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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-K


ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 29, 2012

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to

Commission File No. 001-33376



SARATOGA INVESTMENT CORP.
(Exact name of Registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)
  20-8700615
(I.R.S. Employer
Identification Number)

535 Madison Avenue
New York, New York 10022

(Address of principal executive offices)

(212) 906-7800
(Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share   The New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o    No ý

         Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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

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

         The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of August 31, 2011 was approximately $39.4 million based upon a closing price of $16.69 reported for such date by the New York Stock Exchange.

         The number of outstanding common shares of the registrant as of May 23, 2012 was 3,876,661.

         DOCUMENTS INCORPORATED BY REFERENCE

         None.

   


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NOTE ABOUT REFERENCES

        In this Annual Report on Form 10-K (the "Annual Report"), the "Company," "we," "us" and "our" refer to Saratoga Investment Corp. and its wholly owned subsidiary, Saratoga Investment Funding LLC, unless the context otherwise requires. We refer to Saratoga Investment Advisors LLC, our investment adviser, as "Saratoga Investment Advisors" or the "investment adviser."


NOTE ABOUT FORWARD-LOOKING STATEMENTS

        Some of the statements in this Annual Report constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "project," "should," "will" and "would" or the negative of these terms or other comparable terminology.

        The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.

        The forward-looking statements contained in this Annual Report involve risks and uncertainties, including statements as to:

        For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Annual Report, please see the discussion under Part I, Item 1A "Risk Factors". You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Annual Report.

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TABLE OF CONTENTS



 
  PAGE  

PART I

    4  

Item 1. Business

    4  

Item 1A. Risk Factors

    28  

Item 1B. Unresolved Staff Comments

    47  

Item 2. Properties

    47  

Item 3. Legal Proceedings

    47  

Item 4. Mine Safety Disclosures

    47  

PART II

    48  

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    48  

Item 6. Selected Financial Data

    51  

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

    54  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

    76  

Item 8. Financial Statements and Supplementary Data

    76  

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    77  

Item 9A. Controls and Procedures

    77  

Item 9B. Other Information

    77  

PART III

    78  

Item 10. Directors, Executive Officers and Corporate Governance

    78  

Item 11. Executive Compensation

    81  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

    82  

Item 13. Certain Relationships and Related Transactions, and Director Independence

    84  

Item 14. Principal Accountant Fees and Services

    85  

PART IV

    86  

Item 15. Exhibits and Financial Statement Schedules

    86  

Signatures

    88  

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PART I

ITEM 1.    BUSINESS

General

        We are a specialty finance company that invests primarily in leveraged loans and mezzanine debt issued by private U.S. middle-market companies, both through direct lending and through participation in loan syndicates. Our investment objective is to generate current income and, to a lesser extent, capital appreciation from our investments. We are externally managed and advised by Saratoga Investment Advisors, LLC, a New York-based investment firm affiliated with Saratoga Partners, a middle market private equity investment firm.

        As of February 29, 2012, we had net assets of $97.4 million and investments in 21 portfolio companies and an investment in all of the subordinated notes in one collateralized loan obligation fund with fair value of $25.8 million. The weighted average yield on all of our debt investments, including our investment in the subordinated notes in the collateralized loan obligation fund, as of February 29, 2012 was approximately 12.4%. As of February 29, 2012, we held equity investments consisting of common stock, limited partnership interests and warrants to purchase common stock or other equity interests in our portfolio companies with an aggregate fair value of $5.7 million.

        Our portfolio is comprised primarily of investments in leveraged loans (both first and second lien term loans) issued by middle market companies. Leveraged loans are generally senior debt instruments that rank ahead of subordinated debt of the portfolio company. Leveraged loans also have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, or be junior to, other security interests. We also purchase mezzanine debt and make equity investments in middle market companies. Mezzanine debt is typically unsecured and subordinated to senior debt of the portfolio company.

        While our primary focus is to generate current income and capital appreciation from our debt and equity investments in middle market companies, we may invest up to 30% of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed debt, including securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not thinly traded and structured finance vehicles such as collateralized loan obligation funds.

        We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940 ("1940 Act"). As a BDC, we are required to comply with various regulatory requirements, including limitations on our use of debt. We finance our investments through borrowings. However, as a BDC, we are only generally allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing.

        We have elected 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 (the "Code"). As a RIC, we generally will not have to pay corporate-level federal income taxes on any net ordinary income or capital gains that we distribute to our stockholders if we meet certain source-of-income, distribution and asset diversification requirements.

        In addition, we have a wholly-owned subsidiary that is licensed as a small business investment company ("SBIC") and regulated by the Small Business Administration ("SBA"). See "Item 1. Business—Regulation—Small Business Investment Company Regulations." The SBIC license allows us, through our wholly-owned subsidiary, to issue SBA-guaranteed debentures. We applied for exemptive relief from the Securities and Exchange Commission ("SEC") to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from the 200% asset coverage ratio we are

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required to maintain under the 1940 Act. Pursuant to the 200% asset coverage ratio limitation, we are permitted to borrow one dollar for every dollar we have in assets less all liabilities and indebtedness not represented by debt securities issued by us or loans obtained by us.

        If we receive this exemptive relief from the SEC, we will have increased capacity to fund up to $150 million (the maximum amount of SBA-guaranteed debentures an SBIC may currently have outstanding once certain conditions have been met) of investments with SBA-guaranteed debentures in addition to being able to fund investments with borrowings up to the maximum amount of debt that the 200% asset coverage ratio limitation would allow us to incur.

Corporate History and Information

        We commenced operations on March 23, 2007 as GSC Investment Corp. and completed an initial public offering ("IPO") of shares of our common stock on March 28, 2007. From the date we commenced operations until July 30, 2010, we were managed and advised by GSCP (NJ), L.P., an entity affiliated with GSC Group, Inc. In connection with the consummation of a recapitalization transaction on July 30, 2010, we engaged Saratoga Investment Advisors to replace GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp.

        The recapitalization transaction consisted of (i) the private sale of 986,842 shares of our common stock for $15 million in aggregate purchase price to Saratoga Investment Advisors and certain of its affiliates and (ii) the entry into a $40 million senior secured revolving credit facility with Madison Capital Funding LLC. We used the net proceeds from the private sale of shares of our common stock and a portion of the funds available to us under the secured revolving credit facility with Madison Capital Funding LLC to pay the full amount of principal and accrued interest, including default interest, outstanding under our revolving securitized credit facility with Deutsche Bank AG, New York Branch. Specifically, in July 2009, we had exceeded permissible borrowing limits under the revolving securitized credit facility with Deutsche Bank, which resulted in an event of default under the revolving securitized credit facility. As a result of the event of default, Deutsche Bank had the right to accelerate repayment of the outstanding indebtedness under the revolving securitized credit facility and to foreclose and liquidate the collateral pledged under the revolving securitized credit facility. The revolving securitized credit facility with Deutsche Bank was terminated in connection with our payment of all amounts outstanding thereunder on July 30, 2010.

        On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP, received an SBIC license from the SBA.

        Our corporate offices are located at 535 Madison Avenue, New York, New York 10022. Our telephone number is (212) 906-7800. We maintain a website on the Internet at www.saratogainvestmentcorp.com. Information contained on our website is not incorporated by reference into this Annual Report, and you should not consider that information to be part of this Annual Report.

Saratoga Investment Advisors

General

        Our investment adviser is led by five principals, Christian L. Oberbeck, Michael J. Grisius, Richard A. Petrocelli, Thomas V. Inglesby, and Charles G. Phillips, who collectively have over 80 years of experience in leveraged finance. Our investment adviser is affiliated with Saratoga Partners, a middle market private equity investment firm. Saratoga Partners was established in 1984 to be the middle market private investment arm of Dillon Read & Co. Inc. and has been independent of Dillon Read since 1998. Saratoga Partners has a 27-year history of private investments in middle market companies and focuses on public and private equity, preferred stock, and senior and mezzanine debt investments.

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Our Relationship with Saratoga Investment Advisors

        We utilize the personnel, infrastructure, relationships and experience of Saratoga Investment Advisors to enhance the growth of our business. We currently have no employees and each of our executive officers is also an officer of Saratoga Investment Advisors.

        We have entered into an investment advisory and management agreement with Saratoga Investment Advisors. The initial term of the investment advisory and management agreement is for two years from its effective date of July 30, 2010, with automatic, one-year renewals, subject to approval by our board of directors, a majority of whom must be our independent directors. Pursuant to the investment advisory and management agreement, Saratoga Investment Advisors implements our business strategy on a day-to-day basis and performs certain services for us under the direction of our board of directors. Saratoga Investment Advisors is responsible for, among other duties, performing all of our day-to-day functions, determining investment criteria, sourcing, analyzing and executing investments, asset sales, financings and performing asset management duties.

        Saratoga Investment Advisors has formed an investment committee to advise and consult with its senior management team with respect to our investment policies, investment portfolio holdings, financing and leveraging strategies and investment guidelines. We believe that the collective experience of the investment committee members across a variety of fixed income asset classes will benefit us. The investment committee must unanimously approve all investments in excess of $5 million made by us. In addition, all sales of our investments must be approved by three out of four investment committee members. The current members of the investment committee are Messrs. Oberbeck, Grisius, Petrocelli, Inglesby, and Phillips.

        We pay Saratoga Investment Advisors a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75% of our gross assets which includes assets purchased with borrowed funds but excludes cash and cash equivalents. As a result, Saratoga Investment Advisors will benefit as we incur debt or use leverage to purchase assets. Our board of directors will monitor the conflicts presented by this compensation structure by approving the amount of leverage that we may incur.

        In addition to the base management fee, we pay Saratoga Investment Advisors an incentive fee which consists of two parts. First, we pay Saratoga Investment Advisors an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

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        Pre-incentive fee net investment income means interest income, dividend income and other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees that we receive from portfolio companies) earned during the calendar quarter, minus our operating expenses for the quarter.

        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 investment advisory and management agreement) and equals 20% of our "incentive fee capital gains," which equals our realized capital gains on a cumulative basis from May 31, 2010 through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive 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 Saratoga Investment Advisors will be entitled to 20% 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.

        We have also entered into a separate administration agreement with Saratoga Investment Advisors pursuant to which Saratoga Investment Advisors furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services. The administration agreement has an initial term of two years from its effective date of July 30, 2010, with automatic one-year renewals, subject to approval by our board of directors, a majority of whom must be our independent directors. Under the administration agreement, Saratoga Investment Advisors also performs, or oversees the performance of our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain, preparing reports for our stockholders and reports required to be filed with the SEC. Payments under the administration agreement will be equal to an amount based upon the allocable portion of Saratoga Investment Advisors' overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of our officers and their respective staffs relating to the performance of services under the administration agreement. The amount payable to Saratoga Investment Advisors under the administration agreement is currently capped at $1 million for each annual term of the agreement.

Investments

        Our portfolio is comprised primarily of investments in leveraged loans (both first and second lien term loans) issued by middle market companies. These investments are sourced in both the primary and secondary markets through a network of relationships with commercial and investment banks, commercial finance companies and financial sponsors. The leveraged loans that we purchase are generally used to finance buyouts, acquisitions, growth, recapitalizations and other types of transactions. Leveraged loans are generally senior debt instruments that rank ahead of subordinated debt of the portfolio company. Leveraged loans also have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, or be junior to, other security interests. Substantially all of the debt investments held in our portfolio hold a non-investment grade rating by one or more rating agencies or, if not rated, would be rated below investment grade if rated. As part of our long-term strategy, we also purchase mezzanine debt and make equity investments in middle market companies. Mezzanine debt is typically unsecured and subordinated to senior debt of the portfolio company. For purposes of this Annual Report, we generally use the term "middle market" to refer to companies with annual EBITDA of between $5 million and $50 million. EBITDA represents earnings before net

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interest expense, income taxes, depreciation and amortization. Investments in middle market companies are generally less liquid than equivalent investments in companies with larger capitalizations.

        As a BDC, we are required to comply with certain regulatory requirements. For instance, we have to invest at least 70% of our total assets in "qualifying assets," including securities of U.S. operating companies whose securities are not listed on a national securities exchange (i.e., New York Stock Exchange, NYSE Amex and The NASDAQ Stock Market), U.S. operating companies with listed securities that have market capitalizations of less than $250 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.

        While our primary focus is to generate current income and capital appreciation from our debt and equity investments in middle market companies, we may invest up to 30% of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed debt, private equity, securities of public companies that are not thinly traded and structured finance vehicles such as collateralized loan obligation funds.

        Our leveraged loan portfolio is comprised primarily of first lien and second lien term loans. First lien term loans are secured by a first priority perfected security interest on all or substantially all of the assets of the borrower and typically include a first priority pledge of the capital stock of the borrower. First lien term loans hold a first priority with regard to right of payment. Generally, first lien term loans offer floating rate interest payments, have a stated maturity of five to seven years, and have a fixed amortization schedule. First lien term loans generally have restrictive financial and negative covenants. Second lien term loans are secured by a second priority perfected security interest on all or substantially all of the assets of the borrower and typically include a second priority pledge of the capital stock of the borrower. Second lien term loans hold a second priority with regard to right of payment. Second lien term loans offer either floating rate or fixed rate interest payments, generally have a stated maturity of five to eight years, and may or may not have a fixed amortization schedule. Second lien term loans that do not have fixed amortization schedules require payment of the principal amount of the loan upon the maturity date of the loan. Second lien term loans have less restrictive financial and negative covenants than those that govern first lien term loans.

        Mezzanine debt usually ranks subordinate in priority of payment to senior debt and is often unsecured. However, mezzanine debt ranks senior to common and preferred equity in a borrowers' capital structure. Mezzanine debt typically has fixed rate interest payments and a stated maturity of six to eight years and does not have fixed amortization schedules.

        In some cases, our debt investments may provide for a portion of the interest payable to be paid-in-kind interest ("PIK"). To the extent interest is paid-in-kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal amount of such obligation.

        Equity investments may consist of preferred equity that is expected to pay dividends on a current basis or preferred equity that does not pay current dividends. Preferred equity generally has a preference over common equity as to distributions on liquidation and dividends. In some cases, we may acquire common equity. In general, our equity investments are not control-oriented investments and we expect that in many cases we will acquire equity securities as part of a group of private equity investors in which we are not the lead investor.

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        Opportunistic investments may include investments in distressed debt, which may include securities of companies in bankruptcy, debt and equity securities of public companies that are not thinly traded, emerging market debt, structured finance vehicles such as collateralized loan obligation funds and debt of middle market companies located outside the United States. In January 2008, we purchased for $30 million all of the outstanding subordinated notes of GSC Investment Corp. CLO 2007 LTD., ("Saratoga CLO"), a collateralized loan obligation fund managed by us that invests primarily in leveraged loans. As of February 29, 2012, the Saratoga CLO portfolio consisted of $380.2 million in aggregate principal amount of primarily senior secured first lien term loans in 147 obligors with an average obligor exposure of $2.7 million and $17.8 million in uninvested cash. The weighted average maturity of the portfolio is 4.7 years.

        Our investment adviser generally selects portfolio companies with one or more of the following characteristics:

        In managing us, Saratoga Investment Advisors employs the same investment philosophy and portfolio management methodologies used by Saratoga Partners. Through this investment selection process, based on quantitative and qualitative analysis, Saratoga Investment Advisors seeks to identify portfolio companies with superior fundamental risk-reward profiles and strong, defensible business franchises with the goal of minimizing principal losses while maximizing risk-adjusted returns. Saratoga Investment Advisors' investment process emphasizes the following:

        Our investment adviser's investment process generally includes the following steps:

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        In general, our investment adviser intends to select investments with financial covenants and terms that reduce leverage over time, thereby enhancing credit quality. These methods include:

        In addition, limitations on asset sales and capital expenditures should prevent a company from changing the nature of its business or capitalization without our consent.

        Our investment adviser seeks, where appropriate, to limit the downside potential of our investments by:

        We carry our investments at fair value, as approved in good faith using written policies and procedures adopted by our board of directors. Investments for which market quotations are readily available are recorded in our financial statements at such market quotations subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved in good faith by our board of directors based on input from Saratoga Investment Advisors, our audit committee and, if our board or audit committee so request, a third

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party independent valuation firm. Determinations of fair value may involve subjective judgments and estimates. The types of factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company's ability to make payments, the markets in which the portfolio company does business, market yield trend analysis, comparison to publicly traded companies, discounted cash flow and other relevant factors.

        Our investment in the subordinated notes of Saratoga CLO is carried at fair value, which is based on a discounted cash flow model that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for similar collateralized loan obligation fund subordinated notes or equity, when available. Specifically, we use Intex cash flow models, or an appropriate substitute, to form the basis for Saratoga CLO's valuation. The models use a set of assumptions including projected default rates, recovery rates, reinvestment rate and prepayment rates in order to arrive at estimated cash flows. The assumptions are based on available market data and projections provided by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows from our investment in Saratoga CLO) to perform a discounted cash flows analysis on expected future cash flows from our investment in Saratoga CLO to determine a valuation for the subordinated notes of Saratoga CLO held by us.

        We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

        In addition, all our investments are subject to the following valuation process:

        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. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.

        Saratoga Investment Advisors will closely monitor each investment we make and, when appropriate, will conduct a regular dialogue with both the management team and other debtholders and seek specifically tailored financial reporting. In addition, in certain circumstances, senior investment professionals of Saratoga Investment Advisors may take board seats or board observation seats.

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Distributions

        Our distributions, if any, will be determined by our board of directors and paid out of assets legally available for distribution. Any such distributions generally will be taxable to our stockholders, including to those stockholders who receive additional shares of our common stock pursuant to our dividend reinvestment plan. Prior to January 2009, we paid quarterly dividends to our stockholders. However, in January 2009, we suspended the practice of paying quarterly dividends to our stockholders and have only paid three dividend distributions (December 2011, 2010 and 2009) to our stockholders since such time.

        In order to maintain our qualification as a RIC, we must for each fiscal year distribute an amount equal to at least 90% of our ordinary net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses. In addition, we will be subject to federal excise taxes to the extent we do not distribute during the calendar year at least (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no federal income tax. For the 2011 calendar year, we made distributions sufficient such that we did not incur any federal excise taxes. We may elect to withhold from distribution a portion of our ordinary income for the 2012 calendar year and/or portion of the capital gains in excess of capital losses realized during the one year period ending October 31, 2012, if any, and, if we do so, we would expect to incur federal excise taxes as a result.

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

        We may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service has issued private rulings indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under these rulings, if too many stockholders elect to receive their distributions in cash, each such stockholder would receive a pro rata share of the total cash to be distributed and would receive the remainder of their distribution in shares of stock. If we decide to make any distributions consistent with these rulings that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for United States federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.

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Competition

        Our primary competitors in providing financing to private middle market companies include public and private investment funds (including private equity funds, mezzanine funds, BDCs and SBICs), commercial, investment banks and commercial financing companies. Many of our competitors are substantially larger and have considerably greater financial and marketing resources than us. For example, some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which may allow them to consider a wider variety of investments. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. For additional information concerning the competitive risks we face, please see Part I, Item 1A, "Risk Factors—We operate in a highly competitive market for investment opportunities."

Staffing

        We do not currently have any employees and do not expect to have any employees in the future. Services necessary for our business are provided by individuals who are employees of Saratoga Investment Advisors, pursuant to the terms of the investment advisory and management agreement and the administration agreement. For a discussion of the investment advisory and management agreement, see "Business—Investment Advisory and Management Agreement" below. We reimburse Saratoga Investment Advisors for our allocable portion of expenses incurred by it in performing its obligations under the administration agreement, including rent and our allocable portion of the cost of our officers and their respective staffs, subject to certain limitations. For a discussion of the administration agreement, see "Business—Administration Agreement" below.

Investment Advisory and Management Agreement

        Saratoga Investment Advisors serves as our investment adviser. Subject to the overall supervision of our board of directors, Saratoga Investment Advisors manages our day-to-day operations and provides investment advisory and management services to us. Under the terms of an investment advisory and management agreement, Saratoga Investment Advisors:

        Saratoga Investment Advisors services under the investment advisory and management agreement are not exclusive, and it is free to furnish similar services to other entities.

        Pursuant to the investment advisory and management agreement with Saratoga Investment Advisors, we pay Saratoga Investment Advisors a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee.

        The base management fee is paid quarterly in arrears, and equals 1.75% per annum of our gross assets (other than cash or cash equivalents but including assets purchased with borrowed funds) and calculated at the end of each fiscal quarter based on the average value of our gross assets (other than cash or cash equivalents but including assets purchased with borrowed funds) as of the end of such

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fiscal quarter and the end of the immediate prior fiscal quarter. Base management fees for any partial month or quarter are appropriately pro-rated.

        The incentive fee has the following two parts:

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Quarterly Incentive Fee Based on "Pre-Incentive Fee Net Investment Income"
Pre-Incentive Fee Net Investment Income
(expressed as a percentage of the value of net assets)

GRAPHIC


Percentage of Pre-Incentive Fee Net Investment
Income allocated to income-related portion of incentive fee

Examples of Quarterly Incentive Fee Calculation

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        Pre-incentive fee net investment income does not exceed hurdle rate, therefore there is no incentive fee.

        Pre-incentive fee net investment income exceeds hurdle rate, but does not fully satisfy the "catch-up" provision, therefore the income related portion of the incentive fee is 0.3575%.

Incentive Fee

  =   (100% × (pre-incentive fee net investment income-1.875%)

  =   100% (2.2325%-1.875%)

  =   100% (0.3575%)

  =   0.3575%

(1)
The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.

(2)
Represents 7.5% annualized hurdle rate.

(3)
Represents 1.75% annualized management fee. For the purposes of this example, we have assumed that we have not incurred any indebtedness and that we maintain no cash or cash equivalents.

(4)
The "catch-up" provision is intended to provide our investment adviser with an incentive fee of 20% on all pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.344% in any fiscal quarter.

        Pre-incentive fee net investment income exceeds the hurdle rate, and fully satisfies the "catch-up" provision, therefore the income related portion of the incentive fee is 0.5467%.

Incentive fee

  =   100% × pre-incentive fee net investment income (subject to "catch-up")(4)

Incentive fee

  =   100% × "catch-up" + (20% × (Pre-incentive fee net investment income-2.344%))

Catch up

  =   2.344%-1.875%

  =   0.469%

Incentive fee

  =   (100% × 0.469%) + (20% × (2.7325%-2.344%))

  =   0.469% + (20% × 0.3885%)

  =   0.469% + 0.0777%

  =   0.5467%

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Example 2: Capital Gains Portion of Incentive Fee:

        The capital gains portion of the incentive fee, if any, calculated under the cumulative method would be:

        The capital gains portion of the incentive fee, if any, calculated under the cumulative method would be:

   


(1)
The examples assume that Investment A and Investment B were acquired by us subsequent to May 31, 2010. If Investment A and B were acquired by us prior to May 31, 2010, then the cost basis for computing our realized gains and losses on such investments would equal the fair value of such investments as of May 31, 2010.

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        The investment advisory and management agreement with Saratoga Investment Advisors was approved by our board of directors at an in-person meeting of the directors, including a majority of our independent directors, and was approved by our stockholders at the special meeting of stockholders held on July 30, 2010.

        In approving this agreement, the directors considered, among other things, (i) the nature, extent and quality of the advisory and other services to be provided to us by Saratoga Investment Advisors; (ii) our investment performance and the investment performance of Saratoga Investment Advisors; (iii) the expected costs of the services to be provided by Saratoga Investment Advisors (including management fees, advisory fees and expense ratios) and the profits expected to be realized by Saratoga Investment Advisors; (iv) the limited potential for economies of scale in investment management associated with managing us; and (v) Saratoga Investment Advisors estimated pro forma profitability with respect to managing us.

        The investment advisory and management agreement will continue in effect for a period of two years from its effective date, and if not sooner terminated, will continue in effect for a successive period of 12 months thereafter, provided that each continuance is specifically approved at least annually by both (i) the vote of a majority of the board members or the vote of a majority of our outstanding voting securities (as such term is defined in the 1940 Act) and (ii) the vote of a majority of the board members who are not parties to the investment advisory and management agreement or interested persons (as such term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The investment advisory and management agreement may be terminated as a whole at any time by us, without the payment of any penalty, upon the vote of a majority of the board members or a majority of our outstanding voting securities or by Saratoga Investment Advisors, on 60 days' written notice by either party to the other, which notice may be waived by the non-terminating party.

        The investment advisory and management agreement provides that all investment professionals of Saratoga Investment Advisors and its staff, when and to the extent engaged in providing investment advisory services required to be provided by Saratoga Investment Advisors, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by Saratoga Investment Advisors and not by us.

        We bear all costs and expenses of our operations and transactions, including those relating to:

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        The investment advisory and management agreement will remain in effect continuously, unless terminated under the termination provisions of the agreement. The investment advisory and management agreement provides that it may be terminated at any time, without the payment of any penalty, upon 60 days written notice, by the vote of stockholders holding a majority of our outstanding voting securities, or by the vote of our directors or by Saratoga Investment Advisors.

        The investment advisory and management agreement will, unless terminated as described above, continue until the second anniversary of its July 30, 2010 effective date and will continue in effect from year to year thereafter so long as it is approved at least annually by (i) the vote of the board of directors, or by the vote of stockholders holding a majority of our outstanding voting securities, and (ii) the vote of a majority of our directors who are not parties to the investment advisory and management agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of any party to such agreement, in accordance with the requirements of the 1940 Act.

        Under the investment advisory and management agreement, Saratoga Investment Advisors and certain of its affiliates are not liable to us for any action taken or omitted to be taken by Saratoga Investment Advisors in connection with the performance of any of its duties or obligations under the agreement or otherwise as an investment adviser to us, except to the extent specified in Section 36(b)

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of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services and except to the extent such action or omission constitutes gross negligence, willful misfeasance, bad faith or reckless disregard of its duties and obligations under the agreement.

        We also provide indemnification to Saratoga Investment Advisors and certain of its affiliates for damages, liabilities, costs and expenses incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding arising out of or otherwise based upon the performance of any of its duties or obligations under the agreement or otherwise as an investment adviser to us. However, we would not provide indemnification against any liability to us or our security holders to which Saratoga Investment Advisors or such affiliates would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any such person's duties or by reason of the reckless disregard of its duties and obligations under the agreement.

        Saratoga Investment Advisors is registered as an investment adviser under the Investment Advisers Act of 1940. The principal executive offices of Saratoga Investment Advisors are located at 535 Madison Avenue, New York, New York 10022.

Administration Agreement

        Pursuant to a separate administration agreement, Saratoga Investment Advisors, who also serves as our administrator, furnishes us with office facilities, equipment and clerical, book-keeping and record keeping services. The administration agreement has an initial two year term commencing on July 30, 2010. Under the administration agreement, our administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain, preparing reports for our stockholders and reports required to be filed with the SEC. In addition, our administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under the administration agreement equal an amount based upon our allocable portion of our administrator's overhead in performing its obligations under the administration agreement, including rent and our allocable portion of the cost of our officers and their respective staffs relating to the performance of services under this agreement (including travel expenses). Our allocable portion is based on the proportion that our total assets bears to the total assets administered or managed by our administrator. Under the administration agreement, our administrator also provides managerial assistance, on our behalf, to those portfolio companies who accept our offer of assistance. The amount payable under the administration agreement is currently capped at $1.0 million for each annual term of the agreement. The administration agreement may be terminated by either party without penalty upon 60 days written notice to the other party.

        Under the administration agreement, Saratoga Investment Advisors and certain of its affiliates are not liable to us for any action taken or omitted to be taken by Saratoga Investment Advisors in connection with the performance of any of its duties or obligations under the agreement.

        We also provide indemnification to Saratoga Investment Advisors and certain of its affiliates for damages, liabilities, costs and expenses incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding arising out of or otherwise based upon the performance of any of its duties or obligations under the agreement or otherwise as an administrator to

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us. However, we do not provide indemnification against any liability to us or our security holders to which Saratoga Investment Advisors or such affiliates would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any such person's duties or by reason of the reckless disregard of its duties and obligations under the agreement.

License Agreement

        We entered into a trademark license agreement with Saratoga Investment Advisors, pursuant to which Saratoga Investment Advisors grants us a non-exclusive, royalty-free license to use the name "Saratoga." Under this agreement, we have a right to use the "Saratoga" name, for so long as Saratoga Investment Advisors or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the "Saratoga" name. Saratoga Investment Advisors has the right to terminate the license agreement if it is no longer acting as our investment adviser. In the event the investment advisory and management agreement is terminated, we would be required to change our name to eliminate the use of the name "Saratoga."

Business Development Company Regulations

        We have elected to be treated as a BDC under the 1940 Act. As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters, and requires that a majority of the directors be persons other than "interested persons," as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC, unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company's stock present at a meeting if more than 50% of the outstanding stock of such company is present and represented by proxy or (ii) more than 50% of the outstanding stock of such company.

        Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The principal categories of qualifying assets relevant to our business are the following:

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        As a BDC we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. Pursuant to a separate administration agreement, our investment adviser provides such managerial assistance on our behalf to portfolio companies that request this assistance, recognizing that our involvement with each investment will vary based on factors including the size of the company, the nature of our investment, the company's overall stage of development and our relative position in the capital structure. We may receive fees for these services.

        In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above under "—Qualifying assets." However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

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        As a BDC, pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the asset diversification requirements in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our investment adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

        As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any indebtedness and senior securities remain outstanding, we must generally make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or stock unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.

        We are generally not able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, warrants, options or rights to acquire our common stock, at a price below the current net asset value of the common stock if our board of directors determines that such sale is in our best interests and that of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the market value of such securities (less any distributing commission or discount). We may also make rights offerings to our stockholders at prices per share less than the net asset value per share, subject to applicable requirements of the 1940 Act.

        As a BDC, we and Saratoga Investment Advisors have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code's requirements.

        SEC registered investment advisers that have the authority to vote (client) proxies (which authority may be implied from a general grant of investment discretion) are required to adopt policies and

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procedures reasonably designed to ensure that the adviser votes proxies in the best interests of its clients. Registered investment advisers also must maintain certain records on proxy voting. In most cases, we will invest in securities that do not generally entitle us to voting rights in our portfolio companies. When we do have voting rights, we will delegate the exercise of such rights to our investment adviser.

        Saratoga Investment Advisors has particular proxy voting policies and procedures in place. In determining how to vote, officers of Saratoga Investment Advisors will consult with each other, taking into account our interests and the interests of our investors, as well as any potential conflicts of interest. Saratoga Investment Advisors will consult with legal counsel to identify potential conflicts of interest. Where a potential conflict of interest exists, Saratoga Investment Advisors may, if it so elects, resolve it by following the recommendation of a disinterested third party, by seeking the direction of our independent directors or, in extreme cases, by abstaining from voting. While Saratoga Investment Advisors may retain an outside service to provide voting recommendations and to assist in analyzing votes, it will not delegate its voting authority to any third party.

        An officer of Saratoga Investment Advisors will keep a written record of how all such proxies are voted. It will retain records of (1) proxy voting policies and procedures, (2) all proxy statements received (or it may rely on proxy statements filed on the SEC's EDGAR system in lieu thereof), (3) all votes cast, (4) investor requests for voting information, and (5) any specific documents prepared or received in connection with a decision on a proxy vote. If it uses an outside service, Saratoga Investment Advisors may rely on such service to maintain copies of proxy statements and records, so long as such service will provide a copy of such documents promptly upon request.

        Saratoga Investment Advisors' proxy voting policies are not exhaustive and are designed to be responsive to the wide range of issues that may be subject to a proxy vote. In general, Saratoga Investment Advisors will vote our proxies in accordance with these guidelines unless: (1) it has determined otherwise due to the specific and unusual facts and circumstances with respect to a particular vote, (2) the subject matter of the vote is not covered by these guidelines, (3) a material conflict of interest is present, or (4) it finds it necessary to vote contrary to its general guidelines to maximize stockholder value or our best interests.

        In reviewing proxy issues, Saratoga Investment Advisors generally will use the following guidelines:

        Elections of Directors:    In general, Saratoga Investment Advisors will vote in favor of the management-proposed slate of directors. If there is a proxy fight for seats on a portfolio company's board of directors, or Saratoga Investment Advisors determines that there are other compelling reasons for withholding our vote, it will determine the appropriate vote on the matter. It may withhold votes for directors that fail to act on key issues, such as failure to: (1) implement proposals to declassify a board, (2) implement a majority vote requirement, (3) submit a rights plan to a stockholder vote or (4) act on tender offers where a majority of stockholders have tendered their shares. Finally, Saratoga Investment Advisors may withhold votes for directors of non-U.S. issuers where there is insufficient information about the nominees disclosed in the proxy statement.

        Appointment of Auditors:    We believe that a portfolio company remains in the best position to choose its independent auditors and Saratoga Investment Advisors will generally support management's recommendation in this regard.

        Changes in Capital Structure:    Changes in a portfolio company's organizational documents may be required by state or federal regulation. In general, Saratoga Investment Advisors will cast our votes in accordance with the management on such proposals. However, Saratoga Investment Advisors will consider carefully any proposal regarding a change in corporate structure that is not required by state or federal regulation.

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        Corporate Restructurings, Mergers and Acquisitions:    We believe proxy votes dealing with corporate reorganizations are an extension of the investment decision. Accordingly, Saratoga Investment Advisors will analyze such proposals on a case-by-case basis and vote in accordance with its perception of our interests.

        Proposals Affecting Stockholder Rights:    We will generally vote in favor of proposals that give stockholders a greater voice in the affairs of a portfolio company and oppose any measure that seeks to limit such rights. However, when analyzing such proposals, Saratoga Investment Advisors will balance the financial impact of the proposal against any impairment of stockholder rights as well as of our investment in the portfolio company.

        Corporate Governance:    We recognize the importance of good corporate governance. Accordingly, Saratoga Investment Advisors will generally favor proposals that promote transparency and accountability within a portfolio company.

        Anti-Takeover Measures:    Saratoga Investment Advisors will evaluate, on a case-by-case basis, any proposals regarding anti-takeover measures to determine the likely effect on stockholder value dilution.

        Share Splits:    Saratoga Investment Advisors will generally vote with management on share split matters.

        Limited Liability of Directors:    Saratoga Investment Advisors will generally vote with management on matters that could adversely affect the limited liability of directors.

        Social and Corporate Responsibility:    Saratoga Investment Advisors will review proposals related to social, political and environmental issues to determine whether they may adversely affect stockholder value. It may abstain from voting on such proposals where they do not have a readily determinable financial impact on stockholder value.

        We are committed to protecting the privacy of our stockholders. The following explains the privacy policies of Saratoga Investment Corp., Saratoga Investment Advisors and their affiliated companies.

        We will safeguard, according to strict standards of security and confidentiality, all information we receive about our stockholders. The only information we collect from stockholders is the holder's name, address, number of shares and social security number. This information is used only so that we can send annual reports and other information about us to the stockholder, and send the stockholder proxy statements or other information required by law.

        We do not share this information with any non-affiliated third party except as described below.

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        As a BDC, we will be periodically examined by the SEC for compliance with the 1940 Act.

        We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

        We and Saratoga Investment Advisors are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering the policies and procedures.

