Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of disclosure controls and procedures
As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of
our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934). Based on that evaluation, our chief executive officer and our chief financial officer have concluded that our current
disclosure controls and procedures are effective in facilitating timely decisions regarding required disclosure of any material
information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act
of 1934. 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 possible controls and
procedures.
Management’s
annual report on internal control over financial reporting
The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
of the company; (ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. GAAP, and that the receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with polices or procedures may deteriorate.
Under
the supervision and with participation of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation
of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company’s
evaluation under the framework in Internal Control—Integrated Framework (2013), management concluded that the Company’s internal
control over financial reporting was effective as of February 28, 2021.
Changes
in internal controls over financial reporting
There
have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of Exchange Act)
that occurred during our most recently completed fiscal year that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
None.
114
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Director
and Executive Officer Information
Directors
The
following table sets forth the names, ages and positions held by each of our directors, followed by a brief biography of each individual,
including the business experience of each individual during the past five years and the specific qualifications that led to the conclusion
that each individual should serve as a director.
Name
Age
Position
Director
Since
Term
Expires
Interested Directors
Christian L. Oberbeck
61
Chairman of the Board, Chief Executive Officer and President
2010
2021
Henri J. Steenkamp
45
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
2020
2023
Independent Directors
Steven M. Looney
71
Director
2007
2022
Charles S. Whitman III
79
Director
2007
2022
G. Cabell Williams
67
Director
2007
2023
Christian
L. Oberbeck —Mr. Oberbeck has over 36 years of experience in leveraged finance, from distressed debt to private equity,
and has been involved in originating, structuring, negotiating, consummating, managing and monitoring investments in a broad array of
businesses. Mr. Oberbeck is the Managing Member of Saratoga Investment Advisors, LLC, the Company’s investment adviser and the
Chairman of the Board, Chief Executive Officer and President of the Company. Mr. Oberbeck is also the Managing Partner of Saratoga Partners,
a middle market private equity investment firm.
Prior
to assuming full management responsibility for Saratoga Partners in 2008, Mr. Oberbeck had co-managed Saratoga Partners since 1995. Mr.
Oberbeck joined Dillon Read and Saratoga Partners from Castle Harlan, Inc., a corporate buyout firm which he had joined at its founding
in 1987 and was a Managing Director, leading successful investments in manufacturing and financial services companies. Prior to that,
he worked in the Corporate Development Group of Arthur Young and in corporate finance at Blyth Eastman Paine Webber. Mr. Oberbeck has
been a director of numerous middle market companies.
Mr.
Oberbeck graduated from Brown University in 1982 with a BS in Physics and a BA in Mathematics. In 1985, he earned an MBA from Columbia
University. Mr. Oberbeck’s qualifications as a director include his extensive experience in the investment and finance industry,
as well as his intimate knowledge of the Company’s operations, gained through his service as an executive officer.
Steven
M. Looney —Mr. Looney is a Managing Director of Peale Davies & Co. Inc., a strategic advisory firm specializing in change
management and revenue enhancement for middle market enterprises, and is a CPA and an attorney. Mr. Looney has
served as a consultant and director to numerous companies in the healthcare, manufacturing and services industries. Between 2000 and
2005, he served as Senior Vice President and Chief Financial Officer of PCCI, Inc., a private IT staffing and outsourcing firm. Between
1992 and 2000, Mr. Looney worked at WH Industries as Chief Financial and Administrative Officer. Mr. Looney is a trustee of Excellent
Education for Everyone, a nonprofit organization and founder of its affiliate, Education Moms. Mr. Looney graduated summa cum laude from
the University of Washington with a B.A. degree in accounting and received a J.D. from the University of Washington School of Law where
he was a member of the law review. He began his career at the United States Securities and Exchange Commission. Mr. Looney’s qualifications
as director include his experience as a Managing Director of Peale Davies & Co., as Chief Financial and Administrative Officer of
WH Industries and as General Counsel and Chief Compliance Officer of A.G. Becker-Warburg Paribas Becker, as well as his financial, accounting
and legal expertise.
Charles
S. Whitman III —Mr. Whitman is senior counsel (retired) at Davis Polk & Wardwell LLP. Mr. Whitman was a partner in Davis
Polk’s Corporate Department for 28 years, representing clients in a broad range of corporate finance matters, including shelf registrations,
securities compliance for financial institutions, foreign asset privatizations, and mergers and acquisitions. From 1971 to 1973, Mr.
Whitman served as Executive Assistant to three successive Chairmen of the SEC. Mr. Whitman graduated from Harvard College and graduated
magna cum laude from Harvard Law School with a LL.B. Mr. Whitman also received an LL.M. from Cambridge University in England. Mr. Whitman’s
qualifications as director include his 28 years of experience representing clients, including AT&T, Exxon Mobil, General Motors and
BP, in securities matters as a partner in Davis Polk’s corporate department.
115
Henri
J. Steenkamp —Mr. Steenkamp, 45 years old, is a Director of the Board and Chief Financial Officer, Chief Compliance Officer,
Treasurer and Secretary of the Company and of Saratoga Investment Advisors LLC, the Company’s investment adviser. Prior to this,
Mr. Steenkamp had served as the Chief Financial Officer of MF Global Holdings Ltd., a broker in commodities and derivatives, from April
2011. Prior to that, Mr. Steenkamp held the position of Chief Accounting Officer and Global Controller at MF Global for four years. He
joined MF Global, then Man Financial, in 2006 as Vice President of External Reporting and Accounting Policy. After MF Global filed for
bankruptcy protection in October 2011, he continued to serve as Chief Financial Officer of the holding company through January 2013.
Before
joining MF Global, Mr. Steenkamp spent eight years with PricewaterhouseCoopers (“PwC”), including four years in Transaction
Services in its New York office, managing a variety of capital-raising transactions on a global basis. His focus was also on the SEC
registration and public company filing process, including technical accounting. He spent four years with PwC in South Africa, where he
served as an auditor primarily for SEC registrants and assisted South African companies as they went public in the U.S. Mr. Steenkamp
is a chartered accountant and holds an honors degree in Finance. Mr. Steenkamp’s qualifications as director include his extensive
experience in the investment and finance industry, as well as his intimate knowledge of the Company’s operations, gained through
his service as the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary.
G.
Cabell Williams —Mr. Williams has served as the Managing General Partner of Williams and Gallagher, a private equity partnership
located in Chevy Chase, Maryland since 2004. Mr. Williams is a Partner, Senior Manager and Director of Farragut Capital Partners, which
is a Mezzanine Fund based out of Chevy Chase, Maryland. In 2004, Mr. Williams concluded a 23-year career at Allied Capital Corporation,
a business development company based in Washington, DC, which was acquired by Ares Capital Corporation in 2010. While at Allied, Mr.
Williams held a variety of positions, including President, CIO and finally Managing Director following Allied’s merger with its
affiliates in 1998. From 1991 to 2004, Mr. Williams either led or co-managed the firm’s Private Equity Group. For the nine years
prior to 1999, Mr. Williams led Allied’s Mezzanine investment activities. For 15 years, Mr. Williams served on Allied’s Investment
Committee where he was responsible for reviewing and approving all of the firm’s investments. Prior to 1991, Mr. Williams ran Allied’s
Minority Small Business Investment Company. He also founded Allied Capital Commercial Corporation, a real estate investment vehicle.
Mr. Williams has served on the board of directors of various public and private companies. Mr. Williams attended The Landon School, and
graduated from Mercersburg Academy and Rollins College, receiving a B.S. in Business Administration from the latter. Mr. Williams’
qualifications as director include his 28 years of experience managing investment activities at Allied Capital, where he served in a
variety of positions, including President, CIO and Managing Director.
Code
of Business Conduct and Ethics
We
have adopted a Code of Business Conduct and Ethics which applies to, among others, our executive officers, including our principal executive
officer and principal financial officer, as well as every officer, director and employee of the Company. Requests for copies should be
sent in writing to Saratoga Investment Corp., 535 Madison Avenue, New York, New York 10022. The Company’s Code of Business Conduct
and Ethics is also available on our website at www.saratogainvestmentcorp.com.
If
we make any substantive amendment to, or grant a waiver from, a provision of our Code of Business Conduct and Ethics, we will promptly
disclose the nature of the amendment or waiver on our website at www.saratogainvestmentcorp.com.
Practices
and Policies Regarding Hedging, Speculative Trading and Pledging of Securities
Our
insider trading policy generally prohibits the Company’s and our Investment Adviser’s directors, officers and employees from
engaging in any short-term trading, short sales and other speculative transactions involving our securities, including buying or selling
puts or calls or other derivative securities based on our securities. In addition, such persons are generally prohibited under our insider
trading policy from entering into hedging or monetization transactions or similar arrangements, as well as pledging our securities in
a margin account or as collateral for a loan, except in limited circumstances that are pre-approved by our chief compliance officer.
Nomination
of Directors
There
have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors implemented since
the filing of our Proxy Statement for our 2018 Annual Meeting of Stockholders.
Audit
Committee
The
current members of the audit committee are Steven M. Looney (Chairman), Charles S. Whitman III and G. Cabell Williams. The board of directors
has determined that Mr. Looney is an “audit committee financial expert” as defined under Item 407 of Regulation S-K of the
Securities Exchange Act of 1934 and that each of Messrs. Whitman and Williams are “financially literate” as required by NYSE
corporate governance standards. All of these members are independent directors.
116
ITEM
11. EXECUTIVE COMPENSATION
Executive
Compensation
Currently,
none of our executive officers are compensated by us. We currently have no employees, and each of our executive officers is also an employee
of Saratoga Investment Advisors. Services necessary for our business are provided by individuals who are employees of Saratoga Investment
Advisors, pursuant to the terms of the Management Agreement and the Administration Agreement.
Director
Compensation
Our
independent directors receive an annual fee of $70,000. They also receive $3,000 plus reimbursement of reasonable out-of-pocket expenses
incurred in connection with attending each board meeting and receive $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred
in connection with attending each committee meeting. In addition, the chairman of the audit committee receives an annual fee of $12,500
and the chairman of each other committee receives an annual fee of $6,000 for their additional services in these capacities. In addition,
we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. Independent directors
have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to the greater
of net asset value or the market price at the time of payment. No compensation is paid to directors who are “interested persons.”
The
following table sets forth information concerning total compensation earned by or paid to each of our directors during the fiscal year
ended February 28, 2021:
Fees Earned or Paid in Cash
Total
Interested Directors
Christian L. Oberbeck(1)
$ -
$ -
Henri J. Steenkamp(1)
-
-
Independent Directors
Steven M. Looney
$ 97,000
$ 97,000
Charles S. Whitman III
92,000
92,000
G. Cabell Williams
92,000
92,000
(1) No compensation was paid to directors who are interested persons
of us as defined in the 1940 Act.
Compensation
Committee Interlocks and Insider Participation
The
current members of the compensation committee are G. Cabell Williams (Chairman), Steven M. Looney and Charles S. Whitman III. All of
these members are independent directors. The compensation committee is responsible for overseeing the Company’s compensation policies
generally and making recommendations to the board of directors with respect to incentive compensation and equity-based plans of the Company
that are subject to board of directors approval, evaluating executive officer performance and reviewing the Company’s management
succession plan, overseeing and setting compensation for the Company’s directors and, as applicable, its executive officers and,
as applicable, preparing the report on executive officer compensation that SEC rules require to be included in our Annual Report on Form
10-K. Currently, none of our executive officers are compensated by the Company and as such the compensation committee is not required
to produce a report on executive officer compensation for inclusion in our Annual Report on Form 10-K.
During
fiscal year ended February 28, 2021 none of the Company’s executive officers served on the board of directors (or a compensation
committee thereof or other board committee performing equivalent functions) of any entities that had one or more executive officers serve
on the compensation committee or on the board of directors. No current or past executive officers or employees of the Company or its
affiliates serve on the compensation committee.
117
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth, as of May 4, 2021, the beneficial ownership of each current director, the nominees for director, the Company’s
executive officers, each person known to us to beneficially own 5.0% or more of the outstanding shares of our common stock, and the executive
officers and directors as a group.
The
percentage ownership is based on 11,199,995 shares of common stock outstanding as of May 4, 2021. Shares of common stock that are subject
to warrants or other convertible securities currently exercisable or exercisable within 60 days thereof, are deemed outstanding for the
purposes of computing the percentage ownership of the person holding these options or convertible securities, but are not deemed outstanding
for computing the percentage ownership of any other person. Beneficial ownership is determined under the rules of the SEC and generally
includes voting or investment power with respect to securities. To our knowledge, unless otherwise indicated in the footnotes to this
table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially
owned. Unless otherwise indicated by footnote, the address for each listed individual is Saratoga Investment Corp., 535 Madison Avenue,
New York, New York 10022.
Name of Beneficial Owners
Number of
Shares of
Common
Stock
Beneficially
Owned
Percent of
Class
Interested Directors
Christian L. Oberbeck
1,535,792 (1)
13.7 %
Henri J. Steenkamp
18,093
*
Independent Directors
Steven M. Looney
2,508
*
Charles S. Whitman III
3,400
*
G. Cabell Williams
69,940
*
All Directors as a Group
1,629,733
14.6 %
Owners of 5% or more of our common stock
Black Diamond Capital Management, L.L.C.(2)
910,818
8.1 %
Elizabeth Oberbeck(3)
549,183
4.9 %
Thomas V. Inglesby
354,236
3.2 %
Michael J. Grisius
167,215
1.5 %
* Less
than 1.0%
Mr. Oberbeck, Mr. Grisius and Mr. Inglesby are affiliates who
make up 18.4% of the ownership of SAR.
(1) Includes 722,868 shares of common stock directly held by
Mr. Oberbeck, 217,774 shares of common stock held by CLO Partners LLC, an entity wholly owned by Mr. Oberbeck, 44,869 shares of common
stock directly held by Mr. Oberbeck's children, for which Mr. Oberbeck retains the voting rights, 1,100 shares of common stock directly
held by Mr. Oberbeck's wife, for which Mr. Oberbeck retains the voting rights, and 549,183 shares of common stock directly held by Elizabeth
Oberbeck. See footnote 3 below.
(2) Based on information included in Amendment No. 9 to Schedule
13G filed by Black Diamond Capital Management, L.L.C. with the SEC on February 16, 2021. The address of Black Diamond Capital Management,
L.L.C. is One Sound Shore Drive, Suite 200, Greenwich, CT 06830.
(3) Based on information included in Amendment No. 2 to Schedule 13D filed on January 16, 2020, which
amends and supplements the statements on Schedule 13D originally filed with the Securities and Exchange Commission on October 27,
2014 and amended by Amendment No. 1 on April 2, 2019. The original 13D was filed jointly by Christian L. Oberbeck, Elizabeth
Oberbeck, Saratoga Investment Advisors and CLO Partners LLC on November 4, 2014. Pursuant to an Agreement Relating to Shares of
Common Stock of Saratoga Investment Corp. (the “Transfer Agreement”), Christian L. Oberbeck transferred 744,183 shares
of common stock beneficially owned by him to Elizabeth Oberbeck. Elizabeth Oberbeck has full ownership rights with respect to the
shares, including without limitation, the right to (A) receive any cash and/or stock dividends and distributions paid on or with
respect to the shares and (B) sell the shares in accordance with the provisions of the Transfer Agreement and receive all proceeds
therefrom. However, pursuant to the terms of the Transfer Agreement, Christian L. Oberbeck has retained the right to vote the
shares, except that Elizabeth Oberbeck has retained the right to vote the shares on all matters submitted to shareholders with
respect to any matter that could give rise to dissenters or other rights of an objecting shareholder under Maryland General
Corporation Law. The Transfer Agreement also contains a right of first refusal that requires Elizabeth Oberbeck to offer Christian
L. Oberbeck the opportunity to purchase any shares of Common Stock owned by her prior to her intended sale of the shares. Any such
purchases may be made either directly by Mr. Oberbeck or through entities affiliated with him.
118
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions
with Related Persons
We
have entered into a Management Agreement with Saratoga Investment Advisors, LLC. We have also entered into a license agreement with Saratoga
Investment Advisors, LLC, pursuant to which Saratoga Investment Advisors has agreed to grant us a non-exclusive, royalty-free license
to use the name “Saratoga.” In addition, pursuant to the terms of the Administration Agreement, Saratoga Investment Advisors,
LLC provides us with the office facilities and administrative services necessary to conduct our day-to-day operations. Mr. Oberbeck,
our chief executive officer, is the primary investor in and controls Saratoga Investment Advisors, LLC.
Review,
Approval or Ratification of Transactions with Related Persons
The
Audit Committee of our board is required to review and approve any transactions with related persons (as such term is defined in Item
404 of Regulation S-K).
Director
Independence
In
accordance with rules of the NYSE, the board of directors annually determines the independence of each director. No director is considered
independent unless the board of directors has determined that he or she has no material relationship with the Company. The Company monitors
the status of its directors and officers through the activities of the Company’s Nominating and Corporate Governance Committee
and through a questionnaire to be completed by each director no less frequently than annually, with updates periodically if information
provided in the most recent questionnaire has changed.
In
order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set forth
in the NYSE Listed Company Manual. Section 303A.00 of the NYSE Listed Company Manual provides that business development companies, or
BDCs, such as the Company, are required to comply with all of the provisions of Section 303A applicable to domestic issuers other than
Sections 303A.02, the section that defines director independence.
Section
303A.00 provides that a director of a BDC shall be considered to be independent if he or she is not an “interested person”
of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an “interested person”
to include, among other things, any person who has, or within the last two years had, a material business or professional relationship
with the Company.
The
board of directors has determined that each of the directors is independent and has no relationship with the Company, except as a director
and stockholder of the Company, with the exception of Messrs. Oberbeck and Grisius who are interested persons of the Company due to their
positions as officers of the Company and its Investment Adviser.
119
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Independent
Registered Public Accounting Firm
For
the years ended February 28, 2021 and February 29, 2020, the Company incurred the following fees for services provided by Ernst &
Young LLP, including expenses:
Fiscal Year Ended
February 28,
2021
Fiscal Year Ended
February 29,
2020
Audit Fees
$ 525,000
$ 647,000
Tax Fees
42,800
42,000
Total Fees
$ 567,800
$ 689,000
In
addition to the services listed above, Ernst & Young LLP provided audit services to the Company’s subsidiaries. For the year
ended February 29, 2020 Ernst Young LLP was the auditor for Saratoga Investment Corp. CLO 2013-1, Ltd. The following are the related
fees:
Fiscal Year Ended
February 28,
2021
Fiscal Year Ended
February 29,
2020
CLO Audit Fees
$ -
$ 65,000
Tax Services for Company’s Subsidiaries
-
-
All Other Fees
29,000
28,000
Total Fees
$ 29,000
$ 93,000
Audit
Fees . Audit fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory
filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit of our annual
consolidated financial statements, the audit of the effectiveness of our internal control over financial reporting and the review of
our quarterly consolidated financial statements in accordance with generally accepted auditing standards, this category contains fees
for comfort letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.
Audit
Related Fees . Audit related fees are assurance related services that traditionally are performed by the independent accountant, such
as attest services that are not required by statute or regulation.
Tax
Fees . Tax fees include services in conjunction with preparation of the Company’s tax return.
All
Other Fees . Fees for other services would include fees for products and services other than the services reported above.
It
is the policy of the audit committee to pre-approve all audit, review or attest engagements and permissible non-audit services to be
performed by our independent registered public accounting firm.
120
PART
IV
ITEM
15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The
following documents are filed or incorporated by reference as part of this Annual Report:
1.
Consolidated Financial Statements
The
following consolidated financial statements of the Company are filed herewith:
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Statements of Assets and Liabilities as of February 28, 2021 and February 29, 2020
F-3
Consolidated Statements of Operations for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
F-4
Consolidated Schedules of Investments as of February 28, 2021 and February 29, 2020
F-7
Consolidated Statements of Changes in Net Assets for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
F-5
Consolidated Statements of Cash Flows for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
F-6
Notes to Consolidated Financial Statements
F-17
2.
Financial Statement Schedules
Reference
is made to the Index to Other Financial Statements on page S-1.
121
3.
Exhibits required to be filed by Item 601 of Regulation S-K
The
following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
EXHIBIT
INDEX
Exhibit
Number
Description
3.1(a)
Articles of Incorporation of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Form 10-Q for the quarterly period ended May 31, 2007).
3.1(b)
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 3, 2010).
3.1(c)
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 13, 2010).
3.2
Third Amended and Restated Bylaws of Saratoga Investment Corp (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 10-Q filed January 6, 2021).
4.1
Specimen certificate of Saratoga Investment Corp.’s common stock, par value $0.001 per share. (incorporated by reference to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-169135, filed on September 1, 2010).
4.2
Registration Rights Agreement dated July 30, 2010 between GSC Investment Corp., GSC CDO III L.L.C., and the investors party thereto (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
4.3
Dividend Reinvestment Plan (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on September 24, 2014).
4.4
Form of Indenture by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Saratoga Investment Corp.’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-186323 filed April 30, 2013).
4.5
Form of Second Supplemental Indenture between the Company and U.S. Bank National Association (incorporated by reference to Amendment No. 2 to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333- 214182, filed on December 12, 2016).
4.6
Form of Global Note (incorporated by reference to Exhibit 4.5 hereto, and Exhibit A therein).
4.7
Form of Third Supplemental Indenture between the Company and U.S. Bank National Association (incorporated by reference to Post-Effective Amendment No. 9 to the Registrant’s Registration Statement on Form N-2, File No. 333-216344, filed on August 28, 2018).
4.8
Form of Global Note (incorporated by reference to Exhibit 4.7 hereto, and Exhibit A therein).
4.9
Form of Articles Supplementary Establishing and Fixing the Rights and Preferences of Preferred Stock (incorporated by reference to Saratoga Investment Corp.’s registration statement on Form N-2 Pre-Effective Amendment No. 1, File No. 333-196526, filed on December 5, 2014).
4.10*
Description of Securities.
4.11
Fourth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, relating to the 7.25% Note due 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on June 24, 2020).
4.12
Form of 7.25% Notes due 2025 (incorporated by reference to Exhibit 4.11 hereto).
4.13
Eighth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, relating to the 4.375% Note due 2026 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on March 10, 2021).
122
4.14
Form of 4.375% Notes due 2026 (incorporated by reference to Exhibit 4.13 hereto).
10.1
Investment Advisory and Management Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
10.2
Custodian Agreement dated March 21, 2007 between GSC Investment LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Form 10-Q for the quarterly period ended May 31, 2007).
10.3
Administration Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
10.4
Trademark License Agreement dated July 30, 2010 between Saratoga Investment Advisors, LLC and GSC Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
10.5
Credit, Security and Management Agreement dated July 30, 2010 by and among GSC Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).
10.6
Form of Indemnification Agreement between Saratoga Investment Corp. and each officer and director of Saratoga Investment Corp. (incorporated by reference to Amendment No. 2 to Saratoga Investment Corp.’s Registration Statement on Form N-2 filed on January 12, 2007).
10.7
Amendment No. 1 to Credit, Security and Management Agreement dated February 24, 2012 by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on February 29, 2012).
10.8
Amended and Restated Indenture, dated as of November 15, 2016, among Saratoga Investment Corp. CLO 2013-1, Ltd., Saratoga Investment Corp. CLO 2013-1, Inc. and U.S. Bank National Association. (incorporated by reference to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-216344, filed on February 28, 2017).
10.9
Amended and Restated Collateral Management Agreement, dated October 17, 2013, by and between Saratoga Investment Corp. and Saratoga Investment Corp. CLO 2013-1, Ltd. (incorporated by reference to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-196526, filed on December 5, 2014).
10.10
Amendment No. 2 to Credit, Security and Management Agreement dated September 17, 2014 by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on September 18, 2014).
10.11
Amendment No. 3 to Credit, Security and Management Agreement, dated May 18, 2017, by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on May 18, 2017).
10.12
Equity Distribution Agreement dated March 16, 2017, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc. and BB&T Capital Markets, a division of BB&T Securities, LLC (incorporated by reference to Saratoga Investment Corp.’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, File No. 333-216344, filed on March 16, 2017).
10.13
Amendment No. 1 to the Equity Distribution Agreement dated October 12, 2017, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and FBR Capital Markets & Co. (incorporated by reference to Saratoga Investment Corp.’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-216344, filed on October 12, 2017).
123
10.14
Amendment No. 2 to the Equity Distribution Agreement dated January 11, 2018, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and FBR Capital Markets & Co. (incorporated by reference to Saratoga Investment Corp.’s Post-Effective Amendment No. 3 to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333- 216344, filed on January 11, 2018).
10.15
Amendment No. 3 to the Equity Distribution Agreement dated October 16, 2018, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and B. Riley FBR, Inc. (incorporated by reference to Post-Effective Amendment No. 1 to the registrant’s Registration Statement on Form N-2, File No. 333-227116, filed on October 16, 2018).
10.16
Amendment No. 4 to the Equity Distribution Agreement dated July 11, 2019, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, and B. Riley FBR, Inc. (incorporated by reference to Post-Effective Amendment No. 5 to the registrant’s Registration Statement on Form N-2, File No. 333-227116, filed on July 12, 2019).
10.17
Amendment No. 5 to the Equity Distribution Agreement dated October 10, 2019, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann and Co. Inc., BB&T Capital Markets, a division BB&T Securities, LLC, and B. Riley FBR, Inc. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 10, 2019).
10.18
Amendment No. 4 to Credit, Security and Management Agreement, dated April 24, 2020, by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on April 29, 2020).
10.19
Amendment No. 5 to Credit, Security and Management Agreement, dated September 14, 2020, by and among Saratoga Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on September 17, 2020).
10.20
Amended and Restated Collateral Management Agreement, dated February 26, 2021, by and between Saratoga Investment Corp. and Saratoga Investment Corp. CLO 2013-1, Ltd. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 4, 2021).
10.21
Amended and Restated Collateral Administration Agreement, dated February 26, 2021, by and between Saratoga Investment Corp., Saratoga Investment Corp. CLO 2013-1, Ltd. and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 4, 2021).
11
Computation of Per Share Earnings (included in Note 11 to the consolidated financial statements contained in this report).
14
Code of Ethics of the Company adopted under Rule 17j-1 (incorporated by reference to Amendment No.7 to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-138051, filed on March 22, 2007).
21.1
List of Subsidiaries (Incorporated by reference to Saratoga Investment Corp.’s Annual Report on Form 10-K filed on May 6, 2020).
23.1*
Consent of Ernst & Young LLP for Saratoga Investment Corp.
23.2*
Consent of CohnReznick LLP for Saratoga Investment Corp. CLO 2013-1, Ltd.
31.1*
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1*
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
32.2*
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
* Filed
herewith
ITEM
16. FORM 10-K SUMMARY
None.
124
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SARATOGA
INVESTMENT CORP.
Date: May
5, 2021
By:
/s/
CHRISTIAN L. OBERBECK
Christian
L. Oberbeck
Chief
Executive Officer
By:
/s/
HENRI J. STEENKAMP
Henri J.
Steenkamp
Chief
Financial Officer and Chief Compliance Officer
KNOW
ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Christian L. Oberbeck and
Henri J. Steenkamp, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign this
report and any and all amendments thereto, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
CHRISTIAN L. OBERBECK
Chairman
of the Board of Directors,
Chief Executive Officer
May 5,
2021
Christian
L. Oberbeck
(Principal Executive Officer)
/s/
HENRI J. STEENKAMP
Chief
Financial Officer
(Principal Accounting Officer and
May 5,
2021
Henri
J. Steenkamp
Principal
Financial Officer),
Member of the Board of Directors
/s/
STEVEN M. LOONEY
Member
of the Board of Directors
May 5,
2021
Steven
M. Looney
/s/
CHARLES S. WHITMAN III
Member
of the Board of Directors
May 5,
2021
Charles
S. Whitman III
/s/
G. CABELL WILLIAMS
Member
of the Board of Directors
May 5,
2021
Cabell
Williams
125
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Reports of Independent Registered Public Accounting Firm
F-2
Consolidated Statements of Assets and Liabilities as of February 28, 2021 and February 29, 2020
F-3
Consolidated Statements of Operations for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
F-4
Consolidated Statements of Changes in Net Assets for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
F-5
Consolidated Statements of Cash Flows for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
F-6
Consolidated Schedule of Investment for the year ended February 28, 2021, February 29, 2020
F-7
Notes to Consolidated Financial Statements
F-17
F- 1
Report
of Independent Registered Public Accounting Firm
The Shareholders and the Board of Directors of Saratoga Investment
Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated
statements of assets and liabilities of Saratoga Investment Corp. (the “Company”), including the consolidated schedules of
investments, as of February 28, 2021 and February 29, 2020, the related consolidated statements of operations, changes in net assets,
and cash flows for each of the three years in the period ended February 28, 2021, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company at February 28, 2021 and February 29, 2020, and the results of its operations, changes
in its net assets and its cash flows for each of the three years in the period ended February 28, 2021, in conformity with US generally
accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal controls over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our procedures included confirmation of investments owned as of February 28, 2021 and February 29, 2020 by correspondence with the portfolio
companies, custodians and debt agents. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the account or disclosure to which is relates.
Valuation of investments using significant unobservable inputs
Description of the Matter
At February 28, 2021, the fair value of the Company's investments categorized in Level 3 of the fair value hierarchy (Level 3 investments) totaled $554,312,715. Management determines the fair value of these investments by applying the valuation techniques described in Notes 2 and 3 to the consolidated financial statements and using significant unobservable inputs and assumptions. The selection of the valuation techniques and the significant unobservable inputs and assumptions used by management requires subjective judgments and estimates. The valuation techniques used by the Company include market comparables, discounted cash flows and enterprise value waterfalls. The significant unobservable inputs used to measure fair value include market yields, EBITDA multiples, revenue multiples, discount rates, recovery rates and prepayment rates.
Auditing the fair value of the Company's Level 3 investments was complex and involved auditor judgment, as the valuation techniques selected and the significant unobservable inputs and assumptions used by the Company are highly judgmental and require estimation, and the selection of such techniques, inputs and assumptions has a significant effect on the fair value measurement of such investments.
How We Addressed the Matter in Our Audit
To test the valuation of the Company’s Level 3 investments, we gained an understanding of the valuation techniques, significant unobservable inputs and assumptions used by the Company to value the Level 3 investments and reviewed the information considered by the Board of Directors relating to the fair value of each investment. For a sample of Level 3 investments, we evaluated the valuation techniques used, tested the significant unobservable inputs and assumptions, and tested the mathematical accuracy of the related valuation models. For this sample of Level 3 investments, we agreed the significant inputs and underlying data used in the Company’s valuations (for example, deal terms, portfolio company operating results, market yields) to transaction agreements, most recently available portfolio company financial statements or other financial information, information available from third-party sources and market data, as applicable. We involved our valuation specialists to assist in developing independent estimates of fair value for a sample of investments by using portfolio company and market information, and we compared such estimates to the Company’s fair value of these investments. We also searched for and evaluated information that corroborated or contradicted the Company’s valuations of Level 3 investments.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
New York, New York
May 5, 2021
F- 2
PART
I. FINANCIAL INFORMATION
Item
1. Consolidated Financial Statements
Saratoga
Investment Corp.
Consolidated
Statements of Assets and Liabilities
February 28,
2021
February 29,
2020
ASSETS
Investments at fair value
Non-control/Non-affiliate investments (amortized cost of $471,328,212 and $418,006,725, respectively)
$ 469,946,494
$ 420,442,928
Affiliate investments (amortized cost of $17,331,707 and $23,998,917, respectively)
19,367,740
18,485,854
Control investments (amortized cost of $61,353,761 and $44,293,619, respectively)
64,998,481
46,703,192
Total investments at fair value (amortized cost of $550,013,680 and $486,299,261, respectively)
554,312,715
485,631,974
Cash and cash equivalents
18,828,047
24,598,905
Cash and cash equivalents, reserve accounts
11,087,027
14,851,447
Interest receivable (net of reserve of $1,152,086 and $1,238,049, respectively)
4,223,630
4,810,456
Due from affiliate (See Note 6)
2,719,000
-
Management fee receivable
34,644
272,207
Other assets
947,315
701,007
Total assets
$ 592,152,378
$ 530,865,996
LIABILITIES
Revolving credit facility
$ -
$ -
Deferred debt financing costs, revolving credit facility
(639,982 )
(512,628 )
SBA debentures payable
158,000,000
150,000,000
Deferred debt financing costs, SBA debentures payable
(2,642,622 )
(2,561,495 )
6.25% Notes Payable 2025
60,000,000
60,000,000
Deferred debt financing costs, 6.25% notes payable 2025
(1,675,064 )
(2,046,735 )
7.25% Notes Payable 2025
43,125,000
-
Deferred debt financing costs, 7.25% notes payable 2025
(1,401,307 )
-
7.75% Notes Payable 2025
5,000,000
-
Deferred debt financing costs, 7.75% notes payable 2025
(239,222 )
-
6.25% Notes Payable 2027
15,000,000
-
Deferred debt financing costs, 6.25% notes payable 2027
(476,820 )
-
Base management and incentive fees payable
6,556,674
15,800,097
Deferred tax liability
1,922,664
1,347,363
Accounts payable and accrued expenses
1,750,266
1,713,157
Interest and debt fees payable
2,645,784
2,234,042
Directors fees payable
70,500
61,500
Due to manager
279,065
543,842
Excise tax payable
691,672
-
Total liabilities
287,966,608
226,579,143
Commitments and contingencies (See Note 8)
NET ASSETS
Common stock, par value
$0.001, 100,000,000 common shares authorized, 11,161,416 and 11,217,545 common shares issued and outstanding,
respectively
11,161
11,218
Capital in excess of par value
304,874,957
289,476,991
Total distributable earnings (deficit)
(700,348 )
14,798,644
Total net assets
304,185,770
304,286,853
Total liabilities and net assets
$ 592,152,378
$ 530,865,996
NET ASSET VALUE PER SHARE
$ 27.25
$ 27.13
See
accompanying notes to consolidated financial statements.
F- 3
Saratoga
Investment Corp.
Consolidated
Statements of Operations
For the year ended
February 28,
2021
February 29,
2020
February 28,
2019
INVESTMENT INCOME
Interest from investments
Interest income:
Non-control/Non-affiliate investments
$ 41,621,899
$ 36,252,113
$ 33,329,539
Affiliate investments
1,656,263
1,230,578
963,289
Control investments
5,848,980
6,175,120
4,785,044
Payment-in-kind interest income:
Non-control/Non-affiliate investments
2,251,499
816,041
780,112
Affiliate investments
172,626
167,836
150,284
Control investments
162,658
3,405,307
3,288,902
Total interest from investments
51,713,925
48,046,995
43,297,170
Interest from cash and cash equivalents
14,609
536,053
64,024
Management fee income
2,507,626
2,503,804
1,722,180
Incentive fee income
-
-
633,232
Structuring and advisory fee income*
2,157,405
5,286,475
1,355,393
Other income*
1,256,691
2,074,864
635,964
Total investment income
57,650,256
58,448,191
47,707,963
OPERATING EXPENSES
Interest and debt financing expenses
13,587,201
14,682,611
13,125,718
Base management fees
9,098,495
8,098,995
6,879,324
Incentive management fees expense (benefit)
4,903,499
14,163,776
4,891,004
Professional fees
1,705,942
1,684,089
1,849,424
Administrator expenses
2,545,833
2,131,250
1,895,833
Insurance
285,529
259,981
253,141
Directors fees and expenses
290,000
277,500
290,500
General & administrative
1,428,293
1,326,457
1,224,462
Income tax expense (benefit)
667
961,995
(1,027,118 )
Excise tax expense (credit)
691,672
-
-
Other expense
-
-
23,466
Total operating expenses
34,537,131
43,586,654
29,405,754
NET INVESTMENT INCOME
23,113,125
14,861,537
18,302,209
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from investments:
Non-control/Non-affiliate investments
22,207
11,651,990
4,874,305
Affiliate investments
(8,726,013 )
-
-
Control investments
-
31,225,165
-
Net realized gain (loss) from investments
(8,703,806 )
42,877,155
4,874,305
Income tax (provision) benefit from realized gain on investments
(3,895,354 )
-
-
Net change in unrealized appreciation (depreciation) on investments:
Non-control/Non-affiliate investments
(3,817,921 )
3,060,964
(5,152,206 )
Affiliate investments
7,549,096
1,538,572
(853,588 )
Control investments
1,235,147
(5,370,450 )
3,105,485
Net change in unrealized appreciation (depreciation) on investments
4,966,322
(770,914 )
(2,900,309 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
(574,634 )
354,349
(1,766,835 )
Net realized and unrealized gain (loss) on investments
(8,207,472 )
42,460,590
207,161
Realized losses on extinguishment of debt*
(128,617 )
(1,583,266 )
-
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 14,777,036
$ 55,738,861
$ 18,509,370
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE
$ 1.32
$ 5.98
$ 2.63
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
11,188,629
9,319,192
7,046,686
* Certain prior period amounts have been reclassified to
conform to current period presentation.
See
accompanying notes to consolidated financial statements.
F- 4
Saratoga
Investment Corp.
Consolidated
Statements of Changes in Net Assets
For the year ended
February 28,
2021
February 29,
2020
February 28,
2019
INCREASE (DECREASE) FROM OPERATIONS:
Net investment income
$ 23,113,125
$ 14,861,537
$ 18,302,209
Net realized gain from investments
(8,703,806 )
42,877,155
4,874,305
Realized losses on extinguishment of debt
(128,617 )
(1,583,266 )
-
Income tax (provision) benefit from realized gain on investments
(3,895,354 )
-
-
Net change in unrealized appreciation (depreciation) on investments
4,966,322
(770,914 )
(2,900,309 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
(574,634 )
354,349
(1,766,835 )
Net increase (decrease) in net assets resulting from operations
14,777,036
55,738,861
18,509,370
DECREASE FROM SHAREHOLDER DISTRIBUTIONS:
Total distributions to shareholders
(13,746,998 )
(20,097,580 )
(14,188,588 )
Net decrease in net assets from shareholder distributions
(13,746,998 )
(20,097,580 )
(14,188,588 )
CAPITAL SHARE TRANSACTIONS:
Proceeds from issuance of common stock
-
85,904,441
32,150,157
Stock dividend distribution
2,481,084
3,096,492
2,175,893
Repurchases of common stock
(3,608,459 )
-
-
Repurchase fees
(3,746 )
-
-
Offering costs
-
(1,230,548 )
(1,397,712 )
Net increase in net assets from capital share transactions
(1,131,121 )
87,770,385
32,928,338
Total increase (decrease) in net assets
(101,083 )
123,411,666
37,249,120
Net assets at beginning of period
304,286,853
180,875,187
143,691,367
Cumulative effect of the adoption of ASC 606 (See Note 2)
-
-
(65,300 )
Net assets at beginning of period, as adjusted
304,286,853
180,875,187
143,626,067
Net assets at end of period
$ 304,185,770
$ 304,286,853
$ 180,875,187
See
accompanying notes to consolidated financial statements.
