Saratoga Investment Corp

Corp's 2025 Fiscal Third Quarter Financial Results Conference Call. Please note that today's call is being recorded. During today's presentation, all parties will be in a listen-only mode. Following management's prepared remarks, we will open the line for questions. At this time, I would like to turn the call over to Saratoga Investment Corp's Chief Financial and Chief Compliance Officer, Mr. Henry Steenkamp. Please go ahead, sir. Thank you.

I would like to welcome everyone to Saratoga Investment Corp's 2025 Fiscal Third Quarter Earnings Conference Call. Today's conference call includes forward-looking statements and projections. We ask you to refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these forward-looking statements and projections. We do not undertake to update our forward-looking statements unless required to do so by law. Today we will be referencing a presentation during our call. You can find our fiscal third quarter 2025 shareholder presentation in the events and presentations section of our investor relations website. A link to our IR page is in the earnings press release distributed last night. A replay of this conference call will also be available. Please refer to our earnings press release for details. I would now like to turn the call over to our chairman and chief executive officer, Christian Oberbeck, who will be making a few introductory remarks.

Thank you, Henry, and welcome, everyone. Saratoga Investment Corp. highlights this quarter includes sequential quarterly increase of adjusted NII, excluding the effect of one-time null and interest reserve reversal, improved latest 12 months return on equity of 9.2%, reflecting the solid, high-quality nature of our existing portfolio, Another increase in total NAV and steady NAV per share. Healthy originations in both new and existing portfolio companies, while also experiencing outsized redemptions of successful investments. And continued over-earning of our dividends. The substantial over-earning of the dividend this quarter continues to support the current level of dividends, increases NAV, supports increased portfolio growth, and provides a cushion against adverse events. This quarter's earnings reflects the impact of the past six-month trend of decreasing levels of interest rates and spreads on Saratoga Investments' largely floating rate assets, while not yet recognizing the full-time impact of the recent outsized repayments seen this quarter. The cost of most long-term balance sheet liabilities are largely fixed, though callable either now or in the near future, in the context of the significant level of available cash currently creating a negative arbitrage Management is evaluating the use of such calls prospectively to reduce current debt. From an overall investment value and current yield perspective, our annualized third quarter dividend of 74 cents per share implies a 12.2% dividend yield based on the stock price of 24.21 per share on January 7, 2025, or 90% of our third quarter's NAV. During the quarter, we began to see the early stages of a potential increase in M&A in the lower middle market, reflecting in multiple repayments during the quarter, in addition to significant new originations. As was the case in previous quarters, our strong reputation and differentiated market positioning, combined with our ongoing development of sponsor relationships, continues to create attractive investment opportunities from high-quality sponsors, despite lower overall mergers and acquisitions volumes, and elevated interest rate levels. We believe Saratoga continues to be favorably situated for potential future economic opportunities as well as challenges. At the foundation of our strong operating performance is the high-quality nature, resilience, and balance of our $960 million portfolio in the current environment. Where we have encountered significant challenges in four of our portfolio companies over the past year, we've completed decisive action and resolved all four of these companies' challenges through two sales and two restructurings. Our current core non-CLO portfolio was marked down slightly by $1.4 million this quarter, and the CLO and JV were marked down by $4 million. This was offset by net realized gains of $1.2 million this quarter on various repayments, most notably the INVITA investment, and the $7.7 million of escrow realized gains, mainly from the former NETRIO investment, resulting in $3.5 million of total net reduction in portfolio value during the quarter. Our total portfolio fair value is now 0.7% below cost, while our core non-CLO portfolio is 3% above cost. Our originations this quarter were elevated as we began to see the effect of declining interest rates and increased M&A activity in the market. Deployments during the quarter included $85 million in two new portfolio company investments and eight follow-on investments in existing portfolio companies that we know well, all with sound business models and strong balance sheets. Our quarter-end cash position grew to $250 million, largely due to an outsized $160 million of repayments of successful investments in five portfolio companies and amortizations. exceeding the substantial $85 million of originations. The repayments include the recognition of a $4.8 million realized gain, along with $67 million of debt repayments from our successful five-year INVITA investment. This increase in our cash position improved our effective leverage from 160.1% regulatory leverage to 183.2% net leverage, netting available cash against outstanding debt. Our overall credit quality for this quarter remains steady, with 99.7% of credits rated in our highest category, with the two investments currently still on non-accrual status being Zollage and Pepper Palace, both of which have been successfully restructured, each representing only 0.3% of both fair value and cost. With 86.8% of our investments at quarter end in first lien debt and our overall portfolio generally supported by strong enterprise values and balance sheets, in industries that have historically performed well in stressed situations, we believe our portfolio and leverage are well-structured for challenging economic conditions and further changes in interest rates in either direction. As always, and particularly in the current uncertain environment, balance sheet strength, liquidity, and NAV preservation remain paramount for us. At quarter end, we maintained a substantial $474 million of investment capacity to support our portfolio companies, with $136 million available through our existing SBIC III license, $87.5 million from our two revolving credit facilities, and $250 million in cash. Saratoga Investments' third quarter of fiscal 2025 demonstrated a solid level of performance with our key performance indicators as compared to the quarters ended November 30th, 2023 and August 31st, 2024. Our adjusted NII is $12.4 million this quarter, down 5.3 percent from last year, and 31.7 percent from last quarter. And our adjusted NII per share is 90 cents this quarter, down 10.9 percent from 1.01 last year, and down 32.3 percent from $1.33 last quarter. When excluding the $7.6 million, which is equivalent to 44 cents per share, that impact of the non-recurring NOLAND investment interest reserve released in the previous and current quarter from its successful sale, adjusted NII increased one cent per share from 89 cents to 90 cents as compared to the previous quarter. Adjusted NII yield is 13.3% this quarter, down from 14.6% last year and from 19.7% last quarter. Latest 12 months return on equity is 9.2%, up from 6.6% last year and up from 5.8% last quarter, and beating the industry average of 8.5%. Our NAV per share is $26.95, down 1.7% from $27.42 last year, and down 0.4% from $27.07 last quarter. And our quarter end NAV was $374.9 million, up from $359.6 million last year, and up from $372.1 million last quarter. The $2.8 million increase in NAV sequentially resulted primarily from at-the-market sales of 108,000 shares at NAV. In addition, a further 356,000 shares were sold to the market at NAV for $9.6 million subsequent to quarter end, resulting in total sales of $12.6 million. While the past 12 months have seen markdowns to a small number of credits in our core BDC portfolio, slide 3 illustrates how our recent strong results have delivered a return on equity of 9.2% for the last 12 months, above the industry average of 8.5%. Additionally, our long-term average return on equity over the last 10 years of 10.4% remains well above the BDC industry average of 6.9%, and has remained consistently strong over the past decade. beating the industry eight of the past 10 years. As you can see on slide four, our assets under management have steadily and consistently risen since we took over the BDC 14 years ago. Outsized repayments offset strong originations this quarter, resulting in our AUM declining, yet this does not impact our expectation of long-term AUM growth. The quality of our credits remains solid, with only the two recently restructured Pepper Palace and Zollich credits on non-accrual, consistent with last quarter. Our management team is working diligently to continue this positive trend as we deploy our significant levels of available capital into our pipeline, while at the same time being appropriately cautious in this evolving credit environment. With that, I would like to now turn the call back over to Henry to review our financial results, as well as the composition and performance of our portfolio.

