•]`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 8, 2023 was
PENNANTPARK INVESTMENT CORPORATION
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
2
PART I—CONSOLIDATED FINANCIAL INFORMATION
We are filing this Quarterly Report on Form 10-Q, or the Report, in compliance with Rule 13a-13 as promulgated by the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In this 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 subsidiaries, 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.
3
Item 1. Consolidated Financial Statements
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share and per share data)
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December 31, 2022 |
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September 30, 2022 |
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(unaudited) |
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Assets |
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Investments at fair value |
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Non-controlled, non-affiliated investments (cost—$ |
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$ |
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$ |
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Non-controlled, affiliated investments (cost—$ |
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Controlled, affiliated investments (cost— |
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Total investments (cost—$ |
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Cash and cash equivalents (cost—$ |
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Interest receivable |
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Receivable for investments sold |
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— |
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Distribution receivable |
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Prepaid expenses and other assets |
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Total assets |
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Liabilities |
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Distributions payable |
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Payable for investments purchased |
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— |
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Truist Credit Facility payable, at fair value (cost—$ |
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2026 Notes payable, net (par— $ |
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2026 Notes-2 payable, net (par— $ |
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SBA debentures payable, net (par—$ |
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Base-management fee payable, net (See Note 3) |
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Incentive fee payable (See Note 3) |
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— |
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Interest payable on debt |
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Accrued other expenses |
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Current tax liability |
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Total liabilities |
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(See Note 11) |
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Net assets |
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Common stock, |
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Paid-in capital in excess of par value |
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Accumulated deficit |
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( |
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( |
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Total net assets |
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$ |
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$ |
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Total liabilities and net assets |
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$ |
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$ |
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Net asset value per share |
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$ |
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$ |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
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Three Months Ended December 31, |
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2022 |
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2021 |
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Investment income: |
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From non-controlled, non-affiliated investments: |
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Interest |
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$ |
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$ |
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Payment-in-kind |
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— |
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Other income |
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From controlled, affiliated investments: |
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Interest |
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Payment-in-kind |
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Dividend income |
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Total investment income |
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Expenses: |
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Base management fee (See Note 3) |
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Performance-based incentive fee (See Note 3) |
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Interest and expenses on debt (See Note 10) |
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Administrative services expenses (See Note 3) |
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Other general and administrative expenses |
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Expenses before provision for taxes |
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Provision for taxes on net investment income |
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Net expenses |
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Net investment income |
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Realized and unrealized gain (loss) on investments and debt: |
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Net realized gain (loss) on investments and debt: |
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Non-controlled, non-affiliated investments |
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Non-controlled and controlled, affiliated investments |
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— |
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( |
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Debt extinguishment |
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— |
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( |
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Net realized gain (loss) on investments and debt |
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( |
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Net change in unrealized appreciation (depreciation) on: |
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Non-controlled, non-affiliated investments |
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( |
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( |
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Non-controlled and controlled, affiliated investments |
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( |
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Provision for taxes on unrealized appreciation (depreciation) on investments |
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( |
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Debt appreciation (depreciation) (See Notes 5 and 10) |
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( |
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Net change in unrealized appreciation (depreciation) on investments and debt |
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( |
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Net realized and unrealized gain (loss) from investments and debt |
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( |
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Net increase (decrease) in net assets resulting from operations |
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Net increase (decrease) in net assets resulting from operations per common share (See Note 7) |
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$ |
( |
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$ |
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Net investment income per common share |
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$ |
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$ |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
(In thousands)
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Three Months Ended December 31, |
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2022 |
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2021 |
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Net increase (decrease) in net assets resulting from operations: |
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Net investment income |
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$ |
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$ |
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Net realized gain (loss) on investments and debt |
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( |
) |
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Net change in unrealized appreciation (depreciation) on investments |
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( |
) |
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Net change in provision for taxes on unrealized appreciation (depreciation) on investments |
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( |
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Net change in unrealized (appreciation) depreciation on debt |
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( |
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Net increase (decrease) in net assets resulting from operations |
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( |
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Distributions to stockholders: |
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( |
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( |
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Net increase (decrease) in net assets |
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( |
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Net assets: |
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Beginning of period |
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End of period |
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$ |
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$ |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
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Three months ended December 31, |
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2022 |
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2021 |
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Cash flows from operating activities: |
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Net increase (decrease) in net assets resulting from operations |
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$ |
( |
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$ |
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Adjustments to reconcile net increase (decrease) in net assets resulting from |
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Net change in net unrealized (appreciation) depreciation on investments |
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( |
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Net change in unrealized appreciation (depreciation) on debt |
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( |
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Net realized (gain) loss on investments |
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( |
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Net accretion of discount and amortization of premium |
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( |
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( |
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Purchases of investments |
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( |
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( |
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Payment-in-kind income |
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( |
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( |
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Proceeds from dispositions of investments |
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Amortization of deferred financing costs |
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(Increase) or Decrease in: |
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Interest receivable |
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( |
) |
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( |
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Receivables from investments sold |
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( |
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Distribution receivable |
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( |
) |
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( |
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Increase or (Decrease) in: |
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Payable for investments purchased |
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( |
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Interest payable on debt |
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( |
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( |
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Base management fee payable, net |
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( |
) |
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Performance-based incentive fee payable, net |
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Deferred tax liability |
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Accrued other expenses |
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( |
) |
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Net cash provided by (used in) operating activities |
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( |
) |
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( |
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Cash flows from financing activities: |
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Distributions paid to stockholders |
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( |
) |
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( |
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Net repayments of the 2024 Notes issuance |
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— |
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( |
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Proceeds from 2026 Notes-2 issuance |
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— |
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Borrowings under Truist Credit Facility |
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Repayments under Truist Credit Facility |
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( |
) |
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( |
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Net cash provided by (used in) financing activities |
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( |
) |
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Net increase (decrease) in cash equivalents |
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( |
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Effect of exchange rate changes on cash |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Interest paid |
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$ |
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$ |
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Taxes paid |
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$ |
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$ |
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Non-cash exchanges and conversions |
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$ |
— |
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$ |
( |
) |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
DECEMBER 31, 2022
(In thousands, except share data)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8
Issuer Name |
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Maturity / Expiration |
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Industry |
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Current |
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Basis Point |
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Par / |
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Cost |
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Fair Value (3) |
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Investments in Non-Controlled, Non-Affiliated Portfolio Companies— |
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First Lien Secured Debt— |
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A1 Garage Merger Sub, LLC |
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% |
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$ |
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$ |
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A1 Garage Merger Sub, LLC - Unfunded Term Loan |
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— |
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— |
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- |
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- |
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A1 Garage Merger Sub, LLC (Revolver) (7) |
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— |
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— |
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- |
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- |
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Ad.net Acquisition, LLC (Revolver) |
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% |
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Ad.net Acquisition, LLC (Revolver) (7) |
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— |
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— |
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- |
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( |
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Altamira Technologies, LLC (Revolver) |
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% |
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Altamira Technologies, LLC (Revolver) (7) |
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— |
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— |
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— |
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( |
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American Insulated Glass, LLC |
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% |
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Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver) (7) |
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— |
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— |
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— |
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— |
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Any Hour Services |
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% |
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Any Hour Services (Revolver) |
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% |
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Any Hour Services (Revolver) (7) |
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— |
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— |
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— |
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( |
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Apex Service Partners, LLC |
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% |
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Apex Service Partners, LLC Term Loan C |
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% |
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Apex Service Partners, LLC (Revolver) |
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% |
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Apex Service Partners, LLC (Revolver) (7) |
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— |
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— |
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— |
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( |
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Applied Technical Services, LLC |
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% |
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Applied Technical Services, LLC (7) |
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— |
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— |
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— |
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( |
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Applied Technical Services, LLC (Revolver) |
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% |
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Applied Technical Services, LLC (Revolver) (7) |
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— |
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— |
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— |
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( |
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Arcfield Acquisition Corp. (Revolver) (7) |
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— |
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— |
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— |
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( |
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Berwick Industrial Park |
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% |
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— |
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Beta Plus Technologies, Inc. |
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% |
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Blackhawk Industrial Distribution, Inc. |
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% |
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Blackhawk Industrial Distribution, Inc.(7) |
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— |
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— |
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— |
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( |
) |
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Blackhawk Industrial Distribution, Inc. (Revolver) |
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% |
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|
||||||||
Blackhawk Industrial Distribution, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Broder Bros., Co. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC - (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC - (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
CF512, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
CF512, Inc.(Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Compex Legal Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Connatix Buyer, Inc. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Connatix Buyer, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Crane 1 Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
DermaRite Industries LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (7) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Dr. Squatch, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
DRS Holdings III, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
ECL Entertainment, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
EDS Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
EDS Buyer, LLC - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
EDS Buyer, LLC - (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Exigo Intermediate II, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Exigo Intermediate II, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Fairbanks Morse Defense |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Graffiti Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Graffiti Buyer, Inc. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Graffiti Buyer, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Graffiti Buyer, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Hancock Roofing and Construction L.L.C. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hancock Roofing and Construction L.L.C. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Holdco Sands Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holdco Sands Intermediate, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HV Watterson Holdings, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HV Watterson Holdings, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HV Watterson Holdings, LLC - (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HV Watterson Holdings, LLC - (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HW Holdco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HW Holdco, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HW Holdco, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Icon Partners III, LP |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IDC Infusion Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IDC Infusion Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
IG Investments Holdings, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IG Investments Holdings, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Imagine Acquisitionco, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Imagine Acquisitionco, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Inception Fertility Ventures, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) —(Continued)
DECEMBER 31, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
|||||
Infinity Home Services Holdco, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||||
Infinity Home Services Holdco, Inc. - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Infinity Home Services Holdco, Inc.(Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Infolinks Media Buyco, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Integrity Marketing Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
K2 Pure Solutions NoCal, L.P. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
K2 Pure Solutions NoCal, L.P. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Kinetic Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kinetic Purchaser, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
LAV Gear Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ledge Lounger, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ledge Lounger, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ledge Lounger, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Lightspeed Buyer Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Limerick Town Cener, LLC |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
LSF9 Atlantis Holdings, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mars Acquisition Holdings Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mars Acquisition Holdings Corp. (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MBS Holdings, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MDI Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
MDI Buyer, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
MDI Buyer, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Meadowlark Acquirer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Meadowlark Acquirer, LLC Term Loan I (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Meadowlark Acquirer, LLC Term Loan II (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Meadowlark Acquirer, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. - Unfunded Term Loan A |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. - Unfunded Term Loan B |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
NBH Group LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Neptune Flood Incorporated |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
