Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - SARATOGA INVESTMENT CORP. | a10-19142_1ex32d2.htm |
| EX-31.2 - EX-31.2 - SARATOGA INVESTMENT CORP. | a10-19142_1ex31d2.htm |
| EX-32.1 - EX-32.1 - SARATOGA INVESTMENT CORP. | a10-19142_1ex32d1.htm |
| EX-31.1 - EX-31.1 - SARATOGA INVESTMENT CORP. | a10-19142_1ex31d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended August 31, 2010
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 1-33376
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.) |
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535 Madison Avenue |
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|
|
(Address of principal executive office) |
|
(Zip Code) |
(212) 906-7800
(Registrant’s telephone number, including area code)
GSC Investment Corp.
500 Campus Drive, Suite 220
Florham Park, NJ 07932
(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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark 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):
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Large Accelerated Filer o |
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Accelerated Filer o |
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|
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Non-Accelerated Filer x |
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Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of October 11, 2010 was 2,680,842.
SARATOGA INVESTMENT CORP.
FORM 10-Q FOR THE QUARTER ENDED AUGUST 31, 2010
Saratoga Investment Corp.
Consolidated Statement of Assets and Liabilities
|
|
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As of |
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||||
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August 31, 2010 |
|
February 28, 2010 |
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||
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|
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(unaudited) |
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|
ASSETS |
|
|
|
|
|
||
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|
|
|
|
|
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||
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Investments at fair value |
|
|
|
|
|
||
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Non-control/non-affiliate investments (amortized cost of $113,282,140 and $117,678,275, respectively) |
|
$ |
71,577,499 |
|
$ |
72,674,847 |
|
|
Control investments (cost of $29,233,097 and $29,233,097, respectively) |
|
22,837,839 |
|
16,698,303 |
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||
|
Total investments at fair value (amortized cost of $142,515,237 and $146,911,372, respectively) |
|
94,415,338 |
|
89,373,150 |
|
||
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Cash and cash equivalents |
|
1,863,196 |
|
3,352,434 |
|
||
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Cash and cash equivalents, securitization accounts |
|
307,730 |
|
225,424 |
|
||
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Outstanding interest rate cap at fair value (cost of $131,000 and $131,000, respectively) |
|
23,718 |
|
42,147 |
|
||
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Interest receivable (net of reserve of $3,916,107 and $2,120,309, respectively) |
|
1,877,374 |
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3,473,961 |
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||
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Deferred credit facility financing costs, net |
|
1,974,687 |
|
— |
|
||
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Management fee receivable |
|
231,638 |
|
327,928 |
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||
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Other assets |
|
299,790 |
|
140,272 |
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|
|
|
|
|
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||
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Total assets |
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$ |
100,993,471 |
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$ |
96,935,316 |
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|
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LIABILITIES |
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Revolving credit facility |
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$ |
20,000,000 |
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$ |
36,992,222 |
|
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Management and incentive fees payable |
|
423,442 |
|
3,071,093 |
|
||
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Accounts payable and accrued expenses |
|
682,401 |
|
1,111,081 |
|
||
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Interest and credit facility fees payable |
|
170,057 |
|
267,166 |
|
||
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Due to manager |
|
70,000 |
|
15,602 |
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||
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Total liabilities |
|
$ |
21,345,900 |
|
$ |
41,457,164 |
|
|
|
|
|
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|
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NET ASSETS |
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|
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Common stock, par value $.001 and $.001 per share, respectively, 100,000,000 common shares authorized, 2,680,842 and 1,694,011 common shares issued and outstanding, respectively |
|
$ |
2,681 |
|
$ |
1,694 |
|
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Capital in excess of par value |
|
143,153,372 |
|
128,339,497 |
|
||
|
Accumulated undistributed net investment loss |
|
(362,207 |
) |
(2,846,135 |
) |
||
|
Accumulated net realized loss from investments and derivatives |
|
(14,939,093 |
) |
(12,389,830 |
) |
||
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Net unrealized depreciation on investments and derivatives |
|
(48,207,182 |
) |
(57,627,074 |
) |
||
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Total Net Assets |
|
79,647,571 |
|
55,478,152 |
|
||
|
|
|
|
|
|
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Total liabilities and Net Assets |
|
$ |
100,993,471 |
|
$ |
96,935,316 |
|
|
|
|
|
|
|
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NET ASSET VALUE PER SHARE * |
|
$ |
29.71 |
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$ |
32.75 |
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* Net Asset Value per share and end of period shares outstanding for the year ended February 28, 2010 have been adjusted to reflect a one-for-ten reverse stock split in August 2010.
