•]`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023
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: 814-00736
PENNANTPARK INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
20-8250744
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1691 Michigan Avenue,
Miami Beach, Florida
33139
(Address of principal executive offices)
(Zip Code)
(786) 297-9500
(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
Common Stock, par value $0.001 per share
PNNT
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
☑
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May 11, 2023 was 65,224,500.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023
TABLE OF CONTENTS
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities as of March 31, 2023 (unaudited) and September 30, 2022
4
Consolidated Statements of Operations for the three and six months ended March 31, 2023 and 2022 (unaudited)
5
Consolidated Statements of Changes in Net Assets for the three and six months ended March 31, 2023 and 2022 (unaudited)
6
Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022 (unaudited)
7
Consolidated Schedules of Investments as of March 31, 2023 (unaudited) and September 30, 2022
8
Notes to Consolidated Financial Statements (unaudited)
19
Report of Independent Registered Public Accounting Firm (PCAOB ID 49)
36
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3. Quantitative and Qualitative Disclosures About Market Risk
53
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
54
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
55
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
56
SIGNATURES
57
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
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share and per share data)
March 31, 2023
September 30, 2022
(unaudited)
Assets
Investments at fair value
Non-controlled, non-affiliated investments (cost—$876,705 and $882,513, respectively)
$
879,572
932,155
Non-controlled, affiliated investments (cost—$54,813 and $37,612, respectively)
51,807
34,760
Controlled, affiliated investments (cost—$233,082 and $381,904, respectively)
201,132
259,386
Total investments (cost—$1,164,600 and $1,302,029, respectively)
1,132,511
1,226,301
Cash and cash equivalents (cost—$63,105 and $52,844, respectively)
63,135
52,666
Interest receivable
4,419
3,593
Receivable for investments sold
—
29,494
Distribution receivable
4,834
2,420
Prepaid expenses and other assets
12,036
4,036
Total assets
1,216,935
1,318,510
Liabilities
Distributions payable
12,067
9,784
Payable for investments purchased
15,149
Truist Credit Facility payable, at fair value (cost—$377,420 and $385,920, respectively) (See Notes 5 and 10)
362,268
376,687
2026 Notes payable, net (par— $150,000) (See Notes 5 and 10)
147,218
146,767
2026 Notes-2 payable, net (par— $165,000) (See Notes 5 and 10)
161,800
161,373
SBA debentures payable, net (par—zero and $20,000, respectively) (See Notes 5 and 10)
19,686
Base management fee payable (See Note 3)
4,040
4,849
Incentive fee payable (See Note 3)
3,530
Interest payable on debt
6,093
6,264
Accrued expenses
9,055
6,639
Deferred tax liability
896
Total liabilities
721,220
732,945
Commitments and contingencies (See Note 11)
Net assets
Common stock, 65,224,500 shares issued and outstanding Par value $0.001 per share and 100,000,000 shares authorized
65
Paid-in capital in excess of par value
748,169
Accumulated deficit
(252,519
)
(162,669
Total net assets
495,715
585,565
Total liabilities and net assets
Net asset value per share
7.60
8.98
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
Three Months Ended March 31,
Six Months Ended March 31,
2023
2022
Investment income:
From non-controlled, non-affiliated investments:
Interest
26,759
14,543
48,990
30,083
Payment-in-kind
24
996
3,406
Dividend income
1,131
Other income
346
2,612
833
6,803
From non-controlled, affiliated investments:
81
From controlled, affiliated investments:
3,648
2,343
6,506
4,609
658
1,425
1,789
3,551
3,702
6,958
4,235
Total investment income
36,349
24,339
66,312
52,687
Expenses:
Base management fee (See Note 3)
4,981
8,642
10,090
Incentive fee (See Note 3)
5,721
2,657
Interest and expenses on debt (See Note 10)
10,587
6,498
20,316
13,385
Administrative services expenses (See Note 3)
267
250
533
500
General and administrative expenses
835
723
1,676
1,446
Expenses before provision for taxes
19,259
12,452
36,888
28,078
Provision for taxes on net investment income
450
200
2,450
400
Total expenses
19,709
12,652
39,338
28,478
Net investment income
16,640
11,687
26,974
24,209
Realized and unrealized gain (loss) on investments and debt:
Net realized gain (loss) on investments and debt:
Non-controlled, non-affiliated investments
(14,613
1,889
(10,549
7,090
Non-controlled and controlled, affiliated investments
(133,098
140,898
109,624
Debt extinguishment
(289
(1,132
(2,801
Provision for taxes on realized gain on investments
(717
(5,060
Net realized gain (loss) on investments and debt
(148,717
136,595
(144,653
108,853
Net change in unrealized appreciation (depreciation) on:
3,950
(158,062
(46,567
(207,665
131,459
6,610
90,411
102,982
Provision for taxes on unrealized appreciation (depreciation) on investments
5,045
Debt appreciation (depreciation) (See Notes 5 and 10)
1,540
1,285
5,919
289
Net change in unrealized appreciation (depreciation) on investments and debt
136,949
(145,122
50,659
(104,394
Net realized and unrealized gain (loss) from investments and debt
(11,768
(8,527
(93,994
4,459
Net increase (decrease) in net assets resulting from operations
4,872
3,160
(67,020
28,668
Net increase (decrease) in net assets resulting from operations per common share (See Note 7)
0.07
0.05
(1.03
0.43
Net investment income per common share
0.26
0.18
0.41
0.36
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
(In thousands)
Net increase (decrease) in net assets resulting from operations:
(148,000
141,655
(143,936
113,913
Net change in unrealized appreciation (depreciation) on investments
135,409
(151,452
43,844
(104,683
Net change in provision for taxes on net realized gain (loss) on investments
Net change in provision for taxes on unrealized appreciation (depreciation) on investments
Net change in unrealized (appreciation) depreciation on debt
Distributions to stockholders:
(12,066
(9,389
(22,830
(17,432
Capital Transactions:
Repurchase of common stock (See Note 13)
(7,055
Net increase (decrease) in net assets
(7,194
(13,284
(89,850
4,181
Net assets:
Beginning of period
502,909
677,609
660,144
End of period
664,325
Capital share activity:
Shares of common stock repurchased
913,454
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Cash flows from operating activities:
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in net unrealized (appreciation) depreciation on investments
(43,844
104,683
Net change in unrealized appreciation (depreciation) on debt
(5,919
Net realized (gain) loss on investments
143,647
(116,714
Debt extinguishment realized loss
2,801
Net accretion of discount and amortization of premium
(4,717
(3,515
Purchases of investments
(144,489
(473,128
Payment-in-kind income
(1,812
(7,688
Proceeds from dispositions of investments
144,780
537,695
Amortization of deferred financing costs
903
1,049
(Increase) or Decrease in:
(826
1,565
Receivables from investments sold
12,793
(2,414
(726
Prepiad expenses and other assets
(8,000
Increase or (Decrease) in:
1,213
(171
1,742
Base management fee payable, net
(809
401
Performance-based incentive fee payable, net
(575
(896
Accrued other expenses
2,416
(221
Net cash provided by (used in) operating activities
59,291
89,754
Cash flows from financing activities:
Repurchase of common stock
-
Distributions paid to stockholders
(20,546
(16,091
Net repayments of the 2024 Notes issuance
(86,250
Proceeds from 2026 Notes-2 issuance
160,519
Repayments under SBA debentures
(20,000
(36,358
Borrowings under Truist Credit Facility
75,500
496,841
Repayments under Truist Credit Facility
(84,000
(595,466
Net cash provided by (used in) financing activities
(49,046
(83,860
Net increase (decrease) in cash equivalents
10,245
5,894
Effect of exchange rate changes on cash
223
Cash and cash equivalents, beginning of period
20,357
Cash and cash equivalents, end of period
63,134
26,251
Supplemental disclosure of cash flow information:
Interest paid
19,584
10,594
Taxes paid
299
5,055
Non-cash exchanges and conversions
12,628
(31,274
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
MARCH 31, 2023
(In thousands, except share data)
Issuer Name
Maturity / Expiration
Industry
Current Coupon
Basis Point Spread Above Index (4)
Par / Shares
Cost
Fair Value (3)
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—177.4% of Net Assets (1), (2)
First Lien Secured Debt—118.9% of Net Assets
A1 Garage Merger Sub, LLC
12/22/2028
Personal, Food and Miscellaneous Services
11.12
%
3M L+660
1,705
1,681
1,680
A1 Garage Merger Sub, LLC - Unfunded Term Loan
12/21/2024
5,253
A1 Garage Merger Sub, LLC (Revolver) (7)
2,532
(38
Ad.net Acquisition, LLC (Revolver)
05/07/2026
Media
11.16
3M L+600
178
176
Ad.net Acquisition, LLC (Revolver) (7)
(2
Altamira Technologies, LLC (Revolver)
07/24/2025
Aerospace and Defense
10.55
3M L+550
50
Altamira Technologies, LLC (Revolver) (7)
138
Anteriad, LLC (f/k/a MeritDirect, LLC)
05/23/2024
11.46
3M L+650
1,268
1,243
Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver) (7)
1,612
(48
Any Hour Services
07/21/2027
10.49
3M L+563
4,099
4,077
3,986
Any Hour Services (Revolver) (7)
1,147
(32
Apex Service Partners, LLC
07/31/2025
1M L+550
1,331
1,324
Apex Service Partners, LLC Term Loan C
9.08
1,893
1,876
1,883
Apex Service Partners, LLC (Revolver)
10.26
3M L+525
466
464
Apex Service Partners, LLC (Revolver) (7)
Applied Technical Services, LLC
12/29/2026
Environmental Services
10.91
3M L+575
2,256
2,234
2,211
Applied Technical Services, LLC (7)
04/21/2023
735
(6
Applied Technical Services, LLC (Revolver)
12.47
3M P+475
825
809
Applied Technical Services, LLC (Revolver) (7)
175
(4
Arcfield Acquisition Corp. (Revolver) (7)
03/07/2028
2,263
(45
Berwick Industrial Park
05/02/2023
Buildings and Real Estate
11.00
4,000
4,005
3,936
Beta Plus Technologies, Inc.
07/01/2029
Business Services
9.42
SOFR+475
4,975
4,886
4,378
BioDerm, Inc.
01/31/2028
Healthcare, Education and Childcare
10.86
9,000
8,895
8,865
BioDerm, Inc. (Revolver) (7)
1,071
(16
Blackhawk Industrial Distribution, Inc.
09/17/2024
Distribution
11.15
3M L+625
1,407
1,394
1,375
Blackhawk Industrial Distribution, Inc.(7)
3,808
(67
Blackhawk Industrial Distribution, Inc. (Revolver)
343
332
Blackhawk Industrial Distribution, Inc. (Revolver) (7)
3,203
(104
Broder Bros., Co.
