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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Date of Report: (Date of earliest event reported)
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(Exact name of registrant as specified in its charter) |
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(Commission File Number) |
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(Zip Code) |
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On February 8, 2023, PennantPark Floating Rate Capital Ltd., issued a press release announcing its financial results for the first fiscal quarter ended December 31, 2022 and an increase of its monthly distribution. A copy of the press release is furnished as Exhibit 99.1 to this report pursuant to Item 2.02 on Form 8-K and Regulation FD.
The information in this report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The information in this report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report on Form 8-K, including Exhibit 99.1 furnished herewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act 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 PennantPark Floating Rate Capital Ltd. files under the Exchange Act. All statements other than statements of historical facts included in this report on Form 8-K, including Exhibit 99.1 furnished herewith, are forward-looking statements and are not guarantees of future performance or results, and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission PennnatPark. Floating Rate Capital Ltd. undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
PennantPark Floating Rate Capital Ltd. may use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from its historical experience and present expectations.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements: None (b) Pro forma financial information: None (c) Shell company transactions: None (d) Exhibits 99.1 Press Release of PennantPark Floating Rate Capital Ltd. dated February 8, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
Dated: February 8, 2023
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PENNANTPARK FLOATING RATE CAPITAL LTD.
By: /s/ Richard T. Allorto, Jr. Richard T. Allorto, Jr. Chief Financial Officer & Treasurer
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EXHIBIT 99.1
PennantPark Floating Rate Capital Ltd. Announces 5.3% Increase of Its Monthly Distribution to $0.10 per Share and Financial Results for the Quarter Ended December 31, 2022
Miami, FL — (GLOBE NEWSWIRE — February 8, 2023) — PennantPark Floating Rate Capital Ltd. (NYSE: PFLT) (TASE: PFLT) announced today financial results for the first fiscal quarter ended December 31, 2022.
HIGHLIGHTS
Quarter ended December 31, 2022 (Unaudited)
($ in millions, except per share amounts)
Assets and Liabilities: |
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Investment portfolio (1) |
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$ |
1,151.1 |
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Net assets |
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$ |
513.5 |
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GAAP net asset value per share |
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$ |
11.30 |
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Quarterly decrease in GAAP net asset value per share |
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(2.7 |
)% |
Adjusted net asset value per share (2) |
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$ |
11.22 |
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Quarterly decrease in adjusted net asset value per share (2) |
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(3.2 |
)% |
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Credit Facility |
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$ |
197.7 |
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2023 Notes |
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$ |
73.8 |
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2026 Notes |
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$ |
182.5 |
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2031 Asset-Backed Debt |
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$ |
226.3 |
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Regulatory Debt to Equity |
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1.34x |
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Weighted average yield on debt investments at quarter-end |
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11.3 |
% |
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Operating Results: |
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Net investment income |
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$ |
13.7 |
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Net investment income per share |
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$ |
0.30 |
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Distributions declared per share |
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$ |
0.285 |
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Portfolio Activity: |
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Purchases of investments |
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$ |
65.6 |
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Sales and repayments of investments |
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$ |
63.0 |
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PSSL Portfolio data: |
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PSSL investment portfolio |
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$ |
750.7 |
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Purchases of investments |
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$ |
29.5 |
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Sales and repayments of investments |
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$ |
28.8 |
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CONFERENCE CALL AT 9:00 A.M. ET ON FEBRUARY 9, 2023
PennantPark Floating Rate Capital Ltd. (“we,” “our,” “us” or the “Company”) will also host a conference call at 9:00 a.m. (Eastern Time) on Thursday February 9, 2023 to discuss its financial results. All interested parties are welcome to participate. You can access the conference call by dialing toll-free (888) 394-8218 approximately 5-10 minutes prior to the call. International callers should dial (646) 828-8193. All callers should reference conference ID #4601497 or PennantPark Floating Rate Capital Ltd. An archived replay will also be available on a webcast link located on the Quarterly Earnings page in the Investor section of PennantPark’s website.
