UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
FOR THE QUARTER ENDED MARCH 31, 2008
OR
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00736
PENNANTPARK INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
590 Madison Avenue, 15th Floor
New York, N.Y.
(212)-905-1000
(Registrant’s Telephone Number, Including Area Code)
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 x No ¨.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
The number of shares of the issuer’s common stock, $0.001 par value, outstanding as of May 5, 2008 was 21,068,772.
TABLE OF CONTENTS
Item 1. Financial Statements
Statement of Assets and Liabilities as of March 31, 2008 (unaudited) and September 30, 2007
Statement of Operations (unaudited) for the three and six months ended March 31, 2008 and for the period January 11, 2007 (inception) through March 31, 2007
Statement of Changes in Net Assets for the six months ended March 31, 2008 (unaudited) and for the period January 11, 2007 (inception) through September 30, 2007)
Statement of Cash Flows (unaudited) for the six months ended March 31, 2008 and for the period January 11, 2007 (inception) through March 31, 2007
Schedule of Investments as of March 31, 2008 (unaudited) and September 30, 2007
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Overview
Investments
Revenues
Expenses
Portfolio and Investment Activity
Critical Accounting Policies
Results of Operations
Liquidity and Capital Resources
Contractual Obligations
Off-Balance Sheet Arrangements
Distributions
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
PART I—FINANCIAL INFORMATION
We are filing this Report in compliance with Rule 13a-13 promulgated by the SEC. In this Report, “PennantPark Investment”, “we”, “our” and “us” refer to PennantPark Investment Corporation unless the context otherwise requires.
1
STATEMENTS OF ASSETS AND LIABILITIES
Assets
Investments, at fair value (cost—$413,632,567 and $314,881,870 respectively)1
Cash equivalents (cost—$81,249,903 and $258,016,351 respectively)
Interest receivable
Prepaid expenses and other assets
Total assets
Liabilities
Payable for cash equivalents purchased
Payable for investments purchased
Unfunded investments
Credit facility payable
Interest payable
Accrued other expenses
Total liabilities
Net Assets
Common stock, par value $.001 per share, 100,000,000 shares authorized and 21,068,772 shares issued and outstanding
Paid-in capital in excess of par
Distributions in excess of net investment income
Accumulated net realized loss
Net unrealized depreciation on investments and cash equivalents
Total net assets
Total liabilities and net assets
Net asset value per share
None of our portfolio companies are controlled by, or affiliated with, PennantPark Investment Corporation as defined by the Investment Company Act of 1940, as amended.
SEE NOTES TO FINANCIAL STATEMENTS
2
STATEMENT OF OPERATIONS
(Unaudited)
Investment income:
Interest
Other
Total investment income
Expenses:
Base management fee
Performance-based incentive fee (see note 3)
Interest and other credit facility expenses
Administrative services expenses
Professional fees
Directors’ fees
Organizational expenses
Insurance
Other general and administrative expenses
Expenses before base management fee waiver
Base management fee waiver
Net expenses
Net investment income (loss)
Realized and unrealized loss on investments and cash equivalents:
Net realized loss on investments and cash equivalents
Change in net unrealized depreciation on investments and cash equivalents
Net realized and unrealized loss from investments and cash equivalents
Net decrease in net assets resulting from operations
Loss per common share (see note 6)
3
STATEMENT OF CHANGES IN NET ASSETS
Decrease in net assets from operations:
Net investment income
Net change in unrealized depreciation on investments and cash equivalents
Dividends and distributions to Stockholders:
Dividends from net investment income
Return of capital
Total dividends and distributions
Capital share transactions:
Issuance of shares of common stock
Offering costs related to public share offerings
Reinvestment of dividends
Net increase in net assets resulting from capital share transactions
Total increase (decrease) in net assets
Net Assets:
Beginning of period
End of period
Capital Share Activity:
Shares issued from subscriptions
Shares issued from reinvestment of dividend
Total increase in capital shares
4
STATEMENT OF CASH FLOWS
(UNAUDITED)
Cash flows from operating activities:
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used by operating activities:
Net realized loss (gain) on investments and cash equivalents
Net accretion of discount and amortization of premium
Purchase of investments
Payment-in-kind interest
Proceeds from disposition of investments
Increase in receivable for investments sold
Increase in interest receivable
Increase in interest payable on credit facility
Decrease in prepaid expenses and other assets
Decrease in payables for cash equivalents purchased
(Decrease) increase in payables for investments purchased
(Decrease) increase in unfunded investments
(Decrease) increase in accrued expenses
Net cash used by operating activities
Cash flows from financing activities:
Increase in issuance of common stock
Dividends and distributions to stockholders
Borrowings under credit facility (see note 11)
Repayments under credit facility (see note 11)
Net cash provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Interest paid
5
SCHEDULE OF INVESTMENTS
MARCH 31, 2008
Issuer name(1)
Maturity
Industry
BasisPointSpreadAboveIndex (3)
Subordinated Debt / Corporate Notes – 42.8%
ADVANSTAR, INC.
AFFINION GROUP HOLDINGS, INC.
CONSOLIDATED FOUNDRIES, INC.
AEROSPACE &
DEFENSE
INTERDYNAMICS HOLDINGS, INC.
