PNNT 10-Q Quarterly Report March 31, 2021 | Alphaminr
PENNANTPARK INVESTMENT CORP

PNNT 10-Q Quarter ended March 31, 2021

PENNANTPARK INVESTMENT CORP
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10-Q 1 pnnt-10q_20210331.htm 10-Q pnnt-10q_20210331.htm

`

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021

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.)

590 Madison Avenue, 15 th Floor

New York, N.Y.

10022

(Address of principal executive offices)

(Zip Code)

(212) 905-1000

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

PNNT

The Nasdaq Stock Market LLC

5.50% Notes due 2024

PNNTG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☐  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐  No

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May 5, 2021 was 67,045,105.


PENNANTPARK INVESTMENT CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021

TABLE OF CONTENTS

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Statements of Assets and Liabilities as of March 31, 2021 (unaudited) and September 30, 2020

4

Consolidated Statements of Operations for the three and six months ended March 31, 2021 and 2020 (unaudited)

5

Consolidated Statements of Changes in Net Assets for the three and six months ended March 31, 2021 and 2020 (unaudited)

6

Consolidated Statements of Cash Flows for the six months ended March 31, 2021 and 2020 (unaudited)

7

Consolidated Schedules of Investments as of March 31, 2021 (unaudited) and September 30, 2020

8

Notes to Consolidated Financial Statements (unaudited)

16

Report of Independent Registered Public Accounting Firm

30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

31

Item 3. Quantitative and Qualitative Disclosures About Market Risk

42

Item 4. Controls and Procedures

43

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

44

Item 1A. Risk Factors

44

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

44

Item 3. Defaults Upon Senior Securities

45

Item 4. Mine Safety Disclosures

45

Item 5. Other Information

45

Item 6. Exhibits

46

SIGNATURES

47

2


PART I—CONSOLIDATED FINANCIAL INFORMATION

We are filing this Quarterly Report on Form 10-Q, or the Report, in compliance with Rule 13a-13 as promulgated by the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In this Report, except where 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 Subsidiaries” refers to PNNT Cascade Environmental Holdings, LLC, PNNT CI (Galls) Prime Investment Holdings, LLC, PNNT ecoserve, LLC, PNNT Investment Holdings, LLC and PNNT New Gulf Resources, LLC; “PSLF” refers to PennantPark Senior Loan Fund, LLC, an unconsolidated joint venture; “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; “Credit Facilities” refers to the BNP Credit Facility and Truist Credit Facility collectively; “2024 Notes” refers to our 5.50% Notes due 2024; “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


I t e m 1.

Consolidated F i nan c i al Stat e m e nts

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

March 31, 2021

September 30, 2020

(unaudited)

Assets

Investments at fair value

Non-controlled, non-affiliated investments (cost—$646,758,885 and $713,683,209, respectively)

$

773,788,326

$

735,674,666

Non-controlled, affiliated investments (cost—$104,463,115 and $77,628,920, respectively)

71,404,648

27,753,893

Controlled, affiliated investments (cost—$381,150,760 and $374,260,162, respectively)

330,044,569

318,342,859

Total of investments (cost—$1,132,372,760 and $1,165,572,291, respectively)

1,175,237,543

1,081,771,418

Cash and cash equivalents (cost—$33,833,269 and $25,801,087, respectively)

33,855,496

25,806,002

Interest receivable

4,916,119

5,005,715

Distribution receivable

1,452,000

1,393,716

Prepaid expenses and other assets

376,932

376,030

Total assets

1,215,838,090

1,114,352,881

Liabilities

Distributions payable

8,045,413

8,045,413

Payable for investments purchased

18,581,995

5,461,508

Truist Credit Facility payable, at fair value (cost—$375,544,900 and $388,252,000, respectively) (See Notes 5 and 10)

372,867,465

368,701,972

2024 Notes payable, net (par—$86,250,000) (See Notes 5 and 10)

84,170,310

83,837,560

SBA debentures payable, net (par—$108,500,000 and $118,500,000, respectively) (See Notes 5 and 10)

106,128,698

115,772,677

Base management fee payable, net (See Note 3)

4,282,129

4,369,637

Interest payable on debt

2,007,332

2,022,614

Accrued other expenses

507,853

432,648

Total liabilities

596,591,195

588,644,029

Commitments and contingencies (See Note 11)

Net assets

Common stock, 67,045,105 shares issued and outstanding

Par value $0.001 per share and 100,000,000 shares authorized

67,045

67,045

Paid-in capital in excess of par value

787,625,031

787,625,031

Accumulated distributable net loss

(168,445,181

)

(261,983,224

)

Total net assets

$

619,246,895

$

525,708,852

Total liabilities and net assets

$

1,215,838,090

$

1,114,352,881

Net asset value per share

$

9.24

$

7.84

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

4


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended March 31,

Six Months Ended March 31,

2021

2020

2021

2020

Investment income:

From non-controlled, non-affiliated investments:

Interest

$

11,668,772

$

22,748,529

$

23,101,282

$

43,133,443

Payment-in-kind

2,011,940

1,978,894

3,470,739

3,863,400

Other income

23,942

751,284

505,067

941,202

From non-controlled, affiliated investments:

Payment-in-kind

380,271

456,998

From controlled, affiliated investments:

Interest

2,177,259

559,934

4,454,035

1,204,624

Payment-in-kind

1,518,971

1,496,251

3,004,494

4,395,988

Dividend income

1,452,000

2,973,000

Total investment income

19,233,155

27,534,892

37,965,615

53,538,657

Expenses:

Base management fee (See Note 3)

4,282,129

4,880,699

8,396,558

9,623,129

Performance-based incentive fee (See Note 3)

1,913,047

2,657,673

Interest and expenses on debt (See Note 10)

4,889,854

8,962,513

9,893,985

17,828,583

Administrative services expenses (See Note 3)

505,020

521,520

1,010,040

1,043,040

Other general and administrative expenses

643,480

648,881

1,286,963

1,292,841

Expenses before performance-based incentive fee waiver and provision for taxes

10,320,483

16,926,660

20,587,546

32,445,266

Performance-based incentive fee waiver (See Note 3)

Provision for taxes

150,000

300,000

300,000

600,000

Net expenses

10,470,483

17,226,660

20,887,546

33,045,266

Net investment income

8,762,672

10,308,232

17,078,069

20,493,391

Realized and unrealized gain (loss) on investments and debt:

Net realized gain (loss) on investments on:

Non-controlled, non-affiliated investments

319,431

1,424,778

2,450,389

(10,609,375

)

Non-controlled and controlled, affiliated investments

(19,708,359

)

Net realized gain (loss) on investments

319,431

1,424,778

(17,257,970

)

(10,609,375

)

Net change in unrealized appreciation (depreciation) on:

Non-controlled, non-affiliated investments

11,206,850

(40,710,987

)

87,612,267

(23,658,391

)

Non-controlled and controlled, affiliated investments

21,969,487

(80,260,831

)

39,069,096

(73,690,603

)

Debt (appreciation) depreciation (See Notes 5 and 10)

(3,763,322

)

48,946,105

(16,872,593

)

46,374,785

Net change in unrealized appreciation (depreciation) on investments and debt

29,413,015

(72,025,713

)

109,808,770

(50,974,209

)

Net realized and unrealized gain (loss) from investments and debt

29,732,446

(70,600,935

)

92,550,800

(61,583,584

)

Net increase (decrease) in net assets resulting from operations

38,495,118

$

(60,292,703

)

$

109,628,869

$

(41,090,193

)

Net increase (decrease) in net assets resulting from operations per common share (See Note 7)

$

0.57

$

(0.90

)

$

1.64

$

(0.61

)

Net investment income per common share

$

0.13

$

0.15

$

0.25

$

0.31

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

5


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

Three Months Ended March 31,

Six Months Ended March 31,

2021

2020

2021

2020

Net increase (decrease) in net assets resulting from operations:

Net investment income

$

8,762,672

$

10,308,232

$

17,078,069

$

20,493,391

Net realized gain (loss) on investments

319,431

1,424,778

(17,257,970

)

(10,609,375

)

Net change in unrealized appreciation (depreciation) on investments

33,176,337

(120,971,818

)

126,681,363

(97,348,994

)

Net change in unrealized (appreciation) depreciation on debt

(3,763,322

)

48,946,105

(16,872,593

)

46,374,785

Net increase (decrease) in net assets resulting from operations

38,495,118

(60,292,703

)

109,628,869

(41,090,193

)

Distributions to stockholders

(8,045,413

)

(12,068,119

)

(16,090,826

)

(24,136,238

)

Net increase (decrease) in net assets

30,449,705

(72,360,822

)

93,538,043

(65,226,431

)

Net assets:

Beginning of period

588,797,190

589,040,059

525,708,852

581,905,668

End of period

$

619,246,895

$

516,679,237

$

619,246,895

$

516,679,237

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

6


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended March 31,

2021

2020

Cash flows from operating activities:

Net increase (decrease) in net assets resulting from operations

$

109,628,869

$

(41,090,193

)

Adjustments to reconcile net increase (decrease) in net assets resulting from

operations to net cash provided by (used in) operating activities:

Net change in net unrealized (appreciation) depreciation on investments

(126,681,363

)

97,348,994

Net change in unrealized appreciation (depreciation) on debt

16,872,593

(46,374,785

)

Net realized loss on investments

17,257,970

10,609,375

Net accretion of discount and amortization of premium

(1,642,623

)

(1,352,104

)

Purchases of investments

(143,007,958

)

(280,494,214

)

Payment-in-kind income

(7,058,327

)

(8,245,142

)

Proceeds from dispositions of investments

167,585,432

47,535,202

Amortization of deferred financing costs

688,773

1,037,172

Decrease (increase) in interest receivable

89,596

(645,598

)

Increase in distribution receivable

(58,284

)

Increase in prepaid expenses and other assets

(902

)

(408,772

)

Increase in payable for investments purchased

13,120,487

(Decrease) increase in interest payable on debt

(15,282

)

1,716,995

(Decrease) increase in base management fee payable, net

(87,508

)

239,219

Increase in performance-based incentive fee payable, net

1,913,047

Increase (decrease) in accrued other expenses

75,205

(410,647

)

Net cash provided by (used in) operating activities

46,766,678

(218,621,451

)

Cash flows from financing activities:

Distributions paid to stockholders

(16,090,826

)

(24,136,238

)

Proceeds from 2024 Notes issuance

10,912,500

Repayments under SBA debentures

(10,000,000

)

(16,500,000

)

Borrowings under BNP Credit Facility

90,000,000

Repayments under BNP Credit Facility

(16,000,000

)

Borrowings under Truist Credit Facility

91,564,132

273,000,000

Repayments under Truist Credit Facility

(104,271,232

)

(133,000,000

)

Net cash (used in) provided by financing activities

(38,797,926

)

184,276,262

Net increase (decrease) in cash equivalents

7,968,752

(34,345,189

)

Effect of exchange rate changes on cash

80,742

(43,532

)

Cash and cash equivalents, beginning of period

25,806,002

59,516,236

Cash and cash equivalents, end of period

$

33,855,496

$

25,127,515

Supplemental disclosure of cash flow information:

Interest paid

$

9,220,494

$

15,074,416

Taxes paid

$

655,707

$

805,976

Non-cash exchanges and conversions

$

16,515,842

$

91,204,799

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

7


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2021

(Unaudited)

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—125.0 (1), (2)

First Lien Secured Debt—64.9%

18 Freemont Street Acquisition, LLC

08/11/2025

Hotels, Motels, Inns and Gaming

9.50

%

1M L+800

8,302,303

$

7,545,657

$

8,385,326

Altamira Technologies, LLC (Revolver)

07/24/2025

Aerospace and Defense

8.00

%

3M L+700

50,000

50,000

48,125

Altamira Technologies, LLC (Revolver) (7)

07/24/2025

Aerospace and Defense

137,500

(5,156

)

American Insulated Glass, LLC

12/21/2023

Building Materials

6.50

%

3M L+550

15,876,189

15,687,356

15,717,427

Apex Service Partners, LLC

07/31/2025

Personal, Food and Miscellaneous Services

6.25

%

1M L+525

1,335,239

1,335,239

1,335,239

Applied Technical Services, LLC

12/29/2026

Environmental Services

6.75

%

3M L+550

7,481,250

7,320,812

7,369,031

Applied Technical Services, LLC (7)

06/29/2022

Environmental Services

2,500,000

(9,375

)

Applied Technical Services, LLC (Revolver) (7)

12/29/2026

Environmental Services

1,000,000

(15,000

)

Bottom Line Systems, LLC

02/13/2023

Healthcare, Education and Childcare

6.25

%

1M L+550

6,153,097

6,118,932

6,153,097

Broder Bros., Co.

12/02/2022

Consumer Products

9.75

%

3M L+850

25,620,085

25,620,673

24,210,981

Compex Legal Services, Inc.

02/09/2026

Business Services

6.75

%

3M L+575

3,587,774

3,526,985

3,469,018

Compex Legal Services, Inc. (Revolver)

02/07/2025

Business Services

6.75

%

3M L+575

458,962

458,962

443,771

Compex Legal Services, Inc. (Revolver) (7)

02/07/2025

Business Services

196,698

(6,511

)

Datalot Inc. (Revolver) (7)

01/24/2025

Insurance

1,788,165

DermaRite Industries LLC

03/03/2022

Manufacturing / Basic Industries

7.75

%

1M L+675

8,441,402

8,410,431

8,441,402

DRS Holdings III, Inc. (Revolver) (7)

11/03/2025

Consumer Products

1,528,102

15,281

ECL Entertainment, LLC

04/01/2028

Hotels, Motels, Inns and Gaming

8.25

%

1M L+750

8,769,231

8,681,538

8,769,231

ECM Industries, LLC (Revolver)

12/23/2025

Electronics

5.50

%

1M L+450

258,797

258,797

257,503

ECM Industries, LLC (Revolver) (7)

12/23/2025

Electronics

258,797

(1,294

)

GCOM Software LLC

11/14/2022

Business Services

7.75

%

1M L+625

1,093,898

1,076,285

1,093,898

Hancock Roofing and Construction L.L.C.

12/31/2026

Insurance

6.25

%

3M L+525

5,985,000

5,842,049

5,835,375

Hancock Roofing and Construction L.L.C. (7)

12/31/2022

Insurance

1,500,000

(37,500

)

Hancock Roofing and Construction L.L.C. (Revolver) (7)

12/31/2026

Insurance

750,000

(18,750

)

HW Holdco, LLC

12/10/2024

Media

5.50

%

3M L+450

2,554,113

2,536,525

2,503,031

HW Holdco, LLC (Revolver) (7)

12/10/2024

Media

3,387,097

(67,742

)

Impact Group, LLC

06/27/2023

Personal, Food and Miscellaneous Services

8.37

%

1M L+737

19,675,049

19,611,964

19,871,799

Integrity Marketing Acquisition, LLC

08/27/2025

Insurance

6.75

%

3M L+575

16,583,417

16,473,040

16,334,666

Juniper Landscaping of Florida, LLC

12/22/2021

Personal, Food and Miscellaneous Services

6.50

%

1M L+550

2,775,657

2,762,772

2,775,657

K2 Pure Solutions NoCal, L.P.

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

11,860,333

11,754,642

11,607,707

K2 Pure Solutions NoCal, L.P. (Revolver)

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

872,143

872,143

853,566

K2 Pure Solutions NoCal, L.P. (Revolver) (7)

12/20/2023

Chemicals, Plastics and Rubber

1,065,952

(22,705

)

Kentucky Downs, LLC (7)

03/07/2025

Hotels, Motels, Inns and Gaming

827,586

LAV Gear Holdings, Inc.

10/31/2024

Leisure, Amusement, Motion Pictures, Entertainment

8.50

%

1M L+750

770,596

764,956

714,188

(PIK 5.00

%)

Lightspeed Buyer Inc.

02/03/2026

Healthcare, Education and Childcare

6.50

%

1M L+550

1,556,373

1,542,426

1,533,027

Lightspeed Buyer Inc. (7)

08/03/2021

Healthcare, Education and Childcare

882,075

(4,410

)

Lightspeed Buyer Inc. (Revolver)

02/03/2026

Healthcare, Education and Childcare

6.50

%

1M L+550

388,593

388,593

382,765

Lightspeed Buyer Inc. (Revolver) (7)

02/03/2026

Healthcare, Education and Childcare

777,187

(11,658

)

Lombart Brothers, Inc. (Revolver)

04/13/2023

Healthcare, Education and Childcare

9.25

%

1M L+825

1,773,894

1,773,894

1,702,938

MeritDirect, LLC

05/23/2024

Media

6.50

%

3M L+550

2,832,036

2,803,736

2,768,315

MeritDirect, LLC (Revolver) (7)

05/23/2024

Media

2,518,345

(56,663

)

Ox Two, LLC

02/27/2023

Building Materials

7.25

%

1M L+625

21,135,496

20,941,838

21,135,496

Ox Two, LLC (Revolver)

02/27/2023

Building Materials

7.25

%

1M L+625

488,000

488,000

488,000

Ox Two, LLC (Revolver) (7)

02/27/2023

Building Materials

2,012,000

PRA Events, Inc.

08/07/2025

Business Services

11.50

%

3M L+1,050

22,349,086

19,095,604

19,723,069

(PIK 11.50

%)

PRA Events, Inc. (Revolver)

08/07/2025

Business Services

11.50

%

3M L+1,050

2,323,391

1,985,162

2,050,393

(PIK 11.50

%)

Questex, LLC

09/09/2024

Media

6.75

%

3M L+575

21,937,500

21,658,895

19,963,126

Questex, LLC (Revolver)

09/09/2024

Media

6.75

%

3M L+575

2,632,979

2,632,979

2,396,011

Questex, LLC (Revolver) (7)

09/09/2024

Media

957,447

(86,170

)

Radius Aerospace, Inc. (Revolver)

03/31/2025

Aerospace and Defense

6.75

%

3M L+575

148,476

148,476

144,289

Radius Aerospace, Inc. (Revolver) (7)

03/31/2025

Aerospace and Defense

2,078,666

(58,618

)

Rancho Health MSO, Inc.

