UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
(cid:0)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022
OR
(cid:0)
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: 814-00736
PENNANTPARK INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation or organization)
1691 Michigan Avenue
Miami, Florida.
(Address of principal executive offices)
20-8250744
(I.R.S. Employer Identification No.)
33319
(Zip Code)
(786) 297-9500
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.001 per share
Trading Symbol(s)
PNNT
Name of Each Exchange on Which Registered
The New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No .
Securities registered pursuant to Section 12(g) of the Act: None
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, 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
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No .
The aggregate market value of common stock held by non-affiliates of the Registrant on March 31, 2022 based on the closing price on that date of $7.78 on The New York Stock
Exchange was approximately $514.5 million. For the purposes of calculating the aggregate market value of common stock held by non-affiliates, all directors and executive officers of the
Registrant have been treated as affiliates. There were 65,224,500 shares of the Registrant’s common stock outstanding as of November 17, 2022.
Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2023 Annual Meeting of Stockholders to be filed not later than 120 days
after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report.
PENNANTPARK INVESTMENT CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
Item 5.
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Consolidated Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
PART III
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Signatures
4
20
38
38
38
38
39
43
44
58
59
95
95
95
96
96
96
96
96
97
99
PART I
In this annual report on Form 10-K, or the Report, except where context suggest otherwise, the terms “Company,” “we,” “our” or “us” refers to PennantPark Investment
Corporation and its consolidated subsidiaries; “PennantPark Investment” refers to only PennantPark Investment Corporation; “our SBIC Fund” refers collectively to our consolidated
subsidiary, PennantPark SBIC II LP, or SBIC II, and its general partner, PennantPark SBIC GP II, LLC; “Funding I” refers to PennantPark Investment Funding I, LLC, a wholly-owned
subsidiary prior to deconsolidation on July 31, 2020; “Taxable Subsidiary” refers to PNNT Investment Holdings, LLC; “PSLF” refers to PennantPark Senior Loan Fund, LLC, an
unconsolidated joint venture; “PTSF II” refers to PennantPark-TSO Senior Loan Fund II, LP, an unconsolidated limited partnership; “PennantPark Investment Advisers” or “Investment
Adviser” refers to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “SBA”
refers to the Small Business Administration; “SBIC” refers to a small business investment company under the Small Business Investment Act of 1958, as amended, or the “1958 Act”; “BNP
Credit Facility” refers to our revolving credit facility with BNP Paribas prior to deconsolidation of Funding I; “Truist Credit Facility” refers to our multi-currency, senior secured revolving
credit facility with Truist Bank (formerly SunTrust Bank), as amended and restated; “2024 Notes” refers to our 5.50% Notes due 2024; “2026 Notes” refers to our 4.50% Notes due May
2026; “2026 Notes-2” refers to our 4.00% Notes due November 2026; “BDC” refers to a business development company under the Investment Company Act of 1940, as amended, or the
“1940 Act”; “SBCAA” refers to the Small Business Credit Availability Act; “Code” refers to the Internal Revenue Code of 1986, as amended; and “RIC” refers to a regulated investment
company under the Code. References to our portfolio, our investments and our business include investments we make through SBIC II and other consolidated subsidiaries. Some of the
statements in this annual report constitute forward-looking statements, which apply to us and relate to future events, future performance or future financial condition. The forward-looking
statements involve risks and uncertainties for us and actual results could differ materially from those projected in the forward-looking statements for any reason, including those factors
discussed in “Risk Factors” and elsewhere in this Report.
Summary of Risk Factors
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Investing in our common stock involves a high degree of risk. Some, but not all, of the risks and uncertainties that we face are related to:
our ability to remain in compliance with the financial and operational covenants of our Truist Credit Facility;
our ability to operate in a highly competitive market for investment opportunities;
the prospects of our portfolio companies and the ability of our portfolio companies to achieve their objectives, the decline or failure of which may result in our borrowers defaulting
on their payments to us;
the ability of our Investment Adviser to hire and retain qualified personnel, to monitor and administer our investments and to manage our future growth effectively;
changes to the interest rate environment, including the phasing out of LIBOR and the uncertainties associated therewith;
our reliance on information systems, the failure of which could result in delays or other problems with our business activities, and the susceptibility of such systems to cybersecurity
threats;
our ability to replicate historical performance of other investment companies and funds with which our professionals have been affiliated;
our ability to raise additional capital while remaining in compliance with certain annual distribution, asset coverage, asset composition and other regulatory requirements needed to
maintain our status as a BDC and a RIC;
our ability to comply with applicable SBA requirements;
the use of leverage to fund our investments, including the indebtedness resulting from our Truist Credit Facility, 2026 Notes, 2026 Notes-2, and SBA debentures, and the risk that we
may fail to comply with the terms governing such indebtedness or maintain certain asset coverage ratio requirements;
our issuance of debt securities and/or preferred stock and the impact of such issuances on the value of our common stock or NAV;
market conditions that may make it difficult for us to refinance or extend the maturity of our existing indebtedness;
potential conflicts of interest of our Investment Adviser and Administrator;
the potential dilution caused by any future issuances of subscription rights or warrants;
the impact of recent financial reform legislation, uncertainty about presidential administration initiatives and any future laws and regulations on our business and our portfolio
companies;
the investment objectives and decisions advanced by the board of directors or the Investment Adviser which are not subject to stockholder approval and potential activism by our
shareholders;
the illiquid nature of the assets in which we invest and our valuation procedures with respect to such assets;
making investments in first lien secured debt, second lien secured debt, subordinated debt and the equity of certain portfolio companies, and the risks of making such investments in
privately held middle-market companies;
the Investment Adviser’s incentive to make speculative investments to earn a greater incentive fee and, in some instances, our obligation to pay incentive compensation to our
Investment Adviser even after we incur a loss;
the potential dilution of our common stock which may result from issuances of our common stock below the then current NAV per share;
our allocation of net proceeds from offering in ways which you may not agree and our inability to invest proceeds from offerings in new investment opportunities, which could
negatively affect our financial performance;
3
•
•
•
•
•
•
•
tax liabilities resulting from reinvestments in our common stock or from receiving our stock as a distribution;
the measures we have taken to deter takeover attempts, which may adversely impact the price of our common stock;
changes to political, economic or industry conditions or conditions affecting the financial and capital markets, including changes caused by the ongoing invasion of Ukraine by
Russia and the United Kingdom’s withdrawal from the European Union, that could cause volatility or prolonged disruption of the capital markets and impact the value of our assets;
the novel coronavirus ("COVID-19") pandemic and its effect on our results of operations and the operations of our portfolio companies;
the impact of economic sanction laws in the United States and other jurisdictions which may prohibit us and our affiliates from transacting with certain countries, individuals and
companies;
potential litigation, whether initiated by shareholders or other parties; and
the impact of global climate change on the operations of our portfolio companies.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition and/or
operating results. For a more detailed discussion of the risks that you should consider prior to investing in our securities, see Item “1A. Risk Factors” below.
Item 1. Business
General Business of PennantPark Investment Corporation
PennantPark Investment Corporation is a BDC whose objectives are to generate both current income and capital appreciation while seeking to preserve capital through debt and equity
investments primarily made to U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and equity investments.
We believe U.S. middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We seek to create a diversified
portfolio that includes first lien secured debt, second lien secured debt, subordinated debt and equity investments by investing approximately $10 million to $50 million of capital, on average, in
the securities of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. We use the term “middle-market” to refer to companies with
annual revenues between $50 million and $1 billion. The companies in which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such
companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating
agencies. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are
rated above investment grade and have speculative characteristics. Our debt investments may generally range in maturity from three to ten years and are made to U.S. and, to a limited extent,
non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions.
Our investment activity depends on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for
such companies, the general economic environment and the competitive environment for the types of investments we make. We have used, and expect to continue to use, our debt capital,
proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
Organization and Structure of PennantPark Investment Corporation
PennantPark Investment Corporation, a Maryland corporation organized in January 2007, is a closed-end, externally managed, non-diversified investment company that has elected to be
treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we have elected to be treated, and intend to qualify annually, as a RIC under the Code.
SBIC II, our wholly-owned subsidiary, was organized in Delaware as a limited partnership in July 2012. SBIC II received a license from the SBA to operate as a SBIC under Section
301(c) of the 1958 Act in 2013. SBIC II’s objectives are to generate both current income and capital appreciation through debt and equity investments generally by investing in SBA-eligible
businesses that meet the investment selection criteria used by PennantPark Investment.
Funding I, a wholly-owned subsidiary and a special purpose entity of the Company prior to July 31, 2020, was organized in Delaware as a limited liability company in February 2019. We
formed Funding I in order to establish the BNP Credit Facility. The Investment Adviser serves as the servicer to Funding I and has irrevocably directed that the management fee owed to it with
respect to such services be paid to us so long as the Investment Adviser remains the servicer. This arrangement did not increase our consolidated management fee. The BNP Credit Facility
allowed Funding I to borrow up to $250 million at LIBOR (or an alternative risk-free floating interest rate index) plus 260 basis points during the reinvestment period. The BNP Credit Facility
was secured by all of the assets held by Funding I. Funding I is no longer a subsidiary of PennantPark Investment as a result of the joint venture described below.
On July 31, 2020, we and certain entities and managed accounts of the private credit investment manager of Pantheon Ventures (UK) LLP (“Pantheon”) entered into a limited liability
company agreement to co-manage PSLF, a newly-formed unconsolidated joint venture. In connection with this transaction, we contributed in-kind our formerly wholly-owned subsidiary,
Funding I. As a result of this transaction, Funding I became a wholly-owned subsidiary of PSLF and has been deconsolidated from our financial statements. PSLF invests primarily in middle-
market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company.
Our Investment Adviser and Administrator
We utilize the investing experience and contacts of PennantPark Investment Advisers in developing what we believe is an attractive and diversified portfolio. The senior investment
professionals of the Investment Adviser have worked together for many years and average over 25 years of experience in the senior lending, mezzanine lending, leveraged finance, distressed debt
and private equity businesses. In addition, our senior investment professionals have been involved in originating, structuring, negotiating, managing and monitoring investments in middle-market
companies across changing economic and market cycles. We believe this experience and history have resulted in a reputation as a respected partner to financial sponsors, management teams,
investment bankers, attorneys and accountants, which provides us with access to substantial investment opportunities across the capital markets. Our Investment Adviser has a rigorous
investment approach, which is based upon intensive financial analysis with a focus on capital preservation, diversification and active management. Since our Investment Adviser’s inception in
2007, it has invested through its managed funds
4
$17.1 billion in 628 companies with more than 200 different financial sponsors through its managed funds, which includes investments by the Company totaling $7.3 billion in 324 companies.
Our Administrator has experienced professionals with substantial backgrounds in finance and administration of registered investment companies. In addition to furnishing us with clerical,
bookkeeping and record keeping services, the Administrator also oversees our financial records as well as the preparation of our reports to stockholders and reports filed with the Securities and
Exchange Commission, or the SEC, and the SBA. The Administrator assists in the determination and publication of our net asset value, or NAV, oversees the preparation and filing of our tax
returns, and monitors the payment of our expenses as well as the performance of administrative and professional services rendered to us by others. Furthermore, our Administrator offers, on our
behalf, significant managerial assistance to those portfolio companies to which we are required to offer such assistance. See “Risk Factors—Risks Relating to our Business and Structure—There
are significant potential conflicts of interest which could impact our investment returns” for more information.
Market Opportunity
We believe that the limited amount of capital available to middle-market companies, coupled with the desire of these companies for flexible sources of capital, creates an attractive
investment environment for us.
•
•
•
•
•
We believe middle-market companies have faced difficulty raising debt in private markets. From time to time, banks, finance companies, hedge funds and collateralized
loan obligation, or CLO, funds have withdrawn, and may again withdraw, capital from the middle-market, resulting in opportunities for alternative funding sources.
We believe middle-market companies have faced difficulty in raising debt through the capital markets. Many middle-market companies look to raise funds by issuing high-
yield bonds and broadly syndicated loans. We believe this approach to financing becomes difficult at times when institutional investors seek to invest in larger, more liquid
offerings. We believe this has made it harder for middle-market companies to raise funds by issuing high-yield securities from time to time.
We believe that credit market dislocation for middle-market companies improves the risk-reward on our investments. From time to time, market participants have reduced
lending to middle-market and non-investment grade borrowers. As a result, we believe there is less competition in our market, more conservative capital structures, higher yields
and stronger covenants.
We believe there is a large pool of uninvested private equity capital likely to seek to combine their capital with sources of debt capital to complete private investments.
We expect that private equity firms will continue to be active investors in middle-market companies. These private equity funds generally seek to leverage their investments by
combining their capital with loans provided by other sources, and we believe that we are well-positioned to partner with such equity investors.
We believe there is substantial supply of opportunities resulting from maturing loans that seek refinancing. We believe that demand for debt financing from middle-market
companies will remain strong because these companies will continue to require credit to refinance existing debt, to support growth initiatives and to finance acquisitions. We
believe the combination of strong demand by middle-market companies and, from time to time, the reduced supply of credit described above should increase lending
opportunities for us. We believe this supply of opportunities coupled with a lack of demand offers attractive risk-reward to investors.
Competitive Advantages
We believe that we have the following competitive advantages over other capital providers to middle-market companies:
a)
Experienced Management Team
The senior investment professionals of our Investment Adviser have worked together for many years and average over 25 years of experience in senior lending, mezzanine lending,
leveraged finance, distressed debt and private equity businesses. These senior investment professionals have been involved in originating, structuring, negotiating, managing and monitoring
investments in middle-market companies across changing economic and market cycles. We believe this extensive experience and history have resulted in a strong reputation across the capital
markets.
Lending to middle-market companies requires in-depth diligence, credit expertise, restructuring experience and active portfolio management. For example, lending to middle-market
companies in the United States is generally more labor intensive than lending to larger companies due to the smaller size of each investment and the fragmented nature of the information
available with respect to such companies. We are able to provide value-added customized financial solutions to middle-market companies as a result of specialized due diligence, underwriting
capabilities and more extensive ongoing monitoring required as lenders.
b)
Disciplined Investment Approach with Strong Value Orientation
We employ a disciplined approach in selecting investments that meet the long-standing, consistent value-oriented investment selection criteria employed by our Investment Adviser. Our
value-oriented investment philosophy focuses on preserving capital and ensuring that our investments have an appropriate return profile in relation to risk. When market conditions make it
difficult for us to invest according to our criteria, we are highly selective in deploying our capital. We believe this approach continues to enable us to build an attractive investment portfolio that
meets our return and value criteria over the long-term.
We believe it is critical to conduct extensive due diligence on investment targets. In evaluating new investments we, through our Investment Adviser, conduct a rigorous due diligence
process that draws from our Investment Adviser’s experience, industry expertise and network of contacts. Among other things, our due diligence is designed to ensure that each prospective
portfolio company will be able to meet its debt service obligations. See “Investment Selection Criteria” for more information.
5
In addition to engaging in extensive due diligence, our Investment Adviser seeks to reduce risk by focusing on businesses with:
•
•
•
•
•
strong competitive positions;
positive cash flow that is steady and stable;
experienced management teams with strong track records;
potential for growth and viable exit strategies; and
capital structures offering appropriate risk-adjusted terms and covenants.
c)
Ability to Source and Evaluate Transactions through our Investment Adviser’s Proactive, Research Capability and Established Network
The management team of our Investment Adviser has long-term relationships with financial sponsors, management consultants and management teams that we believe enable us to
evaluate investment opportunities effectively in numerous industries, as well as provide us access to substantial information concerning those industries. We identify potential investments both
through active origination and through dialogue with numerous financial sponsors, management teams, members of the financial community and corporate partners with whom the professionals
of our Investment Adviser have long-term relationships.
d)
Flexible Transaction Structuring
We are flexible in structuring investments and tailor investments to meet the needs of a portfolio company while also generating attractive risk-adjusted returns. We can invest in all parts
of a capital structure and our Investment Adviser has extensive experience in a wide variety of securities for leveraged companies throughout economic and market cycles.
Our Investment Adviser seeks to minimize the risk of capital loss without foregoing potential for capital appreciation. In making investment decisions, we seek to invest in companies that
we believe can generate consistent positive risk-adjusted returns.
We believe that the in-depth experience of our Investment Adviser will enable us to invest throughout various stages of the economic and market cycles and to provide us with ongoing
market insights in addition to a significant investment opportunity.
Competition
Our primary competitors provide financing to middle-market companies and include other BDCs, commercial and investment banks, commercial finance companies, CLO funds, private
direct lending funds, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative investment vehicles, such as hedge funds, frequently invest in
middle-market companies. As a result, competition for investment opportunities in middle-market companies can be intense. However, we believe that from time to time there has been a
reduction in the amount of debt capital available to middle-market companies, which we believe has resulted in a less competitive environment for making new investments.
Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors have a
lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors have higher risk tolerances or different risk assessments, which could allow
them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act
imposes on us as a BDC. See “Risk Factors—Risks Relating to our Business and Structure—We operate in a highly competitive market for investment opportunities” for more information.
Leverage
As of September 30, 2022, we had the multi-currency Truist Credit Facility for up to $500.0 million (increased from $465.0 million in July 2022), which may be further increased up to
$750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, and JPMorgan Chase Bank, N.A., acting as syndication agent for the
lenders. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 for $475.0 million out of the total $500.0 million commitments (with the revolving period
with respect to the remaining $25.0 million of commitments expiring on September 4, 2023 and the related obligations maturing on September 4, 2024) and pricing set at 235 basis points over
SOFR. As of September 30, 2022 and 2021, we had $385.9 million and $316.5 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a
weighted average interest rate of 5.3% and 2.4%, respectively, exclusive of the fee on undrawn commitment, as of September 30, 2022 and 2021. As of September 30, 2022 and 2021, we had
$114.1 million and $118.5 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is
secured by substantially all of our assets excluding assets held by SBIC II. As of September 30, 2022, we were in compliance with the terms of the Truist Credit Facility.
As of September 30, 2022 and 2021, SBIC II had $20.0 million and $63.5 million in debt commitments, respectively, all of which was drawn, with a weighted average interest rate of
2.9% and 3.3%, respectively, exclusive of 3.4% of upfront fees. As of September 30, 2022 and 2021, our SBA debentures mature between March 2026 to March 2028. SBA debentures offer
competitive terms such as being non-recourse to us, a 10-year maturity, semi-annual interest payments, not requiring principal payments prior to maturity and may be prepaid at any time without
penalty. The SBA debentures are secured by all the investment portfolio assets of SBIC II and have a priority claim over such assets relative to all other creditors. See “Regulation” for more
information.
As of September 30, 2022 and 2021, we had zero and $86.3 million in aggregate principal amount of 2024 Notes outstanding, respectively. Interest on the 2024 Notes was paid quarterly
on January 15, April 15, July 15 and October 15, at a rate of 5.5% per year, commencing January 15, 2020. The 2024 Notes were redeemed on November 13, 2021 at a redemption price of
$25.00 per 2024 Note, plus accrued and unpaid interest to November 13, 2021, pursuant to the indenture governing the 2024 Notes.
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on
May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option
subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our
existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets
securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not
intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.4%. Interest on the 2026 Notes-2 is paid semi-
annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and
6
may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations
and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured
indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our
subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated
Appropriations Act of 2018 (which includes the SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage requirement applicable to us for senior
securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to compliance with certain disclosure
requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.
Investment Policy Overview
We seek to create a diversified portfolio that includes first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity by targeting an investment size of
$10 million to $50 million in securities, on average, of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. The companies in which
we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such unrated companies were rated, we believe that they would typically receive a rating
below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies. Securities rated below investment grade are often referred to as “leveraged
loans,” “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. In addition, we
expect our debt investments to range in maturity from three to ten years.
Over time, we expect that our portfolio will continue to consist primarily of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments
in qualifying assets such as private, or thinly traded or small market-capitalization, U.S. middle-market public companies. In addition, we may invest up to 30% of our portfolio in non-qualifying
assets. These non-qualifying assets may include investments in public companies whose securities are not thinly traded or have a market capitalization of greater than $250 million, securities of
middle-market companies located outside of the United States and investment companies as defined in the 1940 Act. We may acquire investments in the secondary markets. See “Regulation—
Qualifying Assets” and “Investment Selection Criteria” for more information.
Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the
1940 Act). However, absent stockholder approval, under the 1940 Act we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict
the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our common stock. Nevertheless, the effects of changes to our
operating policies and strategies may adversely affect our business, our ability to make distributions and the value of our common stock.
First Lien Secured Debt
Structurally, first lien secured debt ranks senior in priority of payment to second lien secured debt, subordinated debt and equity, and benefits from a senior security interest in the assets of
the borrower. As such, other creditors rank junior to our investments in these securities in the event of insolvency. Due to its lower risk profile and often more restrictive covenants as compared to
second lien secured debt and subordinated debt, first lien secured debt generally earns a lower return than second lien secured debt and subordinated debt. In some cases first lien secured debt
lenders receive opportunities to invest directly in the equity securities of borrowers and from time to time may also receive warrants to purchase equity securities. We evaluate these investment
opportunities on a case-by-case basis.
Second Lien Secured Debt
Second lien secured debt usually ranks junior in priority of payment to first lien secured debt. Second lien secured debt holds a second priority with regard to right of payment in the event
of insolvency. Second lien secured debt ranks senior to subordinated debt and common and preferred equity in borrowers’ capital structures. Due to its higher risk profile and often less restrictive
covenants as compared to first lien secured debt, second lien secured debt generally earns a higher return than first lien secured debt. In many cases, second lien secured debt investors receive
opportunities to invest directly in the equity securities of borrowers and from time to time may also receive warrants to purchase equity securities. We evaluate these investment opportunities on a
case-by-case basis.
Subordinated Debt
Structurally, subordinated debt usually ranks junior in priority of payment to first lien secured debt and second lien secured debt, and is often unsecured. As such, other creditors may rank
senior to us in the event of insolvency. Subordinated debt ranks senior to common and preferred equity in borrowers’ capital structures. Due to its higher risk profile and often less restrictive
covenants as compared to first lien secured debt and second lien secured debt, subordinated debt generally earns a higher return than first lien secured debt and second lien secured debt. In many
cases, subordinated debt investors receive opportunities to invest directly in the equity securities of borrowers, and from time to time, may also receive warrants to purchase equity securities. We
evaluate these investment opportunities on a case-by-case basis.
Investment Selection Criteria
We are committed to a value-oriented philosophy used by the senior investment professionals of our Investment Adviser who manage our portfolio and seek to minimize the risk of capital
loss without foregoing potential for capital appreciation.
We have identified several criteria, discussed below, that we believe are important in identifying and investing in prospective portfolio companies. These criteria provide general
guidelines for our investment decisions. However, we caution that not all of these criteria will be met by each prospective portfolio company in which we choose to invest. Generally, we seek to
use our experience and access to market information to identify investment opportunities and to structure investments efficiently and effectively.
a)
Leading and defensible competitive market positions
The Investment Adviser invests in portfolio companies that it believes have developed strong positions within their markets. The Investment Adviser also seeks to invest in portfolio
companies that it believes possess competitive advantages, for example, in scale, scope, customer loyalty, product pricing or product quality as compared to their competitors to protect their
market position.
b)
Investing in stable borrowers with positive cash flow
Our investment philosophy places a premium on fundamental analysis and has a distinct value-orientation. The Investment Adviser invests in portfolio companies it believes to be stable
and well-established, with strong cash flows and profitability. The Investment Adviser believes these attributes indicate portfolio companies that may
7
be well-positioned to maintain consistent cash flow to service and repay their liabilities and maintain growth in their businesses or their relative market share. The Investment Adviser currently
does not expect to invest significantly in start-up companies, companies in turnaround situations or companies with speculative business plans, although we are permitted to do so.
c)
Proven management teams
The Investment Adviser focuses on investments in which the portfolio company has an experienced management team with an established track record of success. The Investment Adviser
typically requires that portfolio companies have in place proper incentives to align management’s goals with our goals, including having equity interests.
d)
Financial sponsorship
The Investment Adviser may seek to cause us to participate in transactions sponsored by what it believes to be trusted financial sponsors. The Investment Adviser believes that a financial
sponsor’s willingness to invest significant equity capital in a portfolio company is an implicit endorsement of the quality of that portfolio company. Further, financial sponsors of portfolio
companies with significant investments at risk may have the ability, and a strong incentive, to contribute additional capital in difficult economic times should financial or operational issues arise
so as to maintain their ownership position.
e)
Investments in different borrowers, industries and geographies
The Investment Adviser seeks to invest our assets broadly among portfolio companies, across industries and geographical regions. The Investment Adviser believes that this approach may
reduce the risk that a downturn in any one portfolio company, industry or geographical region will have a disproportionate impact on the value of our portfolio, although we are permitted to be
non-diversified under the 1940 Act.
f)
Viable exit strategy
The Investment Adviser seeks to invest in portfolio companies that it believes will provide a steady stream of cash flow to repay our loans while also reinvesting in their respective
businesses. The Investment Adviser expects that such internally generated cash flow, leading to the payment of interest on, and the repayment of the principal of, our investments in portfolio
companies to be a key means by which we will exit from our investments over time. In addition, the Investment Adviser also seeks to invest in portfolio companies whose business models and
expected future cash flows offer attractive exit possibilities. These companies include candidates for strategic acquisition by other industry participants and companies that may repay our
investments through an initial public offering of common stock, refinancing or other capital markets transaction.
Due Diligence
We believe it is critical to conduct extensive due diligence in evaluating new investment targets. Our Investment Adviser conducts a rigorous due diligence process that is applied to
prospective portfolio companies and draws from our Investment Adviser’s experience, industry expertise and network of contacts. In conducting due diligence, our Investment Adviser uses
information provided by companies, financial sponsors and publicly available information as well as information from relationships with former and current management teams, consultants,
competitors and investment bankers.
Our due diligence may include:
•
•
•
•
•
•
review of historical and prospective financial information;
research relating to the portfolio company’s management, industry, markets, products and services and competitors;
interviews with management, employees, customers and vendors of the potential portfolio company;
on-site visits;
review of loan documents; and
background checks.
Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and accountants prior to the closing of the investment, as well as other outside
advisers, as appropriate.
Upon the completion of due diligence on a portfolio company, the team leading the investment presents the investment opportunity to our Investment Adviser’s investment committee.
This committee determines whether to pursue the potential investment. All new investments are required to be reviewed by the investment committee of our Investment Adviser. The members of
the investment committee receive no compensation from us. Rather, they are employees of and receive compensation from our Investment Adviser.
Investment Structure
Once we determine that a prospective portfolio company is suitable for investment, we work with the management of that portfolio company and its other capital providers, including
senior, junior and equity capital providers, to structure an investment. We negotiate with these parties to agree on how our investment is structured relative to the other capital in the portfolio
company’s capital structure.
We expect our first lien secured debt to have terms of three to ten years. We generally obtain security interests in the assets of our portfolio companies that will serve as collateral in
support of the repayment of these loans. This collateral may take the form of first priority liens on the assets of a portfolio company.
Typically, our second lien secured debt and subordinated debt investments have maturities of three to ten years. Second lien secured debt and subordinated debt may take the form of a
second priority lien on the assets of a portfolio company and have interest-only payments in the early years with cash or payment-in-kind, or PIK, payments with amortization of principal
deferred to the later years. In some cases, we may invest in debt securities that, by their terms, convert into equity or additional debt securities or defer payments of interest for the first few years
after our investment. Also, in some cases, our second lien secured debt and subordinated debt may be collateralized by a subordinated lien on some or all of the assets of the borrower.
8
We seek to tailor the terms of the investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and
manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its profitability. For example, in addition to seeking a senior position in the capital
structure of our portfolio companies, we seek to limit the downside potential of our investments by:
•
•
•
requiring a total return on our investments (including both interest in the form of a floor and potential equity appreciation) that compensates us for credit risk;
incorporating “put” rights and call protection into the investment structure; and
negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with our
focus of preserving capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights,
including either observation or participation rights.
Our investments may include equity features, such as direct investments in the equity securities of borrowers or warrants or options to buy a minority interest in a portfolio company. Any
warrants we may receive with our debt securities generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return
from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the
portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and
“piggyback” registration rights.
We expect to hold most of our investments to maturity or repayment, but we may exit certain investments earlier when a liquidity event, such as the sale or refinancing of a portfolio
company, takes place. We also may turn over investments to better position the portfolio in light of market conditions.
Ongoing Relationships with Portfolio Companies
Monitoring
The Investment Adviser monitors our portfolio companies on an ongoing basis. The Investment Adviser also monitors the financial trends of each portfolio company to determine if it is
meeting its respective business plans and to assess the appropriate course of action for each portfolio company.
The Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•
•
•
•
•
assessment of success in adhering to a portfolio company’s business plan and compliance with covenants;
periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and
accomplishments;
comparisons to other portfolio companies in the industry, if any;
attendance at and participation in board meetings or presentations by portfolio companies; and
review of periodic financial statements and financial projections for portfolio companies.
The Investment Adviser monitors credit risk of each portfolio company regularly with a goal toward identifying early, and when able and appropriate, exiting investments with potential
credit problems. This monitoring process may include reviewing: (1) a portfolio company’s financial resources and operating history; (2) comparing a portfolio company’s current operating
results with the Investment Adviser’s initial thesis for the investment and its expectations for the performance of the investment; (3) a portfolio company’s sensitivity to economic conditions; (4)
the performance of a portfolio company’s management; (5) a portfolio company’s debt maturities and capital requirements; (6) a portfolio company’s interest and asset coverage; and (7) the
relative value of an investment based on a portfolio company’s anticipated cash flow.
Managerial Assistance
We offer significant managerial assistance to our portfolio companies. As a BDC, we are required to make available such significant managerial assistance within the meaning of Section
2(a)(47) of the 1940 Act. See “Regulation” for more information.
Staffing
We do not currently have any employees. Our Investment Adviser and Administrator have hired and expect to continue to hire professionals with skills applicable to our business plan,
including experience in middle-market investing, senior lending, mezzanine lending, leveraged finance, distressed debt and private equity businesses.
Our Corporate Information
Our administrative and principal executive offices are located at 1691 Michigan Avenue, Miami, Florida . Our common stock is quoted on The New York Stock Exchange under the
symbol “PNNT”. Our phone number is (786) 297-9500, and our Internet website address is www.pennantpark.com. Information contained on our website is not incorporated by reference into this
Report and you should not consider information contained on our website to be part of this Report. We file periodic reports, proxy statements and other information with the SEC and make such
reports available on our website free of charge as soon as reasonably practicable. In addition, the SEC maintains an Internet website at www.sec.gov that contains material that we file with the
SEC on the Electronic Data Gathering, Analysis and Retrieval, or EDGAR, Database.
9
Our Portfolio
Our principal investment focus is to provide first lien secured debt, second lien secured debt and subordinated debt to U.S. middle-market companies in a variety of industries. We
generally seek to target companies that generate positive cash flows from the broad variety of industries in which our Investment Adviser has direct expertise. The following is an illustrative list
of the industries in which the Investment Adviser has invested:
• Aerospace and Defense
• Auto Sector
• Beverage, Food and Tobacco
• Broadcasting and Entertainment
• Buildings and Real Estate
• Building Materials
• Business Services
• Cable Television
• Capital Equipment
• Cargo Transportation
• Chemicals, Plastics and Rubber
• Communications
• Consumer Products
• Consumer Services
• Containers Packaging & Glass
• Distribution
• Diversified/Conglomerate Manufacturing
• Diversified/Conglomerate Services
• Diversified Natural Resources, Precious Metals and Minerals
• Education
• Electronics
• Energy and Utilities
• Environmental Services
• Financial Services
• Grocery
• Healthcare, Education and Childcare
• High Tech Industries
• Home & Office Furnishings, Housewares & Durable Consumer Products
• Hotels, Motels, Inns and Gaming
• Insurance
• Leisure, Amusement, Motion Picture, Entertainment
• Logistics
• Manufacturing/Basic Industries
• Media
• Mining, Steel, Iron and Non-Precious Metals
• Oil and Gas
• Other Media
• Personal, Food and Miscellaneous Services
• Printing and Publishing
• Retail
• Wholesale
Listed below are our top ten portfolio companies and industries represented as a percentage of our consolidated portfolio assets (excluding cash and cash equivalents) as of September 30:
Portfolio Company
RAM Energy Holdings LLC
AKW Holdings Limited
Cartessa Aesthetics, LLC
Cano Health, LLC
Pragmatic Institute, LLC
Sigma Defense Systems, LLC
Flock Financial, LLC
Cascade Environmental LLC
Halo Buyer, Inc.
Kinetic Purchaser, LLC
Industry
Business Services
Healthcare, Education and Childcare
Consumer Products
Energy and Utilities
Distribution
Financial Services
Telecommunications
Home and Office Furnishings
Media
Auto Sector
(1)
Excludes investments in PSLF.
(1)
2022
Portfolio Company
(1)
2021
RAM Energy Holdings LLC
Cascade Environmental LLC
Cano Health, LLC
JF Acquisition
7 % PT Network, LLC
4
4
4
3
3
3
3
3
3
AKW Holdings Limited
Lilly Lashes
Halo Buyer, Inc.
Walker Edison Furniture Company LLC
Research Horizons, LLC
(1)
2022
Industry
(1)
2021
18 % Healthcare, Education and Childcare
12
8
7
5
5
5
4
4
3
Business Services
Consumer Products
Energy and Utilities
Media
Distribution
Environmental Services
Hotels, Motels, Inns and Gaming
Education
Building Materials
12 %
7
6
5
4
4
3
3
3
2
23 %
9
9
7
7
7
6
4
3
3
Our executive officers and directors, as well as the senior investment professionals of the Investment Adviser and Administrator, may serve as officers, directors or principals of entities
that operate in the same or a related line of business as we do. Currently, the executive officers and directors, as well as certain of the current senior investment professionals of the Investment
Adviser and Administrator, serve as officers and directors of PennantPark Floating Rate Capital Ltd., a publicly traded BDC, and other managed funds, as applicable. Accordingly, they may have
obligations to investors in those entities, the fulfillment of which obligations might not be in the best interest of us or our stockholders. In addition, we note that any affiliated investment vehicle
currently existing, or formed in the future, and managed by the Investment Adviser and/or its affiliates may, notwithstanding different stated investment objectives, have overlapping investment
objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser may face conflicts in allocating investment opportunities
among us and such other entities. The Investment Adviser will allocate investment opportunities in a fair and equitable manner consistent with our allocation policy, and we have received
exemptive relief with respect to certain co-investment transactions. Where co-investment is unavailable or inappropriate, the Investment Adviser will choose which investment fund should
receive the allocation. See “Risk Factors—Risks Relating to our Business and Structure—There are significant potential conflicts of interest which could impact our investment returns” for more
information.
We may invest, to the extent permitted by law, in the securities and instruments of other investment companies and companies that would be investment companies but are excluded from
the definition of an investment company provided in Section 3(c) of the 1940 Act. We may also co-invest in the future on a concurrent basis with our affiliates, subject to compliance with
applicable regulations, our trade allocation procedures and, if applicable, the terms of our exemptive relief.
10
Investment Management Agreement
We have entered into an agreement with the Investment Adviser, or the Investment Management Agreement, under which the Investment Adviser, subject to the overall supervision of our
board of directors, manages the day-to-day operations of, and provides investment advisory services to, us. Mr. Penn, our Chairman and Chief Executive Officer, is the managing member and a
senior investment professional of, and has a financial and controlling interest in, PennantPark Investment Advisers. PennantPark Investment, through the Investment Adviser, provides similar
services to SBIC II under its respective investment management agreement. Such investment management agreement does not affect the management or incentive fees that we pay to the
Investment Adviser on a consolidated basis. Under the terms of our Investment Management Agreement, the Investment Adviser:
•
•
•
•
determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies);
closes and monitors the investments we make; and
provides us with such other investment advisory, research and related services, as we may need from time to time.
PennantPark Investment Advisers’ services under our Investment Management Agreement are not exclusive, and it is free to furnish similar services, without the prior approval of our
stockholders or our board of directors, to other entities so long as its services to us are not impaired. Our board of directors monitors for any potential conflicts that may arise upon such a
development. For providing these services, the Investment Adviser receives a fee from us, consisting of two components—a base management fee and an incentive fee or, collectively,
Management Fees.
Management Fees
Effective January 1, 2018, the base management fee is calculated at an annual rate of 1.50% of our “average adjusted gross assets,” which equals our gross assets (exclusive of U.S.
Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for
purposes of preserving investment flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. In addition, on November 13, 2018, in connection with
our board of directors’ approval of the application of the modified asset coverage requirement under the 1940 Act to the Company, our board of directors also approved an amendment to the
Investment Advisory Agreement reducing the Investment Adviser’s annual base management fee from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of
the immediately preceding quarter-end. This amendment became effective on February 5, 2019 with the amendment and restatement of the Investment Management Agreement on April 12, 2019.
The base management fee is calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share
issuances or repurchases during the current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding
indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For
periods prior to January 1, 2018, the base management fee was calculated at an annual rate of 2.00% of our “average adjusted gross assets”. For the years ended September 30, 2022, 2021, and
2020, the Investment Adviser earned base management fees of $19.8 million, $17.3 million and $18.6 million, respectively, from us.
The following is a hypothetical example of the calculation of average adjusted gross assets:
Gross assets as of December 31, 20XX = $160 million
U.S. Treasury bills and temporary draws on credit facilities as of December 31, 20XX = $10 million
Adjusted gross assets as of December 31, 20XX = $150 million
Gross assets as of March 31, 20XX = $200 million
U.S. Treasury bills and temporary draws on credit facilities as of March 31, 20XX = $20 million
Adjusted gross assets as of March 31, 20XX = $180 million
Average value of adjusted gross assets as of March 31, 20XX and December 31, 20XX, which are the two immediately preceding calendar quarters, and appropriately adjusted for any
share issuances or repurchases during the current calendar quarter equals ($150 million + $180 million) / 2 = $165 million.
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-
Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as
amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus
our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement (as defined below), and any interest expense or amendment
fees under any credit facilities and distribution paid on any issued and 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 original issue discount, or OID, debt instruments with PIK interest and zero coupon securities), accrued income not yet received in cash.
Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive
Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter
(7.00% annualized). Effective January 1, 2018, we pay the Investment Adviser an incentive fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
(1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 100% of our 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 2.1212% in any calendar quarter (8.4848% annualized),
and (3) 17.5% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1212% in any calendar quarter. These calculations are pro-rated for any share issuances or
repurchases during the relevant quarter, if applicable. For periods prior to January 1, 2018, we paid the Investment Adviser an incentive fee with respect to our Pre-Incentive Fee Net Investment
Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income did not exceed the hurdle rate of 1.75%, (2) 100%
of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeded the hurdle rate but was less than 2.1875% in
any calendar quarter (8.75% annualized), and (3) 20% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeded 2.1875% in any calendar quarter. Additionally,
beginning April 1, 2020 and through March 31, 2021, the Investment Adviser had voluntarily agreed, in consultation with our board of directors, to irrevocably waive the performance-based
incentive fees. For the years ended September 30, 2022, 2021 and 2020, the Investment Adviser earned $2.7 million, $0.6 million, and $2.7 million (after a waiver of $1.9 million), respectively,
in incentive fees on net investment income from us.
11
The following is a graphical representation of the calculation of quarterly incentive fee based on Pre-Incentive Fee Net Investment Income:
Pre-Incentive Fee Net Investment Income
(expressed as a percentage of the value of net assets)
Percentage of Pre-Incentive Fee Net Investment Income
allocated to income-related portion of incentive fee
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the
termination date) and, effective January 1, 2018, equals 17.5% of our realized capital gains (20.0% for periods prior to January 1, 2018), if any, on a cumulative basis from inception through the
end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain
incentive fees. For the years ended September 30, 2022, 2021 and 2020, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under the Investment Management
Agreement (as described above).
Under U.S. generally accepted accounting principles, or GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital
appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital
appreciation in the calculation, as a capital gains incentive fee would be payable 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 Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains
and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 17.5% of such
amount (20.0% for periods prior to January 1, 2018), less the aggregate amount of actual capital gains related to incentive fees paid in all prior years. If such amount is negative, then there is no
accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the years ended September 30, 2022, 2021 and 2020, the Investment
Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.
Examples of Quarterly Incentive Fee Calculation
Example 1: Income Related Portion of Incentive Fee (*):
Alternative 1:
Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.25%
Hurdle (1) = 1.75%
Base management fee (2) = 0.375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%
Pre-Incentive Fee Net Investment Income
(investment income—(base management fee + other expenses)) = 0.675%
Pre-Incentive Fee Net Investment Income does not exceed the hurdle; therefore, there is no incentive fee.
Alternative 2:
Assumptions
Investment income (including interest, dividends, fees, etc.) = 2.70%
Hurdle (1) = 1.75%
Base management fee (2) = 0.375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%
Pre-Incentive Fee Net Investment Income
(investment income—(base management fee + other expenses)) = 2.125%
Incentive fee
= 17.5% x Pre-Incentive Fee Net Investment Income, subject to “catch-up”
= 2.125% - 1.75%
= 0.375%
= 100% x 0.375%
= 0.375%
12
Alternative 3:
Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.00%
Hurdle (1) = 1.75%
Base management fee (2) = 0.375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%
Pre-Incentive Fee Net Investment Income
(investment income—(base management fee + other expenses)) = 2.425%
Incentive fee
Incentive fee
Catch-up
= 17.5% x Pre-Incentive Fee Net Investment Income, subject to “catch-up”
= 100% x “catch-up” + (17.5% x (Pre-Incentive Fee Net Investment Income - 2.1212%))
= 2.1212% - 1.75%
= 0.3712%
= (100% x 0.3712%) + (17.5% x (2.425% - 2.1212%))
= 0.3712% + (17.5% x 0.3038%)
= 0.3712% + 0.053165%
= 0.424365%
(3)
* The hypothetical amount of Pre-Incentive Fee Net Investment Income shown is based on a percentage of total net assets.
(1)
(2)
(3)
Represents 7.0% annualized hurdle.
Represents 1.5% annualized base management fee.
The “catch-up” provision is intended to provide the Investment Adviser with an incentive fee of 17.5% on all of our Pre-Incentive Fee Net Investment Income as if a hurdle rate did not
apply when our net investment income exceeds 2.1212% in any calendar quarter.
Example 2: Capital Gains Portion of Incentive Fee:
Assumptions
Year 1 = no net realized capital gains or losses
Year 2 = 6% realized capital gains and 1% realized capital losses and unrealized capital depreciation, capital gain incentive fee = 17.5% x (realized capital gains for year computed net of all
realized capital losses and unrealized capital depreciation at year end)
Year 1 incentive fee
Year 2 incentive fee
= 17.5% x (0)
= 0
= no incentive fee
= 17.5% x (6% - 1%)
= 17.5% x 5%
= 0.875%
Organization of the Investment Adviser
PennantPark Investment Advisers is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act. The principal executive office of
PennantPark Investment Advisers is located at 1691 Michigan Ave, Miami, Florida 33139.
Duration and Termination of Investment Management Agreement
The Investment Management Agreement was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser in
February 2022. Unless terminated earlier as described below, the Investment Management Agreement will continue in effect for a period of one year through February 2023. It will remain in
effect if approved annually by our board of directors, or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of
our directors who are not interested persons of us or the Investment Adviser. In determining to reapprove the Investment Management Agreement, our board of directors requested information
from the Investment Adviser that enabled it to evaluate a number of factors relevant to its determination. These factors included the nature, quality and extent of services performed by the
Investment Adviser, the Investment Adviser’s ability to manage conflicts of interest effectively, our short and long-term performance, our costs, including as compared to comparable externally
and internally managed publicly traded BDCs that engage in similar investing activities, the Investment Adviser’s profitability, any economies of scale, and any other benefits of the relationship
for the Investment Adviser. Based on the information reviewed and the considerations detailed above, our board of directors, including all of our directors who are not interested persons of us or
the Investment Adviser, concluded that the investment advisory fee rates and terms are fair and reasonable in relation to the services provided and reapproved the Investment Management
Agreement as being in the best interests of our stockholders.
The Investment Management Agreement will automatically terminate in the event of its assignment. The Investment Management Agreement may be terminated by either party without
penalty upon 60 days’ written notice to the other. See “Risk Factors—Risks Relating to our Business and Structure—We are dependent upon our Investment Adviser’s key personnel for our
future success, and if our Investment Adviser is unable to hire and retain qualified personnel or if our Investment Adviser loses any member of its management team, our ability to achieve our
investment objectives could be significantly harmed” for more information.
Administration Agreement
We have entered into an agreement, or the Administration Agreement, with the Administrator, under which the Administrator furnishes us with office facilities, equipment and clerical,
bookkeeping and record keeping services. Under our Administration Agreement, the Administrator performs, or oversees the performance of, our required administrative services, which include,
among other activities, being responsible for the financial records we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, the
Administrator assists us in determining and publishing our NAV, oversees the preparation and filing of our tax
13
returns and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. PennantPark Investment, through the
Administrator, provides similar services to SBIC II under its administration agreement with us. For providing these services, facilities and personnel, we have agreed to reimburse the
Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent,
technology systems, insurance and our allocable portion of the cost of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their
respective staffs. The Administrator also offers on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. To the extent that our
Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to the Administrator. Reimbursement for certain of these costs is
included in administrative services expenses in the Consolidated Statements of Operations. For the years ended September 30, 2022, 2021 and 2020, we reimbursed the Investment Adviser
approximately $0.9 million, $1.2 million and $1.4 million, respectively, including expenses the Investment Adviser incurred on behalf of the Administrator for services described above.
On July 1, 2022, the Administration Agreement with the Administrator was amended to clarify that the Administrator may be reimbursed by the Company for certain (i) tax and general
legal advice and/or services provided to the Company by in-house professionals of the Administrator related to ongoing operations of the Company; and (ii) transactional legal advice and/or
services provided to the Company or portfolio companies by in-house professionals of the Administrator or its affiliates on matters related to potential or actual investments and transactions,
including tax structuring and/or due diligence.
Duration and Termination of Administration Agreement
The Administration Agreement was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 2022., and amended in
July 2022 as described above. Unless terminated earlier as described below, our Administration Agreement will continue in effect for a period of one year through February 2023. It will remain in
effect if approved annually by our board of directors, or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of
our directors who are not interested persons of us. The Administration Agreement may not be assigned by either party without the consent of the other party. The Administration Agreement may
be terminated by either party without penalty upon 60 days’ written notice to the other.
Indemnification
Our Investment Management Agreement and Administration Agreement provide that, absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by
reason of the reckless disregard of their duties and obligations, PennantPark Investment Advisers and PennantPark Investment Administration and their officers, managers, partners, agents,
employees, controlling persons, members and any other person or entity affiliated with them are entitled to indemnification from us for any damages, liabilities, costs and expenses (including
reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of PennantPark Investment Advisers’ and PennantPark Investment Administration’s services
under our Investment Management Agreement or Administration Agreement or otherwise as Investment Adviser or Administrator for us.
License Agreement
We have entered into a license agreement, or the License Agreement, with PennantPark Investment Advisers pursuant to which PennantPark Investment Advisers has granted us a royalty-
free, non-exclusive license to use the name “PennantPark.” Under this agreement, we have a right to use the PennantPark name, for so long as PennantPark Investment Advisers or one of its
affiliates remains our Investment Adviser. Other than with respect to this limited license, we have no legal right to the “PennantPark” name.
PennantPark Senior Loan Fund, LLC
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy.
PSLF was formed as a Delaware limited liability company. As of September 30, 2022 and 2021 PSLF had total assets of $781.3 million and $417.4 million, respectively, consisting of debt
investments in 80 and 47 portfolio companies, respectively. As of September 30, 2022, at fair value, the largest investment in a single portfolio company in PSLF was $19.9 million and the five
largest investments totaled $98.5 million. As of September 30, 2021 at fair value, the largest investment in a single portfolio company in PSLF was $16.8 million and the five largest investments
totaled $74.4 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2022 and 2021 we and Pantheon owned 60.5% and 39.5%, respectively, of each of
the outstanding subordinated notes and equity interests of PSLF. As of the same dates, our investment in PSLF consisted of subordinated notes of $88.0 million and $64.2 million, respectively,
and equity interests of $51.1 million and $41.2 million, respectively.
REGULATION
Business Development Company, Regulated Investment Company Regulations and Small Business Investment Company Regulations
We are a BDC under the 1940 Act, which has qualified and intends to continue to qualify to maintain an election to be treated as a RIC under Subchapter M of the Code. The 1940 Act
contains prohibitions and restrictions relating to transactions between a BDC and its affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those
affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we
may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by holders of a majority of our outstanding voting securities.
We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public
resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933, as amended, or the Securities Act. We may purchase or otherwise receive warrants to purchase the
common stock of our portfolio companies in connection with acquisition financing or other investments. Similarly, in connection with an acquisition, we may acquire rights to require the issuers
of securities we own or their affiliates to repurchase them under certain circumstances. We do not intend to acquire securities issued by any registered investment company that exceed the limits
imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any registered investment company, invest more than 5% of the value of our total
assets in the securities of one registered investment company or invest more than 10% of the value of our total assets in the securities of more than one registered investment company. With
regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our stockholders to additional expenses. We
may enter into hedging transactions to manage the risks associated with interest rate and currency fluctuations. None of these policies are fundamental and they may be changed without
stockholder approval.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the
acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our business are the following:
14
(1)
Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio
company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such
rules as may be prescribed by the SEC. An eligible portfolio company is defined under the 1940 Act to include any issuer which:
(a)
(b)
is organized under the laws of, and has its principal place of business in, the United States;
is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but is
excluded from the definition of an investment company by Section 3(c) of the 1940 Act; and
(c)
satisfies any of the following:
(i)
does not have any class of securities listed on a national securities exchange;
(ii)
has any class of securities listed on a national securities exchange subject to a maximum market capitalization of $250.0 million; or
(iii)
is controlled by a BDC, either alone or as part of a group acting together, and such BDC in fact exercises a controlling influence over the management or
policies of such eligible portfolio company and, as a result of such control, has an affiliated person who is a director of such eligible portfolio company.
(2)
(3)
(4)
(5)
Securities of any eligible portfolio company which we control.
Securities purchased in a private transaction from a U.S. operating company or from an affiliated person of the issuer, or in transactions incidental thereto, if such issuer is in
bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material
assistance other than conventional lending or financing arrangements.
Securities of an eligible portfolio company purchased from any person in a private transaction if there is no readily available market for such securities and we already own 60%
of the outstanding equity of the eligible portfolio company.
Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to
such securities.
(6)
Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of
securities described in (1), (2) or (3) above.
Managerial Assistance to Portfolio Companies
As a BDC, we are required to make available significant managerial assistance to our portfolio companies that constitute a qualifying asset within the meaning of Section 2(a)(47) of the
1940 Act. However, if a BDC purchases securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such significant
managerial assistance. Making available significant managerial assistance means any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if
accepted, does provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. Our Administrator may provide such
assistance on our behalf to portfolio companies that request such assistance. Officers of our Investment Adviser and Administrator may provide assistance to controlled affiliates.
Temporary Investments
Pending investments in other types of qualifying assets, as described above, may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in
one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. We may invest in U.S. Treasury bills or in
repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase
by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price
by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more
than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the Diversification Tests, as defined below under “Regulation—Election to be
Treated as a RIC,” in order to qualify as a RIC for federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our
Investment Adviser will monitor the creditworthiness of the counterparties with which we may enter into repurchase agreement transactions.
Senior Securities
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act
and referred to as the asset coverage ratio, is compliant with the 1940 Act, immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make
provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage requirement at the time of the distribution or
repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to our asset coverage ratio. We received exemptive relief
from the SEC allowing us to modify the asset coverage requirement to exclude the SBA debentures from the calculation. For a discussion of the risks associated with leverage, see “Risk Factors
—Risks Relating to our Business and Structure—Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital” for more information.
Joint Code of Ethics and Code of Conduct
We and PennantPark Investment Advisers have adopted a joint code of ethics pursuant to Rule 17j-1 under the 1940 Act and a code of conduct that establish procedures for personal
investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be
purchased or held by us, so long as such investments are made in accordance with the codes’ requirements. Our joint code of ethics and code of conduct are available, free of charge, on our
website at www.pennantpark.com. In addition, the joint code of ethics is attached as an exhibit to this Report and is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov.
You may also obtain a copy of our joint code of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
15
Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to our Investment Adviser. The Proxy Voting Policies and Procedures of our Investment Adviser are set forth below. The guidelines are
reviewed periodically by our Investment Adviser and our non-interested directors, and, accordingly, are subject to change. For purposes of these Proxy Voting Policies and Procedures described
below, “we,” “our” and “us” refer to our Investment Adviser.
Introduction
As an investment adviser registered under the Advisers Act, our Investment Adviser have a fiduciary duty to act solely in the best interests of their clients. As part of this duty, our
Investment Adviser recognize that they must vote client securities in a timely manner free of conflicts of interest and in the best interests of their clients.
These policies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Proxy Policies
Our Investment Adviser vote proxies relating to our portfolio securities in what they perceive to be the best interests of our stockholders. Our Investment Adviser review on a case-by-case
basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by its clients. Although our Investment Adviser will generally vote against proposals
that may have a negative impact on its clients’ portfolio securities, our Investment Adviser may vote for such a proposal if there exists compelling long-term reasons to do so.
Our Investment Adviser proxy voting decisions are made by the senior investment professionals who are responsible for monitoring each of its clients’ investments. To ensure that the
vote is not the product of a conflict of interest, our Investment Adviser requires that: (1) anyone involved in the decision making process disclose to its Chief Compliance Officer any potential
conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote
administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.
Proxy Voting Records
You may obtain information about how we voted proxies, free of charge, by calling us at (786) 297-9500 or by making a written request for proxy voting information to: Richard Allorto,
Chief Financial Officer and Treasurer, 1691 Michigan Avenue, Miami, Florida 33139.
Privacy Protection Principles
We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is provided to help you understand
what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available
to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service
stockholder accounts (for example, to a transfer agent or third party administrator).
We restrict access to non-public personal information about our stockholders to employees of our Investment Adviser and its affiliates with a legitimate business need for the information.
We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders.
Our privacy protection policies are available, free of charge, on our website at www.pennantpark.com. In addition, the privacy policy is available on the EDGAR Database on the SEC’s
Internet website at www.sec.gov, filed as an exhibit to our annual report on Form 10-K (File No. 814-00736), filed on November 16, 2022.
Other
We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors, including a
majority of our directors who are not interested persons of us, and, in some cases, prior approval by the SEC.
We will be periodically examined by the SEC and SBA for compliance with the 1940 Act and 1958 Act, respectively.
We are required by law to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are
prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such person’s office.
We and PennantPark Investment Advisers have each adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws. We
review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and we designate a Chief Compliance Officer to be responsible for administering
the policies and procedures.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, imposes several regulatory requirements on publicly held companies and their insiders. Many of these
requirements affect us.
For example:
•
•
•
pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, our Chief Executive Officer and Chief Financial Officer must certify the
accuracy of the financial statements contained in our periodic reports;
pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;
pursuant to Rule 13a-15 of the Exchange Act, our management must prepare an annual report regarding its assessment of our internal controls over financial reporting; and
16
•
pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls
over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated there-
under. We continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and continue to take actions necessary to ensure that we are in compliance with
that act.
Election to be Treated as a RIC
We have elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must,
among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements (as described below). We also must annually distribute dividends for U.S.
federal income tax purposes to our stockholders of an amount generally at least equal to 90% of the sum of our ordinary income and realized net short-term capital gains in excess of realized net
long-term capital losses, or investment company taxable income, and determined without regard to any deduction for dividends paid out of the assets legally available for distribution, or the
Annual Distribution Requirement.
In order to qualify as a RIC for federal income tax purposes, we must:
•
•
•
maintain an election to be treated as a BDC under the 1940 Act at all times during each taxable year;
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other
securities, net income from certain qualified publicly traded partnerships or other income derived with respect to our business of investing in such stock or securities, or the 90%
Income Test; and
diversify our holdings, or the Diversification Tests, so that at the end of each quarter of the taxable year:
1)
2)
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities
of any one issuer neither represents more than 5% of the value of our assets nor more than 10% of the outstanding voting securities of the issuer; and
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or
more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in certain
qualified publicly traded partnerships.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute in respect of
each calendar year dividends to our stockholders of an amount at least equal to the sum of (1) 98% of our net ordinary income (subject to certain deferrals and elections) for the calendar year, (2)
98.2% of our capital gain net income (i.e., the excess, if any, of our capital gains over capital losses), adjusted for certain ordinary losses, generally for the one-year period ending on October 31
of the calendar year plus (3) any net ordinary income or capital gain net income for the preceding years that was not distributed during such years on which we did not incur any corporate income
tax, or the Excise Tax Avoidance Requirement. Although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least
annually, out of the assets legally available for such distributions in the manner described above, we may retain and incur tax on such net capital gains or investment company taxable income,
subject to maintaining our ability to be treated as a RIC for federal income tax purposes, in order to provide us with additional liquidity.
While we intend to make sufficient distributions each taxable year to avoid incurring any material U.S. federal excise tax on our earnings, we may not be able to, or may choose not to,
distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we generally will be liable for the excise tax only on the amount by which we do not meet the Excise Tax
Avoidance Requirement. Under certain circumstances, however, we may, in our sole discretion, determine that it is in our best interests to retain a portion of our income or capital gains rather
than distribute such amount as dividends and accordingly cause us to bear the excise tax burden associated therewith.
We may invest in partnerships which may result in our being subject to additional state, local or foreign income, franchise or other tax liabilities. In addition, some of the income and fees
that we may recognize will not satisfy the 90% Income Test. In order to mitigate the risk that such income and fees would disqualify us as a RIC as a result of a failure to satisfy the 90% Income
Test, we may be required to recognize such income and fees indirectly through the Taxable Subsidiary, which is classified as a corporation for U.S. federal income tax purposes. The Taxable
Subsidiary generally will be subject to corporate income taxes on its earnings, which ultimately will reduce our return on such income and fees.
Taxation as a RIC
If we qualify as a RIC, and satisfy the Annual Distribution Requirement, then we will not be subject to federal income tax on the portion of our investment company taxable income and
net capital gains, determined without regard to any deduction for dividends paid, we distribute (or are deemed to distribute) as dividends for U.S. federal income tax purposes to stockholders.
Additionally, upon satisfying these requirements, we will be subject to U.S. federal income tax at the regular corporate rates on any investment company taxable income or net capital gains,
determined without regard to any deduction for dividends paid, that is not distributed (or not deemed to have been distributed) as dividends for U.S. federal income tax purposes to our
stockholders.
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold a debt instrument that is treated under applicable tax rules as
having OID (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each taxable year a portion of the OID
that accrues over the life of the debt instrument, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our
investment company taxable income in the taxable year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even
though we will not have received any corresponding cash amount.