One Stop Mailing, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Ox Two, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
PL Acquisitionco, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
PRA Events, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PRA Events, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Pragmatic Institute, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pragmatic Institute, LLC Term Loan (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Pragmatic Institute, LL (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pragmatic Institute, LL (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Quantic Electronics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Quantic Electronics, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Questex, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Questex, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Radius Aerospace, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Radius Aerospace, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Rancho Health MSO, Inc. (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rancho Health MSO, Inc. - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Rancho Health MSO, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Reception Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recteq, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Research Now Group, Inc. and Dynata, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Riverpoint Medical, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Riverside Assessments, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Benchmark Index LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Sargent & Greenleaf Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sargent & Greenleaf Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
- |
|
|
|
- |
|
|||
Schlesinger Global, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schlesinger Global, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Schlesinger Global, Inc. (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Seaway Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Seaway Buyer, LLC (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Shiftkey, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)—(Continued)
DECEMBER 31, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
||||||
Sigma Defense Systems, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
Sigma Defense Systems, LLC (Revolver) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sigma Defense Systems, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Signature Systems Holding Company (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Solutionreach, Inc. (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spendmend Holdings LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spendmend Holdings LLC (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spendmend Holdings LLC - Funded Revolver |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spendmend Holdings LLC - Unfunded Revolver (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
System Planning and Analysis, Inc. - (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
The Bluebird Group LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Bluebird Group LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
The Vertex Companies, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Vertex Companies, LLC (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
The Vertex Companies, LLC (Revolver) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Vertex Companies, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
TVC Enterprises, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TVC Enterprises, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
TWS Acquisition Corporation |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TWS Acquisition Corporation (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Tyto Athene, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Unique Indoor Comfort, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unique Indoor Comfort, LLC (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Unique Indoor Comfort, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Walker Edison Furniture Company LLC(6) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
Wildcat Buyerco, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wildcat Buyerco, Inc. (Revolver) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wildcat Buyerco, Inc. (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Zips Car Wash, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Second Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ascensus Holdings, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
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— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Express Wash Acquisition Company, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Flock Financial, LLC |
|
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Total Subordinated Debt/Corporate Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred Equity/Partnership Interests— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AH Newco Equityholdings, LLC |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
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 (8),(11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
TWD Parent Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(The Vertex Companies, LLC) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Preferred Equity/Partnership Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity/Partnership Interests/Warrants— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
A1 Garage Equity, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Holdings, Inc. (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Affinion Group Holdings, Inc. (Warrants) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
AG Investco LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AG Investco LP (7), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Altamira Intermediate Company II, Inc. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AMCSI Crash Co-Invest, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
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||||
AMCSI Crash Co-Invest, LP (7) |
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— |
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— |
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— |
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— |
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— |
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||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (9) |
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— |
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— |
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— |
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— |
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|||
Athletico Holdings, LLC (9) |
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— |
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— |
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— |
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||||
Atlas Investment Aggregator, LLC |
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— |
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— |
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— |
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||||
Burgess Point Holdings, LP |
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— |
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— |
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— |
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||||
Cartessa Aesthetics, LLC (9) |
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— |
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— |
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— |
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||||
CI (Allied) Investment Holdings, LLC (9) |
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— |
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— |
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— |
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||||
(PRA Events, Inc.) (9) |
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Connatix Parent, LLC |
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— |
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— |
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— |
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||||
Cowboy Parent LLC |
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— |
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— |
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— |
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||||
(Blackhawk Industrial Distribution, Inc.) |
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|
||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) —(Continued)
DECEMBER 31, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
||||||
Crane 1 Acquisition Parent Holdings, L.P. |
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— |
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— |
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— |
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|
$ |
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|
$ |
|
||||
Delta InvestCo LP |
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— |
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— |
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— |
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||||
(Sigma Defense Systems, LLC) (9) |
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Delta InvestCo LP (7) |
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— |
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— |
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— |
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— |
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— |
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||
(Sigma Defense Systems, LLC) (7), (9) |
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ECM Investors, LLC (9) |
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— |
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— |
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— |
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||||
eCommission Holding Corporation (11) |
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— |
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— |
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— |
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||||
EDS Topco, LP |
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— |
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— |
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— |
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||||
Exigo, LLC (9) |
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— |
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— |
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— |
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||||
Express Wash Topco, LLC |
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— |
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— |
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— |
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||||
FedHC InvestCo LP (9) |
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— |
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— |
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— |
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||||
FedHC InvestCo LP (7),(9) |
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— |
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— |
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— |
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— |
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— |
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||
FedHC InvestCo II LP (9) |
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— |
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||||||
Gauge Lash Coinvest LLC |
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— |
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— |
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— |
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||||
Gauge Schlesinger Coinvest, LLC |
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— |
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— |
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— |
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||||
Gauge TVC Coinvest, LLC |
|
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— |
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— |
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— |
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— |
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|||
(TVC Enterprises, LLC) |
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||||||
GCOM InvestCo LP (9) |
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— |
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— |
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— |
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||||
Go Dawgs Capital III, LP |
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— |
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— |
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— |
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||||
(American Insulated Glass, LLC) (9) |
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|
||||||
Hancock Claims Consultants Investors, LLC (9) |
|
|
— |
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— |
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— |
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|
||||
HV Watterson Holdings, LLC |
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— |
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— |
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— |
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|
||||
Icon Partners V C, L.P. |
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— |
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— |
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— |
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|
||||
Icon Partners V C, L.P. (7) |
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— |
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— |
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— |
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— |
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( |
) |
||
IHS Parent Holdngs, L.P. |
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|
|||||||
Imagine Topco, LP |
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— |
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— |
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— |
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— |
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— |
|
||
Infogroup Parent Holdings, Inc. |
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— |
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— |
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— |
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|
||||
(Data Axle, Inc.) |
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|
||||||
Ironclad Holdco, LLC |
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— |
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— |
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— |
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|
||||
(Applied Technical Services, LLC) (9) |
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|
||||||
ITC Infusion Co-invest, LP (9) |
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— |
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— |
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— |
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|
||||
ITC Rumba, LLC |
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— |
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— |
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— |
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||||
(Cano Health, LLC) (9) |
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|
||||||
JWC-WE Holdings, L.P. |
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— |
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— |
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— |
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— |
|
|||
(Walker Edison Furniture Company LLC) (9) |
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|
||||||
Kentucky Racing Holdco, LLC (Warrants) (9) |
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— |
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— |
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— |
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— |
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|
|||
Kinetic Purchaser, LLC |
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— |
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— |
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— |
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|
||||
KL Stockton Co-Invest LP |
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— |
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— |
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— |
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|
||||
(Any Hour Services) (9) |
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|
||||||
Lariat ecoserv Co-Invest Holdings, LLC (9) |
|
|
— |
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— |
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— |
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|
||||
Lightspeed Investment Holdco LLC |
|
|
— |
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|
— |
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— |
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|
||||
Lorient Peregrine Investments, LP |
|
|
— |
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— |
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— |
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|
||||
Mars Intermidiate Holdings II, Inc. (9) |
|
|
— |
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— |
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— |
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|
— |
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|
|||
MDI Aggregator, LP |
|
|
— |
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— |
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|
— |
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|
||||
Meadowlark Title, LLC (9) |
|
|
— |
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|
— |
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|
— |
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|
||||
Municipal Emergency Services, Inc. |
|
|
— |
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— |
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— |
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|
||||
NEPRT Parent Holdings, LLC |
|
|
— |
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— |
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— |
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|
||||
(Recteq, LLC) (9) |
|
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|
||||||
North Haven Saints Equity Holdings, LP (9) |
|
|
— |
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— |
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|
— |
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|
||||
NXOF Holdings, Inc. |
|
|
— |
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— |
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— |
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|
— |
|
|||
(Tyto Athene, LLC) |
|
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|
||||||
OceanSound Discovery Equity, LP |
|
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— |
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— |
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— |
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|
||||
(Holdco Sands Intermediate, LLC) (9) |
|
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|
||||||
OHCP V BC COI, L.P. |
|
|
— |
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|
— |
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|
— |
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|
||||
OHCP V BC COI, L.P. (7) |
|
|
— |
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— |
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— |
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— |
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|
( |
) |
||
ORL Holdco, Inc. |
|
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— |
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— |
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— |
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|
||||
PennantPark-TSO Senior Loan Fund II, LP |
|
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— |
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|
— |
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|
— |
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|
||||
Pink Lily Holdco, LLC (9) |
|
|
— |
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— |
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|
— |
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|
||||
Pragmatic Institute, LLC |
|
|
— |
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|
— |
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|
— |
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|
||||
ProFrac Holdings Corp. |
|
|
— |
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— |
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— |
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|
||||
Quad (U.S.) Co-Invest, L.P. |
|
|
— |
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|
— |
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— |
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|
||||
QuantiTech InvestCo LP (9) |
|
|
— |
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— |
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— |
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|
||||
QuantiTech InvestCo LP (7),(9) |
|
|
— |
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— |
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|
— |
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— |
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|
— |
|
||
QuantiTech InvestCo II LP (9) |
|
|
— |
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— |
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|
— |
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|
||||
RFMG Parent, LP |
|
|
— |
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|
— |
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|
— |
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|
||||
(Rancho Health MSO, Inc.) |
|
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|
||||||
SBI Holdings Investments LLC |
|
|
— |
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|
— |
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|
— |
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|
||||
(Sales Benchmark Index LLC) |
|
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|
||||||
Seaway Topco, LP (9) |
|
|
— |
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— |
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|
— |
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|
||||
Signature CR Intermediate Holdco, Inc. |
|
|
— |
|
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|
— |
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|
— |
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|
||||
SP L2 Holdings, LLC |
|
|
— |
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|
— |
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|
— |
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|
||||
SSC Dominion Holdings, LLC |
|
|
— |
|
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|
— |
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|
— |
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|
||||
Class A (US Dominion, Inc.) |
|
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|
|
|
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|
||||||
SSC Dominion Holdings, LLC |
|
|
— |
|
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|
|
— |
|
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|
— |
|
|
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|
|
|
— |
|
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|
|||
Class B (US Dominion, Inc.) |
|
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|
|
|
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|
||||||
StellPen Holdings, LLC |
|
|
— |
|
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|
|
— |
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|
— |
|
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|
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|
||||
(CF512, Inc.) |
|
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|
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|
|
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|
||||||
TAC LifePort Holdings, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) —(Continued)
DECEMBER 31, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
||||||
Tower Arch Infolinks Media, LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
|
|
$ |
|
||||
Tower Arch Infolinks Media, LP (7), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
TPC Holding Company, LP (8). (11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
TWD Parent Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(The Vertex Companies, LLC) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
UniVista Insurance (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP Ivyrehab QP CF Feeder, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP Ivyrehab QP CF Feeder, LP - Unfunded (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Wildcat Parent, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Wildcat Buyerco, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Common Equity/Partnership Interests/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investments in Non-Controlled, Affiliated Portfolio Companies— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred Equity/Partnership Interests— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cascade Environmental Holdings, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Cascade Environmental Holdings, LLC - Series B |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Preferred Equity/Partnership Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity/Partnership Interests/Warrants— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AKW Holdings Limited (8), (10), (11) |
|
|
|
|
|
% |
|
|
|
£ |
|
|
|
|
|
|
|
|||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Second Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mailsouth Inc. |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||
Subordinated Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PennantPark Senior Loan Fund, LLC (11) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AKW Holdings Limited (8), (10), (11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
£ |
|
|
|
|
|
|
|
||||
MSpark, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
PennantPark Senior Loan Fund, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
RAM Energy Holdings LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Common Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BNY Mellon Cash Reserve and Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Liabilities in Excess of Other Assets—( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net Assets— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
|||||
Investments in Non-Controlled, Non-Affiliated Portfolio Companies— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ad.net Acquisition, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
— |
|
|
$ |
( |
) |
|||
Altamira Technologies, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Altamira Technologies, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
American Insulated Glass, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver) (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) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex Service Partners, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Applied Technical Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Applied Technical Services, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Arcfield Acquisition Corp. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Berwick Industrial Park |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
