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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended November 30, 2016

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-33376

SARATOGA INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

Maryland

20-8700615

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

535 Madison Avenue

New York, New York

10022

(Address of principal executive office)

(Zip Code)

(212) 906-7800

(Registrant’s telephone number, including area code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 ☒ No ☐

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

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

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

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of January 10, 2017 was 5,744,147.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION		3

Item 1.	Consolidated Financial Statements		3

	Consolidated Statements of Assets and Liabilities as of November 30, 2016 (unaudited) and February 29, 2016		3

	Consolidated Statements of Operations for the three and nine months ended November 30, 2016 and November 30, 2015 (unaudited)		4

	Consolidated Schedules of Investments as of November 30, 2016 (unaudited) and February 29, 2016		5

	Consolidated Statements of Changes in Net Assets for the nine months ended November 30, 2016 and November 30, 2015 (unaudited)		7

	Consolidated Statements of Cash Flows for the nine months ended November 30, 2016 and November 30, 2015 (unaudited)		8

	Notes to Consolidated Financial Statements as of November 30, 2016 (unaudited)		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		58

Item 4.	Controls and Procedures		58

PART II.	OTHER INFORMATION		59

Item 1.	Legal Proceedings		59

Item 1A.	Risk Factors		59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		59

Item 3.	Defaults Upon Senior Securities		59

Item 4.	Mine Safety Disclosures		59

Item 5.	Other Information		59

Item 6.	Exhibits		60

Signatures			61

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Saratoga Investment Corp.

Consolidated Statements of Assets and Liabilities


	As of
	November 30, 2016			February 29, 2016
	(unaudited)
ASSETS
Investments at fair value
Non-control/Non-affiliate investments (amortized cost of $270,029,200 and $268,145,090, respectively)	$	262,303,777		$	271,168,186
Control investments (cost of $15,448,369 and $13,030,751, respectively)		15,265,995			12,827,980

Total investments at fair value (amortized cost of $285,477,569 and $281,175,841, respectively)		277,569,772			283,996,166
Cash and cash equivalents		5,770,230			2,440,277
Cash and cash equivalents, reserve accounts		17,521,282			4,594,506
Interest receivable (net of reserve of $0 and $728,519, respectively)		3,984,752			3,195,919
Due from affiliate		46,078			—
Management fee receivable		170,975			170,016
Other assets		184,761			350,368
Receivable from unsettled trades		284,903			300,000

Total assets	$	305,532,753		$	295,047,252

LIABILITIES
Revolving credit facility	$	—		$	—
Deferred debt financing costs, revolving credit facility		(456,594	)		(515,906	)
SBA debentures payable		112,660,000			103,660,000
Deferred debt financing costs, SBA debentures payable		(2,622,206	)		(2,493,303	)
Notes payable		61,793,125			61,793,125
Deferred debt financing costs, notes payable		(1,553,545	)		(1,694,586	)
Dividend payable		—			875,599
Base management and incentive fees payable		5,932,447			5,593,956
Accounts payable and accrued expenses		672,791			855,873
Interest and debt fees payable		1,098,309			1,552,069
Payable for repurchases of common stock		—			20,957
Directors fees payable		51,000			31,500
Due to manager		277,696			218,093

Total liabilities	$	177,853,023		$	169,897,377

Commitments and contingencies (See Note 7)
NET ASSETS
Common stock, par value $.001, 100,000,000 common shares authorized, 5,748,247 and 5,672,227 common shares issued and outstanding, respectively	$	5,748		$	5,672
Capital in excess of par value		189,583,336			188,714,329
Distribution in excess of net investment income		(26,128,907	)		(26,217,902	)
Accumulated net realized loss from investments and derivatives		(27,872,650	)		(40,172,549	)
Accumulated net unrealized appreciation (depreciation) on investments and derivatives		(7,907,797	)		2,820,325

Total net assets		127,679,730			125,149,875

Total liabilities and net assets	$	305,532,753		$	295,047,252

NET ASSET VALUE PER SHARE	$	22.21		$	22.06

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Operations

(unaudited)


	For the three months ended November 30					For the nine months ended November 30
	2016			2015		2016			2015
INVESTMENT INCOME
Interest from investments
Non-control/Non-affiliate investments	$	6,787,898		$	5,435,083	$	19,969,849		$	16,961,744
Payment-in-kind interest income from Non-control/Non-affiliate investments		169,332			41,322		482,687			995,465
Control investments		498,599			750,605		1,587,925			2,020,301

Total interest income		7,455,829			6,227,010		22,040,461			19,977,510
Interest from cash and cash equivalents		6,239			1,307		16,426			2,774
Management fee income		375,218			369,388		1,123,559			1,121,286
Other income		605,009			338,219		1,618,238			1,153,838

Total investment income		8,442,295			6,935,924		24,798,684			22,255,408

EXPENSES
Interest and debt financing expenses		2,369,108			2,129,105		7,106,869			6,240,946
Base management fees		1,219,916			1,091,405		3,649,867			3,366,739
Professional fees		330,197			347,639		991,723			1,030,616
Administrator expenses		341,667			325,000		991,667			850,000
Incentive management fees		394,509			404,218		2,331,241			2,160,772
Insurance		68,985			85,262		210,301			259,895
Directors fees and expenses		66,000			51,000		192,422			153,000
General & administrative		224,579			351,875		741,743			738,244
Excise tax expense (credit)		—			—		—			(123,338	)
Other expense		8,460			—		21,647			—

Total expenses		5,023,421			4,785,504		16,237,480			14,676,874

NET INVESTMENT INCOME		3,418,874			2,150,420		8,561,204			7,578,534

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain from investments		260,244			447,813		12,299,899			4,231,006
Net unrealized appreciation (depreciation) on investments		(2,105,342	)		823,093		(10,728,122	)		239,354

Net gain (loss) on investments		(1,845,098	)		1,270,906		1,571,777			4,470,360

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,573,776		$	3,421,326	$	10,132,981		$	12,048,894

WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE	$	0.27		$	0.61	$	1.77		$	2.18
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED		5,727,933			5,632,011		5,735,443			5,533,094

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Schedule of Investments

November 30, 2016

(unaudited)


Company	Industry	Investment Interest Rate / Maturity	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Non-control/Non-affiliated investments - 205.4% (b)
CAMP International Systems (d)	Aerospace and Defense	Second Lien Term Loan (L+7.25%), 8.25% Cash, 8/18/2024	$	1,000,000	$	995,171	$	1,020,000		0.8	%

		Total Aerospace and Defense				995,171		1,020,000		0.8	%

Polar Holding Company, Ltd. (a), (d), (i)	Building Products	First Lien Term Loan (L+9.00%), 10.00% Cash, 9/30/2016	$	2,000,000		2,000,000		2,000,000		1.6	%

		Total Building Products				2,000,000		2,000,000		1.6	%

Apex Holdings Software Technologies, LLC	Business Services	First Lien Term Loan (L+8.00%), 9.00% Cash, 9/21/2021	$	18,000,000		17,848,031		17,842,500		14.0	%
Avionte Holdings, LLC (g)	Business Services	Common Stock		100,000		100,000		251,000		0.2	%
Avionte Holdings, LLC	Business Services	First Lien Term Loan (L+8.25%), 9.75% Cash, 1/8/2019	$	2,279,278		2,257,229		2,279,278		1.8	%
Avionte Holdings, LLC (j), (k)	Business Services	Delayed Draw Term Loan A (L+8.25%), 9.75% Cash, 1/8/2019	$	—		—		—		0.0	%
BMC Software, Inc. (d)	Business Services	First Lien Term Loan (L+4.00%), 5.00% Cash, 9/10/2020	$	5,626,667		5,594,987		5,493,315		4.3	%
Courion Corporation	Business Services	Second Lien Term Loan (L+10.00%), 11.00% Cash, 6/1/2021	$	15,000,000		14,872,231		13,932,000		10.9	%
Dispensing Dynamics International (d)	Business Services	Senior Secured Note 12.50% Cash, 1/1/2018	$	12,000,000		12,015,235		11,640,000		9.1	%
Easy Ice, LLC (d)	Business Services	First Lien Term Loan (L+8.75%), 9.50% Cash, 1/15/2020	$	16,000,000		15,876,901		16,080,000		12.6	%
Emily Street Enterprises, L.L.C.	Business Services	Senior Secured Note (L+8.50%), 10.00% Cash, 1/23/2020	$	3,300,000		3,277,195		3,318,810		2.6	%
Emily Street Enterprises, L.L.C. (g)	Business Services	Warrant Membership Interests, Expires 12/28/2022		49,318		400,000		476,541		0.3	%
Erwin, Inc.	Business Services	Second Lien Term Loan (L+11.50%), 13.50% (11.50% Cash/1.00% PIK), 8/28/2021	$	13,077,419		12,957,650		13,077,419		10.2	%
GreyHeller LLC	Business Services	First Lien Term Loan (L+11.00%), 12.00% Cash, 11/16/2021	$	7,000,000		6,930,320		6,930,000		5.4	%
GreyHeller LLC (j), (k)	Business Services	Delayed Draw Term Loan B (L+11.00%), 12.00% Cash, 11/16/2021	$	—		—		—		0.0	%
GreyHeller LLC (g)	Business Services	Common Stock		850,000		850,000		850,000		0.7	%
Help/Systems Holdings, Inc.(Help/Systems, LLC)	Business Services	First Lien Term Loan (L+5.25%), 6.25% Cash, 10/8/2021	$	4,962,500		4,878,301		4,921,311		3.9	%
Help/Systems Holdings, Inc.(Help/Systems, LLC)	Business Services	Second Lien Term Loan (L+9.50%), 10.50% Cash, 10/8/2022	$	3,000,000		2,919,579		2,820,000		2.2	%
Identity Automation Systems	Business Services	Convertible Promissory Note 13.50% (6.75% Cash/6.75% PIK), 8/18/2018		611,517		611,521		611,521		0.5	%
Identity Automation Systems (g)	Business Services	Common Stock Class A Units		232,616		232,616		549,258		0.4	%
Identity Automation Systems	Business Services	First Lien Term Loan (L+9.25%), 12.00% (9.25% Cash/1.75% PIK) 12/18/2020	$	10,248,887		10,172,877		10,248,887		8.0	%
Knowland Technology Holdings, L.L.C.	Business Services	First Lien Term Loan (L+8.75%), 9.75% Cash, 11/29/2017	$	17,777,730		17,664,387		17,777,730		13.9	%
Microsystems Company	Business Services	Second Lien Term Loan (L+10.00%), 11.00% Cash, 7/1/2022	$	8,000,000		7,924,524		7,920,000		6.2	%
Vector Controls Holding Co., LLC (d)	Business Services	First Lien Term Loan, 14.00% (12.00% Cash/2.00% PIK), 3/6/2018	$	8,877,910		8,826,316		8,877,910		7.0	%
Vector Controls Holding Co., LLC (d), (g)	Business Services	Warrants to Purchase Limited Liability Company Interests, Expires 5/31/2025		343		—		352,260		0.3	%

		Total Business Services				146,209,900		146,249,740		114.5	%

Targus Holdings, Inc. (d), (g)	Consumer Products	Common Stock		210,456		1,791,242		—		0.0	%
Targus Holdings, Inc. (d)	Consumer Products	Second Lien Term Loan A-2 15.00% PIK, 12/31/2019	$	228,909		228,909		228,909		0.2	%
Targus Holdings, Inc. (d)	Consumer Products	Second Lien Term Loan B 15.00% PIK, 12/31/2019	$	686,726		686,726		558,171		0.4	%

		Total Consumer Products				2,706,877		787,080		0.6	%

My Alarm Center, LLC	Consumer Services	Second Lien Term Loan (L+11.00%), 12.00% Cash, 7/9/2019	$	9,375,000		9,357,973		9,345,938		7.3	%
PrePaid Legal Services, Inc. (d)	Consumer Services	First Lien Term Loan (L+5.25%), 6.50% Cash, 7/1/2019	$	1,488,754		1,483,515		1,487,266		1.1	%
PrePaid Legal Services, Inc. (d)	Consumer Services	Second Lien Term Loan (L+9.25%), 10.25% Cash, 7/1/2020	$	10,000,000		9,968,634		9,904,000		7.8	%

		Total Consumer Services				20,810,122		20,737,204		16.2	%

M/C Acquisition Corp., L.L.C. (d), (g)	Education	Class A Common Stock		544,761		30,241		—		0.0	%
M/C Acquisition Corp., L.L.C. (d)	Education	First Lien Term Loan 1.00% Cash, 3/31/2018	$	2,321,073		1,193,790		8,087		0.0	%
Teachers of Tomorrow, LLC (g), (h)	Education	Common Stock		750		750,000		910,545		0.8	%
Teachers of Tomorrow, LLC	Education	Second Lien Term Loan (L+9.75%), 10.75% Cash, 6/2/2021	$	10,000,000		9,914,485		10,000,000		7.8	%

		Total Education				11,888,516		10,918,632		8.6	%

TM Restaurant Group L.L.C.	Food and Beverage	First Lien Term Loan (L+8.50%), 9.75% Cash, 7/16/2017	$	9,358,694		9,313,879		8,422,825		6.6	%

		Total Food and Beverage				9,313,879		8,422,825		6.6	%

Censis Technologies, Inc.	Healthcare Services	First Lien Term Loan B (L+10.00%), 11.00% Cash, 7/24/2019	$	11,250,000		11,114,850		10,871,661		8.4	%
Censis Technologies, Inc. (g), (h)	Healthcare Services	Limited Partner Interests		999		999,000		725,936		0.6	%
Roscoe Medical, Inc. (d), (g)	Healthcare Services	Common Stock		5,081		508,077		678,931		0.5	%
Roscoe Medical, Inc.	Healthcare Services	Second Lien Term Loan 11.25% Cash, 9/26/2019	$	4,200,000		4,151,963		4,154,220		3.3	%
Ohio Medical, LLC (g)	Healthcare Services	Common Stock		5,000		500,000		329,096		0.3	%
Ohio Medical, LLC	Healthcare Services	Senior Subordinated Note 12.00%, 7/15/2021	$	7,300,000		7,235,173		7,234,300		5.7	%
Zest Holdings, LLC (d)	Healthcare Services	First Lien Term Loan (L+4.75%), 5.75% Cash, 8/16/2020	$	4,136,911		4,081,904		4,134,015		3.2	%

		Total Healthcare Services				28,590,967		28,128,159		22.0	%

HMN Holdco, LLC	Media	First Lien Term Loan 10.00% Cash, 5/16/2019	$	8,581,357		8,485,902		8,581,357		6.7	%
HMN Holdco, LLC	Media	Delayed Draw First Lien Term Loan 10.00% Cash, 5/16/2019	$	4,800,000		4,748,026		4,800,000		3.7	%
HMN Holdco, LLC (g)	Media	Class A Series, Expires 1/16/2025		4,264		61,647		282,106		0.2	%
HMN Holdco, LLC (g)	Media	Class A Warrant, Expires 1/16/2025		30,320		438,353		1,616,966		1.3	%
HMN Holdco, LLC (g)	Media	Warrants to Purchase Limited Liability Company Interests (Common), Expires 5/16/2024		57,872		—		2,791,745		2.2	%
HMN Holdco, LLC (g)	Media	Warrants to Purchase Limited Liability Company Interests (Preferred), Expires 5/16/2024		8,139		—		449,761		0.4	%

		Total Media				13,733,928		18,521,935		14.5	%

Elyria Foundry Company, L.L.C. (d), (g)	Metals	Common Stock		35,000		9,217,564		357,350		0.3	%
Elyria Foundry Company, L.L.C. (d)	Metals	Revolver (L+8.50%), 10.00% Cash, 3/31/2017	$	8,500,000		8,500,000		8,500,000		6.6	%

		Total Metals				17,717,564		8,857,350		6.9	%

Mercury Network, LLC	Real Estate	First Lien Term Loan 10.5% Cash, 8/24/2021	$	15,791,286		15,649,233		15,871,821		12.5	%
Mercury Network, LLC (g)	Real Estate	Common Stock		413,043		413,043		789,031		0.6	%

		Total Real Estate				16,062,276		16,660,852		13.1	%

Sub Total Non-control/Non-affiliated investments						270,029,200		262,303,777		205.4	%

Control investments - 12.0% (b)
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (d), (e), (f)	Structured Finance Securities	Other/Structured Finance Securities 13.26%, 10/17/2025	$	30,000,000		10,948,369		10,986,945		8.6	%
Saratoga Investment Corp. Class F Note (a), (d), (f)	Structured Finance Securities	Other/Structured Finance Securities (L+8.50%), 9.22%, 10/20/2025	$	4,500,000		4,500,000		4,279,050		3.4	%

Sub Total Control investments						15,448,369		15,265,995		12.0	%

TOTAL INVESTMENTS - 217.4% (b)					$	285,477,569	$	277,569,772		217.4	%


			Principal		Cost		Fair Value		% of Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 18.2%
U.S. Bank Money Market (l)			$	23,291,512	$	23,291,512	$	23,291,512		18.2	%

Total cash and cash equivalents and cash and cash equivalents, reserve accounts			$	23,291,512	$	23,291,512	$	23,291,512		18.2	%

(a)	Represents a non-qualifying investment as defined under Section 55 (a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 6.2% of the Company’s portfolio at fair value. As a BDC, the Company can only invest 30% of its portfolio in non-qualifying assets.

(b)	Percentages are based on net assets of $127,679,730 as of November 30, 2016.

(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)

This investment does not have a stated interest rate that is payable thereon. As a result, the 13.26% interest rate in the table above represents the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated by the investment.

(f)	As defined in the 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:


					Sales (Cost)		Interest Income		Management Fee Income		Net Realized Gains (Losses)		Net Unrealized
Company	Purchases		Redemptions		Sales (Cost)		Interest Income		Management Fee Income		Net Realized Gains (Losses)		Appreciation (Depreciation)
Saratoga Investment Corp. CLO 2013-1, Ltd.	$	—	$	—	$	—	$	1,569,492	$	1,123,559	$	—	$	241,347
Saratoga Investment Corp. Class F Note	$	4,500,000	$	—	$	—	$	18,433	$	—	$	—	$	(220,950	)

(g)	Non-income producing at November 30, 2016.

(h)	Includes securities issued by an affiliate of the Company.

(i)	Non-U.S. company. The principal place of business for Polar Holding Company, Ltd. is Canada.

(j)	The investment has an unfunded commitment as of November 30, 2016 (see Note 7 to the consolidated financial statements).

(k)	The entire commitment was unfunded at November 30, 2016. As such, no interest is being earned on this investment.

(l)	Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s Consolidated Statements of Assets and Liabilities as of November 30, 2016.

Saratoga Investment Corp.

Consolidated Schedule of Investments

February 29, 2016


Company	Industry	Investment Interest Rate / Maturity	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Non-control/Non-affiliated investments - 216.6% (b)
National Truck Protection Co., Inc. (d), (g)	Automotive Aftermarket	Common Stock		1,116	$	1,000,000	$	1,695,303		1.4	%
National Truck Protection Co., Inc. (d)	Automotive Aftermarket	First Lien Term Loan 15.50% Cash, 9/13/2018	$	6,776,770		6,776,770		6,776,770		5.4	%
Take 5 Oil Change, L.L.C. (d), (g)	Automotive Aftermarket	Common Stock		7,128		480,535		6,235,209		5.0	%

		Total Automotive Aftermarket				8,257,305		14,707,282		11.8	%

Legacy Cabinets Holdings (d), (g)	Building Products	Common Stock Voting A-1		2,535		220,900		2,676,909		2.1	%
Legacy Cabinets Holdings (d), (g)	Building Products	Common Stock Voting B-1		1,600		139,424		1,689,568		1.3	%
Polar Holding Company, Ltd. (a), (d), (i)	Building Products	First Lien Term Loan (L+9.00%), 10.00% Cash, 9/30/2016	$	2,000,000		2,000,000		2,000,000		1.6	%

		Total Building Products				2,360,324		6,366,477		5.0	%

Avionte Holdings, LLC (g)	Business Services	Common Stock		100,000		100,000		169,850		0.1	%
Avionte Holdings, LLC	Business Services	First Lien Term Loan (L+8.25%), 9.75% Cash, 1/8/2019	$	2,406,342		2,376,045		2,382,844		1.9	%
Avionte Holdings, LLC (j), (k)	Business Services	Delayed Draw Term Loan A (L+8.25%), 9.75% Cash, 1/8/2019	$	—		—		—		0.0	%
BMC Software, Inc. (d)	Business Services	Syndicated Loan (L+4.00%), 5.00% Cash, 9/10/2020	$	5,671,667		5,633,920		4,520,318		3.6	%
Courion Corporation	Business Services	Second Lien Term Loan (L+10.00%), 11.00% Cash, 6/1/2021	$	15,000,000		14,856,720		14,850,000		11.9	%
Dispensing Dynamics International (d)	Business Services	Senior Secured Note 12.50% Cash, 1/1/2018	$	12,000,000		12,025,101		10,950,000		8.8	%
Easy Ice, LLC (d)	Business Services	First Lien Term Loan (L+8.75%), 9.50% Cash, 1/15/2020	$	14,000,000		13,873,485		13,806,098		11.0	%
Emily Street Enterprises, L.L.C.	Business Services	Senior Secured Note (L+8.50%), 10.00% Cash, 1/23/2020	$	8,400,000		8,305,033		8,568,000		6.8	%
Emily Street Enterprises, L.L.C. (g)	Business Services	Warrant Membership Interests, Expires 12/28/2022		49,318		400,000		577,020		0.5	%
Erwin, Inc.	Business Services	Second Lien Term Loan (L+11.50%), 13.50% (12.50% Cash/1.00% PIK), 8/28/2021	$	13,000,000		12,870,023		12,870,000		10.3	%
Finalsite Holdings, Inc.	Business Services	Second Lien Term Loan (L+9.00%), 10.25% Cash, 5/21/2020	$	7,500,000		7,440,729		7,500,000		6.0	%
Help/Systems Holdings, Inc.(Help/Systems, LLC)	Business Services	First Lien Term Loan (L+5.25%), 6.25% Cash, 10/8/2021	$	5,000,000		4,904,573		4,895,000		3.9	%
Help/Systems Holdings, Inc.(Help/Systems, LLC)	Business Services	Second Lien Term Loan (L+9.50%), 10.50% Cash, 10/8/2022	$	3,000,000		2,912,784		2,910,000		2.3	%
Identity Automation Systems (g)	Business Services	Common Stock Class A Units		232,616		232,616		427,409		0.3	%
Identity Automation Systems	Business Services	First Lien Term Loan (L+9.25%), 10.25% Cash, 12/18/2020	$	6,900,000		6,842,573		6,900,000		5.5	%
Identity Automation Systems (j), (k)	Business Services	Delayed Draw Term Loan 10.25% Cash, 12/18/2020	$	—		—		—		0.0	%
Knowland Technology Holdings, L.L.C.	Business Services	First Lien Term Loan 8.00% Cash, 11/29/2017	$	5,259,171		5,224,422		5,259,171		4.2	%
Vector Controls Holding Co., LLC (d)	Business Services	First Lien Term Loan, 14.00% (12.00% Cash/2.00% PIK), 3/6/2018	$	9,035,515		8,952,442		9,035,515		7.2	%
Vector Controls Holding Co., LLC (d), (g)	Business Services	Warrants to Purchase Limited Liability Company Interests, Expires 5/31/2025		343		—		354,819		0.3	%

		Total Business Services				106,950,466		105,976,044		84.6	%

Advanced Air & Heat of Florida, LLC	Consumer Products	First Lien Term Loan 9.50% Cash, 7/17/2020	$	6,800,000		6,733,661		6,800,000		5.4	%
Targus Holdings, Inc. (d), (g)	Consumer Products	Common Stock		210,456		1,791,242		—		0.0	%
Targus Holdings, Inc. (d)	Consumer Products	Second Lien Term Loan A-2 15.00% PIK, 12/31/2019	$	210,456		210,456		210,456		0.2	%
Targus Holdings, Inc. (d)	Consumer Products	Second Lien Term Loan B 15.00% PIK, 12/31/2019	$	631,369		631,369		631,369		0.5	%

		Total Consumer Products				9,366,728		7,641,825		6.1	%

Expedited Travel L.L.C. (g)	Consumer Services	Common Stock		1,000,000		1,000,000		1,647,767		1.3	%
Expedited Travel L.L.C.	Consumer Services	First Lien Term Loan 10.00% Cash, 10/10/2019	$	11,475,490		11,401,380		11,647,623		9.3	%
My Alarm Center, LLC	Consumer Services	Second Lien Term Loan (L+11.00%), 12.00% Cash, 7/9/2019	$	7,500,000		7,500,000		7,450,500		6.0	%
PrePaid Legal Services, Inc. (d)	Consumer Services	First Lien Term Loan (L+5.25%), 6.50% Cash, 7/1/2019	$	1,572,921		1,562,787		1,556,248		1.2	%
PrePaid Legal Services, Inc. (d)	Consumer Services	Second Lien Term Loan (L+9.00%), 10.25% Cash, 7/1/2020	$	10,000,000		9,962,104		9,827,000		7.9	%
Prime Security Services, LLC	Consumer Services	Second Lien Term Loan (L+8.75%), 9.75% Cash, 7/1/2022	$	12,000,000		11,829,030		10,980,000		8.8	%

		Total Consumer Services				43,255,301		43,109,138		34.5	%

M/C Acquisition Corp., L.L.C. (d), (g)	Education	Class A Common Stock		544,761		30,241		—		0.0	%
M/C Acquisition Corp., L.L.C. (d)	Education	First Lien Term Loan 1.00% Cash, 3/31/2016	$	2,321,073		1,193,790		8,087		0.0	%
Teachers of Tomorrow, LLC (g), (h)	Education	Common Stock		750		750,000		785,475		0.6	%
Teachers of Tomorrow, LLC	Education	Second Lien Term Loan (L+9.75%), 10.75% Cash, 6/2/2021	$	10,000,000		9,902,816		9,900,000		7.9	%

