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 Exchange Act). 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 Exchange
Act. 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, 2025.
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
a) None .
b)
During the fiscal quarter ended February 29, 2025, no director or officer of the Company has entered into (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
The Company has adopted insider trading policies and procedures
governing the purchase, sale, and disposition of the Company’s securities by officers and directors of the Company that are reasonably
designed to promote compliance with insider trading laws, rules and regulations.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
107
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PLEASE HAVE ROCHELLE REVIEW THIS SECTION
Director and Executive Officer Information
Directors and Executive Officers
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
65
Chairman of the Board, Chief Executive Officer and President
2010
2027
Henri J. Steenkamp
49
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
2020
2026
Independent Directors
Steven M. Looney
75
Director
2007
2025
Charles S. Whitman III
83
Director
2007
2025
G. Cabell Williams
71
Director
2007
2026
Christian L. Oberbeck— Mr.
Oberbeck has over 38 years of experience in leveraged finance, including acquisition financing, distressed investing, and private equity,
and has been involved in originating, structuring, negotiating, consummating, managing, operating, and monitoring minority and control
investments in a broad array of businesses. Mr. Oberbeck is the Founder and Managing Member of Saratoga Investment Advisors, LLC, the
Company’s investment adviser, and has served as the Chairman of the Board, Chief Executive Officer, and President of the Company
since 2010. 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
has served as member of our Board since 2007. 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, TradePrep and a director of ICG Loan Funding Ltd., a manager of and
investor in collateralized loan portfolios in Europe and the United States. 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 SEC. 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.
108
Charles S. Whitman III— Mr.
Whitman has served as member of our Board since 2007. 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.
Henri J. Steenkamp— Mr. Steenkamp
has served as the Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of the Company, the Company’s investment
adviser, Saratoga Investment Advisors, since 2014. Mr. Steenkamp has also served as a director of the Company since 2020. Mr. Steenkamp
has 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 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 United States Mr. Steenkamp is a chartered accountant and holds an honors
degree in Finance. Mr. Steenkamp’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.
G. Cabell Williams — Mr. Williams
has served as member of our Board since 2007. 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.
109
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the
Company’s officers and directors, and persons who own more than 10% of our shares, to file reports of securities ownership and changes
in such ownership with the SEC. Officers, directors, and greater than 10% shareholders also are required by SEC rules to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of
Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that
during the year ended February 28, 2025, all Section 16(a) filing requirements applicable to such persons were met in a timely manner,
with the following inadvertent exceptions: Christian L. Oberbeck filed late a Form 4 with respect to one transaction in our shares during
the reporting period.
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.
Insider Trading Arrangements and Policies
We have adopted insider trading policies and procedures
governing the purchase, sale, and disposition of our securities by our officers and directors of that are reasonably designed to promote
compliance with insider trading laws, rules and regulations.
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 Exchange Act 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.
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.
110
Director Compensation
Our independent directors receive an annual fee
of $90,000. They also receive $3,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each
board meeting and receive $2,000 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 $15,000 and the chairman of each other committee receives
an annual fee of $8,000 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 NAV 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, 2025:
Fees Earned
or Paid
in Cash
Total
Interested Directors
Christian L. Oberbeck(1)
$
-
$
-
Henri J. Steenkamp(1)
-
-
Independent Directors
Steven M. Looney
$
126,500
$
126,500
Charles S. Whitman III
120,000
120,000
G. Cabell Williams
120,000
120,000
(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, 2025 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.
111
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of May 6, 2025,
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 15,364,864
shares of common stock outstanding as of May 6, 2025. 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
1,527,894 (1)
9.9 %
Henri J. Steenkamp
39,154
*
Independent Directors
Steven M. Looney
4,258
*
Charles S. Whitman III
5,229
*
G. Cabell Williams
104,501
*
All Directors as a Group
1,681,036
10.9 %
Owners of 5% or more of our common stock
Elizabeth Oberbeck(2)
549,183
3.6 %
Thomas V. Inglesby
352,236
2.3 %
Michael J. Grisius
167,216
1.1 %
* Less than 1.0%
(1) Includes 645,697 shares of common stock directly held by Mr. Oberbeck,
117,774 shares of common stock held by CLO Partners LLC, an entity wholly owned by Mr. Oberbeck, 100,000 shares of common stock held by
CLO Partners Holdings LLC, an entity wholly owned by Mr. Oberbeck, 113,506 shares of common stock directly held by Mr. Oberbeck’s
children, for which Mr. Oberbeck retains the voting rights, 1,734 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 2 below.
(2) 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
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.
112
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.
113
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Independent Registered Public Accounting Firm
For the years ended February 28, 2025 and February
29, 2024, the Company incurred the following fees for services provided by Ernst & Young LLP, including expenses:
Fiscal Year Ended
February 28,
2025
Fiscal Year Ended
February 29,
2024
Audit Fees
$ 961,700
$ 642,300
Tax Fees
84,350
50,350
Total Fees
$ 1,046,050
$ 692,650
In addition to the services listed above, Ernst
& Young LLP provided audit services to the Company’s subsidiaries. The following are the related fees:
Fiscal Year Ended February 28,
2025
Fiscal Year Ended
February 29,
2024
CLO Audit Fees
$ -
$ -
Tax Services for Company’s Subsidiaries
-
-
All Other Fees
65,000
84,925
Total Fees
$ 65,000
$ 84,925
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.
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.
114
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, 2025 and February 29, 2024
F-5
Consolidated Statements of Operations for the years ended February 28, 2025, February 29, 2024 and February 28, 2023
F-6
Consolidated Statements of Changes in Net Assets for the years ended February 28, 2025, February 29, 2024 and February 28, 2023
F-7
Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023
F-8
Consolidated Schedules of Investments for the year ended February 28, 2025 and February 29, 2024
F-9
Notes to Consolidated Financial Statements
F-27
2. Financial Statement Schedules
Reference is made to the Index to Other Financial
Statements on page S-1.
115
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 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).
4.6
Fifth Supplemental Indenture
between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to 7.75% Notes due 2025 (incorporated
by reference to Saratoga Investment Corp.’s Quarterly Report
on Form 10-Q, filed on January 10, 2023).
4.7
Seventh Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to 6.25% Notes due 2027 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q, filed on January 10, 2023).
4.8
Eighth Supplemental Indenture between the Saratoga Investment Corp. 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).
4.9
Ninth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 4.375% Note due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on January 19, 2022).
4.10
Tenth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 6.00% Note due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on April 27, 2022) .
4.11
Eleventh Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 7.00% Notes due 2025 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed on January 10, 2023).
4.12
Twelfth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 8.00% Notes due 2027 (incorporated by reference to the Saratoga Investment Corp.’s Current Report on Form 8-K (File No. 813-00732) filed on October 27, 2022).
4.13
Thirteenth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 8.125% Notes due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 13, 2022).
116
4.14
Fifteenth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 8.50% Notes due 2028 (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on April 14, 2023).
4.15
Form of 7.75% Notes due 2025 (incorporated by reference to Exhibit 4.6 hereto).
4.16
Form of 6.25% Notes due 2027 (incorporated by reference to Exhibit 4.7 hereto).
4.17
Form of 4.375% Notes due 2026 (incorporated by reference to Exhibit 4.8 hereto).
4.18
Form of 4.35% Notes due 2027 (incorporated by reference to Exhibit 4.9 hereto).
4.19
Form of 6.00% Notes due 2027 (incorporated by reference to Exhibit 4.10 hereto).
4.20
Form of 7.00% Notes due 2027 (incorporated by reference to Exhibit 4.11 hereto).
4.21
Form of 8.00% Notes due 2027 (incorporated by reference to Exhibit 4.12 hereto).
4.22
Form of 8.125% Notes due 2027 (incorporated by reference to Exhibit 4.13 hereto).
4.23
Form of 8.50% Notes due 2028 (incorporated by reference to Exhibit 4.14 hereto).
4.24
Description of Securities (incorporated by reference to Saratoga Investment Corp.’s Annual Report on Form 10-K filed on May 2, 2023) .
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
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).
10.6
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).
10.7
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).
10.8
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).
10.9
Equity Distribution Agreement, dated
July 30, 2021, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg Thalmann &
Co. Inc. and Compass Point Research & Trading, LLC, on the other hand (incorporated by reference to Saratoga Investment Corp.’s
Current Report on Form 8-K filed on August 2, 2021).
117
10.10
Amendment No. 2 to the Equity Distribution Agreement,
dated July 30, 2021, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg
Thalmann & Co. Inc. and Compass Point Research & Trading, LLC, on the other hand (incorporated by reference to Saratoga Investment
Corp.’s Current Report on Form 8-K filed on July 10, 2023).
10.11
Amendment No. 3 to the Equity Distribution Agreement,
dated July 30, 2021, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg
Thalmann & Co. Inc., Compass Point Research and Trading, LLC, and Raymond James & Associates, Inc. on the other hand (incorporated
by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on July 19, 2023).
10.12
Amendment No. 4 to the Equity Distribution Agreement by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann & Co. Inc., Compass Point Research and Trading, LLC, Raymond James & Associates, Inc., and Lucid Capital Markets, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on May 15, 2024).
10.13
Credit and Security Agreement, dated as of October 4, 2021, by and among Saratoga Investment Funding II, LLC, Saratoga Investment Corp., as collateral manager and equityholder, the lenders party thereto, Encina Lender Finance, LLC, as administrative agent for the secured parties and the collateral agent, and U.S. Bank National Association, as collateral custodian for the secured parties thereto and as collateral administrator (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 7, 2021).
10.14
First Amendment to the Credit and Security Agreement, dated as of January 27, 2023, by and among Saratoga Investment Fund II LLC, as borrower, Saratoga Investment Corp., as equityholder and as collateral manager, the lenders party thereto, Encina Lender Finance, LLC, as administrative agent and as collateral agent, U.S. Bank National Association, as custodian, and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as collateral administrator (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K, filed on February 2, 2023).
10.15
Equity Pledge Agreement, dated as of October 4, 2021, by and between Saratoga Investment Corp. and Encina Lender Finance, LLC, as collateral agent for the secured parties thereto (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 7, 2021).
10.16
Loan Sale and Contribution Agreement, dated as of October 4, 2021, by and between Saratoga Investment Corp., as seller, and Saratoga Investment Funding II LLC, as purchaser (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 7, 2021).
10.17
Credit and Security Agreement, dated as of March 27, 2024, by and among Saratoga Investment Funding III, LLC, as borrower, Saratoga Investment Corp., as collateral manager and equityholder, the lenders from time to time party thereto, Live Oak Banking Company, as administrative agent and collateral agent, U.S. Bank National Association, as custodian, and U.S. Bank Trust Company, National Association, as collateral administrator (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 28, 2024).
10.18
First Amendment and Lender Joinder to Credit and Security Agreement, dated as of June 14, 2024, by and among Saratoga Investment Funding III, LLC, as borrower, Saratoga Investment Corp., as collateral manager and equityholder, the lenders parties thereto, and Live Oak Banking Company, as administrative agent and collateral agent (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on June 17, 2024).
10.18
Equity Pledge Agreement, dated as of March 27, 2024, by and between Saratoga Investment Corp., as pledgor, and Live Oak Banking Company, as collateral agent for the benefit of the secured parties (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 28, 2024).
10.19
Loan Sale and Contribution Agreement, dated as of March 27, 2024, by and between Saratoga Investment Corp., as seller, and Saratoga Investment Funding III LLC, as purchaser (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 28, 2024).
10.20
Saratoga Senior Loan Fund I JV LLC Limited Liability Company Agreement, dated October 26, 2021, by and between Saratoga Investment Corp. and TJHA JV I LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 27, 2021).
10.21
Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated July 9, 2020 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q filed on October 4, 2022).
10.22
First Supplemental Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated January 28, 2021 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q filed on October 4, 2022).
118
10.23
Second Supplemental Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated September 8, 2022 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q filed on October 4, 2022).
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).
19
Insider Trading Policies and Procedures (incorporated by reference to Saratoga Investment Corp.’s Annual Report on Form 10-K filed on May 6, 2024).
21*
List of Subsidiaries.
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)
97.1
Compensation Recoupment Policy (incorporated by reference to Saratoga Investment Corp.’s Annual Report on Form 10-K filed on May 6, 2024).
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
ITEM 16. FORM 10-K SUMMARY
None.
119
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 7, 2025
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 7, 2025
Christian L. Oberbeck
(Principal Executive Officer)
/s/ HENRI J. STEENKAMP
Chief Financial Officer (Principal Accounting Officer and
May 7, 2025
Henri J. Steenkamp
Principal Financial Officer), Member of the Board of Directors
/s/ STEVEN M. LOONEY
Member of the Board of Directors
May 7, 2025
Steven M. Looney
/s/ CHARLES S. WHITMAN III
Member of the Board of Directors
May 7, 2025
Charles S. Whitman III
/s/ G. CABELL WILLIAMS
Member of the Board of Directors
May 7, 2025
Cabell Williams
120
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Reports of Independent Registered Public Accounting Firm (PCAOB No. 00042 ) F-2
Consolidated Statements of Assets and Liabilities as of February 28, 2025 and February 29, 2024 F-5
Consolidated Statements of Operations for the years ended February 28, 2025, February 29, 2024 and February 28, 2023 F-6
Consolidated Statements of Changes in Net Assets for the years ended February 28, 2025, February 29, 2024 and February 28, 2023 F-7
Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023 F-8
Consolidated Schedules of Investments for the year ended February 28, 2025 and February 29, 2024 F-9
Notes to Consolidated Financial Statements F-27
F- 1
Ernst
& Young LLP
One Manhattan West
New York , NY 10001-8604 Tel: +1 212 773 3000
ey.com
Report of Independent Registered Public Accounting
Firm
To 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, 2025 and February 29, 2024, 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, 2025, 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, 2025 and February 29, 2024, 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, 2025, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of
February 28, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework), and our report dated May 7, 2025 expressed an unqualified opinion thereon.
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 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. 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, 2025 and February 29, 2024, by correspondence with the custodian, debt agents,
and the underlying investees; when replies were not received from the debt agents and the underlying investees, we performed other auditing
procedures. 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 accounts or disclosures to which it relates.
F- 2
Valuation of investments using significant unobservable inputs
Description of the Matter
At February 28, 2025, the fair value of the Company's
investments categorized in Level 3 of the fair value hierarchy (Level 3 investments) totaled $974,997 (in thousands). 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, third-party bids) 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 7, 2025
F- 3
Ernst & Young LLP
One Manhattan West
New York, NY 10001-8604
Tel: +1 212 773 3000
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors
of Saratoga Investment Corp.
Opinion on Internal Control over Financial
Reporting
We have audited Saratoga Investment Corp.’s
internal control over financial reporting as of February 28, 2025, based on criteria established in Internal Control— Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our
opinion, Saratoga Investment Corp. (the “Company”) maintained, in all material respects, effective internal control over financial
reporting as of February 28, 2025, based on the COSO criteria .
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities of the
Company including the consolidated schedules of investments of the Company, as of February 28, 2025 and February 29, 2024, 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,
2025, and the related notes (collectively referred to as the “financial statements”), and our report dated May 7, 2025 expressed
an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility
is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting
firm registered with the 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 audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control
Over Financial Reporting
A company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) 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. Also, 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 the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
May 7, 2025
F- 4
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Saratoga Investment Corp.
Consolidated Statements of Assets and Liabilities
February
28,
2025
February
29,
2024
ASSETS
Investments at fair value
Non-control/Non-affiliate investments (amortized cost of $ 886,071,934 and $ 1,035,879,751 , respectively)
$ 897,660,110
$ 1,019,774,616
Affiliate investments (amortized cost of $ 38,203,811 and $ 26,707,415 , respectively)
40,547,432
27,749,137
Control investments (amortized cost of $ 75,817,587 and $ 117,196,571 , respectively)
39,870,208
91,270,036
Total investments at fair value (amortized cost of $ 1,000,093,332 and $ 1,179,783,737 , respectively)
978,077,750
1,138,793,789
Cash and cash equivalents
148,218,491
8,692,846
Cash and cash equivalents,
reserve accounts
56,505,433
31,814,278
Interest receivable (net of reserve of $ 210,319 and $ 9,490,340 , respectively)
7,477,468
10,298,998
Management fee receivable
314,193
343,023
Other assets
950,522
1,163,225
Current income tax receivable
-
99,676
Total
assets
$ 1,191,543,857
$ 1,191,205,835
LIABILITIES
Revolving credit facilities
$ 52,500,000
$ 35,000,000
Deferred debt financing costs,
revolving credit facilities
( 1,254,516 )
( 882,122 )
SBA debentures payable
170,000,000
214,000,000
Deferred debt financing costs,
SBA debentures payable
( 4,041,026 )
( 5,779,892 )
8.75 % Notes Payable 2025
20,000,000
20,000,000
Discount on 8.75 % notes payable 2025
( 9,055 )
( 112,894 )
Deferred debt financing costs, 8.75 % notes payable 2025
( 374 )
( 4,777 )
7.00 % Notes Payable 2025
12,000,000
12,000,000
Discount on 7.00 % notes payable 2025
( 68,589 )
( 193,175 )
Deferred debt financing costs, 7.00 % notes payable 2025
( 8,345 )
( 24,210 )
7.75 % Notes Payable 2025
5,000,000
5,000,000
Deferred debt financing costs, 7.75 % notes payable 2025
( 19,685 )
( 74,531 )
4.375 % Notes Payable 2026
175,000,000
175,000,000
Premium on 4.375 % notes payable 2026
287,848
564,260
Deferred debt financing costs, 4.375 % notes payable 2026
( 865,593 )
( 1,708,104 )
4.35 % Notes Payable 2027
75,000,000
75,000,000
Discount on 4.35 % notes payable 2027
( 213,424 )
( 313,010 )
Deferred debt financing costs, 4.35 % notes payable 2027
( 688,786 )
( 1,033,178 )
6.25 % Notes Payable 2027
15,000,000
15,000,000
Deferred debt financing costs, 6.25 % notes payable 2027
( 202,144 )
( 273,449 )
6.00 % Notes Payable 2027
105,500,000
105,500,000
Discount on 6.00 % notes payable 2027
( 87,295 )
( 123,782 )
Deferred debt financing costs, 6.00 % notes payable 2027
( 1,524,089 )
( 2,224,403 )
8.00 % Notes Payable 2027
46,000,000
46,000,000
Deferred debt financing costs, 8.00 % notes payable 2027
( 927,484 )
( 1,274,455 )
8.125 % Notes Payable 2027
60,375,000
60,375,000
Deferred debt financing costs, 8.125 % notes payable 2027
( 1,156,234 )
( 1,563,594 )
8.50 % Notes Payable 2028
57,500,000
57,500,000
Deferred debt financing costs, 8.50 % notes payable 2028
( 1,273,134 )
( 1,680,039 )
Base management and incentive
fees payable
6,230,944
8,147,217
Deferred tax liability
4,889,329
3,791,150
Accounts payable and accrued
expenses
1,676,335
1,337,542
Interest and debt fees payable
3,909,517
3,582,173
Due
to Manager
349,189
450,000
Total
liabilities
798,878,389
820,981,727
Commitments and contingencies
(See Note 9)
NET ASSETS
Common stock, par value $ 0.001 , 100,000,000 common shares authorized, 15,183,078 and 13,653,476 common shares issued and outstanding, respectively
15,183
13,654
Capital in excess of par value
412,913,597
371,081,199
Total
distributable deficit
( 20,263,312 )
( 870,745 )
Total
net assets
392,665,468
370,224,108
Total
liabilities and net assets
$ 1,191,543,857
$ 1,191,205,835
NET ASSET VALUE PER SHARE
$ 25.86
$ 27.12
See accompanying notes to consolidated financial
statements.
F- 5
Saratoga Investment Corp.
Consolidated Statements of Operations
For the year ended
February 28,
2025
February 29,
2024
February 28,
2023
INVESTMENT INCOME
Interest from investments
Interest income:
Non-control/Non-affiliate investments
$ 119,478,418
$ 113,521,652
$ 72,677,237
Affiliate investments
1,883,615
3,299,816
4,773,527
Control investments
5,649,993
8,507,909
6,602,594
Payment-in-kind interest income:
Non-control/Non-affiliate investments
2,245,934
766,697
359,910
Affiliate investments
1,479,391
874,226
416,711
Control investments
284,590
814,925
386,889
Total interest from investments
131,021,941
127,785,225
85,216,868
Interest from cash and cash equivalents
6,530,315
2,512,416
1,368,489
Management fee income
3,114,466
3,270,232
3,269,820
Dividend income(*):
Non-control/Non-affiliate investments
588,247
621,398
2,104,355
Affiliate investments
-
-
615,917
Control investments
3,973,584
5,911,564
-
Total dividend from investments
4,561,831
6,532,962
2,720,272
Structuring and advisory fee income
1,582,822
2,149,751
3,585,061
Other income
2,043,863
1,469,320
2,943,610
Total investment income
148,855,238
143,719,906
99,104,120
OPERATING EXPENSES
Interest and debt financing expenses
52,059,045
49,179,899
33,498,489
Base management fees
18,382,404
19,212,337
16,423,960
Incentive management fees expense (benefit)
13,254,402
8,025,468
5,057,117
Professional fees
2,058,003
1,767,015
1,812,259
Administrator expenses
4,708,333
3,872,917
3,160,417
Insurance
303,859
322,323
347,483
Directors fees and expenses
366,500
351,297
360,000
General and administrative
1,901,592
2,241,579
2,328,672
Income tax expense (benefit)
412,032
42,926
( 152,956 )
Excise tax expense (benefit)
2,406,465
1,829,837
1,067,532
Total operating expenses
95,852,635
86,845,598
63,902,973
NET INVESTMENT INCOME
53,002,603
56,874,308
35,201,147
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from investments:
Non-control/Non-affiliate investments
12,534,746
153,583
7,446,596
Control investments
( 54,564,070 )
-
-
Net realized gain (loss) from investments
( 42,029,324 )
153,583
7,446,596
Income tax (provision) benefit from realized gain on investments
-
-
548,568
Net change in unrealized appreciation (depreciation) on investments:
Non-control/Non-affiliate investments
27,693,311
( 24,167,727 )
( 5,330,880 )
Affiliate investments
1,301,899
( 1,541,829 )
574,354
Control investments
( 10,020,844 )
( 21,381,288 )
( 10,461,606 )
Net change in unrealized appreciation (depreciation) on investments
18,974,366
( 47,090,844 )
( 15,218,132 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
( 1,060,936 )
( 893,166 )
( 1,715,333 )
Net realized and unrealized gain (loss) on investments
( 24,115,894 )
( 47,830,427 )
( 8,938,301 )
Realized losses on extinguishment of debt
( 800,452 )
( 110,056 )
( 1,587,083 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 28,086,257
$ 8,933,825
$ 24,675,763
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE
$ 2.02
$ 0.71
$ 2.06
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
13,912,170
12,670,939
11,963,533
* Certain prior period amounts have been reclassified to conform
to current year presentation.
See accompanying notes to consolidated financial
statements.
F- 6
Saratoga Investment Corp.
Consolidated Statements of Changes in Net Assets
For the year ended
February 28,
2025
February 29,
2024
February 28,
2023
INCREASE (DECREASE) FROM OPERATIONS:
Net investment income
$ 53,002,603
$ 56,874,308
$ 35,201,147
Net realized gain (loss) from investments
( 42,029,324 )
153,583
7,446,596
Realized losses on extinguishment of debt
( 800,452 )
( 110,056 )
( 1,587,083 )
Income tax (provision) benefit from realized gain on investments
-
-
548,568
Net change in unrealized appreciation (depreciation) on investments
18,974,366
( 47,090,844 )
( 15,218,132 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
( 1,060,936 )
( 893,166 )
( 1,715,333 )
Net increase in net assets resulting from operations
28,086,257
8,933,825
24,675,763
DECREASE FROM SHAREHOLDER DISTRIBUTIONS:
Total distributions to shareholders
( 45,824,879 )
( 35,635,955 )
( 27,313,402 )
Net decrease in net assets from shareholder distributions
( 45,824,879 )
( 35,635,955 )
( 27,313,402 )
CAPITAL SHARE TRANSACTIONS:
Proceeds from issuance of common stock (1)
33,002,028
44,539,387
-
Capital contribution from Manager
2,351,767
4,475,297
-
Stock dividend distribution
5,077,632
3,582,345
4,648,262
Repurchases of common stock
-
( 2,157,605 )
( 10,824,340 )
Repurchase fees
-
( 1,772 )
( 8,764 )
Offering costs
( 251,445 )
( 469,456 )
-
Net increase (decrease) in net assets from capital share transactions
40,179,982
49,968,196
( 6,184,842 )
Total increase (decrease) in net assets
22,441,360
23,266,066
( 8,822,481 )
Net assets at beginning of year
370,224,108
346,958,042
355,780,523
Net assets at end of year
$ 392,665,468
$ 370,224,108
$ 346,958,042
(1) See Note 11 to the Consolidated Financial Statements contained
herein for more information on share issuance.
See accompanying notes to consolidated financial
statements.
F- 7
Saratoga Investment Corp.
Consolidated Statements of Cash Flows
For
the year ended
February
28,
2025
February
29,
2024
February
28,
2023
Operating activities
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 28,086,257
$ 8,933,825
$ 24,675,763
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Distributions from CLO, payment-in-kind and other
adjustments to cost
( 3,566,012 )
4,910,320
1,882,734
Net accretion of discount on investments
( 2,809,163 )
( 2,221,257 )
( 1,816,934 )
Amortization of deferred debt financing costs
5,025,786
5,171,249
3,587,139
Realized losses on extinguishment of debt
800,452
110,056
1,587,083
Income tax expense (benefit)
37,243
42,926
( 152,956 )
Net realized (gain) loss from investments
42,029,324
( 153,583 )
( 7,446,596 )
Net change in unrealized (appreciation) depreciation
on investments
( 18,974,366 )
47,090,844
15,218,132
Net change in provision for
deferred taxes on unrealized (appreciation) depreciation on investments
1,060,936
893,166
1,715,333
Proceeds from sales and repayments of investments
312,113,685
30,271,047
222,215,062
Purchases of investments
( 168,077,429 )
( 246,100,906 )
( 385,075,296 )
(Increase) decrease in operating assets:
Interest receivable
2,821,530
( 2,139,047 )
( 3,066,390 )
Due from affiliate
-
-
90,968
Management fee receivable
28,830
20,786
( 1,260 )
Other assets
212,703
( 631,887 )
( 276,357 )
Current income tax receivable
99,676
336,875
( 436,551 )
Increase (decrease) in operating liabilities:
Base management and incentive fees payable
( 1,916,273 )
( 3,967,661 )
( 832,147 )
Accounts payable and accrued expenses
338,793
( 126,801 )
665,285
Current tax payable
-
-
( 2,820,036 )
Interest and debt fees payable
327,344
( 70,763 )
851,315
Directors fees payable
-
( 14,932 )
( 55,068 )
Excise tax payable
-
-
( 630,183 )
Due to Manager
( 100,811 )
439,065
( 252,879 )
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
197,538,505
( 157,206,679 )
( 130,373,839 )
Financing activities
Borrowings on debt
30,000,000
71,500,000
113,000,000
Paydowns on debt
( 56,500,000 )
( 57,000,000 )
( 76,000,000 )
Issuance of notes
-
77,500,000
223,875,000
Repayments of notes
-
-
( 43,125,000 )
Payments of deferred debt financing costs
( 1,176,808 )
( 4,694,711 )
( 10,135,986 )
Discount on debt issuance, 6.00% notes 2027
-
-
( 176,000 )
Discount on debt issuance, 7.00% notes 2025
-
-
( 360,000 )
Proceeds from issuance of common stock
33,002,028
44,539,387
-
Capital contribution from Manager
2,351,767
4,475,297
-
Payments of cash dividends
( 40,747,247 )
( 32,053,610 )
( 22,665,140 )
Repurchases of common stock
-
( 2,157,605 )
( 10,824,340 )
Repurchases fees
-
( 1,772 )
( 8,764 )
Payments of offering costs
( 251,445 )
( 469,456 )
-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
( 33,321,705 )
101,637,530
173,579,770
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS
164,216,800
( 55,569,149 )
43,205,931
CASH
AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF YEAR
40,507,124
96,076,273
52,870,342
CASH
AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF YEAR (See note 2)
$ 204,723,924
$ 40,507,124
$ 96,076,273
Supplemental information:
Interest paid during the year
$ 46,705,914
$ 44,079,413
$ 28,904,198
Cash paid for taxes
791,645
748,721
2,770,984
Supplemental non-cash information:
Payment-in-kind interest income and other adjustments
to cost
3,407,609
( 4,910,319 )
( 1,882,737 )
Net accretion of discount on investments
2,809,163
2,221,257
1,816,934
Amortization of deferred debt financing costs
5,025,786
5,171,249
3,587,139
Stock dividend distribution
5,077,632
3,582,345
4,648,262
See accompanying notes to consolidated financial
statements.
