7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00891
PENNANTPARK FLOATING RATE CAPITAL LTD.
(Exact name of registrant as specified in its charter)
|
MARYLAND |
|
27-3794690 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
590 Madison Avenue, 15th Floor New York, N.Y. |
|
10022 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(212) 905-1000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
|
Common Stock, par value $0.001 per share |
PFLT |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☒ |
|
|
|
|
|
|||
|
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
|
|
|
|
|
|
|
|
|
Emerging growth company |
|
☐ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May 11, 2020 was 38,772,074.
PENNANTPARK FLOATING RATE CAPITAL LTD.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2020
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” refer 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; “PennantPark Investment Advisers” or “Investment Adviser” refers to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refer to PennantPark Investment Administration, LLC; “2023 Notes” refer to our 4.3% Series A notes due 2023; “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; “MCG” refers to MCG Capital Corporation; “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, or the Lenders; “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
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
|
|
|
March 31, 2020 |
|
|
September 30, 2019 |
|
||
|
|
|
(unaudited) |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
Investments at fair value |
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments (cost—$1,048,160,082 and $886,955,156, respectively) |
|
$ |
1,012,983,114 |
|
|
$ |
889,113,264 |
|
|
Non-controlled, affiliated investments (cost—$25,970,270 and $23,645,693, respectively) |
|
|
11,138,636 |
|
|
|
20,430,565 |
|
|
Controlled, affiliated investments (cost—$176,312,500 and $174,562,500, respectively) |
|
|
154,838,109 |
|
|
|
172,163,080 |
|
|
Total of investments (cost—$1,250,442,852 and $1,085,172,349, respectively) |
|
|
1,178,959,859 |
|
|
|
1,081,706,909 |
|
|
Cash and cash equivalents (cost—$30,223,951 and $63,367,237, respectively) |
|
|
29,993,752 |
|
|
|
63,337,728 |
|
|
Interest receivable |
|
|
4,146,825 |
|
|
|
3,892,292 |
|
|
Receivable for investments sold |
|
|
9,050,000 |
|
|
|
2,997,546 |
|
|
Prepaid expenses and other assets |
|
|
464,179 |
|
|
|
441,337 |
|
|
Total assets |
|
|
1,222,614,615 |
|
|
|
1,152,375,812 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Distributions payable |
|
|
3,683,347 |
|
|
|
3,683,347 |
|
|
Payable for investments purchased |
|
|
— |
|
|
|
12,033,794 |
|
|
Credit Facility payable, at fair value (cost—$413,307,500 and $265,307,500, respectively) (See Notes 5 and 10) |
|
|
400,592,492 |
|
|
|
263,988,583 |
|
|
2023 Notes payable, at fair value (par—$138,579,858) (See Notes 5 and 10) |
|
|
111,736,940 |
|
|
|
135,240,084 |
|
|
2031 Asset-Backed Debt, net (par—$228,000,000) (See Notes 5 and 10) |
|
|
224,550,913 |
|
|
|
224,321,845 |
|
|
Interest payable on debt |
|
|
4,903,259 |
|
|
|
3,275,481 |
|
|
Base management fee payable (See Note 3) |
|
|
2,948,941 |
|
|
|
2,728,019 |
|
|
Performance-based incentive fee payable (See Note 3) |
|
|
2,937,024 |
|
|
|
2,532,205 |
|
|
Accrued other expenses |
|
|
1,432,425 |
|
|
|
1,514,943 |
|
|
Total liabilities |
|
|
752,785,341 |
|
|
|
649,318,301 |
|
|
Commitments and contingencies (See Note 11) |
|
|
|
|
|
|
|
|
|
Net assets |
|
|
|
|
|
|
|
|
|
Common stock, 38,772,074 shares issued and outstanding Par value $0.001 per share and 100,000,000 shares authorized |
|
|
38,772 |
|
|
|
38,772 |
|
|
Paid-in capital in excess of par value |
|
|
538,632,828 |
|
|
|
538,632,828 |
|
|
Distributable income |
|
|
(68,842,326 |
) |
|
|
(35,614,089 |
) |
|
Total net assets |
|
$ |
469,829,274 |
|
|
$ |
503,057,511 |
|
|
Total liabilities and net assets |
|
$ |
1,222,614,615 |
|
|
$ |
1,152,375,812 |
|
|
Net asset value per share |
|
$ |
12.12 |
|
|
$ |
12.97 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From non-controlled, non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
20,307,380 |
|
|
$ |
16,825,167 |
|
|
$ |
39,217,274 |
|
|
$ |
34,995,165 |
|
|
Other income |
|
|
1,140,500 |
|
|
|
1,390,690 |
|
|
|
1,913,603 |
|
|
|
2,011,879 |
|
|
From non-controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
233,772 |
|
|
|
— |
|
|
|
459,125 |
|
|
|
— |
|
|
From controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
3,069,785 |
|
|
|
3,214,482 |
|
|
|
6,225,109 |
|
|
|
6,032,527 |
|
|
Dividend |
|
|
1,575,000 |
|
|
|
1,575,000 |
|
|
|
3,150,000 |
|
|
|
3,150,000 |
|
|
Total investment income |
|
|
26,326,437 |
|
|
|
23,005,339 |
|
|
|
50,965,111 |
|
|
|
46,189,571 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base management fee (See Note 3) |
|
|
2,948,941 |
|
|
|
2,418,706 |
|
|
|
5,779,100 |
|
|
|
4,917,472 |
|
|
Performance-based incentive fee (See Note 3) |
|
|
2,937,024 |
|
|
|
2,514,047 |
|
|
|
5,252,859 |
|
|
|
1,321,638 |
|
|
Interest and expenses on debt (See Note 10) |
|
|
7,626,550 |
|
|
|
5,316,180 |
|
|
|
14,933,814 |
|
|
|
10,621,658 |
|
|
Administrative services expenses (See Note 3) |
|
|
350,000 |
|
|
|
350,000 |
|
|
|
700,000 |
|
|
|
850,000 |
|
|
Other general and administrative expenses |
|
|
616,077 |
|
|
|
616,077 |
|
|
|
1,232,153 |
|
|
|
1,232,152 |
|
|
Expenses before amendment costs, debt issuance costs and provision for taxes |
|
|
14,478,592 |
|
|
|
11,215,010 |
|
|
|
27,897,926 |
|
|
|
18,942,920 |
|
|
Credit Facility amendment costs and debt issuance costs (See Notes 5 and 10) |
|
|
— |
|
|
|
5,013 |
|
|
|
— |
|
|
|
4,517,292 |
|
|
Provision for taxes |
|
|
100,000 |
|
|
|
— |
|
|
|
200,000 |
|
|
|
— |
|
|
Total expenses |
|
|
14,578,592 |
|
|
|
11,220,023 |
|
|
|
28,097,926 |
|
|
|
23,460,212 |
|
|
Net investment income |
|
|
11,747,845 |
|
|
|
11,785,316 |
|
|
|
22,867,185 |
|
|
|
22,729,359 |
|
|
Realized and unrealized loss on investments and debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized (loss) gain on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
(1,599,285 |
) |
|
|
1,079,348 |
|
|
|
(586,972 |
) |
|
|
2,002,814 |
|
|
Net realized (loss) gain on investments |
|
|
(1,599,285 |
) |
|
|
1,079,348 |
|
|
|
(586,972 |
) |
|
|
2,002,814 |
|
|
Net change in unrealized depreciation on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
(40,004,484 |
) |
|
|
(13,288,572 |
) |
|
|
(37,625,126 |
) |
|
|
(23,330,111 |
) |
|
Controlled and non-controlled, affiliated investments |
|
|
(24,782,772 |
) |
|
|
573,851 |
|
|
|
(30,682,477 |
) |
|
|
(1,790,617 |
) |
|
Debt depreciation (appreciation) (See Notes 5 and 10) |
|
|
33,537,647 |
|
|
|
(5,621,668 |
) |
|
|
34,899,235 |
|
|
|
(87,975 |
) |
|
Net change in unrealized depreciation on investments and debt |
|
|
(31,249,609 |
) |
|
|
(18,336,389 |
) |
|
|
(33,408,368 |
) |
|
|
(25,208,703 |
) |
|
Net realized and unrealized loss from investments and debt |
|
|
(32,848,894 |
) |
|
|
(17,257,041 |
) |
|
|
(33,995,340 |
) |
|
|
(23,205,889 |
) |
|
Net decrease in net assets resulting from operations |
|
$ |
(21,101,049 |
) |
|
$ |
(5,471,725 |
) |
|
$ |
(11,128,155 |
) |
|
$ |
(476,530 |
) |
|
Net decrease in net assets resulting from operations per common share (See Note 7) |
|
$ |
(0.54 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.29 |
) |
|
$ |
(0.01 |
) |
|
Net investment income per common share |
|
$ |
0.30 |
|
|
$ |
0.30 |
|
|
$ |
0.59 |
|
|
$ |
0.59 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Net decrease in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
11,747,845 |
|
|
$ |
11,785,316 |
|
|
$ |
22,867,185 |
|
|
$ |
22,729,359 |
|
|
Net realized (loss) gain on investments |
|
|
(1,599,285 |
) |
|
|
1,079,348 |
|
|
|
(586,972 |
) |
|
|
2,002,814 |
|
|
Net change in unrealized depreciation on investments |
|
|
(64,787,256 |
) |
|
|
(12,714,721 |
) |
|
|
(68,307,603 |
) |
|
|
(25,120,728 |
) |
|
Net change in unrealized depreciation (appreciation) on debt |
|
|
33,537,647 |
|
|
|
(5,621,668 |
) |
|
|
34,899,235 |
|
|
|
(87,975 |
) |
|
Net decrease in net assets resulting from operations |
|
|
(21,101,049 |
) |
|
|
(5,471,725 |
) |
|
|
(11,128,155 |
) |
|
|
(476,530 |
) |
|
Distributions to stockholders |
|
|
(11,050,041 |
) |
|
|
(11,050,041 |
) |
|
|
(22,100,082 |
) |
|
|
(22,100,082 |
) |
|
Net decrease in net assets |
|
|
(32,151,090 |
) |
|
|
(16,521,766 |
) |
|
|
(33,228,237 |
) |
|
|
(22,576,612 |
) |
|
Net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
501,980,364 |
|
|
|
529,786,722 |
|
|
|
503,057,511 |
|
|
|
535,841,568 |
|
|
End of period |
|
$ |
469,829,274 |
|
|
$ |
513,264,956 |
|
|
$ |
469,829,274 |
|
|
$ |
513,264,956 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Six Months Ended March 31, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from operations |
|
$ |
(11,128,155 |
) |
|
$ |
(476,530 |
) |
|
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Net change in unrealized depreciation on investments |
|
|
68,307,603 |
|
|
|
25,120,728 |
|
|
Net change in unrealized (depreciation) appreciation on debt |
|
|
(34,899,235 |
) |
|
|
87,975 |
|
|
Net realized loss (gain) on investments |
|
|
586,972 |
|
|
|
(2,002,814 |
) |
|
Net accretion of discount and amortization of premium |
|
|
(887,519 |
) |
|
|
(760,733 |
) |
|
Purchases of investments |
|
|
(406,983,072 |
) |
|
|
(316,812,305 |
) |
|
Payment-in-kind interest |
|
|
(1,089,736 |
) |
|
|
(524,049 |
) |
|
Proceeds from dispositions of investments |
|
|
243,107,247 |
|
|
|
333,519,118 |
|
|
Amortization of deferred financing costs |
|
|
229,072 |
|
|
|
— |
|
|
Increase in interest receivable |
|
|
(254,533 |
) |
|
|
(4,404 |
) |
|
Increase in receivable for investments sold |
|
|
(6,052,454 |
) |
|
|
(13,945,000 |
) |
|
(Increase) decrease in prepaid expenses and other assets |
|
|
(22,842 |
) |
|
|
685,972 |
|
|
Decrease in payable for investments purchased |
|
|
(12,033,794 |
) |
|
|
(59,587,222 |
) |
|
Increase in interest payable on debt |
|
|
1,627,778 |
|
|
|
323,459 |
|
|
Increase (decrease) in base management fee payable |
|
|
220,921 |
|
|
|
(923 |
) |
|
Increase (decrease) in performance-based incentive fee payable |
|
|
404,820 |
|
|
|
(784,357 |
) |
|
Decrease in accrued other expenses |
|
|
(82,519 |
) |
|
|
(412,701 |
) |
|
Net cash used in operating activities |
|
|
(158,949,446 |
) |
|
|
(35,573,786 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Distributions paid to stockholders |
|
|
(22,100,082 |
) |
|
|
(22,100,082 |
) |
|
Borrowings under Credit Facility (See Notes 5 and 10) |
|
|
245,000,000 |
|
|
|
190,700,000 |
|
|
Repayments under Credit Facility (See Notes 5 and 10) |
|
|
(97,000,000 |
) |
|
|
(172,120,020 |
) |
|
Net cash provided by (used in) financing activities |
|
|
125,899,918 |
|
|
|
(3,520,102 |
) |
|
Net decrease in cash and cash equivalents |
|
|
(33,049,528 |
) |
|
|
(39,093,888 |
) |
|
Effect of exchange rate changes on cash |
|
|
(294,448 |
) |
|
|
611,740 |
|
|
Cash and cash equivalents, beginning of period |
|
|
63,337,728 |
|
|
|
72,224,183 |
|
|
Cash and cash equivalents, end of period |
|
$ |
29,993,752 |
|
|
$ |
33,742,035 |
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
13,076,964 |
|
|
$ |
10,298,199 |
|
|
Taxes paid |
|
$ |
501,633 |
|
|
$ |
273,941 |
|
|
Non-cash exchanges and conversions |
|
$ |
8,025,882 |
|
|
$ |
18,032,254 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
MARCH 31, 2020
(Unaudited)
|
Issuer Name |
|
Maturity |
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—215.6% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
First Lien Secured Debt—201.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 Freemont Street Acquisition, LLC |
|
08/11/2025 |
|
Hotels, Restaurants and Leisure |
|
|
9.50 |
% |
|
1M L+800 |
|
|
|
6,697,697 |
|
|
$ |
6,572,409 |
|
|
$ |
6,228,858 |
|
|
|
Advantage Sales & Marketing |
|
07/23/2021 |
|
Food and Staples Retailing |
|
|
4.70 |
% |
|
1M L+325 |
|
|
|
1,279,281 |
|
|
|
1,231,422 |
|
|
|
1,228,110 |
|
|
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
IT Services |
|
|
7.78 |
% |
|
3M L+600 |
|
|
|
6,418,750 |
|
|
|
6,329,916 |
|
|
|
6,290,375 |
|
|
|
Altamira Technologies, LLC (Revolver) (7), (9) |
|
07/24/2025 |
|
IT Services |
|
— |
|
|
|
— |
|
|
|
2,156,250 |
|
|
|
— |
|
|
|
(43,125 |
) |
|
|
American Auto Auction Group, LLC |
|
01/02/2024 |
|
Transportation: Consumer |
|
|
5.75 |
% |
|
3M L+475 |
|
|
|
7,423,069 |
|
|
|
7,346,860 |
|
|
|
7,348,838 |
|
|
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
7.40 |
% |
|
3M L+550 |
|
|
|
14,850,035 |
|
|
|
14,621,881 |
|
|
|
14,256,034 |
|
|
|
American Teleconferencing Services, Ltd. |
|
06/08/2023 |
|
Telecommunications |
|
|
8.24 |
% |
|
3M L+650 |
|
|
|
9,659,927 |
|
|
|
9,547,066 |
|
|
|
7,341,544 |
|
|
|
Apex Service Partners, LLC |
|
07/31/2025 |
|
Energy Equipment and Services |
|
|
6.25 |
% |
|
1M L+500 |
|
|
|
6,367,833 |
|
|
|
6,304,948 |
|
|
|
6,320,075 |
|
|
|
Apex Service Partners, LLC (7), (9) |
|
07/31/2021 |
|
Energy Equipment and Services |
|
|
— |
|
|
|
— |
|
|
|
1,844,019 |
|
|
|
— |
|
|
|
(13,830 |
) |
|
API Holdings III Corp. |
|
05/11/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
5.24 |
% |
|
1M L+425 |
|
|
|
5,955,000 |
|
|
|
5,926,012 |
|
|
|
5,776,350 |
|
|
|
BEI Precision Systems & Space Company, Inc. |
|
04/28/2023 |
|
Aerospace and Defense |
|
|
6.58 |
% |
|
3M L+550 |
|
|
|
11,670,000 |
|
|
|
11,600,897 |
|
|
|
11,436,600 |
|
|
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
High Tech Industries |
|
|
7.52 |
% |
|
3M L+625 |
|
|
|
29,352,996 |
|
|
|
29,160,577 |
|
|
|
28,472,406 |
|
|
|
By Light Professional IT Services, LLC (Revolver) (7) |
|
05/16/2022 |
|
High Tech Industries |
|
|
7.67 |
% |
|
3M L+625 |
|
|
|
3,166,448 |
|
|
|
3,166,448 |
|
|
|
3,071,455 |
|
|
|
By Light Professional IT Services, LLC (Revolver) (7), (9) |
|
05/16/2022 |
|
High Tech Industries |
|
— |
|
|
|
— |
|
|
|
1,013,175 |
|
|
|
— |
|
|
|
(30,395 |
) |
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
8.28 |
% |
|
3M L+650 |
|
|
|
2,853,510 |
|
|
|
2,826,599 |
|
|
|
2,754,779 |
|
|
|
Cano Health, LLC |
|
12/23/2021 |
|
Healthcare and Pharmaceuticals |
|
|
7.84 |
% |
|
1M L+625 |
|
|
|
33,684,743 |
|
|
|
33,424,149 |
|
|
|
33,684,743 |
|
|
|
Cardenas Markets LLC |
|
11/29/2023 |
|
Beverage, Food and Tobacco |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
3,815,167 |
|
|
|
3,819,235 |
|
|
|
3,777,015 |
|
|
|
Centauri Group Holdings, LLC |
|
02/12/2024 |
|
Aerospace and Defense |
|
|
6.71 |
% |
|
3M L+525 |
|
|
|
3,265,353 |
|
|
|
3,260,122 |
|
|
|
3,167,392 |
|
|
|
CHA Holdings, Inc. |
|
04/10/2025 |
|
Environmental Industries |
|
|
5.57 |
% |
|
3M L+450 |
|
|
|
7,328,973 |
|
|
|
7,304,186 |
|
|
|
7,182,393 |
|
|
|
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
08/31/2023 |
|
Business Services |
|
— |
|
|
|
— |
|
|
|
711,447 |
|
|
|
— |
|
|
|
(78,259 |
) |
|
|
Compex Legal Services, Inc. |
|
02/09/2026 |
|
Professional Services |
|
|
7.34 |
% |
|
3M L+575 |
|
|
|
7,769,468 |
|
|
|
7,617,787 |
|
|
|
7,370,894 |
|
|
|
Compex Legal Services, Inc. (7), (9) |
|
02/09/2026 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
3,322,470 |
|
|
|
— |
|
|
|
(170,443 |
) |
|
|
Compex Legal Services, Inc. (Revolver) (7) |
|
02/09/2026 |
|
Professional Services |
|
|
6.82 |
% |
|
3M L+575 |
|
|
|
1,405,660 |
|
|
|
1,405,660 |
|
|
|
1,333,550 |
|
|
|
Confluent Health, LLC |
|
06/24/2026 |
|
Healthcare Providers and Services |
|
|
6.01 |
% |
|
1M L+500 |
|
|
|
3,970,000 |
|
|
|
3,930,706 |
|
|
|
3,811,200 |
|
|
|
Datalot Inc. |
|
01/24/2025 |
|
Insurance |
|
|
7.05 |
% |
|
3M L+525 |
|
|
|
15,334,477 |
|
|
|
15,038,297 |
|
|
|
14,724,164 |
|
|
|
Datalot Inc. (Revolver) (7) |
|
01/24/2025 |
|
Insurance |
|
|
6.25 |
% |
|
3M L+525 |
|
|
|
3,833,619 |
|
|
|
3,833,619 |
|
|
|
3,681,041 |
|
|
|
Digital Room Holdings, Inc. |
|
05/22/2026 |
|
Media: Advertising, Printing and Publishing |
|
|
6.07 |
% |
|
1M L+500 |
|
|
|
9,925,000 |
|
|
|
9,776,859 |
|
|
|
9,230,250 |
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
7.20 |
% |
|
3M L+575 |
|
|
|
14,267,647 |
|
|
|
14,111,747 |
|
|
|
13,982,294 |
|
|
|
Douglas Products and Packaging Company LLC (Revolver) (7) |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
9.00 |
% |
|
P+475 |
|
|
|
4,391,176 |
|
|
|
4,391,176 |
|
|
|
4,303,353 |
|
|
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
7.20 |
% |
|
3M L+575 |
|
|
|
9,767,257 |
|
|
|
9,714,220 |
|
|
|
9,571,912 |
|
|
|
DRS Holdings III, Inc. |
|
11/03/2025 |
|
Personal Products |
|
|
7.20 |
% |
|
1M L+575 |
|
|
|
4,987,500 |
|
|
|
4,939,379 |
|
|
|
4,732,140 |
|
|
|
DRS Holdings III, Inc. (Revolver) (7) |
|
11/03/2025 |
|
Personal Products |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
722,973 |
|
|
|
722,973 |
|
|
|
685,957 |
|
|
|
DRS Holdings III, Inc. (Revolver) (7), (9) |
|
11/03/2025 |
|
Personal Products |
|
— |
|
|
|
— |
|
|
|
180,743 |
|
|
|
— |
|
|
|
(9,254 |
) |
|
|
East Valley Tourist Development Authority |
|
03/07/2022 |
|
Hotel, Gaming and Leisure |
|
|
9.07 |
% |
|
3M L+800 |
|
|
|
18,540,775 |
|
|
|
18,447,260 |
|
|
|
18,077,255 |
|
|
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
6.13 |
% |
|
1M L+450 |
|
|
|
5,101,476 |
|
|
|
5,051,875 |
|
|
|
4,820,894 |
|
|
|
ECM Industries, LLC (Revolver) (7) |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
5.70 |
% |
|
1M L+450 |
|
|
|
914,415 |
|
|
|
914,415 |
|
|
|
854,978 |
|
|
|
eCommission Financial Services, Inc. (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
6.38 |
% |
|
1M L+500 |
|
|
|
16,378,750 |
|
|
|
16,378,750 |
|
|
|
16,051,175 |
|
|
|
eCommission Financial Services, Inc. (Revolver) (7), (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
6.00 |
% |
|
1M L+500 |
|
|
|
5,000,000 |
|
|
|
5,000,000 |
|
|
|
4,900,000 |
|
|
|
Education Networks of America, Inc. |
|
05/06/2021 |
|
Telecommunications |
|
|
8.86 |
% |
|
1M L+725 |
|
|
|
10,170,513 |
|
|
|
10,170,513 |
|
|
|
9,814,545 |
|
|
|
Education Networks of America, Inc. (Revolver) (7), (9) |
|
05/06/2021 |
|
Telecommunications |
|
|
8.94 |
% |
|
1M L+725 |
|
|
|
2,197,230 |
|
|
|
2,197,230 |
|
|
|
2,120,327 |
|
|
|
Efficient Collaborative Retail Marketing Company, LLC |
|
06/15/2022 |
|
Media: Diversified and Production |
|
|
7.82 |
% |
|
3M L+675 |
|
|
|
7,189,139 |
|
|
|
7,164,036 |
|
|
|
6,721,845 |
|
|
|
Empire Resorts, Inc. |
|
03/22/2021 |
|
Hotel, Gaming and Leisure |
|
|
3.25 |
% |
|
1M L+225 |
|
|
|
8,025,882 |
|
|
|
8,025,882 |
|
|
|
8,025,882 |
|
|
|
FlexPrint, LLC |
|
01/02/2024 |
|
Professional Services |
|
|
8.81 |
% |
|
3M L+722 |
|
|
|
4,975,898 |
|
|
|
4,910,270 |
|
|
|
4,602,706 |
|
|
|
FlexPrint, LLC (7), (9) |
|
01/02/2024 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
3,077,342 |
|
|
|
— |
|
|
|
(207,720 |
) |
|
|
GCOM Software LLC |
|
11/14/2022 |
|
High Tech Industries |
|
|
7.86 |
% |
|
1M L+625 |
|
|
|
14,075,502 |
|
|
|
13,823,919 |
|
|
|
14,040,313 |
|
|
|
GCOM Software LLC (Revolver) (7) |
|
11/14/2022 |
|
High Tech Industries |
|
|
8.74 |
% |
|
P+425 |
|
|
|
2,666,667 |
|
|
|
2,666,667 |
|
|
|
2,660,000 |
|
|
|
Good2Grow LLC |
|
11/18/2024 |
|
Beverages |
|
|
5.32 |
% |
|
3M L+425 |
|
|
|
6,797,549 |
|
|
|
6,741,917 |
|
|
|
6,321,720 |
|
|
|
Good2Grow LLC (Revolver) (7) |
|
11/18/2024 |
|
Beverages |
|
|
5.25 |
% |
|
3M L+425 |
|
|
|
1,882,200 |
|
|
|
1,882,200 |
|
|
|
1,769,268 |
|
|
|
Good2Grow LLC (Revolver) (7), (9) |
|
11/16/2023 |
|
Beverages |
|
— |
|
|
|
— |
|
|
|
1,254,800 |
|
|
|
— |
|
|
|
(75,288 |
) |
|
|
GSM Holdings, Inc. |
|
06/03/2024 |
|
Consumer Goods: Durable |
|
|
5.56 |
% |
|
3M L+450 |
|
|
|
19,227,856 |
|
|
|
19,127,205 |
|
|
|
18,747,160 |
|
|
|
GSM Holdings, Inc. (Revolver) (7) |
|
06/03/2024 |
|
Consumer Goods: Durable |
|
|
7.15 |
% |
|
3M L+425 |
|
|
|
7,126,484 |
|
|
|
7,126,484 |
|
|
|
6,948,322 |
|
|
|
Holdco Sands Intermediate, LLC |
|
12/19/2025 |
|
Aerospace and Defense |
|
|
7.45 |
% |
|
3M L+600 |
|
|
|
21,650,500 |
|
|
|
21,336,934 |
|
|
|
21,217,490 |
|
|
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
7,454,032 |
|
|
|
7,391,072 |
|
|
|
7,230,411 |
|
|
|
HW Holdco, LLC (Revolver) (7), (9) |
|
12/10/2024 |
|
Media |
|
— |
|
|
|
— |
|
|
|
1,451,613 |
|
|
|
— |
|
|
|
(43,548 |
) |
|
|
IMIA Holdings, Inc. (Revolver) (7) |
|
10/28/2024 |
|
Aerospace and Defense |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
984,252 |
|
|
|
984,252 |
|
|
|
930,118 |
|
|
|
IMIA Holdings, Inc. (Revolver) (7), (9) |
|
10/28/2024 |
|
Aerospace and Defense |
|
— |
|
|
|
— |
|
|
|
984,252 |
|
|
|
— |
|
|
|
(54,134 |
) |
|
|
Impact Group, LLC |
|
06/27/2023 |
|
Wholesale |
|
|
8.04 |
% |
|
1M L+650 |
|
|
|
12,739,165 |
|
|
|
12,681,686 |
|
|
|
10,891,986 |
|
|
|
Innova Medical Ophthalmics Inc. (5), (10) |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.70 |
% |
|
3M L+625 |
|
|
|
3,288,645 |
|
|
|
3,257,315 |
|
|
|
3,058,440 |
|
|
|
Innova Medical Ophthalmics Inc. (Revolver) (5), (7), (10) |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
530,973 |
|
|
|
530,973 |
|
|
|
499,115 |
|
|
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
Consumer Services |
|
|
6.20 |
% |
|
3M L+475 |
|
|
|
25,625,377 |
|
|
|
25,434,705 |
|
|
|
24,600,362 |
|
|
|
Integrative Nutrition, LLC (Revolver) (7) |
|
09/29/2023 |
|
Consumer Services |
|
|
5.75 |
% |
|
3M L+475 |
|
|
|
5,000,000 |
|
|
|
5,000,000 |
|
|
|
4,800,000 |
|
|
|
Inventus Power, Inc. |
|
04/30/2021 |
|
Consumer Goods: Durable |
|
|
7.50 |
% |
|
1M L+650 |
|
|
|
3,734,390 |
|
|
|
3,720,426 |
|
|
|
3,472,983 |
|
|
|
K2 Pure Solutions NoCal, L.P. (Revolver) (7) |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
1,428,571 |
|
|
|
1,428,571 |
|
|
|
1,360,286 |
|
|
|
Kentucky Downs, LLC |
|
03/07/2025 |
|
Hotels, Restaurants and Leisure |
|
|
10.45 |
% |
|
1M L+900 |
|
|
|
5,444,171 |
|
|
|
5,348,344 |
|
|
|
5,416,950 |
|
|
|
|
|
|
|
|
|
|
(PIK 3.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kentucky Downs, LLC (7), (9) |
|
03/07/2025 |
|
Hotels, Restaurants and Leisure |
|
— |
|
|
|
— |
|
|
|
448,276 |
|
|
|
— |
|
|
|
(2,241 |
) |
|
|
Lago Resort & Casino, LLC |
|
03/07/2022 |
|
Hotel, Gaming and Leisure |
|
|
10.57 |
% |
|
3M L+950 |
|
|
|
9,265,000 |
|
|
|
9,190,156 |
|
|
|
8,616,450 |
|
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
6.95 |
% |
|
1M L+550 |
|
|
|
8,936,957 |
|
|
|
8,888,661 |
|
|
|
8,554,456 |
|
|
|
LAV Gear Holdings, Inc. (Revolver) (7) |
|
10/31/2024 |
|
Capital Equipment |
|
|
7.45 |
% |
|
1M L+550 |
|
|
|
507,937 |
|
|
|
507,937 |
|
|
|
486,197 |
|
|
|
LAV Gear Holdings, Inc. (Revolver) (7), (9) |
|
10/31/2024 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
1,079,365 |
|
|
|
— |
|
|
|
(46,197 |
) |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
MARCH 31, 2020
(Unaudited)
|
Issuer Name |
|
Maturity |
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
Lash Opco, LLC |
|
12/12/2024 |
|
Personal Products |
|
|
8.75 |
% |
|
1M L+725 |
|
|
|
8,946,987 |
|
|
$ |
8,690,750 |
|
|
$ |
8,231,228 |
|
|
|
Lash Opco, LLC (Revolver) (7) |
|
12/12/2024 |
|
Personal Products |
|
|
8.39 |
% |
|
1M L+725 |
|
|
|
1,705,015 |
|
|
|
1,705,015 |
|
|
|
1,585,665 |
|
|
|
Lash Opco, LLC (Revolver) (7), (9) |
|
12/12/2024 |
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
38,168 |
|
|
|
— |
|
|
|
(2,672 |
) |
|
LifeCare Holdings LLC (7) |
|
11/30/2021 |
|
Healthcare and Pharmaceuticals |
|
|
0.00 |
% |
(6) |
|
— |
|
|
|
4,736,107 |
|
|
|
4,599,788 |
|
|
|
236,805 |
|
|
Lightspeed Buyer Inc. |
|
02/03/2026 |
|
Healthcare Technology |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
27,144,833 |
|
|
|
26,611,314 |
|
|
|
25,244,695 |
|
|
|
Lightspeed Buyer Inc. (7), (9) |
|
02/03/2026 |
|
Healthcare Technology |
|
|
— |
|
|
|
— |
|
|
|
5,252,966 |
|
|
|
— |
|
|
|
(315,178 |
) |
|
Lightspeed Buyer Inc. (Revolver) (7) |
|
02/03/2026 |
|
Healthcare Technology |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
2,499,299 |
|
|
|
2,499,299 |
|
|
|
2,324,348 |
|
|
|
Lombart Brothers, Inc. |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.70 |
% |
|
3M L+625 |
|
|
|
13,711,638 |
|
|
|
13,572,443 |
|
|
|
12,751,824 |
|
|
|
Lombart Brothers, Inc. (Revolver) (7) |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
1,238,938 |
|
|
|
1,238,938 |
|
|
|
1,164,602 |
|
|
|
Long Island Vision Management, LLC |
|
09/07/2023 |
|
Healthcare and Pharmaceuticals |
|
|
6.56 |
% |
|
3M L+475 |
|
|
|
9,021,896 |
|
|
|
8,965,087 |
|
|
|
8,696,205 |
|
|
|
Long Island Vision Management, LLC (7), (9) |
|
09/07/2023 |
|
Healthcare and Pharmaceuticals |
|
— |
|
|
|
— |
|
|
|
880,212 |
|
|
|
— |
|
|
|
(31,776 |
) |
|
|
LSF9 Atlantis Holdings, LLC |
|
05/01/2023 |
|
Retail |
|
|
7.00 |
% |
|
1M L+600 |
|
|
|
13,503,125 |
|
|
|
13,420,264 |
|
|
|
12,152,813 |
|
|
|
Manna Pro Products, LLC |
|
12/08/2023 |
|
Consumer Goods: Non-Durable |
|
|
7.00 |
% |
|
1M L+600 |
|
|
|
8,347,500 |
|
|
|
8,290,549 |
|
|
|
7,941,811 |
|
|
|
Marketplace Events LLC |
|
01/27/2023 |
|
Media: Diversified and Production |
|
|
6.70 |
% |
|
3M L+525 |
|
|
|
5,284,919 |
|
|
|
5,219,537 |
|
|
|
4,809,277 |
|
|
|
Marketplace Events LLC (11) |
|
01/27/2023 |
|
Media: Diversified and Production |
|
|
6.58 |
% |
|
P+275 |
|
C |
$ |
16,213,270 |
|
|
|
11,370,730 |
|
|
|
10,479,649 |
|
|
|
Marketplace Events LLC (Revolver) (7) |
|
01/27/2023 |
|
Media: Diversified and Production |
|
|
6.00 |
% |
|
P+275 |
|
|
|
1,703,163 |
|
|
|
1,703,163 |
|
|
|
1,583,942 |
|
|
|
MeritDirect, LLC |
|
05/23/2024 |
|
Media |
|
|
6.95 |
% |
|
3M L+550 |
|
|
|
30,350,934 |
|
|
|
29,952,809 |
|
|
|
28,226,369 |
|
|
|
MeritDirect, LLC (Revolver) (7), (9) |
|
05/23/2024 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
4,481,655 |
|
|
|
— |
|
|
|
(268,899 |
) |
|
Mission Critical Electronics, Inc. (7) |
|
09/28/2022 |
|
Capital Equipment |
|
|
6.94 |
% |
|
1M L+500 |
|
|
|
616,829 |
|
|
|
611,366 |
|
|
|
601,531 |
|
|
|
Mission Critical Electronics, Inc. (Revolver) (7) |
|
09/28/2021 |
|
Capital Equipment |
|
|
8.56 |
% |
|
1M L+500 |
|
|
|
883,392 |
|
|
|
883,392 |
|
|
|
861,484 |
|
|
|
Mission Critical Electronics, Inc. (Revolver) (7), (9) |
|
09/28/2021 |
|
Capital Equipment |
|
— |
|
|
|
— |
|
|
|
441,696 |
|
|
|
— |
|
|
|
(10,954 |
) |
|
|
Nuvei Technologies Corp. (5), (10) |
|
09/28/2025 |
|
Diversified Financial Services |
|
|
6.00 |
% |
|
1M L+500 |
|
|
|
6,269,637 |
|
|
|
6,181,009 |
|
|
|
6,081,548 |
|
|
|
Olde Thompson, LLC |
|
05/14/2024 |
|
Beverage, Food and Tobacco |
|
|
5.25 |
% |
|
1M L+425 |
|
|
|
1,428,452 |
|
|
|
1,414,168 |
|
|
|
1,414,168 |
|
|
|
Olde Thompson, LLC (Revolver) (7) |
|
05/14/2024 |
|
Beverage, Food and Tobacco |
|
|
5.25 |
% |
|
1M L+425 |
|
|
|
1,321,429 |
|
|
|
1,321,429 |
|
|
|
1,308,214 |
|
|
|
Olde Thompson, LLC (Revolver) (7), (9) |
|
05/14/2024 |
|
Beverage, Food and Tobacco |
|
— |
|
|
|
— |
|
|
|
1,321,429 |
|
|
|
— |
|
|
|
(13,215 |
) |
|
|
Output Services Group, Inc. |
|
03/27/2024 |
|
Business Services |
|
|
6.11 |
% |
|
1M L+450 |
|
|
|
4,485,177 |
|
|
|
3,898,209 |
|
|
|
4,081,512 |
|
|
|
Output Services Group, Inc. (7), (9) |
|
03/27/2024 |
|
Business Services |
|
— |
|
|
|
— |
|
|
|
74,527 |
|
|
- |
|
|
|
(6,335 |
) |
||
|
Ox Two, LLC |
|
02/27/2023 |
|
Construction and Building |
|
|
7.85 |
% |
|
1M L+625 |
|
|
|
12,653,425 |
|
|
|
12,590,132 |
|
|
|
12,526,890 |
|
|
|
Ox Two, LLC (Revolver) (7) |
|
02/27/2023 |
|
Construction and Building |
|
|
8.51 |
% |
|
1M L+625 |
|
|
|
552,888 |
|
|
|
552,888 |
|
|
|
547,359 |
|
|
|
Ox Two, LLC (Revolver) (7), (9) |
|
02/27/2023 |
|
Construction and Building |
|
— |
|
|
|
— |
|
|
|
2,667 |
|
|
|
— |
|
|
|
(27 |
) |
|
|
Peninsula Pacific Entertainment LLC |
|
11/13/2024 |
|
Hotel, Gaming and Leisure |
|
|
8.32 |
% |
|
1M L+725 |
|
|
|
10,275,810 |
|
|
|
10,240,842 |
|
|
|
9,453,745 |
|
|
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