Thank you, Chris. Slide five highlights our key performance metrics for the fiscal third quarter ended November 30th, 2024, most of which Chris already highlighted. Of note, the weighted average common shares outstanding in Q3 of this year was 13.8 million shares, increasing from 13.7 million and 13.1 million as compared to last quarter and last year's third quarter respectively. Adjusted NII decreased this quarter, down 5.3% from last year and 31.7% from last quarter. This quarter's investment income decreases as compared to last quarter were primarily due to the impact of the non-recurring no-land interest reserve reversal of $7.9 million last quarter, following the investment's full repayment, including accrued interest, offset by higher prepayment and structuring and advisory fees this quarter. reflective of the high level of both originations and repayments in Q3. Excluding the Noland interest reserve reversal, adjusted NII per share increased one cent per share to 90 cents per share as compared to the previous quarter. Investment income reflects a weighted average interest rate of 11.8% as compared to 12.5% as of the previous year and 12.6% last quarter. Approximately two-thirds of the interest rate reduction is due to SOFR base rate decreases and one-third due to the higher yields of the recent repayments. The impact of this quarter's outsized repayments is not yet fully reflected in this quarter's results as most repayments occurred in the last month of the quarter. Total expenses for this year's third quarter, excluding interest and debt financing expenses, base management fees and incentive fees, and income and excise taxes increased to $2.8 million as compared to $2.3 million last year and $2.2 million for last quarter. This represented 0.9% of average total assets on an annualized basis, up from 0.8% last year and 0.7% last quarter. Also, we have again added the KPI slides 26 through 29 in the appendix at the end of the presentation that shows our income statement and balance sheet metrics for the past nine quarters and the upward trends we have largely maintained. Moving on to slide six, NAV was $374.9 million as of this quarter end, a $2.8 million increase from last quarter, and a $15.3 million increase from the same quarter last year. This chart also includes our historical NAV per share, which highlights how this important metric has increased 22 of the past 29 quarters and has stabilized over the past couple of quarters since the resolution of the recent discrete non-accrual. Over the long term, our net asset value has steadily increased since 2011 and grown by 33% over the past five years, and this growth has been accretive as demonstrated by the long-term increase in NAV per share. Over the past four and a half years, NAV per share is up $1.84 per share, or over 7%. We continue to benefit from our history of consistent realized and unrealized gains. On slide seven, you will see a simple reconciliation of the major changes in adjusted NII and NAV per share on a sequential quarterly basis. Starting at the top, adjusted NII per share was down 43 cents primarily due to, first, the impact of the non-recurring no-land interest reserve reversal last quarter, as previously noted, and second, the decrease in non-CLO net interest income, reflecting a lower SOFA rate in Q3 and the partial impact of the quarter's repayments. These decreases were partially offset by higher prepayment and structuring and advisory fees this quarter, reflective of the high level of originations and repayments. On the lower half of the slide, NAV per share decreased by 12 cents, primarily due to the 16 cents over-earning of the dividend being more than offset by the 25 cents quarterly net realized gains and unrealized depreciation on investments. Slide eight outlines the dry powder available to us as of quarter end, which totaled $473.7 million. This was spread between our available cash, undrawn SBA debentures, and undrawn secured credit facility. This quarter-end level of available liquidity allows us to grow our assets by an additional 49% without the need for external financing, with $250 million of quarter-end cash available and thus fully accretive to NII when deployed, and $136 million of available SBA debentures with its low-cost pricing, also very accretive. We also include a column showing any call options of our debt, This shows that $321 million of baby bonds, effectively all of our 6% plus debt, is callable either now or within the next four months, creating a natural protection against potential continuing future decreasing interest rates, which should allow us to protect our net interest margin if needed. These calls are also available to be used prospectively to reduce current debt. We remain pleased with our available liquidity and leverage position, including our access to diverse sources of both public and private liquidity, and especially taking into account the overall conservative nature of our balance sheet, the fact that almost all our debt is long-term in nature and with almost no non-SPIC debt maturing within the next two years. Also, our debt is structured in such a way that we have no BBC covenants that can be stressed during such volatile times. Now I would like to move on to slides 9 through 12 and review the composition and yield of our investment portfolio. Slide 9 highlights that we have $960.1 million of AUM at fair value, and this is invested in 48 portfolio companies, one CLO fund, and one joint venture. Our first lien percentage is 86.8% of our total investments, of which 25.7% is in first lien, last out positions. On slide 10, you can see how the yield on our core BDC assets, excluding our CLO, has changed over time, especially this past quarter, reflecting the recent decreases to interest rates. This quarter, our core BDC yield decreased to 11.8% from 12.6%, with about two-thirds of the decrease due to core SOFR base rates decreasing during the fiscal quarter. The CLO yield increased to 24.6% from 13.0% last quarter, purely reflecting lower fair values. The CLO is performing and current. Slide 11 shows how our investments are diversified throughout the U.S. And on slide 12, you can see the industry breadth and diversity that our portfolio represents, spread over 40 distinct industries in addition to our investments in the CLO and joint venture, which are included as structured finance securities. Moving on to slide 13, 9.0% of our investment portfolio consists of equity interests, which remain a very important part of our overall investment strategy. This slide shows that for the past 12 fiscal years, we had a combined $32.4 million of net realized gains from the sale of equity interests or sale of early redemption of other investments. This is net of the Zollich, Netreo, and Pepper Palace realized losses this year. This long-term realized gain performance highlights our portfolio credit quality, has helped grow our NAV, and is reflected in our healthy long-term ROE. That concludes my financial and portfolio review. Our Chief Investment Officer, Michael Grishas, will now provide an overview of the investment market.

