##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTER ENDED MARCH 31, 2012

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.)
|                                                               | 
|590 Madison Avenue, 15thFloor New York, N.Y.                   |  | 10022                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(212)-905-1000

(Registrants Telephone Number, Including Area Code)





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 and (2) has been subject to such filing requirements for the
past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted 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 and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

The number of shares of the issuers common stock, $0.001 par value, outstanding as of May 2, 2012 was 56,367,339.









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PENNANTPARK INVESTMENT CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2012

TABLE OF CONTENTS



|                                                                                                               |  |  |    | 
|-------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|PART I. CONSOLIDATED FINANCIAL INFORMATION                                                                     |  |  |    | 
|                                                                                                               | 
|Item 1. Consolidated Financial Statements                                                                      |  |  |    | 
|                                                                                                               | 
|Consolidated Statements of Assets and Liabilities as of March 31, 2012 (unaudited) and September 
30, 2011     |  |  | 2  | 
|                                                                                                               | 
|Consolidated Statements of Operations for the three and six months ended March 
31, 2012 and 2011 (unaudited)  |  |  | 3  | 
|                                                                                                               | 
|Consolidated Statements of Changes in Net Assets for the six months ended March 
31, 2012 and 2011 (unaudited) |  |  | 4  | 
|                                                                                                               | 
|Consolidated Statements of Cash Flows for the six months ended March 31, 2012 and 2011
(unaudited)             |  |  | 5  | 
|                                                                                                               | 
|Consolidated Schedules of Investments as of March 31, 2012 (unaudited) and September 30,
2011                  |  |  | 6  | 
|                                                                                                               | 
|Notes to Consolidated Financial Statements (unaudited)                                                         |  |  | 14 | 
|                                                                                                               | 
|Report of Independent Registered Public Accounting Firm                                                        |  |  | 24 | 
|                                                                                                               | 
|Item 
2. Managements Discussion and Analysis of Financial Condition and Results of Operations                 |  |  | 25 | 
|                                                                                                               | 
|Item 3. Quantitative And Qualitative Disclosures About Market Risk                                             |  |  | 33 | 
|                                                                                                               | 
|Item 4. Controls and Procedures                                                                                |  |  | 33 | 
|                                                                                                               | 
|PART II. OTHER INFORMATION                                                                                     |  |  |    | 
|                                                                                                               | 
|Item 1. Legal Proceedings                                                                                      |  |  | 34 | 
|                                                                                                               | 
|Item 1A. Risk Factors                                                                                          |  |  | 34 | 
|                                                                                                               | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                            |  |  | 34 | 
|                                                                                                               | 
|Item 3. Defaults Upon Senior Securities                                                                        |  |  | 34 | 
|                                                                                                               | 
|Item 4. Reserved                                                                                               |  |  | 34 | 
|                                                                                                               | 
|Item 5. Other Information                                                                                      |  |  | 34 | 
|                                                                                                               | 
|Item 6. Exhibits                                                                                               |  |  | 35 | 
|                                                                                                               | 
|SIGNATURES                                                                                                     |  |  | 36 | 



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PART ICONSOLIDATED FINANCIAL INFORMATION

We are filing this Form 10-Q, or the Report, in compliance with Rule 13a-13 promulgated by the Securities and Exchange Commission, or the SEC. In this
Report, we, our or us refers to PennantPark Investment Corporation and its consolidated subsidiaries unless the context suggests otherwise. PennantPark Investment refers to only PennantPark Investment
Corporation; SBIC LP or our SBIC refers to our wholly owned consolidated small business investment company, or SBIC, subsidiary, PennantPark SBIC LP, and its general partner PennantPark SBIC GP, LLC, or SBIC GP;
PennantPark Investment Advisers or Investment Adviser refers to PennantPark Investment Advisers, LLC; PennantPark Investment Administration or Administrator refers to PennantPark Investment
Administration, LLC. References to our portfolio or investments include investments we make through all our consolidated subsidiaries. References to our Subsidiaries, refers to SBIC LP, SBIC GP and the Taxable Subsidiaries.



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##### Table of Contents

|Item 1. | Consolidated Financial Statements
|------- | ---------------------------------

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES



|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                                   |  | March 
31,2012(unaudited) |             |   | September 30,2011 |  
|Assets                                                                                                                                             |  |                           |             |   |                   |   |             |  
|Investments at fair value                                                                                                                          |  |                           |             |   |                   |   |             |  
|Non-controlled, non-affiliated investments, at fair value
(cost$850,864,770 and $816,078,311, respectively)                                       |  | $                         | 838,697,179 |   |                   | $ | 773,375,381 |  
|Non-controlled, affiliated investments, at fair value
(cost$31,457,826 and $36,744,425, respectively)                                             |  |                           | 35,656,110  |   |                   |   | 40,673,133  |  
|Controlled, affiliated investments, at fair value
(cost$14,500,100 and $13,500,100, respectively)                                                 |  |                           | 14,500,002  |   |                   |   | 13,500,001  |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Total Investments, at fair value (cost$896,822,696 and $866,322,836, respectively)                                                                |  |                           | 888,853,291 |   |                   |   | 827,548,515 |  
|Cash equivalents (See Note 8)                                                                                                                      |  |                           | 26,964,225  |   |                   |   | 71,604,519  |  
|Interest receivable                                                                                                                                |  |                           | 11,013,869  |   |                   |   | 10,878,236  |  
|Receivable for investments sold                                                                                                                    |  |                           | 4,179,031   |   |                   |   | 13,118,967  |  
|Prepaid expenses and other assets                                                                                                                  |  |                           | 4,895,013   |   |                   |   | 5,587,977   |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Total assets                                                                                                                                       |  |                           | 935,905,429 |   |                   |   | 928,738,214 |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Liabilities                                                                                                                                        |  |                           |             |   |                   |   |             |  
|Distributions payable                                                                                                                              |  |                           | 15,737,924  |   |                   |   | 12,336,241  |  
|Payable for investments purchased                                                                                                                  |  |                           | 3,528,707   |   |                   |   | 18,572,499  |  
|Unfunded investments                                                                                                                               |  |                           | 16,980,269  |   |                   |   | 37,132,151  |  
|Credit facility payable (cost$158,500,000 and $240,900,000, respectively)(See Notes 5 and 10)                                                     |  |                           | 157,757,500 |   |                   |   | 238,792,125 |  
|SBA debentures payable (cost$150,000,000) (See Notes 5 and 10)                                                                                    |  |                           | 150,000,000 |   |                   |   | 150,000,000 |  
|Interest payable on credit facility and SBA debentures                                                                                             |  |                           | 937,416     |   |                   |   | 687,362     |  
|Management fee payable (See Note 3)                                                                                                                |  |                           | 4,176,894   |   |                   |   | 4,008,054   |  
|Performance-based incentive fee payable (See Note 3)                                                                                               |  |                           | 2,374,706   |   |                   |   | 3,773,829   |  
|Accrued other expenses                                                                                                                             |  |                           | 1,104,368   |   |                   |   | 778,757     |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Total liabilities                                                                                                                                  |  |                           | 352,597,784 |   |                   |   | 466,081,018 |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Net assets                                                                                                                                         |  |                           |             |   |                   |   |             |  
|Common stock, 56,206,873 and 45,689,781 shares issued and outstanding, respectively.
Par value $0.001 per share and 100,000,000 shares authorized. |  |                           | 56,207      |   |                   |   | 45,690      |  
|Paid-in capital in excess of par value                                                                                                             |  |                           | 647,530,381 |   |                   |   | 540,603,020 |  
|Undistributed net investment income                                                                                                                |  |                           | 4,551,894   |   |                   |   | 8,326,854   |  
|Accumulated net realized loss on investments                                                                                                       |  |                           | (61,603,932 | ) |                   |   | (49,651,922 | )
|Net unrealized depreciation on investments                                                                                                         |  |                           | (7,969,405  | ) |                   |   | (38,774,321 | )
|Net unrealized depreciation on credit facility                                                                                                     |  |                           | 742,500     |   |                   |   | 2,107,875   |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Total net assets                                                                                                                                   |  | $                         | 583,307,645 |   |                   | $ | 462,657,196 |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Total liabilities and net assets                                                                                                                   |  | $                         | 935,905,429 |   |                   | $ | 928,738,214 |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  
|Net asset value per share                                                                                                                          |  | $                         | 10.38       |   |                   | $ | 10.13       |  
|                                                                                                                                                   |  |                           |             |   |                   |   |             |  

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2



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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|---------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | -------------------------- | - | ---------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                                   |  | Three months ended March 31, |            |   | Six months ended March 31, |  
|                                                                                   |  | 2012                         |            |   | 2011                       |   |            | 2012 |  |   | 2011        |  
|Investment income:                                                                 |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|From non-controlled, non-affiliated investments:                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Interest                                                                           |  | $                            | 24,310,488 |   |                            | $ | 20,836,197 |      |  | $ | 48,330,912  |   |  | $ | 39,395,362  |  
|Other                                                                              |  |                              | 1,084,688  |   |                            |   | 1,233,863  |      |  |   | 2,955,202   |   |  |   | 2,080,447   |  
|From non-controlled, affiliated investments:                                       |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Interest                                                                           |  |                              | 549,594    |   |                            |   | 381,222    |      |  |   | 1,122,525   |   |  |   | 744,654     |  
|From controlled, affiliated investments:                                           |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Interest                                                                           |  |                              | 416,889    |   |                            |   | 260,167    |      |  |   | 791,778     |   |  |   | 470,167     |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Total investment income                                                            |  |                              | 26,361,659 |   |                            |   | 22,711,449 |      |  |   | 53,200,417  |   |  |   | 42,690,630  |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Expenses:                                                                          |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Base management fee (See Note 3)                                                   |  |                              | 4,178,151  |   |                            |   | 3,589,342  |      |  |   | 8,221,432   |   |  |   | 7,087,936   |  
|Performance-based incentive fee (See Note 3)                                       |  |                              | 2,374,842  |   |                            |   | 3,338,434  |      |  |   | 6,123,970   |   |  |   | 6,131,428   |  
|Interest and expenses on the credit facility and SBA debentures (See Note 10)      |  |                              | 2,736,619  |   |                            |   | 1,086,523  |      |  |   | 5,111,742   |   |  |   | 2,221,950   |  
|Administrative services expenses (See Note 3)                                      |  |                              | 808,303    |   |                            |   | 650,662    |      |  |   | 1,605,656   |   |  |   | 1,229,717   |  
|Other general and administrative expenses                                          |  |                              | 897,849    |   |                            |   | 847,668    |      |  |   | 1,740,194   |   |  |   | 1,531,027   |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Expenses before taxes and debt issuance costs                                      |  |                              | 10,995,764 |   |                            |   | 9,512,629  |      |  |   | 22,802,994  |   |  |   | 18,202,058  |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Excise tax (See Note 2)                                                            |  |                              | 245,000    |   |                            |   | 39,857     |      |  |   | 280,000     |   |  |   | 158,824     |  
|Debt issuance costs (See Note 5)                                                   |  |                              | 5,361,319  |   |                            |   |           |      |  |   | 5,361,319   |   |  |   |            |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Total expenses                                                                     |  |                              | 16,602,083 |   |                            |   | 9,552,486  |      |  |   | 28,444,313  |   |  |   | 18,360,882  |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Net investment income                                                              |  |                              | 9,759,576  |   |                            |   | 13,158,963 |      |  |   | 24,756,104  |   |  |   | 24,329,748  |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Realized and unrealized (loss) gain on investments and credit facility:            |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Net realized (loss) gain on investments                                            |  |                              | (3,922,455 | ) |                            |   | 286,452    |      |  |   | (11,952,011 | ) |  |   | 2,579,813   |  
|Net change in unrealized appreciation (depreciation) on:                           |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Non-controlled, non-affiliated investments                                         |  |                              | 22,470,558 |   |                            |   | 4,711,487  |      |  |   | 30,535,339  |   |  |   | 23,464,360  |  
|Controlled & non-controlled, affiliated investments                                |  |                              | (1,692,070 | ) |                            |   | 128,906    |      |  |   | 269,576     |   |  |   | 38,735      |  
|Credit facility unrealized (appreciation) (See Notes 5 and 10)                     |  |                              | (217,500   | ) |                            |   | (4,698,821 | )    |  |   | (1,365,375  | ) |  |   | (11,303,446 | )
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Net change in unrealized appreciation                                              |  |                              | 20,560,988 |   |                            |   | 141,572    |      |  |   | 29,439,540  |   |  |   | 12,199,649  |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Net realized and unrealized gain from investments and credit facility              |  |                              | 16,638,533 |   |                            |   | 428,024    |      |  |   | 17,487,529  |   |  |   | 14,779,462  |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Net increase in net assets resulting from operations                               |  | $                            | 26,398,109 |   |                            | $ | 13,586,987 |      |  | $ | 42,243,633  |   |  | $ | 39,109,210  |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Net increase in net assets resulting from operations per common share (See Note 7) |  | $                            | 0.50       |   |                            | $ | 0.33       |      |  | $ | 0.85        |   |  | $ | 1.01        |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  
|Net investment income per common share                                             |  | $                            | 0.18       |   |                            | $ | 0.32       |      |  | $ | 0.50        |   |  | $ | 0.63        |  
|                                                                                   |  |                              |            |   |                            |   |            |      |  |   |             |   |  |   |             |  

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



3



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)



|                                                         |  |                           |             |   |      |   |             |  
|-------------------------------------------------------- |  | ------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                         |  | Six Months
EndedMarch 31, |            
|                                                         |  | 2012                      |             |   | 2011 |  
|Net increase in net assets from operations:              |  |                           |             |   |      |   |             |  
|Net investment income                                    |  | $                         | 24,756,104  |   |      | $ | 24,329,748  |  
|Net realized (loss) gain on investments                  |  |                           | (11,952,011 | ) |      |   | 2,579,813   |  
|Net change in unrealized appreciation on investments     |  |                           | 30,804,915  |   |      |   | 23,503,095  |  
|Net change in unrealized appreciation on credit facility |  |                           | (1,365,375  | ) |      |   | (11,303,446 | )
|                                                         |  |                           |             |   |      |   |             |  
|Net increase in net assets resulting from operations     |  |                           | 42,243,633  |   |      |   | 39,109,210  |  
|                                                         |  |                           |             |   |      |   |             |  
|Distributions to stockholders:                           |  |                           |             |   |      |   |             |  
|Distributions from net investment income                 |  |                           | (28,531,062 | ) |      |   | (21,704,559 | )
|Capital share transactions:                              |  |                           |             |   |      |   |             |  
|Public offering                                          |  |                           | 109,192,500 |   |      |   | 114,080,000 |  
|Offering costs relating to public offering               |  |                           | (3,979,000  | ) |      |   | (5,743,800  | )
|Reinvestment of dividends                                |  |                           | 1,724,378   |   |      |   | 1,703,764   |  
|                                                         |  |                           |             |   |      |   |             |  
|Total increase in net assets                             |  |                           | 120,650,449 |   |      |   | 127,444,615 |  
|                                                         |  |                           |             |   |      |   |             |  
|                                                         |  |                          
|Net assets:                                              |  |                           |             |   |      |   |             |  
|Beginning of period                                      |  |                           | 462,657,196 |   |      |   | 386,575,223 |  
|End of period                                            |  | $                         | 583,307,645 |   |      | $ | 514,019,838 |  
|                                                         |  |                           |             |   |      |   |             |  
|Undistributed net investment income, at period end       |  | $                         | 4,551,894   |   |      | $ | 4,584,659   |  
|                                                         |  |                           |             |   |      |   |             |  
|                                                         |  |                          
|Capital share activity:                                  |  |                           |             |   |      |   |             |  
|Public offering                                          |  |                           | 10,350,000  |   |      |   | 9,200,000   |  
|Shares issued from reinvestment of dividends             |  |                           | 167,092     |   |      |   | 146,160     |  
|                                                         |  |                           |             |   |      |   |             |  
|Total shares issued                                      |  |                           | 10,517,092  |   |      |   | 9,346,160   |  
|                                                         |  |                           |             |   |      |   |             |  

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                                          |  |                           |              |   |      |   |              |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------------ | - | ---- | - | ------------ | -
|                                                                                                                          |  | Six Months
EndedMarch 31, |             
|                                                                                                                          |  | 2012                      |              |   | 2011 |  
|Cash flows from operating activities:                                                                                     |  |                           |              |   |      |   |              |  
|Net increase in net assets resulting from operations                                                                      |  | $                         | 42,243,633   |   |      | $ | 39,109,210   |  
|Adjustments to reconcile net increase in net assets resulting from operations to net cash (used) by operating
activities: |  |                           |              |   |      |   |              |  
|Net change in unrealized appreciation on investments                                                                      |  |                           | (30,804,915  | ) |      |   | (23,503,095  | )
|Net change in unrealized appreciation on credit facility                                                                  |  |                           | 1,365,375    |   |      |   | 11,303,446   |  
|Net realized loss (gain) on investments                                                                                   |  |                           | 11,952,011   |   |      |   | (2,579,813   | )
|Net accretion of discount and amortization of premium                                                                     |  |                           | (5,784,489   | ) |      |   | (3,219,842   | )
|Purchase of investments                                                                                                   |  |                           | (153,884,038 | ) |      |   | (196,549,024 | )
|Payment-in-kind income                                                                                                    |  |                           | (6,136,921   | ) |      |   | (5,181,586   | )
|Proceeds from dispositions of investments                                                                                 |  |                           | 118,544,142  |   |      |   | 137,107,533  |  
|(Increase) Decrease in interest receivable                                                                                |  |                           | (135,633     | ) |      |   | 1,237,227    |  
|Decrease in receivables for investments sold                                                                              |  |                           | 8,939,936    |   |      |   | 30,254,774   |  
|Decrease in prepaid expenses and other assets                                                                             |  |                           | 692,964      |   |      |   | 502,446      |  
|(Decrease) in payables for investments purchased                                                                          |  |                           | (15,043,792  | ) |      |   | (40,410,000  | )
|(Decrease) in unfunded investments                                                                                        |  |                           | (15,342,447  | ) |      |   | (3,569,562   | )
|Increase in interest payable on credit facility and SBA debentures                                                        |  |                           | 250,054      |   |      |   | 77,379       |  
|Increase in management fee payable                                                                                        |  |                           | 168,840      |   |      |   | 302,526      |  
|(Decrease) Increase in performance-based incentive fee payable                                                            |  |                           | (1,399,124   | ) |      |   | 1,099,423    |  
|Increase (Decrease) in accrued other expenses                                                                             |  |                           | 325,610      |   |      |   | (452,070     | )
|                                                                                                                          |  |                           |              |   |      |   |              |  
|Net cash (used) by operating activities                                                                                   |  |                           | (44,048,794  | ) |      |   | (54,471,028  | )
|                                                                                                                          |  |                           |              |   |      |   |              |  
|Cash flows from financing activities:                                                                                     |  |                           |              |   |      |   |              |  
|Public offering                                                                                                           |  |                           | 109,192,500  |   |      |   | 114,080,000  |  
|Offering costs related to public offering                                                                                 |  |                           | (3,979,000   | ) |      |   | (5,743,800   | )
|Distributions paid to stockholders, net of dividends reinvested                                                           |  |                           | (23,405,000  | ) |      |   | (17,115,744  | )
|Borrowings under SBA debentures (See Note 10)                                                                             |  |                           |             |   |      |   | 45,000,000   |  
|Capitalized borrowing costs                                                                                               |  |                           |             |   |      |   | (1,756,250   | )
|Borrowings under credit facility (See Note 10)                                                                            |  |                           | 695,500,000  |   |      |   | 200,300,000  |  
|Repayments under credit facility (See Note 10)                                                                            |  |                           | (777,900,000 | ) |      |   | (280,561,200 | )
|                                                                                                                          |  |                           |              |   |      |   |              |  
|Net cash (used) provided by financing activities                                                                          |  |                           | (591,500     | ) |      |   | 54,203,006   |  
|                                                                                                                          |  |                           |              |   |      |   |              |  
|Net (decrease) in cash equivalents                                                                                        |  |                           | (44,640,294  | ) |      |   | (268,022     | )
|Cash equivalents, beginning of period                                                                                     |  |                           | 71,604,519   |   |      |   | 1,814,451    |  
|                                                                                                                          |  |                           |              |   |      |   |              |  
|Cash equivalents, end of period                                                                                           |  | $                         | 26,964,225   |   |      | $ | 1,546,429    |  
|                                                                                                                          |  |                           |              |   |      |   |              |  
|                                                                                                                          |  |                          
|Supplemental disclosure of cash flow information and non-cash financing activity (See Note 5):                            |  |                           |              |   |      |   |              |  
|Interest paid                                                                                                             |  | $                         | 4,285,855    |   |      | $ | 1,826,073    |  
|                                                                                                                          |  |                           |              |   |      |   |              |  
|Income taxes paid                                                                                                         |  | $                         | 258,550      |   |      | $ | 123,824      |  
|                                                                                                                          |  |                           |              |   |      |   |              |  
|Dividends reinvested                                                                                                      |  | $                         | 1,724,378    |   |      | $ | 1,703,764    |  
|                                                                                                                          |  |                           |              |   |      |   |              |  