F- 8
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
Non-control/Non-affiliate investments - 229.3% (b)
Altvia MidCo, LLC. Alternative Investment Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 12.82 % Cash, 7/18/2027 7/18/2022 $ 8,835,600 $ 8,775,378 $ 8,845,319 2.3 %
Altvia MidCo, LLC. (h) Alternative Investment Management Software Series A-1 Preferred Shares 7/18/2022 2,000,000 2,000,000 2,730,236 0.7 %
Total Alternative Investment Management Software 10,775,378 11,575,555 3.0 %
BQE Software, Inc. (d) Architecture & Engineering Software First Lien Term Loan
(3M USD TERM SOFR+ 5.50 %), 9.82 % Cash, 4/13/2028 4/13/2023 $ 24,500,000 24,328,507 24,541,650 6.3 %
BQE Software, Inc. (j) Architecture & Engineering Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.50 %), 9.82 % Cash, 4/13/2028 4/13/2023 $ 750,000 746,569 751,275 0.2 %
Total Architecture & Engineering Software 25,075,076 25,292,925 6.5 %
GrowthZone, LLC Association Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.25 %), 12.57 % Cash, 5/10/2028 5/10/2023 $ 23,336,753 23,044,093 23,402,096 6.0 %
Golden TopCo LP (h) Association Management Software Class A-2 Common Units 5/10/2023 1,072,394 1,072,394 1,447,602 0.4 %
Total Association Management Software 24,116,487 24,849,698 6.4 %
Artemis Wax Corp. (d)(j) Consumer Services Delayed Draw Term Loan (1M USD TERM SOFR+ 7.50 %), 11.82 % Cash, 5/20/2026 5/20/2021 $ 57,500,000 57,333,736 56,953,750 14.5 %
Artemis Wax Corp. (h) Consumer Services Series B-1 Preferred Stock 5/20/2021 934,463 1,500,000 338,044 0.1 %
Artemis Wax Corp. (h) Consumer Services Series D Preferred Stock 12/22/2022 331,640 1,711,866 2,147,020 0.5 %
Total Consumer Services 60,545,602 59,438,814 15.1 %
Schoox, Inc. (h), (i) Corporate Education Software Series 1 Membership Interest 12/8/2020 1,050 475,698 3,978,192 1.0 %
Total Corporate Education Software 475,698 3,978,192 1.0 %
Innergy, Inc. Custom Millwork Software First Lien Term Loan
(3M USD TERM SOFR+ 5.50 %), 9.82 % Cash, 2/20/2030 2/20/2025 $ 32,000,000 31,721,847 31,721,600 8.1 %
Innergy, Inc. (j) Custom Millwork Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.50 %), 9.82 % Cash, 2/20/2030 2/20/2025 $ -
-
-
0.0 %
Total Custom Millwork Software 31,721,847 31,721,600 8.1 %
GreyHeller LLC (h) Cyber Security Common Stock 11/10/2021 7,857,689 1,906,275 3,516,571 0.9 %
Total Cyber Security 1,906,275 3,516,571 0.9 %
Gen4 Dental Partners Holdings, LLC Dental Practice Management First Lien Term Loan
(1M USD TERM SOFR+ 5.75 %), 10.07 % Cash, 5/13/2030 5/13/2024 $ 7,107,143 7,043,790 7,043,179 1.8 %
Gen4 Dental Partners Holdings, LLC (j) Dental Practice Management Delayed Draw Term Loan
(1M USD TERM SOFR+ 5.75 %), 10.07 % Cash, 5/13/2030 5/13/2024 $ -
-
-
0.0 %
Gen4 Dental Partners Holdings, LLC (j) Dental Practice Management Revolving Credit Facility
(1M USD TERM SOFR+ 5.75 %), 10.07 % Cash, 5/13/2030 5/13/2024 $ -
-
-
0.0 %
Gen4 Dental Partners Holdings, LLC (h)(i) Dental Practice Management Series A Preferred Units 2/8/2023 493,999 1,027,519 972,485 0.2 %
Modis Dental Partners OpCo, LLC Dental Practice Management First Lien Term Loan
(1M USD TERM SOFR+ 9.41 %), 13.74 % Cash, 4/18/2028 4/18/2023 $ 7,000,000 6,925,052 7,079,800 1.8 %
F- 9
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Modis Dental Partners OpCo, LLC (j) Dental Practice Management Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.41 %), 13.74 % Cash, 4/18/2028 4/18/2023 $ 8,600,000 8,498,729 8,698,040 2.2 %
Modis Dental Partners OpCo, LLC (h) Dental Practice Management Class A Preferred Units 4/18/2023 2,950,000 2,950,000 2,552,488 0.7 %
New England Dental Partners Dental Practice Management First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 12.47 % Cash, 11/25/2025 11/25/2020 $ 6,555,000 6,541,869 6,636,282 1.7 %
New England Dental Partners Dental Practice Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.00 %), 12.47 % Cash, 11/25/2025 11/25/2020 $ 2,150,000 2,148,547 2,176,660 0.6 %
Total Dental Practice Management 35,135,506 35,158,934 9.0 %
Exigo, LLC (d) Direct Selling Software First Lien Term Loan
(1M USD TERM SOFR+ 6.25 %), 10.67 % Cash, 3/16/2027 3/16/2022 $ 24,065,038 23,961,810 23,352,713 5.9 %
Exigo, LLC (j) Direct Selling Software Revolving Credit Facility
(1M USD TERM SOFR+ 6.25 %), 10.67 % Cash, 3/16/2027 3/16/2022 $ -
-
( 18,500 ) 0.0 %
Exigo, LLC (h), (i) Direct Selling Software Common Units 3/16/2022 1,041,667 1,041,667 729,464 0.2 %
Total Direct Selling Software 25,003,477 24,063,677 6.1 %
C2 Educational Systems, Inc. (d) Education Services First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 12.82 % Cash, 5/31/2025 5/31/2017 $ 23,000,000 22,993,974 22,990,800 5.9 %
C2 Educational Systems, Inc. (j) Education Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 12.82 % Cash, 5/31/2025 4/28/2023 $ -
-
-
0.0 %
C2 Education Systems, Inc. (h) Education Services Series A-1 Preferred Stock 5/18/2021 3,127 499,904 605,383 0.2 %
Total Education Services 23,493,878 23,596,183 6.1 %
GoReact
Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.02 % Cash/ 1.00 % PIK, 4/17/2025 1/17/2020 $ 8,170,158 8,169,876 8,170,158 2.1 %
GoReact (j)
Education Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.02 % Cash/ 1.00 % PIK, 4/17/2025 1/18/2022 $ -
-
-
0.0 %
Identity Automation Systems (h) Education Software Common Stock Class A-2 Units 8/25/2014 232,616 232,616 1,182,481 0.3 %
Identity Automation Systems (h) Education Software Common Stock Class A-1 Units 3/6/2020 43,715 171,571 329,237 0.1 %
Ready Education (d) Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.32 % Cash, 8/5/2027 8/5/2022 $ 32,000,000 31,801,611 31,913,600 8.1 %
Total Education Software 40,375,674 41,595,476 10.6 %
TG Pressure Washing Holdings, LLC (h) Facilities Maintenance Preferred Equity 8/12/2019 488,148 488,148 -
0.0 %
Total Facilities Maintenance 488,148 -
0.0 %
Davisware, LLC Field Service Management First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 10.82 % Cash, 11/30/2025 9/6/2019 $ 6,000,000 6,000,000 6,012,000 1.5 %
Davisware, LLC (j) Field Service Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.50 %), 10.82 % Cash, 11/30/2025 9/6/2019 $ 5,727,790 5,725,290 5,739,246 1.5 %
Total Field Service Management 11,725,290 11,751,246 3.0 %
GDS Software Holdings, LLC Financial Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.32 % Cash, 12/30/2026 12/30/2021 $ 22,713,926 22,655,802 22,654,870 5.8 %
GDS Software Holdings, LLC (d) Financial Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.32 % Cash, 12/30/2026 12/30/2021 $ 3,286,074 3,266,913 3,277,530 0.8 %
GDS Software Holdings, LLC (h) Financial Services Common Stock Class A Units 8/23/2018 250,000 250,000 370,057 0.1 %
Total Financial Services 26,172,715 26,302,457 6.7 %
F- 10
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Ascend Software, LLC Financial Services Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.08 % Cash, 12/15/2026 12/15/2021 $ 6,000,000 5,974,824 5,930,400 1.5 %
Ascend Software, LLC (j) Financial Services Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.08 % Cash, 12/15/2026 12/15/2021 $ 4,050,000 4,037,989 4,003,020 1.0 %
Total Financial Services Software 10,012,813 9,933,420 2.5 %
Inspect Point Holdings, LLC Fire Inspection Business Software First Lien Term Loan
(1M USD TERM SOFR+ 6.50 %), 10.82 % Cash, 07/19/2028 7/19/2023 $ 10,000,000 9,927,042 10,178,000 2.6 %
Inspect Point Holdings, LLC (j) Fire Inspection Business Software Delayed Draw Term Loan
(1M USD TERM SOFR+ 6.50 %), 10.82 % Cash, 07/19/2028 7/19/2023 $ -
-
-
0.0 %
Total Fire Inspection Business Software 9,927,042 10,178,000 2.6 %
Stretch Zone Franchising, LLC (d) Health/Fitness Franchisor First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.32 % Cash, 3/31/2028 3/31/2023 $ 28,717,271 28,525,975 27,327,355 7.0 %
Stretch Zone Franchising, LLC (j) Health/Fitness Franchisor Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.32 % Cash, 3/31/2028 3/31/2023 $ -
-
( 72,600 ) 0.0 %
Stretch Zone Franchising, LLC (h) Health/Fitness Franchisor Class A Units 3/31/2023 20,000 2,000,000 1,198,117 0.3 %
Total Health/Fitness Franchisor 30,525,975 28,452,872 7.3 %
Alpha Aesthetics Partners OpCo, LLC Healthcare Services First Lien Term Loan
(1M USD TERM SOFR+ 9.92 %), 14.25 % Cash, 3/20/2028 3/20/2023 $ 3,900,000 3,858,168 3,952,260 1.1 %
Alpha Aesthetics Partners OpCo, LLC Healthcare Services Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.92 %), 14.25 % Cash, 3/20/2028 3/20/2023 $ 15,100,000 14,915,338 15,302,340 3.9 %
Alpha Aesthetics Partners OpCo, LLC (h) Healthcare Services Class A Preferred Units 3/20/2023 3,675,000 3,675,000 3,822,369 1.0 %
Axiom Medical Consulting, LLC Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.32 % Cash, 9/11/2028 9/11/2023 $ 6,000,000 5,959,513 6,000,000 1.5 %
Axiom Medical Consulting, LLC (j) Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.32 % Cash, 9/11/2028 9/11/2023 $ -
-
-
0.0 %
Axiom Parent Holdings, LLC (h) Healthcare Services Class A Preferred Units 6/19/2018 400,000 258,389 884,831 0.2 %
ComForCare Health Care (d) Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.25 %), 10.57 % Cash, 12/31/2027 1/31/2017 $ 55,000,000 54,766,528 55,187,000 14.1 %
Total Healthcare Services 83,432,936 85,148,800 21.8 %
Procurement Partners, LLC Healthcare Software First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 10.82 % Cash, 5/12/2026 11/12/2020 $ 35,125,000 35,033,286 35,125,000 8.9 %
Procurement Partners, LLC Healthcare Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.50 %), 10.82 % Cash, 5/12/2026 11/12/2020 $ 10,300,000 10,287,080 10,300,000 2.6 %
Procurement Partners Holdings LLC (h) Healthcare Software Class A Units 11/12/2020 571,219 571,219 442,532 0.1 %
Procurement Partners Holdings LLC (h) Healthcare Software Class AA Units 11/12/2020 220,385 30,994 118,529 0.0 %
Total Healthcare Software 45,922,579 45,986,061 11.6 %
Roscoe Medical, Inc. (h) Healthcare Supply Common Stock 3/26/2014 5,081 508,077 -
0.0 %
Total Healthcare Supply 508,077 -
0.0 %
F- 11
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Granite Comfort, LP (d) HVAC Services and Sales First Lien Term Loan
(3M USD TERM SOFR+ 7.41 %), 11.72 % Cash, 5/16/2027 11/16/2020 $ 43,000,000 42,842,108 41,937,900 10.7 %
Granite Comfort, LP (j)(d) HVAC Services and Sales Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.41 %), 11.72 % Cash, 5/16/2027 11/16/2020 $ 16,207,805 16,101,236 15,520,041 4.0 %
Total HVAC Services and Sales 58,943,344 57,457,941 14.7 %
Vector Controls Holding Co., LLC (h) Industrial Products Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 5/31/2015 329 -
9,404,077 2.4 %
Total Industrial Products -
9,404,077 2.4 %
AgencyBloc, LLC Insurance Software First Lien Term Loan
(1M USD TERM SOFR+ 7.76 %), 12.09 % Cash, 10/1/2026 10/1/2021 $ 15,615,511 15,553,310 15,615,511 4.0 %
Panther ParentCo LLC (h) Insurance Software Class A Units 10/1/2021 2,500,000 2,500,000 4,729,353 1.2 %
Total Insurance Software 18,053,310 20,344,864 5.2 %
Avantra IT Services First Lien Term Loan
(3M USD TERM SOFR+ 7.97 %), 12.29 % Cash, 9/20/2029 9/19/2024 $ 17,000,000 16,823,180 16,809,600 4.3 %
Maple Holdings Midco Limited (h) IT Services Class A Common Units 9/19/2024 2,000,000 2,000,000 2,000,000 0.5 %
Total IT Services 18,823,180 18,809,600 4.8 %
ActiveProspect, Inc. (d) Lead Management Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.52 % Cash, 8/8/2027 8/8/2022 $ 11,525,624 11,470,461 11,640,880 3.0 %
ActiveProspect, Inc. (j) Lead Management Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.52 % Cash, 8/8/2027 8/8/2022 $ -
-
-
0.0 %
Total Lead Management Software 11,470,461 11,640,880 3.0 %
Madison Logic, Inc. (d)(m) Marketing Orchestration Software First Lien Term Loan
(1M USD TERM SOFR+ 7.50 %), 11.82 % Cash, 12/30/2028 12/30/2022 $ 18,841,634 18,649,126 18,444,075 4.7 %
Total Marketing Orchestration Software 18,649,126 18,444,075 4.7 %
ARC Health OpCo LLC (d) Mental Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 8.40 %), 12.72 % Cash, 8/5/2027 8/5/2022 $ 6,500,000 6,455,259 6,184,750 1.6 %
ARC Health OpCo LLC (d) Mental Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.40 %), 12.72 % Cash, 8/5/2027 8/5/2022 $ 26,914,577 26,907,840 25,609,220 6.5 %
ARC Health OpCo LLC (h) Mental Healthcare Services Class A Preferred Units 8/5/2022 3,818,400 4,169,599 610,944 0.2 %
Total Mental Healthcare Services 37,532,698 32,404,914 8.3 %
Chronus LLC Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 5.25 %), 9.72 % Cash, 8/26/2026 8/26/2021 $ 15,000,000 14,943,520 14,910,000 3.8 %
Chronus LLC (d) Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 10.47 % Cash, 8/26/2026 8/26/2021 $ 5,000,000 4,975,736 4,970,000 1.3 %
Chronus LLC (h) Mentoring Software Series A Preferred Stock 8/26/2021 3,000 3,000,000 2,146,574 0.5 %
Total Mentoring Software 22,919,256 22,026,574 5.6 %
Cloudpermit Municipal Government Software First Lien Term Loan
(3M USD TERM SOFR+ 5.75 %), 10.07 % Cash, 9/5/2029 9/5/2024 $ 28,000,000 27,750,119 27,720,000 7.1 %
Cloudpermit (j) Municipal Government Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.75 %), 10.07 % Cash, 9/5/2029 9/5/2024 $ -
-
-
0.0 %
Cloudpermit (h) Municipal Government Software Limited Partner Interests 9/5/2024 2,000 2,000,000 2,000,000 0.5 %
Total Municipal Government Software 29,750,119 29,720,000 7.6 %
F- 12
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Omatic Software, LLC (d) Non-profit Services First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 12.58 % Cash/ 1.00 % PIK, 6/30/2025 5/29/2018 $ 16,435,922 16,429,958 16,470,437 4.2 %
Total Non-profit Services 16,429,958 16,470,437 4.2 %
Emily Street Enterprises, L.L.C. (d) Office Supplies Senior Secured Note
(3M USD TERM SOFR+ 6.75 %), 11.07 % Cash, 12/31/2028 12/28/2012 $ 5,300,000 5,285,054 5,339,220 1.4 %
Total Office Supplies 5,285,054 5,339,220 1.4 %
Buildout, Inc. (d) Real Estate Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.42 % Cash, 7/9/2025 7/9/2020 $ 14,000,000 13,985,556 13,587,000 3.5 %
Buildout, Inc. Real Estate Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 11.42 % Cash, 7/9/2025 2/12/2021 $ 38,500,000 38,454,669 37,364,250 9.5 %
Buildout, Inc. (h)(i) Real Estate Services Limited Partner Interests 7/9/2020 1,250 1,372,557 798,892 0.2 %
Total Real Estate Services 53,812,782 51,750,142 13.2 %
Wellspring Worldwide Inc. Research Software First Lien Term Loan
(3M USD TERM SOFR+ 8.42 %), 12.74 % Cash, 12/22/2028 6/27/2022 $ 9,492,000 9,428,229 9,492,000 2.4 %
Wellspring Worldwide Inc. Research Software Delayed DrawTerm Loan
(3M USD TERM SOFR+ 8.42 %), 12.74 % Cash, 12/22/2028 6/27/2022 $ 14,400,000 14,259,405 14,400,000 3.7 %
Archimedes Parent LLC (h) Research Software Class A Common Units 6/27/2022 2,475,160 2,475,160 2,387,902 0.6 %
Total Research Software 26,162,794 26,279,902 6.7 %
LFR Chicken LLC Restaurant First Lien Term Loan
(1M USD TERM SOFR+ 7.00 %), 11.32 % Cash, 11/19/2026 11/19/2021 $ 12,000,000 11,952,144 12,000,000 3.1 %
LFR Chicken LLC (j) Restaurant Delayed Draw Term Loan
(1M USD TERM SOFR+ 7.00 %), 11.32 % Cash, 11/19/2026 11/19/2021 $ 18,000,000 17,906,382 18,000,000 4.6 %
LFR Chicken LLC (h) Restaurant Series B Preferred Units 11/19/2021 497,183 1,000,000 1,599,989 0.4 %
Total Restaurant 30,858,526 31,599,989 8.1 %
Avionte Holdings, LLC (h) Staffing Services Class A Units 1/8/2014 100,000 100,000 3,426,460 0.9 %
Total Staffing Services 100,000 3,426,460 0.9 %
JDXpert Talent Acquisition Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.08 % Cash, 5/2/2027 5/2/2022 $ 6,000,000 5,969,521 6,000,000 1.5 %
JDXpert Talent Acquisition Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.08 % Cash, 5/2/2027 5/2/2022 $ 1,000,000 993,974 1,000,000 0.3 %
JDXpert (j) Talent Acquisition Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.08 % Cash, 5/2/2027 3/31/2023 $ 500,000 496,237 500,000 0.1 %
Jobvite, Inc. (d) Talent Acquisition Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 11.82 % Cash, 8/5/2028 8/5/2022 $ 20,000,000 19,900,196 19,834,000 5.1 %
Total Talent Acquisition Software 27,359,928 27,334,000 7.0 %
VetnCare MSO, LLC (j) Veterinary Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.75 %), 10.07 % Cash, 5/12/2028 5/12/2023 $ 12,680,505 12,580,925 12,666,554 3.2 %
Total Veterinary Services 12,580,925 12,666,554 3.2 %
Sub Total Non-control/Non-affiliate investments 886,071,934 897,660,110 229.3 %
F- 13
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of
Shares Cost Fair
Value (c) % of
Net Assets
Affiliate investments - 10.3% (b)
ETU Holdings, Inc. (f) Corporate Education Software First Lien Term Loan
(3M USD TERM SOFR+ 9.00 %), 13.47 % Cash, 8/18/2027 8/18/2022 $ 7,000,000 6,959,248 6,980,400 1.8 %
ETU Holdings, Inc. (f) Corporate Education Software Second Lien Term Loan
15.00 % PIK, 2/18/2028 8/18/2022 $ 7,125,931 7,093,577 6,387,685 1.6 %
ETU Holdings, Inc. (f)(h) Corporate Education Software Series A Preferred Units 8/18/2022 3,000,000 3,000,000 -
0.0 %
Total Corporate Education Software 17,052,825 13,368,085 3.4 %
Axero Holdings, LLC (f) Employee Collaboration Software First Lien Term Loan
4.50 % Cash, (3M USD TERM SOFR + 2.50 %) PIK, 12/31/2027 6/30/2021 $ 15,933,063 15,913,591 15,933,063 4.1 %
Axero Holdings, LLC (f) Employee Collaboration Software Delayed Draw Term Loan
4.50 % Cash, (3M USD TERM SOFR + 2.50 %) PIK, 12/31/2027 6/30/2021 $ 1,130,734 1,126,177 1,130,734 0.3 %
Axero Holdings, LLC (f)(j) Employee Collaboration Software Revolving Credit Facility
4.50 % Cash, (3M USD TERM SOFR + 2.50 %) PIK, 12/31/2027 2/3/2022 $ -
-
-
0.0 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series A Preferred Units 6/30/2021 2,055,609 2,055,609 3,529,000 0.9 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series B Preferred Units 6/30/2021 2,055,609 2,055,609 6,586,550 1.6 %
Total Employee Collaboration Software 21,150,986 27,179,347 6.9 %
Sub Total Affiliate investments 38,203,811 40,547,432 10.3 %
Control investments - 10.2% (b)
Zollege PBC (k)(g) Education Services First Lien Term Loan
4.84 % PIK, 8/9/2027 5/11/2021 $ 1,461,250 1,461,250 1,085,855 0.3 %
Zollege PBC (h)(g) Education Services Common Stock 5/11/2021 7,731,294 558,799 2,851,295 0.7 %
Total Education Services 2,020,049 3,937,150 1.0 %
Pepper Palace, Inc. (k)(g) Specialty Food Retailer First Lien Term Loan
4.42 % PIK, 12/31/2028 6/30/2021 $ 2,400,000 2,400,000 1,326,000 0.3 %
Pepper Palace, Inc. (j)(k)(g) Specialty Food Retailer Delayed Draw Term Loan
4.42 % PIK, 12/31/2028 6/30/2021 $ -
-
-
0.0 %
Pepper Palace, Inc. (j)(k)(g) Specialty Food Retailer Revolving Credit Facility
4.42 % PIK, 12/31/2028 6/30/2021 $ 400,000 400,000 221,000 0.1 %
Pepper Palace, Inc. (h)(g) Specialty Food Retailer Class A Units 6/30/2021 100,000 138,561 -
0.0 %
Total Specialty Food Retailer 2,938,561 1,547,000 0.4 %
Saratoga Investment Corp. CLO 2013-1, Ltd. (a)(e)(g) Structured Finance Securities Other/Structured Finance Securities
0.00 %, 4/20/2033 1/22/2008 $ 111,000,000 14,889,037 240,578 0.1 %
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 10.00 %), 14.58 %, 4/20/2033 8/9/2021 $ 9,375,000 9,375,000 2,280,938 0.6 %
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 8.55 %), 12.87 %, 10/20/2033 10/28/2022 $ 12,250,000 11,392,500 12,250,000 3.1 %
Total Structured Finance Securities 35,656,537 14,771,516 3.8 %
Saratoga Senior Loan Fund I JV, LLC (a)(g)(j) Investment Fund Unsecured Loan
10.00 %, 10/20/2033 12/17/2021 $ 17,618,954 17,618,954 16,533,626 4.2 %
Saratoga Senior Loan Fund I JV, LLC (a)(g) Investment Fund Membership Interest 12/17/2021 17,583,486 17,583,486 3,080,916 0.8 %
Total Investment Fund 35,202,440 19,614,542 5.0 %
Sub Total Control investments 75,817,587 39,870,208 10.2 %
TOTAL INVESTMENTS - 249.8% (b) $ 1,000,093,332 $ 978,077,750 249.8 %
F- 14
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
Number of Shares
Cost
Fair Value
% of
Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 37.7% (b)
U.S. Bank Money Market (l)
148,218,491
$ 148,218,491
$ 148,218,491
37.7 %
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
148,218,491
$ 148,218,491
$ 148,218,491
37.7 %
(1) Securities
are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities. Money market funds
are valued at net asset value and are considered level 1 investments within the fair value hierarchy.
(a) Represents
an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940
Act”). As of February 28, 2025, non-qualifying assets represent 4.0% of the Company’s portfolio at fair value. As a BDC, the Company
generally has to invest at least 70% of its total assets in qualifying assets.
(b) Percentages
are based on net assets of $392,665,468 as of February 28, 2025.
(c) Because
there is no “readily available market quotations” (as defined in the 1940 Act) 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 the Company’s senior secured revolving credit facility (see Note
8 to the consolidated financial statements).
(e) This
investment does not have a stated interest rate that is payable thereon. As a result, the 0.00% 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) As
defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting
securities. Transactions during the year ended February 28, 2025 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)
Axero Holdings, LLC
$ 10,000,000
$ -
$ 1,327,375
$ -
$ -
$ 2,551,701
ETU Holdings, Inc.
-
-
2,035,631
-
-
( 1,249,802 )
Total
$ 10,000,000
$ -
$ 3,363,006
$ -
$ -
$ 1,301,899
F- 15
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2025
(g) As defined in the 1940 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, 2025 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
Total Dividends from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC
$ -
$ 2,260,337
$ 921,530
$ -
$ -
$ ( 5,445,808 )
$ 3,802,854
Pepper Palace, Inc.
1,450,000
-
1,338
-
-
( 34,007,427 )
( 1,391,561 )
Zollege PBC
200,707
209,460
110,862
-
-
( 15,110,835 )
1,917,101
Saratoga Investment Corp. CLO 2013-1, Ltd.
-
-
-
-
3,114,466
-
( 2,147,199 )
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note
-
-
1,685,977
-
-
-
-
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note
-
-
1,452,981
-
-
-
( 6,594,289 )
Saratoga Senior Loan Fund I JV, LLC
-
-
1,761,895
-
-
-
715,329
Saratoga Senior Loan Fund I JV, LLC
-
-
-
3,973,584
-
-
( 6,323,079 )
Total
$ 1,650,707
$ 2,469,797
$ 5,934,583
$ 3,973,584
$ 3,114,466
$ ( 54,564,070 )
$ ( 10,020,844 )
(h) Non-income producing at February 28, 2025.
(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, 2025. (See Note 9 to the consolidated financial statements).
(k) As of February 28, 2025, the investment was on non-accrual
status. The fair value of these investments was approximately $2.6 million, which represented 0.3% 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, 2025.
(m) This investment elected to PIK 20% of accrued interest, with
80% of accrued interest payable in cash.
SOFR - Secured Overnight Financing Rate
1M USD TERM SOFR - The 1 month
USD TERM SOFR rate as of February 28, 2025 was 4.32%.
3M USD TERM SOFR - The 3 month USD TERM
SOFR rate as of February 28, 2025 was 4.32%.
PIK - Payment-in-Kind (see Note 2 to the
consolidated financial statements).
See accompanying notes to consolidated financial
statements.