Thank you, Henry. Today, I will focus on our perspective on the changes in the market since we last spoke with everyone, and then comment on our current portfolio performance and investment strategy. While broader middle market deal volumes are showing signs of improvement, deal activity in the lower middle market where we operate has yet to pick up. Year-to-date deal volumes through calendar 2-4 for transactions below $150 million are down significantly over prior year by more than 34% and down further still as compared to 2021 and 2022. We believe a number of factors are influencing the decline in the lower middle market deal activity, including a disconnect between where buyers and sellers are willing to transact, elevated interest rates making debt financing more expensive, and a trend toward PE firms holding onto assets longer in order to meet their return expectations. The combination of historically low M&A volume and an abundant supply of capital is causing spreads to tighten and leverage to remain full as lenders compete to win deals, especially premium ones. This was evidenced this past quarter with outsized repayments being experienced, in some cases due to lenders offering extremely aggressive pricing on some of our low-leveraged assets. The historically low deal volume we're experiencing currently has made it more difficult to find quality new platform investments than in prior periods. Now, that said, the relationships and overall presence we've built in the marketplace, combined with our ongoing business development initiatives, give us confidence in our ability to achieve healthy portfolio growth in a manner that we expect to be accretive to our shareholders in the long run. This quarter, we closed two new platform investments, and our investment pipeline is solid. I'll also point out that we continue to believe that the lower middle market is the best place to be in terms of capital deployment As compared to the larger end of the middle market, the due diligence we're able to perform when evaluating an investment is much more robust. The capital structures are generally more conservative with less leverage and more equity. The legal protections and covenant features in our documents are considerably stronger. And our ability to actively manage our portfolio through ongoing interaction with management and ownership is greater. As a result, we continue to believe that the lower middle market offers the best risk-adjusted returns, and our track record of realized returns reflects this. The Saratoga management team successfully managed through a number of credit cycles, and that experience has made us particularly aware of the importance of first, being disciplined when making investment decisions, and second, being proactive in managing our portfolio. Our underwriting bar remains high as usual, yet we continue to find opportunities to deploy capital. As seen on slide 14, our more recent performance has been characterized by continued asset deployment to existing portfolio companies, as demonstrated with 40 follow-ons this calendar year versus two investments in new platform portfolio companies. During the fiscal quarter, we invested $85 million through a combination of two new platform investments and eight follow-on investments. Overall, our origination platform remains strong and our consistent ability to generate new investments over the long term despite ever-changing and increasingly competitive market dynamics is a strength of ours. Portfolio management continues to be critically important and we remain actively engaged with our portfolio companies and in close contact with our management teams. There remain two portfolio companies that we are actively managing as discussed in previous quarters, and I will touch on them shortly. But in general, our portfolio companies are healthy, and the fair value of our core BDC portfolio is 3% above its cost. 86.8% of our portfolio is in first lien debt and generally supported by strong enterprise values in industries that have historically performed well in stress situations. We have no direct energy or commodities exposure, In addition, the majority of our portfolio is comprised of businesses that produce a high degree of recurring revenue and have historically demonstrated strong revenue retention. We have the same two investments on non-accrual, namely Pepper Palace and Zollich, consistent with last quarter. We continue to hold them on non-accrual following their restructurings, but their combined remaining value, including equity, is just $5.8 million, or 0.6% of total portfolio fair value, with Zolage's fair value being written up this quarter reflecting positive company performance. Looking at leverage on the same slide, you can see that industry debt multiples remain above five times. Total leverage of our overall portfolio increased to 5.56 times, excluding Pepper Palace and Zolage, reflecting both the repayment of a handful of low-leverage investments as well as follow-on debt this quarter by us to some of our existing investments. Slide 15 provides more data on our deal flow. As you can see, the top of our deal pipeline is down from last year, in part because we made a conscious effort to improve the quality of our deal pipeline, and in part because market activity is down considerably as previously discussed. Despite these macro trends, our investment volume was the highest we've had in the past six quarters. Overall, the significant progress we've made in building broader and deeper relationships in the marketplace is noteworthy because it strengthens the dependability of our deal flow and reinforces our ability to remain highly selective as we rigorously screen opportunities to execute on the best investments. As you can see on slide 16, our overall portfolio credit quality and returns remain solid. As demonstrated by the actions taken and outcomes achieved on the non-accrual and watch list credits we had over the past year, our team remains focused on deploying capital and strong business models where we are confident that under all reasonable scenarios, the enterprise value of the businesses will sustainably exceed the last dollar of our investment. Our approach and underwriting strategy has always been focused on being thorough and cautious at the same time. Since our management team began working together a dozen plus years ago, we've invested $2.24 billion in 119 portfolio companies and have had just three realized economic losses on these investments. Over that same timeframe, we've successfully exited 78 of those investments, achieving gross unlevered realized returns of 15% on $1.2 billion of realizations. Even taking into account the recent write-downs of a few discrete credits, our combined realized and unrealized returns on all capital invested equal 13.6%. We think this performance profile is particularly attractive for a portfolio predominantly constructed with first lien senior debt. As was the case in the previous quarter with Nolan repaid, we have only two investments on non-accrual, Although both Pepper Palace and Zollich have been successfully restructured, we are still classifying Pepper Palace as red while Zollich has been elevated back to yellow with a combined fair value of only $5.8 million, including equity. During the previous quarter, the Pepper Palace restructuring was successfully completed with us taking over majority control of the business. The turnaround specialists we have been working with who has substantial successful experience in similar situations, has invested significant equity in the business and became the CEO and a board member. The total fair value of the remaining investment is $1.6 million. And following the solid restructuring of the balance sheet during the first quarter that resulted in us taking over the company and starting to actively manage the investment, the founder and previous owner has invested meaningful dollars in the business and is leading the enterprise, and has reassembled some of the former senior leadership. He and the management team are working in partnership with us with the immediate goal of returning the business to its former profitability levels and the ultimate objective of exceeding those levels. We still have equity and a first lien term loan in the company with a current fair value of $4.2 million, with the equity marked up this quarter to reflect the recent positive financial performance of the company. In addition, we recognized a $4.8 million realized gain on our Invita equity resulting from the sale of the company and recognized a $.7 million of realized gain on a Netreo escrow payment, further improving the overall positive outcome of that investment sold earlier this year. The CLO and JV had $4 million of unrealized depreciation this quarter, reflecting primarily markdowns due to individual credits, most notably in the first CLO. Our overall investment approach has yielded exceptional realized returns and recovery of our invested capital, and our long-term performance remains strong as seen by our track record on this slide. Moving on to slide 17, you can see our second SBIC license is fully funded and deployed, although there is cash available there to invest in follow-ons, and we are currently ramping up our new SBIC3 license with $136 million of lower cost, undrawn debentures available, allowing us to continue to support U.S. small businesses, both new and existing. This concludes my review of the market, and I'd like to turn the call back over to our CEO.