PERFORMANCE HOLDINGS, INC.
LEISURE, AMUSEMENT,
MOTION PICTURES,
ENTERTAINMENT
REALOGY CORP.
BUILDINGS & REAL
ESTATE
UP ACQUISITION SUB INC.
Total Subordinated Debt / Corporate Notes
Second Lien Secured Debt – 46.5%
BRAND ENERGY & INFRASTRUCTURE SERVICES, INC.
GENERICS INTERNATIONAL (U.S.), INC.
HEALTHCARE,
EDUCATION &
CHILDCARE
PERFORMANCE, INC.
QUESTEX MEDIA GROUP, INC.
SAINT ACQUISITION CORP.(5)
SHERIDAN HOLDINGS, INC.
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Second Lien Secured Debt - (Continued)
SPECIALIZED TECHNOLOGY RESOURCES, INC.
TRANSFIRST HOLDINGS, INC.
Total Second Lien Secured Debt
CFHC HOLDINGS, INC. , CLASS A (CONSOLIDATED FOUNDRIES, INC.)
Total Preferred Equity
COMMON EQUITY/PARTNERSHIP INTERESTS** – 3.6%
CFHC HOLDINGS, INC. (CONSOLIDATED FOUNDRIES, INC.)
NCP-PERFORMANCE (PERFORMANCE HOLDINGS, INC.)
UP HOLDINGS INC.
AHC MEZZANINE (ADVANSTAR, INC.)
Total Common Equity/Partnership Interests
BERRY PLASTICS GROUP, INC.
BURLINGTON COAT FACTORY WAREHOUSE CORP.
CHARTER COMMUNICATIONS OPERATING, L.L.C.
7
First Lien Secured Debt—(Continued)
COHR HOLDINGS, INC.
GATEHOUSE MEDIA OPERATING, INC.
GENERAL NUTRITION CENTERS, INC.
GREATWIDE LOGISTICS SERVICES, INC.
HANLEY-WOOD, L.L.C.
HAWKER BEECHCRAFT, INC.
HEALTH MANAGEMENT ASSOCIATES, INC.
HUGHES NETWORK SYSTEMS, L.L.C.
JACUZZI BRANDS CORP.
LEVLAD, L.L.C.
LONGVIEW POWER, L.L.C.
MACH GEN, L.L.C.
MATTRESS HOLDING CORP.
MITCHELL INTERNATIONAL, INC.
NATIONAL BEDDING CO., L.L.C.
PENTON MEDIA, INC.
8
First Lien Secured Debt - (Continued)
PHILOSOPHY, INC.
READER’S DIGEST ASSOCIATION, INC.
REXNORD , L.L.C.
SITEL, L.L.C.
UNIVISION COMMUNICATIONS INC.
UNIVISION Communications Inc.(4)
VALASSIS COMMUNICATIONS, INC.
VALASSIS COMMUNICATIONS, INC.(4)
WESTERN REFINING, INC.
Total First Lien Secured Debt
TOTAL INVESTMENTS – 155.3%
Cash Equivalents – 37.6%
MONEY MARKET – MUTUAL FUNDS
Total Cash Equivalents
Total Investments and Cash Equivalents – 192.9%
Liabilities In Excess of Other Assets – (92.9%)
Net Assets – 100.0%
9
10
SEPTEMBER 30, 2007
Subordinated Debt / Corporate Notes – 21.2%
MOTION PICTURES, ENTERTAINMENT
REALOGY CORP.(5)
Second Lien Secured Debt – 25.0%
CHEMICAL, PLASTICS
& RUBBER
Total Common Equity/Partnership Interest
11
First Lien Secured Debt – 58.8%
FR BRAND ACQUISITION CORP.
LEVEL 3 FINANCING, INC.
12
LONGVIEW POWER, L.L.C.(4)
HOME & OFFICE
FURNISHINGS,
HOUSEWARES, &
DURABLE CONSUMER
PRODUCTS
MCJUNKIN CORP.
PROQUEST CSA, L.L.C.
PRINTING &
PUBLISHING
MANUFACTURING/
BASIC INDUSTRY
BROADCASTING &
UNIVISION COMMUNICATIONS INC.(4)
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TOTAL INVESTMENTS – 107.6%
Cash Equivalents – 95.4%
U.S. TREASURY BILL
Total Investments and Cash Equivalents – 203.03%
Liabilities in Excess of Other Assets – (103.0%)
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NOTES TO FINANCIAL STATEMENTS
March 31, 2008
1. ORGANIZATION
PennantPark Investment Corporation (“PennantPark Investment” or “Company”) was organized as a Maryland corporation on January 11, 2007. PennantPark Investment’s objective is to generate both current income and capital appreciation through debt and equity investments. PennantPark Investment invests primarily in U.S. middle-market companies in the form of mezzanine debt, first lien secured debt and equity investments. Before the completion of its initial public offering on April 24, 2007, PennantPark Investment had limited operations other than the sale and issuance of 80,000 shares of common stock at a price of $15.00 per share to PennantPark Investment Advisers, LLC (the “Investment Adviser” or “PennantPark Investment Advisers”), resulting in net proceeds of $1.2 million, and the purchase of first lien secured debt.