F- 5
Saratoga
Investment Corp.
Consolidated
Statements of Cash Flows
For the year ended
February 28,
2021
February 29,
2020
February 28,
2019
Operating activities
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 14,777,036
$ 55,738,861
$ 18,509,370
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Payment-in-kind and other adjustments to cost
973,606
(3,045,533 )
(4,149,105 )
Net accretion of discount on investments
(1,390,128 )
(1,069,710 )
(1,222,735 )
Amortization of deferred debt financing costs
1,372,662
1,340,299
1,187,613
Realized Loss on extinguishment of debt
128,617
1,583,266
-
Income tax expense (benefit)
667
961,995
(1,027,118 )
Net realized (gain) loss from investments
8,703,806
(42,877,155 )
(4,874,305 )
Net change in unrealized (appreciation) depreciation on investments
(4,966,322 )
770,914
2,900,309
Net change in provision for deferred taxes on unrealized appreciation (depreciation) on investments
574,634
(354,349 )
1,766,835
Proceeds from sales and repayments of investments
130,259,061
167,252,601
135,727,976
Purchases of investments
(202,260,764 )
(204,643,371 )
(187,707,807 )
(Increase) decrease in operating assets:
Interest receivable
586,826
(1,063,852 )
(699,479 )
Due from affiliate
(2,719,000 )
1,673,747
(1,673,747 )
Management and incentive fee receivable
237,563
269,887
(309,070 )
Cumulative effect of the adoption of ASC 606 (See Note 2)
-
-
(65,300 )
Other assets
(265,997 )
(128,982 )
(89,865 )
Increase (decrease) in operating liabilities:
Base management and incentive fees payable
(9,243,423 )
9,115,312
907,841
Accounts payable and accrued expenses
37,109
97,714
691,131
Interest and debt fees payable
411,742
(990,629 )
220,317
Directors fees payable
9,000
(500 )
18,500
Excise tax payable
691,672
-
-
Due to manager
(264,777 )
224,751
(91,280 )
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
(62,346,410 )
(15,144,734 )
(39,979,919 )
Financing activities
Borrowings on debt
41,000,000
20,200,000
45,590,000
Paydowns on debt
(33,000,000 )
(20,200,000 )
(33,250,000 )
Issuance of notes
63,125,000
-
60,000,000
Repayments of notes
-
(74,450,500 )
-
Payments of deferred debt financing costs
(3,435,749 )
(755,136 )
(2,878,120 )
Proceeds from issuance of common stock
-
85,897,846
32,150,157
Payments of cash dividends
(11,265,914 )
(17,001,088 )
(12,012,695 )
Repurchases of common stock
(3,608,459 )
-
-
Repurchases fees
(3,746 )
-
-
Payments of offering costs
-
(1,190,430 )
(1,302,520 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
52,811,132
(7,499,308 )
88,296,822
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS
(9,535,278 )
(22,644,042 )
48,316,903
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD
39,450,352
62,094,394
13,777,491
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD
$ 29,915,074
$ 39,450,352
$ 62,094,394
Supplemental information:
Interest paid during the period
$ 11,802,800
$ 14,332,943
$ 11,717,786
Cash paid for taxes
4,140,241
18,390
66,295
Supplemental non-cash information:
Payment-in-kind interest income and other adjustments to cost
(973,606 )
3,045,533
4,149,105
Net accretion of discount on investments
1,390,128
1,069,710
1,222,735
Amortization of deferred debt financing costs
1,372,662
1,340,299
1,187,613
Stock dividend distribution
2,481,084
3,096,492
2,175,893
See
accompanying notes to consolidated financial statements.
F- 6
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
28, 2021
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Non-control/Non-affiliate investments - 154.5% (b)
Targus
Holdings, Inc. (d), (h)
Consumer
Products
Common
Stock
12/31/2009
210,456
1,589,630
$
475,116
0.2
%
Total Consumer Products
1,589,630
475,116
0.2
%
My
Alarm Center, LLC (k)
Consumer
Services
Preferred
Equity Class A Units
8.00% PIK
7/14/2017
2,227
2,357,879
-
0.0
%
My
Alarm Center, LLC (h)
Consumer
Services
Preferred
Equity Class B Units
7/14/2017
1,797
1,796,880
-
0.0
%
My
Alarm Center, LLC (h)
Consumer
Services
Preferred
Equity Class Z Units
9/12/2018
676
712,343
181,240
0.1
%
My
Alarm Center, LLC (h)
Consumer
Services
Common
Stock
7/14/2017
96,224
-
-
0.0
%
Total Consumer Services
4,867,102
181,240
0.1
%
Schoox,
Inc. (h), (i)
Corporate
Education Software
Series
1 Membership Interest
12/8/2020
226,782
1,050,000
1,050,000
0.3
%
Total Corporate Education Software
1,050,000
1,050,000
0.3
%
Passageways,
Inc.
Corporate
Governance
First
Lien Term Loan
(3M USD LIBOR+7.00%), 8.75% Cash, 12/31/2025
7/5/2018
$
5,000,000
$
4,972,250
5,050,000
1.7
%
Passageways,
Inc. (j)
Corporate
Governance
Delayed
Draw Term Loan
(3M USD LIBOR+7.00%), 8.75% Cash, 12/31/2025
1/3/2020
$
5,000,000
4,980,871
5,050,000
1.7
%
Passageways,
Inc. (h)
Corporate
Governance
Series
A Preferred Stock
7/5/2018
2,027,205
1,000,000
3,164,579
1.0
%
Total Corporate Governance
10,953,121
13,264,579
4.4
%
New
England Dental Partners
Dental
Practice Management
First
Lien Term Loan
(3M USD LIBOR+8.00%), 8.50% Cash, 11/25/2025
11/25/2020
$
6,555,000
6,491,331
6,489,450
2.1
%
New
England Dental
Partners (j)
Dental
Practice Management
Delayed
Draw Term Loan
(3M USD LIBOR+8.00%), 8.50% Cash, 11/25/2025
11/25/2020
$
650,000
644,419
643,500
0.2
%
Total Dental Practice Management
7,135,750
7,132,950
2.3
%
PDDS
Buyer, LLC
Dental
Practice Management Software
First
Lien Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 7/15/2024
7/15/2019
$
14,000,000
13,895,777
14,278,600
4.7
%
PDDS
Buyer, LLC
Dental
Practice Management Software
Delayed
Draw Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 7/15/2024
7/15/2019
$
7,000,000
6,938,964
7,139,300
2.3
%
PDDS
Buyer, LLC (h)
Dental
Practice Management Software
Series
A-1 Preferred Shares
8/10/2020
1,755,831
2,000,000
2,240,946
0.7
%
Total Dental Practice Management Software
22,834,741
23,658,846
7.7
%
C2
Educational Systems (d)
Education
Services
First
Lien Term Loan
(3M USD LIBOR+8.50%), 10.00% Cash, 5/31/2023
5/31/2017
$
16,000,000
15,998,379
13,499,200
4.4
%
Texas
Teachers of Tomorrow, LLC (h), (i)
Education
Services
Common
Stock
12/2/2015
750
750,000
1,011,596
0.3
%
Texas
Teachers of Tomorrow, LLC (d)
Education
Services
First
Lien Term Loan
(3M USD LIBOR+7.25%), 9.75% Cash, 6/28/2024
6/28/2019
$
25,947,024
25,748,711
25,874,372
8.5
%
Total Education Services
42,497,090
40,385,168
13.2
%
Destiny
Solutions Inc. (d)
Education
Software
First
Lien Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 10/24/2024
5/16/2018
$
43,500,000
43,204,446
43,630,500
14.3
%
Destiny
Solutions Inc. (h), (i)
Education
Software
Limited
Partner Interests
5/16/2018
2,342
2,468,464
3,069,267
1.0
%
Identity
Automation
Systems (d)
Education
Software
First
Lien Term Loan
(3M USD LIBOR+9.24%), 10.99% Cash, 5/8/2024
8/25/2014
$
17,247,500
17,247,500
17,357,884
5.7
%
Identity
Automation
Systems (h)
Education
Software
Common
Stock Class A-2 Units
8/25/2014
232,616
232,616
725,726
0.2
%
Identity
Automation
Systems (h)
Education
Software
Common
Stock Class A-1 Units
3/6/2020
43,715
171,571
185,553
0.1
%
See accompanying notes to consolidated financial statements.
F- 7
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
28, 2021
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
GoReact
Education
Software
First
Lien Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025
1/17/2020
$
5,000,000
4,940,297
5,100,000
1.7
%
GoReact
(j)
Education
Software
Delayed
Draw Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025
1/17/2020
$
-
-
-
0.0
%
Kev
Software Inc. (a)
Education
Software
First
Lien Term Loan
(1M USD LIBOR+8.63%), 9.63% Cash, 9/13/2023
9/13/2018
$
17,835,914
17,745,629
18,021,407
5.9
%
Total Education Software
86,010,523
88,090,337
28.9
%
Davisware,
LLC
Field
Service Management
First
Lien Term Loan
(3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024
9/6/2019
$
3,000,000
2,977,590
3,030,000
1.0
%
Davisware,
LLC
Field
Service Management
Delayed
Draw Term Loan
(3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024
9/6/2019
$
977,790
974,399
987,568
0.3
%
Total Field Service Management
3,951,989
4,017,568
1.3
%
GDS
Software Holdings, LLC (h)
Financial
Services
Common
Stock Class A Units
8/23/2018
250,000
250,000
418,531
0.1
%
Total Financial Services
250,000
418,531
0.1
%
Ohio
Medical, LLC (h)
Healthcare
Products Manufacturing
Common
Stock
1/15/2016
5,000
380,353
566,592
0.2
%
Total Healthcare Products Manufacturing
380,353
566,592
0.2
%
Axiom
Parent Holdings,
LLC (h)
Healthcare
Services
Common
Stock Class A Units
6/19/2018
400,000
400,000
1,415,301
0.5
%
Axiom
Purchaser, Inc. (d)
Healthcare
Services
First
Lien Term Loan
(3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023
6/19/2018
$
10,000,000
9,955,177
10,059,000
3.3
%
Axiom
Purchaser, Inc. (d)
Healthcare
Services
Delayed
Draw Term Loan
(3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023
6/19/2018
$
6,000,000
5,961,748
6,035,400
2.0
%
ComForCare
Health Care
Healthcare
Services
First
Lien Term Loan
(3M USD LIBOR+7.75%), 8.75% Cash, 1/31/2025
1/31/2017
$
25,000,000
24,871,639
24,900,000
8.2
%
Total Healthcare Services
41,188,564
42,409,701
14.0
%
TRC
HemaTerra, LLC (h)
Healthcare
Software
Class
D Membership Interests
4/15/2019
2,000,000
2,000,000
2,572,002
0.8
%
HemaTerra
Holding Company, LLC
Healthcare
Software
First
Lien Term Loan
(3M USD LIBOR+6.75%), 9.25% Cash, 4/15/2024
4/15/2019
$
6,000,000
5,956,593
6,060,000
2.0
%
HemaTerra
Holding Company, LLC (d), (j)
Healthcare
Software
Delayed
Draw Term Loan
(3M USD LIBOR+6.75%), 9.25% Cash, 4/15/2024
4/15/2019
$
12,000,000
11,914,035
12,120,000
4.0
%
Procurement
Partners, LLC
Healthcare
Software
First
Lien Term Loan
(3M USD LIBOR+6.50%), 7.50% Cash, 11/12/2025
11/12/2020
$
8,000,000
7,924,230
7,920,000
2.6
%
Procurement
Partners,
LLC (j)
Healthcare
Software
Delayed
Draw Term Loan
(3M USD LIBOR+6.50%), 7.50% Cash, 11/12/2025
11/12/2020
$
-
-
-
0.0
%
Procurement
Partners Holdings LLC (h)
Healthcare
Software
Class
A Units
11/12/2020
300,000
300,000
300,000
0.1
%
Total Healthcare Software
28,094,858
28,972,002
9.5
%
Roscoe
Medical, Inc. (d), (h)
Healthcare
Supply
Common
Stock
3/26/2014
5,081
508,077
280,346
0.1
%
Roscoe
Medical, Inc.
Healthcare
Supply
Second
Lien Term Loan
11.25% Cash, 6/28/2021
3/26/2014
$
5,141,413
5,141,413
5,141,413
1.7
%
Total Healthcare Supply
5,649,490
5,421,759
1.8
%
Book4Time,
Inc. (a)
Hospitality/Hotel
First
Lien Term Loan
(3M USD LIBOR+8.50%), 10.25%, 12/22/2025
12/22/2020
$
3,136,517
3,105,788
3,105,152
1.0
%
Book4Time,
Inc. (a), (j)
Hospitality/Hotel
Delayed
Draw Term Loan
(3M USD LIBOR+8.50%), 10.25%, 12/22/2025
12/22/2020
$
-
-
-
0.0
%
Book4Time,
Inc. (a), (i)
Hospitality/Hotel
Class
A Preferred Shares
12/22/2020
200,000
156,826
156,826
0.1
%
Knowland
Group, LLC
Hospitality/Hotel
Second
Lien Term Loan
(3M USD LIBOR+8.00%), 10.00% Cash, 5/9/2024
11/9/2018
$
15,767,918
15,767,918
10,788,409
3.5
%
Sceptre
Hospitality Resources, LLC
Hospitality/Hotel
First
Lien Term Loan
(1M USD LIBOR+9.00%), 10.00% Cash, 4/27/2025
4/27/2020
$
3,000,000
2,973,387
3,030,000
1.0
%
Total Hospitality/Hotel
22,003,919
17,080,387
5.6
%
Granite
Comfort, LP
HVAC
Services and Sales
First
Lien Term Loan
(1M USD LIBOR+9.00%), 10.00% Cash, 11/16/2025
11/16/2020
$
7,000,000
6,932,689
6,950,300
2.3
%
Granite
Comfort, LP
HVAC
Services and Sales
Delayed
Draw Term Loan
(1M USD LIBOR+9.00%), 10.00% Cash, 11/16/2025
11/16/2020
$
8,000,000
7,922,181
7,943,200
2.6
%
Total HVAC Services and Sales
14,854,870
14,893,500
4.9
%
See accompanying notes to consolidated financial statements.
F- 8
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
28, 2021
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Vector
Controls Holding Co., LLC (d)
Industrial
Products
First
Lien Term Loan
11.50% (9.75% Cash/1.75% PIK), 3/6/2022
3/6/2013
$
7,021,046
7,021,046
7,021,046
2.3
%
Vector
Controls Holding Co., LLC (d), (h)
Industrial
Products
Warrants
to Purchase Limited Liability Company Interests, Expires 11/30/2027
5/31/2015
343
-
2,025,598
0.7
%
Total Industrial Products
7,021,046
9,046,644
3.0
%
CLEO
Communications Holding, LLC (d)
IT
Services
First
Lien Term Loan
(3M USD LIBOR+8.00%), 9.00% Cash/2.00% PIK, 3/31/2022
3/31/2017
$
14,073,964
14,064,807
14,176,704
4.7
%
CLEO
Communications Holding, LLC (d), (j)
IT
Services
Delayed
Draw Term Loan
(3M USD LIBOR+8.00%), 9.00% Cash/2.00% PIK, 3/31/2022
3/31/2017
$
20,451,756
20,388,504
20,601,054
6.8
%
LogicMonitor,
Inc.
IT
Services
First
Lien Term Loan
(3M USD LIBOR+5.00), 6.00% Cash, 5/17/2023
3/20/2020
$
23,000,000
22,865,749
23,089,700
7.6
%
Total IT Services
57,319,060
57,867,458
19.1
%
inMotionNow,
Inc.
Marketing
Services
First
Lien Term Loan
(3M USD LIBOR+7.50), 10.00% Cash, 5/15/2024
5/15/2019
$
12,200,000
12,116,232
12,322,000
4.1
%
inMotionNow,
Inc.
Marketing
Services
Delayed
Draw Term Loan
(3M USD LIBOR+7.50) 10.00% Cash, 5/15/2024
5/15/2019
$
5,000,000
4,960,820
5,050,000
1.7
%
Total Marketing Services
17,077,052
17,372,000
5.8
%
Omatic
Software, LLC
Non-profit
Services
First
Lien Term Loan
(3M USD LIBOR+8.00%), 9.75% Cash, 5/29/2023
5/29/2018
$
5,500,000
5,470,787
5,554,450
1.8
%
Total Non-profit Services
5,470,787
5,554,450
1.8
%
Emily
Street Enterprises, L.L.C.
Office
Supplies
Senior
Secured Note
(3M USD LIBOR+8.50%), 10.00% Cash, 12/31/2023
12/28/2012
$
3,300,000
3,300,000
3,287,460
1.1
%
Emily
Street Enterprises, L.L.C. (h)
Office
Supplies
Warrant
Membership Interests
Expires 12/28/2022
12/28/2012
49,318
400,000
322,853
0.1
%
Total Office Supplies
3,700,000
3,610,313
1.2
%
Apex
Holdings Software Technologies, LLC
Payroll
Services
First
Lien Term Loan
(3M USD LIBOR+8.00%), 9.00% Cash, 9/21/2024
9/21/2016
$
18,000,000
17,981,413
17,368,200
5.7
%
Apex
Holdings Software Technologies, LLC
Payroll
Services
Delayed
Draw Term Loan
(3M USD LIBOR+8.00%), 9.00% Cash, 9/21/2024
10/1/2018
$
1,000,000
994,557
964,900
0.3
%
Total Payroll Services
18,975,970
18,333,100
6.0
%
Village
Realty Holdings LLC
Property
Management
First
Lien Term Loan
(3M USD LIBOR+6.50%), 8.75% Cash, 10/8/2024
10/8/2019
$
7,250,000
7,189,591
7,395,000
2.4
%
Village
Realty Holdings
LLC (j)
Property
Management
Delayed
Draw Term Loan
(3M USD LIBOR+6.50%), 8.75% Cash, 10/8/2024
10/8/2019
$
4,876,322
4,838,617
4,973,850
1.6
%
V
Rental Holdings LLC (h)
Property
Management
Class
A-1 Membership Units
10/8/2019
122,578
365,914
2,208,681
0.7
%
Total Property Management
12,394,122
14,577,531
4.7
%
Buildout,
Inc.
Real
Estate Services
First
Lien Term Loan
(3M USD LIBOR+7.75%), 9.25% Cash, 7/9/2025
7/9/2020
$
14,000,000
13,873,317
13,952,400
4.6
%
Buildout,
Inc.
Real
Estate Services
Delayed
Draw Term Loan
(3M USD LIBOR+7.75%), 9.25% Cash, 7/9/2025
2/12/2021
$
3,000,000
2,970,361
2,989,800
1.0
%
Buildout,
Inc. (h), (i)
Real
Estate Services
Limited
Partner Interests
7/9/2020
1,071
1,071,301
1,090,002
0.4
%
Total Real Estate Services
17,914,979
18,032,202
6.0
%
TMAC
Acquisition Co.,
LLC (k)
Restaurant
Unsecured
Term Loan
8.00% PIK, 9/01/2023
3/1/2018
$
2,261,017
2,261,017
2,140,911
0.7
%
Total Restaurant
2,261,017
2,140,911
0.7
%
ArbiterSports,
LLC (d)
Sports
Management
First
Lien Term Loan
(3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025
2/21/2020
$
26,000,000
25,800,743
24,525,800
8.1
%
ArbiterSports,
LLC (d)
Sports
Management
Delayed
Draw Term Loan
(3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025
2/21/2020
$
1,000,000
1,000,000
943,300
0.3
%
Total Sports Management
26,800,743
25,469,100
8.4
%
Avionte
Holdings, LLC (h)
Staffing
Services
Class
A Units
1/8/2014
100,000
100,000
924,509
0.3
%
Total Staffing Services
100,000
924,509
0.3
%
National
Waste Partners (d)
Waste
Services
Second
Lien Term Loan
10.00% Cash, 2/13/2022
2/13/2017
$
9,000,000
8,981,436
9,000,000
3.0
%
Total Waste Services
8,981,436
9,000,000
3.0
%
Sub
Total Non-control/Non-affiliate investments
471,328,212
469,946,494
154.5
%
See accompanying notes to consolidated financial statements.
F- 9
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
28, 2021
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Affiliate
investments - 6.4% (b)
GreyHeller
LLC (f)
Cyber
Security
First
Lien Term Loan
(3M USD LIBOR+11.00%), 12.00% Cash, 12/31/2025
11/17/2016
$
7,000,000
6,988,549
7,000,000
2.3
%
GreyHeller
LLC (d), (f), (j)
Cyber
Security
Delayed
Draw Term Loan
(3M USD LIBOR+11.00%), 12.00% Cash, 12/31/2025
10/19/2020
$
2,250,000
2,233,173
2,250,000
0.7
%
GreyHeller
LLC (f), (h)
Cyber
Security
Series
A Preferred Units
11/17/2016
850,000
850,000
3,924,291
1.3
%
Total Cyber Security
10,071,722
13,174,291
4.3
%
Top
Gun Pressure Washing, LLC (f)
Facilities
Maintenance
First
Lien Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 8/12/2024
8/12/2019
$
5,000,000
4,961,639
4,491,500
1.5
%
Top
Gun Pressure Washing, LLC (f), (j)
Facilities
Maintenance
Delayed
Draw Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 8/12/2024
8/12/2019
$
1,825,000
1,810,198
1,639,397
0.6
%
TG
Pressure Washing Holdings, LLC (f), (h)
Facilities
Maintenance
Preferred
Equity
8/12/2019
488,148
488,148
62,552
0.0
%
Total Facilities Maintenance
7,259,985
6,193,449
2.1
%
Sub
Total Affiliate investments
17,331,707
19,367,740
6.4
%
Control
investments - 21.4% (b)
Netreo
Holdings, LLC (g)
IT
Services
First
Lien Term Loan
(3M USD LIBOR +6.25%), 9.00% Cash/2.75% PIK,
12/31/2025
7/3/2018
$
5,296,555
5,268,156
5,349,521
1.8
%
Netreo
Holdings, LLC (g), (j)
IT
Services
Delayed
Draw Term Loan
(3M USD LIBOR +6.25%), 9.00% Cash/2.75% PIK,
12/31/2020
5/26/2020
$
1,223,203
1,213,962
1,235,435
0.4
%
Netreo
Holdings, LLC (g), (h)
IT
Services
Common
Stock Class A Unit
7/3/2018
3,150,000
3,150,000
8,634,768
2.8
%
Total IT Services
9,632,118
15,219,724
5.0
%
Saratoga
Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)
Structured
Finance Securities
Other/Structured
Finance Securities
11.72%, 1/20/2030
1/22/2008
$
111,000,000
33,846,643
31,449,732
10.3
%
Saratoga
Investment Corp. CLO 2013-1, Ltd. Class F-R-3 Note (a), (g)
Structured
Finance Securities
Other/Structured
Finance Securities
(3M USD LIBOR+10.00%), 10.19%, 4/20/2033
2/26/2021
$
17,875,000
17,875,000
18,329,025
6.1
%
Total Structured Finance Securities
51,721,643
49,778,757
16.4
%
Sub
Total Control investments
61,353,761
64,998,481
21.4
%
TOTAL
INVESTMENTS - 182.2% (b)
$
550,013,680
$
554,312,715
182.2
%
Number
of Shares
Cost
Fair
Value
%
of
Net Assets
Cash
and cash equivalents and cash and cash equivalents, reserve accounts - 6.2% (b)
U.S.
Bank Money Market (l)
18,828,047
$ 18,828,047
$ 18,828,047
6.2 %
Total
cash and cash equivalents and cash and cash equivalents, reserve accounts
18,828,047
$ 18,828,047
$ 18,828,047
6.2 %
(a) Represents an ineligible investment as defined under
Section 55(a) of the Investment Company Act of 1940, as amended. As of February 28, 2021 non-qualifying assets represent 9.5%
of the Company’s portfolio at fair value. As a BDC, the Company can only invest 30% of its portfolio in non-qualifying assets.
(b) Percentages are based on net assets of $304,185,770 as
of February 28, 2021.
(c) Because there is no readily available market value for
these investments, the fair values of these investments were determined using significant unobservable inputs and approved in
good faith by our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3
to the consolidated financial statements).
(d) These securities are either fully or partially pledged
as collateral under a senior secured revolving credit facility (see Note 7 to the consolidated financial statements).
(e) This investment does not have a stated interest rate
that is payable thereon. As a result, the 11.72% interest rate in the table above represents the effective interest rate currently
earned on the investment cost and is based on the current cash interest and other income generated by the investment.
See accompanying notes to consolidated financial statements.
F- 10
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
28, 2021
(f) As defined in the Investment Company Act, this portfolio company
is an Affiliate as we own between 5.0% and 25.0% of the voting securities. Transactions during the year ended February 28, 2021 in which
the issuer was an Affiliate are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Elyria Foundry Company, L.L.C.
$ -
$ (2,309,806 )
$ 172,626
$ -
$ (8,726,013 )
$ 7,745,228
GreyHeller LLC
2,227,500
-
987,969
-
-
942,175
Top Gun Pressure Washing, LLC
1,806,750
-
668,294
-
-
(712,711 )
TG Pressure Washing Holdings, LLC
138,148
-
-
-
-
(425,596 )
Total
$ 4,172,398
$ (2,309,806 )
$ 1,828,889
$ -
$ (8,726,013 )
$ 7,549,096
(g) As defined in the Investment Company Act, we “Control”
this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during
the year ended February 28, 2021 in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC
$ 1,188,000
$ -
$ 738,012
$ -
$ -
$ 1,832,136
Saratoga Investment Corp. CLO 2013-1, Ltd.
14,000,000
-
3,535,591
2,507,626
-
(1,433,723 )
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-2 Notes
-
(2,500,000 )
237,163
-
-
22,000
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-3 Note
17,875,000
-
15,187
-
-
454,025
Saratoga Investment Corp. CLO 2013-1, Ltd. Class G-R-2 Notes
-
(7,500,000 )
805,759
-
-
65,250
Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd.
22,500,000
(25,000,000 )
679,926
-
-
295,459
Total
$ 55,563,000
$ (35,000,000 )
$ 6,011,638
$ 2,507,626
$ -
$ 1,235,147
(h) Non-income producing at February 28, 2021.
(i) Includes securities issued by an affiliate of the Company.
(j) All or a portion of this investment has an unfunded commitment
as of February 28, 2021. (see Note 8 to the consolidated financial statements).
(k) As of February 28, 2021, the investment was on non-accrual
status. The fair value of these investments was approximately $2.1 million, which represented 0.4% of the Company’s portfolio
(see Note 2 to the consolidated financial statements).
(l) Included within cash and cash equivalents and cash and
cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 28, 2021.
LIBOR - London Interbank Offered Rate
1M USD LIBOR - The 1 month USD LIBOR rate as of February 28,
2021 was 0.12%.
3M USD LIBOR - The 3 month USD LIBOR rate as of February 28,
2021 was 0.19%.
PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements).
See
accompanying notes to consolidated financial statements.
F- 11
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
29, 2020
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Non-control/Non-affiliate
investments - 138.2% (b)
CoConstruct,
LLC
Construction
Management Services
First Lien
Term Loan
(3M USD LIBOR+7.50%), 10.00% Cash, 7/5/2024
7/5/2019
$ 4,200,000
4,161,917
4,284,000
1.4
%
CoConstruct,
LLC (j)
Construction
Management Services
Delayed
Draw Term Loan
(3M USD LIBOR+7.50%), 10.00% Cash, 7/5/2024
7/5/2019
$ -
-
-
0.0
%
Total Construction Management Services
4,161,917
4,284,000
1.4
%
Targus
Holdings, Inc. (h)
Consumer
Products
Common
Stock
12/31/2009
210,456
1,589,630
417,619
0.1
%
Total Consumer Products
1,589,630
417,619
0.1
%
My
Alarm Center, LLC (k)
Consumer Services
Preferred Equity Class
A Units
8.00% PIK
7/14/2017
2,227
2,357,879
-
0.0
%
My
Alarm Center, LLC (h)
Consumer Services
Preferred Equity Class
B Units
7/14/2017
1,797
1,796,880
-
0.0
%
My
Alarm Center, LLC (h)
Consumer Services
Preferred Equity Class
Z Units
9/12/2018
676
712,343
1,997,158
0.6
%
My
Alarm Center, LLC (h)
Consumer
Services
Common
Stock
7/14/2017
96,224
-
-
0.0
%
Total Consumer Services
4,867,102
1,997,158
0.60
%
Passageways,
Inc.
Corporate Governance
First Lien Term Loan
(3M USD LIBOR+7.00%), 8.75% Cash, 7/5/2023
7/5/2018
$ 5,000,000
4,961,214
5,034,500
1.7
%
Passageways,
Inc. (j)
Corporate Governance
Delayed Draw Term Loan
(3M USD LIBOR+7.00%), 8.75% Cash, 7/5/2023
1/3/2020
$ 2,000,000
1,991,001
2,013,800
0.7
%
Passageways,
Inc. (h)
Corporate
Governance
Series
A Preferred Stock
7/5/2018
2,027,205
1,000,000
2,042,180
0.8
%
Total Corporate Governance
7,952,215
9,090,480
0.03
C2
Educational Systems (d)
Education Services
First Lien Term Loan
(3M USD LIBOR+7.00%), 8.50% Cash, 5/31/2020
5/31/2017
$ 16,000,000
15,981,853
16,000,000
5.3
%
Texas
Teachers of Tomorrow, LLC (h), (i)
Education Services
Common Stock
12/2/2015
750,000
750,000
703,910
0.2
%
Texas
Teachers of Tomorrow, LLC (d)
Education
Services
First
Lien Term Loan
(3M USD LIBOR+7.25%), 9.75% Cash, 6/28/2024
6/28/2019
$ 19,661,200
19,483,213
19,661,200
6.5
%
Total Education Services
36,215,066
36,365,110
12.0
%
Destiny
Solutions Inc. (d)
Education Software
First Lien Term Loan
(3M USD LIBOR+7.25%), 9.25% Cash, 10/23/2024
5/16/2018
$ 36,000,000
35,686,318
35,888,400
11.8
%
Destiny
Solutions Inc. (h), (i)
Education Software
Limited Partner Interests
5/16/2018
2,342
2,468,464
2,805,839
0.9
%
Identity
Automation
Systems (h)
Education Software
Common Stock Class A
Units
8/25/2014
232,616
232,616
860,269
0.4
%
Identity
Automation
Systems (d)
Education Software
First Lien Term Loan
(3M USD LIBOR+9.24%), 10.99% Cash, 5/8/2024
8/25/2014
$ 15,422,500
15,389,090
15,524,289
5.1
%
EMS
LINQ, Inc.
Education Software
First Lien Term Loan
(1M USD LIBOR+8.50%), 10.02% Cash, 8/9/2024
8/9/2019
$ 14,925,000
14,780,293
14,823,510
4.8
%
GoReact
Education Software
First Lien Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025
1/17/2020
$ 5,000,000
4,930,819
4,950,000
1.6
%
GoReact
(j)
Education Software
Delayed Draw Term Loan
(3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025
1/17/2020
$ -
-
-
0.0
%
Kev
Software Inc. (a)
Education
Software
First
Lien Term Loan
(1M USD LIBOR+8.63%), 10.15% Cash, 9/13/2023
9/13/2018
$ 21,231,923
21,086,573
21,202,198
7.0
%
Total Education Software
94,574,173
96,054,505
31.6
%
Davisware,
LLC
Field Service Management
First Lien Term Loan
(3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024
9/6/2019
$ 3,000,000
2,971,896
2,970,000
1.0
%
Davisware,
LLC (j)
Field
Service Management
Delayed
Draw Term Loan
(3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024
9/6/2019
$ -
-
-
0.0
%
Total Field Service Management
2,971,896
2,970,000
1.0
%
F- 12
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
29, 2020
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
GDS
Holdings US, Inc. (d)
Financial Services
First Lien Term Loan
(3M USD LIBOR+7.00%), 8.50% Cash, 8/23/2023
8/23/2018
$ 7,500,000
7,444,170
7,650,000
2.5
%
GDS
Holdings US, Inc. (d)
Financial Services
Delayed Draw Term Loan
(3M USD LIBOR+7.00%), 8.50% Cash, 8/23/2023
8/23/2018
$ 1,000,000
990,526
1,020,000
0.3
%
GDS
Software Holdings, LLC (h)
Financial Services
Common Stock Class A
Units
8/23/2018
250,000
250,000
421,291
0.1
%
FMG
Suite Holdings, LLC (d)
Financial Services
Second
Lien Term Loan
(1M USD LIBOR+8.00%), 9.52% Cash, 11/16/2023
5/16/2018
$ 23,000,000
22,863,835
23,000,000
7.6
%
Total Financial Services
31,548,531
32,091,291
10.5
%
Ohio
Medical, LLC (h)
Healthcare Products
Manufacturing
Common Stock
1/15/2016
5,000
500,000
416,550
0.1
%
Ohio
Medical, LLC
Healthcare
Products Manufacturing
Senior
Subordinated Note
12.00% Cash, 7/15/2021
1/15/2016
$ 7,300,000
7,274,482
7,300,000
2.4
%
Total Healthcare Products Manufacturing
7,774,482
7,716,550
2.5
%
Axiom
Parent Holdings, LLC (h)
Healthcare Services
Common Stock Class A
Units
6/19/2018
400,000
400,000
428,706
0.1
%
Axiom
Purchaser, Inc. (d)
Healthcare Services
First Lien Term Loan
(3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023
6/19/2018
$ 10,000,000
9,936,612
9,944,000
3.3
%
Axiom
Purchaser, Inc. (d), (j)
Healthcare Services
Delayed Draw Term Loan
(3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023
6/19/2018
$ 3,000,000
2,977,619
2,983,200
1.0
%
ComForCare
Health Care
Healthcare
Services
First
Lien Term Loan
(3M USD LIBOR+7.50%), 8.96% Cash, 1/31/2022
1/31/2017
$ 15,000,000
14,929,216
15,099,000
5.0
%
Total Healthcare Services
28,243,447
28,454,906
9.4
%
HemaTerra
Holding Company, LLC
Healthcare Software
First Lien Term Loan
(3M USD LIBOR+6.75%), 9.25% Cash, 4/15/2024
4/15/2019
$ 6,000,000
5,944,473
6,120,000
2.0
%
HemaTerra
Holding Company, LLC (j)
Healthcare Software
Delayed Draw Term Loan
(3M USD LIBOR+6.75%), 9.25% Cash, 4/15/2024
4/15/2019
$ 10,000,000
9,912,295
10,200,000
3.4
%
TRC
HemaTerra, LLC (h)
Healthcare Software
Class D Membership Interests
4/15/2019
2,000,000
2,000,000
2,259,190
0.7
%
PDDS
Buyer, LLC
Healthcare Software
First Lien Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 7/15/2024
7/15/2019
$ 12,000,000
11,888,585
12,184,800
4.0
%
PDDS
Buyer, LLC (j)
Healthcare
Software
Delayed
Draw Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 7/15/2024
7/15/2019
$ -
-
-
0.0
%
Total Healthcare Software
29,745,353
30,763,990
10.1
%
Roscoe
Medical, Inc. (h)
Healthcare Supply
Common Stock
3/26/2014
5,081
508,077
-
0.0
%
Roscoe
Medical, Inc. (k)
Healthcare
Supply
Second
Lien Term Loan
11.25% Cash, 3/28/2021
3/26/2014
$ 4,200,000
4,200,000
2,136,960
0.7
%
Total Healthcare Supply
4,708,077
2,136,960
0.7
%
Knowland
Group, LLC
Hospitality/Hotel
Second
Lien Term Loan
(3M USD LIBOR+8.00%), 10.00% Cash, 5/9/2024
11/9/2018
$ 15,000,000
15,000,000
14,893,500
4.9
%
Total Hospitality/Hotel
15,000,000
14,893,500
4.9
%
Vector
Controls Holding Co., LLC (d)
Industrial Products
First Lien Term Loan
10.50% (9.00% Cash/1.50% PIK), 3/6/2022
3/6/2013
$ 7,849,846
7,849,846
7,928,345
2.6
%
Vector
Controls Holding Co., LLC (h)
Industrial
Products
Warrants
to Purchase Limited Liability Company Interests, Expires 11/30/2027
5/31/2015
343
-
2,850,231
0.9
%
Total Industrial Products
7,849,846
10,778,576
3.5
%
CLEO
Communications Holding, LLC
IT Services
First Lien Term Loan
(3M USD LIBOR+8.00%), 9.46% Cash/2.00% PIK, 3/31/2022
3/31/2017
$ 13,791,686
13,773,206
14,048,211
4.6
%
CLEO
Communications Holding, LLC
IT Services
Delayed Draw Term Loan
(3M USD LIBOR+8.00%), 9.46% Cash/2.00% PIK, 3/31/2022
3/31/2017
$ 20,041,560
19,919,746
20,414,333
6.7
%
Erwin,
Inc. (d)
IT
Services
Second
Lien Term Loan
(3M USD LIBOR+11.50%), 12.96% Cash/1.00% PIK, 8/28/2021
2/29/2016
$ 16,049,804
15,990,286
16,049,804
5.3
%
Total IT Services
49,683,238
50,512,348
16.6
%
inMotionNow,
Inc.
Marketing Services
First Lien Term Loan
(3M USD LIBOR+7.25), 9.75% Cash, 5/15/2024
5/15/2019
$ 12,200,000
12,094,364
12,200,000
4.1
%
inMotionNow,
Inc. (j)
Marketing
Services
Delayed
Draw Term Loan
(3M USD LIBOR+7.25) 9.75% Cash, 5/15/2024
5/15/2019
$ 2,000,000
1,981,329
2,000,000
0.0
%
Total Marketing Services
14,075,693
14,200,000
4.1
%
F- 13
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
29, 2020
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Omatic
Software, LLC
Non-profit Services
First Lien Term Loan
(3M USD LIBOR+8.00%), 9.75% Cash, 5/29/2023
5/29/2018
$ 5,500,000
5,459,192
5,554,999
1.9
%
Omatic
Software, LLC (j)
Non-profit
Services
Delayed
Draw Term Loan
(3M USD LIBOR+8.00%), 9.75% Cash, 5/29/2023
5/29/2018
$ -
-
-
0.0
%
Total Non-profit Services
5,459,192
5,554,999
1.9
%
Emily
Street Enterprises, L.L.C.
