Good morning, ladies and gentlemen. Thank you for standing by. Welcome to Saratoga Investments Corp Fiscal First Quarter 2020 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 Compliance Officer, Mr. Henri Steenkamp. You may begin.

Thank you. I would like to welcome everyone to Saratoga Investment Corp's fiscal first quarter 2020 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 first quarter 2020 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 from 1 PM today through July 18. 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, Henri, and welcome, everyone. During this first fiscal quarter, Saratoga continued to build on the growth of our high-quality portfolio utilizing our strong capital base and maintaining our industry leadership within the BDC sector as reflected in our key performance metrics and overall performance. Of particular note, is a continued strong credit performance of our overall portfolio this quarter. While a challenging competitive environment persists, our origination efforts combined with our flexible capital structure and diversified sources of cost-effective liquidity continue to support our robust pipeline of available deal sources driving greater scale.To briefly recap the past quarter on Slide 2. First, we continue to strengthen our financial foundation this quarter by maintaining a high level of investment credit quality with 98.7% of our loan investments having our highest rating. Generating a return on equity of 11.7% on a trailing 12-month basis with 16.6% annualized return on equity in Q1, both significantly beating the BDC industry mean of 8.7%, recognizing a $4 million unrealized gain on the overall portfolio this quarter and registering a gross unlevered IRR of 13.4% on our total unrealized portfolio with gross unlevered IRR of 13.9% on total realizations of 376 million.Second, our assets under management grew to $410 million this quarter, a 2% increase from $402 million as of last quarter, primarily reflecting the strong portfolio performance and a 19% increase from $343 million as of the same time last year. This quarter continues to demonstrate the success of our growing origination platform with a healthy $27 million of originations. Importantly, our new originations included three new portfolio company investments.Third, the continued strengthening of our financial foundation has enabled us to increase our quarterly dividend for the 19th consecutive quarter. We paid a quarterly dividend of $0.55 per share for the first quarter…

Thank you, Chris. Slide 4 highlights our key performance metrics for the quarter ended May 31, 2019. When adjusting for the incentive fee accrual related to net unrealized capital gains in the second incentive fee calculation, adjusted NII of $4.6 million was down 6.2% from $4.9 million last quarter, and up 15.9% from $4.0 million as compared to last year's Q1. Adjusted NII per share was $0.60, down $0.04 from $0.64 per share last year and down $0.06 from $0.66 per share last quarter.Just a reminder, that it is important to adjust NII for the second incentive fee expense as the significant appreciation to our portfolio, which drives the incentive fee expense, is not included in NII, while the incentive fee expense is. So, only one side of the transaction is in NII. ROE of course includes both the gain and the expense. The increase in adjusted NII from last year, primarily reflects the higher level of investments and resultant higher interest income with AUM up 19% from last year.The decrease from last quarter primarily reflects the deferred tax benefit recognized last quarter that did not recur. The decrease in adjusted NII per share from last year was primarily due to a steady increase in the number of shares outstanding. Weighted average common shares outstanding increased from 6.3 million shares for the three months ended May 31, 2018 to 7.5 million and 7.7 million shares for the three months ended February 28, 2019 and May 31, 2019 respectively.Adjusted NII yield was 10.1% when adjusted for the incentive fee accrual. This yield is down 100 basis points from 11.1% last year, and 110 basis points from 11.2% last quarter, reflecting the impact of our growing NAV and the effect of our currently undeployed capital. For this first quarter, we experienced a…

Thanks, Henri. I’ll take a couple of minutes to describe the current market as we see it, and then comment on our current portfolio performance and investment strategy. Our highly competitive landscape remains largely unchanged since we last spoke. Deal activity is healthy, but an abundance of capital persists creating optimal issuance conditions for borrowers and a general market environment that is borrower friendly. Commercial banks and non-bank direct lenders are becoming more aggressive, exacerbating a supply and demand dynamic that tightens price and expands leverage tolerances.We continue to see no spread expansion despite the continued reduction in LIBOR experience this quarter coupled with a swing in rate expectations to one of a decreasing rate environment. In the phase of this kind of market, our approach has always been to underwrite each investment working directly with management and ownership to make a thorough assessment of a long-term strength of the company and its business model.We invest capital with the objective of finding differentiated businesses where our capital can be put to work to produce the best risk-adjusted accretive returns for our shareholders over the long-term. We believe this approach has contributed to our successful returns and has also positioned us well for any future market downturns. With net portfolio appreciation of $4 million in Q1, we are also pleased with how our overall portfolio is performing. We believe this reflects the strength of our underwriting approach and team and the quality of opportunities that exist in the market in which we operate.Looking at leverage on Slide 12, you can see that debt multiples increased in calendar Q1 with almost 80% of multiples above five times versus two out of three deals last year. Against this backdrop, we have been able to maintain a relatively modest risk profile. Total leverage for…

