SEC Filing | PennantPark

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Form 10-Q

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 QUARTERLY PERIOD ENDED DECEMBER 31, 2015

¨	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, 15^th Floor 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 registrant’s common stock, $0.001 par value per share, outstanding as of February 3, 2016 was 71,745,710.

PENNANTPARK INVESTMENT CORPORATION

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2015

TABLE OF CONTENTS


PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Statements of Assets and Liabilities as of December 31, 2015 (unaudited) and September 30, 2015			4

Consolidated Statements of Operations for the three months ended December 31, 2015 and 2014 (unaudited)			5

Consolidated Statements of Changes in Net Assets for the three months ended December 31, 2015 and 2014 (unaudited)			6

Consolidated Statements of Cash Flows for the three months ended December 31, 2015 and 2014 (unaudited)			7

Consolidated Schedules of Investments as of December 31, 2015 (unaudited) and September 30, 2015			8

Notes to Consolidated Financial Statements (unaudited)			15

Report of Independent Registered Public Accounting Firm			25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26

Item 3. Quantitative and Qualitative Disclosures About Market Risk			34

Item 4. Controls and Procedures			34

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			35

Item 1A. Risk Factors			35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35

Item 3. Defaults Upon Senior Securities			35

Item 4. Mine Safety Disclosures			35

Item 5. Other Information			35

Item 6. Exhibits			36

SIGNATURES			37

PART I—CONSOLIDATED FINANCIAL INFORMATION

We are filing this Report on 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, “Company,” “we,” “our” or “us” refer to PennantPark Investment Corporation and its consolidated subsidiaries unless the context suggests otherwise. “PennantPark Investment” refers to only PennantPark Investment Corporation; “our SBIC Funds” refers collectively to our consolidated subsidiaries, PennantPark SBIC LP, or SBIC LP, and its general partner, PennantPark SBIC GP, LLC, and PennantPark SBIC II LP, or SBIC II, and its general partner, PennantPark SBIC GP II, LLC; “PennantPark Investment Advisers” or “Investment Adviser” refers to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “SBA” refers to the Small Business Administration; “SBIC” refers to a Small Business Investment Company under the Small Business Investment Act of 1958, as amended, or the “1958 Act”; “Credit Facility” refers to our multi-currency, senior secured revolving credit facility, as amended and restated; “2025 Notes” refers to our 6.25% senior notes due 2025; “2019 Notes” refers to our 4.50% notes due 2019; “our Notes” refers, collectively, to our 2025 Notes and our 2019 Notes; “BDC” refers to a business development company under the Investment Company Act of 1940, as amended, or the “1940 Act”; “Code” refers to the Internal Revenue Code of 1986, as amended; and “RIC” refers to a regulated investment company under the Code. References to our portfolio or investments include investments we make through our SBIC Funds and other consolidated subsidiaries.

Item 1.

Consolidated Financial Statements

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES


	December 31, 2015 (unaudited)			September 30, 2015
Assets
Investments at fair value
Non-controlled, non-affiliated investments (cost—$1,044,859,200 and $1,138,155,969, respectively)	$	987,155,675		$	1,096,719,079
Non-controlled, affiliated investments (cost—$224,197,965 and $133,693,295, respectively)		169,815,076			95,503,104
Controlled, affiliated investments (cost—$157,881,319 and $152,387,898, respectively)		104,913,610			106,825,650

Total of investments (cost—$1,426,938,484 and $1,424,237,162, respectively)		1,261,884,361			1,299,047,833
Cash and cash equivalents (cost—$26,281,577 and $49,637,415, respectively)		26,254,919			49,619,256
Interest receivable		7,003,999			7,590,197
Prepaid expenses and other assets		4,376,249			8,790,944

Total assets		1,299,519,528			1,365,048,230

Liabilities
Distributions payable		20,088,799			20,430,492
Payable for investments purchased		11,748,499			3,591,177
Credit Facility payable (par—$142,995,323 and $136,864,300, respectively) (See Notes 5 and 10)		134,682,108			132,356,860
2019 Notes payable (par—$250,000,000) (See Notes 5 and 10)		249,247,500			253,102,500
SBA debentures payable (par—$150,000,000) (See Notes 5 and 10)		146,412,932			146,269,957
2025 Notes payable (par—$71,250,000) (See Notes 5 and 10)		71,136,000			71,136,000
Management fee payable, net (See Note 3)		5,464,856			6,602,029
Performance-based incentive fee payable, net (See Note 3)		3,188,452			5,007,792
Interest payable on debt		6,238,580			7,638,514
Accrued other expenses		4,002,403			2,322,367

Total liabilities		652,210,129			648,457,688

Commitments and contingencies (See Note 11)
Net assets
Common stock, 71,745,710 and 72,966,043 shares issued and outstanding, respectively. Par value $0.001 per share and 100,000,000 shares authorized.		71,746			72,966
Paid-in capital in excess of par value		826,275,288			834,711,229
Distributions in excess of net investment income		(16,682,155	)		(13,424,886	)
Accumulated net realized (loss) gain on investments		(6,455,658	)		18,919,305
Net unrealized depreciation on investments		(165,079,537	)		(125,207,012	)
Net unrealized depreciation on debt		9,179,715			1,518,940

Total net assets	$	647,309,399		$	716,590,542

Total liabilities and net assets	$	1,299,519,528		$	1,365,048,230

Net asset value per share	$	9.02		$	9.82

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended December 31,
	2015			2014
Investment income:
From non-controlled, non-affiliated investments:
Interest	$	28,218,030		$	34,861,628
Other income		1,667,653			1,578,838
From non-controlled, affiliated investments:
Interest		2,180,576			1,485,410
From controlled, affiliated investments:
Interest		3,197,033			1,278,796

Total investment income		35,263,292			39,204,672

Expenses:
Base management fee (See Note 3)		6,505,780			6,796,751
Performance-based incentive fee (See Note 3)		3,795,782			4,869,218
Interest and expenses on debt (See Note 10)		6,726,325			6,515,331
Administrative services expenses (See Note 3)		867,500			857,064
Other general and administrative expenses		884,629			689,436

Expenses before management fee waiver and provision for taxes		18,780,016			19,727,800

Management fee waiver (See Note 3)		(1,648,254	)		—
Provision for taxes		1,300,000			—

Net expenses		18,431,762			19,727,800

Net investment income		16,831,530			19,476,872

Realized and unrealized loss on investments and debt:
Net realized (loss) gain on investments		(25,374,963	)		8,626,139
Net change in unrealized depreciation on:
Non-controlled, non-affiliated investments		(16,742,815	)		(53,059,559	)
Non-controlled and controlled, affiliated investments		(23,129,710	)		(104,773	)
Debt depreciation (See Notes 5 and 10)		7,660,775			1,115,627

Net change in unrealized depreciation on investments and debt		(32,211,750	)		(52,048,705	)

Net realized and unrealized loss from investments and debt		(57,586,713	)		(43,422,566	)

Net decrease in net assets resulting from operations	$	(40,755,183	)	$	(23,945,694	)

Net decrease in net assets resulting from operations per common share (See Note 7)	$	(0.56	)	$	(0.32	)

Net investment income per common share	$	0.23		$	0.26

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)


	Three Months Ended December 31,
	2015			2014
Net decrease in net assets from operations:
Net investment income	$	16,831,530		$	19,476,872
Net realized (loss) gain on investments		(25,374,963	)		8,626,139
Net change in unrealized depreciation on investments		(39,872,525	)		(53,164,332	)
Net change in debt depreciation		7,660,775			1,115,627

Net decrease in net assets resulting from operations		(40,755,183	)		(23,945,694	)

Distributions to stockholders:		(20,088,799	)		(21,026,015	)

Capital transactions:
Repurchase of common stock		(8,437,161	)		—

Net decrease in net assets		(69,281,143	)		(44,971,709	)

Net assets:
Beginning of period		716,590,542			828,009,949

End of period	$	647,309,399		$	783,038,240

Distributions in excess of net investment income, at end of period	$	(16,682,155	)	$	(13,351,723	)

Capital share activity:
Shares of common stock repurchased		(1,220,333	)		—

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended December 31,
	2015			2014
Cash flows from operating activities:
Net decrease in net assets resulting from operations	$	(40,755,183	)	$	(23,945,694	)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used by operating activities:
Net change in net unrealized depreciation on investments		39,872,525			53,164,332
Net change in unrealized depreciation on debt		(7,660,775	)		(1,115,627	)
Net realized loss (gain) on investments		25,374,963			(8,626,139	)
Net accretion of discount and amortization of premium		(1,554,643	)		(1,673,625	)
Purchases of investments		(130,317,861	)		(158,912,670	)
Payment-in-kind income		(4,512,413	)		(1,402,599	)
Proceeds from dispositions of investments		108,068,736			79,285,499
Decrease in interest receivable		586,198			1,109,032
Decrease (increase) in prepaid expenses and other assets		4,414,695			(234,197	)
Increase (decrease) in payable for investments purchased		8,157,322			(4,432,500	)
(Decrease) increase in interest payable on debt		(1,399,934	)		4,542,813
Amortization of deferred financing costs		142,975			138,213
(Decrease) increase in management fee payable		(1,137,173	)		411,648
(Decrease) increase in performance-based incentive fee payable		(1,819,340	)		246,464
Increase (decrease) in accrued other expenses		1,680,036			(391,360	)

Net cash used by operating activities		(859,872	)		(61,836,410	)

Cash flows from financing activities:
Repurchase of common stock (See Note 12)		(8,437,161	)		—
Distributions paid to stockholders		(20,430,492	)		(21,026,015	)
Borrowings under Credit Facility (See Note 10)		202,316,923			257,000,000
Repayments under Credit Facility (See Note 10)		(196,185,900	)		(186,344,800	)

Net cash (used) provided by financing activities		(22,736,630	)		49,629,185

Net decrease in cash equivalents		(23,596,502	)		(12,207,225	)
Effect of exchange rate changes on cash		232,165			17,791
Cash and cash equivalents, beginning of period		49,619,256			66,518,682

Cash and cash equivalents, end of period	$	26,254,919		$	54,329,248

Supplemental disclosure of cash flow information:
Interest paid	$	7,983,284		$	1,834,305

Taxes paid	$	4,760		$	—

Non-cash exchanges and conversions	$	39,438,420		$	—

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

DECEMBER 31, 2015

(Unaudited)


Issuer Name	Maturity / Expiration	Industry	Current Coupon			Basis Point Spread Above Index ⁽⁴⁾			Par / Shares		Cost		Fair Value ⁽³⁾
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—152.5% ^{(1), (2)}
First Lien Secured Debt—52.6%
Aircell Business Aviation Services LLC	03/21/2018	Communications		11.25	%		L+975			22,536,541	$	22,011,222	$	22,536,541
AKA Diversified Holdings, Inc.	04/02/2018	Retail		14.25	%		P+1,075	⁽⁸⁾		43,891,060		43,594,482		44,628,317
AKA Diversified Holdings, Inc. (Revolver) ⁽⁹⁾	04/02/2018	Retail		—			—			4,371,469		—		73,429
AP Gaming I, LLC	12/21/2020	Hotels, Motels, Inns and Gaming		9.25	%		L+825			23,513,309		23,203,997		22,602,169
Broder Bros., Co., Tranche A	06/03/2021	Consumer Products		7.00	%		L+575			9,318,750		9,134,629		7,958,213
Broder Bros., Co., Tranche B	06/03/2021	Consumer Products		13.50	%		L+1,225			9,337,500		9,151,958		10,327,275
Hollander Sleep Products, LLC	10/21/2020	Consumer Products		9.00	%		L+800			4,466,250		4,409,769		4,466,250
Interior Specialists, Inc.	06/30/2020	Building Materials		9.00	%		L+800			25,371,299		25,135,901		24,863,873
K2 Pure Solutions NoCal, L.P.	08/19/2019	Chemicals, Plastics and Rubber		11.00	%		L+1,000			21,504,514		21,210,963		20,509,555
Linc USA GP and Linc Energy Finance (USA), Inc. ⁽⁵⁾	10/31/2017	Oil and Gas		9.63	%		—			5,626,850		5,626,850		4,670,286
New Gulf Resources, LLC	12/30/2016	Oil and Gas		11.00	%		L+1,000			9,622,484		9,342,712		9,333,809
New Gulf Resources, LLC ⁽⁹⁾	12/30/2016	Oil and Gas		—			—			3,499,085		—		(104,973	)
Prince Mineral Holding Corp. ⁽⁵⁾	12/16/2019	Mining, Steel, Iron and Non- Precious Metals		11.50	%		—			14,250,000		14,141,266		10,972,500
Robertshaw US Holding Corp.	06/18/2019	Electronics		9.00	%		L+750			13,422,603		13,331,344		13,369,057
Sotera Defense Solutions, Inc.	04/21/2017	Aerospace and Defense		9.00	%		L+750			19,632,091		19,071,177		19,533,930
Sunborn International (UK) Limited ^{(10), (12), (13)}	09/28/2018	Hotels, Motels, Inns and Gaming		13.00 (PIK 0.50	% %)		L+1,250	⁽⁸⁾		19,973,099		30,110,483		29,444,523
Triad Manufacturing, Inc.	12/28/2020	Manufacturing / Basic Industries		11.25	%		L+1,075			37,940,000		37,183,612		37,181,200
Trust Inns Limited ^{(10), (12), (13)}	02/12/2020	Buildings and Real Estate		11.09	%		L+1,050	⁽⁸⁾		24,175,647		38,494,147		34,656,440
US Med Acquisition, Inc.	08/13/2021	Healthcare, Education and Childcare		10.00	%		L+900			8,717,188		8,717,187		8,717,188
U.S. Well Services, LLC	05/02/2019	Oil and Gas		12.00	%		L+1,150			14,986,024		14,743,980		14,881,899

