8-K
BCP Investment Corp (BCIC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2024
Portman Ridge Finance Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 814-00735 | 20-5951150 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 650 Madison Avenue, 23rd Floor<br> <br>New York, New York | 10022 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (212) 891-2880
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | PTMN | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On November 7, 2024, Portman Ridge Finance Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Additionally, on November 12, 2024, the Company made available on its website, http://www.portmanridge.com/home, a supplemental investor presentation with respect to the earnings release. A copy of the investor presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release, dated November 7, 2024 |
| 99.2 | Investor Presentation, dated November 12, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PORTMAN RIDGE FINANCE CORPORATION | |
|---|---|
| By: | /s/ Brandon Satoren |
| Name: | Brandon Satoren |
| Title: | Chief Financial Officer |
Date: November 12, 2024
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Portman Ridge Finance Corporation
Announces Third Quarter 2024 Financial Results
Reports Net Investment Income of $0.63 Per Share and Net Asset Value of $20.36 Per Share
Recurring PIK Income as a Percentage of Total Investment Income Declines by Over 200 Basis Points
Continued Share Repurchase Program: Total of 33,429 Shares for an Aggregate Cost of Approximately $0.6 Million Repurchased During theThird Quarter; Accretive to NAV by $0.01 Per Share
Announces Fourth Quarter 2024 Quarterly Distribution of $0.69 Per Share
NEW YORK, November 7, 2024 – Portman Ridge Finance Corporation (Nasdaq: PTMN) (the “Company” or “Portman Ridge”) announced today its financial results for the third quarter ended September 30, 2024.
Third Quarter 2024 Highlights
| • | Total investment income for the third quarter of 2024 was **** $15.2 million, as compared to<br>$16.3 million for the second quarter of 2024, and $18.6 million for the third quarter of 2023. |
|---|---|
| • | Core investment income^1^, excluding the impact of<br>purchase price accounting, for the third quarter of 2024 was $15.2 million, as compared to $16.2 million for the second quarter of 2024, and $18.3 million for the third quarter of 2023. |
| --- | --- |
| • | Net investment income (“NII”) for the third quarter of 2024 was $5.8 million ($0.63 per<br>share) as compared to $6.5 million ($0.70 per share) in the second quarter of 2024, and $7.2 million ($0.75 per share) for the third quarter of 2023. |
| --- | --- |
| • | Net asset value (“NAV”), as of September 30, 2024, was $188.0 million ($20.36 per<br>share), as compared to NAV of $196.4 million ($21.21 per share) as of June 30, 2024. |
| --- | --- |
| • | Total shares repurchased in open market transactions under the Renewed Stock Repurchase Program during the<br>quarter ended September 30, 2024, were 33,429 shares at an aggregate cost of approximately $0.6 million, which was accretive to NAV by $0.01 per share. |
| --- | --- |
| ^1^ | Core investment income represents reported total investment income as determined in accordance with U.S.<br>generally accepted accounting principles, or U.S. GAAP, less the impact of purchase discount accretion in connection with the Garrison Capital Inc. (“GARS”) and Harvest Capital Credit Corporation (“HCAP”) mergers. Portman Ridge<br>believes presenting core investment income and the related per share amount is useful and appropriate supplemental disclosure for analyzing its financial performance due to the unique circumstance giving rise to the purchase accounting adjustment.<br>However, core investment income is a non-U.S. GAAP measure and should not be considered as a replacement for total investment income and other earnings measures presented in accordance with U.S. GAAP. Instead,<br>core investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance. |
| --- | --- |
| • | In July, the Company amended the terms of the senior secured revolving credit facility (“JPM Credit<br>Facility”) with JPMorgan Chase Bank, National Association (“JPM”) by increasing the aggregate principal amount by $85.0 million, for a total of $200.0 million, and reduced the applicable margin from 2.80% per annum to 2.50%<br>per annum. Additionally, the reinvestment period was extended from April 29, 2025 to August 29, 2026, and the maturity date was extended from April 29, 2026 to August 29, 2027. Finally, using the amended JPM Credit Facility, the<br>Company refinanced the remaining $85.0 million of the Senior Secured Notes, due November 20, 2029 and issued by Portman Ridge Funding 2018-2 LLC (the<br>“2018-2 Secured Notes”), on August 20, 2024. |
| --- | --- |
Subsequent Events
| • | On November 7, 2024, the Company declared a cash distribution of $0.69 per share of common stock. The<br>distribution is payable on November 29, 2024 to stockholders of record at the close of business on November 19, 2024. |
|---|
Management Commentary
Ted Goldthorpe, Chief ExecutiveOfficer of Portman Ridge, stated, “Following the strong earnings we saw in the first half of 2024, the Company’s third quarter earnings were temporarily impacted by prudent cash and portfolio management initiatives prior to successfully refinancing the 2018-2 Secured Notes. However, I am very pleased with the work we did on the right-side of the balance sheet and the substantial improvements we made to the Company’s debt capital structure. Specifically, the Company upsized and termed out the JPM Credit Facility, while also reducing the spread by a full 30 basis points. Further, using the upsized and lower cost JPM Credit Facility, the Company refinanced the remaining $85.0 million of 2018-2 Secured Notes at the end of August, which resulted in further net spread savings of approximately 28 basis points. These savings are significant, and the Company’s new lower cost of financing positions the Company well for the future.
With that in mind, we continue to believe our stock remains undervalued and thus we continued repurchasing shares during the third quarter of 2024 under our Rule 10b-5 stock repurchase program. Specifically, during the quarter ended September 30, 2024, the Company repurchased 33,429 shares in the open market for an aggregate cost of approximately $0.6 million, which was accretive to NAV by $0.01 per share and reinforces our commitment to increasing shareholder value.
Looking ahead to the final quarter of 2024 and the beginning of 2025, with the Company’s balance sheet fortified by the amended lower cost JPM Credit Facility, we expect to be active in the market and net deployers of the Company’s capital which we believe will restore net investment income back in line with more normalized levels. Above all, despite the current economic uncertainty and a dynamic interest rate environment, we remain confident in our prudent investment strategy, strong pipeline, and experienced management team, and believe the Company remains well positioned with strong spillover earnings to continue to deliver positive returns to our shareholders.”