We invest in below investment grade instruments. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about
issues such as when we may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless debt instruments, how payments
received on obligations in default should be allocated between principal and income and whether exchanges of debt instruments in a bankruptcy or workout context are taxable. We will address
these and other issues to the extent necessary in order to continue to maintain our qualification to be subject to tax as a RIC.
Gain or loss realized by us from equity securities and warrants acquired by us, as well as any loss attributable to the lapse of such warrants, generally will be treated as capital gain or loss.
Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.
17
We are authorized to borrow funds and to sell assets in order to satisfy our Annual Distribution Requirement or the Excise Tax Avoidance Requirement. However, under the 1940 Act, we
are not permitted to make distributions to our stockholders while our debt instruments and other senior securities are outstanding unless certain asset coverage requirements are met. Moreover,
our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC,
including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at
times that, from an investment standpoint, are not advantageous.
We may distribute our common stock as a dividend from our taxable income and a stockholder could receive a portion of such distributions declared and distributed by us in shares of our
common stock with the remaining amount in cash. A stockholder will be considered to have recognized dividend income generally equal to the fair market value of the stock paid by us plus cash
received with respect to such dividend. The total dividend declared and distributed by us would be taxable income to a stockholder even though only a small portion of the dividend was paid in
cash to pay any taxes due on the total dividend. We have not yet elected to distribute stock as a dividend but reserve the right to do so.
Failure to Qualify as a RIC
If we fail to satisfy the Annual Distribution Requirement or fail to qualify as a RIC in any taxable year, unless certain cure provisions of the Code apply, we will be subject to tax in that
taxable year on all of our taxable income at regular corporate rates, regardless of whether we make any dividend distributions to our stockholders. In that case, all of our income will be subject to
corporate-level federal income tax, reducing the amount available to be distributed to our stockholders. In contrast, assuming we qualify as a RIC, our corporate-level federal income tax should
be substantially reduced or eliminated. See “Election to be Treated as a RIC” above for more information.
If we are unable to maintain our status as a RIC, we also would not be able to deduct distributions to stockholders, nor would distributions be required to be made. Distributions would
generally be taxable as dividends to our stockholders to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, U.S. non-corporate
stockholders generally would be eligible to treat such dividends as “qualified dividend income,” which generally would be subject to reduced rates of U.S. federal income tax, and dividends paid
by us to certain U.S. corporate stockholders would be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated
first as a return of capital to the extent of the stockholder’s tax basis in our common stock, and any remaining distributions would be treated as a capital gain. Moreover, if we fail to qualify as a
RIC in any taxable year, to qualify again to be treated as a RIC for federal income tax purposes in a subsequent taxable year, we would be required to distribute our earnings and profits
attributable to any of our non-RIC taxable years as dividends to our stockholders. In addition, if we fail to qualify as a RIC for a period greater than two consecutive taxable years, to qualify as a
RIC in a subsequent taxable year we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (that is, the excess of the aggregate gains, including
items of income, over aggregate losses that would have been realized with respect to such assets if we had sold the property at fair market value at the end of the taxable year) that we elect to
recognize on requalification or when recognized over the next five taxable years.
SBA Regulations
SBIC II is licensed to operate under the SBA as a SBIC under Section 301(c) of the 1958 Act and received its license in 2013.
SBICs are designed to stimulate the flow of capital to businesses that meet specified eligibility requirements discussed below. Under SBA regulations, SBIC II is subject to regulatory
requirements including, among other things, making investments in SBA eligible “small businesses” (as defined by the SBA), investing at least 25% of regulatory capital in eligible “smaller
business enterprises”, placing certain limitations on the financing terms of investments by SBICs in portfolio companies, prohibiting investing in certain industries, and meeting certain required
capitalization thresholds among other regulations. Furthermore, SBIC II is subject to regulation and oversight by the SBA, including, among other things, periodic the performance of financial
audits by an independent auditor and periodic examinations, including of SBIC II’s of their financial statements that are prepared on a basis of accounting other than GAAP pursuant to SBA
accounting standards and financial reporting requirements for SBICs. For example, SBIC II does not use fair value accounting on its assets or liabilities under SBA valuation guidelines. If SBIC
II fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit use of SBA-guaranteed debentures, declare outstanding debentures
immediately due and payable, and/or limit SBIC II from making new investments. In addition, the SBA can revoke or suspend a SBIC license for willful or repeated violation of, or willful or
repeated failure to observe, any provision of the 1958 Act or any rule or regulation promulgated thereunder. These actions by the SBA would, in turn, negatively affect us.
Eligible Small and Smaller Businesses
Under present current SBA regulations, eligible “small business” generally include businesses that (together with their affiliates) have tangible net worth not exceeding $19.5 million and
have average annual net income after U.S. federal income taxes not exceeding $6.5 million (average net income to be computed without benefit of any carryover loss) for the two most recent
fiscal years. In addition, SBIC II must invest at least 25% of its investment capitals in “smaller” concerns enterprises”. A “smaller concern enterprise” generally includes a business (together with
its affiliates) that has tangible net worth not exceeding $6.0 million and has average annual net income after U.S. federal income taxes not exceeding $2.0 million (average net income to be
computed without benefit of any carryover loss) for the two most recent fiscal years. SBA regulations also provide alternative industry size standard criteria to determine eligibility for
designation as an eligible small business or a smaller enterprise, which criteria depend on the primary industry in which the business is engaged and is based on the number of employees or gross
revenue of the business and its affiliates or as an alternative to the aforementioned requirement, meet the size requirements based on either the number of employees or gross revenue, which is
based on the industry in which the smaller concern operates. However, once an SBIC has invested in a company, it may continue to make follow-on investments in the company, regardless of the
size of the business at the time of the follow-on investment, up and until the time a business offers its securities in a public market through the company’s initial public offering, if any.
Financing Limitations, Terms and Changes in Control
The SBA generally prohibits an SBIC from financing small businesses in certain industries, such as relending, gambling, oil and gas exploration and other passive businesses. Additional
SBA prohibitions include investing outside the United States, investing more than 30% of regulatory capital in any one company and its affiliates and lending money to any officer, director or
employee or to invest in any affiliate thereof. The SBA places certain limits on the financing terms of investments by SBIC II in portfolio companies such as limiting the interest rate on debt
securities and loans provided to portfolio companies. The SBA also limits fees, prepayment terms and other economic arrangements that are typically charged in lending arrangements.
The SBA also prohibits, without prior written approval, a “change in control” of SBIC II or transfers that would result in any person or group owning 10% or more of a class of capital
stock (or its equivalent in the case of a partnership) of a licensed SBIC. A “change of control” is any event which would result in the transfer of power, direct or indirect, to direct management
and policies of an SBIC, whether through ownership, contractual arrangements or otherwise.
Idle Funds Limitation
The SBA limits an SBIC to investing idle funds in the following types of securities:
•
direct obligations of, or obligations guaranteed as to principal and interest by, the U.S. Government, which mature within 15 months from the date of the investment;
18
•
•
•
•
•
•
repurchase agreements with federally insured institutions with a maturity of seven days or less (and the securities underlying the repurchase obligations must be direct obligations
of or guaranteed by the federal government);
mutual funds, securities or other instruments that exclusively consist of, or represent pooled assets of, investments described in the first and second bulleted paragraphs above;
certificates of deposit with a maturity of one year or less, issued by a federally insured institution; or
a deposit account in a federally insured institution that is subject to withdrawal restriction of one year or less.
a checking account in a federally insured institution; or
• a reasonable petty cash fund.
SBA Leverage or Debentures
SBA-guaranteed debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed at
the time of issuance at a market-driven spread over 10-year U.S. Treasury Notes. Leverage through SBA-guaranteed debentures is subject to required capitalization thresholds. SBA current
regulations limit the amount that an SBIC may borrow to a maximum of $175.0 million, which is up to twice its regulatory capital, and a maximum of $350.0 million as part of a group of SBICs
under common control. The SBA, as a creditor, will have a superior claim to SBIC II’s assets over our stockholders in the event we liquidate SBIC II or the SBA exercises its remedies under the
SBA-guaranteed debentures issued by SBIC II upon an event of default.
19
Item 1A. Risk Factors
Before you invest in our securities, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other
information included in this Report, before you decide whether to make an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results. If any of the following
events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our NAV, the trading price of our common stock, our 2026 Notes, our
2026 Notes-2 or any securities we may issue, may decline, and you may lose all or part of your investment.
RISKS RELATING TO OUR BUSINESS AND STRUCTURE
We are subject to various covenants under our Truist Credit Facility which, if not complied with, could result in reduced availability and/or mandatory prepayments under our Truist Credit
Facility and SBA debentures.
In addition to the asset coverage ratio requirements, our Truist Credit Facility contains various covenants which, if not complied with, could accelerate repayment under the Truist Credit
Facility. This could have a material adverse effect on our business, financial condition and results of operations. Our borrowings under our Truist Credit Facility are collateralized by the assets in
our investment portfolio, excluding those portfolio investments held by SBIC II. The agreements governing the Truist Credit Facility require us to comply with certain financial and operational
covenants. These covenants include:
•
•
•
A requirement to retain our status as a RIC;
A requirement to maintain a minimum amount of stockholders’ equity; and
A requirement that our outstanding borrowings under the Truist Credit Facility not exceed a certain percentage of the value of our portfolio.
In addition to the Truist Credit Facility, SBIC II has issued SBA debentures that require us and SBIC II to generate sufficient cash flow to make required interest payments. Further, SBIC
II must maintain a minimum capitalization that, if impaired, could materially and adversely affect our liquidity, financial condition and results of operations by accelerating repayment under the
SBA debentures. Our borrowings under the SBA debentures are secured by the assets of SBIC II.
Our continued compliance with these covenants depends on many factors, some of which are beyond our control. A material decrease in our NAV in connection with additional
borrowings could result in an inability to comply with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum
level of stockholders’ equity. This could have a material adverse effect on our operations, as it would reduce availability under the Truist Credit Facility and could trigger mandatory prepayment
obligations under the terms of the Truist Credit Facility.
We operate in a highly competitive market for investment opportunities.
A number of entities compete with us to make the types of investments that we make in middle-market companies. We compete with public and private funds, including other BDCs,
commercial and investment banks, commercial financing companies, CLO funds and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative
investment vehicles, such as hedge funds, also invest in middle-market companies. As a result, competition for investment opportunities at middle-market companies can be intense. Many of our
potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors have a lower cost
of funds and access to funding sources that are not available to us. In addition, some of our competitors have higher risk tolerances or different risk assessments, which could allow them to
consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on
us as a BDC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of
this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make
investments that are consistent with our investment objectives.
Participants in our industry compete on several factors, including price, flexibility in transaction structuring, customer service, reputation, market knowledge and speed in decision-
making. We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that are lower than the rates we
offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may
experience decreased net interest income and increased risk of credit loss.
Our borrowers may default on their payments, which may have a materially negative effect on our financial performance.
Our primary business exposes us to credit risk, and the quality of our portfolio has a significant impact on our earnings. Credit risk is a component of our fair valuation of our portfolio
companies. Negative credit events will lead to a decrease in the fair value of our portfolio companies.
In addition, market conditions have affected consumer confidence levels, which may harm the business of our portfolio companies and result in adverse changes in payment patterns.
Increased delinquencies and default rates would negatively impact our results of operations. Deterioration in the credit quality of our portfolio could have a material adverse effect on our
business, financial condition and results of operations. If interest rates rise, some of our portfolio companies may not be able to pay the escalating interest on our loans and may default.
We make long-term loans and debt investments, which may involve a high degree of repayment risk. Our investments with a deferred interest feature, such as OID income and PIK
interest, could represent a higher credit risk than investments that must pay interest in full in cash on a regular basis. We invest in companies that may have limited financial resources, typically
are highly leveraged and may be unable to obtain financing from traditional sources. Accordingly, a general economic downturn or severe tightening in the credit markets could materially impact
the ability of our borrowers to repay their loans, which could significantly damage our business. Numerous other factors may affect a borrower’s ability to repay its loan, including the failure to
meet its business plan or a downturn in its industry. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially,
termination of its loans or foreclosure on the secured assets. This could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under
the loans or debt securities that we hold. In addition, our portfolio companies may have, or may be permitted to incur, other debt that ranks senior to or equally with our securities. This means that
payments on such senior-ranking securities may have to be made before we receive any payments on our subordinated loans or debt securities. Deterioration in a borrower’s financial condition
and prospects may be accompanied by deterioration in any related collateral and may adversely affect our financial condition and results of operations.
Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at fair value, which is derived from a market value or, if no market value is ascertainable or if market value does not reflect the fair
value of such investment in the bona fide determination of our board of directors, then we would carry our investments at fair value, as determined in
20
good faith by or under the direction of our board of directors. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation or loss. Unrealized losses of
any given portfolio company could be an indication of such company’s inability in the future to meet its repayment obligations to us.
If the fair value of our portfolio companies reflects unrealized losses that are subsequently realized, we could experience reductions of our income available for distribution in future
periods that could materially harm our results of operations and cause a material decline in the value of our publicly traded common stock.
We are dependent upon our Investment Adviser’s key personnel for our future success, and if our Investment Adviser is unable to hire and retain qualified personnel or if our Investment
Adviser loses any member of its management team, our ability to achieve our investment objectives could be significantly harmed.
We depend on the diligence, skill and network of business contacts of the senior investment professionals of our Investment Adviser for our future success. We also depend, to a
significant extent, on PennantPark Investment Advisers’ access to the investment information and deal flow generated by these senior investment professionals and any others that may be hired
by PennantPark Investment Advisers. Subject to the overall supervision of our board of directors, the managers of our Investment Adviser evaluate, negotiate, structure, close and monitor our
investments. Our future success depends on the continued service of management personnel of our Investment Adviser. The departure of managers of PennantPark Investment Advisers could
have a material adverse effect on our ability to achieve our investment objectives. In addition, we can offer no assurance that PennantPark Investment Advisers will remain our Investment
Adviser. The Investment Adviser has the right, under the Investment Management Agreement, to resign at any time upon 60 days’ written notice, whether we have found a replacement or not.
If our Investment Management Agreement is terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in
locating alternative parties to provide the services we expect to receive under our Investment Management Agreement. Any new investment management agreement would also be subject to
approval by our stockholders.
We are exposed to risks associated with changes in interest rates that may affect our cost of capital and net investment income.
Since we borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest
those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising
interest rates, our cost of funds will increase and the interest rate on investments with an interest rate floor will not increase until interest rates exceed the applicable floor, which will reduce our
net investment income. We may use interest rate risk management techniques, such as total return swaps and interest rate swaps, in an effort to limit our exposure to interest rate fluctuations.
These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to participate
in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse
effect on our business, financial condition and results of operations. Also, we have limited experience in entering into hedging transactions and we will initially have to purchase or develop such
expertise, which may diminish the actual benefits of any hedging strategy we employ. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Quantitative and Qualitative Disclosures about Market Risk” for more information.
A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments once the interest rate exceeds the applicable floor.
Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle and may result in a substantial increase of the amount of incentive fees payable to
our Investment Adviser with respect to Pre-Incentive Fee Net Investment Income.
General interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. A reduction in
interest rates may result in both lower interest rates on new investments and higher repayments on current investments with higher interest rates, which may have an adverse impact on our net
investment income. An increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates or are subject to interest rate floors and also could increase
our interest expense on our Truist Credit Facility, thereby decreasing our net investment income. Also, an increase in interest rates available to investors could make an investment in our common
stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock.
If general interest rates continue to rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could
result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may
have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, continued rising interest rates may increase pressure on us to provide
fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as any increases in our cost of borrowed funds would not be accompanied by increased
interest income from such fixed-rate investments.
The discontinuation and pending replacement of LIBOR may adversely affect the value of the LIBOR-indexed, floating-rate debt securities in our portfolio or issued by us.
In July 2017, the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. Since December 31, 2021, all sterling, euro,
Swiss franc and Japanese yen LIBOR settings and the 1-week and 2-month U.S. dollar LIBOR settings have ceased to be published on a representative basis, and it is anticipated that after June
30, 2023, the overnight, 1-month, 3-month, 6-month and 12-month U.S. dollar LIBOR settings will cease to be published on a representative basis. Although some settings of U.S. dollar LIBOR
continue to be published, there is no assurance that LIBOR will continue to exist as a representative rate until June 30, 2023, or at any time thereafter. Some regulators have prohibited the use of
any LIBOR benchmarks in new contracts and have required that regulated entities transition existing contracts to another benchmark prior to June 30, 2023. Although settings of such LIBOR
benchmarks may continue to be available, such prohibitions and requirements may adversely affect the value of floating-rate debt securities in our portfolio or issued by us.
At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the U.S. Federal Reserve, in connection with the Alternative Reference
Rates Committee, a steering committee comprised of large U.S. financial institutions, recommended replacing U.S. dollar LIBOR with alternative reference rates based on the Secured Overnight
Financing Rate (“SOFR”). Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are many uncertainties regarding a
transition from LIBOR, including, but not limited to, the need to amend all contracts with LIBOR as the referenced rate and how this will impact the cost of variable rate debt and certain
derivative financial instruments. In addition, SOFR or other replacement rates may fail to gain market acceptance. Any failure of SOFR or alternative reference rates to gain market acceptance
could adversely affect the return on, value of and market for securities linked to such rates. The elimination of LIBOR, the replacement of LIBOR with any alternative reference rate, such as
SOFR (or an alternative reference rate based on SOFR) or any other changes or reforms to LIBOR could have an adverse impact on the market value of and/or transferability of any floating-rate
debt securities in our portfolio or issued by us. In addition, certain statutory regimes which cause a legislative transaction away from LIBOR to an alternative reference rate may apply, e.g., N.Y.
Gen. Oblig. Law § 18-401 or the Adjustable Interest Rate (LIBOR) Act to certain floating-rate debt securities in our portfolio or issued by us and could have a material and adverse impact on the
value or liquidity of those instruments.
The IRS has issued regulations regarding the tax consequences of the transition from LIBOR or another interbank offered rate (“IBOR”) to a new reference rate in debt instruments and
non-debt contracts. Under the regulations, alteration or modification of the terms of a debt instrument to replace an operative rate that uses a
21
discontinued IBOR with a qualified rate (as defined in the regulations) including true up payments equalizing the fair market value of contracts before and after such IBOR transition, to add a
qualified rate as a fallback rate to a contract whose operative rate uses a discontinued IBOR or to replace a fallback rate that uses a discontinued IBOR with a qualified rate would not be taxable.
The IRS may provide additional guidance, with potential retroactive effect.
Our financial condition and results of operation depend on our ability to manage future growth effectively.
Our ability to achieve our investment objectives depends on our ability to grow, which depends, in turn, on our Investment Adviser’s ability to identify, invest in and monitor companies
that meet our investment selection criteria. Accomplishing this result on a cost-effective basis is largely a function of our Investment Adviser’s structuring of the investment process, its ability to
provide competent, attentive and efficient services to us and our access to financing on acceptable terms. The management team of PennantPark Investment Advisers has substantial
responsibilities under our Investment Management Agreement. In order for us to grow, our Investment Adviser will need to hire, train, supervise and manage new employees. However, we can
offer no assurance that any current or future employees will contribute effectively to the work of, or remain associated with, the Investment Adviser. We caution you that the principals of our
Investment Adviser or Administrator may also be called upon to provide and currently do provide significant managerial assistance to portfolio companies and other investment vehicles,
including other BDCs, which are managed by the Investment Adviser. Such demands on their time may distract them or slow our rate of investment. Any failure to manage our future growth
effectively could have a material adverse effect on our business, financial condition and results of operations.
We are highly dependent on information systems and systems failures could have a material adverse effect on our business, financial condition and results of operations.
Our business depends on the communications and information systems, including financial and accounting systems, of the Investment Adviser, the Administrator and our external service
providers. Any failure or interruption of such systems could cause delays or other problems in our activities. This, in turn, could have a material adverse effect on our business, financial condition
and results of operations.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders
could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to
prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition,
any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or the subsequent testing by our independent registered public accounting firm (when undertaken,
as noted below), may reveal deficiencies in our internal controls over financial reporting that are deemed to be significant deficiencies, material weaknesses or that may require prospective or
retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors and lenders to lose
confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.
We may not replicate the historical performance of other investment companies and funds with which our senior and other investment professionals have been or are affiliated.
The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total assets primarily in securities of
U.S. private companies or thinly traded public companies (i.e., public companies with a market capitalization of less than $250 million), cash, cash equivalents, U.S. government securities and
high-quality debt investments that mature in one year or less. These constraints may hinder the Investment Adviser’s ability to take advantage of attractive investment opportunities and to achieve
our investment objectives. In addition, the investment philosophy and techniques used by the Investment Adviser may differ from those used by other investment companies and funds advised by
the Investment Adviser. Accordingly, we can offer no assurance that we will replicate the historical performance of other investment companies and funds with which our senior and other
investment professionals have been affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies.
Any failure on our part to maintain our status as a BDC would reduce our operating flexibility.
If we do not remain a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the
1940 Act and correspondingly decrease our operating flexibility, which could have a material adverse effect on our business, financial condition and results of operations.
Loss of RIC tax status would substantially reduce our net assets and income available for debt service and distributions.
We have operated and continue to operate so as to maintain our election to be treated as a RIC under Subchapter M of the Code. If we meet the 90% Income Test, the Diversification Tests,
and the Annual Distribution Requirement, we generally will not be subject to corporate-level income taxation on income we timely distribute, or are deemed to distribute, as dividends for U.S.
federal income tax purposes to our stockholders. We would cease to qualify for such tax treatment if we were unable to comply with these requirements. In addition, we may have difficulty
meeting our Annual Distribution Requirement to our stockholders because, in certain cases, we may recognize income before or without receiving cash representing such income. If we fail to
qualify as a RIC, we will have to pay corporate-level taxes on all of our income whether or not we distribute it, which would substantially reduce the amount of income available for debt service
as well as reduce and/or affect the character and amount of our distributions to our stockholders. Even if we qualify as a RIC, we generally will be subject to a 4% nondeductible excise tax if we
do not distribute to our stockholders in respect of each calendar year an amount at least equal to the Excise Tax Avoidance Requirement.
We may have difficulty paying our Annual Distribution Requirement if we recognize income before or without receiving cash representing such income.
For federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as OID and PIK interest, which represents interest added to the loan
balance and due at the end of the loan term. OID, which could be significant relative to our overall investment assets, and increases in loan balances as a result of PIK interest will be included in
income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash, such as amounts attributable to
foreign currency transactions. Our investments with a deferred interest feature, such as PIK interest, may represent a higher credit risk than loans for which interest must be paid in full in cash on
a regular basis. For example, even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is scheduled to occur upon maturity of the
obligation.
The part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in
cash. If a portfolio company defaults on a loan that is structured to provide PIK or OID interest, it is possible that accrued interest previously used in the calculation of the incentive fee will
become uncollectible.
We depend in part on SBIC II for cash distributions to enable us to meet the distribution requirements to be subject to tax as a RIC. In this regard, SBIC II is limited by the SBA
regulations governing SBICs from making certain distributions to us that may be necessary to satisfy the requirements to be subject to tax as a RIC. In such a
22
case, we would need to request a waiver of the SBA’s restrictions for SBIC II to make certain distributions to enable us to be subject to tax as a RIC. We cannot assure you that the SBA will grant
such waiver, and if SBIC II is unable to obtain a waiver, compliance with the SBA regulations may cause us to incur a corporate-level income tax.
If we are unable to satisfy the Annual Distribution Requirement, we may have to sell some of our investments at times or prices we would not consider advantageous, or raise additional
debt or equity capital or reduce new investment originations to meet these distribution requirements, which could have a material adverse effect on our business, financial condition and results of
operations. If we are not able to obtain cash from other sources, we may lose our ability to be subject to tax as a RIC and thus be subject to corporate-level income tax.
Legislation enacted in 2018 allows us to incur additional leverage.
A BDC has historically been able to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as
defined in Section 61(a)(2) of the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Consolidated Appropriations Act of 2018 (which includes the SBCAA)
was enacted which amended the 1940 Act to decrease this percentage from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity) for
a BDC that has received either stockholder approval or approval of a “required majority” (as defined in Section 57(o) of the 1940 Act) of its board of directors of the application of such lower
asset coverage ratio to the BDC. On February 5, 2019, our stockholders approved such reduction, as approved by our board of directors on November 13, 2018. As such, we are able to incur
additional indebtedness so long as we comply with the applicable disclosure requirements, which may increase the risk of investing in us. Under the 200% minimum asset coverage ratio, we were
permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity and, under the 150% minimum asset coverage ratio, we are permitted to borrow up to two
dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a)(2) of the 1940 Act permits BDCs to potentially increase their debt-to-equity ratio from a
maximum of 1-to-1 to a maximum of 2-to-1. In addition, since our base management fee is determined and payable based upon our average adjusted gross assets, which includes any borrowings
for investment purposes, our base management fee expense may increase if we incur additional leverage. Effective February 5, 2019, base management fees were reduced from 1.50% to 1.00%
on gross assets that exceed 200% of our total net assets as of the immediately preceding quarter-end.
Because we intend to distribute substantially all of our income to our stockholders to maintain our ability to be subject to tax as a RIC, we may need to raise additional capital to finance our
growth. If funds are not available to us, we may need to curtail new investments, and our common stock value could decline.
In connection with satisfying the requirements to be subject to tax as a RIC, we intend to distribute to our stockholders substantially all of our investment company taxable income and net
capital gains each taxable year. However, we may retain all or a portion of our net capital gains and incur applicable income taxes with respect thereto and elect to treat such retained net capital
gains as deemed dividend distributions to our stockholders.
As noted above, on November 13, 2018 and February 5, 2019, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), and our
stockholders, respectively, approved a reduction of our asset coverage ratio from 200% to 150%. The asset coverage requirement applicable to us for senior securities was reduced from 200%
(i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity). If we incur additional indebtedness under this provision, the risk of investing in us
will increase. If the value of our assets declines, we may be unable to satisfy this asset coverage test. If that happens, we may be required to sell a portion of our investments or sell additional
common stock and, depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous. In addition, the issuance of
additional securities could dilute the percentage ownership of our current stockholders in us.
We depend in part on SBIC II for cash distributions to enable us to meet the distribution requirements to be subject to tax as a RIC. In this regard, SBIC II is limited by the SBA
regulations governing SBICs from making certain distributions to us that may be necessary to satisfy the requirements to be subject to tax as a RIC. In such a case, we would need to request a
waiver of the SBA’s restrictions for SBIC II to make certain distributions to enable us to be subject to tax as a RIC. We cannot assure you that the SBA will grant such waiver, and if SBIC II is
unable to obtain a waiver, compliance with the SBA regulations may cause us to incur a corporate-level income tax.
Regulations governing our operation as a BDC will affect our ability to, and the way in which we raise additional capital.
Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of additional senior securities or other indebtedness, the issuance of additional
shares of our common stock, the issuance of warrants or subscription rights to purchase certain of our securities, or from securitization transactions or through SBA debentures. However, we may
not be able to raise additional capital in the future on favorable terms or at all. We may issue debt securities or preferred securities, which we refer to collectively as “senior securities,” and we
may borrow money from banks, through the SBA debenture program or other financial institutions, up to the maximum amount permitted by the 1940 Act. Under the 1940 Act, the asset coverage
ratio requirements permit us to issue senior securities or incur indebtedness subject to certain limitations, exclusive of the SBA debentures pursuant to our SEC exemptive relief. Our ability to pay
distributions or issue additional senior securities would be restricted if our asset coverage ratio was not met. If the value of our assets declines, we may be unable to satisfy the asset coverage
ratio. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be disadvantageous, which could
materially harm our business, financial condition and results of operations.
•
•
Senior Securities. As a result of issuing senior securities, we are exposed to typical risks associated with leverage, including an increased risk of loss. If we issue preferred
securities, they would rank “senior” to common stock in our capital structure. Preferred stockholders would have separate voting rights and may have rights, preferences or
privileges more favorable than those of holders of our common stock. Furthermore, the issuance of preferred securities could have the adverse effect of delaying, deferring or
preventing a transaction or a change of control that might involve a premium price for our common stockholders or otherwise be in your best interest. Our senior securities may
include conversion features that cause them to bear risks more closely associated with an investment in our common stock.
Additional Common Stock. Our board of directors may decide to issue common stock to finance our operations rather than issuing debt or other senior securities. As a BDC, we
are generally not able to issue our common stock at a price below NAV per share without first obtaining certain approvals from our stockholders and our board of directors. Also,
subject to the requirements of the 1940 Act, we may issue rights to acquire our common stock at a price below the current NAV per share of the common stock if our board of
directors determines that such sale is in our best interests and the best interests of our common stockholders. In any such case, the price at which our securities are to be issued
and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities. However, when required to be
undertaken, the procedures used by the board of directors to determine the NAV per share of our common stock within 48 hours of each offering of our common stock may differ
materially from and will necessarily be more abbreviated than the procedures used by the board of directors to determine the NAV per share of our common stock at the end of
each quarter because there is a an extensive process each quarter to determine the NAV per share of our common stock which cannot be completed in 48 hours. The quarterly
process includes preliminary valuation conclusions, engagement of independent valuation firms and review by those firms of preliminary valuation conclusions. By contrast, the
procedures in connection with an offering may yield a NAV that is less precise than the NAV determined at the end of each quarter. We will not offer transferable subscription
rights to our stockholders at a price equivalent to less than the then current NAV per share of common stock, excluding underwriting commissions, unless we first file a post-
effective amendment that is declared effective by the SEC with respect to such issuance and the common stock to be purchased in connection with such rights represents no more
than one-third of our outstanding common stock at the time such rights are issued. In addition, for us to file a post-effective amendment to a registration statement on Form N-2,
we must then be qualified to register our securities under the requirements of Form S-3. We may actually issue shares above or below a future NAV. If we raise additional funds
by issuing more
23
•
•
common stock or warrants or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our common stockholders at that time would
decrease, and our common stockholders would experience voting dilution.
Securitization. In addition to issuing securities to raise capital as described above, we anticipate that in the future, as market conditions and the rules and regulations of the SEC
permit, we may securitize our loans to generate cash for funding new investments. To securitize loans, we may create a wholly-owned subsidiary, contribute a pool of loans to the
subsidiary and have the subsidiary issue primarily investment grade debt securities to purchasers who we would expect to be willing to accept a substantially lower interest rate
than the loans earn. Even though we expect the pool of loans that we contribute to any such securitization vehicle to be rated below investment grade, because the securitization
vehicle’s portfolio of loans would secure all of the debt issued by such vehicle, a portion of such debt may be rated investment grade, subject in each case to market conditions
that may require such portion of the debt to be over collateralized and various other restrictions. If applicable accounting pronouncements or SEC staff guidance require us to
consolidate the securitization vehicle’s financial statements with our financial statements, any debt issued by it would be generally treated as if it were issued by us for purposes of
the asset coverage ratio applicable to us. In such case, we would expect to retain all or a portion of the equity and/or subordinated notes in the securitization vehicle. Our retained
equity would be exposed to any losses on the portfolio of loans before any of the debt securities would be exposed to such losses. Accordingly, if the pool of loans experienced a
low level of losses due to defaults, we would earn an incremental amount of income on our retained equity but we would be exposed, up to the amount of equity we retained, to
that proportion of any losses we would have experienced if we had continued to hold the loans in our portfolio. We may hold subordinated debentures in any such securitization
vehicle and, if so, we would not consider such securities to be senior securities. An inability to successfully securitize our loan portfolio could limit our ability to grow our
business and fully execute our business strategy and adversely affect our earnings, if any. Moreover, the successful securitization of a portion of our loan portfolio might expose
us to losses as the residual loans in which we do not sell interests will tend to be those that are riskier and less liquid.
SBA Debentures. In addition to issuing securities and using securitizations to raise capital as described above, we have issued and may in the future issue, as permitted under
SBA regulations and through our wholly-owned subsidiary, SBIC II, and any future SBIC subsidiary, SBA debentures to generate cash for funding new investments. To issue
SBA debentures, we may request commitments for debt capital from the SBA. SBIC II is, and any future SBIC subsidiary may be, exposed to any losses on its portfolio of loans;,
however, such debentures are non-recourse to us.
SBIC II may be unable to make distributions to us that will enable us to meet or maintain RIC tax status.
In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level income taxes, we will be required to distribute substantially all of our consolidated investment
company taxable income and capital gains net income, including income from SBIC II, each taxable year as dividends to our stockholders. As noted above, we depend in part on SBIC II for cash
distributions to enable us to meet the RIC distribution requirements. SBIC II may be limited by SBA regulations governing SBICs from making certain distributions to us if it does not have
sufficient capital in accordance with SBA regulations, that which may be necessary to maintain our tax status as a RIC. We may have to request a waiver of the SBA’s restrictions limitations for
SBIC II to make certain distributions to maintain our tax status. We cannot assure you that the SBA will grant such waiver and, if SBIC II is unable to obtain a waiver, compliance with the SBA
regulations may result in not being able to meet the distribution requirements to maintain our RIC tax treatment corporate level income tax on us.
SBIC II is licensed by the SBA and is subject to SBA regulations.
SBIC II, our wholly-owned subsidiary, received a license to operate as a SBIC under the 1958 Act and is subject to regulation and oversight regulated by the SBA. The SBA places
certain limitations on the financing terms of investments by SBICs in portfolio companies and regulates the types of financings and prohibits investing in certain industries. Compliance with
SBIC requirements may cause SBIC II to make investments at lower rates in order to qualify investments under the SBA regulations.
Further, SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant regulations. If SBIC II fails to
comply with applicable regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, declare outstanding debentures immediately due and
payable, and/or limit it from making new investments. In addition, the SBA could revoke or suspend SBIC II’s license for willful or repeated violation of, or willful or repeated failure to observe,
any provision of the 1958 Act or any rule or regulation promulgated thereunder. These actions by the SBA would, in turn, negatively affect us because SBIC II is our wholly-owned subsidiary.
SBA-guaranteed debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed at
the time of issuance at a market-driven spread over 10-year U.S. Treasury Notes. Leverage through SBA-guaranteed debentures is subject to required capitalization thresholds. Current SBA
regulations limit the amount that any single SBIC may borrow to a maximum of $175.0 million, which is up to twice its regulatory capital, and a maximum of $350.0 million as part of a group of
SBICs under common control.
We currently use borrowed funds to make investments and are exposed to the typical risks associated with leverage.
Because we borrow funds to make investments, we are exposed to increased risk of loss due to our use of debt to make investments. A decrease in the value of our investments will have a
greater negative impact on the NAV attributable to our common stock than it would if we did not use debt. Our ability to pay distributions may be restricted when our asset coverage ratio is not
met, exclusive of the SBA debentures pursuant to SEC exemptive relief, and any cash that we use to service our indebtedness is not available for distribution to our common stockholders.
Our current debt is governed by the terms of our Facilities, 2026 Notes, 2026 Notes-2 and SBA debentures and future debt may be governed by an indenture or other instrument
containing covenants restricting our operating flexibility. We, and indirectly our stockholders, bear the cost of issuing and servicing debt. Any convertible or exchangeable securities that we issue
in the future may have rights, preferences and privileges more favorable than those of our common stock and may also carry leverage related risks. Leverage magnifies the potential risks for loss
and the risks of investing in us, both as detailed below.
Additionally, SBIC II has received borrowed funds and may in the future receive funds from the SBA through its debenture program. In connection with the filing of its initial SBA
license application, PennantPark Investment received exemptive relief, in 2011, from the SEC to permit us to exclude the debt of our SBICs from our consolidated asset coverage ratio. Our ratio
of total assets on a consolidated basis to outstanding indebtedness may be less than the applicable asset coverage ratio, which while providing increased investment flexibility, would also increase
our exposure to risks associated with leverage.
If we incur additional debt, it could increase the risk of investing in our shares.
We have indebtedness outstanding pursuant to our Truist Credit Facility, 2026 Notes, 2026 Notes-2 and SBA debentures and expect in the future to borrow additional amounts under our
Truist Credit Facility or other debt securities, subject to market availability, and, may increase the size of our Truist Credit Facility. We cannot assure you that our leverage will remain at current
levels. The amount of leverage that we employ will depend upon our assessment of the market and other factors at the time of any proposed borrowing. Lenders have fixed dollar claims on our
assets that are superior to the claims of our common stockholders or preferred stockholders, if any, and we have granted a security interest in our assets, excluding those of SBIC II, in connection
with borrowings under our Truist Credit Facility. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. Additionally, the SBA, as a lender and an
administrative agent, has a superior claim over the assets of SBIC II in relation to our other creditors. Any future debt issuance will increase our leverage and may be subordinate to our Truist
Credit Facility and SBA debentures. In addition, borrowings or debt issuances and SBA debentures, also known as leverage, magnify the potential for loss or gain on amounts invested and,
therefore, increase the risks
24
associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets decreases, then the use of leverage would cause the NAV
attributable to our common stock to decline more than it otherwise would have had we not utilized leverage. Similarly, any decrease in our revenue would cause our net income to decline more
than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common or preferred stock. Our ability to service any debt that we incur
depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures.
As noted above, on November 13, 2018 and February 5, 2019, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), and our
stockholders, respectively, approved a reduction of our asset coverage ratio. As a result, since February 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced
from 200% to 150%, so long as we comply with the applicable disclosure requirements, which may increase the risk of investing in us.
As of September 30, 2022 and 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 186% and 221%, respectively. Since our leverage, including SBA
debentures outstanding, was 119% and 92% of our net assets as of September 30, 2022 and 2021, respectively, we would have to receive an annual return of at least 2.6% and 1.7%, respectively,
to cover annual interest payments.
As of September 30, 2022, we had outstanding borrowings of $385.9 million under our Truist Credit Facility, $20.0 million outstanding under the SBA debentures, $150.0 million of 2026
Notes and $165.0 million of 2026 Notes-2. Our consolidated debt outstanding was $720.9 million and had a weighted average annual interest rate at the time of 4.8%, exclusive of the fee on
undrawn commitment on our Truist Credit Facility and upfront fees on the SBA debentures. This example is for illustrative purposes only, and actual interest rates on our Truist Credit Facility or
any future borrowings are likely to fluctuate. The costs associated with our borrowings, including any increase in the management fee or incentive fee payable to our Investment Adviser, are and
will be borne by our common stockholders.
The following table is designed to illustrate the effect on the return to a holder of our common stock of the leverage created by our use of borrowing as of September 30, 2022 of 53% of
total assets (including such borrowed funds), at the current interest rate at the time of 4.8%, and assumes hypothetical annual returns on our portfolio of minus 10 to plus 10 percent. The table also
assumes that we will maintain a constant level of leverage and weighted average interest rate. The amount of leverage and cost of borrowing that we use will vary from time to time. As can be
seen, leverage generally increases the return to stockholders when the portfolio return is positive and decreases return when the portfolio return is negative. Actual returns may be greater or less
than those appearing in the table.
Assumed return on portfolio (net of expenses)
Corresponding return to common stockholders
(1)
(2)
(10.0 )%
(28.3 )%
(5.0 )%
(17.0 )%
— %
(5.8 )%
5.0 %
5.5 %
10.0 %
16.7 %
(1)
(2)
The assumed portfolio return is required by regulation of the SEC and is not a prediction of, and does not represent, our projected or actual performance.
In order to compute the “corresponding return to common stockholders,” the “assumed return on portfolio” is multiplied by the total value of our assets at the beginning of the period to obtain an assumed return to us. From this
amount, all interest expense expected to be accrued during the period is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets as of the
beginning of the period to determine the “corresponding return to common stockholders.”
We may in the future determine to fund a portion of our investments with preferred stock, which is another form of leverage and would magnify the potential for loss and the risks of
investing in us.
Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the distributions on any preferred stock we issue must be
cumulative. If we issue preferred securities they would rank “senior” to common stock in our capital structure. Payment of distributions on, and repayment of the liquidation preference of, such
preferred stock would typically take preference over any distributions or other payments to our common stockholders. Also, preferred stockholders are not typically subject to any of our expenses
or losses and are not entitled to participate in any income or appreciation in excess of their stated preference. Furthermore, preferred stockholders would have separate voting rights and may have
rights, preferences or privileges more favorable than those of our common stockholders. Also, the issuance of preferred securities could have the adverse effect of delaying, deferring or
preventing a transaction or a change of control that might involve a premium price for our common stockholders or otherwise be in the best interest of stockholders.
We may in the future determine to fund a portion of our investments with debt securities, which would magnify the potential for loss and the risks of investing in us.
As a result of the issuance of our SBA debentures, borrowings under our Truist Credit Facility, and issuance of our 2026 Notes and 2026 Notes-2, we are exposed to typical risks
associated with leverage, including an increased risk of loss and an increase in expenses, which are ultimately borne by our common stockholders. Payment of interest on such debt securities
must take preference over any other distributions or other payments to our common stockholders. If we issue additional debt securities in the future, it is likely that such securities will be
governed by an indenture or other instrument containing covenants restricting our operating flexibility. In addition, such securities may be rated by rating agencies, and in obtaining a rating for
such securities, we may be required to abide by operating and investment guidelines that could further restrict our operating flexibility. Furthermore, any cash that we use to service our
indebtedness would not be available for the payment of distributions to our common stockholders.
Our credit ratings may not reflect all risks of an investment in our debt securities.
Our credit ratings, if any, are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of
any publicly issued debt securities. Our credit ratings may not reflect the potential impact of risks related to market conditions or other factors discussed above on the market value of, or trading
market for, any publicly issued debt securities. Rating agencies have reviewed, and may continue to review, our credit ratings and those of other business development companies in light of the
SBCAA as well as any corresponding changes to asset coverage ratios and, in certain cases, downgrade such ratings. Such a downgrade in our credit ratings may adversely affect our securities.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us, our 2026 Notes or our 2026 Notes-2, if any, or change in the debt markets could cause the
liquidity or market value of our 2026 Notes or our 2026 Notes-2 to decline significantly.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the
market value of our 2026 Notes or our 2026 Notes-2. Our credit ratings may not reflect the potential impact of risks relating to the structure or marketing of our 2026 Notes or our 2026 Notes-2.
Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any
underwriter undertakes any obligation to maintain our credit ratings or to advise holders of our 2026 Notes or our 2026 Notes-2 of any changes in our credit ratings. There can be no assurance
that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by any of the rating agencies if in their respective judgments
future circumstances relating to the basis of the credit rating, such as adverse changes in our Company, so warrant. The conditions of the financial markets and prevailing interest rates have
fluctuated in the past and are likely to fluctuate in the future.
25
Market conditions may make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business.
Our Truist Credit Facility matures in September 2024, our 2026 Notes mature in November 2026 and our 2026 Notes-2 mature in May 2026. Additionally, our SBA debentures mature
between March 2026 and March 2028. We utilize proceeds from the Truist Credit Facility, our 2026 Notes, our 2026 Notes-2 and our SBA debentures to make investments in our portfolio
companies. The duration of many of our investments exceeds the duration of our indebtedness under our Truist Credit Facility, our 2026 Notes, our 2026 Notes-2 and certain of our SBA
debentures. This means that we will have to extend the maturity of our Truist Credit Facility or refinance our indebtedness in order to avoid selling investments at maturity of any of our debt
investments, at which time such sales may be at prices that are disadvantageous to us, which could materially damage our business. In addition, future market conditions may affect our ability to
renew or refinance our Truist Credit Facility, our 2026 Notes, our 2026 Notes-2 and our SBA debentures on terms as favorable as those in our existing indebtedness. If we fail to extend or
refinance the indebtedness by the time it becomes due and payable, holders of the debt and/or the administrative agent may elect to exercise various remedies, including the sale of all or a portion
of the collateral securing such indebtedness, subject to certain restrictions, any of which could have a material adverse effect on our business, financial condition and results of operations. The
illiquidity of our investments may make it difficult for us to sell such investments. If we are required to sell our investments on short-term notice, we may not receive the value that we have
recorded for such investments, and this could materially affect our results of operations.
There are significant potential conflicts of interest which could impact our investment returns.
The professionals of the Investment Adviser and Administrator may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of
investment funds managed by affiliates of us that currently exist or may be formed in the future. The Investment Adviser and Administrator may be engaged by such funds at any time and
without the prior approval of our stockholders or our board of directors. Our board of directors monitors any potential conflict that may arise upon such a development. Accordingly, if this
occurs, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. Currently, the executive officers and directors,
as well as the current senior investment professionals of the Investment Adviser, may serve as officers and directors of our controlled affiliates and affiliated funds. In addition, we note that any
affiliated investment vehicles currently formed or formed in the future and managed by the Investment Adviser or its affiliates may have overlapping investment objectives with our own and,
accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser may face conflicts in allocating investment opportunities between us and such other
entities. Although the Investment Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that, in the future, we may not be given the opportunity
to participate in investments made by investment funds managed by the Investment Adviser or an investment manager affiliated with the Investment Adviser. In any such case, when the
Investment Adviser identifies an investment, it is forced to choose which investment fund should make the investment. We may co-invest on a concurrent basis with any other affiliates that the
Investment Adviser currently has or forms in the future, subject to compliance with applicable regulations and regulatory guidance, our exemptive relief and our allocation procedures.
In the ordinary course of our investing activities, we pay investment advisory and incentive fees to the Investment Adviser, and reimburse the Investment Adviser for certain expenses it
incurs. As a result, investors in our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might
achieve through direct investments. Accordingly, there may be times when the management team of the Investment Adviser has interests that differ from those of our stockholders, giving rise to a
conflict. For example, the Investment Adviser may seek to invest in more speculative investments in order to increase its incentive fee, which practice could result in higher investment losses,
particularly during economic downturns.
We have entered into the License Agreement with PennantPark Investment Advisers, pursuant to which the Investment Adviser has agreed to grant us a royalty-free non-exclusive license
to use the name “PennantPark.” The License Agreement will expire (i) upon expiration or termination of the Investment Management Agreement, (ii) if the Investment Adviser ceases to serve as
our investment adviser, (iii) by either party upon 60 days’ written notice or (iv) by the Investment Adviser at any time in the event we assign or attempt to assign or sublicense the License
Agreement or any of our rights or duties thereunder without the prior written consent of the Investment Adviser. Other than with respect to this limited license, we have no legal right to the
“PennantPark” name.
In addition, we pay PennantPark Investment Administration, an affiliate of the Investment Adviser, our allocable portion of overhead and other expenses incurred by PennantPark
Investment Administration in performing its obligations under the Administration Agreement, including rent and our allocable portion of the cost of our Chief Financial Officer and Chief
Compliance Officer and their respective staffs. These arrangements may create conflicts of interest that our board of directors must monitor.
We are subject to risks associated with cybersecurity and cyber incidents.
Our business relies on secure information technology systems. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or
availability of our information resources (i.e., cyber incidents). These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets,
stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or
information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business,
financial condition and results of operations. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the Investment
Adviser and third-party service providers. We, along with our Investment Adviser, have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber
intrusions, but these measures, as well as our increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not
occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, the costs related to cyber or other security threats or
disruptions may not be fully insured or indemnified by other means. Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted
laws requiring companies to notify individuals of data security breaches involving certain types of personal data. If we fail to comply with the relevant laws and regulations, we could suffer
financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.
We may experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such
securities, the level of our expenses, variations in, and the timing of the recognition of, realized and unrealized gains or losses, the degree to which we encounter competition in our markets and
general economic conditions. However, as a result of our irrevocable election to apply the fair value option to our Truist Credit Facility, future decreases of fair value of our debt is expected to
have a corresponding increase to our NAV. Similarly, future increases in the fair value of our debt may have a corresponding decrease to our NAV. Any future indebtedness that we elect the fair
value option for may have similar effects on our NAV as our Truist Credit Facility. This is expected to mitigate volatility in our earnings and NAV. As a result, results for any period should not be
relied upon as being indicative of future performance.
Holders of any preferred stock that we may issue will have the right to elect members of the board of directors and have class voting rights on certain matters.
The 1940 Act requires that holders of shares of preferred stock must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such
preferred stock are in arrears by two years or more, until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of any issued and
outstanding preferred stock, including conversion to open-end status and, accordingly, preferred stockholders could veto any such changes in addition to any ability of common and preferred
stockholders, voting together as a single class, to veto such matters. Restrictions imposed on the declarations and payment of distributions to the holders of our common stock and preferred stock,
both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to maintain our qualification as a RIC for U.S. federal income tax purposes, which could have a
material adverse effect on our business, financial condition and results of operations.
26
If we issue preferred stock, debt securities or convertible debt securities, the NAV and market value of our common stock may become more volatile.
We cannot assure you that the issuance of preferred stock and/or debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred
stock, debt securities and/or convertible debt would likely cause the NAV and market value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the
interest rate on the debt securities, were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced or entirely
eliminated. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower
rate of return to the holders of common stock than if we had not issued the preferred stock or debt securities. Any decline in the NAV of our investment would be borne entirely by the holders of
our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in NAV to the holders of our common stock than if we were not
leveraged through the issuance of preferred stock, debt securities or convertible debt. This decline in NAV would also tend to cause a greater decline in the market price for our common stock.
There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios or other covenants which
may be required by the preferred stock, debt securities and/or convertible debt or risk a downgrade in the ratings of the preferred stock, debt securities and/or convertible debt or our current
investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might
need to liquidate investments in order to fund redemption of some or all of the preferred stock, debt securities or convertible debt. In addition, we would pay (and the holders of our common
stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, debt securities, convertible debt or any combination of these securities. Holders
of preferred stock, debt securities, convertible debt or any combination of these securities may have different interests than holders of common stock and may at times have disproportionate
influence over our business.
The trading market or market value of any publicly issued debt or convertible debt securities may be volatile.
If we publicly issue debt or convertible debt securities, they initially will not have an established trading market. We cannot assure investors that a trading market for our publicly issued
debt or convertible debt securities would develop or be maintained if developed. In addition to our creditworthiness, many factors may have a material adverse effect on the trading market for,
and market value of, our publicly issued debt or convertible debt securities.
These factors include the following:
•
•
•
•
•
•
the time remaining to the maturity of these debt securities;
the outstanding principal amount of debt securities with terms identical or similar to these debt securities;
the supply of debt securities trading in the secondary market, if any;
the redemption, repayment or convertible features, if any, of these debt securities;
the level, direction and volatility of market interest rates; and
market rates of interest higher or lower than rates borne by the debt securities.
There also may be a limited number of buyers for our debt securities. This too may have a material adverse effect on the market value of the debt securities or the trading market for the
debt securities. Our debt securities may include convertible features that cause them to more closely bear risks associated with an investment in our common stock.
Terms relating to debt redemption may have a material adverse effect on the return on any debt securities.
If we issue debt securities that are redeemable at our option, we may choose to redeem the debt securities at times when prevailing interest rates are lower than the interest rate paid on the
debt securities. In addition, if the debt securities are subject to mandatory redemption, we may be required to redeem the debt securities at times when prevailing interest rates are lower than the
interest rate paid on the debt securities. In this circumstance, a holder of our debt securities may not be able to reinvest the redemption proceeds in a comparable security at an effective interest
rate as high as the debt securities being redeemed.
If we issue subscription rights or warrants for our common stock, your interest in us may be diluted as a result of such rights or warrants offering.
Stockholders who do not fully exercise rights or warrants issued to them in an offering of subscription rights or warrants to purchase our common stock should expect that they will, at the
completion of an offering, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights or warrants. We cannot state precisely the amount of any
such dilution in share ownership because we do not know what proportion of the common stock would be purchased as a result of any such offering.
In addition, if the subscription price or warrant exercise price is less than our NAV per share of common stock at the time of an offering, then our stockholders would experience an
immediate dilution of the aggregate NAV of their shares as a result of the offering. The amount of any such decrease in NAV is not predictable because it is not known at this time what the
subscription price, warrant exercise price or NAV per share will be on the expiration date of such rights offering or what proportion of our common stock will be purchased as a result of any such
offering.
The impact of recent financial reform legislation on us is uncertain.
In light of current conditions in the U.S. and global financial markets and the U.S. and global economy, legislators, the presidential administration and regulators have increased their
focus on the regulation of the financial services industry. The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, institutes a wide range of reforms that will
have an impact on financial institutions. Legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Areas subject to potential change, amendment or repeal
include the Dodd-Frank Act and the authority of the Federal Reserve and the Financial Stability Oversight Council. These or other regulatory changes could result in greater competition from
banks and other lenders with which we compete for lending and other investment opportunities. Accordingly, we are continuing to evaluate the effect the Dodd-Frank Act or implementing its
regulations or any repeal or revision thereto will have on our business, financial condition and results of operations.
The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. We
cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a material adverse effect on our business,
financial condition and results of operations.
27
Changes in laws or regulations governing our operations or those of our portfolio companies may adversely affect our business.
We and our portfolio companies are subject to laws and regulation at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from
time to time. Accordingly, any change in these laws or regulations that govern our operations or those of our portfolio companies could have a material adverse effect on our business, financial
condition and results of operations. See “Business—Regulation” for more information.
Our board of directors may change our investment objectives, operating policies and strategies without prior notice or stockholder approval.
Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the
1940 Act). However, absent stockholder approval, under the 1940 Act, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict
the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our common stock. Nevertheless, the effects may adversely affect
our business and impact our ability to make distributions.
Our business and operations could be negatively affected if we become subject to stockholder activism, which could cause us to incur significant expense, hinder the execution of our
investment strategy or impact our stock price.
Stockholder activism, which could take many forms, including making public demands that we consider certain strategic alternatives, engaging in public campaigns to attempt to influence
our corporate governance and/or our management, and commencing proxy contests to attempt to elect the activists’ representatives or others to our board of directors, or arise in a variety of
situations, has impacted the BDC space. While we are currently not subject to any stockholder activism, due to the potential volatility of our stock price and for a variety of other reasons, we may
in the future become the target of stockholder activism. Stockholder activism could result in substantial costs and divert management’s and our board of directors’ attention and resources from
our business. Additionally, such stockholder activism could give rise to perceived uncertainties as to our future and adversely affect our relationships with service providers and our portfolio
companies. Also, we may be required to incur significant legal and other expenses related to any activist stockholder matters. Further, our stock price could be subject to significant fluctuation or
otherwise be adversely affected by the events, risks and uncertainties of any stockholder activism.
RISKS RELATING TO THE ILLIQUID NATURE OF OUR PORTFOLIO ASSETS
We invest in illiquid assets, and our valuation procedures with respect to such assets may result in recording values that are materially different than the values we ultimately receive upon
disposition of such assets.
All of our investments are recorded using broker or dealer quotes, if available, or at fair value as determined in good faith by our board of directors. We expect that most, if not all, of our
investments (other than cash and cash equivalents) and the fair value of the Truist Credit Facility will be classified as Level 3 under the Financial Accounting Standards Board, or FASB,
Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, or ASC 820. This means that the portfolio valuations will be based on unobservable inputs and
our own assumptions about how market participants would price the asset or liability. We expect that inputs into the determination of fair values of our portfolio investments and borrowings
under our Truist Credit Facility will require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing
information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes
accompanied by such a disclaimer materially reduces the reliability of such information. As a result, there will be uncertainty as to the value of our portfolio investments.
Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for
the types of investments we make. In determining fair value in good faith, we generally obtain financial and other information from portfolio companies, which may represent unaudited,
projected or pro forma financial information. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses; we are instead required by the 1940 Act to specifically
fair value each individual investment on a quarterly basis. We record unrealized appreciation if we believe that our investment has appreciated in value. Likewise, we record unrealized
depreciation if we believe that our investment has depreciated in value. We adjust quarterly the valuation of our portfolio to reflect our board of directors’ determination of the fair value of each
investment in our portfolio. Any changes in fair value are recorded on our Consolidated Statements of Operations as net change in unrealized appreciation or depreciation.
All of our investments are recorded at fair value as determined in good faith by our board of directors. Our board of directors uses the services of nationally recognized independent
valuation firms to aid it in determining the fair value of our investments. The factors that may be considered in fair value pricing of our investments include the nature and realizable value of any
collateral, the portfolio company’s ability to make payments and its earnings and cash flows, the markets in which the portfolio company does business, comparison to publicly traded companies
and other relevant factors. Because valuations may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the value
received in an actual transaction. Additionally, valuations of private securities and private companies are inherently uncertain. Our NAV could be adversely affected if our determinations
regarding the fair value of our investments were materially lower than the values that we ultimately realize upon the disposal of such investments.
The lack of liquidity in our investments may adversely affect our business.
We may acquire our investments directly from the issuer in privately negotiated transactions. Substantially all of these securities are subject to legal and other restrictions on resale or are
otherwise less liquid than publicly traded securities. We typically exit our investments when the portfolio company has a liquidity event such as a sale, refinancing, or initial public offering of the
company, but we are generally not required to do so.
The illiquidity of our investments may make it difficult or impossible for us to sell such investments if the need arises, particularly at times when the market for illiquid securities is
substantially diminished. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded
our investments, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we may face other restrictions on our ability to liquidate an
investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company.
Investments purchased by us that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the investments, market events, economic
conditions or investor perceptions. Domestic and foreign markets are complex and interrelated, so that events in one sector of the world markets or economy, or in one geographical region, can
reverberate and have materially negative consequences for other market, economic or regional sectors in a manner that may not be foreseen and which may materially harm our business.
A general disruption in the credit markets could materially damage our business.
We are susceptible to the risk of significant loss if we are forced to discount the value of our investments in order to provide liquidity to meet our debt maturities. Our borrowings under
our Truist Credit Facility are collateralized by the assets in our investment portfolio (excluding assets held by SBIC II). A general disruption in the credit
28
markets could result in diminished demand for our securities. In addition, with respect to over-the-counter traded securities, the continued viability of any over-the-counter secondary market
depends on the continued willingness of dealers and other participants to purchase the securities.
If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratio stipulated by the 1940 Act, which could, in turn, cause us to lose our status as a BDC
and materially impair our business operations. Our liquidity could be impaired further by an inability to access the capital markets or to draw down our Truist Credit Facility. These situations may
arise due to circumstances that we may be unable to control, such as a general disruption in the credit markets, a severe decline in the value of the U.S. dollar, an economic downturn or recession
or an operational problem that affects our counterparties or us, and could materially damage our business.
We may invest in over-the-counter securities, which have and may continue to face liquidity constraints, to provide us with liquidity.
The market for over-the-counter traded securities has and may continue to experience limited liquidity and other weakness as the viability of any over-the-counter secondary market
depends on the continued willingness of dealers and other participants to purchase the securities.
RISKS RELATING TO OUR INVESTMENTS
Our investments in prospective portfolio companies may be risky, and you could lose all or part of your investment.
We intend to invest primarily in first lien secured debt, second lien secured debt, subordinated debt and selected equity investments issued by U.S. and foreign middle-market companies.
1.
2.
3.
4.
First Lien Secured Debt: When we extend first lien secured debt, we will generally take a security interest in the available assets of these portfolio companies, including the
equity interests of their subsidiaries, although this may not always be the case. We expect this security interest, if any, to help mitigate the risk that we will not be repaid.