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2012

(Unaudited)



|                                                                                 |  |            |  |                                                                       |  |               |               |     |                                |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 
|-------------------------------------------------------------------------------- |  | ---------- |  | --------------------------------------------------------------------- |  | ------------- | ------------- | --- | ------------------------------ |  | ------- | ---------- |  |  | ----------- |  |  | --------------- | ----------- |  |  | - | ---------- | 
|Issuer Name                                                                      |  | Maturity   |  | Industry                                                              |  | CurrentCoupon |               |     | Basis PointSpreadAboveIndex(4) |  |         | Par/Shares |  |  | Cost        |  |  | Fair Value 
(3) |            
|Investments in Non-Controlled, Non-Affiliated Portfolio Companies143.8% (1),(2) |  |            |  |                                                                       |  |               |               |     |                               
|First Lien Secured Debt45.2%                                                    |  |            |  |                                                                       |  |               |               |     |                                |  |         |            |  |  |             |  |  |                 |             | 
|American Surgical Holdings, Inc.                                                 |  | 03/23/2015 |  | Healthcare, Education and Childcare                                   |  |               | 14.00         | %   |                                |  | L+1,000 | (7)        |  |  | 19,250,000  |  |  | $               | 18,783,191  |  |  | $ | 19,250,000 | 
|Brand Energy and Infrastructure Services, Inc.                                   |  | 02/07/2014 |  | Energy / Utilities                                                    |  |               | 3.76          | %   |                                |  | L+325   |            |  |  | 2,000,000   |  |  |                 | 1,677,320   |  |  |   | 1,851,000  | 
|CEVA Group PLC (5),(9)                                                           |  | 10/01/2016 |  | Logistics                                                             |  |               | 11.63         | %   |                                |  |        |            |  |  | 7,500,000   |  |  |                 | 7,341,591   |  |  |   | 7,950,000  | 
|CEVA Group PLC (5),(9)                                                           |  | 04/01/2018 |  | Logistics                                                             |  |               | 11.50         | %   |                                |  |        |            |  |  | 1,000,000   |  |  |                 | 989,464     |  |  |   | 990,000    | 
|Columbus International, Inc. (5), (9)                                            |  | 11/20/2014 |  | Communications                                                        |  |               | 11.50         | %   |                                |  |        |            |  |  | 10,000,000  |  |  |                 | 10,000,000  |  |  |   | 11,095,000 | 
|Good Sam Enterprises, LLC (5)                                                    |  | 12/01/2016 |  | Consumer Products                                                     |  |               | 11.50         | %   |                                |  |        |            |  |  | 12,000,000  |  |  |                 | 11,777,014  |  |  |   | 12,360,000 | 
|Hanley-Wood, L.L.C.                                                              |  | 01/13/2017 |  | Other Media                                                           |  |               | 8.00          | %   |                                |  | L+650   | (7)        |  |  | 1,761,727   |  |  |                 | 1,761,727   |  |  |   | 1,761,727  | 
|IDQ Holdings, Inc.(5)                                                            |  | 04/01/2017 |  | Auto Sector                                                           |  |               | 11.50         | %   |                                |  |        |            |  |  | 11,500,000  |  |  |                 | 11,270,580  |  |  |   | 11,787,500 | 
|Instant Web, Inc.                                                                |  | 08/07/2014 |  | Printing and Publishing                                               |  |               | 14.50         | %   |                                |  | L+950   | (7)        |  |  | 24,500,000  |  |  |                 | 24,015,996  |  |  |   | 24,990,000 | 
|Interactive Health Solutions, Inc.                                               |  | 10/04/2016 |  | Healthcare, Education and Childcare                                   |  |               | 11.50         | %   |                                |  | L+950   | (7)        |  |  | 18,762,500  |  |  |                 | 18,353,870  |  |  |   | 18,921,981 | 
|Jacuzzi Brands Corp.                                                             |  | 02/07/2014 |  | Home and Office Furnishings, Housewares and Durable Consumer Products |  |               | 2.61          | %   |                                |  | L+225   |            |  |  | 9,635,135   |  |  |                 | 9,635,135   |  |  |   | 5,331,438  | 
|K2 Pure Solutions NoCal, L.P.                                                    |  | 09/10/2015 |  | Chemicals, Plastics and Rubber                                        |  |               | 10.00         | %   |                                |  | P+675   | (7)        |  |  | 18,952,500  |  |  |                 | 18,097,866  |  |  |   | 18,762,975 | 
|Kadmon Pharmaceuticals, LLC                                                      |  | 10/31/2012 |  | Healthcare, Education and Childcare                                   |  |               | 15.00         | %   |                                |  | L+1,300 | (7)        |  |  | 4,981,188   |  |  |                 | 4,965,097   |  |  |   | 5,055,906  | 
|Learning Care Group, Inc.                                                        |  | 04/27/2016 |  | Education                                                             |  |               | 12.00         | %   |                                |  |        |            |  |  | 26,052,632  |  |  |                 | 25,600,462  |  |  |   | 25,466,448 | 
|Penton Media, Inc.                                                               |  | 08/01/2014 |  | Other Media                                                           |  |               | 5.00(PIK 1.00 | %%) |                                |  | L+400   | (7)        |  |  | 37,772,126  |  |  |                 | 33,106,023  |  |  |   | 29,950,160 | 
|Pre-Paid Legal Services, Inc., Tranche A                                         |  | 12/30/2016 |  | Personal, Food and Miscellaneous Services                             |  |               | 7.50          | %   |                                |  | L+600   | (7)        |  |  | 1,796,748   |  |  |                 | 1,771,633   |  |  |   | 1,733,862  | 
|Pre-Paid Legal Services, Inc., Tranche B                                         |  | 12/30/2016 |  | Personal, Food and Miscellaneous Services                             |  |               | 11.00         | %   |                                |  | L+950   | (7)        |  |  | 35,000,000  |  |  |                 | 34,053,237  |  |  |   | 33,950,000 | 
|Questex Media Group LLC (8)                                                      |  | 12/16/2012 |  | Other Media                                                           |  |               |              |     |                                |  |        |            |  |  | 133,603     |  |  |                 | 133,603     |  |  |   | 133,603    | 
|Tekelec Global Inc. (First Out)                                                  |  | 01/29/2018 |  | Telecommunications                                                    |  |               | 9.00          | %   |                                |  | L+750   | (7)        |  |  | 4,250,000   |  |  |                 | 4,187,709   |  |  |   | 4,250,000  | 
|Tekelec Global Inc. (Second Out)                                                 |  | 01/29/2018 |  | Telecommunications                                                    |  |               | 13.50         | %   |                                |  | L+1,200 | (7)        |  |  | 10,625,000  |  |  |                 | 10,320,982  |  |  |   | 10,625,000 | 
|UP Support Servives, Inc.                                                        |  | 02/08/2013 |  | Oil and Gas                                                           |  |               | 9.50(PIK 0.75 | %%) |                                |  | L+800   | (7)        |  |  | 14,319,391  |  |  |                 | 11,201,685  |  |  |   | 11,127,896 | 
|UP Support Services, Inc. (8)                                                    |  | 02/08/2013 |  | Oil and Gas                                                           |  |               |              |     |                                |  |        | (7)        |  |  | 1,916,666   |  |  |                 | 1,532,977   |  |  |   | 1,489,481  | 
|Yonkers Racing Corp. (5)                                                         |  | 07/15/2016 |  | Hotels, Motels, Inns and Gaming                                       |  |               | 11.38         | %   |                                |  |        |            |  |  | 4,500,000   |  |  |                 | 4,396,222   |  |  |   | 4,826,250  | 
|                                                                                 |  |            |  |                                                                       |  |               |               |     |                                |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 
|Total First Lien Secured Debt                                                    |  |            |  |                                                                       |  |               |               |     |                                |  |         |            |  |  | 264,973,384 |  |  |                 | 263,660,227 | 
|                                                                                 |  |            |  |                                                                       |  |               |               |     |                                |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



6



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS(Continued)

MARCH 31, 2012

(Unaudited)



|                                               |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 
|---------------------------------------------- |  | ---------- |  | ------------------------------------------- |  | ------------- | --------------- | --- | ------------------------------- |  | ------- | ---------- |  |  | ----------- |  |  | --------------- | ----------- |  |  | - | ---------- | 
|Issuer Name                                    |  | Maturity   |  | Industry                                    |  | CurrentCoupon |                 |     | Basis 
PointSpreadAboveIndex(4) |  |         | Par/Shares |  |  | Cost        |  |  | Fair Value 
(3) |            
|Second Lien Secured Debt26.8%                 |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 
|Brand Energy and Infrastructure Services, Inc. |  | 02/07/2015 |  | Energy/Utilities                            |  |               | 6.58            | %   |                                 |  | L+600   |            |  |  | 13,600,000  |  |  | $               | 13,333,203  |  |  | $ | 11,356,000 | 
|Brand Energy and Infrastructure Services, Inc. |  | 02/07/2015 |  | Energy/Utilities                            |  |               | 7.55            | %   |                                 |  | L+700   |            |  |  | 12,000,000  |  |  |                 | 11,837,896  |  |  |   | 10,392,000 | 
|DirectBuy Holdings, Inc.(5), (6)               |  | 02/01/2017 |  | Consumer Products                           |  |               | 12.00           | %   |                                 |  |        |            |  |  | 34,000,000  |  |  |                 | 31,964,124  |  |  |   | 6,460,000  | 
|Eureka Hunter Pipeline, LLC                    |  | 08/16/2018 |  | Energy/Utilities                            |  |               | 12.50(PIK 2.75  | %%) |                                 |  |        |            |  |  | 46,000,000  |  |  |                 | 45,629,410  |  |  |   | 47,495,000 | 
|Eureka Hunter Pipeline, LLC (8)                |  | 08/16/2012 |  | Energy/Utilities                            |  |               |                |     |                                 |  |        |            |  |  | 4,000,000   |  |  |                 | 3,900,000   |  |  |   | 4,130,000  | 
|Greatwide Logistics Services, L.L.C.           |  | 03/01/2014 |  | Cargo Transport                             |  |               | 11.00(PIK 11.00 | %%) |                                 |  | L+700   | (7)        |  |  | 3,018,217   |  |  |                 | 3,018,220   |  |  |   | 2,822,033  | 
|Paradigm Management Services, LLC              |  | 07/31/2017 |  | Healthcare, Education and Childcare         |  |               | 12.50           | %   |                                 |  | L+1,000 | (7)        |  |  | 20,512,821  |  |  |                 | 20,013,680  |  |  |   | 20,512,821 | 
|Questex Media Group LLC, Term Loan A           |  | 12/15/2014 |  | Other Media                                 |  |               | 9.50            | %   |                                 |  | L+650   | (7)        |  |  | 2,955,232   |  |  |                 | 2,955,232   |  |  |   | 2,742,455  | 
|Questex Media Group LLC, Term Loan B           |  | 12/15/2015 |  | Other Media                                 |  |               | 11.50(PIK 11.50 | %%) |                                 |  | L+750   | (7)        |  |  | 2,107,105   |  |  |                 | 2,107,105   |  |  |   | 1,860,574  | 
|Realogy Corp.                                  |  | 10/15/2017 |  | Buildings and Real Estate                   |  |               | 13.50           | %   |                                 |  |        |            |  |  | 10,000,000  |  |  |                 | 10,000,000  |  |  |   | 10,260,710 | 
|ROC Finance LLC and ROC Finance 1 Corp.        |  | 09/01/2018 |  | Hotels, Motels, Inns and Gaming             |  |               | 12.13           | %   |                                 |  |        |            |  |  | 16,000,000  |  |  |                 | 15,741,814  |  |  |   | 17,840,000 | 
|Sheridan Holdings, Inc.                        |  | 06/15/2015 |  | Healthcare, Education and Childcare         |  |               | 5.99            | %   |                                 |  | L+575   |            |  |  | 13,500,000  |  |  |                 | 12,046,148  |  |  |   | 13,083,755 | 
|TransFirst Holdings, Inc.                      |  | 06/15/2015 |  | Financial Services                          |  |               | 6.25            | %   |                                 |  | L+600   |            |  |  | 7,811,488   |  |  |                 | 7,468,552   |  |  |   | 7,303,741  | 
|                                               |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 
|Total Second Lien Secured Debt                 |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  | 180,015,384 |  |  |                 | 156,259,089 | 
|                                               |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 
|Subordinated Debt/Corporate Notes60.6%        |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  |             |  |  |                 |             | 
|Acentia, LLC                                   |  | 10/02/2017 |  | Electronics                                 |  |               | 13.75           | %   |                                 |  |        |            |  |  | 19,000,000  |  |  |                 | 18,525,557  |  |  |   | 18,525,000 | 
|Affinion Group Holdings, Inc.                  |  | 11/15/2015 |  | Consumer Products                           |  |               | 11.63           | %   |                                 |  |        |            |  |  | 35,552,000  |  |  |                 | 34,084,352  |  |  |   | 32,174,560 | 
|Diversitech Corporation                        |  | 01/29/2017 |  | Manufacturing/Basic Industry                |  |               | 13.50(PIK 2.00  | %%) |                                 |  |        |            |  |  | 11,000,000  |  |  |                 | 10,792,285  |  |  |   | 11,192,500 | 
|Escort, Inc.                                   |  | 06/01/2016 |  | Electronics                                 |  |               | 14.75(PIK 2.75  | %%) |                                 |  |        |            |  |  | 24,904,672  |  |  |                 | 24,350,195  |  |  |   | 24,904,672 | 
|Galls, LLC; Quartermaster Inc.                 |  | 03/31/2017 |  | Distribution                                |  |               | 13.00           | %   |                                 |  |        |            |  |  | 21,580,914  |  |  |                 | 21,152,375  |  |  |   | 21,580,914 | 
|JF Acquisition, LLC                            |  | 12/30/2017 |  | Distribution                                |  |               | 14.00(PIK 2.00  | %%) |                                 |  |        |            |  |  | 17,000,000  |  |  |                 | 16,545,371  |  |  |   | 16,575,000 | 
|Last Mile Funding, Corp.                       |  | 06/30/2016 |  | Cargo Transport                             |  |               | 14.50(PIK 2.50  | %%) |                                 |  |        |            |  |  | 45,023,152  |  |  |                 | 44,045,590  |  |  |   | 44,482,874 | 
|Learning Care Group (US) Inc.                  |  | 06/30/2016 |  | Education                                   |  |               | 15.00(PIK 15.00 | %%) |                                 |  |        |            |  |  | 4,909,506   |  |  |                 | 4,278,793   |  |  |   | 4,455,377  | 
|LTI Flexible Products, Inc.                    |  | 01/26/2017 |  | Chemical, Plastic and Rubber                |  |               | 13.88(PIK 1.88  | %%) |                                 |  |        |            |  |  | 34,262,227  |  |  |                 | 33,469,743  |  |  |   | 34,947,472 | 
|Mailsouth, Inc.                                |  | 06/15/2017 |  | Printing and Publishing                     |  |               | 14.50(PIK 2.00  | %%) |                                 |  |        |            |  |  | 15,000,000  |  |  |                 | 14,609,296  |  |  |   | 15,000,000 | 
|MedQuist, Inc.                                 |  | 10/14/2016 |  | Business Services                           |  |               | 13.00(PIK 2.00  | %%) |                                 |  |        |            |  |  | 19,000,000  |  |  |                 | 18,526,226  |  |  |   | 19,997,500 | 
|PAS Technologies, Inc.                         |  | 05/12/2017 |  | Aerospace and Defense                       |  |               | 15.02(PIK 2.02  | %%) |                                 |  |        |            |  |  | 17,123,218  |  |  |                 | 16,758,032  |  |  |   | 16,849,247 | 
|Prince Mineral Holdings Corp.                  |  | 12/03/2016 |  | Mining, Steel, Iron and Non-Precious Metals |  |               | 13.50(PIK 2.00  | %%) |                                 |  |        |            |  |  | 26,431,541  |  |  |                 | 25,961,026  |  |  |   | 26,431,541 | 
|Realogy Corp.                                  |  | 04/15/2018 |  | Buildings and Real Estate                   |  |               | 11.00           | %   |                                 |  |        |            |  |  | 10,000,000  |  |  |                 | 9,201,906   |  |  |   | 8,000,000  | 
|TRAK Acquisition Corp.                         |  | 12/29/2015 |  | Business Services                           |  |               | 15.00(PIK 2.50  | %%) |                                 |  |        |            |  |  | 12,020,950  |  |  |                 | 11,685,601  |  |  |   | 12,020,950 | 
|UP Support Services Inc.                       |  | 02/08/2015 |  | Oil and Gas                                 |  |               | 19.50(PIK 19.50 | %%) |                                 |  |        |            |  |  | 29,152,826  |  |  |                 | 29,114,234  |  |  |   | 19,532,393 | 
|Veritext Corp.                                 |  | 12/31/2015 |  | Business Services                           |  |               | 14.00(PIK 3.00  | %%) |                                 |  |        |            |  |  | 16,200,000  |  |  |                 | 15,883,636  |  |  |   | 16,200,000 | 
|Veritext Corp. (8)                             |  | 12/31/2012 |  | Business Services                           |  |               |                |     |                                 |  |        |            |  |  | 10,800,000  |  |  |                 | 10,530,000  |  |  |   | 10,800,000 | 
|                                               |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 
|Total Subordinated Debt/Corporate Notes        |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  | 359,514,218 |  |  |                 | 353,670,000 | 
|                                               |  |            |  |                                             |  |               |                 |     |                                 |  |         |            |  |  |             |  |  |                 |             |  |  |   |            | 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS(Continued)

MARCH 31, 2012

(Unaudited)