Selected Financial Highlights
| • | Total investment income for the quarter ended September 30, 2024, was $15.2 million, of which<br>$12.7 million was attributable to interest income, inclusive of payment-in-kind income, from the Debt Securities Portfolio. This compares to total investment income<br>of $18.6 million for the quarter ended September 30, 2023, of which $15.8 million was attributable to interest income, inclusive of payment-in-kind<br>income, from the Debt Securities Portfolio. |
|---|---|
| • | Core investment income for the third quarter of 2024, excluding the impact of purchase discount accretion,<br>was $15.2 million, a decrease of $3.1 million as compared to core investment income of $18.3 million for the third quarter of 2023. |
| --- | --- |
| • | Net investment income (“NII”) for the third quarter of 2024 was $5.8 million ($0.63 per<br>share) as compared to $7.2 million ($0.75 per share) for the third quarter of 2023. |
| --- | --- |
| • | Non-accruals on debt investments, as of September 30, 2024,<br>were nine debt investments representing 1.6% and 4.5% of the Company’s investment portfolio at fair value and amortized cost, respectively. This compares to nine debt investments representing 0.5% and 4.5% of the Company’s investment<br>portfolio at fair value and amortized cost, respectively, as of June 30, 2024. |
| --- | --- |
| • | Total investments at fair value as of September 30, 2024, were $429.0 million and consisted of<br>investments in 95 portfolio companies. The debt investment portfolio at fair value as of September 30, 2024 was $347.0 million, which excludes CLO Funds and Joint Ventures, and was comprised of 72 different portfolio companies across 28<br>different industries with an average par balance per entity of approximately $2.7 million. This compares to total investments of $444.4 million at fair value as of June 30, 2024 and consisted of investments in 92 portfolio companies.<br>The debt investment portfolio at fair value as of June 30, 2024 was $358.9 million, which excludes CLO Funds and Joint Ventures, and was comprised of 75 different portfolio companies across 28 different industries with an average par<br>balance per entity of approximately $2.6 million. |
| --- | --- |
| • | Weighted average contractual interest rate on our interest earning Debt Securities Portfolio as of<br>September 30, 2024 was approximately 11.9%. |
| --- | --- |
| • | Par value of outstanding borrowings, as of September 30, 2024, was $267.5 million compared to<br>$285.1 million as of June 30, 2024, with an asset coverage ratio of total assets to total borrowings of 170% and 169%, respectively. On a net basis, leverage as of September 30, 2024 was 1.3x^2^ compared to net leverage of 1.3x^2^ as of June 30, 2024. |
| --- | --- |
| ^2^ | Net leverage is calculated as the ratio between (A) debt, excluding unamortized debt issuance costs, less<br>available cash and cash equivalents, and restricted cash and (B) NAV. Portman Ridge believes presenting a net leverage ratio is useful and appropriate supplemental disclosure because it reflects the Company’s financial condition net of<br>$26.8 million and $36.6 million of cash and cash equivalents and restricted cash as of September 30, 2024 and June 30, 2024, respectively. However, the net leverage ratio is a non-U.S. GAAP<br>measure and should not be considered as a replacement for the regulatory asset coverage ratio and other similar information presented in accordance with U.S. GAAP. Instead, the net leverage ratio should be reviewed only in connection with such U.S.<br>GAAP measures in analyzing Portman Ridge’s financial condition. |
| --- | --- |
Results of Operations
Operating results for the three months ended September 30, 2024, and September 30, 2023, were as follows:
| For the Three Months Ended<br><br><br>September 30, | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands, except share and per share amounts) | 2024 | 2023 | ||||
| Total investment income | $ | 15,177 | $ | 18,574 | ||
| Total expenses | 9,375 | 11,408 | ||||
| Net Investment Income | 5,802 | 7,166 | ||||
| Net realized gain (loss) on investments | (11,419 | ) | (1,636 | ) | ||
| Net change in unrealized gain (loss) on investments | 4,511 | 1,708 | ||||
| Tax (provision) benefit on realized and unrealized gains (losses) on investments | — | 264 | ||||
| Net realized and unrealized appreciation (depreciation) on investments, net of taxes | (6,908 | ) | 336 | |||
| Net realized gain (loss) on extinguishment of debt | (403 | ) | (57 | ) | ||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (1,509 | ) | $ | 7,445 | |
| Net Increase (Decrease) In Net Assets Resulting from Operations per Common Share: | ||||||
| Basic and Diluted: | $ | (0.16 | ) | $ | 0.78 | |
| Net Investment Income Per Common Share: | ||||||
| Basic and Diluted: | $ | 0.63 | $ | 0.75 | ||
| Weighted Average Shares of Common Stock Outstanding — Basic and Diluted | 9,244,033 | 9,505,172 |
Investment Income
The composition of our investment income for the three and nine months ended September 30, 2024, and September 30, 2023, was as follows:
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Interest income, excluding CLO income and purchase discount accretion | $ | 11,434 | $ | 13,174 | $ | 35,109 | $ | 41,436 | ||||
| Purchase discount accretion | 25 | 238 | 210 | 1,706 | ||||||||
| PIK income | 1,552 | 2,421 | 5,759 | 4,987 | ||||||||
| CLO income | 254 | 502 | 1,335 | 1,879 | ||||||||
| JV income | 1,669 | 2,073 | 5,122 | 6,861 | ||||||||
| Fees and other income | 243 | 166 | 505 | 1,658 | ||||||||
| Investment Income | $ | 15,177 | $ | 18,574 | $ | 48,040 | $ | 58,527 | ||||
| Less: Purchase discount accretion | $ | (25 | ) | $ | (238 | ) | $ | (210 | ) | $ | (1,706 | ) |
| Core Investment Income | $ | 15,152 | $ | 18,336 | $ | 47,830 | $ | 56,821 |
Fair Value of Investments
The composition of our investment portfolio as of September 30, 2024, and December 31, 2023, at cost and fair value was as follows:
| ($ in thousands) | September 30, 2024 | December 31, 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Security Type | Cost/Amortized<br>Cost | Fair Value | Fair ValuePercentage ofTotal Portfolio | Cost/Amortized<br>Cost | Fair Value | Fair ValuePercentage ofTotal Portfolio | ||||||||
| First Lien Debt | $ | 338,616 | $ | 316,444 | 73.8 | % | $ | 351,858 | $ | 336,599 | 71.9 | % | ||
| Second Lien Debt | 36,758 | 28,885 | 6.7 | % | 50,814 | 41,254 | 8.8 | % | ||||||
| Subordinated Debt | 8,056 | 1,696 | 0.4 | % | 7,990 | 1,224 | 0.3 | % | ||||||
| Collateralized Loan Obligations | 7,881 | 6,786 | 1.6 | % | 9,103 | 8,968 | 1.9 | % | ||||||
| Joint Ventures | 64,153 | 52,288 | 12.2 | % | 71,415 | 59,287 | 12.7 | % | ||||||
| Equity | 29,493 | 22,879 | 5.3 | % | 31,280 | 20,533 | 4.4 | % | ||||||
| Asset Manager Affiliates^(1)^ | 17,791 | — | — | 17,791 | — | — | ||||||||
| Derivatives | 31 | — | — | 31 | — | — | ||||||||
| Total | $ | 502,779 | $ | 428,978 | 100.0 | % | $ | 540,282 | $ | 467,865 | 100.0 | % | ||
| ^(1)^ | Represents the equity investment in the Asset Manager Affiliates. | |||||||||||||
| --- | --- |
Liquidity and Capital Resources
As of September 30, 2024, the Company had $267.5 million (par value) of borrowings outstanding at a current weighted average interest rate of 6.7%, of which $108.0 million par value had a fixed rate and $159.5 million par value had a floating rate. This balance was comprised of $159.5 million of outstanding borrowings under the JPM Credit Facility, and $108.0 million of 4.875% Notes due 2026. On August 20, 2024, an optional redemption of the CLO occurred, and all rated notes were repaid in full. As of September 30, 2024, no 2018-2 Secured Notes were outstanding.
