Saratoga Investment Corp. (NYSE:SAR) (“Saratoga Investment” or “the
Company”), a business development company (“BDC”), today announced
financial results for its 2022 fiscal year-end and fourth quarter.
Summary Financial Information
The Company’s summarized financial information
is as follows:
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For the year ended and as of February 28,
2022 |
|
|
For the year ended and as of February 28,
2021 |
|
|
For the year ended and as of February 29,
2020 |
|
|
($ thousands except per share) |
AUM |
817,567 |
|
|
554,313 |
|
485,632 |
|
NAV |
355,781 |
|
|
304,186 |
|
304,287 |
|
NAV per share |
29.33 |
|
|
27.25 |
|
27.13 |
|
Investment Income |
70,741 |
|
|
57,650 |
|
58,448 |
|
Net Investment Income per share |
1.74 |
|
|
2.07 |
|
1.59 |
|
Adjusted Net Investment Income per share |
2.24 |
|
|
2.02 |
|
2.49 |
|
Earnings per share |
3.99 |
|
|
1.32 |
|
5.98 |
|
Dividends per share (record date) |
1.92 |
|
|
1.23 |
|
2.21 |
|
Return on Equity – last twelve months |
13.9% |
|
|
5.0% |
|
23.6% |
|
Originations |
458,075 |
|
|
202,261 |
|
204,643 |
|
Repayments* |
226,931 |
|
|
130,259 |
|
167,253 |
|
|
|
|
|
|
|
|
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*Includes $42.9 million net realized gain for the year ended
February 29, 2020 |
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|
|
|
|
|
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|
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|
|
|
|
|
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For the three months ended and as of February 28,
2022 |
|
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For the three months ended and as of November 30,
2021 |
|
|
For the three months ended and as of February 28,
2021 |
|
|
($ in thousands except per share) |
AUM |
|
817,567 |
|
661,793 |
|
|
554,313 |
|
NAV |
|
355,781 |
|
324,602 |
|
|
304,186 |
|
NAV per share |
|
29.33 |
|
29.17 |
|
|
27.25 |
|
Investment Income |
|
18,981 |
|
16,502 |
|
|
16,215 |
|
Net Investment Income per share |
|
0.48 |
|
0.45 |
|
|
0.38 |
|
Adjusted Net Investment Income per share |
|
0.53 |
|
0.53 |
|
|
0.52 |
|
Earnings per share |
|
0.70 |
|
0.73 |
|
|
0.83 |
|
Dividends per share (declared) |
|
0.53 |
|
0.53 |
|
|
0.43 |
|
Return on Equity |
|
|
|
|
|
|
|
|
– last twelve months |
|
13.9% |
|
14.6% |
|
|
5.0% |
|
– annualized quarter |
|
9.6% |
|
10.0% |
|
|
12.3% |
|
Originations |
|
164,320 |
|
58,572 |
|
|
80,233 |
|
Repayments |
|
10,694 |
|
66,450 |
|
|
79,330 |
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“Our fiscal 2022 year represents twelve months
of performance that continues to demonstrate the resilience and
strength of Saratoga and our portfolio companies, while continuing
to grow our asset base in high quality credits. For the fourth
quarter in a row, our NAV per share of $29.33 has reached an
historic high, and we continue to believe Saratoga is well
positioned for potential future economic opportunities and
challenges,” said Christian L. Oberbeck, Chairman, Chief Executive
Officer and President of Saratoga Investment. “Our annual results
continue to highlight the strength of our financial position and
portfolio performance. These annual metrics include LTM return on
equity of 13.9%, adjusted NII per share of $2.24 and NAV per share
annual growth of $2.08 per share, or 8%. This quarter NAV per share
grew by $0.16 per share, or a 1% increase, reflecting the
seventeenth quarterly growth in the past nineteen quarters.
Adjusted NII per share for the recent fourth quarter was $0.53,
unchanged from last quarter and net of a $0.02 per share dilution
from our recent third and fourth quarter ATM equity share
issuances. Market activity continues to be extremely robust and we
continue to believe that balance sheet and liquidity strength, and
NAV preservation, remains paramount both for our BDC and our
portfolio companies, especially in this rising rate environment.
Our current capital structure at quarter-end was strong, with $356
million of equity supporting $313 million of long-term and
covenant-free non-SBIC debt, $185 million of long-term covenant
free SBIC debentures and $12.5 million of long-term revolving
borrowings. During this past quarter, we closed on an institutional
bond offering of $75.0 million of 4.35% notes due 2027 and just
last week we closed on a public baby bond offering of $87.5 million
of 6.0% notes due 2027, both of which have further strengthened the
capital base at our disposal. Our quarter-end regulatory leverage
of 209% provides substantial cushion above our 150% requirement,
and in addition to the $37.5 million we have available through our
revolving credit facility, on a pro forma basis including last
week’s offering net of offering costs, we have $138 million of pro
forma quarter-end cash and $76 million of available SBIC II
facilities to support our existing portfolio companies and finance
new opportunities. When deployed, we expect this capital to be
accretive to earnings. In February, our Board of Directors decided
to maintain our quarterly dividend level and declare a 53c per
share dividend for the quarter ended February 28, 2022.”
“As always, our primary focus is to remain
prudent and discerning in terms of originations in the robust
current environment, something we focused on extensively throughout
the whole year. We continue to bring new platform investments into
the portfolio, with investments in three new companies added this
fiscal quarter, in addition to the nineteen follow-on investments
continuing the success we have with follow-ons in existing
borrowers with strong business models and balance sheets.
Originations in fiscal 2022 totaled $458 million invested, with
$227 million of repayments. Reflecting the continued strength of
our pipeline, we have seen $164 million in originations and only
$11 million of repayments in our fourth quarter, with $79 million
of net originations since quarter-end. Our credit quality further
increased this quarter to 98.5% of credits rated in our highest
category, with no credits on non-accrual. With 77% of our
investments at year-end in first lien debt and generally supported
by strong enterprise values and balance sheets in industries that
have historically performed well in stressed situations, we believe
our portfolio is well structured for future market conditions. We
remain confident in our experienced management team, high
underwriting standards and ability to steadily grow portfolio size
and maintain quality and investment performance over the
long-term.”