Chris? Thank you, Mike. As outlined on slide 18, Our latest dividend of 74 cents per share for the quarter ended November 30th, 2024 was paid on December 19th, 2024. Though unchanged from last quarter, this reflects a 3% and a 9% increase over the past one and two years respectively. Additionally, we paid a special dividend of 35 cents per share concurrently with $1.09 per share total distribution fulfilling our fiscal 2024 requirements. Board of Directors will continue to evaluate the dividend level on at least a quarterly basis, considering both company and general economic factors, including the current interest rate environment's impact on our earnings. Moving to slide 19, our total return for the last 12 months, which includes both capital appreciation and dividends, has generated total returns of 4%, which is uncharacteristically low and underperforms the BDC index of 13% for the same period. Our longer-term performance is outlined on our next slide, 20. Our five-year return places us in line with the BDC index, while our three-year performance is slightly below the index, reflecting the impact of the recent latest 12 months' performance and discrete credit issues. Since Saratoga took over management of the BDC in 2010, our total return has been 740% versus the industry's 284%. On slide 21, you can further see our differentiated performance placed in the context of the broader industry and specific to certain key performance metrics. We continue to focus on our long-term metrics such as return on equity, NAV per share, NAI yield, and dividend growth and coverage, all five of which are above industry averages, reflecting the growing value our shareholders are receiving. The negative NAV per share metric this past year is primarily due to the two discrete non-accruals, Zolage and Pepper Palace, previously discussed. Yet we continue to be three times better than the industry average at negative 0.4% versus negative 1.2% for the industry. Our dividend coverage and dividend growth has been one of the strongest in the industry. We also continue to be one of the few BDCs to have grown NAV over the long term, and we have done it accretively, and our long-term return on equity is 1.5 times the long-term industry average. Moving on to slide 22, all of our initiatives discussed on this call are designed to make Saratoga Investment a leading BDC that is attractive to the capital markets community. We believe that our differentiated performance characteristics outlined on this slide will help drive the size and quality of our investor base, including adding more institutions. These differentiating characteristics, many previously discussed, include maintaining one of the highest levels of management ownership in the industry at 12.1%, ensuring we are aligned with our shareholders. Looking ahead on slide 23, as we navigate through a reshaped yield curve environment with decreasing short-term and increasing long-term rates and an uncertain economic outlook, we remain confident that our reputation, experienced management team, robust pipeline, and historically strong underwriting standards and time and market test investment strategy will serve us well to continue to steadily increase our portfolio size, quality and investment performance over the long term. This will allow us to deliver exceptional risk-adjusted returns to shareholders and to navigate through the current challenges in the market and uncover opportunities in the current and future environment. We also believe that our strong balance sheet, capital structure and liquidity will benefit Saratoga shareholders in the near and long term. In closing, I would like to again thank all of our shareholders for their ongoing support I would like to now open the call for questions.

Thank you. As a reminder, if you would like to ask a question, please press star 11 on your telephone. If you would like to remove yourself from the queue, press star 11 again. We also ask that you wait for your name and company to be announced before you proceed with your question. One moment, please. Our first question will come from Eric Zwick of Lucid Capital Markets. Your line is open.

Thank you. Good morning, Chris, Henry, and Mike. Good morning.

Hi, Eric.

So I wanted to start first, and just looking at slide 23, since we kind of just wrapped up there, you know, you remain committed to expanding the asset base and growing the investment portfolio. You know, you made comments during the call that the pipeline remained solid and you had a pretty good quarter. Here's the one that just wrapped up. So I guess maybe the harder part for me and maybe for you guys as well to have a longer term view. And it's just, you know, the pace of repayments, which was obviously strong in the most recent quarter. So to the degree that you have some sort of sightline, at least over the next, you know, maybe three to six months, what are your expectations there, just given that, you know, some of it seemed to be the repayments in this most recent quarter were driven by the pickup in the M&A market, and you expect that to continue as well. So just trying to kind of balance the outlook for you know, new growth versus repayments as well.