As of September 30, 2024, and December 31, 2023, the fair value of investments and cash were as follows:
| ( in thousands) | |||
|---|---|---|---|
| Security Type | December 31, 2023 | ||
| Cash and cash equivalents | 13,736 | $ | 26,912 |
| Restricted Cash | 13,039 | 44,652 | |
| First Lien Debt | 316,444 | 336,599 | |
| Second Lien Debt | 28,885 | 41,254 | |
| Subordinated Debt | 1,696 | 1,224 | |
| Equity | 22,879 | 20,533 | |
| Collateralized Loan Obligations | 6,786 | 8,968 | |
| Asset Manager Affiliates | — | — | |
| Joint Ventures | 52,288 | 59,287 | |
| Derivatives | — | — | |
| Total | 455,753 | $ | 539,429 |
All values are in US Dollars.
As of September 30, 2024, the Company had unrestricted cash of $13.7 million and restricted cash of $13.0 million. This compares to unrestricted cash of $9.8 million and restricted cash of $26.8 million as of June 30, 2024. As of September 30, 2024, the Company had $40.5 million of available borrowing capacity under the JPM Credit Facility.
Interest Rate Risk
The Company’s investment income is affected by fluctuations in various interest rates, including SOFR and prime rates.
As of September 30, 2024, approximately 91.2% of our Debt Securities Portfolio at par value were either floating rate with a spread to an interest rate index such as SOFR or the PRIME rate. 88.5% of these floating rate loans contain floors ranging between 0.50% and 5.25%. We generally expect that future portfolio investments will predominately be floating rate investments.
In periods of rising or lowering interest rates, the cost of the portion of debt associated with the 4.875% Notes Due 2026 would remain the same, given that this debt is at a fixed rate, while the interest rate on borrowings under the JPM Credit Facility would fluctuate with changes in interest rates.
Generally, the Company would expect that an increase in the base rate index for floating rate investment assets would increase gross investment income and a decrease in the base rate index for such assets would decrease gross investment income (in either case, such increase/decrease may be limited by interest rate floors/minimums for certain investment assets).
| Impact on net investment income from<br>a change in interest rates at: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 1% | 2% | 3% | ||||||
| Increase in interest rate | $ | 1,732 | $ | 3,501 | $ | 5,270 | |||
| Decrease in interest rate | $ | (1,712 | ) | $ | (3,425 | ) | $ | (5,072 | ) |
Conference Call and Webcast
We will hold a conference call on Tuesday, November 12, 2024, at 10:00 am Eastern Time to discuss our third quarter 2024 financial results. To access the call, stockholders, prospective stockholders and analysts should dial (646) 307-1963 approximately 10 minutes prior to the start of the conference call and use the conference ID 6715408.
A live audio webcast of the conference call can be accessed via the Internet, on a listen-only basis on the Company’s website www.portmanridge.com in the Investor Relations section under Events and Presentations. The webcast can also be accessed by clicking the following link: https://edge.media-server.com/mmc/p/ma5zjqpa. The online archive of the webcast will be available on the Company’s website shortly after the call.
About Portman Ridge Finance Corporation
Portman Ridge Finance Corporation (Nasdaq: PTMN) is a publicly traded, externally managed investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. Portman Ridge’s middle market investment business originates, structures, finances and manages a portfolio of term loans, mezzanine investments and selected equity securities in middle market companies. Portman Ridge’s investment activities are managed by its investment adviser, Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors L.P.
Portman Ridge’s filings with the Securities and Exchange Commission (the “SEC”), earnings releases, press releases and other financial, operational and governance information are available on the Company’s website at www.portmanridge.com.
About BC Partners Advisors L.P. andBC Partners Credit
BC Partners is a leading international investment firm in private equity, private credit and real estate strategies. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm’s offices in North America and Europe. For more information, please visit https://www.bcpartners.com/.
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. The matters discussed in this press release, as well as in future oral and written statements by management of Portman Ridge Finance Corporation, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.
Forward-looking statements relate to future events or our future financial performance and include, but are not limited to, projected financial performance, expected development of the business, plans and expectations about future investments and the future liquidity of the Company. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “outlook”, “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
Important assumptions include our ability to originate new investments, and achieve certain margins and levels of profitability, the availability of additional capital, and the ability to maintain certain debt to asset ratios. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this press release should not be regarded as a representation that such plans, estimates, expectations or objectives will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) uncertainty of the expected financial performance of the Company; (2) expected synergies and savings associated with merger transactions effectuated by the Company; (3) the ability of the Company and/or its adviser to implement its business strategy; (4) evolving legal, regulatory and tax regimes; (5) changes in general economic and/or industry specific conditions, including but not limited to the impact of inflation; (6) the impact of increased competition; (7) business prospects and the prospects of the Company’s portfolio companies; (8) contractual arrangements with third parties; (9) any future financings by the Company; (10) the ability of Sierra Crest Investment Management LLC to attract and retain highly talented professionals; (11) the Company’s ability to fund any unfunded commitments; (12) any future distributions by the Company; (13) changes in regional or national economic conditions and their impact on the industries in which we invest; and (14) other changes in the conditions of the industries in which we invest and other factors enumerated in our filings with the SEC. The forward-looking statements should be read in conjunction with the risks and uncertainties discussed in the Company’s filings with the SEC, including the Company’s most recent Form 10-K and other SEC filings. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required to be reported under the rules and regulations of the SEC.
Contacts:
Portman Ridge Finance Corporation
650 Madison Avenue, 3rd floor
New York, NY 10022
info@portmanridge.com
Brandon Satoren
Chief Financial Officer
Brandon.Satoren@bcpartners.com
(212) 891-2880
The Equity Group Inc.
Lena Cati
lcati@equityny.com
(212) 836-9611
Val Ferraro
vferraro@equityny.com
(212) 836-9633
PORTMAN RIDGE FINANCE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| December 31,2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Investments at fair value: | |||||
| Non-controlled/non-affiliated<br>investments (amortized cost of 391,156 and 426,630, respectively) | 357,459 | $ | 398,325 | ||
| Non-controlled affiliated investments (amortized cost of<br>61,805 and 55,611, respectively) | 58,507 | 55,222 | |||
| Controlled affiliated investments (amortized cost of 49,818 and 58,041, respectively) | 13,012 | 14,318 | |||
| Total Investments at fair value (amortized cost of 502,779 and 540,282, respectively) | 428,978 | $ | 467,865 | ||
| Cash and cash equivalents | 13,736 | 26,912 | |||
| Restricted cash | 13,039 | 44,652 | |||
| Interest receivable | 5,544 | 5,162 | |||
| Receivable for unsettled trades | — | 573 | |||
| Due from affiliates | 1,518 | 1,534 | |||
| Other assets | 857 | 2,541 | |||
| Total Assets | 463,672 | $ | 549,239 | ||
| LIABILITIES | |||||
| 2018-2 Secured Notes (net of original issue discount of<br>— and 712, respectively) | — | $ | 124,971 | ||
| 4.875% Notes Due 2026 (net of deferred financing costs and original issue discount of 1,208 and<br>1,786, respectively) | 106,792 | 106,214 | |||
| Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs<br>of 1,352 and 775, respectively) | 158,126 | 91,225 | |||
| Payable for unsettled trades | — | 520 | |||
| Accounts payable, accrued expenses and other liabilities | 2,242 | 4,252 | |||
| Accrued interest payable | 4,659 | 3,928 | |||
| Due to affiliates | 1,029 | 458 | |||
| Management and incentive fees payable | 2,842 | 4,153 | |||
| Total Liabilities | 275,690 | $ | 335,721 | ||
| COMMITMENTS AND CONTINGENCIES | |||||
| NET ASSETS | |||||
| Common stock, par value 0.01 per share, 20,000,000 common shares authorized; 9,955,873 issued,<br>and 9,231,454 outstanding at September 30, 2024, and 9,943,385 issued, and 9,383,132 outstanding at December 31, 2023 | 92 | $ | 94 | ||
| Capital in excess of par value | 714,933 | 717,835 | |||
| Total distributable (loss) earnings | (527,043 | ) | (504,411 | ) | |
| Total Net Assets | 187,982 | $ | 213,518 | ||
| Total Liabilities and Net Assets | 463,672 | $ | 549,239 | ||
| Net Asset Value Per Common Share | 20.36 | $ | 22.76 |
All values are in US Dollars.