|                                                                               |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             |  |  |   |             | 
|------------------------------------------------------------------------------ |  | ---------- |  | ----------------------------------------- |  | ------------- | ---- | - | ------------------------------- |  | - | ---------- |  |  | --------- |  |  | --------------- | ----------- |  |  | - | ----------- | 
|Issuer Name                                                                    |  | Maturity   |  | Industry                                  |  | CurrentCoupon |      |   | Basis 
PointSpreadAboveIndex(4) |  |   | Par/Shares |  |  | Cost      |  |  | Fair Value 
(3) |            
|Preferred
Equity/Partnership Interests 1.3% (7)                               |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             | 
|AH Holdings, Inc.(American Surgical Holdings, Inc.)                            |  |           |  | Healthcare, Education and Childcare       |  |               | 6.00 | % |                                 |  |  |            |  |  | 211       |  |  | $               | 500,000     |  |  | $ | 623,379     | 
|AHC Mezzanine, LLC (Advanstar, Inc.)                                           |  |           |  | Other Media                               |  |               |     |   |                                 |  |  |            |  |  | 7,505     |  |  |                 | 318,896     |  |  |   |            | 
|HW Topco, Inc. (Hanley-Wood, LLC)                                              |  |           |  | Other Media                               |  |               | 8.00 | % |                                 |  |  |            |  |  | 3,591     |  |  |                 | 24,177      |  |  |   | 25,868      | 
|CI (IHS) Investment Holdings, LLC                                              |  |           |  | Healthcare, Education and Childcare       |  |               | 8.00 | % |                                 |  |  |            |  |  | 76,357    |  |  |                 | 765,307     |  |  |   | 980,762     | 
|CI (IHS) Investment Holdings, LLC(8)                                           |  |           |  | Healthcare, Education and Childcare       |  |               |     |   |                                 |  |  |            |  |  | 38,179    |  |  |                 | 382,654     |  |  |   |            | 
|PAS Tech Holdings, Inc., Series A-1(PAS Technologies, Inc.)                    |  |           |  | Aerospace and Defense                     |  |               | 8.00 | % |                                 |  |  |            |  |  | 20,000    |  |  |                 | 1,980,000   |  |  |   | 1,421,407   | 
|TZ Holdings, L.P., Series A(Trizetto Group, Inc.)                              |  |           |  | Insurance                                 |  |               |     |   |                                 |  |  |            |  |  | 686       |  |  |                 | 685,820     |  |  |   | 685,820     | 
|TZ Holdings, L.P., Series B(Trizetto Group, Inc.)                              |  |           |  | Insurance                                 |  |               | 6.50 | % |                                 |  |  |            |  |  | 1,312     |  |  |                 | 1,312,006   |  |  |   | 1,623,922   | 
|Universal Pegasus International, Inc.(UP Support Services, Inc.)               |  |           |  | Oil and Gas                               |  |               | 8.00 | % |                                 |  |  |            |  |  | 101,175   |  |  |                 | 2,738,050   |  |  |   |            | 
|Verde Parent Holdings, Inc.(VPSI, Inc.)                                        |  |           |  | Personal Transportation                   |  |               | 8.00 | % |                                 |  |  |            |  |  | 1,824,167 |  |  |                 | 1,824,167   |  |  |   | 2,061,678   | 
|                                                                               |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             |  |  |   |             | 
|Total Preferred Equity/Partnership Interests                                   |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 | 10,531,077  |  |  |   | 7,422,836   | 
|                                                                               |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             |  |  |   |             | 
|Common Equity/Warrants/Partnership
Interests9.9%(7)                           |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             |  |  |   |             | 
|Acentia, LLC, Class A Units (12)                                               |  |           |  | Electronics                               |  |               |     |   |                                 |  |  |            |  |  | 1,998     |  |  |                 | 2,000,000   |  |  |   | 2,000,000   | 
|AH Holdings, Inc.(American Surgical Holdings, Inc.) (Warrants)                 |  | 03/23/2021 |  | Healthcare, Education and Childcare       |  |               |     |   |                                 |  |  |            |  |  | 753       |  |  |                 |            |  |  |   | 2,092,725   | 
|CEA Autumn Management, L.L.C.                                                  |  |           |  | Broadcasting and Entertainment            |  |               |     |   |                                 |  |  |            |  |  | 1,333     |  |  |                 | 3,000,000   |  |  |   |            | 
|CI (Galls) Prime Investment Holdings, LLC(Galls, LLC; Quartermaster Inc.) (11) |  |           |  | Distribution                              |  |               |     |   |                                 |  |  |            |  |  | 1,505,000 |  |  |                 | 1,505,000   |  |  |   | 1,505,000   | 
|CI (IHS) Investment Holdings, LLC                                              |  |           |  | Healthcare, Education and Childcare       |  |               |     |   |                                 |  |  |            |  |  | 23,416    |  |  |                 | 234,693     |  |  |   | 300,781     | 
|CI (IHS) Investment Holdings, LLC (8)                                          |  |           |  | Healthcare, Education and Childcare       |  |               |     |   |                                 |  |  |            |  |  | 11,708    |  |  |                 | 117,346     |  |  |   |            | 
|CT Technologies Holdings, LLC                                                  |  |           |  | Business Services                         |  |               |     |   |                                 |  |  |            |  |  | 5,556     |  |  |                 | 2,277,209   |  |  |   | 6,456,840   | 
|DirectBuy Investors, L.P.                                                      |  |           |  | Consumer Products                         |  |               |     |   |                                 |  |  |            |  |  | 30,000    |  |  |                 | 1,350,000   |  |  |   |            | 
|HW Topco, Inc. (Hanley-Wood, LLC)                                              |  |           |  | Other Media                               |  |               |     |   |                                 |  |  |            |  |  | 348,912   |  |  |                 | 2,443,050   |  |  |   | 2,394,070   | 
|Kadmon Holdings, LLC, Class A                                                  |  |           |  | Healthcare, Education and Childcare       |  |               |     |   |                                 |  |  |            |  |  | 1,079,920 |  |  |                 | 1,236,832   |  |  |   | 10,802,578  | 
|Kadmon Holdings, LLC, Class D                                                  |  |           |  | Healthcare, Education and Childcare       |  |               |     |   |                                 |  |  |            |  |  | 1,079,920 |  |  |                 | 1,028,807   |  |  |   | 1,028,807   | 
|Learning Care Group (US) Inc. (Warrants)                                       |  | 04/27/2020 |  | Education                                 |  |               |     |   |                                 |  |  |            |  |  | 1,267     |  |  |                 | 779,920     |  |  |   |            | 
|Magnum Hunter Resources Corporation(Eureka Hunter Pipeline, LLC)               |  |           |  | Oil and Gas                               |  |               |     |   |                                 |  |  |            |  |  | 1,221,932 |  |  |                 | 3,239,999   |  |  |   | 7,832,584   | 
|Magnum Hunter Resources Corporation (Warrants)(Eureka Hunter Pipeline, LLC)    |  | 10/14/2013 |  | Oil and Gas                               |  |               |     |   |                                 |  |  |            |  |  | 122,193   |  |  |                 | 105,697     |  |  |   | 129,209     | 
|MidOcean JF Holdings Corp.(JF Acquisition, LLC)                                |  |           |  | Distribution                              |  |               |     |   |                                 |  |  |            |  |  | 1,700     |  |  |                 | 1,700,000   |  |  |   | 1,515,631   | 
|MidOcean PPL Holdings, Inc.(Pre-Paid Legal Services, Inc.)                     |  |           |  | Personal, Food and Miscellaneous Services |  |               |     |   |                                 |  |  |            |  |  | 3,000     |  |  |                 | 3,000,000   |  |  |   | 3,898,882   | 
|Paradigm Acquisition Corp.(Paradigm Management Services, LLC)                  |  |           |  | Healthcare, Education and Childcare       |  |               |     |   |                                 |  |  |            |  |  | 20,000    |  |  |                 | 2,000,000   |  |  |   | 2,000,000   | 
|PAS Tech Holdings, Inc.(PAS Technologies, Inc.)                                |  |           |  | Aerospace and Defense                     |  |               |     |   |                                 |  |  |            |  |  | 20,000    |  |  |                 | 20,000      |  |  |   |            | 
|QMG HoldCo, LLC, Class A(Questex Media Group, Inc.)                            |  |           |  | Other Media                               |  |               |     |   |                                 |  |  |            |  |  | 4,325     |  |  |                 | 1,306,167   |  |  |   | 2,349,899   | 
|QMG HoldCo, LLC, Class B(Questex Media Group, Inc.)                            |  |           |  | Other Media                               |  |               |     |   |                                 |  |  |            |  |  | 531       |  |  |                 |            |  |  |   | 288,508     | 
|Titan Private Holdings I, LLC  Class A(Tekelec Global, Inc.)                  |  |           |  | Telecommunications                        |  |               |     |   |                                 |  |  |            |  |  | 2,276,847 |  |  |                 | 2,274,883   |  |  |   | 2,276,847   | 
|TRAK Acquisition Corp. (Warrants)                                              |  | 12/29/2019 |  | Business Services                         |  |               |     |   |                                 |  |  |            |  |  | 3,500     |  |  |                 | 29,400      |  |  |   | 863,190     | 
|Transportation 100 Holdco, L.L.C. (10)(Greatwide
Logistics Services, L.L.C.)   |  |           |  | Cargo Transport                           |  |               |     |   |                                 |  |  |            |  |  | 137,923   |  |  |                 | 2,111,588   |  |  |   |            | 
|TZ Holdings, L.P.(Trizetto Group, Inc.)                                        |  |           |  | Insurance                                 |  |               |     |   |                                 |  |  |            |  |  | 2         |  |  |                 | 9,843       |  |  |   | 1,768,884   | 
|Universal Pegasus International, Inc.(UP Support Services, Inc.)               |  |           |  | Oil and Gas                               |  |               |     |   |                                 |  |  |            |  |  | 110,742   |  |  |                 | 1,107       |  |  |   |            | 
|Verde Parent Holdings, Inc.(VPSI, Inc.)                                        |  |           |  | Personal Transportation                   |  |               |     |   |                                 |  |  |            |  |  | 9,166     |  |  |                 | 9,166       |  |  |   | 10,359      | 
|VText Holdings, Inc. (Veritext Corp.)                                          |  |           |  | Business Services                         |  |               |     |   |                                 |  |  |            |  |  | 35,526    |  |  |                 | 4,050,000   |  |  |   | 8,170,233   | 
|                                                                               |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             |  |  |   |             | 
|Total Common Equity/Warrants/Partnership Interests                             |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 | 35,830,707  |  |  |   | 57,685,027  | 
|                                                                               |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             |  |  |   |             | 
|Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies        |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 | 850,864,770 |  |  |   | 838,697,179 | 
|                                                                               |  |            |  |                                           |  |               |      |   |                                 |  |   |            |  |  |           |  |  |                 |             |  |  |   |             | 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



8



---

##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS(Continued)

MARCH 31, 2012

(Unaudited)



|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|-------------------------------------------------------------------------- |  | ---------- |  | ----------------------------------------------------- |  | ------------- | ---------- | ----------- | ------------------------------ |  | ----- | ------------ | - |  | ---------- |  |  | -------------- | ---------- |  |  | - | ---------- | 
|Issuer Name                                                                |  | Maturity   |  | Industry                                              |  | CurrentCoupon |            |             | Basis PointSpreadAboveIndex(4) |  |       | Par /Shares  |   |  | Cost       |  |  | Fair Value (3) |           
|Investments in Non-Controlled, Affiliated Portfolio Companies6.1% (1),(2) | 
|Second Lien Secured Debt2.0%                                              | 
|EnviroSolutions, Inc.                                                      |  | 07/29/2014 |  | Environmental Services                                |  |               | 8.00       | %           |                                |  | L+600 | (7)          |   |  | 4,402,812  |  |  | $              | 4,402,812  |  |  | $ | 4,402,812  | 
|Performance, Inc.                                                          |  | 01/16/2015 |  | Leisure, Amusement Motion Pictures and Entertainment  |  |               | 7.25       | %           |                                |  | L+625 | (7)          |   |  | 8,000,000  |  |  |                | 8,000,000  |  |  |   | 7,424,000  | 
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Total Second Lien Secured Debt                                             |  |            |  | 12,402,812                                            |  |               |            | 11,826,812  |                               
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Subordinated Debt/Corporate Notes1.2%                                     | 
|Performance Holdings, Inc.                                                 |  | 07/16/2015 |  | Leisure, Amusement,                                   |  |               | 15.00      | %           |                                |  |      |              |   |  | 7,293,719  |  |  |                | 7,148,244  |  |  |   | 6,965,502  | 
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|                                                                           |  |            |  | Motion Pictures and Entertainment                     |  |               | (PIK 15.00 | %)          |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Common Equity/Partnership Interest2.9%
(6)                                | 
|EnviroSolutions, Inc.                                                      |  |           |  | Environmental Services                                |  |               |           |             |                                |  |      |              |   |  | 103,450    |  |  |                | 8,156,770  |  |  |   | 15,546,685 | 
|NCP-Performance (Performance Holdings, Inc.)                               |  |           |  | Leisure, Amusement, Motion Pictures and Entertainment |  |               |           |             |                                |  |      |              |   |  | 375,000    |  |  |                | 3,750,000  |  |  |   | 1,317,111  | 
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Total Common Equity/Partnership Interest                                   |  |            |  | 11,906,770                                            |  |               |            | 16,863,796  |                               
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|                                                                           |  |           
|Total Investments in Non-Controlled, Affiliated Portfolio Companies        |  |            |  | 31,457,826                                            |  |               |            | 35,656,110  |                               
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|                                                                           |  |           
|Investments in Controlled, Affiliated Portfolio Companies2.5% (1),(2)     |  |            |  |                                                       |  |               |            |             |                               
|First Lien Secured Debt1.8%                                               |  |            |  |                                                       |  |               |            |             |                               
|SuttonPark Holdings, Inc.                                                  |  | 06/30/2020 |  | Business Services                                     |  |               | 14.00      | %           |                                |  |      |              |   |  | 10,000,000 |  |  |                | 10,000,000 |  |  |   | 10,501,510 | 
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|                                                                           |  |           
|Subordinated Debt/Corporate Notes0.4%                                     |  |            |  |                                                       |  |               |            |             |                               
|SuttonPark Holdings, Inc.                                                  |  | 06/30/2020 |  | Business Services                                     |  |               | 14.00      | %           |                                |  |      |              |   |  | 2,500,000  |  |  |                | 2,500,000  |  |  |   | 2,273,155  | 
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|                                                                           |  |           
|Preferred Equity0.3%
(6)                                                  |  |            |  |                                                       |  |               |            |             |                               
|SuttonPark Holdings, Inc.                                                  |  |           |  | Business Services                                     |  |               | 14.00      | %           |                                |  |      |              |   |  | 2,000      |  |  |                | 2,000,000  |  |  |   | 1,725,337  | 
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|                                                                           |  |           
|Common Equity0.0%
(6)                                                     |  |            |  |                                                       |  |               |            |             |                               
|SuttonPark Holdings, Inc.                                                  |  |           |  | Business Services                                     |  |               |           |             |                                |  |      |              |   |  | 100        |  |  |                | 100        |  |  |   |           | 
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Total Investments in Controlled, Affiliated Portfolio Companies            |  |            |  |                                                       |  |               |            | 14,500,100  |                                |  |       | 14,500,002   |  
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Total Investments152.4%                                                   |  |            |  |                                                       |  |               |            | 896,822,696 |                                |  |       | 888,853,291  |  
|Cash Equivalents4.6%                                                      |  |            |  | 26,964,225                                            |  |               |            | 26,964,225  |                                |  |       | 26,964,225   |  
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Total Investments and Cash Equivalents157.0%                              |  |            |  |                                                       |  |               | $          | 923,786,921 |                                |  | $     | 915,817,516  |  
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 
|Liabilities in Excess of Other Assets(57.0%)                              |  |            |  |                                                       |  |               |            |             |                                |  |       | (332,509,871 | )
|                                                                           |  |            | 
|Net Assets100.0%                                                          |  |            |  |                                                       |  |               |            |             |                                |  | $     | 583,307,645  |  
|                                                                           |  |            |  |                                                       |  |               |            |             |                                |  |       |              |   |  |            |  |  |                |            |  |  |   |            | 



|(1) | The provisions of the Investment Company Act of 1940, as amended, or the 1940 Act, classify investments based on the level of control that we maintain in a particular
portfolio company. As defined in the 1940 Act, a company is deemed as non-controlled when we own less than 25% of a portfolio companys voting securities and controlled when we own 25% or more of a portfolio
companys voting securities.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940
Act, a company is deemed as non-affiliated when we own less than 5% of a portfolio companys voting securities and affiliated when we own 5% or more of a portfolio companys voting securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Valued based on our accounting policy (see Note 2).
|--- | ---------------------------------------------------

|(4) | Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable London Interbank Offered Rate, or
LIBOR or L, or Prime Rate, or Prime or P.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Security is exempt from registration under Rule 144A promulgated under the Securities Act of 1933, as amended, or the Securities Act. The security may be resold in
transactions that are exempt from registration, usually to qualified institutional buyers.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Non-income producing securities.
|--- | --------------------------------

|(7) | Coupon is subject to a LIBOR or Prime rate floor.
|--- | -------------------------------------------------

|(8) | Represents the purchase of a security with delayed settlement (unfunded investment). This security does not have a basis point spread above an index.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Non-U.S. company or principal place of business outside the United States.
|--- | --------------------------------------------------------------------------

|(10) | Investment is held through PNNT Transportation 100 Holdco, LLC, a consolidated subsidiary.
|---- | ------------------------------------------------------------------------------------------

|(11) | Investment is held through PNNT CI (GALLS) Prime Investments Holdings, LLC, a consolidated subsidiary.
|---- | ------------------------------------------------------------------------------------------------------

|(12) | Investment is held through PNNT Acentia, LLC, a consolidated subsidiary.
|---- | ------------------------------------------------------------------------

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



9



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2011



|                                                                                |  |            |  |                                                                   |  |               |       |       |                                |  |         |            |  |  |            |  |  |                 |             |  |  |   |             | 
|------------------------------------------------------------------------------- |  | ---------- |  | ----------------------------------------------------------------- |  | ------------- | ----- | ----- | ------------------------------ |  | ------- | ---------- |  |  | ---------- |  |  | --------------- | ----------- |  |  | - | ----------- | 
|Issuer Name                                                                     |  | Maturity   |  | Industry                                                          |  | CurrentCoupon |       |       | Basis PointSpreadAboveIndex(4) |  |         | Par/Shares |  |  | Cost       |  |  | Fair Value 
(3) |            
|Investments in Non-Controlled, Non-Affiliated Portfolio Companies167.2%(1),(2) |  |            |  |                                                                   |  |               |       |       |                               
|First Lien Secured Debt60.6%                                                   |  |            |  |                                                                   |  |               |       |       |                               
|American Surgical Holdings, Inc.                                                |  | 03/23/2015 |  | Healthcare,Education andChildcare                                 |  |               | 14.00 | %     |                                |  | L+1,000 | (8)        |  |  | 20,300,000 |  |  | $               | 19,748,930  |  |  | $ | 20,300,000  | 
|CEVA Group PLC (5), (10)                                                        |  | 10/01/2016 |  | Logistics                                                         |  |               | 11.63 | %     |                                |  |        |            |  |  | 7,500,000  |  |  |                 | 7,328,729   |  |  |   | 7,331,250   | 
|CEVA Group PLC (5), (10)                                                        |  | 04/01/2018 |  | Logistics                                                         |  |               | 11.50 | %     |                                |  |        |            |  |  | 1,000,000  |  |  |                 | 988,872     |  |  |   | 920,000     | 
|Chester Downs and Marina, LLC                                                   |  | 07/29/2016 |  | Hotels, Motels, Innsand Gaming                                    |  |               | 12.38 | %     |                                |  | L+988   | (8)        |  |  | 11,358,254 |  |  |                 | 11,024,166  |  |  |   | 11,310,924  | 
|Columbus International, Inc.(5), (10)                                           |  | 11/20/2014 |  | Communications                                                    |  |               | 11.50 | %     |                                |  |        |            |  |  | 10,000,000 |  |  |                 | 10,000,000  |  |  |   | 9,800,000   | 
|Covad Communications Group, Inc.(5)                                             |  | 11/03/2015 |  | Telecommunications                                                |  |               | 12.00 | %     |                                |  | L+1,000 | (8)        |  |  | 6,475,000  |  |  |                 | 6,362,696   |  |  |   | 6,345,500   | 
|Good Sam Enterprises, LLC (5)(f/k/a Affinity Group
Holdings Inc.)               |  | 12/01/2016 |  | Consumer Products                                                 |  |               | 11.50 | %     |                                |  |        |            |  |  | 12,000,000 |  |  |                 | 11,759,625  |  |  |   | 11,220,000  | 
|Hanley-Wood, L.L.C.                                                             |  | 03/10/2014 |  | Other Media                                                       |  |               | 2.56  | %     |                                |  | L+225   |            |  |  | 8,662,500  |  |  |                 | 8,662,500   |  |  |   | 4,222,969   | 
|Instant Web, Inc.                                                               |  | 08/07/2014 |  | Printing andPublishing                                            |  |               | 14.50 | %     |                                |  | L+950   | (8)        |  |  | 24,625,000 |  |  |                 | 24,227,464  |  |  |   | 25,683,875  | 
|Interactive Health Solutions, Inc.                                              |  | 10/04/2016 |  | Healthcare,Education andChildcare                                 |  |               | 11.50 | %     |                                |  | L+950   | (8)        |  |  | 19,000,000 |  |  |                 | 18,572,500  |  |  |   | 18,572,500  | 
|Jacuzzi Brands Corp.                                                            |  | 02/07/2014 |  | Home and OfficeFurnishings,Housewares andDurable ConsumerProducts |  |               | 2.51  | %     |                                |  | L+225   |            |  |  | 9,671,622  |  |  |                 | 9,671,622   |  |  |   | 6,866,851   | 
|K2 Pure Solutions NoCal, L.P.                                                   |  | 09/10/2015 |  | Chemicals, Plasticsand Rubber                                     |  |               | 10.00 | %     |                                |  | P+675   | (8)        |  |  | 18,952,500 |  |  |                 | 18,002,959  |  |  |   | 18,004,875  | 
|Kadmon Pharmaceuticals, LLC(f/k/a Three Rivers Pharmaceutical, L.L.C.)          |  | 10/22/2011 |  | Healthcare,Education andChildcare                                 |  |               | 15.00 | %     |                                |  | L+1,300 | (8)        |  |  | 29,066,987 |  |  |                 | 27,940,332  |  |  |   | 30,811,006  | 
|Learning Care Group, Inc.                                                       |  | 04/27/2016 |  | Education                                                         |  |               | 12.00 | %     |                                |  |        |            |  |  | 26,052,632 |  |  |                 | 25,555,967  |  |  |   | 25,401,316  | 
|Penton Media, Inc.                                                              |  | 08/01/2014 |  | Other Media                                                       |  |               | 5.00  | %(6)  |                                |  | L+400   | (8)        |  |  | 37,779,699 |  |  |                 | 32,241,162  |  |  |   | 26,130,971  | 
|Prepaid Legal Services, Inc., Tranche A                                         |  | 12/30/2016 |  | Personal, Food andMiscellaneousServices                           |  |               | 7.50  | % (6) |                                |  | L+600   | (8)        |  |  | 2,000,000  |  |  |                 | 1,970,966   |  |  |   | 1,900,000   | 
|Prepaid Legal Services, Inc., Tranche B                                         |  | 12/30/2016 |  | Personal, Food andMiscellaneousServices                           |  |               | 11.00 | %(6)  |                                |  | L+950   | (8)        |  |  | 35,000,000 |  |  |                 | 33,978,263  |  |  |   | 33,250,000  | 
|Questex Media Group LLC                                                         |  | 12/16/2012 |  | Other Media                                                       |  |               | 10.50 | %     |                                |  | L+550   | (8)        |  |  | 26,721     |  |  |                 | 26,721      |  |  |   | 26,721      | 
|Questex Media Group LLC (9)                                                     |  | 12/16/2012 |  | Other Media                                                       |  |               |      |       |                                |  |        |            |  |  | 240,485    |  |  |                 | 240,485     |  |  |   | 240,485     | 
|VPSI, Inc.                                                                      |  | 12/23/2015 |  | PersonalTransportation                                            |  |               | 12.00 | %     |                                |  | L+1,000 | (8)        |  |  | 17,302,083 |  |  |                 | 17,047,133  |  |  |   | 17,215,572  | 
|Yonkers Racing Corp. (5)                                                        |  | 07/15/2016 |  | Hotels, Motels, Innsand Gaming                                    |  |               | 11.38 | %     |                                |  |        |            |  |  | 4,500,000  |  |  |                 | 4,391,231   |  |  |   | 4,590,000   | 
|                                                                                |  |            |  |                                                                   |  |               |       |       |                                |  |         |            |  |  |            |  |  |                 |             |  |  |   |             | 
|                                                                                |  |            |  |                                                                   |  |               |      
|Total First Lien Secured Debt                                                   |  |            |  |                                                                   |  |               |       |       |                                |  |         |            |  |  |            |  |  |                 | 289,742,323 |  |  |   | 280,144,815 | 
|                                                                                |  |            |  |                                                                   |  |               |       |       |                                |  |         |            |  |  |            |  |  |                 |             |  |  |   |             | 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