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements of Operations
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For the three months ended |
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For the six months ended |
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2010 |
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2009 |
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2010 |
|
2009 |
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||||
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
||||
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INVESTMENT INCOME |
|
|
|
|
|
|
|
|
|
||||
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Interest from investments |
|
|
|
|
|
|
|
|
|
||||
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Non-control/Non-affiliate investments |
|
$ |
1,749,678 |
|
$ |
2,654,665 |
|
$ |
3,366,945 |
|
$ |
5,973,505 |
|
|
Control investments |
|
816,802 |
|
449,485 |
|
1,469,522 |
|
1,317,714 |
|
||||
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Total interest income |
|
2,566,480 |
|
3,104,150 |
|
4,836,467 |
|
7,291,219 |
|
||||
|
Interest from cash and cash equivalents |
|
863 |
|
6,991 |
|
1,182 |
|
20,182 |
|
||||
|
Management fee income |
|
508,071 |
|
516,939 |
|
1,014,856 |
|
1,037,931 |
|
||||
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Other income |
|
37,633 |
|
57,278 |
|
71,192 |
|
100,412 |
|
||||
|
Total investment income |
|
3,113,047 |
|
3,685,358 |
|
5,923,697 |
|
8,449,744 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
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EXPENSES |
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|
|
|
|
|
|
|
|
||||
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Interest and credit facility financing expenses |
|
738,147 |
|
1,405,548 |
|
1,569,268 |
|
2,048,441 |
|
||||
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Base management fees |
|
423,442 |
|
505,314 |
|
834,831 |
|
1,053,058 |
|
||||
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Professional fees |
|
1,614,588 |
|
341,998 |
|
2,757,125 |
|
681,778 |
|
||||
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Administrator expenses |
|
173,425 |
|
171,861 |
|
328,562 |
|
343,722 |
|
||||
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Incentive management fees |
|
— |
|
— |
|
— |
|
322,183 |
|
||||
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Insurance |
|
171,596 |
|
223,459 |
|
366,250 |
|
429,476 |
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||||
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Directors fees and expenses |
|
108,233 |
|
63,136 |
|
272,844 |
|
145,136 |
|
||||
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General & administrative |
|
141,461 |
|
66,145 |
|
205,597 |
|
125,925 |
|
||||
|
Expenses before expense waiver and reimbursement |
|
3,370,892 |
|
2,777,461 |
|
6,334,477 |
|
5,149,719 |
|
||||
|
Expense reimbursement |
|
(103,425 |
) |
(171,861 |
) |
(258,562 |
) |
(343,722 |
) |
||||
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Waiver of deferred incentive management fees |
|
(2,636,146 |
) |
— |
|
(2,636,146 |
) |
— |
|
||||
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Total expenses net of expense waiver and reimbursement |
|
631,321 |
|
2,605,600 |
|
3,439,769 |
|
4,805,997 |
|
||||
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|
|
|
|
|
|
|
|
|
|
||||
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NET INVESTMENT INCOME |
|
2,481,726 |
|
1,079,758 |
|
2,483,928 |
|
3,643,747 |
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||||
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REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
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|
|
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|
|
|
|
|
||||
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Net realized gain/(loss) from investments |
|
2,147 |
|
(1,024,796 |
) |
(2,549,263 |
) |
(1,029,948 |
) |
||||
|
Net unrealized appreciation/(depreciation) on investments |
|
4,214,508 |
|
(16,157,371 |
) |
9,438,323 |
|
(13,388,079 |
) |
||||
|
Net unrealized appreciation/(depreciation) on derivatives |
|
1,438 |
|
14,147 |
|
(18,431 |
) |
49,834 |
|
||||
|
Net gain/(loss) on investments |
|
4,218,093 |
|
(17,168,020 |
) |
6,870,629 |
|
(14,368,193 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
6,699,819 |
|
$ |
(16,088,262 |
) |
$ |
9,354,557 |
|
$ |
(10,724,446 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||
|
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE * |
|
$ |
3.27 |
|
$ |
(19.40 |
) |
$ |
5.00 |
|
$ |
(12.93 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||
|
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING - BASIC AND DILUTED * |
|
2,047,985 |
|
829,138 |
|
1,870,998 |
|
829,138 |
|
||||
* Earnings per share and weighted average shares outstanding for the three and six months ended August 31, 2009 have been adjusted to reflect a one-for-ten reverse stock split in August 2010.