        We may be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors who are not interested persons and, in some cases, prior approval by the SEC. Thus, based on current SEC interpretations, co-investment transactions involving a BDC like us and an entity that is advised by Saratoga Investment Advisors or an affiliated adviser generally could not be effected without SEC relief. The staff of the SEC has, however, granted no-action relief permitting for purchases of a single class of privately-placed securities provided that the adviser negotiates no term other than price and certain other conditions are met. As a result, currently we only expect to co-invest on a concurrent basis with affiliates of Saratoga Investment Advisors when each of us will own the same securities of the issuer and when no term is negotiated other than price. Any such investment would be made, subject to compliance with existing regulatory guidance, applicable regulations and our allocation procedures.

        We may in the future submit an exemptive application to the SEC to permit greater flexibility to negotiate the terms of co-investments because we believe that it will be advantageous for us to co-invest with affiliates of Saratoga Investment Advisors where such investment is consistent with the investment objective, investment positions, investment policies, investment strategies, investment restrictions, regulatory requirements and other pertinent factors applicable to us. However, there is no assurance that any application for exemptive relief, if made, would be granted by the SEC.

Small Business Investment Company Regulations

        On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP, received an SBIC license from the SBA.

        The SBIC license allows our SBIC subsidiary to obtain leverage by issuing SBA-guaranteed debentures, subject to the satisfaction of certain customary procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed at the time of issuance at a market-driven spread over U.S. Treasury Notes with 10-year maturities.

        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 $18 million and have average annual fully taxed net income not exceeding $6 million for the two most recent fiscal years. In addition, an SBIC must devote 25% of its investment activity to "smaller" concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding $6 million and has average annual fully taxed net

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income not exceeding $2 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.

        SBA regulations currently limit the amount of SBA-guaranteed debentures that an SBIC may issue to $150 million when it has at least $75 million in regulatory capital. Affiliated SBICs are permitted to issue up to a combined maximum amount of $225 million in SBA-guaranteed debentures when they have at least $112.5 million in combined regulatory capital. As of May 23, 2012, our SBIC subsidiary had $25 million in regulatory capital and no SBA-guaranteed debentures outstanding. The SBA restricts the ability of SBICs to repurchase their capital stock. SBA regulations also include restrictions on a "change of control" or transfer of an SBIC and require that SBICs invest idle funds in accordance with SBA regulations. In addition, our SBIC subsidiary may also be limited in its ability to make distributions to us if it does not have sufficient capital, in accordance with SBA regulations.

        Our SBIC subsidiary is subject to regulation and oversight by the SBA, including requirements with respect to maintaining certain minimum financial ratios and other covenants. Receipt of an SBIC license does not assure that our SBIC subsidiary will receive SBA guaranteed debenture funding, which is dependent upon our SBIC subsidiary continuing to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to our SBIC subsidiary's assets over our stockholders in the event we liquidate our SBIC subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued by our SBIC subsidiary upon an event of default.

Available Information

        We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Securities Exchange of 1934, as amended (the "Exchange Act"). You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. In addition, the SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC at http://www.sec.gov. Our Internet address is http://www.saratogainvestmentcorp.com. We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this Annual Report, and you should not consider that information to be part of this Annual Report.

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Item 1A.    Risk Factors

        Investing in our common stock involves a high degree of risk. The risks set forth below are not the only risks we face. If any of the following risks occur, our business and financial condition could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline.

The current state of the economy and financial markets increases the likelihood of adverse effects on our financial position and results of operations.

        The broader economic fundamentals of the United States economy remain uncertain. Unemployment levels remain elevated and other economic fundamentals remain depressed. In the event that the United States economic performance contracts, it is likely that the financial results of middle market companies, like those in which we invest, could experience deterioration or limited growth, which could ultimately lead to difficulty in meeting their debt service requirements and an increase in defaults. Consequently, we can provide no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic or other conditions, which could also have a negative impact on our future results.

        Although we have been able to secure access to additional liquidity, the potential for volatility in the debt and in the equity capital markets provides no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

Saratoga Investment Advisors has a limited history of managing a BDC or a RIC.

        The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other investment vehicles previously managed by the principals of Saratoga Investment Advisors. For example, under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private or thinly-traded companies. Moreover, qualification for taxation as a RIC under subchapter M of the Code requires satisfaction of source-of-income and diversification requirements and our ability to avoid corporate-level taxes on our income and gains depends on our satisfaction of distribution requirements. The failure to comply with these provisions in a timely manner could prevent us from qualifying as a BDC or RIC or could force us to pay unexpected taxes and penalties, which could be material.

        Saratoga Investment Advisors has been our investment adviser since July 30, 2010. Prior to that time, Saratoga Investment Advisors did not have any prior experience managing a BDC or RIC and its lack of experience in managing a portfolio of assets under the constraints imposed by the 1940 Act and the Code on a BDC and a RIC, respectively, may hinder its ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objective.

We may be obligated to pay Saratoga Investment Advisors incentive fees even if we incur a net loss, regardless of the market value of our common stock.

        Saratoga Investment Advisors is entitled to incentive fees for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before deducting incentive compensation, but net of operating expenses and certain other items) above a threshold return for that quarter. Our pre-incentive fee net investment income, for incentive compensation purposes, excludes realized and unrealized capital gains or losses that we may incur in the fiscal quarter, even if such capital gains or losses result in a net gain or loss on our statement of operations for that quarter. Thus, we may be required to pay Saratoga Investment Advisors incentive fees for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter.

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Under the terms of the investment advisory and management agreement, we may have to pay incentive fees to Saratoga Investment Advisors in connection with the sale of an investment that is sold at a price higher than the fair value of such investment on May 31, 2010, even if we incur a loss on the sale of such investment.

        Incentive fees on capital gains paid to Saratoga Investment Advisors under the investment advisory and management agreement equals 20% of our "incentive fee capital gains," which equals our realized capital gains on a cumulative basis from May 31, 2010 through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee. Under the investment advisory and management agreement, 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 Saratoga Investment Advisors will be entitled to 20% of the incentive fee capital gains that arise after May 31, 2010. In addition, 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. As a result, we may be required to pay incentive fees to Saratoga Investment Advisors on the sale of an investment even if we incur a realized loss on such investment, so long as the investment is sold for an amount greater than its fair value as of May 31, 2010.

The way in which the base management and incentive fees under the investment advisory and management agreement is determined may encourage Saratoga Investment Advisors to take actions that may not be in our stockholders' best interests.

        The incentive fee payable by us to our investment adviser may create an incentive for it to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement, which could result in higher investment losses, particularly during cyclical economic downturns. The way in which the incentive fee payable to our investment adviser is determined, which is calculated separately in two components as a percentage of the income (subject to a hurdle rate) and as a percentage of the realized gain on invested capital, may encourage our investment adviser to use leverage to increase the return on our investments or otherwise manipulate our income so as to recognize income in quarters where the hurdle rate is exceeded. Moreover, we pay Saratoga Investment Advisors a base management fee based on our total assets, including any investments made with borrowings, which may create an incentive for it to cause us to incur more leverage than is prudent, or not to repay our outstanding indebtedness when it may be advantageous for us to do so, in order to maximize its compensation. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor the holders of our common stock.

        The incentive fee payable by us to our investment adviser also may create an incentive for our investment adviser to invest on our behalf in instruments that have a deferred interest feature. Under these investments, we would accrue the interest over the life of the investment but would not receive the cash income from the investment until the end of the investment's term, if at all. Our net investment income used to calculate the income portion of our incentive fee, however, includes accrued interest. Thus, a portion of the incentive fee would be based on income that we have not yet received in cash and may never receive in cash if the portfolio company is unable to satisfy such interest payment obligation to us. Consequently, while we may make incentive fee payments on income accruals that we may not collect in the future and with respect to which we do not have a "claw back" right against our investment adviser per se, the amount of accrued income written off in any period will reduce the income in the period in which such write-off was taken and may thereby reduce such period's incentive fee payment.

        In addition, Saratoga Investment Advisors receives a quarterly income incentive fee based, in part, on our pre-incentive fee net investment income, if any, for the immediately preceding calendar quarter. This income incentive fee is subject to a fixed quarterly hurdle rate before providing an income

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incentive fee return to Saratoga Investment Advisors. This fixed hurdle rate was determined when then current interest rates were relatively low on a historical basis. Thus, if interest rates rise, it would become easier for our investment income to exceed the hurdle rate and, as a result, more likely that Saratoga Investment Advisors will receive an income incentive fee than if interest rates on our investments remained constant or decreased.

        Moreover, our investment adviser receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike the portion of the incentive fee based on income, there is no performance threshold applicable to the portion of the incentive fee based on net capital gains. As a result, our investment adviser may have a tendency to invest more in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

        Our board of directors will seek to ensure that Saratoga Investment Advisors is acting in the best interests of our stockholders and that any conflict of interest faced by Saratoga Investment Advisors in its capacity as our investment adviser does not negatively impact us.

The base management fee we pay to Saratoga Investment Advisors may cause it to increase our leverage contrary to our interest.

        We pay Saratoga Investment Advisors a quarterly base management fee based on the value of our total assets (including any assets acquired with leverage). Accordingly, Saratoga Investment Advisors has an economic incentive to increase our leverage. Our board of directors monitors the conflicts presented by this compensation structure by approving the amount of leverage that we incur. If our leverage is increased, we will be exposed to increased risk of loss, bear the increase cost of issuing and servicing such senior indebtedness, and will be subject to any additional covenant restrictions imposed on us in an indenture or other instrument or by the applicable lender.

We employ leverage, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.

        Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in us. We borrow from and issue senior debt securities to banks and other lenders. Holders of these senior securities have fixed dollar claims on our assets that are superior to the claims of our common stockholders. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock dividend payments. Leverage is generally considered a speculative investment technique and involves risks and special considerations for stockholders, including:

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Saratoga Investment Advisors' liability is limited under the investment advisory and management agreement and we will indemnify Saratoga Investments Advisors against certain liabilities, which may lead it to act in a riskier manner on our behalf than it would when acting for its own account.

        Saratoga Investment Advisors has not assumed any responsibility to us other than to render the services described in the investment advisory and management agreement. Pursuant to the investment advisory and management agreement, Saratoga Investment Advisors and its officers and employees are not liable to us for their acts under the investment advisory and management agreement absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect Saratoga Investment Advisors and its officers and employees with respect to all damages, liabilities, costs and expenses resulting from acts of Saratoga Investment Advisors not arising out of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties under the investment advisory and management agreement. These protections may lead Saratoga Investment Advisors to act in a riskier manner when acting on our behalf than it would when acting for its own account.

Substantially all of our assets are subject to security interests under our senior secured revolving credit facility with Madison Capital Funding, or claims of the SBA with respect to SBA-guaranteed debentures we may issue and if we default on our obligations thereunder, we may suffer adverse consequences, including Madison Capital Funding and/or the SBA foreclosing on our assets.

        Substantially all of our assets are pledged as collateral under our senior secured revolving credit facility with Madison Capital Funding or will be subject to a superior claim over our stockholders by the SBA once we have issued SBA-guaranteed debentures. If we default on our obligations under this facility, or upon their issuance, SBA-guaranteed debentures, Madison Capital Funding may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or superior claim. In such event, we may be forced to sell our investments to raise funds to repay our outstanding borrowings in order to avoid foreclosure and these forced sales may be at times and at prices we would not consider advantageous. Moreover, such deleveraging of our company could significantly impair our ability to effectively operate our business in the manner in which we have historically operated.

        In addition, if Madison Capital Funding exercises its right to sell the assets pledged under the senior secured revolving credit facility, such sales may be completed at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to us after repayment of the amounts outstanding under the senior secured revolving credit facility.

Changes in interest rates may affect our cost of capital and net investment income.

        Because we may borrow to fund our investments, a portion of our net investment income may be dependent upon the difference between the interest rate at which we borrow funds and the interest rate at which we invest these funds. A portion of our investments will have fixed interest rates, while a portion of our borrowings will likely have floating interest rates. As a result, a significant change in market interest rates could have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds could increase, which would reduce our net investment income. We may hedge against such interest rate fluctuations by using standard hedging instruments such as

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futures, options and forward contracts, subject to applicable legal requirements, including without limitation, all necessary registrations (or exemptions from registration) with the Commodity Futures Trading Commission. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

There are significant potential conflicts of interest which could adversely impact our investment returns.

        Our executive officers and directors, and the members of our investment adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, Christian L. Oberbeck, our chief executive officer and managing member of our investment adviser, is the managing partner of Saratoga Partners, a middle market private equity investment firm. In addition, the principals of our investment adviser may manage other funds which may from time to time have overlapping investment objectives with those of us and accordingly invest in, whether principally or secondarily, asset classes similar to those targeted by us. If this should occur, the principals of our investment adviser will face conflicts of interest in the allocation of investment opportunities to us and such other funds. Although our investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, we and our common stockholders could be adversely affected in the event investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and investment adviser, and the members of our investment adviser.

We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.

        We may distribute taxable dividends that are payable in part in our stock. For example, on November 15, 2011, our board of directors declared a dividend of $3.00 per share to shareholders payable in cash or shares of our common stock. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service has issued private rulings indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under these rulings, if too many stockholders elect to receive their distributions in cash, each such stockholder would receive a pro rata share of the total cash to be distributed and would receive the remainder of their distribution in shares of stock. If we decide to make any distributions consistent with these rulings that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for United States federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.

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Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and any failure by us to comply with laws or regulations governing our operations may adversely affect our business.

        We are subject to regulation at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Any change in these laws or regulations, or their interpretation, or any failure by us to comply with these laws or regulations may adversely affect our business.

Regulations governing our operation as a BDC will affect our ability to raise additional capital.

        Under the provisions of the 1940 Act, we are permitted, as a BDC, to incur indebtedness or issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. As a business development company, therefore, we may need to issue equity more frequently than our privately owned competitors, which may lead to greater stockholder dilution.

        We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the current net asset value of the common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the market value of such securities (less any commission or discount). If our common stock trades at a discount to net asset value, this restriction could adversely affect our ability to raise capital.

The agreement governing our senior secured revolving credit facility with Madison Capital Funding contains various covenants that, among other things, limits our discretion in operating our business and provides for certain minimum financial covenants.

        We have entered into a senior secured revolving credit facility with Madison Capital Funding. The agreement governing this facility contains customary default provisions such as the termination or departure of either Messrs. Oberbeck, Petrocelli or Grisius, a material adverse change in our business and the failure to maintain certain minimum loan quality and performance standards. An event of default under the facility would result, among other things, in termination of the availability of further funds under the facility and an accelerated maturity date for all amounts outstanding under the facility, which would likely disrupt our business and, potentially, the portfolio companies whose loans we financed through the facility. This could reduce our revenues and, by delaying any cash payment allowed to us under the facility until the lender has been paid in full, reduce our liquidity and cash flow and impair our ability to grow our business and maintain our status as a RIC.

        Each loan origination under the facility is subject to the satisfaction of certain conditions. We cannot assure you that we will be able to borrow funds under the facility at any particular time or at all.

There is a risk that you may not receive distributions or that our distributions may not grow over time.

        As a BDC for 1940 Act purposes and a RIC for U.S. federal income tax purposes, we intend to make distributions out of assets legally available for distribution to our stockholders once such distributions are authorized by our board of directors and declared by us. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or

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year-to-year increases in cash distributions. In addition, due to the asset coverage test that is applicable to us as a BDC, we may be limited in our ability to make distributions. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution.

A failure on our part to maintain our qualification as a BDC would significantly reduce our operating flexibility.

        If we fail to qualify as a BDC, we might be regulated as a registered closed-end investment company under the 1940 Act, which would significantly decrease our operating flexibility.

We will be subject to corporate-level income tax if we fail to qualify as a RIC.

        We seek to maintain our qualification as a RIC under the Code, which requires us to qualify continuously as a BDC and meet certain source of income, distribution and asset diversification requirements.

        The source of income requirement is satisfied if we derive at least 90% of our annual gross income from interest, dividends, payments with respect to certain securities loans, gains from the sale or other disposition of securities or options thereon or foreign currencies, or other income derived with respect to our business of investing in such securities or currencies, and net income from interests in "qualified publicly traded partnerships," as defined in the Code.

        The annual distribution requirement is satisfied if we distribute to our stockholders on an annual basis an amount equal to at least 90% of our ordinary net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses. We are subject to certain asset coverage ratio requirements under the 1940 Act and covenants under the senior secured revolving credit facility we have with Madison Capital Funding that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. In such case, if we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax.

        The diversification requirements will be satisfied if we diversify our holdings so that at the end of each quarter of the taxable year: (i) at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other regulated investment companies, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and (ii) no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other regulated investment companies, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in certain publicly traded partnerships.

        Failure to meet these tests may result in our having to (i) dispose of certain investments quickly or (ii) raise additional capital to prevent the loss of our RIC qualification. Because most of our investments will be in private companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we raise additional capital to satisfy the asset diversification requirements, it could take us time to invest such capital. During this period, we will invest the additional capital in temporary investments, such as cash and cash equivalents, which we expect will earn yields substantially lower than the interest income that we anticipate receiving in respect of investments in leveraged loans and mezzanine debt.

        If we fail to qualify as a RIC for any reason, all of our taxable income will be subject to U.S. federal income tax at regular corporate rates. The resulting corporate taxes could substantially reduce

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our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders.

Because we intend to distribute between 90% and 100% of our income to our stockholders in connection with our election to be treated as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired.

        In order to qualify for the tax benefits available to RICs and to minimize corporate-level taxes, we intend to distribute to our stockholders between 90% and 100% of our annual taxable income, except that we may retain certain net capital gains for investment, and treat such amounts as deemed distributions to our stockholders. If we elect to treat any amounts as deemed distributions, we must pay income taxes at the corporate rate on such deemed distributions on behalf of our stockholders. As a result of these requirements, we will likely need to raise capital from other sources to grow our business. As a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all of our borrowings and any outstanding preferred stock, of at least 200%. These requirements limit the amount that we may borrow. Because we will continue to need capital to grow our investment portfolio, these limitations may prevent us from incurring debt and require us to raise additional equity at a time when it may be disadvantageous to do so.

        While we expect to be able to borrow and to issue additional debt and equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, or at all. Also, as a BDC, we generally are not permitted to issue equity securities priced below net asset value without stockholder approval. If additional funds are not available to us, we could be forced to curtail or cease new investment activities, and our net asset value and share price could decline.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash in respect of such income.

        For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, we may on occasion hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind interest ("PIK") or, in certain cases, increasing interest rates or issued with warrants) and we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. For the year ended February 29, 2012, we received PIK income of $1.4 million. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. In addition, we may be required to accrue for federal income tax purposes amounts attributable to our investment in GSC Investment Corp. CLO 2007 LTD., a collateralized loan obligation fund, that may differ from the distributions paid in respect of our investment in the subordinated notes of such collateralized loan obligation fund because of the factors set forth above or because distributions on the subordinated notes are contractually required to be diverted for reinvestment or to pay down outstanding indebtedness.

        Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to obtain and maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are

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not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

Our ability to enter into transactions with our affiliates is restricted.

        We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of the members of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act and we are generally prohibited from buying or selling any securities (other than our securities) from or to such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibits certain "joint" transactions with certain of our affiliates, which could include investments in the same portfolio company, without prior approval of our independent directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we are prohibited from buying or selling any security (other than any security of which we are the issuer) from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions with such person, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers, directors or investment adviser or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any portfolio company of a private equity fund managed by our investment adviser without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

We operate in a highly competitive market for investment opportunities.

        A number of entities compete with us to make the types of investments that we make in private middle market companies. We compete with other BDCs, public and private funds (including SBICs), commercial and investment banks, commercial financing companies, insurance companies, high-yield investors, hedge funds, and, to the extent they provide an alternative form of financing, private equity funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. Some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments that could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we cannot assure you that we will be able to identify and make investments that meet our investment objective.

        We do not seek to compete primarily based on the interest rates we offer and we believe that some of our competitors may make loans with interest rates that are comparable to or lower than the rates we offer.

        We may lose investment opportunities if we do not match our competitors' pricing, terms and structure. If we match our competitors' pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may make investments that are on better terms to our portfolio companies than we originally anticipated, which may impact our return on these investments.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

        Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods.

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Adverse economic conditions also may decrease the value of collateral securing some of our debt investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

        We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Although we seek to maintain a diversified portfolio in accordance with our business strategies, to the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market's assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our RIC asset diversification requirements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.

Our financial condition and results of operation depend on our ability to manage future investments effectively.

        Our ability to achieve our investment objective depends on our ability to acquire suitable investments and monitor and administer those investments, which depends, in turn, on Saratoga Investment Advisors' ability to identify, invest in and monitor companies that meet our investment criteria.

        Accomplishing this result on a cost-effective basis is largely a function of Saratoga Investment Advisors' structuring of the investment process and its ability to provide competent, attentive and efficient service to us. Our executive officers and the officers and employees of Saratoga Investment Advisors have substantial responsibilities in connection with their roles at Saratoga Partners as well as responsibilities under the investment advisory and management agreement. They may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order to grow, Saratoga Investment Advisors may need to hire, train, supervise and manage new employees. However, we cannot assure you that any such employees will contribute to the work of Saratoga Investment Advisors. Any failure to manage our future growth effectively could have a material adverse effect on our business and financial condition

We are exposed to risks associated with changes in interest rates.

        General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital. In addition, an increase in interest rates would make it more expensive to use debt to finance our investments. Decreases in credit spreads on debt that pays a floating rate of return would have an impact on the income generation of our floating rate assets. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of up to ten years. This means that we will be subject to greater risk (other things being equal) than an entity

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investing solely in shorter-term securities. A decline in the prices of the debt we own could adversely affect the trading price of our common stock.

We may experience fluctuations in our quarterly results.

        We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt investments we make, the default rate on such investments, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Substantially all of our portfolio investments are recorded at fair value as approved in good faith by our board of directors; such valuations are inherently uncertain and may be materially higher or lower than the values that we ultimately realize upon the disposal of such investments.

        A large percentage of our portfolio is, and we expect will continue to be, comprised of investments that are not publicly traded. The value of investments that are not publicly traded may not be readily determinable. We value these investments quarterly at fair value as approved in good faith by our board of directors. Where appropriate, Saratoga Investment Advisers may utilize the services of an independent valuation firm to aid it in determining fair value. The types of factors that may be considered in valuing our investments include the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings, the markets in which the portfolio company does business, market yield trend analysis, comparison to publicly traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.

If we make unsecured debt investments, we may lack adequate protection in the event our portfolio companies become distressed or insolvent and will likely experience a lower recovery than more senior debtholders in the event our portfolio companies defaults on their indebtedness.

        We make unsecured debt investments in portfolio companies. Unsecured debt investments are unsecured and junior to other indebtedness of the portfolio company. As a consequence, the holder of an unsecured debt investment may lack adequate protection in the event the portfolio company becomes distressed or insolvent and will likely experience a lower recovery than more senior debtholders in the event the portfolio company defaults on its indebtedness. In addition, unsecured debt investments of middle-market companies are often highly illiquid and in adverse market conditions may experience steep declines in valuation even if they are fully performing.

If we invest in the securities and other obligations of distressed or bankrupt companies, such investments may be subject to significant risks, including lack of income, extraordinary expenses, uncertainty with respect to satisfaction of debt, lower-than expected investment values or income potentials and resale restrictions.

        We are authorized to invest in the securities and other obligations of distressed or bankrupt companies. At times, distressed debt obligations may not produce income and may require us to bear certain extraordinary expenses (including legal, accounting, valuation and transaction expenses) in order to protect and recover our investment. Therefore, to the extent we invest in distressed debt, our ability to achieve current income for our stockholders may be diminished.

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        We also will be subject to significant uncertainty as to when and in what manner and for what value the distressed debt we invest in will eventually be satisfied (e.g., through a liquidation of the obligor's assets, an exchange offer or plan of reorganization involving the distressed debt securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange offer is made or plan of reorganization is adopted with respect to distressed debt held by us, there can be no assurance that the securities or other assets received by us in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made.

        Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As a result of our participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be restricted from disposing of such securities if we are in possession of material non-public information relating to the issuer.

Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

        Certain loans that we make to portfolio companies will be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the company's remaining assets, if any.

        The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken with respect to the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.

The lack of liquidity in our investments may adversely affect our business.

        We primarily make investments in private companies. A portion of these securities may be subject to legal and other restrictions on resale, transfer, pledge or other disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an

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investment in a business entity to the extent that we or our investment adviser has or could be deemed to have material non-public information regarding such business entity.

The debt securities in which we invest are subject to credit risk and prepayment risk.

        An issuer of a debt security may be unable to make interest payments and repay principal. We could lose money if the issuer of a debt obligation is, or is perceived to be, unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The downgrade of a security by rating agencies may further decrease its value.

        Certain debt instruments may contain call or redemption provisions which would allow the issuer thereof to prepay principal prior to the debt instrument's stated maturity. This is known as prepayment risk. Prepayment risk is greater during a falling interest rate environment as issuers can reduce their cost of capital by refinancing higher interest debt instruments with lower interest debt instruments. An issuer may also elect to refinance their debt instruments with lower interest debt instruments if the credit standing of the issuer improves. To the extent debt securities in our portfolio are called or redeemed, we may receive less than we paid for such security and we may be forced to reinvest in lower yielding securities or debt securities of issuers of lower credit quality.

Our investment in GSC Investment Corp. CLO 2007 LTD. constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility.

        At February 29, 2012, our investment in the subordinated notes of GSC Investment Corp. CLO 2007 LTD., a collateralized loan obligation fund, had a fair value of $25.8 million and constituted 27.1% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of February 29, 2012, was composed of $380.2 million in aggregate principal amount of primarily senior secured first lien term loans and $17.8 million in uninvested cash. A first loss position means that we will suffer the first economic losses if the value of GSC Investment Corp. CLO 2007 LTD decreases. First loss positions typically carry a higher risk and earn a higher yield. Interest payments generated from this portfolio will be used to pay the administrative expenses of GSC Investment Corp. CLO 2007 LTD. and interest on the debt issued by GSC Investment Corp. CLO 2007 LTD. before paying a return on the subordinated notes. Principal payments will be similarly applied to pay administrative expenses of GSC Investment Corp. CLO 2007 LTD. and for reinvestment or repayment of GSC Investment Corp. CLO 2007 LTD. debt before paying a return on, or repayment of, the subordinated notes. In addition, 80% of our fixed management fee and 100% our incentive management fee for acting as the collateral manager of GSC Investment Corp. CLO 2007 LTD. is subordinated to the payment of interest and principal on GSC Investment Corp. CLO 2007 LTD. debt. Any losses on the portfolio will accordingly reduce the cash flow available to pay these management fees and provide a return on, or repayment of, our investment. Depending on the amount and timing of such losses, we may experience smaller than expected returns and, potentially, the loss of our entire investment.

        As the manager of the portfolio of GSC Investment Corp. CLO 2007 LTD., we will have some ability to direct the composition of the portfolio, but our discretion is limited by the terms of the debt issued by GSC Investment Corp. CLO 2007 LTD., which may limit our ability to make investments that we feel are in the best interests of the subordinated notes, and the availability of suitable investments. The performance of the portfolio is also subject to many of the same risks sets forth in this Annual Report with respect to portfolio investments in leveraged loans.

Available information about privately held companies is limited.

        We invest primarily in privately-held companies. Generally, little public information exists about these companies, and we are required to rely on the ability of our investment adviser's investment professionals to obtain adequate information to evaluate the potential returns from investing in these

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companies. These companies and their financial information are not subject to the Sarbanes-Oxley Act of 2002 and other rules that govern public companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments.

When we are a debt or minority equity investor in a portfolio company, we may not be in a position to control the entity, and its management may make decisions that could decrease the value of our investment.

        We make both debt and minority equity investments; therefore, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.

Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.

        Our portfolio companies usually will have, or may be permitted to incur, other debt, or issue other equity securities that rank equally with, or senior to, our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments. These debt instruments will usually prohibit the portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debtor ranking equally with our investments, we would have to share on an equal basis any distributions with other holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

        If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower's business or exercise control over the borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken if we actually render significant managerial assistance.

Investments in equity securities involve a substantial degree of risk.

        We purchase common stock and other equity securities. Although equity securities have historically generated higher average total returns than fixed-income securities over the long-term, equity securities also have experienced significantly more volatility in those returns and in recent years have significantly under performed relative to fixed-income securities. The equity securities we acquire may fail to appreciate and may decline in value or become worthless and our ability to recover our investment will

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depend on our portfolio company's success. Investments in equity securities involve a number of significant risks, including:

        There are special risks associated with investing in preferred securities, including:

Our investments in foreign debt, including that of emerging market issuers, may involve significant risks in addition to the risks inherent in U.S. investments.

        Although there are limitations on our ability to invest in foreign debt, we may, from time to time, invest in debt of foreign companies, including the debt of emerging market issuers. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Investments in the debt of emerging market issuers may subject us to additional risks such as inflation, wage and price controls, and the imposition of trade barriers. Furthermore, economic conditions in emerging market countries are, to some extent, influenced by economic and securities market conditions in other emerging market countries. Although economic conditions are different in each country, investors' reaction to developments in one country can have effects on the debt of issuers in other countries.

        Although most of our investments will be U.S. dollar-denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values

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are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we cannot assure you that we will fully hedge against these risks or that such strategies will be effective.

We may expose ourselves to risks if we engage in hedging transactions.

        We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may expose us to counter-party credit risk. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is generally anticipated at an acceptable price.

Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

        Our board of directors has the authority to modify or waive our current investment objective, operating policies and strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, financial condition, and value of our common stock. However, the effects might be adverse, which could negatively impact our ability to pay dividends and cause you to lose all or part of your investment.

Our common stock may trade at a discount to our net asset value per share.

        Common stock of BDCs, as closed-end investment companies, frequently trade at a discount to net asset value. Our common stock has traded at a discount to our net asset value since shortly after our initial public offering. The risk that our common stock may continue to trade at a discount to our net asset value is separate and distinct from the risk that our net asset value per share may decline.

Our investments may be risky, and you could lose all or part of your investment.

        Substantially all of our debt investments hold a non-investment grade rating by one or more rating agencies or, where not rated by any rating agency, would be below investment grade, if rated. A below investment grade rating means that, in the rating agency's view, there is an increased risk that the obligor on such debt will be unable to pay interest and repay principal on its debt in full. We also invest in debt that defers or pays PIK interest. To the extent interest payments associated with such debt are deferred, such debt will be subject to greater fluctuations in value based on changes in interest rates, such debt could produce taxable income without a corresponding cash payment to us, and since we generally do not receive any cash prior to maturity of the debt, the investment will be of greater risk.

        In addition, private middle market companies in which we invest are exposed to a number of significant risks, including:

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        In addition, our executive officers, directors and our investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies.

Investing in our common stock may involve an above average degree of risk.

        The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.

The market price of our common stock may fluctuate significantly.

        The market price and liquidity of the market for our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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Provisions of our governing documents and the Maryland General Corporation Law could deter future takeover attempts and have an adverse impact on the price of our common stock.

        We are governed by our charter and bylaws, which we refer to as our "governing documents."

        Our governing documents and the Maryland General Corporation Law contain provisions that may have the effect of delaying, deferring or preventing a future transaction or change in control of us that might involve a premium price for our stockholders or otherwise be in their best interest.

        Our charter provides for the classification of our board of directors into three classes of directors, serving staggered three-year terms, which may render a change of control of us or removal of our incumbent management more difficult. Furthermore, any and all vacancies on our board of directors will be filled generally only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term until a successor is elected and qualifies.

        Our board of directors is authorized to create and issue new series of shares, to classify or reclassify any unissued shares of stock into one or more classes or series, including preferred stock and, without stockholder approval, to amend our charter to increase or decrease the number of shares of stock that we have authority to issue, which could have the effect of diluting a stockholder's ownership interest. Prior to the issuance of shares of stock of each class or series, including any reclassified series, our board of directors is required by our governing documents to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of shares of stock.

        Our governing documents also provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws, and to make new bylaws. The Maryland General Corporation Law also contains certain provisions that may limit the ability of a third party to acquire control of us, such as:

        The provisions of the Maryland Business Combination Act will not apply, however, if our board of directors adopts a resolution that any business combination between us and any other person will be exempt from the provisions of the Maryland Business Combination Act. Although our board of directors has adopted such a resolution, there can be no assurance that this resolution will not be altered or repealed in whole or in part at any time. If the resolution is altered or repealed, the provisions of the Maryland Business Combination Act may discourage others from trying to acquire control of us.

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        As permitted by Maryland law, our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by any person of our common stock. Although our bylaws include such a provision, such a provision may also be amended or eliminated by our board of directors at any time in the future, subject to obtaining confirmation from the SEC that it does not object to us being subject to the Maryland Control Share Acquisition Act.

We have no prior experience managing an SBIC and any failure to comply with SBA regulations, resulting from our lack of experience or otherwise, could have an adverse effect on our operations.

        On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP, received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958 and is regulated by the SBA.

        The SBA places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBIC requirements may cause our SBIC subsidiary to forego attractive investment opportunities that are not permitted under SBA regulations.

        Further, SBA regulations require that an SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant SBA regulations. The SBA prohibits, without prior SBA approval, a "change of control" of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10% or more of a class of capital stock of an SBIC. If our SBIC subsidiary fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or regulation promulgated thereunder. These actions by the SBA would, in turn, negatively affect us because our SBIC subsidiary is our wholly-owned subsidiary. We do not have any prior experience managing an SBIC. Our lack of experience in complying with SBA regulations may hinder our ability to take advantage of our SBIC subsidiary's access to SBA-guaranteed debentures.

        Any failure to comply with SBA regulations could have an adverse effect on our operations.

Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock.

        The 1940 Act prohibits us from selling shares of our common stock at a price below the current net asset value per share of such stock, with certain exceptions. One such exception is prior stockholder approval of issuances below net asset value provided that our board of directors makes certain determinations. At our 2011 annual meeting of stockholders, our stockholders approved a proposal that authorizes us to sell shares of our common stock below the then current net asset value per share of our common stock in one or more offerings for a period of one year ending on the earlier of September 27, 2012 or the date of our 2012 annual meeting of stockholders. Our board of directors adopted a policy that requires us to sell or issue shares of our common stock at an offering price per share that is not less than 85% of the then current net asset value per share pursuant to this proposal. No change can be made to this policy without unanimous approval of our independent directors. Continued access to this exception will require approval of similar proposals at future stockholder meetings.

        If we were to sell shares of our common stock below net asset value per share, such sales would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and

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a proportionately greater decrease in a stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance.

        Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

The recent downgrade of the U.S. credit rating and the economic crisis in Europe could negatively impact our liquidity, financial condition and earnings.

        Recent U.S. debt ceiling and budget deficit concerns, together with signs of deteriorating sovereign debt conditions in Europe, have increased the possibility of additional credit-rating downgrades and economic slowdowns. Although U.S. lawmakers passed legislation to raise the federal debt ceiling, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States from "AAA" to "AA+" in August 2011. The impact of this or any further downgrades to the U.S. government's sovereign credit rating, or its perceived creditworthiness, and the impact of the current crisis in Europe with respect to the ability of certain European Union countries to continue to service their sovereign debt obligations is inherently unpredictable and could adversely effect the U.S. and global financial markets and economic conditions. There can be no assurance that governmental or other measures to aid economic recovery will be effective. These developments, and the government's credit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, the decreased credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our stock price. Continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.