Total First Lien Secured Debt												348,615,679		340,621,481

Second Lien Secured Debt—69.7%
American Gilsonite Company ⁽⁵⁾	09/01/2017	Diversified Natural Resources, Precious Metals and Minerals		11.50	%		—			25,400,000		25,400,000		17,780,000
Balboa Capital Corporation ⁽¹³⁾	03/04/2022	Financial Services		13.00	%		—			19,000,000		18,727,990		18,810,000
Bennu Oil & Gas, LLC	11/01/2018	Oil and Gas		12.25 (PIK 2.50	% %)		L+1,100			26,587,601		25,339,578		16,750,188
Howard Berger Co. LLC	09/30/2020	Distribution		11.00	%		L+1,000			41,250,000		39,166,401		39,187,500
Intermediate Transportation 100, LLC ⁽⁵⁾	03/01/2017	Cargo Transport		—	⁽⁶⁾		—			4,391,420		4,391,422		1,536,997
J.A. Cosmetics Holdings, Inc.	07/31/2019	Consumer Products		11.00	%		L+1,000			34,000,000		33,501,824		34,170,000
Jacobs Entertainment, Inc.	10/29/2019	Hotels, Motels, Inns and Gaming		13.00	%		L+1,175			51,775,000		51,228,987		51,775,000
Language Line, LLC	07/07/2022	Personal, Food and Miscellaneous Services		10.75	%		L+975			40,312,500		39,718,662		39,607,031
Linc USA GP and Linc Energy Finance (USA), Inc. ⁽⁵⁾	10/31/2017	Oil and Gas		14.00 (PIK 14.00	% %)		—			12,706,250		12,521,251		3,176,563
New Gulf Resources, LLC ⁽⁵⁾	05/15/2019	Oil and Gas		—	⁽⁶⁾		—			45,000,000		44,698,346		9,000,000
Novitex Acquisition, LLC	07/07/2021	Business Services		11.75	%		L+1,050			41,250,000		40,892,844		40,425,000
Parq Holdings Limited Partnership ^{(10), (13)}	12/17/2021	Hotels, Motels, Inns and Gaming		13.00	%		L+1,200			75,000,000		75,000,000		75,540,183
Penton Media, Inc.	10/02/2020	Media		9.00	%		L+775			19,698,091		19,484,555		19,254,884
Pre-Paid Legal Services, Inc.	07/01/2020	Personal, Food and Miscellaneous Services		10.25	%		L+900			56,750,000		56,135,923		56,182,500
Prime Security Services Borrower, LLC	07/01/2022	Personal, Food and Miscellaneous Services		9.75	%		L+875			28,500,000		28,097,114		27,930,000

Total Second Lien Secured Debt												514,304,897		451,125,846

Subordinated Debt/Corporate Notes—20.5%
Alegeus Technologies, LLC	02/15/2019	Financial Services		12.00	%		—			8,930,000		8,828,526		8,735,254
Cascade LP Holdings, LLC	08/20/2021	Environmental Services		12.00	%		—			32,675,553		31,988,527		32,348,797
Cascade LP Holdings, LLC ⁽⁹⁾	02/20/2017	Environmental Services		—			—			5,924,447		—		74,056
Credit Infonet, Inc.	10/26/2018	Personal, Food and Miscellaneous Services		13.50 (PIK 2.25	% %)		—			10,861,600		10,734,102		10,103,260
Goldsun Trading Limited ^{(10), (12), (13)}	02/19/2018	Healthcare, Education and Childcare		14.50 (PIK 6.00	% %)		L+1,000			8,009,405		11,748,499		11,748,499
MSPark, Inc.	06/15/2017	Printing and Publishing		14.50	%⁽⁷⁾		—			15,000,000		14,856,280		15,000,000
New Gulf Resources, LLC ⁽⁵⁾	11/15/2019	Oil and Gas		—	⁽⁶⁾		—			15,204,289		14,829,719		304,086
Randall-Reilly, LLC	04/15/2019	Other Media		12.50	%⁽⁷⁾		—			42,275,000		41,666,714		41,287,955
Roto Holdings, Inc.	05/13/2021	Manufacturing / Basic Industries		11.00	%		—			13,300,000		13,064,293		13,167,000

Total Subordinated Debt/Corporate Notes												147,716,660		132,768,907

Preferred Equity/Partnership Interests—2.0%⁽⁶⁾
AH Holdings, Inc.	—	Healthcare, Education and Childcare		6.00	%		—			211		500,000		142,559
Alegeus Technologies Holdings Corp.	—	Financial Services		—			—			949		949,050		981,217
Convergint Technologies Holdings, LLC	—	Electronics		8.00	%		—			2,375		2,088,121		2,277,100
HW Holdco, LLC	—	Other Media		8.00	%		—			3,591		—		27,664
J.A. Cosmetics US, Inc.	—	Consumer Products		8.00	%		—			3,397		3,397,484		3,945,285
Roto Holdings, Inc.	—	Manufacturing / Basic Industries		—			—			1,197		1,197,000		1,325,521
vRide Holdings, Inc.	—	Personal Transportation		8.00	%		—			1,966,667		2,102,669		4,153,860

Total Preferred Equity/Partnership Interests												10,234,324		12,853,206

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)


Issuer Name	Maturity / Expiration	Industry	Current Coupon			Basis Point Spread Above Index ⁽⁴⁾		Par / Shares		Cost		Fair Value ⁽³⁾
Common Equity/Partnership Interests/Warrants—7.7% ⁽⁶⁾
A2Z Wireless Holdings, Inc.	—	Retail		—			—		1,736	$	445,500	$	3,348,490
AH Holdings, Inc. (Warrants)	03/23/2021	Healthcare, Education and Childcare		—			—		753		—		—
Alegeus Technologies Holding Corp.	—	Financial Services		—			—		1		950		982
ASP LCG Holdings, Inc. (Warrants)	05/05/2026	Education		—			—		933		586,975		877,547
Autumn Games, LLC	—	Broadcasting and Entertainment		—			—		1,333,330		3,000,000		—
Cardinal Logistics Holdings LLC ⁽¹¹⁾(Intermediate Transportation 100, L.L.C.)	—	Cargo Transport		—			—		137,923		2,111,588		—
Cascade LP Holdings, LLC ⁽¹¹⁾	—	Environmental Services		—			—		23,600		2,360,000		5,051,127
CI (Galls) Prime Investment Holdings, LLC ⁽¹¹⁾	—	Distribution		—			—		1,745,639		1,745,639		2,125,981
Convergint Technologies Holdings, LLC	—	Electronics		—			—		2,375		—		1,355,316
Faraday Holdings, LLC (Interior Specialists, Inc.)	—	Building Materials		—			—		3,520		171,601		191,822
HW Holdco, LLC	—	Other Media		—			—		388,378		—		2,991,975
J.A. Cosmetics US, Inc.	—	Consumer Products		—			—		252		2,516		2,919,354
Kadmon Holdings, LLC, Class A	—	Healthcare, Education and Childcare		—			—		1,079,920		1,236,832		7,394,785
Kadmon Holdings, LLC, Class D	—	Healthcare, Education and Childcare		—			—		1,079,920		1,028,807		1,028,807
LaMi Acquisition, LLC ⁽¹¹⁾	—	Distribution		—			—		16		383,447		402,415
Lariat ecoserv Co-Invest Holdings, LLC ⁽¹¹⁾	—	Environmental Services		—			—		1,000,000		1,000,000		497,345
MidOcean PPL Holdings, Corp. (Pre-Paid Legal Services, Inc.)	—	Personal, Food and Miscellaneous Services		—			—		3,000		3,000,000		4,871,242
New Gulf Resources, LLC (Warrants) ⁽¹¹⁾	05/09/2024	Oil and Gas		—			—		13,500		495,000		—
Patriot National, Inc.	—	Insurance		—			—		100,885		238,037		676,938
Power Products Holdings, LLC, Class A Units ⁽¹¹⁾	—	Electronics		—			—		1,350,000		901,263		1,161,801
Power Products Holdings, LLC, Class B Units ⁽¹¹⁾	—	Electronics		—			—		150,000		142,300		1,735,242
Ride Group Parent, Inc.	—	Personal Transportation		—			—		1,870,331		148,998		136,735
Roto Holdings, Inc.	—	Manufacturing / Basic Industries		—			—		1,330		133,000		552,741
Vestcom Parent Holdings, Inc.	—	Printing and Publishing		—			—		211,797		793,873		3,840,699
vRide Holdings, Inc.	—	Personal Transportation		—			—		9,882		11,314		20,872
VText Holdings, Inc.	—	Business Services		—			—		35,526		4,050,000		8,604,019

Total Common Equity/Partnership Interests/Warrants											23,987,640		49,786,235

Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies											1,044,859,200		987,155,675

Investments in Non-Controlled, Affiliated Portfolio Companies—26.2% ^{(1), (2)}
First Lien Secured Debt—7.1%
Corfin Industries LLC	11/25/2020	Aerospace and Defense		10.75	%		L+975		23,700,000		23,232,501		23,226,000
Corfin Industries LLC (Revolver) ⁽⁹⁾	11/25/2020	Aerospace and Defense		—			—		1,942,623		—		—
TRAK Acquisition Corp.	04/30/2018	Business Services		12.00	%⁽⁷⁾		L+1,050		23,514,911		23,310,425		22,809,464

Total First Lien Secured Debt											46,542,926		46,035,464

Second Lien Secured Debt—3.8%
Affinion Group, Inc.	10/31/2018	Consumer Products		8.50	%		L+700		18,000,000		16,645,581		15,319,980
EnviroSolutions Real Property Holdings, Inc.	12/26/2017	Environmental Services		9.00	%		L+800		9,409,740		9,248,261		9,127,448

Total Second Lien Secured Debt											25,893,842		24,447,428

Subordinated Debt/Corporate Notes—6.2%
Affinion International Holdings Limited	07/30/2018	Consumer Products		7.50 (PIK 7.50	% %)		—		9,517,000		8,262,106		8,089,450
DirectBuy Holdings, Inc.	11/05/2019	Consumer Products		—	⁽⁶⁾		—		13,484,832		13,484,833		4,449,995
Service Champ, Inc.	10/02/2017	Auto Sector		12.50	%		—		28,000,000		27,743,871		27,795,516

Total Subordinated Debt/Corporate Notes											49,490,810		40,334,961

Preferred Equity—0.8% ⁽⁶⁾
PAS International Holdings, Inc.	—	Aerospace and Defense		—			—		53,071		20,059,340		5,254,029