I guess I'll start, and Mike can follow up. I think if you look at the last quarter, you know, we had $85 million of originations, which is a pretty robust origination amount. And then we also, our NVIDA investment, a five-year investment, essentially, you know, was about half of the $160 million of redemption. So, If you just take that one out, basically we were kind of neutral on that, and these things happen. I mean, you have different cycles of investment redemption and investments made, and it's hard to predict exactly when over that five-year period of time that investment would come home. I mean, I think, Mike, what that investment started out as, what, a $6 million investment?

Yeah, it's actually a hallmark investment for us in a lot of ways, just in terms of what we do and where we play in the marketplace. So that was initially a $6 million debt deal accompanied with $2 million of equity. We were in it for roughly five years and were able to support the company's growth. And I think the debt position got well into the high 60s as the company successfully grew. And then, of course, we realized a $4.8 million deal gain on our equity investment. So the gross return that our shareholders received on that deal was quite substantial over that five year time. One of the challenges that we get when you deploy this model, but it's we think in the long run, the best way to deploy capital in our market and a really healthy thing is that when you add new portfolio companies, they tend to be on the smaller side, a little bit more granular. And then the really successful ones, and you've seen this in our portfolio for some of our larger positions, we have an opportunity to support them with growth over time. Now, ultimately, when they pay off, they can be pretty lumpy. And it takes more platform companies to replace those lumpy payoffs. And in this particular quarter, as Chris was pointing out, we happen to have a couple of pretty sizable lumpy payoffs that were kind of out of the ordinary, if you will,

um in general yes and so um you know it's just hard it's hard to predict precisely what our originations will be and we have a you know we have a pretty robust portfolio pretty large portfolio and um you know and we get you know we get calls from our portfolio they want to do a large acquisition and we have a big follow-on investment so it's it's not really something we're able to predict i mean i think if you look forward you say yes we've got a lot of cash on hand And, you know, yes, we've got, you know, sort of what we've done historically on our pipeline, but, you know, what the redemptions and what the origination is going to be is not really something that's, you know, it's something that's really able to be predicted, and it's probably not prudent for us to try and predict that.

Yeah. And, Eric, you know, we often talk about how quarters can be lumpy, right? Either, you know, that you have a lot of originations and repayments in one quarter or even none. And slide four is the best slide to... sort of illustrate how we think of things, which is long-term and being able to grow on a long-term basis rather than, you know, quarterly that could be a lot more volatile.

I'd add, too, and just chime in because it is, you know, obviously something that we as a management team are very focused on. The market in general is characterized by lots of add-on activity. And that's particularly true at the lower end of the middle market where new M&A activity is way down. And it continues to be down. We're hopeful that some of the things that have been driving the decline in M&A volume will reverse themselves, you know, as interest rates potentially come down and some other things sort of work in our favor. We're confident that that will reach a new equilibrium and that there will be an uptick in M&A activity and we'll capitalize on that. To date, most recently, if you looked at our portfolio, we certainly were not on an origination pace that was as healthy as it was, let's say, a couple years ago. But interestingly enough, because M&A activity was down, our repayments were down as well. And we, in most of the last several quarters, many quarters, we actually grew through that. So we didn't have as high of origination activity, but we didn't have much repayments. So we were able to grow our portfolio through that. In this most recent quarter, despite pretty healthy production, we happen to have some pretty lumpy repayments. And I think in the long run, in the intermediate to long run, we have a great degree of confidence that with our origination efforts, with the relationships that we have in the market, with those relationships continuing to grow and we're doubling down on all our business development activity, that our pace of deployment will outpace any repayments that we have over time.

That's helpful. I appreciate all the color there. You're right. You're looking at some of the slides you've put in there. You've demonstrated your ability to do just what you guys have mentioned there. Second line of questioning, you know, looking at slide eight, and, you know, I think, Henry, you addressed that, the opportunities to potentially, you know, with the publicly traded notes, I think SAT is at like 6%, J, Y, and Z are all above 8%. So there's, you know, opportunity to realize some savings there if you were to pay those down or refinance. Looking at the SBIC ventures, I see in the call period column, it says now for those, but I'm curious how the mechanics of potentially calling those or trying to reprice those would, you know, how that would play out given that those are kind of tied to specific assets, or maybe I should have started, you know, maybe remind me what the current average cost of those ventures are now, and maybe that's not even, you know, a topic for us.

Yeah, no, I think, you know, I think the most important thing when you're in a license is whether you're still in the reinvestment period, Eric. So SBIC-3, for example, it's a newer license. If we get a repayment, we obviously get cash, but we would use that cash and redeploy it in new assets. We wouldn't repay the ventures. Once you get outside of your reinvestment period, which we are in SBIC-2, you can only use cash for, when you get a repayment, you can only use cash for follow-ons of existing investments to continue to support them. So you then have a decision to make when you have cash in a license that is outside of its reinvestment period, whether you feel like you're going to hold the cash and then, because you believe that you know the companies and you think they might have some follow-on needs, or you whether you repay existing SBIC debentures. And the mechanics, how it works, is pretty straightforward. You have two opportunities in a year, at the end of August and at the end of February, to make a decision whether you want to repay debentures. If you decide not to, let's say at the end of August, then you're holding those debentures until the next six-month period comes around. But, you know, that's why I say they're callable because for us, for example, now in February we'll have a decision to make whether we want to use some of the cash in SBIC 2 to repay some of the existing debentures. SBIC 2, though, was a lot of those debentures were issued when rates were pretty low. And so, you know, there is an arbitrage there to think through on whether, you know, we want to just continue earning, for example, cash and keep it for potential follow-on opportunities or whether we want to repay it. And, you know, we'll assess that again come mid-February.

Got it. Thank you. And then last one for me, you noted your success in the past with realizing some equity gains with your investments there. Remind me just how you think about the potential to realize future gains. Is it really just tied to if the company sells in those transaction or do you typically sometimes proactively go out and seek to monetize where a fair value might be well above kind of your holding?