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Schedule of Investments
August 31, 2010
|
Company (a) |
|
Industry |
|
Investment/Interest |
|
Principal/ |
|
Cost |
|
Fair Value (c) |
|
% of |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
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Non-control/Non-affiliated investments - 89.9% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
GFSI Inc (d) |
|
Apparel |
|
Senior Secured Notes |
|
$ |
7,082,000 |
|
$ |
7,082,000 |
|
$ |
7,082,000 |
|
8.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Legacy Cabinets Holdings (d, i) |
|
Building Products |
|
Common Stock Voting A-1 |
|
2,535 |
|
220,900 |
|
153,368 |
|
0.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Legacy Cabinets Holdings (d, i) |
|
Building Products |
|
Common Stock Voting B-1 |
|
1,600 |
|
139,424 |
|
96,800 |
|
0.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Legacy Cabinets, Inc. (d, i) |
|
Building Products |
|
First Lien Term Loan |
|
$ |
284,442 |
|
284,442 |
|
104,988 |
|
0.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Building Products |
|
288,577 |
|
644,766 |
|
355,156 |
|
0.4 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Hopkins Manufacturing Corporation (d) |
|
Consumer Products |
|
Second Lien Term Loan |
|
$ |
3,250,000 |
|
3,248,490 |
|
3,143,400 |
|
4.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Targus Holdings, Inc. (d) |
|
Consumer Products |
|
First Lien Term Loan |
|
$ |
3,148,692 |
|
3,004,957 |
|
2,865,310 |
|
3.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Targus Holdings, Inc. (d) |
|
Consumer Products |
|
Unsecured Notes |
|
$ |
1,538,235 |
|
1,538,235 |
|
799,882 |
|
1.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Targus Holdings, Inc. (d, i) |
|
Consumer Products |
|
Common Stock |
|
62,413 |
|
566,765 |
|
1,934,803 |
|
2.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Consumer Products |
|
7,999,340 |
|
8,358,447 |
|
8,743,395 |
|
11.0 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
CFF Acquisition LLC (d) |
|
Consumer Services |
|
First Lien Term Loan |
|
$ |
305,679 |
|
305,679 |
|
257,504 |
|
0.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
M/C Acquisition Corp., LLC (d) |
|
Education |
|
First Lien Term Loan |
|
$ |
846,088 |
|
846,088 |
|
451,134 |
|
0.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
M/C Acquisition Corp., LLC (d, i) |
|
Education |
|
Class A Common Stock |
|
166,327 |
|
30,241 |
|
9,980 |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Education |
|
1,012,415 |
|
876,329 |
|
461,114 |
|
0.6 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Advanced Lighting Technologies, Inc. (d) |
|
Electronics |
|
Second Lien Term Loan |
|
$ |
2,000,000 |
|
1,836,874 |
|
1,687,600 |
|
2.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Dekko Technologies, LLC (d) |
|
Electronics |
|
Second Lien Term Loan |
|
$ |
7,054,278 |
|
7,054,278 |
|
5,540,430 |
|
7.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Electronics |
|
9,054,278 |
|
8,891,152 |
|
7,228,030 |
|
9.1 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
USS Parent Holding Corp. (d, i) |
|
Environmental |
|
Non Voting Common Stock |
|
765 |
|
133,002 |
|
109,349 |
|
0.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
USS Parent Holding Corp. (d, i) |
|
Environmental |
|
Voting Common Stock |
|
17,396 |
|
3,025,798 |
|
2,487,692 |
|
3.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Environmental |
|
18,161 |
|
3,158,800 |
|
2,597,041 |
|