Discussion of Financial Results for the Year and
Quarter ended February 28, 2022:
As of February 28, 2022, Saratoga Investment’s
assets under management (“AUM”) was $817.6 million, an increase of
47.5% from $554.3 million as of February 28, 2021, and an increase
of 23.5% from $661.8 million as of November 30, 2021. The annual
increase consists of $458.1 million in originations, offset by
$226.9 million of repayments and amortizations, reflecting both
continued strong pace of originations as well as the high and
ongoing lumpy nature of repayments. This past quarter, $164.3
million in originations was offset by repayments and amortizations
of $10.7 million. In addition, during the fourth quarter the fair
value of the portfolio increased by $2.9 million of net
realized and unrealized gains, representing an increase of 0.4% to
the overall portfolio, driven by the impact of changes to market
spreads, EBITDA multiples and/or revised portfolio company
performance on the year-end valuations. Saratoga Investment’s
portfolio remains strong, with 77.3% of the portfolio in first
liens, and a continued high level of investment quality in loan
investments, with 98.5% of its loans this quarter at its highest
internal rating. Saratoga Investment’s portfolio has a fair value
that is 2.7% in excess of its cost basis. This fiscal quarter’s
originations include three investments in new platforms, and
nineteen follow-ons in existing portfolio companies, including
drawdowns on committed facilities. Since Saratoga Investment took
over the management of the BDC, $763.8 million of repayments and
sales of investments originated by Saratoga Investment have
generated a gross unlevered IRR of 16.4%.
For the year ended February 28, 2022, total
investment income of $70.7 million increased by $13.1 million, or
22.7%, when compared to $57.7 million for the year ended February
28, 2021. For the three months ended February 28, 2022, total
investment income of $19.0 million increased by $2.8 million, or
17.1%, from $16.2 million as compared to the three months ended
February 28, 2021. This year’s investment income was generated from
an investment base that has grown by 47.5% since last year, and by
23.5% since last quarter. This asset growth was offset by lower
interest rates, with the weighted average current coupon on non-CLO
BDC investments decreasing from 9.6% to 8.5% year-over-year. The
total investment income increase of 15.0% from $16.5 million for
the quarter ended November 30, 2021 primarily reflects the partial
quarter impact of the growing asset base during this quarter.
As compared to the year and quarter ended
February 28, 2021, adjusted net investment income for the year
increased $3.1 million, or 13.9%, from $22.6 million to $25.7
million, and for the quarter increased $0.5 million, or 9.9%, from
$5.8 million to $6.4 million. The increases in investment
income was offset by (i) increased interest expense resulting from
the various new Notes Payable and SBA debentures issued during the
past year and quarter and (ii) increased base and incentive
management fees generated from the management of this larger pool
of investments. As compared to the three months ended November 30,
2021, adjusted net investment income for the quarter increased $0.3
million, or 4.3%, from $6.1 million last quarter, primarily due to
the changes in investment income noted above.
Total expenses for fiscal year 2022, excluding
interest and debt financing expenses, base management fees and
incentive fees and income and excise taxes, increased
from $6.3 million to $6.6 million as compared to
fiscal year 2021. This represented 0.9% of average total assets on
an annualized basis, down from 1.1% last year. For the quarters
ended February 28, 2022 and February 28, 2021, these expenses
remained unchanged at $1.8 million.
Net investment income on a weighted average per
share basis was $1.74 and $0.48 for the year and quarter ended
February 28, 2022. Adjusted for the incentive fee accrual related
to net capital gains, the net investment income on a weighted
average per share basis was $2.24 and $0.53, respectively. This
compares to adjusted net investment income per share of $2.02 and
$0.52 for the year and quarter ended February 28, 2021,
respectively, and $0.53 for the quarter ended November 30, 2021.
The weighted average common shares outstanding increased from 11.2
million to 11.5 million for the years ended February 28, 2021 and
February 28, 2022, respectively, increased from 11.2 million to
12.0 million for the quarters ended February 28, 2021 and February
28, 2022, respectively, and from 11.5 million for the quarter ended
November 30, 2021.
Net investment income yield as a percentage of
average net asset value (“Net Investment Income Yield”) was 6.1%
and 6.6% for the year and quarter ended February 28, 2022,
respectively. Adjusted for the incentive fee accrual related to net
capital gains, the Net Investment Income Yield was 7.8% and 7.3%,
respectively. In comparison, adjusted Net Investment Income Yield
was 7.6% and 7.7% for the year and quarter ended February 28, 2021,
respectively, and 7.3% for the quarter ended November 30, 2021.
Net Asset Value (“NAV”) was $355.8 million as of
February 28, 2022, an increase of $51.6 million from $304.2 million
as of February 28, 2021, and an increase of $13.2 million from
$342.6 million as of November 30, 2021.
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For the three months ended February 28, 2022, $5.8 million of net
investment income, $0.1 million in net realized gains from
investments, and $2.9 million of net unrealized appreciation on
investments were earned, offset by $0.2 million provision for
deferred taxes on unrealized appreciation on investments, $0.1
million realized losses on extinguishment of debt and $6.4 million
of dividends declared. In addition, $1.1 million of stock dividend
distributions were made through the Company’s dividend reinvestment
plan (“DRIP”), and $11.5 million of shares were issued under the
Company’s equity ATM program, offset by $1.3 million of shares
repurchased.
-
During the quarter ended February 28, 2022, the Company repurchased
50,000 shares at an average price of $25.86, and issued 392,826
shares at an average price of $29.31.
NAV per share was $29.33 as of February 28,
2022, compared to $27.25 as of February 28, 2021, and $29.17 as of
November 30, 2021.