F- 16
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
Non-control/Non-affiliate investments - 276.5% (b)
Altvia MidCo, LLC. Alternative Investment Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 7/18/2027 7/18/2022 $ 7,900,000 $ 7,840,328 $ 7,884,990 2.1 %
Altvia MidCo, LLC. (h) Alternative Investment Management Software Series A-1 Preferred Shares 7/18/2022 2,000,000 2,000,000 2,894,346 0.8 %
Total Alternative Investment Management Software 9,840,328 10,779,336 2.9 %
BQE Software, Inc. Architecture & Engineering Software First Lien Term Loan
(3M USD TERM SOFR+ 6.75 %), 12.08 % Cash, 4/13/2028 4/13/2023 $ 24,500,000 24,285,669 24,497,550 6.6 %
BQE Software, Inc. (j) Architecture & Engineering Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.75 %), 12.08 % Cash, 4/13/2028 4/13/2023 $ 750,000 743,481 749,925 0.2 %
Total Architecture & Engineering Software 25,029,150 25,247,475 6.8 %
GrowthZone, LLC Association Management Software First Lien Term Loan
(3M USD TERM SOFR+ 8.25 %), 13.58 % Cash, 5/10/2028 5/10/2023 $ 22,649,425 22,292,083 22,934,808 6.2 %
Golden TopCo LP (h) Association Management Software Class A-2 Common Units 5/10/2023 1,072,394 1,072,394 1,154,132 0.3 %
Total Association Management Software 23,364,477 24,088,940 6.5 %
Artemis Wax Corp. (d)(j) Consumer Services Delayed Draw Term Loan
(1M USD TERM SOFR+ 6.75 %), 12.07 % Cash, 5/20/2026 5/20/2021 $ 57,500,000 57,208,255 58,149,750 15.7 %
Artemis Wax Corp. (h) Consumer Services Series B-1 Preferred Stock 5/20/2021 934,463 1,500,000 4,822,941 1.3 %
Artemis Wax Corp. (h) Consumer Services Series D Preferred Stock 12/22/2022 278,769 1,500,000 1,716,380 0.5 %
Total Consumer Services 60,208,255 64,689,071 17.5 %
Schoox, Inc. (h), (i) Corporate Education Software Series 1 Membership Interest 12/8/2020 1,050 475,698 4,426,630 1.2 %
Total Corporate Education Software 475,698 4,426,630 1.2 %
GreyHeller LLC (h) Cyber Security Common Stock 11/10/2021 7,857,689 1,906,275 2,826,009 0.8 %
Total Cyber Security 1,906,275 2,826,009 0.8 %
Gen4 Dental Partners Holdings, LLC Dental Practice Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 10.22 %), 15.55 % Cash, 4/29/2026 2/8/2023 $ 11,000,000 10,979,958 11,110,000 3.0 %
Gen4 Dental Partners Holdings, LLC (h)(i) Dental Practice Management Series A Preferred Units 2/8/2023 493,999 1,027,519 1,111,499 0.3 %
Modis Dental Partners OpCo, LLC Dental Practice Management First Lien Term Loan
(1M USD TERM SOFR+ 9.48 %), 14.80 % Cash, 4/18/2028 4/18/2023 $ 7,000,000 6,906,453 7,113,400 1.9 %
Modis Dental Partners OpCo, LLC Dental Practice Management Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.48 %), 14.80 % Cash, 4/18/2028 4/18/2023 $ 7,500,000 7,392,367 7,621,500 2.1 %
F- 17
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
Modis Dental Partners OpCo, LLC (h) Dental Practice Management Class A Preferred Units 4/18/2023 2,950,000 2,950,000 2,682,996 0.7 %
New England Dental Partners Dental Practice Management First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 11/25/2025 11/25/2020 $ 6,555,000 6,526,643 6,198,408 1.7 %
New England Dental Partners Dental Practice Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 11/25/2025 11/25/2020 $ 4,650,000 4,635,903 4,397,040 1.2 %
Total Dental Practice Management 40,418,843 40,234,843 10.9 %
Exigo, LLC (d) Direct Selling Software First Lien Term Loan
(1M USD TERM SOFR+ 5.75 %), 11.17 % Cash, 3/16/2027 3/16/2022 $ 24,313,135 24,167,354 23,165,555 6.3 %
Exigo, LLC (j) Direct Selling Software Revolving Credit Facility
(1M USD TERM SOFR+ 5.75 %), 11.17 % Cash, 3/16/2027 3/16/2022 $ -
-
( 49,167 ) 0.0 %
Exigo, LLC (h), (i) Direct Selling Software Common Units 3/16/2022 1,041,667 1,041,667 957,067 0.3 %
Total Direct Selling Software 25,209,021 24,073,455 6.6 %
C2 Educational Systems, Inc. (d) Education Services First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 5/31/2025 5/31/2017 $ 21,500,000 21,478,821 21,459,150 5.8 %
C2 Educational Systems, Inc. (j) Education Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 13.83 % Cash, 5/31/2025 4/28/2023 $ -
-
-
0.0 %
C2 Education Systems, Inc. (h) Education Services Series A-1 Preferred Stock 5/18/2021 3,127 499,904 576,118 0.2 %
Zollege PBC (k) Education Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash/ 2.00 % PIK, 5/11/2026 5/11/2021 $ 16,409,153 16,340,466 3,493,509 0.9 %
Zollege PBC (j)(k) Education Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash/ 2.00 % PIK, 5/11/2026 5/11/2021 $ 1,364,109 1,358,200 290,419 0.1 %
Zollege PBC (h) Education Services Class A Units 5/11/2021 250,000 250,000 -
0.0 %
Total Education Services 39,927,391 25,819,196 7.0 %
Destiny Solutions Inc. (h)(i) Education Software Limited Partner Interests 5/16/2018 3,068 3,969,291 9,894,736 2.7 %
GoReact Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 13.03 % Cash/ 1.00 % PIK, 1/17/2025 1/17/2020 $ 8,087,775 8,060,498 8,087,775 2.2 %
GoReact (j) Education Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 13.03 % Cash/ 1.00 % PIK, 1/17/2025 1/18/2022 $ -
-
-
0.0 %
Identity Automation Systems (h) Education Software Common Stock Class A-2 Units 8/25/2014 232,616 232,616 569,355 0.2 %
Identity Automation Systems (h) Education Software Common Stock Class A-1 Units 3/6/2020 43,715 171,571 235,296 0.1 %
Ready Education Education Software First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 8/5/2027 8/5/2022 $ 27,000,000 26,797,063 26,792,100 7.2 %
Total Education Software 39,231,039 45,579,262 12.4 %
F- 18
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
TG Pressure Washing Holdings, LLC (h) Facilities Maintenance Preferred Equity 8/12/2019 488,148 488,148 231,181 0.1 %
Total Facilities Maintenance 488,148 231,181 0.1 %
Davisware, LLC Field Service Management First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 7/31/2024 9/6/2019 $ 6,000,000 5,991,382 5,989,200 1.6 %
Davisware, LLC (j) Field Service Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 7/31/2024 9/6/2019 $ 4,727,790 4,714,256 4,719,280 1.3 %
Total Field Service Management 10,705,638 10,708,480 2.9 %
GDS Software Holdings, LLC Financial Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2026 12/30/2021 $ 22,713,926 22,624,322 22,545,843 6.1 %
GDS Software Holdings, LLC Financial Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2026 12/30/2021 $ 3,286,074 3,262,111 3,261,757 0.9 %
GDS Software Holdings, LLC (h) Financial Services Common Stock Class A Units 8/23/2018 250,000 250,000 468,204 0.1 %
Total Financial Services 26,136,433 26,275,804 7.1 %
Ascend Software, LLC Financial Services Software First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 6,000,000 5,961,680 5,920,200 1.6 %
Ascend Software, LLC (j) Financial Services Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 13.10 % Cash, 12/15/2026 12/15/2021 $ 4,050,000 4,029,154 3,996,135 1.1 %
Total Financial Services Software 9,990,834 9,916,335 2.7 %
Inspect Point Holdings, LLC Fire Inspection Business Software First Lien Term Loan
(1M USD TERM SOFR+ 6.50 %), 11.82 % Cash, 07/19/2028 7/19/2023 $ 10,000,000 9,908,861 9,916,000 2.7 %
Inspect Point Holdings, LLC (j) Fire Inspection Business Software First Lien Term Loan
(1M USD TERM SOFR+ 6.50 %), 11.82 % Cash, 07/19/2028 7/19/2023 $ -
-
-
0.0 %
Total Fire Inspection Business Software 9,908,861 9,916,000 2.7 %
Stretch Zone Franchising, LLC Health/Fitness Franchisor First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 3/31/2028 3/31/2023 $ 30,000,000 29,740,931 29,970,000 8.1 %
Stretch Zone Franchising, LLC (j) Health/Fitness Franchisor Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 3/31/2028 3/31/2023 $ -
-
-
0.0 %
Stretch Zone Franchising, LLC (h) Health/Fitness Franchisor Class A Units 3/31/2023 20,000 2,000,000 2,062,331 0.6 %
Total Health/Fitness Franchisor 31,740,931 32,032,331 8.7 %
Alpha Aesthetics Partners OpCo, LLC Healthcare Services First Lien Term Loan
(1M USD TERM SOFR+ 9.98 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ 3,900,000 3,847,845 3,959,670 1.2 %
Alpha Aesthetics Partners OpCo, LLC (j) Healthcare Services Delayed Draw Term Loan
(1M USD TERM SOFR+ 9.98 %), 15.30 % Cash, 3/20/2028 3/20/2023 $ 8,600,000 8,482,841 8,731,580 2.4 %
Alpha Aesthetics Partners OpCo, LLC (h) Healthcare Services Class A Preferred Units 3/20/2023 2,850,000 2,850,000 2,859,121 0.8 %
F- 19
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
Axiom Medical Consulting, LLC Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 9/11/2028 9/11/2023 $ 10,000,000 9,917,367 9,913,000 2.7 %
Axiom Medical Consulting, LLC (j) Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 9/11/2028 9/11/2023 $ -
-
-
0.0 %
Axiom Parent Holdings, LLC (h) Healthcare Services Class A Preferred Units 6/19/2018 400,000 258,389 630,740 0.2 %
ComForCare Health Care (d) Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 6.25 %), 11.58 % Cash, 1/31/2025 1/31/2017 $ 25,000,000 24,973,000 25,000,000 6.8 %
Total Healthcare Services 50,329,442 51,094,111 14.1 %
HemaTerra Holding Company, LLC (d) Healthcare Software First Lien Term Loan
(1M USD TERM SOFR+ 8.25 %), 13.57 % Cash, 1/31/2027 4/15/2019 $ 54,927,713 54,624,303 55,087,003 14.9 %
HemaTerra Holding Company, LLC Healthcare Software Delayed Draw Term Loan
(1M USD TERM SOFR+ 8.25 %), 13.57 % Cash, 1/31/2027 4/15/2019 $ 13,755,875 13,710,513 13,795,767 3.7 %
TRC HemaTerra, LLC (h) Healthcare Software Class D Membership Interests 4/15/2019 2,487 2,816,693 5,362,439 1.4 %
Procurement Partners, LLC Healthcare Software First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/12/2026 11/12/2020 $ 35,125,000 34,965,458 35,125,000 9.5 %
Procurement Partners, LLC (j) Healthcare Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/12/2026 11/12/2020 $ 10,300,000 10,230,001 10,300,000 2.8 %
Procurement Partners Holdings LLC (h) Healthcare Software Class A Units 11/12/2020 571,219 571,219 826,280 0.2 %
Total Healthcare Software 116,918,187 120,496,489 32.5 %
Roscoe Medical, Inc. (h) Healthcare Supply Common Stock 3/26/2014 5,081 508,077 -
0.0 %
Total Healthcare Supply 508,077 -
0.0 %
Book4Time, Inc. (a)(d) Hospitality/Hotel First Lien Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.83 %, 12/22/2025 12/22/2020 $ 3,136,517 3,122,542 3,136,517 0.8 %
Book4Time, Inc. (a) Hospitality/Hotel Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.50 %), 12.83 %, 12/22/2025 12/22/2020 $ 2,000,000 1,989,839 2,000,000 0.5 %
Book4Time, Inc. (a)(h)(i) Hospitality/Hotel Class A Preferred Shares 12/22/2020 200,000 156,826 389,531 0.1 %
Knowland Group, LLC (k) Hospitality/Hotel Second Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash/ 3.00 % PIK, 12/31/2024 11/9/2018 $ 15,878,989 15,878,989 12,642,851 3.4 %
Sceptre Hospitality Resources, LLC Hospitality/Hotel First Lien Term Loan
(3M USD TERM SOFR+ 7.25 %), 12.58 % Cash, 11/15/2027 4/27/2020 $ 23,000,000 22,835,500 23,278,300 6.3 %
Sceptre Hospitality Resources, LLC (j) Hospitality/Hotel Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.25 %), 12.58 % Cash, 11/15/2027 9/2/2021 $ -
-
-
0.0 %
Total Hospitality/Hotel 43,983,696 41,447,199 11.1 %
F- 20
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
Granite Comfort, LP (d) HVAC Services and Sales First Lien Term Loan
(3M USD TERM SOFR+ 7.46 %), 12.79 % Cash, 5/16/2027 11/16/2020 $ 43,000,000 42,781,757 43,000,000 11.6 %
Granite Comfort, LP (j) HVAC Services and Sales Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.46 %), 12.79 % Cash, 5/16/2027 11/16/2020 $ 16,207,805 16,059,588 16,207,805 4.4 %
Total HVAC Services and Sales 58,841,345 59,207,805 16.0 %
Vector Controls Holding Co., LLC (d) Industrial Products First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.75 % Cash, 11/30/2027 3/6/2013 $ 923,886 923,886 923,886 0.2 %
Vector Controls Holding Co., LLC (h) Industrial Products Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 5/31/2015 343 -
8,171,235 2.2 %
Total Industrial Products 923,886 9,095,121 2.4 %
AgencyBloc, LLC Insurance Software First Lien Term Loan
(1M USD TERM SOFR+ 7.76 %), 13.09 % Cash, 10/1/2026 10/1/2021 $ 15,788,864 15,686,250 15,806,231 4.3 %
Panther ParentCo LLC (h) Insurance Software Class A Units 10/1/2021 2,500,000 2,500,000 4,014,869 1.1 %
Total Insurance Software 18,186,250 19,821,100 5.4 %
LogicMonitor, Inc. (d) IT Services First Lien Term Loan
(3M USD TERM SOFR+ 6.50 %), 11.83 % Cash, 5/17/2026 3/20/2020 $ 43,000,000 42,967,165 43,000,000 11.6 %
Total IT Services 42,967,165 43,000,000 11.6 %
ActiveProspect, Inc. (d) Lead Management Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.53 % Cash, 8/8/2027 8/8/2022 $ 12,000,000 11,920,834 12,120,000 3.3 %
ActiveProspect, Inc. (j) Lead Management Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.53 % Cash, 8/8/2027 8/8/2022 $ -
-
-
0.0 %
Total Lead Management Software 11,920,834 12,120,000 3.3 %
Centerbase, LLC Legal Software First Lien Term Loan
(3M USD TERM SOFR+ 7.75 %), 13.08 % Cash, 1/18/2027 1/18/2022 $ 21,033,360 20,882,496 20,709,446 5.6 %
Total Legal Software 20,882,496 20,709,446 5.6 %
Madison Logic, Inc. (d) Marketing Orchestration Software First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.33 % Cash, 12/30/2028 12/30/2022 $ 18,857,500 18,544,720 18,420,006 5.0 %
Total Marketing Orchestration Software 18,544,720 18,420,006 5.0 %
ARC Health OpCo LLC (d) Mental Healthcare Services First Lien Term Loan
(3M USD TERM SOFR+ 8.47 %), 13.81 % Cash, 8/5/2027 8/5/2022 $ 6,500,000 6,438,832 6,490,900 1.8 %
F- 21
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
ARC Health OpCo LLC (d)(j) Mental Healthcare Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.47 %), 13.81 % Cash, 8/5/2027 8/5/2022 $ 26,914,577 26,903,916 26,876,897 7.3 %
ARC Health OpCo LLC (h) Mental Healthcare Services Class A Preferred Units 8/5/2022 3,818,400 4,169,599 4,009,323 1.1 %
Total Mental Healthcare Services 37,512,347 37,377,120 10.2 %
Chronus LLC Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 5.25 %), 10.73 % Cash, 8/26/2026 8/26/2021 $ 15,000,000 14,911,921 14,841,000 4.0 %
Chronus LLC Mentoring Software First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.48 % Cash, 8/26/2026 8/26/2021 $ 5,000,000 4,962,938 4,947,000 1.3 %
Chronus LLC (h) Mentoring Software Series A Preferred Stock 8/26/2021 3,000 3,000,000 2,280,881 0.6 %
Total Mentoring Software 22,874,859 22,068,881 5.9 %
Omatic Software, LLC Non-profit Services First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.59 % Cash/ 1.00 % PIK, 6/30/2025 5/29/2018 $ 16,270,192 16,239,922 16,266,938 4.4 %
Total Non-profit Services 16,239,922 16,266,938 4.4 %
Emily Street Enterprises, L.L.C. Office Supplies Senior Secured Note
(3M USD TERM SOFR+ 7.50 %), 12.83 % Cash, 12/31/2025 12/28/2012 $ 6,000,000 5,992,437 6,027,000 1.6 %
Emily Street Enterprises, L.L.C. (h) Office Supplies Warrant Membership Interests,
Expires 12/31/2025 12/28/2012 49,318 400,000 1,153,874 0.3 %
Total Office Supplies 6,392,437 7,180,874 1.9 %
Buildout, Inc. (d) Real Estate Services First Lien Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.43 % Cash, 7/9/2025 7/9/2020 $ 14,000,000 13,950,236 13,631,800 3.7 %
Buildout, Inc. Real Estate Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 7.00 %), 12.47 % Cash, 7/9/2025 2/12/2021 $ 38,500,000 38,342,798 37,487,450 10.1 %
Buildout, Inc. (h)(i) Real Estate Services Limited Partner Interests 7/9/2020 1,250 1,372,557 1,231,195 0.3 %
Total Real Estate Services 53,665,591 52,350,445 14.1 %
Wellspring Worldwide Inc. Research Software First Lien Term Loan
(1M USD TERM SOFR+ 6.00 %), 11.32 % Cash, 12/22/2028 6/27/2022 $ 9,552,000 9,474,084 9,483,226 2.6 %
Wellspring Worldwide Inc. Research Software Delayed DrawTerm Loan
(1M USD TERM SOFR+ 6.00 %), 11.32 % Cash, 12/22/2028 6/27/2022 $ 14,400,000 14,227,504 14,296,320 3.9 %
Archimedes Parent LLC (h) Research Software Class A Common Units 6/27/2022 2,475,160 2,475,160 2,475,160 0.7 %
Total Research Software 26,176,748 26,254,706 7.2 %
LFR Chicken LLC Restaurant First Lien Term Loan
(1M USD TERM SOFR+ 7.00 %), 12.32 % Cash, 11/19/2026 11/19/2021 $ 12,000,000 11,926,272 12,104,400 3.3 %
LFR Chicken LLC Restaurant Delayed Draw Term Loan
(1M USD TERM SOFR+ 7.00 %), 12.32 % Cash, 11/19/2026 11/19/2021 $ 9,000,000 8,935,545 9,078,300 2.5 %
F- 22
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
LFR Chicken LLC (h) Restaurant Series B Preferred Units 11/19/2021 497,183 1,000,000 1,397,572 0.4 %
Total Restaurant 21,861,817 22,580,272 6.2 %
JobNimbus LLC Roofing Contractor Software First Lien Term Loan
(1M USD TERM SOFR+ 8.75 %), 14.17 % Cash, 9/20/2026 3/28/2023 $ 18,777,459 18,624,294 19,014,055 5.1 %
Total Roofing Contractor Software 18,624,294 19,014,055 5.1 %
Pepper Palace, Inc. (d)(k) Specialty Food Retailer First Lien Term Loan
(3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ 33,320,000 33,148,332 2,409,036 0.7 %
Pepper Palace, Inc. (j)(k) Specialty Food Retailer Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ 1,101,600 1,092,422 79,646 0.0 %
Pepper Palace, Inc. (j)(k) Specialty Food Retailer Revolving Credit Facility
(3M USD TERM SOFR+ 6.25 %), 11.73 % Cash, 6/30/2026 6/30/2021 $ -
-
-
0.0 %
Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series A) 6/30/2021 1,000,000 1,000,000 -
0.0 %
Pepper Palace, Inc. (h) Specialty Food Retailer Membership Interest (Series B) 6/30/2021 197,035 197,035 -
0.0 %
Total Specialty Food Retailer 35,437,789 2,488,682 0.7 %
ArbiterSports, LLC (d) Sports Management First Lien Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 2/21/2025 2/21/2020 $ 26,000,000 25,945,071 26,000,000 7.0 %
ArbiterSports, LLC Sports Management Delayed Draw Term Loan
(3M USD TERM SOFR+ 6.00 %), 11.33 % Cash, 2/21/2025 2/21/2020 $ 1,000,000 1,000,000 1,000,000 0.3 %
Total Sports Management 26,945,071 27,000,000 7.3 %
Avionte Holdings, LLC (h) Staffing Services Class A Units 1/8/2014 100,000 100,000 3,287,970 0.9 %
Total Staffing Services 100,000 3,287,970 0.9 %
JDXpert Talent Acquisition Software First Lien Term Loan
(3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 6,000,000 5,955,935 6,060,000 1.6 %
JDXpert (j) Talent Acquisition Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.50 %), 14.10 % Cash, 5/2/2027 5/2/2022 $ 1,000,000 991,649 1,010,000 0.3 %
Jobvite, Inc. (d) Talent Acquisition Software First Lien Term Loan
(6M USD TERM SOFR+ 8.00 %), 13.27 % Cash, 8/5/2028 8/5/2022 $ 20,000,000 19,875,273 19,826,000 5.6 %
Total Talent Acquisition Software 26,822,857 26,896,000 7.5 %
VetnCare MSO, LLC (j) Veterinary Services Delayed Draw Term Loan
(3M USD TERM SOFR+ 5.75 %), 11.08 % Cash, 5/12/2028 5/12/2023 $ 4,680,505 4,638,599 4,753,048 1.3 %
Total Veterinary Services 4,638,599 4,753,048 1.3 %
Sub Total Non-control/Non-affiliate investments 1,035,879,751 1,019,774,616 276.5 %
F- 23
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Company(1) Industry Investment
Interest Rate/
Maturity Original
Acquisition
Date Principal/
Number of Shares Cost Fair
Value (c) % of
Net Assets
Affiliate investments - 7.5% (b)
ETU Holdings, Inc. (f) Corporate Education Software First Lien Term Loan
(3M USD TERM SOFR+ 9.00 %), 14.48 % Cash, 8/18/2027 8/18/2022 $ 7,000,000 6,945,060 6,983,200 1.9 %
ETU Holdings, Inc. (f) Corporate Education Software Second Lien Term Loan
15.00 % PIK, 2/18/2028 8/18/2022 $ 6,130,483 6,089,408 5,454,290 1.5 %
ETU Holdings, Inc. (f)(h) Corporate Education Software Series A Preferred Units 8/18/2022 3,000,000 3,000,000 1,162,040 0.3 %
Total Corporate Education Software 16,034,468 13,599,530 3.7 %
Axero Holdings, LLC (f) Employee Collaboration Software First Lien Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 6/30/2021 $ 5,500,000 5,468,859 5,555,000 1.5 %
Axero Holdings, LLC (f) Employee Collaboration Software Delayed Draw Term Loan
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 6/30/2021 $ 1,100,000 1,092,870 1,111,000 0.3 %
Axero Holdings, LLC (f)(j) Employee Collaboration Software Revolving Credit Facility
(3M USD TERM SOFR+ 8.00 %), 13.48 % Cash, 6/30/2026 2/3/2022 $ -
-
-
0.0 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series A Preferred Units 6/30/2021 2,055,609 2,055,609 2,877,000 0.8 %
Axero Holdings, LLC (f)(h) Employee Collaboration Software Series B Preferred Units 6/30/2021 2,055,609 2,055,609 4,606,607 1.2 %
Total Employee Collaboration Software 10,672,947 14,149,607 3.8 %
Sub Total Affiliate investments 26,707,415 27,749,137 7.5 %
Control investments - 24.7% (b)
Netreo Holdings, LLC (g) IT Services First Lien Term Loan
(3M USD TERM SOFR + 6.50 %), 11.98 % Cash/ 3.50 % PIK
12/31/2025 7/3/2018 $ 5,693,748 5,686,791 5,582,719 1.5 %
Netreo Holdings, LLC (d)(g) IT Services Delayed Draw Term Loan
(3M USD TERM SOFR + 6.50 %), 11.98 % Cash/ 3.50 % PIK,
12/31/2025 5/26/2020 $ 25,271,214 25,193,452 24,778,425 6.7 %
Netreo Holdings, LLC (g)(h) IT Services Common Stock Class A Units 7/3/2018 4,600,677 8,344,500 5,060,745 1.4 %
Total IT Services 39,224,743 35,421,889 9.6 %
Saratoga Investment Corp. CLO 2013-1, Ltd. (a)(e)(g) Structured Finance Securities Other/Structured Finance Securities
0.00 %, 4/20/2033 1/22/2008 $ 111,000,000 22,001,887 9,500,627 2.6 %
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 10.00 %), 15.60 %, 4/20/2033 8/9/2021 $ 9,375,000 9,375,000 8,875,227 2.4 %
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a)(g) Structured Finance Securities Other/Structured Finance Securities
(3M USD TERM SOFR+ 8.55 %), 13.88 %, 10/20/2033 10/28/2022 $ 12,250,000 11,392,500 12,250,000 3.3 %
Total Structured Finance Securities 42,769,387 30,625,854 8.3 %
Saratoga Senior Loan Fund I JV, LLC (a)(g)(j) Investment Fund Unsecured Loan
10.00 %, 10/20/2033 12/17/2021 $ 17,618,954 17,618,954 15,818,297 4.3 %
Saratoga Senior Loan Fund I JV, LLC (a)(g) Investment Fund Membership Interest 12/17/2021 17,583,486 17,583,487 9,403,996 2.5 %
Total Investment Fund 35,202,441 25,222,293 6.8 %
Sub Total Control investments 117,196,571 91,270,036 24.7 %
TOTAL INVESTMENTS - 308.7% (b) $ 1,179,783,737 $ 1,138,793,789 308.7 %
F- 24
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 29, 2024
Number of
Shares
Cost
Fair Value
% of
Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 10.9% (b)
U.S. Bank Money Market (l)
40,507,124
$ 40,507,124
$ 40,507,124
10.9 %
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
40,507,124
$ 40,507,124
$ 40,507,124
10.9 %
(1) Securities are exempt from registration under Rule 144A of the
Securities Act of 1933, as amended, and are restricted securities. Money market funds are valued at net asset value and are considered
level 1 investments within the fair value hierarchy.
(a) Represents an investment that is not a “qualifying asset”
under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of February 29, 2024, non-qualifying assets
represent 6.2% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets
in qualifying assets.
(b) Percentages are based on net assets of $370,224,108 as of
February 29, 2024.
(c) Because there is no “readily available market quotations”
(as defined in the 1940 Act) 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 the Company’s senior secured revolving credit facility (see Note 8 to the consolidated financial statements).
(e) This investment does not have a stated interest rate that
is payable thereon. As a result, the 0.00% 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) As defined in the 1940 Act, this portfolio company is an
“affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. Modis Dental Partners OpCo, LLC and Alpha
Aesthetics Partners OpCo, LLC are no longer affiliates as of February 29, 2024. Transactions during the year ended February 29, 2024
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)
Axero Holdings, LLC
$ -
$ -
$ 931,008
$ -
$ -
$ 976,251
ETU Holdings, Inc.
-
-
1,915,718
-
-
( 2,518,080 )
Modis Dental Partners OpCo, LLC
8,845,000
-
656,579
-
-
-
Alpha Aesthetics Partners OpCo, LLC
10,498,789
-
670,737
-
-
-
Total
$ 19,343,789
$ -
$ 4,174,042
$ -
$ -
$ ( 1,541,829 )
F- 25
(g) As defined in the 1940 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, 2024 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
Total Dividends from Investments
Management Fee Income
Net Realized
Gain (Loss) from Investments
Net Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC
$ 2,475,000
$ -
$ 4,374,804
$ -
$ -
$ -
$ ( 12,083,067 )
Saratoga Investment Corp. CLO 2013-1, Ltd.
-
-
-
-
3,270,232
-
( 4,733,934 )
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note
-
-
1,696,890
-
-
-
895,505
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note
-
-
1,469,668
-
-
-
43,821
Saratoga Senior Loan Fund I JV, LLC
-
-
1,781,472
-
-
-
( 1,800,657 )
Saratoga Senior Loan Fund I JV, LLC
-
-
-
5,911,564
-
-
( 3,702,956 )
Total
$ 2,475,000
$ -
$ 9,322,834
$ 5,911,564
$ 3,270,232
$ -
$ ( 21,381,288 )
(h) Non-income producing at February 29, 2024.
(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, 2024. (See Note 9 to the consolidated financial statements).
(k) As of February 29, 2024, the investment was on non-accrual
status. The fair value of these investments was approximately $18.9 million, which represented 1.7% 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, 2024.
SOFR - Secured Overnight Financing Rate
1M USD
TERM SOFR - The 1 month USD TERM SOFR rate as of February 29, 2024 was 5.32%.
3M USD
TERM SOFR - The 3 month USD TERM SOFR rate as of February 29, 2024 was 5.33%.
6M USD TERM SOFR - The 6 month USD TERM SOFR rate as of February
29, 2024 was 5.27%.
PIK - Payment-in-Kind (see Note 2 to the consolidated financial
statements).
See accompanying notes to consolidated financial statements.
F- 26
SARATOGA INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2025
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 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, and intends to qualify annually, to be treated
for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”). 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. 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”).
The Company has established wholly owned subsidiaries,
SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG,
Inc., SIA-TT, Inc. and SIA-Vector, Inc., which are structured as Delaware entities that are treated as corporations for U.S. federal income
tax purposes and are intended to facilitate its compliance with the requirements to be treated as a RIC under the Code by holding equity
or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities).
These entities 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. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR,
Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies. In June 2024,
SIA-MAC, Inc. and SIA-VR, Inc. were dissolved.
Our wholly owned subsidiaries, Saratoga Investment
Corp. SBIC II LP (“SBIC II LP”) and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC
II LP, the “SBIC Subsidiaries”), received licenses to operate as small business investment companies from the SBA on August
14, 2019 and September 29, 2022, respectively. Each of the SBIC Subsidiaries provides up to $ 175.0 million in long-term capital in the
form of debentures guaranteed by the SBA. Our wholly owned subsidiary Saratoga Investment Corp. SBIC LP (“SBIC LP”) repaid
its outstanding debentures and subsequently surrendered its license to the SBA on January 3, 2024, providing the Company access to all
undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. Under current SBIC regulations, for two or
more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $ 350.0 million with at least $ 175.0 million
in combined regulatory capital.
The Company has formed wholly owned special purpose
entities organized as Delaware limited liability companies, Saratoga Investment Funding II LLC (“SIF II”) and Saratoga Investment
Funding III LLC (“SIF III”) for the purpose of the Encina Credit Facility and the Live Oak Credit Facility (each as defined
below), respectively. The senior secured revolving credit facility (the “Encina Credit Facility) with Encina Lender Finance, LLC
(“Encina”) is supported by loans held by SIF II and pledged to Encina, and the senior secured revolving credit facility (the
“Live Oak Credit Facility”) with Live Oak Banking Company (“Live Oak”) is supported by loans held by SIF III and
pledged to Live Oak.
On October 26, 2021, the Company and TJHA JV I
LLC (“TJHA”) entered into a Limited Liability Company Agreement to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF
JV”). SLF JV is under joint control and is not consolidated. SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2022-1
Ltd. (“SLF 2022”), which is a wholly owned subsidiary of SLF JV. SLF 2022 was formed for the purpose of making investments
in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.
On October 28, 2022, SLF 2022 issued $ 402.1 million of debt (the “2022 JV CLO Notes”) through a collateralized loan obligation
trust (the “JV CLO trust”). The 2022 JV CLO Notes were issued pursuant to an indenture, dated October 28, 2022 (the “JV
Indenture”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the
“Trustee”) serving as the trustee.
F- 27
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 wholly owned special purpose financing subsidiaries,
SIF II, SIF III, SBIC II LP, SBIC III LP, SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP,
Inc., SIA-PP, Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., and SIA-Vector, 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, SIF II, SIF III, SBIC II LP, and
SBIC III 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, SIF II, SIF III, SBIC II LP, or SBIC
III LP’s status as investment companies during the year ended February 28, 2025.
Principles of Consolidation
Under the investment company rules and regulations
pursuant to ASC 946, the Company is precluded from consolidating any entity other than another investment company or controlled operating
company whose business consists of providing services to the Company. As a result, the consolidated financial statements of the
Company include only the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
The Company has determined that SLF JV is an investment
company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company
other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as the Company and
TJHA each have an equal 50 % voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, FASB ASC
Topic 810, Consolidation , concludes that in a joint venture where both members have equal decision-making authority, it is not
appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate its
investment in SLF JV.
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.
Operating Segment
In accordance with ASC Topic 280, Segment Reporting,
the Company operates through two separate operating segments, with one primary core business segment and one non-core segment, assessed
as immaterial by management, resulting in only one reportable segment. The Company’s primary core segment invests in various industries
and separately evaluates the performance of each of its investment relationships. However, because each of these investment relationships
have similar business and economic characteristics, they have been aggregated into a single reportable segment. The Company’s management
and independent Board of Directors are the Chief Operating Decision Makers (“CODM”). The Company and the CODM evaluate and
monitor performance of the business on an aggregated basis. Further, each investment is evaluated and managed using similar processes
and shared operations support functions such as deal origination, underwriting, loan and compliance administration in addition to administrative
functions of human resources, legal, finance and information technology. As the Company’s operations comprise of a single reporting
segment, the segment assets are reflected on the accompanying consolidated statement of operations.
F- 28
The CODM uses our consolidated net investment
income and net increase (decrease) in net assets resulting from operations as reported in the Consolidated Statements of
Operations to assess the Company’s performance and when allocating resources. Net investment income is comprised of total investment
income (‘segment revenues’), and total expenses (‘total segment expenses’) and operating expenses
(“segment operating expenses”), which are considered the key segment measures of profit or loss received by the CODM. The
expense categories included in the Company’s consolidated statement of operations are fully reflective of the significant
expense categories and amounts that are regularly provided to the CODM. For the years ended 2025, 2024 and 2023, operating expenses totaled
$ 12.2 million , $ 10.4 million and $ 8.9 million, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include short-term,
liquid investments in a money market fund. The Company places its cash in financial institutions and, at times, such balances may be in
excess of the Federal Deposit Insurance Corporation insurance limits. Cash and cash equivalents are carried at cost which approximates
fair value. Pursuant to Section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another investment company, such as a money
market fund, if such investment would cause the Company to:
● own more than 3.0 % of the investment company’s total outstanding voting stock;
● hold securities in the investment company having an aggregate value in excess of 5.0 % of the value of the Company’s total assets; or
● hold securities in investment companies having an aggregate value in excess of 10.0 % of the value of the Company’s total assets.