PORTMAN RIDGE FINANCE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| INVESTMENT INCOME | ||||||||||||
| Interest income: | ||||||||||||
| Non-controlled/non-affiliated<br>investments | $ | 11,357 | $ | 13,283 | $ | 35,891 | $ | 42,915 | ||||
| Non-controlled affiliated investments | 356 | 631 | 763 | 2,106 | ||||||||
| Total interest income | 11,713 | 13,914 | 36,654 | 45,021 | ||||||||
| Payment-in-kind<br>income: | ||||||||||||
| Non-controlled/non-affiliated<br>investments^(1)^ | 1,343 | 2,308 | 5,255 | 4,694 | ||||||||
| Non-controlled affiliated investments | 209 | 113 | 504 | 293 | ||||||||
| Total<br>payment-in-kind income | 1,552 | 2,421 | 5,759 | 4,987 | ||||||||
| Dividend income: | ||||||||||||
| Non-controlled affiliated investments | 1,669 | 1,429 | 5,122 | 4,677 | ||||||||
| Controlled affiliated investments | — | 644 | — | 2,184 | ||||||||
| Total dividend income | 1,669 | 2,073 | 5,122 | 6,861 | ||||||||
| Fees and other income: | ||||||||||||
| Non-controlled/non-affiliated<br>investments | 243 | 166 | 505 | 1,644 | ||||||||
| Non-controlled affiliated investments | — | — | — | 14 | ||||||||
| Total fees and other income | 243 | 166 | 505 | 1,658 | ||||||||
| Total investment income | 15,177 | 18,574 | 48,040 | 58,527 | ||||||||
| EXPENSES | ||||||||||||
| Management fees | 1,611 | 1,844 | 5,020 | 5,666 | ||||||||
| Performance-based incentive fees | 1,230 | 1,519 | 3,838 | 5,007 | ||||||||
| Interest and amortization of debt issuance costs | 5,120 | 6,343 | 16,210 | 19,047 | ||||||||
| Professional fees | 283 | 502 | 1,357 | 1,473 | ||||||||
| Administrative services expense | 596 | 617 | 1,313 | 1,947 | ||||||||
| Directors’ expense | 143 | 138 | 466 | 469 | ||||||||
| Other general and administrative expenses | 392 | 445 | 1,331 | 1,308 | ||||||||
| Total expenses | 9,375 | 11,408 | 29,535 | 34,917 | ||||||||
| NET INVESTMENT INCOME | 5,802 | 7,166 | 18,505 | 23,610 | ||||||||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS | ||||||||||||
| Net realized gains (losses) from investment transactions: | ||||||||||||
| Non-controlled/non-affiliated<br>investments | (11,419 | ) | (2,361 | ) | (13,754 | ) | (10,713 | ) | ||||
| Non-controlled affiliated investments | — | 725 | — | (399 | ) | |||||||
| Controlled affiliated investments | — | — | (6,644 | ) | (80 | ) | ||||||
| Net realized gain (loss) on investments | (11,419 | ) | (1,636 | ) | (20,398 | ) | (11,192 | ) | ||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||||||
| Non-controlled/non-affiliated<br>investments | 5,430 | 4,219 | (5,392 | ) | (4,316 | ) | ||||||
| Non-controlled affiliated investments | (994 | ) | (1,117 | ) | (2,909 | ) | (662 | ) | ||||
| Controlled affiliated investments | 75 | (1,394 | ) | 6,917 | (3,450 | ) | ||||||
| Net change in unrealized gain (loss) on investments | 4,511 | 1,708 | (1,384 | ) | (8,428 | ) | ||||||
| Tax (provision) benefit on realized and unrealized gains (losses) on investments | — | 264 | 537 | 671 | ||||||||
| Net realized and unrealized appreciation (depreciation) on investments, net of taxes | (6,908 | ) | 336 | (21,245 | ) | (18,949 | ) | |||||
| Net realized gain (loss) on extinguishment of debt | (403 | ) | (57 | ) | (655 | ) | (275 | ) | ||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | (1,509 | ) | $ | 7,445 | $ | (3,395 | ) | $ | 4,386 | ||
| Net Increase (Decrease) In Net Assets Resulting from Operations per Common Share: | ||||||||||||
| Basic and Diluted: | $ | (0.16 | ) | $ | 0.78 | $ | (0.37 | ) | $ | 0.46 | ||
| Net Investment Income Per Common Share: | ||||||||||||
| Basic and Diluted: | $ | 0.63 | $ | 0.75 | $ | 1.99 | $ | 2.48 | ||||
| Weighted Average Shares of Common Stock Outstanding — Basic and Diluted | 9,244,033 | 9,505,172 | 9,295,008 | 9,533,835 | ||||||||
| (1) | During the three months ended September 30, 2024 and 2023, the Company received $— and<br>$0.1 million, respectively, of non-recurring fee income that was paid in-kind and included in this financial statement line item. During the nine months ended<br>September 30, 2024 and 2023, the Company received $0.1 million and $0.6 million, respectively, of non-recurring fee income that was paid in-kind and<br>included in this financial statement line item. | |||||||||||
| --- | --- |
EX-99.2
Exhibit 99.2 Q3 2024 Earnings Presentation November 12, 2024
Important Information Cautionary Statement Regarding Forward-Looking Statements This presentation contains forward-looking statements. The matters discussed in this presentation, as well as in future oral and written statements by management of Portman Ridge Finance Corporation (“PTMN”, “Portman Ridge” or the “Company”), that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance and include, but are not limited to, projected financial performance, expected development of the business, plans and expectations about future investments, our contractual arrangements and relationships with third parties, the ability of our portfolio companies to achieve their objectives, the ability of the Company’s investment adviser to attract and retain highly talented professionals, our ability to maintain our qualification as a regulated investment company and as a business development company, our compliance with covenants under our borrowing arrangements, and the future liquidity of the Company. We generally identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, could, intends, target, projects, “outlook”, contemplates, believes, estimates, predicts, potential or continue or the negative of these terms or other similar words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Forward-looking statements are subject to change at any time based upon economic, market or other conditions, including with respect to the impact of the COVID-19 pandemic and its effects on the Company and its portfolio companies’ results of operations and financial condition. More information on these risks and other potential factors that could affect the Company’s financial results, including important factors that could cause actual results to differ materially from plans, estimates or expectations included herein, is included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed quarterly report on Form 10-Q and annual report on Form 10-K, as well as in subsequent filings. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this presentation should not be regarded as a representation by us that our plans and objectives will be achieved. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required to be reported under the rules and regulations of the SEC. 2
Third Quarter Highlights Third Quarter 2024 Highlights § Total investment income for the quarter ended September 30, 2024, was $15.2 million, of which $12.7 million was attributable to interest income, inclusive of payment-in-kind income, from the Debt Securities Portfolio. This compares to total investment income of $18.6 million for the quarter ended September 30, 2023, of which $15.8 million was attributable to interest income, inclusive of payment-in-kind income, from the Debt Securities Portfolio. (1) § Core investment income for the third quarter, excluding the impact of purchase price accounting, was $15.2 million, as compared to core investment income of $18.3 million for the third quarter of 2023. § Net investment income ( NII ) for the third quarter of 2024 was $5.8 million ($0.63 per share) as compared to $7.2 million ($0.75 per share) for the same period the prior year, and $6.5 million, or $0.70 per share for the quarter ended June 30, 2024. § Net asset value (“NAV”) as of September 30, 2024, was $188.0 million ($20.36 per share) as compared to $196.4 million ($21.21 per share) as of June 30, 2024. § Total shares repurchased in open market transactions under