10



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS(Continued)

SEPTEMBER 30, 2011



|                                               |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   |             |  |  |                 |             |  |  |   |            | 
|---------------------------------------------- |  | ---------- |  | ------------------------------------------ |  | ------------- | ----- | ----- | ------------------------------ |  | ----- | ---------- |  | - | ----------- |  |  | --------------- | ----------- |  |  | - | ---------- | 
|Issuer Name                                    |  | Maturity   |  | Industry                                   |  | CurrentCoupon |       |       | Basis PointSpreadAboveIndex(4) |  |       | Par/Shares |  |   | Cost        |  |  | Fair Value 
(3) |            
|Second Lien Secured Debt32.9%                 |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   |             |  |  |                 |             |  |  |   |            | 
|Brand Energy and Infrastructure Services, Inc. |  | 02/07/2015 |  | Energy/Utilities                           |  |               | 6.30  | %     |                                |  | L+600 |            |  |   | 13,600,000  |  |  | $               | 13,300,431  |  |  | $ | 11,832,000 | 
|Brand Energy and Infrastructure Services, Inc. |  | 02/07/2015 |  | Energy/Utilities                           |  |               | 7.33  | %     |                                |  | L+700 |            |  |   | 12,000,000  |  |  |                 | 11,821,275  |  |  |   | 10,680,000 | 
|DirectBuy Holdings, Inc.(5)                    |  | 02/01/2017 |  | Consumer Products                          |  |               | 12.00 | %     |                                |  |      |            |  |   | 34,000,000  |  |  |                 | 31,944,865  |  |  |   | 10,710,000 | 
|Eureka Hunter Pipeline, LLC                    |  | 08/16/2018 |  | Energy / Utilities                         |  |               | 12.50 | %(6)  |                                |  |      |            |  |   | 31,000,000  |  |  |                 | 31,000,000  |  |  |   | 31,000,000 | 
|Eureka Hunter Pipeline, LLC (9)                |  | 08/15/2012 |  | Energy / Utilities                         |  |               |      |       |                                |  |      |            |  |   | 19,000,000  |  |  |                 | 18,525,000  |  |  |   | 18,525,000 | 
|Greatwide Logistics Services, L.L.C.           |  | 03/01/2014 |  | Cargo Transport                            |  |               | 11.00 | %(6)  |                                |  | L+700 | (8)        |  |   | 2,860,871   |  |  |                 | 2,860,871   |  |  |   | 2,860,871  | 
|Questex Media Group LLC, Term Loan A           |  | 12/15/2014 |  | Other Media                                |  |               | 9.50  | %     |                                |  | L+650 | (8)        |  |   | 2,971,450   |  |  |                 | 2,971,450   |  |  |   | 2,692,134  | 
|Questex Media Group LLC, Term Loan B           |  | 12/15/2015 |  | Other Media                                |  |               | 11.50 | % (6) |                                |  | L+750 | (8)        |  |   | 1,990,370   |  |  |                 | 1,990,370   |  |  |   | 1,737,593  | 
|RAM Energy Resources, Inc.                     |  | 09/13/2016 |  | Oil and Gas                                |  |               | 11.00 | %     |                                |  | L+900 | (8)        |  |   | 17,000,000  |  |  |                 | 16,672,749  |  |  |   | 16,830,000 | 
|Realogy Corp.                                  |  | 10/15/2017 |  | Buildings and Real Estate                  |  |               | 13.50 | %     |                                |  |      |            |  |   | 10,000,000  |  |  |                 | 10,000,000  |  |  |   | 9,760,000  | 
|ROC Finance LLC and ROC Finance 1 Corp.        |  | 09/01/2018 |  | Hotels, Motels, Inns andGaming             |  |               | 12.13 | %     |                                |  |      |            |  |   | 16,000,000  |  |  |                 | 15,726,668  |  |  |   | 16,160,000 | 
|Sheridan Holdings, Inc.                        |  | 06/15/2015 |  | Healthcare, Education andChildcare         |  |               | 6.07  | % (6) |                                |  | L+575 |            |  |   | 13,500,000  |  |  |                 | 11,856,253  |  |  |   | 12,521,250 | 
|TransFirst Holdings, Inc.                      |  | 06/15/2015 |  | Financial Services                         |  |               | 6.24  | % (6) |                                |  | L+600 |            |  |   | 7,811,488   |  |  |                 | 7,422,480   |  |  |   | 6,756,937  | 
|                                               |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   |             |  |  |                 |             |  |  |   |            | 
|                                               |  |            |  |                                            | 
|Total Second Lien Secured Debt                 |  |            |  |                                            |  |               |       |       |                                |  |       |            |  | $ | 176,092,412 |  |  |                 | 152,065,785 | 
|                                               |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   |             |  |  |                 |             |  |  |   |            | 
|Subordinated Debt/Corporate Notes65.0%        |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   |             |  |  |                 |             |  |  |   |            | 
|Affinion Group Holdings, Inc. (5)              |  | 11/15/2015 |  | Consumer Products                          |  |               | 11.63 | %     |                                |  |      |            |  |   | 26,345,000  |  |  |                 | 26,391,240  |  |  |   | 20,285,650 | 
|Aquilex Holdings, LLC (5)                      |  | 12/15/2016 |  | Diversified /Conglomerate Services         |  |               | 11.13 | %     |                                |  |      |            |  |   | 18,885,000  |  |  |                 | 18,440,262  |  |  |   | 8,309,400  | 
|Consolidated Foundries, Inc.                   |  | 04/17/2015 |  | Aerospace and Defense                      |  |               | 14.25 | % (6) |                                |  |      |            |  |   | 8,109,468   |  |  |                 | 7,997,216   |  |  |   | 8,109,468  | 
|Diversitech Corporation                        |  | 01/29/2017 |  | Manufacturing / BasicIndustry              |  |               | 13.50 | % (6) |                                |  |      |            |  |   | 11,000,000  |  |  |                 | 10,783,491  |  |  |   | 10,780,000 | 
|Escort, Inc.                                   |  | 06/01/2016 |  | Electronics                                |  |               | 14.75 | % (6) |                                |  |      |            |  |   | 24,560,142  |  |  |                 | 23,964,150  |  |  |   | 24,314,541 | 
|Last Mile Funding, Corp.                       |  | 06/30/2016 |  | Cargo Transport                            |  |               | 14.50 | % (6) |                                |  |      |            |  |   | 44,456,391  |  |  |                 | 43,380,579  |  |  |   | 43,344,981 | 
|Learning Care Group (US) Inc.                  |  | 06/30/2016 |  | Education                                  |  |               | 15.00 | % (6) |                                |  |      |            |  |   | 4,566,982   |  |  |                 | 3,891,689   |  |  |   | 4,133,119  | 
|LTI Flexible Products, Inc.                    |  | 01/26/2017 |  | Chemical, Plastic andRubber                |  |               | 13.88 | % (6) |                                |  |      |            |  |   | 33,937,985  |  |  |                 | 33,119,280  |  |  |   | 33,768,295 | 
|Mailsouth, Inc.                                |  | 06/15/2017 |  | Printing and Publishing                    |  |               | 14.50 | % (6) |                                |  |      |            |  |   | 15,000,000  |  |  |                 | 14,579,991  |  |  |   | 14,640,000 | 
|MedQuist, Inc.                                 |  | 10/14/2016 |  | Business Services                          |  |               | 13.00 | % (6) |                                |  |      |            |  |   | 19,000,000  |  |  |                 | 18,492,685  |  |  |   | 19,950,000 | 
|PAS Technologies, Inc.                         |  | 05/12/2017 |  | Aerospace and Defense                      |  |               | 14.02 | % (6) |                                |  |      |            |  |   | 16,785,000  |  |  |                 | 16,400,403  |  |  |   | 16,600,365 | 
|Prince Mineral Holdings Corp.                  |  | 12/03/2016 |  | Mining, Steel, Iron andNon-Precious Metals |  |               | 13.50 | %(6)  |                                |  |      |            |  |   | 26,169,195  |  |  |                 | 25,667,843  |  |  |   | 25,645,811 | 
|Realogy Corp.                                  |  | 04/15/2018 |  | Buildings and Real Estate                  |  |               | 11.00 | %     |                                |  |      |            |  |   | 10,000,000  |  |  |                 | 9,159,259   |  |  |   | 7,800,000  | 
|TRAK Acquisition Corp.                         |  | 12/29/2015 |  | Business Services                          |  |               | 15.00 | % (6) |                                |  |      |            |  |   | 12,020,950  |  |  |                 | 11,683,548  |  |  |   | 11,984,887 | 
|UP Support Services Inc.                       |  | 02/08/2015 |  | Oil and Gas                                |  |               | 19.00 | % (6) |                                |  |      |            |  |   | 26,276,070  |  |  |                 | 26,063,224  |  |  |   | 24,173,984 | 
|Veritext Corp.                                 |  | 12/31/2015 |  | Business Services                          |  |               | 14.00 | % (6) |                                |  |      |            |  |   | 15,000,000  |  |  |                 | 14,686,238  |  |  |   | 15,000,000 | 
|Veritext Corp. (9)                             |  | 12/31/2012 |  | Business Services                          |  |               |      |       |                                |  |      |            |  |   | 12,000,000  |  |  |                 | 11,700,000  |  |  |   | 12,000,000 | 
|                                               |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   |             |  |  |                 |             |  |  |   |            | 
|                                               |  |            |  |                                            | 
|Total Subordinated Debt/Corporate Notes        |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   | 316,401,098 |  |  |                 | 300,840,501 | 
|                                               |  |            |  |                                            |  |               |       |       |                                |  |       |            |  |   |             |  |  |                 |             |  |  |   |            | 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



11



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS(Continued)

SEPTEMBER 30, 2011



|                                                                                           |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  |             |  |  |                 |             |  |  |   |           | 
|------------------------------------------------------------------------------------------ |  | ---------- |  | ---------------------------------------- |  | ------------- | ----- | - | ------------------------------ |  | - | ----------- |  |  | ----------- |  |  | --------------- | ----------- |  |  | - | --------- | 
|Issuer Name                                                                                |  | Maturity   |  | Industry                                 |  | CurrentCoupon |       |   | Basis PointSpreadAboveIndex(4) |  |   | Par /Shares |  |  | Cost        |  |  | Fair Value 
(3) |            
|Preferred
Equity/Partnership Interests 1.7% (7)                                           |  |            |  |                                          |  |               |       |   |                               
|AH Holdings, Inc.(American Surgical Holdings, Inc.)                                        |  |           |  | Healthcare, Education andChildcare       |  |               | 6.00  | % |                                |  |  |             |  |  | 211         |  |  | $               | 500,000     |  |  | $ | 491,004   | 
|AHC Mezzanine, LLC (Advanstar Inc.)                                                        |  |           |  | Other Media                              |  |               |      |   |                                |  |  |             |  |  | 7505        |  |  |                 | 318,896     |  |  |   |          | 
|CFHC Holdings, Inc., Class A(Consolidated Foundries, Inc.)                                 |  |           |  | Aerospace and Defense                    |  |               | 12.00 | % |                                |  |  |             |  |  | 909         |  |  |                 | 909,248     |  |  |   | 1,328,977 | 
|PAS Tech Holdings, Inc., Series A-1(PAS Technologies, Inc.)                                |  |           |  | Aerospace and Defense                    |  |               | 8.00  | % |                                |  |  |             |  |  | 20,000      |  |  |                 | 1,980,000   |  |  |   | 2,026,969 | 
|TZ Holdings, L.P., Series A (Trizetto Group, Inc.)                                         |  |           |  | Insurance                                |  |               |      |   |                                |  |  |             |  |  | 686         |  |  |                 | 685,820     |  |  |   | 685,820   | 
|TZ Holdings, L.P., Series B (Trizetto Group, Inc.)                                         |  |           |  | Insurance                                |  |               | 6.50  | % |                                |  |  |             |  |  | 1,312       |  |  |                 | 1,312,006   |  |  |   | 1,581,165 | 
|Universal Pegasus International, Inc.(UP Support Services, Inc.)                           |  |           |  | Oil and Gas                              |  |               | 8.00  | % |                                |  |  |             |  |  | 101,175     |  |  |                 | 2,738,050   |  |  |   |          | 
|Verde Parent Holdings, Inc. (VPSI, Inc.)                                                   |  |           |  | Personal Transportation                  |  |               | 8.00  | % |                                |  |  |             |  |  | 1,824,167   |  |  |                 | 1,824,167   |  |  |   | 1,911,003 | 
|                                                                                           |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  |             |  |  |                 |             |  |  |   |           | 
|                                                                                           |  |            |  |                                          | 
|Total Preferred Equity/Partnership Interests                                               |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  | 10,268,187  |  |  |                 | 8,024,938   | 
|                                                                                           |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  |             |  |  |                 |             |  |  |   |           | 
|Common Equity/Warrants/Partnership
Interests7.0%(7)                                       |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  |             |  |  |                 |             |  |  |   |           | 
|AH Holdings, Inc.(American Surgical Holdings, Inc.) (Warrants)                             |  | 03/23/2021 |  | Healthcare, Education andChildcare       |  |               |      |   |                                |  |  |             |  |  | 753         |  |  |                 |            |  |  |   |          | 
|CEA Autumn Management, L.L.C.                                                              |  |           |  | Broadcasting andEntertainment            |  |               |      |   |                                |  |  |             |  |  | 1,333       |  |  |                 | 3,000,000   |  |  |   | 280,176   | 
|CFHC Holdings, Inc. (Consolidated Foundries, Inc.)                                         |  |           |  | Aerospace and Defense                    |  |               |      |   |                                |  |  |             |  |  | 1,856       |  |  |                 | 18,556      |  |  |   | 1,443,556 | 
|CT Technologies Holdings, LLC(CT Technologies Intermediate Holdings, Inc.)                 |  |           |  | Business Services                        |  |               |      |   |                                |  |  |             |  |  | 5,556       |  |  |                 | 2,277,209   |  |  |   | 8,431,871 | 
|DirectBuy Investors, L.P.                                                                  |  |           |  | Consumer Products                        |  |               |      |   |                                |  |  |             |  |  | 30,000      |  |  |                 | 1,350,000   |  |  |   | 469,500   | 
|Kadmon Corporation, LLC, Class A(f/k/a Kadmon Holdings, LLC) (Kadmon Pharmaceuticals, LLC) |  |           |  | Healthcare, Education andChildcare       |  |               |      |   |                                |  |  |             |  |  | 1,079,920   |  |  |                 | 1,236,832   |  |  |   | 295,205   | 
|Kadmon Corporation, LLC, Class D(f/k/a Kadmon Holdings, LLC) (Kadmon Pharmaceuticals, LLC) |  |           |  | Healthcare, Education andChildcare       |  |               |      |   |                                |  |  |             |  |  | 1,079,920   |  |  |                 | 1,028,807   |  |  |   | 1,028,807 | 
|Learning Care Group (US) Inc. (Warrants)                                                   |  | 04/27/2020 |  | Education                                |  |               |      |   |                                |  |  |             |  |  | 1,267       |  |  |                 | 779,920     |  |  |   | 112,064   | 
|Magnum Hunter Resources Corporation                                                        |  |           |  | Oil and Gas                              |  |               |      |   |                                |  |  |             |  |  | 1,221,932   |  |  |                 | 3,239,999   |  |  |   | 4,044,595 | 
|Magnum Hunter Resources Corporation (Warrants)                                             |  | 10/14/2013 |  | Oil and Gas                              |  |               |      |   |                                |  |  |             |  |  | 122,193     |  |  |                 | 105,697     |  |  |   | 61,091    | 
|MidOcean PPL Holdings, Inc.(Pre-Paid LegalServices, Inc.)                                  |  |           |  | Personal, Food andMiscellaneous Services |  |               |      |   |                                |  |  |             |  |  | 3,000       |  |  |                 | 3,000,000   |  |  |   | 3,320,146 | 
|PAS Tech Holdings, Inc. (PAS Technologies, Inc.)                                           |  |           |  | Aerospace and Defense                    |  |               |      |   |                                |  |  |             |  |  | 20,000      |  |  |                 | 20,000      |  |  |   | 101,931   | 
|QMG HoldCo, LLC, Class A(Questex Media Group, Inc.)                                        |  |           |  | Other Media                              |  |               |      |   |                                |  |  |             |  |  | 4,325       |  |  |                 | 1,306,167   |  |  |   | 1,352,585 | 
|QMG HoldCo, LLC, Class B(Questex Media Group, Inc.)                                        |  |           |  | Other Media                              |  |               |      |   |                                |  |  |             |  |  | 531         |  |  |                 |            |  |  |   | 166,063   | 
|TRAK Acquisition Corp. (Warrants)                                                          |  | 12/29/2019 |  | Business Services                        |  |               |      |   |                                |  |  |             |  |  | 3,500       |  |  |                 | 29,400      |  |  |   | 577,061   | 
|Transportation 100 Holdco, L.L.C.(Greatwide Logistics Services, L.L.C.)                    |  |           |  | Cargo Transport                          |  |               |      |   |                                |  |  |             |  |  | 137,923     |  |  |                 | 2,111,588   |  |  |   | 1,521,406 | 
|TZ Holdings, L.P.(Trizetto Group, Inc.)                                                    |  |           |  | Insurance                                |  |               |      |   |                                |  |  |             |  |  | 2           |  |  |                 | 9,843       |  |  |   | 1,591,505 | 
|Universal Pegasus International, Inc.(UP Support Services, Inc.)                           |  |           |  | Oil and Gas                              |  |               |      |   |                                |  |  |             |  |  | 110,742     |  |  |                 | 1,107       |  |  |   |          | 
|Verde Parent Holdings, Inc. (VPSI, Inc.)                                                   |  |           |  | Personal Transportation                  |  |               |      |   |                                |  |  |             |  |  | 9,166       |  |  |                 | 9,166       |  |  |   |          | 
|Vtext Holdings, Inc. (Veritext Corp.)                                                      |  |           |  | Business Services                        |  |               |      |   |                                |  |  |             |  |  | 35,526      |  |  |                 | 4,050,000   |  |  |   | 7,501,780 | 
|                                                                                           |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  |             |  |  |                 |             |  |  |   |           | 
|                                                                                           |  |            |  |                                          | 
|Total Common Equity/Warrants/Partnership Interests                                         |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  | 23,574,291  |  |  |                 | 32,299,342  | 
|                                                                                           |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  |             |  |  |                 |             |  |  |   |           | 
|                                                                                           |  |            |  |                                          | 
|Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies                    |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  | 816,078,311 |  |  |                 | 773,375,381 | 
|                                                                                           |  |            |  |                                          |  |               |       |   |                                |  |   |             |  |  |             |  |  |                 |             |  |  |   |           | 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



12



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS(Continued)

