UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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☒ |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 3, 2022 was
The registrant’s Form 10-Q filed with the SEC on August 3, 2022, did not include inline XBRL tagging. The sole purpose of this Amendment No. 1 to the registrant’s Form 10-Q for the quarterly period ended June 30, 2022 is to add inline XBRL tagging to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No changes have been made to the registrant’s Form 10-Q. This Amendment No. 1 does not reflect any subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the original filing.
PENNANTPARK FLOATING RATE CAPITAL LTD.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS
2
PART I—CONSOLIDATED FINANCIAL INFORMATION
We are filing this Quarterly Report on Form 10-Q, or the Report, in compliance with Rule 13a-13 as promulgated by the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In this Report, except where the context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to PennantPark Floating Rate Capital Ltd. and its wholly-owned consolidated subsidiaries; “Funding I” refers to PennantPark Floating Rate Funding I, LLC; “Taxable Subsidiary” refers to PFLT Investment Holdings, LLC; “PSSL” refers to PennantPark Senior Secured Loan Fund I LLC, an unconsolidated joint venture; “PTSF” refers to PennantPark-TSO Senior Loan Fund, LP, an unconsolidated limited partnership; “PennantPark Investment Advisers” or “Investment Adviser” refer to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “2023 Notes” refers to our 4.3% Series A notes due 2023; “2026 Notes” refers to our 4.25% Notes due 2026; “1940 Act” refers to the Investment Company Act of 1940, as amended; “SBCAA” refers to the Small Business Credit Availability Act; “Code” refers to the Internal Revenue Code of 1986, as amended; “RIC” refers to a regulated investment company under the Code; “BDC” refers to a business development company under the 1940 Act; “Prior Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended and restated with Truist Bank (formerly SunTrust Bank) and other lenders, originally entered into on June 23, 2011 and terminated on August 12, 2021; “Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended from time to time, with Truist Bank and other lenders, or the “Lenders,” entered into on August 12, 2021; “Securitization Issuer” refers to PennantPark CLO I, Ltd.; “Securitization Issuers” refers to the Securitization Issuer and PennantPark CLO I, LLC; “Debt Securitization” refers to the $301.4 million term debt securitization completed by the Securitization Issuers; “2031 Asset-Backed Debt” refers to (i) the issuance of the Class A-1 Senior Secured Floating Rate Notes due 2031, the Class A-2 Senior Secured Fixed Rate Notes due 2031, the Class B-1 Senior Secured Floating Rate Notes due 2031, the Class B-2 Senior Secured Fixed Rate Notes due 2031, the Class C-1 Secured Deferrable Floating Rate Notes due 2031, the Class C-2 Notes Secured Deferrable Fixed Rate Notes due 2031, and the Class D Secured Deferrable Floating Notes due 2031 and (ii) the borrowing of the Class A‑1 Senior Secured Floating Rate Notes due 2031 by the Securitization Issuers in connection with the Debt Securitization; and “Depositor” refers to PennantPark CLO I Depositor, LLC. References to our portfolio, our investments, our multi-currency, senior secured revolving credit facility, as amended and restated, or the Credit Facility, and our business include investments we make through our subsidiaries.