12/04/2025
Consumer Products
10.73
9,967
Cartessa Aesthetics, LLC
06/14/2028
10.90
1M L+600
34,229
33,618
33,887
Cartessa Aesthetics, LLC - (Revolver)
1,265
1,253
Cartessa Aesthetics, LLC - (Revolver) (7)
2,297
(23
CF512, Inc.
08/20/2026
10.96
6,686
6,607
6,552
CF512, Inc.(Revolver) (7)
909
(18
Compex Legal Services, Inc.
02/09/2026
10.45
3M L+555
849
840
Compex Legal Services, Inc. (Revolver)
02/07/2025
393
Compex Legal Services, Inc. (Revolver) (7)
262
Connatix Buyer, Inc. (7)
07/14/2023
3,158
(87
Connatix Buyer, Inc. (Revolver) (7)
07/13/2027
1,859
(70
Confluent Health, LLC
11/30/2028
3M P+300
2,000
1,860
Crane 1 Services, Inc.
08/16/2027
2,588
2,562
Crane 1 Services, Inc. (Revolver)
1M L+575
78
77
Crane 1 Services, Inc. (Revolver) (7)
214
DermaRite Industries LLC
06/30/2023
Manufacturing / Basic Industries
12.16
1M L+700
8,755
8,749
3,169
Dr. Squatch, LLC
08/31/2027
Personal and Non-Durable Consumer Products
10.75
12,853
12,688
12,661
Dr. Squatch, LLC (7)
08/27/2026
(10
Dr. Squatch, LLC (Revolver)
1,551
1,527
Dr. Squatch, LLC (Revolver) (7)
775
(12
DRS Holdings III, Inc.
11/03/2025
10.59
DRS Holdings III, Inc. (Revolver) (7)
1,783
(52
ECL Entertainment, LLC
05/01/2028
Hotels, Motels, Inns and Gaming
12.42
1M L+750
19,059
18,930
18,881
ECM Industries, LLC (Revolver)
12/23/2025
Electronics
9.77
3M L+450
97
93
ECM Industries, LLC (Revolver) (7)
421
EDS Buyer, LLC
6,250
6,161
6,094
EDS Buyer, LLC - Unfunded Term Loan
5,625
EDS Buyer, LLC - (Revolver) (7)
1,687
(42
Exigo Intermediate II, LLC
03/15/2027
24,750
24,438
24,255
Exigo Intermediate II, LLC (7)
03/15/2024
7,424
(93
Exigo Intermediate II, LLC (Revolver) (7)
1,856
(37
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) —(Continued)
Fairbanks Morse Defense
06/17/2028
9.48
3M L+475
738
702
Five Star Buyer, Inc.
02/23/2028
Leisure, Amusement, Motion Pictures, Entertainment
11.90
3M L+700
5,173
5,070
5,069
Five Star Buyer, Inc. - Unfunded Term Loan
1,079
(22
Five Star Buyer, Inc. - Unfunded Revolver
670
(14
Gantech Acquisition Corp.
05/14/2026
11.09
1M L+625
16,637
16,408
16,055
Gantech Acquisition Corp. (Revolver)
862
863
Gantech Acquisition Corp. (Revolver) (7)
1,128
(40
Graffiti Buyer, Inc.
08/10/2027
10.66
227
225
Graffiti Buyer, Inc. (7)
08/10/2023
665
Graffiti Buyer, Inc. (Revolver)
451
446
Graffiti Buyer, Inc. (Revolver) (7)
318
(3
Hancock Roofing and Construction L.L.C.
12/31/2026
Insurance
10.30
160
157
Hancock Roofing and Construction L.L.C. (Revolver) (7)
590
Holdco Sands Intermediate, LLC
11/23/2028
10.17
1,908
Holdco Sands Intermediate, LLC (Revolver) (7)
11/23/2027
3,941
(39
HV Watterson Holdings, LLC
12/17/2026
11.41
280
278
272
HV Watterson Holdings, LLC (7)
2,219
(43
HV Watterson Holdings, LLC - (Revolver)
1,050
1,022
HV Watterson Holdings, LLC - (Revolver)(7)
(5
HW Holdco, LLC
12/10/2024
9.78
3M L+500
11,237
11,140
11,069
HW Holdco, LLC (7)
1,858
(9
HW Holdco, LLC (Revolver) (7)
3,387
(51
Icon Partners III, LP
05/11/2028
Auto Sector
9.32
1,985
1,606
1,395
IDC Infusion Services, Inc.
12/30/2026
3,667
3,568
IDC Infusion Services, Inc. (Revolver) (7)
4,167
(146
IG Investments Holdings, LLC (Revolver) (7)
09/22/2027
477
(7
Imagine Acquisitionco, LLC (7)
11/15/2027
2,341
(47
Imagine Acquisitionco, LLC (Revolver) (7)
1,685
Inception Fertility Ventures, LLC
12/07/2023
11.95
3M L+715
20,403
20,248
19,995
Infinity Home Services Holdco, Inc.
12/28/2028
11.73
3M L+685
517
506
Infinity Home Services Holdco, Inc. - Unfunded Term Loan
12/28/2023
3,230
(65
Infinity Home Services Holdco, Inc.(Revolver)
13.75
95
Infinity Home Services Holdco, Inc.(Revolver) (7)
678
Infolinks Media Buyco, LLC (7)
11/01/2023
2,372
Integrity Marketing Acquisition, LLC
08/27/2025
3M L+605
9,930
9,885
9,831
ITI Holdings, Inc.
03/03/2028
10.58
8,883
8,751
8,705
ITI Holdings, Inc. (Revolver)
942
923
ITI Holdings, Inc. (Revolver) (7)
548
(11
K2 Pure Solutions NoCal, L.P.
12/20/2023
Chemicals, Plastics and Rubber
10,853
10,826
K2 Pure Solutions NoCal, L.P. (Revolver)
12.91
1M L+800
485
K2 Pure Solutions NoCal, L.P. (Revolver) (7)
1,454
Kinetic Purchaser, LLC
11/10/2027
24,219
23,734
23,856
Kinetic Purchaser, LLC (Revolver)
11/10/2026
3,883
3,825
Kinetic Purchaser, LLC (Revolver) (7)
971
(15
Lash OpCo, LLC
02/18/2027
11.84
2,814
2,765
2,757
Lash OpCo, LLC (Revolver)
08/16/2026
1,092
1,070
Lash OpCo, LLC (Revolver) (7)
728
LAV Gear Holdings, Inc.
10/31/2024
2,102
2,083
2,072
(PIK 5.50%)
LAV Gear Holdings, Inc. - Unfunded Term Loan
51
(1
Ledge Lounger, Inc.
11/09/2026
9,131
8,992
8,949
Ledge Lounger, Inc. (Revolver)
966
947
Ledge Lounger, Inc. (Revolver) (7)
(19
Lightspeed Buyer Inc.
02/03/2026
10.34
2,209
2,196
2,154
Lightspeed Buyer Inc. (Revolver) (7)
1,166
(29
Limerick Town Cener, LLC
09/27/2023
Real Estate
12.50
3,000
2,985
2,994
LJ Avalon Holdings, LLC - Unfunded Term Loan
07/31/2024
1,467
LJ Avalon Holdings, LLC (Revolver)(7)
01/31/2030
587
LSF9 Atlantis Holdings, LLC
03/31/2029
Retail
12.15
SOFR+725
5,850
5,641
5,684
Mars Acquisition Holdings Corp.
4,901
4,814
4,852
Mars Acquisition Holdings Corp. (Revolver)(7)
1,209
MBS Holdings, Inc. (Revolver) (7)
04/16/2027
Telecommunications
694
MDI Buyer, Inc.
07/25/2028
10.79
20,236
19,911
19,785
MDI Buyer, Inc. (Revolver)
683
668
MDI Buyer, Inc. (Revolver) (7)
1,544
Meadowlark Acquirer, LLC
12/10/2027
10.41
1,947
1,929
1,927
Meadowlark Acquirer, LLC Term Loan I (7)
1,038
Meadowlark Acquirer, LLC Term Loan II (7)
8,922
Meadowlark Acquirer, LLC (Revolver) (7)
(17
9
Municipal Emergency Services, Inc.
09/28/2027
11.05
1,862
1,845
1,784
Municipal Emergency Services, Inc. (7)
12
Municipal Emergency Services, Inc. - Unfunded Term Loan A
06/16/2023
1,255
(34
Municipal Emergency Services, Inc. - Unfunded Term Loan B
12/16/2024
2,510
(105
Municipal Emergency Services, Inc. (Revolver)
1,081
Municipal Emergency Services, Inc. (Revolver) (7)
752
NBH Group LLC (Revolver) (7)
08/19/2026
1,163
Neptune Flood Incorporated
10/14/2026
Financial Services
10.82
3,117
3,099
One Stop Mailing, LLC
05/07/2027
Cargo Transport
6,972
6,863
6,763
ORL Acquisition, Inc.
09/03/2027
4,431
4,362
4,387
ORL Acquisition, Inc. (Revolver) (7)
597
Ox Two, LLC
05/18/2026
Building Materials
12.41
1M L+725
15,313
15,138
14,853
Ox Two, LLC (Revolver) (7)
2,419
(73
Pequod Merger Sub, Inc. - Term Loan
12/02/2026
11.32
3M L+640
11,532
11,301
Pequod Merger Sub, Inc. - Unfunded Term Loan
2,847
Pequod Merger Sub, Inc. (Revolver) (7)
757
PL Acquisitionco, LLC (Revolver) (7)
11/09/2027
3,236
Pragmatic Institute, LLC
07/06/2028
10.64
35,163
34,685
34,636
Pragmatic Institute, LLC Term Loan (7)
7,193
(36
Pragmatic Institute, LL (Revolver)
959
945
Pragmatic Institute, LL (Revolver) (7)
3,836
(58
Quantic Electronics, LLC
11/19/2026
11.21
1,498
1,487
1,476
Quantic Electronics, LLC - Unfunded Term Loan
584
Quantic Electronics, LLC (Revolver)
423
416
Quantic Electronics, LLC (Revolver) (7)
106
Questex, LLC
09/09/2024
21,488
21,365
21,273
Questex, LLC (Revolver) (7)
3,590
Radius Aerospace, Inc. (Revolver)
03/31/2025
10.78
371
364
Radius Aerospace, Inc. (Revolver) (7)
Rancho Health MSO, Inc. (7)
12/18/2025
10.48
Rancho Health MSO, Inc. - Unfunded Term Loan
761
Rancho Health MSO, Inc. (Revolver) (7)
525
Reception Purchaser, LLC
02/28/2028
Transportation
10.83
SOFR+600
5,940
5,861
5,665
Recteq, LLC (Revolver)
01/29/2026
188
180
Recteq, LLC (Revolver) (7)
939
Research Now Group, Inc. and Dynata, LLC
12/20/2024
10.31
125
Riverpoint Medical, LLC (Revolver) (7)
06/20/2025
Riverside Assessments, LLC
03/10/2025
Education
10.67
12,773
12,612
12,581
Sales Benchmark Index LLC (Revolver) (7)
01/03/2025
732
Sargent & Greenleaf Inc. (Revolver)
12.26
453
445
Sargent & Greenleaf Inc. (Revolver) (7)
154
Schlesinger Global, Inc.