Beta Plus Technologies, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc.(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Blackhawk Industrial Distribution, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Broder Bros., Co. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC - (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC - (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
CF512, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
CF512, Inc.(Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Compex Legal Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Connatix Buyer, Inc. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Connatix Buyer, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Crane 1 Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
DermaRite Industries LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Dr. Squatch, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
DRS Holdings III, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
ECL Entertainment, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Exigo Intermediate II, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Exigo Intermediate II, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Fairbanks Morse Defense |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Graffiti Buyer, Inc. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Graffiti Buyer, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Graffiti Buyer, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Hancock Roofing and Construction L.L.C. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Hancock Roofing and Construction L.L.C. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hancock Roofing and Construction L.L.C. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Holdco Sands Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holdco Sands Intermediate, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HV Watterson Holdings, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HV Watterson Holdings, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HV Watterson Holdings, LLC - (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HV Watterson Holdings, LLC - (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HW Holdco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HW Holdco, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HW Holdco, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Icon Partners III, LP |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IDC Infusion Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IDC Infusion Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
IG Investments Holdings, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Imagine Acquisitionco, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Imagine Acquisitionco, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Inception Fertility Ventures, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
September 30, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
|||||
Infolinks Media Buyco, LLC (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
— |
|
|
$ |
|
||||
Integrity Marketing Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
K2 Pure Solutions NoCal, L.P. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
K2 Pure Solutions NoCal, L.P. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Kinetic Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kinetic Purchaser, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
LAV Gear Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ledge Lounger, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ledge Lounger, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Lightspeed Buyer Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Limerick Town Cener, LLC |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
LSF9 Atlantis Holdings, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mars Acquisition Holdings Corp. (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MBS Holdings, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MDI Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
MDI Buyer, Inc. Term Loan (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MDI Buyer, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Meadowlark Acquirer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Meadowlark Acquirer, LLC Term Loan I (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Meadowlark Acquirer, LLC Term Loan II (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Meadowlark Acquirer, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
NBH Group LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Neptune Flood Incorporated |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
OIS Management Services, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
One Stop Mailing, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Ox Two, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
PL Acquisitionco, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
PRA Events, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PRA Events, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||||
Pragmatic Institute, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pragmatic Institute, LLC Term Loan (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Pragmatic Institute, LL (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pragmatic Institute, LL (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Quantic Electronics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Questex, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Questex, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Radius Aerospace, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Radius Aerospace, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Rancho Health MSO, Inc. (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Rancho Health MSO, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Reception Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recteq, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recteq, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Research Now Group, Inc. and Dynata, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Riverpoint Medical, LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Riverside Assessments, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Benchmark Index LLC (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Sargent & Greenleaf Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sargent & Greenleaf Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
- |
|
|
|
- |
|
|||
Schlesinger Global, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schlesinger Global, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Schlesinger Global, Inc. (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Seaway Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Seaway Buyer, LLC (Revolver)(7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Shiftkey, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
September 30, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
||||||
Sigma Defense Systems, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
Sigma Defense Systems, LLC (Revolver) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sigma Defense Systems, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Signature Systems Holding Company (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Solutionreach, Inc. (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spear Education, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spendmend Holdings LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spendmend Holdings LLC (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spendmend Holdings LLC - Funded Revolver |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spendmend Holdings LLC - Unfunded Revolver (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
System Planning and Analysis, Inc. - (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
The Bluebird Group LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Bluebird Group LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
The Vertex Companies, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Vertex Companies, LLC (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
The Vertex Companies, LLC (Revolver) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Vertex Companies, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
TVC Enterprises, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TVC Enterprises, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
TWS Acquisition Corporation |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TWS Acquisition Corporation (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Tyto Athene, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Unique Indoor Comfort, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unique Indoor Comfort, LLC (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Unique Indoor Comfort, LLC (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Walker Edison Furniture Company LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wildcat Buyerco, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wildcat Buyerco, Inc. (Revolver) (7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Zips Car Wash, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Second Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Express Wash Acquisition Company, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Flock Financial, LLC |
|
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Total Subordinated Debt/Corporate Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred Equity/Partnership Interests— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AH Newco Equityholdings, LLC |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Imagine Topco, LP |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Mars Intermediate Holdings II, Inc (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NXOF Holdings, Inc. (Tyto Athene, LLC) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ORL Holdco, Inc. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Signature CR Intermediate Holdco, Inc. |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
TPC Holding Company, LP (8),(11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
TWD Parent Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(The Vertex Companies, LLC) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Preferred Equity/Partnership Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity/Partnership Interests/Warrants— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Affinion Group Holdings, Inc. (Warrants) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
AG Investco LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AG Investco LP (7), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Altamira Intermediate Company II, Inc. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AMCSI Crash Co-Invest, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AMCSI Crash Co-Invest, LP (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Athletico Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Atlas Investment Aggregator, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Burgess Point Holdings, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Cartessa Aesthetics, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
CI (Allied) Investment Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(PRA Events, Inc.) (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Connatix Parent, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Cowboy Parent LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Blackhawk Industrial Distribution, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
September 30, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
||||||
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) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ECM Investors, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
eCommission Holding Corporation (11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Exigo, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Express Wash Topco, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
FedHC InvestCo LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
FedHC InvestCo LP (7),(9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
FedHC InvestCo II LP (9) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gauge Lash Coinvest LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Gauge Schlesinger Coinvest, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Gauge TVC Coinvest, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
(TVC Enterprises, LLC) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
GCOM InvestCo LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Go Dawgs Capital III, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(American Insulated Glass, LLC) (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Green Veracity Holdings, LP - Class A |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(VT Topco, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hancock Claims Consultants Investors, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
HV Watterson Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Icon Partners V C, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Icon Partners V C, L.P. (7),(9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Imagine Topco, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Infogroup Parent Holdings, Inc. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Data Axle, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ironclad Holdco, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Applied Technical Services, LLC) (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ITC Infusion Co-invest, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ITC Rumba, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Cano Health, LLC) (9) |
|
|
|
|
|
|
|
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|
||||||
JWC-WE Holdings, L.P. |
|
|
— |
|
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|
|
— |
|
|
|
— |
|
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|
|
|
|
— |
|
|||
(Walker Edison Furniture Company LLC) (9) |
|
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|
||||||
Kentucky Racing Holdco, LLC (Warrants) |
|
|
— |
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|
— |
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— |
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|
— |
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|
|||
Kinetic Purchaser, LLC |
|
|
— |
|
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|
— |
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|
— |
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|
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|
||||
KL Stockton Co-Invest LP |
|
|
— |
|
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|
|
— |
|
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|
— |
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|
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|
||||
(Any Hour Services) (9) |
|
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|
||||||
Lariat ecoserv Co-Invest Holdings, LLC (9) |
|
|
— |
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|
|
— |
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|
|
— |
|
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|
|
|
|
|
|
|
||||
Lightspeed Investment Holdco LLC |
|
|
— |
|
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|
|
— |
|
|
|
— |
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|
|
|
|
|
|
|
|
||||
Mars Intermidiate Holdings II, Inc. (9) |
|
|
— |
|
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|
|
— |
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|
|
— |
|
|
|
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|
|
— |
|
|
|
|
|||
MDI Aggregator, LP |
|
|
— |
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|
|
— |
|
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|
— |
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|
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|
|
|
|
|
|
||||
Meadowlark Title, LLC (9) |
|
|
— |
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|
|
— |
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|
— |
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|
|
|
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|
||||
Municipal Emergency Services, Inc. |
|
|
— |
|
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|
|
— |
|
|
|
— |
|
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|
|
|
|
|
||||
NEPRT Parent Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Recteq, LLC) (9) |
|
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|
|
|
|
|
|
||||||
North Haven Saints Equity Holdings, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NXOF Holdings, Inc. |
|
|
— |
|
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|
|
— |
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|
|
— |
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|
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|
|
|
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|
||||
(Tyto Athene, LLC) |
|
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|
|
|
|
||||||
OceanSound Discovery Equity, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Holdco Sands Intermediate, LLC) (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
OHCP V BC COI, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
OHCP V BC COI, L.P. (7),(9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Oral Surgery (ITC) Holdings, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ORL Holdco, Inc. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
PennantPark-TSO Senior Loan Fund II, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Pink Lily Holdco, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Pragmatic Institute, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
QuantiTech InvestCo LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
QuantiTech InvestCo LP (7),(9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
QuantiTech InvestCo II LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
RFMG Parent, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(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) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
September 30, 2022
(In thousands, except share data)
Issuer Name |
|
Maturity / Expiration |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (3) |
|
||||||
Tower Arch Infolinks Media, LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
|
|
$ |
|
||||
Tower Arch Infolinks Media, LP (7), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
TPC Holding Company, LP (8). (11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
TWD Parent Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
(The Vertex Companies, LLC) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Well Services, Inc. - Class A (5), (11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
UniVista Insurance (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP Ivyrehab QP CF Feeder, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP Ivyrehab QP CF Feeder, LP - Unfunded (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Wildcat Parent, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Wildcat Buyerco, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Common Equity/Partnership Interests/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investments in Non-Controlled, Affiliated Portfolio Companies— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred Equity/Partnership Interests— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cascade Environmental Holdings, LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Preferred Equity/Partnership Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity/Partnership Interests/Warrants— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AKW Holdings Limited (8), (10), (11) |
|
|
|
|
|
% |
|
|
|
£ |
|
|
|
|
|
|
|
|||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Second Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mailsouth Inc. |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||
Subordinated Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PennantPark Senior Loan Fund, LLC (11) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AKW Holdings Limited (8), (10), (11) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
£ |
|
|
|
|
|
|
|
||||
MSpark, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
PennantPark Senior Loan Fund, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
RAM Energy Holdings LLC (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Common Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BNY Mellon Cash Reserve and Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Liabilities in Excess of Other Assets—( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net Assets— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
DECEMBER 31, 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, 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, or 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 was 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.
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 Delaware limited partnership. We sold $
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.
Our significant accounting policies consistently applied are as follows:
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:
19
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
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.
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 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 December 31, 2022, we had
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 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 three months ended December 31, 2022 and 2021, we recorded a provision for taxes on net investment income of $
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 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 second-tier 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 three months ended December 31, 2022 and 2021, the Company recognized a provision for taxes of
20
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
During the three months ended December 31, 2022 and 2021, the Company paid
We operate in a manner to maintain our election to be subject to tax as a RIC and to eliminate corporate-level U.S. federal income tax (other than the
Because 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.
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.
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
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.
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.
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, or ASU, 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 September 30, 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, but the impact of the adoption is not expected to be material.
In June 2022, the FASB issued 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
21
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
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 2023. 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
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
For the three months ended December 31, 2022 and 2021, the Investment Adviser earned $
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
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
(b) Administration Agreement
22
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
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 2023. 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 amount billed by the Administrator may include credits related to its administrative agreement with PSLF. 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 three months ended December 31, 2022 and 2021, we reimbursed the Investment Administrator approximately $
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 three months ended December 31, 2022 and 2021.
For the three months ended December 31, 2022 and 2021 we sold
For the three months ended December 31, 2022 and 2021, we sold
4. INVESTMENTS
Purchases of investments, including PIK interest, for the three months ended December 31, 2022 and 2021 totaled $
Investments and cash and cash equivalents consisted of the following:
|
|
December 31, 2022 |
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|
September 30, 2022 |
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||||||||||
Investment Classification ($ in thousands) |
|
Cost |
|
|
Fair Value |
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|
Cost |
|
|
Fair Value |
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||||
First lien |
|
$ |
|
|
$ |
|
|
$ |
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|
$ |
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||||
Second lien |
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|
||||
Subordinated debt / corporate notes |
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|
||||
Subordinated notes in PSLF |
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|
||||
Equity |
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Equity in PSLF |
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Total investments |
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Cash and cash equivalents |
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Total investments and cash and cash equivalents |
|
$ |
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|
$ |
|
|
$ |
|
|
$ |
|
||||
23
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 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 |
|
December 31, 2022 |
|
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|
September 30, 2022 |
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||
Business Services |
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% |
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% |
||
Healthcare, Education and Childcare |
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||
Consumer Products |
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Distribution |
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||
Financial Services |
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Home and Office Furnishings |
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Telecommunications |
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||
Auto Sector |
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||
Chemicals, Plastics and Rubber |
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||
Environmental Services |
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Media |
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||
Aerospace and Defense |
|
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||
Electronics |
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Energy and Utilities |
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||
Personal, Food and Miscellaneous Services |
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Building Materials |
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Hotels, Motels, Inns and Gaming |
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Other Media |
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Transportation |
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|
||
Cargo Transport |
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||
Education |
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Insurance |
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Manufacturing / Basic Industries |
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Personal and Non-Durable Consumer Products |
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Other |
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Total |
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% |
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% |
||
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 December 31, 2022 and September 30, 2022, PSLF had total assets of $
We and Pantheon provide capital to PSLF in the form of subordinated notes and equity interests. As of December 31, 2022 and September 30, 2022, we and Pantheon owned
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 a 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 $
In March 2022, PSLF completed a $
Below is a summary of PSLF’s portfolio at fair value:
($ in thousands) |
|
December 31, 2022 |
|
|
September 30, 2022 |
|
||
Total investments |
|
$ |
|
|
$ |
|
||
Weighted average cost yield on income producing investments |
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% |
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% |
||
Number of portfolio companies in PSLF |
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||
Largest portfolio company investment at fair value |
|
$ |
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$ |
|
||
