`

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 JUNE 30, 2022

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: 814-00736

 

PENNANTPARK INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

|                                                                |        |                                      |
|----------------------------------------------------------------|--------|--------------------------------------|
|                                                           |   |                                 |
| MARYLAND                                                       |   | 20-8250744                           |
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                           |   |
| 1691 Michigan Avenue,

Miami Beach, Florida                    |   | 33319                                |
| (Address of principal executive offices)                       |   | (Zip Code)                           |

 

(212) 905-1000

(Registrant’s Telephone Number, Including Area Code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

 

|                                          |                   |                                           |
|------------------------------------------|-------------------|-------------------------------------------|
| Title of Each Class                      | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 per share | PNNT              | The New York Stock Exchange               |

 

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 August 3, 2022 was 65,413,942.

 

 

 

 

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PENNANTPARK INVESTMENT CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

 

|                                                                                                                         |        |        |
|-------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                    |   |   |
| PART I. CONSOLIDATED FINANCIAL INFORMATION                                                                              |   |   |
|                                                                                                                    |   |   |
| Item 1. Consolidated Financial Statements                                                                               |   |   |
|                                                                                                                    |   |   |
| Consolidated Statements of Assets and Liabilities as of June 30, 2022 (unaudited) and September 30, 2021                |   | 4      |
|                                                                                                                    |   |   |
| Consolidated Statements of Operations for the three and nine months ended June 30, 2022 and 2021 (unaudited)            |   | 5      |
|                                                                                                                    |   |   |
| Consolidated Statements of Changes in Net Assets for the three and nine months ended June 30, 2022 and 2021 (unaudited) |   | 6      |
|                                                                                                                    |   |   |
| Consolidated Statements of Cash Flows for the nine months ended June 30, 2022 and 2021 (unaudited)                      |   | 7      |
|                                                                                                                    |   |   |
| Consolidated Schedules of Investments as of June 30, 2022 (unaudited) and September 30, 2021                            |   | 8      |
|                                                                                                                    |   |   |
| Notes to Consolidated Financial Statements (unaudited)                                                                  |   | 19     |
|                                                                                                                    |   |   |
| Report of Independent Registered Public Accounting Firm                                                                 |   | 36     |
|                                                                                                                    |   |   |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations                    |   | 38     |
|                                                                                                                    |   |   |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                      |   | 51     |
|                                                                                                                    |   |   |
| Item 4. Controls and Procedures                                                                                         |   | 52     |
|                                                                                                                    |   |   |
| PART II. OTHER INFORMATION                                                                                              |   |   |
|                                                                                                                    |   |   |
| Item 1. Legal Proceedings                                                                                               |   | 53     |
|                                                                                                                    |   |   |
| Item 1A. Risk Factors                                                                                                   |   | 53     |
|                                                                                                                    |   |   |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                     |   | 54     |
|                                                                                                                    |   |   |
| Item 3. Defaults Upon Senior Securities                                                                                 |   | 54     |
|                                                                                                                    |   |   |
| Item 4. Mine Safety Disclosures                                                                                         |   | 54     |
|                                                                                                                    |   |   |
| Item 5. Other Information                                                                                               |   | 54     |
|                                                                                                                    |   |   |
| Item 6. Exhibits                                                                                                        |   | 55     |
|                                                                                                                    |   |   |
| SIGNATURES                                                                                                              |   | 56     |

 

2

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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 context suggest otherwise, the terms “Company,” “we,” “our” or “us” refers to PennantPark Investment Corporation and its consolidated subsidiaries; “PennantPark Investment” refers to only PennantPark Investment Corporation; “our SBIC Fund” refers collectively to our consolidated subsidiaries, PennantPark SBIC II LP, or SBIC II, and its general partner, PennantPark SBIC GP II, LLC; “Funding I” refers to PennantPark Investment Funding I, LLC, a wholly-owned subsidiary prior to deconsolidation on July 31, 2020; “Taxable Subsidiary” refers to PNNT Investment Holdings, LLC; “PSLF” refers to PennantPark Senior Loan Fund, LLC, an unconsolidated joint venture; “PTSF II” refers to  PennantPark-TSO Senior Loan Fund II, LP, an unconsolidated limited partnership; “PennantPark Investment Advisers” or “Investment Adviser” refers to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “SBA” refers to the Small Business Administration; “SBIC” refers to a small business investment company under the Small Business Investment Act of 1958, as amended, or the “1958 Act”; “BNP Credit Facility” refers to our revolving credit facility with BNP Paribas prior to deconsolidation of Funding I; “Truist Credit Facility” refers to our multi-currency, senior secured revolving credit facility with Truist Bank (formerly SunTrust Bank), as amended and restated; “2024 Notes” refers to our 5.50% Notes due 2024; “2026 Notes” refers to our 4.50% Notes due May 2026; “2026 Notes-2” refers to our 4.00% Notes due November 2026; “BDC” refers to a business development company under the Investment Company Act of 1940, as amended, or the “1940 Act”; “SBCAA” refers to the Small Business Credit Availability Act; “Code” refers to the Internal Revenue Code of 1986, as amended; and “RIC” refers to a regulated investment company under the Code. References to our portfolio, our investments and our business include investments we make through SBIC II and other consolidated subsidiaries.

3

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Item 1.	Consolidated Financial Statements

 

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(In thousands, except share data)

 

|                                                                                                                                                                    |        |               |           |        |                    |        |           |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|-----------|--------|--------------------|--------|-----------|--------|
|                                                                                                                                                               |   | June 30, 2022 |      |   | September 30, 2021 |   |
|                                                                                                                                                               |   | (unaudited)   |      |   |               |   |
| Assets                                                                                                                                                             |   |          |      |   |               |   |
| Investments at fair value                                                                                                                                          |   |          |      |   |               |   |
| Non-controlled, non-affiliated investments (cost—$921,967 and $729,811, respectively)                                                                       |   | $             | 961,032   |   |               | $      | 820,500   |   |
| Non-controlled, affiliated investments (cost—$75,825 and $78,723, respectively)                                                                             |   |          | 49,097    |   |               |   | 50,161    |   |
| Controlled, affiliated investments (cost—$381,904 and $412,587, respectively)                                                                               |   |          | 304,699   |   |               |   | 384,629   |   |
| Total investments (cost—$1,379,696 and $1,221,121, respectively)                                                                                            |   |          | 1,314,828 |   |               |   | 1,255,290 |   |
| Cash and cash equivalents (cost—$29,630 and $20,383, respectively)                                                                                          |   |          | 29,547    |   |               |   | 20,357    |   |
| Interest receivable                                                                                                                                                |   |          | 3,312     |   |               |   | 4,958     |   |
| Receivable for investments sold                                                                                                                                    |   |          | 57,407    |   |               |   | 12,793    |   |
| Distribution receivable                                                                                                                                            |   |          | 2,420     |   |               |   | 1,694     |   |
| Prepaid expenses and other assets                                                                                                                                  |   |          | 23,571    |   |               |   | —  |   |
| Total assets                                                                                                                                                       |   |          | 1,431,085 |   |               |   | 1,295,092 |   |
| Liabilities                                                                                                                                                        |   |          |      |   |               |   |
| Distributions payable                                                                                                                                              |   |          | 9,504     |   |               |   | 8,045     |   |
| Payable for investments purchased                                                                                                                                  |   |          | 20,435    |   |               |   | 8,407     |   |
| Truist Credit Facility payable, at fair value (cost—$422,920 and $316,545, respectively) (See Notes 5 and 10)                                               |   |          | 412,005   |   |               |   | 314,813   |   |
| 2024 Notes payable, net (par— zero and $86,250, respectively) (See Notes 5 and 10)                                                                          |   |          | —  |   |               |   | 84,503    |   |
| 2026 Notes payable, net (par— $150,000) (See Notes 5 and 10)                                                                                                |   |          | 146,542   |   |               |   | 145,865   |   |
| 2026 Notes-2 payable, net (par— $165,000 and zero, respectively) (See Notes 5 and 10)                                                                       |   |          | 161,159   |   |               |   | —  |   |
| SBA debentures payable, net (par—$27,500 and $63,500, respectively) (See Notes 5 and 10)                                                                    |   |          | 27,046    |   |               |   | 62,159    |   |
| Base-management fee payable, net (See Note 3)                                                                                                                      |   |          | 4,887     |   |               |   | 4,580     |   |
| Performance based-incentive fee payable (See Note 3)                                                                                                               |   |          | —  |   |               |   | 575       |   |
| Interest payable on debt                                                                                                                                           |   |          | 3,387     |   |               |   | 4,943     |   |
| Deferred tax liability                                                                                                                                             |   |          | 8,127     |   |               |   | —  |   |
| Accrued other expenses                                                                                                                                             |   |          | 6,483     |   |               |   | 1,058     |   |
| Total liabilities                                                                                                                                                  |   |          | 799,575   |   |               |   | 634,948   |   |
| Commitments and contingencies (See Note 11)                                                                                                                        |   |          |      |   |               |   |
| Net assets                                                                                                                                                         |   |          |      |   |               |   |
| Common stock, 65,413,942 and 67,045,105, respectively, shares issued and outstanding   Par value $0.001 per share and 100,000,000 shares authorized |   |          | 65        |   |               |   | 67        |   |
| Paid-in capital in excess of par value                                                                                                                             |   |          | 795,865   |   |               |   | 786,993   |   |
| Accumulated deficit                                                                                                                                                |   |          | (164,420  | )      |               |   | (126,916  | )      |
| Total net assets                                                                                                                                                   |   | $             | 631,510   |   |               | $      | 660,144   |   |
| Total liabilities and net assets                                                                                                                                   |   | $             | 1,431,085 |   |               | $      | 1,295,092 |   |
| Net asset value per share                                                                                                                                          |   | $             | 9.65      |   |               | $      | 9.85      |   |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except share  and per share data)

 

|                                                                                               |        |                             |          |        |                            |        |          |        |        |        |          |        |        |        |          |        |
|-----------------------------------------------------------------------------------------------|--------|-----------------------------|----------|--------|----------------------------|--------|----------|--------|--------|--------|----------|--------|--------|--------|----------|--------|
|                                                                                          |   | Three Months Ended June 30, |     |   | Nine Months Ended June 30, |   |
|                                                                                          |   | 2022                        |     |   | 2021                       |   |     | 2022   |   |   | 2021     |   |
| Investment income:                                                                            |   |                        |     |   |                       |   |     |   |   |   |     |   |
| From non-controlled, non-affiliated investments:                                              |   |                        |     |   |                       |   |     |   |   |   |     |   |
| Interest                                                                                      |   | $                           | 15,890   |   |                       | $      | 11,972   |   |   | $      | 45,973   |   |   | $      | 35,074   |   |
| Payment-in-kind                                                                               |   |                        | 665      |   |                       |   | 2,095    |   |   |   | 4,071    |   |   |   | 5,566    |   |
| Other income                                                                                  |   |                        | 1,247    |   |                       |   | 475      |   |   |   | 8,050    |   |   |   | 980      |   |
| From non-controlled, affiliated investments:                                                  |   |                        |     |   |                       |   |     |   |   |   |     |   |
| Payment-in-kind                                                                               |   |                        | — |   |                       |   | — |   |   |   | — |   |   |   | 457      |   |
| From controlled, affiliated investments:                                                      |   |                        |     |   |                       |   |     |   |   |   |     |   |
| Interest                                                                                      |   |                        | 2,694    |   |                       |   | 2,279    |   |   |   | 7,303    |   |   |   | 6,733    |   |
| Payment-in-kind                                                                               |   |                        | 432      |   |                       |   | 1,978    |   |   |   | 3,983    |   |   |   | 4,982    |   |
| Dividend income                                                                               |   |                        | 2,420    |   |                       |   | 1,694    |   |   |   | 6,655    |   |   |   | 4,667    |   |
| Total investment income                                                                       |   |                        | 23,348   |   |                       |   | 20,493   |   |   |   | 76,035   |   |   |   | 58,459   |   |
| Expenses:                                                                                     |   |                        |     |   |                       |   |     |   |   |   |     |   |
| Base management fee (See Note 3)                                                              |   |                        | 4,887    |   |                       |   | 4,358    |   |   |   | 14,977   |   |   |   | 12,755   |   |
| Performance-based incentive fee (See Note 3)                                                  |   |                        | — |   |                       |   | — |   |   |   | 2,657    |   |   |   | — |   |
| Interest and expenses on debt (See Note 10)                                                   |   |                        | 6,737    |   |                       |   | 6,942    |   |   |   | 20,122   |   |   |   | 16,836   |   |
| Administrative services expenses (See Note 3)                                                 |   |                        | 250      |   |                       |   | 380      |   |   |   | 750      |   |   |   | 1,390    |   |
| Other general and administrative expenses                                                     |   |                        | 723      |   |                       |   | 518      |   |   |   | 2,169    |   |   |   | 1,805    |   |
| Expenses before provision for taxes                                                           |   |                        | 12,597   |   |                       |   | 12,198   |   |   |   | 40,675   |   |   |   | 32,786   |   |
| Provision for taxes on net investment income                                                  |   |                        | 200      |   |                       |   | 150      |   |   |   | 600      |   |   |   | 450      |   |
| Net expenses                                                                                  |   |                        | 12,797   |   |                       |   | 12,348   |   |   |   | 41,275   |   |   |   | 33,236   |   |
| Net investment income                                                                         |   |                        | 10,551   |   |                       |   | 8,145    |   |   |   | 34,760   |   |   |   | 25,223   |   |
| Realized and unrealized gain (loss) on investments and debt:                                  |   |                        |     |   |                       |   |     |   |   |   |     |   |
| Net realized gain (loss) on investments and debt:                                             |   |                        |     |   |                       |   |     |   |   |   |     |   |
| Non-controlled, non-affiliated investments                                                    |   |                        | 113      |   |                       |   | 41,687   |   |   |   | 7,203    |   |   |   | 44,137   |   |
| Non-controlled and controlled, affiliated investments                                         |   |                        | (34,381  | )      |                       |   | — |   |   |   | 75,243   |   |   |   | (19,708  | )      |
| Debt extinguishment                                                                           |   |                        | — |   |                       |   | — |   |   |   | (2,801   | )      |   |   | — |   |
| Provision for taxes on realized gain on investments                                           |   |                        | (1,123   | )      |                       |   | — |   |   |   | (6,183   | )      |   |   | — |   |
| Net realized gain (loss) on investments and debt                                              |   |                        | (35,391  | )      |                       |   | 41,687   |   |   |   | 73,462   |   |   |   | 24,429   |   |
| Net change in unrealized appreciation (depreciation) on:                                      |   |                        |     |   |                       |   |     |   |   |   |     |   |
| Non-controlled, non-affiliated investments                                                    |   |                        | 14,317   |   |                       |   | (41,842  | )      |   |   | (193,348 | )      |   |   | 45,770   |   |
| Non-controlled and controlled, affiliated investments                                         |   |                        | (8,725   | )      |                       |   | 25,512   |   |   |   | 94,257   |   |   |   | 64,581   |   |
| Provision for taxes on unrealized appreciation on investments                                 |   |                        | (8,127   | )      |                       |   | — |   |   |   | (8,127   | )      |   |   | — |   |
| Debt (appreciation) depreciation (See Notes 5 and 10)                                         |   |                        | 8,894    |   |                       |   | (1,622   | )      |   |   | 9,183    |   |   |   | (18,494  | )      |
| Net change in unrealized appreciation (depreciation) on investments and debt                  |   |                        | 6,359    |   |                       |   | (17,952  | )      |   |   | (98,035  | )      |   |   | 91,857   |   |
| Net realized and unrealized gain (loss) from investments and debt                             |   |                        | (29,032  | )      |                       |   | 23,735   |   |   |   | (24,573  | )      |   |   | 116,286  |   |
| Net increase (decrease) in net assets resulting from operations                               |   |                        | (18,481  | )      |                       |   | 31,880   |   |   | $      | 10,187   |   |   |   | 141,509  |   |
| Net increase (decrease) in net assets resulting from operations per common share (See Note 7) |   | $                           | (0.28    | )      |                       | $      | 0.48     |   |   | $      | 0.15     |   |   | $      | 2.11     |   |
| Net investment income per common share                                                        |   | $                           | 0.16     |   |                       | $      | 0.12     |   |   | $      | 0.52     |   |   | $      | 0.38     |   |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

(In thousands, except share and per share data)

 

|                                                                              |        |                             |         |        |                            |        |          |        |        |        |           |        |        |        |          |        |
|------------------------------------------------------------------------------|--------|-----------------------------|---------|--------|----------------------------|--------|----------|--------|--------|--------|-----------|--------|--------|--------|----------|--------|
|                                                                         |   | Three Months Ended June 30, |    |   | Nine Months Ended June 30, |   |
|                                                                         |   | 2022                        |    |   | 2021                       |   |     | 2022   |   |   | 2021      |   |
| Net increase (decrease) in net assets resulting from operations:             |   |                        |    |   |                       |   |     |   |   |   |      |   |
| Net investment income                                                        |   | $                           | 10,551  |   |                       | $      | 8,145    |   |   | $      | 34,760    |   |   | $      | 25,223   |   |
| Net realized gain (loss) on investments and debt                             |   |                        | (34,268 | )      |                       |   | 41,687   |   |   |   | 79,645    |   |   |   | 24,429   |   |
| Net change in unrealized appreciation (depreciation) on investments          |   |                        | 5,592   |   |                       |   | (16,330  | )      |   |   | (99,091   | )      |   |   | 110,351  |   |
| Net change in provision for taxes on net realized gain (loss) on investments |   |                        | (1,123  | )      |                       |   | — |   |   |   | (6,183    | )      |   |   | — |   |
| Net change in provision for taxes on unrealized appreciation on investments  |   |                        | (8,127  | )      |                       |   | — |   |   |   | (8,127    | )      |   |   | — |   |
| Net change in unrealized (appreciation) depreciation on debt                 |   |                        | 8,894   |   |                       |   | (1,622   | )      |   |   | 9,183     |   |   |   | (18,494  | )      |
| Net increase (decrease) in net assets resulting from operations              |   |                        | (18,481 | )      |                       |   | 31,880   |   |   |   | 10,187    |   |   |   | 141,509  |   |
| Distributions to stockholders:                                               |   |                        | (9,378  | )      |                       |   | (8,045   | )      |   |   | (26,808   | )      |   |   | (24,136  | )      |
| Capital Transactions:                                                        |   |                        |    |   |                       |   |     |   |   |   |      |   |
| Repurchase of common stock (See Note 13)                                     |   |                        | (4,958  | )      |                       |   | — |   |   |   | (12,012   | )      |   |   | — |   |
| Net increase (decrease) in net assets                                        |   |                        | (32,817 | )      |                       |   | 23,835   |   |   |   | (28,633   | )      |   |   | 117,373  |   |
| Net assets:                                                                  |   |                        |    |   |                       |   |     |   |   |   |      |   |
| Beginning of period                                                          |   |                        | 664,327 |   |                       |   | 619,247  |   |   |   | 660,144   |   |   |   | 525,709  |   |
| End of period                                                                |   | $                           | 631,510 |   |                       | $      | 643,082  |   |   | $      | 631,511   |   |   | $      | 643,082  |   |
| Capital share activity:                                                      |   |                        |    |   |                       |   |     |   |   |   |      |   |
| Shares of common stock repurchased                                           |   |                        | 717,709 |   |                       |   | — |   |   |   | 1,631,163 |   |   |   | — |   |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands, except share and per share data)

 

|                                                                                                                                                                    |        |                            |          |        |        |        |          |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|----------|--------|--------|--------|----------|--------|
|                                                                                                                                                               |   | Nine months ended June 30, |     |
|                                                                                                                                                               |   | 2022                       |     |   | 2021   |   |
| Cash flows from operating activities:                                                                                                                              |   |                       |     |   |   |   |
| Net increase in net assets resulting from operations                                                                                                               |   | $                          | 10,186   |   |   | $      | 141,509  |   |
| Adjustments to reconcile net increase (decrease) in net assets resulting from    operations to net cash (used in) provided by operating activities: |   |                       |     |   |   |   |
| Net change in net unrealized (appreciation) depreciation on investments                                                                                            |   |                       | 99,091   |   |   |   | (110,351 | )      |
| Net change in unrealized appreciation (depreciation) on debt                                                                                                       |   |                       | (9,183   | )      |   |   | 18,494   |   |
| Net realized (gain) loss on investments                                                                                                                            |   |                       | (82,446  | )      |   |   | (24,429  | )      |
| Debt extinguishment realized loss                                                                                                                                  |   |                       | 2,801    |   |   |   | — |   |
| Net accretion of discount and amortization of premium                                                                                                              |   |                       | (3,763   | )      |   |   | (2,919   | )      |
| Purchases of investments                                                                                                                                           |   |                       | (799,414 | )      |   |   | (276,376 | )      |
| Payment-in-kind income                                                                                                                                             |   |                       | (8,785   | )      |   |   | (11,049  | )      |
| Proceeds from dispositions of investments                                                                                                                          |   |                       | 736,031  |   |   |   | 358,633  |   |
| Amortization of deferred financing costs                                                                                                                           |   |                       | 1,507    |   |   |   | 2,012    |   |
| Decrease in interest receivable                                                                                                                                    |   |                       | 1,646    |   |   |   | 125      |   |
| Increase in receivables from investments sold                                                                                                                      |   |                       | (44,614  | )      |   |   | — |   |
| Increase in distribution receivable                                                                                                                                |   |                       | (726     | )      |   |   | (300     | )      |
| (Increase) decrease in prepaid expenses and other assets                                                                                                           |   |                       | (23,571  | )      |   |   | 376      |   |
| (Increase) decrease in payable for investments purchased                                                                                                           |   |                       | 12,028   |   |   |   | (2,444   | )      |
| Increase (decrease) in interest payable on debt                                                                                                                    |   |                       | (1,556   | )      |   |   | 1,742    |   |
| Increase (decrease) in base management fee payable, net                                                                                                            |   |                       | 307      |   |   |   | (12      | )      |
| Decrease in performance-based incentive fee payable, net                                                                                                           |   |                       | (575     | )      |   |   | — |   |
| Increase in deferred tax liability                                                                                                                                 |   |                       | 8,127    |   |   |   | — |   |
| (Decrease) increase in accrued other expenses                                                                                                                      |   |                       | 5,425    |   |   |   | 710      |   |
| Net cash (used in) provided by operating activities                                                                                                                |   |                       | (97,483  | )      |   |   | 95,721   |   |
| Cash flows from financing activities:                                                                                                                              |   |                       |     |   |   |   |
| Repurchase of common stock                                                                                                                                         |   |                       | (12,014  | )      |   |   | — |   |
| Distributions paid to stockholders                                                                                                                                 |   |                       | (25,348  | )      |   |   | (24,136  | )      |
| Net repayments of the 2024 Notes issuance                                                                                                                          |   |                       | (86,250  | )      |   |   | — |   |
| Proceeds from 2026 Notes issuance                                                                                                                                  |   |                       | — |   |   |   | 145,464  |   |
| Proceeds from 2026 Notes-2 issuance                                                                                                                                |   |                       | 160,519  |   |   |   | — |   |
| Repayments under SBA debentures                                                                                                                                    |   |                       | (36,358  | )      |   |   | (55,000  | )      |
| Borrowings under Truist Credit Facility                                                                                                                            |   |                       | 815,841  |   |   |   | 148,312  |   |
| Repayments under Truist Credit Facility                                                                                                                            |   |                       | (709,466 | )      |   |   | (322,019 | )      |
| Net cash provided by (used in) financing activities                                                                                                                |   |                       | 106,924  |   |   |   | (107,379 | )      |
| Net increase (decrease) in cash equivalents                                                                                                                        |   |                       | 9,441    |   |   |   | (11,658  | )      |
| Effect of exchange rate changes on cash                                                                                                                            |   |                       | (251     | )      |   |   | 64       |   |
| Cash and cash equivalents, beginning of period                                                                                                                     |   |                       | 20,357   |   |   |   | 25,806   |   |
| Cash and cash equivalents, end of period                                                                                                                           |   | $                          | 29,547   |   |   | $      | 14,212   |   |
| Supplemental disclosure of cash flow information:                                                                                                                  |   |                       |     |   |   |   |
| Interest paid                                                                                                                                                      |   | $                          | 20,170   |   |   | $      | 13,081   |   |
| Taxes paid                                                                                                                                                         |   | $                          | 5,255    |   |   | $      | 658      |   |
| Non-cash exchanges and conversions                                                                                                                                 |   | $                          | (59,651  | )      |   | $      | 16,516   |   |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

7

----

 

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

JUNE 30, 2022

(In thousands, except share data)

 

|                                                                                          |        |                       |        |                                            |        |                     |          |        |                                              |          |          |                   |        |        |        |        |        |                |          |        |        |        |          |        |
|------------------------------------------------------------------------------------------|--------|-----------------------|--------|--------------------------------------------|--------|---------------------|----------|--------|----------------------------------------------|----------|----------|-------------------|--------|--------|--------|--------|--------|----------------|----------|--------|--------|--------|----------|--------|
| Issuer Name                                                                              |   | Maturity / Expiration |   | Industry                                   |   | Current Coupon |     |   | Basis Point Spread Above Index (4) |     |     | Par / Shares |   |   | Cost   |   |   | Fair Value (3) |     |
| Investments in Non-Controlled, Non-Affiliated Portfolio Companies—152.2% (1), (2) |   |                  |   |                                       |   |                |     |   |                                         |     |     |              |   |   |   |   |   |           |     |
| First Lien Secured Debt—106.9%                                                    |   |                  |   |                                       |   |                |     |   |                                         |     |     |              |   |   |   |   |   |           |     |
| Ad.net Acquisition, LLC (Revolver) (7)                                                   |   | 05/06/2026            |   | Media                                      |   |                | — |   |                                         |     | — |              |   |   | 444    |   |   | $              | — |   |   | $      | — |   |
| Altamira Technologies, LLC (Revolver)                                                    |   | 07/24/2025            |   | Aerospace and Defense                      |   |                | 10.25    | %      |                                         | 3M L+800 |     |              |   | 50     |   |   |   | 50             |     |   |   | 48     |     |
| Altamira Technologies, LLC (Revolver) (7)                                                |   | 07/24/2025            |   | Aerospace and Defense                      |   |                | — |   |                                         |     | — |              |   |   | 138    |   |   |           | — |   |   |   | (7       | )      |
| American Insulated Glass, LLC                                                            |   | 12/21/2023            |   | Building Materials                         |   |                | 6.50     | %      |                                         | 3M L+550 |     |              |   | 5,842  |   |   |   | 5,803          |     |   |   | 5,842  |     |
| Any Hour Services                                                                        |   | 07/21/2027            |   | Personal, Food and Miscellaneous Services  |   |                | 7.51     | %      |                                         | 3M L+525 |     |              |   | 3,151  |   |   |   | 3,121          |     |   |   | 3,120  |     |
| Any Hour Services Term Loan II(7)                                                        |   | 01/14/2024            |   | Personal, Food and Miscellaneous Services  |   |                | — |   |                                         |     | — |              |   |   | 979    |   |   |           | — |   |   |   | — |   |
| Any Hour Services (Revolver) (7)                                                         |   | 07/21/2027            |   | Personal, Food and Miscellaneous Services  |   |                | — |   |                                         |     | — |              |   |   | 1,147  |   |   |           | — |   |   |   | (11      | )      |
| Apex Service Partners, LLC                                                               |   | 07/31/2025            |   | Personal, Food and Miscellaneous Services  |   |                | 6.50     | %      |                                         | 1M L+550 |     |              |   | 1,331  |   |   |   | 1,331          |     |   |   | 1,324  |     |
| Apex Service Partners, LLC Term Loan C                                                   |   | 07/31/2025            |   | Personal, Food and Miscellaneous Services  |   |                | 6.62     | %      |                                         | 1M L+550 |     |              |   | 1,893  |   |   |   | 1,872          |     |   |   | 1,883  |     |
| Apex Service Partners, LLC (Revolver)                                                    |   | 07/31/2025            |   | Personal, Food and Miscellaneous Services  |   |                | 6.62     | %      |                                         | 3M L+525 |     |              |   | 249    |   |   |   | 249            |     |   |   | 247    |     |
| Apex Service Partners, LLC (Revolver) (7)                                                |   | 07/31/2025            |   | Personal, Food and Miscellaneous Services  |   |                | — |   |                                         |     | — |              |   |   | 684    |   |   |           | — |   |   |   | (3       | )      |
| Applied Technical Services, LLC                                                          |   | 12/29/2026            |   | Environmental Services                     |   |                | 7.42     | %      |                                         | 3M L+575 |     |              |   | 2,520  |   |   |   | 2,493          |     |   |   | 2,489  |     |
| Applied Technical Services, LLC (7)                                                      |   | 08/23/2022            |   | Environmental Services                     |   |                | — |   |                                         |     | — |              |   |   | 1,955  |   |   |           | — |   |   |   | (2       | )      |
| Applied Technical Services, LLC (Revolver)                                               |   | 12/29/2026            |   | Environmental Services                     |   |                | 9.50     | %      |                                         | 3M P+475 |     |              |   | 400    |   |   |   | 400            |     |   |   | 395    |     |
| Applied Technical Services, LLC (Revolver) (7)                                           |   | 12/29/2026            |   | Environmental Services                     |   |                | — |   |                                         |     | — |              |   |   | 600    |   |   |           | — |   |   |   | (8       | )      |
| Arcfield Acquisition Corp.                                                               |   | 03/07/2028            |   | Aerospace and Defense                      |   |                | 7.44     | %      |                                         | SOFR+575 |     |              |   | 11,970 |   |   |   | 11,741         |     |   |   | 11,671 |     |
| Arcfield Acquisition Corp. (Revolver) (7)                                                |   | 03/07/2028            |   | Aerospace and Defense                      |   |                | — |   |                                         |     | — |              |   |   | 2,263  |   |   |           | — |   |   |   | (57      | )      |
| Berwick Industrial Park                                                                  |   | 04/28/2023            |   | Buildings and Real Estate                  |   |                | 11.00    | %      |                                         |     | — |              |   |   | 4,000  |   |   |           | 3,933    |   |   |   | 3,924    |   |
| Beta Plus Technologies, Inc.                                                             |   | 07/01/2029            |   | Business Services                          |   |                | 6.85     | %      |                                         | SOFR+525 |     |              |   | 20,000 |   |   |   | 19,600         |     |   |   | 19,600 |     |
| Blackhawk Industrial Distribution, Inc.                                                  |   | 09/17/2024            |   | Distribution                               |   |                | 6.59     | %      |                                         | 3M L+500 |     |              |   | 1,143  |   |   |   | 1,126          |     |   |   | 1,132  |     |
| Blackhawk Industrial Distribution, Inc.(7)                                               |   | 09/17/2024            |   | Distribution                               |   |                | — |   |                                         |     | — |              |   |   | 4,075  |   |   |           | — |   |   |   | (20      | )      |
| Blackhawk Industrial Distribution, Inc. (Revolver)                                       |   | 09/17/2024            |   | Distribution                               |   |                | 7.20     | %      |                                         | 3M L+500 |     |              |   | 343    |   |   |   | 343            |     |   |   | 340    |     |
| Blackhawk Industrial Distribution, Inc. (Revolver) (7)                                   |   | 09/17/2024            |   | Distribution                               |   |                | — |   |                                         |     | — |              |   |   | 3,089  |   |   |           | — |   |   |   | (31      | )      |
| Broder Bros., Co.                                                                        |   | 12/02/2022            |   | Consumer Products                          |   |                | 7.39     | %      |                                         | 3M L+600 |     |              |   | 20,160 |   |   |   | 20,161         |     |   |   | 20,160 |     |
| Cartessa Aesthetics, LLC                                                                 |   | 05/13/2028            |   | Distribution                               |   |                | 8.05     | %      |                                         | 1M L+600 |     |              |   | 57,000 |   |   |   | 55,865         |     |   |   | 55,860 |     |
| Cartessa Aesthetics, LLC - (Revolver)                                                    |   | 05/13/2028            |   | Distribution                               |   |                | 8.05     | %      |                                         | 1M L+600 |     |              |   | 1,265  |   |   |   | 1,265          |     |   |   | 1,265  |     |
| Cartessa Aesthetics, LLC - (Revolver) (7)                                                |   | 05/13/2028            |   | Distribution                               |   |                | — |   |                                         |     | — |              |   |   | 2,297  |   |   |           | — |   |   |   | — |   |
| CF512, Inc.                                                                              |   | 08/20/2026            |   | Media                                      |   |                | 7.36     | %      |                                         | 3M L+600 |     |              |   | 6,743  |   |   |   | 6,648          |     |   |   | 6,642  |     |
| CF512, Inc.(Revolver) (7)                                                                |   | 08/20/2026            |   | Media                                      |   |                | — |   |                                         |     | — |              |   |   | 909    |   |   |           | — |   |   |   | (14      | )      |
| Compex Legal Services, Inc.                                                              |   | 02/09/2026            |   | Business Services                          |   |                | 6.78     | %      |                                         | 3M L+525 |     |              |   | 858    |   |   |   | 846            |     |   |   | 854    |     |
| Compex Legal Services, Inc. (Revolver)                                                   |   | 02/07/2025            |   | Business Services                          |   |                | 7.50     | %      |                                         | 3M L+525 |     |              |   | 393    |   |   |   | 393            |     |   |   | 392    |     |
| Compex Legal Services, Inc. (Revolver) (7)                                               |   | 02/07/2025            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 262    |   |   |           | — |   |   |   | (1       | )      |
| Connatix Buyer, Inc.  (7)                                                                |   | 01/13/2023            |   | Media                                      |   |                | — |   |                                         |     | — |              |   |   | 3,158  |   |   |           | — |   |   |   | (24      | )      |
| Connatix Buyer, Inc. (Revolver) (7)                                                      |   | 07/13/2027            |   | Media                                      |   |                | — |   |                                         |     | — |              |   |   | 1,859  |   |   |           | — |   |   |   | (33      | )      |
| Crane 1 Services, Inc.                                                                   |   | 08/16/2027            |   | Personal, Food and Miscellaneous Services  |   |                | 7.12     | %      |                                         | 3M L+575 |     |              |   | 2,608  |   |   |   | 2,578          |     |   |   | 2,569  |     |
| Crane 1 Services, Inc. (Revolver)                                                        |   | 08/16/2027            |   | Personal, Food and Miscellaneous Services  |   |                | 7.98     | %      |                                         | 1M L+575 |     |              |   | 58     |   |   |   | 58             |     |   |   | 57     |     |
| Crane 1 Services, Inc. (Revolver) (7)                                                    |   | 08/16/2027            |   | Personal, Food and Miscellaneous Services  |   |                | — |   |                                         |     | — |              |   |   | 233    |   |   |           | — |   |   |   | (3       | )      |
| Crash Champions, LLC                                                                     |   | 08/05/2025            |   | Auto Sector                                |   |                | 6.00     | %      |                                         | 3M L+500 |     |              |   | 19,972 |   |   |   | 19,607         |     |   |   | 19,872 |     |
| Crash Champions, LLC  (7)                                                                |   | 08/05/2025            |   | Auto Sector                                |   |                | — |   |                                         |     | — |              |   |   | 111    |   |   |           | — |   |   |   | — |   |
| DermaRite Industries LLC                                                                 |   | 06/30/2023            |   | Manufacturing / Basic Industries           |   |                | 9.25     | %      |                                         | 1M L+700 |     |              |   | 8,553  |   |   |   | 8,519          |     |   |   | 7,124  |     |
| Dr. Squatch, LLC                                                                         |   | 08/31/2027            |   | Personal and Non-Durable Consumer Products |   |                | 7.89     | %      |                                         | 3M L+600 |     |              |   | 9,452  |   |   |   | 9,290          |     |   |   | 9,452  |     |
| Dr. Squatch, LLC  (7)                                                                    |   | 08/27/2026            |   | Personal and Non-Durable Consumer Products |   |                | — |   |                                         |     | — |              |   |   | 5,500  |   |   |           | — |   |   |   | 55       |   |
| Dr. Squatch, LLC  (Revolver)                                                             |   | 08/31/2027            |   | Personal and Non-Durable Consumer Products |   |                | 7.50     | %      |                                         | 1M L+600 |     |              |   | 465    |   |   |   | 465            |     |   |   | 465    |     |
| Dr. Squatch, LLC (Revolver) (7)                                                          |   | 08/31/2027            |   | Personal and Non-Durable Consumer Products |   |                | — |   |                                         |     | — |              |   |   | 1,861  |   |   |           | — |   |   |   | — |   |
| DRS Holdings III, Inc. (Revolver) (7)                                                    |   | 11/03/2025            |   | Consumer Products                          |   |                | — |   |                                         |     | — |              |   |   | 1,783  |   |   |           | — |   |   |   | (52      | )      |
| ECL Entertainment, LLC                                                                   |   | 05/01/2028            |   | Hotels, Motels, Inns and Gaming            |   |                | 9.75     | %      |                                         | 1M L+750 |     |              |   | 19,205 |   |   |   | 19,062         |     |   |   | 18,713 |     |
| ECM Industries, LLC (Revolver)                                                           |   | 12/23/2025            |   | Electronics                                |   |                | 6.13     | %      |                                         | 3M L+475 |     |              |   | 388    |   |   |   | 388            |     |   |   | 380    |     |
| ECM Industries, LLC (Revolver) (7)                                                       |   | 12/23/2025            |   | Electronics                                |   |                | — |   |                                         |     | — |              |   |   | 129    |   |   |           | — |   |   |   | (3       | )      |
| Exigo Intermediate II, LLC                                                               |   | 03/15/2027            |   | Business Services                          |   |                | 7.42     | %      |                                         | 3M L+575 |     |              |   | 24,913 |   |   |   | 24,555         |     |   |   | 24,539 |     |
| Exigo Intermediate II, LLC (7)                                                      |   | 03/15/2024            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 7,424  |   |   |           | — |   |   |   | (56      | )      |
| Exigo Intermediate II, LLC (Revolver)                                                    |   | 03/15/2027            |   | Business Services                          |   |                | 7.42     | %      |                                         | 3M L+575 |     |              |   | 371    |   |   |   | 371            |     |   |   | 366    |     |
| Exigo Intermediate II, LLC (Revolver) (7)                                                |   | 03/15/2027            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 1,485  |   |   |           | — |   |   |   | (22      | )      |
| Fairbanks Morse Defense                                                                  |   | 06/17/2028            |   | Aerospace and Defense                      |   |                | 7.63     | %      |                                         | 3M L+475 |     |              |   | 750    |   |   |   | 748            |     |   |   | 720    |     |
| Gantech Acquisition Corp.                                                                |   | 05/14/2026            |   | Business Services                          |   |                | 7.92     | %      |                                         | 1M L+625 |     |              |   | 16,895 |   |   |   | 16,618         |     |   |   | 16,557 |     |
| Gantech Acquisition Corp. (Revolver) (7)                                                 |   | 05/14/2026            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 1,991  |   |   |           | — |   |   |   | (40      | )      |
| Graffiti Buyer, Inc. (7)                                                            |   | 08/10/2023            |   | Distribution                               |   |                | — |   |                                         |     | — |              |   |   | 893    |   |   |           | — |   |   |   | (7       | )      |
| Graffiti Buyer, Inc. (Revolver)                                                          |   | 08/10/2027            |   | Distribution                               |   |                | 7.43     | %      |                                         | 3M L+575 |     |              |   | 269    |   |   |   | 269            |     |   |   | 262    |     |
| Graffiti Buyer, Inc. (Revolver) (7)                                                      |   | 08/10/2027            |   | Distribution                               |   |                | — |   |                                         |     | — |              |   |   | 500    |   |   |           | — |   |   |   | (14      | )      |
| Hancock Roofing and Construction L.L.C. (7)                                              |   | 12/31/2022            |   | Insurance                                  |   |                | — |   |                                         |     | — |              |   |   | 400    |   |   |           | — |   |   |   | (4       | )      |
| Hancock Roofing and Construction L.L.C.                                                  |   | 12/31/2026            |   | Insurance                                  |   |                | 6.12     | %      |                                         | 1M L+500 |     |              |   | 280    |   |   |   | 280            |     |   |   | 277    |     |
| Hancock Roofing and Construction L.L.C. (Revolver) (7)                                   |   | 12/31/2026            |   | Insurance                                  |   |                | — |   |                                         |     | — |              |   |   | 470    |   |   |           | — |   |   |   | (5       | )      |
| Holdco Sands Intermediate, LLC                                                           |   | 11/23/2028            |   | Aerospace and Defense                      |   |                | 8.25     | %      |                                         | 3M L+600 |     |              |   | 7,910  |   |   |   | 7,761          |     |   |   | 7,752  |     |
| Holdco Sands Intermediate, LLC (Revolver) (7)                                            |   | 11/23/2027            |   | Aerospace and Defense                      |   |                | — |   |                                         |     | — |              |   |   | 3,941  |   |   |           | — |   |   |   | (79      | )      |
| HV Watterson Holdings, LLC                                                               |   | 12/17/2026            |   | Business Services                          |   |                | 8.25     | %      |                                         | 1M L+600 |     |              |   | 15,293 |   |   |   | 15,065         |     |   |   | 15,064 |     |
| HV Watterson Holdings, LLC  (7)                                                          |   | 12/17/2026            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 2,500  |   |   |           | — |   |   |   | — |   |
| HV Watterson Holdings, LLC -  (Revolver)(7)                                              |   | 12/17/2026            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 1,250  |   |   |           | — |   |   |   | — |   |
| HW Holdco, LLC                                                                           |   | 12/10/2024            |   | Media                                      |   |                | 6.16     | %      |                                         | 3M L+500 |     |              |   | 10,246 |   |   |   | 10,123         |     |   |   | 10,041 |     |
| HW Holdco, LLC (7)                                                                       |   | 12/10/2024            |   | Media                                      |   |                | — |   |                                         |     | — |              |   |   | 3,049  |   |   |           | — |   |   |   | (30      | )      |
| HW Holdco, LLC (Revolver)                                                                |   | 12/10/2024            |   | Media                                      |   |                | 6.67     | %      |                                         | 1M L+500 |     |              |   | 271    |   |   |   | 271            |     |   |   | 266    |     |
| HW Holdco, LLC (Revolver) (7)                                                            |   | 12/10/2024            |   | Media                                      |   |                | — |   |                                         |     | — |              |   |   | 3,116  |   |   |           | — |   |   |   | (62      | )      |
| Icon Partners III, LP                                                                    |   | 05/11/2028            |   | Auto Sector                                |   |                | 5.50     | %      |                                         | 3M L+475 |     |              |   | 1,000  |   |   |   | 835            |     |   |   | 827    |     |
| IDC Infusion Services, Inc.                                                              |   | 12/30/2026            |   | Healthcare, Education and Childcare        |   |                | 7.83     | %      |                                         | 3M L+600 |     |              |   | 7,469  |   |   |   | 7,355          |     |   |   | 7,394  |     |
| IDC Infusion Services, Inc. (Revolver) (7)                                               |   | 12/30/2026            |   | Healthcare, Education and Childcare        |   |                | — |   |                                         |     | — |              |   |   | 4,167  |   |   |           | — |   |   |   | (42      | )      |
| IG Investments Holdings, LLC (Revolver)                                                  |   | 09/22/2027            |   | Business Services                          |   |                | 9.20     | %      |                                         | 3M P+500 |     |              |   | 131    |   |   |   | 131            |     |   |   | 129    |     |
| IG Investments Holdings, LLC (Revolver) (7)                                              |   | 09/22/2027            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 346    |   |   |           | — |   |   |   | (5       | )      |
| Imagine Acquisitionco, LLC (7)                                                           |   | 11/15/2027            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 2,341  |   |   |           | — |   |   |   | (47      | )      |
| Imagine Acquisitionco, LLC (Revolver) (7)                                                |   | 11/15/2027            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 1,685  |   |   |           | — |   |   |   | (51      | )      |
| Inception Fertility Ventures, LLC                                                        |   | 12/07/2023            |   | Healthcare, Education and Childcare        |   |                | 9.08     | %      |                                         | 3M L+700 |     |              |   | 23,148 |   |   |   | 22,770         |     |   |   | 22,570 |     |
| Infolinks Media Buyco, LLC (7)                                                           |   | 11/01/2023            |   | Media                                      |   |                | — |   |                                         |     | — |              |   |   | 2,372  |   |   |           | — |   |   |   | 24       |   |
| Integrity Marketing Acquisition, LLC                                                     |   | 08/27/2025            |   | Insurance                                  |   |                | 6.78     | %      |                                         | 3M L+550 |     |              |   | 12,482 |   |   |   | 12,405         |     |   |   | 12,362 |     |
| ITI Holdings, Inc.                                                                       |   | 03/03/2028            |   | Business Services                          |   |                | 7.08     | %      |                                         | 3M L+550 |     |              |   | 8,950  |   |   |   | 8,800          |     |   |   | 8,771  |     |
| ITI Holdings, Inc. (Revolver) (7)                                                        |   | 03/03/2028            |   | Business Services                          |   |                | — |   |                                         |     | — |              |   |   | 1,490  |   |   |           | — |   |   |   | (30      | )      |
| K2 Pure Solutions NoCal, L.P.                                                            |   | 12/20/2023            |   | Chemicals, Plastics and Rubber             |   |                | 9.67     | %      |                                         | 1M L+800 |     |              |   | 11,709 |   |   |   | 11,649         |     |   |   | 11,603 |     |
| K2 Pure Solutions NoCal, L.P. (Revolver)                                                 |   | 12/20/2023            |   | Chemicals, Plastics and Rubber             |   |                | 9.67     | %      |                                         | 1M L+800 |     |              |   | 969    |   |   |   | 969            |     |   |   | 960    |     |
| K2 Pure Solutions NoCal, L.P. (Revolver) (7)                                             |   | 12/20/2023            |   | Chemicals, Plastics and Rubber             |   |                | — |   |                                         |     | — |              |   |   | 969    |   |   |           | — |   |   |   | (9       | )      |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8