Item 1B.    Unresolved Staff Comments

        None.

Item 2.    Properties

        We do not own any real estate or other physical properties important to our operations, however, an affiliate of our investment adviser leases office space for our executive offices at 535 Madison Avenue, New York, New York 10022.

Item 3.    Legal Proceedings

        Neither we nor Saratoga Investment Advisors are currently subject to any material legal proceedings.

Item 4.    Mine Safety Disclosures

        None.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price range of common stock

        Our common stock is traded on the New York Stock Exchange under the symbol "SAR." Prior to July 30, 2010, our common stock traded on the New York Stock Exchange under the symbol "GNV." The following table sets forth, for the two most recent fiscal years and the current fiscal year, the range of high and low sales prices of our common stock as reported on the New York Stock Exchange, the sales price as a percentage of our net asset value ("NAV") and the dividends declared by us for each fiscal quarter. The net asset value per share and high and low sales prices listed below reflect the 1:10 reverse stock split that occurred on August 12, 2010.

Year ended February 28, 2011
  NAV(1)   High   Low  

First Quarter

  $ 34.32   $ 25.50   $ 17.00  

Second Quarter

  $ 29.71   $ 20.40   $ 14.40  

Third Quarter

  $ 24.95   $ 22.66   $ 17.14  

Fourth Quarter

  $ 26.26   $ 21.68   $ 17.23  

 

Year ended February 29, 2012
  NAV(1)   High   Low  

First Quarter

  $ 27.48   $ 18.26   $ 16.69  

Second Quarter

  $ 28.01   $ 17.26   $ 13.58  

Third Quarter

  $ 24.32   $ 13.82   $ 12.35  

Fourth Quarter

  $ 25.12   $ 16.15   $ 12.07  

 

 
   
  Price Range  
Year ended February 28, 2013
  NAV(1)   High   Low  

First Quarter through May 7, 2012

  *     18.25     15.15  

*
Not determinable at the time of filing.

(1)
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of each period.

Holders

        The last reported price for our common stock on May 7, 2012 was $17.85 per share. As of May 7, 2012, there were 24 holders of record of our common stock.

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Dividend Policy

        The following table summaries our dividends or distributions declared during fiscal 2009, 2010, 2011 and 2012:

Date Declared
  Record Date   Payment Date   Amount
per Share
 

May 22, 2008

  May 30, 2008   June 13, 2008   $ 3.90  

August 19, 2008

  August 29, 2008   September 15, 2008   $ 3.90  

December 8, 2008

  December 18, 2008   December 29, 2008   $ 2.50  
               

Total Dividends Declared for Fiscal 2009

          $ 10.30  
               

November 13, 2009

  November 25, 2009   December 31, 2009   $ 18.25 (1)
               

Total Dividends Declared for Fiscal 2010

          $ 18.25  
               

November 12, 2010

  November 19, 2010   December 29, 2010   $ 4.40 (1)
               

Total Dividends Declared for Fiscal 2011

          $ 4.40  
               

November 15, 2011

  November 25, 2011   December 30, 2011   $ 3.00 (1)
               

Total Dividends Declared for Fiscal 2012

          $ 3.00  
               

(1)
This dividend was paid by combination of shares of common stock and cash. Please see the discussion immediately following this table for more detail about the composition of this dividend.

        Our distributions, if any, will be determined by our board of directors and paid out of assets legally available for distribution. Any such distributions will be taxable to our stockholders, including to those stockholders who receive additional shares of our common stock pursuant to our dividend reinvestment plan. Prior to January 2009, we paid quarterly dividends to our stockholders. However, in January 2009, we suspended the practice of paying quarterly dividends to our stockholders and have made three dividend distributions (in December 2011, 2010 and 2009) to our stockholders since such time. We are prohibited from making distributions that cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or that violate our debt covenants.

        Given the size of our asset base and our growing pipeline of attractive investments, our board of directors believes that using our capital resources to build and diversify our portfolio serves stockholders' interests best by better positioning us to generate current income and capital appreciation on an increasing scale in future periods. Therefore, our board of directors determined to pay a 20% cash and 80% stock dividend with respect to a significant portion of our taxable income for our 2012 fiscal year in accordance with certain IRS private letter rulings. For more detailed information about this dividend, please see the discussion below.

        In order to maintain our qualification as a RIC, we must for each fiscal year distribute an amount equal to at least 90% of our ordinary net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses. In addition, we will be subject to federal excise taxes to the extent we do not distribute during the calendar year at least (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no federal income tax. For the 2011 calendar year, the Company made distributions sufficient such that we did not incur any federal excise taxes. We may elect to withhold from distribution a portion of our ordinary income for the 2012 calendar year and/or portion of the capital gains in excess of capital losses realized during the one year period ending October 31, 2012, if any, and, if we do so, we would expect to incur federal excise taxes as a result.

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

        Pursuant to a revenue procedure (Revenue Procedure 2010-12), or the Revenue Procedure, issued by the Internal Revenue Service, or IRS, the IRS indicated that it would treat distributions from certain publicly traded RICs (including BDCs) that were paid part in cash and part in stock as dividends that would satisfy the RIC's annual distribution requirements and qualify for the dividends paid deduction for federal income tax purposes. In order to qualify for such treatment, the Revenue Procedure required that at least 10% of the total distribution be payable in cash and that each stockholder have a right to elect to receive its entire distribution in cash. If too many stockholders elected to receive cash, each stockholder electing to receive cash must receive a proportionate share of the cash to be distributed (although no stockholder electing to receive cash may receive less than 10% of such stockholder's distribution in cash). This Revenue Procedure applied to distributions declared on or before December 31, 2012 with respect to taxable years ending on or before December 31, 2011.

        Although this Revenue Procedure is no longer available and did not apply to our distributions for our fiscal year ended February 29, 2012, the revenue procedure was based upon certain applicable provisions of the Code and the Treasury regulations pursuant to which distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. Consistent with these provisions, the IRS has issued private letter rulings concluding that a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20% of the aggregate declared distribution.

        On November 15, 2011, our board of directors declared a dividend of $3.00 per share payable on December 30, 2011, to common stockholders of record on November 25, 2011. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.0 million or $0.60 per share.

        Based on shareholder elections, the dividend consisted of $2.0 million in cash and 599,584 shares of common stock, or 18% 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.

        On November 12, 2010, we declared a dividend of $4.40 per share which was paid on December 29, 2010. Stockholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that at least 10% of the distribution is payable in cash. Based on shareholder elections, the dividend consisted of $1.2 million in cash and 596,235 shares of common stock, or 22% 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.

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        On November 13, 2009, we declared a dividend of $18.25 per share payable on December 31, 2009. Stockholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all stockholders was limited to $2.1 million or $0.25 per share. Based on stockholder elections, the dividend consisted of $2.1 million in cash and 8,648,725 shares of common stock, or 104% 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 stockholders who elected to receive cash.

Performance Graph

        The following graph compares the return on our common stock with that of the Standard & Poor's 500 Stock Index and the NASDAQ Financial 100 index, for the period from March 23, 2007, the date our common stock began trading, through February 29, 2012. The graph assumes that, on March 23, 2007, a person invested $100 in each of our common stock, the Standard & Poor's 500 Stock Index and the NASDAQ Financial 100 index. The graph measures total shareholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are reinvested in like securities.

GRAPHIC

Sales of unregistered securities

        Not applicable.

Issuer purchases of equity securities

        We did not purchase any shares of our common stock in the open market during the year ended February 29, 2012.

Item 6.    Selected Financial Data

        The following selected financial and other data for the years ended February 29, 2012, February 28, 2011, 2010, 2009 and February 29, 2008 are derived from our consolidated financial statements which have been audited by Ernst & Young LLP, an independent registered public accounting firm, whose report thereon is included within this Annual Report. The data should be read

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in conjunction with our consolidated financial statements and notes thereto, which are included elsewhere in this Annual Report, and Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations".


SARATOGA INVESTMENT CORP.
SELECTED FINANCIAL DATA
(dollar amounts in thousands, except share and per share numbers)

 
  Year Ended
February 29,
2012
  Year Ended
February 28,
2011
  Year Ended
February 28,
2010
  Year Ended
February 28,
2009
  Year Ended
February 29,
2008
 

Income Statement Data:

                               

Interest and related portfolio income:

                               

Interest

  $ 11,262   $ 12,050   $ 13,324   $ 21,142   $ 20,744  

Management fee and other income

    2,250     2,123     2,293     2,245     642  
                       

Total interest and related portfolio income          

    13,512     14,173     15,617     23,387     21,386  
                       

Expenses:

                               

Interest and credit facility financing expenses

    1,298     2,612     4,096     2,605     5,031  

Base management and incentive management fees(1)

    2,875     3,514     2,278     4,432     3,650  

Administrator expenses

    1,000     810     671     961     892  

Administrative and other

    2,638     4,882     3,502     2,433     2,766  

Expense reimbursement

        (2,894 )   (671 )   (1,010 )   (1,789 )
                       

Total operating expenses after reimbursements

    7,811     8,924     9,876     9,421     10,550  
                       

Net investment income before income taxes          

    5,701     5,249     5,741     13,966     10,836  

Income tax expenses, including excise tax

            (27 )   (140 )   (89 )
                       

Net investment income

    5,701     5,249     5,714     13,826     10,747  
                       

Realized and unrealized gain (loss) on investments and derivatives

                               

Net realized gain (loss)

    (12,186 )   (24,684 )   (6,654 )   (7,143 )   3,908  

Net change in unrealized gain (loss)

    19,760     36,393     (9,523 )   (27,998 )   (20,106 )
                       

Total net gain (loss)

    7,574     11,709     (16,177 )   (35,141 )   (16,198 )
                       

Net increase (decrease) in net assets resulting from operations

  $ 13,275   $ 16,958   $ (10,463 ) $ (21,315 ) $ (5,451 )
                       

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  Year Ended
February 29,
2012
  Year Ended
February 28,
2011
  Year Ended
February 28,
2010
  Year Ended
February 28,
2009
  Year Ended
February 29,
2008
 

Per Share:

                               

Earnings (loss) per common share—basic and diluted(2)

  $ 3.87   $ 6.96   $ (9.86 ) $ (25.70 ) $ (7.00 )

Net investment income per share—basic and diluted(2)

  $ 1.66   $ 2.15   $ 5.40   $ 16.70   $ 13.80  

Net realized and unrealized gain (loss) per share—basic and diluted(2)

  $ 2.21   $ 4.81   $ (15.20 ) $ (42.40 ) $ (20.80 )

Dividends declared per common share(3)

  $ 3.00   $ 4.40   $ 18.30   $ 10.30   $ 15.50  

Statement of Assets and Liabilities Data:

                               

Investment assets at fair value

  $ 95,360   $ 80,025   $ 89,373   $ 118,912   $ 172,837  

Total assets

    125,491     98,769     96,935     130,662     192,842  

Total debt outstanding

    20,000     4,500     36,992     58,995     78,450  

Stockholders' equity

    97,380     86,071     55,478     68,014     97,869  

Net asset value per common share

  $ 25.12   $ 26.26   $ 32.70   $ 82.00   $ 118.00  

Common shares outstanding at end of year

    3,876,661     3,277,077     16,940,109     8,291,384     8,291,384  

Other Data:

                               

Investments funded

  $ 38,679   $ 9,014   $   $ 28,260   $ 314,003  

Principal collections related to investment repayments or sales

  $ 33,568   $ 31,975   $ 15,185   $ 49,195   $ 141,772  

Number of investments at year end

    33     34     41     45     46  

Weighted average yield of income producing debt investments—Non-control/non-affiliate

    11.88 %   11.1 %   9.6 %   9.7 %   10.7 %

Weighted average yield on income producing debt investments—Control

    20.17 %   15.8 %   8.3 %   12.2 %   8.2 %

(1)
See note 6 in consolidated financial statements.

(2)
For the years ended February 29, 2012, and February 28, 2011, 2010, 2009 and February 29, 2008 amounts are calculated using weighted average common shares outstanding of 3,434,345, 2,437,577, 1,061,351, 829,138, and 776,196 respectively.

(3)
Based on 3.3 million common shares outstanding.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Annual Report. In addition to historical information, the following discussion and other parts of this Annual Report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under Part I, Item 1A "Risk Factors" and "Note about Forward-Looking Statements" appearing elsewhere herein.

Overview

        We are a Maryland corporation that has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940 (the "1940 Act"). Our investment objective is to generate current income and, to a lesser extent, capital appreciation from our investments. We invest primarily in leveraged loans and mezzanine debt issued by private U.S. middle market companies, both through direct lending and through participation in loan syndicates. We may also invest up to 30% of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not thinly traded and structured finance vehicles such as collateralized loan obligation funds. We have elected and qualified to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

        We commenced operations, at the time known as GSC Investment Corp., on March 23, 2007 and completed an initial public offering of shares of common stock on March 28, 2007. Prior to July 30, 2010, we were externally managed and advised by GSCP (NJ), L.P., an entity affiliated with GSC Group, Inc. In connection with the consummation of a recapitalization transaction on July 30, 2010, we engaged Saratoga Investment Advisors ("SIA") to replace GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp.

        As a result of the event of default under a revolving securitized credit facility with Deutsche Bank we previously had in place, the auditors of GSC Investment Corp. (now known as Saratoga Investment Corp.) included in their audit report dated May 27, 2010 that there was substantial doubt about GSC Investment Corp.'s ability to continue as a going concern. In light of the event of default under the revolving securitized credit facility, we engaged the investment banking firm of Stifel, Nicolaus & Company to evaluate strategic transaction opportunities and consider alternatives for us in December 2008. On April 14, 2010, we entered into a stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates and an assignment, assumption and novation agreement with Saratoga Investment Advisors, pursuant to which we assumed certain rights and obligations of Saratoga Investment Advisors under a debt commitment letter Saratoga Investment Advisors received from Madison Capital Funding LLC, indicating Madison Capital Funding's willingness to provide us with a $40 million senior secured revolving credit facility, subject to the satisfaction of certain terms and conditions. In addition, we and GSCP (NJ), L.P. entered into a termination and release agreement, to be effective as of the closing of the transaction contemplated by the stock purchase agreement, pursuant to which GSCP (NJ), L.P., among other things, agreed to waive any and all accrued and unpaid deferred incentive management fees up to and as of the closing of the transaction contemplated by the stock purchase agreement but continued to be entitled to receive the base management fees earned through the date of the closing of the transaction contemplated by the stock purchase agreement.

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        On July 30, 2010, the transactions contemplated by the stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates were completed, and included the following actions:

        We used the net proceeds from the private sale transaction and a portion of the funds available to us under the $40 million senior secured revolving credit facility with Madison Capital Funding to pay the full amount of principal and accrued interest, including default interest, outstanding under our revolving securitized credit facility with Deutsche Bank. The revolving securitized credit facility with Deutsche Bank was terminated in connection with our payment of all amounts outstanding thereunder on July 30, 2010.

        On August 12, 2010, we effected a one-for-ten reverse stock split of our outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted into one share of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The total cash payment in lieu of shares was $230. Immediately after the reverse stock split, we had 2,680,842 shares of our common stock outstanding.

Critical Accounting Policies

        The preparation of financial statements in accordance with U.S. generally accepted accounting principles ("GAAP") requires management to make certain estimates and assumptions affecting amounts reported in the Company's consolidated financial statements. We have identified investment

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valuation, revenue recognition and the recognition of capital gains incentive fee expense as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

        The Company accounts for its investments at fair value in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("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 at the statement of assets and liabilities date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

        Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third party pricing services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our board of directors based on input from Saratoga Investment Advisers, the audit committee of our board of directors and a third party independent valuation firm. Determinations of fair value may involve subjective judgments and estimates. The types of factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company's ability to make payments, market yield trend analysis, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow and other relevant factors.

        We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

        In addition, all our investments are subject to the following valuation process:

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        Our investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") is carried at fair value, which is based on a discounted cash flow model that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flow models, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The models use a set of assumptions including projected default rates, recovery rates, reinvestment rate and prepayment rates in order to arrive at estimated valuations. The assumptions are based on available market data and projections provided by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flows analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO.

        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 over the life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortizations of premium on investments.

        Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as a reduction in principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection.

        Interest income on our investment in 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.

        The Company holds debt investments in its portfolio that contain a payment-in-kind ("PIK") interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We stop accruing PIK interest if we do not expect the issuer to be able to pay all principal and interest when due.

Capital Gains Incentive Fee

        The Company records an expense accrual relating to the capital gains incentive fee payable by the Company to its investment adviser when the unrealized gains on its investments exceed all realized capital losses on its investments given the fact that a capital gains incentive fee would be owed to the investment adviser if the Company were to liquidate its investment portfolio at such time. The actual

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incentive fee payable to the Company's investment adviser related to capital gains will be determined and payable in arrears at the end of each fiscal year and will include only realized capital gains for the period.

        We generate revenue in the form of interest income and capital gains on the debt investments that we hold and capital gains, if any, on equity interests that we may acquire. We expect our debt investments, whether in the form of leveraged loans or mezzanine debt, to have terms of up to ten years, and to bear interest at either a fixed or floating rate. Interest on debt will be payable generally either quarterly or semi-annually. In some cases, our debt investments may provide for a portion of the interest to be paid-in-kind ("PIK"). To the extent interest is paid-in-kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal amount of such obligation. The principal amount of the debt and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance or investment management services and possibly consulting fees. Any such fees will be generated in connection with our investments and recognized as earned. We may also invest in preferred equity securities that pay dividends on a current basis.

        On January 22, 2008, we entered into a collateral management agreement with GSC Investment Corp. CLO 2007 LTD., a collateralized loan obligation fund which we refer to as "Saratoga CLO," pursuant to which we act as its collateral manager and receive a senior collateral management fee of 0.10% and a subordinate collateral management fee of 0.40% of the outstanding principal amount of Saratoga CLO's assets, paid quarterly to the extent of available proceeds. We are also entitled to an incentive management fee equal to 20% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return equal to or greater than 12%.

        We recognize interest income on our investment in the subordinated notes of Saratoga CLO using the effective interest method, 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.

        Our primary operating expenses include the payment of investment advisory and management fees, professional fees, directors and officers insurance, fees paid to independent directors and administrator expenses, including our allocable portion of our administrator's overhead. Our investment advisory and management fees compensate our investment adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions, including those relating to:

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        Pursuant to the investment advisory and management agreement that we had with GSCP (NJ), L.P., our former investment adviser and administrator, we had agreed to pay GSCP (NJ), L.P. as investment adviser a quarterly base management fee of 1.75% of the average value of our total 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, and appropriately adjusted for any share issuances or repurchases during the applicable fiscal quarter, and an incentive fee.

        The incentive fee had two parts:

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        We deferred cash payment of any incentive fee otherwise earned by our former investment adviser if, during the then most recent four full fiscal quarters ending on or prior to the date such payment was to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in net assets (defined as total assets less liabilities) (before taking into account any incentive fees payable during that period) was less than 7.5% of our net assets at the beginning of such period. These calculations were appropriately pro rated for the first three fiscal quarters of operation and adjusted for any share issuances or repurchases during the applicable period. Such incentive fee would become payable on the next date on which such test had been satisfied for the most recent four full fiscal quarters or upon certain terminations of the investment advisory and management agreement. We commenced deferring cash payment of incentive fees during the quarterly period ended August 31, 2007, and continued to defer such payments through the quarterly period ended May 31, 2010. As of July 30, 2010, the date on which GSCP (NJ), L.P. ceased to be our investment adviser and administrator, we owed GSCP (NJ), L.P. $2.9 million in fees for services previously provided to us; of which $0.3 million has been paid by us. GSCP (NJ), L.P. agreed to waive payment by us of the remaining $2.6 million in connection with the consummation of the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates described elsewhere in this prospectus.

        The terms of the investment advisory and management agreement with Saratoga Investment Advisors, our current investment adviser, are substantially similar to the terms of the investment advisory and management agreement we had entered into with GSCP (NJ), L.P., our former investment adviser, except for the following material distinctions in the fee terms:

        To the extent that any of our leveraged loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of interest rate caps, futures, options and forward contracts. Costs incurred in entering into or settling such contracts will be borne by us.

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Portfolio and investment activity

Corporate Debt Portfolio Overview

 
  At February 29,
2012
  At February 28,
2011
  At February 28,
2010
 
 
  ($ in millions)
 

Number of investments(2)

  30   34   38  

Number of portfolio companies(2)

  21   24   27  

Average investment size(2)

  $2.3   $1.7   $1.9  

Weighted average maturity(2)

  3.0yrs   3.1yrs   2.5yrs  

Number of industries(2)

  15   16   19  

Average investment per portfolio company(2)

  $3.3   $2.5   $2.7  

Non-performing or delinquent investments(2)

  $0.0   $0.0   $18.5  

Fixed rate debt (% of interest bearing portfolio)(1)

  $18.7(29.3 )% $9.4(18.6 )% $33.0(46.9 )%

Weighted average current coupon(1)

  13.0 % 13.8 % 11.6 %

Floating rate debt (% of interest bearing portfolio)(1)

  $45.1(70.7 )% $41.1(81.4 )% $37.4(53.1 )%

Weighted average current spread over LIBOR(1)

  7.4 % 5.6 % 7.6 %

(1)
Excludes our investment in the subordinated notes of Saratoga CLO and investments in common stocks and limited partnership interests.

(2)
Excludes our investment in the subordinated notes of Saratoga CLO and limited partnership interests.

        During the fiscal year ended February 29, 2012, we made $38.7 million investments in new or existing portfolio companies and had $33.6 million in aggregate amount of exits and repayments resulting in net investments of $5.1 million for the year.

        During the fiscal year ended February 28, 2011, we made $9.0 million investments in new or existing portfolio companies and had $32.0 million in aggregate amount of exits and repayments resulting in net repayments of $23.0 million for the year.

        During the fiscal year ended February 28, 2010, we made no investments in new or existing portfolio companies and had $15.2 million in aggregate amount of exits and repayments resulting in net repayments of $15.2 million for the year.

        Our portfolio composition at February 29, 2012, and February 28, 2011 and 2010 was as follows:


Portfolio composition

 
  At February 29, 2012   At February 28, 2011   At February 28, 2010  
 
  Percentage
of Total
Portfolio
  Weighted
Average
Current
Yield
  Percentage
of Total
Portfolio
  Weighted
Average
Current
Yield
  Percentage
of Total
Portfolio
  Weighted
Average
Current
Yield
 

First lien term loans

    38.0 %   10.1 %   23.1 %   9.5 %   18.6 %   8.6 %

Second lien term loans

    9.3     10.3     25.3     10.1     22.7     8.1  

Senior secured notes

    11.2     16.0     12.4     15.9     31.0     11.6  

Senior unsecured loans

    6.3     15.0     2.4     13.8     6.4     12.2  

Unsecured notes

    2.1     19.3                  

Saratoga CLO subordinated notes

    27.1     20.2     28.4     15.8     18.7     8.3  

Equity interests

    6.0     N/A     8.4     N/A     2.6     N/A  

Limited partnership interests

        N/A         N/A         N/A  
                           

Total

    100.0 %   13.4 %   100.0 %   11.5 %   100.0 %   9.3 %
                           

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        Our investment in the subordinated notes of Saratoga CLO represents a first loss position in a portfolio that, at February 29, 2012, and February 28, 2011 and 2010, was composed of $380.2, $410.2 and $387.1 million, respectively, in aggregate principal amount of predominantly senior secured first lien term loans. This investment is subject to unique risks. ("Risk Factors—Our investment in GSC Investment Corp. CLO 2007 LTD. constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility"). We do not consolidate the Saratoga CLO portfolio in our financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments. However, at February 29, 2012 and February 28, 2011 and 2010, one, three and five Saratoga CLO portfolio investments were in default and 99.3% , 97.0% and 92.3%, respectively, of the Saratoga CLO portfolio investments had a CMR (as defined below) color rating of green or yellow.

        Saratoga Investment Advisors normally grades all of our investments using a credit and monitoring rating system ("CMR"). The CMR consists of a single component: a color rating. The color rating is based on several criteria, including financial and operating strength, probability of default, and restructuring risk. The color ratings are characterized as follows: (Green)—strong credit; (Yellow)—satisfactory credit; (Red)—payment default risk, in payment default and/or significant restructuring activity.

        The CMR distribution of our investments at February 29, 2012 and February 28, 2011 was as follows:


Portfolio CMR distribution

 
  At February 29, 2012   At February 28, 2011  
Color Score
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
 
  ($ in thousands)
  ($ in thousands)
 

Green

  $ 41,069     43.1 % $ 10,900     13.6 %

Yellow

    10,415     10.9     14,998     18.8  

Red

    12,340     12.9     24,660     30.8  

N/A(1)

    31,536     33.1     29,467     36.8  
                   

Total

  $ 95,360     100.0 % $ 80,025     100.0 %
                   

(1)
Comprised of our investment in the subordinated notes of Saratoga CLO, equity interests, and limited partnership interests.

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Portfolio composition by industry grouping at fair value

        The following table shows the portfolio composition by industry grouping at fair value at February 29, 2012 and February 28, 2011.

 
  At February 29, 2012   At February 28, 2011  
 
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
 
  ($ in thousands)
 

Structured Finance Securities(1)

  $ 25,846     27.1 % $ 22,732     28.4 %

Logistics

    11,100     11.6     2,499     3.1  

Electronics

    8,914     9.3     8,634     10.8  

Consumer Products

    7,584     7.9     10,249     12.8  

Metals

    6,537     6.9     4,231     5.3  

Manufacturing

    6,000     6.3     7,358     9.2  

Publishing

    5,392     5.7     5,855     7.3  

Consumer Services

    5,388     5.7     245     0.3  

Food and Beverage

    5,249     5.5     1,546     1.9  

Healthcare Services

    4,824     5.1     8,014     10.0  

Aerospace

    3,500     3.7          

Environmental

    2,323     2.4     2,952     3.7  

Financial Services

    1,600     1.7     1,710     2.2  

Education

    592     0.6     259     0.3  

Homebuilding

    289     0.3     816     1.0  

Building Products

    222     0.2     155     0.2  

Packaging

            2,453     3.1  

Oil and Gas

            317     0.4  
                   

Total

  $ 95,360     100.0 % $ 80,025     100.0 %
                   

(1)
Comprised of our investment in the subordinated notes of Saratoga CLO.


Portfolio composition by geographic location at fair value

        The following table shows the portfolio composition by geographic location at fair value at February 29, 2012 and February 28, 2011. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

 
  At February 29, 2012   At February 28, 2011  
 
  Investments at
Fair Value
  Percentage of
Total Portfolio
  Investments at
Fair Value
  Percentage of
Total Portfolio
 
 
  ($ in thousands)
 

Other(1)

    25,846     27.1     22,732     28.4  

West

    21,615     22.7     16,332     20.4  

Southeast

    19,878     20.8     7,815     9.8  

Midwest

    15,451     16.2     18,490     23.1  

Northeast

    12,570     13.2     12,203     15.2  

International

            2,453     3.1  
                   

Total

  $ 95,360     100.0 % $ 80,025     100.0 %
                   

(1)
Comprised of our investment in the subordinated notes of Saratoga CLO.

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Results of operations

        Operating results for the years ended February 29, 2012, and February 28, 2011 and 2010 are as follows:

 
  For the Year Ended  
 
  February 29,
2012
  February 28,
2011
  February 28,
2010
 
 
  ($ in thousands)
 

Total investment income

  $ 13,512   $ 14,173   $ 15,617  

Total expenses before waiver and reimbursement

    7,811     11,819     10,547  

Total expense waiver and reimbursement

        (2,895 )   (671 )

Total expenses net of expense waiver and reimbursement

    7,811     8,924     9,876  
               

Net investment income before income taxes

    5,701     5,249     5,741  

Income tax expense, including excise tax

            (27 )
               

Net investment income

    5,701     5,249     5,714  

Net realized losses

    (12,186 )   (24,684 )   (6,654 )

Net unrealized gains (losses)

    19,760     36,393     (9,523 )
               

Net increase (decrease) in net assets resulting from operations

  $ 13,275   $ 16,958   $ (10,463 )
               

        The composition of our investment income in each period was as follows:

 
  February 29,
2012
  February 28,
2011
  February 28,
2010
 
 
  ($ in thousands)
 

Interest from investments

  $ 11,254   $ 12,041   $ 13,300  

Management of Saratoga CLO

    2,012     2,032     2,057  

Interest from cash and cash equivalents and other income

    246     100     260  
               

Total

  $ 13,512   $ 14,173   $ 15,617  
               

        For the year ended February 28, 2012, total investment income decreased $0.6 million, or 3.9% compared to the fiscal year ended February 28, 2011. Interest income from our investment in the subordinated notes of Saratoga CLO increased $0.9 million, or 27.4%, to $4.2 million for the year ended February 28, 2012 from $2.3 million for the fiscal year ended February 28, 2011.

        For the year ended February 28, 2011, total investment income decreased $1.4 million, or 9.3% compared to the fiscal year ended February 28, 2010. The decrease is predominantly attributable to a smaller total average portfolio, partially offset by an increase in the effective interest rate earned on our investment in the subordinated notes of Saratoga CLO. Interest income from our investment in the subordinated notes of Saratoga CLO increased $0.9 million, or 37.4%, to $3.3 million for the year ended February 28, 2011 from $2.4 million for the fiscal year ended February 28, 2010.

        For the fiscal years ended February 29, 2012, and February 28, 2011 and 2010, total PIK income was $1.4 million, $1.1 million and $0.9 million, respectively.

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        The composition of our operating expenses in each period was as follows:


Operating Expenses

 
  February 29,
2012
  February 28,
2011
  February 28,
2010
 
 
  ($ in thousands)
 

Interest and credit facility expense

  $ 1,298   $ 2,612   $ 4,096  

Base management fees

    1,618     1,646     1,951  

Professional fees

    1,455     3,325     2,071  

Incentive management fees

    1,257     1,869     328  

Administrator expenses

    1,000     810     671  

Insurance expenses

    579     705     870  

Directors fees

    209     373     295  

General and administrative expenses

    390     479     265  

Other

    5          
               

Total operating expenses before manager waiver and reimbursement

  $ 7,811   $ 11,819   $ 10,547  
               

        For the year ended February 29, 2012, total operating expenses before manager expense waiver and reimbursement decreased $4.0 million, or 33.9% compared to the fiscal year ended February 28, 2011. For the year ended February 28, 2011, total operating expenses before manager expense waiver and reimbursement increased $1.3 million, or 12.1% compared to the fiscal year ended February 28, 2010.

        For the year ended February 29, 2012, the decrease in interest and credit facility expense is primarily attributable to a decrease in outstanding debt during the year. For the year ended February 28, 2011, the Company recorded a one time non-cash charge of $0.5 million as a result of the write-off of deferred financing costs on its former credit facility, as a result of our July 30, 2009 event of default (please see "—Financial Condition, Liquidity and Capital Resources" below for more information). For the year ended February 29, 2012, the weighted average interest rate on our outstanding indebtedness was 7.50% compared to 8.75% for the fiscal year ended February 28, 2011 and 6.80% for the fiscal year ended February 28, 2010.

        For the year ended February 29, 2012, base management fees decreased $0.03 million, or 1.7% compared to the fiscal year ended February 28, 2011. The reduction in base management fees results from the slight decrease in the average value of our total net assets. For the year ended February 28, 2011, base management fees decreased $0.3 million, or 15.6% compared to the fiscal year ended February 28, 2010. The reduction in base management fees results from the decrease in the average value of our total net assets and the continued reduction in the total portfolio size.

        For the year ended February 29, 2012, professional fees decreased $1.9 million, or 56.2% compared to the fiscal year ended February 28, 2011. For the year ended February 28, 2011, professional fees increased $1.3 million, or 60.6% compared to the fiscal year ended February 28, 2010. The change in professional fees for these periods is attributable to additional legal and professional fees incurred in the fiscal year ended February 28, 2011 associated with the evaluation of strategic transaction opportunities including the refinancing of the Company's senior credit facility and the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates described elsewhere in this Annual Report.

        For the year ended February 29, 2012, incentive management fees decreased $0.6 million, or 32.7% compared to the fiscal year ended February 28, 2011. The decrease in incentive management fees is

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primarily attributable to a decrease in accrued incentive fees related to capital gains. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Capital Gains Incentive Fee." For the year ended February 28, 2011, incentive management fees increased $1.5 million, or 470.3% compared to the fiscal year ended February 28, 2010. The increase in incentive management fees is primarily attributable to an increase in accrued incentive fees related to capital gains. In connection with the consummation of the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates described elsewhere in this Annual Report, the outstanding incentive fees owed to our former external investment adviser were waived. See "Overview—Expense" above for more information.

        For the year ended February 29, 2012, manager expense waiver and reimbursement decreased $2.9 million, or 100.0% compared to the fiscal year ended February 28, 2011. The decrease is primarily attributable to the reversal of previously accrued and recorded deferred incentive management fees in fiscal year ended February 28, 2011 related to net investment income as a result of the agreement with our former investment adviser. For the year ended February 28, 2011, manager expense waiver and reimbursement increased $2.2 million, or 331.5% compared to the fiscal year ended February 28, 2010. The increase is primarily attributable to the reversal of previously accrued and recorded deferred incentive management fees related to net investment income as a result of the agreement with our former investment adviser.

        For the fiscal year ended February 29, 2012, the Company had $33.6 million of sales, repayments, exits or restructurings resulting in $12.2 million of net realized losses. The most significant realized gains and losses during the year ended February 29, 2012 were as follows:


Fiscal year ended February 29, 2012

Issuer
  Asset Type   Gross
Proceeds
  Cost   Net
Realized
Gain/(Loss)
 

Grant US Holdings LLP. 

  Second Lien Term Loan   $ 0   $ (6,348 ) $ (6,348 )

Pracs Institute Ltd. 

  Second Lien Term Loan     0     (4,078 )   (4,078 )

Bankruptcy Management Solutions, Inc. 

  Second Lien Term Loan     223     (2,645 )   (2,422 )

        For the fiscal year ended February 28, 2011, the Company had $32.0 million of sales, repayments, exits or restructurings resulting in $24.7 million of net realized losses. The most significant realized gains and losses during the year ended February 28, 2011 were as follows:


Fiscal year ended February 28, 2011

Issuer
  Asset Type   Gross
Proceeds
  Cost   Net
Realized
Gain/(Loss)
 

Custom Direct, Inc. 

  First Lien Term Loan   $ 1,832   $ (1,535 ) $ 297  

Legacy Cabinets, Inc. 

  Second Lien Term Loan     139     (2,002 )   (1,863 )

Legacy Cabinets, Inc. 

  First Lien Term Loan     502     (1,496 )   (994 )

Jason Incorporated

  Unsecured Notes     2,354     (13,700 )   (11,346 )

Bankruptcy Management Solutions, Inc. 

  Second Lien Term Loan     2,406     (4,793 )   (2,387 )

McMillin Companies LLC

  Senior Secured Notes     2,750     (6,342 )   (3,592 )

Network Communications, Inc. 