Total of five largest portfolio company investments at fair value |
|
$ |
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|
$ |
|
||
24
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
Below is a listing of PSLF’s individual investments as of December 31, 2022 ($ in thousands)
Issuer Name |
|
Maturity |
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Industry |
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Current |
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Basis Point |
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Par |
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Cost |
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Fair Value(2) |
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||||
First Lien Secured Debt - |
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||||
Ad.net Acquisition, LLC |
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% |
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|
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|
|
$ |
|
|
$ |
|
|||||||
Alpine Acquisition Corp II |
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% |
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Altamira Technologies, LLC |
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% |
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American Insulated Glass, LLC |
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% |
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|||||||
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation) |
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% |
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|
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|||||||
Anteriad, LLC (f/k/a MeritDirect, LLC) |
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% |
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|||||||
Any Hour Services |
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|
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|
% |
|
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|
|
|
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|
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|
|||||||
Apex Service Partners, LLC |
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% |
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|
|
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|||||||
Apex Service Partners, LLC Term Loan B |
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|
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|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Apex Service Partners, LLC - Term Loan C |
|
|
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|
% |
|
|
|
|
|
|
|
|
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|
|||||||
Applied Technical Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Arcfield Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Beta Plus Technologies, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Blackhawk Industrial Distribution, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Broder Bros., Co. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Burgess Point Purchaser Corporation |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
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 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Electro Rent Corporation |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
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 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
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 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
25
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value(2) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Summit Behavioral Healthcare, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Team Services Group, 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 - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Investments and Cash Equivalents - |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||||
Liabilities in Excess of Other Assets — ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||
Members' Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Below is a listing of PSLF’s individual investments as of September 30, 2022 ($ in thousands):
26
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
27
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
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 - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Investments and Cash Equivalents - |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||||
Liabilities in Excess of Other Assets — ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||
Members' Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Below are the consolidated statements of assets and liabilities for PSLF ($ in thousands):
|
|
December 31, 2022 |
|
|
|
|
||
|
|
(Unaudited) |
|
|
September 30, 2022 |
|
||
Assets |
|
|
|
|
|
|
||
Investments at fair value (cost—$ |
|
$ |
|
|
$ |
|
||
Cash and cash equivalents (cost—$ |
|
|
|
|
|
|
||
Receivable for investments sold |
|
|
|
|
|
|
||
Interest receivable |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Credit facility payable |
|
|
|
|
|
|
||
2034 Asset-backed debt, net (par—$ |
|
|
|
|
|
|
||
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 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Members' equity |
|
|
|
|
|
|
||
Total liabilities and members' equity |
|
$ |
|
|
$ |
|
||
———————————
Below are the consolidated statements of operations for PSLF ($ in thousands):
28
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
|
|
|
Three Months Ended December 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
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 (loss) 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
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 Credit Facility and our SBA debentures are classified as Level 3. 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 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 2026 Notes, our 2026 Notes -2 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
29
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
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, discount for lack of marketability 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:
Asset Category ($ in thousands) |
|
Fair value at |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
First lien |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
First lien |
|
|
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
||
Second lien |
|
|
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
Second lien |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
Second lien |
|
|
— |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
|
Subordinated debt / corporate notes |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
Equity |
|
|
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
||
Equity |
|
|
|
|
Enterprise Market Value |
|
DLOM(2) |
|
||
Total Level 3 investments |
|
$ |
|
|
|
|
|
|
|
|
Debt Category ($ in thousands) |
|
|
|
|
|
|
|
|
|
|
Truist Credit Facility |
|
$ |
|
|
Market Comparable |
|
Market yield |
|
||
Asset Category ($ in thousands) |
|
Fair value at |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
First lien |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
First lien |
|
|
|
|
Market Comparable |
|
EBITDA multiple |
|
||
Second lien |
|
|
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
Second lien |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
Second lien |
|
|
— |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
|
Subordinated debt / corporate notes |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
Equity |
|
|
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
||
Equity |
|
|
|
|
Enterprise Market Value |
|
DLOM(2) |
|
||
Total Level 3 investments |
|
$ |
|
|
|
|
|
|
|
|
Debt Category ($ in thousands) |
|
|
|
|
|
|
|
|
|
|
Truist Credit Facility |
|
$ |
|
|
Market Comparable |
|
Market yield |
|
||
Our investments, cash and cash equivalents, Truist Credit Facility, SBA debentures, 2024 Notes, 2026 Notes and 2026 Notes-2 were categorized as follows in the fair value hierarchy:
|
|
Fair Value at December 31, 2022 |
|
|||||||||||||||||
Description ($ in thousands) |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net Asset Value (1) |
|
|||||
Debt investments |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Total investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Total investments and cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Truist Credit Facility |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
SBA Debentures(2) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
2026 Notes(2) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
2026 Notes-2(2) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total debt |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
30
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
(1) |
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF and PTSF II are 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. |
(2) |
We elected not to apply ASC 825-10 to the SBA debentures, 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 December 31, 2022, the carrying value of the SBA debentures approximates the fair value. |
|
|
Fair Value at September 30, 2022 |
|
|||||||||||||||||
Description ($ in thousands) |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net Asset Value (1) |
|
|||||
Debt investments |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Total investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Total investments and cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Truist Credit Facility |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
— |
|
||
SBA Debentures (2) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
2026 Notes (2) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
2026-2 Notes (2) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total debt |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
(1) |
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. |
(2) |
We elected not to apply ASC 825-10 to the SBA debentures and the 2026 Notes 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. |
The tables below show a reconciliation of the beginning and ending balances for investments measured at fair value using significant unobservable inputs (Level 3):
|
|
Three Months Ended December 31, 2022 |
|
|||||||||
Description ($ in thousands) |
|
Debt |
|
|
Equity |
|
|
Totals |
|
|||
Beginning Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net realized (loss) gain |
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized appreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
|
|
|
|
|
|
|
|||
Sales, repayments and non-cash exchanges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transfers in/out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net change in unrealized appreciation reported within the net change in |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Three Months Ended December 31, 2021 |
|
|||||||||
Description ($ in thousands) |
|
Debt |
|
|
Equity |
|
|
Totals |
|
|||
Beginning Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net realized (loss) gain |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net change in unrealized appreciation |
|
|
( |
) |
|
|
|
|
|
|
||
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
|
|
|
|
|
|
|
|||
Sales, repayments and non-cash exchanges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transfers in/out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net change in unrealized appreciation reported within the net change in |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
31
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
The table below shows a reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (Level 3):
|
|
Three months ended December 31, |
|
|||||
Long-Term Credit Facility |
|
2022 |
|
|
2021 |
|
||
Beginning Balance (cost – $ |
|
$ |
|
|
$ |
|
||
Net change in unrealized appreciation (depreciation) included in earnings |
|
|
( |
) |
|
|
|
|
Borrowings (1) |
|
|
|
|
|
|
||
Repayments (1) |
|
|
( |
) |
|
|
( |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
Ending Balance (cost – $ |
|
$ |
|
|
$ |
|
||
Temporary draws outstanding, at cost |
|
|
— |
|
|
|
— |
|
Ending Balance (cost – $ |
|
$ |
|
|
$ |
|
||
As of December 31, 2022, we had outstanding non-U.S. dollar borrowings on our Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below ($ in thousands):
Foreign Currency |
|
Amount Borrowed |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Change in Fair Value |
|
||||
British Pound |
|
£ |
|
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 ($ in thousands):
Foreign Currency |
|
Amount Borrowed |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Change in Fair Value |
|
||||
British Pound |
|
£ |
|
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
||||
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 did
For the three months ended December 31, 2022 and 2021, the Truist Credit Facility had a net change in unrealized (appreciation) depreciation of $
32
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of
Name of Investment |
|
Fair Value at |
|
|
Gross |
|
|
Gross |
|
|
Net Change in |
|
|
Fair Value at |
|
|
Interest |
|
|
PIK |
|
|
Dividend Income |
|
|
Net Realized |
|
|||||||||
Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
AKW Holdings Limited |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||||
Mailsouth Inc. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
PennantPark Senior Loan Fund, LLC * |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||||
RAM Energy LLC |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Total Controlled Affiliates |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
||||||
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cascade Environmental Holdings, LLC (2) |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|||
MidOcean JF Holdings |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Total Non-Controlled |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Total Controlled and |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
||||||
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):
|
|
Three Months Ended December 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
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 |
|
$ |
( |
) |
|
$ |
|
|
8. CASH AND CASH EQUIVALENTS
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 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 December 31, 2022 and September 30, 2022, cash and cash equivalents consisted of money market funds in the amounts of $
33
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
9. FINANCIAL HIGHLIGHTS
Below are the financial highlights ($ in thousands, except share and per share data):
|
|
Three Months Ended December 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Per Share Data: |
|
|
|
|
|
|
||
Net asset value, beginning of period |
|
$ |
|
|
$ |
|
||
Net investment income (1) |
|
|
|
|
|
|
||
Net change in realized and unrealized (loss) gain (1) |
|
|
( |
) |
|
|
|
|
Net increase in net assets resulting from operations (1) |
|
|
( |
) |
|
|
|
|
Distributions to stockholders (1), (2) |
|
|
( |
) |
|
|
( |
) |
Net asset value, end of period |
|
$ |
|
|
$ |
|
||
Per share market value, end of period |
|
$ |
|
|
$ |
|
||
Total return* (3) |
|
|
% |
|
|
% |
||
Shares outstanding at end of period |
|
|
|
|
|
|
||
Ratios** / Supplemental Data: |
|
|
|
|
|
|
||
Ratio of operating expenses to average net assets (4) |
|
|
% |
|
|
% |
||
Ratio of debt related expenses to average net assets (5) |
|
|
% |
|
|
% |
||
Ratio of total expenses to average net assets (5) |
|
|
% |
|
|
% |
||
Ratio of net investment income to average net assets (5) |
|
|
% |
|
|
% |
||
Net assets at end of period |
|
$ |
|
|
$ |
|
||
Weighted average debt outstanding(6) |
|
$ |
|
|
$ |
|
||
Weighted average debt per share (1)(6) |
|
$ |
|
|
$ |
|
||
Asset coverage per unit (7) |
|
$ |
|
|
$ |
|
||
Portfolio turnover rate* |
|
|
% |
|
|
% |
||
*
** Annualized for periods less than one year.
10. DEBT
The annualized weighted average cost of debt for the three months ended December 31, 2022 and 2021, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility and amortized upfront fees on SBA debentures, 2026 Notes and 2026 Notes-2, was
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
Truist Credit Facility
As of December 31, 2022, we had the multi-currency Truist Credit Facility for up to $
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 $
34
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
As of both December 31, 2022 and September 30, 2022, SBIC II had an initial $
Our fixed-rate SBA debentures were as follows ($ in thousands):
Issuance Dates |
|
Maturity |
|
Fixed All-in Coupon Rate (1) |
|
|
|
As of December 31, 2022 |
|
|||
|
|
|
% |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||
Issuance Dates |
|
Maturity |
|
Fixed All-in Coupon Rate (1) |
|
|
|
As of September 30, 2022 |
|
|||
|
|
|
% |
|
|
$ |
|
|
||||
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
2024 Notes
As of December 31, 2022 and September 30, 2022, we had
2026 Notes
In April 2021, we issued $
2026 Notes-2
In October 2021, we issued $
11. COMMITMENTS AND CONTINGENCIES
From time to time, we, 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 December 31, 2022 and September 30, 2022, we had $
12. 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. As a result and in accordance with Rule 3-09 of Regulation S-X, presented below is summarized unaudited financial information for RAM Energy Holdings LLC for the three months ended December 31, 2022. 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.
35
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
December 31, 2022
|
|
Three Months Ended December 31, |
|
|||||
Income Statement |
|
2022 |
|
|
2021 |
|
||
Total revenue |
|
$ |
|
|
$ |
|
||
Total expenses |
|
|
( |
) |
|
|
( |
) |
Net income (loss) |
|
$ |
|
|
$ |
|
||
.
13. STOCK REPURCHASE PROGRAM
On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $
36
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of PennantPark Investment Corporation and its Subsidiaries
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated statement of assets and liabilities of PennantPark Investment Corporation and its Subsidiaries (collectively referred to as the Company), including the consolidated schedule of investments, as of December 31, 2022, the related consolidated statements of operations and changes in net assets for the three-month periods ended December 31, 2022 and 2021, and cash flows for the three-month periods ended December 31, 2022 and 2021, and the related notes to
the consolidated financial statements (collectively, the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of September 30, 2022, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated November 17, 2022, we expressed an unqualified opinion
on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of September 30, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. 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.
/s/ RSM US LLP
New York, New York
February 8, 2023
37
Awareness Letter of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of PennantPark Investment Corporation and its Subsidiaries
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of PennantPark Investment Corporation for the periods ended December 31, 2022 and 2021, as indicated in our report dated February 8, 2023; because we did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, is incorporated by reference in Registration Statement No. 333-263564 on Form N-2.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ RSM US LLP
New York, New York
February 8, 2023
38
Item 2. 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:
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.
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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 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:
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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 December 31, 2022, our portfolio totaled $1,196.0 million, which consisted of $661.2 million of first lien secured debt, $130.8 million of second lien secured debt, $148.6 million of subordinated debt (including $95.4 million in PSLF) and $255.4 million of preferred and common equity (including $53.8 million in PSLF). Our debt portfolio consisted of 96% variable-rate investments and 4% fixed-rate investments. As of December 31, 2022, we had two portfolio companies on non-accrual, representing 2.7% and 1.1% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $167.5 million as of December 31, 2022. Our overall portfolio consisted of 125 companies with an average investment size of $9.6 million, had a weighted average yield on interest bearing debt investments of 11.9% and was invested 55% in first lien secured debt, 11% in second lien secured debt, 13% in subordinated debt (including 8% in PSLF) and 21% in preferred and common equity (including 4% in PSLF). As of December 31, 2022, all of the investments held by PSLF were first lien secured debt.
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).
For the three months ended December 31, 2022, we invested $86.2 million in six new and 29 existing portfolio companies with a weighted average yield on debt investments of 11.2%. Sales and repayments of investments for the three months ended December 31, 2022 totaled $30.6 million.
For the three months ended December 31, 2021, we invested $295.1 million in 15 new and 30 existing portfolio companies with a weighted average yield on debt investments of 8.1%. Sales and repayments of investments for the three months ended December 31, 2021 totaled $132.2 million.
PennantPark Senior Loan Fund, LLC
As of December 31, 2022, PSLF’s portfolio totaled $734.7 million, consisted of 83 companies with an average investment size of $8.9 million and had a weighted average yield on debt investments of 10.6 %.
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%.
For the three months ended December 31, 2022, PSLF invested $16.8 million (of which none were purchased from the Company) in four new and four existing portfolio companies with a weighted average yield on debt investments of 11.4% . PSLF’s sales and repayments of investments for the same period totaled $9.0 million.
For the three months ended December 31, 2021, PSLF invested $50.7 million (of which $48.1million was purchased from the Company) in nine new and two existing portfolio companies with a weighted average yield on debt investments of 7.5%. PSLF’s sales and repayments of investments for the same period totaled $35.6 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. We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Annual Report on Form 10-K. There have been no significant changes in our critical accounting estimates during the three months from those disclosed in our 2022 Annual Report on Form 10-K.
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
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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:
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.
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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.
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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. |
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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, 2026-2 Notes and our SBA debentures are classified as Level 3. 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 2026 Notes, 2026 Notes-2 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 did not incur any expenses relating to amendment costs on the Truist Credit Facility for both the three months ended December 31, 2022. 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 is reported in our Consolidated Statements of Operations. We elect not to apply ASC 825-10 to any other financial assets or liabilities, including the 2026 Notes, 2026 Notes-2 and SBA debentures.
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For the three months ended December 31, 2022 and 2021, the Truist Credit Facility had a net change in unrealized (appreciation) depreciation of $4.4 million and $(1.0) million, respectively. As of December 31, 2022 and September 30, 2022, the net unrealized depreciation on the Truist Credit Facility totaled $13.6 million and $9.2 million, respectively. 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.
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:
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 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 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 three months ended December 31, 2022 and 2021 we recorded a provision for taxes on net investment income of $2.0 million and $0.2 million respectively, pertaining to federal excise tax.
The Taxable Subsidiary (PNNT Investment Holdings, LLC, a second-tier 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 three months ended December 31, 2022 and 2021, the Company recognized a provision for taxes of zero, respectively, on net realized gain on investments by the Taxable Subsidiary. For the three months ended December 31, 2022 and 2021, the Company recognized a provision for taxes of $(0.9) million and $5.0, respectively, on net unrealized gain (loss) 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 is likely to be realized and unrealized during fiscal year ending September 30, 2023 and (ii) the expected
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tax benefit resulting from the use of loss carryforwards to offset such gains. As of December 31, 2022 and September 30, 2022, the Company recognized a provision for taxes of $2.2 million and $7.1 million on net realized and unrealized gains on investments by the Taxable Subsidiary.
During the three months ended December 31, 2022 and 2021, the Company paid 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 shown on the consolidated statement of assets and liabilities under prepaid expenses and other assets. The state and local tax liability of $6.2 million as of December 31, 2022 is included under accrued other expenses in the consolidated statement of assets and liabilities.
We operate in a manner to maintain our election to be subject to tax as a RIC and to eliminate corporate-level U.S. federal income tax (other than the 4% excise tax) by distributing sufficient investment company taxable income and capital gain net income (if any). As a result, we will have an effective tax rate equal to 0% before the excise tax and income taxes incurred by the Taxable Subsidiary. As such, a reconciliation of the differences between our reported income tax expense and its tax expense at the federal statutory rate of 21% is not meaningful.
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 three months ended December 31, 2022 and 2021
Investment Income
For the three months ended December 31, 2022, investment income was $30.0 million, which was attributable to $21.8 million from first lien secured debt, $3.8 million from second lien secured debt, $1.1 million from subordinated debt and $3.3 million from preferred and common equity, respectively. For the three months ended December 31, 2021, investment income was $28.3 million, which was attributable to $20.1 million from first lien secured debt, $4.5 million from second lien secured debt, $1.9 million from subordinated debt and $1.8 million from preferred and common equity, respectively. The increase in investment income compared to the same period in the prior year was primarily due to the increase in the cost yield of our debt portfolio.
Net Expenses
For the three months ended December 31, 2022, expenses totaled $19.6 million and were comprised of; $9.7 million of debt related interest and expenses, $4.6 million of base management fees, $2.2 million of performance based $1.1 million of general and administrative expenses and $2.0 million of provision for excise taxes. For the three months ended December 31, 2021, expenses totaled $15.8 and were comprised of; $6.9 million of debt-related interest and expenses, $5.1 million of base management fees, $2.6 million of performance based, incentive fees, $1.0 million of general and administrative expenses and $0.2 million of provision for excise taxes. The increase in provision for excise taxes was primarily due to the increase undistrbuted taxable income as of December 31, 2022 compared to the same period in the prior year.
Net Investment Income
For the three months ended December 31, 2022 and 2021, net investment income totaled $10.3 million, or $0.16 per share, and $12.5 million, or $0.19 per share, respectively. The decrease in net investment income compared to the same period in the prior year was primarily due to an increase in debt related interest and expenses and an increase in the provision for excise tax.