----

 

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) —(Continued)

JUNE 30, 2022

(In thousands, except share data)

|                                                                                                            |        |                       |        |                                                    |        |                     |          |        |                                              |            |          |                   |        |        |        |        |        |                |          |        |        |        |          |        |
|------------------------------------------------------------------------------------------------------------|--------|-----------------------|--------|----------------------------------------------------|--------|---------------------|----------|--------|----------------------------------------------|------------|----------|-------------------|--------|--------|--------|--------|--------|----------------|----------|--------|--------|--------|----------|--------|
| Issuer Name                                                                                                |   | Maturity / Expiration |   | Industry                                           |   | Current Coupon |     |   | Basis Point Spread Above Index (4) |       |     | Par / Shares |   |   | Cost   |   |   | Fair Value (3) |     |
| Kinetic Purchaser, LLC                                                                                     |   | 11/10/2027            |   | Consumer Products                                  |   |                | 7.75     | %      |                                         | 3M L+600   |     |              |   | 19,402 |   |   | $      | 19,047         |     |   | $      | 19,014 |     |
| Kinetic Purchaser, LLC (Revolver) (7)                                                                      |   | 11/10/2026            |   | Consumer Products                                  |   |                | — |   |                                         |       | — |              |   |   | 4,854  |   |   |           | — |   |   |   | (97      | )      |
| Lash OpCo, LLC                                                                                             |   | 02/18/2027            |   | Consumer Products                                  |   |                | 9.25     | %      |                                         | 1M L+700   |     |              |   | 12,893 |   |   |   | 12,636         |     |   |   | 12,764 |     |
| Lash OpCo, LLC (Revolver)                                                                                  |   | 08/16/2026            |   | Consumer Products                                  |   |                | 9.38     | %      |                                         | 1M L+700   |     |              |   | 568    |   |   |   | 568            |     |   |   | 562    |     |
| Lash OpCo, LLC (Revolver) (7)                                                                              |   | 08/16/2026            |   | Consumer Products                                  |   |                | — |   |                                         |       | — |              |   |   | 1,252  |   |   |           | — |   |   |   | (13      | )      |
| LAV Gear Holdings, Inc.                                                                                    |   | 10/31/2024            |   | Leisure, Amusement, Motion Pictures, Entertainment |   |                | 8.89     | %      |                                         | 1M L+750   |     |              |   | 2,060  |   |   |   | 2,033          |     |   |   | 2,007  |     |
|                                                                                                       |   |                  |   |                                               |   | (PIK 5.00%)         |     |   |                                         |       |     |              |   |   |   |   |   |           |     |
| Ledge Lounger, Inc.                                                                                        |   | 11/09/2026            |   | Consumer Products                                  |   |                | 8.50     | %      |                                         | 3M L+625   |     |              |   | 9,200  |   |   |   | 9,036          |     |   |   | 9,108  |     |
| Ledge Lounger, Inc. (Revolver) (7)                                                                         |   | 11/09/2026            |   | Consumer Products                                  |   |                | — |   |                                         |       | — |              |   |   | 1,933  |   |   |           | — |   |   |   | (19      | )      |
| Lightspeed Buyer Inc.                                                                                      |   | 02/03/2026            |   | Healthcare, Education and Childcare                |   |                | 7.42     | %      |                                         | 1M L+575   |     |              |   | 2,226  |   |   |   | 2,209          |     |   |   | 2,181  |     |
| Lightspeed Buyer Inc. (Revolver)                                                                           |   | 02/03/2026            |   | Healthcare, Education and Childcare                |   |                | 7.42     | %      |                                         | 1M L+575   |     |              |   | 311    |   |   |   | 311            |     |   |   | 305    |     |
| Lightspeed Buyer Inc. (Revolver) (7)                                                                       |   | 02/03/2026            |   | Healthcare, Education and Childcare                |   |                | — |   |                                         |       | — |              |   |   | 855    |   |   |           | — |   |   |   | (17      | )      |
| LSF9 Atlantis Holdings, LLC                                                                                |   | 03/31/2029            |   | Retail                                             |   |                | 9.30     | %      |                                         | SOFR+725   |     |              |   | 6,000  |   |   |   | 5,765          |     |   |   | 5,448  |     |
| Mars Acquisition Holdings Corp. (Revolver)(7)                                                              |   | 05/14/2026            |   | Media                                              |   |                | — |   |                                         |       | — |              |   |   | 806    |   |   |           | — |   |   |   | (8       | )      |
| MBS Holdings, Inc. (Revolver) (7)                                                                          |   | 04/16/2027            |   | Telecommunications                                 |   |                | — |   |                                         |       | — |              |   |   | 694    |   |   |           | — |   |   |   | (7       | )      |
| Meadowlark Acquirer, LLC                                                                                   |   | 12/10/2027            |   | Business Services                                  |   |                | 7.75     | %      |                                         | 3M L+550   |     |              |   | 77     |   |   |   | 76             |     |   |   | 75     |     |
| Meadowlark Acquirer, LLC Term Loan I (7)                                                                   |   | 12/10/2027            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 2,920  |   |   |           | — |   |   |   | (44      | )      |
| Meadowlark Acquirer, LLC Term Loan II (7)                                                                  |   | 12/10/2027            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 8,922  |   |   |           | — |   |   |   | (134     | )      |
| Meadowlark Acquirer, LLC (Revolver) (7)                                                                    |   | 12/10/2027            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 1,685  |   |   |           | — |   |   |   | (42      | )      |
| MeritDirect, LLC (7)                                                                                       |   | 05/23/2024            |   | Media                                              |   |                | — |   |                                         |       | — |              |   |   | 1,612  |   |   |           | — |   |   |   | (8       | )      |
| Municipal Emergency Services, Inc.                                                                         |   | 09/28/2027            |   | Distribution                                       |   |                | 7.25     | %      |                                         | 3M L+500   |     |              |   | 705    |   |   |   | 698            |     |   |   | 678    |     |
| Municipal Emergency Services, Inc. (7)                                                                |   | 09/28/2027            |   | Distribution                                       |   |                | — |   |                                         |       | — |              |   |   | 1,175  |   |   |           | — |   |   |   | (33      | )      |
| Municipal Emergency Services, Inc. (Revolver)                                                              |   | 09/28/2027            |   | Distribution                                       |   |                | 7.25     | %      |                                         | 3M L+500   |     |              |   | 282    |   |   |   | 282            |     |   |   | 271    |     |
| Municipal Emergency Services, Inc. (Revolver) (7)                                                          |   | 09/28/2027            |   | Distribution                                       |   |                | — |   |                                         |       | — |              |   |   | 1,598  |   |   |           | — |   |   |   | (61      | )      |
| NBH Group LLC (Revolver) (7)                                                                               |   | 08/19/2026            |   | Healthcare, Education and Childcare                |   |                | — |   |                                         |       | — |              |   |   | 1,163  |   |   |           | — |   |   |   | (6       | )      |
| Neptune Flood Incorporated                                                                                 |   | 10/14/2026            |   | Financial Services                                 |   |                | 7.10     | %      |                                         | 1M L+525   |     |              |   | 4,558  |   |   |   | 4,528          |     |   |   | 4,558  |     |
| OIS Management Services, LLC (Revolver) (7)                                                                |   | 07/09/2026            |   | Healthcare, Education and Childcare                |   |                | — |   |                                         |       | — |              |   |   | 333    |   |   |           | — |   |   |   | (5       | )      |
| One Stop Mailing, LLC                                                                                      |   | 05/07/2027            |   | Cargo Transport                                    |   |                | 7.92     | %      |                                         | 3M L+625   |     |              |   | 7,109  |   |   |   | 6,983          |     |   |   | 6,967  |     |
| ORL Acquisition, Inc.                                                                                      |   | 09/03/2027            |   | Business Services                                  |   |                | 7.50     | %      |                                         | 3M L+525   |     |              |   | 4,465  |   |   |   | 4,386          |     |   |   | 4,465  |     |
| ORL Acquisition, Inc. (Revolver) (7)                                                                       |   | 09/03/2027            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 597    |   |   |           | — |   |   |   | — |   |
| Ox Two, LLC                                                                                                |   | 05/18/2026            |   | Building Materials                                 |   |                | 9.32     | %      |                                         | 1M L+700   |     |              |   | 15,430 |   |   |   | 15,215         |     |   |   | 15,121 |     |
| Ox Two, LLC (Revolver)                                                                                     |   | 05/18/2026            |   | Building Materials                                 |   |                | 8.00     | %      |                                         | 3M L+700   |     |              |   | 2,419  |   |   |   | 2,419          |     |   |   | 2,371  |     |
| PL Acquisitionco, LLC (Revolver) (7)                                                                  |   | 11/09/2027            |   | Retail                                             |   |                | — |   |                                         |       | — |              |   |   | 3,236  |   |   |           | — |   |   |   | (57      | )      |
| PRA Events, Inc.                                                                                           |   | 08/07/2025            |   | Business Services                                  |   |                | 12.75    | %      |                                         | 3M L+1,050 |     |              |   | 24,967 |   |   |   | 21,747         |     |   |   | 24,718 |     |
|                                                                                                       |   |                  |   |                                               |   | (PIK 11.50%)        |     |   |                                         |       |     |              |   |   |   |   |   |           |     |
| PRA Events, Inc. (Revolver)                                                                                |   | 08/07/2025            |   | Business Services                                  |   |                | 12.75    | %      |                                         | 3M L+1,050 |     |              |   | 2,621  |   |   |   | 2,283          |     |   |   | 2,595  |     |
|                                                                                                       |   |                  |   |                                               |   | (PIK 11.50%)        |     |   |                                         |       |     |              |   |   |   |   |   |           |     |
| Quantic Electronics, LLC                                                                                   |   | 11/19/2026            |   | Aerospace and Defense                              |   |                | 7.53     | %      |                                         | 1M L+625   |     |              |   | 485    |   |   |   | 480            |     |   |   | 475    |     |
| Quantic Electronics, LLC Term Loan (7)                                                                     |   | 11/19/2026            |   | Aerospace and Defense                              |   |                | — |   |                                         |       | — |              |   |   | 1,609  |   |   |           | — |   |   |   | (16      | )      |
| Quantic Electronics, LLC (Revolver)                                                                        |   | 11/19/2026            |   | Aerospace and Defense                              |   |                | 7.57     | %      |                                         | 3M L+600   |     |              |   | 115    |   |   |   | 115            |     |   |   | 112    |     |
| Quantic Electronics, LLC (Revolver) (7)                                                                    |   | 11/19/2026            |   | Aerospace and Defense                              |   |                | — |   |                                         |       | — |              |   |   | 414    |   |   |           | — |   |   |   | (8       | )      |
| Questex, LLC                                                                                               |   | 09/09/2024            |   | Media                                              |   |                | 6.70     | %      |                                         | 3M L+500   |     |              |   | 21,654 |   |   |   | 21,470         |     |   |   | 20,679 |     |
| Questex, LLC (Revolver) (7)                                                                                |   | 09/09/2024            |   | Media                                              |   |                | — |   |                                         |       | — |              |   |   | 3,590  |   |   |           | — |   |   |   | (162     | )      |
| Radius Aerospace, Inc. (Revolver)                                                                          |   | 03/31/2025            |   | Aerospace and Defense                              |   |                | 7.62     | %      |                                         | 3M L+575   |     |              |   | 742    |   |   |   | 742            |     |   |   | 731    |     |
| Radius Aerospace, Inc. (Revolver) (7)                                                                      |   | 03/31/2025            |   | Aerospace and Defense                              |   |                | — |   |                                         |       | — |              |   |   | 1,485  |   |   |           | — |   |   |   | (22      | )      |
| Rancho Health MSO, Inc. (7)                                                                                |   | 12/18/2025            |   | Healthcare, Education and Childcare                |   |                | — |   |                                         |       | — |              |   |   | 1,050  |   |   |           | — |   |   |   | — |   |
| Rancho Health MSO, Inc. (Revolver) (7)                                                                     |   | 12/18/2025            |   | Healthcare, Education and Childcare                |   |                | — |   |                                         |       | — |              |   |   | 525    |   |   |           | — |   |   |   | — |   |
| Reception Purchaser, LLC                                                                                   |   | 02/28/2028            |   | Transportation                                     |   |                | 8.20     | %      |                                         | SOFR+600   |     |              |   | 5,985  |   |   |   | 5,897          |     |   |   | 5,746  |     |
| Recteq, LLC (Revolver)                                                                                     |   | 01/29/2026            |   | Consumer Products                                  |   |                | 8.25     | %      |                                         | 1M L+600   |     |              |   | 376    |   |   |   | 376            |     |   |   | 366    |     |
| Recteq, LLC (Revolver) (7)                                                                                 |   | 01/29/2026            |   | Consumer Products                                  |   |                | — |   |                                         |       | — |              |   |   | 751    |   |   |           | — |   |   |   | (19      | )      |
| Research Now Group, Inc. and Dynata, LLC                                                                   |   | 12/20/2024            |   | Business Services                                  |   |                | 6.50     | %      |                                         | 3M L+550   |     |              |   | 126    |   |   |   | 126            |     |   |   | 119    |     |
| Riverpoint Medical, LLC (Revolver) (7)                                                                     |   | 06/20/2025            |   | Healthcare, Education and Childcare                |   |                | — |   |                                         |       | — |              |   |   | 364    |   |   |           | — |   |   |   | (9       | )      |
| Riverside Assessments, LLC                                                                                 |   | 03/10/2025            |   | Education                                          |   |                | 7.82     | %      |                                         | 3M L+625   |     |              |   | 12,880 |   |   |   | 12,661         |     |   |   | 12,623 |     |
| Sales Benchmark Index LLC (Revolver) (7)                                                                   |   | 01/03/2025            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 732    |   |   |           | — |   |   |   | — |   |
| Sargent & Greenleaf Inc. (Revolver)                                                                    |   | 12/20/2024            |   | Electronics                                        |   |                | 7.00     | %      |                                         | 3M L+550   |     |              |   | 598    |   |   |   | 598            |     |   |   | 592    |     |
| Schlesinger Global, Inc.                                                                                   |   | 07/14/2025            |   | Business Services                                  |   |                | 8.67     | %      |                                         | 3M L+700   |     |              |   | 4,710  |   |   |   | 4,652          |     |   |   | 4,639  |     |
|                                                                                                       |   |                  |   |                                               |   | (PIK 1.00%)         |     |   |                                         |       |     |              |   |   |   |   |   |           |     |
| Schlesinger Global, Inc. (Revolver)                                                                        |   | 07/14/2025            |   | Business Services                                  |   |                | 7.01     | %      |                                         | 3M L+600   |     |              |   | 30     |   |   |   | 30             |     |   |   | 30     |     |
|                                                                                                       |   |                  |   |                                               |   | (PIK 1.00%)         |     |   |                                         |       |     |              |   |   |   |   |   |           |     |
| Schlesinger Global, Inc. (Revolver)(7)                                                                     |   | 07/14/2025            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 8      |   |   |           | — |   |   |   | — |   |
| Seaway Buyer, LLC                                                                                          |   | 06/14/2029            |   | Chemicals, Plastics and Rubber                     |   |                | 7.90     | %      |                                         | 1M L+575   |     |              |   | 19,800 |   |   |   | 19,504         |     |   |   | 19,503 |     |
| Seaway Buyer, LLC (Revolver)                                                                               |   | 06/14/2029            |   | Chemicals, Plastics and Rubber                     |   |                | 7.90     | %      |                                         | 1M L+575   |     |              |   | 104    |   |   |   | 104            |     |   |   | 104    |     |
| Seaway Buyer, LLC (Revolver)(7)                                                                            |   | 06/14/2029            |   | Chemicals, Plastics and Rubber                     |   |                | — |   |                                         |       | — |              |   |   | 3,022  |   |   |           | — |   |   |   | — |   |
| Shiftkey, LLC                                                                                              |   | 06/21/2027            |   | Business Services                                  |   |                | 7.96     | %      |                                         | 1M L+575   |     |              |   | 18,000 |   |   |   | 17,821         |     |   |   | 17,820 |     |
| Sigma Defense Systems, LLC                                                                                 |   | 12/18/2025            |   | Telecommunications                                 |   |                | 10.75    | %      |                                         | 1M L+850   |     |              |   | 31,884 |   |   |   | 31,160         |     |   |   | 31,406 |     |
| Sigma Defense Systems, LLC (Revolver)                                                                      |   | 12/18/2025            |   | Telecommunications                                 |   |                | 10.75    | %      |                                         | 1M L+850   |     |              |   | 1,131  |   |   |   | 1,131          |     |   |   | 1,114  |     |
| Sigma Defense Systems, LLC (Revolver) (7)                                                                  |   | 12/18/2025            |   | Telecommunications                                 |   |                | — |   |                                         |       | — |              |   |   | 1,845  |   |   |           | — |   |   |   | (28      | )      |
| Signature Systems Holding Company (Revolver)                                                               |   | 05/03/2024            |   | Chemicals, Plastics and Rubber                     |   |                | 8.75     | %      |                                         | 1M L+650   |     |              |   | 1,129  |   |   |   | 1,129          |     |   |   | 1,123  |     |
| Signature Systems Holding Company (Revolver) (7)                                                           |   | 05/03/2024            |   | Chemicals, Plastics and Rubber                     |   |                | — |   |                                         |       | — |              |   |   | 887    |   |   |           | — |   |   |   | (4       | )      |
| Solutionreach, Inc. (Revolver) (7)                                                                         |   | 01/17/2024            |   | Communications                                     |   |                | — |   |                                         |       | — |              |   |   | 1,665  |   |   |           | — |   |   |   | (63      | )      |
| Spear Education, LLC                                                                                       |   | 02/26/2025            |   | Education                                          |   |                | 6.75     | %      |                                         | 3M L+525   |     |              |   | 12,049 |   |   |   | 11,970         |     |   |   | 12,049 |     |
| Spendmend Holdings LLC                                                                                     |   | 03/01/2028            |   | Business Services                                  |   |                | 7.38     | %      |                                         | 1M L+575   |     |              |   | 7,841  |   |   |   | 7,728          |     |   |   | 7,638  |     |
| Spendmend Holdings LLC (7)                                                                                 |   | 03/01/2023            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 4,671  |   |   |           | — |   |   |   | (86      | )      |
| Spendmend Holdings LLC - Funded Revolver                                                                   |   | 03/01/2028            |   | Business Services                                  |   |                | 7.38     | %      |                                         | 3M L+575   |     |              |   | 187    |   |   |   | 187            |     |   |   | 182    |     |
| Spendmend Holdings LLC - Unfunded Revolver (7)                                                             |   | 03/01/2028            |   | Business Services                                  |   |                | — |   |                                         |       | — |              |   |   | 1,215  |   |   |           | — |   |   |   | (32      | )      |
| System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)                       |   | 08/16/2027            |   | Aerospace and Defense                              |   |                | 8.83     | %      |                                         | SOFR+600   |     |              |   | 6,206  |   |   |   | 6,094          |     |   |   | 6,107  |     |
| System Planning and Analysis, Inc. - (Revolver) (7) (f/k/a Management Consulting & Research, LLC) |   | 08/16/2027            |   | Aerospace and Defense                              |   |                | — |   |                                         |       | — |              |   |   | 2,925  |   |   |           | — |   |   |   | (47      | )      |
| TAC LifePort Purchaser, LLC (Revolver) (7)                                                                 |   | 03/01/2026            |   | Aerospace and Defense                              |   |                | — |   |                                         |       | — |              |   |   | 620    |   |   |           | — |   |   |   | (2       | )      |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

9

----

 

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)—(Continued)

JUNE 30, 2022

(In thousands, except share data)

|                                                               |        |                       |          |        |                             |                                           |                     |          |          |                                              |            |          |                   |        |           |        |           |        |                |          |          |        |        |          |          |        |
|---------------------------------------------------------------|--------|-----------------------|----------|--------|-----------------------------|-------------------------------------------|---------------------|----------|----------|----------------------------------------------|------------|----------|-------------------|--------|-----------|--------|-----------|--------|----------------|----------|----------|--------|--------|----------|----------|--------|
| Issuer Name                                                   |   | Maturity / Expiration |     |   | Industry                    |                                      | Current Coupon |     |     | Basis Point Spread Above Index (4) |       |     | Par / Shares |   |      | Cost   |      |   | Fair Value (3) |     |
| The Bluebird Group LLC                                        |   | 07/27/2026            |     |   | Business Services           |                                      |                | 8.75     | %        |                                         | 3M L+650   |     |              |   | 4,909     |   |      | $      | 4,816          |     |     | $      | 4,958  |     |
| The Bluebird Group LLC (Revolver) (7)                         |   | 07/27/2026            |     |   | Business Services           |                                      |                | — |     |                                         |       | — |              |   |      | 734    |      |   |           | — |     |   |   | 7        |     |
| The Vertex Companies, LLC                                     |   | 08/30/2027            |     |   | Business Services           |                                      |                | 7.01     | %        |                                         | 3M L+550   |     |              |   | 1,701     |   |      |   | 1,684          |     |     |   | 1,671  |     |
| The Vertex Companies, LLC (7)                                 |   | 08/30/2027            |     |   | Business Services           |                                      |                | — |     |                                         |       | — |              |   |      | 520    |      |   |           | — |     |   |   | (4       | )        |
| The Vertex Companies, LLC (Revolver) (7)                      |   | 08/30/2027            |     |   | Business Services           |                                      |                | — |     |                                         |       | — |              |   |      | 740    |      |   |           | — |     |   |   | (13      | )        |
| TVC Enterprises, LLC                                          |   | 03/26/2026            |     |   | Transportation              |                                      |                | 7.67     | %        |                                         | 1M L+600   |     |              |   | 12,897    |   |      |   | 12,656         |     |     |   | 12,639 |     |
| TVC Enterprises, LLC (Revolver) (7)                           |   | 03/26/2026            |     |   | Transportation              |                                      |                | — |     |                                         |       | — |              |   |      | 1,370  |      |   |           | — |     |   |   | (27      | )        |
| TWS Acquisition Corporation                                   |   | 06/16/2025            |     |   | Education                   |                                      |                | 8.76     | %        |                                         | 1M L+625   |     |              |   | 1,143     |   |      |   | 1,143          |     |     |   | 1,137  |     |
| TWS Acquisition Corporation (Revolver) (7)                    |   | 06/16/2025            |     |   | Education                   |                                      |                | — |     |                                         |       | — |              |   |      | 1,644  |      |   |           | — |     |   |   | (8       | )        |
| Tyto Athene, LLC  (Revolver) (7)                              |   | 04/01/2026            |     |   | Aerospace and Defense       |                                      |                | — |     |                                         |       | — |              |   |      | 364    |      |   |           | — |     |   |   | (20      | )        |
| Unique Indoor Comfort, LLC                                    |   | 05/24/2027            |     |   | Home and Office Furnishings |                                      |                | 7.45     | %        |                                         | 1M L+525   |     |              |   | 23,441    |   |      |   | 23,094         |     |     |   | 23,090 |     |
| Unique Indoor Comfort, LLC (7)                                |   | 05/24/2027            |     |   | Home and Office Furnishings |                                      |                | — |     |                                         |       | — |              |   |      | 30,000 |      |   |           | — |     |   |   | (150     | )        |
| Unique Indoor Comfort, LLC  (Revolver) (7)                    |   | 05/24/2027            |     |   | Home and Office Furnishings |                                      |                | — |     |                                         |       | — |              |   |      | 3,000  |      |   |           | — |     |   |   | (45      | )        |
| Walker Edison Furniture Company LLC                           |   | 03/31/2027            |     |   | Home and Office Furnishings |                                      |                | 11.00    | %        |                                         | 3M L+875   |     |              |   | 25,238    |   |      |   | 24,727         |     |     |   | 24,480 |     |
| Wildcat Buyerco, Inc.                                         |   | 02/27/2026            |     |   | Electronics                 |                                      |                | 7.54     | %        |                                         | 3M L+575   |     |              |   | 2,017     |   |      |   | 1,994          |     |     |   | 1,963  |     |
| Wildcat Buyerco, Inc. Term Loan C (7)                         |   | 05/11/2023            |     |   | Electronics                 |                                      |                | — |     |                                         |       | — |              |   |      | 1,904  |      |   |           | — |     |   |   | (30      | )        |
| Wildcat Buyerco, Inc. (Revolver)                              |   | 02/27/2026            |     |   | Electronics                 |                                      |                | 6.99     | %        |                                         | 3M L+575   |     |              |   | 66        |   |      |   | 66             |     |     |   | 62     |     |
| Wildcat Buyerco, Inc. (Revolver) (7)                          |   | 02/27/2026            |     |   | Electronics                 |                                      |                | — |     |                                         |       | — |              |   |      | 508    |      |   |           | — |     |   |   | (30      | )        |
| Zips Car Wash, LLC                                            |   | 03/01/2024            |     |   | Auto Sector                 |                                      |                | 8.28     | %        |                                         | 3M L+725   |     |              |   | 15,033    |   |      |   | 14,903         |     |     |   | 14,732 |     |
| Zips Car Wash, LLC Term Loan (7)                              |   | 03/01/2024            |     |   | Auto Sector                 |                                      |                | — |     |                                         |       | — |              |   |      | 104    |      |   |           | — |     |   |   | (1       | )        |
| Total First Lien Secured Debt                                 |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   | 677,462   |   |           |     | 675,315  |   |
| Second Lien Secured Debt—19.5%                         |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Atlas Purchaser, Inc                                          |   | 05/07/2029            |     |   | Telecommunications          |                                      |                | 11.19    | %        |                                         | 3M L+900   |     |              |   | 17,000    |   |      |   | 16,539         |     |     |   | 16,507 |     |
| Best Practice Associates LLC                                  |   | 06/29/2027            |     |   | Aerospace and Defense       |                                      |                | 10.04    | %        |                                         | 3M L+900   |     |              |   | 17,825    |   |      |   | 17,493         |     |     |   | 17,290 |     |
| Data Axle, Inc.                                               |   | 04/03/2024            |     |   | Other Media                 |                                      |                | 11.50    | %        |                                         | 3M L+925   |     |              |   | 20,400    |   |      |   | 20,270         |     |     |   | 20,400 |     |
| ENC Parent Corporation                                        |   | 08/19/2029            |     |   | Business Services           |                                      |                | 9.75     | %        |                                         | 3M L+750   |     |              |   | 7,500     |   |      |   | 7,430          |     |     |   | 7,350  |     |
| Halo Buyer, Inc.                                              |   | 07/06/2026            |     |   | Consumer Products           |                                      |                | 9.92     | %        |                                         | 1M L+825   |     |              |   | 32,500    |   |      |   | 32,149         |     |     |   | 30,794 |     |
| Inventus Power, Inc.                                          |   | 09/29/2024            |     |   | Electronics                 |                                      |                | 9.73     | %        |                                         | 3M L+850   |     |              |   | 16,593    |   |      |   | 16,363         |     |     |   | 16,178 |     |
| QuantiTech LLC                                                |   | 02/04/2027            |     |   | Aerospace and Defense       |                                      |                | 11.12    | %        |                                         | 3M L+1,000 |     |              |   | 150       |   |      |   | 148            |     |     |   | 149    |     |
| VT Topco, Inc.                                                |   | 08/17/2026            |     |   | Business Services           |                                      |                | 8.59     | %        |                                         | 3M L+675   |     |              |   | 15,000    |   |      |   | 14,930         |     |     |   | 14,475 |     |
| Total Second Lien Secured Debt                                |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   | 125,322   |   |           |     | 123,143  |   |
| Subordinated Debt/Corporate Notes—5.2%                 |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Flock Financial, LLC                                          |   | 05/26/2027            |     |   | Financial Services          |                                      |                | 12.50    | %        |                                         |       | — |              |   |      | 34,000 |      |   |           | 33,157   |     |   |   | 33,150   |     |
| Total Subordinated Debt/Corporate Notes                       |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   | 33,157    |   |           |     | 33,150   |   |
| Preferred Equity/Partnership Interests—1.1% (6)        |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Ad.net Holdings, Inc. (9)                                     |   |                  | — |   |                        | Media                                     |                |     | — |                                         |       |     | —          |   |      |   | 2,400     |   |           |     | 240      |   |   |     | 259      |   |
| AH Newco Equityholdings, LLC                                  |   |                  | — |   |                        | Healthcare, Education and Childcare       |                |     | 6.00     | %                                            |       |     | —          |   |      |   | 211       |   |           |     | 500      |   |   |     | 1,590    |   |
| Imagine Topco, LP                                             |   |                  | — |   |                        | Business Services                         |                |     | 8.00     | %                                            |       |     | —          |   |      |   | 743,826   |   |           |     | 744      |   |   |     | 691      |   |
| Mars Intermediate Holdings II, Inc  (9)                       |   |                  | — |   |                        | Media                                     |                |     | — |                                         |       |     | —          |   |      |   | 414       |   |           |     | 414      |   |   |     | 470      |   |
| MeritDirect Holdings, LP (9)                                  |   |                  | — |   |                        | Media                                     |                |     | — |                                         |       |     | —          |   |      |   | 1,135     |   |           |     | 1,135    |   |   |     | 1,393    |   |
| NXOF Holdings, Inc. (Tyto Athene, LLC)                        |   |                  | — |   |                        | Aerospace and Defense                     |                |     | — |                                         |       |     | —          |   |      |   | 160       |   |           |     | 160      |   |   |     | 221      |   |
| ORL Holdco, Inc.                                              |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 575       |   |           |     | 57       |   |   |     | 61       |   |
| Signature CR Intermediate Holdco, Inc.                        |   |                  | — |   |                        | Chemicals, Plastics and Rubber            |                |     | 12.00    | %                                            |       |     | —          |   |      |   | 1,527     |   |           |     | 1,527    |   |   |     | 1,993    |   |
| TPC Holding Company, LP (8),(11)                              |   |                  | — |   |                        | Food                                      |                |     | — |                                         |       |     | —          |   |      |   | 219       |   |           |     | 219      |   |   |     | 60       |   |
| TWD Parent Holdings, LLC                                      |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 30        |   |           |     | 30       |   |   |     | 33       |   |
| (The Vertex Companies, LLC)                                   |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Total Preferred Equity/Partnership Interests                  |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   | 5,026     |   |           |     | 6,771    |   |
| Common Equity/Partnership Interests/Warrants—19.4% (6) |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Ad.net Holdings, Inc. (9)                                |   |                  | — |   |                        | Media                                     |                |     | — |                                         |       |     | —          |   |      |   | 2,667     |   |           |     | 27       |   |   |     | 58       |   |
| Affinion Group Holdings, Inc. (Warrants)                      |   | 04/10/2024            |     |   | Consumer Products           |                                      |                | — |     |                                         |       | — |              |   |      | 77,190 |      |   |           | 2,126    |     |   |   | — |     |
| AG Investco LP (9)                                            |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 805,164   |   |           |     | 805      |   |   |     | 1,107    |   |
| AG Investco LP (7), (9)                                       |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 194,836   |   |           |     | — |   |   |     | — |   |
| Altamira Intermediate Company II, Inc.                        |   |                  | — |   |                        | Aerospace and Defense                     |                |     | — |                                         |       |     | —          |   |      |   | 125,000   |   |           |     | 125      |   |   |     | 52       |   |
| Athletico Holdings, LLC                                       |   |                  | — |   |                        | Healthcare, Education and Childcare       |                |     | — |                                         |       |     | —          |   |      |   | 9,357     |   |           |     | 10,000   |   |   |     | 10,023   |   |
| Atlas Investment Aggregator, LLC (9)                          |   |                  | — |   |                        | Telecommunications                        |                |     | — |                                         |       |     | —          |   |      |   | 1,700,000 |   |           |     | 1,700    |   |   |     | 1,310    |   |
| Cartessa Aesthetics, LLC                                      |   |                  | — |   |                        | Distribution                              |                |     | — |                                         |       |     | —          |   |      |   | 3,562,500 |   |           |     | 3,563    |   |   |     | 3,563    |   |
| CI (Allied) Investment Holdings, LLC                          |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 120,962   |   |           |     | 1,243    |   |   |     | 882      |   |
| (PRA Events, Inc.) (9)                                        |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Connatix Parent, LLC                                          |   |                  | — |   |                        | Media                                     |                |     | — |                                         |       |     | —          |   |      |   | 57,416    |   |           |     | 632      |   |   |     | 748      |   |
| Cowboy Parent LLC                                             |   |                  | — |   |                        | Distribution                              |                |     | — |                                         |       |     | —          |   |      |   | 26,360    |   |           |     | 2,782    |   |   |     | 3,690    |   |
| (Blackhawk Industrial Distribution, Inc.)                     |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Crane 1 Acquisition Parent Holdings, L.P.                     |   |                  | — |   |                        | Personal, Food and Miscellaneous Services |                |     | — |                                         |       |     | —          |   |      |   | 113       |   |           |     | 104      |   |   |     | 127      |   |
| Crash Champion Holdings, LLC (9)                              |   |                  | — |   |                        | Auto Sector                               |                |     | — |                                         |       |     | —          |   |      |   | 36        |   |           |     | 328      |   |   |     | 639      |   |
| Delta InvestCo LP                                             |   |                  | — |   |                        | Telecommunications                        |                |     | — |                                         |       |     | —          |   |      |   | 698,889   |   |           |     | 684      |   |   |     | 1,271    |   |
| (Sigma Defense Systems, LLC) (9)                              |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Delta InvestCo LP (7)                                         |   |                  | — |   |                        | Telecommunications                        |                |     | — |                                         |       |     | —          |   |      |   | 442,155   |   |           |     | — |   |   |     | — |   |
| (Sigma Defense Systems, LLC) (7), (9)                         |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| ECM Investors, LLC (9)                                        |   |                  | — |   |                        | Electronics                               |                |     | — |                                         |       |     | —          |   |      |   | 167,537   |   |           |     | 37       |   |   |     | 417      |   |
| eCommission Holding Corporation (11)                          |   |                  | — |   |                        | Financial Services                        |                |     | — |                                         |       |     | —          |   |      |   | 80        |   |           |     | 1,005    |   |   |     | 1,323    |   |
| Exigo, LLC (9)                                                |   |                  | — |   |                        | Business Services                         |                |     |     |                                         |       |     |              |   | 1,458,333 |   |      |   | 1,458          |     |     |   | 1,458  |     |
| FedHC InvestCo LP (9)                                         |   |                  | — |   |                        | Aerospace and Defense                     |                |     | — |                                         |       |     | —          |   |      |   | 14,186    |   |           |     | 478      |   |   |     | 1,634    |   |
| FedHC InvestCo LP (7),(9)                                     |   |                  | — |   |                        | Aerospace and Defense                     |                |     | — |                                         |       |     | —          |   |      |   | 6,384     |   |           |     | — |   |   |     | — |   |
| FedHC InvestCo II LP (9)                                      |   |                  | — |   |                        | Aerospace and Defense                     |                |     |     |                                         |       |     |              |   | 20,357    |   |      |   | 2,290          |     |     |   | 2,458  |     |
| Gauge Lash Coinvest LLC                                       |   |                  | — |   |                        | Consumer Products                         |                |     | — |                                         |       |     | —          |   |      |   | 889,376   |   |           |     | 136      |   |   |     | 4,598    |   |
| Gauge Schlesinger Coinvest, LLC                               |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 9         |   |           |     | 9        |   |   |     | 14       |   |
| Gauge TVC Coinvest, LLC                                       |   |                  | — |   |                        | Transportation                            |                |     | — |                                         |       |     | —          |   |      |   | 810,645   |   |           |     | — |   |   |     | 3,100    |   |
| (TVC Enterprises, LLC)                                        |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| GCOM InvestCo LP (9)                                          |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 2,434     |   |           |     | 1,003    |   |   |     | 550      |   |
| Go Dawgs Capital III, LP                                      |   |                  | — |   |                        | Building Materials                        |                |     | — |                                         |       |     | —          |   |      |   | 675,325   |   |           |     | 675      |   |   |     | 750      |   |
| (American Insulated Glass, LLC) (9)                           |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Green Veracity Holdings, LP - Class A                         |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 15,000    |   |           |     | 1,500    |   |   |     | 5,346    |   |
| (VT Topco, Inc.)                                              |   |                  |     |   |                        |                                      |                |     |     |                                         |       |     |              |   |      |   |      |   |           |     |
| Hancock Claims Consultants Investors, LLC (9)                 |   |                  | — |   |                        | Insurance                                 |                |     | — |                                         |       |     | —          |   |      |   | 450,000   |   |           |     | 450      |   |   |     | 497      |   |
| HV Watterson Holdings, LLC                                    |   |                  | — |   |                        | Business Services                         |                |     | — |                                         |       |     | —          |   |      |   | 1,600,000 |   |           |     | 1,600    |   |   |     | 1,600    |   |

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

10

----

 

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) —(Continued)

JUNE 30, 2022

(In thousands, except share data)