As of February 28, 2025, 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, and, at times, such
balances may be in excess of the Federal Deposit Insurance Corporation insurance limits, representing payments received on secured investments
or other reserved amounts associated with the Encina Credit Facility or the Live Oak Credit Facility held by the Company’s wholly
owned subsidiaries, SIF II and SIF III, respectively. 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 Encina Credit Facility and the Live Oak 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 the Company’s wholly owned subsidiaries, SBIC II LP and SBIC III 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.
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,
2025
February 29,
2024
February 28,
2023
Cash and cash equivalents
$ 148,218,491
$ 8,692,846
$ 65,746,494
Cash and cash equivalents, reserve accounts
56,505,433
31,814,278
30,329,779
Total cash and cash equivalents and cash and cash equivalents, reserve accounts
$ 204,723,924
$ 40,507,124
$ 96,076,273
F- 29
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 the Company owns more than 25.0 % of the voting securities or maintains 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 the Company owns 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 the Company’s board of directors to approve a fair value determination to reflect significant events affecting the
value of these investments. The Company values investments for which market quotations are not readily available at fair value as approved,
in good faith, by the Company’s board of directors based on input from the Manager, the audit committee of the 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 the Company’s 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. The Company uses a third-party independent valuation firm to value its investment in the subordinated notes of Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”), the Class F-2-R-3 Notes of the Saratoga CLO, and the Class E Notes of the SLF 2022 every quarter.
In addition, all investments are subject to the
following valuation process:
●
the audit committee of the Company’s board of directors reviews and approves each preliminary valuation and the Manager and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and
●
the Company’s board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of the Manager, independent valuation firm (to the extent applicable) and the audit committee of the board of directors.
The Company uses 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 the Company’s 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.
F- 30
The Company’s investments in the subordinated
notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of SLF 2022 are 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, when available, as determined by the Manager and recommended to the Company’s board of directors.
Specifically, the Company uses Intex cash flows, or an appropriate substitute, to form the basis for the valuation of its investment in
the subordinated notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of SLF 2022. 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.
The Company’s equity investment in SLF JV
is measured using the proportionate share of the net asset value (“NAV”), or equivalent, of SLF JV as a practical expedient
for fair value, provided by ASC 820. The Company’s unsecured loan investment in SLF JV is based on a discounted cash flow valuation
technique.
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 NAV could be materially affected if the determinations regarding the fair value of its investments
were materially higher or lower than the values that the Company ultimately realizes upon the disposal of such investments.
Rule 2a-5 under the 1940 Act (“Rule 2a-5”)
establishes a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards of
directors, subject to board oversight and certain other conditions, to designate the investment adviser to perform fair value determinations.
Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining
whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides for certain
recordkeeping requirements associated with fair value determinations. While the Company’s board of directors has not elected to
designate Saratoga Investment Advisors as the valuation designee, the Company has established policies and procedures in compliance with
the applicable requirements of Rule 2a-5 and Rule 31a-4.
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 management may make exceptions to this general rule if the loan
has sufficient collateral value and is in the process of collection. At February 28, 2025 our investment in two portfolio companies were
on non-accrual status with a fair value of approximately $ 2.6 million, or 0.3 % of the fair value of our portfolio. At February
29, 2024, our investment in one portfolio company was on non-accrual status with a fair value of approximately $ 18.9 million, or 1.7 %
of the fair value of our portfolio.
F- 31
Interest income on our investment in the subordinated
note of Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic 325-40, Investments-Other,
Beneficial Interests in Securitized Financial Assets , 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.
Payment-in-Kind Interest
The Company may hold 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 an 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. The Company restores to accrual status when past due principal and interest
is paid and, in management’s judgment, are likely to remain current, although management may make exceptions to this general rule
if the loan has sufficient collateral value and is in the process of collection.
Dividend Income
Dividend income is recorded in the consolidated
statements of operations when earned.
Structuring and Advisory Fee Income
Structuring and advisory fee income represents
various fee income earned and received for performing certain investment structuring and advisory activities during the closing of new
investments.
Other Income
Other income includes prepayment income fees,
and monitoring, administration, redemption 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 the SBA debentures of SBIC II LP and SBIC III LP are deferred and amortized using
the straight-line method over the life of the debentures. Any discount or premium on the issuance of any debt is accreted and amortized
using the effective interest method over the life of the respective debt security.
The Company presents deferred debt financing costs
on the balance sheet as a contra-liability, which is a direct deduction from the carrying amount of that debt liability, consistent with
debt discounts.
Realized Loss on Extinguishment of Debt
Upon the repayment of debt obligations that are
deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized debt issuance costs
is recognized as a loss (i.e., the unamortized debt issuance costs are recognized as a loss upon extinguishment of the underlying debt
obligation).
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 reasonably believes 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.
F- 32
Income Taxes
The Company has elected, and intends to qualify
annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. By meeting these requirements, the
Company generally will not be subject to U.S. federal income tax on ordinary income or capital gains timely distributed to stockholders.
Therefore, no provision has been recorded for federal income taxes, except as related to the Corporate Blockers (as defined below) and
long-term capital gains, when applicable.
In order to qualify as a RIC, among other requirements,
the Company generally is required to timely distribute to its stockholders at least 90 % of its “investment company taxable income”,
as defined by the Code, for each fiscal tax year. The Company will be subject to U.S. federal income tax imposed at corporate rates on
its investment company taxable income and net capital gains that it does not timely distribute to shareholders. The Company will be subject
to a non-deductible U.S. federal excise tax of 4 % on undistributed income if it does not distribute at least (1) 98 % of its net ordinary
income in any calendar year, (2) 98.2 % of its capital gain net income for each one-year period ending on October 31and (3) any net ordinary
income and capital gain net income that it recognized for preceding years, but were not distributed during such year, and on which the
Company paid no U.S federal income tax.
Depending on the level of investment company taxable
income earned in a tax year and the amount of net capital gains recognized in such tax year, the Company may choose to carry forward investment
company taxable income and net capital gains in excess of current year dividend distributions into the next tax year and pay U.S. federal
income tax, and possibly the 4 % U.S. federal excise tax on such income, as required. To the extent that the Company determines that its
estimated current year annual investment company taxable income will be in excess of estimated current year dividend distributions for
U.S. federal excise tax purposes, the Company accrues the U.S. federal excise tax, if any, on estimated excess taxable income as taxable
income is earned. For the years ended February 28, 2025, February 29, 2024 and February 28, 2023, the excise tax accrual on estimated
excess taxable income was $ 2.4 million, $ 1.8 million and $ 1.1 million, respectively.
In accordance with U.S. Treasury regulations and
published guidance issued by the Internal Revenue Service (“IRS”), a publicly offered RIC may treat a distribution of its
own stock as counting toward its RIC distribution requirements if each stockholder may elect to receive his, her, or its entire distribution
in either cash or stock of the RIC. This published guidance indicates that the rule will apply where the aggregate amount of cash to be
distributed to all stockholders is not at least 20 % of the aggregate declared distribution. Under the published guidance, if too
many stockholders elect to receive cash, the cash available for distribution must be allocated among the stockholders electing to
receive cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive
less than 20 % 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
that are treated as corporations for U.S. federal income tax purposes when making equity investments in portfolio companies taxed as pass-through
entities to meet its source-of-income requirements as a RIC (“Corporate Blockers”). Corporate Blockers are consolidated in
the Company’s U.S. GAAP financial statements and may result in current and deferred U.S. 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 Corporate 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 Corporate
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 Corporate 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, 2025, February 29, 2024 and February 28, 2023 the Company did not
incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2021, 2022,
2023 and 2024 federal tax years for the Company remain subject to examination by the IRS. At February 28, 2025, and February 29, 2024,
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.
F- 33
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 some or all of our net 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 to the Manager, as recorded on the consolidated
statements of assets and liabilities when the net realized and unrealized gain on its investments exceed all net realized and unrealized
capital losses on its investments, as 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 Manager
related to capital gains will be determined and payable in arrears at the end of each fiscal year and only reflect those realized capital
gains net of realized and unrealized losses for the period.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements
to Income Tax Disclosures . The amendments in this update require more disaggregated information on income taxes paid. ASU 2023-09
is effective for years beginning after December 15, 2024. Early adoption is permitted, however the Company has not elected to early adopt
this provision as of the date of the financial statements contained in this report. The Company is still assessing the impact of the new
guidance.
In November 2024, the FASB issued ASU 2024-03,
“Disaggregation of Income Statement Expenses,” which requires additional disclosure of the nature of expenses included in the
income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disaggregation
of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The new guidance
is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standard
on the Company’s consolidated financial statements and related disclosures and does not believe it will have a material impact on its
consolidated financial statements or its disclosures.
Risk Management
In the ordinary course of its business, the Company
manages a variety of risks, including market 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- 34
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 that 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. Summary of Significant Accounting Policies ). Consistent with our valuation policy, the Company evaluates
the source of inputs, including any markets in which its investments are trading, in determining fair value.
F- 35
The following table presents fair value measurements
of investments, by major class, as of February 28, 2025 (dollars in thousands), according to the fair value hierarchy:
Fair Value Measurements
Valued Using Net
Level 1
Level 2
Level 3
Asset Value*
Total
First lien term loans
$ -
$ -
$ 867,866
$ -
$ 867,866
Second lien term loans
-
-
6,388
-
6,388
Unsecured loans
-
-
16,534
-
16,534
Structured finance securities
-
-
14,772
-
14,772
Equity interests
-
-
69,437
3,081
72,518
Total
$ -
$ -
$ 974,997
$ 3,081
$ 978,078
* The Company’s equity investment in SLF JV is measured
using the proportionate share of the NAV, or equivalent, as a practical expedient and thus has not been classified in the fair value
hierarchy. The Company’s unsecured loan investment in SLF JV is based on a discounted cash flow valuation technique.
The following table presents fair value measurements of investments,
by major class, as of February 29, 2024 (dollars in thousands), according to the fair value hierarchy:
Fair Value Measurements
Valued Using Net
Level 1
Level 2
Level 3
Asset Value*
Total
First lien term loans
$ -
$ -
$ 976,423
$ -
$ 976,423
Second lien term loans
-
-
18,097
-
18,097
Unsecured loans
-
-
15,818
-
15,818
Structured finance securities
-
-
30,626
-
30,626
Equity interests
-
-
88,426
9,404
97,830
Total
$ -
$ -
$ 1,129,390
$ 9,404
$ 1,138,794
* The Company’s equity investment in SLF JV is measured
using the proportionate share of the NAV, or equivalent, as a practical expedient and thus has not been classified in the fair value
hierarchy. The Company’s unsecured loan investment in SLF JV is based on a discounted cash flow valuation technique.
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, 2025 (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, 2024
$ 976,423
$ 18,097
$ 15,818
$ 30,626
$ 88,426
$ 1,129,390
Payment-in-kind and other adjustments to cost
2,409
8,267
-
( 7,113 )
3
3,566
Net accretion of discount on investments
2,799
9
-
-
-
2,808
Net change in unrealized appreciation (depreciation) on investments
37,778
3,165
716
( 8,741 )
( 7,621 )
25,297
Purchases
163,009
-
-
-
5,069
168,078
Sales and repayments
( 266,880 )
( 23,150 )
-
-
( 22,083 )
( 312,113 )
Net realized gain (loss) from investments
( 47,672 )
-
-
-
5,643
( 42,029 )
Balance as of February 28, 2025
$ 867,866
$ 6,388
$ 16,534
$ 14,772
$ 69,437
$ 974,997
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
$ ( 6,384 )
$ ( 71 )
$ 716
$ ( 8,741 )
$ ( 2,893 )
$ ( 17,374 )
Purchases, PIK 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. For the year ended February 28, 2025, non-cash restructurings related to two controlled investments
resulting in realized losses of $ 49.1 million were included in net realized (gain) loss from investments on the consolidated statements
of cash flows.
F- 36
Sales and repayments represent net proceeds received
from investments sold and principal paydowns received during the period.
Transfers and restructurings, if any, are recognized
at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2, or 3 during the
year ended February 28, 2025.
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, 2024 (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, 2023
$ 798,534
$ 14,936
$ 20,661
$ 41,362
$ 83,990
$ 959,483
Payment-in-kind and other adjustments to cost
1,479
848
-
( 6,941 )
( 296 )
( 4,910 )
Net accretion of discount on investments
2,215
6
-
-
-
2,221
Net change in unrealized appreciation (depreciation) on investments
( 33,325 )
2,307
( 1,460 )
( 3,795 )
( 7,115 )
( 43,388 )
Purchases
234,408
-
-
-
11,693
246,101
Sales and repayments
( 26,888 )
-
( 3,383 )
-
-
( 30,271 )
Net realized gain (loss) from investments
-
-
-
-
154
154
Balance as of February 29, 2024
$ 976,423
$ 18,097
$ 15,818
$ 30,626
$ 88,426
$ 1,129,390
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
$ ( 33,307 )
$ 2,307
$ 1,801
$ ( 3,795 )
$ ( 7,115 )
$ ( 40,109 )
Transfers and restructurings, if any, are recognized
at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2, or 3 during the
year ended February 29, 2024.
The valuation techniques and significant unobservable
inputs used in recurring Level 3 fair value measurements of assets as of February 28, 2025 were as follows (dollars in thousands):
Fair Value Valuation Technique Unobservable Input Range Weighted
Average*
First lien term loans $ 867,866 Market Comparables Market Yield (%) 9.8 % – 22.0 % 12.4 %
Revenue Multiples (x) 2.5 x 2.5x
EBITDA Multiples (x) 6.8 x 6.8 x
Second lien term loans 6,388 Market Comparables Market Yield (%) 19.7 % 19.7 %
Unsecured term loans 16,534 Discounted Cash Flow Discount Rate (%) 10.0 % 10.0 %
Structured finance securities 14,772 Discounted Cash Flow Discount Rate (%) 8.0 % – 70.0 % 14.1 %
Recovery Rate (%) 70.0 % 70.0 %
Prepayment Rate (%) 20.0 % 20.0 %
Equity interests 69,437 Enterprise Value Waterfall EBITDA Multiples (x) 1.1 x – 13.9 x 8.2x
Revenue Multiples (x) 0.1 x – 9.0 x 6.3x
Total $ 974,997
* 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- 37
The valuation techniques and significant unobservable inputs used in
recurring Level 3 fair value measurements of assets as of February 29, 2024 were as follows (dollars in thousands):
Fair Value Valuation Technique Unobservable Input Range Weighted
Average*
First lien term loans $ 976,423 Market Comparables Market Yield (%) 10.6 % – 17.2 % 13.0 %
Revenue Multiples (x) 4.6 x – 9.4 x 6.6x
EBITDA Multiples (x) 5.0 x – 6.0 x 5.6x
Third-party bid (x) 3.9 x – 4.2 x 4.0x
Second lien term loans 18,097 Market Comparables Market Yield (%) 19.0 % – 28.3 % 25.5 %
EBITDA Multiples (x) 7.0 x 7.0x
Third-party bid (x) 29.7 x 29.7x
Unsecured term loans 15,818 Discounted Cash Flow Discount Rate (%) 10.5 % 10.5 %
Structured finance securities 30,626 Discounted Cash Flow Discount Rate (%) 8.5 % – 22.0 % 15.1 %
Recovery Rate (%) 35.0 % – 70.0 % 70.0 %
Prepayment Rate (%) 20.0 % 20.0 %
Equity interests 88,426 Enterprise Value Waterfall EBITDA Multiples (x) 4.7 x – 20.4 x 10.4x
Revenue Multiples (x) 1.3 x – 10.4 x 6.3x
Third-party bid (x) 3.9 x 3.9x
Total $ 1,129,390
* 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, third
party bid or net asset value in deriving a value, a significant increase (decrease) in the market quote, bid or net asset value in isolation,
would result in a significantly higher (lower) fair value measurement.
The composition of our investments as of February 28, 2025 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
$ 873,342
87.3 %
$ 867,866
88.7 %
Second lien term loans
7,094
0.7
6,388
0.7
Unsecured loans
17,619
1.8
16,534
1.7
Structured finance securities
35,657
3.6
14,772
1.5
Equity interests
66,381
6.6
72,518
7.4
Total
$ 1,000,093
100.0 %
$ 978,078
100.0 %
F- 38
The composition of our investments as of February 29, 2024 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
$ 1,019,678
86.4 %
$ 976,423
85.7 %
Second lien term loans
21,968
1.9
18,097
1.6
Unsecured loans
17,619
1.5
15,818
1.4
Structured finance securities
42,769
3.6
30,626
2.7
Equity interests
77,750
6.6
97,830
8.6
Total
$ 1,179,784
100.0 %
$ 1,138,794
100.0 %
For loans and debt securities for which market
quotations are not readily available, the Company determines 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, the Company determines 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 the Company’s judgment, the market comparables technique is not sufficient
or appropriate, the Company may use additional techniques such as an asset liquidation or expected recovery model.
For equity securities of portfolio companies and
partnership interests, the Company determines the fair value using an enterprise value waterfall valuation technique. Under the enterprise
value waterfall valuation technique, the Company determines the enterprise fair value of the portfolio company and then waterfalls 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, the Company weighs 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, the Company may estimate the liquidation or collateral
value of the portfolio company’s assets and liabilities. The Company also takes into account historical and anticipated financial
results.
F- 39
The Company’s investments in Saratoga CLO
and SLF 2022 are 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 and SLF 2022, when available,
as determined by the Manager and recommended to the Company’s board of directors. Specifically, the Company uses Intex cash flows,
or an appropriate substitute, to form the basis for the valuation of the investment in Saratoga CLO and SLF 2022. 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 ran Intex models based on inputs about the refinanced Saratoga CLO’s structure and the SLF 2022 structure, including capital
structure, cost of liabilities and reinvestment period. 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 a valuation for our investments in Saratoga CLO
and SLF 2022 at February 28, 2025. The inputs at February 28, 2025 for the valuation model include:
● Default rate: 2.0%
●
Recovery rate: 70%
●
Discount rate: 8.0%–40.0%
●
Prepayment rate: 20.0%
●
Reinvestment rate / price: S+365bps / $99.00
The Company’s equity investment in SLF JV
is measured using the proportionate share of the NAV of SLF JV, or equivalent, as practical expedient.
Investment Concentration
Set forth is a brief description of each portfolio
company in which the fair value of the Company’s investment represents greater than 5 % of the Company’s total assets as of
February 28, 2025, excluding Saratoga CLO, SLF JV and SLF 2022 (see Note 4. Investment in Saratoga CLO and Note 5. Investment
in SLF JV for more information on Saratoga CLO, SLF JV and SLF 2022, respectively).
Artemis Wax Corp.
Artemis Wax Corporation is a U.S. based retail
aggregator of European Wax Center (“EWC”) franchise locations with a concentration in the northeast. Founded in 2004, EWC
is the largest U.S. body waxing national chain with more than 800 locations across the country.
Granite Comfort, LP
Granite Comfort, LP is a U.S. based heating,
ventilation and air conditioning (“HVAC”) company. The company provides traditional service and replacement of HVAC / plumbing
systems, as well as a rental model that is in the early stages of implementation.]
F- 40
Note 4. Investment in 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 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 . Following this refinancing,
the Saratoga CLO portfolio increased its aggregate principal amount from approximately $ 300.0 million to approximately $ 500.0 million
of predominantly senior secured first lien term loans.
On February 11, 2020, the Company 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 CLO. During the fourth quarter ended February 28, 2021, the CLO 2013-1
Warehouse 2 Ltd. was repaid in full.
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,
extended its legal maturity to April 2033, and added a non-call period of February 2022. In addition, and as part of the refinancing,
the Saratoga CLO was 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 of the 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. At August
31, 2021, the outstanding receivable of $ 2.6 million was repaid in full.
On August 9, 2021, the Company exchanged its existing
$ 17.9 million Class F-R-3 Note for $ 8.5 million Class F-1-R-3 Notes and $ 9.4 million Class F-2-R-3 Notes at par. On August 11, 2021, the
Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $ 0.1 million.
On June 10, 2024, the Company completed
its fifth refinancing of the Saratoga CLO. This refinancing, among other things, did not extend the Saratoga CLO reinvestment period nor
extend its legal maturity, while adjusting the interest rate of two of the existing Notes. The Issuer issued $ 422.5 million of notes (the
“2013-1 2024 Reset CLO Notes”), consisting of Class A-1-R-4 and Class A-2-R-4. The 2013-1 2024 Reset CLO Notes were issued
pursuant to the Indenture with the same Trustee. Proceeds of the issuance of the 2013-1 2024 Reset CLO Notes were used along with existing
assets of the Saratoga CLO to redeem the existing Class A-1-R-3 and Class A-2-R-3 Notes. No other Notes were refinanced as part of this
refinancing. The Saratoga CLO paid $ 0.5 million of transaction costs related to the refinancing.
The Saratoga CLO remains effectively 100.0 % owned
and managed by the Company. The Company receives 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, the Company is 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 %.
F- 41
For the years ended February 28, 2025, February
29, 2024 and February 28, 2023, we accrued management fee income of $ 3.1 million, $ 3.3 million and $ 3.3 million, respectively, and interest
income of $ 0.0 million, $ 0.0 million and $ 1.2 million, respectively, from the Saratoga CLO.
As of February 28, 2025, the Company determined
that the fair value of its investment in the subordinated notes of Saratoga CLO was $ 0.2 million. As of February 28, 2025, the fair value
of its investment in the Class F-R-3 Notes of Saratoga CLO was $ 2.3 million. As of February 28, 2025, Saratoga CLO had investments with
a principal balance of $ 527.1 million and a weighted average spread over SOFR of 3.7 % and had debt with a principal balance of $ 524.2
million with a weighted average spread over SOFR of 2.3 %. As of February 28, 2025, the present value of the projected future cash flows
of the subordinated notes, was approximately $ 0.2 million, using a 40 % 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 $ 91.7 million, management fees of $ 38.3 million
and incentive fees of $ 1.2 million.
As of February 29, 2024, the Company determined
that the fair value of its investment in the subordinated notes of Saratoga CLO was $ 9.5 million. As of February 29, 2024, the fair value
of its investment in the Class F-R-3 Notes of Saratoga CLO was $ 8.9 million. As of February 29, 2024, Saratoga CLO had investments with
a principal balance of $ 640.8 million and a weighted average spread over SOFR of 3.8 % and had debt with a principal balance of $ 611.0
million with a weighted average spread over SOFR of 2.2 %. As of February 29, 2024, the present value of the projected future cash flows
of the subordinated notes, was approximately $ 9.5 million, using a 22.0 % 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 $ 84.6 million, management fees of $ 35.1 million
and incentive fees of $ 1.2 million.
The separate audited financial statements of the
Saratoga CLO as of February 28, 2025 and February 29, 2024, pursuant to Rule 3-09 of SEC rules Regulation S-X, and for the years ended
February 28, 2025, February 29, 2024 and February 28, 2023, are presented on page S-1.
Note 5. Investment in SLF JV
On October 26, 2021, the Company and TJHA entered
into the LLC Agreement to co-manage SLF JV. SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd (“SLF 2021”),
which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of
broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.
On September 30, 2022, SLF 2021 was renamed to
Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”).
The Company and TJHA have equal voting interest
on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance.
No management fee is charged to SLF JV as control and management of SLF JV is shared equally.
F- 42
The Company and TJHA have committed to provide
up to a combined $ 50.0 million of financing to SLF JV through cash contributions, with the Company providing $ 43.75 million and TJHA providing
$ 6.25 million, resulting in an 87.5 % and 12.5 % ownership between the two parties. The financing is issued in the form of an unsecured
loan and equity. The unsecured loan pays a fixed rate of 10 % per annum and is due and payable in full on October 20, 2033. As of February
28, 2025, the Company and TJHA’s investment in SLF JV consisted of an unsecured loan of $ 17.6 million and $ 2.5 million, respectively;
and membership interest of $ 17.6 million and $ 2.5 million, respectively. As of February 29, 2024, the Company and TJHA’s investment
in SLF JV consisted of an unsecured loan of $ 17.6 million and $ 2.5 million, respectively; and membership interest of $ 17.6 million and
$ 2.5 million, respectively. As of February 28, 2025, and February 29, 2024, the Company’s investment in the unsecured note of SLF
JV had a fair value of $ 16.5 million and $ 15.8 million, respectively, and the Company’s investment in the membership interests of
SLF JV had a fair value of $ 3.1 million and $ 9.4 million, respectively.
The Company has determined that SLF JV is an investment
company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company
other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as the Company and
TJHA each have an equal 50 % voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, ASC 810
concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate
the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV.
For the year ended February 28, 2025, the Company
earned approximately $ 1.8 million of interest income related to SLF JV, which is included in interest income on the Statement of Operations.
As of February 28, 2025, approximately $ 0.2 million of interest income related to SLF JV was included in interest receivable on the Statements
of Assets and Liabilities.
For the year ended February 29, 2024, the Company
earned approximately $ 1.8 million of interest income related to SLF JV, which is included in interest income on the Statement of Operations.
As of February 29, 2024, approximately $ 0.2 million of interest income related to SLF JV was included in interest receivable on the Statements
of Assets and Liabilities.
For the year ended February 28, 2023 the Company
earned approximately $ 1.5 million of interest income related to SLF JV, which is included in interest income on the Statements of
Operations. As of February 28, 2023, approximately $ 0.4 million of interest income related to SLF JV was included in interest receivable
on the Statements of Assets and Liabilities.
For the years ended February 28, 2025, and February
29, 2024 and 2023, the Company earned approximately $ 4.0 million, $ 5.9 million and $ 0.0 million of dividend related to SLF JV, which is
included in dividend income on control investments.
SLF JV’s initial investment in SLF 2022
was in the form of an unsecured loan. The unsecured loan paid a floating rate of LIBOR plus 7.00 % per annum and was paid in full on June
9, 2023. The unsecured loan was repaid in full on October 28, 2022, as part of the CLO closing.
On October 28, 2022, SLF 2022 issued $ 402.1 million
of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee. As
part of the transaction, the Company purchased 87.50 % of the Class E Notes from SLF 2022 with a par value of $ 12.25 million.
As of February 28, 2025 and February 29, 2024, the fair value of these Class E Notes were $ 12.3 million and $ 12.3 million, respectively.
F- 43
Note 6. Income Taxes
The Company has elected and intends to operate
so as to qualify annually 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 timely distributed to stockholders.
The Company owns 100 % 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 U.S. 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. Generally,
the Company is required to meet certain income and asset diversification tests in addition to timely distributing at least 90 % 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, 2025
and February 29, 2024, 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 income from wholly owned investments (dollars in thousands):
February 28,
2025
February 29,
2024
Capital in excess of par value
$ 1,654
$ ( 779 )
Total distributable earnings (loss)
( 1,654 )
779
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, 2025, February 29, 2024 and February 28, 2023 was as follows (dollars in thousands):
February 28,
2025
February 29,
2024
February 28,
2023
Ordinary income
$ 45,825
$ 35,636
$ 27,313
Capital gains
-
-
-
Total
$ 45,825
$ 35,636
$ 27,313
For U.S. federal income tax purposes, as of February
28, 2025, the aggregate net unrealized depreciation for all securities was $ 4.0 million. The aggregate cost of securities for U.S. federal
income tax purposes was $ 1.5 billion.
For U.S. federal income tax purposes, as of February
29, 2024, the aggregate net unrealized depreciation for all securities was $ 39.7 million. The aggregate cost of securities for U.S. federal
income tax purposes was $ 1.8 billion.
As of February 28, 2025 and February 29, 2024,
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,
2025
February 29,
2024
Post October loss deferred
$ -
$ -
Accumulated capital losses
( 73,441 )
( 19,900 )
Other temporary differences
6,443
6,855
Undistributed Long Term Gain
-
-
Undistributed ordinary income
49,771
46,215
Unrealized appreciation (depreciation)
( 4,048 )
( 39,685 )
Total components of accumulated losses
$ ( 21,275 )
$ ( 6,515 )
F- 44
At February 28, 2025, the Company had a short-term
capital loss of $ 0.0 million and a long-term capital loss of $ 73.0 million, available to offset future capital gains. At February 28,
2025 the company did not utilize any short-term capital losses or long-term capital losses. Post RIC-modernization act losses are deemed
to arise on the first day of the Company’s following fiscal year and there is no expiration for these losses. As of February 29,
2024, the Company had net long-term capital losses of $ 19.9 million.
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 % U.S. federal 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 years ended December 31,
2024 and December 31, 2023, the Company did not distribute at least 98 % of its ordinary income and 98.2 % of its capital gains and accrued
$ 2.4 million and $ 1.8 million in U.S. federal excise taxes on undistributed taxable income for the years ended February 28, 2025 and February
29, 2024 , respectively.
Management has analyzed the Company’s tax
positions taken on U.S. federal income tax returns for all open years (fiscal years 2021- 2024) and has concluded that no provision
for uncertain income tax positions is required in the Company’s consolidated financial statements.
SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc.,
SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., and SIA-Vector, Inc. each
100 % owned by the Company, are each filing standalone C Corporation tax returns for U.S. federal and state tax purposes. As separately
regarded entities for tax purposes, these entities are subject to U.S. federal income tax at 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 Corporate Blockers. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved
plan of liquidation following the sale of equity held by each of the portfolio companies. In June 2024, SIA-MAC, Inc. and SIA-VR, Inc.
were dissolved.
The Company’s V Rental Holdings LLC Class
A-1 membership units were sold during the year ended February 28, 2022. The entity which held this investment, SIA-VR, Inc. will remain
in existence for a period of time until all ongoing indemnification obligations are settled, after which it will be dissolved.
The Company’s Texas Teachers of Tomorrow,
LLC common stock was sold during the year ended February 28, 2022. The entity which held this investment, SIA-TT, Inc. will remain in
existence for a period of time until all ongoing indemnification obligations are settled, after which it will be dissolved.
The Company’s GreyHeller LLC Series A preferred
units was sold during the year ended February 28, 2022. The entity which held this investment, SIA-TT, Inc. will remain in existence for
a period of time until all ongoing indemnification obligations are settled, after which it will be dissolved.
F- 45
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.
Deferred tax assets and liabilities, and related
valuation allowances, as of February 28, 2025 and February 29, 2024, were as follows:
February 28,
2025
February 29,
2024
Total deferred tax assets
$ 1,786,943
$ 2,650,580
Total deferred tax liabilities
( 4,968,693 )
( 3,901,995 )
Valuation allowance on net deferred tax assets
( 1,707,579 )
( 2,539,735 )
Net deferred tax liability
$ ( 4,889,329 )
$ ( 3,791,150 )
As of February 28, 2025, the valuation allowance
on deferred tax assets was $ 1.7 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.
