PENNANTPARK INVESTMENT CORP Fair Value Disclosure
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
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.
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 Truist Credit Facility and our SBA debentures are classified as Level 3. Our 2026 Notes and 2026 Notes-2 are classified as Level 2, as they are financial instruments with readily observable market inputs. 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.
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 2026 Notes, our 2026-2 Notes and our Truist Credit Facility, 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 the 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 Truist Credit Facility 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 for ASC 820 purposes ($ in thousands):
Asset Category ($ in thousands) |
|
Fair value at |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
31,018 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
First lien |
|
|
550,259 |
|
|
Market Comparable |
|
Market yield |
|
4.0% - 24.5% (10.1%) |
First lien |
|
|
1,096 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
7.5x - 8.3x (8.1x) |
Second lien |
|
|
14,750 |
|
|
Market Comparable |
|
Market yield |
|
13.2% - 15.5% (14.3%) |
Second lien |
|
|
3,411 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
Subordinated debt / corporate notes |
|
|
201,220 |
|
|
Market Comparable |
|
Market yield |
|
7.0% - 25.4% (13.2%) |
Equity |
|
|
286,210 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
1.5x - 28.3x (9.4x) |
Total Level 3 investments |
|
$ |
1,087,964 |
|
|
|
|
|
|
|
Debt Category ($ in thousands) |
|
|
|
|
|
|
|
|
|
|
Truist Credit Facility |
|
$ |
425,477 |
|
|
Market Comparable |
|
Market yield |
|
4.9% |
Asset Category ($ in thousands) |
|
Fair value at |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
13,841 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
First lien |
|
|
621,998 |
|
|
Market Comparable |
|
Market yield |
|
7.0% – 21.4% (10.2%) |
First lien |
|
|
32,087 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
0.9x - 8.4x (8.4x) |
Second lien |
|
|
63,803 |
|
|
Market Comparable |
|
Market yield |
|
13.1% - 18.5% (13.9%) |
Second lien |
|
|
3,377 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
Subordinated debt / corporate notes |
|
|
181,690 |
|
|
Market Comparable |
|
Market yield |
|
5.0% - 16.5% (14.1%) |
Equity |
|
|
235,573 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
0.4x - 18.8x (9.4x) |
Total Level 3 investments |
|
$ |
1,152,369 |
|
|
|
|
|
|
|
Debt Category ($ in thousands) |
|
|
|
|
|
|
|
|
|
|
Truist Credit Facility |
|
$ |
460,361 |
|
|
Market Comparable |
|
Market yield |
|
5.4% |
Our investments, cash and cash equivalents, Credit Facility, 2026 Notes and 2026 Notes-2 were categorized as follows in the fair value hierarchy ($ in thousands):
|
|
Fair value at |
|
|||||||||||||||||
Description ($ in thousands) |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net Asset Value (1) |
|
|||||
Debt investments |
|
$ |
801,754 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
801,754 |
|
|
$ |
— |
|
U.S. Government Securities(3) |
|
|
124,788 |
|
|
|
— |
|
|
|
124,788 |
|
|
|
— |
|
|
|
— |
|
Equity investments |
|
|
360,731 |
|
|
|
— |
|
|
|
— |
|
|
|
286,210 |
|
|
|
74,521 |
|
Total investments |
|
|
1,287,273 |
|
|
|
— |
|
|
|
124,788 |
|
|
|
1,087,964 |
|
|
|
74,521 |
|
Cash and cash equivalents |
|
|
51,783 |
|
|
|
51,783 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total investments and cash and cash equivalents |
|
$ |
1,339,056 |
|
|
$ |
51,783 |
|
|
$ |
124,788 |
|
|
$ |
1,087,964 |
|
|
$ |
74,521 |
|
Truist Credit Facility |
|
$ |
425,477 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
425,477 |
|
|
$ |
— |
|
2026 Notes(2) |
|
|
149,473 |
|
|
|
— |
|
|
|
149,473 |
|
|
|
— |
|
|
|
— |
|
2026 Notes-2(2) |
|
|
163,933 |
|
|
|
— |
|
|
|
163,933 |
|
|
|
— |
|
|
|
— |
|
Total debt |
|
$ |
738,883 |
|
|
$ |
— |
|
|
$ |
313,406 |
|
|
$ |
425,477 |
|
|
$ |
— |
|
|
|
Fair Value at September 30, 2024 |
|
|||||||||||||||||
Description ($ in thousands) |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net Asset Value (1) |
|
|||||
Debt investments |
|
$ |
916,796 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
916,796 |
|
|
$ |
— |
|
U.S. Government Securities(3) |
|
|
99,632 |
|
|
|
— |
|
|
|
99,632 |
|
|
|
— |
|
|
|
— |
|
Equity investments |
|
|
311,622 |
|
|
|
— |
|
|
|
— |
|
|
|
235,573 |
|
|
|
76,049 |
|
Total investments |
|
|
1,328,050 |
|
|
|
— |
|
|
|
99,632 |
|
|
|
1,152,369 |
|
|
|
76,049 |
|
Cash and cash equivalents |
|
|
49,861 |
|
|
|
49,861 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total investments and cash and cash equivalents |
|
$ |
1,377,911 |
|
|
$ |
49,861 |
|
|
$ |
99,632 |
|
|
$ |
1,152,369 |
|
|
$ |
76,049 |
|
Truist Credit Facility |
|
$ |
460,361 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
460,361 |
|
|
$ |
— |
|
2026 Notes(2) |
|
|
148,571 |
|
|
|