07/14/2025
4,667
4,622
4,562
Schlesinger Global, Inc. (Revolver)
30
(PIK 0.5%)
Schlesinger Global, Inc. (Revolver)(7)
Seaway Buyer, LLC
06/13/2029
10.95
1M L+605
4,776
4,711
4,657
Seaway Buyer, LLC (Revolver)(7)
3,126
(78
Shiftkey, LLC
06/21/2027
17,865
17,710
17,472
Sigma Defense Systems, LLC
13.66
1M L+850
31,273
30,655
30,725
Sigma Defense Systems, LLC (Revolver)
2,232
2,193
Sigma Defense Systems, LLC (Revolver) (7)
744
(13
Signature Systems Holding Company (Revolver) (7)
05/03/2024
2,016
Solutionreach, Inc. (Revolver) (7)
01/17/2024
Communications
1,665
(80
Spendmend Holdings LLC
03/01/2028
10.61
1M L+565
9,656
9,542
9,386
Spendmend Holdings LLC (7)
2,784
(57
Spendmend Holdings LLC - Funded Revolver
3M L+565
561
545
Spendmend Holdings LLC - Unfunded Revolver (7)
841
(24
System Planning and Analysis, Inc. - (Revolver) (f/k/a Management Consulting & Research, LLC)
11.10
3M L+590
836
823
System Planning and Analysis, Inc. - (Revolver) (7) (f/k/a Management Consulting & Research, LLC)
2,089
(31
The Aegis Technologies Group, LLC
10/31/2025
11.55
1,126
1,098
1,104
The Bluebird Group LLC
07/27/2026
3M L+725
4,835
4,757
4,767
The Bluebird Group LLC (Revolver) (7)
734
The Vertex Companies, LLC
08/30/2027
9.96
1,745
1,729
1,709
The Vertex Companies, LLC (7)
The Vertex Companies, LLC (Revolver)
10.01
192
The Vertex Companies, LLC (Revolver) (7)
TVC Enterprises, LLC
03/26/2026
12,597
12,365
12,408
TVC Enterprises, LLC (Revolver) (7)
1,370
(21
TWS Acquisition Corporation
06/16/2025
11.39
1,143
TWS Acquisition Corporation (Revolver) (7)
1,644
Tyto Athene, LLC (Revolver) (7)
04/01/2026
Unique Indoor Comfort, LLC
05/24/2027
Home and Office Furnishings
1M L+525
36,648
36,266
36,428
Unique Indoor Comfort, LLC (7)
6,540
26
Unique Indoor Comfort, LLC (Revolver) (7)
Urology Management Holdings, Inc.
06/15/2026
11.36
3,879
3,805
3,763
Urology Management Holdings, Inc. - Unfunded Term Loan
02/01/2024
7,222
(216
Wildcat Buyerco, Inc.
02/27/2026
10.80
3,815
3,764
3,720
Wildcat Buyerco, Inc. (Revolver)
3M L+585
172
Wildcat Buyerco, Inc. (Revolver) (7)
398
Zips Car Wash, LLC
03/01/2024
12.11
2,611
2,596
2,552
Total First Lien Secured Debt
601,494
589,649
Second Lien Secured Debt—22.4% of Net Assets
10
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)—(Continued)
Ascensus Holdings, Inc.
08/02/2028
11.31
2,698
2,680
Atlas Purchaser, Inc
05/07/2029
14.20
3M L+900
17,000
16,575
13,532
Best Practice Associates LLC
06/29/2027
14.16
17,825
17,532
17,290
Burgess Point Purchaser Corporation
07/28/2030
13.91
8,000
7,967
7,760
ENC Parent Corporation
08/19/2029
12.66
3M L+750
7,500
7,436
6,975
Halo Buyer, Inc.
07/06/2026
13.16
1M L+825
32,500
32,197
31,769
Inventus Power, Inc.
09/29/2024
13.23
3M L+850
16,593
16,436
16,427
QuantiTech LLC
02/04/2027
14.71
3M L+1,000
150
148
149
VT Topco, Inc.
08/17/2026
11.59
3M L+675
15,000
14,938
14,700
Total Second Lien Secured Debt
115,927
111,282
Subordinated Debt/Corporate Notes—10.6% of Net Assets
Express Wash Acquisition Company, LLC
01/15/2029
16.66
3M L+1,150
21,000
20,314
19,572
Flock Financial, LLC
05/26/2027
34,000
33,256
32,980
Total Subordinated Debt/Corporate Notes
53,570
52,552
Preferred Equity/Partnership Interests—2.5% of Net Assets (6)
Ad.net Holdings, Inc. (9)
2,400
240
276
AH Newco Equityholdings, LLC
6.00
211
1,967
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (9)
1,135
1,470
3,562,500
3,563
4,406
Imagine Topco, LP
8.00
743,826
Mars Intermediate Holdings II, Inc (9)
414
498
NXOF Holdings, Inc. (Tyto Athene, LLC)
ORL Holdco, Inc.
575
58
Signature CR Intermediate Holdco, Inc.
12.00
2,347
TPC Holding Company, LP (8),(11)
Food
219
305
TWD Parent Holdings, LLC
35
(The Vertex Companies, LLC)
Total Preferred Equity/Partnership Interests
8,590
12,219
Common Equity/Partnership Interests/Warrants—23.0% of Net Assets (6)
A1 Garage Equity, LLC
2,193,038
2,667
Affinion Group Holdings, Inc. (Warrants)
04/10/2024
77,190
2,126
AG Investco LP (9)
805,164
805
1,206
AG Investco LP (7), (9)
194,836
Altamira Intermediate Company II, Inc.
125,000
110
AMCSI Crash Co-Invest, LP
2,489,777
2,490
3,215
AMCSI Crash Co-Invest, LP (7)
510,223
94
Athletico Holdings, LLC
9,357
10,000
7,566
Atlas Investment Aggregator, LLC (9)
1,700,000
1,700
722
1,312
Burgess Point Holdings, LP
680
717
Connatix Parent, LLC
57,416
632
491
Cowboy Parent LLC
27,778
3,015
4,559
(Blackhawk Industrial Distribution, Inc.)
Crane 1 Acquisition Parent Holdings, L.P.
113
104
145
Delta InvestCo LP
698,889
684
1,562
(Sigma Defense Systems, LLC) (9)
Delta InvestCo LP (7)
442,155
(Sigma Defense Systems, LLC) (7), (9)
ECM Investors, LLC (9)
167,537
37
492
eCommission Holding Corporation (11)
80
1,005
1,542
EDS Topco, LP
937,500
938
Exigo, LLC (9)
1,458,333
1,458
1,584
Express Wash Topco, LLC
658,000
3,290
2,520
FedHC InvestCo LP (9)
14,186
469
1,378
FedHC InvestCo LP (7),(9)
6,384
FedHC InvestCo II LP (9)
2,199
1,979
Five Star Parent Holdings, LLC
655,714
656
Gauge Lash Coinvest LLC
889,376
135
4,074
Gauge Schlesinger Coinvest, LLC
Gauge TVC Coinvest, LLC
810,645
3,543
(TVC Enterprises, LLC)
11
GCOM InvestCo LP (9)
2,434
1,003
487
Go Dawgs Capital III, LP
675,325
675
1,297
(American Insulated Glass, LLC) (9)
Hancock Claims Consultants Investors, LLC (9)
450,000
376
1,600,000
1,600
1,230
Icon Partners V C, L.P.
1,118,318
1,118
1,111
Icon Partners V C, L.P. (7),(9)
381,682
IHS Parent Holdngs, L.P.
1,218,045
1,218
1,237
Infogroup Parent Holdings, Inc.
Other Media
181,495
2,040
3,004
(Data Axle, Inc.)
Ironclad Holdco, LLC
4,566
573
(Applied Technical Services, LLC) (9)
ITC Infusion Co-invest, LP
162,445
1,624
1,189
ITC Rumba, LLC
375,675
4,216
(Cano Health, LLC) (9)
Kentucky Racing Holdco, LLC (Warrants)
161,252
1,433
1,308,814
1,309
1,977
KL Stockton Co-Invest LP
382,353
382
1,087
(Any Hour Services) (9)
Lariat ecoserv Co-Invest Holdings, LLC (9)
363,656
LEP Pequod Holdings, LP
864,865
865
Lightspeed Investment Holdco LLC
273,143
273
LJ Avalon, LP
851,087
851
Lorient Peregrine Investments, LP
335,590
4,530
4,452
Mars Intermidiate Holdings II, Inc. (9)
195
MDI Aggregator, LP
30,993
3,103
3,184
Meadowlark Title, LLC (9)
815,385
802
147
3,920,145
3,984
3,399
NEPRT Parent Holdings, LLC
1,299
1,259
64
(Recteq, LLC) (9)
North Haven Saints Equity Holdings, LP
351,553
352
NXOF Holdings, Inc.
3,261
(Tyto Athene, LLC)
OceanSound Discovery Equity, LP
98,286
961
1,950
(Holdco Sands Intermediate, LLC) (9)
OHCP V BC COI, L.P.
446,250
415
OHCP V BC COI, L.P. (7),(9)
303,750
638
28
PennantPark-TSO Senior Loan Fund II, LP
12,500,409
12,500
11,990
Pink Lily Holdco, LLC (9)
1,044
1,918,047
1,918
1,693
Quad (U.S.) Co-Invest, L.P.
2,958,706
2,959
3,238
QuantiTech InvestCo LP (9)
712
68
362
QuantiTech InvestCo LP (7),(9)
955
QuantiTech InvestCo II LP (9)
40
25
RFMG Parent, LP
1,050,000
(Rancho Health MSO, Inc.)
SBI Holdings Investments LLC
36,585
366
368
(Sales Benchmark Index LLC)
Seaway Topco, LP
2,981
2,840
528
SP L2 Holdings, LLC
881,966
882
539
SSC Dominion Holdings, LLC
1,500
2,041
Class A (US Dominion, Inc.)
3,049
Class B (US Dominion, Inc.)
StellPen Holdings, LLC
153,846
162
(CF512, Inc.)
TAC LifePort Holdings, LLC (9)
254,206
259
Tower Arch Infolinks Media, LP (9)
533,903
513
1,061
Tower Arch Infolinks Media, LP (7), (9)
361,541
TPC Holding Company, LP (8). (11)
11,527
18
608
1
UniVista Insurance (9)
374
482
Urology Partners Co., L.P.
1,111,111
1,122
WCP Ivyrehab QP CF Feeder, LP
3,762,257
3,696
3,620
WCP Ivyrehab QP CF Feeder, LP - Unfunded (7)
237,743
Wildcat Parent, LP
2,314
231
767
(Wildcat Buyerco, Inc.)