  Unsecured Notes     1,285     (5,054 )   (3,769 )

        For the fiscal year ended February 28, 2010, the Company had $15.2 million of sales, repayments, exits or restructurings resulting in $6.7 million of net realized losses. Net realized losses were comprised

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of $1.1 million of gross realized gains and $7.8 million of gross realized losses. The most significant realized gains and losses during the year ended February 28, 2010 were as follows:


Fiscal year ended February 28, 2010

Issuer
  Asset Type   Gross
Proceeds
  Cost   Net
Realized
Gain/(Loss)
 
 
   
  ($ in thousands)
 

Atlantis Plastics Films, Inc. 

  First Lien Term Loan   $ 521   $   $ 482  

Asurion Corporation

  First Lien Term Loan     1,930     (1,725 )   205  

Edgen Murray II, L.P. 

  Second Lien Term Loan     3,000     (2,832 )   168  

USS Mergerco, Inc. 

  Second Lien Term Loan     3,159     (5,847 )   (2,688 )

Targus Group International, Inc. 

  Second Lien Term Loan     2,121     (4,793 )   (2,672 )

Blaze Recycling & Metals, LLC

  Senior Secured Notes     1,538     (2,495 )   (957 )

        For the year ended February 29, 2012, our investments had an increase in net unrealized appreciation of $19.8 million versus an increase in net unrealized depreciation of $36.4 million for the year ended February 28, 2011. The most significant cumulative changes in unrealized appreciation and depreciation for the year ended February 29, 2012, were the following:


Fiscal year ended February 29, 2012

Issuer
  Asset Type   Cost   Fair Value   Total
Unrealized
Appreciation/
(Depreciation)
  YTD Change
in Unrealized
Appreciation/
(Depreciation)
 
 
   
  ($ in thousands)
 

Saratoga CLO

  Other/ Structured                          

  Finance Securities   $ 23,541   $ 25,846   $ 2,305   $ 6,938  

Targus Holdings, Inc

  Common Stock     567     2,676     2,109     206  

USS Parent Holding Corp. 

  Voting Common Stock     3,026     2,225     (801 )   603  

Penton Media, Inc. 

  First Lien Term Loan     4,281     3,655     (626 )   (534 )

        The $6.9 million net unrealized appreciation in our investment in the Saratoga CLO subordinated notes was due to higher cash flow projections based on an increase in principal balance and an improvement in the overcollateralization ratios, a decrease in the assumed portfolio default rate (based on better than forecast actual default rates and improved default forecasts) and an improvement in reinvestment assumptions based on current market conditions and projections. In addition, for the year ended February 29, 2012 we had approximately $15.7 million of unrealized appreciation due to the reversal of prior period unrealized depreciation recorded upon the exit of certain investments including approximately $6.1 million related to Energy Alloys, L.L.C., $6.3 million related to Grant U.S. Holdings LLP., $2.3 million related to Bankruptcy Management Solutions and $1.1 million related to Pracs Institute, LTD.

        For the year ended February 28, 2011, our investments had a increase in net unrealized appreciation of $36.4 million versus an increase in net unrealized depreciation of $9.5 million for the

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year ended February 28, 2010. The most significant cumulative changes in unrealized appreciation and depreciation for the year ended February 28, 2011, were the following:


Fiscal year ended February 28, 2011

Issuer
  Asset Type   Cost   Fair
Value
  Total
Unrealized
Appreciation/
(Depreciation)
  YTD
Change in
Unrealized
Appreciation/
(Depreciation)
 
 
   
  ($ in thousands)
 

Saratoga CLO

  Other/ Structured                          

  Finance Securities   $ 27,364   $ 22,732   $ (4,632 ) $ 7,902  

Targus Holdings, Inc. 

  Common Stock     567     2,882     2,315     2,644  

Targus Holdings, Inc. 

  Unsecured Notes     1,538     986     (552 )   (544 )

M/C Acquisition Corp., LLC

  First Lien Term Loan     871     259     (612 )   (398 )

Dekko Technologies, LLC

  Second Lien Term Loan     7,199     6,767     (432 )   1,629  

USS Parent Holding Corp. 

  Voting Common Stock     3,026     2,828     (198 )   855  

Bankruptcy Management Solutions, Inc. 

  Second Lien Term Loan     2,450     110     (2,340 )   (2,340 )

PRACS Institute, LTD

  Second Lien Term Loan     4,070     3,014     (1,056 )   (566 )

Elyria Foundry Company, LLC

  Senior Secured Notes     5,017     4,231     (786 )   312  

Grant U.S. Holdings LLP

  Second Lien Term Loan     6,347         (6,347 )   (159 )

        The $7.9 million net unrealized appreciation in our investment in the Saratoga CLO subordinated notes was due to a decrease in the assumed portfolio default rate (based on better than forecast actual default rates), a decrease in the assumed recovery rate, and a decrease of "CCC" rated investments and defaulted securities in the portfolio. The decrease in unrealized depreciation in our investments in McMillin Companies, LLC and Elyria Foundry Company, LLC, were due to improved visibility of the outlook for these companies. The increase in unrealized depreciation in our investments in Jason Incorporated and Energy Alloy were due to declining prospects for each of the companies. The change in the fair values of our investments in Grant U.S. Holdings and Penton Media, Inc. were primarily due to fluctuations in the market quotations obtained for these investments compared to the prior period.

        For the year ended February 28, 2010, the Company had net unrealized losses of $9.5 million, which was comprised of $7.4 million in unrealized appreciation, $25.5 million in unrealized depreciation and $8.6 million related to the reversal of prior period net unrealized depreciation recorded upon the exit of an investment. The most significant changes in net unrealized appreciation and depreciation for the year ended February 28, 2010 are as follows:


Fiscal year ended February 28, 2010

Issuer
  Asset Type   Cost   Fair
Value
  Total
Unrealized
Appreciation/
(Depreciation)
  YTD
Change in
Unrealized
Appreciation/
(Depreciation)
 
 
   
  ($ in thousands)
 

Terphane Holdings Corp. 

  Senior Secured Notes   $ 10,437   $ 9,791   $ (646 ) $ 2,091  

Penton Media, Inc. 

  First Lien Term Loan     3,908     3,478     (430 )   1,286  

IDI Acquisition Corp. 

  Senior Secured Notes     3,679     3,621     (58 )   1,136  

Jason Incorporated

  Unsecured Notes     13,700     1,688     (12,012 )   (8,190 )

Saratoga CLO

  Other/Structured Finance Securities     29,233     16,698     (12,535 )   (4,970 )

Energy Alloys, LLC

  Second Lien Term Loan     6,239     1,129     (5,110 )   (4,197 )

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        For the year ended February 29, 2012, changes in the value of the interest rate caps purchased pursuant to the credit facilities resulted in unrealized depreciation of $16,190 versus an unrealized depreciation of $25,882 for the year ended February 28, 2011.

        For the fiscal year ended February 28, 2011, changes in the value of the interest rate caps purchased pursuant to the credit facilities resulted in an unrealized depreciation of $25,882 versus an unrealized appreciation of $2,634 for the fiscal year ended February 28, 2010. For a more detailed discussion of the interest rate caps, see "Note 8. Interest Rate Cap Agreements" to our audited financial statements included elsewhere in this Annual Report.

        For the fiscal years ended February 29, 2012 and February 28, 2011 we recorded a net increase in net assets resulting from operations of $13.3 million, and $17.0 million, respectively, and a net decrease for the fiscal year ended February 28, 2010 of $10.5 million. Based on 3,434,345 weighted average common shares outstanding as of February 29, 2012, our per share net increase in net assets resulting from operations was $3.87 for the fiscal year ended February 29, 2012. This compares to a per share net increase in net assets resulting from operations of $6.96 for the fiscal year ended February 28, 2011 (based on 2,437,577 weighted average common shares outstanding as of February 28, 2011) and a per share decrease in net assets resulting from operations of $9.86 for the fiscal year ended February 28, 2010 (based on 1,061,351 weighted average common shares outstanding for the fiscal year ended February 28, 2010).

Financial condition, liquidity and capital resources

        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 was used to repay outstanding borrowings. In March 2009, we amended the Revolving Facility to decrease the minimum required collateralization and increase the portion of the portfolio that can be invested in "CCC" rated investments in return for an increased interest rate and expedited amortization.

        On July 30, 2009, an event of default under the Revolving Facility occurred. As a result of this event of default, the lender under the Revolving Facility had the right to accelerate repayment of the outstanding indebtedness and to foreclose and liquidate the collateral pledged thereunder. Due to the event of default, the interest rate on the Revolving Facility increased from the commercial paper rate plus 4.00% to an interest rate at February 28, 2010 and May 31, 2010 of 9.25%.

        On July 30, 2010, we used the net proceeds from the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates and a portion of the funds available to us under the senior secured revolving credit facility with Madison Capital Funding to pay the full amount of principal and accrued interest, including default interest, outstanding under the Revolving Facility. Below is a summary of the terms of the senior secured revolving credit facility we entered into with Madison Capital Funding (the "Replacement Facility") on June 30, 2010.

        Availability.    The Company can draw up to the lesser of (i) $40 million (the "Facility Amount") and (ii) the product of the applicable advance rate (which varies from 50% to 75% depending on the

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type of loan asset) and the value, determined in accordance with the Replacement Facility (the "Adjusted Borrowing Value"), of certain "eligible" loan assets pledged as security for the loan (the "Borrowing Base"), in each case less (a) the amount of any undrawn funding commitments the Company has under any loan asset and which are not covered by amounts in the Unfunded Exposure Account referred to below (the "Unfunded Exposure Amount") and (b) outstanding borrowings. Each loan asset held by the Company as of the date on which the Replacement Facility was closed was valued as of that date and each loan asset that the Company acquires after such date will be valued at the lowest of its fair value, its face value (excluding accrued interest) and the purchase price paid for such loan asset. Adjustments to the value of a loan asset will be made to reflect, among other things, changes in its fair value, a default by the obligor on the loan asset, insolvency of the obligor, acceleration of the loan asset, and certain modifications to the terms of the loan asset.

        The Replacement Facility contains limitations on the type of loan assets that are "eligible" to be included in the Borrowing Base and as to the concentration level of certain categories of loan assets in the Borrowing Base such as restrictions on geographic and industry concentrations, asset size and quality, payment frequency, status and terms, average life, and collateral interests. In addition, if an asset is to remain an "eligible" loan asset, the Company may not make changes to the payment, amortization, collateral and certain other terms of the loan assets without the consent of the administrative agent that will either result in subordination of the loan asset or be materially adverse to the lenders.

        At any time prior to the second anniversary of the closing of the Replacement Facility and subject to certain conditions, the Company may request an increase in the Facility Amount of up to $60 million for a combined aggregate Facility Amount of $100 million.

        Collateral.    The Replacement Facility is secured by substantially all of the assets of the Company and includes the subordinated notes ("CLO Notes") issued by Saratoga CLO and the Company's rights under the CLO Management Agreement (as defined below).

        Interest Rate and Fees.    Under the Replacement Facility, funds are borrowed from or through certain lenders at the greater of the prevailing LIBOR rate and 2.00%, plus an applicable margin of 5.50%. At the Company's option, funds may be borrowed based on an alternative base rate, which in no event will be less than 3.00%, and the applicable margin over such alternative base rate is 4.50%. In addition, the Company pays the lenders a commitment fee of 0.75% per year on the unused amount of the Replacement Facility for the duration of the Revolving Period (defined below). Accrued interest and commitment fees are payable monthly. The Company is also obligated to pay certain other fees to the lenders in connection with the closing of the Replacement Facility.

        Revolving Period and Maturity Date.    The Company may make and repay borrowings under the Replacement Facility for a period of three years following the closing of the Replacement Facility (the "Revolving Period"). The Revolving Period may be terminated at an earlier time by the Company or, upon the occurrence of an event of default, by action of the lenders or automatically. All borrowings and other amounts payable under the Replacement Facility are due and payable in full five years after the end of the Revolving Period.

        Collateral Tests.    It is a condition precedent to any borrowing under the Replacement Facility that the principal amount outstanding under the Replacement Facility, after giving effect to the proposed borrowings, not exceed the lesser of the Borrowing Base or the Facility Amount (the "Borrowing Base Test"). In addition to satisfying the Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the "Collateral Tests"):

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        The Replacement Facility also requires payment of outstanding borrowings or replacement of pledged loan assets upon the Company's breach of its representation and warranty that pledged loan assets included in the Borrowing Base are "eligible" loan assets. Such payments or replacements must equal the lower of the amount by which the Borrowing Base is overstated as a result of such breach or any deficiency under the Collateral Tests at the time of repayment or replacement. Compliance with the Collateral Tests is also a condition to the discretionary sale of pledged loan assets by the Company.

        Priority of Payments.    During the Revolving Period, the priority of payments provisions of the Replacement Facility require, after payment of specified fees and expenses and any necessary funding of the Unfunded Exposure Account, that collections of principal from the loan assets and, to the extent that these are insufficient, collections of interest from the loan assets, be applied on each payment date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage Ratio would not otherwise be met. Similarly, following termination of the Revolving Period, collections of interest are required to be applied, after payment of certain fees and expenses, to cure any deficiencies in the Borrowing Base Test, the Interest Coverage Ratio and the Overcollateralization Ratio as of the relevant payment date.

        Reserve Account.    The Replacement Facility requires the Company to set aside an amount equal to the sum of accrued interest, commitment fees and administrative agent fees due and payable on the next succeeding three payment dates (or corresponding to three payment periods). If for any monthly period during which fees and other payments accrue, the aggregate Adjusted Borrowing Value of "eligible" pledged loan assets which do not pay cash interest at least quarterly exceeds 15% of the aggregate Adjusted Borrowing Value of "eligible" pledged loan assets, the Company is required to set aside such interest and fees due and payable on the next succeeding six payment dates. Amounts in the reserve account can be applied solely to the payment of administrative agent fees, commitment fees, accrued and unpaid interest and any breakage costs payable to the lenders.

        Unfunded Exposure Account.    With respect to revolver or delayed draw loan assets, the Company is required to set aside in a designated account (the "Unfunded Exposure Account") 100% of its outstanding and undrawn funding commitments with respect to such loan assets. The Unfunded Exposure Account is funded at the time the Company acquires a revolver or delayed draw loan asset and requests a related borrowing under the Replacement Facility. The Unfunded Exposure Account is funded through a combination of proceeds of the requested borrowing and other Company funds, and if for any reason such amounts are insufficient, through application of the priority of payment provisions described above.

        Operating Expenses.    The priority of payments provision of the Replacement Facility provides for the payment of certain operating expenses of the Company out of collections on principal and interest during the Revolving Period and out of collections on interest following the termination of the Revolving Period in accordance with the priority established in such provision. The operating expenses

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payable pursuant to the priority of payment provisions is limited to $350,000 for each monthly payment date or $2.5 million for the immediately preceding period of twelve consecutive monthly payment dates. This ceiling can be increased by the lesser of 5% or the percentage increase in the fair market value of all the Company's assets only on the first monthly payment date to occur after each one-year anniversary following the closing of the Replacement Facility. Upon the occurrence of a Manager Event (described below), the consent of the administrative agent is required in order to pay operating expenses through the priority of payments provision.

        Events of Default.    The Replacement Facility contains certain negative covenants, customary representations and warranties and affirmative covenants and events of default. The Replacement Facility does not contain grace periods for breach by the Company of certain covenants, including, without limitation, preservation of existence, negative pledge, change of name or jurisdiction and separate legal entity status of the Company covenants and certain other customary covenants. Other events of default under the Replacement Facility include, among other things, the following:

        Conditions to Acquisitions and Pledges of Loan Assets.    The Replacement Facility imposes certain additional conditions to the acquisition and pledge of additional loan assets. Among other things, the Company may not acquire additional loan assets without the prior written consent of the administrative agent until such time that the administrative agent indicates in writing its satisfaction with Saratoga Investment Advisors' policies, personnel and processes relating to the loan assets.

        Fees and Expenses.    The Company paid certain fees and reimbursed Madison Capital Funding for the aggregate amount of all documented, out-of-pocket costs and expenses, including the reasonable fees and expenses of lawyers, incurred by Madison Capital Funding in connection with the Replacement

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Facility and the carrying out of any and all acts contemplated thereunder up to and as of the date of closing of the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates. These amounts totaled $2.0 million.

        On February 24, 2012, we amended our senior secured revolving credit facility with Madison Capital Funding LLC to, among other things:

        As of February 29, 2012, we had $20.0 million outstanding under the Replacement Facility.

        Our asset coverage ratio, as defined in the 1940 Act, was 587% and 2,013% for the years ended February 29, 2012 and February 28, 2011, respectively.

        At February 29, 2012 and February 28, 2011, the fair value of investments, cash and cash equivalents and cash and cash equivalents, securitization accounts were as follows:

 
  At February 29,
2012
  At February 28,
2011
 
 
  Fair Value   Percent of
Total
  Fair Value   Percent of
Total
 
 
  ($ in thousands)
 

Cash and cash equivalents

  $ 1,325     1.1 % $ 10,736     11.3 %

Cash and cash equivalents, securitization accounts

    25,534     20.9     4,370     4.6  

First lien term loans

    36,196     29.6     18,475     19.4  

Second lien term loans

    8,914     7.3     20,276     21.3  

Senior secured notes

    10,706     8.8     9,892     10.4  

Senior unsecured loans

    6,000     4.9          

Unsecured notes

    2,008     1.6     1,915     2.0  

Structured finance securities

    25,846     21.1     22,732     23.9  

Equity Interest

    5,690     4.7     6,735     7.1  
                   

Total

  $ 122,219     100.0 % $ 95,131     100.0 %
                   

        On November 15, 2011, our board of directors declared a dividend of $3.00 per share payable on December 30, 2011, to common stockholders of record on November 25, 2011. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.0 million or $0.60 per share.

        Based on shareholder elections, the dividend consisted of $2.0 million in cash and 599,584 shares of common stock, or 18% 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.

        On November 12, 2010, our board of directors declared a dividend of $4.40 per share to shareholders payable in cash or shares of our common stock, in accordance with the provisions of the IRS Revenue Procedure 2010-12, which allows a publicly-traded regulated investment company to satisfy its distribution requirements with a distribution paid partly in common stock provided that at

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least 10% of the distribution is payable in cash. The dividend was paid on December 29, 2010 to common shareholders of record on November 19, 2010.

        Based on shareholder elections, the dividend consisted of $1.2 million in cash and 596,235 shares of common stock, or 22% 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.

        On November 13, 2009, our board of directors declared a dividend of $18.25 per share payable on December 31, 2009, to common stockholders of record on November 25, 2009. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.1 million or $0.25 per share.

        Based on shareholder elections, the dividend consisted of $2.1 million in cash and 8,648,725 shares of common stock, or 104% 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.

        Given the size of our asset base and our growing pipeline of attractive investments, our board of directors believes that using our capital resources to build and diversify our portfolio serves stockholders' interests best by better positioning us to generate current income and capital appreciation on an increasing scale in future periods. Therefore, our board of directors has determined not to pay any dividends at this time.

        We intend to continue to generate cash primarily from cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less, future borrowings and future offerings of securities. Our primary use of funds is investments in our targeted asset classes and cash distributions to holders of our common stock.

        Although we expect to fund the growth of our investment portfolio through the net proceeds from future equity offerings, including our dividend reinvestment plan, and issuances of senior securities or future borrowings, to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, because our common stock has at times traded at a price below our then-current net asset value per share and we are limited in our ability to sell our common stock at a price below net asset value per share, we may be limited in our ability to raise equity capital. Our stockholders approved a proposal at our annual meeting of stockholders held on September 27, 2011 that authorizes us to sell shares of our common stock below the then current net asset value per share in one or more offerings for a period ending on the earlier of September 27, 2012 or the date of our next annual meeting of stockholders. Our board of directors adopted a policy that requires us to sell or issue shares of our common stock at an offering price per share that is not less than 85% of the then current net asset value per share pursuant to this proposal. No change can be made to this policy without unanimous approval of our independent directors. We would need stockholder approval of a similar proposal to issue shares below net asset value per share at any time after our next annual meeting of stockholders.

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        In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.

        Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 200%. This requirement limits the amount that we may borrow. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources, including the equity markets and other debt-related markets, which may or may not be available on favorable terms, if at all.

        Finally, in light of the conditions in the financial markets and the U.S. economy overall, we, through a wholly-owned subsidiary, sought and obtained a license from the SBA to operate an SBIC.

        In this regard, on March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP, received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958. SBICs are designated 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.

        The SBIC license allows our SBIC subsidiary to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with 10-year maturities.

        SBA regulations currently limit the amount that our SBIC subsidiary may borrow to a maximum of $150 million when it has at least $75 million in regulatory capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. As of May 23, 2012, our SBIC subsidiary had $25 million in regulatory capital and no SBA-guaranteed debentures outstanding.

        We applied for exemptive relief from the SEC on April 2, 2012 to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from our 200% asset coverage test under the 1940 Act. If we receive an exemption for this SBA debt, we would have increased flexibility under the 200% asset coverage test.

        We cannot provide any assurance that these measures will provide sufficient sources of liquidity to support our operations and growth given the continued instability in the financial markets and the weak U.S. economy.

        The following table shows our payment obligations for repayment of debt and other contractual obligations at February 29, 2012:

 
   
  Payment Due by Period  
 
  Total   Less Than
1 Year
  1 - 3
Years
  3 - 5
Years
  More Than
5 Years
 
 
  ($ in thousands)
   
   
   
   
 

Long-Term Debt Obligations

  $ 20,000   $   $ 20,000   $   $  
                       

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Off-balance sheet arrangements

        At February 29, 2012 and February 28, 2011, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

        Our business activities contain elements of market risk. We consider our principal market risks to be fluctuations in interest rates. Managing this risk is essential to our business. Accordingly, we have systems and procedures designed to identify and analyze our risks, to establish appropriate policies and thresholds and to continually monitor this risk and thresholds by means of administrative and information technology systems and other policies and processes.

        Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, including relative changes in different interest rates, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire leveraged loans, high yield bonds and other debt investments and the value of our investment portfolio.

        Our investment income is affected by fluctuations in various interest rates, including LIBOR and the prime rate. A large portion of our portfolio is, and we expect will continue to be, comprised of floating rate investments that utilize LIBOR. Our interest expense is affected by fluctuations in LIBOR. At February 29, 2012, we had $20.0 million of borrowings outstanding.

        In April and May 2007, the Company entered into two interest rate cap agreements with notional amounts of $34.0 million (increased to $40.0 million in May 2007) and $60.9 million. These agreements provide for a payment to the Company in the event LIBOR exceeds 8%, mitigating our exposure to increases in LIBOR. At February 29, 2012, the aggregate interest rate cap agreement notional amount was $29.9 million.

        We have analyzed the potential impact of changes in interest rates on interest income from investments net of interest expense on the Replacement Facility. Assuming that our investments as of February 29, 2012 were to remain constant for a full fiscal year and no actions were taken to alter the existing interest rate terms, a hypothetical change of 1% in interest rates would cause a corresponding increase of approximately $0.7 million to our interest income net of interest expense.

        Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the statement of assets and liabilities and other business developments that could magnify or diminish our sensitivity to interest rate changes, nor does it account for divergences in LIBOR and the commercial paper rate, which have historically moved in tandem but, in times of unusual credit dislocations, have experienced periods of divergence. Accordingly no assurances can be given that actual results would not materially differ from the potential outcome simulated by this estimate.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Our financial statements are annexed to this Annual Report beginning on page F-1.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None

ITEM 9A.    CONTROLS AND PROCEDURES

        Our CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our CEO and CFO have concluded that our current disclosure controls and procedures are effective as of the end of the period covered by this report.

        The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined by Rule 13a-15(f) of the Exchange Act) and for the assessment of the effectiveness of internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of management, including the CEO and CFO, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the criteria established in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company's assessment, management believes that the Company maintained effective internal control over financial reporting as of February 29, 2012.

        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 quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

        None.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Director and Executive Officer Information

Directors

        The following table sets forth the names, ages and positions held by each of our directors, followed by a brief biography of each individual, including the business experience of each individual during the past five years and the specific qualifications that let to the conclusion that each individual should serve as a director.

Name
  Age   Position   Director
Since
  Term
Expires
 

Interested Directors

                       

Christian L. Oberbeck

    52   Chairman of the Board, Chief Executive Officer and President     2010     2012  

Michael J. Grisius

    48   Director     2010     2014  

Independent Directors

                       

Steven M. Looney

    62   Director     2007     2013  

Charles S. Whitman III

    70   Director     2007     2013  

G. Cabell Williams

    58   Director     2007     2014  

        Christian L. Oberbeck—Mr. Oberbeck has over 25 years of experience in leveraged finance, from distressed debt to private equity, and has been involved in originating, structuring, negotiating, consummating, managing and monitoring investments in these businesses. Mr. Oberbeck is the Managing Partner of Saratoga Partners, a middle market private equity investment firm, and has served on its investment committee since 1995. Mr. Oberbeck is also the Managing Member of Saratoga Investment Advisors, LLC, the Company's investment adviser, and the Chief Executive Officer and President of the Company.

        Prior to assuming management responsibility for Saratoga Partners in 2008, Mr. Oberbeck has co-managed Saratoga Partners since 1995, when he 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.

        Michael J. Grisius—Mr. Grisius has over 22 years of experience in leveraged finance, investment management and financial services. He has originated, structured, negotiated, consummated, managed and monitored numerous successful investments in mezzanine debt, private equity, senior debt, structured products and commercial real estate debt. Mr. Grisius is Chief Investment Officer and a Managing Director of Saratoga Investment Advisors, LLC, the Company's investment adviser. Mr. Grisius joined Saratoga Investment Advisors, LLC in July 2011.

        Prior to joining Saratoga Investment Advisors, Mr. Grisius served as Managing Director at Allied Capital Corporation, where he was an investment professional for 16 years. At Allied Capital Corporation, Mr. Grisius held several senior positions including co-head of Mezzanine Finance and

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member of its Management Committee and its Investment Committee. In 2008, Mr. Grisius was appointed co-chairman of the Allied Capital Corporation's Investment Committee. He also had responsibility for structuring and managing Unitranche Fund, LLC. During his tenure at Allied, Mr. Grisius built and led teams that made investments in subordinated debt, control equity and real estate mortgage debt. Mr. Grisius has served on the board of directors of numerous middle market companies. Prior to joining Allied Capital Corp., Mr. Grisius worked in leveraged finance at Chemical Bank from 1989 to 1992 and held senior accountant and consultant positions with KPMG LLP from 1985 to 1988.

        Mr. Grisius graduated with a BS from Georgetown University in 1985 and earned an MBA from Cornell University's Johnson Graduate School of Management in 1990. Mr. Grisius' qualifications as a director include his broad experience in leverage finance, investment management, private equity and financial services.

        Steven M. Looney—Mr. Looney is a Managing Director of Peale Davies & Co. Inc., a consulting firm with particular expertise in financial process and IT outsourcing, and is a CPA and an attorney. Mr. Looney also serves as a consultant and director to numerous companies in the healthcare, manufacturing and technology services industries, including WH Industries Inc. 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 also serves as a director of Excellent Education for Everyone, a nonprofit organization. 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. Mr. Looney's qualifications as director include his experience as a Managing Director of Peale Davies & Co. Inc. and as Chief Financial and Administrative Officer of WH Industries, as well as his financial, accounting and legal expertise.

        Charles S. Whitman III—Mr. Whitman is senior counsel (retired) at Davis Polk & Wardwell LLP. Mr. Whitman was a partner in Davis Polk's Corporate Department for 28 years, representing clients in a broad range of corporate finance matters, including shelf registrations, securities compliance for financial institutions, foreign asset privatizations, and mergers and acquisitions. From 1971 to 1973, Mr. Whitman served as Executive Assistant to three successive Chairmen of the SEC. Mr. Whitman serves on the Legal Advisory Board of the National Association of Securities Dealers. 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.

        G. Cabell Williams—Mr. Williams has served as the Managing General Partner of Williams and Gallagher, a private equity partnership located in Chevy Chase, Maryland since 2004. Since 2011, Mr. Williams has also served as a partner of Farragut Capital Partners, an investment firm based in Fairfax, VA. 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, COO 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 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

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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, COO and Managing Director.

Executive Officer Who Is Not also a Director

        The following table sets forth the name, age and position held by our executive officer who is not also a director, followed by a brief biography, including the business experience during the past five years.

Name
  Age   Position

Executive Officer

         

Richard A. Petrocelli

    43   Chief Financial Officer, Secretary and Chief Compliance Officer

        Richard A. Petrocelli—Mr. Petrocelli has over 20 years of experience including investment management, private equity and corporate reorganizations. Mr. Petrocelli is a Managing Director and Chief Financial Officer at Saratoga Partners, a middle market private equity investment firm, and has been involved in originating, structuring, negotiating, consummating, managing and monitoring middle market investments. Mr. Petrocelli is the Managing Director of Saratoga Investment Advisors, the Company's investment adviser, and the Chief Financial Officer, Vice President, Secretary and Chief Compliance Officer of the Company. Mr. Petrocelli served as a director of the Company from 2010 until 2011.

        Mr. Petrocelli began his career as an accountant before transitioning to alternative assets at Gabelli Asset Management Company in 1993. Mr. Petrocelli's background brings financial expertise to the diligence and oversight processes, which is critically important when dealing in complex transactions. In addition to his involvement in originating, structuring, negotiating, consummating, managing and monitoring investments at Saratoga Partners, Mr. Petrocelli is currently the Chief Financial Officer of Saratoga Partners and is responsible for reporting and compliance. Mr. Petrocelli joined Saratoga Partners in 1998 from Gabelli Asset Management. At Gabelli Asset Management, Mr. Petrocelli was a Vice President in the corporate finance department with a primary focus on the Company's alternative investment business. Prior to that, he was a senior accountant at BDO Siedman. Mr. Petrocelli has served as a director of a number of Saratoga Partners' portfolio companies.

        Mr. Petrocelli graduated with a BSBA from Georgetown University in 1990 and earned an MBA from New York University's Stern School of Business in 1999. He is a Certified Public Accountant.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own 10% or more of our voting stock, to file reports of ownership and changes in ownership of our equity securities with the SEC. Directors, executive officers and 10% or more holders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of those forms furnished to us, or written representations that no such forms were required, we believe that our directors, executive officers and 10% or more beneficial owners complied with all Section 16(a) filing requirements during the year ended February 29, 2012.

Code of Business Conduct and Ethics

        We have adopted a Code of Business Conduct and Ethics that applies to 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

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Company's Code of Business Conduct and Ethics is also available on our website at http://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 http://saratogainvestmentcorp.com.

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 2011 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 has determined that Mr. Looney is an "audit committee financial expert" as defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934 and that each of Messrs. Whitman and Williams are "financially literate" as required by NYSE corporate governance standards. All of these members are independent directors.

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 an investment advisory and management agreement and an administration agreement.

Director Compensation

        Our independent directors receive an annual fee of $40,000. They also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $1,000 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 $5,000 and the chairman of each other committee receives an annual fee of $2,000 for their additional services in these capacities. In addition, we have purchased directors' and officers' liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors' fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. No compensation is paid to directors who are "interested persons."

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        The following table sets forth information concerning total compensation earned by or paid to each of our directors during the fiscal year ended February 29, 2012:

Name
  Fees Earned or
Paid in Cash
  Total  

Interested Director

             

Christian L. Oberbeck(1)

         

Michael J. Grisius(1)

         

Independent Directors

             

Steven M. Looney

  $ 70,500   $ 70,500  

Charles S. Whitman III

  $ 67,500   $ 67,500  

G. Cabell Williams

  $ 67,500   $ 67,500  

(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 with respect to incentive compensation and equity-based plans of the Company that are subject to Board 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 2012, 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.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The following table sets forth, as of May 23, 2012, 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% 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 3,876,661 shares of common stock outstanding as of May 23, 2012. 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

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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

    1,052,384 (1)   27.1 %

Michael J. Grisius

    14,216     *  

Executive Officer

             

Richard A. Petrocelli

    43,198     1.1 %

Independent Directors

             

Steven M. Looney

    1,139     *  

Charles S. Whitman III

    1,228     *  

G. Cabell Williams

    15,004     *  

All Directors and Executive Officers as a Group

    1,127,169     29.1 %

Owners of 5% or more of our common stock

             

Black Diamond Capital Management, L.L.C.(2)

    318,250     8.2 %

Raging Capital Management, LLC(3)

    308,999     8.0 %

Magten Asset Management Corp.(4)

    196,379     5.1 %

*
Less than 1%

(1)
Includes 814,927 shares of common stock directly held by Mr. Oberbeck, 120,972 shares of common stock held by Saratoga Investment Advisors, which Mr. Oberbeck controls, and 116,485 shares of common stock held by CLO Partners LLC, an entity wholly owned by Mr. Oberbeck.

(2)
Includes 277,631 shares of common stock held by GSC CDO III, L.L.C. and certain of its affiliates. The address of Black Diamond Capital Management, L.L.C. is One Sound Shore Drive, Suite 200, Greenwich, CT 06830.

(3)
Includes 116,731 shares of our common stock held by Raging Capital Fund, LP ("Raging Capital Fund") and 192,268 shares of our common stock held by Raging Capital Fund (QP), LP ("Raging Capital Fund QP" and together with Raging Capital Fund, the "Raging Funds"). Raging Capital Management, LLC ("Raging Capital") is the general partner of each of the Raging Funds. William C. Martin is the managing member of Raging Capital. By virtue of these relationships, each of Raging Capital and Mr. Martin may be deemed to beneficially own our common Stock owned directly by the Raging Funds. The address of Raging Capital Fund is Ten Princeton Avenue, Rocky Hill, NJ 08553.

(4)
Includes shares held by advisory clients of Magten Asset Management Corp., none of which owns more than 5% of the shares of our outstanding common stock. Talton R. Embry is the managing director of Magten Asset Management Corp. By virtue of this relationship, Mr. Embry may also be deemed to beneficially own our common stock held by the advisory clients of Magten Asset Management Corp. The address of Magten Asset Management Corp. is 17 East 89th Street, New York, NY 10128.

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

        We have entered into an investment advisory and 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 and president, 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 New York Stock Exchange (the "NYSE"), the Board annually determines the independence of each director. No director is considered independent unless the Board 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 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 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 Mr. Oberbeck, who is an interested person of the Company due to his position as an officer of the Company and Mr. Grisius, who is an interested person of the Company due to his position as an officer of Saratoga Investment Advisors, LLC.

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ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Registered Public Accounting Firm

        For the years ended February 29, 2012 and February 28, 2011, the Company incurred the following fees for services provided by Ernst & Young LLP, including expenses:

 
  Fiscal Year Ended
February 29, 2012
  Fiscal Year Ended
February 28, 2011
 

Audit Fees

  $ 265,200   $ 235,000  

Audit Related Fees

    172,300     150,000  

Tax Fees

    37,000     37,000  

All Other Fees

        30,000  
           

Total Fees

  $ 474,500   $ 452,000  

        Audit Fees.    Audit fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit of our annual financial statements, the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial statements in accordance with generally accepted auditing standards, this category contains fees for comfort letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.

        Audit Related Fees.    Audit related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that are not required by statute or regulation.

        Tax Fees.    Tax fees include services in conjunction with preparation of the Company's tax return.

        All Other Fees.    Fees for other services would include fees for products and services other than the services reported above.