3
Item 1. Consolidated Financial Statements
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share data)
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June 30, 2022 |
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September 30, 2021 |
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(unaudited) |
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Assets |
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Investments at fair value |
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Non-controlled, non-affiliated investments (cost— $924,233 and $824,542, respectively |
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$ |
944,658 |
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$ |
856,806 |
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Non-controlled, affiliated investments (cost— $ — and $22,380, respectively |
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— |
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7,433 |
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Controlled, affiliated investments (cost— $294,469 and $223,714, respectively |
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281,784 |
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217,380 |
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Total investments (cost— $1,218,702 and $1,070,636, respectively |
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1,226,442 |
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1,081,619 |
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Cash and cash equivalents (cost—$40,632 and $49,825, respectively) |
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40,616 |
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49,825 |
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Interest receivable |
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6,209 |
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5,446 |
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Receivable for investments sold |
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6,609 |
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33,966 |
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Prepaid expenses and other assets |
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11,278 |
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— |
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Total assets |
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1,291,154 |
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1,170,856 |
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Liabilities |
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Distributions payable |
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3,928 |
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3,690 |
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Payable for investments purchased |
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9,800 |
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13,546 |
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Credit Facility payable, at fair value (cost—$259,277 and $219,400, respectively) (See Notes 5 and 10) |
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253,443 |
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218,851 |
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2023 Notes payable, at fair value (par—$97,006 and $117,793, respectively) (See Notes 5 and 10) |
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94,717 |
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111,114 |
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2026 Notes payable, net (par—$185,000 and $100,000, respectively) (See Notes 5 and 10) |
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182,082 |
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97,171 |
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2031 Asset-Backed Debt, net (par—$228,000) (See Notes 5 and 10) |
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225,970 |
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225,497 |
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Interest payable on debt |
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4,500 |
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5,455 |
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Base management fee payable (See Note 3) |
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3,062 |
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2,707 |
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Performance-based incentive fee payable (See Note 3) |
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2,576 |
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624 |
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Deferred tax liability |
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5,340 |
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— |
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Accrued other expenses |
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823 |
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1,590 |
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Total liabilities |
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786,241 |
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680,245 |
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Commitments and contingencies (See Note 11) |
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Net assets |
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Common stock, 41,345,638 and 38,880,728 shares issued and outstanding, respectively |
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41 |
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39 |
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Paid-in capital in excess of par value |
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570,663 |
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538,814 |
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Accumulated deficit |
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(65,791 |
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(48,242 |
) |
Total net assets |
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$ |
504,913 |
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$ |
490,611 |
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Total liabilities and net assets |
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$ |
1,291,154 |
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$ |
1,170,856 |
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Net asset value per share |
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$ |
12.21 |
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$ |
12.62 |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
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Three Months Ended June 30, |
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Nine Months Ended June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Investment income: |
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From non-controlled, non-affiliated investments: |
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Interest |
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$ |
16,701 |
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$ |
14,495 |
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$ |
49,753 |
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$ |
43,521 |
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Dividend |
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577 |
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— |
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1,731 |
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— |
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Other income |
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285 |
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1,161 |
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3,795 |
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2,534 |