Net deferred tax expense (benefit) for the year
ended February 28, 2025 includes $ 1.1 million net change in unrealized appreciation (depreciation) on investments and $ 0.4 million net
change in total operating expense (benefit), in the consolidated statement of operations, respectively.
Net deferred tax expense (benefit) for the year
ended February 29, 2024 includes $ 0.9 million net change in unrealized appreciation (depreciation) on investments and $ 0.04 million net
change in total operating expense (benefit), in the consolidated statement of operations, respectively.
Net deferred tax expense (benefit) for the year
ended February 28, 2023 includes $ 1.7 million net change in unrealized appreciation (depreciation) on investments and $( 0.2 ) 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,
2025
February 29,
2024
February 28,
2023
Current
Federal
$ -
$ -
$ ( 473,475 )
State
-
-
( 80,273 )
Net current expense
-
-
( 553,748 )
Deferred
Federal
968,246
990,920
1,467,975
State
129,934
( 16,343 )
99,582
Net deferred expense
1,098,180
974,577
1,567,557
Net tax provision
$ 1,098,180
$ 974,577
$ 1,013,809
The Company has remaining federal net operating loss carryforwards
of $ 1.3 million with an indefinite life. In addition, the Company has state net operating loss carryforwards of $ 0.6 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 Corporate Blocker based on the
states they operate in.
F- 46
Note 7. Agreements and Related Party Transactions
Investment Advisory and Management Agreement
On July 30, 2010, the Company entered into the
Management Agreement with the Manager. The initial term of the Management Agreement was two years from its effective date, with one-year
renewals thereafter subject to certain approvals by the Company’s board of directors and/or the Company’s stockholders. Most
recently, on July 8, 2024, the Company’s board of directors approved the renewal of the Management Agreement for an additional one-year
term. Pursuant to the Management Agreement, the Manager implements the Company’s business strategy on a day-to-day basis and performs
certain services for the Company, subject to oversight by the board of directors. The 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, the Company pays the 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 quarterly report on Form 10-Q.
The incentive management fee consists of the following
two parts:
The first, payable quarterly in arrears, equals
20 % of the Company’s 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, the Manager receives no incentive fee unless our pre-incentive
fee net investment income exceeds the hurdle rate of 1.875%. The Manager will receive 100% 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% 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 the Company’s
“incentive fee capital gains,” which equals the Company’s 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 the 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, 2025, February
29, 2024 and February 28, 2023, the Company incurred $ 18.4 million, $ 19.2 million and $ 16.4 million in base management fees, respectively.
For the years ended February 28, 2025, February 29, 2024 and February 28, 2023, the Company incurred $ 13.2 million, $ 13.0 million and
$ 6.8 million in incentive fees related to pre-incentive fee net investment income. For the years ended February 28, 2025, February 29,
2024 and February 28, 2023, the Company accrued $( 5.9 ) million, $( 8.3 ) million and $( 1.8 ) 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, 2025, the base management
fees accrual was $ 4.2 million and the incentive fees accrual was $ 2.0 million and are included in base management and incentive fees payable
in the accompanying consolidated statements of assets and liabilities. As of February 29, 2024, the base management fees accrual was $ 5.0
million and the incentive fees accrual was $ 3.2 million and are included in base management and incentive fees payable in the accompanying
consolidated statements of assets and liabilities.
F- 47
Administration Agreement
On July 30, 2010, the Company entered into a separate
administration agreement (the “Administration Agreement”) with the Manager, pursuant to which the Manager, as the Company’s
administrator, has agreed to furnish the Company with the facilities and administrative services necessary to conduct day-to-day operations
and provide managerial assistance on the Company’s behalf to those portfolio companies to which the Company is required to provide
such assistance. The initial term of the Administration Agreement was two years from its effective date, with one-year renewals thereafter
subject to certain approvals by the Company’s board of directors and/or the Company’s stockholders, with the most renewal
occurring on July 8, 2024. Since its inception the amount of expenses payable or reimbursable by the Company under the Administration
Agreement has been subject to a cap that is reviewed annually in connection with the renewal of the Administration Agreement. Most recently,
on August 1, 2024, the Company’s 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 $ 4.3 million to $ 5.0 million,
effective August 1, 2024. The Company’s board of directors will continue to assess the cap on payment or reimbursement of expenses
on an annual basis.
For the years ended February 28, 2025, February
29, 2024 and February 28, 2023, we recognized $ 4.7 million, $ 3.9 million and $ 3.2 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, 2025, $ 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, 2024, $ 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 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. In addition, and as part of the refinancing, the Saratoga CLO
has also been upsized from $ 300 million in assets to approximately $ 500 million.
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. Investment in Saratoga CLO for additional information.
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,
extended its legal maturity to April 2033, and extended the non-call period to February 2022. In addition, and as part of the refinancing,
the Saratoga CLO was 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. At November
30, 2021, the outstanding receivable of 2.6 million was repaid in full.
On August 9, 2021, the Company exchanged its existing
$ 17.9 million Class F-R-3 Notes for $ 8.5 million Class F-1-R-3 Notes and $ 9.4 million Class F-2-R-3 Notes at par. On August 11, 2021,
the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $ 0.1 million.
On June 10, 2024, the Company completed its fifth
refinancing of the Saratoga CLO. This refinancing, among other things, did not extend the Saratoga CLO reinvestment period nor extend
its legal maturity, while adjusting the interest rate of two of the existing Notes. The Issuer issued $ 422.5 million of notes, consisting
of Class A-1-R-4 and Class A-2-R-4. The 2013-1 2024 Reset CLO Notes were issued pursuant to the Indenture with the same Trustee. Proceeds
of the issuance of the 2013-1 2024 Reset CLO Notes were used along with existing assets of the Saratoga CLO to redeem the existing Class
A-1-R-3 and Class A-2-R-3 Notes. No other Notes were refinanced as part of this refinancing. The Saratoga CLO paid $ 0.5 million of transaction
costs related to the refinancing.
F- 48
As of February 28, 2025, and February 29, 2024,
the Company’s investment in the Class F-2-R-3 Note of the Saratoga CLO had a fair value of $ 2.3 million and $ 8.9 million, respectively.
In addition, the Company has no outstanding receivable balance from the Class F-2-R-3 Note of the Saratoga CLO, as of February 28, 2025.
For the years ended February 28, 2025, February
29, 2024, and February 28, 2023, we recognized $ 1.5 million, $ 1.5 million and $ 1.2 million in interest income, respectively, related to
the Class F-2-R-3 Note of the Saratoga CLO.
As of February 28, 2025, and February 29, 2024,
the Company’s investment in the Subordinated Note of the Saratoga CLO had a fair value of $ 0.2 million and $ 9.5 million, respectively.
In addition, the Company has no outstanding receivable balance from the Subordinated Note of the Saratoga CLO, as of February 28, 2025.
For the years ended February 28, 2025, February
29, 2024, and February 28, 2023, we recognized $ 3.1 million, $ 3.3 million and $ 3.3 million in management fee income, respectively, related
to the Subordinated Note of the Saratoga CLO.
For the years ended February 28, 2025, February
29, 2024, and February 28, 2023, we recognized $ 0.0 million, $ 0.0 million and $ 1.2 million in interest income, respectively, related to
the Subordinated Note of the Saratoga CLO.
For the years ended February 28, 2025, February
29, 2024, and February 28, 2023, the Company neither bought nor sold any investments from the Saratoga CLO.
SLF JV
On October 26, 2021, the Company and TJHA entered
into an LLC Agreement to co-manage the SLF JV. SLF JV is a joint venture that invests in the debt or equity interests of collateralized
loan obligations, loan, notes and other debt instruments. The Company records interest income from its investment in an unsecured loan
with SLF JV on an accrual basis and records dividend income from its membership interest when earned. All operating decisions are shared
with a 50 % voting interest in SLF JV.
On October 28, 2022, SLF 2022 issued $ 402.1 million
of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee.
As of February 28, 2025 and February 29, 2024
respectively, the Company’s investment in the SLF JV had a fair value of $ 19.6 million and $ 25.2 million, consisting of an unsecured
loan of $ 16.5 million and $ 15.8 million, and membership interest of $ 3.1 million and $ 9.4 million. In addition, approximately $ 0.2 million
and $ 0.3 million of interest income related to SLF JV was included in interest receivable on the Statement of Assets and Liabilities.
For the years ended February 28, 2025, February
29, 2024, and February 28, 2023, we recognized $ 1.8 million, $ 1.8 million and $ 1.5 million in interest income on the consolidated statement
of operations, respectively, related to the SLF JV.
For the years ended February 28, 2025, February
29, 2024, and February 28, 2023, we recognized $ 4.0 million, $ 5.9 million and $ 0.0 million of dividend income on the consolidated statement
of operations, respectively, related to the SLF JV.
As part of the JV CLO trust transaction, the
Company purchased 87.50 % of the Class E Notes from SLF 2022 with a principal value of $ 12.3 million and fair value of $ 12.3 million,
respectively.
F- 49
Note 8. Borrowings
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 % after giving effect to such leverage, or, 150 %
if certain requirements under the 1940 Act are met. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which
was signed into law on March 23, 2018, our board of directors, including a majority of our directors who are not “interested persons”
(as defined in Section 2(a)(19) of the 1940 Act”) of the Company (“independent directors”), approved a minimum asset
coverage ratio of 150 %. The 150 % asset coverage ratio became effective on April 16, 2019. 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 162.9 % as of February 28, 2025 and 161.1 % as of February 29, 2024.
Revolving Credit Facilities and Term Facility
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%.
Madison Credit Facility
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 “Madison 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, SBIC II LP and SBIC III LP, were pledged
under the Madison Credit Facility to secure our obligations thereunder.
On October 4, 2021, all outstanding amounts on
the Madison Credit Facility were repaid and the Madison Credit Facility was terminated. The repayment and termination of the Madison Credit
Facility resulted in a realized loss on the extinguishment of debt of $ 0.8 million.
Encina Credit Facility
On October 4, 2021, the Company entered into the
Credit and Security Agreement (the “Encina Credit Agreement”) relating to a $ 50.0 million senior secured revolving credit
facility with Encina, supported by loans held by SIF II and pledged to the Encina Credit Facility. The terms of the Encina Credit Facility
required a minimum drawn amount of $ 12.5 million at all times during the first six months following the closing date, which increased
to the greater of $ 25.0 million or 50 % of the commitment amount in effect at any time thereafter. Advances under the Encina Credit Facility
originally bore interest at a floating rate per annum equal to LIBOR plus 4.0 %, with LIBOR having a floor of 0.75 %, with customary provisions
related to the selection by Encina and the Company of a replacement benchmark rate.
F- 50
On January 27, 2023,
we entered into the first amendment to the Encina Credit Agreement to, among other things:
● increase the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million;
●
change the underlying benchmark used to compute interest under the Encina Credit Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment;
●
increase the applicable effective margin rate on borrowings from 4.00% to 4.25%;
●
extend the revolving period from October 4, 2024 to January 27, 2026;
●
extend the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum borrowings available pursuant to the Encina Facility Increase from $75.0 million to $150.0 million;
●
revise the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved; and
●
amend the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Encina Credit Agreement) to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment Termination Date, subject to a notice requirement.
In addition to any fees or other amounts payable
under the terms of the Encina 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, 2025 and February 29, 2024,
there were $ 32.5 million and $ 35.0 million outstanding borrowings under the Encina Credit Facility. During the applicable periods, the
Company was in compliance with all of the limitations and requirements under the Encina Credit Agreement. Financing costs of $ 2.0 million
related to the Encina Credit Facility have been capitalized and are being amortized over the term of the facility, with all existing financing
costs amortized through January 27, 2026 from the date of the amendment and extension . For
the years ended February 28, 2025, February 29, 2024 and February 28, 2023, we recorded $ 3.4 million, $ 3.9 million and 2.0 million of
interest expense related to the Encina Credit Facility and the Madison Credit Facility, respectively, which includes commitment and administrative
agent fees.
For the years ended February 28, 2025, February
29, 2024 and February 28, 2023, we recorded $ 0.5 million, $ 0.5 million and $ 0.5 million of amortization of deferred financing costs related
to the Encina Credit Facility and Madison Credit Facility, respectively. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expenses on the consolidated statements of operations. For the fiscal year ended February
28, 2025, the average borrowings outstanding and the weighted average interest rate on outstanding borrowings under the Encina Credit
Facility was approximately $ 33.1 million and 9.49 %, respectively. For the fiscal year ended February 29, 2024, the average borrowings
outstanding and the weighted average interest rate on outstanding borrowings under the Encina Credit Facility was approximately $ 37.9
million and 9.66 %, respectively. For the fiscal year ended February 28, 2023, the average borrowings outstanding and the weighted average
interest rate on outstanding borrowings under the Encina Credit Facility and the Madison Credit Facility were approximately $ 26.3 million
and 6.72 %, respectively.
The Encina 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 Encina 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. Availability on the Encina 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 SOFR rate, plus an applicable effective margin of 4.25%. In addition, the Company will pay the lender 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 Encina Credit Facility.
Our borrowing base under the Encina Credit Facility
was $ 78.6 million subject to the Encina Credit Facility cap of $ 65.0 million at February 28, 2025. 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, 2025 borrowing base relies upon the
valuations set forth in the Quarterly Report on Form 10-Q for the period ended November 30, 2024. The valuations presented in this Quarterly
Report on Form 10-Q will not be incorporated into the borrowing base until after this Annual Report on Form 10-K is filed with the SEC.
F- 51
Live Oak Credit Facility
On March 27, 2024, the Company and its wholly
owned special purpose subsidiary, SIF III, entered into a credit and security agreement (the “Live Oak Credit Agreement”),
by and among SIF III, as borrower, the Company, as collateral manager and equityholder, the lenders from time to time parties thereto,
Live Oak, as administrative agent and collateral agent, U.S. Bank National Association, as custodian, and U.S. Bank Trust Company, National
Association, as collateral administrator, relating to Live Oak Credit Facility.
The Live Oak Credit Facility originally provided
for borrowings in U.S. dollars in an aggregate amount of up to $ 50.0 million. During the first two years following the closing date,
SIF III may request one or more increases in the commitment amount from $ 50.0 million to an amount not to exceed $ 150.0 million,
subject to certain terms and conditions and a customary fee. The terms of the Live Oak Credit Agreement require a minimum drawn amount
of $ 12.5 million at all times during the period ending March 27, 2025 and, thereafter, the greater of: (i) $ 25.0 million and
(ii) 50 % of the facility amount in effect at such time. The Live Oak Credit Facility matures on March 27, 2027. Advances are available
during the term of the Live Oak Credit Facility and must be repaid in full at maturity. SIF III may request an extension of the maturity
date by an additional one year, subject to the agreement of the lenders and an extension fee.
On June 14, 2024, the Company entered into the
first amendment to the Live Oak Credit Agreement (the “Amendment”). The Amendment, among other things:
● increased the borrowings available under the Live Oak Credit Facility from up to $ 50.0 million to up to $ 75.0 million, subject to a borrowing base requirement;
●
added new lenders (as identified in the Amendment) to the Live Oak Credit Agreement;
●
replaced administrative agent approval with “Required Lender” (as defined in the Live Oak Credit Agreement) approval with respect to certain matters;
● replaced Required Lender approval with 100 % lender approval with respect to certain matters; and
●
changed the definition of Required Lender to require the approval of at least two unaffiliated lenders.
Advances under the Live Oak Credit Facility are
subject to a borrowing base calculation, and the Live Oak Credit Facility has various eligibility criteria for loans to be included in
the borrowing base. Advances under the Live Oak Credit Facility bear interest at a floating rate per annum equal to Adjusted Term SOFR
plus an applicable margin between 3.50 % and 4.25 % based on the Live Oak Credit Facility’s utilization. The Live Oak Credit
Agreement also provides for an unused fee of 0.50 % on the unused commitments. SIF III’s obligations to the lenders under the
Live Oak Credit Facility are secured by a first priority security interest in substantially all of SIF III’s assets. In addition,
SIF III’s obligations to the lenders under the Live Oak Credit Facility are secured by a pledge by the Company of its equity interests
in SIF III, which is evidenced by the equity pledge agreement, dated as of March 27, 2024, by and between the Company, as pledgor, and
Live Oak, as collateral agent for the benefit of the secured parties.
In connection with the Live Oak Credit Agreement,
the Company entered into a loan sale and contribution agreement with SIF III, dated as of March 27, 2024, by and between the Company,
as seller, and SIF III, as purchaser, pursuant to which the Company will sell or contribute certain loans held by the Company to SIF III
to be used to support the borrowing base under the Live Oak Credit Facility. The Live Oak Credit Facility permits loan proceeds and excess
cash in SIF III’s collection accounts to be distributed to us at any time based on three business days advance notice, subject to
compliance with various conditions, including the absence of a default or event of default, the absence of an over-advance against the
borrowing base and the absence of a violation of the financial covenants.
As of February 28, 2025 there was $ 20.0 million
in outstanding borrowings under the Live Oak Credit Facility. During the applicable period, the Company was in compliance with all of
the limitations and requirements under the Live Oak Credit Agreement.
Our borrowing base under the Live Oak Credit Facility
was $ 86.9 million subject to the Live Oak Credit Facility cap of $ 75.0 million at February 28, 2025. 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, 2025 borrowing base relies upon the
valuations set forth in the Quarterly Report on Form 10-Q for the period ended November 30, 2024. The valuations presented in this Quarterly
Report on Form 10-Q will not be incorporated into the borrowing base until after this Annual Report on Form 10-K is filed with the SEC.
SBA Debentures
The Company’s wholly owned subsidiaries,
SBIC II LP and SBIC III LP, received SBIC licenses from the SBA on August 14, 2019 and September 29, 2022, respectively. Each of the SBIC
Subsidiaries provide up to $ 175.0 million in long-term capital in the form of debentures guaranteed by the SBA. The Company’s wholly
owned subsidiary, SBIC LP, repaid its outstanding debentures and subsequently surrendered its license to the SBA on January 3, 2024, providing
the Company access to all undistributed capital of SBIC LP, and SBIC LP subsequently merged with and into the Company. Under current SBIC
regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $ 350.0 million.
F- 52
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 $ 24.0 million and have average annual fully taxed net income not exceeding $ 8.0 million for the two most recent
fiscal years. In addition, an SBIC must devote 25.0 % of its investment activity to “smaller enterprises” as defined by the
SBA. A smaller enterprise is one that has a 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.
The SBIC Subsidiaries are able to borrow funds
from the SBA against each SBIC’s regulatory capital (which generally approximates equity capital in the respective SBIC). The SBIC
Subsidiaries are subject to customary regulatory requirements including but not limited to, a periodic examination by the SBA and requirements
to maintain certain minimum financial ratios and other covenants. Receipt of an SBIC license does not assure that the SBIC Subsidiaries
will receive SBA-guaranteed debenture funding, which is dependent upon the SBIC Subsidiaries complying with SBA regulations and policies.
The SBA, as a creditor, will have a superior claim to each SBIC Subsidiary’s assets over the Company’s stockholders and debtholders
in the event that the Company liquidates such SBIC Subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued
by the SBIC Subsidiary upon an event of default.
The Company received exemptive relief from the
SEC to permit it to exclude the debentures guaranteed by the SBA of the SBIC Subsidiaries 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 requirement by permitting
it to borrow up to $ 350.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
As of February 28, 2025, we have funded SBIC
II LP and SBIC III LP with an aggregate total of equity capital of $ 87.5 million and $ 87.5 million, respectively, and have $ 170.0 million
in SBA-guaranteed debentures outstanding, of which $ 131.0 million was held by SBIC II LP and $ 39.0 million held in SBIC III LP.
At February 28, 2025 and February 29, 2024, there
was $ 170.0 million and $ 214.0 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, $ 6.0 , and $ 0.4 million related to the SBA debentures
issued by SBIC LP, SBIC II LP and SBIC III LP, respectively, have been capitalized and are being amortized over the term of the commitment
and drawdown. During the year ended February 28, 2025, the Company repaid $ 44.0 million of SBA debentures in SBIC II LP, resulting in
a realized loss on extinguishment of $ 0.8 million related to the acceleration of deferred debt financing costs.
For the years ended February 28, 2025, February
29, 2024 and February 28, 2023, we recorded $ 7.1 million, $ 6.2 million and $ 6.4 million of interest expense related to the SBA debentures,
respectively. For the years ended February 28, 2025, February 29, 2024 and February 28, 2023, we recorded $ 0.9 million, $ 1.0 million and
$ 1.0 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, 2025, February 29, 2024 and February 28, 2023 on the outstanding borrowings
of the SBA debentures was 3.32 %, 3.08 % and 2.78 %, respectively. During the years ended February 28, 2025 and February 29, 2024, the average
dollar amount of SBA debentures outstanding was $ 213.8 million and $ 202.5 million, respectively.
Notes
7.75% 2025 Notes
On July 9, 2020, the Company issued $ 5.0 million
in aggregate principal amount of 7.75 % fixed-rate notes due in 2025 (the “7.75% 2025 Notes”) 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% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year. The
7.75% 2025 Notes mature on July 9, 2025 and may be redeemed in whole or in part at any time or from time to time at the Company’s
option subject to a fee depending on the date of repayment. The net proceeds from the offering were used for general corporate purposes
in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.3 million related to the 7.75% 2025
Notes have been capitalized and are being amortized over the term of the 7.75% 2025 Notes.
F- 53
As of February 28, 2025, the total amount of
7.75% 2025 Notes outstanding was $ 5.0 million. The 7.75% 2025 Notes are not listed and have a par value of $ 25.00 per note. The carrying
amount of the outstanding 7.75% 2025 Notes had a fair value of $ 5.0 million, which is based on a market yield analysis and would be
classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the total amount of 7.75% 2025 Notes outstanding
was $ 5.0 million, and they had a fair value of $ 5.0 million, which is based on a market yield analysis and would be classified as a Level
3 liability within the fair value hierarchy.
For the years ended February 28, 2025 and February
29, 2024, we recorded $ 0.4 million and $ 0.4 million, respectively, of interest expense and $ 0.05 million and $ 0.05 million, respectively,
of amortization of deferred financing costs related to the 7.75% 2025 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. For the year ended February 28, 2025
and February 29, 2024, the average dollar amount of 7.75% 2025 Notes outstanding was $ 5.0 million and $ 5.0 million, respectively.
6.25% 2027 Notes
On December 29, 2020, the Company issued $ 5.0
million in aggregate principal amount of 6.25 % fixed-rate notes due in 2027 (the “6.25% 2027 Notes”). Offering costs
incurred were approximately $ 0.1 million. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May
31, August 31 and November 30, at a rate of 6.25% per year. The 6.25% 2027 Notes mature on December 29, 2027 and may be redeemed
in whole or in part at any time or from time to time at the Company’s option, on or after December 29, 2024. The net proceeds from
the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing
costs of $ 0.1 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes.
On January 28, 2021, the Company issued an additional
$ 10.0 million in aggregate principal amount of the 6.25% 2027 Notes for net proceeds of $ 9.7 million after deducting underwriting commissions
of approximately $ 0.3 million (the “Additional 6.25% 2027 Notes”). Offering costs incurred were approximately $ 0.1 million.
The Additional 6.25% 2027 Notes are treated as a single series with the existing 6.25% 2027 Notes under the indenture and have the same
terms as the existing 6.25% 2027 Notes. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31
and November 30, at a rate of 6.25% per year. The 6.25% 2027 Notes 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 the Company’s option. The net proceeds from the offering were used
for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.4 million
related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the 6.25% 2027 Notes. The 6.25% 2027 Notes
are not listed and have a par value of $ 25.00 per note.
As of February 28, 2025, the total amount of
6.25% 2027 Notes outstanding was $ 15.0 million. The 6.25% 2027 Notes are not listed and have a par value of $ 25.00 per note. The carrying
amount of the outstanding 6.25% 2027 Notes had a fair value of $ 14.5 million, which is based on a market yield analysis and would be
classified as a Level 3 liability within the fair value hierarchy. As of February 29, 2024, the total amount of 6.25% 2027 Notes outstanding
was $ 15.0 million, and they had a fair value of $ 14.2 million, which is based on a market yield analysis and would be classified as a
Level 3 liability within the fair value hierarchy.
For the years ended February 28, 2025 and February
29, 2024, we recorded $ 0.9 million and $ 0.9 million, respectively, of interest expense and $ 0.07 million and $ 0.07 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, 2025
and February 29, 2024, the average dollar amount of 6.25% 2027 Notes outstanding was $ 15.0 million and $ 15.0 million, respectively.
F- 54
4.375% 2026 Notes
On March 10, 2021, the Company issued $ 50.0 million
in aggregate principal amount of 4.375 % fixed-rate notes due in 2026 (the “4.375% 2026 Notes”) for net proceeds of $ 49.0 million
after deducting underwriting commissions of approximately $ 1.0 million. Offering costs incurred were approximately $ 0.3 million.
Interest on the 4.375% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The
4.375% 2026 Notes mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November 28, 2025 at par
plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes
in accordance with the Company’s investment objective and strategies. Financing costs of $ 1.3 million related to the 4.375%
2026 Notes have been capitalized and are being amortized over the term of the 4.375% 2026 Notes.
On July 15, 2021, the Company issued an additional
$ 125.0 million in aggregate principal amount of the 4.375% 2026 Notes (the “Additional 4.375% 2026 Notes”) for net proceeds
for approximately $ 123.8 million, based on the public offering price of 101.00 % of the aggregate principal amount of the Additional 4.375%
2026 Notes, after deducting the underwriting commissions of $ 2.5 million. Offering costs incurred were approximately $ 0.2 million. The
Additional 4.375% 2026 Notes are treated as a single series with the existing 4.375% 2026 Notes under the indenture and have the same
terms as the existing 4.375% 2026 Notes. The net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes
(as described above), and for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing
costs of $ 2.7 million have been capitalized and are being amortized over the term of the additional 4.375% 2026 Notes.
As of February 28, 2025, the total amount of
4.375% 2026 Notes outstanding was $ 175.0 million. The 4.375% 2026 Notes are not listed and are issued in minimum denominations of $ 2,000
and integral multiples of $ 1,000 in excess thereof. The carrying amount of the outstanding 4.375% 2026 Notes had a fair value of $ 169.4
million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As
of February 29, 2024, the total amount of 4.375% 2026 Notes outstanding was $ 175.0 million, and they had a fair value of $ 163.4 million,
which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February
29, 2024, there was $ 175.0 million outstanding.
For the years ended February 28, 2025 and February
29, 2024, we recorded $ 7.7 million and $ 7.7 million, respectively, of interest expense, $ 0.8 million and $ 0.8 million, respectively, of
amortization of deferred financing costs and $ 0.3 million and $ 0.3 million, respectively, of amortization of premium on issuance of 4.375%
Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs
and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of
operations. During the years ended February 28, 2025 and February 29, 2024, the average dollar amount of 4.375% 2026 Notes outstanding
was $ 175.0 million and $ 175.0 million respectively.
4.35% 2027 Notes
On January 19, 2022, the Company issued $ 75.0
million in aggregate principal amount of 4.35 % fixed-rate notes due in 2027 (the “4.35% 2027 Notes”) for net proceeds of $ 73.0
million, based on the public offering price of 99.317 % of the aggregate principal amount of the 4.35% 2027 Notes, after deducting the
underwriting commissions of approximately $ 1.5 million. Offering costs incurred were approximately $ 0.3 million. Interest on
the 4.35% 2027 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year. The 4.35% 2027 Notes
mature on February 28, 2027 and may be redeemed in whole or in part at the Company’s option at any time prior to November 28, 2026,
at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate
purposes in accordance with the Company’s investment objective and strategies. Financing costs of $ 1.8 million related to the
4.35% 2027 Notes have been capitalized and are being amortized over the term of the 4.35% 2027 Notes.
As of February 28, 2025, the total amount of
4.35% 2027 Notes outstanding was $ 75.0 million. The 4.35% 2027 Notes are not listed. The carrying amount of the outstanding 4.35% 2027
Notes had a fair value of $ 70.3 million, which is based on a market yield analysis and would be classified as a Level 3 liability within
the fair value hierarchy. As of February 29, 2024, the total amount of 4.35% 2027 Notes outstanding was $ 75.0 million, and they had a
fair value of $ 67.8 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair
value hierarchy. As of February 29, 2024, there was $ 75.0 million outstanding.
F- 55
For the years ended February 28, 2025 and February
29, 2024, we recorded $ 3.3 million and $ 3.3 million, respectively, of interest expense, $ 0.3 million and $ 0.3 million, respectively, of
amortization of deferred financing costs and $ 0.1 million and $ 0.1 million, respectively, of amortization of discount on issuance of 4.35%
Notes due 2027 (inclusive of the issuance of the Additional 4.35% 2027 Notes). Interest expense, amortization of deferred financing costs
and amortization of discount on issuance of notes are reported as interest and debt financing expense on the consolidated statements of
operations. During the years ended February 28, 2025 and February 29, 2024, the average dollar amount of 4.35% 2027 Notes outstanding
was $ 75.0 million and $ 75.0 million respectively.
6.00% 2027 Notes
On April 27, 2022, the Company issued $ 87.5 million
in aggregate principal amount of 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $ 84.8 million
after deducting underwriting commissions of approximately $ 2.7 million. Offering costs incurred were approximately $ 0.1 million. On May
10, 2022, the underwriters partially exercised their option to purchase an additional $ 10.0 million in aggregate principal amount of the
6.00% 2027 Notes. Net proceeds to the Company were $ 9.7 million after deducting underwriting commissions of approximately $ 0.3 million.
Interest on the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per
year. The 6.00% 2027 Notes mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in whole or in part at any time or
from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance
with the Company’s investment objective and strategies. Financing costs of $ 3.3 million related to the 6.00% 2027 Notes have been
capitalized and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading
symbol “SAT” with a par value of $ 25.00 per note.
On August 15, 2022, the Company issued an additional
$ 8.0 million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional 6.00% 2027 Notes”) for net proceeds of
$ 7.8 million, based on the public offering price of 97.80 % of the aggregate principal amount of the 6.00 % 2027 Notes. Additional offering
costs incurred were approximately $ 0.2 million. The Additional 6.00% 2027 Notes are treated as a single series with the existing 6.00%
2027 Notes under the indenture and have the same terms as the existing 6.00% 2027 Notes. The net proceeds from the offering were used
for general corporate purposes in accordance with the Company’s investment objective and strategies. Additional financing costs
of $ 0.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.