Total Common Equity/Partnership Interests/Warrants
97,124
113,870
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies
876,705
Investments in Non-Controlled, Affiliated Portfolio Companies—10.5% of Net Assets (1), (2)
First Lien Secured Debt—1.9% of Net Assets
Walker Edison Furniture Company LLC
03/31/2027
11.52
6,263
Walker Edison Furniture Company, LLC - Unfunded Term Loan
Walker Edison Furniture Company LLC - Junior Revolver
11.02
3,333
9,596
Preferred Equity/Partnership Interests—6.8% of Net Assets(6)
Cascade Environmental Holdings, LLC (9)
5,887,236
32,791
Cascade Environmental Holdings, LLC - Series B
819
834
33,610
33,625
Common Equity/Partnership Interests/Warrants—1.7% of Net Assets (6)
Cascade Environmental Holdings, LLC
7,444,347
2,852
JF Intermediate, LLC
19,687
1,969
Walker Edison Furniture
72,917
6,786
6,617
11,607
8,586
Total Investments in Non-Controlled, Affiliated Portfolio Companies
54,813
Investments in Controlled, Affiliated Portfolio Companies—40.6% of Net Assets (1), (2)
First Lien Secured Debt—9.9% of Net Assets
AKW Holdings Limited (8), (10), (11)
10.89
£
39,722
54,580
49,114
Second Lien Secured Debt—0% of Net Assets
Mailsouth Inc.
04/23/2025
Printing and Publishing
13,847
12,382
Subordinated Debt—19.2% of Net Assets
PennantPark Senior Loan Fund, LLC (11)
07/31/2027
12.83
3M L+800
95,351
Total Subordinated Debt
Common Equity—11.4% of Net Assets (6)
950
132
3,293
MSpark, LLC
51,151
16,516
PennantPark Senior Loan Fund, LLC
54,058,415
54,121
53,374
Total Common Equity
70,769
56,667
Total Investments in Controlled, Affiliated Portfolio Companies
233,082
Total Investments—228.5% of Net Assets
1,164,600
Cash and Cash Equivalents—12.7% of Net Assets
BlackRock Federal FD Institutional 30
46,497
BNY Mellon Cash Reserve and Cash
16,608
16,638
Total Cash and Cash Equivalents
63,105
Total Investments and Cash Equivalents—241.2% of Net Assets
1,227,705
1,195,646
Liabilities in Excess of Other Assets—(141.2%) of Net Assets
(699,931
Net Assets—100.0%
13
CONSOLIDATED SCHEDULE OF INVESTMENTS
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—159.2% of Net Assets (1), (2)
First Lien Secured Debt—100.5% of Net Assets
05/06/2026
444
11.67
48
American Insulated Glass, LLC
12/21/2023
7.79
3,329
3,310
8.15
4,120
4,086
4,038
1,873
6.72
62
870
7.59
1,402
1,388
1,367
1,595
10.25
800
(20
04/28/2023
3,953
3,934
7.56
SOFR+525
5,000
4,904
4,900
8.69
1,175
1,160
1,149
4,043
686
667
2,746
(77
12/02/2022
7.39
10,096
05/13/2028
9.55
39,401
38,644
38,810
1,246
9.30
6,720
6,630
6,619
7.48
853
843
8.92
361
295
01/13/2023
(46
8.40
2,606
2,577
2,580
8.87
194
8,734
7,030
9.17
12,930
12,742
12,736
8.95
764
10.62
19,156
19,019
18,869
7.93
291
277
226
24,875
24,532
24,315
(111
Exigo Intermediate II, LLC (Revolver)
363
1,485
(33
7.00
682
9.37
16,809
16,548
16,305
133
129
(56
892
9.16
372
357
397
Hancock Roofing and Construction L.L.C. (7)
12/31/2022
7.82
1M L+500
270
266
480
1,879
(79
14
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
9.67
281
279
271
(61
9.63
193
10,188
10,077
10,061
(8
7.55
995
727
10.70
3,685
3,576
3,574
(187
(35
10.18
20,506
20,239
20,301
7.83
9,876
8.67
8,927
8,784
8.25
298
292
1,192
11,678
11,629
1,938
24,341
23,807
23,855
4,854
11.78
2,828
2,774
2,771
9.38
568
556
1,252
(25
9.95
2,061
2,036
2,013
9.92
9,177
9,021
9,040
1,933
2,220
2,205
2,148
Lightspeed Buyer Inc. (Revolver)
505
489
661
2,970
6,000
5,772
5,685
806
14,400
14,117
14,112
MDI Buyer, Inc. Term Loan (7)
5,196
2,227
1,320
1,307
703
697
663
7.25
282
1,598
7.10
4,379
4,352
4,423
OIS Management Services, LLC (Revolver) (7)
07/09/2026
333
8.77
7,008
6,889
6,798
4,454
9.81
15,391
15,189
15,083
Ox Two, LLC (Revolver)
1,774
1,739
645
(81
PRA Events, Inc.
08/07/2025
14.17
3M L+1,050
24,907
21,694
(PIK 10.5%)
PRA Events, Inc. (Revolver) (7)
35,340
34,826
34,987
949
679
673
666
9.51
207
317
7.45
21,600
21,436
21,168
(72
8.28
891
877
1,336
9.13
5,970
5,885
5,701
313
302
814
(28
15
8.84
126
8.97
12,906
12,705
12,648
593
11.11
4,689
4,636
4,571
9.09
9.70
4,800
4,730
4,728
9.56
17,955
17,784
17,722
12.17
31,680
31,004
31,047
1,108
Spear Education, LLC
02/26/2025
12,018
11,947
8.63
9,705
9,581
9,433
03/01/2023
187
182
1,215
2,925
4,884
4,796
4,933
8.18
1,754
1,737
8.26
592
12,864
12,626
12,543
8.76
1,137
(26
27,233
26,904
26,634
16,140
(194
(66
3M L+875
25,368
24,881
16,946
3,831
3,771
3,716
574
(41
10.13
2,627
2,608
599,263
588,267
Second Lien Secured Debt—22.2% of Net Assets
11.19
16,551
14,909
12.67
17,506
7,752
7,680
Data Axle, Inc.
04/03/2024
12.92
3M L+925
20,400
20,288
20,196
11.17
7,432
7,125
11.37
32,164
16,387
16,344
12.68
9.87
14,932
14,475
133,160
129,936
Subordinated Debt/Corporate Notes—9.1% of Net Assets
15.31
20,278
20,359
33,190
32,895
53,468
53,254
Preferred Equity/Partnership Interests—1.3% of Net Assets (6)
2,127
1,427
704
484
1,932
33
5,026
7,325
Common Equity/Partnership Interests/Warrants—26.2% of Net Assets (6)
27
1,127
79
16
2,419,200
2,470
580,800
9,516
1,219
690
CI (Allied) Investment Holdings, LLC
120,962
1,651
(PRA Events, Inc.) (9)
689
26,360
2,782
4,011
122
358
1,391
1,288
3,369
478
1,441
2,290
2,253
137
4,208
3,229
783
Green Veracity Holdings, LP - Class A
5,700
(VT Topco, Inc.)
1,387
1,194
388,889
3,270
113,839
1,138
1,199
42,031
JWC-WE Holdings, L.P.
2,688
(Walker Edison Furniture Company LLC) (9)
1,854
643
1,376
373
1,925,990
1,930
1,926
815
897
2,990
1,261
243
979
(44
Oral Surgery (ITC) Holdings, LLC (9)
2,904
63
173
15,038,871
15,039
15,571
550
1,090
359
913
17
4,389
152
232,558
233
296
531,293
511
364,151
U.S. Well Services, Inc. - Class A (5), (11)
Oil and Gas
60,057
3,022
304
454
3,762
616
91,596
153,373
882,513
Investments in Non-Controlled, Affiliated Portfolio Companies—5.9% of Net Assets (1), (2)
Preferred Equity/Partnership Interests—5.6% of Net Assets(6)
Common Equity/Partnership Interests/Warrants—0.3% of Net Assets (6)
4,821
37,612
Investments in Controlled, Affiliated Portfolio Companies—44.3% of Net Assets (1), (2)
First Lien Secured Debt—7.3% of Net Assets
03/13/2024
38,250
52,792
42,698
12,846
12,383
Subordinated Debt—15.0% of Net Assets
88,011
Common Equity—22.0% of Net Assets (6)
3,297
49,298,789
49,362
51,098
RAM Energy Holdings LLC (9)
Energy and Utilities
180,805
162,708
74,282
228,718
128,677
381,904
Total Investments—209.4% of Net Assets
1,302,029
Cash and Cash Equivalents—9.0% of Net Assets
39,122
13,722
13,544
52,844
Total Investments and Cash Equivalents—218.4% of Net Assets
1,354,873
1,278,967
Liabilities in Excess of Other Assets—(118.4%) of Net Assets
(693,402
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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 $82.3 million in investments to a wholly-owned subsidiary of PTSF II in exchange for cash in the amount of $75.7 million and an $6.6 million equity interest in PTSF II representing 23.1% of the total outstanding Class A Units of PTSF II. We recognized $0.2 million of realized gain upon the formation of PTSF II. As of March 31, 2023, our capital commitment of $15.0 million is 100% funded and we hold 23.1% of the total outstanding Class A Units of PTSF II and a 4.99% voting interest in the general partner which manages PTSF II.
We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the Investment Adviser intends to continue to affirm the exclusion on an annual basis, and therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements, in conformity with U.S. generally accepted accounting principles, or GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Changes in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies and any other parameters used in determining these estimates and assumptions could cause actual results to differ from such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions in consolidation. References to the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended, or ASC, serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.
Our Consolidated Financial Statements are prepared in accordance with GAAP, consistent with ASC Topic 946, Financial Services – Investment Companies, and pursuant to the requirements for reporting on Form 10-K/Q and Articles 6, 10 and 12 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X, we have provided a Consolidated Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders’ Equity.
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:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)
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 March 31, 2023, we had one portfolio companies on non-accrual, representing 1.0% and zero percent of our overall portfolio on a cost and fair value basis, respectively. As of September 30, 2022, we had one portfolio company on non-accrual, representing 1.0% and zero percent of our overall portfolio on a cost and fair value basis, respectively.
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 and six months ended March 31, 2023, we recorded a provision for taxes on net investment income of $0.5 million and $2.5 million respectively, which pertains to U.S. federal excise tax. For the three and six months ended March 31, 2022, we recorded a provision for taxes on net investment income of $0.2 million and $0.4 million respectively, all of which pertains to U.S. federal excise tax.
