BCP Investment Corp 8-K, filed Mar 18, 2025
BCP Investment Corp (BCIC)
About this 8-K
BCP Investment Corp filed this 8-K on March 18, 2025, reporting on events of March 13, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
(Address of principal executive offices) |
(Zip Code) |
| 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)) |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| The Market |
Item 2.02 |
Results of Operations and Financial Condition. |
Item 9.01. |
Financial Statements and Exhibits. |
Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 13, 2025 | |
| 99.2 | Investor Presentation, dated March 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
| PORTMAN RIDGE FINANCE CORPORATION | ||
| By: | /s/ Brandon Satoren | |
| Name: | Brandon Satoren | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
March 13, 2025
Portman Ridge Finance Corporation Announces
Fourth Quarter and Full Year 2024 Financial Results
Reports Net Investment Income of $2.59 Per Share for Full Year 2024 and Net Asset Value of $19.41 Per Share
Continued Share Repurchase Program: Total of 202,357 Shares for an Aggregate Cost of Approximately $3.8 Million Repurchased During Full Year 2024; Accretive to NAV by $0.07 Per Share
Announces First Quarter 2025 Regular Quarterly Base Distribution of $0.47 Per Share and Introduces a
Quarterly Supplemental Distribution of $0.07 Per Share
Merger Agreement with Logan Ridge Aims to Create Meaningful Shareholder Value Via Greater Scale,
Enhanced Liquidity, and Improved Operational Efficiencies
NEW YORK, March 13, 2025 (GLOBE NEWSWIRE) – Portman Ridge Finance Corporation (Nasdaq: PTMN) (the “Company” or “Portman Ridge”) announced today its financial results for the fourth quarter and full year ended December 31, 2024.
Fourth Quarter 2024 Highlights
| • | Total investment income for the fourth quarter of 2024 was $14.4 million, as compared to $15.2 million for the third quarter of 2024, and $17.8 million for the fourth quarter of 2023. |
| • | Core investment income1, excluding the impact of purchase price accounting, for the fourth quarter of 2024 was $14.4 million, as compared to $15.2 million for the third quarter of 2024, and $17.7 million for the fourth quarter of 2023. |
| • | Net investment income (“NII”) for the fourth quarter of 2024 was $5.5 million ($0.60 per share) as compared to $5.8 million ($0.63 per share) in the third quarter of 2024, and $11.2 million ($1.19 per share) for the fourth quarter of 2023. Of note, the year-over-year decrease in NII was largely due to a non-recurring expense reimbursement of $5.3 million from the Company’s investment adviser seen in the fourth quarter of 2023. |
| 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 discount accretion 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 with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance. |
| • | Net asset value (“NAV”), as of December 31, 2024, was $178.5 million ($19.41 per share), as compared to NAV of $188.0 million ($20.36 per share) as of September 30, 2024. |
| • | Total shares repurchased in open market transactions under the Renewed Stock Repurchase Program during the quarter ended December 31, 2024, were 38,191 shares at an aggregate cost of approximately $0.7 million. |
Full Year 2024 Milestones
| • | Total investment income was $62.4 million. |
| • | Net investment income (“NII”) was $24.0 million ($2.59 per share). |
| • | Core investment income, excluding the impact of purchase price accounting, was $62.2 million. |
| • | Total shares repurchased in open market transactions under the Renewed Stock Repurchase Program during the year ended December 31, 2024, were 202,357 at an aggregate cost of approximately $3.8 million, which was accretive to NAV by $0.07 per share. This compares to 224,933 shares repurchased during the year ended December 31, 2023 at an aggregate cost of approximately $4.4 million. |
| • | Total stockholder distributions for 2024 amount to $2.76 per share. |
Subsequent Events
