PennantPark Floating Rate Capital Ltd.

Good morning and welcome to the Penn and Park Floating Rate Capital Second Fiscal Quarter 2021 Earnings Conference Call. Today's conference is being recorded. At this time, all participants have been placed in a listen-only mode. The call will be open for question and answer session following the speaker's remarks. If you would like to ask a question at that time, simply press star 1 on your telephone keypad. If you would like to withdraw your question, please press star 2 on your telephone keypad. It is now my pleasure to turn the call over to Mr. Art Penn, Chairman and Chief Executive Officer at Penn and Park Floating Rate Capital. Mr. Penn, you may begin your conference.

Thank you, and good morning, everyone. I'd like to welcome you to Penn and Park Floating Rate Capital's second fiscal quarter 2021 earnings conference call. I'm joined today by Aviv Efrat, our Chief Financial Officer. Aviv, please start off by disclosing some general conference call information and include a discussion about forward-looking statements.

Thank you, Art. I'd like to remind everyone that today's call is being recorded. Please note that this call is a property of Penn Park Floating Rate Capital and that any unauthorized broadcast of this call in any form is strictly prohibited. Audio replay of the call will be available by using the telephone numbers and PIN provided in our earnings press release as well as on our website. I'd also like to call your attention to the customer safe harbor disclosure in our press release regarding forward-looking information. Today's conference call may also include forward-looking statements and projections and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these projections. We do not undertake to update are forward-looking statements unless required by law. To obtain copies of our latest SEC filings, please visit our website at pennantpark.com or call us at 212-905-1000. At this time, I'd like to turn the call back to our Chairman and Chief Executive Officer, Art Penn.