		Total Education				11,876,847		10,693,562		8.5	%

TM Restaurant Group L.L.C.	Food and Beverage	First Lien Term Loan (L+8.50%), 9.75% Cash, 7/16/2017	$	9,622,319		9,527,041		9,131,048		7.3	%

		Total Food and Beverage				9,527,041		9,131,048		7.3	%

Bristol Hospice, LLC	Healthcare Services	Senior Secured Note 11.00% (10.00% Cash/1.00% PIK), 11/29/2018	$	5,404,747		5,339,820		5,404,747		4.3	%
Censis Technologies, Inc.	Healthcare Services	First Lien Term Loan B (L+10.00%), 11.00% Cash, 7/24/2019	$	11,550,000		11,377,810		11,459,418		9.2	%
Censis Technologies, Inc. (g), (h)	Healthcare Services	Limited Partner Interests		999		999,000		810,642		0.7	%
Roscoe Medical, Inc. (d), (g)	Healthcare Services	Common Stock		5,000		500,000		334,000		0.3	%
Roscoe Medical, Inc.	Healthcare Services	Second Lien Term Loan 11.25% Cash, 9/26/2019	$	4,200,000		4,141,519		3,822,000		3.0	%
Ohio Medical, LLC (g)	Healthcare Services	Common Stock		5,000		500,000		500,000		0.4	%
Ohio Medical, LLC	Healthcare Services	Senior Subordinated Note 12.00%, 7/15/2021	$	7,300,000		7,228,452		7,227,000		5.8	%
Smile Brands Group Inc. (d)	Healthcare Services	Syndicated Loan (L+7.75%), 10.50% (9.00% Cash/1.50% PIK), 8/16/2019	$	4,420,900		4,362,266		3,216,647		2.6	%
Zest Holdings, LLC (d)	Healthcare Services	Syndicated Loan (L+4.25%), 5.25% Cash, 8/16/2020	$	4,207,821		4,142,093		4,130,692		3.3	%

		Total Healthcare Services				38,590,960		36,905,146		29.6	%

HMN Holdco, LLC	Media	First Lien Term Loan 10.00% Cash, 5/16/2019	$	8,937,982		8,812,479		8,937,983		7.1	%
HMN Holdco, LLC	Media	First Lien Term Loan 10.00% Cash, 5/16/2019	$	1,600,000		1,572,821		1,600,000		1.3	%
HMN Holdco, LLC (g)	Media	Class A Series, Expires 1/16/2025		4,264		61,647		314,683		0.3	%
HMN Holdco, LLC (g)	Media	Class A Warrant, Expires 1/16/2025		30,320		438,353		1,889,542		1.5	%
HMN Holdco, LLC (g)	Media	Warrants to Purchase Limited Liability Company Interests (Common), Expires 5/16/2024		57,872		—		3,309,121		2.6	%
HMN Holdco, LLC (g)	Media	Warrants to Purchase Limited Liability Company Interests, Expires 5/16/2024		8,139		—		523,012		0.4	%

		Total Media				10,885,300		16,574,341		13.2	%

Elyria Foundry Company, L.L.C. (d), (g)	Metals	Common Stock		35,000		9,217,564		2,026,150		1.6	%
Elyria Foundry Company, L.L.C. (d)	Metals	Revolver 10.00% Cash, 3/31/2017	$	8,500,000		8,500,000		8,500,000		6.8	%

		Total Metals				17,717,564		10,526,150		8.4	%

Mercury Network, LLC	Real Estate	First Lien Term Loan (L+9.25%), 10.25% Cash, 4/24/2020	$	9,025,000		8,944,211		9,025,000		7.2	%
Mercury Network, LLC (g)	Real Estate	Common Stock		413,043		413,043		512,173		0.4	%

		Total Real Estate				9,357,254		9,537,173		7.6	%

Sub Total Non-control/Non-affiliated investments						268,145,090		271,168,186		216.6	%

Control investments - 10.3% (b)
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (d), (e), (f)	Structured Finance Securities	Other/Structured Finance Securities 16.14%, 10/17/2023	$	30,000,000		13,030,751		12,827,980		10.3	%

Sub Total Control investments						13,030,751		12,827,980		10.3	%

TOTAL INVESTMENTS - 226.9% (b)					$	281,175,841	$	283,996,166		226.9	%


			Principal		Cost		Fair Value		% of Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 5.6%
U.S. Bank Money Market (l)			$	7,034,783	$	7,034,783	$	7,034,783		5.6	%

Total cash and cash equivalents and cash and cash equivalents, reserve accounts			$	7,034,783	$	7,034,783	$	7,034,783		5.6	%

(a)	Represents a non-qualifying investment as defined under Section 55 (a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 5.2% of the Company’s portfolio at fair value. As a BDC, the Company can only invest 30% of its portfolio in non-qualifying assets.

(b)	Percentages are based on net assets of $125,149,875 as of February 29, 2016.

(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)

This investment does not have a stated interest rate that is payable thereon. As a result, the 16.14% interest rate in the table above represents the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated by the investment.

(f)	As defined in the 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:


							Interest		Management		Net Realized		Net Unrealized
Company	Purchases		Redemptions		Sales (Cost)		Income		Fee Income		Gains (Losses)		Depreciation
Saratoga Investment Corp. CLO 2013-1, Ltd.	$	—	$	—	$	—	$	2,665,648	$	1,494,779	$	—	$	(1,280,916	)

(g)	Non-income producing at February 29, 2016.

(h)	Includes securities issued by an affiliate of the Company.

(i)	Non-U.S. company. The principal place of business for Polar Holding Company, Ltd. is Canada.

(j)	The investment has an unfunded commitment as of February 29, 2016 (see Note 7 to the consolidated financial statements).

(k)	The entire commitment was unfunded at February 29, 2016. As such, no interest is being earned on this investment.

(l)	Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s Consolidated Statements of Assets and Liabilities as of February 29, 2016.

Saratoga Investment Corp.

Consolidated Statements of Changes in Net Assets

(unaudited)


	For the nine months ended November 30, 2016			For the nine months ended November 30, 2015
INCREASE FROM OPERATIONS:
Net investment income	$	8,561,204		$	7,578,534
Net realized gain from investments		12,299,899			4,231,006
Net unrealized appreciation (depreciation) on investments		(10,728,122	)		239,354

Net increase in net assets from operations		10,132,981			12,048,894

DECREASE FROM SHAREHOLDER DISTRIBUTIONS:
Distributions declared		(8,472,209	)		(10,767,093	)

Net decrease in net assets from shareholder distributions		(8,472,209	)		(10,767,093	)

CAPITAL SHARE TRANSACTIONS:
Stock dividend distribution		4,125,696			3,778,630
Repurchases of common stock		(3,256,613	)		(38,981	)
Offering costs		—			(346,826	)

Net increase in net assets from capital share transactions		869,083			3,392,823

Total increase in net assets		2,529,855			4,674,624
Net assets at beginning of period		125,149,875			122,598,742

Net assets at end of period	$	127,679,730		$	127,273,366

Net asset value per common share	$	22.21		$	22.59

Common shares outstanding at end of period		5,748,247			5,634,115

Distribution in excess of net investment income	$	(26,128,907	)	$	(27,094,304	)

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Cash Flows

(unaudited)


	For the nine months ended November 30, 2016			For the nine months ended November 30, 2015
Operating activities
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	10,132,981		$	12,048,894
ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Payment-in-kind interest income		(433,609	)		(900,398	)
Net accretion of discount on investments		(408,557	)		(377,279	)
Amortization of deferred debt financing costs		775,707			669,831
Net realized gain from investments		(12,299,899	)		(4,231,006	)
Net unrealized (appreciation) depreciation on investments		10,728,122			(239,354	)
Proceeds from sales and repayments of investments		94,691,232			62,676,779
Purchase of investments		(85,850,895	)		(57,428,806	)
(Increase) decrease in operating assets:
Interest receivable		(788,833	)		(504,339	)
Due from affiliate		(46,078	)		—
Management fee receivable		(959	)		1,657
Other assets		106,195			(163,557	)
Receivable from unsettled trades		15,097			—
Increase (decrease) in operating liabilities:
Base management and incentive fees payable		338,491			(178,074	)
Accounts payable and accrued expenses		(183,082	)		(176,414	)
Interest and debt fees payable		(453,760	)		(555,104	)
Payable for repurchases of common stock		(20,957	)		—
Directors fees payable		19,500			(10,500	)
Due to manager		59,603			(3,958	)

NET CASH PROVIDED BY OPERATING ACTIVITIES		16,380,299			10,628,372

Financing activities
Borrowings on debt		9,000,000			10,600,000
Paydowns on debt		—			(20,200,000	)
Issuance of notes		—			13,074,525
Payments of deferred debt financing costs		(644,845	)		(458,753	)
Repurchases of common stock		(3,256,613	)		(38,981	)
Payments of cash dividends		(5,222,112	)		(6,503,846	)

NET CASH USED IN FINANCING ACTIVITIES		(123,570	)		(3,527,055	)

NET INCREASE IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS		16,256,729			7,101,317
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD		7,034,783			20,063,372

CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD	$	23,291,512		$	27,164,689

Supplemental information:
Interest paid during the period	$	6,784,922		$	6,126,220

Supplemental non-cash information:
Payment-in-kind interest income	$	433,609		$	900,398
Net accretion of discount on investments	$	408,557		$	377,279
Amortization of deferred debt financing costs	$	775,707		$	669,831
Stock dividend distribution	$	4,125,696		$	3,778,630

See accompanying notes to consolidated financial statements.

SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2016

(unaudited)

Note 1. Organization

Saratoga Investment Corp. (the “Company”, “we”, “our” and “us”) is a non-diversified closed-end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Company commenced operations on March 23, 2007 as GSC Investment Corp. and completed the initial public offering (“IPO”) on March 28, 2007. The Company has elected to be treated as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code (the “Code”). The Company expects to continue to qualify and to elect to be treated, for tax purposes, as a RIC. The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation from its investments.

GSC Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. As of February 28, 2007, the LLC had not yet commenced its operations and investment activities.

On March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company as the surviving entity, in accordance with the procedure for such merger in the LLC’s limited liability company agreement and Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share of common stock of the Company.

On July 30, 2010, the Company changed its name from “GSC Investment Corp.” to “Saratoga Investment Corp.” in connection with the consummation of a recapitalization transaction.

The Company is externally managed and advised by the investment adviser, Saratoga Investment Advisors, LLC (the “Manager”), pursuant to a management agreement (the “Management Agreement”). Prior to July 30, 2010, the Company was managed and advised by GSCP (NJ), L.P.

The Company has established wholly-owned subsidiaries, SIA Avionte, Inc., SIA GH, Inc., SIA Mercury, Inc., SIA TT, Inc., and SIA Vector, Inc., which are structured as Delaware entities, or tax blockers, to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities). Tax blockers are consolidated for accounting purposes, but are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of portfolio companies.

On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received a Small Business Investment Company (“SBIC”) license from the Small Business Administration (“SBA”).

On April 2, 2015, the SBA issued a “green light” letter inviting the Company to continue the application process to obtain a license to form and operate its second SBIC subsidiary. On September 27, 2016, the SBA informed us that as part of their continued review of our application for a second license, and in order to ensure that they were reviewing the most current information available, we would need to update all previously submitted materials and invited us to reapply. As a result of this request, with which we are in the process of complying, the existing “green light” letter that the SBA issued to us will expire. If approved in the future, a second SBIC license would provide us an incremental source of long-term capital by permitting us to issue up to $150.0 million of additional SBA-guaranteed debentures in addition to the $150.0 million already approved under the first license.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), are stated in U.S. Dollars and include the accounts of the Company and its special purpose financing 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 subsidiaries, except as stated otherwise.

The Company and SBIC LP are both considered to be investment companies for financial reporting purposes and have applied the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services — Investment Companies” (“ASC Topic 946”). There have been no changes to the Company or SBIC LP’s status as investment companies during the nine months ended November 30, 2016.

Use of Estimates in the Preparation of Financial Statements

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which approximates fair value. Per section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another registered investment company such as a money market fund if such investment would cause the Company to exceed any of the following limitations:

•

we were to own more than 3.0% of the total outstanding voting stock of the money market fund;

•

we were to hold securities in the money market fund having an aggregate value in excess of 5.0% of the value of our total assets; or

•

we were to hold securities in money market funds and other registered investment companies and BDCs having an aggregate value in excess of 10.0% of the value of our total assets.

As of November 30, 2016, the Company did not exceed any of these limitations.

Cash and Cash Equivalents, Reserve Accounts

Cash and cash equivalents, reserve accounts include amounts held in designated bank accounts, in the form of cash and short-term liquid investments in money market funds, representing payments received on secured investments or other reserved amounts associated with our $45.0 million senior secured revolving credit facility with Madison Capital Funding LLC. The Company is required to use these amounts to pay interest expense, reduce borrowings, or pay other amounts in accordance with the terms of the senior secured revolving credit facility.

In addition, cash and cash equivalents, reserve accounts also include amounts held in designated bank accounts, in the form of cash and short-term liquid investments in money market funds, within our wholly-owned subsidiary, SBIC LP.

In November 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that the statements of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted and is to be applied on a retrospective basis. The Company has adopted the provisions of ASU 2016-18 as of November 30, 2016. The adoption of the provisions of ASU 2016-18 did not materially impact the Company’s consolidated financial position or results of operations. Prior period amounts were reclassified to conform to the current period presentation.

The following table provides a reconciliation of cash and cash equivalents and cash and cash equivalents, reserve accounts reported within the consolidated statements of assets and liabilities that sum to the total of the same such amounts shown in the consolidated statements of cash flows:


	November 30, 2016		November 30, 2015
Cash and cash equivalents	$	5,770,230	$	6,019,448
Cash and cash equivalents, reserve accounts		17,521,282		21,145,241

Total cash and cash equivalents, and cash and cash equivalents, reserve accounts	$	23,291,512	$	27,164,689

Investment Classification

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies in which we own more than 25.0% of the voting securities or maintain greater than 50.0% of the board representation. Under the 1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which we own between 5.0% and 25.0% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments.

Investment Valuation

The Company accounts for its investments at fair value in accordance with the FASB ASC Topic 820, Fair Value 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 balance sheet date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third party pricing services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our board of directors based on input from our Manager, the audit committee of our board of directors and a third party independent valuation firm. 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:

•

Each investment is initially valued by the responsible investment professionals of our Manager and preliminary valuation conclusions are documented and discussed with the senior management of our Manager; and

•

An independent valuation firm, engaged by our board of directors, reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year.

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

•

The audit committee of our board of directors reviews and approves each preliminary valuation and our Manager and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and

•

Our board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of our Manager, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.

Our investment in Saratoga Investment Corp. CLO 2013-1, 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 rates 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 flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed. 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 amortization of premiums 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, (“ASC 325-40”), 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.

Other Income

Other income includes dividends received, origination fees, structuring fees and advisory fees, and is recorded in the consolidated statements of operations when earned.

Payment-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 Debt Financing Costs

Financing costs incurred in connection with our credit facility and notes are deferred and amortized using the straight line method over the life of the respective facility and debt securities. Financing costs incurred in connection with our SBA debentures are deferred and amortized using the effective yield method over the life of the debentures.

ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction

from the carrying amount of that debt liability, consistent with debt discounts. The Company has adopted the provisions of ASU 2015-03 as of February 28, 2015, by reclassifying deferred debt financing costs from within total assets to within total liabilities as a contra-liability. Prior period amounts were reclassified to conform to the current period presentation.

Contingencies

In the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote. Therefore, the Company has not accrued any liabilities in connection with such indemnifications.

In the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain financial instruments owned by the Company.

Income Taxes

The Company has filed an election to be treated, for tax purposes, as a RIC under the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes. Therefore, no provision has been recorded for federal income taxes.

In order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each fiscal tax year. The Company will be subject to a nondeductible U.S. federal excise tax of 4.0% on undistributed income if it does not distribute at least 98.0% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31.

Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4.0% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.

In accordance with certain applicable U.S. Treasury regulations and private letter rulings issued by the Internal Revenue Service (“IRS”), a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash will receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20.0% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock.

ASC 740, Income Taxes, (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations. During the fiscal year ended February 29, 2016, the Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2013, 2014, 2015 and 2016 federal tax years for the Company remain subject to examination by the IRS. As of November 30, 2016 and February 29, 2016, there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months.

Dividends

Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors. Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain such capital gains for reinvestment.

We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividend distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare a cash

dividend, then our stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividends automatically reinvested into additional shares of our common stock, rather than receiving the cash dividends. We have the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator.

Capital Gains Incentive Fee

The Company records an expense accrual on the consolidated statements of operations, relating to the capital gains incentive fee payable on the consolidated statements of assets and liabilities, by the Company to its investment adviser when the net realized and unrealized gain on its investments exceed all net realized and unrealized capital losses on its investments given the fact that a capital gains incentive fee would be owed to the 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, net of realized and unrealized losses for the period.

New Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted. Management is currently evaluating the impact ASU 2016-15 will have on the Company’s consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Amendments to the Leases (“ASC Topic 842”), which will require for all operating leases the recognition of a right-of-use asset and a lease liability, in the statement of financial position. The lease cost will be allocated over the lease term on a straight-line basis. This guidance is effective for annual and interim periods beginning after December 15, 2018. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted for public business entities. Management is currently evaluating the impact the adoption of this standard has on the Company’s consolidated financial statements and disclosures.

In August 2014, the FASB issued new accounting guidance that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The amendments provide a definition of the term “substantial doubt” and include principles for considering the mitigating effect of management’s plans. The amendments also require an evaluation every reporting period, including interim periods for a period of one year after the date that the financial statements are issued (or available to be issued), and certain disclosures when substantial doubt is alleviated or not alleviated. The amendments in this update are effective for reporting periods ending after December 15, 2016. Management does not believe these changes will have a material impact on the Company’s consolidated financial statements and disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In May 2016, ASU 2016-12 amended ASU 2014-09 and deferred the effective period to December 15, 2017. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.

Risk Management

In the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements and volatility in investment prices.

Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount.

The Company is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in reserve accounts, at a major financial institution and credit risk related to any of its derivative counterparties.

The Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer.

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 value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

•

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•

Level 2—Valuations based on inputs other than quoted prices in active markets, which are either directly or indirectly observable.

•

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The inputs used in the determination of fair value may require significant management judgment or estimation. Such information may be the result of consensus pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by a disclaimer would result in classification as a Level 3 asset, assuming no additional corroborating evidence.

In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board of directors that is consistent with ASC 820 and the 1940 Act (see Note 2). Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.

The following table presents fair value measurements of investments, by major class, as of November 30, 2016 (dollars in thousands), according to the fair value hierarchy:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Syndicated loans	$	—	$	—	$	9,627	$	9,627
First lien term loans		—		—		160,460		160,460
Second lien term loans		—		—		80,195		80,195
Structured finance securities		—		—		15,266		15,266
Equity interests		—		—		12,022		12,022

Total	$	—	$	—	$	277,570	$	277,570

The following table presents fair value measurements of investments, by major class, as of February 29, 2016 (dollars in thousands), according to the fair value hierarchy:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Syndicated loans	$	—	$	—	$	11,868	$	11,868
First lien term loans		—		—		144,643		144,643
Second lien term loans		—		—		88,178		88,178
Structured finance securities		—		—		12,828		12,828
Equity interests		—		—		26,479		26,479

Total	$	—	$	—	$	283,996	$	283,996

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended November 30, 2016 (dollars in thousands):


	Syndicated loans			First lien term loans			Second lien term loans			Structured finance securities			Common stock/ equities			Total
Balance as of February 29, 2016	$	11,868		$	144,643		$	88,178		$	12,828		$	26,479		$	283,996
Net unrealized appreciation/(depreciation) on investments		2,221			(174	)		290			20			(13,085	)		(10,728	)
Purchases and other adjustments to cost		56			69,671			10,996			4,500			1,470			86,693
Sales and repayments		(4,571	)		(54,033	)		(19,500	)		(2,082	)		(14,505	)		(94,691	)
Net realized gain from investments		53			353			231			—			11,663			12,300

Balance as of November 30, 2016	$	9,627		$	160,460		$	80,195		$	15,266		$	12,022		$	277,570

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:
Net change in unrealized gains (losses):	$	1,075		$	204		$	(500	)	$	20		$	(1,981	)	$	(1,182	)

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 repayments represent net proceeds received from investments sold, and principal paydowns received, during the period.

Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended November 30, 2015 (dollars in thousands):


	Syndicated loans			First lien term loans			Second lien term loans			Unsecured notes			Structured finance securities			Common stock/ equities			Total
Balance as of February 28, 2015	$	18,302		$	145,207		$	35,603		$	4,230		$	17,031		$	20,165		$	240,538
Net unrealized appreciation/(depreciation) on investments		(1,442	)		(1,271	)		(67	)		656			1,030			1,333			239
Purchases and other adjustments to cost		30			30,254			27,341			669			—			413			58,707
Sales and repayments		(2,370	)		(28,657	)		(19,502	)		(5,917	)		(2,285	)		(3,946	)		(62,677	)
Net realized gain from investments		18			106			186			261			—			3,660			4,231
Restructures in		—			—			—			101			—			—			101
Restructures out		—			—			—			—			—			(101	)		(101	)

Balance as of November 30, 2015	$	14,538		$	145,639		$	43,561		$	—		$	15,776		$	21,524		$	241,038

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:
Net change in unrealized gains (losses):	$	(1,458	)	$	(1,270	)	$	(187	)	$	92		$	1,030		$	1,577		$	(216	)

Sales and repayments represent net proceeds received from investments sold, and principal paydowns received, during the period.

Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of November 30, 2016 were as follows (dollars in thousands):


	Fair Value		Valuation Technique	Unobservable Input	Range
Syndicated loans	$	9,627	Market Comparables	Third-Party Bid (%)	97.6% - 99.9%
First lien term loans		160,460	Market Comparables	Market Yield (%)	6.4% - 16.4%
				EBITDA Multiples (x)	1.0x - 6.8x
				Third-Party Bid (%)	96.0% - 99.9%
Second lien term loans		80,195	Market Comparables	Market Yield (%)	8.3% - 15.0%
				Third-Party Bid (%)	94.0% - 102.0%
Structured finance securities		15,266	Discounted Cash Flow	Discount Rate (%)	10.5% - 15.0%
Equity interests		12,022	Market Comparables	EBITDA Multiples (x)	2.9x - 11.9x

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of February 29, 2016 were as follows (dollars in thousands):


	Fair Value		Valuation Technique	Unobservable Input	Range
Syndicated loans	$	11,868	Market Comparables	Third-Party Bid (%)	72.5% - 98.2%
First lien term loans		144,643	Market Comparables	Market Yield (%)	6.8% - 15.5%
				EBITDA Multiples (x)	1.0x
				Revenue Multiples (x) Third-Party Bid (%)	91.3% - 98.9%
Second lien term loans		88,178	Market Comparables	Market Yield (%)	0.0% - 15.0%
				Third-Party Bid (%)	91.5% - 98.6%
Structured finance securities		12,828	Discounted Cash Flow	Discount Rate (%)	20.0%
Equity interests		26,479	Market Comparables	EBITDA Multiples (x) Revenue Multiples (x)	6.8x - 16.4x

For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the EBITDA or revenue valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. For investments utilizing a market quote in deriving a value, a significant increase (decrease) in the market quote, in isolation, would result in a significantly higher (lower) fair value measurement.

The composition of our investments as of November 30, 2016, at amortized cost and fair value was as follows (dollars in thousands):


	Investments at Amortized Cost		Amortized Cost Percentage of Total Portfolio			Investments at Fair Value		Fair Value Percentage of Total Portfolio
Syndicated loans	$	9,677		3.4	%	$	9,627		3.5	%
First lien term loans		162,236		56.8			160,460		57.8
Second lien term loans		81,213		28.5			80,195		28.9
Structured finance securities		15,448		5.4			15,266		5.5
Equity interests		16,904		5.9			12,022		4.3

Total	$	285,478		100.0	%	$	277,570		100.0	%

The composition of our investments as of February 29, 2016, at amortized cost and fair value was as follows (dollars in thousands):


	Investments at Amortized Cost		Amortized Cost Percentage of Total Portfolio			Investments at Fair Value		Fair Value Percentage of Total Portfolio
Syndicated loans	$	14,138		5.0	%	$	11,868		4.2	%
First lien term loans		146,246		52.0			144,643		50.9
Second lien term loans		89,486		31.9			88,178		31.1
Structured finance securities		13,031		4.6			12,828		4.5
Equity interests		18,275		6.5			26,479		9.3

Total	$	281,176		100.0	%	$	283,996		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 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. For the quarter ended November 30, 2013, in connection with the refinancing of the Saratoga CLO liabilities, we ran Intex models based on assumptions about the refinanced Saratoga CLO’s structure, including capital structure, cost of liabilities and reinvestment period. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO at November 30, 2016. The significant inputs for the valuation model include:

•

Default rates: 2.0%

•

Recovery rates: 35-70%

•

Prepayment rate: 20.0%

•

Reinvestment rate / price: L+375bps / $99.50

Note 4. Investment in Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”)

On January 22, 2008, we invested $30.0 million in all of the outstanding subordinated notes of GSC Investment Corp. CLO 2007, Ltd., a collateralized loan obligation fund managed by us that invests primarily in senior secured loans. Additionally, we entered into a collateral management agreement with GSC Investment Corp. CLO 2007, Ltd. pursuant to which we act as collateral manager to it. The Saratoga CLO was initially refinanced in October 2013 and its reinvestment period ended in October 2016. On November 15, 2016, we completed the second refinancing of the Saratoga CLO. The Saratoga CLO refinancing, among other things, extended its reinvestment period to October 2018, and extended its legal maturity date to October 2025. Following the refinancing, the Saratoga CLO portfolio remained at the same size and with a similar capital structure of approximately $300.0 million in aggregate principal amount of predominantly senior secured first lien term loans. In addition to refinancing its liabilities, we also purchased $4.5 million in aggregate principal amount of the Class F notes tranche of the Saratoga CLO at par, with a coupon of LIBOR plus 8.5%.