        It is the policy of the audit committee to pre-approve all audit, review or attest engagements and permissible non-audit services to be performed by our independent registered public accounting firm.

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PART IV

ITEM 15.    EXHIBITS AND 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 financial statements of the Company are filed herewith:

2.     Financial Statement Schedule

        Not applicable.

        Schedule 12-14—Investments in and advances to affiliates

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, File No. 001-33376).
        
  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   Amended and Restated Bylaws of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.'s Current Report on Form 8-K filed on March 5, 2008).
        
  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).
 
   

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Exhibit Number   Description
  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).
        
  10.1   Investment Advisory and Management Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.'s Current Report on Form 8-K filed on August 3, 2010).
        
  10.2   Custodian Agreement dated March 21, 2007 between GSC Investment LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.'s Form 10-Q for the quarterly period ended May 31, 2007).
        
  10.3   Administration Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.'s Current Report on Form 8-K filed on August 3, 2010).
        
  10.4   Trademark License Agreement dated July 30, 2010 between Saratoga Investment Advisors, LLC and GSC Investment Corp. (incorporated by reference to Saratoga Investment Corp.'s Current Report on Form 8-K filed on August 3, 2010).
        
  10.5   Credit, Security and Management Agreement dated July 30, 2010 by and among GSC Investment Funding LLC, Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Madison Capital Funding LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.'s Current Report on Form 8-K filed on August 3, 2010).
        
  10.6   Form of Indemnification Agreement between Saratoga Investment Corp. and each officer and director of Saratoga Investment Corp. (incorporated by reference to Amendment No. 2 to Saratoga Investment Corp.'s Registration Statement on Form N-2 filed on January 12, 2007).
        
  21.1   List of Subsidiaries and jurisdiction of incorporation/organization: Saratoga Investment Funding LLC—Delaware; Saratoga Investment Corp. SBIC, LP—Delaware; and Saratoga Investment Corp. GP,  LLC—Delaware.
        
  31.1 * Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  31.2 * Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  32.1 * Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*
Filed herewith

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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 23, 2012

 

By:

 

/s/ CHRISTIAN L. OBERBECK

Christian L. Oberbeck
Chief Executive Officer and President

 

 

By:

 

/s/ RICHARD A. PETROCELLI

Richard A. Petrocelli
Chief Financial Officer, Chief Compliance
Officer and Secretary

        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

Christian L. Oberbeck
  Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer)   May 23, 2012

/s/ MICHAEL J. GRISIUS

Michael J. Grisius

 

Member of the Board of Directors

 

May 23, 2012

/s/ RICHARD A. PETROCELLI

Richard A. Petrocelli

 

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

 

May 23, 2012

/s/ STEVEN M. LOONEY

Steven M. Looney

 

Member of the Board of Directors

 

May 23, 2012

/s/ CHARLES S. WHITMAN III

Charles S. Whitman III

 

Member of the Board of Directors

 

May 23, 2012

/s/ G. CABELL WILLIAMS

G. Cabell Williams

 

Member of the Board of Directors

 

May 23, 2012

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

    F-2  

Consolidated Statement of Assets and Liabilities as of February 29, 2012 and February 28, 2011

    F-3  

Consolidated Statements of Operations for the years ended February 29, 2012, February 28, 2011 and 2010

    F-4  

Consolidated Schedule of Investments as of February 29, 2012 and February 28, 2011

    F-5  

Consolidated Statements of Changes in Net Assets for the years ended February 29, 2012, February 28, 2011, and 2010

    F-11  

Consolidated Statements of Cash Flows for the years ended February 29, 2012, February 28, 2011 and 2010

    F-12  

Notes to Consolidated Financial Statements

    F-13  

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Saratoga Investment Corp.

        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 29, 2012 and February 28, 2011, and the related consolidated statements of operations, changes in net assets and cash flows for the years ended February 29, 2012, February 28, 2011 and 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of February 29, 2012, by correspondence with the custodian and management or agents of the underlying investments. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Saratoga Investment Corp. at February 29, 2012 and February 28, 2011, and the consolidated results of its operations, changes in its net assets and its cash flows for the years ended February 29, 2012, February 28, 2011 and 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
New York, NY
May 23, 2012

F-2


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Saratoga Investment Corp.

Consolidated Statements of Assets and Liabilities

 
  As of  
 
  February 29, 2012   February 28, 2011  

ASSETS

             

Investments at fair value

             

Non-control/non-affiliate investments (amortized cost of $73,161,722 and $73,779,271, respectively)

  $ 69,513,434   $ 57,292,723  

Control investments (cost of $23,540,517 and $27,364,350, respectively)

    25,846,414     22,732,038  
           

Total investments at fair value (amortized cost of $96,702,239 and $101,143,621, respectively)

    95,359,848     80,024,761  

Cash and cash equivalents

    1,325,698     10,735,755  

Cash and cash equivalents, securitization accounts

    25,534,195     4,369,987  

Outstanding interest rate cap at fair value (cost of $131,000 and $131,000, respectively)

    75     16,265  

Interest receivable, (net of reserve of $273,361 and $14,796, respectively)

    1,689,404     1,666,083  

Deferred credit facility financing costs, net

    1,199,490     1,638,768  

Management fee receivable

    227,581     231,753  

Other assets

    94,823     85,166  

Receivable from unsettled trades

    59,511      
           

Total assets

  $ 125,490,625   $ 98,768,538  
           

LIABILITIES

             

Revolving credit facility

  $ 20,000,000   $ 4,500,000  

Payable for unsettled trades

    4,072,500     4,900,000  

Management and incentive fees payable

    2,885,670     2,203,806  

Accounts payable and accrued expenses

    704,949     785,486  

Interest and credit facility fees payable

    53,262     67,792  

Due to manager

    394,094     240,000  
           

Total liabilities

  $ 28,110,475   $ 12,697,084  
           

NET ASSETS

             

Common stock, par value $.001, 100,000,000 common shares authorized, 3,876,661 and 3,277,077 common shares issued and outstanding, respectively

  $ 3,877   $ 3,277  

Capital in excess of par value

    161,644,426     153,768,680  

Distribution in excess of net investment income

    (13,920,068 )   (8,918,890 )

Accumulated net realized loss from investments and derivatives

    (48,874,767 )   (37,548,016 )

Net unrealized depreciation on investments and derivatives

    (1,473,318 )   (21,233,597 )
           

Total Net Assets

    97,380,150     86,071,454  
           

Total liabilities and Net Assets

  $ 125,490,625   $ 98,768,538  
           

NET ASSET VALUE PER SHARE

  $ 25.12   $ 26.26  
           

   

See accompanying notes to consolidated financial statements.

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Saratoga Investment Corp.

Consolidated Statements of Operations

 
  For the year ended
February 29, 2012
  For the year ended
February 28, 2011
  For the year ended
February 28, 2010
 

INVESTMENT INCOME

                   

Interest from investments

                   

Non-control/Non-affiliate investments           

  $ 7,055,709   $ 8,745,939   $ 10,902,482  

Control investments

    4,198,007     3,295,359     2,397,514  
               

Total interest income

    11,253,716     12,041,298     13,299,996  

Interest from cash and cash equivalents

    7,865     8,857     23,624  

Management fee income

    2,011,516     2,032,357     2,057,397  

Other income

    238,579     90,503     236,259  
               

Total investment income

    13,511,676     14,173,015     15,617,276  
               

EXPENSES

                   

Interest and credit facility financing expenses

    1,297,985     2,611,839     4,096,041  

Base management fees

    1,617,496     1,645,552     1,950,760  

Professional fees

    1,455,380     3,325,475     2,071,027  

Administrator expenses

    1,000,000     810,416     670,720  

Incentive management fees

    1,257,087     1,868,503     327,684  

Insurance

    578,746     704,800     869,969  

Directors fees and expenses

    208,851     373,385     294,932  

General & administrative

    389,825     478,730     265,575  

Other expense

    5,445          
               

Expenses before expense waiver and reimbursement

    7,810,815     11,818,700     10,546,708  
               

Expense reimbursement

        (258,562 )   (670,720 )

Waiver of deferred incentive management fees

        (2,636,146 )    
               

Total expenses net of expense waiver and reimbursement

    7,810,815     8,923,992     9,875,988  
               

NET INVESTMENT INCOME BEFORE INCOME TAXES

    5,700,861     5,249,023     5,741,288  

Income tax expense, including excise tax

   
   
   
(27,445

)
               

NET INVESTMENT INCOME

    5,700,861     5,249,023     5,713,843  
               

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

                   

Net realized loss from investments

    (12,185,997 )   (24,684,262 )   (6,653,983 )

Net unrealized appreciation (depreciation) on investments

    19,776,469     36,419,362     (9,525,054 )

Net unrealized appreciation (depreciation) on derivatives

    (16,190 )   (25,882 )   2,634  
               

Net gain (loss) on investments

    7,574,282     11,709,218     (16,176,403 )
               

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 13,275,143   $ 16,958,241   $ (10,462,560 )
               

WEIGHTED AVERAGE—BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE*

  $ 3.87   $ 6.96   $ (9.86 )

WEIGHTED AVERAGE COMMON STOCK OUTSTANDING—BASIC AND DILUTED*

   
3,434,345
   
2,437,577
   
1,061,351
 

*
Earnings per share and Weighted average shares outstanding for the year ended February 28, 2010 have been adjusted to reflect a one-for-ten reverse stock split in August 2010.

   

See accompanying notes to consolidated financial statements.

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Saratoga Investment Corp.

Consolidated Schedule of Investments

February 29, 2012

Company(a)
  Industry   Investment Interest Rate/Maturity   Principal/
Number of
Shares
  Cost   Fair Value(c)   % of
Net
Assets
 

Non-control/Non-affiliated investments—71.4%(b)

                             

Coast Plating, Inc.(d)

 

Aerospace

 

First Lien Term Loan 11.77% Cash, 9/13/2014

 
$

2,550,000
 
$

2,550,000
 
$

2,550,000
   
2.6

%

Coast Plating, Inc.(d)

 

Aerospace

 

First Lien Term Loan 12.52% Cash, 9/13/2014

 
$

950,000
   
950,000.0
   
950,000
   
1.0

%
                             

          Total Aerospace           3,500,000     3,500,000     3.6 %
                             

Legacy Cabinets Holdings(d)(h)

  Building Products   Common Stock Voting A-1     2,535     220,900         0.0 %

Legacy Cabinets Holdings(d)(h)

 

Building Products

 

Common Stock Voting B-1

   
1,600
   
139,424
   
   
0.0

%

Legacy Cabinets, Inc.(d)

 

Building Products

 

First Lien Term Loan 7.25% (1.00% Cash/6.25% PIK), 5/3/2014

 
$

312,198
   
312,198
   
221,629
   
0.2

%
                             

          Total Building Products           672,522     221,629     0.2 %
                             

Targus Group International, Inc.(d)

  Consumer Products   First Lien Term Loan 11.00% Cash, 5/24/2016   $ 3,980,000     3,911,828     3,944,976     4.1 %

Targus Holdings, Inc.(d)

 

Consumer Products

 

Unsecured Notes 10.00% PIK, 6/14/2019

 
$

1,799,479
   
1,799,479
   
963,621
   
1.0

%

Targus Holdings, Inc.(d)(h)

 

Consumer Products

 

Common Stock

   
62,413
   
566,765
   
2,675,645
   
2.7

%
                             

          Total Consumer Products           6,278,072     7,584,242     7.8 %
                             

CFF Acquisition LLC(d)

  Consumer Services   First Lien Term Loan 7.50% Cash, 7/31/2015   $ 2,684,141     2,462,831     2,448,205     2.5 %

PrePaid Legal Services, Inc.(d)

 

Consumer Services

 

First Lien Term Loan 11.00% Cash, 12/31/2016

 
$

3,000,000
   
2,920,411
   
2,940,000
   
3.0

%
                             

          Total Consumer Services           5,383,242     5,388,205     5.5 %
                             

M/C Acquisition Corp., LLC(d)

  Education   First Lien Term Loan 10.00% (4.25% Cash/5.75% PIK), 12/31/2012   $ 2,944,596     1,790,662     591,864     0.6 %

M/C Acquisition Corp., LLC(d)(h)

 

Education

 

Class A Common Stock

   
544,761
   
30,242
   
   
0.0

%
                             

          Total Education           1,820,904     591,864     0.6 %
                             

Advanced Lighting Technologies, Inc.(d)

  Electronics   Second Lien Term Loan 6.25% Cash, 6/1/2014   $ 2,000,000     1,902,053     1,910,400     2.0 %

Group Dekko, Inc. (fka Dekko Technologies, LLC)(d)

 

Electronics

 

Second Lien Term Loan 10.50% (6.50% Cash/4.00% PIK), 5/1/2013

 
$

7,571,152
   
7,571,152
   
7,003,316
   
7.2

%
                             

          Total Electronics           9,473,205     8,913,716     9.2 %
                             

USS Parent Holding Corp.(d)(h)

  Environmental   Non Voting Common Stock     765     133,002     97,810     0.1 %

USS Parent Holding Corp.(d)(h)

 

Environmental

 

Voting Common Stock

   
17,396
   
3,025,798
   
2,225,180
   
2.3

%
                             

          Total Environmental           3,158,800     2,322,990     2.4 %
                             

DCS Business Services, Inc.(d)

  Financial Services   First Lien Term Loan 14.00% Cash, 9/30/2012   $ 1,600,000     1,604,464     1,600,000     1.6 %

Big Train, Inc.(d)

 

Food and Beverage

 

First Lien Term Loan 7.75% Cash, 3/31/2012

 
$

1,406,768
   
1,389,640
   
1,368,785
   
1.4

%

HOA Restaurant Group, LLC.(d)

 

Food and Beverage

 

Senior Secured Notes 11.25% Cash, 4/1/2017

 
$

4,000,000
   
3,880,000
   
3,880,000
   
4.0

%
                             

          Total Food and Beverage           5,269,640     5,248,785     5.4 %
                             

Maverick Healthcare Group(d)

  Healthcare Services   First Lien Term Loan 10.75% Cash, 12/31/2016   $ 4,950,000     4,867,725     4,824,270     5.0 %

McMillin Companies LLC(d)(h)

 

Homebuilding

 

Senior Secured Notes 0% Cash, 12/31/2013

 
$

550,000
   
511,952
   
288,915
   
0.3

%

F-5


Table of Contents


Saratoga Investment Corp.

Consolidated Schedule of Investments (Continued)

February 29, 2012

Company(a)
  Industry   Investment Interest Rate/Maturity   Principal/
Number of
Shares
  Cost   Fair Value(c)   % of
Net
Assets
 

Capstone Logistics, LLC(d)

 

Logistics

 

First Lien Term Loan 7.50% Cash, 9/16/2016

  $ 997,118     982,954     997,118     1.0 %

Capstone Logistics, LLC(d)

 

Logistics

 

First Lien Term Loan 13.50% Cash, 9/16/2016

 
$

4,000,000
   
3,943,183
   
4,000,000
   
4.1

%

Worldwide Express Operations, LLC(d)

 

Logistics

 

First Lien Term Loan 7.50% Cash, 6/30/2013

 
$

6,680,276
   
6,412,355
   
6,103,100
   
6.3

%
                             

          Total Logistics           11,338,492     11,100,218     11.4 %
                             

Sabre Industries, Inc(d)

  Manufacturing   Senior Unsecured Loan 15.00% (12.00% Cash/3.00% PIK), 6/6/2016   $ 6,000,000     5,852,741     6,000,000     6.2 %

Elyria Foundry Company, LLC(d)

 

Metals

 

Senior Secured Notes 17.00% (13.00% Cash/4.00% PIK), 3/1/2013

 
$

7,428,456
   
7,224,787
   
6,537,041
   
6.7

%

Elyria Foundry Company, LLC(d)(h)

 

Metals

 

Warrants to Purchase Limited Liability Company Interests

   
3,000
   
   
   
0.0

%
                             

          Total Metals           7,224,787     6,537,041     6.7 %
                             

Network Communications, Inc.(d)

  Publishing   Unsecured Notes 8.60% PIK, 1/14/2020   $ 2,422,095     1,924,577     1,044,892     1.0 %

Network Communications, Inc.(d)(h)

 

Publishing

 

Common Stock

   
211,429
   
   
691,373
   
0.7

%

Penton Media, Inc.(d)

 

Publishing

 

First Lien Term Loan 5.00% (4.00% Cash/ 1.00% PIK), 8/1/2014

 
$

4,839,526
   
4,280,599
   
3,655,294
   
3.8

%
                             

          Total Publishing           6,205,176     5,391,559     5.5 %
                             

Sub Total Non-control/Non-affiliated investments

              73,161,722     69,513,434     71.4 %
                             

Control investments—26.5%(b)

                                 

GSC Partners CDO GP III, LP(g)(h)

 

Financial Services

 

100% General Partnership Interest

   
   
   
   
0.0

%

GSC Investment Corp. CLO 2007 LTD.(d)(e)(g)

 

Structured Finance
Securities

 

Other/Structured Finance Securities 17.38%, 1/21/2020

 
$

30,000,000
   
23,540,517
   
25,846,414
   
26.5

%
                             

Sub Total Control investments

                  23,540,517     25,846,414     26.5 %
                             

Affiliate investments—0.0%(b)

                                 

GSC Partners CDO GP III, LP(f)(h)

 

Financial Services

 

6.24% Limited Partnership Interest

   
   
   
   
0.0

%
                             

Sub Total Affiliate investments

                          0.0 %
                             

TOTAL INVESTMENTS—97.9%(b)

                $ 96,702,239   $ 95,359,848     97.9 %
                             

 

Outstanding interest rate cap
  Interest
rate
  Maturity   Notional   Cost   Fair
Value
  % of
Net
Assets
 

Interest rate cap

    8.0 %   2/9/2014   $ 19,591,837   $ 87,000   $ 54     0.0 %

Interest rate cap

    8.0 %   11/30/2013     10,332,000     44,000     21     0.0 %
                                 

Total Outstanding interest rate cap

                    $ 131,000   $ 75     0.0 %
                                 

*
Amounts to less than 0.05%

(a)
All of our equity and debt investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except GSC Investment Corp. CLO 2007 Ltd. and GSC Partners CDO GP III, LP.

(b)
Percentages are based on net assets of $97,380,150 as of February 29, 2012.

F-6


Table of Contents


Saratoga Investment Corp.

Consolidated Schedule of Investments (Continued)

February 29, 2012

(c)
Because there is no readily available market value for these investments, the fair value of these investments is approved in good faith by our board of directors. (see Note 3 to the consolidated financial statements).

(d)
These securities are pledged as collateral under a senior secured revolving credit facility (see Note 6 to the consolidated financial statements).

(e)
17.38% represents the modeled effective interest rate that is expected to be earned over the life of the investment.

(f)
As defined in the Investment Company Act, we are an "Affiliate" of this portfolio company because we own 5% or more of the portfolio company's outstanding voting securities. Transactions during the period in which the issuer was an Affiliate are as follows:

Company
  Purchases   Redemptions   Sales
(cost)
  Interest
Income
  Management
fee income
  Net Realized
gains/(losses)
  Net
Unrealized
gains/(losses)
 

GSC Partners CDO GP III, LP

  $   $   $   $   $   $   $  
(g)
As defined in the Investment Company Act, we "Control" this portfolio company because we own more than 25% of the portfolio company's outstanding voting securities. Transactions during the period in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:

Company
  Purchases   Redemptions   Sales
(cost)
  Interest
Income
  Management
fee income
  Net Realized
gains/(losses)
  Net
Unrealized
gains/(losses)
 

GSC Investment Corp. CLO 2007 LTD. 

  $   $   $   $ 4,198,007   $ 2,011,516   $   $ 6,938,209  

GSC Partners CDO GP III, LP

  $   $   $   $   $   $   $  
(h)
Non-income producing at February 29, 2012.

F-7


Table of Contents


Saratoga Investment Corp.

Consolidated Schedule of Investments

February 28, 2011

Company(a)
  Industry   Investment Interest
Rate/Maturity
  Principal/
Number of Shares
  Cost   Fair Value(c)   % of
Net
Assets
 

Non-control/Non-affiliated investments—83.3%(b)

                                 

Legacy Cabinets Holdings(d)(i)

 

Building Products

 

Common Stock Voting A-1

 
$

2,535
 
$

220,900
 
$

   
0.0

%

Legacy Cabinets Holdings(d)(i)

 

Building Products

 

Common Stock Voting B-1

   
1,600
   
139,424
   
   
0.0

%

Legacy Cabinets, Inc.(d)(i)

 

Building Products

 

First Lien Term Loan
7.25%, 5/3/2014

 
$

293,474
   
293,474
   
154,455
   
0.2

%
                             

     

    Total Building Products

         
653,798
   
154,455
   
0.2

%
                             

Hopkins Manufacturing Corporation(d)

 

Consumer Products

 

Second Lien Term Loan
7.54%, 1/26/2012

 
$

3,250,000
   
3,249,024
   
3,233,750
   
3.7

%

Targus Holdings, Inc.(d)

 

Consumer Products

 

First Lien Term Loan
8.75%, 11/22/2012

 
$

3,169,227
   
3,057,616
   
3,147,834
   
3.7

%

Targus Holdings, Inc.(d)

 

Consumer Products

 

Unsecured Notes
10.00%, 12/14/2015

 
$

1,538,235
   
1,538,235
   
985,547
   
1.1

%

Targus Holdings, Inc.(d)(i)

 

Consumer Products

 

Common Stock

   
62,413
   
566,765
   
2,881,608
   
3.3

%
                             

     

    Total Consumer Products

         
8,411,640
   
10,248,739
   
11.8

%
                             

CFF Acquisition LLC(d)

 

Consumer Services

 

First Lien Term Loan
7.50%, 7/31/2013

 
$

285,876
   
285,876
   
244,424
   
0.3

%

M/C Acquisition Corp., LLC(d)

 

Education

 

First Lien Term Loan
1.00%, 12/31/2012

 
$

870,791
   
870,791
   
258,625
   
0.3

%

M/C Acquisition Corp., LLC(d)(i)

 

Education

 

Class A Common Stock

   
166,327
   
30,241
   
   
0.0

%
                             

     

    Total Education

         
901,032
   
258,625
   
0.3

%
                             

Advanced Lighting Technologies, Inc.(d)

 

Electronics

 

Second Lien Term Loan
6.29%, 6/1/2014

 
$

2,000,000
   
1,858,442
   
1,867,092
   
2.2

%

Dekko Technologies, LLC(d)

 

Electronics

 

Second Lien Term Loan
10.50%, 1/20/2012

 
$

7,198,935
   
7,198,935
   
6,766,999
   
7.9

%
                             

     

    Total Electronics

         
9,057,377
   
8,634,091
   
10.1

%
                             

USS Parent Holding Corp.(d)(i)

 

Environmental

 

Non Voting Common Stock

   
765
   
133,002
   
124,311
   
0.1

%

USS Parent Holding Corp.(d)(i)

 

Environmental

 

Voting Common Stock

   
17,396
   
3,025,798
   
2,828,080
   
3.3

%
                             

     

    Total Environmental

         
3,158,800
   
2,952,391
   
3.4

%
                             

Bankruptcy Management Solutions, Inc.(d)

 

Financial Services

 

Second Lien Term Loan
1.25%, 8/20/2015

 
$

2,450,499
   
2,450,499
   
110,272
   
0.1

%

Bankruptcy Management Solutions, Inc.(d)(i)

 

Financial Services

 

Common Stock

 
$

27,197
   
   
   
0.0

%

Bankruptcy Management Solutions, Inc.(d)(i)

 

Financial Services

 

Warrants

 
$

2,510
   
   
   
0.0

%

DCS Business Services, Inc. 

 

Financial Services

 

First Lien Term Loan
13.75%, 9/30/2012

 
$

1,600,000
   
1,612,135
   
1,600,000
   
1.9

%
                             

     

    Total Financial Services

         
4,062,634
   
1,710,272
   
2.0

%
                             

F-8


Table of Contents


Saratoga Investment Corp.

Consolidated Schedule of Investments (Continued)

February 28, 2011

Company(a)
  Industry   Investment Interest
Rate/Maturity
  Principal/
Number of Shares
  Cost   Fair Value(c)   % of
Net
Assets
 

Big Train, Inc.(d)

 

Food and Beverage

 

First Lien Term Loan
7.75%, 3/31/2012

  $ 1,687,008     1,403,224     1,545,637     1.8 %

PRACS Institute, LTD(d)

 

Healthcare Services

 

Second Lien Term Loan
10.00%, 4/17/2013

 
$

4,093,750
   
4,069,847
   
3,014,420
   
3.5

%

Maverick Healthcare Group(d)

 

Healthcare Services

 

First Lien Term Loan
10.75%, 12/31/2016

 
$

5,000,000
   
4,900,000
   
5,000,000
   
5.8

%
                             

     

    Total Healthcare Services

         
8,969,847
   
8,014,420
   
9.3

%
                             

McMillin Companies LLC(d)

 

Homebuilding

 

Senior Secured Notes
9.53%, 10/31/2013

 
$

1,100,000
   
1,067,024
   
816,200
   
0.9

%

Worldwide Express Operations, LLC(d)

 

Logistics

 

First Lien Term Loan
7.50%, 6/30/2013

 
$

2,865,629
   
2,862,910
   
2,498,828
   
2.9

%

Jason Incorporated(d)(i)

 

Manufacturing

 

Senior Secured Notes
10.25%, 12/21/2015

 
$

2,414,272
   
2,414,272
   
2,391,318
   
2.8

%

Specialized Technology Resources, Inc.(d)

 

Manufacturing

 

Second Lien Term Loan
7.26%, 12/15/2014

 
$

5,000,000
   
4,833,437
   
4,966,500
   
5.8

%
                             

     

    Total Manufacturing

         
7,247,709
   
7,357,818
   
8.6

%
                             

Elyria Foundry Company, LLC(d)

 

Metals

 

Senior Secured Notes
17.00%, 3/1/2013

 
$

5,100,000
   
5,017,225
   
4,231,222
   
4.9

%

Elyria Foundry Company, LLC(d)(i)

 

Metals

 

Warrants to Purchase Limited Liability Company Interests

   
3,000
   
   
   
0.0

%
                             

     

    Total Metals

         
5,017,225
   
4,231,222
   
4.9

%
                             

Grant U.S. Holdings LLP(d)(e)(i)

 

Natural Resources

 

Second Lien Term Loan
0.00%, 9/20/2013

 
$

6,349,512
   
6,349,348
   
   
0.0

%

Energy Alloys, LLC(d)(i)

 

Oil and Gas

 

Second Lien Term Loan
3.00%, 6/30/2015

 
$

6,429,092
   
6,429,092
   
316,954
   
0.4

%

Energy Alloys, LLC(d)(i)

 

Oil and Gas

 

Warrants to Purchase Limited Liability Company Interests

   
3
   
   
   
0.0

%
                             

     

    Total Oil and Gas

         
6,429,092
   
316,954
   
0.4

%
                             

Terphane Holdings Corp.(d)(e)(i)

 

Packaging

 

Senior Secured Notes
14.00%, 6/15/2015

 
$

2,500,000
   
2,500,000
   
2,453,250
   
2.9

%

Network Communications, Inc.(d)(i)

 

Publishing

 

Unsecured Notes
8.60%, 1/14/2020

 
$

1,285,714
   
1,285,714
   
929,314
   
1.1

%

Network Communications, Inc.(d)(i)

 

Publishing

 

Common Stock

 
$

211,429
   
   
900,688
   
1.0

%

Penton Media, Inc.(d)

 

Publishing

 

First Lien Term Loan
5.00%, 8/1/2014

 
$

4,839,376
   
4,116,021
   
4,025,393
   
4.7

%
                             

     

    Total Publishing

         
5,401,735
   
5,855,395
   
6.8

%
                             

Sub Total Non-control/Non-affiliated investments

                 
73,779,271
   
57,292,721
   
66.6

%
                             

F-9


Table of Contents


Saratoga Investment Corp.

Consolidated Schedule of Investments (Continued)

February 28, 2011

Company(a)
  Industry   Investment Interest
Rate/Maturity
  Principal/
Number of Shares
  Cost   Fair Value(c)   % of
Net
Assets
 

Control investments—28.2%(b)

                                 

GSC Partners CDO GP III, LP(h)(i)

 

Financial Services

 

100% General
Partnership Interest

   
   
   
   
0.0

%

GSC Investment Corp. CLO 2007 LTD.(d)(f)(h)

 

Structured Finance Securities

 

Other/Structured
Finance Securities
11.99%, 1/21/2020

 
$

30,000,000
   
27,364,350
   
22,732,038
   
26.4

%
                             

Sub Total Control investments

                 
27,364,350
   
22,732,038
   
26.4

%
                             

Affiliate investments—0.0%(b)

                                 

GSC Partners CDO GP III, LP(g)(i)

 

Financial Services

 

6.24% Limited
Partnership Interest

   
   
   
   
0.0

%
                             

Sub Total Affiliate investments

                 
   
   
0.0

%
                             

TOTAL INVESTMENTS—111.5%(b)

               
$

101,143,621
 
$

80,024,759
   
93.0

%
                             

 

Outstanding interest rate cap
  Interest rate   Maturity   Notional   Cost   Fair Value   % of
Net Assets
 

Interest rate cap

    8.0 %   2/9/2014   $ 29,387,755   $ 87,000   $ 11,893     0.0 %

Interest rate cap

    8.0 %   11/30/2013     23,966,000     44,000     4,372     0.0 %
                                 

Total Outstanding interest rate cap

                    $ 131,000   $ 16,265     0.0 %
                                 

*
Amounts to less than 0.05%

(a)
All of our equity and debt investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except Grant U.S. Holdings LLP, GSC Investment Corp. CLO 2007 Ltd., Terphane Holdings Corp., and GSC Partners CDO GP III, LP.

(b)
Percentages are based on net assets of as of $86,071,454 February 28, 2011.

(c)
Fair valued investment (see Note 3 to the consolidated financial statements).

(d)
These securities are pledged as collateral under a revolving securitized credit facility (see Note 7 to the consolidated financial statements).

(e)
Non-U.S. company. The principal place of business for Terphane Holdings Corp is Brazil, and for Grant U.S. Holdings LLP is Canada.

(f)
11.99% represents the modeled effective interest rate that is expected to be earned over the life of the investment.

(g)
As defined in the Investment Company Act, we are an "Affiliate" of this portfolio company because we own 5% or more of the portfolio company's outstanding voting securities. Transactions during the period in which the issuer was an Affiliate are as follows:

Company
  Purchases   Redemptions   Sales (cost)   Interest
Income
  Management
fee income
  Net Realized
gains/
(losses)
  Net Unrealized
gains/
(losses)
 

GSC Partners CDO GP III, LP

  $   $   $   $   $   $   $  
(h)
As defined in the Investment Company Act, we "Control" this portfolio company because we own more than 25% of the portfolio company's outstanding voting securities. Transactions during the period in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:

Company
  Purchases   Redemptions   Sales (cost)   Interest
Income
  Management
fee income
  Net Realized
gains/
(losses)
  Net Unrealized
gains/
(losses)
 

GSC Investment Corp. CLO 2007 LTD. 

  $   $   $   $ 3,295,359   $ 2,032,357   $   $ 7,902,482  

GSC Partners CDO GP III, LP

  $   $   $   $   $   $   $  
(i)
Non-income producing at February, 2011.

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Saratoga Investment Corp.

Consolidated Statements of Changes in Net Assets

 
  For the year ended
February 29, 2012
  For the year ended
February 28, 2011
  For the year ended
February 28, 2010
 

INCREASE (DECREASE) FROM OPERATIONS:

                   

Net investment income

  $ 5,700,861   $ 5,249,023   $ 5,713,843  

Net realized loss from investments

    (12,185,997 )   (24,684,262 )   (6,653,983 )

Net unrealized appreciation (depreciation) on investments

    19,776,469     36,419,362     (9,525,054 )

Net unrealized appreciation (depreciation) on derivatives

    (16,190 )   (25,882 )   2,634  
               

Net increase (decrease) in net assets from operations

    13,275,143     16,958,241     (10,462,560 )
               

DECREASE FROM SHAREHOLDER DISTRIBUTIONS:

                   

Distributions declared

    (9,831,231 )   (11,795,705 )   (15,131,775 )
               

Net decrease in net assets from shareholder distributions

    (9,831,231 )   (11,795,705 )   (15,131,775 )
               

CAPITAL SHARE TRANSACTIONS:

                   

Stock dividend distribution

    7,864,784     10,615,905     13,058,710  

Issuance of common stock, net of issuance costs

        14,814,861      
               

Net increase in net assets from capital share transactions

    7,864,784     25,430,766     13,058,710  
               

Total increase/(decrease) in net assets

    11,308,696     30,593,302     (12,535,625 )

Net assets at beginning of period

    86,071,454     55,478,152     68,013,777  
               

Net assets at end of period

  $ 97,380,150   $ 86,071,454   $ 55,478,152  
               

Net asset value per common share

  $ 25.12   $ 26.26   $ 32.75  

Common shares outstanding at end of period

    3,876,661     3,277,077     1,694,011  

Distribution in excess of net investment income

  $ (13,920,068 ) $ (8,918,890 ) $ (2,846,135 )

*
Net Asset Value per share and end of year shares outstanding for the year ended February 28, 2010 has been adjusted to reflect a one-for-ten reverse stock split in August 2010.

   

See accompanying notes to consolidated financial statements.

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Saratoga Investment Corp.

Consolidated Statements of Cash Flows

 
  For the year ended
February 29, 2012
  For the year ended
February 28, 2011
  For the year ended
February 28, 2010
 

Operating activities

                   

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

  $ 13,275,143   $ 16,958,241   $ (10,462,560 )

ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS TO NET CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES:

                   

Paid-in-kind interest income

    (1,442,004 )   (1,144,799 )   (858,730 )

Net accretion of discount on investments

    (1,191,822 )   (732,522 )   (966,191 )

Amortization of deferred credit facility financing costs

    674,724     397,164     633,349  

Reversal of deferred incentive management fees

        (2,636,146 )    

Net realized (gain) loss from investments

    12,185,997     24,684,262     6,653,983  

Net unrealized (appreciation) depreciation on investments

    (19,776,469 )   (36,419,362 )   9,525,054  

Net unrealized (appreciation) depreciation on derivatives

    16,190     25,882     (2,634 )

Proceeds from sale and redemption of investments

    33,568,147     31,974,810     15,185,210  

Purchase of investments

    (38,678,936 )   (9,014,000 )    

(Increase) decrease in operating assets:           

                   

Cash and cash equivalents, securitization accounts

    (21,164,208 )   (4,144,563 )   952,777  

Interest receivable

    (23,321 )   1,807,878     (386,293 )

Management fee receivable

    4,172     96,175     (90,558 )

Other assets

    (9,657 )   55,106     180,988  

Receivable from unsettled trades

    (59,511 )        

Increase (decrease) in operating liabilities:

                   

Payable for unsettled trades

    (827,500 )   4,900,000      

Management and incentive fees payable

    681,864     1,768,859     190,426  

Accounts payable and accrued expenses

    (80,537 )   (325,595 )   410,544  

Interest and credit facility fees payable           

    (14,530 )   (199,374 )   194,341  

Due to manager

    154,094     224,398     15,602  
               

NET CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES

    (22,708,164 )   28,276,414     21,175,308  
               

Financing activities

                   

Issuance of shares of common stock

        15,000,001      

Payment of common stock issuance costs

        (185,140 )    

Borrowings on debt

    20,000,000     20,000,000      

Paydowns on debt

    (4,500,000 )   (52,492,222 )   (22,002,451 )

Credit facility financing cost

    (235,446 )   (2,035,932 )   (103,582 )

Payments of cash dividends

    (1,966,447 )   (1,179,800 )   (2,073,066 )
               

NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES

    13,298,107     (20,893,093 )   (24,179,099 )
               

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

    (9,410,057 )   7,383,321     (3,003,791 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    10,735,755     3,352,434     6,356,225  
               

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 1,325,698   $ 10,735,755   $ 3,352,434  
               

Supplemental Information:

                   

Interest paid during the period

  $ 637,791   $ 2,414,049   $ 3,268,351  

Supplemental non-cash information

                   

Paid-in-kind interest income

  $ 1,442,004   $ 1,144,799   $ 858,730  

Net accretion of discount on investments

  $ 1,191,822   $ 732,522   $ 966,191  

Amortization of deferred credit facility financing costs

  $ 674,724   $ 397,164   $ 633,349  

Reversal of deferred incentive management fees

  $   $ 2,636,146   $  

Stock dividend distribution

  $ 7,864,784   $ 10,615,905   $ 13,058,710  

   

See accompanying notes to consolidated financial statements.