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From non-controlled, affiliated investments: |
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Interest |
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— |
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— |
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112 |
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280 |
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Other income |
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— |
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— |
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— |
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122 |
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From controlled, affiliated investments: |
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Interest |
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4,228 |
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2,931 |
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10,633 |
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8,253 |
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Dividend |
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3,938 |
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2,319 |
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10,675 |
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6,169 |
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Other Income |
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— |
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— |
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— |
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|
|
195 |
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Total investment income |
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25,729 |
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20,906 |
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76,699 |
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61,074 |
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Expenses: |
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Base management fee (See Note 3) |
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3,062 |
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2,622 |
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8,904 |
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7,972 |
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Performance-based incentive fee (See Note 3) |
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2,576 |
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1,652 |
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8,461 |
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4,716 |
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Interest and expenses on debt (See Note 10) |
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7,369 |
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5,903 |
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20,713 |
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16,025 |
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Administrative services expenses (See Note 3) |
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144 |
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150 |
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431 |
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|
750 |
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Other general and administrative expenses |
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655 |
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|
200 |
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1,964 |
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|
1,000 |
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Expenses before provision for taxes |
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|
13,806 |
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|
10,527 |
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|
40,473 |
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30,463 |
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Provision for taxes on net investment income |
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|
100 |
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|
100 |
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|
300 |
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|
300 |
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Total expenses |
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13,906 |
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|
10,627 |
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|
40,773 |
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|
|
30,763 |
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Net investment income |
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|
11,823 |
|
|
|
10,279 |
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|
35,926 |
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30,311 |
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Realized and unrealized gain (loss) on investments and debt: |
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Net realized gain (loss) on: |
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Non-controlled, non-affiliated investments |
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|
701 |
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|
7,614 |
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10,694 |
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6,380 |
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Non-controlled and controlled, affiliated investments |
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— |
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|
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(20,588 |
) |
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(22,315 |
) |
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(21,640 |
) |
Net realized gain (loss) on investments |
|
|
701 |
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|
|
(12,974 |
) |
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|
(11,621 |
) |
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(15,260 |
) |
Net change in unrealized appreciation (depreciation) on: |
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|
|
|
|
|
|
|
|
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Non-controlled, non-affiliated investments |
|
|
(11,204 |
) |
|
|
(6,281 |
) |
|
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(12,243 |
) |
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|
28,407 |
|
Controlled and non-controlled, affiliated investments |
|
|
(6,431 |
) |
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|
20,451 |
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|
|
8,597 |
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|
|
20,370 |
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Provision for taxes on unrealized appreciation on investments |
|
|
— |
|
|
|
— |
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|
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(5,340 |
) |
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— |
|
Debt (appreciation) depreciation (See Note 5 and 10) |
|
|
26 |
|
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|
3,232 |
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|
|
1,273 |
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|
|
(11,317 |
) |
Net change in unrealized (depreciation) appreciation on investments and debt |
|
|
(17,609 |
) |
|
|
17,402 |
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|
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(7,713 |
) |
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|
37,460 |
|
Net realized and unrealized (loss) gain from investments and debt |
|
|
(16,908 |
) |
|
|
4,428 |
|
|
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(19,334 |
) |
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|
22,200 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
