UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the |
Date of Report: February 07, 2013
(Date of earliest event reported)
PennantPark Floating Rate Capital Ltd.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction
of incorporation)
814-00891
(Commission File Number)
27-3794690
(IRS Employer
Identification Number)
590 Madison Avenue, 15th Floor, New York, NY
(Address of principal executive offices)
10022
(Zip Code)
212-905-1000
(Registrant's telephone number, including area code)
Not Applicable
(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:
- o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
- o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Item 2.02. Results of Operations and Financial Condition On February 7, 2013, PennantPark Floating Rate Capital Ltd. issued a press release announcing its financial results for its first fiscal quarter ended December 31, 2012. 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 furnished herewith, 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 under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: February 07, 2013 |
PENNANTPARK FLOATING RATE CAPITAL LTD.
By: /s/ Aviv Efrat |
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| Exhibit No. | Description |
| 99.1 | Press Release of PennantPark Floating Rate Capital Ltd. dated February 07, 2013 |
NEW YORK, NY -- (Marketwire - February 07, 2013) - PennantPark Floating Rate Capital Ltd. (NASDAQ: PFLT) announced today financial results for its first fiscal quarter ended December 31, 2012.
HIGHLIGHTS Quarter ended December 31, 2012 ($in millions, except per share amounts) Assets and Liabilities: Investment portfolio $ 180.8 Net assets $ 95.8 Net asset value per share $ 13.99 Credit Facility Drawn (cost $85.8) $ 85.8 Yield on debt investments at quarter-end 8.9% Operating Results: Net investment income $ 2.1 Net investment income per share $ 0.30 Distributions declared per share $ 0.2475 Portfolio Activity: Purchases of investments $ 38.9 Sales and repayments of investments $ 30.3 Number of new portfolio companies invested 12 Number of existing portfolio companies invested 2 Number of portfolio companies at quarter-end 64
CONFERENCE CALL AT 10:00 A.M. ET ON FEBRUARY 8, 2013
PennantPark Floating Rate Capital Ltd. ("we," "our," "us" or "Company") will host a conference call at 10:00 a.m. (Eastern Time) on Friday, February 8, 2013 to discuss its financial results. All interested parties are welcome to participate. You can access the conference call by dialing (888) 417-8516 approximately 5-10 minutes prior to the call. International callers should dial (719) 325-2464. All callers should reference PennantPark Floating Rate Capital Ltd. An archived replay of the call will be available through February 22, 2013 by calling (888) 203-1112. International callers please dial (719) 457-0820. For all phone replays, please reference conference ID #4475931.
PORTFOLIO AND INVESTMENT ACTIVITY
As of December 31, 2012, our portfolio totaled $180.8 million and consisted of $157.2 million of senior secured loans, $10.5 million of second lien secured debt and $13.1 million of subordinated debt, preferred and common equity investments. Our debt portfolio consisted of 87% floating rate investments (including 81% with a London Interbank Offered Rate, or LIBOR, or prime floor) and 13% fixed-rate investments. Overall, the portfolio had unrealized depreciation of $0.1 million. Our overall portfolio consisted of 64 companies with an average investment size of $2.8 million, a weighted average yield on debt investments of 8.9%, and was invested 87% in senior secured loans, 6% in second lien secured debt and 7% in subordinated debt, preferred and common equity investments.
As of September 30, 2012, our portfolio totaled $171.8 million and consisted of $150.2 million of senior secured loans, $12.0 million of second lien secured debt and $9.6 million of subordinated debt, preferred and common equity investments. Our debt portfolio consisted of 85% floating rate investments (including 81% with a LIBOR, or prime floor) and 15% fixed-rate investments. Overall, the portfolio had unrealized appreciation of $0.3 million. Our overall portfolio consisted of 61 companies with an average investment size of $2.8 million, had a weighted average yield on debt investments of 8.6%, and was invested 87% in senior secured loans, 7% in second lien secured debt and 6% in subordinated debt, preferred and common equity investments.
For the three months ended December 31, 2012, we invested $38.9 million in 12 new portfolio companies and two existing portfolio companies with a weighted average yield on debt investments of 9.6%. Sales and repayments of investments for the three months ended December 31, 2012 totaled $30.3 million.
For the three months ended December 31, 2011, we invested $39.3 million in 13 new portfolio companies and two existing portfolio companies with a weighted average yield on debt investments of 9.4%. Sales and repayments of investments for the three months ended December 31, 2011 totaled $22.3 million.
RESULTS OF OPERATIONS
Set forth below are the results of operations for the three months ended December 31, 2012 and 2011.