7.12 |
% |
|
3M L+575 |
|
|
|
2,103,056 |
|
|
|
2,080,278 |
|
|
|
2,060,994 |
|
|
|
PlayPower, Inc. |
|
05/08/2026 |
|
Leisure Products |
|
|
6.95 |
% |
|
1M L+550 |
|
|
|
5,558,000 |
|
|
|
5,506,130 |
|
|
|
5,391,260 |
|
|
|
PRA Events, Inc. |
|
08/08/2022 |
|
Business Services |
|
|
8.45 |
% |
|
1M L+700 |
|
|
|
2,558,746 |
|
|
|
2,523,472 |
|
|
|
2,520,364 |
|
|
|
Questex, LLC |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
7,387,500 |
|
|
|
7,271,817 |
|
|
|
7,018,125 |
|
|
|
Questex, LLC (Revolver) (7) |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
398,936 |
|
|
|
398,936 |
|
|
|
378,990 |
|
|
|
Questex, LLC (Revolver) (7), (9) |
|
09/09/2024 |
|
Media: Diversified and Production |
|
— |
|
|
|
— |
|
|
|
797,872 |
|
|
|
— |
|
|
|
(39,893 |
) |
|
|
Research Horizons, LLC |
|
06/28/2022 |
|
Media: Advertising, Printing and Publishing |
|
|
7.84 |
% |
|
3M L+625 |
|
|
|
7,078,632 |
|
|
|
7,018,013 |
|
|
|
6,724,700 |
|
|
|
Research Now Group, Inc. and Survey Sampling |
|
12/20/2024 |
|
Business Services |
|
|
7.26 |
% |
|
3M L+550 |
|
|
|
25,386,499 |
|
|
|
24,668,238 |
|
|
|
24,371,038 |
|
|
|
International LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riverpoint Medical, LLC |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
5.75 |
% |
|
3M L+475 |
|
|
|
4,962,500 |
|
|
|
4,917,642 |
|
|
|
4,742,661 |
|
|
|
Riverpoint Medical, LLC (Revolver) (7) |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
5.75 |
% |
|
3M L+475 |
|
|
|
454,545 |
|
|
|
454,545 |
|
|
|
434,409 |
|
|
|
Riverpoint Medical, LLC (Revolver) (7), (9) |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
— |
|
|
|
— |
|
|
|
454,545 |
|
|
|
— |
|
|
|
(20,136 |
) |
|
|
Riverside Assessments, LLC |
|
03/10/2025 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
15,750,000 |
|
|
|
15,438,109 |
|
|
|
14,568,750 |
|
|
|
Sales Benchmark Index LLC |
|
01/3/2025 |
|
Professional Services |
|
|
7.87 |
% |
|
3M L+600 |
|
|
|
14,004,065 |
|
|
|
13,736,053 |
|
|
|
13,723,985 |
|
|
|
Sales Benchmark Index LLC (7), (9) |
|
06/3/2021 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
3,231,707 |
|
|
|
— |
|
|
|
(64,634 |
) |
|
|
Sales Benchmark Index LLC (Revolver) (7), (9) |
|
01/3/2025 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
1,292,683 |
|
|
|
— |
|
|
|
(25,853 |
) |
|
|
Salient CRGT Inc. |
|
02/28/2022 |
|
High Tech Industries |
|
|
7.57 |
% |
|
1M L+600 |
|
|
|
1,746,626 |
|
|
|
1,730,621 |
|
|
|
1,397,300 |
|
|
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.00 |
% |
|
1M L+550 |
|
|
|
4,748,376 |
|
|
|
4,680,177 |
|
|
|
4,510,957 |
|
|
|
Sargent & Greenleaf Inc. (Revolver) (7) |
|
12/20/2024 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.00 |
% |
|
1M L+550 |
|
|
|
1,056,367 |
|
|
|
1,056,367 |
|
|
|
998,267 |
|
|
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
Professional Services |
|
|
7.44 |
% |
|
1M L+600 |
|
|
|
13,546,826 |
|
|
|
13,407,952 |
|
|
|
13,275,900 |
|
|
|
Schlesinger Global, Inc. (Revolver) (7), (9) |
|
07/14/2025 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
1,870,302 |
|
|
|
— |
|
|
|
(37,416 |
) |
|
|
Signature Systems Holding Company |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
7.57 |
% |
|
1M L+650 |
|
|
|
12,675,000 |
|
|
|
12,509,394 |
|
|
|
12,383,475 |
|
|
|
Signature Systems Holding Company (Revolver) (7) |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
7.50 |
% |
|
1M L+650 |
|
|
|
279,570 |
|
|
|
279,570 |
|
|
|
273,140 |
|
|
|
Signature Systems Holding Company (Revolver) (7), (9) |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
— |
|
|
|
— |
|
|
|
1,467,742 |
|
|
|
— |
|
|
|
(33,758 |
) |
|
|
Smile Brands Inc. (7) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
6.11 |
% |
|
1M L+450 |
|
|
|
3,417,798 |
|
|
|
3,417,798 |
|
|
|
3,383,620 |
|
|
|
Smile Brands Inc. (7), (9) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
— |
|
|
|
— |
|
|
|
1,076,088 |
|
|
|
— |
|
|
|
(10,761 |
) |
|
|
Smile Brands Inc. (Revolver) (7) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
7.62 |
% |
|
P+350 |
|
|
|
1,429,482 |
|
|
|
1,429,482 |
|
|
|
1,403,465 |
|
|
|
Smile Brands Inc. (Revolver) (7), (9) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
— |
|
|
|
— |
|
|
|
186,768 |
|
|
|
— |
|
|
|
(3,399 |
) |
|
|
Snak Club, LLC (Revolver) (7) |
|
07/19/2021 |
|
Beverage, Food and Tobacco |
|
|
7.05 |
% |
|
3M L+600 |
|
|
|
483,333 |
|
|
|
483,333 |
|
|
|
456,749 |
|
|
|
Snak Club, LLC (Revolver) (7), (9) |
|
07/19/2021 |
|
Beverage, Food and Tobacco |
|
— |
|
|
|
— |
|
|
|
11,803 |
|
|
|
— |
|
|
|
(649 |
) |
|
|
Solutionreach, Inc. |
|
01/17/2024 |
|
Healthcare Technology |
|
|
6.74 |
% |
|
3M L+575 |
|
|
|
6,647,338 |
|
|
|
6,541,288 |
|
|
|
6,425,983 |
|
|
|
Solutionreach, Inc. (Revolver) (7) |
|
01/17/2024 |
|
Healthcare Technology |
|
|
6.71 |
% |
|
3M L+575 |
|
|
|
1,248,750 |
|
|
|
1,248,750 |
|
|
|
1,207,167 |
|
|
|
Solutionreach, Inc. (Revolver) (7), (9) |
|
01/17/2024 |
|
Healthcare Technology |
|
— |
|
|
|
— |
|
|
|
416,250 |
|
|
— |
|
|
|
(13,861 |
) |
||
|
Spear Education, LLC |
|
02/26/2025 |
|
Professional Services |
|
|
6.90 |
% |
|
3M L+525 |
|
|
|
15,125,000 |
|
|
|
14,977,694 |
|
|
|
14,822,500 |
|
|
|
Spear Education, LLC (7), (9) |
|
02/26/2025 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
6,875,000 |
|
|
— |
|
|
|
(137,500 |
) |
||
|
Spectacle Gary Holdings, LLC |
|
12/23/2025 |
|
Hotels, Restaurants and Leisure |
|
|
11.00 |
% |
|
1M L+900 |
|
|
|
8,427,027 |
|
|
|
8,181,265 |
|
|
|
8,005,676 |
|
|
|
Spectacle Gary Holdings, LLC (7), (9) |
|
12/23/2025 |
|
Hotels, Restaurants and Leisure |
|
— |
|
|
— |
|
|
|
972,973 |
|
|
— |
|
|
|
(48,649 |
) |
|||
|
STV Group Incorporated |
|
12/11/2026 |
|
Construction & Engineering |
|
|
6.24 |
% |
|
1M L+525 |
|
|
|
13,236,472 |
|
|
|
13,106,014 |
|
|
|
12,971,742 |
|
|
|
TeleGuam Holdings, LLC |
|
11/20/2025 |
|
Telecommunications |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
6,663,122 |
|
|
|
6,596,751 |
|
|
|
6,396,597 |
|
|
|
Teneo Holdings LLC |
|
07/18/2025 |
|
Diversified Financial Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
|
9,950,000 |
|
|
|
9,582,343 |
|
|
|
9,452,500 |
|
|
|
Tensar Corporation |
|
07/09/2021 |
|
Construction and Building |
|
|
6.20 |
% |
|
3M L+475 |
|
|
|
22,620,696 |
|
|
|
22,547,428 |
|
|
|
21,263,454 |
|
|
|
The Infosoft Group, LLC |
|
09/16/2024 |
|
Media: Broadcasting and Subscription |
|
|
6.96 |
% |
|
3M L+525 |
|
|
|
18,380,294 |
|
|
|
18,243,795 |
|
|
|
17,277,476 |
|
|
|
The Original Cakerie, Co. (5), (10) |
|
07/20/2022 |
|
Consumer Goods: Non-Durable |
|
|
6.62 |
% |
|
2M L+500 |
|
|
|
7,586,270 |
|
|
|
7,523,434 |
|
|
|
7,206,957 |
|
|
|
The Original Cakerie Ltd. (5), (10) |
|
07/20/2022 |
|
Consumer Goods: Non-Durable |
|
|
6.12 |
% |
|
2M L+450 |
|
|
|
5,403,722 |
|
|
|
5,375,094 |
|
|
|
5,133,536 |
|
|
|
The Original Cakerie Ltd. (Revolver) (5), (7), (10) |
|
07/20/2022 |
|
Consumer Goods: Non-Durable |
|
|
6.54 |
% |
|
3M L+450 |
|
|
|
1,418,484 |
|
|
|
1,418,484 |
|
|
|
1,347,560 |
|
|
|
TPC Canada Parent, Inc. and TPC US Parent, LLC (5), (10) |
|
11/24/2025 |
|
Food Products |
|
|
7.16 |
% |
|
3M L+525 |
|
|
|
4,987,500 |
|
|
|
4,939,707 |
|
|
|
4,839,870 |
|
|
|
Triad Manufacturing, Inc. |
|
12/28/2020 |
|
Capital Equipment |
|
|
12.24 |
% |
|
1M L+1,125 |
|
|
|
7,314,323 |
|
|
|
7,287,001 |
|
|
|
7,241,180 |
|
|
|
TVC Enterprises, LLC |
|
01/18/2024 |
|
Professional Services |
|
|
6.50 |
% |
|
1M L+550 |
|
|
|
5,898,936 |
|
|
|
5,804,926 |
|
|
|
5,780,957 |
|
|
|
TVC Enterprises, LLC (7), (9) |
|
01/18/2024 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
1,955,719 |
|
|
— |
|
|
|
(39,114 |
) |
||
|
TVC Enterprises, LLC (Revolver) (7) |
|
01/18/2024 |
|
Professional Services |
|
|
6.50 |
% |
|
1M L+550 |
|
|
|
733,273 |
|
|
|
733,273 |
|
|
|
718,608 |
|
|
|
TVC Enterprises, LLC (Revolver) (7), (9) |
|
01/18/2024 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
570,539 |
|
|
— |
|
|
|
(11,411 |
) |
||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
MARCH 31, 2020
(Unaudited)
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
|
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
6,910,465 |
|
|
$ |
6,754,738 |
|
|
$ |
6,703,151 |
|
||
|
TWS Acquisition Corporation (Revolver) (7) |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
1,819,285 |
|
|
|
1,819,285 |
|
|
|
1,764,707 |
|
||
|
TWS Acquisition Corporation (Revolver) (7), (9) |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
— |
|
|
|
— |
|
|
|
808,571 |
|
|
|
— |
|
|
|
(24,257 |
) |
||
|
Tyto Athene, LLC |
|
08/27/2024 |
|
|
Aerospace and Defense |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
17,582,096 |
|
|
|
17,365,943 |
|
|
|
16,400,674 |
|
||
|
Tyto Athene, LLC (Revolver) (7) |
|
08/27/2024 |
|
|
Aerospace and Defense |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
4,318,182 |
|
|
|
4,318,182 |
|
|
|
4,028,023 |
|
||
|
Tyto Athene, LLC (Revolver) (7), (9) |
|
08/27/2024 |
|
|
Aerospace and Defense |
|
— |
|
|
|
— |
|
|
|
2,500,000 |
|
|
|
— |
|
|
|
(167,987 |
) |
||
|
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
6.76 |
% |
|
3M L+450 |
|
|
|
14,101,269 |
|
|
|
14,013,752 |
|
|
|
13,960,256 |
|
||
|
UBEO, LLC (Revolver) (7) |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
5.55 |
% |
|
3M L+450 |
|
|
|
2,933,333 |
|
|
|
2,933,333 |
|
|
|
2,894,672 |
|
||
|
UniTek Global Services, Inc. |
|
08/20/2024 |
|
|
Telecommunications |
|
|
8.11 |
% |
|
3M L+650 |
|
|
|
10,417,286 |
|
|
|
10,247,069 |
|
|
|
9,167,212 |
|
||
|
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare Providers and Services |
|
|
6.46 |
% |
|
3M L+500 |
|
|
|
4,987,500 |
|
|
|
4,905,677 |
|
|
|
4,887,750 |
|
||
|
US Med Acquisition, Inc. (7) |
|
08/13/2021 |
|
|
Healthcare and Pharmaceuticals |
|
|
9.95 |
% |
|
1M L+850 |
|
|
|
2,980,469 |
|
|
|
2,980,469 |
|
|
|
2,935,762 |
|
||
|
Vision Purchaser Corporation |
|
06/10/2025 |
|
|
Media |
|
|
7.49 |
% |
|
1M L+625 |
|
|
|
14,430,851 |
|
|
|
14,154,694 |
|
|
|
13,853,617 |
|
||
|
Whitney, Bradley & Brown, Inc. |
|
10/18/2022 |
|
|
Aerospace and Defense |
|
|
8.50 |
% |
|
1M L+750 |
|
|
|
4,267,207 |
|
|
|
4,209,359 |
|
|
|
4,224,535 |
|
||
|
Wildcat Buyerco, Inc. |
|
02/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
7.14 |
% |
|
3M L+550 |
|
|
|
7,473,529 |
|
|
|
7,308,304 |
|
|
|
7,286,691 |
|
||
|
Wildcat Buyerco, Inc. (7), (9) |
|
02/27/2022 |
|
|
Electronic Equipment, Instruments, and Components |
|
— |
|
|
|
— |
|
|
|
3,914,706 |
|
|
|
— |
|
|
|
(53,827 |
) |
||
|
Wildcat Buyerco, Inc. (Revolver) (7), (9) |
|
02/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
— |
|
|
|
— |
|
|
|
533,824 |
|
|
|
— |
|
|
|
(13,346 |
) |
||
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
986,913,905 |
|
|
|
947,728,061 |
|
|
Second Lien Secured Debt—5.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condor Borrower, LLC (7) |
|
04/25/2025 |
|
|
High Tech Industries |
|
|
10.53 |
% |
|
3M L+875 |
|
|
|
1,655,172 |
|
|
|
1,629,894 |
|
|
|
1,531,035 |
|
||
|
DBI Holdings, LLC, Term Loan B |
|
02/02/2026 |
|
|
Business Services |
|
|
9.00 |
% |
|
|
— |
|
|
|
11,157,124 |
|
|
|
11,157,124 |
|
|
|
10,655,053 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holdings, LLC, Term Loan C (7) |
|
03/26/2021 |
|
|
Business Services |
|
|
9.00 |
% |
|
|
— |
|
|
|
22,312 |
|
|
|
22,312 |
|
|
|
21,308 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DecoPac, Inc. |
|
03/31/2025 |
|
|
Beverage, Food and Tobacco |
|
|
9.25 |
% |
|
3M L+825 |
|
|
|
9,738,580 |
|
|
|
9,648,701 |
|
|
|
9,738,580 |
|
||
|
MailSouth, Inc. |
|
10/23/2024 |
|
|
Media: Advertising, Printing and Publishing |
|
|
12.00 |
% |
|
12M L+925 |
|
|
|
2,871,025 |
|
|
|
2,825,614 |
|
|
|
2,612,633 |
|
||
|
PT Network Intermediate Holdings, LLC (7) |
|
11/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
11.83 |
% |
|
3M L+1,000 |
|
|
|
1,982,007 |
|
|
|
1,965,378 |
|
|
|
1,833,356 |
|
||
|
|
|
|
|
|
|
|
|
|
(PIK 11.83 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,249,023 |
|
|
|
26,391,965 |
|
|
Preferred Equity— 1.5% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (PTN) Investment Holdings II, LLC |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,458 |
|
|
|
21,870 |
|
|
|
190 |
|
|
(PT Network, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condor Holdings Limited (5), (7), (10) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
88,000 |
|
|
|
10,173 |
|
|
|
10,173 |
|
|
Condor Top Holdco Limited (5), (7), (10) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
88,000 |
|
|
|
77,827 |
|
|
|
77,827 |
|
|
DBI Holdings, LLC, Series A-1 (8) |
|
|
— |
|
|
Business Services |
|
|
14.00 |
% |
|
|
— |
|
|
|
7,041 |
|
|
|
7,040,844 |
|
|
|
3,542,199 |
|
|
MeritDirect Holdings, LP (7), (8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
960 |
|
|
|
960,000 |
|
|
|
742,962 |
|
|
NXOF Holdings, Inc. (NextiraOne Federal, LLC) (7) |
|
|
|
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
490 |
|
|
|
490,000 |
|
|
|
424,569 |
|
|
PT Network Intermediate Holdings, LLC (7), (8) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
11.94 |
% |
|
3M L+1,000 |
|
|
|
33 |
|
|
|
429,000 |
|
|
|
467,044 |
|
|
|
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
12.00 |
% |
|
|
— |
|
|
|
1,167 |
|
|
|
1,166,993 |
|
|
|
1,222,477 |
|
|
TPC Holding Company, LP (5), (7), (10) |
|
|
— |
|
|
Food Products |
|
|
— |
|
|
|
— |
|
|
|
409 |
|
|
|
409,011 |
|
|
|
421,445 |
|
|
UniTek Global Services, Inc. - |
|
|
— |
|
|
Telecommunications |
|
|
20.00 |
% |
|
|
— |
|
|
|
343,861 |
|
|
|
343,861 |
|
|
|
— |
|
|
Super Senior Preferred Equity (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UniTek Global Services, Inc. - Senior Preferred Equity (7) |
|
|
— |
|
|
Telecommunications |
|
|
19.00 |
% |
|
|
— |
|
|
|
448,851 |
|
|
|
448,851 |
|
|
|
— |
|
|
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
Telecommunications |
|
|
13.50 |
% |
|
|
— |
|
|
|
1,047,317 |
|
|
|
670,283 |
|
|
|
— |
|
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,068,713 |
|
|
|
6,908,886 |
|
|
Common Equity/Warrants— 6.8% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affinion Group Holdings, Inc. (Warrants)(7) |
|
|
— |
|
|
Consumer Goods: Durable |
|
|
— |
|
|
|
— |
|
|
|
8,893 |
|
|
|
244,998 |
|
|
|
— |
|
|
AG Investco LP (7), (8) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
805,164 |
|
|
|
805,164 |
|
|
|
805,164 |
|
|
AG Investco LP (7), (8), (9) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
194,836 |
|
|
|
— |
|
|
|
— |
|
|
Altamira Intermediate Company II, Inc. (7) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,437,500 |
|
|
|
1,437,500 |
|
|
|
1,326,801 |
|
|
By Light Investco LP (7), (8) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
21,908 |
|
|
|
2,190,771 |
|
|
|
6,067,737 |
|
|
By Light Investco LP (7), (8), (9) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
5,592 |
|
|
|
— |
|
|
|
— |
|
|
CI (Allied) Investment Holdings, LLC |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
120,962 |
|
|
|
1,243,217 |
|
|
|
960,839 |
|
|
(Allied America, Inc.) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (PTN) Investment Holdings II, LLC |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
13,333 |
|
|
|
200,000 |
|
|
|
— |
|
|
(PT Network, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (Summit) Investment Holdings, LLC |
|
|
— |
|
|
Construction and Building |
|
|
— |
|
|
|
— |
|
|
|
58,846 |
|
|
|
629,620 |
|
|
|
668,999 |
|
|
(SFP Holding, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holdings, LLC, Series B (8) |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
1,489,508 |
|
|
|
330,791 |
|
|
|
— |
|
|
DecoPac Holdings Inc. (7) |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
1,633 |
|
|
|
1,632,744 |
|
|
|
3,126,132 |
|
|
ECM Investors, LLC (7), (8) |
|
|
— |
|
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
240,636 |
|
|
|
240,636 |
|
|
|
213,528 |
|
|
eCommission Holding Corporation (7), (10) |
|
|
|
|
|
Banking, Finance, Insurance & Real Estate |
|
|
— |
|
|
|
— |
|
|
|
20 |
|
|
|
251,156 |
|
|
|
381,004 |
|
|
Faraday Holdings, LLC (7) |
|
|
— |
|
|
Construction and Building |
|
|
— |
|
|
|
— |
|
|
|
1,141 |
|
|
|
58,044 |
|
|
|
187,117 |
|
|
Gauge InfosoftCoInvest, LLC |
|
|
— |
|
|
Media: Broadcasting and Subscription |
|
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
143,663 |
|
|
|
332,316 |
|
|
(The Infosoft Group, LLC) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gauge Lash Coinvest LLC (7) |
|
|
|
|
|
Personal Products |
|
|
|
|
|
|
|
|
|
|
1,089,489 |
|
|
|
1,089,489 |
|
|
|
617,767 |
|
|
Gauge Schlesinger Coinvest LLC (7) |
|
|
|
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
403 |
|
|
|
403,005 |
|
|
|
676,207 |
|
|
Gauge TVC Coinvest, LLC (TVC Enterprises, LLC) (7) |
|
|
|
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
391,144 |
|
|
|
391,144 |
|
|
|
383,878 |
|
|
GCOM InvestCo LP (7), (8) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
1,549,209 |
|
|
|
1,423,211 |
|
|
|
2,506,194 |
|
|
GCOM InvestCo LP (7), (8), (9) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
450,791 |
|
|
- |
|
|
- |
|
||
|
Go Dawgs Capital III, LP |
|
|
— |
|
|
Building Products |
|
|
— |
|
|
|
— |
|
|
|
324,675 |
|
|
|
324,675 |
|
|
|
149,350 |
|
|
(American Insulated Glass, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IIN Group Holdings, LLC |
|
|
— |
|
|
Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
1,000 |
|
|
|
1,000,000 |
|
|
|
706,761 |
|
|
(Integrative Nutrition, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITC Rumba, LLC (Cano Health, LLC) (7), (8) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
25,006 |
|
|
|
543,578 |
|
|
|
815,167 |
|
|
ITC Rumba, LLC (Cano Health, LLC) (7), (8), (9) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,352 |
|
|
- |
|
|
- |
|
||
|
JWC/UMA Holdings, L.P. (7) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,000 |
|
|
|
1,000,000 |
|
|
|
1,139,684 |
|
|
JWC-WE Holdings, L.P. |
|
|
— |
|
|
Wholesale |
|
|
— |
|
|
|
— |
|
|
|
1,381,741 |
|
|
|
1,381,741 |
|
|
|
4,015,266 |
|
|
(Walker Edison Furniture Company LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
MARCH 31, 2020
(Unaudited)
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
|
Kentucky Racing Holdco, LLC (Warrants) (7), (8) |
|
|
— |
|
|
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
87,345 |
|
|
$ |
— |
|
|
$ |
188,520 |
|
|
Lightspeed Investment Holdco LLC (7) |
|
|
— |
|
|
Healthcare Technology |
|
|
— |
|
|
|
— |
|
|
|
585,587 |
|
|
|
585,587 |
|
|
|
387,126 |
|
|
MeritDirect Holdings, LP (7), (8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
960 |
|
|
|
— |
|
|
|
— |
|
|
NXOF Holdings, Inc. (NextiraOne Federal, LLC) (7) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
— |
|
|
OceanSound Discovery Equity, LP (Holdco Sands Intermediate, LLC) (7), (8) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
173,638 |
|
|
|
1,736,381 |
|
|
|
1,522,681 |
|
|
PT Network Intermediate Holdings, LLC (7), (8) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
286,000 |
|
|
|
381,474 |
|
|
SBI Holdings Investments LLC (Sales Benchmark Index LLC) (7), (8) |
|
|
— |
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
64,634 |
|
|
|
646,341 |
|
|
|
530,629 |
|
|
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
61 |
|
|
|
61,421 |
|
|
|
— |
|
|
SSC Dominion Holdings, LLC |
|
|
— |
|
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
500,000 |
|
|
|
540,000 |
|
|
Class A (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSC Dominion Holdings, LLC |
|
|
— |
|
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
— |
|
|
|
1,106,230 |
|
|
Class B (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TPC Broadband Investors, LP (7), (8) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
763,837 |
|
|
|
763,837 |
|
|
|
1,516,026 |
|
|
TPC Broadband Investors, LP (7), (8), (9) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
236,163 |
|
|
|
— |
|
|
|
— |
|
|
TPC Holding Company, LP (5), (7), (10) |
|
|
— |
|
|
Food Products |
|
|
— |
|
|
|
— |
|
|
|
21,527 |
|
|
|
21,527 |
|
|
|
52,741 |
|
|
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
213,739 |
|
|
|
— |
|
|
|
— |
|
|
UniTek Global Services, Inc. (Warrants) (7) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
23,889 |
|
|
|
— |
|
|
|
— |
|
|
WBB Equity, LLC (7), (8) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
142,857 |
|
|
|
142,857 |
|
|
|
472,857 |
|
|
Wildcat Parent, LP (Wildcat Buyerco, Inc.) (7), (8) |
|
|
— |
|
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
2,093 |
|
|
|
209,343 |
|
|
|
176,007 |
|
|
Total Common Equity/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,928,441 |
|
|
|
31,954,202 |
|
|
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,048,160,082 |
|
|
|
1,012,983,114 |
|
||||||
|
Investments in Non-Controlled, Affiliated Portfolio Companies—2.4% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
First Lien Secured Debt—1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC (7) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.45 |
% |
|
3M L+500 |
|
|
|
1,544,161 |
|
|
|
1,510,188 |
|
|
|
1,544,161 |
|
||
|
Country Fresh Holdings, LLC (Revolver) (7) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.45 |
% |
|
3M L+500 |
|
|
|
2,746,564 |
|
|
|
2,746,564 |
|
|
|
2,746,564 |
|
||
|
Quick Weight Loss Centers, LLC (7) |
|
10/12/2023 |
|
|
Beverage, Food and Tobacco |
|
|
0.00 |
% |
(6) |
|
— |
|
|
|
2,057,202 |
|
|
|
2,057,202 |
|
|
|
302,530 |
|
|
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,313,954 |
|
|
|
4,593,255 |
|
|
Second Lien Secured Debt—1.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC |
|
04/29/2024 |
|
|
Beverage, Food and Tobacco |
|
|
9.95 |
% |
|
1M L+850 |
|
|
|
5,602,242 |
|
|
|
5,602,242 |
|
|
|
5,602,242 |
|
||
|
|
|
|
|
|
|
|
|
|
(PIK 9.95 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quick Weight Loss Centers, LLC |
|
10/12/2023 |
|
|
Beverage, Food and Tobacco |
|
|
0.00 |
% |
(6) |
|
— |
|
|
|
235,960 |
|
|
|
238,372 |
|
|
|
— |
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,840,614 |
|
|
|
5,602,242 |
|
|
Preferred Equity—0.0% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quick Weight Loss Centers Holdings, LLC (8) |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
9,568,216 |
|
|
|
842,352 |
|
|
|
— |
|
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
842,352 |
|
|
|
— |
|
|
Common Equity/Warrants—0.2% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holding Company Inc. |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
8,034 |
|
|
|
10,453,350 |
|
|
|
943,139 |
|
|
|
Quick Weight Loss Centers, LLC (7), (8) |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
60 |
|
|
|
2,520,000 |
|
|
|
— |
|
|
Total Common Equity/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,973,350 |
|
|
|
943,139 |
|
|
Total Investments in Non-Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,970,270 |
|
|
|
11,138,636 |
|
||||||
|
Investments in Controlled, Affiliated Portfolio Companies—33.0% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
First Lien Secured Debt—25.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
05/06/2024 |
|
|
Financial Services |
|
|
9.45 |
% |
|
3M L+800 |
|
|
|
123,418,750 |
|
|
|
123,418,750 |
|
|
|
119,716,188 |
|
||
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
123,418,750 |
|
|
|
119,716,188 |
|
|
Equity Interests—7.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
|
— |
|
|
Financial Services |
|
|
— |
|
|
|
— |
|
|
|
52,894 |
|
|
|
52,893,750 |
|
|
|
35,121,921 |
|
|
Total Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,893,750 |
|
|
|
35,121,921 |
|
|
Total Investments in Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176,312,500 |
|
|
|
154,838,109 |
|
||||||
|
Total Investments—250.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250,442,852 |
|
|
|
1,178,959,859 |
|
||||||
|
Cash and Cash Equivalents—6.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,688,080 |
|
|
|
8,688,080 |
|
|
BNY Mellon Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,535,871 |
|
|
|
21,305,672 |
|
|
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,223,951 |
|
|
|
29,993,752 |
|
|
Total Investments and Cash Equivalents—257.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,280,666,803 |
|
|
$ |
1,208,953,611 |
|
|
Liabilities in Excess of Other Assets—(157.3)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(739,124,337 |
) |
|
Net Assets—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
469,829,274 |
|
|
(1) |
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable London Interbank Offered Rate, or LIBOR or “L” or Prime rate, or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes payment-in-kind, or PIK, interest and other fee rates, if any. |
|
(2) |
Valued based on our accounting policy (See Note 2). The value of all securities was determined using significant unobservable inputs (See Note 5). |
|
(3) |
The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. |
|
(4) |
The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities. |
|
(5) |
Non-U.S. company or principal place of business outside the United States. |
|
(6) |
Non-income producing securities. |
|
(7) |
The securities, or a portion thereof, are not 1) pledged as collateral under the Credit Facility and held through Funding I; or, 2) securing the 2031 Asset-Backed Debt (See Note 10) and held through PennantPark CLO I, Ltd. |
|
(8) |
Investment is held through our Taxable Subsidiary (See Note 1). |
|
(9) |
Represents the purchase of a security with a delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded. |
|
(10) |
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. As of March 31, 2020, qualifying assets represent 83% of our total assets and non-qualifying assets represent 17% of our total assets. |
|
(11) |
Par amount is denominated in Canadian Dollars (C$) as denoted. |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2019
|
Issuer Name |
|
Maturity |
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—176.7% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
First Lien Secured Debt—162.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 Freemont Street Acquisition, LLC |
|
08/11/2025 |
|
Hotels, Restaurants and Leisure |
|
|
10.04 |
% |
|
1M L+800 |
|
|
|
15,000,000 |
|
|
$ |
14,702,672 |
|
|
$ |
15,000,000 |
|
|
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
IT Services |
|
|
8.28 |
% |
|
3M L+600 |
|
|
|
6,500,000 |
|
|
|
6,404,125 |
|
|
|
6,500,000 |
|
|
|
Altamira Technologies, LLC (Revolver) (7), (9) |
|
07/24/2025 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
2,156,250 |
|
|
|
— |
|
|
|
— |
|
|
American Auto Auction Group, LLC |
|
01/02/2024 |
|
Transportation: Consumer |
|
|
7.07 |
% |
|
3M L+475 |
|
|
|
5,798,444 |
|
|
|
5,727,667 |
|
|
|
5,740,459 |
|
|
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
8.10 |
% |
|
3M L+550 |
|
|
|
14,925,000 |
|
|
|
14,670,272 |
|
|
|
14,701,125 |
|
|
|
American Insulated Glass, LLC (7), (9) |
|
12/21/2023 |
|
Building Products |
|
|
— |
|
|
|
— |
|
|
|
649,351 |
|
|
|
— |
|
|
|
(9,740 |
) |
|
American Teleconferencing Services, Ltd. |
|
12/08/2021 |
|
Telecommunications |
|
|
8.69 |
% |
|
3M L+650 |
|
|
|
9,672,954 |
|
|
|
9,590,848 |
|
|
|
6,771,068 |
|
|
|
API Holdings III Corp. |
|
05/11/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
6.45 |
% |
|
1M L+425 |
|
|
|
5,985,000 |
|
|
|
5,955,320 |
|
|
|
5,783,006 |
|
|
|
BEI Precision Systems & Space Company, Inc. |
|
04/28/2023 |
|
Aerospace and Defense |
|
|
7.61 |
% |
|
3M L+550 |
|
|
|
11,730,000 |
|
|
|
11,651,612 |
|
|
|
11,612,700 |
|
|
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
High Tech Industries |
|
|
8.56 |
% |
|
3M L+625 |
|
|
|
13,096,955 |
|
|
|
12,864,397 |
|
|
|
13,096,955 |
|
|
|
By Light Professional IT Services, LLC (7) |