On April 24, 2007 PennantPark Investment closed its Initial Public Offering and sold 20,000,000 shares of common stock at a price of $15.00 per share, resulting in net proceeds of $279.6 million. Also, on April 24, 2007 PennantPark Investment closed a private placement to officers, directors, the Investment Adviser and managers of the Investment Adviser, pursuant to Regulation D promulgated under the Securities Act of 1933, and issued an additional 320,000 shares of common stock at a price of $15.00 per share, resulting in net proceeds of $4.8 million. On May 21, 2007, the underwriters of the initial public offering exercised their over-allotment option under the Underwriting Agreement and elected to purchase 625,000 shares of common stock at a price of $15.00 per share, resulting in net proceeds of $8.8 million.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Actual results could differ from these estimates.
The financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 or 10 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X under the Exchange Act, we are providing a Statement of Changes in Net Assets in lieu of a Statement of Changes in Stockholders’ Equity.
The significant accounting policies consistently followed by PennantPark Investment are:
Security transactions are recorded on a trade-date basis. 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 broker/dealers if available, otherwise by a principal market maker or a primary market dealer. If the 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. Subordinated debt, first lien secured debt and other debt securities with maturities greater than 60 days generally are valued by an independent pricing service or at the bid prices from at least two broker/dealers (if available, otherwise by a principal market maker or a primary market dealer). We expect that there will 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. With respect to investments for which there is no readily available market value, valuation methods include comparisons of financial ratios of the portfolio companies that issued such private securities to peer companies that are public. 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 fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
15
With respect to investments for which market quotations are not readily available or are readily available but are believed to be inaccurate, our board of directors undertakes a multi-step valuation process each quarter, as described below:
The factors that the 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.
16
3. AGREEMENTS
PennantPark Investment has entered into an Investment Management Agreement with PennantPark Investment Advisers, LLC. Under this agreement the Investment Adviser, subject to the overall supervision of PennantPark Investment’s board of directors, manages the day-to-day operations of and provides investment advisory services to, PennantPark Investment. For providing these services, the Investment Adviser receives a fee from PennantPark Investment, consisting of two components—a base management fee and an incentive fee (collectively, “Management Fees”).
The base management fee is calculated at an annual rate of 2.00% on PennantPark Investment’s gross assets (net of U.S. Treasury Bills and/or temporary draws on the Revolving Credit Facility (“adjusted gross assets”), if any) (see note 8). Although the base management fee is 2.00% of adjusted gross assets, the Investment Adviser agreed to waive a portion of the base management fee such that the base management fee equaled 1.50% from the consummation of the initial public offering through September 30, 2007 and 1.75% from October 1, 2007 through March 31, 2008. The base management fee will equal 2.00% after March 31, 2008 and is payable quarterly in arrears. The base management fee is calculated based on the average value of 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 the three and six months ended March 31, 2008, the Investment Adviser received a net base management fee of $1.5 million and $2.9 million, respectively, from the Company. For the period January 11, 2007 (inception) to March 31, 2007, the Investment Adviser did not receive a base management fee from the Company.
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on PennantPark Investment’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, distribution income and any other income, including any other fees other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees received from portfolio companies accrued during the calendar quarter, minus PennantPark Investment’s operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense 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 deferred interest feature (such as original issue discount, debt instruments with pay in kind 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, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of PennantPark Investment’s 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). PennantPark Investment pays the Investment Adviser an incentive fee with respect to PennantPark Investment’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
(1) no incentive fee in any calendar quarter in which PennantPark Investment’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%; (2) 100% of PennantPark Investment’s Pre-Incentive
17
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 2.1875% in any calendar quarter (8.75% annualized); and (3) 20% of the amount of PennantPark Investment’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
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), commencing on December 31, 2007, and equals 20.0% of PennantPark Investment’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. However, the incentive fee determined as of December 31, 2007 was calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. For the three and six months ended March 31, 2008, the Adviser received an incentive fee of $1.0 million and $1.4 million, respectively, from the Company. For the period January 11, 2007 (inception) to March 31, 2007, the Investment Adviser did not receive an Incentive Fee from the Company.
PennantPark Investment has also entered into an Administration Agreement with PennantPark Investment Administration, LLC (the “Administrator” or “PennantPark Investment Administration”) under which PennantPark Investment Administration provides administrative services for PennantPark Investment. For providing these services, facilities and personnel, PennantPark Investment reimburses the Administrator for PennantPark Investment’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and PennantPark Investment’s allocable portion of the costs of the compensation and related expenses for its chief compliance officer, chief financial officer and their respective staffs. The Administrator also provides on PennantPark Investment’s behalf managerial assistance to portfolio companies to which PennantPark Investment is required to provide such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the statement of operations. For the three and six months ended March 31, 2008, the Investment Adviser was reimbursed $0.5 million and $1.1 million, respectively, from the Company, including expenses it incurred on behalf of the Administrator, for services described above. For the period January 11, 2007 (inception) to March 31, 2007, the Investment Adviser was not reimbursed from the Company for services described above.