12/18/2025

Healthcare, Education and Childcare

6.75

%

3M L+575

3,675,000

3,596,984

3,610,688

Rancho Health MSO, Inc. (7)

12/18/2022

Healthcare, Education and Childcare

1,050,000

(18,375

)

Rancho Health MSO, Inc. (Revolver) (7)

12/18/2025

Healthcare, Education and Childcare

525,000

(9,187

)

Recteq, LLC

01/29/2026

Consumer Products

7.00

%

3M L+600

10,000,000

9,807,023

9,800,000

Recteq, LLC (Revolver) (7)

01/29/2026

Consumer Products

1,126,761

(22,535

)

Research Horizons, LLC

06/28/2022

Media

7.25

%

1M L+625

28,360,642

28,212,050

27,793,429

Research Now Group, Inc. and Survey

Sampling International LLC

12/20/2024

Business Services

6.50

%

3M L+550

2,898,750

2,898,750

2,864,690

Riverpoint Medical, LLC (Revolver) (7)

06/20/2025

Healthcare, Education and Childcare

363,636

(2,218

)

Riverside Assessments, LLC

03/10/2025

Education

8.25

%

3M L+725

16,291,343

16,039,357

15,598,961

Sales Benchmark Index LLC (Revolver) (7)

01/03/2025

Business Services

731,707

(49,390

)

Sargent & Greenleaf Inc. (Revolver) (7)

12/20/2024

Electronics

597,943

Schlesinger Global, Inc.

07/14/2025

Business Services

8.00

%

3M L+700

514,741

509,460

473,561

(PIK 1.00

%)

Schlesinger Global, Inc. (Revolver)

07/14/2025

Business Services

8.00

%

3M L+700

15,792

15,792

14,529

(PIK 1.00

%)

Schlesinger Global, Inc. (Revolver) (7)

07/14/2025

Business Services

22,248

(1,780

)

Sigma Defense Systems, LLC

12/18/2025

Telecommunications

9.75

%

3M L+875

6,602,931

6,448,004

6,470,872

Sigma Defense Systems, LLC (7)

12/18/2025

Telecommunications

950,869

(19,017

)

Signature Systems Holding Company - Term Loan II

12/31/2021

Chemicals, Plastics and Rubber

8.50

%

3M L+750

806,452

794,399

796,371

Signature Systems Holding Company (Revolver)

05/03/2024

Chemicals, Plastics and Rubber

7.50

%

3M L+650

2,016,129

2,016,129

1,990,927

Solutionreach, Inc. (Revolver) (7)

01/17/2024

Communications

1,665,000

Spear Education, LLC

02/26/2025

Education

6.50

%

3M L+500

14,973,750

14,842,822

14,824,012

Spear Education, LLC (7)

02/26/2022

Education

6,875,000

(68,750

)

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

8


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2021

(Unaudited)

Issuer Name

Maturity / Expiration

Industry

Current

Coupon

Basis Point

Spread Above

Index (4)

Par /

Shares

Cost

Fair Value (3)

Spectacle Gary Holdings, LLC

12/23/2025

Hotels, Motels, Inns and Gaming

11.01

%

1M L+900

21,600,000

$

20,976,783

$

23,544,000

TAC LifePort Purchaser, LLC

03/01/2026

Aerospace and Defense

7.00

%

3M L+600

5,017,306

4,918,140

4,936,927

TAC LifePort Purchaser, LLC (Revolver)

03/01/2026

Aerospace and Defense

7.00

%

3M L+600

82,041

82,041

80,727

TAC LifePort Purchaser, LLC (Revolver) (7)

03/01/2026

Aerospace and Defense

538,114

(8,621

)

TPC Canada Parent, Inc. and TPC US Parent, LLC (8 ),( 11)

11/24/2025

Food

6.25

%

3M L+525

1,780,120

1,780,120

1,726,717

TVC Enterprises, LLC

03/26/2026

Transportation

6.75

%

1M L+575

15,584,153

15,393,349

15,428,312

TVC Enterprises, LLC (Revolver) (7)

03/26/2026

Transportation

2,702,151

(27,022

)

TWS Acquisition Corporation

06/16/2025

Education

7.25

%

1M L+625

4,136,641

4,136,641

4,136,641

TWS Acquisition Corporation (Revolver) (7)

06/16/2025

Education

1,643,571

Tyto Athene, LLC

08/27/2024

Aerospace and Defense

6.25

%

1M L+525

6,012,024

5,986,788

6,012,024

Tyto Athene, LLC (New Issue)

04/01/2028

Aerospace and Defense

6.25

%

1M L+550

10,000,000

9,846,390

9,846,390

Tyto Athene, LLC (New Issue) (Revolver) (7)

04/01/2026

Aerospace and Defense

363,610

US Med Acquisition, Inc.

02/13/2023

Healthcare, Education and Childcare

8.50

%

1M L+750

8,257,813

8,257,813

8,257,813

Walker Edison Furniture Company LLC

09/26/2024

Home and Office Furnishings

6.75

%

3M L+575

25,000,000

24,375,244

24,375,000

Wildcat Buyerco, Inc.

02/27/2026

Electronics

6.25

%

3M L+525

1,636,953

1,619,108

1,621,484

Wildcat Buyerco, Inc. (7)

02/27/2022

Electronics

2,573,529

3,217

Wildcat Buyerco, Inc. (Revolver) (7)

02/27/2026

Electronics

551,471

(8,658

)

Total First Lien Secured Debt

402,722,548

402,062,935

Second Lien Secured Debt—20.8%

Confie Seguros Holding Co.

10/31/2025

Insurance

8.62

%

3M L+850

14,500,000

14,301,101

14,137,500

Data Axle, Inc.

04/03/2024

Other Media

10.25

%

3M L+925

20,400,000

20,188,954

20,400,000

DecoPac, Inc.

03/31/2025

Beverage, Food and Tobacco

9.25

%

3M L+825

19,627,143

19,406,995

19,627,143

Halo Buyer, Inc.

07/06/2026

Consumer Products

9.25

%

1M L+825

32,500,000

32,085,316

31,850,000

Inventus Power, Inc.

09/29/2024

Electronics

9.50

%

3M L+850

13,500,000

13,230,497

13,230,000

MBS Holdings, Inc.

01/02/2024

Telecommunications

9.50

%

3M L+850

19,623,649

19,398,565

19,427,413

QuantiTech LLC

02/04/2027

Aerospace and Defense

11.00

%

3M L+1,000

150,000

147,119

147,000

VT Topco, Inc.

08/24/2026

Business Services

7.11

%

3M L+700

10,000,000

9,957,809

9,950,000

Total Second Lien Secured Debt

128,716,356

128,769,056

Subordinated Debt/Corporate Notes—8.7%

Blackhawk Industrial Distribution, Inc.

03/17/2025

Distribution

12.00

%

14,192,326

14,003,077

13,979,441

(PIK 2.00

%)

Cascade Environmental LLC

12/30/2023

Environmental Services

13.00

%

39,829,362

39,469,077

40,028,509

(PIK 13.00

%)

Total Subordinated Debt/Corporate Notes

53,472,154

54,007,950

Preferred Equity/Partnership Interests—3.6% (6)

AH Holdings, Inc.

Healthcare, Education and Childcare

6.00

%

211

500,000

146,305

Cascade Environmental LLC

Environmental Services

16.00

%

178,304

17,607,478

19,539,097

MeritDirect Holdings, LP (9)

Media

540

540,000

597,394

NXOF Holdings, Inc. (Tyto Athene, LLC)

Aerospace and Defense

160

159,808

185,151

Signature CR Intermediate Holdco, Inc.

Chemicals, Plastics and Rubber

12.00

%

1,527

1,527,026

1,662,605

TPC Holding Company, LP (8 ),( 11)

Food

219

219,012

249,437

Total Preferred Equity/Partnership Interests

20,553,324

22,379,989

Common Equity/Partnership Interests/Warrants—26.9% (6)

Affinion Group Holdings, Inc. (Warrants)

04/10/2024

Consumer Products

77,190

2,126,399

AG Investco LP (9)

Business Services

805,164

805,164

1,107,840

AG Investco LP (7), (9)

Business Services

194,836

AH Holdings, Inc. (Warrants)

03/23/2021

Healthcare, Education and Childcare

753

Altamira Intermediate Company II, Inc.

Aerospace and Defense

125,000

125,000

79,659

ASP LCG Holdings, Inc. (Warrants)

05/05/2026

Education

933

586,975

1,927,258

Cascade Environmental LLC (9)

Environmental Services

33,901

2,852,080

673,015

CI (Allied) Investment Holdings, LLC

Business Services

120,962

1,243,217

272,538

(PRA Events, Inc.) (9)

CI (Summit) Investment Holdings LLC

Buildings and Real Estate

134,180

1,409,866

2,113,202

(SFP Holdings, Inc.)

Cowboy Parent LLC

Distribution

22,500

2,250,000

1,193,867

(Blackhawk Industrial Distribution, Inc.)

DecoPac Holdings Inc.

Beverage, Food and Tobacco

3,449

3,448,658

4,327,101

Delta InvestCo LP (Sigma Defense Systems, LLC) (9)

Telecommunications

570,522

570,522

587,029

Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (9)

Telecommunications

570,522

ECM Investors, LLC (9)

Electronics

167,537

167,537

437,342

eCommission Holding Corporation (11)

Financial Services

80

1,004,625

827,595

Faraday Holdings, LLC

Building Materials

4,277

217,635

1,463,248

Gauge Lash Coinvest LLC

Consumer Products

889,376

1,053,800

1,669,180

Gauge Schlesinger Coinvest, LLC

Business Services

9

8,896

6,460

Gauge TVC Coinvest, LLC

Transportation

810,645

1,536,698

(TVC Enterprises, LLC)

GCOM InvestCo LP (7)

Business Services

111,574

Go Dawgs Capital III, LP

Building Materials

675,325

675,325

864,416

(American Insulated Glass, LLC) (9)

Green Veracity Holdings, LP - Class A

Business Services

15,000

1,500,000

3,673,072

(VT Topco, Inc.)

Hancock Claims Consultants Investors, LLC (9)

Insurance

450,000

450,000

494,750

Infogroup Parent Holdings, Inc. (Data Axle, Inc.)

Other Media

181,495

2,040,000

3,146,031

Ironclad Holdco, LLC (Applied Technical Services, LLC) (9)

Environmental Services

3,960

396,000

420,230

ITC Rumba, LLC (Cano Health, LLC) (9)

Healthcare, Education and Childcare

375,675

2,455,540

72,968,079

JWC-WE Holdings, L.P.

Home and Office Furnishings

1,906,433

1,906,433

16,744,417

(Walker Edison Furniture Company LLC) (9)

Kadmon Holdings, Inc. (5)

Healthcare, Education and Childcare

252,014

2,265,639

980,334

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

9


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2021

(Unaudited)

Issuer Name

Maturity / Expiration

Industry

Current

Coupon

Basis Point

Spread Above

Index (4)

Par /

Shares

Cost

Fair Value (3)

Kentucky Racing Holdco, LLC (Warrants)

Hotels, Motels, Inns and Gaming

161,252

$

$

681,840

Lariat ecoserv Co-Invest Holdings, LLC (9)

Environmental Services

363,656

363,656

780,007

Lightspeed Investment Holdco LLC

Healthcare, Education and Childcare

273,143

273,143

336,625

MeritDirect Holdings, LP (9)

Media

540

NEPRT Parent Holdings, LLC (Recteq, LLC) (9)

Consumer Products

1,299

1,298,701

1,342,636

NXOF Holdings, Inc.

Aerospace and Defense

3,261

3,261

25,350

(Tyto Athene, LLC)

OceanSound Discovery Equity, LP

Aerospace and Defense

98,286

982,857

956,095

(Holdco Sands Intermediate, LLC) (9)

QuantiTech InvestCo LP (9)

Aerospace and Defense

700

65,957

424,767

QuantiTech InvestCo LP (7), (9)

Aerospace and Defense

967

QuantiTech InvestCo II LP (9)

Aerospace and Defense

40

24,000

24,000

RFMG Parent, LP (9)

Healthcare, Education and Childcare

1,050,000

1,050,000

1,050,000

SBI Holdings Investments LLC

Business Services

36,585

365,854

156,798

(Sales Benchmark Index LLC)

Signature CR Intermediate Holdco, Inc.

Chemicals, Plastics and Rubber

80

80,370

-

SSC Dominion Holdings, LLC

Electronics

1,500

1,500,000

1,749,600

Class A (US Dominion, Inc.)

SSC Dominion Holdings, LLC

Electronics

1,500

4,949,724

Class B (US Dominion, Inc.)

TAC LifePort Holdings, LLC (9)

Aerospace and Defense

232,558

232,558

232,914

TPC Holding Company, LP (8). (11)

Food

11,527

11,527

98,210

U.S. Well Services, Inc. - Class A (5), (11)

Oil and Gas

1,261,201

3,021,880

1,311,649

WBB Equity, LLC

Aerospace and Defense

628,571

628,571

3,916,000

(Whitney, Bradley & Brown, Inc.) (9)

Wheel Pros Holdings, L.P.

Auto Sector

3,778,704

545,210

26,400,357

(Winter Park Intermediate, Inc.)

Wildcat Parent, LP (Wildcat Buyerco, Inc.)

Electronics

2,314

231,400

342,475

ZS Juniper L.P.

Personal, Food and Miscellaneous Services

1,056

1,056,247

4,275,988

(Juniper Landscaping of Florida, LLC) (9)

Total Common Equity/Partnership Interests/Warrants

41,294,503

166,568,396

Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies

646,758,885

773,788,326

Investments in Non-Controlled, Affiliated Portfolio Companies—11.5% (1), (2)

Second Lien Secured Debt—1.7%

Mailsouth Inc.

04/23/2025

Printing and Publishing

15.00

%

10,318,353

10,318,353

10,318,353

(PIK 15.00

%)

Total Second Lien Secured Debt

10,318,353

10,318,353

Preferred Equity/Partnership Interests—5.8% (6)

ETX Energy, LLC (9)

Oil and Gas

61,732

6,173,200

MidOcean JF Holdings Corp.

Distribution

153,922

15,392,189

36,139,140

Total Preferred Equity/Partnership Interests

21,565,389

36,139,140

Common Equity/Partnership Interests/Warrants—4.0% (6)

ETX Energy, LLC (9)

Oil and Gas

1,658,389

29,711,576

ETX Energy Management Company, LLC

Oil and Gas

1,754,104

1,562,020

MidOcean JF Holdings Corp.

Distribution

65,933

24,789,935

7,047,058

MSpark, LLC

Printing and Publishing

51,151

16,515,842

17,900,097

Total Common Equity/Partnership Interests/Warrants

72,579,373

24,947,155

Total Investments in Non-Controlled, Affiliated Portfolio Companies

104,463,115

71,404,648

Investments in Controlled, Affiliated Portfolio Companies—53.3% (1), (2)

First Lien Secured Debt—6.7%

AKW Holdings Limited (8), (10), (11)

03/13/2024

Healthcare, Education and Childcare

7.50

%

3M L+650

£

30,000,000

41,696,550

41,391,000

Total First Lien Secured Debt

41,696,550

41,391,000

Second Lien Secured Debt—9.0%

PT Network Intermediate Holdings, LLC

11/30/2024

Healthcare, Education and Childcare

11.00

%

3M L+1,000

55,471,238

55,136,936

55,471,237

(PIK 11.00

%)

Total Second Lien Secured Debt

55,136,936

55,471,237

Subordinated Debt—10.4%

PennantPark Senior Loan Fund, LLC (11)

07/31/2027

Financial Services

9.00

%

3M L+800

64,154,570

64,154,571

64,154,571

Total Subordinated Debt

64,154,571

64,154,571

Preferred Equity—2.1% (6)

CI (PTN) Investment Holdings II, LLC

Healthcare, Education and Childcare

36,450

546,750

(PT Network, LLC) (9)

PT Network Intermediate Holdings, LLC (9)

Healthcare, Education and Childcare

11.00

%

3M L+1,000

833

10,725,000

12,812,316

Total Preferred Equity

11,271,750

12,812,316

Common Equity—25.2% (6)

AKW Holdings Limited (8), (10), (11)

Healthcare, Education and Childcare

£

950

132,497

3,303,354

CI (PTN) Investment Holdings II, LLC

Healthcare, Education and Childcare

333,333

5,000,000

(PT Network, LLC) (9)

PennantPark Senior Loan Fund, LLC (11)

Financial Services

33,830,005

33,892,823

40,239,290

PT Network Intermediate Holdings, LLC (9)

Healthcare, Education and Childcare

621

7,157,560

34,989,451

RAM Energy Holdings LLC

Energy and Utilities

180,805

162,708,073

77,683,350

Total Common Equity

208,890,953

156,215,445

Total Investments in Controlled, Affiliated Portfolio Companies

381,150,760

330,044,569

Total Investments—189.8%

1,132,372,760

1,175,237,543

Cash and Cash Equivalents—5.5%

BlackRock Federal FD Institutional 30

32,327,289

32,327,289

BNY Mellon Cash Reserve and Cash

1,505,980

1,528,207

Total Cash and Cash Equivalents

33,833,269

33,855,496

Total Investments and Cash Equivalents—195.3%

$

1,166,206,029

$

1,209,093,039

Liabilities in Excess of Other Assets—(95.3%)

(589,846,144

)

Net Assets—100.0%

$

619,246,895

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

10


(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 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 Subsidiaries (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 March 31, 2021, qualifying assets represent 87% of the Company’s total assets and non-qualifying assets represent 13% of the Company’s total assets.