-
For the three months ended February 28, 2022, NAV per share
increased by $0.16 per share, reflecting the $0.48 per share net
investment income and $0.24 per share net realized gains and
unrealized appreciation on investments, offset by the $0.02 per
share net change in income and deferred taxes on realized gains and
unrealized appreciation, the $0.53 per share third quarter dividend
paid out this quarter and $0.01 per share in realized losses on the
extinguishment of the Madison credit facility. There was zero
accretion or dilution from the share repurchases, DRIP and ATM
offering plan.
-
This is the highest level of NAV per share since Saratoga took over
the management of the Company, and reflects the seventeenth
increase in NAV per share over the past nineteen quarters.
Return on equity for the last twelve months
ended February 2022, was 13.9%, up from 5.0% for the comparable
period last year.
Earnings per share for the year and quarter
ended February 28, 2022, was $3.99 and $0.70, respectively,
compared to $1.32 and $0.83 for the same periods ended February 28,
2021, and $0.73 for the quarter ended November 30, 2021.
Investment portfolio activity for the year ended
February 28, 2022:
-
Cost of investments made during the period: $458.1 million,
including investments in eleven new portfolio companies.
-
Principal repayments during the period: $226.9 million, including
ten repayments of existing investments, plus amortization.
Investment portfolio activity for the quarter
ended February 28, 2022:
-
Cost of investments made during the period: $164.3 million,
including investments in three new portfolio companies.
-
Principal repayments during the period: $10.7 million, including
one repayment of an existing investment, plus amortization.
Additional Financial Information
For the fiscal quarter ended February 28, 2022,
Saratoga Investment reported net investment income of $5.8 million,
or $0.48 on a weighted average per share basis, net realized and
unrealized gains on investments of $2.7 million, or $0.23 on a
weighted average per share basis, and $0.1 million realized losses
on extinguishment of debt, or $0.01 on a weighted average per share
basis, resulting in a net increase in net assets from operations of
$8.4 million, or $0.70 on a weighted average per share basis. The
$2.7 million net gain on investments was comprised of $0.1 million
in net realized gains on investments and $2.9 million in net
unrealized appreciation on investments, offset by $0.2 million of
deferred tax benefit on unrealized appreciation on investments.
The $0.1 million net realized gain on
investments comprises an escrow payment. The $2.9
million net unrealized appreciation primarily reflects (i) the
$1.9 million unrealized appreciation on the Company’s PDDS
preferred stock investment, (ii) the $1.0 million unrealized
appreciation on the Company’s Artemis Wax preferred equity
investment, (iii) the $0.8 million unrealized appreciation on the
Company’s Netreo investment and (iv) the $1.0 million unrealized
appreciation on the Company’s Destiny equity investment, partially
offset by the $1.6 million and $1.1 million unrealized depreciation
on the Company’s CLO and JV equity investments, respectively,
reflecting the volatility in the broadly syndicated loan market as
of the end of year-end. In addition, there were numerous other net
appreciations across the overall portfolio, resulting in the
non-CLO portfolio total value increasing by 0.7% during the
quarter.
This is compared to the fiscal quarter ended
February 28, 2021, with net investment income of $4.3 million, or
$0.38 on a weighted average per share basis, net realized and
unrealized gain on investments of $5.1 million, or $0.46 on a
weighted average per share basis, and realized loss on
extinguishment of debt of $0.1 million, or $0.01 on a weighted
average per share basis, resulting in a net increase in net assets
from operations of $9.3 million, or $0.83 on a weighted average per
share basis.
For the fiscal year ended February 28, 2022,
Saratoga Investment reported net investment income of $19.9
million, or $1.74 on a weighted average per share basis, a net
realized and unrealized gain on investments of $28.2 million, or
$2.46 on a weighted average per share basis, and a realized loss on
extinguishment of debt of $2.4 million, or $0.21 on a weighted
average per share basis, resulting in a net increase in net assets
from operations of $45.7 million, or $3.99 on a weighted average
per share basis. This compared to the fiscal year ended February
28, 2021, with net investment income of $23.1 million, or $2.07 on
a weighted average per share basis, a net loss on investments of
$8.2 million, or $0.73 on a weighted average per share basis, and a
realized loss on extinguishment of $0.1 million, or $0.01 on a
weighted average share basis, resulting in a net increase in net
assets from operations of $14.8 million, or $1.32 on a weighted
average per share basis.
Portfolio and Investment Activity
As of February, 28, 2022, the fair value of
Saratoga Investment’s portfolio was $817.6 million (excluding $52.9
million in cash and cash equivalents), principally invested in 45
portfolio companies and one collateralized loan obligation fund
(“CLO”) and one joint venture fund (“JV”). The overall portfolio
composition consisted of 77.3% of first lien term loans, 5.4% of
second lien term loans, 1.9% of unsecured term loans, 4.7% of
subordinated notes in a CLO and 10.7% of common equity.
For the fiscal year ended February 28, 2022,
Saratoga Investment invested $458.1 million in eleven new portfolio
companies with 53 follow-on investments in existing portfolio
companies and had $226.9 million in aggregate amount of ten exits
and repayments, including realized gains, resulting in net
originations of $231.2 million for the year. For the fiscal quarter
ended February 28, 2022, Saratoga Investment invested $164.3
million in three new portfolio companies with 19 follow-ons in
existing portfolio companies and had $10.7 million in aggregate
amount of one exit and repayments, including realized gains,
resulting in net investments of $153.6 million for the quarter.
As of February 28, 2022, the weighted average
current yield on Saratoga Investment’s portfolio based on current
fair values was 7.7%, which was comprised of a weighted average
current yield of 8.3% on first lien term loans, 11.1% on second
lien term loans, 9.7% on unsecured term loans, 10.5% on CLO
subordinated notes and 0.0% on equity interests.
Portfolio Update:
Subsequent to quarter-end, Saratoga Investment
has executed approximately $84.5 million of new originations in two
new portfolio companies and seven follow-ons, and had repayments of
approximately $5.1 million in one exit, for a net increase in
investments of $79.4 million.