4. ORGANIZATIONAL AND OFFERING EXPENSES
A portion of the net proceeds of the Company’s initial public offering was used for organizational, offering and other expenses. Organizational expenses were treated as expenses incurred. Offering costs of $21.3 million were charged to net assets after the completion of the initial public offering on April 24, 2007.
5. NET ASSET VALUE PER SHARE
On March 31, 2008, PennantPark Investment’s total net assets and net asset value per share were $216.3 million and $10.26, respectively. On September 30, 2007, PennantPark Investment’s total net assets and net assets value per share were $270.4 million and $12.83, respectively.
6. LOSS PER SHARE
The following information sets forth the computation of basic and diluted per share net decrease in net assets resulting from operations:
Class and Year
Numerator for net decrease in net assets per share resulting from operations:
Denominator for basic and diluted weighted average shares:
Basic and diluted net decrease in net assets per share resulting from operations:
18
7. INVESTMENTS
Purchases and sales/repayments of long-term investments for the three months ended March 31, 2008 totaled $31.5 million and $0.9 million, respectively. In addition, for the six months ended March 31, 2008 purchase and sales/repayments of long-term investments totaled $102.5 million and $5.2 million, respectively.
Investments and cash equivalents consisted of the following:
Cash equivalents
First lien
Second lien
Subordinated debt / corporate notes
Preferred equity
Common equity
Total
The cost represents the original cost adjusted for the accretion of discounts and amortization of premiums on debt investments, if any.
The table below describes investments by industry classification and enumerates the percentage, by market value, of the total portfolio assets (excluding cash equivalents) in such industries as of March 31, 2008 and September 30, 2007.
Industry Classification
Other Media
Healthcare, Education & Childcare
Oil and Gas
Auto Sector
Chemical, Plastic & Rubber
Consumer Products
Energy /Utilities
Home and Office Furnishings, Housewares, & Durable Consumer Products
Broadcasting and Entertainment
Buildings and Real Estate
Business Services
Cable Television
Leisure, Amusement, Motion Picture, Entertainment
Retail Store
Transportation
Aerospace and Defense
Printing and Publishing
Cargo Transport
Containers, Packaging and Glass
Utilities
Manufacturing / Basic Industry
Media
Telecommunications
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8. CASH EQUIVALENTS
Pending investment in longer-term portfolio holdings, PennantPark Investment may invest temporarily in U.S. Treasury Bills (of varying maturities), repurchase agreements, money markets or repo-like treasury securities. These temporary investments with maturities of 90 days or less will be deemed cash equivalents and are included in the Schedule of Investments. At the end of each fiscal quarter, PennantPark Investment typically takes proactive steps to preserve investment flexibility for the next quarter, which is dependent upon the composition of its total assets at quarter end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and closing out its positions on a net cash basis after quarter-end, temporarily drawing down on our Revolving Credit Facility, or utilizing repurchase agreements or other balance sheet transactions as we deem appropriate for this purpose. These amounts are excluded from adjusted gross assets for purposes of computing management fee. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are marked-to-market consistent with PennantPark Investment’s valuation policy.
9. REPURCHASE AGREEMENTS
PennantPark Investment may enter into repurchase agreements as part of its investment program. In these transactions, PennantPark Investment’s custodian takes possession of collateral pledged by the counterparty. The collateral is marked-to-market daily to ensure that the value, plus accrued interest, is at least equal to the repurchase price. In the event of default of the obligor to repurchase, PennantPark Investment will have the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. There were no repurchase agreements outstanding on March 31, 2008 or September 30, 2007.
10. FINANCIAL HIGHLIGHTS
Per Share Data:
Net asset value, beginning of period
Net realized and unrealized loss
Dividends and distributions to stockholders(1)
Offering costs related to public offering
Issuance of common stock
Net asset value, end of period
Per share market value, end of period
Total return(2)*
Shares outstanding at end of period
Ratio/Supplemental Data:
Ratio of operating expenses to average net assets**(3)
Ratio of credit facility related expenses to average net assets**
Total expenses to average net assets**(3)
Ratio of net investment income to average net assets**
Net assets at end of period
Average debt outstanding
Average debt per share
Portfolio turnover ratio**
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11. CREDIT FACILITY
On June 25, 2007, PennantPark Investment entered into a Senior Secured Revolving Credit Agreement (the “Credit Agreement”) among PennantPark Investment, various lenders and SunTrust Bank, as administrative agent for the lenders. SunTrust Robinson Humphrey Capital Markets acted as the joint lead arranger and book-runner, and Bear Stearns Corporate Lending Inc. acted as joint lead arranger and syndication agent. As of March 31, 2008, there was $194.5 million in outstanding borrowings under the Credit Agreement, with an average interest rate of 5.41%.
Under the Credit Agreement, the lenders agreed to extend credit to PennantPark Investment in an initial aggregate principal or face amount not exceeding $300,000,000 at any one time outstanding. The Credit Agreement is a five-year revolving facility (with a stated maturity date of June 25, 2012) and is secured by substantially all of the assets in PennantPark Investment’s portfolio. Pricing is set at 100 basis points over LIBOR.