We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold 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 and six months ended March 31, 2023, the Company recognized a provision for taxes of $0.7 million and $0.7 million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the three and six months ended March 31, 2022, the Company recognized a provision for taxes of $5.1 million and $5.1 million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the three and six months ended March 31, 2023, the Company recognized a provision for taxes of zero and $(0.9) million, respectively, on net unrealized gain (loss) on investments by the Taxable Subsidiary. For the three and six months ended March 31, 2022, the Company recognized a provision for taxes of $(5.1) million and zero, respectively, on 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 tax benefit resulting from the use of loss carryforwards to offset such gains. As of March
20
31, 2023 and September 30, 2022, the Company recognized a provision for taxes of $(0.7) million and $7.1 million on net realized and unrealized gains on investments by the Taxable Subsidiary.
During the three and six months ended March 31, 2023, the Company paid zero, respectively, in federal taxes on realized gains on the sale of investments held by the Taxable Subsidiary. During the three and six months ended March 31, 2022, the Company paid $4.0 million in taxes on realized gains on the sale of investments held by the Taxable Subsidiary, resulting in remaining tax liability of $1.1 million as of March 31, 2022, included under accrued other expenses in the consolidated statement of assets and liabilities. 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 $6.9 million as of March 31, 2023 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.
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 March 31, 2023. The FASB approved an (optional) two year extension to December 31, 2024, for transitioning away from LIBOR. 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.
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 has adopted the new accounting standard implementing appropriate controls and procedures, however the impact of the adoption is not expected to be material.
21
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.
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 1.50% of our “average adjusted gross assets,” which equals our gross assets (exclusive of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. In addition, on November 13, 2018, in connection with our board of directors’ approval of the application of the modified asset coverage requirements under the 1940 Act to the Company, our board of directors also approved an amendment to the Investment Management Agreement reducing the Investment Adviser’s annual base management fee from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter-end. This amendment became effective on February 5, 2019 with the amendment and restatement of the Investment Management Agreement on April 12, 2019. The base management fee is calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For the three and six months ended March 31, 2023, the Investment Adviser earned base management fees of $4.0 million and $8.6 million, respectively, from us. For the three and six months ended March 31, 2022, the Investment Adviser earned base management fee of $5.0 million and $10.1 million, respectively, from us.
Incentive Fee
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any credit facility and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero-coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). We pay the Investment Adviser an incentive fee with respect to our Pre- Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1212% in any calendar quarter (8.4848% annualized), and (3) 17.5% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1212% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable.
For the three and six months ended March 31, 2023, the Investment Adviser earned $3.5 million and $5.7 million, respectively, in incentive fees on net investment income from us. For the three and six months ended March 31, 2022, the Investment Adviser earned an incentive fee of zero and $2.7 million, respectively, on net investment income from us.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and, effective January 1, 2018, equals 17.5% of our realized capital gains, (20.0% for periods prior to January 1, 2018), if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For each of the three and six months ended March 31, 2023 and 2022 , the Investment Adviser did not accrue an incentive fee on capital gains as calculated under the Investment Management Agreement (as described above).
Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 17.5% of such amount, less the aggregate amount of actual capital gains related to incentive fees paid in all prior years, if any. If such amount is negative,
22
then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. For each of the three and six months ended March 31, 2023 and 2022 the Investment Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.
(b) Administration Agreement
The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 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 and six months ended March 31, 2023, we reimbursed the Investment Administrator approximately $0.3 million and $0.6 million, respectively, for the services described above. For the three and six months ended March 31, 2022, we reimbursed the Administrator approximately $0.6 million and $0.9 million, respectively, for the services described above.
On July 1, 2022, the Administration Agreement with the Administrator was amended to clarify that the Administrator may be reimbursed by the Company for certain (i) tax and general legal advice and/or services provided to the Company by in-house professionals of the Administrator related to ongoing operations of the Company; and (ii) transactional legal advice and/or services provided to the Company or portfolio companies by in-house professionals of the Administrator or its affiliates on matters related to potential or actual investments and transactions, including tax structuring and/or due diligence.
(c) Other Related Party Transactions
There were no transactions subject to Rule 17a-7 under the 1940 Act during each of the three and six months ended March 31, 2023 and 2022.
For the three and six months ended March 31, 2023, we sold $18.4 million and $18.4 million in investments to PSLF at fair value, respectively, and recognized less than $0.1 million and less than $0.1 million of net realized gains, respectively. For the three and six months ended March 31, 2022, we sold $11.5 million and $59.6 million in investments to PSLF at fair value, respectively, and recognized zero and $0.1 million of net realized gains, respectively.
For the three and six months ended March 31, 2023, we sold zero in investments to PTSF II at fair value, respectively, and recognized zero of net realized gains, respectively. For three and six months ended March 31, 2022, we sold $82.3 million in investments to PTSF II at fair value and recognized $0.2 million of net realized gains.
4. INVESTMENTS
Purchases of investments, including PIK interest, for the three and six months ended March 31, 2023 totaled $59.0 million and $146.3 million, respectively. For the same periods in the prior year, purchases of investments, including PIK interest, totaled $185.7 million and $480.8 million, respectively. Sales and repayments of investments for the three and six months ended March 31, 2023 totaled $114.2 million and $144.8 million, respectively. For the same periods in prior year, sales and repayments of investments totaled $405.5 million and $537.7 million, respectively.
Investments and cash and cash equivalents consisted of the following:
Investment Classification ($ in thousands)
Fair Value
First lien
665,671
648,359
652,055
630,965
Second lien
128,309
145,542
Subordinated debt / corporate notes
53,255
Subordinated notes in PSLF
Equity
167,578
171,593
313,591
273,036
Equity in PSLF
Total investments
Cash and cash equivalents
Total investments and cash and cash equivalents
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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
Other
Total
100
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of March 31, 2023 and September 30, 2022, PSLF had total assets of $793.0 million and $781.3 million, respectively and its investment portfolio consisted of debt investments in 86 and 80 portfolio companies, respectively. As of March 31, 2023, at fair value, the largest investment in a single portfolio company in PSLF was $19.8 million and the five largest investments totaled $97.6 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 March 31, 2023 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 March 31, 2023 and September 30, 2022 our 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 $57.5 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 $325.0 million (increased from $225.0 million on September 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 260 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)
747,561
730,108
Weighted average cost yield on income producing investments
11.3
9.4
Number of portfolio companies in PSLF
86
Largest portfolio company investment at fair value
19,750
19,906
Total of five largest portfolio company investments at fair value
97,638
98,502
Below is a listing of PSLF’s individual investments as of March 31, 2023 ($ in thousands)
Maturity
Basis PointSpread AboveIndex (1)
Par
Fair Value(2)
First Lien Secured Debt - 847.4%
14,726
14,775
Ad.net Acquisition, LLC
5/7/2026
10.84
4,913
4,876
Alpine Acquisition Corp II
11/30/2026
Containers, Packaging and Glass
14,912
14,574
14,316
Altamira Technologies, LLC
7/24/2025
846
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)
6/10/2025
11.30
SOFR+625
14,031
13,919
13,820
5/23/2024
14,761
14,707
14,318
7/21/2027
10.53
9,877
9,870
9,605
7/31/2025
9.46
6,441
6,388
6,408
Apex Service Partners, LLC Term Loan B
3,324
3,303
3,308
Apex Service Partners, LLC - Term Loan C
9.84
7,550
7,512
8,774
8,687
8,598
Arcfield Acquisition Corp.
3/7/2028
11,880
11,681
11,642
7/1/2029
SOFR+575
14,963
14,706
13,167
9/17/2024
9.50
SOFR+500
17,908
17,742
17,505
12/4/2025
9,810
9/26/2029
10.16
898
837
6/14/2028
17,369
17,069
17,195
8/20/2026
2,962
2,940
2,903
Connatix Buyer, Inc.
7/13/2027
10.23
8,855
8,842
8,523
8/31/2027
6,403
6,396
6,307
DRI Holding Inc.
12/21/2028
10.09
4,404
3,914
11/3/2025
14,591
14,532
14,168
Duraco Specialty Tapes LLC
6/30/2024
10.36
8,098
8,002
7,920
5/1/2028
4,535
4,492
ECM Industries, LLC
9.45
2,749
2,682
1/10/2029
6,172
Electro Rent Corporation
1/17/2024
10.27
3,732
3,606
3,632
3/15/2027
9,900
9,778
9,702
6/17/2028
9.91
6M L+475
794
751
756
Global Holdings InterCo LLC
3/16/2026
Banking, Finance, Insurance & Real Estate
11.23
7,305
7,283
6,949
8/10/2027
1,964
1,945
10.39
6,827
6,691
19,817
19,467
19,619
15,179
14,991
14,769
10.15
14,250
14,143
14,036
5/11/2028
2,316
2,008
1,627
17,313
17,090
16,707
IG Investments Holdings, LLC
9/22/2028
4,451
4,372
4,384
Imagine Acquisitionco, LLC
10.37
5,594
5,503
5,426
12/7/2023
11.91
19,837
19,589
19,441
SOFR+675
11,109
10,910
10,886
Infolinks Media Buyco, LLC
11/1/2026
8/27/2025
19,950
19,881
SOFR+800
13,418
13,351
SOFR+603
2,579
2,573
2,543
2/18/2027
1M L+650
19,824
19,642
19,428
2/3/2026
12,282
12,089
11,975
LJ Avalon Holdings, LLC
1/31/2030
11.33
6,350
6,236
6,223
MAG DS Corp.
4/1/2027
10.50
5,540
5,139
5,042
Magenta Buyer, LLC
7/31/2028
Software
9.58
3,804
3,123
5/14/2026
7,884
7,835
7,805
MBS Holdings, Inc.
4/16/2027
7,369
7,295
2,968
2,916
2,938
9/28/2027
4,133
4,076
3,959
NBH Group LLC
8/19/2026
7,467
7,399
Owl Acquisition, LLC
2/4/2028
3,710
Ox Two, LLC (New Issue)
5/18/2026
4,937
4,893
4,789
PL Acquisitionco, LLC
11/9/2027
11.34
8,591
8,459
8,204
PlayPower, Inc.
5/8/2026
2,565
2,485
2,309
3,331
3,278
3,281
0.00
Radius Aerospace, Inc.
3/31/2025
12,730
12,650
12,476
Rancho Health MSO, Inc.
1M L+450
5,154
2/28/2028
4,950
4,885
4,721
Recteq, LLC
1/29/2026
10.98
9,800
9,688
9,408
Research Now Group, LLC and Dynata, LLC
14,504
14,424
10,996
Riverpoint Medical, LLC
6/20/2025
9.86
3,192
3,175
3,144
3/10/2025
9,908
9,846
9,759
Sales Benchmark Index LLC
1/3/2025
6,859
6,797
6,825
Sargent & Greenleaf Inc.
SOFR+300
4,857
4,772
6/13/2029
14,925
14,734
14,552
Signature Systems Holding Company
5/3/2024
11,576
11,531
Solutionreach, Inc.