— |
|
|
|
148,571 |
|
|
|
— |
|
|
|
— |
|
2026 Notes-2(2) |
|
|
163,080 |
|
|
|
— |
|
|
|
163,080 |
|
|
|
— |
|
|
|
— |
|
Total debt |
|
$ |
772,012 |
|
|
$ |
— |
|
|
$ |
311,651 |
|
|
$ |
460,361 |
|
|
$ |
— |
|
The tables below show a reconciliation of the beginning and ending balances for investments measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
|
|
Year Ended September 30, 2025 |
|
|||||||||
Description ($ in thousands) |
|
Debt |
|
|
Equity |
|
|
Totals |
|
|||
Beginning balance |
|
$ |
916,796 |
|
|
$ |
235,573 |
|
|
$ |
1,152,369 |
|
Net realized gain (loss) |
|
|
(45,658 |
) |
|
|
(6,800 |
) |
|
|
(52,458 |
) |
Net change in unrealized appreciation (depreciation) |
|
|
9,159 |
|
|
|
46,520 |
|
|
|
55,679 |
|
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
726,966 |
|
|
|
15,830 |
|
|
|
742,796 |
|
Sales, repayments and non-cash exchanges |
|
|
(805,509 |
) |
|
|
(4,913 |
) |
|
|
(810,422 |
) |
Transfers in/out of Level 3 |
|
|
— |
|
|
— |
|
|
|
— |
|
|
Ending balance |
|
$ |
801,754 |
|
|
$ |
286,210 |
|
|
$ |
1,087,964 |
|
Net change in unrealized appreciation reported within the net change in |
|
$ |
(1,219 |
) |
|
$ |
40,305 |
|
|
$ |
39,086 |
|
|
|
Year Ended September 30, 2024 |
|
|||||||||
Description ($ in thousands) |
|
Debt |
|
|
Equity |
|
|
Totals |
|
|||
Beginning balance |
|
$ |
764,275 |
|
|
$ |
163,053 |
|
|
$ |
927,328 |
|
Net realized gain (loss) |
|
|
(23,028 |
) |
|
|
(10,053 |
) |
|
|
(33,081 |
) |
Net change in unrealized appreciation (depreciation) |
|
|
(5,374 |
) |
|
|
35,990 |
|
|
|
30,616 |
|
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
726,526 |
|
|
|
59,520 |
|
|
|
786,046 |
|
Sales, repayments and non-cash exchanges |
|
|
(545,603 |
) |
|
|
(12,937 |
) |
|
|
(558,540 |
) |
Transfers in/out of Level 3 |
|
— |
|
|
— |
|
|
|
— |
|
||
Ending balance |
|
$ |
916,796 |
|
|
$ |
235,573 |
|
|
$ |
1,152,369 |
|
Net change in unrealized appreciation reported within the net change in |
|
$ |
(21,133 |
) |
|
$ |
25,461 |
|
|
$ |
4,328 |
|
The table below shows a reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
|
|
Year Ended September 30, |
|
|||||
Long-Term Credit Facility |
|
2025 |
|
|
2024 |
|
||
Beginning balance (cost – $461,456 and $212,420, respectively) |
|
$ |
460,361 |
|
|
$ |
206,940 |
|
Net change in unrealized appreciation (depreciation) included in earnings |
|
|
116 |
|
|
|
4,385 |
|
Borrowings (1) |
|
|
207,000 |
|
|
|
524,036 |
|
Repayments (1) |
|
|
(242,000 |
) |
|
|
(275,000 |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
Ending balance (cost – $426,456 and $461,456, respectively) |
|
$ |
425,477 |
|
|
$ |
460,361 |
|
Temporary draws outstanding, at cost |
|
|
— |
|
|
|
— |
|
Ending balance (cost – $426,456 and $461,456, respectively) |
|
$ |
425,477 |
|
|
$ |
460,361 |
|
As of September 30, 2025, 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 (£, CAD and $ in thousands):
Foreign Currency |
|
Amount Borrowed |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Unrealized appreciation/ |
|
||||
British Pound |
|
£ |
36,000 |
|
|
$ |
49,420 |
|
|
$ |
48,465 |
|
|
December 31, 2025 |
|
$ |
955 |
|
Canadian dollar |
|
|
CAD 2,800 |
|
|
$ |
2,036 |
|
|
$ |
2,012 |
|
|
October 29, 2025 |
|
$ |
24 |
|
As of September 30, 2024, 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 (£, CAD and $ in thousands):
Foreign Currency |
|
Amount Borrowed |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Unrealized appreciation/ |
|
||||
British Pound |
|
£ |
36,000 |
|
|
$ |
49,420 |
|
|
$ |
48,289 |
|
|
December 28, 2024 |
|
$ |
1,131 |
|
Canadian dollar |
|
|
CAD 2,800 |
|
|
$ |
2,036 |
|
|
$ |
2,073 |
|
|
October 23, 2024 |
|
$ |
(37 |
) |
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or 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 Truist Credit Facility.
We elected to use the fair value option for the Truist Credit Facility 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 incurred expenses of $0.3 million, zero, and zero related to amendment costs on the Truist Credit Facility during the years ended September 30, 2025, 2024, and 2023, respectively. 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 entities 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 Truist Credit Facility 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, the 2026 Notes, the 2026 Notes-2, and the SBA debentures.
For the year ended September 30, 2025, 2024, and 2023 the Credit Facility had a net change in unrealized appreciation (depreciation) of $(0.1) million, $(4.4) million and $(3.8) million, respectively. As of September 30, 2025, 2024, and 2023, the net unrealized appreciation (depreciation) on Truist Credit Facility totaled $(1.0) million, $(1.1) million, and $(5.5) million, respectively. We use an independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 24, 2025 | Showing above |
| 2024 | Nov 26, 2024 | |
| 2023 | Dec 8, 2023 | |
| 2022 | Nov 17, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.