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

11


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2020

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—139.9 (1), (2)

First Lien Secured Debt—76.5%

18 Freemont Street Acquisition, LLC

08/11/2025

Hotels, Motels, Inns and Gaming

9.50

%

1M L+800

8,302,303

$

7,543,090

$

7,887,188

Altamira Technologies, LLC (Revolver)

07/24/2025

Aerospace and Defense

7.00

%

3M L+600

125,000

125,000

120,625

Altamira Technologies, LLC (Revolver) (7)

07/24/2025

Aerospace and Defense

62,500

(2,188

)

American Insulated Glass, LLC

12/21/2023

Building Materials

6.50

%

3M L+550

15,957,113

15,736,757

15,637,971

Apex Service Partners, LLC

07/31/2025

Personal, Food and Miscellaneous Services

6.25

%

1M L+525

178,844

178,844

173,479

Apex Service Partners, LLC (7)

07/31/2021

Personal, Food and Miscellaneous Services

1,165,420

(34,963

)

Bottom Line Systems, LLC

02/13/2023

Healthcare, Education and Childcare

6.25

%

1M L+550

6,722,525

6,674,529

6,580,680

Broder Bros., Co.

12/02/2022

Consumer Products

9.75

%

3M L+850

25,907,420

25,907,420

23,510,984

Compex Legal Services, Inc.

02/09/2026

Business Services

6.75

%

3M L+575

3,605,894

3,539,582

3,539,906

Compex Legal Services, Inc. (7)

02/08/2021

Business Services

1,549,743

(12,863

)

Compex Legal Services, Inc. (Revolver)

02/07/2025

Business Services

6.75

%

3M L+575

458,962

458,962

450,563

Compex Legal Services, Inc. (Revolver) (7)

02/07/2025

Business Services

196,698

(3,600

)

Datalot Inc. (Revolver)

01/24/2025

Insurance

6.25

%

3M L+525

1,788,165

1,788,165

1,790,310

DermaRite Industries LLC

03/03/2022

Manufacturing / Basic Industries

8.00

%

1M L+700

8,975,884

8,924,948

8,975,884

DRS Holdings III, Inc. (Revolver) (7)

11/03/2025

Consumer Products

1,528,102

(27,964

)

ECM Industries, LLC (Revolver)

12/23/2025

Electronics

5.50

%

1M L+450

517,594

517,594

510,761

HW Holdco, LLC

12/10/2024

Media

5.50

%

3M L+450

2,567,177

2,547,350

2,490,162

HW Holdco, LLC (Revolver) (7)

12/10/2024

Media

3,387,097

(101,613

)

IMIA Holdings, Inc.

10/26/2025

Aerospace and Defense

7.00

%

3M L+600

5,572,968

5,461,508

5,517,238

Impact Group, LLC

06/27/2023

Personal, Food and Miscellaneous Services

8.37

%

1M L+737

19,888,478

19,811,644

19,987,920

Integrity Marketing Acquisition, LLC

08/27/2025

Insurance

6.50

%

3M L+550

23,574,241

23,403,071

23,338,498

Integrity Marketing Acquisition, LLC (7)

07/15/2021

Insurance

592,800

(1,482

)

Juniper Landscaping of Florida, LLC

12/22/2021

Personal, Food and Miscellaneous Services

9.50

%

1M L+850

13,516,275

13,430,024

13,516,275

K2 Pure Solutions NoCal, L.P.

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

11,921,000

11,797,407

11,658,738

K2 Pure Solutions NoCal, L.P. (Revolver)

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

1,453,571

1,453,571

1,421,593

K2 Pure Solutions NoCal, L.P. (Revolver) (7)

12/20/2023

Chemicals, Plastics and Rubber

484,524

(10,660

)

Kentucky Downs, LLC (7)

03/07/2025

Hotels, Motels, Inns and Gaming

827,586

(12,414

)

LAV Gear Holdings, Inc.

10/31/2024

Leisure, Amusement, Motion Pictures, Entertainment

8.50

%

1M L+750

751,480

744,986

692,188

(PIK 5.00

%)

Lightspeed Buyer Inc.

02/03/2026

Healthcare, Education and Childcare

6.25

%

1M L+525

1,564,213

1,548,989

1,544,661

Lightspeed Buyer Inc. (7)

08/03/2021

Healthcare, Education and Childcare

882,075

(2,205

)

Lightspeed Buyer Inc. (Revolver)

02/03/2026

Healthcare, Education and Childcare

6.75

%

1M L+575

1,165,780

1,165,780

1,151,208

Lombart Brothers, Inc. (Revolver)

04/13/2023

Healthcare, Education and Childcare

7.25

%

1M L+625

1,769,912

1,769,912

1,661,947

MeritDirect, LLC

05/23/2024

Media

6.50

%

3M L+550

2,901,820

2,868,498

2,763,983

MeritDirect, LLC (Revolver) (7)

05/23/2024

Media

2,518,345

(119,621

)

Ox Two, LLC

02/27/2023

Building Materials

7.25

%

1M L+625

21,352,147

21,112,545

21,245,386

Ox Two, LLC (Revolver)

02/27/2023

Building Materials

7.25

%

1M L+625

488,000

488,000

485,560

Ox Two, LLC (Revolver) (7)

02/27/2023

Building Materials

2,012,000

(10,060

)

Peninsula Pacific Entertainment LLC

11/13/2024

Hotels, Motels, Inns and Gaming

7.40

%

3M L+725

11,437,714

11,219,222

10,637,074

PRA Events, Inc.

08/08/2022

Business Services

(6)

19,180,820

18,839,885

16,150,251

PRA Events, Inc. (Revolver)

08/08/2022

Business Services

(6)

2,000,000

2,000,000

1,684,000

Provation Medical, Inc.

03/11/2024

Electronics

7.15

%

3M L+700

26,527,500

26,094,813

26,179,990

Questex, LLC

09/09/2024

Media

6.75

%

3M L+575

22,050,000

21,733,659

20,286,000

Questex, LLC (Revolver)

09/09/2024

Media

6.75

%

3M L+575

1,795,213

1,795,213

1,651,596

Questex, LLC (Revolver) (7)

09/09/2024

Media

1,795,213

(143,617

)

Radius Aerospace, Inc. (Revolver)

03/31/2025

Aerospace and Defense

6.75

%

3M L+575

1,336,285

1,336,285

1,298,602

Radius Aerospace, Inc. (Revolver) (7)

03/31/2025

Aerospace and Defense

890,857

(25,122

)

Research Horizons, LLC

06/28/2022

Media

7.25

%

1M L+625

29,546,453

29,334,375

28,364,595

Research Now Group, Inc. and Survey

Sampling International LLC

12/20/2024

Business Services

6.50

%

3M L+550

2,913,731

2,913,731

2,752,019

Riverpoint Medical, LLC (Revolver) (7)

06/20/2025

Healthcare, Education and Childcare

363,636

(12,764

)

Riverside Assessments, LLC

03/10/2025

Education

6.75

%

3M L+575

15,671,250

15,389,332

14,848,509

Sargent & Greenleaf Inc. (Revolver) (7)

12/20/2024

Electronics

597,943

(10,763

)

Sales Benchmark Index LLC (7)

07/07/2021

Business Services

1,829,268

(43,902

)

Sales Benchmark Index LLC (Revolver) (7)

01/03/2025

Business Services

731,707

(17,561

)

Schlesinger Global, Inc.

07/14/2025

Business Services

7.00

%

3M L+600

516,273

510,389

478,844

Schlesinger Global, Inc. (Revolver)

07/14/2025

Business Services

7.00

%

3M L+600

15,759

15,759

14,617

Schlesinger Global, Inc. (Revolver) (7)

07/14/2025

Business Services

22,281

(1,615

)

Signature Systems Holding Company (Revolver)

05/03/2024

Chemicals, Plastics and Rubber

7.50

%

3M L+650

1,129,032

1,129,032

1,092,339

Signature Systems Holding Company (Revolver) (7)

05/03/2024

Chemicals, Plastics and Rubber

887,097

(28,831

)

Solutionreach, Inc. (Revolver)

01/17/2024

Communications

6.75

%

3M L+575

1,248,750

1,248,750

1,235,014

Solutionreach, Inc. (Revolver) (7)

01/17/2024

Communications

416,250

(4,579

)

Spear Education, LLC

02/26/2025

Education

6.50

%

3M L+500

15,049,375

14,906,170

14,673,140

Spear Education, LLC (7)

02/26/2022

Education

6,875,000

(171,875

)

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

12


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

SEPTEMBER 30, 2020

Issuer Name

Maturity / Expiration

Industry

Current

Coupon

Basis Point

Spread Above

Index (4)

Par /

Shares

Cost

Fair Value (3)

Spectacle Gary Holdings, LLC

12/23/2025

Hotels, Motels, Inns and Gaming

11.00

%

1M L+900

20,478,378

$

19,804,843

$

19,864,027

Spectacle Gary Holdings, LLC (7)

12/23/2025

Hotels, Motels, Inns and Gaming

1,121,622

(33,649

)

TPC Canada Parent, Inc. and TPC US Parent, LLC (8 ),( 11)

11/24/2025

Food

6.25

%

3M L+525

1,789,156

1,789,156

1,735,482

TVC Enterprises, LLC

01/18/2024

Transportation

6.50

%

1M L+550

17,660,607

17,410,805

17,528,153

TVC Enterprises, LLC (Revolver) (7)

01/18/2024

Transportation

2,702,151

(20,267

)

TWS Acquisition Corporation (Revolver)

06/16/2025

Education

7.25

%

1M L+625

1,137,857

1,137,857

1,115,100

TWS Acquisition Corporation (Revolver) (7)

06/16/2025

Education

505,714

(10,114

)

Tyto Athene, LLC

08/27/2024

Aerospace and Defense

6.25

%

1M L+525

6,027,680

5,998,741

6,008,392

US Med Acquisition, Inc.

08/13/2021

Healthcare, Education and Childcare

9.00

%

1M L+800

8,301,563

8,301,563

8,218,547

Walker Edison Furniture Company LLC

09/26/2024

Home and Office Furnishings

7.25

%

3M L+625

21,515,625

21,203,376

21,515,625

Wildcat Buyerco, Inc.

02/27/2026

Electronics

6.50

%

3M L+550

9,145,221

8,970,259

9,053,770

Wildcat Buyerco, Inc. (7)

02/27/2022

Electronics

2,573,529

3,217

Wildcat Buyerco, Inc. (Revolver) (7)

02/27/2026

Electronics

551,471

(10,037

)

Total First Lien Secured Debt

412,081,391

402,168,282

Second Lien Secured Debt—32.0%

Confie Seguros Holding Co.

10/31/2025

Insurance

8.66

%

3M L+850

14,500,000

14,281,633

13,920,000

DecoPac, Inc.

03/31/2025

Beverage, Food and Tobacco

9.25

%

3M L+825

19,627,143

19,382,758

19,627,143

Halo Buyer, Inc.

07/06/2026

Consumer Products

9.25

%

1M L+825

32,500,000

32,062,567

31,460,000

Infogroup, Inc.

04/03/2024

Other Media

10.25

%

3M L+925

20,400,000

20,157,649

20,145,000

MailSouth, Inc.

10/23/2024

Printing and Publishing

(6)

36,828,975

36,224,201

18,782,777

MBS Holdings, Inc.

01/02/2024

Telecommunications

9.59

%

1M L+850

19,623,649

19,359,314

19,329,294

VT Topco, Inc.

08/24/2026

Business Services

7.15

%

3M L+700

10,000,000

9,956,408

9,800,000

Winter Park Intermediate, Inc.

04/06/2026

Auto Sector

8.65

%

1M L+850

35,300,000

34,816,687

35,300,000

Total Second Lien Secured Debt

186,241,217

168,364,214

Subordinated Debt/Corporate Notes—9.6%

Blackhawk Industrial Distribution, Inc.

03/17/2025

Distribution

12.00

%

14,051,843

13,842,572

13,665,417

(PIK 2.00

%)

Cascade Environmental LLC

12/30/2023

Environmental Services

13.00

%

37,371,131

36,938,019

36,903,992

(PIK 13.00

%)

Total Subordinated Debt/Corporate Notes

50,780,591

50,569,409

Preferred Equity/Partnership Interests—4.1% (6)

AH Holdings, Inc.

Healthcare, Education and Childcare

6.00

%

211

500,000

167,083

Cascade Environmental LLC

Environmental Services

16.00

%

178,304

17,607,478

17,652,053

Condor Holdings Limited (8), (11)

Business Services

556,000

64,277

71,233

Condor Top Holdco Limited (8), (11)

Business Services

556,000

491,723

1,308,363

MeritDirect Holdings, LP (9)

Media

540

540,000

357,199

NXOF Holdings, Inc. (Tyto Athene, LLC)

Aerospace and Defense

107

106,823

129,098

Signature CR Intermediate Holdco, Inc.

Chemicals, Plastics and Rubber

12.00

%

1,347

1,346,530

1,409,711

TPC Holding Company, LP (8 ),( 11)

Food

219

219,010

237,288

Total Preferred Equity/Partnership Interests

20,875,841

21,332,028

Common Equity/Partnership Interests/Warrants—17.7% (6)

Affinion Group Holdings, Inc. (Warrants)

04/10/2024

Consumer Products

77,190

2,126,399

AG Investco LP (9)

Business Services

805,164

805,164

1,002,599

AG Investco LP (7), (9)

Business Services

194,836

AH Holdings, Inc. (Warrants)

03/23/2021

Healthcare, Education and Childcare

753

Altamira Intermediate Company II, Inc.

Aerospace and Defense

125,000

125,000

81,148

ASP LCG Holdings, Inc. (Warrants)

05/05/2026

Education

933

586,975

2,236,540

Cascade Environmental LLC (9)

Environmental Services

33,901

2,852,080

696,346

CI (Allied) Investment Holdings, LLC

Business Services

120,962

1,243,217

(PRA Events, Inc.) (9)

CI (Summit) Investment Holdings LLC

Buildings and Real Estate

122,870

1,270,646

1,647,095

(SFP Holdings, Inc.)

Cowboy Parent LLC

Distribution

22,500

2,250,000

1,165,785

(Blackhawk Industrial Distribution, Inc.)

DecoPac Holdings Inc.

Beverage, Food and Tobacco

3,449

3,448,658

5,072,041

ECM Investors, LLC (9)

Electronics

167,537

167,537

254,307

eCommission Holding Corporation (11)

Financial Services

80

1,004,625

1,029,685

Faraday Holdings, LLC

Building Materials

4,277

217,635

1,408,259

Gauge Lash Coinvest LLC

Consumer Products

889,376

1,053,800

1,565,301

Gauge Schlesinger Coinvest, LLC

Business Services

9

8,896

8,662

Gauge TVC Coinvest, LLC

Transportation

810,645

810,645

999,520

(TVC Enterprises, LLC)

GCOM InvestCo LP (7)

Business Services

111,574

Go Dawgs Capital III, LP

Building Materials

675,325

675,325

675,325

(American Insulated Glass, LLC) (9)

Green Veracity Holdings, LP - Class A

Business Services

15,000

1,500,000

2,886,104

(VT Topco, Inc.)

Infogroup Parent Holdings, Inc.

Other Media

181,495

2,040,000

2,522,594

ITC Rumba, LLC (Cano Health, LLC) (9)

Healthcare, Education and Childcare

375,675

4,317,307

18,761,506

JWC-WE Holdings, L.P.

Home and Office Furnishings

1,906,433

1,906,433

12,010,531

(Walker Edison Furniture Company LLC) (9)

Kadmon Holdings, Inc. (5)

Healthcare, Education and Childcare

252,014

2,265,639

987,895

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

13


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

SEPTEMBER 30, 2020

Issuer Name

Maturity / Expiration

Industry

Current

Coupon

Basis Point

Spread Above

Index (4)

Par /

Shares

Cost

Fair Value (3)

Kentucky Racing Holdco, LLC (Warrants)

Hotels, Motels, Inns and Gaming

161,252

$

$

417,910

Lariat ecoserv Co-Invest Holdings, LLC (9)

Environmental Services

363,656

363,656

593,924

Lightspeed Investment Holdco LLC

Healthcare, Education and Childcare

273,143

273,143

313,596

MeritDirect Holdings, LP (9)

Media

540

NXOF Holdings, Inc.

Aerospace and Defense

2,180

2,180

5,432

(Tyto Athene, LLC)

OceanSound Discovery Equity, LP

Aerospace and Defense

98,286

982,857

987,611

(Holdco Sands Intermediate, LLC) (9)

QuantiTech InvestCo LP (9)

Aerospace and Defense

70,000

70,000

103,995

QuantiTech InvestCo LP (7), (9)

Aerospace and Defense

96,667

SBI Holdings Investments LLC

Business Services

36,585

365,854

259,298

(Sales Benchmark Index LLC)

Signature CR Intermediate Holdco, Inc.

Chemicals, Plastics and Rubber

71

70,870

SSC Dominion Holdings, LLC

Electronics

1,500

1,500,000

1,749,600

Class A (US Dominion, Inc.)

SSC Dominion Holdings, LLC

Electronics

1,500

4,756,165

Class B (US Dominion, Inc.)

TPC Holding Company, LP (8). (11)

Food

11,527

11,527

56,482

U.S. Well Services, Inc. - Class A (5), (11)

Oil and Gas

1,261,201

3,021,880

341,029

WBB Equity, LLC

Aerospace and Defense

628,571

628,571

2,753,143

(Whitney, Bradley & Brown, Inc.) (9)

Wheel Pros Holdings, L.P.

Auto Sector

3,778,704

4,450,000

23,022,380

(Winter Park Intermediate, Inc.)

Wildcat Parent, LP (Wildcat Buyerco, Inc.)

Electronics

2,314

231,400

254,847

ZS Juniper L.P.

Personal, Food and Miscellaneous Services

1,056

1,056,250

2,614,078

(Juniper Landscaping of Florida, LLC) (9)

Total Common Equity/Partnership Interests/Warrants

43,704,169

93,240,733

Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies

713,683,209

735,674,666

Investments in Non-Controlled, Affiliated Portfolio Companies—5.3% (1), (2)

Preferred Equity/Partnership Interests—5.1% (6)

ETX Energy, LLC (9)

Oil and Gas

61,732

6,173,200

5,055,851

MidOcean JF Holdings Corp.

Distribution

153,922

15,392,189

21,795,244

Total Preferred Equity/Partnership Interests

21,565,389

26,851,095

Common Equity/Partnership Interests/Warrants—0.2% (6)

ETX Energy, LLC (9)

Oil and Gas

1,658,389

29,711,576

ETX Energy Management Company, LLC

Oil and Gas

1,754,104

1,562,020

MidOcean JF Holdings Corp.

