Form 8-K - Current report
13 7월 2024 - 5:34AM
Edgar (US Regulatory)
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0001383414
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2024-07-12
2024-07-12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange
Act of 1934
Date of Report: July 12, 2024
(Date of earliest event reported)
PennantPark Investment Corporation
(Exact name of registrant as specified in its charter)
Maryland |
814-00736 |
20-8250744 |
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer Identification Number) |
1691 Michigan Avenue |
|
Miami Beach, Florida |
33139 |
(Address of principal executive offices) |
(Zip Code) |
(786) 297-9500
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 per share |
PNNT |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2). 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. ☐
Item 2.02 Results of Operations and Financial Condition
Preliminary Estimates of Results as of June 30, 2024
On July 12, 2024, PennantPark Investment Corporation (the “Company”)
announced certain preliminary estimates of its financial results for the quarter ended June 30, 2024.
| - | Net asset value per share is estimated to be between $7.50 and $7.55 per common share
at June 30, 2024. This compares to a net asset value per common share of $7.69 at March 31, 2024. |
| - | Net investment income is estimated to be between $0.23 and $0.25 per common share for the quarter ended June 30, 2024. This compares to net investment income of $0.22 per common share
for the quarter ended March 31, 2024. |
| - | Core net investment income(1) is estimated to be between $0.20 and $0.22
per common share for the quarter ended June 30, 2024. This compares to core net investment income of $0.22 per common share for the quarter
ended March 31, 2024. |
| - | The investment portfolio at fair value was $1.26 billion, compared to $1.24 billion as of March 31, 2024. |
| - | At June 30, 2024, there were three loans on non-accrual representing 4.2% of the
portfolio at cost and 2.5% at fair market value versus two loans on non-accrual at March 31, 2024 representing 3.7% of the portfolio at
cost and 3.0% at fair market value. |
| - | As of June 30, 2024, the Company had approximately $765.5 million of total debt
consisting of, $450.5 million of borrowings outstanding under the Company’s multi-currency, senior secured revolving credit facility
with Truist Bank, as amended and restated (the “Credit Facility”), at cost, $150.0 million in aggregate principal amount of
4.5% Notes due 2026 outstanding, and $165.0 million in aggregate principal amount of 4.0% Notes due
2026 outstanding |
| - | At June 30, 2024, we had approximately $59.2 million in cash and approximately $24.5
million in unused capacity under the Credit Facility. |
These estimates are
subject to the completion of the Company’s financial closing procedures and are not a comprehensive statement of the
Company’s financial position, results of operations or cash flows for the quarter ended June 30, 2024. Final results may
differ materially from these estimates as a result of the completion of the Company’s financial closing procedures, as well as
any subsequent events, including the discovery of information affecting fair values of the Company’s portfolio investments as
of June 30, 2024, arising between the date hereof and the completion of the Company’s financial statements and the filing of
the Company’s Form 10-Q for the quarter then ended.
The preliminary financial estimates provided herein have been prepared by, and
are the responsibility of the Company’s management. RSM US LLP, the Company’s independent registered public accounting firm,
has not audited, reviewed, compiled, or performed any procedures with respect to the accompanying preliminary financial data. Accordingly,
RSM US LLP does not express an opinion or any other form of assurance with respect thereto.
(1) Supplemental information regarding core net investment income
Core net investment income (“Core NII”) is a non-GAAP financial
measure. The Company believes that Core NII provides useful information to investors and management because it reflects the Company's
financial performance excluding one-time or non- recurring investment income and expenses. The presentation of this additional information
is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. For the quarter
ended June 30, 2024, there was approximately $0.03 of net one-time or non-recurring investment income and expenses.
Forward-Looking Statements
This report on Form 8-K, including Exhibit 99.1
furnished herewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, and Section
21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (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 that the Company files under the Exchange Act. All statements other than statements of historical facts included herein are
forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties.
Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including
those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update
any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such
statements speak only as of the date on which they are made.
Item 8.01. Other Information
The information set forth under Item 2.02 above is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 12, 2024 |
PENNANTPARK INVESTMENT CORPORATION |
|
|
|
|
By: |
/s/ Richard T. Allorto, Jr. |
|
|
Richard T. Allorto, Jr. |
|
|
Chief Financial Officer & Treasurer |
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