(5,085 |
) |
|
$ |
14,707 |
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|
$ |
16,592 |
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$ |
52,511 |
|
Net increase (decrease) in net assets resulting from operations per common share (See Note 7) |
|
$ |
(0.12 |
) |
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$ |
0.38 |
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$ |
0.42 |
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$ |
1.35 |
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Net investment income per common share |
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$ |
0.29 |
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$ |
0.27 |
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$ |
0.90 |
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$ |
0.78 |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share issue data)
(Unaudited)
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Three Months Ended June 30, |
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Nine Months Ended June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Net increase (decrease) in net assets from operations: |
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Net investment income |
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$ |
11,823 |
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$ |
10,279 |
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$ |
35,926 |
|
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$ |
30,311 |
|
Net realized gain (loss) on investments |
|
|
701 |
|
|
|
(12,974 |
) |
|
|
(11,621 |
) |
|
|
(15,260 |
) |
Net change in unrealized appreciation (depreciation) on investments |
|
|
(17,635 |
) |
|
|
14,170 |
|
|
|
(3,646 |
) |
|
|
48,777 |
|
Net change in provision for taxes on unrealized appreciation on investments |
|
|
— |
|
|
|
— |
|
|
|
(5,340 |
) |
|
|
— |
|
Net change in unrealized (appreciation) depreciation on debt |
|
|
26 |
|
|
|
3,232 |
|
|
|
1,273 |
|
|
|
(11,317 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
(5,085 |
) |
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|
14,707 |
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|
16,592 |
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|
52,511 |
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Distributions to stockholders: |
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Distribution of net investment income |
|
|
(11,780 |
) |
|
|
(11,050 |
) |
|
|
(34,141 |
) |
|
|
(33,150 |
) |
Total distributions to stockholders |
|
|
(11,780 |
) |
|
|
(11,050 |
) |
|
|
(34,141 |
) |
|
|
(33,150 |
) |
Capital transactions |
|
|
|
|
|
|
|
|
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|
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|
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Public offering (See Note 1) |
|
|
1,820 |
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|
|
— |
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|
32,336 |
|
|
|
— |
|
Offering costs |
|
|
(28 |
) |
|
|
— |
|
|
|
(486 |
) |
|
|
— |
|
Net increase in net assets resulting from capital transactions |
|
|
1,792 |
|
|
|
— |
|
|
|
31,850 |
|
|
|
— |
|
Net increase (decrease) in net assets |
|
|
(15,073 |
) |
|
|
3,657 |
|
|
|
14,300 |
|
|
|
19,361 |
|
Net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
519,986 |
|
|
|
492,974 |
|
|
|
490,611 |
|
|
|
477,270 |
|
End of period |
|
$ |
504,913 |
|
|
$ |
496,631 |
|
|
$ |
504,912 |
|
|
$ |
496,631 |
|
Capital share activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issued from public offering |
|
|
136,072 |
|
|
|
— |
|
|
|
2,464,910 |
|
|
|
— |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
Nine months ended June 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
$ |
16,593 |
|
|
$ |
52,511 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash |
|
|
|
|
|
|
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Net change in unrealized depreciation (appreciation) on investments |
|
|
3,645 |
|
|
|
(48,777 |
) |
Net change in unrealized (depreciation) appreciation on debt |
|
|
(1,273 |
) |
|
|
11,317 |
|
Net realized loss on investments |
|
|
11,621 |
|
|
|
15,260 |
|
Net accretion of discount and amortization of premium |
|
|
(2,920 |
) |
|
|
(1,927 |
) |
Purchases of investments |
|
|
(553,106 |
) |
|
|
(475,456 |
) |
Payment-in-kind interest |
|
|
(1,203 |
) |
|
|
(2,589 |
) |
Proceeds from dispositions of investments |
|
|
397,184 |
|
|
|
565,539 |
|
Amortization of deferred financing costs |
|
|
385 |
|
|
|
646 |
|
(Increase) decrease in interest receivable |
|
|
(1,913 |
) |
|
|
(2,646 |
) |
Decrease (increase) in receivable for investments sold |
|
|
27,357 |
|
|
|
(11,954 |
) |
(Decrease) increase in prepaid expenses and other assets |
|
|
(10,127 |
) |
|
|
173 |
|
(Decrease) increase in payable for investments purchased |
|
|
(3,746 |
) |
|
|
23,477 |
|
Decrease in interest payable on debt |
|
|
(955 |
) |
|
|
(503 |
) |
Increase (decrease) in base management fee payable |
|
|
355 |
|
|
|
(155 |
) |
Increase (decrease) in performance-based incentive fee payable |
|
|
1,952 |
|
|
|
(419 |
) |
Increase in deferred tax liability |
|
|
5,340 |
|
|
|
— |
|
(Decrease) in accrued other expenses |
|
|
(768 |
) |
|
|
(66 |
) |
Net cash (used in) provided by operating activities |
|
|
(111,578 |
) |
|
|
124,431 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from public offering |
|
|
32,336 |
|
|
|
— |
|
Offering costs |
|
|
(485 |
) |
|
|
— |
|
Distributions paid to stockholders |
|
|
(33,904 |
) |
|
|
(33,150 |
) |
Repayment of 2023 Notes issuance (See Notes 5 and 10) |
|
|
(20,787 |
) |
|
|
(20,787 |
) |
Proceeds from 2026 Notes issuance (See Notes 5 and 10) |
|
|
84,333 |
|
|
|
96,841 |
|
Borrowings under Credit Facility (See Notes 5 and 10) |
|
|
147,254 |
|
|
|
255,500 |
|
Repayments under Credit Facility (See Notes 5 and 10) |
|
|
(107,000 |
) |
|
|
(430,699 |
) |
Net cash provided by (used in) financing activities |
|
|
101,747 |
|
|
|
(132,295 |
) |
Net decrease in cash equivalents |
|
|
(9,832 |
) |
|
|
(7,864 |
) |
Effect of exchange rate changes on cash |
|
|
622 |
|
|
|
(945 |
) |
Cash and cash equivalents, beginning of period |
|
|
49,826 |
|
|
|
57,512 |
|
Cash and cash equivalents, end of period |
|
$ |
40,616 |
|
|
$ |
48,703 |
|
Supplemental disclosures: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
(20,610 |
) |
|
$ |
15,883 |
|
Taxes paid |
|
$ |
2,557 |
|
|
$ |
405 |
|
Non-cash exchanges and conversions |
|
$ |
50,352 |
|
|
$ |
20,491 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—187.1% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First Lien Secured Debt—166.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ad.net Acquisition, LLC |
|
05/06/2026 |
|
Media |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
4,950 |
|
|
|
4,890 |
|
|
|
4,950 |
|
|
Ad.net Acquisition, LLC (Revolver) (7), (9) |
|
05/06/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,244 |
|
|
|
— |
|
|
|
— |
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
IT Services |
|
|
9.24 |
% |
|
3M L+800 |
|
|
|
4,863 |
|
|
|
4,821 |
|
|
|
4,632 |
|
|
Altamira Technologies, LLC (Revolver) (7) |
|
07/24/2025 |
|
IT Services |
|
|
10.25 |
% |
|
3M L+800 |
|
|
|
575 |
|
|
|
575 |
|
|
|
548 |
|
|
Altamira Technologies, LLC (Revolver) (7), (9) |
|
07/24/2025 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,581 |
|
|
|
— |
|
|
|
(75 |
) |
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
7,624 |
|
|
|
7,574 |
|
|
|
7,624 |
|
|
American Teleconferencing Services, Ltd.(7) |
|
06/08/2023 |
|
Telecommunications |
|
0.00% |
|
(6) |
|
— |
|
|
|
7,986 |
|
|
|
7,915 |
|
|
|
- |
|
|
American Teleconferencing Services, Ltd. (Revolver) (7) |
|
12/08/2022 |
|
Telecommunications |
|
0.00% |
|
(6) |
|
— |
|
|
|
1,656 |
|
|
|
1,642 |
|
|
|
994 |
|
|
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation) |
|
06/10/2025 |
|
Media |
|
|
8.65 |
% |
|
3M L+625 |
|
|
|
14,140 |
|
|
|
13,974 |
|
|
|
14,069 |
|
|
Any Hour Services |
|
07/21/2027 |
|
Energy Equipment and Services |
|
|
6.55 |
% |
|
|||||||||||||||