6M L+675
11,320
11,299
10,777
STV Group Incorporated
12/11/2026
12,099
12,039
12,038
Summit Behavioral Healthcare, LLC
11/24/2028
9.71
3,396
3,465
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)
8/16/2027
10.69
16,047
15,742
15,806
Team Services Group, LLC
696
676
Teneo Holdings LLC
7/18/2025
2,951
2,941
2,911
11.50
11,152
11,065
10,928
7/27/2026
5,446
5,488
5,370
8/30/2027
4,508
4,467
4,414
TPC Canada Parent, Inc. and TPC US Parent, LLC
11/24/2025
9.24
5,508
5,385
5,403
3/26/2026
17,019
16,899
16,763
6/16/2025
7,949
7,924
Tyto Athene, LLC
4/3/2028
10.24
SOFR+550
12,003
11,888
10,887
UBEO, LLC
4/3/2024
4,650
4,639
4,580
5/24/2027
Home and Office Furnishings, Housewares
9,925
9,805
9,865
2/27/2026
11,449
11,378
11,163
3/1/2024
12.14
19,848
19,636
19,401
761,289
Total Investments - 847.4%
Cash and Cash Equivalents - 46.9%
41,361
Total Investments and Cash Equivalents - 894.2%
802,650
788,922
Liabilities in Excess of Other Assets — (794.2)%
(700,700
Members' Equity—100.0%
88,222
Below is a listing of PSLF’s individual investments as of September 30, 2022 ($ in thousands):
Fair Value (2)
First Lien Secured Debt - 864.4%
05/06/26
4,938
11/30/26
9,975
9,785
9,576
07/24/25
10.81
871
864
12/21/23
19,868
06/10/25
14,104
13,968
13,892
05/23/24
15,168
15,084
07/21/27
7.98
9,942
9,934
9,743
07/31/25
6.25
6,569
6,502
6,536
6.55
3,323
3,298
3,307
6.50
7,607
7,608
7,569
12/29/26
8,822
8,725
8,602
03/07/28
8.99
11,940
11,721
11,701
07/01/29
09/17/24
8.57
17,993
17,772
17,596
12/02/22
9,937
05/13/28
17,456
17,131
17,194
08/20/26
2,958
07/13/27
8.42
9,045
9,029
8,819
08/31/27
6,435
6,427
6,339
12/21/28
8.37
2,776
2,526
11/03/25
15,142
15,063
14,658
06/30/24
8.62
8,139
8,008
7,944
05/01/28
4,558
4,489
12/23/25
6.32
2,823
2,761
2,689
03/15/27
9,950
9,817
9,726
06/17/28
7.63
754
740
03/16/26
8.74
7,343
7,313
7,013
08/10/27
1,974
1,939
1,895
12/31/26
6,835
6,733
11/23/28
19,915
19,535
19,516
12/17/26
15,255
15,045
14,721
12/10/24
14,438
14,303
14,257
05/11/28
6.87
2,333
2,001
12/30/26
10.20
17,400
17,154
16,617
09/22/28
4,473
4,388
4,428
11/15/27
6.91
5,636
5,534
5,495
12/07/23
20,000
19,545
19,800
11/01/26
6,428
08/27/25
9.21
19,954
19,866
19,754
12/20/23
10/31/24
2,137
2,129
2,088
02/18/27
19,925
19,708
19,526
02/03/26
12,345
12,119
11,944
04/01/27
5,570
5,128
07/31/28
7.87
3,140
2,946
2,826
05/14/26
7,861
7,880
04/16/27
8.56
7,406
7,326
7,332
12/10/27
2,983
2,926
2,953
09/28/27
4,164
4,102
3,923
08/19/26
7.80
7,505
7,426
OIS Management Services, LLC
07/09/26
5,257
5,210
02/04/28
8.41
3,990
3,874
3,890
05/18/26
8.32
4,962
4,911
4,863
11/09/27
9.62
8,634
8,489
8,419
05/08/26
2,487
11/19/26
3,403
3,342
3,335
143
03/31/25
12,757
12,657
12,566
12/18/25
7.75
5,180
02/28/28
4,751
01/29/26
9,850
9,718
9,505
12/20/24
14,542
14,440
13,070
06/20/25
7.74
3,172
3,112
03/10/25
9,949
9,872
9,750
01/03/25
6,779
6,791
7.15
5,082
5,031
06/13/29
7.90
14,794
05/03/24
11,951
11,879
11,861
01/17/24
11,386
11,352
11,113
12/11/26
12,031
11,978
8.73
16,128
15,785
15,870
7.73
3,474
3,435
3,271
11,208
11,102
11,096
5,502
5,549
5,557
4,531
4,485
4,509
7.78
5,536
5,392
17,381
17,244
7,917
7,910
7.76
12,064
11,938
8.17
4,674
4,604
9,840
9,755
11,506
11,420
11,110
19,998
19,673
19,498
738,219
Total Investments - 864.4%
Cash and Cash Equivalents - 50.9%
42,966
Total Investments and Cash Equivalents - 915.3%
781,185
773,074
Liabilities in Excess of Other Assets — (815.3)%
(688,612
84,462
Below are the consolidated statements of assets and liabilities for PSLF ($ in thousands):
(Unaudited)
Investments at fair value (cost—$761,289 and $738,219, respectively)
Cash and cash equivalents (cost—$41,361 and $42,966, respectively)
3,870
2,997
1,089
1,373
793,008
781,287
Credit facility payable
284,600
257,600
2034 Asset-backed debt, net (par—$246,000)
244,089
243,896
Notes payable to members
157,605
145,472
37,658
Interest payable on credit facility and asset backed debt
8,019
4,676
Distribution payable to Members
6,500
Interest payable on notes to members
2,703
604
820
704,786
696,825
Commitments and contingencies (1)
Members' equity
Total liabilities and members' equity
———————————
Below are the consolidated statements of operations for PSLF ($ in thousands):
21,223
7,698
40,068
15,268
39
848
142
21,974
7,737
40,916
15,410
Interest expense on credit facility and asset-backed debt
8,874
2,046
16,689
3,654
Interest expense on notes to members
5,003
2,430
4,869
Administrative services expenses
493
293
1,220
586
177
112
224
14,547
4,881
27,926
9,333
7,427
2,856
12,990
6,077
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments
387
386
(1,695
(1,233
(5,617
(727
Net realized and unrealized gain (loss) from investments
(1,641
(846
(5,596
(341
Net increase (decrease) in members' equity resulting from operations
5,786
2,010
7,394
5,736
(*) 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
29
the fair value of an investment, it may independently value such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. In accordance with ASC 820, we do not categorize any investments for which fair value is measured using the net asset value per share within the fair value hierarchy.
The remainder of our investment portfolio and our long-term Truist Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities, 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 March 31, 2023
Valuation Technique
Unobservable Input
Range of Input(Weighted Average) (1)
40,797
Market Comparable
Broker/Dealer bids or quotes
N/A
604,393
Market yield
7% - 18.4% (10.6%)
Enterprise Market Value
EBITDA multiple
3.5x
9,655
101,627
12.4% - 19.9% (14.5%)
147,903
12.8% - 18.4% (13.7%)
155,387
0.3x - 19.8x (10.7x)
DLOM(2)
25.3%
Total Level 3 investments
1,067,147
Debt Category ($ in thousands)
Truist Credit Facility
3.1%
Fair value at September 30, 2022
44,530
569,488
7.0% – 20.2% (10.8%)
14.0x
108,336
13.3% – 17.0% (14.4%)
6.0x
141,265
10.8x – 17.2x (12.3x)
215,131
3.3x – 21.4x (9.1x)
11.8
1,159,327
2.4%
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 March 31, 2023
Description ($ in thousands)
Level 1
Level 2
Level 3
Measured at Net Asset Value (1)
Debt investments
907,544
Equity investments
224,967
159,603
65,364
2026 Notes(2)
2026 Notes-2(2)
Total debt
671,286
309,018
(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.
Fair Value at September 30, 2022
902,165
324,136
257,162
66,670
52,970
SBA Debentures (2)
2026 Notes (2)
2026-2 Notes (2)
704,513
308,140
396,373
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy.
We elected not to apply ASC 825-10 to the SBA debentures 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):
Six Months Ended March 31, 2023
Totals
Beginning Balance
Net realized (loss) gain
(11,792
(128,201
(139,993
Net change in unrealized appreciation
1,554
42,893
44,447
Purchases, PIK interest, net discount accretion and non-cash exchanges
126,528
19,893
146,421
Sales, repayments and non-cash exchanges
(110,911
(32,144
(143,055
Transfers in/out of Level 3
Ending Balance
Net change in unrealized appreciation reported within the net change in unrealized appreciation on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date
(2,814
(42,728
(45,542
Six Months Ended March 31, 2022
850,593
360,428
1,211,021
116,163
116,584
(14,269
(89,480
(103,749
441,570
29,813
471,383
(366,418
(175,067
(541,485
911,897
241,857
1,153,754
(12,650
(90,848
(103,498
The table below shows a reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (Level 3):
Six months ended March 31,
Long-Term Credit Facility
Beginning Balance (cost – $385,920 and $316,545, respectively)
314,813
Net change in unrealized appreciation (depreciation) included in earnings
Borrowings (1)
Repayments (1)
Transfers in and/or out of Level 3
Ending Balance (cost – $377,420 and $217,920, respectively)
215,899
Temporary draws outstanding, at cost
31
As of March 31, 2023, we had outstanding non-U.S. dollar borrowings on our Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below ($ in thousands):
Foreign Currency
Amount Borrowed
Borrowing Cost
Current Value
Reset Date
Change in Fair Value
British Pound
36,000
49,420
44,512
June 30, 2023
(4,908
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):
40,187
December 31, 2022
(9,233
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 during the three and six months ended March 31, 2023 and 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 us 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 did not elect to apply ASC 825-10 to any other financial assets or liabilities, including the 2024 Notes, the 2026 Notes, 2026 Notes-2, and the SBA debentures.
For the three and six months ended March 31, 2023, the Truist Credit Facility had a net change in unrealized depreciation of $1.5 million and $5.9 million, respectively. For the three and six months ended March 31, 2022, the Truist Credit Facility had a net change in unrealized depreciation of $1.3 million and $0.3 million, respectively. As of March 31, 2023 and September 30, 2022, the net unrealized depreciation on the Truist Credit Facility totaled $15.2 million and $9.2 million, respectively. We use an independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments.
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of 5% or more of its voting securities. A portfolio company is generally presumed to be a non-controlled affiliate when we own at least 5% but 25% or less of its voting securities and a controlled affiliate when we own more than 25% of its voting securities. Transactions related to our funded investments with both controlled and non-controlled affiliates for the six months ended March 31, 2023 were as follows ($ in thousands):
Name of Investment
Fair Value atSeptember 30, 2022
GrossAdditions(1)
GrossReductions
Net Change inAppreciation /(Depreciation)
InterestIncome
PIKIncome
Dividend Income
Net RealizedGains(Losses)
Controlled Affiliates
AKW Holdings Limited
45,995
4,623
52,407
662
PennantPark Senior Loan Fund, LLC (3)
139,109
12,100
(2,484
148,725
5,844
RAM Energy LLC
(162,708
88,426
Total Controlled Affiliates
13,889
90,565
Non-Controlled Affiliates
MidOcean JF Holdings Corp.