Thanks, Aviv. I'm going to spend a few minutes discussing how we fared in the quarter ended March 31st, how the portfolio is positioned for the upcoming quarters, Our capital structure and liquidity, the financials, then open up for Q&A. We are pleased with our performance this past quarter. We achieved another substantial increase in NAV during the quarter. Adjusted NAV increased 2.3% from $12.32 to $12.60 as our portfolio continued to improve. We have several portfolio companies in which our equity co-investments have materially appreciated in value as they are benefiting from the economic recovery. This is solidifying and bolstering our NAV. Over time, rotation of that equity into debt instruments should help grow PFLT's income. We will highlight those companies in a few minutes. As part of our business model, alongside the debt investments we make, we selectively choose to co-invest in the equity side by side with the financial sponsor. Our returns on these equity and co-investments have been excellent over time. Overall, for our platform from inception through March 31st, Our 226 million of equity co-invests have generated an IRR of 28% and a multiple uninvested capital of 2.9 times. In a world where investors may want to understand differentiation among middle market lenders, our long-term returns on our equity co-investment program are a clear differentiator. As a result of the completion of the CLO financing at PSSL last quarter, we can efficiently grow the joint venture, which should generate additional income for PFLT. PSSL's assets grew by $103 million during the quarter ended March 31 and has capacity for an additional approximately $100 million of assets over time. This growth can be a substantial driver of NII. The combination of potential income growth from equity rotation, a larger, more efficiently financed PSSL, and a growing, more optimized PFLT balance sheet should help grow the company's net investment income relative to the dividend over time. Those factors combined with strong portfolio performance through COVID and our $0.22 spillover as of September 30th have led us to conclude that we will be keeping our dividends steady at this point. We are also pleased that we diversified our financing sources this past quarter with the issuance of $100 million of 4.25% five-year senior notes to institutional investors in late March. Although we never predicted a global pandemic, as you may know, we've been preparing for an eventual recession for some time. Prior to the COVID-19 crisis, we proactively positioned the portfolio as defensively as possible. Since inception, we have had a portfolio that was among the lowest risk in the direct lending industry. As of March 31st, the average debt to EBITDA on the portfolio was 4.2 times, and the average interest coverage ratio, the amount by which cash income exceeds cash interest expense, was three times. This provides significant cushion to support stable investment income. These statistics are among the most conservative in the direct lending industry. We have only two non-accruals out of 104 different names in PFLT and PSSL. This represents only 3.1% of the portfolio at cost and 2.3% at market value. We have largely avoided some of the sectors that have been hurt the most by the pandemic, such as retail, restaurants, health clubs, apparel, and airlines. PFLT also has no exposure to oil and gas. The portfolio is highly diversified with 100 companies and 41 different industries. Our credit quality since inception over nine years ago has been excellent. Out of 381 companies in which we have invested since inception, we have experienced only 13 non-accruals. Since inception, PFLT has invested over $3.9 billion at an average yield of 8.1%. This compares to a loss ratio of only eight basis points annually. We're one of the few middle market direct lenders who was in business prior to the global financial crisis and have a strong underwriting track record during that time. Although PFLT was not in existence back then, Penn and Park as an organization was investing at that time. During that recession, the weighted average EBITDA of our underlying portfolio companies declined by 7.2% at the bottom of the recession. This compares to the average EBITDA decline of the Bloomberg North American High Yield Index of 42%. We're proud of this downside case track record in the prior recession. Based on tracking EBITDA of our underlying companies through COVID so far, we believe that our EBITDA decline will be substantially less than it was during the global financial crisis. Many of our portfolio companies are in industries such as government services defense, healthcare, technology software, business services, and select consumer companies that are less impacted by COVID and where we have meaningful domain expertise. We believe that we are experiencing an economic recovery with some companies and industries being beneficiaries of the environment. We are pleased that we have significant equity investments in three of these companies which can substantially move the needle in both NAV and overtime net investment income. I'd like to highlight those three companies. They are Kano, Walker Edison, and Bylight. Kano Health is a national leader in primary health care who's leading the way in transforming health care to provide high quality care at a reasonable cost Our equity position has a cost and fair market value on March 31st of $431,000 and $9.1 million, respectively. We believe there is a massive market opportunity for Kano to grow in the years ahead with the Medicare Advantage program. The merger with Jaws Acquisition is currently scheduled to close in June. At that time, we will receive another $800,000 of cash and own 825,274 shares of Kano Health and a limited partnership controlled by a financial sponsor where the sponsor will earn 20% of the exit proceeds. The shares will be locked up for six months. From a valuation perspective, due to the lockup, the independent valuation firm valued the position with a 6% illiquidity discount to the traded value on March 31st. Walker Edison is a leading e-commerce platform focused on selling furniture exclusively online through top e-commerce companies. As of March 31st, our equity position had a cost of $1.4 million and a fair market value of $12.1 million. Shortly after quarter end, the company executed a refinancing and dividend recap, which resulted in shareholders receiving approximately two times their cost while maintaining the same ownership percentage in the company. This resulted in PFLT receiving a $2.8 million cash payment on its equity position. Bylight is a leading software, hardware, and engineering solutions company focused on national security challenges across modeling and simulation, cyber, and global defense networks. Our position has a cost of $2.2 million and a fair market value of $11.8 million as of March 31st. All three of these companies are gaining financial momentum in this environment, and our NEV should be solidified and bolstered from these substantial equity investments as their momentum continues. Over time, we would expect to exit these positions and rotate those proceeds into debt instruments to increase income at PFLT. The outlook for new loans is attractive. We are focused on the core middle market, which we generally define as companies with between 10 million and 50 million of EBITDA. We like the core middle market because it is below the threshold and does not compete with the broadly syndicated loan or high yield markets. As such, we do not compete With markets where leverage is higher, equity cushion lower, covenants are light, wide, or non-existent, information rights are fewer, EBITDA adjustments are higher and less diligent, and the timeframe for making an investment decision is compressed. On the other hand, where we focus in the core middle market because we are not competing with the broadly syndicated loan or high yield markets, generally our capital is more important to the borrower. As such, Leverage is lower, equity cushion higher. We have quarterly maintenance covenants, which are real. We receive monthly financial statements to be on top of the companies. If there are EBITDA adjustments, they are more diligent than achievable, and we typically have six to eight weeks to make thoughtful and careful investment decisions. According to S&P, loans to companies with less than $50 million of EBITDA have a lower default rate and higher recovery rate than those loans to companies with higher EBITDA. We also believe that middle market lending is a vintage business. This upcoming vintage of loans is likely to be the most attractive we've seen since the 2009 to 2012 time period, which was the time period after the global financial crisis. This vintage is characterized by leverage levels that are lower, equity cushion higher, yields are higher, and the package of protections, including covenants, are tighter. After enduring about five years of a late cycle market for middle market lending, it is refreshing to have an attractive risk-reward Available to us. Let me now turn the call over to Aviv, our CFO, to take us through the financial results in more detail.