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

Note 1. Organization and Basis of Presentation

        Saratoga Investment Corp. (the "Company", "we", "our" and "us") is a non-diversified closed end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company ("BDC") under the Investment Company Act of 1940 (the "1940 Act"). We commenced operations on March 23, 2007 as GSC Investment Corp. and completed our initial public offering ("IPO") on March 28, 2007. We have elected to be treated as a regulated investment company ("RIC") under subchapter M of the Internal Revenue Code (the "Code"). We expect to continue to qualify and to elect to be treated for tax purposes as a RIC. Our investment objective is to generate current income and, to a lesser extent, capital appreciation from our investments.

        GSC Investment, LLC (the "LLC") was organized in May 2006 as a Maryland limited liability company. As of February 28, 2007, the LLC had not yet commenced its operations and investment activities.

        On March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company as the surviving entity, in accordance with the procedure for such merger in the LLC's limited liability company agreement and Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share of common stock of the Company.

        On July 30, 2010, the Company changed its name from "GSC Investment Corp." to "Saratoga Investment Corp." in conjunction with the transaction described in "Note 14. Recapitalization Transaction" below.

        We are externally managed and advised by our investment adviser, Saratoga Investment Advisors, LLC (the "Manager"), pursuant to an investment advisory and management agreement. Prior to July 30, 2010, we were managed and advised by GSCP (NJ), L.P.

        The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles ("GAAP") and include the accounts of the Company and its special purpose financing subsidiary, Saratoga Investment Funding, LLC (previously known as GSC Investment Funding LLC). 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 subsidiary, except as stated otherwise.

Note 2. Summary of Significant Accounting Policies

Use of Estimates in the Preparation of Financial Statements

        The preparation of the accompanying consolidated financial statements in conformity with 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.

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Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 2. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

        Cash and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which approximates fair value. Per section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another registered investment company such as, a money market fund if such investment would cause the Company to exceed any of the following limitations:

Cash and Cash Equivalents, Securitization Accounts

        Cash and cash equivalents, securitization accounts include amounts held in designated bank accounts in the form of cash and short-term liquid investments in money market funds representing payments received on securitized investments or other reserved amounts associated with our $40 million senior secured revolving credit facility with Madison Capital Funding LLC. The Company is required to use a portion of these amounts to pay interest expense, reduce borrowings, or pay other amounts in accordance with the related securitization agreements. Cash held in such accounts may not be available for the general use of the Company.

Investment Classification

        The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "Control Investments" are defined as investments in companies in which we own more than 25% of the voting securities or maintain greater than 50% of the board representation. Under the 1940 Act, "Affiliated Investments" are defined as those non-control investments in companies in which we own between 5% and 25% 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("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 at the statement of assets and liabilities 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.

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Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 2. Summary of Significant Accounting Policies (Continued)

        Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third party pricing services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our board of directors based on input from our Manager, the audit committee of our board of directors and a third party independent valuation firm. Determinations of fair value may involve subjective judgments and estimates. The types of factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company's ability to make payments, market yield trend analysis, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow and other relevant factors.

        We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

        In addition, all our investments are subject to the following valuation process:

        Our investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") is carried at fair value, which is based on a discounted cash flow model that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flow models, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The models use a set of assumptions including projected default rates, recovery rates, reinvestment rate and prepayment rates in order to arrive at estimated valuations. The assumptions are based on available market data and projections provided by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flows analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO.

F-15


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 2. Summary of Significant Accounting Policies (Continued)

        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. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.

Derivative Financial Instruments

        We account for derivative financial instruments in accordance with 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 over the life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortizations of premium on investments.

        Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as a reduction in principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection.

        Interest income on our investment in 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.

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Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 2. Summary of Significant Accounting Policies (Continued)

Paid-in-Kind Interest

        The Company holds debt investments in its portfolio that contain a payment-in-kind ("PIK") interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We stop accruing PIK interest if we do not expect the issuer to be able to pay all principal and interest when due.

Deferred Credit Facility Financing Costs

        Financing costs incurred in connection with our credit facilities are deferred and amortized using the straight line method over the life of the respective facility.

Indemnifications

        In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote.

Income Taxes

        The Company has filed an election to be treated for tax purposes as a RIC under Subchapter M of the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes. Therefore, no provision has been recorded for federal income taxes.

        In order to qualify as a RIC, among other requirements, the Company 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 a nondeductible U.S. federal excise tax of 4% on undistributed income if it does not distribute at least 98% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31.

        Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4% 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.

        In accordance with certain applicable Treasury regulations and private letter rulings issued by the Internal Revenue Service, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash will receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder,

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 2. Summary of Significant Accounting Policies (Continued)

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.

        ASC 740, Income Taxes, 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 in the consolidated statement of operations. During the fiscal year ended February 29, 2012, the Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2009, 2010 and 2011 federal tax years for the Company remain subject to examination by the IRS.

Dividends

        Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors. Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain such capital gains for reinvestment.

        We have adopted a dividend reinvestment plan 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 our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends. If our common stock is trading below net asset value at the time of valuation, the plan administrator may receive the dividend or distribution in cash and purchase common stock in the open market, on the New York Stock Exchange or elsewhere, for the account of each participant in our dividend reinvestment plan.

Capital Gains Incentive Fee

        The Company records an expense accrual on the Consolidated Statement of Operations, relating to the capital gains incentive fee payable on the Consolidated Statement of Assets and Liabilities, by the Company to its investment adviser when the unrealized gains on its investments exceed all realized capital losses on its investments given the fact that a capital gains incentive fee would be owed to the investment adviser if the Company were to liquidate its investment portfolio at such time. The actual incentive fee payable to the Company's investment adviser related to capital gains will be determined and payable in arrears at the end of each fiscal year and will include only realized capital gains for the period.

New Accounting Pronouncements

        In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which requires entities to disclose information about offsetting and related arrangements to

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 2. Summary of Significant Accounting Policies (Continued)

enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

        In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"), which amends U.S. GAAP to conform it with fair value measurement and disclosure requirements in International Financial Reporting Standards ("IFRS"). The amendments in ASU 2011-04 change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. We are currently evaluating the impact this accounting standards update will have on our consolidated financial statements. The amendments in ASU 2011-04 are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.

Risk Management

        In the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements and volatility in investment prices.

        Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment's carrying amount.

        The Company is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in securitization 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.

Note 3. Investments

        As noted above, the Company values all investments in accordance with ASC 820. ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. 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 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

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 3. Investments (Continued)

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:

        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 (see Note 2). Consistent with our Company's valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.

        The following table presents fair value measurements of investments, by major class, as of February 29, 2012 (dollars in thousands), according to the fair value hierarchy:

 
  Fair Value Measurements  
 
  Level 1   Level 2   Level 3   Total  

First lien term loans

  $   $   $ 36,196   $ 36,196  

Second lien term loans

            8,914     8,914  

Senior secured notes

            10,706     10,706  

Senior unsecured loans

            6,000     6,000  

Unsecured notes

            2,008     2,008  

Structured finance securities

            25,846     25,846  

Equity interest

            5,690     5,690  

Limited partnership interest

                 
                   

Total

  $   $   $ 95,360   $ 95,360  
                   

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 3. Investments (Continued)

        The following table presents fair value measurements of investments, by major class, as of February 28, 2011 (dollars in thousands), according to the fair value hierarchy:

 
  Fair Value Measurements  
 
  Level 1   Level 2   Level 3   Total  

First lien term loans

  $   $   $ 18,475   $ 18,475  

Second lien term loans

            20,276     20,276  

Senior secured notes

            9,892     9,892  

Unsecured notes

            1,915     1,915  

Structured finance securities

            22,732     22,732  

Equity interest

            6,735     6,735  

Limited partnership interest

                 
                   

Total

  $   $   $ 80,025   $ 80,025  
                   

        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, 2012 (dollars in thousands):

 
  First lien
term loans
  Second lien
term loans
  Senior
secured
notes
  Senior
unsecured
loans
  Unsecured
notes
  Structured
finance
securities
  Common
stock/equities
  Total  

Balance as of February 28, 2011

  $ 18,475   $ 20,276   $ 9,892   $   $ 1,915   $ 22,732   $ 6,735   $ 80,025  

Net unrealized gains (losses)

    (1,256 )   15,603     196     147     (807 )   6,938     (1,045 )   19,776  

Purchases and other adjustments to cost

    27,732     602     6,226     5,853     900             41,313  

Sales and redemptions

    (8,769 )   (14,868 )   (5,766 )           (3,824 )   (341 )   (33,568 )

Net realized gain (loss) from investments

    14     (12,699 )   158                 341     (12,186 )
                                   

Balance as of February 29, 2012

  $ 36,196   $ 8,914   $ 10,706   $ 6,000   $ 2,008   $ 25,846   $ 5,690   $ 95,360  
                                   

        Purchases and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK.

        Sales and redemptions represent net proceeds received from investments sold, and principal paydowns received, during the period.

        The net change in unrealized gain/loss on investments held as of February 29, 2012 is $4,057,635 and is included in net unrealized appreciation (depreciation) on investments in the Consolidated Statements of Operations.

F-21


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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 3. Investments (Continued)

        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, 2011 (dollars in thousands):

 
  First lien
term loans
  Second lien
term loans
  Senior
secured
notes
  Unsecured
notes
  Structured
finance
securities
  Common
stock/equities
  Total  

Balance as of February 28, 2010

  $ 16,653   $ 20,267   $ 27,742   $ 5,690   $ 16,698   $ 2,323   $ 89,373  

Net unrealized gains (losses)

    1,356     4,834     4,568     13,706     7,903     4,052     36,419  

Purchases and other adjustments to cost

    7,066     648     3,330     (511 )       360     10,893  

Sales and redemptions

    (6,013 )   (25 )   (22,214 )   (1,855 )   (1,869 )       (31,976 )

Net realized loss from investments

    (587 )   (5,448 )   (3,534 )   (15,115 )           (24,684 )
                               

Balance as of February 28, 2011

  $ 18,475   $ 20,276   $ 9,892   $ 1,915   $ 22,732   $ 6,735   $ 80,025  
                               

        Purchases and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK.

        Sales and redemptions represent net proceeds received from investments sold, and principal paydowns received, during the period.

        The net change in unrealized gain/loss on investments held as of February 28, 2011 is $12,695,325 and is included in net unrealized appreciation (depreciation) on investments in the Consolidated Statements of Operations.

        The composition of our investments as of February 29, 2012, at amortized cost and fair value were 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

  $ 38,379     39.7 % $ 36,196     38.0 %

Second lien term loans

    9,473     9.8     8,914     9.4  

Senior secured notes

    11,617     12.0     10,706     11.2  

Senior unsecured loans

    5,852     6.1     6,000     6.3  

Unsecured notes

    3,724     3.8     2,008     2.1  

Structured finance securities

    23,541     24.3     25,846     27.1  

Equity interest

    4,116     4.3     5,690     5.9  

Limited partnership interest

                 
                   

Total

  $ 96,702     100.0 % $ 95,360     100.0 %
                   

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Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 3. Investments (Continued)

        The composition of our investments as of February 28, 2011, at amortized cost and fair value were 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

  $ 19,402     19.2 % $ 18,475     23.1 %

Second lien term loans

    36,439     36.0     20,276     25.3  

Senior secured notes

    10,999     10.9     9,892     12.4  

Unsecured notes

    2,824     2.8     1,915     2.4  

Structured finance securities

    27,364     27.0     22,732     28.4  

Equity interest

    4,116     4.1     6,735     8.4  

Limited partnership interest

                 
                   

Total

  $ 101,144     100.0 % $ 80,025     100.0 %
                   

        For loans and debt securities for which market quotations are not available, we determine their fair value based on third party indicative broker quotes, where available, or the assumptions that a hypothetical market participant would use to value the security in a current hypothetical sale using a market yield valuation methodology. In applying the market yield valuation methodology, we determine the fair value based on such factors as market participant assumptions including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. If, in our judgment, the market yield methodology is not sufficient or appropriate, we may use additional methodologies such as an asset liquidation or expected recovery model.

        For equity securities of portfolio companies and partnership interests, we determine the fair value based on the market approach with value then attributed to equity or equity like securities using the enterprise value waterfall valuation methodology. Under the enterprise value waterfall valuation methodology, we determine the enterprise fair value of the portfolio company and then waterfall the enterprise value over the portfolio company's securities in order of their preference relative to one another. To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The methodologies for performing investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company. For non-performing investments, we may estimate the liquidation or collateral value of the portfolio company's assets and liabilities. We also take into account historical and anticipated financial results.

        Our investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") is carried at fair value, which is based on a discounted cash flow model that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the

F-23


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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 3. Investments (Continued)

characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flow models, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The models use a set of assumptions including projected default rates, recovery rates, reinvestment rate and prepayment rates in order to arrive at estimated valuations. The assumptions are based on available market data and projections provided by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flows analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO at February 29, 2012. The significant inputs for the valuation model include:

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO")

        On January 22, 2008, we invested $30 million in all of the outstanding subordinated notes of Saratoga CLO (which are referred in the unaudited balance sheet of Saratoga CLO below as "Preference shares"), a collateralized loan obligation fund managed by us that invests primarily in senior secured loans. Additionally, we entered into a collateral management agreement with Saratoga CLO pursuant to which we act as collateral manager to it. In return for our collateral management services, we are entitled to a senior collateral management fee of 0.10% and a subordinate collateral management fee of 0.40% of the outstanding principal amount of Saratoga CLO's assets, to be paid quarterly to the extent of available proceeds. We are also entitled to an incentive management fee equal to 20% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return equal to or greater than 12%. For the years ended February 29, 2012, February 28, 2011 and 2010, we accrued $2.0, $2.0 and $2.1 million in management fee income, respectively and $4.2, $3.3 and $2.4 million in interest income, respectively, from Saratoga CLO. We did not accrue any amounts related to the incentive management fee as the 12% hurdle rate has not yet been achieved.

        At February 29, 2012, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $25.8 million, whereas the net asset value of Saratoga CLO on such date was $24.0 million. The Company does not believe that the net asset value of Saratoga CLO, which is the difference between Saratoga CLO's assets and liabilities at a given point in time, necessarily equates to the fair value of its investment in the subordinated notes of Saratoga CLO. Specifically, the Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. At February 29, 2012, Saratoga CLO had investments with a principal balance of $380.2 million and a weighted average spread over LIBOR of 3.6%, and had debt of $366.0 million with a weighted average spread over LIBOR of 1.4%. As a result, Saratoga CLO earns a "spread" between the interest income it receives on its investments and the interest expense it pays on

F-24


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. At February 29, 2012, the total "spread", or projected future cash flows of the subordinated notes, over the life of Saratoga CLO was $47.1 million, which had a present value of approximately $26.3 million, using a 16.0% discount rate. At February 29, 2012, the fair value of the subordinated notes, which we base upon the present value of the projected cash flows, was $25.8 million, which was greater than the net asset value of Saratoga CLO on such date by approximately $1.8 million.

        At February 28, 2011, the Company determined that the fair value of its investment in the subordinated notes of GSCIC CLO was $22.7 million, whereas the net asset value of GSCIC CLO on such date was $26.9 million. The Company does not believe that the net asset value of GSCIC CLO, which is the difference between GSCIC CLO's assets and liabilities at a given point in time, necessarily equates to the fair value of its investment in the subordinated notes of GSCIC CLO. Specifically, the Company determines the fair value of its investment in the subordinated notes of GSCIC CLO based on the present value of the projected future cash flows of the subordinated notes over the life of GSCIC CLO. At February 28, 2011, GSCIC CLO had investments with a principal balance of $410.2 million and a weighted average spread over LIBOR of 3.6%, and had debt of $366.0 million with a weighted average spread over LIBOR of 1.4%. As a result, GSCIC CLO earns a "spread" between the interest income it receives on its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. At February 28, 2011, the total "spread", or projected future cash flows of the subordinated notes, over the life of GSCIC CLO was $45.4 million, which had a present value of approximately $23.1 million, using a 20.0% discount rate. At February 28, 2011, the fair value of the subordinated notes, which we base upon the present value of the projected cash flows, was $22.7 million, which was less than the net asset value of GSCIC CLO on such date by approximately $4.2 million.

        Below is certain summary financial information from the separate unaudited financial statements of Saratoga CLO as of February 29, 2012 and February 28, 2011 and for the years ended February 29, 2012, February 28, 2011 and 2010.

F-25


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

GSC Investment Corp. CLO 2007

Balance Sheet

(unaudited)

 
  As of  
 
  February 29, 2012   February 28, 2011  

ASSETS

             

Investments

             

Fair Value Loans

  $ 365,780,893   $ 373,564,517  

Fair Value Bonds

        2,243,464  

Fair Value Other/Structured finance securities

    15,583,573     15,362,136  
           

Total investments at fair value

    381,364,466     391,170,117  

Cash and cash equivalents

    17,815,082     19,887,581  

Receivable from open trades

    10,046,640      

Interest receivable

    1,581,438     1,737,017  

Other assets

         

Deferred bond issuance

    2,819,118     3,545,449  
           

Total assets

  $ 413,626,744   $ 416,340,164  
           

LIABILITIES

             

Interest payable

 
$

826,741
 
$

701,640
 

Payable from open trades

    24,857,147     25,151,104  

Accrued senior collateral monitoring fee

    45,516     46,351  

Accrued subordinate collateral monitoring fee

    182,064     185,402  

Class A notes

    296,000,000     296,000,000  

Class B notes

    22,000,000     22,000,000  

Discount on class B notes

    (477,483 )   (538,121 )

Class C notes

    14,000,000     14,000,000  

Class D notes

    16,000,000     16,000,000  

Discount on class D notes

    (505,106 )   (569,252 )

Class E notes

    17,960,044     17,960,044  

Discount on class E notes

    (1,299,337 )   (1,464,346 )
           

Total liabilities

  $ 389,589,586   $ 389,472,822  
           

PARTNERS' CAPITAL

             

Preference shares principal

 
$

30,000,000
 
$

30,000,000
 

Preferred shares

    9,478,573     (14,270,311 )

Partners distributions

    (20,540,583 )   (12,611,230 )

Net income

    5,099,168     23,748,883  
           

Total capital

    24,037,158     26,867,342  
           

Total liabilities and partners' capital

  $ 413,626,744   $ 416,340,164  
           

F-26


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

GSC Investment Corp. CLO 2007

Statement of Operations

(unaudited)

 
  For the year ended
February 29
2012
  For the year ended
February 28
2011
  For the year ended
February 28
2010
 

INVESTMENT INCOME

                   

Interest from investments

  $ 20,032,687   $ 20,838,831   $ 22,551,961  

Interest from cash and cash equivalents

    12,165     22,769     29,116  

Other income

    509,365     416,035     572,888  
               

Total investment income

    20,554,217     21,277,635     23,153,965  
               

EXPENSES

                   

Interest expense

    6,551,269     6,566,657     7,885,807  

Professional fees

    400,628     257,209     155,770  

Misc. Fee Expense

    176,768     3,532     21,542  

Senior collateral monitoring fee

    402,303     406,471     411,479  

Subordinate collateral monitoring fee

    1,609,213     1,625,886     1,645,917  

Trustee expenses

    100,551     101,625     102,828  

Amortization expense

    1,016,124     1,015,333     1,418,238  
               

Total expenses

    10,256,856     9,976,713     11,641,581  
               

NET INVESTMENT INCOME

    10,297,361     11,300,922     11,512,384  
               

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

                   

Net realized gain/(loss) on investments

    (4,547,952 )   750,253     (12,544,563 )

Net unrealized appreciation/(depreciation) on investments

    (650,241 )   11,697,708     85,492,320  
               

Net gain/(loss) on investments

    (5,198,193 )   12,447,961     72,947,757  
               

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 5,099,168   $ 23,748,883   $ 84,460,141  
               

F-27


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

GSC Investment Corp.

Consolidated Schedule of Investments

February 29, 2012

(unaudited)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

Elyria Foundry Company, LLC

  Warrants   Equity     0.00 %       2,000   $   $  

Network Communications, Inc. 

  Common   Equity     0.00 %       169,143     169,143     659,658  

OLD All, Inc (fka Aleris International Inc.)

  Common   Equity     0.00 %       2,624     224,656     128,576  

PATS Aircraft, LLC

  Common   Equity     0.00 %       51,813     282,326     282,329  

SuperMedia Inc. (fka Idearc Inc.)

  Common Stock   Equity     0.00 %       10,821     28,784     5,411  

Academy, LTD. 

  Initial Term Loan   Loan     6.00 %   8/3/2018   $ 2,000,000     1,986,129     1,999,540  

Acosta, Inc. 

  Term B Loan   Loan     4.75 %   3/1/2018   $ 4,243,447     4,177,485     4,210,561  

Advanced Lighting Technologies, Inc. 

  Deferred Draw Term Loan (First Lien)   Loan     3.00 %   6/1/2013   $ 251,309     241,553     240,628  

Advanced Lighting Technologies, Inc. 

  Term Loan (First Lien)   Loan     3.00 %   6/1/2013   $ 4,582,873     4,478,009     4,388,101  

Aeroflex Incorporated

  Tranche B Term Loan   Loan     4.25 %   5/9/2018   $ 3,814,483     3,797,573     3,715,459  

Aerostructures Acquisition LLC

  Term Loan   Loan     7.25 %   3/1/2013   $ 554,722     543,949     542,240  

Alere Inc. (fka IM US Holdings, LLC)

  Incremental B-1 Term Loan   Loan     4.50 %   6/30/2017   $ 2,000,000     1,951,950     1,992,500  

Aptalis Pharma, Inc. (fka Axcan Intermediate Holdings Inc.)

  Term Loan   Loan     5.50 %   2/10/2017   $ 1,980,000     1,971,816     1,963,170  

Ashland Inc. 

  Term B Loan   Loan     3.75 %   8/23/2018   $ 996,964     994,651     1,000,872  

Asurion, LLC (fka Asurion Corporation)

  Term Loan (First Lien)   Loan     5.50 %   5/24/2018   $ 5,659,091     5,608,344     5,635,040  

Aurora Diagnostics, LLC

  Tranche B Term Loan   Loan     6.25 %   5/26/2016   $ 508,611     508,611     499,288  

Autotrader.com, Inc. 

  Tranche B-1 Term Loan   Loan     4.00 %   12/15/2016   $ 3,869,758     3,869,758     3,868,790  

Avantor Performance Materials Holdings, Inc. 

  Term Loan   Loan     5.00 %   6/24/2017   $ 4,975,000     4,952,760     4,875,500  

AZ Chem US Inc. 

  Term Loan   Loan     7.25 %   12/22/2017   $ 2,000,000     1,941,354     2,014,720  

BakerCorp International, Inc. (f/k/a B-Corp Holdings, Inc.)

  Term Loan   Loan     5.00 %   6/1/2018   $ 497,500     495,278     496,754  

Bass Pro Group, LLC

  Term Loan   Loan     5.25 %   6/13/2017   $ 2,985,000     2,958,694     2,977,000  

BJ's Wholesale Club, Inc. 

  Initial Loan (First Lien) Retired 03/14/2012   Loan     7.00 %   9/28/2018   $ 1,995,000     1,901,076     2,013,015  

C.H.I. Overhead Doors, Inc. (CHI)

  Term Loan (First Lien)   Loan     7.25 %   8/17/2017   $ 3,079,513     3,022,863     3,035,876  

Capstone Logistics, LLC

  Term Note A   Loan     7.50 %   9/16/2016   $ 2,991,353     2,948,863     2,946,483  

Capsugel Holdings US, Inc. 

  Initial Term Loan   Loan     5.25 %   8/1/2018   $ 3,990,000     3,979,634     4,012,783  

Celanese US Holdings LLC

  Dollar Term C Loan (Extended)   Loan     3.33 %   10/31/2016   $ 3,464,824     3,506,288     3,478,198  

Cenveo Corporation

  Term B Facility   Loan     6.25 %   12/21/2016   $ 2,737,105     2,715,168     2,719,150  

Charter Communications Operating, LLC

  Term C Loan   Loan     3.83 %   9/6/2016   $ 3,979,695     3,972,997     3,949,291  

CHS/ Community Health Systems, Inc. 

  Extended Term Loan   Loan     4.08 %   1/25/2017   $ 4,170,088     4,042,207     4,120,589  

Cinedigm Digital Funding I, LLC

  Term Loan   Loan     5.25 %   4/29/2016   $ 1,482,007     1,471,669     1,468,121  

Cinemark USA, Inc. 

  Extended Term Loan   Loan     3.63 %   4/30/2016   $ 5,587,889     5,348,623     5,576,546  

Consolidated Container Company LLC

  Loan (First Lien)   Loan     2.50 %   3/28/2014   $ 5,195,532     4,906,062     5,052,655  

Contec, LLC

  Tranche B Term Loan   Loan     0.00 %   7/28/2014   $ 2,644,318     2,613,795     1,057,727  

Covanta Energy Corporation

  Funded Letter of Credit   Loan     1.98 %   2/10/2014   $ 877,007     860,931     871,525  

Covanta Energy Corporation

  Term Loan   Loan     1.79 %   2/10/2014   $ 1,698,170     1,666,874     1,687,557  

CPI International Acquisition, Inc. (f/k/a Catalyst Holdings, Inc.)

  Term B Loan   Loan     5.00 %   2/13/2017   $ 4,950,000     4,929,526     4,912,875  

CRC Health Corporation

  Term B-2 Loan   Loan     5.08 %   11/16/2015   $ 1,991,877     1,896,087     1,782,730  

Crown Castle Operating Company

  Tranche B Term Loan   Loan     4.00 %   1/31/2019   $ 2,000,000     1,980,071     1,990,540  

CSC Holdings, LLC (fka CSC Holdings Inc (Cablevision))

  Term A-3 Loan   Loan     2.24 %   3/31/2015   $ 1,360,526     1,355,021     1,333,316  

F-28


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

Culligan International Company

  Dollar Loan   Loan     2.50 %   11/24/2012   $ 2,393,216   $ 2,360,219   $ 1,714,141  

DaVita Inc. 

  Tranche B Term Loan   Loan     0.00 %   10/20/2016   $ 3,989,924     3,989,924     3,999,061  

Del Monte Foods Company

  Initial Term Loan   Loan     4.50 %   3/8/2018   $ 1,492,500     1,489,291     1,464,098  

Dollar General Corporation

  Tranche B-1 Term Loan   Loan     3.14 %   7/7/2014   $ 5,378,602     5,196,110     5,382,905  

DS Waters of America, Inc. 

  Term Loan (First Lien)   Loan     0.00 %   8/29/2017   $ 3,000,000     2,446,849     2,456,712  

DynCorp International Inc. 

  Term Loan   Loan     6.25 %   7/7/2016   $ 732,056     721,414     729,538  

Education Management LLC

  Tranche C-2 Term Loan   Loan     4.63 %   6/1/2016   $ 3,967,860     3,706,684     3,712,448  

eInstruction Corporation

  Initial Term Loan   Loan     6.51 %   7/2/2013   $ 3,005,574     2,923,634     2,705,017  

Electrical Components International, Inc. 

  Synthetic Revolving Loan   Loan     6.75 %   2/4/2016   $ 117,647     116,257     104,118  

Electrical Components International, Inc. 

  Term Loan   Loan     6.75 %   2/4/2017   $ 1,804,706     1,782,426     1,597,165  

Federal-Mogul Corporation

  Tranche B Term Loan   Loan     2.20 %   12/29/2014   $ 2,616,289     2,475,132     2,500,204  

Federal-Mogul Corporation

  Tranche C Term Loan   Loan     2.19 %   12/28/2015   $ 1,334,841     1,257,114     1,275,614  

Fidelity National Information Services, Inc. 

  Term B Loan   Loan     4.25 %   7/18/2016   $ 1,000,000     990,338     1,004,450  

First Data Corporation

  2018 Dollar Term Loan   Loan     4.24 %   3/23/2018   $ 2,290,451     2,202,287     2,041,845  

First Data Corporation

  Non Extending B-1 Term Loan   Loan     2.99 %   9/24/2014   $ 1,971,336     1,933,908     1,890,472  

First Data Corporation

  Non Extending B-2 Term Loan   Loan     2.99 %   9/24/2014   $ 990,052     971,955     949,440  

FleetPride Corporation

  Term Loan   Loan     6.75 %   12/6/2017   $ 1,000,000     980,767     995,000  

FR Acquisitions Holding Corporation (Luxembourg), S.A.R.L. 

  Facility B (Dollar)   Loan     5.08 %   12/18/2015   $ 1,295,106     1,291,993     1,221,454  

FR Acquisitions Holding Corporation (Luxembourg), S.A.R.L. 

  Facility C (Dollar)   Loan     5.58 %   12/20/2016   $ 1,295,106     1,291,613     1,227,929  

Freescale Semiconductor, Inc. 

  Tranche B-1 Term Loan   Loan     4.52 %   12/1/2016   $ 1,534,348     1,468,484     1,496,711  

Fresenius Medical Care AG & Co., KGaA/Fresenius Medical Care Holdings, Inc. 

  Tranche B Term Loan   Loan     1.95 %   3/31/2013   $ 4,224,718     4,206,870     4,209,889  

FTD Group, Inc. 

  Initial Term Loan   Loan     4.75 %   6/11/2018   $ 3,982,494     3,943,002     3,902,844  

Generac Power System, Inc. 

  Tranche B Term Loan   Loan     3.75 %   2/9/2019   $ 500,000     497,509     497,855  

General Nutrition Centers, Inc. 

  Tranche B Term Loan   Loan     4.25 %   3/2/2018   $ 3,750,000     3,621,437     3,738,900  

Goodyear Tire & Rubber Company, The

  Loan (Second Lien)   Loan     1.75 %   4/30/2014   $ 5,700,000     5,339,456     5,607,375  

Graphic Packaging International, Inc. 

  Term B Loan Retired 03/16/2012   Loan     2.34 %   5/16/2014   $ 3,045,465     2,910,836     3,041,993  

Grifols Inc. 

  New U.S. Tranche B Term Loan   Loan     0.00 %   6/1/2017   $ 500,000     497,500     499,530  

Grosvenor Capital Management Holdings, LLLP

  Tranche C Term Loan   Loan     4.31 %   12/5/2016   $ 3,430,885     3,321,594     3,276,495  

Hanger Orthopedic Group, Inc. 

  Term C Loan   Loan     4.01 %   12/1/2016   $ 3,960,000     3,972,323     3,905,550  

HCA Inc. 

  Tranche B-3 Term Loan   Loan     3.49 %   5/1/2018   $ 5,734,690     5,383,348     5,638,634  

Health Management Associates, Inc. 

  Term B Loan   Loan     4.50 %   11/16/2018   $ 3,000,000     2,970,763     2,981,640  

Hilsinger Company, The

  Term Loan   Loan     5.26 %   12/31/2013   $ 1,218,491     1,203,274     1,072,272  

Hunter Defense Technologies, Inc. 

  Term Loan   Loan     3.83 %   8/22/2014   $ 4,459,263     4,388,148     3,879,559  

Huntsman International LLC

  Extended Term B Loan   Loan     0.00 %   4/19/2017   $ 4,000,000     3,955,000     3,923,200  

Hygenic Corporation, The

  Term Loan   Loan     2.76 %   4/30/2013   $ 1,563,048     1,536,828     1,438,004  

Infor Enterprise Solutions Holdings, Inc. (fka Magellan Holdings, Inc.)(Infor Global Solutions)

  Extended Delayed Draw Term Loan (First Lien)   Loan     6.00 %   7/28/2015   $ 1,314,907     1,229,818     1,276,828  

Infor Enterprise Solutions Holdings, Inc. (fka Magellan Holdings, Inc.)(Infor Global Solutions)

  Extended Initial U.S. Term Loan (First Lien)   Loan     6.00 %   7/28/2015   $ 2,520,239     2,356,915     2,447,253  

Inventiv Health, Inc. (fka Ventive Health, Inc)

  Consolidated Term Loan   Loan     6.50 %   8/4/2016   $ 494,587     494,587     475,422  

J. Crew Group, Inc. 

  Loan   Loan     4.75 %   3/7/2018   $ 992,500     992,500     970,963  

Kalispel Tribal Economic Authority

  Term Loan   Loan     7.50 %   2/25/2017   $ 3,859,091     3,794,849     3,627,546  

F-29


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

Key Safety Systems, Inc. 

  Term Loan (First Lien)   Loan     2.59 %   3/8/2014   $ 3,821,774   $ 3,604,295   $ 3,667,718  

Kinetic Concepts, Inc. 

  Dollar Term B-1 Loan   Loan     7.00 %   5/4/2018   $ 500,000     483,349     508,125  

Leslie's Poolmart, Inc. 

  Tranche B Term Loan   Loan     4.50 %   11/21/2016   $ 3,960,000     3,965,615     3,920,400  

Metal Services, LLC

  Delayed Draw Term Loan   Loan     9.75 %   9/29/2017   $ 132,353     129,737     132,022  

Metal Services, LLC

  U.S. Term Loan   Loan     9.75 %   9/29/2017   $ 1,367,647     1,340,612     1,364,228  

Microsemi Corporation

  Term Loan   Loan     0.00 %   2/2/2018   $ 3,000,000     2,992,500     2,997,750  

National CineMedia, LLC

  Term Loan   Loan     2.05 %   2/13/2015   $ 2,655,172     2,572,741     2,608,707  

Nielsen Finance LLC

  Class A Dollar Term Loan   Loan     2.26 %   8/9/2013   $ 720,738     710,645     717,134  

Novelis, Inc. 

  Term B-2 Loan   Loan     4.00 %   3/10/2017   $ 997,500     973,592     993,141  

Novelis, Inc. 

  Term Loan   Loan     4.00 %   3/10/2017   $ 3,960,000     3,993,151     3,939,487  

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

  Term Loan (First Lien)   Loan     6.50 %   4/27/2017   $ 4,937,500     4,913,011     4,873,313  

NPC International, Inc. 

  Term Loan   Loan     6.75 %   12/28/2018   $ 500,000     490,246     502,970  

NRG Energy, Inc. 