Office Supplies
Senior Secured Note
(3M USD LIBOR+8.50%), 10.00% Cash, 4/22/2020
12/28/2012
$ 3,300,000
3,299,987
3,300,000
1.1
%
Emily
Street Enterprises, L.L.C. (h)
Office
Supplies
Warrant
Membership Interests
Expires 12/28/2022
12/28/2012
49,318
400,000
499,464
0.2
%
Total Office Supplies
3,699,987
3,799,464
1.3
%
Apex
Holdings Software Technologies, LLC
Payroll Services
First Lien Term Loan
(3M USD LIBOR+8.00%), 9.46% Cash, 9/21/2021
9/21/2016
$ 18,000,000
$ 17,951,463
$ 17,589,600
5.8
%
Apex
Holdings Software Technologies, LLC
Payroll
Services
Delayed
Draw Term Loan
(3M USD LIBOR+8.00%), 9.46% Cash, 9/21/2021
10/1/2018
$ 1,500,000
1,491,938
1,465,800
0.5
%
Total Payroll Services
19,443,401
19,055,400
6.3
%
Village
Realty Holdings LLC
Property Management
First Lien Term Loan
(3M USD LIBOR+6.50%), 8.75% Cash, 10/8/2024
10/8/2019
$ 7,250,000
7,180,560
7,264,500
2.4
%
Village
Realty Holdings LLC (j)
Property Management
Delayed Draw Term Loan
(3M USD LIBOR+6.50%), 8.75% Cash, 10/8/2024
10/8/2019
$ 3,876,322
3,838,783
3,884,075
1.4
%
V
Rental Holdings LLC (h)
Property
Management
Class
A-1 Membership Units
10/8/2019
116,700
338,229
354,280
0.1
%
Total Property Management
11,357,572
11,502,855
3.9
%
TMAC
Acquisition Co., LLC
Restaurant
Unsecured
Term Loan
8.00% PIK, 9/01/2023
3/1/2018
$ 2,261,017
2,261,017
2,140,880
0.7
%
Total Restaurant
2,261,017
2,140,880
0.7
%
ArbiterSports,
LLC
Sports Management
First Lien Term Loan
(3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025
2/21/2020
$ 26,000,000
25,765,288
25,740,000
8.6
%
Arbiter
Sports, LLC (j)
Sports
Management
Delayed
Draw Term Loan
(3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025
2/21/2020
$ -
-
-
0.0
%
Total Sports Management
25,765,288
25,740,000
8.6
%
Avionte
Holdings, LLC (h)
Staffing
Services
Class
A Units
1/8/2014
100,000
100,000
922,337
0.3
%
Total Staffing Services
100,000
922,337
0.3
%
National
Waste Partners (d)
Waste
Services
Second
Lien Term Loan
10.00% Cash, 2/13/2022
2/13/2017
$ 9,000,000
8,959,602
9,000,000
3.0
%
Total Waste Services
8,959,602
9,000,000
3.0
%
Sub
Total Non-control/Non-affiliate investments
418,006,725
420,442,928
138.2
%
Affiliate
investments - 6.0% (b)
GreyHeller
LLC (f)
Cyber Security
First Lien Term Loan
(3M USD LIBOR+11.00%), 12.46% Cash, 11/16/2021
11/17/2016
$ 7,000,000
6,971,109
7,000,000
2.2
%
GreyHeller
LLC (f), (h)
Cyber
Security
Series
A Preferred Units
11/17/2016
850,000
850,000
2,981,503
1.0
%
Total Cyber Security
7,821,109
9,981,503
3.2
%
Top
Gun Pressure Washing, LLC (f)
Facilities Maintenance
First Lien Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 8/12/2024
8/12/2019
$ 5,000,000
4,952,729
5,024,500
1.7
%
Top
Gun Pressure Washing, LLC (f), (j)
Facilities Maintenance
Delayed Draw Term Loan
(3M USD LIBOR+7.00%), 9.50% Cash, 8/12/2024
8/12/2019
$ -
-
-
0.0
%
TG
Pressure Washing Holdings, LLC (f), (h)
Facilities
Maintenance
Preferred
Equity
8/12/2019
350,000
350,000
350,000
0.1
%
Total Facililties Maintenance
5,302,729
5,374,500
1.8
%
Elyria
Foundry Company, L.L.C. (f), (h)
Metals
Common Stock
7/30/2010
60,000
9,685,028
1,939,800
0.6
%
Elyria
Foundry Company, L.L.C. (d), (f)
Metals
Second
Lien Term Loan
15.00% PIK, 8/10/2022
7/30/2010
$ 1,190,051
1,190,051
1,190,051
0.4
%
Total Metals
10,875,079
3,129,851
1.0
%
Sub
Total Affiliate investments
23,998,917
18,485,854
6.0
%
F- 14
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
29, 2020
Company
Industry
Investment
Interest Rate/Maturity
Original
Acquisition Date
Principal/
Number of Shares
Cost
Fair
Value (c)
%
of
Net Assets
Control
investments - 15.4% (b)
Netreo
Holdings, LLC (g)
IT Services
First Lien Term Loan
(3M USD LIBOR +6.25%), 9.00% Cash/2.00% PIK,
7/3/2023
7/3/2018
$ 5,162,734
5,123,191
5,265,989
1.7
%
Netreo
Holdings, LLC (g), (h)
IT
Services
Common
Stock Class A Unit
7/3/2018
3,150,000
3,150,000
6,762,672
2.3
%
Total IT Services
8,273,191
12,028,661
4.0
%
Saratoga
Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)
Structured Finance Securities
Other/Structured Finance
Securities
10.97%, 1/20/2030
1/22/2008
$ 69,500,000
23,520,428
22,557,240
7.4
%
Saratoga
Investment Corp. CLO 2013-1, Ltd. Class F-R-2 Note (a), (g)
Structured Finance Securities
Other/Structured Finance
Securities
(3M USD LIBOR+8.75%), 10.21%, 1/20/2030
12/14/2018
$ 2,500,000
2,500,000
2,478,000
0.8
%
Saratoga
Investment Corp. CLO 2013-1, Ltd. Class G-R-2 Note (a), (g)
Structured Finance Securities
Other/Structured Finance
Securities
(3M USD LIBOR+10.00%), 11.46%, 1/20/2030
12/14/2018
$ 7,500,000
7,500,000
7,434,750
2.4
%
Saratoga
Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (a), (g), (j)
Structured
Finance Securities
Unsecured
Loan
(3M USD LIBOR+7.50%), 8.96%, 8/20/2021
2/18/2020
$ 2,500,000
2,500,000
2,204,541
0.8
%
Total Structured Finance Securities
36,020,428
34,674,531
11.4
%
Sub
Total Control investments
44,293,619
46,703,192
15.4
%
TOTAL
INVESTMENTS - 159.6% (b)
$ 486,299,261
$ 485,631,974
159.6
%
Number
of Shares
Cost
Fair
Value
%
of
Net Assets
Cash
and cash equivalents and cash and cash equivalents, reserve accounts - 13.0% (b)
U.S.
Bank Money Market (l)
39,450,352
$ 39,450,352
$ 39,450,352
13.0 %
Total
cash and cash equivalents and cash and cash equivalents, reserve accounts
39,450,352
$ 39,450,352
$ 39,450,352
13.0 %
* Certain reclassifications have been made to previously
reported industry groupings to show results on a consistent basis across periods.
(a) Represents a non-qualifying investment as defined under
Section 55(a) of the Investment Company Act of 1940, as amended. As of February 29, 2020, non-qualifying assets represent 11.5%
of the Company’s portfolio at fair value. As a BDC, the Company can only invest 30% of its portfolio in non-qualifying assets.
(b) Percentages are based on net assets of $304,286,853 as
of February 29, 2020.
(c) Because there is no readily available market value for
these investments, the fair values of these investments were determined using significant unobservable inputs and approved in
good faith by our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3
to the consolidated financial statements).
(d) These securities are either fully or partially pledged
as collateral under a senior secured revolving credit facility (see Note 7 to the consolidated financial statements).
(e) This investment does not have a stated interest rate
that is payable thereon. As a result, the 10.97% interest rate in the table above represents the effective interest rate currently
earned on the investment cost and is based on the current cash interest and other income generated by the investment.
F- 15
Saratoga
Investment Corp.
Consolidated
Schedule of Investments
February
29, 2020
(f) As defined in the Investment Company Act, this portfolio
company is an Affiliate as we own between 5.0% and 25.0% of the voting securities. Transactions during the year ended February
29, 2020 in which the issuer was an Affiliate are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
GreyHeller LLC
$ -
$ -
$ 961,322
$ -
$ -
$ 1,331,201
Elyria Foundry Company, L.L.C.
-
-
167,835
-
-
135,600
Top Gun Pressure Washing, LLC
4,950,000
-
269,257
-
-
71,771
TG Pressure Washing Holdings, LLC
350,000
-
-
-
-
-
Total
$ 5,300,000
$ -
$ 1,398,414
$ -
$ -
$ 1,538,572
(g) As defined in the Investment Company Act, we “Control”
this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during
the year ended February 29, 2020 in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:
Company
Purchases
Sales
Total Interest from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Easy Ice, LLC
$ -
$ (65,219,080 )
$ 3,335,320
$ -
$ 31,225,165
$ (3,816,610 )
Easy Ice Masters, LLC
-
(4,169,121 )
382,066
-
-
(51,436 )
Netreo Holdings, LLC
-
-
578,617
-
-
1,654,603
Saratoga Investment Corp. CLO 2013-1, Ltd.
-
-
4,058,715
2,503,804
-
(2,840,298 )
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-2 Notes
-
-
280,689
-
-
(5,500 )
Saratoga Investment Corp. CLO 2013-1, Ltd. Class G-R-2 Notes
-
-
937,378
-
-
(15,750 )
Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd (j)
2,500,000
-
7,642
-
-
(295,459 )
Total
$ 2,500,000
$ (69,388,201 )
$ 9,580,427
$ 2,503,804
$ 31,225,165
$ (5,370,450 )
(h) Non-income producing at February 29, 2020.
(i) Includes securities issued by an affiliate of the Company.
(j) All or a portion of this investment has an unfunded commitment
as of February 29, 2020. (see Note 8 to the consolidated financial statements).
(k) As of February 29, 2020, the investment was on non-accrual
status. The fair value of these investments was approximately $2.1 million, which represented 0.4% of the Company’s portfolio
(see Note 2 to the consolidated financial statements).
(l) Included within cash and cash equivalents and cash and
cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 29, 2020.
LIBOR - London Interbank Offered Rate
1M USD LIBOR - The 1 month USD LIBOR rate as of February 29,
2020 was 1.52%.
3M USD LIBOR - The
3 month USD LIBOR rate as of February 29, 2020 was 1.46%.
PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements).
See
accompanying notes to consolidated financial statements.
F- 16
SARATOGA
INVESTMENT CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
February
28, 2021
Note
1. Organization
Saratoga
Investment Corp. (the “Company”, “we”, “our” and “us”) is a non-diversified closed end
management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company
(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial public offering (“IPO”) on March 28, 2007. The Company
has elected to be treated as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986,
as amended (the “Code”). The Company expects to continue to qualify and to elect to be treated, for tax purposes, as a RIC.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation from its investments.
GSC
Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. As of February 28, 2007, the
LLC had not yet commenced its operations and investment activities.
On
March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company
as the surviving entity, in accordance with the procedure for such merger in the LLC’s limited liability company agreement and
Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share
of common stock of the Company.
On
July 30, 2010, the Company changed its name from “GSC Investment Corp.” to “Saratoga Investment Corp.” in connection
with the consummation of a recapitalization transaction.
The
Company is externally managed and advised by the investment adviser, Saratoga Investment Advisors, LLC (the “Manager” or
“Saratoga Investment Advisors”), pursuant to an investment advisory and management agreement (the “Management Agreement”).
Prior to July 30, 2010, the Company was managed and advised by GSCP (NJ), L.P.
The
Company has established wholly-owned subsidiaries, SIA-Avionte, Inc., SIA-GH, Inc., SIA-MAC, SIA-PP Inc., Inc., SIA-TG, Inc., SIA-TT,
Inc., SIA-Vector, Inc. and SIA-VR, Inc., which are structured as Delaware entities, or tax blockers (“Taxable Blockers”),
to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of
pass through entities). Tax Blockers are consolidated for accounting purposes, but are not consolidated for U.S. federal income tax purposes
and may incur U.S. federal income tax expenses as a result of their ownership of portfolio companies.
On
December 31, 2019, the Company’s second lien term loans in Easy Ice, LLC and Easy Ice Masters, LLC were repaid at par, and its
preferred equity was sold in a change of control transaction. In addition to the second lien term loans of $27.9 million and the preferred
equity of $10.7 million being repaid in full including all accrued interest, the Company also received approximately $35.6 million of
additional proceeds, interest and fees. The Company recognized a gain of $31.2 million, which is included in the net realized gain (loss)
from investments in the Company’s consolidated statement of operations from the sale. The SIA-Easy Ice, LLC Taxable Blocker was
sold as part of this transaction.
On
March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received a Small Business Investment
Company (“SBIC”) license from the Small Business Administration (“SBA”). On August 14, 2019, our wholly-owned
subsidiary, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA. The new license
will provide up to $175.0 million in additional long-term capital in the form of SBA debentures.
F- 17
Note
2. Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally
accepted accounting principles (“U.S. GAAP”), are stated in U.S. Dollars and include the accounts of the Company and its
special purpose financing subsidiaries, Saratoga Investment Funding, LLC (previously known as GSC Investment Funding LLC), SBIC LP, SBIC
II LP, SIA-Avionte, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PP, Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc. and SIA-VR, Inc. All
intercompany accounts and transactions have been eliminated in consolidation. All references made to the “Company,” “we,”
and “us” herein include Saratoga Investment Corp. and its consolidated subsidiaries, except as stated otherwise.
The
Company, SBIC LP and SBIC II LP are all considered to be investment companies for financial reporting purposes and have applied the guidance
in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “ Financial
Services — Investment Companies ” (“ASC 946”). There have been no changes to the Company, SBIC LP or SBIC
II LP’s status as investment companies during the year ended February 28, 2021.
Use
of Estimates in the Preparation of Financial Statements
The
preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the
date of the financial statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially
from those estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which
approximates fair value. Per section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another registered investment company
such as, a money market fund if such investment would cause the Company to exceed any of the following limitations:
● we
were to own more than 3.0% of the total outstanding voting stock of the money market fund;
● we
were to hold securities in the money market fund having an aggregate value in excess of 5.0%
of the value of our total assets, except as allowed pursuant to Rule 12d1-1 of Section 12(d)(1)
of the 1940 Act which is designed to permit “cash sweep” arrangements rather
than investments directly in short-term instruments; or
● we
were to hold securities in money market funds and other registered investment companies and
BDCs having an aggregate value in excess of 10.0% of the value of our total assets.
As
of February 28, 2021, the Company did not exceed any of these limitations.
Cash
and Cash Equivalents, Reserve Accounts
Cash
and cash equivalents, reserve accounts include amounts held in designated bank accounts in the form of cash and short-term liquid investments
in money market funds, representing payments received on secured investments or other reserved amounts associated with the Company’s
$45.0 million senior secured revolving credit facility with Madison Capital Funding LLC. The Company is required to use these amounts
to pay interest expense, reduce borrowings, or pay other amounts in accordance with the terms of the senior secured revolving credit
facility.
In
addition, cash and cash equivalents, reserve accounts also include amounts held in designated bank accounts, in the form of cash and
short-term liquid investments in money market funds, within our wholly-owned subsidiary, SBIC LP and SBIC II LP.
The
statements of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described
as restricted cash and restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts.
F- 18
The following table provides a reconciliation of cash and cash equivalents and cash and cash equivalents, reserve accounts
reported within the consolidated statements of assets and liabilities that sum to the total of the same such amounts shown
in the consolidated statements of cash flows:
February 28,
2021
February 29,
2020
February 28,
2019
Cash and cash equivalents
$ 18,828,047
$ 24,598,905
$ 30,799,068
Cash and cash equivalents, reserve accounts
11,087,027
14,851,447
31,295,326
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
$ 29,915,074
$ 39,450,352
$ 62,094,394
Investment
Classification
The
Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments”
are defined as investments in companies in which we own more than 25.0% of the voting securities or maintain greater than 50.0% of the
board representation. Under the 1940 Act, “Affiliated Investments” are defined as those non-control investments in companies
in which we own between 5.0% and 25.0% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined
as investments that are neither Control Investments nor Affiliated Investments.
Investment
Valuation
The
Company accounts for its investments at fair value in accordance with the FASB ASC Topic 820, Fair Value Measurement (“ASC 820”).
ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality
of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Company to
assume that its investments are to be sold or its liabilities are to be transferred at the measurement date in the principal market to
independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical
market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable,
and willing and able to transact.
Investments
for which market quotations are readily available are fair valued at such market quotations obtained from independent third-party pricing
services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant
events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value
as approved, in good faith, by our board of directors based on input from our Manager, the audit committee of our board of directors
and a third-party independent valuation firm.
The
Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available,
as described below:
● Each
investment is initially valued by the responsible investment professionals of the Manager and preliminary valuation conclusions
are documented, reviewed and discussed with our senior management; and
● An
independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations
each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent
valuation firm at least once each fiscal year.
In
addition, all our investments are subject to the following valuation process:
● The
audit committee of our board of directors reviews and approves each preliminary valuation and our Manager and independent valuation
firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and
● Our
board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input
of our Manager, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.
F- 19
We
use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments
and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques
often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise
value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best estimate. The types
of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable
value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future
interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies,
discounted cash flows and other relevant factors.
The
Company’s investment in Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”) is carried at fair value, which
is based on a discounted cash flow valuation technique that utilizes prepayment, re-investment and loss inputs based on historical experience
and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests
in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by our Manager and recommended to our
board of directors. Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of our investment
in Saratoga CLO. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates and prepayment
rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided by third parties
as well as management estimates. The Company uses the output from the Intex models (i.e., the estimated cash flows) to perform a discounted
cash flow analysis on expected future cash flows to determine the valuation for our investment in Saratoga CLO.
Because
such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate
over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that
would have been used if a ready market for these investments existed. The Company’s net asset value could be materially affected
if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately
realize upon the disposal of such investments.
Derivative
Financial Instruments
The
Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC
815”). ASC 815 requires recognizing all derivative instruments as either assets or liabilities on the consolidated statements of
assets and liabilities at fair value. The Company values derivative contracts at the closing fair value provided by the counterparty.
Changes in the values of derivative contracts are included in the consolidated statements of operations.
Investment
Transactions and Income Recognition
Purchases
and sales of investments and the related realized gains or losses are recorded on a trade-date basis. Interest income, adjusted for amortization
of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The
Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums
on investments purchased are accreted/amortized using the effective yield method. The amortized cost of investments represents the original
cost adjusted for the accretion of discounts over the life of the investment and amortization of premiums on investments up to the earliest
call date.
Loans
are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest
is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized
as a reduction in principal depending upon management’s judgment regarding collectability. 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, although we may
make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. At February 28,
2021, certain investments in two portfolio companies, including preferred equity interests, were on non-accrual status with a fair value
of approximately $2.1 million, or 0.4% of the fair value of our portfolio. At February 29, 2020, certain investments in four portfolio
companies, including preferred equity interests, were on non-accrual status with a fair value of approximately $2.1 million,
or 0.4% of the fair value of our portfolio.
Interest
income on our investment in Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic
325, Investments-Other, Beneficial Interests in Securitized Financial Assets , (“ASC 325”), based on the anticipated
yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or
estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield
are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was
changed.
F- 20
Adoption
of ASC 606
In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), which supersedes the revenue
recognition requirements in Revenue Recognition (“ASC 605”). In May 2016, ASU 2016-12 amended ASU 2014-09 and deferred the
effective period for annual periods beginning after December 15, 2017.
Under
the new guidance, the Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under this
standard, revenue is based on a contract with a determinable transaction price and distinct performance obligations with probable collectability.
Revenues cannot be recognized until the performance obligation(s) are satisfied and control is transferred to the customer. Management
has concluded that the majority of its revenues associated with financial instruments are scoped out of ASC 606, and has concluded that
the only significant impact relates to the timing of the recognition of the CLO incentive fee income. The adoption of ASC 606 did not
have an impact on the Company’s management fee income or investment income.
The
Company adopted ASC 606 to all applicable contracts under the modified retrospective approach using the practical expedient provided
for within paragraph 606-10-65-1(f)(4); therefore, the presentation of prior year periods has not been adjusted. The Company recognized
the cumulative effect of initially adopting ASC 606 as an adjustment to the opening balance of components of equity as of March 1, 2018.
Incentive
Fee Income
Incentive
fee income is recognized based on the performance of Saratoga CLO during the period, subject to the achievement of minimum return levels
in accordance with the terms set out in the investment management agreement between the Company and Saratoga CLO. Incentive fee income
is realized in cash on a quarterly basis. Once realized, such fees are no longer subject to reversal.
Upon
the adoption of ASC 606, the Company recognizes incentive fee income only when the amount is realized and no longer subject to reversal.
Therefore, the Company no longer recognizes unrealized incentive fee income in the consolidated financial statements. The adoption of
ASC 606 results in the delayed recognition of unrealized incentive fee income in the consolidated financial statements until it becomes
realized at the end of the measurement period and all uncertainties are eliminated, which is typically quarterly.
The
Company adopted ASC 606 for incentive fee income using the modified retrospective approach with an effective date of March 1, 2018. The
cumulative effect of the adoption resulted in the reversal of $0.07 million of unrealized incentive fee income and is presented as a
reduction to the opening balances of components of equity as of March 1, 2018.
In
conjunction with the third refinancing and issuance of the Saratoga CLO’s 2013-1 Reset CLO Notes (the “2013-1 Reset CLO
Notes”) on December 14, 2018, the Company is no longer entitled to receive an incentive management fee from Saratoga CLO.
See Note 4 for additional information. Prior to the refinancing, the Company received $0.6 million in incentive fees from the Saratoga
CLO and is reported as incentive fee income on the Company’s consolidated statement of operations for the year ended February 28,
2019.
For
the year ended February 28, 2019, the impact on the consolidated statement of operations without the adoption of ASC 606 is shown in
the table below:
Consolidated
Statements of Operations
For the Year Ended February 28, 2019
As Reported
Adjustments
Without
Adoption of
ASC 606
Incentive fee income
$ 633,232
$ (65,300 )
$ 567,932
Total investment income
47,707,963
(65,300 )
47,642,663
NET INVESTMENT INCOME
18,302,209
(65,300 )
18,236,909
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
18,509,370
(65,300 )
18,444,070
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE
$ 2.63
$ (0.01 )
$ 2.62
F- 21
Payment-in-Kind
Interest
The
Company holds debt and preferred equity investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision.
The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity,
is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company stops accruing PIK interest
if it is expected that the issuer will not be able to pay all principal and interest when due.
Structuring
and Advisory Fee Income
Structuring
and advisory fee income represents various fee income earned and received performing certain investment structuring and advisory activities
during the closing of new investments.
Other
Income
Other
income includes dividends received, prepayment income fees, and origination, monitoring, administration and amendment fees and is recorded
in the consolidated statements of operations when earned.
Deferred
Debt Financing Costs
Financing
costs incurred in connection with our credit facility and notes are deferred and amortized using the straight-line method over the life
of the respective facility and debt securities. Financing costs incurred in connection with our SBA debentures are deferred and amortized
using the straight-line method over the life of the debentures.
The
Company presents deferred debt financing costs on the balance sheet as a contra-liability as a direct deduction from the carrying amount
of that debt liability, consistent with debt discounts.
Contingencies
In
the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future
events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management
feels that the likelihood of such an event is remote. Therefore, the Company has not accrued any liabilities in connection with such
indemnifications.
In
the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to
bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain
financial instruments owned by the Company.
Income
Taxes
The
Company has elected to be treated for tax purposes as a RIC under the Code and, among other things, intends to make the requisite distributions
to its stockholders which will relieve the Company from federal income taxes. Therefore, no provision has been recorded for federal income
taxes, except as related to the Taxable Blockers and long-term capital gains, when applicable.
In
order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least
90.0% of its investment company taxable income, as defined by the Code, for each fiscal tax year. The Company will be subject
to a nondeductible U.S. federal excise tax of 4.0% on undistributed income if it does not distribute at least 98.0% of its ordinary
income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31.
Depending
on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year
dividend distributions into the next tax year and pay a 4.0% excise tax on such income, as required. To the extent that the Company determines
that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for excise tax
purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the year ended
February 28, 2021, the excise tax accrual on estimated excess table income was $0.7 million.
F- 22
In
accordance with certain applicable U.S. Treasury regulations and private letter rulings issued by the Internal Revenue Service (“IRS”),
a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive
his or her entire distribution in either cash or stock of the RIC subject to a limitation on the aggregate amount of cash to be distributed
to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution. If too many stockholders elect to
receive cash, each stockholder electing to receive cash will receive a pro rata amount of cash (with the balance of the distribution
paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20.0% of his or her entire distribution
in cash. If these and certain other requirements are met, for U.S federal income tax purposes, the amount of the dividend paid in stock
will be equal to the amount of cash that could have been received instead of stock.
The
Company may utilize wholly-owned holding companies taxed under Subchapter C of the Code or tax blockers, when making equity investments
in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC. Taxable Blockers are consolidated
in the Company’s U.S. GAAP financial statements and may result in current and deferred federal and state income tax expense with
respect to income derived from those investments. Such income, net of applicable income taxes, is not included in the Company’s
tax-basis net investment income until distributed by the Taxable Blocker, which may result in timing and character differences between
the Company’s U.S. GAAP and tax-basis net investment income and realized gains and losses. Income tax expense or benefit from Taxable
Blockers related to net investment income are included in total operating expenses, while any expense or benefit related to federal or
state income tax originated for capital gains and losses are included together with the applicable net realized or unrealized gain or
loss line item. Deferred tax assets of the Taxable Blockers are reduced by a valuation allowance when, in the opinion of management,
it is more-likely than-not that some portion or all of the deferred tax assets will not be realized.
FASB
ASC Topic 740, Income Taxes , (“ASC 740”), provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to
be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would
be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized
tax benefits as income tax expense on the consolidated statements of operations. During the fiscal year ended February 28, 2021 the Company
did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2018,
2019 and 2020 federal tax years for the Company remain subject to examination by the IRS. At February 28, 2021, and February 29, 2020,
there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that the total
amounts of unrecognized tax benefits will change significantly in the next 12 months.
Dividends
Dividends
to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors.
Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain such capital gains
for reinvestment.
We
have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividend distributions on behalf
of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a
cash dividend, then our stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash
dividends automatically reinvested into additional shares of our common stock, rather than receiving the cash dividends. We have the
option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases
of common stock by the DRIP plan administrator.
Capital
Gains Incentive Fee
The
Company records an expense accrual on the consolidated statements of operations, relating to the capital gains incentive fee payable
on the consolidated statements of assets and liabilities, by the Company to the Manager when the net realized and unrealized gain on
its investments exceed all net realized and unrealized capital losses on its investments given the fact that a capital gains incentive
fee would be owed to the Manager if the Company were to liquidate its investment portfolio at such time.
The
actual incentive fee payable to the Company’s Manager related to capital gains will be determined and payable in arrears at the
end of each fiscal year and only reflected those realized capital gains net of realized and unrealized losses for the period.
F- 23
New
Accounting Pronouncements
In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04 provide
optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference
rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management does not
believe this optional guidance has a material impact on the Company’s consolidated financial statements and disclosures.
SEC
Rule 12b-2 Update
In
March 2020, the SEC adopted a final rule under SEC Release No. 34-88365 (the “Final Rule”), amending the accelerated filer
and large accelerated filer definitions in Exchange Act Rule 12b-2. The amendments include a provision under which a BDC will be excluded
from the “accelerated filer” and “large accelerated filer” definitions if the BDC has (1) a public float of $75
million or more, but less than $700 million, and (2) has annual investment income of less than $100 million. In addition, BDCs are subject
to the same transition provisions for accelerated filer and large accelerated filer status as other issuers, but instead substituting
investment income for revenue. The amendments will reduce the number of issuers required to comply with the auditor attestation on the
internal control over financial reporting requirement provided under Section 404(b) of the Sarbanes-Oxley Act of 2002. The Final Rule
applies to annual report filings due on or after April 27, 2020. The Company has assessed the Final Rule, and concluded that effective
February 28, 2021, it is no longer an accelerated filer. As a result, the Company has filed this Annual Report on Form 10-K for the
fiscal year ending February 28, 2021 as a non-accelerated filer.
SEC
Disclosure Update and Simplification
In
March 2019, the U.S. Securities Exchange Commission (the “SEC”) adopted the final rule under SEC Release No. 33-10618, Fast
Act Modernization and Simplification of Regulation S-K , amending certain disclosure requirements. The amendments are intended to
simplify certain disclosure requirements and to provide for a consistent set of rules to govern incorporating information by reference
and hyperlinking, improve readability and navigability of disclosure documents, and discourage repetition and disclosure of immaterial
information. The Company has adopted the final rule, as applicable under SEC Release No. 33-10618 and determined the effect
of the adoption of the simplification rules on financial statements will be limited to the modification and removal of certain disclosures.
Risk
Management
In
the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the
risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements
and volatility in investment prices.
Credit
risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. The Company
is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in reserve accounts, at a
major financial institution and credit risk related to any of its derivative counterparties.
The
Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments
are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders
of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer.
F- 24
Note
3. Investments
As
noted above, the Company values all investments in accordance with ASC 820. As defined in ASC 820, fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants at the
measurement date.
ASC
820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used
in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment
and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can
be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment
used in measuring fair value.
Based
on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements
according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values.
Investments carried at fair value are classified and disclosed in one of the following three categories:
● Level
1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability
to access.
● Level
2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as
of the reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active,
or other inputs that are observable or can be corroborated by observable market data for substantially the full character of the
financial instrument, or inputs that are derived principally from, or corroborated by, observable market information. Investments
which are generally included in this category include illiquid debt securities and less liquid, privately held or restricted equity
securities, for which some level of recent trading activity has been observed.
● Level
3—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity
for the investment. The inputs may be based on the Company’s own assumptions about how market participants would price the
asset or liability or may use Level 2 inputs, as adjusted, to reflect specific investment attributes relative to a broader market
assumption. Even if observable market data for comparable performance or valuation measures (earnings multiples, discount rates,
other financial/valuation ratios, etc.) are available, such investments are grouped as Level 3 if any significant data point that
is not also market observable (private company earnings, cash flows, etc.) is used in the valuation technique. We use multiple
techniques for determining fair value based on the nature of the investment and experience with those types of investments and
specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques
often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise
value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best estimate.
The types of inputs and assumptions that may be considered in determining the range of values of our investments include the nature
and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and
volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison
to publicly traded companies, discounted cash flows and other relevant factors.
In
addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board
of directors that is consistent with ASC 820 and the 1940 Act (see Note 2). Consistent with our valuation policy, we evaluate the source
of inputs, including any markets in which our investments are trading, in determining fair value.
The following table presents fair value measurements of investments,
by major class, as of February 28, 2021 (dollars in thousands), according to the fair value hierarchy:
Fair
Value Measurements
Level 1
Level 2
Level 3
Total
First lien term loans
$ -
$ -
$ 440,456
$ 440,456
Second lien term loans
-
-
24,930
24,930
Unsecured term loans
-
-
2,141
2,141
Structured finance securities
-
-
49,779
49,779
Equity interests
-
-
37,007
37,007
Total
$ -
$ -
$ 554,313
$ 554,313
F- 25
The following table presents fair value measurements of investments,
by major class, as of February 29, 2020 (dollars in thousands), according to the fair value hierarchy:
Fair
Value Measurements
Level 1
Level 2
Level 3
Total
First lien term loans
$ -
$ -
$ 346,233
$ 346,233
Second lien terms loans
-
-
73,570
73,570
Unsecured term loans
-
-
4,346
4,346
Structured finance securities
-
-
32,470
32,470
Equity interests
-
-
29,013
29,013
Total
$ -
$ -
$ 485,632
$ 485,632
The following table provides a reconciliation of the beginning and ending balances for investments that
use Level 3 inputs for the year ended February 28, 2021 (dollars in thousands):
First lien term loans
Second lien term loans
Unsecured term loans
Structured finance securities
Equity interests
Total
Balance as of February 29, 2020
$ 346,233
$ 73,570
$ 4,346
$ 32,470
$ 29,013
$ 485,632
Payment-in-kind and other adjustments to cost
828
1,993
-
(3,674 )
(120 )
(973 )
Net accretion of discount on investments
1,147
243
-
-
-
1,390
Net change in unrealized appreciation (depreciation) on investments
(4,267 )
(3,053 )
295
(892 )
12,883
4,966
Purchases
142,970
-
22,500
31,875
4,916
202,261
Sales and repayments
(46,477 )
(47,823 )
(25,000 )
(10,000 )
(959 )
(130,259 )
Net realized gain (loss) from investments
22
-
-
-
(8,726 )
(8,704 )
Balance as of February 28, 2021
$ 440,456
$ 24,930
$ 2,141
$ 49,779
$ 37,007
$ 554,313
Net change in unrealized appreciation (depreciation) for the year relating to those Level 3 assets that were still held by the Company at the end of the year
$ (3,866 )
$ (2,832 )
$ -
$ (979 )
$ 5,137
$ (2,540 )
Purchases
and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization
of income from discount/premium on debt securities, and PIK interests.
Sales
and repayments represent net proceeds received from investments sold, and principal paydowns received, during the year.
Transfers
and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no restructures in or out of
Levels 1, 2, or 3 during the year ended February 28, 2021.
F- 26
The following table provides a reconciliation of the beginning and
ending balances for investments that use Level 3 inputs for the year ended February 29, 2020 (dollars in thousands):
First lien term loans
Second lien term loans
Unsecured term loans
Structured finance securities
Equity interests
Total
Balance as of February 28, 2019
$ 202,846
$ 125,786
$ 2,100
$ 35,328
$ 35,960
$ 402,020
Payment-in-kind and other adjustments to cost
673
2,874
45
4
(550 )
3,046
Net accretion of discount on investments
799
271
-
-
-
1,070
Net change in unrealized appreciation (depreciation) on investments
2,614
99
(299 )
(2,862 )
(323 )
(771 )
Purchases
197,059
-
2,500
-
5,084
204,643
Sales and repayments
(56,890 )
(55,460 )
-
-
(54,903 )
(167,253 )
Net realized gain (loss) from investments
(868 )
-
-
-
43,745
42,877
Balance as of February 29, 2020
$ 346,233
$ 73,570
$ 4,346
$ 32,470
$ 29,013
$ 485,632
Net change in unrealized appreciation (depreciation) for the year relating to those Level 3 assets that were still held by the Company at the end of the year
$ 1,546
$ 140
$ (299 )
$ (2,863 )
$ 4,069
$ 2,593
Sales
and repayments represent net proceeds received from investments sold, and principal paydowns received, during the year.
Transfers
and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no restructures in or out of
Levels 1, 2, or 3 during the year ended February 29, 2020.
The valuation techniques and significant unobservable
inputs used in recurring Level 3 fair value measurements of assets as of February 28, 2021 were as follows (dollars in thousands):
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted Average*
First lien term loans
$ 440,456
Market Comparables
Market Yield (%)
5.8% - 18.7%
9.7%
EBITDA Multiples (x)
6.8x
6.8x
Revenue Multiples (x)
4.1x - 8.0x
7.5x
Second lien term loans
24,930
Market Comparables
Market Yield (%)
10.0% - 24.5%
16.5%
EBITDA Multiples (x)
7.5x
7.5x
Unsecured term loans
2,141
Market Comparables
Market Yield (%)
31.1%
31.1%
EBITDA Multiples (x)
5.2x
5.2x
Structured finance securities
49,779
Discounted Cash Flow
Discount Rate (%)
10.0% - 15.0%
13.8%
Recovery Rate (%)
35.0% - 70.0%
70.0%
Prepayment Rate (%)
20.0%
20.0%
Equity interests
37,007
Enterprise Value Waterfall
EBITDA Multiples (x)
4.0x - 14.0x
9.7x
Revenue Multiples (x)
0.5x - 38.3x
4.6x
Total
$ 554,313
* The weighted average in the table above is calculated
based on each investment’s fair value weighting, using the applicable unobservable input, excluding the recovery rate for Structured
finance securities.
F- 27
The valuation techniques and significant unobservable inputs
used in recurring Level 3 fair value measurements of assets as of February 29, 2020 were as follows (dollars in thousands):
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted Average*
First lien term loans
$ 346,233
Market Comparables
Market Yield (%)
7.8% - 12.5%
9.7%
EBITDA Multiples (x)
0.0x
0.0x
Second lien term loans
73,570
Market Comparables
Market Yield (%)
9.5% - 85.1%
13.0%
EBITDA Multiples (x)
5.0x
5.0x
Unsecured term loans
4,346
Market Comparables
Market Yield (%)
18.3% - 21.3%
19.8%
EBITDA Multiples (x)
5.2x
5.2x
Structured finance securities
32,470
Discounted Cash Flow
Discount Rate (%)
9.25% - 16.00%
14.2%
Recovery Rate (%)
35.0% - 70.0%
70.0%
Prepayment Rate (%)
20.0%
20.0%
Equity interests
29,013
Enterprise Value Waterfall
EBITDA Multiples (x)
4.0x - 14.0x
6.5x
Total
$ 485,632
Revenue Multiples (x)
1.0x - 40.7x
7.3x
* The weighted average in the table above is calculated
based on each investment’s fair value weighting, using the applicable unobservable input, excluding the recovery rate for Structured
finance securities.
For
investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation,
would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the earnings before
interest, tax, depreciation and amortization (“EBITDA”) or revenue valuation multiples, in isolation, would result in a significantly
higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease)
in the discount rate, and prepayment rate, in isolation, would result in a significantly lower (higher) fair value measurement while
a significant increase (decrease) in recovery rate, in isolation, would result in a significantly higher (lower) fair value measurement.
For investments utilizing a market quote in deriving a value, a significant increase (decrease) in the market quote, in isolation, would
result in a significantly higher (lower) fair value measurement.