As of February 28, 2025, the total amount of 6.00%
2027 Notes outstanding was $ 105.5 million. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT” with
a par value of $ 25.00 per note. As of February 28, 2025, the carrying amount and fair value of the 6.00% 2027 Notes was $ 105.5 million
and $ 104.1 million, respectively. The fair value of the 6.00% 2027 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 of February 29, 2024, the
carrying amount and fair value of the 6.00% 2027 Notes was $ 105.5 million and $ 100.7 million, respectively.
For the years ended February 28, 2025 and February
29, 2024, we recorded $ 6.3 million and $ 6.3 million, respectively, of interest expense, $ 0.7 million and $ 0.7 million, respectively, of
amortization of deferred financing costs related to the 6.00% Notes due 2027. Interest expense and amortization of deferred financing
costs are reported as interest and debt financing expense on the consolidated statements of operations. During the years ended February
28, 2025 and February 29, 2024, the average dollar amount of 6.00% 2027 Notes outstanding was $ 105.5 million and $ 105.5 million respectively.
7.00% 2025 Notes
On September 8, 2022, the Company issued $ 12.0
million in aggregate principal amount of 7.00 % fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $ 11.6
million after deducting underwriting discounts of approximately $ 0.4 million. Additional offering costs incurred were approximately $ 0.05
million. Interest on the 7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of
7.00% per year. The 7.00% 2025 Notes mature on September 8, 2025 and commencing September 8, 2024, may be redeemed in whole or in part
at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes
in accordance with the Company’s investment objective and strategies. Financing costs of $ 0.04 million related to the 7.00% 2025
Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
As of February 28, 2025, the total amount of 7.00%
2025 Notes outstanding was $12.0 million. The 7.00% 2025 Notes are not listed. The carrying amount of the outstanding 7.00% 2025 Notes
had a fair value of $ 11.9 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the
fair value hierarchy. As of February 29, 2024, the total amount of 7.00% 2025 Notes outstanding was $ 12.0 million, and they had a fair
value of $ 11.8 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value
hierarchy. As of February 29, 2024, there was $ 12.0 million outstanding.
F- 56
For the years ended February 28, 2025 and February
29, 2024, we recorded $ 0.8 million and $ 0.8 million, respectively, of interest expense, $ 0.01 million and $ 0.01 million, respectively,
of amortization of deferred financing costs and $ 0.1 million and $ 0.1 million, respectively, of amortization of discount on issuance of
7.00% Notes due 2025. Interest expense, amortization of deferred financing costs and amortization of discount on issuance of notes are
reported as interest and debt financing expense on the consolidated statements of operations. During the years ended February 28, 2025
and February 29, 2024, the average dollar amount of 7.00% 2025 Notes outstanding was $ 12.0 million and $ 12.0 million respectively.
8.00% 2027 Notes
On October 27, 2022, the Company issued $ 40.0
million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of
$ 38.7 million after deducting underwriting commissions of approximately $ 1.3 million. Offering costs incurred were approximately $ 0.2
million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $ 6.0 million in aggregate principal
amount of the 8.00% 2027 Notes. Net proceeds to the Company were $ 5.8 million after deducting underwriting commissions of approximately
$ 0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate
of 8.00% per year . The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, may be redeemed in whole or in part
at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes
in accordance with the Company’s investment objective and strategies. Financing costs of $ 1.7 million related to the 8.00% 2027
Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes.
As of February 28, 2025, the total amount of 8.00%
2027 Notes outstanding was $ 46.0 million. The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with
a par value of $ 25.00 per note. As of February 28, 2025, the carrying amount and fair value of the 8.00% 2027 Notes was $ 46.0 million
and $ 46.5 million, respectively. The fair value of the 8.00% 2027 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 of February 29, 2024, the
carrying amount and fair value of the 8.00% 2027 Notes was $ 46.0 million and $ 46.2 million, respectively.
For the years ended February 28, 2025 and February
29, 2024, the Company recorded $ 3.7 million and $ 3.7 million, respectively, of interest expense and $ 0.3 million and $ 0.3 million, respectively,
of amortization of deferred financing costs related to the 8.00% 2027 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the years ended February 28,
2025 and February 29, 2024, the average dollar amount of 8.00% 2027 Notes outstanding was $ 46.0 million and $ 46.0 million, respectively.
8.125% 2027 Notes
On December 13, 2022, the Company issued $ 52.5
million in aggregate principal amount of 8.125 % fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $ 50.8
million after deducting underwriting commissions of approximately $ 1.6 million. Offering costs incurred were approximately $ 0.1 million.
On December 21, 2022, the underwriters fully exercised their option to purchase an additional $7.9 million in aggregate principal amount
of the 8.125% 2027 Notes. Net proceeds to the Company were $7.6 million after deducting underwriting commissions of approximately $0.2
million. Interest on the 8.125% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of
8.125% per year. The 8.125% 2027 Notes mature on December 31, 2027 and commencing December 13, 2024, may be redeemed in whole or in part
at any time or from time to time at the Company’s option. The net proceeds from this offering were used to make investments in middle-market
companies (including investments made through our SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies
and for general corporate purposes. Financing costs of $2.0 million related to the 8.125% 2027 Notes have been capitalized and are being
amortized over the term of the 8.125% 2027 Notes.
As of February 28, 2025, the total amount of 8.125%
2027 Notes outstanding was $60.4 million. The 8.125% 2027 Notes are listed on the NYSE under the trading symbol “SAY” with
a par value of $ 25.00 per note. As of February 28, 2025, the carrying amount and fair value of the 8.125% 2027 Notes was $ 60.4 million
and $ 61.0 million, respectively. The fair value of the 8.125% 2027 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 of February 29, 2024, the
carrying amount and fair value of the 8.125% 2027 Notes was $ 60.4 million and $ 60.8 million, respectively.
For the years ended February 28, 2025 and February
29, 2024, the Company recorded $ 4.9 million and $ 4.9 million, respectively, of interest expense and $ 0.4 million and $ 0.4 million, respectively,
of amortization of deferred financing costs related to the 8.125% 2027 Notes. Interest expense and amortization of deferred financing
costs are reported as interest and debt financing expense on the consolidated statements of operations. During the years ended February
28, 2025 and February 29, 2024, the average dollar amount of 8.125% 2027 Notes outstanding was $ 60.4 million and $ 60.4 million, respectively.
F- 57
8.75% 2025 Notes
On March 31, 2023, the Company issued $ 10.0 million
in aggregate principal amount of 8.75% fixed-rate notes due 2024 (the “8.75% 2025 Notes”) for net proceeds of $ 9.7 million
after deducting underwriting discounts of approximately $ 0.4 million. On May 1, 2023, the Company issued an additional $ 10.0 million in
aggregate principal amount of the 8.75% 2025 Notes for net proceeds of $ 9.7 million after deducting underwriting discounts of approximately
$ 0.4 million. Offering costs incurred were approximately $ 0.03 million. Interest on the 8.75% 2025 Notes is paid quarterly in arrears
on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year. On February 2, 2024, pursuant to the terms of the indenture
governing the 8.75% 2025 Notes, the Company elected to exercise its option to extend the maturity date of the 8.75% 2025 Notes from March
31, 2024 to March 31, 2025. Net proceeds from this offering were used to make investments in middle-market companies (including investments
made through the SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and general corporate purposes.
Financing costs and discounts of $0.7 million related to the 8.75% 2025 Notes have been capitalized and are being amortized over the term
of the 8.75% 2025 Notes.
As of February 28, 2025, the total amount of
8.75% 2025 Notes outstanding was $ 20.0 million. The 8.75% 2025 Notes are not listed. The carrying amount of the outstanding 8.75% 2025
Notes had a fair value of $ 20.0 million, which is based on a market yield analysis and would be classified as a Level 3 liability within
the fair value hierarchy. As of February 29, 2024, the total amount of 8.75% 2025 Notes outstanding was $ 20.0 million, and they had a
fair value of $ 20.1 million. As of February 29, 2024, there was $ 20.0 million outstanding.
For the years ended February 28, 2025 and February
29, 2024, we recorded $ 1.8 million and $ 1.5 million, respectively, of interest expense, $ 0.04 million and $ 0.02 million, respectively,
of amortization of deferred financing costs and $ 0.1 million and $ 0.6 million, respectively, of amortization of discount on issuance of
8.75% Notes due 2025. Interest expense, amortization of deferred financing costs and amortization of discount on issuance of notes are
reported as interest and debt financing expense on the consolidated statements of operations. During the years ended February 28, 2025
and February 29, 2024, the average dollar amount of 8.75% 2025 Notes outstanding was $ 20.0 million and $ 17.5 million respectively.
8.50% 2028 Notes
On April 14, 2023, the Company issued $ 50.0 million
in aggregate principal amount of 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $ 48.4 million
after deducting underwriting commissions of approximately $ 1.6 million. Offering costs incurred were approximately $ 0.03 million. On April
26, 2023, the underwriters fully exercised their option to purchase an additional $ 7.5 million in aggregate principal amount of the 8.50%
2028 Notes. Net proceeds to the Company were $ 7.3 million after deducting underwriting commissions of approximately $ 0.2 million. Interest
on the 8.50% 2028 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.50% per year.
The 8.50% 2028 Notes mature on April 15, 2028, and commencing April 14, 2025, may be redeemed in whole or in part at any time or from
time to time at the Company’s option. Net proceeds from this offering were used to repay a portion of the outstanding indebtedness
under the Encina Credit Facility, make investments in middle-market companies (including investments made through our SBIC Subsidiaries)
in accordance with the Company’s investment objective and strategies and for general corporate purposes. Financing costs of $ 2.0
million related to the 8.50% 2028 Notes have been capitalized and are being amortized over the term of the 8.50% 2028 Notes.
As of February 28, 2025, the total amount of 8.50%
2028 Notes outstanding was $ 57.5 million. The 8.50% 2028 Notes are listed on the NYSE under the trading symbol “SAZ” with
a par value of $ 25.00 per note. As of February 28, 2025, the carrying amount and fair value of the 8.50% 2028 Notes was $ 57.5 million
and $ 58.3 million, respectively. The fair value of the 8.50% 2028 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 of February 29, 2024, the
carrying amount and fair value of the 8.50% 2028 Notes was $ 57.5 million and $ 58.3 million, respectively.
For the years ended February 28, 2025 and February
29, 2024, we recorded $4.9 million and $ 4.3 million, respectively, of interest expense and $ 0.4 million and $ 0.4 million, respectively,
of amortization of deferred financing costs of 8.50% 2028 Notes. Interest expense and amortization of deferred financing costs are reported
as interest and debt financing expense on the consolidated statements of operations. During the years ended February 28, 2025 and February
29, 2024, the average dollar amount of 8.50% 2028 Notes outstanding was $ 57.5 million and $ 50.2 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- 58
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 Encina Lender Finance, LLC
Fiscal year 2025 (as of February 28, 2025)
$ 32,500
$ 1,629
-
N/A
Fiscal year 2024 (as of February 29, 2024)
$ 35,000
$ 1,610
-
N/A
Fiscal year 2023 (as of February 28, 2023)
$ 32,500
$ 1,659
-
N/A
Fiscal year 2022 (as of February 28, 2022)
$ 12,500
$ 2,093
-
N/A
Credit Facility with Live Oak Banking Company
Fiscal year 2025 (as of February 28, 2025)
$ 20,000
$ 1,629
-
N/A
Credit Facility with Madison Capital Funding(14)
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
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)
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)
8.75% Notes due 2025
Fiscal year 2025 (as of February 28, 2025)
$ 20,000
$ 1,629
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 20,000
$ 1,610
-
$ 25.00 (12)
6.25% Notes due 2025(13)
Fiscal year 2022 (as of February 28, 2022)
-
-
-
N/A
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)
F- 59
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)
7.00% Notes due 2025
Fiscal year 2025 (as of February 28, 2025)
$ 12,000
$ 1,629
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 12,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 12,000
$ 1,659
-
$ 25.00 (12)
7.25% Notes due 2025(16)
Fiscal year 2023 (as of February 28, 2023)
-
-
-
N/A
Fiscal year 2022 (as of February 28, 2022)
$ 43,125
$ 2,093
-
$ 25.46 (11)
Fiscal year 2021 (as of February 28, 2021)
$ 43,125
$ 3,471
-
$ 25.77 (11)
7.75% Notes due 2025
Fiscal year 2025 (as of February 28, 2025)
$ 5,000
$ 1,629
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 5,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 5,000
$ 1,659
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 5,000
$ 2,093
-
$ 25.00 (12)
Fiscal year 2021 (as of February 28, 2021)
$ 5,000
$ 3,471
-
$ 25.00 (12)
4.375% Notes due 2026
Fiscal year 2025 (as of February 28, 2025)
$ 175,000
$ 1,629
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 175,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 175,000
$ 1,659
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 175,000
$ 2,093
-
$ 25.00 (12)
4.35% Notes due 2027
Fiscal year 2025 (as of February 28, 2025)
$ 75,000
$ 1,629
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 75,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 75,000
$ 1,659
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 75,000
$ 2,093
-
$ 25.00 (12)
6.00% Notes due 2027
Fiscal year 2025 (as of February 28, 2025)
$ 105,500
$ -
-
$ 24.36 (15)
Fiscal year 2024 (as of February 29, 2024)
$ 105,500
$ 1,610
-
$ 23.51 (15)
Fiscal year 2023 (as of February 28, 2023)
$ 105,500
$ 1,659
-
$ 23.97 (15)
6.25% Notes due 2027
Fiscal year 2025 (as of February 28, 2025)
$ 15,000
$ 1,629
-
$ 25.00 (12)
Fiscal year 2024 (as of February 29, 2024)
$ 15,000
$ 1,610
-
$ 25.00 (12)
Fiscal year 2023 (as of February 28, 2023)
$ 15,000
$ 1,659
-
$ 25.00 (12)
Fiscal year 2022 (as of February 28, 2022)
$ 15,000
$ 2,093
-
$ 25.00 (12)
Fiscal year 2021 (as of February 28, 2021)
$ 15,000
$ 3,471
-
$ 25.00 (12)
8.00% Notes due 2027
Fiscal year 2025 (as of February 28, 2025)
$ 46,000
$ 1,629
-
$ 25.21 (15)
Fiscal year 2024 (as of February 29, 2024)
$ 46,000
$ 1,610
-
$ 25.00 (15)
8.125% Notes due 2027
Fiscal year 2025 (as of February 28, 2025)
$ 60,375
$ 1,629
-
$ 25.27 (15)
Fiscal year 2024 (as of February 29, 2024)
$ 60,375
$ 1,610
-
$ 25.05 (15)
Fiscal year 2023 (as of February 28, 2023)
$ 60,375
$ 1,659
-
$ 25.10 (15)
8.50% Notes due 2028
Fiscal year 2025 (as of February 28, 2025)
$ 57,500
$ 1,629
-
$ 25.47 (17)
Fiscal year 2024 (as of February 29, 2024)
$ 57,500
$ 1,610
-
$ 25.17 (17)
(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.
(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.
F- 60
(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.
(13) On August 31, 2021, the Company redeemed $ 60.0 million in aggregate
principal amount of the issued and outstanding 6.25% 2025 Notes. The Company used a portion of the net proceeds from the 4.375% 2026
Notes offering, which was completed in July 2021, to redeem the 6.25% 2025 Notes in full.
(14) On October 4, 2021, the Company repaid all remaining amounts
outstanding under the Madison Credit Facility and the credit agreement relating to the Madison Credit Facility was terminated.
(15) Based on the average daily trading price of the 2027 Notes on
the NYSE.
(16) On July 14, 2022, the Company redeemed $ 43.1 million in aggregate
principal amount of the issued and outstanding 7.25% 2025 Notes.
(17) Based on the average daily trading price of the 2028 Notes on
the NYSE.
Note 9. Commitments and Contingencies
Contractual Obligations
The following table shows our payment obligations for repayment of
debt and other contractual obligations at February 28, 2025:
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)
Encina credit facility
$ 32,500
$ 32,500
$ -
$ -
$ -
Live Oak credit facility
20,000
-
20,000
-
-
SBA debentures
170,000
-
-
-
170,000
8.75% 2025 Notes
20,000
20,000
-
-
-
7.00% 2025 Notes
12,000
12,000
-
-
-
7.75% 2025 Notes
5,000
5,000
-
-
-
4.375% 2026 Notes
175,000
175,000
-
-
-
4.35% 2027 Notes
75,000
-
75,000
-
-
6.00% 2027 Notes
105,500
-
105,500
-
-
6.25% 2027 Notes
15,000
-
15,000
-
-
8.00% 2027 Notes
46,000
-
46,000
-
-
8.125% 2027 Notes
60,375
-
60,375
-
-
8.50% 2028 Notes
57,500
-
-
57,500
-
Total Long-Term Debt Obligations
$ 793,875
$ 244,500
$ 321,875
$ 57,500
$ 170,000
F- 61
Off-balance Sheet Arrangements
At February 28, 2025 and February 29, 2024, the
Company’s off-balance sheet arrangements consisted of $ 126.7 million and $ 132.4 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, 2025 and February 29, 2024 is shown in the table below (dollars in thousands):
February 28,
2025
February 29,
2024
At Company’s discretion
ActiveProspect, Inc.
$ 10,000
$ 10,000
Artemis Wax Corp.
23,500
23,500
Ascend Software, LLC
5,000
5,000
C2 Educational Systems
2,000
-
Davisware, LLC
1,000
-
Granite Comfort, LP
-
750
JDXpert
4,500
5,000
LFR Chicken LLC
10,000
-
Pepper Palace, Inc.
1,200
1,898
Procurement Partners, LLC
-
4,250
Saratoga Senior Loan Fund I JV, LLC
8,548
8,548
Sceptre Hospitality Resources, LLC
-
5,000
Stretch Zone Franchising, LLC
-
3,750
VetnCare MSO, LLC
10,000
10,000
Total
$ 75,748
$ 77,696
At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
Alpha Aesthetics Partners OpCo, LLC
$ -
$ 6,500
ARC Health OpCo LLC
-
2,585
Axero Holdings, LLC - Revolver
500
500
Axiom Medical Consulting, LLC
1,500
2,000
BQE Software, Inc.
2,250
3,250
C2 Educational Systems
-
3,000
Cloudpermit Intermediate Holding Company
5,000
-
Davisware, LLC
1,750
750
Exigo, LLC - Revolver
625
1,042
Gen4 Dental Partners Holdings, LLC
2,857
-
GoReact
-
2,500
Granite Comfort, LP
11,637
11,637
Innergy, Inc.
5,000
-
Inspect Point Holding, LLC
1,500
1,500
Modis Dental Partners OpCo, LLC
8,900
-
Pepper Palace, Inc. - Revolver
600
2,500
Stretch Zone Franchising, LLC
1,500
1,500
VetnCare MSO, LLC
7,319
15,319
Zollege PBC
-
150
50,938
54,733
Total
$ 126,686
$ 132,429
The Company believes its assets will provide adequate
coverage to satisfy these unfunded commitments. As of February 28, 2025, the Company had cash and cash equivalents of $ 148.2 million,
$ 32.5 million in available borrowings under the Encina Credit Facility, and $ 55.0 million in available borrowings under the Live Oak Credit
Facility.
F- 62
Note 10. Directors Fees
Our independent directors each receives an annual
fee of $ 90,000 . They also receive $ 3,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending
each board meeting and receive $ 2,000 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 $ 15,000 and the chairman of each other committee
receives an annual fee of $ 8,000 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 NAV or the market price at the time of payment.
No compensation is paid to directors who are “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940
Act). For the years ended February 28, 2025, February 29, 2024 and February 28, 2023, we incurred $ 0.4 million, $ 0.4 million and $ 0.4
million for directors’ fees and expenses, respectively. As of February 28, 2025 and February 29, 2024, $ 0.0 million and $ 0.0 million
in directors’ fees and expenses were accrued and unpaid, respectively. As of February 28, 2025, we had not issued any common stock
to our directors as compensation for their services.
Note 11. Stockholders’ Equity
Share Repurchases
On September 24, 2014, the Company announced the
approval of an open market share repurchase plan that originally 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”).
Since September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount
of shares of common stock that may be purchased under the Share Repurchase Plan, most recently to 1.7 million shares of common stock.
On January 7, 2025, the Company’s board of directors extended the Share Repurchase Plan for another year to January 15, 2026. As
of February 28, 2025, the Company purchased 1,035,203 shares of common stock, at the average price of $ 22.05 for approximately $ 22.8 million
pursuant to the Share Repurchase Plan. During the three months ended February 28, 2025, the Company did not purchase any shares of common
stock pursuant to the Share Repurchase Plan. During the year ended February 28, 2025, the Company did not purchase any shares of common
stock pursuant to the Share Repurchase Plan.
Public Equity Offering
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.
Equity ATM Program
On March 16, 2017, the Company entered into an
equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which the Company offered for sale, from time to time, up
to $ 30.0 million of the Company’s 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 11, 2019, the amount of the common stock to be offered 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. This agreement was terminated as
of July 29, 2021, and as of that date, the Company had 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).
On July 30, 2021, the Company entered into an
equity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”)
and Compass Point Research and Trading, LLC (“Compass Point”), through which the Company may offer for sale, from time to
time, up to $ 150.0 million of the Company’s common stock through the Agents (as defined below), or to them, as principal for their
account (the “ATM Program”).
On July 6, 2023, the Company amended the Equity
Distribution Agreement to increase the maximum amount of shares of our common stock to be sold through the ATM Program to $ 300.0 million
from $ 150.0 million. On July 19, 2023, the Company amended the Equity Distribution Agreement to add an additional distribution agent,
Raymond James & Associates, Inc. (“Raymond James”). On May 15, 2024, the Company amended the Equity Distribution Agreement
to add an additional distribution agent, Lucid Capital Markets, LLC (“Lucid” and together with Ladenburg, Compass Point, and
Raymond James, the “Agents”). The sales price per share of the Company’s common stock offered under the ATM Program,
less the Agents’ commission, will not be less than the NAV per share of the Company’s common stock at the time of such sale.
Consistent with the terms of the ATM Program, the Manager may, from time to time and in its sole discretion, contribute proceeds necessary
to ensure that no sales are made at a price below the then-current NAV per share.
F- 63
As of February 28, 2025 the Company sold 7,844,716
shares for gross proceeds of $ 207.9 million at an average price of $ 26.37 for aggregate net proceeds of $ 206.1 million (net of transaction
costs). During the three months ended February 28, 2025, the Company sold 1,192,400 shares for gross proceeds of $ 32.4 million at an average
price of $ 26.99 for aggregate net proceeds of $ 32.2 million (net of transaction costs). During the year ended February 28, 2025, the Company
sold 1,300,838 shares for gross proceeds of $ 35.4 million at an average price of $ 26.99 for aggregate net proceeds of $ 35.1 million (net
of transaction costs). The Manager agreed to reimburse the Company to the extent the per share price of the shares to the public, less
underwriting fees, was less than net asset value per share. For the three months ended February 28, 2025, the Manager reimbursed the Company
$ 2.2 million. For the year ended February 28, 2025, the Manager reimbursed the Company $ 2.4 million.
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation
S-X (Note 2). Pursuant to Regulation S-X, the Company has presented a reconciliation of the changes in each significant caption of stockholders’
equity as shown in the tables below:
Capital
Total
Distributable
Common Stock
in Excess
Earnings
Shares
Amount
of Par Value
(Loss)
Net Assets
Balance at February 28, 2023
11,890,500
$ 11,891
$ 321,893,806
$ 25,052,345
$ 346,958,042
Increase (Decrease) from Operations:
Net investment income
-
-
-
15,958,950
15,958,950
Net realized gain (loss) from investments
-
-
-
90,691
90,691
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 16,322,307 )
( 16,322,307 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
59,407
59,407
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 8,193,402 )
( 8,193,402 )
Capital Share Transactions:
Stock dividend distribution
45,818
47
1,058,797
-
1,058,844
Repurchases of common stock
( 88,576 )
( 90 )
( 2,157,515 )
-
( 2,157,605 )
Repurchase fees
-
-
( 1,772 )
-
( 1,772 )
Balance at May 31, 2023
11,847,742
$ 11,848
$ 320,793,316
$ 16,645,684
$ 337,450,848
Increase (Decrease) from Operations:
Net investment income
-
-
-
13,964,784
13,964,784
Realized losses on extinguishment of debt
-
-
-
( 110,056 )
( 110,056 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 5,737,571 )
( 5,737,571 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 221,206 )
( 221,206 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 8,352,335 )
( 8,352,335 )
Capital Share Transactions:
Proceeds from issuance of common stock
852,412
852
22,497,265
-
22,498,117
Capital contribution from Manager
-
-
2,050,288
-
2,050,288
Stock dividend distribution
29,627
30
749,283
-
749,313
Offfering costs
-
-
( 213,427 )
-
( 213,427 )
Balance at August 31, 2023
12,729,781
$ 12,730
$ 345,876,725
$ 16,189,300
$ 362,078,755
F- 64
Capital
Total
Distributable
Common Stock
in Excess
Earnings
Shares
Amount
of Par Value
(Loss)
Net Assets
Increase (Decrease) from Operations:
Net investment income
-
-
-
14,166,063
14,166,063
Net realized gain (loss) from investments
-
-
-
60,565
60,565
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 17,866,353 )
( 17,866,353 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 415,894 )
( 415,894 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 9,286,642 )
( 9,286,642 )
Capital Share Transactions:
Proceeds from issuance of common stock
350,000
350
9,012,150
-
9,012,500
Capital contribution from Manager
-
-
1,043,000
-
1,043,000
Stock dividend distribution
35,196
35
858,960
-
858,995
Offering costs
-
-
( 92,240 )
-
( 92,240 )
Balance at November 30, 2023
13,114,977
$ 13,115
$ 356,698,595
$ 2,847,039
$ 359,558,749
Increase (Decrease) from Operations:
Net investment income
-
-
-
12,784,511
12,784,511
Net realized gain (loss) from investments
-
-
-
2,327
2,327
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 7,164,613 )
( 7,164,613 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 315,473 )
( 315,473 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 9,803,576 )
( 9,803,576 )
Capital Share Transactions:
Proceeds from issuance of common stock
501,105
501
13,028,269
-
13,028,770
Capital contribution from Manager
-
-
1,382,009
-
1,382,009
Stock dividend distribution
37,394
38
915,155
-
915,193
Offering costs
-
-
( 163,789 )
-
( 163,789 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
-
-
( 779,040 )
779,040
-
Balance at February 29, 2024
13,653,476
$ 13,654
$ 371,081,199
$ ( 870,745 )
$ 370,224,108
F- 65
Capital
Total
Distributable
Common Stock
in Excess
Earnings
Shares
Amount
of Par Value
(Loss)
Net Assets
Increase (Decrease) from Operations:
Net investment income
-
-
-
14,335,005
14,335,005
Net realized gain (loss) from investments
-
-
-
( 21,194,997 )
( 21,194,997 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
13,931,431
13,931,431
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 461,001 )
( 461,001 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 9,967,036 )
( 9,967,036 )
Capital Share Transactions:
Stock dividend distribution
45,490
45
987,527
-
987,572
Balance at May 31, 2024
13,698,966
$ 13,699
$ 372,068,726
$ ( 4,227,343 )
$ 367,855,082
Increase (Decrease) from Operations:
Net investment income
-
-
-
18,197,398
18,197,398
Net realized gain (loss) from investments
-
-
-
( 33,448,727 )
( 33,448,727 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
28,728,155
28,728,155
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 159,187 )
( 159,187 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 10,137,233 )
( 10,137,233 )
Capital Share Transactions:
Stock dividend distribution
46,803
47
1,018,307
-
1,018,354
Balance at August 31, 2024
$ 13,745,769
$ 13,746
$ 373,087,033
$ ( 1,046,937 )
$ 372,053,842
Increase (Decrease) from Operations:
Net investment income
-
-
-
12,435,655
12,435,655
Net realized gain (loss) from investments
-
-
-
5,444,745
5,444,745
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 8,918,583 )
( 8,918,583 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 126,875 )
( 126,875 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 10,171,868 )
( 10,171,868 )
Capital Share Transactions:
Proceeds from issuance of common stock
108,438
108
2,777,318
-
2,777,426
Capital contribution from Manager
-
-
199,652
-
199,652
Stock dividend distribution
54,999
55
1,214,181
-
1,214,236
Offering costs
-
-
( 42,575 )
-
( 42,575 )
Balance at November 30, 2024
$ 13,909,206
$ 13,909
$ 377,235,609
$ ( 2,383,863 )
$ 374,865,655
Increase (Decrease) from Operations:
Net investment income
-
-
-
8,034,545
8,034,545
Net realized gain (loss) from investments
-
-
-
7,169,655
7,169,655
Income tax (provision) benefit from realized gain on investments
-
-
-
-
-
Realized losses on extinguishment of debt
-
-
-
( 800,452 )
( 800,452 )
Net change in unrealized appreciation (depreciation) on investments
-
-
-
( 14,766,637 )
( 14,766,637 )
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments
-
-
-
( 313,873 )
( 313,873 )
Decrease from Shareholder Distributions:
Distributions of investment income
-
-
-
( 15,548,742 )
( 15,548,742 )
Capital Share Transactions:
Proceeds from issuance of common stock
1,192,400
1,193
30,223,409
-
30,224,602
Capital contribution from Manager
-
-
2,152,115
-
2,152,115
Stock dividend distribution
81,472
81
1,857,389
-
1,857,470
Offering costs
-
-
( 208,870 )
-
( 208,870 )
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles
-
-
1,653,945
( 1,653,945 )
-
Balance at February 28, 2025
$ 15,183,078
$ 15,183
$ 412,913,597
$ ( 20,263,312 )
$ 392,665,468
F- 66
Note 12. Earnings Per Share
In accordance with the provisions of FASB ASC
Topic 260, Earnings per Share , 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, 2025, February 29, 2024 and February 28, 2023 (dollars in thousands except share and per share amounts):
Basic and Diluted
February 28,
2025
February 29,
2024
February 28,
2023
Net increase in net assets resulting from operations
$ 28,086
$ 8,934
$ 24,676
Weighted average common shares outstanding
13,912,170
12,670,939
11,963,533
Weighted average earnings per common share
$ 2.02
$ 0.71
$ 2.06
Note 13. Dividend
We have distributed or intend to distribute sufficient
dividends to eliminate our U.S. federal taxable income for our completed tax years. If we fail to satisfy the 90 % distribution requirement
or otherwise fail to qualify as a RIC in any tax year, we would be subject to U.S. federal income tax in that year on all of our taxable
income, regardless of whether we made any distributions to our shareholders. Shareholders have the option to receive payment of the dividend
in cash, or receive shares of common stock. Our distributions for the tax years ended February 28, 2026 to inception were as follows:
Payment date
Cash
Dividend
Tax Year Ended February 28, 2026
June 24, 2025
$ 0.25 (51)
May 22, 2025
0.25 (51)
April 24, 2025
0.25 (50)
March 25, 2025
$ 0.74 (49)
$ 1.49
Tax Year Ended February 28, 2025
December 19, 2024
$ 1.09 (48)
September 26, 2024
0.74 (46)
June 27, 2024
0.74 (46)
March 28, 2024
0.73 (45)
$ 3.30
Tax Year Ended February 29, 2024
December 28, 2023
$ 0.72 (44)
September 28, 2023
0.71 (43)
June 29, 2023
0.70 (42)
March 30, 2023
0.69 (1)
$ 2.82
Tax Year Ended February 28, 2023
January 4, 2023
$ 0.68 (2)
September 29, 2022
0.54 (3)
June 29, 2022
0.53 (4)
March 28, 2022
0.53 (5)
$ 2.28
Tax Year Ended February 28, 2022
January 19, 2022
$ 0.53 (6)
September 28, 2021
0.52 (7)
June 29, 2021
0.44 (8)
April 22, 2021
0.43 (9)
$ 1.92
Tax Year Ended February 28, 2021
February 10, 2021
$ 0.42 (10)
November 10, 2020
0.41 (11)
August 12, 2020
0.40 (12)
$ 1.23
Tax Year Ended February 29, 2020
February 6, 2020
$ 0.56 (13)
September 26, 2019
0.56 (14)
June 27, 2019
0.55 (15)
March 28, 2019
0.54 (16)
$ 2.21
F- 67
Payment date
Cash
Dividend
Tax Year Ended February 28, 2019
January 2, 2019
$ 0.53 (17)
September 27, 2018
0.52 (18)
June 27, 2018
0.51 (19)
March 26, 2018
0.50 (20)
$ 2.06
Tax Year Ended February 28, 2018
December 27, 2017
$ 0.49 (21)
September 26, 2017
0.48 (22)
June 27, 2017
0.47 (23)
March 28, 2017
0.46 (24)
$ 1.90
Tax Year Ended February 28, 2017
February 9, 2017
$ 0.45 (25)
November 9, 2016
0.44 (26)
September 5, 2016
0.20 (27)
August 9, 2016
0.43 (28)
April 27, 2016
0.41 (29)
$ 1.93
Tax Year Ended February 29, 2016
February 29, 2016
$ 0.40 (30)
November 30, 2015
0.36 (31)
August 31, 2015
0.33 (32)
June 5, 2015
1.00 (33)
May 29. 2015
0.27 (34)
$ 2.36
Tax Year Ended February 28, 2015
February 27, 2015
$ 0.22 (35)
November 28, 2014
0.18 (36)
$ 0.40
Tax Year Ended February 28. 2014
December 27, 2013
$ 2.65 (37)
$ 2.65
Tax Year Ended February 28, 2013
December 31, 2012
$ 4.25 (38)
$ 4.25
Tax Year Ended February 29, 2012
December 30, 2011
$ 3.00 (39)
$ 3.00
Tax Year Ended February 28, 2011
December 29, 2010
$ 4.40 (40)
$ 4.40
Tax Year Ended February 28, 2010
December 31, 2009
$ 18.25 (41)
$ 18.25
(1) Based on shareholder elections, the dividend consisted of approximately $ 7.1 million in cash and 45,818 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 $ 23.11 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on March 17, 20, 21, 22, 23, 24, 27, 28, 29, and 30, 2023.