The Credit Agreement contains affirmative and restrictive covenants, including: (a) periodic financial reporting requirements, (b) maintenance of a minimum stockholders’ equity of the greater of (i) 40% of the total assets of PennantPark Investment and its subsidiaries as at the last day of any fiscal quarter and (ii) the sum of (A) $120,000,000 plus (B) 25% of the net proceeds from the sale of equity interests in PennantPark Investment and its subsidiaries after the closing date of the Credit Agreement, (c) maintenance of a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness, in each case of PennantPark Investment, of not less than 2.0:1.0, (d) maintenance of minimum liquidity standards, (e) limitations on the incurrence of additional indebtedness, (f) limitations on liens, (g) limitations on fundamental corporate changes, (h) limitations on investments (other than PennantPark Investment’s portfolio investments and certain other ordinary course investments), (i) limitations on payments and distributions (other than distributions to PennantPark Investment’s stockholders as contemplated to maintain Regulated Investment Company status), (j) limitations on transactions with affiliates, (k) limitations on engaging in business not contemplated by PennantPark Investment’s investment objectives, and (l) limitations on the creation or existence of agreements that prohibit liens on properties of PennantPark Investment and its subsidiaries. In addition to the asset coverage ratio described in clause (c) of the preceding sentence, borrowings under the Credit Agreement (and the incurrence of certain other permitted debt) will be subject to compliance with a borrowing base that will apply different advance rates to different types of assets in PennantPark Investment’s portfolio. See our Credit Agreement, Exhibit 10.5, to this Report (incorporated by reference), for the definitions of capitalized terms used by us relating to the Credit Agreement but not defined in this note. The Credit Agreement will be used to supplement our equity capital to make additional portfolio investments and for other general corporate purposes.
12. COMMITMENTS AND CONTINGENCIES
From time to time, we, the Investment Adviser or the Administrator may be a party to legal proceedings in the ordinary course of business, 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 investments described in the statement of assets and liabilities represent unfunded delayed draws on investments in first lien secured debt.
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To the Board of Directors and Stockholders
PennantPark Investment Corporation
We have reviewed the accompanying statement of assets and liabilities of PennantPark Investment Corporation (the “Company”) including the schedules of investments as of March 31, 2008 and the related statements of operations for the three and six month periods ended March 31, 2008, and the period from January 11, 2007 (inception) through March 31, 2007 and the Statements of changes in net assets for the six months period ended March 31, 2008 and the period January 11, 2007 (inception) through September 30, 2007 and the Statements of cash flows for the six months ended March 31, 2008. These financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). 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 standards of the Public Company Accounting Oversight Board (United States), 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.
Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of PennantPark Investment Corporation, including the schedule of investments, as of September 30, 2007, and the related consolidated statements of operations, changes in net assets and cash flows for the period from January 11, 2007 (inception) through September 30, 2007; and in our report dated December 12, 2007, we expressed an unqualified opinion on those consolidated financial statements.
New York, New York
May 7, 2008
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FORWARD-LOOKING STATEMENTS
This Report, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which relate to future events or our future performance or financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve risks and uncertainties, including statements as to:
our future operating results;
our business prospects and the prospects of our prospective portfolio companies;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the impact of a protracted decline in the liquidity of credit markets on our business;
the impact of investments that we expect to make;
the impact of fluctuations in interest rates on our business;
our contractual arrangements and relationships with third parties;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
the ability of our prospective portfolio companies to achieve their objectives;
our expected financings and investments;
the adequacy of our cash resources and working capital;
the timing of cash flows, if any, from the operations of our prospective portfolio companies; and
the ability of the Investment Adviser to locate suitable investments for us and to monitor and administer our investments.
We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks” and similar expressions to identify forward-looking statements. Undue influence should not be placed 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 set forth in our preliminary prospectus entitled “Risk Factors” and elsewhere.
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 Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, Reports on Form 10-Q and current reports on Form 8-K.
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this report.
OVERVIEW
PennantPark Investment was organized under the Maryland General Corporation Law in January 2007. We are an externally managed, closed-end, non-diversified investment company that has elected to be treated as a business development company under the 1940 Act. As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.
Our investment activities are managed by the Investment Adviser and supervised by our board of directors, a majority of whom are independent of us and the Investment Adviser. Under our Investment Management Agreement, we have agreed to pay the Investment Adviser an annual base management fee based on our average adjusted gross total assets as well as an incentive fee based on our investment performance. 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 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 and their respective staffs.
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Our investment objectives are to generate both current income and capital appreciation through debt and equity investments primarily in U.S. middle-market private companies in the form of mezzanine debt, senior secured loans and equity investments. From time to time, we may also invest in public companies whose securities are thinly traded. We consider our core assets, by value and investment focus, to consist of subordinated debt, second lien secured debt and, to a lesser extent, equity investments.
The companies in which we invest are typically highly leveraged, often as a result of leveraged buy-outs or other recapitalization transactions, 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.
We expect that our investments in mezzanine debt and other investments will range between $10 million and $50 million each. We expect this investment size to vary proportionately with the size of our capital base.
The level of our investment activity in our core assets 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 availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make. Although we have used, and will continue to use, the proceeds of our initial public offering and borrowings under our credit facility, we anticipate that it will take us up to two years from the date of our initial public offering to invest all of our assets in accordance with our investment objectives. Any distributions we make during such period may be substantially lower than the distributions that we expect to pay when our portfolio is fully invested.