Thank you, Art. For the quarter ended March 31st, net investment income was $0.26 per share. Looking at some of the expense categories, management fees totaled about $3.9 million, taxes, general and administrative expenses totaled about $800,000, and interest expense totaled about $4.8 million. During the quarter ended March 31st, net unrealized appreciation on investments was about $12 million or $0.29 per share. Net realized gains were about $500,000 or $0.01 per share. Net unrealized depreciation on our credit facility and notes was $0.27 per share. Net investment income was lower than the dividends by $0.02 per share. Consequently, GAAP NAV went from $12.70 to $12.71 per share. Adjusted NAV, excluding the mark-to-market of our liabilities, was $12.60 per share, up 2.3% from $12.32 per share. Our entire portfolio, our credit facility and notes, are mark-to-market by our board of directors each quarter using the exit price provided by an independent valuation firm Exchanges or Independent Broker Dealer quotations when active markets are available under ASC 820 and 825. In cases where broker-dealer quotes are inactive, we use independent valuation firms to value the investments. Our spillover as of September 30th was $0.22 per share. We have ample liquidity and are prudently levered. Our GAAP debt-to-equity ratio was 1.2 times while GAAP net debt-to-equity after subtracting cash was 1.1 times. Regulatory debt-to-equity ratio was 1.3 times and our regulatory net debt-to-equity ratio after subtracting cash was 1.2 times. With regard to leverage, we have been targeting a debt-to-equity range of up to 1.5 times. We have ample liquidity to fund revolver draws and we're in compliance with all of our facilities at March 31st. We have readily available borrowing capacity and cash liquidity to support our commitments. We have a strong capital structure with diversified funding source and no near-terms maturities. We have 400 million revolving credit facility maturing in 2023 with a syndicate of 11 banks. with $147 million drawn as of March 31st, $118 million of unsecured senior notes maturing in 2023, $228 million of asset-backed debt associated with Penn and Park CLO 1 due 2031, and our newly issued $100 million of unsecured senior notes maturing in 2026. Our portfolio remains highly diversified with 100 companies across 41 different industries. 86% is invested in first lien senior secured debt, including 12% in PSSL, 3% in second lien debt, and 11% in equity, including 4% in PSSL. Our overall debt portfolio has a weighted average yield of 7.6%. 98% of the portfolio is floating rate, and 84% of the portfolio has a LIBOR floor. The average LIBOR floor is 1%. Now, let me turn the call back to Art.

Thanks, Aviv. To conclude, we want to reiterate our mission. Our goal is a steady, stable, and protected dividend stream coupled with the preservation of capital. Everything we do is aligned to that goal. We try to find less risky middle market companies that have high free cash flow conversion. We capture that free cash flow primarily in first lien, senior secured instruments, and we pay out those contractual cash flows in the form of dividends to our shareholders. In closing, I'd like to thank our extremely talented team of professionals for their commitment and dedication. Thank you all for your time today and for your investment and confidence in us. That concludes our remarks. At this time, I'd like to open up the call to questions.

Thank you. If you would like to ask a question, please signal by pressing star 1 on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, please press star 1 to ask a question. Now, my first question comes from Micky Schlain with Leidenberg. Please go ahead, so your line is open.

Good morning, Art and Aviv. Hope you're well. Art, you mentioned the advantages of structures in the middle market versus the broader loan market, and I completely agree. Obviously, the broader loan market is very frothy at the moment. Are you seeing that frothiness starting to trickle down into the middle market, and how is that affecting your ability to close deals?

It's a great question, Mickey. Look, the market has been remarkable in terms of how it's bounced back. Certainly, we've seen it in the broadly syndicated loan and high-yield market and how it's related to the upper middle market, which we call the upper middle market above 50 of EBITDA. We're not quite back to where we were pre-COVID yet in the below 50 EBITDA zone, but certainly if the economy continues to recover at some point in the not-too-distant future, it will be back to where it was pre-COVID. We think, number one, the vintage right now is good. We should be capturing the vintage the best we can with high-quality companies, good structures. and taking advantage of 2021. To the extent the market continues to rebound, to some extent it's back to the future. We need to continue to be very diligent and careful about what we invest in. As you know, with PFLT, we've always had a very defensive mindset, kept leverage levels low and reasonable, been willing to prioritize capital preservation over yield, which has been a good thing for PFLT and PFLT's shareholders over time and where PFLT is positioned is J.D. J.D. helping fill in the gaps for losses, et cetera. So, you know, we only have an eight basis point annualized loss ratio. Part of that is due to, you know, the power of these equity co-investments. So, we're not back to where we were yet. If things continue, inevitably we may be. Let's capture the opportunity today while we have the opportunity and then let's continue to, you know, execute what has been a good track record Now nearly 10 years. We're coming up on our 10-year anniversary here. So I don't know if I answered your question, Mickey, but please keep going.

That's fine, and congrats on the 10-year anniversary. Art, how would you characterize then, given what you just said, the prepayment risk in the portfolio, just again considering the broader market's frothiness, and how much call protection do you typically get in your deals?