(2) Based on shareholder elections, the dividend consisted of approximately $ 6.8 million in cash and 53,615 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 $ 24.26 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on December 20, 21, 22, 23, 27, 28, 29 and 30 2022 and January 3 and 4, 2023.
F- 68
(3) Based on shareholder elections, the dividend consisted of approximately $ 5.3 million in cash and 52,312 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 $ 22.00 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on September 16, 19, 20, 21, 22, 23, 26, 27, 28 and 29, 2022.
(4) Based on shareholder elections, the dividend consisted of approximately $ 5.1 million in cash and 48,590 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 $ 22.40 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on June 15, 16, 17, 21, 22, 23, 24, 27, 28 and 29, 2022.
(5) Based on shareholder elections, the dividend consisted of approximately $ 5.3 million in cash and 42,825 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 $ 25.89 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 18, 21, 22, 23, 24, 25 and 28, 2022.
(6) Based on shareholder elections, the dividend consisted of approximately $ 5.3 million in cash and 41,520 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 $ 26.85 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on January 5, 6, 7, 10, 11, 12, 13, 14, 18 and 19, 2022.
(7) Based on shareholder elections, the dividend consisted of approximately $ 4.9 million in cash and 38,016 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 $ 26.77 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on September 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2021.
(8) Based on shareholder elections, the dividend consisted of approximately $ 4.1 million in cash and 33,100 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 $ 25.03 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on June 16, 17, 18, 21, 22, 23, 24, 25, 28 and 29, 2021.
(9) 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.
(10) 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.
(11) 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.
(12) 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 95.0 % 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.
F- 69
(13) 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.
(14) 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.
(15) 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.
(16) 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.
(17) Based on shareholder elections, the dividend consisted of approximately $ 3.4 million in cash and 30,796 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.
(18) Based on shareholder elections, the dividend consisted of approximately $ 3.3 million in cash and 25,862 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.
(19) Based on shareholder elections, the dividend consisted of approximately $ 2.7 million in cash and 21,562 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.
(20) Based on shareholder elections, the dividend consisted of approximately $ 2.6 million in cash and 25,354 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.
(21) 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.
(22) 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.
(23) 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.
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(24) 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.
(25) 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.
(26) 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.
(27) 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.
(28) 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.
(29) 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.
(30) Based on shareholder elections, the dividend consisted of approximately $ 1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2 % 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 $ 13.11 per share, which equaled 95.0 % of the volume weighted average trading price per share of the common stock on February 16, 17, 18, 19, 22, 23, 24, 25, 26 and 29, 2016.
(31) Based on shareholder elections, the dividend consisted of approximately $ 1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1 % 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 $ 14.53 per share, which equaled 95.0 % of the volume weighted average trading price per share of the common stock on November 16, 17, 18, 19, 20, 23, 24, 25, 27 and 30, 2015.
(32) Based on shareholder elections, the dividend consisted of approximately $ 1.1 million in cash and 47,861 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 $ 15.28 per share, which equaled 95.0 % of the volume weighted average trading price per share of the common stock on August 18, 19, 20, 21, 24, 25, 26, 27, 28 and 31, 2015.
(33) Based on shareholder elections, the dividend consisted of approximately $ 3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3 % 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 $ 16.47 per share, which equaled 95.0 % of the volume weighted average trading price per share of the common stock on May 22, 26, 27, 28, 29 and June 1, 2, 3, 4, and 5, 2015.
(34) Based on shareholder elections, the dividend consisted of approximately $ 0.9 million in cash and 33,766 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 $ 16.78 per share, which equaled 95.0 % of the volume weighted average trading price per share of the common stock on May 15, 18, 19, 20, 21, 22, 26, 27, 28 and 29, 2015.
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(35) Based on shareholder elections, the dividend consisted of approximately $ 0.8 million in cash and 26,858 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 $ 14.97 per share, which equaled 95.0 % of the volume weighted average trading price per share of the common stock on February 13, 17, 18, 19, 20, 23, 24, 25, 26 and 27, 2015.
(36) Based on shareholder elections, the dividend consisted of approximately $ 0.6 million in cash and 22,283 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 $ 14.37 per share, which equaled 95.0 % of the volume weighted average trading price per share of the common stock on November 14, 17, 18, 19, 20, 21, 24, 25, 26 and 28, 2014.
(37) Based on shareholder elections, the dividend consisted of approximately $ 2.5 million in cash and 649,500 shares of common stock, or 13.7 % of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0 % of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $ 15.439 per share, which equaled the volume weighted average trading price per share of the common stock on December 11, 13 and 16, 2013.
(38) Based on shareholder elections, the dividend consisted of $ 3.3 million in cash and 853,455 shares of common stock, or 22.0 % of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0 % of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $ 15.444 per share, which equaled the volume weighted average trading price per share of the common stock on December 14, 17 and 19, 2012.
(39) Based on shareholder elections, the dividend consisted of $ 2.0 million in cash and 599,584 shares of common stock, or 18.0 % of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0 % of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $ 13.117067 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011.
(40) Based on shareholder elections, the dividend consisted of $ 1.2 million in cash and 596,235 shares of common stock, or 22.0 % of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 10.0 % of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $ 17.8049 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2010.
(41) Based on shareholder elections, the dividend consisted of $ 2.1 million in cash and 864,872 shares of common stock, or 104.0 % of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 13.7 % of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $ 1.5099 per share, which equaled the volume weighted average trading price per share of the common stock on December 24 and 28, 2009.
(42) Based on shareholder elections, the dividend consisted of approximately $ 7.6 million in cash and 29,627 newly issued shares of common stock, or 0.2 % 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 $ 25.29 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on June 15, 16, 20, 21, 22, 23, 26, 27, 28, and 29, 2023.
(43) Based on shareholder elections, the dividend consisted of approximately $ 8.4 million in cash and 35,196 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 $ 24.41 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on September 15, 18, 19, 20, 21, 22, 25, 26, 27, and 28, 2023.
(44) Based on shareholder elections, the dividend consisted of approximately $ 8.9 million in cash and 37,394 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 $ 24.47 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on December 14, 15, 18, 19, 20, 21, 22, 26, 27, and 28, 2023.
F- 72
(45) Based on shareholder elections, the dividend consisted of approximately $ 9.0 million in cash and 45,490 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 $ 22.85 per share, which equaled 95 % 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, 2024.
(46) Based on shareholder elections, the dividend consisted of approximately $ 9.1 million in cash and 46,803 newly issued shares of common stock, or 10.0 % 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 $ 21.76 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on June 13, 14, 17, 18, 20, 21, 24, 25, 26, and 27, 2024.
(47) Based on shareholder elections, the dividend consisted of approximately $ 9.0 million in cash and 54,999 newly issued shares of common stock, or 10.0 % 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 $ 22.08 per share, which equaled 95 % 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, 2024.
(48) Based on shareholder elections, the dividend consisted of approximately $ 13.7 million in cash and 81,471 newly issued shares of common stock, or 11.9 % 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 $ 22.80 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on December 6, 9, 10, 11, 12, 13, 16, 17, 18, and 19, 2024.
(49) Based on shareholder elections, the dividend consisted of approximately
$ 9.9 million in cash and 60 ,611newly issued shares of common stock, or 12.3 % 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 $ 22.96 per share, which equaled 95 %
of the volume weighted average trading price per share of the common stock on March 12, 13, 14, 17, 18, 19, 20, 21, 24, and 25, 2025.
(50) Based on shareholder elections, the dividend consisted of approximately $ 3.4 million in cash and 20,086 newly issued shares of common stock, or 11.5 % 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 $ 22.02 per share, which equaled 95 % of the volume weighted average trading price per share of the common stock on April 10, 11, 14, 15, 16, 17, 21, 22, 23, and 24, 2025.
(51)
These dividends were declared on February 18, 2025, and the cash and
newly issued shares of the common stock will be determined at a future date.
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The following tables summarize dividends declared for the years ended
February 28, 2025, February 29, 2024, February 28, 2023, February 28, 2022 and February 28, 2021 (dollars in thousands except for share
amounts):
Date Declared Record Date Payment Date Amount
per Share Total
Amount*
February 18, 2025 March 6, 2025 March 25, 2025 $ 0.74 $ 11,303
November 7, 2024 December 4, 2024 December 19, 2024 1.09 15,549
August 22, 2024 September 11, 2024 September 26, 2024 0.74 10,172
May 23, 2024 June 13, 2024 June 27, 2024 0.74 10,137
Total dividends declared $ 3.31 $ 47,161
Date Declared Record Date Payment Date Amount
per Share Total
Amount*
February 15, 2024 March 13, 2024 March 28, 2024 $ 0.73 $ 9,967
November 15, 2023 December 11, 2023 December 28, 2023 0.72 9,803
August 14, 2023 September 14, 2023 September 28, 2023 0.71 9,287
May 22, 2023 June 13, 2023 June 29, 2023 0.70 8,352
Total dividends declared $ 2.86 $ 37,409
Date Declared Record Date Payment Date Amount
per Share Total
Amount*
February 28, 2023 March 14, 2023 March 28, 2023 $ 0.69 $ 8,193
November 15, 2022 December 15, 2022 January 4, 2023 0.68 8,081
August 29, 2022 September 14, 2022 September 29, 2022 0.54 6,433
May 26, 2022 June 14, 2022 June 29, 2022 0.53 6,370
Total dividends declared $ 2.44 $ 29,077
Date Declared Record Date Payment Date Amount
per Share Total
Amount*
February 24, 2022 March 14, 2022 March 28, 2022 $ 0.53 $ 6,434
August 26, 2021 September 14, 2021 September 28, 2021 0.52 5,889
May 27, 2021 June 15, 2021 June 29, 2021 0.44 4,910
March 22, 2021 April 8, 2021 April 22, 2021 0.43 4,799
Total dividends declared $ 1.92 $ 22,032
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
* Total amount is calculated based on the number of shares
outstanding at the date of record.
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Note 14. Financial Highlights
The following is a schedule of financial highlights as of and for the
years ended February 28, 2025, February 29, 2024, February 28, 2023, February 28, 2022 and February 28, 2021:
Per share data
February 28,
2025
February 29,
2024
February 28,
2023
February 28,
2022
February 28,
2021
Net asset value at beginning of period
$ 27.12
$ 29.18
$ 29.33
$ 27.25
$ 27.13
Net investment income(1)
3.81
4.49
2.94
1.74
2.07
Net realized and unrealized gain and losses on investments(1)
( 1.73 )
( 3.77 )
( 0.75 )
2.46
( 0.74 )
Realized losses on extinguishment of debt*
( 0.06 )
( 0.01 )
( 0.13 )
( 0.21 )
( 0.01 )
Net increase in net assets resulting from operations
2.02
0.71
2.06
3.99
1.32
Distributions declared from net investment income
( 3.30 )
( 2.82 )
( 2.28 )
( 1.93 )
( 1.23 )
Total distributions to stockholders
( 3.30 )
( 2.82 )
( 2.28 )
( 1.93 )
( 1.23 )
Issuance of common stock above net asset value(2)
( 0.16 )
( 2.82 )
( 2.28 )
( 1.93 )
( 1.23 )
Capital contribution from manager for the issuance of common stock (13)
0.26
0.48
-
-
-
Repurchases of common stock(3)
-
0.03
0.17
0.01
0.13
Dilution(4)
( 0.08 )
( 0.06 )
( 0.10 )
-
( 0.10 )
Net asset value at end of period
$ 25.86
$ 27.12
$ 29.18
$ 29.33
$ 27.25
Net assets at end of period
$ 392,665,468
$ 370,224,108
$ 346,958,042
$ 355,780,523
$ 304,185,770
Shares outstanding at end of period
15,183,078
13,653,476
11,890,500
12,131,350
11,161,416
Per share market value at end of period
$ 26.00
$ 23.61
$ 27.55
$ 27.47
$ 23.08
Total return based on market value(5)
27.17 %
- 3.92 %
10.35 %
28.19 %
7.63 %
Total return based on net asset value(6)
10.11 %
4.20 %
9.46 %
15.88 %
7.31 %
Ratio/Supplemental data:
Ratio of net investment income to average net assets
14.11 %
16.01 %
10.23 %
6.05 %
7.77 %
Ratio of loss on extinguishment of debt to average net assets
0.02 %
0.03 %
0.46 %
0.74 %
0.04 %
Expenses:
Ratios of operating expenses and income taxes to average net assets*
8.42 %
8.60 %
7.71 %
6.48 %
6.90 %
Ratio of incentive management fees to average net assets
3.53 %
2.26 %
1.47 %
3.58 %
1.65 %
Ratio of interest and debt financing expenses to average net assets
13.86 %
13.84 %
9.73 %
6.03 %
4.56 %
Ratio of total expenses and income taxes to average net assets*
25.81 %
24.70 %
18.91 %
16.09 %
13.11 %
Portfolio turnover rate(7)
16.12 %
2.80 %
24.05 %
33.59 %
25.26 %
Asset coverage ratio per unit(8)
1,629
1,610
1,659
2,092
3,471
Average market value per unit
Revolving Credit Facilities(9)
N/A
N/A
N/A
N/A
N/A
SBA Debentures Payable(9)
N/A
N/A
N/A
N/A
N/A
6.75% Notes Payable 2023(10)
N/A
N/A
N/A
N/A
N/A
8.75% Notes Payable 2025(9)
N/A
N/A
N/A
N/A
N/A
6.25% Notes Payable 2025(11)
N/A
N/A
N/A
N/A
$ 24.24
7.00% Notes Payable 2025(9)
N/A
N/A
N/A
N/A
N/A
7.25% Notes Payable 2025(12)
N/A
N/A
N/A
$ 26.18
$ 25.77
7.75% Notes Payable 2025(9)
N/A
N/A
N/A
N/A
N/A
4.375% Notes Payable 2026(9)
N/A
N/A
N/A
N/A
N/A
4.35% Notes Payable 2027(9)
N/A
N/A
N/A
N/A
N/A
6.00% Notes Payable 2027
$ 24.36
$ 23.51
$ 23.97
N/A
N/A
6.25% Notes Payable 2027(9)
N/A
N/A
N/A
N/A
N/A
8.00% Notes Payable 2027
$ 25.21
$ 25.00
$ 25.08
N/A
N/A
8.125% Notes Payable 2027
$ 25.27
$ 25.05
$ 25.10
N/A
N/A
8.50% Notes Payable 2028
$ 25.47
$ 25.17
N/A
N/A
N/A
* Certain
prior period amounts have been reclassified to conform to current period presentation.
(1) Per
share amounts are calculated using the weighted average shares outstanding during the period.
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(2) The
continuous issuance of common stock may cause an incremental increase in NAV 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 NAV 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
NAV 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 NAV of the Company due to the repurchase of common shares.
(4) Represents
the dilutive effect of issuing common stock belowNAV 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 13, 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 DRIP. Total investment return does not reflect brokerage commissions.
(6) Total
investment return is calculated assuming a purchase of common shares at the current NAV on the first day and a sale at the current NAV
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 DRIP. Total investment return does not reflect brokerage commissions.
(7) 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.
(8) 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.
(9) The
Revolving Credit Facilities, SBA Debentures, 8.75 Notes Payable 2024, 7.75% Notes Payable 2025, 4.375% Notes Payable 2026, 4.35% Notes
Payable 2026, 7.00% Notes Payable 2025 and 6.25% Notes Payable 2027 are not registered for public trading.
(10) 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.
(11) On
August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes and,
as a result of the full redemption, the 6.25% 2025 Notes are no longer listed on the NYSE.
(12) On
July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the $43.1 million in aggregate principal amount of
issued and outstanding 7.25% 2025 Notes and are no longer listed on the NYSE.
(13) The Manager agreed to reimburse the Company to the extent the
per share price of the shares to the public, less underwriting fees, was less than net asset value per share.
F- 76
Note 15. Selected Quarterly Data (Unaudited)
2025
($ in thousands, except per share numbers)
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Total investment income
$ 31,295
$ 35,879
$ 43,003
$ 38,678
Net investment income
$ 8,035
$ 12,436
$ 18,197
$ 14,335
Net realized and unrealized gain (loss)
$ ( 7,911 )
$ ( 3,601 )
$ ( 4,880 )
$ ( 7,725 )
Realized losses on extinguishment of debt*
$ ( 800 )
$ -
$ -
$ -
Net increase in net assets resulting from operations
$ ( 676 )
$ 8,835
$ 13,317
$ 6,610
Net investment income per common share
$ 0.56
$ 0.90
$ 1.33
$ 1.05
Net realized and unrealized gain (loss) per common share
$ ( 0.55 )
$ ( 0.26 )
$ ( 0.36 )
$ ( 0.56 )
Dividends declared per common share
$ 1.09
$ 0.74
$ 0.74
$ 0.73
Net asset value per common share
$ 25.86
$ 26.95
$ 27.07
$ 26.85
2024
($ in thousands, except per share numbers)
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Total investment income
$ 37,233
$ 36,340
$ 35,514
$ 34,632
Net investment income
$ 12,785
$ 14,166
$ 13,965
$ 15,959
Net realized and unrealized gain (loss)
$ ( 7,478 )
$ ( 18,222 )
$ ( 5,959 )
$ ( 16,172 )
Realized losses on extinguishment of debt*
$ -
$ -
$ ( 110 )
$ -
Net increase in net assets resulting from operations
$ 5,307
$ ( 4,056 )
$ 7,896
$ ( 213 )
Net investment income per common share
$ 0.94
$ 1.09
$ 1.15
$ 1.35
Net realized and unrealized gain (loss) per common share
$ ( 0.55 )
$ ( 1.40 )
$ ( 0.49 )
$ ( 1.36 )
Dividends declared per common share
$ 0.72
$ 0.71
$ 0.70
$ 0.69
Net asset value per common share
$ 27.12
$ 27.42
$ 28.44
$ 28.48
2023
($ in thousands, except per share numbers)
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Total investment income
$ 32,315
$ 26,257
$ 21,853
$ 18,679
Net investment income
$ 9,650
$ 9,877
$ 7,698
$ 7,976
Net realized and unrealized gain (loss)
$ 9,934
$ ( 3,863 )
$ ( 5,545 )
$ ( 9,464 )
Realized losses on extinguishment of debt*
$ ( 382 )
$ -
$ ( 1,205 )
$ -
Net increase in net assets resulting from operations
$ 19,202
$ 6,014
$ 948
$ ( 1,488 )
Net investment income per common share
$ 0.81
$ 0.83
$ 0.64
$ 0.66
Net realized and unrealized gain (loss) per common share
$ 0.81
$ ( 0.32 )
$ ( 0.46 )
$ ( 0.78 )
Dividends declared per common share
$ 0.68
$ 0.54
$ 0.53
$ 0.53
Net asset value per common share
$ 29.18
$ 28.25
$ 28.27
$ 28.69
* Certain prior period amounts have been reclassified to conform
to current period presentation.
Note 16. 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:
F- 77
INDEX TO OTHER FINANCIAL STATEMENTS
Saratoga Investment Corp. CLO 2013-1, Ltd.
PAGE
Independent Auditor’s Report
S-2
Statements of Assets and Liabilities as of February 28, 2025 and February 29, 2024
S-4
Statements of Operations for the years ended February 28, 2025, February 29, 2024 and February 28, 2023
S-5
Statements of Changes in Net Assets for the years ended February 28, 2025, February 29, 2024 and February 28, 2023
S-6
Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023
S-7
Schedules of Investments as of February 28 , 2025 and February 29, 2024
S-8
Notes to Financial Statements
S-33
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 Saratoga CLO. The additional financial
information regarding 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.
Opinion
We have audited the financial statements of Saratoga
Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”), which comprise the statements of assets and liabilities, including the
schedule of investments, as of February 28, 2025 and February 29, 2024, and the related statements of operations, changes in net assets,
and cash flows for the years ended February 28, 2025, February 29, 2024, and February 28, 2023, and the related notes to the financial
statements.
In our opinion, the accompanying financial statements
present fairly, in all material respects, the financial position of Saratoga Investment Corp. CLO 2013-1, Ltd. as of February 28, 2025
and February 29, 2024, and the results of its operations, changes in its net assets, and its cash flows for the years ended February 28,
2025, February 29, 2024, and February 28, 2023, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing
standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent
of Saratoga CLO and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation
and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of
America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management
is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Saratoga
CLO’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable
assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute
assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material
misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would
influence the judgment made by a reasonable user based on the financial statements.
S- 2
In performing an audit in accordance with GAAS,
we:
● Exercise professional judgment and maintain professional skepticism throughout the audit.
● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements.
● Obtain an understanding of internal control relevant to the audit 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 Saratoga CLO’s internal
control. Accordingly, no such opinion is expressed.
● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial statements.
● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise
substantial doubt about Saratoga CLO’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged
with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal
control-related matters that we identified during the audit.
/s/ CohnReznick LLP
Parsippany, New Jersey
May 7, 2025
S- 3
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Assets and Liabilities
February 28,
2025
February 29,
2024
ASSETS
Investments at fair value
Loans at fair value (amortized cost of $517,757,349 and $629,345,724, respectively)
$ 490,510,660
$ 606,531,189
Equities at fair value (amortized cost of $2,578,454 and $1,649,986, respectively)
1,684,429
1,020,585
Total investments at fair value (amortized cost of $520,335,803 and $630,995,710, respectively)
492,195,089
607,551,774
Cash and cash equivalents
21,272,327
12,104,832
Receivable from open trades
1,138,899
2,865,174
Interest receivable (net of reserve of $1,121,546 and $615,604, respectively)
2,380,214
3,402,471
Due from affiliate (See Note 7)
801
3,953
Prepaid expenses and other assets
101,453
205,400
Total assets
$ 517,088,783
$ 626,133,604
LIABILITIES
Interest payable
$ 3,739,343
$ 5,043,712
Payable from open trades
-
10,519,573
Accrued base management fee
62,839
68,605
Accrued subordinated management fee
251,354
274,418
Accounts payable and accrued expenses
143,135
84,199
Saratoga Investment Corp. CLO 2013-1, Ltd. Notes:
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 A-1-R-4 Senior Secured Floating Rate Notes
270,719,300
-
Class A-2-R-4 Senior Secured Floating Rate Notes
65,000,000
-
Class B-FL-R-3 Senior Secured Floating Rate Notes
60,500,000
60,500,000
Class B-FXD-R-3 Senior Secured Fixed Rate Notes
11,000,000
11,000,000
Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes
26,000,000
26,000,000
Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes
6,500,000
6,500,000
Class D-R-3 Deferrable Mezzanine Floating Rate Notes
39,000,000
39,000,000
Discount on Class D-R-3 Notes
(196,033 )
(220,100 )
Class E-R-3 Deferrable Mezzanine Floating Rate Notes
27,625,000
27,625,000
Discount on Class E-R-3 Notes
(2,036,565 )
(2,286,598 )
Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes
8,500,000
8,500,000
Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes
9,375,000
9,375,000
Deferred debt financing costs
(1,229,456 )
(1,707,224 )
Subordinated Notes
111,000,000
111,000,000
Discount on Subordinated Notes
(32,210,459 )
(36,164,988 )
Total liabilities
603,743,458
697,611,597
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)
(86,654,925 )
(71,478,243 )
Total net deficit
(86,654,675 )
(71,477,993 )
Total liabilities and net assets
$ 517,088,783
$ 626,133,604
See accompanying notes to
financial statements.
S- 4
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Operations
For the years ended
February 28,
2025
February 29,
2024
February 28,
2023
INVESTMENT INCOME
Interest from investments
$ 55,501,782
$ 61,667,773
$ 42,505,427
Interest from cash and cash equivalents
1,128,878
719,268
39,754
Other income
1,278,155
929,392
551,174
Total investment income
57,908,815
63,316,433
43,096,355
EXPENSES
Interest and debt financing expenses
54,573,978
57,706,205
38,425,261
Base management fee
622,893
654,046
653,964
Subordinated management fee
2,491,573
2,616,185
2,615,856
Professional fees
282,012
307,340
252,196
Trustee expenses
240,883
262,197
276,689
Other expense
334,443
241,181
303,371
Total expenses
58,545,782
61,787,154
42,527,337
NET INVESTMENT INCOME (LOSS)
(636,967 )
1,529,279
569,018
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss from investments
(9,263,724 )
(18,580,949 )
(8,412,837 )
Net change in unrealized appreciation (depreciation) on investments
(4,696,778 )
16,200,597
(25,585,618 )
Net realized and unrealized gain (loss) on investments
(13,960,502 )
(2,380,352 )
(33,998,455 )
Realized losses on extinguishment of debt
(579,213 )
-
-
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ (15,176,682 )
$ (851,073 )
$ (33,429,437 )
See accompanying notes to
financial statements.
S- 5
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Changes in Net Assets
For the years ended
February 28,
2025
February 29,
2024
February 28,
2023
INCREASE (DECREASE) FROM OPERATIONS:
Net investment income.(loss)
$ (636,967 )
$ 1,529,279
$ 569,018
Net realized loss from investments
(9,263,724 )
(18,580,949 )
(8,412,837 )
Realized losses on extinguishment of debt
(579,213 )
-
-
Net change in unrealized appreciation (depreciation) on investments
(4,696,778 )
16,200,597
(25,585,618 )
Net decrease in net assets resulting from operations
(15,176,682 )
(851,073 )
(33,429,437 )
Total decrease in net assets
(15,176,682 )
(851,073 )
(33,429,437 )
Net assets at beginning of year
(71,477,993 )
(70,626,920 )
(37,197,483 )
Net assets at end of year
$ (86,654,675 )
$ (71,477,993 )
$ (70,626,920 )
See accompanying notes to financial statements.
S- 6
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Cash Flows
For the years ended
February 28,
2025
February 29,
2024
February 28,
2023
Operating activities
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ (15,176,682 )
$ (851,073 )
$ (33,429,437 )
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
(5,719,656 )
(960,409 )
(764,255 )
Net accretion of discount on investments
(3,525,977 )
(3,123,995 )
(2,470,677 )
Amortization of discount and deferred debt financing costs
4,639,059
4,430,068
4,418,481
Realized loss on extinguishment of debt
579,213
-
-
Net realized (gain) loss from investments
9,263,724
18,580,949
8,412,837
Net change in unrealized (appreciation) depreciation on investments
4,696,778
(16,200,597 )
25,585,618
Proceeds from sales and repayments of investments
139,635,302
121,049,971
124,326,428
Purchases of investments
(28,993,486 )
(120,943,225 )
(122,081,068 )
(Increase) decrease in operating assets:
Interest receivable, net
1,022,257
(375,751 )
(963,864 )
Receivable from open trades
1,726,275
(1,037,714 )
7,325,200
Due from affiliate
3,152
115,197
(119,150 )
Other assets
103,947
(52,640 )
(52,693 )
Increase (decrease) in operating liabilities:
Interest and debt fees payable
(1,304,369 )
381,017
3,002,919
Payable for open trades
(10,519,573 )
(12,664,764 )
4,389,710
Accrued base management fee
(5,766 )
(4,157 )
252
Accrued subordinated management fee
(23,064 )
(16,629 )
1,007
Accounts payable and accrued expenses
58,936
1,634
23,849
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
96,460,070
(11,672,118 )
17,605,157
Financing activities
Borrowings on debt
422,500,000
-
-
Paydowns on debt
(509,280,700 )
-
-
Deferred debt financing costs paid
(511,875 )
-
-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(87,292,575 )
-
-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
9,167,495
(11,672,118 )
17,605,157
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
12,104,832
23,776,950
6,171,793
CASH AND CASH EQUIVALENTS, END OF PERIOD
$ 21,272,327
$ 12,104,832
$ 23,776,950
Supplemental Information:
Interest paid during the period
$ 51,239,288
$ 52,895,120
$ 31,003,861
Supplemental non-cash information:
Paid-in-kind interest income and other adjustments to cost
$ 5,719,656
$ 960,409
$ 764,255
Net accretion of discount on investments
3,525,977
3,123,995
2,470,677
Amortization of deferred debt financing costs
4,639,059
4,430,068
4,418,481
See accompanying notes to financial statements.