 

|                                                                                    |        |                       |          |        |                                     |                                           |                     |        |          |                                              |          |        |                   |        |        |        |            |        |                |        |          |        |        |        |          |        |
|------------------------------------------------------------------------------------|--------|-----------------------|----------|--------|-------------------------------------|-------------------------------------------|---------------------|--------|----------|----------------------------------------------|----------|--------|-------------------|--------|--------|--------|------------|--------|----------------|--------|----------|--------|--------|--------|----------|--------|
| Issuer Name                                                                        |   | Maturity / Expiration |     |   | Industry                            |                                      | Current Coupon |   |     | Basis Point Spread Above Index (4) |     |   | Par / Shares |   |   | Cost   |       |   | Fair Value (3) |   |
| Icon Partners V C, L.P.                                                            |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 1,111,111  |   |           | $      | 1,111    |   |   | $      | 1,221    |   |
| Icon Partners V C, L.P. (7),(9)                                                    |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 388,889    |   |           |   | — |   |   |   | — |   |
| Imagine Topco, LP                                                                  |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 743,826    |   |           |   | — |   |   |   | — |   |
| Infogroup Parent Holdings, Inc.                                                    |   |                  | — |   |                                | Other Media                               |                |   | — |                                         |     |   | —          |   |   |   | 181,495    |   |           |   | 2,042    |   |   |   | 3,761    |   |
| (Data Axle, Inc.)                                                                  |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| Ironclad Holdco, LLC                                                               |   |                  | — |   |                                | Environmental Services                    |                |   | — |                                         |     |   | —          |   |   |   | 4,566      |   |           |   | 450      |   |   |   | 552      |   |
| (Applied Technical Services, LLC) (9)                                         |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| ITC Infusion Co-invest, LP                                                         |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |   | — |                                         |     |   | —          |   |   |   | 82,895     |   |           |   | 829      |   |   |   | 1,034    |   |
| ITC Rumba, LLC                                                                     |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |   | — |                                         |     |   | —          |   |   |   | 375,675    |   |           |   | 8        |   |   |   | 21,863   |   |
| (Cano Health, LLC) (9)                                                        |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| JWC-WE Holdings, L.P.                                                              |   |                  | — |   |                                | Home and Office Furnishings               |                |   | — |                                         |     |   | —          |   |   |   | 2,688      |   |           |   | 783      |   |   |   | — |   |
| (Walker Edison Furniture Company LLC) (9)                                          |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| Kentucky Racing Holdco, LLC (Warrants)                                             |   |                  | — |   |                                | Hotels, Motels, Inns and Gaming           |                |   | — |                                         |     |   | —          |   |   |   | 161,252    |   |           |   | — |   |   |   | 1,421    |   |
| Kinetic Purchaser, LLC                                                             |   |                  | — |   |                                | Consumer Products                         |                |   | — |                                         |     |   | —          |   |   |   | 1,308,814  |   |           |   | 1,309    |   |   |   | 1,818    |   |
| KL Stockton Co-Invest LP                                                           |   |                  | — |   |                                | Personal, Food and Miscellaneous Services |                |   | — |                                         |     |   | —          |   |   |   | 382,353    |   |           |   | 382      |   |   |   | 525      |   |
| (Any Hour Services) (9)                                                            |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| Lariat ecoserv Co-Invest Holdings, LLC (9)                                         |   |                  | — |   |                                | Environmental Services                    |                |   | — |                                         |     |   | —          |   |   |   | 363,656    |   |           |   | 240      |   |   |   | 1,289    |   |
| Lightspeed Investment Holdco LLC                                                   |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |   | — |                                         |     |   | —          |   |   |   | 273,143    |   |           |   | 273      |   |   |   | 443      |   |
| Mars Intermidiate Holdings II, Inc. (9)                                       |   |                  | — |   |                                | Media                                     |                |   | — |                                         |     |   | —          |   |   |   | 414        |   |           |   | — |   |   |   | 37       |   |
| Meadowlark Title, LLC (9)                                                          |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 815,385    |   |           |   | 815      |   |   |   | 742      |   |
| MeritDirect Holdings, LP (9)                                                       |   |                  | — |   |                                | Media                                     |                |   | — |                                         |     |   | —          |   |   |   | 1,135      |   |           |   | — |   |   |   | 181      |   |
| Municipal Emergency Services, Inc.                                                 |   |                  | — |   |                                | Distribution                              |                |   | — |                                         |     |   | —          |   |   |   | 3,920,145  |   |           |   | 3,984    |   |   |   | 3,519    |   |
| NEPRT Parent Holdings, LLC                                                         |   |                  | — |   |                                | Consumer Products                         |                |   | — |                                         |     |   | —          |   |   |   | 1,299      |   |           |   | 1,261    |   |   |   | 583      |   |
| (Recteq, LLC) (9)                                                                  |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| North Haven Saints Equity Holdings, LP                                             |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 351,553    |   |           |   | 352      |   |   |   | 348      |   |
| NXOF Holdings, Inc.                                                                |   |                  | — |   |                                | Aerospace and Defense                     |                |   | — |                                         |     |   | —          |   |   |   | 3,261      |   |           |   | 3        |   |   |   | 114      |   |
| (Tyto Athene, LLC)                                                                 |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| OceanSound Discovery Equity, LP                                                    |   |                  | — |   |                                | Aerospace and Defense                     |                |   | — |                                         |     |   | —          |   |   |   | 98,286     |   |           |   | 979      |   |   |   | 1,727    |   |
| (Holdco Sands Intermediate, LLC) (9)                                               |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| OHCP V BC COI, L.P.                                                                |   |                  | — |   |                                | Distribution                              |                |   | — |                                         |     |   | —          |   |   |   | 446,250    |   |           |   | 446      |   |   |   | 363      |   |
| OHCP V BC COI, L.P. (7),(9)                                                        |   |                  | — |   |                                | Distribution                              |                |   | — |                                         |     |   | —          |   |   |   | 303,750    |   |           |   | — |   |   |   | (57      | )      |
| Oral Surgery (ITC) Holdings, LLC (9)                                               |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |   | — |                                         |     |   | —          |   |   |   | 2,904      |   |           |   | 63       |   |   |   | 70       |   |
| ORL Holdco, Inc.                                                                   |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 638        |   |           |   | 6        |   |   |   | 119      |   |
| PennantPark-TSO Senior Loan Fund II, LP                                            |   |                  | — |   |                                | Financial Services                        |                |   | — |                                         |     |   | —          |   |   |   | 15,038,871 |   |           |   | 15,039   |   |   |   | 15,363   |   |
| Pink Lily Holdco, LLC (9)                                                          |   |                  | — |   |                                | Retail                                    |                |   | — |                                         |     |   | —          |   |   |   | 1,044      |   |           |   | 1,044    |   |   |   | 774      |   |
| QuantiTech InvestCo LP (9)                                                         |   |                  | — |   |                                | Aerospace and Defense                     |                |   | — |                                         |     |   | —          |   |   |   | 712        |   |           |   | 68       |   |   |   | 340      |   |
| QuantiTech InvestCo LP (7),(9)                                                     |   |                  | — |   |                                | Aerospace and Defense                     |                |   | — |                                         |     |   | —          |   |   |   | 955        |   |           |   | — |   |   |   | — |   |
| QuantiTech InvestCo II LP (9)                                                      |   |                  | — |   |                                | Aerospace and Defense                     |                |   | — |                                         |     |   | —          |   |   |   | 40         |   |           |   | 25       |   |   |   | 24       |   |
| RFMG Parent, LP                                                                    |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |   | — |                                         |     |   | —          |   |   |   | 1,050,000  |   |           |   | 1,050    |   |   |   | 1,279    |   |
| (Rancho Health MSO, Inc.)                                                          |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| SBI Holdings Investments LLC                                                       |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 36,585     |   |           |   | 366      |   |   |   | 385      |   |
| (Sales Benchmark Index LLC)                                                        |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| Seaway Topco, LP                                                                   |   |                  | — |   |                                | Chemicals, Plastics and Rubber            |                |   | — |                                         |     |   | —          |   |   |   | 2,518      |   |           |   | 2,518    |   |   |   | 2,518    |   |
| Signature CR Intermediate Holdco, Inc.                                             |   |                  | — |   |                                | Chemicals, Plastics and Rubber            |                |   | — |                                         |     |   | —          |   |   |   | 80         |   |           |   | 80       |   |   |   | — |   |
| SP L2 Holdings, LLC                                                                |   |                  | — |   |                                | Consumer Products                         |                |   | — |                                         |     |   | —          |   |   |   | 881,966    |   |           |   | 882      |   |   |   | 806      |   |
| SSC Dominion Holdings, LLC                                                         |   |                  | — |   |                                | Electronics                               |                |   | — |                                         |     |   | —          |   |   |   | 1,500      |   |           |   | 1,500    |   |   |   | 1,890    |   |
| Class A (US Dominion, Inc.)                                                        |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| SSC Dominion Holdings, LLC                                                         |   |                  | — |   |                                | Electronics                               |                |   | — |                                         |     |   | —          |   |   |   | 1,500      |   |           |   | — |   |   |   | 4,103    |   |
| Class B (US Dominion, Inc.)                                                        |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| StellPen Holdings, LLC                                                             |   |                  | — |   |                                | Media                                     |                |   | — |                                         |     |   | —          |   |   |   | 153,846    |   |           |   | 154      |   |   |   | 138      |   |
| (CF512, Inc.)                                                                      |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| TAC LifePort Holdings, LLC (9)                                                     |   |                  | — |   |                                | Aerospace and Defense                     |                |   | — |                                         |     |   | —          |   |   |   | 232,558    |   |           |   | 233      |   |   |   | 254      |   |
| Tower Arch Infolinks Media, LP (9)                                                 |   |                  | — |   |                                | Media                                     |                |   | — |                                         |     |   | —          |   |   |   | 531,293    |   |           |   | 531      |   |   |   | 781      |   |
| Tower Arch Infolinks Media, LP (7), (9)                                       |   |                  | — |   |                                | Media                                     |                |   | — |                                         |     |   | —          |   |   |   | 364,151    |   |           |   | — |   |   |   | — |   |
| TPC Holding Company, LP (8). (11)                                             |   |                  | — |   |                                | Food                                      |                |   | — |                                         |     |   | —          |   |   |   | 11,527     |   |           |   | 12       |   |   |   | — |   |
| TWD Parent Holdings, LLC                                                           |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 608        |   |           |   | 1        |   |   |   | — |   |
| (The Vertex Companies, LLC)                                                        |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| U.S. Well Services, Inc. - Class A (5), (11)                                       |   |                  | — |   |                                | Oil and Gas                               |                |   | — |                                         |     |   | —          |   |   |   | 360,343    |   |           |   | 3,022    |   |   |   | 338      |   |
| UniVista Insurance (9)                                                             |   |                  | — |   |                                | Business Services                         |                |   | — |                                         |     |   | —          |   |   |   | 400        |   |           |   | 386      |   |   |   | 457      |   |
| WCP Ivyrehab QP CF Feeder, LP                                                      |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |   | — |                                         |     |   | —          |   |   |   | 3,762,257  |   |           |   | 3,762    |   |   |   | 3,762    |   |
| WCP Ivyrehab QP CF Feeder, LP - Unfunded (7)                                       |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |   | — |                                         |     |   | —          |   |   |   | 237,743    |   |           |   | — |   |   |   | — |   |
| Wildcat Parent, LP                                                                 |   |                  | — |   |                                | Electronics                               |                |   | — |                                         |     |   | —          |   |   |   | 2,314      |   |           |   | 231      |   |   |   | 553      |   |
| (Wildcat Buyerco, Inc.)                                                            |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| Total Common Equity/Partnership Interests/Warrants                                 |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   | 81,000     |   |           |   | 122,653  |   |
| Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies            |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   | 921,967    |   |           |   | 961,032  |   |
| Investments in Non-Controlled, Affiliated Portfolio Companies—7.8% (1), (2) |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |
| Preferred Equity/Partnership Interests—7.8% (6)                             |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| Cascade Environmental Holdings, LLC (9)                                            |   |                  | — |   |                                | Environmental Services                    |                |   | — |                                         |     |   | —          |   |   |   | 5,887,236  |   |           |   | 32,791   |   |   |   | 32,791   |   |
| MidOcean JF Holdings Corp. (Series B)                                              |   |                  | — |   |                                | Distribution                              |                |   | — |                                         |     |   | —          |   |   |   | 10,739     |   |           |   | 1,074    |   |   |   | 5,369    |   |
| MidOcean JF Holdings Corp.                                                         |   |                  | — |   |                                | Distribution                              |                |   | — |                                         |     |   | —          |   |   |   | 143,183    |   |           |   | 14,318   |   |   |   | 10,937   |   |
| Total Preferred Equity/Partnership Interests                                       |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   | 48,183     |   |           |   | 49,097   |   |
| Common Equity/Partnership Interests/Warrants—0% (6)                         |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| Cascade Environmental Holdings, LLC                                                |   |                  | — |   |                                | Environmental Services                    |                |   | — |                                         |     |   | —          |   |   |   | 7,444,347  |   |           |   | 2,852    |   |   |   | — |   |
| MidOcean JF Holdings Corp.                                                         |   |                  | — |   |                                | Distribution                              |                |   | — |                                         |     |   | —          |   |   |   | 65,933     |   |           |   | 24,790   |   |   |   | — |   |
| Total Common Equity/Partnership Interests/Warrants                                 |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   | 27,642     |   |           |   | — |   |
| Total Investments in Non-Controlled, Affiliated Portfolio Companies                |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   | 75,825     |   |           |   | 49,097   |   |
| Investments in Controlled, Affiliated Portfolio Companies—48.2% (1), (2)    |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| First Lien Secured Debt—7.4%                                                |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   |       |   |           |   |
| AKW Holdings Limited (8), (10), (11)                                               |   | 03/13/2024            |     |   | Healthcare, Education and Childcare |                                      |                | 8.26   | %        |                                         | 3M L+700 |   |              | £ | 38,250 |   |       |   | 52,792         |   |     |   | 46,453 |   |
| Total First Lien Secured Debt                                                      |   |                  |     |   |                                |                                      |                |   |     |                                         |     |   |              |   |   |   | 52,792     |   |           |   | 46,453   |   |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

11

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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) —(Continued)

JUNE 30, 2022

(In thousands, except share data)

|                                                                 |        |                       |          |        |                         |                                     |                     |          |          |                                              |          |          |                   |        |        |        |            |        |                |          |           |        |        |        |          |        |
|-----------------------------------------------------------------|--------|-----------------------|----------|--------|-------------------------|-------------------------------------|---------------------|----------|----------|----------------------------------------------|----------|----------|-------------------|--------|--------|--------|------------|--------|----------------|----------|-----------|--------|--------|--------|----------|--------|
| Issuer Name                                                     |   | Maturity / Expiration |     |   | Industry                |                                | Current Coupon |     |     | Basis Point Spread Above Index (4) |     |     | Par / Shares |   |   | Cost   |       |   | Fair Value (3) |     |
| Second Lien Secured Debt—1.0%                            |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   |       |   |           |     |
| Mailsouth Inc.                                                  |   | 04/23/2025            |     |   | Printing and Publishing |                                |                | — |     |                                         |     | — |              |   |   | 12,383 |       |   | $              | 12,383   |      |   | $      | 6,561  |     |
| Total Second Lien Secured Debt                                  |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 12,383     |   |           |     | 6,561     |   |
| Subordinated Debt—13.9%                                  |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   |       |   |           |     |
| PennantPark Senior Loan Fund, LLC (11)                          |   | 07/31/2027            |     |   | Financial Services      |                                |                | 9.29     | %        |                                         | 3M L+800 |     |              |   | 88,011 |   |       |   | 88,011         |     |      |   | 88,011 |   |
| Total Subordinated Debt                                         |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 88,011     |   |           |     | 88,011    |   |
| Common Equity—25.9% (6)                                  |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   |       |   |           |     |
| AKW Holdings Limited (8), (10), (11)                            |   |                  | — |   |                    | Healthcare, Education and Childcare |                |     | — |                                         |     |     | —          |   |   | £ | 950        |   |           |     | 132       |   |   |   | 1,113    |   |
| MSpark, LLC                                                     |   |                  | — |   |                    | Printing and Publishing             |                |     | — |                                         |     |     | —          |   |   |   | 51,151     |   |           |     | 16,516    |   |   |   | — |   |
| PennantPark Senior Loan Fund, LLC                               |   |                  | — |   |                    | Financial Services                  |                |     | — |                                         |     |     | —          |   |   |   | 49,298,789 |   |           |     | 49,362    |   |   |   | 53,092   |   |
| RAM Energy Holdings LLC (9)                                     |   |                  | — |   |                    | Energy and Utilities                |                |     | — |                                         |     |     | —          |   |   |   | 180,805    |   |           |     | 162,708   |   |   |   | 109,469  |   |
| Total Common Equity                                             |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 228,718    |   |           |     | 163,674   |   |
| Total Investments in Controlled, Affiliated Portfolio Companies |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 381,904    |   |           |     | 304,699   |   |
| Total Investments—208.2%                                 |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 1,379,696  |   |           |     | 1,314,828 |   |
| Cash and Cash Equivalents—4.7%                           |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   |       |   |           |     |
| BlackRock Federal FD Institutional 30                           |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 15,781     |   |           |     | 15,781    |   |
| BNY Mellon Cash Reserve and Cash                                |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 13,849     |   |           |     | 13,766    |   |
| Total Cash and Cash Equivalents                                 |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   | 29,630     |   |           |     | 29,547    |   |
| Total Investments and Cash Equivalents—212.9%            |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   | $      | 1,409,326  |   |           | $        | 1,344,375 |   |
| Liabilities in Excess of Other Assets—(112.9%)           |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   |       |   |           | (712,865 | )         |
| Net Assets—100.0%                                        |   |                  |     |   |                    |                                |                |     |     |                                         |     |     |              |   |   |   |       |   | $              | 631,510  |      |

 

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1)  | 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 (See Note 6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (2)  | 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 (See Note 6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (3)  | Valued based on our accounting policy (See Note 2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (4)  | 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,” the Euro Interbank Offered Rate, or EURIBOR or “E,” , Secured Overnight Financing Rate or "SOFR", 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, 90-day or 180-day LIBOR rate (1M L, 3M L, or 6M L, respectively), and EURIBOR loans are typically indexed to a 90-day EURIBOR rate (3M E), 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. |
| (5)  | The security was not valued using significant unobservable inputs. The value of all other securities was determined using significant unobservable inputs (See Note 5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (6)  | Non-income producing securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (7)  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (8)  | Non-U.S. company or principal place of business outside the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (9)  | Investment is held through our Taxable Subsidiary (See Note 1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (10) | Par / Shares amount is denominated in British Pounds (£) as denoted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (11) | 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 June 30, 2022, qualifying assets represent 83% of the Company’s total assets and non-qualifying assets represent 17% of the Company’s total assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

 

 

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

13

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

September 30, 2021

(In thousands, except share data)

|                                                                                          |        |                       |        |                                                    |        |                     |          |        |                                              |          |          |                   |        |        |        |        |        |                |          |        |        |        |          |        |
|------------------------------------------------------------------------------------------|--------|-----------------------|--------|----------------------------------------------------|--------|---------------------|----------|--------|----------------------------------------------|----------|----------|-------------------|--------|--------|--------|--------|--------|----------------|----------|--------|--------|--------|----------|--------|
| Issuer Name                                                                              |   | Maturity / Expiration |   | Industry                                           |   | Current Coupon |     |   | Basis Point Spread Above Index (4) |     |     | Par / Shares |   |   | Cost   |   |   | Fair Value (3) |     |
| Investments in Non-Controlled, Non-Affiliated Portfolio Companies—124.3% (1), (2) |   |                  |   |                                               |   |                |     |   |                                         |     |     |              |   |   |   |
| First Lien Secured Debt—77.5%                                                     |   |                  |   |                                               |   |                |     |   |                                         |     |     |              |   |   |   |
| 18 Freemont Street Acquisition, LLC                                                      |   | 08/11/2025            |   | Hotels, Motels, Inns and Gaming                    |   |                | 9.50     | %      |                                         | 1M L+800 |     |              |   | 7,433  |   |   | $      | 6,815          |     |   | $      | 7,563  |     |
| Ad.net Acquisition, LLC (Revolver)                                                       |   | 05/06/2026            |   | Media                                              |   |                | 7.00     | %      |                                         | 3M L+600 |     |              |   | 76     |   |   |   | 76             |     |   |   | 74     |     |
| Ad.net Acquisition, LLC (Revolver) (7)                                                   |   | 05/06/2026            |   | Media                                              |   |                | — |   |                                         |     | — |              |   |   | 369    |   |   |           | — |   |   |   | (6       | )      |
| Altamira Technologies, LLC (Revolver)                                                    |   | 07/24/2025            |   | Aerospace and Defense                              |   |                | 8.00     | %      |                                         | 3M L+700 |     |              |   | 50     |   |   |   | 50             |     |   |   | 47     |     |
| Altamira Technologies, LLC (Revolver) (7)                                                |   | 07/24/2025            |   | Aerospace and Defense                              |   |                | — |   |                                         |     | — |              |   |   | 138    |   |   |           | — |   |   |   | (9       | )      |
| American Insulated Glass, LLC                                                            |   | 12/21/2023            |   | Building Materials                                 |   |                | 6.50     | %      |                                         | 3M L+550 |     |              |   | 15,795 |   |   |   | 15,639         |     |   |   | 15,637 |     |
| Any Hour Services (7)                                                                    |   | 07/21/2027            |   | Personal, Food and Miscellaneous Services          |   |                | — |   |                                         |     | — |              |   |   | 3,824  |   |   |           | — |   |   |   | (38      | )      |
| Any Hour Services (Revolver) (7)                                                         |   | 07/21/2027            |   | Personal, Food and Miscellaneous Services          |   |                | — |   |                                         |     | — |              |   |   | 1,147  |   |   |           | — |   |   |   | (23      | )      |
| Apex Service Partners, LLC                                                               |   | 07/31/2025            |   | Personal, Food and Miscellaneous Services          |   |                | 6.25     | %      |                                         | 1M L+525 |     |              |   | 1,331  |   |   |   | 1,331          |     |   |   | 1,317  |     |
| Apex Service Partners, LLC Term Loan C                                                   |   | 07/31/2025            |   | Personal, Food and Miscellaneous Services          |   |                | 6.25     | %      |                                         | 1M L+525 |     |              |   | 5,592  |   |   |   | 5,509          |     |   |   | 5,536  |     |
| Apex Service Partners, LLC Term Loan C (7)                                               |   | 01/31/2022            |   | Personal, Food and Miscellaneous Services          |   |                | — |   |                                         |     | — |              |   |   | 6,658  |   |   |           | — |   |   |   | (8       | )      |
| Apex Service Partners, LLC (Revolver)                                                    |   | 07/29/2024            |   | Personal, Food and Miscellaneous Services          |   |                | 6.25     | %      |                                         | 3M L+525 |     |              |   | 239    |   |   |   | 239            |     |   |   | 235    |     |
| Apex Service Partners, LLC (Revolver) (7)                                                |   | 07/29/2024            |   | Personal, Food and Miscellaneous Services          |   |                | — |   |                                         |     | — |              |   |   | 693    |   |   |           | — |   |   |   | (12      | )      |
| Applied Technical Services, LLC (7)                                                      |   | 06/29/2022            |   | Environmental Services                             |   |                | — |   |                                         |     | — |              |   |   | 6,235  |   |   |           | — |   |   |   | (55      | )      |
| Applied Technical Services, LLC (Revolver) (7)                                           |   | 12/29/2026            |   | Environmental Services                             |   |                | — |   |                                         |     | — |              |   |   | 1,000  |   |   |           | — |   |   |   | (20      | )      |
| Bottom Line Systems, LLC                                                                 |   | 02/13/2023            |   | Healthcare, Education and Childcare                |   |                | 6.25     | %      |                                         | 1M L+550 |     |              |   | 6,153  |   |   |   | 6,128          |     |   |   | 6,153  |     |
| Broder Bros., Co.                                                                        |   | 12/02/2022            |   | Consumer Products                                  |   |                | 9.75     | %      |                                         | 3M L+850 |     |              |   | 25,333 |   |   |   | 25,333         |     |   |   | 25,333 |     |
| CF512, Inc.                                                                              |   | 08/20/2026            |   | Media                                              |   |                | 7.00     | %      |                                         | 3M L+600 |     |              |   | 10,000 |   |   |   | 9,802          |     |   |   | 9,800  |     |
| CF512, Inc. (7)                                                                          |   | 08/20/2026            |   | Media                                              |   |                | — |   |                                         |     | — |              |   |   | 2,727  |   |   |           | — |   |   |   | (27      | )      |
| CF512, Inc.(Revolver) (7)                                                                |   | 08/20/2026            |   | Media                                              |   |                | — |   |                                         |     | — |              |   |   | 909    |   |   |           | — |   |   |   | (18      | )      |
| Compex Legal Services, Inc.                                                              |   | 02/09/2026            |   | Business Services                                  |   |                | 6.75     | %      |                                         | 3M L+575 |     |              |   | 3,570  |   |   |   | 3,514          |     |   |   | 3,529  |     |
| Compex Legal Services, Inc. (Revolver)                                                   |   | 02/07/2025            |   | Business Services                                  |   |                | 6.75     | %      |                                         | 3M L+575 |     |              |   | 459    |   |   |   | 459            |     |   |   | 454    |     |
| Compex Legal Services, Inc. (Revolver) (7)                                               |   | 02/07/2025            |   | Business Services                                  |   |                | — |   |                                         |     | — |              |   |   | 197    |   |   |           | — |   |   |   | (2       | )      |
| Connatix Buyer, Inc.                                                                     |   | 07/13/2027            |   | Media                                              |   |                | 6.25     | %      |                                         | 3M L+550 |     |              |   | 12,000 |   |   |   | 11,766         |     |   |   | 11,760 |     |
| Connatix Buyer, Inc. (7)                                                                 |   | 01/13/2023            |   | Media                                              |   |                | — |   |                                         |     | — |              |   |   | 3,158  |   |   |           | — |   |   |   | (32      | )      |
| Connatix Buyer, Inc. (Revolver)                                                          |   | 07/13/2027            |   | Media                                              |   |                | 6.25     | %      |                                         | 3M L+550 |     |              |   | 186    |   |   |   | 186            |     |   |   | 182    |     |
| Connatix Buyer, Inc. (Revolver) (7)                                                      |   | 07/13/2027            |   | Media                                              |   |                | — |   |                                         |     | — |              |   |   | 1,673  |   |   |           | — |   |   |   | (33      | )      |
| Crane 1 Services, Inc.                                                                   |   | 08/16/2027            |   | Personal, Food and Miscellaneous Services          |   |                | 6.75     | %      |                                         | 3M L+575 |     |              |   | 1,847  |   |   |   | 1,820          |     |   |   | 1,829  |     |
| Crane 1 Services, Inc. (7)                                                               |   | 08/16/2023            |   | Personal, Food and Miscellaneous Services          |   |                | — |   |                                         |     | — |              |   |   | 778    |   |   |           | — |   |   |   | (2       | )      |
| Crane 1 Services, Inc. (Revolver) (7)                                                    |   | 08/16/2027            |   | Personal, Food and Miscellaneous Services          |   |                | — |   |                                         |     | — |              |   |   | 292    |   |   |           | — |   |   |   | (3       | )      |
| Crash Champions, LLC                                                                     |   | 08/05/2025            |   | Auto Sector                                        |   |                | 6.00     | %      |                                         | 3M L+500 |     |              |   | 4,751  |   |   |   | 4,704          |     |   |   | 4,656  |     |
| Crash Champions, LLC (7)                                                                 |   | 05/14/2022            |   | Auto Sector                                        |   |                | — |   |                                         |     | — |              |   |   | 6,749  |   |   |           | — |   |   |   | (67      | )      |
| DermaRite Industries LLC                                                                 |   | 03/03/2022            |   | Manufacturing / Basic Industries                   |   |                | 8.00     | %      |                                         | 1M L+700 |     |              |   | 8,055  |   |   |   | 8,041          |     |   |   | 7,720  |     |
| Dr. Squatch, LLC                                                                         |   | 08/27/2026            |   | Personal and Non-Durable Consumer Products         |   |                | 7.00     | %      |                                         | 3M L+600 |     |              |   | 13,515 |   |   |   | 13,247         |     |   |   | 13,244 |     |
| Dr. Squatch, LLC (Revolver)                                                              |   | 08/27/2026            |   | Personal and Non-Durable Consumer Products         |   |                | 7.00     | %      |                                         | 3M L+600 |     |              |   | 1,706  |   |   |   | 1,706          |     |   |   | 1,671  |     |
| Dr. Squatch, LLC (Revolver) (7)                                                          |   | 08/27/2026            |   | Personal and Non-Durable Consumer Products         |   |                | — |   |                                         |     | — |              |   |   | 620    |   |   |           | — |   |   |   | (12      | )      |
| DRS Holdings III, Inc.                                                                   |   | 11/03/2025            |   | Consumer Products                                  |   |                | 7.25     | %      |                                         | 3M L+625 |     |              |   | 9,975  |   |   |   | 9,882          |     |   |   | 9,905  |     |
| DRS Holdings III, Inc. (Revolver) (7)                                                    |   | 11/03/2025            |   | Consumer Products                                  |   |                | — |   |                                         |     | — |              |   |   | 1,783  |   |   |           | — |   |   |   | (12      | )      |
| ECL Entertainment, LLC                                                                   |   | 03/31/2028            |   | Hotels, Motels, Inns and Gaming                    |   |                | 8.25     | %      |                                         | 1M L+750 |     |              |   | 8,747  |   |   |   | 8,664          |     |   |   | 8,944  |     |
| ECM Industries, LLC (Revolver) (7)                                                       |   | 12/23/2025            |   | Electronics                                        |   |                | — |   |                                         |     | — |              |   |   | 518    |   |   |           | — |   |   |   | (3       | )      |
| Fairbanks Morse Defense                                                                  |   | 06/17/2028            |   | Aerospace and Defense                              |   |                | 5.50     | %      |                                         | 3M L+475 |     |              |   | 3,500  |   |   |   | 3,487          |     |   |   | 3,500  |     |
| Gantech Acquisition Corp.                                                                |   | 05/14/2026            |   | Business Services                                  |   |                | 7.25     | %      |                                         | 1M L+625 |     |              |   | 19,900 |   |   |   | 19,522         |     |   |   | 19,502 |     |
| Gantech Acquisition Corp. (Revolver)                                                     |   | 05/14/2026            |   | Business Services                                  |   |                | 7.25     | %      |                                         | 1M L+625 |     |              |   | 498    |   |   |   | 498            |     |   |   | 488    |     |
| Gantech Acquisition Corp. (Revolver) (7)                                                 |   | 05/14/2026            |   | Business Services                                  |   |                | — |   |                                         |     | — |              |   |   | 1,493  |   |   |           | — |   |   |   | (30      | )      |
| Graffiti Buyer, Inc.                                                                     |   | 08/10/2027            |   | Distribution                                       |   |                | 6.75     | %      |                                         | 3M L+575 |     |              |   | 1,994  |   |   |   | 1,955          |     |   |   | 1,964  |     |
| Graffiti Buyer, Inc. (7)                                                            |   | 08/10/2023            |   | Distribution                                       |   |                | — |   |                                         |     | — |              |   |   | 893    |   |   |           | — |   |   |   | (4       | )      |
| Graffiti Buyer, Inc. (Revolver) (7)                                                      |   | 08/10/2027            |   | Distribution                                       |   |                | — |   |                                         |     | — |              |   |   | 769    |   |   |           | — |   |   |   | (18      | )      |
| Hancock Roofing and Construction L.L.C. (7)                                         |   | 12/31/2022            |   | Insurance                                          |   |                | — |   |                                         |     | — |              |   |   | 1,500  |   |   |           | — |   |   |   | (15      | )      |
| Hancock Roofing and Construction L.L.C. (Revolver) (7)                                   |   | 12/31/2026            |   | Insurance                                          |   |                | — |   |                                         |     | — |              |   |   | 750    |   |   |           | — |   |   |   | (8       | )      |
| HW Holdco, LLC                                                                           |   | 12/10/2024            |   | Media                                              |   |                | 5.50     | %      |                                         | 3M L+450 |     |              |   | 2,541  |   |   |   | 2,526          |     |   |   | 2,516  |     |
| HW Holdco, LLC (Revolver)                                                                |   | 12/10/2024            |   | Media                                              |   |                | 5.50     | %      |                                         | 3M L+450 |     |              |   | 1,219  |   |   |   | 1,219          |     |   |   | 1,207  |     |
| HW Holdco, LLC (Revolver) (7)                                                            |   | 12/10/2024            |   | Media                                              |   |                | — |   |                                         |     | — |              |   |   | 2,168  |   |   |           | — |   |   |   | (22      | )      |
| IG Investments Holdings, LLC                                                             |   | 09/22/2028            |   | Business Services                                  |   |                | 6.75     | %      |                                         | 3M L+600 |     |              |   | 4,518  |   |   |   | 4,428          |     |   |   | 4,428  |     |
| IG Investments Holdings, LLC (Revolver) (7)                                              |   | 09/22/2027            |   | Business Services                                  |   |                | — |   |                                         |     | — |              |   |   | 477    |   |   |           | — |   |   |   | — |   |
| IMIA Holdings, Inc.                                                                      |   | 04/09/2027            |   | Aerospace and Defense                              |   |                | 6.75     | %      |                                         | 3M L+575 |     |              |   | 13,589 |   |   |   | 13,341         |     |   |   | 13,317 |     |
| IMIA Holdings, Inc. (Revolver) (7)                                                       |   | 04/09/2027            |   | Aerospace and Defense                              |   |                | — |   |                                         |     | — |              |   |   | 1,674  |   |   |           | — |   |   |   | (33      | )      |
| Integrity Marketing Acquisition, LLC                                                     |   | 08/27/2025            |   | Insurance                                          |   |                | 6.49     | %      |                                         | 3M L+550 |     |              |   | 17,220 |   |   |   | 17,116         |     |   |   | 17,134 |     |
| Integrity Marketing Acquisition, LLC (7)                                            |   | 07/09/2023            |   | Insurance                                          |   |                | — |   |                                         |     | — |              |   |   | 4,278  |   |   |           | — |   |   |   | 11       |   |
| Juniper Landscaping of Florida, LLC                                                      |   | 12/22/2021            |   | Personal, Food and Miscellaneous Services          |   |                | 6.50     | %      |                                         | 1M L+550 |     |              |   | 2,615  |   |   |   | 2,611          |     |   |   | 2,615  |     |
| K2 Pure Solutions NoCal, L.P.                                                            |   | 12/20/2023            |   | Chemicals, Plastics and Rubber                     |   |                | 8.00     | %      |                                         | 1M L+700 |     |              |   | 11,800 |   |   |   | 11,712         |     |   |   | 11,486 |     |
| K2 Pure Solutions NoCal, L.P. (Revolver)                                                 |   | 12/20/2023            |   | Chemicals, Plastics and Rubber                     |   |                | 8.00     | %      |                                         | 1M L+700 |     |              |   | 872    |   |   |   | 872            |     |   |   | 849    |     |
| K2 Pure Solutions NoCal, L.P. (Revolver) (7)                                             |   | 12/20/2023            |   | Chemicals, Plastics and Rubber                     |   |                | — |   |                                         |     | — |              |   |   | 1,066  |   |   |           | — |   |   |   | (28      | )      |
| Lash OpCo, LLC                                                                           |   | 02/18/2027            |   | Consumer Products                                  |   |                | 8.00     | %      |                                         | 1M L+700 |     |              |   | 30,000 |   |   |   | 29,335         |     |   |   | 29,400 |     |
| Lash OpCo, LLC (Revolver)                                                                |   | 08/16/2026            |   | Consumer Products                                  |   |                | 8.00     | %      |                                         | 1M L+700 |     |              |   | 291    |   |   |   | 291            |     |   |   | 285    |     |
| Lash OpCo, LLC (Revolver) (7)                                                            |   | 08/19/2026            |   | Consumer Products                                  |   |                | — |   |                                         |     | — |              |   |   | 1,528  |   |   |           | — |   |   |   | (31      | )      |
| LAV Gear Holdings, Inc.                                                                  |   | 10/31/2024            |   | Leisure, Amusement, Motion Pictures, Entertainment |   |                | 8.50     | %      |                                         | 1M L+750 |     |              |   | 790    |   |   |   | 785            |     |   |   | 741    |     |
|                                                                                     |   |                  |   |                                               |   | (PIK 5.00%)         |     |   |                                         |     |     |              |   |   |   |   |   |           |     |
| Lightspeed Buyer Inc.                                                                    |   | 02/03/2026            |   | Healthcare, Education and Childcare                |   |                | 6.75     | %      |                                         | 1M L+575 |     |              |   | 4,994  |   |   |   | 4,922          |     |   |   | 4,994  |     |
| Lightspeed Buyer Inc. (Revolver) (7)                                                     |   | 02/03/2026            |   | Healthcare, Education and Childcare                |   |                | — |   |                                         |     | — |              |   |   | 1,166  |   |   |           | — |   |   |   | — |   |
| Lombart Brothers, Inc.                                                                   |   | 04/13/2023            |   | Healthcare, Education and Childcare                |   |                | 7.25     | %      |                                         | 1M L+625 |     |              |   | 1,036  |   |   |   | 1,036          |     |   |   | 1,036  |     |
| Lombart Brothers, Inc. (Revolver)                                                        |   | 04/13/2023            |   | Healthcare, Education and Childcare                |   |                | 7.25     | %      |                                         | 1M L+625 |     |              |   | 737    |   |   |   | 737            |     |   |   | 737    |     |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

14

----

 