The composition of our investments as of February 28, 2021 at
amortized cost and fair value was as follows (dollars in thousands):
Investments
at Amortized Cost
Amortized Cost Percentage of Total Portfolio
Investments
at Fair Value
Fair
Value Percentage of Total Portfolio
First lien term loans
$ 441,590
80.3 %
$ 440,456
79.5 %
Second lien term loans
29,891
5.4
24,930
4.4
Unsecured term loans
2,261
0.4
2,141
0.4
Structured finance securities
51,722
9.4
49,779
9.0
Equity interests
24,550
4.5
37,007
6.7
Total
$ 550,014
100.0 %
$ 554,313
100.0 %
F- 28
The composition of our investments as of February 29, 2020 at
amortized cost and fair value was as follows (dollars in thousands):
Investments
at Amortized Cost
Amortized
Cost Percentage of Total Portfolio
Investments
at Fair Value
Fair
Value Percentage of Total Portfolio
First lien term loans
$ 343,100
70.5 %
$ 346,233
71.3 %
Second lien term loans
75,478
15.5
73,570
15.1
Unsecured term loans
4,761
1.0
4,346
0.9
Structured finance securities
33,521
6.9
32,470
6.7
Equity interests
29,439
6.1
29,013
6.0
Total
$ 486,299
100.0 %
$ 485,632
100.0 %
For
loans and debt securities for which market quotations are not available, we determine their fair value based on third party indicative
broker quotes, where available, or the inputs that a hypothetical market participant would use to value the security in a current hypothetical
sale using a market comparables valuation technique. In applying the market comparables valuation technique, we determine the fair value
based on such factors as market participant inputs including synthetic credit ratings, estimated remaining life, current market yield
and interest rate spreads of similar securities as of the measurement date. If, in our judgment, the market comparables technique is
not sufficient or appropriate, we may use additional techniques such as an asset liquidation or expected recovery model.
For
equity securities of portfolio companies and partnership interests, we determine the fair value using an enterprise value waterfall valuation
technique. Under the enterprise value waterfall valuation technique, we determine the enterprise fair value of the portfolio company
and then waterfall the enterprise value over the portfolio company’s securities in order of their preference relative to one another.
To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation techniques and factors
based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The techniques for performing
investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable
companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering
offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent
investments in the equity securities of the portfolio company. For non-performing investments, we may estimate the liquidation or collateral
value of the portfolio company’s assets and liabilities. We also take into account historical and anticipated financial results.
Our
investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flow valuation technique that utilizes prepayment,
re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics of the
underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when
available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flows, or an appropriate
substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including projected
default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based
on available market data and projections provided by third parties as well as management estimates. In connection with the refinancing
of the Saratoga CLO liabilities, we ran Intex models based on inputs about the refinanced Saratoga CLO’s structure, including capital
structure, cost of liabilities and reinvestment period. We use the output from the Intex models (i.e., the estimated cash flows) to perform
a discounted cash flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO at February
28, 2021. The inputs at February 28, 2021 for the valuation model include:
● Default
rate: 2.0%
● Recovery
rate: 35-70%
● Discount
rate: 15.0%
● Prepayment
rate: 20.0%
● Reinvestment
rate / price: L+365bps / $99.00
F- 29
Investment
Concentration
Set
forth is a brief description of each portfolio company in which the fair value of our investment represents greater than 5% of our total
assets as of February 28, 2021.
CLEO
Communications Holding, LLC
CLEO
Communications Holding, LLC (“Cleo”) is a provider of technology enabled data communication and integration platform for
daily business transactions. Cleo’s platform allows for the automation of business-to-business transaction information for customers
operating in the retail, manufacturing, logistics and the healthcare verticals. The platform also allows for internal application-to-application
communication, allowing customers’ core enterprise software applications to easily share and transfer data.
Destiny
Solutions Inc.
Destiny
Solutions provides a SaaS-based student lifecycle management (“SLM”) software solution used by higher education institutions
to manage their continuing education (“CE”) and non-degree educational programs for “non-traditional” students
who fall outside of the “traditional” student profile. Traditional students are full-time students working toward an undergraduate,
graduate, or doctorate degree. Destiny’s software acts as the ERP, CRM, e-commerce platform, and student information management
system for non-traditional student programs.
Saratoga
Investment Corp. CLO 2013-1, Ltd.
The
Company has a collateral management agreement with Saratoga CLO, pursuant to which the Company acts as its collateral manager. The Saratoga
CLO invests primarily in senior secured first lien term loans. The Company also holds an investment in the subordinated note and Class
F-R-3.
F- 30
Note
4. Investment in Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”)
On
January 22, 2008, the Company entered into a collateral management agreement with Saratoga CLO, pursuant to which the Company acts as
its collateral manager. The Saratoga CLO was initially refinanced in October 2013 with its reinvestment period extended to October 2016.
On November 15, 2016, the Company completed a second refinancing of the Saratoga CLO with its reinvestment period extended to October
2018.
On
August 7, 2018, the Company entered into an unsecured loan agreement (“CLO 2013-1 Warehouse Loan”) with Saratoga Investment
Corp. CLO 2013-1 Warehouse, Ltd. (“CLO 2013-1 Warehouse”), a wholly-owned subsidiary of Saratoga CLO, pursuant to which CLO
2013-1 Warehouse may borrow from time to time up to $20 million from the Company in order to provide capital necessary to support warehouse
activities. The CLO 2013-1 Warehouse Loan, which expired on February 7, 2020, bears interest at an annual rate of 3M USD LIBOR + 7.5%.
Interest accrued on the investment in the CLO 2013-1 Warehouse Loan is included in interest income on the Company’s consolidated
statement of operations. During the year ended February 28, 2019, the maximum amount invested by the Company in the CLO 2013-1 Warehouse
Loan amounted to $20.0 million and at February 29, 2020, the Company no longer held an investment in the CLO 2013-1 Warehouse Loan.
On
December 14, 2018, the Company completed a third refinancing and upsize of the Saratoga CLO (the “2013-1 Reset CLO Notes”).
The third Saratoga CLO refinancing, among other things, extended its reinvestment period to January 2021, and extended its legal maturity
date to January 2030. A non-call period ending January 2020 was also added. Following this refinancing, the Saratoga CLO portfolio increased
from approximately $300.0 million in aggregate principal amount to approximately $500.0 million of predominantly senior secured first
lien term loans. In addition to refinancing its liabilities, the Company invested an additional $13.8 million in all of the newly issued
subordinated notes of the Saratoga CLO and also purchased $2.5 million in aggregate principal amount of the Class F-R-2 and $7.5 million
aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75% and 3M USD LIBOR plus 10.00%,
respectively. As part of this refinancing, the Company also redeemed our existing $4.5 million aggregate amount of the Class F notes
tranche at par and the $20.0 million CLO 2013-Warehouse loan was repaid.
On
February 11, 2020, the Company entered into an unsecured loan agreement with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd.,
(“CLO 2013-1 Warehouse 2”) a wholly-owned subsidiary Saratoga CLO, pursuant to which CLO 2013-1 Warehouse 2 may borrow from
time to time up to $20.0 million from the Company in order to provide capital necessary to support warehouse activities. On October 23,
2020, the CLO 2013-1 Warehouse 2 Loan was increased to $25.0 million availability, which was immediately fully drawn and, which expires
on August 20, 2021. The interest rate was also amended to be based on a pricing grid, starting at an annual rate of 3M USD LIBOR + 4.46%.
On
February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the
Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033. A non-call period ending February
2022 was also added. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $500 million in assets
to approximately $650 million. As part of this refinancing and upsizing, the Company invested an additional $14.0 million in
all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes
tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million
CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing
and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. As of February 28, 2021, there remained
an outstanding receivable of $2.6 million for such transaction costs which is presented as due from affiliate on the Company’s
consolidated statement of assets and liabilities.
The
Saratoga CLO remains 100.0% owned and managed by the Company. We receive a base management fee of 0.10% per annum and a subordinated
management fee of 0.40% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of
available proceeds. Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, we are no longer
entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive
an internal rate of return paid in cash equal to or greater than 12.0%.
For
the years ended February 28, 2021, February 29, 2020 and February 28, 2019, we accrued management fee income of $2.5 million, $2.5 million
and $1.7 million, respectively, and interest income of $3.5 million, $4.1 million and $2.9 million, respectively, from the Saratoga CLO.
F- 31
Prior
to the refinancing, incentive fee income of $0.6 million for the year ended February 28, 2019, was recognized related to the Saratoga
CLO, reflecting the 12.0% hurdle rate that has been achieved. The incentive fee income from the Saratoga CLO is reported as incentive
fee income on the Company’s consolidated statement of operations.
As
of February 28, 2021, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $31.4
million. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value
of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of February 28, 2021, the fair value of
its investment in the Class F-R-3 Notes was $18.3 million, As of February 28, 2021, Saratoga CLO had investments with a principal balance
of $603.7 million and a weighted average spread over LIBOR of 3.8% and had debt with a principal balance of $611.0 million with a weighted
average spread over LIBOR of 2.2%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on
its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company
as the holder of its subordinated notes. As of February 28, 2021, the present value of the projected future cash flows of the subordinated
notes was approximately $31.7 million, using a 15.0% discount rate. The Company’s total investment in the subordinate notes of
Saratoga CLO is $57.8 which consists of additional investments of $30 million in January 2008, $13.8 million in December 2018 and $14.0
million in February 2021; to date the Company has since received distributions of $67.5 million, management fees of $24.9 million and
incentive fees of $1.2 million. In conjunction with the third refinancing of the 2013-1 Reset CLO Notes on December 14, 2018, the Company
is no longer entitled to receive an incentive management fee from Saratoga CLO.
As
of February 29, 2020, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $22.6
million. As of February 29, 2020, the fair value of its investment in the Class F-R-2 Notes and G-R-2 Notes of Saratoga CLO was $2.5
million and $7.4 million, respectively. As of February 29, 2020, Saratoga CLO had investments with a principal balance of $528.4 million
and a weighted average spread over LIBOR of 4.0% and had debt with a principal balance of $475.1 million with a weighted average spread
over LIBOR of 2.2%. As of February 29, 2020, the present value of the projected future cash flows of the subordinated notes, was approximately
$22.9 million, using a 16.0% discount rate. For the fourth quarter ended February 28, 2021, the F-R-2 Notes and G-R-2 Notes were redeemed
in full.
The
separate audited financial statements of the Saratoga CLO as of February 28, 2021 and February 29, 2020, pursuant to Rule 3-09 of SEC
rules Regulation S-X, and for the years ended February 28, 2021, February 29, 2020 and February 28, 2019, are presented on page S-1.
Note
5. Income Taxes
The
Company intends to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to
U.S. federal income tax on the portion of taxable income and gains distributed to stockholders.
The
Company owns 100.0% of Saratoga CLO, an exempted company incorporated in the Cayman Islands. For financial reporting purposes, the Saratoga
CLO is not included as part of the consolidated financial statements. For federal income tax purposes, the Company has requested and
received approval from the IRS to treat the Saratoga CLO as a disregarded entity. As such, for U.S. federal income tax purposes and for
purposes of meeting the RIC qualification and diversification tests, the results of operations of the Saratoga CLO are included with
those of the Company to qualify as a RIC. The Company is required to meet certain income and asset diversification tests in addition
to timely distributing at least 90.0% of its investment company taxable income, as defined by the Code. Because U.S. federal income tax
regulations differ from U.S. GAAP, distributions as required in accordance with tax regulations may differ from net investment income
and realized gains recognized for financial reporting purposes. Differences between these distributions and U.S. GAAP financial results
may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial
statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary
income for U.S. federal income tax purposes. As of February 28, 2021 and February 29, 2020, the Company reclassified for book purposes
amounts arising from permanent book/tax differences primarily related to nondeductible U.S. federal excise and capital gains tax and
worthless securities losses (dollars in thousands):
February 28,
2021
February 29,
2020
Capital in excess of par value
$ (16,529 )
$ (1,843 )
Total distributable earnings (loss)
16,529
1,843
F- 32
For
U.S federal income tax purposes, distributions paid to shareholders are reported as ordinary income, return of capital, long term capital
gains or a combination thereof. The tax character of distributions paid for the years ended February 28, 2021, February 29, 2020 and
February 28, 2019 was as follows (dollars in thousands):
February 28,
2021
February 29,
2020
February 28,
2019
Ordinary income
$ 13,747
$ 15,292
$ 14,189
Capital gains
-
4,806
-
Total
$ 13,747
$ 20,098
$ 14,189
For
federal income tax purposes, as of February 28, 2021, the aggregate net unrealized appreciation for all securities was $12.2 million.
The aggregate cost of securities for federal income tax purposes was $1.1 billion.
For
federal income tax purposes, as of February 29, 2020, the aggregate net unrealized depreciation for all securities was $17.5 million.
The aggregate cost of securities for federal income tax purposes was $969.4 million.
As
of February 28, 2021 and February 29, 2020, the components of accumulated losses on a tax basis as detailed below differ from the amounts
reflected per the Company’s consolidated statements of assets and liabilities by temporary book/tax differences primarily arising
from the consolidation of the Saratoga CLO for U.S federal tax purposes, market discount and original issue discount income, interest
income accrual on defaulted bonds, write-off of investments, and amortization of organizational expenditures and partnership interests
(dollars in thousands).
February 28,
2021
February 29,
2020
Post October loss deferred
$ -
$ -
Accumulated capital losses
(19,461 )
-
Other temporary differences
729
174
Undistributed Long Term Gain
-
18,549
Undistributed ordinary income
7,903
-
Unrealized appreciation (depreciation)
12,176
(14,887 )
Total components of accumulated losses
$ 1,347
$ 3,836
At
February 28, 2021, the Company had a short-term capital loss of $0.4 million and a long-term capital loss of $19.1 million, available
to offset future capital gains. Post RIC-modernization act losses are deemed to arise on the first day of the fund’s following
fiscal year and there is no expiration for these losses.
Depending
on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year
dividend distributions into the next tax year and pay a 4.0% excise tax on such income, as required. To the extent that the Company determines
that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for excise tax
purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the calendar year
ended December 31, 2020, the Company did not distribute at least 98% of its ordinary income and 98.2% of its capital gains and accrued
$0.7 million in federal excise taxes on undistributed taxable income for the year ended February 28, 2021.
As
of February 29, 2020, the Company had net capital gains of $21.9 million. The Company utilized $10.7 million of short-term capital loss
carryovers and $4.3 million of long-term capital loss carryovers during the fiscal year ended February 29,2020. These prior years losses
were deemed to arise on the first day of the Company’s fiscal year. As of February 29, 2020, the Company has no remaining capital
loss carryovers.
Management
has analyzed the Company’s tax positions taken on federal income tax returns for all open years (fiscal years 2018- 2021) and has
concluded that no provision for uncertain income tax positions is required in the Company’s consolidated financial statements.
On
December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was enacted, and
the provisions with the Modernization were are effective for the Company for the year ended February 29, 2012. The Modernization Act
was the first major piece of legislation affecting RICs since 1986 and it modernized several of the U.S. federal income and U.S. federal
excise tax provisions related to RICs. Some highlights of the enacted provisions are as follows:
F- 33
New
capital losses may now be carried forward indefinitely and retain the character of the original loss. Under pre-enactment law, capital
losses could be carried forward for eight years, and carried forward as short-term capital, irrespective of the character of the original
loss.
The
Modernization Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent”
failures of the asset diversification and/or qualifying income tests. Additionally, the Modernization Act exempts RICs from the preferential
dividend rule and repealed the 60-day designation requirement for certain types of pay-through income and gains.
Finally,
the Modernization Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during
the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required
to file amended Forms 1099 to restate previously reported distributions.
SIA-Avionte,
Inc., SIA-GH Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc., and SIA-VR, Inc., each 100% owned by the
Company, are each filing standalone C Corporation tax returns for federal and state purposes. As separately regarded entities for tax
purposes, these entities are taxed at normal corporate rates. For tax purposes, any distributions by the entities to the parent company
would generally need to be distributed to the Company’s shareholders. Generally, such distributions of the entities’ income
to the Company’s shareholders will be considered as qualified dividends for tax purposes. The entities’ taxable net income
will differ from U.S. GAAP net income because of deferred tax temporary differences arising from net operating losses and unrealized
appreciation and deprecation of securities held. Deferred tax assets and liabilities are measured using enacted corporate federal and
state tax rates expected to apply to taxable income in the years in which those net operating losses are utilized and the unrealized
gains and losses are realized. Deferred tax assets and deferred tax liabilities are netted off by entity, as allowed. The recoverability
of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion
of the deferred tax asset will not be realized on the basis of a history of operating losses combined with insufficient projected taxable
income or other taxable events in the taxable blockers.
The
Company’s Easy Ice investment was sold during the year ended February 29, 2020. As part of the transaction, the actual legal entity,
SIA-Easy Ice, LLC (“Tax Blocker”) that owned the preferred equity was sold. This Tax Blocker was a wholly-owned subsidiary
of the Company. For purposes of tax accounting, the Company had an $8.0 million tax basis in the Tax Blocker.
The
Company may distribute a portion of its realized net long term capital gains in excess of realized net short term capital losses to its
stockholders, but may also decide to retain a portion, or all, of its net capital gains and elect to pay the 21% U.S. federal tax on
the net capital gain, potentially in the form of a “deemed distribution” to its stockholders. Income tax (provision)
relating to an election to retain its net capital gains, including in the form of a deemed distribution, is included as a component of
income tax (provision) benefit from realized gains on investments, depending on the character of the underlying taxable income (ordinary
or capital gains), on the consolidated statements of operations. During the year ended February 28, 2021, the Company paid federal
tax of $3.9 million on the undistributed net capital gains it elected to retain for the tax year ended February 29, 2020.
Deferred
tax assets and liabilities, and related valuation allowances, as of February 28, 2021, February 29, 2020 and February 28, 2019,
were as follows:
February 28,
2021
February 29,
2020
February 28,
2019
Total deferred tax assets
$ 2,108,556
$ 1,744,879
$ 2,533,426
Total deferred tax liabilities
(1,987,120 )
(1,412,486 )
(1,766,835 )
Valuation allowance on net deferred tax assets
(2,044,100 )
(1,679,756 )
(1,506,307 )
Net deferred
tax liability
$ (1,922,664 )
$ (1,347,363 )
$ (739,716 )
As
of February 28, 2021, the valuation allowance on deferred tax assets was $2.0 million, which represents the federal and state tax effect
of net operating losses and unrealized losses that we do not believe we will realize through future taxable income. Any adjustments to
the Company’s valuation allowance will depend on estimates of future taxable income and will be made in the period such determination
is made.
F- 34
Net
deferred tax (benefit) expense for the year ended February 28, 2021 includes $0.6 million net change in unrealized appreciation (depreciation)
on investments and $0.0 million net change in total operating expense, in the consolidated statement of operations, respectively.
Net
deferred tax (benefit) expense for the year ended February 29, 2020 includes $(0.4) million net change in unrealized appreciation (depreciation)
on investments and $1.0 million net change in total operating expense, in the consolidated statement of operations, respectively.
Net
deferred tax (benefit) expense for the year ended February 28, 2019 includes $1.8 million change in unrealized appreciation (depreciation)
on investments and $(1.1) million net change in total operating expense, in the consolidated statement of operations, respectively.
Deferred
tax temporary differences may include differences for state taxes and joint venture interests.
Federal and state income tax provisions
(benefits) on investments are as follows:
February 28,
2021
February 29,
2020
February 28,
2019
Current
Federal
$
-
$
-
$
-
State
-
-
-
Net current expense
-
-
-
Deferred
Federal
461,503
480,415
686,445
State
113,798
127,232
53,271
Net deferred expense
575,301
607,647
739,716
Net tax provision
$ 575,301
$ 607,647
$ 739,716
The
Company has federal net operating loss carryforwards of $0.1 million which will expire starting in 2038, with the remaining net operating
loss carryforwards of $2.5 million having an indefinite life. In addition, the Company has state net operating loss carryforwards of
$1.1 million, which begin to expire in fiscal year 2029.
Income
tax expense was computed by applying the U.S. federal statutory rate of 21% combined with the weighted average state tax rate applicable
to each taxable blocker based on the states they operate in.
Note
6. Agreements and Related Party Transactions
Investment
Advisory and Management Agreement
On
July 30, 2010, the Company entered into the Management Agreement with our Manager. The initial term of the Management Agreement was two
years, with automatic, one-year renewals at the end of each year, subject to certain approvals by our board of directors and/or the Company’s
stockholders. On July 7, 2020, our board of directors approved the renewal of the Management Agreement for an additional one-year term.
Pursuant to the Management Agreement, our Manager implements our business strategy on a day-to-day basis and performs certain services
for us, subject to oversight by our board of directors. Our Manager is responsible for, among other duties, determining investment criteria,
sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the
Management Agreement, we have agreed to pay our Manager a management fee for investment advisory and management services consisting of
a base management fee and an incentive management fee.
Base
Management Fee and Incentive Management Fee
The
base management fee of 1.75% per year is calculated based on the average value of our gross assets (other than cash or cash equivalents,
but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters. The base management
fee is paid quarterly following the filing of the most recent 10-Q.
F- 35
The
incentive management fee consists of the following two parts:
The
first, payable quarterly in arrears, equals 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the
value of our net assets at the end of the immediately preceding quarter, that exceeds a 1.875% quarterly hurdle rate measured as of the
end of each fiscal quarter, subject to a “catch-up” provision. Under this provision, in any fiscal quarter, our Manager receives
no incentive fee unless our pre-incentive fee net investment income exceeds the hurdle rate of 1.875%. Our Manager will receive 100.0%
of pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.344% in any fiscal quarter;
and 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.344% in any fiscal quarter. There is no
accumulation of amounts on the hurdle rate from quarter to quarter, and accordingly there is no claw back of amounts previously paid
if subsequent quarters are below the quarterly hurdle rate, and there is no delay of payment if prior quarters are below the quarterly
hurdle rate.
The
second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Management
Agreement) and equals 20.0% of our “incentive fee capital gains,” which equals our realized capital gains on a cumulative
basis from May 31, 2010 through the end of the fiscal year, if any, computed net of all realized capital losses and unrealized capital
depreciation on a cumulative basis on each investment in the Company’s portfolio, less the aggregate amount of any previously paid
capital gain incentive fee. Importantly, the capital gains portion of the incentive fee is based on realized gains and realized and unrealized
losses from May 31, 2010. Therefore, realized and unrealized losses incurred prior to such time will not be taken into account when calculating
the capital gains portion of the incentive fee, and our Manager will be entitled to 20.0% of incentive fee capital gains that arise after
May 31, 2010. In addition, for the purpose of the “incentive fee capital gains” calculations, the cost basis for computing
realized gains and losses on investments held by us as of May 31, 2010 will equal the fair value of such investments as of such date.
For
the years ended February 28, 2021, February 29, 2020 and February 28, 2019, the Company incurred $9.1 million, $8.1 million
and $6.9 million in base management fees, respectively. For the years ended February 28, 2021, February 29, 2020 and February
28, 2019, the Company incurred $5.4 million, $5.8 million and $4.6 million in incentive fees related to pre-incentive fee net
investment income. For the years ended February 28, 2021, February 29, 2020 and February 28, 2019, we accrued $0.0 million,
$8.4 million and $0.3 million, respectively, in incentive fees related to capital gains.
The
accrual is calculated using both realized and unrealized capital gains for the period. The actual incentive fee related to capital gains
will be determined and payable in arrears at the end of the fiscal year and will include only realized capital gains for the period.
As of February 28, 2021, the base management fees accrual was $2.4 million and the incentive fees accrual was $13.8 million and is included
in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 29,
2020, the base management fees accrual was $2.1 million and the incentive fees accrual was $13.7 million and is included in base management
and incentive fees payable in the accompanying consolidated statements of assets and liabilities.
Administration
Agreement
On
July 30, 2010, the Company entered into a separate administration agreement (the “Administration Agreement”) with our Manager,
pursuant to which our Manager, as our administrator, has agreed to furnish us with the facilities and administrative services necessary
to conduct our day-to-day operations and provide managerial assistance on our behalf to those portfolio companies to which we are required
to provide such assistance. The initial term of the Administration Agreement was two years, with automatic, one-year renewals at the
end of each year subject to certain approvals by our board of directors and/or our stockholders. The amount of expenses payable or reimbursable
thereunder by the Company was capped at $1.0 million for the initial two-year term of the Administration Agreement and subsequent renewals.
On July 8, 2015, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined
to increase the cap on the payment or reimbursement of expenses by the Company thereunder, which had not been increased since the inception
of the agreement, to $1.3 million. On July 7, 2016, our board of directors approved the renewal of the Administration Agreement for an
additional one-year term. On October 5, 2016, our board of directors determined to increase the cap on the payment or reimbursement of
expenses by the Company under the Administration Agreement, from $1.3 million to $1.5 million, effective November 1, 2016. On July 11,
2017, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase
the cap on the payment or reimbursement of expenses by the Company from $1.5 million to $1.75 million, effective August 1, 2017. On July
9, 2018, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to
increase the cap on the payment or reimbursement of expenses by the Company from $1.75 million to $2.0 million, effective August 1, 2018.
On July 9, 2019, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined
to increase the cap on the payment or reimbursement of expenses by the Company from $2.0 million to $2.225 million effective August 1,
2019. On July 7, 2020, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and
determined to increase the cap on the payment or reimbursement of expenses by the Company from $2.225 million to $2.775 million effective
August 1, 2020.
F- 36
For
the years ended February 28, 2021, February 29, 2020 and February 28, 2019, we recognized $2.5 million, $2.1 million and $1.9 million
in administrator expenses, respectively, pertaining to bookkeeping, recordkeeping and other administrative services provided to us in
addition to our allocable portion of rent and other overhead related expenses. As of February 28, 2021, $0.3 million of administrator
expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities. As of February
29, 2020, $0.5 million of administrator expenses were accrued and included in due to manager in the accompanying consolidated statements
of assets and liabilities.
Saratoga
CLO
On
August 7, 2018, the Company entered into an unsecured loan agreement with CLO 2013-1 Warehouse, a wholly-owned subsidiary of Saratoga
CLO, pursuant to which CLO 2013-1 Warehouse may borrow from time to time up to $20 million from the Company in order to provide capital
necessary to support warehouse activities. The CLO 2013-1 Warehouse Loan, which expired on February 7, 2020, bears interest at an annual
rate of 3M USD LIBOR + 7.5%.
On
December 14, 2018, the Company completed the third refinancing and issuance of the 2013-1 Reset CLO Notes. This refinancing, among other
things, extended the Saratoga CLO reinvestment period to January 2021, and extended its legal maturity to January 2030. A non-call period
ending January 2020 was also added. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $300 million
in assets to approximately $500 million. As part of this refinancing and upsizing, the Company invested an additional $13.8 million in
all of the newly issued subordinated notes of the Saratoga CLO, and purchased $2.5 million in aggregate principal amount of the Class
F-R-2 Notes tranche and $7.5 million in aggregate principal amount of the Class G-R-2 Notes tranche at par. Concurrently, the existing
$4.5 million of Class F notes and $20.0 million CLO 2013-1 Warehouse Loan were repaid. The Company also paid $2.0 million of transaction
costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. During
the year ended February 29, 2020, the Company received full payment of $1.7 million from the Saratoga CLO for such transaction costs.
During
the year ended February 28, 2019, the maximum amount invested by the Company in the CLO 2013-1 Warehouse Loan amounted to $20.0 million,
with interest income of $0.5 million recognized related to the CLO 2013-1 Warehouse Loan and is included in interest from investments
on the Company’s consolidated statement of operations for the year ended February 28, 2019.
On
February 11, 20dedu20, we entered into an unsecured loan agreement (“CLO 2013-1 Warehouse 2 Loan”) with Saratoga Investment
Corp. CLO 2013-1 Warehouse 2, Ltd (“CLO 2013-1 Warehouse 2”), a wholly-owned subsidiary of Saratoga Investment Corp. CLO
2013-1, Ltd. pursuant to which CLO 2013-1 Warehouse 2 may borrow from time to time up to $20.0 million from the Company in order to provide
capital necessary to support warehouse activities. On October 23, 2020, the CLO 2013-1 Warehouse 2 Loan was increased to $25.0 million
availability, which was immediately fully drawn and, which expires on August 20, 2021. The interest rate was also amended to be based
on a pricing grid, starting at an annual rate of 3M USD LIBOR + 4.46%.
On
February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the
Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033. A non-call period ending February
2022 was also added. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $500 million in assets
to approximately $650 million. As part of this refinancing and upsizing, the Company invested an additional $14.0 million in
all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes
tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million
CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing
and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. As of February 28, 2021, there remained
an outstanding receivable of $2.6 million for such transaction costs which is presented as due from affiliate on the Company’s
consolidated statement of assets and liabilities.
During
the year ended February 28, 2021, the maximum amount invested by the Company in the CLO 2013-1 Warehouse 2 Loan amounted
to $25.0 million, with interest income of $0.7 million recognized related to the CLO 2013-1 Warehouse 2 Loan and
is included in interest from investments on the Company’s consolidated statement of operations for the year ended February 28,
2021.
For
the years ended February 28, 2021, February 29, 2020 and February 28, 2019, we recognized $2.5 million, $2.5 million and $1.7 million
in management fee income, respectively, related to the Saratoga CLO.
F- 37
In
conjunction with the third refinancing and issuance of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is no longer entitled
to receive an incentive management fee from Saratoga CLO. See Note 4 for additional information. For the year ended February 28, 2019,
we recognized incentive fee income of $0.6 million related to the Saratoga CLO.
Due
from Other Affiliate
As
of February 28, 2021, there is an outstanding receivable from an affiliate of the Company totaling $0.1 million, relating to the reimbursement
of deal expenses originally paid by the Company.
Note
7. Borrowings
Credit
Facility
As
a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200.0%
after giving effect to such leverage, or, if we obtain the required approvals from our independent directors and/or stockholders, 150.0%.
The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed
borrowing. Our asset coverage ratio, as defined in the 1940 Act, was 347.1% as of February 28, 2021 and 607.1% as of February 29, 2020.
On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our non-interested
board of directors approved of our becoming subject to a minimum asset coverage ratio of 150.0% under Sections 18(a)(1) and 18(a)(2)
of the Investment Company Act, as amended. The 150.0% asset coverage ratio became effective on April 16, 2019.
On
April 11, 2007, we entered into a $100.0 million revolving securitized credit facility (the “Revolving Facility”). On May
1, 2007, we entered into a $25.7 million term securitized credit facility (the “Term Facility” and, together with the Revolving
Facility, the “Facilities”), which was fully drawn at closing. In December 2007, we consolidated the Facilities by using
a draw under the Revolving Facility to repay the Term Facility. In response to the market wide decline in financial asset prices, which
negatively affected the value of our portfolio, we terminated the revolving period of the Revolving Facility effective January 14, 2009
and commenced a two-year amortization period during which all principal proceeds from the collateral were used to repay outstanding borrowings.
A significant percentage of our total assets had been pledged under the Revolving Facility to secure our obligations thereunder. Under
the Revolving Facility, funds were borrowed from or through certain lenders and interest was payable monthly at the greater of the commercial
paper rate and our lender’s prime rate plus 4.00% plus a default rate of 2.00% or, if the commercial paper market was unavailable,
the greater of the prevailing LIBOR rates and our lender’s prime rate plus 6.00% plus a default rate of 3.00%.
On
July 30, 2010, we used the net proceeds from (i) the stock purchase transaction and (ii) a portion of the funds available to us under
the $45.0 million senior secured revolving credit facility with Madison Capital Funding LLC (the “Credit Facility”), in each
case, to pay the full amount of principal and accrued interest, including default interest, outstanding under the Revolving Facility.
As a result, the Revolving Facility was terminated in connection therewith. Substantially all of our total assets, other than those held
by SBIC LP, have been pledged under the Credit Facility to secure our obligations thereunder.
On
February 24, 2012, we amended the Credit Facility to, among other things:
● expand
the borrowing capacity under the Credit Facility from $40.0 million to $45.0 million;
● extend
the period during which we may make and repay borrowings under the Credit Facility from July
30, 2013 to February 24, 2015 (the “Revolving Period”). The Revolving Period
may, upon the occurrence of an event of default, by action of the lenders or automatically,
be terminated. All borrowings and other amounts payable under the Credit Facility are due
and payable five years after the end of the Revolving Period; and
● remove
the condition that we may not acquire additional loan assets without the prior written consent of Madison Capital Funding
LLC.
On
September 17, 2014, we entered into a second amendment to the Credit Facility to, among other things:
● extend
the commitment termination date from February 24, 2015 to September 17, 2017;
● extend
the maturity date of the Credit Facility from February 24, 2020 to September 17, 2022 (unless
terminated sooner upon certain events);
F- 38
● reduce
the applicable margin rate on base rate borrowings from 4.50% to 3.75%, and on LIBOR borrowings
from 5.50% to 4.75%; and
● reduce
the floor on base rate borrowings from 3.00% to 2.25%; and on LIBOR borrowings from 2.00% to 1.25%.
On
May 18, 2017, we entered into a third amendment to the Credit Facility to, among other things:
● extend
the commitment termination date from September 17, 2017 to September 17, 2020;
● extend
the final maturity date of the Credit Facility from September 17, 2022 to September 17, 2025
(unless terminated sooner upon certain events);
● reduce
the floor on base rate borrowings from 2.25% to 2.00%;
● reduce
the floor on LIBOR borrowings from 1.25% to 1.00%; and
● reduce
the commitment fee rate from 0.75% to 0.50% for any period during which the ratio of advances
outstanding to aggregate commitments, expressed as a percentage, is greater than or equal
to 50%.
On
April 24, 2020, we entered into a fourth amendment to the Credit Facility to, among other things:
● permit
certain amendments related to the Paycheck Protection Program (“Permitted PPP Amendment”)
to Loan Asset Documents;
● exclude
certain debt and interest amounts allowed by the Permitted PPP Amendments from certain calculations
related to Net Leverage Ratio, Interest Coverage Ratio and EBITDA; and
● exclude
such Permitted PPP Amendments from constituting a Material Modification.
On
September 14, 2020, we entered into a fifth amendment to the Credit Facility to, among other things:
● extend
the commitment termination date of the Credit Facility from September 17, 2020 to September
17, 2021, with no change to the maturity date of September 17, 2025.
● provide
for the transition away from the LIBOR Rate in the market, and
● expand
the definition of “Eligible Loan Asset” to allow investments with certain recurring
revenue features to qualify as Collateral and be included in the borrowing base.
In
addition to any fees or other amounts payable under the terms of the Credit Facility, an administrative agent fee per annum equal to
$0.1 million is payable in equal monthly installments in arrears.
As
of February 28, 2021 and February 29, 2020, there were no outstanding borrowings under the Credit Facility. During the applicable periods,
the Company was in compliance with all of the limitations and requirements of the Credit Facility. Financing costs of $3.3 million related
to the Credit Facility have been capitalized and are being amortized over the term of the facility. For the years ended February 28,
2021, February 29, 2020 and February 28, 2019, we recorded $0.5 million, $0.6 million and $0.7 million of interest expense, respectively,
which includes commitment and administrative agent fees.
For
the years ended February 28, 2021, February 29, 2020 and February 28, 2019, we recorded $0.1 million, $0.09 million and $0.1 million
of amortization of deferred financing costs related to the Credit Facility and Revolving Facility, respectively. Interest expense and
amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations.
For the fiscal year ended February 28, 2021, the average borrowings outstanding and the weighted average interest rate on outstanding
borrowings under the Credit Facility was approximately $1.8 million and 0.17%, respectively. For the fiscal year ended February 29, 2020,
the average borrowings outstanding and the weighted average interest rate on outstanding borrowings under the Credit Facility was approximately
$0.6 million and 6.66%, respectively. For the fiscal year ended February 28, 2019, the average borrowings outstanding and the weighted
average interest rate on outstanding borrowings under the Credit Facility was approximately $3.4 million and 7.10%, respectively.
F- 39
The
Credit Facility contains limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size,
weighted average life, currency denomination and collateral interests. The Credit Facility also includes certain requirements relating
to portfolio performance, the violation of which could result in the limit of further advances and, in some cases, result in an event
of default, allowing the lenders to accelerate repayment of amounts owed thereunder. The Credit Facility has an eight-year term, consisting
of a three-year period (the “Revolving Period”), under which the Company may make and repay borrowings, and a final maturity
five years from the end of the Revolving Period. Availability on the Credit Facility will be subject to a borrowing base calculation,
based on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of
loan asset) and the value of certain “eligible” loan assets included as part of the Borrowing Base. Funds may be borrowed
at the greater of the prevailing one-month LIBOR rate and 1.00%, plus an applicable margin of 4.75%. At the Company’s option, funds
may be borrowed based on an alternative base rate, which in no event will be less than 2.00%, and the applicable margin over such alternative
base rate is 3.75%. In addition, the Company will pay the lenders a commitment fee of 0.75% per year (or 0.50% if the ratio of advances
outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of the Credit Facility for the duration of
the Revolving Period.
Our
borrowing base under the Credit Facility was $38.9 million, subject to the Credit Facility cap of $45.0 million at February 28, 2021.
For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent Annual Report on Form
10-K or Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). Accordingly, the February
28, 2021 borrowing base relies upon the valuations set forth in the Quarterly Report on Form 10-Q for the period ended November 30, 2020,
as filed with the SEC on January 6, 2021. The valuations presented in this Annual Report on Form 10-K will not be incorporated into the
borrowing base until after this Annual Report on Form 10-K is filed with the SEC.
SBA
Debentures
Our
wholly-owned SBIC subsidiaries 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 but not limited to an examination by the SBA.
On
August 14, 2019, the Company’s wholly-owned subsidiary, SBIC II LP, received an SBIC license from the SBA. The new license provides
up to $175.0 million in additional long-term capital in the form of SBA debentures. As a result of the 2016 omnibus spending
bill signed into law in December 2015, the maximum amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding
was increased from $225.0 million to $350.0 million. With this license approval, Saratoga will grow its SBA relationship from $150.0
million to $325.0 million of committed capital.
As
of February 28, 2021, we have funded SBIC LP and SBIC II LP with an aggregate total of equity capital of $75.0 million and $69.0 million,
respectively, and have $158.0 million in SBA-guaranteed debentures outstanding, of which $124.0 million is held in SBIC LP and $34.0
million held in SBIC II LP. SBA debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty.
The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year
U.S. Treasury Notes. SBA current regulations limit the amount that SBIC LP and SBIC II LP may borrow to a maximum of $150.0 million and
$175.0 million, respectively, which is up to twice its potential regulatory capital.