Walker Edison Furniture Company LLC (2)
16,382
(169
16,213
Total Non-Controlled Affiliates
17,201
(154
Total Controlled and Non-Controlled Affiliates
294,146
31,090
252,939
6,587
32
7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of basic and diluted per share net increase in net assets resulting from operations ($ in thousands, except per share data):
Numerator for net increase (decrease) in net assets resulting from operations
Denominator for basic and diluted weighted average shares
65,224,500
66,747,256
66,897,817
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 March 31, 2023 and September 30, 2022, cash and cash equivalents consisted of money market funds in the amounts of $63.1 million and $52.7 million at fair value, respectively.
9. FINANCIAL HIGHLIGHTS
Below are the financial highlights ($ in thousands, except share and per share data):
Per Share Data:
Net asset value, beginning of period
9.85
Net investment income (1)
Net change in realized and unrealized (loss) gain (1)
(1.44
Net increase (decrease) in net assets resulting from operations (1)
Distributions to stockholders (1), (2)
(0.35
(0.26
Repurchase of common stock (1)
0.03
Net asset value, end of period
10.05
Per share market value, end of period
5.28
Total return* (3)
2.96
24.09
Shares outstanding at end of period
66,131,651
Ratios** / Supplemental Data:
Ratio of operating expenses to average net assets (4)
7.11
4.55
Ratio of debt related expenses to average net assets (5)
4.03
Ratio of total expenses to average net assets (5)
14.66
8.58
Ratio of net investment income to average net assets (5)
7.30
Net assets at end of period
Weighted average debt outstanding(6)
700,434
558,399
Weighted average debt per share (1)(6)
10.74
Asset coverage per unit (7)
1,697
2,271
Portfolio turnover rate*
35.66
* Not annualized for periods less than one year.
** Annualized for periods less than one year.
10. DEBT
The annualized weighted average cost of debt for the six months ended March 31, 2023 and 2022, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility and amortized upfront fees on 2026 Notes and 2026 Notes-2, was 5.8% and 4.8%, respectively. As of March 31, 2023, 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.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Secti377.4on 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the Small Business Credit Availability Act, or SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to compliance with certain disclosure requirements. As of March 31, 2023 and September 30, 2022, our asset coverage ratio, as computed in accordance with the 1940 Act, was 170% and 186%, respectively.
As of March 31, 2023, 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 March 31, 2023 and September 30, 2022, we had $377.4 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 7.1% and 5.3%, respectively, exclusive of the fee on undrawn commitment, as of March 31, 2023 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 (or an alternative risk-free floating interest rate index). As of March 31, 2023 and September 30, 2022, we had $122.6 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 March 31, 2023, we were in compliance with the terms of the Truist Credit Facility.
SBA Debentures
SBIC II is able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to customary regulatory requirements including an examination by the SBA. We have funded SBIC II with $75.0 million of equity capital and it had SBA debentures outstanding of zero and $20.0 million as of March 31, 2023 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 March 31, 2023 and September 30, 2022, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During the three and six months ended March 31, 2023, $20.0 million and $20.0 million of SBA debentures were repaid, respectively. During the three and six months ended March 31, 2022, $36.0 million and $36.0 million in SBA debentures were repaid, resectively. 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. As of March 31, 2023 and September 30, 2022, the unamortized fees on the SBA debentures was zero and $0.3 million, respectively. We repaid the remaining $20.0 million SBA debentures during the three months ended March 31, 2022.
Our fixed-rate SBA debentures were as follows ($ in thousands):
Issuance Dates
Fixed All-in Coupon Rate (1)
As of September 30, 2022Principal Balance
September 20, 2017
September 1, 2027
2.9
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 its financial statements that are prepared on a basis of accounting other than GAAP (for example, fair value, as defined under ASC 820, is not required to be used for assets or liabilities for such compliance reporting).
2024 Notes
As of March 31, 2023 and September 30, 2022, we had zero in aggregate principal amount of 2024 Notes outstanding, respectively. The 2024 Notes were redeemed on November 13, 2021 at a redemption price of $25.00 per 2024 Note, plus accrued and unpaid interest to November 13, 2021, pursuant to the indenture governing the 2024 Notes. Interest on the 2024 Notes was paid quarterly at a rate of 5.5% per year.
2026 Notes
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
34
2026 Notes-2
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.436%. Interest on the 2026 Notes-2 is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
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 March 31, 2023 and September 30, 2022, we had $182.0 million and $169.2 million, respectively, in commitments to fund investments. For the same periods, there were no letters of credit issued.
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. In accordance with Rule 4-08(g) of Regulation S-X, which requires summarized financial information to be included in the notes to the Company’s financial statements, please refer to Note 4 to review the Statement of Assets and Liabilities as well as the Statement of Operations for PennantPark Senior Loan Fund, LLC. PennantPark Senior Loan Fund, LLC did not meet the significance threshold under Rule 3-09 which requires separate audited financial statements. Our investment in RAM Energy Holdings, LLC was releaized on February 8, 2023.
13. STOCK 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 program expired on March 31, 2023. During the three months ended March 31, 2023, we did not make any repurchases of our common shares. During the three months ended March 31, 2022, we repurchased 913,454 shares of common stock in open market transactions for an aggregate cost (including transaction costs) of $7.1 million.
14. SUBSEQUENT EVENTS
On April 18, 2023, Dominion Voting Systems ("Dominion") and Fox News Network ("Fox News") agreed to settle the defamation lawsuit filed by Dominion against Fox News. As part of the settlement Fox News agreed to pay Dominion $787.5 million. Dominion is a portfolio company of PNNT, which holds a minority equity interest in the company. While Dominion may retian some of the settlment proceeds for corporate purposes, the company communicated its intention to distribute a substantial portion of the proceeds, net of estimated taxes and expenses, to its equity holders and PNNT's portion is estimated to be approximately $12 million. The timing and amount of any distribution is uncertain and subject to change.
Guy Talarico resigned as the Company's Chief Compliance Officer, effective as of the close of business on May 9, 2023. Mr. Talarico's resignation is not a result of any disagreement with the Compnay's operations, policies, practices or accounting matters. On May 9, 20023, the Company's Board of Directors appointed Frank Galea as Chief Compliance Officer of the Company, effective as of the close of business on May 9, 2023.
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 StatementsWe 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 March 31, 2023, the related consolidated statements of operations and changes in net assets for the three-month and six-month periods ended March 31, 2023 and 2022, and cash flows for the six-month periods ended March 31, 2023 and 2022, 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 ResultsThese 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
May 11, 2023
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 March 31, 2023 and 2022, as indicated in our report dated May 11, 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 March 31, 2023, 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.
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.
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:
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 March 31, 2023, our portfolio totaled $1,132.5 million, which consisted of $648.4 million of first lien secured debt, $111.3 million of second lien secured debt, $147.9 million of subordinated debt (including $95.4 million in PSLF) and $224.9 million of preferred and common equity (including $53.4 million in PSLF). Our debt portfolio consisted of 96% variable-rate investments and 4% fixed-rate investments. As of March 31, 2023, we had one portfolio companies on non-accrual, representing 1.0% and zero of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $32.1 million as of March 31, 2023. Our overall portfolio consisted of 135 companies with an average investment size of $8.4 million, had a weighted average yield on interest bearing debt investments of 12.1% and was invested 57% in first lien secured debt, 10% in second lien secured debt, 13% in subordinated debt (including 8% in PSLF) and 20% in preferred and common equity (including 5% in PSLF). As of March 31, 2023, 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 March 31, 2023, we invested $58.3 million in six new and 34 existing portfolio companies with a weighted average yield on debt investments of 11.8%. Sales and repayments of investments for the three months ended March 31, 2023 totaled $114.2 million. For the six months ended March 31, 2023, we invested $144.8 million in 12 new and 64 existing portfolio companies with a weighted average yield on debt investments of 11.5%. Sales and repayment for the six months ended March 31, 2023 of investments for the totaled $136.8 million.
For the three months ended March 31, 2022, we invested $178.0 million in eight new and 29 existing portfolio companies with a weighted average yield on debt investments of 7.2%. Sales and repayments of investments for the three months ended March 31, 2022 totaled $405.5 million. For the six months ended March 31, 2022, we invested $473.1 million in 24 new and 59 existing portfolio companies with a weighted average yield on debt investments of 7.8% Sales and repayment of investments for the six months ended March 31, 2022 totaled $537.7 million.
As of March 31, 2023, PSLF’s portfolio totaled $747.6 million, consisted of 86 companies with an average investment size of $8.7 million and had a weighted average yield on debt investments of 11.3 %.
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 March 31, 2023, PSLF invested $38.5 million (of which $18.4 million were purchased from the Company) in one new and one existing portfolio companies with a weighted average yield on debt investments of 11.6%. PSLF’s sales and repayments of investments for the same period totaled $24.9 million. For the six months ended March 31, 2023, PSLF invested $55.3 (of which $18.4 million was purchased from the Company) in eight new and five existing portfolio companies with a weighted average yield on debt investments of 11.5%. PSLF's sales and repayments of investments for the same period totaled $33.9 million.
For the three months ended March 31, 2022, PSLF invested $27.4 million (of which $11.5 million was purchased from the Company) in six 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 $2.3 million. For the six months ended March 31, 2022, PSLF invested $78.1 million (of which $59.6 million was purchased from the Company) in 15 new and two existing portfolio companies with a weighted average yield on debt investment of 7.5%. PSLF's sales and repayments of investments for the same period totaled $37.9 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions, including the credit worthiness of our portfolio companies. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to ASC serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements. 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 six 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 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.
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.
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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 and six months ended March 31, 2023 and 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 and six months ended March 31, 2023, the Truist Credit Facility had a net change in unrealized depreciation of $1.5 million and $5.9 million, respectively. For the three and six months ended March 31, 2022, our Truist Credit Facility had a net change in unrealized depreciation of $1.3 million and $0.3 million, respectively. As of March 31, 2023 and September 30, 2022, the net unrealized depreciation on the Truist Credit Facility totaled $15.2 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
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 and six months ended March 31, 2023, we recorded a provision for taxes on net investment income of $0.5 million and $2.5 million respectively, pertaining to federal excise tax. For the three and six months ended March 31, 2022, we recorded a provision for taxes on net investment income of $0.2 million and $0.4 million respectively, all of which pertains to U.S. 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 and six months ended March 31, 2023, the Company recognized a provision for taxes of $0.7 million and $0.7 million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the three and six months ended March 31, 2022, the Company recognized a provision for taxes of $5.1 million and $5.1 million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the three and six months ended March 31, 2023, the Company recognized a provision for taxes of zero and $(0.9) million, respectively, on net unrealized gain (loss) on investments by the Taxable Subsidiary. For the three and six months ended March 31, 2022, the
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Company recognized a provision for taxes of $(5.1) million and zero, respectively, on 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 tax benefit resulting from the use of loss carryforwards to offset such gains. As of March 31, 2023 and September 30, 2022, the Company recognized a provision for taxes of $(0.7) million and $7.1 million on net realized and unrealized gains on investments by the Taxable Subsidiary.
