UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00736
PENNANTPARK INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND |
| 20-8250744 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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1691 Michigan Avenue Miami, Florida. |
| 33319 |
(Address of principal executive offices) |
| (Zip Code) |
(786) 297-9500
(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 New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No .
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, 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 |
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Non-accelerated filer |
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Emerging growth company |
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No .
The aggregate market value of common stock held by non-affiliates of the Registrant on March 31, 2022 based on the closing price on that date of $7.78 on The New York Stock Exchange was approximately $514.5 million. For the purposes of calculating the aggregate market value of common stock held by non-affiliates, all directors and executive officers of the Registrant have been treated as affiliates. There were 65,224,500 shares of the Registrant’s common stock outstanding as of December 22, 2022.
Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to its 2022 Annual Meeting of Stockholders, filed pursuant to Regulation 14A with the Securities and Exchange Commission on December 7, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
PennantPark Investment Corporation, a Maryland corporation, or together with its subsidiaries, where applicable, or the Company, which may also be referred to as “we,” “us” or “our,” is filing this Amendment No. 1, or the Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, or the Form 10-K, which was initially filed with the Securities and Exchange Commission, or the SEC, on November 17, 2022.
We are filing this Amendment to provide stand-alone audited financial statements for our investment in an unconsolidated controlled portfolio company, RAM Energy Holdings LLC, or RAM Holdings, as of and for the year ended September 30, 2022 (as Exhibit 99.2) as well as of and for the years ended September 30, 2021 (as Exhibit 99.3) and September 30, 2020 (as Exhibit 99.4).
We have determined that this unconsolidated controlled portfolio company has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which we are required, pursuant to Rule 3-09 of Regulation S-X, to provide separate audited financial statements as exhibits to the Form 10-K. In accordance with Rule 3-09(b)(1), the separate audited financial statements of RAM Holdings are being filed as an amendment to the Form 10-K, within 90 days after the end of RAM Holdings' fiscal year.
This Amendment also includes the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended, and also corrects the numbering, hyperlink and exhibit description for Exhibit 10.9 below.
Except as described above, no other changes have been made to the Form 10-K. This Amendment does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, except as required to reflect the revisions discussed above. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and with our subsequent filings with the SEC.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report:
3.1 |
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3.2 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
| Form of 4.50% Notes due 2026 (included as part of Exhibit 4.3). |
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4.5 |
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4.6 |
| Form of 4.00% Notes due 2026 (included as part of Exhibit 4.5).
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4.7 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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14.1 |
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21.1 |
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23.1 |
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23.2* |
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31.1* |
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31.2* |
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32.1* |
| Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2* |
| Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
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99.1 |
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99.2* |
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99.3 |
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99.4 |
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99.5 |
| Report of RSM US LLP, on Senior Securities Table. RSM US LLP, New York, New York (PCAOB ID: 49) |
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101.INS* |
| Inline XBRL Instance Document |
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101.SCH* |
| Inline XBRL Taxonomy Extension Schema |
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101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 22, 2022
By: |
| /s/ ARTHUR H. PENN |
Name: |
| Arthur H. Penn |
Title: |
| Chief Executive Officer and Chairman of the Board of Directors |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
/s/ ARTHUR H. PENN |
| Chief Executive Officer and Chairman of the Board of Directors |
| December 22, 2022 |
Arthur H. Penn |
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/s/ RICHARD T. ALLOTO, JR. |
| Chief Financial Officer and Treasurer |
| December 22, 2022 |
Richard T. Allorto, Jr. |
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/s/ ADAM K. BERNSTEIN |
| Director |
| December 22, 2022 |
Adam K. Bernstein |
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/s/ JEFFREY FLUG |
| Director |
| December 22, 2022 |
Jeffrey Flug |
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/s/ MARSHALL BROZOST |
| Director |
| December 22, 2022 |
Marshall Brozost |
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/s/ SAMUEL L. KATZ |
| Director |
| December 22, 2022 |
Samuel L. Katz |
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/s/ JOSÉ A. BRIONES, JR |
| Director |
| December 22, 2022 |
José A. Briones, Jr. |
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