Great. Thank you, Mike. As outlined on Slide 16, this past quarter, we again increased our dividend by $0.01 to $0.55, a 2% increase representing the nineteenth sequential quarter of dividend increases. Slide 17 shows the 7.8% year-over-year dividend growth, easily places us near the very top of our peers in one of only seven BDCs of the grown dividends the past year. With most BDCs having either no increases or decreasing the size of the dividend payments, our continually increasing dividend has differentiated us within the marketplace. Saratoga continues to outperform the industry.Moving on to Slide 18, our total return over the last 12 months, which includes both capital appreciation and dividends has generated total returns of 9%, beating the BDC index of 8%. Our longer-term performance is outlined on our next slide, 19. Our three and five-year return places us in the top two and four respectively of all BDCs for both time horizons. Over the past three years, our 92% return exceeded the 30% return of the index, and over the past five years our 146% return exceeded the index's 24% return.On Slide 20 you can further see our outperformance placed in the context of the broader industry and specific to certain key performance metrics. We continued to achieve high marks and outperform the industry across diverse categories, including interest yield on the portfolio, latest 12-month NII yield, latest 12 months return on equity, dividend coverage, year-over-year dividend growth, NAV per share growth and investment capacity.Of note is, that as our assets have grown and we’re starting to achieve scale, our expense ratio is moving closer towards the industry averages. We continue to focus on the latest 12-month return on equity and NAV per share outperformance, which reflects the growing value our shareholders are receiving.Moving on to…

Thank you. [Operator Instructions] And our first question will come from the line of Casey Alexander with Compass Point. Your line is now open.

Hi, good morning.

Good morning, Casey.

Good morning.

My first question relates to the amount of cash that you’re holding. Are you strategically holding back some cash in the event that the second SBIC license happens to come through?

Casey, no. I mean our – I think our cash levels are really more, you know, a reflection of redemptions and new investments.

Okay.

So, it’s just reflective of the ups and downs of our business. As we’ve said in the past, it – you know we wish it moved up and to the right on a straight line, but it just – the nature of our business is pretty lumpy. I will add to that that we feel very good about our pipeline of deal opportunities and feel very good about our ability to deploy that capital.

Let me ask you a different question, and this is really kind of, you know, strategic for the whole team because – I understand that because of your SBIC debentures, your regulatory leverage ratio is well in line at 0.72 or somewhere around there. The total leverage ratio is around, you know, a little better than 1.5. Is there a practical limit to the total leverage ratio that you have to keep an eye on even though it's not a part of your regulatory leverage ratio? Is there a degree to which you wouldn’t want to get past as it relates to the total leverage ratio?

Casey, I don't think that there’s necessarily a hard and fast line there from a regulatory standpoint. I think as always, and you know, looking at our, you know, our cumulative performance over the last, you know, nine years at this time, you know, we’re much more reactive to the type and quality of the investments that are available to us. And then, with that portfolio, we are also mindful of how and how to best finance that in terms of our – you know the liabilities on our balance sheet, the mix of equity and debt.And as you see, you know, we had some success in the last, you know, short period of time since the last quarter on our ATM issuance, so we’re able to add some equity there. We’ve actually repaid a bunch of our debt, but that debt still remains available. So, we're not really focused on some absolute leverage limit, we are more focused on what is available that fit our credit criteria. And then, we have been fortunate enough and we hope to be fortunate enough going forward to be able to put together a balance sheet that is, you know, supportive of that asset base and reasonably conservatively structured.I think it’s important to remember the characteristics of the debt that we have outstanding, which is it's basically all fixed rate and it's all termed out with, you know, 6 to 10-year maturities from today, and no covenants, no financial covenants and no amortization. So, it's a very conservative long-term fixed rate debt package we have. We do have revolvers, you know, which we go into and out of depending on swing factors that at this point in time that's essentially zero. So, anyway – is that responsive to your question Casey?