While our primary focus is to generate current income and capital appreciation through debt and equity investments in thinly traded or private U.S. companies, we may invest up to 30% of the portfolio in opportunistic investments. These investments may include investments in high-yield bonds, distressed debt or other securities of public companies that are not thinly traded and securities of companies located outside of the U.S. We expect that these public companies generally will issue debt securities that are non-investment grade.
We generate revenue in the form of interest income on the debt securities we hold and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine debt or senior secured loans, typically have a term of three to ten years and bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments provide for deferred interest payments or 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 commitment, origination, structuring or diligence fees, fees for providing managerial assistance and possibly consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recorded on the ex-dividend date.
Our primary operating expenses include the payment of management fees to the Investment Adviser, our allocable portion of overhead under the Administration Agreement and other operating costs as detailed below. Our management fee compensates the Investment Adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments. Additionally, we pay interest expense on the outstanding debt we accrue under our credit facility. We bear all other costs and expenses of our operations and transactions, including:
the cost of calculating our net asset value, including the cost of any third-party valuation services;
the cost of effecting sales and repurchases of shares of our common stock and other securities;
fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence and reviews of prospective investments;
expenses incurred by the Investment Adviser in performing due diligence and reviews on prospective investments;
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transfer agent and custodial fees;
fees and expenses associated with marketing efforts;
federal and state registration fees and any stock exchange listing fees;
federal, state and local taxes;
independent directors’ fees and expenses;
brokerage commissions;
fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
direct costs such as printing, mailing, long distance telephone and staff;
fees and expenses associated with independent audits and outside legal costs;
costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and
all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our 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 and their respective staffs.
PORTFOLIO AND INVESTMENT ACTIVITY
As of March 31, 2008, our portfolio consisted of $92.6 million of subordinated debt, $100.6 million of second lien secured debt, $8.6 million of equity investments and $134.1 million of senior secured loans. Our core assets totaled $201.8 million and consisted of investments in fourteen different companies with an average investment size of $14.4 million per company and a weighted average yield of 11.7 % on the debt investments. On March 31, 2008, our senior secured loan portfolio totaled $134.1 million and consisted of twenty-eight different companies (including two companies also in our core portfolio) with an average investment size of $4.8 million, and a weighted average yield of 5.3%. The overall portfolio had a weighted average yield on debt investments of 9.2%. Due to continued erosion in market prices of leveraged finance instruments and a significant reduction in LIBOR, the portfolio had unrealized depreciation of $77.7 million. As of March 31, 2008, our portfolio consisted of forty companies and was invested 28% in subordinated debt, 30% in second lien secured debt, 2% in equity investments and 40% in senior secured loans.
For the three months ended March 31, 2008, we invested $31.5 million in two new companies with an average yield of 14.4% on the debt investments. Sales and repayments of long-term investments for the three months ended March 31, 2008 totaled $0.9 million. For the six months ended March 31, 2008, we invested $102.5 million in new and existing portfolio companies with an average yield of 13.3% on the debt investments. Sales and repayments of long-term investments for the six months ended March 31, 2008 totaled $5.2 million.
As of September 30, 2007, our portfolio consisted of $57.3 million of subordinated debt, $67.8 million of second lien secured debt, $7.0 million of equity investments and $158.9 million of senior secured loans. Our core assets totaled $132.1 million and consisted of investments in eight different companies with an average investment size of $16.5 million per company and a weighted average yield of 13.0% on the debt investments. On September 30, 2007, our senior secured loan portfolio totaled $158.9 million and consisted of thirty-one different companies (including one company also in our core portfolio) with an average investment size of $5.3 million, and a weighted average yield of 7.5%. The overall portfolio had a weighted average yield on debt investments of 10.1%. Due to erosion in market prices of leveraged finance instruments, the portfolio had unrealized depreciation of $23.9 million. On September 30, 2007, our portfolio consisted of thirty-eight companies and was invested 20% in subordinated debt, 23% in second lien secured debt, 2% in equity investments and 55% in senior secured loans.
We anticipate that our level of investment activity will vary substantially from period to period depending 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 our types of investments. Depending on these factors and owing to the substantial due diligence and structuring involved in negotiated investments in illiquid securities, we anticipate that it may take up to two years from the date of our initial public offering to invest all of our assets in accordance with our investment objectives. We will consider selling senior secured loans and/or drawing on our credit facility for liquidity purposes.
CRITICAL ACCOUNTING POLICIES
Our discussion of our financial condition and results of operation is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The
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preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we describe our critical accounting policies in the notes to our financial statements.
Valuation of Portfolio Investments
As a business development company, we generally invest in illiquid securities including debt and equity investments of middle-market companies. All of our investments are recorded using broker/dealers quotes, or at fair value as determined in good faith by our board of directors. 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 an independent pricing service or at the bid prices obtained from at least two broker/dealers if available, otherwise by a principal market maker or a primary market dealer. If the 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. Debt and equity investments that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by or under the direction of our board of directors. Such determination of fair values involves subjective judgments and estimates. Investments purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates value. With respect to unquoted securities, our board of directors, together with our independent third party valuation firms, values each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors.