INCREASE OF QUARTERLY DISTRIBUTION TO $0.10 PER SHARE
On February 7, 2023, the Board of Directors declared a distribution of $0.10 per share, an increase of 5.3% from the most recent distribution. The distribution is payable on April 3, 2023 to stockholders of record as of March 16, 2023. The distribution is expected to be paid from taxable net investment income.
“We are pleased to announce an increase in our monthly dividend based on the continued strong underlying credit performance of our portfolio in this environment. With our primary focus on lower risk senior secured floating rate loans to U.S. companies, we are positioned to preserve capital and protect against rising interest rates and inflation," said Arthur Penn, Chairman and CEO. "We have a visible pathway to continue to optimize the balance sheets at both PFLT and PennantPark Senior Secured Loan Fund I LLC over the coming quarters which we believe will increase net investment income.”
PORTFOLIO AND INVESTMENT ACTIVITY
As of December 31, 2022, our portfolio totaled $1,151.1 million, and consisted of $998.2 million of first lien secured debt (including $199.4 million in PSSL), $0.1 million of second lien secured debt and $152.8 million of preferred and common equity (including $48.3 million in PSSL). Our debt portfolio consisted of 100% variable-rate investments. As of December 31, 2022, we had three portfolio companies on non-accrual, representing 1.9% and 0.6% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $29.9 million. Our overall portfolio consisted of 126 companies with an average investment size of $9.1 million and a weighted average yield on debt investments of 11.3%.
As of September 30, 2022, our portfolio totaled $1,164.3 million and consisted of $1,009.6 million of first lien secured debt (including $190.2 million in PSSL), $0.1million of second lien secured debt and $154.5 million of preferred and common equity (including $49.4 million in PSSL). Our debt portfolio consisted of 100% variable rate investments. As of September 30, 2022, we had two portfolio companies on non-accrual, representing 0.9% and zero percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $8.7 million. Our overall portfolio consisted of 125 companies with an average investment size of $9.3 million and a weighted average yield on debt investments of 10.0%.
For the three months ended December 31, 2022, we invested $65.6 million in four new and 29 existing portfolio companies with a weighted average yield on debt investments of 11.2 %. Sales and repayments of investments for the same period totaled $63.0 million. This compares to the three months ended December 31, 2021, in which we invested $335.1 million in 16 new and 36 existing portfolio companies with a weighted average yield on debt investments of 7.8%. Sales and repayments of investments for the same period totaled $238.4 million.
PennantPark Senior Secured Loan Fund I LLC
As of December 31, 2022, PSSL’s portfolio totaled $750.7 million and consisted of 100 companies with an average investment size of $7.5 million and had a weighted average yield on debt investments of 10.9%. As of September 30, 2022, PSSL’s portfolio totaled $754.7 million, consisted of 95 companies with an average investment size of $8.0 million and had a weighted average yield on debt investments of 9.6%.
For the three months ended December 31, 2022, PSSL invested $29.5 million in seven new and eight existing portfolio companies with a weighted average yield on debt investments of 11.1%. PSSL’s sales and repayments of investments for the same period totaled $28.8 million. For the three months ended December 31, 2021, PSSL invested $129.6 million in 12 new and six existing portfolio companies with a weighted average yield on debt investments of 8.0%. PSSL’s sales and repayments of investments for the same period totaled $50.4 million.
RESULTS OF OPERATIONS
Set forth below are the results of operations for the three months ended December 31, 2022 and 2021.
Investment Income
For the three months ended December 31, 2022 investment income was $31.3 million, which was attributable to $27.6 million from first lien secured debt and $3.7 million from other investments. For the three months ended December 31, 2021 investment income was $26.3 million, which was attributable to $20.1 million from first lien secured debt and $6.2 million from other investments. The
increase in investment income compared to the same period in the prior year was primarily due to the increase in the cost yield of our debt portfolio.