SBICs
are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans
to eligible small businesses and invest in the equity securities of small businesses. Under present SBA regulations, eligible small businesses
include businesses that have a tangible net worth not exceeding $19.5 million and have average annual fully taxed net income not exceeding
$6.5 million for the two most recent fiscal years. In addition, an SBIC must devote 25.0% of its investment activity to “smaller”
concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding $6.0 million and has average annual
fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size
standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors
as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest
in the equity securities of such businesses and provide them with consulting and advisory services.
SBIC
LP and SBIC II LP are subject to regulation and oversight by the SBA, including requirements with respect to maintaining certain minimum
financial ratios and other covenants. Receipt of an SBIC license does not assure that SBIC II LP will receive SBA-guaranteed debenture
funding, which is dependent upon SBIC II LP continuing to be in compliance with SBA regulations and policies. The SBA, as a creditor,
will have a superior claim to SBIC LP and SBIC II LP assets over our stockholders and debtholders in the event we liquidate SBIC LP and
SBIC II LP or the SBA exercises its remedies under the SBA-guaranteed debentures issued by SBIC LP and SBIC II LP upon an event of default.
F- 40
The
Company received exemptive relief from the SEC to permit it to exclude the debt of SBIC subsidiaries guaranteed by the SBA from the definition
of senior securities in the asset coverage test under the 1940 Act. This allows the Company increased flexibility under the asset coverage
test by permitting it to borrow up to $325.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, the non-interested
board of directors of the Company approved of the Company becoming subject to a minimum asset coverage ratio of 150.0% from 200% under
Sections 18(a)(1) and 18(a)(2) of the Investment Company Act, as amended. The 150.0% asset coverage ratio became effective on April 16,
2019.
At
February 28, 2021 and February 29, 2020, there was $158.0 million and $150.0 million outstanding of SBA debentures, respectively. The
carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing
adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy. Financing costs of $5.0
million and $1.5 million related to the SBA debentures issued by SBIC LP and SBIC II LP, respectively, have been capitalized and are
being amortized over the term of the commitment and drawdown. During the year ended February 28, 2021, the Company repaid $26.0 million
of SBA debentures, resulting in a realized loss on extinguishment of $0.1 million related to the acceleration of deferred debt financing
costs.
For
the years ended February 28, 2021, February 29, 2020 and February 28, 2019, we recorded $5.5 million, $4.8 million and $4.7 million of
interest expense related to the SBA debentures, respectively. For the years ended February 28, 2021, February 29, 2020 and February 28,
2019, we recorded $0.6 million, $0.5 million and $0.5 million of amortization of deferred financing costs related to the SBA debentures,
respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the
consolidated statements of operations. The weighted average interest rate during the years ended February 28, 2021, February 29, 2020
and February 28, 2019 on the outstanding borrowings of the SBA debentures was 3.25%, 3.23% and 3.20%, respectively. During the years
ended February 28, 2021 and February 29, 2020, the average dollar amount of SBA debentures outstanding was $169.3 million and $150.0
million, respectively.
In
December 2015, the 2016 omnibus spending bill approved by Congress and signed into law by the President increased the amount of SBA-guaranteed
debentures that affiliated SBIC funds can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. SBA regulations
previously limited the amount of SBA-guaranteed debentures that an SBIC may issue to $150.0 million when it has at least $75.0 million
in regulatory capital but this has increased to $175.0 million for new licenses when it has at least $87.5 million in regulatory capital.
Affiliated SBICs are permitted to issue up to a combined maximum amount of $350.0 million in SBA-guaranteed debentures when they have
at least $175.0 million in combined regulatory capital.
Notes
On
May 10, 2013, the Company issued $42.0 million in aggregate principal amount of 7.50% fixed-rate notes due 2020 (the “2020 Notes”).
The 2020 Notes will mature on May 31, 2020, and since May 31, 2016, may be redeemed in whole or in part at any time or from time to time
at the Company’s option. Interest will be payable quarterly beginning August 15, 2013. On May 17, 2013, the Company closed an additional
$6.3 million in aggregate principal amount of the 2020 Notes, pursuant to the full exercise of the underwriters’ option to purchase
additional 2020 Notes. The 2020 Notes were redeemed in full on January 13, 2017.
On
May 29, 2015, the Company entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. through which the Company may
offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”)
offering. Prior to the 2020 Notes being redeemed in full, the Company had sold 539,725 bonds with a principal of $13.5 million at an
average price of $25.31 for aggregate net proceeds of $13.4 million (net of transaction costs).
On
December 21, 2016, the Company issued $74.5 million in aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023
Notes”) for net proceeds of $71.7 million after deducting underwriting commissions of approximately $2.3 million and offering costs
of approximately $0.5 million. The issuance included the exercise of substantially all of the underwriters’ option to purchase
an additional $9.8 million aggregate principal amount of 2023 Notes within 30 days. Interest on the 2023 Notes is paid quarterly in arrears
on March 15, June 15, September 15 and December 15, at a rate of 6.75% per year, beginning March 30, 2017. The 2023 Notes mature on December
30, 2023, and commencing December 21, 2019, may be redeemed in whole or in part at any time or from time to time at our option. The net
proceeds from the offering were used to repay all of the outstanding indebtedness under the 2020 Notes, which amounted to $61.8 million,
and for general corporate purposes in accordance with our investment objective and strategies. The remaining unamortized deferred debt
financing costs of $1.5 million (including underwriting commissions and net of issuance premiums), was recorded within loss on debt extinguishment
in the consolidated statements of operations in the fourth quarter of the fiscal year ended February 28, 2017, when the related 2020
Notes were extinguished.
F- 41
On
December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.5 million, respectively, in aggregate principal amount
of the $74.5 million in aggregate principal amount of issued and outstanding 2023 Notes. The 2023 Notes were listed on the NYSE under
the trading symbol “SAB” with a par value of $25.00 per share, and have been delisted following the redemption.
For
the year ended February 28, 2019, we recorded $5.0 million of interest expense and $0.4 million of amortization of deferred
financing cost related to the 2023 Notes. Interest expense and amortization of deferred financing cost are reported as interest and debt
financing expense on the consolidated statements of operations. During the years ended February 28, 2019 the average dollar amount
of 2023 Notes outstanding was $74.5 million.
On
August 28, 2018, the Company issued $40.0 million in aggregate principal amount of our 6.25% fixed-rate notes due 2025 (the “6.25%
2025 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering
costs incurred were approximately $0.3 million. The issuance included the full exercise of the underwriters’ option to purchase
an additional $5.0 million aggregate principal amount of 6.25% 2025 Notes within 30 days. Interest on the 6.25% 2025 Notes is paid quarterly
in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning November 30, 2018. The 6.25% 2025
Notes mature on August 31, 2025 and commencing August 31, 2021, may be redeemed in whole or in part at any time or from time to time
at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective
and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and are being amortized over the
term of the 6.25% 2025 Notes.
On
February 5, 2019, the Company completed a re-opening and up-sizing of its existing 6.25% 2025 Notes by issuing an additional $20.0 million
in aggregate principal amount for net proceeds of $19.2 million after deducting underwriting commissions of approximately $0.6 million
and discount of $0.2 million. Offering costs incurred were approximately $0.2 million. The issuance included the full exercise of the
underwriters’ option to purchase an additional $2.5 million aggregate principal amount of 6.25% 2025 Notes within 30 days. Interest
rate, interest payment dates and maturity remain unchanged from the existing 6.25% 2025 Notes issued in August 2018. The net proceeds
from this offering were used for general corporate purposes in accordance with our investment objective and strategies. The financing
costs and discount of $1.0 million related to the 6.25% 2025 Notes have been capitalized and are being amortized over the term of the
6.25% 2025 Notes.
As
of February 28, 2021, the total 6.25% 2025 Notes outstanding was $60.0 million. The 6.25% 2025 Notes are listed on the NYSE under the
trading symbol “SAF” with a par value of $25.00 per share. As of February 28, 2021, the carrying amount and fair value of
the 6.25% 2025 Notes was $60.0 million and $61.2 million, respectively. The fair value of the 6.25% 2025 Notes, which are publicly traded,
is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy.
As
discussed above, during the fourth quarter of 2020 fiscal year, the Company redeemed $74.45 million in aggregate principal amount of
issued outstanding 2023 Notes.
On
June 24, 2020, the Company issued $37.5 million in aggregate principal amount of our 7.25% fixed-rate notes due 2025 (the “7.25%
2025 Notes”) for net proceeds of $36.3 million after deducting underwriting commissions of approximately $1.2 million. Offering
costs incurred were approximately $0.3 million. On July 6, 2020, the underwriters exercised their option in full to purchase an additional
$5.625 million in aggregate principal amount of its 7.25% 2025 Notes. Net proceeds to the Company were $5.4 million after deducting underwriting
commissions of approximately $0.2 million. Interest on the 7.25% 2025 Notes is paid quarterly in arrears on February 28, May 31, August
31 and November 30, at a rate of 7.25% per year, beginning August 31, 2020. The 7.25% 2025 Notes mature on June 30, 2025 and commencing
June 24, 2022, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering
were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million
related to the 7.25% 2025 Notes have been capitalized and are being amortized over the term of the 7.25% 2025 Notes.
As
of February 28, 2021, the total 7.25% Notes 2025 outstanding was $43.1 million. The 7.25% 2025 Notes are listed on the NYSE under the
trading symbol “SAK” with a par value of $25.00 per share. As of February 28, 2021, the carrying amount and fair value of
the 7.25% 2025 Notes was $43.1 million and $45.7 million, respectively. The fair value of the 7.25% 2025 Notes, which are publicly traded,
is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy.
F- 42
For
the years ended February 28, 2021 and February 29, 2020, we recorded $2.2 million and $0.0 million, respectively, of interest expense
and $0.2 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 7.25% 2025 Notes. Interest
expense and amortization of deferred financing cost are reported as interest and debt financing expense on the consolidated statements
of operations. For the year ended February 28, 2021 and February 29, 2020, the average dollar amount of 7.25% 2025 Notes outstanding
was $43.1 million and $0.0 million, respectively.
On
July 9, 2020, the Company issued $5.0 million aggregate principal amount of our 7.75% fixed-rate notes due in 2025 (the “7.75%
Notes 2025”) for net proceeds of $4.8 million after deducting underwriting commissions of approximately $0.2 million. Offering
costs incurred were approximately $0.1 million. Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31,
August 31 and November 30, at a rate of 7.75% per year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may
be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general
corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes
2025 have been capitalized and are being amortized over the term of the Notes.
As
of February 28, 2021, the total 7.75% Notes 2025 outstanding was $5.0 million. The 7.75% Notes 2025 are not listed and have a par value
of $25.00 per share. The carrying amount of the amount outstanding of 7.75% 2025 Notes approximates its fair value, which is based on
a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy.
For
the years ended February 28, 2021 and February 29, 2020, we recorded $0.3 million and $0.0 million, respectively, of interest expense
and $0.04 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 7.75% 2025 Notes. Interest
expense and amortization of deferred financing cost are reported as interest and debt financing expense on the consolidated statements
of operations. For the year ended February 28, 2021 and February 29, 2020, the average dollar amount of 7.75% 2025 Notes outstanding
was $5.0 million and $0.0 million, respectively.
On
December 29, 2020, the Company issued $5.0 million aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25%
Notes 2027”). Offering costs incurred were approximately $0.1 million. Interest on the 6.25% Notes 2027 is paid
quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February
28, 2021. The 6.25% Notes 2027 mature on December 29, 2027 and may be redeemed in whole or in part at any time or from time to time at
our option, on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance
with our investment objective and strategies. Financing costs of $0.1 million related to the 6.25% Notes 2027 have been capitalized
and are being amortized over the term of the Notes.
On
January 28, 2021, the Company issued $10.0 million aggregate principal amount of our 6.25% fixed rate Notes due in 2027 (the
“6.25% Notes 2027”) for net proceeds of $9.7 million after deducting underwriting commissions of approximately
$0.3 million. Offering costs incurred were approximately $0.0 million. Interest on the 6.25% Notes 2027 is paid quarterly in
arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The
6.25% Notes 2027 mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time
or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance
with our investment objective and strategies. Financing costs of $0.3 million related to the 6.25% Notes 2027 have been
capitalized and are being amortized over the term of the Notes.
As
of February 28, 2021, the total 6.25% Notes 2027 outstanding was $15.0 million. The 6.25% 2027 Notes are not listed and have a par value
of $25.00 per share. The carrying amount of the amount outstanding of 6.25% 2027 Notes approximates its fair value, which is based on
a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy.
For
the years ended February 28, 2021 and February 29, 2020, we recorded $0.1 million and $0.0 million, respectively, of interest expense
and $0.01 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 6.25% 2027 Notes. Interest
expense and amortization of deferred financing cost are reported as interest and debt financing expense on the consolidated statements
of operations. For the year ended February 28, 2021 and February 29, 2020, the average dollar amount of 6.25% 2027 Notes outstanding
was $7.0 million and $0.0 million, respectively.
Senior
Securities
Information
about our senior securities is shown in the following table as of February 28/29 for the fiscal years indicated in the table, unless
otherwise noted. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial
condition, liquidity and capital resources” for more detailed information regarding the senior securities.
F- 43
SENIOR SECURITIES
(dollar amounts in
thousands, except per share data)
Class and Year (1)(2)
Total Amount
Outstanding Exclusive of Treasury Securities (3)
Asset Coverage
per Unit (4)
Involuntary
Liquidating Preference per Share (5)
Average Market
Value per Share (6)
(in thousands)
Credit Facility with Madison Capital Funding
Fiscal year 2021 (as of February 28, 2021)
$ -
$ 3,471
-
N/A
Fiscal year 2020 (as of February 29, 2020)
$ -
$ 6,071
-
N/A
Fiscal year 2019 (as of February 28, 2019)
$ -
$ 2,345
-
N/A
Fiscal year 2018 (as of February 28, 2018)
$ -
$ 2,930
-
N/A
Fiscal year 2017 (as of February 28, 2017)
$ -
$ 2,710
-
N/A
Fiscal year 2016 (as of February 29, 2016)
$ -
$ 3,025
-
N/A
Fiscal year 2015 (as of February 28, 2015)
$ 9,600
$ 3,117
-
N/A
Fiscal year 2014 (as of February 28, 2014)
$ -
$ 3,348
-
N/A
Fiscal year 2013 (as of February 28, 2013)
$ 24,300
$ 5,421
-
N/A
Fiscal year 2012 (as of February 29, 2012)
$ 20,000
$ 5,834
-
N/A
Fiscal year 2011 (as of February 28, 2011)
$ 4,500
$ 20,077
-
N/A
Fiscal year 2010 (as of February 28, 2010)
$ -
$ -
-
N/A
Fiscal year 2009 (as of February 28, 2009)
$ -
$ -
-
N/A
Fiscal year 2008 (as of February 29, 2008)
$ -
$ -
-
N/A
Fiscal year 2007 (as of February 28, 2007)
$ -
$ -
-
N/A
7.50%
Notes due 2020 (7)
Fiscal year 2017 (as of February 28, 2017)
$ -
$ -
-
N/A
Fiscal year 2016 (as of February 29, 2016)
$ 61,793
$ 3,025
-
$ 25.24 (8)
Fiscal year 2015 (as of February 28, 2015)
$ 48,300
$ 3,117
-
$ 25.46 (8)
Fiscal year 2014 (as of February 28, 2014)
$ 48,300
$ 3,348
-
$ 25.18 (8)
Fiscal year 2013 (as of February 28, 2013)
$ -
$ -
-
N/A
Fiscal year 2012 (as of February 29, 2012)
$ -
$ -
-
N/A
Fiscal year 2011 (as of February 28, 2011)
$ -
$ -
-
N/A
Fiscal year 2010 (as of February 28, 2010)
$ -
$ -
-
N/A
Fiscal year 2009 (as of February 28, 2009)
$ -
$ -
-
N/A
Fiscal year 2008 (as of February 29, 2008)
$ -
$ -
-
N/A
Fiscal year 2007 (as of February 28, 2007)
$ -
$ -
-
N/A
6.75%
Notes due 2023 (9)
Fiscal year 2020 (as of February 29, 2020)
$ -
$ -
-
N/A
Fiscal year 2019 (as of February 28, 2019)
$ 74,451
$ 2,345
-
$ 25.74 (10)
Fiscal year 2018 (as of February 28, 2018)
$ 74,451
$ 2,930
-
$ 26.05 (10)
Fiscal year 2017 (as of February 28, 2017)
$ 74,451
$ 2,710
-
$ 25.89 (10)
6.25% Notes due 2025
Fiscal year 2021 (as of February 28, 2021)
$ 60,000
$ 3,471
-
$ 24.24 (11)
Fiscal year 2020 (as of February 29, 2020)
$ 60,000
$ 6,071
-
$ 25.75 (11)
Fiscal year 2019 (as of February 28, 2019)
$ 60,000
$ 2,345
-
$ 24.97 (11)
7.25% Notes due 2025
Fiscal year 2021 (as of February 28, 2021)
$ 43,125
$ 3,471
-
$ 25.77 (11)
7.75% Notes due 2025
Fiscal year 2021 (as of February 28, 2021)
$ 5,000
$ 3,471
-
$ 25.00 (12)
6.25% Notes due 2027
Fiscal year 2021 (as of February 28, 2021)
$ 15,000
$ 3,471
-
$ 25.00 (12)
(1)
We have excluded our SBA-guaranteed debentures from this table because the SEC has granted us exemptive relief that permits us to exclude such debentures from the definition of senior securities in the 150% asset coverage ratio we are required to maintain under the 1940 Act.
F- 44
(2)
This table does not include the senior securities of our predecessor entity, GSC Investment Corp., relating to a revolving securitized credit facility with Deutsche Bank, in light of the fact that the Company was under different management during the time that such credit facility was outstanding.
(3)
Total amount of senior securities outstanding at the end of the period presented.
(4)
Asset coverage per unit is the ratio of our total assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness, calculated on a total basis.
(5)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the Securities and Exchange Commission expressly does not require to be disclosed for certain types of senior securities.
(6)
Not applicable for credit facility because not registered for public trading.
(7)
On January 13, 2017, the Company redeemed in full its 2020 Notes. The Company used a portion of the net proceeds from the 2023 Notes offering, which was completed in December 2016, to redeem the 2020 Notes in full.
(8)
Based on the average daily trading price of the 2020 Notes on the NYSE.
(9)
On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.45 million, respectively, in aggregate principal amount of the $74.45 million in aggregate principal amount of issued and outstanding 2023 Notes.
(10)
Based on the average daily trading price of the 2023 Notes on the NYSE.
(11)
Based on the average daily trading price of the 2025 Notes on the NYSE.
(12)
The carrying value of this unlisted security approximates its fair value, based on a waterfall analysis showing adequate collateral coverage.
F- 45
Note
8. Commitments and Contingencies
Contractual
Obligations
The following table shows our payment obligations for repayment of debt and other contractual obligations at February 28, 2021:
Payment Due by Period
Long-Term Debt Obligations
Total
Less
Than
1 Year
1 - 3
Years
3 - 5
Years
More
Than
5 Years
($ in thousands)
Revolving credit facility
$ -
$ -
$ -
$ -
$ -
SBA debentures
158,000
-
14,000
39,000
105,000
6.25% 2025 Notes
60,000
-
-
60,000
-
7.25% 2025 Notes
43,125
-
-
43,125
-
7.75% 2025 Notes
5,000
-
-
5,000
-
6.25% 2027 Notes
15,000
-
-
-
15,000
Total Long-Term Debt Obligations
$ 281,125
$ -
$ 14,000
$ 147,125
$ 120,000
Off-balance
Sheet Arrangements
At
February 28, 2021 and February 29, 2020, the Company’s off-balance sheet arrangements consisted of $58.8 million and $64.1 million,
respectively, of unfunded commitments outstanding to provide debt financing to its portfolio companies or to fund limited partnership
interests. Such commitments are generally up to the Company’s discretion to approve, or the satisfaction of certain financial and
nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s
consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and
liabilities.
A summary of the unfunded commitments outstanding as of February 28, 2021 and February 29, 2020 is shown in the table below (dollars in thousands):
February 28,
2021
February 29,
2020
At Company’s discretion
Book4Time, Inc.
$ 2,000
$ -
CLEO Communications Holding, LLC
630
-
GreyHeller LLC
15,000
-
inMotionNow, Inc.
-
3,000
Netreo Holdings, LLC
10,000
-
Omatic Software, LLC
-
1,000
Passageways, Inc.
5,000
5,000
PDDS Buyer, LLC
-
5,000
Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd.
-
17,500
Top Gun Pressure Washing, LLC
3,175
5,000
Village Realty Holdings LLC
10,000
10,000
Total
45,805
46,500
At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
ArbiterSports, LLC
-
1,000
Axiom Purchaser, Inc.
-
1,000
CoConstruct, LLC
-
3,500
Davisware, LLC
-
2,000
GoReact
2,000
2,000
Granite Comfort, LP
-
-
HemaTerra Holding Company, LLC
2,000
4,000
New England Dental Partners
6,000
-
Passageways, Inc.
2,000
3,000
Procurement Partners, LLC
1,000
-
Village Realty Holdings LLC
-
1,124
13,000
17,624
Total
$ 58,805
$ 64,124
F- 46
Note
9. Directors Fees
The
independent directors each receive an annual fee of $70,000. They also receive $3,000 plus reimbursement of reasonable out-of-pocket
expenses incurred in connection with attending each board meeting and receive $1,500 plus reimbursement of reasonable out-of-pocket expenses
incurred in connection with attending each committee meeting. In addition, the chairman of the Audit Committee receives an annual fee
of $12,500 and the chairman of each other committee receives an annual fee of $6,000 for their additional services in these capacities.
In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. Independent
directors have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to
the greater of net asset value or the market price at the time of payment. No compensation is paid to directors who are “interested
persons” of the Company (as such term is defined in the 1940 Act). For the years ended February 28, 2021, February 29, 2020 and
February 28, 2019, we incurred $0.3 million, $0.3 million and $0.3 million for directors’ fees and expenses, respectively. As of
February 28, 2021 and February 29, 2020, $0.07 million and $0.06 million in directors’ fees and expenses were accrued and unpaid,
respectively. As of February 28, 2021, we had not issued any common stock to our directors as compensation for their services.
F- 47
Note
10. Stockholders’ Equity
On
May 16, 2006, GSC Group, Inc. capitalized the LLC, by contributing $1,000 in exchange for 67 shares, constituting all of the issued and
outstanding shares of the LLC.
On
March 20, 2007, the Company issued 95,995.5 and 8,136.2 shares of common stock, priced at $150.00 per share, to GSC Group and certain
individual employees of GSC Group, respectively, in exchange for the general partnership interest and a limited partnership interest
in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. At this time, the 6.7 shares owned by GSC Group in the LLC were
exchanged for 6.7 shares of the Company.
On
March 28, 2007, the Company completed its IPO of 725,000 shares of common stock, priced at $150.00 per share, before underwriting discounts
and commissions. Total proceeds received from the IPO, net of $7.1 million in underwriter’s discount and commissions, and $1.0
million in offering costs, were $100.7 million.
On
July 30, 2010, our Manager and its affiliates purchased 986,842 shares of common stock at $15.20 per share. Total proceeds received from
this sale were $15.0 million.
On
August 12, 2010, we effected a one-for-ten reverse stock split of our outstanding common stock. As a result of the reverse stock split,
every ten shares of our common stock were converted into one share of our common stock. Any fractional shares received as a result of
the reverse stock split were redeemed for cash. The total cash payment in lieu of shares was $230. Immediately after the reverse stock
split, we had 2,680,842 shares of our common stock outstanding.
On
September 24, 2014, the Company announced the approval of an open market share repurchase plan that allowed it to repurchase up to 200,000
shares of its common stock at prices below its NAV as reported in its then most recently published consolidated financial statements
(the “Share Repurchase Plan”). On October 7, 2015, our board of directors extended the Share Repurchase Plan for another
year and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most
recently published consolidated financial statements, to 400,000 shares of its common stock. On October 5, 2016, our board of directors
extended the Share Repurchase Plan for another year to October 15, 2017 and increased the number of shares the Company is permitted to
repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 600,000 shares
of its common stock. On October 10, 2017, January 8, 2019 and January 7, 2020, our board of directors extended the Share Repurchase Plan
for another year to October 15, 2018, January 15, 2020 and January 15, 2021, respectively, each time leaving the number of shares unchanged
at 600,000 shares of its common stock. On May 4, 2020, our board of directors increased the Share Repurchase Plan to 1.3 million shares
of common stock. On January 5, 2021, our board of directors extended the Shares Repurchase Plan for another year to January 15, 2022,
leaving the number of shares unchanged at 1.3 million shares of common stock. As of February 28, 2021, the Company purchased 408,812
shares of common stock, at the average price of $17.84 for approximately $7.3 million pursuant to the Share Repurchase Plan. During the
year ended February 28, 2021 the Company purchased 190,321 shares of common stock, at the average price $18.96 for approximately $3.6
million pursuant to the Share Repurchase Plan.
On
March 16, 2017, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for
sale, from time to time, up to $30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets
and B. Riley FBR, Inc. were also added to the agreement. On July 9, 2019, the amount of the common stock to be offered through this offering
was increased to $70.0 million, and on October 8, 2019, the amount of the common stock to be offered was increased to $130.0 million.
As of February 28, 2021, the Company sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77 for aggregate
net proceeds of $95.9 million (net of transaction costs). For the year ended February 28, 2021, there was no activity related to the
ATM offerings.
On
July 13, 2018, the Company issued 1,150,000 shares of its common stock priced at $25.00 per share (par value $0.001 per share) at an
aggregate total of $28.75 million. The net proceeds, after deducting underwriting commissions of $1.15 million and offering costs
of approximately $0.2 million, amounted to approximately $27.4 million. The Company also granted the underwriters a 30-day option
to purchase up to an additional 172,500 shares of its common stock, which was not exercised.
F- 48
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X (Note 2). Pursuant to the regulation, the Company has presented a reconciliation of the changes in each significant caption of stockholders’ equity as shown in the tables below:
Capital
in Excess
Total
Distributable
Common Stock
of Par
Earnings
Shares
Amount
Value
(Loss)
Net Assets
Balance at February 29, 2020
11,217,545
$ 11,218
$ 289,476,991
$ 14,798,644
$ 304,286,853
Increase (Decrease) from Operations:
Net investment income
-
-
-
9,018,314
9,018,314
Net realized gain (loss) from investments
-
-
-
8,480
8,480
Net change in unrealized appreciation (depreciation) on investments
-
-
-
(31,950,369 )
(31,950,369 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
267,740
267,740
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
-
-
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
-
-
-
-
-
Repurchases of common stock
-
-
-
-
-
Offering costs
-
-
-
-
-
Balance at May 31, 2020
11,217,545
$ 11,218
$ 289,476,991
$ (7,857,191 )
$ 281,631,018
Increase (Decrease) from Operations:
Net investment income
-
-
-
5,334,713
5,334,713
Net realized gain (loss) from investments
-
-
-
11,929
11,929
Net change in unrealized appreciation (depreciation) on investments
-
-
-
16,580,401
16,580,401
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
(116,521 )
(116,521 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
(4,487,015 )
(4,487,015 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
47,098
46
774,944
-
774,990
Repurchases of common stock
(90,321 )
(90 )
(1,550,327 )
-
(1,550,417 )
Repurchase fees
-
-
(1,740 )
-
(1,740 )
Offering costs
-
-
-
-
-
Balance at August 31, 2020
11,174,322
$ 11,174
$ 288,699,868
$ 9,466,316
$ 298,177,358
Increase (Decrease) from Operations:
Net investment income
-
-
-
4,471,102
4,471,102
Net realized gain (loss) from investments
-
-
-
1,798
1,798
Income tax (provision) benefit from realized gain on investments
(3,895,354 )
(3,895,354 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
5,998,830
5,998,830
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
(210,057 )
(210,057 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
(4,581,469 )
(4,581,469 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
45,706
46
805,883
-
805,929
Repurchases of common stock
(50,000 )
(50 )
(914,194 )
-
(914,244 )
Repurchase fees
-
-
(1,003 )
-
(1,003 )
Offering costs
-
-
-
-
-
Balance at November 30, 2020
11,170,028
$ 11,170
$ 288,590,554
$ 11,251,166
$ 299,852,890
Increase (Decrease) from Operations:
Net investment income
-
-
-
4,288,996
4,288,996
Net realized gain (loss) from investments
-
-
-
(8,726,013 )
(8,726,013 )
Income tax (provision) benefit from realized gain on investments
-
-
-
-
-
Realized losses on extinguishment of debt
(128,617 )
(128,617 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
14,337,460
14,337,460
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
(515,796 )
(515,796 )
Decrease from Shareholder Distributions:
Distributions of investment income – net
-
-
-
(4,678,514 )
(4,678,514 )
Capital Share Transactions:
Proceeds from issuance of common stock
-
-
-
-
-
Stock dividend distribution
41,388
41
900,124
-
900,165
Repurchases of common stock
(50,000 )
(50 )
(1,143,748 )
-
(1,143,798 )
Repurchase fees
-
-
(1,003 )
-
(1,003 )
Offering costs
-
-
-
-
-
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
-
-
16,529,030
(16,529,030 )
-
Balance at February 28, 2021
11,161,416
$ 11,161
$ 304,874,957
$ (700,348 )
$ 304,185,770
F- 49
Note
11. Earnings Per Share
In
accordance with the provisions of FASB ASC Topic 260, “ Earnings per Share ” (“ASC 260”), basic earnings
per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during
the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per
share on a diluted basis.
The following information sets forth the computation of the weighted average basic and diluted net increase in net assets resulting from operations per share for the years ended February 28, 2021, February 29, 2020 and February 28, 2019 (dollars in thousands except share and per share amounts):
Basic and Diluted
February 28,
2021
February 29,
2020
February 28,
2019
Net increase in net assets resulting from operations
$ 14,777
$ 55,739
$ 18,509
Weighted average common shares outstanding
11,188,629
9,319,192
7,046,686
Weighted average earnings per common share
$ 1.32
$ 5.98
$ 2.63
Note
12. Dividend
On
January 5, 2021, our board of directors declared a dividend of $0.42 per share, which was paid on February 10, 2021, to common stockholders
of record as of January 26, 2021. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common
stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 41,388
newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $21.75 per share, which equaled 95% of the volume weighted average
trading price per share of the common stock on January 28, 29 and February 1, 2, 3, 4, 5, 8, 9 and 10, 2021.
On
October 7, 2020, our board of directors declared a dividend of $0.41 per share, which was paid on November 10, 2020, to common stockholders
of record as of October 26, 2020. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common
stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 45,706
newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $17.63 per share, which equaled 95% of the volume weighted average
trading price per share of the common stock on October 28, 29, 30 and November 2, 3, 4, 5, 6, 9, and 10, 2020.
On
July 7, 2020, our board of directors declared a dividend of $0.40 per share, which was paid on August 12, 2020, to common stockholders
of record as of July 27, 2020. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock,
pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.7 million in cash and 47,098 newly issued
shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $16.45 per share, which equaled 95% of the volume weighted average trading price
per share of the common stock on July 30, 31 and August 3, 4, 5, 6, 7, 10, 11 and 12, 2020.
During
the three months ended May 31, 2020, there were no dividends declared.
On
January 7, 2020, the Company declared a dividend of $0.56 per share, which was paid on February 6, 2020, to common stockholders of record
on January 24, 2020. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $5.4 million in cash and 35,682
newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $25.44 per share, which equaled 95.0% of the volume weighted average
trading price per share of the common stock on January 24, 27, 28, 29, 30, 31 and February 3, 4, 5 and 6, 2020.
On
August 27, 2019, the Company declared a dividend of $0.56 per share, which was paid on September 26, 2019, to common stockholders of
record on September 13, 2019. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock,
pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $4.5 million in cash and
34,575 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares
of common stock comprising the stock portion was calculated based on a price of $23.34 per share, which equaled 95.0% of the volume weighted
average trading price per share of the common stock on September 13, 16, 17, 18, 19, 20, 23, 24, 25 and 26, 2019.
F- 50
On
May 28, 2019, the Company declared a dividend of $0.55 per share, which was paid on June 27, 2019, to common stockholders of record on
June 13, 2019. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to
the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $3.6 million in cash and 31,545 newly
issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $22.65 per share, which equaled 95.0% of the volume weighted average
trading price per share of the common stock on June 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2019.
On
February 26, 2019, our board of directors declared a dividend of $0.54 per share, which was paid on March 28, 2019, to common stockholders
of record as of March 14, 2019. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock,
pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $3.5 million in cash and 31,240 newly issued
shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $21.36 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on March 15, 18, 19, 20, 21, 22, 25, 26, 27 and 28, 2019.
On
November 27, 2018, the Company declared a dividend of $0.53 per share, which was paid on January 2, 2019, to common stockholders of record
on December 17, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 30,797
newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $18.88 per share, which equaled 95.0% of the volume weighted average
trading price per share of the common stock on December 18, 19, 20, 21, 24, 26, 27, 28, 31, 2018 and January 2, 2019.
On
August 28, 2018, the Company declared a dividend of $0.52 per share, which was paid on September 27, 2018, to common stockholders of
record as of September 17, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common
stock, pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $3.3 million in cash and 25,863
newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $22.35 per share, which equaled 95.0% of the volume weighted average
trading price per share of the common stock on September 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2018.
On
May 30, 2018, the Company declared a dividend of $0.51 per share, which was paid on June 27, 2018, to common stockholders of record as
of June 15, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.7 million in cash and 21,563 newly issued shares
of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $23.72 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on June 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2018.
On
February 26, 2018, the Company declared a dividend of $0.50 per share, which was paid on March 26, 2018, to common stockholders of record
as of March 14, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.6 million in cash and 25,355 newly issued shares
of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $19.91 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on March 13, 14, 15, 16, 19, 20, 21, 22, 23 and 26, 2018.
On
November 29, 2017, the Company declared a dividend of $0.49 per share, which was paid on December 27, 2017, to common stockholders of
record on December 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock,
pursuant the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 25,435
newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $21.14 per share, which equaled 95.0% of the volume weighted average
trading price per share of the common stock on December 13, 14, 15, 18, 19, 20, 21, 22, 26 and 27, 2017.
F- 51
On
August 28, 2017, the Company declared a dividend of $0.48 per share, which was paid on September 26, 2017, to common stockholders of
record as of September 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common
stock, pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551
newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $20.19 per share, which equaled 95.0% of the volume weighted average
trading price per share of the common stock on September 13, 14, 15, 18, 19, 20, 21, 22, 25 and 26, 2017.
On
May 30, 2017, the Company declared a dividend of $0.47 per share, which was paid on June 27, 2017, to common stockholders of record as
of June 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares
of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $20.04 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on June 14, 15, 16, 19, 20, 21, 22, 23, 26 and 27, 2017.
On
February 28, 2017, the Company declared a dividend of $0.46 per share, which was paid on March 28, 2017, to common stockholders of record
as of March 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares
of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $21.38 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on March 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2017.
On
January 12, 2017, the Company declared a dividend of $0.45 per share, which was paid on February 9, 2017, to common stockholders of record
as of January 31, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.6 million in cash and 50,453 newly issued shares
of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $20.25 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on January 27, 30, 31 and February 1, 2, 3, 6, 7, 8 and 9, 2017.
On
October 5, 2016, the Company declared a dividend of $0.44 per share, which was paid on November 9, 2016, to common stockholders of record
as of October 31, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares
of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $17.12 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016.
On
August 8, 2016, the Company declared a special dividend of $0.20 per share, which was paid on September 5, 2016, to common stockholders
of record as of August 24, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common
stock, pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786
newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common
stock comprising the stock portion was calculated based on a price of $17.06 per share, which equaled 95.0% of the volume weighted average
trading price per share of the common stock on August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016.
On
July 7, 2016, the Company declared a dividend of $0.43 per share, which was paid on August 9, 2016, to common stockholders of record
as of July 29, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares
of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $16.32 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on July 27, 28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016.
F- 52
On
March 31, 2016, the Company declared a dividend of $0.41 per share, which was paid on April 27, 2016, to common stockholders of record
as of April 15, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant
to our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares
of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $15.43 per share, which equaled 95.0% of the volume weighted average trading price
per share of the common stock on April 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016.
The following tables summarize dividends declared for the years ended February 28, 2021, February 29, 2020, February 28, 2019, February 28, 2018 and February 28, 2017 (dollars in thousands except for share amounts):
Date Declared
Record Date
Payment Date
Amount per Share
Total Amount*
January 5, 2021
January 26, 2021
February 10, 2021
0.42
4,679
October 7, 2020
October 26, 2020
November 10, 2020
0.41
4,581
July 7, 2020
July 27, 2020
August 12, 2020
0.40
4,487
Total dividends declared
$ 1.23
$ 13,747
Date Declared
Record Date
Payment Date
Amount per Share
Total Amount*
January 7, 2020
January 24, 2020
February 6, 2020
$ 0.56
$ 6,262
August 27, 2019
September 13, 2019
September 26, 2019
0.56
5,323
May 28, 2019
June 13, 2019
June 27, 2019
0.55
4,336
February 26, 2019
March 14, 2019
March 28, 2019
0.54
4,176
Total dividends declared
$ 2.21
$ 20,097
Date Declared
Record Date
Payment Date
Amount per Share
Total Amount*
November 27, 2018
December 17, 2018
January 2, 2019
$ 0.53
$ 3,980
August 28, 2018
September 17, 2018
September 27, 2018
0.52
3,876
May 30, 2018
June 15, 2018
June 27, 2018
0.51
3,204
February 26, 2018
March 14, 2018
March 26, 2018
0.50
3,129
Total dividends declared
$ 2.06
$ 14,189
Date Declared
Record Date
Payment Date
Amount per Share
Total Amount*
November 29, 2017
December 15, 2017
December 27, 2017
$ 0.49
$ 3,052
August 28, 2017
September 15, 2017
September 26, 2017
0.48
2,866
May 30, 2017
June 15, 2017
June 27, 2017
0.47
2,792
February 28, 2017
March 15, 2017
March 28, 2017
0.46
2,666
Total dividends declared
$ 1.90
$ 11,376
Date Declared
Record Date
Payment Date
Amount per Share
Total Amount*
January 12, 2017
January 31, 2017
February 9, 2017
$ 0.45
$ 2,585
October 5, 2016
October 31, 2016
November 9, 2016
0.44
2,509
August 8, 2016
August 24, 2016
September 5, 2016
0.20
1,151
July 7, 2016
July 29, 2016
August 9, 2016
0.43
2,466
March 31, 2016
April 15, 2016
April 27, 2016
0.41
2,346
Total dividends declared
$ 1.93
$ 11,057
* Total amount is calculated based on the number of shares
outstanding at the date of record.