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

September 30, 2021

(In thousands, except share data)

|                                                         |        |                       |        |                                     |        |                     |          |        |                                              |            |          |                   |        |        |        |         |        |                |          |        |        |        |          |        |
|---------------------------------------------------------|--------|-----------------------|--------|-------------------------------------|--------|---------------------|----------|--------|----------------------------------------------|------------|----------|-------------------|--------|--------|--------|---------|--------|----------------|----------|--------|--------|--------|----------|--------|
| Issuer Name                                             |   | Maturity / Expiration |   | Industry                            |   | Current Coupon |     |   | Basis Point Spread Above Index (4) |       |     | Par / Shares |   |   | Cost   |    |   | Fair Value (3) |     |
| Mars Acquisition Holdings Corp. (Revolver)(7)           |   | 5/14/2026             |   | Media                               |   |                | — |   |                                         |       | — |              |   |   | 806    |    |   | $              | -        |   |   | $      | (8       | )      |
| MBS Holdings, Inc. (Revolver) (7)                       |   | 04/16/2027            |   | Telecommunications                  |   |                | — |   |                                         |       | — |              |   |   | 694    |    |   |           | — |   |   |   | (14      | )      |
| MeritDirect, LLC                                        |   | 05/23/2024            |   | Media                               |   |                | 6.50     | %      |                                         | 3M L+550   |     |              |   | 2,759  |   |    |   | 2,736          |     |   |   | 2,732  |     |
| MeritDirect, LLC (Revolver) (7)                         |   | 05/23/2024            |   | Media                               |   |                | — |   |                                         |       | — |              |   |   | 2,518  |    |   |           | — |   |   |   | (25      | )      |
| Municipal Emergency Services, Inc.                      |   | 09/28/2027            |   | Distribution                        |   |                | 6.00     | %      |                                         | 3M L+500   |     |              |   | 6,953  |   |    |   | 6,814          |     |   |   | 6,814  |     |
| Municipal Emergency Services, Inc. (7)             |   | 09/28/2027            |   | Distribution                        |   |                | — |   |                                         |       | — |              |   |   | 1,880  |    |   |           | — |   |   |   | — |   |
| Municipal Emergency Services, Inc. (Revolver) (7)       |   | 09/28/2027            |   | Distribution                        |   |                | — |   |                                         |       | — |              |   |   | 1,880  |    |   |           | — |   |   |   | — |   |
| NBH Group LLC                                           |   | 08/19/2026            |   | Healthcare, Education and Childcare |   |                | 6.50     | %      |                                         | 1M L+550   |     |              |   | 7,561  |   |    |   | 7,413          |     |   |   | 7,410  |     |
| NBH Group LLC (Revolver) (7)                            |   | 08/19/2026            |   | Healthcare, Education and Childcare |   |                | — |   |                                         |       | — |              |   |   | 1,163  |    |   |           | — |   |   |   | (23      | )      |
| OIS Management Services, LLC                            |   | 07/09/2026            |   | Healthcare, Education and Childcare |   |                | 5.75     | %      |                                         | 3M L+475   |     |              |   | 3,893  |   |    |   | 3,843          |     |   |   | 3,834  |     |
| OIS Management Services, LLC (7)                        |   | 07/09/2023            |   | Healthcare, Education and Childcare |   |                | — |   |                                         |       | — |              |   |   | 1,433  |    |   |           | — |   |   |   | (11      | )      |
| OIS Management Services, LLC (Revolver) (7)             |   | 07/09/2026            |   | Healthcare, Education and Childcare |   |                | — |   |                                         |       | — |              |   |   | 333    |    |   |           | — |   |   |   | (5       | )      |
| One Stop Mailing, LLC                                   |   | 05/07/2027            |   | Cargo Transport                     |   |                | 7.25     | %      |                                         | 3M L+625   |     |              |   | 14,920 |   |    |   | 14,631         |     |   |   | 14,659 |     |
| ORL Acquisition, Inc.                                   |   | 09/03/2027            |   | Business Services                   |   |                | 6.25     | %      |                                         | 3M L+525   |     |              |   | 5,041  |   |    |   | 4,941          |     |   |   | 4,940  |     |
| ORL Acquisition, Inc. (Revolver) (7)                    |   | 09/03/2027            |   | Business Services                   |   |                | — |   |                                         |       | — |              |   |   | 597    |    |   |           | — |   |   |   | — |   |
| Ox Two, LLC                                             |   | 05/18/2026            |   | Building Materials                  |   |                | 7.00     | %      |                                         | 1M L+600   |     |              |   | 15,671 |   |    |   | 15,435         |     |   |   | 15,358 |     |
| Ox Two, LLC (Revolver)                                  |   | 05/18/2026            |   | Building Materials                  |   |                | 7.00     | %      |                                         | 1M L+600   |     |              |   | 645    |   |    |   | 645            |     |   |   | 632    |     |
| Ox Two, LLC (Revolver) (7)                         |   | 05/18/2026            |   | Building Materials                  |   |                | — |   |                                         |       | — |              |   |   | 1,774  |    |   |           | — |   |   |   | (35      | )      |
| PRA Events, Inc.                                        |   | 08/07/2025            |   | Business Services                   |   |                | 11.50    | %      |                                         | 3M L+1,050 |     |              |   | 23,675 |   |    |   | 20,421         |     |   |   | 22,373 |     |
|                                                    |   |                  |   |                                |   | (PIK 11.50%)        |     |   |                                         |       |     |              |   |   |   |    |   |           |     |
| PRA Events, Inc. (Revolver)                             |   | 08/07/2025            |   | Business Services                   |   |                | 11.50    | %      |                                         | 3M L+1,050 |     |              |   | 2,461  |   |    |   | 2,123          |     |   |   | 2,326  |     |
|                                                    |   |                  |   |                                |   | (PIK 11.50%)        |     |   |                                         |       |     |              |   |   |   |    |   |           |     |
| Quantic Electronics, LLC                                |   | 11/19/2026            |   | Aerospace and Defense               |   |                | 7.25     | %      |                                         | 1M L+625   |     |              |   | 6,188  |   |    |   | 6,095          |     |   |   | 6,064  |     |
| Quantic Electronics, LLC (7)                       |   | 11/19/2026            |   | Aerospace and Defense               |   |                | — |   |                                         |       | — |              |   |   | 2,094  |    |   |           | — |   |   |   | (21      | )      |
| Quantic Electronics, LLC (Revolver) (7)                 |   | 11/19/2026            |   | Aerospace and Defense               |   |                | — |   |                                         |       | — |              |   |   | 528    |    |   |           | — |   |   |   | (11      | )      |
| Questex, LLC                                            |   | 09/09/2024            |   | Media                               |   |                | 6.00     | %      |                                         | 3M L+500   |     |              |   | 21,825 |   |    |   | 21,584         |     |   |   | 20,516 |     |
| Questex, LLC (Revolver)                                 |   | 09/09/2024            |   | Media                               |   |                | 6.00     | %      |                                         | 3M L+500   |     |              |   | 2,154  |   |    |   | 2,154          |     |   |   | 2,025  |     |
| Questex, LLC (Revolver) (7)                             |   | 09/09/2024            |   | Media                               |   |                | — |   |                                         |       | — |              |   |   | 1,436  |    |   |           | — |   |   |   | (86      | )      |
| Radius Aerospace, Inc. (Revolver) (7)                   |   | 03/31/2025            |   | Aerospace and Defense               |   |                | — |   |                                         |       | — |              |   |   | 2,227  |    |   |           | — |   |   |   | (63      | )      |
| Rancho Health MSO, Inc. (7)                             |   | 12/18/2025            |   | Healthcare, Education and Childcare |   |                | — |   |                                         |       | — |              |   |   | 1,050  |    |   |           | — |   |   |   | — |   |
| Rancho Health MSO, Inc. (Revolver) (7)                  |   | 12/18/2025            |   | Healthcare, Education and Childcare |   |                | — |   |                                         |       | — |              |   |   | 525    |    |   |           | — |   |   |   | — |   |
| Recteq, LLC (Revolver) (7)                              |   | 01/29/2026            |   | Consumer Products                   |   |                | — |   |                                         |       | — |              |   |   | 1,127  |    |   |           | — |   |   |   | (11      | )      |
| Research Horizons, LLC                                  |   | 06/28/2022            |   | Media                               |   |                | 7.25     | %      |                                         | 1M L+625   |     |              |   | 28,796 |   |    |   | 28,682         |     |   |   | 28,508 |     |
| Research Now Group, Inc. and Dynata, LLC                |   | 12/20/2024            |   | Business Services                   |   |                | 6.50     | %      |                                         | 3M L+550   |     |              |   | 2,884  |   |    |   | 2,884          |     |   |   | 2,847  |     |
| Riverpoint Medical, LLC (Revolver) (7)                  |   | 06/20/2025            |   | Healthcare, Education and Childcare |   |                | — |   |                                         |       | — |              |   |   | 364    |    |   |           | — |   |   |   | (4       | )      |
| Riverside Assessments, LLC                              |   | 03/10/2025            |   | Education                           |   |                | 6.75     | %      |                                         | 3M L+575   |     |              |   | 16,174 |   |    |   | 15,952         |     |   |   | 15,769 |     |
| Sales Benchmark Index LLC (Revolver) (7)                |   | 01/03/2025            |   | Business Services                   |   |                | — |   |                                         |       | — |              |   |   | 732    |    |   |           | — |   |   |   | (18      | )      |
| Sargent & Greenleaf Inc. (Revolver)                 |   | 12/20/2024            |   | Electronics                         |   |                | 7.00     | %      |                                         | 3M L+550   |     |              |   | 299    |   |    |   | 299            |     |   |   | 299    |     |
| Sargent & Greenleaf Inc. (Revolver) (7)             |   | 12/20/2024            |   | Electronics                         |   |                | — |   |                                         |       | — |              |   |   | 299    |    |   |           | — |   |   |   | — |   |
| Schlesinger Global, Inc.                                |   | 07/14/2025            |   | Business Services                   |   |                | 8.00     | %      |                                         | 3M L+700   |     |              |   | 512    |   |    |   | 507            |     |   |   | 489    |     |
|                                                    |   |                  |   |                                |   | (PIK 1.00%)         |     |   |                                         |       |     |              |   |   |   |    |   |           |     |
| Schlesinger Global, Inc. (Revolver)                     |   | 07/14/2025            |   | Business Services                   |   |                | 8.00     | %      |                                         | 3M L+700   |     |              |   | 24     |   |    |   | 24             |     |   |   | 23     |     |
|                                                    |   |                  |   |                                |   | (PIK 1.00%)         |     |   |                                         |       |     |              |   |   |   |    |   |           |     |
| Schlesinger Global, Inc. (Revolver)(7)                  |   | 07/14/2025            |   | Business Services                   |   |                | — |   |                                         |       | — |              |   |   | 14     |    |   |           | — |   |   |   | (1       | )      |
| Sigma Defense Systems, LLC                              |   | 12/18/2025            |   | Telecommunications                  |   |                | 9.75     | %      |                                         | 3M L+875   |     |              |   | 6,520  |   |    |   | 6,378          |     |   |   | 6,406  |     |
| Sigma Defense Systems, LLC (Revolver) (7)               |   | 12/18/2025            |   | Telecommunications                  |   |                | — |   |                                         |       | — |              |   |   | 951    |    |   |           | — |   |   |   | (17      | )      |
| Signature Systems Holding Company - Term Loan II        |   | 12/31/2021            |   | Chemicals, Plastics and Rubber      |   |                | 8.50     | %      |                                         | 3M L+750   |     |              |   | 806    |   |    |   | 802            |     |   |   | 798    |     |
| Signature Systems Holding Company (Revolver)            |   | 05/03/2024            |   | Chemicals, Plastics and Rubber      |   |                | 8.50     | %      |                                         | 3M L+750   |     |              |   | 484    |   |    |   | 484            |     |   |   | 479    |     |
| Signature Systems Holding Company (Revolver) (7)        |   | 05/03/2024            |   | Chemicals, Plastics and Rubber      |   |                | — |   |                                         |       | — |              |   |   | 1,532  |    |   |           | — |   |   |   | (15      | )      |
| Solutionreach, Inc. (Revolver) (7)                      |   | 01/17/2024            |   | Communications                      |   |                | — |   |                                         |       | — |              |   |   | 1,665  |    |   |           | — |   |   |   | — |   |
| Spear Education, LLC                                    |   | 02/26/2025            |   | Education                           |   |                | 6.00     | %      |                                         | 3M L+500   |     |              |   | 14,898 |   |    |   | 14,781         |     |   |   | 14,898 |     |
| Spear Education, LLC (7)                                |   | 02/26/2022            |   | Education                           |   |                | — |   |                                         |       | — |              |   |   | 6,875  |    |   |           | — |   |   |   | — |   |
| Spectacle Gary Holdings, LLC                            |   | 12/23/2025            |   | Hotels, Motels, Inns and Gaming     |   |                | 11.00    | %      |                                         | 1M L+900   |     |              |   | 21,546 |   |    |   | 20,972         |     |   |   | 23,391 |     |
| TAC LifePort Purchaser, LLC (Revolver) (7)              |   | 03/01/2026            |   | Aerospace and Defense               |   |                | — |   |                                         |       | — |              |   |   | 620    |    |   |           | — |   |   |   | (0       | )      |
| The Bluebird Group LLC                                  |   | 07/27/2026            |   | Business Services                   |   |                | 8.00     | %      |                                         | 3M L+700   |     |              |   | 5,606  |   |    |   | 5,496          |     |   |   | 5,570  |     |
| The Bluebird Group LLC (Revolver) (7)                   |   | 07/27/2026            |   | Business Services                   |   |                | — |   |                                         |       | — |              |   |   | 734    |    |   |           | — |   |   |   | (5       | )      |
| The Vertex Companies, LLC                               |   | 08/30/2027            |   | Business Services                   |   |                | 6.50     | %      |                                         | 1M L+550   |     |              |   | 4,577  |   |    |   | 4,486          |     |   |   | 4,491  |     |
| The Vertex Companies, LLC (7)                           |   | 08/30/2027            |   | Business Services                   |   |                | — |   |                                         |       | — |              |   |   | 2,221  |    |   |           | — |   |   |   | (19      | )      |
| The Vertex Companies, LLC (Revolver) (7)                |   | 08/30/2027            |   | Business Services                   |   |                | — |   |                                         |       | — |              |   |   | 740    |    |   |           | — |   |   |   | (14      | )      |
| TPC Canada Parent, Inc. and TPC US Parent, LLC (8),(11) |   | 11/24/2025            |   | Food                                |   |                | 6.25     | %      |                                         | 3M L+525   |     |              |   | 1,771  |   |    |   | 1,771          |     |   |   | 1,718  |     |
| TVC Enterprises, LLC                                    |   | 03/26/2026            |   | Transportation                      |   |                | 6.75     | %      |                                         | 1M L+575   |     |              |   | 15,506 |   |    |   | 15,347         |     |   |   | 15,506 |     |
| TVC Enterprises, LLC (Revolver) (7)                     |   | 03/26/2026            |   | Transportation                      |   |                | — |   |                                         |       | — |              |   |   | 2,702  |    |   |           | — |   |   |   | — |   |
| TWS Acquisition Corporation                             |   | 06/16/2025            |   | Education                           |   |                | 7.25     | %      |                                         | 1M L+625   |     |              |   | 4,137  |   |    |   | 4,137          |     |   |   | 4,137  |     |
| TWS Acquisition Corporation (Revolver) (7)              |   | 06/16/2025            |   | Education                           |   |                | — |   |                                         |       | — |              |   |   | 1,644  |    |   |           | — |   |   |   | — |   |
| Tyto Athene, LLC  (Revolver) (7)                        |   | 04/01/2026            |   | Aerospace and Defense               |   |                | — |   |                                         |       | — |              |   |   | 364    |    |   |           | — |   |   |   | — |   |
| Walker Edison Furniture Company LLC                     |   | 03/31/2027            |   | Home and Office Furnishings         |   |                | 6.75     | %      |                                         | 3M L+575   |     |              |   | 24,875 |   |    |   | 24,293         |     |   |   | 23,942 |     |
| Wildcat Buyerco, Inc.                                   |   | 02/27/2026            |   | Electronics                         |   |                | 6.00     | %      |                                         | 3M L+500   |     |              |   | 1,629  |   |    |   | 1,612          |     |   |   | 1,621  |     |
| Wildcat Buyerco, Inc. (7)                               |   | 02/27/2022            |   | Electronics                         |   |                | — |   |                                         |       | — |              |   |   | 2,574  |    |   |           | — |   |   |   | 16       |   |
| Wildcat Buyerco, Inc. (Revolver) (7)                    |   | 02/27/2026            |   | Electronics                         |   |                | — |   |                                         |       | — |              |   |   | 551    |    |   |           | — |   |   |   | (7       | )      |
| Total First Lien Secured Debt                           |   |                  |   |                                |   |                |     |   |                                         |       |     | 509,046           |   |   |   | 511,405 |   |
| Second Lien Secured Debt—16.2%                   |   |                  |   |                                |   |                |     |   |                                         |       |     |              |   |   |   |    |   |           |     |
| Atlas Purchaser, Inc                                    |   | 05/07/2029            |   | Telecommunications                  |   |                | 9.75     | %      |                                         | 3M L+900   |     |              |   | 17,000 |   |    |   | 16,506         |     |   |   | 16,873 |     |
| Data Axle, Inc.                                         |   | 04/03/2024            |   | Other Media                         |   |                | 10.25    | %      |                                         | 3M L+925   |     |              |   | 20,400 |   |    |   | 20,220         |     |   |   | 20,400 |     |
| ENC Parent Corporation                                  |   | 08/19/2029            |   | Business Services                   |   |                | 8.25     | %      |                                         | 3M L+750   |     |              |   | 7,500  |   |    |   | 7,426          |     |   |   | 7,425  |     |
| Halo Buyer, Inc.                                        |   | 07/06/2026            |   | Consumer Products                   |   |                | 9.25     | %      |                                         | 1M L+825   |     |              |   | 32,500 |   |    |   | 32,106         |     |   |   | 31,119 |     |
| Inventus Power, Inc.                                    |   | 09/29/2024            |   | Electronics                         |   |                | 9.50     | %      |                                         | 3M L+850   |     |              |   | 16,593 |   |    |   | 16,292         |     |   |   | 16,261 |     |
| QuantiTech LLC                                          |   | 02/04/2027            |   | Aerospace and Defense               |   |                | 11.00    | %      |                                         | 3M L+1,000 |     |              |   | 150    |   |    |   | 147            |     |   |   | 147    |     |
| VT Topco, Inc.                                          |   | 08/17/2026            |   | Business Services                   |   |                | 7.06     | %      |                                         | 3M L+675   |     |              |   | 15,000 |   |    |   | 14,922         |     |   |   | 15,000 |     |
| Total Second Lien Secured Debt                          |   |                  |   |                                |   |                |     |   |                                         |       | $        | 107,620           |   |   | $      | 107,225 |   |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

15

----

 

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

September 30, 2021

(In thousands, except share data)

|                                                               |        |                       |          |        |                        |                                           |                     |          |          |                                              |        |          |                   |        |        |        |           |        |                |        |          |        |        |          |          |        |
|---------------------------------------------------------------|--------|-----------------------|----------|--------|------------------------|-------------------------------------------|---------------------|----------|----------|----------------------------------------------|--------|----------|-------------------|--------|--------|--------|-----------|--------|----------------|--------|----------|--------|--------|----------|----------|--------|
| Issuer Name                                                   |   | Maturity / Expiration |     |   | Industry               |                                      | Current Coupon |     |     | Basis Point Spread Above Index (4) |   |     | Par / Shares |   |   | Cost   |      |   | Fair Value (3) |   |
| Subordinated Debt/Corporate Notes—8.6%                 |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |
| Blackhawk Industrial Distribution, Inc.                       |   | 03/17/2025            |     |   | Distribution           |                                      |                | 12.00    | %        |                                         |   | — |              |   |   | 14,335 |      |   | $              | 14,165 |     |   | $      | 14,335   |     |
|                                                          |   |                  |     |   |                   |                                      | (PIK 2.00%)         |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Cascade Environmental LLC                                     |   | 12/30/2023            |     |   | Environmental Services |                                      |                | 13.00    | %        |                                         |   | — |              |   |   | 42,468 |      |   |           | 42,150 |     |   |   | 42,680   |     |
|                                                          |   |                  |     |   |                   |                                      | (PIK 13.00%)        |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Total Subordinated Debt/Corporate Notes                       |   |                  |     |   |                   |                                      |                |     |     |                                         |   | 56,315   |              |   |   | 57,015 |      |
| Preferred Equity/Partnership Interests—3.9% (6)        |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |
| Ad.net Holdings, Inc. (9)                                     |   |                  | — |   |                   | Media                                     |                |     | — |                                         |   |     | —          |   |   |   | 2,400     |   |           |   | 240      |   |   |     | 240      |   |
| AH Newco Equityholdings, LLC                                  |   |                  | — |   |                   | Healthcare, Education and Childcare       |                |     | 6.00     | %                                            |   |     | —          |   |   |   | 211       |   |           |   | 500      |   |   |     | 944      |   |
| Cascade Environmental LLC                                     |   |                  | — |   |                   | Environmental Services                    |                |     | 16.00    | %                                            |   |     | —          |   |   |   | 178,304   |   |           |   | 17,607   |   |   |     | 21,133   |   |
| Mars Intermediate Holdings II, Inc                            |   |                  |     |   | Media                  |                                      |                | — |     |                                         |   | — |              |   |   | 414    |      |   |           | 414    |     |   |   | 432      |     |
| MeritDirect Holdings, LP (9)                                  |   |                  | — |   |                   | Media                                     |                |     | — |                                         |   |     | —          |   |   |   | 540       |   |           |   | 540      |   |   |     | 693      |   |
| NXOF Holdings, Inc. (Tyto Athene, LLC)                        |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 160       |   |           |   | 160      |   |   |     | 202      |   |
| ORL Holdco, Inc.                                              |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 575       |   |           |   | 57       |   |   |     | 57       |   |
| Signature CR Intermediate Holdco, Inc.                        |   |                  | — |   |                   | Chemicals, Plastics and Rubber            |                |     | 12.00    | %                                            |   |     | —          |   |   |   | 1,527     |   |           |   | 1,527    |   |   |     | 1,879    |   |
| TPC Holding Company, LP (8),(11)                              |   |                  | — |   |                   | Food                                      |                |     | — |                                         |   |     | —          |   |   |   | 219       |   |           |   | 219      |   |   |     | 262      |   |
| TWD Parent Holdings, LLC (The Vertex Companies, LLC)          |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 30        |   |           |   | 30       |   |   |     | 30       |   |
| Total Preferred Equity/Partnership Interests                  |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   | 21,295    |   |           |   | 25,873   |   |
| Common Equity/Partnership Interests/Warrants—18.0% (6) |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |
| Ad.net Holdings, Inc. (9)                                     |   |                  | — |   |                   | Media                                     |                |     | — |                                         |   |     | —          |   |   |   | 2,667     |   |           |   | 27       |   |   |     | 49       |   |
| Affinion Group Holdings, Inc. (Warrants)                      |   | 04/10/2024            |     |   | Consumer Products      |                                      |                | — |     |                                         |   | — |              |   |   | 77,190 |      |   |           | 2,126  |     |   |   | — |     |
| AG Investco LP (9)                                            |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 805,164   |   |           |   | 805      |   |   |     | 1,192    |   |
| AG Investco LP (7), (9)                                       |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 194,836   |   |           |   | — |   |   |     | — |   |
| Altamira Intermediate Company II, Inc.                        |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 125,000   |   |           |   | 125      |   |   |     | 33       |   |
| Atlas Investment Aggregator, LLC (9)                          |   |                  | — |   |                   | Telecommunications                        |                |     | — |                                         |   |     | —          |   |   |   | 1,700,000 |   |           |   | 1,700    |   |   |     | 1,710    |   |
| Cascade Environmental Holdings, LLC (9)                       |   |                  | — |   |                   | Environmental Services                    |                |     | — |                                         |   |     | —          |   |   |   | 33,901    |   |           |   | 2,852    |   |   |     | 478      |   |
| CI (Allied) Investment Holdings, LLC                          |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 120,962   |   |           |   | 1,243    |   |   |     | 475      |   |
| (PRA Events, Inc.) (9)                                        |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Connatix Parent, LLC                                          |   |                  | — |   |                   | Media                                     |                |     | — |                                         |   |     | —          |   |   |   | 57,416    |   |           |   | 632      |   |   |     | 635      |   |
| Cowboy Parent LLC                                             |   |                  | — |   |                   | Distribution                              |                |     | — |                                         |   |     | —          |   |   |   | 22,500    |   |           |   | 2,250    |   |   |     | 1,902    |   |
| (Blackhawk Industrial Distribution, Inc.)                     |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Crane 1 Acquisition Parent Holdings, L.P.                     |   |                  | — |   |                   | Personal, Food and Miscellaneous Services |                |     | — |                                         |   |     | —          |   |   |   | 113       |   |           |   | 104      |   |   |     | 104      |   |
| Crash Champion Holdings, LLC (9)                              |   |                  | — |   |                   | Auto Sector                               |                |     | — |                                         |   |     | —          |   |   |   | 36        |   |           |   | 328      |   |   |     | 369      |   |
| Delta InvestCo LP (Sigma Defense Systems, LLC) (9)            |   |                  | — |   |                   | Telecommunications                        |                |     | — |                                         |   |     | —          |   |   |   | 570,522   |   |           |   | 571      |   |   |     | 488      |   |
| Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (9)       |   |                  | — |   |                   | Telecommunications                        |                |     | — |                                         |   |     | —          |   |   |   | 570,522   |   |           |   | — |   |   |     | (82      | )      |
| ECM Investors, LLC (9)                                        |   |                  | — |   |                   | Electronics                               |                |     | — |                                         |   |     | —          |   |   |   | 167,537   |   |           |   | 41       |   |   |     | 565      |   |
| eCommission Holding Corporation (11)                          |   |                  | — |   |                   | Financial Services                        |                |     | — |                                         |   |     | —          |   |   |   | 80        |   |           |   | 1,005    |   |   |     | 1,153    |   |
| FedHC InvestCo LP (9)                                         |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 3,331     |   |           |   | 333      |   |   |     | 339      |   |
| FedHC InvestCo LP (7),(9)                                     |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 4,072     |   |           |   | — |   |   |     | — |   |
| Gauge Lash Coinvest LLC                                       |   |                  | — |   |                   | Consumer Products                         |                |     | — |                                         |   |     | —          |   |   |   | 889,376   |   |           |   | 136      |   |   |     | 3,558    |   |
| Gauge Schlesinger Coinvest, LLC                               |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 9         |   |           |   | 9        |   |   |     | 9        |   |
| Gauge TVC Coinvest, LLC                                       |   |                  | — |   |                   | Transportation                            |                |     | — |                                         |   |     | —          |   |   |   | 810,645   |   |           |   | — |   |   |     | 2,663    |   |
| (TVC Enterprises, LLC)                                        |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   | —  |   |           |   | — |   |
| GCOM InvestCo LP (9)                                          |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 1,855     |   |           |   | 809      |   |   |     | 352      |   |
| GCOM InvestCo LP (7),(9)                                      |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 965       |   |           |   | — |   |   |     | — |   |
| Go Dawgs Capital III, LP                                      |   |                  | — |   |                   | Building Materials                        |                |     | — |                                         |   |     | —          |   |   |   | 675,325   |   |           |   | 675      |   |   |     | 844      |   |
| (American Insulated Glass, LLC) (9)                           |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Green Veracity Holdings, LP - Class A                         |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 15,000    |   |           |   | 1,500    |   |   |     | 5,320    |   |
| (VT Topco, Inc.)                                              |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Hancock Claims Consultants Investors, LLC (9)                 |   |                  | — |   |                   | Insurance                                 |                |     | — |                                         |   |     | —          |   |   |   | 450,000   |   |           |   | 450      |   |   |     | 613      |   |
| Infogroup Parent Holdings, Inc. (Data Axle, Inc.)             |   |                  | — |   |                   | Other Media                               |                |     | — |                                         |   |     | —          |   |   |   | 181,495   |   |           |   | 2,040    |   |   |     | 3,221    |   |
| Ironclad Holdco, LLC (Applied Technical Services, LLC) (9)    |   |                  | — |   |                   | Environmental Services                    |                |     | — |                                         |   |     | —          |   |   |   | 3,960     |   |           |   | 390      |   |   |     | 434      |   |
| ITC Rumba, LLC (Cano Health, LLC) (9)                         |   |                  | — |   |                   | Healthcare, Education and Childcare       |                |     | — |                                         |   |     | —          |   |   |   | 375,675   |   |           |   | — |   |   |     | 60,808   |   |
| JWC-WE Holdings, L.P.                                         |   |                  | — |   |                   | Home and Office Furnishings               |                |     | — |                                         |   |     | —          |   |   |   | 1,906,433 |   |           |   | — |   |   |     | 6,616    |   |
| (Walker Edison Furniture Company LLC) (9)                     |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Kadmon Holdings, Inc. (5)                                     |   |                  | — |   |                   | Healthcare, Education and Childcare       |                |     | — |                                         |   |     | —          |   |   |   | 252,014   |   |           |   | 2,266    |   |   |     | 2,195    |   |
| Kentucky Racing Holdco, LLC (Warrants) (9)                    |   |                  | — |   |                   | Hotels, Motels, Inns and Gaming           |                |     | — |                                         |   |     | —          |   |   |   | 161,252   |   |           |   | — |   |   |     | 1,147    |   |
| KL Stockton Co-Invest LP (Any Hour Services) (9)              |   |                  | — |   |                   | Personal, Food and Miscellaneous Services |                |     | — |                                         |   |     | —          |   |   |   | 382,353   |   |           |   | 382      |   |   |     | 382      |   |
| Lariat ecoserv Co-Invest Holdings, LLC (9)                    |   |                  | — |   |                   | Environmental Services                    |                |     | — |                                         |   |     | —          |   |   |   | 363,656   |   |           |   | 364      |   |   |     | 1,044    |   |
| Lightspeed Investment Holdco LLC                              |   |                  | — |   |                   | Healthcare, Education and Childcare       |                |     | — |                                         |   |     | —          |   |   |   | 273,143   |   |           |   | 273      |   |   |     | 315      |   |
| Mars Intermidiate Holdings II, Inc.                           |   |                  | — |   |                   | Media                                     |                |     | — |                                         |   |     | —          |   |   |   | 414       |   |           |   | — |   |   |     | 169      |   |
| MeritDirect Holdings, LP (9)                                  |   |                  | — |   |                   | Media                                     |                |     | — |                                         |   |     | —          |   |   |   | 540       |   |           |   | — |   |   |     | 126      |   |
| Municipal Emergency Services, Inc.                            |   |                  | — |   |                   | Distribution                              |                |     | — |                                         |   |     | —          |   |   |   | 1,593,514 |   |           |   | 1,594    |   |   |     | 1,594    |   |
| NEPRT Parent Holdings, LLC (Recteq, LLC) (9)                  |   |                  | — |   |                   | Consumer Products                         |                |     | — |                                         |   |     | —          |   |   |   | 1,299     |   |           |   | 1,262    |   |   |     | 1,537    |   |
| NXOF Holdings, Inc.                                           |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 3,261     |   |           |   | 3        |   |   |     | 186      |   |
| (Tyto Athene, LLC)                                            |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| OceanSound Discovery Equity, LP                               |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 98,286    |   |           |   | 979      |   |   |     | 1,625    |   |
| (Holdco Sands Intermediate, LLC) (9)                          |   |                  |     |   |                   |                                      |                |     |     |                                         |   |     |              |   |   |   |      |   |           |   |
| Oral Surgery (ITC) Holdings, LLC (9)                          |   |                  | — |   |                   | Healthcare, Education and Childcare       |                |     | — |                                         |   |     | —          |   |   |   | 2,904     |   |           |   | 63       |   |   |     | 63       |   |
| ORL Holdco, Inc.                                              |   |                  | — |   |                   | Business Services                         |                |     | — |                                         |   |     | —          |   |   |   | 638       |   |           |   | 6        |   |   |     | 6        |   |
| QuantiTech InvestCo LP (9)                                    |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 700       |   |           |   | 66       |   |   |     | 365      |   |
| QuantiTech InvestCo LP (7),(9)                                |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 967       |   |           |   | — |   |   |     | — |   |
| QuantiTech InvestCo II LP (9)                                 |   |                  | — |   |                   | Aerospace and Defense                     |                |     | — |                                         |   |     | —          |   |   |   | 40        |   |           |   | 24       |   |   |     | 21       |   |

 

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

16

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

September 30, 2021

(In thousands, except share data)

 

|                                                                                    |        |                       |          |        |                                     |                                           |                     |          |          |                                              |            |           |                   |        |          |           |            |        |                |        |          |        |        |        |          |        |
|------------------------------------------------------------------------------------|--------|-----------------------|----------|--------|-------------------------------------|-------------------------------------------|---------------------|----------|----------|----------------------------------------------|------------|-----------|-------------------|--------|----------|-----------|------------|--------|----------------|--------|----------|--------|--------|--------|----------|--------|
| Issuer Name                                                                        |   | Maturity / Expiration |     |   | Industry                            |                                      | Current Coupon |     |     | Basis Point Spread Above Index (4) |       |      | Par / Shares |   |     | Cost      |       |   | Fair Value (3) |   |
| RFMG Parent, LP (Rancho Health MSO, Inc.)                                          |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |     | — |                                         |       |      | —          |   |     |      | 1,050,000  |   |           | $      | 1,050    |   |   | $      | 1,253    |   |
| SBI Holdings Investments LLC                                                       |   |                  | — |   |                                | Business Services                         |                |     | — |                                         |       |      | —          |   |     |      | 36,585     |   |           |   | 366      |   |   |   | 278      |   |
| (Sales Benchmark Index LLC)                                                        |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      | —   |   |           |   | — |   |
| Signature CR Intermediate Holdco, Inc.                                             |   |                  | — |   |                                | Chemicals, Plastics and Rubber            |                |     | — |                                         |       |      | —          |   |     |      | 80         |   |           |   | 80       |   |   |   | — |   |
| SSC Dominion Holdings, LLC                                                         |   |                  | — |   |                                | Electronics                               |                |     | — |                                         |       |      | —          |   |     |      | 1,500      |   |           |   | 1,500    |   |   |   | 1,890    |   |
| Class A (US Dominion, Inc.)                                                        |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      | —   |   |           |   | — |   |
| SSC Dominion Holdings, LLC                                                         |   |                  | — |   |                                | Electronics                               |                |     | — |                                         |       |      | —          |   |     |      | 1,500      |   |           |   | — |   |   |   | 3,534    |   |
| Class B (US Dominion, Inc.)                                                        |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      | —   |   |           |   | — |   |
| StellPen Holdings, LLC (CF512, Inc.)                                               |   |                  | — |   |                                | Media                                     |                |     | — |                                         |       |      | —          |   |     |      | 153,846    |   |           |   | 154      |   |   |   | 154      |   |
| TAC LifePort Holdings, LLC (9)                                                     |   |                  | — |   |                                | Aerospace and Defense                     |                |     | — |                                         |       |      | —          |   |     |      | 232,558    |   |           |   | 233      |   |   |   | 260      |   |
| TPC Holding Company, LP (8). (11)                                             |   |                  | — |   |                                | Food                                      |                |     | — |                                         |       |      | —          |   |     |      | 11,527     |   |           |   | 12       |   |   |   | 33       |   |
| TWD Parent Holdings, LLC (The Vertex Companies, LLC)                               |   |                  | — |   |                                | Business Services                         |                |     | — |                                         |       |      | —          |   |     |      | 608        |   |           |   | 1        |   |   |   | 1        |   |
| U.S. Well Services, Inc. - Class A (5), (11)                                       |   |                  | — |   |                                | Oil and Gas                               |                |     | — |                                         |       |      | —          |   |     |      | 1,261,201  |   |           |   | 3,022    |   |   |   | 914      |   |
| UniVista Insurance                                                                 |   |                  | — |   |                                | Business Services                         |                |     | — |                                         |       |      | —          |   |     |      | 400        |   |           |   | 400      |   |   |   | 405      |   |
| Wildcat Parent, LP (Wildcat Buyerco, Inc.)                                         |   |                  | — |   |                                | Electronics                               |                |     | — |                                         |       |      | —          |   |     |      | 2,314      |   |           |   | 231      |   |   |   | 411      |   |
| ZS Juniper L.P.                                                                    |   |                  | — |   |                                | Personal, Food and Miscellaneous Services |                |     | — |                                         |       |      | —          |   |     |      | 1,056      |   |           |   | 1,056    |   |   |   | 5,227    |   |
| (Juniper Landscaping of Florida, LLC) (9)                                          |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      |       |   |           |   |
| Total Common Equity/Partnership Interests/Warrants                                 |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 35,536    |              |   |     | 118,982   |       |
| Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies            |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 729,811   |              |   |     | 820,500   |       |
| Investments in Non-Controlled, Affiliated Portfolio Companies—7.6% (1), (2) |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| Preferred Equity/Partnership Interests—6.2% (6)                             |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| ETX Energy, LLC (9)                                                           |   |                  | — |   |                                | Oil and Gas                               |                |     | — |                                         |       |      | —          |   |     |      | 61,732     |   |           |   | 6,173    |   |   |   | — |   |
| ETX Energy, LLC - Series X (9)                                                |   |                  | — |   |                                | Oil and Gas                               |                |     | — |                                         |       |      | —          |   |     |      | 10,944     |   |           |   | 1,094    |   |   |   | — |   |
| MidOcean JF Holdings Corp.                                                         |   |                  | — |   |                                | Distribution                              |                |     | — |                                         |       |      | —          |   |     |      | 153,922    |   |           |   | 15,392   |   |   |   | 41,023   |   |
| Total Preferred Equity/Partnership Interests                                       |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      | 22,660     |   |           |   | 41,023   |   |
| Common Equity/Partnership Interests/Warrants—1.4% (6)                       |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| ETX Energy, LLC (9)                                                                |   |                  | — |   |                                | Oil and Gas                               |                |     | — |                                         |       |      | —          |   |     |      | 1,658,389  |   |           |   | 29,712   |   |   |   | — |   |
| ETX Energy Management Company, LLC                                                 |   |                  | — |   |                                | Oil and Gas                               |                |     | — |                                         |       |      | —          |   |     |      | 1,754,104  |   |           |   | 1,562    |   |   |   | — |   |
| MidOcean JF Holdings Corp.                                                         |   |                  | — |   |                                | Distribution                              |                |     | — |                                         |       |      | —          |   |     |      | 65,933     |   |           |   | 24,790   |   |   |   | 9,139    |   |
| Total Common Equity/Partnership Interests/Warrants                                 |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 56,064    |              |   |     | 9,139     |       |
| Total Investments in Non-Controlled, Affiliated Portfolio Companies                |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 78,723    |              |   |     | 50,161    |       |
| Investments in Controlled, Affiliated Portfolio Companies—58.3% (1), (2)    |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| First Lien Secured Debt—6.2%                                                |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| AKW Holdings Limited (8), (10), (11)                                               |   | 03/13/2024            |     |   | Healthcare, Education and Childcare |                                      |                | 7.50     | %        |                                         | 3M L+700   |      |              | £ | 30,500   |      |       |   | 42,389         |   |     |   | 41,125 |   |
| Total First Lien Secured Debt                                                      |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 42,389    |              |   |     | 41,125    |       |
| Second Lien Secured Debt—10.6%                                              |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| Mailsouth Inc.                                                                     |   | 04/23/2025            |     |   | Printing and Publishing             |                                      |                | 15.00    | %        |                                         |       | —  |              |   |     | 11,087    |       |   |           | 11,087 |     |   |   | 11,087 |     |
|                                                                               |   |                  |     |   |                                |                                      | (PIK 15.00%)        |     |     |                                         |       |      |              |   |     |      |       |   |           |   |
| PT Network Intermediate Holdings, LLC                                              |   | 11/30/2024            |     |   | Healthcare, Education and Childcare |                                      |                | 11.00    | %        |                                         | 3M L+1,000 |      |              |   | 58,582   |      |       |   | 58,276         |   |     |   | 58,582 |   |
|                                                                               |   |                  |     |   |                                |                                      | (PIK 11.00%)        |     |     |                                         |       |      |              |   |     |      |       |   |           |   |
| Total Second Lien Secured Debt                                                     |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 69,363    |              |   |     | 69,668    |       |
| Subordinated Debt—9.7%                                                      |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| PennantPark Senior Loan Fund, LLC (11)                                             |   | 07/31/2027            |     |   | Financial Services                  |                                      |                | 9.00     | %        |                                         | 3M L+800   |      |              |   | 64,155   |      |       |   | 64,155         |   |     |   | 64,155 |   |
| Total Subordinated Debt                                                            |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 64,155    |              |   |     | 64,155    |       |
| Preferred Equity—2.0% (6)                                                   |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| CI (PTN) Investment Holdings II, LLC                                               |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |     | — |                                         |       |      | —          |   |     |      | 36,450     |   |           |   | 547      |   |   |   | — |   |
|                                                                               |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      |       |   |           |   |
| (PT Network, LLC) (9)                                                              |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      |       |   |           |   |
| PT Network Intermediate Holdings, LLC (9)                                          |   |                  |     |   | Healthcare, Education and Childcare |                                      |                | 11.00    | %        |                                         | 3M L+1,000 |      |              |   | 833      |      |       |   | 10,725         |   |     |   | 13,412 |   |
| Total Preferred Equity                                                             |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 11,272    |              |   |     | 13,412    |       |
| Common Equity—29.7% (6)                                                     |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| AKW Holdings Limited (8), (10), (11)                                               |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |     | — |                                         |       |      | —          |   |     | £    | 950        |   |           |   | 132      |   |   |   | 254      |   |
| CI (PTN) Investment Holdings II, LLC                                               |   |                  | — |   |                                | Healthcare, Education and Childcare       |                |     | — |                                         |       |      | —          |   |     |      | 333,333    |   |           |   | 5,000    |   |   |   | — |   |
|                                                                               |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      |       |   |           |   |
| (PT Network, LLC) (9)                                                              |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      |       |   |           |   |
| MSpark, LLC                                                                        |   |                  | — |   |                                | Printing and Publishing                   |                |     | — |                                         |       |      | —          |   |     |      | 51,151     |   |           |   | 16,516   |   |   |   | 11,013   |   |
| PennantPark Senior Loan Fund, LLC (11)                                             |   |                  | — |   |                                | Financial Services                        |                |     | — |                                         |       |      | —          |   |     |      | 33,830,005 |   |           |   | 33,893   |   |   |   | 41,160   |   |
| PT Network Intermediate Holdings, LLC (9)                                          |   |                  |     |   | Healthcare, Education and Childcare |                                      |                | — |     |                                         |       | —  |              |   |     | 621       |       |   |           | 7,159  |     |   |   | 62,131 |     |
| RAM Energy Holdings LLC                                                            |   |                  | — |   |                                | Energy and Utilities                      |                |     | — |                                         |       |      | —          |   |     |      | 180,805    |   |           |   | 162,708  |   |   |   | 81,710   |   |
| Total Common Equity                                                                |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 225,408   |              |   |     | 196,269   |       |
| Total Investments in Controlled, Affiliated Portfolio Companies                    |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 412,587   |              |   |     | 384,628   |       |
| Total Investments—190.2%                                                    |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 1,221,121 |              |   |     | 1,255,289 |       |
| Cash and Cash Equivalents—3.1%                                              |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |
| BlackRock Federal FD Institutional 30                                              |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      | 18,220     |   |           |   | 18,220   |   |
| BNY Mellon Cash Reserve and Cash                                                   |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   |     |      | 2,163      |   |           |   | 2,137    |   |
| Total Cash and Cash Equivalents                                                    |   |                  |     |   |                                |                                      |                |     |     |                                         |       | 20,383    |              |   |     | 20,357    |       |
| Total Investments and Cash Equivalents—193.2%                               |   |                  |     |   |                                |                                      |                |     |     |                                         | $          | 1,241,504 |              |   | $        | 1,275,646 |       |
| Liabilities in Excess of Other Assets—(93.2%)                               |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              |   | (615,502 | )         |
| Net Assets—100.0%                                                           |   |                  |     |   |                                |                                      |                |     |     |                                         |       |      |              | $      | 660,144  |      |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

17

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1)  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (2)  | 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 (See Note 6).                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (3)  | Valued based on our accounting policy (See Note 2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (4)  | 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,” the Euro Interbank Offered Rate, or EURIBOR or “E,” 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, 90-day or 180-day LIBOR rate (1M L, 3M L, or 6M L, respectively), and EURIBOR loans are typically indexed to a 90-day EURIBOR rate (3M E), 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. |
| (5)  | The security was not valued using significant unobservable inputs. The value of all other securities was determined using significant unobservable inputs (See Note 5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (6)  | Non-income producing securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (7)  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (8)  | Non-U.S. company or principal place of business outside the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (9)  | Investment is held through our Taxable Subsidiary (See Note 1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (10) | Par / Shares amount is denominated in British Pounds (£) as denoted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (11) | 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, 2021, qualifying assets represent 88% of the Company’s total assets and non-qualifying assets represent 12% of the Company’s total assets.                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

18

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2022

 

 

1. ORGANIZATION

 

PennantPark Investment Corporation was organized as a Maryland corporation in January 2007. 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 objective is to generate both current income and capital appreciation while seeking to preserve capital through debt and equity investments. We invest primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. On April 24, 2007, we closed our initial public offering. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Our common stock trades on the New York Stock Exchange under the symbol “PNNT.”

 

We have 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. PennantPark Investment, through the Investment Adviser, manages the day-to-day operations of, and provides investment advisory services to, SBIC II under a separate investment management agreement. We have also entered into an administration agreement, or the Administration Agreement, with the Administrator, which provides the administrative services necessary for us to operate. PennantPark Investment, through the Administrator, also provides similar services to SBIC II under a separate administration agreement. See Note 3.

 

SBIC II, our wholly-owned subsidiary, was organized as a Delaware limited partnership in 2012. SBIC II received a license from the SBA to operate as a SBIC under Section 301(c) of the 1958 Act. SBIC II’s objectives are to generate both current income and capital appreciation through debt and equity investments generally by investing with us in SBA-eligible businesses that meet the investment selection criteria used by PennantPark Investment.

 

On July 31, 2020, we and certain entities and managed accounts of the private credit investment manager of Pantheon Ventures (UK) LLP, or Pantheon, entered into a limited liability company agreement to co-manage PSLF, a newly-formed unconsolidated joint venture. In connection with this transaction, we contributed in-kind our formerly wholly-owned subsidiary, Funding I. As a result of this transaction, Funding I became a wholly-owned subsidiary of PSLF and has been deconsolidated from our financial statements. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. See Note 4.

 

In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.

 

In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.436%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.

 

We have formed the Taxable Subsidiary, which is subject to tax as a corporation. The Taxable Subsidiary allows us to hold equity securities of certain portfolio companies treated as pass-through entities for federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.