The Saratoga CLO remains 100% owned and managed by Saratoga Investment Corp. Following the refinancing, we receive a base management fee of 0.10% and a subordinated management fee of 0.40% of the fee basis amount at the beginning of the collection period, paid quarterly to the extent of available proceeds. We are also entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0%. For the three months ended November 30, 2016 and November 30, 2015, we accrued $0.4 million and $0.4 million in management fee income, respectively, and $0.5 million and $0.8 million in interest income, respectively, from Saratoga CLO. For the nine months ended November 30, 2016 and November 30, 2015, we accrued $1.1 million and $1.1 million in management fee income, respectively, and $1.6 million and $2.0 million in interest income, respectively, from Saratoga CLO. We did not accrue any amounts related to the incentive management fee from Saratoga CLO as the 12.0% hurdle rate has not yet been achieved.

At November 30, 2016, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $11.0 million. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. At November 30, 2016, Saratoga CLO had investments with a principal balance of $297.5 million and a weighted average spread over LIBOR of 4.31%, and had debt with a principal balance of $282.4 million with a weighted average spread over LIBOR of 2.35%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest expense it pays on its debt and other

operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. At November 30, 2016, the present value of the projected future cash flows of the subordinated notes was approximately $11.0 million, using an 15.0% discount rate. Saratoga Investment Corp. invested $32.8 million into the CLO since January 2008, and to date has since received distributions of $48.5 million and management fees of $16.1 million.

Below is certain financial information from the separate financial statements of Saratoga CLO as of November 30, 2016 (unaudited) and February 29, 2016 and for the three and nine months ended November 30, 2016 and November 30, 2015 (unaudited).

Saratoga Investment Corp. CLO 2013-1, Ltd.

Statements of Assets and Liabilities


	As of
	November 30, 2016			February 29, 2016
	(unaudited)
ASSETS
Investments
Fair Value Loans (amortized cost of $294,551,697 and $300,112,538, respectively)	$	289,961,397		$	284,652,926
Fair Value Other/Structured finance securities (amortized cost of $3,531,218 and $3,531,218, respectively)		37,455			191,863

Total investments at fair value (amortized cost of $298,082,915 and $303,643,756, respectively)		289,998,852			284,844,789
Cash and cash equivalents		16,002,200			2,349,633
Receivable from open trades		2,500			2,691,831
Interest receivable		1,734,794			1,698,562

Total assets	$	307,738,346		$	291,584,815

LIABILITIES
Interest payable	$	883,263		$	626,040
Payable from open trades		11,925,775			7,123,854
Due to affiliate		46,078			—
Accrued base management fee		65,471			85,008
Accrued subordinated management fee		105,504			85,008
Class A-1 Notes - SIC CLO 2013-1, Ltd.		170,000,000			170,000,000
Discount on Class A-1 Notes - SIC CLO 2013-1, Ltd.		—			(1,319,258	)
Class A-2 Notes - SIC CLO 2013-1, Ltd.		20,000,000			20,000,000
Discount on Class A-2 Notes - SIC CLO 2013-1, Ltd.		—			(136,750	)
Class B Notes - SIC CLO 2013-1, Ltd.		44,800,000			44,800,000
Discount on Class B Notes - SIC CLO 2013-1, Ltd.		—			(888,328	)
Class C Notes - SIC CLO 2013-1, Ltd.		16,000,000			16,000,000
Discount on Class C Notes - SIC CLO 2013-1, Ltd.		(79,605	)		(553,078	)
Class D Notes - SIC CLO 2013-1, Ltd.		14,000,000			14,000,000
Discount on Class D Notes - SIC CLO 2013-1, Ltd.		(369,566	)		(717,938	)
Class E Notes - SIC CLO 2013-1, Ltd.		13,100,000			13,100,000
Discount on Class E Notes - SIC CLO 2013-1, Ltd.		—			(1,353,521	)
Class F Notes - SIC CLO 2013-1, Ltd.		4,500,000			4,500,000
Discount on Class F Notes - SIC CLO 2013-1, Ltd.		—			(492,300	)
Deferred debt financing costs, SIC CLO 2013-1, Ltd. Notes		(973,665	)		(1,716,554	)
Subordinated Notes		30,000,000			30,000,000

Total liabilities	$	324,003,255		$	313,142,183

Commitments and contingencies
NET ASSETS
Ordinary equity, par value $1.00, 250 ordinary shares authorized, 250 and 250 issued and outstanding, respectively	$	250		$	250
Accumulated loss		(21,557,623	)		(5,803,406	)
Net gain (loss)		5,292,464			(15,754,212	)

Total net assets		(16,264,909	)		(21,557,368	)

Total liabilities and net assets	$	307,738,346		$	291,584,815

Saratoga Investment Corp. CLO 2013-1, Ltd.

Statements of Operations

(unaudited)


	For the three months ended November 30						For the nine months ended November 30
	2016			2015			2016			2015
INVESTMENT INCOME
Interest from investments	$	4,006,052		$	3,559,889		$	11,823,053		$	10,711,063
Interest from cash and cash equivalents		3,095			158			5,804			663
Other income		82,239			14,064			515,376			248,057

Total investment income		4,091,386			3,574,111			12,344,233			10,959,783

EXPENSES
Interest expense		2,457,705			2,912,974			9,347,508			8,772,617
Professional fees		39,694			66,203			79,120			178,602
Miscellaneous fee expense		25,974			9,758			48,365			20,446
Base management fee		167,592			184,694			541,763			560,643
Subordinated management fee		207,625			184,694			581,796			560,643
Trustee expenses		30,871			26,528			95,398			94,549
Amortization expense		302,635			237,966			782,561			717,892
Loss on extinguishment of debt		6,641,915			—			6,641,915			—

Total expenses		9,874,011			3,622,817			18,118,426			10,905,392

NET INVESTMENT INCOME (LOSS)		(5,782,625	)		(48,706	)		(5,774,193	)		54,391

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		130,337			217,472			351,753			349,117
Net unrealized appreciation (depreciation) on investments		926,507			(6,609,496	)		10,714,904			(10,319,542	)

Net gain (loss) on investments		1,056,844			(6,392,024	)		11,066,657			(9,970,425	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,725,781	)	$	(6,440,730	)	$	5,292,464		$	(9,916,034	)

Saratoga Investment Corp. CLO 2013-1 Ltd.

Schedule of Investments

November 30, 2016

(unaudited)


Issuer Name	Industry	Asset Name	Asset Type	Spread			LIBOR Floor			PIK			Current Rate (All In)			Maturity Date		Principal / Number of Shares		Cost		Fair Value
Education Management II, LLC	Leisure Goods/Activities/Movies	A-1 Preferred Shares	Equity		0.00	%		0.00	%		0.00	%		0.00	%				6,692	$	669,214	$	13,384
Education Management II, LLC	Leisure Goods/Activities/Movies	A-2 Preferred Shares	Equity		0.00	%		0.00	%		0.00	%		0.00	%				18,975		1,897,538		—
New Millennium Holdco, Inc.	Healthcare & Pharmaceuticals	Common Stock	Equity		0.00	%		0.00	%		0.00	%		0.00	%				14,813		964,466		24,071
24 Hour Holdings III, LLC	Leisure Goods/Activities/Movies	Term Loan	Loan		3.75	%		1.00	%		0.00	%		4.75	%		5/28/2021	$	488,750		485,341		473,477
ABB Con-Cise Optical Group, LLC	Healthcare & Pharmaceuticals	Term Loan B	Loan		5.00	%		1.00	%		0.00	%		6.00	%		5/28/2021	$	2,000,000		1,998,314		2,012,500
Acosta Holdco, Inc.	Media	Term Loan B1	Loan		3.25	%		1.00	%		0.00	%		4.25	%		9/26/2021	$	1,960,150		1,948,749		1,853,577
Aspen Dental Management, Inc.	Healthcare & Pharmaceuticals	Term Loan Initial	Loan		4.25	%		1.00	%		0.00	%		5.25	%		4/29/2022	$	1,488,710		1,484,608		1,497,092
Advantage Sales & Marketing, Inc.	Services: Business	Delayed Draw Term Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/25/2021	$	2,452,462		2,449,784		2,432,033
Aegis Toxicology Science Corporation	Healthcare & Pharmaceuticals	Term B Loan	Loan		4.50	%		1.00	%		0.00	%		5.50	%		2/24/2021	$	2,469,866		2,336,816		2,290,801
Agrofresh, Inc.	Food Services	Term Loan	Loan		4.75	%		1.00	%		0.00	%		5.75	%		7/30/2021	$	1,975,000		1,966,724		1,866,375
Akorn, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan		4.25	%		1.00	%		0.00	%		5.25	%		4/16/2021	$	398,056		396,882		401,042
Albertson’s LLC	Retailers (Except Food and Drugs)	Term Loan B-4	Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/25/2021	$	2,896,193		2,886,672		2,897,641
Alere Inc. (fka IM US Holdings, LLC)	Healthcare & Pharmaceuticals	Term Loan B	Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/20/2022	$	920,276		918,381		909,923
Alion Science and Technology Corporation	High Tech Industries	Term Loan B (First Lien)	Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/19/2021	$	2,962,500		2,950,476		2,899,547
Alliance Healthcare Services, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/3/2019	$	987,141		983,080		962,462
Anchor Glass T/L (11/16)	Containers/Glass Products	Term Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/22/2023	$	500,000		497,511		502,190
APCO Holdings, Inc.	Automotive	Term Loan	Loan		6.00	%		1.00	%		0.00	%		7.00	%		1/31/2022	$	1,966,351		1,916,134		1,917,192
American Beacon Advisors, Inc.	Financial Intermediaries	Term Loan (First Lien)	Loan		4.25	%		1.00	%		0.00	%		5.25	%		4/30/2022	$	241,440		240,465		240,762
Aramark Corporation	Food Products	U.S. Term F Loan	Loan		2.50	%		0.75	%		0.00	%		3.25	%		2/24/2021	$	3,126,374		3,126,374		3,149,822
Astoria Energy T/L B	Utilities	Term Loan	Loan		4.00	%		1.00	%		0.00	%		5.00	%		12/24/2021	$	1,500,000		1,493,873		1,473,750
Asurion, LLC (fka Asurion Corporation)	Insurance	Incremental Tranche B-1 Term Loan	Loan		3.75	%		1.25	%		0.00	%		5.00	%		5/24/2019	$	531,422		527,619		533,915
Asurion, LLC (fka Asurion Corporation)	Insurance	Term Loan B4 (First Lien)	Loan		4.00	%		1.00	%		0.00	%		5.00	%		8/4/2022	$	2,440,625		2,430,001		2,454,048
Auction.com, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan		5.00	%		1.00	%		0.00	%		6.00	%		5/13/2019	$	2,725,552		2,725,288		2,725,552
Avantor Performance Materials Holdings, Inc.	Chemicals/Plastics	Term Loan	Loan		5.00	%		1.00	%		0.00	%		6.00	%		6/21/2022	$	2,791,407		2,767,475		2,807,681
Bass Pro Group, LLC	Retailers (Except Food and Drugs)	Term Loan	Loan		3.25	%		0.75	%		0.00	%		4.00	%		6/5/2020	$	1,477,500		1,477,457		1,465,104
Belmond Interfin Ltd.	Lodging & Casinos	Term Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/19/2021	$	2,487,500		2,490,779		2,478,172
BJ’s Wholesale Club, Inc.	Food/Drug Retailers	New 2013 (November) Replacement Loan (First Lien)	Loan		3.50	%		1.00	%		0.00	%		4.50	%		9/26/2019	$	2,432,199		2,434,086		2,434,996
Blackboard T/L B4	High Tech Industries	Term Loan B4	Loan		5.00	%		1.00	%		0.00	%		6.00	%		6/30/2021	$	3,000,000		2,975,510		2,975,640
BMC Software	Technology	Term Loan	Loan		4.00	%		1.00	%		0.00	%		5.00	%		9/10/2020	$	1,964,646		1,919,231		1,917,495
BMC Software T/L US	Technology	Term Loan	Loan		4.00	%		1.00	%		0.00	%		5.00	%		9/10/2020	$	678,000		666,468		661,335
Brickman Group Holdings, Inc.	Brokers/Dealers/Investment Houses	Initial Term Loan (First Lien)	Loan		3.00	%		1.00	%		0.00	%		4.00	%		12/18/2020	$	1,464,943		1,454,843		1,464,254
BWAY Holding Company	Leisure Goods/Activities/Movies	Term Loan B	Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/14/2020	$	942,307		935,335		944,267
Camp International Holding Company	Aerospace and Defense	2013 Replacement Term Loan (First Lien)	Loan		3.75	%		1.00	%		0.00	%		4.75	%		5/31/2019	$	1,930,150		1,930,627		1,928,954
Candy Intermediate Holdings, Inc.	Beverage, Food & Tobacco	Term Loan	Loan		4.50	%		1.00	%		0.00	%		5.50	%		6/15/2023	$	498,750		496,429		498,750
Capital Automotive L.P.	Conglomerate	Tranche B-1 Term Loan Facility	Loan		3.00	%		1.00	%		0.00	%		4.00	%		4/10/2019	$	1,491,216		1,493,090		1,501,282
Catalent Pharma Solutions, Inc	Drugs	Initial Term B Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		5/20/2021	$	488,752		487,090		489,885
Cengage Learning Acquisitions, Inc.	Publishing	Term Loan	Loan		4.25	%		1.00	%		0.00	%		5.25	%		6/7/2023	$	1,496,250		1,495,685		1,433,033
Charter Communications Operating, LLC	Cable and Satellite Television	Term F Loan	Loan		2.25	%		0.75	%		0.00	%		3.00	%		12/31/2020	$	1,613,703		1,609,776		1,616,624
CHS/Community Health Systems, Inc.	Healthcare & Pharmaceuticals	Term G Loan	Loan		2.75	%		1.00	%		0.00	%		3.75	%		12/31/2019	$	1,014,862		992,398		959,683
CHS/Community Health Systems, Inc.	Healthcare & Pharmaceuticals	Term H Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		1/27/2021	$	1,867,318		1,822,085		1,763,458
CITGO Petroleum Corporation	Oil & Gas	Term Loan B	Loan		3.50	%		1.00	%		0.00	%		4.50	%		7/29/2021	$	1,969,899		1,950,189		1,964,974
Communications Sales & Leasing, Inc.	Telecommunications	Term Loan B (First Lien)	Loan		3.50	%		1.00	%		0.00	%		4.50	%		10/24/2022	$	1,975,000		1,964,807		1,984,381
Consolidated Aerospace Manufacturing, LLC	Aerospace and Defense	Term Loan (First Lien)	Loan		3.75	%		1.00	%		0.00	%		4.75	%		8/11/2022	$	1,437,500		1,431,231		1,322,500
Concordia Healthcare Corporation	Healthcare & Pharmaceuticals	Term Loan B	Loan		4.25	%		1.00	%		0.00	%		5.25	%		10/21/2021	$	1,985,000		1,892,204		1,660,175
CPI Acquisition Inc.	Technology	Term Loan B (First Lien)	Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/17/2022	$	1,436,782		1,418,072		1,303,879
CPI International Acquisition, Inc. (f/k/a Catalyst Holdings, Inc.)	Electronics/Electric	Term B Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/17/2017	$	2,552,242		2,551,083		2,533,100
Crosby US Acquisition Corporation	Industrial Equipment	Initial Term Loan (First Lien)	Loan		3.00	%		1.00	%		0.00	%		4.00	%		11/23/2020	$	729,375		728,747		616,322
CT Technologies Intermediate Hldgs, Inc	Healthcare & Pharmaceuticals	Term Loan	Loan		4.25	%		1.00	%		0.00	%		5.25	%		12/1/2021	$	1,473,844		1,462,088		1,414,890
Culligan International Company-T/L	Conglomerate	Term Loan	Loan		4.00	%		1.00	%		0.00	%		5.00	%		11/17/2023	$	2,005,000		2,004,975		2,006,263
Culligan International Company	Conglomerate	Dollar Loan (First Lien)	Loan		4.75	%		1.50	%		0.00	%		6.25	%		12/19/2017	$	3,757,779		3,716,494		3,738,990
Culligan International Company	Conglomerate	Dollar Loan (Second Lien)	Loan		8.00	%		1.50	%		0.00	%		9.50	%		6/19/2018	$	783,162		762,650		780,225
Cumulus Media Holdings Inc.	Broadcast Radio and Television	Term Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		12/23/2020	$	470,093		467,173		283,231
DAE Aviation (StandardAero)	Aerospace and Defense	Term Loan	Loan		4.25	%		1.00	%		0.00	%		5.25	%		7/7/2022	$	1,980,000		1,971,835		1,980,495
DCS Business Services, Inc.	Financial Intermediaries	Term B Loan	Loan		7.25	%		1.50	%		0.00	%		8.75	%		3/19/2018	$	2,109,675		2,102,627		2,109,675
Delta 2 (Lux) S.a.r.l.	Lodging & Casinos	Term Loan B-3	Loan		3.75	%		1.00	%		0.00	%		4.75	%		7/30/2021	$	1,000,000		996,370		1,005,000
Deluxe Entertainment Service Group, Inc.	Leisure Goods/Activities/Movies	Term Loan (Incremental)	Loan		6.00	%		1.00	%		0.00	%		7.00	%		2/28/2020	$	1,000,000		970,592		971,250
Deluxe Entertainment Service Group, Inc.	Leisure Goods/Activities/Movies	Term Loan (First Lien)	Loan		5.50	%		1.00	%		0.00	%		6.50	%		2/28/2020	$	1,880,622		1,881,696		1,837,518
Diebold, Inc.	High Tech Industries	Term Loan B	Loan		4.50	%		0.75	%		0.00	%		5.25	%		11/6/2023	$	400,000		396,246		403,668
DJO Finance, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/8/2020	$	493,750		492,061		472,766
DPX Holdings B.V.	Healthcare & Pharmaceuticals	Term Loan 2015 Incr Dollar	Loan		3.25	%		1.00	%		0.00	%		4.25	%		3/11/2021	$	2,932,500		2,927,036		2,936,166
Drew Marine Group, Inc.	Chemicals/Plastics	Term Loan (First Lien)	Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/19/2020	$	2,956,135		2,927,349		2,882,232
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan B Add-on	Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/4/2021	$	1,967,538		1,959,096		1,957,700
Edelman Financial Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan		5.50	%		1.00	%		0.00	%		6.50	%		12/19/2022	$	1,488,750		1,462,163		1,489,986
Education Management II, LLC	Leisure Goods/Activities/Movies	Term Loan A	Loan		4.50	%		1.00	%		0.00	%		5.50	%		7/2/2020	$	501,970		487,866		115,453
Education Management II, LLC	Leisure Goods/Activities/Movies	Term Loan B (2.00% Cash/6.50% PIK)	Loan		1.00	%		1.00	%		6.50	%		8.50	%		7/2/2020	$	938,381		916,819		35,968
Emerald Performance Materials, LLC	Chemicals/Plastics	Term Loan (First Lien)	Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/1/2021	$	480,909		479,214		482,712
Emerald Performance Materials, LLC	Chemicals/Plastics	Term Loan (Second Lien)	Loan		6.75	%		1.00	%		0.00	%		7.75	%		8/1/2022	$	500,000		498,071		497,710
Emerald 2 Limited	Chemicals/Plastics	Term Loan B1A	Loan		4.00	%		1.00	%		0.00	%		5.00	%		5/14/2021	$	1,000,000		993,485		925,000
Endo International plc	Healthcare & Pharmaceuticals	Term Loan B	Loan		3.00	%		0.75	%		0.00	%		3.75	%		9/26/2022	$	992,500		990,394		984,749
EnergySolutions, LLC	Environmental Industries	Term Loan B	Loan		5.75	%		1.00	%		0.00	%		6.75	%		5/29/2020	$	795,000		784,985		800,963
Engility Corporation	Aerospace and Defense	Term Loan B-1	Loan		4.25	%		0.70	%		0.00	%		4.95	%		8/12/2020	$	250,000		248,811		251,770
Evergreen Acqco 1 LP	Retailers (Except Food and Drugs)	New Term Loan	Loan		3.75	%		1.25	%		0.00	%		5.00	%		7/9/2019	$	957,600		956,486		886,383
EWT Holdings III Corp. (fka WTG Holdings III Corp.)	Industrial Equipment	Term Loan (First Lien)	Loan		3.75	%		1.00	%		0.00	%		4.75	%		1/15/2021	$	1,952,349		1,948,532		1,954,789
EWT Holdings III Corp.	Capital Equipment	Term Loan	Loan		4.50	%		1.00	%		0.00	%		5.50	%		1/15/2021	$	995,000		986,153		996,662
Extreme Reach, Inc.	Media	Term Loan B	Loan		6.25	%		1.00	%		0.00	%		7.25	%		2/7/2020	$	2,943,750		2,914,312		2,969,508
Federal-Mogul Corporation	Automotive	Tranche C Term Loan	Loan		3.75	%		1.00	%		0.00	%		4.75	%		4/15/2021	$	2,932,500		2,922,802		2,841,270
First Data Corporation	Financial Intermediaries	First Data T/L Ext (2021)	Loan		3.00	%		0.70	%		0.00	%		3.70	%		3/24/2021	$	1,909,673		1,821,389		1,917,140