F- 53
Note 13. Financial Highlights
The following is a schedule of financial highlights as of and for the years ended February 28, 2021, February 29, 2020, February 28, 2019, February 28, 2018 and February 28, 2017:
Per share data
February 28,
2021
February 29,
2020
February 28,
2019
February 28,
2018
February 28,
2017
Net asset value at beginning of period
$ 27.13
$ 23.62
$ 22.96
$ 21.97
$ 22.06
Adoption of ASC 606
-
(0.01 )
-
-
Net asset value at beginning of period, as adjusted
27.13
23.62
22.95
21.97
22.06
Net investment income(1)
2.07
1.59
2.60
2.11
1.94
Net realized and unrealized gains (losses) on investments(1)
(0.74 )
4.56
0.03
0.82
0.30
Realized losses on extinguishment of debt*
(0.01 )
(0.17 )
(0.26 )
Net increase in net assets resulting from operations
1.32
5.98
2.63
2.93
2.24
Distributions declared from net investment income
(1.23 )
(2.21 )
(2.06 )
(1.90 )
(1.93 )
Total distributions to stockholders
(1.23 )
(2.21 )
(2.06 )
(1.90 )
(1.93 )
Issuance of common stock above net asset value(2)
-
-
0.15
-
-
Repurchases of common stock(3)
0.13
-
-
-
-
Dilution(4)
(0.10 )
(0.26 )
(0.05 )
(0.04 )
(0.14 )
Net asset value at end of period
$ 27.25
$ 27.13
$ 23.62
$ 22.96
$ 21.97
Net assets at end of period
$ 304,185,770
$ 304,286,853
$ 180,875,187
$ 143,691,367
$ 127,294,777
Shares outstanding at end of period
11,161,416
11,217,545
7,657,156
6,257,029
5,794,600
Per share market value at end of period
$ 23.08
$ 22.91
$ 23.04
$ 21.86
$ 22.74
Total return based on market value(5)
7.63 %
9.28 %
16.11 %
5.28 %
80.83 %
Total return based on net asset value(6)
7.31 %
26.22 %
13.33 %
14.45 %
12.62 %
Ratio/Supplemental data:
Ratio of net investment income to average net assets(7)*
7.77 %
6.31 %
11.22 %
9.37 %
8.71 %
Ratio of loss on extinguishment of debt to average net assets(7)
0.04 %
0.67 %
-
-
1.14 %
Expenses:
Ratio of operating expenses to average net assets(7)
5.39 %
6.25 %
6.98 %
7.81 %
7.21 %
Ratio of incentive management fees to average net assets(7)
1.65 %
6.01 %
3.00 %
3.19 %
2.31 %
Ratio of interest and debt financing expenses to average net assets(7)
4.56 %
6.23 %
8.05 %
8.05 %
7.75 %
Ratio of total expenses to average net assets(7)*
11.60 %
18.49 %
18.03 %
19.05 %
17.27 %
Portfolio turnover rate(8)
25.26 %
36.82 %
35.26 %
19.73 %
43.76 %
Asset coverage ratio per unit(9)
3,471
6,071
2,345
2,930
2,710
Average market value per unit
Revolving Credit Facility(10)
N/A
N/A
N/A
N/A
N/A
SBA Debentures Payable(10)
N/A
N/A
N/A
N/A
N/A
7.50% Notes Payable 2020
N/A
N/A
N/A
N/A
N/A
6.75% Notes Payable 2023(11)
N/A
N/A
$ 25.74
$ 26.05
$ 25.89
6.25% Notes Payable 2025
$ 24.24
$ 25.75
$ 24.97
N/A
N/A
7.25% Notes Payable 2025
25.77
N/A
N/A
N/A
N/A
7.75% Notes Payable 2025(10)
N/A
N/A
N/A
N/A
N/A
6.25% Notes Payable 2027(10)
N/A
N/A
N/A
N/A
N/A
*
Certain prior period amounts have been reclassified to conform to current period presentation.
F- 54
(1)
Per share amounts are calculated using the weighted average shares outstanding during the period.
(2)
The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding during the period.
(3)
Represents the
anti-dilutive impact on the net asset value per share (“NAV”) of the Company due to the repurchase of common shares. See
Note 10, Stockholders’ Equity. See Note 12, Dividend.
(4)
Represents the dilutive effect of issuing common stock below net asset value per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement and may include the impact of the different share amounts used for different items (weighted average basic common shares outstanding for the corresponding year and actual common shares outstanding at the end of the year) in the per common share data calculation and rounding impacts. See Note 12, Dividend.
(5)
Total investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.
(6)
Total investment return is calculated assuming a purchase of common shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.
(7)
Ratios are annualized.
(8)
Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value.
(9)
Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. Asset coverage ratio per unit does not include unfunded commitments. The inclusion of unfunded commitments in the calculation of the asset coverage ratio per unit would not cause us to be below the required amount of regulatory coverage.
(10)
The Revolving Credit Facility, SBA Debentures, 7.75% Notes Payable 2025 and 6.25% Notes Payable 2027 are not registered for public trading.
(11)
On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.5 million, respectively, in aggregate principal amount of the $74.5 million in aggregate principal amount of issued and outstanding 2023 Notes and are no longer listed on the NYSE.
F- 55
Note
14. Selected Quarterly Data (Unaudited)
2021
($ in thousands, except per share numbers)
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Total investment income
$ 16,214
$ 14,283
$ 13,856
$ 13,297
Net investment income
4,289
4,471
5,335
9,018
Net realized and unrealized gain (loss)
5,096
1,895
16,476
(31,674 )
Realized losses on extinguishment of debt*
(129 )
-
-
-
Net increase in net assets resulting from operations
9,256
6,366
21,811
(22,656 )
Net investment income per common share
$ 0.38
$ 0.40
$ 0.48
$ 0.80
Net realized and unrealized gain (loss) per common share
$ 0.46
$ 0.17
$ 1.48
$ (2.82 )
Dividends declared per common share
$ 0.42
$ 0.41
$ 0.40
$ -
Net asset value per common share
$ 27.25
$ 26.84
$ 26.68
$ 25.11
2020
($ in thousands, except per share numbers)
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Total investment income
$ 17,613
$ 14,196
$ 13,888
$ 12,751
Net investment income
1,649
4,575
4,956
3,681
Net realized and unrealized gain (loss)
26,727
9,142
2,624
3,968
Realized losses on extinguishment of debt*
(1,583 )
-
-
-
Net increase in net assets resulting from operations
26,793
13,717
7,580
7,649
Net investment income per common share
$ 0.15
$ 0.46
$ 0.59
$ 0.48
Net realized and unrealized gain (loss) per common share
$ 2.39
$ 0.91
$ 0.31
$ 0.51
Dividends declared per common share
$ 0.56
$ 0.56
$ 0.55
$ 0.54
Net asset value per common share
$ 27.13
$ 25.30
$ 24.47
$ 24.06
2019
($ in thousands, except per share numbers)
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Total investment income
$ 12,984
$ 12,833
$ 11,403
$ 10,488
Net investment income
4,091
5,139
5,145
3,927
Net realized and unrealized gain (loss)
3,764
(1,470 )
(2,002 )
(85 )
Net increase in net assets resulting from operations
7,855
3,669
3,143
3,842
Net investment income per common share
$ 0.54
$ 0.69
$ 0.74
$ 0.63
Net realized and unrealized gain (loss) per common share
$ 0.50
$ (0.20 )
$ (0.29 )
$ (0.01 )
Dividends declared per common share
$ 0.53
$ 0.52
$ 0.51
$ 0.50
Net asset value per common share
$ 23.62
$ 23.13
$ 23.16
$ 23.06
* Certain prior period amounts have been reclassified to conform
to current period presentation.
F- 56
Note
15. Subsequent Events
The
Company has evaluated subsequent events through the filing of this Form 10-K and determined that there have been no events that have
occurred that would require adjustments to the Company’s consolidated financial statements and disclosures in the consolidated
financial statements except for the following:
The
Company announced on March 10, 2021, that it has closed a public offering of $50.0 million aggregate principal amount of its
4.375% notes due 2026 (the “Notes”), which resulted in net proceeds to the Company of approximately $48.8 million
based on a public offering price of 100% of the aggregate principal amount of the Notes, after deducting payment of underwriting discounts
and commissions and estimated offering expenses payable by the Company.
The
Notes will mature on February 28, 2026, and may be redeemed in whole or in part at any time or from time to time at the Company’s
option at par plus a “make-whole” premium, if applicable. The Notes will bear interest at a rate of 4.375% per year payable
semi-annually on February 28 and August 28 of each year, beginning August 28, 2021.
On March 22, 2021, the Company declared a dividend of $0.43 per share payable on April 22, 2021, to common stockholders of record on April
8, 2021. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s
DRIP. Based on shareholder elections, the dividend consisted of approximately $3.9 million in cash and 38,580 newly issued shares of common
stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock
portion was calculated based on a price of $23.69 per share, which equaled 95% of the volume weighted average trading price per share
of the common stock on April 9,12, 13, 14, 15, 16, 19, 20, 21 and 22, 2021.
Subsequent
to February 28, 2021, the global outbreak of the coronavirus pandemic has adversely affected some of the Company’s investments
and continues to have adverse consequences on the U.S. and global economies. The ultimate economic fallout from the pandemic, and the
long-term impact on economies, markets, industries and individual portfolio companies, remains uncertain. At the time of this filing,
there is no indication of a reportable subsequent event impacting the Company’s financial statements for the year ended February
28, 2021. The Company cannot predict the extent to which its financial condition and results of operations will be adversely affected
at this time. The potential impact to our results will depend to a large extent on future developments and new information that may emerge
regarding the duration and severity of COVID-19. The Company continues to observe and respond to the evolving COVID-19 environment and
its potential impact on areas across its business.
F- 57
INDEX
TO OTHER FINANCIAL STATEMENTS
Saratoga
Investment Corp. CLO 2013-1, Ltd.
PAGE
Report of Independent Auditors
S-2
Statements of Assets and Liabilities as of February 28, 2021 and February 29, 2020
S-3
Statements of Operations for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
S-4
Schedules of Investments as of February 28, 2021 and February 29, 2020
S-7
Statements of Changes in Net Assets for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
S-5
Statements of Cash Flows for the years ended February 28, 2021, February 29, 2020 and February 28, 2019
S-6
Notes to Financial Statements
S-28
IMPORTANT
NOTE
In
accordance with certain SEC rules, Saratoga Investment Corp. (the “Company”) is providing additional information regarding
one of its portfolio companies, Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”). The Company owns 100% of the
subordinated notes of the Saratoga CLO. The additional financial information regarding the Saratoga CLO does not directly impact the
Company’s financial position, results of operations or cash flows.
S- 1
Independent
Auditor’s Report
To
the Board of Directors
Saratoga Investment Corp. CLO 2013-1, Ltd.
We
have audited the accompanying financial statements of Saratoga Investment Corp. CLO 2013-1, Ltd., which comprise the statement of assets
and liabilities, including the schedule of investments, as of February 28, 2021, and the related statements of operations, changes in
net assets and cash flows for the year then ended, and the related notes to the financial statements.
Management's
Responsibility for the Financial Statements
Management
is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally
accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the
preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error.
Auditor's
Responsibility
Our
responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing
standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An
audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation
and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements.
We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In
our opinion, the statements referred to above present fairly, in all material respects, the financial position of Saratoga Investment
Corp. CLO 2013-1, Ltd. as of February 28, 2021, and the results of its operations, changes in net assets and its cash flows for the year
then ended in accordance with accounting principles generally accepted in the United States of America.
Report
of Other Auditors
The
financial statements of Saratoga Investment Corp., CLO 2013-1, Ltd. as of and for the year ended February 29, 2020 and for the year ended
February 28, 2019 were audited by other auditors whose report dated May 6, 2020, expressed an unmodified opinion on those statements.
/s/
CohnReznick LLP
Chicago,
Illinois
May 5, 2021
S- 2
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Statements
of Assets and Liabilities
February 28, 2021
February 29, 2020
ASSETS
Investments at fair value
Loans at fair value (amortized cost of $594,722,350 and $523,438,207, respectively)
$ 591,518,866
$ 500,999,677
Equities at fair value (amortized cost of $527,124 and $2,566,752, respectively)
501,175
257
Total investments at fair value (amortized cost of $595,249,474 and $526,004,959, respectively)
592,020,041
500,999,934
Cash and cash equivalents
114,145,406
9,081,041
Receivable from open trades
1,901,754
10,419,700
Interest receivable (net of reserve of $35,000 and $307,705, respectively)
1,497,333
1,294,523
Prepaid expenses and other assets
118,868
84,526
Total assets
$ 709,683,402
$ 521,879,724
LIABILITIES
Interest payable
$ 124,233
$ 2,090,188
Payable from open trades
66,298,568
36,673,471
Accrued base management fee
6,930
54,441
Accrued subordinated management fee
27,715
217,766
Accounts payable and accrued expenses
809,760
81,822
Due to Affiliate
2,600,000
-
Loan payable, related party
-
2,500,000
Loan payable, third party
-
2,600,000
Saratoga Investment Corp. CLO 2013-1, Ltd. Notes:
Class A-1FL-R-2 Senior Secured Floating Rate Notes
-
255,000,000
Class A-1FXD-R-2 Senior Secured Fixed Rate Notes
-
25,000,000
Class-A-2-R-2 Senior Secured Floating Rate Notes
-
40,000,000
Class A-1-R-3 Senior Secured Floating Rate Notes
357,500,000
-
Class A-2-R-3 Senior Secured Floating Rate Notes
65,000,000
-
Class B-FL-R-3 Senior Secured Floating Rate Notes
60,500,000
-
Class B-FXD-R-3 Senior Secured Fixed Rate Notes
11,000,000
-
Class B-R-2 Senior Secured Floating Rate Notes
-
59,500,000
Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes
26,000,000
-
Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes
6,500,000
-
Class C-R-2 Deferrable Mezzanine Floating Rate Notes
-
22,500,000
Discount on Class C-R-2 Notes
-
(530,448 )
Class D-R-2 Deferrable Mezzanine Floating Rate Notes
-
31,000,000
Discount on Class D-R-2 Notes
-
(965,259 )
Class D-R-3 Deferrable Mezzanine Floating Rate Notes
39,000,000
-
Discount on Class D-R-3 Notes
(292,368 )
-
Class E-1-R-2 Deferrable Mezzanine Floating Rate Notes
-
27,000,000
Class E-2-R-2 Deferrable Mezzanine Fixed Rate Notes
-
-
Class E-R-3 Deferrable Mezzanine Floating Rate Notes
27,625,000
-
Discount on Class E-R-3 Notes
(3,037,380 )
-
Class F-R-2 Deferrable Junior Floating Rate Notes
-
2,500,000
Class F-R-3 Notes Deferrable Junior Floating Rate Notes
17,875,000
-
Class G-R-2 Deferrable Junior Floating Rate Notes
-
7,500,000
Deferred debt financing costs
(2,276,780 )
(2,340,764 )
Subordinated Notes
111,000,000
69,500,000
Discount on Subordinated Notes
(48,039,412 )
(22,899,324 )
Total liabilities
$ 738,221,266
$ 556,981,893
NET ASSETS
Ordinary equity, par value $1.00, 250 ordinary shares authorized, 250 and 250 common shares issued and outstanding, respectively
$ 250
$ 250
Total distributable earnings (loss)
(28,538,114 )
(35,102,419 )
Total net assets
(28,537,864 )
(35,102,169 )
Total liabilities and net assets
$ 709,683,402
$ 521,879,724
See accompanying notes
to financial statements.
S- 3
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Statements
of Operations
For the year ended
February 28,
2021
February 29,
2020
February 28,
2019
INVESTMENT INCOME
Total interest from investments
$ 27,100,908
$ 32,413,402
$ 23,413,966
Interest from cash and cash equivalents
3,835
98,964
25,848
Other income
729,235
416,089
623,032
Total investment income
27,833,978
32,928,455
24,062,846
EXPENSES
Interest and debt financing expenses
25,903,182
28,511,147
19,612,756
Base management fee
501,526
500,761
344,436
Subordinated management fee
2,006,101
2,003,043
1,377,744
Incentive fees
-
-
567,932
Professional fees
454,136
322,170
345,407
Trustee expenses
213,212
194,169
181,492
Other expense
55,702
71,096
98,496
Total expenses
29,133,859
31,602,386
22,528,263
NET INVESTMENT INCOME (LOSS)
(1,299,881 )
1,326,069
1,534,583
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized loss from investments
(10,922,627 )
(4,795,185 )
(1,344,711 )
Net change in unrealized depreciation on investments
21,775,577
(13,733,384 )
(5,644,371 )
Net realized and unrealized gain (loss) on investments
10,852,950
(18,528,569 )
(6,989,082 )
Realized losses on extinguishment of debt*
(2,988,764 )
-
(1,199,851 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 6,564,305
$ (17,202,500 )
$ (6,654,350 )
* Certain prior period amounts have been reclassified to conform
to current period presentation.
See
accompanying notes to financial statements.
S- 4
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Statement
of Changes
February
28, 2021
For the year ended
February 28,
2021
February 29,
2020
February 28,
2019
INCREASE (DECREASE) FROM OPERATIONS:
Net investment income (loss)
$ (1,299,881 )
$ 1,326,069
$ 1,534,583
Net realized gain (loss) from investments
(10,922,627 )
(4,795,185 )
(1,344,711 )
Realized losses on extinguishment of debt
(2,988,764 )
-
(1,199,851 )
Net change in unrealized appreciation (depreciation) on investments
21,775,577
(13,733,384 )
(5,644,371 )
Net increase (decrease) in net assets resulting from operations
6,564,305
(17,202,500 )
(6,654,350 )
Total increase (decrease) in net assets
6,564,305
(17,202,500 )
(6,654,350 )
Net assets at beginning of period
(35,102,169 )
(17,899,669 )
(11,245,319 )
Net assets at end of period
$ (28,537,864 )
$ (35,102,169 )
$ (17,899,669 )
See
accompanying notes to financial statements.
S- 5
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Statement
of Cash Flows
February
28, 2021
For the year ended
February 28,
2021
February 29,
2020
February 28,
2019
Operating activities
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 6,564,305
$ (17,202,500 )
$ (6,654,350 )
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Payment-in-kind and other adjustments to cost
261,032
386,212
(178,424 )
Net accretion of discount on investments
(2,346,642 )
(1,623,059 )
(725,719 )
Amortization of discount and deferred debt financing costs
3,211,790
2,751,310
1,140,966
Realized Loss on extinguishment of debt
2,988,764
-
1,199,851
Net realized (gain) loss from investments
10,922,627
4,795,185
1,344,711
Net change in unrealized (appreciation) depreciation on investments
(21,775,577 )
13,733,384
5,644,371
Proceeds from sales and repayments of investments
142,702,281
210,110,101
179,863,573
Purchases of investments
(220,783,828 )
(229,996,697 )
(378,523,269 )
(Increase) decrease in operating assets:
Interest receivable
(202,810 )
809,972
(450,567 )
Receivable from open trades
8,517,946
(2,564,391 )
4,540,262
Other assets
(34,342 )
(84,526 )
-
Increase (decrease) in operating liabilities:
-
Interest and debt fees payable
(1,965,955 )
(2,873,284 )
3,773,044
Payable for open trades
29,625,097
10,441,224
1,760,889
Accrued base management fee
(47,511 )
(53,978 )
74,874
Accrued subordinated management fee
(190,051 )
(215,909 )
299,496
Accrued incentive fee
-
-
(65,300 )
Accounts payable and accrued expenses
727,938
(1,139,288 )
1,221,110
Due to affiliate
2,600,000
(1,673,747 )
1,673,747
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
(39,224,936 )
(14,399,991 )
(184,060,735 )
Financing activities
Borrowings on debt
627,359,912
5,100,000
482,078,750
Paydowns on debt
(475,100,000 )
-
(282,400,000 )
Deferred debt financing costs paid
(7,970,611 )
(114,621 )
(2,892,182 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
144,289,301
4,985,379
196,786,568
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
105,064,365
(9,414,612 )
12,725,833
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
9,081,041
18,495,653
5,769,820
CASH AND CASH EQUIVALENTS, END OF PERIOD
$ 114,145,406
$ 9,081,041
$ 18,495,653
Supplemental Information:
Interest paid during the period
$ 24,657,347
$ 28,633,121
$ 14,698,746
Supplemental non-cash information:
Paid-in-kind interest income and other adjustments to cost
$ (261,032 )
$ (386,212 )
$ 178,424
Net accretion of discount on investments
2,346,642
1,623,059
725,719
Amortization of deferred debt financing costs
3,211,790
2,751,310
1,140,966
See
accompanying notes to financial statements.
S- 6
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February
28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
Covia Holdings C/S (Unimin)
Metals & Mining
Common Stock
Equity
-
-
-
-
-
49,312
385,327
$ 362,443
Fusion Connect Warrant
Telecommunications
Warrants
Equity
-
-
-
-
-
32,832
-
328
J Jill Common Stock
Retail
Common Stock
Equity
-
-
-
-
-
5,085
-
24,966
McDermott International (Americas), Inc.
Energy: Oil & Gas
Lealand Finance (McDermott International) C/S - Cl
Equity
-
-
-
-
-
141,797
141,797
113,438
ABB Con-Cise Optical Group LLC
Consumer goods: Non-durable
Term Loan B
Loan
6M USD LIBOR+
5.00 %
1.00 %
6.00 %
6/15/2023
2,060,408
$ 2,046,779
1,952,875
Adtalem Global Education Inc.
Services: Business
Adtalem Global Education T/L B (02/21)
Loan
1M USD LIBOR+
4.50 %
0.75 %
5.25 %
2/12/2028
2,000,000
1,980,000
1,980,000
Advisor Group, Inc.
Banking, Finance, Insurance & Real Estate
Advisor Group Holdings T/L B1
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.61 %
7/31/2026
995,000
994,026
996,383
Aegis Sciences Corporation
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
6.50 %
5/9/2025
3,867,445
3,842,999
3,527,419
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan (09/20)
Loan
1M USD LIBOR+
2.75 %
0.75 %
3.50 %
1/4/2026
500,000
495,337
497,500
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan (1/19)
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.88 %
1/4/2026
491,250
491,250
487,566
Ahead Data Blue, LLC
Services: Business
Term Loan (10/20)
Loan
6M USD LIBOR+
5.00 %
1.00 %
6.00 %
9/18/2027
3,000,000
2,885,073
3,017,250
AI Convoy (Luxembourg) S.a.r.l.
Aerospace & Defense
AI Convoy (Luxembourg) USD T/L B
Loan
6M USD LIBOR+
3.50 %
1.00 %
4.50 %
1/18/2027
1,488,750
1,482,360
1,486,353
AIS HoldCo, LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.00 %
5.21 %
8/15/2025
5,246,875
5,082,782
5,089,469
Alchemy Copyrights, LLC
Media: Diversified & Production
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.75 %
4.00 %
8/16/2027
498,750
495,356
498,750
Alchemy US Holdco 1, LLC
Metals & Mining
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.00 %
5.61 %
10/10/2025
1,900,000
1,879,839
1,850,923
Alion Science and Technology Corporation
Aerospace & Defense
Term Loan (2/21)
Loan
1M USD LIBOR+
2.75 %
0.75 %
3.50 %
7/23/2024
3,990,000
3,974,081
3,998,299
AlixPartners, LLP
Banking, Finance, Insurance & Real Estate
AlixPartners T/L B (01/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
1/27/2028
250,000
249,375
249,888
Allen Media, LLC
Media: Diversified & Production
Allen Media T/L B (1/20)
Loan
3M USD LIBOR+
5.50 %
0.00 %
5.75 %
2/10/2027
2,977,027
2,964,383
2,971,460
Altisource Solutions S.a r.l.
Banking, Finance, Insurance & Real Estate
Term Loan B (03/18)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
4/3/2024
1,223,297
1,218,530
1,040,940
Altium Packaging LLC
Containers, Packaging & Glass
Altium Packaging (Consolidated Container) T/L (01/
Loan
3M USD LIBOR+
2.75 %
0.50 %
3.25 %
1/29/2028
500,000
497,500
499,000
Altra Industrial Motion Corp.
Capital Equipment
Term Loan
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.11 %
10/1/2025
1,522,387
1,519,700
1,520,012
American Greetings Corporation
Media: Advertising, Printing & Publishing
Term Loan
Loan
1M USD LIBOR+
4.50 %
1.00 %
5.50 %
4/6/2024
4,230,503
4,228,066
4,239,302
American Trailer World Corp
Automotive
American Trailer World T/L
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
2/17/2028
2,000,000
1,990,000
1,990,000
AmeriLife Holdings LLC
Banking, Finance, Insurance & Real Estate
AmeriLife T/L
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.12 %
3/18/2027
1,492,642
1,484,080
1,490,149
AmWINS Group, LLC
Banking, Finance, Insurance & Real Estate
AmWINS Group (2/21) T/L
Loan
1M USD LIBOR+
2.25 %
0.75 %
3.00 %
2/17/2028
2,000,000
1,995,000
1,999,160
Anastasia Parent LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.00 %
4.00 %
8/11/2025
977,500
974,191
669,891
Anchor Glass Container Corporation
Containers, Packaging & Glass
Term Loan (07/17)
Loan
3M USD LIBOR+
2.75 %
1.00 %
3.75 %
12/7/2023
480,088
478,981
407,076
Anchor Packaging, LLC
Containers, Packaging & Glass
Term Loan B
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.11 %
7/10/2026
997,468
987,853
999,962
APi Group DE, Inc. (J2 Acquisition)
Services: Business
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
10/1/2026
990,000
985,758
990,000
APLP Holdings Limited Partnership
Energy: Electricity
APLP Holdings T/L B (01/20)
Loan
1M USD LIBOR+
2.50 %
1.00 %
3.50 %
4/14/2025
1,618,421
1,618,421
1,617,207
Apollo Commercial Real Estate Finance, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.86 %
5/15/2026
3,000,000
2,960,051
2,925,000
AppLovin Corporation
High Tech Industries
Applovin T/L B
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.61 %
8/15/2025
1,000,000
1,000,000
998,100
Aramark Corporation
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
1/15/2027
2,481,250
2,401,701
2,454,105
Arctic Glacier U.S.A., Inc.
Beverage, Food & Tobacco
Term Loan (3/18)
Loan
3M USD LIBOR+
3.50 %
1.00 %
4.50 %
3/20/2024
3,350,967
3,337,028
3,140,124
Aretec Group, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
10/1/2025
1,960,000
1,956,623
1,954,492
See accompanying notes to financial statements.
S- 7
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
ARISTOCRAT LEISURE LIMITED
Hotel, Gaming & Leisure
Term Loan (5/20)
Loan
2M USD LIBOR+
3.75 %
1.00 %
4.75 %
10/19/2024
995,000
978,205
1,000,184
ASG Technologies Group, Inc
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
7/31/2024
461,401
460,194
454,480
ASP MSG Acquisition Co., Inc
Beverage, Food & Tobacco
Term Loan (2/17)
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.00 %
8/16/2023
3,830,991
3,793,847
3,835,779
Aspen Dental Management, Inc.
Services: Consumer
Term Loan B
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.86 %
4/30/2025
1,950,276
1,944,024
1,926,872
Asplundh Tree Expert, LLC
Services: Business
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
9/4/2027
997,500
992,854
998,128
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B6
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.11 %
11/3/2023
328,929
327,483
328,244
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B8
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.36 %
12/18/2026
1,525,365
1,515,790
1,520,362
Avast Software S.R.O. (Sybil Finance)
High Tech Industries
Term Loan B (4/18)
Loan
3M USD LIBOR+
2.25 %
1.00 %
3.25 %
9/29/2023
650,351
642,686
650,351
Avaya, Inc.
Telecommunications
Term Loan B1
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
12/15/2027
1,755,766
1,745,975
1,760,437
Avaya, Inc.
Telecommunications
Avaya T/L B-2
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.11 %
12/15/2027
1,000,000
1,000,000
1,001,250
Avison Young (Canada) Inc
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.00 %
5.19 %
1/31/2026
3,441,108
3,392,968
3,441,108
Avolon TLB Borrower 1 (US) LLC
Capital Equipment
Term Loan B3
Loan
1M USD LIBOR+
1.75 %
0.75 %
2.50 %
1/15/2025
1,000,000
869,301
996,390
Avolon TLB Borrower 1 (US) LLC
Capital Equipment
Term Loan B5
Loan
1M USD LIBOR+
2.50 %
0.75 %
3.25 %
12/20/2027
500,000
495,171
500,625
Azalea TopCo, Inc.
Services: Business
Incremental Term Loan
Loan
3M USD LIBOR+
4.00 %
0.75 %
4.75 %
7/24/2026
500,000
495,287
501,250
B&G Foods, Inc.
Beverage, Food & Tobacco
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
10/10/2026
706,458
700,750
706,960
B.C. Unlimited Liability Co (Burger King)
Beverage, Food & Tobacco
Term Loan B4
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
11/19/2026
1,485,000
1,447,423
1,469,912
Baldwin Risk Partners, LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
10/14/2027
997,500
983,184
1,002,488
BALL METALPACK, LLC (PE Spray)
Containers, Packaging & Glass
Term Loan
Loan
3M USD LIBOR+
4.50 %
0.00 %
4.69 %
7/25/2025
3,904,887
3,891,579
3,887,823
Bass Pro Group, LLC
Retail
Term Loan B (02/21)
Loan
1M USD LIBOR+
4.25 %
0.75 %
5.00 %
2/26/2028
1,000,000
995,000
1,000,780
Berry Plastics Holding Corporation
Chemicals, Plastics, & Rubber
Term Loan Y
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.12 %
7/1/2026
4,937,374
4,932,962
4,932,980
Blackstone Mortgage Trust, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
4/23/2026
1,000,000
992,500
985,000
Blackstone Mortgage Trust, Inc.
Banking, Finance, Insurance & Real Estate
Blackstone Mortgage T/L B-2
Loan
1M USD LIBOR+
4.75 %
1.00 %
5.75 %
4/23/2026
1,494,994
1,484,017
1,498,731
Blount International, Inc.
Forest Products & Paper
Term Loan B (09/18)
Loan
1M USD LIBOR+
3.75 %
1.00 %
4.75 %
4/12/2023
3,418,806
3,416,907
3,422,225
Blucora, Inc.
Services: Consumer
Term Loan (11/17)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
5/22/2024
2,451,227
2,443,549
2,454,291
Bombardier Recreational Products, Inc.
Consumer goods: Durable
Term Loan (1/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.12 %
5/24/2027
1,485,050
1,473,875
1,475,620
Boxer Parent Company, Inc.
High Tech Industries
Boxer Parent Company T/L (BMC Software) (2/21)
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.90 %
10/2/2025
528,897
528,897
528,829
Bracket Intermediate Holding Corp
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
4.25 %
0.00 %
4.49 %
9/5/2025
977,500
974,177
975,868
BrightSpring Health Services (Phoenix Guarantor)
Healthcare & Pharmaceuticals
Phoenix Guarantor (Brightspring) T/L (02/21)
Loan
6M USD LIBOR+
3.50 %
0.00 %
3.76 %
3/5/2026
1,000,000
1,000,000
1,000,710
BroadStreet Partners, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B3
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.36 %
1/22/2027
2,009,429
2,007,872
1,996,207
Brookfield WEC Holdings Inc.
Energy: Electricity
Brookfield WEC T/L (Westinghouse) (1/21)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
8/1/2025
1,492,462
1,495,340
1,488,492
Buckeye Partners, L.P.
Utilities: Oil & Gas
Buckeye Partners T/L (1/21)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.37 %
11/1/2026
1,989,987
1,975,617
1,987,182
BW Gas & Convenience Holdings LLC
Beverage, Food & Tobacco
Term Loan
Loan
1M USD LIBOR+
6.25 %
0.00 %
6.37 %
11/18/2024
2,230,357
2,160,253
2,255,449
Cable & Wireless Communications Limited
Telecommunications
Term Loan B-5
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
1/31/2028
2,000,000
2,000,000
1,988,220
Callaway Golf Company
Retail
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.61 %
1/4/2026
690,000
679,310
692,298
Cardtronics Inc
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.00 %
6/29/2027
1,494,994
1,489,184
1,495,936
CareerBuilder, LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
6.75 %
1.00 %
7.75 %
7/31/2023
3,393,388
3,230,834
3,230,505
CareStream Health, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
6M USD LIBOR+
6.75 %
1.00 %
7.75 %
5/8/2023
2,306,786
2,302,501
2,298,136
Casa Systems, Inc
Telecommunications
Term Loan
Loan
6M USD LIBOR+
4.00 %
1.00 %
5.00 %
12/20/2023
1,440,000
1,433,828
1,435,205
See accompanying notes to financial statements.
S- 8
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
Castle US Holding Corporation
Media: Advertising, Printing & Publishing
Term Loan B (USD)
Loan
3M USD LIBOR+
3.75 %
0.00 %
4.00 %
1/27/2027
496,875
494,809
493,059
Catalent Pharma Solutions, Inc.
Healthcare & Pharmaceuticals
Term Loan B3 (2/21)
Loan
1M USD LIBOR+
2.00 %
0.50 %
2.50 %
5/18/2026
500,000
500,000
500,780
CBI BUYER, INC.
Consumer goods: Durable
New Trojan Parent (Careismatic/CBI Buyer) 1st Lien
Loan
1M USD LIBOR+
3.25 %
0.50 %
3.75 %
1/6/2028
1,000,000
997,597
1,000,630
CCI Buyer, Inc
Telecommunications
Term Loan
Loan
3M USD LIBOR+
4.00 %
0.75 %
4.75 %
12/17/2027
250,000
247,558
251,720
CCS-CMGC Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.00 %
5.61 %
9/25/2025
2,450,000
2,432,841
2,417,856
Cengage Learning Acquisitions, Inc.
Media: Advertising, Printing & Publishing
Term Loan
Loan
6M USD LIBOR+
4.25 %
1.00 %
5.25 %
6/7/2023
1,432,459
1,424,074
1,410,370
CenturyLink, Inc.
Telecommunications
Term Loan B (1/20)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
3/15/2027
2,970,000
2,967,083
2,957,170
Chemours Company, (The)
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.87 %
4/3/2025
989,822
940,018
979,617
CITADEL SECURITIES LP
Banking, Finance, Insurance & Real Estate
Citadel Securities T/L B (01/21)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
2/27/2028
5,000,000
4,993,750
4,970,300
Clarios Global LP
Automotive
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.61 %
4/30/2026
1,454,464
1,442,855
1,455,381
Claros Mortgage Trust, Inc
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
5.00 %
1.00 %
6.00 %
8/9/2026
997,475
972,272
999,968
CNT Holdings I Corp
Retail
Term Loan
Loan
6M USD LIBOR+
3.75 %
0.75 %
4.50 %
11/8/2027
500,000
497,627
501,955
Cole Haan
Consumer goods: Non-durable
Term Loan B
Loan
3M USD LIBOR+
5.50 %
0.00 %
5.69 %
2/7/2025
950,000
942,246
874,000
Compass Power Generation, LLC
Utilities: Electric
Term Loan B (08/18)
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
12/20/2024
1,802,012
1,798,648
1,796,390
Concordia Healthcare Corp.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
5.50 %
1.00 %
6.50 %
9/6/2024
1,159,370
1,118,148
1,156,472
Connect Finco SARL
Telecommunications
Term Loan (1/21)
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
12/11/2026
2,977,500
2,831,053
2,987,058
Consolidated Communications, Inc.
Telecommunications
Term Loan B (10/20)
Loan
1M USD LIBOR+
4.75 %
1.00 %
5.75 %
10/2/2027
997,500
983,260
1,002,328
CoreCivic, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (12/19)
Loan
1M USD LIBOR+
4.50 %
1.00 %
5.50 %
12/18/2024
3,454,545
3,404,660
3,340,822
CPI Card Group
Banking, Finance, Insurance & Real Estate
Term Loan B (1st Lien)
Loan
3M USD LIBOR+
4.50 %
1.00 %
5.50 %
8/17/2022
1,436,782
1,431,179
1,422,414
CSC Holdings LLC (Neptune Finco Corp.)
Media: Broadcasting & Subscription
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
1/15/2026
490,000
489,175
486,849
CSC Holdings LLC (Neptune Finco Corp.)
Media: Broadcasting & Subscription
Term Loan B (03/17)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
7/15/2025
1,954,315
1,936,120
1,941,925
CSC Holdings LLC (Neptune Finco Corp.)
Media: Broadcasting & Subscription
Term Loan B-5
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
4/15/2027
495,000
495,000
492,911
CTS Midco, LLC
High Tech Industries
Term Loan B
Loan
3M USD LIBOR+
6.00 %
1.00 %
7.00 %
11/2/2027
2,000,000
1,942,014
2,002,500
Daseke Inc
Transportation: Cargo
Replacement Term Loan
Loan
1M USD LIBOR+
5.00 %
1.00 %
6.00 %
2/27/2024
1,935,738
1,928,854
1,939,978
DCert Buyer, Inc.
High Tech Industries
DCert Buyer T/L (Digicert)
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.11 %
10/16/2026
1,500,000
1,500,000
1,500,540
Dealer Tire, LLC
Automotive
Dealer Tire T/L B-1
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
12/12/2025
2,970,000
2,963,784
2,966,288
Delek US Holdings, Inc.
Utilities: Oil & Gas
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
3/31/2025
6,380,682
6,326,939
6,247,773
Dell International LLC
High Tech Industries
Term Loan B-2
Loan
1M USD LIBOR+
1.75 %
0.75 %
2.00 %
9/19/2025
2,530,374
2,528,058
2,537,763
Delta 2 (Lux) S.a.r.l.
Hotel, Gaming & Leisure
Term Loan B
Loan
1M USD LIBOR+
2.50 %
1.00 %
3.50 %
2/1/2024
818,289
817,549
813,175
Delta Air Lines, Inc.
Transportation: Consumer
Term Loan B (4/20)
Loan
1M USD LIBOR+
4.75 %
1.00 %
5.75 %
4/29/2023
2,243,737
2,240,713
2,257,761
DHX Media Ltd.
Media: Broadcasting & Subscription
Term Loan
Loan
1M USD LIBOR+
4.25 %
1.00 %
5.25 %
12/29/2023
279,282
278,315
278,584
Diamond Sports Group, LLC
Media: Broadcasting & Subscription
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.37 %
8/24/2026
3,443,844
2,912,847
2,582,883
Digital Room LLC
Media: Advertising, Printing & Publishing
Term Loan
Loan
6M USD LIBOR+
5.00 %
0.00 %
5.27 %
5/21/2026
2,955,000
2,925,480
2,910,675
Dole Food Company Inc.