 

In January 2022, we funded PennantPark-TSO Senior Loan Fund II LP, ("PTSF II"), an unconsolidated limited partnership, organized as a Delaware limited liability partnership. We sold $82.3 million in investments to a wholly-owned subsidiary of PTSF II in exchange for cash in the amount of $75.7 million and an $6.6 million equity interest in PTSF II representing 23.1% of the total outstanding Class A Units of PTSF II. We recognized $0.2 million of realized gain upon the formation of PTSF II. As of June 30, 2022, our capital commitment of $15.0 million is 100% funded and we hold 23.1% of the total outstanding Class A Units of PTSF II and a 4.99% voting interest in the general partner which manages PTSF II.

 

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 the Investment Adviser intends to continue to affirm the exclusion on an annual basis, 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. Changes in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies, the novel coronavirus (“COVID-19”) and any other parameters used in determining these estimates and assumptions could cause actual results to differ from 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 in consolidation. 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:

19

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

 

 

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 our 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. 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:

 

 

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 our 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.

 

 

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 and the Credit Facility during the reporting period, including the 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.

 

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 June 30, 2022, we had one portfolio company on non-accrual, representing 0.9% and 0.5% of our overall portfolio  on a cost and fair value basis, respectively. As of  September 30, 2021, we had no portfolio companies on non-accrual.

 

 

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 material federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of an excise tax. Additionally, certain of the Company’s consolidated subsidiaries are subject to federal, state and local income taxes.  For the three and nine months ended June 30, 2022, we recorded a provision for taxes on net investment income of $0.2 million and $0.6 million respectively, all of which pertains to U.S. federal excise tax. For the three and nine months ended June 30, 2021, we recorded a provision for taxes on net investment income of $0.2 million and $0.5 million respectively, all of which pertains to U.S. federal excise tax.

 

 

20

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

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.

 

PNNT Investment Holdings, LLC, a wholly-owned subsidiary of the Company, is subject to U.S. federal, state and local corporate income taxes.  The income tax expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.

 

For the three and nine months ended June 30, 2022, the Company recognized a provision for taxes of $1.1 million and $6.2 million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the three and nine months ended June 30, 2022, the Company recognized a provision for taxes of $8.1 million and $8.1 million, respectively, on net unrealized gain on investments by the Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments which were realized and unrealized during fiscal year ending September 30, 2022 and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains. For the three and nine months ended June 30, 2021, the Company recognized a provision for taxes of zero on net realized and unrealized gains on investments by the Taxable Subsidiary.

 

During the three and nine months ended June 30, 2022, the Company paid zero and $4.0 million, respectively, in federal taxes on realized gains on the sale of investments held by the Taxable Subsidiary. Due to offsetting losses in the three months ended June 30, 2022 the $4.0 million is expected to be refunded and is shown on the consolidated statement of assets and liabilities under prepaid expenses and other assets. The state and local tax liability of $6.2 million as of June 30, 2022 is included under accrued other expenses in the consolidated statement of assets and liabilities.

Because 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.

 

 

Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by our 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 our dividend reinvestment plan or through 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.

 

 

Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

 

 

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.

 

As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, PennantPark Investment will generally not consolidate its 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 SBIC Funds and our Taxable Subsidiary in our Consolidated Financial Statements. We do not consolidate our non-controlling interest in PSLF or PTSF II. See further description of our investment in PSLF in Note 4.

 

 

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 the Consolidated Schedules of Investments as investments.

 

(h)      Recent Accounting Pronouncements

 

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.

 

21

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

 

In June 2022, the FASB issued Accounting Standards Update, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.

 

 

 

 

 

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

 

(a)   Investment Management Agreement

 

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 2022. 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 servicer to Funding I and has irrevocably directed that the management fee owed to it with respect to such services be paid to the Company so long as the Investment Adviser remains the servicer. SBIC II’s investment management agreement does not affect the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. For providing these services, the Investment Adviser receives a fee from us, consisting of two components— a base management fee and an incentive fee or, collectively, Management Fees.

 

Base Management Fee

 

The base management fee is calculated at an annual rate of 1.50% 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. In addition, on November 13, 2018, in connection with our board of directors’ approval of the application of the modified asset coverage requirements under the 1940 Act to the Company, our board of directors also approved an amendment to the Investment Management Agreement reducing the Investment Adviser’s annual base management fee from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter-end. This amendment became effective on February 5, 2019 with the amendment and restatement of the Investment Management Agreement on April 12, 2019. 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 nine months ended June 30, 2022, the Investment Adviser earned a base management fee of $4.9 million and $15.0 million, respectively, from us. For the three and nine months ended June 30, 2021, the Investment Adviser earned a base management fee of $4.4 million and $12.8 million, respectively, from us.

 

Incentive Fee

 

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 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) 100% 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 2.1212% in any calendar quarter (8.4848% annualized), and (3) 17.5% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1212% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable.

Beginning April 1, 2020 and through June 30, 2021, the Investment Adviser has voluntarily agreed, in consultation with our board of directors, to irrevocably waive the performance-based incentive fees. For the three and nine months ended June 30, 2022, the Investment Adviser earned an incentive fee of zero and $2.7 million, respectively, on net investment income from us. For the three and nine months ended June 30, 2021, the Investment Adviser did not earn an incentive fee 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, effective January 1, 2018, equals 17.5% of our realized capital gains, (20.0% for periods prior to January 1, 2018),  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 each of three and nine months ended June 30, 2022 and 2021, 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

 

22

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

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 17.5% of such amount, less the aggregate amount of actual capital gains related to incentive fees paid in all prior years, if any. 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. For each of the three and nine months ended June 30, 2022 and 2021, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.

 

(b) Administration Agreement

 

The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 2022. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. The Administrator provides similar services to SBIC II under its administration agreement with PennantPark Investment. 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, Corporate Counsel 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 nine months ended June 30, 2022,we reimbursed the Administrator approximately $(0.2) million and $0.7 million, respectively, for the services described above. For the three and nine months ended June 30, 2021, we reimbursed the Administrator approximately $0.1 million and $0.8 million, respectively, for the services described above.

 

On July 1, 2022, the Administration Agreement with the Administrator was amended to clarify that the Administrator may be reimbursed by the Company for certain (i) tax and general legal advice and/or services provided to the Company by in-house professionals of the Administrator related to ongoing operations of the Company; and (ii) transactional legal advice and/or services provided to the Company or portfolio companies by in-house professionals of the Administrator on matters related to potential or actual investments and transactions, including tax structuring and/or due diligence.

 

(c) Other Related Party Transactions

 

There were no transactions subject to Rule 17a-7 under the 1940 Act during each of the three and nine months ended June 30, 2022 and 2021.

 

For the three and nine months ended June 30, 2022 we sold $176.0 million and $235.6 million in investments to PSLF at fair value, respectively, and recognized $0.1 million and $0.2 million of net realized gains, respectively. For the three and nine months ended June 30, 2021, we sold $54.1 million $and $91.9 million in investments to PSLF at fair value, respectively, and recognized $0.1 million and $0.6 million of net realized gains, respectively.

 

For the three and nine months ended June 30, 2022, we sold zero and $82.3 million in investments to PTSF II at fair value, respectively, and recognized zero and $0.2 million of net realized gains, respectively.

 

4. INVESTMENTS

 

Purchases of investments, including PIK interest, for the three and nine months ended June 30, 2022 totaled $326.3 million and $808.2 million, respectively. For the same periods in the prior year, purchases of investments, including PIK interest, totaled $137.4 million and $287.4 million, respectively. Sales and repayments of investments for the three and nine months ended June 30, 2022 totaled $198.3 million and $736.0 million, respectively. For the same periods in the prior year, sales and repayments of investments totaled $191.0 million and $358.6 million, respectively.

 

Investments and cash and cash equivalents consisted of the following:

 

|                                                 |        |               |           |        |                    |        |           |        |        |        |            |        |        |        |           |        |
|-------------------------------------------------|--------|---------------|-----------|--------|--------------------|--------|-----------|--------|--------|--------|------------|--------|--------|--------|-----------|--------|
|                                            |   | June 30, 2022 |      |   | September 30, 2021 |   |
| Investment Classification ($ in thousands)      |   | Cost          |      |   | Fair Value         |   |      | Cost   |   |   | Fair Value |   |
| First lien                                      |   | $             | 730,254   |   |               | $      | 721,770   |   |   | $      | 551,435    |   |   | $      | 552,530   |   |
| Second lien                                     |   |          | 137,705   |   |               |   | 129,706   |   |   |   | 176,983    |   |   |   | 176,894   |   |
| Subordinated debt / corporate notes             |   |          | 33,157    |   |               |   | 33,150    |   |   |   | 56,315     |   |   |   | 57,015    |   |
| Subordinated notes in PSLF                      |   |          | 88,011    |   |               |   | 88,011    |   |   |   | 64,155     |   |   |   | 64,154    |   |
| Equity                                          |   |          | 341,207   |   |               |   | 289,099   |   |   |   | 338,341    |   |   |   | 363,537   |   |
| Equity in PSLF                                  |   |          | 49,362    |   |               |   | 53,092    |   |   |   | 33,892     |   |   |   | 41,160    |   |
| Total investments                               |   |          | 1,379,696 |   |               |   | 1,314,828 |   |   |   | 1,221,121  |   |   |   | 1,255,290 |   |
| Cash and cash equivalents                       |   |          | 29,630    |   |               |   | 29,547    |   |   |   | 20,383     |   |   |   | 20,357    |   |
| Total investments and cash and cash equivalents |   | $             | 1,409,326 |   |               | $      | 1,344,375 |   |   | $      | 1,241,504  |   |   | $      | 1,275,647 |   |

 

 

23

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

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 as of:

 

|                                            |        |                  |          |        |        |                        |        |          |        |        |
|--------------------------------------------|--------|------------------|----------|--------|--------|------------------------|--------|----------|--------|--------|
| Industry Classification                    |   | June 30, 2022(1) |     |   |   | September 30, 2021 (1) |   |     |
| Business Services                          |   |             | 16       |   | %      |                   |   | 9        |   | %      |
| Healthcare, Education and Childcare        |   |             | 10       |   |   |                   |   | 23       |   |   |
| Consumer Products                          |   |             | 9        |   |   |                   |   | 9        |   |   |
| Energy and Utilities                       |   |             | 9        |   |   |                   |   | 7        |   |   |
| Distribution                               |   |             | 7        |   |   |                   |   | 7        |   |   |
| Financial Services                         |   |             | 5        |   |   |                   |   | — |   |   |
| Aerospace and Defense                      |   |             | 4        |   |   |                   |   | 2        |   |   |
| Home and Office Furnishings                |   |             | 4        |   |   |                   |   | 3        |   |   |
| Media                                      |   |             | 4        |   |   |                   |   | 7        |   |   |
| Telecommunications                         |   |             | 4        |   |   |                   |   | 2        |   |   |
| Auto Sector                                |   |             | 3        |   |   |                   |   | — |   |   |
| Chemicals, Plastics and Rubber             |   |             | 3        |   |   |                   |   | 1        |   |   |
| Environmental Services                     |   |             | 3        |   |   |                   |   | 6        |   |   |
| Building Materials                         |   |             | 2        |   |   |                   |   | 3        |   |   |
| Education                                  |   |             | 2        |   |   |                   |   | 3        |   |   |
| Electronics                                |   |             | 2        |   |   |                   |   | 2        |   |   |
| Hotels, Motels, Inns and Gaming            |   |             | 2        |   |   |                   |   | 4        |   |   |
| Other Media                                |   |             | 2        |   |   |                   |   | 2        |   |   |
| Transportation                             |   |             | 2        |   |   |                   |   | 2        |   |   |
| Cargo Transport                            |   |             | 1        |   |   |                   |   | 1        |   |   |
| Insurance                                  |   |             | 1        |   |   |                   |   | 2        |   |   |
| Manufacturing / Basic Industries           |   |             | 1        |   |   |                   |   | 1        |   |   |
| Personal and Non-Durable Consumer Products |   |             | 1        |   |   |                   |   | 1        |   |   |
| Personal, Food and Miscellaneous Services  |   |             | 1        |   |   |                   |   | 1        |   |   |
| Printing and Publishing                    |   |             | 1        |   |   |                   |   | 2        |   |   |
| Retail                                     |   |             | 1        |   |   |                   |   | — |   |   |
| Other                                      |   |             | — |   |   |                   |   | — |   |   |
| Total                                      |   |             | 100      |   | %      |                   |   | 100      |   | %      |

 

 

PennantPark Senior Loan Fund, LLC

 

In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of June 30, 2022 and September 30, 2021, PSLF had total assets of $664.6 million and $417.4 million, respectively. PSLF’s portfolio consisted of debt investments in 72 and 47 portfolio companies as of June 30, 2022 and September 30, 2021, respectively. As of the same dates, we and Pantheon had no remaining commitments to fund first lien secured debt and equity interests in PSLF. As of June 30, 2022, at fair value, the largest investment in a single portfolio company in PSLF was $17.9 million and the five largest investments totaled $87.2 million. As of September 30, 2021, at fair value, the largest investment in a single portfolio company in PSLF was $16.8 million and the five largest investments totaled $74.4 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.

 

We provide capital to PSLF in the form of subordinated notes and equity interests. As of June 30, 2022 and September 30, 2021, we and Pantheon owned 60.5% and 39.5%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of June 30, 2022 and September 30, 2021 our investment in PSLF consisted of subordinated notes of $88.0 million and $64.2 million, respectively, and equity interests of $53.1 million and $41.2 million, respectively.

 

We and Pantheon each appointed two members to PSLF’s four-person Member Designees’ Committee, or the Member Designees’ Committee. All material decisions with respect to PSLF, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. Quorum is defined as (i) the presence of two members of the Member Designees’ Committee; provided that at least one individual is present that was elected, designated or appointed by each of us and Pantheon; (ii) the presence of three members of the Member Designees’ Committee, provided that the individual that was elected, designated or appointed by each of us or Pantheon, as the case may be, with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the Member Designees’ Committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each of us and Pantheon.

 

Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $225.0 million (reduced from $275.0 million on March 2, 2022) senior secured revolving credit facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 255 basis points during the investment period, or the PSLF Credit Facility, with BNP Paribas, subject to leverage and borrowing base restrictions.

 

In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC. of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC. transferred to PSLF 100% of the Preferred Shares of PennantPark CLO IV, LLC. and 100% of the Subordinated Notes issued by PennantPark CLO IV, LLC.

Below is a summary of PSLF’s portfolio at fair value:

 

 

24

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

|                                                             |        |               |         |        |                    |        |         |        |
|-------------------------------------------------------------|--------|---------------|---------|--------|--------------------|--------|---------|--------|
| ($ in thousands)                                            |   | June 30, 2022 |    |   | September 30, 2021 |   |
| Total investments                                           |   | $             | 608,375 |   |               | $      | 405,233 |   |
| Weighted average cost yield on income producing investments |   |          | 7.9     | %      |               |   | 7.1     | %      |
| Number of portfolio companies in PSLF                       |   |          | 72      |   |               |   | 47      |   |
| Largest portfolio company investment                        |   | $             | 17,897  |   |               | $      | 16,817  |   |
| Total of five largest portfolio company investments         |   | $             | 87,170  |   |               | $      | 74,445  |   |

 

Below is a listing of PSLF’s individual investments as of June 30, 2022 ($ in thousands, except share data)

 

 

25

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

|                                                                                      |        |            |        |                                                    |        |                     |        |        |                                  |          |          |         |        |        |          |         |        |                |        |         |        |        |        |        |
|--------------------------------------------------------------------------------------|--------|------------|--------|----------------------------------------------------|--------|---------------------|--------|--------|----------------------------------|----------|----------|---------|--------|--------|----------|---------|--------|----------------|--------|---------|--------|--------|--------|--------|
| Issuer Name                                                                          |   | Maturity   |   | Industry                                           |   | Current Coupon |   |   | Basis PointSpread AboveIndex (1) |     |     | Par     |   |   | Cost     |    |   | Fair Value (2) |   |
| First Lien Secured Debt - 693.3%                                                     |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |    |   |           |   |
| Ad.net Acquisition, LLC                                                              |   | 5/6/2026   |   | Media                                              |   |                | 8.25   | %      |                             | 3M L+600 |     |    |   | 4,950  |     |    | $      | 4,950          |   |    | $      | 4,950  |   |
| Alpine Acquisition Corp II                                                           |   | 11/30/2026 |   | Containers, Packaging and Glass                    |   |                | 7.22   | %      |                             | 3M L+800 |     |    |   | 10,000 |     |    |   | 9,806          |   |    |   | 9,800  |   |
| Altamira Technologies, LLC                                                           |   | 7/24/2025  |   | Aerospace and Defense                              |   |                | 9.24   | %      |                             | 3M L+550 |     |    |   | 884    |     |    |   | 876            |   |    |   | 842    |   |
| American Insulated Glass, LLC                                                        |   | 12/21/2023 |   | Building Materials                                 |   |                | 6.50   | %      |                             | 3M L+575 |     |    |   | 17,463 |     |    |   | 17,417         |   |    |   | 17,463 |   |
| Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)                      |   | 6/10/2025  |   | Media                                              |   |                | 7.75   | %      |                             | 1M L+550 |     |    |   | 13,905 |     |    |   | 13,757         |   |    |   | 13,835 |   |
| Any Hour Services                                                                    |   | 7/21/2027  |   | Personal, Food and Miscellaneous Services          |   |                | 6.75   | %      |                             |     | — |    |   |   | 9,978    |    |   |           | 9,969  |    |   |   | 9,878  |   |
| Apex Service Partners, LLC                                                           |   | 7/31/2025  |   | Personal, Food and Miscellaneous Services          |   |                | 6.25   | %      |                             | 3M L+575 |     |    |   | 6,569  |     |    |   | 6,498          |   |    |   | 6,536  |   |
| Apex Service Partners, LLC Term Loan B                                               |   | 7/31/2025  |   | Personal, Food and Miscellaneous Services          |   |                | 6.55   | %      |                             | 3M L+550 |     |    |   | 3,323  |     |    |   | 3,296          |   |    |   | 3,307  |   |
| Apex Service Partners, LLC - Term Loan C                                             |   | 7/31/2025  |   | Personal, Food and Miscellaneous Services          |   |                | 6.50   | %      |                             | 3M L+600 |     |    |   | 7,607  |     |    |   | 7,607          |   |    |   | 7,569  |   |
| Applied Technical Services, LLC                                                      |   | 12/29/2026 |   | Environmental Services                             |   |                | 8.00   | %      |                             | 3M L+500 |     |    |   | 7,388  |     |    |   | 7,296          |   |    |   | 7,295  |   |
| Blackhawk Industrial Distribution, Inc.                                              |   | 9/17/2024  |   | Distribution                                       |   |                | 7.20   | %      |                             | 3M L+600 |     |    |   | 18,078 |     |    |   | 17,829         |   |    |   | 17,897 |   |
| CF512, Inc.                                                                          |   | 8/20/2026  |   | Media                                              |   |                | 7.58   | %      |                             | 3M L+575 |     |    |   | 2,992  |     |    |   | 2,964          |   |    |   | 2,948  |   |
| Connatix Buyer, Inc.                                                                 |   | 7/13/2027  |   | Media                                              |   |                | 6.91   | %      |                             | 1M L+550 |     |    |   | 9,190  |     |    |   | 9,236          |   |    |   | 9,029  |   |
| Crash Champions, LLC                                                                 |   | 8/5/2025   |   | Auto Sector                                        |   |                | 6.83   | %      |                             | 3M L+750 |     |    |   | 15,940 |     |    |   | 15,637         |   |    |   | 15,860 |   |
| Dr. Squatch, LLC                                                                     |   | 8/31/2027  |   | Personal and Non-Durable Consumer Products         |   |                | 8.00   | %      |                             | 3M L+475 |     |    |   | 6,452  |     |    |   | 6,445          |   |    |   | 6,452  |   |
| DRS Holdings III, Inc.                                                               |   | 11/3/2025  |   | Consumer Products                                  |   |                | 7.42   | %      |                             | 3M L+600 |     |    |   | 15,182 |     |    |   | 15,099         |   |    |   | 14,742 |   |
| Duraco Specialty Tapes LLC                                                           |   | 6/30/2024  |   | Manufacturing / Basic Industries                   |   |                | 6.87   | %      |                             | 3M L+575 |     |    |   | 8,200  |     |    |   | 8,049          |   |    |   | 8,028  |   |
| ECL Entertainment, LLC                                                               |   | 5/1/2028   |   | Hotels, Motels, Inns and Gaming                    |   |                | 9.75   | %      |                             | 3M L+500 |     |    |   | 4,569  |     |    |   | 4,569          |   |    |   | 4,452  |   |
| ECM Industries, LLC                                                                  |   | 12/23/2025 |   | Electronics                                        |   |                | 6.32   | %      |                             | 3M L+600 |     |    |   | 2,823  |     |    |   | 2,757          |   |    |   | 2,766  |   |
| Exigo Intermediate II, LLC                                                           |   | 3/15/2027  |   | Business Services                                  |   |                | 6.81   | %      |                             | 1M L+575 |     |    |   | 10,000 |     |    |   | 9,863          |   |    |   | 9,850  |   |
| Global Holdings InterCo LLC                                                          |   | 3/16/2026  |   | Banking, Finance, Insurance & Real Estate      |   |                | 7.00   | %      |                             | 3M L+600 |     |    |   | 7,380  |     |    |   | 7,350          |   |    |   | 7,159  |   |
| Graffiti Buyer, Inc.                                                                 |   | 8/10/2027  |   | Distribution                                       |   |                | 8.00   | %      |                             | 3M L+550 |     |    |   | 1,979  |     |    |   | 1,943          |   |    |   | 1,925  |   |
| Hancock Roofing and Construction L.L.C.                                              |   | 12/31/2026 |   | Insurance                                          |   |                | 7.09   | %      |                             | 1M L+575 |     |    |   | 6,838  |     |    |   | 6,838          |   |    |   | 6,770  |   |
| Holdco Sands Intermediate, LLC                                                       |   | 11/23/2028 |   | Aerospace and Defense                              |   |                | 7.00   | %      |                             | 1M L+800 |     |    |   | 13,990 |     |    |   | 13,720         |   |    |   | 13,710 |   |
| HW Holdco, LLC                                                                       |   | 12/10/2024 |   | Media                                              |   |                | 6.00   | %      |                             | 3M L+700 |     |    |   | 14,475 |     |    |   | 14,325         |   |    |   | 14,186 |   |
| IDC Infusion Services, Inc.                                                          |   | 12/30/2026 |   | Healthcare, Education and Childcare                |   |                | 7.00   | %      |                             | 3M L+750 |     |    |   | 9,975  |     |    |   | 9,791          |   |    |   | 9,875  |   |
| IG Investments Holdings, LLC                                                         |   | 9/22/2028  |   | Business Services                                  |   |                | 8.02   | %      |                             | 1M L+575 |     |    |   | 4,484  |     |    |   | 4,397          |   |    |   | 4,417  |   |
| Imagine Acquisitionco, LLC                                                           |   | 11/15/2027 |   | Business Services                                  |   |                | 6.91   | %      |                             | 3M L+625 |     |    |   | 5,660  |     |    |   | 5,554          |   |    |   | 5,490  |   |
| Inception Fertility Ventures, LLC                                                    |   | 12/7/2023  |   | Healthcare, Education and Childcare                |   |                | 9.08   | %      |                             | 3M L+550 |     |    |   | 17,409 |     |    |   | 16,979         |   |    |   | 16,973 |   |
| Infolinks Media Buyco, LLC                                                           |   | 11/1/2026  |   | Media                                              |   |                | 8.00   | %      |                             | 1M L+550 |     |    |   | 6,461  |     |    |   | 6,461          |   |    |   | 6,461  |   |
| Integrity Marketing Acquisition, LLC                                                 |   | 8/27/2025  |   | Insurance                                          |   |                | 7.83   | %      |                             | 3M L+575 |     |    |   | 17,490 |     |    |   | 17,412         |   |    |   | 17,322 |   |
| K2 Pure Solutions NoCal, L.P.                                                        |   | 12/20/2023 |   | Chemicals, Plastics and Rubber                     |   |                | 9.67   | %      |                             | 3M L+550 |     |    |   | 14,475 |     |    |   | 14,333         |   |    |   | 14,345 |   |
| LAV Gear Holdings, Inc.                                                              |   | 10/31/2024 |   | Leisure, Amusement, Motion Pictures, Entertainment |   |                | 8.50   | %      |                             | 3M L+500 |     |    |   | 2,137  |     |    |   | 2,127          |   |    |   | 2,081  |   |
| Lash OpCo, LLC                                                                       |   | 2/18/2027  |   | Consumer Products                                  |   |                | 9.25   | %      |                             | 1M L+650 |     |    |   | 9,950  |     |    |   | 9,824          |   |    |   | 9,850  |   |
| Lightspeed Buyer Inc.                                                                |   | 2/3/2026   |   | Healthcare, Education and Childcare                |   |                | 7.42   | %      |                             | 3M L+475 |     |    |   | 12,377 |     |    |   | 12,137         |   |    |   | 12,129 |   |
| MAG DS Corp.                                                                         |   | 4/1/2027   |   | Aerospace and Defense                              |   |                | 7.75   | %      |                             | 3M L+550 |     |    |   | 5,585  |     |    |   | 5,124          |   |    |   | 5,083  |   |
| Mars Acquisition Holdings Corp.                                                      |   | 5/14/2026  |   | Media                                              |   |                | 7.17   | %      |                             | 1M L+625 |     |    |   | 7,940  |     |    |   | 7,880          |   |    |   | 7,861  |   |
| MBS Holdings, Inc.                                                                   |   | 4/16/2027  |   | Telecommunications                                 |   |                | 6.75   | %      |                             | 3M L+575 |     |    |   | 7,425  |     |    |   | 7,343          |   |    |   | 7,351  |   |
| Meadowlark Acquirer, LLC                                                             |   | 12/10/2027 |   | Business Services                                  |   |                | 6.84   | %      |                             | 3M L+575 |     |    |   | 2,998  |     |    |   | 2,938          |   |    |   | 2,923  |   |
| MeritDirect, LLC                                                                     |   | 5/23/2024  |   | Media                                              |   |                | 7.75   | %      |                             | 3M L+600 |     |    |   | 15,371 |     |    |   | 15,276         |   |    |   | 15,294 |   |
| Municipal Emergency Services, Inc.                                                   |   | 9/28/2027  |   | Distribution                                       |   |                | 7.25   | %      |                             | 3M L+550 |     |    |   | 4,164  |     |    |   | 4,099          |   |    |   | 4,006  |   |
| NBH Group LLC                                                                        |   | 8/19/2026  |   | Healthcare, Education and Childcare                |   |                | 6.37   | %      |                             | 3M L+575 |     |    |   | 7,524  |     |    |   | 7,442          |   |    |   | 7,486  |   |
| OIS Management Services, LLC                                                         |   | 7/9/2026   |   | Healthcare, Education and Childcare                |   |                | 5.61   | %      |                             | 3M L+600 |     |    |   | 5,316  |     |    |   | 5,266          |   |    |   | 5,236  |   |
| Owl Acquisition, LLC                                                                 |   | 2/4/2028   |   | Education                                          |   |                | 6.75   | %      |                             | 3M L+550 |     |    |   | 4,000  |     |    |   | 3,925          |   |    |   | 3,880  |   |
| Ox Two, LLC (New Issue)                                                              |   | 5/18/2026  |   | Distribution                                       |   |                | 8.00   | %      |                             | 1M L+650 |     |    |   | 4,987  |     |    |   | 4,933          |   |    |   | 4,888  |   |
| PL Acquisitionco, LLC                                                                |   | 11/9/2027  |   | Retail                                             |   |                | 8.17   | %      |                             | 1M L+575 |     |    |   | 8,656  |     |    |   | 8,506          |   |    |   | 8,505  |   |
| PlayPower, Inc.                                                                      |   | 5/8/2026   |   | Consumer Products                                  |   |                | 7.75   | %      |                             | 1M L+525 |     |    |   | 2,587  |     |    |   | 2,489          |   |    |   | 2,244  |   |
| Quantic Electronics, LLC                                                             |   | 11/19/2026 |   | Aerospace and Defense                              |   |                | 7.25   | %      |                             | 1M L+600 |     |    |   | 3,429  |     |    |   | 3,365          |   |    |   | 3,361  |   |
| Radius Aerospace, Inc.                                                               |   | 3/31/2025  |   | Aerospace and Defense                              |   |                | 6.76   | %      |                             | 3M L+600 |     |    |   | 12,784 |     |    |   | 12,676         |   |    |   | 12,592 |   |
| Rancho Health MSO, Inc.                                                              |   | 12/18/2025 |   | Healthcare, Education and Childcare                |   |                | 6.75   | %      |                             | 1M L+450 |     |    |   | 5,207  |     |    |   | 5,207          |   |    |   | 5,207  |   |
| Reception Purchaser, LLC                                                             |   | 2/28/2028  |   | Transportation                                     |   |                | 8.20   | %      |                             | SOFR+600 |     |    |   | 4,988  |     |    |   | 4,915          |   |    |   | 4,788  |   |
| Recteq, LLC                                                                          |   | 1/29/2026  |   | Consumer Products                                  |   |                | 8.25   | %      |                             | 3M L+700 |     |    |   | 9,875  |     |    |   | 9,736          |   |    |   | 9,628  |   |
| Research Now Group, LLC and Dynata, LLC                                              |   | 12/20/2024 |   | Business Services                                  |   |                | 6.50   | %      |                             | 1M L+550 |     |    |   | 14,580 |     |    |   | 14,468         |   |    |   | 13,705 |   |
| Riverpoint Medical, LLC                                                              |   | 6/20/2025  |   | Healthcare, Education and Childcare                |   |                | 6.75   | %      |                             | 3M L+525 |     |    |   | 3,229  |     |    |   | 3,207          |   |    |   | 3,149  |   |
| Riverside Assessments, LLC                                                           |   | 3/10/2025  |   | Education                                          |   |                | 8.45   | %      |                             | 1M L+575 |     |    |   | 10,000 |     |    |   | 9,920          |   |    |   | 9,800  |   |
| Sales Benchmark Index LLC                                                            |   | 1/3/2025   |   | Business Services                                  |   |                | 8.25   | %      |                             | 3M L+625 |     |    |   | 7,225  |     |    |   | 7,134          |   |    |   | 7,225  |   |
| Sargent & Greenleaf Inc.                                                         |   | 12/20/2024 |   | Electronics                                        |   |                | 7.15   | %      |                             | 3M L+550 |     |    |   | 5,082  |     |    |   | 5,082          |   |    |   | 5,031  |   |
| Signature Systems Holding Company                                                    |   | 5/3/2024   |   | Chemicals, Plastics and Rubber                     |   |                | 8.75   | %      |                             | 1M L+450 |     |    |   | 12,139 |     |    |   | 12,058         |   |    |   | 12,078 |   |
| Solutionreach, Inc.                                                                  |   | 1/17/2024  |   | Communications                                     |   |                | 7.42   | %      |                             | 6M L+675 |     |    |   | 11,420 |     |    |   | 11,380         |   |    |   | 10,986 |   |
| STV Group Incorporated                                                               |   | 12/11/2026 |   | Transportation                                     |   |                | 6.92   | %      |                             | 3M L+575 |     |    |   | 12,099 |     |    |   | 12,029         |   |    |   | 11,917 |   |
| System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |   | 8/16/2027  |   | Aerospace and Defense                              |   |                | 8.83   | %      |                             | SOFR+600 |     |    |   | 9,962  |     |    |   | 9,704          |   |    |   | 9,803  |   |
| TAC LifePort Purchaser, LLC                                                          |   | 3/1/2026   |   | Aerospace and Defense                              |   |                | 7.00   | %      |                             | 3M L+600 |     |    |   | 4,439  |     |    |   | 4,439          |   |    |   | 4,421  |   |
| TeleGuam Holdings, LLC                                                               |   | 11/20/2025 |   | Telecommunications                                 |   |                | 8.25   | %      |                             | 3M L+450 |     |    |   | 4,553  |     |    |   | 4,532          |   |    |   | 4,553  |   |
| Teneo Holdings LLC                                                                   |   | 7/18/2025  |   | Financial Services                                 |   |                | 6.31   | %      |                             | 3M L+525 |     |    |   | 2,974  |     |    |   | 2,960          |   |    |   | 2,914  |   |
| The Aegis Technologies Group, LLC                                                    |   | 10/31/2025 |   | Aerospace and Defense                              |   |                | 8.12   | %      |                             | 3M L+600 |     |    |   | 11,293 |     |    |   | 11,180         |   |    |   | 11,180 |   |
| The Bluebird Group LLC                                                               |   | 7/27/2026  |   | Business Services                                  |   |                | 8.75   | %      |                             | 3M L+650 |     |    |   | 5,549  |     |    |   | 5,599          |   |    |   | 5,605  |   |
| The Vertex Companies, LLC                                                            |   | 8/30/2027  |   | Business Services                                  |   |                | 7.17   | %      |                             | 3M L+550 |     |    |   | 4,543  |     |    |   | 4,495          |   |    |   | 4,461  |   |
| TPC Canada Parent, Inc. and TPC US Parent, LLC                                       |   | 11/24/2025 |   | Food                                               |   |                | 6.50   | %      |                             | 3M L+525 |     |    |   | 5,550  |     |    |   | 5,398          |   |    |   | 5,384  |   |
| TVC Enterprises, LLC                                                                 |   | 3/26/2026  |   | Transportation                                     |   |                | 7.67   | %      |                             | 3M L+600 |     |    |   | 17,424 |     |    |   | 17,282         |   |    |   | 17,076 |   |
| TWS Acquisition Corporation                                                          |   | 6/16/2025  |   | Education                                          |   |                | 8.76   | %      |                             | 3M L+625 |     |    |   | 7,949  |     |    |   | 7,914          |   |    |   | 7,910  |   |
| Tyto Athene, LLC                                                                     |   | 4/3/2028   |   | Aerospace and Defense                              |   |                | 6.47   | %      |                             | 3M L+550 |     |    |   | 12,125 |     |    |   | 11,997         |   |    |   | 11,470 |   |
| UBEO, LLC                                                                            |   | 4/3/2024   |   | Printing and Publishing                            |   |                | 6.75   | %      |                             | 3M L+450 |     |    |   | 4,674  |     |    |   | 4,655          |   |    |   | 4,581  |   |
| Wildcat Buyerco, Inc.                                                                |   | 2/27/2026  |   | Electronics                                        |   |                | 6.75   | %      |                             | SOFR+575 |     |    |   | 11,562 |     |    |   | 11,471         |   |    |   | 11,252 |   |
| Zips Car Wash, LLC                                                                   |   | 3/1/2024   |   | Business Services                                  |   |                | 7.75   | %      |                             | 3M L+725 |     |    |   | 7,498  |     |    |   | 7,373          |   |    |   | 7,348  |   |
|                                                                                 |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |    |   |           |   |
| Total First Lien Secured Debt                                                        |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     | 612,509 |   |           |   | 608,375 |   |
| Total Investments -  693.3%                                                          |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |
| Cash and Cash Equivalents -  61.2%                                                   |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |
| BlackRock Federal FD Institutional 30                                                |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     | 53,690  |   |           |   | 53,690  |   |
| Total Cash and Cash Equivalents                                                      |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     | 53,690  |   |           |   | 53,690  |   |
| Total Investments and Cash Equivalents -  754.4%                                     |   |       |   |                                               |   |                |   |   |                             |     | $        | 666,200 |   |   | $        | 662,065 |   |
| Liabilities in Excess of Other Assets — (654.4)%                              |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   | (574,309 | )       |
| Members' Equity—100.0%                                                        |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |    |   | $              | 87,756 |    |

 

 

 

 

26

----

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

 

Below is a listing of PSLF’s individual investments as of September 30, 2021 ($ in thousands, except share data):