Common Equity/Partnership Interests/Warrants—8.3% ⁽⁶⁾
Affinion Group Holdings, Inc.	—	Consumer Products		—			—		859,496		30,503,493		30,716,781
Affinion Group Holdings, Inc., Series C and Series D	—	Consumer Products		—			—		37,181		10,265,973		205,802
Corfin InvestCo, L.P.	—	Aerospace and Defense		—			—		11,250		1,125,000		1,125,000
Corfin InvestCo, L.P. ⁽⁹⁾	—	Aerospace and Defense		—			—		11,250		—		—
DirectBuy Holdings, Inc.	—	Consumer Products		—			—		104,719		21,492,822		—
DirectBuy Holdings, Inc. (Warrants)	11/05/2022	Consumer Products		—			—		15,486		—		—
EnviroSolutions Holdings, Inc.	—	Environmental Services		—			—		143,668		11,960,702		12,271,800
NCP-Performance, L.P.	—	Leisure, Amusement, Motion Pictures and Entertainment		—			—		375,000		3,750,000		—
New Service Champ Holdings, Inc.	—	Auto Sector		—			—		16,800		2,721,600		5,020,615
PAS International Holdings, Inc.	—	Aerospace and Defense		—			—		53,071		202,620		2,810,881
TRAK Acquisition Corp.	—	Business Services		—			—		491,755		188,837		1,592,315

Total Common Equity/Partnership Interests/Warrants											82,211,047		53,743,194

Total Investments in Non-Controlled, Affiliated Portfolio Companies											224,197,965		169,815,076

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)


Issuer Name	Maturity / Expiration	Industry	Current Coupon			Basis Point Spread Above Index ⁽⁴⁾		Par / Shares		Cost		Fair Value ⁽³⁾
Investments in Controlled, Affiliated Portfolio Companies—16.2% ^(1), (2)
First Lien Secured Debt—14.0%
RAM Energy LLC, Tranche A	07/18/2019	Energy and Utilities		10.00 (PIK 10.00	% %)		L+800		78,395,067	$	77,210,954	$	66,635,807
Superior Digital Displays, LLC	12/31/2018	Media		14.00 (PIK 14.00	% %)		L+1,300		23,880,294		21,886,532		23,880,294

Total First Lien Secured Debt											99,097,486		90,516,101

Second Lien Secured Debt—0.9%
Superior Digital Displays, LLC	07/01/2019	Media		16.00 (PIK 16.00	% %)		L+1,500		5,986,614		5,986,614		5,986,614
Superior Digital Displays, LLC ⁽⁹⁾	07/01/2019	Media		—			—		275,000		—		—

Total Second Lien Secured Debt											5,986,614		5,986,614

Preferred Equity—0.1% ⁽⁶⁾
Superior Digital Display Holdings, Inc.	—	Media		15.00	%		—		37,046		5,000,000		868,701

Common Equity—1.2% ⁽⁶⁾
MidOcean JF Holdings Corp.	—	Distribution		—			—		65,933		24,761,831		7,542,194
RAM Energy Holdings LLC	—	Energy and Utilities		—			—		23,141		20,824,388		—
Superior Digital Displays Holdings, Inc.	—	Media		—			—		11,100		2,211,000		—

Total Common Equity											47,797,219		7,542,194

Total Investments in Controlled, Affiliated Portfolio Companies											157,881,319		104,913,610

Total Investments—194.9%											1,426,938,484		1,261,884,361

Cash and Cash Equivalents—4.1%
BlackRock Liquidity Funds, Temp Cash, Institutional Shares											2,952,475		2,952,475
BNY Mellon Cash Reserve and Cash											23,329,102		23,302,444

Total Cash and Cash Equivalents											26,281,577		26,254,919

Total Investments and Cash Equivalents—199.0%										$	1,453,220,061	$	1,288,139,280

Liabilities in Excess of Other Assets—(99.0%)													(640,829,881	)
Net Assets—100.0%												$	647,309,399

(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 generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the 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 generally 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 (see Note 6).

(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 “P.” All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes payment-in-kind, or PIK, interest and other fee rates, if any.

(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, normally to qualified institutional buyers.

(6)	Non-income producing securities.

(7)	Coupon is payable in cash and/or PIK.

(8)	Coupon is not subject to a LIBOR or Prime rate floor.

(9)	Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.

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

(11)	Investment is held through a consolidated taxable subsidiary (See Note 1).

(12)	Par amount is denominated in British Pounds.

(13)	The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2015


Issuer Name	Maturity / Expiration	Industry	Current Coupon			Basis Point Spread Above Index ⁽⁴⁾			Par / Shares		Cost		Fair Value ⁽³⁾
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—153.0% ^{(1), (2)} First Lien Secured Debt—39.1%
Aircell Business Aviation Services LLC	03/21/2018	Communications		11.25	%		L+975			22,689,469	$	22,109,951	$	23,483,601
AKA Diversified Holdings, Inc.	04/02/2018	Retail		11.97	%		L+1,175	⁽⁸⁾		44,459,443		43,751,988		45,126,826
AKA Diversified Holdings, Inc. (Revolver) ⁽⁹⁾	04/02/2018	Retail		—			—			4,371,469		—		65,620
AP Gaming I, LLC	12/21/2020	Hotels, Motels, Inns and Gaming		9.25	%		L+825			23,573,292		23,268,725		23,180,325
Hollander Sleep Products, LLC	10/21/2020	Consumer Products		9.00	%		L+800			4,477,500		4,418,746		4,477,500
Interior Specialists, Inc.	06/30/2020	Building Materials		9.00	%		L+800			25,500,000		25,254,194		25,500,000
K2 Pure Solutions NoCal, L.P.	08/19/2019	Chemicals, Plastics and Rubber		11.00	%		L+1,000			21,644,154		21,333,439		20,091,220
Linc USA GP and Linc Energy Finance (USA), Inc. ⁽⁵⁾	10/31/2017	Oil and Gas		9.63	%		—			5,626,850		5,626,850		5,007,897
Prince Mineral Holding Corp. ⁽⁵⁾	12/16/2019	Mining, Steel, Iron and Non- Precious Metals		11.50	%		—			14,250,000		14,137,010		11,970,000
Robertshaw US Holding Corp.	06/18/2019	Electronics		9.00	%		L+750			13,435,343		13,339,249		13,407,176
Sotera Defense Solutions, Inc.	04/21/2017	Aerospace and Defense		9.00	%		L+750			19,704,329		19,043,541		17,733,896
Sunborn International (UK) Limited ^{(10), (12), (13)}	09/28/2018	Hotels, Motels, Inns and Gaming		13.00 (PIK 0.50	% %)		L+1,250	⁽⁸⁾		19,947,600		30,053,647		29,873,876
Trust Inns Limited ^{(10), (12), (13)}	02/12/2020	Buildings and Real Estate		11.08	%		L+1,050	⁽⁸⁾		24,386,987		38,764,474		36,411,706
US Med Acquisition, Inc.	08/13/2021	Healthcare, Education and Childcare		10.00	%		L+900			8,739,063		8,739,063		8,739,062
U.S. Well Services, LLC	05/02/2019	Oil and Gas		12.00	%		L+1,150			15,297,762		15,036,838		15,308,835

Total First Lien Secured Debt												284,877,715		280,377,540

Second Lien Secured Debt—83.7%
Affinion Group, Inc.	10/31/2018	Consumer Products		8.50	%		L+700			18,000,000		16,544,788		16,076,340
American Gilsonite Company ⁽⁵⁾	09/01/2017	Diversified Natural Resources, Precious Metals and Minerals		11.50	%		—			25,400,000		25,400,000		24,130,000
Ascensus, Inc.	12/02/2020	Financial Services		9.00	%		L+800			15,500,000		15,322,421		15,441,875
Balboa Capital Corporation ⁽¹³⁾	03/04/2022	Financial Services		13.00	%		—			19,000,000		18,721,641		18,810,000
Bennu Oil & Gas, LLC	11/01/2018	Oil and Gas		12.25 (PIK 2.50	% %)		L+1,100			26,484,773		25,150,663		20,393,275
Foundation Building Materials, LLC	04/30/2019	Building Materials		13.25	%		P+1,000			45,000,000		44,625,152		45,900,000
Foundation Building Materials, LLC	04/30/2019	Building Materials		14.25 (PIK 1.00	% %)		P+1,100			33,109,864		32,588,028		33,772,061
Howard Berger Co. LLC	09/30/2020	Distribution		11.00	%		L+1,000			41,250,000		39,088,044		40,012,500
Intermediate Transportation 100, LLC ⁽⁵⁾	03/01/2017	Cargo Transport		—	⁽⁶⁾		—			4,391,420		4,391,422		1,229,598
J.A. Cosmetics Holdings, Inc.	07/31/2019	Consumer Products		11.00	%		L+1,000			34,000,000		33,476,169		34,340,000
Jacobs Entertainment, Inc.	10/29/2019	Hotels, Motels, Inns and Gaming		13.00	%		L+1,175			48,765,129		48,307,757		48,765,129
Language Line, LLC	07/07/2022	Personal, Food and Miscellaneous Services		10.75	%		L+975			40,312,500		39,711,804		40,211,719
Linc USA GP and Linc Energy Finance (USA), Inc. ⁽⁵⁾	10/31/2017	Oil and Gas		12.50	%⁽⁷⁾		—			11,875,000		11,667,848		9,143,751
New Gulf Resources, LLC ⁽⁵⁾	05/15/2019	Oil and Gas		—	⁽⁶⁾		—			45,000,000		44,698,345		31,500,000
Novitex Acquisition, LLC	07/07/2021	Business Services		11.75	%		L+1,050			41,250,000		40,883,259		40,425,000
Parq Holdings Limited Partnership ^{(10), (13)}	12/17/2021	Hotels, Motels, Inns and Gaming		13.00	%		L+1,200			75,000,000		75,000,000		75,586,475
Penton Media, Inc.	10/02/2020	Media		9.00	%		L+775			19,698,091		19,478,649		19,615,950
Pre-Paid Legal Services, Inc.	07/01/2020	Personal, Food and Miscellaneous Services		10.25	%		L+900			56,750,000		56,098,358		56,608,125
Prime Security Services Borrower, LLC	07/01/2022	Personal, Food and Miscellaneous Services		9.75	%		L+875			28,500,000		28,082,664		28,001,250

Total Second Lien Secured Debt												619,237,012		599,963,048

Subordinated Debt/Corporate Notes—20.7%
Affinion Group Holdings, Inc.	09/14/2018	Consumer Products		—	⁽⁶⁾		—			41,389,881		37,715,391		15,728,155
Affinion Investments LLC	08/15/2018	Consumer Products		—	⁽⁶⁾		—			21,625,412		18,687,177		14,489,026
Alegeus Technologies, LLC	02/15/2019	Financial Services		12.00	%		—			8,930,000		8,819,557		8,872,566
Cascade LP Holdings, LLC	08/20/2021	Environmental Services		12.00	%		—			27,475,553		26,893,410		26,926,042
Cascade LP Holdings, LLC ⁽⁹⁾	02/20/2017	Environmental Services		—			—			11,124,447		—		27,811
Credit Infonet, Inc.	10/26/2018	Personal, Food and Miscellaneous Services		13.00 (PIK 1.75%	% )		—			10,800,349		10,664,093		10,628,485
MSPark, Inc.	06/15/2017	Printing and Publishing		14.50	%⁽⁷⁾		—			15,000,000		14,836,009		15,000,000
New Gulf Resources, LLC ⁽⁵⁾	11/15/2019	Oil and Gas		—	⁽⁶⁾		—			15,204,289		14,829,719		1,520,429
Randall-Reilly, LLC	04/15/2019	Other Media		12.50	%⁽⁷⁾		—			42,275,000		41,618,180		41,892,583
Roto Holdings, Inc.	05/13/2021	Manufacturing / Basic Industries		11.00	%		—			13,300,000		13,057,260		13,167,000

Total Subordinated Debt/Corporate Notes												187,120,796		148,252,097

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

SEPTEMBER 30, 2015


Issuer Name	Maturity / Expiration	Industry	Current Coupon			Basis Point Spread Above Index ⁽⁴⁾		Par / Shares		Cost		Fair Value ⁽³⁾
Preferred Equity/Partnership Interests—1.8%⁽⁶⁾
AH Holdings, Inc.	—	Healthcare, Education and Childcare		6.00	%		—		211	$	500,000	$	355,508
Alegeus Technologies Holdings Corp.	—	Financial Services		—			—		949		949,050		995,487
Convergint Technologies Holdings, LLC	—	Electronics		8.00	%		—		2,375		2,088,121		2,222,223
HW Holdco, LLC	—	Other Media		8.00	%		—		3,591		—		24,177
J.A. Cosmetics US, Inc.	—	Consumer Products		8.00	%		—		3,397		3,397,484		3,871,624
Roto Holdings, Inc.	—	Manufacturing / Basic Industries		—			—		1,197		1,197,000		1,295,710
vRide Holdings, Inc. (f/k/a Ride Holdings, Inc.)	—	Personal Transportation		8.00	%		—		1,966,667		2,102,669		4,275,107