the Renewed Stock Repurchase Program during the quarter ended September 30, 2024, were 33,429 at an aggregate cost of approximately $0.6 million, which was accretive to NAV by $0.01 per share. § Total investments at fair value as of September 30, 2024, was $429.0 million; the debt investment portfolio at fair value as of September 30, 2024 was $347.0 million, which excludes CLO Funds and Joint Ventures, and was comprised of 72 different portfolio companies across 28 different industries with an average par balance per entity of approximately $2.7 million. This compares to total investments of $444.4 million at fair value as of June 30, 2024. The debt investment portfolio at fair value as of June 30, 2024 was $358.9 million, which excludes CLO Funds and Joint Ventures, and was comprised of 75 different portfolio companies across 28 different industries with an average par balance per entity of approximately $2.6 million. § Weighted average contractual interest rate on our interest earning Debt Securities Portfolio for the quarter ended September 30, 2024, was approximately 11.9%. § Non-accruals on debt investments, as of September 30, 2024, were nine debt investments as compared to nine debt investments on non-accrual status as of June 30, 2024. As of September 30, 2024, debt investments on non-accrual status represented 1.6% and 4.5% of the Company’s investment portfolio at fair value and amortized cost, respectively. This compares to nine debt investments on non-accrual status representing 0.5% and 4.5% of the Company’s investment portfolio at fair value and amortized cost, respectively, as of June 30, 2024. § Par value of outstanding borrowings, as of September 30, 2024, was $267.5 million compared to $285.1 million as of June 30,2024, with an asset coverage ratio of total assets to (2) (2) total borrowings of 170% and 169% respectively. On a net basis, leverage as of September 30, 2024, was 1.3x compared to net leverage of 1.3x as of June 30, 2024. § Declared stockholder distribution of $0.69 per share for the fourth quarter of 2024, payable on November 29, 2024, to stockholders of record at the close of business on November 19, 2024. (1) Core investment income represents reported total investment income as determined in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, less the impact of purchase price discount accounting in connection with the Garrison Capital Inc. (“GARS”) and Harvest Capital Credit Corporation (“HCAP”) mergers. Portman Ridge believes presenting core investment income and the related per share amount is useful and appropriate supplemental disclosure for analyzing its financial performance due to the unique circumstance giving rise to the purchase accounting adjustment. However, core investment income is a non-U.S. GAAP measure and should not be considered as a replacement for total investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, core investment income should be reviewed only in connection 3 with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance. (2) Net leverage is calculated as the ratio between (A) debt, excluding unamortized debt issuance costs, less available cash and cash equivalents, and restricted cash and (B) NAV. Portman Ridge believes presenting a net leverage ratio is useful and appropriate supplemental disclosure because it reflects the Company’s financial condition net of $26.8 million and $36.6 million of cash and cash equivalents and restricted cash as of September 30, 2024 and June 30, 2024, respectively. However, the net leverage ratio is a non-U.S. GAAP measure and should not be considered as a replacement for the regulatory asset coverage ratio and other similar information presented in accordance with U.S. GAAP. Instead, the net leverage ratio should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial condition.
Financial Highlights ($ in thousands, except per share amounts) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Interest from investments in debt excluding accretion $13,174 $13,196 $12,088 $11,589 $11,434 Purchase discount accounting 238 67 73 112 25 PIK Investment Income 2,421 2,081 2,006 2,201 1,552 CLO Income 502 119 555 524 254 JV Income 2,073 2,087 1,653 1,800 1,669 Service Fees 166 238 151 111 243 Investment Income $ 1 8,574 $ 1 7,788 $ 1 6,526 $ 1 6,337 $ 1 5,177 Less: Purchase discount accounting ($238) ($67) ($73) ($112) ($25) (1) $ 1 8,336 $ 1 7,721 $ 1 6,453 $ 1 6,225 $ 1 5,152 Core investment income Expenses: Management fees 1,844 1,786 1,729 1,680 1,611 Performance-based incentive fees 1,519 2,367 1,234 1,374 1,230 Interest and amortization of debt issuance costs 6,343 6,259 5,725 5,365 5,120 Professional fees 640 687 766 631 283 Administrative services expense 479 268 194 230 596 Directors' expense 138 162 162 131 143 Other general and administrative expenses 445 405 490 449 392 Total expenses $11,408 $11,934 $10,300 $9,860 $9,375 Less: Expense Reimbursment — ($5,309) — — — Net Expenses $11,408 $6,625 $10,300 $9,860 $9,375 Net Investment Income $ 7 ,166 $ 1 1,163 $ 6 ,226 $ 6 ,477 $ 5 ,802 Excluding impact of expense reimbursment — $4,371 — — — (2) $ 6 ,928 $ 6 ,792 $ 6 ,153 $ 6 ,384 $ 5 ,781 Core net investment income Net realized gain (loss) on investments (1,636) (15,574) (2,057) (6,922) (11,419) Net change in unrealized gain (loss) on investments 1,708 11,750 71 (5,966) 4,511 Tax (provision) benefit on realized and unrealized gains (losses) on investments 264 (257) 459 78 — Net realized gain (loss) on extinguishment of debt (57) (87) (213) (39) (403) Net increase/(decrease) in Core net assets resulting from operations $ 7,207 $2,611 $4,413 $ (6,465) $ (1,530) Per Share Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Core Net Investment Income $0.73 $0.72 $0.66 $0.69 $0.63 Net Realized and Unrealized Gain / (Loss) on Investments $0.01 ($0.41) ($0.21) ($1.39) ($0.75) Net Core Earnings $0.76 $0.28 $0.47 ($0.70) ($0.17) Distributions declared $0.69 $0.69 $0.69 $0.69 $0.69 Net Asset Value $22.65 $22.76 $22.57 $21.21 $20.36 (1) Core investment income represents reported total investment income as determined in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, less the impact of purchase price discount accounting in connection with the GARS and HCAP mergers. Portman Ridge believes presenting core investment income and the related per share amount is useful and appropriate supplemental disclosure for analyzing its financial performance due to the unique circumstance giving rise to the purchase accounting adjustment. However, core investment income is a non-U.S. GAAP measure and should not be considered as a replacement for total investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, core investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance. (2) Core net investment income represents reported total net investment income as determined in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, less the impact of purchase price discount accounting in connection with the GARS and HCAP mergers, while also considering the impact of accretion from these mergers on expenses, such as incentive fees. Portman Ridge believes presenting core net investment income and the related per share amount is useful and appropriate supplemental disclosure for analyzing its financial performance due to the unique circumstance giving rise to the purchase accounting adjustment and the reimbursement. However, core net investment income is a non-U.S. GAAP 4 measure and should not be considered as a replacement for total net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, core net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance. See slide 7 for a presentation of Reported net investment income in comparison to Core net investment income and a reconciliation thereof.