However, there is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may
fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Also, in
some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its
inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a first lien secured debt investment
is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we
be forced to enforce our remedies.
Second Lien Secured Debt: Our second lien secured debt usually ranks junior in priority of payment to first lien secured debt. Second lien secured debt holds a second priority
with regard to right of payment in the event of insolvency. Second lien secured debt ranks senior to subordinated debt and common and preferred equity in borrowers’ capital
structures. This may result in an above average amount of risk and volatility or a loss of principal. These investments may involve additional risks that could adversely affect our
investment returns. To the extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such debt could
subject us and our stockholders to non-cash income. Since we may not receive cash interest or principal prior to the maturity of some of our second lien secured debt investments,
such investments may be of greater risk than cash paying loans.
Subordinated Debt: Our subordinated debt usually ranks junior in priority of payment to first lien secured debt and second lien secured debt, and are often unsecured. As such,
other creditors may rank senior to us in the event of insolvency. Subordinated debt ranks senior to common and preferred equity in borrowers’ capital structures. This may result
in an above average amount of risk and volatility or a loss of principal. These investments may involve additional risks that could adversely affect our investment returns. To the
extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such debt could subject us and our stockholders
to non-cash income. Since we may not receive cash interest or principal prior to the maturity of some of our subordinated debt investments, such investments may be of greater
risk than cash paying loans.
Equity Investments: We have made and expect to continue to make select equity investments, all of which are subordinated to debt investments. In addition, when we invest in
first lien secured debt, second lien secured debt or subordinated debt, we may acquire warrants to purchase equity investments from time to time. Our goal is ultimately to dispose
of these equity investments and realize gains upon our disposition of such interests. However, the equity investments we receive may not appreciate in value and, in fact, may
decline in value. Accordingly, we may not be able to realize gains from our equity investments, and any gains that we do realize on the disposition of any equity investments may
not be sufficient to offset any other losses we experience. In addition, many of the equity securities in which we invest may not pay dividends on a regular basis, if at all.
Furthermore, we may hold equity investments in partnerships through a taxable subsidiary for federal income tax purposes. Upon sale or exit of such investment, we may pay
taxes at regular corporate tax rates, which will reduce the amount of gains or dividends available for distributions to our stockholders.
29
In addition, investing in middle-market companies involves a number of significant risks, including:
•
•
•
•
•
companies may be highly leveraged, have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be
accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our
investment;
they typically have shorter operating histories, more limited publicly available information, narrower product lines, more concentration of revenues from customers and smaller
market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;
they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of
these persons could have a material adverse impact on our portfolio company and, in turn, on us;
they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a
substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition,
our executive officers, directors and our Investment Adviser may be named as defendants in litigation arising from our investments in the portfolio companies; and
they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to refinance their outstanding indebtedness upon
maturity.
Under the 1940 Act, we may invest up to 30% of our assets in investments that are not qualifying assets for BDCs. If we do not invest a sufficient portion of our assets in qualifying assets, we
could be precluded from investing in assets that we deem to be attractive.
As a BDC, we may not acquire any asset other than qualifying assets, as defined under the 1940 Act, unless at the time the acquisition is made such qualifying assets represent at least
70% of the value of our total assets. Qualifying assets include investments in U.S. operating companies whose securities are not listed on a national securities exchange and companies listed on a
national securities exchange subject to a maximum market capitalization of $250 million. Qualifying assets also include cash, cash equivalents, government securities and high quality debt
securities maturing in one year or less from the time of investment.
We believe that most of our debt and equity investments do and will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive
investments if such investments are not qualifying assets for purposes of the 1940 Act. If we have not invested a sufficient portion of our assets in qualifying assets at the time of a proposed
investment, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could
prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate
times in order to comply with the 1940 Act. If we need to dispose of such investments quickly, it would be difficult to dispose of such investments on favorable terms. For example, we may have
difficulty in finding a buyer and, even if we do find a buyer, we may have to sell the investments at a substantial loss.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we generally are not limited with respect to the proportion of our assets that may be invested
in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our
assets that we may invest in securities of a single issuer, excluding limitations on investments in other investment companies and compliance with the RIC tax regulations. To the extent that we
assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial
condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the
Diversification Requirements, we do not have fixed guidelines for portfolio diversification, and our investments could be concentrated in relatively few portfolio companies or industries.
Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company and have done
so for an extended period of time. To the extent that we operate as a non-diversified investment company in the future, we may be subject to greater risk.
Economic recessions or downturns could impair our portfolio companies and harm our operating results.
Many of our portfolio companies are susceptible to economic or industry centric slowdowns or recessions and may be unable to repay debt from us during these periods. Therefore, our
non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions also may decrease the value of collateral
securing some of our debt investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a material decrease in
revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend
credit to us. These events could prevent us from increasing investments and materially harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and potential termination of its debt and foreclosure on its
secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may
incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company, and any restructuring could further cause adverse effects on
our business. Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio
company, a bankruptcy court may recharacterize our debt investments as equity investments and subordinate all or a portion of our claim to that of other creditors. This could occur regardless of
how we may have structured our investment. In addition, we cannot assure you that a bankruptcy court would not take actions contrary to our interests.
If we fail to make follow-on investments in our portfolio companies, this could materially impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to:
•
•
•
increase or maintain in whole or in part our equity ownership percentage;
exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
attempt to preserve or enhance the value of our investment.
30
We have the discretion to make any follow-on investments, subject to the availability of capital resources and regulatory considerations. We may elect not to make follow-on investments
or otherwise lack sufficient funds to make those investments. Any failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company
and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful transaction or business. Even if we have sufficient capital to make a desired
follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, either because we prefer other opportunities, or because
we are inhibited by compliance with BDC requirements or the desire to maintain our RIC tax status.
Because we generally do not hold controlling equity interests in our portfolio companies, we are not in a position to exercise control over our portfolio companies or to prevent decisions by
management of our portfolio companies that could decrease the value of our investments.
Because we generally do not hold controlling equity positions in our portfolio companies, we are subject to the risk that a portfolio company may make business decisions with which we
disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity
investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may
therefore suffer a decrease in the market value of our investments.
An investment strategy focused primarily on privately held companies, including controlling equity interests, presents certain challenges, including the lack of available or comparable
information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.
We have invested and intend to continue to invest primarily in privately held companies. Generally, little public information exists about these companies, and we rely on the ability of our
Investment Adviser’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If they are unable to uncover all material
information about these companies, we may not make a fully informed investment decision, and we may lose value on our investments. Also, privately held companies frequently have less
diverse product lines and smaller market presence than larger competitors. These factors could have a material adverse impact on our investment returns as compared to companies investing
primarily in the securities of public companies.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and our portfolio companies may be highly leveraged.
We invest primarily in first lien secured debt, second lien secured debt, subordinated debt and equity investments issued by our portfolio companies. The portfolio companies usually will
have, or may be permitted to incur, other debt that ranks equally with, or senior to, our investments, and they may be highly leveraged. By their terms, such debt instruments may provide that the
holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to our debt investments. Also, in the event of
insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically
be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, the portfolio company may not have any remaining
assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other
creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Our incentive fee may induce the Investment Adviser to make speculative investments.
The incentive fee payable by us to PennantPark Investment Advisers may create an incentive for PennantPark Investment Advisers to make investments on our behalf that are risky or
more speculative than would be the case in the absence of such compensation arrangement. The incentive fee payable to our Investment Adviser is calculated based on a percentage of our NAV.
This may encourage our Investment Adviser to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default,
which would disfavor the holders of our common stock. In addition, our Investment Adviser will receive the incentive fee based, in part, upon net capital gains realized on our investments.
Unlike that portion of the incentive fee based on income, there is no hurdle applicable to the portion of the incentive fee based on net capital gains. As a result, the Investment Adviser may have a
tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more
speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
The part of our incentive fee payable by us to PennantPark Investment Advisers that relates to net investment income is computed and paid on income that has been accrued but that has
not been received in cash. PennantPark Investment Advisers is not obligated to reimburse us for any such incentive fees even if we subsequently incur losses or never receive in cash the deferred
income that was previously accrued. As a result, there is a risk that we will pay incentive fees with respect to income that we never receive in cash.
Any investments in distressed debt may not produce income and may require us to bear large expenses in order to protect and recover our investment.
Distressed debt investments may not produce income and may require us to bear certain additional expenses in order to protect and recover our investment. Therefore, to the extent we
invest in distressed debt, our ability to achieve current income for our stockholders may be diminished. We also will be subject to significant uncertainty as to when, in what manner and for what
value the distressed debt in which we invest will eventually be satisfied (e.g., through liquidation of the obligor’s assets, an exchange offer or plan of reorganization involving the distressed debt
securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange offer is made or plan of reorganization is adopted with respect to distressed debt we
hold, there can be no assurance that the securities or other assets received by us in connection with such exchange offer or plan of reorganization will not have a lower value or income potential
than may have been anticipated when the investment was made. Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to
resale. If we participate in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be restricted from disposing of such
securities.
Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.
Our investment strategy contemplates potential investments in securities of companies located outside of the United States. Investments in securities of companies located outside of the
United States would not be qualifying assets under Section 55(a) of the 1940 Act. Investing in companies located outside of the United States may expose us to additional risks not typically
associated with investing in U.S. companies. These risks include changes in exchange control regulations, political, economic and social instability, expropriation, imposition of foreign taxes, less
liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less
developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.
Although most of our investments will be U.S. dollar-denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency
will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of interest rates, differences in relative values of similar
assets in different currencies, long-term opportunities for investment and capital appreciation, and economic and political developments. We may employ hedging techniques such as using our
Truist Credit Facility’ multicurrency capability to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk or, that if we do, such strategies will be effective.
31
We may make investments that cause our stockholders to bear investment advisory fees and other expenses on such investments in addition to our management fees and expenses.
We may invest, to the extent permitted by law, in the securities and instruments of other investment companies and companies that would be investment companies but are excluded from
the definition of an investment company provided in Section 3(c) of the 1940 Act. To the extent we so invest, we will bear our ratable share of any such investment company’s expenses,
including management and performance fees. We will also remain obligated to pay investment advisory fees, consisting of a base management fee and an incentive fee, to PennantPark
Investment Advisers with respect to investments in the securities and instruments of other investment companies under our Investment Management Agreement. With respect to any such
investments, each of our stockholders will bear his or her share of the investment advisory fees of PennantPark Investment Advisers as well as indirectly bearing the investment advisory fees and
other expenses of any investment companies in which we invest.
We may be obligated to pay our Investment Adviser incentive compensation even if we incur a loss.
Our Investment Adviser is entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before
deducting incentive compensation, net operating losses and certain other items) above a threshold return for that quarter. Our Pre-Incentive Fee Net Investment Income for incentive compensation
purposes excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our Consolidated Statements of Operations for that
quarter. Thus, we may be required to pay the Investment Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio, NAV or we incur a net loss for
that quarter. In addition, increases in interest rates may increase the amount of incentive fees we pay to the Investment Adviser even though our performance relative to the market has not
increased.
We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.
The Company may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. In October 2020, the SEC adopted Rule 18f-4
under the 1940 Act regarding the ability of a BDC to use derivatives and other transactions that create future payment or delivery obligations. Under Rule 18f-4, BDCs that use derivatives are
subject to a value-at-risk leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These requirements apply unless the BDC
qualifies as a “limited derivatives user,” as defined under Rule 18f-4. Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement (which may include delayed draw and
revolving loans) that will not be deemed to a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at
the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it
becomes due. Collectively, these requirements may limit the Company’s ability to use derivatives and/or enter into certain other financial contracts.
The Company has adopted updated policies and procedures in compliance with Rule 18f-4. The Company expects to qualify as a “limited derivatives user.” Future legislation or rules may
modify how the Company treats derivatives and other financial arrangements for purposes of the Company’s compliance with the leverage limitations of the 1940 Act. Future legislation or rules,
may modify how leverage is calculated under the 1940 Act and, therefore, may increase or decrease the amount of leverage currently available to the Company under the 1940 Act, which may be
materially adverse to the Company and the Company’s Investors.
RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK
We may obtain the approval of our stockholders to issue shares of our common stock at prices below the then current NAV per share of our common stock. If we receive such approval from
stockholders in the future, we may issue shares of our common stock at a price below the then current NAV per share of common stock. Any such issuance could materially dilute your
interest in our common stock and reduce our NAV per share.
We may seek to obtain from our stockholders and they may approve a proposal that authorizes us to issue shares of our common stock at prices below the then current NAV per share of
our common stock in one or more offerings for a 12-month period. Such approval would allow us to access the capital markets in a way that we were previously unable to do as a result of
restrictions that, absent stockholder approval, apply to BDCs under the 1940 Act.
Any sale or other issuance of shares of our common stock at a price below NAV per share will result in an immediate dilution to your interest in our common stock and a reduction of our
NAV per share. This dilution would occur as a result of a proportionately greater decrease in a stockholder’s interest in our earnings and assets and voting interest in us than the increase in our
assets resulting from such issuance. Because the number of future shares of common stock that may be issued below our NAV per share and the price and timing of such issuances are not
currently known, we cannot predict the actual dilutive effect of any such issuance. We also cannot determine the resulting reduction in our NAV per share of any such issuance at this time. We
caution you that such effects may be material, and we undertake to describe all the material risks and dilutive effects of any offerings we make at a price below our then current NAV in the future
in a prospectus supplement issued in connection with any such offering.
The determination of NAV in connection with an offering of shares of common stock will involve the determination by our board of directors or a committee thereof that we are not
selling shares of our common stock at a price below the then current NAV of our common stock at the time at which the sale is made or otherwise in violation of the 1940 Act, unless we have
previously received the consent of the majority of our common stockholders to do so and the board of directors decides such an offering is in the best interests of our common stockholders.
Whenever we do not have current stockholder approval to issue shares of our common stock at a price per share below our then current NAV per share, the offering price per share (after any
distributing commission or discount) will equal or exceed our then current NAV per share, based on the value of our portfolio securities and other assets determined in good faith by our board of
directors as of a time within 48 hours (excluding Sundays and holidays) of the sale.
There is a risk that our stockholders may not receive distributions or that our distributions may not grow over time.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that
will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. In addition, due to the asset coverage ratio requirements applicable to us as a BDC, we
may be limited in our ability to make distributions. Further, if more stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to
liquidate some of our investments and raise cash in order to make distribution payments, which could materially harm our business. Finally, to the extent we make distributions to stockholders
which include a return of capital, that portion of the distribution essentially constitutes a return of the stockholders’ investment. Although such return of capital may not be taxable, such
distributions may increase an investor’s tax liability for capital gains upon the future sale of our common stock.
32
Investing in our shares may involve an above average degree of risk.
The investments we make in accordance with our investment objectives may result in a higher amount of risk and volatility than alternative investment options or loss of principal. Our
investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.
Sales of substantial amounts of our securities may have an adverse effect on the market price of our securities.
Sales of substantial amounts of our securities, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities. If this occurs and
continues it could impair our ability to raise additional capital through the sale of securities should we desire to do so.
We may allocate the net proceeds from any offering of our securities in ways with which you may not agree.
We have significant flexibility in investing the net proceeds of any offering of our securities and may use the net proceeds from an offering in ways with which you may not agree or for
purposes other than those contemplated at the time of the offering.
Our shares may trade at discounts from NAV or at premiums that are unsustainable over the long term.
Shares of BDCs may trade at a market price that is less than the NAV that is attributable to those shares. Our shares have traded above and below our NAV. Our shares closed on The New
York Stock Exchange at $5.46 and $6.49 on September 30, 2022 and 2021, respectively. Our NAV per share was $8.98 and $9.85, respectively, as of the same dates. The possibility that our
shares of common stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and distinct from the risk that our NAV will decrease. It is not
possible to predict whether our shares will trade at, above or below NAV in the future.
The market price of our common stock may fluctuate significantly.
The market price and liquidity of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be
directly related to our operating performance. These factors include:
•
•
•
•
•
•
•
•
•
•
•
•
•
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance
of these companies;
changes in regulatory policies or tax guidelines, particularly with respect to RICs, BDCs or SBICs;
any loss of our BDC or RIC status or any loss of our subsidiaries’ SBIC licenses;
changes in earnings or variations in operating results;
changes in prevailing interest rates;
changes in the value of our portfolio of investments;
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
the inability of our Investment Adviser to employ additional experienced investment professionals or the departure of any of the Investment Adviser’s key personnel;
operating performance of companies comparable to us;
general national and international economic trends and other external factors;
general price and volume fluctuations in the stock markets, including as a result of short sales;
conversion features of subscription rights, warrants or convertible debt; and
loss of a major funding source.
Since our initial listing on The Nasdaq Global Select Market to our voluntarily withdraw of the principal listing of common shares from the Nasdaq Stock Market LLC effective at market
close on April 13, 2022 and subsequent listing and trading of the Company's common stock on the New York Stock Exchange, which commenced April 14, 2022, our shares of common stock
have traded at a wide range of prices. We can offer no assurance that our shares of common stock will not display similar volatility in future periods.
We may be unable to invest the net proceeds raised from offerings on acceptable terms, which would harm our financial condition and operating results.
Until we identify new investment opportunities, we intend to either invest the net proceeds of future offerings in cash equivalents, U.S. government securities and other high-quality debt
investments that mature in one year or less or use the net proceeds from such offerings to reduce then-outstanding obligations under our Truist Credit Facility or any future credit facility. We
cannot assure you that we will be able to find enough appropriate investments that meet our investment selection criteria or that any investment we complete using the proceeds from an offering
will produce a sufficient return.
The SBA also limits an SBIC’s ability to invest idle funds to the following types of securities:
•
•
•
direct obligations of, or obligations guaranteed as to principal and interest by, the U.S. government, which mature within 15 months from the date of the investment;
repurchase agreements with federally insured institutions with a maturity of seven days or less (and the securities underlying the repurchase obligations must be direct obligations
of or guaranteed by the federal government);
mutual funds, securities or other instruments that exclusively consist of, or represent pooled assets of, investments described in the first and second bulleted paragraphs above;
33
•
•
•
•
certificates of deposit with a maturity of one year or less, issued by a federally insured institution; or
a deposit account in a federally insured institution that is subject to a withdrawal restriction of one year or less.
a checking account in a federally insured institution; or
• a reasonable petty cash fund.
You may have current tax liabilities on distributions you reinvest in our common stock.
Under the dividend reinvestment plan, if you own shares of our common stock registered in your own name, you will have all cash distributions automatically reinvested in additional
shares of our common stock unless you opt out of the dividend reinvestment plan by delivering a written notice to the plan administrator prior to the record date of the next dividend or
distribution. If you have not “opted out” of the dividend reinvestment plan, you will be deemed to have received, and for federal income tax purposes will be taxed on, the amount reinvested in
our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, you may have to use funds from other sources to pay your income tax liabilities on the value
of the common stock received. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Distributions” for more
information.
There is a risk that our common stockholders may receive our stock as distributions in which case they may be required to pay taxes in excess of the cash they receive.
We may distribute our common stock as a dividend of our taxable income and a stockholder could receive a portion of the dividends declared and distributed by us in shares of our
common stock with the remaining amount in cash. Revenue Procedures issued by the IRS allow a publicly offered regulated investment company (including a BDC) to distribute its own stock as
a dividend for the purpose of fulfilling its distribution requirements, if certain conditions are satisfied. As long as a portion of such dividend is paid in cash (which portion may be as low as 20%
of such dividend) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder will be considered to have
recognized dividend income generally equal to the fair market value of the stock paid by us plus cash received with respect to such dividend. The total dividend declared would be taxable income
to a stockholder even though he or she may only receive a relatively small portion of the dividend in cash to pay any taxes due on the dividend. We have not elected to distribute stock as a
dividend but reserve the right to do so.
Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
The Maryland General Corporation Law, our charter and our bylaws contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our
directors. We are subject to the Maryland Business Combination Act, or the Business Combination Act, the application of which is subject to any applicable requirements of the 1940 Act. Our
board of directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other person, subject to prior approval of such business
combination by our board, including approval by a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our board does not approve a business
combination, the Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.
In addition, our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our common stock by any person. If we amend our bylaws to repeal the exemption from
such act, it may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer. Our bylaws require us to consult with the SEC staff before
we repeal such exemption. Also, our charter provides for classifying our board of directors in three classes serving staggered three-year terms, and provisions of our charter authorize our board of
directors to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock, and to amend our charter, without stockholder
approval, to increase or decrease the number of shares of stock that we have authority to issue.
These anti-takeover provisions may inhibit a change of control in circumstances that could give our stockholders the opportunity to realize a premium over the market price for our
common stock.
RISKS RELATING TO AN INVESTMENT IN OUR DEBT SECURITIES
The 2026 Notes and the 2026 Notes-2 are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.
The 2026 Notes and the 2026-2 Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the 2026 Notes and the 2026-2 Notes are effectively
subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently
grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or
future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their
indebtedness before the assets may be used to pay other creditors, including the holders of the 2026 Notes and the 2026-2 Notes. As of September 30, 2022, we had $385.9 million in outstanding
borrowings under the Truist Credit Facility. The Truist Credit Facility is secured by substantially all of our assets excluding assets held by SBIC II. The indebtedness under the Truist Credit
Facility is therefore effectively senior in right of payment to our 2026 Notes and our 2026-2 Notes to the extent of the value of such assets.
The 2026 Notes and the 2026-2 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The 2026 Notes and the 2026-2 Notes are obligations exclusively of PennantPark Investment Corporation and not of any of our subsidiaries. None of our subsidiaries is or acts as a
guarantor of the 2026 Notes or the 2026-2 Notes and the 2026 Notes and the 2026-2 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Our
secured indebtedness with respect to the SBA debentures is held through SBIC II. The assets of any such subsidiaries are not directly available to satisfy the claims of our creditors, including
holders of our 2026 Notes and our 2026-2 Notes.
Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including holders of preferred stock, if any, of our subsidiaries) will have
priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the 2026 Notes and the 2026 Notes-2) with respect to the assets of such
subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such
subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the 2026 Notes and the 2026 Notes-2 are structurally subordinated to all
indebtedness and other liabilities (including trade payables) of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. As of
September 30, 2022 and 2021, our SBIC Fund had $20.0 million and $63.5 million in debt commitments, respectively. All of such indebtedness is structurally senior to the 2026 Notes and the
2026 Notes-2. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the 2026 Notes and the 2026 Notes-2.
34
The indenture under which each of the 2026 Notes and the 2026-2 Notes were issued contains limited protection for their respective holders.
The indenture under which each of the 2026 Notes and the 2026 Notes-2 were issued offers limited protection to holders. The terms of the indenture and each of the 2026 Notes and the
2026 Notes-2 do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse
impact on each holder’s investment in the 2026 Notes and the 2026 Notes-2. In particular, the terms of the indenture and each of the 2026 Notes and the 2026 Notes-2 will not place any
restrictions on our or our subsidiaries’ ability to:
•
•
•
•
•
•
•
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to
each of the 2026 Notes and the 2026 Notes-2, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to each of
the 2026 Notes and the 2026 Notes-2 to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries
and which therefore would rank structurally senior to each of the 2026 Notes and the 2026 Notes-2 and (4) securities, indebtedness or other obligations issued or incurred by our
subsidiaries that would be senior in right of payment to our equity interests in our subsidiaries and therefore would rank structurally senior in right of payment to each of the
2026 Notes and the 2026 Notes-2 with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a
violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, as such obligations may be amended or
superseded, giving effect to any exemptive relief granted to us by the SEC;
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the 2026 Notes and the 2026
Notes-2;
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
enter into transactions with affiliates;
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
make investments; or
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
In addition, the indenture will not require us to offer to purchase the Notes in connection with a change of control or any other event.
Furthermore, the terms of the indenture and each of the 2026 Notes and the 2026 Notes-2 do not protect their respective holders in the event that we experience changes (including
significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified
levels of net worth, revenues, income, cash flow or liquidity, except as required under the 1940 Act.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the 2026 Notes and the 2026 Notes-2 may have important
consequences for their holders, including making it more difficult for us to satisfy our obligations with respect to the 2026 Notes and the 2026 Notes-2 or negatively affecting their trading value.
Certain of our current debt instruments include more protections for their respective holders than the indenture and each of the 2026 Notes and the 2026 Notes-2. In addition, other debt
we issue or incur in the future could contain more protections for its holders than the indenture and each of the 2026 Notes, including additional covenants and events of default. The issuance or
incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the 2026 Notes and the 2026 Notes-2, if any.
The optional redemption provision may materially adversely affect your return on the 2026 Notes and the 2026 Notes-2.
The 2026 Notes and the 2026 Notes-2 may be redeemable in whole or in part upon certain conditions at any time, or from time to time, at our option on or after October 15, 2026 or
February 1, 2026, respectively. We may choose to redeem the 2026 Notes or the 2026 Notes-2 at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this
circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the 2026 Notes or the 2026 Notes-2 being redeemed.
There is no active trading market for the Notes. If an active trading market does not develop for the Notes, you may not be able to sell them.
The Notes are a new issue of debt securities for which currently there is no trading market. We do not intend to list the Notes on any securities exchange or for quotation of the Notes on
any automated dealer quotation system. If the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the
market for similar securities, our credit ratings, general economic conditions, including the impact of COVID-19, our financial condition, performance and prospects and other factors. The
underwriters have advised us that they intend to make a market in the Notes, but they are not obligated to do so. The underwriters may discontinue any market-making in the Notes at any time at
their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the price you
receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the Notes may be harmed. Accordingly, you may be required to
bear the financial risk of an investment in the Notes for an indefinite period of time.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2026 Notes or the 2026 Notes-2.
Any default under the agreements governing our indebtedness, including a default under our Truist Credit Facility or under other indebtedness to which we may be a party that is not
waived by the required lenders or holders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the 2026 Notes or
the 2026 Notes-2 and substantially decrease the market value of such notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the
instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness
could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Truist Credit Facility or other debt we may incur in
the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If
our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under the agreements relating to our Truist Credit Facility or other debt that we
may incur in the future to avoid being in default. If we breach our covenants under our Truist Credit Facility or other debt and seek a waiver, we may not be able to obtain a waiver from the
required lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as described above, and we
35
could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, including the lenders under our Truist Credit Facility, could proceed against the
collateral securing the debt. Because our Truist Credit Facility have, and any future debt will likely have, customary cross-default provisions, if the indebtedness thereunder or under any future
credit facility is accelerated, we may be unable to repay or finance the amounts due.
FATCA withholding may apply to payments to certain foreign entities.
Payments made under the 2026 Notes or the 2026 Notes-2 to a foreign financial institution or non-financial foreign entity (including such an institution or entity acting as an intermediary)
may be subject to a U.S. withholding tax of 30% under the Foreign Account Tax Compliance Act (commonly known as “FATCA”) provisions of the Code. This U.S. withholding tax may apply
to certain payments of interest on the 2026 Notes or the 2026 Notes-2 as well as scheduled payments of principal, early redemption, or sale of the 2026 Notes or the 2026 Notes-2, unless the
foreign financial institution or non-financial foreign entity complies with certain information reporting, withholding, identification, certification and related requirements imposed by FATCA.
Depending upon the status of a holder and the status of an intermediary through which any notes are held, the holder could be subject to this 30% U.S. withholding tax in respect of any interest
paid on the notes as well as any proceeds from the sale or other disposition of the notes. Proposed Treasury Regulations, if finalized in their present form, would eliminate the application of this
30% U.S. withholding tax in respect of payments of certain gross proceeds. Pursuant to these proposed Treasury Regulations, we and any other applicable withholding agent may (but are not
required to) rely on this proposed change to FATCA withholding until final regulations are issued or until such proposed Treasury Regulations are rescinded. Holders of the 2026 Notes and the
2026 Notes-2 should consult their own tax advisors regarding FATCA and how it may affect their investment in the notes.
GENERAL RISK FACTORS
The ongoing invasion of Ukraine by Russia and related sanctions have increased global political and economic uncertainty, which may have a material impact on the Company's portfolio
and the value of an investment in the Company.
The ongoing invasion of Ukraine by Russia and related sanctions have increased global political and economic uncertainty. In February 2022, Russia invaded Ukraine and, in response,
the United States and many other countries placed economic sanctions on certain Russian entities and individuals. Because Russia is a major exporter of oil and natural gas, the invasion and
related sanctions have reduced the supply, and increased the price, of energy, which is accelerating inflation and may exacerbate ongoing supply chain issues. There is also the risk of retaliatory
actions by Russia against countries which have enacted sanctions, including cyberattacks against financial and governmental institutions, which could result in business disruptions and further
economic turbulence. Although the Company has no direct exposure to Russia or Ukraine, the broader consequences of the invasion may have a material adverse impact on the Company's
portfolio and the value of an investment in the Company. Because this is an uncertain and evolving situation, its full impact is unknown at this time.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies are in industries that may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to
their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In
addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of
our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations.
Global capital markets could enter a period of severe disruption and instability due to future recessions, disease pandemics and other serious health events, political instability, geopolitical
turmoil and foreign hostilities. These market conditions have historically had and could again have a materially adverse effect on debt and equity capital markets in the United States, which
could have a materially negative impact on our business, financial condition and results of operations.
The U.S. and global capital markets have, from time to time, experienced periods of disruption characterized by the freezing of available credit, a lack of liquidity in the debt capital
markets, significant losses in the principal value of investments, the re-pricing of credit risk in the broadly syndicated credit market, the failure of major financial institutions and general volatility
in the financial markets. During these periods of disruption, general economic conditions deteriorated with material and adverse consequences for the broader financial and credit markets, and the
availability of debt and equity capital for the market as a whole, and financial services firms in particular, was reduced significantly. These conditions may reoccur for a prolonged period of time
or materially worsen in the future. In addition, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused
disruptions in the global markets, including markets in which we participate, and we cannot assure you that these market conditions will not continue or worsen in the future. We may in the future
have difficulty accessing debt and equity capital markets, and a severe disruption in the global financial markets, deterioration in credit and financing conditions or uncertainty regarding U.S.
government spending and deficit levels or other global economic and political conditions, including future recessions, political instability, geopolitical turmoil and foreign hostilities, and disease,
pandemics and other serious health events, could have a material adverse effect on our business, financial condition and results of operations.
United Kingdom’s Withdrawal from the European Union.
The U.K. ceased to be a member of the EU with effect from January 31, 2020 (such departure from the EU, “Brexit”). On December 24, 2020, a trade agreement was concluded between
the EU and the U. K. (the “TCA”), which formally took effect on May 1, 2021, and now governs the relationship between the U.K. and EU.
Although the TCA covers many issues, it is silent on items such as financial services equivalence. As such, there remains uncertainty as to the scope, nature and terms of the relationship
between the U.K. and the EU and the effect and implications of the TCA.
The actual and potential consequences of Brexit, and the associated uncertainty, have adversely affected, and for the foreseeable future may adversely affect, economic and market
conditions in the U.K., in the EU and its member states and elsewhere, and may also contribute to uncertainty and instability in global financial markets, which could adversely affect our
business, financial results and results of operations and those of our portfolio companies. There may be detrimental implications for the value of the Company’s investments. This may be due to,
among other things: (i) increased uncertainty and volatility in U.K., EU and other financial markets; (ii) fluctuations in asset values; (iii) fluctuations in exchange rates; (iv) increased illiquidity of
investments located, listed or traded within the U.K., the EU or elsewhere; (v) changes in the willingness or ability of financial and other counterparties to enter into transactions, or the price at
which and terms on which they are prepared to transact; and/or (vi) changes in legal and regulatory regimes to which the Company or certain of the Company’s assets and/or service providers are
or become subject.
The COVID-19 pandemic resulted in a period of capital markets disruption and economic uncertainty.
The U.S. capital markets experienced extreme volatility and disruption following the global outbreak of COVID-19. Some economists and major investment banks have expressed
concern that the continued spread of the virus globally could lead to a prolonged period of world-wide economic downturn. Disruptions in the capital markets have in the past increased the spread
between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. Such disruptions adversely affected our business, financial condition,
results of operations and cash flows, and future market disruptions and/or illiquidity may again negatively impact us. Such unfavorable economic conditions could also increase our funding costs
and limit our access to the capital markets, and may result in a decision by lenders
36
not to extend credit to us in the future. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results and the fair values of our debt
and equity investments. As such, we could also face an increased risk of investor, creditor or portfolio company disputes, litigation and governmental and regulatory scrutiny as a result of the
effects of COVID-19 on economic and market conditions.
Volatility or a prolonged disruption in the credit markets could materially damage our business.
We are required to record our assets at fair value, as determined in good faith by our board of directors, in accordance with our valuation policy. As a result, volatility in the capital
markets may have a material adverse effect on our valuations and our NAV, even if we hold investments to maturity. Volatility or dislocation in the capital markets may depress our stock price
below our NAV per share and create a challenging environment in which to raise equity and debt capital. As a BDC, we are generally not able to issue additional shares of our common stock at a
price less than our NAV without first obtaining approval for such issuance from our stockholders and our independent directors. Additionally, our ability to incur indebtedness is limited by the
asset coverage ratio requirements for a BDC, as defined under the 1940 Act, exclusive of the SBA debentures pursuant to our SEC exemptive relief. Declining portfolio values negatively impact
our ability to borrow additional funds under our Truist Credit Facility because our NAV is reduced for purposes of the asset coverage ratio. If the fair value of our assets declines substantially, we
may fail to maintain the asset coverage ratio stipulated by the 1940 Act, which could, in turn, cause us to lose our status as a BDC and materially impair our business operations. A lengthy
disruption in the credit markets could also materially decrease demand for our investments and could materially damage our business, financial condition and results of operations.
The significant disruptions in the capital markets experienced in the past has had, and may in the future have, a negative effect on the valuations of our investments and on the potential for
liquidity events involving our investments. The debt capital that may be available to us in the future may be at a higher cost and have less favorable terms and conditions than those currently in
effect. If our financing costs increase and we have no increase in interest income, then our net investment income will decrease. A prolonged inability to raise capital may require us to reduce the
volume of investments we originate and could have a material adverse impact on our business, financial condition and results of operations. This may also increase the probability that other
structural risks negatively impact us. These situations may arise due to circumstances that we may be unable to control, such as a lengthy disruption in the credit markets, a severe decline in the
value of the U.S. dollar, a sharp economic downturn or recession or an operational problem that affects third parties or us, and could materially damage our business, financial condition and
results of operations.
Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new diseases, and the resulting financial and economic market uncertainty could have
a significant adverse impact on us.
The extent of the impact of any public health emergency, including the COVID-19 pandemic, on our and our portfolio companies’ operational and financial performance will depend on
many factors, including the duration and scope of such public health emergency, the actions taken by governmental authorities to contain its financial and economic impact, the extent of any
related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, investor liquidity and levels of economic activity and the extent
of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. In addition, our and our portfolio
companies’ operations may be significantly impacted, or halted, as a result of government quarantine measures, restrictions on travel and other factors related to a public health emergency,
including its potential adverse impact on the health of any of our or our portfolio companies’ personnel. This could create widespread business continuity issues for us and our portfolio
companies. These factors may also cause the valuation of our investments to differ materially from the values that we may ultimately realize. Any public health emergency, including the COVID-
19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact
on us and the fair value of our investments and our portfolio companies.
Economic sanction laws in the United States and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.
Economic sanction laws in the United States and other jurisdictions may prohibit us or our affiliates from transacting with certain countries, individuals and companies. In the United
States, the U.S. Department of the Treasury’s Office of Foreign Assets Control administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions,
which prohibit, among other things, transactions with, and the provision of services to, certain non-U.S. countries, territories, entities and individuals. These types of sanctions may significantly
restrict or completely prohibit investment activities in certain jurisdictions, and if we, our portfolio companies or other issuers in which we invest were to violate any such laws or regulations, we
may face significant legal and monetary penalties.
The Foreign Corrupt Practices Act, or FCPA, and other anti-corruption laws and regulations, as well as anti-boycott regulations, may also apply to and restrict our activities, our portfolio
companies and other issuers of our investments. If an issuer or we were to violate any such laws or regulations, such issuer or we may face significant legal and monetary penalties. The U.S.
government has indicated that it is particularly focused on FCPA enforcement, which may increase the risk that an issuer or us becomes the subject of such actual or threatened enforcement. In
addition, certain commentators have suggested that private investment firms and the funds that they manage may face increased scrutiny and/or liability with respect to the activities of their
underlying portfolio companies. As such, a violation of the FCPA or other applicable regulations by us or an issuer of our portfolio investments could have a material adverse effect on us. We are
committed to complying with the FCPA and other anti-corruption laws and regulations, as well as anti-boycott regulations, to which it is subject. As a result, we may be adversely affected
because of our unwillingness to enter into transactions that violate any such laws or regulations.
We may be the target of litigation.
We may be the target of securities litigation in the future, particularly if the trading price of our common stock, our 2026 Notes or our 2026-2 Notes fluctuates significantly. We could also
generally be subject to litigation, including derivative actions by our stockholders. Any litigation could result in substantial costs and divert management’s attention and resources from our
business and cause a material adverse effect on our business, financial condition and results of operations.
The effect of global climate change may impact the operations of our portfolio companies.
There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change.
For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change,
energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio
companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition
through, for example, decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service
interruptions.
Legislative or regulatory tax changes could adversely affect investors.
At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. The Biden Administration has enacted
significant changes to the existing U.S. tax rules that include, among others, a minimum tax on book income and profits of certain multinational corporations, and there are a number of proposals
in the U.S. Congress that would similarly modify the existing U.S. tax rules. The likelihood of any new legislation being enacted is uncertain. Any new laws, regulations or interpretations may
take effect retroactively and could adversely affect the taxation of us or our shareholders. Therefore,
37
changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our
investments.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of September 30, 2022, we did not own any real estate or other physical properties materially important to our operation. We believe that the office facilities of the Investment Adviser
and Administrator are suitable and adequate for our business as it is contemplated to be conducted.
Item 3. Legal Proceedings
None of us, our Investment Adviser or our Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against
us, or against our Investment Adviser or Administrator. From time to time, we, our Investment Adviser or Administrator may be a party to certain legal proceedings, including proceedings
relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that
these proceedings will have a material effect upon our financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
38
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PRICE RANGE OF COMMON STOCK
PART II
On April 4, 2007, we closed our initial public offering. On April 14, 2022, listing and trading of the Company’s common stock commenced on the New York Stock Exchange after the
Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market effective at market close on April 13, 2022. Our common stock trades on the New York
Stock Exchange under the symbol “PNNT”. The following table lists the high and low closing sale prices for our common stock, the closing sale prices as a premium or (discount) to our NAV per
share and distributions per share for each full quarterly period within the fiscal years ended September 30, 2022 and 2021.
Period
Year Ended September 30, 2022
Fourth quarter
Third quarter
Second quarter
First quarter
Year Ended September 30, 2021
Fourth quarter
Third quarter
Second quarter
First quarter
NAV
(1)
Closing Sale Prices
High
Low
$
$
$
$
$
$
$
$
8.98
9.65
10.05
10.11
9.85
9.59
9.24
8.78
$
$
$
$
$
$
$
$
6.67
7.98
7.85
7.18
6.88
7.37
6.21
4.62
$
$
$
$
$
$
$
$
5.46
6.00
6.66
6.49
6.28
5.74
4.49
2.85
Premium /
(Discount)
of High Sale
Price to NAV
(2)
Premium /
(Discount)
of Low Sale
Price to NAV
(2)
Distributions
Declared
(26 )%
(17 )%
(22 )%
(29 )%
(30 )%
(23 )%
(33 )%
(47 )%
(39 )% $
(38 )% $
(34 )% $
(36 )% $
(36 )% $
(40 )% $
(51 )% $
(68 )% $
0.15
0.15
0.14
0.12
0.12
0.12
0.12
0.12
(1)
(2)
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each
period.
Calculated as the respective high or low closing sales price less NAV per share, divided by the quarter-end NAV per share.
Shares of BDCs may trade at a market price both above and below the NAV that is attributable to those shares. During the periods covered in the above table, our shares have traded below
our NAV. Our shares closed on the New York Stock Exchange at $5.46 and on the Nasdaq Global Select Market at $6.49 as of September 30, 2022 and 2021, respectively. Our NAV per share was
$8.98 and $9.85 as of the same dates. The possibility that our shares of common stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and
distinct from the risk that our NAV will decrease. It is not possible to predict whether our shares will trade at, above or below our NAV in the future. As of September 30, 2022, we had seven
stockholders of record.
Sale of Unregistered Securities
We did not engage in any sales of unregistered securities during the year ended September 30, 2022.
Issuer Purchases of Equity Securities
Repurchases of our common stock under our share repurchase program are as follows:
Period
Total Number of
Shares Purchased
Average Price per
Share
January 1, 2022 through March 31, 2022
April 1, 2022 through June 20, 2022
July 1, 2022 through September 30, 2022
Total investments
—————————
(1)
$
$
$
$
913,454
717,709
189,442
1,820,605
$
$
$
$
7.72
6.91
6.52
7.28
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Program
(1)
Approximate Dollar Value
of Shares that May yet be
Repurchased Under the
Plans or Programs (in
thousands)
913,454
1,631,163
1,820,605
$
$
$
17,944
12,986
11,751
On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25.0 million of our outstanding commons stock. Unless extended by our board of directors, the program will expire on the earlier off March 31,
2023 and the repurchase of $25.0 million of common stock.
39
DISTRIBUTIONS
We intend to continue making quarterly distributions to our stockholders. The timing and amount of our quarterly distributions, if any, is determined by our board of directors. Any
distributions to our stockholders are declared out of assets legally available for distribution. We monitor available net taxable investment income to determine if a tax return of capital may occur
for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, a portion of those distributions may be deemed to be a tax return of
capital to our common stockholders.
In January 2023, a Form 1099-DIV will be sent to stockholders subject to information reporting that will state the amount and composition of distributions and provide information with
respect to appropriate tax treatment of our distributions.
The tax characteristics of distributions declared, in accordance with Section 19(a) of the 1940 Act, during the years ended September 30, 2022 and 2021 from ordinary income (including
short-term gains), if any, totaled $36.6 million and $32.2 million, or $0.56 and $0.48 per share, respectively, based on the weighted average shares outstanding for the respective years.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend or other distribution, then stockholders’ cash distributions will be
automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.
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 these distributions from time to time. In addition,
we may be limited in our ability to make distributions due to the asset coverage ratio for borrowings when applicable to us as a BDC under the 1940 Act and due to provisions in future credit
facilities. If we do not distribute a certain minimum percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our ability to be subject to tax as a
RIC. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
Stock Performance Graph
This graph compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index (the "S&P Index") and the Russell 2000 Financial Services Index, for the last
five fiscal years. The graph assumes that, on September 30, 2017, a person invested $100 in each of our common stock, the S&P 500 Index, and the Russell 2000 Financial Services Index. The
graph measures total stockholder return, which takes into account both changes in stock price and distributions. It assumes that distributions paid are invested in like securities.
The graph and other information furnished under this Part II Item 5 of this Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation
14A or 14C, or to the liabilities of Section 18 of the Exchange Act. The stock price performance included in the above graph is not necessarily indicative of future stock price performance.
40
The following table is being provided to update, as of September 30, 2022, certain information in our registration statement on Form N-2 (File No. 333-263564), most recently declared
effective by the SEC on April 28, 2022. The following table will assist you in understanding the various costs and expenses that an investor in shares of our common stock will bear directly or
indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary from actual results. The following table should not be considered a
representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever reference is made to fees or expenses paid by
“you” or “us” or that “we” will pay, stockholders will indirectly bear such fees or expenses as investors in us.
Fees and Expenses
Stockholder transaction expenses
Sales load (as a percentage of offering price)
Offering expenses (as a percentage of offering price)
Dividend reinvestment plan expenses
Total stockholder expenses (as a percentage of offering price)
Estimated annual expenses (as a percentage of average net assets attributable to common shares)
Management fees
Incentive fees
Interest on borrowed funds
Acquired fund fees and expenses
Other expenses
Total estimated annual expenses
(4)
(1)
(2)
(3)
— %
—
—
—
(5)
(6)
(7)
(8)
(9)
3.04
0.41
5.19
2.45
0.72
11.81 %
(10)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
In the event that the securities to which any applicable prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.
In the event that we conduct an offering of our securities, a corresponding prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of
the offering price.
The expenses of the dividend reinvestment plan are included in “Other expenses.”
Net assets attributable to common shares equals average net assets as of September 30, 2022.
The contractual management fee is calculated at an annual rate of 1.50% of our average adjusted gross assets up to 200% of the Company’s total net assets as of the immediately preceding quarter-end and 1.00% for amounts that
exceed such amount on September 30, 2022. See “Business—Investment Management Agreement” and “Business—Management Fees” for more information.
The portion of incentive fees paid with respect to net investment income and capital gains, if any, is based on actual amounts incurred during the fiscal year ended September 30, 2022. Such incentive fees are based on performance,
vary from period to period and are not paid unless our performance exceeds specified thresholds. Incentive fees in respect of net investment income do not include incentive fees in respect of net capital gains. The portion of our
incentive fee paid in respect of net capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and equals 17.5%
of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate
amount of any previously paid capital gain incentive fees. For purposes of this chart and our Consolidated Financial Statements, our incentive fees on capital gains are calculated in accordance with GAAP. As we cannot predict our
future net investment income or capital gains, the incentive fee paid in future periods, if any, may be substantially different than the fee earned during the fiscal year ended September 30, 2022. For more detailed information about
the incentive fee, please see “Business—Investment Management Agreement” and “Business—Management Fees” for more information.
As of September 30, 2022, we had $114.1 million of unused borrowing capacity, subject to maintenance of the applicable total assets to debt ratio, under the 1940 Act. As of such date, we had $385.9 million in borrowings
outstanding under our $500.0 million Truist Credit Facility, $150.0 million in aggregate principal of 2026 Notes and $165.0 million in aggregate principal of 2026-2 Notes. As of September 30, 2022, our SBIC Fund had debenture
commitments from the SBA in the amount of $20.0 million, all of which were outstanding with a weighted average interest rate of 2.9%, exclusive of the 3.4% of upfront fees. We may use proceeds of any offering of securities under
any applicable registration statement to repay outstanding obligations under our Truist Credit Facility. After completing any such offering, we may continue to borrow under our Truist Credit Facility to finance our investment
objectives. Annual interest expense on borrowed funds represents actual interest expense incurred for the fiscal year ended September 30, 2022 and amendment costs and make-whole premiums, if any, and we caution you that our
actual interest expense will depend on prevailing interest rates and our rate of borrowing, which may be substantially higher than the estimate provided in this table.
Our stockholders indirectly bear 60.5% of the expenses of our investment in PSLF. No management fee is charged by PennantPark Investment Advisers in connection with PSLF. PSLF pays the Administrator an annual fee of 0.25%
of average gross assets under management. For this chart, PSLF fees and operating expenses are based on our share of the actual fees and operating expenses of PSLF for the fiscal year ended September 30, 2022. Expenses for
PSLF may fluctuate over time and may be substantially higher or lower in the future.
Our stockholders indirectly bear 23.1% of the expenses of our investment in PTSF II. A management fee equal to 0.30% per annum of the gross assets of PTSF II and its subsidiaries is charged by PennantPark Investment Advisers
in connection with PTSF II (which is waived by PennantPark Investment Advisers). When applicable, fees and operating expenses estimates would be based on historic fees and operating expenses for acquired funds. For PTSF II,
which has a limited operating history, fees and operating expenses are estimates based on expected fees and operating expenses of PTSF II for the applicable fiscal quarter, annualized for a full year. Expenses for PTSF may fluctuate
over time and may be substantially higher or lower in the future.
“Other expenses” includes our general and administrative expenses, professional fees, directors’ fees, insurance costs, taxes, expenses of our dividend reinvestment plan and the expenses of the Investment Adviser reimbursable
under our Investment Management Agreement and of the Administrator reimbursable under our Administration Agreement.
“Total estimated annual expenses” as a percentage of average net assets attributable to common shares, to the extent we borrow money to make investments, are higher than the total estimated annual expenses percentage would be
for a company that is not leveraged. We may borrow money to leverage our net assets and increase our total assets. The SEC requires that the “total estimated annual expenses” percentage be calculated as a percentage of net assets
(defined as total assets less indebtedness) rather than total assets, which include assets that have been funded with borrowed money. If the “Total estimated annual expenses” percentage were calculated instead as a percentage of total
assets, our “Total estimated annual expenses” would be 5.6% of average total assets.
Example
The following example illustrates the projected dollar amount of total cumulative expenses that you would pay on a $1,000 hypothetical investment in common shares, assuming (1) a
3.00% sales load (underwriting discounts and commissions) and offering expenses totaling 0.51%, (2) total net annual expenses of 11.40% of average net assets attributable to common shares as
set forth in the table above (other than performance-based incentive fees) and (3) a 5% annual return.
You would pay the following expenses on a $1,000 common stock investment
Assuming a 5% annual return (assumes no return from net realized capital gains or net
unrealized capital appreciation)
Assuming a 5% annual return (assumes return only from realized capital gains and thus
subject to the capital gains incentive fee)
1 Years
3 Years
5 Years
10 Years
$
$
142
$
335
$
504
$
149
$
353
$
529
$
840
867
This example and the expenses in the table above should not be considered a representation of our future expenses. Actual expenses may be greater or less than those assumed. The table
above is provided to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by
the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. If we were to earn an annual return equal to or less than 5% from net investment
income, the incentive fee under our Investment Management Agreement would not be earned or payable. If returns on our investments, including realized capital gains, result in an incentive fee,
our expenses, and returns to investors, would be higher. The example assumes that all
41
distributions are reinvested at NAV. Reinvestment of distributions under our dividend reinvestment plan may occur at a price per share that differs from NAV. See “Distributions” for more
information.
42
Item 6. Selected Financial Data
Not applicable
43
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which
relate to us and our consolidated subsidiaries regarding future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather
are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve
risks and uncertainties, including statements as to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our future operating results;
our business prospects and the prospects of our prospective portfolio companies, including as a result of the pandemic caused by COVID-19 or any future worsening there of;
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 or any future worsening there of;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the impact of a protracted decline in the liquidity of credit markets on our business;
the impact of investments that we expect to make;
the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;
our contractual arrangements and relationships with third parties;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
the ability of our prospective portfolio companies to achieve their objectives;
our expected financings and investments;
the adequacy of our cash resources and working capital;
the timing of cash flows, if any, from the operations of our prospective portfolio companies;
the impact of price and volume fluctuations in the stock market;
increasing levels of inflation, and its impact on us and our portfolio companies;
the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;
the impact of future legislation and regulation on our business and our portfolio companies; and
the impact of the ongoing invasion of Ukraine by Russia, United Kingdom’s withdrawal from the European Union (commonly known as “Brexit”) and other world economic and
political issues.
We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. You should not place
undue influence on the forward-looking statements as our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors in
“Risk Factors” and elsewhere in this Report.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the
forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of
profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward- looking statement in this Report should not be regarded as a
representation by us that our plans and objectives will be achieved.
We have based the forward-looking statements included in this Report on information available to us on the date of this Report, and we assume no obligation to update any such forward-
looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Report, whether as a result of new information, future events or otherwise,
you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including reports on Form 10-Q/K and
current reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
The following analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes thereto
contained elsewhere in this Report.
Overview
PennantPark Investment Corporation is a BDC whose objectives are to generate both current income and capital appreciation while seeking to preserve capital through debt and equity
investments primarily made to U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and equity investments.
We believe middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We seek to create a diversified portfolio that
includes first lien secured debt, second lien secured debt, subordinated debt and equity investments by investing approximately $10 million to $50 million of capital, on average, in the securities
of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. We use the term “middle-market” to refer to companies with annual
revenues between $50 million and $1 billion. The companies in which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such companies
were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies. Securities
rated below investment grade are often referred to as “leveraged loans” or “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above
investment grade and have speculative
44
characteristics. Our debt investments may generally range in maturity from three to ten years and are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business
entities which operate in various industries and geographical regions.
Our investment activity depends on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for
such companies, the general economic environment and the competitive environment for the types of investments we make. We have used, and expect to continue to use, our debt capital,
proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
Organization and Structure of PennantPark Investment Corporation
PennantPark Investment Corporation, a Maryland corporation organized in January 2007, is a closed-end, externally managed, non-diversified investment company that has elected to be
treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we have elected to be treated, and intend to qualify annually, as a RIC under the Code.
SBIC II, our wholly-owned subsidiary, was organized as a Delaware limited partnership in 2012. SBIC II received a license from the SBA to operate as a SBIC under Section 301(c) of
the 1958 Act. SBIC II’s objectives are to generate both current income and capital appreciation through debt and equity investments generally by investing with us in SBA eligible businesses that
meet the investment selection criteria used by PennantPark Investment.
Our investment activities are managed by the Investment Adviser. Under our Investment Management Agreement, we have agreed to pay our Investment Adviser an annual base
management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. PennantPark Investment, through the Investment Adviser, provides
similar services to SBIC II under its investment management agreement. SBIC II’s investment management agreement does not affect the management and incentive fees on a consolidated basis.
We have also entered into an Administration Agreement with the Administrator. Under our Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion of
overhead and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of
compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. PennantPark Investment, through the Administrator,
provides similar services to SBIC II under its administration agreement with us. Our board of directors, a majority of whom are independent of us, provides overall supervision of our activities,
and the Investment Adviser supervises our day-to-day activities.
Revenues
We generate revenue in the form of interest income on the debt securities we hold and capital gains and dividends, if any, on investment securities that we may acquire in portfolio
companies. Our debt investments, whether in the form of first lien secured debt, second lien secured debt or subordinated debt, typically have a term of three to ten years and bear interest at a
fixed or a floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, our investments provide for deferred interest payments and PIK interest. The
principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of amendment,
commitment, origination, structuring or diligence fees, fees for providing significant managerial assistance and possibly consulting fees. Loan origination fees, OID and market discount or
premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and accreted or amortized using the effective interest method as interest income or, in the case of
deferred financing costs, as interest expense. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to
time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are
recorded as other investment income when earned.
Expenses
Our primary operating expenses include interest expense on the outstanding debt and unused commitment fees on undrawn amounts, under our various debt facilities, the payment of a
management fee and the payment of an incentive fee to our Investment Adviser, if any, our allocable portion of overhead under our Administration Agreement and other operating costs as
detailed below. Our management fee compensates our Investment Adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments. We bear all other
direct or indirect costs and expenses of our operations and transactions, including:
the cost of calculating our net asset value, including the cost of any third-party valuation services;
the cost of effecting sales and repurchases of shares of our common stock and other securities;
fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence and reviews of prospective
investments or complementary businesses;
expenses incurred by the Investment Adviser in performing due diligence and reviews of investments;
transfer agent and custodial fees;
fees and expenses associated with marketing efforts;
federal and state registration fees and any exchange listing fees;
federal, state, local and foreign taxes;
independent directors’ fees and expenses;
brokerage commissions;
fidelity bond, directors and officers, errors and omissions liability insurance and other insurance premiums;
direct costs such as printing, mailing, long distance telephone and staff;
fees and expenses associated with independent audits and outside legal costs;
costs associated with our reporting and compliance obligations under the 1940 Act, the 1958 Act and applicable federal and state securities laws; and
all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under our Administration Agreement that will be
based upon our allocable portion of overhead, and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent
and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective
staffs.
45
Generally, during periods of asset growth, we expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets and increase during periods
of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.
PORTFOLIO AND INVESTMENT ACTIVITY
As of September 30, 2022, our portfolio totaled $1,226.3 million and consisted of $631.0 million of first lien secured debt, $129.9 million of second lien secured debt, $141.3 million of
subordinated debt (including $88.0 million in PSLF) and $324.1 million of preferred and common equity (including $51.1 million in PSLF). Our interest bearing debt portfolio consisted of 96%
variable-rate investments and 4% fixed-rate investments. As of September 30, 2022, we had one portfolio company on non-accrual, representing 1% and zero percent of our overall portfolio on
a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $71.0 million as of September 30, 2022. Our overall portfolio consisted of 123 companies with
an average investment size of $10.1 million, had a weighted average yield on interest bearing debt investments of 10.8 % and was invested 51 % in first lien secured debt, 11 % in second lien
secured debt, 12% in subordinated debt (including 7 % in PSLF) and 26 % in preferred and common equity (including 4 % in PSLF).
As of September 30, 2021, our portfolio totaled $1,255.3 million and consisted of $552.5 million of first lien secured debt, $176.9 million of second lien secured debt, $121.2 million of
subordinated debt (including $64.2 million in PSLF) and $404.7 million of preferred and common equity (including $41.2 million in PSLF). Our interest bearing debt portfolio consisted of 92%
variable-rate investments and 8% fixed-rate investments. As of September 30, 2021, we had no portfolio companies on non-accrual. Overall, the portfolio had net unrealized appreciation of $34.2
million as of September 30, 2021. Our overall portfolio consisted of 97 companies with an average investment size of $12.9 million, had a weighted average yield on interest bearing debt
investments of 9.0% and was invested 44% in first lien secured debt, 14% in second lien secured debt, 10% in subordinated debt (including 5% in PSLF) and 32% in preferred and common
equity (including 3% in PSLF).
For the year ended September 30, 2022, we invested $933.8 million of investments in 40 new and 122 existing portfolio companies with a weighted average yield on debt investments of
8.4 %. Sales and repayments of investments for the same period totaled $911.6 million.
For the year ended September 30, 2021, we invested $441.4 million of investments in 30 new and 49 existing portfolio companies with a weighted average yield on debt investments of
8.1%. Sales and repayments of investments for the same period totaled $434.5 million.
PennantPark Senior Loan Fund, LLC
As of September 30, 2022, PSLF’s portfolio totaled $730.1 million, consisted of 80 companies with an average investment size of $9.1 million and had a weighted average yield on debt
investments of 9.4%. As of September 30, 2022, all of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2022, PSLF invested $431.2 million (of which
$387.4 million was purchased from the Company) in 39 new and 28 existing portfolio companies with a weighted average yield on debt investments of 7.8%. PSLF’s sales and repayments of
investments for the same period totaled $100.5 million.
As of September 30, 2021, PSLF’s portfolio totaled $405.2 million, consisted of 47 companies with an average investment size of $8.6 million and had a weighted average yield on debt
investments of 7.1%. As of September 30, 2021, all of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2021, PSLF invested $149.4 million (of
which $123.4 million was purchased from the Company) in 18 new and nine existing portfolio companies with a weighted average yield on debt investments of 7.3%. PSLF’s sales and
repayments of investments totaled $104.9 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets
and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments,
which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in
the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions, including the credit worthiness of our portfolio
companies. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to ASC
serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are
issued. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements.