Total Preferred Equity/Partnership Interests											10,234,324		13,039,836

Common Equity/Partnership Interests/Warrants—7.7% ⁽⁶⁾
A2Z Wireless Holdings, Inc.	—	Retail		—			—		1,736		445,500		2,528,247
Affinion Group Holdings, Inc., Series A (Warrants)	12/12/2023	Consumer Products		—			—		4,798,624		10,265,972		2,519,278
Affinion Group Holdings, Inc., Series B (Warrants)	12/12/2023	Consumer Products		—			—		9,822,196		—		196,444
AH Holdings, Inc. (Warrants)	03/23/2021	Healthcare, Education and Childcare		—			—		753		—		—
Alegeus Technologies Holding Corp.	—	Financial Services		—			—		1		950		996
ASP LCG Holdings, Inc. (Warrants)	05/05/2026	Education		—			—		933		586,975		820,067
Autumn Games, LLC	—	Broadcasting and Entertainment		—			—		1,333,330		3,000,000		—
Cardinal Logistics Holdings LLC ⁽¹¹⁾(Intermediate Transportation 100, L.L.C.)	—	Cargo Transport		—			—		137,923		2,111,588		—
Cascade LP Holdings, LLC ⁽¹¹⁾	—	Environmental Services		—			—		23,600		2,360,000		3,473,308
CI (FBM) Holdings, LLC ⁽¹¹⁾ (Foundation Building Materials, LLC)	—	Building Materials		—			—		207,242		2,250,000		8,223,485
CI (FBM) Holdings, LLC ^{(9), (11)} (Foundation Building Materials, LLC)	—	Building Materials		—			—		103,621		—		—
CI (Galls) Prime Investment Holdings, LLC ⁽¹¹⁾	—	Distribution		—			—		1,745,639		1,745,639		2,040,629
Convergint Technologies Holdings, LLC	—	Electronics		—			—		2,375		—		999,889
Faraday Holdings, LLC (Interior Specialists, Inc.)	—	Building Materials		—			—		3,520		171,601		196,748
HW Holdco, LLC	—	Other Media		—			—		388,378		—		2,500,113
J.A. Cosmetics US, Inc.	—	Consumer Products		—			—		252		2,516		1,833,357
Kadmon Holdings, LLC, Class A	—	Healthcare, Education and Childcare		—			—		1,079,920		1,236,832		6,701,684
Kadmon Holdings, LLC, Class D	—	Healthcare, Education and Childcare		—			—		1,079,920		1,028,807		1,028,807
LaMi Acquisition, LLC ⁽¹¹⁾	—	Distribution		—			—		16		383,447		383,447
Lariat ecoserv Co-Invest Holdings, LLC ⁽¹¹⁾	—	Environmental Services		—			—		1,000,000		1,000,000		761,955
Magnum Hunter Resources Corporation (Warrants) ⁽¹³⁾	04/16/2016	Oil and Gas		—			—		122,192		182,498		—
MidOcean PPL Holdings, Corp. (Pre-Paid Legal Services, Inc.)	—	Personal, Food and Miscellaneous Services		—			—		3,000		3,000,000		4,813,759
New Gulf Resources, LLC (Warrants) ⁽¹¹⁾	05/09/2024	Oil and Gas		—			—		13,500		495,000		—
Patriot National, Inc. (Warrants)	11/27/2023	Insurance		—			—		123,129		238,049		1,620,378
Power Products Holdings, LLC, Class A Units ⁽¹¹⁾	—	Electronics		—			—		1,350,000		901,263		1,141,900
Power Products Holdings, LLC, Class B Units ⁽¹¹⁾	—	Electronics		—			—		150,000		142,300		1,351,202
Ride Group Parent, Inc.	—	Personal Transportation		—			—		1,870,331		148,998		148,998
Roto Holdings, Inc.	—	Manufacturing / Basic Industries		—			—		1,330		133,000		612,550
vRide Holdings, Inc. (f/k/a Ride Holdings, Inc.)	—	Personal Transportation		—			—		9,882		11,314		21,481
Vestcom Parent Holdings, Inc.	—	Printing and Publishing		—			—		211,797		793,873		3,570,645
VText Holdings, Inc.	—	Business Services		—			—		35,526		4,050,000		7,597,191

Total Common Equity/Partnership Interests/Warrants											36,686,122		55,086,558

Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies											1,138,155,969		1,096,719,079

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

SEPTEMBER 30, 2015


Issuer Name	Maturity / Expiration	Industry	Current Coupon			Basis Point Spread Above Index ⁽⁴⁾		Par / Shares		Cost		Fair Value ⁽³⁾
Investments in Non-Controlled, Affiliated Portfolio Companies—13.3% ^{(1), (2)}
First Lien Secured Debt—3.2%
TRAK Acquisition Corp.	04/30/2018	Business Services		12.00	%⁽⁷⁾		L+1,050		23,514,911		23,285,423		23,044,613

Second Lien Secured Debt—1.3%
EnviroSolutions Real Property Holdings, Inc.	12/26/2017	Environmental Services		9.00	%		L+800		9,409,740		9,237,014		9,127,448
EnviroSolutions Real Property Holdings, Inc. ⁽⁹⁾	12/31/2015	Environmental Services		—			—		758,850		—		—

Total Second Lien Secured Debt											9,237,014		9,127,448

Subordinated Debt/Corporate Notes—4.8%
DirectBuy Holdings, Inc.	11/05/2019	Consumer Products		—	⁽⁶⁾		—		13,092,070		13,092,071		6,284,194
Service Champ, Inc.	10/02/2017	Auto Sector		12.50	%		—		28,000,000		27,702,867		27,931,507

Total Subordinated Debt/Corporate Notes											40,794,938		34,215,701

Preferred Equity—0.7% ⁽⁶⁾
PAS International Holdings, Inc.	—	Aerospace and Defense		—			—		53,071		20,059,340		5,254,029

Common Equity/Partnership Interests/Warrants—3.3% ⁽⁶⁾
DirectBuy Holdings, Inc.	—	Consumer Products		—			—		104,719		21,492,822		—
DirectBuy Holdings, Inc. (Warrants)	11/05/2022	Consumer Products		—			—		15,486		—		—
EnviroSolutions Holdings, Inc.	—	Environmental Services		—			—		143,668		11,960,702		11,337,381
NCP-Performance, L.P.	—	Leisure, Amusement, Motion Pictures and Entertainment		—			—		375,000		3,750,000		—
New Service Champ Holdings, Inc.	—	Auto Sector		—			—		16,800		2,721,600		4,457,055
PAS International Holdings, Inc.	—	Aerospace and Defense		—			—		53,071		202,619		6,178,645
TRAK Acquisition Corp.	—	Business Services		—			—		491,755		188,837		1,888,232

Total Common Equity/Partnership Interests/Warrants											40,316,580		23,861,313

Total Investments in Non-Controlled, Affiliated Portfolio Companies											133,693,295		95,503,104

Investments in Controlled, Affiliated Portfolio Companies—15.0% ^(1), (2)
First Lien Secured Debt—13.4%
RAM Energy LLC, Tranche A	07/18/2019	Energy and Utilities		10.00% (PIK 10.00	%)		L+800		76,425,000		75,177,005		72,759,582
Superior Digital Displays, LLC	12/31/2018	Media		14.00% (PIK 14.00	%)		L+1,300		23,055,423		20,951,257		23,055,423

Total First Lien Secured Debt											96,128,262		95,815,005

Second Lien Secured Debt—0.5%
Superior Digital Displays, LLC	07/01/2019	Media		16.00% (PIK 16.00	%)		L+1,500		3,462,417		3,462,417		3,462,417
Superior Digital Displays, LLC ⁽⁹⁾	07/01/2019	Media		—			—		2,575,000		—		—

Total Second Lien Secured Debt											3,462,417		3,462,417

Preferred Equity—0.1% ⁽⁶⁾
Superior Digital Display Holdings, Inc.	—	Media		15.00	%		—		37,046		5,000,000		648,021

Common Equity—1.0% ⁽⁶⁾
MidOcean JF Holdings Corp.	—	Distribution		—			—		65,933		24,761,831		6,900,207
RAM Energy Holdings LLC (f/k/a RAM Energy, LLC)	—	Energy and Utilities		—			—		23,141		20,824,388		—
Superior Digital Displays Holdings, Inc.	—	Media		—			—		11,100		2,211,000		—

Total Common Equity											47,797,219		6,900,207

Total Investments in Controlled, Affiliated Portfolio Companies											152,387,898		106,825,650

Total Investments—181.3%											1,424,237,162		1,299,047,833

Cash and Cash Equivalents—6.9%
BlackRock Liquidity Funds, Temp Cash, Institutional Shares											4,564,638		4,564,638
BNY Mellon Cash Reserve and Cash											45,072,777		45,054,618

Total Cash and Cash Equivalents											49,637,415		49,619,256

Total Investments and Cash Equivalents—188.2%										$	1,473,874,577	$	1,348,667,089

Liabilities in Excess of Other Assets—(88.2%)													(632,076,547	)
Net Assets—100.0%												$	716,590,542

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)

SEPTEMBER 30, 2015

(1)

(2)

(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 “L,” or Prime rate, or “P.” All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

(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, normally to qualified institutional buyers.

(6)	Non-income producing securities.

(7)	Coupon is payable in cash and/or PIK.

(8)	Coupon is not subject to a LIBOR or Prime rate floor.

(9)	Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.

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

(11)	Investment is held through a consolidated taxable subsidiary (See Note 1).

(12)	Par amount is denominated in British Pounds.

(13)	The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(Unaudited)

1. ORGANIZATION

PennantPark Investment Corporation was organized as a Maryland corporation 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 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 debt, mezzanine debt and, to a lesser extent, 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.” Our 2025 Notes trade on the New York Stock Exchange, or the NYSE, under the symbol “PNTA.”

We have entered into an investment management agreement, or the Investment Management Agreement, with the Investment Adviser, an external adviser that manages our day-to-day operations. We have also entered into an administration agreement, or the Administration Agreement, with the Administrator, which provides the administrative services necessary for us to operate. PennantPark Investment, through the Investment Adviser, manages day-to-day operations of and provides investment advisory services to each of our SBIC Funds under separate investment management agreements. PennantPark Investment, through the Administrator, also provides similar services to each of our SBIC Funds under a separate administration agreement. See Note 3.

Our wholly owned subsidiaries, SBIC LP and SBIC II, were organized as Delaware limited partnerships in 2010 and 2012, respectively. SBIC LP and SBIC II received licenses from the SBA to operate as SBICs, under Section 301(c) of the 1958 Act. Our SBIC Funds’ objectives are to generate both current income and capital appreciation through debt and equity investments generally by investing with us in SBA eligible businesses that meet the investment criteria used by PennantPark Investment.

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. The Taxable Subsidiaries allow us to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements of a RIC under 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 periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to the Financial Accounting Standards Board’s Accounting Standards Codification, as amended, 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, consistent with ASC 946, Financial Services – Investment Companies, and pursuant to the requirements for reporting on Form 10-K/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

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 be different than our valuation and the difference may be material. See Note 5.

Our portfolio generally consists of illiquid securities, including debt and equity investments. 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 the Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assess the valuation methodologies of the independent valuation firms, and responds to 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.

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

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. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such 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.

(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 prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments, our Credit Facility and our Notes 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, or OID, market discount or premium and deferred financing costs on liabilities which we do not fair value are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. 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 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

We have complied with the requirements of Subchapter M of the Code and have qualified to be subject to tax as a RIC. As a result, we account for income taxes using the asset and 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 basis of existing assets and liabilities. Based upon our qualification and election to be subject to taxation as a RIC, we do not typically pay any material level of federal income taxes. Although we are not subject to federal income taxes as a RIC, we may elect to retain a portion of our calendar year income, which may result in an excise tax, or may incur taxes through our Taxable Subsidiaries and have accrued $1.3 million and zero for taxes for the three month periods ended December 31, 2015 and 2014, respectively.

We recognize the effect of a tax position in our Consolidated Financial Statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. We did not have any uncertain tax positions or any unrecognized tax benefits that met the recognition or measurement criteria of ASC 740-10-25 as of the periods presented herein.

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. 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.

(d) Distributions and Capital Transactions

Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is ratified 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. The tax attributes for distributions will generally include ordinary income and capital gains, but may also include qualified dividends and/or return of capital.

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) Foreign Currency Translation

Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and

Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. Government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. Government securities.

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

(f) 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 our SBIC Funds and our Taxable Subsidiaries in our Consolidated Financial Statements.