On the equity side, typically we're a minority investor in the equity. And we think it's a really kind of key element of our investment strategy to augment our returns on the debt with co-investments in the equity. And most of the relationships that we have, whether they be PE sponsors or management teams, et cetera, kind of value that alignment of interest that we can achieve by co-investing in the equity. What happens, though, as a minority investor is you're not typically controlling the exit. Instead, you have the right to exit when the company sold or there's some realization along those lines. And that's generally when we realize a return on equity. From a strategy standpoint, The way we think about it is that we do such thorough work on these businesses that we feel like as part of that work, we're pretty well equipped to feel like we can make an assessment as to whether the co-investment opportunity and the equity makes sense. And it's also been our experience that if you were to draw a Venn diagram in the overlap between what you would like for a really solid credit and what you'd like for a business that is likely a very good equity investment, massive overlap. You know, they're businesses that generally distinguish themselves in markets that have really strong dynamics, really good management teams, producing really high free cash flow characteristics. A lot of the things that we look for in businesses are the very same things that make them good equity investments. And that's the reason why we've been able to get 15% unlevered returns on our portfolio over time The majority of that is coming from the debt return, but certainly getting to 15%, that's been as a result of successful equity co-investments. And we continue to think that's a kind of cornerstone of our strategy.

Thank you. Thanks for taking my questions today.

Thanks, Eric. Thank you. One moment for the next question. And our next question will be coming from the line of Casey Alexander, excuse me, of Compass Point Research and Trading. Please go ahead.

Hi, good morning. Thank you for taking my questions. I do find it interesting when we all sound sort of disappointed when you get large repayments because that's kind of the goal, right? Thank you for that, Casey. And I get you're a platform that originates small and repays big. So, you know, I get that. But one question I would ask is that you discussed, you know, kind of the reduction in weighted average yields as being two-thirds rate and one-third higher yielding loans paying off. Looking at the quarter over quarter, it looks like your portfolio yields declined by about 80 basis points. So would it be fair to say that you're only about halfway through the resetting function of the 100 rates that base rates have gone down, you still have about halfway to go? I mean, that seems like the reasonable math to me.

Casey, it's a little more than half. I'd say we're more about two-thirds of it being reflected in the way our loans reset and when they reset. I'd say about two-thirds of the decrease has been reflected. We definitely haven't because there's been a sort of a reset for us September already. And so I'd say about two-thirds. And then there's obviously since quarter end, there has been still a slight decline in SOFA since then as well.

So, right. Well, that's what I meant. I mean, when I look at it across the entire 100 basis points of what the Fed has done it would seem to me that you've reflected about 50 basis points in your results as of the end of November, and maybe there's another 50 BIPs to go, counting what the Fed has done subsequent to the end of your quarter.

Yeah, I haven't done the exact count, but I would guess it's, again, slightly more than that, probably in the low 60s. Okay.

What I think in terms of of decline in rates, higher yielding loans paying off, clearly a reduced portfolio balance that's going to take some time to build up. Do you still feel comfortable, or is there maybe a quarter or two here where maybe it might seem reasonable to actually under-earn the dividend a little bit until you can build the portfolio back up?

Well, Casey, as you can appreciate, I don't think we've really ever under-earned our dividend, and that's certainly not something that we would welcome doing. Obviously, some things are not in our control, like rate of repayments and deployments, but we do have a solid pipeline, and we also... you know, as Mike was discussing earlier, you know, there's been a, you know, a real holdback in M&A activity. A lot of times, you know, a lot of, you know, private equity firms are, you know, holding on to, you know, assets that aren't meeting their goals, but there's a tremendous pressure in the system. And, you know, it may well be with the new, you know, administration, et cetera, that sort of a new era, you know, different antitrust approaches, different types of things like that, that, you know, there may be a real resurgence in deal activity coming up and people have been waiting. Some deals have been turned down by the Justice Department that you sort of really shake your head at why they would turn down some of these $8 billion deals being projected as antitrust-type things. And so I think not to overplay that, but I think on a macro level, I think there's a lot of people on the sidelines that are ready to do more business going forward. And so the timing and the pace of that is not something that we are in a position to predict. But we certainly feel that there is going to be a fair amount of activity going forward. And exactly how that shapes up for us on a quarter-on-quarter basis, we don't know. But we aren't anticipating under-earning our dividend but that's not something we can control.

Okay. Looking at slide 17, with $77 million of cash in SBIC2, and as Henry said, you're no longer in the reinvestment period there, is it reasonable to think that there could be that much follow-on activity or does it make sense to at least start paying down some of those? And when do you start dusting off the paperwork on SBIC 4?

Well, first of all, Casey, I mean, you know, I think it's fair to say that I think the current rate on cash is higher than the cost of the debentures in SBIC 2. And so there's a positive arbitrage in not paying off the debt inside of that equation. And so if it were the reverse, we probably would decrease it. And so we're watching that very carefully. To the extent it goes to a negative arbitrage, it makes sense to pay it off. And then obviously we have to look carefully on what type of acquisition activity we're anticipating from those companies. With regard to SBIC4, you should have seen Henry roll his eyes. That is a major paperwork exercise. but we still have a long way to go on SBIC3. And, you know, we've had a very successful program down there. We don't anticipate, you know, having problems with, you know, getting the next license. It's more of a timing issue. I think there's also some metrics, right, in terms of investment levels before you start that.

Yeah, it's definitely been really great. It's been great to see all of the... Yeah, sorry. Too bad, Henry.

Too bad, Henry. That's your job. Do the paperwork.

Yeah, no, but there's definitely, there's a new process in licensing where it's like a repeat, you know, when you're a repeat issuer, effectively, that has definitely streamlined the process at the SBA, which is wonderful. I know, Casey, you're very familiar with it, too, which has been great. But we do still have $136 million of debentures, and we haven't had much realizations in SBIC3 yet, and actual realizations in the fund is one of the things I look at very closely as part of that sort of assessment.

All right, my last question here is, you know, you knew at the end of the quarter that you were going to have very high repayments. I'm not sure that, you know, using, selling equity into the market when you have $250 million in cash seems irrational. And that was done right at the end of the quarter and at the beginning of the succeeding quarter. Can you explain the rationale for that? Because it doesn't seem rational when compared against the cash balance of $250 million, where you're talking about a negative arbitrage and paying down some of your debt.