Distribution

65,933

24,789,935

902,798

Total Common Equity/Partnership Interests/Warrants

56,063,531

902,798

Total Investments in Non-Controlled, Affiliated Portfolio Companies

77,628,920

27,753,893

Investments in Controlled, Affiliated Portfolio Companies—60.6% (1), (2)

First Lien Secured Debt—7.0%

AKW Holdings Limited (8), (10), (11)

03/13/2024

Healthcare, Education and Childcare

6.50

%

3M L+600

£

28,500,000

39,682,375

36,844,800

Total First Lien Secured Debt

39,682,375

36,844,800

Second Lien Secured Debt—10.0%

PT Network Intermediate Holdings, LLC

11/30/2024

Healthcare, Education and Childcare

11.00

%

3M L+1,000

52,479,266

52,094,291

52,479,266

(PIK 11.00

%)

Total Second Lien Secured Debt

52,094,291

52,479,266

Subordinated Debt—12.0%

PennantPark Senior Loan Fund, LLC (11)

07/31/2027

Financial Services

9.00

%

3M L+800

63,000,000

63,000,000

63,000,000

Total Subordinated Debt

63,000,000

63,000,000

Preferred Equity—2.3% (6)

CI (PTN) Investment Holdings II, LLC

Healthcare, Education and Childcare

36,450

546,750

(PT Network, LLC) (9)

PT Network Intermediate Holdings, LLC (9)

Healthcare, Education and Childcare

11.00

%

3M L+1,000

833

10,725,000

12,215,888

Total Preferred Equity

11,271,750

12,215,888

Common Equity—29.3% (6)

AKW Holdings Limited (8), (10), (11)

Healthcare, Education and Childcare

£

950

132,497

927,315

CI (PTN) Investment Holdings II, LLC

Healthcare, Education and Childcare

333,333

5,000,000

(PT Network, LLC) (9)

PennantPark Senior Loan Fund, LLC (11)

Financial Services

33,221,176

33,221,176

36,262,577

PT Network Intermediate Holdings, LLC (9)

Healthcare, Education and Childcare

621

7,150,000

26,689,495

RAM Energy Holdings LLC

Energy and Utilities

180,805

162,708,073

89,923,518

Total Common Equity

208,211,746

153,802,905

Total Investments in Controlled, Affiliated Portfolio Companies

374,260,162

318,342,859

Total Investments—205.8%

1,165,572,291

1,081,771,418

Cash and Cash Equivalents—4.9%

BlackRock Federal FD Institutional 30

2,277,244

2,277,244

BNY Mellon Cash Reserve and Cash

23,523,843

23,528,758

Total Cash and Cash Equivalents

25,801,087

25,806,002

Total Investments and Cash Equivalents—210.7%

$

1,191,373,378

$

1,107,577,420

Liabilities in Excess of Other Assets—(110.7%)

(581,868,568

)

Net Assets—100.0%

$

525,708,852

(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.

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

14


(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 Subsidiaries (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, 2020, qualifying assets represent 87% of the Company’s total assets and non-qualifying assets represent 13% of the Company’s total assets.

S E E NO T E S T O CONSO L IDA T E D FINA N C IAL S T A T E M E N T S

15


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

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 objectives are 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, and subordinated debt and, to a lesser extent, equity investments. On April 24, 2007, we closed our initial public offering and our common stock trades on the Nasdaq Global Select Market 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.

Funding I, a wholly-owned subsidiary and a special purpose entity of the Company prior to July 31, 2020, was organized in Delaware as a limited liability company in February 2019. We formed Funding I in order to establish the BNP Credit Facility. The Investment Adviser serves as the servicer to Funding I and, prior to deconsolidation, had irrevocably directed that the management fee owed to it with respect to such services be paid to us so long as the Investment Adviser remains the servicer. This arrangement did not increase our consolidated management fee. The BNP Credit Facility allows Funding I to borrow up to $275 million at LIBOR (or an alternative risk-free floating interest rate index) plus 260 basis points during the reinvestment period. The BNP Credit Facility is secured by all of the assets held by Funding I. Funding I is no longer a subsidiary of PennantPark Investment as result of the joint venture described below.

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.

We have formed and expect to continue to form certain Taxable Subsidiaries, which are subject to tax as corporations. These Taxable Subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.

We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.

2. SIGNIFICANT ACCOUNTING POLICIES

The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Changes in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies, the global outbreak of 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. 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 s i g n i f i c a nt a c c o un t i ng po l i c i e s c ons i s t e n tl y a pp l i e d a re a s fo l l ows:

(a)

Investment Valuations

We expect that there may not be readily available market values for many of the investments which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that 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. W i t h r e s p e c t t o i nv e s tm e n t s for w h i c h m a rk e t quo t at i ons a re n o t r e a d i l y a v a i l a b l e , or for w h i c h m a rk e t quo t a t i ons a re d e e m e d not r e f l e c ti v e of t he f a i r v a l u e , our bo a rd of d i r e c t ors u n d e r t a k e s a m u l ti - s t e p v a l u a t i on pro c e s s e a c h q u a r t e r, a s d e s c r i b e d b e l o w :

(1)

O ur quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;

(2)

Preliminary valuation conclusions are then documented and discussed with the management of the Investment Adviser;

(3)

Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management’s

16


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker;

(4)

The audit committee of our board of directors reviews the preliminary valuations of the Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and

(5)

Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the respective independent valuation firms and the audit committee.

Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If 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.

(b)

Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses

Security transactions are recorded on a trade-date basis. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects, as applicable, the change in the fair values of our portfolio investments and the Credit Facilities 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 March 31, 2021, we did not have any portfolio companies on non-accrual. As of September 30, 2020 , we had two portfolio companies on non-accrual, representing 4.9% and 3.4% of our overall portfolio on a cost and fair value basis, respectively.

(c)

Income Taxes

We have complied with the requirements of Subchapter M of the Code and have qualified to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for U.S. federal income tax purposes, we typically do not incur material U.S. federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of a U.S. federal excise tax. Additionally, certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three and six months ended March 31, 2021, we recorded a provision for taxes of $0.2 million and $0.3 million (approximately one-half of which was for U.S. federal excise tax and the remainder for U.S. federal and state income taxes and franchise taxes related to the Taxable Subsidiaries), respectively. For the three and six months ended March 31, 2020, we recorded a provision for taxes of $0.3 million and $0.6 million (approximately one-half of which was for U.S. federal excise tax and the remainder for U.S. federal and state income taxes and franchise taxes related to the Taxable Subsidiaries), respectively.

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 U.S. federal and state income tax returns, the Company’s major tax jurisdiction is federal.

Because U.S. federal income tax regulations differ from GAAP, distributions characterized in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

(d)

Distributions and Capital Transactions

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

17


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

(e)

Foreign Currency Translation

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

1.

Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and

2.

Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

(f)

Consolidation

As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, 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 SBIC II and our Taxable Subsidiaries in our Consolidated Financial Statements. We do not consolidate our investment in PSLF. See further description of our investment in PSLF in Note 4.

(g)

Asset Transfers and Servicing

Asset transfers that do not meet ASC Topic 860, Transfers and Servicing, requirements for sale accounting treatment are reflected in the Consolidated Statements of Assets and Liabilities and the Consolidated Schedules of Investments as investments. The creditors of Funding I have received a security interest in all its assets and such assets are not intended to be available to the creditors of PennantPark Investment or any of its affiliates.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2021. 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, prior to deconsolidation, had 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.

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 six months ended March 31, 2021, the Investment Adviser earned a base management fee of $4.3 million and $8.4 million, respectively, from us. For the three and six months ended March 31, 2020, the Investment Adviser earned a base management fee of $4.9 million and $9.6 million, respectively, from us.

The incentive fee has two parts, as follows:

One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any credit facility and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). We pay the 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 March 31, 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 six months ended March 31, 2021, the Investment Adviser did not earn an incentive fee on net investment income from us. For the three and six months ended March 31, 2020, the Investment Adviser earned $1.9 million and $2.7 million, respectively, in incentive fees on net investment income from us.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and equals 17.5% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all

18


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

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 the three and six months ended March 31, 2021 and 2020 , the Investment Adviser did not accrue an incentive fee on capital gains as calculated under the Investment Management Agreement (as described above).

Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 17.5% of such amount, less the aggregate amount of actual capital gains related to incentive fees paid in all prior years. If such amount is negative, then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. For each of the three and six months ended March 31, 2021 and 2020, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.

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 2021 . 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 and their respective staffs. The Administrator also offers, on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated Statements of Operations. For the three and six months ended March 31, 2021 , we reimbursed the Investment Adviser approximately $0.5 million and $0.7 million, respectively, including expenses the Investment Adviser incurred on behalf of the Administrator, for the services described above. For the three and six months ended March 31, 2020 , we reimbursed the Investment Adviser approximately $0.5 million and $0.8 million, respectively, including expenses the Investment Adviser incurred on behalf of the Administrator, for the services described above.

There were no transactions subject to Rule 17a-7 under the 1940 Act during both the three and six months ended March 31, 2021. For the each of three and six months ended March 31, 2020, the Company purchased $15.0 million in total investments from an affiliated fund managed by our Investment Adviser in accordance with, and pursuant to, procedures adopted under Rule 17a-7 of the 1940 Act.

For the three and six months ended March 31, 2021 , we sold $15.5 million $37.8 million in investments to PSLF at fair value, respectively, and recognized $0.1 million and $0.5 million of net realized gains, respectively.

4. INVESTMENTS

Purchases of investments, including PIK interest, for the three and six months ended March 31, 2021 totaled $78.4 million and $150.1 million, respectively. For the same periods in the prior year, purchases of investments, including PIK interest, totaled $110.3 million and $288.7 million, respectively. Sales and repayments of investments for the three and six months ended March 31, 2021 totaled $65.0 million and $167.6 million, respectively. For the same periods in the prior year, sales and repayments of investments totaled $16.4 million and $47.5 million, respectively.

I n v e s t m e n t s and cash and c a s h e qu i v a le n t s c on s i s t e d of t he f o l l o w i ng:

March 31, 2021

September 30, 2020

Investment Classification

Cost

Fair Value

Cost

Fair Value

First lien

$

444,419,098

$

443,453,935

$

451,763,766

$

439,013,082

Second lien

194,171,645

194,558,646

238,335,508

220,843,480

Subordinated debt / corporate notes

53,472,154

54,007,950

50,780,591

50,569,409

Subordinated notes in PSLF

64,154,571

64,154,571

63,000,000

63,000,000

Equity

342,262,469

378,823,151

328,471,250

272,082,870

Equity in PSLF

33,892,823

40,239,290

33,221,176

36,262,577

Total investments

1,132,372,760

1,175,237,543

1,165,572,291

1,081,771,418

Cash and cash equivalents

33,833,269

33,855,496

25,801,087

25,806,002

Total investments and cash and cash equivalents

$

1,166,206,029

$

1,209,093,039

$

1,191,373,378

$

1,107,577,420

19


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

The t a ble b e low d e s cr i bes inv e s t m en t s by i ndu s try cl a ss i fi c a ti o n and e n u m er a t e s t he perc e nt a ge, by fa i r v a lu e , of the to t al portfol i o a ss e ts (ex c luding cash and c a s h equ i v al ent s ) i n s uch indu s tr i es as of:

Industry Classification

March 31, 2021 (1)

September 30, 2020 (1)

Healthcare, Education and Childcare

23

%

17

%

Energy and Utilities

7

9

Consumer Products

6

6

Environmental Services

6

6

Distribution

5

4

Media

5

6

Building Materials

4

4

Business Services

4

4

Home and Office Furnishings

4

3

Hotels, Motels, Inns and Gaming

4

4

Aerospace and Defense

3

2

Education

3

3

Insurance

3

4

Personal, Food and Miscellaneous Services

3

4

Printing and Publishing

3

2

Auto Sector

2

6

Beverage, Food and Tobacco

2

3

Chemicals, Plastics and Rubber

2

2

Electronics

2

4

Other Media

2

2

Telecommunications

2

2

Transportation

2

2

Manufacturing / Basic Industries

1

1

Other

2

Total

100

%

100

%

(1)

Excludes investments in PSLF.

PennantPark Senior Loan Fund, LLC

On July 31, 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. 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 March 31, 2021 and September 30, 2020, we and Pantheon owned 60.5% and 39.5%, respectively, and 72.0% and 28.0%, respectively, of each of the outstanding subordinated notes and equity interests in PSLF. As of the same dates, our investment in PSLF consisted of subordinated notes of $64.2 million and $63.0 million, respectively, and equity interests of $40.2 million and $36.3 million, respectively.

As of March 31, 2021 and September 30, 2020 , PSLF had total assets of $ 395.1 million and $361.8 million, respectively. As of March 31, 2021 , PSLF had $63.0 million of unused borrowing capacity under the PSLF Credit Facility (as defined below), subject to leverage and borrowing base restrictions, and cash and cash equivalents of $12.5 million. As of September 30, 2020 , PSLF had $36.5 million of unused borrowing capacity under the PSLF Credit Facility, subject to leverage and borrowing base restrictions, and cash and cash equivalents of $7.5 million.

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 the 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; or (iii) the presence of four members of the Member Designees’ Committee, provided that two individuals are present that were elected, designated or appointed by each of us and Pantheon.

Additionally, PSLF has entered into a $275.0 million (increased from $250.0 million on November 6, 2020) senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 260 basis points, or the PSLF Credit Facility, with BNP Paribas through its wholly-owned subsidiary, or PSLF Subsidiary, subject to leverage and borrowing base restrictions.

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

March 31, 2021

September 30, 2020

Total investments

$

381,654,953

$

353,366,358

Weighted average yield on debt investments

7.3

%

7.3

%

Number of portfolio companies in PSLF

40

37

Largest portfolio company investment

$

16,188,243

$

18,411,916

Total of five largest portfolio company investments

$

75,352,184

$

77,896,431


20


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

Below is a listing of PSLF’s individual investments as of March 31, 2021:

Issuer Name

Maturity

Industry

Current

Coupon

Basis Point

Spread Above

Index (1)

Par

Cost

Fair Value (2)

First Lien Secured Debt—573.8%

Altamira Technologies, LLC

07/24/2025

Aerospace and Defense

8.00

%

3M L+700

946,231

$

935,343

$

910,747

American Insulated Glass, LLC

12/21/2023

Building Materials

6.50

%

3M L+550

14,700,175

14,525,350

14,553,173

Apex Service Partners, LLC

07/31/2025

Personal, Food and Miscellaneous Services

6.25

%

1M L+525

6,569,222

6,513,036

6,569,222

Apex Service Partners, LLC Term Loan B

07/31/2025

Personal, Food and Miscellaneous Services

6.50

%

1M L+550

2,887,307

2,849,444

2,887,307

Apex Service Partners, LLC Term Loan B (3)

07/31/2021

Personal, Food and Miscellaneous Services

505,870

Bazaarvoice, Inc.

02/01/2024

Printing and Publishing

6.75

%

1M L+575

14,554,206

14,453,043

14,554,206

Bottom Line Systems, LLC

02/13/2023

Healthcare, Education and Childcare

6.25

%

1M L+550

13,729,432

13,654,333

13,729,432

Datalot Inc.

01/24/2025

Insurance

6.25

%

3M L+525

7,081,132

6,969,481

7,081,132

DRS Holdings III, Inc.

11/03/2025

Consumer Products

6.75

%

1M L+575

13,496,389

13,392,116

13,631,353

ECL Entertainment, LLC

04/01/2028

Hotels, Motels, Inns and Gaming

8.25

%

1M L+750

4,615,385

4,569,231

4,615,385

ECM Industries, LLC

12/23/2025

Electronics

5.50

%

1M L+450

2,826,993

2,802,723

2,812,858

Global Holdings InterCo LLC

03/16/2026

Banking, Finance, Insurance & Real Estate

7.00

%

3M L+600

7,500,000

7,387,731

7,481,250

Holdco Sands Intermediate, LLC

12/19/2025

Aerospace and Defense

7.50

%

3M L+600

12,132,143

11,981,532

11,950,161

HW Holdco, LLC

12/10/2024

Media

5.50

%

3M L+450

14,662,500

14,562,909

14,369,249

IMIA Holdings, Inc.

10/26/2025

Aerospace and Defense

7.00

%

3M L+600

5,545,103

5,518,102

5,545,103

Integrity Marketing Acquisition, LLC

08/27/2025

Insurance

6.75

%

3M L+575

7,907,956

7,835,094

7,789,337

Juniper Landscaping of Florida, LLC

12/22/2021

Personal, Food and Miscellaneous Services

6.50

%

3M L+550

10,000,000

10,000,000

10,000,000

K2 Pure Solutions NoCal, L.P.

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

14,662,500

14,531,185

14,350,188

Kentucky Downs, LLC

03/07/2025

Hotels, Motels, Inns and Gaming

10.00

%

1M L+900

10,205,877

10,044,256

10,843,744

LAV Gear Holdings, Inc.

10/31/2024

Leisure, Amusement, Motion Pictures, Entertainment

8.50

%

3M L+750

2,066,695

2,052,119

1,915,413

Lightspeed Buyer Inc.

02/03/2026

Healthcare, Education and Childcare

6.50

%

1M L+550

12,534,901

12,318,777

12,346,877

Lombart Brothers, Inc.

04/13/2023

Healthcare, Education and Childcare

9.25

%

1M L+825

16,862,753

16,747,224

16,188,243

MAG DS Corp.

04/01/2027

Aerospace and Defense

6.50

%

1M L+550

5,970,000

5,690,193

5,850,600

MeritDirect, LLC

05/23/2024

Media

6.50

%

3M L+550

13,738,046

13,600,767

13,428,940

PlayPower, Inc.

05/08/2026

Consumer Products

5.70

%

3M L+550

4,004,520

3,972,682

3,949,458

Radius Aerospace, Inc.