First Eagle Investment Management	Banking, Finance, Insurance & Real Estate	Term Loan	Loan		4.00	%		0.75	%		0.00	%		4.75	%		12/1/2022	$	1,488,750		1,462,691		1,493,871
Fitness International, LLC	Leisure Goods/Activities/Movies	Term Loan B	Loan		5.00	%		1.00	%		0.00	%		6.00	%		7/1/2020	$	1,934,146		1,908,664		1,934,146
FMG Resources (August 2006) Pty LTD (FMG America Finance, Inc.)	Nonferrous Metals/Minerals	Loan	Loan		2.75	%		1.00	%		0.00	%		3.75	%		6/28/2019	$	1,207,069		1,208,510		1,207,371
Garda World Security Corporation	Services: Business	Term B Delayed Draw Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		11/6/2020	$	197,592		196,978		194,012
Garda World Security Corporation	Services: Business	Term B Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		11/6/2020	$	772,408		770,060		758,411
Gardner Denver, Inc.	High Tech Industries	Initial Dollar Term Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/30/2020	$	2,432,330		2,427,218		2,363,009
Gates Global LLC	Leisure Goods/Activities/Movies	Term Loan (First Lien)	Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/5/2021	$	482,906		478,077		480,139
General Nutrition Centers, Inc.	Retailers (Except Food and Drugs)	Amended Tranche B Term Loan	Loan		2.50	%		0.75	%		0.00	%		3.25	%		3/4/2019	$	2,123,160		2,119,206		2,025,856
Global Tel*Link Corporation	Services: Business	Term Loan (First Lien)	Loan		3.75	%		1.25	%		0.00	%		5.00	%		5/26/2020	$	2,675,183		2,668,213		2,635,884
Goodyear Tire & Rubber Company, The	Chemicals/Plastics	Loan (Second Lien)	Loan		3.00	%		0.75	%		0.00	%		3.75	%		4/30/2019	$	2,000,000		1,978,530		2,013,500
Grosvenor Capital Management Holdings, LP	Brokers/Dealers/Investment Houses	Initial Term Loan	Loan		2.75	%		1.00	%		0.00	%		3.75	%		1/4/2021	$	1,014,560		1,011,388		1,006,109
GTCR Valor Companies, Inc.	Services: Business	Term Loan B	Loan		6.00	%		1.00	%		0.00	%		7.00	%		5/17/2023	$	1,496,250		1,438,257		1,442,954
Harland Clarke Holdings Corp. (fka Clarke American Corp.)	Publishing	Tranche B-4 Term Loan	Loan		5.99	%		1.00	%		0.00	%		6.99	%		8/2/2019	$	2,452,292		2,359,268		2,439,000
Headwaters Incorporated	Building & Development	Term Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/24/2022	$	246,875		245,872		247,904
Help/Systems Holdings, Inc.	High Tech Industries	Term Loan	Loan		5.25	%		1.00	%		0.00	%		6.25	%		10/8/2021	$	1,488,750		1,435,008		1,476,349
Hemisphere Media Holdings, LLC	Media	Term Loan B	Loan		4.00	%		1.00	%		0.00	%		5.00	%		7/30/2020	$	2,500,000		2,511,306		2,493,750
Hercules Achievement Holdings, Inc.	Retailers (Except Food and Drugs)	Term Loan B	Loan		4.00	%		1.00	%		0.00	%		5.00	%		12/10/2021	$	247,481		245,345		249,585
Hoffmaster Group, Inc.	Containers/Glass Products	Term Loan	Loan		4.50	%		1.00	%		0.00	%		5.50	%		11/10/2023	$	1,000,000		1,003,750		999,380
Hostess Brand, LLC	Beverage, Food & Tobacco	Term Loan B (First Lien)	Loan		3.00	%		1.00	%		0.00	%		4.00	%		8/3/2022	$	1,490,000		1,486,283		1,497,823
Huntsman International LLC	Chemicals/Plastics	Term Loan B (First Lien)	Loan		3.00	%		0.70	%		0.00	%		3.70	%		4/19/2019	$	2,809,046		2,793,042		2,813,260
Husky Injection Molding Systems Ltd.	Services: Business	Term Loan B	Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/30/2021	$	487,465		485,699		486,490
Hyperion Refinance T/L	Banking, Finance, Insurance & Real Estate	Term Loan	Loan		4.50	%		1.00	%		0.00	%		5.50	%		4/29/2022	$	2,000,000		1,982,160		1,982,500
Imagine! Print Solutions, Inc.	Media	Term Loan B	Loan		6.00	%		1.00	%		0.00	%		7.00	%		3/30/2022	$	497,500		490,794		500,923
Infor (US), Inc. (fka Lawson Software Inc.)	Services: Business	Tranche B-5 Term Loan	Loan		2.75	%		1.00	%		0.00	%		3.75	%		6/3/2020	$	2,134,125		2,122,744		2,129,686
Insight Global	Services: Business	Term Loan	Loan		5.00	%		1.00	%		0.00	%		6.00	%		10/29/2021	$	3,459,111		3,442,956		3,473,536
Informatica Corporation	High Tech Industries	Term Loan B	Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/5/2022	$	495,000		493,929		483,556
J. Crew Group, Inc.	Retailers (Except Food and Drugs)	Term B-1 Loan Retired 03/05/2014	Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/5/2021	$	948,188		948,188		606,840
Jazz Acquisition, Inc	Aerospace and Defense	First Lien 6/14	Loan		3.50	%		1.00	%		0.00	%		4.50	%		6/19/2021	$	489,091		488,214		453,940
J.Jill Group, Inc.	Retailers (Except Food and Drugs)	Term Loan (First Lien)	Loan		5.00	%		1.00	%		0.00	%		6.00	%		5/9/2022	$	987,505		983,403		965,286
Kinetic Concepts, Inc.	Healthcare & Pharmaceuticals	Term Loan F-1	Loan		4.00	%		1.00	%		0.00	%		5.00	%		11/4/2020	$	2,434,098		2,409,562		2,390,284
Koosharem, LLC	Services: Business	Term Loan	Loan		6.50	%		1.00	%		0.00	%		7.50	%		5/15/2020	$	2,942,588		2,923,892		2,648,329
Kraton Polymers, LLC	Chemicals/Plastics	Term Loan (Initial)	Loan		5.00	%		1.00	%		0.00	%		6.00	%		1/6/2022	$	2,500,000		2,277,562		2,513,675
Lannett Company, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan		5.38	%		1.00	%		0.00	%		6.38	%		11/25/2022	$	1,925,000		1,865,075		1,872,063
Learfield Communications Initial T/L (A-L Parent)	Healthcare & Pharmaceuticals	Initial Term Loan (A-L Parent)	Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/17/2023	$	500,000		497,500		501,250
LPL Holdings	Banking, Finance, Insurance & Real Estate	Term Loan B (2022)	Loan		4.00	%		0.75	%		0.00	%		4.75	%		11/21/2022	$	1,985,000		1,967,639		1,999,054
McGraw-Hill Global Education Holdings, LLC	Publishing	Term Loan	Loan		4.00	%		1.00	%		0.00	%		5.00	%		5/4/2022	$	997,500		993,085		987,884
Mauser Holdings, Inc.	Containers/Glass Products	Term Loan	Loan		3.50	%		1.00	%		0.00	%		4.50	%		7/31/2021	$	490,000		488,278		491,838
Michaels Stores, Inc.	Retailers (Except Food and Drugs)	Term Loan B1	Loan		2.75	%		1.00	%		0.00	%		3.75	%		1/30/2023	$	1,684,412		1,678,497		1,696,000
Micro Holding Corporation	High Tech Industries	Term Loan	Loan		3.75	%		1.00	%		0.00	%		4.75	%		7/8/2021	$	985,413		981,373		988,803
Microsemi Corporation	Electronics/Electric	Term Loan B	Loan		3.00	%		0.75	%		0.00	%		3.75	%		1/17/2023	$	892,985		868,970		897,950
Midas Intermediate Holdco II, LLC	Automotive	Term Loan (Initial)	Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/18/2021	$	245,000		244,071		245,919
Milk Specialties Company	Beverage, Food & Tobacco	Term Loan	Loan		5.00	%		1.00	%		0.00	%		6.00	%		8/16/2023	$	1,000,000		990,342		1,008,750
MSC Software Corporation	Services: Business	Term Loan	Loan		4.00	%		1.00	%		0.00	%		5.00	%		5/29/2020	$	1,974,949		1,934,256		1,970,012
MWI Holdings, Inc.	Capital Equipment	Term Loan (First Lien)	Loan		5.50	%		1.00	%		0.00	%		6.50	%		6/29/2020	$	2,992,500		2,986,899		2,992,500
National Veterinary Associates, Inc	Healthcare & Pharmaceuticals	Term Loan B	Loan		3.75	%		1.00	%		0.00	%		4.75	%		8/14/2021	$	980,038		977,191		981,675
National Vision, Inc.	Retailers (Except Food and Drugs)	Term Loan (Second Lien)	Loan		5.75	%		1.00	%		0.00	%		6.75	%		3/11/2022	$	250,000		249,780		238,437
New Media Holdings II T/L (NEW)	Retailers (Except Food and Drugs)	Term Loan	Loan		6.25	%		1.00	%		0.00	%		7.25	%		6/4/2020	$	2,674,923		2,662,001		2,644,830
New Millennium Holdco, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan		6.50	%		1.00	%		0.00	%		7.50	%		12/21/2020	$	1,935,123		1,771,899		1,154,630
NorthStar Asset Management Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan		3.88	%		0.75	%		0.00	%		4.63	%		1/30/2023	$	1,990,000		1,926,727		1,988,348
Novelis, Inc.	Conglomerate	Term Loan B	Loan		3.25	%		0.75	%		0.00	%		4.00	%		6/2/2022	$	4,735,095		4,715,782		4,740,256
Novetta Solutions	Aerospace and Defense	Term Loan (200MM)	Loan		5.00	%		1.00	%		0.00	%		6.00	%		10/16/2022	$	1,985,000		1,967,682		1,890,712
Novetta Solutions	Aerospace and Defense	Term Loan (2nd Lien)	Loan		8.50	%		1.00	%		0.00	%		9.50	%		9/29/2023	$	1,000,000		990,986		930,000
NPC International, Inc.	Food Services	Term Loan (2013)	Loan		3.75	%		1.00	%		0.00	%		4.75	%		12/28/2018	$	477,298		477,298		477,598
NVA Holdings, Inc.	Services: Consumer	Term Loan B1	Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/14/2021	$	157,841		157,485		158,236
NXT Capital T/L (11/16)	Banking, Finance, Insurance & Real Estate	Term Loan	Loan		4.50	%		1.00	%		0.00	%		5.50	%		11/23/2022	$	1,000,000		995,000		1,000,000
Om Group	Banking, Finance, Insurance & Real Estate	Term Loan	Loan		6.00	%		1.00	%		0.00	%		7.00	%		10/28/2021	$	994,987		903,045		991,883
ON Semiconductor Corporation	High Tech Industries	Term Loan B	Loan		3.25	%		0.70	%		0.00	%		3.95	%		3/31/2023	$	500,000		499,320		502,500
Onex Carestream Finance LP	Healthcare & Pharmaceuticals	Term Loan (First Lien 2013)	Loan		4.00	%		1.00	%		0.00	%		5.00	%		6/7/2019	$	3,668,306		3,659,647		3,232,695
OnexYork Acquisition Co	Healthcare & Pharmaceuticals	Term Loan B	Loan		3.75	%		1.00	%		0.00	%		4.75	%		10/1/2021	$	490,000		487,264		452,637
OpenLink International, LLC	Services: Business	Term B Loan	Loan		6.50	%		1.25	%		0.00	%		7.75	%		7/29/2019	$	2,921,492		2,920,807		2,947,055
P.F. Chang’s China Bistro, Inc. (Wok Acquisition Corp.)	Food/Drug Retailers	Term Borrowing	Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/24/2019	$	1,421,386		1,417,039		1,400,065
P2 Upstream Acquisition Co. (P2 Upstream Canada BC ULC)	Services: Business	Term Loan (First Lien)	Loan		4.00	%		1.00	%		0.00	%		5.00	%		10/30/2020	$	972,500		969,216		914,150
Petsmart, Inc. (Argos Merger Sub, Inc.)	Retailers (Except Food and Drugs)	Term Loan B1	Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/11/2022	$	985,000		980,220		987,728
PGX Holdings, Inc.	Financial Intermediaries	Term Loan	Loan		4.75	%		1.00	%		0.00	%		5.75	%		9/29/2020	$	911,429		905,316		911,046
Planet Fitness Holdings LLC	Leisure Goods/Activities/Movies	Term Loan	Loan		3.50	%		0.75	%		0.00	%		4.25	%		3/31/2021	$	2,398,337		2,390,948		2,392,341
Polycom Term Loan (9/16)	Telecommunications	Term Loan	Loan		6.50	%		1.00	%		0.00	%		7.50	%		9/27/2023	$	2,000,000		1,972,500		1,966,260
PrePaid Legal Services, Inc.	Services: Business	Term Loan B	Loan		5.25	%		1.25	%		0.00	%		6.50	%		7/1/2019	$	3,392,467		3,396,014		3,389,651
Presidio, Inc.	Services: Business	Term Loan	Loan		4.25	%		1.00	%		0.00	%		5.25	%		2/2/2022	$	2,385,390		2,331,907		2,398,319
Prime Security Services (Protection One)	Services: Business	Term Loan	Loan		3.75	%		1.00	%		0.00	%		4.75	%		7/1/2021	$	1,985,025		1,977,124		1,996,876
Ranpak Holdings, Inc.	Services: Business	Term Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		10/1/2021	$	931,264		928,935		923,115
Ranpak Holdings, Inc.	Services: Business	Term Loan (Second Lien)	Loan		7.25	%		1.00	%		0.00	%		8.25	%		10/3/2022	$	500,000		498,073		470,000
Redtop Acquisitions Limited	Electronics/Electric	Initial Dollar Term Loan (First Lien)	Loan		3.50	%		1.00	%		0.00	%		4.50	%		12/3/2020	$	486,259		484,109		485,044
Regal Cinemas Corporation	Services: Consumer	Term Loan	Loan		2.75	%		0.75	%		0.00	%		3.50	%		4/1/2022	$	495,009		493,772		496,868
Research Now Group, Inc	Media	Term Loan B	Loan		4.50	%		1.00	%		0.00	%		5.50	%		3/18/2021	$	2,042,890		2,034,414		1,981,603
Rexnord LLC/RBS Global, Inc.	Industrial Equipment	Term B Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		8/21/2020	$	1,540,540		1,541,627		1,544,607
Reynolds Group Holdings Inc.	Industrial Equipment	Incremental U.S. Term Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		2/6/2023	$	1,765,548		1,765,548		1,773,458
Rovi Solutions Corporation / Rovi Guides, Inc.	Electronics/Electric	Tranche B-3 Term Loan	Loan		3.00	%		0.75	%		0.00	%		3.75	%		7/2/2021	$	1,466,250		1,461,232		1,469,549
Royal Adhesives and Sealants	Chemicals/Plastics	Term Loan (First Lien)	Loan		3.50	%		1.00	%		0.00	%		4.50	%		6/20/2022	$	493,750		491,669		496,219
Royal Adhesives and Sealants	Chemicals/Plastics	Term Loan (Second Lien)	Loan		7.50	%		1.00	%		0.00	%		8.50	%		6/19/2023	$	500,000		496,621		493,750
RPI Finance Trust	Financial Intermediaries	Term B-4 Term Loan	Loan		2.50	%		0.70	%		0.00	%		3.20	%		10/14/2022	$	2,561,167		2,561,167		2,581,758
Russell Investment Management T/L B	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan		5.75	%		1.00	%		0.00	%		6.75	%		6/1/2023	$	1,995,000		1,879,384		2,006,232
Sable International Finance Ltd	Telecommunications	Term Loan B1	Loan		4.75	%		0.75	%		0.00	%		5.50	%		12/2/2022	$	825,000		809,615		831,922
Sable International Finance Ltd	Telecommunications	Term Loan B2	Loan		4.75	%		0.75	%		0.00	%		5.50	%		12/2/2022	$	675,000		662,412		680,663
SBP Holdings LP	Industrial Equipment	Term Loan (First Lien)	Loan		4.00	%		1.00	%		0.00	%		5.00	%		3/27/2021	$	975,000		971,747		819,000
Scientific Games International, Inc.	Electronics/Electric	Term Loan B2	Loan		5.00	%		1.00	%		0.00	%		6.00	%		10/1/2021	$	982,500		973,672		990,684
SCS Holdings (Sirius Computer)	High Tech Industries	Term Loan (First Lien)	Loan		4.25	%		1.00	%		0.00	%		5.25	%		10/31/2022	$	1,977,528		1,942,888		1,987,416
Seadrill Operating LP	Oil & Gas	Term Loan B	Loan		3.00	%		1.00	%		0.00	%		4.00	%		2/21/2021	$	979,849		921,734		554,428
Shearers Foods LLC	Food Services	Term Loan (First Lien)	Loan		3.94	%		1.00	%		0.00	%		4.94	%		6/30/2021	$	980,000		978,146		980,000
Sitel Worldwide	Telecommunications	Term Loan	Loan		5.50	%		1.00	%		0.00	%		6.50	%		9/18/2021	$	1,980,000		1,963,403		1,968,239
Sonneborn, LLC	Chemicals/Plastics	Term Loan (First Lien)	Loan		3.75	%		1.00	%		0.00	%		4.75	%		12/10/2020	$	208,512		208,136		208,860
Sonneborn, LLC	Chemicals/Plastics	Initial US Term Loan	Loan		3.75	%		1.00	%		0.00	%		4.75	%		12/10/2020	$	1,181,569		1,179,439		1,183,542
Sophia, L.P.	Electronics/Electric	Term Loan (Closing Date)	Loan		3.75	%		1.00	%		0.00	%		4.75	%		9/30/2022	$	1,965,897		1,957,501		1,967,136
SourceHOV LLC	Services: Business	Term Loan B (First Lien)	Loan		6.75	%		1.00	%		0.00	%		7.75	%		10/31/2019	$	1,862,500		1,826,426		1,642,259
SRAM, LLC	Industrial Equipment	Term Loan (First Lien)	Loan		3.00	%		1.00	%		0.00	%		4.00	%		4/10/2020	$	2,772,070		2,765,804		2,723,559
Steak ‘n Shake Operations, Inc.	Food Services	Term Loan	Loan		3.75	%		1.00	%		0.00	%		4.75	%		3/19/2021	$	925,673		919,596		918,730
SuperMedia Inc. (fka Idearc Inc.)	Publishing	Loan	Loan		8.60	%		3.00	%		0.00	%		11.60	%		12/30/2016	$	200,478		200,472		77,685
Survey Sampling International	Services: Business	Term Loan B	Loan		5.00	%		1.00	%		0.00	%		6.00	%		12/16/2020	$	2,728,677		2,713,545		2,715,033
Sybil Finance BV	High Tech Industries	Term Loan B	Loan		4.00	%		1.00	%		0.00	%		5.00	%		8/3/2022	$	1,000,000		995,154		1,008,500
Syniverse Holdings, Inc.	Telecommunications	Initial Term Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		4/23/2019	$	468,977		466,744		416,386
TaxACT, Inc.	Services: Business	Term Loan B	Loan		6.00	%		1.00	%		0.00	%		7.00	%		1/3/2023	$	1,350,000		1,313,620		1,353,375
Tectum Holdings, Inc.	Transportation	Delayed Draw Term Loan (Initial)	Loan		4.75	%		1.00	%		0.00	%		5.75	%		8/24/2023	$	1,000,000		990,340		1,005,000
TGI Friday’s, Inc.	Food Services	Term Loan B	Loan		4.25	%		1.00	%		0.00	%		5.25	%		7/15/2020	$	1,651,816		1,648,636		1,629,104
Townsquare Media, Inc.	Media	Term Loan B	Loan		3.25	%		1.00	%		0.00	%		4.25	%		4/1/2022	$	932,522		928,849		932,522
TPF II Power LLC and TPF II Covert Midco LLC	Utilities	Term Loan B	Loan		4.00	%		1.00	%		0.00	%		5.00	%		10/2/2021	$	1,413,873		1,362,183		1,420,235
TransDigm, Inc.	Aerospace and Defense	Tranche C Term Loan	Loan		3.00	%		0.75	%		0.00	%		3.75	%		2/28/2020	$	4,244,222		4,249,544		4,249,952
Travel Leaders Group, LLC	Hotel, Gaming and Leisure	Term Loan B	Loan		6.00	%		1.00	%		0.00	%		7.00	%		12/7/2020	$	2,629,084		2,615,196		2,603,898
Trugreen Limited Partnership	Services: Business	Term Loan B	Loan		5.50	%		1.00	%		0.00	%		6.50	%		4/13/2023	$	498,750		491,925		502,491
Twin River Management Group, Inc.	Lodging & Casinos	Term Loan B	Loan		4.25	%		1.00	%		0.00	%		5.25	%		7/10/2020	$	864,021		865,348		868,886
Univar Inc.	Chemicals/Plastics	Term B Loan	Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/1/2022	$	2,970,000		2,957,757		2,979,296
Univision Communications Inc.	Telecommunications	Replacement First-Lien Term Loan	Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/1/2020	$	2,893,389		2,883,224		2,892,347
Valeant Pharmaceuticals International, Inc.	Drugs	Series D2 Term Loan B	Loan		4.25	%		0.75	%		0.00	%		5.00	%		2/13/2019	$	2,468,721		2,460,512		2,445,588
Verint Systems Inc.	Services: Business	Term Loan	Loan		2.75	%		0.75	%		0.00	%		3.50	%		9/6/2019	$	1,008,871		1,006,624		1,014,551
Vistra Operations (Tex Operations) Exit T/L B	Services: Business	Exit Term Loan B	Loan		4.00	%		1.00	%		0.00	%		5.00	%		8/4/2023	$	814,286		814,286		821,069
Vistra Operations (Tex Operations) Exit T/L C	Services: Business	Exit Term Loan C	Loan		4.00	%		1.00	%		0.00	%		5.00	%		8/4/2023	$	185,714		185,714		187,261
Vizient Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan		4.00	%		1.00	%		0.00	%		5.00	%		2/13/2023	$	879,853		856,015		887,552
Vouvray US Finance	Industrial Equipment	Term Loan	Loan		3.75	%		1.00	%		0.00	%		4.75	%		6/27/2021	$	488,750		487,038		489,566
Washington Inventory Service	Services: Business	U.S. Term Loan (First Lien)	Loan		4.50	%		1.25	%		0.00	%		5.75	%		12/20/2018	$	1,731,518		1,741,101		1,294,309
Western Digital Corporation	High Tech Industries	Term Loan B (USD)	Loan		3.75	%		0.75	%		0.00	%		4.50	%		5/1/2023	$	1,596,000		1,585,323		1,613,955
Windstream Services, LLC	Telecommunications	Term Loan B6	Loan		4.00	%		0.75	%		0.00	%		4.75	%		3/29/2021	$	1,000,000		990,071		1,001,000
Xerox Business Services T/L B (Conduent)	Services: Business	Term Loan	Loan		5.50	%		0.75	%		0.00	%		6.25	%		11/22/2023	$	500,000		487,536		500,000
ZEP, Inc.	Chemicals/Plastics	Term Loan B	Loan		4.00	%		1.00	%		0.00	%		5.00	%		6/27/2022	$	2,962,500		2,950,232		2,973,609
Zest Holdings 1st Lien T/L (2014 Replacement)	Healthcare & Pharmaceuticals	Term Loan	Loan		4.75	%		1.00	%		0.00	%		5.75	%		8/17/2020	$	1,000,000		995,127		1,002,500