3. AGREEMENTS

The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2016. Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of our board of directors, manages the day-to-day operations of and provides investment advisory services to us. Our SBIC Funds’ investment management agreements do 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, or collectively referred to as Management Fees.

The base management fee is calculated at an annual rate of 2.00% of our “average adjusted gross assets,” which equals our gross assets (net of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and adjusted to exclude cash, cash equivalents and unfunded commitments, if any) and 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 example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For the three months ended December 31, 2015 and through December 31, 2016, the Investment Adviser has voluntarily agreed, in consultation with the board of directors, to waive 16% of base management fees, correlated to our 16% energy cost exposure (oil & gas and energy & utilities industries) as of December 31, 2015. For the three months ended December 31, 2015 and 2014, the Investment Adviser earned a base management fee of $5.5 million (after a waiver of $1.0 million) and $6.8 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, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, 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 or amendment fees under any credit facility 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 a deferred interest feature (such as OID, 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, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of 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 pro-rated for any share issuances or repurchases during the relevant quarter, if applicable. For the three months ended December 31, 2015 and through December 31, 2016, the Investment Adviser has voluntarily agreed, in consultation with the board of directors, to waive 16% of incentive fees, correlated to our 16% energy cost exposure (oil & gas and energy & utilities industries) as of December 31, 2015. For the three months ended December 31, 2015 and 2014, the Investment Adviser earned an incentive fee of $3.2 million (after a waiver of $0.6 million) and $4.9 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% 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. For each of the three months ended December 31, 2015 and 2014, the Investment Adviser did not earn an incentive fee on capital gains as calculated under the Investment Management Agreement (as described above).

Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments and foreign currencies held at the end of each period. 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 cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 20% 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. For each of the three months ended December 31, 2015 and 2014, our unrealized and realized capital gains did not exceed our cumulative realized and unrealized losses and therefore resulted in no accrual for capital gains incentive fees.

The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 2016. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. The Administrator provides similar services to our SBIC Funds under each of their administration agreements with PennantPark Investment. For providing these services, facilities and personnel, PennantPark Investment has 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 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 Statements of Operations. For the three months ended December 31, 2015 and 2014, the Investment Adviser was reimbursed $0.3 million and $0.7 million, respectively, from us, including expenses incurred on behalf of the Administrator, for the services described above.

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

4. INVESTMENTS

Purchases of investments, including PIK interest, for the three months ended December 31, 2015 and 2014 totaled $134.8 million and $160.3 million, respectively. Sales and repayments of investments for the same periods totaled $108.1 million and $79.3 million, respectively.

Investments and cash and cash equivalents consisted of the following:


	December 31, 2015				September 30, 2015
Investment Classification	Cost		Fair Value		Cost		Fair Value
First lien	$	494,256,091	$	477,173,046	$	404,291,400	$	399,237,158
Second lien		546,185,353		481,559,888		631,936,443		612,552,913
Subordinated debt / corporate notes		197,207,470		173,103,868		227,915,734		182,467,798
Equity and partnership interests		189,289,570		130,047,559		160,093,585		104,789,964

Total investments		1,426,938,484		1,261,884,361		1,424,237,162		1,299,047,833

Cash and cash equivalents		26,281,577		26,254,919		49,637,415		49,619,256

Total investments, cash and cash equivalents	$	1,453,220,061	$	1,288,139,280	$	1,473,874,577	$	1,348,667,089

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:


Industry Classification	December 31, 2015			September 30, 2015
Hotels, Motels, Inns and Gaming		14	%		14	%
Personal, Food and Miscellaneous Services		11			11
Consumer Products		10			8
Business Services		6			6
Energy and Utilities		5			6
Environmental Services		5			4
Oil and Gas		5			6
Aerospace and Defense		4			2
Distribution		4			4
Manufacturing / Basic Industries		4			1
Media		4			4
Other Media		4			3
Retail		4			4
Auto Sector		3			2
Buildings and Real Estate		3			3
Building Materials		2			9
Chemicals, Plastics and Rubber		2			2
Communications		2			2
Electronics		2			1
Financial Services		2			3
Other		4			5

Total		100	%		100	%

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value, as defined under ASC 820, Fair Value Measurement, or 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 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 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. A review of fair value hierarchy classifications is conducted on a quarterly basis.

The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence was available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable orderly market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.

Our investments are generally structured as debt and equity investments in the form of senior secured debt, mezzanine debt and equity co-investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by our Investment Adviser and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments valued using unobservable inputs are included in Level 3 of the fair value hierarchy.

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities. 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 three months ended December 31, 2015 and 2014, our ability to observe valuation inputs resulted in one reclassification of an asset from Level 2 to 1 and one reclassification of an asset from Level 2 to 3, respectively.

In addition to using the above inputs in cash equivalents, investments, our Notes 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.

As outlined in the table below, some of our Level 3 investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids typically include a disclaimer, have no corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such bids do not reflect the fair value on an investment, it may independently value such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.

The remainder of our portfolio and our long-term Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that 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, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. 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.

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

Our Level 3 valuations techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes:


Asset Category	Fair Value at December 31, 2015		Valuation Technique	Unobservable Input	Range of Input (Weighted Average)
Debt investments	$	137,100,605	Market Comparable	Broker/Dealer bids or quotes	N/A
Debt investments		994,736,197	Market Comparable	Market Yield	6.3% – 22.5% (13.3%)
Equity investments		129,370,621	Enterprise Market Value	EBITDA multiple	3.4x – 27.5x (9.3x)

Total Level 3 investments	$	1,261,207,423

Long-Term Credit Facility	$	134,682,108	Market Comparable	Market Yield	4.3%


Asset Category	Fair Value at September 30, 2015		Valuation Technique	Unobservable Input	Range of Input (Weighted Average)
Debt investments	$	281,455,418	Market Comparable	Broker/Dealer bids or quotes	N/A
Debt investments		912,802,451	Market Comparable	Market Yield	9.6% – 34.7% (14.1%)
Equity investments		2,715,722	Market Comparable	Broker/Dealer bids or quotes	N/A
Equity investments		100,453,864	Enterprise Market Value	EBITDA multiple	3.4x – 22.5x (9.2x)

Total Level 3 investments	$	1,297,427,455

Long-Term Credit Facility	$	132,356,860	Market Comparable	Market Yield	3.4%

Our investments, cash and cash equivalents, Credit Facility and our Notes were categorized as follows in the fair value hierarchy for ASC 820 purposes:


	Fair Value at December 31, 2015
Description	Fair Value		Level 1		Level 2		Level 3
Debt investments	$	1,131,836,802	$	—	$	—	$	1,131,836,802
Equity investments		130,047,559		676,938		—		129,370,621

Total investments		1,261,884,361		676,938		—		1,261,207,423
Cash and cash equivalents		26,254,919		26,254,919		—		—

Total investments and cash and cash equivalents	$	1,288,139,280	$	26,931,857	$	—	$	1,261,207,423

Long-Term Credit Facility	$	134,682,108	$	—	$	—	$	134,682,108
2019 Notes		249,247,500		—		249,247,500		—
2025 Notes		71,136,000		71,136,000		—		—

Total debt	$	455,065,608	$	71,136,000	$	249,247,500	$	134,682,108


	Fair Value at September 30, 2015
Description	Fair Value		Level 1		Level 2		Level 3
Debt investments	$	1,194,257,869	$	—	$	—	$	1,194,257,869
Equity investments		104,789,964		—		1,620,378		103,169,586

Total investments		1,299,047,833		—		1,620,378		1,297,427,455
Cash and cash equivalents		49,619,256		49,619,256		—		—

Total investments and cash and cash equivalents	$	1,348,667,089	$	49,619,256	$	1,620,378	$	1,297,427,455

Long-Term Credit Facility	$	132,356,860	$	—	$	—	$	132,356,860
2019 Notes		253,102,500		—		253,102,500		—
2025 Notes		71,136,000		71,136,000		—		—

Total debt	$	456,595,360	$	71,136,000	$	253,102,500	$	132,356,860

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

The tables below show a reconciliation of the beginning and ending balances for fair valued investments measured using significant unobservable inputs (Level 3):


	Three Months Ended December 31, 2015
Description	Debt investments			Equity investments			Totals
Beginning Balance	$	1,194,257,869		$	103,169,586		$	1,297,427,455
Net realized (losses) gains		(27,123,807	)		1,691,446			(25,432,361	)
Net unrealized depreciation		(35,926,407	)		(3,177,458	)		(39,103,865	)
Purchases, PIK interest, net discount accretion and non-cash exchanges		104,756,425			31,628,493			136,384,918
Sales, repayments and non-cash exchanges		(104,127,278	)		(3,941,446	)		(108,068,724	)
Transfers in/out of Level 3		—			—			—

Ending Balance	$	1,131,836,802		$	129,370,621		$	1,261,207,423

Net change in unrealized (depreciation) appreciation reported within the net change in unrealized (depreciation) appreciation on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date.	$	(59,533,459)		$	2,796,027		$	(56,737,432)


	Three Months Ended December 31, 2014
Description	Debt investments			Equity investments			Totals
Beginning Balance	$	1,161,475,899		$	111,862,237		$	1,273,338,136
Net realized gains		495,299			8,308,938			8,804,237
Net unrealized depreciation		(47,106,810	)		(1,622,841	)		(48,729,651	)
Purchases, PIK interest, net discount accretion and non-cash exchanges		140,464,187			5,704,999			146,169,186
Sales, repayments and non-cash exchanges		(65,951,718	)		(13,520,558	)		(79,472,276	)
Transfers in/out of Level 3		29,146,379			—			29,146,379

Ending Balance	$	1,218,523,236		$	110,732,775		$	1,329,256,011

Net change in unrealized (depreciation) appreciation reported within the net change in unrealized (depreciation) appreciation on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date.	$	(47,853,929	)	$	3,534,841		$	(44,319,088	)

The table below shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3):


	Carrying / Fair Value
Long-Term Credit Facility	Three Months Ended December 31,
Long-Term Credit Facility	2015			2014
Beginning Balance (cost – $106,864,300 and $305,226,300, respectively)	$	102,356,860		$	304,847,870
Net change in unrealized depreciation included in earnings		(3,805,775	)		(2,740,127	)
Borrowings ⁽¹⁾		126,316,923			116,000,000
Repayments ⁽¹⁾		(105,185,900	)		(53,344,800	)
Transfers in and/or out of Level 3		—			—

Ending Balance (cost – $127,995,323 and $367,881,500, respectively)	$	119,682,108		$	364,762,943
Temporary draws outstanding, at cost		15,000,000			8,000,000

Ending Balance (cost – $142,995,323 and $375,881,500, respectively)	$	134,682,108		$	372,762,943

⁽¹⁾	Excludes temporary draws.

As of December 31, 2015, we had outstanding non-U.S. dollar borrowings on our Credit Facility denominated in British Pounds. Net currency change in fair value on these outstanding borrowings is listed below:


Foreign Currency	Local Currency		Original Borrowing Cost		Current Value		Reset Date	Change in Fair Value
British Pound	£	48,000,000	$	76,995,323	$	70,762,032	January 4, 2016	$	(6,233,291)

As of September 30, 2015, we had outstanding non-U.S. dollar borrowings on our Credit Facility denominated in British Pounds. Net currency change in fair value on these outstanding borrowings is listed below:


Foreign Currency	Local Currency		Original Borrowing Cost		Current Value		Reset Date	Change in Fair Value
British Pound	£	28,000,000	$	46,864,300	$	42,356,860	October 1, 2015	$	(4,507,440)

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

The carrying value of our consolidated 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 and our Notes. We elected to use the fair value option for the Credit Facility and our Notes 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. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility and our Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the SBA debentures. For the three months ended December 31, 2015 and 2014, our Credit Facility and our Notes had a net change in unrealized depreciation of $7.7 million and $1.1 million, respectively. As of December 31, 2015 and September 30, 2015, net unrealized depreciation on our Credit Facility and our Notes totaled $9.2 million and $1.5 million, respectively. We use a nationally recognized independent valuation service to fair value of our Credit Facility and our 2019 Notes in a manner consistent with the valuation process that the board of directors uses to value investments. Our 2025 Notes trade on the NYSE, under the ticker “PNTA” and we use the closing price on the exchange to determine their fair value.