Investment Valuations
We expect that there may not be readily available market values for many of the investments which are or will be in our portfolio, and we value such investments at fair value as
determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With
respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as
relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company
does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we
consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily
available market value, the price used in an actual transaction may be different than our valuation and the difference may be material.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for
which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
(1) Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser responsible
for the portfolio investment;
(2)
Preliminary valuation conclusions are then documented and discussed with the management of the Investment Adviser;
(3) Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are
readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management’s preliminary valuations in light of their own
independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker;
(4)
The audit committee of our board of directors reviews the preliminary valuations of the Investment Adviser and those of the independent valuation firms on a quarterly basis,
periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent
valuation firms to reflect any comments; and
46
(5) Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the
respective independent valuation firms and the audit committee.
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from
independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment
Adviser assesses the source and reliability of bids from brokers or dealers. If our board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an
investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the
principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of
unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or
unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable
inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active
and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our
investments, our Truist Credit Facility, 2026 Notes and 2026-2 Notes and our SBA debentures are classified as Level 3. Our 2024 Notes are classified as Level 1, as they were valued using the
closing price from the primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual
transaction may be different than our valuation and those differences may be material.
On December 3, 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the
1940 Act. The new rule clarifies how fund boards of directors can satisfy their valuation obligations and requires, among other things, the board of directors to periodically assess material
valuation risks and take steps to manage those risks. The rule also permit boards of directors, subject to board oversight and certain other conditions, to designate the fund’s investment adviser to
perform fair value determinations. The new rule went into effect on March 8, 2021 and had a compliance date of September 8, 2022. We came into compliance with Rule 2a-5 under the 1940 Act
before the compliance date. While our board of directors has not elected to designate the Investment Adviser as the valuation designee at this time, we have adopted certain revisions to our
valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 under the 1940 Act.
In addition to using the above inputs to value cash equivalents, investments, our SBA debentures, our 2024 Notes, our 2026 Notes, 2026-2 Notes and our Truist Credit Facility valuations,
we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets
in which our investments are trading, in determining fair value.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC
825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to our Truist Credit
Facility. We elected to use the fair value option for the Truist Credit Facility to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using
different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of $5.1 million, zero, and zero relating to amendment costs on the Truist Credit Facility
during the years ended September 30, 2022, 2021 and 2020, respectively. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10
also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Truist Credit
Facility and, prior to their redemptions, the 2019 Notes and 2024 Notes are reported in our Consolidated Statements of Operations. We elect not to apply ASC 825-10 to any other financial assets
or liabilities, including the 2024 Notes, 2026 Notes, 2026 Notes-2 Notes, and SBA debentures.
For the years ended September 30, 2022, 2021, and 2020 the Truist Credit Facility had a net change in unrealized depreciation (appreciation) of $7.5 million, $(17.8) million and $12.3
million, respectively. As of September 30, 2022 and 2021, the net unrealized depreciation on our Truist Credit Facility totaled $9.2 million and $1.7 million. We use a nationally recognized
independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that the board of directors uses to value our investments.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest
accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is
not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, OID, market discount
or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the
case of deferred financing costs, as interest expense. We record prepayment penalties on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the
ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such
fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification
method, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized
appreciation or depreciation reflects the change in fair values of our portfolio investments, and our Truist Credit Facility, including any reversal of previously recorded unrealized appreciation or
depreciation, when gains or losses are realized.
47
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
1.
2.
Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and
Purchases and sales of investment securities, 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, we do not isolate that portion of the results of operations due to changes
in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the
net realized and unrealized gain or loss from investments and liabilities.
Payment-in-Kind, or, PIK Interest
We have investments in our portfolio which contain a PIK interest provision. PIK interest is added to the principal balance of the investment and is recorded as income. In order for us to
maintain our ability to be subject to tax as a RIC, substantially all of this income must be paid out to stockholders in the form of dividends for U.S. federal income tax purposes, even though we
may not have collected any cash with respect to interest on PIK securities.
Federal Income Taxes
We have elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must,
among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes
to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains
in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible U.S. federal excise tax imposed on RICs, we must distribute
dividends for federal income tax purposes to our stockholders in respect of each calendar year an amount at least equal to the sum of (1) 98% of our net ordinary income (subject to certain
deferrals and elections) for the calendar year, (2) 98.2% of the excess, if any, of our capital gains over our capital losses, or capital gain net income (adjusted for certain ordinary losses) for the
one-year period ending on October 31 of the calendar year plus (3) the sum of any net ordinary income plus capital gain net income for preceding years that was realized but not distributed during
such years and on which we did not incur any U.S. federal income tax, or the Excise Tax Avoidance Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-
term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and
may continue to retain such net capital gains or investment company taxable income, contingent on maintaining our ability to be subject to tax as a RIC, in order to provide us with additional
liquidity.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for
financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated
Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
For the years ended September 30, 2022, 2021 and 2020, we recorded a provision for taxes on net investment income of $0.8 million, $0.6 million and $1.2 million, respectively,
pertaining to federal excise tax.
The Taxable Subsidiary (PNNT Investment Holdings, LLC, a wholly-owned subsidiary of the Company) is subject to U.S. federal, state and local corporate income taxes. The income tax
expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.
For the years ended September 30, 2022 and 2021 the Company recognized a provision for taxes of $6.2 million and zero, respectively, on net realized gain on investments by the Taxable
Subsidiary. For the years ended September 30, 2022 and 2021, the Company recognized a provision for taxes of $0.9 million and zero, respectively, on net unrealized gain on investments by the
Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments
which were realized and unrealized during the fiscal year and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains. For the year ended September 30, 2022,
the Company recognized a provision for taxes $7.1 million on net realized and unrealized gains on investments by the Taxable Subsidiary. For the year ended September 30, 2021, the Company
recognized a provision for taxes of zero on net realized and unrealized gains on investments by the Taxable Subsidiary.
During the year ended September 30, 2022, the Company paid $4.0 million in federal taxes on realized gains on the sale of investments held by the Taxable Subsidiary. Due to offsetting
losses in the three months ended June 30, 2022 the $4.0 million is expected to be refunded and is shown on the consolidated statement of assets and liabilities under prepaid expenses and other
assets. The state and local tax liability of $0.8 million as of September 30, 2022 is included under accrued other expenses in the consolidated statement of assets and liabilities.
The Taxable Subsidiary, which is subject to tax as a corporation, allows us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income
tax purposes while facilitating our ability to qualify as a RIC under the Code.
RESULTS OF OPERATIONS
Set forth below are the results of operations for the years ended September 30, 2022 and 2021. For information regarding results of operations for the year ended September 30, 2020, see
the Company's Form 10-K for the fiscal year ended September 30, 2021, as filed with the SEC on November 17, 2021.
Investment Income
Investment income for the year ended September 30, 2022 was $105.0 million and was attributable to $74.4 million from first lien secured debt, $17.0 million from second lien secured
debt and $3.7 million from subordinated debt and $9.9 from preferred and common equity. The increase in investment income compared to the same periods in the prior year was primarily due to
an increase in LIBOR and SOFR base rates and an increase in the size of our interest bearing portfolio.
Investment income for the year ended September 30, 2021 was $81.6 million and was attributable to $47 million from first lien secured debt, $20.2 million from second lien secured debt
and $7.0 million from subordinated debt and $7.4 million from preferred and common equity.
Expenses
48
Net expenses for the year ended September 30, 2022 totaled $61.0 million. Base management fee for the same period totaled $19.8 million, incentive fee totaled $2.7 million, debt related
interest and other financing expenses totaled $33.8 million (including one-time debt related costs of $5.1 million) and general and administrative expenses totaled $3.9 million. The increase in
expenses over the prior year was primarily due to an increase in debt related interest and other financing expenses and an increase in incentive fees.
Net expenses for the year ended September 30, 2021 totaled $45.1 million. Base management fee for the same period totaled $17.3 million, incentive fee totaled $0.6 million, debt related
interest and other financing expenses totaled $22.5 million and general and administrative expenses totaled $4.1 million.
Net Investment Income
For the years ended September 30, 2022 and 2021 net investment income totaled $43.9 million, or $0.66 per share, and $36.5 million, or $0.54 per share, respectively. The increase in net
investment income per share compared to the prior year was primarily due to an increase in investment income.
Net Realized Gains or Losses
For the years ended September 30, 2022 and 2021 net realized gain (loss) totaled $34.8 million and $30.0 million, respectively. The change in realized gains/losses was primarily due to
changes in market conditions of our investments and the values at which they were realized, primarily due to the realized appreciation of PT Network Intermediate Holdings, LLC, and the
fluctuations in the market and in the economy, as discussed above under “Forward-Looking Statements".
Unrealized Appreciation or Depreciation on Investments and Truist Credit Facility
For the years ended September 30, 2022 and 2021, we reported net unrealized appreciation (depreciation) on investments of $(110.0) million and $117.9 million, respectively. As of
September 30, 2022 and 2021, our net unrealized appreciation (depreciation) on investments totaled $(75.7) million and $34.2 million, respectively. The net change in unrealized
appreciation/depreciation on our investments for the year ended September 30, 2022 compared to the prior year was primarily due to changes in the capital market conditions of our investments
and the values at which they were realized, primarily due to the realized appreciation of PT Network Intermediate Holdings, LLC, and the fluctuation in the market and in the economy, as
discussed above under the “Forward-Looking Statements” section above.
For the years ended September 30, 2022 and 2021, we reported a net unrealized (appreciation) depreciation in our Truist Credit Facility of $7.5 million and $(17.8) million, respectively.
As of September 30, 2022 and 2021, our net unrealized depreciation on our Truist Credit Facility totaled $9.2 million and $1.7 million, respectively. The net change in unrealized depreciation for
the year ended September 30, 2022 compared to the prior year was primarily due to changes in the capital markets, as further discussed above under “Forward-Looking Statements”.
Net Change in Net Assets Resulting From Operations
Net change in net assets resulting from operations totaled $(24.7) million, or $(0.37) per share, and $166.6 million, or $2.49 per share, for the years ended September 30, 2022 and 2021,
respectively. The decrease in net assets from operations for the year ended September 30, 2022 compared to the prior year was primarily due to depreciation of the portfolio primarily driven by
changes in market conditions, as discussed above under “Forward-Looking Statements”.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are derived primarily from proceeds of securities offerings, debt capital and cash flows from operations, including investment sales and repayments,
and income earned. Our primary use of funds from operations includes investments in portfolio companies and payments of interest expense, fees and other operating expenses we incur. We have
used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
As of September 30, 2022, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage
ratio requirement after such borrowing, excluding SBA debentures pursuant to exemptive relief from the SEC received in June 2011. This “Liquidity and Capital Resources” section should be
read in conjunction with the “Forward-Looking Statements” section above.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated
Appropriations Act of 2018 (which includes the SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage requirement applicable to us for senior
securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to compliance with certain disclosure
requirements.
As of September 30, 2022 and 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 186% and 221%, respectively.
The annualized weighted average cost of debt for the years ended September 30, 2022 and 2021, inclusive of the fee on the undrawn commitment and amendment costs on the Truist
Credit Facility, amortized upfront fees on SBA debentures and debt retirement and issuance costs, was 4.8% and 3.5%, respectively.
As of September 30, 2022, we had the multi-currency Truist Credit Facility for up to $500.0 million (increased from $465.0 million in July 2022), which may be further increased up to
$750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, Regions Bank, acting as an additional multicurrency lender, and
JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of September 30, 2022 and 2021, we had $385.9 million and $316.5 million, respectively, in outstanding borrowings
under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 5.3% and 2.4%, respectively, exclusive of the fee on undrawn commitments, as of September 30,
2022 and 2021. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 for $475.0 million out of the total $500.0 million commitments (with the revolving
period with respect to the remaining $25.0 million of commitments expiring on September 4, 2023 and the related obligations maturing on September 4, 2024) and pricing set at 235 basis points
over SOFR. As of September 30, 2022 and 2021, we had $114.1 million and $118.5 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and
borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets excluding assets held by SBIC II. As of September 30, 2022, we were in compliance with the
terms of the Truist Credit Facility.
On November 13, 2021, the 2024 Notes were redeemed at a redemption price of $25.00 per 2024 Note, plus accrued and unpaid interest to November 13, 2021, pursuant to the indenture
governing the 2024 Notes. Accordingly, as of September 30, 2022 and September 30, 2021, we had zero and $86.3 million in aggregate principal amount of 2024 Notes outstanding, respectively.
Interest on the 2024 Notes was paid quarterly on January 15, April 15, July 15 and October 15, at a rate of 5.5% per year.
As of September 30, 2022, we had $150.0 million in aggregate principal amount of 2026 Notes outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1,
at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026, and may be redeemed in whole or in part at our option subject to a make-whole premium if
redeemed more than three months prior to maturity. The 2026 Notes are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness.
The 2026 Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
49
As of September 30, 2022, we had $165.0 million in aggregate principal amount of 2026 Notes-2 outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November
1, at a rate of 4.0% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026,and may be redeemed in whole or in part at our option subject to a make-whole premium
if redeemed more than three months prior to maturity. The 2026 Notes-2 are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated
indebtedness. The 2026 Notes-2 are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
We may raise additional equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, by securitizing a portion of our
investments, among other sources. Any future additional debt capital we incur, to the extent it is available, may be issued at a higher cost and on less favorable terms and conditions than the
Truist Credit Facility, 2026 Notes, 2026 Notes-2 and SBA debentures. Furthermore, the Truist Credit Facility availability depends on various covenants and restrictions. The primary use of
existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general
corporate or strategic purposes such as our stock repurchase program.
We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which was reapproved by our board of
directors (including a majority of our directors who are not interested persons of us or the Investment Adviser) in February 2022 PennantPark Investment Advisers serves as our investment
adviser. PennantPark Investment, through the Investment Adviser, provides similar services to SBIC II under its investment management agreement with us. SBIC II’s investment management
agreement does not affect the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. Payments under our Investment Management Agreement in each
reporting period are equal to (1) a management fee equal to a percentage of the value of our average adjusted gross assets and (2) an incentive fee based on our performance.
Under our Administration Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in
February 2022 and amended in July 2022, the Administrator furnishes us with office facilities and administrative services necessary to conduct our day-to-day operations. The Administration
Agreement was amended on July 1, 2022. PennantPark Investment, through the Administrator, provides similar services to SBIC II under its administration agreements, which are intended to
have no effect on the consolidated administration fee. If requested to provide significant managerial assistance to our portfolio companies, we or the Administrator will be paid an additional
amount based on the services provided. Payment under our Administration Agreement is based upon our allocable portion of the Administrator’s overhead in performing its obligations under our
Administration Agreement, including rent and our allocable portion of the costs of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs.
If any of our contractual obligations discussed above are terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and
expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new investment
management agreement would also be subject to approval by our stockholders.
On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25 million of our outstanding common stock in the open market at prices below our
net asset value as reported in our then most recently published consolidated financial statements. The shares may be purchased from time to time at prevailing market prices, through open market
transactions, including block transactions. Unless extended by our board of directors, the program, which may be implemented at the discretion of management, will expire on the earlier of
March 31, 2023 and the repurchase of $25 million of common stock. During the year ended September 30, 2022, we repurchased 1,820,605 shares of common stock in open market transactions
for an aggregate cost (including transaction costs) of $13.2 million. During the year ended September 30, 2021, we did not make any repurchases of shares of our common stock.
SBIC II is able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to customary regulatory requirements including
an examination by the SBA. We have funded SBIC II with $75.0 million of equity capital and it had SBA debentures outstanding of $20.0 million and $63.5 million, as of September 30, 2022
and 2021. respectively. SBA debentures are non-recourse to us and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred
to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes.
As of both September 30, 2022 and 2021, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During the years ended September 30, 2022 and 2021,
$43.5 million and $55.0 million in SBA debentures were repaid, respectively. As of September 30, 2022 and 2021, the unamortized fees on the SBA debentures were $0.3 million and $1.3
million, respectively. The SBA debentures’ upfront fees of 3.4% consist of a commitment fee of 1.0% and an issuance discount of 2.4%, which are being amortized.
Our fixed-rate SBA debentures were as follows:
September 20, 2017
Issuance Dates
Maturity
September 1, 2027
Fixed All-in Coupon Rate
(1)
As of September 30, 2022
Principal Balance
2.9 %
20,000,000
Issuance Dates
Maturity
Fixed All-in Coupon Rate
(1)
September 20, 2017
March 21, 2018
Weighted Average Rate / Total
(1)
Excluding 3.4% of upfront fees.
September 1, 2027
March 1, 2028
As of September 30, 2021
Principal Balance
27,500,000
36,000,000
63,500,000
2.9 %
3.5
3.3 %
$
The SBIC program is designed to stimulate the flow of capital into eligible businesses. Under SBA regulations, SBIC II is subject to regulatory requirements, including making
investments in SBA eligible businesses, investing at least 25% of regulatory capital in eligible smaller businesses, as defined under the 1958 Act, placing certain limitations on the financing terms
of investments, prohibiting investment in certain industries and requiring capitalization thresholds that limit distributions to us, and are subject to periodic audits and examinations of their
financial statements that are prepared on a basis of accounting other than GAAP (for example, fair value, as defined under ASC 820, is not required to be used for assets or liabilities for such
compliance reporting). As of September 30, 2022, SBIC II was in compliance with their regulatory requirements.
In accordance with the 1940 Act, with certain limited exceptions, PennantPark Investment is only allowed to borrow amounts such that our required 150% asset coverage ratio is met after
such borrowing. As of September 30, 2022 and 2021, we excluded the principal amounts of our SBA debentures from our asset coverage ratio pursuant to SEC exemptive relief. In 2011, we
received exemptive relief from the SEC allowing us to modify the asset coverage ratio requirement to exclude the SBA debentures from the calculation. Accordingly, our ratio of total assets on a
consolidated basis to outstanding indebtedness may be less than 150% which, while providing increased investment flexibility, also increases our exposure to risks associated with leverage.
50
As of September 30, 2022 and 2021, we had cash and cash equivalents of $52.7 million and $20.4 million, respectively, available for investing and general corporate purposes. We believe
our liquidity and capital resources are sufficient to allow us to effectively operate our business.
Our operating activities used cash of $19.0 million for the year ended September 30, 2022, and our financing activities provided cash of $52.0 million for the same period. Our operating
activities used cash primarily for our investment activities and our financing activities provided cash primarily from the issuance of our 2026-2 Notes and net repayments under our Truist Credit
Facility and the repayment of the SBA debentures.
Our operating activities provided cash of $7.9 million for the year ended September 30, 2021, and our financing activities used cash of $(13.4) million for the same period. Our operating
activities used cash primarily for our investment activities and our financing activities provided cash primarily for net borrowings under our Truist Credit Facility and the repayment of the SBA
debentures.
For more information regarding our borrowing arrangements, see “Business—Leverage” above.
51
Senior Securities
Information about our senior securities is shown in the following table as of September 30, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014 and 2013. The report of RSM US LLP,
an independent registered public accounting firm, on the Senior Securities table as of September 30, 2022, is attached as an exhibit to this Report.
Class and Year
Truist Credit Facility
Fiscal 2022
Fiscal 2021
Fiscal 2020
Fiscal 2019
Fiscal 2018
Fiscal 2017
Fiscal 2016
Fiscal 2015
Fiscal 2014
Fiscal 2013
BNP Credit Facility
Fiscal 2019
2019 Notes
Fiscal 2018
Fiscal 2017
Fiscal 2016
Fiscal 2015
Fiscal 2014
2024 Notes
Fiscal 2021
Fiscal 2020
Fiscal 2019
2025 Notes
Fiscal 2016
Fiscal 2015
Fiscal 2014
Fiscal 2013
2026 Notes
Fiscal 2022
Fiscal 2021
2026-2 Notes
Fiscal 2022
Total Amount
(1)
Outstanding
$
385,920
$
316,545
388,252
301,636
80,520
79,393
50,340
136,864
55,226
145,500
171,000
250,000
250,000
250,000
250,000
250,000
86,250
86,250
75,000
71,250
71,250
71,250
71,250
150,000
150,000
165,000
Asset Coverage
Per Unit
(2), (3)
Average
Market Value
Per Unit
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
25.14
23.47
24.87
24.68
25.13
24.51
24.79
(4)
(4)
(4)
(5)
(5)
(5)
(5)
N/A
N/A
N/A
1,855
2,208
2,078
2,066
2,919
2,998
2,794
2,586
3,215
4,205
2,066
2,919
2,998
2,794
2,586
3,215
2,208
2,078
2,066
2,794
2,586
3,215
4,205
1,855
2,208
1,855
$
(1)
(2)
(3)
(4)
(5)
Total cost of each class of senior securities outstanding at the end of the period presented in thousands (000s).
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities
representing indebtedness at par. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
These amounts exclude SBA debentures from our total amount outstanding and asset coverage per unit computation pursuant to an exemptive relief letter provided by the SEC in June 2011.
The average market value per unit is derived based on the daily closing price of the 2024 Notes trading on The Nasdaq Global Select Market under the symbol “PNNTG.” The 2024 Notes were issued in increments of $25 per unit
and commenced trading on September 30, 2019.
The average market value per unit is derived based on the monthly average closing price of the 2025 Notes, which were traded on the New York Stock Exchange, or NYSE, under the symbol “PNTA” since issuance. The 2025 Notes
were issued in increments of $25 per unit. On June 29, 2017, the 2025 Notes were redeemed in full.
PennantPark Senior Loan Fund, LLC
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy.
PSLF was formed as a Delaware limited liability company. As of September 30, 2022 and 2021 PSLF had total assets of $781.3 million and $417.4 million, respectively. PSLF’s portfolio
consisted of debt investments in 80 and 47 portfolio companies as of September 30, 2022 and 2021, respectively. As of the same dates, we and Pantheon had no remaining commitments to fund
first lien secured debt and equity interests in PSLF. As of September 30, 2022, at fair value, the largest investment in a single portfolio company in PSLF was $19.9 million and the five largest
investments totaled $98.5 million. As of September 30, 2021 at fair value, the largest investment in a single portfolio company in PSLF was $16.8 million and the five largest investments totaled
$74.4 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2022 and 2021 we and Pantheon owned 60.5% and 39.5%, respectively, of each of
the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2022 and 2021 , our investment in PSLF consisted of subordinated notes of $88.0 million and $64.2 million,
respectively, and equity interests of $51.1 million and $41.2 million, respectively.
We and Pantheon each appointed two members to PSLF’s four-person Member Designees’ Committee, or the Member Designees’ Committee. All material decisions with respect to
PSLF, including those involving its investment portfolio, require unanimous approval of quorum of the Member Designees’ Committee. Quorum is defined as (i) the presence of two members of
the Member Designees’ Committee; provided that at least one individual is present that was elected, designated or appointed by each of us and Pantheon; (ii) the presence of three members of the
Member Designees’ Committee, provided that the individual that was elected, designated or appointed by each of us or Pantheon, as the case may be, with only one individual present shall be
entitled to cast two votes on each matter; and (iii) the presence of four members of the Member Designees’ Committee shall constitute a quorum, provided that two individuals are present that
were elected, designated or appointed by each of us and Pantheon.
52
Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $225 million (reduced from $275.0 million on March 2, 2022) senior secured revolving
credit facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 255 basis points during the investment period, or the PSLF Credit Facility, with BNP Paribas,
subject to leverage and borrowing base restrictions.
In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is
secured by a diversified portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in
middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC.
of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC transferred to a wholly owned
subsidiary of PSLF 100% of the Subordinated Notes issued by PennantPark CLO IV, LLC.
53
Below is a summary of PSLF’s portfolio at fair value ($ in thousands):
($ in thousands)
Total investments
Weighted average cost yield on income producing investments
Number of portfolio companies in PSLF
Largest portfolio company investment at fair value
Total of five largest portfolio company investments at fair value
Below is a listing of PSLF’s individual investments as of September 30, 2022 ($ in thousands):
September 30, 2022
September 30, 2021
$
$
$
730,108
$
9.4 %
80
19,906
98,502
$
$
405,233
7.1 %
47
16,817
74,445
Maturity
Industry
Current
Coupon
Basis Point
Spread Above
Index
(1)
Par
Cost
Fair Value
(2)
Issuer Name
First Lien Secured Debt - 864.4%
Ad.net Acquisition, LLC
Alpine Acquisition Corp II
Altamira Technologies, LLC
American Insulated Glass, LLC
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)
Anteriad, LLC (f/k/a MeritDirect, LLC)
Any Hour Services
Apex Service Partners, LLC
Apex Service Partners, LLC Term Loan B
Apex Service Partners, LLC - Term Loan C
Applied Technical Services, LLC
Arcfield Acquisition Corp.
Beta Plus Technologies, Inc.
Blackhawk Industrial Distribution, Inc.
Broder Bros., Co.
Cartessa Aesthetics, LLC
CF512, Inc.
Connatix Buyer, Inc.
Dr. Squatch, LLC
DRI Holding Inc.
DRS Holdings III, Inc.
Duraco Specialty Tapes LLC
ECL Entertainment, LLC
ECM Industries, LLC
Exigo Intermediate II, LLC
Fairbanks Morse Defense
Global Holdings InterCo LLC
Graffiti Buyer, Inc.
Hancock Roofing and Construction L.L.C.
Holdco Sands Intermediate, LLC
HV Watterson Holdings, LLC
HW Holdco, LLC
Icon Partners III, LP
IDC Infusion Services, Inc.
IG Investments Holdings, LLC
Imagine Acquisitionco, LLC
Inception Fertility Ventures, LLC
Infolinks Media Buyco, LLC
Integrity Marketing Acquisition, LLC
K2 Pure Solutions NoCal, L.P.
LAV Gear Holdings, Inc.
Lash OpCo, LLC
Lightspeed Buyer Inc.
MAG DS Corp.
Magenta Buyer, LLC
Mars Acquisition Holdings Corp.
MBS Holdings, Inc.
Meadowlark Acquirer, LLC
Municipal Emergency Services, Inc.
NBH Group LLC
OIS Management Services, LLC
Owl Acquisition, LLC
Ox Two, LLC (New Issue)
PL Acquisitionco, LLC
PlayPower, Inc.
Quantic Electronics, LLC
Quantic Electronics, LLC - Unfunded Term Loan
Radius Aerospace, Inc.
Rancho Health MSO, Inc.
Reception Purchaser, LLC
Recteq, LLC
Research Now Group, LLC and Dynata, LLC
Riverpoint Medical, LLC
Riverside Assessments, LLC
Sales Benchmark Index LLC
Sargent & Greenleaf Inc.
Seaway Buyer, LLC
Signature Systems Holding Company
Solutionreach, Inc.
STV Group Incorporated
05/06/26
11/30/26
07/24/25
12/21/23
06/10/25
05/23/24
07/21/27
07/31/25
07/31/25
07/31/25
12/29/26
03/07/28
07/01/29
09/17/24
12/02/22
05/13/28
08/20/26
07/13/27
08/31/27
12/21/28
11/03/25
06/30/24
05/01/28
12/23/25
03/15/27
06/17/28
03/16/26
08/10/27
12/31/26
11/23/28
12/17/26
12/10/24
05/11/28
12/30/26
09/22/28
11/15/27
12/07/23
11/01/26
08/27/25
12/20/23
10/31/24
02/18/27
02/03/26
04/01/27
07/31/28
05/14/26
04/16/27
12/10/27
09/28/27
08/19/26
07/09/26
02/04/28
05/18/26
11/09/27
05/08/26
11/19/26
11/19/26
03/31/25
12/18/25
02/28/28
01/29/26
12/20/24
06/20/25
03/10/25
01/03/25
12/20/24
06/13/29
05/03/24
01/17/24
12/11/26
Media
Containers, Packaging and Glass
Aerospace and Defense
Building Materials
Media
Media
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Environmental Services
Aerospace and Defense
Business Services
Distribution
Personal, Food and Miscellaneous Services
Distribution
Media
Media
Personal and Non-Durable Consumer Products
Media
Consumer Products
Manufacturing / Basic Industries
Hotels, Motels, Inns and Gaming
Electronics
Business Services
Aerospace and Defense
Banking, Finance, Insurance & Real Estate
Distribution
Insurance
9.67 %
8.69 %
10.81 %
7.79 %
9.95 %
9.17 %
7.98 %
6.25 %
6.55 %
6.50 %
9.42 %
8.99 %
7.56 %
8.57 %
7.39 %
9.55 %
9.08 %
8.42 %
9.42 %
8.37 %
8.87 %
8.62 %
10.62 %
6.32 %
8.87 %
7.63 %
8.74 %
8.00 %
8.67 %
1M L+550
3M L+575
3M L+600 $ 4,938
9,975
3M L+800
871
3M L+550
19,90
6
14,10
4
15,16
8
9,942
6,569
3,323
7,607
8,822
11,94
3M L+550
3M L+575
3M L+575
3M L+550
3M L+600
3M L+500
3M L+575
1M L+525
3M L+600
3M L+600
3M L+600
3M L+575
1M L+550
3M L+475
3M L+575
3M L+600
3M L+575
3M L+500
3M L+600
1M L+575
6M L+475
3M L+600
3M L+550
1M L+575
Aerospace and Defense
10.17 %
1M L+800
9.67 %
6.00 %
6.87 %
10.20 %
9.45 %
6.91 %
9.96 %
9.42 %
9.21 %
11.12 %
9.95 %
11.17 %
8.87 %
9.17 %
7.87 %
8.62 %
8.56 %
9.17 %
7.25 %
7.80 %
9.45 %
8.41 %
8.32 %
9.62 %
9.17 %
9.92 %
0.00 %
9.46 %
7.75 %
9.13 %
9.92 %
8.84 %
7.74 %
9.95 %
9.67 %
7.15 %
7.90 %
10.17 %
8.87 %
8.37 %
3M L+600
3M L+700
3M L+475
3M L+750
1M L+575
3M L+625
3M L+550
1M L+550
3M L+575
3M L+550
3M L+500
1M L+650
3M L+475
3M L+550
3M L+500
1M L+625
3M L+575
3M L+575
3M L+550
3M L+575
3M L+600
3M L+550
1M L+650
1M L+575
1M L+525
1M L+600
3M L+625
3M L+600
1M L+450
SOFR+600
3M L+700
1M L+550
3M L+525
1M L+575
3M L+625
3M L+550
3M L+575
1M L+450
6M L+675
3M L+575
Business Services
Media
Auto Sector
Healthcare, Education and Childcare
Business Services
Business Services
Healthcare, Education and Childcare
Media
Insurance
Chemicals, Plastics and Rubber
Leisure, Amusement, Motion Pictures,
Entertainment
Consumer Products
Healthcare, Education and Childcare
Aerospace and Defense
Software
Media
Telecommunications
Business Services
Distribution
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Education
Distribution
Retail
Consumer Products
Aerospace and Defense
Aerospace and Defense
Aerospace and Defense
Healthcare, Education and Childcare
Transportation
Consumer Products
Business Services
Healthcare, Education and Childcare
Education
Business Services
Electronics
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Communications
Transportation
54
$
$
4,938
9,785
864
19,867
13,968
15,084
9,934
6,502
3,298
7,607
8,725
11,721
14,700
17,772
9,937
17,131
2,958
9,029
6,427
2,526
15,063
8,008
4,558
2,761
9,817
754
7,313
1,939
6,835
19,535
15,045
14,303
2,001
17,154
4,388
5,534
19,545
6,428
19,866
14,316
2,129
19,708
12,119
5,128
2,946
7,861
7,326
2,926
4,102
7,426
5,210
3,874
4,911
8,489
2,487
3,342
-
12,657
5,180
4,904
9,718
14,440
3,172
9,872
6,779
5,082
14,794
11,879
11,352
12,031
4,900
9,576
841
19,906
13,892
15,168
9,743
6,536
3,307
7,569
8,602
11,701
14,700
17,596
9,937
17,194
2,940
8,819
6,338
2,489
14,658
7,944
4,489
2,689
9,726
740
7,013
1,895
6,733
19,516
14,721
14,257
1,705
16,617
4,428
5,495
19,800
6,428
19,754
14,438
2,088
19,526
11,944
5,069
2,826
7,880
7,332
2,953
3,923
7,505
5,257
3,890
4,863
8,419
2,309
3,335
(1 )
12,566
5,180
4,751
9,505
13,070
3,112
9,750
6,791
5,031
14,775
11,861
11,113
11,978
0
15,00
0
17,99
3
9,937
17,45
6
2,985
9,045
6,435
2,776
15,14
2
8,139
4,558
2,823
9,950
800
7,343
1,974
6,835
19,91
5
15,25
5
14,43
8
2,333
17,40
0
4,473
5,636
20,00
0
6,428
19,95
4
14,43
8
2,137
19,92
5
12,34
5
5,570
3,140
7,920
7,406
2,983
4,164
7,505
5,257
3,990
4,962
8,634
2,580
3,403
143
12,75
7
5,180
4,975
9,850
14,54
2
3,192
9,949
6,859
5,082
15,00
0
11,95
1
11,38
6
12,09
9
Issuer Name
Maturity
Industry
Current
Coupon
Basis Point
Spread Above
Index
(1)
Par
Cost
Fair Value
(2)
System Planning and Analysis, Inc. (f/k/a Management Consulting &
Research, LLC)
Teneo Holdings LLC
The Aegis Technologies Group, LLC
The Bluebird Group LLC
The Vertex Companies, LLC
TPC Canada Parent, Inc. and TPC US Parent, LLC
TVC Enterprises, LLC
TWS Acquisition Corporation
Tyto Athene, LLC
UBEO, LLC
Unique Indoor Comfort, LLC
Wildcat Buyerco, Inc.
Zips Car Wash, LLC
Total First Lien Secured Debt
Total Investments - 864.4%
Cash and Cash Equivalents - 50.9%
BlackRock Federal FD Institutional 30
Total Cash and Cash Equivalents
Total Investments and Cash Equivalents - 915.3%
Liabilities in Excess of Other Assets — (815.3)%
Members' Equity—100.0%
8/16/2027
7/18/2025
10/31/2025
7/27/2026
8/30/2027
11/24/2025
3/26/2026
6/16/2025
4/3/2028
4/3/2024
5/24/2027
2/27/2026
3/1/2024
Aerospace and Defense
Financial Services
Aerospace and Defense
Business Services
Business Services
Food
Transportation
Education
Aerospace and Defense
Printing and Publishing
Home and Office Furnishings, Housewares
Electronics
Business Services
8.73 %
7.73 %
9.67 %
10.67 %
8.62 %
7.78 %
8.87 %
8.76 %
7.76 %
8.17 %
8.95 %
9.45 %
10.24 %
SOFR+600
3M L+525
3M L+600
3M L+650
3M L+550
3M L+525
3M L+600
3M L+625
3M L+550
3M L+450
3M L+525
SOFR+575
3M L+725
16,128
3,474
11,208
5,502
4,531
5,536
17,381
7,949
12,064
4,674
9,975
11,506
19,998
15,785
3,435
11,102
5,549
4,485
5,392
17,244
7,917
11,938
4,657
9,840
11,420
19,673
15,870
3,271
11,096
5,557
4,509
5,370
16,946
7,910
11,208
4,604
9,755
11,110
19,498
738,219
730,108
42,966
42,966
781,185
$
42,966
42,966
773,073
(688,612 )
84,462
$
$
(1)
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in
the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at
the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
(2)
Valued based on PSLF’s accounting policy.
55
Below is a listing of PSLF’s individual investments as of: September 30, 2021 ($ in thousands):
Issuer Name
First Lien Secured Debt - 595.6%
Ad.net Acquisition, LLC
Altamira Technologies, LLC
American Insulated Glass, LLC
Any Hour Services
Apex Service Partners, LLC
Apex Service Partners, LLC Term Loan B
Applied Technical Services, LLC
Bottom Line Systems, LLC
Crash Champions, LLC
DRS Holdings III, Inc.
ECL Entertainment, LLC
ECM Industries, LLC
Global Holdings InterCo LLC
Hancock Roofing and Construction L.L.C.
Holdco Sands Intermediate, LLC
HW Holdco, LLC
IMIA Holdings, Inc.
Integrity Marketing Acquisition, LLC
Juniper Landscaping of Florida, LLC
K2 Pure Solutions NoCal, L.P.
LAV Gear Holdings, Inc.
Lightspeed Buyer Inc.
Lombart Brothers, Inc.
MAG DS Corp.
Mars Acquisition Holdings Corp.
MBS Holdings, Inc.
MeritDirect, LLC
PlayPower, Inc.
Radius Aerospace, Inc.
Rancho Health MSO, Inc.
Recteq, LLC
Research Now Group, LLC and Dynata, LLC
Riverpoint Medical, LLC
Sales Benchmark Index LLC
Sargent & Greenleaf Inc.
Signature Systems Holding Company
Solutionreach, Inc.
STV Group Incorporated
TAC LifePort Purchaser, LLC
TeleGuam Holdings, LLC
Teneo Holdings LLC
TPC Canada Parent, Inc. and TPC US Parent, LLC
TVC Enterprises, LLC
TWS Acquisition Corporation
Tyto Athene, LLC
UBEO, LLC
Vision Purchaser Corporation
Wildcat Buyerco, Inc.
Total First Lien Secured Debt
Cash and Cash Equivalents—16.2%
BlackRock Federal FD Institutional 30
US Bank Cash
Total Cash and Cash Equivalents
Total Investments and Cash Equivalents—611.8%
Liabilities in Excess of Other Assets—(511.8)%
Members' Equity—100.0%
Maturity
Industry
Current
Coupon
Basis Point
Spread Above
Index
(1)
Par
Cost
Fair Value
(2)
05/06/26
07/24/25
12/21/23
07/21/27
07/31/25
07/31/25
12/29/26
02/13/23
08/05/25
11/03/25
03/31/28
12/23/25
03/16/26
12/31/26
12/19/25
12/10/24
04/09/27
08/27/25
12/22/21
12/20/23
10/31/24
02/03/26
04/13/23
04/01/27
05/14/26
04/16/27
05/23/24
05/08/26
03/31/25
12/18/25
01/29/26
12/20/24
06/20/25
01/03/25
12/20/24
05/03/24
01/17/24
12/11/26
03/01/26
11/20/25
07/18/25
11/24/25
03/26/26
06/16/25
04/03/28
04/03/24
06/10/25
02/27/26
Media
Aerospace and Defense
Building Materials
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Environmental Services
Healthcare, Education and Childcare
Auto Sector
Consumer Products
Hotels, Motels, Inns and Gaming
Electronics
Banking, Finance, Insurance & Real Estate
Insurance
Aerospace and Defense
Media
Aerospace and Defense
Insurance
Personal, Food and Miscellaneous Services
Chemicals, Plastics and Rubber
Leisure, Amusement, Motion Pictures, Entertainment
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Aerospace and Defense
Media
Telecommunications
Media
Consumer Products
Aerospace and Defense
Healthcare, Education and Childcare
Consumer Products
Business Services
Healthcare, Education and Childcare
Business Services
Electronics
Chemicals, Plastics and Rubber
Communications
Transportation
Aerospace and Defense
Telecommunications
Financial Services
Food
Transportation
Education
Aerospace and Defense
Printing and Publishing
Media
Electronics
7.00%
8.00%
6.50%
6.75%
6.25%
6.55%
6.75%
6.25%
6.00%
7.25%
8.25%
5.50%
7.00%
6.00%
7.50%
5.50%
6.75%
6.50%
6.50%
8.00%
8.50%
6.75%
7.25%
6.50%
6.50%
6.75%
6.50%
5.65%
6.75%
6.75%
7.00%
6.50%
5.50%
7.75%
7.00%
8.50%
6.75%
5.33%
7.00%
5.50%
6.25%
6.25%
6.75%
7.25%
6.25%
5.50%
7.75%
6.00%
$
3M L + 600
3M L+700
3M L+550
1M L+525
1M L+550
—
3M L+575
1M L+550
1M L+525
1M L+625
3M L+750
3M L+450
3M L+600
3M L+500
3M L+600
3M L+450
3M L+600
3M L+550
3M L+550
1M L+700
3M L+750
1M L+550
1M L+825
1M L+550
1M L+575
3M L+550
3M L+550
3M L+575
3M L+600
3M L+550
3M L+450
3M L+600
1M L+550
3M L+750
3M L+575
1M L+525
1M L+600
1M L+450
1M L+525
3M L+525
1M L+575
1M L+625
3M L+550
3M L+450
1M L+675
1M L+500
3M L+675
3M L+500
4,988
921
14,625
6,500
6,569
3,347
7,444
13,729
5,985
13,428
4,604
2,827
7,463
5,955
12,071
14,588
9,059
7,868
9,420
14,588
2,120
12,472
16,817
5,837
8,000
7,481
13,386
3,805
13,335
5,232
9,950
14,695
3,246
7,632
5,232
13,500
11,882
12,099
4,967
4,593
2,997
5,593
12,773
9,648
9,950
4,710
14,249
7,425
409,602
$
$
4,920
912
14,481
6,378
6,518
3,313
7,336
13,674
5,873
13,335
4,560
2,805
7,360
5,819
11,934
14,499
8,890
7,803
9,420
14,479
2,107
12,273
16,729
5,581
7,852
7,338
13,272
3,778
13,202
5,140
9,775
14,602
3,217
7,526
5,181
13,397
11,758
12,003
4,891
4,558
2,884
5,537
12,643
9,515
9,853
4,676
14,056
7,360
4,913
864
14,479
6,370
6,504
3,313
7,295
13,729
5,865
13,334
4,707
2,770
7,425
5,895
12,010
14,442
8,878
7,829
9,420
14,199
1,987
12,472
16,817
5,253
7,920
7,332
13,252
3,736
13,068
5,232
9,851
14,508
3,206
7,442
5,232
13,365
11,882
12,038
4,966
4,547
2,981
5,425
12,773
9,648
9,950
4,687
14,035
7,388
405,009
11,013
—
11,013
416,023
$
$
405,232
11,013
—
11,013
416,246
(348,213 )
68,032
$
(1)
(2)
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in
the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at
the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
Valued based on PSLF’s accounting policy.
56
Below are the consolidated statements of assets and liabilities for PSLF ($ in thousands):
September 30, 2022
September 30, 2021
Assets
Investments at fair value (cost—$738,219 and $405,009, respectively)
Cash and cash equivalents (cost—$42,966 and $11,013, respectively)
Receivable for investments sold
Interest receivable
Prepaid expenses and other assets
Total assets
Liabilities
Credit facility payable
2034 Asset-backed debt, net (par—$246,000)
Notes payable to members
Payable for investments purchased
Interest payable on credit facility and asset backed debt
Distribution payable to Members
Interest payable on notes to members
Accrued expenses
Total liabilities
Commitments and contingencies (See Note 11)
Members' equity
Total liabilities and members' equity
* As of September 30, 2022 and 2021, PSLF had $0.1 million and zero unfunded commitments to fund investments, respectively.
Below are the consolidated statements of operations for PSLF ($ in thousands):
Investment income:
Interest
Other income
Total investment income
Expenses:
Interest expense on credit facility and asset-backed debt
Interest expense on notes to members
Administrative services expenses
General and administrative expenses
Total expenses
Net investment income
Realized and unrealized gain (loss) on investments:
Net realized gain on investments
Net change in unrealized appreciation (depreciation) on investments
Net realized and unrealized gain (loss) from investments
Net increase (decrease) in members' equity resulting from operations
* No management or incentive fees are payable by PSLF.
Distributions
$
$
$
$
$
730,108
42,966
3,870
2,970
1,373
781,287
257,600
243,896
145,472
37,658
4,676
4,000
2,703
820
696,825
84,462
781,287
$
2022
2021
$
37,905
246
38,151
11,023
11,692
1,171
447
24,333
13,818
376
(8,334 )
(7,958 )
5,860
$
405,233
11,013
—
1,175
—
417,421
224,000
—
106,041
12,793
1,499
2,800
1,644
612
349,389
68,032
417,421
27,489
1,803
29,292
6,284
9,533
1,172
447
17,436
11,856
545
4,880
5,425
17,281
In order to be treated as a RIC for federal income tax purposes and to not be subject to corporate-level tax on undistributed income or gains, we are required, under Subchapter M of the
Code, to annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of
our investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends
for U.S. federal income tax purposes to our stockholders in respect of each calendar year an amount at least equal to the Excise Tax Avoidance Requirement. In addition, although we may
distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in
the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, contingent on our ability to be subject to tax as a RIC, in
order to provide us with additional liquidity.
During the years ended September 30, 2022 and 2021, we declared distributions of $0.56 per share and $0.48 per share, respectively, for total distributions of $36.6 million and $32.2
million. We monitor available net income to determine if a return of capital for tax purposes may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our
distributions for any given fiscal year, stockholders will be notified of the portion of those distributions deemed to be a tax return of capital. Tax characteristics of all distributions will be reported
to stockholders subject to information reporting on Form 1099-DIV after the end of each calendar year and in our periodic reports filed with the SEC.
We intend to continue to make quarterly distributions to our stockholders. Our quarterly distributions, if any, are determined by our board of directors.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically
reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.
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 these distributions from time to time. In addition,
we may be limited in our ability to make distributions due to the asset coverage ratio for borrowings applicable to us as a BDC under the 1940 Act and/or
57
due to provisions in future credit facilities. If we do not distribute at least a certain percentage of our income annually, we could suffer adverse tax consequences, including possible loss of our
ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions at a particular level.
Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain
criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through
December 31, 2022. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the year ended September30, 2022, the effect of which was not material to
the consolidated financial statements and the notes thereto. The Company continues to evaluate the potential impact that the amendments in this update will have on its consolidated financial
statements and disclosures.
In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review
of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting
guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan
refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022.
The Company is currently evaluating the impact of the adoption of ASU 2022-02 on its consolidated financial statement and disclosures.
In June 2022, the FASB issued Accounting Standards Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820.
The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in
measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal
years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting
standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. As of September 30, 2022, our debt portfolio consisted of 94% variable-rate investments and 6% fixed-rate
investments. The variable-rate loans are usually based on a SOFR (or an alternative risk-free floating interest rate index) rate and typically have durations of three months after which they reset to
current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor. In
regards to variable-rate instruments with a floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. In
contrast, our cost of funds, to the extent it is not fixed, will fluctuate with changes in interest rates since it has no floor.
Assuming that the most recent Consolidated Statements of Assets and Liabilities was to remain constant, and no actions were taken to alter the interest rate sensitivity, the following table
shows the annualized impact of hypothetical base rate changes in interest rates:
Change in Interest Rates
Down 1%
Up 1%
Up 2%
Up 3%
Up 4%
$
$
Change in Interest Income,
Net of Interest Expense
(in thousands)
Change in Interest Income,
Net of Interest
Expense Per Share
(4,923 )
5,350
10,486
15,622
20,759
$
$
(0.08 )
0.08
0.16
0.24
0.32
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and
composition of the assets on the Consolidated Statements of Assets and Liabilities and other business developments that could affect net increase in net assets resulting from operations, or net
investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.
Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest
these funds as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment
income or net assets.
We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or our Truist Credit Facility
subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, they may
also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in
foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities or foreign currency derivatives hedging activities.
58
Item 8. Consolidated Financial Statements and Supplementary Data
Management’s Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm (PCAOB ID - 49)
Consolidated Statements of Assets and Liabilities as of September 30, 2022 and 2021
Consolidated Statements of Operations for the years ended September 30, 2022, 2021 and 2020
Consolidated Statements of Changes in Net Assets for the years ended September 30, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended September 30, 2022, 2021 and 2020
Consolidated Schedules of Investments as of September 30, 2022 and 2021
Notes to the Consolidated Financial Statements
59
Page
60
61
62
63
64
65
66
76
Management’s Report on Internal Control Over Financial Reporting
The management of PennantPark Investment Corporation (except where the context suggests otherwise, the terms “we,” “us,” “our” and “PennantPark Investment” refer to PennantPark
Investment Corporation and its Subsidiaries) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-
15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of September 30, 2022. Our internal control system is a process designed to provide
reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
PennantPark Investment’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect transactions recorded necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Our policies and procedures also
provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and the directors of PennantPark Investment, and provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of
a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of PennantPark Investment’s internal control over financial reporting as of September 30, 2022. In making this assessment, we used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 Internal Control—Integrated Framework. Based on such assessment management has determined that,
as of September 30, 2022, we do not maintain effective internal control over financial reporting due to the material weakness described below.
A material weakness was identified in our internal control over financial reporting relating to procedures to ensure the timely transmission of portfolio company financial information to
our independent valuation services providers. Although this material weakness did not result in any material misstatement of our consolidated financial statements for the periods presented, there
is a possibility they could lead to a material misstatement of account balances or disclosures. Accordingly, management has concluded that this control deficiency constitutes a material weakness.
Management believes that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of its
operations, changes in net assets and cash flows for the periods presented. We believe that the audited consolidated financial statements included in this Annual Report on Form 10-K are accurate.
We have begun the process of, and we are focused on, further enhancing effective internal control measures to improve our internal control over financial reporting and remediate this material
weakness. Our internal control remediation efforts include the following:
•
•
Enhancing existing controls to ensure the timely transmission of all relevant portfolio company financial information to our independent valuation service providers;
Enhancing policies and procedures to demonstrate a commitment to improving our overall control environment;
We believe our planned actions to enhance our processes and controls will address the material weakness, but these actions are subject to ongoing management evaluation, and we will need a
period of execution to demonstrate remediation. We are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our
internal control over financial reporting.
60
To the Stockholders and the Board of Directors of
PennantPark Investment Corporation and its Subsidiaries
Report of Independent Registered Public Accounting Firm
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of PennantPark Investment Corporation and its Subsidiaries (the Company), including the consolidated
schedules of investments, as of September 30, 2022 and 2021, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period
ended September 30, 2022, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations, changes in net assets, and cash flows for each of the three years in
the period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned
as of September 30, 2022 and 2021, by correspondence with the custodians and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Level 3 Fair Value Measurements
The fair value of the Company’s investments valued using Level 3 fair value measurements was approximately $1.16 billion as of September 30, 2022. The fair value of the Company’s financial
instruments classified as liabilities valued using Level 3 fair value measurements was approximately $376.7 million as of September 30, 2022. As discussed in Notes 2 and 5 to the consolidated
financial statements, the Company’s investment portfolio generally consists of illiquid securities, including debt and equity investments, which were acquired directly from the issuer. Such
investments include first lien secured debt, second lien secured debt, subordinated debt and equity investments. Additionally, the Company has elected to apply the fair value option to certain
financial instruments classified as liabilities. The inputs into the determination of fair value may require significant management judgment or estimation.
We identified Level 3 fair value measurements as a critical audit matter due to the subjective nature of the judgments necessary for management to select valuation techniques and the use of
significant unobservable inputs to estimate the fair value. Auditing the reasonableness of management’s selection of valuation technique and the related unobservable inputs required a high
degree of auditor judgment and increased audit effort, including the use of a valuation specialist.
The primary procedures we performed to address this critical audit matter included the following, among others:
•
•
•
We obtained an understanding of the relevant controls related to management’s valuation of Level 3 fair value measurements, including those related to valuation techniques and
significant unobservable inputs and tested such controls for design and operating effectiveness.
With the assistance of our valuation specialists, we evaluated the appropriateness of the selected valuation techniques, and any changes to selected valuation techniques from
prior periods, used for Level 3 fair value measurements. We also tested the related significant unobservable inputs by comparing these inputs to external sources.
We evaluated management’s historical ability to estimate fair value through comparison of previous estimates to the transaction price of available transactions occurring
subsequent to the previous valuation date.
/s/ RSM US LLP
We have served as the Company's auditor since 2013.
New York, New York
November 17, 2022
61
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share data)
September 30, 2022
September 30, 2021
Assets
Investments at fair value
Non-controlled, non-affiliated investments (cost—$882,513 and $729,811, respectively)
Non-controlled, affiliated investments (cost—$ 37,612 and $78,723, respectively)
Controlled, affiliated investments (cost—$381,904 and $412,586, respectively)
Total of investments (cost—$1,302,029 and $1,221,121, respectively)
Cash and cash equivalents (cost—$52,844 and $20,383, respectively)
Interest receivable
Receivable for investments sold
Distribution receivable
Prepaid expenses and other assets
Total assets
Liabilities
Distributions payable
Payable for investments purchased
Truist Credit Facility payable, at fair value (cost—$385,920 and $316,545, respectively)
(See Notes 5 and 11)
2024 Notes payable, net (par— zero and $86,250, respectively) (See Notes 5 and 11)
2026 Notes payable, net (par—$150,000) (See Notes 5 and 11)
2026-2 Notes payable, net (par—$165,000 and zero, respectively) (See Notes 5 and 11)
SBA debentures payable, net (par—$20,000 and $63,500, respectively) (See Notes 5 and 11)
Base management fee payable (See Note 3)
Incentive fee payable (See Note 3)
Interest payable on debt
Accrued other expenses
Deferred tax liability
Total liabilities
Commitments and contingencies (See Note 12)
Net assets
Common stock, 65,224,500 and 67,045,105 shares issued and outstanding, respectively
Par value $0.001 per share and 100,000,000 shares authorized
Paid-in capital in excess of par value
Accumulated deficit
Total net assets
Total liabilities and net assets
Net asset value per share
$
$
$
$
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
62
$
932,155
34,760
259,386
1,226,301
52,666
3,593
29,494
2,420
4,036
1,318,510
9,784
—
376,687
—
146,767
161,373
19,686
4,849
—
6,264
6,639
896
732,945
65
748,169
(162,669 )
585,565
1,318,510
8.98
$
$
$
820,500
50,161
384,629
1,255,290
20,357
4,958
12,793
1,694
—
1,295,092
8,045
8,407
314,813
84,503
145,865
—
62,159
4,580
575
4,943
1,058
—
634,948
67
786,993
(126,916 )
660,144
1,295,092
9.85
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
2022
Years Ended September 30,
2021
2020
$
$
46,018
8,567
4,137
Investment income:
From non-controlled, non-affiliated investments:
Interest
Payment-in-kind
Other income
From non-controlled, affiliated investments:
Interest
From controlled, affiliated investments:
Interest
Payment-in-kind
Dividend income
Other income
Total investment income
Expenses:
Base management fee (See Note 3)
Performance-based incentive fee (See Note 3)
Interest and expenses on debt (See Note 11)
Administrative services expenses (See Note 3)
Other general and administrative expenses
Expenses before Management Fees waiver, provision for taxes and financing costs
Management Fees waiver (See Note 3)
Provision for taxes on net investment income
PSLF transaction costs (Note 4)
Credit facility amendment and debt issuance costs (See Notes 5 and 11)
Net expenses
Net investment income
Realized and change in unrealized gain (loss) on investments and debt:
Net realized gain (loss) on:
Non-controlled, non-affiliated investments
Non-controlled and controlled, affiliated investments
Debt extinguishment
Provision for taxes on realized gain on investments
Deconsolidation loss (Note 4)
Net realized (loss) gain on investments
Net change in unrealized (depreciation) appreciation on:
Non-controlled, non-affiliated investments
Non-controlled and controlled, affiliated investments
Provision for taxes on net unrealized depreciation on investments
Debt (See Notes 5 and 11)
Net change in unrealized (depreciation) appreciation on investments and debt
Net realized and change in unrealized gain (loss) from investments and debt
Net (decrease) increase in net assets resulting from operations
Net (decrease) increase in net assets resulting from operations per common share (See Note 7)
Net investment income per common share
$
$
$
$
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
63
66,995
4,505
8,461
1,361
10,586
3,983
9,075
—
104,966
19,827
2,657
28,760
1,000
2,892
55,136
—
800
—
5,087
61,023
43,943
(31,382 )
75,243
(2,922 )
(6,183 )
—
34,756
(182,863 )
72,819
(896 )
7,501
(103,439 )
(68,683 )
(24,740 ) $
(0.37 ) $
$
0.66
77,453
7,233
4,822
—
3,388
7,329
—
—
100,225
18,636
4,580
32,168
2,075
2,574
60,033
(1,922 )
1,200
2,184
—
61,495
38,730
(11,577 )
—
—
—
(9,250 )
(20,827 )
7,687
(53,864 )
—
12,304
(33,873 )
(54,700 )
(15,970 )
(0.24 )
0.58
457
9,825
6,223
6,361
—
81,588
17,335
575
22,507
1,771
2,324
44,512
—
600
—
—
45,112
36,476
49,729
(19,708 )
—
—
—
30,021
50,130
67,808
—
(17,818 )
100,120
130,141
166,617
2.49
0.54
$
$
$
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(In thousands, except share and per share data)
Net increase (decrease) in net assets resulting from operations:
Net investment income
Net realized gain (loss) on investments and debt
Net deconsolidation realized loss
Net change in unrealized appreciation (depreciation) on investments
Provision for taxes on net realized gain (loss) on investments
Provision for taxes on net change innet unrealized depreciation on investments
Net change in unrealized (appreciation) depreciation on debt
Net increase (decrease) in net assets resulting from operations
Distributions to stockholders:
Distribution of net investment income
Total distributions to stockholders
Capital transactions:
Repurchase of common stock
Net increase (decrease) in net assets
Net assets:
Beginning of year
End of year
Capital share activity:
Shares of common stock repurchased
2022
Years Ended September 30,
2021
2020
$
$
43,943
40,939
—
(110,044 )
(6,183 )
(896 )
7,501
(24,740 )
(36,590 )
(36,590 )
(13,249 )
(74,579 )
$
36,476
30,021
—
117,938
—
—
(17,818 )
166,617
(32,182 )
(32,182 )
—
134,435
$
660,144
585,565
$
525,709
660,144
$
1,820,605
—
38,730
(11,577 )
(9,250 )
(46,177 )
—
—
12,304
(15,970 )
(40,227 )
(40,227 )
—
(56,197 )
581,906
525,709
—
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
64
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STEATEMENTS OF CASH FLOWS
(In thousands, except share and per share data)
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations
Adjustments to reconcile net increase (decrease) in net assets resulting from
operations to net cash provided by (used in) operating activities:
Net change in net unrealized (appreciation) depreciation on investments
Net change in unrealized depreciation on debt
Net realized (gain) loss on investments
Debt extinguishment realized loss
Deconsolidation realized loss
Net accretion of discount and amortization of premium
Purchases of investments
Payment-in-kind income
Proceeds from dispositions of investments
Amortization of deferred financing costs
(Increase)/decrease in interest receivable
(Increase)/decrease in receivables from investments sold
(Increase)/decrease in distribution receivable
(Increase)/decrease in prepaid expenses and other assets
Increase/(decrease) in payable for investments purchased
Increase/(decrease) in interest payable on debt
Increase/(decrease) in base management fee payable
Increase/(decrease) in performance-based incentive fee payable
Increase/(decrease) in deferred tax liability
Increase/(decrease) in accrued other expenses
Net cash provided by (used in) operating activities
Cash flows from financing activities:
Repurchase of common stock
Distributions paid to stockholders
Borrowings under SBA debentures
Repayments of SBA debentures
Net proceeds from 2024 Notes issuance
Net repayments of the 2024 Notes
Net proceeds from 2026 Notes issuance
Net proceeds from 2026-2 Notes issuance
Borrowings under BNP Credit Facility
Repayments under BNP Credit Facility
Borrowings under Truist Credit Facility
Repayments under Truist Credit Facility
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Effect of exchange rate changes on cash
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental disclosures:
Interest paid
Taxes paid
Non-cash exchanges and conversions
(1)
2022
Years Ended September 30,
2021
2020
$
(24,740 ) $
166,617
$
(15,970 )
110,044
(7,501 )
(43,861 )
2,922
—
(5,505 )
(933,780 )
(9,218 )
911,643
1,965
1,365
(16,701 )
(726 )
(4,394 )
(8,407 )
1,321
269
(575 )
896
5,581
(19,402 )
(13,249 )
(34,852 )
—
(43,500 )
—
(86,250 )
—
160,519
—
—
860,841
(791,466 )
52,043
32,641
(332 )
20,357
52,666
$
5,455
25,473
$
$
(99,833 ) $
(117,937 )
17,818
(30,021 )
—
—
(3,525 )
(441,365 )
(15,210 )
434,473
2,452
47
(12,793 )
(300 )
376
2,946
2,920
211
575
—
624
7,908
—
(32,182 )
—
(55,000 )
—
—
145,465
—
—
—
310,312
(382,019 )
(13,424 )
(5,516 )
67
25,806
20,357
$
17,135
984
16,516
$
$
$
46,177
(12,304 )
11,577
—
9,250
(2,592 )
(319,308 )
(14,549 )
162,693
1,857
1,221
—
(1,394 )
(436 )
5,462
(873 )
(272 )
—
—
(137 )
(129,598 )
—
(44,250 )
—
(31,500 )
10,913
—
—
—
90,000
(16,000 )
331,000
(244,384 )
95,779
(33,819 )
109
59,516
25,806
31,183
1,049
108,812
$
$
$
$
(1)
In addition to the “Non-cash exchanges and conversions” reported above, on July 31, 2020 we and Pantheon formed PSLF, an unconsolidated joint venture. Pursuant to the terms of the transaction, Pantheon invested $35.0 million to
acquire a 28% stake in PSLF, of which $12.5 million was paid to the Company and is included in “Proceeds from dispositions of investments” on the Statement of Cash Flows. We contributed our formerly wholly-owned subsidiary,
Funding I, to PSLF in exchange for a 72% stake in the joint venture which was valued at $96.2 million ($63.0 million of PSLF member notes and 72% of PSLF’s members’ equity). As a result of this non-cash transaction, Funding I
was deconsolidated from PennantPark Investment’s financial statements, including Funding I’s portfolio of senior loans valued at $356.1 million as of July 31, 2020.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
65
(1), (2)
Issuer Name
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—
159.2% of Net Assets
First Lien Secured Debt—100.5% of Net Assets
Ad.net Acquisition, LLC (Revolver)
Altamira Technologies, LLC (Revolver)
Altamira Technologies, LLC (Revolver)
American Insulated Glass, LLC
Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver)
(7)
(7)
(7)
Any Hour Services
Any Hour Services (Revolver)
(7)
Apex Service Partners, LLC
Apex Service Partners, LLC Term Loan C
Apex Service Partners, LLC (Revolver)
(7)
(7)
(7)
(7)
(7)
Apex Service Partners, LLC (Revolver)
Applied Technical Services, LLC
Applied Technical Services, LLC
Applied Technical Services, LLC (Revolver)
Applied Technical Services, LLC (Revolver)
Arcfield Acquisition Corp. (Revolver)
Berwick Industrial Park
Beta Plus Technologies, Inc.