When an external event such as a purchase transaction, public offering or subsequent equity sale occurs in connection with one of our portfolio companies, our board uses the pricing indicated by the external event to corroborate and/or assist us in our valuation of our investment in such portfolio company. Because there are not always readily available markets for many of the investments in our portfolio, we value certain of our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available or are readily available but believed not to reflect the fair value of an investment, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;
Preliminary valuation conclusions are then documented and discussed with the management of our Investment Adviser;
Our board of directors also engages one or more independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but believed not to reflect the fair value of an investment. The independent valuation firm reviews management’s preliminary valuations and its own independent assessment;
The audit committee of our board of directors reviews the preliminary valuations of the Investment Adviser and that of the independent valuation firms and responds and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and
The board of directors discusses the valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the independent valuation firms and the audit committee.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities if we determine that it is probable that we will not be able to collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on the ex-dividend date.
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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 portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Payment in Kind 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. For the Company to maintain its status as a RIC, this income must be paid out to stockholders in the form of dividends, even though the Company has not collected any cash with respect to PIK securities.
Federal Income Taxes
We operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and intend to continue to do so. Accordingly, we are not subject to federal income tax on the portion of our taxable income and gains distributed to stockholders. To qualify as a RIC, we are required to distribute at least 90% of our investment company taxable income as defined by the Code.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the 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. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.
RESULTS OF OPERATIONS
The overall leveraged finance credit market experienced a substantial downturn during the second half of 2007 has resulted in unrealized depreciation on most of our existing assets, slowing of new investment activity and in an improved risk/reward environment for new investments. We did not experience any compromised liquidity during the recent turmoil in the global credit markets because of our ability to sell our senior secured loans and availability under our credit facility.
Set forth below are the results of operations for the three and six months ended March 31, 2008.
Investment Income
Investment income for the three and six months ended March 31, 2008, was $9.7 million and $18.7 million, respectively. Investment income for the three and six months ended March 31, 2008, was primarily attributed to $3.7 million and $7.9 million of interest income from senior secured loan investments, respectively; $3.9 million and $6.8 million from our second lien secured debt investments, respectively; and $1.8 million and $3.5 million from our subordinated debt investments, respectively. The remaining investment income was primarily attributed to interest income from short-term investments and to accretion of discount and amortization of premium.
Investment income for the period January 11, 2007 (inception) through March 31, 2007 was $0.8 million, which was primarily attributed to senior secured loan investments.
Net expenses for the three and six months ended March 31, 2008, totaled $5.3 million and $9.5 million, respectively. Of these totals, $1.7 million and $2.8 million were attributable to credit facility related expenses, and $1.1 million and $2.4 million to general and administrative expenses, respectively. Net base management fee for the same periods totaled $1.5 million and $2.9 million, and performance-based incentive fee totaled $1.0 million and $1.4 million, respectively.
Net expenses for the period January 11, 2007 (inception) through March 31, 2007 totaled $1.0 million. Of this total $0.7 million was primarily attributed to credit facility related expenses and $0.3 million was related to administrative and organizational costs.
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Net Investment Income
Net investment income totaled $4.4 million and $9.2 million or $0.21 and $0.44 per share, respectively, for the three and six months ended March 31, 2008.
Net investment loss totaled $0.3 million or $3.14 per share for the period January 11, 2007 (inception) to March 31, 2007.
Net Realized Loss
Sales and paydowns of long-term investments for the three and six months ended March 31, 2008 totaled $0.9 million and $5.2 million, respectively, and net realized losses totaled approximately $8,500 and $219,000, respectively.
Net realized gains on investments totaled approximately $19,000 for the period from January 11, 2007 (inception) through March 31, 2007.
Net Unrealized Depreciation on Investments and cash equivalents
The Company’s investments and cash equivalents had a net increase in unrealized depreciation of $37.8 million and $53.8 million, respectively, for the three and six months ended March 31, 2008. On March 31, 2008, net unrealized depreciation on investments and cash equivalents totaled $77.7 million, primarily due to the continued downturn in the leveraged finance credit market.
Net Decrease in Net Assets From Operations
Net decrease in net assets resulting from operations totaled $33.3 million and $44.9 million, or $1.58 and $2.13 per share, respectively, for the three and six months ended March 31, 2008.
Net decrease in net assets resulting from operations totaled $0.2 million or $2.92 per share for the period from January 11, 2007 (inception) through March 31, 2007.
LIQUIDITY AND CAPITAL RESOURCES
On June 25, 2007, we entered into a Senior Secured Revolving Credit Agreement (the “Credit Agreement”) among us, various lenders and SunTrust Bank, as administrative agent for the lenders. SunTrust Robinson Humphrey Capital Markets acted as the joint lead arranger and book-runner, and Bear Stearns Corporate Lending Inc. acted as joint lead arranger and syndication agent. As of March 31, 2008, we had outstanding borrowings of $194.5 million under the Credit Agreement, with an average interest rate of 5.41%.
Under the Credit Agreement, the lenders agreed to extend us credit in an initial aggregate principal or face amount not exceeding $300.0 million at any one time outstanding. The Credit Agreement is a five-year revolving facility (with a stated maturity date of June 25, 2012) and is secured by substantially all of our investment portfolio assets. Pricing is set at 100 basis points over LIBOR.