|
05/16/2022 |
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
15,745,817 |
|
|
|
— |
|
|
|
— |
|
|
By Light Professional IT Services, LLC (Revolver) (7), (9) |
|
05/16/2022 |
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
2,504,092 |
|
|
|
— |
|
|
|
— |
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
8.54 |
% |
|
3M L+650 |
|
|
|
2,868,106 |
|
|
|
2,848,592 |
|
|
|
2,854,626 |
|
|
|
Cano Health, LLC |
|
12/23/2021 |
|
Healthcare and Pharmaceuticals |
|
|
8.36 |
% |
|
1M L+650 |
|
|
|
23,306,224 |
|
|
|
23,094,603 |
|
|
|
23,306,224 |
|
|
|
Cardenas Markets LLC |
|
11/29/2023 |
|
Beverage, Food and Tobacco |
|
|
7.86 |
% |
|
1M L+575 |
|
|
|
3,834,884 |
|
|
|
3,840,082 |
|
|
|
3,719,837 |
|
|
|
CHA Holdings, Inc. |
|
04/10/2025 |
|
Environmental Industries |
|
|
6.79 |
% |
|
3M L+450 |
|
|
|
7,366,205 |
|
|
|
7,340,067 |
|
|
|
7,329,374 |
|
|
|
CHA Holdings, Inc. (7), (9) |
|
04/10/2025 |
|
Environmental Industries |
|
|
— |
|
|
|
— |
|
|
|
53,571 |
|
|
|
— |
|
|
|
(268 |
) |
|
Challenger Performance Optimization, Inc. (Revolver) (7) |
|
08/31/2023 |
|
Business Services |
|
|
7.87 |
% |
|
1M L+575 |
|
|
|
284,579 |
|
|
|
284,579 |
|
|
|
277,464 |
|
|
|
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
08/31/2023 |
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
426,868 |
|
|
|
— |
|
|
|
(10,672 |
) |
|
Confluent Health, LLC |
|
06/24/2026 |
|
Healthcare Providers and Services |
|
|
7.40 |
% |
|
1M L+500 |
|
|
|
4,000,000 |
|
|
|
3,960,046 |
|
|
|
3,940,000 |
|
|
|
Deva Holdings, Inc. |
|
10/31/2023 |
|
Consumer Goods: Non-Durable |
|
|
7.60 |
% |
|
3M L+550 |
|
|
|
944,900 |
|
|
|
931,008 |
|
|
|
944,900 |
|
|
|
Deva Holdings, Inc. (Revolver) (7), (9) |
|
10/31/2022 |
|
Consumer Goods: Non-Durable |
|
|
— |
|
|
|
— |
|
|
|
2,115,000 |
|
|
|
— |
|
|
|
— |
|
|
Digital Room Holdings, Inc. (7) |
|
05/22/2026 |
|
Media: Advertising, Printing and Publishing |
|
|
7.09 |
% |
|
1M L+500 |
|
|
|
9,975,000 |
|
|
|
9,827,383 |
|
|
|
9,495,003 |
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.08 |
% |
|
3M L+575 |
|
|
|
14,340,441 |
|
|
|
14,159,516 |
|
|
|
14,197,037 |
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
9.75 |
% |
|
P+475 |
|
|
|
439,118 |
|
|
|
439,118 |
|
|
|
434,726 |
|
|
|
(Revolver) (7), (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
— |
|
|
|
— |
|
|
|
3,952,059 |
|
|
|
— |
|
|
|
(39,522 |
) |
|
(Revolver) (7), (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas Sewer Intermediate, LLC (7) |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
7.85 |
% |
|
3M L+575 |
|
|
|
9,816,712 |
|
|
|
9,755,921 |
|
|
|
9,718,545 |
|
|
|
East Valley Tourist Development Authority |
|
03/07/2022 |
|
Hotel, Gaming and Leisure |
|
|
10.06 |
% |
|
3M L+800 |
|
|
|
18,592,082 |
|
|
|
18,478,010 |
|
|
|
18,406,161 |
|
|
|
eCommission Financial Services, Inc. (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
7.07 |
% |
|
1M L+500 |
|
|
|
21,564,375 |
|
|
|
21,564,375 |
|
|
|
21,564,375 |
|
|
|
eCommission Financial Services, Inc. (Revolver) (7), (9), (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
— |
|
|
|
— |
|
|
|
5,000,000 |
|
|
|
— |
|
|
|
— |
|
|
Education Networks of America, Inc. |
|
05/06/2021 |
|
Telecommunications |
|
|
9.62 |
% |
|
1M L+750 |
|
|
|
10,401,338 |
|
|
|
10,401,338 |
|
|
|
10,349,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 2.50 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Education Networks of America, Inc. (Revolver) (7), (9) |
|
05/06/2021 |
|
Telecommunications |
|
|
9.66 |
% |
|
1M L+750 |
|
|
|
2,189,535 |
|
|
|
2,189,535 |
|
|
|
2,178,587 |
|
|
|
Efficient Collaborative Retail Marketing Company, LLC |
|
06/15/2022 |
|
Media: Diversified and Production |
|
|
8.85 |
% |
|
3M L+675 |
|
|
|
7,250,797 |
|
|
|
7,220,335 |
|
|
|
7,178,290 |
|
|
|
FlexPrint, LLC |
|
01/02/2024 |
|
Professional Services |
|
|
8.61 |
% |
|
3M L+620 |
|
|
|
4,281,014 |
|
|
|
4,213,518 |
|
|
|
4,216,799 |
|
|
|
FlexPrint, LLC (7), (9) |
|
01/02/2024 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
3,772,226 |
|
|
|
— |
|
|
|
(28,292 |
) |
|
GCOM Software LLC |
|
11/14/2022 |
|
High Tech Industries |
|
|
8.37 |
% |
|
1M L+625 |
|
|
|
12,112,187 |
|
|
|
11,880,407 |
|
|
|
12,112,187 |
|
|
|
GCOM Software LLC (Revolver) (7), (9) |
|
11/14/2022 |
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
2,666,667 |
|
|
|
— |
|
|
|
— |
|
|
Good2Grow LLC (Revolver) (7), (9) |
|
11/16/2023 |
|
Beverages |
|
|
— |
|
|
|
— |
|
|
|
3,137,000 |
|
|
|
— |
|
|
|
(31,370 |
) |
|
GSM Holdings, Inc. |
|
06/03/2024 |
|
Consumer Goods: Durable |
|
|
6.66 |
% |
|
3M L+450 |
|
|
|
19,325,409 |
|
|
|
19,215,204 |
|
|
|
19,132,154 |
|
|
|
GSM Holdings, Inc. (Revolver) (7) |
|
06/03/2024 |
|
Consumer Goods: Durable |
|
|
6.69 |
% |
|
3M L+450 |
|
|
|
5,938,737 |
|
|
|
5,938,737 |
|
|
|
5,879,350 |
|
|
|
GSM Holdings, Inc. (Revolver) (7), (9) |
|
06/03/2024 |
|
Consumer Goods: Durable |
|
|
— |
|
|
|
— |
|
|
|
1,187,747 |
|
|
|
— |
|
|
|
(11,877 |
) |
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
8.39 |
% |
|
1M L+625 |
|
|
|
7,491,774 |
|
|
|
7,422,604 |
|
|
|
7,491,774 |
|
|
|
HW Holdco, LLC (Revolver) (7) |
|
12/10/2024 |
|
Media |
|
|
8.39 |
% |
|
1M L+625 |
|
|
|
209,032 |
|
|
|
209,032 |
|
|
|
209,032 |
|
|
|
HW Holdco, LLC (Revolver) (7), (9) |
|
12/10/2024 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,242,581 |
|
|
|
— |
|
|
|
— |
|
|
IMIA Holdings, Inc. (Revolver) (7), (9) |
|
10/28/2024 |
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
1,968,504 |
|
|
|
— |
|
|
|
— |
|
|
Impact Group, LLC |
|
06/27/2023 |
|
Wholesale |
|
|
8.72 |
% |
|
1M L+650 |
|
|
|
12,807,129 |
|
|
|
12,742,367 |
|
|
|
12,679,058 |
|
|
|
Innova Medical Ophthalmics Inc. (5), (10) |
|
04/13/2023 |
|
Capital Equipment |
|
|
8.35 |
% |
|
3M L+625 |
|
|
|
3,305,640 |
|
|
|
3,271,191 |
|
|
|
3,272,584 |
|
|
|
Innova Medical Ophthalmics Inc. (Revolver) (5), (7), (10) |
|
04/13/2023 |
|
Capital Equipment |
|
|
10.00 |
% |
|
P+500 |
|
|
|
159,292 |
|
|
|
159,292 |
|
|
|
158,495 |
|
|
|
Innova Medical Ophthalmics Inc. (Revolver) (5), (7), (9), (10) |
|
04/13/2023 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
371,681 |
|
|
|
— |
|
|
|
(1,858 |
) |
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
Consumer Services |
|
|
6.85 |
% |
|
3M L+475 |
|
|
|
25,755,126 |
|
|
|
25,541,479 |
|
|
|
25,755,126 |
|
|
|
Integrative Nutrition, LLC (Revolver) (7), (9) |
|
09/29/2023 |
|
Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
5,000,000 |
|
|
|
— |
|
|
|
— |
|
|
Inventus Power, Inc. |
|
04/30/2020 |
|
Consumer Goods: Durable |
|
|
8.54 |
% |
|
1M L+650 |
|
|
|
4,105,494 |
|
|
|
4,100,506 |
|
|
|
3,777,055 |
|
|
|
K2 Pure Solutions NoCal, L.P. (Revolver) (7) |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
7.30 |
% |
|
1M L+525 |
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
493,950 |
|
|
|
K2 Pure Solutions NoCal, L.P. (Revolver) (7), (9) |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
— |
|
|
|
— |
|
|
|
928,571 |
|
|
|
— |
|
|
|
(11,236 |
) |
|
Kentucky Downs, LLC |
|
03/07/2025 |
|
Hotels, Restaurants and Leisure |
|
|
10.60 |
% |
|
1M L+850 |
|
|
|
5,429,692 |
|
|
|
5,327,414 |
|
|
|
5,429,692 |
|
|
|
Kentucky Downs, LLC (7), (9) |
|
03/07/2025 |
|
Hotels, Restaurants and Leisure |
|
|
— |
|
|
|
— |
|
|
|
1,344,828 |
|
|
|
— |
|
|
|
— |
|
|
KHC Holdings, Inc. |
|
10/31/2022 |
|
Wholesale |
|
|
8.23 |
% |
|
3M L+600 |
|
|
|
12,031,250 |
|
|
|
11,925,121 |
|
|
|
12,031,250 |
|
|
|
KHC Holdings, Inc. (Revolver) (7) |
|
10/30/2020 |
|
Wholesale |
|
|
6.29 |
% |
|
1M L+425 |
|
|
|
479,839 |
|
|
|
479,839 |
|
|
|
479,839 |
|
|
|
KHC Holdings, Inc. (Revolver) (7), (9) |
|
10/30/2020 |
|
Wholesale |
|
|
— |
|
|
|
— |
|
|
|
729,839 |
|
|
|
— |
|
|
|
— |
|
|
Lago Resort & Casino, LLC |
|
03/07/2022 |
|
Hotel, Gaming and Leisure |
|
|
11.60 |
% |
|
3M L+950 |
|
|
|
9,316,000 |
|
|
|
9,224,654 |
|
|
|
9,176,260 |
|
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
7.60 |
% |
|
1M L+550 |
|
|
|
8,357,143 |
|
|
|
8,311,279 |
|
|
|
8,349,621 |
|
|
|
LAV Gear Holdings, Inc. (Revolver) (7) |
|
10/31/2024 |
|
Capital Equipment |
|
|
7.61 |
% |
|
1M L+550 |
|
|
|
126,984 |
|
|
|
126,984 |
|
|
|
126,870 |
|
|
|
LAV Gear Holdings, Inc. (Revolver) (7), (9) |
|
10/31/2024 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
1,460,317 |
|
|
|
— |
|
|
|
(1,314 |
) |
|
LifeCare Holdings LLC (7) |
|
11/30/2021 |
|
Healthcare and Pharmaceuticals |
|
|
0.00 |
% |
(6) |
|
— |
|
|
|
4,736,107 |
|
|
|
4,599,788 |
|
|
|
94,722 |
|
|
Lombart Brothers, Inc. |
|
04/13/2022 |
|
Capital Equipment |
|
|
8.35 |
% |
|
3M L+625 |
|
|
|
13,783,976 |
|
|
|
13,628,111 |
|
|
|
13,646,136 |
|
|
|
Lombart Brothers, Inc. (Revolver) (7) |
|
04/13/2022 |
|
Capital Equipment |
|
|
10.00 |
% |
|
P+500 |
|
|
|
437,272 |
|
|
|
437,272 |
|
|
|
435,086 |
|
|
|
Lombart Brothers, Inc. (Revolver) (7), (9) |
|
04/13/2022 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
801,666 |
|
|
|
— |
|
|
|
(4,009 |
) |
|
Long Island Vision Management, LLC |
|
09/11/2023 |
|
Healthcare and Pharmaceuticals |
|
|
7.05 |
% |
|
3M L+475 |
|
|
|
8,165,763 |
|
|
|
8,114,887 |
|
|
|
8,124,934 |
|
|
|
Long Island Vision Management, LLC (7), (9) |
|
09/11/2023 |
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,788,843 |
|
|
|
— |
|
|
|
(8,944 |
) |
|
Long’s Drugs Incorporated |
|
08/19/2022 |
|
Healthcare and Pharmaceuticals |
|
|
7.10 |
% |
|
1M L+500 |
|
|
|
9,900,000 |
|
|
|
9,830,562 |
|
|
|
9,801,000 |
|
|
|
Long’s Drugs Incorporated (Revolver) (7), (9) |
|
08/19/2022 |
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
3,000,000 |
|
|
|
— |
|
|
|
(60,000 |
) |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2019
|
Issuer Name |
|
Maturity |
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
LSF9 Atlantis Holdings, LLC |
|
05/01/2023 |
|
Retail |
|
|
8.04 |
% |
|
1M L+600 |
|
|
|
13,684,375 |
|
|
$ |
13,590,322 |
|
|
$ |
12,711,826 |
|
|
|
Manna Pro Products, LLC |
|
12/08/2023 |
|
Consumer Goods: Non-Durable |
|
|
8.11 |
% |
|
1M L+600 |
|
|
|
8,390,000 |
|
|
|
8,327,947 |
|
|
|
8,159,275 |
|
|
|
Marketplace Events LLC |
|
01/27/2023 |
|
Media: Diversified and Production |
|
|
7.35 |
% |
|
3M L+525 |
|
|
|
5,312,015 |
|
|
|
5,243,388 |
|
|
|
5,245,616 |
|
|
|
Marketplace Events LLC (11) |
|
01/27/2023 |
|
Media: Diversified and Production |
|
|
7.20 |
% |
|
P+275 |
|
C |
$ |
16,299,990 |
|
|
|
11,428,057 |
|
|
|
12,311,171 |
|
|
|
Marketplace Events LLC (Revolver) (7) |
|
01/27/2023 |
|
Media: Diversified and Production |
|
|
7.75 |
% |
|
P+275 |
|
|
|
476,886 |
|
|
|
476,886 |
|
|
|
476,886 |
|
|
|
Marketplace Events LLC (Revolver) (7), (9) |
|
01/27/2023 |
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
1,226,277 |
|
|
|
— |
|
|
|
— |
|
|
MeritDirect, LLC |
|
05/23/2024 |
|
Media |
|
|
8.06 |
% |
|
3M L+550 |
|
|
|
34,772,838 |
|
|
|
34,280,848 |
|
|
|
34,251,245 |
|
|
|
MeritDirect, LLC (Revolver) (7), (9) |
|
05/23/2024 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
4,481,655 |
|
|
|
— |
|
|
|
(67,225 |
) |
|
Mission Critical Electronics, Inc. (Revolver) (7) |
|
09/28/2021 |
|
Capital Equipment |
|
|
7.18 |
% |
|
1M L+500 |
|
|
|
212,014 |
|
|
|
212,014 |
|
|
|
212,014 |
|
|
|
Mission Critical Electronics, Inc. (Revolver) (7), (9) |
|
09/28/2021 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
1,113,074 |
|
|
|
— |
|
|
|
— |
|
|
Montreign Operating Company, LLC |
|
01/24/2023 |
|
Hotel, Gaming and Leisure |
|
|
10.37 |
% |
|
3M L+825 |
|
|
|
27,189,858 |
|
|
|
27,394,375 |
|
|
|
24,344,712 |
|
|
|
Nuvei Technologies Corp. (5), (10) |
|
09/28/2025 |
|
Diversified Financial Services |
|
|
8.43 |
% |
|
P+400 |
|
|
|
19,949,780 |
|
|
|
19,652,494 |
|
|
|
19,650,534 |
|
|
|
Olde Thompson, LLC |
|
05/14/2024 |
|
Beverage, Food and Tobacco |
|
|
6.54 |
% |
|
1M L+450 |
|
|
|
1,575,476 |
|
|
|
1,559,721 |
|
|
|
1,575,476 |
|
|
|
Olde Thompson, LLC - Revolver (7), (9) |
|
05/14/2024 |
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
2,642,857 |
|
|
|
— |
|
|
|
— |
|
|
Output Services Group, Inc. |
|
03/27/2024 |
|
Business Services |
|
|
6.54 |
% |
|
1M L+450 |
|
|
|
2,962,422 |
|
|
|
2,684,289 |
|
|
|
2,547,683 |
|
|
|
Ox Two, LLC |
|
02/27/2023 |
|
Construction and Building |
|
|
8.29 |
% |
|
1M L+625 |
|
|
|
12,780,524 |
|
|
|
12,708,453 |
|
|
|
12,780,524 |
|
|
|
Ox Two, LLC (Revolver) (7) |
|
02/27/2023 |
|
Construction and Building |
|
|
12.25 |
% |
|
P+725 |
|
|
|
508,444 |
|
|
|
508,444 |
|
|
|
508,444 |
|
|
|
Ox Two, LLC (Revolver) (7), (9) |
|
02/27/2023 |
|
Construction and Building |
|
|
— |
|
|
|
— |
|
|
|
47,111 |
|
|
|
— |
|
|
|
— |
|
|
Peninsula Pacific Entertainment LLC (7) |
|
11/13/2024 |
|
Hotel, Gaming and Leisure |
|
|
9.35 |
% |
|
1M L+725 |
|
|
|
13,275,810 |
|
|
|
13,225,232 |
|
|
|
13,275,810 |
|
|
|
Pestell Minerals and Ingredients Inc. (5), (10) |
|
06/01/2023 |
|
Beverage, Food and Tobacco |
|
|
7.57 |
% |
|
3M L+525 |
|
|
|
14,887,500 |
|
|
|
14,769,736 |
|
|
|
14,738,625 |
|
|
|
Plant Health Intermediate, Inc. (7) |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
2,113,704 |
|
|
|
2,087,235 |
|
|
|
2,092,567 |
|
|
|
PlayPower, Inc. |
|
05/08/2026 |
|
Leisure Products |
|
|
7.60 |
% |
|
1M L+550 |
|
|
|
5,586,000 |
|
|
|
5,531,151 |
|
|
|
5,579,018 |
|
|
|
PRA Events, Inc. |
|
08/08/2022 |
|
Business Services |
|
|
9.11 |
% |
|
1M L+700 |
|
|
|
2,585,319 |
|
|
|
2,543,697 |
|
|
|
2,585,319 |
|
|
|
Quantum Spatial, Inc. |
|
09/04/2024 |
|
Aerospace and Defense |
|
|
7.32 |
% |
|
1M L+525 |
|
|
|
19,000,000 |
|
|
|
18,717,745 |
|
|
|
18,715,000 |
|
|
|
Questex, LLC |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
7.11 |
% |
|
3M L+500 |
|
|
|
7,425,000 |
|
|
|
7,297,539 |
|
|
|
7,350,750 |
|
|
|
Questex, LLC (Revolver) (7), (9) |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
1,196,809 |
|
|
|
— |
|
|
|
(11,968 |
) |
|
Research Horizons, LLC |
|
06/28/2022 |
|
Media: Advertising, Printing and Publishing |
|
|
8.36 |
% |
|
3M L+625 |
|
|
|
7,241,807 |
|
|
|
7,167,727 |
|
|
|
7,096,971 |
|
|
|
Research Now Group, Inc. and Survey Sampling |
|
12/20/2024 |
|
Business Services |
|
|
7.84 |
% |
|
3M L+550 |
|
|
|
24,562,500 |
|
|
|
23,577,849 |
|
|
|
24,600,818 |
|
|
|
International LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riverpoint Medical, LLC |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
7.39 |
% |
|
3M L+500 |
|
|
|
4,987,500 |
|
|
|
4,938,821 |
|
|
|
4,961,565 |
|
|
|
Riverpoint Medical, LLC (Revolver) (7), (9) |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
909,091 |
|
|
|
— |
|
|
|
(4,727 |
) |
|
Salient CRGT Inc. |
|
02/28/2022 |
|
High Tech Industries |
|
|
8.05 |
% |
|
1M L+600 |
|
|
|
1,771,740 |
|
|
|
1,752,209 |
|
|
|
1,674,294 |
|
|
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
Professional Services |
|
|
7.14 |
% |
|
1M L+500 |
|
|
|
18,256,482 |
|
|
|
17,988,515 |
|
|
|
18,256,482 |
|
|
|
Schlesinger Global, Inc. (7), (9) |
|
07/14/2025 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
4,007,789 |
|
|
|
— |
|
|
|
— |
|
|
Schlesinger Global, Inc. (Revolver) (7) |
|
07/14/2025 |
|
Professional Services |
|
|
7.82 |
% |
|
3M L+500 |
|
|
|
667,965 |
|
|
|
667,965 |
|
|
|
667,965 |
|
|
|
Schlesinger Global, Inc. (Revolver) (7), (9) |
|
07/14/2025 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
1,202,337 |
|
|
|
— |
|
|
|
— |
|
|
Signature Systems Holding Company |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
8.60 |
% |
|
1M L+650 |
|
|
|
12,918,768 |
|
|
|
12,735,120 |
|
|
|
12,918,768 |
|
|
|
Signature Systems Holding Company (Revolver) (7), (9) |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,747,312 |
|
|
|
— |
|
|
|
— |
|
|
Smile Brands Inc. (7) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
6.64 |
% |
|
1M L+450 |
|
|
|
2,136,667 |
|
|
|
2,136,667 |
|
|
|
2,115,300 |
|
|
|
Smile Brands Inc. (7), (9) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
2,362,585 |
|
|
|
— |
|
|
|
(23,626 |
) |
|
Smile Brands Inc. (Revolver) (7) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
8.61 |
% |
|
P+350 |
|
|
|
242,438 |
|
|
|
242,438 |
|
|
|
238,025 |
|
|
|
Smile Brands Inc. (Revolver) (7), (9) |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,373,813 |
|
|
|
— |
|
|
|
(25,003 |
) |
|
Snak Club, LLC (Revolver) (7) |
|
07/19/2021 |
|
Beverage, Food and Tobacco |
|
|
8.23 |
% |
|
3M L+600 |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
46,500 |
|
|
|
Snak Club, LLC (Revolver) (7), (9) |
|
07/19/2021 |
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
445,136 |
|
|
|
— |
|
|
|
(31,160 |
) |
|
Solutionreach, Inc. |
|
01/17/2024 |
|
Healthcare Technology |
|
|
7.83 |
% |
|
3M L+575 |
|
|
|
13,253,400 |
|
|
|
13,019,272 |
|
|
|
13,082,432 |
|
|
|
Solutionreach, Inc. (7), (9) |
|
01/17/2024 |
|
Healthcare Technology |
|
|
— |
|
|
|
— |
|
|
|
1,665,000 |
|
|
|
— |
|
|
|
(21,478 |
) |
|
TeleGuam Holdings, LLC |
|
07/25/2023 |
|
Telecommunications |
|
|
7.10 |
% |
|
1M L+500 |
|
|
|
7,473,846 |
|
|
|
7,393,786 |
|
|
|
7,399,108 |
|
|
|
Teneo Holdings LLC |
|
07/18/2025 |
|
Diversified Financial Services |
|
|
7.45 |
% |
|
1M L+525 |
|
|
|
10,000,000 |
|
|
|
9,600,726 |
|
|
|
9,525,000 |
|
|
|
Tensar Corporation |
|
07/09/2021 |
|
Construction and Building |
|
|
6.85 |
% |
|
3M L+475 |
|
|
|
22,620,696 |
|
|
|
22,523,390 |
|
|
|
21,715,869 |
|
|
|
The Infosoft Group, LLC |
|
09/16/2024 |
|
Media: Broadcasting and Subscription |
|
|
7.37 |
% |
|
3M L+525 |
|
|
|
18,667,460 |
|
|
|
18,511,339 |
|
|
|
18,480,783 |
|
|
|
The Original Cakerie, Co. (5), (10) |
|
07/20/2022 |
|
Consumer Goods: Non-Durable |
|
|
7.15 |
% |
|
2M L+500 |
|
|
|
7,624,976 |
|
|
|
7,550,542 |
|
|
|
7,586,851 |
|
|
|
The Original Cakerie Ltd. (5), (10) |
|
07/20/2022 |
|
Consumer Goods: Non-Durable |
|
|
6.65 |
% |
|
2M L+450 |
|
|
|
5,431,292 |
|
|
|
5,398,553 |
|
|
|
5,404,135 |
|
|
|
The Original Cakerie Ltd. (Revolver) (5), (7), (10) |
|
07/20/2022 |
|
Consumer Goods: Non-Durable |
|
|
6.65 |
% |
|
3M L+450 |
|
|
|
170,218 |
|
|
|
170,218 |
|
|
|
169,367 |
|
|
|
The Original Cakerie Ltd. (Revolver) (5), (7), (9), (10) |
|
07/20/2022 |
|
Consumer Goods: Non-Durable |
|
|
— |
|
|
|
— |
|
|
|
1,248,266 |
|
|
|
— |
|
|
|
(6,241 |
) |
|
Triad Manufacturing, Inc. |
|
12/28/2020 |
|
Capital Equipment |
|
|
13.29 |
% |
|
1M L+1,125 |
|
|
|
7,710,575 |
|
|
|
7,664,214 |
|
|
|
7,633,469 |
|
|
|
TVC Enterprises, LLC |
|
01/18/2024 |
|
Professional Services |
|
|
7.61 |
% |
|
1M L+550 |
|
|
|
5,928,804 |
|
|
|
5,824,179 |
|
|
|
5,928,804 |
|
|
|
TVC Enterprises, LLC (7), (9) |
|
01/18/2024 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
1,955,719 |
|
|
|
— |
|
|
|
— |
|
|
TVC Enterprises, LLC (Revolver) (7) |
|
01/18/2024 |
|
Professional Services |
|
|
7.61 |
% |
|
1M L+550 |
|
|
|
467,022 |
|
|
|
467,022 |
|
|
|
467,022 |
|
|
|
TVC Enterprises, LLC (Revolver) (7), (9) |
|
01/18/2024 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
836,791 |
|
|
|
— |
|
|
|
— |
|
|
TWS Acquisition Corporation |
|
06/16/2025 |
|
Diversified Consumer Services |
|
|
8.28 |
% |
|
1M L+625 |
|
|
|
7,075,000 |
|
|
|
6,906,190 |
|
|
|
6,933,500 |
|
|
|
TWS Acquisition Corporation (Revolver) (7) |
|
06/16/2025 |
|
Diversified Consumer Services |
|
|
8.28 |
% |
|
1M L+625 |
|
|
|
808,571 |
|
|
|
808,571 |
|
|
|
792,400 |
|
|
|
TWS Acquisition Corporation (Revolver) (7), (9) |
|
06/16/2025 |
|
Diversified Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
1,819,286 |
|
|
|
— |
|
|
|
(36,385 |
) |
|
Tyto Athene, LLC |
|
08/27/2024 |
|
Aerospace and Defense |
|
|
7.80 |
% |
|
1M L+575 |
|
|
|
18,000,068 |
|
|
|
17,763,278 |
|
|
|
17,463,665 |
|
|
|
Tyto Athene, LLC (Revolver) (7) |
|
08/27/2024 |
|
Aerospace and Defense |
|
|
7.80 |
% |
|
1M L+575 |
|
|
|
4,465,909 |
|
|
|
4,465,909 |
|
|
|
4,332,825 |
|
|
|
Tyto Athene, LLC (Revolver) (7), (9) |
|
08/27/2024 |
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
2,352,273 |
|
|
|
— |
|
|
|
(70,098 |
) |
|
UBEO, LLC |
|
04/03/2024 |
|
Capital Equipment |
|
|
6.75 |
% |
|
3M L+450 |
|
|
|
14,169,914 |
|
|
|
14,069,246 |
|
|
|
14,028,214 |
|
|
|
UBEO, LLC (Revolver) (7), (9) |
|
04/03/2024 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
2,933,333 |
|
|
|
— |
|
|
|
(38,661 |
) |
|
UniTek Global Services, Inc. |
|
08/20/2024 |
|
Telecommunications |
|
|
8.42 |
% |
|
3M L+550 |
|
|
|
10,395,000 |
|
|
|
10,209,742 |
|
|
|
9,771,301 |
|
|
|
US Med Acquisition, Inc. (7) |
|
08/13/2021 |
|
Healthcare and Pharmaceuticals |
|
|
11.10 |
% |
|
1M L+900 |
|
|
|
2,996,094 |
|
|
|
2,996,094 |
|
|
|
2,996,094 |
|
|
|
Vision Purchaser Corporation |
|
06/10/2025 |
|
Media |
|
|
8.30 |
% |
|
1M L+625 |
|
|
|
3,440,998 |
|
|
|
3,373,821 |
|
|
|
3,406,588 |
|
|
|
Whitney, Bradley & Brown, Inc. |
|
10/18/2022 |
|
Aerospace and Defense |
|
|
9.55 |
% |
|
1M L+750 |
|
|
|
5,187,498 |
|
|
|
5,083,748 |
|
|
|
5,187,498 |
|
|
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
829,387,687 |
|
|
|
818,357,018 |
|
|
Second Lien Secured Debt—5.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condor Borrower, LLC (7) |
|
04/25/2025 |
|
High Tech Industries |
|
|
11.01 |
% |
|
3M L+875 |
|
|
|
1,655,172 |
|
|
|
1,628,190 |
|
|
|
1,638,621 |
|
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2019
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
|
DBI Holdings, LLC, Term Loan B |
|
02/01/2026 |
|
|
Business Services |
|
|
8.00 |
% |
|
|
— |
|
|
|
10,639,343 |
|
|
$ |
10,639,343 |
|
|
$ |
10,586,145 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 8.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holdings, LLC, Term Loan C (7) |
|
03/26/2021 |
|
|
Business Services |
|
|
8.00 |
% |
|
|
— |
|
|
|
21,276 |
|
|
|
21,276 |
|
|
|
21,276 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 8.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DecoPac, Inc. (7) |
|
03/31/2025 |
|
|
Beverage, Food and Tobacco |
|
|
10.35 |
% |
|
3M L+825 |
|
|
|
9,738,580 |
|
|
|
9,643,427 |
|
|
|
9,738,580 |
|
||
|
MailSouth, Inc. |
|
10/23/2024 |
|
|
Media: Advertising, Printing and Publishing |
|
|
12.00 |
% |
|
12M L+925 |
|
|
|
2,871,025 |
|
|
|
2,822,554 |
|
|
|
2,784,894 |
|
||
|
McAfee, LLC (7) |
|
09/29/2025 |
|
|
High Tech Industries |
|
|
10.62 |
% |
|
1M L+850 |
|
|
|
2,187,500 |
|
|
|
2,158,107 |
|
|
|
2,205,284 |
|
||
|
PT Network Intermediate Holdings, LLC (7), (8) |
|
11/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
12.30 |
% |
|
3M L+1,000 |
|
|
|
1,864,409 |
|
|
|
1,846,555 |
|
|
|
1,845,765 |
|
||
|
|
|
|
|
|
|
|
|
|
(PIK 12.30 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,759,453 |
|
|
|
28,820,565 |
|
|
Preferrred Equity— 1.9% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (PTN) Investment Holdings II, LLC |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,458 |
|
|
|
21,870 |
|
|
|
450 |
|
|
(PT Network, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condor Holdings Limited (5), (7), (10) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
88,000 |
|
|
|
10,173 |
|
|
|
11,325 |
|
|
Condor Top Holdco Limited (5), (7), (10) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
88,000 |
|
|
|
77,827 |
|
|
|
86,640 |
|
|
DBI Holdings, LLC, Series A-1 (8) |
|
|
— |
|
|
Business Services |
|
|
13.00 |
% |
|
|
— |
|
|
|
7,041 |
|
|
|
7,040,844 |
|
|
|
6,545,361 |
|
|
MeritDirect Holdings, LP (7), (8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
960 |
|
|
|
960,000 |
|
|
|
1,002,057 |
|
|
NXOF Holdings, Inc. (NextiraOne Federal, LLC) (7) |
|
|
|
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
490 |
|
|
|
490,000 |
|
|
|
362,645 |
|
|
PT Network Intermediate Holdings, LLC (7), (8) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
12.14 |
% |
|
3M L+1,000 |
|
|
|
33 |
|
|
|
359,000 |
|
|
|
370,570 |
|
|
|
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
12.00 |
% |
|
|
— |
|
|
|
1,167 |
|
|
|
1,166,993 |
|
|
|
1,224,860 |
|
|
UniTek Global Services, Inc. - |
|
|
— |
|
|
Telecommunications |
|
|
20.00 |
% |
|
|
— |
|
|
|
343,861 |
|
|
|
343,861 |
|
|
|
30,743 |
|
|
Super Senior Preferred Equity (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UniTek Global Services, Inc. - Senior Preferred Equity (7) |
|
|
— |
|
|
Telecommunications |
|
|
18.00 |
% |
|
|
— |
|
|
|
448,851 |
|
|
|
448,851 |
|
|
|
— |
|
|
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
Telecommunications |
|
|
13.50 |
% |
|
|
— |
|
|
|
1,047,317 |
|
|
|
670,283 |
|
|
|
— |
|
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,589,702 |
|
|
|
9,634,652 |
|
|
Common Equity/Warrants— 6.4% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affinion Group Holdings, Inc. (Warrants)(7) |
|
|
— |
|
|
Consumer Goods: Durable |
|
|
— |
|
|
|
— |
|
|
|
8,893 |
|
|
|
244,998 |
|
|
|
94,129 |
|
|
AG Investco LP (7), (8) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
714,652 |
|
|
|
714,652 |
|
|
|
714,652 |
|
|
AG Investco LP (7), (8), (9) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
285,348 |
|
|
|
— |
|
|
|
— |
|
|
Altamira Intermediate Company II, Inc. (7) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,437,500 |
|
|
|
1,437,500 |
|
|
|
1,437,500 |
|
|
By Light Investco LP (7), (8) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
21,908 |
|
|
|
2,190,771 |
|
|
|
9,218,753 |
|
|
By Light Investco LP (7), (8), (9) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
5,592 |
|
|
|
— |
|
|
|
— |
|
|
CI (Allied) Investment Holdings, LLC |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
120,962 |
|
|
|
1,243,217 |
|
|
|
1,260,269 |
|
|
(Allied America, Inc.) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (PTN) Investment Holdings II, LLC |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
13,333 |
|
|
|
200,000 |
|
|
|
— |
|
|
(PT Network, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (Summit) Investment Holdings, LLC |
|
|
— |
|
|
Construction and Building |
|
|
— |
|
|
|
— |
|
|
|
54,907 |
|
|
|
581,995 |
|
|
|
720,588 |
|
|
(SFP Holding, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holdings, LLC, Series B (10), (8) |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
1,489,508 |
|
|
|
330,791 |
|
|
|
— |
|
|
DecoPac Holdings Inc. (7) |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
1,633 |
|
|
|
1,632,744 |
|
|
|
3,149,261 |
|
|
eCommission Holding Corporation (7), (10) |
|
|
|
|
|
Banking, Finance, Insurance & Real Estate |
|
|
— |
|
|
|
— |
|
|
|
20 |
|
|
|
251,156 |
|
|
|
370,436 |
|
|
Faraday Holdings, LLC (7) |
|
|
— |
|
|
Construction and Building |
|
|
— |
|
|
|
— |
|
|
|
1,141 |
|
|
|
58,044 |
|
|
|
331,562 |
|
|
Gauge InfosoftCoInvest, LLC |
|
|
— |
|
|
Media: Broadcasting and Subscription |
|
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
143,663 |
|
|
|
497,465 |
|
|
(The Infosoft Group, LLC) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gauge Schlesinger Coinvest LLC (7) |
|
|
|
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
403 |
|
|
|
403,005 |
|
|
|
403,005 |
|
|
Gauge TVC Coinvest, LLC (TVC Enterprises, LLC) (7) |
|
|
|
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
391,144 |
|
|
|
391,144 |
|
|
|
399,678 |
|
|
GCOM InvestCo LP (7), (8) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
1,549,209 |
|
|
|
1,549,209 |
|
|
|
2,233,506 |
|
|
GCOM InvestCo LP (7), (8), (9) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
450,791 |
|
|
|
— |
|
|
|
— |
|
|
Go Dawgs Capital III, LP |
|
|
— |
|
|
Building Products |
|
|
— |
|
|
|
— |
|
|
|
324,675 |
|
|
|
324,675 |
|
|
|
331,169 |
|
|
(American Insulated Glass, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IIN Group Holdings, LLC |
|
|
— |
|
|
Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
1,000 |
|
|
|
1,000,000 |
|
|
|
1,392,905 |
|
|
(Integrative Nutrition, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITC Rumba, LLC (Cano Health, LLC) (10) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
21,529 |
|
|
|
430,576 |
|
|
|
607,059 |
|
|