Blackhawk Industrial Distribution, Inc.
Blackhawk Industrial Distribution, Inc.
Blackhawk Industrial Distribution, Inc. (Revolver)
Blackhawk Industrial Distribution, Inc. (Revolver)
Broder Bros., Co.
Cartessa Aesthetics, LLC
Cartessa Aesthetics, LLC - (Revolver)
Cartessa Aesthetics, LLC - (Revolver)
CF512, Inc.
CF512, Inc.(Revolver)
Compex Legal Services, Inc.
Compex Legal Services, Inc. (Revolver)
Compex Legal Services, Inc. (Revolver)
Connatix Buyer, Inc.
Connatix Buyer, Inc. (Revolver)
(7)
(7)
(7)
(7)
(7)
(7)
Crane 1 Services, Inc.
Crane 1 Services, Inc. (Revolver)
Crane 1 Services, Inc. (Revolver)
DermaRite Industries LLC
(7)
Dr. Squatch, LLC
Dr. Squatch, LLC
(7)
Dr. Squatch, LLC (Revolver)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
Dr. Squatch, LLC (Revolver)
DRS Holdings III, Inc. (Revolver)
ECL Entertainment, LLC
ECM Industries, LLC (Revolver)
ECM Industries, LLC (Revolver)
Exigo Intermediate II, LLC
Exigo Intermediate II, LLC
Exigo Intermediate II, LLC (Revolver)
Exigo Intermediate II, LLC (Revolver)
Fairbanks Morse Defense
Gantech Acquisition Corp.
Gantech Acquisition Corp. (Revolver)
Gantech Acquisition Corp. (Revolver)
(7)
Graffiti Buyer, Inc.
Graffiti Buyer, Inc. (Revolver)
Graffiti Buyer, Inc. (Revolver)
Hancock Roofing and Construction L.L.C.
Hancock Roofing and Construction L.L.C.
Hancock Roofing and Construction L.L.C. (Revolver)
Holdco Sands Intermediate, LLC
Holdco Sands Intermediate, LLC (Revolver)
HV Watterson Holdings, LLC
HV Watterson Holdings, LLC
HV Watterson Holdings, LLC - (Revolver)
HV Watterson Holdings, LLC - (Revolver)
HW Holdco, LLC
HW Holdco, LLC
HW Holdco, LLC (Revolver)
Icon Partners III, LP
IDC Infusion Services, Inc.
IDC Infusion Services, Inc. (Revolver)
IG Investments Holdings, LLC (Revolver)
Imagine Acquisitionco, LLC
Imagine Acquisitionco, LLC (Revolver)
Inception Fertility Ventures, LLC
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2022
(In thousands, except share data)
Maturity /
Expiration
Industry
Current
Coupon
Basis Point
Spread Above
Index
(4)
Par /
Shares
Cost
Fair Value
(3)
05/06/2026
07/24/2025
07/24/2025
12/21/2023
05/23/2024
07/21/2027
07/21/2027
07/31/2025
07/31/2025
07/31/2025
07/31/2025
12/29/2026
04/21/2023
12/29/2026
12/29/2026
03/07/2028
04/28/2023
07/01/2029
09/17/2024
09/17/2024
09/17/2024
09/17/2024
12/02/2022
05/13/2028
05/13/2028
05/13/2028
08/20/2026
08/20/2026
02/09/2026
02/07/2025
02/07/2025
01/13/2023
07/13/2027
08/16/2027
08/16/2027
08/16/2027
06/30/2023
08/31/2027
08/27/2026
08/31/2027
08/31/2027
11/03/2025
05/01/2028
12/23/2025
12/23/2025
03/15/2027
03/15/2024
03/15/2027
03/15/2027
06/17/2028
05/14/2026
05/14/2026
05/14/2026
08/10/2023
08/10/2027
08/10/2027
12/31/2022
12/31/2026
12/31/2026
11/23/2028
11/23/2027
12/17/2026
12/17/2026
12/17/2026
12/17/2026
12/10/2024
12/10/2024
12/10/2024
05/11/2028
12/30/2026
12/30/2026
09/22/2027
11/15/2027
11/15/2027
12/07/2023
Media
Aerospace and Defense
Aerospace and Defense
Building Materials
Media
Personal, Food and Miscellaneous
Services
Personal, Food and Miscellaneous
Services
Personal, Food and Miscellaneous
Services
Personal, Food and Miscellaneous
Services
Personal, Food and Miscellaneous
Services
Personal, Food and Miscellaneous
Services
Environmental Services
Environmental Services
Environmental Services
Environmental Services
Aerospace and Defense
Buildings and Real Estate
Business Services
Distribution
Distribution
Distribution
Distribution
Consumer Products
Distribution
Distribution
Distribution
Media
Media
Business Services
Business Services
Business Services
Media
Media
Personal, Food and Miscellaneous
Services
Personal, Food and Miscellaneous
Services
Personal, Food and Miscellaneous
Services
Manufacturing / Basic Industries
Personal and Non-Durable Consumer
Products
Personal and Non-Durable Consumer
Products
Personal and Non-Durable Consumer
Products
Personal and Non-Durable Consumer
Products
Consumer Products
Hotels, Motels, Inns and Gaming
Electronics
Electronics
Business Services
Business Services
Business Services
Business Services
Aerospace and Defense
Business Services
Business Services
Business Services
Distribution
Distribution
Distribution
Insurance
Insurance
Insurance
Aerospace and Defense
Aerospace and Defense
Business Services
Business Services
Business Services
Business Services
Media
Media
Media
Auto Sector
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Business Services
Business Services
Business Services
Healthcare, Education and Childcare
—
11.67 %
—
7.79 %
—
—
3M L+800
—
3M L+550
—
8.15 %
3M L+525
—
—
7.60 %
1M L+550
9.08 %
1M L+550
6.72 %
3M L+525
—
7.59 %
—
10.25 %
—
—
11.00 %
7.56 %
8.69 %
—
8.69 %
—
7.39 %
9.55 %
9.55 %
—
9.30 %
—
7.48 %
8.92 %
—
—
—
—
3M L+575
—
3M P+475
—
—
—
SOFR+525
3M L+500
—
3M L+500
—
3M L+600
1M L+600
1M L+600
—
3M L+600
—
3M L+525
3M L+525
—
—
—
$
444
50
138
3,329
1,612
4,120
1,147
1,331
1,893
62
870
1,402
1,595
200
800
2,263
4,000
5,000
1,175
4,043
686
2,746
10,096
39,401
1,265
2,297
6,720
909
853
361
295
3,158
1,859
8.40 %
3M L+575
2,606
8.87 %
1M L+575
—
10.67 %
—
1M L+700
194
97
8,755
$
—
50
—
3,310
—
4,086
—
1,331
1,873
62
—
1,388
—
200
—
—
3,953
4,904
1,160
—
686
—
10,096
38,644
1,265
—
6,630
—
843
361
—
—
—
2,577
194
—
8,734
(3 )
48
(5 )
3,329
—
4,038
(23 )
1,324
1,883
62
(4 )
1,367
(22 )
195
(20 )
(45 )
3,934
4,900
1,149
(51 )
667
(77 )
10,096
38,810
1,246
(34 )
6,619
(14 )
853
361
—
(47 )
(46 )
2,580
192
(1 )
7,030
9.17 %
3M L+600
12,930
12,742
12,736
—
—
8.95 %
1M L+600
—
—
10.62 %
7.93 %
—
8.87 %
—
8.87 %
—
7.00 %
9.37 %
9.37 %
—
—
9.16 %
—
—
7.82 %
—
10.17 %
—
9.67 %
—
9.63 %
—
6.00 %
—
—
7.55 %
10.70 %
—
—
—
—
10.18 %
—
—
1M L+750
3M L+475
—
3M L+575
—
3M L+575
—
3M L+475
1M L+625
1M L+625
—
—
3M L+575
—
—
1M L+500
—
3M L+600
—
1M L+600
—
3M L+600
—
3M L+500
—
—
3M L+475
3M L+600
—
—
—
—
3M L+715
2,000
775
1,551
1,783
19,156
291
226
24,875
7,424
371
1,485
738
16,809
132
1,858
892
372
397
400
270
480
1,918
3,941
281
2,219
200
1,050
10,188
3,049
3,387
995
3,685
4,167
477
2,341
1,685
20,506
—
775
—
—
19,019
291
—
24,532
—
371
—
735
16,548
133
—
—
372
—
—
270
—
1,883
—
279
—
200
—
10,077
—
—
834
3,576
—
—
—
—
20,239
(10 )
764
(23 )
(57 )
18,869
277
(11 )
24,315
(111 )
363
(33 )
682
16,305
129
(56 )
(20 )
357
(16 )
(6 )
266
(7 )
1,879
(79 )
271
(61 )
193
(37 )
10,061
(8 )
(42 )
727
3,574
(187 )
(5 )
(35 )
(42 )
20,301
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
66
(7)
Issuer Name
Infolinks Media Buyco, LLC
Integrity Marketing Acquisition, LLC
ITI Holdings, Inc.
ITI Holdings, Inc. (Revolver)
ITI Holdings, Inc. (Revolver)
K2 Pure Solutions NoCal, L.P.
K2 Pure Solutions NoCal, L.P. (Revolver)
Kinetic Purchaser, LLC
Kinetic Purchaser, LLC (Revolver)
Lash OpCo, LLC
Lash OpCo, LLC (Revolver)
Lash OpCo, LLC (Revolver)
(7)
(7)
(7)
LAV Gear Holdings, Inc.
(7)
(7)
(7)
(7)
(7)
(7)
(7)
Ledge Lounger, Inc.
Ledge Lounger, Inc. (Revolver)
Lightspeed Buyer Inc.
Lightspeed Buyer Inc. (Revolver)
Lightspeed Buyer Inc. (Revolver)
Limerick Town Cener, LLC
LSF9 Atlantis Holdings, LLC
Mars Acquisition Holdings Corp. (Revolver)
MBS Holdings, Inc. (Revolver)
MDI Buyer, Inc.
MDI Buyer, Inc. Term Loan
MDI Buyer, Inc. (Revolver)
Meadowlark Acquirer, LLC
Meadowlark Acquirer, LLC Term Loan I
Meadowlark Acquirer, LLC Term Loan II
(7)
Meadowlark Acquirer, LLC (Revolver)
Municipal Emergency Services, Inc.
Municipal Emergency Services, Inc.
Municipal Emergency Services, Inc. (Revolver)
Municipal Emergency Services, Inc. (Revolver)
NBH Group LLC (Revolver)
Neptune Flood Incorporated
OIS Management Services, LLC (Revolver)
One Stop Mailing, LLC
ORL Acquisition, Inc.
ORL Acquisition, Inc. (Revolver)
Ox Two, LLC
Ox Two, LLC (Revolver)
Ox Two, LLC (Revolver)
PL Acquisitionco, LLC (Revolver)
PRA Events, Inc.
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
PRA Events, Inc. (Revolver)
Pragmatic Institute, LLC
Pragmatic Institute, LLC Term Loan
Pragmatic Institute, LL (Revolver)
Pragmatic Institute, LL (Revolver)
Quantic Electronics, LLC
Quantic Electronics, LLC (Revolver)
Quantic Electronics, LLC (Revolver)
Questex, LLC
Questex, LLC (Revolver)
Radius Aerospace, Inc. (Revolver)
Radius Aerospace, Inc. (Revolver)
Rancho Health MSO, Inc.
Rancho Health MSO, Inc. (Revolver)
Reception Purchaser, LLC
Recteq, LLC (Revolver)
Recteq, LLC (Revolver)
Research Now Group, Inc. and Dynata, LLC
Riverpoint Medical, LLC (Revolver)
Riverside Assessments, LLC
Sales Benchmark Index LLC (Revolver)
Sargent & Greenleaf Inc. (Revolver)
Sargent & Greenleaf Inc. (Revolver)
Schlesinger Global, Inc.
Schlesinger Global, Inc. (Revolver)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
Schlesinger Global, Inc. (Revolver)
Seaway Buyer, LLC
Seaway Buyer, LLC (Revolver)
Shiftkey, LLC
(7)
(7)
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2022
(In thousands, except share data)
Maturity /
Expiration
11/01/2023
08/27/2025
03/03/2028
03/03/2028
03/03/2028
12/20/2023
12/20/2023
11/10/2027
11/10/2026
02/18/2027
08/16/2026
08/16/2026
10/31/2024
11/09/2026
11/09/2026
02/03/2026
02/03/2026
02/03/2026
09/27/2023
03/31/2029
05/14/2026
04/16/2027
07/25/2028
07/25/2028
07/25/2028
12/10/2027
12/10/2027
12/10/2027
12/10/2027
09/28/2027
09/28/2027
09/28/2027
09/28/2027
08/19/2026
10/14/2026
07/09/2026
05/07/2027
09/03/2027
09/03/2027
05/18/2026
05/18/2026
05/18/2026
11/09/2027
08/07/2025
08/07/2025
07/06/2028
07/06/2028
07/06/2028
07/06/2028
11/19/2026
11/19/2026
11/19/2026
09/09/2024
09/09/2024
03/31/2025
03/31/2025
12/18/2025
12/18/2025
02/28/2028
01/29/2026
01/29/2026
12/20/2024
06/20/2025
03/10/2025
01/03/2025
12/20/2024
12/20/2024
07/14/2025
07/14/2025
07/14/2025
06/13/2029
06/13/2029
06/21/2027
Industry
Media
Insurance
Business Services
Business Services
Business Services
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Consumer Products
Consumer Products
Consumer Products
Consumer Products
Consumer Products
Leisure, Amusement, Motion Pictures,
Entertainment
Consumer Products
Consumer Products
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Real Estate
Retail
Media
Telecommunications
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Business Services
Business Services
Business Services
Business Services
Distribution
Distribution
Distribution
Distribution
Healthcare, Education and Childcare
Financial Services
Healthcare, Education and Childcare
Cargo Transport
Business Services
Business Services
Building Materials
Building Materials
Building Materials
Retail
Business Services
Business Services
Business Services
Business Services
Business Services
Business Services
Aerospace and Defense
Aerospace and Defense
Aerospace and Defense
Media
Media
Aerospace and Defense
Aerospace and Defense
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Transportation
Consumer Products
Consumer Products
Business Services
Healthcare, Education and Childcare
Education
Business Services
Electronics
Electronics
Business Services
Business Services
Business Services
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Business Services
Current
Coupon
Basis Point
Spread Above
Index
(4)
Par /
Shares
Cost
Fair Value
(3)
—
7.83 %
8.67 %
8.25 %
—
11.12 %
—
9.67 %
9.67 %
11.78 %
9.38 %
—
—
3M L+550
3M L+550
3M L+550
—
1M L+800
—
3M L+600
3M L+600
1M L+700
1M L+700
—
$
2,372
9,930
8,927
298
1,192
11,678
1,938
24,341
4,854
2,828
568
1,252
9.95 %
1M L+750
2,061
(PIK 5.50%)
9.92 %
—
8.87 %
8.87 %
—
12.50 %
9.37 %
—
—
8.98 %
—
—
9.17 %
—
—
—
8.67 %
—
7.25 %
—
—
7.10 %
—
8.77 %
8.92 %
—
9.81 %
9.81 %
—
—
14.17 %
(PIK 10.5%)
—
9.30 %
—
9.30 %
—
8.00 %
9.51 %
—
7.45 %
—
8.28 %
—
—
—
9.13 %
9.92 %
—
8.84 %
—
8.97 %
—
8.28 %
—
11.11 %
9.09 %
(PIK 0.5%)
—
9.70 %
—
9.56 %
3M L+625
—
1M L+575
1M L+575
—
—
SOFR+725
—
—
3M L+600
—
—
3M L+550
—
—
—
3M L+500
—
3M L+500
—
—
1M L+525
—
3M L+625
3M L+525
—
1M L+700
3M L+700
—
—
3M L+1,050
3M L+1,050
3M L+575
—
3M L+575
—
1M L+625
3M L+600
—
3M L+500
—
3M L+575
—
—
—
SOFR+600
1M L+600
—
3M L+550
—
3M L+625
—
3M L+550
—
3M L+700
3M L+600
—
1M L+575
—
1M L+575
9,177
1,933
2,220
505
661
3,000
6,000
806
694
14,400
5,196
2,227
1,320
1,676
8,922
1,685
703
1,175
282
1,598
1,163
4,379
333
7,008
4,454
597
15,391
1,774
645
3,236
24,907
2,000
35,340
7,193
959
3,836
679
211
317
21,600
3,590
891
1,336
1,050
525
5,970
313
814
126
364
12,906
732
593
5
4,689
30
8
4,800
3,126
17,955
$
—
9,876
8,784
298
—
11,629
—
23,807
4,854
2,774
568
—
2,036
9,021
—
2,205
505
—
2,970
5,772
—
—
14,117
—
—
1,307
—
—
—
697
—
282
—
—
4,352
—
6,889
4,378
—
15,189
1,774
—
—
21,694
—
34,826
—
959
—
673
211
—
21,436
—
891
—
—
—
5,885
313
—
126
—
12,705
—
593
-
4,636
30
—
4,730
—
17,784
24
9,831
8,749
292
(24 )
11,678
—
23,855
4,757
2,771
556
(25 )
2,013
9,040
(29 )
2,148
489
(21 )
2,970
5,685
(4 )
(7 )
14,112
(52 )
(22 )
1,307
—
—
(17 )
663
(56 )
266
(93 )
—
4,423
—
6,798
4,454
—
15,083
1,739
(13 )
(81 )
24,907
—
34,987
—
949
(38 )
666
207
(6 )
21,168
(72 )
877
(20 )
—
—
5,701
302
(28 )
113
(9 )
12,648
(7 )
587
-
4,571
30
—
4,728
(47 )
17,722
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
67
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2022
(In thousands, except share data)
(f/k/a Management
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
Issuer Name
Sigma Defense Systems, LLC
Sigma Defense Systems, LLC (Revolver)
Sigma Defense Systems, LLC (Revolver)
Signature Systems Holding Company (Revolver)
Solutionreach, Inc. (Revolver)
Spear Education, LLC
Spendmend Holdings LLC
Spendmend Holdings LLC
Spendmend Holdings LLC - Funded Revolver
Spendmend Holdings LLC - Unfunded Revolver
System Planning and Analysis, Inc. - (Revolver)
Consulting & Research, LLC)
The Bluebird Group LLC
The Bluebird Group LLC (Revolver)
The Vertex Companies, LLC
The Vertex Companies, LLC
The Vertex Companies, LLC (Revolver)
The Vertex Companies, LLC (Revolver)
TVC Enterprises, LLC
TVC Enterprises, LLC (Revolver)
TWS Acquisition Corporation
TWS Acquisition Corporation (Revolver)
Tyto Athene, LLC (Revolver)
Unique Indoor Comfort, LLC
Unique Indoor Comfort, LLC
Unique Indoor Comfort, LLC (Revolver)
Walker Edison Furniture Company LLC
Wildcat Buyerco, Inc.
Wildcat Buyerco, Inc. (Revolver)
Zips Car Wash, LLC
Total First Lien Secured Debt
Second Lien Secured Debt—22.2% of Net Assets
Atlas Purchaser, Inc
Best Practice Associates LLC
Burgess Point Purchaser Corporation
Data Axle, Inc.
ENC Parent Corporation
Halo Buyer, Inc.
Inventus Power, Inc.
QuantiTech LLC
VT Topco, Inc.
Total Second Lien Secured Debt
Subordinated Debt/Corporate Notes—9.1% of Net Assets
Express Wash Acquisition Company, LLC
Flock Financial, LLC
Total Subordinated Debt/Corporate Notes
Preferred Equity/Partnership Interests—1.3% of Net Assets
Ad.net Holdings, Inc.
AH Newco Equityholdings, LLC
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP)
Imagine Topco, LP
Mars Intermediate Holdings II, Inc
NXOF Holdings, Inc. (Tyto Athene, LLC)
ORL Holdco, Inc.
Signature CR Intermediate Holdco, Inc.
TPC Holding Company, LP
TWD Parent Holdings, LLC
(8),(11)
(9)
(7)
(9)
(9)
(6)
(The Vertex Companies, LLC)
Total Preferred Equity/Partnership Interests
Common Equity/Partnership Interests/Warrants—26.2% of Net Assets
(6)
(9)
(9)
(7), (9)
Ad.net Holdings, Inc.
Affinion Group Holdings, Inc. (Warrants)
AG Investco LP
AG Investco LP
Altamira Intermediate Company II, Inc.
AMCSI Crash Co-Invest, LP
AMCSI Crash Co-Invest, LP
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP)
Athletico Holdings, LLC
Atlas Investment Aggregator, LLC
Burgess Point Holdings, LP
Cartessa Aesthetics, LLC
CI (Allied) Investment Holdings, LLC
(7)
(9)
(9)
(9)
(PRA Events, Inc.)
Connatix Parent, LLC
Cowboy Parent LLC
(Blackhawk Industrial Distribution, Inc.)
Maturity /
Expiration
12/18/2025
12/18/2025
12/18/2025
05/03/2024
01/17/2024
02/26/2025
03/01/2028
03/01/2023
03/01/2028
03/01/2028
08/16/2027
07/27/2026
07/27/2026
08/30/2027
08/30/2027
08/30/2027
08/30/2027
03/26/2026
03/26/2026
06/16/2025
06/16/2025
04/01/2026
05/24/2027
05/24/2027
05/24/2027
03/31/2027
02/27/2026
02/27/2026
03/01/2024
05/07/2029
06/29/2027
07/28/2030
04/03/2024
08/19/2029
07/06/2026
09/29/2024
02/04/2027
08/17/2026
01/15/2029
05/26/2027
04/10/2024
Industry
Telecommunications
Telecommunications
Telecommunications
Chemicals, Plastics and Rubber
Communications
Education
Business Services
Business Services
Business Services
Business Services
Aerospace and Defense
Business Services
Business Services
Business Services
Business Services
Business Services
Business Services
Transportation
Transportation
Education
Education
Aerospace and Defense
Home and Office Furnishings
Home and Office Furnishings
Home and Office Furnishings
Home and Office Furnishings
Electronics
Electronics
Auto Sector
Telecommunications
Aerospace and Defense
Auto Sector
Other Media
Business Services
Consumer Products
Electronics
Aerospace and Defense
Business Services
Auto Sector
Financial Services
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Media
Healthcare, Education and Childcare
Media
Business Services
Media
Aerospace and Defense
Business Services
Chemicals, Plastics and Rubber
Food
Business Services
Media
Consumer Products
Business Services
Business Services
Aerospace and Defense
Auto Sector
Auto Sector
Media
Healthcare, Education and Childcare
Telecommunications
Auto Sector
Distribution
Business Services
Media
Distribution
Current
Coupon
12.17 %
12.17 %
—
—
—
9.42 %
8.63 %
—
8.63 %
—
—
10.67 %
—
8.18 %
—
8.26 %
—
8.87 %
—
8.76 %
—
—
8.95 %
—
—
12.42 %
9.09 %
—
10.13 %
11.19 %
12.67 %
12.16 %
12.92 %
11.17 %
11.37 %
12.17 %
12.68 %
9.87 %
15.31 %
12.50 %
—
6.00 %
—
8.00 %
—
—
—
12.00 %
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Basis Point
Spread Above
Index
(4)
1M L+850
1M L+850
—
—
—
3M L+575
1M L+575
—
3M L+575
—
—
3M L+700
—
3M L+550
—
3M L+550
—
1M L+600
—
1M L+625
—
—
1M L+525
—
—
3M L+875
3M L+575
—
3M L+725
3M L+900
3M L+900
3M L+900
3M L+925
3M L+750
1M L+825
3M L+850
3M L+1,000
3M L+675
3M L+1,150
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Par /
Shares
Cost
Fair Value
(3)
$
31,680
1,131
1,845
2,016
1,665
12,018
9,705
2,784
187
1,215
2,925
4,884
734
1,754
466
148
592
12,864
1,370
1,143
1,644
364
27,233
16,140
3,000
25,368
3,831
574
2,627
17,000
17,825
8,000
20,400
7,500
32,500
16,593
150
15,000
21,000
34,000
2,400
211
1,135
743,826
414
160
575
1,527
219
30
2,667
77,190
805,164
194,836
125,000
2,419,200
580,800
1,135
9,357
1,700,000
680
3,562,500
120,962
57,416
26,360
$
31,004
1,131
—
—
—
11,947
9,581
—
187
—
—
4,796
—
1,737
—
148
—
12,626
—
1,143
—
—
26,904
—
—
24,881
3,771
—
2,608
599,263
16,551
17,506
7,752
20,288
7,432
32,164
16,387
148
14,932
133,160
20,278
33,190
53,468
240
500
1,135
744
414
160
57
1,527
219
30
5,026
27
2,126
805
—
125
2,419
—
—
10,000
1,700
680
3,563
1,243
632
2,782
31,047
1,108
(37 )
(15 )
(40 )
12,018
9,433
(57 )
182
(34 )
(47 )
4,933
7
1,745
2
147
(3 )
12,543
(34 )
1,137
(8 )
(26 )
26,634
(194 )
(66 )
16,946
3,716
(41 )
2,562
588,267
14,909
17,290
7,680
20,196
7,125
31,769
16,344
148
14,475
129,936
20,359
32,895
53,254
267
2,127
1,427
704
484
227
62
1,932
62
33
7,325
35
—
1,127
—
79
2,470
—
270
9,516
1,219
690
3,716
1,651
689
4,011
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
68
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2022
(In thousands, except share data)
Issuer Name
Crane 1 Acquisition Parent Holdings, L.P.
Delta InvestCo LP
(Sigma Defense Systems, LLC)
(9)
Delta InvestCo LP
(7)
(Sigma Defense Systems, LLC)
(7), (9)
Maturity /
Expiration
(11)
(9)
(9)
(9)
ECM Investors, LLC
eCommission Holding Corporation
Exigo, LLC
Express Wash Topco, LLC
FedHC InvestCo LP
FedHC InvestCo LP
FedHC InvestCo II LP
Gauge Lash Coinvest LLC
Gauge Schlesinger Coinvest, LLC
Gauge TVC Coinvest, LLC
(TVC Enterprises, LLC)
(7),(9)
(9)
GCOM InvestCo LP
Go Dawgs Capital III, LP
(9)
(American Insulated Glass, LLC)
Green Veracity Holdings, LP - Class A
(9)
(VT Topco, Inc.)
(9)
Hancock Claims Consultants Investors, LLC
HV Watterson Holdings, LLC
Icon Partners V C, L.P.
Icon Partners V C, L.P.
Imagine Topco, LP
Infogroup Parent Holdings, Inc.
(7),(9)
(Data Axle, Inc.)
Ironclad Holdco, LLC
(Applied Technical Services, LLC)
(9)
ITC Infusion Co-invest, LP
ITC Rumba, LLC
(Cano Health, LLC)
JWC-WE Holdings, L.P.
(9)
(Walker Edison Furniture Company LLC)
(9)
Kentucky Racing Holdco, LLC (Warrants)
Kinetic Purchaser, LLC
KL Stockton Co-Invest LP
(Any Hour Services)
(9)
(9)
Lariat ecoserv Co-Invest Holdings, LLC
Lightspeed Investment Holdco LLC
Mars Intermidiate Holdings II, Inc.
MDI Aggregator, LP
Meadowlark Title, LLC
Municipal Emergency Services, Inc.
NEPRT Parent Holdings, LLC
(9)
(9)
(Recteq, LLC)
(9)
North Haven Saints Equity Holdings, LP
NXOF Holdings, Inc.
(Tyto Athene, LLC)
OceanSound Discovery Equity, LP
(Holdco Sands Intermediate, LLC)
(9)
(9)
(7),(9)
OHCP V BC COI, L.P.
OHCP V BC COI, L.P.
Oral Surgery (ITC) Holdings, LLC
ORL Holdco, Inc.
PennantPark-TSO Senior Loan Fund II, LP
Pink Lily Holdco, LLC
Pragmatic Institute, LLC
QuantiTech InvestCo LP
QuantiTech InvestCo LP
QuantiTech InvestCo II LP
RFMG Parent, LP
(7),(9)
(9)
(9)
(9)
(Rancho Health MSO, Inc.)
SBI Holdings Investments LLC
(Sales Benchmark Index LLC)
Seaway Topco, LP
Signature CR Intermediate Holdco, Inc.
SP L2 Holdings, LLC
SSC Dominion Holdings, LLC
Class A (US Dominion, Inc.)
SSC Dominion Holdings, LLC
Class B (US Dominion, Inc.)
StellPen Holdings, LLC
(CF512, Inc.)
TAC LifePort Holdings, LLC
(9)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Industry
Personal, Food and Miscellaneous
Services
Telecommunications
Telecommunications
Electronics
Financial Services
Business Services
Auto Sector
Aerospace and Defense
Aerospace and Defense
Aerospace and Defense
Consumer Products
Business Services
Transportation
Business Services
Building Materials
Business Services
Insurance
Business Services
Business Services
Business Services
Business Services
Other Media
Environmental Services
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Home and Office Furnishings
Hotels, Motels, Inns and Gaming
Consumer Products
Personal, Food and Miscellaneous
Services
Environmental Services
Healthcare, Education and Childcare
Media
Chemicals, Plastics and Rubber
Business Services
Distribution
Consumer Products
Business Services
Aerospace and Defense
Aerospace and Defense
Distribution
Distribution
Healthcare, Education and Childcare
Business Services
Financial Services
Retail
Business Services
Aerospace and Defense
Aerospace and Defense
Aerospace and Defense
Healthcare, Education and Childcare
Business Services
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Consumer Products
Electronics
Electronics
Media
Aerospace and Defense
Current
Coupon
Basis Point
Spread Above
Index
(4)
Par /
Shares
Cost
Fair Value
(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
113
698,889
$
442,155
167,537
80
1,458,333
658,000
14,186
6,384
20,357
889,376
9
810,645
2,434
675,325
15,000
450,000
1,600,000
1,111,111
388,889
743,826
181,495
4,566
113,839
375,675
2,688
161,252
1,308,814
382,353
363,656
273,143
414
1,925,990
815,385
3,920,145
1,299
351,553
3,261
98,286
446,250
303,750
2,904
638
15,038,871
1,044
1,918,047
712
955
40
1,050,000
36,585
2,981
80
881,966
1,500
1,500
153,846
232,558
$
104
684
—
37
1,005
1,458
3,290
478
—
2,290
137
9
—
1,003
675
1,500
450
1,600
1,111
—
—
2,040
450
1,138
8
783
—
1,309
382
180
273
—
1,930
815
3,984
1,261
352
3
979
446
—
63
6
15,039
1,044
1,918
68
—
25
1,050
366
2,981
80
882
1,500
—
154
233
122
1,425
—
358
1,391
1,288
3,369
1,441
—
2,253
4,208
10
3,229
587
783
5,700
477
1,387
1,194
—
—
3,270
592
1,199
42,031
—
1,774
1,854
643
1,376
373
126
1,926
897
2,990
243
373
68
1,651
382
(44 )
173
113
15,571
550
1,918
352
—
24
1,090
359
2,981
—
913
2,041
4,389
152
296
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
69
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2022
(In thousands, except share data)
Current
Coupon
Basis Point
Spread Above
Index
(4)
Par /
Shares
Cost
Fair Value
(3)
—
—
—
—
—
—
—
—
—
—
—
—
Industry
Media
Media
Food
Business Services
Oil and Gas
Business Services
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Electronics
Environmental Services
Environmental Services
Distribution
(1), (2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
531,293
364,151
11,527
608
60,057
400
3,762,257
237,743
2,314
$
511
—
12
1
3,022
382
3,762
—
231
896
—
—
—
304
454
3,762
—
616
91,596
882,513
153,373
932,155
—
5,887,236
—
—
7,444,347
19,687
03/13/2024
04/23/2025
07/31/2027
Healthcare, Education and Childcare
8.67 %
3M L+700 £
38,250
Printing and Publishing
—
—
12,846
Financial Services
10.79 %
3M L+800
88,011
—
—
—
—
Healthcare, Education and Childcare
Printing and Publishing
Financial Services
Energy and Utilities
—
—
—
—
—
—
—
—
£
950
51,151
49,298,789
180,805
32,791
32,791
2,852
1,969
4,821
37,612
52,792
52,792
12,383
12,383
88,011
88,011
132
16,516
49,362
162,708
228,718
381,904
1,302,029
39,122
13,722
52,844
1,354,873
$
$
32,791
32,791
—
1,969
1,969
34,760
42,698
42,698
—
—
88,011
88,011
3,297
—
51,098
74,282
128,677
259,386
1,226,301
39,122
13,544
52,666
1,278,967
(693,402 )
585,565
$
Maturity /
Expiration
Issuer Name
Tower Arch Infolinks Media, LP
Tower Arch Infolinks Media, LP
(8). (11)
TPC Holding Company, LP
TWD Parent Holdings, LLC
(9)
(7), (9)
(The Vertex Companies, LLC)
U.S. Well Services, Inc. - Class A
UniVista Insurance
WCP Ivyrehab QP CF Feeder, LP
WCP Ivyrehab QP CF Feeder, LP - Unfunded
Wildcat Parent, LP
(5), (11)
(9)
(7)
(Wildcat Buyerco, Inc.)
(6)
(6)
(9)
(1), (2)
(8), (10), (11)
Total Common Equity/Partnership Interests/Warrants
Total Investments in Non-Controlled, Non-Affiliated Portfolio
Companies
Investments in Non-Controlled, Affiliated Portfolio Companies—5.9% of Net Assets
Preferred Equity/Partnership Interests—5.6% of Net Assets
Cascade Environmental Holdings, LLC
Total Preferred Equity/Partnership Interests
Common Equity/Partnership Interests/Warrants—0.3% of Net Assets
Cascade Environmental Holdings, LLC
JF Intermediate, LLC
Total Common Equity/Partnership Interests/Warrants
Total Investments in Non-Controlled, Affiliated Portfolio Companies
Investments in Controlled, Affiliated Portfolio Companies—44.3% of
Net Assets
First Lien Secured Debt—7.3% of Net Assets
AKW Holdings Limited
Total First Lien Secured Debt
Second Lien Secured Debt—0% of Net Assets
Mailsouth Inc.
Total Second Lien Secured Debt
Subordinated Debt—15.0% of Net Assets
PennantPark Senior Loan Fund, LLC
Total Subordinated Debt
Common Equity—22.0% of Net Assets
AKW Holdings Limited
MSpark, LLC
PennantPark Senior Loan Fund, LLC
RAM Energy Holdings LLC
Total Common Equity
Total Investments in Controlled, Affiliated Portfolio Companies
Total Investments—209.4% of Net Assets
Cash and Cash Equivalents—9.0% of Net Assets
BlackRock Federal FD Institutional 30
BNY Mellon Cash Reserve and Cash
Total Cash and Cash Equivalents
Total Investments and Cash Equivalents—218.4% of Net Assets
(8), (10), (11)
(11)
(6)
(9)
Liabilities in Excess of Other Assets—(118.4%) of Net Assets
Net Assets—100.0%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we
own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities.
The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we
own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities (See Note 6).
Valued based on our accounting policy (See Note 2).
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable London Interbank Offered Rate, or LIBOR or “L,” the Euro Interbank Offered Rate, or EURIBOR or
“E,” , or Secured Overnight Financing Rate, or "SOFR", or Prime rate, or “P.” The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the
reporting period. LIBOR loans are typically indexed to a 30-day, 90-day or 180-day LIBOR rate (1M L, 3M L, or 6M L, respectively), and EURIBOR loans are typically indexed to a 90-day EURIBOR rate (3M E), SOFR loans are
typically indexed to a 30-day, 90-day or 180-day SOFR rates (1M L, 3M L, or 6M L, respectively)at the borrower’s option. All securities are subject to a LIBOR, SOFR or Prime rate floor where a spread is provided, unless noted.
The spread provided includes PIK interest and other fee rates, if any.
The security was not valued using significant unobservable inputs. The value of all other securities was determined using significant unobservable inputs (See Note 5).
Non-income producing securities.
Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.
Non-U.S. company or principal place of business outside the United States.
Investment is held through our Taxable Subsidiary (See Note 1).
Par / Shares amount is denominated in British Pounds (£) as denoted.
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least
70% of our total assets. As of September 30, 2022, qualifying assets represent 88% of the Company’s total assets and non-qualifying assets represent 12% of the Company’s total assets.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
70
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2021
(In thousands, except share data)
Industry
Current
Coupon
Basis Point
Spread Above
Index
(4)
Par /
Shares
Cost
Fair Value
(3)
Maturity /
Expiration
(1), (2)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
Issuer Name
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—124.3%
First Lien Secured Debt—77.5%
18 Freemont Street Acquisition, LLC
Ad.net Acquisition, LLC (Revolver)
Ad.net Acquisition, LLC (Revolver)
Altamira Technologies, LLC (Revolver)
Altamira Technologies, LLC (Revolver)
American Insulated Glass, LLC
Any Hour Services
Any Hour Services (Revolver)
Apex Service Partners, LLC
Apex Service Partners, LLC Term Loan C
Apex Service Partners, LLC Term Loan C
Apex Service Partners, LLC (Revolver)
Apex Service Partners, LLC (Revolver)
Applied Technical Services, LLC
Applied Technical Services, LLC (Revolver)
Bottom Line Systems, LLC
Broder Bros., Co.
CF512, Inc.
CF512, Inc.
CF512, Inc.(Revolver)
Compex Legal Services, Inc.
Compex Legal Services, Inc. (Revolver)
Compex Legal Services, Inc. (Revolver)
Connatix Buyer, Inc.
Connatix Buyer, Inc.
Connatix Buyer, Inc. (Revolver)
Connatix Buyer, Inc. (Revolver)
Crane 1 Services, Inc.
Crane 1 Services, Inc.
Crane 1 Services, Inc. (Revolver)
Crash Champions, LLC
Crash Champions, LLC
DermaRite Industries LLC
Dr. Squatch, LLC
Dr. Squatch, LLC (Revolver)
Dr. Squatch, LLC (Revolver)
DRS Holdings III, Inc.
DRS Holdings III, Inc. (Revolver)
ECL Entertainment, LLC
ECM Industries, LLC (Revolver)
Fairbanks Morse Defense
Gantech Acquisition Corp.
Gantech Acquisition Corp. (Revolver)
Gantech Acquisition Corp. (Revolver)
Graffiti Buyer, Inc.
Graffiti Buyer, Inc.
Graffiti Buyer, Inc. (Revolver)
Hancock Roofing and Construction L.L.C.
Hancock Roofing and Construction L.L.C. (Revolver)
HW Holdco, LLC
HW Holdco, LLC (Revolver)
HW Holdco, LLC (Revolver)
IG Investments Holdings, LLC
IG Investments Holdings, LLC (Revolver)
IMIA Holdings, Inc.
IMIA Holdings, Inc. (Revolver)
Integrity Marketing Acquisition, LLC
Integrity Marketing Acquisition, LLC
Juniper Landscaping of Florida, LLC
K2 Pure Solutions NoCal, L.P.
K2 Pure Solutions NoCal, L.P. (Revolver)
K2 Pure Solutions NoCal, L.P. (Revolver)
Lash OpCo, LLC
Lash OpCo, LLC (Revolver)
Lash OpCo, LLC (Revolver)
LAV Gear Holdings, Inc.
08/11/2025
05/06/2026
05/06/2026
07/24/2025
07/24/2025
12/21/2023
07/21/2027
07/21/2027
07/31/2025
07/31/2025
01/31/2022
07/29/2024
07/29/2024
06/29/2022
12/29/2026
02/13/2023
12/02/2022
08/20/2026
08/20/2026
08/20/2026
02/09/2026
02/07/2025
02/07/2025
07/13/2027
01/13/2023
07/13/2027
07/13/2027
08/16/2027
08/16/2023
08/16/2027
08/05/2025
05/14/2022
03/03/2022
08/27/2026
08/27/2026
08/27/2026
11/03/2025
11/03/2025
03/31/2028
12/23/2025
06/17/2028
05/14/2026
05/14/2026
05/14/2026
08/10/2027
08/10/2023
08/10/2027
12/31/2022
12/31/2026
12/10/2024
12/10/2024
12/10/2024
09/22/2028
09/22/2027
04/09/2027
04/09/2027
08/27/2025
07/09/2023
12/22/2021
12/20/2023
12/20/2023
12/20/2023
02/18/2027
08/16/2026
08/19/2026
10/31/2024
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
Hotels, Motels, Inns and Gaming
Media
Media
Aerospace and Defense
Aerospace and Defense
Building Materials
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Environmental Services
Environmental Services
Healthcare, Education and Childcare
Consumer Products
Media
Media
Media
Business Services
Business Services
Business Services
Media
Media
Media
Media
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Auto Sector
Auto Sector
Manufacturing / Basic Industries
Personal and Non-Durable Consumer Products
Personal and Non-Durable Consumer Products
Personal and Non-Durable Consumer Products
Consumer Products
Consumer Products
Hotels, Motels, Inns and Gaming
Electronics
Aerospace and Defense
Business Services
Business Services
Business Services
Distribution
Distribution
Distribution
Insurance
Insurance
Media
Media
Media
Business Services
Business Services
Aerospace and Defense
Aerospace and Defense
Insurance
Insurance
Personal, Food and Miscellaneous Services
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Consumer Products
Consumer Products
Consumer Products
Leisure, Amusement, Motion Pictures, Entertainment
9.50 %
7.00 %
—
8.00 %
—
6.50 %
—
—
6.25 %
6.25 %
—
6.25 %
—
—
—
6.25 %
9.75 %
7.00 %
—
—
6.75 %
6.75 %
—
6.25 %
—
6.25 %
—
6.75 %
—
—
6.00 %
—
8.00 %
7.00 %
7.00 %
—
7.25 %
—
8.25 %
—
5.50 %
7.25 %
7.25 %
—
6.75 %
—
—
—
—
5.50 %
5.50 %
—
6.75 %
—
6.75 %
—
6.49 %
—
6.50 %
8.00 %
8.00 %
—
8.00 %
8.00 %
—
8.50 %
Lightspeed Buyer Inc.
Lightspeed Buyer Inc. (Revolver)
Lombart Brothers, Inc.
Lombart Brothers, Inc. (Revolver)
(7)
02/03/2026
02/03/2026
04/13/2023
04/13/2023
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Healthcare, Education and Childcare
(PIK 5.00%)
6.75 %
—
7.25 %
7.25 %
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
71
1M L+800
3M L+600
—
3M L+700
—
3M L+550
—
—
1M L+525
1M L+525
—
3M L+525
—
—
—
1M L+550
3M L+850
3M L+600
—
—
3M L+575
3M L+575
—
3M L+550
—
3M L+550
—
3M L+575
—
—
3M L+500
—
1M L+700
3M L+600
3M L+600
—
3M L+625
—
1M L+750
—
3M L+475
1M L+625
1M L+625
—
3M L+575
—
—
—
—
3M L+450
3M L+450
—
3M L+600
—
3M L+575
—
3M L+550
—
1M L+550
1M L+700
1M L+700
—
1M L+700
1M L+700
—
1M L+750
1M L+575
—
1M L+625
1M L+625
$
7,433
76
369
50
138
15,795
3,824
1,147
1,331
5,592
6,658
239
693
6,235
1,000
6,153
25,333
10,000
2,727
909
3,570
459
197
12,000
3,158
186
1,673
1,847
778
292
4,751
6,749
8,055
13,515
1,706
620
9,975
1,783
8,747
518
3,500
19,900
498
1,493
1,994
893
769
1,500
750
2,541
1,219
2,168
4,518
477
13,589
1,674
17,220
4,278
2,615
11,800
872
1,066
30,000
291
1,528
790
4,994
1,166
1,036
737
$
6,815
76
—
50
—
15,639
—
—
1,331
5,509
—
239
—
—
—
6,128
25,333
9,802
—
—
3,514
459
—
11,766
—
186
—
1,820
—
—
4,704
—
8,041
13,247
1,706
—
9,882
—
8,664
—
3,487
19,522
498
—
1,955
—
—
—
—
2,526
1,219
—
4,428
—
13,341
—
17,116
—
2,611
11,712
872
—
29,335
291
—
785
4,922
—
1,036
737
7,563
74
(6 )
47
(9 )
15,637
(38 )
(23 )
1,317
5,536
(8 )
235
(12 )
(55 )
(20 )
6,153
25,333
9,800
(27 )
(18 )
3,529
454
(2 )
11,760
(32 )
182
(33 )
1,829
(2 )
(3 )
4,656
(67 )
7,720
13,244
1,671
(12 )
9,905
(12 )
8,944
(3 )
3,500
19,502
488
(30 )
1,964
(4 )
(18 )
(15 )
(8 )
2,516
1,207
(22 )
4,428
—
13,317
(33 )
17,134
11
2,615
11,486
849
(28 )
29,400
285
(31 )
741
4,994
—
1,036
737
(7)
(7)
(7)
(7)
(7)
Issuer Name
Mars Acquisition Holdings Corp. (Revolver)
MBS Holdings, Inc. (Revolver)
MeritDirect, LLC
MeritDirect, LLC (Revolver)
Municipal Emergency Services, Inc.
Municipal Emergency Services, Inc.
Municipal Emergency Services, Inc. (Revolver)
NBH Group LLC
NBH Group LLC (Revolver)
OIS Management Services, LLC
OIS Management Services, LLC
OIS Management Services, LLC (Revolver)
One Stop Mailing, LLC
ORL Acquisition, Inc.
ORL Acquisition, Inc. (Revolver)
Ox Two, LLC
Ox Two, LLC (Revolver)
Ox Two, LLC (Revolver)
PRA Events, Inc.
(7)
(7)
(7)
(7)
(7)
PRA Events, Inc. (Revolver)
(7)
(7)
(7)
(7)
(7)
Quantic Electronics, LLC
Quantic Electronics, LLC
Quantic Electronics, LLC (Revolver)
Questex, LLC
Questex, LLC (Revolver)
Questex, LLC (Revolver)
Radius Aerospace, Inc. (Revolver)
Rancho Health MSO, Inc.
Rancho Health MSO, Inc. (Revolver)
Recteq, LLC (Revolver)
Research Horizons, LLC
Research Now Group, Inc. and Dynata, LLC
Riverpoint Medical, LLC (Revolver)
Riverside Assessments, LLC
Sales Benchmark Index LLC (Revolver)
Sargent & Greenleaf Inc. (Revolver)
Sargent & Greenleaf Inc. (Revolver)
Schlesinger Global, Inc.
(7)
(7)
(7)
(7)
(7)
Schlesinger Global, Inc. (Revolver)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
(7)
Schlesinger Global, Inc. (Revolver)
Sigma Defense Systems, LLC
Sigma Defense Systems, LLC (Revolver)
Signature Systems Holding Company - Term Loan II
Signature Systems Holding Company (Revolver)
Signature Systems Holding Company (Revolver)
Solutionreach, Inc. (Revolver)
Spear Education, LLC
Spear Education, LLC
Spectacle Gary Holdings, LLC
TAC LifePort Purchaser, LLC (Revolver)
The Bluebird Group LLC
The Bluebird Group LLC (Revolver)
The Vertex Companies, LLC
The Vertex Companies, LLC
The Vertex Companies, LLC (Revolver)
TPC Canada Parent, Inc. and TPC US Parent, LLC
TVC Enterprises, LLC
TVC Enterprises, LLC (Revolver)
TWS Acquisition Corporation
TWS Acquisition Corporation (Revolver)
Tyto Athene, LLC (Revolver)
Walker Edison Furniture Company LLC
Wildcat Buyerco, Inc.
Wildcat Buyerco, Inc.
Wildcat Buyerco, Inc. (Revolver)
Total First Lien Secured Debt
Second Lien Secured Debt—16.2%
Atlas Purchaser, Inc
Data Axle, Inc.
ENC Parent Corporation
Halo Buyer, Inc.
Inventus Power, Inc.
QuantiTech LLC
VT Topco, Inc.
Total Second Lien Secured Debt
(7)
(7)
(7)
(7)
(7)
(8),(11)
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2021
(In thousands, except share data)
Maturity /
Expiration
5/14/2026
04/16/2027
05/23/2024
05/23/2024
09/28/2027
09/28/2027
09/28/2027
08/19/2026
08/19/2026
07/09/2026
07/09/2023
07/09/2026
05/07/2027
09/03/2027
09/03/2027
05/18/2026
05/18/2026
05/18/2026
08/07/2025
08/07/2025
11/19/2026
11/19/2026
11/19/2026
09/09/2024
09/09/2024
09/09/2024
03/31/2025
12/18/2025
12/18/2025
01/29/2026
06/28/2022
12/20/2024
06/20/2025
03/10/2025
01/03/2025
12/20/2024
12/20/2024
07/14/2025
07/14/2025
07/14/2025
12/18/2025
12/18/2025
12/31/2021
05/03/2024
05/03/2024
01/17/2024
02/26/2025
02/26/2022
12/23/2025
03/01/2026
07/27/2026
07/27/2026
08/30/2027
08/30/2027
08/30/2027
11/24/2025
03/26/2026
03/26/2026
06/16/2025
06/16/2025
04/01/2026
03/31/2027
02/27/2026
02/27/2022
02/27/2026
05/07/2029
04/03/2024
08/19/2029
07/06/2026
09/29/2024
02/04/2027
08/17/2026
Industry
Media
Telecommunications
Media
Media
Distribution
Distribution
Distribution
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Cargo Transport
Business Services
Business Services
Building Materials
Building Materials
Building Materials
Business Services
Current
Coupon
Basis Point
Spread Above
Index
(4)
Par /
Shares
Cost
Fair Value
(3)
—
—
6.50 %
—
6.00 %
—
—
6.50 %
—
5.75 %
—
—
7.25 %
6.25 %
—
7.00 %
7.00 %
—
11.50 %
—
—
3M L+550
—
3M L+500
—
—
1M L+550
—
3M L+475
—
—
3M L+625
3M L+525
—
1M L+600
1M L+600
—
3M L+1,050
$
806
694
2,759
2,518
6,953
1,880
1,880
7,561
1,163
3,893
1,433
333
14,920
5,041
597
15,671
645
1,774
23,675
$
-
—
2,736
—
6,814
—
—
7,413
—
3,843
—
—
14,631
4,941
—
15,435
645
—
20,421
(8 )
(14 )
2,732
(25 )
6,814
—
—
7,410
(23 )
3,834
(11 )
(5 )
14,659
4,940
—
15,358
632
(35 )
22,373
Business Services
11.50 %
3M L+1,050
2,461
2,123
2,326
(PIK 11.50%)
(PIK 11.50%)
Aerospace and Defense
Aerospace and Defense
Aerospace and Defense
Media
Media
Media
Aerospace and Defense
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Consumer Products
Media
Business Services
Healthcare, Education and Childcare
Education
Business Services
Electronics
Electronics
Business Services
7.25 %
—
—
6.00 %
6.00 %
—
—
—
—
—
7.25 %
6.50 %
—
6.75 %
—
7.00 %
—
8.00 %
1M L+625
—
—
3M L+500
3M L+500
—
—
—
—
—
1M L+625
3M L+550
—
3M L+575
—
3M L+550
—
3M L+700
6,188
2,094
528
21,825
2,154
1,436
2,227
1,050
525
1,127
28,796
2,884
364
16,174
732
299
299
512
6,095
—
—
21,584
2,154
—
—
—
—
—
28,682
2,884
—
15,952
—
299
—
507
6,064
(21 )
(11 )
20,516
2,025
(86 )
(63 )
—
—
(11 )
28,508
2,847
(4 )
15,769
(18 )
299
—
489
Business Services
8.00 %
3M L+700
24
24
23
(PIK 1.00%)
Business Services
Telecommunications
Telecommunications
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Communications
Education
Education
Hotels, Motels, Inns and Gaming
Aerospace and Defense
Business Services
Business Services
Business Services
Business Services
Business Services
Food
Transportation
Transportation
Education
Education
Aerospace and Defense
Home and Office Furnishings
Electronics
Electronics
Electronics
Telecommunications
Other Media
Business Services
Consumer Products
Electronics
Aerospace and Defense
Business Services
(PIK 1.00%)
—
9.75 %
—
8.50 %
8.50 %
—
—
6.00 %
—
11.00 %
—
8.00 %
—
6.50 %
—
—
6.25 %
6.75 %
—
7.25 %
—
—
6.75 %
6.00 %
—
—
—
3M L+875
—
3M L+750
3M L+750
—
—
3M L+500
—
1M L+900
—
3M L+700
—
1M L+550
—
—
3M L+525
1M L+575
—
1M L+625
—
—
3M L+575
3M L+500
—
—
9.75 %
10.25 %
8.25 %
9.25 %
9.50 %
11.00 %
7.06 %
3M L+900
3M L+925
3M L+750
1M L+825
3M L+850
3M L+1,000
3M L+675
14
6,520
951
806
484
1,532
1,665
14,898
6,875
21,546
620
5,606
734
4,577
2,221
740
1,771
15,506
2,702
4,137
1,644
364
24,875
1,629
2,574
551
17,000
20,400
7,500
32,500
16,593
150
15,000
$
—
6,378
—
802
484
—
—
14,781
—
20,972
—
5,496
—
4,486
—
—
1,771
15,347
—
4,137
—
—
24,293
1,612
—
—
509,046
16,506
20,220
7,426
32,106
16,292
147
14,922
107,620
$
(1 )
6,406
(17 )
798
479
(15 )
—
14,898
—
23,391
(0 )
5,570
(5 )
4,491
(19 )
(14 )
1,718
15,506
—
4,137
—
—
23,942
1,621
16
(7 )
511,405
16,873
20,400
7,425
31,119
16,261
147
15,000
107,225
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
72
Issuer Name
Subordinated Debt/Corporate Notes—8.6%
Blackhawk Industrial Distribution, Inc.
Cascade Environmental LLC
(6)
(9)
(9)
Total Subordinated Debt/Corporate Notes
Preferred Equity/Partnership Interests—3.9%
Ad.net Holdings, Inc.
AH Newco Equityholdings, LLC
Cascade Environmental LLC
Mars Intermediate Holdings II, Inc
MeritDirect Holdings, LP
NXOF Holdings, Inc. (Tyto Athene, LLC)
ORL Holdco, Inc.
Signature CR Intermediate Holdco, Inc.
TPC Holding Company, LP
TWD Parent Holdings, LLC (The Vertex Companies, LLC)
Total Preferred Equity/Partnership Interests
Common Equity/Partnership Interests/Warrants—18.0%
Ad.net Holdings, Inc. (9)
Affinion Group Holdings, Inc. (Warrants)
AG Investco LP
AG Investco LP
Altamira Intermediate Company II, Inc.
Atlas Investment Aggregator, LLC
Cascade Environmental Holdings, LLC
CI (Allied) Investment Holdings, LLC
(8),(11)
(7), (9)
(9)
(9)
(9)
(9)
(PRA Events, Inc.)
Connatix Parent, LLC
Cowboy Parent LLC
(9)
(7), (9)
(9)
(9)
(Blackhawk Industrial Distribution, Inc.)
Crane 1 Acquisition Parent Holdings, L.P.
Crash Champion Holdings, LLC
Delta InvestCo LP (Sigma Defense Systems, LLC)
Delta InvestCo LP (Sigma Defense Systems, LLC)
ECM Investors, LLC
eCommission Holding Corporation
FedHC InvestCo LP
FedHC InvestCo LP
Gauge Lash Coinvest LLC
Gauge Schlesinger Coinvest, LLC
Gauge TVC Coinvest, LLC
(TVC Enterprises, LLC)
(7),(9)
(11)
(9)
(9)
GCOM InvestCo LP
GCOM InvestCo LP
Go Dawgs Capital III, LP
(7),(9)
(American Insulated Glass, LLC)
Green Veracity Holdings, LP - Class A
(9)
(VT Topco, Inc.)