																				$	298,082,915	$	289,998,852


																		Principal		Cost		Fair Value
Cash and cash equivalents
U.S. Bank Money Market (a)																		$	16,002,200	$	16,002,200	$	16,002,200

Total cash and cash equivalents																		$	16,002,200	$	16,002,200	$	16,002,200

(a) Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of November 30, 2016.

Saratoga Investment Corp. CLO 2013-1 Ltd.

Schedule of Investments

February 29, 2016


Issuer Name	Industry	Asset Name	Asset Type		Spread			LIBOR Floor			PIK			Current Rate (All In)			Maturity Date		Principal/ Number of Shares		Cost		Fair Value
Education Management II, LLC	Leisure Goods/Activities/Movies	A-1 Preferred Shares		Equity		0.00	%		0.00	%		0.00	%		0.00	%				6,692	$	669,214	$	1,673
Education Management II, LLC	Leisure Goods/Activities/Movies	A-2 Preferred Shares		Equity		0.00	%		0.00	%		0.00	%		0.00	%				18,975		1,897,538		95
New Millennium Holdco, Inc.	Healthcare & Pharmaceuticals	Common Stock		Equity		0.00	%		0.00	%		0.00	%		0.00	%				14,813		964,466		190,095
24 Hour Holdings III, LLC	Leisure Goods/Activities/Movies	Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		5/28/2021	$	492,500		488,586		455,154
Acosta Holdco, Inc.	Media	Term Loan B1		Loan		3.25	%		1.00	%		0.00	%		4.25	%		9/26/2021	$	1,972,936		1,959,834		1,855,389
Aspen Dental Management, Inc.	Healthcare & Pharmaceuticals	Term Loan Initial		Loan		4.50	%		1.00	%		0.00	%		5.50	%		4/29/2022	$	497,500		495,228		495,221
Advantage Sales & Marketing, Inc.	Services: Business	Delayed Draw Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/25/2021	$	2,471,231		2,468,039		2,342,826
Agrofresh, Inc.	Food Services	Term Loan		Loan		4.75	%		1.00	%		0.00	%		5.75	%		7/30/2021	$	1,990,000		1,980,704		1,935,275
Aegis Toxicology Science Corporation	Healthcare & Pharmaceuticals	Term B Loan		Loan		4.50	%		1.00	%		0.00	%		5.50	%		2/24/2021	$	985,000		985,000		797,850
Akorn, Inc.	Healthcare & Pharmaceuticals	Term Loan B		Loan		5.00	%		1.00	%		0.00	%		6.00	%		4/16/2021	$	398,056		396,681		396,066
Albertson’s LLC	Retailers (Except Food and Drugs)	Term Loan B-4		Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/25/2021	$	3,384,425		3,367,410		3,302,623
Alere Inc. (fka IM US Holdings, LLC)	Healthcare & Pharmaceuticals	Term Loan B		Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/20/2022	$	927,265		925,091		925,365
Alion Science and Technology Corporation	High Tech Industries	Term Loan B (First Lien)		Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/19/2021	$	2,985,000		2,971,074		2,824,555
Alliance Healthcare Services, Inc.	Healthcare & Pharmaceuticals	Term Loan B		Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/3/2019	$	994,856		990,161		906,981
Alliant Holdings I, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B (First Lien)		Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/12/2022	$	995,000		992,679		960,921
Alvogen Pharma US, Inc	Healthcare & Pharmaceuticals	Term Loan		Loan		5.00	%		1.00	%		0.00	%		6.00	%		4/4/2022	$	480,447		478,240		456,425
American Beacon Advisors, Inc.	Financial Intermediaries	Term Loan (First Lien)		Loan		4.50	%		1.00	%		0.00	%		5.50	%		4/30/2022	$	248,749		247,612		244,190
Aramark Corporation	Food Products	LC-2 Facility		Loan		3.50	%		0.62	%		0.00	%		4.12	%		7/26/2016	$	9,447		9,445		9,305
Aramark Corporation	Food Products	LC-3 Facility		Loan		3.50	%		0.62	%		0.00	%		4.12	%		7/26/2016	$	5,244		5,244		5,166
Aramark Corporation	Food Products	U.S. Term F Loan		Loan		2.50	%		0.75	%		0.00	%		3.25	%		2/24/2021	$	3,150,423		3,150,423		3,126,133
Asurion, LLC (fka Asurion Corporation)	Insurance	Incremental Tranche B-1 Term Loan		Loan		3.75	%		1.25	%		0.00	%		5.00	%		5/24/2019	$	2,596,480		2,573,245		2,441,237
Asurion, LLC (fka Asurion Corporation)	Insurance	Term Loan B4 (First Lien)		Loan		4.00	%		1.00	%		0.00	%		5.00	%		8/4/2022	$	2,478,125		2,466,303		2,270,582
Auction.com, LLC	Banking, Finance, Insurance & Real Estate	Term Loan		Loan		5.00	%		1.00	%		0.00	%		6.00	%		5/13/2019	$	2,522,992		2,522,722		2,491,455
Avantor Performance Materials Holdings, Inc.	Chemicals/Plastics	Term Loan		Loan		4.00	%		1.25	%		0.00	%		5.25	%		6/24/2017	$	2,156,953		2,153,896		2,135,384
Bass Pro Group, LLC	Retailers (Except Food and Drugs)	Term Loan		Loan		3.25	%		0.75	%		0.00	%		4.00	%		6/5/2020	$	1,488,750		1,485,895		1,397,564
Belmond Interfin Ltd.	Lodging & Casinos	Term Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/19/2021	$	491,249		489,361		477,127
Berry Plastics Corporation	Chemicals/Plastics	Term E Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		1/6/2021	$	1,314,499		1,305,069		1,291,903
BJ’s Wholesale Club, Inc.	Food/Drug Retailers	New 2013 (November) Replacement Loan (First Lien)		Loan		3.50	%		1.00	%		0.00	%		4.50	%		9/26/2019	$	1,476,196		1,475,409		1,401,161
Blue Coat Systems	Technology	Term Loan B		Loan		3.50	%		1.00	%		0.00	%		4.50	%		5/20/2022	$	997,500		995,159		945,131
BMC Software	Technology	Term Loan		Loan		4.00	%		1.00	%		0.00	%		5.00	%		9/10/2020	$	1,979,798		1,926,080		1,571,821
Brickman Group Holdings, Inc.	Brokers/Dealers/Investment Houses	Initial Term Loan (First Lien)		Loan		3.00	%		1.00	%		0.00	%		4.00	%		12/18/2020	$	1,476,212		1,464,327		1,426,390
Brock Holdings III, Inc.	Industrial Equipment	Term Loan (First Lien)		Loan		4.50	%		1.50	%		0.00	%		6.00	%		3/16/2017	$	1,917,168		1,924,101		1,802,138
Burlington Coat Factory Warehouse Corporation	Retailers (Except Food and Drugs)	Term B-2 Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		8/13/2021	$	1,861,667		1,853,426		1,845,843
BWAY Holding Company	Leisure Goods/Activities/Movies	Term Loan B		Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/14/2020	$	985,000		976,335		930,826
Caesars Entertainment Corp.	Lodging & Casinos	Term B-7 Loan		Loan		8.75	%		1.00	%		3.50	%		13.25	%		3/1/2017	$	995,000		991,037		814,656
Camp International Holding Company	Aerospace and Defense	2013 Replacement Term Loan (First Lien)		Loan		3.75	%		1.00	%		0.00	%		4.75	%		5/31/2019	$	1,940,113		1,940,984		1,806,730
Capital Automotive L.P.	Conglomerate	Tranche B-1 Term Loan Facility		Loan		3.00	%		1.00	%		0.00	%		4.00	%		4/10/2019	$	2,051,828		2,055,060		2,044,564
Catalent Pharma Solutions, Inc	Drugs	Initial Term B Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		5/20/2021	$	492,501		490,549		487,271
Cengage Learning Acquisitions, Inc.	Publishing	Term Loan		Loan		6.00	%		1.00	%		0.00	%		7.00	%		3/31/2020	$	2,647,871		2,670,807		2,539,758
Charter Communications Operating, LLC	Cable and Satellite Television	Term F Loan		Loan		2.25	%		0.75	%		0.00	%		3.00	%		12/31/2020	$	2,628,783		2,621,343		2,566,823
CHS/Community Health Systems, Inc.	Healthcare & Pharmaceuticals	Term G Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		12/31/2019	$	1,022,569		994,876		974,212
CHS/Community Health Systems, Inc.	Healthcare & Pharmaceuticals	Term H Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		1/27/2021	$	1,881,500		1,828,566		1,785,920
Cinedigm Digital Funding I, LLC	Services: Business	Term Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		2/28/2018	$	298,828		297,362		295,840
CITGO Petroleum Corporation	Oil & Gas	Term Loan B		Loan		3.50	%		1.00	%		0.00	%		4.50	%		7/29/2021	$	1,984,975		1,962,423		1,865,876
Communications Sales & Leasing, Inc.	Telecommunications	Term Loan B (First Lien)		Loan		4.00	%		1.00	%		0.00	%		5.00	%		10/24/2022	$	1,990,000		1,978,594		1,847,596
CommScope, Inc.	Telecommunications	Term Loan B		Loan		3.00	%		0.75	%		0.00	%		3.75	%		12/29/2022	$	498,750		497,568		494,176
Consolidated Aerospace Manufacturing, LLC	Aerospace and Defense	Term Loan (First Lien)		Loan		3.75	%		1.00	%		0.00	%		4.75	%		8/11/2022	$	1,437,500		1,430,556		1,329,688
Concordia Healthcare Corp	Healthcare & Pharmaceuticals	Term Loan B		Loan		4.25	%		1.00	%		0.00	%		5.25	%		10/21/2021	$	2,000,000		1,894,483		1,920,000
CPI Acquisition Inc.	Technology	Term Loan B (First Lien)		Loan		4.50	%		1.00	%		0.00	%		5.50	%		8/17/2022	$	1,436,782		1,415,977		1,396,667
CPI International Acquisition, Inc. (f/k/a Catalyst Holdings, Inc.)	Electronics/Electric	Term B Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/17/2017	$	1,564,182		1,564,182		1,501,615
Crosby US Acquisition Corp.	Industrial Equipment	Initial Term Loan (First Lien)		Loan		3.00	%		1.00	%		0.00	%		4.00	%		11/23/2020	$	735,000		734,245		536,550
CT Technologies Intermediate Hldgs, Inc	Healthcare & Pharmaceuticals	Term Loan		Loan		4.25	%		1.00	%		0.00	%		5.25	%		12/1/2021	$	1,485,038		1,471,665		1,433,061
Culligan International Company	Conglomerate	Dollar Loan (First Lien)		Loan		4.75	%		1.50	%		0.00	%		6.25	%		12/19/2017	$	771,625		742,910		721,469
Culligan International Company	Conglomerate	Dollar Loan (Second Lien)		Loan		8.00	%		1.50	%		0.00	%		9.50	%		6/19/2018	$	783,162		754,065		734,214
Cumulus Media Holdings Inc.	Broadcast Radio and Television	Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		12/23/2020	$	470,093		466,690		304,973
DAE Aviation (StandardAero)	Aerospace and Defense	Term Loan		Loan		4.25	%		1.00	%		0.00	%		5.25	%		7/7/2022	$	1,995,000		1,985,759		1,970,063
DCS Business Services, Inc.	Financial Intermediaries	Term B Loan		Loan		7.25	%		1.50	%		0.00	%		8.75	%		3/19/2018	$	2,409,739		2,397,948		2,409,739
Dell International LLC	Technology	Term Loan B2		Loan		3.25	%		0.75	%		0.00	%		4.00	%		4/29/2020	$	2,904,989		2,892,348		2,889,854
Delta 2 (Lux) S.a.r.l.	Lodging & Casinos	Term Loan B-3		Loan		3.75	%		1.00	%		0.00	%		4.75	%		7/30/2021	$	1,000,000		995,870		925,000
Deluxe Entertainment Service Group, Inc.	Leisure Goods/Activities/Movies	Term Loan (First Lien)		Loan		5.50	%		1.00	%		0.00	%		6.50	%		2/28/2020	$	1,882,983		1,884,279		1,751,174
Diamond Resorts International	Lodging & Casinos	Term Loan		Loan		4.50	%		1.00	%		0.00	%		5.50	%		5/7/2021	$	926,971		923,222		897,614
Diamond Resorts International	Lodging & Casinos	Term Loan (Add-On)		Loan		4.50	%		1.00	%		0.00	%		5.50	%		5/7/2021	$	1,000,000		980,687		968,330
DJO Finance, LLC	Healthcare & Pharmaceuticals	Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/8/2020	$	497,500		495,435		478,222
DPX Holdings B.V.	Healthcare & Pharmaceuticals	Term Loan 2015 Incr Dollar		Loan		3.25	%		1.00	%		0.00	%		4.25	%		3/11/2021	$	2,955,000		2,948,456		2,799,863
Drew Marine Group, Inc.	Chemicals/Plastics	Term Loan (First Lien)		Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/19/2020	$	2,472,161		2,445,601		2,299,110
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan B Add-on		Loan		3.25	%		1.00	%		0.00	%		4.25	%		11/4/2021	$	2,985,000		2,970,317		2,869,331
Edelman Financial Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan		Loan		5.50	%		1.00	%		0.00	%		6.50	%		12/19/2022	$	1,500,000		1,470,617		1,459,695
Education Management II, LLC	Leisure Goods/Activities/Movies	Term Loan A		Loan		4.50	%		1.00	%		0.00	%		5.50	%		7/2/2020	$	501,970		485,313		160,630
Education Management II, LLC	Leisure Goods/Activities/Movies	Term Loan B (2.00% Cash/6.50% PIK)		Loan		1.00	%		1.00	%		6.50	%		8.50	%		7/2/2020	$	893,447		867,647		56,582
Emerald Performance Materials, LLC	Chemicals/Plastics	Term Loan (First Lien)		Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/1/2021	$	484,659		482,690		473,148
Emerald Performance Materials, LLC	Chemicals/Plastics	Term Loan (Second Lien)		Loan		6.75	%		1.00	%		0.00	%		7.75	%		8/1/2022	$	500,000		497,844		468,750
Emerald 2 Limited	Chemicals/Plastics	Term Loan B1A		Loan		4.00	%		1.00	%		0.00	%		5.00	%		5/14/2021	$	1,000,000		991,762		866,670
Endo International plc	Healthcare & Pharmaceuticals	Term Loan B		Loan		3.00	%		0.75	%		0.00	%		3.75	%		9/26/2022	$	1,000,000		997,602		987,780
EnergySolutions, LLC	Environmental Industries	Term Loan B		Loan		5.75	%		1.00	%		0.00	%		6.75	%		5/29/2020	$	937,857		923,660		731,528
Evergreen Acqco 1 LP	Retailers (Except Food and Drugs)	New Term Loan		Loan		3.75	%		1.25	%		0.00	%		5.00	%		7/9/2019	$	965,081		963,406		719,951
EWT Holdings III Corp. (fka WTG Holdings III Corp.)	Industrial Equipment	Term Loan (First Lien)		Loan		3.75	%		1.00	%		0.00	%		4.75	%		1/15/2021	$	1,967,406		1,962,950		1,908,383
Federal-Mogul Corporation	Automotive	Tranche C Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		4/15/2021	$	2,955,000		2,943,580		2,345,530
First Data Corporation	Financial Intermediaries	First Data Corp T/L (2018 New Dollar)		Loan		3.50	%		0.62	%		0.00	%		4.12	%		3/23/2018	$	2,790,451		2,748,229		2,752,780
First Data Corporation	Financial Intermediaries	First Data T/L Ext (2021)		Loan		4.00	%		0.62	%		0.00	%		4.62	%		3/24/2021	$	2,111,028		2,034,284		2,077,779
First Eagle Investment Management	Banking, Finance, Insurance & Real Estate	Term Loan		Loan		4.00	%		0.75	%		0.00	%		4.75	%		12/1/2022	$	1,500,000		1,470,946		1,412,504
Fitness International, LLC	Leisure Goods/Activities/Movies	Term Loan B		Loan		4.50	%		1.00	%		0.00	%		5.50	%		7/1/2020	$	1,976,234		1,945,935		1,850,249
FMG Resources (August 2006) Pty LTD (FMG America Finance, Inc.)	Nonferrous Metals/Minerals	Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/28/2019	$	1,962,387		1,962,515		1,504,738
Garda World Security Corporation	Services: Business	Term B Delayed Draw Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		11/6/2020	$	199,120		198,391		187,344
Garda World Security Corporation	Services: Business	Term B Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		11/6/2020	$	778,380		775,586		732,346
Gardner Denver, Inc.	High Tech Industries	Initial Dollar Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/30/2020	$	2,451,137		2,445,005		2,016,452
Gates Global LLC	Leisure Goods/Activities/Movies	Term Loan (First Lien)		Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/5/2021	$	493,750		488,813		433,883
Generac Power Systems, Inc.	Industrial Equipment	Term Loan B		Loan		2.75	%		0.75	%		0.00	%		3.50	%		5/31/2020	$	693,858		684,537		676,511
General Nutrition Centers, Inc.	Retailers (Except Food and Drugs)	Amended Tranche B Term Loan		Loan		2.50	%		0.75	%		0.00	%		3.25	%		3/4/2019	$	4,131,271		4,121,165		4,012,497
Global Tel*Link Corporation	Services: Business	Term Loan (First Lien)		Loan		3.75	%		1.25	%		0.00	%		5.00	%		5/26/2020	$	2,725,318		2,717,647		2,237,023
Goodyear Tire & Rubber Company, The	Chemicals/Plastics	Loan (Second Lien)		Loan		3.00	%		0.75	%		0.00	%		3.75	%		4/30/2019	$	2,000,000		1,974,077		2,005,000
Grosvenor Capital Management Holdings, LP	Brokers/Dealers/Investment Houses	Initial Term Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		1/4/2021	$	1,264,036		1,259,418		1,191,354
GTCR Valor Companies, Inc.	Services: Business	Term Loan (First Lien)		Loan		5.00	%		1.00	%		0.00	%		6.00	%		6/1/2021	$	1,974,982		1,941,456		1,959,340
Harland Clarke Holdings Corp. (fka Clarke American Corp.)	Publishing	Tranche B-4 Term Loan		Loan		5.00	%		1.00	%		0.00	%		6.00	%		8/2/2019	$	475,000		473,378		421,561
HCA Inc.	Healthcare & Pharmaceuticals	Tranche B-4 Term Loan		Loan		2.75	%		0.62	%		0.00	%		3.37	%		5/1/2018	$	2,119,664		2,053,127		2,116,294
Headwaters Incorporated	Building & Development	Term Loan		Loan		3.50	%		1.00	%		0.00	%		4.50	%		3/24/2022	$	248,750		247,628		248,285
Hercules Achievement Holdings, Inc.	Retailers (Except Food and Drugs)	Term Loan B		Loan		4.00	%		1.00	%		0.00	%		5.00	%		12/10/2021	$	249,370		246,940		244,929
Hertz Corporation, The	Automotive	Tranche B-1 Term Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		3/12/2018	$	2,910,000		2,933,230		2,879,998
Hoffmaster Group, Inc.	Containers/Glass Products	Term Loan		Loan		4.25	%		1.00	%		0.00	%		5.25	%		5/8/2020	$	1,970,000		1,955,325		1,915,825
Hostess Brand, LLC	Beverage, Food & Tobacco	Term Loan B (First Lien)		Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/3/2022	$	997,500		995,241		983,784
Huntsman International LLC	Chemicals/Plastics	Term Loan B (First Lien)		Loan		3.00	%		0.62	%		0.00	%		3.62	%		4/19/2019	$	3,840,541		3,814,577		3,727,245
Husky Injection Molding Systems Ltd.	Services: Business	Term Loan B		Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/30/2021	$	491,196		489,277		465,757
Infor (US), Inc. (fka Lawson Software Inc.)	Services: Business	Tranche B-5 Term Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		6/3/2020	$	2,188,296		2,174,333		2,015,049
Insight Global	Services: Business	Term Loan		Loan		5.00	%		1.00	%		0.00	%		6.00	%		10/29/2021	$	1,979,592		1,971,967		1,961,439
Informatica Corporation	High Tech Industries	Term Loan B		Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/5/2022	$	498,750		497,554		468,411
J. Crew Group, Inc.	Retailers (Except Food and Drugs)	Term B-1 Loan Retired 03/05/2014		Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/5/2021	$	955,481		955,481		639,379
Jazz Acquisition, Inc	Aerospace and Defense	First Lien 6/14		Loan		3.50	%		1.00	%		0.00	%		4.50	%		6/19/2021	$	492,727		491,745		434,832
J.Jill Group, Inc.	Retailers (Except Food and Drugs)	Term Loan (First Lien)		Loan		5.00	%		1.00	%		0.00	%		6.00	%		5/9/2022	$	995,000		990,362		925,350
Kinetic Concepts, Inc.	Healthcare & Pharmaceuticals	Dollar Term D-1 Loan		Loan		3.50	%		1.00	%		0.00	%		4.50	%		5/4/2018	$	2,452,586		2,436,004		2,392,645
Koosharem, LLC	Services: Business	Term Loan		Loan		6.50	%		1.00	%		0.00	%		7.50	%		5/15/2020	$	2,965,050		2,942,458		2,683,370
Kraton Polymers, LLC	Chemicals/Plastics	Term Loan (Initial)		Loan		5.00	%		1.00	%		0.00	%		6.00	%		1/6/2022	$	2,500,000		2,252,500		2,250,000
LPL Holdings	Banking, Finance, Insurance & Real Estate	Term Loan B (2022)		Loan		4.00	%		0.75	%		0.00	%		4.75	%		11/21/2022	$	2,000,000		1,980,543		1,900,000
Mauser Holdings, Inc.	Containers/Glass Products	Term Loan		Loan		3.50	%		1.00	%		0.00	%		4.50	%		7/31/2021	$	493,750		491,750		475,234
Michaels Stores, Inc.	Retailers (Except Food and Drugs)	Term B Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		1/28/2020	$	486,250		486,250		479,792
Michaels Stores, Inc.	Retailers (Except Food and Drugs)	Term Loan B-2		Loan		3.00	%		1.00	%		0.00	%		4.00	%		1/28/2020	$	1,212,794		1,208,220		1,201,042
Micro Holding Corp.	High Tech Industries	Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		7/8/2021	$	992,447		987,851		950,268
Microsemi Corporation	Electronics/Electric	Term Loan B		Loan		4.50	%		0.75	%		0.00	%		5.25	%		1/15/2023	$	2,183,824		2,119,162		2,180,177
Midas Intermediate Holdco II, LLC	Automotive	Term Loan (Initial)		Loan		3.50	%		1.00	%		0.00	%		4.50	%		8/18/2021	$	246,875		245,802		244,098
MPH Acquisition Holdings, LLC	Healthcare & Pharmaceuticals	Term Loan		Loan		2.75	%		1.00	%		0.00	%		3.75	%		3/31/2021	$	376,136		375,400		366,500
MSC Software Corporation	Services: Business	Term Loan		Loan		4.00	%		1.00	%		0.00	%		5.00	%		5/29/2020	$	985,000		977,601		886,500
National Veterinary Associates, Inc	Healthcare & Pharmaceuticals	Term Loan B		Loan		3.75	%		1.00	%		0.00	%		4.75	%		8/14/2021	$	987,526		984,296		959,549
National Vision, Inc.	Retailers (Except Food and Drugs)	Term Loan (Second Lien)		Loan		5.75	%		1.00	%		0.00	%		6.75	%		3/11/2022	$	250,000		249,729		218,750
Neptune Finco (CSC Holdings)	Cable and Satellite Television	Term Loan		Loan		4.00	%		1.00	%		0.00	%		5.00	%		10/7/2022	$	1,000,000		985,784		989,750
New Millennium Holdco	Healthcare & Pharmaceuticals	Term Loan		Loan		6.50	%		1.00	%		0.00	%		7.50	%		12/21/2020	$	2,007,042		1,811,375		1,822,655
Nortek, Inc.	Electronics/Electric	Term Loan B		Loan		2.75	%		0.75	%		0.00	%		3.50	%		10/30/2020	$	985,022		974,747		939,464
NorthStar Asset Management Group Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B		Loan		3.88	%		0.75	%		0.00	%		4.63	%		1/30/2023	$	2,000,000		1,930,000		1,950,000
Novelis, Inc.	Conglomerate	Term Loan B		Loan		3.25	%		0.75	%		0.00	%		4.00	%		6/2/2022	$	4,771,058		4,749,389		4,440,090
Novetta Solutions	Aerospace and Defense	Term Loan (200MM)		Loan		5.00	%		1.00	%		0.00	%		6.00	%		10/16/2022	$	2,000,000		1,980,636		1,940,000
Novetta Solutions	Aerospace and Defense	Term Loan (2nd Lien)		Loan		8.50	%		1.00	%		0.00	%		9.50	%		9/29/2023	$	1,000,000		990,269		950,000
NPC International, Inc.	Food Services	Term Loan (2013)		Loan		3.75	%		1.00	%		0.00	%		4.75	%		12/28/2018	$	481,250		481,250		472,829
NRG Energy, Inc.	Utilities	Term Loan (2013)		Loan		2.00	%		0.75	%		0.00	%		2.75	%		7/2/2018	$	3,821,925		3,808,282		3,751,449
Numericable	Broadcast Radio and Television	Term Loan B-5		Loan		3.81	%		0.75	%		0.00	%		4.56	%		7/31/2022	$	997,500		995,164		953,171
NuSil Technology LLC.	Chemicals/Plastics	Term Loan		Loan		4.00	%		1.25	%		0.00	%		5.25	%		4/7/2017	$	789,045		789,045		774,645
Onex Carestream Finance LP	Healthcare & Pharmaceuticals	Term Loan (First Lien 2013)		Loan		4.00	%		1.00	%		0.00	%		5.00	%		6/7/2019	$	3,832,558		3,821,232		3,244,912
OnexYork Acquisition Co	Healthcare & Pharmaceuticals	Term Loan B		Loan		3.75	%		1.00	%		0.00	%		4.75	%		10/1/2021	$	493,749		490,644		459,435
OpenLink International, LLC	Services: Business	Term B Loan		Loan		5.00	%		1.25	%		0.00	%		6.25	%		10/30/2017	$	2,944,496		2,943,282		2,811,994
P.F. Chang’s China Bistro, Inc. (Wok Acquisition Corp.)	Food/Drug Retailers	Term Borrowing		Loan		3.25	%		1.00	%		0.00	%		4.25	%		6/24/2019	$	1,432,750		1,427,110		1,336,039
P2 Upstream Acquisition Co. (P2 Upstream Canada BC ULC)	Services: Business	Term Loan (First Lien)		Loan		4.00	%		1.00	%		0.00	%		5.00	%		10/30/2020	$	980,000		976,133		774,200
Penn Products Terminal, LLC	Chemicals/Plastics	Term Loan B		Loan		3.75	%		1.00	%		0.00	%		4.75	%		4/13/2022	$	248,125		246,994		218,350
PetCo Animal Supplies Stores, Inc.	Retailers (Except Food and Drugs)	Term Loan B-1		Loan		4.75	%		1.00	%		0.00	%		5.75	%		1/15/2023	$	1,000,000		980,217		978,590
PetCo Animal Supplies Stores, Inc.	Retailers (Except Food and Drugs)	Term Loan B-2		Loan		5.00	%		0.62	%		0.00	%		5.62	%		1/15/2023	$	1,000,000		980,216		978,960
Petsmart, Inc. (Argos Merger Sub, Inc.)	Retailers (Except Food and Drugs)	Term Loan B1		Loan		3.25	%		1.00	%		0.00	%		4.25	%		3/11/2022	$	992,500		987,862		961,176
PGX Holdings, Inc.	Financial Intermediaries	Term Loan		Loan		4.75	%		1.00	%		0.00	%		5.75	%		9/29/2020	$	954,643		947,123		941,917
Pharmaceutical Product Development, Inc. (Jaguar Holdings, LLC)	Conglomerate	Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		8/18/2022	$	1,920,848		1,911,850		1,872,346
Phillips-Medisize Corporation	Healthcare & Pharmaceuticals	Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		6/16/2021	$	492,500		490,535		458,025
Physio-Control International, Inc.	Healthcare & Pharmaceuticals	Term Loan B		Loan		4.50	%		1.00	%		0.00	%		5.50	%		6/6/2022	$	498,750		496,371		498,127
Pinnacle Foods Finance LLC	Food Products	New Term Loan G		Loan		2.25	%		0.75	%		0.00	%		3.00	%		4/29/2020	$	2,581,332		2,577,286		2,553,737
Planet Fitness Holdings LLC	Leisure Goods/Activities/Movies	Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		3/31/2021	$	2,417,118		2,410,079		2,368,776
PrePaid Legal Services, Inc.	Services: Business	Term Loan B		Loan		5.25	%		1.25	%		0.00	%		6.50	%		7/1/2019	$	724,167		721,080		716,020
Presidio, Inc.	Services: Business	Term Loan		Loan		4.25	%		1.00	%		0.00	%		5.25	%		2/2/2022	$	1,902,292		1,846,615		1,816,688
Prime Security Services (Protection One)	Services: Business	Term Loan		Loan		4.00	%		1.00	%		0.00	%		5.00	%		7/1/2021	$	1,995,000		1,985,640		1,924,178
Ranpak Holdings, Inc.	Services: Business	Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		10/1/2021	$	938,354		936,008		886,745
Ranpak Holdings, Inc.	Services: Business	Term Loan (Second Lien)		Loan		7.25	%		1.00	%		0.00	%		8.25	%		10/3/2022	$	500,000		497,866		400,000
Redtop Acquisitions Limited	Electronics/Electric	Initial Dollar Term Loan (First Lien)		Loan		3.50	%		1.00	%		0.00	%		4.50	%		12/3/2020	$	490,000		487,461		482,444
Regal Cinemas Corporation	Services: Consumer	Term Loan		Loan		3.00	%		0.75	%		0.00	%		3.75	%		4/1/2022	$	497,500		496,320		496,256
Research Now Group, Inc	Media	Term Loan B		Loan		4.50	%		1.00	%		0.00	%		5.50	%		3/18/2021	$	2,058,445		2,048,627		1,996,692
Rexnord LLC/RBS Global, Inc.	Industrial Equipment	Term B Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		8/21/2020	$	1,630,123		1,631,387		1,557,647
Reynolds Group Holdings Inc.	Industrial Equipment	Incremental U.S. Term Loan		Loan		3.50	%		1.00	%		0.00	%		4.50	%		12/1/2018	$	1,910,551		1,910,551		1,902,946
Riverbed Technology, Inc.	Technology	Term Loan B		Loan		5.00	%		1.00	%		0.00	%		6.00	%		2/25/2022	$	992,500		988,224		970,873
Rocket Software, Inc.	Services: Business	Term Loan (First Lien)		Loan		4.50	%		1.25	%		0.00	%		5.75	%		2/8/2018	$	1,901,835		1,889,759		1,889,150
Rovi Solutions Corporation / Rovi Guides, Inc.	Electronics/Electric	Tranche B-3 Term Loan		Loan		3.00	%		0.75	%		0.00	%		3.75	%		7/2/2021	$	1,477,500		1,471,640		1,422,094
Royal Adhesives and Sealants	Chemicals/Plastics	Term Loan (First Lien)		Loan		3.50	%		1.00	%		0.00	%		4.50	%		6/20/2022	$	497,500		495,187		479,675
Royal Adhesives and Sealants	Chemicals/Plastics	Term Loan (Second Lien)		Loan		7.50	%		1.00	%		0.00	%		8.50	%		6/19/2023	$	500,000		496,388		478,335
RPI Finance Trust	Financial Intermediaries	Term B-4 Term Loan		Loan		2.75	%		0.75	%		0.00	%		3.50	%		11/9/2020	$	5,155,193		5,155,193		5,132,665
Sable International Finance Ltd	Telecommunications	Term Loan B1		Loan		4.75	%		0.75	%		0.00	%		5.50	%		12/2/2022	$	825,000		808,500		800,770
Sable International Finance Ltd	Telecommunications	Term Loan B2		Loan		4.75	%		0.75	%		0.00	%		5.50	%		12/2/2022	$	675,000		661,500		655,175
SBP Holdings LP	Industrial Equipment	Term Loan (First Lien)		Loan		4.00	%		1.00	%		0.00	%		5.00	%		3/27/2021	$	982,500		978,645		707,400
Scientific Games International, Inc.	Electronics/Electric	Term Loan B2		Loan		5.00	%		1.00	%		0.00	%		6.00	%		10/1/2021	$	990,000		981,872		904,613
SCS Holdings (Sirius Computer)	High Tech Industries	Term Loan (First Lien)		Loan		5.00	%		1.00	%		0.00	%		6.00	%		10/30/2022	$	1,977,528		1,939,305		1,937,978
Seadrill Operating LP	Oil & Gas	Term Loan B		Loan		3.00	%		1.00	%		0.00	%		4.00	%		2/21/2021	$	987,406		919,799		407,305
Sensus USA Inc. (fka Sensus Metering Systems)	Utilities	Term Loan (First Lien)		Loan		3.25	%		1.25	%		0.00	%		4.50	%		5/9/2017	$	1,905,121		1,902,477		1,826,534
ServiceMaster Company, The	Conglomerate	Tranche B Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/1/2021	$	1,975,000		1,959,254		1,956,889
Shearers Foods LLC	Food Services	Term Loan (First Lien)		Loan		3.94	%		1.00	%		0.00	%		4.94	%		6/30/2021	$	987,500		985,421		952,938
Sitel Worldwide	Telecommunications	Term Loan		Loan		5.50	%		1.00	%		0.00	%		6.50	%		9/18/2021	$	1,995,000		1,976,131		1,931,160
Sonneborn, LLC	Chemicals/Plastics	Term Loan (First Lien)		Loan		3.75	%		1.00	%		0.00	%		4.75	%		12/10/2020	$	222,750		222,282		220,801
Sonneborn, LLC	Chemicals/Plastics	Initial US Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		12/10/2020	$	1,262,250		1,259,600		1,251,205
Sophia, L.P.	Electronics/Electric	Term Loan (Closing Date)		Loan		3.75	%		1.00	%		0.00	%		4.75	%		9/30/2022	$	1,995,000		1,985,507		1,911,469
SourceHOV LLC	Services: Business	Term Loan B (First Lien)		Loan		6.75	%		1.00	%		0.00	%		7.75	%		10/31/2019	$	1,937,500		1,891,680		1,541,281
SRAM, LLC	Industrial Equipment	Term Loan (First Lien)		Loan		3.00	%		1.00	%		0.00	%		4.00	%		4/10/2020	$	2,904,577		2,896,630		2,207,479
Staples, Inc.	Retailers (Except Food and Drugs)	Term Loan 1/16		Loan		4.00	%		0.75	%		0.00	%		4.75	%		4/23/2021	$	1,000,000		990,308		992,130
Steak ‘n Shake Operations, Inc.	Food Services	Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		3/19/2021	$	965,341		957,952		946,034
SuperMedia Inc. (fka Idearc Inc.)	Publishing	Loan		Loan		8.60	%		3.00	%		0.00	%		11.60	%		12/30/2016	$	222,900		220,105		67,520
Survey Sampling International	Services: Business	Term Loan B		Loan		5.00	%		1.00	%		0.00	%		6.00	%		12/16/2020	$	992,500		990,554		970,169
Sybil Finance BV	High Tech Industries	Term Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		3/20/2020	$	1,272,143		1,270,803		1,253,061
Syniverse Holdings, Inc.	Telecommunications	Initial Term Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		4/23/2019	$	479,913		476,927		311,944
TaxACT, Inc.	Services: Business	Term Loan B		Loan		6.00	%		1.00	%		0.00	%		7.00	%		1/3/2023	$	1,860,000		1,805,035		1,804,200
TGI Friday’s, Inc.	Food Services	Term Loan B		Loan		4.25	%		1.00	%		0.00	%		5.25	%		7/15/2020	$	1,651,816		1,647,936		1,636,669
Townsquare Media, Inc.	Media	Term Loan B		Loan		3.25	%		1.00	%		0.00	%		4.25	%		4/1/2022	$	932,522		928,333		915,624
TPF II Power LLC and TPF II Covert Midco LLC	Utilities	Term Loan B		Loan		4.50	%		1.00	%		0.00	%		5.50	%		10/2/2021	$	1,491,826		1,433,943		1,396,722
TransDigm, Inc.	Aerospace and Defense	Tranche C Term Loan		Loan		3.00	%		0.75	%		0.00	%		3.75	%		2/28/2020	$	4,277,294		4,283,815		4,148,975
Travel Leaders Group, LLC	Hotel, Gaming and Leisure	Term Loan B		Loan		6.00	%		1.00	%		0.00	%		7.00	%		12/7/2020	$	1,946,300		1,939,729		1,917,107
Tricorbraun, Inc. (fka Kranson Industries, Inc.)	Containers/Glass Products	Term Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		5/3/2018	$	1,836,625		1,831,636		1,776,935
Truven Health Analytics Inc. (fka Thomson Reuters (Healthcare) Inc.)	Healthcare & Pharmaceuticals	New Tranche B Term Loan		Loan		3.25	%		1.25	%		0.00	%		4.50	%		6/6/2019	$	482,603		476,598		480,494
Twin River Management Group, Inc.	Lodging & Casinos	Term Loan B		Loan		4.25	%		1.00	%		0.00	%		5.25	%		7/10/2020	$	886,192		887,853		875,673
U.S. Security Associates Holdings, Inc.	Services: Business	Delayed Draw Loan		Loan		5.00	%		1.25	%		0.00	%		6.25	%		7/28/2017	$	156,888		156,328		155,973
U.S. Security Associates Holdings, Inc.	Services: Business	Term B Loan		Loan		5.00	%		1.25	%		0.00	%		6.25	%		7/28/2017	$	921,426		918,393		916,054
Univar Inc.	Chemicals/Plastics	Term B Loan		Loan		3.25	%		1.00	%		0.00	%		4.25	%		7/1/2022	$	2,992,500		2,978,573		2,840,810
Univision Communications Inc.	Telecommunications	Replacement First-Lien Term Loan		Loan		3.00	%		1.00	%		0.00	%		4.00	%		3/1/2020	$	2,916,556		2,903,859		2,832,705
Valeant Pharmaceuticals International, Inc.	Drugs	Series D2 Term Loan B		Loan		2.75	%		0.75	%		0.00	%		3.50	%		2/13/2019	$	2,545,588		2,539,315		2,385,700
Verint Systems Inc.	Services: Business	Term Loan		Loan		2.75	%		0.75	%		0.00	%		3.50	%		9/6/2019	$	1,014,058		1,011,203		1,005,692
Vertafore, Inc.	Services: Business	Term Loan (2013)		Loan		3.25	%		1.00	%		0.00	%		4.25	%		10/3/2019	$	2,484,603		2,484,603		2,452,775
Vizient Inc.	Healthcare & Pharmaceuticals	Term Loan		Loan		5.25	%		1.00	%		0.00	%		6.25	%		2/13/2023	$	1,000,000		970,144		993,750
Vouvray US Finance	Industrial Equipment	Term Loan		Loan		3.75	%		1.00	%		0.00	%		4.75	%		6/27/2021	$	492,500		490,508		478,134
Washington Inventory Service	Services: Business	U.S. Term Loan (First Lien)		Loan		4.50	%		1.25	%		0.00	%		5.75	%		12/20/2018	$	1,736,392		1,749,291		1,475,934
West Corporation	Telecommunications	Term B-10 Loan		Loan		2.50	%		0.75	%		0.00	%		3.25	%		6/30/2018	$	2,534,892		2,558,782		2,490,861
ZEP Inc.	Chemicals/Plastics	Term Loan B		Loan		4.75	%		1.00	%		0.00	%		5.75	%		6/27/2022	$	2,985,000		2,971,139		2,932,763