JWC/UMA Holdings, L.P. (7) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,000 |
|
|
|
1,000,000 |
|
|
|
1,210,541 |
|
|
JWC-WE Holdings, L.P. |
|
|
— |
|
|
Wholesale |
|
|
— |
|
|
|
— |
|
|
|
1,381,741 |
|
|
|
1,381,741 |
|
|
|
3,595,627 |
|
|
(Walker Edison Furniture Company LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kentucky Racing Holdco, LLC (Warrants) (7), (8) |
|
|
|
|
|
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
87,345 |
|
|
|
— |
|
|
|
166,773 |
|
|
MeritDirect Holdings, LP (7), (8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
960 |
|
|
|
— |
|
|
|
98,635 |
|
|
NXOF Holdings, Inc. (NextiraOne Federal, LLC) (7) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
— |
|
|
PT Network Intermediate Holdings, LLC (7), (8) |
|
|
|
|
|
Healthcare and Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
239,333 |
|
|
|
680,580 |
|
|
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
61 |
|
|
|
61,421 |
|
|
|
29,886 |
|
|
SSC Dominion Holdings, LLC |
|
|
— |
|
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
500,000 |
|
|
|
540,000 |
|
|
Class A (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSC Dominion Holdings, LLC |
|
|
— |
|
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
— |
|
|
|
728,601 |
|
|
Class B (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TPC Broadband Investors, LP (7) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
754,821 |
|
|
|
754,820 |
|
|
|
1,589,878 |
|
|
TPC Broadband Investors, LP (7), (8), (9) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
245,179 |
|
|
|
— |
|
|
|
— |
|
|
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
213,739 |
|
|
|
— |
|
|
|
— |
|
|
UniTek Global Services, Inc. (Warrants) (7) |
|
|
— |
|
|
Telecommunications |
|
|
— |
|
|
|
— |
|
|
|
23,889 |
|
|
|
— |
|
|
|
— |
|
|
WBB Equity, LLC (7), (8) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
142,857 |
|
|
|
142,857 |
|
|
|
498,572 |
|
|
Total Common Equity/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,218,314 |
|
|
|
32,301,030 |
|
|
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
886,955,156 |
|
|
|
889,113,264 |
|
||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
SEPTEMBER 30, 2019
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
|
Par / Shares |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
|
Investments in Non-Controlled, Affiliated Portfolio Companies—4.1% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
First Lien Secured Debt—0.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC (7) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.10 |
% |
|
3M L+500 |
|
|
1,544,161 |
|
|
$ |
1,505,589 |
|
|
$ |
1,544,161 |
|
|||
|
Country Fresh Holdings, LLC (Revolver) (7) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.10 |
% |
|
3M L+500 |
|
|
|
769,038 |
|
|
|
769,038 |
|
|
|
769,038 |
|
||
|
Country Fresh Holdings, LLC (Revolver) (7), (9) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
1,977,526 |
|
|
|
— |
|
|
|
— |
|
|
|
Quick Weight Loss Centers, LLC (7) |
|
10/12/2023 |
|
|
Beverage, Food and Tobacco |
|
|
4.00 |
% |
|
|
— |
|
|
|
2,016,667 |
|
|
|
2,016,667 |
|
|
|
2,036,833 |
|
|
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
(PIK 4.00 |
%) |
|
|
|
|
|
|
|
|
|
|
4,291,294 |
|
|
|
4,350,032 |
|
|
Second Lien Secured Debt—1.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC (7) |
|
04/29/2024 |
|
|
Beverage, Food and Tobacco |
|
|
10.60 |
% |
|
1M L+850 |
|
|
|
5,314,125 |
|
|
|
5,314,125 |
|
|
|
5,314,125 |
|
||
|
|
|
|
|
|
|
|
|
|
(PIK 10.60 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quick Weight Loss Centers, LLC |
|
10/12/2023 |
|
|
Beverage, Food and Tobacco |
|
|
4.00 |
% |
|
|
— |
|
|
|
233,572 |
|
|
|
233,572 |
|
|
|
235,908 |
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
(PIK 4.00 |
%) |
|
|
|
|
|
|
|
|
|
|
5,547,697 |
|
|
|
5,550,033 |
|
|
Preferred Equity—0.2% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quick Weight Loss Centers Holdings, LLC (7), (8) |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
9,568,216 |
|
|
|
842,352 |
|
|
|
891,816 |
|
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
842,352 |
|
|
|
891,816 |
|
|
Common Equity/Warrants—1.9% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holding Company Inc. (7) |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
8,034 |
|
|
|
10,453,350 |
|
|
|
6,864,302 |
|
|
|
Quick Weight Loss Centers, LLC (7), (8) |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
60 |
|
|
|
2,520,000 |
|
|
|
2,774,382 |
|
|
Total Common Equity/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,973,350 |
|
|
|
9,638,684 |
|
|
Total Investments in Non-Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,654,693 |
|
|
|
20,430,565 |
|
||||||
|
Investments in Controlled, Affiliated Portfolio Companies—34.2% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
First Lien Secured Debt—24.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
05/06/2024 |
|
|
Financial Services |
|
|
10.10 |
% |
|
3M L+800 |
|
|
|
122,193,750 |
|
|
|
122,193,750 |
|
|
|
122,193,750 |
|
||
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,193,750 |
|
|
|
122,193,750 |
|
|
Equity Interests—9.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
|
— |
|
|
Financial Services |
|
|
— |
|
|
|
— |
|
|
|
52,369 |
|
|
|
52,368,750 |
|
|
|
49,969,330 |
|
|
Total Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,368,750 |
|
|
|
49,969,330 |
|
|
Total Investments in Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174,562,500 |
|
|
|
172,163,080 |
|
||||||
|
Total Investments—215.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,085,172,349 |
|
|
|
1,081,706,909 |
|
||||||
|
Cash and Cash Equivalents—12.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,053,873 |
|
|
|
18,053,873 |
|
|
BNY Mellon Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,313,364 |
|
|
|
45,283,855 |
|
|
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,367,237 |
|
|
|
63,337,728 |
|
|
Total Investments and Cash Equivalents—227.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,148,539,586 |
|
|
$ |
1,145,044,637 |
|
|
Liabilities in Excess of Other Assets—(127.6)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(641,987,126 |
) |
|
Net Assets—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
503,057,511 |
|
|
(1) |
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate, or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes payment-in-kind, or PIK, interest and other fee rates, if any. |
|
(2) |
Valued based on our accounting policy (See Note 2). The value of all securities was determined using significant unobservable inputs (See Note 5). |
|
(3) |
The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. |
|
(4) |
The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities. |
|
(5) |
Non-U.S. company or principal place of business outside the United States. |
|
(6) |
Non-income producing securities. |
|
(7) |
The securities, or a portion thereof, are not 1) pledged as collateral under the Credit Facility and held through Funding I; or, 2) securing the 2031 Asset-Backed Debt (See Note 10) and held through PennantPark CLO I, Ltd. |
|
(8) |
Investment is held through our Taxable Subsidiary (See Note 1). |
|
(9) |
Represents the purchase of a security with a delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded. |
|
(10) |
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. As of September 30, 2019, qualifying assets represent 79% of our total assets and non-qualifying assets represent 21% of our total assets. |
|
(11) |
Par amount is denominated in Canadian Dollars (C$) as denoted. |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2020
(Unaudited)
1. ORGANIZATION
PennantPark Floating Rate Capital Ltd. was organized as a Maryland corporation in October 2010. We are a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act.
Our investment objectives are to generate both current income and capital appreciation while seeking to preserve capital. We seek to achieve our investment objective by investing primarily in loans bearing variable rates of interest, or Floating Rate Loans, and other investments made to U.S. middle-market private companies whose debt is rated below investment grade. Interest on Floating Rate Loans is determined periodically, on the basis of a floating base lending rate such as LIBOR, with or without a floor, plus a fixed spread. Under normal market conditions, we generally expect that at least 80% of the value of our Managed Assets, which means our net assets plus any borrowings for investment purposes, will be invested in Floating Rate Loans and other investments bearing a variable rate of interest, which may include, from time to time, variable rate derivative instruments. We generally expect that first lien secured debt will represent at least 65% of our overall portfolio. We generally expect to invest up to 35% of our overall portfolio opportunistically in other types of investments, including second lien secured debt, subordinated debt, and, to a lesser extent, equity investments.
We entered into an investment management agreement, or the Investment Management Agreement, with the Investment Adviser, an external adviser that manages our day-to-day operations. We also entered into an administration agreement, or the Administration Agreement, with the Administrator, which provides the administrative services necessary for us to operate.
Funding I, our wholly owned subsidiary and a special purpose entity, was organized in Delaware as a limited liability company in May 2011. We formed Funding I in order to establish the Credit Facility. The Investment Adviser serves as the collateral manager to Funding I and has irrevocably directed that the management fee owed with respect to such services is to be paid to us so long as the Investment Adviser remains the collateral manager. This arrangement does not increase our consolidated management fee. The Credit Facility allows Funding I to borrow up to $520 million at LIBOR (or an alternative risk-free floating interest rate index) plus 200 basis points during the revolving period. The Credit Facility is secured by all of the assets held by Funding I. See Note 10.
We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are subject to tax as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
In May 2017, we and a subsidiary of Kemper Corporation (NYSE: KMPR), Trinity Universal Insurance Company, or Kemper, formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. See Note 4.
In November 2017, we issued $138.6 million of our 2023 Notes. The principal on the 2023 Notes will be payable in four annual installments as follows: 15% of the original principal amount on December 15, 2020, 15% of the original principal amount on December 15, 2021, 15% of the original principal amount on December 15, 2022 and 55% on December 15, 2023. The 2023 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2023 Notes are listed on the Tel Aviv Stock Exchange, or the TASE. In connection with this offering, we have dual listed our common stock on the TASE.
In September 2019, the Securitization Issuers completed the Debt Securitization. The 2031 Asset-Backed Debt is secured by a diversified portfolio of the Securitization Issuer consisting primarily of middle market loans and participation interests in middle market loans. The 2031 Asset-Backed Debt is scheduled to mature on October 15, 2031. On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by certain of our wholly owned subsidiaries, the Securitization Issuer transferred to us 100% of the Preferred Shares of the Securitization Issuer, 100% of the Class D Secured Deferrable Floating Rate Notes issued by the Securitization Issuer, and a portion of the net cash proceeds received from the sale of the 2031 Asset-Backed Debt. See Note 10.
We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended, or ASC, serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.
Our Consolidated Financial Statements are prepared in accordance with GAAP, consistent with ASC Topic 946, Financial Services – Investment Companies, and pursuant to the requirements for reporting on Form 10-K/Q and Articles 6, 10 and 12 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X, we have provided a Consolidated Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders’ Equity.
Our significant accounting policies consistently applied are as follows:
(a) Investment Valuations
We expect that there may not be readily available market values for many of the investments, which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that 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. 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
16
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 5.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
|
|
(1) |
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; |
|
|
(2) |
Preliminary valuation conclusions are then documented and discussed with the management of the Investment Adviser; |
|
|
(3) |
Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management’s preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker; |
|
|
(4) |
The audit committee of our board of directors reviews the preliminary valuations of the Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and |
|
|
(5) |
Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the respective independent valuation firms and the audit committee. |
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If 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.
(b) Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses
Security transactions are recorded on a trade-date basis. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects, as applicable, the change in the fair values of our portfolio investments, the Credit Facility and the 2023 Notes during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, or OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties earned on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned. Litigation settlements are accounted for in accordance with the gain contingency provisions of ASC Subtopic 450-30, Gain Contingencies, or ASC 450-30.
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. As of March 31, 2020, we had two portfolio companies on non-accrual, representing 0.6% and zero of our overall portfolio on a cost and fair value basis, respectively. As of September 30, 2019, we had one portfolio company on non-accrual, representing 0.4% and zero of our overall portfolio on a cost and fair value basis, respectively.
(c) Income Taxes
We have complied with the requirements of Subchapter M of the Code and have qualified to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for U.S. federal income tax purposes, we typically do not incur any material U.S. federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of a U.S. federal excise tax, or we may incur taxes through our taxable subsidiaries, including the Taxable Subsidiary. For the three and six months ended March 31, 2020, we recorded a provision for taxes of $0.1 million and $0.2 million, respectively, pertaining to U.S. federal excise tax. For both the three and six months ended March 31, 2019, we did not record a provision for taxes.
We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the periods presented herein. The Company’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.
17
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Because U.S. federal income tax regulations differ from GAAP, distributions characterized in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
(d) Distributions and Capital Transactions
Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by the board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually. The tax attributes for distributions will generally include ordinary income and capital gains, but may also include certain tax-qualified dividends and/or a return of capital.
Capital transactions in connection with offerings of our common stock, are recorded when issued and offering costs are charged as a reduction of capital upon issuance of our common stock.
(e) Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
|
|
1. |
Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and |
|
|
2. |
Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions. |
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
(f) Consolidation
As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, we will generally not consolidate our investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we have consolidated the results of our taxable subsidiaries, including the Taxable Subsidiary, Funding I and the Securitization Issuer in our Consolidated Financial Statements. We do not consolidate our investment in PSSL. See further description of our investment in PSSL in Note 4.
(g) Asset Transfers and Servicing
Asset transfers that do not meet ASC Topic 860, Transfers and Servicing, requirements for sale accounting treatment are reflected in the Consolidated Statements of Assets and Liabilities and Consolidated Schedules of Investments as investments. The creditors of Funding I have received a security interest in all of its assets and such assets are not intended to be available to our creditors or any of our affiliates.
3. AGREEMENTS AND RELATED PARTY TRANSACTIONS
The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2020. Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of our board of directors, manages the day-to-day operations of and provides investment advisory services to us. The Investment Adviser serves as the collateral manager to Funding I and has irrevocably directed that the management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager. This arrangement does not increase our consolidated management fee. For providing these services, the Investment Adviser receives a fee from us consisting of two components— a base management fee and an incentive fee.
The base management fee is calculated at an annual rate of 1.00% of our “average adjusted gross assets,” which equals our gross assets (exclusive of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. The base management fee is calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For the three and six months ended March 31, 2020, the Investment Adviser earned a base management fee of $2.9 million and $5.8 million, respectively, from us. For the three and six months ended March 31, 2019, the Investment Adviser earned a base management fee of $2.4 million and $4.9 million, respectively, from us.
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any credit facility and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains,
computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). We pay the
18
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Investment Adviser an incentive fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 50% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.9167% in any calendar quarter (11.67% annualized) (we refer to this portion of our Pre-Incentive Fee Net Investment Income (which exceeds the hurdle but is less than 2.9167%) as the “catch-up,” which is meant to provide our Investment Adviser with 20% of our Pre-Incentive Fee Net Investment Income, as if a hurdle did not apply, if this net investment income exceeds 2.9167% in any calendar quarter), and (3) 20% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.9167% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable. For the three and six months ended March 31, 2020, the Investment Adviser earned $2.9 million and $5.3 million, respectively, in incentive fees on net investment income from us. For the three and six months ended March 31, 2019, the Investment Adviser earned $2.5 million and $2.7 million, respectively, in incentive fees on net investment income from us.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and equals 20% of our 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. For both the three and six months ended March 31, 2020 and 2019, the Investment Adviser did not accrue an incentive fee on capital gains, as calculated under the Investment Management Agreement (as described above).
Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 20% of such amount, less the aggregate amount of actual capital gains related to incentive fees paid in all prior years. If such amount is negative, then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. The incentive fee accrued for, but not payable, under GAAP on our unrealized and realized capital gains for both the three and six months ended March 31, 2020 was zero. The incentive fee accrued for, but not payable, under GAAP on our unrealized and realized capital gains for the three and six months ended March 31, 2019 was zero and $(1.4) million, respectively.
The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of the directors who are not interested persons of us, in February 2020. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. For providing these services, facilities and personnel, we have agreed to reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer and their respective staffs. The Administrator also offers, on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated Statements of Operations. For the three and six months ended March 31, 2020, we reimbursed the Investment Adviser approximately $0.7 million and $1.0 million, respectively, including expenses the Investment Adviser incurred on behalf of the Administrator, for services described above. For the three and six months ended March 31, 2019, we reimbursed the Investment Adviser approximately $0.8 million and $1.1 million, respectively, including expenses the Investment Adviser incurred on behalf of the Administrator, for services described above.
During both the three and six months ended March 31, 2020, the Company sold $15.0 million in total investments to an affiliated fund managed by our Investment Adviser in accordance with, and pursuant to procedures adopted under, Rule 17a-7 of the 1940 Act. Realized losses on those sales for both periods amounted to $1.0 million. There were no transactions subject to Rule 17a-7 under the 1940 Act during the three and six months ended March 31, 2019.
For the three and six months ended March 31, 2020, we sold $17.8 million and $86.7 million in investments, respectively, to PSSL at fair value and recognized net realized gains of less than $0.1 million and $0.5 million, respectively. For the three and six months ended March 31, 2019, we sold $19.7 million and $57.7 million in investments, respectively, to PSSL at fair value and recognized less than $0.1 million and $0.2 million of net realized gains, respectively.
4. INVESTMENTS
Purchases of investments, including PIK interest, for the three and six months ended March 31, 2020 totaled $167.8 million and $408.1 million, respectively. For the same periods in the prior year, purchases of investments, including PIK interest, totaled $136.5 million and $317.3 million, respectively. Sales and repayments of investments for the three and six months ended March 31, 2020 totaled $99.4 million and $243.1 million, respectively. For the same periods in the prior year, sales and repayments of investments totaled $143.2 million and $333.5 million, respectively.
19
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Investments, cash and cash equivalents consisted of the following:
|
|
|
March 31, 2020 |
|
|
September 30, 2019 |
|
||||||||||
|
Investment Classification |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
|
First lien |
|
$ |
993,227,859 |
|
|
$ |
952,321,316 |
|
|
$ |
833,678,981 |
|
|
$ |
822,707,050 |
|
|
First lien in PSSL |
|
|
123,418,750 |
|
|
|
119,716,188 |
|
|
|
122,193,750 |
|
|
|
122,193,750 |
|
|
Second lien |
|
|
33,089,637 |
|
|
|
31,994,207 |
|
|
|
34,307,150 |
|
|
|
34,370,598 |
|
|
Equity |
|
|
47,812,856 |
|
|
|
39,806,227 |
|
|
|
42,623,718 |
|
|
|
52,466,181 |
|
|
Equity in PSSL |
|
|
52,893,750 |
|
|
|
35,121,921 |
|
|
|
52,368,750 |
|
|
|
49,969,330 |
|
|
Total investments |
|
|
1,250,442,852 |
|
|
$ |
1,178,959,859 |
|
|
|
1,085,172,349 |
|
|
|
1,081,706,909 |
|
|
Cash and cash equivalents |
|
|
30,223,951 |
|
|
|
29,993,752 |
|
|
|
63,367,237 |
|
|
|
63,337,728 |
|
|
Total investments and cash and cash equivalents |
|
$ |
1,280,666,803 |
|
|
$ |
1,208,953,611 |
|
|
$ |
1,148,539,586 |
|
|
$ |
1,145,044,637 |
|
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets (excluding cash and cash equivalents) in such industries:
|
Industry Classification |
|
March 31, 2020 (1) |
|
|
September 30, 2019 (1) |
|
||
|
Professional Services |
|
|
8 |
% |
|
|
3 |
% |
|
Aerospace and Defense |
|
|
7 |
|
|
|
7 |
|
|
High Tech Industries |
|
|
6 |
|
|
|
5 |
|
|
Business Services |
|
|
5 |
|
|
|
5 |
|
|
Capital Equipment |
|
|
5 |
|
|
|
5 |
|
|
Healthcare and Pharmaceuticals |
|
|
5 |
|
|
|
6 |
|
|
Media |
|
|
5 |
|
|
|
5 |
|
|
Hotel, Gaming and Leisure |
|
|
4 |
|
|
|
7 |
|
|
Beverage, Food and Tobacco |
|
|
3 |
|
|
|
6 |
|
|
Chemicals, Plastics and Rubber |
|
|
3 |
|
|
|
3 |
|
|
Construction and Building |
|
|
3 |
|
|
|
4 |
|
|
Consumer Goods: Durable |
|
|
3 |
|
|
|
3 |
|
|
Consumer Services |
|
|
3 |
|
|
|
3 |
|
|
Healthcare Technology |
|
|
3 |
|
|
|
1 |
|
|
Media: Diversified and Production |
|
|
3 |
|
|
|
4 |
|
|
Telecommunications |
|
|
3 |
|
|
|
4 |
|
|
Banking, Finance, Insurance & Real Estate |
|
|
2 |
|
|
|
2 |
|
|
Consumer Goods: Non-Durable |
|
|
2 |
|
|
|
3 |
|
|
Diversified Financial Services |
|
|
2 |
|
|
|
3 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
2 |
|
|
|
1 |
|
|
Hotels, Restaurants and Leisure |
|
|
2 |
|
|
|
2 |
|
|
Insurance |
|
|
2 |
|
|
|
— |
|
|
Media: Advertising, Printing and Publishing |
|
|
2 |
|
|
|
2 |
|
|
Media: Broadcasting and Subscription |
|
|
2 |
|
|
|
2 |
|
|
Personal Products |
|
|
2 |
|
|
|
— |
|
|
Beverages |
|
|
1 |
|
|
|
1 |
|
|
Building Products |
|
|
1 |
|
|
|
2 |
|
|
Commercial Services & Supplies |
|
|
1 |
|
|
|
2 |
|
|
Construction & Engineering |
|
|
1 |
|
|
|
— |
|
|
Diversified Consumer Services |
|
|
1 |
|
|
|
1 |
|
|
Healthcare Providers and Services |
|
|
1 |
|
|
|
— |
|
|
Retail |
|
|
1 |
|
|
|
1 |
|
|
Wholesale |
|
|
1 |
|
|
|
3 |
|
|
All Other |
|
|
5 |
|
|
|
4 |
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
(1) |
Excludes investments in PSSL. |
PennantPark Senior Secured Loan Fund I LLC
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of March 31, 2020, PSSL had total assets of $497.2 million. As of the same date, we and Kemper had remaining commitments to fund first lien secured debt and equity interests in PSSL in an aggregate amount of $28.5 million. PSSL invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSSL in the form of first lien secured debt and equity interests. As of March 31, 2020, we and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding first lien secured debt and equity interests. As of the same date, our investment in PSSL consisted of first lien secured debt of $123.4 million and equity interests of $52.9 million. As of the same date, we had commitments to fund first lien secured debt to PSSL of $140.9 million, of which $17.5 million was unfunded, and commitments to fund equity interests in PSSL of $60.4 million, of which $7.4 million was unfunded.
20
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
We and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee, provided that two individuals are present that were elected, designated or appointed by each member.
Additionally, PSSL has entered into a $420.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 200 basis points, or the PSSL Credit Facility, with Capital One, N.A. through its wholly-owned subsidiary, PennantPark Senior Secured Loan Facility LLC, or PSSL Subsidiary, subject to leverage and borrowing base restrictions.