Hancock Claims Consultants Investors, LLC
Infogroup Parent Holdings, Inc. (Data Axle, Inc.)
Ironclad Holdco, LLC (Applied Technical Services, LLC)
ITC Rumba, LLC (Cano Health, LLC)
JWC-WE Holdings, L.P.
(9)
(9)
(9)
(Walker Edison Furniture Company LLC)
(9)
(9)
(5)
(9)
(9)
Kadmon Holdings, Inc.
Kentucky Racing Holdco, LLC (Warrants)
KL Stockton Co-Invest LP (Any Hour Services)
Lariat ecoserv Co-Invest Holdings, LLC
Lightspeed Investment Holdco LLC
Mars Intermidiate Holdings II, Inc.
MeritDirect Holdings, LP
Municipal Emergency Services, Inc.
NEPRT Parent Holdings, LLC (Recteq, LLC)
NXOF Holdings, Inc.
(Tyto Athene, LLC)
(9)
(9)
OceanSound Discovery Equity, LP
(9)
(Holdco Sands Intermediate, LLC)
(9)
Oral Surgery (ITC) Holdings, LLC
ORL Holdco, Inc.
QuantiTech InvestCo LP
QuantiTech InvestCo LP
QuantiTech InvestCo II LP
(7),(9)
(9)
(9)
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2021
(In thousands, except share data)
Maturity /
Expiration
03/17/2025
12/30/2023
—
—
—
—
—
—
—
—
—
—
04/10/2024
(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Industry
Distribution
Environmental Services
Media
Healthcare, Education and Childcare
Environmental Services
Media
Media
Aerospace and Defense
Business Services
Chemicals, Plastics and Rubber
Food
Business Services
Media
Consumer Products
Business Services
Business Services
Aerospace and Defense
Telecommunications
Environmental Services
Business Services
Media
Distribution
Personal, Food and Miscellaneous Services
Auto Sector
Telecommunications
Telecommunications
Electronics
Financial Services
Aerospace and Defense
Aerospace and Defense
Consumer Products
Business Services
Transportation
Business Services
Business Services
Building Materials
Business Services
Insurance
Other Media
Environmental Services
Healthcare, Education and Childcare
Home and Office Furnishings
Healthcare, Education and Childcare
Hotels, Motels, Inns and Gaming
Personal, Food and Miscellaneous Services
Environmental Services
Healthcare, Education and Childcare
Media
Media
Distribution
Consumer Products
Aerospace and Defense
Aerospace and Defense
Healthcare, Education and Childcare
Business Services
Aerospace and Defense
Aerospace and Defense
Aerospace and Defense
Current
Coupon
Basis Point
Spread Above
Index
(4)
Par /
Shares
Cost
Fair Value
(3)
12.00 %
(PIK 2.00%)
13.00 %
(PIK 13.00%)
—
6.00 %
16.00 %
—
—
—
—
12.00 %
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
14,335
$
14,165
$
14,335
42,468
42,150
42,680
56,315
57,015
2,400
211
178,304
414
540
160
575
1,527
219
30
2,667
77,190
805,164
194,836
125,000
1,700,000
33,901
120,962
57,416
22,500
113
36
570,522
570,522
167,537
80
3,331
4,072
889,376
9
810,645
1,855
965
675,325
15,000
450,000
181,495
3,960
375,675
1,906,433
252,014
161,252
382,353
363,656
273,143
414
540
1,593,514
1,299
3,261
98,286
2,904
638
700
967
40
240
500
17,607
414
540
160
57
1,527
219
30
21,295
27
2,126
805
—
125
1,700
2,852
1,243
632
2,250
104
328
571
—
41
1,005
333
—
136
9
—
—
809
—
675
1,500
450
2,040
390
—
—
2,266
—
382
364
273
—
—
1,594
1,262
3
979
63
6
66
—
24
240
944
21,133
432
693
202
57
1,879
262
30
25,873
49
—
1,192
—
33
1,710
478
475
635
1,902
104
369
488
(82 )
565
1,153
339
—
3,558
9
2,663
—
352
—
844
5,320
613
3,221
434
60,808
6,616
2,195
1,147
382
1,044
315
169
126
1,594
1,537
186
1,625
63
6
365
—
21
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
73
Maturity /
Expiration
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Issuer Name
RFMG Parent, LP (Rancho Health MSO, Inc.)
SBI Holdings Investments LLC
(Sales Benchmark Index LLC)
Signature CR Intermediate Holdco, Inc.
SSC Dominion Holdings, LLC
Class A (US Dominion, Inc.)
SSC Dominion Holdings, LLC
Class B (US Dominion, Inc.)
(9)
(8). (11)
StellPen Holdings, LLC (CF512, Inc.)
TAC LifePort Holdings, LLC
TPC Holding Company, LP
TWD Parent Holdings, LLC (The Vertex Companies, LLC)
U.S. Well Services, Inc. - Class A
UniVista Insurance
Wildcat Parent, LP (Wildcat Buyerco, Inc.)
ZS Juniper L.P.
(5), (11)
(Juniper Landscaping of Florida, LLC)
(9)
(1), (2)
(6)
(9)
(9)
Total Common Equity/Partnership Interests/Warrants
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies
Investments in Non-Controlled, Affiliated Portfolio Companies—7.6%
Preferred Equity/Partnership Interests—6.2%
ETX Energy, LLC
ETX Energy, LLC - Series X
MidOcean JF Holdings Corp.
Total Preferred Equity/Partnership Interests
Common Equity/Partnership Interests/Warrants—1.4%
ETX Energy, LLC
ETX Energy Management Company, LLC
MidOcean JF Holdings Corp.
Total Common Equity/Partnership Interests/Warrants
Total Investments in Non-Controlled, Affiliated Portfolio Companies
Investments in Controlled, Affiliated Portfolio Companies—58.3%
First Lien Secured Debt—6.2%
(8), (10), (11)
AKW Holdings Limited
Total First Lien Secured Debt
Second Lien Secured Debt—10.6%
Mailsouth Inc.
(1), (2)
(9)
(6)
03/13/2024
04/23/2025
Industry
Healthcare, Education and Childcare
Business Services
Chemicals, Plastics and Rubber
Electronics
Electronics
Media
Aerospace and Defense
Food
Business Services
Oil and Gas
Business Services
Electronics
Personal, Food and Miscellaneous Services
Oil and Gas
Oil and Gas
Distribution
Oil and Gas
Oil and Gas
Distribution
Current
Coupon
Basis Point
Spread Above
Index
(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Par /
Shares
1,050,000
36,585
$
80
1,500
1,500
153,846
232,558
11,527
608
1,261,201
400
2,314
1,056
61,732
10,944
153,922
1,658,389
1,754,104
65,933
Healthcare, Education and Childcare
7.50 %
3M L+700 £
30,500
Printing and Publishing
15.00 %
(PIK 15.00%)
—
11,087
PT Network Intermediate Holdings, LLC
11/30/2024
Healthcare, Education and Childcare
11.00 %
3M L+1,000
58,582
(PIK 11.00%)
07/31/2027
Financial Services
9.00 %
3M L+800
64,155
Cost
Fair Value
(3)
$
1,050
366
—
80
1,500
—
—
—
154
233
12
1
3,022
400
231
1,056
1,253
278
—
—
1,890
—
3,534
—
154
260
33
1
914
405
411
5,227
35,536
729,811
118,982
820,500
6,173
1,094
15,392
22,660
29,712
1,562
24,790
56,064
78,723
42,389
42,389
11,087
58,276
—
—
41,023
41,023
—
—
9,139
9,139
50,161
41,125
41,125
11,087
58,582
69,363
69,668
64,155
64,155
64,155
64,155
Total Second Lien Secured Debt
Subordinated Debt—9.7%
PennantPark Senior Loan Fund, LLC
Total Subordinated Debt
Preferred Equity—2.0%
CI (PTN) Investment Holdings II, LLC
(6)
(11)
(PT Network, LLC)
(9)
(9)
PT Network Intermediate Holdings, LLC
Total Preferred Equity
Common Equity—29.7%
AKW Holdings Limited
CI (PTN) Investment Holdings II, LLC
(8), (10), (11)
(6)
(PT Network, LLC)
(9)
(9)
(11)
MSpark, LLC
PennantPark Senior Loan Fund, LLC
PT Network Intermediate Holdings, LLC
RAM Energy Holdings LLC
Total Common Equity
Total Investments in Controlled, Affiliated Portfolio Companies
Total Investments—190.2%
Cash and Cash Equivalents—3.1%
BlackRock Federal FD Institutional 30
BNY Mellon Cash Reserve and Cash
Total Cash and Cash Equivalents
Total Investments and Cash Equivalents—193.2%
Liabilities in Excess of Other Assets—(93.2%)
Net Assets—100.0%
—
Healthcare, Education and Childcare
—
—
36,450
547
—
Healthcare, Education and Childcare
11.00 %
3M L+1,000
833
—
—
—
—
—
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Printing and Publishing
Financial Services
Healthcare, Education and Childcare
Energy and Utilities
—
—
—
—
—
—
£
—
—
950
333,333
—
—
—
—
51,151
33,830,005
621
180,805
10,725
11,272
132
5,000
16,516
33,893
7,159
162,708
225,408
412,587
1,221,121
18,220
2,163
20,383
1,241,504
$
13,412
13,412
254
—
11,013
41,160
62,131
81,710
196,269
384,628
1,255,290
18,220
2,137
20,357
1,275,647
(615,503 )
660,144
$
$
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we
own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities.
The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we
own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities (See Note 6).
Valued based on our accounting policy (See Note 2).
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable London Interbank Offered Rate, or LIBOR or “L,” the Euro Interbank Offered Rate, or EURIBOR or
“E,” or Prime rate, or “P.” The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a
30-day, 90-day or 180-day LIBOR rate (1M L, 3M L, or 6M L, respectively), and EURIBOR loans are typically indexed to a 90-day EURIBOR rate (3M E), at the borrower’s option. All securities are subject to a LIBOR or Prime
rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
The security was not valued using significant unobservable inputs. The value of all other securities was determined using significant unobservable inputs (See Note 5).
Non-income producing securities.
Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.
Non-U.S. company or principal place of business outside the United States.
Investment is held through our Taxable Subsidiary (See Note 1).
Par / Shares amount is denominated in British Pounds (£) as denoted.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
74
(11)
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least
70% of our total assets. As of September 30, 2021, qualifying assets represent 87% of the Company’s total assets and non-qualifying assets represent 12% of the Company’s total assets.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
75
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
1. ORGANIZATION
PennantPark Investment Corporation was organized as a Maryland corporation in January 2007. We are a closed-end, externally managed, non-diversified investment company that has
elected to be treated as a BDC under the 1940 Act. Our investment objective is to generate both current income and capital appreciation while seeking to preserve capital through debt and equity
investments. We invest primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments.
On April 24, 2007, we closed our initial public offering. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company
voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Our common stock trades on the New York Stock
Exchange under the symbol “PNNT.”
We have entered into an investment management agreement, or the Investment Management Agreement with the Investment Adviser, an external adviser that manages our day-to-day
operations. PennantPark Investment, through the Investment Adviser, manages the day-to-day operations of and provides investment advisory services to SBIC II under a separate investment
management agreement. We have also entered into an administration agreement, or the Administration Agreement with the Administrator, which provides the administrative services necessary
for us to operate. PennantPark Investment, through the Administrator, also provides similar services to SBIC II under a separate administration agreement. See Note 3.
SBIC II, our wholly-owned subsidiary, was organized as a Delaware limited partnership in 2012. SBIC II received a license from the SBA to operate as a SBIC under Section 301(c) of
the 1958 Act. SBIC II’s objectives are to generate both current income and capital appreciation through debt and equity investments generally by investing with us in SBA-eligible businesses that
meet the investment selection criteria used by PennantPark Investment.
On July 31, 2020, we and certain entities and managed accounts of the private credit investment manager of Pantheon Ventures (UK) LLP (“Pantheon”) entered into a limited liability
company agreement to co-manage PSLF, a newly-formed unconsolidated joint venture. In connection with this transaction, we contributed in-kind our formerly wholly-owned subsidiary,
Funding I. As a result of this transaction, Funding I became a wholly-owned subsidiary of PSLF and has been deconsolidated from our financial statements. PSLF invests primarily in middle-
market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. See Note 4.
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is
paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole
or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of
payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the
value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar
facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.436%. Interest on the 2026 Notes is paid semi-
annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part
at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment
with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of
the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
We have formed the Taxable Subsidiary, which is subject to tax as a corporation. The Taxable Subsidiary allows us to hold equity securities of certain portfolio companies treated as pass-
through entities for federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
In January 2022, we funded PennantPark-TSO Senior Loan Fund II LP, ("PTSF II"), an unconsolidated limited partnership, organized as a Delaware limited liability partnership. We sold
$82.3 million in investments to a wholly-owned subsidiary of PTSF II in exchange for cash in the amount of $75.7 million and an $6.6 million equity interest in PTSF II representing 23.1% of the
total outstanding Class A Units of PTSF II. We recognized $0.2 million of realized gain upon the formation of PTSF II. As of September 30, 2022, our capital commitment of $15.0 million is
100% funded and we hold 23.1% of the total outstanding Class A Units of PTSF II and a 4.99% voting interest in the general partner which manages PTSF II.
We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the Investment Adviser
intends to continue to affirm the exclusion on an annual basis, and therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles, or GAAP requires management to make estimates and
assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported
periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Changes
in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies and any other parameters used in determining these estimates and assumptions
could cause actual results to differ from such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all
intercompany balances and transactions in consolidation. References to the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended, or ASC, serve
as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.
Our Consolidated Financial Statements are prepared in accordance with GAAP, consistent with ASC Topic 946, Financial Services – Investment Companies, and pursuant to the
requirements for reporting on Form 10-K/Q and Articles 6, 10 and 12 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X, we have provided a Consolidated
Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders’ Equity.
76
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
Our significant accounting policies consistently applied are as follows:
(a)
Investment Valuations
We expect that there may not be readily available market values for many of the investments, which are or will be in our portfolio, and we value such investments at fair value as
determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With
respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as
relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company
does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we
consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily
available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 5.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for
which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
(1) Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for
the portfolio investment;
(2)
Preliminary valuation conclusions are then documented and discussed with the management of the Investment Adviser;
(3) Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are
readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management's preliminary valuations in light of their own
independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker;
(4)
The audit committee of our board of directors reviews the preliminary valuations of the Investment Adviser and those of the independent valuation firms on a quarterly basis,
periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent
valuation firms to reflect any comments; and
(5) Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the
respective independent valuation firms and the audit committee.
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from
independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment
Adviser assesses the source and reliability of bids from brokers or dealers. If our board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an
investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
(b)
Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses
Security transactions are recorded on a trade-date basis. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost
basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net
change in unrealized appreciation or depreciation reflects, as applicable, the change in the fair values of our portfolio investments and the Truist Credit Facility during the reporting period,
including the reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest
accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is
not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue
discount, or OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest
method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties earned on loans and debt investments as income. Dividend income, if
any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio
companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected.
Accrued interest is generally reversed when a 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, are likely to remain
current. As of September 30, 2022 ,we had one portfolio company on non-accrual, representing 1.0% and zero percent of our overall portfolio on a cost and fair value basis, respectively. As of
September 30, 2021, we had no portfolio companies on non-accrual.
(c)
Income Taxes
We have complied with the requirements of Subchapter M of the Code and have qualified to be treated as a RIC for federal income tax purposes. In this regard, we account for income
taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts
deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and
election to be treated as a RIC for U.S. federal income tax purposes, we typically do not incur any material federal income taxes. However, we may choose to retain a portion of our calendar year
income, which may result in the imposition of an excise tax. Additionally, certain of the Company’s consolidated subsidiaries are subject to federal, state and local income taxes. For the years
ended September 30, 2022, 2021 and 2020, we recorded a provision for taxes on net investment income of $0.8 million, $0.6 million and $1.2 million, respectively, approximately one-half of
which pertains to U.S. federal excise tax.
We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the
position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold
77
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial
statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the periods presented herein. The Company’s
determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and
interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.
The Taxable Subsidiary (PNNT Investment Holdings, LLC, a wholly-owned subsidiary of the Company), is subject to U.S. federal, state and local corporate income taxes. The income
tax expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.
For the years ended September 30, 2022, 2021 and 2020 the Company recognized a provision for taxes of $6.2 million, zero and zero, respectively, on net realized gain on investments by
the Taxable Subsidiary. For the years ended September 30, 2022, 2021 and 2020 the Company recognized a provision for taxes of $0.9 million, zero and zero, respectively, on net unrealized
gain on investments by the Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from
the sales of investments which were realized and unrealized during fiscal year ending September 30, 2022 and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset
such gains. For the year ended September 30, 2022, 2021 and 2020 the Company recognized a provision for taxes $7.1 million, zero and zero, respectively, on net realized and unrealized gains
on investments by the Taxable Subsidiary.
During the year ended September 30, 2022, 2021 and 2020 the Company paid $4.0 million, zero, and zero respectively, in federal taxes on realized gains on the sale of investments held
by the Taxable Subsidiary. Due to offsetting losses in the year ended September 30, 2022 the $4.0 million is expected to be refunded and is shown on the consolidated statement of assets and
liabilities under prepaid expenses and other assets. The state and local tax liability of $0.8 million as of September 30, 2022, 2021 and 2020 is included under accrued other expenses in the
consolidated statement of assets and liabilities.
Because U.S. federal income tax regulations differ from GAAP, distributions characterized in accordance with tax regulations may differ from net investment income and net realized
gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts
in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
(d) Distributions and Capital Transactions
Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by our board of directors each quarter and is
generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually. The tax attributes for distributions will generally include ordinary
income and capital gains but may also include certain tax-qualified dividends and/or a return of capital.
Capital transactions, in connection with our dividend reinvestment plan or through offerings of our common stock, are recorded when issued and offering costs are charged as a reduction
of capital upon issuance of our common stock.
(e)
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
1. Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and
2. Purchases and sales of investment securities, 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, we do not isolate that portion of the results of operations due to changes
in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the
net realized and unrealized gain or loss from investments and liabilities.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. 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 to be more volatile than those of comparable U.S. companies or U.S. government securities.
(f) Consolidation
As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, PennantPark Investment will generally not consolidate its investment in a company other than an
investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we have consolidated the results of our SBIC Funds and our
Taxable Subsidiary in our Consolidated Financial Statements. We do not consolidate our non-controlling interests in PSLF or PTSF II. See further description of our investment in PSLF in Note
4.
(g) Asset Transfers and Servicing
Asset transfers that do not meet ASC Topic 860, Transfers and Servicing, requirements for sale accounting treatment are reflected in the Consolidated Statements of Assets and Liabilities
and the Consolidated Schedules of Investments as investments.
(h) Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain
criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through
December 31, 2022. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the year ended September30, 2022, the effect of which was not material to
the consolidated financial statements and the notes thereto. The Company continues to evaluate the potential impact that the amendments in this update will have on its consolidated financial
statements and disclosures.
78
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review
of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting
guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan
refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022.
The Company is currently evaluating the impact of the adoption of ASU 2022-02 on its consolidated financial statement and disclosures.
In June 2022, the FASB issued Accounting Standards Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820.
The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in
measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal
years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting
standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
3. AGREEMENTS AND RELATED PARTY TRANSACTIONS
(a) Investment Management Agreement
The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us
or the Investment Adviser, in February 2022. Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of our board of directors, manages the
day-to-day operations of and provides investment advisory services to us. The Investment Adviser serves as the servicer to Funding I and has irrevocably directed that the management fee owed
to it with respect to such services be paid to the Company so long as the Investment Adviser remains the servicer. SBIC II’s investment management agreement does not affect the management or
incentive fees that we pay to the Investment Adviser on a consolidated basis. For providing these services, the Investment Adviser receives a fee from us, consisting of two components— a base
management fee and an incentive fee or, collectively, Management Fees.
Base Management Fee
The base management fee is calculated at an annual rate of 1.50% of our “average adjusted gross assets,” which equals our gross assets (exclusive of U.S. Treasury Bills, temporary draws
under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment
flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. In addition, on November 13, 2018, in connection with our board of directors’ approval of
the application of the modified asset coverage requirements under the 1940 Act to the Company, our board of directors also approved an amendment to the Investment Management Agreement
reducing the Investment Adviser’s annual base management fee from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter-
end. This amendment became effective on February 5, 2019 with the amendment and restatement of the Investment Management Agreement on April 12, 2019. The base management fee is
calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the
current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter
would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For periods prior to January 1, 2018, the base
management fee was calculated at an annual rate of 2.00% of our “average adjusted gross assets.” For the years ended September 30, 2022, 2021 and 2020, the Investment Adviser earned base
management fees of $19.8 million, $17.3 million and $18.6 million, respectively, from us.
Incentive Fee
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-
Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as
amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus
our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any
credit facility and distribution paid on any issued and 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 OID, debt instruments with PIK interest and zero-coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income
does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a
percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). We pay the Investment
Adviser an incentive fee with respect to our Pre- Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive
Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 100% of our 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 2.1212% in any calendar quarter (8.4848% annualized), and (3) 17.5% of the amount of our Pre-Incentive Fee Net
Investment Income, if any, that exceeds 2.1212% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable.
Beginning April 1, 2020 and through March 31, 2021, the Investment Adviser has voluntarily agreed, in consultation with our board of directors, to irrevocably waive the performance-
based incentive fees. For the years ended September 30, 2022, 2021, and 2020, the Investment Adviser earned $2.7 million, $0.6 million, and $2.7 million (after a waiver of $1.9 million),
respectively, in incentive fees on net investment income from us.
79
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the
termination date) and, effective January 1, 2018, equals 17.5% of our realized capital gains, (20.0)% for periods prior to January 1, 2018), if any, on a cumulative basis from inception through the
end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain
incentive fees. For the years ended September 30, 2022, 2021, and 2020, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under the Investment Management
Agreement (as described above).
Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at
the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive
fee would be payable 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 Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation
or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 17.5% of such amount, less the aggregate amount of actual capital gains
related to incentive fees paid in all prior years, if any. If such amount is negative, then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be
realized in the future. For the years ended September 30, 2022, 2021, and 2020, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.
(b) Administration Agreement
The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February
2022. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. The Administrator provides similar services to SBIC II under its
administration agreement with PennantPark Investment. For providing these services, facilities and personnel, we have agreed to reimburse the Administrator for its allocable portion of overhead
and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and
related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. The Administrator also offers, on our behalf, significant managerial
assistance to portfolio companies to which we are required to offer such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated
Statements of Operations. For the years ended September 30, 2022, 2021 ,and 2020, we reimbursed the Investment Administrator approximately $0.9 million, $1.2 million and $1.4 million,
respectively, for services described above.
On July 1, 2022, the Administration Agreement with the Administrator was amended to clarify that the Administrator may be reimbursed by the Company for certain (i) tax and general
legal advice and/or services provided to the Company by in-house professionals of the Administrator related to ongoing operations of the Company; and (ii) transactional legal advice and/or
services provided to the Company or portfolio companies by in-house professionals of the Administrator or its affiliates on matters related to potential or actual investments and transactions,
including tax structuring and/or due diligence.
(c) Other Related Party Transactions
There were no transactions subject to Rule 17a-7 under the 1940 Act during each of the years ended September 30, 2022, 2021 and 2020.
For the years ended September 30, 2022, 2021 ,and 2020, we sold $387.4 million, $123.4 million and zero in investments to PSLF at fair value, respectively, and recognized $0.2 million,
$0.5 million and zero of net realized gains, respectively.
For the years ended September 30, 2022, we sold $82.3 million in investments to PTSF II at fair value, and recognized $0.2 million of net realized gains.
4. INVESTMENTS
Purchases of investments, including PIK interest, for the years ended September 30, 2022, 2021, and 2020 totaled $943.0 million, $456.5 million, and $333.9 million, respectively. Sales
and repayments of investments for the same periods totaled $911.6 million, $434.5 million, and $162.7 million, respectively.
Investments and cash and cash equivalents consisted of the following ($ in thousands):
Investment Classification
First lien
Second lien
Subordinated debt / corporate notes
Subordinated notes in PSLF
Equity
Equity in PSLF
Total investments
Cash and cash equivalents
Total investments and cash and cash equivalents
September 30, 2022
September 30, 2021
Cost
Fair Value
Cost
Fair Value
$
$
652,055
145,542
53,468
88,011
313,591
49,362
1,302,029
52,844
1,354,873
$
$
80
630,965
129,936
53,255
88,011
273,036
51,098
1,226,301
52,666
1,278,967
$
$
551,435
176,983
56,315
64,155
338,341
33,892
1,221,121
20,383
1,241,504
$
$
552,530
176,894
57,015
64,154
363,537
41,160
1,255,290
20,357
1,275,647
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets (excluding cash and cash equivalents) in such
industries as of:
Industry Classification
Business Services
Healthcare, Education and Childcare
Consumer Products
Energy and Utilities
Distribution
Financial Services
Telecommunications
Home and Office Furnishings
Media
Aerospace and Defense
Auto Sector
Chemicals, Plastics and Rubber
Electronics
Environmental Services
Building Materials
Education
Hotels, Motels, Inns and Gaming
Other Media
Transportation
Cargo Transport
Insurance
Manufacturing / Basic Industries
Personal and Non-Durable Consumer Products
Personal, Food and Miscellaneous Services
Printing and Publishing
Other
Total
(1)
Excludes investments in PSLF.
PennantPark Senior Loan Fund, LLC
September 30, 2022
(1)
September 30, 2021
18%
12
8
7
5
5
5
4
4
3
3
3
3
3
2
2
2
2
2
1
1
1
1
1
—
2
100 %
9%
23
9
7
7
—
2
3
7
2
—
1
2
6
3
3
4
2
2
1
2
1
1
1
2
—
100 %
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy.
PSLF was formed as a Delaware limited liability company. As of September 30, 2022 and 2021 PSLF had total assets of $781.3 million and $417.4 million, respectively. PSLF’s portfolio
consisted of debt investments in 80 and 47 portfolio companies as of September 30, 2022 and 2021, respectively. As of the same dates, we and Pantheon had no remaining commitments to fund
first lien secured debt and equity interests in PSLF. As of September 30, 2022, at fair value, the largest investment in a single portfolio company in PSLF was $19.9 million and the five largest
investments totaled $98.5 million. As of September 30, 2021 at fair value, the largest investment in a single portfolio company in PSLF was $16.8 million and the five largest investments totaled
$74.4 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2022 and 2021 we and Pantheon owned 60.5% and 39.5%, respectively, of each of
the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2022 and 2021 , our investment in PSLF consisted of subordinated notes of $88.0 million and $64.2 million,
respectively, and equity interests of $51.1 million and $41.2 million, respectively.
We and Pantheon each appointed two members to PSLF’s four-person Member Designees’ Committee, or the Member Designees’ Committee. All material decisions with respect to
PSLF, including those involving its investment portfolio, require unanimous approval of quorum of the Member Designees’ Committee. Quorum is defined as (i) the presence of two members of
the Member Designees’ Committee; provided that at least one individual is present that was elected, designated or appointed by each of us and Pantheon; (ii) the presence of three members of the
Member Designees’ Committee, provided that the individual that was elected, designated or appointed by each of us or Pantheon, as the case may be, with only one individual present shall be
entitled to cast two votes on each matter; and (iii) the presence of four members of the Member Designees’ Committee shall constitute a quorum, provided that two individuals are present that
were elected, designated or appointed by each of us and Pantheon.
Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $225 million (reduced from $275.0 million on March 2, 2022) senior secured revolving
credit facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 255 basis points during the investment period, or the PSLF Credit Facility, with BNP Paribas,
subject to leverage and borrowing base restrictions.
In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is
secured by a diversified portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in
middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC.
of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC. transferred to PSLF 100% of the
Preferred Shares of PennantPark CLO IV, LLC. and 100% of the Subordinated Notes issued by PennantPark CLO IV, LLC.
Below is a summary of PSLF’s portfolio at fair value ($ in thousands):
81
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
($ in thousands)
Total investments
Weighted average cost yield on income producing investments
Number of portfolio companies in PSLF
Largest portfolio company investment at fair value
Total of five largest portfolio company investments at fair value
Below is a listing of PSLF’s individual investments as of September 30, 2022 ($ in thousands):
September 30, 2022
September 30, 2021
$
$
$
730,108
$
9.4 %
80
19,906
98,502
$
$
405,233
7.1 %
47
16,817
74,445
Maturity
Industry
Current
Coupon
Basis Point
Spread Above
Index
(1)
Par
Cost
Fair Value
(2)
Issuer Name
First Lien Secured Debt - 864.4%
Ad.net Acquisition, LLC
Alpine Acquisition Corp II
Altamira Technologies, LLC
American Insulated Glass, LLC
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)
Anteriad, LLC (f/k/a MeritDirect, LLC)
Any Hour Services
Apex Service Partners, LLC
Apex Service Partners, LLC Term Loan B
Apex Service Partners, LLC - Term Loan C
Applied Technical Services, LLC
Arcfield Acquisition Corp.
Beta Plus Technologies, Inc.
Blackhawk Industrial Distribution, Inc.
Broder Bros., Co.
Cartessa Aesthetics, LLC
CF512, Inc.
Connatix Buyer, Inc.
Dr. Squatch, LLC
DRI Holding Inc.
DRS Holdings III, Inc.
Duraco Specialty Tapes LLC
ECL Entertainment, LLC
ECM Industries, LLC
Exigo Intermediate II, LLC
Fairbanks Morse Defense
Global Holdings InterCo LLC
Graffiti Buyer, Inc.
Hancock Roofing and Construction L.L.C.
Holdco Sands Intermediate, LLC
HV Watterson Holdings, LLC
HW Holdco, LLC
Icon Partners III, LP
IDC Infusion Services, Inc.
IG Investments Holdings, LLC
Imagine Acquisitionco, LLC
Inception Fertility Ventures, LLC
Infolinks Media Buyco, LLC
Integrity Marketing Acquisition, LLC
K2 Pure Solutions NoCal, L.P.
LAV Gear Holdings, Inc.
Lash OpCo, LLC
Lightspeed Buyer Inc.
MAG DS Corp.
Magenta Buyer, LLC
Mars Acquisition Holdings Corp.
MBS Holdings, Inc.
Meadowlark Acquirer, LLC
Municipal Emergency Services, Inc.
NBH Group LLC
OIS Management Services, LLC
Owl Acquisition, LLC
Ox Two, LLC (New Issue)
PL Acquisitionco, LLC
PlayPower, Inc.
Quantic Electronics, LLC
Quantic Electronics, LLC - Unfunded Term Loan
Radius Aerospace, Inc.
Rancho Health MSO, Inc.
Reception Purchaser, LLC
Recteq, LLC
Research Now Group, LLC and Dynata, LLC
Riverpoint Medical, LLC
Riverside Assessments, LLC
Sales Benchmark Index LLC
Sargent & Greenleaf Inc.
Seaway Buyer, LLC
Signature Systems Holding Company
Solutionreach, Inc.
STV Group Incorporated
05/06/26
11/30/26
07/24/25
12/21/23
06/10/25
05/23/24
07/21/27
07/31/25
07/31/25
07/31/25
12/29/26
03/07/28
07/01/29
09/17/24
12/02/22
05/13/28
08/20/26
07/13/27
08/31/27
12/21/28
11/03/25
06/30/24
05/01/28
12/23/25
03/15/27
06/17/28
03/16/26
08/10/27
12/31/26
11/23/28
12/17/26
12/10/24
05/11/28
12/30/26
09/22/28
11/15/27
12/07/23
11/01/26
08/27/25
12/20/23
10/31/24
02/18/27
02/03/26
04/01/27
07/31/28
05/14/26
04/16/27
12/10/27
09/28/27
08/19/26
07/09/26
02/04/28
05/18/26
11/09/27
05/08/26
11/19/26
11/19/26
03/31/25
12/18/25
02/28/28
01/29/26
12/20/24
06/20/25
03/10/25
01/03/25
12/20/24
06/13/29
05/03/24
01/17/24
12/11/26
Media
Containers, Packaging and Glass
Aerospace and Defense
Building Materials
Media
Media
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Environmental Services
Aerospace and Defense
Business Services
Distribution
Personal, Food and Miscellaneous Services
Distribution
Media
Media
Personal and Non-Durable Consumer Products
Media
Consumer Products
Manufacturing / Basic Industries
Hotels, Motels, Inns and Gaming
Electronics
Business Services
Aerospace and Defense
Banking, Finance, Insurance & Real Estate
Distribution
Insurance
9.67 %
8.69 %
10.81 %
7.79 %
9.95 %
9.17 %
7.98 %
6.25 %
6.55 %
6.50 %
9.42 %
8.99 %
7.56 %
8.57 %
7.39 %
9.55 %
9.08 %
8.42 %
9.42 %
8.37 %
8.87 %
8.62 %
10.62 %
6.32 %
8.87 %
7.63 %
8.74 %
8.00 %
8.67 %
1M L+550
3M L+575
3M L+600 $ 4,938
9,975
3M L+800
871
3M L+550
19,90
6
14,10
4
15,16
8
9,942
6,569
3,323
7,607
8,822
11,94
3M L+550
3M L+575
3M L+575
3M L+550
3M L+600
3M L+500
3M L+575
1M L+525
3M L+600
3M L+600
3M L+600
3M L+575
1M L+550
3M L+475
3M L+575
3M L+600
3M L+575
3M L+500
3M L+600
1M L+575
6M L+475
3M L+600
3M L+550
1M L+575
Aerospace and Defense
10.17 %
1M L+800
9.67 %
6.00 %
6.87 %
10.20 %
9.45 %
6.91 %
9.96 %
9.42 %
9.21 %
11.12 %
9.95 %
11.17 %
8.87 %
9.17 %
7.87 %
8.62 %
8.56 %
9.17 %
7.25 %
7.80 %
9.45 %
8.41 %
8.32 %
9.62 %
9.17 %
9.92 %
0.00 %
9.46 %
7.75 %
9.13 %
9.92 %
8.84 %
7.74 %
9.95 %
9.67 %
7.15 %
7.90 %
10.17 %
8.87 %
8.37 %
3M L+600
3M L+700
3M L+475
3M L+750
1M L+575
3M L+625
3M L+550
1M L+550
3M L+575
3M L+550
3M L+500
1M L+650
3M L+475
3M L+550
3M L+500
1M L+625
3M L+575
3M L+575
3M L+550
3M L+575
3M L+600
3M L+550
1M L+650
1M L+575
1M L+525
1M L+600
3M L+625
3M L+600
1M L+450
SOFR+600
3M L+700
1M L+550
3M L+525
1M L+575
3M L+625
3M L+550
3M L+575
1M L+450
6M L+675
3M L+575
Business Services
Media
Auto Sector
Healthcare, Education and Childcare
Business Services
Business Services
Healthcare, Education and Childcare
Media
Insurance
Chemicals, Plastics and Rubber
Leisure, Amusement, Motion Pictures,
Entertainment
Consumer Products
Healthcare, Education and Childcare
Aerospace and Defense
Software
Media
Telecommunications
Business Services
Distribution
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Education
Distribution
Retail
Consumer Products
Aerospace and Defense
Aerospace and Defense
Aerospace and Defense
Healthcare, Education and Childcare
Transportation
Consumer Products
Business Services
Healthcare, Education and Childcare
Education
Business Services
Electronics
Chemicals, Plastics and Rubber
Chemicals, Plastics and Rubber
Communications
Transportation
82
$
$
4,938
9,785
864
19,867
13,968
15,084
9,934
6,502
3,298
7,607
8,725
11,721
14,700
17,772
9,937
17,131
2,958
9,029
6,427
2,526
15,063
8,008
4,558
2,761
9,817
754
7,313
1,939
6,835
19,535
15,045
14,303
2,001
17,154
4,388
5,534
19,545
6,428
19,866
14,316
2,129
19,708
12,119
5,128
2,946
7,861
7,326
2,926
4,102
7,426
5,210
3,874
4,911
8,489
2,487
3,342
-
12,657
5,180
4,904
9,718
14,440
3,172
9,872
6,779
5,082
14,794
11,879
11,352
12,031
4,900
9,576
841
19,906
13,892
15,168
9,743
6,536
3,307
7,569
8,602
11,701
14,700
17,596
9,937
17,194
2,940
8,819
6,338
2,489
14,658
7,944
4,489
2,689
9,726
740
7,013
1,895
6,733
19,516
14,721
14,257
1,705
16,617
4,428
5,495
19,800
6,428
19,754
14,438
2,088
19,526
11,944
5,069
2,826
7,880
7,332
2,953
3,923
7,505
5,257
3,890
4,863
8,419
2,309
3,335
(1 )
12,566
5,180
4,751
9,505
13,070
3,112
9,750
6,791
5,031
14,775
11,861
11,113
11,978
0
15,00
0
17,99
3
9,937
17,45
6
2,985
9,045
6,435
2,776
15,14
2
8,139
4,558
2,823
9,950
800
7,343
1,974
6,835
19,91
5
15,25
5
14,43
8
2,333
17,40
0
4,473
5,636
20,00
0
6,428
19,95
4
14,43
8
2,137
19,92
5
12,34
5
5,570
3,140
7,920
7,406
2,983
4,164
7,505
5,257
3,990
4,962
8,634
2,580
3,403
143
12,75
7
5,180
4,975
9,850
14,54
2
3,192
9,949
6,859
5,082
15,00
0
11,95
1
11,38
6
12,09
9
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
Issuer Name
Maturity
Industry
Current
Coupon
Basis Point
Spread Above
Index
(1)
Par
Cost
Fair Value
(2)
System Planning and Analysis, Inc. (f/k/a Management Consulting &
Research, LLC)
Teneo Holdings LLC
The Aegis Technologies Group, LLC
The Bluebird Group LLC
The Vertex Companies, LLC
TPC Canada Parent, Inc. and TPC US Parent, LLC
TVC Enterprises, LLC
TWS Acquisition Corporation
Tyto Athene, LLC
UBEO, LLC
Unique Indoor Comfort, LLC
Wildcat Buyerco, Inc.
Zips Car Wash, LLC
Total First Lien Secured Debt
Total Investments - 864.4%
Cash and Cash Equivalents - 50.9%
BlackRock Federal FD Institutional 30
Total Cash and Cash Equivalents
Total Investments and Cash Equivalents - 915.3%
Liabilities in Excess of Other Assets — (815.3)%
Members' Equity—100.0%
8/16/2027
7/18/2025
10/31/2025
7/27/2026
8/30/2027
11/24/2025
3/26/2026
6/16/2025
4/3/2028
4/3/2024
5/24/2027
2/27/2026
3/1/2024
Aerospace and Defense
Financial Services
Aerospace and Defense
Business Services
Business Services
Food
Transportation
Education
Aerospace and Defense
Printing and Publishing
Home and Office Furnishings, Housewares
Electronics
Business Services
8.73 %
7.73 %
9.67 %
10.67 %
8.62 %
7.78 %
8.87 %
8.76 %
7.76 %
8.17 %
8.95 %
9.45 %
10.24 %
SOFR+600
3M L+525
3M L+600
3M L+650
3M L+550
3M L+525
3M L+600
3M L+625
3M L+550
3M L+450
3M L+525
SOFR+575
3M L+725
16,128
3,474
11,208
5,502
4,531
5,536
17,381
7,949
12,064
4,674
9,975
11,506
19,998
15,785
3,435
11,102
5,549
4,485
5,392
17,244
7,917
11,938
4,657
9,840
11,420
19,673
15,870
3,271
11,096
5,557
4,509
5,370
16,946
7,910
11,208
4,604
9,755
11,110
19,498
738,219
730,108
42,966
42,966
781,185
$
42,966
42,966
773,073
(688,612 )
84,462
$
$
1.
2.
3.
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used.
The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L,
or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
Valued based on PSLF’s accounting policy.
83
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
Below is a listing of PSLF’s individual investments as of September 30, 2021 ($ in thousands):
Issuer Name
First Lien Secured Debt - 595.6%
Ad.net Acquisition, LLC
Altamira Technologies, LLC
American Insulated Glass, LLC
Any Hour Services
Apex Service Partners, LLC
Apex Service Partners, LLC Term Loan B
Applied Technical Services, LLC
Bottom Line Systems, LLC
Crash Champions, LLC
DRS Holdings III, Inc.
ECL Entertainment, LLC
ECM Industries, LLC
Global Holdings InterCo LLC
Hancock Roofing and Construction L.L.C.
Holdco Sands Intermediate, LLC
HW Holdco, LLC
IMIA Holdings, Inc.
Integrity Marketing Acquisition, LLC
Juniper Landscaping of Florida, LLC
K2 Pure Solutions NoCal, L.P.
LAV Gear Holdings, Inc.
Lightspeed Buyer Inc.
Lombart Brothers, Inc.
MAG DS Corp.
Mars Acquisition Holdings Corp.
MBS Holdings, Inc.
MeritDirect, LLC
PlayPower, Inc.
Radius Aerospace, Inc.
Rancho Health MSO, Inc.
Recteq, LLC
Research Now Group, LLC and Dynata, LLC
Riverpoint Medical, LLC
Sales Benchmark Index LLC
Sargent & Greenleaf Inc.
Signature Systems Holding Company
Solutionreach, Inc.
STV Group Incorporated
TAC LifePort Purchaser, LLC
TeleGuam Holdings, LLC
Teneo Holdings LLC
TPC Canada Parent, Inc. and TPC US Parent, LLC
TVC Enterprises, LLC
TWS Acquisition Corporation
Tyto Athene, LLC
UBEO, LLC
Vision Purchaser Corporation
Wildcat Buyerco, Inc.
Total First Lien Secured Debt
Cash and Cash Equivalents—16.2%
BlackRock Federal FD Institutional 30
US Bank Cash
Total Cash and Cash Equivalents
Total Investments and Cash Equivalents—611.8%
Liabilities in Excess of Other Assets—(511.8)%
Members' Equity—100.0%
Maturity
Industry
Current
Coupon
Basis Point
Spread Above
Index
(1)
Par
Cost
Fair Value
(2)
05/06/26
07/24/25
12/21/23
07/21/27
07/31/25
07/31/25
12/29/26
02/13/23
08/05/25
11/03/25
03/31/28
12/23/25
03/16/26
12/31/26
12/19/25
12/10/24
04/09/27
08/27/25
12/22/21
12/20/23
10/31/24
02/03/26
04/13/23
04/01/27
05/14/26
04/16/27
05/23/24
05/08/26
03/31/25
12/18/25
01/29/26
12/20/24
06/20/25
01/03/25
12/20/24
05/03/24
01/17/24
12/11/26
03/01/26
11/20/25
07/18/25
11/24/25
03/26/26
06/16/25
04/03/28
04/03/24
06/10/25
02/27/26
Media
Aerospace and Defense
Building Materials
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Personal, Food and Miscellaneous Services
Environmental Services
Healthcare, Education and Childcare
Auto Sector
Consumer Products
Hotels, Motels, Inns and Gaming
Electronics
Banking, Finance, Insurance & Real Estate
Insurance
Aerospace and Defense
Media
Aerospace and Defense
Insurance
Personal, Food and Miscellaneous Services
Chemicals, Plastics and Rubber
Leisure, Amusement, Motion Pictures, Entertainment
Healthcare, Education and Childcare
Healthcare, Education and Childcare
Aerospace and Defense
Media
Telecommunications
Media
Consumer Products
Aerospace and Defense
Healthcare, Education and Childcare
Consumer Products
Business Services
Healthcare, Education and Childcare
Business Services
Electronics
Chemicals, Plastics and Rubber
Communications
Transportation
Aerospace and Defense
Telecommunications
Financial Services
Food
Transportation
Education
Aerospace and Defense
Printing and Publishing
Media
Electronics
7.00%
8.00%
6.50%
6.75%
6.25%
6.55%
6.75%
6.25%
6.00%
7.25%
8.25%
5.50%
7.00%
6.00%
7.50%
5.50%
6.75%
6.50%
6.50%
8.00%
8.50%
6.75%
7.25%
6.50%
6.50%
6.75%
6.50%
5.65%
6.75%
6.75%
7.00%
6.50%
5.50%
7.75%
7.00%
8.50%
6.75%
5.33%
7.00%
5.50%
6.25%
6.25%
6.75%
7.25%
6.25%
5.50%
7.75%
6.00%
$
3M L + 600
3M L+700
3M L+550
1M L+525
1M L+550
—
3M L+575
1M L+550
1M L+525
1M L+625
3M L+750
3M L+450
3M L+600
3M L+500
3M L+600
3M L+450
3M L+600
3M L+550
3M L+550
1M L+700
3M L+750
1M L+550
1M L+825
1M L+550
1M L+575
3M L+550
3M L+550
3M L+575
3M L+600
3M L+550
3M L+450
3M L+600
1M L+550
3M L+750
3M L+575
1M L+525
1M L+600
1M L+450
1M L+525
3M L+525
1M L+575
1M L+625
3M L+550
3M L+450
1M L+675
1M L+500
3M L+675
3M L+500
$
4,988
921
14,625
6,500
6,569
3,347
7,444
13,729
5,985
13,428
4,604
2,827
7,463
5,955
12,071
14,588
9,059
7,868
9,420
14,588
2,120
12,472
16,817
5,837
8,000
7,481
13,386
3,805
13,335
5,232
9,950
14,695
3,246
7,632
5,232
13,500
11,882
12,099
4,967
4,593
2,997
5,593
12,773
9,648
9,950
4,710
14,249
7,425
$
4,920
912
14,481
6,378
6,518
3,313
7,336
13,674
5,873
13,335
4,560
2,805
7,360
5,819
11,934
14,499
8,890
7,803
9,420
14,479
2,107
12,273
16,729
5,581
7,852
7,338
13,272
3,778
13,202
5,140
9,775
14,602
3,217
7,526
5,181
13,397
11,758
12,003
4,891
4,558
2,884
5,537
12,643
9,515
9,853
4,676
14,056
7,360
4,913
864
14,479
6,370
6,504
3,313
7,295
13,729
5,865
13,334
4,707
2,770
7,425
5,895
12,010
14,442
8,878
7,829
9,420
14,199
1,987
12,472
16,817
5,253
7,920
7,332
13,252
3,736
13,068
5,232
9,851
14,508
3,206
7,442
5,232
13,365
11,882
12,038
4,966
4,547
2,981
5,425
12,773
9,648
9,950
4,687
14,035
7,388
409,602
405,009
11,013
—
11,013
416,023
$
$
$
405,232
11,013
—
11,013
416,246
(348,213 )
68,032
(1)
(2)
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in
the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at
the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
Valued based on PSLF’s accounting policy.
84
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
Below is the consolidated statements of assets and liabilities for PSLF ($ in thousands):
September 30, 2022
September 30, 2021
Assets
Investments at fair value (cost—$738,219 and $405,009, respectively)
Cash and cash equivalents (cost—$42,966 and $11,013, respectively)
Receivable for investments sold
Interest receivable
Prepaid expenses and other assets
Total assets
Liabilities
Credit facility payable
2034 Asset-backed debt, net (par—$246,000)
Notes payable to members
Payable for investments purchased
Interest payable on credit facility and asset backed debt
Distribution payable to Members
Interest payable on notes to members
Accrued expenses
Total liabilities
Commitments and contingencies (See Note 11)
Members' equity
Total liabilities and members' equity
*For the years ended of September 30, 2022 and 2021, PSLF did not have any unfunded commitments to fund investments.
Below are the consolidated statements of operations for PSLF ($ in thousands):
$
$
$
730,108
42,966
3,870
2,970
1,373
781,287
257,600
243,896
145,472
37,658
4,676
4,000
2,703
820
696,825
84,462
781,287
$
Investment income:
Interest
Other income
Total investment income
Expenses:
Interest expense on credit facility and asset-backed debt
Interest expense on notes to members
Administrative services expenses
General and administrative expenses
Total expenses
Net investment income
Realized and unrealized gain (loss) on investments:
Net realized gain on investments
Net change in unrealized appreciation (depreciation) on investments
Net realized and unrealized gain (loss) from investments
Net increase (decrease) in members' equity resulting from operations
* No management or incentive fees are payable by PSLF
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
2022
2021
$
$
$
37,905
246
38,151
11,023
11,692
1,171
447
24,333
13,818
376
(8,334 )
(7,958 )
5,860
$
405,233
11,013
—
1,175
—
417,421
224,000
—
106,041
12,793
1,499
2,800
1,644
612
349,389
68,032
417,421
27,489
1,803
29,292
6,284
9,533
1,172
447
17,436
11,856
545
4,880
5,425
17,281
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the
principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of
unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or
unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable
inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active
and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our
investments, our Truist Credit Facility and our SBA debentures are classified as Level 3. Our 2024 Notes are classified as Level 1, and our 2026 Notes and 2026 Notes-2 are classified as Level 2,
as they are financial instruments with readily observable market inputs. Due to the inherent uncertainty of determining the
85
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the
result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-
binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available.
Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable orderly market-based transactions for the same or similar
assets or other relevant observable market-based inputs that may be used in pricing an asset.
Our investments are generally structured as debt and equity investments in the form of first lien secured debt, second lien secured debt, subordinated debt and equity investments. The
transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by our Investment Adviser and independent valuation firms are based on an
assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based
information including comparable transactions, performance multiples and yields, among other factors. These non-public investments valued using unobservable inputs are included in Level 3 of
the fair value hierarchy.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial
assets or liabilities.
In addition to using the above inputs to value cash equivalents, investments, our SBA debentures, our 2024 Notes, our 2026 Notes, our 2026-2 Notes and our Truist Credit Facility, we
employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in
which our investments are trading, in determining fair value. See Note 2.
As outlined in the table below, some of our Level 3 investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids
include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Investment Adviser assesses the source
and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such bids do not reflect the fair value of an investment, it may independently value
such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. In accordance with ASC 820, we do not categorize any
investments for which fair value is measured using the net asset value per share within the fair value hierarchy.
The remainder of our investment portfolio and our long-term Truist Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to
investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as relevant, the
nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business,
comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated
by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment
and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy.
Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and
prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an
investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an
increase in an earnings before interest, taxes, depreciation and amortization, or EBITDA, multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA
multiple will have the opposite effect.
Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes ($ in thousands):
Asset Category
First lien
First lien
First lien
Second lien
Second lien
Second lien
Subordinated debt / corporate notes
Equity
Equity
Total Level 3 investments
Truist Credit Facility
$
$
$
Fair value at
September 30, 2022
44,530
569,488
16,946
21,600
108,336
—
141,265
215,131
42,031
1,159,327
376,687
(1)
(2)
The weighted averages disclosed in the table above were weighted by their relative fair value.
DLOM is defined as discount for lack of marketability
Valuation Technique
Market Comparable
Market Comparable
Market Comparable
Market Comparable
Market Comparable
Enterprise Market Value
Market Comparable
Enterprise Market Value
Enterprise Market Value
Unobservable Input
Broker/Dealer bids or quotes
Market yield
EBITDA multiple
Broker/Dealer bids or quotes
Market yield
EBITDA multiple
Market yield
EBITDA multiple
DLOM
(2)
(1)
Range of Input
(Weighted Average)
N/A
7.0% - 20.2% (10.8%)
14.0x
N/A
13.3% - 17.0% (14.4%)
6.0x
10.8% - 17.2% (12.3%)
3.3x - 21.4x (9.1x)
11.8%
Market Comparable
Market yield
2.4%
86
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
Asset Category
First lien
First lien
Second lien
Second lien
Second lien
Subordinated debt / corporate notes
Equity
Equity
Equity
Total Level 3 investments
Truist Credit Facility
$
$
$
Fair value at
September 30, 2021
90,266
462,264
39,298
126,509
11,087
121,170
278,486
60,808
21,133
1,211,021
314,813
(1)
(2)
The weighted averages disclosed in the table above were weighted by their relative fair value.
DLOM is defined as discount for lack of marketability
Valuation Technique
Market Comparable
Market Comparable
Market Comparable
Market Comparable
Enterprise Market Value
Market Comparable
Enterprise Market Value
Enterprise Market Value
Market Comparable
Unobservable Input
Broker/Dealer bids or quotes
Market yield
Broker/Dealer bids or quotes
Market yield
EBITDA multiple
Market yield
EBITDA multiple
DLOM
Market yield
(2)
(1)
Range of Input
(Weighted Average)
N/A
6.1% – 13.1% (8.1%)
N/A
10.3% – 11.5% (10.7%)
5.4x
9.6% – 17.1% (12.5%)
2.6x – 18.5x (8.5x)
9.3%
20.4%
Market Comparable
Market yield
2.4%
Our investments, cash and cash equivalents, Credit Facility, SBA debentures, 2024 Notes, 2026 Notes and 2026 Notes-2 were categorized as follows in the fair value hierarchy ($ in
thousands):
Description
Debt investments
Equity investments
Total investments
Cash and cash equivalents
Total investments and cash and cash equivalents
Truist Credit Facility
SBA Debentures
2026 Notes
2026-2 Notes
(2)
(2)
(2)
Total debt
Fair Value
Level 1
Level 2
Level 3
Measured at Net
Asset Value
(1)
Fair Value at September 30, 2022
$
$
$
$
902,165
324,136
1,226,301
52,666
1,278,967
376,687
19,686
146,767
161,373
704,513
$
$
$
$
—
304
304
52,666
52,970
—
—
—
—
—
$
$
$
$
—
—
—
—
—
—
—
146,767
161,373
308,140
$
$
$
$
902,165
257,162
1,159,327
—
1,159,327
376,687
19,686
—
—
396,373
$
$
$
$
—
66,670
66,670
—
66,670
—
—
—
—
—
(1)
(2)
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF is measured using the net asset value per share (or its equivalent) as a practical expedient for fair
value, and thus has not been classified in the fair value hierarchy.
We elected not to apply ASC 825-10 to the SBA debentures or the 2024 Notes, the 2026 Notes, and the 2026 Notes-2 and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying
value. As of September 30, 2022, the carrying value of the SBA debentures approximates the fair value.
Description
Debt investments
Equity investments
Total investments
Cash and cash equivalents
Total investments and cash and cash equivalents
Truist Credit Facility
SBA Debentures
2024 Notes
2026 Notes
(2)
(2)
(2)
Total debt
Fair Value
Level 1
Level 2
Level 3
Measured at Net
Asset Value
(1)
Fair Value at September 30, 2021
$
$
$
$
850,593
404,697
1,255,290
20,357
1,275,647
314,813
62,159
84,503
145,865
607,340
$
$
$
$
—
3,109
3,109
20,357
23,466
—
—
84,503
—
84,503
$
$
$
$
—
—
—
—
—
—
—
—
145,865
145,865
$
$
$
$
850,593
360,428
1,211,021
—
1,211,021
314,813
62,159
—
—
376,972
$
$
$
$
—
41,160
41,160
—
41,160
—
—
—
—
—
(1)
(2)
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF is measured using the net asset value per share (or its equivalent) as a practical expedient for fair
value, and thus has not been classified in the fair value hierarchy.
We elected not to apply ASC 825-10 to the SBA debentures or the 2024 Notes, the 2026 Notes, and the 2026 Notes-2 and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying
value. As of September 30, 2022, the carrying value of the SBA debentures approximates the fair value.
87
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
The tables below show a reconciliation of the beginning and ending balances for investments measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
Description
Beginning Balance
Net realized gain (loss)
Net change in unrealized depreciation
Purchases, PIK interest, net discount accretion and non-cash exchanges
Sales, repayments and non-cash exchanges
Transfers in to / out of Level 3
Ending Balance
Net change in unrealized depreciation reported within the net change in unrealized
depreciation on investments in our Consolidated Statements of Operations
attributable to our Level 3 assets still held at the reporting date.
Description
Beginning Balance
Net realized gain (loss)
Net change in unrealized depreciation
Purchases, PIK interest, net discount accretion and non-cash exchanges
Sales, repayments and non-cash exchanges
Transfers in to / out of Level 3
Ending Balance
Net change in unrealized depreciation reported within the net change in unrealized
depreciation on investments in our Consolidated Statements of Operations
attributable to our Level 3 assets still held at the reporting date.
Debt
investments
Year Ended September 30, 2022
Equity
investments
Totals
$
850,593
(10,262 )
(38,617 )
870,284
(769,833 )
—
902,165
$
$
360,427
54,065
(65,743 )
86,821
(178,408 )
—
257,162
$
1,211,020
43,803
(104,360 )
957,105
(948,241 )
—
1,159,327
(33,393 ) $
(66,254 ) $
(99,647 )
$
$
$
Debt
investments
Year Ended September 30, 2021
Equity
investments
Totals
$
773,426
$
(2,770 )
32,159
414,127
(366,349 )
—
850,593
$
$
270,754
32,723
79,804
45,270
(68,124 )
—
360,427
$
1,044,180
29,953
111,963
459,397
(434,473 )
—
1,211,020
29,959
$
85,913
$
115,872
$
$
The table below shows a reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
Long-Term Credit Facility
Beginning Balance (cost – $316,545 and $388,252, respectively)
(1)
Net change in unrealized (depreciation) appreciation included in earnings
Borrowings
Repayments
Transfers in and/or out of Level 3
(1)
Ending Balance (cost – $385,920 and $316,545, respectively)
Temporary draws outstanding, at cost
Ending Balance (cost – $385,920 and $316,545, respectively)
(1)
Excludes temporary draws.
Years Ended September 30,
2022
2021
$
$
$
314,813
$
(7,501 )
860,841
(791,466 )
—
376,687
—
376,687
$
$
360,702
17,818
310,312
(374,019 )
—
314,813
—
314,813
As of September 30, 2022, we had outstanding non-U.S. dollar borrowings on our Truist Credit Facility. Net change in fair value on foreign currency translation on outstanding
borrowings is listed below (£ and $ in thousands):
Foreign Currency
British Pound
Amount Borrowed
Borrowing Cost
Current Value
£
36,000
$
49,420
$
40,187
Reset Date
December 31, 2022
$
Change in Fair Value
(9,233 )
As of September 30, 2021, we had outstanding non-U.S. dollar borrowings on our Truist Credit Facility. Net change in fair value on foreign currency translation on outstanding
borrowings is listed below (£ and $ in thousands):
Foreign Currency
British Pound
Amount Borrowed
Borrowing Cost
Current Value
£
29,000
$
40,045
$
39,102
Reset Date
December 17, 2021
$
Change in Fair Value
(943 )
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC
825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to
88
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
apply ASC 825-10 to our Truist Credit Facility. We elected to use the fair value option for the Truist Credit Facility to align the measurement attributes of both our assets and liabilities while
mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of $5.1 million, zero, and zero relating to
amendment costs on the Truist Credit Facility during the years ended September 30, 2022, 2021, and 2020, respectively. ASC 825-10 establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of
a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and
Liabilities and changes in fair value of the Truist Credit Facility are reported in our Consolidated Statements of Operations. We did not elect to apply ASC 825-10 to any other financial assets or
liabilities, including the 2024 Notes, the 2026 Notes, the 2026 Notes-2 and the SBA debentures.