Liquidity and Capital Resources
On January 19, 2022, Saratoga Investment closed
a public offering of $75.0 million aggregate principal amount of
its 4.35% notes due 2027 (the “Notes”), which resulted in net
proceeds to the Company of approximately $72.8 million, based on a
public offering price of 99.317% of par, after deducting the
underwriting discount and the estimated offering expenses payable
by the Company. This results in the Notes having a
yield-to-maturity of approximately 4.50%.
As of February 28, 2022, Saratoga Investment had
$12.5 million in outstanding borrowings under its $50 million
senior secured revolving credit facility with Encina. At the same
time, Saratoga Investment had $86.0 million SBA debentures in its
SBIC I license outstanding, $99.0 million in SBA debentures in its
SBIC II license outstanding, $43.1 million of listed baby bonds
issued, an unsecured unlisted $250.0 million institutional bond
issuance, and three unlisted issuances of $20.0 million in total,
and an aggregate of $52.9 million in cash and cash equivalents.
With $37.5 million available under the
credit facility and the $52.9 million of cash and cash
equivalents as of February 28, 2022, Saratoga
Investment has a total of $90.4 million of undrawn
borrowing capacity and cash and cash equivalents for new
investments or to support its existing portfolio companies in the
BDC. In addition, Saratoga Investment has $76.0
million in undrawn SBA debentures from the most recently
approved SBIC II license to finance new SBIC-eligible portfolio
companies and support existing SBIC II investments. Availability
under the Encina credit facility can change depending on portfolio
company performance and valuation. In addition, certain follow-on
investments in SBIC I and the BDC will not qualify for SBIC II
funding. As of quarter-end, Saratoga
Investment had $29.4 million of committed undrawn
lending commitments and $59.0 million of discretionary
funding commitments.
On April 27, 2022, the Company issued $87.5
million in aggregate principal amount of 6.00% fixed-rate notes due
2027 (the “6.00% 2027 Notes”) for net proceeds of $84.5 million
after deducting underwriting commissions of $2.7 million and
offering costs of approximately $0.3 million. The issuance
included the underwriters’ option to purchase an additional $12.5
million aggregate principal amount of 6.00% 2027 Notes within 30
days. The 6.00% 2027 Notes will be listed on the NYSE under the
trading symbol “SAT” with a par value of $25.00 per share.
Interest on the 6.00% 2027 Notes is paid quarterly in arrears on
February 28, May 31, August 31 and November 30, at a rate of 6.00%
per year, beginning August 31, 2022. The 6.00% 2027 Notes mature on
April 30, 2027 and commencing April 27, 2024, may be redeemed in
whole or in part at any time or from time to time at our option.
The net proceeds from the offering will be used for general
corporate purposes in accordance with our investment objective and
strategies. The Company may use the net proceeds from this offering
to redeem all of the outstanding 7.25% fixed-rate notes due 2025,
which are callable by the Company commencing June 24, 2022. This
liquidity is accretive to the Saratoga Investment year-end
available liquidity.
On July 30, 2021, Saratoga Investment entered
into an equity distribution agreement with Ladenburg Thalmann &
Co. Inc. and Compass Point Research and Trading, LLC, through which
Saratoga Investment may offer for sale, from time to time, up to
$150.0 million of common stock through an ATM offering. As of
February 28, 2022, the Company sold 4,840,361 shares for gross
proceeds of $123.9 million at an average price of $25.61 for
aggregate net proceeds of $122.4 million (net of transaction
costs). During the three months ended February 28, 2022, the
Company sold 392,926 shares for gross proceeds of $11.5 million at
an average price of $29.31 for aggregate net proceeds of $11.4
million (net of transaction cost). During the year ended February
28, 2022, the Company sold 918,343 shares for gross proceeds of
$26.8 million at an average price of $29.22 for aggregate net
proceeds of $26.6 million (net of transaction cost).
Dividend
On February 24, 2022, Saratoga Investment
announced that its Board of Directors declared a quarterly dividend
of $0.53 per share for the fiscal quarter ended February 28, 2022,
paid on March 28, 2022, to all stockholders of record at the close
of business on March 14, 2022.
In fiscal year 2022, the Company also declared a
quarterly dividend of $0.43 per share for the fiscal quarter ended
February 28, 2021, $0.44 per share for the fiscal quarter ended May
31, 2021, $0.52 per share for the fiscal quarter ended August 31,
2021, and $0.53 per share for the fiscal quarter ended November 30,
2021.
In fiscal year 2021, the Company declared
quarterly dividends of $0.42 per share for the quarter ended
November 30, 2020, $0.41 per share for the quarter ended August 31,
2020 and $0.40 per share for the quarter ended May 31, 2020, for
total dividends in fiscal year 2021 of $1.23 per share. Total
dividends declared for the fiscal year ended February 29, 2020 was
$2.21 per share.
Shareholders have the option to receive payment
of dividends in cash or receive shares of common stock, pursuant to
the Company’s DRIP.
Share Repurchase Plan
In fiscal year 2015, the Company announced the
approval of an open market share repurchase plan that allows 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 financial
statements. During fiscal year 2017, the share repurchase plan was
increased to 600,000 shares of common stock, and during fiscal
years 2018 through 2022, this share repurchase plan was extended
for another year at the same level of approval, currently through
January 15, 2023. On May 4, 2020, the Board of Directors increased
the share repurchase plan to 1.3 million shares of common stock. As
of February 28, 2022, the Company purchased 508,435 shares of
common stock, at the average price of $19.35 for approximately $9.8
million pursuant to the Share Repurchase Plan. During the three
months ended February 28, 2022 the Company purchased 50,00 shares
of common stock, at the average price $25.86 for approximately $1.3
million pursuant to the Share Repurchase Plan. During the year
ended February 28, 2022 the Company purchased 99,623 shares of
common stock, at the average price $25.55 for approximately $2.5
million pursuant to the Share Repurchase Plan.