S- 7
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 2025
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
SOFR/LIBOR Floor
Current Rate
(All In)
Maturity Date
Principal/
Number of
Shares
Cost
Fair Value
ALTISOURCE PORTFOLIO SOL
Banking, Finance, Insurance & Real Estate
Common Stock
Equity
296,227
$ 216,246
$ 204,397
Altisource Portfolio Solutions - CS Warrant
Banking, Finance, Insurance & Real Estate
Warrants
Equity
7,917
3,736
2,895
Altisource Portfolio Solutions - NS Warrant
Banking, Finance, Insurance & Real Estate
Warrants
Equity
7,917
3,129
2,883
Endo Finance Holdings, Inc.
Healthcare & Pharmaceuticals
Common Stock
Equity
24,148
670,107
682,181
Envision Parent Inc
Healthcare & Pharmaceuticals
Common Stock
Equity
4,410
175,000
50,715
Envision Parent Inc
Healthcare & Pharmaceuticals
Warrants
Equity
92,837
-
4,642
Instant Brands Litigation Trust
Consumer goods: Durable
Equity Interests
Equity
51,095
35,250
151,056
Isagenix International, LLC
Beverage, Food & Tobacco
Common Stock
Equity
86,398
-
-
Resolute Investment Managers (American Beacon), Inc.
Banking, Finance, Insurance & Real Estate
Common Stock
Equity
24,320
1,034,581
231,040
URS TOPCO, LLC
Transportation: Cargo
Common Stock
Equity
25,330
440,405
354,620
Wellpath Holdings LLC
Healthcare & Pharmaceuticals
Common Stock
Equity
41,758
-
-
1011778 B.C Unltd Liability Co
Beverage, Food & Tobacco
Term Loan B6
Loan
1M USD SOFR+ 1.75%
0.00 %
6.07 %
9/20/2030
$ 1,436,662
1,419,292
1,429,076
19TH HOLDINGS GOLF, LLC
Consumer goods: Durable
Term Loan
Loan
1M USD SOFR+ 3.25%
0.50 %
7.66 %
2/7/2029
2,448,533
2,374,623
2,398,044
888 Acquisitions Limited
Hotel, Gaming & Leisure
Term Loan B
Loan
6M USD SOFR+ 5.25%
0.00 %
9.50 %
7/8/2028
3,036,695
2,797,339
2,936,484
Adtalem Global Education Inc.
Services: Business
Term Loan B (08/24)
Loan
1M USD SOFR+ 2.75%
0.75 %
7.07 %
8/12/2028
352,462
350,628
352,902
Aegis Sciences Corporation
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD SOFR+ 5.50%
1.00 %
10.28 %
5/9/2025
2,267,140
2,265,721
1,271,865
Agiliti Health Inc.
Healthcare & Pharmaceuticals
Term Loan B (03/23)
Loan
6M USD SOFR+ 3.00%
0.00 %
7.26 %
5/1/2030
2,154,146
2,140,760
2,093,119
AHEAD DB Holdings, LLC
Services: Business
Term Loan B3 (07/24)
Loan
1M USD SOFR+ 3.00%
0.75 %
7.30 %
2/1/2031
2,895,655
2,838,488
2,902,228
Air Canada
Transportation: Consumer
Term Loan B (03/24)
Loan
3M USD SOFR+ 2.00%
0.00 %
6.34 %
3/21/2031
992,500
990,413
995,607
AIT Worldwide Logistics Holdings, Inc.
Transportation: Cargo
Term Loan B (01/25)
Loan
3M USD SOFR+ 4.00%
0.75 %
8.30 %
4/8/2030
2,455,696
2,341,381
2,458,250
AlixPartners, LLP
Banking, Finance, Insurance & Real Estate
Term Loan B (01/21)
Loan
1M USD SOFR+ 2.50%
0.50 %
6.94 %
2/4/2028
240,624
240,582
241,166
Allen Media, LLC
Media: Diversified & Production
Term Loan (7/21)
Loan
3M USD SOFR+ 5.50%
0.00 %
9.98 %
2/10/2027
4,303,877
4,290,645
2,571,566
Alliant Holdings Intermediate, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B6 (09/24)
Loan
1M USD SOFR+ 2.75%
0.00 %
7.07 %
9/19/2031
797,021
797,021
795,579
Allied Universal Holdco LLC
Services: Business
Term Loan 4/21
Loan
1M USD SOFR+ 3.75%
0.50 %
8.17 %
5/12/2028
1,935,000
1,930,761
1,936,529
Alterra Mountain Company (Intrawest Resort Holdings)
Hotel, Gaming & Leisure
First Lien Term Loan
Loan
1M USD SOFR+ 3.00%
0.00 %
7.32 %
5/31/2030
249,375
249,375
249,532
Altisource Solutions S.a r.l.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
3M USD SOFR+ 6.50%
3.50 %
10.92 %
2/20/2029
500,000
487,543
500,000
Altisource Solutions S.a r.l.
Banking, Finance, Insurance & Real Estate
Term Loan B (02/25)
Loan
3M USD SOFR+ 6.50%
3.50 %
10.92 %
4/30/2030
545,284
545,284
539,831
Altium Packaging LLC
Containers, Packaging & Glass
Term Loan B
Loan
1M USD SOFR+ 2.50%
0.00 %
6.82 %
6/11/2031
482,575
481,544
477,547
American Axle & Manufacturing Inc.
Automotive
Term Loan (12/22)
Loan
1M USD SOFR+ 3.00%
0.50 %
7.32 %
12/13/2029
480,000
469,318
478,200
American Greetings Corporation
Media: Advertising, Printing & Publishing
Term Loan B (04/24)
Loan
1M USD SOFR+ 5.75%
0.00 %
10.07 %
10/30/2029
2,926,807
2,925,603
2,945,099
American Trailer World Corp
Automotive
Term Loan
Loan
1M USD SOFR+ 3.75%
0.75 %
8.17 %
3/3/2028
1,357,439
1,356,879
1,140,588
Anastasia Parent LLC
Consumer goods: Non-durable
Term Loan
Loan
3M USD SOFR+ 3.75%
0.00 %
8.34 %
8/11/2025
937,500
937,084
765,084
Anchor Packaging, LLC
Containers, Packaging & Glass
Term Loan (12/24)
Loan
1M USD SOFR+ 3.25%
0.00 %
7.57 %
7/18/2029
1,944,396
1,928,125
1,945,408
AP Core Holdings II LLC
High Tech Industries
Term Loan B1
Loan
1M USD SOFR+ 5.50%
0.75 %
9.94 %
9/1/2027
1,674,963
1,662,638
1,576,559
S- 8
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 2025
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
SOFR/LIBOR Floor
Current Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair Value
AP Core Holdings II LLC
High Tech Industries
Term Loan B2
Loan
1M USD SOFR+ 5.50%
0.75 %
9.94 %
9/1/2027
500,000
496,326
467,625
APEX GROUP TREASURY LLC
Banking, Finance, Insurance & Real Estate
Term Loan (2/25)
Loan
3M USD SOFR+ 4.00%
0.00 %
8.29 %
7/27/2028
490,038
468,587
491,875
Apollo Commercial Real Estate Finance, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD SOFR+ 2.75%
0.00 %
7.19 %
5/15/2026
2,878,173
2,868,237
2,874,575
Apollo Commercial Real Estate Finance, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B1 (2/21)
Loan
1M USD SOFR+ 3.50%
0.50 %
7.94 %
3/6/2028
962,500
957,781
957,688
Aramark Services, Inc.
Services: Consumer
Term Loan B7 (03/24)
Loan
1M USD SOFR+ 2.00%
0.00 %
6.32 %
4/6/2028
1,753,715
1,750,058
1,758,538
Aramark Services, Inc.
Services: Consumer
Term Loan B8 (03/24)
Loan
1M USD SOFR+ 2.00%
0.00 %
6.32 %
6/22/2030
2,331,250
2,305,337
2,337,078
ARC FALCON I INC.
Chemicals, Plastics, & Rubber
Term Loan
Loan
1M USD SOFR+ 3.50%
0.50 %
7.92 %
9/23/2028
971,274
969,846
971,711
ARCIS GOLF LLC
Services: Consumer
Term Loan B (01/25)
Loan
1M USD SOFR+ 2.75%
0.50 %
7.07 %
11/24/2028
493,000
489,289
494,543
Aretec Group, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B (12/24)
Loan
1M USD SOFR+ 3.50%
0.00 %
7.82 %
8/9/2030
2,622,898
2,610,006
2,616,891
Ascensus Group Holdings, Inc
Banking, Finance, Insurance & Real Estate
Term Loan
Loan
1M USD SOFR+ 3.00%
0.00 %
7.32 %
8/2/2028
494,767
491,912
493,035
Aspire Bakeries Holdings, LLC
Beverage, Food & Tobacco
Term loan
Loan
1M USD SOFR+ 4.25%
0.00 %
8.57 %
12/23/2030
893,250
885,649
895,483
Assuredpartners Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B5 (02/24)
Loan
1M USD SOFR+ 3.50%
0.50 %
7.82 %
2/14/2031
1,290,250
1,289,103
1,290,082
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B10
Loan
1M USD SOFR+ 4.00%
0.00 %
8.42 %
8/19/2028
1,955,000
1,890,928
1,949,780
Asurion, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B12
Loan
1M USD SOFR+ 4.25%
0.00 %
8.56 %
9/19/2030
2,912,179
2,908,959
2,898,521
ATHENAHEALTH GROUP INC.
Healthcare & Pharmaceuticals
Term Loan B (2/22)
Loan
1M USD SOFR+ 3.00%
0.50 %
7.32 %
2/15/2029
1,303,799
1,300,749
1,300,070
Avolon TLB Borrower 1 (US) LLC
Capital Equipment
Term Loan B6
Loan
1M USD SOFR+ 1.75%
0.00 %
6.07 %
6/22/2030
1,472,622
1,429,929
1,472,136
Axalta Coating Systems US Holdings
Chemicals, Plastics, & Rubber
Term Loan B (11/24)
Loan
3M USD SOFR+ 1.75%
0.50 %
6.08 %
12/20/2029
851,048
844,987
852,546
AZURITY PHARMACEUTICALS, INC.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD SOFR+ 6.62%
0.75 %
11.05 %
9/20/2027
425,000
418,550
422,344
B&G Foods, Inc.
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD SOFR+ 3.50%
0.00 %
7.82 %
10/10/2029
532,287
530,730
528,849
Baldwin Insurance Group Holdings, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B-1 (12/24)
Loan
1M USD SOFR+ 3.00%
0.00 %
7.31 %
5/27/2031
1,640,279
1,630,478
1,642,329
Belfor Holdings Inc.
Services: Consumer
Term Loan 4/23
Loan
1M USD SOFR+ 3.00%
0.50 %
7.32 %
11/1/2030
1,490,834
1,478,738
1,498,288
Bengal Debt Merger Sub LLC
Beverage, Food & Tobacco
Term Loan
Loan
3M USD SOFR+ 3.00%
0.50 %
7.43 %
1/24/2029
1,950,000
1,949,473
1,175,753
Blackstone Mortgage Trust, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B
Loan
1M USD SOFR+ 2.25%
0.00 %
6.69 %
4/23/2026
342,601
341,898
341,317
Bombardier Recreational Products, Inc.
Consumer goods: Durable
Term Loan
Loan
1M USD SOFR+ 2.75%
0.00 %
7.07 %
1/22/2031
1,425,751
1,422,525
1,423,712
Bombardier Recreational Products, Inc.
Consumer goods: Durable
Term Loan B3
Loan
1M USD SOFR+ 2.75%
0.50 %
7.06 %
12/13/2029
488,806
479,686
488,669
Boost Newco Borrower, LLC (Worldpay)
Banking, Finance, Insurance & Real Estate
Term Loan B (01/25)
Loan
3M USD SOFR+ 2.00%
0.00 %
6.29 %
1/31/2031
498,750
496,603
498,127
Boxer Parent Company, Inc.
High Tech Industries
Term Loan
Loan
3M USD SOFR+ 3.00%
0.00 %
7.29 %
7/30/2031
1,007,194
1,003,006
1,004,766
BroadStreet Partners, Inc.
Banking, Finance, Insurance & Real Estate
Term Loan B-4
Loan
1M USD SOFR+ 3.00%
0.00 %
7.31 %
6/16/2031
2,896,329
2,894,596
2,894,794
Brookfield WEC Holdings Inc.
Energy: Electricity
Term Loan B
Loan
1M USD SOFR+ 2.25%
0.00 %
6.56 %
1/27/2031
1,440,450
1,440,450
1,437,396
BROWN GROUP HOLDING, LLC
Aerospace & Defense
Term Loan B-2
Loan
3M USD SOFR+ 2.50%
0.00 %
6.81 %
7/1/2031
491,284
481,764
490,464
Buckeye Partners, L.P.
Utilities: Oil & Gas
Term Loan B (01/25)
Loan
1M USD SOFR+ 1.75%
0.00 %
6.07 %
11/22/2030
663,337
661,343
663,430
Buckeye Partners, L.P.
Utilities: Oil & Gas
Term Loan B5 (09/24)
Loan
1M USD SOFR+ 1.75%
0.00 %
6.07 %
11/2/2026
483,028
482,076
482,897
BW Gas & Convenience Holdings LLC
Beverage, Food & Tobacco
Term Loan B
Loan
1M USD SOFR+ 3.50%
0.50 %
7.94 %
3/31/2028
2,412,500
2,400,434
2,418,531
S- 9
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 2025
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
SOFR/LIBOR Floor
Current Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair Value
Callaway Golf Company
Retail
Term Loan B
Loan
1M USD SOFR+ 3.00%
0.00 %
7.32 %
3/16/2030
471,250
467,499
465,458
Calpine Corporation
Utilities: Electric
Term Loan B10 (01/24)
Loan
1M USD SOFR+ 1.75%
0.00 %
6.07 %
1/31/2031
1,990,000
1,981,632
1,987,513
Camping World, Inc.
Retail
Term Loan B (5/21)
Loan
1M USD SOFR+ 2.50%
0.75 %
6.94 %
6/5/2028
2,436,709
2,289,886
2,386,586
CAPSTONE BORROWER INC
Services: Business
Term Loan B (05/24)
Loan
3M USD SOFR+ 3.25%
0.00 %
7.58 %
6/17/2030
872,669
862,196
874,851
CareerBuilder, LLC (c)
Services: Business
Term Loan B3
Loan
1M USD SOFR+ 2.50%
0.00 %
6.94 %
7/31/2026
4,089,659
4,079,749
204,483
Castle US Holding Corporation
Media: Advertising, Printing & Publishing
Term Loan B (USD)
Loan
3M USD SOFR+ 3.75%
0.00 %
8.32 %
1/27/2027
1,929,894
1,925,694
1,192,520
CBL & Associates Limited Partnership
Retail
Term Loan 11/21
Loan
1M USD SOFR+ 2.75%
1.00 %
7.17 %
11/1/2025
2,085,112
1,976,819
1,978,250
CCC Intelligent Solutions Inc.
Services: Business
Term Loan (01/25)
Loan
1M USD SOFR+ 2.00%
0.50 %
6.32 %
9/16/2028
242,500
242,288
241,894
CCI Buyer, Inc
Telecommunications
Term Loan
Loan
3M USD SOFR+ 4.00%
0.75 %
8.33 %
12/17/2027
240,625
239,544
241,426
CCRR Parent, Inc.
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD SOFR+ 4.25%
0.50 %
8.66 %
3/6/2028
980,000
948,779
395,263
CCRR Parent, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
3M USD SOFR+ 4.25%
0.75 %
8.82 %
3/6/2028
962,500
960,608
399,438
CCS-CMGC Holdings, Inc. (b)
Healthcare & Pharmaceuticals
Term Loan
Loan
3M USD SOFR+ 5.50%
0.00 %
10.28 %
9/25/2025
1,140,869
1,139,841
386,047
CDK GLOBAL, INC.
High Tech Industries
Term Loan B (05/24)
Loan
3M USD SOFR+ 3.25%
0.00 %
7.58 %
7/6/2029
990,019
968,890
903,640
CENTURI GROUP, INC.
Construction & Building
Term Loan B
Loan
1M USD SOFR+ 2.50%
0.50 %
6.94 %
8/28/2028
616,921
613,611
617,470
Charlotte Buyer, Inc.
Services: Business
Term Loan B (01/25)
Loan
1M USD SOFR+ 4.25%
0.50 %
8.57 %
2/11/2028
1,473,806
1,410,924
1,469,886
Chemours Company, (The)
Chemicals, Plastics, & Rubber
Term Loan B3 (08/23)
Loan
1M USD SOFR+ 3.00%
0.50 %
7.32 %
8/18/2028
2,369,720
2,339,142
2,358,866
Churchill Downs Incorporated
Hotel, Gaming & Leisure
Term Loan B1 (3/21)
Loan
1M USD SOFR+ 1.75%
0.00 %
6.07 %
3/17/2028
481,250
480,828
480,047
CIMPRESS PUBLIC LIMITED COMPANY
Media: Advertising, Printing & Publishing
Term Loan B
Loan
1M USD SOFR+ 2.50%
0.50 %
6.82 %
5/17/2028
1,940,187
1,883,647
1,930,486
CITADEL SECURITIES LP
Banking, Finance, Insurance & Real Estate
Term Loan (10/24)
Loan
3M USD SOFR+ 2.00%
0.00 %
6.33 %
10/31/2031
4,826,890
4,826,890
4,832,344
Citco Funding LLC
Banking, Finance, Insurance & Real Estate
Term Loan B (06/24)
Loan
6M USD SOFR+ 2.75%
0.50 %
7.31 %
4/27/2028
987,538
984,246
994,529
Clarios Global LP
Automotive
Term Loan B (07/24)
Loan
1M USD SOFR+ 2.50%
0.00 %
6.82 %
5/6/2030
1,197,000
1,192,661
1,191,015
Claros Mortgage Trust, Inc
Banking, Finance, Insurance & Real Estate
Term Loan B-1 (11/21)
Loan
1M USD SOFR+ 4.50%
0.50 %
8.92 %
8/10/2026
3,368,637
3,360,331
3,099,146
CLYDESDALE ACQUISITION HOLDINGS, INC.
Containers, Packaging & Glass
Term Loan B
Loan
1M USD SOFR+ 3.18%
0.50 %
7.50 %
4/13/2029
1,220,000
1,199,733
1,219,244
Columbus McKinnon Corporation
Capital Equipment
Term Loan (03/24)
Loan
3M USD SOFR+ 2.50%
0.50 %
6.83 %
5/14/2028
361,967
361,543
361,062
Connect Finco SARL
Telecommunications
Term Loan B (03/24)
Loan
1M USD SOFR+ 4.50%
0.50 %
8.82 %
9/27/2029
2,865,844
2,801,249
2,491,679
Consolidated Communications, Inc.
Telecommunications
Term Loan B
Loan
1M USD SOFR+ 3.50%
0.75 %
7.94 %
10/2/2027
2,714,005
2,592,779
2,700,788
Corelogic, Inc.
Services: Business
Term Loan (4/21)
Loan
1M USD SOFR+ 3.50%
0.50 %
7.94 %
6/2/2028
2,418,750
2,413,203
2,406,656
Cortes NP Acquisition Corp (Vertiv)
Capital Equipment
Term Loan B (12/24)
Loan
1M USD SOFR+ 1.75%
0.00 %
6.06 %
3/2/2027
1,920,785
1,920,785
1,918,921
Creative Artists Agency, LLC
Media: Diversified & Production
Term Loan B (09/24)
Loan
1M USD SOFR+ 2.75%
0.00 %
7.07 %
10/1/2031
1,576,094
1,568,099
1,576,536
CROCS INC
Consumer goods: Durable
Term Loan B (01/24)
Loan
3M USD SOFR+ 2.25%
0.50 %
6.58 %
2/19/2029
750,000
730,356
752,723
Cross Financial Corp
Banking, Finance, Insurance & Real Estate
Term Loan B2 (10/24)
Loan
1M USD SOFR+ 3.25%
0.00 %
7.57 %
10/24/2031
485,063
483,905
485,974
Crown Subsea Communications Holding, Inc.
Construction & Building
Term Loan B
Loan
1M USD SOFR+ 4.00%
0.75 %
8.31 %
1/30/2031
2,388,000
2,367,977
2,397,695
CTS Midco, LLC
High Tech Industries
Term Loan B
Loan
3M USD SOFR+ 6.00%
1.00 %
10.55 %
11/2/2027
1,919,403
1,894,257
1,919,403
S- 10
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 2025
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
SOFR/LIBOR Floor
Current Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair Value
Dave & Buster’s Inc.
Hotel, Gaming & Leisure
Term Loan B (1/24)
Loan
3M USD SOFR+ 3.25%
0.50 %
7.56 %
6/29/2029
762,038
735,302
721,079
DCert Buyer, Inc.
High Tech Industries
Term Loan
Loan
1M USD SOFR+ 4.00%
0.00 %
8.32 %
10/16/2026
1,439,547
1,439,547
1,394,748
Delek US Holdings, Inc.
Utilities: Oil & Gas
Term Loan B (11/22)
Loan
1M USD SOFR+ 3.50%
0.50 %
7.92 %
11/16/2029
5,292,000
5,206,553
5,270,514
Derby Buyer LLC
Chemicals, Plastics, & Rubber
Term Loan B (12/24)
Loan
1M USD SOFR+ 3.00%
0.00 %
7.31 %
11/1/2030
620,320
612,532
620,475
DexKo Global, Inc. (Dragon Merger)
Automotive
Term Loan (9/21)
Loan
3M USD SOFR+ 3.75%
0.50 %
8.34 %
10/4/2028
972,500
970,335
916,251
Diamond Sports Group, LLC
Media: Broadcasting & Subscription
1st Priority Term Loan
Loan
1M USD SOFR+ 10.00%
1.00 %
14.41 %
5/25/2026
29,734
29,407
26,463
DIRECTV FINANCING, LLC
Media: Broadcasting & Subscription
Term Loan (1/24)
Loan
3M USD SOFR+ 5.25%
0.75 %
9.80 %
8/2/2029
2,902,900
2,887,032
2,882,115
DISCOVERY PURCHASER CORPORATION
Chemicals, Plastics, & Rubber
Term Loan
Loan
3M USD SOFR+ 4.00%
0.50 %
8.29 %
10/4/2029
1,470,233
1,383,873
1,465,749
Dispatch Acquisition Holdings, LLC
Environmental Industries
Term Loan B (3/21)
Loan
3M USD SOFR+ 4.25%
0.75 %
8.73 %
3/25/2028
482,500
480,166
454,496
DOMTAR CORPORATION
Forest Products & Paper
Term Loan 9/21
Loan
1M USD SOFR+ 5.50%
0.75 %
9.94 %
11/30/2028
3,071,416
3,028,380
2,973,530
DOTDASH MEREDITH, INC.
Media: Advertising, Printing & Publishing
Term Loan B (11/24)
Loan
1M USD SOFR+ 3.50%
0.50 %
7.81 %
12/1/2028
1,911,111
1,778,613
1,920,667
DRI HOLDING INC.
Media: Advertising, Printing & Publishing
Term Loan (12/21)
Loan
1M USD SOFR+ 5.25%
0.50 %
9.67 %
12/15/2028
3,892,437
3,790,333
3,773,718
DRW Holdings, LLC
Banking, Finance, Insurance & Real Estate
Term Loan B (06/24)
Loan
3M USD SOFR+ 3.50%
0.00 %
7.79 %
6/17/2031
6,305,000
6,280,258
6,283,311
DTZ U.S. Borrower, LLC
Construction & Building
Term Loan B1 (01/25)
Loan
1M USD SOFR+ 2.75%
0.50 %
7.07 %
1/31/2030
2,014,107
2,013,573
2,009,072
DTZ U.S. Borrower, LLC
Construction & Building
2024-3 Term Loan (09/24)
Loan
1M USD SOFR+ 3.25%
0.50 %
7.57 %
1/31/2030
1,097,250
1,075,232
1,098,161
Dye & Durham Corporation
Services: Business
Term Loan B (04/24)
Loan
3M USD SOFR+ 4.25%
1.00 %
8.68 %
4/11/2031
1,431,964
1,412,492
1,443,148
EAB Global, Inc.
Services: Business
Term Loan (08/21)
Loan
1M USD SOFR+ 3.00%
0.50 %
7.32 %
8/16/2028
970,169
967,824
967,336
Echo Global Logistics, Inc.
Services: Business
Term Loan
Loan
1M USD SOFR+ 3.75%
0.50 %
8.16 %
11/23/2028
1,945,000
1,943,317
1,923,663
Edelman Financial Group Inc., The
Banking, Finance, Insurance & Real Estate
Term Loan (12/24)
Loan
1M USD SOFR+ 3.00%
0.00 %
7.32 %
4/7/2028
2,155,371
2,152,592
2,158,281
ELECTRON BIDCO INC.
Healthcare & Pharmaceuticals
Term Loan
Loan
1M USD SOFR+ 2.75%
0.50 %
7.07 %
11/1/2028
487,500
486,541
486,769
ELO Touch Solutions, Inc.
Media: Diversified & Production
Term Loan (12/18)
Loan
1M USD SOFR+ 6.50%
0.00 %
10.94 %
12/15/2025
2,137,656
2,124,478
2,137,656
Embecta Corp
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD SOFR+ 3.00%
0.50 %
7.31 %
3/30/2029
2,885,658
2,843,183
2,880,262
Emrld Borrower LP
Capital Equipment
Term Loan B (04/23)
Loan
6M USD SOFR+ 2.50%
0.00 %
6.93 %
5/31/2030
990,000
986,329
986,594
Endo Finance Holdings, Inc.
Healthcare & Pharmaceuticals
Term Loan B
Loan
1M USD SOFR+ 4.00%
0.50 %
8.32 %
4/23/2031
1,995,000
1,977,056
1,995,000
Endure Digital, Inc.
High Tech Industries
Term Loan B
Loan
1M USD SOFR+ 3.50%
0.75 %
7.92 %
2/10/2028
2,412,500
2,407,887
1,668,654
Entain Holdings (Gibraltar) Limited
Hotel, Gaming & Leisure
Term Loan B3 (5/24)
Loan
3M USD SOFR+ 2.75%
0.50 %
7.08 %
10/31/2029
1,476,325
1,464,198
1,477,476
EOS U.S. FINCO LLC
Transportation: Cargo
Term Loan
Loan
6M USD SOFR+ 6.00%
0.50 %
10.28 %
10/9/2029
950,000
893,353
397,813
Equiniti Group PLC
Services: Business
Term Loan (12/24)
Loan
6M USD SOFR+ 3.75%
0.50 %
8.03 %
12/11/2028
970,069
964,262
976,937
Evertec Group LLC
Banking, Finance, Insurance & Real Estate
Term Loan B (09/23)
Loan
1M USD SOFR+ 2.75%
0.50 %
7.07 %
10/30/2030
1,125,000
1,110,800
1,130,625
S- 11
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 2025
Issuer Name
Industry
Asset Name
Asset
Type
Reference
Rate/Spread
SOFR/LIBOR Floor
Current Rate
(All In)
Maturity Date
Principal/
Number of Shares
Cost
Fair Value
Fiesta Purchaser, Inc.
Beverage, Food & Tobacco
Term Loan B (12/24)
Loan
1M USD SOFR+ 3.25%
0.00 %
7.57 %
2/12/2031
497,503
493,271
497,011
Finco I LLC
Banking, Finance, Insurance & Real Estate
Term Loan B (9/24)
Loan
1M USD SOFR+ 2.25%
0.00 %
6.57 %
6/27/2029
2,795,563
2,793,344
2,794,389
First Brands Group, LLC
Automotive
1st Lien Term Loan (3/21)
Loan
3M USD SOFR+ 5.00%
1.00 %
9.55 %
3/30/2027
4,812,500
4,781,859
4,607,969
First Eagle Investment Management
Banking, Finance, Insurance & Real Estate
Term Loan B (02/24)
Loan
3M USD SOFR+ 3.00%
0.00 %
7.33 %
3/5/2029
5,053,465
5,046,585
5,052,454
First Student Bidco Inc.
Transportation: Consumer
Term Loan B (12/24)
Loan
3M USD SOFR+ 2.50%
0.50 %
6.89 %
7/21/2028
709,476
706,708
707,603
First Student Bidco Inc.
Transportation: Consumer
Term Loan C
Loan
3M USD SOFR+ 2.50%
0.50 %
6.89 %
7/21/2028
216,966
216,137
216,393
Fitness International, LLC (LA Fitness)
Services: Consumer
Term Loan B (1/24)
Loan
1M USD SOFR+ 5.25%
1.00 %
9.57 %
2/5/2029
1,191,000
1,161,999
1,204,030
Flutter Financing B.V.
Hotel, Gaming & Leisure
Term Loan
Loan
3M USD SOFR+ 1.75%
0.50 %
6.08 %
11/29/2030
3,712,500
3,704,077
3,699,729
Franchise Group, Inc. (b)(d)
Services: Consumer
New Money Term Commitments
Loan
1M USD SOFR+ 9.00%
1.00 %
13.43 %
5/6/2025
257,225
254,175
257,225
Franchise Group, Inc. (b)(c)
Services: Consumer
First Out Term Loan
Loan
6M USD SOFR+ 4.75%
0.75 %
9.30 %
3/10/2026
827,674
825,735
412,802
Franchise Group, Inc. (b)(c)
Services: Consumer
Term Loan B
Loan
3M USD SOFR+ 4.75%
0.75 %
9.30 %
3/10/2026
3,041,686
2,988,228
1,517,041
Franchise Group, Inc. (b)(c)
Services: Consumer
Term Loan DIP New Money
Loan
1M USD SOFR+ 9.00%
1.00 %
13.43 %
5/6/2025
355,828
353,546
355,828