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 and six months ended March 31, 2023 and 2022.
Investment Income
For the three and six months ended March 31, 2023, investment income was $36.3 million and $66.3 million, respectively, which was attributable to $26.8 million and $48.6 million from first lien secured debt, $3.7 million and $7.4 from second lien secured debt, $2.2 million and $1.1 from subordinated debt and $4.8 million from preferred and common equity, respectively. For the three and six months ended March 31, 2022, investment income was $24.3 million and $52.7 million, respectively, which was attributable to $14.5 million and $34.6 million from first lien secured debt, $6.3 million and $10.8 million from second lien secured debt, $0.4 million and $2.3 million from subordinated debt and $3.1 million and $4.9 million from preferred and common equity, respectively. The increase in investment income was primarily due to the increase in the cost yield of our debt portfolio compared to the same period in the prior year.
For the three and six months ended March 31, 2023, expenses totaled $19.7 million and $39.3 million, respectively and were comprised of; $10.6 million and $20.3 million of debt related interest and expenses, $4.0 million and $8.6 million of base management fees, $3.5 million and $5.7 million of incentive fees, $1.1 million and $2.2 million of general and administrative expenses and $0.5 million and $2.5 million of provision for excise taxes. For the three and six months ended March 31, 2022, expenses totaled $12.7 million and $28.5 million, respectively, and were comprised of $6.5 million and $13.4 million of debt related interest and expenses, $5.0 million and $10.1 million of base management fees, zero and $2.7 million of performance based incentive fees, $1.0 million and $1.9 million of general and administrative expenses and $0.2 million and $0.4 million of provision for excise taxes, respectively. The increase in expenses was primarily due to the increased financing costs of our liabilities debt compared to the same period in the prior year.
Net Investment Income
For the three and six months ended March 31, 2023, net investment income totaled $16.6 million, and $27.0 million, or $0.26 per share, and $0.41 per share, respectively. For the three and six months ended March 31, 2022, net investment income totaled $11.7 million, and $24.2 million, or $0.18 per share and $0.36 per share. The increase in net investment income was primarily due to an increase in investment income partially offset by an increase in expenses compared to the same period in the prior year.
Net Realized Gains or Losses on Investments and Debt
For the three and six months ended March 31, 2023, net realized gains (losses) totaled $(148.7) million and $(144.7) million, respectively. For the three and six months ended March 31, 2022 net realized gains (losses) totaled $136.6 million and $108.9 million, respectively. The change in realized gains or losses was primarily due to changes in the market conditions of our investments and the values at which they were realized compared to the same periods in the prior year.
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Unrealized Appreciation or Depreciation on Investments and Debt
For the three and six months ended March 31, 2023, we reported net change in unrealized appreciation (depreciatoin) on investments of $135.4 million and $43.8 million, respectively. For the three and six months ended March 31, 2022, we reported net change in unrealized appreciation (depreciation) on investments of $(151.5) million and $(104.7) million, respectively. As of March 31, 2023 and September 30, 2022, our net unrealized appreciation (depreciation) on investments totaled $(32.1) million and $(75.7) million, respectively. The net change in unrealized appreciation or depreciation on our investments compared to the same period in the prior year was primarily due to the operating performance of the portfolio companies within the portfolio and changes in the capital market conditions of our investments.
For the three and six months ended March 31, 2023, our credit facility with Truist (the "Credit Facility") had a net change in unrealized (appreciation) depreciation of $1.5 million and $5.9 million, respectively. For the three and six months ended March 31, 2022, the Credit Facility had a net change in unrealized (appreciation) depreciation of $1.3 million and $0.3 million, respectively. As of March 31, 2023 and September 30, 2022, the net unrealized (appreciation) depreciation on the Credit Facility totaled $15.2 million and $9.2 million, respectively. The net change in unrealized appreciation or 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 and six months ended March 31, 2023, net increase (decrease) in net assets resulting from operations totaled $4.9 million, and $(67.0) million, or $0.07 per share, and $(1.03) per share, respectively. For the three and six months ended March 31, 2022, net increase (decrease) in net assets resulting from operations totaled $3.2 million and $28.7 million, or $0.05 and $0.43 per share. The increase or decrease from operations compared to the same periods in the prior year was primarily due to an increase in realized loss.
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 March 31, 2023, 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 March 31, 2023 and September 30, 2022, our asset coverage ratio, as computed in accordance with the 1940 Act was 170% and 186%, respectively.
For the six months ended March 31, 2023 and 2022, the annualized weighted average cost of debt inclusive of the fee on the undrawn commitment and amendment costs on the Credit Facility, was 5.8% and 4.8%, respectively.
As of March 31, 2023, we had the multi-currency 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 March 31, 2023 and September 30, 2022, we had $377.4 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 7.1% and 5.3%, respectively, exclusive of the fee on undrawn commitments, as of March 31, 2023 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 March 31, 2023 and September 30, 2022, we had $122.6 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 March 31, 2023, we were in compliance with the terms of the Truist Credit Facility.
On November 13, 2021, the 2024 Notes were redeemed at a redemption price of $25.00 per 2024 Note, plus accrued and unpaid interest to November 13, 2021, pursuant to the indenture governing the 2024 Notes. Accordingly, as of March 31, 2023 and September 30, 2022, we had zero in aggregate principal amount of 2024 Notes outstanding, respectively. Interest on the 2024 Notes was paid quarterly on January 15, April 15, July 15 and October 15, at a rate of 5.5% per year.
As of March 31, 2023, we had $150.0 million in aggregate principal amount of 2026 Notes outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026, and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
As of March 31, 2023, we had $165.0 million in aggregate principal amount of 2026 Notes-2 outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.0% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026, and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes-2 are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
We may raise additional equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, by securitizing a portion of our investments, among other sources. Any future additional debt capital we incur, to the extent it is available, may be issued at a higher cost and on less favorable terms and conditions than the Truist Credit Facility, 2026 Notes, 2026 Notes-2 and SBA debentures. Furthermore, the Truist Credit Facility availability depends on various
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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. 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.
As of both March 31, 2023 and September 30, 2022, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During the three and six months ended March 31, 2023, there were $20.0 million and $20.0 million of SBA debentures were repaid, respectively. During the three and six months ended March 31, 2022, there was $36.0 million and $36.0 million in SBA debentures were repaid, 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. As of March 31, 2023 and September 30, 2022, the unamortized fees on the SBA debentures was zero and $0.3 million, respectively. We repaid the remaining $20.0 million SBA debentures during the three months ended March 31, 2023.
Our fixed-rate SBA debentures were as follows:
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 March 31, 2023, 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 March 31, 2023 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 March 31, 2023 and September 30, 2022, we had cash and cash equivalents of $63.1 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 six months ended March 31, 2023, our operating activities provided cash of $59.3 million and our financing activities used cash of $49.0 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 six months ended March 31, 2022, our operating activities provided cash of $89.8 million, and our financing activities used cash of $83.9 million. Our operating activities provided cash primarily from proceeds from our investment activities and our financing activities used cash primarily due to fund under the Truist Credit Facility.
46
47
Below is a listing of PSLF’s individual investments as of March 31, 2023 ($ in thousands):
49
Below are the consolidated statements of assets and liabilities for PSLF,($ in thousands):
Below are the consolidated statements of operations for PSLF, ($ in thousands):
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 and six months ended March 31, 2023, we declared distributions of $0.185 and $0.35 per share, for total distributions of $12.1 million and $22.8 million, respectively. For the same periods in the prior year, we declared distributions of $0.14 and $0.26 per share, for total distributions of $9.4 million and $17.4 million, respectively. 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
Share Repurchase Program
Recent Developments
52
We are subject to financial market risks, including changes in interest rates. As of March 31, 2023, our debt portfolio consisted of 96% variable-rate investments and 4% fixed rate investments. The variable-rate loans are usually based on a SOFR (or an alternative risk-free floating interest rate index) rate and typically have durations of three months after which they reset to current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor. In regards to variable-rate instruments with a floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. In contrast, our cost of funds, to the extent it is not fixed, will fluctuate with changes in interest rates since it has no floor.
Assuming that the most recent Consolidated Statements of Assets and Liabilities was to remain constant, and no actions were taken to alter the interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:
Change in Interest Rates
Change in Interest Income, Net of Interest Expense (in thousands)
Change in Interest Income, Net of Interest Expense Per Share
Down 1%
(5,196
(0.08
Up 1%
0.08
Up 2%
10,391
0.16
Up 3%
15,587
0.24
Up 4%
20,808
0.32
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets on the Consolidated Statements of Assets and Liabilities and other business developments that could affect net increase in net assets resulting from operations, or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.
Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income or net assets.
We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or our Truist Credit Facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities or foreign currency derivatives hedging activities.
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 steps have 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 March 31, 2023 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 March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
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.
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.
We, the Adviser, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
Our cash and our Adviser’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Adviser and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we, our Adviser, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Adviser’s and our portfolio companies’ business, financial condition, results of operations, or prospects.
Although we and our Adviser assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Adviser or our portfolio companies, the financial institutions with which we, our Adviser or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Adviser or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Adviser, or our portfolio companies to acquire financing on acceptable terms or at all.
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.
No unregistered securities were sold in the quarter ended March 31, 2023.
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
7.72
17,944
April 1, 2022 through June 30, 2022
717,709
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
January 1, 2023 through March 31, 2023
7.28
—————————
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. The program expired on March 31, 2023 and we purchased $1.8 million shares of our common stock in open market transaction while the program was in effect for an aggregate cost (including transaction costs) of $13.2 million.
None.
Not applicable.
Unless specifically indicated otherwise, the following exhibits are incorporated by reference to exhibits previously filed with the SEC:
3.1
Articles of Incorporation (Incorporated by reference to Exhibit 99(a) to the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2/A (File No. 333-140092), filed on April 5, 2007).
3.2
Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 814-00736), filed on May 11, 2020).
4.1
Form of Share Certificate (Incorporated by reference to Exhibit 99(d)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
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
Privacy Policy of the Registrant (Incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736), filed on November 16, 2011).
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
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
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.
Date: May 11, 2023
By:
/s/ Arthur H. Penn
Arthur H. Penn
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Richard T. Allorto, Jr.
Richard T. Allorto, Jr.
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)