Net Realized Gains or Losses on Investments
For the three months ended December 31, 2022 and 2021, net realized gains (losses) totaled $4.1 million and $(26.1) million, respectively. The change in realized gains (losses) was primarily due to changes in the market conditions of our investments and the values at which they were realized.
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Unrealized Appreciation or Depreciation on Investments and Debt
For the three months ended December 31, 2022 and 2021, we reported net change in unrealized appreciation (depreciation) on investments of $(91.6) million and $46.8 million, respectively. As of December 31, 2022 and September 30, 2022, our net unrealized appreciation (depreciation) on investments totaled $(167.5) million and $(75.7) million, respectively. The net change in unrealized depreciation on our investments compared to the same period in the prior year was primarily due to changes in the capital market conditions of our investments and the values at which they were realized.
For the three months ended December 31, 2022 and 2021, the Truist Credit Facility had a net change in unrealized (appreciation) depreciation of $4.4 million and $(1.0) million, respectively. As of December 31, 2022 and September 30, 2022, the net unrealized depreciation on the Truist Credit Facility totaled $13.6 million and $9.2 million, respectively. The net change in unrealized depreciation compared to the same periods in the prior year was primarily due to changes in the capital markets.
Net Increasese (Decrease) in Net Assets Resulting from Operations
For the three months ended December 31, 2022 and 2021, net increase (decrease) in net assets resulting from operations totaled $(71.9) million, or $(1.10) per share and $25.5 million, or $0.38 per share, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are derived primarily from cash flows from operations, including investment sales and repayments, and income earned, proceeds of securities offerings and debt financings. 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 and operations. As of December 31, 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 December 31, 2022 and September 30, 2022, our asset coverage ratio, as computed in accordance with the 1940 Act was 171% and 186%, respectively.
For the three months ended December 31, 2022 and 2021, the annualized weighted average cost of debt inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility, amortized upfront fees on SBA debentures, was 5.6% and 4.0%, respectively.
As of December 31, 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 December 31, 2022 and September 30, 2022, we had $380.9 million and $385.9 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 6.6% and 5.3%, respectively, exclusive of the fee on undrawn commitments, as of December 31, 2022 and September 30, 2022. 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 December 31, 2022 and September 30, 2022, we had $119.1 million and $114.1 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 December 31, 2022, we were in compliance with the terms of the Truist Credit Facility.
On November 13, 2021, the
As of December 31, 2022, we had $
As of December 31, 2022, we had $
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 2023 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.
45
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 2023 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.
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 as of December 31, 2022 and September 30, 2022, 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 up 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 December 31, 2022 and September 30, 2022, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During the three months ended December 31, 2022 and 2021, there were zero repayments to the SBA debentures. As of both December 31, 2022 and September 30, 2022, the unamortized fees on the SBA debentures was $0.3 million and $0.3 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 as of December 31, 2022 and September 30, 2022 were as follows:
Issuance Dates |
|
Maturity |
|
Fixed All-in Coupon Rate (1) |
|
|
|
As of December 31, 2022 |
|
|||
September 20, 2017 |
|
September 1, 2027 |
|
|
2.9 |
% |
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
||
Issuance Dates |
|
Maturity |
|
Fixed All-in Coupon Rate (1) |
|
|
|
As of September 30, 2022 |
|
|||
September 20, 2017 |
|
September 1, 2027 |
|
|
2.9 |
% |
|
|
$ |
|
20,000 |
|
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 is 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 December 31, 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 December 31, 2022 and September 30, 2022, 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.
As of December 31, 2022 and September 30, 2022, we had cash and cash equivalents of $28.6 million and $52.7 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to allows us to effectively operate our business.
For the three months ended December 31, 2022, our operating activities used cash of $9.6 million and our financing activities used cash of $14.8 million. Our operating activities used cash primarily due to our investment activities and our financing activities used cash primarily due to repayments under the Truist Credit Facility.
For the three months ended December 31, 2021, our operating activities used cash of $177.4 million, and our financing activities provided cash of $196.6 million. Our operating activities used cash primarily due to our investment activities and our financing activities provided cash primarily due to the issuance of the 2026 Notes-2 and borrowings under the Truist Credit Facility.
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 December 31, 2022 and September 30, 2022, PSLF had total assets of $776.9 million and $781.3 million, respectively and its investment portfolio consisted of debt investments in 83 and 80 portfolio companies, respectively. As of December 31, 2022, at fair value, the largest investment in a single portfolio company in PSLF was $19.8 million and the five largest investments totaled $98.0 million. 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. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We and Pantheon provide capital to PSLF in the form of subordinated notes and equity interests. As of December 31, 2022 and September 30, 2022, we and Pantheon owned 60.5% and 39.5%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of December 31, 2022 and September 30, 2022 our
46
investment in PSLF consisted of subordinated notes of $95.4 million (additional $20.5 million unfunded) and $88.0 million (additional $27.9 million unfunded), respectively, and equity interests of $59.0 million (additional $13.3 million unfunded) and $54.8 million (additional $18.3 million unfunded), 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 a 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 $225.0 million (reduced from $275.0 million on March 2, 2022) senior secured revolving credit facility, or the PSLF Credit Facility, with BNP Paribas, which bears interest at SOFR (or an alternative risk-free interest rate index) plus 255 basis points during the investment period and is 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) |
|
December 31, 2022 |
|
|
September 30, 2022 |
|
||
Total investments |
|
$ |
734,690 |
|
|
$ |
730,108 |
|
Weighted average cost yield on income producing investments |
|
|
10.6 |
% |
|
|
9.4 |
% |
Number of portfolio companies in PSLF |
|
|
83 |
|
|
|
80 |
|
Largest portfolio company investment at fair value |
|
$ |
19,846 |
|
|
$ |
19,906 |
|
Total of five largest portfolio company investments at fair value |
|
$ |
97,994 |
|
|
$ |
98,502 |
|
47
Below is a listing of PSLF’s individual investments as of December 31, 2022 ($ in thousands):
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value(2) |
|
||||
First Lien Secured Debt - 826.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Acquisition, LLC |
|
5/6/2026 |
|
Media |
|
|
10.84 |
% |
|
3M L+600 |
|
|
4,925 |
|
|
$ |
4,925 |
|
|
$ |
4,888 |
|
Alpine Acquisition Corp II |
|
11/30/2026 |
|
Containers, Packaging and Glass |
|
|
8.69 |
% |
|
3M L+800 |
|
|
14,975 |
|
|
|
14,604 |
|
|
|
14,376 |
|
Altamira Technologies, LLC |
|
7/24/2025 |
|
Aerospace and Defense |
|
|
10.24 |
% |
|
3M L+550 |
|
|
859 |
|
|
|
852 |
|
|
|
844 |
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Materials |
|
|
8.25 |
% |
|
3M L+575 |
|
|
19,846 |
|
|
|
19,817 |
|
|
|
19,846 |
|
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation) |
|
6/10/2025 |
|
Media |
|
|
10.98 |
% |
|
1M L+550 |
|
|
14,067 |
|
|
|
13,946 |
|
|
|
13,786 |
|
Anteriad, LLC (f/k/a MeritDirect, LLC) |
|
5/23/2024 |
|
Media |
|
|
10.23 |
% |
|
3M L+550 |
|
|
14,964 |
|
|
|
14,891 |
|
|
|
14,964 |
|
Any Hour Services |
|
7/21/2027 |
|
Personal, Food and Miscellaneous Services |
|
|
10.17 |
% |
|
3M L+575 |
|
|
9,902 |
|
|
|
9,894 |
|
|
|
9,629 |
|
Apex Service Partners, LLC |
|
7/31/2025 |
|
Personal, Food and Miscellaneous Services |
|
|
9.47 |
% |
|
3M L+575 |
|
|
6,569 |
|
|
|
6,507 |
|
|
|
6,536 |
|
Apex Service Partners, LLC Term Loan B |
|
7/31/2025 |
|
Personal, Food and Miscellaneous Services |
|
|
9.63 |
% |
|
3M L+550 |
|
|
3,323 |
|
|
|
3,300 |
|
|
|
3,307 |
|
Apex Service Partners, LLC - Term Loan C |
|
7/31/2025 |
|
Personal, Food and Miscellaneous Services |
|
|
6.50 |
% |
|
3M L+600 |
|
|
7,607 |
|
|
|
7,607 |
|
|
|
7,569 |
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Environmental Services |
|
|
10.48 |
% |
|
3M L+500 |
|
|
8,804 |
|
|
|
8,713 |
|
|
|
8,583 |
|
Arcfield Acquisition Corp. |
|
3/7/2028 |
|
Aerospace and Defense |
|
|
10.02 |
% |
|
3M L+575 |
|
|
11,940 |
|
|
|
11,733 |
|
|
|
11,701 |
|
Beta Plus Technologies, Inc. |
|
7/1/2029 |
|
Business Services |
|
|
8.87 |
% |
|
1M L+525 |
|
|
15,000 |
|
|
|
14,708 |
|
|
|
14,850 |
|
Blackhawk Industrial Distribution, Inc. |
|
9/17/2024 |
|
Distribution |
|
|
9.50 |
% |
|
3M L+600 |
|
|
17,951 |
|
|
|
17,761 |
|
|
|
17,555 |
|
Broder Bros., Co. |
|
12/4/2025 |
|
Personal and Non-Durable Consumer Products |
|
|
10.73 |
% |
|
3M L+600 |
|
|
9,937 |
|
|
|
9,937 |
|
|
|
9,937 |
|
Burgess Point Purchaser Corporation |
|
9/26/2029 |
|
Auto Sector |
|
|
9.67 |
% |
|
SOFR+525 |
|
|
900 |
|
|
|
838 |
|
|
|
812 |
|
Cartessa Aesthetics, LLC |
|
5/13/2028 |
|
Distribution |
|
|
10.58 |
% |
|
3M L+600 |
|
|
17,413 |
|
|
|
17,097 |
|
|
|
17,238 |
|
CF512, Inc. |
|
8/20/2026 |
|
Media |
|
|
9.08 |
% |
|
3M L+575 |
|
|
2,977 |
|
|
|
2,952 |
|
|
|
2,918 |
|
Connatix Buyer, Inc. |
|
7/13/2027 |
|
Media |
|
|
10.14 |
% |
|
1M L+550 |
|
|
8,999 |
|
|
|
8,983 |
|
|
|
8,707 |
|
Dr. Squatch, LLC |
|
8/31/2027 |
|
Personal and Non-Durable Consumer Products |
|
|
10.48 |
% |
|
3M L+475 |
|
|
6,419 |
|
|
|
6,412 |
|
|
|
6,322 |
|
DRI Holding Inc. |
|
12/21/2028 |
|
Media |
|
|
9.63 |
% |
|
3M L+575 |
|
|
4,415 |
|
|
|
3,951 |
|
|
|
3,781 |
|
DRS Holdings III, Inc. |
|
11/3/2025 |
|
Consumer Products |