Rising Rates § As of September 30, 2024, substantially all of our floating rate assets were on SOFR contract. § If all floating rate assets as of 9/30/24 were reset to current 3-month benchmark rates 4.55%, we would expect to experience an incremental reduction in quarterly income of ~$164k. (1) (1) 3-month SOFR per Bloomberg as of November 1, 2024. 5
Limited Repayment Activity § Over the last three years, Portman has experienced an average of ~$1.1 million in income related to repayment / prepayment activity as compared to the current quarter of $0.1 million. 6
Core Earning Analysis ($ in ‘000s except per share) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Interest Income: Non-controlled/non-affiliated investments 13,283 12,760 12,621 11,913 11,357 Non-controlled affiliated investments 631 622 95 312 356 Total interest income 13,914 13,382 12,716 12,225 11,713 Payment-in-kind income: Non-controlled/non-affiliated investments 2,308 1,968 1,894 2,018 1,343 Non-controlled affiliated investments 113 113 112 183 209 Total payment-in-kind income 2,421 2,081 2,006 2,201 1,552 Dividend income: Non-controlled affiliated investments 1,429 2,087 1,653 1,800 1,669 Controlled affiliated investments 644 - - - - Total dividend income 2,073 2,087 1,653 1,800 1,669 Fees and other income: Non-controlled/non-affiliated investments 166 238 151 111 243 Total fees and other income 166 238 151 111 243 Reported Investment Income $18,574 $17,788 $16,526 $16,337 $15,177 Less: Purchase discount accouting (238) (67) (73) (112) (25) Core Investment Income $18,336 $17,721 $16,453 $16,225 $15,152 Rep o rted Net Investment Income $7,166 $11,163 $6,226 $6,477 $5,802 NII Per Share $0.75 $1.17 $0.67 $0.70 $0.63 Co re (1) $6,928 $6,779 $6,162 $6,384 $5,781 Net Investment Income NII Per Share $0.73 $0.71 $0.64 $0.69 $0.63 (1) Core net investment income represents reported total net investment income as determined in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, less the impact of purchase price discount accounting in connection with the GARS and HCAP mergers, while also considering the impact of accretion from these mergers on expenses. Portman Ridge believes presenting core net investment income and the related per share amount is useful and appropriate supplemental 7 disclosure for analyzing its financial performance due to the unique circumstance giving rise to the purchase accounting adjustment. However, core net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for total net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, core net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance.
Net Asset Value Rollforward ($ in ‘000s) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 NAV, Beginning of Period $215,013 $214,755 $213,518 $210,607 $196,429 (1) Net realized gains (losses) from investment transactions (1,636) (15,574) (2,057) (6,922) (11,419) (1) Net change in unrealized appreciation (depreciation) on investments 1,708 11,750 71 (5,966) 4,511 Net Investment Income 7,166 11,163 6,226 6,477 5,802 Net decrease in net assets resulting from stockholder distributions (6,554) (6,518) (6,444) (6,411) (6,382) Realized gains (losses) on extinguishments of debt (57) (87) (213) (39) (403) Tax (provision) benefit on realized and unrealized gains (losses) on investments 264 (257) 459 78 - Stock repurchases (1,222) (1,789) (953) (1,553) (638) Distribution reinvestment plan 73 75 — 158 82 NAV, End of Period $214,755 $213,518 $210,607 $196,429 $187,982 Leverage and Asset Coverage Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Gross Leverage 1.5x 1.5x 1.4x 1.5x 1.4x (2) Net Leverage 1.3x 1.2x 1.2x 1.3x 1.3x Asset Coverage 166% 165% 171% 169% 170% (1) Excluding gains from merger activity. (2) Net leverage is calculated as the ratio between (A) debt, excluding unamortized debt issuance costs, less available cash and cash equivalents, and restricted cash and (B) NAV. Portman Ridge believes presenting a net leverage ratio is useful and appropriate supplemental disclosure because it reflects the Company’s financial condition net of $26.8 million, $36.6 million, $39.6 million, $71.2 million, and $33.7 million, of cash and cash equivalents and restricted cash as of September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023, and September 30, 2023, respectively. However, the net leverage ratio is a non-U.S. GAAP measure and should not be considered as a replacement for the regulatory asset coverage ratio and other 8 similar information presented in accordance with U.S. GAAP. Instead, the net leverage ratio should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial condition.
(1) Current Portfolio Profile (2) Diversified Portfolio of Assets Diversification by Borrower 6.0% Top 5 Borrowers, 21.4% 5.1% 85 Debt + Equity Portfolio Investee Companies 3.5% 3.4% $2.7mm / 1% Average Debt Position Size 3.4% Remainder 36.0% U.S Centric Investments: Nearly 100% US-Based Companies Focus on Non-Cyclical Industries with High FCF Generation Next 11-25 Next 6-10 Investments Investments 14.3% Credit quality has been stable during the rotation period 28.3% (2) (2) Industry Diversification Asset Mix Other, 19.0% Services: Business, Aerospace and 16.2% Defense, 3.1% Second Lien Debt Beverage, Food 7.8% and Tobacco, 3.2% Healthcare & First Lien Debt Equity Securities Pharmaceuticals, Machinery (Non- 85.5% 14.9% 6.2% Agrclt/Constr/Electr), 3.4% Subordinated Media: Broadcasting Debt Banking, Finance, & Subscription, 3.6% Insurance & Real 0.5% Estate, 13.3% Finance, 5.2% Consumer goods: High Tech Industries, 12.2% Durable, 5.9% (1) As of September 30, 2024. Figures shown do not include, CLO Funds, F3C JV or Series A-Great Lakes Funding II LLC, and derivatives. 9 (2) Shown as % of debt and equity investments at fair market value.