Yes, it is. Thank you. That's very responsive. Two more quick questions, I’ll ask them both at once and then you can wrap me up. First of all, what is the quarter end percentage of floating rate assets in the portfolio? And secondly, could you review the Fancy Chap transaction considering the fact that it came on the balance sheet this quarter, and according to your commentary it's coming – it's already come off in this subsequent quarter?

I’ll grab the first one, Casey, which is the variable rate, it’s pretty unchanged from the last quarter, and as of the end of this quarter it was 83% was variable rate asset.

Great.

Yes. And then, obviously, you know, all of our debt as a standard practice, have floors of which we’ve, I think, more recently seen the floors moving, you know, up into sort of the 200 level.

That’s typically a negotiation where the floors are, but we’re mindful of, you know, the fact that we’re making these floating rate investments. We try to structure them so that we get the benefit of upside if it's a rising rate environment. We also try to, and this is a negotiated term, structure it so that we put a floor in place that’s, you know, closer to where the LIBOR is in the current market. And so, as the portfolio continues to build that’s something that we’re mindful of going forward.

In Fancy Chap.

Okay. And then, you could just reduce the Fancy Chap because obviously it’s a very successful investment but it came in and went out so fast. I just think that’s an unusual circumstance.

It’s a blessing and a curse because we always talk about how you work so hard to get assets deployed and then when they come back, you’ve got to go redeploy that capital. I guess in this case we are sort of between ourselves sort of saying, well at least it wasn't a really large debt investment. It came back and was short lived. But the good news is that, and this is with the, you know, growing sponsor relationship that we have with the owner of this business.The good news is that we had an equity investment in this business as well. As the company was growing, they were seeking some additional debt capital, as well as some equity capital. They were not expecting to sell the business, but essentially got an offer that they couldn’t refuse. And so, it was a short-lived investment, but thankfully we had a meaningful equity investment and enjoyed a really fantastic IRR and return on capital in a matter of a couple months.

Well, that’s good. Well, congratulations on that outcome and thanks for taking my questions.

Thanks, Casey.

Thank you. And our next question will come from the line of Mickey Schleien with Ladenburg. Your line is now open.

Yes, good morning everyone. Casey asked several of the questions that I was going to ask, but I do have a couple of more. There has obviously been a lot of talk about the yield curves inversion and I’m curious to understand whether you’re seeing any trends in the portfolio pointing to a sharp slowdown amongst your borrowers?

We have not seen that, Mickey. I mean we certainly are always mindful of macro-economic trends, and you know, see that as well. But as we look at our portfolio, we haven't – we haven't seen a broader economic, you know, indicators that would say that the economy is pressuring these businesses in a negative way. This – it’s just not something we’ve seen in our portfolio.

And Mike, when you underwrite, you know, I don't know how long the borrowers that you’re invested in have been around, but do you have a sense of how much their EBITDA on average sort of would have declined in previous recessions?

Yes, it’s a great question because, you know, several years ago we were – had the benefit of being able to look at how a company performed in the last downturn. We still have that benefit for a large number of our investments. But as the – as the recovery has been so long, it has been so long dated, what we end up doing for some of them if they haven't been around that long is we start to dig into the industry and look at metrics that would be good indicators of how much exposure a given business would have to a downturn if there were one, and that's something that we take very seriously and we do rigorous analysis around each of the investments we make before we do so to get a sense for whether if there were to be a downturn, we feel like the capital structure could hold up and the business could hold up.

Okay. I understand. And turning to Censis Technology, was the upswing in valuation due to market multiples or was it operating performance? And if its performance, is there something specific to Censis that would help us understand what's going on there?

It’s purely operating performance. The business is performing exceptionally well. We've been in this credit for a good deal of time and thankfully have an equity co-investment in the business. The company undertook an acquisition, executed on an acquisition recently to buy the Number 2 player in its space and as a consequence, it had always been the Number 1 player in its space, and as a consequence of that acquisition it is the clear and away largest, you know, participant in its business. So, it has a major market share and it's starting to benefit that much further from that. So, it's purely a reflection of exceptional operating performance.