2022 Fiscal Year and Fourth Quarter Conference
Call/Webcast Information
When: |
Thursday, May
5, 2022 |
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1:00 p.m. Eastern Time (ET) |
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How: |
Call: Interested parties may participate by
dialing (877) 312-9208 (U.S. and Canada) or (678) 224-7872 (outside
U.S. and Canada). |
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A replay
of the call will be available from 4:00 p.m. ET on Thursday, May 5,
2022 through 4:00 p.m. ET on Thursday, May 12, 2022 by dialing
(855) 859-2056 (U.S. and Canada) or (404) 537-3406 (outside U.S.
and Canada), passcode for both replay numbers: 3259435. |
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Webcast: Interested parties may access a
simultaneous webcast of the call and find the FY and Q4 2022
presentation by going to the “Events & Presentations” section
of Saratoga Investment Corp.’s investor relations website,
http://ir.saratogainvestmentcorp.com/events-presentations |
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About Saratoga Investment Corp.
Saratoga Investment is a specialty finance
company that provides customized financing solutions to U.S.
middle-market businesses. The Company invests primarily in senior
and unitranche leveraged loans and mezzanine debt, and, to a lesser
extent, equity to provide financing for change of ownership
transactions, strategic acquisitions, recapitalizations and growth
initiatives in partnership with business owners, management teams
and financial sponsors. Saratoga Investment’s objective is to
create attractive risk-adjusted returns by generating current
income and long-term capital appreciation from its debt and equity
investments. Saratoga Investment has elected to be regulated as a
business development company under the Investment Company Act of
1940 and is externally-managed by Saratoga Investment Advisors,
LLC, an SEC-registered investment advisor focusing on credit-driven
strategies. Saratoga Investment owns two SBIC-licensed subsidiaries
and manages a $650 million collateralized loan obligation (“CLO”)
fund and a joint venture (“JV”) fund. It also owns 52% of the Class
F and 100% of the subordinated notes of the CLO, and 87.5% of both
the unsecured loans and membership interests of the JV. The
Company’s diverse funding sources, combined with a permanent
capital base, enable Saratoga Investment to provide a broad range
of financing solutions.
Forward Looking Statements
Statements included herein contain certain “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, which relate to future events or our future
performance or financial condition. Forward-looking statements can
be identified by the use of forward looking words such as
“outlook,” “believes,” “expects,” “potential,” “continues,” “may,”
“will,” “should,” “seeks,” “approximately,” “predicts,” “intends,”
“plans,” “estimates,” “anticipates” or negative versions of those
words, other comparable words or other statements that do not
relate to historical or factual matters. 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 statements are not guarantees of
future performance, condition or results and involve a number of
risks and uncertainties. Actual results may differ materially from
those in the forward-looking statements as a result of a number of
factors, including but not limited to the impact of the COVID-19
pandemic and the pandemic's impact on the U.S. and global economy,
as well as those described from time-to-time in our filings with
the Securities and Exchange Commission. Any forward-looking
statement speaks only as of the date on which it is made. Saratoga
Investment Corp. undertakes no duty to update any forward-looking
statements made herein or on the webcast/conference call, whether
as a result of new information, future developments or otherwise,
except as required by law.Financials
Saratoga Investment Corp. |
Consolidated Statements of Assets and
Liabilities |
|
|
|
|
|
|
|
February 28, 2022 |
|
February 28, 2021 |
|
|
|
|
|
ASSETS |
|
|
|
|
Investments at fair value |
|
|
|
|
Non-control/Non-affiliate investments (amortized cost of
$654,965,044 and $471,328,212, respectively) |
$ |
668,358,516 |
|
|
$ |
469,946,494 |
|
Affiliate investments (amortized cost of $46,224,927 and
$17,331,707, respectively) |
|
|
48,234,124 |
|
|
|
19,367,740 |
|
Control investments (amortized cost of $95,058,356 and $61,353,761,
respectively) |
|
|
100,974,715 |
|
|
|
64,998,481 |
|
Total investments at fair value (amortized cost of $796,248,327 and
$550,013,680, respectively) |
|
|
817,567,355 |
|
|
|
554,312,715 |
|
Cash and cash equivalents |
|
|
47,257,801 |
|
|
|
18,828,047 |
|
Cash and cash equivalents, reserve accounts |
|
|
5,612,541 |
|
|
|
11,087,027 |
|
Interest receivable (net of reserve of $0 and $1,152,086,
respectively) |
|
|
5,093,561 |
|
|
|
4,223,630 |
|
Due from affiliate |
|
|
90,968 |
|
|
|
2,719,000 |
|
Management fee receivable |
|
|
362,549 |
|
|
|
34,644 |
|
Other assets |
|
|
254,980 |
|
|
|
947,315 |
|
Total assets |
|
$ |
876,239,755 |
|
|
$ |
592,152,378 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Revolving credit facility |