| • | On January 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Logan Ridge Finance Corporation, a Maryland corporation (“LRFC”), Portman Ridge Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”); and solely for the limited purposes set forth therein, Mount Logan Management LLC, a Delaware limited liability company and the external investment adviser to LRFC (“Mount Logan”); and, solely for the limited purposes set forth therein, the Adviser. The Merger Agreement provides that, subject to the conditions set forth therein, (i) at the effective time of the First Merger (the “Effective Time”), Merger Sub will merge with and into LRFC (the “First Merger”), with LRFC continuing as the surviving company and as a wholly-owned subsidiary of the Company, and (ii) immediately after the Effective Time, LRFC will merge with and into the Company (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Company continuing as the surviving company. Both the Board of Directors of the Company and LRFC’s board of directors, including all of their respective independent directors who are not “interested persons” of either the Company or LRFC or the Adviser or Mount Logan, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or LRFC, as applicable (each, a “Special Committee”), have approved, among other things, the Merger Agreement and the transactions contemplated thereby. Consummation of the Mergers is subject to certain closing conditions, including requisite approvals of the Company’s and LRFC’s stockholders. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of LRFC’s common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries, including Merger Sub) will be converted into the right to receive 1.500 newly-issued shares of common stock of the Company with cash to be paid (without interest) in lieu of fractional shares. In addition, pursuant to a fee waiver letter executed on January 29, 2025, between the Company and the Adviser, the Adviser has agreed to waive up to $1.5 million of the incentive fees otherwise payable to it by Company over the eight consecutive quarters following the closing of the Mergers, subject to the closing of the Mergers. |
| • | On March 12, 2025, the Board of Directors of the Company authorized once more a renewed stock repurchase program of up to $10 million (the “2025 Stock Repurchase Program”) for an approximately one-year period, effective March 12, 2025 and terminating on March 31, 2026. The terms and conditions of the 2025 Stock Repurchase Program are substantially similar to the prior Renewed Stock Repurchase Program. The 2025 Stock Repurchase Program may be suspended or discontinued at any time. Subject to these restrictions, we will selectively pursue opportunities to repurchase shares which are accretive to net asset value per share. |
| • | On March 13, 2025, the Company declared a regular quarterly base distribution of $0.47 per share of common stock and a supplemental cash distribution of $0.07 per share of common stock. The distribution is payable on March 31, 2025 to stockholders of record at the close of business on March 24, 2025. The modification to the dividend policy introduces a stable base distribution, which is anticipated to be sustainable across market cycles, and a quarterly supplemental distribution, which will approximate 50% of net investment income in excess of the quarterly base distribution to account for fluctuations in rates and spreads. |
Management Commentary
Ted Goldthorpe, Chief Executive Officer of Portman Ridge, stated, “While 2024 had several positive developments for Portman, including the potential for an accretive combination with Logan Ridge announced just after year end, the Company’s financial results were impacted by certain idiosyncratic challenges within our investment portfolio. We will continue to focus on our underperforming credits and I remain confident in our ability to drive the best outcome for shareholders and, most importantly, in the credit quality of the portfolio overall. On that note, I am pleased to share that we were able to reduce the number non-accrual investments from nine investments as of September 30, 2024 to six investments as of December 31, 2024. As we enter the new year, we continue to believe we are well positioned for what we expect will be an active year for M&A and deployment. As always, we remain committed to our shareholders and continuing to grow our business.
Further, the Board of Directors approved a regular quarterly base distribution of $0.47 per share and a supplemental cash distribution of $0.07 per share. The modification to the dividend policy introduces a stable base distribution, which is anticipated to be sustainable across market cycles, and a quarterly supplemental distribution, which will approximate 50% of net investment income in excess of the quarterly base distribution to account for fluctuations in rates and spreads.
Looking ahead, we are excited about the opportunities that the proposed merger with LRFC will create. Most importantly, with our prudent investment strategy and experienced management team, we remain confident in our ability to generate strong, risk-adjusted returns and drive long-term value for our shareholders.”