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
2.75 %
1.00 %
3.75 %
4/6/2024
456,250
455,172
456,410
DRW Holdings, LLC
Banking, Finance, Insurance & Real Estate
DRW Holdings T/L (2/21)
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.87 %
2/24/2028
552,519
549,756
551,138
DRW Holdings, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
11/29/2026
5,947,481
5,897,811
5,932,612
DTZ U.S. Borrower, LLC
Construction & Building
Term Loan
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.86 %
8/21/2025
3,915,462
3,901,786
3,886,801
EagleTree - Carbride Acquisition (Corsair Components)
Consumer goods: Durable
Term Loan
Loan
1M USD LIBOR+
3.75 %
1.00 %
4.75 %
8/28/2024
2,868,047
2,867,816
2,868,047
See accompanying notes to financial statements.
S- 9
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
Edelman Financial Group Inc., The
Banking, Finance, Insurance & Real Estate
Term Loan B (06/18)
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.11 %
7/21/2025
1,225,000
1,220,875
1,214,502
Electrical Components Inter., Inc.
Capital Equipment
Term Loan (6/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
6/26/2025
1,950,000
1,947,116
1,903,083
ELO Touch Solutions, Inc.
Media: Diversified & Production
Term Loan (12/18)
Loan
1M USD LIBOR+
6.50 %
0.00 %
6.61 %
12/14/2025
2,558,602
2,457,436
2,564,999
Encapsys, LLC (Cypress Performance Group)
Chemicals, Plastics, & Rubber
Term Loan B2
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.25 %
11/7/2024
492,284
488,655
492,284
Endo Luxembourg Finance Company I S.a.r.l.
Healthcare & Pharmaceuticals
Term Loan B (4/17)
Loan
3M USD LIBOR+
4.25 %
0.75 %
5.00 %
4/29/2024
3,896,646
3,879,939
3,869,057
Endure Digital, Inc.
High Tech Industries
Endurance International T/L B
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
1/27/2028
2,500,000
2,487,500
2,481,250
Ensemble RCM LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
3.75 %
0.00 %
3.96 %
7/24/2026
3,000,000
2,992,500
3,004,230
Enterprise Merger Sub Inc.
Healthcare & Pharmaceuticals
Term Loan B (06/18)
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.86 %
10/10/2025
4,900,000
4,891,890
4,204,200
EVERI Payments Inc.
Hotel, Gaming & Leisure
Everi Payments T/L B
Loan
1M USD LIBOR+
2.75 %
0.75 %
3.50 %
5/9/2024
3,000,000
3,000,000
2,988,120
EyeCare Partners, LLC
Healthcare & Pharmaceuticals
EyeCare Partners T/L B
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.86 %
2/18/2027
1,987,838
1,986,442
1,956,032
Finco I LLC
Banking, Finance, Insurance & Real Estate
FinCo T/L B (9/20) (Fortress Investment)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
6/27/2025
1,822,272
1,815,715
1,821,142
First Eagle Investment Management
Banking, Finance, Insurance & Real Estate
Refinancing Term Loan
Loan
3M USD LIBOR+
2.50 %
0.00 %
2.75 %
2/1/2027
5,395,500
5,375,893
5,378,990
Fitness International, LLC (LA Fitness)
Services: Consumer
Term Loan B (4/18)
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.25 %
4/18/2025
1,330,058
1,324,204
1,196,813
Flex Acquisition Company (Hilex Poly/Novolex) T/L (02/21)
Containers, Packaging & Glass
Term Loan
Loan
3M USD LIBOR+
4.00 %
0.50 %
4.50 %
3/2/2028
1,000,000
995,000
997,810
FOCUS FINANCIAL PARTNERS, LLC
Banking, Finance, Insurance & Real Estate
Focus Financial T/L (1/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.11 %
7/3/2024
500,000
499,435
497,815
Franchise Group, Inc.
Services: Consumer
Franchise Group First Out T/L
Loan
6M USD LIBOR+
4.75 %
0.75 %
5.50 %
10/25/2026
1,000,000
990,000
1,000,000
Franklin Square Holdings, L.P.
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.38 %
8/1/2025
4,398,742
4,374,564
4,382,247
Froneri International (R&R Ice Cream)
Beverage, Food & Tobacco
Term Loan B-2
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
1/29/2027
1,990,000
1,985,937
1,971,453
Fusion Telecommunications International Inc.
Telecommunications
Take Back 2nd Out Term Loan
Loan
6M USD LIBOR+
1.00 %
2.00 %
3.00 %
7/14/2025
813,105
795,920
412,651
Gemini HDPE LLC
Chemicals, Plastics, & Rubber
Term Loan B (12/20)
Loan
3M USD LIBOR+
3.00 %
0.50 %
3.50 %
12/31/2027
2,000,000
1,980,103
1,995,000
General Nutrition Centers, Inc. (b)
Retail
Term Loan B2
Loan
Prime+
7.75 %
0.75 %
11.00 %
3/4/2021
389,896
389,896
292,422
Genesee & Wyoming, Inc.
Transportation: Cargo
Term Loan (11/19)
Loan
3M USD LIBOR+
2.00 %
0.00 %
2.25 %
12/30/2026
1,488,750
1,482,600
1,489,986
GEO Group, Inc., The
Banking, Finance, Insurance & Real Estate
Term Loan Refinance
Loan
1M USD LIBOR+
2.00 %
0.75 %
2.75 %
3/22/2024
3,963,971
3,665,551
3,609,710
GGP Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
8/27/2025
3,969,542
3,201,121
3,862,603
GI Chill Acquisition LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
4.00 %
0.00 %
4.25 %
8/1/2025
2,443,750
2,435,372
2,448,344
Gigamon Inc.
Services: Business
Term Loan B
Loan
6M USD LIBOR+
3.75 %
0.75 %
4.50 %
12/27/2024
2,930,400
2,913,040
2,930,400
Global Business Travel (GBT) III Inc.
Hotel, Gaming & Leisure
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
8/13/2025
4,398,750
4,397,949
4,215,454
Global Tel*Link Corporation
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
11/29/2025
5,000,167
4,764,345
4,675,956
Go Wireless Holdings, Inc.
Telecommunications
Term Loan
Loan
1M USD LIBOR+
6.50 %
1.00 %
7.50 %
12/22/2024
3,024,675
2,992,914
3,017,114
Goodyear Tire & Rubber Company, The
Chemicals, Plastics, & Rubber
Second Lien Term Loan
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.12 %
3/3/2025
3,000,000
2,933,783
2,953,740
Graham Packaging T/L (2/21)
Containers, Packaging & Glass
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
8/4/2027
979,661
972,912
980,660
Greenhill & Co., Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.36 %
4/12/2024
3,419,615
3,393,171
3,398,243
Grosvenor Capital Management Holdings, LLLP
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.75 %
1.00 %
3.75 %
3/31/2025
2,399,991
2,398,303
2,395,791
Guidehouse LLP (fka PricewaterhouseCoopers)
Aerospace & Defense
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.11 %
5/1/2025
4,924,683
4,903,634
4,951,572
Harbor Freight Tools USA, Inc.
Retail
Term Loan B (10/20)
Loan
1M USD LIBOR+
3.25 %
0.75 %
4.00 %
10/20/2027
2,992,500
2,967,649
3,004,979
Harland Clarke Holdings Corp.
Media: Advertising, Printing & Publishing
Term Loan
Loan
3M USD LIBOR+
4.75 %
1.00 %
5.75 %
11/3/2023
1,612,899
1,607,974
1,536,738
Helix Gen Funding, LLc
Energy: Electricity
Term Loan B (02/17)
Loan
1M USD LIBOR+
3.75 %
1.00 %
4.75 %
6/3/2024
244,627
244,418
243,418
Hillman Group Inc. (The) (New)
Consumer goods: Durable
Hillman Group T/L B-1 (2/21)
Loan
6M USD LIBOR+
2.75 %
0.50 %
3.25 %
2/23/2028
3,523,207
3,514,399
3,523,207
See accompanying notes to financial statements.
S- 10
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
Hillman Group Inc. (The) (New)
Consumer goods: Durable
Hillman Group T/L B-2 (2/21)
Loan
6M USD LIBOR+
2.75 %
0.50 %
2.99 %
2/23/2028
632,911
631,329
632,911
Hillman Group Inc. (The) (New)(a)
Consumer goods: Durable
Unfunded Commitment
Loan
3M USD LIBOR+
2.75 %
0.50 %
0.00 %
2/23/2028
-
(2,110 )
-
HLF Financing SARL (Herbalife)
Consumer goods: Non-durable
Term Loan B (08/18)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
8/18/2025
3,910,000
3,897,913
3,912,111
Holley Purchaser, Inc
Automotive
Term Loan B
Loan
3M USD LIBOR+
5.00 %
0.00 %
5.21 %
10/24/2025
2,450,000
2,432,788
2,423,981
Howden Group Holdings
Banking, Finance, Insurance & Real Estate
Term Loan (1/21)
Loan
3M USD LIBOR+
3.25 %
0.75 %
4.00 %
11/12/2027
1,692,335
1,686,025
1,695,212
Hudson River Trading LLC
Banking, Finance, Insurance & Real Estate
Term Loan B (01/20)
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.11 %
2/18/2027
5,940,000
5,920,701
5,925,150
Idera, Inc.
High Tech Industries
Idera T/L (1/21)
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
6/28/2028
1,000,000
997,500
1,000,000
Idera, Inc.
High Tech Industries
Term Loan B
Loan
6M USD LIBOR+
4.00 %
1.00 %
5.00 %
6/27/2024
3,896,805
3,886,520
3,896,805
INEOS US PETROCHEM LLC
Chemicals, Plastics, & Rubber
INEOS US Petrochem T/L (INEOS Quattro)
Loan
1M USD LIBOR+
2.75 %
0.50 %
3.25 %
1/20/2026
1,000,000
995,073
1,003,750
INFINITE BIDCO LLC
Wholesale
Infinite Bidco T/L
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
2/22/2028
1,500,000
1,496,250
1,500,000
Inmar Acquisition Sub, Inc.
Services: Business
Term Loan B
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
5/1/2024
3,421,586
3,360,370
3,400,920
Innophos, Inc.
Chemicals, Plastics, & Rubber
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.61 %
2/4/2027
496,250
494,123
498,424
Intermediate Dutch Holdings
Services: Business
Nielsen Consumer T/L B
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.13 %
2/3/2028
250,000
248,750
250,313
Isagenix International, LLC
Beverage, Food & Tobacco
Term Loan
Loan
3M USD LIBOR+
5.75 %
1.00 %
6.75 %
6/14/2025
2,622,582
2,586,650
1,652,227
Ivory Merger Sub, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.62 %
3/14/2025
957,262
954,285
944,100
J Jill Group, Inc
Retail
Priming Term Loan
Loan
6M USD LIBOR+
5.00 %
1.00 %
6.00 %
5/8/2024
1,779,081
1,776,970
1,138,612
Jane Street Group
Banking, Finance, Insurance & Real Estate
Jane Street Group T/L (1/21)
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.86 %
1/31/2028
2,500,000
2,496,997
2,491,975
Jefferies Finance LLC / JFIN Co-Issuer Corp
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.13 %
6/3/2026
3,796,822
3,781,950
3,789,380
Journey Personal Care Corp.
Consumer goods: Non-durable
Journey Personal Care T/L B (Domtar)
Loan
6M USD LIBOR+
4.25 %
0.75 %
5.00 %
2/19/2028
1,000,000
995,000
1,002,500
JP Intermediate B, LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
6.50 %
11/15/2025
4,423,877
4,386,340
4,154,021
KAR Auction Services, Inc.
Automotive
Term Loan B (09/19)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.44 %
9/19/2026
246,875
246,391
243,172
Kindred Healthcare, Inc.
Healthcare & Pharmaceuticals
Term Loan (6/18)
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.63 %
7/2/2025
1,979,747
1,962,749
1,982,222
Klockner-Pentaplast of America, Inc.
Containers, Packaging & Glass
Klockner Pentaplast T/L (Kleopatra)
Loan
1M USD LIBOR+
4.75 %
0.50 %
5.25 %
2/4/2026
1,500,000
1,492,500
1,500,945
Kodiak BP, LLC
Construction & Building
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.75 %
4.00 %
2/26/2028
500,000
497,500
499,375
KREF Holdings X LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
3M USD LIBOR+
4.75 %
1.00 %
5.75 %
8/4/2027
500,000
488,256
501,250
Lakeland Tours, LLC
Hotel, Gaming & Leisure
2nd Out Take Back PIK Term Loan
Loan
3M USD LIBOR+
1.50 %
1.25 %
2.75 %
9/25/2025
585,723
478,159
524,222
Lakeland Tours, LLC
Hotel, Gaming & Leisure
Third Out PIK Term Loan
Loan
3M USD LIBOR+
1.50 %
1.25 %
2.75 %
9/25/2025
777,562
451,283
515,780
Lakeland Tours, LLC
Hotel, Gaming & Leisure
Holdco Fixed Term Loan
Loan
Fixed
13.25 %
0.00 %
13.25 %
9/27/2027
763,381
128,938
277,359
Lakeland Tours, LLC
Hotel, Gaming & Leisure
Priority Exit PIK Term Loan (9/20)
Loan
3M USD LIBOR+
6.00 %
1.25 %
7.25 %
9/25/2023
306,588
292,181
306,076
Lealand Finance Company B.V.
Energy: Oil & Gas
Exit Term Loan
Loan
1M USD LIBOR+
1.00 %
0.00 %
1.11 %
6/30/2025
324,682
324,682
209,258
Learfield Communications, Inc
Media: Advertising, Printing & Publishing
Initial Term Loan (A-L Parent)
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.25 %
12/1/2023
480,000
478,959
439,296
Lifetime Brands, Inc
Consumer goods: Non-durable
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
2/28/2025
2,905,639
2,876,036
2,878,413
Liftoff Mobile, Inc.
Media: Advertising, Printing & Publishing
Liftoff Mobile T/L
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
2/17/2028
1,000,000
995,000
997,500
Lightstone Generation LLC
Energy: Electricity
Term Loan B
Loan
3M USD LIBOR+
3.75 %
1.00 %
4.75 %
1/30/2024
1,322,520
1,321,129
1,133,241
Lightstone Generation LLC
Energy: Electricity
Term Loan C
Loan
3M USD LIBOR+
3.75 %
1.00 %
4.75 %
1/30/2024
74,592
74,517
63,917
Lindblad Expeditions, Inc.
Hotel, Gaming & Leisure
Cayman Term Loan
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
3/21/2025
98,191
98,037
90,827
Lindblad Expeditions, Inc.
Hotel, Gaming & Leisure
US 2018 Term Loan
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
3/21/2025
392,764
392,147
363,307
Liquidnet Holdings, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
6M USD LIBOR+
3.25 %
1.00 %
4.25 %
7/11/2024
1,960,766
1,957,232
1,952,237
LogMeIn, Inc.
High Tech Industries
Term Loan (8/20)
Loan
1M USD LIBOR+
4.75 %
0.00 %
4.87 %
8/31/2027
4,000,000
3,927,780
3,996,680
LPL Holdings, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B1
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.87 %
11/11/2026
1,232,760
1,230,271
1,224,032
See accompanying notes to financial statements.
S- 11
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
MA FinanceCo LLC
High Tech Industries
Term Loan B4
Loan
3M USD LIBOR+
4.25 %
1.00 %
5.25 %
5/29/2025
2,474,961
2,466,727
2,502,804
Marriott Ownership Resorts, Inc.
Hotel, Gaming & Leisure
Term Loan (11/19)
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
8/29/2025
1,317,074
1,317,074
1,296,080
Match Group, Inc, The
Services: Consumer
Term Loan (1/20)
Loan
3M USD LIBOR+
1.75 %
0.00 %
1.95 %
2/15/2027
250,000
249,476
247,735
Mayfield Agency Borrower Inc. (FeeCo)
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.61 %
2/28/2025
3,427,214
3,397,660
3,380,090
McAfee, LLC
Services: Business
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.86 %
9/30/2024
1,928,400
1,921,750
1,932,121
McGraw-Hill Global Education Holdings, LLC
Media: Advertising, Printing & Publishing
Term Loan B
Loan
3M USD LIBOR+
4.75 %
1.00 %
5.75 %
11/1/2024
2,544,391
2,364,344
2,538,666
Meredith Corporation
Media: Advertising, Printing & Publishing
Term Loan B2
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
1/31/2025
578,738
577,965
575,555
Mermaid Bidco Inc.
High Tech Industries
Term Loan 12/20
Loan
2M USD LIBOR+
4.25 %
0.75 %
5.00 %
12/1/2027
500,000
497,584
501,565
Messer Industries, LLC
Chemicals, Plastics, & Rubber
Term Loan B
Loan
3M USD LIBOR+
2.50 %
0.00 %
2.75 %
3/1/2026
3,944,962
3,923,644
3,942,003
Michaels Stores, Inc.
Retail
Term Loan B (9/20)
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
10/1/2027
2,571,414
2,565,167
2,567,557
Midwest Physician Administrative Services LLC (Dupage Medical Group)
Healthcare & Pharmaceuticals
Term Loan (2/18)
Loan
1M USD LIBOR+
2.75 %
0.75 %
3.50 %
8/15/2024
961,003
958,186
960,522
Mitchell International, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (7/20)
Loan
1M USD LIBOR+
4.25 %
0.50 %
4.75 %
11/29/2024
997,500
944,391
1,000,991
MKS Instruments, Inc.
High Tech Industries
Term Loan B6
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
2/2/2026
877,977
871,414
878,530
MLN US Holdco LLC
Telecommunications
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.61 %
12/1/2025
980,000
978,728
913,605
MMM Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
6M USD LIBOR+
5.75 %
1.00 %
6.75 %
12/24/2026
6,724,026
6,605,313
6,730,347
MRC Global Inc.
Metals & Mining
Term Loan B2
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.11 %
9/20/2024
484,961
484,234
477,687
Murphy USA Inc.
Retail
Murphy Oil USA T/L (Quick Chek)
Loan
1M USD LIBOR+
1.75 %
0.50 %
2.25 %
1/21/2028
250,000
249,384
250,938
MW Industries, Inc. (Helix Acquisition Holdings)
Capital Equipment
Term Loan (2019 Incremental)
Loan
3M USD LIBOR+
3.75 %
0.00 %
4.00 %
9/30/2024
2,842,097
2,802,381
2,740,265
Natgasoline LLC
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.63 %
11/14/2025
1,487,455
1,457,602
1,483,737
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
National Mentor /Civitas (2/21) T/L C
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
2/17/2028
87,464
87,026
87,289
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.37 %
3/9/2026
1,880,666
1,866,176
1,878,014
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan C
Loan
3M USD LIBOR+
4.25 %
0.00 %
4.51 %
3/9/2026
86,065
85,428
85,943
National Mentor Holdings, Inc.
Healthcare & Pharmaceuticals
National Mentor/ Civitas (2/21) T/L
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
2/17/2028
2,623,907
2,610,787
2,618,659
National Mentor/ Civitas (2/21) DDTL (a)
Healthcare & Pharmaceuticals
National Mentor (Civitas) T/L B (2/19)
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.37 %
3/9/2026
-
-
(577 )
NeuStar, Inc.
Telecommunications
Term Loan B4 (03/18)
Loan
3M USD LIBOR+
3.50 %
1.00 %
4.50 %
8/8/2024
2,641,566
2,611,256
2,542,032
NeuStar, Inc.
Telecommunications
Term Loan B-5
Loan
3M USD LIBOR+
4.50 %
1.00 %
5.50 %
8/8/2024
885,162
873,202
859,050
Nexstar Broadcasting, Inc. (Mission Broadcasting)
Media: Broadcasting & Subscription
Nexstar Broadcasting T/L B4 (6/19)
Loan
1M USD LIBOR+
2.75 %
0.00 %
2.87 %
9/18/2026
1,113,795
1,101,160
1,114,842
Next Level Apparel, Inc.
Retail
Term Loan
Loan
3M PL WIBOR+
6.00 %
1.00 %
7.00 %
8/9/2024
1,866,250
1,853,906
1,716,950
NM Z Parent Inc (Zep Inc)
Chemicals, Plastics, & Rubber
Term Loan
Loan
6M USD LIBOR+
4.00 %
1.00 %
5.00 %
8/9/2024
2,418,750
2,411,955
2,392,845
NorthPole Newco S.a.r.l
Aerospace & Defense
Term Loan
Loan
3M USD LIBOR+
7.00 %
0.00 %
7.25 %
3/3/2025
5,312,500
4,890,323
4,774,609
Novetta Solutions, LLC
Aerospace & Defense
Term Loan
Loan
3M USD LIBOR+
5.00 %
1.00 %
6.00 %
10/16/2022
1,899,870
1,894,609
1,889,193
Novetta Solutions, LLC
Aerospace & Defense
Second Lien Term Loan
Loan
3M USD LIBOR+
8.50 %
1.00 %
9.50 %
10/16/2023
1,000,000
995,635
997,500
NPC International, Inc. (b)
Beverage, Food & Tobacco
Term Loan
Loan
Prime+
4.50 %
1.00 %
7.75 %
4/19/2024
487,500
487,124
430,463
Nuvei Technologies Corp.
High Tech Industries
US Term Loan
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
9/29/2025
250,000
249,712
251,563
Owens & Minor
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.00 %
4.62 %
5/2/2025
487,500
481,151
488,631
Pacific Gas and Electric Company
Utilities: Electric
PG&E Corp T/L
Loan
1M USD LIBOR+
3.00 %
0.50 %
3.50 %
6/18/2025
1,494,994
1,487,395
1,499,195
PAE Holding Corp
Aerospace & Defense
Term Loan B (10/20)
Loan
3M USD LIBOR+
4.50 %
0.75 %
5.25 %
10/14/2027
2,000,000
1,971,195
2,009,160
Panther Guarantor II, L.P. (Forcepoint)
High Tech Industries
Panther Commercial T/L (1/21) (Forcepoint)
Loan
3M USD LIBOR+
4.50 %
0.50 %
4.71 %
1/7/2028
500,000
496,307
499,375
Pathway Partners Vet Management Company LLC
Services: Business
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.86 %
3/31/2027
496,437
485,943
496,934
PaySafe Group PLC
Services: Business
Term Loan B1 (PI UK Holdco II)
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
1/3/2025
1,458,750
1,453,593
1,457,320
PCI Gaming Authority
Hotel, Gaming & Leisure
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
5/29/2026
878,269
874,719
876,803
Penn National Gaming
Hotel, Gaming & Leisure
Term Loan B-1
Loan
1M USD LIBOR+
2.25 %
0.75 %
3.00 %
10/15/2025
1,782,979
1,722,678
1,780,109
Peraton Corp.
Aerospace & Defense
Peraton T/L B
Loan
6M USD LIBOR+
3.75 %
0.75 %
4.50 %
2/22/2028
1,811,655
1,802,597
1,818,449
Peraton Corp. (a)
Aerospace & Defense
Unfunded Commitment
Loan
6M USD LIBOR+
3.75 %
0.75 %
4.50 %
2/1/2028
-
(15,942 )
11,956
PGX Holdings, Inc.
Services: Consumer
Term Loan
Loan
12M USD LIBOR+
5.25 %
1.00 %
6.25 %
9/29/2023
3,149,230
3,127,880
2,998,508
Pitney Bowes Inc
Services: Business
Term Loan B
Loan
1M USD LIBOR+
5.50 %
0.00 %
5.62 %
1/7/2025
2,887,500
2,625,587
2,875,459
See accompanying notes to financial statements.
S- 12
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
Pixelle Specialty Solutions LLC
Forest Products & Paper
Term Loan
Loan
1M USD LIBOR+
6.50 %
1.00 %
7.50 %
10/31/2024
3,535,026
3,510,411
3,531,491
Plastipak Holdings Inc.
Containers, Packaging & Glass
Plastipak Packaging T/L B (04/18)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.62 %
10/14/2024
2,789,599
2,771,753
2,788,288
Playtika Holding Corp.
High Tech Industries
Term Loan B (12/19)
Loan
6M USD LIBOR+
6.00 %
1.00 %
7.00 %
12/10/2024
2,837,975
2,793,084
2,850,746
PointClickCare Technologies, Inc.
High Tech Industries
Term Loan B
Loan
6M USD LIBOR+
3.00 %
0.75 %
3.75 %
12/15/2027
500,000
497,597
502,500
Polymer Process Holdings, Inc.
Containers, Packaging & Glass
Term Loan
Loan
1M USD LIBOR+
4.75 %
0.75 %
5.50 %
2/12/2028
5,000,000
4,932,905
4,950,000
PPD, Inc.
Healthcare & Pharmaceuticals
Term Loan (12/20)
Loan
1M USD LIBOR+
2.25 %
0.50 %
2.75 %
1/13/2028
500,000
497,556
501,530
Pre-Paid Legal Services, Inc.
Services: Business
Incremental Term Loan
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
5/1/2025
997,500
983,807
1,001,869
Presidio, Inc.
Services: Business
Term Loan B (1/20)
Loan
3M USD LIBOR+
3.50 %
0.00 %
3.72 %
1/22/2027
497,500
496,508
498,120
Prime Security Services Borrower, LLC (ADT)
Services: Consumer
Term Loan (1/21)
Loan
12M USD LIBOR+
2.75 %
0.75 %
3.50 %
9/23/2026
3,583,174
3,568,406
3,585,178
Priority Payment Systems LLC
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
6.50 %
1.00 %
7.50 %
1/3/2023
1,690,068
1,685,378
1,681,615
PriSo Acquisition Corporation
Construction & Building
Park River Holdings T/L (01/21)
Loan
3M USD LIBOR+
3.25 %
0.75 %
4.00 %
12/28/2027
500,000
497,500
500,535
Project Leopard T/L (Kofax)
High Tech Industries
Term Loan
Loan
3M USD LIBOR+
5.05 %
1.00 %
5.25 %
7/8/2024
500,000
498,750
500,468
Prometric Inc. (Sarbacane Bidco)
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
3.00 %
1.00 %
4.00 %
1/29/2025
486,338
484,893
472,961
PUG LLC
Services: Consumer
Term Loan B (02/20)
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.61 %
2/12/2027
490,025
487,871
475,323
Rackspace Technology Global, Inc.
High Tech Industries
Rackspace Technology Global T/L B
Loan
3M USD LIBOR+
2.75 %
0.75 %
3.50 %
2/2/2028
500,000
497,527
499,615
Radiology Partners Holdings, LLC
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.37 %
7/4/2025
1,432,727
1,427,557
1,426,466
Ravago Holdings America
Chemicals, Plastics, & Rubber
Ravago (2/21) T/L
Loan
6M USD LIBOR+
2.50 %
0.00 %
2.75 %
2/9/2028
1,000,000
997,500
999,380
RealPage, Inc.
High Tech Industries
RealPage T/L (2/21)
Loan
1M USD LIBOR+
3.25 %
0.50 %
3.38 %
2/17/2028
3,000,000
2,992,500
3,001,260
Redstone Buyer, LLC
High Tech Industries
Term Loan
Loan
3M USD LIBOR+
5.00 %
1.00 %
6.00 %
9/1/2027
997,500
979,386
1,009,141
Renaissance Learning T/L (5/18)
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.36 %
5/30/2025
3,000,000
2,970,900
2,968,740
Rent-A-Center, Inc.
Retail
Rent-A-Center T/L B (01/21)
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
1/17/2028
500,000
497,500
503,125
REP WWEX (Worldwide Express) Aquisition Parent, LLC
Transportation: Consumer
Term Loan B
Loan
6M USD LIBOR+
4.00 %
1.00 %
5.00 %
2/2/2024
1,927,839
1,926,592
1,932,658
Research Now Group, Inc
Media: Advertising, Printing & Publishing
Term Loan
Loan
6M USD LIBOR+
5.50 %
1.00 %
6.50 %
12/20/2024
3,887,330
3,796,436
3,881,499
Resideo Funding Inc.
Services: Consumer
Resideo Funding T/L (1/21) (Resideo Technologies)
Loan
3M USD LIBOR+
2.25 %
0.50 %
2.75 %
2/11/2028
1,500,000
1,496,250
1,496,250
Resolute Investment Managers (American Beacon), Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/20)
Loan
3M USD LIBOR+
3.75 %
1.00 %
4.75 %
4/30/2024
2,651,324
2,651,324
2,657,952
Rexnord LLC
Capital Equipment
Term Loan (11/19)
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
8/21/2024
862,069
862,069
860,724
Reynolds Consumer Products LLC
Containers, Packaging & Glass
Reynolds Consumer Products T/L
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
1/29/2027
1,306,932
1,305,639
1,307,912
Reynolds Group Holdings Inc.
Metals & Mining
Term Loan B2
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.36 %
2/5/2026
2,000,000
1,986,099
1,991,660
Robertshaw US Holding Corp.
Consumer goods: Durable
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
2/28/2025
972,500
970,927
916,581
Rocket Software, Inc.
High Tech Industries
Term Loan (11/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
11/28/2025
2,935,063
2,925,286
2,939,114
RP Crown Parent, LLC
High Tech Industries
Term Loan B (07/20)
Loan
1M USD LIBOR+
3.00 %
1.00 %
4.00 %
1/31/2026
1,990,000
1,981,157
1,992,488
Russell Investments US Inst'l Holdco, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (10/20)
Loan
6M USD LIBOR+
3.00 %
1.00 %
4.00 %
6/2/2025
5,637,965
5,591,015
5,648,565
RV Retailer LLC
Automotive
RVR Dealership Holdings T/L (RV Retailer)
Loan
3M USD LIBOR+
4.00 %
0.75 %
4.75 %
1/28/2028
2,000,000
1,980,404
1,992,500
Ryan Specialty Group LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.75 %
4.00 %
9/1/2027
498,750
491,823
499,373
Sally Holdings LLC
Retail
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.37 %
7/5/2024
768,409
766,247
768,409
Samsonite International S.A.
Consumer goods: Non-durable
Term Loan B2
Loan
1M USD LIBOR+
4.50 %
1.00 %
5.50 %
4/25/2025
995,000
968,936
1,002,463
Savage Enterprises, LLC
Energy: Oil & Gas
Term Loan B (02/20)
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.12 %
8/1/2025
1,769,504
1,754,769
1,771,999
Schweitzer-Mauduit International, Inc.
High Tech Industries
Schweitzer-Mauduit T/L B
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
1/27/2028
1,000,000
990,000
997,500
Seadrill Operating LP (b)
Energy: Oil & Gas
PIK Revolver
Loan
1M USD LIBOR+
0.00 %
1.00 %
1.00 %
3/31/2021
25,683
25,656
27,224
Seadrill Operating LP (b)
Energy: Oil & Gas
Term Loan B
Loan
1M USD LIBOR+
8.00 %
1.00 %
9.00 %
3/31/2021
897,442
897,442
86,379
Shutterfly Inc
Media: Advertising, Printing & Publishing
Term Loan B
Loan
3M USD LIBOR+
6.00 %
1.00 %
7.00 %
9/25/2026
800,968
767,474
803,403
Sirius Computer Solutions, Inc.
High Tech Industries
Term Loan 1/20
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.61 %
7/1/2026
1,970,100
1,966,584
1,970,809
See accompanying notes to financial statements.
S- 13
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
SMG US Midco 2, Inc.
Services: Business
Term Loan (01/20)
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
1/23/2025
495,000
495,000
470,869
Sotheby's
Services: Business
Term Loan (1/21)
Loan
3M USD LIBOR+
4.75 %
0.75 %
5.50 %
1/15/2027
3,289,283
3,230,819
3,312,571
Specialty Pharma III Inc.
Services: Business
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.75 %
5.25 %
2/24/2028
2,000,000
1,980,000
1,980,000
Spectrum Brands, Inc.
Consumer goods: Durable
Spectrum Brands T/L (2/21)
Loan
1M USD LIBOR+
2.00 %
0.50 %
2.50 %
2/19/2028
500,000
498,750
501,250
SRAM, LLC
Consumer goods: Durable
Term Loan
Loan
1M USD LIBOR+
2.75 %
1.00 %
3.75 %
3/15/2024
2,221,329
2,219,239
2,225,505
SS&C Technologies, Inc.
Services: Business
Term Loan B4
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
4/16/2025
178,883
178,618
178,212
SS&C Technologies, Inc.
Services: Business
Term Loan B-5
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
4/16/2025
488,567
487,746
486,735
SS&C Technologies, Inc.
Services: Business
Term Loan B3
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
4/16/2025
234,915
234,561
234,034
Staples, Inc.
Wholesale
Term Loan (03/19)
Loan
3M USD LIBOR+
5.00 %
0.00 %
5.21 %
4/16/2026
4,431,567
4,285,772
4,340,853
Stats LLC
Hotel, Gaming & Leisure
Term Loan
Loan
3M USD LIBOR+
5.25 %
0.00 %
5.45 %
7/10/2026
1,980,000
1,940,067
1,972,575
Storable, Inc
High Tech Industries
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.50 %
3.75 %
2/26/2028
500,000
498,750
500,000
Syncsort Incorporated
High Tech Industries
Term Loan (1/21)
Loan
3M USD LIBOR+
4.75 %
0.75 %
5.50 %
8/16/2024
1,935,450
1,922,522
1,939,476
Teneo Holdings LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
5.25 %
1.00 %
6.25 %
7/15/2025
2,468,750
2,392,146
2,471,836
Tenneco Inc
Capital Equipment
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.11 %
10/1/2025
1,470,000
1,459,901
1,440,233
Ten-X, LLC
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.00 %
9/27/2024
1,940,000
1,938,385
1,841,390
The Octave Music Group, Inc (Touchtunes)
Services: Business
Term Loan B
Loan
1M USD LIBOR+
5.25 %
1.00 %
6.25 %
5/29/2025
3,896,552
3,862,705
3,584,828
Thor Industries, Inc.
Automotive
Term Loan (USD)
Loan
1M USD LIBOR+
3.75 %
0.00 %
3.88 %
2/1/2026
2,935,080
2,874,260
2,937,839
Tivity Health, Inc.
Healthcare & Pharmaceuticals
Term Loan A
Loan
1M USD LIBOR+
4.25 %
0.00 %
4.36 %
3/7/2024
558,772
555,085
556,677
Tivity Health, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
5.25 %
0.00 %
5.36 %
3/6/2026
1,064,955
1,044,356
1,060,461
Tosca Services, LLC
Containers, Packaging & Glass
Term Loan (2/21)
Loan
1M USD LIBOR+
3.50 %
0.75 %
4.25 %
8/18/2027
500,000
493,032
501,565
Transdigm, Inc.
Aerospace & Defense
Term Loan G (02/20)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
8/22/2024
4,065,230
4,068,753
4,014,415
Travel Leaders Group, LLC
Hotel, Gaming & Leisure
Term Loan B (08/18)
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.11 %
1/25/2024
2,437,500
2,435,050
2,268,411
TRC Companies, Inc.
Services: Business
Term Loan
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
6/21/2024
3,315,141
3,307,088
3,311,826
TRC Companies, Inc.
Services: Business
TRC Companies T/L (1/21)
Loan
1M USD LIBOR+
4.50 %
0.75 %
5.25 %
6/21/2024
2,479,433
2,468,047
2,485,631
Trico Group LLC
Automotive
Term Loan B-3
Loan
3M USD LIBOR+
7.50 %
1.00 %
8.50 %
2/2/2024
5,070,478
4,962,793
5,150,338
Trident LS Merger Sub Corporation
Services: Consumer
Term Loan (03/18)
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.36 %
5/1/2025
2,000,000
2,004,987
1,999,500
Truck Hero, Inc.
Transportation: Cargo
Term Loan (1/21)
Loan
1M USD LIBOR+
3.75 %
0.75 %
4.50 %
1/29/2028
1,500,000
1,500,000
1,501,065
TruGreen Limited Partnership
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.75 %
4.75 %
10/29/2027
973,980
966,347
980,068
Twin River Worldwide Holdings, Inc.
Hotel, Gaming & Leisure
Term Loan B
Loan
3M USD LIBOR+
2.75 %
0.00 %
3.00 %
5/10/2026
985,000
981,152
975,889
Uber Technologies T/L B (2/21)
Transportation: Consumer
Term Loan
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.62 %
7/13/2023
1,989,610
1,941,468
1,992,097
Ultimate Software Group, Inc. (The)
High Tech Industries
Term Loan 1/21
Loan
3M USD LIBOR+
3.25 %
0.75 %
4.00 %
5/4/2026
1,000,000
1,000,000
1,005,690
Unimin Corporation
Metals & Mining
Term Loan (12/20)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
7/31/2026
496,815
466,608
476,232
United Natural Foods, Inc
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.00 %
3.61 %
10/22/2025
1,973,611
1,879,449
1,978,545
United Road Services Inc.
Transportation: Cargo
Term Loan (10/17)
Loan
6M USD LIBOR+
5.75 %
1.00 %
6.75 %
9/1/2024
952,506
944,697
880,592
Univar Inc.
Chemicals, Plastics, & Rubber
Term Loan B3 (11/17)
Loan
1M USD LIBOR+
2.25 %
0.00 %
2.36 %
7/1/2024
1,627,723
1,623,316
1,628,602
Univision Communications Inc.
Media: Broadcasting & Subscription
2020 Replacement Term Loan
Loan
1M USD LIBOR+
3.75 %
1.00 %
4.75 %
3/13/2026
2,517,037
2,508,528
2,527,433
US Ecology, Inc.
Environmental Industries
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
2.61 %
11/2/2026
495,000
494,095
496,445
Utz Quality Foods, LLC
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.11 %
1/13/2028
100,000
99,764
100,464
Verifone Systems, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan (7/18)
Loan
3M USD LIBOR+
4.00 %
0.00 %
4.18 %
8/20/2025
1,396,606
1,389,850
1,362,571
VFH Parent LLC
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
3.11 %
3/1/2026
3,209,493
3,199,747
3,215,526
Virence Intermediate Holdings LLC (Athenahealth / VVC Holding)
Healthcare & Pharmaceuticals
Athenahealth T/L B (01/21)
Loan
3M USD LIBOR+
4.25 %
0.00 %
4.45 %
2/11/2026
3,965,000
3,935,495
3,986,570
Virtus Investment Partners, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
6M USD LIBOR+
2.25 %
0.75 %
3.00 %
6/3/2024
2,406,176
2,405,891
2,407,692
Vistra Energy Corp
Utilities: Electric
2018 Incremental Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
12/31/2025
917,338
916,645
913,751
Vizient, Inc
Healthcare & Pharmaceuticals
Term Loan B-6
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.11 %
5/6/2026
491,250
490,388
490,430
See accompanying notes to financial statements.