3.3 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Bankruptcy Management Solutions, Inc. (d) |
|
Financial Services |
|
Second Lien Term Loan |
|
$ |
4,812,500 |
|
4,792,880 |
|
938,438 |
|
1.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Big Train, Inc. (d) |
|
Food and Beverage |
|
First Lien Term Loan |
|
$ |
1,813,585 |
|
1,428,581 |
|
1,623,158 |
|
2.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
IDI Acquisition Corp. (d) |
|
Healthcare Services |
|
Senior Secured Notes |
|
$ |
3,800,000 |
|
3,710,136 |
|
3,800,000 |
|
4.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
PRACS Institute, LTD (d) |
|
Healthcare Services |
|
Second Lien Term Loan |
|
$ |
4,093,750 |
|
4,064,286 |
|
2,824,688 |
|
3.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Healthcare Services |
|
7,893,750 |
|
7,774,422 |
|
6,624,688 |
|
8.3 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
McMillin Companies LLC (d) |
|
Homebuilding |
|
Senior Secured Notes |
|
$ |
7,700,000 |
|
7,377,356 |
|
3,831,520 |
|
4.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Worldwide Express Operations, LLC (d) |
|
Logistics |
|
First Lien Term Loan |
|
$ |
2,845,129 |
|
2,841,814 |
|
2,417,221 |
|
3.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Jason Incorporated (d, i) |
|
Manufacturing |
|
Unsecured Notes |
|
$ |
12,000,000 |
|
12,000,000 |
|
1,110,000 |
|
1.4 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Jason Incorporated (d, i) |
|
Manufacturing |
|
Unsecured Notes |
|
$ |
1,700,000 |
|
1,700,000 |
|
157,250 |
|
0.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Specialized Technology Resources, Inc. (d) |
|
Manufacturing |
|
Second Lien Term Loan |
|
$ |
5,000,000 |
|
4,816,241 |
|
4,867,500 |
|
6.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Manufacturing |
|
18,700,000 |
|
18,516,241 |
|
6,134,750 |
|
7.7 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Elyria Foundry Company, LLC (d) |
|
Metals |
|
Senior Secured Notes |
|
$ |
5,000,000 |
|
4,899,689 |
|
4,250,000 |
|
5.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Elyria Foundry Company, LLC (d, i) |
|
Metals |
|
Warrants to Purchase Limited Liability Company Interests |
|
3,000 |
|
— |
|
— |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Metals |
|
5,003,000 |
|
4,899,689 |
|
4,250,000 |
|
5.3 |
% |
|||||
|
Company (a) |
|
Industry |
|
Investment/Interest |
|
Principal/ |
|
Cost |
|
Fair Value (c) |
|
% of |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Abitibi-Consolidated Company of Canada (d, e, i) |
|
Natural Resources |
|
First Lien Term Loan |
|
$ |
2,948,640 |
|
2,948,640 |
|
2,886,718 |
|
3.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Grant U.S. Holdings LLP (d, e, i) |
|
Natural Resources |
|
Second Lien Term Loan |
|
$ |
6,349,512 |
|
6,349,348 |
|
365,732 |
|
0.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Natural Resources |
|
9,298,152 |
|
9,297,988 |
|
3,252,450 |
|
4.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Energy Alloys, LLC (d, i) |
|
Oil and Gas |
|
Second Lien Term Loan |
|
$ |
6,332,715 |
|
6,332,715 |
|
101,323 |
|
0.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Energy Alloys, LLC (d, i) |
|
Oil and Gas |
|
Warrants to Purchase Limited Liability Company Interests |
|
3 |
|
— |
|
— |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Oil and Gas |
|
6,332,718 |
|
6,332,715 |
|
101,323 |
|
0.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Terphane Holdings Corp. (d, e, i, j) |
|
Packaging |
|
Senior Secured Notes |
|
$ |
4,850,000 |
|
4,850,000 |
|
4,735,540 |
|