|
|
10.48 |
% |
|
3M L+600 |
|
|
14,670 |
|
|
|
14,598 |
|
|
|
14,201 |
|
Duraco Specialty Tapes LLC |
|
6/30/2024 |
|
Manufacturing / Basic Industries |
|
|
9.89 |
% |
|
3M L+575 |
|
|
8,118 |
|
|
|
8,006 |
|
|
|
7,989 |
|
ECL Entertainment, LLC |
|
5/1/2028 |
|
Hotels, Motels, Inns and Gaming |
|
|
11.88 |
% |
|
3M L+500 |
|
|
4,546 |
|
|
|
4,546 |
|
|
|
4,531 |
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronics |
|
|
9.48 |
% |
|
3M L+600 |
|
|
2,808 |
|
|
|
2,752 |
|
|
|
2,675 |
|
Electro Rent Corporation |
|
1/17/2024 |
|
Electronics |
|
|
10.27 |
% |
|
3M L+550 |
|
|
4,600 |
|
|
|
4,398 |
|
|
|
4,416 |
|
Exigo Intermediate II, LLC |
|
3/15/2027 |
|
Business Services |
|
|
9.82 |
% |
|
1M L+575 |
|
|
9,925 |
|
|
|
9,799 |
|
|
|
9,727 |
|
Fairbanks Morse Defense |
|
6/17/2028 |
|
Aerospace and Defense |
|
|
9.48 |
% |
|
6M L+475 |
|
|
796 |
|
|
|
751 |
|
|
|
755 |
|
Global Holdings InterCo LLC |
|
3/16/2026 |
|
Banking, Finance, Insurance & Real Estate |
|
|
10.19 |
% |
|
3M L+600 |
|
|
7,343 |
|
|
|
7,314 |
|
|
|
7,013 |
|
Graffiti Buyer, Inc. |
|
8/10/2027 |
|
Distribution |
|
|
10.23 |
% |
|
3M L+550 |
|
|
1,969 |
|
|
|
1,935 |
|
|
|
1,890 |
|
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
10.23 |
% |
|
1M L+575 |
|
|
6,833 |
|
|
|
6,833 |
|
|
|
6,696 |
|
Holdco Sands Intermediate, LLC |
|
11/23/2028 |
|
Aerospace and Defense |
|
|
10.17 |
% |
|
1M L+800 |
|
|
19,865 |
|
|
|
19,494 |
|
|
|
19,467 |
|
HV Watterson Holdings, LLC |
|
12/17/2026 |
|
Business Services |
|
|
10.73 |
% |
|
3M L+600 |
|
|
15,217 |
|
|
|
15,021 |
|
|
|
14,426 |
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
6.00 |
% |
|
3M L+700 |
|
|
14,325 |
|
|
|
14,209 |
|
|
|
14,146 |
|
Icon Partners III, LP |
|
5/11/2028 |
|
Auto Sector |
|
|
8.82 |
% |
|
3M L+475 |
|
|
2,322 |
|
|
|
2,002 |
|
|
|
1,558 |
|
IDC Infusion Services, Inc. |
|
12/30/2026 |
|
Healthcare, Education and Childcare |
|
|
11.23 |
% |
|
3M L+750 |
|
|
17,356 |
|
|
|
17,124 |
|
|
|
16,749 |
|
IG Investments Holdings, LLC |
|
9/22/2028 |
|
Business Services |
|
|
10.38 |
% |
|
1M L+575 |
|
|
4,462 |
|
|
|
4,380 |
|
|
|
4,395 |
|
Imagine Acquisitionco, LLC |
|
11/15/2027 |
|
Business Services |
|
|
10.14 |
% |
|
3M L+625 |
|
|
5,608 |
|
|
|
5,511 |
|
|
|
5,440 |
|
Inception Fertility Ventures, LLC |
|
12/7/2023 |
|
Healthcare, Education and Childcare |
|
|
11.95 |
% |
|
3M L+550 |
|
|
19,900 |
|
|
|
19,557 |
|
|
|
19,502 |
|
Infolinks Media Buyco, LLC |
|
11/1/2026 |
|
Media |
|
|
10.23 |
% |
|
1M L+550 |
|
|
6,412 |
|
|
|
6,412 |
|
|
|
6,412 |
|
Integrity Marketing Acquisition, LLC |
|
8/27/2025 |
|
Insurance |
|
|
9.33 |
% |
|
3M L+575 |
|
|
19,952 |
|
|
|
19,872 |
|
|
|
19,652 |
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
12.07 |
% |
|
3M L+550 |
|
|
13,543 |
|
|
|
13,449 |
|
|
|
13,543 |
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Leisure, Amusement, Motion Pictures, Entertainment |
|
|
10.23 |
% |
|
3M L+500 |
|
|
2,132 |
|
|
|
2,124 |
|
|
|
2,102 |
|
Lash OpCo, LLC |
|
2/18/2027 |
|
Consumer Products |
|
|
11.17 |
% |
|
1M L+650 |
|
|
19,925 |
|
|
|
19,731 |
|
|
|
19,526 |
|
Lightspeed Buyer Inc. |
|
2/3/2026 |
|
Healthcare, Education and Childcare |
|
|
9.57 |
% |
|
3M L+475 |
|
|
12,313 |
|
|
|
12,101 |
|
|
|
12,005 |
|
MAG DS Corp. |
|
4/1/2027 |
|
Aerospace and Defense |
|
|
10.23 |
% |
|
3M L+550 |
|
|
5,555 |
|
|
|
5,133 |
|
|
|
5,055 |
|
Magenta Buyer, LLC |
|
7/31/2028 |
|
Software |
|
|
9.17 |
% |
|
3M L+500 |
|
|
3,814 |
|
|
|
3,558 |
|
|
|
3,246 |
|
Mars Acquisition Holdings Corp. |
|
5/14/2026 |
|
Media |
|
|
10.23 |
% |
|
1M L+625 |
|
|
7,900 |
|
|
|
7,843 |
|
|
|
7,821 |
|
MBS Holdings, Inc. |
|
4/16/2027 |
|
Telecommunications |
|
|
10.13 |
% |
|
3M L+575 |
|
|
7,388 |
|
|
|
7,309 |
|
|
|
7,314 |
|
Meadowlark Acquirer, LLC |
|
12/10/2027 |
|
Business Services |
|
|
8.96 |
% |
|
3M L+575 |
|
|
2,975 |
|
|
|
2,921 |
|
|
|
2,946 |
|
Municipal Emergency Services, Inc. |
|
9/28/2027 |
|
Distribution |
|
|
8.67 |
% |
|
3M L+550 |
|
|
4,143 |
|
|
|
4,085 |
|
|
|
3,978 |
|
NBH Group LLC |
|
8/19/2026 |
|
Healthcare, Education and Childcare |
|
|
9.05 |
% |
|
3M L+575 |
|
|
7,486 |
|
|
|
7,411 |
|
|
|
7,486 |
|
Owl Acquisition, LLC |
|
2/4/2028 |
|
Education |
|
|
8.41 |
% |
|
3M L+550 |
|
|
3,980 |
|
|
|
3,865 |
|
|
|
3,881 |
|
Ox Two, LLC (New Issue) |
|
5/18/2026 |
|
Distribution |
|
|
10.84 |
% |
|
1M L+650 |
|
|
4,950 |
|
|
|
4,900 |
|
|
|
4,801 |
|
PL Acquisitionco, LLC |
|
11/9/2027 |
|
Retail |
|
|
10.88 |
% |
|
1M L+575 |
|
|
8,613 |
|
|
|
8,471 |
|
|
|
8,397 |
|
PlayPower, Inc. |
|
5/8/2026 |
|
Consumer Products |
|
|
12.00 |
% |
|
1M L+525 |
|
|
2,572 |
|
|
|
2,485 |
|
|
|
2,238 |
|
Quantic Electronics, LLC |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
10.94 |
% |
|
1M L+600 |
|
|
3,348 |
|
|
|
3,290 |
|
|
|
3,274 |
|
Quantic Electronics, LLC - Unfunded Term Loan |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
0.00 |
% |
|
3M L+625 |
|
|
56 |
|
|
|
- |
|
|
|
- |
|
Radius Aerospace, Inc. |
|
3/31/2025 |
|
Aerospace and Defense |
|
|
9.87 |
% |
|
3M L+600 |
|
|
12,744 |
|
|
|
12,650 |
|
|
|
12,489 |
|
Rancho Health MSO, Inc. |
|
12/18/2025 |
|
Healthcare, Education and Childcare |
|
|
9.42 |
% |
|
1M L+450 |
|
|
5,167 |
|
|
|
5,167 |
|
|
|
5,167 |
|
Reception Purchaser, LLC |
|
2/28/2028 |
|
Transportation |
|
|
10.42 |
% |
|
SOFR+600 |
|
|
4,963 |
|
|
|
4,893 |
|
|
|
4,764 |
|
Recteq, LLC |
|
1/29/2026 |
|
Consumer Products |
|
|
10.98 |
% |
|
3M L+700 |
|
|
9,825 |
|
|
|
9,701 |
|
|
|
9,481 |
|
Research Now Group, LLC and Dynata, LLC |
|
12/20/2024 |
|
Business Services |
|
|
8.84 |
% |
|
1M L+550 |
|
|
14,542 |
|
|
|
14,452 |
|
|
|
10,776 |
|
Riverpoint Medical, LLC |
|
6/20/2025 |
|
Healthcare, Education and Childcare |
|
|
9.73 |
% |
|
3M L+525 |
|
|
3,192 |
|
|
|
3,174 |
|
|
|
3,109 |
|
Riverside Assessments, LLC |
|
3/10/2025 |
|
Education |
|
|
10.48 |
% |
|
1M L+575 |
|
|
9,923 |
|
|
|
9,855 |
|
|
|
9,750 |
|
Sales Benchmark Index LLC |
|
1/3/2025 |
|
Business Services |
|
|
10.73 |
% |
|
3M L+625 |
|
|
6,859 |
|
|
|
6,787 |
|
|
|
6,825 |
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
Electronics |
|
|
9.89 |
% |
|
3M L+550 |
|
|
4,886 |
|
|
|
4,886 |
|
|
|
4,813 |
|
Seaway Buyer, LLC |
|
6/13/2029 |
|
Chemicals, Plastics and Rubber |
|
|
10.73 |
% |
|
3M L+575 |
|
|
14,963 |
|
|
|
14,767 |
|
|
|
14,738 |
|
Signature Systems Holding Company |
|
5/3/2024 |
|
Chemicals, Plastics and Rubber |
|
|
10.17 |
% |
|
1M L+450 |
|
|
11,764 |
|
|
|
11,701 |
|
|
|
11,764 |
|
Solutionreach, Inc. |
|
1/17/2024 |
|
Communications |
|
|
10.13 |
% |
|
6M L+675 |
|
|
11,353 |
|
|
|
11,324 |
|
|
|
11,047 |
|
STV Group Incorporated |
|
12/11/2026 |
|
Transportation |
|
|
9.67 |
% |
|
3M L+575 |
|
|
12,099 |
|
|
|
12,033 |
|
|
|
12,038 |
|
48
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value(2) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Summit Behavioral Healthcare, LLC |
|
11/24/2028 |
|
Healthcare, Education and Childcare |
|
|
9.45 |
% |
|
3M L+475 |
|
|
3,599 |
|
|
|
3,397 |
|
|
|
3,383 |
|
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
8/16/2027 |
|
Aerospace and Defense |
|
|
10.94 |
% |
|
SOFR+600 |
|
|
16,087 |
|
|
|
15,759 |
|
|
|
15,878 |
|
Team Services Group, LLC |
|
11/24/2028 |
|
Healthcare, Education and Childcare |
|
|
9.95 |
% |
|
SOFR+500 |
|
|
700 |
|
|
|
669 |
|
|
|
662 |
|
Teneo Holdings LLC |
|
7/18/2025 |
|
Financial Services |
|
|
9.67 |
% |
|
3M L+525 |
|
|
4,104 |
|
|
|
4,041 |
|
|
|
3,940 |
|
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
Aerospace and Defense |
|
|
10.70 |
% |
|
3M L+600 |
|
|
11,180 |
|
|
|
11,081 |
|
|
|
11,068 |
|
The Bluebird Group LLC |
|
7/27/2026 |
|
Business Services |
|
|
11.98 |
% |
|
3M L+650 |
|
|
5,474 |
|
|
|
5,517 |
|
|
|
5,370 |
|
The Vertex Companies, LLC |
|
8/30/2027 |
|
Business Services |
|
|
9.88 |
% |
|
3M L+550 |
|
|
4,520 |
|
|
|
4,476 |
|
|
|
4,425 |
|
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
Food |
|
|
9.24 |
% |
|
3M L+525 |
|
|
5,522 |
|
|
|
5,388 |
|
|
|
5,372 |
|
TVC Enterprises, LLC |
|
3/26/2026 |
|
Transportation |
|
|
10.13 |
% |
|
3M L+600 |
|
|
17,180 |
|
|
|
17,054 |
|
|
|
16,750 |
|
TWS Acquisition Corporation |
|
6/16/2025 |
|
Education |
|
|
11.46 |
% |
|
3M L+625 |
|
|
7,949 |
|
|
|
7,920 |
|
|
|
7,949 |
|
Tyto Athene, LLC |
|
4/3/2028 |
|
Aerospace and Defense |
|
|
9.25 |
% |
|
3M L+550 |
|
|
12,034 |
|
|
|
11,912 |
|
|
|
10,903 |
|
UBEO, LLC |
|
4/3/2024 |
|
Printing and Publishing |
|
|
9.23 |
% |
|
3M L+450 |
|
|
4,674 |
|
|
|
4,659 |
|
|
|
4,604 |
|
Unique Indoor Comfort, LLC |
|
5/24/2027 |
|
Home and Office Furnishings, Housewares |
|
|
9.98 |
% |
|
3M L+525 |
|
|
9,950 |
|
|
|
9,820 |
|
|
|
9,691 |
|
Wildcat Buyerco, Inc. |
|
2/27/2026 |
|
Electronics |
|
|
9.81 |
% |
|
SOFR+575 |
|
|
11,477 |
|
|
|
11,396 |
|
|
|
11,082 |
|
Zips Car Wash, LLC |
|
3/1/2024 |
|
Business Services |
|
|
11.55 |
% |
|
3M L+725 |
|
|
19,898 |
|
|
|
19,623 |
|
|
|
19,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
746,720 |
|
|
|
734,690 |
|
||
Total Investments - 826.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents - 40.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,708 |
|
|
|
35,708 |
|
||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,708 |
|
|
|
35,708 |
|
||
Total Investments and Cash Equivalents - 866.2% |
|
|
|
|
|
|
|
|
|
$ |
782,428 |
|
|
$ |
770,398 |
|
||||||
Liabilities in Excess of Other Assets — (766.2)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(681,462 |
) |
|||||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
88,936 |
|
|||
Below is a listing of PSLF’s individual investments as of September 30, 2022 ($ in thousands):
49
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - 864.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Acquisition, LLC |
|
05/06/26 |
|
Media |
|
|
9.67 |
% |
|
3M L+600 |
|
$ |
4,938 |
|
|
$ |
4,938 |
|
|
$ |
4,900 |
|
Alpine Acquisition Corp II |
|
11/30/26 |
|
Containers, Packaging and Glass |
|
|
8.69 |
% |
|
3M L+800 |
|
|
9,975 |
|
|
|
9,785 |
|
|
|
9,576 |
|
Altamira Technologies, LLC |
|
07/24/25 |
|
Aerospace and Defense |
|
|
10.81 |
% |
|
3M L+550 |
|
|
871 |
|
|
|
864 |
|
|
|
841 |
|
American Insulated Glass, LLC |
|
12/21/23 |
|
Building Materials |
|
|
7.79 |
% |
|
3M L+575 |
|
|
19,906 |
|
|
|
19,867 |
|
|
|
19,906 |
|
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation) |
|
06/10/25 |
|
Media |
|
|
9.95 |
% |
|
1M L+550 |
|
|
14,104 |
|
|
|
13,968 |
|
|
|
13,892 |
|
Anteriad, LLC (f/k/a MeritDirect, LLC) |
|
05/23/24 |
|
Media |
|
|
9.17 |
% |
|
3M L+550 |
|
|
15,168 |
|
|
|
15,084 |
|
|
|
15,168 |
|
Any Hour Services |
|
07/21/27 |
|
Personal, Food and Miscellaneous Services |
|
|
7.98 |
% |
|
3M L+575 |
|
|
9,942 |
|
|
|
9,934 |
|
|
|
9,743 |
|
Apex Service Partners, LLC |
|
07/31/25 |
|
Personal, Food and Miscellaneous Services |
|
|
6.25 |
% |
|
3M L+575 |
|
|
6,569 |
|
|
|
6,502 |
|
|
|
6,536 |
|
Apex Service Partners, LLC Term Loan B |
|
07/31/25 |
|
Personal, Food and Miscellaneous Services |
|
|
6.55 |
% |
|