																					$	303,643,756	$	284,844,789


																			Principal		Cost		Fair Value
Cash and cash equivalents
U.S. Bank Money Market (a)																			$	2,349,633	$	2,349,633	$	2,349,633

Total cash and cash equivalents																			$	2,349,633	$	2,349,633	$	2,349,633

(a) Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of February 29, 2016.

Note 5. Agreements and Related Party Transactions

On July 30, 2010, the Company entered into the Management Agreement with our Manager. The initial term of the Management Agreement was two years, with automatic, one-year renewals at the end of each year, subject to certain approvals by our board of directors and/or the Company’s stockholders. On July 7, 2016, our board of directors approved the renewal of the Management Agreement for an additional one-year term. Pursuant to the Management Agreement, our Manager implements our business strategy on a day-to-day basis and performs certain services for us, subject to oversight by our board of directors. Our Manager is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management Agreement, we have agreed to pay our Manager a management fee for investment advisory and management services consisting of a base management fee and an incentive 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.

The incentive fee consists of the following two parts:

The first, payable quarterly in arrears, equals 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, that exceeds a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter, subject to a “catch-up” provision. Under this provision, in any fiscal quarter, our Manager receives no incentive fee unless our pre-incentive fee net investment income exceeds the hurdle rate of 1.875%. Our Manager will receive 100.0% of pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.344% in any fiscal quarter; and 20.0% of the amount of the our pre-incentive fee net investment income, if any, that exceeds 2.344% in any fiscal quarter. There is no accumulation of amounts on the hurdle rate from quarter to quarter, and accordingly there is no claw back of amounts previously paid if subsequent quarters are below the quarterly hurdle rate, and there is no delay of payment if prior quarters are below the quarterly hurdle rate.

The second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals 20.0% of our “incentive fee capital gains,” which equals our realized capital gains on a cumulative basis from May 31, 2010 through the end of the 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 our Manager will be entitled to 20.0% of incentive fee capital gains that arise after May 31, 2010. In addition, for the purpose of the “incentive fee capital gains” calculations, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 will equal the fair value of such investments as of such date.

For the three months ended November 30, 2016 and November 30, 2015, the Company incurred $1.2 million and $1.1 million in base management fees, respectively. For the three months ended November 30, 2016 and November 30, 2015, the Company incurred $0.8 million and $0.2 million in incentive fees related to pre-incentive fee net investment income, respectively. For the three months ended November 30, 2016, there was a reduction of $0.4 million in incentive fees related to capital gains. For the three months ended November 30, 2015, we accrued $0.2 million in incentive fees related to capital gains. For the nine months ended November 30, 2016 and November 30, 2015, the Company incurred $3.6 million and $3.4 million in base management fees, respectively. For the nine months ended November 30, 2016 and November 30, 2015, the Company incurred $2.2 million and $1.7 million in incentive fees related to pre-incentive fee net investment income, respectively. For the nine months ended November 30, 2016 and November 30, 2015, we accrued $0.1 million and $0.5 million in incentive fees related to capital gains, respectively. 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 November 30, 2016, the base management fees accrual was $1.2 million and the incentive fees accrual was $4.7 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 29, 2016, the base management fees accrual was $1.2 million and the incentive fees accrual was $4.4 million and is included in base management and incentive fees payable in the accompanying consolidated statements 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 was two years, with automatic, one-year renewals at the end of each year subject to certain approvals by our board of directors and/or our stockholders. The amount of expenses payable or reimbursable thereunder by the Company was capped at $1.0 million for the initial two year term of the Administration Agreement and subsequent renewals. On July 8, 2015, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company thereunder, which had not been increased since the inception of the agreement, to $1.3 million. On July 7, 2016, our board of directors approved the renewal of the Administration Agreement for an additional one-year term. On October 5, 2016, our board of directors determined to increase the cap on the payment or reimbursement of expenses by the Company under the Administration Agreement, from $1.3 million to $1.5 million, effective November 1, 2016.

For the three months ended November 30, 2016 and November 30, 2015, we recognized $0.3 million and $0.3 million, in administrator expenses for the periods, respectively, 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. For the nine months ended November 30, 2016 and November 30, 2015, we recognized $1.0 million and $0.9 million, in administrator expenses for the periods, respectively, 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 November 30, 2016, $0.3 million of administrator expenses and other expenses payable to the Manager were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities. As of February 29, 2016, $0.2 million of administrator expenses and other expenses payable to the Manager were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities. For the nine months ended November 30, 2016 and November 30, 2015, the Company neither bought nor sold any investments from the Saratoga CLO.

Note 6. Borrowings

Credit Facility

As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200.0% after giving effect to such leverage. 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 Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during which all principal proceeds from the collateral were used to repay outstanding borrowings. A significant percentage of our total assets had been pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving Facility, funds were borrowed from or through certain lenders and interest was payable monthly at the greater of the commercial paper rate and our lender’s prime rate plus 4.00% plus a default rate of 2.00% or, if the commercial paper market was unavailable, the greater of the prevailing LIBOR rates and our lender’s prime rate plus 6.00% plus a default rate of 3.00%.

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 “Credit Facility”) with Madison Capital Funding LLC, in each case, to pay the full amount of principal and accrued interest, including default interest, outstanding under the Revolving Facility. As a result, the Revolving Facility was terminated in connection therewith. Substantially all of our total assets, other than those held by SBIC LP, have been pledged under the Credit Facility to secure our obligations thereunder.

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

•

expand the borrowing capacity under the Credit Facility from $40.0 million to $45.0 million;

•

extend the period during which we may make and repay borrowings under the Credit Facility from July 30, 2013 to February 24, 2015 (the “Revolving Period”). The Revolving Period may, upon the occurrence of an event of default, by action of the lenders or automatically, be terminated. All borrowings and other amounts payable under the Credit Facility are due and payable five years after the end of the Revolving Period; and

•

remove the condition that we may not acquire additional loan assets without the prior written consent of Madison Capital Funding LLC.

On September 17, 2014, we entered into a second amendment to the Credit Facility with Madison Capital Funding LLC to, among other things:

•

extend the commitment termination date from February 24, 2015 to September 17, 2017;

•

extend the maturity date of the Credit Facility from February 24, 2020 to September 17, 2022 (unless terminated sooner upon certain events);

•

reduce the applicable margin rate on base rate borrowings from 4.50% to 3.75%, and on LIBOR borrowings from 5.50% to 4.75%; and

•

reduce the floor on base rate borrowings from 3.00% to 2.25%; and on LIBOR borrowings from 2.00% to 1.25%.

As of November 30, 2016 and February 29, 2016, there were no outstanding borrowings under the Credit Facility and the Company was in compliance with all of the limitations and requirements of the Credit Facility. Financing costs of $2.7 million related to the Credit Facility have been capitalized and are being amortized over the term of the facility. For the three months ended November 30, 2016 and November 30, 2015, we recorded $0.1 million and $0.1 million of interest expense, respectively. For the nine months ended November 30, 2016 and November 30, 2015, we recorded $0.3 million and $0.6 million of interest expense, respectively. For the three months ended November 30, 2016 and November 30, 2015, we recorded $0.02 million and $0.02 million of amortization of deferred financing costs related to the Credit Facility and Revolving Facility, respectively. For the nine months ended November 30, 2016 and November 30, 2015, we recorded $0.1 million and $0.1 million of amortization of deferred financing costs related to the Credit Facility and Revolving Facility, respectively. During the three and nine months ended November 30, 2016, there were no outstanding borrowings under the Credit Facility. The interest rates during the three and nine months ended November 30, 2015 on the outstanding borrowings under the Credit Facility were 6.00%. During the three and nine months ended November 30, 2015, the average dollar amount of outstanding borrowings under the Credit Facility was $0.9 million and $5.8 million, respectively.

The Credit Facility contains limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, weighted average life, currency denomination and collateral interests. The Credit Facility also includes certain requirements relating to portfolio performance, the violation of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate repayment of amounts owed thereunder. The Credit Facility has an eight year term, consisting of a three year period (the “Revolving Period”), under which the Company may make and repay borrowings, and a final maturity five years from the end of the Revolving Period. Availability on the Credit Facility will be subject to a borrowing base calculation, based on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of loan asset) and the value of certain “eligible” loan assets included as part of the Borrowing Base. Funds may be borrowed at the greater of the prevailing 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 Credit Facility for the duration of the Revolving Period.

Our borrowing base under the Credit Facility was $24.1 million subject to the Credit Facility cap of $45.0 million at November 30, 2016. For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”). Accordingly, the November 30, 2016 borrowing base relies upon the valuations set forth in the Quarterly Report on Form 10-Q for the period ended August 31, 2016, as filed with the SEC on October 12, 2016. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing base until after this Quarterly Report on Form 10-Q is filed with the SEC.

SBA Debentures

SBIC LP is able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid in and is subject to customary regulatory requirements including but not limited to an examination by the SBA. As of November 30, 2016, we have funded SBIC LP with $75.0 million of equity capital, and have $112.7 million of SBA-guaranteed debentures outstanding. SBA debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. SBA current regulations limit the amount that SBIC LP may borrow to a maximum of $150.0 million, which is up to twice its potential regulatory capital.

SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses. Under present SBA regulations,

eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, an SBIC must devote 25.0% of its investment activity to ‘‘smaller’’ concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services.

SBIC LP 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 SBIC LP will receive SBA-guaranteed debenture funding, which is dependent upon SBIC LP continuing to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to SBIC LP’s assets over our stockholders and debtholders in the event we liquidate SBIC LP or the SBA exercises its remedies under the SBA-guaranteed debentures issued by SBIC LP upon an event of default.

The Company received exemptive relief from the SEC to permit it to exclude the debt of SBIC LP guaranteed by the SBA from the definition of senior securities in the 200.0% asset coverage test under the 1940 Act. This allows the Company increased flexibility under the 200.0% asset coverage test by permitting it to borrow up to $150.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.

As of November 30, 2016 and February 29, 2016, there was $112.7 million and $103.7 million outstanding of SBA debentures, respectively. The carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage. $4.1 million of financing costs related to the SBA debentures have been capitalized and are being amortized over the term of the commitment and drawdown.

For the three months ended November 30, 2016 and November 30, 2015, we recorded $0.9 million and $0.6 million of interest expense related to the SBA debentures, respectively. For the three months ended November 30, 2016 and November 30, 2015, we recorded $0.1 million and $0.1 million of amortization of deferred financing costs related to the SBA debentures, respectively. The weighted average interest rate during the three months ended November 30, 2016 and November 30, 2015 on the outstanding borrowings of the SBA debentures was 3.08% and 3.25%, respectively.

For the nine months ended November 30, 2016 and November 30, 2015, we recorded $2.5 million and $1.9 million of interest expense related to the SBA debentures, respectively. For the nine months ended November 30, 2016 and November 30, 2015, we recorded $0.4 million and $0.3 million of amortization of deferred financing costs related to the SBA debentures, respectively. The weighted average interest rate during the nine months ended November 30, 2016 and November 30, 2015 on the outstanding borrowings of the SBA debentures was 3.12% and 3.21%, respectively. During the three and nine months ended November 30, 2016, the average dollar amount of SBA debentures outstanding was $110.7 million and $106.0 million, respectively. During the three and nine months ended November 30, 2015, the average dollar amount of SBA debentures outstanding was $79.0 million.

In December 2015, the 2016 omnibus spending bill approved by Congress and signed into law by the President increased the amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. SBA regulations currently limit the amount of SBA-guaranteed debentures that an SBIC may issue to $150.0 million when it has at least $75.0 million in regulatory capital. Affiliated SBICs are permitted to issue up to a combined maximum amount of $350.0 million in SBA-guaranteed debentures when they have at least $175.0 million in combined regulatory capital.

Notes

On May 10, 2013, the Company issued $42.0 million in aggregate principal amount of 7.50% fixed-rate notes due 2020 (the “2020 Notes”). The 2020 Notes will mature on May 31, 2020, and since May 31, 2016, may be redeemed in whole or in part at any time or from time to time at the Company’s option. Interest will be payable quarterly beginning August 15, 2013.

On May 17, 2013, the Company closed an additional $6.3 million in aggregate principal amount of the 2020 Notes, pursuant to the full exercise of the underwriters’ option to purchase additional 2020 Notes. On May 29, 2015, the Company entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. through which the Company may offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. As of November 30, 2016, the Company sold 539,725 bonds with a principal of $13,493,125 at an average price of $25.31 for aggregate net proceeds of $13,385,766 (net of transaction costs).

As of November 30, 2016, the carrying amount and fair value of the 2020 Notes was $61.8 million and $62.3 million, respectively. The fair value of the 2020 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of November 30, 2016, $2.7 million of financing costs related to the 2020 Notes (including underwriting commissions and net of issuance premiums) have been capitalized and are being amortized over the term of the 2020 Notes. For the three and nine months ended November 30, 2016, we recorded $1.2 million and $3.5 million, respectively, of interest expense and $0.1 million and $0.3 million, respectively, of amortization of deferred financing costs related to the 2020 Notes. For the three and nine months ended November 30, 2015, we recorded $1.1 million and $3.1 million, respectively, of interest expense and $0.1 million and $0.3 million, respectively, of amortization of deferred financing costs related to the 2020 Notes. During the three and nine months ended November 30, 2016, the average dollar amount of 2020 Notes outstanding was $61.8 million. During the three and nine months ended November 30, 2015, the average dollar amount of 2020 Notes outstanding was $59.1 million and $53.9 million, respectively.

Note 7. Commitments and contingencies

Contractual obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations at November 30, 2016:


			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	$	174,453	$	—	$	—	$	61,793	$	112,660

Off-balance sheet arrangements

The Company’s off-balance sheet arrangements consisted of $3.0 million and $2.0 million of unfunded commitments to provide debt financing to its portfolio companies or to fund limited partnership interests as of November 30, 2016 and February 29, 2016, respectively. Such commitments are generally up to the Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.

A summary of the composition of the unfunded commitments as of November 30, 2016 and February 29, 2016 is shown in the table below (dollars in thousands):


	As of
	November 30, 2016		February 29, 2016
Avionte Holdings, LLC	$	1,000	$	1,000
GreyHeller LLC		2,000		—
Identity Automation Systems		—		1,000

Total	$	3,000	$	2,000

Note 8. 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 three months ended November 30, 2016 and November 30, 2015, we incurred $0.07 million and $0.05 million for directors’ fees and expenses, respectively. For the nine months ended November 30, 2016 and November 30, 2015, we incurred $0.2 million and $0.2 million for directors’ fees and expenses, respectively. As of November 30, 2016 and February 29, 2016, $0.05 million and $0.03 million in directors’ fees and expenses were accrued and unpaid, respectively. As of November 30, 2016, we had not issued any common stock to our directors as compensation for their services.

Note 9. Stockholders’ Equity

On May 16, 2006, GSC Group, Inc. capitalized the LLC, by contributing $1,000 in exchange for 67 shares, constituting all of the issued and outstanding shares of the LLC.

On March 20, 2007, the Company issued 95,995.5 and 8,136.2 shares of common stock, priced at $150.00 per share, to GSC Group and certain individual employees of GSC Group, respectively, in exchange for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. At this time, the 6.7 shares owned by GSC Group in the LLC were exchanged for 6.7 shares of the Company.

On March 28, 2007, the Company completed its IPO of 725,000 shares of common stock, priced at $150.00 per share, before underwriting discounts and commissions. Total proceeds received from the IPO, net of $7.1 million in underwriter’s discount and commissions, and $1.0 million in offering costs, were $100.7 million.

On 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.

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.

On November 9, 2012, the Company declared a dividend of $4.25 per share payable on December 31, 2012. 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 $3.3 million or $0.85 per share. Based on shareholder elections, the dividend consisted of approximately $3.3 million in cash and 853,455 shares of common stock.

On October 30, 2013, the Company declared a dividend of $2.65 per share payable on December 27, 2013. 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 $2.5 million or $0.53 per share. Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 649,500 shares of common stock.

On September 24, 2014, the Company declared a dividend of $0.18 per share payable on November 28, 2014. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and 22,283 newly issued shares of common stock.

On September 24, 2014, the Company declared a dividend of $0.22 per share payable on February 27, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock.

On April 9, 2015, the Company declared a dividend of $0.27 per share payable on May 29, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock.

On May 14, 2015, the Company declared a special dividend of $1.00 per share payable on June 5, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock.

On July 8, 2015, the Company declared a dividend of $0.33 per share payable on August 31, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock.

On October 7, 2015, the Company declared a dividend of $0.36 per share payable on November 30, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock.

On January 12, 2016, the Company declared a dividend of $0.40 per share payable on February 29, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock.

On March 31, 2016, the Company declared a dividend of $0.41 per share payable on April 27, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock.

On July 7, 2016, the Company declared a dividend of $0.43 per share payable on August 9, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock.

On August 8, 2016, the Company declared a special dividend of $0.20 per share payable on September 5, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock.

On October 5, 2016, the Company declared a dividend of $0.44 per share payable on November 9, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock.

On September 24, 2014, the Company announced the approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below its NAV as reported in its then most recently published consolidated financial statements. On October 7, 2015, the Company’s board of directors extended the open market share repurchase plan for another year and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 400,000 shares of its common stock. On October 5, 2016, the Company’s board of directors extended the open market share repurchase plan for another year to October 15, 2017 and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 600,000 shares of its common stock. As of November 30, 2016, the Company purchased 214,391 shares of common stock, at the average price of $16.84 for approximately $3.6 million pursuant to this repurchase plan.

Note 10. 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 average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the three and nine months ended November 30, 2016 and November 30, 2015 (dollars in thousands except share and per share amounts):


	For the three months ended				For the nine months ended
Basic and diluted	November 30, 2016		November 30, 2015		November 30, 2016		November 30, 2015
Net increase in net assets from operations	$	1,574	$	3,421	$	10,133	$	12,049
Weighted average common shares outstanding		5,727,933		5,632,011		5,735,443		5,533,094
Weighted average earnings per common share-basic and diluted	$	0.27	$	0.61	$	1.77	$	2.18

Note 11. Dividend

On October 5, 2016, the Company declared a dividend of $0.44 per share, which was paid on November 9, 2016, to common stockholders of record as of October 31, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to our DRIP.

Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.12 per share, which equaled the volume weighted average trading price per share of the common stock on October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016.

On August 8, 2016, the Company declared a special dividend of $0.20 per share, which was paid on September 5, 2016, to common stockholders of record as of August 24, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to our DRIP.

Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.06 per share, which equaled the volume weighted average trading price per share of the common stock on August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016.

On July 7, 2016, the Company declared a dividend of $0.43 per share, which was paid on August 9, 2016, to common stockholders of record as of July 29, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to our DRIP.

Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.32 per share, which equaled the volume weighted average trading price per share of the common stock on July 27, 28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016.

On March 31, 2016, the Company declared a dividend of $0.41 per share, which was paid on April 27, 2016, to common stockholders of record as of April 15, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to our DRIP.

Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.43 per share, which equaled the volume weighted average trading price per share of the common stock on April 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016.