Investment Income
Investment income for the three months ended December 31, 2012 was $4.0 million and was attributable to $3.3 million from senior secured loans, $0.3 million from second lien secured debt investments and $0.4 million from subordinated debt investments. This compares to investment income for the three months ended December 31, 2011, which was $2.5 million, and was attributable to $2.0 million from senior secured loan investments, $0.3 million from second lien secured debt investments and $0.2 million from subordinated debt investments. The increase in investment income is due to a larger portfolio which was funded through both our senior secured revolving credit facility, or the Credit Facility, and rotation out of lower yielding assets.
Expenses
Expenses for the three months ended December 31, 2012 totaled $1.9 million. Base management fees for the same period totaled $0.5 million, performance-based incentive fees totaled $0.4 million, Credit Facility expenses totaled $0.5 million, general and administrative expenses totaled $0.5 million and excise taxes were less than $0.1 million. This compares to expenses for the three months ended December 31, 2011, which totaled $1.1 million. Base management fees for the same period totaled $0.3 million, performance-based incentive fees totaled zero, or the Credit Facility expenses totaled $0.3 million and general and administrative expenses totaled $0.5 million. The increase in management fees, incentive fees and Credit Facility expenses is due to the growth of our portfolio.
Net Investment Income
Net investment income totaled $2.1 million, or $0.30 per share, for the three months ended December 31, 2012, and $1.4 million, or $0.20 per share, for the three months ended December 31, 2011. The increase in net investment income is due to a larger portfolio and higher yielding assets offset by higher Credit Facility expenses and management and incentive fees.
Net Realized Gains or Losses
Sales and repayments of investments for the three months ended December 31, 2012 totaled $30.3 million and realized gains totaled $0.4 million. Sales and repayments of long-term investments totaled $22.3 million and realized gains totaled $0.3 million for the three months ended December 31, 2011. The increase in realized gains was driven by a higher volume of repayments than the comparable period.
Unrealized Appreciation or Depreciation on Investments and Credit Facility
For the three months ended December 31, 2012 and 2011, we reported unrealized (depreciation) appreciation on investments of $(0.4) million and $1.1 million, respectively. As of December 31, 2012 and September 30, 2012, net unrealized (depreciation) appreciation on investments totaled $(0.1) million and $0.3 million, respectively. The change in the three month period compared to last year is the result of the reversal of unrealized gains upon exiting our investments and changes in market values.
For the three months ended December 31, 2012 and 2011, our Credit Facility had a change in unrealized (appreciation) depreciation of $(0.4) million and $0.4 million, respectively. As of December 31, 2012 and September 30, 2012, net unrealized (appreciation) depreciation on our Credit Facility totaled zero and $0.4 million, respectively. The change in the three month period compared to last year was due to changes in the leveraged finance markets.
Net Increase in Net Assets Resulting from Operations
Net increase in net assets resulting from operations totaled $1.8 million, or $0.26 per share, for the three months ended December 31, 2012. This compares to a net increase in net assets resulting from operations which totaled $3.1 million, or $0.45 per share, for the three months ended December 31, 2011. The decrease in net assets resulting from operations compared to last year is due to changes in fair value of our investments due to changes in the leveraged finance markets.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are derived from proceeds of our initial public offering, our Credit Facility, cash flows from operations, including investment sales and repayments, and income earned. 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 Credit Facility, the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
As of December 31, 2012 and September 30, 2012, there were $85.8 million and $75.5 million of outstanding borrowings under the Credit Facility, respectively, with an interest rate of 2.47%, in each case excluding the 0.375% undrawn commitment fee.
Our operating activities used cash of $8.5 million for the three months ended December 31, 2012, and our financing activities provided net cash proceeds of $8.6 million for the same period. Our operating activities used cash primarily for net investing that was financed by net draws under the Credit Facility.
Our operating activities used cash of $11.3 million for the three months ended December 31, 2011, and our financing activities provided net cash proceeds of $9.0 million for the same period. Our operating activities used cash primarily for net investing that was financed by net draws under the Credit Facility.
DISTRIBUTIONS
During the three months ended December 31, 2012 and 2011, we declared distributions of approximately $0.25 and $0.21 per share, respectively, for total distributions of $1.7 million and $1.4 million, respectively. We monitor available net investment income to determine if a tax return of capital 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, a portion of those distributions may be deemed to be a tax return of capital to our common stockholders. Tax characteristics of all distributions will be reported to stockholders on Form 1099-DIV after the end of the calendar year and in our periodic reports filed with the Securities and Exchange Commission, or the SEC.