(1)(2) Portfolio Trends ($ in ‘000s) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 P o rtfo lio So urcing (at F air Value): BC Partners $366,509 $357,645 $365,041 $348,856 $339,747 Legacy KCAP $24,719 $26,274 $23,865 $23,333 $20,788 Legacy OHAI $6,289 $1,188 $0 $0 $0 Legacy GARS $82,738 $69,488 $68,895 $60,790 $57,683 (3) Legacy HCAP $20,166 $13,271 $13,454 $11,391 $10,760 P o rtfo lio Summary: Total portfolio, at fair value $ 500,419 $ 467,865 $ 471,255 $ 444,370 $ 428,978 Total number of debt portfolio companies / Total number of 83 / 175 80 / 174 79 / 187 75/196 72/194 (4) investments Weighted Avg EBITDA of debt portfolio companies $107,118 $108,229 $111,355 $104,439 $111,503 Average size of debt portfolio company investment, at fair value $3,294 $3,165 $2,818 $2,602 $2,662 Weighted avg first lien / total leverage ratio (net) of debt portfolio 5.0x / 5.8x 5.0x / 5.8x 5.0x / 5.7x 5.0x/5.8x 5.0x/5.8x P o rtfo lio Yields and Spreads: (5) Weighted average yield on debt investments at par value 12.2% 12.3% 12.1% 12.4% 11.9% Average Spread to LIBOR 744 bps 750 bps 743 bps 752 bps 718 bsp P o rtfo lio A ctivity: Beginning balance $510,100 $500,419 $467,865 $471,255 $444,370 Purchases / draws / PIK 18,301 18,061 39,080 16,220 4,543 Exits / repayments / amortization (29,912) (48,148) (35,440) (32,096) (14,670) Gains / (losses) / accretion 1,930 (2,467) (250) (11,009) (5,265) Ending B alance $ 500,419 $ 467,865 $ 471,255 $ 444,370 $ 428,978 (1) For comparability purposes, portfolio trends metrics exclude short-term investments and derivatives. (2) Excludes select investments where the metric is not applicable, appropriate, data is unavailable for the underlying statistic analyzed 10 (3) Includes assets purchased from affiliate of HCAP’s former manager in a separate transaction. (4) CLO holdings and Joint Ventures are excluded from investment count. (5) Excluding non-accrual investments, CLO holdings and Joint Ventures.
Credit Quality § As of September 30, 2024, nine of the Company’s debt investments were on non-accrual status and represented 1.6% and 4.5% of the Company’s investment portfolio at fair value and amortized cost, respectively ($ in ‘000s) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 (1) Investments Credit Quality – Internal Rating Performing 93.5% 93.7% 93.7% 96.4% 92.3% Underperforming 6.5% 6.3% 6.3% 3.6% 7.7% Investments on Non-Accrual Status Number of Non-Accrual Investments 8 7 7 9 9 Non-Accrual Investments at Cost $21,318 $17,260 $17,130 $23,333 $22,532 Non-Accrual Investments as a % of Total Cost 3.6% 3.2% 3.2% 4.5% 4.5% Non-Accrual Investments at Fair Value $8,212 $6,106 $2,152 $2,024 $6,921 Non-Accrual Investments as a % of Total Fair Value 1.6% 1.3% 0.5% 0.5% 1.6% (1) Based on fair market value as of the end of the respective period. 11
(1) Portfolio Composition Investment Portfolio ($ in ‘000s) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 First Lien Debt $357,451 $336,599 $345,978 $320,815 $316,444 Second Lien Debt 49,825 41,254 38,925 36,386 28,885 Subordinated Debt 1298 1,224 1211 1,693 1,696 Equity Securities 19,189 20,533 23,428 23,830 22,879 Collateralized Loan Obligations 10,425 8,968 8,549 7,354 6,786 Joint Ventures 62,231 59,287 53,164 54,292 52,288 Ending Balance $500,419 $467,865 $471,255 $444,370 $428,978 Investment Portfolio (% of total) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 First Lien Debt 71.4% 71.9% 73.4% 72.1% 73.8% Second Lien Debt 10.0% 8.8% 8.3% 8.2% 6.7% Subordinated Debt 0.3% 0.3% 0.3% 0.4% 0.4% Equity Securities 3.8% 4.4% 5.0% 5.4% 5.3% Collateralized Loan Obligations 2.1% 1.9% 1.8% 1.7% 1.6% Joint Ventures 12.4% 12.7% 11.3% 12.2% 12.2% Total 100.0% 100.0% 100.0% 100.0% 100.0% (1) At Fair Value at the end of the respective period. Does not include activity in short-term investments and derivatives. 12
M&A Value Realization § BC Partners Advisors L.P. (“BCPAL”) is an affiliate of Portman’s investment advisor, Sierra Crest Investment Management (“Sierra Crest”), and employees of BCPAL operate Sierra Crest pursuant to a servicing agreement between the entities. Portman’s track record demonstrates BC Partners’ ability to efficiently realize the value of legacy portfolios acquired while rotating into BC Partners’ sourced assets. OHAI GARS HCAP $318,514 $316,452 $67,362 81% of $57,827 $60,550 Portfolio $52,967 FMV at 100% of 87% of transaction Portfolio Portfolio has been FMV at $260,831 FMV at realized transaction transaction has been $67,362 $45,871 has been realized realized $57,683 – $7,096 At Closing 9/30/24 At Closing 9/30/24 At Closing 9/30/24 Still Held Realized Still Held Realized Still Held Realized 13
Appendix
Balance Sheet September 30, 2024 December 31, 2023 (Unaudited) (in thousands, except share and per share amounts) ASSETS Investments at fair value: Non-controlled/non-affiliated investments (amortized cost of $391,156 and $426,630, respectively) $ 357,459 $ 398,325 Non-controlled affiliated investments (amortized cost of $61,805 and $55,611, respectively) 58,507 55,222 Controlled affiliated investments (amortized cost of $49,818 and $58,041, respectively) 13,012 14,318 Total Investments at fair value (amortized cost of $502,779 and $540,282, respectively) 428,978 467,865 Cash and cash equivalents 13,736 26,912 Restricted cash 13,039 44,652 Interest receivable 5,544 5,162 Receivable for unsettled trades — 573 Due from affiliates 1,518 1,534 Other assets 857 2,541 Total Assets $ 463,672 $ 549,239 LIABILITIES 2018-2 Secured Notes (net of original issue discount of $— and $712, respectively) — 124,971 4.875% Notes Due 2026 (net of deferred financing costs and original issue discount of $1,208 and $1,786, respectively) 106,792 106,214 Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs of $1,352 and $775, respectively) 158,126 91,225 Payable for unsettled trades — 520 Accounts payable, accrued expenses and other liabilities 2,242 4,252 Accrued interest payable 4,659 3,928 Due to affiliates 1,029 458 Management and incentive fees payable 2,842 4,153 Total Liabilities 275,690 335,721 CO MMITMENTS AND CO NTINGENCIES NET ASSETS Common stock, par value $0.01 per share, 20,000,000 common shares authorized; 9,955,873 issued, and 9,231,454 outstanding at $ 92 $ 94 September 30, 2024, and 9,943,385 issued, and 9,383,132 outstanding at December 31, 2023 Capital in excess of par value 714,933 717,835 Total distributable (loss) earnings (527,043) (504,411) Total Net Assets 187,982 213,518 Total Liabilities and Stockholders' Equity $ 463,672 $ 549,239 Net Asset Value Per Common Share $ 20.36 $ 22.76 15