Below is a summary of PSSL’s portfolio at fair value:
|
|
|
March 31, 2020 |
|
|
September 30, 2019 |
|
||
|
Total investments |
|
$ |
482,798,265 |
|
|
$ |
488,549,847 |
|
|
Weighted average yield on debt investments |
|
|
7.0 |
% |
|
|
7.6 |
% |
|
Number of portfolio companies in PSSL |
|
|
51 |
|
|
|
45 |
|
|
Largest portfolio company investment |
|
$ |
21,915,026 |
|
|
$ |
22,026,186 |
|
|
Total of five largest portfolio company investments |
|
$ |
98,532,862 |
|
|
$ |
102,872,275 |
|
21
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Below is a listing of PSSL’s individual investments as of March 31, 2020:
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
|
Business Services |
|
|
7.78 |
% |
|
3M L+600 |
|
|
4,937,500 |
|
|
$ |
4,870,291 |
|
|
$ |
4,838,750 |
|
|
|
American Auto Auction Group, LLC |
|
01/02/2024 |
|
|
Transportation: Consumer |
|
|
5.75 |
% |
|
3M L+475 |
|
|
7,709,836 |
|
|
|
7,635,520 |
|
|
|
7,632,738 |
|
|
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
|
High Tech Industries |
|
|
7.86 |
% |
|
1M L+625 |
|
|
13,578,048 |
|
|
|
13,380,598 |
|
|
|
13,170,706 |
|
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
|
Aerospace and Defense |
|
|
8.28 |
% |
|
3M L+650 |
|
|
11,675,625 |
|
|
|
11,593,803 |
|
|
|
11,271,648 |
|
|
|
Cardenas Markets LLC |
|
11/29/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.75 |
% |
|
1M L+575 |
|
|
7,311,083 |
|
|
|
7,276,584 |
|
|
|
7,237,972 |
|
|
|
Centauri Group Holdings, LLC |
|
02/12/2024 |
|
|
Aerospace and Defense |
|
|
6.71 |
% |
|
1M L+525 |
|
|
10,370,472 |
|
|
|
10,361,964 |
|
|
|
10,059,358 |
|
|
|
Challenger Performance Optimization, Inc. |
|
08/31/2023 |
|
|
Business Services |
|
|
7.36 |
% |
|
1M L+575 |
|
|
9,997,608 |
|
|
|
9,918,100 |
|
|
|
8,897,872 |
|
|
|
Country Fresh Holdings, LLC |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.45 |
% |
|
1M L+500 |
|
|
182,403 |
|
|
|
179,556 |
|
|
|
182,403 |
|
|
|
Country Fresh Holdings, LLC (Revolver) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.45 |
% |
|
1M L+500 |
|
|
450,110 |
|
|
|
450,111 |
|
|
|
450,110 |
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.20 |
% |
|
3M L+575 |
|
|
12,250,000 |
|
|
|
12,116,071 |
|
|
|
12,005,000 |
|
|
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.20 |
% |
|
3M L+575 |
|
|
8,125,453 |
|
|
|
8,081,707 |
|
|
|
7,962,943 |
|
|
|
DRS Holdings III, Inc. |
|
11/03/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
7.20 |
% |
|
1M L+575 |
|
|
8,062,563 |
|
|
|
7,985,331 |
|
|
|
7,649,760 |
|
|
|
Findex Group Limited (3), (4) |
|
05/31/2024 |
|
|
Banking, Finance, Insurance and Real Estate |
|
|
5.87 |
% |
|
3M L+525 |
A |
$ |
10,000,000 |
|
|
|
7,385,936 |
|
|
|
5,753,270 |
|
|
|
GCOM Software LLC |
|
11/14/2022 |
|
|
High Tech Industries |
|
|
7.86 |
% |
|
1M L+625 |
|
|
17,091,551 |
|
|
|
16,988,454 |
|
|
|
17,048,821 |
|
|
|
Good2Grow LLC |
|
11/18/2024 |
|
|
Beverage, Food and Tobacco |
|
|
5.32 |
% |
|
3M L+425 |
|
|
11,329,248 |
|
|
|
11,237,035 |
|
|
|
10,536,200 |
|
|
|
GSM Holdings, Inc. |
|
06/03/2024 |
|
|
Consumer Goods: Durable |
|
|
5.56 |
% |
|
3M L+450 |
|
|
19,569,810 |
|
|
|
19,436,112 |
|
|
|
19,080,565 |
|
|
|
IMIA Holdings, Inc. |
|
10/28/2024 |
|
|
Aerospace and Defense |
|
|
5.95 |
% |
|
3M L+450 |
|
|
12,343,750 |
|
|
|
12,292,298 |
|
|
|
11,603,125 |
|
|
|
Impact Group, LLC |
|
06/27/2023 |
|
|
Wholesale |
|
|
7.95 |
% |
|
1M L+650 |
|
|
9,340,185 |
|
|
|
9,254,980 |
|
|
|
7,985,858 |
|
|
|
Infrastructure Supply Operations Pty Ltd. (3), (4) |
|
12/12/2023 |
|
|
Wholesale |
|
|
5.75 |
% |
|
1M L+475 |
A |
$ |
15,000,000 |
|
|
|
10,984,374 |
|
|
|
8,382,025 |
|
|
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
|
Diversified Consumer Services |
|
|
6.20 |
% |
|
1M L+475 |
|
|
9,924,623 |
|
|
|
9,924,623 |
|
|
|
9,527,638 |
|
|
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
1M L+525 |
|
|
19,750,000 |
|
|
|
19,507,844 |
|
|
|
18,805,950 |
|
|
|
Lash Opco, LLC - Term Loan |
|
12/12/2024 |
|
|
Consumer Goods: Non-Durable |
|
|
8.75 |
% |
|
3M L+725 |
|
|
7,406,250 |
|
|
|
7,192,235 |
|
|
|
6,813,750 |
|
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
|
Capital Equipment |
|
|
6.95 |
% |
|
3M L+550 |
|
|
9,875,000 |
|
|
|
9,794,401 |
|
|
|
9,452,350 |
|
|
|
Leap Legal Software Pty Ltd (3), (4) |
|
09/12/2022 |
|
|
High Tech Industries |
|
|
6.75 |
% |
|
3M L+575 |
A |
$ |
14,680,747 |
|
|
|
10,435,897 |
|
|
|
8,850,571 |
|
|
|
LSF9 Atlantis Holdings, LLC |
|
05/01/2023 |
|
|
Retail |
|
|
7.00 |
% |
|
1M L+600 |
|
|
6,984,375 |
|
|
|
7,018,576 |
|
|
|
6,285,938 |
|
|
|
Manna Pro Products, LLC |
|
12/08/2023 |
|
|
Consumer Goods: Non-Durable |
|
|
7.00 |
% |
|
1M L+600 |
|
|
6,842,500 |
|
|
|
6,769,218 |
|
|
|
6,509,954 |
|
|
|
Marketplace Events LLC (4) |
|
01/27/2023 |
|
|
Media: Diversified and Production |
|
|
6.58 |
% |
|
P+275 |
C |
$ |
5,730,254 |
|
|
|
4,447,088 |
|
|
|
3,703,821 |
|
|
|
MeritDirect, LLC |
|
05/23/2024 |
|
|
Media: Advertising, Printing & Publishing |
|
|
6.95 |
% |
|
3M L+550 |
|
|
4,937,500 |
|
|
|
4,889,980 |
|
|
|
4,591,875 |
|
|
|
Mission Critical Electronics, Inc. |
|
09/28/2022 |
|
|
Capital Equipment |
|
|
6.00 |
% |
|
3M L+500 |
|
|
5,979,856 |
|
|
|
5,952,437 |
|
|
|
5,831,556 |
|
|
|
New Milani Group LLC |
|
06/06/2024 |
|
|
Consumer Goods: Non-Durable |
|
|
6.00 |
% |
|
1M L+500 |
|
|
14,737,500 |
|
|
|
14,629,441 |
|
|
|
13,890,094 |
|
|
|
Nuvei Technologies Corp. |
|
09/28/2025 |
|
|
High Tech Industries |
|
|
6.00 |
% |
|
1M L+500 |
|
|
12,452,133 |
|
|
|
12,513,133 |
|
|
|
12,078,570 |
|
|
|
Olde Thompson, LLC |
|
05/14/2024 |
|
|
Beverage, Food and Tobacco |
|
|
5.25 |
% |
|
1M L+425 |
|
|
10,768,333 |
|
|
|
10,660,650 |
|
|
|
10,660,648 |
|
|
|
Output Services Group, Inc. |
|
03/27/2024 |
|
|
Business Services |
|
|
6.11 |
% |
|
1M L+450 |
|
|
7,843,419 |
|
|
|
7,866,673 |
|
|
|
7,137,512 |
|
|
|
PH Beauty Holdings III, Inc. |
|
09/29/2025 |
|
|
Wholesale |
|
|
6.07 |
% |
|
1M L+500 |
|
|
9,842,557 |
|
|
|
9,759,641 |
|
|
|
9,252,004 |
|
|
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.12 |
% |
|
3M L+575 |
|
|
1,749,547 |
|
|
|
1,730,634 |
|
|
|
1,714,556 |
|
|
|
PlayPower, Inc. |
|
05/08/2026 |
|
|
Consumer Goods: Durable |
|
|
6.95 |
% |
|
3M L+550 |
|
|
4,168,500 |
|
|
|
4,129,610 |
|
|
|
4,043,445 |
|
|
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
|
Wholesale |
|
|
7.00 |
% |
|
1M L+550 |
|
|
4,975,000 |
|
|
|
4,902,819 |
|
|
|
4,726,250 |
|
|
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
|
Business Services |
|
|
7.44 |
% |
|
1M L+600 |
|
|
11,964,715 |
|
|
|
11,964,715 |
|
|
|
11,725,430 |
|
|
|
Smile Brands Inc. |
|
10/14/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.20 |
% |
|
3M L+450 |
|
|
11,232,813 |
|
|
|
11,139,848 |
|
|
|
11,120,484 |
|
|
|
Snak Club, LLC |
|
07/19/2021 |
|
|
Beverage, Food and Tobacco |
|
|
7.58 |
% |
|
1M L+600 |
|
|
4,687,495 |
|
|
|
4,687,495 |
|
|
|
4,406,245 |
|
|
|
Solutionreach, Inc. |
|
01/17/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.74 |
% |
|
3M L+575 |
|
|
6,539,462 |
|
|
|
6,461,958 |
|
|
|
6,321,698 |
|
|
|
Sonny's Enterprises, LLC |
|
12/01/2022 |
|
|
Capital Equipment |
|
|
5.00 |
% |
|
3M L+400 |
|
|
15,147,368 |
|
|
|
15,150,402 |
|
|
|
14,162,789 |
|
|
|
STV Group Incorporated |
|
12/11/2026 |
|
|
Construction and Building |
|
|
6.24 |
% |
|
1M L+525 |
|
|
7,980,000 |
|
|
|
7,902,772 |
|
|
|
7,820,400 |
|
|
|
TeleGuam Holdings, LLC |
|
11/20/2025 |
|
|
Telecommunications |
|
|
5.50 |
% |
|
1M L+450 |
|
|
8,409,616 |
|
|
|
8,368,338 |
|
|
|
8,073,231 |
|
|
|
Teneo Holdings LLC |
|
07/18/2025 |
|
|
Business Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
4,975,000 |
|
|
|
4,793,152 |
|
|
|
4,726,250 |
|
|
|
The Infosoft Group, LLC |
|
09/16/2024 |
|
|
Media: Broadcasting and Subscription |
|
|
6.92 |
% |
|
6M L+525 |
|
|
8,687,660 |
|
|
|
8,661,839 |
|
|
|
8,166,400 |
|
|
|
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
7.14 |
% |
|
3M L+475 |
|
|
8,969,066 |
|
|
|
8,882,178 |
|
|
|
8,703,582 |
|
|
|
TVC Enterprises, LLC |
|
01/18/2024 |
|
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
1M L+550 |
|
|
9,924,623 |
|
|
|
9,924,623 |
|
|
|
9,726,131 |
|
|
|
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
6,910,465 |
|
|
|
6,785,977 |
|
|
|
6,703,151 |
|
|
|
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
6.76 |
% |
|
3M L+450 |
|
|
22,136,390 |
|
|
|
21,947,892 |
|
|
|
21,915,026 |
|
|
|
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.00 |
% |
|
3M L+500 |
|
|
11,521,769 |
|
|
|
11,353,227 |
|
|
|
11,291,333 |
|
|
|
Walker Edison Furniture Company LLC |
|
09/26/2024 |
|
|
Wholesale |
|
|
8.41 |
% |
|
3M L+650 |
|
|
15,797,891 |
|
|
|
15,545,471 |
|
|
|
15,797,891 |
|
|
|
Whitney, Bradley & Brown, Inc. |
|
10/18/2022 |
|
|
Aerospace and Defense |
|
|
8.50 |
% |
|
1M L+750 |
|
|
5,326,734 |
|
|
|
5,262,695 |
|
|
|
5,273,467 |
|
|
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
492,386,307 |
|
|
|
471,559,114 |
|
|
Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC |
|
04/29/2024 |
|
|
Beverage, Food and Tobacco |
|
|
9.95 |
% |
|
1M L+850 |
|
|
918,103 |
|
|
|
918,103 |
|
|
|
918,104 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.95 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan B |
|
03/26/2021 |
|
|
Business Services |
|
|
9.00 |
% |
|
|
|
|
15,946 |
|
|
|
15,946 |
|
|
|
15,229 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan C |
|
02/02/2026 |
|
|
Business Services |
|
|
9.00 |
% |
|
— |
|
|
7,977,513 |
|
|
|
7,977,513 |
|
|
|
7,618,525 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,911,562 |
|
|
|
8,551,858 |
|
|
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holding Company Inc. |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
|
|
|
|
|
|
1,317 |
|
|
|
1,713,106 |
|
|
|
154,563 |
|
|
DBI Holding, LLC, Series A-1 |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
5,034 |
|
|
|
5,034,310 |
|
|
|
2,532,730 |
|
|
DBI Holding, LLC, Series B |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
1,065,021 |
|
|
|
236,521 |
|
|
— |
|
|
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,983,937 |
|
|
|
2,687,293 |
|
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,789,465 |
|
|
|
8,789,465 |
|
|
US Bank Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,128,147 |
|
|
|
2,964,039 |
|
|
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,917,612 |
|
|
|
11,753,504 |
|
|
Total Investments and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
520,199,418 |
|
|
$ |
494,551,769 |
|
|
Liabilities in Excess of Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(454,412,431 |
) |
|
Members' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,139,338 |
|
|
(1) |
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any. |
|
(2) |
Valued based on PSSL’s accounting policy. |
|
(3) |
Non-U.S. company or principal place of business outside the United States. |
|
(4) |
Par amount is denominated in Australian Dollars (A$) or in Canadian Dollars (C$) as denoted. |
22
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Below is a listing of PSSL’s individual investments as of September 30, 2019:
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
|
High Tech Industries |
|
|
8.28 |
% |
|
3M L+600 |
|
|
5,000,000 |
|
|
$ |
4,927,149 |
|
|
$ |
5,000,000 |
|
|
|
American Auto Auction Group, LLC |
|
01/02/2024 |
|
|
Transportation: Consumer |
|
|
6.85 |
% |
|
3M L+475 |
|
|
7,749,274 |
|
|
|
7,674,216 |
|
|
|
7,671,781 |
|
|
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
|
High Tech Industries |
|
|
8.52 |
% |
|
1M L+725 |
|
|
13,772,261 |
|
|
|
13,531,751 |
|
|
|
13,772,261 |
|
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
|
Aerospace and Defense |
|
|
8.54 |
% |
|
3M L+650 |
|
|
11,735,208 |
|
|
|
11,644,440 |
|
|
|
11,680,054 |
|
|
|
Cardenas Markets LLC |
|
11/29/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.79 |
% |
|
1M L+575 |
|
|
7,348,866 |
|
|
|
7,311,507 |
|
|
|
7,128,400 |
|
|
|
Centauri Group Holdings, LLC |
|
02/12/2024 |
|
|
Aerospace and Defense |
|
|
7.36 |
% |
|
1M L+525 |
|
|
10,422,726 |
|
|
|
10,413,416 |
|
|
|
10,396,669 |
|
|
|
Challenger Performance Optimization, Inc. |
|
08/31/2023 |
|
|
Business Services |
|
|
7.87 |
% |
|
1M L+575 |
|
|
10,127,447 |
|
|
|
10,040,432 |
|
|
|
9,874,261 |
|
|
|
Country Fresh Holdings, LLC |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.10 |
% |
|
1M L+500 |
|
|
182,403 |
|
|
|
179,170 |
|
|
|
182,403 |
|
|
|
Country Fresh Holdings, LLC (Revolver) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.10 |
% |
|
1M L+500 |
|
|
126,031 |
|
|
|
126,031 |
|
|
|
126,031 |
|
|
|
Country Fresh Holdings, LLC - (Revolver) (5) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
— |
|
|
324,080 |
|
|
— |
|
|
— |
|
|||
|
Deva Holdings, Inc. |
|
10/31/2023 |
|
|
Consumer Goods: Non-Durable |
|
|
7.54 |
% |
|
3M L+625 |
|
|
19,748,744 |
|
|
|
19,748,744 |
|
|
|
19,748,744 |
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.85 |
% |
|
3M L+575 |
|
|
12,312,500 |
|
|
|
12,157,345 |
|
|
|
12,189,375 |
|
|
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.85 |
% |
|
3M L+575 |
|
|
8,166,594 |
|
|
|
8,116,022 |
|
|
|
8,084,928 |
|
|
|
Findex Group Limited (3), (4) |
|
05/31/2024 |
|
|
Banking, Finance, Insurance and Real Estate |
|
|
6.26 |
% |
|
3M L+525 |
A |
$ |
10,000,000 |
|
|
|
7,376,173 |
|
|
|
6,542,165 |
|
|
|
GCOM Software LLC |
|
11/14/2022 |
|
|
High Tech Industries |
|
|
8.37 |
% |
|
1M L+750 |
|
|
17,384,864 |
|
|
|
17,263,748 |
|
|
|
17,384,864 |
|
|
|
Good2Grow LLC |
|
11/18/2024 |
|
|
Beverages |
|
|
6.35 |
% |
|
3M L+425 |
|
|
11,752,655 |
|
|
|
11,649,126 |
|
|
|
11,576,366 |
|
|
|
Good Source Solutions, Inc. |
|
06/29/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.37 |
% |
|
3M L+600 |
|
|
14,357,813 |
|
|
|
14,241,579 |
|
|
|
14,135,267 |
|
|
|
GSM Holdings, Inc. |
|
06/03/2024 |
|
|
Consumer Goods: Durable |
|
|
6.60 |
% |
|
3M L+450 |
|
|
19,669,098 |
|
|
|
19,524,460 |
|
|
|
19,472,406 |
|
|
|
IMIA Holdings, Inc. |
|
10/28/2024 |
|
|
Aerospace and Defense |
|
|
6.60 |
% |
|
3M L+450 |
|
|
12,406,250 |
|
|
|
12,351,255 |
|
|
|
12,344,219 |
|
|
|
Impact Group, LLC |
|
06/27/2023 |
|
|
Wholesale |
|
|
8.60 |
% |
|
1M L+650 |
|
|
9,390,185 |
|
|
|
9,296,753 |
|
|
|
9,296,283 |
|
|
|
Infrastructure Supply Operations Pty Ltd. (3), (4) |
|
12/12/2023 |
|
|
Wholesale |
|
|
5.80 |
% |
|
1M L+425 |
A |
$ |
15,000,000 |
|
|
|
10,973,919 |
|
|
|
9,717,138 |
|
|
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
|
Diversified Consumer Services |
|
|
6.85 |
% |
|
1M L+475 |
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.30 |
% |
|
1M L+525 |
|
|
19,850,000 |
|
|
|
19,586,294 |
|
|
|
19,609,815 |
|
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
|
Capital Equipment |
|
|
7.60 |
% |
|
3M L+550 |
|
|
9,925,000 |
|
|
|
9,837,686 |
|
|
|
9,916,068 |
|
|
|
Leap Legal Software Pty Ltd (3), (4) |
|
09/12/2022 |
|
|
High Tech Industries |
|
|
6.80 |
% |
|
3M L+575 |
A |
$ |
14,755,747 |
|
|
|
10,483,859 |
|
|
|
9,952,014 |
|
|
|
Long's Drugs Incorporated |
|
08/19/2022 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.10 |
% |
|
1M L+500 |
|
|
17,820,000 |
|
|
|
17,688,160 |
|
|
|
17,641,800 |
|
|
|
LSF9 Atlantis Holdings, LLC |
|
05/01/2023 |
|
|
Retail |
|
|
8.04 |
% |
|
1M L+600 |
|
|
7,078,125 |
|
|
|
7,118,977 |
|
|
|
6,575,083 |
|
|
|
Manna Pro Products, LLC |
|
12/08/2023 |
|
|
Consumer Goods: Non-Durable |
|
|
8.05 |
% |
|
1M L+600 |
|
|
6,877,500 |
|
|
|
6,797,207 |
|
|
|
6,688,369 |
|
|
|
Marketplace Events LLC (4) |
|
01/27/2021 |
|
|
Media: Diversified and Production |
|
|
7.20 |
% |
|
P+275 |
C |
$ |
5,760,254 |
|
|
|
4,461,926 |
|
|
|
4,350,645 |
|
|
|
Mission Critical Electronics, Inc. |
|
09/28/2022 |
|
|
Capital Equipment |
|
|
7.10 |
% |
|
3M L+500 |
|
|
6,009,982 |
|
|
|
5,977,867 |
|
|
|
6,009,982 |
|
|
|
New Milani Group LLC |
|
06/06/2024 |
|
|
Consumer Goods: Non-Durable |
|
|
6.35 |
% |
|
1M L+425 |
|
|
14,812,500 |
|
|
|
14,691,710 |
|
|
|
14,664,375 |
|
|
|
Olde Thompson, LLC |
|
05/14/2024 |
|
|
Beverage, Food and Tobacco |
|
|
6.54 |
% |
|
1M L+450 |
|
|
11,876,667 |
|
|
|
11,757,900 |
|
|
|
11,876,667 |
|
|
|
Output Services Group, Inc. |
|
03/27/2024 |
|
|
Business Services |
|
|
6.54 |
% |
|
1M L+425 |
|
|
7,883,419 |
|
|
|
7,909,754 |
|
|
|
6,779,740 |
|
|
|
Pestell Minerals and Ingredients Inc. |
|
06/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.57 |
% |
|
3M L+525 |
|
|
9,925,000 |
|
|
|
9,840,202 |
|
|
|
9,825,750 |
|
|
|
Pestell Minerals and Ingredients Inc. |
|
06/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.23 |
% |
|
3M L+525 |
C |
$ |
3,242,655 |
|
|
|
2,412,626 |
|
|
|
2,424,644 |
|
|
|
PH Beauty Holdings III, Inc. |
|
09/29/2025 |
|
|
Wholesale |
|
|
7.04 |
% |
|
1M L+500 |
|
|
9,892,519 |
|
|
|
9,804,058 |
|
|
|
9,397,893 |
|
|
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
1,758,406 |
|
|
|
1,736,386 |
|
|
|
1,740,822 |
|
|
|
PlayPower, Inc. |
|
05/8/2026 |
|
|
Leisure Products |
|
|
7.60 |
% |
|
3M L+550 |
|
|
4,189,500 |
|
|
|
4,148,451 |
|
|
|
4,184,263 |
|
|
|
Smile Brands Inc. |
|
10/14/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.66 |
% |
|
3M L+450 |
|
|
11,289,688 |
|
|
|
11,189,470 |
|
|
|
11,176,791 |
|
|
|
Snak Club, LLC |
|
07/19/2021 |
|
|
Beverage, Food and Tobacco |
|
|
8.10 |
% |
|
1M L+600 |
|
|
4,687,495 |
|
|
|
4,687,495 |
|
|
|
4,359,370 |
|
|
|
Sonny's Enterprises, LLC |
|
12/01/2022 |
|
|
Capital Equipment |
|
|
6.35 |
% |
|
3M L+425 |
|
|
15,224,842 |
|
|
|
15,227,900 |
|
|
|
15,224,842 |
|
|
|
Teneo Holdings LLC |
|
07/18/2025 |
|
|
Business Services |
|
|
7.29 |
% |
|
1M L+525 |
|
|
5,000,000 |
|
|
|
4,804,110 |
|
|
|
4,762,500 |
|
|
|
The Infosoft Group, LLC |
|
12/02/2021 |
|
|
Media: Broadcasting and Subscription |
|
|
7.43 |
% |
|
6M L+500 |
|
|
8,823,392 |
|
|
|
8,790,069 |
|
|
|
8,735,157 |
|
|
|
TVC Enterprises, LLC |
|
01/18/2024 |
|
|
Diversified Consumer Services |
|
|
7.55 |
% |
|
1M L+550 |
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
8.28 |
% |
|
1M L+625 |
|
|
7,075,000 |
|
|
|
6,937,888 |
|
|
|
6,933,500 |
|
|
|
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
6.78 |
% |
|
3M L+450 |
|
|
22,248,673 |
|
|
|
22,045,879 |
|
|
|
22,026,186 |
|
|
|
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.04 |
% |
|
3M L+450 |
|
|
11,572,122 |
|
|
|
11,388,612 |
|
|
|
11,572,122 |
|
|
|
Walker Edison Furniture Company LLC |
|
09/26/2024 |
|
|
Wholesale |
|
|
8.83 |
% |
|
3M L+650 |
|
|
16,001,734 |
|
|
|
15,724,459 |
|
|
|
16,121,747 |
|
|
|
Whitney, Bradley & Brown, Inc. |
|
10/18/2022 |
|
|
Aerospace and Defense |
|
|
9.55 |
% |
|
1M L+750 |
|
|
5,466,024 |
|
|
|
5,389,938 |
|
|
|
5,466,024 |
|
|
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
478,935,867 |
|
|
|
474,289,532 |
|
|
Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC |
|
04/29/2024 |
|
|
Beverage, Food and Tobacco |
|
|
10.60 |
% |
|
1M L+850 |
|
|
870,886 |
|
|
|
870,886 |
|
|
|
870,886 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 10.60 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan B |
|
03/26/2021 |
|
|
Business Services |
|
|
8.00 |
% |
|
6M L+525 |
|
|
15,206 |
|
|
|
15,206 |
|
|
|
15,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 8.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan C |
|
02/02/2026 |
|
|
Business Services |
|
|
8.00 |
% |
|
— |
|
|
7,607,291 |
|
|
|
7,607,291 |
|
|
|
7,569,255 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 8.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,493,383 |
|
|
|
8,455,347 |
|
|
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holding Company Inc. |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
|
|
|
|
|
|
1,317 |
|
|
|
1,713,106 |
|
|
|
1,124,929 |
|
|
DBI Holding, LLC, Series A-1 |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
5,034 |
|
|
|
5,034,310 |
|
|
|
4,680,039 |
|
|
DBI Holding, LLC, Series B |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
1,065,021 |
|
|
|
236,521 |
|
|
|
- |
|
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,983,937 |
|
|
|
5,804,968 |
|
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,166,301 |
|
|
|
12,166,301 |
|
|
US Bank Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,156,230 |
|
|
|
3,128,580 |
|
|
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,322,531 |
|
|
|
15,294,881 |
|
|
Total Investments and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
509,735,718 |
|
|
$ |
503,844,728 |
|
|
Liabilities in Excess of Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(446,736,922 |
) |
|
Members' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
57,107,806 |
|
|
(1) |
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any. |
|
(2) |
Valued based on PSSL’s accounting policy. |
|
(3) |
Non-U.S. company or principal place of business outside the United States. |
|
(4) |
Par amount is denominated in Australian Dollars (A$) or in Canadian Dollars (C$) as denoted. |
|
(5) |
Represents the purchase of a security with a delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded. |
23
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Below is the financial information for PSSL:
|
Statements of Assets and Liabilities |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020 |
|
|
September 30, 2019 |
|
||
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
Investments at fair value (cost—$508,281,806 and $494,413,190, respectively) |
|
$ |
482,798,265 |
|
|
$ |
488,549,847 |
|
|
Cash and cash equivalents (cost—$11,917,612 and $15,322,531, respectively) |
|
|
11,753,504 |
|
|
|
15,294,881 |
|
|
Interest receivable |
|
|
1,703,141 |
|
|
|
1,855,545 |
|
|
Prepaid expenses and other assets |
|
|
490,875 |
|
|
|
996,333 |
|
|
Total assets |
|
|
496,745,785 |
|
|
|
506,696,606 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
PSSL Credit Facility payable |
|
|
314,443,536 |
|
|
|
308,724,305 |
|
|
Notes payable to members |
|
|
141,050,000 |
|
|
|
139,650,000 |
|
|
Interest payable on PSSL Credit Facility |
|
|
1,073,654 |
|
|
|
1,015,468 |
|
|
Interest payable on notes to members |
|
|
39,257 |
|
|
|
176,273 |
|
|
Accrued other expenses |
|
|
— |
|
|
|
22,754 |
|
|
Total liabilities |
|
|
456,606,447 |
|
|
|
449,588,800 |
|
|
Commitments and contingencies (1) |
|
|
— |
|
|
|
— |
|
|
Members' equity |
|
|
40,139,338 |
|
|
|
57,107,806 |
|
|
Total liabilities and members' equity |
|
$ |
496,745,785 |
|
|
$ |
506,696,606 |
|
|
(1) |
As of March 31, 2020 and September 30, 2019, PSSL had unfunded commitments to fund investments of zero and $0.3 million, respectively. |
|
Statements of Operations |
|
|||||||||||||||
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
8,623,991 |
|
|
$ |
10,379,484 |
|
|
$ |
17,399,249 |
|
|
$ |
5,097,142 |
|
|
Other income |
|
|
2,994 |
|
|
|
141,030 |
|
|
|
(3,637 |
) |
|
|
12,219 |
|
|
Total investment income |
|
|
8,626,985 |
|
|
|
10,520,514 |
|
|
|
17,395,612 |
|
|
|
5,109,361 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and expenses on PSSL Credit Facility |
|
|
3,341,355 |
|
|
|
4,336,173 |
|
|
|
6,746,751 |
|
|
|
1,957,836 |
|
|
Interest expense on notes to members |
|
|
3,508,325 |
|
|
|
3,673,693 |
|
|
|
7,139,570 |
|
|
|
1,638,700 |
|
|
Administrative services expenses |
|
|
300,000 |
|
|
|
300,000 |
|
|
|
600,000 |
|
|
|
150,000 |
|
|
Other general and administrative expenses (1) |
|
|
113,650 |
|
|
|
113,650 |
|
|
|
227,360 |
|
|
|
465,436 |
|
|
Total expenses |
|
|
7,263,330 |
|
|
|
8,423,516 |
|
|
|
14,713,681 |
|
|
|
4,211,972 |
|
|
Net investment income |
|
|
1,363,655 |
|
|
|
2,096,998 |
|
|
|
2,681,931 |
|
|
|
897,389 |
|
|
Realized and unrealized (loss) gain on investments and credit facility foreign currency translations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized (loss) gain on investments |
|
|
(34,117 |
) |
|
|
320,818 |
|
|
|
418,361 |
|
|
|
15,946 |
|
|
Net change in unrealized (depreciation) appreciation on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
(20,835,443 |
) |
|
|
388,105 |
|
|
|
(19,756,654 |
) |
|
|
999,702 |
|
|
Credit facility foreign currency translation |
|
|
4,013,416 |
|
|
|
(350,091 |
) |
|
|
2,687,894 |
|
|
|
(251,668 |
) |
|
Net change in unrealized (depreciation) appreciation on investments and credit facility foreign currency translation |
|
|
(16,822,027 |
) |
|
|
38,014 |
|
|
|
(17,068,760 |
) |
|
|
748,034 |
|
|
Net realized and unrealized (loss) gain from investments and credit facility foreign currency translation |
|
|
(16,856,144 |
) |
|
|
358,832 |
|
|
|
(16,650,399 |
) |
|
|
763,980 |
|
|
Net (decrease) increase in members' equity resulting from operations |
|
$ |
(15,492,489 |
) |
|
$ |
2,455,830 |
|
|
$ |
(13,968,468 |
) |
|
$ |
1,661,369 |
|
|
(1) |
No management or incentive fees are payable by PSSL. If any fees were to be charged, they would be separately disclosed in the Statement of Operations. |
24
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
|
|
Level 1: |
Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date. |
|
|
Level 2: |
Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument. |
|
|
Level 3: |
Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 2031 Asset-Backed Debt and our Credit Facility are classified as Level 3. Our 2023 Notes are classified as Level 1, as they were valued using the closing price from the primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable orderly market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
Our investments are generally structured as Floating Rate Loans, mainly first lien secured debt, but also may include second lien secured debt, subordinated debt and equity investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by our Investment Adviser and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments valued using unobservable inputs are included in Level 3 of the fair value hierarchy.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities.
In addition to using the above inputs to value cash equivalents, investments, our 2023 Notes, our 2031 Asset-Backed Debt and our Credit Facility valuations, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. See Note 2.
As outlined in the table below, some of our Level 3 investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such bids do not reflect the fair value of an investment, it may independently value such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. In accordance with ASC 820, we do not categorize any investments for which fair value is measured using the net asset value per share as a practical expedient within the fair value hierarchy.
The remainder of our investment portfolio and our long-term Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that 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, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy. Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an increase in an earnings before interest, taxes, depreciation and amortization, or EBITDA, multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA multiple will have the opposite effect.