Net Expenses
For the three months ended December 31, 2022, expenses totaled $17.6 million and were comprised of; $9.9 million of debt-related interest and expenses, $2.9 million of base management fee, $3.4 million of performance-based incentive fee, $0.8 million of general and administrative expenses and $0.5 million of taxes. For the three months ended December 31, 2021, expenses totaled $13.6 million and were comprised of; $6.6 million of debt-related interest and expenses, $2.9 million of base management fee, $3.2 million of performance-based incentive fee, $0.8 million of administrative expenses and $0.1 million of taxes. The increase in expenses for the three months ended December 31, 2022 compared to the same period in the prior year was primarily due to increased financing costs.
Net Investment Income
For the three months ended December 31, 2022 and 2021, net investment income totaled $13.7 million or $0.30 per share, and $12.7 million or $0.33 per share, respectively. The increase in net investment income compared to the same period in the prior year was primarily due to the increase in the cost yield of our debt portfolio.
Net Realized Gains or Losses
For the three months ended December 31, 2022 and 2021, net realized gains (losses) totaled less than $0.1 million and $3.1 million, respectively. The change in realized gains was primarily due to changes in the market conditions of our investments and the values at which they were realized.
Unrealized Appreciation or Depreciation on Investments, the Credit Facility and the 2023 Notes
For the three months ended December 31, 2022 and 2021, we reported net change in unrealized depreciation on investments of $16.8 million and $3.5 million, respectively. As of December 31, 2022 and September 30, 2022, our net unrealized appreciation (depreciation) on investments totaled $(29.9) million and $(13.1) million, respectively. The net change in unrealized depreciation on our investments compared to the same period in the prior year was primarily due to changes in the capital market conditions of our investments and the values at which they were realized.
For the three months ended December 31, 2022, our credit facility with Truist (the "Credit Facility") and the 2023 Notes had a net change in unrealized depreciation of $2.1 million. For the three months ended December 31, 2021, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of $3.6 million. As of December 31, 2022 and September 30, 2022, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled $4.4 million and $2.3 million, respectively. The net change in net unrealized depreciation compared to the same period in the prior year was primarily due to changes in the capital markets.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended December 31, 2022 and 2021, net (decrease) increase in net assets resulting from operations totaled $(1.6) million or $(0.04) per share and $14.4 million or $0.37 per share, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are derived primarily from cash flows from operations, including investment sales and repayments, and income earned, proceeds of securtieis offerings and debt financings. Our primary use of funds from operations includes investments in portfolio companies and payments of 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.
For the three months ended December 31, 2022 and 2021, the annualized weighted average cost of debt, inclusive of the fee on the undrawn commitment on the Credit Facility, amendment costs and debt issuance costs, was 5.7% and 3.6%, respectively. As of December 31, 2022 and September 30, 2022, we had $166.8 million and $197.2 million of unused borrowing capacity under the Credit Facility, as applicable, respectively, subject to leverage and borrowing base restrictions.
As of December 31, 2022 and September 30, 2022, PennantPark Floating Rate Funding I, LLC, our wholly-owned subsidiary, borrowed $199.2 million and $168.8 million under the Credit Facility, respectively and the weighted average interest rate, exclusive of the fee on undrawn commitments, was of 6.5% and 4.5%, respectively.
As of December 31, 2022 and September 30, 2022, we had cash equivalents of $52.9 million and $47.9 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to take advantage of market opportunities.
For the three months ended December 31, 2022, our operating activities provided cash of $7.8 million and our financing activities used cash of $2.7 million. Our operating activities provided cash primarily realized from our investment activities and our financing activities used cash primarily due to borrowings under our Credit Facility and principal repayment of our 2023 Notes.
For the three months ended December 31, 2021, our operating activities used cash of $82.4 million and our financing activities provided cash of $93.2 million. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily due to the issuance of $85 million of our 2026 Add-on Notes and borrowings under our Credit Facility.
RECENT DEVELOPMENTS
In connection with our January 23, 2023 public offering, we issued approximately 4.3 million shares of common stock resulting in net proceeds exclusive of offering expenses to the Company of approximately $47.6 million, or $11.20 per share.
