UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 13, 2021
(Date of earliest event reported)
PennantPark Investment Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 814-00736 | 20-8250744 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 590 Madison Avenue, 15th Floor, New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 905-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.001 per share | PNNT | The Nasdaq Stock Market LLC | ||
| 5.50% Notes due 2024 | PNNTG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition |
PRELIMINARY ESTIMATES OF CERTAIN FINANCIAL HIGHLIGHTS
PennantPark Investment Corporation (NASDAQ: PNNT) (“PNNT”, the “Company,” “we,” “us,” or “our”) today announced certain preliminary estimates of its financial results for the quarter ended March 31, 2021.
| • | GAAP net asset value per share is estimated to be between $9.15 and $9.25 per common share as of March 31, 2021. This compares to a GAAP net asset value per common share of $8.78 as of December 31, 2020. |
| • | Net investment income is estimated to be between $0.12 and $0.14 per common share for the quarter ended March 31, 2021. This compares to net investment income of $0.12 per common share for the quarter ended December 31, 2020. |
| • | No loans were on non-accrual status as of March 31, 2021. |
| • | As of March 31, 2021, at cost, we had approximately $375.5 million of borrowings outstanding under our multi-currency, senior secured revolving credit facility with Truist Bank (formerly SunTrust Bank), approximately $86.3 million in aggregate principal amount of 5.50% Notes due 2024 outstanding and $108.5 million of indebtedness outstanding under our Small Business Administration debentures. |
| • | As of March 31, 2021, we had approximately $33.9 million in cash and cash equivalents. |
These estimates are subject to the completion of our financial closing procedures and are not a comprehensive statement of our financial position, results of operations or cash flows for the quarter ended March 31, 2021. Final results may differ materially from these estimates as a result of the completion of our financial closing procedures, as well as any subsequent events, including the discovery of information affecting fair values of our portfolio investments as of March 31, 2021, arising between the date hereof and the completion of our financial statements and the filing of our Form 10-Q for the quarter then ended.
The preliminary financial estimates provided herein have been prepared by, and are the responsibility of PNNT’s management. RSM US LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, RSM US LLP does not express an opinion or any other form of assurance with respect thereto.
Forward-Looking Statements
This report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (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 the Company files under the Exchange Act. All statements other than statements of historical facts included in this report on Form 8-K are forward-looking statements and are not guarantees of future performance or results, and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission as well as changes in the economy and risks associated with possible disruption in the Company’s operations or the economy generally due to terrorism, natural disasters or pandemics such as COVID-19. The Company undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
The Company may use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from its historical experience and present expectations.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 13, 2021 | PENNANTPARK INVESTMENT CORPORATION | |||||
| By: | /s/ Aviv Efrat | |||||
| Aviv Efrat | ||||||
| Chief Financial Officer & Treasurer | ||||||