SEPTEMBER 30, 2011



|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|-------------------------------------------------------------------------- |  | ---------- |  | -------------------------------------------------- |  | ------------- | ----- | ---------- | ------------------------------ |  | ----- | ----------- |  |  | ---------- | ------------ | - | -------------- | ---------- |  |  | - | ---------- | 
|Issuer Name                                                                |  | Maturity   |  | Industry                                           |  | CurrentCoupon |       |            | Basis PointSpreadAboveIndex(4) |  |       | Par /Shares |  |  | Cost       |              |   | Fair Value (3) |           
|Investments in Non-Controlled, Affiliated Portfolio Companies8.8% (1),(2) | 
|First Lien Secured Debt  1.4%                                             |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            | 
|EnviroSolutions, Inc. (9)                                                  |  | 07/29/2013 |  | Environmental Services                             |  |               |       |            |                                |  |      |             |  |  | 6,666,666  |              |   | $              | 6,666,666  |  |  | $ | 6,666,666  | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Second Lien Secured Debt2.9%                                              |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|EnviroSolutions, Inc.                                                      |  | 07/29/2014 |  | Environmental Services                             |  |               | 8.00  | %          |                                |  | L+600 | (8)         |  |  | 5,870,416  |              |   |                | 5,870,416  |  |  |   | 5,870,416  | 
|                                                                           |  |            |  |                                                    |  |               |      
|Performance, Inc.                                                          |  | 01/16/2015 |  | Leisure, AmusementMotion Picturesand Entertainment |  |               | 7.25  | %          |                                |  | L+625 | (8)         |  |  | 8,000,000  |              |   |                | 8,000,000  |  |  |   | 7,336,000  | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|                                                                           |  |            |  |                                                    |  |               |      
|Total Second Lien Secured Debt                                             |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                | 13,870,416 |  |  |   | 13,206,416 | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Subordinated Debt/Corporate Notes1.4%                                     |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |  
|Performance Holdings, Inc.                                                 |  | 07/16/2015 |  | Leisure, Amusement,                                |  |               | 15.00 | % (6)      |                                |  |      |             |  |  | 6,775,991  |              |   |                | 6,617,860  |  |  |   | 6,403,311  | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|                                                                           |  |            |  | Motion Pictures andEntertainment                   |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Common Equity/Partnership Interest3.1%
(7)                                |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |  
|EnviroSolutions, Inc.                                                      |  |           |  | Environmental Services                             |  |               |      |            |                                |  |      |             |  |  | 37,382     |              |   |                | 2,710,036  |  |  |   | 5,641,925  | 
|EnviroSolutions, Inc. (Warrants)                                           |  |           |  | Environmental Services                             |  |               |      |            |                                |  |      |             |  |  | 50,102     |              |   |                | 3,129,447  |  |  |   | 7,561,205  | 
|NCP-Performance (Performance Holdings, Inc.)                               |  |           |  | Leisure, Amusement,                                |  |               |      |            |                                |  |      |             |  |  | 375,000    |              |   |                | 3,750,000  |  |  |   | 1,193,610  | 
|                                                                           |  |            |  | Motion Pictures andEntertainment                   |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Total Common Equity/Partnership Interest                                   |  |            |  |                                                    |  |               |       |            |                                |  |       | 9,589,483   |  |  |            | 14,396,740   |  
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|                                                                           |  |            |  |                                                   
|Total Investments in Non-Controlled, Affiliated Portfolio Companies        |  |            |  |                                                    |  |               |       |            |                                |  |       | 36,744,425  |  |  |            | 40,673,133   |  
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Investments in Controlled, Affiliated Portfolio Companies2.9% (1),(2)     |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |  
|First Lien Secured Debt2.1%                                               |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |  
|SuttonPark Holdings, Inc.                                                  |  | 06/30/2020 |  | Business Services                                  |  |               | 14.00 | % (6)      |                                |  |      |             |  |  | 9,200,000  |              |   |                | 9,200,000  |  |  |   | 9,676,650  | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Subordinated Debt/Corporate Notes0.5%                                     |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |  
|SuttonPark Holdings, Inc.                                                  |  | 06/30/2020 |  | Business Services                                  |  |               | 14.00 | % (6)      |                                |  |      |             |  |  | 2,300,,000 |              |   |                | 2,300,000  |  |  |   | 2,085,357  | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Preferred Equity0.4%
(7)                                                  |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |  
|SuttonPark Holdings, Inc.                                                  |  |           |  | Business Services                                  |  |               | 14.00 | %          |                                |  |      |             |  |  | 2,000      |              |   |                | 2,000,000  |  |  |   | 1,737.994  | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Common Equity0.0%
(7)                                                     |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |  
|SuttonPark Holdings, Inc.                                                  |  |           |  | Business Services                                  |  |               |      |            |                                |  |      |             |  |  | 100        |              |   |                | 100        |  |  |   |           | 
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Total Investments in Controlled, Affiliated Portfolio Companies            |  |            |  |                                                    |  |               |       |            |                                |  |       | 13,500,100  |  |  |            | 13,500,001   |  
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Total Investments178.9%                                                   |  |            |  |                                                    |  |               |       |            |                                |  |       | 866,322,836 |  |  |            | 827,548,515  |  
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Cash Equivalents15.5%                                                     |  |            |  |                                                    |  |               |       | 71,604,519 |                                |  |       | 71,604,519  |  |  |            | 71,604,519   |  
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Total Investments and Cash Equivalents194.3%                              |  |            |  |                                                    |  |               |       |            |                                |  | $     | 937,927,355 |  |  | $          | 899,153,034  |  
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 
|Liabilities in Excess of Other Assets(94.3%)                              |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            | (436,495,838 | )
|Net Assets100.0%                                                          |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  | $          | 462,657,196  |  
|                                                                           |  |            |  |                                                    |  |               |       |            |                                |  |       |             |  |  |            |              |   |                |            |  |  |   |            | 



|(1) | The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the
1940 Act, a company is deemed as non-controlled when we own less than 25% of a portfolio companys voting securities and controlled when we own 25% or more of a portfolio companys voting securities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As
defined in the 1940 Act, a company is deemed as non-affiliated when we own less than 5% of a portfolio companys voting securities and affiliated when we own 5% or more of a portfolio companys voting securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Valued based on our accounting policy (see Note 2).
|--- | ---------------------------------------------------

|(4) | Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or Prime rate.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Security is exempt from registration under Rule 144A promulgated under the Securities Act. The security may be resold in transactions that are exempt
from registration, usually to qualified institutional buyers.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Coupon is payable in cash and/or through PIK.
|--- | ---------------------------------------------

|(7) | Non-income producing securities.
|--- | --------------------------------

|(8) | Coupon is subject to a LIBOR or Prime rate floor.
|--- | -------------------------------------------------

|(9) | Represents the purchase of a security with delayed settlement (unfunded investment). This security does not have a basis point spread above an index.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Non-U.S. company or principal place of business outside the United States.
|---- | --------------------------------------------------------------------------

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

(Unaudited)

1. ORGANIZATION

PennantPark Investment Corporation was organized as a Maryland corporation on January 11, 2007. PennantPark Investment is a
closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company, or BDC, under the 1940 Act. PennantPark Investments objective is to generate both current income and capital
appreciation through debt and equity investments. We invest primarily in U.S. middle-market companies in the form of senior secured loans, mezzanine debt and equity investments.

On April 24, 2007, we closed our initial public offering and our common stock trades on the NASDAQ Global Select Market under the
symbol PNNT. We completed our initial public offering of common stock in 2007 and issued 21.0 million shares raising $294.1 million in net proceeds. Since our initial public offering, we have sold 34.6 million shares of common
stock through follow-on public offerings, resulting in net proceeds of $347.7 million. During the three months ended March 31, 2012, we sold approximately 10.4 million shares in a follow-on public offering, resulting in net proceeds of
$105.2 million, after estimated offering costs.

We are externally managed by PennantPark Investment Advisers. PennantPark
Investment Administration provides the administrative services necessary for us to operate.

SBIC LP and its general partner,
SBIC GP, were organized in Delaware as a limited partnership and a limited liability company, respectively, in May 2010 and began operations in June 2010. SBIC LP received a license from the Small Business Administration, or SBA, to operate as
an SBIC effective July 30, 2010 under Section 301(c) of the Small Business Investment Act of 1958, or the 1958 Act. Both SBIC LP and SBIC GP are consolidated wholly owned subsidiaries of PennantPark Investment. SBIC LPs objective is
to generate both current income and capital appreciation through debt and equity investments generally, investing with us in SBA eligible businesses that meet the investment criteria used by PennantPark Investment.

PennantPark Investment, through the Investment Adviser, manages day-to-day operations of and provides investment advisory services to
SBIC LP under a separate investment management agreement. PennantPark Investment, through the Administrator, also provides similar services to SBIC LP and our controlled affiliate SuttonPark Holdings, Inc. and its subsidiaries, or SPH, under
separate administration agreements. See Note 3.

We have formed and expect to continue to form certain taxable subsidiaries,
or the Taxable Subsidiaries, which are taxed as corporations for federal income tax purposes. These Taxable Subsidiaries allow us to hold portfolio companies organized as pass-through entities and still satisfy the requirements of regulated
investment companies, or RICs, under the Internal Revenue Code of 1986, as amended, or the Code.

2. SIGNIFICANT ACCOUNTING POLICIES

The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles,
or GAAP, requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported
period. Actual results could differ from these estimates. We have eliminated all intercompany balances and transactions, if any. References to the Accounting Standards Codification, or ASC, serve as a single source of accounting literature.
Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.

Our Consolidated Financial Statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 or 10 of Regulation S-X, as appropriate. In accordance
with Article 6-09 of Regulation S-X, we have provided a Consolidated Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders Equity.

Our significant accounting policies consistently applied are as follows:

(a) Investment Valuations

Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing
services or at the bid prices obtained from at least two broker/dealers if available, or otherwise by a principal market maker or a primary market dealer. If the board of directors has a bona fide reason to believe any such market quote does not
reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. Investments of sufficient credit quality
purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value.



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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



We expect that there will not be readily available market values for many of our
investments which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy, described herein, and a consistently
applied valuation process. With respect to investments for which there is no readily available market value, the factors that the 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 and 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, we consider the pricing indicated by the external event to corroborate or revise our valuation. 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 the difference may be material. See Note 5.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not
reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:



| | (1) | Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser
responsible for the portfolio investment;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Preliminary valuation conclusions are then documented and discussed with the management of our Investment Adviser;
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (3) | Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily
available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review managements preliminary valuations in light of their own independent assessment and also in light of any
market quotations obtained from an independent pricing service, broker, dealer or market maker;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The audit committee of our board of directors reviews the preliminary valuations of our Investment Adviser and those of the independent valuation firms and responds and
supplements the valuation recommendations of the independent valuation firms to reflect any comments; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our Investment
Adviser, the respective independent valuation firms and the audit committee.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Security Transactions,
Revenue Recognition, and Realized / Unrealized Gains or Losses

Security transactions are recorded on a trade-date
basis. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or
depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investments and our senior secured revolving credit
facility, or the Credit Facility, values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with
contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not
collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, market discount or premium and deferred financing
costs are capitalized and we then accrete or amortize such amounts using the effective interest method as interest income or interest expense as it relates to our deferred financing costs. We record prepayment penalties on loans and debt investments
as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts.

Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest
is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon managements judgment. Non-accrual loans are restored to
accrual status when past due principal and interest is paid and, in managements judgment, are likely to remain current.

(c) Income Taxes

Since May 1, 2007, PennantPark Investment has complied with the requirements of Subchapter M of the
Code and expects to be subject to tax as a RIC. As a result, PennantPark Investment accounts for income taxes using the asset liability method prescribed by ASC 740, Income Taxes. Under this method, income taxes are provided for amounts currently
payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Based upon PennantPark Investments qualification and
election to be subject to tax as a RIC, we do not anticipate paying any material level of federal income taxes in the future. Although we are not subject to tax as a RIC, we have elected to retain a portion of our calendar year income and recorded
an excise tax of approximately $0.3 million and $0.2 million for the six months ended March 31, 2012 and 2011, respectively.

PennantPark Investment recognizes in its Consolidated Financial Statements the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained
upon examination. We did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25 nor did we have any unrecognized tax benefits as of the periods presented herein. Although we file federal and state tax
returns, our major tax jurisdiction is federal. Our tax returns for each of our federal tax years from 2008 to date remain subject to examination by the Internal Revenue Service and the state department of revenue.

Book and tax basis differences relating to permanent book and tax differences are reclassified among PennantPark Investments
capital accounts, as appropriate. Additionally, the tax character of distributions is determined in accordance with income tax regulations that may differ from GAAP.

We do not consolidate the Taxable Subsidiaries for income tax purposes, but we do consolidate the results of these Taxable Subsidiaries for financial reporting purposes.



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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



(d) Dividends, Distributions, and Capital Transactions

Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a dividend or
distributions determined by the board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually.

Capital transactions, in connection with our dividend reinvestment plan or through offerings of our common stock, are recorded when
issued and offering costs are charged as a reduction of capital upon issuance of our common stock.

(e) Consolidation

As permitted under Regulation S-X and as explained by ASC 946-810-45, PennantPark Investment will generally not
consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we have consolidated the results of the Subsidiaries in our
Consolidated Financial Statements.

(f) New Accounting Pronouncement

In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, or ASU 2011-04. ASU 2011-04 amends ASC 820, Fair Value Measurements, or ASC 820, by: (1) clarifying that certain concepts related to measuring the fair value apply only
to non-financial assets; (2) allowing a reporting entity to measure the fair value of a net asset or net liability position in a manner consistent with how market participants would price the position; (3) providing a framework for
selecting a premium or discount that may be applied in a fair value measurement; (4) providing that an instrument classified in a reporting entitys shareholders equity may be fair valued based on how a market participant would price
the identical instrument; and (5) expanding the qualitative and quantitative fair value disclosure requirements. These amendments are effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal
years. The amendments of ASU 2011-04, as adopted, did not have a material impact on our Consolidated Financial Statements. See Note 5.

3.
AGREEMENTS

PennantPark Investments investment management agreement, or the Investment Management Agreement, with the
Investment Adviser was re-approved by our board of directors, including a majority of our directors who are not interested persons of PennantPark Investment, in February 2012. Under the Investment Management Agreement, the Investment Adviser,
subject to the overall supervision of PennantPark Investments board of directors, manages the day-to-day operations of and provides investment advisory services to PennantPark Investment. SBIC LPs investment management agreement does not
affect the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. For providing these services, the Investment Adviser receives a fee from us consisting of two componentsa base management fee and an
incentive fee.

The base management fee is calculated at an annual rate of 2.00% of our average adjusted gross
assets (net of U.S. Treasury Bills and/or temporary draws, if any, on the Credit Facility). The base management fee is payable quarterly in arrears. The base management fee is calculated based on the average adjusted gross assets at the end of
the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For the three and six months ended March 31, 2012, the Investment Adviser earned a base
management fee of $4.2 million and $8.2 million, respectively, from us. For the three and six months ended March 31, 2011, the Investment Adviser earned a base management fee of $3.6 million and $7.1 million, respectively, from us.

The incentive fee has two parts, as follows:

One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter.
For this purpose, Pre-Incentive Fee Net Investment Income means interest income, distribution income and any other income, including any other fees other than fees for providing managerial assistance, such as commitment, origination, structuring,
diligence and consulting fees or other fees received from portfolio companies accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration
Agreement, and any interest expense and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with deferred interest feature
(such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses
or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of
1.75% per quarter (7.00% annualized). We pay the Investment Adviser an incentive fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our
Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the
hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized), and (3) 20% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are adjusted for
any share issuances or repurchases during the applicable quarter. For the three and six months ended March 31, 2012, the Investment Adviser earned an incentive fee of $2.4 million and $6.1 million, respectively, from us. For the three and six
months ended March 31, 2011, the Investment Adviser earned an incentive fee of $3.3 million and $6.1 million, respectively, from us.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and
equals 20.0% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate
amount of any previously paid capital gain incentive fees. The performance based incentive fee on capital gains due to our Investment Adviser as calculated under the Investment Management Agreement (as described above) for the three and six months
ended March 31, 2012 and March 31, 2011 resulted in no accrual.



16



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



In calculating the capital gains incentive fee accrual we considered the cumulative
aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered
in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation. If such amount
is positive at the end of a period, then we record a capital gains incentive fee equal to 20.0% of such amount, less the aggregate amount of actual capital gains related incentive fees paid in all prior years. If such amount is negative, then there
is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future.

PennantPark Investments Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of PennantPark
Investment, in February 2012. Under the Administration Agreement, PennantPark Investment Administration provides administrative services for PennantPark Investment. The Administrator provides similar services to SBIC LP under its administration
agreement with PennantPark Investment. For providing these services, facilities and personnel, PennantPark Investment reimburses the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing
its obligations under the Administration Agreement, including rent, technology systems, insurance and PennantPark Investments allocable portion of the costs of compensation and related expenses for its chief compliance officer, chief financial
officer and their respective staffs. The Administrator also offers, on PennantPark Investments behalf, managerial assistance to portfolio companies to which PennantPark Investment is required to offer such assistance. Reimbursement for certain
of these costs is included in administrative services expenses in the Consolidated Statement of Operations. For the three and six months ended March 31, 2012, the Investment Adviser and Administrator, collectively, were reimbursed $1.7 million
and $2.4 million, respectively, from us, including expenses incurred by the Investment Advisor on behalf of the Administrator, for the services described above. For the three and six months ended March 31, 2011, the Investment Adviser and
Administrator, collectively, were reimbursed $1.3 million and $1.9 million, respectively, from us, including expenses incurred by the Investment Advisor on behalf of the Administrator, for the services described above.

PennantPark Investment entered into an administration agreement with its controlled affiliate, Sutton Park Holdings, or SPH. Under the
administration agreement with SPH, or the SPH Administration Agreement, PennantPark Investment through the Administrator furnishes SPH with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities.
Additionally, the Administrator performs or oversees the performance of SPHs required administrative services, which include, among other things, maintaining financial records, preparing financial reports and filing of tax returns. Payments
under the SPH Administration Agreement are equal to an amount based upon SPHs allocable portion of the Administrators overhead in performing its obligations under the SPH Administration Agreement, including rent and allocable portion of
the cost of compensation and related expenses of our chief financial officer and his respective staffs. For the three and six months ended March 31, 2012, PennantPark Investment was reimbursed $0.3 million and $0.5 million, respectively, for
the services described above. For the three and six months ended March 31, 2011, PennantPark Investment was reimbursed $0.3 million and $0.4 million, respectively, for the services described above.



17



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



4. INVESTMENTS

Purchases of long-term investments including PIK for the three and six months ended March 31, 2012 totaled $114.0 million and $160.0 million, respectively. For the same period in the prior year,
purchases of long-term investments including PIK totaled $98.8 million and $201.7 million, respectively. Sales and repayments of long-term investments for the three and six months ended March 31, 2012 totaled $49.3 million and $118.5 million,
respectively. For the same period in the prior year, sales and repayments of long-term investments totaled $51.6 million and $137.1 million, respectively. Investments and cash equivalents consisted of the following:



|                                       |  |                |             |  |                    |   |             |      |  |   |             |  |  |   |             | 
|-------------------------------------- |  | -------------- | ----------- |  | ------------------ | - | ----------- | ---- |  | - | ----------- |  |  | - | ----------- | 
|                                       |  | March 31, 2012 |             |  | September 30, 2011 |  
|                                       |  | Cost           |             |  | Fair Value         |   |             | Cost |  |   | Fair Value  | 
|First lien                             |  | $              | 274,973,384 |  |                    | $ | 274,161,737 |      |  | $ | 305,608,989 |  |  | $ | 296,488,131 | 
|Second lien                            |  |                | 192,418,196 |  |                    |   | 168,085,901 |      |  |   | 189,962,828 |  |  |   | 165,272,201 | 
|Subordinated debt / corporate notes    |  |                | 369,162,462 |  |                    |   | 362,908,657 |      |  |   | 325,318,958 |  |  |   | 309,329,169 | 
|Preferred equity                       |  |                | 12,531,077  |  |                    |   | 9,148,173   |      |  |   | 12,268,187  |  |  |   | 9,762,932   | 
|Common equity                          |  |                | 47,737,577  |  |                    |   | 74,548,823  |      |  |   | 33,163,874  |  |  |   | 46,696,082  | 
|                                       |  |                |             |  |                    |   |             |      |  |   |             |  |  |   |             | 
|Total investments                      |  |                | 896,822,696 |  |                    |   | 888,853,291 |      |  |   | 866,322,836 |  |  |   | 827,548,515 | 
|Cash equivalents                       |  |                | 26,964,225  |  |                    |   | 26,964,225  |      |  |   | 71,604,519  |  |  |   | 71,604,519  | 
|                                       |  |                |             |  |                    |   |             |      |  |   |             |  |  |   |             | 
|Total investments and cash equivalents |  | $              | 923,786,921 |  |                    | $ | 915,817,516 |      |  | $ | 937,927,355 |  |  | $ | 899,153,034 | 
|                                       |  |                |             |  |                    |   |             |      |  |   |             |  |  |   |             | 

The table below describes investments by industry classification and enumerates the percentage, by fair
value, of the total portfolio assets (excluding cash equivalents) in such industries as of March 31, 2012 and September 30, 2011.



|                                                                      |  |               |     |   |                   |  |     |  
|--------------------------------------------------------------------- |  | ------------- | --- | - | ----------------- |  | --- | -
|Industry Classification                                               |  | March 31,2012 |     |   | September 30,2011 | 
|Healthcare, Education and Childcare                                   |  |               | 11  | % |                   |  | 10  | %
|Business Services                                                     |  |               | 10  |   |                   |  | 11  |  
|Energy / Utilities                                                    |  |               | 8   |   |                   |  | 9   |  
|Chemicals, Plastics and Rubber                                        |  |               | 6   |   |                   |  | 6   |  
|Consumer Products                                                     |  |               | 6   |   |                   |  | 5   |  
|Cargo Transport                                                       |  |               | 5   |   |                   |  | 6   |  
|Distribution                                                          |  |               | 5   |   |                   |  |    |  
|Electronics                                                           |  |               | 5   |   |                   |  | 3   |  
|Oil and Gas                                                           |  |               | 5   |   |                   |  | 5   |  
|Other Media                                                           |  |               | 5   |   |                   |  | 4   |  
|Personal, Food and Miscellaneous Services                             |  |               | 4   |   |                   |  | 5   |  
|Printing and Publishing                                               |  |               | 4   |   |                   |  | 5   |  
|Education                                                             |  |               | 3   |   |                   |  | 4   |  
|Hotels, Motels, Inns and Gaming                                       |  |               | 3   |   |                   |  | 4   |  
|Mining, Steel, Iron and Non-Precious Metals                           |  |               | 3   |   |                   |  | 3   |  
|Aerospace and Defense                                                 |  |               | 2   |   |                   |  | 4   |  
|Buildings and Real Estate                                             |  |               | 2   |   |                   |  | 2   |  
|Environmental Services                                                |  |               | 2   |   |                   |  | 3   |  
|Leisure, Amusement, Motion Pictures, Entertainment                    |  |               | 2   |   |                   |  | 2   |  
|Telecommunications                                                    |  |               | 2   |   |                   |  |    |  
|Communication                                                         |  |               | 1   |   |                   |  | 1   |  
|Home and Office Furnishings, Housewares and Durable Consumer Products |  |               | 1   |   |                   |  | 1   |  
|Logistics                                                             |  |               | 1   |   |                   |  | 1   |  
|Manufacturing / Basic Industry                                        |  |               | 1   |   |                   |  | 1   |  
|Other                                                                 |  |               | 3   |   |                   |  | 5   |  
|                                                                      |  |               |     |   |                   |  |     |  
|Total                                                                 |  |               | 100 | % |                   |  | 100 | %
|                                                                      |  |               |     |   |                   |  |     |  



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



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 and our Credit Facility are classified as Level 3. 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 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 was available. Corroborating evidence that would result in classifying these non-binding brokers/dealer bids as a Level 2 asset includes observable 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 senior secured loans, mezzanine debt and equity co-investments. The transaction price, excluding transaction costs,
is typically the best estimate of fair value at inception. Within our fair value hierarchy table, our investments are generally categorized as first lien, second lien, subordinated debt and preferred and common equity investments. The companies in
which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the
Standard & Poors system) from the national rating agencies.