The Adviser agreed to pay the underwriters a supplemental payment of $0.10 per share, which reflects the difference between the public offering price of $11.10 and the net proceeds of $11.20 per share received by the Company in this offering. In addition, the Adviser agreed to bear the sales load payable to the underwriters. The Company is not obligated to repay either the supplemental payment or the sales load paid by the Adviser.
DISTRIBUTIONS
During the three months ended December 31, 2022 and 2021, we declared distributions of $0.285 per share for total distributions of $12.9 million and $0.285 per share for total distributions of $11.1 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.
AVAILABLE INFORMATION
The Company makes available on its website its Quarterly Report on Form 10-K filed with the SEC, and stockholders may find such report on its website at www.pennantpark.com.
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share data)
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||
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December 31, 2022 |
|
|
September 30, 2022 |
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Assets |
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|
|
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Investments at fair value |
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|
|
|
|
|
||
Non-controlled, non-affiliated investments (cost—$872,780 and $882,570 respectively) |
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$ |
870,741 |
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|
$ |
893,249 |
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Controlled, affiliated investments (cost— $308,245 and $294,787, respectively) |
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280,396 |
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271,005 |
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Total of investments (cost—$1,181,025 and $1,177,357, respectively) |
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1,151,137 |
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1,164,254 |
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Cash and cash equivalents (cost—$52,944 and $47,917, respectively) |
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52,935 |
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|
47,880 |
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Interest receivable |
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|
8,736 |
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|
|
7,543 |
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Receivable for investments sold |
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|
12,353 |
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|
|
3,441 |
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Distributions receivable |
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|
577 |
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|
|
— |
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Prepaid expenses and other assets |
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|
945 |
|
|
|
748 |
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Total assets |
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1,226,683 |
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|
|
1,223,866 |
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Liabilities |
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|
|
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Distributions payable |
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|
4,316 |
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|
|
4,308 |
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Payable for investments purchased |
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|
9,990 |
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|
|
— |
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Credit Facility payable, at fair value (cost—$199,654 and $168,830, respectively) |
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|
197,688 |
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|
167,563 |
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2023 Notes payable, at fair value (par—$76,219 and $97,006, respectively) |
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|
73,833 |
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|
96,812 |
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2026 Notes payable, net (par—$185,000) |
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|
182,471 |
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182,276 |
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2031 Asset-Backed Debt, net (par—$228,000) |
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|
226,286 |
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|
226,128 |
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Interest payable on debt |
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|
6,075 |
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|
8,163 |
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Base management fee payable |
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|
2,931 |
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|
3,027 |
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Performance-based incentive fee payable |
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|
3,433 |
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|
3,164 |
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Deferred tax liability |
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5,293 |
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4,568 |
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Accrued other expenses |
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|
837 |
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|
765 |
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Total liabilities |
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713,153 |
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696,774 |
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Net assets |