Sure. Casey, I think that's a good question. That's something that we discussed substantially internally. But I think if you look at the history of BDCs in general, and certainly our BDCs, The ability to raise equity, you know, really, which has to do with whether you're, you know, able to sell, you know, stock at NAV. And in this instance, we were very close, and the manager subsidized the sales to get us, you know, to NAV. Those moments to sell in size do not come that often. And, you know, this adage on Wall Street that I'm sure everyone on this call is familiar with, which is, you know, you don't – Sometimes it's hard to raise money when you need it, and it's easier to raise money when you don't need it. And equity is permanent capital. And when you have the opportunity to raise it, I think one needs to take advantage of it. And I think in other calls, it's been discussed like our leverage levels, and there's several ways to address leverage. And one is to repay debt, and the other is to build up your equity. Obviously, our most desired way to build up equity is through capital gains, and we've done that successfully throughout our time period here, but also selling new equity we have done periodically. And so we view the sale of equity as more of a long-term strategic decision and not necessarily colored by what our cash balance is at this moment in time. you know, we have 250 million of cash right now, but, you know, there have been times where we've sort of didn't have much cash at all and we're struggling to find liquidity to invest in our, you know, in our pipeline. And so, you know, we view the cash as kind of a short-term issue and the equity as really kind of a long-term issue and really the cornerstone for long-term growth of our BDC. And, you know, we don't see I mean, other than sort of deal volumes, but the opportunity set for the type of investment we make is vast. And so we don't see a slowdown on that on a long-term basis. And we see a lot of growth in our future. And so all of that went into the decision.

That's all my questions. Thank you.

Thank you. One moment for the next question. And our next question will come from the line of Mickey Schilling of Leitenberg. Your line is open.

Yes, good morning, everyone. First question I'd like to ask is, could you give us a sense of how much more refinancing risk you believe exists in the portfolio given the current terms available in the market?

That's a good question, Mickey, just in terms of what we could see in terms of pace of repayments. Hard to answer it candidly. You could see for several quarters we were getting almost no repayments. And a lot of that was just due to the fact that there wasn't much M&A activity. We have seen some deals that have exited our portfolio because somebody approached the owner with terms that were just way below the rates that we play in in the marketplace. But we don't see generally, when we look at our portfolio now, a lot of exposure to that dynamic. It doesn't mean it doesn't exist, but I don't think we're highly vulnerable to that. Our expectation is that when M&A activity picks up, our origination pipeline will pick up in earnest, and that'll probably be the same time that we'll start to see payoffs kind of resume to their normal pace. And we think that this last quarter was a bit of an anomaly, just having some pretty chunky payoffs all at once.

Okay, that's helpful. Thanks, Mike. And question for Henry. Could you give us a sense of where your spillover taxable income stands, net of the special? And are you envisioning more special dividends to get that number down a little bit and reduce some of the drag from the excise tax?

Sure, Mickey. So the most recent dividend that included the special dividend covered our fiscal 2024, so February 24 tax year. And so it's cleaned out our spillover fully. We're now in our February 25, fiscal 25 tax year. And so we're effectively about three quarters in, which means it's just over the $3 in spillover at the moment. reflecting the taxable income of the last three quarters.

And that's still relatively high, Henry, and there is that excise tax that you pay on that. Is the board thinking about distributing some more of that to shareholders?

Well, I think, Mickey, on the excise tax, as interest rates have changed and the like, the excise tax is 4%, and it's you know, among the cheapest sources of financing out there right now. So, you know, if we were to replace, you know, want to reduce our liabilities, it would make more sense, you know, from a pure economic basis to call some of our higher priced, you know, bonds where 8.7%, for example, you know, is more than twice the, you know, the marginal cost of doing baby bonds today is somewhere in the 7 to 8%. So the marginal cost of financing is substantially higher than the excise tax. And so the excise tax is a positive, a good source of financing, if you will.

And in addition, Mickey, excise tax is a point-in-time tax. It's not an accrual. So in other words, you get no credit for, for example, distributing something today versus like December 30th.

Yeah, I agree. I understand. I'm just... curious how the board is thinking about it. And, you know, Chris, I completely agree with you on the debt. I mean, to me, it seems like at least some of your debt, it's a no-brainer to call that given where you could probably deploy, you know, that capital. But those are all my questions this morning. Thank you for your time.

Well, Mick, I take slight issue with your no-brainer. If you look at the yield curve, you know, the increase of the 10-year you know, is, you know, sort of the same. It's going up as much as the short end has gone down. And the cost of selling, you know, five-year debentures, you know, may even go up in the coming years. So I think, you know, there's just a lot of considerations on the absolute cost of debt. And then, as you point out, you know, relative what our origination pace is. And again, that you know, it's a new year, it's a new administration, it's a new outlook on many things. And so, you know, we're going to just be cautious on making too many dramatic moves until we get a little more, you know, a little more information about this next environment we're moving into.

Yeah, I understand your point, Chris, but you're also, you have the highest leverage amongst all listed BDCs. So I was also surprised taking that into consideration. But appreciate your time this morning. Thank you. Thank you.

Thanks.

Thank you. Thank you. One moment for the next question. And our next question will be coming from the line of Bryce Rowe of B. Reilly. Your line is open.

Thanks a lot. Good morning. Most of my questions have Been asked and answered. Didn't want to kind of get a feel for some of the marks we saw or movement in marks we saw quarter over quarter. The debt portfolio continues to be marked at very high levels, only a handful that are even below cost. But from an equity perspective, I think we did see a few more consumer facing investments get marked lower. And obviously you had some offsets with some other businesses getting marked higher, but just wanted to get a feel for just the overall health of some of the more consumer related businesses that you have within the portfolio.

That's a good question. The marks that you saw go down in a handful of our portfolio investments were reflective of a bit softer performance generally. And of course, equity is going to be more whippy as a result of an underperformance than debt will be. I don't know that I would tie that to some broader perspective we have on the consumer. While it's a good question, we wouldn't necessarily draw that conclusion. to the extent that there's a handful of modest write-downs in some of our portfolio companies, a little bit more specific to just the dynamics of those particular businesses and less, in our view, less a result of macro trends that we're seeing, at least from our vantage point.