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. Reclassifications impacting Level 3 of the fair value hierarchy are reported as
transfers in or out of the Level 3 category as of the end of the quarter in which the reclassifications occur. During the six months ended March 31, 2012, our ability to observe valuation inputs has resulted in no reclassification of assets
from Level 3 to 2. There were no investments transferred between Levels 1 and 2 for the same period.

In addition to using the
above inputs in cash equivalents, investments and our Credit Facility valuations, 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.

In accordance with
ASU 2011-04 and as outlined in the table below, our investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, have no corroborating evidence and may be
the result of consensus pricing. We do not adjust the bids.

The remainder of our portfolio
was valued using a market comparable or enterprise valuation technique and our long-term Credit Facility used an income approach valuation technique. With respect to investments for which there is no readily available market value, the factors that
the 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 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. 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.



|                                                                                           |  |            |  |                                      |  |                     |  |                      
|------------------------------------------------------------------------------------------ |  | ---------- |  | ------------------------------------ |  | ------------------- |  | ---------------------
|Asset Category                                                                             |  | Fair Value |  | Valuation Techniques                 |  | Unobservable Inputs |  | Range of Values/Input
|First lien, second lien, subordinated debt/corporate notes and preferred and common equity |  | 23%        |  | Market approach                      |  | Broker/Dealer bids  |  | 1 - 9                
|First lien, second lien, subordinated debt/corporate notes and preferred and common equity |  | 77%        |  | Market comparable / Enterprise value |  | EBITDA multiples    |  | 8.0x                 
|Long-Term Credit Facility                                                                  |  | 100%       |  | Market comparable / Income approach  |  | Discount rate       |  | 3.9%                 



19



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



On March 31, 2012 and September 30, 2011, our cash equivalents, investments
and our Credit Facility were categorized as follows in the fair value hierarchy for ASC 820 purposes.



|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|-------------------------------------- |  | ---------- | ----------- |  | -------------------------------- | - | ---------- | ------- |  | - | ---------- |  |  | - | ----------- | 
|                                       |  |            |             |  | Fair Value at March 31, 2012     |  
|Description                            |  | Fair Value |             |  | Level 1                          |   |            | Level 2 |  |   | Level 3    | 
|Loan and debt investments              |  | $          | 805,156,295 |  |                                  | $ |           |         |  | $ | 43,269,560 |  |  | $ | 761,886,735 | 
|Equity investments                     |  |            | 83,696,996  |  |                                  |   | 7,832,584  |         |  |   | 129,209    |  |  |   | 75,735,203  | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|Total investments                      |  |            | 888,853,291 |  |                                  |   | 7,832,584  |         |  |   | 43,398,769 |  |  |   | 837,621,938 | 
|Cash equivalents                       |  |            | 26,964,225  |  |                                  |   | 26,964,225 |         |  |   |           |  |  |   |            | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|Total investments and cash equivalents |  | $          | 915,817,516 |  |                                  | $ | 34,796,809 |         |  | $ | 43,398,769 |  |  | $ | 837,621,938 | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|Credit Facility                        |  | $          | 147,757,500 |  |                                  | $ |           |         |  | $ |           |  |  | $ | 147,757,500 | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|                                       |  |           
|                                       |  |            |             |  | Fair Value at September 30, 2011 |  
|Description                            |  | Fair Value |             |  | Level 1                          |   |            | Level 2 |  |   | Level 3    | 
|Loan and debt investments              |  | $          | 771,089,501 |  |                                  | $ |           |         |  | $ | 38,395,050 |  |  | $ | 732,694,451 | 
|Equity investments                     |  |            | 56,459,014  |  |                                  |   | 4,044,595  |         |  |   | 61,091     |  |  |   | 52,353,328  | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|Total investments                      |  |            | 827,548,515 |  |                                  |   | 4,044,595  |         |  |   | 38,456,141 |  |  |   | 785,047,779 | 
|Cash equivalents                       |  |            | 71,604,519  |  |                                  |   | 71,604,519 |         |  |   |           |  |  |   |            | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|Total investments and cash equivalents |  | $          | 899,153,034 |  |                                  | $ | 75,649,114 |         |  | $ | 38,456,141 |  |  | $ | 785,047,779 | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 
|Credit Facility                        |  | $          | 238,792,125 |  |                                  | $ |           |         |  | $ |           |  |  | $ | 238,792,125 | 
|                                       |  |            |             |  |                                  |   |            |         |  |   |            |  |  |   |             | 

The following tables show a reconciliation of the beginning and ending balances for fair valued
investments measured using significant unobservable inputs (Level 3) for the six months ended March 31, 2012 and 2011:



|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------------ | - | ----------------- | - | ---------- | ------ |  | - | ------------ | -
|                                                                                                                                                                                                                                              |  | For the six months ended March 31, 2012 |             
|Description                                                                                                                                                                                                                                   |  | Loan and debtinvestments                |              |   | Equityinvestments |   |            | Totals | 
|Beginning Balance, September 30, 2011                                                                                                                                                                                                         |  | $                                       | 732,694,451  |   |                   | $ | 52,353,328 |        |  | $ | 785,047,779  |  
|Realized gains (losses)                                                                                                                                                                                                                       |  |                                         | (4,447,450   | ) |                   |   | 2,534,403  |        |  |   | (1,913,047   | )
|Unrealized appreciation                                                                                                                                                                                                                       |  |                                         | 2,781,866    |   |                   |   | 8,545,282  |        |  |   | 11,327,148   |  
|Purchases, PIK and net discount accretion                                                                                                                                                                                                     |  |                                         | 144,094,844  |   |                   |   | 16,005,789 |        |  |   | 160,100,633  |  
|Sales / repayments                                                                                                                                                                                                                            |  |                                         | (111,542,433 | ) |                   |   | (5,398,142 | )      |  |   | (116,940,575 | )
|Exchanges                                                                                                                                                                                                                                     |  |                                         | (1,694,543   | ) |                   |   | 1,694,543  |        |  |   |             |  
|Transfers in or out of Level 3                                                                                                                                                                                                                |  |                                         |             |   |                   |   |           |        |  |   |             |  
|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  
|Ending Balance, March 31, 2012                                                                                                                                                                                                                |  | $                                       | 761,886,735  |   |                   | $ | 75,735,203 |        |  | $ | 837,621,938  |  
|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  
|Net change in unrealized appreciation for the period reported within the net change in unrealized appreciation on investments in our Consolidated Statement of Operations
attributable to our Level 3 assets still held at the reporting date |  | $                                       | 6,191,605    |   |                   | $ | 10,390,011 |        |  | $ | 16,581,616   |  
|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  



|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------------ | - | ----------------- | - | ---------- | ------ |  | - | ------------ | -
|                                                                                                                                                                                                                                              |  | For the six months ended March 31, 2011 |             
|Description                                                                                                                                                                                                                                   |  | Loan and debtinvestments                |              |   | Equityinvestments |   |            | Totals | 
|Beginning Balance, September 30, 2010                                                                                                                                                                                                         |  | $                                       | 615,236,138  |   |                   | $ | 45,137,828 |        |  | $ | 660,373,966  |  
|Realized gains                                                                                                                                                                                                                                |  |                                         | 2,579,813    |   |                   |   |           |        |  |   | 2,579,813    |  
|Unrealized appreciation                                                                                                                                                                                                                       |  |                                         | 11,465,652   |   |                   |   | 4,550,239  |        |  |   | 16,015,891   |  
|Purchases, PIK and net discount accretion                                                                                                                                                                                                     |  |                                         | 199,248,180  |   |                   |   | 5,664,360  |        |  |   | 204,912,540  |  
|Sales / repayments                                                                                                                                                                                                                            |  |                                         | (136,343,315 | ) |                   |   | (764,218   | )      |  |   | (137,107,533 | )
|Transfers in or out of Level 3                                                                                                                                                                                                                |  |                                         | (28,646,063  | ) |                   |   |           |        |  |   | (28,646,063  | )
|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  
|Ending Balance, March 31, 2011                                                                                                                                                                                                                |  | $                                       | 663,540,405  |   |                   | $ | 54,588,209 |        |  | $ | 718,128,614  |  
|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  
|Net change in unrealized appreciation for the period reported within the net change in unrealized depreciation on investments in our Consolidated Statement of Operations
attributable to our Level 3 assets still held at the reporting date |  | $                                       | 12,379,569   |   |                   | $ | 4,550,239  |        |  | $ | 16,929,808   |  
|                                                                                                                                                                                                                                              |  |                                         |              |   |                   |   |            |        |  |   |              |  



20



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



The following tables show a reconciliation of the beginning and ending balances for fair
valued liabilities measured using significant unobservable inputs (Level 3) for the six months ended March 31, 2012 and 2011.



|                                                            |  |                      |              |  
|----------------------------------------------------------- |  | -------------------- | ------------ | -
|Six months ended March 31, 2012                             |  |                      |             
|Credit Facility                                             |  | Carrying /Fair Value |             
|Beginning balance, September 30, 2011 (Cost  $240,900,000) |  | $                    | 238,792,125  |  
|Total unrealized appreciation included in earnings          |  |                      | 1,365,375    |  
|Borrowings(1)                                               |  |                      | 437,800,000  |  
|Repayments(1)                                               |  |                      | (530,200,000 | )
|Transfers in and/or out of Level 3                          |  |                      |             |  
|                                                            |  |                      |              |  
|Ending Balance, March 31, 2012 (Cost  $148,500,000)        |  |                      | 147,757,500  |  
|Temporary draw outstanding, at cost                         |  |                      | 10,000,000   |  
|                                                            |  |                      |              |  
|Total Credit Facility, March 31, 2012 (Cost  $158,500,000) |  | $                    | 157,757,500  |  
|                                                            |  |                      |              |  



|                                                            |  |                      |              |  
|----------------------------------------------------------- |  | -------------------- | ------------ | -
|Six months ended March 31, 2011                             |  |                      |             
|Credit Facility                                             |  | Carrying /Fair Value |             
|Beginning balance, September 30, 2010 (Cost  $227,900,000) |  | $                    | 213,941,125  |  
|Total unrealized appreciation included in earnings          |  |                      | 11,303,446   |  
|Borrowings(1)                                               |  |                      | 128,900,000  |  
|Repayments(1)                                               |  |                      | (205,061,200 | )
|Transfers in and/or out of Level 3                          |  |                      |             |  
|                                                            |  |                      |              |  
|Ending Balance, March 31, 2011 (Cost  $151,738,800)        |  |                      | 149,083,371  |  
|Temporary draw outstanding, at cost                         |  |                      | 1,100,000    |  
|                                                            |  |                      |              |  
|Total Credit Facility, March 31, 2011 (Cost  $152,838,800) |  | $                    | 150,183,371  |  
|                                                            |  |                      |              |  
|                                                            | 
|(1)Excludes temporary draws.                                |  |                      |              |  

We adopted 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 Credit Facility. We elected to use the fair value option for the 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 non-recurring expenses of $5.4 million, which represents the upfront fees and expenses related to the Credit
Facility. 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 on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statement of Assets and Liabilities
and changes in fair value of the Credit Facility are recorded in the Consolidated Statement of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the SBA debentures. For the three and six
months ended March 31, 2012, our Credit Facility had a net change in unrealized appreciation of $0.2 million and $1.4 million, respectively. For the three and six months ended March 31, 2011, our Credit Facility had a net change in
unrealized appreciation of $4.7 million and $11.3 million, respectively. On March 31, 2012 and September 30, 2011, net unrealized depreciation on our long-term Credit Facility totaled $0.7 million and $2.1 million, respectively.
PennantPark Investment uses a nationally recognized independent valuation service to measure the fair value of its Credit Facility in a manner consistent with the valuation process that the board of directors uses to value investments.



21



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PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



6. TRANSACTIONS WITH AFFILIATED COMPANIES

An affiliated company is a company in which we have ownership of 5% or more of the portfolio companys voting securities. A
controlled affiliate is a company in which we own 25% or more of a portfolio companys voting securities. Advances to and distributions from affiliates are included in the Consolidated Statements of Cash Flow under purchases and sales.
Transactions related to our investments with both controlled and non-controlled affiliates for the six months ended March 31, 2012 were as follows:



|                                               |  |                                 |            |  |                       |   |           |                              |  |   |                |   |  |                             |           |  |                         |   |            |  |  |   |         | 
|---------------------------------------------- |  | ------------------------------- | ---------- |  | --------------------- | - | --------- | ---------------------------- |  | - | -------------- | - |  | --------------------------- | --------- |  | ----------------------- | - | ---------- |  |  | - | ------- | 
|Name of Investment                             |  | Fair Value atSeptember 30, 2011 |            |  | Advances toAffiliates |   |           | Distributionsfrom Affiliates |  |   | IncomeReceived |   |  | Fair Value atMarch 31, 2012 |           |  | Capital Gains /(Losses) |  
|Controlled Affiliates                          |  |                                 |            |  |                       |   |           |                              |  |   |                |   |  |                             |           |  |                         |   |            |  |  |   |         | 
|SuttonPark Holdings, Inc.                      |  | $                               | 13,500,001 |  |                       | $ | 4,500,000 |                              |  | $ | (3,500,000     | ) |  | $                           | 792,744   |  |                         | $ | 14,500,002 |  |  |   |        | 
|Non-Controlled Affiliates                      |  |                                 |            |  |                       |   |           |                              |  |   |                |   |  |                             |           |  |                         |   |            |  |  |   |         | 
|Envirosolutions, Inc.                          |  |                                 | 25,740,212 |  |                       |   | 4,253,222 |                              |  |   | (4,066,676     | ) |  |                             | 303,014   |  |                         |   | 19,949,497 |  |  |   | 663,137 | 
|Performance Holdings, Inc.                     |  |                                 | 14,932,921 |  |                       |   |          |                              |  |   |               |   |  |                             | 807,728   |  |                         |   | 15,706,613 |  |  |   |        | 
|                                               |  |                                 |            |  |                       |   |           |                              |  |   |                |   |  |                             |           |  |                         |   |            |  |  |   |         | 
|Total Controlled and Non-Controlled Affiliates |  | $                               | 54,173,134 |  |                       | $ | 8,753,222 |                              |  | $ | (7,566,676     | ) |  | $                           | 1,903,486 |  |                         | $ | 50,156,112 |  |  | $ | 663,137 | 
|                                               |  |                                 |            |  |                       |   |           |                              |  |   |                |   |  |                             |           |  |                         |   |            |  |  |   |         | 

7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE

The following information sets forth the computation of basic and diluted per share net increase in net assets resulting from operations.



|                                                                                 |  |                              |            |  |                            |   |            |      |  |   |            |  |  |   |            | 
|-------------------------------------------------------------------------------- |  | ---------------------------- | ---------- |  | -------------------------- | - | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | 
|                                                                                 |  | Three months ended March 31, |            |  | Six months ended March 31, |  
|Class and Year                                                                   |  | 2012                         |            |  | 2011                       |   |            | 2012 |  |   | 2011       | 
|Numerator for net increase in net assets resulting from operations               |  | $                            | 26,398,109 |  |                            | $ | 13,586,987 |      |  | $ | 42,243,633 |  |  | $ | 39,109,210 | 
|Denominator for basic and diluted weighted average shares                        |  |                              | 53,053,201 |  |                            |   | 41,312,021 |      |  |   | 49,351,372 |  |  |   | 38,737,522 | 
|Basic and diluted net increase in net assets per share resulting from operations |  | $                            | 0.50       |  |                            | $ | 0.33       |      |  | $ | 0.85       |  |  | $ | 1.01       | 

8. CASH EQUIVALENTS

Cash equivalents represent cash pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills (of varying maturities), repurchase
agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedules of Investments. At the end of
each fiscal quarter, we may take proactive steps to preserve investment flexibility for the next quarter by investing in cash equivalents, which is dependent upon the composition of our total assets at quarter end. We may accomplish this in several
ways, including purchasing U.S. Treasury Bills and closing out positions on a net cash basis after quarter-end, temporarily drawing down on the Credit Facility, or utilizing repurchase agreements or other balance sheet transactions as are deemed
appropriate for this purpose. These amounts are excluded from adjusted gross assets for purposes of computing the Investment Advisers management fee. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued
consistent with our valuation policy. As of March 31, 2012 and September 30, 2011, cash equivalents consisted of $27.0 million and $71.6 million, including amounts in money market funds, respectively.



22



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##### Table of Contents

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

MARCH 31, 2012

(Unaudited)



9. FINANCIAL HIGHLIGHTS

Our net assets and net asset value per share on March 31, 2012 and 2011 were $583.3 million and $514.0 million, respectively, and
$10.38 and $11.30, respectively. Below are the financial highlights for the six months ended March 31, 2012 and 2011.



|                                                                           |  |                            |             |   |      |   |             |  
|-------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                           |  | Six Months Ended March 31, |            
|                                                                           |  | 2012                       |             |   | 2011 |  
|Per Share Data:                                                            |  |                            |             |   |      |   |             |  
|Net asset value, beginning of period                                       |  | $                          | 10.13       |   |      | $ | 10.69       |  
|Net investment income(1)                                                   |  |                            | 0.50        |   |      |   | 0.63        |  
|Net change in realized and unrealized gain(1)                              |  |                            | 0.35        |   |      |   | 0.38        |  
|                                                                           |  |                            |             |   |      |   |             |  
|Net increase in net assets resulting from operations(1)                    |  |                            | 0.85        |   |      |   | 1.01        |  
|Dividends to stockholders(1) (2)                                           |  |                            | (0.58       | ) |      |   | (0.56       | )
|Accretive effect of common stock issuance                                  |  |                            | 0.06        |   |      |   | 0.31        |  
|(Dilutive) effect of offering costs                                        |  |                            | (0.08       | ) |      |   | (0.15       | )
|                                                                           |  |                            |             |   |      |   |             |  
|Net asset value, end of period                                             |  | $                          | 10.38       |   |      | $ | 11.30       |  
|                                                                           |  |                            |             |   |      |   |             |  
|Per share market value, end of period                                      |  | $                          | 10.40       |   |      | $ | 11.92       |  
|Total return*(3)                                                           |  |                            | 22.89       | % |      |   | 17.33       | %
|Shares outstanding at end of period                                        |  |                            | 56,206,873  |   |      |   | 45,504,932  |  
|                                                                           |  |                            |             |   |      |   |             |  
|Ratios ** / Supplemental Data:                                             |  |                            |             |   |      |   |             |  
|Ratio of operating expenses to average net assets                          |  |                            | 6.97        | % |      |   | 7.46        | %
|Ratio of Credit Facility and SBA debentures expenses to average net assets |  |                            | 3.00        | % |      |   | 1.03        | %
|Ratio of total expenses to average net assets                              |  |                            | 9.98        | % |      |   | 8.49        | %
|Ratio of net investment income to average net assets                       |  |                            | 9.61        | % |      |   | 11.25       | %
|Net assets at end of period                                                |  | $                          | 583,307,644 |   |      | $ | 514,019,838 |  
|Average debt outstanding                                                   |  | $                          | 335,854,645 |   |      | $ | 275,352,204 |  
|Average debt per share                                                     |  | $                          | 6.81        |   |      | $ | 7.11        |  
|Portfolio turnover ratio                                                   |  |                            | 28.48       | % |      |   | 38.63       | %



|* | Not annualized for periods less than one year.
|- | ----------------------------------------------

|** | Annualized for periods less than one year.
|-- | ------------------------------------------

|(1) | Per share data are calculated based on the weighted average shares outstanding for the respective periods.
|--- | ----------------------------------------------------------------------------------------------------------

|(2) | Dividends and distributions are determined based on taxable income calculated in accordance with income tax regulations, which may differ from amounts determined under
GAAP.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Total return is based on the change in market price per share during the period and takes into account dividends and distributions, if any, reinvested in accordance
with our dividend reinvestment plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10. CREDIT FACILITY AND SBA DEBENTURES

Credit Facility

On February 21, 2012, we amended and restated our multi-currency Credit Facility, which increased the size of the Credit Facility
from $315.0 million to $380.0 million, with certain lenders and SunTrust Bank, acting as administrative agent and JPMorgan Chase Bank, N.A., as syndication agent for the lenders. As of March 31, 2012 and September 30, 2011, there was
$158.5 million (including a temporary draw of $10.0 million) and $240.9 million, respectively, in outstanding borrowings under the Credit Facility, with a weighted average interest rate at the time of 3.19% and 1.27%, exclusive of the fee on undrawn
commitments of 0.50% and 0.20%, respectively. The Credit Facility is a four-year revolving facility, with a stated maturity date of February 21, 2016, with a one-year term out period following its third year and pricing is set at 275 basis
points over LIBOR. The Credit Facility is secured by substantially all of the assets of the Company excluding assets held by our SBIC.