25
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes:
|
Asset Category |
|
Fair Value at March 31, 2020 |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input (Weighted Average) (1) |
|
|
First lien |
|
$ |
53,056,176 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
First lien |
|
|
1,007,349,058 |
|
|
Market Comparable |
|
Market Yield |
|
6.0% – 18.0% (9.0%) |
|
Second lien |
|
|
26,391,965 |
|
|
Market Comparable |
|
Market Yield |
|
9.3% – 14.2% (10.6%) |
|
First lien |
|
|
11,632,270 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
4.8x – 5.0x (4.9x) |
|
Second lien |
|
|
5,602,242 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
4.8x |
|
Equity |
|
|
39,806,227 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
4.8x – 12.9x (9.6x) |
|
Total Level 3 investments |
|
$ |
1,143,837,938 |
|
|
|
|
|
|
|
|
Long-Term Credit Facility |
|
$ |
400,592,492 |
|
|
Market Comparable |
|
Market Yield |
|
4.5% |
|
Asset Category |
|
Fair Value at September 30, 2019 |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input (Weighted Average) (1) |
|
||
|
First lien |
|
$ |
274,095,799 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
|
|
Second lien |
|
|
2,205,284 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
|
|
First lien |
|
|
661,720,734 |
|
|
Market Comparable |
|
Market Yield |
|
3.9% – 29.2% (8.3%) |
|
|
|
Second lien |
|
|
26,851,188 |
|
|
Market Comparable |
|
Market Yield |
|
3.9% – 14.2% (10.6%) |
|
|
|
First lien |
|
|
9,084,267 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
5.0x – 10.9x (6.5x) |
|
|
|
Second lien |
|
|
5,314,125 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
10.9x |
|
|
|
Equity |
|
|
52,466,181 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
6.3x – 50.8x (15.4x) |
|
|
|
Total Level 3 investments |
|
$ |
1,031,737,579 |
|
|
|
|
|
|
|
|
|
|
Long-Term Credit Facility |
|
$ |
263,988,583 |
|
|
Market Comparable |
|
Market Yield |
|
4.0% |
|
|
|
(1) |
The weighted averages disclosed in the table above were weighted by their relative fair value. |
Our investments, cash and cash equivalents, Credit Facility, 2023 Notes, and the 2031 Asset-Backed Debt were categorized as follows in the fair value hierarchy:
|
|
|
Fair Value at March 31, 2020 |
|
|||||||||||||||||
|
Description |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net Asset Value (1) |
|
|||||
|
First lien |
|
$ |
1,072,037,504 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,072,037,504 |
|
|
$ |
— |
|
|
Second lien |
|
|
31,994,207 |
|
|
|
— |
|
|
|
— |
|
|
|
31,994,207 |
|
|
|
— |
|
|
Equity |
|
|
74,928,148 |
|
|
|
— |
|
|
|
— |
|
|
|
39,806,227 |
|
|
|
35,121,921 |
|
|
Total investments |
|
|
1,178,959,859 |
|
|
|
— |
|
|
|
— |
|
|
|
1,143,837,938 |
|
|
|
35,121,921 |
|
|
Cash and cash equivalents |
|
|
29,993,752 |
|
|
|
29,993,752 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total investments and cash and cash equivalents |
|
$ |
1,208,953,611 |
|
|
$ |
29,993,752 |
|
|
$ |
— |
|
|
$ |
1,143,837,938 |
|
|
$ |
35,121,921 |
|
|
Long-Term Credit Facility |
|
$ |
400,592,492 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
400,592,492 |
|
|
$ |
— |
|
|
2023 Notes |
|
|
111,736,940 |
|
|
|
111,736,940 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2031 Asset-Backed Debt (2) |
|
|
224,550,913 |
|
|
|
— |
|
|
|
— |
|
|
|
224,550,913 |
|
|
|
— |
|
|
Total debt |
|
$ |
736,880,345 |
|
|
$ |
111,736,940 |
|
|
$ |
— |
|
|
$ |
625,143,405 |
|
|
$ |
— |
|
|
(1) |
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSSL is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, have not been classified in the fair value hierarchy. |
|
(2) |
We elected not to apply ASC 825-10 to the 2031 Asset-Backed Debt and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying value, which approximates the fair value. |
|
|
|
Fair Value at September 30, 2019 |
|
|||||||||||||||||
|
Description |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net Asset Value (1) |
|
|||||
|
First lien |
|
$ |
944,900,800 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
944,900,800 |
|
|
$ |
— |
|
|
Second lien |
|
|
34,370,598 |
|
|
|
— |
|
|
|
— |
|
|
|
34,370,598 |
|
|
|
— |
|
|
Equity |
|
|
102,435,511 |
|
|
|
— |
|
|
|
— |
|
|
|
52,466,181 |
|
|
|
49,969,330 |
|
|
Total investments |
|
|
1,081,706,909 |
|
|
|
— |
|
|
|
— |
|
|
|
1,031,737,579 |
|
|
|
49,969,330 |
|
|
Cash and cash equivalents |
|
|
63,337,728 |
|
|
|
63,337,728 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total investments and cash and cash equivalents |
|
$ |
1,145,044,637 |
|
|
$ |
63,337,728 |
|
|
$ |
— |
|
|
$ |
1,031,737,579 |
|
|
$ |
49,969,330 |
|
|
Long-Term Credit Facility |
|
$ |
263,988,583 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
263,988,583 |
|
|
$ |
— |
|
|
2023 Notes |
|
|
135,240,084 |
|
|
|
135,240,084 |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
2031 Asset-Backed Debt(2) |
|
|
224,321,845 |
|
|
|
— |
|
|
|
— |
|
|
|
224,321,845 |
|
|
|
— |
|
|
Total debt |
|
$ |
623,550,512 |
|
|
$ |
135,240,084 |
|
|
$ |
— |
|
|
$ |
488,310,428 |
|
|
$ |
— |
|
|
(1) |
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSSL is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, have not been classified in the fair value hierarchy. |
|
(2) |
We elected not to apply ASC 825-10 to the 2031 Asset-Backed Debt and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying value, which approximates the fair value. |
26
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
The tables below show a reconciliation of the beginning and ending balances for fair valued investments measured using significant unobservable inputs (Level 3):
|
|
|
Six Months Ended March 31, 2020 |
|
|||||||||
|
Description |
|
First Lien |
|
|
Second lien, subordinated debt and equity investments |
|
|
Totals |
|
|||
|
Beginning Balance |
|
$ |
944,900,800 |
|
|
$ |
86,836,779 |
|
|
$ |
1,031,737,579 |
|
|
Net realized (loss) gain |
|
|
(619,987 |
) |
|
|
35,322 |
|
|
|
(584,665 |
) |
|
Net change in unrealized depreciation |
|
|
(33,637,179 |
) |
|
|
(19,007,976 |
) |
|
|
(52,645,155 |
) |
|
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
402,181,468 |
|
|
|
6,255,958 |
|
|
|
408,437,426 |
|
|
Sales, repayments and non-cash exchanges |
|
|
(240,787,598 |
) |
|
|
(2,319,649 |
) |
|
|
(243,107,247 |
) |
|
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Ending Balance |
|
$ |
1,072,037,504 |
|
|
$ |
71,800,434 |
|
|
$ |
1,143,837,938 |
|
|
Net change in unrealized depreciation reported within the net change in unrealized depreciation on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date. |
|
$ |
(36,700,242 |
) |
|
$ |
(18,960,794 |
) |
|
$ |
(55,661,036 |
) |
|
|
|
Six Months Ended March 31, 2019 |
|
|||||||||
|
Description |
|
First Lien |
|
|
Second lien, subordinated debt and equity investments |
|
|
Totals |
|
|||
|
Beginning Balance |
|
$ |
913,297,976 |
|
|
$ |
42,517,588 |
|
|
$ |
955,815,564 |
|
|
Net realized gains |
|
|
1,284,454 |
|
|
|
65,936 |
|
|
|
1,350,390 |
|
|
Net change in unrealized (depreciation) appreciation |
|
|
(24,640,721 |
) |
|
|
1,351,293 |
|
|
|
(23,289,428 |
) |
|
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
288,897,752 |
|
|
|
20,668,086 |
|
|
|
309,565,838 |
|
|
Sales, repayments and non-cash exchanges |
|
|
(328,719,308 |
) |
|
|
(4,799,810 |
) |
|
|
(333,519,118 |
) |
|
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Ending Balance |
|
$ |
850,120,153 |
|
|
$ |
59,803,093 |
|
|
$ |
909,923,246 |
|
|
Net change in unrealized (depreciation) appreciation reported within the net change in unrealized depreciation on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date. |
|
$ |
(24,868,883 |
) |
|
$ |
1,351,293 |
|
|
$ |
(23,517,590 |
) |
The table below shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3):
|
|
|
Six Months Ended March 31, |
|
|||||
|
Long-Term Credit Facility |
|
2020 |
|
|
2019 |
|
||
|
Beginning Balance (cost – $265,307,500 and $333,727,520, respectively) |
|
$ |
263,988,583 |
|
|
$ |
332,128,815 |
|
|
Net change in unrealized depreciation included in earnings |
|
|
(11,396,091 |
) |
|
|
(1,768,994 |
) |
|
Borrowings |
|
|
245,000,000 |
|
|
|
190,700,000 |
|
|
Repayments |
|
|
(97,000,000 |
) |
|
|
(172,120,020 |
) |
|
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
|
Ending Balance (cost – $413,307,500 and $352,307,500, respectively) |
|
$ |
400,592,492 |
|
|
$ |
348,939,801 |
|
As of March 31, 2020, we had outstanding non-U.S. dollar borrowings on the Credit Facility. Net change in fair value from foreign currency translation on outstanding borrowings is listed below:
|
Foreign Currency |
|
Amount Borrowed |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Change in Fair Value |
|
||||
|
Canadian Dollar |
C |
$ |
17,500,000 |
|
|
$ |
12,407,501 |
|
|
$ |
12,294,938 |
|
|
April 1, 2020 |
|
$ |
(112,563 |
) |
As of September 30, 2019, we had outstanding non-U.S. dollar borrowings on the Credit Facility. Net change in fair value from foreign currency translation on outstanding borrowings is listed below:
|
Foreign Currency |
|
Amount Borrowed |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Change in Fair Value |
|
||||
|
Canadian Dollar |
C |
$ |
17,500,000 |
|
|
$ |
12,407,501 |
|
|
$ |
13,217,523 |
|
|
October 1, 2019 |
|
$ |
810,022 |
|
27
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to the Credit Facility and the 2023 Notes. We elected to use the fair value option for the Credit Facility and the 2023 Notes to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of zero, relating to amendment costs on the Credit Facility during both the three and six months ended March 31, 2020. Due to that election and in accordance with GAAP, we incurred expenses of less than $0.1 million and $4.5 million, respectively, relating to amendment costs on the Credit Facility during the three and six months ended March 31, 2019. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility and the 2023 Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including our 2031 Asset-Backed Debt.
For the three and six months ended March 31, 2020, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of $33.5 million and $34.9 million, respectively. For the three and six months ended March 31, 2019, the Credit Facility and the 2023 Notes had a net change in unrealized appreciation of $5.6 million and $0.1 million, respectively. As of March 31, 2020 and September 30, 2019, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled $39.6 million and $4.7 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of the Credit Facility in a manner consistent with the valuation process that the board of directors uses to value our investments. Our 2023 Notes trade on the TASE and we use the closing price on the exchange to determine the fair value.
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of 5% or more of its voting securities. A portfolio company is generally presumed to be a non-controlled affiliate when we own at least 5% but 25% or less of its voting securities and a controlled affiliate when we own more than 25% of its voting securities. Transactions related to our funded investments with both controlled and non-controlled affiliates for the six months ended March 31, 2020 were as follows:
|
Name of Investment |
|
Fair value at September 30, 2019 |
|
|
Purchases of / Advances to Affiliates |
|
|
Sale of / Distributions from Affiliates |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Fair value at March 31, 2020 |
|
|
Interest Income |
|
|
Dividend Income |
|
|
Net Realized Gains (Losses) |
|
||||||||
|
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holding Company Inc. |
|
$ |
14,491,626 |
|
|
$ |
2,270,242 |
|
|
$ |
— |
|
|
$ |
(5,925,762 |
) |
|
$ |
10,836,106 |
|
|
$ |
412,835 |
|
|
$ |
— |
|
|
$ |
— |
|
|
Quick Weight Loss Centers, LLC |
|
|
5,938,939 |
|
|
|
45,335 |
|
|
|
— |
|
|
|
(5,681,744 |
) |
|
|
302,530.0 |
|
|
|
46,290 |
|
|
|
— |
|
|
|
— |
|
|
Total Non-Controlled Affiliates |
|
$ |
20,430,565 |
|
|
$ |
2,315,577 |
|
|
$ |
— |
|
|
$ |
(11,607,506 |
) |
|
$ |
11,138,636 |
|
|
$ |
459,125 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PennantPark Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Fund I LLC * |
|
$ |
172,163,080 |
|
|
$ |
1,750,000 |
|
|
$ |
— |
|
|
$ |
(19,074,971 |
) |
|
$ |
154,838,109 |
|
|
$ |
6,225,109 |
|
|
$ |
3,150,000 |
|
|
$ |
— |
|
|
Total Controlled Affiliates |
|
$ |
172,163,080 |
|
|
$ |
1,750,000 |
|
|
$ |
— |
|
|
$ |
(19,074,971 |
) |
|
$ |
154,838,109 |
|
|
$ |
6,225,109 |
|
|
$ |
3,150,000 |
|
|
$ |
— |
|
|
Total Controlled and Non-Controlled Affiliates |
|
$ |
192,593,645 |
|
|
$ |
4,065,577 |
|
|
$ |
— |
|
|
$ |
(30,682,477 |
) |
|
$ |
165,976,745 |
|
|
$ |
6,684,234 |
|
|
$ |
3,150,000 |
|
|
$ |
— |
|
|
* |
We and Kemper are the members of PSSL, a joint venture formed as a Delaware limited liability company that is not consolidated by us for financial reporting purposes. The members of PSSL make investments in the PSSL in the form of first lien secured debt and equity interests, and all portfolio and other material decisions regarding PSSL must be submitted to PSSL’s board of directors or investment committee, both of which are comprised of two members appointed by each of us and Kemper. Because management of PSSL is shared equally between us and Kemper, we do not believe we control PSSL for purposes of the 1940 Act or otherwise. |
7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of basic and diluted per share net increase in net assets resulting from operations:
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Numerator for net decrease in net assets resulting from operations |
|
$ |
(21,101,049 |
) |
|
$ |
(5,471,725 |
) |
|
$ |
(11,128,155 |
) |
|
$ |
(476,530 |
) |
|
Denominator for basic and diluted weighted average shares |
|
|
38,772,074 |
|
|
|
38,772,074 |
|
|
|
38,772,074 |
|
|
|
38,772,074 |
|
|
Basic and diluted net decrease in net assets per share resulting from operations |
|
$ |
(0.54 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.29 |
) |
|
$ |
(0.01 |
) |
8. CASH AND CASH EQUIVALENTS
Cash equivalents represent cash in money market funds pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills (of varying maturities), repurchase agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with original maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedule of Investments. At the end of each fiscal quarter, we may take proactive steps to preserve investment flexibility for the next quarter by investing in cash equivalents, which is dependent upon the composition of our total assets at quarter-end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and closing out positions on a net cash basis after quarter-end, temporarily drawing down on the Credit Facility, or utilizing repurchase agreements or other balance sheet transactions as are deemed appropriate for this purpose. These amounts are excluded from average adjusted gross assets for purposes of computing the Investment Adviser’s management fee. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued consistent with our valuation policy. As of March 31, 2020 and September 30, 2019, cash and cash equivalents consisted of money market funds in the amounts of $30.0 million and $63.3 million at fair value, respectively.
28
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
9. FINANCIAL HIGHLIGHTS
Below are the financial highlights:
|
|
|
Six Months Ended March 31, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Per Share Data: |
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
$ |
12.97 |
|
|
$ |
13.82 |
|
|
Net investment income (1) |
|
|
0.59 |
|
|
|
0.59 |
|
|
Net change in realized and unrealized loss (1) |
|
|
(0.88 |
) |
|
|
(0.60 |
) |
|
Net decrease in net assets resulting from operations (1) |
|
|
(0.29 |
) |
|
|
(0.01 |
) |
|
Distributions to stockholders (1), (2) |
|
|
(0.57 |
) |
|
|
(0.57 |
) |
|
Net asset value, end of period |
|
$ |
12.12 |
|
|
$ |
13.24 |
|
|
Per share market value, end of period |
|
$ |
4.86 |
|
|
$ |
12.81 |
|
|
Total return* (3) |
|
|
(56.05 |
)% |
|
|
1.75 |
% |
|
Shares outstanding at end of period |
|
|
38,772,074 |
|
|
|
38,772,074 |
|
|
Ratios** / Supplemental Data: |
|
|
|
|
|
|
|
|
|
Ratio of operating expenses to average net assets (4) |
|
|
5.30 |
% |
|
|
3.16 |
% |
|
Ratio of debt related expenses to average net assets (5) |
|
|
6.01 |
% |
|
|
4.89 |
% |
|
Ratio of total expenses to average net assets (5) |
|
|
11.31 |
% |
|
|
8.05 |
% |
|
Ratio of net investment income to average net assets (5) |
|
|
9.20 |
% |
|
|
9.49 |
% |
|
Net assets at end of period |
|
$ |
469,829,274 |
|
|
$ |
513,264,956 |
|
|
Weighted average debt outstanding |
|
$ |
720,417,458 |
|
|
$ |
418,424,913 |
|
|
Weighted average debt per share (1) |
|
$ |
18.58 |
|
|
$ |
10.79 |
|
|
Asset coverage per unit (6) |
|
$ |
1,552 |
|
|
$ |
2,044 |
|
|
Portfolio turnover ratio |
|
|
42.35 |
% |
|
|
65.73 |
% |
|
* |
Not annualized for periods less than one year. |
|
** |
Annualized for periods less than one year. |
|
(1) |
Based on the weighted average shares outstanding for the respective periods. |
|
(2) |
The tax status of distributions is calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP, and reported on Form 1099-DIV each calendar year. |
|
(3) |
Based on the change in market price per share during the periods and assumes distributions, if any, are reinvested. |
|
(4) |
Excludes debt related costs. |
|
(5) |
Includes interest and expenses on debt (annualized) as well as Credit Facility amendment and debt issuance costs, if any, (not annualized). |
|
(6) |
The asset coverage ratio for a class of senior securities representing indebtedness is calculated on our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by the senior securities representing indebtedness at par (changed from fair value). This asset coverage ratio is multiplied by $1,000 to determine the asset coverage per unit. |
10. DEBT
The annualized weighted average cost of debt for the six months ended March 31, 2020 and 2019, inclusive of the fee on the undrawn commitment on the Credit Facility, amendment costs and debt issuance costs, was 4.1% and 6.2%, respectively. As of March 31, 2020, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing.
On April 5, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the SBCAA). As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), effective as of April 5, 2019, subject to compliance with certain disclosure requirements. As of March 31, 2020 and September 30, 2019, our asset coverage ratio, as computed in accordance with the 1940 Act, was 155% and 179%, respectively.
Credit Facility
Funding I’s multi-currency Credit Facility with affiliates of Truist Bank (formerly SunTrust Bank), or the Lenders, was $520 million as of March 31, 2020, subject to satisfaction of certain conditions and regulatory restrictions that the 1940 Act imposes on us as a BDC, has an interest rate spread above LIBOR (or an alternative risk-free interest rate index) of 200 basis points, a maturity date of October 2023 and a revolving period that ends in October 2021. As of March 31, 2020 and September 30, 2019, Funding I had $413.3 million and $265.3 million of outstanding borrowings under the Credit Facility, respectively. The Credit Facility had a weighted average interest rate of 3.6% and 4.1%, exclusive of the fee on undrawn commitments as of March 31, 2020 and September 30, 2019, respectively. As of March 31, 2020 and September 30, 2019, we had $106.7 million and $254.7 million of unused borrowing capacity under the Credit Facility, respectively, subject to leverage and borrowing base restrictions.
During the revolving period, the Credit Facility bears interest at LIBOR (or an alternative risk-free interest rate index) plus 200 basis points and, after the revolving period, the rate will reset to LIBOR (or an alternative risk-free interest rate index) plus 425 basis points for the remaining two years, maturing in October 2023. The Credit Facility is secured by all of the assets of Funding I. Both PennantPark Floating Rate Capital Ltd. and Funding I have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
29
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
MARCH 31, 2020
(Unaudited)
The Credit Facility contains covenants, including, but not limited to, restrictions of loan size, industry requirements, average life of loans, geographic and individual portfolio concentrations, minimum portfolio yield and loan payment frequency. Additionally, the Credit Facility requires the maintenance of a minimum equity investment in Funding I and income ratio as well as restrictions on certain payments and issuance of debt. The Credit Facility compliance reporting is prepared on a basis of accounting other than GAAP. As of March 31, 2020, we were in compliance with the covenants relating to the Credit Facility.
We own 100% of the equity interest in Funding I and treat the indebtedness of Funding I as our leverage. Our Investment Adviser serves as collateral manager to Funding I under the Credit Facility.
Our interest in Funding I (other than the management fee) is subordinate in priority of payment to every other obligation of Funding I and is subject to certain payment restrictions set forth in the Credit Facility. We may receive cash distributions on our equity interests in Funding I only after it has made (1) all required cash interest and, if applicable, principal payments to the Lenders, (2) required administrative expenses and (3) claims of other unsecured creditors of Funding I. The Investment Adviser has irrevocably directed that the management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager.
2023 Notes
In November 2017, we issued $138.6 million of our 2023 Notes pursuant to a deed of trust between the Company and Mishmeret Trust Company, Ltd., as trustee.
The 2023 Notes currently pay interest at a rate of 4.3% per year. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2018. The principal on the 2023 Notes is payable in four annual installments as follows: 15% of the original principal amount on December 15, 2020, 15% of the original principal amount on December 15, 2021, 15% of the original principal amount on December 15, 2022 and 55% of the original principal amount on December 15, 2023.
The 2023 Notes are general, unsecured obligations, rank equal in right of payment with all of our existing and future senior unsecured indebtedness and are generally redeemable at our option. The deed of trust governing the 2023 Notes includes certain customary covenants, including minimum equity requirements, and events of default. Please refer to the deed of trust filed as Exhibit (d)(8) to the post-effective amendment to our registration statement filed on December 13, 2017 for more information. The 2023 Notes are rated ilA- by S&P Global Ratings Maalot Ltd. and are listed on the TASE. In connection with this offering, we have dual listed our common stock on the TASE.
The 2023 Notes have not been and will not be registered under the Securities Act of 1933, as amended, or the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or in transactions exempt from, or not subject to, such registration requirements.
2031 Asset-Backed Debt
In September 2019, the Company completed the 301.4 million term debt securitization. Term debt securitizations, also known as CLOs, are a form of secured financing incurred by the Company, which is consolidated by the Company and subject to the Company’s asset coverage requirements. The 2031 Asset-Backed Debt was issued by the Securitization Issuer. The 2031 Asset-Backed Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the Securitization Issuer. The Debt Securitization was executed through (A) a private placement of: (i) $78.5 million Class A-1 Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month LIBOR plus 1.8%, (ii) $15.0 million Class A-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 3.7%, (iii) $14.0 million Class B-1 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 2.9%, (iv) $16.0 million Class B-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 4.3%, (v) $19.0 million Class C‑1 Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.0%, (vi) $8.0 million Class C-2 Secured Deferrable Fixed Rate Notes due 2031, which bear interest at 5.4%, and (vii) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.8% and (B) the borrowing of $77.5 million Class A‑1 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 1.8%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. The annualized interest on the 2031 Asset-Backed Debt will be paid, to the extent of funds available. The reinvestment period of the Debt Securitization ends on October 15, 2023 and the 2031 Asset-Backed Debt is scheduled to mature on October 15, 2031.
On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by certain of our wholly owned subsidiaries, the Securitization Issuer transferred to us 100% of the Preferred Shares of the Securitization Issuer, 100% of the Class D Secured Deferrable Floating Rate Notes issued by the Securitization Issuer, and a portion of the net cash proceeds received from the sale of the 2031 Asset-Backed Debt. The Preferred Shares of the Securitization Issuer do not bear interest and had a stated value of approximately $55.4 million at the closing of the Debt Securitization.
The 2031 Asset-Backed Debt is included in the Consolidated Statement of Assets and Liabilities as debt of the Company and the Class D Secured Deferrable Floating Rate Notes and the Preferred Shares of the Securitization Issuer were eliminated in consolidation. As of March 31, 2020 and September 30, 2019, the Company had $228.0 million of 2031 Asset-Backed Debt outstanding, respectively, with a weighted average interest rate of 4.0% and 4.2%. As of March 31, 2020 and September 30, 2019, the unamortized fees on the 2031 Asset-Backed Debt were $3.4 million and $3.7 million, respectively.
Our Investment Adviser serves as collateral manager to the Securitization Issuer pursuant to a collateral management agreement between our Investment Adviser and the Securitization Issuer, or the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
11. COMMITMENTS AND CONTINGENCIES
From time to time, we, the Investment Adviser or the Administrator may be a party to legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. Unfunded debt and equity investments, if any, are disclosed in the Consolidated Schedules of Investments. As of March 31, 2020 and September 30, 2019, we had $60.3 million and $101.1 million, respectively, in commitments to fund investments. Additionally, as described in Note 4, the Company had unfunded commitments of up to $24.9 million and $9.2 million, respectively, to PSSL as of March 31, 2020 and September 30, 2019 that may be contributed primarily for the purpose of funding new investments approved by the PSSL board of directors or investment committee.
30
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of PennantPark Floating Rate Capital Ltd. and its Subsidiaries
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated statement of assets and liabilities of PennantPark Floating Rate Capital Ltd. and its Subsidiaries (collectively referred to as the “Company”), including the consolidated schedule of investments, as of March 31, 2020, the related consolidated statements of operations and the related consolidated statements of changes in net assets for the three and six months ended March 31, 2020 and 2019, and cash flows for the six months ended March 31, 2020 and 2019, and the related notes to the consolidated financial statements (collectively, the interim financial information or financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of September 30, 2019, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated November 20, 2019, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities as of September 30, 2019, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
/s/ RSM US LLP
New York, New York
May 11, 2020
31
FORWARD-LOOKING STATEMENTS
This Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which relate to us and our consolidated subsidiaries regarding future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve risks and uncertainties, including statements as to:
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|
• |
our future operating results; |
|
|
• |
our business prospects and the prospects of our prospective portfolio companies, including as a result of the current pandemic caused by the novel coronavirus (commonly known as “COVID-19”); |
|
|
• |
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets, including changes from the impact of the current COVID-19 pandemic; |
|
|
• |
our ability to continue to effectively manage our business due to the significant disruptions caused by the current COVID-19 pandemic; |
|
|
• |
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 and foreign exchange rates on our business and our portfolio companies; |
|
|
• |
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 and ability to fund capital commitments to PSSL; |
|
|
• |
the adequacy of our cash resources and working capital; |
|
|
• |
the timing of cash flows, if any, from the operations of our prospective portfolio companies; |
|
|
• |
the impact of price and volume fluctuations in the stock market; |
|
|
• |
the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments; |
|
|
• |
the impact of future legislation and regulation on our business and our portfolio companies; and |
|
|
• |
the impact of Brexit and other world economic and political issues. |
We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. You should not place undue influence on the forward-looking statements as our actual results could differ materially from those projected in the forward-looking statements for any reason.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved.
We have based the forward-looking statements included in this Report on information available to us on the date of this Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including reports on Form 10-Q/K and current reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
The following analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes thereto contained elsewhere in this Report.
Overview
PennantPark Floating Rate Capital Ltd. is a BDC whose objectives are to generate both current income and capital appreciation while seeking to preserve capital by investing primarily in Floating Rate Loans and other investments made to U.S. middle-market companies.
We believe that Floating Rate Loans to U.S. middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We use the term “middle-market” to refer to companies with annual revenues between $50 million and $1 billion. Our investments are typically rated below investment grade. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. However, when compared to junk bonds and other non-investment grade debt, senior secured Floating Rate Loans typically have more robust capital-preserving qualities, such as historically lower default rates than junk bonds, represent the senior source of capital in a borrower’s capital structure and often have certain of the borrower’s assets pledged as collateral. Our debt investments may generally range in
32
maturity from three to ten years and are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions.
Under normal market conditions, we generally expect that at least 80% of the value of our Managed Assets will be invested in Floating Rate Loans and other investments bearing a variable-rate of interest. We generally expect that first lien secured debt will represent at least 65% of our overall portfolio. We also generally expect to invest up to 35% of our overall portfolio opportunistically in other types of investments, including second lien secured debt and subordinated debt and, to a lesser extent, equity investments. We seek to create a diversified portfolio by generally targeting an investment size between $5 million and $30 million, on average, although we expect that this investment size will vary proportionately with the size of our capital base.
Our investment activity depends on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
Organization and Structure of PennantPark Floating Rate Capital Ltd.
PennantPark Floating Rate Capital Ltd., a Maryland corporation organized in October 2010, is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we elected to be treated, and intend to qualify annually, as a RIC under the Code.
Our investment activities are managed by the Investment Adviser. Under our Investment Management Agreement, we have agreed to pay our Investment Adviser an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. We have also entered into an Administration Agreement with the Administrator. Under our Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer and their respective staffs. Our board of directors, a majority of whom are independent of us, provides overall supervision of our activities, and the Investment Adviser supervises our day-to-day activities.
COVID-19 Developments
The novel coronavirus (commonly known as “COVID-19”) was first detected in December 2019 in the city of Wuhan in China and has since been identified as a global pandemic by the World Health Organization. In response, governmental authorities of affected jurisdictions, including those in the United States, have imposed travel restrictions and required the temporary closures of many corporate offices, retail stores, manufacturing facilities, factories and other common places of public congregation. These restrictions and “stay-at-home” orders have essentially resulted in the shutdown of all non-essential businesses, as defined by each governmental authority imposing the respective orders. The economic impact resulting from such restrictions has adversely affected the business operations of some, if not all, of our portfolio companies, as well as our own operations and the operations of our Investment Adviser. We cannot predict with any level of certainty the magnitude of the impact to our business operations or the business operations of our portfolio companies due to the business and supply-chain disruptions caused by the COVID-19 pandemic and the resulting governmental responses. However, we expect such adverse effects to continue for the duration of the pandemic, and potentially for some time thereafter.
Due to the nature of these governmental restrictions and their potentially long-lasting duration, we anticipate that some portfolio companies, especially those in vulnerable industries such as retail, food and beverage and travel, will undergo significant financial distress and possibly default on their financial obligations to us and their other capital providers. Moreover, if our portfolio companies remain subject to prolonged and severe financial distress, we expect such companies to substantially curtail their operations, defer capital expenditures, furlough or lay off workers and terminate relationships with their service providers. These developments would likely reduce the value of our investments in such portfolio companies and permanently impair their business operations.
The COVID-19 pandemic could continue to have an adverse impact on the global economy and result in a period, however long, of global economic slowdown. Particularly, COVID-19 presents material uncertainty and risk with respect to our future performance and financial results as well as the future performance and financial results of our portfolio companies. While we are unable to predict the ultimate adverse effect of COVID-19 on our results of operation, we have identified certain factors that may affect market, economic and geopolitical conditions, and thereby may adversely affect our business, including:
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• |
U.S. and global economic slowdowns; |
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• |
changes in interest rates, including LIBOR; |
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• |
limited availability of credit, both in the U.S. and internationally; |
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• |
disruptions to supply-chains and price volatility; |
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• |
changes to existing laws and regulations, or the imposition of new laws and regulations; and |
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• |
uncertainty regarding future governmental and regulatory policies. |
The business disruption and financial harm resulting from COVID-19 experienced by our portfolio companies are likely to reduce, over time, the amount of interest and dividend income that we receive from such investments and may require us to provide an increase of capital to such companies in the form of follow on investments. In connection with the adverse effects of the COVID-19 pandemic, we may also need to restructure the capitalization of some of our portfolio companies, which could result in reduced interest payments, an increase in the amount of PIK interest we receive or a permanent reduction in the value of our investments. If our net investment income decreases, the percentage of our cash flows dedicated to debt servicing and distribution payments to stockholders would subsequently increase. If such cash flows cannot be sustained, we may be required to reduce the amount of our future distributions to stockholders. As of March 31, 2020, we had two portfolio companies on non-accrual status, and the continuing impact of the COVID-19 pandemic may result in additional portfolio investments being placed on non-accrual status in the future.
We have had a significant reduction in our net asset value as of March 31, 2020 as compared to our net asset value as of the prior quarter, which was primarily due to the immediate adverse economic effects of the COVID-19 pandemic, the continuing uncertainty surrounding its long-term impact as well as the re-pricing of credit risk in the broadly syndicated credit market. The decrease in net asset value as of March 31, 2020 primarily resulted from an increase in unrealized depreciation in respect of our portfolio company investments, which led to a decrease in the fair value of some of our portfolio company investments.
Additionally, as of March 31, 2020 and September 30, 2019, our asset coverage ratio, as computed in accordance with the 1940 Act, was 155% and 179%, respectively. Our Credit Facility includes standard covenants and events of default provisions. If we fail to make payments required under such facility or breach the covenants therein, it could result in a default under the Credit Facility. Failure to cure such default or obtain a waiver from the appropriate party would result in an event of default, and the Lenders may accelerate the repayment of our indebtedness under the Credit Facility, such that all amounts owed are due immediately at the time of default. Such an action would negatively affect our liquidity, business, financial condition, results of operations, cash flows and ability to pay distributions to our stockholders.
33
We are also subject to financial risks, including changes in market interest rates. As of March 31, 2020, our debt portfolio consisted of 99% variable-rate investments. The variable-rate loans are usually based on a floating interest rate index such as LIBOR and typically have durations of three months after which they reset to current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor. In addition, the Credit Facility currently bears interest at LIBOR (or an alternative risk-free floating interest rate index) plus 200 basis points and, after the revolving period ends in October 2021, the rate will reset to LIBOR (or an alternative risk-free floating interest rate index) plus 425 basis points. LIBOR decreased in March 2020 when, among other things, the U.S. Federal Reserve reduced certain interest rates as a result of the COVID-19 pandemic. If interest rates remain at such levels, our gross investment income may decrease which could result in a decrease in our net investment income if decreases in LIBOR are not offset by, among other things, a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, or a decrease in the interest rate of any floating interest rate liabilities we may have that are tied to LIBOR. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” below.
While we have generally avoided direct investments in industries that have been hard hit by the spread of COVID-19, including oil and gas, retail, restaurants and airlines, some of our portfolio companies, such as those in the events and gaming industries, have been especially susceptible to the economic effects of the COVID-19 pandemic. As the COVID-19 pandemic began to worsen, we proactively took action to support and evaluate our portfolio companies including, but not limited to, the following: 1) gathering additional information regarding the business operations and market impact of COVID-19 from a multitude of sources such as qualified third-party service providers, management teams and private equity sponsor owners of our investment companies and other sources; 2) establishing frequent real-time communications with our private equity sponsor partners and stakeholders, which we believe will result in more efficient solutions for our portfolio companies and, due to our strong business relationships with such sponsors, will create the appropriate incentives necessary for them to work with us to address the needs of our portfolio companies; and 3) through the use of our underwriting team and the benefit of our strong analytics surrounding the portfolio, assessing the likely impact of the COVID-19 pandemic on our portfolio companies and segmenting our portfolio to call attention to those borrowers who, as a result of COVID-19, are of moderate or higher risk of default, which will enable us to focus on and assist those borrowers which are more likely to require attention.
Revenues
We generate revenue in the form of interest income on the debt securities we hold and capital gains and dividends, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of first lien secured debt, second lien secured debt or subordinated debt, typically have a term of three to ten years and bear interest at a floating or fixed rate. Interest on debt securities is generally payable quarterly. In some cases, 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 amendment, commitment, origination, structuring or diligence fees, fees for providing significant managerial assistance and possibly consulting fees. Loan origination fees, OID and market discount or premium are capitalized and accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned. Litigation settlements are accounted for in accordance with the gain contingency provisions of ASC 450-30.
Expenses
Our primary operating expenses include the payment of a management fee and the payment of an incentive fee to our Investment Adviser, if any, our allocable portion of overhead under our Administration Agreement and other operating costs as detailed below. Our management fee compensates our Investment Adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments. Additionally, we pay interest expense on the outstanding debt and unused commitment fees on undrawn amounts, under our various debt facilities. We bear all other direct or indirect costs and expenses of our operations and transactions, including:
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the cost of calculating our net asset value, including the cost of any third-party valuation services; |
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the cost of effecting sales and repurchases of shares of our common stock and other securities; |
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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 or complementary businesses; |
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expenses incurred by the Investment Adviser in performing due diligence and reviews of investments; |
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transfer agent and custodial fees; |
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fees and expenses associated with marketing efforts; |
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federal and state registration fees and any exchange listing fees; |
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federal, state, local and foreign taxes; |
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independent directors’ fees and expenses; |
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brokerage commissions; |
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fidelity bond, directors and officers, errors and omissions liability insurance and other insurance premiums; |
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direct costs such as printing, mailing, long distance telephone and staff; |
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fees and expenses associated with independent audits and outside legal costs; |
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costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and |
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all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under our Administration Agreement that will be based upon our allocable portion of overhead, and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer and their respective staffs. |
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Generally, during periods of asset growth, we expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.