Yeah. So, look, the market's active, and that's good news and bad news, right? The bad news is when the market's active, you know, high-quality credits get taken out. Sometimes the companies are sold. Sometimes they can't access the broadly syndicated low market at a lower yield. That's the bad news. The good news is when we do get paid off, we say thank you, and deal flow's heavy. So we can replace that and over time grow the portfolio because there is so much activity, and that's certainly the game plan here. Grow PSSL to the tune of about another $100 million, Grow PFLT on balance sheet over time up to the one and a half times debt to equity, and then, of course, rotate those equity investments. So we've never had a difficult time ramping and still finding high-quality deals that fit our box. It's because we have such good relationships and calls have been around so long relative to, I'll call us, we're medium-sized relative to our capital. The origination flow relative to our capital is usually very robust, so we've never had a challenge ramping over time. These deals do take longer. These are fully diligence, fully negotiated six- to eight-week processes where we negotiate covenants, so it's not like we can turn around and flip on a switch and ramp overnight, but we are very active and do see an opportunity to grow the portfolio. In terms of call protection, as you know, Typically, we're buying these loans at 98 or 99 cents on the dollar, original issue discount, which we do not account for as upfront fee. We amortize that original issue discount over the life of the loan. Typically, we'll get a 102 or 101 in the first couple years. And the best call protection we can have for the really, really good deals is those little equity co-invests, which continue to generate value even when The debt is called out, and we've seen that with some of these wins like Cano. Cano, we're not in the debt anymore. The company refinanced us out of the debt in the broadly syndicated loan market, but we have a very valuable equity co-invest. Walker Edison, we have a valuable co-invest. Bylight, we have a valuable co-invest. So that's the way we have a tail, and that's the way we continue to have upside on these deals.

Okay, I understand. And one just last sort of housekeeping question for you or Aviv. Could you just highlight what were the main drivers of the unrealized depreciation on investments?

Certainly. Go ahead. Go ahead, Aviv, please.

Yeah, certainly some of the large movers, if you look at a quarter of a quarter, you have DBI holding improved about nine cents per share quarter of a quarter. Thank you for that. I appreciate your time. Those are all my questions. Thanks, Mickey.

We will now take our next question from Paul Johnson with KBW. Please go ahead.

Good morning, guys. Thanks for taking my questions. Kind of on the lines along Mickey's question with competition in the middle market, I'm curious, and we talked about this a little bit, but just, I mean, have you guys seen – Any pressure on covenants or LIBOR floors compared to the pre-COVID vintage from any sort of competition as the market recovers?

On the covenant side, we're getting tighter covenants than we did pre-COVID, so that's good for now. Again, we get these quarterly maintenance tests and we get the monthly financial statements, which or a differentiator in our kind of below 50 million of EBITDA world.

What was the second part of your question, Paul? Covenants and...

The LIBOR floors.

LIBOR floors, yeah. So, you know, there is a little bit of pressure. You know, in certain cases, you get pressure to push it down to 75 basis points from 100 basis points. So that all depends. That could be good news or bad news. It depends on your going and yield and your spread. I guess the good news about a lower floor is that if and when LIBOR goes up, inevitably it will. We'll start capturing more upside sooner than if LIBOR floor stays at 100. In certain cases, we've had LIBOR floors higher. We had a recent deal where the LIBOR floor was 150. So it's deal by deal. It's kind of a dynamic you negotiate. And it just depends on the particular deal and what the situation is. So we've seen it go both directions. The LIBOR floor In 90-plus percent of cases, it's still 1%. Okay. Thanks.

That's good color. And then I guess kind of along... Similar lines. I mean, do you guys see any difference for those same reasons, just competition growing, maybe not so strong yet in your sort of core middle market below 50 million EBITDA? But do you see any pressure at all that would make you view the difference, I guess, an opportunity set between loans on the balance sheet versus investments in the JV?

No, I mean, it's still the same group of competitors. There's not, like, in our world, there's no, like, new people, new money that's, you know, has cash burning a hole in their pocket and is just kind of changing the risk-reward spectrum. It's the same characters, same people we compete with. One day we're competing with them, the next day we're in a club with them. So it's the, I'll call it the usual suspects. So generally those usual suspects are... are relatively rational in how they're behaving. So we're not seeing any exogenous kind of movement.

Okay. Thanks for that. And the last question, I guess, was just around the equity co-investments. I'm just kind of curious. I mean, obviously, again, the market's getting more competitive. Have you seen any change in terms of your ability to receive equity co-investments from any of your portfolio companies? Has this changed at all? Are sponsors, I guess, less willing to give equity at all, or is it just really no change and kind of a case-by-case basis?