 

|                                                       |        |          |        |                                                    |        |                     |        |                                  |          |        |        |         |        |        |          |         |                |          |          |         |        |        |
|-------------------------------------------------------|--------|----------|--------|----------------------------------------------------|--------|---------------------|--------|----------------------------------|----------|--------|--------|---------|--------|--------|----------|---------|----------------|----------|----------|---------|--------|--------|
| Issuer Name                                           |   | Maturity |   | Industry                                           |   | Current Coupon |   | Basis PointSpread AboveIndex (1) |     |   | Par    |    |   | Cost   |     |    | Fair Value (2) |     |
| First Lien Secured Debt - 570.7%                      |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   |     |    |           |     |
| Ad.net Acquisition, LLC                               |   | 05/06/26 |   | Media                                              |   | 7.00%               |   | 3M L + 600                       |     |   | $      | 4,988   |   |   | $        | 4,920   |           |     | $        | 4,913   |   |
| Altamira Technologies, LLC                            |   | 07/24/25 |   | Aerospace and Defense                              |   | 8.00%               |   | 3M L+700                         |     |   |   | 921     |   |   |     | 912     |           |     |     | 864     |   |
| American Insulated Glass, LLC                         |   | 12/21/23 |   | Building Materials                                 |   | 6.50%               |   | 3M L+550                         |     |   |   | 14,625  |   |   |     | 14,481  |           |     |     | 14,479  |   |
| Any Hour Services                                     |   | 07/21/27 |   | Personal, Food and Miscellaneous Services          |   | 6.75%               |   | 1M L+525                         |     |   |   | 6,500   |   |   |     | 6,378   |           |     |     | 6,370   |   |
| Apex Service Partners, LLC                            |   | 07/31/25 |   | Personal, Food and Miscellaneous Services          |   | 6.25%               |   | 1M L+550                         |     |   |   | 6,569   |   |   |     | 6,518   |           |     |     | 6,504   |   |
| Apex Service Partners, LLC Term Loan B                |   | 07/31/25 |   | Personal, Food and Miscellaneous Services          |   | 6.55%               |   |                             | — |   |   |    | 3,347  |   |     |    | 3,313          |     |     |    | 3,313  |   |
| Applied Technical Services, LLC                       |   | 12/29/26 |   | Environmental Services                             |   | 6.75%               |   | 3M L+575                         |     |   |   | 7,444   |   |   |     | 7,336   |           |     |     | 7,295   |   |
| Bottom Line Systems, LLC                              |   | 02/13/23 |   | Healthcare, Education and Childcare                |   | 6.25%               |   | 1M L+550                         |     |   |   | 13,729  |   |   |     | 13,674  |           |     |     | 13,729  |   |
| Crash Champions, LLC                                  |   | 08/05/25 |   | Auto Sector                                        |   | 6.00%               |   | 1M L+525                         |     |   |   | 5,985   |   |   |     | 5,873   |           |     |     | 5,865   |   |
| DRS Holdings III, Inc.                                |   | 11/03/25 |   | Consumer Products                                  |   | 7.25%               |   | 1M L+625                         |     |   |   | 13,428  |   |   |     | 13,335  |           |     |     | 13,334  |   |
| ECL Entertainment, LLC                                |   | 03/31/28 |   | Hotels, Motels, Inns and Gaming                    |   | 8.25%               |   | 3M L+750                         |     |   |   | 4,604   |   |   |     | 4,560   |           |     |     | 4,707   |   |
| ECM Industries, LLC                                   |   | 12/23/25 |   | Electronics                                        |   | 5.50%               |   | 3M L+450                         |     |   |   | 2,827   |   |   |     | 2,805   |           |     |     | 2,770   |   |
| Global Holdings InterCo LLC                           |   | 03/16/26 |   | Banking, Finance, Insurance & Real Estate      |   | 7.00%               |   | 3M L+600                         |     |   |   | 7,463   |   |   |     | 7,360   |           |     |     | 7,425   |   |
| Hancock Roofing and Construction L.L.C.               |   | 12/31/26 |   | Insurance                                          |   | 6.00%               |   | 3M L+500                         |     |   |   | 5,955   |   |   |     | 5,819   |           |     |     | 5,895   |   |
| Holdco Sands Intermediate, LLC                        |   | 12/19/25 |   | Aerospace and Defense                              |   | 7.50%               |   | 3M L+600                         |     |   |   | 12,071  |   |   |     | 11,934  |           |     |     | 12,010  |   |
| HW Holdco, LLC                                        |   | 12/10/24 |   | Media                                              |   | 5.50%               |   | 3M L+450                         |     |   |   | 14,588  |   |   |     | 14,499  |           |     |     | 14,442  |   |
| IMIA Holdings, Inc.                                   |   | 04/09/27 |   | Aerospace and Defense                              |   | 6.75%               |   | 3M L+600                         |     |   |   | 9,059   |   |   |     | 8,890   |           |     |     | 8,878   |   |
| Integrity Marketing Acquisition, LLC                  |   | 08/27/25 |   | Insurance                                          |   | 6.50%               |   | 3M L+550                         |     |   |   | 7,868   |   |   |     | 7,803   |           |     |     | 7,829   |   |
| Juniper Landscaping of Florida, LLC                   |   | 12/22/21 |   | Personal, Food and Miscellaneous Services          |   | 6.50%               |   | 3M L+550                         |     |   |   | 9,420   |   |   |     | 9,420   |           |     |     | 9,420   |   |
| K2 Pure Solutions NoCal, L.P.                         |   | 12/20/23 |   | Chemicals, Plastics and Rubber                     |   | 8.00%               |   | 1M L+700                         |     |   |   | 14,588  |   |   |     | 14,479  |           |     |     | 14,199  |   |
| LAV Gear Holdings, Inc.                               |   | 10/31/24 |   | Leisure, Amusement, Motion Pictures, Entertainment |   | 8.50%               |   | 3M L+750                         |     |   |   | 2,120   |   |   |     | 2,107   |           |     |     | 1,987   |   |
| Lightspeed Buyer Inc.                                 |   | 02/03/26 |   | Healthcare, Education and Childcare                |   | 6.75%               |   | 1M L+550                         |     |   |   | 12,472  |   |   |     | 12,273  |           |     |     | 12,472  |   |
| Lombart Brothers, Inc.                                |   | 04/13/23 |   | Healthcare, Education and Childcare                |   | 7.25%               |   | 1M L+825                         |     |   |   | 16,817  |   |   |     | 16,729  |           |     |     | 16,817  |   |
| MAG DS Corp.                                          |   | 04/01/27 |   | Aerospace and Defense                              |   | 6.50%               |   | 1M L+550                         |     |   |   | 5,837   |   |   |     | 5,581   |           |     |     | 5,253   |   |
| Mars Acquisition Holdings Corp.                       |   | 05/14/26 |   | Media                                              |   | 6.50%               |   | 1M L+575                         |     |   |   | 8,000   |   |   |     | 7,852   |           |     |     | 7,920   |   |
| MBS Holdings, Inc.                                    |   | 04/16/27 |   | Telecommunications                                 |   | 6.75%               |   | 3M L+550                         |     |   |   | 7,481   |   |   |     | 7,338   |           |     |     | 7,332   |   |
| MeritDirect, LLC                                      |   | 05/23/24 |   | Media                                              |   | 6.50%               |   | 3M L+550                         |     |   |   | 13,386  |   |   |     | 13,272  |           |     |     | 13,252  |   |
| PlayPower, Inc.                                       |   | 05/08/26 |   | Consumer Products                                  |   | 5.65%               |   | 3M L+575                         |     |   |   | 3,805   |   |   |     | 3,778   |           |     |     | 3,736   |   |
| Radius Aerospace, Inc.                                |   | 03/31/25 |   | Aerospace and Defense                              |   | 6.75%               |   | 3M L+600                         |     |   |   | 13,335  |   |   |     | 13,202  |           |     |     | 13,068  |   |
| Rancho Health MSO, Inc.                               |   | 12/18/25 |   | Healthcare, Education and Childcare                |   | 6.75%               |   | 3M L+550                         |     |   |   | 5,232   |   |   |     | 5,140   |           |     |     | 5,232   |   |
| Recteq, LLC                                           |   | 01/29/26 |   | Consumer Products                                  |   | 7.00%               |   | 3M L+450                         |     |   |   | 9,950   |   |   |     | 9,775   |           |     |     | 9,851   |   |
| Research Now Group, LLC and Dynata, LLC               |   | 12/20/24 |   | Business Services                                  |   | 6.50%               |   | 3M L+600                         |     |   |   | 14,695  |   |   |     | 14,602  |           |     |     | 14,508  |   |
| Riverpoint Medical, LLC                               |   | 06/20/25 |   | Healthcare, Education and Childcare                |   | 5.50%               |   | 1M L+550                         |     |   |   | 3,246   |   |   |     | 3,217   |           |     |     | 3,206   |   |
| Sales Benchmark Index LLC                             |   | 01/03/25 |   | Business Services                                  |   | 7.75%               |   | 3M L+750                         |     |   |   | 7,632   |   |   |     | 7,526   |           |     |     | 7,442   |   |
| Sargent & Greenleaf Inc.                          |   | 12/20/24 |   | Electronics                                        |   | 7.00%               |   | 3M L+575                         |     |   |   | 5,232   |   |   |     | 5,181   |           |     |     | 5,232   |   |
| Signature Systems Holding Company                     |   | 05/03/24 |   | Chemicals, Plastics and Rubber                     |   | 8.50%               |   | 1M L+525                         |     |   |   | 13,500  |   |   |     | 13,397  |           |     |     | 13,365  |   |
| Solutionreach, Inc.                                   |   | 01/17/24 |   | Communications                                     |   | 6.75%               |   | 1M L+600                         |     |   |   | 11,882  |   |   |     | 11,758  |           |     |     | 11,882  |   |
| STV Group Incorporated                                |   | 12/11/26 |   | Transportation                                     |   | 5.33%               |   | 1M L+450                         |     |   |   | 12,099  |   |   |     | 12,003  |           |     |     | 12,038  |   |
| TAC LifePort Purchaser, LLC                           |   | 03/01/26 |   | Aerospace and Defense                              |   | 7.00%               |   | 1M L+525                         |     |   |   | 4,967   |   |   |     | 4,891   |           |     |     | 4,966   |   |
| TeleGuam Holdings, LLC                                |   | 11/20/25 |   | Telecommunications                                 |   | 5.50%               |   | 3M L+525                         |     |   |   | 4,593   |   |   |     | 4,558   |           |     |     | 4,547   |   |
| Teneo Holdings LLC                                    |   | 07/18/25 |   | Financial Services                                 |   | 6.25%               |   | 1M L+575                         |     |   |   | 2,997   |   |   |     | 2,884   |           |     |     | 2,981   |   |
| TPC Canada Parent, Inc. and TPC US Parent, LLC        |   | 11/24/25 |   | Food                                               |   | 6.25%               |   | 1M L+625                         |     |   |   | 5,593   |   |   |     | 5,537   |           |     |     | 5,425   |   |
| TVC Enterprises, LLC                                  |   | 03/26/26 |   | Transportation                                     |   | 6.75%               |   | 3M L+550                         |     |   |   | 12,773  |   |   |     | 12,643  |           |     |     | 12,773  |   |
| TWS Acquisition Corporation                           |   | 06/16/25 |   | Education                                          |   | 7.25%               |   | 3M L+450                         |     |   |   | 9,648   |   |   |     | 9,515   |           |     |     | 9,648   |   |
| Tyto Athene, LLC                                      |   | 04/03/28 |   | Aerospace and Defense                              |   | 6.25%               |   | 1M L+675                         |     |   |   | 9,950   |   |   |     | 9,853   |           |     |     | 9,950   |   |
| UBEO, LLC                                             |   | 04/03/24 |   | Printing and Publishing                            |   | 5.50%               |   | 1M L+500                         |     |   |   | 4,710   |   |   |     | 4,676   |           |     |     | 4,687   |   |
| Vision Purchaser Corporation                          |   | 06/10/25 |   | Media                                              |   | 7.75%               |   | 3M L+675                         |     |   |   | 14,249  |   |   |     | 14,056  |           |     |     | 14,035  |   |
| Wildcat Buyerco, Inc.                                 |   | 02/27/26 |   | Electronics                                        |   | 6.00%               |   | 3M L+500                         |     |   |   | 7,425   |   |   |     | 7,360   |           |     |     | 7,388   |   |
|                                                  |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | — |    |           |     | — |    |
| Total First Lien Secured Debt                         |   |     |   |                                               |   |                |   |                             |     |   |   | 409,602 |   |   |     | 405,009 |           |     |     | 405,232 |   |
| Cash and Cash Equivalents—18.9%                |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | -        |    |           |     | -        |    |
| BlackRock Federal FD Institutional 30                 |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | 11,013   |    |           |     | 11,013   |    |
| US Bank Cash                                          |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | — |    |           |     | — |    |
| Total Cash and Cash Equivalents                       |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | 11,013   |    |           |     | 11,013   |    |
| Total Investments and Cash Equivalents—592.7%  |   |     |   |                                               |   |                |   |                             |     |   |   |    |   | $      | 416,023  |    |           | $        | 416,246  |    |
| Liabilities in Excess of Other Assets—(492.7)% |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   |     |    |           | (348,213 | )        |
| Members' Equity—100.0%                         |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   |     |    | $              | 68,032   |     |

 

 

Below are the consolidated statements of assets and liabilities for PSLF ($ in thousands):

 

 

27

----

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

|                                                                              |        |               |         |        |                    |        |          |        |
|------------------------------------------------------------------------------|--------|---------------|---------|--------|--------------------|--------|----------|--------|
|                                                                         |   | June 30, 2022 |    |   |               |   |
|                                                                         |   | (Unaudited)   |    |   | September 30, 2021 |   |
| Assets                                                                       |   |          |    |   |               |   |
| Investments at fair value  (cost—$612,509 and $405,009, respectively) |   | $             | 608,375 |   |               | $      | 405,233  |   |
| Cash and cash equivalents (cost—$53,690 and $11,013, respectively)    |   |          | 53,690  |   |               |   | 11,013   |   |
| Interest receivable                                                          |   |          | 1,708   |   |               |   | 1,175    |   |
| Prepaid expenses and other assets                                            |   |          | 842     |   |               |   | — |   |
| Total assets                                                                 |   |          | 664,615 |   |               |   | 417,421  |   |
| Liabilities                                                                  |   |          |    |   |               |   |
| Distribution payable to Members                                              |   |          | 4,000   |   |               |   | 2,800    |   |
| Payable for investments purchased                                            |   |          | 67,265  |   |               |   | 12,793   |   |
| Credit facility payable                                                      |   |          | 110,900 |   |               |   | 224,000  |   |
| 2034 Asset-backed debt, net (par—$246,000)                            |   |          | 243,799 |   |               |   | — |   |
| Notes payable to members                                                     |   |          | 145,472 |   |               |   | 106,041  |   |
| Interest payable on credit facility                                          |   |          | 2,718   |   |               |   | 1,499    |   |
| Interest payable on notes to members                                         |   |          | 2,080   |   |               |   | 1,644    |   |
| Accrued other expenses                                                       |   |          | 625     |   |               |   | 612      |   |
| Total liabilities                                                            |   |          | 576,859 |   |               |   | 349,389  |   |
| Members' equity                                                              |   |          | 87,756  |   |               |   | 68,032   |   |
| Total liabilities and members' equity                                        |   | $             | 664,615 |   |               | $      | 417,421  |   |

 

———————————

 

Below are the consolidated statements of operations for PSLF ($ in thousands):

 

|                                                                                                                        |        |                             |        |        |                            |        |          |        |        |        |        |        |        |        |        |        |
|------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|--------|----------------------------|--------|----------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                   |   | Three Months Ended June 30, |   |   | Nine Months Ended June 30, |   |
|                                                                                                                   |   | 2022                        |   |   | 2021                       |   |     | 2022   |   |   | 2021   |   |
| Investment income:                                                                                                     |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Interest                                                                                                               |   | $                           | 8,491  |   |                       | $      | 7,101    |   |   | $      | 23,759 |   |   | $      | 20,359 |   |
| Other income                                                                                                           |   |                        | 18     |   |                       |   | 1,081    |   |   |   | 160    |   |   |   | 1,808  |   |
| Total investment income                                                                                                |   |                        | 8,509  |   |                       |   | 8,182    |   |   |   | 23,919 |   |   |   | 22,167 |   |
| Expenses:                                                                                                              |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Interest expense on credit facility and asset-backed debt                                                              |   |                        | 2,183  |   |                       |   | 1,505    |   |   |   | 5,838  |   |   |   | 4,755  |   |
| Interest expense on notes to members                                                                                   |   |                        | 2,992  |   |                       |   | 2,410    |   |   |   | 7,861  |   |   |   | 7,094  |   |
| Administrative services expenses                                                                                       |   |                        | 293    |   |                       |   | 293      |   |   |   | 879    |   |   |   | 879    |   |
| Other general and administrative expenses                                                                              |   |                        | 112    |   |                       |   | 112      |   |   |   | 335    |   |   |   | 335    |   |
| Total expenses                                                                                                         |   |                        | 5,580  |   |                       |   | 4,320    |   |   |   | 14,913 |   |   |   | 13,063 |   |
| Net investment income                                                                                                  |   |                        | 2,929  |   |                       |   | 3,862    |   |   |   | 9,006  |   |   |   | 9,104  |   |
| Realized and unrealized (loss) gain on investments and credit facility foreign   currency translations: |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Net realized gain on investments                                                                                       |   |                        | 120    |   |                       |   | — |   |   |   | 506    |   |   |   | 464    |   |
| Net change in unrealized (depreciation) appreciation on:                                                               |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Investments                                                                                                            |   |                        | (3,630 | )      |                       |   | 92       |   |   |   | (4,357 | )      |   |   | 4,546  |   |
| Net change in unrealized (depreciation) appreciation on investments                                                    |   |                        | (3,630 | )      |                       |   | 92       |   |   |   | (4,357 | )      |   |   | 4,546  |   |
| Net realized and unrealized (loss) gain from investments                                                               |   |                        | (3,510 | )      |                       |   | 92       |   |   |   | (3,851 | )      |   |   | 5,010  |   |
| Net increase in members' equity resulting from operations                                                              |   | $                           | (581   | )      |                       | $      | 3,954    |   |   | $      | 5,155  |   |   | $      | 14,114 |   |

———————————

 

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.

                                                                                                                                                                                             |   |

 

 

28

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

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 Credit Facility and our SBA debentures are classified as Level 3. Our 2024 Notes are classified as Level 1 and our 2026 Notes and 2026 Notes-2 are classified as Level 2, as they are financial instruments with readily observable market inputs. 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 debt and equity investments in the form of first lien secured debt, 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 SBA debentures, our 2024 Notes, our 2026 Notes, our 2026 Notes -2 and our Credit Facility, 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 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 our 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.

 

Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes:

 

|                                     |        |                             |           |        |                     |                         |                    |                              |                                           |                      |
|-------------------------------------|--------|-----------------------------|-----------|--------|---------------------|-------------------------|--------------------|------------------------------|-------------------------------------------|----------------------|
| Asset Category ($ in thousands)     |   | Fair value at June 30, 2022 |      |   | Valuation Technique |                    | Unobservable Input |                         | Range of Input(Weighted Average) (1) |
| First lien                          |   | $                           | 51,492    |   |                | Market Comparable       |               | Broker/Dealer bids or quotes |                                      | N/A                  |
| First lien                          |   |                        | 670,278   |   |                | Market Comparable       |               | Market yield                 |                                      | 7.0% - 20.2% (10.3%) |
| Second lien                         |   |                        | 21,825    |   |                | Market Comparable       |               | Broker/Dealer bids or quotes |                                      | N/A                  |
| Second lien                         |   |                        | 101,318   |   |                | Market Comparable       |               | Market yield                 |                                      | 9.2% - 14.1% (12.7%) |
| Second lien                         |   |                        | 6,563     |   |                | Enterprise Market Value |               | EBITDA multiple              |                                      | 5.3x                 |
| Subordinated debt / corporate notes |   |                        | 121,161   |   |                | Market Comparable       |               | Market yield                 |                                      | 9.3% - 13.2% (10.4%) |
| Equity                              |   |                        | 251,534   |   |                | Enterprise Market Value |               | EBITDA multiple              |                                      | 3.4x - 21.5x (8.1x)  |
| Equity                              |   |                        | 21,863    |   |                | Enterprise Market Value |               | DLOM(2)                      |                                      | 11.8%                |
| Total Level 3 investments           |   | $                           | 1,246,034 |   |                |                    |               |                         |                                      |                 |
| Debt Category ($ in thousands) |   |                        |      |   |                |                    |               |                         |                                      |
| Truist Credit Facility              |   | $                           | 412,005   |   |                | Market Comparable       |               | Market yield                 |                                      | 2.9%                 |

 

 

29

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

 

|                                     |        |                                  |           |        |                     |                         |                    |                              |                                      |                              |
|-------------------------------------|--------|----------------------------------|-----------|--------|---------------------|-------------------------|--------------------|------------------------------|--------------------------------------|------------------------------|
| Asset Category ($ in thousands)     |   | Fair value at September 30, 2021 |      |   | Valuation Technique |                    | Unobservable Input |                         | Range of Input(Weighted Average) (1) |
| First lien                          |   | $                                | 90,266    |   |                | Market Comparable       |               | Broker/Dealer bids or quotes |                                 | N/A                          |
| First lien                          |   |                             | 462,264   |   |                | Market Comparable       |               | Market yield                 |                                 | 6.1% – 13.1% (8.1%)   |
| Second lien                         |   |                             | 39,298    |   |                | Market Comparable       |               | Broker/Dealer bids or quotes |                                 | N/A                          |
| Second lien                         |   |                             | 126,509   |   |                | Market Comparable       |               | Market yield                 |                                 | 10.3% – 11.5% (10.7%) |
| Second lien                         |   |                             | 11,087    |   |                | Enterprise Market Value |               | EBITDA multiple              |                                 | 5.4x                         |
| Subordinated debt / corporate notes |   |                             | 121,170   |   |                | Market Comparable       |               | Market yield                 |                                 | 9.6% – 17.1% (12.5%)  |
| Equity                              |   |                             | 278,486   |   |                | Enterprise Market Value |               | EBITDA multiple              |                                 | 2.6x – 18.5x (8.5x)   |
| Equity                              |   |                             | 60,808    |   |                | Enterprise Market Value |               | DLOM(2)                      |                                 | 9.3%                         |
| Equity                              |   |                             | 21,133    |   |                | Market Comparable       |               | Market yield                 |                                 | 20.4%                        |
| Total Level 3 investments           |   | $                                | 1,211,021 |   |                |                    |               |                         |                                 |                         |
| Debt Category ($ in thousands)      |   |                             |      |   |                |                    |               |                         |                                 |
| Truist Credit Facility              |   | $                                | 314,813   |   |                | Market Comparable       |               | Market yield                 |                                 | 2.4%                         |

 

 

 

Our investments, cash and cash equivalents, Truist Credit Facility, SBA debentures, 2024 Notes, 2026 Notes and 2026 Notes-2 were categorized as follows in the fair value hierarchy:

 

|                                                 |        |                             |           |        |         |        |          |         |        |        |          |        |        |                                      |           |        |        |        |          |        |
|-------------------------------------------------|--------|-----------------------------|-----------|--------|---------|--------|----------|---------|--------|--------|----------|--------|--------|--------------------------------------|-----------|--------|--------|--------|----------|--------|
|                                            |   | Fair Value at June 30, 2022 |      |
| Description ($ in thousands)               |   | Fair Value                  |      |   | Level 1 |   |     | Level 2 |   |   | Level 3  |   |   | Measured at Net Asset Value (1) |      |
| Debt investments                                |   | $                           | 972,637   |   |    | $      | — |    |   | $      | — |   |   | $                                    | 972,637   |   |   | $      | — |   |
| Equity investments                              |   |                        | 342,191   |   |    |   | 338      |    |   |   | — |   |   |                                 | 273,397   |   |   |   | 68,456   |   |
| Total investments                               |   |                        | 1,314,828 |   |    |   | 338      |    |   |   | — |   |   |                                 | 1,246,034 |   |   |   | 68,456   |   |
| Cash and cash equivalents                       |   |                        | 29,547    |   |    |   | 29,547   |    |   |   | — |   |   |                                 | —  |   |   |   | — |   |
| Total investments and cash and cash equivalents |   | $                           | 1,344,375 |   |    | $      | 29,885   |    |   | $      | — |   |   | $                                    | 1,246,034 |   |   | $      | 68,456   |   |
| Truist Credit Facility                          |   | $                           | 412,005   |   |    | $      | — |    |   | $      | — |   |   | $                                    | 412,005   |   |   | $      | — |   |
| SBA Debentures(2)                               |   |                        | 27,046    |   |    |   | — |    |   |   | — |   |   |                                 | 27,046    |   |   |   | — |   |
| 2026 Notes(2)                                   |   |                        | 146,542   |   |    |   | — |    |   |   | 146,542  |   |   |                                 | —  |   |   |   | — |   |
| 2026 Notes-2(2)                                 |   |                        | 161,159   |   |    |   | — |    |   |   | 161,159  |   |   |                                 | —  |   |   |   | — |   |
| Total debt                                      |   | $                           | 746,752   |   |    | $      | — |    |   | $      | 307,701  |   |   | $                                    | 439,051   |   |   | $      | — |   |

 

|     |                                                                                                                                                                                                                                                                                                                       |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF and PTSF II are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy. |
| (2) | We elected not to apply ASC 825-10 to the SBA debentures, the 2026 Notes and the 2026 Notes-2, and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying value. As of June 30, 2022, the carrying value of the SBA debentures approximates the fair value.        |

 

|                                                 |        |                                  |           |        |         |        |          |         |        |        |          |        |        |                                      |           |        |        |        |          |        |
|-------------------------------------------------|--------|----------------------------------|-----------|--------|---------|--------|----------|---------|--------|--------|----------|--------|--------|--------------------------------------|-----------|--------|--------|--------|----------|--------|
|                                            |   | Fair Value at September 30, 2021 |      |
| Description ($ in thousands)               |   | Fair Value                       |      |   | Level 1 |   |     | Level 2 |   |   | Level 3  |   |   | Measured at Net Asset Value (1) |      |
| Debt investments                                |   | $                                | 850,593   |   |    | $      | — |    |   | $      | — |   |   | $                                    | 850,593   |   |   | $      | — |   |
| Equity investments                              |   |                             | 404,697   |   |    |   | 3,109    |    |   |   | — |   |   |                                 | 360,428   |   |   |   | 41,160   |   |
| Total investments                               |   |                             | 1,255,290 |   |    |   | 3,110    |    |   |   | — |   |   |                                 | 1,211,021 |   |   |   | 41,160   |   |
| Cash and cash equivalents                       |   |                             | 20,357    |   |    |   | 20,357   |    |   |   | — |   |   |                                 | —  |   |   |   | — |   |
| Total investments and cash and cash equivalents |   | $                                | 1,275,647 |   |    | $      | 23,467   |    |   | $      | — |   |   | $                                    | 1,211,021 |   |   | $      | 41,160   |   |
| Truist Credit Facility                          |   | $                                | 314,813   |   |    | $      | — |    |   | $      | — |   |   | $                                    | 314,813   |   |   |   | — |   |
| SBA Debentures (2)                              |   |                             | 62,159    |   |    |   | — |    |   |   | — |   |   |                                 | 62,159    |   |   |   | — |   |
| 2024 Notes (2)                                  |   |                             | 84,503    |   |    |   | 84,503   |    |   |   | — |   |   |                                 | —  |   |   |   | — |   |
| 2026 Notes (2)                                  |   |                             | 145,865   |   |    |   | — |    |   |   | 145,865  |   |   |                                 | —  |   |   |   | — |   |
| Total debt                                      |   | $                                | 607,340   |   |    | $      | 84,503   |    |   | $      | 145,865  |   |   | $                                    | 376,972   |   |   | $      | — |   |

 

|     |                                                                                                                                                                                                                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy.           |
| (2) | We elected not to apply ASC 825-10 to the SBA debentures or the 2024 Notes and the 2026 Notes and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying value. As of September 30, 2021, the carrying value of the SBA debentures approximates the fair value. |

 

 

 

 

30

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

The tables below show a reconciliation of the beginning and ending balances for investments measured at fair value using significant unobservable inputs (Level 3):

 

|                                                                                                                                                                                                                                                                   |        |                                 |             |        |                         |        |             |        |        |        |             |        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|-------------|--------|-------------------------|--------|-------------|--------|--------|--------|-------------|--------|
|                                                                                                                                                                                                                                                              |   | Nine Months Ended June 30, 2022 |        |
| Description ($ in thousands)                                                                                                                                                                                                                                 |   | Debt investments           |        |   | Equity investments |   |        | Totals |   |
| Beginning Balance                                                                                                                                                                                                                                                 |   | $                               | 850,593     |   |                    | $      | 360,428     |   |   | $      | 1,211,021   |   |
| Net realized (loss) gain                                                                                                                                                                                                                                          |   |                            | (10,046     | )      |                    |   | 92,381      |   |   |   | 82,335      |   |
| Net change in unrealized appreciation                                                                                                                                                                                                                             |   |                            | (18,198     | )      |                    |   | (77,122     | )      |   |   | (95,320     | )      |
| Purchases, PIK interest, net discount accretion and non-cash exchanges                                                                                                                                                                                            |   |                            | 746,389     |   |                    |   | 73,925      |   |   |   | 820,314     |   |
| Sales, repayments and non-cash exchanges                                                                                                                                                                                                                          |   |                            | (596,101    | )      |                    |   | (176,215    | )      |   |   | (772,316    | )      |
| Transfers in/out of Level 3                                                                                                                                                                                                                                       |   |                            | —    |   |                    |   | —    |   |   |   | —    |   |
| Ending Balance                                                                                                                                                                                                                                                    |   | $                               | 972,637     |   |                    | $      | 273,397     |   |   | $      | 1,246,034   |   |
| Net change in unrealized appreciation reported within the net change in   unrealized appreciation on investments in our Consolidated Statements of Operations   attributable to our Level 3 assets still held at the reporting date |   | $                               | (13,953,543 | )      |                    | $      | (77,771,348 | )      |   | $      | (91,724,891 | )      |

 

|                                                                                                                                                                                                                                                                   |        |                                 |          |        |                         |        |          |        |        |        |           |        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|----------|--------|-------------------------|--------|----------|--------|--------|--------|-----------|--------|
|                                                                                                                                                                                                                                                              |   | Nine Months Ended June 30, 2021 |     |
| Description ($ in thousands)                                                                                                                                                                                                                                 |   | Debt investments           |     |   | Equity investments |   |     | Totals |   |
| Beginning Balance                                                                                                                                                                                                                                                 |   | $                               | 773,426  |   |                    | $      | 270,754  |   |   | $      | 1,044,180 |   |
| Net realized gain (loss)                                                                                                                                                                                                                                          |   |                            | (7,474   | )      |                    |   | 31,837   |   |   |   | 24,363    |   |
| Net change in unrealized depreciation                                                                                                                                                                                                                             |   |                            | 31,261   |   |                    |   | 74,168   |   |   |   | 105,429   |   |
| Purchases, PIK interest, net discount accretion and non-cash exchanges                                                                                                                                                                                            |   |                            | 313,041  |   |                    |   | 37,058   |   |   |   | 350,099   |   |
| Sales, repayments and non-cash exchanges                                                                                                                                                                                                                          |   |                            | (358,632 | )      |                    |   | (60,427  | )      |   |   | (419,059  | )      |
| Transfers in/out of Level 3                                                                                                                                                                                                                                       |   |                            | — |   |                    |   | — |   |   |   | —  |   |
| Ending Balance                                                                                                                                                                                                                                                    |   | $                               | 751,622  |   |                    | $      | 353,390  |   |   | $      | 1,105,012 |   |
| 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 |   | $                               | 29,987   |   |                    | $      | 67,653   |   |   | $      | 97,640    |   |

 

The table below shows a reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (Level 3):

 

|                                                                           |        |                            |          |        |        |        |          |        |
|---------------------------------------------------------------------------|--------|----------------------------|----------|--------|--------|--------|----------|--------|
|                                                                      |   | Nine months ended June 30, |     |
| Long-Term Credit Facility                                                 |   | 2022                       |     |   | 2021   |   |
| Beginning Balance (cost – $316,545 and $380,252, respectively)     |   | $                          | 314,813  |   |   | $      | 360,702  |   |
| Net change in unrealized (depreciation) appreciation included in earnings |   |                       | (9,183   | )      |   |   | 18,494   |   |
| Borrowings (1)                                                            |   |                       | 815,841  |   |   |   | 148,312  |   |
| Repayments (1)                                                            |   |                       | (709,466 | )      |   |   | (314,019 | )      |
| Transfers in and/or out of Level 3                                        |   |                       | — |   |   |   | — |   |
| Ending Balance (cost – $422,920 and $214,545, respectively)        |   | $                          | 412,005  |   |   | $      | 213,489  |   |
| Temporary draws outstanding, at cost                                      |   |                       | — |   |   |   | — |   |
| Ending Balance (cost – $422,920 and $214,545, respectively)        |   | $                          | 412,005  |   |   | $      | 213,489  |   |

 

As of June 30, 2022, we had outstanding non-U.S. dollar borrowings on our Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below ($ in thousands):

 

|                  |        |                 |        |        |                |        |        |               |        |        |            |        |                      |                    |        |   |       |        |
|------------------|--------|-----------------|--------|--------|----------------|--------|--------|---------------|--------|--------|------------|--------|----------------------|--------------------|--------|---|-------|--------|
| Foreign Currency |   | Amount Borrowed |   |   | Borrowing Cost |   |   | Current Value |   |   | Reset Date |   | Change in Fair Value |               |
| British Pound    |   | £          | 36,000 |   |           | $      | 43,812 |          |   | $      | 49,512     |   |                 | September 30, 2022 |   | $ | 5,700 |   |
|             |   |            |   |   |           |   |   |          |   |   |       |   |                 |               |

 

As of September 30, 2021, we had outstanding non-U.S. dollar borrowings on our Truist Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below ($ in thousands):

 

|                  |        |                 |        |        |                |        |        |               |        |        |            |        |                      |                   |        |   |      |   |
|------------------|--------|-----------------|--------|--------|----------------|--------|--------|---------------|--------|--------|------------|--------|----------------------|-------------------|--------|---|------|---|
| Foreign Currency |   | Amount Borrowed |   |   | Borrowing Cost |   |   | Current Value |   |   | Reset Date |   | Change in Fair Value |              |
| British Pound    |   | £          | 29,000 |   |           | $      | 40,045 |          |   | $      | 39,102     |   |                 | December 17, 2021 |   | $ | (943 | ) |

 

Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under 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 our Credit Facility. We elected to use the fair value option for the Credit Facility 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 did not incur any expenses relating to amendment costs on the Credit Facility during the three and nine months ended June 30, 2022 and 2021. 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 us 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 is reported in our Consolidated Statements of Operations. We did not elect to apply ASC 825-10 to any other financial assets or liabilities, including the 2024 Notes, the 2026 Notes, 2026 Notes-2, and the SBA debentures.

 

For the three and nine months ended June 30, 2022, the Credit Facility had a net change in unrealized depreciation of $8.9 million and $9.2 million, respectively.  For the three and nine months ended June 30, 2021, the Credit Facility had a net change in unrealized appreciation of $1.6 million and $18.5 million, respectively. As of June 30,

 

31

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

2022 and September 30, 2021, the net unrealized depreciation on the Credit Facility totaled $10.9 million and $1.7 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of our Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments.

 

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 less than 25% 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 nine months ended June 30, 2022 were as follows:

 

|                                                                 |        |                                 |          |        |                   |        |          |                 |        |        |                                           |        |        |                            |         |        |                |        |          |           |        |        |                 |        |        |                           |          |        |        |        |          |        |        |        |          |        |
|-----------------------------------------------------------------|--------|---------------------------------|----------|--------|-------------------|--------|----------|-----------------|--------|--------|-------------------------------------------|--------|--------|----------------------------|---------|--------|----------------|--------|----------|-----------|--------|--------|-----------------|--------|--------|---------------------------|----------|--------|--------|--------|----------|--------|--------|--------|----------|--------|
| Name of Investment                                              |   | Fair Value atSeptember 30, 2021 |     |   | GrossAdditions(1) |   |     | GrossReductions |   |   | Net Change inAppreciation /(Depreciation) |   |   | Fair Value atJune 30, 2022 |    |   | InterestIncome |   |     | PIKIncome |   |   | Dividend Income |   |   | Net RealizedGains(Losses) |     |
| Controlled Affiliates                                           |   |                            |     |   |              |   |     |            |   |   |                                      |   |   |                       |    |   |           |   |     |      |   |   |            |   |   |                      |     |
| AKW Holdings Limited                                            |   | $                               | 41,379   |   |              | $      | 10,403   |            |   | $      | —                                  |   |   | $                          | (4,217  | )      |           | $      | 47,565   |      |   | $      | 2,579           |   |   | $                         | — |   |   | $      | — |   |   | $      | — |   |
| Mailsouth Inc.                                                  |   |                            | 22,100   |   |              |   | 1,296    |            |   |   | —                                  |   |   |                       | (16,833 | )      |           |   | 6,563    |      |   |   | —        |   |   |                      | 1,309    |   |   |   | — |   |   |   | — |   |
| PennantPark Senior Loan Fund, LLC *                             |   |                            | 105,314  |   |              |   | 39,325   |            |   |   | —                                  |   |   |                       | (3,536  | )      |           |   | 141,103  |      |   |   | 4,724           |   |   |                      | — |   |   |   | 6,655    |   |   |   | — |   |
| PT Networks, LLC                                                |   |                            | 134,125  |   |              |   | 9,917    |            |   |   | (234,974                                  | )      |   |                       | 90,933  |   |           |   | — |      |   |   | —        |   |   |                      | 2,674    |   |   |   | — |   |   |   | 140,898  |   |
| RAM Energy LLC                                                  |   |                            | 81,710   |   |              |   | — |            |   |   | —                                  |   |   |                       | 27,758  |   |           |   | 109,468  |      |   |   | —        |   |   |                      | — |   |   |   | — |   |   |   | — |   |
| Total Controlled Affiliates                                     |   | $                               | 384,628  |   |              | $      | 60,941   |            |   | $      | (234,974                                  | )      |   | $                          | 94,105  |   |           | $      | 304,699  |      |   | $      | 7,303           |   |   | $                         | 3,983    |   |   | $      | 6,655    |   |   | $      | 140,898  |   |
| Non-Controlled Affiliates                                       |   |                            |     |   |              |   |     |            |   |   |                                      |   |   |                       |    |   |           |   |     |      |   |   |            |   |   |                      |     |
| Cascade Environmental Holdings, LLC (2)                         |   | $                               | 64,292   |   |              | $      | 34,201   |            |   | $      | (61,168                                   | )      |   | $                          | (4,534  | )      |           | $      | 32,791   |      |   | $      | 1,361           |   |   | $                         | — |   |   | $      | — |   |   | $      | (28,208  | )      |
| ETX Energy, LLC                                                 |   |                            | — |   |              |   | — |            |   |   | (38,541                                   | )      |   |                       | 38,541  |   |           |   | — |      |   |   | —        |   |   |                      | — |   |   |   | — |   |   |   | (37,447  | )      |
| MidOcean JF Holdings   Corp.                     |   |                            | 50,161   |   |              |   | — |            |   |   | —                                  |   |   |                       | (33,855 | )      |           |   | 16,306   |      |   |   | —        |   |   |                      | — |   |   |   | — |   |   |   | — |   |
|  Total Non-Controlled   Affiliates          |   | $                               | 114,453  |   |              | $      | 34,201   |            |   | $      | (99,709                                   | )      |   | $                          | 152     |   |           | $      | 49,097   |      |   | $      | 1,361           |   |   | $                         | — |   |   | $      | — |   |   | $      | (65,655  | )      |
| Total Controlled and   Non-Controlled Affiliates |   | $                               | 499,081  |   |              | $      | 95,142   |            |   | $      | (334,683                                  | )      |   | $                          | 94,257  |   |           | $      | 353,796  |      |   | $      | 8,664           |   |   | $                         | 3,983    |   |   | $      | 6,655    |   |   | $      | 75,243   |   |

 

 

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 June 30, |       |   | Nine Months Ended June 30, |   |
|                                                                                        |   | 2022                        |       |   | 2021                       |   |       | 2022   |   |   | 2021       |   |
| Numerator for net increase (decrease) in net assets resulting from operations               |   | $                           | (18,481    | )      |                       | $      | 31,880     |   |   | $      | 10,187     |   |   | $      | 141,509    |   |
| Denominator for basic and diluted weighted average shares                                   |   |                        | 65,897,233 |   |                       |   | 67,045,105 |   |   |   | 66,564,289 |   |   |   | 67,045,105 |   |
| Basic and diluted net increase (decrease) in net assets per share resulting from operations |   | $                           | (0.28      | )      |                       | $      | 0.48       |   |   | $      | 0.15       |   |   | $      | 2.11       |   |

 

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 June 30, 2022 and September 30, 2021, cash and cash equivalents consisted of money market funds in the amounts of $29.5 million and $20.4 million at fair value, respectively.

 

 

32

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

9. FINANCIAL HIGHLIGHTS

 

Below are the financial highlights ($ in thousands, except share and per share data):

 

|                                                          |        |                            |            |        |        |        |            |        |
|----------------------------------------------------------|--------|----------------------------|------------|--------|--------|--------|------------|--------|
|                                                     |   | Nine Months Ended June 30, |       |
|                                                     |   | 2022                       |       |   | 2021   |   |
| Per Share Data:                                          |   |                       |       |   |   |   |
| Net asset value, beginning of period                     |   | $                          | 9.85       |   |   | $      | 7.84       |   |
| Net investment income (1)                                |   |                       | 0.52       |   |   |   | 0.38       |   |
| Net change in realized and unrealized (loss) gain (1)    |   |                       | (0.37      | )      |   |   | 1.73       |   |
| Net increase in net assets resulting from operations (1) |   |                       | 0.15       |   |   |   | 2.11       |   |
| Distributions to stockholders (1), (2)                   |   |                       | (0.40      | )      |   |   | (0.36      | )      |
| Repurchase of common stock (1)                      |   |                       | 0.05       |   |   |   | —   |   |
| Net asset value, end of period                           |   | $                          | 9.65       |   |   | $      | 9.59       |   |
| Per share market value, end of period                    |   | $                          | 6.18       |   |   | $      | 6.68       |   |
| Total return* (3)                                        |   |                       | 0.88       | %      |   |   | 123.38     | %      |
| Shares outstanding at end of period                      |   |                       | 65,413,942 |   |   |   | 67,045,105 |   |
| Ratios** / Supplemental Data:                       |   |                       |       |   |   |   |
| Ratio of operating expenses to average net assets (4)    |   |                       | 4.27       | %      |   |   | 3.71       | %      |
| Ratio of debt related expenses to average net assets (5) |   |                       | 4.06       | %      |   |   | 3.80       | %      |
| Ratio of total expenses to average net assets (5)        |   |                       | 8.33       | %      |   |   | 7.51       | %      |
| Ratio of net investment income to average net assets (5) |   |                       | 7.02       | %      |   |   | 5.70       | %      |
| Net assets at end of period                              |   | $                          | 631,510    |   |   | $      | 643,081    |   |
| Weighted average debt outstanding                        |   | $                          | 676,738    |   |   | $      | 649,965    |   |
| Weighted average debt per share (1)                      |   | $                          | 10.17      |   |   | $      | 9.69       |   |
| Asset coverage per unit (6)                              |   | $                          | 1,871      |   |   | $      | 2,424      |   |
| Portfolio turnover ratio                                 |   |                       | 56.91      | %      |   |   | 32.92      | %      |

* Not annualized for periods less than one year.

** Annualized for periods less than one year.

 

10.DEBT

 

The annualized weighted average cost of debt for the nine months ended June 30, 2022 and 2021, inclusive of the fee on the undrawn commitment under the Truist Credit Facility and amortized upfront fees on SBA debentures, 2024 Notes, 2026 Notes and 2026 Notes-2, was 4.0% and 3.5%, respectively. As of June 30, 2022, in accordance with the 1940 Act, with certain limited exceptions, we were only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing, excluding SBA debentures, pursuant to exemptive relief from the SEC received in June 2011.

 

On February 5, 2019, our stockholders 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 Small Business Credit Availability Act, or SBCAA) as approved by our board of directors on November 13, 2018. 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), subject to compliance with certain disclosure requirements. As of June 30, 2022 and September 30, 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 187% and 221%, respectively.

 

Truist Credit Facility

 

As of June 30, 2022, we had the multi-currency Truist Credit Facility for up to $465.0 million (increased from $435.0 million in December 2021) in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of June 30, 2022 and September 30, 2021, we had $422.9 million and $316.5 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 3.9% and 2.4%, respectively, exclusive of the fee on undrawn commitment, as of June 30, 2022 and September 30, 2021. The Truist Credit Facility is a revolving facility with a stated maturity date of September 4, 2024, a one-year term-out period on September 4, 2023 and pricing set at 225 basis points over LIBOR (or an alternative risk-free floating interest rate index). As of June 30, 2022 and September 30, 2021, we had $42.1 million and $118.5 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets, excluding assets held by SBIC II. As of June 30, 2022, we were in compliance with the terms of the Truist Credit Facility.

 

SBA Debentures

 

SBIC II is able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to customary regulatory requirements including an examination by the SBA. We have funded SBIC II with $75.0 million of equity capital and it had SBA debentures outstanding of $27.5 million and $63.5 million as of June 30, 2022 and September 30, 2021, respectively. SBA debentures are non-recourse to us and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. Under current SBA regulations, a SBIC may individually borrow up to a maximum of $175.0 million, which is up to twice its potential regulatory capital, and as part of a group of SBICs under common control may borrow a maximum of $350 million in the aggregate.

 

 

33

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

As of both June 30, 2022 and September 30, 2021, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During the three and nine months ended June 30, 2022, zero and $36.0 million in SBA debentures were repaid, respectively. During the  three and nine months ended June 30, 2021, there was $45.0 million and $55.0 million in SBA debentures were repaid, respectively.  As of both June 30, 2022 and September 30, 2021, the unamortized fees on the SBA debentures was $0.5 million, respectively. The SBA debentures’ upfront fees of 3.4% consist of a commitment fee of 1.0% and an issuance discount of 2.4%, which are being amortized.

 

Our fixed-rate SBA debentures were as follows ($ in thousands):

 

|                               |        |                   |        |                              |        |        |        |                                           |        |        |        |        |
|-------------------------------|--------|-------------------|--------|------------------------------|--------|--------|--------|-------------------------------------------|--------|--------|--------|--------|
| Issuance Dates                |   | Maturity          |   | Fixed All-in Coupon Rate (1) |   |   |   | As of June 30, 2022Principal Balance      |   |
| September 20, 2017            |   | September 1, 2027 |   |                         | 2.9    | %      |   |                                      |   |   | 27,500 |   |
|                          |   |              |   |                         |   |   |   |                                      |   |   |
| Issuance Dates                |   | Maturity          |   | Fixed All-in Coupon Rate (1) |   |   |   | As of September 30, 2021Principal Balance |   |
| September 20, 2017            |   | September 1, 2027 |   |                         | 2.9    | %      |   |                                      | $      |   | 27,500 |   |
| March 21, 2018                |   | March 1, 2028     |   |                         | 3.5    |   |   |                                      |   |   | 36,000 |   |
| Weighted Average Rate / Total |   |              |   |                         | 3.2    | %      |   |                                      | $      |   | 63,500 |   |

 

 

The SBIC program is designed to stimulate the flow of capital into eligible businesses. Under SBA regulations, SBIC II is subject to regulatory requirements, including making investments in SBA eligible businesses, investing at least 25% of regulatory capital in eligible smaller businesses, as defined under the 1958 Act, placing certain limitations on the financing terms of investments, prohibiting investment in certain industries and requiring capitalization thresholds that limit distributions to us, and is  subject to periodic audits and examinations of its financial statements that are prepared on a basis of accounting other than GAAP (for example, fair value, as defined under ASC 820, is not required to be used for assets or liabilities for such compliance reporting). As of June 30, 2022, SBIC II was in compliance with its regulatory requirements.