03/31/2025

Aerospace and Defense

6.75

%

3M L+575

13,709,619

13,557,021

13,435,427

Research Now Group, Inc. and Survey

Sampling International LLC

12/20/2024

Business Services

6.50

%

3M L+550

14,770,992

14,665,291

14,597,433

Riverpoint Medical, LLC

06/20/2025

Healthcare, Education and Childcare

5.50

%

3M L+450

1,965,000

1,950,151

1,953,014

Sales Benchmark Index LLC

01/03/2025

Business Services

7.75

%

3M L+600

7,847,561

7,723,814

7,317,850

Sargent & Greenleaf Inc.

12/20/2024

Electronics

7.00

%

1M L+550

5,379,340

5,318,630

5,379,340

Signature Systems Holding Company

05/03/2024

Chemicals, Plastics and Rubber

7.50

%

3M L+650

13,875,000

13,748,286

13,701,562

Solutionreach, Inc.

01/17/2024

Communications

6.75

%

3M L+575

12,464,523

12,309,758

12,464,523

STV Group Incorporated

12/11/2026

Transportation

5.36

%

1M L+525

12,162,305

12,058,444

11,615,001

TeleGuam Holdings, LLC

11/20/2025

Telecommunications

5.50

%

1M L+450

4,877,809

4,836,844

4,829,030

Teneo Holdings LLC

07/18/2025

Financial Services

6.25

%

1M L+525

7,442,222

7,182,469

7,421,756

TPC Canada Parent, Inc. and TPC US Parent, LLC

11/24/2025

Food

6.25

%

3M L+525

5,621,612

5,565,396

5,452,963

TVC Enterprises, LLC

03/26/2026

Transportation

6.75

%

1M L+575

12,837,421

12,681,035

12,709,047

TWS Acquisition Corporation

06/16/2025

Education

7.25

%

1M L+625

9,647,753

9,497,821

9,647,753

UBEO, LLC

04/03/2024

Printing and Publishing

5.50

%

3M L+450

4,734,322

4,700,190

4,677,303

Vision Purchaser Corporation

06/10/2025

Media

7.75

%

1M L+675

14,321,451

14,102,097

13,748,593

Wheel Pros, Inc.

11/10/2027

Automotive

6.25

%

1M L+625

3,990,000

3,970,083

3,972,564

Whitney, Bradley & Brown, Inc.

10/18/2022

Aerospace and Defense

8.50

%

1M L+750

13,815,260

13,691,368

13,953,413

Wildcat Buyerco, Inc.

02/27/2026

Electronics

6.25

%

3M L+525

7,462,312

7,392,228

7,425,003

Total First Lien Secured Debt

381,857,597

381,654,953

Cash and Cash Equivalents—18.9%

BlackRock Federal FD Institutional 30

9,916,869

9,916,869

US Bank Cash

2,623,145

2,623,145

Total Cash and Cash Equivalents

12,540,014

12,540,014

Total Investments and Cash Equivalents—592.7%

$

394,397,611

$

394,194,967

Liabilities in Excess of Other Assets—(492.7)%

(327,683,744

)

Members' Equity—100.0%

$

66,511,223

(1)

Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

(2)

Valued based on PSLF’s accounting policy.

(3)

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.


21


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

Below is a listing of PSLF’s individual investments as of September 30, 2020:

Issuer Name

Maturity

Industry

Current

Coupon

Basis Point

Spread Above

Index (1)

Par

Cost

Fair Value (2)

First Lien Secured Debt—701.6%

Advantage Sales & Marketing

07/23/2021

Grocery

4.25

%

1M L+325

8,627,315

$

8,418,699

$

8,456,926

Altamira Technologies, LLC

07/24/2025

Aerospace and Defense

7.00

%

3M L+600

971,231

958,950

937,238

American Insulated Glass, LLC

12/21/2023

Building Materials

6.50

%

3M L+550

14,775,105

14,571,097

14,479,603

Apex Service Partners, LLC

07/31/2025

Personal, Food and Miscellaneous Services

6.25

%

1M L+525

6,607,449

6,546,594

6,409,225

Bazaarvoice, Inc.

02/01/2024

Printing and Publishing

6.75

%

1M L+575

14,628,085

14,509,210

14,408,664

Bottom Line Systems, LLC

02/13/2023

Healthcare, Education and Childcare

6.25

%

1M L+550

15,000,000

14,895,515

14,683,499

Cano Health, LLC

06/02/2025

Healthcare, Education and Childcare

8.50

%

1M L+750

18,274,854

18,174,687

18,411,916

Datalot Inc.

01/24/2025

Insurance

6.25

%

3M L+525

7,116,895

6,991,975

7,125,435

DRS Holdings III, Inc.

11/03/2025

Consumer Products

6.75

%

1M L+575

13,564,726

13,448,313

13,316,490

ECM Industries, LLC

12/23/2025

Electronics

5.50

%

1M L+450

2,873,184

2,846,226

2,858,818

Holdco Sands Intermediate, LLC

12/19/2025

Aerospace and Defense

7.50

%

3M L+600

12,193,571

12,028,384

11,888,732

HW Holdco, LLC

12/10/2024

Media

5.50

%

3M L+450

14,737,500

14,619,623

14,295,375

Integrity Marketing Acquisition, LLC

08/27/2025

Insurance

6.50

%

3M L+550

447,833

444,755

443,354

K2 Pure Solutions NoCal, L.P.

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

14,737,500

14,583,983

14,413,275

Kentucky Downs, LLC

03/07/2025

Hotels, Motels, Inns and Gaming

9.50

%

1M L+850

10,153,350

9,978,792

10,001,050

LAV Gear Holdings, Inc.

10/31/2024

Leisure, Amusement, Motion Pictures, Entertainment

8.50

%

3M L+750

2,015,428

1,998,623

1,856,411

Lightspeed Buyer Inc.

02/03/2026

Healthcare, Education and Childcare

6.25

%

1M L+525

12,598,209

12,365,207

12,440,731

Lombart Brothers, Inc.

04/13/2023

Healthcare, Education and Childcare

7.25

%

1M L+625

16,914,403

16,770,520

15,882,625

MAG DS Corp.

04/01/2027

Aerospace and Defense

6.50

%

1M L+550

6,000,000

5,700,000

5,707,500

MeritDirect, LLC

05/23/2024

Media

6.50

%

3M L+550

14,076,563

13,914,921

13,407,926

PlayPower, Inc.

05/08/2026

Consumer Products

5.72

%

3M L+550

4,025,520

3,990,631

3,824,244

Radius Aerospace, Inc.

03/31/2025

Aerospace and Defense

6.75

%

3M L+575

13,779,429

13,608,176

13,503,840

Research Now Group, Inc. and Survey

Sampling International LLC

12/20/2024

Business Services

6.50

%

3M L+550

14,847,328

14,728,854

14,023,302

Riverpoint Medical, LLC

06/20/2025

Healthcare, Education and Childcare

5.50

%

3M L+450

1,975,000

1,958,417

1,905,678

Sales Benchmark Index LLC

01/03/2025

Business Services

7.75

%

3M L+600

7,887,195

7,748,712

7,697,903

Sargent & Greenleaf Inc.

12/20/2024

Electronics

7.00

%

1M L+550

5,448,483

5,378,893

5,350,411

Signature Systems Holding Company

05/03/2024

Chemicals, Plastics and Rubber

7.50

%

3M L+650

14,250,000

14,096,623

13,786,875

Solutionreach, Inc.

01/17/2024

Communications

6.75

%

3M L+575

12,531,123

12,351,398

12,393,282

STV Group Incorporated

12/11/2026

Transportation

5.40

%

1M L+525

12,351,980

12,238,771

12,228,460

TeleGuam Holdings, LLC

11/20/2025

Telecommunications

5.50

%

1M L+450

5,080,832

5,034,725

4,928,407

Teneo Holdings LLC

07/18/2025

Financial Services

6.25

%

1M L+525

1,980,000

1,874,970

1,905,750

TPC Canada Parent, Inc. and TPC US Parent, LLC

11/24/2025

Food

6.25

%

3M L+525

5,650,076

5,593,575

5,480,573

TVC Enterprises, LLC

01/18/2024

Transportation

6.50

%

1M L+550

14,547,897

14,343,185

14,438,788

TWS Acquisition Corporation

06/16/2025

Education

7.25

%

1M L+625

8,644,186

8,469,082

8,471,302

UBEO, LLC

04/03/2024

Printing and Publishing

5.50

%

3M L+450

4,738,102

4,700,032

4,453,816

Vision Purchaser Corporation

06/10/2025

Media

7.25

%

1M L+625

14,358,203

14,112,113

13,496,711

Whitney, Bradley & Brown, Inc.

10/18/2022

Aerospace and Defense

8.50

%

1M L+750

14,194,162

14,029,177

14,052,223

Total First Lien Secured Debt

358,023,408

353,366,358

Cash and Cash Equivalents—15.0%

BlackRock Federal FD Institutional 30

7,353,307

7,353,307

US Bank Cash

183,412

183,412

Total Cash and Cash Equivalents

7,536,719

7,536,719

Total Investments and Cash Equivalents—716.6%

$

365,560,127

$

360,903,077

Liabilities in Excess of Other Assets—(616.6)%

(310,538,386

)

Members' Equity—100.0%

$

50,364,691

(1)

Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

(2)

Valued based on PSLF’s accounting policy.


22


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

Below is the financial information for PSLF:

Statements of Assets and Liabilities

March 31, 2021

September 30, 2020

Assets

Investments at fair value (cost—$381,857,597 and $358,023,408, respectively)

$

381,654,953

$

353,366,358

Cash and cash equivalents (cost—$12,540,014 and $7,536,719, respectively)

12,540,014

7,536,719

Interest receivable

912,621

877,008

Total assets

395,107,588

361,780,085

Liabilities

Distribution payable

2,400,000

1,393,716

Payable for investments purchased

4,569,231

5,700,000

Credit facility payable

212,000,000

213,500,000

Notes payable to members

106,040,612

87,500,000

Interest payable on credit facility

1,477,458

1,649,852

Interest payable on members notes

1,590,609

1,356,250

Accrued other expenses

518,455

315,576

Total liabilities

328,596,365

311,415,394

Commitments and contingencies (1)

Members' equity

66,511,223

50,364,691

Total liabilities and members' equity

$

395,107,588

$

361,780,085

(1)

As of March 31, 2021 and September 30, 2020, PSLF had unfunded commitments to fund investments of $0.5 million and zero, respectively.

Statements of Operations (1)

Three Months Ended March 31,

Six Months Ended March 31,

2021

2021

Investment income:

Interest

$

6,695,820

$

13,257,816

Other income

289,777

726,734

Total investment income

6,985,597

13,984,550

Expenses:

Interest and expenses on credit facility

1,497,604

3,249,951

Interest expense on members notes

2,381,279

4,683,188

Administrative services expenses

292,965

585,930

Other general and administrative expenses (2)

111,648

223,296

Total expenses

4,283,496

8,742,365

Net investment income

2,702,101

5,242,185

Realized and unrealized gain on investments:

Net realized gain on investments

464,337

Net change in unrealized appreciation on investments

1,744,154

4,454,406

Net realized and unrealized gain from investments

1,744,154

4,918,743

Net increase in members' equity resulting from operations

$

4,446,255

$

10,160,928

(1)

PSLF commenced operations on July 31, 2020.

(2)

No management or incentive fees are payable by PSLF. If any fees were to be charged, they would be separately disclosed in the Statement of Operations.

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

F a i r v a l u e , a s d e f i n e d u n d e r ASC 820, i s t h e pr i c e t h a t we wou l d r e c e i ve upon s e l l i ng a n i n v e s t m e n t or p a y t o t r a nsf e r a l i a b i l i t y i n a n o rd e r l y t r a ns a c t i on t o a m a rk e t p a r t i c i p a nt i n t he pr i n c i p a l o r m ost a d v a n t a g e ous m a rk e t f or t he i nv e s t m e nt or l i a b i l i t y. ASC 820 e m ph a s i z e s t h a t v a l u a t i on t e c hn i q u e s m a x i m i z e t he use of o bs e rv a b l e m a rk e t i npu t s a nd m i n i m i z e t he u s e of u nobs e r v a b l e i n p u t s. Inp u t s r e f e r b ro a d l y t o t he a ssu m p ti o ns t h a t m a r k e t p a r t i c i p a n t s wo u l d use i n pr i c i ng a n a ss e t or l i a b i l it y , i n c l u d i ng a ssu m p t i ons a bo u t r i s k . Inpu t s m a y be obs e rv a b l e or un o bs e rv a b l e . Obs e rv a b l e i n pu t s r e f l e c t t he a ssu m p ti o ns m a r k e t p a r t i c i p a n t s wou l d use i n pr i c i ng a n a s s e t or l i a b i l i t y b a s e d on m a rk e t d a t a ob t a i n e d fr o m sour c e s i nd e p e n d e nt o f us. Un o bs e rv a b l e i npu t s r e f l e c t t he a s su m p t i ons m a rk e t p a r t i c i p a n t s wou l d use i n pr i ci n g a n a ss e t or l ia b i l it y b a s e d on t he b e st i n f or m a t i on a v a i l a b l e t o us on t he r e por t i ng period d a t e.

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 Facilities 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.

23


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

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 and our Credit Facilities, 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 our 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 Facilities 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:

Asset Category

Fair Value at March 31, 2021

Valuation Technique

Unobservable Input

Range of Input

(Weighted Average) (1)

First lien

$

63,582,553

Market Comparable

Broker/Dealer bids or quotes

N/A

First lien

379,871,382

Market Comparable

Market Yield

5.9% – 14.6% (8.6%)

Second lien

24,087,500

Market Comparable

Broker/Dealer bids or quotes

N/A

Second lien

160,152,793

Market Comparable

Market Yield

9.3% –11.5% (10.3%)

Second lien

10,318,353

Enterprise Market Value

EBITDA multiple

5.9x

Subordinated debt / corporate notes

118,162,521

Market Comparable

Market Yield

9.7% – 16.4% (12.3%)

Equity

284,023,992

Enterprise Market Value

EBITDA multiple

4.0x – 40.3x (12.5x)

Equity

72,968,079

Enterprise Market Value

DLOM

5.7%

Equity

19,539,097

Market Comparable

Market Yield

19.6%

Total Level 3 investments

$

1,132,706,270

Truist Credit Facility

$

372,867,465

Market Comparable

Market Yield

2.5%

(1)

The weighted averages disclosed in the table above were weighted by their relative fair value.

Asset Category

Fair value at

September 30, 2020

Valuation Technique

Unobservable Input

Range of Input

(Weighted Average) (1)

First lien

$

38,794,224

Market Comparable

Broker/Dealer bids or quotes

N/A

First lien

400,218,858

Market Comparable

Market Yield

6.4% – 15.0% (9.0%)

Second lien

202,060,703

Market Comparable

Market Yield

8.4% – 11.0% (10.0%)

Second lien

18,782,777

Enterprise Market Value

EBITDA multiple

8.5x

Subordinated debt / corporate notes

113,569,409

Market Comparable

Market Yield

9.4% – 16.1% (12.0%)

Equity

253,101,893

Enterprise Market Value

EBITDA multiple

4.6x – 22.0x (11.4x)

Equity

17,652,053

Market Comparable

Market Yield

19.1%

Total Level 3 investments

$

1,044,179,917

Truist Credit Facility

$

368,701,972

Market Comparable

Market Yield

3.8%

(1)

The weighted averages disclosed in the table above were weighted by their relative fair value.

24


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

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

Fair Value at March 31, 2021

Description

Fair Value

Level 1

Level 2

Level 3

Measured at Net Asset Value (1)

Debt investments

$

756,175,102

$

$

$

756,175,102

$

Equity investments

419,062,441

2,291,983

376,531,168

40,239,290

Total investments

1,175,237,543

2,291,983

1,132,706,270

40,239,290

Cash and cash equivalents

33,855,496

33,855,496

Total investments and cash and cash equivalents

$

1,209,093,039

$

36,147,479

$

$

1,132,706,270

$

40,239,290

Truist Credit Facility

$

372,867,465

$

$

$

372,867,465

$

SBA Debentures ( 2)

106,128,698

106,128,698

2024 Notes ( 2)

88,630,500

88,630,500

Total debt

$

567,626,663

$

88,630,500

$

$

478,996,163

$

Fair Value at September 30, 2020

Description

Fair Value

Level 1

Level 2

Level 3

Measured at Net Asset Value (1)

Debt investments

$

773,425,971

$

$

$

773,425,971

$

Equity investments

308,345,447

1,328,924

270,753,946

36,262,577

Total investments

1,081,771,418

1,328,924

1,044,179,917

36,262,577

Cash and cash equivalents

25,806,002

25,806,002

Total investments and cash and cash equivalents

$

1,107,577,420

$

27,134,926

$

$

1,044,179,917

$

36,262,577

Truist Credit Facility

$

368,701,972

$

$

$

368,701,972

SBA Debentures ( 2)

115,772,677

115,772,677

2024 Notes ( 2)

83,837,560

83,837,560

Total debt

$

568,312,209

$

$

83,837,560

$

484,474,649

$

(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, have not been classified in the fair value hierarchy.

(2)

We elected not to apply ASC 825-10, Financial Instruments, or ASC 825-10 to the SBA debentures or the 2024 Notes and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying value. As of March 31, 2021 and September 30, 2020, the carrying value of the SBA debentures approximates the fair value. As of September 30, 2020, the carrying value of the 2024 Notes approximates the fair value.