The following table summarizes dividends declared during the nine months ended November 30, 2016 (dollars in thousands except per share amounts):


Date Declared	Record Date		Payment Date		Amount Per Share*		Total Amount
October 5, 2016		October 31, 2016		November 9, 2016	$	0.44	$	2,509
August 8, 2016		August 24, 2016		September 5, 2016	$	0.20	$	1,151
July 7, 2016		July 29, 2016		August 9, 2016	$	0.43	$	2,466
March 31, 2016		April 15, 2016		April 27, 2016	$	0.41	$	2,346

Total dividends declared					$	1.48	$	8,472

*	Amount per share is calculated based on the number of shares outstanding at the date of declaration.

The following table summarizes dividends declared during the nine months ended November 30, 2015 (dollars in thousands except per share amounts):


Date Declared	Record Date		Payment Date		Amount Per Share*		Total Amount
October 7, 2015		November 2, 2015		November 30, 2015	$	0.36	$	2,028
July 8, 2015		August 3, 2015		August 31, 2015	$	0.33	$	1,844
May 14, 2015		May 26, 2015		June 5, 2015	$	1.00	$	5,429
April 9, 2015		May 4, 2015		May 29, 2015	$	0.27	$	1,466

Total dividends declared					$	1.96	$	10,767

*	Amount per share is calculated based on the number of shares outstanding at the date of declaration.

Note 12. Financial Highlights

The following is a schedule of financial highlights for the nine months ended November 30, 2016 and November 30, 2015:


	November 30, 2016			November 30, 2015
Per share data:
Net asset value at beginning of period	$	22.06		$	22.70
Net investment income(1)		1.49			1.37
Net realized and unrealized gains and losses on investments		0.28			0.81

Net increase in net assets from operations		1.77			2.18
Distributions declared from net investment income		(1.48	)		(1.96	)

Total distributions to stockholders		(1.48	)		(1.96	)
Dilution(4)		(0.14	)		(0.33	)
Net asset value at end of period	$	22.21		$	22.59
Net assets at end of period	$	127,679,730		$	127,273,366
Shares outstanding at end of period		5,748,247			5,634,115
Per share market value at end of period	$	20.18		$	15.63
Total return based on market value(2)		56.98	%		11.29	%
Total return based on net asset value(3)		11.37	%		11.67	%
Ratio/Supplemental data:
Ratio of net investment income to average net assets(8)		9.54	%		8.64	%
Ratio of operating expenses to average net assets(7)		7.10	%		6.68	%
Ratio of incentive management fees to average net assets(6)		1.83	%		1.73	%
Ratio of interest and debt financing expenses to average net assets(7)		7.42	%		6.65	%
Ratio of total expenses to average net assets(8)		16.35	%		15.06	%
Portfolio turnover rate(5)		31.25	%		23.05	%

(1)	Net investment income per share is calculated using the weighted average shares outstanding during the period.

(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 DRIP. 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 DRIP. Total investment return does not reflect brokerage commissions.

(4)	Represents the dilutive effect of issuing common stock below net asset value per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement. See Note 11, Dividend.

(5)	Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value.

(6)	Ratios are not annualized.

(7)	Ratios are annualized.

(8)	Ratios are annualized. Incentive management fees included within the ratio are not annualized.

Note 13. Subsequent Events

The Company has evaluated subsequent events through the filing of this Form 10-Q and determined that there have been no events that have occurred that would require adjustments to the Company’s disclosures in the consolidated financial statements except for the following:

On January 12, 2017, the Company declared a dividend of $0.45 per share payable for the fiscal quarter ended November 30, 2016 to all stockholders of record at the close of business on January 31, 2017, with a payment date on February 9, 2017. Shareholders will have the option to receive payment of the dividend in cash, or receive shares of common stock pursuant to the Company’s DRIP.

On December 21, 2016, the Company issued $74.5 million in aggregate principal amount of 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $72.1 million after deducting underwriting commissions of approximately $2.0 million and offering costs of approximately $0.5 million. The issuance included the exercise of substantially all of the underwriters’ option to purchase an additional $9.8 million aggregate principal amount of 2023 Notes within 30 days. Interest on the 2023 Notes is paid quarterly in arrears on March 15, June 15, September 15 and December 15, at a rate of 6.75% per year, beginning March 30, 2017. The 2023 Notes mature on December 20, 2023, and commencing December 21, 2019, may be redeemed in whole or in part at any time or from time to time at our option. The proceeds from the offering will be used to repay all of the outstanding indebtedness under the 2020 Notes, which amounts to $61.8 million.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, the following discussion and other parts of this Quarterly 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 in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016.

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 Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

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

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

our regulatory structure and tax treatment, including our ability to operate as a business development company (“BDC”), or to operate our small business investment company (“SBIC”) subsidiary, and to continue to qualify to be taxed as a regulated investment company (“RIC”);

•

the adequacy of our cash resources and working capital;

•

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

•

the ability of our investment adviser to locate suitable investments for us and to monitor and effectively administer our investments.

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q.

OVERVIEW

We are a Maryland corporation that has elected to be treated as a 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, which we define as companies having EBITDA of between $2 million and $50 million, both through direct lending and through participation in loan syndicates. We may also invest up to 30.0% 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. Although we have no current intention to do so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, which includes private equity funds, to no more than 15% of its net assets. We have elected and qualified to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Corporate History and Recent Developments

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, as described below 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, in December 2008 we engaged the investment banking firm of Stifel, Nicolaus & Company to evaluate strategic transaction opportunities and consider alternatives for us. On April 14, 2010, GSC Investment Corp. 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 GSC Investment Corp. assumed certain rights and obligations of Saratoga Investment Advisors under a debt commitment letter Saratoga Investment Advisors received from Madison Capital Funding LLC, which indicated Madison Capital Funding’s willingness to provide GSC Investment Corp. with a $40.0 million senior secured revolving credit facility, subject to the satisfaction of certain terms and conditions. In addition, GSC Investment Corp. 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.

On July 30, 2010, the transactions contemplated by the stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates were completed, the private sale of 986,842 shares of our common stock for $15.0 million in aggregate purchase price to Saratoga Investment Advisors and certain of its affiliates closed, the Company entered into the Credit Facility, and the Company began doing business as Saratoga Investment Corp.

We used the net proceeds from the private sale transaction and a portion of the funds available to us under the Credit Facility 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.

In January 2011, we registered for public resale of the 986,842 shares of our common stock issued to Saratoga Investment Advisors and certain of its affiliates.

On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received an SBIC license from the Small Business Administration (“SBA”).

In May 2013, we issued $48.3 million in aggregate principal amount of our 7.50% unsecured notes due 2020 (the “2020 Notes”) for net proceeds of $46.1 million after deducting underwriting commissions of $1.9 million and offering costs of $0.3 million. The proceeds included the underwriters’ full exercise of their overallotment option. Interest on these 2020 Notes is paid quarterly in arrears on February 15, May 15, August 15 and November 15, at a rate of 7.50% per year, beginning August 15, 2013. The 2020 Notes mature on May 31, 2020 and since May 31, 2016, may be redeemed in whole or in part at any time or from time to time at our option. The 2020 Notes are listed on the NYSE under the trading symbol “SAQ” with a par value of $25.00 per share.

On May 29, 2015, we entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. through which we may offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. As of November 30, 2016, the Company sold 539,725 bonds with a principal of $13,493,125 at an average price of $25.31 for aggregate net proceeds of $13,385,766 (net of transaction costs).

On December 21, 2016, we issued $74.5 million in aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $72.1 million after deducting underwriting commissions of approximately $2.0 million and

offering costs of approximately $0.5 million. The issuance included the exercise of substantially all of the underwriters’ option to purchase an additional $9.8 million aggregate principal amount of 2023 Notes within 30 days. Interest on the 2023 Notes is paid quarterly in arrears on March 15, June 15, September 15 and December 15, at a rate of 6.75% per year, beginning March 30, 2017. The 2023 Notes mature on December 20, 2023, and commencing December 21, 2019, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering will be used to repay all of the outstanding indebtedness under the 2020 Notes, which amounts to $61.8 million, and for general corporate purposes in accordance with our investment objective and strategies.

Critical Accounting Policies

Basis of Presentation

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

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 balance sheet 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:

•

Each investment is initially valued by the responsible investment professionals of Saratoga Investment Advisors and preliminary valuation conclusions are documented and discussed with our senior management; and

•

An independent valuation firm engaged by our board of directors reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year.

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

•

The audit committee of our board of directors reviews and approves each preliminary valuation and Saratoga Investment Advisors and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and

•

Our board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of Saratoga Investment Advisors, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.

collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by SIA 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 flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO.

Revenue Recognition

Income Recognition

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 amortization of premiums on investments.

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.

Payment-in-Kind Interest

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 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.

Revenues

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 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 Saratoga CLO, pursuant to which we act as its collateral manager. The Saratoga CLO was initially refinanced in October 2013 and its reinvestment period ended in October 2016. On November 15, 2016, we completed the second refinancing of the Saratoga CLO. The Saratoga CLO refinancing, among other

things, extended its reinvestment period to October 2018, and extended its legal maturity date to October 2025. Following the refinancing, the Saratoga CLO portfolio remained at the same size and with a similar capital structure of approximately $300.0 million in aggregate principal amount of predominantly senior secured first lien term loans. In addition to refinancing its liabilities, we also purchased $4.5 million in aggregate principal amount of the Class F notes tranche of the Saratoga CLO at par, with a coupon of LIBOR plus 8.5%.

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.

Expenses

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:

•

organization;

•

calculating our net asset value (including the cost and expenses of any independent valuation firm);

•

expenses incurred by our investment adviser payable to third parties, including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;

•

expenses incurred by our investment adviser payable for travel and due diligence on our prospective portfolio companies;

•

interest payable on debt, if any, incurred to finance our investments;

•

offerings of our common stock and other securities;

•

investment advisory and management fees;

•

fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments;

•

transfer agent and custodial fees;

•

federal and state registration fees;

•

all costs of registration and listing our common stock on any securities exchange;

•

federal, state and local taxes;

•

independent directors’ fees and expenses;

•

costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission (“SEC”) and the SBA);

•

costs of any reports, proxy statements or other notices to common stockholders including printing costs;

•

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

•

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

•

administration fees and all other expenses incurred by us or, if applicable, the administrator in connection with administering our business (including payments under the Administration Agreement based upon our allocable portion of the administrator’s overhead in performing its obligations under an administration agreement, including rent and the allocable portion of the cost of our officers and their respective staffs (including travel expenses)).

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 an incentive fee.

The incentive fee had two parts:

•

A fee, payable quarterly in arrears, equal to 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of the net assets at the end of the immediately preceding quarter, that exceeded a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter. Under this provision, in any fiscal quarter, our investment adviser received no incentive fee unless our pre-incentive fee net investment income exceeded the hurdle rate of 1.875%. Amounts received as a return of capital were not included in calculating this portion of the incentive fee. Since the hurdle rate was based on net assets, a return of less than the hurdle rate on total assets could still have resulted in an incentive fee.

•

A fee, payable at the end of each fiscal year, equal to 20.0% of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation, in each case on a cumulative basis, less the aggregate amount of capital gains incentive fees paid to the investment adviser through such date.

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 Quarterly Report.

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:

•

The capital gains portion of the incentive fee was reset with respect to gains and losses from May 31, 2010, and therefore losses and gains incurred prior to such time will not be taken into account when calculating the capital gains fee payable to Saratoga Investment Advisors and, as a result, Saratoga Investment Advisors will be entitled to 20.0% of net 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 equal the fair value of such investment as of such date. Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P., the capital gains fee was calculated from March 21, 2007, and the gains were substantially outweighed by losses.

•

Under the “catch up” provision, 100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income that exceeds 1.875% but is less than or equal to 2.344% in any fiscal quarter is payable to Saratoga Investment Advisors. This will enable Saratoga Investment Advisors to receive 20.0% of all net investment income as such amount approaches 2.344% in any quarter, and Saratoga Investment Advisors will receive 20.0% of any additional net investment income. Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P. only received 20.0% of the excess net investment income over 1.875%.

•

We will no longer have deferral rights regarding incentive fees in the event that the distributions to stockholders and change in net assets is less than 7.5% for the preceding four fiscal quarters.

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.

New Accounting Pronouncements

In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted. Management is currently evaluating the impact ASU 2016-15 will have on the Company’s consolidated financial statements and disclosures.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted for public business entities. Management is currently evaluating the impact the adoption of this standard has on our consolidated financial statements and disclosures.

Portfolio and investment activity

Corporate Debt Portfolio Overview


	At November 30, 2016		At February 29, 2016
	($ in millions)		($ in millions)
Number of investments(1)		52		59
Number of portfolio companies(1)		30		34
Average investment size(1)	$	5.1	$	4.6
Weighted average maturity(1)		3.4 yrs		3.8 yrs
Number of industries(3)		11		11
Average investment per portfolio company(1)	$	8.9	$	8.0
Non-performing or delinquent investments(1)	$	0.0	$	0.0
Fixed rate debt (% of interest bearing portfolio)(2)	$	46.7(18.3%)	$	97.9(40.0%)
Weighted average current coupon(2)		11.9%		11.5%
Floating rate debt (% of interest bearing portfolio)(2)	$	208.5(81.7%)	$	146.8(60.0%)
Weighted average current spread over LIBOR(2)		10.1%		9.1%

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

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

(3)	Excludes our investment in the subordinated notes of Saratoga CLO and Class F Note.

During the three months ended November 30, 2016, we invested $30.1 million in new or existing portfolio companies and had $23.8 million in aggregate amount of exits and repayments resulting in net investments of $6.3 million for the period. During the three months ended November 30, 2015, we invested $15.3 million in new or existing portfolio companies and had $27.9 million in aggregate amount of exits and repayments resulting in net repayments of $12.6 million for the period.

During the nine months ended November 30, 2016, we invested $85.9 million in new or existing portfolio companies and had $94.7 million in aggregate amount of exits and repayments resulting in net repayments of $8.8 million for the period. During the nine months ended November 30, 2015, we invested $57.4 million in new or existing portfolio companies and had $62.7 million in aggregate amount of exits and repayments resulting in net repayments of $5.3 million for the period.

Our portfolio composition at November 30, 2016 and February 29, 2016 at fair value was as follows:

Portfolio composition


	At November 30, 2016						At February 29, 2016
	Percentage of Total Portfolio			Weighted Average Current Yield			Percentage of Total Portfolio			Weighted Average Current Yield
Syndicated loans		3.5	%		5.4	%		4.2	%		8.2	%
First lien term loans		57.8			10.5			50.9			10.6
Second lien term loans		28.9			11.7			31.1			11.5
Structured finance securities		5.5			12.2			4.5			16.4
Equity interests		4.3			0.7			9.3			N/A

Total		100.0	%		10.8	%		100.0	%		11.1	%

Our investment in the subordinated notes of Saratoga CLO represents a first loss position in a portfolio that, at November 30, 2016 and February 29, 2016 was composed of $297.5 million and $302.7 million, respectively, in aggregate principal amount of predominantly senior secured first lien term loans. This investment is subject to unique risks. (See “Risk Factors—Our investment in Saratoga CLO constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility” in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016). We do not consolidate the Saratoga CLO portfolio in our consolidated financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments. However, at November 30, 2016, $286.1 million or 98.7% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow and there were no Saratoga CLO portfolio investments in default. At February 29, 2016, $283.3 million or 99.4% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow and one Saratoga CLO portfolio investment was in default with a fair value of $0.8 million.

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 November 30, 2016 and February 29, 2016 was as follows:

Portfolio CMR distribution


	At November 30, 2016					At February 29, 2016
Color Score	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Green	$	246,130		88.7	%	$	240,623		84.7	%
Yellow		8,423		3.0			4,058		1.4
Red		8		0.0			8		0.0
N/A(1)		23,009		8.3			39,307		13.9

Total	$	277,570		100.0	%	$	283,996		100.0	%

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

The CMR distribution of Saratoga CLO investments at November 30, 2016 and February 29, 2016 was as follows:

Portfolio CMR distribution


	At November 30, 2016					At February 29, 2016
Color Score	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Green	$	257,697		88.9	%	$	251,570		88.3	%
Yellow		28,425		9.8			31,752		11.1
Red		3,840		1.3			1,331		0.5
N/A(1)		37		0.0			192		0.1

Total	$	289,999		100.0	%	$	284,845		100.0	%

(1)	Comprised of Saratoga CLO’s equity interests.

Portfolio composition by industry grouping at fair value

The following table shows our portfolio composition by industry grouping at fair value at November 30, 2016 and February 29, 2016:


	At November 30, 2016					At February 29, 2016
	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Business Services	$	146,250		52.7	%	$	105,976		37.3	%
Healthcare Services		28,128		10.1			36,905		13.0
Consumer Services		20,737		7.5			43,109		15.2
Media		18,522		6.7			16,574		5.8
Real Estate		16,661		6.0			9,537		3.4
Structured Finance Securities (1)		15,266		5.5			12,828		4.5
Education		10,919		3.9			10,694		3.8
Metals		8,857		3.2			10,526		3.7
Food and Beverage		8,423		3.0			9,131		3.2
Building Products		2,000		0.7			6,367		2.2
Aerospace and Defense		1,020		0.4			—		—
Consumer Products		787		0.3			7,642		2.7
Automotive Aftermarket		—		—			14,707		5.2

Total	$	277,570		100.0	%	$	283,996		100.0	%

(1)	Comprised of our investment in the subordinated notes and Class F Note of Saratoga CLO.

The following table shows Saratoga CLO’s portfolio composition by industry grouping at fair value at November 30, 2016 and February 29, 2016:


	At November 30, 2016					At February 29, 2016
	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Services: Business	$	41,241		14.2	%	$	37,308		13.1	%
Healthcare & Pharmaceuticals		30,765		10.6			28,339		9.9
Chemicals/Plastics		23,271		8.0			24,714		8.7
High Tech Industries		16,703		5.8			9,451		3.3
Banking, Finance, Insurance & Real Estate		15,678		5.4			10,175		3.6
Retailers (Except Food and Drugs)		14,664		5.1			18,898		6.6
Aerospace and Defense		13,008		4.5			12,580		4.4
Conglomerate		12,767		4.4			11,770		4.1
Telecommunications		11,741		4.0			11,364		4.0
Media		10,732		3.7			4,768		1.7
Industrial Equipment		9,921		3.4			11,777		4.1
Leisure Goods/Activities/Movies		9,198		3.2			8,009		2.8
Electronics/Electric		8,344		2.9			9,342		3.3
Financial Intermediaries		7,760		2.7			13,559		4.8
Food Services		5,872		2.0			5,944		2.1
Automotive		5,004		1.7			5,470		1.9
Publishing		4,938		1.7			3,029		1.1
Lodging and Casinos		4,352		1.5			4,958		1.8
Capital Equipment		3,989		1.4			—		—
Technology		3,883		1.3			7,774		2.7
Food/Drug Retailers		3,835		1.3			2,737		1.0
Food Products		3,150		1.1			5,694		2.0
Beverage, Food & Tobacco		3,005		1.0			984		0.3
Insurance		2,988		1.0			4,712		1.7
Drugs		2,936		1.0			2,873		1.0
Utilities		2,894		1.0			6,975		2.4
Hotel, Gaming and Leisure		2,604		0.9			1,917		0.7
Oil & Gas		2,519		0.9			2,273		0.8
Brokers/Dealers/Investment Houses		2,470		0.9			2,618		0.9
Containers/Glass Products		1,993		0.7			4,168		1.5
Construction & Building		1,958		0.7			2,869		1.0
Cable and Satellite Television		1,617		0.6			3,557		1.2
Nonferrous Metals/Minerals		1,207		0.4			1,505		0.5
Transportation		1,005		0.3			—		—
Environmental Industries		801		0.3			732		0.3
Services: Consumer		655		0.2			496		0.2
Broadcast Radio and Television		283		0.1			1,258		0.4
Building and Development		248		0.1			248		0.1

Total	$	289,999		100.0	%	$	284,845		100.0	%

Portfolio composition by geographic location at fair value

The following table shows our portfolio composition by geographic location at fair value at November 30, 2016 and February 29, 2016. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.


	At November 30, 2016					At February 29, 2016
	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Southeast	$	113,621		40.9	%	$	108,661		38.3	%
Midwest		55,526		20.0			57,553		20.3
Northeast		41,973		15.1			52,875		18.6
Southwest		24,843		9.0			25,535		9.0
West		16,561		6.0			24,544		8.6
Other(1)		15,266		5.5			12,828		4.5
Northwest		7,780		2.8			—		—
International		2,000		0.7			2,000		0.7

Total	$	277,570		100.0	%	$	283,996		100.0	%

(1)	Comprised of our investment in the subordinated notes and Class F Note of Saratoga CLO.

Results of operations

Operating results for the three and nine months ended November 30, 2016 and November 30, 2015 were as follows:


	For the three months ended
	November 30, 2016			November 30, 2015
	($ in thousands)
Total investment income	$	8,442		$	6,936
Total expenses		5,023			4,786

Net investment income		3,419			2,150
Net realized gains from investments		260			448
Net unrealized appreciation (depreciation) on investments		(2,105	)		823

Net increase in net assets resulting from operations	$	1,574		$	3,421


	For the nine months ended
	November 30, 2016			November 30, 2015
		($ in thousands)
Total investment income	$	24,799		$	22,255
Total expenses		16,238			14,676

Net investment income		8,561			7,579
Net realized gains from investments		12,300			4,231
Net unrealized appreciation (depreciation) on investments		(10,728	)		239

Net increase in net assets resulting from operations	$	10,133		$	12,049

Investment income

The composition of our investment income for the three and nine months ended November 30, 2016 and November 30, 2015 were as follows:


	For the three months ended
	November 30, 2016		November 30, 2015
	($ in thousands)
Interest from investments	$	7,456	$	6,227
Management fee income		375		369
Interest from cash and cash equivalents and other income		611		340

Total	$	8,442	$	6,936


	For the nine months ended
	November 30, 2016		November 30, 2015
		($ in thousands)
Interest from investments	$	22,040	$	19,978
Management fee income		1,124		1,121
Interest from cash and cash equivalents and other income		1,635		1,156

Total	$	24,799	$	22,255

For the three months ended November 30, 2016, total investment income of $8.4 million, increased $1.5 million, or 21.7% compared to $6.9 million for the three months ended November 30, 2015. Interest income from investments increased $1.3 million, or 19.7%, to $7.5 million for the three months ended November 30, 2016 from $6.2 million for the three months ended November 30, 2015. This reflects an increase of 15.2% in total investments to $277.6 million at November 30, 2016 from $241.0 million at November 30, 2015, with the weighted average current coupon increasing from 11.3% to 11.9%.

For the nine months ended November 30, 2016, total investment income of $24.8 million, increased $2.5 million, or 11.4% compared to $22.3 million for the nine months ended November 30, 2015. Interest income from investments increased $2.0 million, or 10.3%, to $22.0 million for the nine months ended November 30, 2016 from $20.0 million for the nine months ended November 30, 2015. This reflects an increase of 15.2% in total investments to $277.6 million at November 30, 2016 from $241.0 million at November 30, 2015, with the weighted average current coupon increasing from 11.3% to 11.9%.

For the three months ended November 30, 2016 and November 30, 2015, total PIK income was $0.2 million and $0.04 million, respectively. For the nine months ended November 30, 2016 and November 30, 2015, total PIK income was $0.5 million and $1.0 million, respectively.

Operating expenses

The composition of our operating expenses for the three and nine months ended November 30, 2016 and November 30, 2015 was as follows:

Operating Expenses


	For the three months ended
	November 30, 2016		November 30, 2015
	($ in thousands)
Interest and debt financing expenses	$	2,369	$	2,129
Base management fees		1,220		1,092
Professional fees		330		348
Administrator expenses		342		325
Incentive management fees		395		404
Insurance		69		85
Directors fees and expenses		66		51
General and administrative and other expenses		232		352
Excise tax expense (credit)		—		—

Total expenses	$	5,023	$	4,786


	For the nine months ended
	November 30, 2016		November 30, 2015
	($ in thousands)
Interest and debt financing expenses	$	7,107	$	6,241
Base management fees		3,650		3,366
Professional fees		992		1,030
Administrator expenses		992		850
Incentive management fees		2,331		2,161
Insurance		210		260
Directors fees and expenses		192		153
General and administrative and other expenses		764		738
Excise tax expense (credit)		—		(123	)

Total expenses	$	16,238	$	14,676

For the three months ended November 30, 2016, total operating expenses increased $0.2 million, or 5.0% compared to the three months ended November 30, 2015. For the nine months ended November 30, 2016, total operating expenses increased $1.6 million, or 10.6% compared to the nine months ended November 30, 2015.

For the three and nine months ended November 30, 2016 and November 30, 2015, the increase in interest and debt financing expenses is primarily attributable to an increase in outstanding debt as compared to the prior year, with increased levels of outstanding SBA debentures, as well as additional notes being issued. Our SBA debentures increased from $79.0 million at November 30, 2015 to $112.7 million at November 30, 2016, and the 2020 Notes payable increased slightly from $61.4 million outstanding to $61.8 million outstanding for these same periods. For the three months ended November 30, 2016, the weighted average interest rate on our outstanding indebtedness was 4.66% compared to 5.07% for the three months ended November 30, 2015. For the nine months ended November 30, 2016, the weighted average interest rate on our outstanding indebtedness was 4.73% compared to 4.99% for the nine months ended November 30, 2015. For both periods, the decrease was primarily driven by an increase in SBA debentures that carry a lower interest rate and makes up a higher proportion of our overall debt this year partially offset by the increase in 2020 Notes payable that carry a higher interest rate. SBA debentures increased from 56.3% of overall debt as of November 30, 2015 to 64.6% as of November 30, 2016.

For the three months ended November 30, 2016, base management fees increased $0.1 million, or 11.8% compared to the three months ended November 30, 2015. For the nine months ended November 30, 2016, base management fees increased $0.3 million, or 8.4% compared to the nine months ended November 30, 2015. The increase in base management fees results from the 11.8% increase in the average value of our total assets, less cash and cash equivalents, from $250.1 million as of November 30, 2015 to $279.6 million as of November 30, 2016.