 

2024 Notes

 

As of  June 30, 2022 and September 30, 2021, we had zero and $86.3 million in aggregate principal amount of 2024 Notes outstanding, respectively. The 2024 Notes were redeemed on November 13, 2021 at a redemption price of $25.00 per 2024 Note, plus accrued and unpaid interest to November 13, 2021, pursuant to the indenture governing the 2024 Notes. Interest on the 2024 Notes was paid quarterly on January 15, April 15, July 15 and October 15, at a rate of 5.5% per year.

 

2026 Notes

 

In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.

 

2026 Notes-2

 

In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.4%. Interest on the 2026 Notes-2 is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.

 

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. Under these arrangements, we may be required to supply a letter of credit to a third party if the portfolio company were to request a letter of credit. As of June 30, 2022 and September 30, 2021, we had $177.6 million and $104.8 million, respectively, in commitments to fund investments.  For the same periods, there were no letters of credit issued.

 

 

34

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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)

June 30, 2022

 

12. UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES

 

We must determine which, if any, of our unconsolidated controlled portfolio companies is a "significant subsidiary" within the meaning of Regulation S-X. We have determined that, as of September 30, 2021, PennantPark Senior Loan Fund, LLC, PT Networks, LLC and RAM Energy Holdings LLC triggered at least one of the significance tests. As a result and in accordance with Rule 3-09 of Regulation S-X, presented below is summarized unaudited financial information for RAM Energy Holdings LLC for the three and nine months ended June 30, 2022 and 2021. Similarly, in accordance with Rule 4-08(g) of Regulation S-X, which requires summarized financial information to be included in the notes to the Company’s financial statements, please refer to Note 4 to review the Statement of Assets and Liabilities as well as the Statement of Operations for PennantPark Senior Loan Fund, LLC. PennantPark Senior Loan Fund, LLC did not meet the significance threshold under Rule 3-09 which requires separate audited financial statements. Our investment in PT Networks, LLC was realized on February 14, 2022.

 

 

 

|                   |        |                             |         |        |                            |        |        |        |        |        |         |        |        |        |         |        |
|-------------------|--------|-----------------------------|---------|--------|----------------------------|--------|--------|--------|--------|--------|---------|--------|--------|--------|---------|--------|
|              |   | Three Months Ended June 30, |    |   | Nine Months Ended June 30, |   |
| Income Statement  |   | 2022                        |    |   | 2021                       |   |   | 2022   |   |   | 2021    |   |
| Total revenue     |   | $                           | 17,726  |   |                       | $      | 23,044 |   |   | $      | 35,522  |   |   | $      | 50,134  |   |
| Total expenses    |   |                        | (12,499 | )      |                       |   | (9,393 | )      |   |   | (29,337 | )      |   |   | (27,090 | )      |
| Net income (loss) |   | $                           | 5,227   |   |                       | $      | 13,651 |   |   | $      | 6,185   |   |   | $      | 23,044  |   |

.

13. STOCK REPURCHASE PROGRAM

On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25 million of our outstanding common stock in the open market at prices below our net asset value as reported in our then most recently published consolidated financial statements. The shares may be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. Unless extended by our board of directors, the program, which may be implemented at the discretion of management, will expire on the earlier of March 31, 2023 and the repurchase of $25 million of common stock. During the three and nine months ended June 30, 2022, we repurchased 717,709 and 1,631,163, respectively, shares of common stock in open market transactions for an aggregate cost (including transaction costs) of $4.9 million and $12.0 million, respectively. During the three and nine months ended June 30, 2021, we did not make any repurchases of shares of our common stock.

 

 

14. SUBSEQUENT EVENTS

 

          On July 29, 2022, the Company entered into the Fifth Amendment to the Truist Credit Facility. The Fifth Amendment amends certain provisions of the Credit Agreement to, among other things, (1) increase the facility size from $465.0 million to $500.0 million, which may be further increased up to $750.0 million, subject to the terms of the Amended Credit Agreement, (2) extend the term of the revolving period from September 4, 2023 to July 29, 2026 and the stated maturity date from September 4, 2024 to July 29, 2027 for $475.0 million out of the total $500.0 million commitments (with the revolving period with respect to the remaining $25.0 million of commitments continuing to expire on September 4, 2023 and the related obligations maturing on September 4, 2024), (3) adjust the applicable margin with respect to the loans extended by the lenders of the extended $475.0 million commitments and (4) replace the LIBOR benchmark provisions with SOFR benchmark provisions, including applicable credit adjustment spread. In connection with the facility increase contemplated by the Fifth Amendment, Regions Bank joined the Amended Credit Agreement as an additional multicurrency lender.

 

The foregoing descriptions of the Fifth Amendment does not purport to be complete and is qualified in their entirety by reference to the full text of the Fifth Amendment, which is filed as an exhibit hereto and incorporated by reference herein.

 

Subsequent to quarter end we and Pantheon Ventures (UK) LLP, have agreed to increase our capital commitments to PSLF from $234.8 million to $310.8 million. PNNT's portion of this capital commitment increase is $45.9 million.

 

 

 

35

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Report of Independent Registered Public Accounting Firm

 

 

 

To the Stockholders and Board of Directors of PennantPark Investment Corporation and its Subsidiaries

 

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated statement of assets and liabilities of PennantPark Investment Corporation and its Subsidiaries (collectively referred to as the Company), including the consolidated schedule of investments, as of June 30, 2022, and the related consolidated statements of operations and changes in net assets for the three-month and nine-month periods ended June 30, 2022 and 2021, and cash flows for the nine-month periods ended June 30, 2022 and 2021, 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 accompanying interim financial information 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, 2021, 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 17, 2021, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities as of September 30, 2021, 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

August 3, 2022 

 

 

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Awareness Letter of Independent Registered Public Accounting Firm

 

 

To the Stockholders and Board of Directors of PennantPark Investment Corporation and its Subsidiaries

 

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of PennantPark Investment Corporation and its Subsidiaries for the periods ended June 30, 2022 and 2021, as indicated in our report dated August 3, 2022; because we did not perform an audit, we expressed no opinion on that information.

 

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, is incorporated by reference in Registration Statement No. 333-263564 on Form N-2.

 

We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

 

 

/s/ RSM US LLP

 

New York, New York

August 3, 2022

 

 

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, including the factors in “Risk Factors” and elsewhere in this Report.

 

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 Investment Corporation is a BDC whose objectives are to generate both current income and capital appreciation while seeking to preserve capital through debt and equity investments primarily made to U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and equity investments.

 

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We believe middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We seek to create a diversified portfolio that includes first lien secured debt, second lien secured debt, subordinated debt and equity investments by investing approximately $10 million to $50 million of capital, on average, in the securities of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. We use the term “middle-market” to refer to companies with annual revenues between $50 million and $1 billion. The companies in which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies. Securities rated below investment grade are often referred to as “leveraged loans” or “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. Our debt investments may generally range in 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.

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 Investment Corporation

 

PennantPark Investment Corporation, a Maryland corporation organized in January 2007, 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 have elected to be treated, and intend to qualify annually, as a RIC under the Code.

SBIC II, our wholly-owned subsidiary, was organized as a Delaware limited partnership in 2012. SBIC II received a license from the SBA to operate as a SBIC under Section 301(c) of the 1958 Act. SBIC II’s objectives are to generate both current income and capital appreciation through debt and equity investments generally by investing with us in SBA eligible businesses that meet the investment selection criteria used by PennantPark Investment.

 

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. PennantPark Investment, through the Investment Adviser, provides similar services to SBIC II under its investment management agreement. SBIC II’s investment management agreement does not affect the management and incentive fees on a consolidated basis. 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, Corporate Counsel and their respective staffs. PennantPark Investment, through the Administrator, provides similar services to SBIC II under its administration agreement with us. 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

 

COVID-19 was first detected in December 2019 and has since been identified as a global pandemic by the World Health Organization. The effect of the ongoing COVID-19 pandemic or any worsening thereof, uncertainty relating to more contagious strains of the virus, the length of recovery of certain economic sectors in the U.S. and globally and the speed and efficiency of the vaccination process, including the extent to which the available vaccines are ineffective against any new COVID- 19 variants may create stress on the market and may affect some of our portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including any worsening thereof or its duration in the United States and globally and any impact to our business operations or the business operations of our portfolio companies.

 

Due to the nature of certain governmental restrictions imposed in response to the COVID-19 pandemic and their potentially long-lasting duration, some portfolio companies, especially those in vulnerable industries such as retail, food and beverage and travel, have experienced significant financial distress and may default on their financial obligations to us and their other capital providers. Moreover, certain of our portfolio companies that remain subject to prolonged and severe financial distress, have substantially curtailed their operations, deferred capital expenditures, furloughed or laid off workers and/or terminated relationships with their service providers. Depending on the length and magnitude of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and possibly default on their financial obligations to us and their other capital providers in the future. These developments could impact the value of our investments in such portfolio companies.

 

The COVID-19 pandemic, including any worsening thereof, may have an adverse impact on certain sectors of the global economy. 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 due to the risk of any sever adverse reaction to the vaccine, politicization of the vaccination process or general public skepticism of the safety and efficacy of the vaccine. While we are unable to predict the ultimate adverse effect of the COVID-19 pandemic, or any worsening thereof, on our results of operation, we have identified certain factors that are likely to affect market, economic and geopolitical conditions, and thereby may adversely affect our business, including:

 

The business disruption and financial harm resulting from the COVID-19 pandemic experienced by some of our portfolio companies may 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. This has required us to reduce the amount of our distributions to stockholders as compared to distributions in previous years. As of  June 30, 2022, we had one portfolio company on  non-accrual status, and the continuing impact of the COVID-19 pandemic, or any worsening thereof, may result in portfolio investments being placed on non-accrual status in the future.

 

 

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Additionally, as of June 30, 2022 and September 30, 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 187% and 221%, respectively. The Truist Credit Facility includes standard covenants and events of default provisions. If we fail to make the required payments or breach the covenants therein, it could result in a default under the Truist 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 Truist 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.

 

We are also subject to financial risks, including changes in market interest rates. As of June 30, 2022, our interest bearing debt portfolio consisted of 96% 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 Truist Credit Facility also has floating rate interest provisions, with pricing set at 225 basis points over LIBOR (or an alternative risk-free floating interest rate index).  Due to such rates, our gross investment income may decrease, which could result in a decrease in our net investment income if such decreases in LIBOR are not offset by, among other things, a corresponding increase in the spread over LIBOR that we earn on such loans or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” below.

 

In addition, we have continued to implement our business continuity planning strategy. Our priority has been to safeguard the health of our employees and to ensure continuity of business operations on behalf of our investors. As a result of our business continuity planning strategy, nearly all of our employees have returned to the office. Our systems and infrastructure have continued to support our business operations. We implemented a heightened level of communication across senior management, our investment team and our board of directors, and we have proactively engaged with our vendors on a regular basis to ensure they continue to meet our criteria for business continuity.

 

LIBOR Developments

 

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. As of December 31, 2021, all non-U.S. dollar LIBOR publications have been phased out. The phase out of a majority of the U.S. dollar publications is currently delayed until June 30, 2023. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, it is not possible at this time to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 pandemic will have further effect on LIBOR transition timelines, or other reforms to LIBOR that may be enacted.

 

The effect of the establishment of alternative reference rates or other reforms to LIBOR or other reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations. Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are continuing uncertainties regarding the transition from LIBOR, including, but not limited to, the need to amend all contracts with LIBOR as the referenced rate and how this will impact the cost of variable rate debt and certain derivative financial instruments. In addition, SOFR or other replacement rates may fail to gain market acceptance. Any failure of SOFR or alternative reference rates to gain market acceptance could adversely affect the return on, value of and market for securities linked to such rates.

 

Factors such as the pace of the transition to replacement or reformed rates, the specific terms and parameters for and market acceptance of any alternative reference rate, prices of and the liquidity of trading markets for products based on alternative reference rates, and our ability to transition and develop appropriate systems and analytics for one or more alternative reference rates could also have a material adverse effect on our business, financial condition and results of operations.

 

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 fixed or a floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, our investments provide for deferred interest payments and 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 and deferred financing costs on liabilities, which we do not fair value, 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.

 

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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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 June 30, 2022, our portfolio totaled $1,314.8 million, which consisted of $721.8 million of first lien secured debt, $129.7 million of second lien secured debt, $121.2 million of subordinated debt (including $88.0 million in PSLF) and $342.2 million of preferred and common equity (including $53.1 million in PSLF). Our debt portfolio consisted of 96% variable-rate investments and 4% fixed-rate investments. As of June 30, 2022, we had one portfolio company on non-accrual, representing 0.9% and 0.5% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $64.9 million as of June 30, 2022. Our overall portfolio consisted of 118 companies with an average investment size of $11.1 million, had a weighted average yield on interest bearing debt investments of 9.3% and was invested 55% in first lien secured debt, 10% in second lien secured debt, 9% in subordinated debt (including 7% in PSLF) and 26% in preferred and common equity (including 4% in PSLF). As of June 30, 2022, all of the investments held by PSLF were first lien secured debt.

 

As of September 30, 2021, our portfolio totaled $1,255.3 million and consisted of $552.5 million of first lien secured debt, $176.9 million of second lien secured debt, $121.2 million of subordinated debt (including $64.2 million in PSLF) and $404.7 million of preferred and common equity (including $41.2 million in PSLF). Our interest bearing debt portfolio consisted of 92% variable-rate investments and 8% fixed-rate investments. As of September 30, 2021, we had no portfolio companies on non-accrual. Overall, the portfolio had net unrealized appreciation of $34.2 million as of September 30, 2021. Our overall portfolio consisted of 97 companies with an average investment size of $12.9 million, had a weighted average yield on interest bearing debt investments of 9.0% and was invested 44% in first lien secured debt, 14% in second lien secured debt, 10% in subordinated debt (including 5% in PSLF) and 32% in preferred and common equity (including 3% in PSLF). As of September 30, 2021, all of the investments held by PSLF were first lien secured debt.

 

For the three months ended June 30, 2022, we invested $326.3 million in 11 new and 36 existing portfolio companies with a weighted average yield on debt investments of 8.7%. Sales and repayments of investments for the three months ended June 30, 2022 totaled $198.3 million. For the nine months ended June 30, 2022, we invested $799.4 million in 35 new and 95 existing portfolio companies with a weighted average yield on debt investments of 8.2%. Sales and repayments of investments for the nine months ended June 30, 2022 totaled $736.0 million.

 

For the three months ended June 30, 2021, we invested $133.4 million in seven new and nine existing portfolio companies with a weighted average yield on debt investments of 7.9%. Sales and repayments of investments for the three months ended June 30, 2021 totaled $191.0 million. For the nine months ended June 30, 2021, we invested $276.4 million in 14 new and 32 existing portfolio companies with a weighted average yield on debt investments of 8.4%. Sales and repayments of investments for the nine months ended June 30, 2021 totaled $358.6 million.

 

PennantPark Senior Loan Fund, LLC

 

As of June 30, 2022, PSLF’s portfolio totaled $608.4 million, consisted of 72 companies with an average investment size of $8.5 million and had a weighted average yield on debt investments of 7.9 %.

 

As of September 30, 2021, PSLF’s portfolio totaled $405.2 million, consisted of 47 companies with an average investment size of $8.6 million and had a weighted average yield on debt investments of 7.2%.

 

For the three months ended June 30, 2022, PSLF invested $200.5 million (of which $176.0 million was purchased from the Company) in 14 new and 17 existing portfolio companies with a weighted average yield on debt investments of 7.3% . PSLF’s sales and repayments of investments for the same period totaled $35.1 million. For the nine months ended June 30, 2022, PSLF invested $278.6 million (of which $235.6 million was purchased from the Company) in 29 new and 19 existing portfolio companies with a weighted average yield on debt investments of 7.3%. PSLF’s sales and repayments of investments for the same period totaled $73.0 million.

 

For the three months ended June 30, 2021, PSLF invested $54.1 million (of which $54.1 million was purchased from the Company) in six new and two existing portfolio companies with a weighted average yield on debt investments of 7.1%. PSLF’s sales and repayments of investments for the same period totaled $50.9 million. For the nine months ended June 30, 2021, PSLF invested $117.8 million (of which $91.9 million was purchased from the Company) in 12 new and eight existing portfolio companies with a weighted average yield on debt investments of 7.3%. PSLF’s sales and repayments of investments for the same period totaled $91.6 million.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

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, including the credit worthiness of our portfolio companies and the global outbreak of COVID-19. 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. We discuss our critical accounting estimates

 

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in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Annual Report on Form 10-K. There have been no significant changes in our critical accounting estimates during the nine months from those disclosed in our 2021 Annual Report on Form 10-K.

 

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 our 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:

 

 

 

 

 

 

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 our 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:

 

|          |                                                                                                                                                                                                                                                                                                                                                                           |        |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 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 Credit Facility, 2026 Notes, 2026-2 Notes and our SBA debentures are classified as Level 3. Our 2024 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 SEC recently adopted Rule 2a-5 under the 1940 Act which established requirements for determining fair value in good faith purposes of the 1940 Act. We will comply with the requirement of the rule before the requirement date of September 8, 2022.

 

In addition to using the above inputs to value cash equivalents, investments, our SBA debentures, our 2024 Notes, our 2026 Notes, 2026 Notes-2 and our Credit Facility, 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 our Credit Facility. We elected to use the fair value option for the Credit Facility to align the measurement attributes of both our assets and liabilities while

 

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mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we did not incur any expenses relating to amendment costs on the Credit Facility for both the three and nine months ended June 30, 2022 and 2021. 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 is reported in our Consolidated Statements of Operations. We elect not to apply ASC 825-10 to any other financial assets or liabilities, including the 2024 Notes, 2026 Notes, 2026 Notes-2 and SBA debentures.

 

For the three and nine months ended June 30, 2022, the Truist Credit Facility had a net change in unrealized depreciation of $8.9 million and $9.1 million, respectively. For the three and nine months ended June 30, 2021, our Truist Credit Facility had a net change in unrealized appreciation of $1.6 million and $18.5 million, respectively.  As of June 30, 2022 and September 30, 2021, the net unrealized depreciation on the Truist Credit Facility totaled $10.9 million and $1.7 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that the board of directors uses to value our investments.

 

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.

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 and our Credit Facility 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:

 

 

 

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.

 

Payment-in-Kind, or 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 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 U.S. 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 realized but not distributed during such years and on which we did not incur any U.S. 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 maintaining 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.

 

For the three and nine months ended June 30, 2022, we recorded a provision for taxes on net investment income of $0.2 million and $0.6 million respectively, all of which pertains to U.S. federal excise tax. For the three and nine months ended June 30, 2021, we recorded a provision for taxes on net investment income of $0.2 million and $0.5 million respectively, all of which pertains to U.S. federal excise tax.

 

 

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PNNT Investment Holdings, LLC, a wholly-owned subsidiary of the Company, is subject to U.S. federal, state and local corporate income taxes.  The income tax expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.

 

For the three and nine months ended June 30, 2022, the Company recognized a provision for taxes of $1.1 million and $6.2 million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the three and nine months ended June 30, 2022, the Company recognized a provision for taxes of $8.1 million and $8.1 million, respectively, on net unrealized gain on investments by the Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments which were realized and unrealized during fiscal year ending September 30, 2022 and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains. For the three and nine months ended June 30, 2021, the Company recognized a provision for taxes of zero on net realized and unrealized gains on investments by the Taxable Subsidiary.

 

During the three and nine months ended June 30, 2022, the Company paid zero and $4.0 million, respectively, in federal taxes on realized gains on the sale of investments held by the Taxable Subsidiary. Due to offsetting losses in the three months ended June 30, 2022 the $4.0 million is expected to be refunded and is shown on the consolidated statement of assets and liabilities under prepaid expenses and other assets. The state and local tax liability of $6.2 million as of June 30, 2022 is included under accrued other expenses in the consolidated statement of assets and liabilities.

 

We have formed the Taxable Subsidiary, which is subject to tax as a corporation. The Taxable Subsidiary allows 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 nine months ended June 30, 2022 and 2021.

 

Investment Income

 

Investment income for the three and nine months ended June 30, 2022 was $23.3 million and $76.0 million, respectively, which was attributable to $17.6 million and $52.2 million from first lien secured debt, $2.9 million and $13.7 million from second lien secured debt, $0.3 million and $2.6 million from subordinated debt and $2.5 million and $7.4 million from preferred and common equity, respectively. This compares to Investment income for the three and nine months ended June 30, 2021 was $20.5 million and $58.5 million, respectively, which was attributable to $11.8 million and $33.9 million from first lien secured debt, $5.2 million and $15.8 million from second lien secured debt, $1.8 million and $5.2 million from subordinated debt and $1.7 million and $3.6 million from preferred and common equity, respectively. The increase in investment income compared to the same periods in the prior year was primarily due to the increase in the size of our debt portfolio.

 

Expenses

 

Expenses for the three and nine months ended June 30, 2022 totaled $12.8 million and $41.3 million, respectively. Base management fee for the same periods totaled $4.9 million and $15.0 million, performance base incentive fee for the same periods totaled zero and $2.7 million, debt related interest and expenses totaled $6.7 million and $20.1 million, general and administrative expenses totaled $1.0 million and $3.0 million and provision for taxes totaled $0.2 million and $0.6 million, respectively. This compares to expenses for the three and nine months ended June 30, 2021 $12.3 million and $33.2 million, respectively. Base management fee for the same periods totaled $4.4 million and $12.8 million, debt related interest and expenses totaled $6.9 million (including a one-time $1.1 million payment, which is related to the early repayment of SBA Debt) and $16.8 million, general and administrative expenses totaled $0.9 million and $3.2 million and provision for taxes totaled $0.2 million and $0.5 million, respectively. The increase in expenses for the three months ended June 30, 2022 compared to the same period in the prior year was primarily due to increased financing costs.

 

Net Investment Income

 

Net investment income totaled $10.6 million and $34.8 million, or $0.16 and $0.52 per share, for the three and nine months ended June 30, 2022, respectively. Net investment income totaled $8.1 million and $25.2 million, or $0.12 and $0.38 per share, for the three and nine months ended June 30, 2021, respectively. The increase in net investment income compared to the same period in the prior year was primarily due to increased investment income.

 

Net Realized Gains or Losses

 

Sales and repayments of investments for the three and nine months ended June 30, 2022 totaled $198.3 million and $736.0 million, respectively, and net realized gains (losses) totaled $(34.3) million and $82.4 million, respectively. Sales and repayments of investments for the three and nine months ended June 30, 2021 totaled $191.0 million and $358.6 million, respectively, and net realized gains (losses) totaled $41.7 million and $24.4 million, respectively.   The change in realized gains was primarily due to changes in the market conditions of our investments and the values at which they were realized.

 

Unrealized Appreciation or Depreciation on Investments and the Credit Facility

 

For the three and nine months ended June 30, 2022, we reported net change in unrealized appreciation (depreciation) on investments of $5.6 million and $(99.1) million, respectively. For the three and nine months ended June 30, 2021, we reported net change in unrealized appreciation (depreciation) on investments of $(16.3) million and $110.4 million, respectively.  As of June 30, 2022 and September 30, 2021, our net unrealized appreciation (depreciation) on investments totaled $(64.9) million and $34.2 million, respectively. The net change in unrealized depreciation on our investments compared to the same period in the prior year was primarily due to the reversal of the unrealized appreciation of PT Network Intermediate Holdings, LLC associated with the realization of the investment.

 

For the three and nine months ended June 30, 2022, the Truist Credit Facility had a net change in unrealized depreciation of $8.9 million and $9.2 million, respectively. For the three and nine months ended June 30, 2021, the Truist Credit Facility had a net change in unrealized appreciation of $1.6 million and $18.5 million, respectively, respectively.  As of June 30, 2022 and September 30, 2021, the net unrealized depreciation on the Truist Credit Facility totaled $10.9 million and $1.7 million, respectively. The net change in unrealized depreciation compared to the same periods in the prior year was primarily due to changes in the capital markets.

 

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Net Change in Net Assets Resulting from Operations

 

Net change in net assets resulting from operations totaled $(18.5) million and $10.2 million, or $(0.28) and $0.15 per share, for the three and nine months ended June 30, 2022, respectively. Net change in net assets resulting from operations totaled $31.9 million and $141.5 million, or $0.48 and $2.11 per share, for the three and nine months ended June 30, 2021, respectively. The decrease in the net change in net assets from operations for the three and nine months ended June 30, 2022 compared to the same periods in the prior year was primarily due to a decrease in unrealized appreciation.

 

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 June 30, 2022, 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, excluding SBA debentures pursuant to exemptive relief from the SEC received in June 2011. This “Liquidity and Capital Resources” section should be read in conjunction with the “COVID-19 Developments” section above.

 

On February 5, 2019, our stockholders 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 approved by our board of directors on November 13, 2018. 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), subject to compliance with certain disclosure requirements.

 

As of June 30, 2022 and September 30, 2021, our asset coverage ratio, computed in accordance with the 1940 Act was 187% and 221%, respectively.

 

The annualized weighted average cost of debt for the nine months ended June 30, 2022 and 2021, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility, amortized upfront fees on SBA debentures, was 4.0% and 3.5%, respectively.

 

As of June 30, 2022, we had the multi-currency Truist Credit Facility for up to $465.0 million (increased from $435.0 million in December 2021) in borrowings with certain lenders and Truist Bank, acting as administrative agent, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of June 30, 2022 and September 30, 2021, we had $422.9 million and $316.5 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 3.9% and 2.4%, respectively, exclusive of the fee on undrawn commitments, as of June 30, 2022 and September 30, 2021. The Truist Credit Facility is a revolving facility with a stated maturity date of September 4, 2024, a one-year term-out period on September 4, 2023 and pricing set at 225 basis points over LIBOR (or an alternative risk-free floating interest rate index). As of June 30, 2022 and September 30, 2021, we had $42.1 million and $118.5 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets excluding assets held by SBIC II. As of June 30, 2022, we were in compliance with the terms of the Truist Credit Facility.

 

On November 13, 2021, the 2024 Notes were redeemed  at a redemption price of $25.00 per 2024 Note, plus accrued and unpaid interest to November 13, 2021, pursuant to the indenture governing the 2024 Notes. Accordingly, as of June 30, 2022 and September 30, 2021, we had zero and $86.3 million in aggregate principal amount of 2024 Notes outstanding, respectively. Interest on the 2024 Notes was paid quarterly on January 15, April 15, July 15 and October 15, at a rate of 5.5% per year.

As of June 30, 2022, we had $150.0 million in aggregate principal amount of 2026 Notes outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026, and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.

As of June 30, 2022, we had $165.0 million in aggregate principal amount of 2026 Notes-2 outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.0% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026, and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes-2 are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.

We may raise additional equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, by securitizing a portion of our investments or borrowing from the SBA, among other sources. Any future additional debt capital we incur, to the extent it is available, may be issued at a higher cost and on less favorable terms and conditions than the Truist Credit Facility, 2026 Notes, 2026 Notes-2 and SBA debentures. Furthermore, the Truist Credit Facility availability depends on various covenants and restrictions. 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 or strategic purposes such as our stock repurchase program.

 

SBIC II is able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to customary regulatory requirements including an examination by the SBA. We have funded SBIC II with $75.0 million of equity capital and it had SBA debentures outstanding of $27.5 million and $63.5 million as of June 30, 2022 and September 30, 2021, respectively. SBA debentures are non-recourse to us and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. Under current SBA regulations, a SBIC may individually borrow up to a maximum of $175.0 million, which is up to twice its potential regulatory capital, and as part of a group of SBICs under common control may borrow a maximum of $350 million in the aggregate.

 

As of both June 30, 2022 and September 30, 2021, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During the three and nine months ended June 30, 2022, zero and $36.0 million in SBA debentures were repaid, respectively. During the  three and nine months ended June 30, 2021, there was $45.0 million and $55.0 million in SBA debentures were repaid, respectively.  As of both June 30, 2022 and September 30, 2021, the unamortized fees on the SBA debentures was $0.4 million, respectively. The SBA debentures’ upfront fees of 3.4% consist of a commitment fee of 1.0% and an issuance discount of 2.4%, which are being amortized.

 

 

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Our fixed-rate SBA debentures as of June 30, 2022 and September 30, 2021 were as follows:

 

|                               |        |                   |        |                              |        |        |        |                                           |        |        |        |        |
|-------------------------------|--------|-------------------|--------|------------------------------|--------|--------|--------|-------------------------------------------|--------|--------|--------|--------|
| Issuance Dates                |   | Maturity          |   | Fixed All-in Coupon Rate (1) |   |   |   | As of June 30, 2022Principal Balance      |   |
| September 20, 2017            |   | September 1, 2027 |   |                         | 2.9    | %      |   |                                      |   |   | 27,500 |   |
|                          |   |              |   |                         |   |   |   |                                      |   |   |
| Issuance Dates                |   | Maturity          |   | Fixed All-in Coupon Rate (1) |   |   |   | As of September 30, 2021Principal Balance |   |
| September 20, 2017            |   | September 1, 2027 |   |                         | 2.9    | %      |   |                                      | $      |   | 27,500 |   |
| March 21, 2018                |   | March 1, 2028     |   |                         | 3.5    |   |   |                                      |   |   | 36,000 |   |
| Weighted Average Rate / Total |   |              |   |                         | 3.2    | %      |   |                                      | $      |   | 63,500 |   |

 

 

The SBIC program is designed to stimulate the flow of capital into eligible businesses. Under SBA regulations, SBIC II is subject to regulatory requirements, including making investments in SBA eligible businesses, investing at least 25% of regulatory capital in eligible smaller businesses, as defined under the 1958 Act, placing certain limitations on the financing terms of investments, prohibiting investment in certain industries and requiring capitalization thresholds that limit distributions to us, and is  subject to periodic audits and examinations of their financial statements that are prepared on a basis of accounting other than GAAP (for example, fair value, as defined under ASC 820, is not required to be used for assets or liabilities for such compliance reporting). As of June 30, 2022, SBIC II was in compliance with their regulatory requirements.

 

In accordance with the 1940 Act, with certain limited exceptions, PennantPark Investment is only allowed to borrow amounts such that our required 150% asset coverage ratio is met after such borrowing. As of June 30, 2022 and September 30, 2021, we excluded the principal amounts of our SBA debentures from our asset coverage ratio pursuant to SEC exemptive relief. In 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage ratio requirement to exclude the SBA debentures from the calculation. Accordingly, our ratio of total assets on a consolidated basis to outstanding indebtedness may be less than 150% which, while providing increased investment flexibility, also increases our exposure to risks associated with leverage.

 

We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which 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 2022 PennantPark Investment Advisers serves as our investment adviser. PennantPark Investment, through the Investment Adviser, provides similar services to SBIC II under its investment management agreement with us. SBIC II’s investment management agreement does not affect the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. 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 2022 the Administrator furnishes us with office facilities and administrative services necessary to conduct our day-to-day operations. PennantPark Investment, through the Administrator, provides similar services to SBIC II under its administration agreements, which are intended to have no effect on the consolidated administration fee. 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.

 

As of June 30, 2022 and September 30, 2021, we had cash and cash equivalents of $29.5 million and $20.4 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to allows us to effectively operate our business.

 

Our operating activities used cash of $97.5 million for the nine months ended June 30, 2022, and our financing activities provided cash of $106.9 million for the same period. Our operating activities used cash primarily due to our investment activities and our financing activities provided cash primarily due to borrowings under the Truist Credit Facility and proceeds from our 2026-2 Notes.

 

Our operating activities provided cash of $95.7 million for the nine months ended June 30, 2021 and our financing activities used cash of $107.4 million for the same period. Our operating activities provided cash primarily from our investment activities and our financing activities used cash primarily to pay down the Truist Credit Facility and our SBA Debentures.

 

PennantPark Senior Loan Fund, LLC

 

In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of June 30, 2022 and September 30, 2021, PSLF had total assets of $664.6 million and $417.4 million, respectively. PSLF’s portfolio consisted of debt investments in 72 and 47 portfolio companies as of June 30, 2022 and September 30, 2021, respectively. As of the same dates, we and Pantheon had no remaining commitments to fund first lien secured debt and equity interests in PSLF. As of June 30, 2022, at fair value, the largest investment in a single portfolio company in PSLF was $17.9 million and the five largest investments totaled $87.2 million. As of September 30, 2021, at fair value, the largest investment in a single portfolio company in PSLF was $16.8 million and the five largest investments totaled $74.4 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.

 

We provide capital to PSLF in the form of subordinated notes and equity interests. As of June 30, 2022 and September 30, 2021, we and Pantheon owned 60.5% and 39.5%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of June 30, 2022 and September 30, 2021 our investment in PSLF consisted of subordinated notes of $88.0 million and $64.2 million, respectively, and equity interests of $53.1 million and $41.2 million, respectively.

 

We and Pantheon each appointed two members to PSLF’s four-person Member Designees’ Committee, or the Member Designees’ Committee. All material decisions with respect to PSLF, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. Quorum is defined as (i) the presence of two members of the Member Designees’ Committee; provided that at least one individual is present that was elected, designated or appointed by each of us and Pantheon; (ii) the presence of three members of the Member Designees’ Committee, provided that the individual that was elected, designated or appointed by each of us

 

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or Pantheon, as the case may be, with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the Member Designees’ Committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each of us and Pantheon.

 

Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $225.0 million (reduced from $275.0 million on March 2, 2022) senior secured revolving credit facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 255 basis points during the investment period, or the PSLF Credit Facility, with BNP Paribas, subject to leverage and borrowing base restrictions.

 

In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC. of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC. transferred to PSLF 100% of the Preferred Shares of PennantPark CLO IV, LLC. and 100% of the Subordinated Notes issued by PennantPark CLO IV, LLC.

Below is a summary of PSLF’s portfolio at fair value:

 

|                                                             |        |               |         |        |                    |        |         |        |
|-------------------------------------------------------------|--------|---------------|---------|--------|--------------------|--------|---------|--------|
| ($ in thousands)                                            |   | June 30, 2022 |    |   | September 30, 2021 |   |
| Total investments                                           |   | $             | 608,375 |   |               | $      | 405,233 |   |
| Weighted average cost yield on income producing investments |   |          | 7.9     | %      |               |   | 7.1     | %      |
| Number of portfolio companies in PSLF                       |   |          | 72      |   |               |   | 47      |   |
| Largest portfolio company investment                        |   | $             | 17,897  |   |               | $      | 16,817  |   |
| Total of five largest portfolio company investments         |   | $             | 87,170  |   |               | $      | 74,445  |   |

 

 

 

Below is a listing of PSLF’s individual investments as of June 30, 2022($ in thousands, except share data):

 

 