RECENT DEVELOPMENTS
Under terms agreed among us, PennantPark Investment Advisers, LLC, or the Investment Adviser, and underwriters of our initial public offering, the Investment Adviser paid 2% of the underwriters' sales load, or approximately $2.1 million in the aggregate, on our behalf. We agreed to repay such amount to the Investment Adviser upon its achievement of a benchmark return over four consecutive quarters, and the Investment Adviser agreed to use such amount to purchase shares of our common stock over a six-month period following such repayment. We met the conditions for repayment of the Investment Adviser at the end of the quarter ended December 31, 2012 and repaid approximately $2.1 million to the Investment Adviser. The Investment Adviser announced that it intends to purchase shares of our common stock in the secondary market over the applicable six-month purchase period in compliance with applicable law and SEC guidance.
AVAILABLE INFORMATION
The Company makes available on its website its report on Form 10-Q filed with the SEC and stockholders may find the report on its website at www.pennantpark.com.
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
December 31, September 30,
2012 2012
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(unaudited)
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Assets
Investments at fair value
Non-controlled, non-affiliated investments,
at fair value (cost--$180,898,304 and
$171,578,009, respectively) $ 180,795,910 $ 171,834,400
Cash equivalents 3,987,645 3,845,803
Interest receivable 1,089,228 1,388,867
Receivable for investments sold -- 986,278
Prepaid expenses and other assets 256,196 311,313
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Total assets 186,128,979 178,366,661
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Liabilities
Distributions payable 565,180 548,053
Payable for investments purchased -- 3,357,500
Credit Facility payable (cost--$85,775,000 and
$75,500,000, respectively) 85,775,000 75,122,500
Interest payable on Credit Facility 162,800 161,550
Management fee payable 458,986 424,747
Performance-based incentive fees payable 713,068 506,314
Accrued other expenses 585,177 447,120
Accrued sales load charges 2,055,000 2,055,000
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Total liabilities 90,315,211 82,622,784
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Net Assets
Common stock, 6,850,667 shares are issued and
outstanding.
Par value $0.001 per share and 100,000,000
shares authorized. 6,851 6,851
Paid-in capital in excess of par value 95,192,222 95,192,222
Distributions in excess of net investment
income (949,667) (1,313,000)
Accumulated net realized gain on investments 1,666,756 1,223,913
Net unrealized (depreciation) appreciation on
investments (102,394) 256,391
Net unrealized depreciation on Credit Facility -- 377,500
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Total net assets $ 95,813,768 $ 95,743,877
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Total liabilities and net assets $ 186,128,979 $ 178,366,661
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Net asset value per share $ 13.99 $ 13.98
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PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
December 31,
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2012 2011
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Investment income:
From non-controlled, non-affiliated
investments:
Interest $ 3,638,227 $ 2,467,028
Other income 324,446 --
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Total investment income 3,962,673 2,467,028
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Expenses:
Base management fees 458,986 315,845
Performance-based incentive fees 417,029 --
Interest and expenses on the Credit Facility 471,068 278,980
Administrative services expenses 155,145 138,335
Other general and administrative expenses 367,500 358,969
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Expenses before excise tax expense 1,869,728 1,092,129
Excise tax 34,072 --
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Total expenses 1,903,800 1,092,129
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Net investment income 2,058,873 1,374,899
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Realized and unrealized gain (loss) on
investments and Credit Facility:
Net realized gain on non-controlled, non-
affiliated investments 442,843 310,175
Net change in unrealized (depreciation)
appreciation on:
Non-controlled, non-affiliated investments (358,785) 1,069,091
Credit Facility (appreciation) depreciation (377,500) 351,000
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Net change in unrealized (depreciation)
appreciation on investments and Credit
Facility (736,285) 1,420,091
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Net realized and unrealized (loss) gain from
investments and Credit Facility (293,442) 1,730,266
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Net increase in net assets resulting from
operations $ 1,765,431 $ 3,105,165
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Net increase in net assets resulting from
operations per common share $ 0.26 $ 0.45
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Net investment income per common share $ 0.30 $ 0.20
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ABOUT PENNANTPARK FLOATING RATE CAPITAL LTD.
PennantPark Floating Rate Capital Ltd. is a business development company which primarily invests in U.S. middle-market private companies in the form of floating rate senior secured loans. From time to time, the Company may also invest in mezzanine debt and equity investments. PennantPark Floating Rate Capital Ltd. is managed by PennantPark Investment Advisers, LLC.
FORWARD-LOOKING STATEMENTS
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
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. 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 do not undertake to update our forward-looking statements unless required by law.
CONTACT: Aviv Efrat PennantPark Floating Rate Capital Ltd. Reception: (212) 905-1000 www.pennantpark.com