In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing,
excluding SBA debentures, pursuant to exemptive relief from the Securities and Exchange Commission, or SEC. For a complete list of covenants contained in the Credit Facility, see our form 8-K filed on February 22, 2012 and the Credit Facility
agreement filed as an exhibit to this form 10-Q filed on May 2, 2012. As of March 31, 2012 we were in compliance with our covenants relating to our Credit Facility.



SBA Debentures

SBIC LP is able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject
to customary regulatory requirements including but not limited to an examination by the SBA. We have funded SBIC LP with $75.0 million of equity capital, and had SBA debentures outstanding of $150.0 million. SBA debentures are non-recourse to us,
have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. SBA current
regulations limit the amount that SBIC LP may borrow to a maximum of $150.0 million, which is up to twice its potential regulatory capital. SBIC LP has accessed the maximum borrowing with its $75.0 million in regulatory capital.

As of March 31, 2012, $150.0 million in debt commitments were fully drawn with a weighted average interest rate of 3.70% exclusive
of the 3.43% in upfront fees (4.04% after upfront fees). The SBA debentures upfront fees of 3.43% consist of a commitment fee of 1.00% and an issuance at a 2.43% discount to face. Both fees are amortized over the lives of the loans. Our fixed rate
SBA debentures as of March 31, 2012 and September 30, 2011 were as follows:



|                            |  |                   |  |                           |      |   |                  |   |             | 
|--------------------------- |  | ----------------- |  | ------------------------- | ---- | - | ---------------- | - | ----------- | 
|Issuance Dates              |  | Maturity          |  | FixedAll-inCouponRate (1) |      |   | PrincipalBalance |  
|September 22, 2010          |  | September 1, 2020 |  |                           | 3.50 | % |                  | $ | 500,000     | 
|March 29, 2011              |  | March 1, 2021     |  |                           | 4.46 |   |                  |   | 44,500,000  | 
|September 21, 2011          |  | September 1, 2021 |  |                           | 3.38 |   |                  |   | 105,000,000 | 
|                            |  |                   |  |                           |      |   |                  |   |             | 
|Weighted average rate/total |  |                   |  |                           | 3.70 | % |                  | $ | 150,000,000 | 
|                            |  |                   |  |                           |      |   |                  |   |             | 



| | (1) | Excluding 3.43% of upfront fees.
| | --- | --------------------------------

Under SBA regulations, SBIC LP is subject to regulatory requirements, including making investments in SBA eligible businesses, investing at least 25% of regulatory capital in eligible smaller businesses,
as defined under the 1958 Act, placing certain limitations on the financing terms of investments, prohibiting investing in certain industries, requiring capitalization thresholds and being subject to periodic audits and examinations of its financial
statements that are prepared on a basis of accounting other than GAAP (for example, fair value, as defined under ASC 820, is not required to be used for assets or liabilities for such compliance reporting). If our SBIC subsidiary fails to comply
with applicable SBA regulations the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, declare outstanding debentures immediately due and payable and/or limit it from making new investments. These actions
by the SBA would, in turn, negatively affect us because SBIC LP is wholly owned by us. As of March 31, 2012, SBIC LP was in compliance with our requirements relating to our SBA debentures.

On June 1, 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage requirement to exclude the SBA
debentures from the calculation. Accordingly, our ratio of total assets on a consolidated basis to outstanding indebtedness may be less than 200%, which while providing increased investment flexibility, would also increase our exposure to risks
associated with leverage.

Our net asset value may decline as a result of economic conditions in the United States. Our
continued compliance with the covenants under our Credit Facility and SBA debentures depend on many factors, some of which are beyond our control. Material net asset devaluation could have a material adverse effect on our operations and could
require us to reduce our borrowings under our Credit Facility and SBA debentures in order to comply with certain covenants including the ratio of total assets to total indebtedness.

11. COMMITMENTS AND CONTINGENCIES

From time to time, we, the Investment
Adviser or the Administrator may be a party to legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal
proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. Unfunded debt investments described in the Consolidated Statement of Assets
and Liabilities represent unfunded delayed draws on investments.



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

PennantPark Investment Corporation and Subsidiaries

We have reviewed the accompanying consolidated statement of assets and liabilities of PennantPark Investment Corporation and Subsidiaries (the Company), including the consolidated schedules of
investments, as of March 31, 2012, and the consolidated statements of operations for the three and six months ended March 31, 2012 and 2011, changes in net assets, and cash flows for the six months ended March 31, 2012 and 2011. These
interim consolidated financial statements are the responsibility of the Companys management.

We conducted our review in
accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquires of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the
consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we
are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the
consolidated statement of assets and liabilities of PennantPark Investment Corporation and Subsidiaries, including the consolidated schedule of investments, as of September 30, 2011; and in our report dated November 16, 2011, we expressed
an unqualified opinion on that financial statement and schedule.



LOGO

New York, New York

May 2, 2012



24



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##### Table of Contents

|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

FORWARD-LOOKING STATEMENTS

This Report, including Managements
Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which relate to future events or our future performance or financial condition. These forward-looking
statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve risks and
uncertainties, including statements as to:



| |  |  | our future operating results;
| | - |  | -----------------------------



| |  |  | our business prospects and the prospects of our prospective portfolio companies;
| | - |  | --------------------------------------------------------------------------------



| |  |  | the dependence of our future success on the general economy and its impact on the industries in which we invest;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the impact of a protracted decline in the liquidity of credit markets on our business;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the impact of investments that we expect to make;
| | - |  | -------------------------------------------------



| |  |  | the impact of fluctuations in interest rates on our business;
| | - |  | -------------------------------------------------------------



| |  |  | our contractual arrangements and relationships with third parties;
| | - |  | ------------------------------------------------------------------



| |  |  | the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the ability of our prospective portfolio companies to achieve their objectives;
| | - |  | -------------------------------------------------------------------------------



| |  |  | our expected financings and investments;
| | - |  | ----------------------------------------



| |  |  | the adequacy of our cash resources and working capital;
| | - |  | -------------------------------------------------------



| |  |  | the timing of cash flows, if any, from the operations of our prospective portfolio companies; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

We use words such as anticipates, believes, expects,
intends, seeks, plans, estimates and similar expressions to identify forward-looking statements. You should not place undue influence on the forward looking statements as our actual results could
differ materially from those projected in the forward-looking statements for any reason.

Although we believe that the
assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important
assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or
forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved.

We have based the forward-looking statements included in this Report on information available to us on the date of this Report, and we assume no obligation to update any such forward-looking statements.
Although we undertake no obligation to revise or update any forward-looking statements in this Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make
directly to you or through reports that we in the future may file with the Securities and Exchange Commission, or SEC, including reports on Form 10-Q/K and current reports on Form 8-K.

You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, and
Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we
file under the Exchange Act.

The following analysis of our financial condition and results of operations should be read in
conjunction with our Consolidated Financial Statements and the related notes thereto contained elsewhere in this Report.

Overview

PennantPark Investment Corporation is a business development company, or BDC, whose objectives are to generate both
current income and capital appreciation through debt and equity investments primarily in U.S. middle-market companies in the form of senior secured loans, mezzanine debt and equity investments.

We believe the middle-market offers attractive risk-reward to investors due to the limited amount of
capital available for such companies. We seek to create a diversified portfolio that includes senior secured loans, mezzanine debt and equity investments by investing approximately $10 to $50 million of capital, on average, in the securities of
middle-market companies. We use the term middle-market to refer to companies with annual revenues between $50 million and $1 billion. We expect this investment size to vary proportionately with the size of our capital base. The companies
in which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under
the Standard & Poors system) from the national rating agencies. In addition, we expect our debt investments to generally range in maturity from three to ten years.

Our investment activity depends on many factors, including the amount of debt and equity capital available to middle-market companies,
the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. Turmoil in the credit markets has adversely affected each of these factors and
has resulted in a broad-based reduction in the demand for, and valuation of, middle-market debt instruments. These conditions have presented us with and may continue to offer attractive investment opportunities, as we believe that there are many
middle-market companies that need senior secured and mezzanine debt financing. We have used, and expect to continue to use, our senior secured revolving credit facility, or the Credit Facility, the SBA debentures, proceeds from the rotation of our
portfolio and proceeds from public and private offerings of securities to finance our investment objectives.



25



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##### Table of Contents

Organization and Structure of PennantPark Investment Corporation

PennantPark Investment Corporation was organized under the Maryland General Corporation Law in January 2007. We are a closed-end,
externally managed, non-diversified investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended, or the 1940 Act. As such, we are required to comply with certain regulatory requirements. For
instance, we generally have to hold at least 70% of our total assets in qualifying assets, including securities of U.S. private companies or thinly traded public companies, public companies with a market capitalization of less than $250
million, cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. In addition, for tax purposes we intend to continue to be treated as a regulated investment company, or RIC, and qualify
annually under the Internal Revenue Code of 1986, as amended, or the Code.

Our wholly owned subsidiary, SBIC LP, was
organized as a Delaware limited partnership in May 2010 and received a license from the Small Business Administration, or the SBA, to operate as a small business investment company, or SBIC, under Section 301(c) of the Small Business Investment
Company Act of 1958, as amended, or the 1958 Act, in July 2010. SBIC LPs objective is to generate both current income and capital appreciation through debt and equity investments generally, investing with us in SBA eligible businesses that
meet the investment criteria used by PennantPark Investment.

Our investment activities are managed by the Investment Adviser.
Under our investment management agreement with the Investment Adviser, or the Investment Management Agreement, we have agreed to pay our Investment Adviser an annual base management fee based on our average adjusted gross total assets as well as an
incentive fee based on our investment performance. PennantPark Investment, through the Investment Adviser, provides similar services to SBIC LP under its investment management agreement. The SBIC LP investment management agreement does not affect
the management and incentive fees on a consolidated basis. We have also entered into an administration agreement, or the Administration Agreement, with PennantPark Investment Administration LLC, or the Administrator. Under our Administration
Agreement, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable
portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs. PennantPark Investment, through the Administrator, provides similar services to SBIC LP under its
administration agreement with us. Our board of directors, a majority of whom are independent of us, and the Investment Adviser, supervise our activities.

Revenues

We generate revenue in the form of interest income on the
debt securities we hold and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of senior secured loans or mezzanine debt, typically have a term of
three to ten years and bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments provide for deferred interest payments or payment-in-kind, or PIK,
interest. The principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees
for providing managerial assistance and possibly consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as income. We record prepayment penalties on
loans and debt securities as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts.

Expenses

Our primary operating expenses include the payment of
management fees to our Investment Adviser, our allocable portion of overhead under our Administration Agreement and other operating costs as detailed below. Our management fee compensates our Investment Adviser for its work in identifying,
evaluating, negotiating, consummating and monitoring our investments. Additionally, we pay interest expense on the outstanding debt we accrue under our Credit Facility and SBA debentures. We bear all other direct or indirect costs and expenses of
our operations and transactions, including:



| |  |  | the cost of calculating our net asset value, including the cost of any third-party valuation services;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | the cost of effecting sales and repurchases of shares of our common stock and other securities;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence
and reviews of prospective investments or complimentary businesses;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expenses incurred by the Investment Adviser in performing due diligence and reviews of investments;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | transfer agent and custodial fees;
| | - |  | ----------------------------------



| |  |  | fees and expenses associated with marketing efforts;
| | - |  | ----------------------------------------------------



| |  |  | federal and state registration fees and any stock exchange listing fees;
| | - |  | ------------------------------------------------------------------------



| |  |  | federal, state and local taxes;
| | - |  | -------------------------------



| |  |  | independent directors fees and expenses;
| | - |  | -----------------------------------------



| |  |  | brokerage commissions;
| | - |  | ----------------------



| |  |  | fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | direct costs such as printing, mailing, long distance telephone and staff;
| | - |  | --------------------------------------------------------------------------



| |  |  | fees and expenses associated with independent audits and outside legal costs;
| | - |  | -----------------------------------------------------------------------------



| |  |  | costs associated with our reporting and compliance obligations under the 1940 Act, the 1958 Act and applicable federal and state securities laws; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under our
Administration Agreement that will be based upon our allocable portion of overhead, and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the
costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

During periods of asset growth, we expect our general and administrative expenses to be
relatively stable or to decline as a percentage of total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.

PORTFOLIO AND INVESTMENT ACTIVITY

As of March 31, 2012, our portfolio totaled $888.9 million and consisted of $274.2 million of senior secured loans, $168.1 million of second lien secured debt, $362.9 million of subordinated debt and
$83.7 million of preferred and common equity investments. Our portfolio consisted of 66% fixed-rate and 34% variable-rate investments (including 27% with a London Interbank Offered Rate, or LIBOR, or prime floor). On March 31, 2012, we had one
non-accrual debt investment, representing 1% of our overall portfolio on a market value basis and 4% of our overall portfolio on a cost basis. Our overall portfolio consisted of 49 companies with an average investment size of $18.1 million, had a
weighted average yield on debt investments of 13.3%, and was invested 31% in senior secured loans, 19% in second lien secured debt, 41% in subordinated debt and 9% in preferred and common equity investments.

As of September 30, 2011, our portfolio totaled $827.5 million and consisted of $296.5 million of senior secured loans, $165.3
million of second lien secured debt, $309.3 million of subordinated debt and $56.4 million of preferred and common equity investments. Our portfolio consisted of 61% fixed-rate investments and 39% variable-rate investments (including 31% with a
LIBOR or prime floor). Our overall portfolio consisted of 48 companies with an average investment size of $17.2 million, had a weighted average yield on debt investments of 13.3%, and was invested 36% in senior secured loans, 20% in second lien
secured debt, 37% in subordinated debt and 7% in preferred and common equity investments.

For the three months ended
March 31, 2012, we invested $110.9 million in five new and four existing portfolio companies with a weighted average yield on debt investments of 13.2%. Sales and repayments of long-term investments for the three months ended March 31,
2012 totaled $49.3 million. For the six months ended March 31, 2012, we invested approximately $153.9 million in six new and eleven existing portfolio companies with a weighted average yield of 14.2% on debt investments. Sales and repayments of
long-term investments totaled $118.5 million for the same period.

For the three months ended March 31, 2011, we invested
$96.6 million in four new and two existing portfolio companies with a weighted average yield on debt investments of 13.6%. Sales and repayments of long-term investments for the three months ended March 31, 2011 totaled $51.6 million. For the
six months ended March 31, 2011, we invested approximately $196.5 million in ten new and three existing portfolio companies with a weighted average yield of 14.3% on debt investments. Sales and repayments of long-term investments totaled $137.1
million for the same period.

CRITICAL ACCOUNTING POLICIES

The discussion of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. Generally Accepted Accounting
Principles, or GAAP. The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period. Actual
results could differ from these estimates. We have eliminated all intercompany balances and transactions. References to the Accounting Standards Codification, or ASC, serve as a single source of literature. Subsequent events are evaluated and
disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual
results to differ. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements.

Valuation of Portfolio Investments

Our investments generally
consist of illiquid securities including debt and equity investments. Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values
from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise by a principal market maker or a primary market dealer. If our board of directors has a bona fide reason to believe any
such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedures that it uses with respect to assets for which market quotations are not readily available. Investments
of sufficient credit quality purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value.



We expect that there may not be readily available market values
for many of our investments which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy described in this
Report and a consistently applied valuation process. With respect to investments for which there is no readily available market value, the factors that the 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 and 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, we consider the pricing indicated by the external event to corroborate or revise our valuation. 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 differ from our valuation and the differences could be material.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not
reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:



| | (1) | Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser
responsible for the portfolio investment;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Preliminary valuation conclusions are then documented and discussed with the management of our Investment Adviser;
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (3) | Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily
available or are readily available but deemed not reflective of the fair value of an investment. The independent valuation firms review managements preliminary valuations in light of its own independent assessment and also in light of any
market quotations obtained from an independent pricing service, broker, dealer or market maker;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The audit committee of our board of directors reviews the preliminary valuations of our Investment Adviser and those of the independent valuation firms and responds and
supplements the valuation recommendations of the independent valuation firms to reflect any comments; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Our board of directors discusses the valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment
Adviser, the independent valuation firms and the audit committee.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

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 and our Credit Facility are classified as Level 3. 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 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 was available. Corroborating evidence that would result in classifying these non-binding brokers/dealer bids as a Level 2 asset includes observable 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 senior secured loans, mezzanine debt and equity co-investments. The transaction price, excluding transaction costs,
is typically the best estimate of fair value at inception. Within our fair value hierarchy table, our investments are generally categorized as first lien, second lien, subordinated debt and preferred and common equity investments. The companies in
which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the
Standard & Poors system) from the national rating agencies.

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. Reclassifications impacting Level 3 of the fair value hierarchy are reported as
transfers in or out of the Level 3 category as of the end of the quarter in which the reclassifications occur. During the six months ended March 31, 2012, our ability to observe valuation inputs has resulted in no reclassification of assets
from Level 3 to 2. There were no investments transferred between Levels 1 and 2 for the same period.

In addition to using the
above inputs in cash equivalents, investments and our Credit Facility valuations, 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.

In accordance with
ASU 2011-04 and as outlined in the table below, our investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, have no corroborating evidence and may be
the result of consensus pricing. We do not adjust the bids.

The remainder of our portfolio was valued using a market
comparable or enterprise valuation technique and our long-term Credit Facility used an income approach valuation technique. With respect to investments for which there is no readily available market value, the factors that the 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 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. 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.



|                                                                                           |  |            |  |                                      |  |                     |  |                     
|------------------------------------------------------------------------------------------ |  | ---------- |  | ------------------------------------ |  | ------------------- |  | --------------------
|Asset
Category                                                                             |  | Fair Value |  | Valuation Techniques                 |  | Unobservable Inputs |  | Range ofValues/Input
|First lien, second lien, subordinated debt/corporate notes and preferred and common equity |  | 23%        |  | Market approach                      |  | Broker/Dealer bids  |  | 1 - 9               
|                                                                                           |  |            |  |                                     
|First lien, second lien, subordinated debt/corporate notes and preferred and common equity |  | 77%        |  | Market comparable / Enterprise value |  | EBITDA multiples    |  | 8.0x                
|                                                                                           |  |            |  |                                     
|Long-Term Credit Facility                                                                  |  | 100%       |  | Market comparable / Income approach  |  | Discount rate       |  | 3.9%                



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##### Table of Contents

The carrying value of our selected financial liabilities approximates fair value. We adopted
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 Credit Facility. We elected to use the fair value option for the
Credit Facility to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. 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 on its earnings. ASC
825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statement of Assets and Liabilities and changes in fair value of the Credit Facility are recorded in the Consolidated
Statement of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities including the SBA debentures. For the three and six months ended March 31, 2012 and 2011, our Credit Facility had a net change in
unrealized appreciation of $0.2 million and $1.4 million and $4.7 million and $11.3 million, respectively. As of March 31, 2012 and September 30, 2011, net unrealized depreciation on our Credit Facility totaled $0.7 million and $2.1
million, respectively. We use a nationally recognized independent valuation service to measure the fair value of our Credit Facility in a manner consistent with the valuation process that the board of directors uses to value investments.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest which represents contractual interest
accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest
on loans and debt investments if we determine that it is probable that we will not be able to collect such interest. Loan origination fees, original issue discount, market discount or premium and deferred financing costs on our debt are capitalized,
and we then amortize such amounts as interest income or expense as applicable. We record contractual prepayment premiums on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to
the extent that we expect to collect such amounts.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or
Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale
and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change
in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Payment-in-Kind Interest

We have investments in our portfolio which contain a PIK interest provision. PIK interest is added to the principal balance of the investment and is recorded as income. For us to maintain our status as a
RIC, substantially all of this income must be paid out to stockholders in the form of dividends, even though we have not collected any cash with respect to PIK securities.

Federal Income Taxes

We operate so as to qualify to maintain our
election to be taxed as a RIC under Subchapter M of the Code and intend to continue to do so. To maintain RIC tax benefits, we must, among other requirements, meet certain source-of-income and quarterly asset diversification requirements (as
described below). We also must annually distribute dividends of at least 90% of the sum of our ordinary income and realized net short-term capital gains, if any, out of the assets legally available for distribution. Although not required for us to
maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we may distribute during each calendar year an amount at least equal to the sum of (1) 98% of our ordinary income for the
calendar year, (2) 98.2% of our realized net capital gains for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such
years. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we have
retained and may continue to retain such net capital gains or ordinary income to provide us with additional liquidity.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment
income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character.
Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.



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##### Table of Contents

RESULTS OF OPERATIONS

Set forth below are the results of operations for the three and six months ended March 31, 2012 and 2011, respectively.

Investment Income

Investment income for the three and six months
ended March 31, 2012 was $26.4 million and $53.2 million, respectively, and was attributable to $9.4 million and $20.7 million from senior secured loans, $4.4 million and $8.5 million from second lien secured debt investments, and $12.6 million
and $24.0 million from subordinated debt investments, respectively. This compares to investment income for the three and six months ended March 31, 2011, which was $22.7 million and $42.7 million, respectively, and was primarily attributable to
$8.0 million and $15.1 million from senior secured loans, $2.8 million and $6.0 million from second lien secured debt investments and $8.6 million and $16.3 million from subordinated debt investments, respectively. The increase in investment income
compared with the same period in the prior year is due to the growth of our portfolio, which is the result of deploying both equity from our follow-on offering and debt capital raised during the period.