3M L+550 |
|
|
3,323 |
|
|
|
3,298 |
|
|
|
3,307 |
|
Apex Service Partners, LLC - Term Loan C |
|
07/31/25 |
|
Personal, Food and Miscellaneous Services |
|
|
6.50 |
% |
|
3M L+600 |
|
|
7,607 |
|
|
|
7,607 |
|
|
|
7,569 |
|
Applied Technical Services, LLC |
|
12/29/26 |
|
Environmental Services |
|
|
9.42 |
% |
|
3M L+500 |
|
|
8,822 |
|
|
|
8,725 |
|
|
|
8,602 |
|
Arcfield Acquisition Corp. |
|
03/07/28 |
|
Aerospace and Defense |
|
|
8.99 |
% |
|
3M L+575 |
|
|
11,940 |
|
|
|
11,721 |
|
|
|
11,701 |
|
Beta Plus Technologies, Inc. |
|
07/01/29 |
|
Business Services |
|
|
7.56 |
% |
|
1M L+525 |
|
|
15,000 |
|
|
|
14,700 |
|
|
|
14,700 |
|
Blackhawk Industrial Distribution, Inc. |
|
09/17/24 |
|
Distribution |
|
|
8.57 |
% |
|
3M L+600 |
|
|
17,993 |
|
|
|
17,772 |
|
|
|
17,596 |
|
Broder Bros., Co. |
|
12/02/22 |
|
Personal, Food and Miscellaneous Services |
|
|
7.39 |
% |
|
3M L+600 |
|
|
9,937 |
|
|
|
9,937 |
|
|
|
9,937 |
|
Cartessa Aesthetics, LLC |
|
05/13/28 |
|
Distribution |
|
|
9.55 |
% |
|
3M L+600 |
|
|
17,456 |
|
|
|
17,131 |
|
|
|
17,194 |
|
CF512, Inc. |
|
08/20/26 |
|
Media |
|
|
9.08 |
% |
|
3M L+575 |
|
|
2,985 |
|
|
|
2,958 |
|
|
|
2,940 |
|
Connatix Buyer, Inc. |
|
07/13/27 |
|
Media |
|
|
8.42 |
% |
|
1M L+550 |
|
|
9,045 |
|
|
|
9,029 |
|
|
|
8,819 |
|
Dr. Squatch, LLC |
|
08/31/27 |
|
Personal and Non-Durable Consumer Products |
|
|
9.42 |
% |
|
3M L+475 |
|
|
6,435 |
|
|
|
6,427 |
|
|
|
6,338 |
|
DRI Holding Inc. |
|
12/21/28 |
|
Media |
|
|
8.37 |
% |
|
3M L+575 |
|
|
2,776 |
|
|
|
2,526 |
|
|
|
2,489 |
|
DRS Holdings III, Inc. |
|
11/03/25 |
|
Consumer Products |
|
|
8.87 |
% |
|
3M L+600 |
|
|
15,142 |
|
|
|
15,063 |
|
|
|
14,658 |
|
Duraco Specialty Tapes LLC |
|
06/30/24 |
|
Manufacturing / Basic Industries |
|
|
8.62 |
% |
|
3M L+575 |
|
|
8,139 |
|
|
|
8,008 |
|
|
|
7,944 |
|
ECL Entertainment, LLC |
|
05/01/28 |
|
Hotels, Motels, Inns and Gaming |
|
|
10.62 |
% |
|
3M L+500 |
|
|
4,558 |
|
|
|
4,558 |
|
|
|
4,489 |
|
ECM Industries, LLC |
|
12/23/25 |
|
Electronics |
|
|
6.32 |
% |
|
3M L+600 |
|
|
2,823 |
|
|
|
2,761 |
|
|
|
2,689 |
|
Exigo Intermediate II, LLC |
|
03/15/27 |
|
Business Services |
|
|
8.87 |
% |
|
1M L+575 |
|
|
9,950 |
|
|
|
9,817 |
|
|
|
9,726 |
|
Fairbanks Morse Defense |
|
06/17/28 |
|
Aerospace and Defense |
|
|
7.63 |
% |
|
6M L+475 |
|
|
800 |
|
|
|
754 |
|
|
|
740 |
|
Global Holdings InterCo LLC |
|
03/16/26 |
|
Banking, Finance, Insurance & Real Estate |
|
|
8.74 |
% |
|
3M L+600 |
|
|
7,343 |
|
|
|
7,313 |
|
|
|
7,013 |
|
Graffiti Buyer, Inc. |
|
08/10/27 |
|
Distribution |
|
|
8.00 |
% |
|
3M L+550 |
|
|
1,974 |
|
|
|
1,939 |
|
|
|
1,895 |
|
Hancock Roofing and Construction L.L.C. |
|
12/31/26 |
|
Insurance |
|
|
8.67 |
% |
|
1M L+575 |
|
|
6,835 |
|
|
|
6,835 |
|
|
|
6,733 |
|
Holdco Sands Intermediate, LLC |
|
11/23/28 |
|
Aerospace and Defense |
|
|
10.17 |
% |
|
1M L+800 |
|
|
19,915 |
|
|
|
19,535 |
|
|
|
19,516 |
|
HV Watterson Holdings, LLC |
|
12/17/26 |
|
Business Services |
|
|
9.67 |
% |
|
3M L+600 |
|
|
15,255 |
|
|
|
15,045 |
|
|
|
14,721 |
|
HW Holdco, LLC |
|
12/10/24 |
|
Media |
|
|
6.00 |
% |
|
3M L+700 |
|
|
14,438 |
|
|
|
14,303 |
|
|
|
14,257 |
|
Icon Partners III, LP |
|
05/11/28 |
|
Auto Sector |
|
|
6.87 |
% |
|
3M L+475 |
|
|
2,333 |
|
|
|
2,001 |
|
|
|
1,705 |
|
IDC Infusion Services, Inc. |
|
12/30/26 |
|
Healthcare, Education and Childcare |
|
|
10.20 |
% |
|
3M L+750 |
|
|
17,400 |
|
|
|
17,154 |
|
|
|
16,617 |
|
IG Investments Holdings, LLC |
|
09/22/28 |
|
Business Services |
|
|
9.45 |
% |
|
1M L+575 |
|
|
4,473 |
|
|
|
4,388 |
|
|
|
4,428 |
|
Imagine Acquisitionco, LLC |
|
11/15/27 |
|
Business Services |
|
|
6.91 |
% |
|
3M L+625 |
|
|
5,636 |
|
|
|
5,534 |
|
|
|
5,495 |
|
Inception Fertility Ventures, LLC |
|
12/07/23 |
|
Healthcare, Education and Childcare |
|
|
9.96 |
% |
|
3M L+550 |
|
|
20,000 |
|
|
|
19,545 |
|
|
|
19,800 |
|
Infolinks Media Buyco, LLC |
|
11/01/26 |
|
Media |
|
|
9.42 |
% |
|
1M L+550 |
|
|
6,428 |
|
|
|
6,428 |
|
|
|
6,428 |
|
Integrity Marketing Acquisition, LLC |
|
08/27/25 |
|
Insurance |
|
|
9.21 |
% |
|
3M L+575 |
|
|
19,954 |
|
|
|
19,866 |
|
|
|
19,754 |
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/23 |
|
Chemicals, Plastics and Rubber |
|
|
11.12 |
% |
|
3M L+550 |
|
|
14,438 |
|
|
|
14,316 |
|
|
|
14,438 |
|
LAV Gear Holdings, Inc. |
|
10/31/24 |
|
Leisure, Amusement, Motion Pictures, Entertainment |
|
|
9.95 |
% |
|
3M L+500 |
|
|
2,137 |
|
|
|
2,129 |
|
|
|
2,088 |
|
Lash OpCo, LLC |
|
02/18/27 |
|
Consumer Products |
|
|
11.17 |
% |
|
1M L+650 |
|
|
19,925 |
|
|
|
19,708 |
|
|
|
19,526 |
|
Lightspeed Buyer Inc. |
|
02/03/26 |
|
Healthcare, Education and Childcare |
|
|
8.87 |
% |
|
3M L+475 |
|
|
12,345 |
|
|
|
12,119 |
|
|
|
11,944 |
|
MAG DS Corp. |
|
04/01/27 |
|
Aerospace and Defense |
|
|
9.17 |
% |
|
3M L+550 |
|
|
5,570 |
|
|
|
5,128 |
|
|
|
5,069 |
|
Magenta Buyer, LLC |
|
07/31/28 |
|
Software |
|
|
7.87 |
% |
|
3M L+500 |
|
|
3,140 |
|
|
|
2,946 |
|
|
|
2,826 |
|
Mars Acquisition Holdings Corp. |
|
05/14/26 |
|
Media |
|
|
8.62 |
% |
|
1M L+625 |
|
|
7,920 |
|
|
|
7,861 |
|
|
|
7,880 |
|
MBS Holdings, Inc. |
|
04/16/27 |
|
Telecommunications |
|
|
8.56 |
% |
|
3M L+575 |
|
|
7,406 |
|
|
|
7,326 |
|
|
|
7,332 |
|
Meadowlark Acquirer, LLC |
|
12/10/27 |
|
Business Services |
|
|
9.17 |
% |
|
3M L+575 |
|
|
2,983 |
|
|
|
2,926 |
|
|
|
2,953 |
|
Municipal Emergency Services, Inc. |
|
09/28/27 |
|
Distribution |
|
|
7.25 |
% |
|
3M L+550 |
|
|
4,164 |
|
|
|
4,102 |
|
|
|
3,923 |
|
NBH Group LLC |
|
08/19/26 |
|
Healthcare, Education and Childcare |
|
|
7.80 |
% |
|
3M L+575 |
|
|
7,505 |
|
|
|
7,426 |
|
|
|
7,505 |
|
OIS Management Services, LLC |
|
07/09/26 |
|
Healthcare, Education and Childcare |
|
|
9.45 |
% |
|
3M L+600 |
|
|
5,257 |
|
|
|
5,210 |
|
|
|
5,257 |
|
Owl Acquisition, LLC |
|
02/04/28 |
|
Education |
|
|
8.41 |
% |
|
3M L+550 |
|
|
3,990 |
|
|
|
3,874 |
|
|
|
3,890 |
|
Ox Two, LLC (New Issue) |
|
05/18/26 |
|
Distribution |
|
|
8.32 |
% |
|
1M L+650 |
|
|
4,962 |
|
|
|
4,911 |
|
|
|
4,863 |
|
PL Acquisitionco, LLC |
|
11/09/27 |
|
Retail |
|
|
9.62 |
% |
|
1M L+575 |
|
|
8,634 |
|
|
|
8,489 |
|
|
|
8,419 |
|
PlayPower, Inc. |
|
05/08/26 |
|
Consumer Products |
|
|
9.17 |
% |
|
1M L+525 |
|
|
2,580 |
|
|
|
2,487 |
|
|
|
2,309 |
|
Quantic Electronics, LLC |
|
11/19/26 |
|
Aerospace and Defense |
|
|
9.92 |
% |
|
1M L+600 |
|
|
3,403 |
|
|
|
3,342 |
|
|
|
3,335 |
|
Quantic Electronics, LLC - Unfunded Term Loan |
|
11/19/26 |
|
Aerospace and Defense |
|
|
0.00 |
% |
|
3M L+625 |
|
|
143 |
|
|
|
- |
|
|
|
(1 |
) |
Radius Aerospace, Inc. |
|
03/31/25 |
|
Aerospace and Defense |
|
|
9.46 |
% |
|
3M L+600 |
|
|
12,757 |
|
|
|
12,657 |
|
|
|
12,566 |
|
Rancho Health MSO, Inc. |
|
12/18/25 |
|
Healthcare, Education and Childcare |
|
|
7.75 |
% |
|
1M L+450 |
|
|
5,180 |
|
|
|
5,180 |
|
|
|
5,180 |
|
Reception Purchaser, LLC |
|
02/28/28 |
|
Transportation |
|
|
9.13 |
% |
|
SOFR+600 |
|
|
4,975 |
|
|
|
4,904 |
|
|
|
4,751 |
|
Recteq, LLC |
|
01/29/26 |
|
Consumer Products |
|
|
9.92 |
% |
|
3M L+700 |
|
|
9,850 |
|
|
|
9,718 |
|
|
|
9,505 |
|
Research Now Group, LLC and Dynata, LLC |
|
12/20/24 |
|
Business Services |
|
|
8.84 |
% |
|
1M L+550 |
|
|
14,542 |
|
|
|
14,440 |
|
|
|
13,070 |
|
Riverpoint Medical, LLC |
|
06/20/25 |
|
Healthcare, Education and Childcare |
|
|
7.74 |
% |
|
3M L+525 |
|
|
3,192 |
|
|
|
3,172 |
|
|
|
3,112 |
|
Riverside Assessments, LLC |
|
03/10/25 |
|
Education |
|
|
9.95 |
% |
|
1M L+575 |
|
|
9,949 |
|
|
|
9,872 |
|
|
|
9,750 |
|
Sales Benchmark Index LLC |
|
01/03/25 |
|
Business Services |
|
|
9.67 |
% |
|
3M L+625 |
|
|
6,859 |
|
|
|
6,779 |
|
|
|
6,791 |
|
Sargent & Greenleaf Inc. |
|
12/20/24 |
|
Electronics |
|
|
7.15 |
% |
|
3M L+550 |
|
|
5,082 |
|
|
|
5,082 |
|
|
|
5,031 |
|
Seaway Buyer, LLC |
|
06/13/29 |
|
Chemicals, Plastics and Rubber |
|
|
7.90 |
% |
|
3M L+575 |
|
|
15,000 |
|
|
|
14,794 |
|
|
|
14,775 |
|
Signature Systems Holding Company |
|
05/03/24 |
|
Chemicals, Plastics and Rubber |
|
|
10.17 |
% |
|
1M L+450 |
|
|
11,951 |
|
|
|
11,879 |
|
|
|
11,861 |
|
Solutionreach, Inc. |
|
01/17/24 |
|
Communications |
|
|
8.87 |
% |
|
6M L+675 |
|
|
11,386 |
|
|
|
11,352 |
|
|
|
11,113 |
|
STV Group Incorporated |
|
12/11/26 |
|
Transportation |
|
|
8.37 |
% |
|
3M L+575 |
|
|
12,099 |
|
|
|
12,031 |
|
|
|
11,978 |
|
50
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
8/16/2027 |
|
Aerospace and Defense |
|
|
8.73 |
% |
|
SOFR+600 |
|
|
16,128 |
|
|
|
15,785 |
|
|
|
15,870 |
|
Teneo Holdings LLC |
|
7/18/2025 |
|
Financial Services |
|
|
7.73 |
% |
|
3M L+525 |
|
|
3,474 |
|
|
|
3,435 |
|
|
|
3,271 |
|
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
Aerospace and Defense |
|
|
9.67 |
% |
|
3M L+600 |
|
|
11,208 |
|
|
|
11,102 |
|
|
|
11,096 |
|
The Bluebird Group LLC |
|
7/27/2026 |
|
Business Services |
|
|
10.67 |
% |
|
3M L+650 |
|
|
5,502 |
|
|
|
5,549 |
|
|
|
5,557 |
|
The Vertex Companies, LLC |
|
8/30/2027 |
|
Business Services |
|
|
8.62 |
% |
|
3M L+550 |
|
|
4,531 |
|
|
|
4,485 |
|
|
|
4,509 |
|
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
Food |
|
|
7.78 |
% |
|
3M L+525 |
|
|
5,536 |
|
|
|
5,392 |
|
|
|
5,370 |
|
TVC Enterprises, LLC |
|
3/26/2026 |
|
Transportation |
|
|
8.87 |
% |
|
3M L+600 |
|
|
17,381 |
|
|
|
17,244 |
|
|
|
16,946 |
|
TWS Acquisition Corporation |
|
6/16/2025 |
|
Education |
|
|
8.76 |
% |
|
3M L+625 |
|
|
7,949 |
|
|
|
7,917 |
|
|
|
7,910 |
|
Tyto Athene, LLC |
|
4/3/2028 |
|
Aerospace and Defense |
|
|
7.76 |
% |
|
3M L+550 |
|
|
12,064 |
|
|
|
11,938 |
|
|
|
11,208 |
|
UBEO, LLC |
|
4/3/2024 |
|
Printing and Publishing |
|
|
8.17 |
% |
|
3M L+450 |
|
|
4,674 |
|
|
|
4,657 |
|
|
|
4,604 |
|
Unique Indoor Comfort, LLC |
|
5/24/2027 |
|
Home and Office Furnishings, Housewares |
|
|
8.95 |
% |
|
3M L+525 |
|
|
9,975 |
|
|
|
9,840 |
|
|
|
9,755 |
|
Wildcat Buyerco, Inc. |
|
2/27/2026 |
|
Electronics |
|
|
9.45 |
% |
|
SOFR+575 |
|
|
11,506 |
|
|
|
11,420 |
|
|
|
11,110 |
|
Zips Car Wash, LLC |
|
3/1/2024 |
|
Business Services |
|
|
10.24 |
% |
|
3M L+725 |
|
|
19,998 |
|
|
|
19,673 |
|
|
|
19,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
738,219 |
|
|
|
730,108 |
|
||
Total Investments - 864.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents - 50.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,966 |
|
|
|
42,966 |
|
||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,966 |
|
|
|
42,966 |
|
||
Total Investments and Cash Equivalents - 915.3% |
|
|
|
|
|
|
|
|
|
$ |
781,185 |
|
|
$ |
773,073 |
|
||||||
Liabilities in Excess of Other Assets — (815.3)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(688,611 |
) |
|||||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
84,462 |
|
|||
Below are the consolidated statements of assets and liabilities for PSLF,($ in thousands):
|
|
December 31, 2022 |
|
|
|
|
||
|
|
(Unaudited) |
|
|
September 30, 2022 |
|
||
Assets |
|
|
|
|
|
|
||
Investments at fair value (cost—$746,720 and $738,219, respectively) |
|
$ |
734,690 |
|
|
$ |
730,108 |
|