6. TRANSACTIONS WITH AFFILIATED COMPANIES

An affiliated portfolio company is a company in which we have ownership of 5% or more of its voting securities. A portfolio company is generally presumed to be a non-controlled affiliate when we own at least 5% but 25% or less of its voting securities and a controlled affiliate when we own more than 25% of its voting securities. Transactions related to our funded investments with both controlled and non-controlled affiliates for the three months ended December 31, 2015 were as follows:


Name of Investment	Fair Value at September 30, 2015 ⁽¹⁾		Purchases of / Advances to Affiliates ^(1), (2)		Sale of / Distributions from Affiliates ⁽¹⁾		Income Accrued		Fair Value at December 31, 2015 ⁽¹⁾		Net Realized Gains (Losses)
Controlled Affiliates
MidOcean JF Holdings Corp. (JF Acquisition, LLC)	$	6,900,207	$	—	$	—	$	—	$	7,542,194	$	—
RAM Energy LLC		72,759,582		1,970,067		—		2,036,119		66,635,807		—
Superior Digital Displays Holdings, Inc.		27,165,861		3,349,068		—		1,160,914		30,735,609		—
Non-Controlled Affiliates
Affinion Group Holdings, Inc. ⁽³⁾		—		—		—		—		54,332,013		—
Corfin Industries LLC ⁽³⁾		—		24,351,000		—		290,775		24,351,000		—
DirectBuy Holdings, Inc.		6,284,194		392,762		—		—		4,449,995		—
EnviroSolutions Holdings, Inc.		20,464,829		—		—		227,672		21,399,248		—
NCP-Performance, L.P.		—		—		—		—		—		—
PAS International Holdings, Inc.		11,432,674		—		—		—		8,064,910		—
Service Champ, Inc.		32,388,562		—		—		916,004		32,816,131		—
TRAK Acquisition Corp.		24,932,845		—		—		746,125		24,401,779		—

Total Controlled and Non-Controlled Affiliates	$	202,328,754	$	30,062,897	$	—	$	5,377,609	$	274,728,686	$	—

⁽¹⁾	Excluding delayed draw investments.

⁽²⁾	Includes PIK.

⁽³⁾	Became a non-controlled affiliate during the three months ended December 31, 2015.

7. CHANGE IN NET ASSETS RESULTING 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 December 31,
	2015			2014
Numerator for net decrease in net assets resulting from operations	$	(40,755,183	)	$	(23,945,694	)
Denominator for basic and diluted weighted average shares		72,740,547			75,092,911
Basic and diluted net decrease in net assets resulting from operations per share	$	(0.56	)	$	(0.32	)

8. CASH AND CASH EQUIVALENTS

Cash equivalents represent cash in money market funds 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 original maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedule 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 our 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 average 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 December 31, 2015 and September 30, 2015, cash and cash equivalents consisted of $26.3 million and $49.6 million, respectively.

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

9. FINANCIAL HIGHLIGHTS

Below are the financial highlights:


	Three Months Ended December 31,
	2015			2014
Per Share Data:
Net asset value, beginning of period	$	9.82		$	11.03
Net investment income ⁽¹⁾		0.23			0.26
Net realized and unrealized loss ⁽¹⁾		(0.79	)		(0.58	)

Net decrease in net assets resulting from operations ⁽¹⁾		(0.56	)		(0.32	)
Distributions to stockholders ^{(1), (2)}		(0.28	)		(0.28	)
Repurchase of common stock ⁽¹⁾		0.04			—

Net asset value, end of period	$	9.02		$	10.43

Per share market value, end of period	$	6.18		$	9.53

Total return* ⁽³⁾		(0.28	)%		(10.06	)%
Shares outstanding at end of period		71,745,710			75,092,911

Ratios/ Supplemental Data:**
Ratio of operating expenses to average net assets ^{(4), (5), (6)}		6.13	%		6.49	%
Ratio of interest and expenses on debt to average net assets		3.84	%		3.20	%

Ratio of total expenses to average net assets ^{(5), (6)}		9.97	%		9.69	%
Ratio of net investment income to average net assets ⁽⁶⁾		10.17	%		9.57	%
Net assets at end of period	$	647,309,399		$	783,038,240

Weighted average debt outstanding ⁽⁷⁾	$	598,313,633		$	562,649,862

Weighted average debt per share ^{(1), (7)}	$	8.23		$	7.49
Asset coverage per unit ⁽⁸⁾	$	2,422		$	2,755
Portfolio turnover ratio		34.28	%		24.04	%

*	Not annualized for periods less than one year.

**	Annualized for periods less than one year.

⁽¹⁾	Based on the weighted average shares outstanding for the respective periods.

⁽²⁾	The tax status of distributions is calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP, and reported on Form 1099-DIV each calendar year.

⁽³⁾	Based on the change in market price per share during the period and takes into account distributions, if any, reinvested in accordance with our dividend reinvestment plan.

⁽⁴⁾	Excludes debt related costs.

⁽⁵⁾	For the three months ended December 31, 2015, the ratio of operating expenses before the waiver of certain Management Fees to average net assets was 7.07% and the ratio of total expenses before the waiver of certain Management Fees to average net assets was 10.91%.

⁽⁶⁾	Does not annualize provision for taxes.

⁽⁷⁾	Includes SBA debentures outstanding.

⁽⁸⁾

The asset coverage ratio for a class of senior securities representing indebtedness is calculated on our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by the senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the asset coverage per unit. These amounts exclude SBIC LP’s SBA debentures from our asset coverage per unit computation pursuant to an exemptive relief letter provided by the SEC in June 2011.

10. DEBT

Our annualized weighted average cost of debt for the three months ended December 31, 2015 and 2014, inclusive of the fee on the undrawn commitment on the Credit Facility and amortized upfront fees on SBA debentures but excluding debt issuance costs, was 4.50% and 4.63%, respectively. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with our asset coverage ratio after such borrowing, excluding SBA debentures, pursuant to exemptive relief from the SEC received in June 2011.

Credit Facility

As of December 31, 2015, we have a $545 million multi-currency Credit Facility with certain lenders and SunTrust Bank, acting as administrative agent, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of December 31, 2015 and September 30, 2015, there was $143.0 million (including a temporary draw of $15.0 million) and $136.9 million (including a temporary draw of $30.0 million), respectively, in outstanding borrowings under the Credit Facility, with a weighted average interest rate at the time of 2.98% and 3.07%, exclusive of the fee on undrawn commitments. The Credit Facility is a five-year revolving facility with a stated maturity date of June 25, 2019, a one-year term-out period following its fourth year and pricing set at 225 basis points over LIBOR. The Credit Facility is secured by substantially all of our assets excluding assets held by our SBIC Funds.

PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2015

(Unaudited)

SBA Debentures

Our SBIC Funds are 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 an examination by the SBA. We have funded SBIC LP with $75.0 million of equity capital and it had SBA debentures outstanding of $150.0 million as of December 31, 2015. We have funded SBIC II with $37.5 million of equity capital and we received a commitment from the SBA to allow SBIC II to access $75.0 million in SBA debentures. SBA debentures are non-recourse to us 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. Under current SBA regulations, a SBIC may individually borrow to a maximum of $150 million, which is up to twice its potential regulatory capital, and per recent regulatory changes, as part of a group of SBICs under common control may borrow a maximum of $350 million in the aggregate.

As of December 31, 2015 and September 30, 2015, our SBIC Funds had $225.0 million and $150.0 million in debt commitments, respectively, and $150.0 million was drawn for each period. As of December 31, 2015 and September 30, 2015, the unamortized fees on the SBA debentures was $3.6 million and $3.7 million, respectively. The SBA debentures’ upfront fees of 3.43% consist of a commitment fee of 1.00% and an issuance discount of 2.43%, which are being amortized.

Our fixed-rate SBA debentures as of December 31, 2015 and September 30, 2015 were as follows:


Issuance Dates	Maturity		Fixed All-in coupon rate⁽¹⁾			Principal Balance
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.

The SBIC program is designed to stimulate the flow of capital into eligible businesses. Under SBA regulations, our SBIC Funds are 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 are subject to periodic audits and examinations of their 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 December 31, 2015, our SBIC Funds were in compliance with their regulatory requirements.

2019 Notes

As of December 31, 2015 and September 30, 2015, we had $250.0 million in aggregate principal amount of 2019 Notes outstanding. Interest on the 2019 Notes is paid semi-annually on April 1 and October 1, at a rate of 4.50% per year. The 2019 Notes mature on October 1, 2019. The 2019 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2019 Notes are structurally subordinated to our SBA debentures and the assets pledged or secured under our Credit Facility.

2025 Notes

As of December 31, 2015 and September 30, 2015, we had $71.3 million in aggregate principal amount of 2025 Notes outstanding. Interest on the 2025 Notes is paid quarterly on February 1, May 1, August 1 and November 1, at a rate of 6.25% per year. The 2025 Notes mature on February 1, 2025. The 2025 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2025 Notes are structurally subordinated to our SBA debentures and the assets pledged or secured under our Credit Facility. Our 2025 Notes trade on the NYSE under the symbol “PNTA.”

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 and equity investments, if any, are disclosed in the Consolidated Schedules of Investments. As of December 31, 2015 and September 30, 2015, we had $17.0 million and $19.7 million, respectively, in commitments to fund investments.

12. STOCK REPURCHASE PROGRAM

On May 6, 2015, we announced a share repurchase plan which allows us to repurchase up to $35 million of our outstanding common stock in the open market at prices below our net asset value as reported in our then most recently published consolidated financial statements. The shares may be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. Unless extended by our board of directors, the program, which may be implemented at the discretion of management, will expire on the earlier of May 6, 2016 and the repurchase of $35 million of common stock. During the three and nine months ended December 31, 2015, we repurchased 1.2 million and 3.3 million shares of common stock, respectively, in open market transactions for an aggregate cost (including transaction costs) of $8.4 million and $26.3 million, respectively. During the three and nine months ended December 31, 2014, we did not make any repurchases of our common stock.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

PennantPark Investment Corporation and its Subsidiaries:

We have reviewed the accompanying consolidated statements of assets and liabilities of PennantPark Investment Corporation and its Subsidiaries (collectively referred to as the “Company”), including the consolidated schedule of investments, as of December 31, 2015, and the consolidated statements of operations, changes in net assets and cash flows for the three months ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management.

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

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying 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 the standards of the Public Company Accounting Oversight Board, the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of September 30, 2015, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated November 10, 2015, we expressed an unqualified opinion on those financial statements.

/s/ RSM US LLP

New York, New York

February 3, 2016

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 us and our consolidated subsidiaries regarding future events or our future performance or our future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve risks and uncertainties, including statements as to:

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our future operating results;

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our business prospects and the prospects of our prospective portfolio companies;

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

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

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the impact of investments that we expect to make;

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the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;

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our contractual arrangements and relationships with third parties;

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

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

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our expected financings and investments;

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the adequacy of our cash resources and working capital;

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the timing of cash flows, if any, from the operations of our prospective portfolio companies;

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the impact of price and volume fluctuations in the stock market;

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the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;

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the impact of future legislation and regulation on our business and our portfolio companies; and

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the impact of European sovereign debt and other world economic issues.

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 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 and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, or the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports 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 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 debt, mezzanine debt and equity investments.

We believe middle-market companies offer 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 debt, mezzanine debt and equity investments by investing approximately $10 million to $50 million of capital, on average, in the securities of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. We use the term “middle-market” to refer to companies with annual revenues between $50 million and $1 billion. 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. Securities rated below investment grade are often referred to as “leveraged loans” or “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. Our debt investments may generally range in maturity from three to ten years and are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions.

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. We have used, and expect to continue to use our Credit Facility, SBA debentures, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.

Organization and Structure of PennantPark Investment Corporation

PennantPark Investment Corporation, a Maryland corporation organized in January 2007, is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we have elected to be treated, and intend to qualify annually, as a RIC under the Code.