PORTFOLIO AND INVESTMENT ACTIVITY
As of March 31, 2020, our portfolio totaled $1,179.0 million and consisted of $1,072.0 million of first lien secured debt (including $119.7 million in PSSL), $32.0 million of second lien secured debt and $74.9 million of preferred and common equity (including $35.1 million in PSSL). Our debt portfolio consisted of 99% variable-rate investments. As of March 31, 2020, we had two portfolio companies on non-accrual, representing 0.6% and zero of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $71.7 million. Our overall portfolio consisted of 108 companies with an average investment size of $10.9 million, had a weighted average yield on debt investments of 7.8%, and was invested 91% in first lien secured debt (including 10% in PSSL), 3% in second lien secured debt and 6% in preferred and common equity (including 3% in PSSL). As of March 31, 2020, 98% of the investments held by PSSL were first lien secured debt.
As of September 30, 2019, our portfolio totaled $1,081.7 million and consisted of $944.9 million of first lien secured debt (including $122.2 million in PSSL), $34.4 million of second lien secured debt and $102.4 million of preferred and common equity (including $50.0 million in PSSL). Our debt portfolio consisted of 99% variable-rate investments. As of September 30, 2019, we had one portfolio company on non-accrual, representing 0.4% and zero of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $3.5 million. Our overall portfolio consisted of 95 companies with an average investment size of $11.4 million, had a weighted average yield on debt investments of 8.7%, and was invested 87% in first lien secured debt (including 11% in PSSL), 3% in second lien secured debt and 10% in preferred and common equity (including 5% in PSSL). As of September 30, 2019, 97% of the investments held by PSSL were first lien secured debt.
For the three months ended March 31, 2020, we invested $167.5 million in seven new and 37 existing portfolio companies with a weighted average yield on debt investments of 7.5%. Sales and repayments of investments for the three months ended March 31, 2020 totaled $99.4 million. For the six months ended March 31, 2020, we invested $407.0 million in 17 new and 68 existing portfolio companies with a weighted average yield on debt investments of 8.0%. Sales and repayments of investments for the six months ended March 31, 2020 totaled $243.1 million.
For the three months ended March 31, 2019, we invested $136.1 million in five new and 22 existing portfolio companies with a weighted average yield on debt investments of 8.7%. Sales and repayments of investments for the three months ended March 31, 2019 totaled $143.2 million. For the six months ended March 31, 2019, we invested $316.8 million in 14 new and 46 existing portfolio companies with a weighted average yield on debt investments of 8.6%. Sales and repayments of investments for the six months ended March 31, 2019 totaled $333.5 million.
PennantPark Senior Secured Loan Fund I LLC
As of March 31, 2020, PSSL’s portfolio totaled $482.8 million, consisted of 51 companies with an average investment size of $9.5 million and had a weighted average yield on debt investments of 7.0%. As of September 30, 2019, PSSL’s portfolio totaled $488.5 million, consisted of 45 companies with an average investment size of $10.9 million and had a weighted average yield on debt investments of 7.6%.
For the three months ended March 31, 2020, PSSL invested $17.9 million (including $17.8 million purchased from the Company) in three new and one existing portfolio companies with a weighted average yield on debt investments of 7.4%. Sales and repayments of investments for the three months ended March 31, 2020 totaled $7.9 million. For the six months ended March 31, 2020, PSSL invested $87.1 million (including $86.7 million purchased from the Company) in 11 new and two existing portfolio companies with a weighted average yield on debt investments of 7.4%. Sales and repayments of investments for the six months ended March 31, 2020 totaled $74.3 million.
For the three months ended March 31, 2019, PSSL invested $25.2 million (of which $19.7 million was purchased from the Company) in one new and three existing portfolio companies with a weighted average yield on debt investments of 8.0%. PSSL’s sales and repayments of investments for the three months ended March 31, 2019 totaled $17.8 million. For the six months ended March 31, 2019 PSSL invested $167.6 million in 10 new and 10 existing portfolio companies with a weighted average yield on debt investments of 8.1%. PSSL’s sales and repayments of investments for the six months ended March 31, 2019 totaled $88.5 million.
CRITICAL ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to ASC serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements.
Investment Valuations
We expect that there may not be readily available market values for many of the investments which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that 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. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
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Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser responsible for the portfolio investment; |
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Preliminary valuation conclusions are then documented and discussed with the management of our Investment Adviser; |
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Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management’s preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker; |
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The audit committee of our board of directors reviews the preliminary valuations of our Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and |
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Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the respective independent valuation firms and the audit committee. |
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If 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.
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
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Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date. |
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Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument. |
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Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 2031 Asset-Backed Debt and our Credit Facility are classified as Level 3. Our 2023 Notes are classified as Level 1, as they were valued using the closing price from the primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
In addition to using the above inputs to value cash equivalents, investments, our 2023 Notes, our 2031 Asset-Backed Debt and our Credit Facility valuations, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to the Credit Facility and the 2023 Notes. We elected to use the fair value option for the Credit Facility and the 2023 Notes to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of zero relating to amendment costs on the Credit Facility during both the three and six months ended March 31, 2020. Due to that election and in accordance with GAAP, we incurred expenses of less than $0.1 million and $4.5 million, respectively, relating to amendment costs on the Credit Facility during the three and six months ended March 31, 2019. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility and the 2023 Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including our 2031 Asset-Backed Debt.
For the three and six months ended March 31, 2020, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of $33.5 million and $34.9 million, respectively. For the three and six months ended March 31, 2019, the Credit Facility and the 2023 Notes had a net change in unrealized appreciation of $5.6 million and $0.1 million, respectively. As of March 31, 2020 and September 30, 2019, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled $39.6 million and $4.7 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of the Credit Facility in a manner consistent with the valuation process that the board of directors uses to value our investments. Our 2023 Notes trade on the TASE and we use the closing price on the exchange to determine the fair value.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
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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 fair values of our portfolio investments, our Credit Facility and the 2023 Notes during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
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Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and |
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Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions. |
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
PIK Interest
We have investments in our portfolio which contain a PIK interest provision. PIK interest is added to the principal balance of the investment and is recorded as income. In order for us to maintain our ability to be subject to tax as a RIC, substantially all of this income must be paid out to stockholders in the form of dividends for U.S. federal income tax purposes, even though we may not have collected any cash with respect to interest on PIK securities.
Federal Income Taxes
We have elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our net ordinary income (subject to certain deferrals and elections) for the calendar year, (2) 98.2% of the excess, if any, of our capital gains over our capital losses, or capital gain net income (adjusted for certain ordinary losses) for the one-year period ending on October 31 of the calendar year plus (3) the sum of any net ordinary income plus capital gain net income for preceding years that was not distributed during such years and on which we did not incur any federal income tax, or the Excise Tax Avoidance Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, contingent on our ability to be subject to tax as a RIC, in order to provide us with additional liquidity.
Because federal income tax regulations differ from GAAP, distributions characterized in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are subject to tax as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
RESULTS OF OPERATIONS
Set forth below are the results of operations for the three and six months ended March 31, 2020 and 2019.
Investment Income
Investment income for the three and six months ended March 31, 2020 was $26.3 million and $51.0 million, respectively, and was attributable to $24.1 million and $46.5 million from first lien secured debt and $2.2 million and $4.5 million from other investments, respectively. This compares to investment income for the three and six months ended March 31, 2019, which was $23.0 million and $46.2 million, respectively, and was attributable to $21.0 million and $42.1 million from first lien secured debt and $2.0 million and $4.1 million from other investments, respectively. The increase in investment income compared to the same periods in the prior year was primarily due to the growth of our portfolio.
Expenses
Expenses for the three and six months ended March 31, 2020 totaled $14.6 million and $28.1 million, respectively. Base management fee for the same periods totaled $2.9 million and $5.8 million, incentive fee totaled $2.9 million and $5.3 million, debt related interest and expenses totaled $7.6 million and $14.9 million and general and administrative expenses totaled $1.0 million and $1.9 million, respectively. This compares to expenses for the three and six months ended March 31, 2019 which totaled $11.2 million and $23.5 million, respectively. Base management fee for the same periods totaled $2.4 million and $4.9 million, incentive fee totaled $2.5 million and $1.3 million (including $(1.4) million on realized and unrealized gains accrued but not payable), debt related interest and expenses totaled $5.3 million (including less than $0.1 million in Credit Facility amendment costs) and $15.1 million (including $4.5 million in Credit Facility amendment costs), and general and administrative expenses totaled $1.0 million and $2.2 million, respectively. The increase in expenses for the three and six months ended March 31, 2020 compared to the same periods in the prior year was primarily due to the growth of our portfolio.
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Net investment income totaled $11.7 million and $22.9 million, or $0.30 and $0.59 per share, for the three and six months ended March 31, 2020, respectively. Net investment income totaled $11.8 million and $22.7 million, or $0.30 and $0.59 per share, for the three and six months ended March 31, 2019, respectively.
Net Realized Gains or Losses
Sales and repayments of investments for the three and six months ended March 31, 2020 totaled $99.4 million and $243.1 million, respectively, and net realized losses totaled $1.6 million and $0.6 million, respectively. Sales and repayments of investments for the three and six months ended March 31, 2019 totaled $143.2 million and $333.5 million, respectively, and net realized gains totaled $1.1 million and $2.0 million, respectively. The change in realized gains/losses 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 and six months ended March 31, 2020, we reported net change in unrealized depreciation on investments of $64.8 million and $68.3 million, respectively. For the three and six months ended March 31, 2019, we reported net change in unrealized depreciation on investments of $12.7 million and $25.1 million, respectively. As of March 31, 2020 and September 30, 2019, our net unrealized depreciation on investments totaled $71.7 million and $3.5 million, respectively. The net change in unrealized depreciation on our investments compared to the same periods in the prior year was primarily due to changes in the capital market conditions as well as the financial performance of certain portfolio companies primarily driven by the market disruption caused by the COVID-19 pandemic and the uncertainty surrounding its continued adverse economic impact, as discussed above under “COVID-19 Developments.”
For the three and six months ended March 31, 2020, the Credit Facility and the 2023 Notes had a net change in unrealized appreciation of $33.5 million and $34.9 million, respectively. For the three and six months ended March 31, 2019, the Credit Facility and the 2023 Notes had a net change in unrealized appreciation of $5.6 million and $0.1 million, respectively. As of March 31, 2020 and September 30, 2019, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled $39.6 million and $4.7 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 Change in Net Assets Resulting from Operations
Net decrease in net assets resulting from operations totaled $21.1 million and $11.1 million, or $0.54 and $0.29 per share, respectively, for the three and six months ended March 31, 2020. This compares to a net decrease in net assets resulting from operations of $5.5 million and $0.5 million, or $0.14 and $0.01 per share, respectively, for the three and six months ended March 31, 2019. The net change in net assets from operations compared to the same periods in the prior year was primarily due to depreciation of the portfolio in the current period primarily driven by the market disruption caused by the COVID-19 pandemic and the uncertainty surrounding its continued adverse economic impact, as discussed above under “COVID-19 Developments.”
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are derived primarily from proceeds of securities offerings, debt capital and 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 debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives. As of March 31, 2020, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing. This “Liquidity and Capital Resources” section should be read in conjunction with the “COVID-19 Developments” section above.
On April 5, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the SBCAA). As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), effective as of April 5, 2019, subject to compliance with certain disclosure requirements. As of March 31, 2020 and September 30, 2019, our asset coverage ratio, as computed in accordance with the 1940 Act, was 155% and 179%, respectively.
The annualized weighted average cost of debt for the six months ended March 31, 2020 and 2019, inclusive of the fee on the undrawn commitment on the Credit Facility, amendment costs and debt issuance costs, was 4.1% and 6.2%, respectively (excluding amendment and debt issuance costs, amounts were 4.1% and 5.1%, respectively). As of March 31, 2020 and September 30, 2019, we had $106.7 million and $254.7 million of unused borrowing capacity under the Credit Facility, respectively, subject to leverage and borrowing base restrictions.
Funding I’s multi-currency Credit Facility with the Lenders was $520 million as of March 31, 2020, subject to satisfaction of certain conditions and regulatory restrictions that the 1940 Act imposes on us as a BDC, has an interest rate spread above LIBOR (or an alternative risk-free floating interest rate index) of 200 basis points, a maturity date of October 2023 and a revolving period that ends in October 2021. As of March 31, 2020 and September 30, 2019, Funding I had $413.3 million and 265.3 million of outstanding borrowings under the Credit Facility, respectively. The Credit Facility had a weighted average interest rate of 3.6% and 4.1%, exclusive of the fee on undrawn commitments as of March 31, 2020 and September 30, 2019, respectively.
During the revolving period, the Credit Facility bears interest at LIBOR (or an alternative risk-free floating interest rate index) plus 200 basis points and, after the revolving period, the rate will reset to LIBOR (or an alternative risk-free floating interest rate index) plus 425 basis points for the remaining two years, maturing in October 2023. The Credit Facility is secured by all of the assets of Funding I. Both PennantPark Floating Rate Capital Ltd. and Funding I have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
The Credit Facility contains covenants, including but not limited to, restrictions of loan size, currency types and amounts, industry requirements, average life of loans, geographic and individual portfolio concentrations, minimum portfolio yield and loan payment frequency. Additionally, the Credit Facility requires the maintenance of a minimum equity investment in Funding I and income ratio as well as restrictions on certain payments and issuance of debt. The Credit Facility compliance reporting is prepared on a basis of accounting other than GAAP. As of March 31, 2020, we were in compliance with the covenants relating to the Credit Facility.
We own 100% of the equity interest in Funding I and treat the indebtedness of Funding I as our leverage. Our Investment Adviser serves as collateral manager to Funding I under the Credit Facility.
Our interest in Funding I (other than the management fee) is subordinate in priority of payment to every other obligation of Funding I and is subject to certain payment restrictions set forth in the Credit Facility. We may receive cash distributions on our equity interests in Funding I only after it has made (1) all required cash interest and, if applicable, principal payments to the Lenders, (2) required administrative expenses and (3) claims of other unsecured creditors of Funding I. We cannot assure you that there will be sufficient funds available to make any distributions to us or that such distributions will meet our expectations from Funding I. The Investment Adviser has irrevocably directed that the management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager.
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In November 2017, we issued $138.6 million of our 2023 Notes. The 2023 Notes were issued pursuant to a deed of trust between the Company and Mishmeret Trust Company, Ltd., as trustee.
The 2023 Notes currently pay interest at a rate of 4.3% per year. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2018. The principal on the 2023 Notes will be payable in four annual installments as follows: 15% of the original principal amount on December 15, 2020, 15% of the original principal amount on December 15, 2021, 15% of the original principal amount on December 15, 2022 and 55% of the original principal amount on December 15, 2023.
The 2023 Notes are general, unsecured obligations, rank equal in right of payment with all of our existing and future senior unsecured indebtedness and are generally redeemable at our option. The deed of trust governing the 2023 Notes includes certain customary covenants, including minimum equity requirements, and events of default. Please refer to the deed of trust filed as Exhibit (d)(8) to the post-effective amendment to our registration statement filed on December 13, 2017 for more information. The 2023 Notes are rated ilA- by S&P Global Ratings Maalot Ltd. and are listed on the TASE. In connection with this offering, we have dual listed our common stock on the TASE.
The 2023 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or in transactions exempt from, or not subject to, such registration requirements.
In September 2019, the Securitization Issuers completed the Debt Securitization. The 2031 Asset-Backed Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the Securitization Issuer. The Debt Securitization was executed through (A) a private placement of: (i) $78.5 million Class A-1 Senior Secured Floating Rate Notes maturing 2031, which bear interest at the three-month LIBOR plus 1.8%, (ii) $15.0 million Class A-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 3.7%, (iii) $14.0 million Class B-1 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 2.9%, (iv) $16.0 million Class B-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 4.3%, (v) $19.0 million Class C‑1 Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.0%, (vi) $8.0 million Class C-2 Secured Deferrable Fixed Rate Notes due 2031, which bear interest at 5.4%, and (vii) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.8% and (B) the borrowing of $77.5 million Class A‑1 Senior Secured Floating Rate Loans due 2031, which bear interest at the three-month LIBOR plus 1.8%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. The 2031 Asset-Backed Debt is scheduled to mature on October 15, 2031. As of March 31, 2020 and September 30, 2019, the Company had $228.0 million of 2031 Asset-Backed Debt outstanding, respectively, with a weighted average interest rate of 4.0% and 4.2%.
On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by our wholly owned subsidiary, the Securitization Issuer transferred to us 100% of the Preferred Shares of the Securitization Issuer, 100% of the Class D Secured Deferrable Floating Rate Notes issued by the Securitization Issuer, and a portion of the net cash proceeds received from the sale of the 2031 Asset-Backed Debt. The Preferred Shares of the Securitization Issuer do not bear interest and had a stated value of $55.4 million at the closing of the Debt Securitization.
The 2031 Asset-Backed Debt constitutes secured obligations of the Securitization Issuers, and the indenture governing the 2031 Asset-Backed Debt includes customary covenants and events of default. The 2031 Asset-Backed Debt has not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
Our Investment Adviser serves as collateral manager to the Securitization Issuer pursuant to the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
We may raise equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, securitizing a portion of our investments among other considerations or mergers and acquisitions. Furthermore, the Credit Facility availability depends on various covenants and restrictions as discussed in the preceding paragraphs. The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes. For both the six months ended March 31, 2020 and 2019, we did not issue any shares.
As of March 31, 2020 and September 30, 2019, we had cash equivalents of $30.0 million and $63.3 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to take advantage of market opportunities.
Our operating activities used cash of $158.9 million for the six months ended March 31, 2020, and our financing activities provided cash of $125.9 million for the same period. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily from draws on our credit facility, partially offset by distributions paid to stockholders.
Our operating activities used cash of $35.6 million for the six months ended March 31, 2019 and our financing activities used cash of $3.5 million for the same period. Our operating activities used cash primarily for our investment activities and our financing activities used cash primarily for distributions paid to stockholders.
PennantPark Senior Secured Loan Fund I LLC
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of March 31, 2020, PSSL had total assets of $497.2 million. As of the same date, we and Kemper had remaining commitments to fund first lien secured debt and equity interests in PSSL in an aggregate amount of $28.5 million. PSSL invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSSL in the form of first lien secured debt and equity interests. As of March 31, 2020, we and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding first lien secured debt and equity interests. As of the same date, our investment in PSSL consisted of first lien secured debt of $123.4 million (additional $17.5 million unfunded) and equity interests of $52.9 million (additional $7.4 million unfunded).
We and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee, provided that two individuals are present that were elected, designated or appointed by each member.
Additionally, PSSL has entered into the PSSL Credit Facility, with Capital One, N.A. through its wholly-owned subsidiary, PSSL Subsidiary, which as of March 31, 2020 allowed PSSL Subsidiary to borrow up to $420.0 million at any one time outstanding, subject to leverage and borrowing base restrictions.
39
Below is a summary of PSSL’s portfolio at fair value:
|
|
|
March 31, 2020 |
|
|
September 30, 2019 |
|
||
|
Total investments |
|
$ |
482,798,265 |
|
|
$ |
488,549,847 |
|
|
Weighted average yield on debt investments |
|
|
7.0 |
% |
|
|
7.6 |
% |
|
Number of portfolio companies in PSSL |
|
|
51 |
|
|
|
45 |
|
|
Largest portfolio company investment |
|
$ |
21,915,026 |
|
|
$ |
22,026,186 |
|
|
Total of five largest portfolio company investments |
|
$ |
98,532,862 |
|
|
$ |
102,872,275 |
|
Below is a listing of PSSL’s individual investments as of March 31, 2020:
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
|
Business Services |
|
|
7.78 |
% |
|
3M L+600 |
|
|
4,937,500 |
|
|
$ |
4,870,291 |
|
|
$ |
4,838,750 |
|
|
|
American Auto Auction Group, LLC |
|
01/02/2024 |
|
|
Transportation: Consumer |
|
|
5.75 |
% |
|
3M L+475 |
|
|
7,709,836 |
|
|
|
7,635,520 |
|
|
|
7,632,738 |
|
|
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
|
High Tech Industries |
|
|
7.86 |
% |
|
1M L+625 |
|
|
13,578,048 |
|
|
|
13,380,598 |
|
|
|
13,170,706 |
|
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
|
Aerospace and Defense |
|
|
8.28 |
% |
|
3M L+650 |
|
|
11,675,625 |
|
|
|
11,593,803 |
|
|
|
11,271,648 |
|
|
|
Cardenas Markets LLC |
|
11/29/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.75 |
% |
|
1M L+575 |
|
|
7,311,083 |
|
|
|
7,276,584 |
|
|
|
7,237,972 |
|
|
|
Centauri Group Holdings, LLC |
|
02/12/2024 |
|
|
Aerospace and Defense |
|
|
6.71 |
% |
|
1M L+525 |
|
|
10,370,472 |
|
|
|
10,361,964 |
|
|
|
10,059,358 |
|
|
|
Challenger Performance Optimization, Inc. |
|
08/31/2023 |
|
|
Business Services |
|
|
7.36 |
% |
|
1M L+575 |
|
|
9,997,608 |
|
|
|
9,918,100 |
|
|
|
8,897,872 |
|
|
|
Country Fresh Holdings, LLC |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.45 |
% |
|
1M L+500 |
|
|
182,403 |
|
|
|
179,556 |
|
|
|
182,403 |
|
|
|
Country Fresh Holdings, LLC (Revolver) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.45 |
% |
|
1M L+500 |
|
|
450,110 |
|
|
|
450,111 |
|
|
|
450,110 |
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.20 |
% |
|
3M L+575 |
|
|
12,250,000 |
|
|
|
12,116,071 |
|
|
|
12,005,000 |
|
|
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.20 |
% |
|
3M L+575 |
|
|
8,125,453 |
|
|
|
8,081,707 |
|
|
|
7,962,943 |
|
|
|
DRS Holdings III, Inc. |
|
11/03/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
7.20 |
% |
|
1M L+575 |
|
|
8,062,563 |
|
|
|
7,985,331 |
|
|
|
7,649,760 |
|
|
|
Findex Group Limited (3), (4) |
|
05/31/2024 |
|
|
Banking, Finance, Insurance and Real Estate |
|
|
5.87 |
% |
|
3M L+525 |
A |
$ |
10,000,000 |
|
|
|
7,385,936 |
|
|
|
5,753,270 |
|
|
|
GCOM Software LLC |
|
11/14/2022 |
|
|
High Tech Industries |
|
|
7.86 |
% |
|
1M L+625 |
|
|
17,091,551 |
|
|
|
16,988,454 |
|
|
|
17,048,821 |
|
|
|
Good2Grow LLC |
|
11/18/2024 |
|
|
Beverage, Food and Tobacco |
|
|
5.32 |
% |
|
3M L+425 |
|
|
11,329,248 |
|
|
|
11,237,035 |
|
|
|
10,536,200 |
|
|
|
GSM Holdings, Inc. |
|
06/03/2024 |
|
|
Consumer Goods: Durable |
|
|
5.56 |
% |
|
3M L+450 |
|
|
19,569,810 |
|
|
|
19,436,112 |
|
|
|
19,080,565 |
|
|
|
IMIA Holdings, Inc. |
|
10/28/2024 |
|
|
Aerospace and Defense |
|
|
5.95 |
% |
|
3M L+450 |
|
|
12,343,750 |
|
|
|
12,292,298 |
|
|
|
11,603,125 |
|
|
|
Impact Group, LLC |
|
06/27/2023 |
|
|
Wholesale |
|
|
7.95 |
% |
|
1M L+650 |
|
|
9,340,185 |
|
|
|
9,254,980 |
|
|
|
7,985,858 |
|
|
|
Infrastructure Supply Operations Pty Ltd. (3), (4) |
|
12/12/2023 |
|
|
Wholesale |
|
|
5.75 |
% |
|
1M L+475 |
A |
$ |
15,000,000 |
|
|
|
10,984,374 |
|
|
|
8,382,025 |
|
|
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
|
Diversified Consumer Services |
|
|
6.20 |
% |
|
1M L+475 |
|
|
9,924,623 |
|
|
|
9,924,623 |
|
|
|
9,527,638 |
|
|
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
1M L+525 |
|
|
19,750,000 |
|
|
|
19,507,844 |
|
|
|
18,805,950 |
|
|
|
Lash Opco, LLC - Term Loan |
|
12/12/2024 |
|
|
Consumer Goods: Non-Durable |
|
|
8.75 |
% |
|
3M L+725 |
|
|
7,406,250 |
|
|
|
7,192,235 |
|
|
|
6,813,750 |
|
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
|
Capital Equipment |
|
|
6.95 |
% |
|
3M L+550 |
|
|
9,875,000 |
|
|
|
9,794,401 |
|
|
|
9,452,350 |
|
|
|
Leap Legal Software Pty Ltd (3), (4) |
|
09/12/2022 |
|
|
High Tech Industries |
|
|
6.75 |
% |
|
3M L+575 |
A |
$ |
14,680,747 |
|
|
|
10,435,897 |
|
|
|
8,850,571 |
|
|
|
LSF9 Atlantis Holdings, LLC |
|
05/01/2023 |
|
|
Retail |
|
|
7.00 |
% |
|
1M L+600 |
|
|
6,984,375 |
|
|
|
7,018,576 |
|
|
|
6,285,938 |
|
|
|
Manna Pro Products, LLC |
|
12/08/2023 |
|
|
Consumer Goods: Non-Durable |
|
|
7.00 |
% |
|
1M L+600 |
|
|
6,842,500 |
|
|
|
6,769,218 |
|
|
|
6,509,954 |
|
|
|
Marketplace Events LLC (4) |
|
01/27/2023 |
|
|
Media: Diversified and Production |
|
|
6.58 |
% |
|
P+275 |
C |
$ |
5,730,254 |
|
|
|
4,447,088 |
|
|
|
3,703,821 |
|
|
|
MeritDirect, LLC |
|
05/23/2024 |
|
|
Media: Advertising, Printing & Publishing |
|
|
6.95 |
% |
|
3M L+550 |
|
|
4,937,500 |
|
|
|
4,889,980 |
|
|
|
4,591,875 |
|
|
|
Mission Critical Electronics, Inc. |
|
09/28/2022 |
|
|
Capital Equipment |
|
|
6.00 |
% |
|
3M L+500 |
|
|
5,979,856 |
|
|
|
5,952,437 |
|
|
|
5,831,556 |
|
|
|
New Milani Group LLC |
|
06/06/2024 |
|
|
Consumer Goods: Non-Durable |
|
|
6.00 |
% |
|
1M L+500 |
|
|
14,737,500 |
|
|
|
14,629,441 |
|
|
|
13,890,094 |
|
|
|
Nuvei Technologies Corp. |
|
09/28/2025 |
|
|
High Tech Industries |
|
|
6.00 |
% |
|
1M L+500 |
|
|
12,452,133 |
|
|
|
12,513,133 |
|
|
|
12,078,570 |
|
|
|
Olde Thompson, LLC |
|
05/14/2024 |
|
|
Beverage, Food and Tobacco |
|
|
5.25 |
% |
|
1M L+425 |
|
|
10,768,333 |
|
|
|
10,660,650 |
|
|
|
10,660,648 |
|
|
|
Output Services Group, Inc. |
|
03/27/2024 |
|
|
Business Services |
|
|
6.11 |
% |
|
1M L+450 |
|
|
7,843,419 |
|
|
|
7,866,673 |
|
|
|
7,137,512 |
|
|
|
PH Beauty Holdings III, Inc. |
|
09/29/2025 |
|
|
Wholesale |
|
|
6.07 |
% |
|
1M L+500 |
|
|
9,842,557 |
|
|
|
9,759,641 |
|
|
|
9,252,004 |
|
|
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.12 |
% |
|
3M L+575 |
|
|
1,749,547 |
|
|
|
1,730,634 |
|
|
|
1,714,556 |
|
|
|
PlayPower, Inc. |
|
05/08/2026 |
|
|
Consumer Goods: Durable |
|
|
6.95 |
% |
|
3M L+550 |
|
|
4,168,500 |
|
|
|
4,129,610 |
|
|
|
4,043,445 |
|
|
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
|
Wholesale |
|
|
7.00 |
% |
|
1M L+550 |
|
|
4,975,000 |
|
|
|
4,902,819 |
|
|
|
4,726,250 |
|
|
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
|
Business Services |
|
|
7.44 |
% |
|
1M L+600 |
|
|
11,964,715 |
|
|
|
11,964,715 |
|
|
|
11,725,430 |
|
|
|
Smile Brands Inc. |
|
10/14/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.20 |
% |
|
3M L+450 |
|
|
11,232,813 |
|
|
|
11,139,848 |
|
|
|
11,120,484 |
|
|
|
Snak Club, LLC |
|
07/19/2021 |
|
|
Beverage, Food and Tobacco |
|
|
7.58 |
% |
|
1M L+600 |
|
|
4,687,495 |
|
|
|
4,687,495 |
|
|
|
4,406,245 |
|
|
|
Solutionreach, Inc. |
|
01/17/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.74 |
% |
|
3M L+575 |
|
|
6,539,462 |
|
|
|
6,461,958 |
|
|
|
6,321,698 |
|
|
|
Sonny's Enterprises, LLC |
|
12/01/2022 |
|
|
Capital Equipment |
|
|
5.00 |
% |
|
3M L+400 |
|
|
15,147,368 |
|
|
|
15,150,402 |
|
|
|
14,162,789 |
|
|
|
STV Group Incorporated |
|
12/11/2026 |
|
|
Construction and Building |
|
|
6.24 |
% |
|
1M L+525 |
|
|
7,980,000 |
|
|
|
7,902,772 |
|
|
|
7,820,400 |
|
|
|
TeleGuam Holdings, LLC |
|
11/20/2025 |
|
|
Telecommunications |
|
|
5.50 |
% |
|
1M L+450 |
|
|
8,409,616 |
|
|
|
8,368,338 |
|
|
|
8,073,231 |
|
|
|
Teneo Holdings LLC |
|
07/18/2025 |
|
|
Business Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
4,975,000 |
|
|
|
4,793,152 |
|
|
|
4,726,250 |
|
|
|
The Infosoft Group, LLC |
|
09/16/2024 |
|
|
Media: Broadcasting and Subscription |
|
|
6.92 |
% |
|
6M L+525 |
|
|
8,687,660 |
|
|
|
8,661,839 |
|
|
|
8,166,400 |
|
|
|
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
7.14 |
% |
|
3M L+475 |
|
|
8,969,066 |
|
|
|
8,882,178 |
|
|
|
8,703,582 |
|
|
|
TVC Enterprises, LLC |
|
01/18/2024 |
|
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
1M L+550 |
|
|
9,924,623 |
|
|
|
9,924,623 |
|
|
|
9,726,131 |
|
|
|
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
6,910,465 |
|
|
|
6,785,977 |
|
|
|
6,703,151 |
|
|
|
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
6.76 |
% |
|
3M L+450 |
|
|
22,136,390 |
|
|
|
21,947,892 |
|
|
|
21,915,026 |
|
|
|
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.00 |
% |
|
3M L+500 |
|
|
11,521,769 |
|
|
|
11,353,227 |
|
|
|
11,291,333 |
|
|
|
Walker Edison Furniture Company LLC |
|
09/26/2024 |
|
|
Wholesale |
|
|
8.41 |
% |
|
3M L+650 |
|
|
15,797,891 |
|
|
|
15,545,471 |
|
|
|
15,797,891 |
|
|
|
Whitney, Bradley & Brown, Inc. |
|
10/18/2022 |
|
|
Aerospace and Defense |
|
|
8.50 |
% |
|
1M L+750 |
|
|
5,326,734 |
|
|
|
5,262,695 |
|
|
|
5,273,467 |
|
|
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
492,386,307 |
|
|
|
471,559,114 |
|
|
Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC |
|
04/29/2024 |
|
|
Beverage, Food and Tobacco |
|
|
9.95 |
% |
|
1M L+850 |
|
|
918,103 |
|
|
|
918,103 |
|
|
|
918,104 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.95 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan B |
|
03/26/2021 |
|
|
Business Services |
|
|
9.00 |
% |
|
|
|
|
15,946 |
|
|
|
15,946 |
|
|
|
15,229 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan C |
|
02/02/2026 |
|
|
Business Services |
|
|
9.00 |
% |
|
— |
|
|
7,977,513 |
|
|
|
7,977,513 |
|
|
|
7,618,525 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 9.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,911,562 |
|
|
|
8,551,858 |
|
|
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holding Company Inc. |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
|
|
|
|
|
|
1,317 |
|
|
|
1,713,106 |
|
|
|
154,563 |
|
|
DBI Holding, LLC, Series A-1 |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
5,034 |
|
|
|
5,034,310 |
|
|
|
2,532,730 |
|
|
DBI Holding, LLC, Series B |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
1,065,021 |
|
|
|
236,521 |
|
|
— |
|
|
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,983,937 |
|
|
|
2,687,293 |
|
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,789,465 |
|
|
|
8,789,465 |
|
|
US Bank Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,128,147 |
|
|
|
2,964,039 |
|
|
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,917,612 |
|
|
|
11,753,504 |
|
|
Total Investments and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
520,199,418 |
|
|
$ |
494,551,769 |
|
|
Liabilities in Excess of Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(454,412,431 |
) |
|
Members' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,139,338 |
|
40
|
(1) |
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any. |
|
(2) |
Valued based on PSSL’s accounting policy. |
|
(3) |
Non-U.S. company or principal place of business outside the United States. |
|
(4) |
Par amount is denominated in Australian Dollars (A$) or in Canadian Dollars (C$) as denoted. |
41
Below is a listing of PSSL’s individual investments as of September 30, 2019:
|
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current Coupon |
|
|
Basis Point Spread Above Index (1) |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