Expenses

Expenses for the three and six months ended March 31, 2012, totaled $16.6 million and $28.4 million, respectively. Base management
fee for the same respective periods totaled $4.2 million and $8.2 million, performance-based incentive fees totaled $2.4 million and $6.1 million, Credit Facility and SBA debentures expenses (excluding the $5.4 million upfront fees
associated with amending and extending our Credit Facility) totaled $2.7 million and $5.1 million, general and administrative expenses totaled $1.7 million and $3.3 million and excise taxes totaled $0.2 million and $0.3 million. This compares to
expenses for the three and six months ended March 31, 2011, which totaled $9.6 million and $18.4 million, respectively. Base management fee for the same respective periods totaled $3.6 million and $7.1 million, performance-based incentive
fees totaled $3.3 million and $6.1 million, Credit Facility and SBA debentures expense totaled $1.1 million and $2.2 million, and general and administrative expenses totaled $1.5 million and $2.8 million, respectively, and excise tax for
the six months ended March 31, 2011 totaled $0.2 million. The increase in expenses compared with the same period in the prior year is due to the growth of the portfolio and net investment income as well as the costs associated with amending and
extended our Credit Facility. We expect the interest expense associated with our amended Credit Facility to be higher going forward resulting from an increase in the spread on the Credit Facility.

Net Investment Income

Net investment income totaled $9.8 million and $24.8 million, or $0.18 and $0.50 per share, for the three and six months ended March 31, 2012, respectively. For the same respective periods in the
prior year, net investment income totaled $13.2 million and $24.3 million, or $0.32 and $0.63 per share. The decrease in per share net investment income over the periods was primarily the result of upfront expenses associated with amending our
Credit Facility.

Net Realized Gains or Losses

Sales and repayments of long-term investments for the three and six months ended March 31, 2012 totaled $49.3 million and $118.5 million and realized losses totaled $3.9 million and $12.0 million,
respectively, due to sales and refinancing of our debt investments. Sales and repayments of long-term investments for the three and six months ended March 31, 2011 totaled $51.6 million and $137.1 million and realized gains totaled $0.3 million
and $2.6 million, respectively, due to sales of lower yielding investments and refinancing of our debt investments.

Unrealized
Appreciation or Depreciation on Investments and Credit Facility

For the three and six months ended March 31,
2012, we reported unrealized appreciation on investments of $20.8 million and $30.8 million, respectively. For the three and six months ended March 31, 2011, we reported unrealized appreciation on investments of $4.8 million and $23.5 million,
respectively. The change in unrealized appreciation for current periods compared to the prior periods is the result of changes in the leveraged credit markets. On March 31, 2012 and September 30, 2011, our net unrealized depreciation on
investments totaled $8.0 million and $38.8 million, respectively.

For the three and six months ended March 31, 2012, our
long-term Credit Facility payable increased in value due to unrealized appreciation of $0.2 million and $1.4 million, respectively. For the three and six months ended March 31, 2011, our long-term Credit Facility balance increased in value due
to unrealized appreciation of $4.7 million and $11.3 million, respectively. The change in unrealized appreciation for current periods compared to the prior periods is the result of our Credit Facility approaching maturity. On March 31, 2012 and
September 30, 2011, net unrealized depreciation on our long-term Credit Facility totaled $0.7 million and $2.1 million, respectively.



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Net Increase in Net Assets Resulting from Operations

Net increase in net assets resulting from operations totaled $26.4 million and $42.2 million or $0.50 per
share and $0.85 per share, respectively, for the three and six months ended March 31, 2012. This compares to a net increase in net assets resulting from operations which totaled $13.6 million and $39.1 million, respectively, or $0.33 per share
and $1.01 per share, respectively, for the three and six months ended March 31, 2011. This increase in net assets from operations is due to both unrealized appreciation on investments and net investment income, which was offset by upfront fees
on our Credit Facility of $5.4 million.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are derived from our Credit Facility, SBA debentures and cash flows from operations, including
investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our
Credit Facility, the SBA debentures, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.

On February 21, 2012, we amended and restated our multi-currency Credit Facility, which increased the size of the Credit Facility
from $315.0 million to $380.0 million, with certain lenders and SunTrust Bank, acting as administrative agent and JPMorgan Chase Bank, N.A., as syndication agent for the lenders. As of March 31, 2012 and September 30, 2011, there was
$158.5 million (including a temporary draw of $10.0 million) and $240.9 million, respectively, in outstanding borrowings under the Credit Facility, with a weighted average interest rate at the time of 3.19% and 1.27%, exclusive of the fee on undrawn
commitments of 0.50% and 0.20%, respectively. The Credit Facility is a four-year revolving facility, with a stated maturity date of February 21, 2016, with a one-year term out period following its third year and pricing is set at 275 basis
points over LIBOR. The Credit Facility is secured by substantially all of the assets of the Company excluding assets held by our SBIC.

The Credit Facility contains customary affirmative and restrictive covenants, including maintenance of a minimum shareholders equity of the sum of (a) $220,000,000 plus (b) 25% of the net
proceeds from the sale of equity interests in us and our subsidiaries after the closing date of the Credit Facility and maintenance of a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness of not less than
2.0:1.0 (before any exemptive relief granted by the SEC with respect to the indebtedness of our SBIC subsidiary). In addition to the asset coverage ratio described in the preceding sentence, borrowings under our Credit Facility (and the incurrence
of certain other permitted debt) are subject to compliance with a borrowing base that will apply different advance rates to different types of assets in the Companys portfolio. For a complete list of covenants contained in the Credit Facility,
see our form 8-K filed on February 22, 2012 and the Credit Facility agreement filed as an exhibit to this form 10-Q. As of March 31, 2012, we were in compliance with the terms of our Credit Facility.

We may raise additional equity or debt capital through both registered offerings off a shelf registration and private offerings of
securities, by securitizing a portion of our investments or borrowing from the SBA, among other sources. Any future additional debt capital we incur, to the extent it is available under current credit market conditions, may be issued at a higher
cost and on less favorable terms and conditions than our current Credit Facility. Furthermore, our Credit Facility availability depends on various covenants and restrictions as discussed below. The primary use of existing funds and any funds raised
in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our shareholders or for other general corporate purposes.

In accordance with the 1940 Act, with certain limited exceptions, PennantPark Investment is only allowed to borrow amounts such that its
asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. As of March 31, 2012, we have excluded the SBA debentures from our asset coverage ratio pursuant to SEC exemptive relief.

For the six months ended March 31, 2012, we sold 10.4 million shares of common stock at a price of $10.55 per share resulting
in net proceeds of $105.2 million. This compares to selling 9.2 million shares of our common stock at a price of $12.40 per share resulting in net proceeds of $108.3 million for the six months ended March 31, 2011. In February 2012, we
received approval from our shareholders to issue shares below the then current net asset value per share for a 12-month period. Any decision to sell shares below the then current net asset value per share of our common stock in one or more offerings
is subject to shareholder approval and the determination by our board of directors that such issuance and sale is in our and our stockholders best interests. Any sale or other issuance of shares of our common stock at a price below net asset
value per share has resulted and will continue to result in an immediate dilution to our stockholders interest in our common stock and a reduction of our net asset value per share.

SBIC LP has borrowed funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to
customary regulatory requirements including but not limited to an examination by the SBA. We have committed and funded SBIC LP with $75.0 million of equity capital, and had SBA debentures outstanding of $150.0 million. SBA debentures are
non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury
Notes. SBA current regulations limit the amount that SBIC LP may borrow to a maximum of $150.0 million, which is up to twice its potential regulatory capital. SBIC LP has accessed the maximum borrowing with its $75.0 million in regulatory capital.

As of March 31, 2012, $150.0 million in debt commitments were fully drawn with a weighted average interest rate of 3.70%
exclusive of the 3.43% in upfront fees (4.04% after upfront fees). The SBA debentures upfront fees of 3.43% consist of a commitment fee of 1.00% and an issuance at a 2.43% discount to face. Both fees are amortized over the lives of the loans. Our
fixed rate SBA debentures as of March 31, 2012 and September 30, 2011 were as follows:



|                                    |  |                   |  |                           |      |   |                  |   |             | 
|----------------------------------- |  | ----------------- |  | ------------------------- | ---- | - | ---------------- | - | ----------- | 
|Issuance Dates                      |  | Maturity          |  | FixedAll-inCouponRate (1) |      |   | PrincipalBalance |  
|September 22, 2010                  |  | September 1, 2020 |  |                           | 3.50 | % |                  | $ | 500,000     | 
|March 29, 2011                      |  | March 1, 2021     |  |                           | 4.46 |   |                  |   | 44,500,000  | 
|September 21, 2011                  |  | September 1, 2021 |  |                           | 3.38 |   |                  |   | 105,000,000 | 
|                                    |  |                   |  |                           |      |   |                  |   |             | 
|Weighted average rate / Total       |  |                   |  |                           | 3.70 | % |                  | $ | 150,000,000 | 
|                                    |  |                   |  |                           |      |   |                  |   |             | 
|(1)
Excludes 3.43% of upfront fees. | 

The SBIC program is designed to stimulate the flow of capital into eligible businesses. Under SBA
regulations, SBIC LP is subject to regulatory requirements, including making investments in SBA eligible businesses, investing at least 25% of regulatory capital in eligible smaller businesses, as defined under the 1958 Act, placing certain
limitations on the financing terms of investments, prohibiting investment in certain industries and requiring capitalization thresholds that limit distributions to us, and is subject to periodic audits and examinations of its financial statements
that are prepared on a basis of accounting other than GAAP (for example, fair value, as defined under ASC 820, is not required to be used for assets or liabilities for such compliance reporting). As of March 31, 2012, SBIC LP was in compliance
with its regulatory requirements.

On June 1, 2011, we received exemptive relief from the
SEC allowing us to modify the asset coverage ratio requirement to exclude the SBA debentures from our asset coverage calculation. Accordingly, our ratio of total assets on a consolidated basis to outstanding indebtedness may be less than 200%, which
while providing increased investment flexibility, also increases our exposure to risks associated with leverage.

Our net
asset value may decline as a result of economic conditions in the United States. Our continued compliance with the covenants under our Credit Facility and SBA debentures depend on many factors, some of which are beyond our control. Material net
asset devaluation could have a material adverse effect on our operations and could require us to reduce our borrowings under our Credit Facility and SBA debentures in order to comply with certain covenants, including the ratio of total assets to
total indebtedness.

Our operating activities used cash of $44.0 million for the six months ended March 31, 2012,
primarily due to investing and offset by sales and repayments on our investments, and our financing activities used cash of $0.6 million for the same period, primarily from proceeds from our common stock offering and net repayments under our Credit
Facility.



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Our operating activities used cash of $54.5 million for the six months ended March 31,
2011, and our financing activities provided cash of $54.2 million for the same period, primarily from net repayments under our Credit Facility, SBA debentures issued, and our common stock offering.

Contractual Obligations

A summary of our significant contractual payment obligations as of March 31, 2012 including, borrowings under our multi-currency Credit Facility and other contractual obligations, are as follows:



|                              |  |                                      |       |  |                 |   |      |          |  |   |          |  |  |                  |       |  |  |   |       | 
|----------------------------- |  | ------------------------------------ | ----- |  | --------------- | - | ---- | -------- |  | - | -------- |  |  | ---------------- | ----- |  |  | - | ----- | 
|                              |  | Payments due by period (in millions) |      
|                              |  | Total                                |       |  | Less than1 year |   |      | 1-3years |  |   | 3-5years |  |  | More than5 years |      
|Credit Facility(1)            |  | $                                    | 158.5 |  |                 | $ |     |          |  | $ |         |  |  | $                | 158.5 |  |  | $ |      | 
|SBA debentures                |  |                                      | 150.0 |  |                 |   |     |          |  |   |         |  |  |                  |      |  |  |   | 150.0 | 
|                              |  |                                      |       |  |                 |   |      |          |  |   |          |  |  |                  |       |  |  |   |       | 
|Subtotal debt outstanding(2)  |  |                                      | 308.5 |  |                 |   |     |          |  |   |         |  |  |                  | 158.5 |  |  |   | 150.0 | 
|Unfunded investments(3)       |  |                                      | 17.0  |  |                 |   | 16.5 |          |  |   |         |  |  |                  | 0.5   |  |  |   |      | 
|                              |  |                                      |       |  |                 |   |      |          |  |   |          |  |  |                  |       |  |  |   |       | 
|Total contractual obligations |  | $                                    | 325.5 |  |                 | $ | 16.5 |          |  | $ |         |  |  | $                | 159.0 |  |  | $ | 150.0 | 
|                              |  |                                      |       |  |                 |   |      |          |  |   |          |  |  |                  |       |  |  |   |       | 



|(1) | As of March 31, 2012, we had $221.5 million of unused borrowing capacity under our Credit Facility, subject to various restrictions and covenants.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The weighted average interest rate on the total debt outstanding as of March 31, 2012 was 3.44% exclusive of the fee on the undrawn commitment of 0.50% on the
Credit Facility and 3.43% of upfront fees on SBIC LPs SBA debentures.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Unfunded debt investments described in the Consolidated Statement of Assets and Liabilities represent unfunded delayed draws on investments.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which
was renewed in February 2012, PennantPark Investment Advisers serves as our Investment Adviser in accordance with the terms of that Investment Management Agreement. PennantPark Investment, through the Investment Adviser, provides similar services to
SBIC LP under its investment management agreement with us. The SBIC LP investment management agreement does not affect the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. Payments under our Investment
Management Agreement in each reporting period are equal to (1) a management fee equal to a percentage of the value of our gross assets and (2) an incentive fee based on our performance. See Note 3 to the Consolidated Financial Statements.

Under our Administration Agreement, which was renewed in February 2012, PennantPark Investment Administration furnishes us
with office facilities and administrative services necessary to conduct our day-to-day operations. PennantPark Investment, through the Administrator, provides similar services to SBIC LP under its administration agreement, which is intended to have
no effect on the consolidated administration fee. If requested to provide managerial assistance to our portfolio companies, we or PennantPark Investment Administration will be paid an additional amount based on the services provided, which amount
will not in any case exceed the amount we receive from the portfolio companies for such services. Payment under our Administration Agreement is based upon our allocable portion of the Administrators overhead in performing its obligations under
our Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief compliance officer, chief financial officer and their respective staffs. See Note 3 to the Consolidated Financial
Statements.

If any of our contractual obligations discussed above are terminated, our costs under new agreements that we
enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new
investment management agreement would also be subject to approval by our stockholders.

Off-Balance Sheet Arrangements

We currently engage in no off-balance sheet arrangements, including any risk management of commodity pricing or other
hedging practices.

Dividends and Distributions

During the three and six months ended March 31, 2012, we declared dividends of $0.28 and $0.56 per share, respectively, for total dividends of $15.7 million and $28.5 million, respectively. For the
same periods in the prior year, we declared dividends of 0.27 and $0.53 per share, respectively, for total dividends of $12.3 million and $21.7 million, respectively. We monitor available net investment income to determine if a tax return of capital
may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, a portion of those distributions may be deemed to be a tax return of capital to our common stockholders.
Tax characteristics of all distributions will be reported to stockholders on Form 1099-DIV after the end of the calendar year.

We intend to continue to make quarterly dividends to our stockholders. Our quarterly dividends, if any, are determined by our board of
directors.

In order to qualify as a RIC and to not be subject to corporate-level tax on income, we are required, under
Subchapter M of the Code, to distribute annually dividends of at least 90% of the sum of our ordinary income and realized net short-term capital gains, if any, out of the assets legally available for distribution. Although not required for us to
maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we may distribute during each calendar year an amount at least equal to the sum of (1) 98% of our ordinary income for the
calendar year, (2) 98.2% of our realized net capital gains for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such
years. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may
retain such net capital gains or ordinary income to provide us with additional liquidity. For the six months ended March 31, 2012 and 2011, we elected to retain a portion of our calendar year income and incur an excise tax of approximately $0.3
million and $0.2 million, respectively.

We maintain an opt out dividend reinvestment plan for our common
stockholders. As a result, if we declare a dividend, then stockholders cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the dividend reinvestment plan so
as to receive cash dividends.



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We may not be able to achieve operating results that will allow us to make dividends and
distributions at a specific level or to increase the amount of these dividends and distributions from time to time. In addition, we may be limited in our ability to make dividends and distributions due to the asset coverage test for borrowings
applicable to us as a BDC under the 1940 Act and/or due to provisions in future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of RIC status.
We cannot assure stockholders that they will receive any dividends and distributions at a particular level.

We may distribute
our common stock as a dividend of our taxable income and a shareholder could receive a portion of the dividends declared and distributed by us in shares of our common stock with the remaining amount in cash. A shareholder will be considered to have
recognized dividend income equal to the fair market value of the stock paid by us plus cash received with respect to such dividend. We have not elected to distribute stock as a dividend but reserve the right to do so.



|Item 3. | Quantitative And Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are subject to financial market risks, including changes in interest rates. As of March 31, 2012, our portfolio consisted of 66% fixed- rate and 34% variable-rate investments (including 27% with a
LIBOR, or prime floor). The variable-rate loans are usually based on a floating LIBOR rate and typically have durations of three months after which they reset to current market interest rates. Variable-rate investments subject to a floor generally
reset by reference to the current market index after one to six months only if the index exceeds the floor. In regards to variable-rate instruments with a floor, we do not benefit from increases in interest rates until such rates exceed the floor
and thereafter benefit from market rates above any such floor.

Assuming that the current balance sheet was to remain
constant, and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 1% change in interest rates may affect net income by more than 1% over a one-year horizon. Although management believes that this measure
is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net
increase in net assets resulting from operations, or net income. Accordingly, no assurances can be given that actual results would not differ materially from the statement above.

Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we
borrow funds and the rate at which we invest these funds. In periods of declining interest rates, our cost of funds would decrease, which may reduce our net investment income. As a result, there can be no assurance that a significant change in
market interest rates will not have a material adverse effect on our net investment income.

We may hedge against interest
rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also
limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this Report, we did not engage in interest rate hedging activities.



|Item 4. | Controls and Procedures
|------- | -----------------------

As of the period covered by this Report, we, including our chief executive officer and chief financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer,
concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic filings with the SEC are recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired
control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



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PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Neither we nor our Investment Adviser nor our Administrator is currently subject to any material legal proceedings, nor, to our knowledge,
is any material legal proceeding threatened against us, or against our Investment Adviser or Administrator. From time to time, we, our Investment Adviser or Administrator may be a party to certain legal proceedings in the ordinary course of
business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will
have a material effect upon our financial condition or results of operations.



|Item 1A. | Risk Factors
|-------- | ------------

In addition
to the other information set forth in this Report, you should consider carefully the factors discussed in Part I Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, which
could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing PennantPark Investment. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | Reserved.
|------- | ---------

None.



|Item 5. | Other Information
|------- | -----------------

None.



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|Item 6. | Exhibits
|------- | --------

Unless specifically indicated
otherwise, the following exhibits are incorporated by reference to exhibits previously filed with the SEC:



|       |  |                                                                                                                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1    |  | Articles of Incorporation (Incorporated by reference to the Registrants Pre-Effective Amendment No.1 to the Registration Statement on Form N-2/A (File No. 333-140092),
filed on March 5, 2007).                                                                              
|       | 
|3.2    |  | Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K (File No. 814-00736), filed on
November 16, 2011).                                                                                      
|       | 
|4.1    |  | Form of Share Certificate (Incorporated by reference to Exhibit 99(d)(1) to the Registrants Registration Statement on Form N-2 (File No. 333-150033), filed on April 2,
2008).                                                                                                
|       | 
|10.1*  |  | Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 21, 2012, among PennantPark Investment Corporation, as the borrower, the Lenders party
hereto, SunTrust Bank, as administrative agent and JPMorgan Chase Bank, N.A., as syndication agent.
|       | 
|11     |  | Computation of Per Share Earnings (included in the notes to the Consolidated Financial Statements contained in this Report).                                                                                                                                                   
|       | 
|31.1 * |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                           
|       | 
|31.2 * |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                           
|       | 
|32.1 * |  | Certification of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.                                                                                                                                                                            
|       | 
|32.2 * |  | Certification of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.                                                                                                                                                                            
|       | 
|99.1   |  | Privacy Policy of the Registrant (Incorporated by reference to Exhibit 99.1 to the Registrants Annual Report on Form 10-K (File No. 814-00736), filed on December 13,
2007).                                                                                                  



|* | Filed herewith.
|- | ---------------









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SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |  |                                    |  |                                                                     
|----------------- |  | ---------------------------------- |  | --------------------------------------------------------------------
|                  |  | PENNANTPARK INVESTMENT CORPORATION
|                  |  |                                   
|Date: May 2, 2012 |  | By:                                |  | /s/    Arthur H.
Penn                                               
|                  |  |                                    |  | Arthur H. Penn                                                      
|                  |  |                                    |  | Chief Executive Officer                                             
|                  |  |                                   
|Date: May 2, 2012 |  | By:                                |  | /s/    Aviv
Efrat                                                   
|                  |  |                                    |  | Aviv Efrat                                                          
|                  |  |                                    |  | Chief Financial Officer (Principal Accounting and Financial Officer)









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