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|                                                                                      |        |            |        |                                                    |        |                     |        |        |                                  |          |          |         |        |        |          |         |        |                |        |         |        |        |        |        |
|--------------------------------------------------------------------------------------|--------|------------|--------|----------------------------------------------------|--------|---------------------|--------|--------|----------------------------------|----------|----------|---------|--------|--------|----------|---------|--------|----------------|--------|---------|--------|--------|--------|--------|
| Issuer Name                                                                          |   | Maturity   |   | Industry                                           |   | Current Coupon |   |   | Basis PointSpread AboveIndex (1) |     |     | Par     |   |   | Cost     |    |   | Fair Value (2) |   |
| First Lien Secured Debt - 693.3%                                                     |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |    |   |           |   |
| Ad.net Acquisition, LLC                                                              |   | 5/6/2026   |   | Media                                              |   |                | 8.25   | %      |                             | 3M L+600 |     |    |   | 4,950  |     |    | $      | 4,950          |   |    | $      | 4,950  |   |
| Alpine Acquisition Corp II                                                           |   | 11/30/2026 |   | Containers, Packaging and Glass                    |   |                | 7.22   | %      |                             | 3M L+800 |     |    |   | 10,000 |     |    |   | 9,806          |   |    |   | 9,800  |   |
| Altamira Technologies, LLC                                                           |   | 7/24/2025  |   | Aerospace and Defense                              |   |                | 9.24   | %      |                             | 3M L+550 |     |    |   | 884    |     |    |   | 876            |   |    |   | 842    |   |
| American Insulated Glass, LLC                                                        |   | 12/21/2023 |   | Building Materials                                 |   |                | 6.50   | %      |                             | 3M L+575 |     |    |   | 17,463 |     |    |   | 17,417         |   |    |   | 17,463 |   |
| Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)                      |   | 6/10/2025  |   | Media                                              |   |                | 7.75   | %      |                             | 1M L+550 |     |    |   | 13,905 |     |    |   | 13,757         |   |    |   | 13,835 |   |
| Any Hour Services                                                                    |   | 7/21/2027  |   | Personal, Food and Miscellaneous Services          |   |                | 6.75   | %      |                             |     | — |    |   |   | 9,978    |    |   |           | 9,969  |    |   |   | 9,878  |   |
| Apex Service Partners, LLC                                                           |   | 7/31/2025  |   | Personal, Food and Miscellaneous Services          |   |                | 6.25   | %      |                             | 3M L+575 |     |    |   | 6,569  |     |    |   | 6,498          |   |    |   | 6,536  |   |
| Apex Service Partners, LLC Term Loan B                                               |   | 7/31/2025  |   | Personal, Food and Miscellaneous Services          |   |                | 6.55   | %      |                             | 3M L+550 |     |    |   | 3,323  |     |    |   | 3,296          |   |    |   | 3,307  |   |
| Apex Service Partners, LLC - Term Loan C                                             |   | 7/31/2025  |   | Personal, Food and Miscellaneous Services          |   |                | 6.50   | %      |                             | 3M L+600 |     |    |   | 7,607  |     |    |   | 7,607          |   |    |   | 7,569  |   |
| Applied Technical Services, LLC                                                      |   | 12/29/2026 |   | Environmental Services                             |   |                | 8.00   | %      |                             | 3M L+500 |     |    |   | 7,388  |     |    |   | 7,296          |   |    |   | 7,295  |   |
| Blackhawk Industrial Distribution, Inc.                                              |   | 9/17/2024  |   | Distribution                                       |   |                | 7.20   | %      |                             | 3M L+600 |     |    |   | 18,078 |     |    |   | 17,829         |   |    |   | 17,897 |   |
| CF512, Inc.                                                                          |   | 8/20/2026  |   | Media                                              |   |                | 7.58   | %      |                             | 3M L+575 |     |    |   | 2,992  |     |    |   | 2,964          |   |    |   | 2,948  |   |
| Connatix Buyer, Inc.                                                                 |   | 7/13/2027  |   | Media                                              |   |                | 6.91   | %      |                             | 1M L+550 |     |    |   | 9,190  |     |    |   | 9,236          |   |    |   | 9,029  |   |
| Crash Champions, LLC                                                                 |   | 8/5/2025   |   | Auto Sector                                        |   |                | 6.83   | %      |                             | 3M L+750 |     |    |   | 15,940 |     |    |   | 15,637         |   |    |   | 15,860 |   |
| Dr. Squatch, LLC                                                                     |   | 8/31/2027  |   | Personal and Non-Durable Consumer Products         |   |                | 8.00   | %      |                             | 3M L+475 |     |    |   | 6,452  |     |    |   | 6,445          |   |    |   | 6,452  |   |
| DRS Holdings III, Inc.                                                               |   | 11/3/2025  |   | Consumer Products                                  |   |                | 7.42   | %      |                             | 3M L+600 |     |    |   | 15,182 |     |    |   | 15,099         |   |    |   | 14,742 |   |
| Duraco Specialty Tapes LLC                                                           |   | 6/30/2024  |   | Manufacturing / Basic Industries                   |   |                | 6.87   | %      |                             | 3M L+575 |     |    |   | 8,200  |     |    |   | 8,049          |   |    |   | 8,028  |   |
| ECL Entertainment, LLC                                                               |   | 5/1/2028   |   | Hotels, Motels, Inns and Gaming                    |   |                | 9.75   | %      |                             | 3M L+500 |     |    |   | 4,569  |     |    |   | 4,569          |   |    |   | 4,452  |   |
| ECM Industries, LLC                                                                  |   | 12/23/2025 |   | Electronics                                        |   |                | 6.32   | %      |                             | 3M L+600 |     |    |   | 2,823  |     |    |   | 2,757          |   |    |   | 2,766  |   |
| Exigo Intermediate II, LLC                                                           |   | 3/15/2027  |   | Business Services                                  |   |                | 6.81   | %      |                             | 1M L+575 |     |    |   | 10,000 |     |    |   | 9,863          |   |    |   | 9,850  |   |
| Global Holdings InterCo LLC                                                          |   | 3/16/2026  |   | Banking, Finance, Insurance & Real Estate      |   |                | 7.00   | %      |                             | 3M L+600 |     |    |   | 7,380  |     |    |   | 7,350          |   |    |   | 7,159  |   |
| Graffiti Buyer, Inc.                                                                 |   | 8/10/2027  |   | Distribution                                       |   |                | 8.00   | %      |                             | 3M L+550 |     |    |   | 1,979  |     |    |   | 1,943          |   |    |   | 1,925  |   |
| Hancock Roofing and Construction L.L.C.                                              |   | 12/31/2026 |   | Insurance                                          |   |                | 7.09   | %      |                             | 1M L+575 |     |    |   | 6,838  |     |    |   | 6,838          |   |    |   | 6,770  |   |
| Holdco Sands Intermediate, LLC                                                       |   | 11/23/2028 |   | Aerospace and Defense                              |   |                | 7.00   | %      |                             | 1M L+800 |     |    |   | 13,990 |     |    |   | 13,720         |   |    |   | 13,710 |   |
| HW Holdco, LLC                                                                       |   | 12/10/2024 |   | Media                                              |   |                | 6.00   | %      |                             | 3M L+700 |     |    |   | 14,475 |     |    |   | 14,325         |   |    |   | 14,186 |   |
| IDC Infusion Services, Inc.                                                          |   | 12/30/2026 |   | Healthcare, Education and Childcare                |   |                | 7.00   | %      |                             | 3M L+750 |     |    |   | 9,975  |     |    |   | 9,791          |   |    |   | 9,875  |   |
| IG Investments Holdings, LLC                                                         |   | 9/22/2028  |   | Business Services                                  |   |                | 8.02   | %      |                             | 1M L+575 |     |    |   | 4,484  |     |    |   | 4,397          |   |    |   | 4,417  |   |
| Imagine Acquisitionco, LLC                                                           |   | 11/15/2027 |   | Business Services                                  |   |                | 6.91   | %      |                             | 3M L+625 |     |    |   | 5,660  |     |    |   | 5,554          |   |    |   | 5,490  |   |
| Inception Fertility Ventures, LLC                                                    |   | 12/7/2023  |   | Healthcare, Education and Childcare                |   |                | 9.08   | %      |                             | 3M L+550 |     |    |   | 17,409 |     |    |   | 16,979         |   |    |   | 16,973 |   |
| Infolinks Media Buyco, LLC                                                           |   | 11/1/2026  |   | Media                                              |   |                | 8.00   | %      |                             | 1M L+550 |     |    |   | 6,461  |     |    |   | 6,461          |   |    |   | 6,461  |   |
| Integrity Marketing Acquisition, LLC                                                 |   | 8/27/2025  |   | Insurance                                          |   |                | 7.83   | %      |                             | 3M L+575 |     |    |   | 17,490 |     |    |   | 17,412         |   |    |   | 17,322 |   |
| K2 Pure Solutions NoCal, L.P.                                                        |   | 12/20/2023 |   | Chemicals, Plastics and Rubber                     |   |                | 9.67   | %      |                             | 3M L+550 |     |    |   | 14,475 |     |    |   | 14,333         |   |    |   | 14,345 |   |
| LAV Gear Holdings, Inc.                                                              |   | 10/31/2024 |   | Leisure, Amusement, Motion Pictures, Entertainment |   |                | 8.50   | %      |                             | 3M L+500 |     |    |   | 2,137  |     |    |   | 2,127          |   |    |   | 2,081  |   |
| Lash OpCo, LLC                                                                       |   | 2/18/2027  |   | Consumer Products                                  |   |                | 9.25   | %      |                             | 1M L+650 |     |    |   | 9,950  |     |    |   | 9,824          |   |    |   | 9,850  |   |
| Lightspeed Buyer Inc.                                                                |   | 2/3/2026   |   | Healthcare, Education and Childcare                |   |                | 7.42   | %      |                             | 3M L+475 |     |    |   | 12,377 |     |    |   | 12,137         |   |    |   | 12,129 |   |
| MAG DS Corp.                                                                         |   | 4/1/2027   |   | Aerospace and Defense                              |   |                | 7.75   | %      |                             | 3M L+550 |     |    |   | 5,585  |     |    |   | 5,124          |   |    |   | 5,083  |   |
| Mars Acquisition Holdings Corp.                                                      |   | 5/14/2026  |   | Media                                              |   |                | 7.17   | %      |                             | 1M L+625 |     |    |   | 7,940  |     |    |   | 7,880          |   |    |   | 7,861  |   |
| MBS Holdings, Inc.                                                                   |   | 4/16/2027  |   | Telecommunications                                 |   |                | 6.75   | %      |                             | 3M L+575 |     |    |   | 7,425  |     |    |   | 7,343          |   |    |   | 7,351  |   |
| Meadowlark Acquirer, LLC                                                             |   | 12/10/2027 |   | Business Services                                  |   |                | 6.84   | %      |                             | 3M L+575 |     |    |   | 2,998  |     |    |   | 2,938          |   |    |   | 2,923  |   |
| MeritDirect, LLC                                                                     |   | 5/23/2024  |   | Media                                              |   |                | 7.75   | %      |                             | 3M L+600 |     |    |   | 15,371 |     |    |   | 15,276         |   |    |   | 15,294 |   |
| Municipal Emergency Services, Inc.                                                   |   | 9/28/2027  |   | Distribution                                       |   |                | 7.25   | %      |                             | 3M L+550 |     |    |   | 4,164  |     |    |   | 4,099          |   |    |   | 4,006  |   |
| NBH Group LLC                                                                        |   | 8/19/2026  |   | Healthcare, Education and Childcare                |   |                | 6.37   | %      |                             | 3M L+575 |     |    |   | 7,524  |     |    |   | 7,442          |   |    |   | 7,486  |   |
| OIS Management Services, LLC                                                         |   | 7/9/2026   |   | Healthcare, Education and Childcare                |   |                | 5.61   | %      |                             | 3M L+600 |     |    |   | 5,316  |     |    |   | 5,266          |   |    |   | 5,236  |   |
| Owl Acquisition, LLC                                                                 |   | 2/4/2028   |   | Education                                          |   |                | 6.75   | %      |                             | 3M L+550 |     |    |   | 4,000  |     |    |   | 3,925          |   |    |   | 3,880  |   |
| Ox Two, LLC (New Issue)                                                              |   | 5/18/2026  |   | Distribution                                       |   |                | 8.00   | %      |                             | 1M L+650 |     |    |   | 4,987  |     |    |   | 4,933          |   |    |   | 4,888  |   |
| PL Acquisitionco, LLC                                                                |   | 11/9/2027  |   | Retail                                             |   |                | 8.17   | %      |                             | 1M L+575 |     |    |   | 8,656  |     |    |   | 8,506          |   |    |   | 8,505  |   |
| PlayPower, Inc.                                                                      |   | 5/8/2026   |   | Consumer Products                                  |   |                | 7.75   | %      |                             | 1M L+525 |     |    |   | 2,587  |     |    |   | 2,489          |   |    |   | 2,244  |   |
| Quantic Electronics, LLC                                                             |   | 11/19/2026 |   | Aerospace and Defense                              |   |                | 7.25   | %      |                             | 1M L+600 |     |    |   | 3,429  |     |    |   | 3,365          |   |    |   | 3,361  |   |
| Radius Aerospace, Inc.                                                               |   | 3/31/2025  |   | Aerospace and Defense                              |   |                | 6.76   | %      |                             | 3M L+600 |     |    |   | 12,784 |     |    |   | 12,676         |   |    |   | 12,592 |   |
| Rancho Health MSO, Inc.                                                              |   | 12/18/2025 |   | Healthcare, Education and Childcare                |   |                | 6.75   | %      |                             | 1M L+450 |     |    |   | 5,207  |     |    |   | 5,207          |   |    |   | 5,207  |   |
| Reception Purchaser, LLC                                                             |   | 2/28/2028  |   | Transportation                                     |   |                | 8.20   | %      |                             | SOFR+600 |     |    |   | 4,988  |     |    |   | 4,915          |   |    |   | 4,788  |   |
| Recteq, LLC                                                                          |   | 1/29/2026  |   | Consumer Products                                  |   |                | 8.25   | %      |                             | 3M L+700 |     |    |   | 9,875  |     |    |   | 9,736          |   |    |   | 9,628  |   |
| Research Now Group, LLC and Dynata, LLC                                              |   | 12/20/2024 |   | Business Services                                  |   |                | 6.50   | %      |                             | 1M L+550 |     |    |   | 14,580 |     |    |   | 14,468         |   |    |   | 13,705 |   |
| Riverpoint Medical, LLC                                                              |   | 6/20/2025  |   | Healthcare, Education and Childcare                |   |                | 6.75   | %      |                             | 3M L+525 |     |    |   | 3,229  |     |    |   | 3,207          |   |    |   | 3,149  |   |
| Riverside Assessments, LLC                                                           |   | 3/10/2025  |   | Education                                          |   |                | 8.45   | %      |                             | 1M L+575 |     |    |   | 10,000 |     |    |   | 9,920          |   |    |   | 9,800  |   |
| Sales Benchmark Index LLC                                                            |   | 1/3/2025   |   | Business Services                                  |   |                | 8.25   | %      |                             | 3M L+625 |     |    |   | 7,225  |     |    |   | 7,134          |   |    |   | 7,225  |   |
| Sargent & Greenleaf Inc.                                                         |   | 12/20/2024 |   | Electronics                                        |   |                | 7.15   | %      |                             | 3M L+550 |     |    |   | 5,082  |     |    |   | 5,082          |   |    |   | 5,031  |   |
| Signature Systems Holding Company                                                    |   | 5/3/2024   |   | Chemicals, Plastics and Rubber                     |   |                | 8.75   | %      |                             | 1M L+450 |     |    |   | 12,139 |     |    |   | 12,058         |   |    |   | 12,078 |   |
| Solutionreach, Inc.                                                                  |   | 1/17/2024  |   | Communications                                     |   |                | 7.42   | %      |                             | 6M L+675 |     |    |   | 11,420 |     |    |   | 11,380         |   |    |   | 10,986 |   |
| STV Group Incorporated                                                               |   | 12/11/2026 |   | Transportation                                     |   |                | 6.92   | %      |                             | 3M L+575 |     |    |   | 12,099 |     |    |   | 12,029         |   |    |   | 11,917 |   |
| System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |   | 8/16/2027  |   | Aerospace and Defense                              |   |                | 8.83   | %      |                             | SOFR+600 |     |    |   | 9,962  |     |    |   | 9,704          |   |    |   | 9,803  |   |
| TAC LifePort Purchaser, LLC                                                          |   | 3/1/2026   |   | Aerospace and Defense                              |   |                | 7.00   | %      |                             | 3M L+600 |     |    |   | 4,439  |     |    |   | 4,439          |   |    |   | 4,421  |   |
| TeleGuam Holdings, LLC                                                               |   | 11/20/2025 |   | Telecommunications                                 |   |                | 8.25   | %      |                             | 3M L+450 |     |    |   | 4,553  |     |    |   | 4,532          |   |    |   | 4,553  |   |
| Teneo Holdings LLC                                                                   |   | 7/18/2025  |   | Financial Services                                 |   |                | 6.31   | %      |                             | 3M L+525 |     |    |   | 2,974  |     |    |   | 2,960          |   |    |   | 2,914  |   |
| The Aegis Technologies Group, LLC                                                    |   | 10/31/2025 |   | Aerospace and Defense                              |   |                | 8.12   | %      |                             | 3M L+600 |     |    |   | 11,293 |     |    |   | 11,180         |   |    |   | 11,180 |   |
| The Bluebird Group LLC                                                               |   | 7/27/2026  |   | Business Services                                  |   |                | 8.75   | %      |                             | 3M L+650 |     |    |   | 5,549  |     |    |   | 5,599          |   |    |   | 5,605  |   |
| The Vertex Companies, LLC                                                            |   | 8/30/2027  |   | Business Services                                  |   |                | 7.17   | %      |                             | 3M L+550 |     |    |   | 4,543  |     |    |   | 4,495          |   |    |   | 4,461  |   |
| TPC Canada Parent, Inc. and TPC US Parent, LLC                                       |   | 11/24/2025 |   | Food                                               |   |                | 6.50   | %      |                             | 3M L+525 |     |    |   | 5,550  |     |    |   | 5,398          |   |    |   | 5,384  |   |
| TVC Enterprises, LLC                                                                 |   | 3/26/2026  |   | Transportation                                     |   |                | 7.67   | %      |                             | 3M L+600 |     |    |   | 17,424 |     |    |   | 17,282         |   |    |   | 17,076 |   |
| TWS Acquisition Corporation                                                          |   | 6/16/2025  |   | Education                                          |   |                | 8.76   | %      |                             | 3M L+625 |     |    |   | 7,949  |     |    |   | 7,914          |   |    |   | 7,910  |   |
| Tyto Athene, LLC                                                                     |   | 4/3/2028   |   | Aerospace and Defense                              |   |                | 6.47   | %      |                             | 3M L+550 |     |    |   | 12,125 |     |    |   | 11,997         |   |    |   | 11,470 |   |
| UBEO, LLC                                                                            |   | 4/3/2024   |   | Printing and Publishing                            |   |                | 6.75   | %      |                             | 3M L+450 |     |    |   | 4,674  |     |    |   | 4,655          |   |    |   | 4,581  |   |
| Wildcat Buyerco, Inc.                                                                |   | 2/27/2026  |   | Electronics                                        |   |                | 6.75   | %      |                             | SOFR+575 |     |    |   | 11,562 |     |    |   | 11,471         |   |    |   | 11,252 |   |
| Zips Car Wash, LLC                                                                   |   | 3/1/2024   |   | Business Services                                  |   |                | 7.75   | %      |                             | 3M L+725 |     |    |   | 7,498  |     |    |   | 7,373          |   |    |   | 7,348  |   |
|                                                                                 |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |    |   |           |   |
| Total First Lien Secured Debt                                                        |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     | 612,509 |   |           |   | 608,375 |   |
| Total Investments -  693.3%                                                          |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |
| Cash and Cash Equivalents -  61.2%                                                   |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |
| BlackRock Federal FD Institutional 30                                                |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     | 53,690  |   |           |   | 53,690  |   |
| Total Cash and Cash Equivalents                                                      |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     | 53,690  |   |           |   | 53,690  |   |
| Total Investments and Cash Equivalents -  754.4%                                     |   |       |   |                                               |   |                |   |   |                             |     | $        | 666,200 |   |   | $        | 662,065 |   |
| Liabilities in Excess of Other Assets — (654.4)%                              |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   | (574,309 | )       |
| Members' Equity—100.0%                                                        |   |       |   |                                               |   |                |   |   |                             |     |     |    |   |   |     |    |   | $              | 87,756 |    |

 

 

 

48

----

 

Below is a listing of PSLF’s individual investments as of September 30, 2021($ in thousands, except share data):

 

|                                                       |        |          |        |                                                    |        |                     |        |                                  |          |        |        |         |        |        |          |         |                |          |          |         |        |        |
|-------------------------------------------------------|--------|----------|--------|----------------------------------------------------|--------|---------------------|--------|----------------------------------|----------|--------|--------|---------|--------|--------|----------|---------|----------------|----------|----------|---------|--------|--------|
| Issuer Name                                           |   | Maturity |   | Industry                                           |   | Current Coupon |   | Basis PointSpread AboveIndex (1) |     |   | Par    |    |   | Cost   |     |    | Fair Value (2) |     |
| First Lien Secured Debt - 570.7%                      |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   |     |    |           |     |
| Ad.net Acquisition, LLC                               |   | 05/06/26 |   | Media                                              |   | 7.00%               |   | 3M L + 600                       |     |   | $      | 4,988   |   |   | $        | 4,920   |           |     | $        | 4,913   |   |
| Altamira Technologies, LLC                            |   | 07/24/25 |   | Aerospace and Defense                              |   | 8.00%               |   | 3M L+700                         |     |   |   | 921     |   |   |     | 912     |           |     |     | 864     |   |
| American Insulated Glass, LLC                         |   | 12/21/23 |   | Building Materials                                 |   | 6.50%               |   | 3M L+550                         |     |   |   | 14,625  |   |   |     | 14,481  |           |     |     | 14,479  |   |
| Any Hour Services                                     |   | 07/21/27 |   | Personal, Food and Miscellaneous Services          |   | 6.75%               |   | 1M L+525                         |     |   |   | 6,500   |   |   |     | 6,378   |           |     |     | 6,370   |   |
| Apex Service Partners, LLC                            |   | 07/31/25 |   | Personal, Food and Miscellaneous Services          |   | 6.25%               |   | 1M L+550                         |     |   |   | 6,569   |   |   |     | 6,518   |           |     |     | 6,504   |   |
| Apex Service Partners, LLC Term Loan B                |   | 07/31/25 |   | Personal, Food and Miscellaneous Services          |   | 6.55%               |   |                             | — |   |   |    | 3,347  |   |     |    | 3,313          |     |     |    | 3,313  |   |
| Applied Technical Services, LLC                       |   | 12/29/26 |   | Environmental Services                             |   | 6.75%               |   | 3M L+575                         |     |   |   | 7,444   |   |   |     | 7,336   |           |     |     | 7,295   |   |
| Bottom Line Systems, LLC                              |   | 02/13/23 |   | Healthcare, Education and Childcare                |   | 6.25%               |   | 1M L+550                         |     |   |   | 13,729  |   |   |     | 13,674  |           |     |     | 13,729  |   |
| Crash Champions, LLC                                  |   | 08/05/25 |   | Auto Sector                                        |   | 6.00%               |   | 1M L+525                         |     |   |   | 5,985   |   |   |     | 5,873   |           |     |     | 5,865   |   |
| DRS Holdings III, Inc.                                |   | 11/03/25 |   | Consumer Products                                  |   | 7.25%               |   | 1M L+625                         |     |   |   | 13,428  |   |   |     | 13,335  |           |     |     | 13,334  |   |
| ECL Entertainment, LLC                                |   | 03/31/28 |   | Hotels, Motels, Inns and Gaming                    |   | 8.25%               |   | 3M L+750                         |     |   |   | 4,604   |   |   |     | 4,560   |           |     |     | 4,707   |   |
| ECM Industries, LLC                                   |   | 12/23/25 |   | Electronics                                        |   | 5.50%               |   | 3M L+450                         |     |   |   | 2,827   |   |   |     | 2,805   |           |     |     | 2,770   |   |
| Global Holdings InterCo LLC                           |   | 03/16/26 |   | Banking, Finance, Insurance & Real Estate      |   | 7.00%               |   | 3M L+600                         |     |   |   | 7,463   |   |   |     | 7,360   |           |     |     | 7,425   |   |
| Hancock Roofing and Construction L.L.C.               |   | 12/31/26 |   | Insurance                                          |   | 6.00%               |   | 3M L+500                         |     |   |   | 5,955   |   |   |     | 5,819   |           |     |     | 5,895   |   |
| Holdco Sands Intermediate, LLC                        |   | 12/19/25 |   | Aerospace and Defense                              |   | 7.50%               |   | 3M L+600                         |     |   |   | 12,071  |   |   |     | 11,934  |           |     |     | 12,010  |   |
| HW Holdco, LLC                                        |   | 12/10/24 |   | Media                                              |   | 5.50%               |   | 3M L+450                         |     |   |   | 14,588  |   |   |     | 14,499  |           |     |     | 14,442  |   |
| IMIA Holdings, Inc.                                   |   | 04/09/27 |   | Aerospace and Defense                              |   | 6.75%               |   | 3M L+600                         |     |   |   | 9,059   |   |   |     | 8,890   |           |     |     | 8,878   |   |
| Integrity Marketing Acquisition, LLC                  |   | 08/27/25 |   | Insurance                                          |   | 6.50%               |   | 3M L+550                         |     |   |   | 7,868   |   |   |     | 7,803   |           |     |     | 7,829   |   |
| Juniper Landscaping of Florida, LLC                   |   | 12/22/21 |   | Personal, Food and Miscellaneous Services          |   | 6.50%               |   | 3M L+550                         |     |   |   | 9,420   |   |   |     | 9,420   |           |     |     | 9,420   |   |
| K2 Pure Solutions NoCal, L.P.                         |   | 12/20/23 |   | Chemicals, Plastics and Rubber                     |   | 8.00%               |   | 1M L+700                         |     |   |   | 14,588  |   |   |     | 14,479  |           |     |     | 14,199  |   |
| LAV Gear Holdings, Inc.                               |   | 10/31/24 |   | Leisure, Amusement, Motion Pictures, Entertainment |   | 8.50%               |   | 3M L+750                         |     |   |   | 2,120   |   |   |     | 2,107   |           |     |     | 1,987   |   |
| Lightspeed Buyer Inc.                                 |   | 02/03/26 |   | Healthcare, Education and Childcare                |   | 6.75%               |   | 1M L+550                         |     |   |   | 12,472  |   |   |     | 12,273  |           |     |     | 12,472  |   |
| Lombart Brothers, Inc.                                |   | 04/13/23 |   | Healthcare, Education and Childcare                |   | 7.25%               |   | 1M L+825                         |     |   |   | 16,817  |   |   |     | 16,729  |           |     |     | 16,817  |   |
| MAG DS Corp.                                          |   | 04/01/27 |   | Aerospace and Defense                              |   | 6.50%               |   | 1M L+550                         |     |   |   | 5,837   |   |   |     | 5,581   |           |     |     | 5,253   |   |
| Mars Acquisition Holdings Corp.                       |   | 05/14/26 |   | Media                                              |   | 6.50%               |   | 1M L+575                         |     |   |   | 8,000   |   |   |     | 7,852   |           |     |     | 7,920   |   |
| MBS Holdings, Inc.                                    |   | 04/16/27 |   | Telecommunications                                 |   | 6.75%               |   | 3M L+550                         |     |   |   | 7,481   |   |   |     | 7,338   |           |     |     | 7,332   |   |
| MeritDirect, LLC                                      |   | 05/23/24 |   | Media                                              |   | 6.50%               |   | 3M L+550                         |     |   |   | 13,386  |   |   |     | 13,272  |           |     |     | 13,252  |   |
| PlayPower, Inc.                                       |   | 05/08/26 |   | Consumer Products                                  |   | 5.65%               |   | 3M L+575                         |     |   |   | 3,805   |   |   |     | 3,778   |           |     |     | 3,736   |   |
| Radius Aerospace, Inc.                                |   | 03/31/25 |   | Aerospace and Defense                              |   | 6.75%               |   | 3M L+600                         |     |   |   | 13,335  |   |   |     | 13,202  |           |     |     | 13,068  |   |
| Rancho Health MSO, Inc.                               |   | 12/18/25 |   | Healthcare, Education and Childcare                |   | 6.75%               |   | 3M L+550                         |     |   |   | 5,232   |   |   |     | 5,140   |           |     |     | 5,232   |   |
| Recteq, LLC                                           |   | 01/29/26 |   | Consumer Products                                  |   | 7.00%               |   | 3M L+450                         |     |   |   | 9,950   |   |   |     | 9,775   |           |     |     | 9,851   |   |
| Research Now Group, LLC and Dynata, LLC               |   | 12/20/24 |   | Business Services                                  |   | 6.50%               |   | 3M L+600                         |     |   |   | 14,695  |   |   |     | 14,602  |           |     |     | 14,508  |   |
| Riverpoint Medical, LLC                               |   | 06/20/25 |   | Healthcare, Education and Childcare                |   | 5.50%               |   | 1M L+550                         |     |   |   | 3,246   |   |   |     | 3,217   |           |     |     | 3,206   |   |
| Sales Benchmark Index LLC                             |   | 01/03/25 |   | Business Services                                  |   | 7.75%               |   | 3M L+750                         |     |   |   | 7,632   |   |   |     | 7,526   |           |     |     | 7,442   |   |
| Sargent & Greenleaf Inc.                          |   | 12/20/24 |   | Electronics                                        |   | 7.00%               |   | 3M L+575                         |     |   |   | 5,232   |   |   |     | 5,181   |           |     |     | 5,232   |   |
| Signature Systems Holding Company                     |   | 05/03/24 |   | Chemicals, Plastics and Rubber                     |   | 8.50%               |   | 1M L+525                         |     |   |   | 13,500  |   |   |     | 13,397  |           |     |     | 13,365  |   |
| Solutionreach, Inc.                                   |   | 01/17/24 |   | Communications                                     |   | 6.75%               |   | 1M L+600                         |     |   |   | 11,882  |   |   |     | 11,758  |           |     |     | 11,882  |   |
| STV Group Incorporated                                |   | 12/11/26 |   | Transportation                                     |   | 5.33%               |   | 1M L+450                         |     |   |   | 12,099  |   |   |     | 12,003  |           |     |     | 12,038  |   |
| TAC LifePort Purchaser, LLC                           |   | 03/01/26 |   | Aerospace and Defense                              |   | 7.00%               |   | 1M L+525                         |     |   |   | 4,967   |   |   |     | 4,891   |           |     |     | 4,966   |   |
| TeleGuam Holdings, LLC                                |   | 11/20/25 |   | Telecommunications                                 |   | 5.50%               |   | 3M L+525                         |     |   |   | 4,593   |   |   |     | 4,558   |           |     |     | 4,547   |   |
| Teneo Holdings LLC                                    |   | 07/18/25 |   | Financial Services                                 |   | 6.25%               |   | 1M L+575                         |     |   |   | 2,997   |   |   |     | 2,884   |           |     |     | 2,981   |   |
| TPC Canada Parent, Inc. and TPC US Parent, LLC        |   | 11/24/25 |   | Food                                               |   | 6.25%               |   | 1M L+625                         |     |   |   | 5,593   |   |   |     | 5,537   |           |     |     | 5,425   |   |
| TVC Enterprises, LLC                                  |   | 03/26/26 |   | Transportation                                     |   | 6.75%               |   | 3M L+550                         |     |   |   | 12,773  |   |   |     | 12,643  |           |     |     | 12,773  |   |
| TWS Acquisition Corporation                           |   | 06/16/25 |   | Education                                          |   | 7.25%               |   | 3M L+450                         |     |   |   | 9,648   |   |   |     | 9,515   |           |     |     | 9,648   |   |
| Tyto Athene, LLC                                      |   | 04/03/28 |   | Aerospace and Defense                              |   | 6.25%               |   | 1M L+675                         |     |   |   | 9,950   |   |   |     | 9,853   |           |     |     | 9,950   |   |
| UBEO, LLC                                             |   | 04/03/24 |   | Printing and Publishing                            |   | 5.50%               |   | 1M L+500                         |     |   |   | 4,710   |   |   |     | 4,676   |           |     |     | 4,687   |   |
| Vision Purchaser Corporation                          |   | 06/10/25 |   | Media                                              |   | 7.75%               |   | 3M L+675                         |     |   |   | 14,249  |   |   |     | 14,056  |           |     |     | 14,035  |   |
| Wildcat Buyerco, Inc.                                 |   | 02/27/26 |   | Electronics                                        |   | 6.00%               |   | 3M L+500                         |     |   |   | 7,425   |   |   |     | 7,360   |           |     |     | 7,388   |   |
|                                                  |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | — |    |           |     | — |    |
| Total First Lien Secured Debt                         |   |     |   |                                               |   |                |   |                             |     |   |   | 409,602 |   |   |     | 405,009 |           |     |     | 405,232 |   |
| Cash and Cash Equivalents—18.9%                |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | -        |    |           |     | -        |    |
| BlackRock Federal FD Institutional 30                 |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | 11,013   |    |           |     | 11,013   |    |
| US Bank Cash                                          |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | — |    |           |     | — |    |
| Total Cash and Cash Equivalents                       |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   | 11,013   |    |           |     | 11,013   |    |
| Total Investments and Cash Equivalents—592.7%  |   |     |   |                                               |   |                |   |                             |     |   |   |    |   | $      | 416,023  |    |           | $        | 416,246  |    |
| Liabilities in Excess of Other Assets—(492.7)% |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   |     |    |           | (348,213 | )        |
| Members' Equity—100.0%                         |   |     |   |                                               |   |                |   |                             |     |   |   |    |   |   |     |    | $              | 68,032   |     |

 

 

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Below are the consolidated statements of assets and liabilities for  PSLF,($ in thousands):

 

|                                                                              |        |               |         |        |                    |        |          |        |
|------------------------------------------------------------------------------|--------|---------------|---------|--------|--------------------|--------|----------|--------|
|                                                                         |   | June 30, 2022 |    |   |               |   |
|                                                                         |   | (Unaudited)   |    |   | September 30, 2021 |   |
| Assets                                                                       |   |          |    |   |               |   |
| Investments at fair value  (cost—$612,509 and $405,009, respectively) |   | $             | 608,375 |   |               | $      | 405,233  |   |
| Cash and cash equivalents (cost—$53,690 and $11,013, respectively)    |   |          | 53,690  |   |               |   | 11,013   |   |
| Interest receivable                                                          |   |          | 1,708   |   |               |   | 1,175    |   |
| Prepaid expenses and other assets                                            |   |          | 842     |   |               |   | — |   |
| Total assets                                                                 |   |          | 664,615 |   |               |   | 417,421  |   |
| Liabilities                                                                  |   |          |    |   |               |   |
| Distribution payable to Members                                              |   |          | 4,000   |   |               |   | 2,800    |   |
| Payable for investments purchased                                            |   |          | 67,265  |   |               |   | 12,793   |   |
| Credit facility payable                                                      |   |          | 110,900 |   |               |   | 224,000  |   |
| 2034 Asset-backed debt, net (par—$246,000)                            |   |          | 243,799 |   |               |   | — |   |
| Notes payable to members                                                     |   |          | 145,472 |   |               |   | 106,041  |   |
| Interest payable on credit facility                                          |   |          | 2,718   |   |               |   | 1,499    |   |
| Interest payable on notes to members                                         |   |          | 2,080   |   |               |   | 1,644    |   |
| Accrued other expenses                                                       |   |          | 625     |   |               |   | 612      |   |
| Total liabilities                                                            |   |          | 576,859 |   |               |   | 349,389  |   |
| Members' equity                                                              |   |          | 87,756  |   |               |   | 68,032   |   |
| Total liabilities and members' equity                                        |   | $             | 664,615 |   |               | $      | 417,421  |   |

 

Below are the consolidated statements of operations for  PSLF, ($ in thousands):

|                                                                                                                        |        |                             |        |        |                            |        |          |        |        |        |        |        |        |        |        |        |
|------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|--------|----------------------------|--------|----------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                   |   | Three Months Ended June 30, |   |   | Nine Months Ended June 30, |   |
|                                                                                                                   |   | 2022                        |   |   | 2021                       |   |     | 2022   |   |   | 2021   |   |
| Investment income:                                                                                                     |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Interest                                                                                                               |   | $                           | 8,491  |   |                       | $      | 7,101    |   |   | $      | 23,759 |   |   | $      | 20,359 |   |
| Other income                                                                                                           |   |                        | 18     |   |                       |   | 1,081    |   |   |   | 160    |   |   |   | 1,808  |   |
| Total investment income                                                                                                |   |                        | 8,509  |   |                       |   | 8,182    |   |   |   | 23,919 |   |   |   | 22,167 |   |
| Expenses:                                                                                                              |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Interest expense on credit facility and asset-backed debt                                                              |   |                        | 2,183  |   |                       |   | 1,505    |   |   |   | 5,838  |   |   |   | 4,755  |   |
| Interest expense on notes to members                                                                                   |   |                        | 2,992  |   |                       |   | 2,410    |   |   |   | 7,861  |   |   |   | 7,094  |   |
| Administrative services expenses                                                                                       |   |                        | 293    |   |                       |   | 293      |   |   |   | 879    |   |   |   | 879    |   |
| Other general and administrative expenses                                                                              |   |                        | 112    |   |                       |   | 112      |   |   |   | 335    |   |   |   | 335    |   |
| Total expenses                                                                                                         |   |                        | 5,580  |   |                       |   | 4,320    |   |   |   | 14,913 |   |   |   | 13,063 |   |
| Net investment income                                                                                                  |   |                        | 2,929  |   |                       |   | 3,862    |   |   |   | 9,006  |   |   |   | 9,104  |   |
| Realized and unrealized (loss) gain on investments and credit facility foreign   currency translations: |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Net realized gain on investments                                                                                       |   |                        | 120    |   |                       |   | — |   |   |   | 506    |   |   |   | 464    |   |
| Net change in unrealized (depreciation) appreciation on:                                                               |   |                        |   |   |                       |   |     |   |   |   |   |   |
| Investments                                                                                                            |   |                        | (3,630 | )      |                       |   | 92       |   |   |   | (4,357 | )      |   |   | 4,546  |   |
| Net change in unrealized (depreciation) appreciation on investments                                                    |   |                        | (3,630 | )      |                       |   | 92       |   |   |   | (4,357 | )      |   |   | 4,546  |   |
| Net realized and unrealized (loss) gain from investments                                                               |   |                        | (3,510 | )      |                       |   | 92       |   |   |   | (3,851 | )      |   |   | 5,010  |   |
| Net increase in members' equity resulting from operations                                                              |   | $                           | (581   | )      |                       | $      | 3,954    |   |   | $      | 5,155  |   |   | $      | 14,114 |   |

 

 

Recent Developments

 

On July 29, 2022, the Company entered into the Fifth Amendment to the Truist Credit Facility. The Fifth Amendment amends certain provisions of the Credit Agreement to, among other things, (1) increase the facility size from $465.0 million to $500.0 million, which may be further increased up to $750.0 million, subject to the terms of the Amended Credit Agreement, (2) extend the term of the revolving period from September 4, 2023 to July 29, 2026 and the stated maturity date from September 4, 2024 to July 29, 2027 for $475.0 million out of the total $500.0 million commitments (with the revolving period with respect to the remaining $25.0 million of commitments continuing to expire on September 4, 2023 and the related obligations maturing on September 4, 2024), (3) adjust the applicable margin with respect to the loans extended by the lenders of the extended $475.0 million commitments and (4) replace the LIBOR benchmark provisions with SOFR benchmark provisions, including applicable credit adjustment spread. In connection with the facility increase contemplated by the Fifth Amendment, Regions Bank joined the Amended Credit Agreement as an additional multicurrency lender.

 

The foregoing descriptions of the Fifth Amendment does not purport to be complete and is qualified in their entirety by reference to the full text of the Fifth Amendment, which is filed as an exhibit hereto and incorporated by reference herein.

 

Subsequent to quarter end we and Pantheon Ventures (UK) LLP, have agreed to increase our capital commitments to PSLF from $234.8 million to $310.8 million. PNNT's portion of this capital commitment increase is $45.9 million.

 

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 our 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

 

50

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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.

 

During the three and nine months ended June 30, 2022, we declared distributions of $0.145 and $0.405 per share, for total distributions of $9.4 million and $26.8 million, respectively. For the same periods in the prior year, we declared distributions of  $0.12 and $0.36 per share, for total distributions of $8.0 million and $24.1 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 quarterly distributions to our stockholders. Our quarterly distributions, if any, are determined by our board of directors.

 

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.

 

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/or 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 Accounting Pronouncements

 

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.

 

In June 2022, the FASB issued Accounting Standards Update, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.

 

Stock Repurchase Program

 

On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25 million of our outstanding common stock in the open market at prices below our net asset value as reported in our then most recently published consolidated financial statements. The shares may be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. Unless extended by our board of directors, the program, which may be implemented at the discretion of management, will expire on the earlier of March 31, 2023 and the repurchase of $25 million of common stock. During the three and nine months ended June 30, 2022, we repurchased 717,709 and 1,631,163, respectively, shares of common stock in open market transactions for an aggregate cost (including transaction costs) of $4.9 million and $12.0 million, respectively. During the three and nine months ended June 30, 2021, we did not make any repurchases of shares of our common stock.

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are subject to financial market risks, including changes in interest rates. As of June 30, 2022, our debt portfolio consisted of 96% variable-rate investments and 4% fixed rate investments. The variable-rate loans are usually based on a LIBOR (or an alternative risk-free floating interest rate index) rate 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 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 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%                  |   | $                                                                      | (3,844 | )      |                                                         | $      | (0.06 | )      |
| Up 1%                    |   |                                                                   | 5,449  |   |                                                         |   | 0.08  |   |
| Up 2%                    |   |                                                                   | 10,677 |   |                                                         |   | 0.16  |   |
| Up 3%                    |   |                                                                   | 15,906 |   |                                                         |   | 0.24  |   |
| Up 4%                    |   | $                                                                      | 21,134 |   |                                                         | $      | 0.32  |   |

 

 

51

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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 Truist 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.

 

Item 4. Controls and Procedures

 

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 June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

52

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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 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.

 

Item 1A. Risk Factors

 

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, 2021 filed on November 17, 2021 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 Investment. 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.

 

The ongoing invasion of Ukraine by Russia and related sanctions have increased global political and economic uncertainty, which may have a material impact on the Company's portfolio and the value of your investment in the Company.

 

The ongoing invasion of Ukraine by Russia and related sanctions have increased global political and economic uncertainty. In February 2022, Russia invaded Ukraine and, in response, the United States and many other countries placed economic sanctions on certain Russian entities and individuals. Because Russia is a major exporter of oil and natural gas, the invasion and related sanctions have reduced the supply, and increased the price, of energy, which is accelerating inflation and may exacerbate ongoing supply chain issues. There is also the risk of retaliatory actions by Russia against countries which have enacted sanctions, including cyberattacks against financial and governmental institutions, which could result in business disruptions and further economic turbulence. Although the Company has no direct exposure to Russia or Ukraine, the broader consequences of the invasion may have a material adverse impact on the Company's portfolio and the value of your investment in the Company. Because this is an uncertain and evolving situation, its full impact is unknown at this time.

 

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

 

Certain of our portfolio companies are in industries that may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations.

 

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 February 5, 2019, our stockholders approved such reduction, as approved by our board of directors on November 13, 2018. As of February 5, 2019, 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. Under the 200% minimum asset coverage ratio, we were 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, we are 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. Effective February 5, 2019, base management fees were reduced from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter-end.

 

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 November 13, 2018 and February 5, 2019, 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 from 200% to 150%. As a result, as of February 6, 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 SBIC Fund 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, our SBIC Fund is limited by the SBA regulations governing SBICs from making certain distributions to us that may be necessary to satisfy the requirements to be subject to tax as a RIC. In such a case, we would need to request a waiver of the SBA’s restrictions for our SBIC Fund to make certain distributions to enable us to be subject to tax as a RIC. We cannot assure you that the SBA will grant such waiver, and if our SBIC Fund is unable to obtain a waiver, compliance with the SBA regulations 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.

 

 

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We have indebtedness outstanding pursuant to the Truist Credit Facility, 2024 Notes, 2026 Notes, 2026 Notes-2 and SBA debentures and expect in the future to borrow additional amounts under the Truist Credit Facility or other debt securities, subject to market availability, and, may increase the size of the Truist 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 our assets, excluding those of SBIC II, in connection with borrowings under the Truist Credit Facility. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. Additionally, the SBA, as a lender and an administrative agent, has a superior claim over the assets of SBIC II in relation to our other creditors. Any future debt issuance will increase our leverage and may be subordinate to the Truist Credit Facility and SBA debentures. In addition, borrowings or debt issuances and SBA debentures, 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 November 13, 2018 and February 5, 2019, 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 February 6, 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.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

No unregistered securities were sold in the quarter ended June 30, 2022.

 

Issuer Purchases of Equity Securities

 

Repurchases of our common stock under our share repurchase program are as follows:

|                                        |        |                                  |           |        |                         |        |        |                                                                                      |        |        |                                                                                                         |        |        |        |        |        |
|----------------------------------------|--------|----------------------------------|-----------|--------|-------------------------|--------|--------|--------------------------------------------------------------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|
| Period                                 |   | Total Number of Shares Purchased |      |   | Average Price per Share |   |   | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |   |   | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) |   |
| January 1, 2022 through March 31, 2022 |   |                             | 913,454   |   |                    | $      | 7.72   |                                                                                 |   |   | 913,454                                                                                                 |   |   | $      | 17,944 |   |
| April 1, 2022 through June 30, 2022    |   |                             | 717,709   |   |                    | $      | 6.91   |                                                                                 |   |   | 1,631,163                                                                                               |   |   | $      | 12,986 |   |
| Total investments                      |   |                             | 1,631,163 |   |                    | $      | 7.37   |                                                                                 |   |   |                                                                                                    |   |   |   |

—————————

|     |                                                                                                                                                                                                                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25.0 million of our outstanding commons stock. Unless extended by our board of directors, the program will expire on the earlier off March 31, 2023 and the repurchase of $25.0 million of common stock. |

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

None.

 

 

54

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Item 6. Exhibits

 

Unless specifically indicated otherwise, the following exhibits are incorporated by reference to exhibits previously filed with the SEC:

 

|                 |                                                                                                                                                                                                                                                                                                                                                         |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   3.1 | Articles of Incorporation (Incorporated by reference to Exhibit 99(a) to the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2/A (File No. 333-140092), filed on April 5, 2007).                                                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                                    |
|   3.2 | Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 814-00736), filed on May 11, 2020).                                                                                                                                                          |
|            |                                                                                                                                                                                                                                                                                                                                                    |
|   4.1 | Form of Share Certificate (Incorporated by reference to Exhibit 99(d)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).                                                                                                                                                                  |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 10.1*           | Amended and Restated Administration Agreement between the Registrant and PennantPark Investment Administration LLC , Dated July 1, 2022                                                                                                                                                                                                                 |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 10.2*           | Fifth Amendment ("Fifth Amendment") to Second Amended and Restated Senior Secured Revolving Credit Agreement and Second Amended and Restated Guarantee and Security Agreement, dated as of July 29, 2022, among the Registrant, the lenders party thereto and Truist Bank, as administrative agent for the lenders ("Credit Agreement") |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 10.3*           | Form of Credit Agreement (Exhibit A to Fifth Amendment)                                                                                                                                                                                                                                                                                                 |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 31.1*           | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 31.2*           | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 32.1*           | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 32.2*           | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                                    |
| 99.1            | Privacy Policy of the Registrant (Incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736), filed on November 16, 2011).                                                                                                                                                                    |

 

* Filed herewith.

 

55

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SIGNATURES

 

 

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.

 

|                      |        |                                    |        |                                                                                               |
|----------------------|--------|------------------------------------|--------|-----------------------------------------------------------------------------------------------|
|                 |   | PENNANTPARK INVESTMENT CORPORATION |
|                 |   |                               |
| Date: August 3, 2022 |   | By:                                |   | /s/ Arthur H. Penn                                                                            |
|                 |   |                               |   | Arthur H. Penn                                                                                |
|                 |   |                               |   | Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer) |
|                 |   |                               |
| Date: August 3, 2022 |   | By:                                |   | /s/ Richard T. Allorto, Jr.                                                                   |
|                 |   |                               |   | Richard T. Allorto, Jr.                                                                       |
|                 |   |                               |   | Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)           |

 

 

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