Our wholly owned subsidiaries, SBIC LP and SBIC II, were organized as Delaware limited partnerships in 2010 and 2012, respectively. SBIC LP and SBIC II received licenses from the SBA to operate as SBICs under Section 301(c) of the 1958 Act. Our SBIC Funds’ objectives are to generate both current income and capital appreciation through debt and equity investments generally by 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, we have agreed to pay our Investment Adviser an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. PennantPark Investment, through the Investment Adviser, provides similar services to our SBIC Funds under their investment management agreements. Our SBIC Funds investment management agreements do not affect the management and incentive fees on a consolidated basis. We have also entered into an Administration Agreement with 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 our SBIC Funds under their administration agreements with us. Our board of directors, a majority of whom are independent of us, supervises our activities, and the Investment Adviser manages our day-to-day 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 debt or mezzanine debt, typically have terms of three to ten years and bear interest at a fixed or a floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments provide for deferred interest payments and 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 amendment, commitment, origination, structuring or diligence fees, fees for providing managerial assistance and possibly consulting fees. Loan origination fees, OID, market discount or premium and deferred financing costs on financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing cost, as interest expense. 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 a management fee and the payment of an incentive fee to our Investment Adviser, if any, 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 and unused commitment fees under our various debt facilities. We bear all other direct or indirect costs and expenses of our operations and transactions, including:

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

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

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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 complementary businesses;

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

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transfer agent and custodial fees;

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fees and expenses associated with marketing efforts;

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federal and state registration fees and any exchange listing fees;

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federal, state, local and foreign taxes;

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independent directors’ fees and expenses;

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brokerage commissions;

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fidelity bond, directors and officers, errors and omissions liability insurance and other insurance premiums;

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

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fees and expenses associated with independent audits and outside legal costs;

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

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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.

Generally, 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 December 31, 2015, our portfolio totaled $1,261.9 million and consisted of $477.2 million of senior secured debt, $481.6 million of second lien secured debt, $173.1 million of subordinated debt and $130.0 million of preferred and common equity. Our debt portfolio consisted of 75% variable-rate investments (including 69% with a LIBOR or prime floor) and 25% fixed-rate investments. As of December 31, 2015, we had three companies on non-accrual, representing 5.4% and 1.2% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $165.1 million as of December 31, 2015. Our overall portfolio consisted of 62 companies with an average investment size of $20.4 million, had a weighted average yield on debt investments of 12.2% and was invested 38% in senior secured debt, 38% in second lien secured debt, 14% in subordinated debt and 10% in preferred and common equity.

As of September 30, 2015, our portfolio totaled $1,299.0 million and consisted of $399.2 million of senior secured debt, $612.5 million of second lien secured debt, $182.5 million of subordinated debt and $104.8 million of preferred and common equity. Our debt portfolio consisted of 71% variable-rate investments (including 65% with a LIBOR or prime floor) and 29% fixed-rate investments. As of September 30, 2015, we had four companies on non-accrual, representing 9.4% and 5.5% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $125.2 million as of September 30, 2015. Our overall portfolio consisted of 61 companies with an average investment size of $21.3 million, had a weighted average yield on debt investments of 12.1% and was invested 31% in senior secured debt, 47% in second lien secured debt, 14% in subordinated debt and 8% in preferred and common equity.

For the three months ended December 31, 2015, we invested $130.3 million in four new and six existing portfolio companies with a weighted average yield on debt investments of 11.9%. Sales and repayments of investments for the three months ended December 31, 2015 totaled $108.1 million.

For the three months ended December 31, 2014, we invested $158.9 million in three new and five existing portfolio companies with a weighted average yield on debt investments of 12.6%. Sales and repayments of investments for the three months ended December 31, 2014 totaled $79.3 million.

CRITICAL ACCOUNTING POLICIES

The preparation of our Consolidated Financial Statements in conformity with 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 periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to the 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. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements.

Valuation of Portfolio Investments

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 be different than our valuation and the difference may be material.

Our investments generally consist of illiquid securities, including debt and equity investments. 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)

(2)

Preliminary valuation conclusions are then documented and discussed with the management of our Investment Adviser;

(3)

(4)

The audit committee of our board of directors reviews the preliminary valuations of our Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and

(5)

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. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. 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 procedure that it uses with respect to assets for which market quotations are not readily available.

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. A review of fair value hierarchy classifications is conducted on a quarterly basis.

The carrying value of our consolidated 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 and our Notes. We elected to use the fair value option for the Credit Facility and our Notes 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. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility and our Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the SBA debentures. For the three months ended December 31, 2015 and 2014, our Credit Facility and our Notes had a net change in unrealized depreciation of $7.7 million and $1.1 million, respectively. As of December 31, 2015 and September 30, 2015, net unrealized depreciation on our Credit Facility and our Notes totaled $9.2 million and $1.5 million, respectively. We use a nationally recognized independent valuation service to fair value of our Credit Facility and our 2019 Notes in a manner consistent with the valuation process that the board of directors uses to value investments. Our 2025 Notes trade on the NYSE under the ticker “PNTA,” and we use the closing price on the exchange to determine their fair value.

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 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 collectible. 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, OID, market discount or premium and deferred financing costs on liabilities which we do not fair value are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. 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.

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 the fair value of our portfolio investment values, our Credit Facility and our Notes during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Foreign Currency Translation

Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

1. Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and

2. Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.

Payment-In-Kind Interest or PIK

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 distributions, even though we may not collect any cash with respect to PIK securities.

Federal Income Taxes

We have elected to be taxed, and intend to qualify annually to maintain our election to be taxed, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends to our stockholders of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, 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 must distribute dividends to our stockholders in respect of each calendar year of an amount generally at least equal to the sum of (1) 98% of our net ordinary income for the calendar year, (2) 98.2% of

the sum of our capital gain net income (i.e. the excess, if any, of our capital gains over capital losses) for the one-year period ending on October 31 of the calendar year plus (3) the sum of any net ordinary income plus net capital gain income for preceding years that was not distributed during such years and on which we paid no federal income tax. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, subject to maintaining our ability to be subject to tax as a RIC, 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. Although we are not subject to federal income taxes as a RIC, we may elect to retain a portion of our calendar year income, which may result in an excise tax, or may incur taxes through our Taxable Subsidiaries and have accrued $1.3 million and zero in taxes for the three months ended December 31, 2015 and 2014, respectively.

RESULTS OF OPERATIONS

Set forth below are the results of operations for the three months ended December 31, 2015 and 2014.

Investment Income

Investment income for the three months ended December 31, 2015 was $35.3 million and was attributable to $12.9 million from senior secured debt, $17.4 million from second lien secured debt and $5.0 million from subordinated debt, respectively. Investment income for the three months ended December 31, 2014 was $39.2 million and was attributable to $14.6 million from senior secured debt, $15.9 million from second lien secured debt, $8.2 million from subordinated debt and $0.5 million from preferred and common equity. The decrease in investment income compared with the same period in the prior year was primarily due to a lower yielding portfolio.

Expenses

Expenses for the three months ended December 31, 2015 totaled $18.4 million. Base management fee for the same period totaled $5.5 million (after a base management fee waiver of $1.0 million), incentive fee totaled $3.2 million (after an incentive fee waiver of $0.6 million), debt related interest and expenses totaled $6.7 million, general and administrative expenses totaled $1.7 million and provision for taxes totaled $1.3 million. Expenses for the three months ended December 31, 2014 totaled $19.7 million. Base management fee for the same period totaled $6.8 million, incentive fee totaled $4.9 million, debt related interest and expenses totaled $6.5 million and general and administrative expenses totaled $1.5 million. The decrease in expenses compared with the same period in the prior year was primarily due to the Management Fee waivers and lower incentive fees offset by a higher provision for taxes.

Net Investment Income

Net investment income totaled $16.8 million, or $0.23 per share, for the three months ended December 31, 2015, and $19.5 million, or $0.26 per share, for the three months ended December 31, 2014. The decrease in net investment income per share compared to the same period in the prior year was primarily due to the repayments of higher yielding investments.

Net Realized Gains or Losses

Sales and repayments of investments for the three months ended December 31, 2015 totaled $108.1 million and realized losses totaled $25.4 million. Sales and repayments of investments totaled $79.3 million and realized gains totaled $8.6 million for the three months ended December 31, 2014. The increase in realized losses compared with the same period in the prior year was primarily due to the changes in market conditions of our investments and a higher volume of sales and repayments.

Unrealized Appreciation or Depreciation on Investments, Credit Facility and our Notes

For the three months ended December 31, 2015 and 2014, we reported net unrealized depreciation on investments of $39.9 million and $53.2 million, respectively. As of December 31, 2015 and September 30, 2015, our net unrealized depreciation on investments totaled $165.1 million and $125.2 million, respectively. The net change in unrealized depreciation on our investments was driven primarily by changes in the capital market conditions, financial performance of certain portfolio companies, and the reversal of unrealized depreciation (appreciation) of investments liquidated.

For the three months ended December 31, 2015 and 2014, we reported net unrealized depreciation on our Credit Facility and our Notes of $7.7 million and $1.1 million, respectively. The change compared with the same period in the prior year was primarily due to changes in the capital markets.

Net Change in Net Assets Resulting from Operations

Net change in net assets resulting from operations totaled $(40.8) million, or $(0.56) per share, for the three months ended December 31, 2015. This compares to a net change in net assets resulting from operations of $(23.9) million, or $(0.32) per share, for the three months ended December 31, 2014. The decrease in the net change in net assets from operations compared with the same period in the prior year is primarily the result of changes in portfolio investment values during the reporting period.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are derived primarily from proceeds of securities offerings, debt capital 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 debt capital and proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.

As of December 31, 2015, we had a $545 million multi-currency Credit Facility with certain lenders and SunTrust Bank, acting as administrative agent, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of December 31, 2015 and September 30, 2015, there was $143.0 million (including a temporary draw of $15.0 million) and $136.9 million (including a temporary draw of $30.0 million), respectively, in outstanding borrowings under the Credit Facility. The Credit Facility had a weighted average interest rate at the time of 2.98% and 3.07%, respectively, exclusive of the fee on undrawn commitments. The annualized weighted average cost of debt for the three months ended December 31, 2015 and 2014, inclusive of the fee on the undrawn commitment on the Credit Facility and upfront fees on SBA debentures, was 4.50% and 4.63%, respectively. The Credit Facility is a five-year revolving facility with a stated maturity date of June 25, 2019, a one-year term-out period following its fourth year and pricing is set at 225 basis points over LIBOR. As of December 31, 2015 and September 30, 2015, we had $402.0 million and $408.1 million of unused borrowing capacity under our Credit Facility, respectively, subject to the regulatory restrictions. The Credit Facility is secured by substantially all of our assets excluding assets held by our SBIC Funds.

For a complete list of covenants contained in the Credit Facility, see our Form 8-K filed on June 30, 2014 and the Credit Facility agreement filed as Exhibit 99.2 thereto and incorporated by reference herein. As of December 31, 2015, we were in compliance with the terms of our Credit Facility.

In September 2014, we issued $250.0 million in aggregate principal amount of 2019 Notes, for net proceeds of $245.5 million after underwriting discounts and offering costs. Interest on the 2019 Notes is paid semi-annually on April 1 and October 1, at a rate of 4.50% per year. The 2019 Notes mature on October 1, 2019. The 2019 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2019 Notes are structurally subordinated to our SBA debentures and the assets pledged or secured under our Credit Facility. Please see our base indenture filed as Exhibit (d)(8) to our post-effective amendment filed on January 22, 2013, or the Base Indenture, and the supplemental indenture filed as Exhibit (d)(11) to our post-effective amendment filed on September 23, 2014 for more information.

In January 2013, we issued $71.3 million in aggregate principal amount of 2025 Notes, after exercise of the over-allotment option, for net proceeds of $68.8 million after underwriting discounts and offering costs. Interest on the 2025 Notes is paid quarterly on February 1, May 1, August 1 and November 1, at a rate of 6.25% per year. The 2025 Notes mature on February 1, 2025. The 2025 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2025 Notes are structurally subordinated to our SBA debentures and the assets pledged or secured under our Credit Facility. Our 2025 Notes trade on the NYSE under the symbol “PNTA.” Please see our Base Indenture and the supplemental indenture filed as Exhibit (d)(9) to our post-effective amendment filed on January 22, 2013 for more information.

We may raise additional equity or debt capital through both registered offerings off our shelf registration statement 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, may be issued at a higher cost and on less favorable terms and conditions than our current Credit Facility, SBA debentures or our Notes. Furthermore, our Credit Facility availability depends on various covenants and restrictions. 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 stockholders or for other general corporate or strategic purposes such as our stock repurchase program. For each of the three month periods ended December 31, 2015 and 2014, we did not issue shares of common stock in connection with an equity offering.

On May 6, 2015, we announced a share repurchase plan which allows us to repurchase up to $35 million of our outstanding common stock in the open market at prices below our net asset value as reported in our then most recently published consolidated financial statements. The shares may be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. Unless extended by our board of directors, the program, which may be implemented at the discretion of management, will expire on the earlier of May 6, 2016 and the repurchase of $35 million of common stock. During the three months ended December 31, 2015, we repurchased 1.2 million shares of common stock in open market transactions for an aggregate cost (including transaction costs) of $8.4 million. During the three months ended December 31, 2014, we did not make any repurchases of our common stock.