For the year ended September 30, 2022, the Truist Credit Facility had a net change in unrealized depreciation of $7.5 million. For the year ended September 30, 2021 and 2020, the Truist
Credit Facility had a net change in unrealized appreciation of $17.8 million, For the year ended September 30, 2020, the Truist Credit Facility had a net change in unrealized depreciation of
$12.3 million. As of September 30, 2022, the net unrealized depreciation on Truist Credit Facility totaled $9.2 million. As of September 30, 2021, the net unrealized depreciation on Truist Credit
Facility totaled $1.7 million. We use an independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that our board of
directors uses to value our investments.
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of 5% or more of its voting securities. A portfolio company is generally presumed to be a non-controlled
affiliate when we own at least 5% but 25% or less of its voting securities and a controlled affiliate when we own more than 25% of its voting securities. Transactions related to our funded
investments with both controlled and non-controlled affiliates for the year ended September 30, 2022 were as follows ($ in thousands):
Name of Investment
Controlled Affiliates
AKW Holdings Limited
Mailsouth Inc.
PennantPark Senior Loan Fund, LLC
*
PT Networks, LLC
RAM Energy LLC
(3)
(2)
Total Controlled Affiliates
Non-Controlled Affiliates
Cascade Environmental Holdings,
LLC
ETX Energy, LLC
JF International
MidOcean JF Holdings
Corp.
Total Non-Controlled Affiliates
Total Controlled and Non-
Controlled
Affiliates
Fair Value at
September 30, 2021
Gross
Additions
(1)
Gross
Reductions
Net Change in
Appreciation /
(Depreciation)
Fair Value at
September 30, 2022
Interest
Income
PIK
Income
Dividend
Income
Net
Realized
Gains
(Losses)
$
$
$
$
$
41,379
22,100
$
10,403
1,296
$
—
—
$
$
(5,787 ) $
(23,396 ) $
$
45,995
—
3,512
—
$ —
1,309
$
$
—
—
—
—
105,314
134,125
81,710
384,628
64,292
—
—
$
$
50,161
114,453
$
39,325
9,917
—
60,941
34,201
—
1,969
—
36,170
$
$
$
—
$
(234,974 ) $
$
—
(234,974 ) $
(61,168 )
(38,541 )
—
(40,182 )
(139,891 ) $
(5,530 ) $
90,932
$
(7,428 ) $
$
48,791
(4,534 ) $
38,541
—
(9,979 )
24,028
$
139,109
—
74,282
259,386
32,791
-
1,969
$
$
7,074
—
—
10,586
—
2,674
—
$ 3,983
1,361
—
—
$ —
—
—
$
$
—
34,760
$
—
1,361
—
$ —
$
9,075
—
—
9,075
—
—
—
—
—
$
$
$
—
140,898
—
140,898
(28,208 )
(37,447 )
—
—
(65,655 )
499,081
$
97,111
$
(374,865 ) $
72,819
$
294,146
$
11,947
$ 3,983
$
9,075
$
75,243
(1)
(2)
(3)
Includes PIK.
Cascade Environmental Holdings, LLC became a controlled affiliate during the year ended September 30, 2022.
On February 14, 2022, we disposed of our equity interests in PT Networks, LLC.
We and Pantheon are the members of PSLF, a joint venture formed as a Delaware limited liability company that is not consolidated by us for financial reporting purposes. The members of PSLF make investments in the PSLF in the
form of subordinated debt and equity interests, and all portfolio and other material decision regarding PSLF must be submitted to PSFL’s board of directors or investment committee, both of which are comprised of two members
appointed by each of us and Pantheon. Because management of PSLF is shared equally between us and Pantheon, we do not believe we control PSLF for purposes of the 1940 Act or otherwise.
7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of basic and diluted per share net increase in net assets resulting from operations ($ in thousands, except per share data):
Numerator for net increase (decrease) in net assets resulting from operations
Denominator for basic and diluted weighted average shares
Basic and diluted net increase (decrease) in net assets per share resulting from operations
2022
Years Ended September 30,
2021
(24,740 ) $
66,254,150
(0.37 ) $
166,617
67,045,105
2.49
$
$
$
$
2020
(15,970 )
67,045,105
(0.24 )
89
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
8. TAXES AND DISTRIBUTIONS
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal tax regulations, which may materially differ from amounts
determined in accordance with GAAP. These book-to-tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are reclassified to
undistributed net investment income, accumulated net realized gain or paid-in-capital, as appropriate. Distributions from net realized capital gains, if any, are normally declared and paid annually,
but the Company may make distributions on a more frequent basis to comply with the distribution requirements for RICs under the Code.
As of September 30, 2022 and 2021, the cost of investments for federal income tax purposes approximates the amortized cost reported in the Consolidated Schedule of Investments.
The following amounts were reclassified for tax purposes ($ in thousands):
Decrease in paid-in capital
Increase (Decrease) in accumulated net realized gain
Increase in undistributed net investment income
2022
$
Years Ended September 30,
2021
2020
(25,577 ) $
18,347
7,230
(632 ) $
(1,773 )
2,406
(567 )
(1,806 )
2,373
90
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
The following reconciles net (decrease) increase in net assets resulting from operations to taxable income ($ in thousands):
Net increase (decrease) in net assets resulting from operations
Net realized (gain) loss on investments
Net change in unrealized (appreciation) depreciation on investments and debt
Other book-to-tax differences
Other non-deductible expenses
Taxable income before dividends paid deduction
$
$
(24,740 )
(34,756 )
103,439
9,490
3,691
57,124
$
$
166,617
(30,021 )
(100,120 )
(5,333 )
2,647
33,790
$
$
2022
Years Ended September 30,
2021
2020
The components of undistributed taxable income on a tax basis and reconciliation to accumulated deficit on a book basis are as follows:
Undistributed net investment income – tax basis
Short-term realized loss carried forward
Long-term realized loss carried forward
Distributions payable and other book to tax differences
Net unrealized appreciation (depreciation) on investments and debt
Total accumulated deficit – book basis
The tax characteristics of distributions declared are as follows:
Ordinary income (including short-term gains, if any)
Long-term capital gain
Total distributions
Total distributions declared per share
9. CASH AND CASH EQUIVALENTS
$
$
$
$
$
2022
As of September 30,
2021
2020
$
46,283
(2,065 )
(103,119 ) $
(37,103 )
(66,665 )
(162,669 ) $
$
23,560
(1,578 )
(165,037 ) $
(15,368 )
31,507
(126,916 ) $
2022
Years Ended September 30,
2021
2020
36,590
—
36,590
0.56
$
$
$
32,182
—
32,182
0.48
$
$
$
40,227
—
40,227
0.60
Cash equivalents represent cash in money market funds pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills
(of varying maturities), repurchase agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with original maturities of 90 days or less are
deemed cash equivalents and are included in the Consolidated Schedule of Investments. At the end of each fiscal quarter, we may take proactive steps to preserve investment flexibility for the
next quarter by investing in cash equivalents, which is dependent upon the composition of our total assets at quarter-end. We may accomplish this in several ways, including purchasing U.S.
Treasury Bills and closing out positions on a net cash basis after quarter-end, temporarily drawing down on the Truist Credit Facility, or utilizing repurchase agreements or other balance sheet
transactions as are deemed appropriate for this purpose. These amounts are excluded from average adjusted gross assets for purposes of computing the Investment Adviser’s management fee.
U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued consistent with our valuation policy. As of September 30, 2022 and 2021, cash and cash equivalents
consisted of money market funds in the amounts of $52.7 million and $20.4 million at fair value, respectively.
91
(15,970 )
20,827
33,873
1,752
2,838
43,320
21,934
(2,528 )
(198,741 )
(18,407 )
(64,241 )
(261,983 )
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
10. FINANCIAL HIGHLIGHTS
Below are the financial highlights for each of the years ended September 30 ($in thousands, except per share data):
(1)
(1)
Per Share Data:
Net asset value, beginning of year
Net investment income
Net realized and unrealized (loss) gain
Net (decrease) increase in net assets resulting from operations
(1), (2)
Distributions to stockholders
Distribution of net investment income
Distribution of realized gains
Total distributions to stockholders
Repurchase of common stock
Net asset value, end of year
(1)
(1)
Per share market value, end of year
(3)
Total return
Shares outstanding at end of year
(5)
(4), (6)
Ratios / Supplemental Data:
Ratio of operating expenses to average net assets
Ratio of interest and expenses on debt to average net assets
Ratio of total expenses to average net assets
Ratio of net investment income to average net assets
Net assets at end of year
Weighted average debt outstanding
Weighted average debt per share
Asset coverage per unit
Average market value per unit
Portfolio turnover ratio
(9), (10)
(1), (7)
(5), (6)
(8)
(7)
(5)
$
$
$
$
$
$
$
$
2022
2021
2020
2019
2018
$
9.85
0.66
(1.03 )
(0.37 )
$
7.84
0.54
1.94
2.49
$
8.68
0.58
(0.82 )
(0.24 )
$
9.11
0.66
(0.42 )
0.24
(0.56 )
—
(0.56 )
0.06
8.98
5.46
$
$
(0.48 )
—
(0.48 )
—
9.85
6.49
$
$
(0.60 )
—
(0.60 )
—
7.84
3.19
$
$
(0.72 )
—
(0.72 )
0.05
8.68
6.27
$
$
9.10
0.75
(0.07 )
0.68
(0.72 )
—
(0.72 )
0.05
9.11
7.46
(8.42 )%
120.98 %
(39.62 )%
(6.28 )%
9.70 %
65,224,500
67,045,105
67,045,105
67,045,105
69,053,958
4.17 %
5.19 %
9.36 %
6.74 %
585,565
695,267
10.49
1,855
—
70.41 %
$
$
$
$
$
3.74 %
3.73 %
7.47 %
6.04 %
660,144
649,666
9.69
2,208
25.13
37.74 %
$
$
$
$
$
4.91 %
6.22 %
11.13 %
7.01 %
525,709
794,641
11.85
2,078
23.47
12.74 %
$
$
$
$
$
4.83 %
6.29 %
11.12 %
7.35 %
581,906
638,424
9.43
2,066
24.87
35.44 %
$
$
$
$
$
4.99 %
3.54 %
8.53 %
8.28 %
628,902
504,964
7.14
2,919
—
56.51 %
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Based on the weighted average shares outstanding for the respective periods.
The tax status of distributions is calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP, and reported on Form 1099-DIV each calendar year.
Based on the change in market price per share during the period and assumes distributions, if any, are reinvested.
Excludes debt related costs.
Includes interest and expenses on debt (annualized) as well as Truist Credit Facility amendment and debt issuance costs, if any (not annualized).
For the years ended September 30, 2020, 2019 and 2018, the ratio of operating expenses to average net assets before the waiver of certain Management Fees to average net assets was 4.65%, 5.26% and 5.21% , respectively, and the
ratio of total expenses to average net assets before the waiver of certain Management Fees to average net assets was 9.12%, 11.48% and 8.75%, respectively.
Includes SBA debentures outstanding.
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by the senior securities
representing indebtedness at par (changed from fair value). This asset coverage ratio is multiplied by $1,000 to determine the asset coverage per unit. These amounts exclude SBA debentures from our asset coverage per unit
computation pursuant to exemptive relief received from the SEC in June 2011.
The average market value per unit is derived based on the monthly average closing price of the 2025 Notes trading on NYSE under the symbol “PNTA,” which were issued in increments of $25 per unit. On June 29, 2017, the 2025
Notes were redeemed in full and no amounts were outstanding as of September 30, 2020, 2019 or 2018.
The average market value per unit is derived based on the daily closing price of the 2024 Notes trading on The Nasdaq Global Select Market under the symbol “PNNTG,” which were issued in increments of $25 per unit and
commenced trading on September 30, 2019. The 2024 Notes were redeemed in full on November 13, 2021 and no amounts were outstanding as of September 30, 2022.
11. DEBT
The annualized weighted average cost of debt for the years ended September 30, 2022, 2021 and 2020, inclusive of the fee on the undrawn commitment and amendment costs on the
Truist Credit Facility and amortized upfront fees on SBA debentures, 2024 Notes, 2026 Notes and 2026 Notes-2, was 4.8%, 3.5%, and 4.0%, respectively. As of September 30, 2022, in
accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with the 150% asset coverage ratio requirement after such
borrowing, excluding SBA debentures, pursuant to exemptive relief from the SEC received in June 2011.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated
Appropriations Act of 2018 (which includes the Small Business Credit Availability Act, or SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage
requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to
compliance with certain disclosure requirements. As of September 30, 2022 and 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 186% and 221%, respectively.
92
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
Truist Credit Facility
As of September 30, 2022, we had the multi-currency Truist Credit Facility for up to $500.0 million (increased from $465.0 million in July 2022), which may be further increased up to
$750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, Regions Bank, acting as an additional multicurrency lender, and
JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of September 30, 2022 and 2021, we had $385.9 million and $316.5 million, respectively, in outstanding borrowings
under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 4.8% and 2.4%, respectively, exclusive of the fee on undrawn commitment, as of September 30,
2022 and 2021. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 for $475.0 million out of the total $500.0 million commitments (with the revolving
period with respect to the remaining $25.0 million of commitments expiring on September 4, 2023 and the related obligations maturing on September 4, 2024) and pricing set at 235 basis points
over SOFR (or an alternative risk-free floating interest rate index). As of September 30, 2022 and 2021, we had $114.1 million and $118.5 million of unused borrowing capacity under the Truist
Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets excluding assets held by SBIC II. As of
September 30, 2022, we were in compliance with the terms of the Truist Credit Facility.
SBA Debentures
SBIC II is able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to customary regulatory requirements including
an examination by the SBA. We have funded SBIC II with $75.0 million of equity capital and it had SBA debentures outstanding of $20.0 million and $63.5 million as of September 30, 2022 and
2021, respectively. SBA debentures are non-recourse to us and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as
pooling, at a market-driven spread over 10-year U.S. Treasury Notes. Under current SBA regulations, a SBIC may individually borrow to a maximum of $175.0 million, which is up to twice its
potential regulatory capital, and as part of a group of SBICs under common control may borrow a maximum of $350 million in the aggregate.
As of both September 30, 2022 and 2021, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During the years ended September 30, 2022 and 2021,
$43.5 million and $55.0 million in SBA debentures were repaid, respectively. As of September 30, 2022 and 2021, the unamortized fees on the SBA debentures were $0.3 million and $1.3
million, respectively. The SBA debentures’ upfront fees of 3.4% consist of a commitment fee of 1.0% and an issuance discount of 2.4%, which are being amortized.
Our fixed-rate SBA debentures were as follows ($in thousands):
Issuance Dates
Maturity
Fixed All-in Coupon Rate
(1)
September 20, 2017
Weighted Average Rate / Total
September 1, 2027
2.9
2.9 %
Issuance Dates
Maturity
Fixed All-in Coupon Rate
(1)
September 20, 2017
March 21, 2018
Weighted Average Rate / Total
(1)
Excluding 3.4% of upfront fees.
September 1, 2027
March 1, 2028
2.9
3.5
3.5 %
As of September 30, 2022
Principal Balance
As of September 30, 2021
Principal Balance
20,000
20,000
27,500
36,000
63,500
$
$
The SBIC program is designed to stimulate the flow of capital into eligible businesses. Under SBA regulations, SBIC II is subject to regulatory requirements, including making
investments in SBA eligible businesses, investing at least 25% of regulatory capital in eligible smaller businesses, as defined under the 1958 Act, placing certain limitations on the financing terms
of investments, prohibiting investment in certain industries and requiring capitalization thresholds that limit distributions to us, and are subject to periodic audits and examinations of its financial
statements that are prepared on a basis of accounting other than GAAP (for example, fair value, as defined under ASC 820, is not required to be used for assets or liabilities for such compliance
reporting).
2024 Notes
As of September 30, 2022 and 2021, we had zero and $86.3 million in aggregate principal amount of 2024 Notes outstanding, respectively. The 2024 Notes were redeemed on November
13, 2021 at a redemption price of $25.00 per 2024 Note, plus accrued and unpaid interest to November 13, 2021, pursuant to the indenture governing the 2024 Notes. Interest on the 2024 Notes
was paid quarterly on January 15, April 15, July 15 and October 15, at a rate of 5.5% per year.
2026 Notes
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on
May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option
subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our
existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets
securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not
intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
2026 Notes-2
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.4%. Interest on the 2026 Notes-2 is paid semi-
annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part
at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment
with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of
the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
93
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2022
12. COMMITMENTS AND CONTINGENCIES
From time to time, we, the Investment Adviser or the Administrator may be a party to legal proceedings, including proceedings relating to the enforcement of our rights under contracts
with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our
financial condition or results of operations.
Unfunded debt and equity investments, if any, are disclosed in the Consolidated Schedules of Investments. Under these arrangements, we may be required to supply a letter of credit to a
third party if the portfolio company were to request a letter of credit. As of September 30, 2022 and 2021, we had $169.2 million and $104.8 million, respectively, in commitments to fund
investments. For the same periods, there were no letters of credit issued.
13. UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES
We must determine which, if any, of our unconsolidated controlled portfolio companies is a "significant subsidiary" within the meaning of Regulation S-X. We have determined that, as of
September 30, 2022, PennantPark Senior Loan Fund, LLC and RAM Energy Holdings LLC triggered at least one of the significance tests. In accordance with Rule 3-09, separate audited
financial statements of RAM Energy Holdings LLC for the years ended September 30, 2021 , 2020 and 2019 are being filed herewith as Exhibit 99.2, and Exhibit 99.3, respectively. In addition,
audited financial statements for the year ending September 30, 2022 will be filed for RAM Energy Holdings LLC will be filed via Form 10-K/A at a later date. Similarly, in accordance with Rule
4-08(g) of Regulation S-X, which requires summarized financial information to be included in the notes to the Company’s financial statements, please refer to Note 4 to review the Statement of
Assets and Liabilities as well as the Statement of Operations for PennantPark Senior Loan Fund, LLC. PennantPark Senior Loan Fund, LLC did not meet the significance threshold under Rule 3-
09 which requires separate audited financial statements. Our investment in PT Networks, LLC was realized on February 14, 2022.
Founded in 2001, Pivot Health Solutions (“PT Network”) is one of the nation’s fastest growing physical therapy, occupational health, and onsite corporate health providers. PT Network
has more than 250 physical therapy clinics throughout the Eastern region, 12 occupational health locations in Maryland and Delaware, and 150 onsite health clinics throughout the United States.
PT Network offers patients individualized care through a full range of physical therapy services and specialty offerings. PT Network also operates a direct-to-employer business unit, Onsite
Innovations, a unique and differentiated offering with its focus on prevention of employee injuries at an employer’s onsite location.
On February 15, 2022, the Company sold its investment in PT Network. Below is certain selected key financial data from PT Network’s Balance Sheet at September 31, 2021 and 2020
and the twelve months ended December 31, 2021, 2020 and 2019 Income Statement for the periods in which our investment in PT Network exceeded the threshold in at least one of the tests
under Rule 3-09 of Regulation S-X (amounts in thousands).
PT Networks, LLC:
Balance Sheet
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Income Statement
Total revenue
Total expenses
Net loss
RAM Energy Holdings LLC:
Balance Sheet
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Income Statement
Total revenue
Total expenses
Net loss
14. STOCK REPURCHASE PROGRAM
$
$
2022
$
$
2022
September 30, 2022
September 30, 2021
—
—
—
—
$
$
Years Ended September 30,
2021
2020
—
—
—
$
$
254,761
(252,188 )
2,573
$
$
September 30, 2022
September 30, 2021
21,051
71,411
24,721
40,921
$
$
Years Ended September 30,
2021
2020
52,051
(47,589 )
4,462
$
$
57,931
(39,511 )
18,420
$
$
55,422
217,045
31,451
211,047
213,886
(225,655 )
(11,769 )
32,239
52,567
15,058
47,391
30,586
(75,915 )
(45,329 )
$
$
$
$
On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25 million of our outstanding common stock in the open market at prices below our
net asset value as reported in our then most recently published consolidated financial statements. The shares may be purchased from time to time at prevailing market prices, through open market
transactions, including block transactions. Unless extended by our board of directors, the program, which may be implemented at the discretion of management, will expire on the earlier of
March 31, 2023 and the repurchase of $25 million of common stock. During the year ended September 30, 2022, we repurchased 1,820,605 shares of common stock in open market transactions
for an aggregate cost (including transaction costs) of $13.2 million. During the year ended September 30, 2021 and 2020, we did not make any repurchases of shares of our common stock.
94
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
a)
Evaluation of Disclosure Controls and Procedures
As of September 30, 2022, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded
that, due to the material weakness in the Company’s internal control over financial reporting described in Management’s Report on Internal Control Over Financial Reporting, which
appears on page 60 of this Form 10-K, our disclosure controls and procedures were not effective to provide 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. However, in evaluating the
disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and
procedures.
Notwithstanding the material weakness, management believes that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the
Company’s financial position, results of its operations, changes in net assets and cash flows for the periods presented.
Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting, which appears on page 60 of this Form 10-K, is incorporated by reference herein.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal
quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Please see Management’s Report on Internal Control Over Financial Reporting, which appears on page 60 of this Form 10-K for a description of a material weakness identified by
Management.
b)
c)
Item 9B. Other Information
None.
95
We will file a definitive Proxy Statement for our 2023 Annual Meeting of Stockholders with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year.
Accordingly, certain information required by Part III has been omitted under General Instruction G (3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically
address the items set forth herein are incorporated by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the
PART III
SEC within 120 days following the end of our fiscal year.
Item 11. Executive Compensation
The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the
SEC within 120 days following the end of our fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the
SEC within 120 days following the end of our fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the
SEC within 120 days following the end of our fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the
SEC within 120 days following the end of our fiscal year.
96
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report:
(1)
(2)
(3)
Financial Statements—Refer to Item 8 starting on page 59.
Financial Statement Schedules—None.
Exhibits
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
10.1
10.2
10.3
10.4
10.5
Articles of Incorporation (Incorporated by reference to Exhibit 99(a) to the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2/A (File No.
333-140092), filed on April 5, 2007).
Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed
on May 11, 2020).
Form of Share Certificate (Incorporated by reference to Exhibit 99(d)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).
Base Indenture, dated as of January 22, 2013, relating to the 6.25% Senior Notes due 2025, between the Registrant and American Stock Transfer & Trust Company, LLC, as trustee
(Incorporated by reference to Exhibit 99(d)(8) to the Registrant’s Post-Effective Amendment No.4 to the Registration Statement on Form N-2/A (File No.333-172524), filed on
January 22, 2013).
Fourth Supplemental Indenture, dated as of April 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by
reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No. 814-00736), filed April 22, 2021).
Form of 4.50% Notes due 2026 (included as part of Exhibit 4.3).
Fifth Supplemental Indenture, dated as of October 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by
reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No. 814-00736), filed on October 21, 2021).
Form of 4.00% Notes due 2026 (included as part of Exhibit 4.5).
Description of Securities (Incorporated by reference to Exhibit 4.7 to the Registrant’s Form 10-K (File No. 814-00736), filed November 21, 2019).
Amended and Restated Administration Agreement between the Registrant and PennantPark Investment Administration LLC dated July 1, 2022. (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Form 10-Q (File No. 814-00736), filed on August 3, 2022).
Dividend Reinvestment Plan (Incorporated by reference to Exhibit 99(e) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).
First Omnibus Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement and Second Amended and Restated Guarantee and Security Agreement,
dated as of May 25, 2017, among the Registrant, the lenders party thereto and SunTrust Bank, as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 to
the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2017).
Indemnification Agreement, dated as of November 15, 2016, between PennantPark Investment Corporation and each of the directors and officers listed on Schedule A attached
thereto (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 21, 2016).
Third Amended and Restated Investment Advisory Management Agreement, dated as of April 12, 2019, between the Registrant and PennantPark Investment Advisers, LLC
(Incorporated by reference to Exhibit (g)(3) to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-230014), filed on April
12, 2019).
97
10.6
10.7
10.8
10.10
14.1*
21.1*
23.1*
23.2*
31.1*
31.2*
32.1*
32.2*
99.1*
99.2*
99.3*
99.4*
Second Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 4, 2019, by and among PennantPark Investment
Corporation, as borrower, the lenders party thereto, SunTrust Bank, as administrative agent and collateral agent, and solely with respect to Section 4.9, PNNT CI (GALLS) Prime
Investment Holdings, LLC, PNNT Investment Holdings, LLC, PNNT New Gulf Resources, LLC, PNNT ecoserve, LLC and PNNT Cascade Environmental Holdings, LLC
(Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 814-00736), filed on September 4, 2019).
Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of July 31, 2020, by and among PennantPark Investment
Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD) and Solutio Premium Private Debt
I SCSp (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 814-00736), filed on August 4, 2020).
First Amendment to the Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of October 31, 2020, by and among
PennantPark Investment Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD), Pantheon
Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Pantheon Credit Opportunities II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect
Of Its Compartment Tubera Credit 2020 and Solutio Premium Private Debt I SCSp (Incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K (File No. 814-00736),
filed on November 19, 2020).
Fifth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement and Second Amended and Restated Guarantee and Security Agreement, dated as
of July 29, 2022, among the Registrant, the lenders party thereto and Truist Bank, as administrative agent for the lenders (Incorporated by reference to Exhibit 10.2 to the
Registrant’s Form 10-Q (File No. 814-00736), filed on August 3, 2022).
Joint Code of Ethics of the Registrant.
Subsidiaries of the Registrant.
Consent of RSM US LLP.
Consent of BDO USA, LLP.
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
Privacy Policy of the Registrant
Audited Consolidated Financial Statements of RAM Energy Holdings LLC and Subsidiaries for the Year Ended September 30, 2021.
Audited Consolidated Financial Statements of RAM Energy Holdings LLC and Subsidiaries for the Year Ended September 30, 2020.
Report of RSM US LLP on Senior Securities Table.
101.INS*
Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
98
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
SIGNATURES
thereunto duly authorized on November 17, 2022.
By:
Name:
Title:
/s/ ARTHUR H. PENN
Arthur H. Penn
Chief Executive Officer and Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature
/s/ ARTHUR H. PENN
Arthur H. Penn
/s/ RICHARD T. ALLOTO, JR.
Richard T. Allorto, Jr.
/s/ ADAM K. BERNSTEIN
Adam K. Bernstein
/s/ JEFFREY FLUG
Jeffrey Flug
/s/ MARSHALL BROZOST
Marshall Brozost
/s/ SAMUEL L. KATZ
Samuel L. Katz
/s/ JOSÉ A. BRIONES, JR
José A. Briones, Jr.
Title
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
99
Date
November 17, 2022
November 17, 2022
November 17, 2022
November 17, 2022
November 17, 2022
November 17, 2022
November 17, 2022
JOINT CODE OF ETHICS
FOR
PENNANTPARK INVESTMENT CORPORATION
PENNANTPARK FLOATING RATE CAPITAL LTD.
PENNANTPARK INVESTMENT ADVISERS, LLC
Exhibit 14.1
Section IStatement of General Fiduciary Principles
This Joint Code of Ethics (the “Code”) has been adopted by each of PennantPark Investment Corporation, PennantPark
Floating Rate Capital, Ltd. (each individually, the “Corporation”), and PennantPark Investment Advisers, LLC, the Corporations’
investment adviser (the “Adviser”), in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the “Act”) and
Section 204A of the Investment Advisers Act of 1940 (the “Advisers Act”). The purpose of the Code is to establish standards and
procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment
intentions of the Corporations may abuse their fiduciary duty to the Corporations, and otherwise to deal with the types of conflict
of interest situations to which Rule 17j-1 under the Act (“Rule 17j-1”) is addressed. As it relates to Section 204A of the Advisers
Act, the purpose of this Code is to establish procedures that, taking into consideration the nature of the Adviser’s business, are
reasonably designed to prevent misuse of material non-public information in violation of the federal securities laws by persons
associated with the Adviser.
The Code is based on the principle that the directors and officers of the Corporations, and the managers, partners,
officers and employees of the Adviser, who provide services to the Corporations, owe a fiduciary duty to the Corporations to
conduct their personal securities transactions in a manner that does not interfere with the Corporations’ transactions or otherwise
take unfair advantage of their relationship with the Corporations. All directors, managers, partners, officers and employees of the
Corporations, and the Adviser (“Covered Personnel”) are expected to adhere to this general principle as well as to comply with
all of the specific provisions of this Code that are applicable to them. Any Covered Personnel who is affiliated with another entity
that is a registered investment adviser is, in addition, expected to comply with the provisions of the code of ethics that has been
adopted by such other investment adviser.
Technical compliance with the Code will not automatically insulate any Covered Personnel from scrutiny of transactions
that show a pattern of compromise or abuse of the individual’s fiduciary duty to the Corporation. Accordingly, all Covered
Personnel must seek to avoid any actual or potential conflicts between their personal interests and the interests of the Corporation
and its shareholders. In sum, all Covered Personnel shall place the interests of the Corporation before their own personal
interests.
All Covered Personnel must read and retain this Code.
Section IIDefinitions
(A) “Access Person” means any director, officer, general partner or Advisory Person (as defined below) of the Corporations
or the Adviser.
BUSINESS.28110458.6
(B) An “Advisory Person” of the Corporation or the Adviser means: (i) any employee of the Corporation or the Adviser, or
any company in a Control (as defined below) relationship to the Corporation or the Adviser, who in connection with his
or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of any
Covered Security (as defined below) by the Corporation, or whose functions relate to the making of any
recommendation with respect to such purchases or sales; and (ii) any natural person in a Control relationship to the
Corporation or the Adviser, who obtains information concerning recommendations made to the Corporation with regard
to the purchase or sale of any Covered Security by the Corporation.
(C) “Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934 (the “1934 Act”) in determining whether a person is a beneficial owner of a security for purposes
of Section 16 of the 1934 Act and the rules and regulations thereunder.
(D) “Chief Compliance Officer” means the Chief Compliance Officer of the Corporation (who also may serve as the
compliance officer of the Adviser and/or one or more affiliates of the Adviser).
(E)
(F)
“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act.
“Covered Security” means a security as defined in Section 2(a)(36) of the Act, which includes: any note, stock, treasury
stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-
sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other
mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any
group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle,
option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any
interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
However, a “Covered Security” does not include: (i) direct obligations of the Government of the United States; (ii)
bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements; and (iii) shares issued by open-end investment companies registered under the Act.
References to a Covered Security in this Code (e.g., a prohibition or requirement applicable to the purchase or sale of a
Covered Security) shall be deemed to refer to and to include any warrant for, option in, or security immediately
convertible into that Covered Security, and shall also include any instrument that has an investment return or value that
is based, in whole or in part, on that Covered Security (collectively, “Derivatives”). Therefore, except as otherwise
specifically provided by this Code: (i) any prohibition or requirement of this Code applicable to the purchase or sale of
a Covered Security shall also be applicable to the purchase or sale of a Derivative relating to that Covered Security; and
(ii) any prohibition or requirement of this Code applicable to the purchase or sale of a
BUSINESS.28110458.6
2
Derivative shall also be applicable to the purchase or sale of a Covered Security relating to that Derivative.
(G) “Independent Director” means a director of the Corporation who is not an “interested person” of the Corporation within
the meaning of Section 2(a)(19) of the Act.
(H) “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the
“1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the 1934 Act.
(I)
(J)
“Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or
Section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
“Restricted List” means the “Pipeline” report of potential investments combined with the current holdings of the clients.
PennantPark Access Persons are restricted from trading any security on the Restricted List.
(K) “Security Held or to be Acquired” by the Corporation means: (i) any Covered Security which, within the most recent 15
days: (A) is or has been held by the Corporation; or (B) is being or has been considered by the Corporation or the
Adviser for purchase by the Corporation; and (ii) any option to purchase or sell, and any security convertible into or
exchangeable for, a Covered Security described in Section II (K)(i) of this Code.
(L)
“17j-1 Organization” means the Corporation or the Adviser, as the context requires.
Section IIIObjective and General Prohibitions
Covered Personnel may not engage in any investment transaction under circumstances in which the Covered Personnel
benefits from or interferes with the purchase or sale of investments by the Corporation. In addition, Covered Personnel may not
use information concerning the investments or investment intentions of the Corporation, or their ability to influence such
investment intentions, for personal gain or in a manner detrimental to the interests of the Corporation.
Covered Personnel may not engage in conduct that is deceitful, fraudulent or manipulative, or that involves false or
misleading statements, in connection with the purchase or sale of investments by the Corporation. In this regard, Covered
Personnel should recognize that Rule 17j-1 makes it unlawful for any affiliated person of the Corporation, or any affiliated person
of an investment adviser for the Corporation, in connection with the purchase or sale, directly or indirectly, by the person of a
Security Held or to be Acquired by the Corporation to:
(i) employ any device, scheme or artifice to defraud the Corporation;
(ii) make any untrue statement of a material fact to the Corporation or omit to state to the Corporation a material fact
necessary in order to make the statements made, in light of the circumstances under which they are made, not
misleading;
BUSINESS.28110458.6
3
(iii)
engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the
Corporation; or
(iv)
engage in any manipulative practice with respect to the Corporation.
Covered Personnel should also recognize that a violation of this Code or of Rule 17j-1 may result in the imposition of:
(1) sanctions as provided by Section VIII of this Code; or (2) administrative, civil and, in certain cases, criminal fines, sanctions
or penalties.
Section IVPre-Clearance of Personal Account Transactions; Window Period to Trade PennantPark shares
Except as noted below, all Access Persons must obtain the prior written approval of the Managing Member (or such
person as the Managing Member may designate) (“Approving Officer”) before engaging in any transaction in his or her Personal
Account. The Approving Officer may approve the transaction if he concludes that the transaction would comply with the
provisions of this Code and is not likely to have any adverse economic impact on clients. A request for preclearance must be
made by email, with a copy to the Compliance Officer, in advance of the contemplated transaction. No particular form is
required, but the email must include sufficient detail for the Approving Officer to decide if a trade is permissible and a statement
that the Access Person has reviewed the Pipeline Report for any conflicts.
Any approval given under this paragraph will be provided by email and will remain in effect for 72 hours.
Exceptions to the Pre-Clearance Requirement Policy,
Access Persons will be allowed to trade securities of the Corporations during a “window period” that may be announced
following the release of Corporations’ earnings release. If the window is opened for trading, it will begin no earlier than the
second business day after a Corporation publicly releases quarterly or annual financial results and extends no later than (i) 30
calendar days after the release of results (29 calendar days in all) or (ii) in the case of either Corporation’s and the Adviser’s
decision to buy or sell the applicable Corporation’s equity securities, the end of the quarterly period during which such financial
results of such Corporation have been publicly released. Note that the ability of an officer, director or other Access Person to
engage in transactions in the securities of a Corporation during a window period is not automatic or absolute because no trades
may be made even during a window period by an individual who possesses material, nonpublic information about the
Corporation, including any decision by the Corporation to buy or sell its own shares. Further, the window period may not open in
a particular quarter, and it may be closed, as the case may be, prior to the expiration of 30 days or the applicable quarter end, in
each case as events require.
Additionally, Independent Directors are not required to seek preapproval for any transactions other than those which
would trigger reporting requirements as set forth in Section VI (C) of this Code.
Section VProhibited Transactions
BUSINESS.28110458.6
4
(A) An Access Person may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any Covered
Security on the Restricted List, and may not sell or otherwise dispose of any Covered Security on the Restricted List in
which he or she has direct or indirect Beneficial Ownership, if he or she knows or should know at the time of entering
into the transaction that: (1) the Corporation has purchased or sold the Covered Security within the last 15 calendar
days, or is purchasing or selling or intends to purchase or sell the Covered Security in the next 15 calendar days; or (2)
the Adviser has within the last 15 calendar days considered purchasing or selling the Covered Security for the
Corporation or within the next 15 calendar days intend to consider purchasing or selling the Covered Security for the
Corporation.
(B) Every Advisory Person of the Corporation or the Adviser must obtain approval from the Corporation or the Adviser, as
the case may be, before directly or indirectly acquiring Beneficial Ownership in any securities in an Initial Public
Offering or in a Limited Offering. Such approval must be obtained from the Chief Compliance Officer, unless he is the
person seeking such approval, in which case it must be obtained from the President of the 17j-1 Organization.
(C) No Access Person shall recommend any transaction in any Covered Securities by the Corporation without having
disclosed to the Chief Compliance Officer his or her interest, if any, in such Covered Securities or the issuer thereof,
including: the Access Person’s Beneficial Ownership of any Covered Securities of such issuer; any contemplated
transaction by the Access Person in such Covered Securities; any position the Access Person has with such issuer; and
any present or proposed business relationship between such issuer and the Access Person (or a party which the Access
Person has a significant interest).
Section VIReports by Access Persons
(A) Personal Securities Holdings Reports.
All Access Persons shall within 10 days of the date on which they become Access Persons, and thereafter, within 30
days after the end of each calendar year, disclose the title, number of shares and principal amount of all Covered Securities in
which they have a Beneficial Ownership as of the date the person became an Access Person, in the case of such person’s initial
report, and as of the last day of the year, as to annual reports. A form of such report, which is hereinafter called a “Personal
Securities Holdings Report,” is attached hereto as Schedule A. Each Personal Securities Holdings Report must also disclose the
name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for
the direct or indirect benefit of the Access Person as of the date the person became an Access Person or as of the last day of the
year, as the case may be. Each Personal Securities Holdings Report shall state the date it is being submitted.
(B) Quarterly Transaction Reports.
Within 30 days after the end of each calendar quarter, each Access Person shall make a written report to the Chief
Compliance Officer of all transactions occurring in the quarter in a
BUSINESS.28110458.6
5
Covered Security in which he or she had any Beneficial Ownership. A form of such report, which is hereinafter called a
“Quarterly Securities Transaction Report,” is attached hereto as Schedule B.
A Quarterly Securities Transaction Report shall be in the form of Schedule B or such other form approved by the Chief
Compliance Officer and must contain the following information with respect to each reportable transaction:
(1)
(2)
Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);
Title, interest rate and maturity date (if applicable), number of shares and principal amount of each Covered
Security involved and the price of the Covered Security at which the transaction was effected;
(3)
(4)
Name of the broker, dealer or bank with or through whom the transaction was effected; and
The date the report is submitted by the Access Person.
(C)
Independent Directors.
Notwithstanding the reporting requirements set forth in this Section V, an Independent Director who would be required
to make a report under this Section V solely by reason of being a director of the Corporation is not required to file a Personal
Securities Holding Report upon becoming a director of the Corporation or an annual Personal Securities Holding Report. Such an
Independent Director also need not file a Quarterly Securities Transaction Report unless such director knew or, in the ordinary
course of fulfilling his or her official duties as a director of the Corporation, should have known that during the 15-day period
immediately preceding or after the date of the transaction in a Covered Security by the director such Covered Security is or was
purchased or sold by the Corporation or the Corporation or the Adviser considered purchasing or selling such Covered Security.
(D) Access Persons of the Adviser.
An Access Person of the Adviser need not make a Quarterly Transaction Report if all of the information in the report
would duplicate information required to be recorded pursuant to Rules 204-2(a)(12) or (13) under the Advisers Act.
(E) Brokerage Accounts and Statements.
Access Persons, except Independent Directors, shall:
(1)
within 10 days after the end of each calendar quarter, identify the name of the broker, dealer or bank with whom
the Access Person established an account in which any securities were held during the quarter for the direct or indirect benefit of
the Access Person and identify any new account(s) and the date the account(s) were established. This information shall be
included on the appropriate Quarterly Securities Transaction Report.
(2)
instruct the brokers, dealers or banks with whom they maintain such an account to provide duplicate account
statements to the Chief Compliance Officer.
BUSINESS.28110458.6
6
(3)
on an annual basis, certify that they have complied with the requirements of (1) and (2) above.
(F) Form of Reports.
A Quarterly Securities Transaction Report may consist of broker statements or other statements that provide a list of all
personal Covered Securities holdings and transactions in the time period covered by the report and contain the information
required in a Quarterly Securities Transaction Report.
(G) Responsibility to Report.
It is the responsibility of each Access Person to take the initiative to comply with the requirements of this Section VI.
Any effort by the Corporation, or by the Adviser and its affiliates, to facilitate the reporting process does not change or alter that
responsibility. A person need not make a report hereunder with respect to transactions effected for, and Covered Securities held
in, any account over which the person has no direct or indirect influence or control.
(H) Where to File Reports.
All Quarterly Securities Transaction Reports and Personal Securities Holdings Reports must be filed with the Chief
Compliance Officer.
(I) Disclaimers.
Any report required by this Section VI may contain a statement that the report will not be construed as an admission that
the person making the report has any direct or indirect Beneficial Ownership in the Covered, Security to which the report relates.
Section VIIAdditional Prohibitions
(A) Confidentiality of the Corporation’s Transactions.
Until disclosed in a public report to shareholders or to the Securities and Exchange Commission (the “SEC”) in the
normal course, all information concerning the securities “being considered for purchase or sale” by the Corporation shall be kept
confidential by all Covered Personnel and disclosed by them only on a “need to know” basis. It shall be the responsibility of the
Chief Compliance Officer to report any inadequacy found in this regard to the directors of the Corporation.
(B) Outside Business Activities and Directorships.
Access Persons may not engage in any outside business activities that may give rise to conflicts of interest or jeopardize
the integrity or reputation of the Corporation. Similarly, no such outside business activities may be inconsistent with the interests
of the Corporation. All directorships of public or private companies held by Access Persons shall be reported to the Chief
Compliance Officer.
(C) Gratuities.
Covered Personnel shall not, directly or indirectly, take, accept or receive gifts or other consideration in merchandise,
services or otherwise of more than nominal value from any person,
BUSINESS.28110458.6
7
firm, corporation, association or other entity other than such person’s employer that does business, or proposes to do business,
with the Corporation.
Section VIIIProhibition Against Insider Trading
This Section is intended to satisfy the requirements of Section 204A of the Advisers Act, which is applicable to the
Adviser and requires that the Adviser establish and enforce procedures designed to prevent the misuse of material, non-public
information by its associated persons. It applies to all Advisory Persons. Trading securities while in possession of material, non-
public information, or improperly communicating that information to others, may expose an Advisory Person to severe penalties.
Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits
gained or losses avoided through the violative trading, a penalty of up to three times the illicit windfall, and an order permanently
barring an Advisory Person from the securities industry. Finally, an Advisory Person may be sued by investors seeking to recover
damages for insider trading violations.
(A) No Advisory Person may trade a security, either personally or on behalf of any other person or account (including any
fund), while in possession of material, non-public information concerning that security or the issuer thereof, nor may
any Advisory Person communicate material, non-public information to others in violation of the law.
(B)
Information is “material” where there is a substantial likelihood that a reasonable investor would consider it important
in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a
substantial effect on the price of a security. No simple test exists to determine when information is material;
assessments of materiality involve a highly fact specific inquiry. For this reason, an Advisory Person should direct any
questions about whether information is material to the Chief Compliance Officer. Material information often relates to a
company’s results and operations, including, for example, dividend changes, earnings results, changes in previously
released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation
problems, and extraordinary management developments. Material information may also relate to the market for a
company’s securities. Information about a significant order to purchase or sell Securities may, in some contexts, be
material. Pre-publication information regarding reports in the financial press may also be material.
(C)
Information is “public” when it has been disseminated broadly to investors in the marketplace. For example,
information is public after it has become available to the general public through a public filing with the SEC or some
other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general
circulation, and after sufficient time has passed so that the information has been disseminated widely.
(D) An Advisory Person, before executing any trade for himself or herself, or others, including the Corporation or other
accounts managed by the Adviser or by a stockholder of the Adviser, or any affiliate of the stockholder (collectively,
“Client Accounts”), must determine whether he or she has material, non-public information. Any Advisory Person
BUSINESS.28110458.6
8
who believes he or she is in possession of material, non-public information must take the following steps:
(1)
(2)
(3)
Report the information and proposed trade immediately to the Chief Compliance Officer.
Do not purchase or sell the securities on behalf of anyone, including Client Accounts.
Do not communicate the information to any person, other than to the Chief Compliance Officer.
After the Chief Compliance Officer has reviewed the issue, the Chief Compliance Officer will determine whether the information
is material and non-public and, if so, what action the Advisory Person should take. An Advisory Person must consult with the
Chief Compliance Officer before taking any further action. This degree of caution will protect the Advisory Person and the
Adviser.
(E) To prevent and detect insider trading from occurring, the Chief Compliance Officer shall prepare and maintain a
“Restricted List” in order to monitor and prevent the occurrence of insider trading in certain securities that Access
Persons are prohibited or restricted from trading. The Chief Compliance Officer manages, maintains and updates the
Restricted List to actually restrict trading (no buying, no selling, no shorting, no trading, etc.) in the securities of
specific issuers for personal accounts and on behalf Adviser’s clients. Before executing any trade for himself or herself,
Advisory Persons are required to determine whether the transaction involves a security on the Restricted List. Advisory
Persons are prohibited from trading any security which appears on the Restricted List, except that, with prior approval,
an Advisory Person may sell securities which were not on the Restricted List when acquired (or which were acquired at
a time when the Advisory Person was not subject to such restrictions). The Restricted List must be maintained strictly
confidential and not disclosed to anyone outside of the Adviser and the Corporation.
(F) Contacts with public companies will sometimes be a part of an Adviser’s research efforts. Persons providing investment
advisory services to the Corporation may make investment decisions on the basis of conclusions formed through such
contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of
these contacts, an Advisory Person becomes aware of material, non-public information. This could happen, for
example, if a company’s chief financial officer prematurely discloses quarterly results to an analyst, or an investor
relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, the
Adviser must make a judgment as to its further conduct. To protect yourself, clients and the Adviser, you should contact
the Chief Compliance Officer immediately if you believe that you may have received material, non-public information.
Section IXAnnual Certification
(A) Access Persons.
BUSINESS.28110458.6
9
Access Persons who are directors, managers, officers or employees of the Corporation or the Adviser shall be required to
certify annually that they have read this Code and that they understand it and recognize that they are subject to it. Further, such
Access Persons shall be required to certify annually that they have complied with the requirements of this Code.
(B) Board Review.
No less frequently than annually, the Corporation and the Adviser must furnish to the Corporation’s board of directors,
and the board must consider, a written report that: (1) describes any issues arising under this Code or procedures since the last
report to the board, including, but not limited to, information about material violations of this Code or procedures and sanctions
imposed in response to material violations; and (2) certifies that the Corporation or the Adviser, as applicable, has adopted
procedures reasonably necessary to prevent Access Persons from violating this Code.
Section XSanctions
Any violation of this Code shall be subject to the imposition of such sanctions by the 17j-1 Organization as may be
deemed appropriate under the circumstances to achieve the purposes of Rule 17j-1 and this Code. The sanctions to be imposed
shall be determined by the board of directors, including a majority of the Independent Directors, provided, however, that with
respect to violations by persons who are directors, managers, officers or employees of the Adviser (or of a company that controls
the Adviser), the sanctions to be imposed shall be determined by the Adviser (or the controlling person thereof). Sanctions may
include, but are not limited to, suspension or termination of employment, a letter of censure and/or restitution of an amount equal
to the difference between the price paid or received by the Corporation and the more advantageous price paid or received by the
offending person.
Section XIAdministration and Construction
(A) The administration of this Code shall be the responsibility of the Chief Compliance Officer.
(B) The duties of the Chief Compliance Officer are as follows:
(1)
Continuous maintenance of a current list of the names of all Access Persons with an appropriate description of
their title or employment, including a notation of any directorships held by Access Persons who are officers or employees of the
Adviser or of any company that controls the Adviser, and informing all Access Persons of their reporting obligations hereunder;
(2)
On an annual basis, providing all Covered Personnel a copy of this Code and informing such persons of their
duties and obligations hereunder including any supplemental training that may be required from time to time;
(3)
Maintaining or supervising the maintenance of all records and reports required by this Code;
BUSINESS.28110458.6
10
(4)
Preparing listings of all transactions effected by Access Persons who are subject to the requirement to file
Quarterly Securities Transaction Reports and reviewing such transactions against a listing of all transactions effected by the
Corporation;
(5)
Issuance either personally or with the assistance of counsel as may be appropriate, of any interpretation of this
Code that may appear consistent with the objectives of Rule 17j-1 and this Code;
(6)
Conduct such inspections or investigations as shall reasonably be required to detect and report, with
recommendations, any apparent violations of this Code to the board of directors of the Corporation;
(7)
Submission of a report to the board of directors of the Corporation, no less frequently than annually, a written
report that describes any issues arising under the Code since the last such report, including but not limited to the information
described in Section VI (B); and
(C) The Chief Financial Officer shall maintain and cause to be maintained in an easily accessible place at the principal
place of business of the 17j-1 Organization, the following records:
(1)
A copy of all codes of ethics adopted by the Corporation or the Adviser and its affiliates, as the case may be,
pursuant to Rule 17j-1 that have been in effect at any time during the past five (5) years;
(2)
A record of each violation of such codes of ethics and of any action taken as a result of such violation for at
least five (5) years after the end of the fiscal year in which the violation occurs;
(3)
A copy of each report made by an Access Person for at least two (2) years after the end of the fiscal year in
which the report is made, and for an additional three (3) years in a place that need not be easily accessible;
(4)
A copy of each report made by the Chief Compliance Officer to the board of directors for two (2) years from the
end of the fiscal year of the Corporation in which such report is made or issued and for an additional three (3) years in a place
that need not be easily accessible;
(5)
A list of all persons who are, or within the past five (5) years have been, required to make reports pursuant to
Rule 17j-1 and this Code, or who are or were responsible for reviewing such reports;
(6)
A copy of each report required by Section VII (B) of this Code for at least two (2) years after the end of the
fiscal year in which it is made, and for an additional three (3) years in a place that need not be easily accessible; and
(7)
A record of any decision, and the reasons supporting the decision, to approve the acquisition by an Advisory
Person of securities in an Initial Public Offering or Limited Offering for at least five (5) years after the end of the fiscal year in
which the approval is granted.
(D) This Code may not be amended or modified except in a written form that is specifically approved by majority vote of
the Independent Directors.
BUSINESS.28110458.6
11
This Joint Code of Ethics, originally adopted December 12, 2007 and amended as of May 3, 2022, is annually reviewed
and approved by the Board of Directors of the Corporation, including a majority of the Independent Directors.
BUSINESS.28110458.6
12
Name of entity and place of jurisdiction
PennantPark Investment Funding I, LLC (Delaware)
PennantPark SBIC GP II, LLC (Delaware)
PennantPark SBIC II LP (Delaware)
PNNT Alabama Holdings Inc. (Delaware)
PNNT CI (GALLS) Prime Investment Holdings, LLC (Delaware)
PNNT Investment Holdings, LLC (Delaware)
RAM Energy Holdings LLC (Delaware)
PennantPark Senior Loan Fund, LLC
AKW Holdings Limited (Isle of Man)
Subsidiaries of the Registrant
EXHIBIT 21.1
Voting Securities
Owned Percentage
100 %
100 %
100 %
100 %
100 %
100 %
100 %
72 %
84 %
(1)
(2)
(3)
(3)
(3)
(1)
(2)
(3)
The entity is directly owned 99% by us and 1% by PennantPark SBIC GP II, LLC, which is effectively wholly-owned by us.
This entity is not operational.
This is a controlled affiliated investment.
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23.1
We consent to the incorporation by reference in the Registration Statement on Form N-2 of PennantPark Investment Corporation and Subsidiaries (the
Company) of our report dated November 17, 2022 relating to the consolidated financial statements of the Company, appearing in the Annual Report on
Form 10-K of the Company for the year ended September 30, 2022. We also consent to the use in such Registration Statement of our report dated
November 17, 2022, relating to the senior securities table appearing as Exhibit 99.4 in the accompanying Form 10-K of the Company for the year ended
September 30, 2022.
We also consent to the reference to our firm under the headings “Senior Securities” in the accompanying Form 10-K and “Independent Registered Public
Accounting Firm” in such Registration Statement on Form N-2.
/s/ RSM US LLP
New York, New York
November 17, 2022
Consent of Independent Auditor
EXHIBIT 23.2
We hereby consent to the incorporation by reference in the Registration Statement on Form N-2 (No. 333-230014) of PennantPark Investment Corporation
of our reports dated November 16, 2021 and November 16, 2020, relating to the consolidated financial statements of Ram Energy Holdings LLC as of and
for the years ended September 30, 2022, 2021 and 2020, respectively, which appear in this Annual Report on Form 10-K.
/s/ BDO USA, LLP
Houston, Texas
November 17, 2022
EXHIBIT 31.1
I, Arthur H. Penn, Chief Executive Officer and Chairman of the Board of Directors of PennantPark Investment Corporation, certify that:
1. I have reviewed this Annual Report on Form 10-K of PennantPark Investment Corporation;
CERTIFICATION PURSUANT TO SECTION 302
CHIEF EXECUTIVE OFFICER CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 17, 2022
/s/ Arthur H. Penn
Name: Arthur H. Penn
Title:
Chief Executive Officer
CERTIFICATION PURSUANT TO SECTION 302
CHIEF FINANCIAL OFFICER CERTIFICATION
Exhibit 31.2
I, Richard T. Allorto, Jr., Chief Financial Officer of PennantPark Investment Corporation, certify that:
1. I have reviewed this Annual Report on Form 10-K of PennantPark Investment Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared; and
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; and
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 16, 2022
/s/ Richard T. Allorto, Jr.
Name:
Title:
Richard T. Allorto, Jr.
Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
EXHIBIT 32.1
In connection with the Annual Report on Form 10-K of PennantPark Investment Corporation for the annual period ended September 30, 2022 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Arthur H. Penn, as Chief Executive Officer of the Registrant hereby certify, to the best of my knowledge that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Arthur H. Penn
Name: Arthur H. Penn
Title:
Date:
Chief Executive Officer
November 17, 2022
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
EXHIBIT 32.2
In connection with the Annual Report on Form 10-K of PennantPark Investment Corporation for the annual period ended September 30, 2022 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Richard Cheung, as Chief Financial Officer of the Registrant hereby certify, to the best of my knowledge that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Richard Allorto
Name: Richard T. Allorto, Jr.
Title:
Date:
Chief Financial Officer
November 17, 2022
PENNANTPARK INVESTMENT CORPORATION
PENNANTPARK FLOATING RATE CAPITAL LTD.
PRIVACY POLICY
Exhibit 99.1
To PennantPark Investment Corporation and PennantPark Floating Rate Capital Ltd. Investors:
We take precautions to maintain the privacy of personal information concerning our investors. These precautions include the adoption of certain procedures designed to maintain and
secure your nonpublic personal information from inappropriate disclosure to unaffiliated third parties. We are sending this notice in accordance with applicable federal regulations. This notice
applies to investors in PennantPark Investment Corporation and PennantPark Floating Rate Capital Ltd. (collectively, the “Corporation”).
What kind of personal information do we have about you and where did we get it?
We collect nonpublic personal information about you from the following sources:
•
•
Information we may receive from you in subscription agreements or other related documents or forms; and
Information about your transactions with our affiliates and us.
How do we protect your personal information?
We do not disclose any nonpublic personal information about our investors or former investors to anyone, except as permitted by law.
We restrict access to nonpublic personal information about you to those employees and agents of PennantPark Investment Advisers, LLC, its affiliates and unaffiliated third party service
providers (which may include a custodian, transfer agent or printer) who need to know that information in order to provide services to you or to the Corporation. In that regard, we note that we
maintain physical, electronic, and procedural safeguards that comply with federal standards to safeguard your nonpublic personal information and which we believe is adequate to prevent
unauthorized disclosure of such information.
What do we do with personal information about our former investors?
If an investor decides to no longer do business with us, we will continue to follow this privacy policy with respect to the information we have in our possession about such investor and
his/her account.
If you have any questions concerning our privacy policies, please contact our Chief Financial Officer, Richard T. Allorto, Jr., at (212) 905-1001.
Exhibit 99.2
RAM ENERGY HOLDINGS LLC AND
SUBSIDIARIES
Consolidated Financial Statements
As of and for the Year Ended September
30, 2021
RAM ENERGY HOLDINGS LLC
AND SUBSIDIARIES
Consolidated Financial Statements
As of and for the Year Ended September
30, 2021
RAM Energy Holdings LLC and Subsidiaries
Contents
Independent Auditor’s Report
Consolidated Financial Statements
Consolidated Balance Sheet as of September 30, 2021
Consolidated Statement of Operations for the Year Ended September 30, 2021
Consolidated Statement of Member’s Equity for the Year Ended September 30, 2021
Consolidated Statement of Cash Flows for the Year Ended September 30, 2021
Notes to Consolidated Financial Statements
2
Page
3-4
6
7
8
9
-20
Independent Auditor’s Report
To the Board of Directors
RAM Energy Holdings LLC
Tulsa, Oklahoma
Opinion
We have audited the accompanying consolidated financial statements of RAM Energy Holdings LLC and its subsidiaries (the
“Company”), which comprise the consolidated balance sheet as of September 30, 2021, and the related consolidated statements of
operations, member’s equity, and cash flows for the year then ended, and the related notes to the consolidated financial
statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of September 30, 2021, and the results of its operations and its cash flows for the year then ended in accordance
with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical
responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibili es of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of
internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events,
considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one
year after the date that the consolidated financial statements are issued or available to be issued.
Auditor’s Responsibili es for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in
accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood
that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated
financial statements.
3
In performing an audit in accordance with GAAS, we:
(cid:0) Exercise professional judgment and maintain professional skepticism throughout the audit.
(cid:0)
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a
test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
(cid:0) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control. Accordingly, no such opinion is expressed.
(cid:0) Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates
made by management, as well as evaluate the overall presentation of the consolidated financial statements.
(cid:0) Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial
doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit, significant audit findings, and certain internal control- related matters that we identified during the audit.
/s/ BDO USA, LLP
Houston, Texas
November 16, 2021
4
Consolidated Financial Statements
5
RAM Energy Holdings LLC and Subsidiaries
Consolidated Balance Sheet
September 30,
Assets
Current Assets
Cash and cash equivalents
Accounts receivable, net
Derivative assets
Prepaid expenses
Total Current Assets
Property and Equipment, at Cost
Proved oil and natural gas properties and equipment, full cost method
Unproved oil and natural gas properties
Gas gathering and processing equipment
Other property and equipment
Less: accumulated depreciation, depletion, amortization and impairment
Net Property and Equipment
Other Assets
Derivative assets
Restricted cash
Other
Total Other Assets
Total Assets
Liabilities and Member’s Equity
Current Liabilities
Accounts payable
Revenue payable
Accrued liabilities
Derivative liabilities
Current portion of asset retirement obligations
Total Current Liabilities
Long-Term Liabilities
Derivative liabilities
Asset Retirement Obligations, net of current portion
Long-Term Debt, net
Total Long-Term Liabilities
Commitments and Contingencies (Note 8)
Member’s Equity
Total Liabilities and Member’s Equity
2021
$
27,466,302
4,572,592
14,806
185,530
32,239,230
125,102,893
7,544,317
18,159,939
651,138
151,458,287
(100,129,778 )
51,328,509
100,052
1,123,069
15,334
1,238,455
$
84,806,194
$
4,591,853
3,494,864
1,005,360
5,185,147
780,292
15,057,516
1,689,999
4,447,549
41,253,592
47,391,140
$
22,357,538
84,806,194
The accompanying notes are an integral part of these consolidated financial statements.