Income Statement (in thousands, except share and per share amounts) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 INVESTMENT INCO ME Interest income: Non-controlled/non-affiliated investments $ 11,357 $ 13,283 $ 3 5,891 $ 4 2,915 Non-controlled affiliated investments 356 631 763 2,106 Total interest income $ 11,713 $ 13,914 $ 3 6,654 $ 4 5,021 Payment-in-kind income: (1) Non-controlled/non-affiliated investments $ 1,343 $ 2,308 $ 5,255 $ 4 ,694 Non-controlled affiliated investments 209 113 504 293 Total payment-in-kind income $ 1,552 $ 2,421 $ 5,759 $ 4 ,987 Dividend income: Non-controlled affiliated investments $ 1,669 $ 1,429 $ 5,122 $ 4 ,677 Controlled affiliated investments - 644 - 2,184 Total dividend income $ 1,669 $ 2,073 $ 5,122 $ 6 ,861 Fees and other income: Non-controlled/non-affiliated investments 243 166 505 1,644 Non-controlled affiliated investments - - - 14 Total fees and other income 243 166 505 1,658 Total investment income $ 15,177 $ 18,574 $ 4 8,040 $ 5 8,527 EXPENSES Management fees $ 1,611 $ 1,844 $ 5,020 $ 5 ,666 Performance-based incentive fees 1,230 1,519 3,838 5,007 Interest and amortization of debt issuance costs 5,120 6,343 16,210 19,047 Professional fees 283 502 1,357 1,473 Administrative services expense 596 617 1,313 1,947 Directors' expense 143 138 466 469 Other general and administrative expenses 392 445 1,331 1,308 Total expenses $ 9,375 $ 11,408 $ 2 9,535 $ 3 4,917 NET INVESTMENT INCO ME $ 5,802 $ 7,166 $ 1 8,505 $ 2 3,610 REALIZED AND UNREALIZED GAINS (LO SSES) O N INVESTMENTS Net realized gains (losses) from investment transactions: Non-controlled/non-affiliated investments $ (11,419) $ (2,361) $ (13,754) $ ( 10,713) Non-controlled affiliated investments - 725 - (399) Controlled affiliated investments - - (6,644) (80) Net realized gain (loss) on investments $ (11,419) $ (1,636) $ (20,398) $ ( 11,192) Net change in unrealized appreciation (depreciation) on: Non-controlled/non-affiliated investments $ 5,430 $ 4,219 $ (5,392) $ ( 4,316) Non-controlled affiliated investments (994) (1,117) (2,909) (662) Controlled affiliated investments 75 (1,394) 6,917 (3,450) Net change in unrealized gain (loss) on investments $ 4,511 $ 1,708 $ (1,384) $ ( 8,428) Tax (provision) benefit on realized and unrealized gains (losses) on investments - $ 264 537 $ 6 71 Net realized and unrealized appreciation (depreciation) on investments, net of taxes $ (6,908) $ 336 $ (21,245) $ ( 18,949) Net realized gains (losses) on extinguishments of debt $ (403) $ (57) $ ( 655) $ ( 275) NET INCREASE (DECREASE) IN NET ASSETS RESULTING FRO M O PERATIO NS $ (1,509) $ 7,445 $ (3,395) $ 4 ,386 Net Increase (Decrease) In Stockholders' Equity Resulting from Operations per Common Share: Basic and Diluted: $ (0.16) $ 0.78 $ (0.37) $ 0 .46 Net Investment Income Per Common Share: Basic and Diluted: $ 0.63 $ 0.75 $ 1.99 $ 2 .48 Weighted Average Shares of Common Stock Outstanding—Basic and Diluted 9,244,033 9,505,172 9,295,008 9,533,835 (1) During the three months ended September 30, 2024 and 2023, the Company received $— and $0.1 million, respectively, of non-recurring fee income that was paid in-kind and included in this financial statement line item. 16 During the nine months ended September 30, 2024 and 2023, the Company received $0.1 million and $0.6 million, respectively, of non-recurring fee income that was paid in-kind and included in this financial statement line item.
Corporate Leverage & Liquidity Cash and Cash Equivalents § Unrestricted cash and cash equivalents totaled $13.7 million as of September 30, 2024 § Restricted cash of $13.0 million as of September 30, 2024 Debt Summary § As of September 30, 2024, par value of outstanding borrowings was $267.5 million; there was $40.5 million of available borrowing capacity under the Senior Secured Revolving Credit Facility. § On July 23, 2024, Great Lakes Portman Ridge Funding LLC, a wholly-owned subsidiary of the Company, entered into a second amendment of its senior secured revolving credit facility (“Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”) as administrative agent. The second amendment, among other things, (i) provided for a committed increase to the aggregate principal amount of the Revolving Credit Facility in an amount not to exceed $85,000,000, subject to the satisfaction of certain conditions, (ii) provided for a committed seven-day bridge advance in an aggregate principal amount of $18,250,000, subject to the satisfaction of certain conditions, (iii) reduced the applicable margin on the Revolving Credit Facility to 2.50% per annum, (iv) extended the period in which the Company may request advances under the Revolving Credit Facility to August 29, 2026, (v) extended the stated maturity of the Revolving Credit Facility to August 29, 2027, (vi) extended the non-call period under the Revolving Credit Facility to April 29, 2025, and (vii) provided for certain fees to be paid to the administrative agent and the lenders in connection therewith. § Additionally, approximately $18.3 million of the existing Senior Secured Notes were eliminated through the use of a seven- day bridge advance secured as part of the amended Credit Facility, and $85.0 million of the Senior Secured Notes were refinanced. 17
(1) Regular Distribution Information Date Declared Record Date Payment Date Distribution per Share 11/7/2024 11/19/2024 11/29/2024 $0.69 8/8/2024 8/22/2024 8/30/2024 $0.69 5/8/2024 5/21/2024 5/31/2024 $0.69 3/11/2024 3/20/2024 3/31/2024 $0.69 11/9/2023 11/22/2023 11/31/2023 $0.69 8/9/2023 8/22/2023 8/31/2023 $0.69 5/10/2023 5/22/2023 5/31/2023 $0.69 3/9/2023 3/20/2023 3/31/2023 $0.68 11/8/2022 11/24/2022 12/13/2022 $0.67 8/10/2022 8/16/2022 9/2/2022 $0.63 5/10/2022 5/24/2022 6/7/2022 $0.63 3/10/2022 3/21/2022 3/30/2022 $0.63 11/3/2021 11/15/2021 11/30/2021 $0.62 1 for 10 Reverse Stock Split effective 8/26/21 8/4/2021 8/4/2021 8/17/2021 8/31/2021 $0.60 5/6/2021 5/19/2021 6/1/2021 $0.60 2/12/2021 2/22/2021 3/2/2021 $0.60 10/16/2020 10/26/2020 11/27/2020 $0.60 8/5/2020 8/17/2020 8/28/2020 $0.60 3/17/2020 5/7/2020 5/27/2020 $0.60 2/5/2020 2/18/2020 2/28/2020 $0.60 11/5/2019 11/15/2019 11/29/2019 $0.60 8/5/2019 8/12/2019 8/29/2019 $0.60 (1) The Company completed a Reverse Stock Split of 10 to 1 effective August 26, 2021, the distribution per share amounts have been adjusted retroactively to reflect the split for all periods presented. 18