  Term Loan   Loan     4.00 %   7/1/2018   $ 3,980,000     3,951,892     3,961,334  

NuSil Technology LLC. 

  Term Loan   Loan     5.25 %   4/7/2017   $ 905,085     905,085     902,071  

Onex Carestream Finance LP

  Term Loan   Loan     5.00 %   2/25/2017   $ 4,961,770     4,941,092     4,707,479  

OpenLink International, Inc. 

  Initial Term Loan   Loan     7.75 %   10/30/2017   $ 1,000,000     981,105     1,000,000  

PATS Aircraft, LLC

  Term Loan   Loan     8.50 %   10/6/2016   $ 431,472     248,964     388,325  

Pelican Products, Inc. 

  Term Loan   Loan     5.00 %   3/7/2017   $ 2,673,704     2,673,704     2,653,651  

Penn National Gaming, Inc. 

  Term A Facility   Loan     1.79 %   7/14/2016   $ 2,925,000     2,847,453     2,837,250  

Penn National Gaming, Inc. 

  Term B Facility   Loan     3.75 %   7/16/2018   $ 995,000     992,736     996,930  

PetCo Animal Supplies, Inc. 

  New Loan   Loan     0.00 %   11/24/2017   $ 1,500,000     1,498,125     1,493,115  

Pharmaceutical Product Development, Inc. (Jaguar Holdings, LLC)

  Term Loan   Loan     6.25 %   12/5/2018   $ 2,000,000     1,970,941     2,017,860  

Pharmaceutical Research Associates Group B.V. 

  Dutch Dollar Term Loan   Loan     3.81 %   12/15/2014   $ 799,151     753,650     775,176  

Physician Oncology Services, LP

  Delayed Draw Term Loan   Loan     6.25 %   1/31/2017   $ 51,020     50,596     49,235  

Physician Oncology Services, LP

  Effective Date Term Loan   Loan     6.25 %   1/31/2017   $ 419,961     416,468     405,262  

Pinnacle Foods Finance LLC

  Term Loan   Loan     2.84 %   4/2/2014   $ 4,796,078     4,694,850     4,766,054  

Polyone Corporation

  Loan   Loan     5.00 %   12/20/2017   $ 500,000     495,160     500,730  

PRA International

  U.S. Term Loan   Loan     3.81 %   12/15/2014   $ 2,512,401     2,439,376     2,437,029  

Preferred Proppants, LLC

  Term B Loan   Loan     7.50 %   12/15/2016   $ 2,000,000     1,960,652     1,945,000  

Pre-Paid Legal Services, Inc. 

  Tranche A Term Loan   Loan     7.50 %   12/31/2016   $ 2,695,122     2,659,371     2,607,530  

Prestige Brands, Inc. 

  Term B Loan   Loan     5.25 %   1/31/2019   $ 1,000,000     985,047     1,003,060  

Pro Mach, Inc. 

  Term Loan   Loan     6.25 %   7/6/2017   $ 1,990,000     1,972,106     1,930,300  

Quintiles Transnational Corp. 

  Term B Loan   Loan     5.00 %   6/8/2018   $ 3,980,000     3,944,328     3,953,692  

RailAmerica, Inc. 

  Initial Loan   Loan     0.00 %   3/1/2019   $ 500,000     497,500     497,500  

Ranpak Corp. 

  USD Term Loan (First Lien)   Loan     4.75 %   4/20/2017   $ 2,744,392     2,732,572     2,716,948  

Rexnord LLC/RBS Global, Inc. 

  Tranche B-2 Term B Loan Retired 03/15/2012   Loan     2.50 %   7/19/2013   $ 1,607,683     1,566,832     1,590,609  

Reynolds Group Holdings Inc. 

  Tranche B Term Loan   Loan     6.50 %   2/9/2018   $ 1,963,643     1,963,643     1,977,880  

Reynolds Group Holdings Inc. 

  Tranche C Term Loan   Loan     6.50 %   8/9/2018   $ 1,973,590     1,955,434     1,992,398  

Rocket Software, Inc. 

  Term Loan (First Lien)   Loan     7.00 %   2/8/2018   $ 2,000,000     1,960,110     1,997,500  

Roundy's Supermarkets, Inc. 

  Tranche B Term Loan   Loan     5.75 %   2/13/2019   $ 1,000,000     985,035     1,000,780  

Royal Adhesives and Sealants, LLC

  Term A Loan   Loan     7.25 %   11/29/2015   $ 4,785,882     4,729,636     4,715,862  

RPI Finance Trust

  6.75 Year Term Loan   Loan     4.00 %   5/9/2018   $ 5,472,500     5,447,342     5,462,868  

Safety-Kleen Systems, Inc. 

  Term Loan B   Loan     5.00 %   2/21/2017   $ 250,000     247,501     250,000  

Savers, Inc. 

  New Term Loan   Loan     4.25 %   3/4/2017   $ 464,891     464,891     464,426  

Scientific Games International Inc. 

  Tranche B-1 Term Loan   Loan     0.00 %   6/30/2015   $ 2,000,000     1,985,000     1,985,000  

Scitor Corporation

  Term Loan   Loan     5.00 %   2/15/2017   $ 476,818     474,846     458,937  

Scotsman Industries, Inc. 

  Term Loan   Loan     5.75 %   4/30/2016   $ 1,873,081     1,867,006     1,863,716  

Seminole Tribe of Florida

  Term B-1 Delay Draw Loan   Loan     2.13 %   3/5/2014   $ 616,208     605,662     607,476  

Seminole Tribe of Florida

  Term B-2 Delay Draw Loan   Loan     2.13 %   3/5/2014   $ 2,230,224     2,192,054     2,198,622  

Seminole Tribe of Florida

  Term B-3 Delay Draw Loan   Loan     2.13 %   3/5/2014   $ 1,108,287     1,082,950     1,092,583  

Sensata Technology BV/Sensata Technology Finance Company, LLC

  Term Loan   Loan     0.00 %   5/12/2018   $ 3,000,000     3,000,000     2,994,150  

Sensus USA Inc. (fka Sensus Metering Systems)

  Term Loan (First Lien)   Loan     4.75 %   5/9/2017   $ 1,985,000     1,976,380     1,981,030  

SI Organization, Inc., The

  New Tranche B Term Loan   Loan     4.50 %   11/22/2016   $ 3,960,000     3,928,772     3,794,987  

F-30


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

Sophia, L.P. 

  Initial Term Loan   Loan     6.25 %   7/19/2018   $ 1,000,000   $ 985,259   $ 1,010,630  

SRA International Inc. 

  Term Loan   Loan     6.52 %   7/20/2018   $ 3,725,714     3,582,427     3,665,171  

SRAM, LLC

  Term Loan (First Lien)   Loan     4.76 %   6/7/2018   $ 3,886,998     3,850,268     3,882,139  

SunCoke Energy, Inc. 

  Tranche B Term Loan   Loan     4.00 %   7/26/2018   $ 4,484,984     4,452,979     4,473,771  

SunGard Data Systems Inc (Solar Capital Corp.)

  Incremental Term B Loan   Loan     3.74 %   2/28/2014   $ 356,996     356,996     355,911  

SunGard Data Systems Inc (Solar Capital Corp.)

  Tranche A U.S. Term Loan   Loan     2.00 %   2/28/2014   $ 140,691     138,222     140,363  

SunGard Data Systems Inc (Solar Capital Corp.)

  Tranche B U.S. Term Loan   Loan     4.06 %   2/28/2016   $ 3,253,748     3,173,463     3,246,265  

Sunquest Information Systems, Inc. (Misys Hospital Systems, Inc.)

  Term Loan (First Lien)   Loan     6.25 %   12/16/2016   $ 992,500     980,580     986,714  

SuperMedia Inc. (fka Idearc Inc.)

  Loan   Loan     11.00 %   12/31/2015   $ 326,109     317,228     164,685  

Taminco Global Chemical Corporation

  Dollar Term Loan   Loan     6.25 %   2/15/2019   $ 500,000     490,024     501,875  

TDG Holding Company (fka Dwyer Acquisition, Inc.)

  Term Loan   Loan     7.00 %   12/23/2015   $ 3,463,273     3,422,302     3,411,324  

Team Health, Inc. 

  Tranche B Term Loan   Loan     3.75 %   6/29/2018   $ 4,477,500     4,457,147     4,331,981  

Texas Competitive Electric Holdings Company, LLC (TXU)

  2014 Term Loan (Non-Extending)   Loan     3.76 %   10/10/2014   $ 5,580,862     5,494,432     3,406,670  

TransDigm Inc. 

  Tranche B-1 Term Loan   Loan     4.00 %   2/14/2017   $ 3,988,779     4,002,125     3,985,269  

TransFirst Holdings, Inc. 

  Term Loan (First Lien)   Loan     3.00 %   6/16/2014   $ 2,387,500     2,350,983     2,282,044  

U.S. Security Associates Holdings, Inc. 

  Delayed Draw Term Loan   Loan     6.00 %   7/28/2017   $ 163,000     161,527     161,778  

U.S. Security Associates Holdings, Inc. 

  Term Loan B   Loan     6.00 %   7/28/2017   $ 125,000     124,375     124,688  

U.S. Security Associates Holdings, Inc. 

  Term Loan B   Loan     6.00 %   7/28/2017   $ 834,908     827,364     832,820  

U.S. Silica Company

  Loan   Loan     4.75 %   6/8/2017   $ 1,990,000     1,981,242     1,972,588  

Univar Inc. 

  Term B Loan   Loan     5.00 %   6/30/2017   $ 3,964,975     3,963,846     3,928,021  

UPC Financing Partnership

  Facility AB   Loan     4.75 %   12/31/2017   $ 1,000,000     971,447     998,250  

USI Holdings Corporation

  Tranche B Term Loan   Loan     2.75 %   5/5/2014   $ 4,782,211     4,685,075     4,678,581  

Valeant Pharmaceuticals International, Inc. 

  Tranche B Term Loan   Loan     3.75 %   2/13/2019   $ 1,000,000     995,002     996,880  

Vantiv, LLC (fka Fifth Third Processing Solutions, LLC)

  Term B-1 Loan (First Lien)   Loan     4.50 %   11/3/2016   $ 3,979,950     3,988,810     3,982,776  

Verint Systems Inc. 

  Term Loan 2011   Loan     4.50 %   10/27/2017   $ 1,985,000     1,976,319     1,978,807  

Visant Corporation (fka Jostens)

  Tranche B Term Loan (2011)   Loan     5.25 %   12/22/2016   $ 3,767,519     3,767,519     3,611,430  

Weight Watchers International, Inc. 

  Term B Loan   Loan     1.88 %   1/26/2014   $ 1,229,200     1,220,261     1,221,518  

Weight Watchers International, Inc. 

  Term D Loan   Loan     2.88 %   6/30/2016   $ 2,728,226     2,684,697     2,714,585  

Wendy's/Arby's Restaurants, LLC

  Term Loan   Loan     5.00 %   5/24/2017   $ 1,122,902     1,118,702     1,123,745  

Wil Research Laboratories, LLC

  Term B Loan   Loan     4.00 %   9/26/2013   $ 1,808,039     1,726,498     1,663,396  

WireCo WorldGroup Inc. 

  Term Loan   Loan     5.00 %   2/10/2014   $ 1,992,943     1,967,101     1,953,084  

Yankee Candle Company, Inc., The

  Term Loan   Loan     2.25 %   2/6/2014   $ 2,537,336     2,419,753     2,523,428  

Yell Group Plc

  Facility B1—YB (USA) LLC (11/2009)   Loan     3.99 %   7/31/2014   $ 3,139,856     3,090,757     961,141  

ALM 2010-1A

  Floating—05/2020—B—00162VAE5   Other/Structured
Finance Securities
    2.78 %   5/20/2020   $ 4,000,000     3,716,602     3,657,600  

BABSN 2007-1A

  Floating—01/2021—D1—05617AAA9   Other/Structured
Finance Securities
    3.81 %   1/18/2021   $ 1,500,000     1,236,977     1,050,000  

GALE 2007-3A

  Floating—04/2021—E—363205AA3   Other/Structured     4.06 %   4/19/2021   $ 4,000,000     3,311,208     2,800,000  

KATO 2006-9A

  Floating—01/2019—B2L—486010AA9   Other/Structured
Finance Securities
    4.06 %   1/25/2019   $ 5,000,000     4,227,490     3,500,000  

STCLO 2007-6A

  Floating—04/2021—D—86176YAG7   Other/Structured
Finance Securities
    4.17 %   4/17/2021   $ 5,000,000     4,077,701     3,500,000  
                                     

                            $ 390,023,603   $ 381,364,466  
                                     

F-31


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

GSC Investment Corp.

Consolidated Schedule of Investments

February 28, 2011

(unaudited)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

Elyria Foundry Company, LLC

  Warrants   Equity     0.00 %       2,000   $   $  

M/C Acquisition Corp. 

  Common   Equity     0.00 %       378,434     68,806      

Network Communications, Inc. 

  Common   Equity     0.00 %       169,143     169,143     720,549  

OLD AII, Inc (fka Aleris International Inc.)

  Common   Equity     0.00 %       2,624     224,656     128,576  

SuperMedia Inc. (fka Idearc Inc.)

  Common Stock   Equity     0.00 %       10,821     2,881,566     5,411  

ABP Corporation (Au Bon Pain)

  Term Loan   Loan     8.50 %   2/28/2013   $ 3,678,254     3,663,509     3,641,471  

Acosta, Inc. 

  Term B Loan   Loan     0.00 %   3/1/2018   $ 500,000     500,000     504,625  

Acosta, Inc. 

  Term Loan Retired 03/01/2011   Loan     4.50 %   7/28/2013   $ 1,904,344     1,860,734     1,901,926  

Advanced Lighting Technologies, Inc. 

  Deferred Draw Term Loan (First Lien)   Loan     3.07 %   6/1/2013   $ 253,920     236,167     236,570  

Advanced Lighting Technologies, Inc. 

  Term Loan (First Lien)   Loan     3.06 %   6/1/2013   $ 4,652,900     4,462,578     4,334,967  

Aeroflex Incorporated

  Tranche B-1 Term Loan Retired 05/09/2011   Loan     4.31 %   8/15/2014   $ 3,896,513     3,839,728     3,906,254  

Aeroflex Incorporated

  Tranche B-2 Term Loan Retired 05/09/2011   Loan     4.81 %   8/15/2014   $ 600,000     599,258     598,500  

Aerostructures Acquisition LLC

  Term Loan   Loan     7.25 %   3/1/2013   $ 617,575     593,524     571,257  

Affordable Care, Inc. 

  Term Loan   Loan     0.00 %   12/31/2015   $ 1,000,000     985,000     985,000  

APS Healthcare, Inc. 

  Term Loan (First Lien)   Loan     3.52 %   3/30/2013   $ 1,848,940     1,808,135     1,802,717  

Asurion, LLC (fka Asurion Corporation)

  Term Loan (First Lien)   Loan     3.27 %   7/3/2014   $ 5,925,000     5,811,967     5,828,719  

Aurora Diagnostics, LLC

  Tranche B Term Loan   Loan     6.25 %   5/26/2016   $ 508,611     508,611     509,033  

Autotrader.com, Inc. 

  Tranche B Term Loan   Loan     4.75 %   12/15/2016   $ 2,000,000     1,990,316     2,018,760  

Axcan Intermediate Holdings Inc. 

  Term Loan   Loan     3.67 %   2/10/2017   $ 1,333,333     1,323,393     1,346,453  

AZ Chem US Inc. 

  Term Loan Retired 03/11/2011   Loan     6.75 %   11/21/2016   $ 989,362     975,102     1,001,422  

AZ Chem US Inc. 

  Term Loan Retired 03/11/2011   Loan     6.75 %   11/21/2016   $ 2,968,085     2,989,634     3,004,266  

Bankruptcy Management Solutions, Inc. 

  Term Loan B   Loan     7.50 %   8/20/2014   $ 3,956,481     3,544,161     1,819,981  

C.H.I. Overhead Doors, Inc. (CHI)

  Term Loan   Loan     7.61 %   4/21/2015   $ 5,077,648     5,042,065     5,090,342  

California Family Health LLC (fka CFF Acquisition LLC)

  Term A Loan   Loan     7.50 %   7/31/2015   $ 2,814,935     2,808,774     2,800,860  

CCM Merger Inc. (Motor City Casino)

  Term B Loan Retired 03/01/2011   Loan     8.50 %   7/13/2012   $ 3,390,358     3,272,522     3,390,358  

Celanese US Holdings LLC

  Dollar Term B Loan (Non-Extended) Retired 05/06/2011   Loan     1.80 %   4/2/2014   $ 682,863     669,206     684,495  

Celanese US Holdings LLC

  Dollar Term C Loan (Extended)   Loan     0.00 %   10/31/2016   $ 3,500,000     3,548,125     3,530,135  

Cenveo Corporation

  Term B Facility   Loan     6.25 %   12/21/2016   $ 3,000,000     2,970,945     3,027,510  

CHS/ Community Health Systems, Inc. 

  Extended Term Loan   Loan     3.81 %   1/25/2017   $ 1,360,448     1,341,805     1,367,930  

CHS/ Community Health Systems, Inc. 

  Non-Extended Delayed Draw Term Loan   Loan     2.56 %   7/25/2014   $ 139,402     135,936     138,646  

CHS/ Community Health Systems, Inc. 

  Non-Extended Term Loan   Loan     2.56 %   7/25/2014   $ 2,705,964     2,640,759     2,691,298  

Cinedigm Digital Funding I, LLC

  Term Loan   Loan     5.25 %   4/29/2016   $ 1,861,233     1,845,123     1,870,539  

Cinemark USA, Inc. 

  Extended Term Loan   Loan     3.54 %   4/30/2016   $ 5,644,908     5,345,039     5,690,802  

Citco III Limited

  B Term Loan   Loan     4.46 %   6/30/2014   $ 3,625,898     3,544,965     3,607,768  

Consolidated Container Company LLC

  Loan (First Lien)   Loan     2.50 %   3/28/2014   $ 5,286,113     4,848,098     5,173,783  

Consolidated Precision Products Corp. 

  Term Loan   Loan     7.75 %   4/17/2014   $ 1,421,747     1,406,721     1,393,312  

Contec, LLC

  Tranche B Term Loan   Loan     7.75 %   7/28/2014   $ 2,658,068     2,620,135     2,409,991  

Continental Alloys & Services, Inc. 

  Term Facility   Loan     8.50 %   6/15/2012   $ 3,003,802     2,886,239     3,001,308  

F-32


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

Covanta Energy Corporation

  Funded Letter of Credit   Loan     1.70 %   2/10/2014   $ 877,007   $ 852,656   $ 873,876  

Covanta Energy Corporation

  Term Loan   Loan     1.81 %   2/10/2014   $ 1,715,999     1,668,245     1,709,873  

CPI International Acquisition, Inc. (f/k/a Catalyst Holdings, Inc.)

  Term B Loan   Loan     5.00 %   2/13/2017   $ 5,000,000     4,975,137     5,012,500  

CRC Health Corporation

  Term B-2 Loan   Loan     4.80 %   11/16/2015   $ 2,000,000     1,877,839     1,992,500  

Culligan International Company

  Dollar Loan   Loan     2.52 %   11/24/2012   $ 2,418,342     2,339,419     2,106,376  

DeCrane Aerospace, Inc. (fka DeCrane Aircraft Holdings, Inc.)

  Second Lien Term Loan   Loan     0.00 %   2/21/2014   $ 969,493     924,594     664,103  

Del Monte Foods Company

  Initial Term Loan   Loan     0.00 %   3/8/2018   $ 1,500,000     1,496,250     1,511,715  

Dollar General Corporation

  Tranche B-1 Term Loan   Loan     3.03 %   7/7/2014   $ 5,378,602     5,118,264     5,389,036  

DS Waters of America, Inc. 

  Term Loan   Loan     2.57 %   10/29/2012   $ 495,888     482,802     485,350  

DynCorp International Inc. 

  Term Loan   Loan     6.25 %   7/7/2016   $ 997,500     979,658     1,005,809  

Education Management LLC

  Tranche C-2 Term Loan   Loan     4.31 %   6/1/2016   $ 7,112,226     6,533,750     6,997,790  

eInstruction Corporation

  Initial Term Loan   Loan     4.31 %   7/2/2013   $ 3,036,981     2,892,088     2,794,023  

Electrical Components International, Inc. 

  Synthetic Revolving Loan   Loan     1.40 %   2/4/2016   $ 117,647     115,903     117,941  

Electrical Components International, Inc. 

  Term Loan   Loan     6.75 %   2/4/2017   $ 1,882,353     1,854,389     1,887,059  

Emdeon Business Services LLC

  Term Loan (First Lien)   Loan     2.27 %   11/16/2013   $ 4,877,709     4,730,606     4,855,369  

Federal-Mogul Corporation

  Tranche B Term Loan   Loan     2.20 %   12/29/2014   $ 2,643,542     2,449,987     2,573,330  

Federal-Mogul Corporation

  Tranche C Term Loan   Loan     2.20 %   12/28/2015   $ 1,348,746     1,249,431     1,312,923  

First Data Corporation

  Non Extending B-1 Term Loan   Loan     3.01 %   9/24/2014   $ 3,727,178     3,628,773     3,555,728  

First Data Corporation

  Non Extending B-2 Term Loan   Loan     3.01 %   9/24/2014   $ 1,868,259     1,820,772     1,783,123  

FleetCor Technologies Operating Company, LLC

  Tranche 1 Term Loan   Loan     2.51 %   4/30/2013   $ 4,461,805     4,354,515     4,461,805  

FleetCor Technologies Operating Company, LLC

  Tranche 2 Term Loan   Loan     2.51 %   4/30/2013   $ 901,783     880,096     901,783  

FR Acquisitions Holding Corporation (Luxembourg), S.A.R.L. 

  Facility B (Dollar)   Loan     4.80 %   12/18/2015   $ 1,295,106     1,291,172     1,246,540  

FR Acquisitions Holding Corporation (Luxembourg), S.A.R.L. 

  Facility C (Dollar)   Loan     5.30 %   12/20/2016   $ 1,295,106     1,290,884     1,253,015  

Freescale Semiconductor, Inc. 

  Extended Maturity Term Loan   Loan     4.51 %   12/1/2016   $ 1,549,402     1,468,869     1,549,216  

Fresenius Medical Care AG & Co., KGaA/Fresenius Medical Care Holdings, Inc. 

  Tranche B Term Loan   Loan     1.68 %   3/31/2013   $ 4,269,542     4,234,546     4,255,069  

Georgia-Pacific LLC

  Term Loan B   Loan     2.30 %   12/23/2012   $ 2,876,959     2,765,714     2,878,887  

Georgia-Pacific LLC

  Term Loan C   Loan     3.55 %   12/23/2014   $ 2,520,062     2,390,204     2,529,210  

Goodyear Tire & Rubber Company, The

  Loan (Second Lien)   Loan     1.96 %   4/30/2014   $ 5,700,000     5,172,419     5,631,600  

Graham Packaging Company, L.P. 

  C Term Loan   Loan     6.75 %   4/5/2014   $ 4,586,342     4,586,342     4,605,467  

Graphic Packaging International, Inc. 

  Term B Loan   Loan     2.30 %   5/16/2014   $ 3,317,758     3,102,031     3,315,701  

Grosvenor Capital Management Holdings, LLLP

  Tranche C Term Loan   Loan     4.31 %   12/5/2016   $ 3,548,952     3,412,119     3,531,207  

GSI Holdings L.L.C. 

  Term Loan   Loan     3.32 %   8/1/2014   $ 5,794,414     5,687,799     5,664,039  

Hanger Orthopedic Group, Inc. 

  Term B Loan   Loan     5.25 %   12/1/2016   $ 4,000,000     4,014,504     4,039,160  

HCA Inc. 

  Tranche B-1 Term Loan   Loan     2.55 %   11/18/2013   $ 5,734,690     5,470,319     5,720,353  

Hilsinger Company, The

  Term Loan   Loan     3.55 %   12/31/2013   $ 1,438,859     1,411,074     1,294,973  

Hoffmaster Group, Inc. 

  Term Loan (First Lien)   Loan     7.00 %   6/2/2016   $ 3,728,750     3,656,667     3,733,411  

Hunter Defense Technologies, Inc. 

  Term Loan   Loan     3.56 %   8/22/2014   $ 4,600,368     4,496,163     4,493,042  

Hygenic Corporation, The

  Term Loan   Loan     2.80 %   4/30/2013   $ 1,731,548     1,674,176     1,614,668  

Infor Enterprise Solutions Holdings, Inc. (fka Magellan Holdings, Inc.)(Infor Global Solutions)

  Extended Delayed Draw Term Loan (First Lien)   Loan     6.02 %   7/28/2015   $ 1,329,765     1,218,397     1,311,813  

F-33


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

Infor Enterprise Solutions Holdings, Inc. (fka Magellan Holdings, Inc.)(Infor Global Solutions)

  Extended Initial U.S. Term Loan (First Lien)   Loan     6.02 %   7/28/2015   $ 2,548,716   $ 2,334,952   $ 2,514,308  

Insight Equity A.P. X, LP

  Term Loan   Loan     4.47 %   12/18/2012   $ 1,568,246     1,561,020     1,411,421  

Intrapac Corporation/Corona Holdco

  1st Lien Term Loan   Loan     3.80 %   5/18/2012   $ 3,813,798     3,717,037     2,855,581  

Inventiv Health, Inc. (fka Ventive Health, Inc)

  Term B-1 Loan   Loan     4.75 %   8/4/2016   $ 166,667     166,667     167,362  

Inventiv Health, Inc. (fka Ventive Health, Inc)

  Term B-2 Loan   Loan     1.63 %   8/4/2016   $         1,390  

J. Crew Group, Inc. 

  Loan   Loan     0.00 %   3/7/2018   $ 1,000,000     1,000,000     1,002,190  

Kalispel Tribal Economic Authority

  Term Loan   Loan     7.50 %   2/25/2017   $ 4,000,000     3,920,037     3,920,037  

Key Safety Systems, Inc. 

  Term Loan (First Lien)   Loan     2.55 %   3/8/2014   $ 3,863,090     3,536,408     3,752,026  

Kinetek Industries, Inc. 

  Term B-1 Loan   Loan     3.94 %   11/10/2013   $ 1,285,429     1,221,491     1,219,011  

Kinetek Industries, Inc. 

  Term B-2 Loan   Loan     3.94 %   11/10/2013   $ 130,372     123,957     123,636  

Lender Processing Services, Inc. 

  Term Loan B   Loan     2.76 %   7/2/2014   $ 633,750     630,214     631,373  

Leslie's Poolmart, Inc. 

  Tranche B Term Loan (Expired 3.1.2011)   Loan     6.00 %   11/21/2016   $ 4,000,000     4,006,665     4,040,000  

M/C Acquisition Corp. 

  Tranche C Term Loan   Loan     1.00 %   12/31/2012   $ 1,981,257     1,981,257     297,188  

Matthew Warren Industries, Inc. 

  Term Loan   Loan     7.25 %   11/1/2013   $ 1,396,992     1,332,049     1,131,564  

National Diversified Sales, Inc. 

  Term Loan   Loan     3.56 %   8/9/2011   $ 1,260,509     1,224,767     1,247,904  

Nielsen Finance LLC

  Class A Dollar Term Loan   Loan     2.26 %   8/9/2013   $ 4,924,279     4,806,327     4,936,590  

Novelis, Inc. 

  Term Loan (Old)   Loan     5.25 %   12/17/2016   $ 4,000,000     4,039,222     4,056,800  

Novell, Inc. (fka Attachmate Corporation, NetIQ Corporation)

  Term Loan (First Lien)   Loan     0.00 %   4/27/2017   $ 4,000,000     3,960,000     3,960,000  

NPC International, Inc. 

  Term Loan   Loan     2.04 %   5/3/2013   $ 4,317,595     4,161,647     4,309,521  

NRG Energy, Inc. 

  Extended Maturity Credit-Linked Deposit   Loan     3.55 %   8/31/2015   $ 1,000,000     1,003,705     1,007,000  

NRG Energy, Inc. 

  Original Maturity Credit-Linked Deposit   Loan     2.05 %   2/1/2013   $ 739,113     723,964     738,085  

NRG Energy, Inc. 

  Original Maturity Term Loan   Loan     2.04 %   2/1/2013   $ 2,880,954     2,823,408     2,876,950  

NuSil Technology LLC. 

  Tranche B Term Loan   Loan     6.00 %   2/18/2015   $ 3,780,000     3,749,885     3,780,000  

Nuveen Investments, Inc. 

  Non-Extended First-Lien Term Loan   Loan     3.30 %   11/13/2014   $ 2,494,682     2,450,410     2,429,197  

Nyco Holdings 3 ApS (Nycomed)

  Facility B2   Loan     4.26 %   12/29/2014   $ 1,766,354     1,687,712     1,730,391  

Nyco Holdings 3 ApS (Nycomed)

  Facility C2   Loan     4.76 %   12/29/2015   $ 1,765,817     1,679,620     1,738,694  

Onex Carestream Finance LP

  Term Loan   Loan     0.00 %   2/25/2017   $ 5,000,000     4,975,000     4,975,000  

Pelican Products, Inc. 

  Term Loan Old   Loan     5.75 %   11/30/2016   $ 3,000,000     2,971,226     3,020,010  

Pharmaceutical Research Associates Group B.V. 

  Dutch Dollar Term Loan   Loan     3.56 %   12/15/2014   $ 928,355     856,513     900,504  

Physician Oncology Services, LP

  Delayed Draw Term Loan   Loan     0.00 %   1/31/2017   $     (510 )   (51,020 )

Physician Oncology Services, LP

  Effective Date Term Loan   Loan     0.00 %   1/31/2017   $ 448,980     444,490     444,490  

Pinnacle Foods Finance LLC

  Term Loan   Loan     2.76 %   4/2/2014   $ 4,818,867     4,668,244     4,808,555  

PRA International

  U.S. Term Loan   Loan     3.56 %   12/15/2014   $ 1,286,657     1,187,087     1,222,324  

Prestige Brands, Inc. 

  Term Loan   Loan     4.75 %   3/24/2016   $ 4,167,500     4,152,819     4,189,629  

QA Direct Holdings, LLC

  Term Loan Retired 03/23/2011   Loan     8.25 %   8/10/2014   $ 1,756,006     1,746,771     1,747,226  

QCE, LLC (Quiznos)

  Term Loan (First Lien)   Loan     5.01 %   5/5/2013   $ 2,713,190     2,642,924     2,579,457  

Quintiles Transnational Corp. 

  Term B Loan (First Lien)   Loan     2.31 %   3/31/2013   $ 1,350,372     1,341,560     1,346,996  

Ranpak Corp. 

  US Dollar Term Loan B (First Lien) Retired 04/20/2011   Loan     4.77 %   12/27/2013   $ 2,729,247     2,702,688     2,592,785  

Repconstrickland, Inc. 

  Term B Loan   Loan     10.00 %   2/19/2014   $ 2,982,729     2,963,648     2,744,111  

Rexnord LLC/RBS Global, Inc. 

  Tranche B-2 Term B Loan   Loan     2.56 %   7/19/2013   $ 1,624,606     1,553,407     1,614,940  

Royal Adhesives and Sealants, LLC

  Term A Loan   Loan     7.25 %   11/29/2015   $ 5,000,000     4,925,515     4,925,515  

Royalty Pharma Finance Trust

  Tranche B Term Loan   Loan     2.55 %   4/16/2013   $ 4,111,216     4,104,705     4,126,633  

Scitor Corporation

  Term Loan   Loan     5.00 %   2/15/2017   $ 500,000     497,514     503,540  

Scotsman Industries, Inc. 

  Term Loan   Loan     5.51 %   4/30/2016   $ 942,875     934,736     946,411  

Seminole Tribe of Florida

  Term B-1 Delay Draw Loan   Loan     1.81 %   3/5/2014   $ 623,301     607,432     619,592  

Seminole Tribe of Florida

  Term B-2 Delay Draw Loan   Loan     1.81 %   3/5/2014   $ 2,254,231     2,196,806     2,240,818  

Seminole Tribe of Florida

  Term B-3 Delay Draw Loan   Loan     1.81 %   3/5/2014   $ 1,418,608     1,377,771     1,410,167  

SI Organization, Inc., The

  New Tranche B Term Loan   Loan     4.50 %   11/22/2016   $ 4,000,000     3,961,772     4,030,000  

Specialized Technology Resources, Inc. 

  Term Loan (First Lien)   Loan     2.76 %   6/13/2014   $ 3,525,541     3,444,179     3,283,160  

F-34


Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd. ("Saratoga CLO") (Continued)

Issuer_Name
  Asset_Name   Asset_Type   Current
Rate
  Maturity
Date
  Principal /
Number of
Shares
  Cost   Fair Value  

SunGard Data Systems Inc (Solar Capital Corp.)

  Incremental Term B Loan   Loan     3.76 %   2/28/2014   $ 500,000   $ 500,000   $ 503,325  

SunGard Data Systems Inc (Solar Capital Corp.)

  Tranche A U.S. Term Loan   Loan     2.01 %   2/28/2014   $ 197,048     191,855     196,124  

SunGard Data Systems Inc (Solar Capital Corp.)

  Tranche B U.S. Term Loan   Loan     3.93 %   2/28/2016   $ 4,557,119     4,416,466     4,579,905  

Sunquest Information Systems, Inc. (Misys Hospital Systems, Inc.)

  Term Loan (First Lien)   Loan     6.25 %   12/16/2016   $ 1,000,000     985,480     1,005,000  

SuperMedia Inc. (fka Idearc Inc.)

  Loan   Loan     11.00 %   12/31/2015   $ 359,815     347,869     238,604  

Survey Sampling International, LLC

  Term Loan   Loan     10.40 %   12/31/2012   $ 1,775,683     1,766,073     1,154,194  

Targus Holdings, Inc. 

  Tranche B Term Loan (First Lien)   Loan     8.75 %   11/22/2012   $ 2,789,590     2,701,112     2,768,668  

TDG Holding Company (fka Dwyer Acquisition, Inc.)

  Term Loan   Loan     7.00 %   12/23/2015   $ 4,000,000     3,940,238     3,940,000  

Team Finance LLC (a.k.a Team Health Holdings, LLC)

  Term Loan   Loan     2.27 %   11/23/2012   $ 5,570,899     5,369,893     5,543,045  

Telcordia Technologies, Inc. 

  Term Loan   Loan     6.75 %   4/30/2016   $ 3,970,000     3,961,377     3,982,426  

Texas Competitive Electric Holdings Company, LLC (TXU)

  Initial Tranche B-2 Term Loan   Loan     3.79 %   10/10/2014   $ 5,805,000     5,740,180     4,834,868  

TransFirst Holdings, Inc. 

  Term Loan (First Lien)   Loan     3.06 %   6/15/2014   $ 2,412,500     2,359,447     2,320,029  

Tricorbraun Inc. (fka Kranson Industries, Inc.)

  Term Loan B   Loan     2.51 %   7/31/2013   $ 1,223,256     1,173,926     1,180,442  

Triumph Group Inc. 

  Loan Retired 04/05/2011   Loan     4.50 %   6/16/2016   $ 1,243,750     1,238,248     1,246,088  

U.S. Security Holdings, Inc. 