6.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Terphane Holdings Corp. (d, e, i, j) |
|
Packaging |
|
Senior Secured Notes |
|
$ |
5,087,250 |
|
5,087,250 |
|
4,967,191 |
|
6.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Terphane Holdings Corp. (d, e, i, j) |
|
Packaging |
|
Senior Secured Notes 9.70%, 6/15/2010 |
|
$ |
500,000 |
|
500,000 |
|
488,200 |
|
0.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Packaging |
|
10,437,250 |
|
10,437,250 |
|
10,190,931 |
|
12.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Brown Publishing Company (d, i) |
|
Publishing |
|
Second Lien Term Loan |
|
$ |
1,203,226 |
|
1,198,390 |
|
— |
|
0.0 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Network Communications, Inc. (d, i) |
|
Publishing |
|
Unsecured Notes |
|
$ |
5,000,000 |
|
5,059,814 |
|
2,099,000 |
|
2.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Penton Media, Inc. (d) |
|
Publishing |
|
First Lien Term Loan 5.00%, 8/1/2014 |
|
$ |
4,840,468 |
|
4,007,827 |
|
3,389,780 |
|
4.3 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Publishing |
|
11,043,694 |
|
10,266,031 |
|
5,488,780 |
|
6.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Sub Total Non-control/Non-affiliated investments |
|
|
|
|
|
|
|
113,282,140 |
|
71,577,499 |
|
89.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Control investments - 28.6% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
GSC Partners CDO GP III, LP (h, i) |
|
Financial Services |
|
100% General Partnership Interest |
|
— |
|
— |
|
— |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
GSC Investment Corp. CLO 2007 LTD. (c, f, h) |
|
Structured Finance Securities |
|
Other/Structured Finance
Securities |
|
$ |
30,000,000 |
|
29,233,097 |
|
22,837,839 |
|
28.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Sub Total Control investments |
|
|
|
|
|
|
|
29,233,097 |
|
22,837,839 |
|
28.6 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Affiliate investments - 0.0% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
GSC Partners CDO GP III, LP (g, i) |
|
Financial Services |
|
6.24% Limited Partnership Interest |
|
— |
|
— |
|
— |
|
0.0 |
% |
|||
|
Sub Total Affiliate investments |
|
|
|
|
|
|
|
— |
|
— |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
TOTAL INVESTMENT ASSETS - 118.5% (b) |
|
|
|
|
|
|
|
$ |
142,515,237 |
|
$ |
94,415,338 |
|
118.5 |
% |
|
|
Outstanding interest rate cap |
|
Interest rate |
|
Maturity |
|
Notional |
|
Cost |
|
Fair Value |
|
% of |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Interest rate cap |
|
8.0 |
% |
2/9/2014 |
|
$ |
34,285,714 |
|
$ |
87,000 |
|
$ |
16,475 |
|
0.0 |
% |
|
Interest rate cap |
|
8.0 |
% |
11/30/2013 |
|
26,433,408 |
|
44,000 |
|
7,243 |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Sub Total Outstanding interest rate cap |
|
|
|
|
|
|
|
$ |
131,000 |
|
$ |
23,718 |
|
0.0 |
% |
|
(a) All of our equity and debt investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except Abitibi-Consolidated Company of Canada, Grant U.S. Holdings LLP, GSC Investment Corp. CLO 2007 Ltd., Terphane Holdings Corp., and GSC Partners CDO GP III, LP.
(b) Percentages are based on net assets of $79,647,571 as of August 31, 2010.
(c) 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) Non-U.S. company. The principal place of business for Terphane Holdings Corp is Brazil, and for Abitibi-Consolidated Company of Canada and Grant U.S. Holdings LLP is Canada.
(f) 12.91% represents the modeled effective interest rate that is expected to be earned over the life of the investment.