On March 31, 2008, we had $81.2 million in cash equivalents. During the six months ended March 31, 2008, we generated operating cash flows primarily from interest earned on debt investments, and our primary use of funds for operations during the same period consisted of investments in portfolio companies, payments of fees and other operating expenses incurred by the Company. Our operating activities resulted in a net use of cash of $98.9 million and $351.9 million, respectively, for the three and six months ended March 31, 2008, and our financing activities resulted in a net inflow of cash of $98.3 million and $175.2 million for the same periods, primarily from borrowings under our credit facility.
During the period from January 11, 2007 (inception) through March 31, 2007, cash and cash equivalents increased from $0 to $1,687,267. Cash was provided by financing activities through the issuance of 80,000 shares of common stock and borrowings under the Credit Facility. Cash was used by operating activities through the purchase of investments net of amounts payable for such purchases, and through payment of operating expenses net of amounts accrued as of March 31, 2007. Cash was provided by operating activities through proceeds from dispositions of investments net of amounts receivable for investments sold, and through interest earned on investments net of amounts receivable as of March 31, 2007.
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A summary of our significant contractual payment obligations for the repayment of outstanding borrowing under the multi-currency $300 million, five-year, revolving credit facility maturing in June 2012 is as follows:
Senior secured revolving credit facility (1)
We have entered into certain contracts under which we have material future commitments. On April 17, 2007 we entered into an Investment Management Agreement with PennantPark Investment Advisers in accordance with the 1940 Act, effective as of the completion of our initial public offering, pursuant to which the Investment Adviser provides us with investment advisory and management services. Payments under the Investment Management Agreement in each reporting period are equal to (1) a management fee equal to a percentage of the value of our gross assets and (2) an incentive fee based on our performance (see note 3 to our financial statements for more information).
Pursuant to an Administration Agreement, dated April 17, 2007, the PennantPark Investment Administration furnishes us with office facilities and administrative services necessary to conduct our day-to-day operations. If requested to provide managerial assistance to our portfolio companies, the Administrator will be paid an additional amount based on the services provided, which amount will not in any case exceed the amount we receive from the portfolio companies for such services. Payment under the Administration Agreement is based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief compliance officer, chief financial officer and their respective staffs.
If any of our contractual obligations discussed above is terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.
We engage in no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
In order to qualify as a regulated investment company and to avoid corporate level tax on income, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and net short-term capital gains in excess of realized net long-term capital losses, if any, to our stockholders on an annual basis. Additionally, we must distribute at least 98% of our income (both ordinary income and net capital gains) to avoid an excise tax.
During the three and six months ended March 31, 2008 we paid to stockholders distributions of $0.22 and $0.44 per share, for a total dividend of $4.6 million and $9.3 million, respectively. Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year.
We intend to continue to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our board of directors.
We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends 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 dividends.
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We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. In addition, we may be limited in our ability to make dividends and distributions due to the asset coverage test for borrowings when applicable to us as a business development company under the 1940 Act and due to provisions in future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of RIC status. We cannot assure stockholders that they will receive any dividends and distributions at a particular level.
We did not experience any compromised liquidity during the continued turmoil in the global credit markets because of our ability to liquidate our portfolio of senior secured loans, which totaled $134.1 million as of March 31, 2008, and availability under our credit facility.
We are subject to financial market risks, including changes in interest rates. During the period covered by this report, many of the loans in our portfolio had floating interest rates. These loans are usually based on a floating LIBOR rate and typically have durations of three months after which they reset to current market interest rates.
Assuming that the balance sheet as of the period covered by this report was to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 1% change in interest rates may affect net income by more than 1% over a one-year horizon. 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 balance sheet and other business developments that could affect net increase in net assets resulting from operations, or net income. Accordingly, no assurances can be given that actual results would not differ materially from the statement 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. In periods of declining interest rates, our cost of funds would decrease, which may reduce our net investment income. 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.
We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the period covered by this report, we did not engage in interest rate 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 Securities Exchange Act of 1934). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, of material information about us required to be included in periodic SEC filings. 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 possible controls and procedures.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Neither our Investment Adviser, our Administrator or us is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against the Investment Adviser or Administrator. From time to time, we, the Investment Adviser or Administrator, may be a party to certain legal proceedings in the ordinary course of business, 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 carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2007, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Our annual report is posted on the SEC’s web site, www.sec.gov, and on our web-site,www.pennantpark.com. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
None.
On February 8, 2008, PennantPark Investment Corporation held its 2008 Annual Meeting of Stockholders in New York, N.Y. for the purpose of considering and voting upon the election of directors and ratification of the selection of an independent registered public accounting firm. Votes were cast as follows:
Director Nominee
Marshall Brozost
Samuel L. Katz
Proposal
Ratification of the selection of KPMG LLP
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Unless specifically indicated otherwise, the following exhibits are incorporated by reference to exhibits previously filed with the SEC:
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Pursuant to the requirements of Section 13(a) or 15(d) 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.
/s/ Arthur H. Penn
/s/ Aviv Efrat
Chief Financial Officer
(Principal Accounting and Financial Officer)
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