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

Six Months Ended March 31, 2021

Description

Debt

investments

Equity

investments

Totals

Beginning Balance

$

773,425,971

$

270,753,946

$

1,044,179,917

Net realized (loss) gain

(19,628,905

)

2,305,899

(17,323,006

)

Net change in unrealized appreciation

30,411,528

91,986,003

122,397,531

Purchases, PIK interest, net discount accretion and non-cash exchanges

129,950,316

21,086,944

151,037,260

Sales, repayments and non-cash exchanges

(157,983,808

)

(9,601,624

)

(167,585,432

)

Transfers in/out of Level 3

Ending Balance

$

756,175,102

$

376,531,168

$

1,132,706,270

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

$

30,710,119

$

92,809,599

$

123,519,718

Six Months Ended March 31, 2020

Description

Debt

investments

Equity

investments

Totals

Beginning Balance

$

1,025,779,134

$

192,859,082

$

1,218,638,216

Net realized gain (loss)

1,516,979

(12,127,225

)

(10,610,246

)

Net change in unrealized depreciation

(35,303,152

)

(60,374,875

)

(95,678,027

)

Purchases, PIK interest, net discount accretion and non-cash exchanges

196,332,806

91,465,096

287,797,902

Sales, repayments and non-cash exchanges

(47,072,297

)

(462,905

)

(47,535,202

)

Transfers in/out of Level 3

Ending Balance

$

1,141,253,470

$

211,359,173

$

1,352,612,643

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

$

(35,303,154

)

$

(69,768,488

)

$

(105,071,642

)

25


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

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

Six Months Ended March 31,

Credit Facilities

2021

2020

Beginning Balance (cost – $380,252,000 and $472,636,000, respectively)

$

360,701,972

$

465,390,214

Net change in unrealized depreciation included in earnings

16,872,593

(46,374,784

)

Borrowings (1)

49,564,132

267,000,000

Repayments (1)

(77,271,232

)

(53,000,000

)

Transfers in and/or out of Level 3

Ending Balance (cost – $352,544,900 and $686,636,000, respectively)

$

349,867,465

$

633,015,430

Temporary draws outstanding, at cost

23,000,000

Ending Balance (cost – $375,544,900 and $686,636,000, respectively)

$

372,867,465

$

633,015,430

(1)

Excludes temporary draws.

As of March 31, 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:

Foreign Currency

Amount Borrowed

Borrowing Cost

Current Value

Reset Date

Change in Fair Value

British Pound

£

29,000,000

$

40,044,900

$

40,011,300

June 18, 2021

$

(33,600

)

As of September 30, 2020, 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:

Foreign Currency

Amount Borrowed

Borrowing Cost

Current Value

Reset Date

Change in Fair Value

British Pound

£

28,000,000

$

38,752,000

$

36,198,400

December 18, 2020

$

(2,553,600

)

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 Facilities. We elected to use the fair value option for the Credit Facilities 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 Facilities during the three and six months ended March 31, 2021 and 2020 . 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 Facilities are 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 and the SBA debentures.

For the three and six months ended March 31, 2021, the Truist Credit Facility had a net change in unrealized appreciation of $3.8 million and $16.9 million, respectively. For the three and six months ended March 31, 2020, our Credit Facilities had a net change in unrealized depreciation of $48.9 million and $46.4 million, respectively. As of March 31, 2021 and September 30, 2020, the net unrealized depreciation on the Truist Credit Facility totaled $2.7 million and $19.6 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of our Credit Facilities 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 25% or less of its voting securities and a controlled affiliate when we own more than 25% of its voting securities. Transactions related to our funded investments with both controlled and non-controlled affiliates for the six months ended March 31, 2021 were as follows:

Name of Investment

Fair Value at

September 30, 2020

Gross

Additions ( 1)

Gross

Reductions

Net Change in

Appreciation /

(Depreciation)

Fair Value at

March 31, 2021

Interest

Income

PIK

Income

Dividend Income

Net Realized

Gains

(Losses)

Controlled Affiliates

AKW Holdings Limited

$

37,772,115

$

2,014,175

$

$

4,908,064

$

44,694,354

$

1,493,275

$

$

$

PennantPark Senior Loan Fund, LLC *

99,262,577

1,826,218

3,305,066

104,393,861

2,910,085

2,973,000

PT Networks, LLC

91,384,649

3,050,205

8,838,150

103,273,004

50,675

3,004,494

RAM Energy LLC

89,923,518

(12,240,168

)

77,683,350

Total Controlled Affiliates

$

318,342,859

$

6,890,598

$

$

4,811,112

$

330,044,569

$

4,454,035

$

3,004,494

$

2,973,000

$

Non-Controlled Affiliates

ETX Energy, LLC

$

5,055,851

$

$

$

(5,055,851

)

$

$

$

$

$

Mailsouth Inc. (2)

18,782,777

10,318,353

(19,708,359

)

18,825,679

28,218,450

456,998

(19,708,359

)

MidOcean JF Holdings

Corp.

22,698,042

20,488,156

43,186,198

Total Non-Controlled

Affiliates

$

46,536,670

$

10,318,353

$

(19,708,359

)

$

34,257,984

$

71,404,648

$

$

456,998

$

$

(19,708,359

)

Total Controlled and

Non-Controlled Affiliates

$

364,879,529

$

17,208,951

$

(19,708,359

)

$

39,069,096

$

401,449,217

$

4,454,035

$

3,461,492

$

2,973,000

$

(19,708,359

)

26


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

(1)

Includes PIK.

(2)

Mailsouth Inc. became a non-controlled affiliate during the quarter ended December 31, 2020.

We and Pantheon are the members of PSLF, a joint venture formed as a Delaware limited liability company that is not consolidated by us for financial reporting purposes. The members of PSLF make investments in the PSLF in the form of subordinated debt and equity interests, and all portfolio and other material decisions regarding PSLF must be submitted to PSLF’s four-person Member Designees’ Committee, which is comprised of two members appointed by each of us and Pantheon. Because management of PSLF is shared equally between us and Pantheon, we do not believe we control PSLF for purposes of the 1940 Act or otherwise.

7. C H AN G E I N N ET ASS ETS F R O M O P E RA T I O N S P ER C OM M O N S H ARE

The fol l o w i n g inform a t i on s e t s f o r t h t he c omput a t i on of b a s ic a nd di l ut e d per s hare net i ncr e a s e i n net a ss e ts re s u lt ing from oper a t i o n s :

Three Months Ended March 31,

Six Months Ended March 31,

2021

2020

2021

2020

Numerator for net increase (decrease) in net assets resulting from operations

$

38,495,118

$

(60,292,703

)

$

109,628,869

$

(41,090,193

)

Denominator for basic and diluted weighted average shares

67,045,105

67,045,105

67,045,105

67,045,105

Basic and diluted net increase (decrease) in net assets per share resulting from operations

$

0.57

$

(0.90

)

$

1.64

$

(0.61

)

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 Truist 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. A s o f March 31, 2021 and September 30, 2020, cash and cash equivalents consisted of money market funds in the amounts of 33.9 million and $25.8 million at fair value, respectively.

9. FINANCIAL HIGHLIGHTS

B e lo w a r e t h e f i n a n c i a l h ig h l i gh ts:

Six Months Ended March 31,

2021

2020

Per Share Data:

Net asset value, beginning of period

$

7.84

$

8.68

Net investment income (1)

0.25

0.31

Net realized and change in unrealized gain (loss) (1)

1.39

(0.92

)

Net increase (decrease) in net assets resulting from operations (1)

1.64

(0.61

)

Distributions to stockholders (1), (2)

(0.24

)

(0.36

)

Net asset value, end of period

$

9.24

$

7.71

Per share market value, end of period

$

5.65

$

2.59

Total return* (3)

85.65

%

(56.33

)%

Shares outstanding at end of period

67,045,105

67,045,105

Ratios**/ Supplemental Data:

Ratio of operating expenses to average net assets (4)

3.86

%

(8)

5.26

%

Ratio of interest and expenses on debt to average net assets (5)

3.47

%

6.16

%

Ratio of total expenses to average net assets (5)

7.33

%

(8)

11.42

%

Ratio of net investment income to average net assets (5)

5.99

%

7.09

%

Net assets at end of period

$

619,246,895

$

516,679,237

Weighted average debt outstanding (6)

$

569,209,601

$

699,915,641

Weighted average debt per share (1), (6)

$

8.49

$

10.44

Asset coverage per unit (7)

$

2,335

$

1,608

Portfolio turnover ratio

25.88

%

7.14

%

*

Not annualized for periods less than one year.

* *

A n n u a l i ze d f o r p e r i o d s l e ss t h a n on e y ea r .

( 1 )

Based on the weighted average shares outstanding for the respective periods.

( 2 )

The tax status of distributions is calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP, and reported on Form 1099-DIV each calendar year.

( 3 )

B a s e d o n t h e c h a ng e i n m a r k e t p r i c e p e r s h a r e d u r i n g th e p e r i o ds a n d assumes di s t r i b u t i o n s, i f a n y, are reinvested .

(4)

Excludes debt related costs.

(5)

Includes interest and expenses on debt (annualized) as well as Credit Facility amendment and debt issuance costs, if any, (not annualized).

(6)

Includes SBA debentures outstanding.

(7)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by the senior securities representing indebtedness at par (changed from fair value). This asset coverage ratio is multiplied by $1,000 to determine the asset coverage per unit. These amounts exclude SBA debentures from our asset coverage per unit computation pursuant to exemptive relief received from the SEC in June 2011.

(8)

For the six months ended March 31, 2021, the ratio of operating and total expenses before the performance-based incentive fee waiver to average net assets was 3.86% and 7.33%, respectively.

10. DEBT

The annualized weighted average cost of debt for the six months ended March 31, 2021 and 2020, inclusive of the fee on the undrawn commitment under the Truist Credit Facility and amortized upfront fees on SBA debentures and 2024 Notes, was 3.5% and 5.1%, respectively. As of March 31, 2021, 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.

27


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

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 March 31, 2021 and September 30, 2020, our asset coverage ratio, as computed in accordance with the 1940 Act, was 234% and 208%, respectively.

BNP Credit Facility

On February 22, 2019, Funding I closed the BNP Credit Facility for up to $250.0 million (increased to $275.0 million as of November 6, 2020) in borrowings with certain lenders and BNP Paribas, as administrative agent, and The Bank of New York Mellon Trust Company, N.A., as collateral agent. As of July 31, 2020, Funding I is no longer a subsidiary of the Company consolidated in our financial statements and thus the BNP Credit Facility is no longer presented on the Statement of Assets and Liabilities (See Note 4). The BNP Credit Facility is secured by all of the assets of Funding I. Prior to deconsolidation on July 31, 2020, we owned 100% of the equity interest in Funding I and treated the indebtedness of Funding I as our leverage. Our Investment Adviser serves as the servicer to Funding I in connection with the BNP Credit Facility.

Truist Credit Facility

As of March 31, 2021, we had the multi-currency Truist Credit Facility for up to $475.0 million 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 March 31, 2021 and September 30, 2020, we had $375.5 million and $388.3 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 2.5% and 2.5%, respectively, exclusive of the fee on undrawn commitments, as of March 31, 2021 and September 30, 2020. The Truist Credit Facility is a revolving facility with a stated maturity date of September 4, 2024 ($40.0 million of the $475 million commitment will mature May 25, 2022), a one-year term-out period on September 4, 2023 ($40.0 million of the $475 million commitment has a one year term-out period on May 25, 2021) and pricing set at 225 basis points over LIBOR (or an alternative risk-free floating interest rate index). As of March 31, 2021 and September 30, 2020 , we had $99.5 million and $86.7 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 March 31, 2021 , 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 $108.5 million and $118.5 million as of March 31, 2021 and September 30, 2020, 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 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 March 31, 2021 and September 30, 2020, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During both the three and six months ended March 31, 2021, $10.0 million in SBA debentures were repaid. During the three and six months ended March 31, 2020, zero and $16.5 million in SBA debentures were repaid, respectively. As of March 31, 2021 and September 30, 2020, the unamortized fees on the SBA debentures were $2.4 million and $2.7 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:

Issuance Dates

Maturity

Fixed All-in Coupon Rate (1)

As of March 31, 2021

Principal Balance

March 23, 2016

March 1, 2026

2.9

%

$

22,500,000

September 20, 2017

September 1, 2027

2.9

27,500,000

March 21, 2018

March 1, 2028

3.5

58,500,000

Weighted Average Rate / Total

3.2

%

$

108,500,000

Issuance Dates

Maturity

Fixed All-in Coupon Rate (1)

As of September 30, 2020

Principal Balance

March 23, 2016

March 1, 2026

2.9

%

$

22,500,000

September 21, 2016

September 1, 2026

2.4

10,000,000

September 20, 2017

September 1, 2027

2.9

27,500,000

March 21, 2018

March 1, 2028

3.5

58,500,000

Weighted Average Rate / Total

3.2

%

$

118,500,000

(1)

Excluding 3.4% of upfront fees.

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 March 31, 2021, SBIC II was in compliance with its regulatory requirements.

2024 Notes

As of both March 31, 2021 and September 30, 2020, we had $86.3 million in aggregate principal amount of 2024 Notes outstanding. Interest on the 2024 Notes is paid quarterly on January 15, April 15, July 15 and October 15, at a rate of 5.50% per year. The 2024 Notes mature on October 15, 2024. The 2024 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2024 Notes are structurally subordinated to our SBA debentures and the assets pledged or secured under our Credit Facilities. The 2024 Notes may be repurchased from time to time in open market purchases and privately-negotiated transactions.

28


PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

MARCH 31, 2021

(Unaudited)

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 March 31, 2021 and September 30, 2020, we had $47.4 million and $37.4 million, respectively, in commitments to fund investments.

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, 2020, 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 10-01(b) of Regulation S-X under the Securities Act, presented below is summarized unaudited financial information for PT Networks, LLC and RAM Energy Holdings LLC for the three and six months ended March 31, 2021 and 2020. Similarly, while PennantPark Senior Loan Fund, LLC did not trigger the requirement to present summarized financial information in accordance with Rule 10-01(b) of Regulation S-X, the Statement of Assets and Liabilities as well as the Statement of Operations for PennantPark Senior Loan Fund, LLC has been included in Note 4.

a)

PT Networks, LLC:

Three Months Ended March 31,

Six Months Ended March 31,

Income Statement (1)

2021

2020

2021

2020

Total revenue

$

61,167

$

52,405

$

120,397

$

109,293

Total expenses

(64,501

)

(60,283

)

(130,338

)

(110,668

)

Net loss

$

(3,334

)

$

(7,878

)

$

(9,941

)

$

(1,375

)

b)

RAM Energy Holdings LLC:

Three Months Ended March 31,

Six Months Ended March 31,

Income Statement (1)

2021

2020

2021

2020

Total revenue

$

21,121

$

18,274

$

27,090

$

25,203

Total expenses

(10,357

)

(12,616

)

(17,697

)

(23,070

)

Net income

$

10,764

$

5,658

$

9,393

$

2,133

(1)

All amounts are in thousands.

13. SUBSEQUENT EVENTS

On April 14, 2021, we entered into an underwriting agreement, or the Underwriting Agreement, by and among the Company, the Adviser, the Administrator and Raymond James & Associates, Inc., Keefe, Bruyette & Woods, Inc. and Truist Securities, Inc., as representatives of the several underwriters named on Schedule A to the Underwriting Agreement, in connection with the issuance and sale of $150.0 million aggregate principal amount of the Company’s 4.5% Notes due 2026, or the 2026 Notes. On April 21, 2021, we closed the transaction and 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 4.5% 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.

29


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 March 31, 2021, and the related consolidated statements of operations and changes in net assets for the three-month and six-month periods ended March 31, 2021 and 2020, and cash flows for the six-month periods ended March 31, 2021 and 2020, 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, 2020, 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 19, 2020, 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, 2020, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ RSM US LLP

New York, New York

May 5, 2021

30


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS O F 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:

our future operating results;

our business prospects and the prospects of our prospective portfolio companies, including as a result of the current pandemic caused by the COVID-19 pandemic or any worsening thereof;

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets, including changes from the impact of the current COVID-19 pandemic or any worsening thereof;

our ability to continue to effectively manage our business due to the significant disruptions caused by the current COVID-19 pandemic or any worsening thereof;

the dependence of our future success on the general economy and its impact on the industries in which we invest;

the impact of a protracted decline in the liquidity of credit markets on our business;

the impact of investments that we expect to make;

the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;

our contractual arrangements and relationships with third parties;

the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

the ability of our prospective portfolio companies to achieve their objectives;

our expected financings and investments;

the adequacy of our cash resources and working capital;

the timing of cash flows, if any, from the operations of our prospective portfolio companies;

the impact of price and volume fluctuations in the stock market;

the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;

the impact of future legislation and regulation on our business and our portfolio companies; and

the impact of the United Kingdom’s withdrawal from the European Union and other world economic and political issues.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. You should not place undue influence on the forward-looking statements as our actual results could differ materially from those projected in the forward-looking statements for any reason, 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.

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

31


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 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 economic recovery in the U.S. and globally and the speed and efficiency of the vaccination process may continue to create stress on the market and could continue to or in the future may affect our portfolio companies. We cannot predict with any level of certainty the full impact of the COVID-19 pandemic, including any worsening thereof or its duration in the United States and globally and any ongoing impact to our business operations or the business operations of our portfolio companies. Depending on the length and magnitude of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies could experience financial distress and possibly default on their financial obligations to us and their other capital providers in the future. These developments could continue to impact the value of our investments in such portfolio companies.

The COVID-19 pandemic, including any worsening thereof, may continue to have an adverse impact on the global economy and result in a period, however long, of global economic slowdown. Particularly, COVID-19 presents material uncertainty and risk with respect to our future performance and financial results as well as the future performance and financial results of our portfolio companies. While we are unable to predict the ultimate adverse effect of 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:

U. S. and global economic slowdowns;

changes in interest rates, including LIBOR;

limited availability of credit, both in the United States and internationally;

disruptions to supply-chains and price volatility;

changes to existing laws and regulations, or the imposition of new laws and regulations; and

uncertainty regarding future governmental and regulatory policies.

The business disruption and financial harm resulting from COVID-19 experienced by 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 the same quarter of the prior year. Although we had no non-accrual assets during the quarter ended March 31, 2021, 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.

Additionally, as of March 31, 2021 and September 30, 2020, our asset coverage ratio, as computed in accordance with the 1940 Act, was 234% and 208%, 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 March 31, 2021, our debt portfolio consisted of 92% 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).  In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced interest rates, which has caused LIBOR to decrease. 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 continue to work remotely. 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.