|
$ |
12,500,000 |
|
|
$ |
- |
|
Deferred debt financing costs, revolving credit facility |
|
|
(1,191,115 |
) |
|
|
(639,982 |
) |
SBA debentures payable |
|
|
185,000,000 |
|
|
|
158,000,000 |
|
Deferred debt financing costs, SBA debentures payable |
|
|
(4,344,983 |
) |
|
|
(2,642,622 |
) |
6.25% Notes Payable 2025 |
|
|
- |
|
|
|
60,000,000 |
|
Deferred debt financing costs, 6.25% notes payable 2025 |
|
|
- |
|
|
|
(1,675,064 |
) |
7.25% Notes Payable 2025 |
|
|
43,125,000 |
|
|
|
43,125,000 |
|
Deferred debt financing costs, 7.25% notes payable 2025 |
|
|
(1,078,201 |
) |
|
|
(1,401,307 |
) |
7.75% Notes Payable 2025 |
|
|
5,000,000 |
|
|
|
5,000,000 |
|
Deferred debt financing costs, 7.75% notes payable 2025 |
|
|
(184,375 |
) |
|
|
(239,222 |
) |
4.375% Notes Payable 2026 |
|
|
175,000,000 |
|
|
|
- |
|
Premium on 4.375% notes payable 2026 |
|
|
1,086,013 |
|
|
|
- |
|
Deferred debt financing costs, 4.375% notes payable 2026 |
|
|
(3,395,435 |
) |
|
|
- |
|
4.35% Notes Payable 2027 |
|
|
75,000,000 |
|
|
|
- |
|
Discount on 4.35% notes payable 2027 |
|
|
(499,263 |
) |
|
|
- |
|
Deferred debt financing costs, 4.35% notes payable 2027 |
|
|
(1,722,908 |
) |
|
|
- |
|
6.25% Notes Payable 2027 |
|
|
15,000,000 |
|
|
|
15,000,000 |
|
Deferred debt financing costs, 6.25% notes payable 2027 |
|
|
(416,253 |
) |
|
|
(476,820 |
) |
Base management and incentive fees payable |
|
|
12,947,025 |
|
|
|
6,556,674 |
|
Deferred tax liability |
|
|
1,249,015 |
|
|
|
1,922,664 |
|
Accounts payable and accrued expenses |
|
|
799,058 |
|
|
|
1,750,266 |
|
Current income tax payable |
|
|
2,820,036 |
|
|
|
- |
|
Interest and debt fees payable |
|
|
2,801,621 |
|
|
|
2,645,784 |
|
Directors fees payable |
|
|
70,000 |
|
|
|
70,500 |
|
Due to manager |
|
|
263,814 |
|
|
|
279,065 |
|
Excise tax payable |
|
|
630,183 |
|
|
|
691,672 |
|
Total liabilities |
|
|
520,459,232 |
|
|
|
287,966,608 |
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
NET ASSETS |
|
|
|
|
Common stock, par value $0.001, 100,000,000 common shares |
|
|
|
|
authorized, 12,131,350 and 11,161,416 common shares issued and
outstanding, respectively |
|
|
12,131 |
|
|
|
11,161 |
|
Capital in excess of par value |
|
|
328,062,246 |
|
|
|
304,874,957 |
|
Total distributable earnings (deficit) |
|
|
27,706,146 |
|
|
|
(700,348 |
) |
Total net assets |
|
|
355,780,523 |
|
|
|
304,185,770 |
|
Total liabilities and net assets |
|
$ |
876,239,755 |
|
|
$ |
592,152,378 |
|
NET ASSET VALUE PER SHARE |
|
$ |
29.33 |
|
|
$ |
27.25 |
|
|
|
|
|
|
Asset Coverage Ratio |
|
|
209.3 |
% |
|
|
347.1 |
% |
|
|
|
|
|
Saratoga Investment Corp. |
Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
February 28, 2022 |
|
February 28, 2021 |
INVESTMENT INCOME |
|
|
|
|
Interest from investments |
|
|
|
|
Interest income: |
|
|
|
|
Non-control/Non-affiliate investments |
|
$ |
12,681,863 |
|
|
$ |
11,036,031 |
|
Affiliate investments |
|
|
975,504 |
|
|
|
451,423 |
|
Control investments |
|
|
1,729,509 |
|
|
|
1,811,065 |
|
Payment-in-kind interest income: |
|
|
|
|
Non-control/Non-affiliate investments |
|
|
147,876 |
|
|
|
1,126,193 |
|
Affiliate investments |
|
|
- |
|
|
|
29,052 |
|
Control investments |
|
|
28,788 |
|
|
|
45,209 |
|
Total interest from investments |
|
|
15,563,540 |
|
|
|
14,498,973 |
|
Interest from cash and cash equivalents |
|
|
1,023 |
|
|
|
433 |
|
Management fee income |
|
|
813,998 |
|
|
|
623,801 |
|
Dividend Income* |
|
|
330,672 |
|
|
|
145,246 |
|
Structuring and advisory fee income |
|
|
1,385,022 |
|
|
|
358,745 |
|
Other income* |
|
|
886,456 |
|
|
|
587,583 |
|
Total investment income |
|
|
18,980,711 |
|
|
|
16,214,781 |
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
Interest and debt financing expenses |
|
|
5,512,697 |
|
|
|
4,135,008 |
|
Base management fees |
|
|
3,217,048 |
|
|
|
2,404,351 |
|
Incentive management fees expense |
|
|
2,095,881 |
|
|
|
2,937,132 |
|
Professional fees |
|
|
514,758 |
|
|
|
448,522 |
|
Administrator expenses |
|
|
750,000 |
|
|
|
693,750 |
|
Insurance |
|
|
90,636 |
|
|
|
83,066 |
|
Directors fees and expenses |
|
|
70,000 |
|
|
|
95,000 |
|
General & administrative |
|
|
360,329 |
|
|
|
464,921 |
|
Income tax expense (benefit) |
|
|
(57,731 |
) |
|
|
(27,637 |
) |
Excise tax expense (credit) |
|
|
630,183 |
|
|
|
691,672 |
|
Total operating expenses |
|
|
13,183,801 |
|
|
|
11,925,785 |
|
NET INVESTMENT INCOME |
|
|
5,796,910 |
|
|
|
4,288,996 |
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS |
|
|
|
|
Net realized gain (loss) from investments: |
|
|
|
|
Non-control/Non-affiliate investments |
|
|
69,664 |
|
|
|
- |
|
Affiliate investments |
|
|
- |
|
|
|
(8,726,013 |
) |
Control investments |
|
|
- |
|
|
|
- |
|
Net realized gain (loss) from investments |
|
|
69,664 |
|
|
|
(8,726,013 |
) |
Income tax (provision) benefit from realized gain on
investments |
|
|
9,612 |
|
|
|
- |
|
Net change in unrealized appreciation (depreciation) on
investments: |
|
|
|
|
Non-control/Non-affiliate investments |
|
|
3,182,153 |
|
|
|
5,654,556 |
|
Affiliate investments |
|
|
1,641,850 |
|
|
|
8,970,702 |
|
Control investments |
|
|
(1,950,511 |
) |
|
|
(287,799 |
) |