  Acquisition Term Loan   Loan     4.04 %   5/8/2013   $ 106,289     102,005     105,224  

U.S. Security Holdings, Inc. 

  Tranche B Term Loan   Loan     4.04 %   5/8/2013   $ 564,358     541,608     561,536  

U.S. Silica Company

  Loan   Loan     5.75 %   5/9/2016   $ 1,343,250     1,337,430     1,344,929  

United States Infrastructure Corporation (fka Stripe Acquisition, Inc.)

  Term Loan   Loan     5.50 %   5/13/2015   $ 1,393,000     1,381,246     1,394,741  

Univar Inc. 

  Term B Loan   Loan     0.00 %   6/30/2017   $ 3,000,000     3,000,000     3,000,000  

USI Holdings Corporation

  Tranche B Term Loan   Loan     2.77 %   5/5/2014   $ 4,832,287     4,689,161     4,820,206  

Visant Corporation (fka Jostens)

  Tranche B Term Loan (2011)   Loan     0.00 %   12/22/2016   $ 4,000,000     4,000,000     4,000,000  

Weasler Engineering, Inc. 

  Term Loan   Loan     6.76 %   9/30/2013   $ 1,195,707     1,023,493     1,171,792  

Weight Watchers International, Inc. 

  Term B Loan   Loan     1.81 %   1/26/2014   $ 1,242,139     1,228,356     1,239,034  

Weight Watchers International, Inc. 

  Term D Loan   Loan     2.56 %   6/30/2016   $ 2,755,924     2,701,780     2,765,377  

Wendy's/Arby's Restaurants, LLC

  Term Loan   Loan     5.00 %   5/24/2017   $ 1,194,000     1,188,678     1,202,585  

Wenner Media LLC

  Term Loan   Loan     2.01 %   10/2/2013   $ 2,830,535     2,750,229     2,717,314  

Wesco Aircraft Hardware Corp. 

  Loan (Second Lien) Retired 04/07/2011   Loan     6.02 %   3/28/2014   $ 1,720,000     1,655,183     1,721,428  

Wil Research Laboratories, LLC

  Term B Loan   Loan     4.31 %   9/26/2013   $ 1,828,419     1,693,356     1,609,009  

WireCo WorldGroup Inc. 

  Term Loan   Loan     5.25 %   2/10/2014   $ 4,687,066     4,582,305     4,687,066  

Worldwide Express Operations, LLC

  Term Loan   Loan     7.50 %   6/30/2013   $ 3,844,761     3,844,761     3,075,809  

Yankee Candle Company, Inc. 

  Term Loan   Loan     2.27 %   2/6/2014   $ 2,537,336     2,358,862     2,530,409  

Yell Group Plc

  Facility B1—YB (USA) LLC (11/2009)   Loan     4.01 %   7/31/2014   $ 3,216,223     3,148,334     1,485,897  

ALM 2010-1A

  Floating—05/2020—B—00162VAE5   Other/Structured
Finance Securities
    2.58 %   5/20/2020   $ 4,000,000     3,682,050     3,657,600  

BABSN 2007-1A

  Floating—01/2021—D1—05617AAA9   Other/Structured
Finance Securities
    3.55 %   1/18/2021   $ 1,500,000     1,207,311     1,050,000  

GALE 2007-3A

  Floating—04/2021—E—363205AA3   Other/Structured
Finance Securities
    3.80 %   4/19/2021   $ 4,000,000     3,235,640     2,800,000  

KATO 2006-9A

  Floating—01/2019—B2L—   Other/Structured     3.80 %   1/25/2019   $ 5,000,000     4,115,337     3,500,000  

  486010AA9   Finance Securities                                

Network Communications, Inc. 

  8.600%—01/2020—6412BAD3   Unsecured Notes     8.60 %   1/14/2020   $ 1,028,572     3,260,000     743,452  

STCLO 2007-6A

  Floating—04/2021—D—86176YAG7   Other/Structured
Finance Securities
    3.90 %   4/17/2021   $ 5,000,000     3,976,453     3,500,000  

Elyria Foundry Company, LLC

  13.000%—03/2013—290608AA6   Unsecured Notes     17.00 %   3/1/2013   $ 2,040,000     2,006,316     1,500,012  
                                     

                            $ 402,031,794   $ 391,170,117  
                                     

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 5. Income Taxes

        The Company intends to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to federal income tax on the portion of taxable income and gains 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 federal income tax purposes, the Company has requested and received approval from the Internal Revenue Service to treat the Saratoga CLO as a disregarded entity. As such, for federal income tax purposes and for purposes of meeting the RIC qualification and diversification tests, the results of operations of the Saratoga CLO are included with those of the Company.

        To qualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing at least 90% of its investment company taxable income, as defined by the Code. Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. As of February 29, 2012 and February 28, 2011, the Company reclassified for book purposes amounts arising from permanent book/tax differences primarily related to nondeductible excise tax, meals & entertainment, market discount, interest income with respect to the Saratoga CLO which is consolidated for tax purposes, and the tax character of distributions as follows (dollars in thousands):

 
  February 29,
2012
  February 28,
2011
 

Accumulated net investment income/(loss)

  $ (871 ) $ 474  

Accumulated net realized gains (losses) on investments

    859     (474 )

Additional paid-in-capital

    12      

        For 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 29, 2012 and February 28, 2011 was as follows (dollars in thousands):

 
  February 29,
2012
  February 28,
2011
 

Ordinary Income

  $ 9,831   $ 11,796  

Capital gains

         

Return of capital

         

Total

  $ 9,831   $ 11,796  
           

        For federal income tax purposes, as of February 29, 2012, the aggregate net unrealized depreciation for all securities is $8.3 million. The aggregate cost of securities for federal income tax purposes is $459.1 million.

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 5. Income Taxes (Continued)

        For federal income tax purposes, as of February 28, 2011, the aggregate net unrealized depreciation for all securities is $18.2 million. The aggregate cost of securities for federal income tax purposes is $466.6 million.

        At February 29, 2012 and February 28, 2011, 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 tax purposes, market discount and original issue discount income, interest income accrual on defaulted bonds, write-off of investments, and amortization of organizational expenditures (dollars in thousands).

 
  February 29,
2012
  February 28,
2011
 

Post October loss deferred

  $ (12,117 ) $ (9,819 )

Accumulated capital losses

    (50,249 )   (36,610 )

Other temporary differences

    (297 )   (59 )

Undistributed ordinary income

    4,385     1,760  

Unrealized depreciation

    (8,266 )   (18,172 )

Total components of accumulated losses

  $ (66,544 ) $ (62,900 )
           

        Post-October losses represent losses realized on investments from November 1, 2011 to February 29, 2012, in accordance with federal income tax regulations, the Company has elected to defer and treat as having arisen in the following fiscal year.

        The Company has incurred capital losses of $19.3, $14.1 and $3.2 million for the years ended February 28, 2011, 2010 and 2009. Such capital losses will be available to offset future capital gains if any and if unused, will expire on February 28, 2019, 2018 and 2017.

        The Company has incurred a short term capital loss of $11.5 million and a long term capital loss of $2.1 million for the year ended February 29, 2012. Such capital losses will be available to offset future capital gains. There is no expiration for these capital losses.

        Management has analyzed the Company's tax positions taken on federal income tax returns for all open years (fiscal years 2009-2012), and has concluded that no provision for uncertain income tax positions is required in the Company's financial statements.

        On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the "Modernization Act") was enacted, and the provisions with the Modernization Act are effective for the Company for the year ended February 29, 2012. The Modernization Act is the first major piece of legislation affecting RICs since 1986 and it modernizes several of the federal income and excise tax provisions related to RICs. Some highlights of the enacted provisions are as follows:

        New capital losses may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital, irrespective of the character of the original loss.

        The Modernization Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for "inadvertent" failures of the asset diversification and/or qualifying income

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 5. Income Taxes (Continued)

tests. Additionally, the Modernization Act exempts RICs from the preferential dividend rule, and repealed the 60-day designation requirement for certain types of pay-through income and gains.

        Finally, the Modernization Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.

Note 6. Agreements

        On July 30, 2010, the Company entered into an investment advisory and management agreement (the "Management Agreement") with our Manager. The initial term of the Management Agreement is two years, with automatic, one-year renewals at the end of each year subject to certain approvals by our board of directors and/or our stockholders. Pursuant to the Management Agreement, our Manager implements our business strategy on a day-to-day basis and performs certain services for us, subject to oversight by our board of directors. Our Manager is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management Agreement, we have agreed to pay our Manager a management fee for investment advisory and management services consisting of a base management fee and an incentive fee.

        The base management fee of 1.75% 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, and appropriately adjusted for any share issuances or repurchases during the applicable fiscal quarter.

        The incentive fee consists of the following two parts:

        The first, payable quarterly in arrears, equals 20% of our pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, that exceeds a 1.875% quarterly (7.5% annualized) hurdle rate measured as of the end of each fiscal quarter, subject to a "catch-up" provision. Under this provision, in any fiscal quarter, our Manager receives no incentive fee unless our pre-incentive fee net investment income exceeds the hurdle rate of 1.875%. Our Manager will receive 100% 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 (9.376% annualized); and 20% of the amount of the our pre-incentive fee net investment income, if any, that exceeds 2.344% in any fiscal quarter (9.376% annualized). Notwithstanding the foregoing, with respect to any period ending on or prior to December 31, 2010, our manager will receive 20% of pre-incentive fee net investment income, if any, that exceeds the hurdle rate of 1.875% without any catch-up provision. Amounts received from our portfolio companies as a return of capital are not included in calculating this portion of the incentive fee. Since the hurdle rate is based on net assets, a return of less than the hurdle rate on total assets may still result in an incentive fee.

        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% of our "incentive fee capital gains," which equals our realized capital gains on a cumulative basis from May 31, 2010 through the end of the year, if any, computed net of all realized capital losses and unrealized capital

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 6. Agreements (Continued)

depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee. Importantly, the capital gains portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010. Therefore, realized and unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive fee, and our Manager will be entitled to 20% 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.

        The terms of the Management Agreement with our Manager is substantially similar to the terms (i.e., a quarterly base management fee of 1.75% of the average value of our total 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, and an incentive fee) of the investment advisory and management agreement we had entered into with GSCP (NJ), L.P., our former investment adviser, except for the following material distinctions in the fee terms:

        For the years ended February 29, 2012, February 28, 2011 and 2010, we incurred $1.6, $1.6 and $2.0 million in base management fees, respectively. For the years ended February 29, 2012, February 28, 2011 and 2010, we incurred $0.5, $0.4 and $0.3 million in incentive fees related to pre-incentive fee net investment income. For the year ended February 28, 2011, we incurred $0.4 million in incentive fees related to pre-incentive fee net investment income and recorded a $2.6 million reversal in previously recorded deferred incentive management fees related to net investment income as a result of the agreement of our former investment adviser, GSCP (NJ), L.P., to waive such amount in connection with the recapitalization transaction described in "Note 14.

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 6. Agreements (Continued)

Recapitalization Transaction" below. For the year ended February 29, 2012, we accrued $0.7 million in incentive management 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 29, 2012, $0.4 million of base management fees and $2.5 million of incentive fees were accrued and included in management and incentive fees payable in the accompanying consolidated statement of assets and liabilities. As of February 28, 2011, $2.2 million of management and incentive fees were accrued and included in management and incentive fees payable in the accompanying consolidated statement of assets and liabilities.

        On July 30, 2010, the Company entered into a separate administration agreement (the "Administration Agreement") with our Manager, pursuant to which our Manager, as our administrator, has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide managerial assistance on our behalf to those portfolio companies to which we are required to provide such assistance. The initial term of the Administration Agreement is two years, with automatic, one-year renewals at the end of each year subject to certain approvals by our board of directors and/or our stockholders. The amount payable to our Manager as administrator is capped at $1 million for the initial two year term of the administration agreement.

        The amount payable to GSCP (NJ), L.P., our former investment adviser and administrator, as administrator was capped to the effect that such amount, together with our other operating expenses, could not exceed an amount equal to 1.5% per annum of our net assets attributable to common stock. In addition, for the one-year term of the administration agreement that expired on March 21, 2011, GSCP (NJ), L.P. had agreed to waive our reimbursement obligation under the administration agreement until our total assets exceeded $500 million.

        For the years ended February 29, 2012, February 28, 2011 and 2010, we recognized $1.0, $0.8 and $0.7 million in administrator expenses for the periods, pertaining to bookkeeping, record keeping and other administrative services provided to us in addition to our allocable portion of rent and other overhead related expenses. As of February 29, 2012, $0.4 million of administrator expenses were accrued and included in due to manager in the accompanying consolidated statement of assets and liabilities.

Note 7. 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. 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.

        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

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 7. Borrowings (Continued)

Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during which all principal proceeds from the collateral was 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%.

        In March 2009, we amended the Revolving Facility to increase the portion of the portfolio that could be invested in "CCC" rated investments in return for an increased interest rate and expedited amortization. As a result of these transactions, we expected to have additional cushion under our borrowing base under the Revolving Facility that would allow us to better manage our capital in times of declining asset prices and market dislocation.

        On July 30, 2009, we exceeded the permissible borrowing limit under the Revolving Facility for 30 consecutive days, resulting in an event of default under the Revolving Facility. As a result of this event of default, our lender had the right to accelerate repayment of the outstanding indebtedness under the Revolving Facility and to foreclose and liquidate the collateral pledged thereunder. Acceleration of the outstanding indebtedness and/or liquidation of the collateral could have had a material adverse effect on our liquidity, financial condition and operations.

        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 (the "Replacement Facility") with Madison Capital Funding LLC, in each case, described in "Note 14. Recapitalization Transaction" below, 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 have been pledged under the Replacement Facility to secure our obligations thereunder.

        On February 24, 2012, we amended our senior secured revolving credit facility with Madison Capital Funding LLC to, among other things:

        As of February 29, 2012, there was $20.0 million outstanding under the Replacement Facility and the Company is in compliance with all of the limitations and requirements of the Replacement Facility. $2.3 million of financing costs related to the Replacement Facility have been capitalized and are being amortized over the term of the facility. For the years ended February 29, 2012, February 28, 2011 and

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 7. Borrowings (Continued)

2010, we recorded $0.6, $2.2 and $3.5 million of interest expense, respectively. For the years ended February 29, 2012, February 28, 2011 and 2010, we recorded $0.7, $0.4 and $0.6 million of amortization of deferred financing costs related to the Replacement Facility and Revolving Facility, respectively. The interest rates during the years ended February 29, 2012, February 28, 2011and 2010 on the outstanding borrowings ranged from 0.75% to 7.50%, 7.50% to 9.25%, and 1.37% to 9.25% respectively.

        The Replacement 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 Replacement Facility also includes certain requirements relating to portfolio performance, the violation of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate repayment of amounts owed thereunder. The Replacement Facility has an eight year term, consisting of a three year period (the "Revolving Period"), under which the Company may make and repay borrowings, and a final maturity five years from the end of the Revolving Period. Availability on the Replacement Facility will be subject to a borrowing base calculation, based on, among other things, applicable advance rates (which vary from 50% to 75% 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 LIBOR rate and 2.00%, plus an applicable margin of 5.50%. At the Company's option, funds may be borrowed based on an alternative base rate, which in no event will be less than 3.00%, and the applicable margin over such alternative base rate is 4.50%. In addition, the Company will pay the lenders a commitment fee of 0.75% per year on the unused amount of the Replacement Facility for the duration of the Revolving Period.

        Our borrowing base under the Replacement Facility was $27.9 million at February 29, 2012. For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent quarterly report on Form 10-Q filed with the SEC. Accordingly, the February 29, 2012 borrowing base relies upon the valuations set forth in the quarterly report on Form 10-Q for the quarter ended November 30, 2011. The valuations presented in this Annual Report on Form 10-K will not be incorporated into the borrowing base until after this Annual Report on Form 10-K is filed with the SEC.

        At any time prior to the second anniversary of the closing of the Replacement Facility and subject to certain conditions, we may request an increase in the Replacement Facility amount of up to $60 million for a combined aggregate Replacement Facility amount of $100 million.

Note 8. Interest Rate Cap Agreements

        In April and May 2007, pursuant to the requirements of the Facilities, we, through wholly owned subsidiary, entered into interest rate cap agreements with Deutsche Bank AG with notional amounts of $34.0 million and $60.9 million at costs of $75,000, and $44,000, respectively. In May 2007, we increased the notional amount under the $34.0 million agreement from $34.0 million to $40.0 million for an additional cost of $12,000. The agreements expire in February 2014 and November 2013, respectively. These interest rate caps are treated as free-standing derivatives under ASC 815 and are presented at their fair value on the consolidated statements of assets and liabilities and the changes in their fair value are included on the consolidated statements of operations.

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 8. Interest Rate Cap Agreements (Continued)

        The agreements provide for a payment to us in the event LIBOR exceeds 8%, mitigating our exposure to increases in LIBOR. With respect to calculating the payments under these agreements, the notional amount is determined based on a pre-determined schedule set forth in the respective agreements which provides for a reduction in the notional amount at specified dates until the maturity of the agreements. As of November 30, 2010, we did not receive any such payments as the LIBOR has not exceeded 8%. As of February 29, 2012, the total notional amount outstanding for the interest rate caps was $29.9 million with an aggregate fair value of $75, which is recorded in outstanding interest cap at fair value on our consolidated statements of assets and liabilities. For the years ended February 29, 2012, February 28, 2011 and 2010, we recorded $(16,190), $(25,884) and $2,634 of unrealized (depreciation) /appreciation, respectively, on derivatives in our consolidated statements of operations related to the change in the fair value of the interest rate cap agreements.

        The table below summarizes our interest rate cap agreements as of February 29, 2012 (dollars in thousands):

Instrument
  Type   Notional   Interest Rate   Maturity   Fair Value  

Interest Rate Cap

  Free Standing Derivative   $ 19,592     8.0 %   Feb 2014   $ .05  

Interest Rate Cap

  Free Standing Derivative     10,332     8.0     Nov 2013     .02  
                             

  Net fair value                     $ .07  
                             

        The table below summarizes our interest rate cap agreements as of February 28, 2011 (dollars in thousands):

Instrument
  Type   Notional   Interest Rate   Maturity   Fair Value  

Interest Rate Cap

  Free Standing Derivative   $ 29,388     8.0 %   Feb 2014   $ 12  

Interest Rate Cap

  Free Standing Derivative     23,966     8.0     Nov 2013     4  
                             

  Net fair value                     $ 16  
                             

Note 9. Directors Fees

        The independent directors receive an annual fee of $40,000. They also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $1,000 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 $5,000 and the chairman of each other committee receives an annual fee of $2,000 for their additional services in these capacities. In addition, we have purchased directors' and officers' liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors' fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. No compensation is paid to directors who are "interested persons" of the Company (as such term is defined in the 1940 Act). For the years ended February 29, 2012, February 28, 2011 and 2010, we accrued $0.2, $0.4 and $0.3 million for directors' fees expense, respectively. As of February 29, 2012 and February 28, 2011, $49,500 and $51,000 in directors' fees expense were unpaid and included in accounts payable and

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Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 9. Directors Fees (Continued)

accrued expenses in the consolidated statements of assets and liabilities. As of February 29, 2012, we had not issued any common stock to our directors as compensation for their services.

Note 10. Stockholders' Equity

        On May 16, 2006, GSC Group, Inc. capitalized the LLC, by contributing $1,000 in exchange for 67 shares, constituting all of the issued and outstanding shares of the LLC.

        On March 20, 2007, the Company issued 95,995.5 and 8,136.2 shares of common stock, priced at $150.00 per share, to GSC Group and certain individual employees of GSC Group, respectively, in exchange for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. At this time, the 6.7 shares owned by GSC Group in the LLC were exchanged for 6.7 shares of the Company.

        On November 13, 2009, we declared a dividend of $18.25 per share payable on December 31, 2009. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.1 million or $2.50 per share. Based on shareholder elections, the dividend consisted of $2.1 million in cash and 864,872.5 of newly issued shares of common stock.

        On July 30, 2010, our Manager and its affiliates purchased 986,842 shares of common stock at $15.20 per share. Total proceeds received from this sale were $15.0 million. See "Note 14. Recapitalization Transaction."

        On August 12, 2010, we effected a one-for-ten reverse stock split of our outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted into one share of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The total cash payment in lieu of shares was $230. Immediately after the reverse stock split, we had 2,680,842 shares of our common stock outstanding.

        On November 12, 2010, we declared a dividend of $4.40 per share payable on December 29, 2010. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $1.2 million or $0.44 per share. Based on shareholder elections, the dividend consisted of approximately $1.2 million in cash and 596,235 shares of common stock.

        On November 15, 2011, we declared a dividend of $3.00 per share payable on December 30, 2011. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $2.0 million or $0.60 per share. Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 599,584 shares of common stock.

Note 11. Earnings Per Share

        In accordance with the provisions of FASB ASC 260, "Earnings per Share" ("ASC 260"), basic earnings per share is computed by dividing earnings available to common shareholders by the weighted

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 11. Earnings Per Share (Continued)

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 decrease in net assets per share from operations for the years ended February 29, 2012, February 28, 2011 and 2010 (dollars in thousands except share and per share amounts):

Basic and diluted
  February 29,
2012
  February 28,
2011
  February 28,
2010
 

Net increase (decrease) in net assets from operations

  $ 13,275   $ 16,958   $ (10,463 )

Weighted average common shares outstanding

    3,434,345     2,437,577     1,061,351  

Earnings (loss) per common share-basic and diluted

  $ 3.87   $ 6.96   $ (9.86 )

Note 12. Dividend

        On November 15, 2011, we declared a dividend of $3.00 per share payable on December 30, 2011. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $2.0 million or $0.60 per share.

        Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 599,584 shares of common stock, or 18% 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 $13.1171 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011. The financial statements for the period ended November 30, 2011 have been retroactively adjusted to reflect the increase in common stock as a result of the dividend in accordance with the provisions of ASC 505-20-S50 regarding disclosure of a capital structure change after the interim balance sheet but before the release of the financial statements.

        On November 12, 2010, we declared a dividend of $4.40 per share payable on December 23, 2010. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $1.2 million or $0.44 per share.

        Based on shareholder elections, the dividend consisted of approximately $1.2 million in cash and 596,235 shares of common stock, or 22% 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. The financial statements for the period ended November 30, 2010 have been retroactively adjusted to reflect the increase in common stock as a result of the dividend in accordance with the provisions of

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 12. Dividend (Continued)

ASC 505-20-S50 regarding disclosure of a capital structure change after the interim balance sheet but before the release of the financial statements.

        The following tables summarize dividends declared during the years ended February 29, 2012, February 28, 2011 and 2010 (dollars in thousands except per share amounts):

Date Declared
  Record Date   Payment Date   Amount
Per Share*
  Total
Amount
 

November 15, 2011

    November 25, 2011     December 30, 2011   $ 3.00   $ 9,831  
                       

Total dividends declared

              $ 3.00   $ 9,831  
                       

 

Date Declared
  Record Date   Payment Date   Amount
Per Share*
  Total
Amount
 

November 12, 2010

    November 19, 2010     December 29, 2010   $ 4.40   $ 11,796  
                       

Total dividends declared

              $ 4.40   $ 11,796  
                       

 

Date Declared
  Record Date   Payment Date   Amount
Per Share*
  Total
Amount
 

November 13, 2009

    November 25, 2009     December 31, 2009   $ 18.25   $ 15,132  
                       

Total dividends declared

              $ 18.25   $ 15,132  
                       

*
Amount per share is calculated based on the number of shares outstanding at the date of declaration. For 2009, the amount per share has been adjusted to reflect a one-for-ten reverse stock split effectuated in August 2010.

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 13. Financial Highlights

        The following is a schedule of financial highlights for the years ended February 29, 2012, February 28, 2011, 2010, 2009 and February 29, 2008:

        For 2010, 2009 and 2008, the amount per share has been adjusted to reflect a one-for-ten reverse stock split effectuated in August 2010.

 
  February 29,
2012
  February 28,
2011
  February 28,
2010
  February 28,
2009
  February 29,
2008
 

Per share data:(7)

                               

Net asset value at beginning of period

  $ 26.26   $ 32.75   $ 82.00   $ 118.00   $ 140.30  

Net investment income(1)

    1.66     2.15     5.40     16.70     13.00  

Net realized and unrealized gains and losses on investments and derivatives

    2.21     4.81     (15.30 )   (42.40 )   (19.80 )
                       

Net increase (decrease) in net assets from operations

    3.87     6.96     (9.90 )   (25.70 )   (6.80 )

Distributions declared from net investment income

    (3.00 )   (4.40 )   (18.25 )   (10.30 )   (13.70 )

Distributions declared from net realized capital gains

                    (1.80 )
                       

Total distributions to stockholders

    (3.00 )   (4.40 )   (18.25 )   (10.30 )   (15.50 )

Other(5)

    (2.01 )   (9.05 )   (21.10 )        

Net asset value at end of period

  $ 25.12   $ 26.26   $ 32.75   $ 82.00   $ 118.00  

Net assets at end of period

  $ 97,380,150   $ 86,071,454   $ 55,478,152   $ 68,013,777   $ 97,869,040  

Shares outstanding at end of period

    3,876,661     3,277,077     1,694,010     829,138     829,138  

Per share market value at end of period(7)

  $ 15.88   $ 21.25   $ 19.20   $ 19.90   $ 110.40  

Total return based on market value(2)

    12.82 %   38.25 %   113.10 %   (70.33 )%   0.45 %

Total return based on net asset value(3)

    17.51 %   0.16 %   (11.92 )%   14.40 %   10.96 %

Ratio/Supplemental data:(6)

                               

Ratio of net investment income to average, net assets(4)(6)

    6.11 %   6.53 %   8.10 %   15.19 %   8.11 %

Ratio of operating expenses to average net assets(4)

    5.63 %   12.05 %   9.78 %   7.12 %   5.91 %

Ratio of incentive management fees to average net assets

    1.35 %   2.45 %   0.52 %   2.05 %   0.64 %

Ratio of credit facility related expenses to average net assets

    1.39 %   3.42 %   6.54 %   3.05 %   4.51 %

Ratio of total expenses to average net assets(4)

    8.36 %   12.02 %   16.84 %   12.23 %   11.05 %

(1)
Net investment income per share is calculated using the weighted average shares outstanding during the period. Net investment income excluding expense waiver and reimbursement equals $2.05, $4.75, $15.46 and $10.80 per share for the years ended February 28, 2011, 2010, 2009 and February 29, 2008, respectively.

(2)
Total investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company's dividend reinvestment plan. Total investment return does not reflect brokerage commissions. Total investment returns covering less than a full period are not annualized.

(3)
Total investment return is calculated assuming a purchase of common shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company's dividend reinvestment plan. Total investment return does not reflect brokerage commissions.

(4)
For the year ended February 28, 2011, net of the expense waiver and reimbursement arrangement, the ratio of net investment income, operating expenses, total expenses to average net assets is 6.87%, 11.71%, and 11.68%, respectively. For the year ended February 28, 2010, net of the expense waiver and reimbursement arrangement, the ratio of net investment income, operating expenses, total expenses to average net assets is 9.12%, 8.71% and 15.77%, respectively. For the year ended February 28, 2009, net of the expense waiver and reimbursement arrangement, the ratio of net investment income, operating expenses, total expenses to average net assets is 16.21%, 5.94% and 11.04%, respectively. For the year ended February 29, 2008, net of the expense waiver and reimbursement agreement, the ratio of net investment income, operating expenses, total expenses to average net assets is 9.63%, 4.51% and 9.45%, respectively.

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SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 13. Financial Highlights (Continued)

(5)
Represents the dilutive effect of the common stock dividend issuance at a price below net asset value per share during the period.

(6)
These ratios for the years ended February 28, 2010, 2009 and February 29, 2008 do not include the effect of the waiver of deferred incentive fees which is (3.83)% on a non-annualized basis as this is a one time waiver.

(7)
February 28, 2010, 2009 and February 29, 2008 data has been adjusted to reflect a one-for-ten reverse stock split effectuated in August 2010.

Note 14. Recapitalization Transaction

        In July 2010, we consummated a recapitalization transaction that was necessitated by the fact that we had exceeded permissible borrowing limits under the Revolving Facility in July 2009, which resulted in an event of default under the Revolving Facility. As a result of the event of default under the Revolving Facility, the lender had the right to accelerate repayment of the outstanding indebtedness under the Revolving Facility and to foreclose and liquidate the collateral pledged thereunder. We engaged the investment banking firm of Stifel, Nicolaus & Company to evaluate strategic transaction opportunities and consider alternatives for us in December 2008. On April 14, 2010, we entered into a stock purchase agreement with our Manager and certain of its affiliates and an assignment, assumption and novation agreement with our Manager, pursuant to which we assumed certain rights and obligations of our Manager under a debt commitment letter our Manager received from Madison Capital Funding LLC, indicating Madison Capital Funding's willingness to provide us with the Replacement Facility, subject to the satisfaction of certain terms and conditions. In addition, we and GSCP (NJ), L.P., our then external investment adviser, entered into a termination and release agreement, to be effective as of the closing of the transaction contemplated by the stock purchase agreement, pursuant to which GSCP (NJ), L.P., among other things, agreed to waive any and all accrued and unpaid deferred incentive management fees up to and as of the closing of the transaction contemplated by the stock purchase agreement but continued to be entitled to receive the base management fees earned through the date of the closing of the transaction contemplated by the stock purchase agreement.

        On July 30, 2010, the transactions contemplated by the stock purchase agreement with our Manager and certain of its affiliates was completed, and included the following actions:

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Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 14. Recapitalization Transaction (Continued)

        We used the net proceeds from the private sale transaction and a portion of the funds available to us under the Replacement Facility to pay the full amount of principal and accrued interest, including default interest, outstanding under Revolving Facility. The Revolving Facility with Deutsche Bank was terminated in connection with our payment of all amounts outstanding thereunder on July 30, 2010.

Note 15. Selected Quarterly Data (Unaudited)

 
  2012  
($ in thousands, except per share numbers)
  Qtr 4   Qtr 3   Qtr 2   Qtr 1  

Interest and related portfolio income

  $ 2,947   $ 3,033   $ 2,887   $ 2,387  

Net investment income

    1,578     824     2,720     579  

Net realized and unrealized gain (loss)

    1,501     5,390     (4,448 )   5,131  

Net increase (decrease) in net assets resulting from operations

    3,081     6,213     (1,728 )   5,709  

Net investment income (loss) per common share at end of each quarter

  $ 0.79   $ 1.88   $ (0.53 ) $ 1.74  

Net realized and unrealized gain (loss) per common share at end of each quarter

  $ 0.37   $ 1.63   $ (1.36 ) $ 1.57  

Dividends declared per common share

  $   $ 3.00   $   $  

Net asset value per common share

  $ 25.12   $ 24.32   $ 27.48   $ 28.01  

 

 
  2011  
($ in thousands, except per share numbers)
  Qtr 4   Qtr 3   Qtr 2   Qtr 1  

Interest and related portfolio income

  $ 2,624   $ 4,580   $ 2,566   $ 2,270  

Net investment income

    830     1,935     2,482     2  

Net realized and unrealized gain

    3,463     1,375     4,218     2,653  

Net increase in net assets resulting from operations

    4,294     3,310     6,700     2,655  

Net investment income per common share at end of each quarter

  $ 0.25   $ 0.70   $ 1.21   $ 0.00  

Net realized and unrealized gain per common share at end of each quarter

  $ 1.06   $ 0.50   $ 2.06   $ 1.57  

Dividends declared per common share

  $   $ 4.40   $   $  

Net asset value per common share

  $ 26.26   $ 24.95   $ 29.71   $ 34.32  

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Table of Contents


SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

February 29, 2012

Note 15. Selected Quarterly Data (Unaudited) (Continued)

 

 
  2010  
($ in thousands, except per share numbers)
  Qtr 4   Qtr 3   Qtr 2   Qtr 1  

Interest and related portfolio income

  $ 3,637   $ 3,530   $ 3,685   $ 4,764  

Net investment income

    1,201     869     1,080     2,564  

Net realized and unrealized gain (loss)

    (10,067 )   8,258     (17,168 )   2,800  

Net increase (decrease) in net assets resulting from operations

    (8,866 )   9,128     (16,088 )   5,364  

Net investment income per common share at end of each quarter

  $ 0.70   $ 1.00   $ 1.30   $ 3.10  

Net realized and unrealized gain (loss) per common share at end of each quarter

  $ (5.90 ) $ 9.10   $ (20.70 ) $ 3.40  

Dividends declared per common share

  $   $ 18.25   $   $  

Net asset value per common share

  $ 32.75   $ 38.00   $ 69.10   $ 88.50  

Note 16. Subsequent Events

        Management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the years ended February 29, 2012 except for the following:

        On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP, received an SBIC license from the SBA. See "Item 1. Business—Regulation—Small Business Investment Company Regulations." The SBIC license allows us, through our wholly-owned subsidiary, to issue SBA-guaranteed debentures. We applied for exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from the 200% asset coverage ratio we are required to maintain under the 1940 Act. Pursuant to the 200% asset coverage ratio limitation, we are permitted to borrow one dollar for every dollar we have in assets less all liabilities and indebtedness not represented by debt securities issued by us or loans obtained by us.

        If we receive this exemptive relief from the SEC, we will have increased capacity to fund up to $150 million (the maximum amount of SBA-guaranteed debentures an SBIC may currently have outstanding once certain conditions have been met) of investments with SBA-guaranteed debentures in addition to being able to fund investments with borrowings up to the maximum amount of debt that the 200% asset coverage ratio limitation would allow us to incur.

F-50




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Exhibit 31.1

CERTIFICATION PURSUANT TO
RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

        I, Christian L. Oberbeck, certify that:

        1.     I have reviewed this Annual Report on Form 10-K of Saratoga Investment Corp.;

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

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

        4.     The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

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

Date: May 23, 2012

    /s/ CHRISTIAN L. OBERBECK

Christian L. Oberbeck
Chief Executive Officer and President



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CERTIFICATION PURSUANT TO RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

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Exhibit 31.2

CERTIFICATION PURSUANT TO
RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

        I, Richard A. Petrocelli, certify that:

        1.     I have reviewed this Annual Report on Form 10-K of Saratoga Investment Corp.;

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

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

        4.     The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

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

Date: May 23, 2012

    /s/ RICHARD A. PETROCELLI

Name: Richard A. Petrocelli
Chief Financial Officer, Chief Compliance Officer
and Secretary



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CERTIFICATION PURSUANT TO RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

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Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        The certification set forth below is being submitted in connection with the accompanying Annual Report of Saratoga Investment Corp. on Form 10-K (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.

        Christian L. Oberbeck, the Chief Executive Officer and President and Richard A. Petrocelli, the Chief Financial Officer, Chief Compliance Officer and Secretary of Saratoga Investment Corp., each certifies that, to the best of his knowledge:

1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Saratoga Investment Corp.

Date: May 23, 2012

    /s/ CHRISTIAN L. OBERBECK

Name: Christian L. Oberbeck
Chief Executive Officer and President

 

 

/s/ RICHARD A. PETROCELLI

Name: Richard A. Petrocelli
Chief Financial Officer, Chief Compliance Officer
and Secretary



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CERTIFICATION PURSUANT TO SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002