Okay, I understand. And just a couple more questions, on Slide 15 in the deck, there's a little dotted box in the SBIC breakout, am I correct in understanding that that $21.4 million is the cash in the SBIC?

Correct, Mickey, that’s currently cash sitting in the SBIC. But as you can see, the – from an asset perspective, the license is really fully funded at the moment. It allows us to still recycle as opportunities present itself, but that's just still cash that we can either deploy in the SBIC or a very large proportion of it we can withdraw out of the SBIC if we wanted to. But with excess cash at the moment that's just resident there at the moment.

And it’s a good question. Let me just add to that because both you and Casey were focused on it and we recognize certainly that the cash position that we’re in is sub-optimal in the long-term. We, as I mentioned before, feel really good about our pipeline and our ability to deploy the capital over time. We mentioned that we’ve closed, you know, just in July on a couple of new deals and feel very good about our prospects for deploying that capital. One of the nice things about that is that it’s just pure math as we deploy that capital and its cash, we’re not borrowing so it – the earnings from the asset deployment fall straight to the bottom line. So, we enjoy a pretty healthy spread between our NII and what our dividend rate is. As we deploy that cash capital that spread, we would expect to grow.

Do you think that the cash which has been now available in the SBIC for a while is something that's holding the SBA back from granting you the second license? In the words, are the saying, well, you’ve got a liquidity in the first license, you don’t need the second license yet?

I don't think so. I mean I think they have their own process and they run it on by fund-by-fund basis, and, you know, clearly they have, you know, pretty – we have a pretty extensive reporting to them, so they do know everything that's in the portfolio and they have known that for a while. But as far as we know, in terms of their decision-making process, the – you know the excess liquidity or – that’s – it’s called read, it’s basically retained earnings that we’re able to take out at our discretion because we’re, you know, over collateralized in effect by that amount.And so, you know, it’s not really permanent capital and its pretty flexible capital. So, to answer your question, yes, they are aware of it because we report extensively to them. But secondarily, we don't believe that that's a factor in their decision-making for a second license.

Yes, and just to emphasize that's not equity that $21 million, Mickey, that’s – the license remain $75 million equity, $150 million debentures, $225 million, which they view as fully funded. That is just excess cash and distributable earnings.

Understood. And my last question, just in terms of gauging risk in the portfolio, can you give us a sense of what the average EBITDA is for your borrowers in the portfolio as well?

We’d have to – I’d have to come back to you on that. You know I think what I can say is that we do operate in the lower and at the middle market. So, the vast majority of the businesses that we’re investing in, you know, have, you know, [sub $15 million] in EBITDA. The trick when we are underwriting that and I shouldn’t use the word trick, the key thing as we’re underwriting these businesses though is, we’re looking for businesses that have durability that are really strong businesses that we feel very comfortable are going to sustain their enterprise value and grow their enterprise value. Lots of people would say, gosh, that’s harder to do with the smaller end of middle market.If you really evaluate the difference between large and why people have that opinion, the difference between large middle-market deals and smaller middle-market deals is that, you know, the larger middle-market deals sometimes have greater customer diversity; they’ve got deeper management teams; they have some elements to those businesses that can make them more stable. What we try to do when we look at some of these smaller businesses is that we look for some of those same factors, we look for a lots of customer diversity; we look for businesses that have really strong management teams with a good bench in really good markets that are producing high cash flow. So, they have a lot of the elements that you would see in larger businesses.

Mike, just a follow up. If I look at one of your new investments like in motion now, which was the first lean, I’m assuming you’re the debt capital provider, in other words, it's not a club deal, that would imply assuming a reasonable multiple that you’re willing to do deals with borrowers in the sort of $3 million, $4 million of EBITDA, is that correct?

That’s right. If the credit profile is strong, we would be willing to support businesses in that size range for sure.

Okay, terrific. That’s it for me. You’ve been very helpful. I thank you for your time.

Thanks, Mickey.

Thank you.

Thank you. [Operator Instructions] Our next question will come from Tim Hayes of B. Riley FBR. Your line is open.