Net change in unrealized appreciation on investments |
|
|
2,873,492 |
|
|
|
14,337,459 |
|
Net change in provision for deferred taxes on unrealized
(appreciation) depreciation on investments |
|
|
(226,702 |
) |
|
|
(515,796 |
) |
Net realized and unrealized gain on investments |
|
|
2,726,066 |
|
|
|
5,095,650 |
|
Realized losses on extinguishment of debt |
|
|
(118,147 |
) |
|
|
(128,617 |
) |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
8,404,829 |
|
|
$ |
9,256,029 |
|
|
|
|
|
|
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE |
|
$ |
0.70 |
|
|
$ |
0.83 |
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED |
|
|
12,039,885 |
|
|
|
11,159,010 |
|
|
|
|
|
|
* Certain prior period amounts have been reclassified to conform to
current period presentation. |
|
|
|
|
|
|
|
|
|
Saratoga Investment Corp. |
Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
February 28, 2022 |
|
February 28, 2021 |
|
February 28, 2020 |
INVESTMENT INCOME |
|
|
|
|
|
|
Interest from investments |
|
|
|
|
|
|
Interest income: |
|
|
|
|
|
|
Non-control/Non-affiliate investments |
|
$ |
46,369,544 |
|
|
$ |
41,621,899 |
|
|
$ |
36,252,113 |
|
Affiliate investments |
|
|
3,308,471 |
|
|
|
1,656,263 |
|
|
|
1,230,578 |
|
Control investments |
|
|
7,345,691 |
|
|
|
5,848,980 |
|
|
|
6,175,120 |
|
Payment-in-kind interest income: |
|
|
|
|
|
|
Non-control/Non-affiliate investments |
|
|
1,150,695 |
|
|
|
2,251,499 |
|
|
|
816,041 |
|
Affiliate investments |
|
|
- |
|
|
|
172,626 |
|
|
|
167,836 |
|
Control investments |
|
|
327,171 |
|
|
|
162,658 |
|
|
|
3,405,307 |
|
Total interest from investments |
|
|
58,501,572 |
|
|
|
51,713,925 |
|
|
|
48,046,995 |
|
Interest from cash and cash equivalents |
|
|
3,584 |
|
|
|
14,609 |
|
|
|
536,053 |
|
Management fee income |
|
|
3,262,591 |
|
|
|
2,507,626 |
|
|
|
2,503,804 |
|
Dividend Income* |
|
|
1,925,791 |
|
|
|
158,045 |
|
|
|
215,893 |
|
Structuring and advisory fee income |
|
|
4,307,647 |
|
|
|
2,157,405 |
|
|
|
5,286,475 |
|
Other income* |
|
|
2,739,372 |
|
|
|
1,098,646 |
|
|
|
1,858,971 |
|
Total investment income |
|
|
70,740,557 |
|
|
|
57,650,256 |
|
|
|
58,448,191 |
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
Interest and debt financing expenses |
|
|
19,880,693 |
|
|
|
13,587,201 |
|
|
|
14,682,611 |
|
Base management fees |
|
|
11,901,729 |
|
|
|
9,098,495 |
|
|
|
8,098,995 |
|
Incentive management fees expense |
|
|
11,794,208 |
|
|
|
4,903,499 |
|
|
|
14,163,776 |
|
Professional fees |
|
|
1,378,134 |
|
|
|
1,705,942 |
|
|
|
1,684,089 |
|
Administrator expenses |
|
|
2,906,250 |
|
|
|
2,545,833 |
|
|
|
2,131,250 |
|
Insurance |
|
|
348,671 |
|
|
|
285,529 |
|
|
|
259,981 |
|
Directors fees and expenses |
|
|
335,596 |
|
|
|
290,000 |
|
|
|
277,500 |
|
General & administrative |
|
|
1,661,932 |
|
|
|
1,428,293 |
|
|
|
1,326,457 |
|
Income tax expense (benefit) |
|
|
(39,649 |
) |
|
|
667 |
|
|
|
961,995 |
|
Excise tax expense (credit) |
|
|
630,183 |
|
|
|
691,672 |
|
|
|
- |
|
Total operating expenses |
|
|
50,797,747 |
|
|
|
34,537,131 |
|
|
|
43,586,654 |
|
NET INVESTMENT INCOME |
|
|
19,942,810 |
|
|
|
23,113,125 |
|
|
|
14,861,537 |
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS |
|
|
|
|
|
|
Net realized gain (loss) from investments: |
|
|
|
|
|
|
Non-control/Non-affiliate investments |
|
|
6,209,737 |
|
|
|
22,207 |
|
|
|
11,651,990 |
|
Affiliate investments |
|
|
7,328,457 |
|
|
|
(8,726,013 |
) |
|
|
- |
|
Control investments |
|
|
(139,867 |
) |
|
|
- |
|
|
|
31,225,165 |
|
Net realized gain (loss) from investments |
|
|
13,398,327 |
|
|
|
(8,703,806 |
) |
|
|
42,877,155 |
|
Income tax (provision) benefit from realized gain on
investments |
|
|
(2,886,444 |
) |
|
|
(3,895,354 |
) |
|
|
- |
|
Net change in unrealized appreciation (depreciation) on
investments: |
|
|
|
|
|
|
Non-control/Non-affiliate investments |
|
|
14,775,190 |
|
|
|
(3,817,921 |
) |
|
|
3,060,964 |
|
Affiliate investments |
|
|
(26,836 |
) |
|
|
7,549,096 |
|
|
|
1,538,572 |
|
Control investments |
|
|
2,271,639 |
|
|
|
1,235,147 |
|
|
|
(5,370,450 |
) |
Net change in unrealized appreciation (depreciation) on
investments |
|
|
17,019,993 |
|
|
|
4,966,322 |
|
|
|
(770,914 |
) |
Net change in provision for deferred taxes on unrealized
(appreciation) depreciation on investments |
|
|
694,908 |
|
|
|
(574,634 |
) |
|
|
354,349 |
|
Net realized and unrealized gain (loss) on investments |
|
|
28,226,784 |
|
|
|
(8,207,472 |
) |
|
|
42,460,590 |
|
Realized losses on extinguishment of debt |
|
|
(2,434,410 |
) |
|
|
(128,617 |
) |
|
|
(1,583,266 |
) |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
45,735,184 |
|
|
$ |
14,777,036 |
|
|
$ |
55,738,861 |
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE |
|
$ |
3.99 |
|
|
$ |
1.32 |
|
|
$ |
5.98 |
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED |
|
|
11,456,631 |
|
|
|
11,188,629 |
|
|
|
9,319,192 |
|
|
|
|
|
|
|
|
* Certain prior period amounts have been reclassified to conform to
current period presentation. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information Regarding Adjusted Net
Investment Income, Adjusted Net Investment Income Yield and
Adjusted Net Investment Income per share