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Common stock, 45,431,815 and 45,345,638 shares issued and outstanding, |
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45 |
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|
45 |
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Paid-in capital in excess of par value |
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|
619,019 |
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|
618,028 |
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Accumulated deficit |
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|
(105,534 |
) |
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|
(90,981 |
) |
Total net assets |
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$ |
513,530 |
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|
$ |
527,092 |
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Total liabilities and net assets |
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$ |
1,226,683 |
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$ |
1,223,866 |
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Net asset value per share |
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$ |
11.30 |
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$ |
11.62 |
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PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
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Three Months Ended |
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2022 |
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2021 |
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Investment income: |
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|
|
|
|
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From non-controlled, non-affiliated investments: |
|
|
|
|
|
|
||
Interest |
|
$ |
20,735 |
|
|
$ |
16,858 |
|
Dividend |
|
|
577 |
|
|
|
577 |
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Other income |
|
|
142 |
|
|
|
2,823 |
|
From non-controlled, affiliated investments: |
|
|
|
|
|
|
||
Interest |
|
|
— |
|
|
|
112 |
|
Other income |
|
|
— |
|
|
|
— |
|
From controlled, affiliated investments: |
|
|
|
|
|
|
||
Interest |
|
|
6,909 |
|
|
|
3,165 |
|
Dividend |
|
|
2,975 |
|
|
|
2,800 |
|
Other Income |
|
|
— |
|
|
|
— |
|
Total investment income |
|
|
31,338 |
|
|
|
26,335 |
|
Expenses: |
|
|
|
|
|
|
||
Base management fee |
|
|
2,931 |
|
|
|
2,896 |
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Performance-based incentive fee |
|
|
3,433 |
|
|
|
3,180 |
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Interest and expenses on debt |
|
|
9,858 |
|
|
|
6,639 |
|
Administrative services expenses |
|
|
144 |
|
|
|
144 |
|
Other general and administrative expenses |
|
|
706 |
|
|
|
655 |
|
Expenses before provision for taxes |
|
|
17,072 |
|
|
|
13,514 |
|
Provision for taxes on net investment income |
|
|
534 |
|
|
|
100 |
|
Net expenses |
|
|
17,606 |
|
|
|
13,614 |
|
Net investment income |
|
|
13,732 |
|
|
|
12,721 |
|
Realized and unrealized gain (loss) on investments and debt: |
|
|
|
|
|
|
||
Net realized gain (loss) on: |
|
|
|
|
|
|
||
Non-controlled, non-affiliated investments |
|
|
63 |
|
|
|
3,073 |
|
Non-controlled and controlled, affiliated investments |
|
|
— |
|
|
|
65 |
|
Net realized gain (loss) on investments and debt |
|
|
63 |
|
|
|
3,138 |
|
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
||
Non-controlled, non-affiliated investments |
|
|
(12,693 |
) |
|
|
4,387 |
|
Non-controlled and controlled, affiliated investments |
|
|
(4,064 |
) |
|
|
(7,884 |
) |
Provision for taxes on unrealized appreciation (depreciation) on investments |
|
|
(725 |
) |
|
|
(1,540 |
) |
Debt depreciation |
|
|
2,067 |
|
|
|
3,611 |
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Net change in unrealized appreciation (depreciation) on investments and debt |
|
|
(15,415 |
) |
|
|
(1,426 |
) |
Net realized and unrealized gain (loss) from investments and debt |
|
|
(15,352 |
) |
|
|
1,712 |
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Net increase (decrease) in net assets resulting from operations |
|
|
(1,620 |
) |
|
|
14,433 |
|
Net increase (decrease) in net assets resulting from operations per common share |
|
$ |
(0.04 |
) |
|
$ |
0.37 |
|
Net investment income per common share |
|
$ |
0.30 |
|
|
$ |
0.33 |
|
ABOUT PENNANTPARK FLOATING RATE CAPITAL LTD.
PennantPark Floating Rate Capital Ltd. is a business development company which primarily invests in U.S. middle-market companies in the form of floating rate senior secured loans, including first lien secured debt, second lien secured debt and subordinated debt. From time to time, the Company may also invest in equity investments. PennantPark Floating Rate Capital Ltd. is managed by PennantPark Investment Advisers, LLC.
ABOUT PENNANTPARK INVESTMENT ADVISERS, LLC
PennantPark Investment Advisers, LLC is a leading middle-market credit platform, managing $6.1 billion of investable capital, including potential leverage. Since its inception in 2007, PennantPark Investment Advisers, LLC has provided investors access to middle-market credit by offering private equity firms and their portfolio companies as well as other middle-market borrowers a comprehensive range of creative and flexible financing solutions. PennantPark Investment Advisers, LLC is headquartered in Miami and has offices in New York, Chicago, Houston, and Los Angeles.
FORWARD-LOOKING STATEMENTS
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended ("the Exchange Act"), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports PennantPark Floating Rate Capital Ltd. files under the Exchange Act. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results, and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the SEC. PennantPark Floating Rate Capital Ltd. undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
We may use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations.
CONTACT: |
Richard T. Allorto, Jr. |
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PennantPark Floating Rate Capital Ltd. |
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(212) 905-1000 |
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www.pennantpark.com |