Yeah, it's more case-by-case, and with us, it's case-by-case, too. We don't automatically... Always say we want the equity when we're doing the debt. For us, it's a separate investment decision. So in some cases, we'll like the debt and we'll graciously decline a co-invest even if it's offered. In other cases, we may fight hard to do more co-invest. So for us, the equity co-investment is a separate investment decision. It needs to stand on its own two feet as an investment decision. And there's no difference in behavior. Again, it's case-by-case, idiosyncratic, J.D. You could do some bad equity call invests. You could do some really good equity call invests. But by and large, the good ones have way outperformed the bad ones. You get the Canos or the Bylights or the Walker-Edisons or some of these. Those can be very powerful add-ons to the portfolio. And by the way, you don't get those for the folks who are doing direct lending with companies above 50 EBITDA, 100 EBITDA or whatever. That's generally not part of the mix. So that is a benefit you get in the kind of We'll take now our next question from Devin Ryan with JMP Securities. Please go ahead.

Hey, great day. Good morning, everyone.

First one, I guess, just to follow up on the last conversation, and these are just a couple of follow-ups. On the equity co-invest, given your track record and the Experienced in the portfolio over more than a decade. It is now a time to lean in there. I appreciate it's opportunistic and idiosyncratic, but as you've kind of looked back over your history, markets are strong right now and clearly a lot of momentum. Same time, valuations are high. So I'm just kind of curious how you guys are thinking about kind of the risk-reward in that. And I know it's probably not a general comment, but you have a little bit more color there.

That's a great question, and we're typically not the type to say now is or isn't the time. It's kind of a bottoms-up, deal-by-deal approach. We do have to obviously look at the economy and what's going on in the economy, and of course the economy is recovering quite nicely. What drives our equity co-invest decisions and where we're a little bit more aggressive are either two facts. Fact A, The valuation is very attractive. The enterprise value to EBITDA is, you know, attractive relative to the comps or the peers or low relative to the cash flow that we think is going to be generated. So, you know, classic value investing. So if the value is very attractive, that will be something we'll prioritize. And conversely, or as an adjunct, and maybe this is, you know, having our cake and eat it too, when we see a very strong growth trajectory, That can be very attractive to us. Our prototypical deals we're doing these days are where a sponsor identifies a sector where they think growth is going to be high. It's a fragmented industry. They can do add-on acquisitions or there's secular wind behind it. And they buy a platform with $10 or $15 million of EBITDA that they want to grow to $20, $30, $40, $50, $100 of EBITDA either through add-on acquisitions or or just organic growth. And generally, you know, that fact pattern and our debt capital, by the way, is going to help fuel that, right? So the capital commitment we're making is going to fuel that move from 10 or 15 of EBITDA to 50 to 100. And therefore, we have a front row seat on seeing the growth. And therefore, they know we're fueling the growth with our debt. They're generally more than happy to share the equity co-invest with us. That's kind of our prototypical deal these days. That's where that kind of fits our box perfectly. That's Cano, that's Walker Edison, that's Bylight, that's over PNNT, that's Wheel Pros. That's kind of where if you want to look at a prototypical Penn and Park deal these days, and it's going to be in industries that we know and like that are high free cash flow industries where we can be among the smartest people in the room with the domain expertise, that's kind of our bread and butter. So take it from 10 or 15 of you, but Doc, have the debt fuel it to $40 or $50 or greater, ride the equity co-invest, and the equity co-invest can be a nice upside. You know, Cano, the example is they took the debt out with the Pirelli syndicated loan, but we still have a very attractive co-invest that we're riding. You know, Walker Edison just did a dividend recap. We still have the equity there. So, you know, you can look at these deal by deal by deal by deal. That's where we've had, you know, very nice strong track records. So I don't know if that really sheds light on How should we think about timing and is it reasonable to think that

Yeah, you could kind of get there over the next one or two quarters or any other context you can give us would be helpful.

Yeah, I'd say probably two to three quarters on optimizing PSSL.

Okay, terrific. Thank you very much.

Thanks, Devin. Thank you. And if there are no further questions in the queue, I would like to hand the call back over to Art Penn for any additional or closing remarks.

Thank you, everybody. Thanks for your time today. We really appreciate your interest. We wish you continued good health, hopefully, as we come out of COVID, and looking forward to speaking to you all in early August on our next quarterly earnings call. Thank you very much.

Thank you. This concludes today's conference call. Thank you for your participation, ladies and gentlemen. You may now disconnect.