On a supplemental basis, Saratoga Investment
provides information relating to adjusted net investment income,
adjusted net investment income yield and adjusted net investment
income per share, which are non-GAAP measures. These measures are
provided in addition to, but not as a substitute for, net
investment income, net investment income yield and net investment
income per share. Adjusted net investment income represents net
investment income excluding any capital gains incentive fee expense
or reversal attributable to realized and unrealized gains. The
management agreement with the Company’s advisor provides that a
capital gains incentive fee is determined and paid annually with
respect to cumulative realized capital gains (but not unrealized
capital gains) to the extent such realized capital gains exceed
realized and unrealized losses for such year. In addition, Saratoga
Investment accrues, but does not pay, a capital gains incentive fee
in connection with any unrealized capital appreciation, as
appropriate. All capital gains incentive fees are presented within
net investment income within the Consolidated Statements of
Operations, but the associated realized and unrealized gains and
losses that these incentive fees relate to, are excluded. As such,
Saratoga Investment believes that adjusted net investment income,
adjusted net investment income yield and adjusted net investment
income per share is a useful indicator of operations exclusive of
any capital gains incentive fee expense or reversal attributable to
gains. In addition, adjusted net investment income also
excludes the interest expense and amortization of deferred
financing costs related to the 2025 notes during the call notice
period while the 2026 notes were already issued and outstanding.
Both these expenses are directly attributable to the issuance of
the 2026 notes and the subsequent repayment of the 2025 notes, and
are deemed to be non-recurring in nature and not representative of
the operations of Saratoga Investment. The presentation of
this additional information is not meant to be considered in
isolation or as a substitute for financial results prepared in
accordance with GAAP. The following table provides a reconciliation
of net investment income to adjusted net investment income, net
investment income yield to adjusted net investment income yield and
net investment income per share to adjusted net investment income
per share for the years ended February 28, 2022, February 28, 2021
and February 29, 2020, and the quarters ended February 28, 2022 and
February 28, 2021.
|
For the Years Ended |
|
February 28, 2022 |
February 28, 2021 |
February 29, 2020 |
|
|
|
|
Net Investment Income |
$ |
19,942,810 |
|
$ |
23,113,125 |
|
$ |
14,861,537 |
|
Changes in accrued capital gains incentive fee expense/
reversal |
|
5,485,024 |
|
|
(543,735 |
) |
|
8,359,207 |
|
Interest expense on 2025 Notes during call period |
|
274,439 |
|
|
- |
|
|
- |
|
Adjusted net investment income |
|
25,702,273 |
|
|
22,569,390 |
|
|
23,220,744 |
|
|
|
|
|
Net
investment income yield |
|
6.1% |
|
|
7.8% |
|
|
6.3% |
|
Changes in accrued capital gains incentive fee expense/
reversal |
|
1.6% |
|
|
(0.2%) |
|
|
3.6% |
|
Interest expense on 2025 Notes during call period |
|
0.1% |
|
|
- |
|
|
- |
|
Adjusted net investment income yield (1) |
|
7.8% |
|
|
7.6% |
|
|
9.9% |
|
|
|
|
|
Net
investment income per share |
$ |
1.74 |
|
$ |
2.07 |
|
$ |
1.59 |
|
Changes in accrued capital gains incentive fee expense/
reversal |
|
0.48 |
|
|
(0.05 |
) |
|
0.90 |
|
Interest expense on 2025 Notes during call period |
|
0.02 |
|
|
- |
|
|
- |
|
Adjusted net investment income per share (2) |
$ |
2.24 |
|
$ |
2.02 |
|
$ |
2.49 |
|
(1) |
Adjusted net investment income is calculated as adjusted net
investment income divided by average net asset value. |
(2) |
Adjusted net investment income per share is calculated as adjusted
net investment income divided by weighted average common shares
outstanding. |
|
|
|
|
|
For the Quarters Ended |
|
February 28, 2022 |
|
February 28, 2021 |
|
|
|
|
|
|
|
|
Net Investment Income |
$ |
5,796,910 |
|
|
$ |
4,288,966 |
|
Changes
in accrued capital gains incentive fee expense/ reversal |
|
557,432 |
|
|
|
1,491,312 |
|
Adjusted
net investment income |
|
6,354,342 |
|
|
|
5,780,309 |
|
|
|
|
Net
investment income yield |
|
6.6% |
|
|
|
5.7% |
|
Changes
in accrued capital gains incentive fee expense/ reversal |
|
0.7% |
|
|
|
2.0% |
|
Adjusted
net investment income yield (1) |
|
7.3% |
|
|
|
7.7% |
|
|
|
|
Net
investment income per share |
$ |
0.48 |
|
|
$ |
0.38 |
|
Changes
in accrued capital gains incentive fee expense/ reversal |
|
0.05 |
|
|
|
0.14 |
|
Adjusted
net investment income per share (2) |
$ |
0.53 |
|
|
$ |
0.52 |
|
(1) |
Adjusted net investment income yield is calculated as adjusted net
investment income divided by average net asset value. |
(2) |
Adjusted net investment income per share is calculated as adjusted
net investment income divided by weighted average common shares
outstanding. |
|
|
Contact: Henri
SteenkampSaratoga Investment Corp.212-906-7800
Roland TomfordeBroadgate
Consultants212-232-2222
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