Cash and cash equivalents (cost—$35,708 and $42,966, respectively) |
|
|
35,708 |
|
|
|
42,966 |
|
Receivable for investments sold |
|
|
1,423 |
|
|
|
3,870 |
|
Interest receivable |
|
|
3,887 |
|
|
|
2,970 |
|
Prepaid expenses and other assets |
|
|
1,231 |
|
|
|
1,373 |
|
Total assets |
|
|
776,939 |
|
|
|
781,287 |
|
Liabilities |
|
|
|
|
|
|
||
Credit facility payable |
|
|
264,600 |
|
|
|
257,600 |
|
2034 Asset-backed debt, net (par—$246,000) |
|
|
243,993 |
|
|
|
243,896 |
|
Notes payable to members |
|
|
157,605 |
|
|
|
145,472 |
|
Payable for investments purchased |
|
|
5,821 |
|
|
|
37,658 |
|
Interest payable on credit facility and asset backed debt |
|
|
6,960 |
|
|
|
4,676 |
|
Distribution payable to Members |
|
|
5,000 |
|
|
|
4,000 |
|
Interest payable on notes to members |
|
|
3,376 |
|
|
|
2,703 |
|
Accrued expenses |
|
|
648 |
|
|
|
820 |
|
Total liabilities |
|
|
688,003 |
|
|
|
696,825 |
|
Commitments and contingencies (1) |
|
|
|
|
|
|
||
Members' equity |
|
|
88,936 |
|
|
|
84,462 |
|
Total liabilities and members' equity |
|
$ |
776,939 |
|
|
$ |
781,287 |
|
Below are the consolidated statements of operations for PSLF, ($ in thousands):
|
|
|
Three Months Ended December 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
Investment income: |
|
|
|
|
|
|
|
||
Interest |
|
|
$ |
18,845 |
|
|
$ |
7,570 |
|
Other income |
|
|
|
97 |
|
|
|
103 |
|
Total investment income |
|
|
|
18,942 |
|
|
|
7,673 |
|
Expenses: |
|
|
|
|
|
|
|
||
Interest expense on credit facility and asset-backed debt |
|
|
|
7,815 |
|
|
|
1,609 |
|
Interest expense on notes to members |
|
|
|
4,723 |
|
|
|
2,439 |
|
Administrative services expenses |
|
|
|
727 |
|
|
|
293 |
|
General and administrative expenses |
|
|
|
114 |
|
|
|
112 |
|
Total expenses |
|
|
|
13,379 |
|
|
|
4,453 |
|
Net investment income |
|
|
|
5,563 |
|
|
|
3,220 |
|
Realized and unrealized gain (loss) on investments: |
|
|
|
|
|
|
|
||
Net realized gain (loss) on investments |
|
|
|
(33 |
) |
|
|
(1 |
) |
Net change in unrealized appreciation (depreciation) on investments |
|
|
|
(3,922 |
) |
|
|
506 |
|
Net realized and unrealized gain (loss) from investments |
|
|
|
(3,955 |
) |
|
|
505 |
|
Net increase (decrease) in members' equity resulting from operations |
|
|
$ |
1,608 |
|
|
$ |
3,725 |
|
(*) No management or incentive fees are payable by PSLF.
51
Distributions
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 of 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 three months ended December 31, 2022, we declared distributions of $0.17 per share, for total distributions of $10.8 million. For the same periods in the prior year, we declared distributions of $0.12 per share, for total distributions of $8.0 million. We monitor available net investment 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 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, or ASU, 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 September 30, 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, but the impact of the adoption is not expected to be material.
In June 2022, the FASB issued 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.
Share Repurchase Program
On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25 million of our outstanding common shares 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 shares. During the three months ended December 31, 2022 and 2021, we did not make any repurchases of our common sshares, respectively.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. As of December 31, 2022, our debt portfolio consisted of 96.0% variable-rate investments and 4.0% 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:
52
Change in Interest Rates |
|
Change in Interest Income, |
|
|
Change in Interest Income, |
|
||
Down 1% |
|
$ |
(5,378 |
) |
|
$ |
(0.08 |
) |
Up 1% |
|
|
5,378 |
|
|
|
0.08 |
|
Up 2% |
|
|
10,755 |
|
|
|
0.16 |
|
Up 3% |
|
|
16,133 |
|
|
|
0.25 |
|
Up 4% |
|
|
21,514 |
|
|
|
0.33 |
|
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.
Item 4. Controls and Procedures
As of the period covered by this Report, 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) under the Exchange Act). As disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, a material weakness was previously identified in connection with our internal control over financial reporting relating to procedures ensuring the timely transmission of portfolio company financial information to our independent valuation service providers. We have taken steps to remediate this material weakness, which stepshave included (i) enhancing existing controls to ensure the timely transmission of all relevant portfolio company financial information to our independent service providers and (ii) enhancing policies and procedures to demonstrate a commitment to improving our overall control environment.
Taking the above efforts into consideration, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures for the quarter ended December 31, 2022 were effective and provided reasonable assurance that information required to be disclosed in our periodic filings with the SEC 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.
Other than disclosed in this Item 4, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
53
PART II – OTHER INFORMATION
Item 1. 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 1A. Risk Factors
In addition to the other information set forth in this Report, you should consider carefully the factors discussed below, as well as in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 filed on November 17, 2022 which could materially affect our business, financial condition and/or operating results. The risks described below, as well as in our Annual Report on Form 10-K, are not the only risks facing PennantPark Investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
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 of February 5, 2019, 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 the Company’s 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 for federal income tax purposes, 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%. As a result, as of February 6, 2019, 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 are partially dependent on our SBIC Fund for cash distributions to enable us to meet the distribution requirements in order to permit us to be subject to tax as a RIC. In this regard, our SBIC Fund 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 our SBIC Fund 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 our SBIC Fund is unable to obtain a waiver, compliance with the SBA regulations may cause us to incur a corporate-level income tax.
If we incur additional debt, it could increase the risk of investing in our shares.
We have indebtedness outstanding pursuant to the Truist Credit Facility, 2024 Notes, 2026 Notes, 2026 Notes-2 and SBA debentures and expect in the future to borrow additional amounts under the Truist Credit Facility or other debt securities, subject to market availability, and, may increase the size of the 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 the 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 the 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 associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets decreases, then leveraging would cause the net asset value 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, as of February 6, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% to 150%. As of such date, 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.
54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No unregistered securities were sold in the quarter ended December 31, 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 |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) |
|
||||
January 1, 2022 through March 31, 2022 |
|
|
913,454 |
|
|
$ |
7.72 |
|
|
|
913,454 |
|
|
$ |
17,944 |
|
April 1, 2022 through June 30, 2022 |
|
|
717,709 |
|
|
$ |
6.91 |
|
|
|
1,631,163 |
|
|
$ |
12,986 |
|
July 1, 2022 through September 30, 2022 |
|
|
189,442 |
|
|
$ |
6.52 |
|
|
|
1,820,605 |
|
|
$ |
11,751 |
|
October 1, 2022 through December 31, 2022 |
|
|
— |
|
|
$ |
- |
|
|
|
1,820,605 |
|
|
$ |
11,751 |
|
Total investments |
|
|
1,820,605 |
|
|
$ |
7.28 |
|
|
|
|
|
|
|
||
—————————
(1) |
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. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
55
Item 6. Exhibits
Unless specifically indicated otherwise, the following exhibits are incorporated by reference to exhibits previously filed with the SEC:
3.1 |
|
|
|
3.2 |
|
|
|
4.1 |
|
|
|
31.1* |
|
|
|
31.2* |
|
|
|
32.1* |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2* |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
99.1 |
|
|
|
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.
56
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
PENNANTPARK INVESTMENT CORPORATION |
||
|
|
|
||
Date: February 8, 2023 |
|
By: |
|
/s/ Arthur H. Penn |
|
|
|
|
Arthur H. Penn |
|
|
|
|
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
|
|
|
||
Date: February 8, 2023 |
|
By: |
|
/s/ Richard T. Allorto, Jr. |
|
|
|
|
Richard T. Allorto, Jr. |
|
|
|
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
57
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Arthur H. Penn, Chief Executive Officer of PennantPark Investment Corporation, certify that:
1. I have reviewed this Report on Form 10-Q 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;
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;
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.
Dated: February 8, 2023
/s/ Arthur H. Penn |
|
Name: |
Arthur H. Penn |
Title: |
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Richard T. Allorto, Jr., Chief Financial Officer of PennantPark Investment Corporation, certify that:
1. I have reviewed this Report on Form 10-Q 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;
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;
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.
Dated: February 8, 2023
/s/ Richard T. Allorto, Jr. |
|
Name: |
Richard T. Allorto, Jr. |
Title: |
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with this Report on Form 10-Q for the three months ended December 31, 2022 (the “Report”) of PennantPark Investment Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Arthur H. Penn, 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, as amended; 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: |
|
Chief Executive Officer |
Date: |
|
February 8, 2023 |
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with this Report on Form 10-Q for the three months ended December 31, 2022 (the “Report”) of PennantPark Investment Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Richard T. Allorto, Jr., 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, as amended; 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 T. Allorto, Jr. |
||
Name: |
|
Richard T. Allorto, Jr. |
Title: |
|
Chief Financial Officer |
Date: |
|
February 8, 2023 |