6
RAM Energy Holdings LLC and Subsidiaries
Consolidated Statement of Operations
Year Ended September 30,
Revenues
Crude oil sales
Natural gas sales
Natural gas liquids sales
Water supply services
Gathering fees
Total Revenues
Operating Expenses
Oil and natural gas operating expenses
Oil and natural gas production taxes
Water usage
Depreciation, depletion and amortization
Accretion of asset retirement obligations
General and administrative, overhead and other
expenses, net of operator's overhead fees
Total Operating Expenses
Income from Operations
Other Income (Expense)
Interest expense
Interest income
Loss on derivative instruments
Other income, net
Total Other Income (Expense)
Net Income
2021
$
19,730,676
24,629,252
10,706,765
384,205
2,480,249
57,931,147
14,980,252
1,803,035
75,000
9,402,159
608,494
4,475,254
31,344,194
26,586,953
(1,529,501 )
14,591
(7,841,401 )
1,189,321
(8,166,990 )
$
18,419,963
The accompanying notes are an integral part of these consolidated financial statements.
7
RAM Energy Holdings LLC and Subsidiaries
Consolidated Statement of Member’s Equity
Balance, October 1, 2020
Net income
Balance, September 30, 2021
Units
Member’s
Equity
180,805
$
3,937,575
-
18,419,963
180,805
$
22,357,538
The accompanying notes are an integral part of these consolidated financial statements.
8
RAM Energy Holdings LLC and Subsidiaries
Consolidated Statement of Cash Flows
Year Ended September 30,
Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation, depletion and amortization
Interest expense paid in kind
Amortization of deferred loan costs
Accretion of asset retirement obligations
Gain on forgiveness of debt
Loss on derivative instruments
Derivative premiums paid
Derivative cash settlements paid
Settlements of asset retirement obligations
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other assets
Accounts payable and revenue payable
Accrued liabilities
Net Cash Provided by Operating Activities
Cash Flows from Investing Activities
Payments for oil and natural gas properties and equipment
Payments for other property and equipment
Net Cash Used in Investing Activities
Cash Flows from Financing Activities
Proceeds from borrowings on long-term debt
Deferred loan costs
Net Cash Provided by Financing Activities
Net Increase in Cash, Cash Equivalents and Restricted Cash
Cash, Cash Equivalents and Restricted Cash - Beginning of Year
Cash, Cash Equivalents and Restricted Cash - End of Year
Non-Cash Investing and Financing Activities
Oil and natural gas properties accrued
Asset retirement obligations
2021
$
18,419,963
9,402,159
1,280,153
209,050
608,494
(1,025,700 )
7,841,401
(635,011 )
(983,259 )
(647,654 )
(2,796,241 )
(17,941 )
(2,740,375 )
35,460
28,950,499
(10,153,106 )
(116,235 )
(10,269,341 )
524,700
(28,157 )
496,543
19,177,701
9,411,670
$
28,589,371
$
$
3,050
464,020
The accompanying notes are an integral part of these consolidated financial statements.
9
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
1. Nature of Operations and Organization
RAM Energy Holdings LLC (“Holdings” or the “Company”) is a Delaware limited liability company, formed in July 2014 and originally
was wholly-owned by PennantPark Investment Corporation (“PennantPark”). In May 2021, PennantPark contributed its ownership in
Holdings to PNNT Investment Holdings, LLC (“PNNT Investment”), its wholly-owned subsidiary. As a result, Holdings is wholly-owned
by PNNT Investment on September 30, 2021.
Holdings was formed as a holding company for interest ownership in RAM Energy LLC (“RAM”). RAM Fayette LLC (“Fayette”) was
formed in September 2017 and Fayette Service Company LLC (“Service”) was formed in June 2018, both as wholly-owned
subsidiaries of RAM. On October 1, 2019, RAM contributed its ownership in Service to Holdings and Service became wholly-owned by
Holdings. Holdings, RAM, Fayette and Service are herein referred to as the “Company.”
RAM was formed in April 2012 as a privately held, independent oil and natural gas company engaged in the acquisition, exploration,
exploitation, development and production of oil and natural gas.
In July 2018, the Company began a drilling program in the Austin Chalk formation. Fayette was formed to be an owner in the new
wells drilled, and Service was formed to invest in gathering and facilities infrastructure.
RAM operates exclusively in the upstream segment of the oil and gas industry with activities including the drilling, completion, and
operation of oil and natural gas wells. RAM conducts the majority of its operations in the state of Texas, with minor operations in
the states of Arkansas, New Mexico and Oklahoma.
2.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Holdings, its wholly- owned subsidiaries, RAM and
Service, and RAM’s wholly-owned subsidiary, Fayette. All significant intercompany accounts and transactions have been eliminated
in consolidation.
Property and Equipment
The Company follows the full cost method of accounting for oil and natural gas properties. Under this method, all productive and
nonproductive costs incurred in connection with the acquisition, exploration, and development of oil and natural gas reserves are
capitalized. No gains or losses are recognized upon the sale or other disposition of oil and natural gas properties except in
transactions that would significantly alter the relationship between capitalized costs and proved reserves. The costs of unproved
oil and natural gas properties are excluded from the amortizable base until the time that either proven reserves are found or it has
been determined that such properties are impaired. As properties become evaluated, the related costs are transferred to proved
oil and natural gas properties.
Under the full cost method, the net book value of oil and natural gas properties may not exceed the estimated after-tax future net
revenues from proved oil and natural gas properties, discounted at 10% (the “Ceiling Limitation”). In arriving at estimated future
net revenues, estimated lease operating expenses, development costs, and certain production-related and ad valorem taxes are
deducted.
10
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
In calculating future net revenues, prices and costs are held constant indefinitely, except for changes that are fixed and
determinable by existing contracts. The net book value is compared to the Ceiling Limitation and the excess, if any, of the net
book value above the Ceiling Limitation is charged to expense in the period in which it occurs and is not subsequently reinstated.
At September 30, 2021, the net book value of the Company’s oil and natural gas properties did not exceed the Ceiling Limitation.
The costs directly associated with unevaluated oil and natural gas properties are not initially included in the amortization base and
relate to unproved leasehold acreage, seismic data, wells and production facilities in progress and wells pending determination.
Unevaluated leasehold costs are transferred to the amortization base once determination has been made or upon expiration of a
lease. Geological and geophysical costs and cumulative drilling costs to date associated with a specific unproved property are
transferred to the amortization base with the associated leasehold costs on a specific project basis. Costs associated with wells in
progress and wells pending determination are transferred to the amortization base once a determination is made whether or not
proved reserves can be assigned to the property. All costs included in the Company’s unproved property balance are assessed on a
periodic basis for possible impairment or reduction in value. The assessment includes consideration of numerous factors, including
intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, assignment of proved
reserves and economic viability of development if proved reserves are assigned. Any impairments of unevaluated properties are
transferred to the amortization base. The Company did not have any impairment of its unproved oil and gas properties for the year
ended September 30, 2021.
Other property and equipment consists principally of furniture and equipment and leasehold improvements. Other property and
equipment and related accumulated depreciation and amortization are relieved upon retirement or sale and the gain or loss is
included in operations. Renewals and replacements that extend the useful life of property and equipment are treated as capital
additions.
Depreciation, Depletion and Amortization
All capitalized costs of oil and natural gas properties and equipment, including the estimated future costs to develop proved
reserves, are amortized using the unit-of-production method based on total proved reserves. Depreciation of gathering assets and
related facilities, and other equipment is computed on the straight-line method over the estimated useful lives of the assets,
generally ranging from 3 to 30 years. Amortization of leasehold improvements is computed based on the straight-line method over
the term of the associated lease or estimated useful life, whichever is shorter.
Depreciation expense of other property and equipment for the year ended September 30, 2021 was approximately $616 thousand.
Cash and Cash Equivalents
All highly liquid unrestricted investments with a maturity of three months or less when purchased are considered to be cash
equivalents.
Restricted Cash
At September 30, 2021, the Company had approximately $1.1 million in certificates of deposit held as collateral for letters of
credit for the beneficiary of states for the purpose of plugging and abandonment costs of the wells in which the Company has an
interest. Such amounts are classified as restricted cash in the accompanying consolidated balance sheet.
11
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of
financial position that sum to the total of the same such amounts shown in the consolidated statement of cash flows:
September 30,
Cash and cash equivalents
Restricted cash included in other long-term assets
Total cash, cash equivalents, and restricted cash shown in the statement of
cash flows
Concentrations of Credit Risk
2021
$
27,466,302
1,123,069
$
28,589,371
The Company sells oil and natural gas to various customers and participates with other parties in the drilling, completion and
operation of oil and natural gas wells. Joint interest and oil and natural gas sales receivables related to these operations are
generally unsecured. For the year ended September 30, 2021, over 90% of total revenues and total receivables were from two
customers. The Company provides an allowance for doubtful accounts for certain purchasers and certain joint interest owners’
receivable balances when the Company believes the receivable balance may not be collected. Accounts receivable are presented
net of the related allowance for doubtful accounts. At September 30, 2021, the allowance for doubtful accounts was $4 thousand.
In 2021, the Company had cash deposits in certain banks that at times exceeded the maximum insured by the Federal Deposit
Insurance Corporation. The Company monitors the financial condition of the banks and has experienced no losses on these
accounts.
General and Administrative Expenses
The Company receives fees for the operation of jointly owned oil and natural gas properties and records such reimbursements as
reductions of general and administrative expenses. Such fees totaled approximately $0.5 million for the year ended September 30,
2021.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Estimates and assumptions that, in the opinion of management are
significant, include oil and natural gas reserves which are utilized in the calculations of, depreciation, depletion and amortization
related to oil and natural gas properties, asset retirement obligations and derivative instrument valuations. The Company evaluates
its estimates and assumptions on a regular basis. Estimates are based on historical experience and various other assumptions that
are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Oil and Natural Gas Reserves Estimates
Independent petroleum and geological engineers prepare estimates of the Company’s oil and natural gas reserves. Proved reserves
and the estimated future net revenues are estimated based upon a combination of historical data and estimates of future activity.
Consistent with Topic 932 – Extractive Activities-Oil and Gas of the Codification, at September 30, 2021, the Company calculated
its estimate of proved reserves using a twelve month average price, calculated as the unweighted arithmetic average of the first-
day-of-the-month price for each period within the twelve-month period prior to the end of the reporting period. The reserve
estimates are used in the assessment of the Company’s ceiling limitation and in calculating depreciation, depletion and
amortization. Significant assumptions are required in the
12
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
valuation of proved oil and natural gas reserves which, as described herein, may affect the amount at which oil and natural gas
properties are recorded. Actual results could differ materially from these estimates.
Asset Retirement Obligations
The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made, and the associated asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. The Company determines its asset retirement obligations on its oil and natural gas properties by calculating the
present value of the estimated cash flows related to the estimated liability. Periodic accretion of the discount of the estimated
liability associated with the Company’s oil and natural gas properties is recorded in the consolidated statement of operations.
The Company recorded the following activity related to the asset retirement obligations:
Year Ended September 30,
Liability for Asset Retirement Obligations, Beginning of Year
Accretion expense
Additions
Obligations for wells sold
Settlements
Changes in estimates
Liability for Asset Retirement Obligations, End of Year
Less: Current asset retirement obligations
Long-Term Asset Retirement Obligations
Revenue Recognition
2021
$
5,731,021
608,494
132,169
(568,413 )
(647,654 )
(27,776 )
5,227,841
780,292
4,447,549
$
On October 1, 2020, the Company adopted Accounting Standards update (“ASU”) No. 2019-09, Revenue from Contracts with
Customers (“ASC 606”), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue
Recognition. The Financial Accounting Standards Board (“FASB”) has also issued several amendments (ASU 2015-14, ASU 2016- 10,
ASU 2016-12 and ASU 2016-20) clarifying different aspects of ASC 606. See Note 3 – Revenue from Contracts with Customers.
Income Taxes
RAM, Fayette and Service are disregarded subsidiaries of Holdings. Upon its formation, Holdings elected to be classified as a
corporation. On May 31, 2021, Holdings became a wholly-owned subsidiary of PNNT Investment and elected to be a disregarded
entity after this change in ownership. There was no tax impact to the Company as this was treated as a tax-free reorganization
under Section 368(a)(1)(D) of the Internal Revenue Code. The following table presents the deferred tax balances as of May 31,
2021.
May 31, 2021
Depreciable/depletable property, plant and equipment
Asset retirement obligation
Derivative assets
Reserves and other
Net operating loss carryforward
Total noncurrent deferred tax assets
Valuation allowance
Net noncurrent deferred tax assets
13
$
12,614,509
1,446,615
579,373
25,359
15,119,086
29,784,942
(29,784,942 )
-
$
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
As the Company is now considered a disregarded entity for tax purposes as of May 31, 2021, a provision for federal income taxes
associated with the Company has not been recorded in the accompanying consolidated financial statements. Taxable income or
losses generated by the Company as of the date of the election will only be taxed at the Company’s parent’s tax return.
The Company follows guidance issued by the FASB in accounting for uncertainty in income taxes. This guidance clarifies the
accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before
being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is
assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax
position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is
expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the
largest amount that is greater than 50% likely to be realized upon its ultimate settlement. The Company had no uncertain tax
positions as of September 30, 2021.
The Company records income tax-related interest and penalties, if applicable, as a component of the provision for income tax
expense. There were no amounts recognized relating to interest and penalties in the consolidated statement of income for the
fiscal year ended September 30, 2021. Furthermore, none of the Company’s federal or state income tax returns are currently under
examination by federal or state authorities. Fiscal year 2017 and forward remain subject to examination by federal and state
authorities.
3. Revenue from Contracts with Customers
Effective October 1, 2020, the Company adopted ASC 606 using the modified retrospective method of adoption. There were no
impacts to the Company’s net income or cash flows from operations as a result of the Company’s adoption of ASC 606. However,
there were certain changes to the presentation of revenues and related expenses beginning October 1, 2020.
The impact of adoption in the current period results is as follows:
Year Ended September 30, 2021
Under
ASC 605
Under
ASC 606
Change
Operating Revenues
Crude oil sales
Natural gas sales
Natural gas liquids sales
Water supply services
Gathering fees
Total Operating Revenues
Operating Expenses
Oil and natural gas operating expenses
Net Income
Member's Equity, as of September 30, 2021
$
19,730,676
$
19,730,676
$
-
24,629,252
31,829,590
(7,200,338 )
10,706,765
10,707,881
(1,116 )
384,205
384,205
2,480,249
2,480,249
-
-
$
$
$
$
57,931,147
$
65,132,601
$
(7,201,454 )
14,980,252
$
22,181,706
$
(7,201,454 )
18,419,963
$
18,419,963
$
22,357,538
$
22,357,538
$
-
-
14
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
Oil and Natural Gas Sales Revenue
The Company enters into contracts with customers to sell its produced oil, natural gas and natural gas liquids and gas gathering
services. Revenues for oil, gas and natural gas liquids are primarily generated in Texas. Revenue attributable to these contracts is
recognized in accordance with the five-step revenue recognition model prescribed in ASC 606. Specifically, revenue is recognized at
the point in time when the Company’s performance obligations under these contracts are satisfied, which generally occurs when
control of oil, natural gas and natural gas liquids transfers to the customer and collectability of the consideration is considered
probable. In accordance with ASC 606, the Company considers the following indicators of the transfer of control to determine the
point in time at which control transfers to its customers: (i) the Company has a present right to payment for the asset; (ii) the
customer has legal title to the product; (iii) the Company has transferred physical possession of the product; and (iv) the customer
has the significant risks and rewards of ownership.
When the control of the product transfers to the customer differs depending on the contractual terms of each of the Company’s
arrangements with its customers. This generally occurs at the wellhead. Transfer of control drives the presentation of
transportation, gathering, processing, and other post-production expenses (“fees and other deductions”). Fees and other
deductions incurred prior to control transfer are recorded within lease operating expenses in the consolidated statements of
operations, while fees and other deductions incurred subsequent to the control transfer are recorded as a reduction of revenues.
The Company has two general categories under which oil and natural gas revenue is generated:
1)
2)
The company sells oil production at or near the wellhead and receives an agreed-upon index price from the
purchaser, net of basis, quality and transportation differentials. Under this arrangement, control transfers at or near
the wellhead.
The Company sells unprocessed natural gas to a midstream processor at the inlet of the midstream processing
entity’s system. The midstream processor gathers and processes the raw natural gas stream and remits proceeds to
the Company from the ultimate sale of the processed natural gas liquids and residue gas to third parties. In such
arrangements, the midstream processor obtains control of the product at the inlet and is considered the Company’s
customer. Proceeds received for unprocessed gas under these arrangements are reflected as oil and natural gas
revenues within the consolidated statements of operations and are recorded net of transportation and processing fees
incurred by the midstream processor after control has transferred.
Significant judgments made in applying the guidance in ASC Topic 606 relate to the point in time when control transfers to
customers in gas processing arrangements with midstream processors. The Company does not believe that significant judgments are
required with respect to the determination of the transaction price, including amounts that represent variable consideration, as
volume and price carry a low level of estimation uncertainty given the precision of volumetric measurements and the use of index
pricing with generally predictable differentials. Accordingly, the Company does not consider estimates of variable consideration to
be constrained.
The Company’s performance obligations arise upon the production of produced oil, natural gas and natural gas liquids from wells in
which the Company has an ownership interest. The performance obligations are considered satisfied upon control transferring to a
purchaser at the wellhead, inlet, or tailgate of the midstream processor’s processing facility, or other contractually specified
delivery point. The time period between production and satisfaction of performance obligations is generally less than one day;
thus, there are no material unsatisfied or partially unsatisfied performance obligations at the end of the reporting period.
15
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
Revenue is recorded in the month when performance obligations are satisfied. However, settlement statements from the
purchasers of produced oil, natural gas and natural gas liquids and the related cash consideration are received 30 to 90 days after
production has occurred. As a result, the Company must estimate the amount of production delivered to the customer and the
consideration that will ultimately be received for sale of the product. Estimated revenue due to the Company is recorded within
the accounts receivable line item on the accompanying consolidated balance sheet until payment is received. The accounts
receivable balance from contracts with customers within the accompanying consolidated balance sheet as of September 30, 2021
was $4.6 million. To estimate accounts receivable from contracts with customers, the Company uses knowledge of its properties,
historical performance, contractual arrangements, index pricing, quality and transportation differentials, and other factors as the
basis for these estimates. Differences between estimates and actual amounts received for product sales are recorded in the month
that payment is received from the purchaser. Revenue recognized for the year ended September 30, 2021 that related to
performance obligations satisfied in prior reporting periods was immaterial.
For the Company’s product sales that have a contract term of one year or less, the Company has utilized the practical expedient in
ASC 606 that exempts it from disclosure of the transaction price allocated to remaining performance obligations if the performance
obligation is part of a contract that has an original expected duration of one year or less.
For the Company’s product sales that have a contract term greater than one year, the Company has utilized the practical expedient
in ASC 606 that states it is not required to disclose the transaction price allocated to the remaining performance obligations if the
variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit
of product represents a separate performance obligation; therefore future volumes are wholly unsatisfied and disclosure of the
transaction price allocated to remaining performance obligations is not required.
Gas Gathering Revenue
The Company also provides natural gas gathering and compression services through its ownership interest in a gas gathering system.
The Company’s gathering revenues are generated in Texas. For the provision of gas gathering and compression services, the
Company collects its share of the gathering and compression fees per unit of gas serviced and recognizes gathering revenue over
time using an output method based on units of gas gathered.
4. Fair Value Measurements
There is a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and
liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the
measurement. The three levels are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active
markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and
inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the
financial instrument.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
16
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
A financial instrument’s categorization within the valuation hierarchy is based upon 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 following table sets forth the assets and liabilities measured at fair value on a recurring basis, by level, as of September 30,
2021:
Derivative Asset
(Commodity Contracts)
Derivative Liability
(Commodity Contracts)
As of September 30, 2021
Level 1
Level 2
Level 3
Total
$
$
-
-
$
$
114,858
$
6,875,146
$
-
-
$
$
114,858
6,875,146
The Company estimates the fair value of its derivative instruments based on published forward commodity price curves as of the
date of the estimate, less discounts to recognize present values. The Company estimated the fair value of its derivatives using a
pricing model which also considered market volatility, counterparty credit risk and additional criteria in determining discount
rates. The discount rate used in the discounted cash flow projections was based on published LIBOR rates, Eurodollar futures rates
and interest swap rates. The counterparty credit risk was determined by calculating the difference between the derivative
counterparty’s bond rate and published bond rates. A credit valuation adjustment (“CVA”) for the Company is incorporated into the
derivative valuation when the overall derivative position with a counterparty is in a liability position. A CVA is calculated based on
the spread between the Company’s credit curve and a risk-free rate.
At September 30, 2021, the carrying value of cash, restricted cash, receivables and payables reflected in the Company’s
consolidated financial statements approximates fair value due to their short-term nature. The fair value of the Main Street Lending
Program Loan approximates fair value due to the interest rate being reflective of market rates.
The Company’s non-financial assets and liabilities, which are initially measured at fair value, are comprised primarily of asset
retirement obligations. These liabilities are recorded at fair value when acquired/incurred, but not re-measured at fair value in
subsequent periods. The Company classifies such initial measurements as Level 3, since certain significant unobservable inputs are
utilized in their determination. The fair value of additions to the asset retirement obligations and certain changes in the estimated
fair value of the liabilities are measured using valuation techniques consistent with the income approach, converting future cash
flows to a single discounted amount. Inputs to the valuation include: (1) estimated plug and abandonment cost based on a third-
party study; (2) estimated remaining life of each field; (3) the Company’s credit-adjusted risk-free interest rate of 3.12%; and (4)
the average inflation factor of 1.80%. These inputs require significant judgments and estimates by the Company’s management at
the time of the valuation, and are the most sensitive and subject to change.
5. Derivative Contracts
The Company periodically utilizes various hedging strategies to manage the price received for a portion of its future oil and natural
gas production to reduce exposure to fluctuations in oil and natural gas prices and to achieve a more predictable cash flow.
During 2021, the Company entered into certain derivative contracts to manage the impact of oil and natural gas price fluctuations
and as required by the terms of its credit facility. The Company did not
17
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
designate these transactions as hedges. Accordingly, all gains and losses on the derivative instruments during 2021 have been
recorded in the consolidated statement of operations.
18
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
The Company’s derivative positions at September 30, 2021, consisting of costless collars and puts, are shown in the following table:
As of September 30, 2021
Start Date
End Date
11/1/2021
1/1/2021
10/31/2024
3/31/2023
Commodity
Natural Gas
Crude Oil
Option Type
Collar
Put
Notional
Quantity
6,570,000 MMBTU
317,900 BBL
Weighted
Average
Floor
$2.175
$29.310
Weighted
Average
Ceiling
$3.093
N/A
Weighted
Average
Premium
Costless
$1.998
Gross fair values of the Company’s derivative instruments, prior to netting of assets and liabilities subject to a master netting
arrangement, are as follows:
Derivative
Financial Instruments
Commodity Contracts
Commodity Contracts
Commodity Contracts
Commodity Contracts
Total Derivatives, net
Balance Sheet Location
Current Assets - Derivative Assets
Noncurrent Assets - Derivative Assets
Current Liabilities - Derivative Liabilities
Long Term Liabilities - Derivative Liabilities
Fair Value as of
September 30, 2021
$
$
$
$
$
14,806
100,052
(5,185,147 )
(1,689,999 )
(6,760,288 )
All of the gains and losses related to derivative contracts are recorded through the “Loss on derivative instruments” account in the
consolidated statement of operations.
6. Acquisitions and Divestitures
May 2021 Disposition
In May 2021, the Company closed on the sale of certain oil and natural gas properties located in various counties in Texas and New
Mexico. The Company received no proceeds, but was relieved of $568 thousand of plugging liability. The Company did not recognize
a gain or loss on the sale as the divestiture did not significantly alter the relationship between capitalized costs and proved oil and
gas reserves.
September 2021 Acquisition
In September 2021, the Company closed on the acquisition of the remaining working interest in the Uhyrek #1-OL Unit located in
Fayette County, Texas. The full cost pool was increased by the purchase price of $456 thousand.
7.
Long-Term Debt
Long-term debt consists of the following:
September 30,
2020 Main Street Lending Program Loan
Less: Deferred Loan Costs
Long-Term Debt, net
Paycheck Protection Program Loan
2021
42,080,153
826,561
41,253,592
$
$
The Company entered into two loans in the amounts of $501 thousand on April 29, 2020, and $525 thousand on February 16, 2021,
with the Paycheck Protection Program through the United States Small Business
19
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
Administration. Each loan had a term of two years and carried an interest rate of 1%. The loan amounts were based on
approximately 2.5 months’ of payroll, rent and utilities expense and were forgivable upon showing support for applicable
expenditures and proof of eligibility requirements. The Company submitted forgiveness applications and the loans were forgiven in
June
and August of 2021, respectively. The Company has elected to use ASC 470 to account for these loans, and has recognized gains on
forgiveness of debt in the periods in which the debt was legally forgiven. The application for these funds required the Company to,
in good faith, certify that the current economic uncertainty made the loan requests necessary to support the ongoing operations of
the Company. The receipt of these funds, and the forgiveness of the loans attendant to these funds, was dependent on the
Company having initially qualified for the loan and qualifying for the forgiveness of such loans based on its future adherence to the
forgiveness criteria.
Main Street Lending Program Loan Facility
On September 4, 2020, RAM, with Holdings, Fayette and Service, as guarantors, entered into a $40.8 million loan facility with the
Main Street Lending Program and Vast Bank (the “Main Street Loan”). The Company used $26.5 million of the proceeds to repay the
debt with a former lender and deferred loan costs.
The Main Street Loan matures in 2025 and carries an interest rate of LIBOR plus 3%. The loan provides for interest to be paid in-
kind through September 4, 2021 in the amount of $1.3 million. The first interest payment is due October 4, 2021 and each month
thereafter. Principal is due as follows: 15% on September 4, 2023, 15% on September 4, 2024, and the remaining 70% on September
4, 2025.
The Main Street Loan is secured by liens on substantially all properties and assets of the borrowers. The loan agreement contains
representations, warranties and covenants customary in transactions of this nature, including a financial covenant relating to a
minimum debt service coverage ratio, calculated semi-annually. As of September 30, 2021, the Company was in compliance with its
financial covenants.
8. Commitments and Contingencies
From time to time the Company may be involved in claims and litigation arising in the ordinary course of business. In the
opinion of management, the outcome of all existing matters will not have a material adverse effect on the Company’s financial
position or results of operations.
Leases
RAM leases office space and certain equipment under non-cancelable operating lease agreements that expire on various dates
through 2024. Approximate future minimum lease payments as of September 30, 2021 are as follows:
Year Ending September 30,
2022
2023
2024
$
$
464
118
9
591
Rent expense of approximately $0.5 million was incurred under operating leases for the year ended September 30, 2021.
20
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
9. Related Party Transactions
RAM made certain payments on behalf of an officer totaling $51 thousand in 2021, which are due to the Company as of September
30, 2021.
10. Subsequent Events
The Company evaluates events and transactions occurring after the balance sheet date and before the consolidated financial
statements are available for issuance. Such events and transactions have been evaluated through November 16, 2021, the date the
consolidated financial statements were available to be issued.
On October 4 and November 4, 2021, the Company paid the first and second interest payments due on the Main Street loan in the
amounts of $109 thousand and $113 thousand, respectively.
21
EXHIBIT 99.2
Exhibit 99.3
RAM ENERGY HOLDINGS LLC
AND SUBSIDIARIES
Consolidated Financial Statements
As of and for the Year Ended
September 30, 2020
RAM ENERGY HOLDINGS LLC
AND SUBSIDIARIES
Consolidated Financial Statements
As of and for the Year Ended
September 30, 2020
RAM Energy Holdings LLC and Subsidiaries
Contents
Independent Auditor’s Report
Consolidated Financial Statements
Consolidated Balance Sheet as of September 30, 2020
Consolidated Statement of Operations
for the Year Ended September 30, 2020
Consolidated Statement of Member’s Equity
for the Year Ended September 30, 2020
Consolidated Statement of Cash Flows
for the Year Ended September 30, 2020
Notes to Consolidated Financial Statements
2
Page
3
5
6
7
8
9-20
Independent Auditor’s Report
To the Board of Directors RAM Energy Holdings
LLC
Tulsa, Oklahoma
We have audited the accompanying consolidated financial statements of RAM Energy Holdings LLC and its subsidiaries (the
“Company”), which comprise the consolidated balance sheet as of September 30, 2020, and the related consolidated statements of
operations, member’s equity, and cash flows for the year then ended, and the related notes to the consolidated financial
statements.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America; this includes the design, implementation, and
maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit
in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of RAM Energy Holdings LLC and its subsidiaries as of September 30, 2020, and the results of their operations and their
cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter
As more fully described in Note 2 to the consolidated financial statements, the Company has been materially impacted by the
outbreak of a novel coronavirus (COVID-19), which was declared a global pandemic by the World Health Organization in March
2020. The pandemic has compounded the crude oil price volatility due to disruption of global supply and demand, which has, and
may continue to have a material impact to the Company’s financial position and results of operations. Our opinion is not modified
with respect to this matter.
/s/ BDO USA, LLP
Houston, TX
November 16, 2020
Consolidated Financial Statements
RAM Energy Holdings LLC and Subsidiaries
Consolidated Balance Sheet
September 30,
Assets
Current Assets
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses
Total Current Assets
Property and Equipment, at Cost
Proved oil and natural gas properties and equipment,
full cost method
Unproved oil and natural gas properties
Gas gathering and processing equipment
Other property and equipment
Less: accumulated depreciation, depletion,
amortization and impairment
Net Property and Equipment
Other Assets
Restricted cash
Other
Total Other Assets
Total Assets
Liabilities and Member’s Equity
Current Liabilities
Accounts payable
Revenue payable
Accrued liabilities
Derivative liabilities
Current portion of asset retirement obligations
Total Current Liabilities
Asset Retirement Obligations, net of current portion
Long-Term Debt, net
Total Liabilities
Commitments and Contingencies (Note 9)
Member’s Equity
$
2020
8,670,146
1,776,351
167,589
10,614,086
116,121,091
7,488,377
17,610,003
534,903
141,754,374
(90,727,620 )
51,026,754
741,524
15,334
756,858
$
62,397,698
$
9,297,593
1,526,449
1,074,357
537,157
903,228
13,338,784
4,827,793
40,293,546
58,460,123
3,937,575
Total Liabilities and Member’s Equity
$
62,397,698
The accompanying notes are an integral part of these consolidated financial statements.
5
RAM Energy Holdings LLC and Subsidiaries
Consolidated Statement of Operations
Year Ended September 30,
Operating Revenues
Crude oil sales
Natural gas sales
Natural gas liquids sales
Water supply services
Gathering fees
Total Revenues
Operating Expenses
Oil and natural gas operating expenses
Oil and natural gas production taxes
Water usage
Depreciation, depletion and amortization
Impairment of oil and gas properties
Accretion of asset retirement obligations
Bad debt expense
General and administrative, overhead and other
expenses, net of operator's overhead fees
Total Operating Expenses
Loss from Operations
Other Income (Expense)
Interest expense
Interest income
Gain on derivative instruments
Other income, net
Total Other Income (Expense)
Net Loss
2020
$
13,242,725
8,046,227
5,281,458
748,221
3,267,474
30,586,105
19,371,952
713,228
75,000
14,816,892
32,455,508
576,665
1,050
4,450,780
72,461,075
(41,874,970 )
(5,945,697 )
86,697
2,322,535
82,745
(3,453,720 )
(45,328,690 )
$
The accompanying notes are an integral part of these consolidated financial statements.
6
RAM Energy Holdings LLC and Subsidiaries
Consolidated Statement of Member’s Equity
Balance, October 1, 2019
Conversion of debt to equity
Net loss
Balance, September 30, 2020
Units
Member’s
Equity (Deficit)
84,747
96,058
-
180,805
$
$
(37,177,068 )
86,443,333
(45,328,690 )
3,937,575
The accompanying notes are an integral part of these consolidated financial statements.
7
RAM Energy Holdings LLC and Subsidiaries
Consolidated Statement of Cash Flows
Year Ended September 30,
2020
Cash Flows from Operating Activities
Net loss
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation, depletion and amortization
Impairment of oil and gas properties
Interest expense paid in kind
Amortization of deferred loan costs
Accretion of asset retirement obligations
Bad debt expense
Gain on derivative instruments
Derivative cash settlements
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other assets
Accounts payable and revenue payable
Drilling advances
Settlements of asset retirement obligations
Accrued liabilities
Net Cash Used in Operating Activities
Cash Flows from Investing Activities
Payments for oil and natural gas properties and equipment
Proceeds from sales of oil and natural gas properties
Payments for other property and equipment
Net Cash Used in Investing Activities
Cash Flows from Financing Activities
Proceeds from borrowings on long-term debt
Payments on long-term debt
Deferred financing costs
Net Cash Provided by Financing Activities
Net Increase in Cash, Cash Equivalents and Restricted Cash
Cash, Cash Equivalents and Restricted Cash - Beginning of Year
Cash, Cash Equivalents and Restricted Cash - End of Year
Supplemental Cash Flow Information
Cash paid for interest
Non-Cash Investing and Financing Activities
Oil and natural gas properties accrued
Asset retirement obligations
Conversion of debt to equity
$
(45,328,690 )
14,816,892
32,455,508
1,443,333
8,466
576,665
1,050
(2,322,535 )
2,859,692
6,049,168
57,806
(18,113,792 )
(2,226,283 )
(664,473 )
(507,152 )
(10,894,345 )
(34,021,957 )
75,000
(7,297 )
(33,954,254 )
81,801,000
(30,500,000 )
(965,920 )
50,335,080
5,486,481
3,925,189
9,411,670
2,301,546
1,935,869
334,919
86,443,333
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
8
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
1. Nature of Operations and Organization
RAM Energy Holdings LLC (“Holdings”) is a Delaware limited liability company, wholly-owned by PennantPark Investment
Corporation (“PennantPark”), and was formed in July 2014 as a holding company for interest ownership in RAM Energy LLC (“RAM”).
RAM Fayette LLC (“Fayette”) was formed in September 2017 and Fayette Service Company LLC (“Service”) was formed in June
2018, both as wholly-owned subsidiaries of RAM. On October 1, 2019, RAM contributed its ownership in Service to Holdings and
Service became wholly-owned by Holdings. Holdings, RAM, Fayette and Service are herein referred to as the “Company.”
RAM was formed in April 2012 as a privately held, independent oil and natural gas company engaged in the acquisition, exploration,
exploitation, development and production of oil and natural gas.
In September 2017, Holdings issued PennantPark 61,606 common units in satisfaction of the $88 million of outstanding debt that
RAM owed to PennantPark. Holdings then entered into a new $35 million term loan. In June 2018, the credit agreement was
amended to add a $15 million revolving loan. The credit agreement was amended in January 2019 and May 2019 to increase the
revolving loan to $40 million, and further amended in October 2019 to increase the revolving loan to $50 million. In January 2020,
the debt was restructured and converted to equity, and Holdings issued PennantPark 96,058 common units in satisfaction of the $86
million in debt that Holdings owed to PennantPark. See Notes 7 and 8.
In July 2018, the Company began a drilling program in the Austin Chalk formation. Fayette was formed to be an owner in the new
wells drilled, and Service was formed to invest in gathering and facilities infrastructure.
RAM operates exclusively in the upstream segment of the oil and gas industry with activities including the drilling, completion, and
operation of oil and natural gas wells. RAM conducts the majority of its operations in the state of Texas, with minor operations in
the states of Arkansas, New Mexico and Oklahoma.
2. Liquidity and Recent Events
A novel strain of coronavirus (“COVID-19”) was first identified in December 2019, and subsequently declared a global pandemic by
the World Health Organization in March 2020. As a result of the outbreak, many companies have experienced disruptions in their
operations and in markets served.
The adverse economic effects of the COVID-19 outbreak have materially decreased demand for crude oil based on the restrictions
in place by governments trying to curb the outbreak and changes in consumer behavior. This has led to a significant global
oversupply of oil and consequently a substantial decrease in crude oil prices. In response to the reduction in crude oil prices, the
Company has instituted cost reduction measures that include negotiated cost reductions with vendors and elimination or deferral
of certain discretionary capital spending. Further, as discussed in Note 1, the Company’s sole Member converted all of its
outstanding debt to equity during the year, and as further discussed in Note 7, the Company also refinanced its debt with
Macquarie with a loan from the Main Street Lending Program, which is part of the U.S. Federally enacted “CAREs Act”. As a result
of these two transactions, the Company has no debt principal payments due until 2023 and no cash interest payments due until
October 2021.
While management believes it has sufficient liquidity to fund its cash requirements through November 2021 based on current oil
and gas pricing models and derivative instruments the Company has in place, the full impact of the COVID-19 pandemic continues
to evolve, and as such, the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future
9
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
results of operations is uncertain. Management is actively monitoring the impact of the COVID-19 pandemic and oil and gas pricing
volatility on the Company's financial position, liquidity, operations, suppliers, industry and workforce.
3. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Holdings, its wholly-owned subsidiaries, RAM and
Service, and RAM’s wholly-owned subsidiary, Fayette. All significant intercompany accounts and transactions have been eliminated
in consolidation.
Property and Equipment
The Company follows the full cost method of accounting for oil and natural gas properties. Under this method, all productive and
nonproductive costs incurred in connection with the acquisition, exploration, and development of oil and natural gas reserves are
capitalized. No gains or losses are recognized upon the sale or other disposition of oil and natural gas properties except in
transactions that would significantly alter the relationship between capitalized costs and proved reserves. The costs of unevaluated
oil and natural gas properties are excluded from the amortizable base until the time that either proven reserves are found or it has
been determined that such properties are impaired. As properties become evaluated, the related costs are transferred to proved
oil and natural gas properties.
Under the full cost method, the net book value of oil and natural gas properties may not exceed the estimated after-tax future net
revenues from proved oil and natural gas properties, discounted at 10% (the “Ceiling Limitation”). In arriving at estimated future
net revenues, estimated lease operating expenses, development costs, and certain production-related and ad valorem taxes are
deducted.
In calculating future net revenues, prices and costs are held constant indefinitely, except for changes that are fixed and
determinable by existing contracts. The net book value is compared to the Ceiling Limitation and the excess, if any, of the net
book value above the Ceiling Limitation is charged to expense in the period in which it occurs and is not subsequently reinstated.
During the first half of calendar 2020, crude oil prices declined significantly due to the Saudi-Russia conflict and decreased demand
as a result of the COVID-19 pandemic. As a result, the Company recognized an impairment of $32.5 million during the year ended
September 30, 2020.
The costs directly associated with unevaluated oil and natural gas properties are not initially included in the amortization base and
relate to unproved leasehold acreage, seismic data, wells and production facilities in progress and wells pending determination.
Unevaluated leasehold costs are transferred to the amortization base once determination has been made or upon expiration of a
lease. Geological and geophysical costs and cumulative drilling costs to date associated with a specific unevaluated property are
transferred to the amortization base with the associated leasehold costs on a specific project basis. Costs associated with wells in
progress and wells pending determination are transferred to the amortization base once a determination is made whether or not
proved reserves can be assigned to the property. All costs included in the Company’s unevaluated property balance are assessed on
a periodic basis for possible impairment or reduction in value. The assessment includes consideration of numerous factors,
including intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, assignment of
proved reserves and economic viability of development if proved reserves are assigned. Any impairments of unevaluated properties
are transferred to the amortization base. The Company did not have any impairment of its unproved oil and gas properties for the
year ended September 30, 2020.
10
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
Depreciation, Depletion and Amortization
All capitalized costs of oil and natural gas properties and equipment, including the estimated future costs to develop proved
reserves, are amortized using the unit-of-production method based on total proved reserves. Depreciation of gathering assets and
related facilities, and other equipment is computed on the straight-line method over the estimated useful lives of the assets,
generally ranging from 3 to 30 years. Amortization of leasehold improvements is computed based on the straight-line method over
the term of the associated lease or estimated useful life, whichever is shorter.
Other property and equipment consists principally of furniture and equipment and leasehold improvements. Other property and
equipment and related accumulated depreciation and amortization are relieved upon retirement or sale and the gain or loss is
included in operations. Renewals and replacements that extend the useful life of property and equipment are treated as capital
additions. Depreciation expense of other property and equipment for the year ended September 30, 2020 was approximately $463
thousand.
Cash and Cash Equivalents
All highly liquid unrestricted investments with a maturity of three months or less when purchased are considered to be cash
equivalents.
Restricted Cash
At September 30, 2020, the Company had approximately $742 thousand in certificates of deposit held as collateral for letters of
credit for the beneficiary of states for the purpose of plugging and abandonment costs of the wells in which the Company has an
interest. Such amounts are classified as restricted cash in the accompanying consolidated balance sheet.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of
financial position that sum to the total of the same such amounts shown in the statement of cash flows:
September 30,
Cash and cash equivalents
Restricted cash included in other long-term assets
Total cash, cash equivalents, and restricted cash
shown in the statement of cash flows
11
2020
$
8,670,146
741,524
$
9,411,670
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
Concentrations of Credit Risk
The Company sells oil and natural gas to various customers and participates with other parties in the drilling, completion and
operation of oil and natural gas wells. Joint interest and oil and natural gas sales receivables related to these operations are
generally unsecured. For the year ended September 30, 2020, over 87% of total revenues and total receivables were from two
customers. The Company provides an allowance for doubtful accounts for certain purchasers and certain joint interest owners’
receivable balances when the Company believes the receivable balance may not be collected. Accounts receivable are presented
net of the related allowance for doubtful accounts. At September 30, 2020, the allowance for doubtful accounts was $8 thousand.
In 2020, the Company had cash deposits in certain banks that at times exceeded the maximum insured by the Federal Deposit
Insurance Corporation. The Company monitors the financial condition of the banks and has experienced no losses on these
accounts.
General and Administrative Expenses
The Company receives fees for the operation of jointly owned oil and natural gas properties and records such reimbursements as
reductions of general and administrative expenses. Such fees totaled approximately $0.5 million for the year ended September 30,
2020.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Estimates and assumptions that, in the opinion of management are
significant, include oil and natural gas reserves, depreciation, depletion and amortization related to oil and natural gas properties,
asset retirement obligations and derivative instrument valuations. The Company evaluates its estimates and assumptions on a
regular basis. Estimates are based on historical experience and various other assumptions that are believed to be reasonable under
the circumstances. Actual results may differ from these estimates.
Oil and Natural Gas Reserves Estimates
Independent petroleum and geological engineers prepare estimates of the Company’s oil and natural gas reserves. Proved reserves
and the estimated future net revenues are estimated based upon a combination of historical data and estimates of future activity.
Consistent with Topic 932 of the Codification, at September 30, 2020, the Company calculated its estimate of proved reserves using
a twelve month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each period
within the twelve-month period prior to the end of the reporting period. The reserve estimates are used in the assessment of the
Company’s ceiling limitation and in calculating depreciation, depletion and amortization. Significant assumptions are required in
the valuation of proved oil and natural gas reserves which, as described herein, may affect the amount at which oil and natural gas
properties are recorded. Actual results could differ materially from these estimates.
Asset Retirement Obligations
The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made, and the associated asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. The Company determines its asset retirement obligations on its oil and natural gas properties by calculating the
present value of the estimated cash flows related to the estimated liability. Periodic accretion of the discount of
12
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
the estimated liability associated with the Company’s oil and natural gas properties is recorded in the consolidated statement of
operations.
The Company recorded the following activity related to the asset retirement obligations:
Year Ended September 30,
Liability for Asset Retirement Obligations,
Beginning of Year
Accretion expense
Additions
Obligations for wells sold
Settlements
Changes in estimates
Liability for Asset Retirement Obligations,
End of Year
Less: Current asset retirement obligations
Long-Term Asset Retirement Obligations
Revenue Recognition
2020
$
5,483,910
576,665
124,960
(432,932 )
(664,473 )
642,891
5,731,021
903,228
4,827,793
$
Oil and natural gas sales are recognized when production is sold to a purchaser at a fixed or determinable price, delivery has
occurred, title has transferred, and collectability of the revenue is probable. Delivery occurs and title is transferred when
production has been delivered to a pipeline, railcar or truck. The sales method of accounting is used for oil and natural gas sales
such that revenues are recognized based on the Company’s share of actual proceeds from the oil and natural gas sold to
purchasers. Oil and natural gas imbalances are generated on properties for which two or more owners have the right to take
production “in-kind” and, in doing so take more or less than their respective entitled percentage. As of September 30, 2020, there
were no significant oil and natural gas imbalances.
Income Taxes
RAM, Fayette and Service are disregarded subsidiaries of Holdings. As Holdings has elected to be classified as a corporation, a tax
provision has been calculated for the year ended September 30, 2020.
The benefit for income taxes differs from the amount computed by applying the statutory federal income tax rate to loss before
provision for income taxes. For the year ended September 30, 2020, the Company had a benefit for income taxes of $12.5 million,
which was completely offset by a valuation allowance. The significant differences between pre-tax book income and taxable book
income relate to non-deductible expenses, state income taxes, change in valuation allowance, and other adjustments to deferred
tax balances.
13
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
The sources and tax effects of the differences are as follows:
Year Ended September 30,
Income tax benefit at the federal statutory rate (21%)
Return to provision adjustments
State income tax expense, net of federal benefit
Other
Change in valuation allowance
Income tax benefit
$
2020
(9,519,026 )
(1,213,195 )
(1,793,866 )
12,671
12,513,416
$
-
The Company’s income tax provision was computed based on the federal statutory rate and the average state statutory rates, net
of the related federal benefit. Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company’s deferred tax assets and liabilities are as follows:
September 30,
2020
Depreciable/depletable property, plant and equipment
$
15,471,467
Asset retirement obligation
Derivative assets
Reserves and other
Net operating loss carryforward
Total noncurrent deferred tax assets
Valuation allowance
Net noncurrent deferred tax assets
1,181,556
606,481
22,473
18,072,194
35,354,171
(35,354,171 )
$
-
As of September 30, 2020, the Company has a net operating loss carryforward of approximately $79 million for federal income tax
reporting purposes. Of this amount, $31.4 million will begin to expire in 2034 and $47.6 million has an indefinite carryforward
period. The 2018 Tax Cuts and Jobs Act changed the rules related to uses and limitations of net operating loss carryforwards
created in tax years beginning after December 31, 2017. Based on the history of losses of the predecessor entity and the continued
depression of oil and gas prices, the Company concluded it was not more likely than not that the net operating losses would be
utilized; accordingly, a valuation allowance was recorded. In addition, the Company has generated a net operating loss
carryforward for state income tax purposes, which the Company believes is not more likely than not to be realized during the
relevant carryforward periods; however, such amounts have not been separately disclosed in the consolidated financial statements
as the Company does not believe that these net operating losses are material to the amounts presented herein.
A valuation allowance has been established with respect to the portion of the deferred tax asset associated with tax basis in excess
of carrying value of the Company’s assets for which the Company currently does not reasonably believe under the deferred tax
asset realization criteria set forth in Topic 740 that it will more likely than not realize a benefit in future periods. As of September
30, 2020, the Company recorded a valuation allowance of $35.4 million.
Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not
that the income tax position will be sustained, based upon
14
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than
not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50
percent likely to be realized upon its ultimate settlement. The Company had no uncertain tax positions as of September 30, 2020.
The Company’s federal and state tax returns from its inception remain subject to examination by the applicable tax authorities.
4. Fair Value Measurements
There is a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and
liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the
measurement. The three levels are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active
markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,
and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the
financial instrument.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon 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 following table sets forth the assets and liabilities measured at fair value on a recurring basis, by level, as of September 30,
2020:
As of September 30, 2020
Level 1
Level 2
Level 3
Total
Derivative Liability (Commodity Contracts)
$
-
$
537,157
$
-
$
537,157
The Company estimates the fair value of its derivative instruments based on published forward commodity price curves as of the
date of the estimate, less discounts to recognize present values. The Company estimated the fair value of its derivatives using a
pricing model which also considered market volatility, counterparty credit risk and additional criteria in determining discount
rates. The discount rate used in the discounted cash flow projections was based on published LIBOR rates, Eurodollar futures rates
and interest swap rates. The counterparty credit risk was determined by calculating the difference between the derivative
counterparty’s bond rate and published bond rates. A credit valuation adjustment (“CVA”) for the Company is incorporated into the
derivative valuation when the overall derivative position with a counterparty is in a liability position. A CVA is calculated based on
the spread between the Company’s credit curve and a risk-free rate.
At September 30, 2020, the carrying value of cash, restricted cash, receivables and payables reflected in the Company’s
consolidated financial statements approximates fair value due to their short-term nature. The fair value of the Main Street Lending
Program Loan approximates fair value due to the interest rate being reflective of market rates and the Paycheck Protection
Program Loan is not material.
15
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
The Company’s non-financial assets and liabilities, which are initially measured at fair value, are comprised primarily of asset
retirement obligations. These liabilities are recorded at fair value when acquired/incurred, but not re-measured at fair value in
subsequent periods. The Company classifies such initial measurements as Level 3, since certain significant unobservable inputs are
utilized in their determination. The fair value of additions to the asset retirement obligations and certain changes in the estimated
fair value of the liabilities are measured using valuation techniques consistent with the income approach, converting future cash
flows to a single discounted amount. Inputs to the valuation include: (1) estimated plug and abandonment cost based on a third-
party study; (2) estimated remaining life of each field; (3) the Company’s credit-adjusted risk-free interest rate of 3.24%; and (4)
the average inflation factor of 1.80%. These inputs require significant judgments and estimates by the Company’s management at
the time of the valuation, and are the most sensitive and subject to change.
5. Derivative Contracts
The Company periodically utilizes various hedging strategies to manage the price received for a portion of its future oil and natural
gas production to reduce exposure to fluctuations in oil and natural gas prices and to achieve a more predictable cash flow.
During 2020, the Company entered into certain derivative contracts to manage the impact of oil and natural gas price fluctuations
and as required by the terms of its credit facility. The Company did not designate these transactions as hedges. Accordingly, all
gains and losses on the derivative instruments during 2020 have been recorded in the consolidated statement of operations.
The Company’s derivative position at September 30, 2020, consisting of swaps, is shown in the following table:
Start Date
End Date
Commodity
Notional
Quantity
Average
Strike Price
Contract 1
11/1/2020
3/31/2021 Natural Gas
1,208,000
MMBTU
$
2.601
Gross fair values of the Company’s derivative instruments, prior to netting of assets and liabilities subject to a master netting
arrangement, are as follows:
Derivative
Financial Instruments
Balance Sheet Location
Fair Value as of
September 30, 2020
Commodity Contracts
Current Liabilities-Derivative Liabilities
$
$
537,157
537,157
During 2020, the Company entered into certain derivative contracts with Macquarie Investments US Inc. (“Macquarie”). The
Company unwound and terminated the derivative contracts in connection with the extinguishment of the debt with Macquarie,
after obtaining financing from the Main Street Lending Program. See Note 7.
All of the gains and losses related to derivative contracts are recorded through the “Gain on derivative instruments” account in the
consolidated statement of operations.
16
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
6. Acquisitions and Divestitures
Leon County Disposition
In February 2020, the Company closed on the sale of certain oil and natural gas properties located in Leon County, Texas for $75
thousand in proceeds, and was relieved of $288 thousand of plugging liability. The full cost pool was reduced by the net proceeds.
Brazos County Disposition
In April 2020, the Company closed on the sale of certain oil and natural gas properties located in Brazos County, Texas. The
Company received no proceeds but was relieved of $102 thousand of plugging liability.
Dewitt County Disposition
In July 2020, the Company closed on the sale of certain oil and natural gas properties located in Dewitt County, Texas. The
Company received no proceeds but was relieved of $42 thousand of plugging liability.
7. Long-Term Debt
Long-term debt consists of the following:
September 30,
2020 Main Street Lending Program Loan
2020 Paycheck Protection Program Loan
Less: Deferred Financing Costs
Long-Term Debt, net
2020
$
40,800,000
501,000
41,301,000
1,007,454
40,293,546
$
$
$
17
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
PennantPark Credit Facility
On September 30, 2019, the Company had a 2017 term loan of $35 million and a 2018 revolving loan of $40 million under a loan
agreement with PennantPark. The loan agreement was to mature on July 2, 2022. In October 2019, the loan agreement was
amended to increase the revolving loan commitment to $50 million. Both the term loan and revolving loan carried an interest rate
of 8% with a 50% paid-in-kind interest option. In December 2019 and January 2020, the loans with PennantPark were restructured
and converted to equity, and Holdings issued PennantPark 96,058 common units in satisfaction of the $86 million in debt that
Holdings owed to PennantPark.
Macquarie Credit Facility
On October 16, 2019, RAM, Fayette and Service, as co-borrowers, entered into a $70 million credit facility with Macquarie
Investments US Inc. (“Macquarie”) as Administrative Agent for itself. The amount funded at closing was $30.5 million, net of
deferred loan costs. The facility included a $30.5 million Tranche A term loan, a $16 million Tranche B term loan and a $23.5
million Tranche C term loan. Wells that were currently drilling were identified as Tranche A wells. Tranche B and Tranche C wells
are identified in RAM’s future development plan. Tranche A was funded at closing, and was used to pay a working capital deficit
and other development and operating costs of Tranche A wells. Tranches B and C were to be available when certain wells satisfied
production targets and other conditions were met.
The Tranche A term loan provided for monthly payments of interest and principal during its term. Interest was charged at LIBOR
plus the Applicable Margin of 8.0%. The Tranche A monthly amortization payments varied based on production of the new Fayette
wells. The first principal repayment was due November 30, 2019.
The facility was secured by liens on substantially all properties and assets of the borrowers. The loan agreement contained
representations, warranties and covenants customary in transactions of this nature, including financial covenants relating to a
current ratio, a maximum leverage ratio and a PDP coverage ratio. The facility further provided for certain hedging requirements,
and the Company entered into certain hedging agreements during October 2019.
The Company repaid the credit facility on September 15, 2020 with proceeds from the Main Street Loan as further discussed below.
The agreement was terminated at that time.
Paycheck Protection Program Loan
On April 29, 2020, the Company entered into a $501 thousand loan with the Paycheck Protection Program through the United States
Small Business Administration. The loan has a term of two years and carries an interest rate of 1%. The loan amount is based on
approximately 2.5 months’ of payroll, rent and utilities expense and is forgivable upon showing support for applicable expenditures
and proof of eligibility requirements. The Company submitted a forgiveness application in September 2020. The Company has
elected to use ASC 470 to account for this loan and will record a gain on forgiveness of debt in the period in which the debt is
legally forgiven. The application for these funds requires the Company to, in good faith, certify that the current economic
uncertainty made the loan request necessary to support the ongoing operations of the Company. The receipt of these funds, and
the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and
qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria.
18
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
Main Street Lending Program Loan Facility
On September 4, 2020, RAM, with Holdings, Fayette and Service, as guarantors, entered into a $40.8 million loan facility with the
Main Street Lending Program and Vast Bank (the “Main Street Loan”). The Company used $26.5 million of the proceeds to repay
the debt with Macquarie and deferred loan costs.
The Main Street Loan matures in 2025 and carries an interest rate of LIBOR plus 3%. The first interest payment is due October 4,
2021 and each month thereafter. Principal is due as follows: 15% on September 4, 2023, 15% on September 4, 2024, and the
remaining 70% on September 4, 2025.
The Main Street Loan is secured by liens on substantially all properties and assets of the borrowers. The loan agreement contains
representations, warranties and covenants customary in transactions of this nature, including a financial covenant relating to a
minimum debt service coverage ratio, calculated semi-annually. As of September 30, 2020, the Company was in compliance with its
financial covenants.
8. Member’s Equity
PennantPark holds all units in Holdings. Debt restructuring in December 2019 and January 2020 included PennantPark contributing
the then outstanding 2017 $35 million term loan plus the 2018 $50 million revolving loan to Holdings, effectively extinguishing the
debt. In exchange, Holdings issued PennantPark 96,058 common units. As PennantPark is the sole owner of Holdings, the debt
restructuring was deemed a capital transaction at cost basis with no gain or loss recorded. The cost basis of the debt plus interest
paid-in-kind immediately prior to the extinguishment and the resulting equity contribution was $86 million on conversion of the
debt.
9. Commitments and Contingencies
From time to time the Company may be involved in claims and litigation arising in the ordinary course of business. In the opinion of
management, the outcome of all existing matters will not have a material adverse effect on the Company’s financial position or
results of operations.
Leases
RAM leases office space and certain equipment under non-cancelable operating lease agreements that expire on various dates
through 2024. Approximate future minimum lease payments as of September 30, 2020 are as follows:
Year Ending September 30,
2021
2022
2023
2024
2025
$
$
458
389
108
9
-
964
Rent expense of approximately $0.5 million was incurred under operating leases for the year ended September 30, 2020.
19
RAM Energy Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
10. Related Party Transactions
RAM made certain payments on behalf of an officer totaling $59 thousand in 2020, which are due to the Company as of September
30, 2020.
11. Subsequent Events
The Company evaluates events and transactions occurring after the balance sheet date and before the consolidated financial
statements are available for issuance. Such events and transactions have been evaluated through November 16, 2020, the date the
consolidated financial statements were available to be issued.
The Company entered derivative positions in October and November 2020, as summarized in the following table:
Start Date
End Date
Commodity
Option
Type
Notional
Quantity
4/1/2021
10/31/2023
Natural Gas
Collar
3,442,500
MMBTU
1/1/2021
3/31/2023
Crude Oil
Put
153,400
BBL
Weighted
Average
Floor
Weighted
Average
Ceiling
Weighted
Average
Premium
$
$
2.575
$
3.153
Costless
25.000
N/A
$
1.919
20
Report of Independent Registered Public Accounting Firm
EXHIBIT 99.4
Board of Directors and Stockholders
PennantPark Investment Corporation and its Subsidiaries
Our audits of the consolidated financial statements and internal control over financial reporting referred to in our reports dated November 17, 2022, (appearing in the accompanying Form 10-K)
also included an audit of the senior securities table of PennantPark Investment Corporation and its Subsidiaries (the Company) appearing in Part II, Item 7 in this Form 10-K. This table is the
responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits of the consolidated financial statements.
In our opinion, the senior securities table, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set
forth therein.
/s/ RSM US LLP
New York, New York
November 17, 2022