Okay. That's helpful, Mike. And then maybe a different topic. You all are talking about a solid pipeline of from an origination perspective, does that refer to a pipeline of new opportunities or both new and existing?

Yeah, it's a really good question. And we have certainly enjoyed the ability to continue to grow at a pretty healthy pace by supporting our existing portfolio companies. We expect to be able to continue to do that at a pace that's consistent with what we've done in the past generally. We're not seeing as many new platforms. It is interesting, though, because at a time like this, you always kind of pause and try to look back or look across your portfolio and what your pipeline consists of. Right now, if you looked at our pipeline, even some of the new opportunities that we're chasing are actually not new opportunities for the sponsor they're they're upsizing that we're getting an opportunity to look at where the sponsors either outgrown their existing lender or something else is happening the capital structure where we have a chance to come in and replace the existing lender so that would be further sign of you know owners holding on their businesses longer looking to drive value in their existing portfolio, not as much uptick in M&A activity. So I'd say more than half of what we're looking at right now where we have term sheets out and we're chasing things that we're really excited about are not actually new M&A deals. They're upsizing of some sort.

Okay. One more for me and kind of on the topic of leverage. Certainly it's come up on on past calls, but we've seen overall net debt to equity come down pretty substantially, especially this quarter with the healthy repayment activity. Any thought, and if we think about maybe two or three years ago, it's certainly a little bit higher than it might have been in 22, but lower than what we saw in 23 and 24. Any kind of further thought around how you expect to manage balance sheet leverage going forward, especially given that you do or you have historically carried over the last couple years more leverage than almost all BDCs that are out there? Thanks.

Sure. A couple of thoughts on that, and that is definitely something we spend a lot of time thinking about. I think there's some... I'm not going to say unique, but some particular aspects of Saratoga that aren't necessarily shared with the whole BDC universe. And that is our large SBIC portfolio and investments. And the leverage in those is not counted the same as baby bond leverage, for example, in terms of the regulatory leverage. And so I think more regulatory leverage It's one thing from a total leverage, it's something else. And the character of the debt, and we've talked about this many times in our quarterly calls, is it's really, you know, leverage, you know, if you have short-term leverage that's asset-based and you're up to the limits of what the asset-based formulas are, and something goes against you, you know, you can get foreclosed on by your banks, you can have a big accident. And it may be something temporary in nature, like when COVID hit and and things like that. But if you have leverage, like, for example, the SBIC debt leverage, which those are 10-year instruments, interest only with no covenants. And so a lot of things can happen in 10 years, but if your only requirement is to repay the interest, the nature of that debt in terms of being something that's dangerous, if you will, to your the health of the oil company is very, very low. And then the baby bonds are also very similar in that they are long-term instruments, bullet maturities, interest only, no covenants. So we've got very little, almost all of our debt has no covenants to speak of. Basically, we have to cover our interest. The interest is very small relative to our liquidity, relative to our earnings, relative to everything else. And so Our overall debt structure is incredibly safe relative to, you know, the amount that it is. And so that's the liability side. Then the asset.

Even our asset-based loans that we have, although they're lowly drawn, they also have no recourse to the BDC and no BDC covenants in them either, which is also different than the BDC.

And they're all in special purpose vehicles. So that, you know, our leverage is compartmentalized and structured in a very, you know, sort of low-impact way. Now, our cost of capital as a result of that is slightly higher, perhaps, than some other BDCs, but it's a whole lot safer. So we've got a very solid, safe, long-term debt structure with maturities, you know, coming out in, you know, anywhere from, you know, a small amount in the next year, but largely it's like two to 10-year maturities out there. And so, and that, and we, you know, we've been very, you know, it's been a you know, a lot of work on our part to get that debt structure and have it out there, you know, in, in place. And so you want to be very careful changing that. And then, so that's the liability side. Now the asset side is something else. And I think as you look at our portfolio, we, you know, we have talked at length about these discrete portfolio issues, you know, two of which were losses. And then the other two, we kind of got back, back home on, um, you know, in the last year. So, but if you, you know, if you look past those and you look at what our portfolio is right now in terms of, you know, largely, you know, 85% plus type of, uh, senior debt, senior secured, you know, we are, you know, in the most senior lender and we, you know, we're involved in all, you know, decision-making close to the company, et cetera. And then you look at the quality of credit quality and the performance of that portfolio. We have a very solid performing asset base. So, um, we think that equation is a sound one. And so I think talking about leverage in isolation or in comparison with other BDCs without talking about these character elements of both the asset side and the liability side, it's having like a two-dimensional conversation about like a four-dimensional situation. And so we don't view our leverage as particularly high or particularly dangerous. And we view it as a tremendous asset. And the average cost of this leverage structure is, you know, much less than our dividend right now. You know, our dividend yield is like 12 percent. Our average cost is what, five or six percent. So so our debt cost is very, very accretive to to to our equity as structured. And again, you know, if you look at what happened in COVID, just to pick one example, there were a number of BDCs that had some real issues in terms of having to repay or fund or equitize some of their short-term asset-based credit facilities where we didn't. In the period after COVID, we put a lot of capital to work because we were well-structured for that type of environment. And that's with a lot of leverage. And that was a tremendous period of growth for us and high quality growth. And we did some very, very good investments, and we deepened our relationships because we were able to help our sponsors in critical times, all because of the nature of our debt structure was impervious to that type of event in the short term. And so we believe we're very well structured for the environment we're in, and we just don't believe that this debt structure is a negative. We think our debt structure is a positive.

Bryce, did we lose you?

Nope, we're good. Sorry, I was on mute. Thanks a lot for the caller. All right. Thanks, Bryce.

Thank you. That does conclude today's Q&A session. I would now like to turn the call back over to Christian for closing remarks. Please go ahead.

Okay. We'd like to thank everyone for joining us today, and we look forward to speaking with you next quarter. Thank you.

Thank you all for joining today's conference call. You may now disconnect.