S- 14
Saratoga Investment Corp. CLO 2013-1 Ltd.
Schedule of Investments
February 28, 2021
Issuer Name
Industry
Asset Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair
Value
VM Consolidated, Inc.
Construction & Building
Term Loan B1 (02/20)
Loan
1M USD LIBOR+
3.25 %
0.00 %
3.36 %
2/28/2025
475,444
473,957
475,344
Vouvray US Finance LLC
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
3.00 %
1.00 %
4.00 %
3/11/2024
481,250
481,250
417,605
Warner Music Group Corp. (WMG Acquisition Corp.)
Hotel, Gaming & Leisure
Term Loan G
Loan
1M USD LIBOR+
2.13 %
0.00 %
2.24 %
1/20/2028
250,000
249,702
250,403
Wastequip, LLC (HPCC Merger/Patriot Container)
Environmental Industries
Term Loan (3/18)
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
3/15/2025
494,911
492,859
492,436
WeddingWire, Inc.
Services: Consumer
Term Loan
Loan
2M USD LIBOR+
4.50 %
0.00 %
4.66 %
12/19/2025
3,920,000
3,914,114
3,875,900
West Corporation
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
4.50 %
10/10/2024
2,931,109
2,874,412
2,866,742
West Corporation
Telecommunications
Term Loan B (Olympus Merger)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.00 %
10/10/2024
1,224,748
1,166,274
1,207,062
Western Dental Services, Inc.
Retail
Term Loan (12/18)
Loan
1M USD LIBOR+
5.25 %
1.00 %
6.25 %
6/30/2023
424,019
424,421
416,598
Western Digital Corporation
High Tech Industries
Term Loan B-4
Loan
1M USD LIBOR+
1.75 %
0.00 %
1.86 %
4/29/2023
743,135
732,963
742,867
Wirepath LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
4.00 %
0.00 %
4.25 %
8/5/2024
2,925,193
2,906,978
2,897,170
WP CITYMD BIDCO LLC
Services: Consumer
Term Loan B (1/21)
Loan
6M USD LIBOR+
3.75 %
0.75 %
4.50 %
8/13/2026
3,465,000
3,437,657
3,471,791
Xperi Corporation
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.00 %
4.11 %
6/1/2025
2,854,798
2,706,612
2,874,439
Zekelman Industries, Inc.
Metals & Mining
Term Loan (01/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
2.11 %
1/25/2027
970,775
970,775
968,551
$ 595,249,474
$ 592,020,041
Number of Shares
Cost
Fair Value
Cash and cash equivalents
U.S. Bank Money Market (c)
114,145,406
$ 114,145,406
$ 114,145,406
Total cash and cash equivalents
114,145,406
$ 114,145,406
$ 114,145,406
(a) All or a portion of this investment has an unfunded commitment
as of February 28, 2021
(b) As of February 28, 2021, the investment was in default and on
non-accrual status.
(c) Included within cash and cash equivalents in Saratoga CLO's Statements
of Assets and Liabilities as of February 28, 2021.
LIBOR—London Interbank Offered Rate
1W USD LIBOR—The 1 week USD LIBOR rate as of February 28, 2021
was 0.09%.
1M USD LIBOR—The 1 month USD LIBOR rate as of February 28, 2021
was 0.12%.
2M USD LIBOR—The 2 month USD LIBOR rate as of February 28, 2021
was 0.15%.
3M USD LIBOR—The 3 month USD LIBOR rate as of February 28, 2021
was 0.19%.
6M USD LIBOR—The 6 month USD LIBOR rate as of February 28, 2021
was 0.20%.
12M USD LIBOR - The 12 month USD LIBOR rate as of February 28, 2021
was 0.28%
3M PL WIBOR - The 3 month PL WIBOR rate as of February 28, 2021, was
0.21%
Prime—The Prime Rate as of February 28, 2021 was 3.25%.
See accompanying notes to financial statements.
S- 15
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February 29, 2020
Issuer
Name
Industry
Asset
Name
Asset
Type
Reference Rate/Spread
LIBOR
Floor
Current
Rate (All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair
Value
Education Management
II LLC
Services: Consumer
Education Management
II A-2 Preferred Shares
Equity
-
0.00 %
0.00 %
0.00 %
-
18,975
$ 1,897,538
$ 190
Education Management II LLC
Services: Consumer
Education Management II A-1
Preferred Shares
Equity
-
0.00 %
0.00 %
0.00 %
-
6,692
669,214
67
1011778 B.C. Unlimited Liability
Company
Beverage Food & Tobacco
Term Loan B4
Loan
1M USD LIBOR+
1.75 %
0.00 %
3.27 %
11/19/2026
$ 500,000.00
498,790
491,665
24 Hour Fitness Worldwide Inc.
Services: Consumer
Term Loan (5/18)
Loan
1M USD LIBOR+
3.50 %
0.00 %
5.02 %
5/30/2025
2,959,950
2,949,872
1,943,710
ABB Con-Cise Optical Group
LLC
Consumer goods: Non-durable
Term Loan B
Loan
1M USD LIBOR+
5.00 %
1.00 %
6.52 %
6/15/2023
2,081,927
2,062,239
1,969,149
ADMI Corp.
Services: Consumer
Term Loan B
Loan
1M USD LIBOR+
2.75 %
0.00 %
4.27 %
4/30/2025
1,970,000
1,962,286
1,924,848
Advantage Sales & Marketing
Inc.
Services: Business
First Lien Term Loan
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.77 %
7/23/2021
2,371,131
2,370,010
2,286,173
Advantage Sales & Marketing
Inc.
Services: Business
Term Loan B Incremental
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.77 %
7/23/2021
489,950
485,523
470,352
Advisor Group Holdings Inc
Banking Finance Insurance &
Real Estate
Term Loan (7/19)
Loan
1M USD LIBOR+
5.00 %
0.00 %
6.52 %
7/31/2026
500,000
498,753
486,875
Aegis Toxicology Sciences Corporation
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
6.96 %
5/9/2025
3,950,000
3,919,494
3,695,225
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan (1/19)
Loan
1M USD LIBOR+
3.00 %
0.00 %
4.52 %
1/5/2026
496,250
496,250
486,325
Agrofresh Inc.
Beverage Food & Tobacco
Term Loan
Loan
1M USD LIBOR+
4.75 %
1.00 %
6.27 %
7/30/2021
2,889,487
2,886,790
2,677,601
AI Convoy Bidco Limited
Aerospace & Defense
AI Convoy Bidco T/L B (USD)
Loan
3M USD LIBOR+
3.50 %
1.00 %
4.96 %
1/29/2027
1,500,000
1,492,500
1,483,125
AI Mistral (Luxembourg) Subco
Sarl
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
3.00 %
1.00 %
4.52 %
3/11/2024
486,250
486,250
384,138
AIS Holdco LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.00 %
6.46 %
8/15/2025
2,421,875
2,411,617
2,228,125
Alchemy US Holdco 1 LLC
Metals & Mining
Term Loan
Loan
1M USD LIBOR+
5.50 %
0.00 %
7.02 %
10/10/2025
1,950,000
1,925,236
1,945,125
Alion Science and Technology
Corporation
Aerospace & Defense
Term Loan B (1st Lien)
Loan
1M USD LIBOR+
4.50 %
1.00 %
6.02 %
8/19/2021
3,377,293
3,373,263
3,373,071
Allen Media LLC
Media: Advertising Printing
& Publishing
Allen Media T/L B (1/20)
Loan
3M USD LIBOR+
5.50 %
0.00 %
6.96 %
2/10/2027
3,000,000
2,985,000
2,936,250
Altisource S.a r.l.
Banking Finance Insurance &
Real Estate
Term Loan B (03/18)
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.46 %
4/3/2024
1,454,005
1,446,493
1,353,141
Altra Industrial Motion Corp.
Capital Equipment
Term Loan
Loan
1M USD LIBOR+
2.00 %
0.00 %
3.52 %
10/1/2025
1,767,163
1,763,366
1,748,943
American Dental Partners Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD LIBOR+
4.25 %
1.00 %
5.71 %
3/24/2023
990,000
982,019
982,575
American Greetings Corporation
Media: Advertising Printing
& Publishing
Term Loan
Loan
1M USD LIBOR+
4.50 %
1.00 %
6.02 %
4/5/2024
4,889,524
4,886,331
4,788,702
American Residential Services
LLC
Services: Consumer
Term Loan B
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.52 %
6/30/2022
3,925,767
3,916,564
3,896,324
AmeriLife Group LLC
Banking Finance Insurance &
Real Estate
AmeriLife T/L
Loan
3M USD LIBOR+
4.00 %
0.00 %
5.46 %
2/5/2027
838,710
836,613
832,419
AmeriLife Group LLC(a)
Banking Finance Insurance &
Real Estate
Unfunded Commitment
Loan
3M USD LIBOR+
4.00 %
0.00 %
4.00 %
2/5/2027
-
-
-
Amex GBT (2/20) T/L
Banking Finance Insurance &
Real Estate
Term Loan
Loan
3M USD LIBOR+
4.00 %
0.00 %
5.46 %
2/26/2027
2,993,363
2,933,496
2,926,012
Amex GBT 2/20 D/T/L(a)
Banking Finance Insurance &
Real Estate
Unfunded Commitment
Loan
3M USD LIBOR+
4.00 %
0.00 %
5.46 %
2/26/2027
-
-
-
Amynta Agency Borrower Inc.
Banking Finance Insurance &
Real Estate
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.00 %
6.02 %
2/28/2025
3,462,357
3,425,731
3,224,320
S- 16
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February 29, 2020
Issuer
Name
Industry
Asset
Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate (All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair
Value
Anastasia Parent LLC
Consumer goods: Non-durable
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.00 %
5.27 %
8/11/2025
987,500
983,508
759,141
Anchor Glass Container Corporation
Containers Packaging &
Glass
Term Loan (07/17)
Loan
3M USD LIBOR+
2.75 %
1.00 %
4.21 %
12/7/2023
485,063
483,537
354,789
Api Group DE Inc
Services: Business
Term Loan B
Loan
1M USD LIBOR+
2.50 %
0.00 %
4.02 %
10/1/2026
1,000,000
995,123
990,000
APLP Holdings Limited Partnership
Utilities
APLP Holdings T/L B (Atlantic
Power)
Loan
1M USD LIBOR+
2.75 %
1.00 %
4.27 %
4/13/2023
2,000,000
2,000,000
1,977,500
Aramark Services Inc.
Services: Consumer
Term Loan
Loan
1M USD LIBOR+
1.75 %
0.00 %
3.27 %
1/15/2027
1,500,000
1,498,209
1,484,070
Arctic Glacier U.S.A. Inc.
Beverage Food & Tobacco
Term Loan (3/18)
Loan
1M USD LIBOR+
3.50 %
1.00 %
5.02 %
3/20/2024
3,350,967
3,332,339
3,225,306
Aretec Group Inc.
Banking Finance Insurance &
Real Estate
Term Loan (10/18)
Loan
1M USD LIBOR+
4.25 %
0.00 %
5.77 %
10/1/2025
1,980,000
1,975,743
1,937,093
ASG Technologies Group Inc.
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
3.50 %
1.00 %
5.02 %
7/31/2024
488,775
487,107
476,556
AssetMark Financial Holdings
Inc.
Banking Finance Insurance &
Real Estate
Term Loan
Loan
3M USD LIBOR+
3.00 %
0.00 %
4.46 %
11/14/2025
1,237,500
1,235,582
1,228,219
Astoria Energy LLC
Energy: Electricity
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.52 %
12/24/2021
1,391,552
1,385,662
1,384,595
Asurion LLC
Banking Finance Insurance &
Real Estate
Term Loan B-4 (Replacement)
Loan
1M USD LIBOR+
3.00 %
0.00 %
4.52 %
8/4/2022
1,876,925
1,872,057
1,853,069
Asurion LLC
Banking Finance Insurance &
Real Estate
Term Loan B6
Loan
1M USD LIBOR+
3.00 %
0.00 %
4.52 %
11/3/2023
492,773
489,808
485,381
Athenahealth Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.00 %
6.02 %
2/11/2026
1,985,000
1,950,006
1,970,113
Avaya Inc.
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.00 %
5.77 %
12/16/2024
3,169,156
3,138,355
3,010,698
Avison Young (Canada) Inc.
Services: Business
Term Loan
Loan
3M USD LIBOR+
5.00 %
0.00 %
6.46 %
1/30/2026
3,476,222
3,418,777
3,406,697
B&G Foods Inc.
Beverage Food & Tobacco
Term Loan
Loan
1M USD LIBOR+
2.50 %
0.00 %
4.02 %
10/10/2026
249,375
248,169
246,881
Ball Metalpack Finco LLC
Containers Packaging &
Glass
Term Loan
Loan
3M USD LIBOR+
4.50 %
0.00 %
5.96 %
7/31/2025
3,944,937
3,928,266
3,432,096
Bausch Health Companies Inc.
Healthcare & Pharmaceuticals
Term Loan B (05/18)
Loan
1M USD LIBOR+
3.00 %
0.00 %
4.52 %
6/2/2025
25,355
25,274
25,161
Berry Global Inc.
Chemicals Plastics & Rubber
Term Loan Y
Loan
1M USD LIBOR+
2.00 %
0.00 %
3.52 %
7/1/2026
4,987,500
4,981,754
4,897,974
Blount International Inc.
Forest Products & Paper
Term Loan B (09/18)
Loan
1M USD LIBOR+
3.75 %
1.00 %
5.27 %
4/12/2023
3,453,781
3,450,952
3,432,195
Blucora Inc.
Services: Consumer
Term Loan (11/17)
Loan
2M USD LIBOR+
3.00 %
1.00 %
4.50 %
5/22/2024
955,900
953,639
946,341
Bombardier Recreational Products
Inc.
Consumer goods: Durable
Term Loan (1/20)
Loan
1M USD LIBOR+
2.00 %
0.00 %
3.52 %
5/24/2027
995,000
985,847
978,214
Boxer Parent Company Inc.
Services: Business
Term Loan
Loan
1M USD LIBOR+
4.25 %
0.00 %
5.77 %
10/2/2025
2,475,000
2,454,363
2,374,070
Bracket Intermediate Holding
Corp.
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
4.25 %
0.00 %
5.71 %
9/5/2025
987,500
983,437
987,500
Broadstreet Partners Inc.
Banking Finance Insurance &
Real Estate
Term Loan B3
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
1/27/2027
2,024,614
2,022,736
2,002,687
Brookfield WEC Holdings Inc.
Energy: Electricity
Term Loan 1/20
Loan
1M USD LIBOR+
3.00 %
0.75 %
4.52 %
8/1/2025
497,487
496,370
488,627
Buckeye Partners L.P.
Utilities: Oil & Gas
Term Loan
Loan
1M USD LIBOR+
2.75 %
0.00 %
4.27 %
11/2/2026
1,000,000
995,334
989,170
S- 17
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February 29, 2020
Issuer
Name
Industry
Asset
Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate (All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair
Value
BW Gas & Convenience Holdings
LLC
Beverage Food & Tobacco
Term Loan
Loan
1M USD LIBOR+
6.25 %
0.00 %
7.77 %
11/18/2024
3,000,000
2,884,283
2,992,500
Calceus Acquisition Inc.
Consumer goods: Non-durable
Term Loan B
Loan
1M USD LIBOR+
5.50 %
0.00 %
7.02 %
2/12/2025
975,000
964,353
964,031
Callaway Golf Company
Retail
Term Loan B
Loan
1M USD LIBOR+
4.50 %
0.00 %
6.02 %
1/2/2026
697,500
684,758
696,196
CareerBuilder LLC
Services: Business
Term Loan
Loan
1M USD LIBOR+
6.75 %
1.00 %
8.27 %
7/31/2023
2,266,211
2,232,341
2,223,720
CareStream Health Inc.
High Tech Industries
Term Loan
Loan
1M USD LIBOR+
6.25 %
1.00 %
7.77 %
2/28/2021
2,362,278
2,356,691
2,263,062
Casa Systems Inc.
Telecommunications
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.52 %
12/20/2023
1,455,000
1,446,052
1,236,750
Castle US Holding Corporation
High Tech Industries
Term Loan B (USD)
Loan
1M USD LIBOR+
3.75 %
0.00 %
5.27 %
1/27/2027
500,000
497,509
475,000
CCS-CMGC Holdings Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
5.50 %
0.00 %
6.96 %
10/1/2025
2,475,000
2,453,876
2,338,875
Cengage Learning Inc.
Media: Advertising Printing
& Publishing
Term Loan
Loan
1M USD LIBOR+
4.25 %
1.00 %
5.77 %
6/7/2023
1,447,458
1,435,195
1,329,447
CenturyLink Inc.
Telecommunications
Term Loan B (1/20)
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
3/15/2027
3,000,000
2,996,438
2,922,180
Citadel Securities LP
Banking Finance Insurance &
Real Estate
Term Loan (2/20)
Loan
1M USD LIBOR+
2.75 %
0.00 %
4.27 %
2/27/2026
992,500
991,371
983,816
Clarios Global LP
Automotive
Term Loan B
Loan
1M USD LIBOR+
3.50 %
0.00 %
5.02 %
4/30/2026
1,496,250
1,482,216
1,451,991
Compass Power Generation L.L.C.
Utilities: Electric
Term Loan B (08/18)
Loan
1M USD LIBOR+
3.50 %
1.00 %
5.02 %
12/20/2024
1,891,221
1,886,758
1,855,761
Compuware Corporation
High Tech Industries
Term Loan (08/18)
Loan
1M USD LIBOR+
4.00 %
0.00 %
5.52 %
8/22/2025
495,000
493,979
493,763
Concordia International Corp.
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
6.96 %
9/6/2024
1,183,650
1,131,380
1,088,224
Connect U.S. Finco LLC
Telecommunications
Delayed Draw Term Loan B
Loan
1M USD LIBOR+
4.50 %
1.00 %
6.02 %
12/11/2026
2,000,000
1,984,055
1,980,000
Consolidated Communications
Inc.
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
3.00 %
1.00 %
4.52 %
10/5/2023
1,475,404
1,464,720
1,395,481
Coral-US Co-Borrower LLC
Telecommunications
Term Loan B-5
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
1/31/2028
2,000,000
2,000,000
1,976,660
Covia Holdings Corporation
Metals & Mining
Term Loan
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.46 %
6/2/2025
985,000
985,000
711,663
CPI Acquisition Inc
Banking Finance Insurance &
Real Estate
Term Loan B (1st Lien)
Loan
6M USD LIBOR+
4.50 %
1.00 %
5.90 %
8/17/2022
1,436,782
1,427,762
1,089,957
Crown Subsea Communications
Holding Inc
Construction & Building
Term Loan
Loan
1M USD LIBOR+
6.00 %
0.00 %
7.52 %
11/3/2025
1,655,837
1,640,398
1,649,627
CSC Holdings LLC
Media: Broadcasting & Subscription
Term Loan B (03/17)
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
7/17/2025
1,974,620
1,952,260
1,941,308
CSC Holdings LLC
Media: Broadcasting & Subscription
Term Loan B-5
Loan
1M USD LIBOR+
2.50 %
0.00 %
4.02 %
4/15/2027
500,000
500,000
492,500
CSC Holdings LLC
Media: Broadcasting & Subscription
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
1/15/2026
495,000
493,968
486,031
Cushman & Wakefield U.S.
Borrower LLC
Construction & Building
Term Loan
Loan
1M USD LIBOR+
2.75 %
0.00 %
4.27 %
8/21/2025
3,945,050
3,928,487
3,874,789
Daseke Companies Inc.
Transportation: Cargo
Replacement Term Loan
Loan
1M USD LIBOR+
5.00 %
1.00 %
6.52 %
2/27/2024
1,955,694
1,946,628
1,867,688
DaVita Inc.
High Tech Industries
Term Loan B-1
Loan
1M USD LIBOR+
1.75 %
0.00 %
3.27 %
8/12/2026
997,500
995,133
985,859
Dealer Tire LLC
Automotive
Dealer Tire T/L B-1
Loan
1M USD LIBOR+
4.25 %
0.00 %
5.77 %
12/12/2025
3,000,000
2,992,500
2,977,500
S- 18
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February 29, 2020
Issuer
Name
Industry
Asset
Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate (All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair
Value
Delek US Holdings Inc.
Utilities: Oil & Gas
Term Loan B
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
3/31/2025
6,446,003
6,379,073
6,317,083
Dell International L.L.C.
High Tech Industries
Term Loan B-1
Loan
1M USD LIBOR+
2.00 %
0.75 %
3.52 %
9/19/2025
3,814,430
3,809,967
3,766,292
Delta 2 (Lux) SARL
Hotel Gaming & Leisure
Term Loan B
Loan
1M USD LIBOR+
2.50 %
1.00 %
4.02 %
2/1/2024
1,318,289
1,315,922
1,275,445
DHX Media Ltd.
Media: Broadcasting & Subscription
Term Loan
Loan
1M USD LIBOR+
4.25 %
1.00 %
5.77 %
12/29/2023
279,282
278,012
267,413
Diamond Sports Group LLC
Media: Broadcasting & Subscription
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
8/24/2026
997,500
992,773
907,725
Digital Room Holdings Inc.
Media: Advertising Printing
& Publishing
Term Loan
Loan
1M USD LIBOR+
5.00 %
0.00 %
6.52 %
5/21/2026
2,985,000
2,944,957
2,790,975
Dole Food Company Inc.
Beverage Food & Tobacco
Term Loan B
Loan
1M USD LIBOR+
2.75 %
1.00 %
4.27 %
4/8/2024
468,750
467,304
461,522
DRW Holdings LLC
Banking Finance Insurance &
Real Estate
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.00 %
5.77 %
11/27/2026
5,000,000
4,950,804
4,962,500
DynCorp International Inc.
Aerospace & Defense
Term Loan B
Loan
1M USD LIBOR+
6.00 %
1.00 %
7.52 %
8/18/2025
2,962,500
2,879,096
2,925,469
Eagletree-Carbide Acquisition
Corp.
Consumer goods: Durable
Term Loan
Loan
3M USD LIBOR+
4.25 %
1.00 %
5.71 %
8/28/2024
4,927,385
4,901,606
4,804,200
EIG Investors Corp.
High Tech Industries
Term Loan (06/18)
Loan
3M USD LIBOR+
3.75 %
1.00 %
5.21 %
2/9/2023
2,199,416
2,186,449
2,160,926
Encapsys LLC
Chemicals Plastics & Rubber
Term Loan B2
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.77 %
11/7/2024
497,428
492,831
491,832
Endo Luxembourg Finance Company
I S.a.r.l.
Healthcare & Pharmaceuticals
Term Loan B (4/17)
Loan
1M USD LIBOR+
4.25 %
0.75 %
5.77 %
4/29/2024
3,937,025
3,914,795
3,766,985
Energy Acquisition LP
Capital Equipment
Term Loan (6/18)
Loan
3M USD LIBOR+
4.25 %
0.00 %
5.71 %
6/26/2025
1,970,000
1,957,901
1,811,179
Envision Healthcare Corporation
Healthcare & Pharmaceuticals
Term Loan B (06/18)
Loan
1M USD LIBOR+
3.75 %
0.00 %
5.27 %
10/10/2025
4,950,000
4,939,709
3,966,188
EyeCare Partners LLC
Healthcare & Pharmaceuticals
EyeCare Partners T/L B
Loan
1M USD LIBOR+
3.75 %
0.00 %
5.27 %
2/5/2027
1,621,622
1,619,618
1,583,789
EyeCare Partners LLC(a)
Healthcare & Pharmaceuticals
EyeCare Partners Delayed Draw
Term Loan
Loan
1M USD LIBOR+
3.75 %
0.00 %
5.27 %
2/5/2027
-
-
-
FinCo I LLC
Banking Finance Insurance &
Real Estate
2018 Term Loan B
Loan
1M USD LIBOR+
2.00 %
0.00 %
3.52 %
12/27/2022
360,538
359,905
356,752
First Eagle Holdings Inc.
Banking Finance Insurance &
Real Estate
Refinancing Term Loan
Loan
3M USD LIBOR+
2.50 %
0.00 %
3.96 %
2/1/2027
5,450,000
5,426,720
5,338,275
Fitness International LLC
Services: Consumer
Term Loan B (4/18)
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
4/18/2025
1,330,058
1,322,900
1,312,103
Franklin Square Holdings L.P.
Banking Finance Insurance &
Real Estate
Term Loan
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
8/1/2025
4,443,748
4,414,007
4,421,530
Froneri International Ltd
Beverage Food & Tobacco
Term Loan B-2
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
1/29/2027
2,000,000
1,995,162
1,962,500
Fusion Connect Inc.
Telecommunications
Exit Term Loan (1/20)
Loan
3M USD LIBOR+
9.50 %
2.00 %
11.50 %
1/14/2025
1,500,000
1,470,716
1,495,005
Fusion Connect Inc.
Telecommunications
Take Back 2nd Out Term Loan
Loan
6M USD LIBOR+
8.00 %
2.00 %
10.00 %
7/14/2025
757,724
737,560
527,883
GBT Group Services B.V.
Hotel Gaming & Leisure
Term Loan
Loan
3M USD LIBOR+
2.50 %
0.00 %
3.96 %
8/13/2025
4,443,750
4,442,729
4,410,422
GC EOS Buyer Inc.
Automotive
Term Loan B (06/18)
Loan
1M USD LIBOR+
4.50 %
0.00 %
6.02 %
8/1/2025
2,962,500
2,940,820
2,888,438
General Nutrition Centers Inc.
Retail
Term Loan B2
Loan
3M USD LIBOR+
8.75 %
0.75 %
10.21 %
3/4/2021
930,446
929,986
856,010
S- 19
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February 29, 2020
Issuer
Name
Industry
Asset
Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate (All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair
Value
General Nutrition Centers Inc.
Retail
FILO Term Loan
Loan
1M USD LIBOR+
7.00 %
0.00 %
8.52 %
1/3/2023
585,849
584,748
583,505
Genesee & Wyoming Inc.
Transportation: Cargo
Term Loan (11/19)
Loan
3M USD LIBOR+
2.00 %
0.00 %
3.46 %
12/30/2026
1,500,000
1,492,771
1,489,380
GEO Group Inc. The
Banking Finance Insurance &
Real Estate
Term Loan Refinance
Loan
1M USD LIBOR+
2.00 %
0.75 %
3.52 %
3/25/2024
2,000,000
1,911,214
1,846,260
GI Chill Acquisition LLC
Services: Business
Term Loan
Loan
3M USD LIBOR+
4.00 %
0.00 %
5.46 %
8/6/2025
2,468,750
2,458,492
2,450,234
GI Revelation Acquisition LLC
Services: Business
Term Loan
Loan
1M USD LIBOR+
5.00 %
0.00 %
6.52 %
4/16/2025
1,231,867
1,226,730
1,155,652
Gigamon Inc.
Services: Business
Term Loan B
Loan
1M USD LIBOR+
4.25 %
1.00 %
5.77 %
12/27/2024
2,960,000
2,937,550
2,952,600
Global Tel*Link Corporation
Telecommunications
Term Loan B
Loan
1M USD LIBOR+
4.25 %
0.00 %
5.77 %
11/28/2025
3,039,750
3,039,750
2,886,668
Go Wireless Inc.
Telecommunications
Term Loan
Loan
1M USD LIBOR+
6.50 %
1.00 %
8.02 %
12/22/2024
3,202,597
3,161,265
3,005,093
Goodyear Tire & Rubber
Company The
Chemicals Plastics & Rubber
Second Lien Term Loan
Loan
1M USD LIBOR+
2.00 %
0.00 %
3.52 %
3/7/2025
2,000,000
2,000,000
1,950,000
Greenhill & Co. Inc.
Banking Finance Insurance &
Real Estate
Term Loan B
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
4/12/2024
3,661,538
3,624,459
3,644,769
Grosvenor Capital Management
Holdings LLLP
Banking Finance Insurance &
Real Estate
Term Loan B
Loan
1M USD LIBOR+
2.75 %
1.00 %
4.27 %
3/28/2025
898,530
894,831
898,530
Guidehouse LLP
Aerospace & Defense
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.00 %
6.02 %
5/1/2025
3,964,937
3,941,954
3,895,550
Harland Clarke Holdings Corp.
Media: Advertising Printing
& Publishing
Term Loan
Loan
3M USD LIBOR+
4.75 %
1.00 %
6.21 %
11/3/2023
1,723,072
1,715,720
1,356,919
HD Supply Waterworks Ltd.
Construction & Building
Term Loan
Loan
3M USD LIBOR+
2.75 %
1.00 %
4.21 %
8/1/2024
488,750
487,883
481,419
Helix Acquisition Holdings
Inc.
Capital Equipment
Term Loan (2019 Incremental)
Loan
3M USD LIBOR+
3.75 %
0.00 %
5.21 %
9/30/2024
2,977,500
2,925,219
2,754,188
Helix Gen Funding LLC
Energy: Electricity
Term Loan B (02/17)
Loan
1M USD LIBOR+
3.75 %
1.00 %
5.27 %
6/3/2024
264,030
263,694
253,799
HLF Financing SaRL LLC
Consumer goods: Non-durable
Term Loan B (08/18)
Loan
1M USD LIBOR+
2.75 %
0.00 %
4.27 %
8/18/2025
3,950,000
3,935,111
3,883,364
Holley Purchaser Inc.
Automotive
Term Loan B
Loan
3M USD LIBOR+
5.00 %
0.00 %
6.46 %
10/24/2025
2,475,000
2,454,070
2,301,750
Hudson River Trading LLC
Banking Finance Insurance &
Real Estate
Term Loan B (01/20)
Loan
1M USD LIBOR+
3.00 %
0.00 %
4.52 %
2/18/2027
6,000,000
5,975,621
5,955,000
Hyperion Refinance S.a.r.l.
Banking Finance Insurance &
Real Estate
Tem Loan (12/17)
Loan
1M USD LIBOR+
3.50 %
1.00 %
5.02 %
12/20/2024
1,709,781
1,701,824
1,691,623
ICH US Intermediate Holdings
II Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD LIBOR+
5.75 %
1.00 %
7.21 %
12/24/2026
5,000,000
4,803,288
4,875,000
Idera Inc.
High Tech Industries
Term Loan B
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.52 %
6/28/2024
2,939,742
2,919,274
2,917,694
Informatica LLC
High Tech Industries
Term Loan B (02/20)
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
2/25/2027
500,000
497,500
489,375
Inmar Inc.
Services: Business
Term Loan B
Loan
3M USD LIBOR+
4.00 %
1.00 %
5.46 %
5/1/2024
3,457,043
3,377,774
3,320,939
Innophos Holdings Inc
Chemicals Plastics & Rubber
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.00 %
5.27 %
2/4/2027
500,000
497,521
496,250
ION Media Networks Inc.
Media: Broadcasting & Subscription
Term Loan B
Loan
1M USD LIBOR+
3.00 %
0.00 %
4.52 %
12/18/2024
997,500
992,818
982,538
Isagenix International LLC
Beverage Food & Tobacco
Term Loan
Loan
3M USD LIBOR+
5.75 %
1.00 %
7.21 %
6/16/2025
2,796,876
2,750,718
1,118,750
Jefferies Finance LLC / JFIN
Co-Issuer Corp
Banking Finance Insurance &
Real Estate
Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
6/3/2026
3,229,359
3,211,489
3,172,846
S- 20
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February 29, 2020
Issuer
Name
Industry
Asset
Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate (All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair
Value
Jill Holdings LLC
Retail
Term Loan (1st Lien)
Loan
3M USD LIBOR+
5.00 %
1.00 %
6.46 %
5/9/2022
1,800,290
1,796,697
1,458,235
JP Intermediate B LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD LIBOR+
5.50 %
1.00 %
6.96 %
11/20/2025
4,687,500
4,640,380
2,499,984
KAR Auction Services Inc.
Automotive
Term Loan B (09/19)
Loan
1M USD LIBOR+
2.25 %
0.00 %
3.77 %
9/19/2026
249,375
248,789
247,505
Kindred Healthcare Inc.
Healthcare & Pharmaceuticals
Kindred Healthcare T/L (6/18)
Loan
1M USD LIBOR+
5.00 %
0.00 %
6.52 %
7/2/2025
2,000,000
1,980,000
1,975,000
Lakeland Tours LLC
Hotel Gaming & Leisure
Term Loan B
Loan
3M USD LIBOR+
4.25 %
1.00 %
5.71 %
12/16/2024
2,457,482
2,450,618
2,248,596
Lannett Company Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD LIBOR+
5.38 %
1.00 %
6.89 %
11/25/2022
2,379,293
2,356,101
2,343,175
Learfield Communications LLC
Media: Advertising Printing
& Publishing
Initial Term Loan (A-L Parent)
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.77 %
12/1/2023
485,000
483,577
439,531
Lifetime Brands Inc.
Consumer goods: Non-durable
Term Loan B
Loan
1M USD LIBOR+
3.50 %
1.00 %
5.02 %
2/28/2025
2,992,386
2,955,090
2,857,728
Lighthouse Network LLC
Banking Finance Insurance &
Real Estate
Term Loan B
Loan
1M USD LIBOR+
4.50 %
1.00 %
6.02 %
12/2/2024
4,129,092
4,115,428
4,123,930
Lightstone Holdco LLC
Energy: Electricity
Term Loan B
Loan
1M USD LIBOR+
3.75 %
1.00 %
5.27 %
1/30/2024
1,322,520
1,320,692
1,164,651
Lightstone Holdco LLC
Energy: Electricity
Term Loan C
Loan
1M USD LIBOR+
3.75 %
1.00 %
5.27 %
1/30/2024
74,592
74,493
65,688
Lindblad Expeditions Inc.
Hotel Gaming & Leisure
US 2018 Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
3/27/2025
394,000
393,227
390,060
Lindblad Expeditions Inc.
Hotel Gaming & Leisure
Cayman Term Loan
Loan
1M USD LIBOR+
3.25 %
0.00 %
4.77 %
3/27/2025
98,500
98,307
97,515
Liquidnet Holdings Inc.
Banking Finance Insurance &
Real Estate
Term Loan B
Loan
1M USD LIBOR+
3.25 %
1.00 %
4.77 %
7/15/2024
2,131,268
2,126,212
2,093,970
LPL Holdings Inc.
Banking Finance Insurance &
Real Estate
Term Loan B1
Loan
1M USD LIBOR+
1.75 %
0.00 %
3.27 %
11/11/2026
1,245,213
1,242,233
1,243,133
Marriott Ownership Resorts
Inc.
Hotel Gaming & Leisure
Term Loan (11/19)
Loan
1M USD LIBOR+
1.75 %
0.00 %
3.27 %
3/12/2026
1,500,000
1,500,000
1,432,500
Match Group Inc.
Services: Consumer
Term Loan (1/20)
Loan
3M USD LIBOR+
1.75 %
0.00 %
3.21 %
2/5/2027
250,000
249,377
248,438
McAfee LLC
Services: Business
Term Loan B
Loan
1M USD LIBOR+
3.75 %
0.00 %
5.27 %
9/30/2024
3,159,418
3,131,317
3,136,165
McDermott International (Americas)
Inc.(b)
Construction & Building
Term Loan B
Loan
3M USD LIBOR+
5.00 %
1.00 %
6.46 %
5/12/2025
1,965,000
1,933,938
1,126,928
McGraw-Hill Global Education
Holdings LLC
Media: Advertising Printing
& Publishing
Term Loan
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.52 %
5/4/2022
956,813
954,867
897,807
Meredith Corporation
Media: Advertising Printing
& Publishing
Term Loan B2
Loan
1M USD LIBOR+
2.50 %
0.00 %
4.02 %
1/31/2025
578,738
577,724
572,227
Messer Industries GMBH
Chemicals Plastics & Rubber
Term Loan B
Loan
3M USD LIBOR+
2.50 %
0.00 %
3.96 %
3/2/2026
2,977,500
2,970,753
2,917,950
Michaels Stores Inc.
Retail
Term Loan B
Loan
1M USD LIBOR+
2.50 %
1.00 %
4.02 %
1/30/2023
2,599,163
2,590,493
2,393,387
Midwest Physician Administrative
Services LLC
Healthcare & Pharmaceuticals
Term Loan (2/18)
Loan
1M USD LIBOR+
2.75 %
0.75 %
4.27 %
8/15/2024
970,910
967,282
951,492
Milk Specialties Company
Beverage Food & Tobacco
Term Loan (2/17)
Loan
1M USD LIBOR+
4.00 %
1.00 %
5.52 %
8/16/2023
3,899,905
3,848,164
3,696,798
MKS Instruments Inc.
High Tech Industries
Term Loan B6
Loan
1M USD LIBOR+
1.75 %
0.00 %
3.27 %
2/2/2026
887,425
879,526
875,001
MLN US HoldCo LLC
Telecommunications
Term Loan
Loan
1M USD LIBOR+
4.50 %
0.00 %
6.02 %
11/28/2025
990,000
988,165
932,144
S- 21
Saratoga
Investment Corp. CLO 2013-1 Ltd.
Schedule
of Investments
February 29, 2020
Issuer
Name
Industry
Asset
Name
Asset
Type
Reference
Rate/Spread
LIBOR
Floor
Current
Rate (All In)
Maturity
Date
Principal/
Number of Shares
Cost
Fair
Value
MRC Global (US) Inc.
Metals & Mining
Term Loan B2
Loan
1M USD LIBOR+
3.00 %
0.00 %
4.52 %
9/20/2024
490,000
489,047
477,750
NAI Entertainment Holdings
LLC
Hotel Gaming & Leisure
Term Loan B
Loan
1M USD LIBOR+
2.50 %
1.00 %
4.02 %
5/8/2025
870,833
869,104
855,594
Natgasoline LLC
Chemicals Plastics & Rubber
Term Loan
Loan
6M USD LIBOR+
3.50 %
0.00 %
4.90 %
11/14/2025
495,000
492,907
491,288
National Mentor Holdings Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD LIBOR+
4.00 %
0.00 %
5.52 %
3/9/2026
1,881,215
1,864,059
1,871,809
National Mentor Holdings Inc.
Healthcare & Pharmaceuticals
Term Loan C
Loan
1M USD LIBOR+
4.00 %
0.00 %
5.52 %
3/9/2026
104,662
103,730
104,139
NeuStar Inc.
Telecommunications
Term Lo
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.