32


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. 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:

the cost of calculating our net asset value, including the cost of any third-party valuation services;

the cost of effecting sales and repurchases of shares of our common stock and other securities;

fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence and reviews of prospective investments or complementary businesses;

expenses incurred by the Investment Adviser in performing due diligence and reviews of investments;

transfer agent and custodial fees;

fees and expenses associated with marketing efforts;

federal and state registration fees and any exchange listing fees;

federal, state, local and foreign taxes;

independent directors’ fees and expenses;

brokerage commissions;

fidelity bond, directors and officers, errors and omissions liability insurance and other insurance premiums;

direct costs such as printing, mailing, long distance telephone and staff;

fees and expenses associated with independent audits and outside legal costs;

costs associated with our reporting and compliance obligations under the 1940 Act, the 1958 Act and applicable federal and state securities laws; and

all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under our Administration Agreement that will be based upon our allocable portion of overhead, and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer and their respective staffs.

Generally, during periods of asset growth, we expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.

PORTFOLIO AND INVESTMENT ACTIVITY

As of March 31, 2021, our portfolio totaled $1,175.2 million, which consisted of $443.5 million of first lien secured debt, $194.6 million of second lien secured debt, $118.2 million of subordinated debt (including $64.2 million in PSLF) and $419.0 million of preferred and common equity (including $40.2 million in PSLF). Our debt portfolio consisted of 92% variable-rate investments. As of March 31, 2021, we did not have any portfolio companies on non-accrual. Overall, the portfolio had net unrealized appreciation of $42.9 million as of March 31, 2021. Our overall portfolio consisted of 83 companies with an average investment size of $14.2 million, had a weighted average yield on interest bearing debt investments of 9.3% and was invested 38% in first lien secured debt, 16% in second lien secured debt, 10 % in subordinated debt (including 5% in PSLF) and 36% in preferred and common equity (including 3% in PSLF). As of March 31, 2021, all of the investments held by PSLF were first lien secured debt.

As of September 30, 2020, our portfolio totaled $1,081.8 million , which consisted of $439.0 million of first lien secured debt, $220.8 million of second lien secured debt, $113.6 million of subordinated debt (including $63.0 million in PSLF) and $308.3 million of preferred and common equity (including $36.3 million in PSLF). Our debt portfolio consisted of 93% variable-rate investments. As of September 30, 2020, we had two portfolio companies on non-accrual, representing 4.9% and 3.4% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $83.8 million as of September 30, 2020. Our overall portfolio consisted of 80 companies with an average investment size of $13.5 million, had a weighted average yield on interest bearing debt investments of 8.9% and was invested 41% in first lien secured debt, 20% in second lien secured debt, 10% in subordinated debt (including 6% in PSLF) and 29% in preferred and common equity (including 3% in PSLF). As of September 30, 2020 , all of the investments held by PSLF were first lien secured debt.

For the three months ended March 31, 2021, we invested $74.8 million in three new and eight existing portfolio companies with a weighted average yield on debt investments of 7.9%. Sales and repayments of investments for the three months ended March 31, 2021 totaled $65.0 million. For the six months ended March 31, 2021, we invested $143.0 million in seven new and 23 existing portfolio companies with a weighted average yield on debt investments of 8.8%. Sales and repayments of investments for the six months ended March 31, 2021 totaled $167.6 million.

For the three months ended March 31, 2020, we invested $106.8 million in eight new and 24 existing portfolio companies with a weighted average yield on debt investments of 8.2%. Sales and repayments of investments for the three months ended March 31, 2020 totaled $16.4 million. For the six months ended March 31, 2020, we invested $280.5 million in 21 new and 39 existing portfolio companies with a weighted average yield on debt investments of 8.6%. Sales and repayments of investments for the six months ended March 31, 2020 totaled $47.5 million.

33


PennantPark Senior Loan Fund, LLC

As of March 31, 2021 , PSLF’s portfolio totaled $381.7 million, consisted of 40 companies with an average investment size of $9.5 million and had a weighted average yield on debt investments of 7.3%.

As of September 30, 2020 , PSLF’s portfolio totaled $353.4 million, consisted of 37 companies with an average investment size of $9.6 million and had a weighted average yield on debt investments of 7.3%.

For the three months ended March 31, 2021 , PSLF invested $32.5 million (of which $15.5 million was purchased from the Company ) in four new and two existing portfolio companies with a weighted average yield on debt investments of 8.0%. PSLF’s sales and repayments of investments for the same period totaled $4.9 million. For the six months ended March 31, 2021, PSLF invested $63.3 million (of which $37.8 million was purchased from the Company ) in six new and six existing portfolio companies with a weighted average yield on debt investments of 7.5%. PSLF’s sales and repayments of investments for the same period totaled $40.7 million.

CRITICAL ACCOUNTING POLICIES

The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions, 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.

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:

(1)

Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser responsible for the portfolio investment;

(2)

Preliminary valuation conclusions are then documented and discussed with the management of the Investment Adviser;

(3)

Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management’s preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker;

(4)

The audit committee of our board of directors reviews the preliminary valuations of the Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and

(5)

Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the respective independent valuation firms and the audit committee.

Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If 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.

34


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 Facilities 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.

In addition to using the above inputs to value cash equivalents, investments, our SBA debentures, our 2024 Notes and our Credit Facilities, 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 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 Facilities. We elected to use the fair value option for the Credit Facilities 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 Facilities during for both the three and six months ended March 31, 2021 and 2020. 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 Facilities are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the 2024 Notes and the SBA debentures.

For the three and six months ended March 31, 2021, the Truist Credit Facility had a net change in unrealized appreciation of $3.8 million and $16.9 million, respectively. For the three and six months ended March 31, 2020, our Credit Facilities had a net change in unrealized depreciation of $48.9 million and $46.4 million, respectively. As of March 31, 2021 and September 30, 2020, the net unrealized depreciation on the Truist Credit Facility totaled $2.7 million and $19.6 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of our Credit Facilities in a manner consistent with the valuation process that our 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 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.

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 Facilities during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Foreign Currency Translation

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

1.

Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and

2.

Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.

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.

35


Federal Income Taxes

We have elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.

Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible 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 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.

We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiaries, which are subject to tax as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.

RESULTS OF OPERATIONS

Set forth below are the results of operations for the three and six months ended March 31, 2021 and 2020.

Investment Income

Investment income for the three and six months ended March 31, 2021 was $19.2 million and $38.0 million, respectively, which was attributable to $10.9 million and $22.1 million from first lien secured debt, $5.8 million and $10.6 million from second lien secured debt, $1.7 million and $3.4 million from subordinated debt and $0.9 million and $1.9 million from preferred and common equity, respectively. This compares to investment income for the three and six months ended March 31, 2020 of $27.5 million and $53.5 million, respectively, and was attributable to $17.5 million and $33.5 million from first lien secured debt, $7.7 million and $15.4 million from second lien secured debt and $2.3 million and $4.6 million from subordinated debt, respectively. The decrease in investment income compared to the same periods in the prior year was primarily due to decreases in the size of our debt portfolio and LIBOR.

Expenses

Expenses for the three and six months ended March 31, 2021 totaled $10.5 million and $20.9 million, respectively. Base management fee for the same periods totaled $4.3 million and $8.4 million, debt related interest and expenses totaled $4.9 million and $9.9 million, general and administrative expenses totaled $1.1 million and $2.3 million and provision for taxes totaled $0.2 million and $0.3 million, respectively. This compares to net expenses for the three and six months ended March 31, 2020, which totaled $17.2 million and $33.0 million, respectively. Base management fee for the same periods totaled $4.9 million and $9.6 million, incentive fee totaled $1.9 million and $2.7 million, debt related interest and expenses totaled $9.0 million and $17.8 million, general and administrative expenses totaled $1.2 million and $2.3 million and provision for taxes totaled $0.3 million and $0.6 million, respectively. The decrease in expenses for the three and six months ended March 31, 2021 compared to the same period in the prior year was primarily due to lower leverage costs and lower Management Fees.

Net Investment Income

Net investment income totaled $8.8 million and $17.1 million, or $0.13 and $0.25 per share, for the three and six months ended March 31, 2021, respectively. Net investment income totaled $10.3 million and $20.5 million, or $0.15 and $0.31 per share, for the three and six months ended March 31, 2020, respectively. The decrease in net investment income compared to the same periods in the prior year was primarily due to lower investment income.

Net Realized Gains or Losses

Sales and repayments of investments for the three and six months ended March 31, 2021 totaled $65.0 million and $167.6 million, respectively, and net realized gains (losses) totaled $0.3 million and ($17.3) million, respectively. Sales and repayments of investments for the three and six months ended March 31, 2020 totaled $16.4 million and $47.5 million, respectively, and net realized gains (losses) totaled $1.4 million and ($10.6) million, respectively. The change in realized gains/losses was primarily due to changes in the market conditions of our investments and the values at which they were realized.

Unrealized Appreciation or Depreciation on Investments and the Credit Facilities

For the three and six months ended March 31, 2021, we reported net change in unrealized appreciation on investments of $33.2 million and $126.7 million, respectively. For the three and six months ended March 31, 2020, we reported net change in unrealized depreciation on investments of $121.0 million and $97.3 million, respectively. As of March 31, 2021 and September 30, 2020, our net unrealized appreciation (depreciation) on investments totaled $42.9 million and ($83.8) million, respectively. The net change in unrealized appreciation/depreciation on our investments compared to the same period in the prior year was primarily due to unrealized gains in our equity co-investment program, including ITC Rumba, LLC (Cano Health, LLC).

36


For the three and six months ended March 31, 2021, the Truist Credit Facility had a net change in unrealized appreciation of $3.8 million and $16.9 million, respectively. For the three and six months ended March 31, 2020, our Credit Facilities had a net change in unrealized depreciation of $48.9 million and $46.4 million, respectively, respectively. As of March 31, 2021 and September 30, 2020, the net unrealized depreciation on the Credit Facilities totaled $2.7 million and $19.6 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.

Net Change in Net Assets Resulting from Operations

Net change in net assets resulting from operations totaled $38.5 million and $109.6 million, or $0.57 and $1.64 per share, for the three and six months ended March 31, 2021, respectively. Net change in net assets resulting from operations totaled ($60.3) million and ($41.1) million, or ($0.90) and ($0.61) per share, for the three and six months ended March 31, 2020. The increase in the net change in net assets from operations for the three and six months ended March 31, 2021 compared to the same periods in the prior year was primarily due to unrealized gains in our equity co-investment program, including ITC Rumba, LLC (Cano Health, LLC).

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are derived primarily from proceeds of securities offerings, debt capital and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives. As of March 31, 2021, 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. 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 March 31, 2021 and September 30, 2020, our asset coverage ratio, as computed in accordance with the 1940 Act, was 234% and 208%, respectively.

The annualized weighted average cost of debt for the six months ended March 31, 2021 and 2020, inclusive of the fee on the undrawn commitment under the Credit Facilities and amortized upfront fees on SBA debentures, was 3.5% and 5.1%, respectively.

On February 22, 2019, Funding I closed the BNP Credit Facility for up to $250.0 million (increased to $275.0 million as of November 6, 2020) in borrowings with certain lenders and BNP Paribas, as administrative agent, and The Bank of New York Mellon Trust Company, N.A., as collateral agent. As of July 31, 2020, Funding I is no longer a subsidiary of the Company consolidated in our financial statements and thus the BNP Credit Facility is no longer presented on the Statement of Assets and Liabilities (See Note 4). The BNP Credit Facility is secured by all of the assets of Funding I. Prior to deconsolidation on July 31, 2020, we owned 100% of the equity interest in Funding I and treat the indebtedness of Funding I as our leverage. Our Investment Adviser serves as the servicer to Funding I in connection with the BNP Credit Facility.

As of March 31, 2021, we had the multi-currency Truist Credit Facility for up to $475.0 million 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 March 31, 2021 and September 30, 2020 , we had $375.5 million and $388.3 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 2.5% and 2.5%, exclusive of the fee on undrawn commitments, as of March 31, 2021 and September 30, 2020, respectively . The Truist Credit Facility is a revolving facility with a stated maturity date of September 4, 2024 ($40.0 million of the $475 million commitment will mature May 25, 2022), a one-year term-out period on September 4, 2023 ($40.0 million of the $475 million commitment has a one-year term-out period on May 25, 2021) and pricing set at 225 basis points over LIBOR (or an alternative risk-free interest rate index). As of March 31, 2021 and September 30, 2020, we had $99.5 million and $86.7 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 March 31, 2021, we were in compliance with the terms of the Truist Credit Facility.

As of March 31, 2021, we had $86.3 million in aggregate principal amount of 2024 Notes outstanding. Interest on the 2024 Notes is paid quarterly on January 15, April 15, July 15 and October 15, at a rate of 5.50% per year, commencing January 15, 2020. The 2024 Notes mature on October 15, 2024. The 2024 Notes are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2024 Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. The 2024 Notes may be redeemed in whole or in part at our option on or after October 15, 2021 at a redemption price of 100% of the outstanding principal amount of the 2024 Notes plus accrued and unpaid interest.

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 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 $108.5 million and $118.5 million as of March 31, 2021 and September 30, 2020, 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 March 31, 2021 and September 30, 2020, SBIC II had an initial $150.0 million in debt commitments, all of which were drawn. During both the three and six months ended March 31, 2021, $10.0 million in SBA debentures were repaid. During the three and six months ended March 31, 2020, zero and $16.5 million in SBA debentures were repaid, respectively. As of March 31, 2021 and September 30, 2020, the unamortized fees on the SBA debentures were $2.4 million and $2.7 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.

37


Our fixed-rate SBA debentures as of March 31, 2021 and September 30, 2020 were as follows:

Issuance Dates

Maturity

Fixed All-in Coupon Rate (1)

As of March 31, 2021

Principal Balance

March 23, 2016

March 1, 2026

2.9

%

$

22,500,000

September 20, 2017

September 1, 2027

2.9

27,500,000

March 21, 2018

March 1, 2028

3.5

58,500,000

Weighted Average Rate / Total

3.2

%

$

108,500,000

Issuance Dates

Maturity

Fixed All-in Coupon Rate (1)

As of September 30, 2020

Principal Balance

March 23, 2016

March 1, 2026

2.9

%

$

22,500,000

September 21, 2016

September 1, 2026

2.4

10,000,000

September 20, 2017

September 1, 2027

2.9

27,500,000

March 21, 2018

March 1, 2028

3.5

58,500,000

Weighted Average Rate / Total

3.2

%

$

118,500,000

(1)

Excluding 3.4% of upfront fees.

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 March 31, 2021, SBIC II was in compliance with its 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 March 31, 2021 and September 30, 2020, 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.

As of March 31, 2021 and September 30, 2020, we had cash and cash equivalents of $33.9 million and $25.8 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to take advantage of market opportunities.

Our operating activities provided cash of $46.8 million for the six months ended March 31, 2021, and our financing activities used cash of $38.8 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.

Our operating activities used cash of $218.6 million for the six months ended March 31, 2020 and our financing activities provided cash of $184.3 million for the same period. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily from net borrowings under the Credit Facilities.

PennantPark Senior Loan Fund, LLC

On July 31, 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. 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 March 31, 2021 and September 30, 2020, we and Pantheon owned 60.5% and 39.5%, respectively, and 72.0% and 28.0%, respectively, of each of the outstanding subordinated notes and equity interests in PSLF. As of the same dates, our investment in PSLF consisted of subordinated notes of $64.2 million and $63.0 million, respectively, and equity interests of $40.2 million and $36.3 million, respectively.

As of March 31, 2021 and September 30, 2020 , PSLF had total assets of $ 395.1 million and $361.8 million, respectively. As of March 31, 2021 , PSLF had $63.0 million of unused borrowing capacity under the PSLF Credit Facility (as defined below), subject to leverage and borrowing base restrictions, and cash and cash equivalents of $12.5 million. As of September 30, 2020 , PSLF had $36.5 million of unused borrowing capacity under the PSLF Credit Facility, subject to leverage and borrowing base restrictions, and cash and cash equivalents of $7.5 million.

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 the 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; or (iii) the presence of four members of the Member Designees’ Committee, provided that two individuals are present that were elected, designated or appointed by each of us and Pantheon.

Additionally, PSLF has entered into a $275.0 million (increased from $250.0 million on November 6, 2020) senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 260 basis points, or the PSLF Credit Facility, with BNP Paribas through its wholly-owned subsidiary, or PSLF Subsidiary, subject to leverage and borrowing base restrictions.


38


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

March 31, 2021

September 30, 2020

Total investments

$

381,654,953

$

353,366,358

Weighted average yield on debt investments

7.3

%

7.3

%

Number of portfolio companies in PSLF

40

37

Largest portfolio company investment

$

16,188,243

$

18,411,916

Total of five largest portfolio company investments

$

75,352,184

$

77,896,431

Below is a listing of PSLF’s individual investments as of March 31, 2021 :

Issuer Name

Maturity

Industry

Current

Coupon

Basis Point

Spread Above

Index (1)

Par

Cost

Fair Value (2)

First Lien Secured Debt—573.8%

Altamira Technologies, LLC

07/24/2025

Aerospace and Defense

8.00

%

3M L+700

946,231

$

935,343

$

910,747

American Insulated Glass, LLC

12/21/2023

Building Materials

6.50

%

3M L+550

14,700,175

14,525,350

14,553,173

Apex Service Partners, LLC

07/31/2025

Personal, Food and Miscellaneous Services

6.25

%

1M L+525

6,569,222

6,513,036

6,569,222

Apex Service Partners, LLC Term Loan B

07/31/2025

Personal, Food and Miscellaneous Services

6.50

%

1M L+550

2,887,307

2,849,444

2,887,307

Apex Service Partners, LLC Term Loan B (3)

07/31/2021

Personal, Food and Miscellaneous Services

505,870

Bazaarvoice, Inc.

02/01/2024

Printing and Publishing

6.75

%

1M L+575

14,554,206

14,453,043

14,554,206

Bottom Line Systems, LLC

02/13/2023

Healthcare, Education and Childcare

6.25

%

1M L+550

13,729,432

13,654,333

13,729,432

Datalot Inc.

01/24/2025

Insurance

6.25

%

3M L+525

7,081,132

6,969,481

7,081,132

DRS Holdings III, Inc.

