Form 8-K - Current report
July 12 2024 - 4:47PM
Edgar (US Regulatory)
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0001504619
0001504619
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 Floating Rate Capital Ltd.
(Exact name of registrant as specified in its charter)
Maryland |
814-00891 |
27-3794690 |
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
PFLT |
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 Floating Rate Capital
Ltd. (the “Company”) announced certain preliminary estimates of its financial results for the quarter ended June 30, 2024.
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Net asset value per share is estimated to be between $11.31 and $11.36 per common share
at June 30, 2024. This compares to a net asset value per common share of $11.40 at March 31, 2024. |
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Net investment income is estimated to be between $0.30 and $0.32 per common share for the quarter ended June 30, 2024.
This compares to net investment income of $0.31 per common share for the quarter ended March 31, 2024. |
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Core net investment income(1) is estimated to be between $0.30 and $0.32
per common share for the quarter ended June 30, 2024. This compares to core net investment income of $0.31 per common share for the quarter
ended March 31, 2024. |
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The investment portfolio at fair value was $1.66 billion, compared to $1.48 billion as of March 31, 2024. |
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At June 30, 2024, there were three loans on non-accrual representing 1.5% of the portfolio
at cost and 1.1% at fair market value versus one loan on non-accrual at March 31, 2024 representing 0.4% of the portfolio at cost and
0.3% at fair market value. |
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As of June 30, 2024, the Company had approximately $901.6 million of total debt consisting
of, $218.9 million of borrowings outstanding under the Company’s multi-currency senior secured revolving credit facility, as amended
from time to time, with Truist Bank and other lenders (the “Credit Facility”) at cost, $185.0 million in aggregate principal
amount of 4.25% Notes due 2026 outstanding, $210.7 million in aggregate principal amount of asset-backed debt consisting of various notes
due in 2031, and $287.0 million in aggregate principal amount of asset-backed debt consisting of various notes due in 2036. |
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At June 30, 2024, we had approximately $84.6 million in cash and approximately $392.1
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 were no one- time or non-recurring investment income or expenses.
Forward-Looking Statements
This report on Form 8-K 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 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 this press release are forward-looking statements and are not guarantees of future performance or results and involve
a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of
a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes
no duty to update any forward-looking statement made herein. 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 FLOATING RATE CAPITAL LTD. |
|
|
|
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By: |
/s/ Richard T. Allorto, Jr. |
|
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Richard T. Allorto, Jr. |
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Chief Financial Officer & Treasurer |
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