For the three and nine months ended November 30, 2016, professional fees decreased $0.02 million, or 5.0%, and decreased $0.04 million, or 3.8%, respectively, compared to the three and nine months ended November 30, 2015.

For the three months ended November 30, 2016, incentive management fees decreased $0.01 million, or 2.4%, compared to the three months ended November 30, 2015. The first part of the incentive management fees increased this year from $0.2 million to $0.8 million reflecting higher pre-incentive fee net investment income for the three months ended November 30, 2016. For the three months ended November 30, 2016, there was a reduction of $0.4 million in incentive management fees related to capital gains compared to a $0.2 million increase in expense as compared to the three months ended November 30, 2015, reflecting a $1.3 million net gain on investments for the three months ended November 30, 2015, as compared to a $1.8 million net loss on investments for the three months ended November 30, 2016.

For the nine months ended November 30, 2016, incentive management fees increased $0.2 million, or 7.9%, compared to the nine months ended November 30, 2015. The first part of the incentive management fees increased this year from $1.7 million to $2.2 million for the nine months ended November 30, 2016, reflecting a higher pre-incentive fee net investment income this year. However, the total incentive management fees increase was only $0.2 million as the incentive management fees related to capital gains decreased from $0.5 million to $0.1 million compared to the nine months ended November 30, 2015, reflecting a $4.5 million net gain on investments for the nine months ended November 30, 2015, as compared to a $1.6 million net gain on investments for the nine months ended November 30, 2016.

As discussed above, the increase in interest and debt financing expenses for the three and nine months ended November 30, 2016 as compared to the three and nine months ended November 30, 2015 is primarily attributable to an increase in the amount of outstanding debt. For the three and nine months ended November 30, 2016, there were no outstanding borrowings under the Credit Facility. For the three and nine months ended November 30, 2015, the weighted average interest rate on the outstanding borrowings under the Credit Facility was 6.00%. For the three months ended November 30, 2016 and November 30, 2015, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.08% and 3.25%, respectively. For the nine months ended November 30, 2016 and November 30, 2015, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.12% and 3.21%, respectively.

Net realized gains/(losses) on sales of investments

For the three months ended November 30, 2016, the Company had $23.8 million of sales, repayments, exits or restructurings resulting in $0.3 million of net realized gains. For the nine months ended November 30, 2016, the Company had $94.7 million of sales, repayments, exits or restructurings resulting in $12.3 million of net realized gains. The most significant realized gains during the nine months ended November 30, 2016 were as follows (dollars in thousands):

Nine Months ended November 30, 2016


Issuer	Asset Type	Gross Proceeds		Cost		Net Realized Gain
Take 5 Oil Change, L.L.C.	Common Stock	$	6,505	$	481	$	6,024
Legacy Cabinets, Inc.	Common Stock Voting A-1		2,320		221		2,099
Legacy Cabinets, Inc.	Common Stock Voting B-1		1,464		139		1,325

The $6.0 million of realized gain on our investment in Take 5 Oil Change, L.L.C. was due to the completion of a sales transaction with a strategic acquirer.

The $3.4 million of realized gains on our investments in Legacy Cabinets, Inc. were due to a period of steadily improving performance, leading up to our sale of shares in Legacy Cabinets, Inc.

For the three months ended November 30, 2015, the Company had $27.9 million of sales, repayments, exits or restructurings resulting in $0.4 million of net realized gains. For the nine months ended November 30, 2015, the Company had $62.7 million of sales, repayments, exits or restructurings resulting in $4.2 million of net realized gains. The most significant realized gains during the nine months ended November 30, 2015 were as follows (dollars in thousands):

Nine Months ended November 30, 2015


Issuer	Asset Type	Gross Proceeds		Cost		Net Realized Gain
Network Communications, Inc.	Common Stock	$	3,206	$	—	$	3,206
Community Investors, Inc.	Preferred Stock - A Shares 10%		464		135		329

The $3.2 million of realized gain on our investments in Network Communications, Inc. is due to the sale of the company to a third party and reflects the realization value pursuant to that transaction.

Net unrealized appreciation/(depreciation) on investments

For the three months ended November 30, 2016, our investments had net unrealized depreciation of $2.1 million versus net unrealized appreciation of $0.8 million for the three months ended November 30, 2015. For the nine months ended November 30, 2016, our investments had net unrealized depreciation of $10.7 million versus net unrealized appreciation of $0.2 million for the nine months ended November 30, 2015. The most significant cumulative changes in unrealized appreciation and depreciation for the nine months ended November 30, 2016, were the following (dollars in thousands):

Nine Months ended November 30, 2016


Issuer	Asset Type	Cost		Fair Value		Total Unrealized Depreciation			YTD Change in Unrealized Depreciation
Take 5 Oil Change, L.L.C.	Common Stock	$	—	$	—	$	—		$	(5,755	)
Legacy Cabinets, Inc.	Common Stock Voting A-1		—		—		—			(2,456	)
Legacy Cabinets, Inc.	Common Stock Voting B-1		—		—		—			(1,550	)
Elyria Foundry Company, L.L.C.	Common Stock		9,217		357		(8,860	)		(1,669	)

The $5.8 million of change in unrealized depreciation in our investment in Take 5 Oil Change, L.L.C. was driven by the completion of a sales transaction with a strategic acquirer. In realizing this gain as a result of the sale, unrealized appreciation was adjusted to zero, which resulted in a $5.8 million change in unrealized depreciation for the period.

The $4.0 million of change in unrealized depreciation in our investments in Legacy Cabinets, Inc. were driven by the completion of a sales transaction. In realizing these gains as a result of the sale, unrealized appreciation was adjusted to zero, which resulted in a $4.0 million change in unrealized depreciation for the period.

The $1.7 million of change in unrealized depreciation in our investment in Elyria Foundry Company, L.L.C. was driven by a decline in oil and gas end markets since year-end, negatively impacting the company’s performance.

The most significant cumulative changes in unrealized appreciation and depreciation for the nine months ended November 30, 2015, were the following (dollars in thousands):

Nine Months ended November 30, 2015


Issuer	Asset Type	Cost		Fair Value		Total Unrealized Appreciation/ (Depreciation)			YTD Change in Unrealized Appreciation/ (Depreciation)
Elyria Foundry Company, LLC	Common Stock	$	9,218	$	3,266	$	(5,952	)	$	(3,497	)
Targus Group International, Inc.	First Lien Term Loan		3,589		2,232		(1,357	)		(1,103	)
Saratoga CLO	Other/Structured Finance Securities		13,668		15,776		2,108			1,030

The $3.5 million unrealized depreciation in our investment in Elyria Foundry Company, LLC was primarily due to a decline in oil and gas end markets since year-end, negatively impacting the Company’s performance.

The $1.1 million unrealized depreciation in our investment in Targus Group International, Inc. was primarily due to a decline in earnings resulting from weakened demand in the company’s end markets.

The $1.0 million unrealized appreciation in our investment in the Saratoga CLO was primarily due to the quarterly distribution and a decline in the discount rate based on prevailing market conditions.

Changes in net assets resulting from operations

For the three months ended November 30, 2016 and November 30, 2015, we recorded a net increase in net assets resulting from operations of $1.6 million and $3.4 million, respectively. Based on 5,727,933 weighted average common shares outstanding as of November 30, 2016, our per share net increase in net assets resulting from operations was $0.27 for the three months ended November 30, 2016. This compares to a per share net increase in net assets resulting from operations of $0.61 for the three months ended November 30, 2015 based on 5,632,011 weighted average common shares outstanding as of November 30, 2015.

For the nine months ended November 30, 2016 and November 30, 2015, we recorded a net increase in net assets resulting from operations of $10.1 million and $12.0 million, respectively. Based on 5,735,443 weighted average common shares outstanding as of November 30, 2016, our per share net increase in net assets resulting from operations was $1.77 for the nine months ended November 30, 2016. This compares to a per share net increase in net assets resulting from operations of $2.18 for the nine months ended November 30, 2015 based on 5,533,094 weighted average common shares outstanding as of November 30, 2015.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We intend to continue to generate cash primarily from cash flows from operations, including interest earned from our investments in debt in middle market companies, 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.

Although we expect to fund the growth of our investment portfolio through the net proceeds from SBA debenture drawdowns and future equity offerings, including our dividend reinvestment plan (“DRIP”), and issuances of senior securities or future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our plans to raise capital will be successful. In this regard, because our common stock has historically traded at a price below our 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 have been and may continue to be limited in our ability to raise equity capital.

In addition, we intend to distribute to our stockholders substantially all of our taxable income in order to satisfy the distribution requirement applicable to RICs under the Code. In satisfying this distribution requirement, we have in the past relied on IRS 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. We may rely on these IRS private letter rulings in future periods to satisfy our RIC distribution requirement.

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. Our asset coverage ratio, as defined in the 1940 Act, was 306.6% as of November 30, 2016 and 302.5% as of February 29, 2016. 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.

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. Also, 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.

Madison revolving credit facility

Below is a summary of the terms of the senior secured revolving credit facility we entered into with Madison Capital Funding LLC (the “Credit Facility”) on June 30, 2010.

Availability. The Company can draw up to the lesser of (i) $40.0 million (the “Facility Amount”) and (ii) the product of the applicable advance rate (which varies from 50.0% to 75.0% depending on the type of loan asset) and the value, determined in accordance with the Credit 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 Credit 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 Credit 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.

Collateral. The Credit Facility is secured by substantially all of the assets of the Company (other than assets held by our SBIC subsidiary) 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 Credit 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 Credit Facility for the duration of the Revolving Period (defined below). Accrued interest and commitment fees are payable monthly. The Company was also obligated to pay certain other fees to the lenders in connection with the closing of the Credit Facility.

Revolving Period and Maturity Date. The Company may make and repay borrowings under the Credit Facility for a period of three years following the closing of the Credit 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 Credit 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 Credit Facility that the principal amount outstanding under the Credit 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”):

•

Interest Coverage Ratio. The ratio (expressed as a percentage) of interest collections with respect to pledged loan assets, less certain fees and expenses relating to the Credit Facility, to accrued interest and commitment fees and any breakage costs payable to the lenders under the Credit Facility for the last 6 payment periods must equal at least 175.0%.

•

Overcollateralization Ratio. The ratio (expressed as a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets plus the fair value of certain ineligible pledged loan assets and the CLO Notes (in each case, subject to certain adjustments) to outstanding borrowings under the Credit Facility plus the Unfunded Exposure Amount must equal at least 200.0%.

•

Weighted Average FMV Test. The aggregate adjusted or weighted value of “eligible” pledged loan assets as a percentage of the aggregate outstanding principal balance of “eligible” pledged loan assets must be equal to or greater than 72.0% and 80.0% during the one-year periods prior to the first and second anniversary of the closing date, respectively, and 85.0% at all times thereafter.

The Credit 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 Credit 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 Credit 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 15.0% 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”) 100.0% 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 Credit 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 Credit 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 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 5.0% 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 Credit 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 Credit Facility contains certain negative covenants, customary representations and warranties and affirmative covenants and events of default. The Credit 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 Credit Facility include, among other things, the following:

•

an Interest Coverage Ratio of less than 150.0%;

•

an Overcollateralization Ratio of less than 175.0%;

•

the filing of certain ERISA or tax liens;

•

the occurrence of certain “Manager Events” such as:

•

failure by Saratoga Investment Advisors and its affiliates to maintain collectively, directly or indirectly, a cash equity investment in the Company in an amount equal to at least $5,000,000 at any time prior to the third anniversary of the closing date;

•

failure of the Management Agreement between Saratoga Investment Advisors and the Company to be in full force and effect;

•

indictment or conviction of Saratoga Investment Advisors or any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of funds by Saratoga Investment Advisors or any “key person” and, in the case of “key persons,” without a reputable, experienced individual reasonably satisfactory to Madison Capital Funding appointed to replace such key person within 30 days;

•

resignation, termination, disability or death of a “key person” or failure of any “key person” to provide active participation in Saratoga Investment Advisors’ daily activities, all without a reputable, experienced individual reasonably satisfactory to Madison Capital Funding appointed within 30 days; or

•

occurrence of any event constituting “cause” under the Collateral Management Agreement between the Company and Saratoga CLO (the “CLO Management Agreement”), delivery of a notice under Section 12(c) of the CLO Management Agreement with respect to the removal of the Company as collateral manager or the Company ceases to act as collateral manager under the CLO Management Agreement.

Conditions to Acquisitions and Pledges of Loan Assets. The Credit 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 LLC 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 LLC in connection with the Credit 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:

•

expand the borrowing capacity under the Credit Facility from $40.0 million to $45.0 million;

•

remove the condition that we may not acquire additional loan assets without the prior written consent of the administrative agent.

On September 17, 2014, we entered into a second amendment to the Revolving Facility with Madison Capital Funding LLC to, among other things:

•

extend the commitment termination date from February 24, 2015 to September 17, 2017;

•

extend the maturity date of the Revolving Facility from February 24, 2020 to September 17, 2022 (unless terminated sooner upon certain events);

•

reduce the applicable margin rate on base rate borrowings from 4.50% to 3.75%, and on LIBOR borrowings from 5.50% to 4.75%; and

•

reduce the floor on base rate borrowings from 3.00% to 2.25%; and on LIBOR borrowings from 2.00% to 1.25%.

As of November 30, 2016, we had no outstanding borrowings under the Credit Facility and $112.7 million SBA-guaranteed debentures outstanding (which are discussed below). As of February 29, 2016, we had no outstanding borrowings under the Credit Facility and $103.7 million SBA-guaranteed debentures outstanding. Our borrowing base under the Credit Facility at November 30, 2016 and February 29, 2016 was $24.1 million and $21.8 million, respectively.

Our asset coverage ratio, as defined in the 1940 Act, was 306.6% as of November 30, 2016 and 302.5% as of February 29, 2016.

SBA-guaranteed debentures

In addition, 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. 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 $150.0 million when it has at least $75.0 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 November 30, 2016, our SBIC subsidiary had $75.0 million in regulatory capital and $112.7 million SBA-guaranteed debentures outstanding.

We received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from the definition of senior securities in the 200% asset coverage test under the 1940 Act. This allows us increased flexibility under the 200% asset coverage test by permitting us to borrow up to $150.0 million more than we would otherwise be able to absent the receipt of this exemptive relief.

Unsecured notes

In May 2013, we issued $48.3 million in aggregate principal amount of our 2020 Notes for net proceeds of $46.1 million after deducting underwriting commissions of $1.9 million and offering costs of $0.3 million. The proceeds included the underwriters’ full exercise of their overallotment option. Interest on these 2020 Notes is paid quarterly in arrears on February 15, May 15, August 15 and November 15, at a rate of 7.50% per year, beginning August 15, 2013. The 2020 Notes mature on May 31, 2020 and since May 31, 2016, may be redeemed in whole or in part at any time or from time to time at our option. In connection with the issuance of the 2020 Notes, we agreed to the following covenants for the period of time during which the 2020 Notes are outstanding:

•

we will not violate (whether or not we are subject to) Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, but giving effect to any exemptive relief granted to us by the SEC. Currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings.

•

we will not violate (regardless of whether we are subject to) Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, but giving effect to (i) any exemptive relief granted to us by the SEC and (ii) no-action relief granted by the SEC to another BDC (or to the Company if it determines to seek such similar no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act in order to maintain the BDC’s status as a regulated investment company under the Code. Currently these provisions generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, is below 200% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase.

The 2020 Notes are listed on the NYSE under the trading symbol “SAQ” with a par value of $25.00 per share.

On May 29, 2015, we entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. through which we may offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an ATM offering. As of November 30, 2016, we sold 539,725 bonds with a principal of $13,493,125 at an average price of $25.31 for aggregate net proceeds of $13,385,766 (net of transaction costs).

On December 21, 2016, we issued $74.5 million in aggregate principal amount of our 2023 Notes for net proceeds of $72.1 million after deducting underwriting commissions of approximately $2.0 million and offering costs of approximately $0.5 million. The issuance included the exercise of substantially all of the underwriters’ option to purchase an additional $9.8 million aggregate principal amount of 2023 Notes within 30 days. Interest on the 2023 Notes is paid quarterly in arrears on March 15, June 15, September 15 and December 15, at a rate of 6.75% per year, beginning March 30, 2017. The 2023 Notes mature on December 20, 2023, and commencing December 21, 2019, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering will be used to repay all of the outstanding indebtedness under the 2020 Notes, which amounts to $61.8 million, and for general corporate purposes in accordance with our investment objective and strategies.

At November 30, 2016 and February 29, 2016, the fair value of investments, cash and cash equivalents and cash and cash equivalents, reserve accounts was as follows:


	At November 30, 2016					At February 29, 2016
	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	($ in thousands)
Cash and cash equivalents	$	5,770		1.9	%	$	2,440		0.8	%
Cash and cash equivalents, reserve accounts		17,521		5.8			4,595		1.6
Syndicated loans		9,627		3.2			11,868		4.1
First lien term loans		160,460		53.3			144,643		49.7
Second lien term loans		80,195		26.7			88,178		30.3
Structured finance securities		15,266		5.1			12,828		4.4
Equity interests		12,022		4.0			26,479		9.1

Total	$	300,861		100.0	%	$	291,031		100.0	%

On September 24, 2014, we announced the approval of an open market share repurchase plan that allows it to repurchase up to 200,000 shares of our common stock at prices below our NAV as reported in its then most recently published consolidated financial statements, which was subsequently increased to 400,000 shares of our common stock. On October 5, 2016, our board of directors extended the open market share repurchase plan for another year to October 15, 2017 and increased the number of shares we are permitted to repurchase at prices below our NAV, as reported in its then most recently published consolidated financial statements, to 600,000 shares of our common stock. As of November 30, 2016, we purchased 214,391 shares of common stock, at the average price of $16.84 for approximately $3.6 million pursuant to this repurchase plan.

On October 5, 2016, our board of directors declared a dividend of $0.44 per share, which was paid on November 9, 2016, to common stockholders of record as of October 31, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.12 per share, which equaled the volume weighted average trading price per share of the common stock on October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016.

On August 8, 2016, our board of directors declared a special dividend of $0.20 per share, which was paid on September 5, 2016, to common stockholders of record as of August 24, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.06 per share, which equaled the volume weighted average trading price per share of the common stock on August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016.

On July 7, 2016, our board of directors declared a dividend of $0.43 per share, which was paid on August 9, 2016, to common stockholders of record as of July 29, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.32 per share, which equaled the volume weighted average trading price per share of the common stock on July 27, 28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016.

On March 31, 2016, our board of directors declared a dividend of $0.41 per share, which was paid on April 27, 2016, to common stockholders of record as of April 15, 2016. Shareholders had the option to receive payment of the dividend in cash, or

receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.43 per share, which equaled the volume weighted average trading price per share of the common stock on April 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016.

On January 12, 2016, our board of directors declared a dividend of $0.40 per share, which was paid on February 29, 2016, to common stockholders of record as of February 1, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.11 per share, which equaled the volume weighted average trading price per share of the common stock on February 16, 17, 18, 19, 22, 23, 24, 25, 26 and 29, 2016.

On October 7, 2015, our board of directors declared a dividend of $0.36 per share, which was paid on November 30, 2015, to common stockholders of record as of November 2, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.53 per share, which equaled the volume weighted average trading price per share of the common stock on November 16, 17, 18, 19, 20, 23, 24, 25, 27 and 30, 2015.

On July 8, 2015, our board of directors declared a dividend of $0.33 per share, which was paid on August 31, 2015, to common stockholders of record as of August 3, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.28 per share, which equaled the volume weighted average trading price per share of the common stock on August 18, 19, 20, 21, 24, 25, 26, 27, 28 and 31, 2015.

On May 14, 2015, our board of directors declared a special dividend of $1.00 per share, which was paid on June 5, 2015, to common stockholders of record as of May 26, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.47 per share, which equaled the volume weighted average trading price per share of the common stock on May 22, 26, 27, 28, 29 and June 1, 2, 3, 4 and 5, 2015.

On April 9, 2015, our board of directors declared a dividend of $0.27 per share, which was paid on May 29, 2015, to common stockholders of record as of May 4, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.78 per share, which equaled the volume weighted average trading price per share of the common stock on May 15, 18, 19, 20, 21, 22, 26, 27, 28 and 29, 2015.

On September 24, 2014, our board of directors declared a dividend of $0.22 per share, which was paid on February 27, 2015. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.97 per share, which equaled the volume weighted average trading price per share of the common stock on February 13, 17, 18, 19, 20, 23, 24, 25, 26 and 27, 2015.

Also on September 24, 2014, our board of directors declared a dividend of $0.18 per share, which was paid on November 28, 2014. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and 22,283 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.37 per share, which equaled the volume weighted average trading price per share of the common stock on November 14, 17, 18, 19, 20, 21, 24, 25, 26 and 28, 2014.

On October 30, 2013, our board of directors declared a dividend of $2.65 per share, which was paid on December 27, 2013, to common stockholders of record as of November 13, 2013. 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 $2.5 million or $0.53 per share. This dividend was declared in reliance on certain private letter rulings issued by the IRS 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 20.0% of the aggregate declared distribution.

Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 649,500 shares of common stock, or 13.7% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.439 per share, which equaled the volume weighted average trading price per share of the common stock on December 11, 13 and 16, 2013.

On November 9, 2012, our board of directors declared a dividend of $4.25 per share, which was paid on December 31, 2012, to common stockholders of record as of November 20, 2012. 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 $3.3 million or $0.85 per share.

Based on shareholder elections, the dividend consisted of $3.3 million in cash and 853,455 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.444 per share, which equaled the volume weighted average trading price per share of the common stock on December 14, 17 and 19, 2012.

On November 15, 2011, our board of directors declared a dividend of $3.00 per share, which was paid on December 30, 2011, to common stockholders of record as of 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 18.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.117067 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011.

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 least 10.0% 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 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 10.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.8049 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2010.

On November 13, 2009, our board of directors declared a dividend of $18.25 per share, which was paid on December 31, 2009, to common stockholders of record as of 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 864,872.5 shares of common stock, or 104.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 13.7% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $1.5099 per share, which equaled the volume weighted average trading price per share of the common stock on December 24 and 28, 2009.

We cannot provide any assurance that these measures will provide sufficient sources of liquidity to support our operations and growth.

Contractual obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations at November 30, 2016:


			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	$	174,453	$	—	$	—	$	61,793	$	112,660

Off-balance sheet arrangements

A summary of the composition of the unfunded commitments as of November 30, 2016 and February 29, 2016 is shown in the table below (dollars in thousands):


	As of
	November 30, 2016		February 29, 2016
Avionte Holdings, LLC	$	1,000	$	1,000
GreyHeller LLC		2,000		—
Identity Automation Systems		—		1,000

Total	$	3,000	$	2,000

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks have not changed materially from the risks reported in our Form 10-K for the year ended February 29, 2016.

ITEM 4. CONTROLS AND PROCEDURES

(a)

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, our chief executive officer and our chief financial officer have concluded that our current disclosure controls and procedures are effective in facilitating timely decisions regarding required disclosure of any material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

(b)	There have been no changes in our internal control over financial reporting that occurred during the quarter ended November 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On August 31, 2012, a complaint was filed in the United States Bankruptcy Court for the Southern District of New York by GSC Acquisition Holdings, LLC against us to recover, among other things, approximately $2.6 million for the benefit of the estates and the general unsecured creditors of GSC Group, Inc. and its affiliates, including the Company’s former investment adviser, GSCP (NJ), L.P. The complaint alleges that the former investment adviser made a constructively fraudulent transfer of $2.6 million in deferred incentive fees by waiving them in connection with the termination of the Management Agreement with us, and that the termination of the Management Agreement was itself a fraudulent transfer. These transfers, the complaint alleges, were made without receipt of reasonably equivalent value and while the former investment adviser was insolvent. The complaint has not yet been served, and the plaintiff’s motion for authority to prosecute the case on behalf of the estates was taken under advisement by the court on October 1, 2012. We opposed that motion. We believe that the claims in this lawsuit are without merit and, if the plaintiff is authorized to proceed, intend to vigorously defend against this action.

Except as discussed above, neither we nor our wholly-owned subsidiaries, Saratoga Investment Funding LLC and Saratoga Investment Corp. SBIC LP, are currently subject to any material legal proceedings.

Item 1A. Risk Factors

In addition to information set forth in this report, you should carefully consider the “Risk Factors” discussed in our annual report on Form 10-K for the year ended February 29, 2016, which could materially affect our business, financial condition and/or operating results. Additional risks or uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

ITEM 6. EXHIBITS

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):


Exhibit Number		Description of Document

31.1*		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1*		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

32.2*		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

*	Submitted herewith.

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: January 11, 2017	By:	/s/ CHRISTIAN L. OBERBECK
		Christian L. Oberbeck
		Chief Executive Officer

	By:	/s/ HENRI J. STEENKAMP
		Henri J. Steenkamp
		Chief Financial Officer and Chief Compliance Officer

EX-31.1

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 Quarterly Report on Form 10-Q 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:

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

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

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

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

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):

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

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

Date: January 11, 2017

/s/ CHRISTIAN L. OBERBECK

Christian L. Oberbeck

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Henri J. Steenkamp, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Saratoga Investment Corp.;

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

Date: January 11, 2017

/s/ HENRI J. STEENKAMP

Name: Henri J. Steenkamp

Chief Financial Officer and Chief Compliance Officer

EX-32.1

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 Quarterly Report of Saratoga Investment Corp. on Form 10-Q (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, 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: January 11, 2017

/s/ CHRISTIAN L. OBERBECK

Christian L. Oberbeck

Chief Executive Officer

EX-32.2

Exhibit 32.2

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

Henri J. Steenkamp, the Chief Financial Officer, Chief Compliance Officer and Secretary of Saratoga Investment Corp. 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: January 11, 2017

/s/ HENRI J. STEENKAMP

Name: Henri J. Steenkamp

Chief Financial Officer and Chief Compliance Officer