11/03/2025

Consumer Products

6.75

%

1M L+575

13,496,389

13,392,116

13,631,353

ECL Entertainment, LLC

04/01/2028

Hotels, Motels, Inns and Gaming

8.25

%

1M L+750

4,615,385

4,569,231

4,615,385

ECM Industries, LLC

12/23/2025

Electronics

5.50

%

1M L+450

2,826,993

2,802,723

2,812,858

Global Holdings InterCo LLC

03/16/2026

Banking, Finance, Insurance & Real Estate

7.00

%

3M L+600

7,500,000

7,387,731

7,481,250

Holdco Sands Intermediate, LLC

12/19/2025

Aerospace and Defense

7.50

%

3M L+600

12,132,143

11,981,532

11,950,161

HW Holdco, LLC

12/10/2024

Media

5.50

%

3M L+450

14,662,500

14,562,909

14,369,249

IMIA Holdings, Inc.

10/26/2025

Aerospace and Defense

7.00

%

3M L+600

5,545,103

5,518,102

5,545,103

Integrity Marketing Acquisition, LLC

08/27/2025

Insurance

6.75

%

3M L+575

7,907,956

7,835,094

7,789,337

Juniper Landscaping of Florida, LLC

12/22/2021

Personal, Food and Miscellaneous Services

6.50

%

3M L+550

10,000,000

10,000,000

10,000,000

K2 Pure Solutions NoCal, L.P.

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

14,662,500

14,531,185

14,350,188

Kentucky Downs, LLC

03/07/2025

Hotels, Motels, Inns and Gaming

10.00

%

1M L+900

10,205,877

10,044,256

10,843,744

LAV Gear Holdings, Inc.

10/31/2024

Leisure, Amusement, Motion Pictures, Entertainment

8.50

%

3M L+750

2,066,695

2,052,119

1,915,413

Lightspeed Buyer Inc.

02/03/2026

Healthcare, Education and Childcare

6.50

%

1M L+550

12,534,901

12,318,777

12,346,877

Lombart Brothers, Inc.

04/13/2023

Healthcare, Education and Childcare

9.25

%

1M L+825

16,862,753

16,747,224

16,188,243

MAG DS Corp.

04/01/2027

Aerospace and Defense

6.50

%

1M L+550

5,970,000

5,690,193

5,850,600

MeritDirect, LLC

05/23/2024

Media

6.50

%

3M L+550

13,738,046

13,600,767

13,428,940

PlayPower, Inc.

05/08/2026

Consumer Products

5.70

%

3M L+550

4,004,520

3,972,682

3,949,458

Radius Aerospace, Inc.

03/31/2025

Aerospace and Defense

6.75

%

3M L+575

13,709,619

13,557,021

13,435,427

Research Now Group, Inc. and Survey

Sampling International LLC

12/20/2024

Business Services

6.50

%

3M L+550

14,770,992

14,665,291

14,597,433

Riverpoint Medical, LLC

06/20/2025

Healthcare, Education and Childcare

5.50

%

3M L+450

1,965,000

1,950,151

1,953,014

Sales Benchmark Index LLC

01/03/2025

Business Services

7.75

%

3M L+600

7,847,561

7,723,814

7,317,850

Sargent & Greenleaf Inc.

12/20/2024

Electronics

7.00

%

1M L+550

5,379,340

5,318,630

5,379,340

Signature Systems Holding Company

05/03/2024

Chemicals, Plastics and Rubber

7.50

%

3M L+650

13,875,000

13,748,286

13,701,562

Solutionreach, Inc.

01/17/2024

Communications

6.75

%

3M L+575

12,464,523

12,309,758

12,464,523

STV Group Incorporated

12/11/2026

Transportation

5.36

%

1M L+525

12,162,305

12,058,444

11,615,001

TeleGuam Holdings, LLC

11/20/2025

Telecommunications

5.50

%

1M L+450

4,877,809

4,836,844

4,829,030

Teneo Holdings LLC

07/18/2025

Financial Services

6.25

%

1M L+525

7,442,222

7,182,469

7,421,756

TPC Canada Parent, Inc. and TPC US Parent, LLC

11/24/2025

Food

6.25

%

3M L+525

5,621,612

5,565,396

5,452,963

TVC Enterprises, LLC

03/26/2026

Transportation

6.75

%

1M L+575

12,837,421

12,681,035

12,709,047

TWS Acquisition Corporation

06/16/2025

Education

7.25

%

1M L+625

9,647,753

9,497,821

9,647,753

UBEO, LLC

04/03/2024

Printing and Publishing

5.50

%

3M L+450

4,734,322

4,700,190

4,677,303

Vision Purchaser Corporation

06/10/2025

Media

7.75

%

1M L+675

14,321,451

14,102,097

13,748,593

Wheel Pros, Inc.

11/10/2027

Automotive

6.25

%

1M L+625

3,990,000

3,970,083

3,972,564

Whitney, Bradley & Brown, Inc.

10/18/2022

Aerospace and Defense

8.50

%

1M L+750

13,815,260

13,691,368

13,953,413

Wildcat Buyerco, Inc.

02/27/2026

Electronics

6.25

%

3M L+525

7,462,312

7,392,228

7,425,003

Total First Lien Secured Debt

381,857,597

381,654,953

Cash and Cash Equivalents—18.9%

BlackRock Federal FD Institutional 30

9,916,869

9,916,869

US Bank Cash

2,623,145

2,623,145

Total Cash and Cash Equivalents

12,540,014

12,540,014

Total Investments and Cash Equivalents—592.7%

$

394,397,611

$

394,194,967

Liabilities in Excess of Other Assets—(492.7)%

(327,683,744

)

Members' Equity—100.0%

$

66,511,223

(1)

Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

(2)

Valued based on PSLF’s accounting policy.

(3)

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.


39


Below is a listing of PSLF’s individual investments as of September 30, 2020:

Issuer Name

Maturity

Industry

Current

Coupon

Basis Point

Spread Above

Index (1)

Par

Cost

Fair Value (2)

First Lien Secured Debt—701.6%

Advantage Sales & Marketing

07/23/2021

Grocery

4.25

%

1M L+325

8,627,315

$

8,418,699

$

8,456,926

Altamira Technologies, LLC

07/24/2025

Aerospace and Defense

7.00

%

3M L+600

971,231

958,950

937,238

American Insulated Glass, LLC

12/21/2023

Building Materials

6.50

%

3M L+550

14,775,105

14,571,097

14,479,603

Apex Service Partners, LLC

07/31/2025

Personal, Food and Miscellaneous Services

6.25

%

1M L+525

6,607,449

6,546,594

6,409,225

Bazaarvoice, Inc.

02/01/2024

Printing and Publishing

6.75

%

1M L+575

14,628,085

14,509,210

14,408,664

Bottom Line Systems, LLC

02/13/2023

Healthcare, Education and Childcare

6.25

%

1M L+550

15,000,000

14,895,515

14,683,499

Cano Health, LLC

06/02/2025

Healthcare, Education and Childcare

8.50

%

1M L+750

18,274,854

18,174,687

18,411,916

Datalot Inc.

01/24/2025

Insurance

6.25

%

3M L+525

7,116,895

6,991,975

7,125,435

DRS Holdings III, Inc.

11/03/2025

Consumer Products

6.75

%

1M L+575

13,564,726

13,448,313

13,316,490

ECM Industries, LLC

12/23/2025

Electronics

5.50

%

1M L+450

2,873,184

2,846,226

2,858,818

Holdco Sands Intermediate, LLC

12/19/2025

Aerospace and Defense

7.50

%

3M L+600

12,193,571

12,028,384

11,888,732

HW Holdco, LLC

12/10/2024

Media

5.50

%

3M L+450

14,737,500

14,619,623

14,295,375

Integrity Marketing Acquisition, LLC

08/27/2025

Insurance

6.50

%

3M L+550

447,833

444,755

443,354

K2 Pure Solutions NoCal, L.P.

12/20/2023

Chemicals, Plastics and Rubber

8.00

%

1M L+700

14,737,500

14,583,983

14,413,275

Kentucky Downs, LLC

03/07/2025

Hotels, Motels, Inns and Gaming

9.50

%

1M L+850

10,153,350

9,978,792

10,001,050

LAV Gear Holdings, Inc.

10/31/2024

Leisure, Amusement, Motion Pictures, Entertainment

8.50

%

3M L+750

2,015,428

1,998,623

1,856,411

Lightspeed Buyer Inc.

02/03/2026

Healthcare, Education and Childcare

6.25

%

1M L+525

12,598,209

12,365,207

12,440,731

Lombart Brothers, Inc.

04/13/2023

Healthcare, Education and Childcare

7.25

%

1M L+625

16,914,403

16,770,520

15,882,625

MAG DS Corp.

04/01/2027

Aerospace and Defense

6.50

%

1M L+550

6,000,000

5,700,000

5,707,500

MeritDirect, LLC

05/23/2024

Media

6.50

%

3M L+550

14,076,563

13,914,921

13,407,926

PlayPower, Inc.

05/08/2026

Consumer Products

5.72

%

3M L+550

4,025,520

3,990,631

3,824,244

Radius Aerospace, Inc.

03/31/2025

Aerospace and Defense

6.75

%

3M L+575

13,779,429

13,608,176

13,503,840

Research Now Group, Inc. and Survey

Sampling International LLC

12/20/2024

Business Services

6.50

%

3M L+550

14,847,328

14,728,854

14,023,302

Riverpoint Medical, LLC

06/20/2025

Healthcare, Education and Childcare

5.50

%

3M L+450

1,975,000

1,958,417

1,905,678

Sales Benchmark Index LLC

01/03/2025

Business Services

7.75

%

3M L+600

7,887,195

7,748,712

7,697,903

Sargent & Greenleaf Inc.

12/20/2024

Electronics

7.00

%

1M L+550

5,448,483

5,378,893

5,350,411

Signature Systems Holding Company

05/03/2024

Chemicals, Plastics and Rubber

7.50

%

3M L+650

14,250,000

14,096,623

13,786,875

Solutionreach, Inc.

01/17/2024

Communications

6.75

%

3M L+575

12,531,123

12,351,398

12,393,282

STV Group Incorporated

12/11/2026

Transportation

5.40

%

1M L+525

12,351,980

12,238,771

12,228,460

TeleGuam Holdings, LLC

11/20/2025

Telecommunications

5.50

%

1M L+450

5,080,832

5,034,725

4,928,407

Teneo Holdings LLC

07/18/2025

Financial Services

6.25

%

1M L+525

1,980,000

1,874,970

1,905,750

TPC Canada Parent, Inc. and TPC US Parent, LLC

11/24/2025

Food

6.25

%

3M L+525

5,650,076

5,593,575

5,480,573

TVC Enterprises, LLC

01/18/2024

Transportation

6.50

%

1M L+550

14,547,897

14,343,185

14,438,788

TWS Acquisition Corporation

06/16/2025

Education

7.25

%

1M L+625

8,644,186

8,469,082

8,471,302

UBEO, LLC

04/03/2024

Printing and Publishing

5.50

%

3M L+450

4,738,102

4,700,032

4,453,816

Vision Purchaser Corporation

06/10/2025

Media

7.25

%

1M L+625

14,358,203

14,112,113

13,496,711

Whitney, Bradley & Brown, Inc.

10/18/2022

Aerospace and Defense

8.50

%

1M L+750

14,194,162

14,029,177

14,052,223

Total First Lien Secured Debt

358,023,408

353,366,358

Cash and Cash Equivalents—15.0%

BlackRock Federal FD Institutional 30

7,353,307

7,353,307

US Bank Cash

183,412

183,412

Total Cash and Cash Equivalents

7,536,719

7,536,719

Total Investments and Cash Equivalents—716.6%

$

365,560,127

$

360,903,077

Liabilities in Excess of Other Assets—(616.6)%

(310,538,386

)

Members' Equity—100.0%

$

50,364,691

(1)

Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

(2)

Valued based on PSLF’s accounting policy.


40


Below is the financial information for PSLF:

Statements of Assets and Liabilities

March 31, 2021

September 30, 2020

Assets

Investments at fair value (cost—$381,857,597 and $358,023,408, respectively)

$

381,654,953

$

353,366,358

Cash and cash equivalents (cost—$12,540,014 and $7,536,719, respectively)

12,540,014

7,536,719

Interest receivable

912,621

877,008

Total assets

395,107,588

361,780,085

Liabilities

Distribution payable

2,400,000

1,393,716

Payable for investments purchased

4,569,231

5,700,000

Credit facility payable

212,000,000

213,500,000

Notes payable to members

106,040,612

87,500,000

Interest payable on credit facility

1,477,458

1,649,852

Interest payable on members notes

1,590,609

1,356,250

Accrued other expenses

518,455

315,576

Total liabilities

328,596,365

311,415,394

Commitments and contingencies (1)

Members' equity

66,511,223

50,364,691

Total liabilities and members' equity

$

395,107,588

$

361,780,085

(1)

As of March 31, 2021 and September 30, 2020 , PSLF had unfunded commitments to fund investments of $0.5 million and zero, respectively.

Statements of Operations (1)

Three Months Ended March 31,

Six Months Ended March 31,

2021

2021

Investment income:

Interest

$

6,695,820

$

13,257,816

Other income

289,777

726,734

Total investment income

6,985,597

13,984,550

Expenses:

Interest and expenses on credit facility

1,497,604

3,249,951

Interest expense on members notes

2,381,279

4,683,188

Administrative services expenses

292,965

585,930

Other general and administrative expenses (2)

111,648

223,296

Total expenses

4,283,496

8,742,365

Net investment income

2,702,101

5,242,185

Realized and unrealized gain on investments:

Net realized gain on investments

464,337

Net change in unrealized appreciation on investments

1,744,154

4,454,406

Net realized and unrealized gain from investments

1,744,154

4,918,743

Net increase in members' equity resulting from operations

$

4,446,255

$

10,160,928

(1)

PSLF commenced operations on July 31, 2020.

(2)

No management or incentive fees are payable by PSLF. If any fees were to be charged, they would be separately disclosed in the Statement of Operations.

Co n t r a c t u a l O b li g a t i o n s

A summary of our significant contractual payment obligations at cost as of March 31, 2021, including borrowings under our various debt facilities and other contractual obligations, is as follows:

Payments due by period (in millions)

Total

Less than 1 year

1-3 years

3-5 years

More than 5 years

Truist Credit Facility

$

375.5

$

$

31.6

$

343.9

$

SBA debentures

108.5

22.5

86.0

2024 Notes

86.3

86.3

Total debt outstanding (1)

570.3

31.6

452.7

86.0

Unfunded investments (2)

47.4

10.3

12.5

21.5

3.1

Total contractual obligations

$

617.7

$

10.3

$

44.1

$

474.2

$

89.1

(1)

The annualized weighted average cost of debt as of March 31, 2021 was 3.1%, exclusive of the fee on the undrawn commitment on the Truist Credit Facility, debt issuance costs on the 2024 Notes and upfront fees on SBA debentures .

(2)

Unfunded debt and equity investments are disclosed in the Consolidated Schedule of Investments and Note 11 of our Consolidated Financial Statements

We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which was 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 2021, 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 2021, 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 agreement, which is 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.

41


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.

Recent Developments

On April 14, 2021, we entered into an underwriting agreement, or the Underwriting Agreement, by and among the Company, the Adviser, the Administrator and Raymond James & Associates, Inc., Keefe, Bruyette & Woods, Inc. and Truist Securities, Inc., as representatives of the several underwriters named on Schedule A to the Underwriting Agreement, in connection with the issuance and sale of $150.0 million aggregate principal amount of the Company’s 4.5% Notes due 2026, or the 2026 Notes. On April 21, 2021, we closed the transaction and 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 4.5% 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.

O ff - B a l a n c e- S h ee t A rr a n g e m e n t s

We currently engage in no off-balance-sheet arrangements other than our funding requirements for the unfunded investments described above.

Distributions

In order to be treated as a U.S. 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 Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, contingent on maintaining our ability to be subject to tax as a RIC, in order to provide us with additional liquidity.

During the three and six months ended March 31, 2021, we declared distributions of $0.12 and $0.24 per share, for total distributions of $8.0 million and $16.1 million, respectively. For the same periods in the prior year, we declared distributions of $0.18 and $0.36 per share, for total distributions of $12.1 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 stockholders 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.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. As of March 31, 2021, our debt portfolio consisted of 92% 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 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%

$

1,160

$

0.02

Up 1%

(2,814

)

(0.04

)

Up 2%

457

0.01

Up 3%

3,729

0.06

Up 4%

$

7,000

$

0.10

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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 March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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, 2020 filed on November 19, 2020 and amended on March 26, 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.

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.

We have indebtedness outstanding pursuant to the Truist Credit Facility, 2024 Notes 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

We did not engage in any sales of unregistered securities during the six months ended March 31, 2021.

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Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

45


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).

4.2

Fourth Supplemental Indenture, dated as of April 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on April 22, 2021.

4.3

Form of 4.50% Notes due 2026 (Incorporated by reference to Exhibit 4.2 hereto).

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.

46


SIGNATURES

Pursu a nt t o t he r e qu i r em e n t s of t he S e c ur i t i e s E x c h a nge A c t of 1934, t he r e g i s t r a n t h a s du l y c a us e d t h i s R e po r t on Fo r m 10-Q t o be s i g n e d on i t s b e h a l f by t he un d e rs i g n e d, t h e r e u n t o du l y a u t h or i z e d.

PENNANTPARK INVESTMENT CORPORATION

Date: May 5, 2021

By:

/s/ Arthur H. Penn

Arthur H. Penn

Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

Date: May 5, 2021

By:

/s/ Aviv Efrat

Aviv Efrat

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

47

TABLE OF CONTENTS
Part I Consolidated Financial InformationItem 1. Consolidated Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

3.1 Articles of Incorporation (Incorporated by reference to Exhibit 99(a) to the Registrants Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2/A (File No. 333-140092), filed on April5,2007). 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 Registrants Registration Statement on Form N-2 (File No. 333-150033), filed on April2,2008). 4.2 Fourth Supplemental Indenture, dated as of April 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 814-00736), filed on April 22, 2021. 4.3 Form of 4.50% Notes due 2026 (Incorporated by reference to Exhibit 4.2 hereto). 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 Registrants Annual Report on Form 10-K (File No. 814-00736), filed on November16,2011).