Hi, good morning everyone. Thanks for taking my questions. My first one, Mike, you noted in your remarks that you closed two investments in July. And then, you guys also highlighted the Fancy Chap exit. Can you just confirm that that’s the only portfolio activity that’s occurred so far this quarter? And then, if you’re willing to maybe touch on repayment activity so far in the quarter as well?

Hi, Tim. Its Henri here. You know we don't generally comment, you know, to a significant level on our portfolio originations and repayments post quarter end, but obviously cognizant that as of quarter-end, we had some cash outstanding. You know we felt it notable just to mention that we have had a couple of closings since quarter end, the ones that Mike alluded to actually in July itself. And so, we have had multiple originations since quarter end. But, you know, I think either than that we just don't comment I think in more detail on that as it, you know, continues to change on a daily basis.

Okay, fair enough. And then, you know, I know you highlighted the Fancy Chap exit in the press release, but, you know, obviously didn't know what type of gain you expect and we can see where it’s kind of held out in the schedule investments. But just wondering if you expect a gain that’s materially higher than, you know, what would be implied in [SOI]?

No, the – you know when you do your fair value at the end of the quarter, you do consider and assess, you know, certain conditions that existed post quarter end. And so, we obviously factored in the realization that had occurred since off the quarter end. And so, the gain that you see in Q1 is a significant – is primarily the amount that we recognized.

Okay, understood. And then, you know, you talked about the pipeline, but if you had to describe it, you know, in a word or two, how would you describe it? Is it kind of in line with where it’s been? Is it very strong? And then, are any of the characteristics of the deals you're seeing any different in any way whether it be industry or loan size or a sponsor versus non-sponsor etcetera?

I would characterize it as healthy and consistent with last year with the addition, and this is what we get excited about, with the addition of opportunities from new relationships that we didn't have a year ago. So, when we think about growing our business, it certainly is a matter of growing assets, but the way you get those assets is building relationships that are going to repeat customers if you will, and our business development efforts this year are starting to bear fruit in that respect. So, it's something that we’re pretty excited about.

Okay, got it. Thanks for those comments, Mike. And then, you know, Mike, you’d also touched on this a bit with – on Fancy Chap, but repayments have been a bit elevated over the past six months as, I believe you mentioned, and would you say this is just a timing thing or more broadly reflects strong credit performance and company is executing on their business plans in being able to repay their loans? And if, you know, if it is whether it’s the latter or not, you know, roughly what percentage of repayments over the last six months would you say were kind of refi driven?

I’d have to look at the numbers, but I think more of them are just excess change of control driven than otherwise. We’re not seeing any – I think just stepping back and thinking about repayments, we would expect our repayment activity to be normal for a portfolio company of our size. You know you can get surprises occasionally for sure, but we would expect this year’s repayment activity to be normal for a company of our size, and reflective of what we’ve had historically.

And one more, just a broader comment, I think that the repayment activity on the one hand, you know, we think is reflective of the quality of our portfolio and the quality as you say, but the company is hitting their plans and ultimately reaching exits, but we’re also on the origination side seeing a lot of activity as well. So, we think there is still a pretty robust activity in the marketplace that we’re serving.

Right, right. Okay. Thanks for that. and then, my last one here, the portfolio yield dropped a bit this quarter and the portfolio mix, obviously shifted a bit more first lean as you pointed out and yields on new portfolio investment seem to be a bit lower as well. Just wondering if those trends, if you believe it reflects competition in the space and you needing to give up a little bit yield to win deals.

We aren't seeing that so much. I think the way we've typically deployed assets as we look at what the opportunity set is, what the business is and where we want to be on the balance sheet. And when we find a first lien senior secured investment, on average the yield on that opportunity is going to be a little less than something that's more junior in the capital structure. We happen to be finding some good deal opportunities that are top of the capital stack, which we think is a very good thing. But the change in yield is more reflective of that.

Okay. I appreciate you taking my questions this morning.

Alright, thanks Tim.

Thank you. And that concludes our question-and-answer session for today. It is now my pleasure to hand the conference back over to Mr. Christian Oberbeck for any closing comments or remarks.

Well, we’d like to thank everyone for joining us today. We look forward to speaking with you next quarter.

Thank you everyone for joining us today. We look forward to speaking with you next quarter.