Our SBIC Funds are 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 an examination by the SBA. We have funded SBIC LP with $75.0 million of equity capital and it had SBA debentures outstanding of $150.0 million as of December 31, 2015. We have funded SBIC II with $37.5 million of equity capital and we received a commitment from the SBA to allow SBIC II to access $75.0 million in SBA debentures. SBA debentures are non-recourse to us 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. Under current SBA regulations, a SBIC may individually borrow to a maximum of $150.0 million, which is up to twice its potential regulatory capital, and per recent regulatory changes, as part of a group of SBICs under common control may borrow a maximum of $350.0 million in the aggregate.

As of December 31, 2015 and September 30, 2015, our SBIC Funds had $225.0 million in debt commitments and $150.0 million was drawn for each period. As of December 31, 2015 and September 30, 2015, the unamortized fees on the SBA debentures was $3.6 million and $3.7 million, respectively. The SBA debentures’ upfront fees of 3.43% consist of a commitment fee of 1.00% and an issuance discount of 2.43%, which are being amortized. Our fixed-rate SBA debentures as of December 31, 2015 and September 30, 2015 were as follows:


Issuance Dates	Maturity		Fixed All-in Coupon Rate ⁽¹⁾			Principal Balance
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.

The SBIC program is designed to stimulate the flow of capital into eligible businesses. Under SBA regulations, our SBIC Funds are 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 are subject to periodic audits and examinations of their 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 December 31, 2015, our SBIC Funds were in compliance with their regulatory requirements.

In accordance with the 1940 Act, with certain limited exceptions, PennantPark Investment is only allowed to borrow amounts such that our asset coverage ratio is met after such borrowing. As of December 31, 2015 and September 30, 2015, we excluded the principal amounts of our SBA debentures from our asset coverage ratio pursuant to SEC exemptive relief. In 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage ratio 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, also increases our exposure to risks associated with leverage.

At December 31, 2015 and September 30, 2015, we had cash and cash equivalents of $26.3 million and $49.6 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to take advantage of market opportunities.

Our operating activities used cash of $0.9 million for the three months ended December 31, 2015, and our financing activities used cash of $22.7 million for the same period. Our operating activities used cash primarily for our investment activities and our financing activities used cash primarily for our stock repurchase plan.

Our operating activities used cash of $61.8 million for the three months ended December 31, 2014, and our financing activities provided cash of $49.6 million for the same period, primarily from net borrowings under our Credit Facility.

Contractual Obligations

A summary of our significant contractual payment obligations at cost as of December 31, 2015, including borrowings under our various debt facilities and other contractual obligations, is as follows:


	Payments due by period (in millions)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Credit Facility	$	143.0	$	—	$	—	$	143.0	$	—
SBA debentures		150.0		—		—		0.5		149.5
2019 Notes		250.0		—		—		250.0		—
2025 Notes		71.3		—		—		—		71.3

Total debt outstanding ⁽¹⁾		614.3		—		—		393.5		220.8
Unfunded investments ⁽²⁾		17.0		3.5		10.2		2.2		1.1

Total contractual obligations	$	631.3	$	3.5	$	10.2	$	395.7	$	221.9

⁽¹⁾	The annualized weighted average cost of debt as of December 31, 2015, excluding debt issuance costs, was 4.15% exclusive of the fee on the undrawn commitment on the Credit Facility and 3.43% of upfront fees on SBA debentures.

⁽²⁾	Unfunded debt and equity investments are disclosed in the Consolidated Schedule of Investments.

We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2016, 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 our SBIC Funds under their investment management agreements with us. Our SBIC Funds’ investment management agreements do 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 average adjusted gross assets and (2) an incentive fee based on our performance.

Under our Administration Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 2016, 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 our SBIC Funds under their administration agreements, which are intended to have no effect on the consolidated administration fee. If requested to provide managerial assistance to our portfolio companies, PennantPark Investment Advisers 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 and our allocable portion of the costs of our Chief Compliance Officer, Chief Financial Officer and their respective staffs.

If any of our contractual obligations discussed above is 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 other than our funding requirements for the unfunded investments described above.

Distributions

In order to be subject to tax as a RIC and to not be subject to corporate-level tax on undistributed income or gains, we are required, under Subchapter M of the Code, to annually distribute dividends to stockholders of an amount generally at least equal to 90% of the sum of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, 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 must distribute dividends to our stockholders in respect of each calendar year of an amount generally at least equal to the sum of (1) 98% of our net ordinary income for the calendar year, (2) 98.2% of the sum of our capital gain net income (i.e., the excess, if any, of capital gains over capital losses) for the one-year period ending on October 31 of the calendar year plus (3) the sum of any net ordinary income plus capital gain net income for preceding years that was not distributed during such years and on which we paid no federal income tax. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, subject to maintaining our ability to be subject to tax as a RIC, to provide us with additional liquidity.

During the three months ended December 31, 2015 and 2014, we declared distributions of $0.28 per share for each period for total distributions of $20.1 million and $21.0 million, respectively. We monitor available net investment income to determine if a return of capital for taxation purposes 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 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 and in our periodic reports filed with the SEC.

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

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions 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 distributions.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage ratio 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 distributions at a particular level.

STOCK REPURCHASE PROGRAM

Item 3.

Quantitative And Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. As of December 31, 2015, our debt portfolio consisted of 75% variable-rate investments (including 69% with a LIBOR or prime floor) and 25% fixed-rate investments. The variable-rate loans are usually based on a 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 nine 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. In contrast, our cost of funds, to the extent it is not fixed, will fluctuate with changes in interest rates since it has no floor.

Assuming that the most recent Consolidated Statements of Assets and Liabilities was to remain constant, and no actions were taken to alter the interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:


Change In Interest Rates	Change In Interest Income, Net Of Interest Expense (In Thousands)	Per Share
Up 1%	$ 1,290	$ 0.02
Up 2%	$ 9,119	$ 0.13
Up 3%	$ 16,948	$ 0.24
Up 4%	$ 24,777	$ 0.35

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 Consolidated Statements of Assets and Liabilities and other business developments that could affect net increase in net assets resulting from operations, or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown 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 as well as our level of leverage. 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 or net assets.

We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or our Credit Facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, they may also limit our ability to participate in benefits of lower interest rates or higher exchange 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 or foreign currency 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 is 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 December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, 2015, 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

Issuer Purchases of Equity Securities

Repurchases of our common stock under our share repurchase plan are as follows:


Period	Total Number of Shares Purchased		Average Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
October 1, 2015 through October 31, 2015		—	$	N/A		—	$	11.2
November 1, 2015 through November 30, 2015		877,933		6.82		877,933		11.2
December 1, 2015 through December 31, 2015		342,400		7.22		342,400		8.7

Total		1,220,333				1,220,333

⁽¹⁾	On May 6, 2015, we announced a share repurchase plan which allows us to repurchase up to $35.0 million of our outstanding common stock. Unless extended by our board of directors, the program will expire on the earlier of May 6, 2016 and the repurchase of $35.0 million of common stock.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

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 Exhibit 99(a) to the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2/A (File No. 333-140092), filed on April 5, 2007).

3.2		Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on December 2, 2015).

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*		First Amended and Restated Investment Advisory Management Agreement, dated as of February 2, 2016, between the Registrant and PennantPark Investment Advisers, LLC.

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 November 16, 2011).

*	Filed herewith.

SIGNATURES

Pursuant to the requirements 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: February 3, 2016	By:	/s/ Arthur H. Penn
		Arthur H. Penn
		Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Date: February 3, 2016	By:	/s/ Aviv Efrat
		Aviv Efrat

		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

EX-10.1

Exhibit 10.1

FIRST AMENDED AND RESTATED

INVESTMENT ADVISORY MANAGEMENT AGREEMENT

BETWEEN

PENNANTPARK INVESTMENT CORPORATION

AND

PENNANTPARK INVESTMENT ADVISERS, LLC

Agreement made this 2nd day of February 2016, by and between PENNANTPARK INVESTMENT CORPORATION, a Maryland corporation (the “Corporation”), and PENNANTPARK INVESTMENT ADVISERS, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Corporation operates as a closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Corporation and the Adviser are parties to that certain investment advisory management agreement dated April 17, 2007 by and between the Corporation and the Adviser (the “Prior Agreement”);

WHEREAS, the Corporation and the Adviser desire to amend and restate the Prior Agreement to set forth the terms and conditions for the continued provision by the Adviser of investment advisory services to the Corporation; and

WHEREAS, the Corporation’s board of directors has determined that such amendment and restatement clarifies the intent of the Prior Agreement in a manner that is consistent with the Corporation’s public disclosures and is not detrimental to the Corporation.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1. Duties of the Adviser.

(a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, dated April 18, 2007, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; determine the securities and other assets that the Corporation will purchase, retain, or sell; perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange

for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.

(c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

(d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.

(e) The Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

2. Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Corporation. The Corporation will bear all other costs and expenses of its operations and transactions, including (without limitation) those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees payable under the Administration Agreement between the Corporation and PennantPark Investment Administration, LLC (the “Administrator”), the Corporation’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or group stockholders; the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the

Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs.

3. Compensation of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which it may elect, to defer all or a portion of its fees hereunder for a specified period of time.

(a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s “average adjusted gross assets,” which equals the Corporation’s gross assets (net of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and adjusted to exclude cash, cash equivalents and unfunded commitments, if any). The Base Management Fee will be payable quarterly in arrears and will be 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. Base Management Fees for any partial month or quarter will be appropriately prorated.

(b) The Incentive Fee shall consist of two parts, as follows:

(i)

One part will be calculated and payable quarterly in arrears based on the Corporation’s pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus the Corporation’s 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 a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a percentage of the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Corporation will pay the Adviser an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Corporation’s 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 the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

(ii)

The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2007, and will equal 20.0% of the Corporation’s 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 Gains Fees. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.

4. Covenants of the Adviser. The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

5. Excess Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Corporation to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Corporation’s portfolio, and constitutes the best net results for the Corporation.

6. Limitations on the Employment of the Adviser. The services of the Adviser to the Corporation are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Corporation, so long as its services to the Corporation hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Corporation’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Corporation, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.

7. Responsibility of Dual Directors, Officers and/or Employees. If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Corporation and acts as such in any business of the Corporation, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Corporation, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.

8. Limitation of Liability of the Adviser; Indemnification. The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or

entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).

9. Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written. This Agreement shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Corporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors or by the Adviser. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.

10. Notices. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

11. Amendments. This Agreement may be amended by mutual consent, but the consent of the Corporation must be obtained in conformity with the requirements of the Investment Company Act.

12. Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.


PENNANTPARK INVESTMENT CORPORATION

By:		/s/ Arthur Penn
Name:		Arthur Penn
Title:		Chief Executive Officer and Chairman of the Board of Directors

PENNANTPARK INVESTMENT ADVISERS, LLC

By:		/s/ Arthur Penn
Name:		Arthur Penn
Title:		Managing Member

EX-31.1

CERTIFICATION PURSUANT TO SECTION 302

CHIEF EXECUTIVE OFFICER CERTIFICATION

Exhibit 31.1

I, Arthur H. Penn, Chief Executive Officer of PennantPark Investment Corporation, certify that:

1. I have reviewed this Report on Form 10-Q of PennantPark Investment Corporation;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; and

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 3, 2016


/s/ Arthur H. Penn
Name:		Arthur H. Penn
Title:		Chief Executive Officer

EX-31.2

CERTIFICATION PURSUANT TO SECTION 302

CHIEF FINANCIAL OFFICER CERTIFICATION

Exhibit 31.2

I, Aviv Efrat, Chief Financial Officer of PennantPark Investment Corporation, certify that:

1. I have reviewed this Report on Form 10-Q of PennantPark Investment Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 3, 2016


/s/ Aviv Efrat
Name:		Aviv Efrat
Title:		Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

Exhibit 32.1

In connection with this Report on Form 10-Q for the three months ended December 31, 2015 (the “Report”) of PennantPark Investment Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Arthur H. Penn, Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


/s/ Arthur H. Penn
Name:		Arthur H. Penn
Title:		Chief Executive Officer
Date:		February 3, 2016

EX-32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

Exhibit 32.2

In connection with this Report on Form 10-Q for the three months ended December 31, 2015 (the “Report”) of PennantPark Investment Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Aviv Efrat, Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


/s/ Aviv Efrat
Name:		Aviv Efrat
Title:		Chief Financial Officer
Date:		February 3, 2016

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