(g) As defined in the Investment Company Act, we are an “Affiliate” of this portfolio company because we own 5% or more of the portfolio company’s outstanding voting securities. Transactions during the period ended August 31, 2009 in which the issuer was an Affiliate are as follows:
|
|
|
|
|
|
|
|
|
Interest |
|
Management |
|
Net Realized |
|
Net unrealized |
|
|||||||
|
Company |
|
Purchases |
|
Redemptions |
|
Sales (cost) |
|
Income |
|
fee income |
|
gains/(losses) |
|
gains/(losses) |
|
|||||||
|
GSC Partners CDO GP III, LP |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
(h) As defined in the Investment Company Act, we “Control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the period in which the issuer was both an Affiliate and a portfolio company that we Control are as follows:
|
|
|
|
|
|
|
|
|
Interest |
|
Management |
|
Net Realized |
|
Net unrealized |
|
|||||||
|
Company |
|
Purchases |
|
Redemptions |
|
Sales (cost) |
|
Income |
|
fee income |
|
gains/(losses) |
|
gains/(losses) |
|
|||||||
|
GSC Investment Corp. CLO 2007 LTD. |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
1,469,522 |
|
$ |
1,014,856 |
|
$ |
— |
|
$ |
6,139,536 |
|
|
GSC Partners CDO GP III, LP |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
(i) Non-income producing at August 31, 2010.
(j) Loan is in forebearance at August 31, 2010. See Note 14 Subsequent Event for further detail.
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2010
|
Company (a) |
|
Industry |
|
Investment/Interest |
|
Principal/ |
|
Cost |
|
Fair Value (c) |
|
% of |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Non-control/Non-affiliated investments - 131.0% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
GFSI Inc (d) |
|
Apparel |
|
Senior Secured Notes |
|
$ |
7,082,000 |
|
$ |
7,082,000 |
|
$ |
6,909,907 |
|
12.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Legacy Cabinets, Inc. (d, i) |
|
Building Products |
|
First Lien Term Loan |
|
$ |
1,479,842 |
|
1,463,159 |
|
444,841 |
|
0.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Legacy Cabinets, Inc. (d, i) |
|
Building Products |
|
Second Lien Term Loan |
|
$ |
1,862,420 |
|
1,828,197 |
|
85,113 |
|
0.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Building Products |
|
3,342,262 |
|
3,291,356 |
|
529,954 |
|
1.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Hopkins Manufacturing Corporation (d) |
|
Consumer Products |
|
Second Lien Term Loan |
|
$ |
3,250,000 |
|
3,247,947 |
|
3,003,650 |
|
5.4 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Targus Group International, Inc. (d) |
|
Consumer Products |
|
First Lien Term Loan |
|
$ |
3,109,712 |
|
2,936,092 |
|
2,738,101 |
|
4.9 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Targus Holdings, Inc. (d) |
|
Consumer Products |
|
Unsecured Notes |
|
$ |
1,538,235 |
|
1,538,235 |
|
1,529,467 |
|
2.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Targus Holdings, Inc. (d, i) |
|
Consumer Products |
|
Common Stock |
|
62,413 |
|
566,765 |
|
237,169 |
|
0.4 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Total Consumer Products |
|
7,960,360 |
|
8,289,039 |
|
7,508,387 |
|
13.5 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
CFF Acquisition LLC (d) |
|
Consumer Services |
|
First Lien Term Loan |
|
$ |
306,855 |
|
306,855 |
|
255,242 |
|
0.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
M/C Communications, LLC (d) |
|
Education |
|
First Lien Term Loan |
|
$ |
831,174 |
|
831,174 |
|
616,897 |
|
1.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
M/C Communications, LLC (d, i) |
|
Education |
|
Class A Common Stock |
|
166,327 |
|
30,241 |
|
16,633 |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Education |
|
997,501 |
|
861,415 |
|
633,530 |
|
1.1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Advanced Lighting Technologies, Inc. (d) |
|
Electronics |
|
Second Lien Term Loan |
|
$ |
2,000,000 |
|
1,814,950 |
|
1,764,600 |
|
3.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Group Dekko (d) |
|
Electronics |
|
Second Lien Term Loan |
|
$ |
6,913,293 |
|
6,913,293 |
|
4,852,440 |
|
8.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Electronics |
|
8,913,293 |
|
8,728,243 |
|
6,617,040 |
|
11.9 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