|
First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
|
High Tech Industries |
|
|
8.28 |
% |
|
3M L+600 |
|
|
5,000,000 |
|
|
$ |
4,927,149 |
|
|
$ |
5,000,000 |
|
|
|
American Auto Auction Group, LLC |
|
01/02/2024 |
|
|
Transportation: Consumer |
|
|
6.85 |
% |
|
3M L+475 |
|
|
7,749,274 |
|
|
|
7,674,216 |
|
|
|
7,671,781 |
|
|
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
|
High Tech Industries |
|
|
8.52 |
% |
|
1M L+725 |
|
|
13,772,261 |
|
|
|
13,531,751 |
|
|
|
13,772,261 |
|
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
|
Aerospace and Defense |
|
|
8.54 |
% |
|
3M L+650 |
|
|
11,735,208 |
|
|
|
11,644,440 |
|
|
|
11,680,054 |
|
|
|
Cardenas Markets LLC |
|
11/29/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.79 |
% |
|
1M L+575 |
|
|
7,348,866 |
|
|
|
7,311,507 |
|
|
|
7,128,400 |
|
|
|
Centauri Group Holdings, LLC |
|
02/12/2024 |
|
|
Aerospace and Defense |
|
|
7.36 |
% |
|
1M L+525 |
|
|
10,422,726 |
|
|
|
10,413,416 |
|
|
|
10,396,669 |
|
|
|
Challenger Performance Optimization, Inc. |
|
08/31/2023 |
|
|
Business Services |
|
|
7.87 |
% |
|
1M L+575 |
|
|
10,127,447 |
|
|
|
10,040,432 |
|
|
|
9,874,261 |
|
|
|
Country Fresh Holdings, LLC |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.10 |
% |
|
1M L+500 |
|
|
182,403 |
|
|
|
179,170 |
|
|
|
182,403 |
|
|
|
Country Fresh Holdings, LLC (Revolver) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.10 |
% |
|
1M L+500 |
|
|
126,031 |
|
|
|
126,031 |
|
|
|
126,031 |
|
|
|
Country Fresh Holdings, LLC - (Revolver) (5) |
|
05/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
— |
|
|
324,080 |
|
|
— |
|
|
— |
|
|||
|
Deva Holdings, Inc. |
|
10/31/2023 |
|
|
Consumer Goods: Non-Durable |
|
|
7.54 |
% |
|
3M L+625 |
|
|
19,748,744 |
|
|
|
19,748,744 |
|
|
|
19,748,744 |
|
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.85 |
% |
|
3M L+575 |
|
|
12,312,500 |
|
|
|
12,157,345 |
|
|
|
12,189,375 |
|
|
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.85 |
% |
|
3M L+575 |
|
|
8,166,594 |
|
|
|
8,116,022 |
|
|
|
8,084,928 |
|
|
|
Findex Group Limited (3), (4) |
|
05/31/2024 |
|
|
Banking, Finance, Insurance and Real Estate |
|
|
6.26 |
% |
|
3M L+525 |
A |
$ |
10,000,000 |
|
|
|
7,376,173 |
|
|
|
6,542,165 |
|
|
|
GCOM Software LLC |
|
11/14/2022 |
|
|
High Tech Industries |
|
|
8.37 |
% |
|
1M L+750 |
|
|
17,384,864 |
|
|
|
17,263,748 |
|
|
|
17,384,864 |
|
|
|
Good2Grow LLC |
|
11/18/2024 |
|
|
Beverages |
|
|
6.35 |
% |
|
3M L+425 |
|
|
11,752,655 |
|
|
|
11,649,126 |
|
|
|
11,576,366 |
|
|
|
Good Source Solutions, Inc. |
|
06/29/2023 |
|
|
Beverage, Food and Tobacco |
|
|
6.37 |
% |
|
3M L+600 |
|
|
14,357,813 |
|
|
|
14,241,579 |
|
|
|
14,135,267 |
|
|
|
GSM Holdings, Inc. |
|
06/03/2024 |
|
|
Consumer Goods: Durable |
|
|
6.60 |
% |
|
3M L+450 |
|
|
19,669,098 |
|
|
|
19,524,460 |
|
|
|
19,472,406 |
|
|
|
IMIA Holdings, Inc. |
|
10/28/2024 |
|
|
Aerospace and Defense |
|
|
6.60 |
% |
|
3M L+450 |
|
|
12,406,250 |
|
|
|
12,351,255 |
|
|
|
12,344,219 |
|
|
|
Impact Group, LLC |
|
06/27/2023 |
|
|
Wholesale |
|
|
8.60 |
% |
|
1M L+650 |
|
|
9,390,185 |
|
|
|
9,296,753 |
|
|
|
9,296,283 |
|
|
|
Infrastructure Supply Operations Pty Ltd. (3), (4) |
|
12/12/2023 |
|
|
Wholesale |
|
|
5.80 |
% |
|
1M L+425 |
A |
$ |
15,000,000 |
|
|
|
10,973,919 |
|
|
|
9,717,138 |
|
|
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
|
Diversified Consumer Services |
|
|
6.85 |
% |
|
1M L+475 |
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
|
Chemicals, Plastics and Rubber |
|
|
7.30 |
% |
|
1M L+525 |
|
|
19,850,000 |
|
|
|
19,586,294 |
|
|
|
19,609,815 |
|
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
|
Capital Equipment |
|
|
7.60 |
% |
|
3M L+550 |
|
|
9,925,000 |
|
|
|
9,837,686 |
|
|
|
9,916,068 |
|
|
|
Leap Legal Software Pty Ltd (3), (4) |
|
09/12/2022 |
|
|
High Tech Industries |
|
|
6.80 |
% |
|
3M L+575 |
A |
$ |
14,755,747 |
|
|
|
10,483,859 |
|
|
|
9,952,014 |
|
|
|
Long's Drugs Incorporated |
|
08/19/2022 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.10 |
% |
|
1M L+500 |
|
|
17,820,000 |
|
|
|
17,688,160 |
|
|
|
17,641,800 |
|
|
|
LSF9 Atlantis Holdings, LLC |
|
05/01/2023 |
|
|
Retail |
|
|
8.04 |
% |
|
1M L+600 |
|
|
7,078,125 |
|
|
|
7,118,977 |
|
|
|
6,575,083 |
|
|
|
Manna Pro Products, LLC |
|
12/08/2023 |
|
|
Consumer Goods: Non-Durable |
|
|
8.05 |
% |
|
1M L+600 |
|
|
6,877,500 |
|
|
|
6,797,207 |
|
|
|
6,688,369 |
|
|
|
Marketplace Events LLC (4) |
|
01/27/2021 |
|
|
Media: Diversified and Production |
|
|
7.20 |
% |
|
P+275 |
C |
$ |
5,760,254 |
|
|
|
4,461,926 |
|
|
|
4,350,645 |
|
|
|
Mission Critical Electronics, Inc. |
|
09/28/2022 |
|
|
Capital Equipment |
|
|
7.10 |
% |
|
3M L+500 |
|
|
6,009,982 |
|
|
|
5,977,867 |
|
|
|
6,009,982 |
|
|
|
New Milani Group LLC |
|
06/06/2024 |
|
|
Consumer Goods: Non-Durable |
|
|
6.35 |
% |
|
1M L+425 |
|
|
14,812,500 |
|
|
|
14,691,710 |
|
|
|
14,664,375 |
|
|
|
Olde Thompson, LLC |
|
05/14/2024 |
|
|
Beverage, Food and Tobacco |
|
|
6.54 |
% |
|
1M L+450 |
|
|
11,876,667 |
|
|
|
11,757,900 |
|
|
|
11,876,667 |
|
|
|
Output Services Group, Inc. |
|
03/27/2024 |
|
|
Business Services |
|
|
6.54 |
% |
|
1M L+425 |
|
|
7,883,419 |
|
|
|
7,909,754 |
|
|
|
6,779,740 |
|
|
|
Pestell Minerals and Ingredients Inc. |
|
06/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.57 |
% |
|
3M L+525 |
|
|
9,925,000 |
|
|
|
9,840,202 |
|
|
|
9,825,750 |
|
|
|
Pestell Minerals and Ingredients Inc. |
|
06/01/2023 |
|
|
Beverage, Food and Tobacco |
|
|
7.23 |
% |
|
3M L+525 |
C |
$ |
3,242,655 |
|
|
|
2,412,626 |
|
|
|
2,424,644 |
|
|
|
PH Beauty Holdings III, Inc. |
|
09/29/2025 |
|
|
Wholesale |
|
|
7.04 |
% |
|
1M L+500 |
|
|
9,892,519 |
|
|
|
9,804,058 |
|
|
|
9,397,893 |
|
|
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
1,758,406 |
|
|
|
1,736,386 |
|
|
|
1,740,822 |
|
|
|
PlayPower, Inc. |
|
05/8/2026 |
|
|
Leisure Products |
|
|
7.60 |
% |
|
3M L+550 |
|
|
4,189,500 |
|
|
|
4,148,451 |
|
|
|
4,184,263 |
|
|
|
Smile Brands Inc. |
|
10/14/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
6.66 |
% |
|
3M L+450 |
|
|
11,289,688 |
|
|
|
11,189,470 |
|
|
|
11,176,791 |
|
|
|
Snak Club, LLC |
|
07/19/2021 |
|
|
Beverage, Food and Tobacco |
|
|
8.10 |
% |
|
1M L+600 |
|
|
4,687,495 |
|
|
|
4,687,495 |
|
|
|
4,359,370 |
|
|
|
Sonny's Enterprises, LLC |
|
12/01/2022 |
|
|
Capital Equipment |
|
|
6.35 |
% |
|
3M L+425 |
|
|
15,224,842 |
|
|
|
15,227,900 |
|
|
|
15,224,842 |
|
|
|
Teneo Holdings LLC |
|
07/18/2025 |
|
|
Business Services |
|
|
7.29 |
% |
|
1M L+525 |
|
|
5,000,000 |
|
|
|
4,804,110 |
|
|
|
4,762,500 |
|
|
|
The Infosoft Group, LLC |
|
12/02/2021 |
|
|
Media: Broadcasting and Subscription |
|
|
7.43 |
% |
|
6M L+500 |
|
|
8,823,392 |
|
|
|
8,790,069 |
|
|
|
8,735,157 |
|
|
|
TVC Enterprises, LLC |
|
01/18/2024 |
|
|
Diversified Consumer Services |
|
|
7.55 |
% |
|
1M L+550 |
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
9,974,874 |
|
|
|
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
8.28 |
% |
|
1M L+625 |
|
|
7,075,000 |
|
|
|
6,937,888 |
|
|
|
6,933,500 |
|
|
|
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
6.78 |
% |
|
3M L+450 |
|
|
22,248,673 |
|
|
|
22,045,879 |
|
|
|
22,026,186 |
|
|
|
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.04 |
% |
|
3M L+450 |
|
|
11,572,122 |
|
|
|
11,388,612 |
|
|
|
11,572,122 |
|
|
|
Walker Edison Furniture Company LLC |
|
09/26/2024 |
|
|
Wholesale |
|
|
8.83 |
% |
|
3M L+650 |
|
|
16,001,734 |
|
|
|
15,724,459 |
|
|
|
16,121,747 |
|
|
|
Whitney, Bradley & Brown, Inc. |
|
10/18/2022 |
|
|
Aerospace and Defense |
|
|
9.55 |
% |
|
1M L+750 |
|
|
5,466,024 |
|
|
|
5,389,938 |
|
|
|
5,466,024 |
|
|
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
478,935,867 |
|
|
|
474,289,532 |
|
|
Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holdings, LLC |
|
04/29/2024 |
|
|
Beverage, Food and Tobacco |
|
|
10.60 |
% |
|
1M L+850 |
|
|
870,886 |
|
|
|
870,886 |
|
|
|
870,886 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 10.60 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan B |
|
03/26/2021 |
|
|
Business Services |
|
|
8.00 |
% |
|
6M L+525 |
|
|
15,206 |
|
|
|
15,206 |
|
|
|
15,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 8.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC, Term Loan C |
|
02/02/2026 |
|
|
Business Services |
|
|
8.00 |
% |
|
— |
|
|
7,607,291 |
|
|
|
7,607,291 |
|
|
|
7,569,255 |
|
|
|
|
|
|
|
|
|
|
|
|
(PIK 8.00 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,493,383 |
|
|
|
8,455,347 |
|
|
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Fresh Holding Company Inc. |
|
|
— |
|
|
Beverage, Food and Tobacco |
|
|
|
|
|
|
|
|
1,317 |
|
|
|
1,713,106 |
|
|
|
1,124,929 |
|
|
DBI Holding, LLC, Series A-1 |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
5,034 |
|
|
|
5,034,310 |
|
|
|
4,680,039 |
|
|
DBI Holding, LLC, Series B |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
— |
|
|
1,065,021 |
|
|
|
236,521 |
|
|
|
- |
|
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,983,937 |
|
|
|
5,804,968 |
|
|
Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,166,301 |
|
|
|
12,166,301 |
|
|
US Bank Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,156,230 |
|
|
|
3,128,580 |
|
|
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,322,531 |
|
|
|
15,294,881 |
|
|
Total Investments and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
509,735,718 |
|
|
$ |
503,844,728 |
|
|
Liabilities in Excess of Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(446,736,922 |
) |
|
Members' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
57,107,806 |
|
|
(1) |
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any. |
|
(2) |
Valued based on PSSL’s accounting policy. |
|
(3) |
Non-U.S. company or principal place of business outside the United States. |
|
(4) |
Par amount is denominated in Australian Dollars (A$) or in Canadian Dollars (C$) as denoted. |
|
(5) |
Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded. |
42
Below is the financial information for PSSL:
|
Statements of Assets and Liabilities |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020 |
|
|
September 30, 2019 |
|
||
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
Investments at fair value (cost—$508,281,806 and $494,413,190, respectively) |
|
$ |
482,798,265 |
|
|
$ |
488,549,847 |
|
|
Cash and cash equivalents (cost—$11,917,612 and $15,322,531, respectively) |
|
|
11,753,504 |
|
|
|
15,294,881 |
|
|
Interest receivable |
|
|
1,703,141 |
|
|
|
1,855,545 |
|
|
Prepaid expenses and other assets |
|
|
490,875 |
|
|
|
996,333 |
|
|
Total assets |
|
|
496,745,785 |
|
|
|
506,696,606 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
PSSL Credit Facility payable |
|
|
314,443,536 |
|
|
|
308,724,305 |
|
|
Notes payable to members |
|
|
141,050,000 |
|
|
|
139,650,000 |
|
|
Interest payable on PSSL Credit Facility |
|
|
1,073,654 |
|
|
|
1,015,468 |
|
|
Interest payable on notes to members |
|
|
39,257 |
|
|
|
176,273 |
|
|
Accrued other expenses |
|
|
— |
|
|
|
22,754 |
|
|
Total liabilities |
|
|
456,606,447 |
|
|
|
449,588,800 |
|
|
Commitments and contingencies (1) |
|
|
— |
|
|
|
— |
|
|
Members' equity |
|
|
40,139,338 |
|
|
|
57,107,806 |
|
|
Total liabilities and members' equity |
|
$ |
496,745,785 |
|
|
$ |
506,696,606 |
|
|
(1) |
As of March 31, 2020 and September 30, 2019, PSSL had unfunded commitments to fund investments of zero and $0.3 million, respectively. |
|
Statements of Operations |
|
|||||||||||||||
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
8,623,991 |
|
|
$ |
10,379,484 |
|
|
$ |
17,399,249 |
|
|
$ |
5,097,142 |
|
|
Other income |
|
|
2,994 |
|
|
|
141,030 |
|
|
|
(3,637 |
) |
|
|
12,219 |
|
|
Total investment income |
|
|
8,626,985 |
|
|
|
10,520,514 |
|
|
|
17,395,612 |
|
|
|
5,109,361 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and expenses on PSSL Credit Facility |
|
|
3,341,355 |
|
|
|
4,336,173 |
|
|
|
6,746,751 |
|
|
|
1,957,836 |
|
|
Interest expense on notes to members |
|
|
3,508,325 |
|
|
|
3,673,693 |
|
|
|
7,139,570 |
|
|
|
1,638,700 |
|
|
Administrative services expenses |
|
|
300,000 |
|
|
|
300,000 |
|
|
|
600,000 |
|
|
|
150,000 |
|
|
Other general and administrative expenses (1) |
|
|
113,650 |
|
|
|
113,650 |
|
|
|
227,360 |
|
|
|
465,436 |
|
|
Total expenses |
|
|
7,263,330 |
|
|
|
8,423,516 |
|
|
|
14,713,681 |
|
|
|
4,211,972 |
|
|
Net investment income |
|
|
1,363,655 |
|
|
|
2,096,998 |
|
|
|
2,681,931 |
|
|
|
897,389 |
|
|
Realized and unrealized (loss) gain on investments and credit facility foreign currency translations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized (loss) gain on investments |
|
|
(34,117 |
) |
|
|
320,818 |
|
|
|
418,361 |
|
|
|
15,946 |
|
|
Net change in unrealized (depreciation) appreciation on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
(20,835,443 |
) |
|
|
388,105 |
|
|
|
(19,756,654 |
) |
|
|
999,702 |
|
|
Credit facility foreign currency translation |
|
|
4,013,416 |
|
|
|
(350,091 |
) |
|
|
2,687,894 |
|
|
|
(251,668 |
) |
|
Net change in unrealized (depreciation) appreciation on investments and credit facility foreign currency translation |
|
|
(16,822,027 |
) |
|
|
38,014 |
|
|
|
(17,068,760 |
) |
|
|
748,034 |
|
|
Net realized and unrealized (loss) gain from investments and credit facility foreign currency translation |
|
|
(16,856,144 |
) |
|
|
358,832 |
|
|
|
(16,650,399 |
) |
|
|
763,980 |
|
|
Net (decrease) increase in members' equity resulting from operations |
|
$ |
(15,492,489 |
) |
|
$ |
2,455,830 |
|
|
$ |
(13,968,468 |
) |
|
$ |
1,661,369 |
|
|
(1) |
Currently, no management or incentive fees are payable by PSSL. If any fees were to be charged, they would be separately disclosed in the Statements of Operations. |
43
A summary of our significant contractual payment obligations at cost as of March 31, 2020, including borrowings under our Credit Facility, 2023 Notes, 2031 Asset-Backed Debt and other contractual obligations, is as follows:
|
|
|
Payments due by period (millions) |
|
|||||||||||||||||
|
|
|
Total |
|
|
Less than 1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
More than 5 years |
|
|||||
|
Credit Facility |
|
$ |
413.3 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
413.3 |
|
|
$ |
— |
|
|
2023 Notes |
|
|
138.6 |
|
|
|
20.8 |
|
|
|
41.6 |
|
|
|
76.2 |
|
|
|
— |
|
|
2031 Asset-Backed Debt |
|
|
228.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
228.0 |
|
|
Total debt outstanding (1) |
|
$ |
779.9 |
|
|
$ |
20.8 |
|
|
$ |
41.6 |
|
|
$ |
489.5 |
|
|
$ |
228.0 |
|
|
Unfunded commitments to PSSL |
|
|
24.9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24.9 |
|
|
Unfunded investments (2) |
|
|
60.3 |
|
|
|
— |
|
|
|
10.4 |
|
|
|
32.9 |
|
|
|
17.0 |
|
|
Total contractual obligations |
|
$ |
865.1 |
|
|
$ |
20.8 |
|
|
$ |
52.0 |
|
|
$ |
522.4 |
|
|
$ |
269.9 |
|
|
(1) |
The annualized weighted average cost of debt as of March 31, 2020, excluding amendment costs and debt issuance costs, was 3.8% exclusive of the fee on the undrawn commitment on the Credit Facility. |
|
(2) |
Unfunded debt and equity investments are disclosed in the Consolidated Schedule of Investments and Note 11 of our Consolidated Financial Statements. |
We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2020, PennantPark Investment Advisers serves as our investment adviser. Payments under our Investment Management Agreement in each reporting period are equal to (1) a management fee equal to a percentage of the value of our average adjusted gross assets and (2) an incentive fee based on our performance.
Under our Administration Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 2020, the Administrator furnishes us with office facilities and administrative services necessary to conduct our day-to-day operations. If requested to provide significant managerial assistance to our portfolio companies, we or the Administrator will be paid an additional amount based on the services provided. Payment under our Administration Agreement is based upon our allocable portion of the Administrator’s overhead in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of our Chief Compliance Officer, Chief Financial Officer and their respective staffs.
If any of our contractual obligations discussed above are terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.
Off-Balance Sheet Arrangements
We currently engage in no off-balance sheet arrangements other than our funding requirements for the unfunded investments described above.
Distributions
In order to be treated as a RIC for federal income tax purposes and to not be subject to corporate-level tax on undistributed income or gains, we are required, under Subchapter M of the Code, to annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the Excise Tax Avoidance Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, contingent on maintaining our ability to be subject to tax as a RIC, in order to provide us with additional liquidity.
During the three and six months ended March 31, 2020 and 2019, we declared distributions of $0.285 and $0.57 per share, respectively, for total distributions of $11.1 and $22.1 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. Tax characteristics of all distributions will be reported to stockholders subject to information reporting on Form 1099-DIV after the end of each calendar year and in our periodic reports filed with the SEC.
We intend to continue to make monthly distributions to our stockholders. Our monthly distributions, if any, are determined by our board of directors quarterly.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage ratio for borrowings applicable to us as a BDC under the 1940 Act and due to provisions in future credit facilities. If we do not distribute at least a certain percentage of our income annually, we could suffer adverse tax consequences, including possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions at a particular level.
Recent Developments
Subsequent to March 31, 2020, the market disruptions caused by the COVID-19 pandemic have continued to adversely affect the business operations of some, if not all, of our portfolio companies and have adversely affected, and may continue to adversely affect, our operations and the operations of our Investment Adviser. While we are closely monitoring this situation, we cannot predict the impact of COVID-19 on our future financial condition, results of operations or cash flows with any level of certainty. That said, we expect that the COVID-19 pandemic will have a material adverse impact on our future net investment income, the fair value of our portfolio investments, and the results of operations and financial condition of our portfolio companies. For more information, see “COVID-19 Developments” above.
We are subject to financial market risks, including changes in interest rates. As of March 31, 2020, our debt portfolio consisted of 99% variable-rate investments. The variable-rate loans are usually based on a floating interest rate index such as LIBOR and typically have durations of three months, after which they reset to current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the
44
floor. In regards to variable-rate instruments with a floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. In contrast, our cost of funds, to the extent it is not fixed, will fluctuate with changes in interest rates since it has no floor.
Assuming that the most recent Consolidated Statements of Assets and Liabilities was to remain constant, and no actions were taken to alter the existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:
|
Change In Interest Rates |
|
Change In Interest Income, Net Of Interest Expense (in thousands) |
|
|
Change In Interest Income, Net of Interest Expense Per Share |
|
||
|
Down 1% |
|
$ |
1,614 |
|
|
$ |
0.04 |
|
|
Up 1% |
|
|
4,386 |
|
|
|
0.11 |
|
|
Up 2% |
|
|
9,792 |
|
|
|
0.25 |
|
|
Up 3% |
|
|
15,198 |
|
|
|
0.39 |
|
|
Up 4% |
|
$ |
20,604 |
|
|
$ |
0.53 |
|
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets on the Consolidated Statements of Assets and Liabilities and other business developments that could affect net increase in net assets resulting from operations or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.
Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds, as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income or net assets.
We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or our Credit Facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities or foreign currency derivatives hedging activities.
As of the period covered by this Report, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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None of us, our Investment Adviser or our Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Investment Adviser or Administrator. From time to time, we, our Investment Adviser or Administrator, may be a party to certain legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these and any future legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
In addition to the other information set forth in this Report, you should consider carefully the factors discussed below, as well as in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed on November 20, 2019, which could materially affect our business, financial condition and/or operating results. The risks described below, as well as in our Annual Report on Form 10-K are not the only risks facing PennantPark Floating Rate Capital Ltd. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Legislation enacted in 2018 allows us to incur additional leverage.
A BDC has historically been able to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as defined in Section 61(a)(2) of the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Consolidated Appropriations Act of 2018 (which includes the SBCAA) was enacted which amended the 1940 Act to decrease this percentage from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity) for a BDC that has received either stockholder approval or approval of a “required majority” (as defined in Section 57(o) of the 1940 Act) of its board of directors of the application of such lower asset coverage ratio to the BDC. On April 5, 2018, our board of directors approved such reduction. As of April 5, 2019, we are able to incur additional indebtedness so long as we comply with the applicable disclosure requirement, which may increase the risk of investing in us. Under the 200% minimum asset coverage ratio, the Company was permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity and, under the 150% minimum asset coverage ratio, the Company is permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a)(2) of the 1940 Act permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1-to-1 to a maximum of 2-to-1. In addition, since our base management fee is determined and payable based upon our average adjusted gross assets, which includes any borrowings for investment purposes, our base management fee expense may increase if we incur additional leverage.
Because we intend to distribute substantially all of our income to our stockholders to maintain our ability to be subject to tax as a RIC, we may need to raise additional capital to finance our growth. If funds are not available to us, we may need to curtail new investments, and our common stock value could decline.
In connection with satisfying the requirements to be subject to tax as a RIC for federal income tax purposes, we intend to distribute to our stockholders substantially all of our investment company taxable income and net capital gains each taxable year. However, we may retain all or a portion of our net capital gains and incur applicable income taxes with respect thereto and elect to treat such retained net capital gains as deemed dividend distributions to our stockholders.
As noted above, on April 5, 2018, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), approved a reduction of our asset coverage ratio from 200% to 150%. As a result, as of April 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity). If we incur additional indebtedness under this provision, the risk of investing in us will increase. If the value of our assets declines, we may be unable to satisfy this asset coverage test. If that happens, we may be required to sell a portion of our investments or sell additional common stock and, depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous. In addition, the issuance of additional securities could dilute the percentage ownership of our current stockholders in us.
We are partially dependent on our subsidiary Funding I for cash distributions to enable us to meet the distribution requirements in order to permit us to be subject to tax as a RIC. In this regard, Funding I is limited by its covenants from making certain distributions to us that may be necessary to fulfill our requirements to be subject to tax as a RIC. In such case, we would need to request a waiver of these covenants’ restrictions for Funding I to make certain distributions to enable us to be subject to tax as a RIC. We cannot assure you that Funding I will be granted such a waiver, and if Funding I is unable to obtain a waiver, compliance with the covenants may cause us to incur a corporate-level income tax.
If we incur additional debt, it could increase the risk of investing in our shares.
We have indebtedness outstanding pursuant to our Credit Facility, 2023 Notes and the 2031 Asset-Backed Debt and expect in the future to borrow additional amounts under our Credit Facility or other debt securities, subject to market availability, and may increase the size of our Credit Facility. We cannot assure you that our leverage will remain at current levels. The amount of leverage that we employ will depend upon our assessment of the market and other factors at the time of any proposed borrowing. Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders or preferred stockholders, if any, and we have granted a security interest in Funding I’s assets in connection with our Credit Facility borrowings. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. Any future debt issuance will increase our leverage and may be subordinate to our Credit Facility. In addition, borrowings or debt issuances, also known as leverage, magnify the potential for loss or gain on amounts invested and, therefore, increase the risks associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets decreases, then leveraging would cause the net asset value attributable to our common stock to decline more than it otherwise would have had we not utilized leverage. Similarly, any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common or preferred stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures.
As noted above, on April 5, 2018, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), and our stockholders, respectively, approved a reduction of our asset coverage ratio. As a result, as of April 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% to 150%. As of such date, we are able to incur additional indebtedness so long as we comply with the applicable disclosure requirements, which may increase the risk of investing in us.
Global capital markets could enter a period of severe disruption and instability due to future recessions, political instability, geopolitical turmoil and foreign hostilities, and disease pandemics and other serious health events. These market conditions have historically had and could again have a materially adverse effect on debt and equity capital markets in the United States, which could have a materially negative impact on our business, financial condition and results of operations.
The U.S. and global capital markets have, from time to time, experienced periods of disruption characterized by the freezing of available credit, a lack of liquidity in the debt capital markets, significant losses in the principal value of investments, the re-pricing of credit risk in the broadly syndicated credit market, the failure of major financial institutions and general volatility in the financial markets. During these periods of disruption, general economic conditions deteriorated with material and adverse
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consequences for the broader financial and credit markets, and the availability of debt and equity capital for the market as a whole, and financial services firms in particular, was reduced significantly. These conditions may reoccur for a prolonged period of time or materially worsen in the future. In addition, continuing uncertainty arising from the United Kingdom’s decision to leave the European Union (commonly known as “Brexit”) could lead to further market disruptions and currency volatility, potentially weakening consumer, corporate and financial confidence and resulting in lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Furthermore, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused disruptions in the global markets, including markets in which we participate, and we cannot assure you that these market conditions will not continue or worsen in the future. We may in the future have difficulty accessing debt and equity capital markets, and a severe disruption in the global financial markets, deterioration in credit and financing conditions or uncertainty regarding U.S. government spending and deficit levels, Brexit or other global economic and political conditions, including future recessions, political instability, geopolitical turmoil and foreign hostilities, and disease, pandemics and other serious health events, could have a material adverse effect on our business, financial condition and results of operations.
In December 2019, COVID-19 was first detected in the city of Wuhan in the Hubei province of China. The spread of COVID-19 has resulted in governmental orders imposing travel restrictions and prolonged closures of many corporate offices, retail stores, manufacturing facilities, factories and other common places of public congregation around the world, which has materially disrupted the demand for our portfolio companies’ products and services and is making it more difficult for our portfolio companies to conduct their businesses. In addition, supply chains worldwide have been interrupted, slowed, or rendered inoperable as a result of the COVID-19 pandemic, and an increasing number of individuals are becoming ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Governmental mandates to control the outbreak have resulted in forced shutdowns of our portfolio companies’ facilities for extended periods. These prolonged disruptions in the business of our portfolio companies, including disruptions in their supply chains, have adversely affected their ability to obtain the necessary raw materials or components to make their products and caused a decline in the demand for their products or services. This may require, or in some cases already has required, our portfolio companies to furlough or lay off employees, terminate relationships with service providers or otherwise significantly curtail their standard business operations, which would likely cause, or already has caused, a negative impact on their operating results.
The global impact of the COVID-19 outbreak continues to evolve and is adversely affecting our operations and the operations of our portfolio companies. The COVID-19 pandemic has resulted in, and will continue to result in, among other things, the following: (i) increased draws by borrowers on revolving lines of credit; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iii) volatility and disruption of markets including greater volatility in pricing and spreads, difficulty in valuing loans during periods of increased volatility, and liquidity issues; (iv) reduction in certain interest rates by the U.S. Federal Reserve and other central banks and decreased LIBOR; and (v) unfavorable economic conditions that would be expected to increase borrowers’ funding costs, limit borrowers’ access to the capital markets or result in a decision by lenders not to extend credit to borrowers. These factors are limiting our portfolio companies’ access to capital in a time of great economic distress. While government authorities are rapidly introducing creative proposals to address the needs of businesses, such actions may not adequately address the problems facing our portfolio companies.
The outbreak is likely to have a continued adverse impact on economic and market conditions and may trigger a prolonged period of global economic slowdown. The full impact on global markets from COVID-19 is difficult to predict, and the degree to which COVID-19 will continue to negatively affect our operating results or the duration of any potential business disruption remains uncertain. The full negative impact of COVID-19 on our business and results of operations will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to reduce the spread of the virus, all of which are beyond our control. These future events, while unpredictable, will likely adversely affect our operating results and the operating results of our portfolio companies.
We are currently operating in a period of capital markets disruption and economic uncertainty.
The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a prolonged period of world-wide economic downturn. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. Such disruptions are adversely affecting our business, financial condition, results of operations and cash flows, and future market disruptions and/or illiquidity will continue to negatively impact us. These unfavorable economic conditions are also increasing our funding costs and limiting our access to the capital markets, and may result in a decision by lenders not to extend credit to us in the future. These events have limited and will continue to limit our investment originations, limit our ability to grow and negatively impact our operating results and the fair values of our debt and equity investments.
None.
None.
Not applicable.
On May 8, 2020, our board of directors adopted the Second Amended and Restated Bylaws of the Company (the “Second A&R Bylaws"), which became effective immediately. The Second A&R Bylaws, among other things, amended (i) the exclusive forum provision in Article XV and (ii) the voting standard for the election of directors in Article II, Section 7, as described below.
The Second A&R Bylaws amended Article XV to include Internal Corporate Claims (a new term resulting from a change in Maryland law that is defined in Section 1-101 of the Maryland General Corporation Law (the “MGCL”)) as a type of litigation subject to the Company’s exclusive forum provision. The revised Article XV also clarifies that the exclusive forum provision does not cover actions arising under federal securities laws and provides that none of the actions, claims or proceedings explicitly covered in the exclusive forum provision may be brought in any court sitting outside the State of Maryland without the Company’s written consent.
The Second A&R Bylaws also amended Article II, Section 7 to provide that a director nominee shall be elected by an affirmative vote of a majority of the total votes cast for and against such nominee in an uncontested election at a meeting of stockholders duly called and at which a quorum is present, except that nominees for director shall be elected by a plurality of the votes cast at a meeting of stockholders during a contested election where the number of nominees is greater than the number of directors to be elected. Prior to the amendment, a director nominee may be elected by an affirmative vote of the holders of a majority of the total votes cast for and affirmatively withheld from such nominee. Under the revised voting standard, a nominee shall be elected to the Company’s board of directors by a majority of the votes cast with respect to such nominee, which means that the number of votes cast for a director nominee must exceed the number of votes cast against the nominee; provided that if the election is contested, directors shall be elected by a plurality of the votes cast. The amendment further provides that voting on any matter, including the election of directors, may be conducted orally unless the
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chairman of the meeting orders that voting be by ballot or otherwise.
The foregoing description of the Second A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Bylaws, which is attached as Exhibit 3.2 to this Form 10-Q and incorporated herein by reference.
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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 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.
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PENNANTPARK FLOATING RATE CAPITAL LTD. |
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Date: May 11, 2020 |
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By: |
/s/ Arthur H. Penn |
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Arthur H. Penn |
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
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Date: May 11, 2020 |
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By: |
/s/ Aviv Efrat |
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Aviv Efrat |
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
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