USS Parent Holding Corp. (d, i) |
|
Environmental |
|
Non Voting Common Stock |
|
765 |
|
133,002 |
|
86,745 |
|
0.2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
USS Parent Holding Corp. (d, i) |
|
Environmental |
|
Voting Common Stock |
|
17,396 |
|
3,025,798 |
|
1,973,453 |
|
3.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Environmental |
|
18,161 |
|
3,158,800 |
|
2,060,198 |
|
3.7 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Bankruptcy Management Solutions, Inc. (d) |
|
Financial Services |
|
Second Lien Term Loan |
|
$ |
4,837,500 |
|
4,814,623 |
|
983,464 |
|
1.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Big Train, Inc. (d) |
|
Food and Beverage |
|
First Lien Term Loan |
|
$ |
1,931,121 |
|
1,451,316 |
|
1,696,876 |
|
3.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
IDI Acquisition Corp. (d) |
|
Healthcare Services |
|
Senior Secured Notes |
|
$ |
3,800,000 |
|
3,679,489 |
|
3,620,640 |
|
6.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
PRACS Institute, LTD (d) |
|
Healthcare Services |
|
Second Lien Term Loan |
|
$ |
4,093,750 |
|
4,058,633 |
|
3,568,931 |
|
6.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
Total Healthcare Services |
|
7,893,750 |
|
7,738,122 |
|
7,189,571 |
|
13.0 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
McMillin Companies LLC (d) |
|
Homebuilding |
|
Senior Secured Notes |
|
$ |
7,700,000 |
|
7,334,121 |
|
3,634,400 |
|
6.6 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Worldwide Express Operations, LLC (d) |
|
Logistics |
|
First Lien Term Loan |
|
$ |
2,820,467 |
|
2,816,547 |
|
2,230,143 |
|
4.1 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Jason Incorporated (d, i) |
|
Manufacturing |
|
Unsecured Notes |
|
$ |
12,000,000 |
|
12,000,000 |
|
1,478,400 |
|
2.7 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Jason Incorporated (d, i) |
|
Manufacturing |
|
Unsecured Notes |
|
$ |
1,700,000 |
|
1,700,000 |
|
209,440 |
|
0.4 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Specialized Technology Resources, Inc. (d) |
|
Manufacturing |
|
Second Lien Term Loan |
|
$ |
5,000,000 |
|
4,799,666 |
|
4,711,000 |
|
8.4 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Manufacturing |
|
18,700,000 |
|
18,499,666 |
|
6,398,840 |
|
11.5 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Elyria Foundry Company, LLC (d) |
|
Metals |
|
Senior Secured Notes |
|
$ |
5,000,000 |
|
4,883,382 |
|
3,785,500 |
|
6.8 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Elyria Foundry Company, LLC (d, i) |
|
Metals |
|
Warrants to Purchase Limited Liability Company Interests |
|
3,000 |
|
— |
|
8,610 |
|
0.0 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Total Metals |
|
5,003,000 |
|
4,883,382 |
|
3,794,110 |
|
6.8 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Abitibi-Consolidated Company of Canada (d, e) |
|
Natural Resources |
|
First Lien Term Loan |
|
$ |
2,948,639 |
|
2,948,639 |
|
2,830,694 |
|
5.1 |
% |
||
|
Company (a) |
|
Industry |
|
Investment/Interest |
|
Principal/ |
|
Cost |
|
Fair Value (c) |
|
% of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant U.S. Holdings LLP (d, e, i) |
|
Natural Resources |
|
Second Lien Term Loan |
|
$ |
6,349,512 |
|
6,349,348 |
|
158,738 |
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Natural Resources |
|
9,298,151 |
|
9,297,987 |
|
2,989,432 |
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Alloys, LLC (d) |
|
Oil and Gas |
|
Second Lien Term Loan |
|
$ |
6,239,318 |
|
6,239,318 |
|
1,128,693 |
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Alloys, LLC (d, i) |
|
Oil and Gas |
|
Warrants to Purchase Limited Liability Company Interests |
|
3 |
|
— |
|
— |
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Oil and Gas |
|
6,239,321 |
|
6,239,318 |
|
1,128,693 |
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e) |
|
Packaging |
|
Senior Secured Notes |
|
$ |
4,850,000 |
|
4,850,000 |
|
4,549,785 |
|
8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e) |
|
Packaging |
|
Senior Secured Notes |
|
$ |
5,087,250 |
|
5,087,250 |
|
4,772,349 |
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e) |
|
Packaging |
|
Senior Secured Notes |
|
$ |
500,000 |
|
500,000 |
|
469,050 |
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|