Selected Financial Highlights for Full Year 2024
| • | Total investment income for the year ended December 31, 2024, was $62.4 million, of which $52.6 million was attributable to interest income, inclusive of payment-in-kind income, from the Debt Securities Portfolio. This compares to total investment income of $76.3 million for the year ended December 31, 2023, of which $63.5 million was attributable to interest income, inclusive of payment-in-kind income, from the Debt Securities Portfolio. |
| • | Core investment income for the full year 2024, excluding the impact of purchase discount accretion, was $62.2 million, a decrease of $12.3 million as compared to core investment income of $74.5 million for full year 2023. |
| • | Net investment income (“NII”) for the full year ended December 31, 2024 was $24.0 million ($2.59 per share) as compared to $34.8 million ($3.66 per share) for the full year ended December 31, 2023. |
| • | Net asset value (“NAV”) as of December 31, 2024, was $178.5 million ($19.41 per share), a decrease of $0.95 per share as compared to $188.0 million ($20.36 per share) for the third quarter of 2024. This compares to $213.5 million ($22.76 per share) as of December 31, 2023. |
| • | Investment portfolio at fair value as of December 31, 2024 was $405.0 million, spread across 28 different industries (when excluding CLO Funds and Joint Ventures) and comprised of 93 different portfolio companies. Our debt investment portfolio, excluding our investments in the CLO Funds, equities and Joint Ventures, totaled $320.7 million at fair value as of December 31, 2024 and was spread across 26 different industries with an average par balance per entity of approximately $2.5 million. This compares to a total investment portfolio at fair value as of December 31, 2023 of $467.9 million, spread across 27 different industries and comprised of 100 different portfolio companies. Our debt investment portfolio, excluding our investments in the CLO Funds, equities and Joint Ventures, totaled $379.1 million at fair value as of December 31, 2023 and was spread across 26 different industries, with an average par balance per entity of approximately $3.1 million. |
| • | Non-accruals on debt investments, as of December 31, 2024, were six debt investments representing 1.7% and 3.4% of the Company’s investment portfolio at fair value and amortized cost, respectively. This compares to nine debt investments representing 1.6% and 4.5% of the Company’s investment portfolio at fair value and amortized cost, respectively, as of September 30, 2024, and seven debt investments representing 1.3% and 3.2% of the Company’s investment portfolio at fair value and amortized cost, respectively, as of December 31, 2023. |
| • | Weighted average contractual interest rate on our interest earning Debt Securities Portfolio as of December 31, 2024 was approximately 11.3%. |
| • | Par value of outstanding borrowings, as of December 31, 2024, was $267.5 million, which was unchanged from September 30, 2024, with an asset coverage ratio of total assets to total borrowings of 167% and 170%, respectively. On a net basis, leverage as of December 31, 2024 was 1.3x2 compared to net leverage of 1.3x2 as of September 30, 2024. |
| 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 $40.0 million and $26.8 million of cash and cash equivalents and restricted cash as of December 31, 2024 and September 30, 2024, respectively. However, the net leverage ratio is a non-U.S. GAAP measure and should not be considered as a replacement for the regulatory asset coverage ratio and other similar information presented in accordance with U.S. GAAP. Instead, the net leverage ratio should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial condition. |
Results of Operations
Operating results for the years ended December 31, 2024, and December 31, 2023, were as follows:
| For the Year ended December 31, |
||||||||
| ($ in thousands, except share and per share amounts) | 2024 | 2023 | ||||||
| Total investment income |
$ | 62,432 | $ | 76,315 | ||||
|
|
|
|
|
|||||
| Total expenses |
38,388 | 41,542 | ||||||
|
|
|
|
|
|||||
| Net Investment Income |
24,044 | 34,773 | ||||||
|
|
|
|
|
|||||
| Net realized gain (loss) on investments |
(31,183 | ) | (26,766 | ) | ||||
|
|
|
|
|
|||||
| Net change in unrealized gain (loss) on investments |
1,006 | 3,322 | ||||||
|
|
|
|
|
|||||
| Tax (provision) benefit on realized and unrealized gains (losses) on investments |
853 | 414 | ||||||
|
|
|
|
|
|||||
| Net realized and unrealized appreciation (depreciation) on investments, net of taxes |
(29,324 | ) | (23,030 | ) | ||||
|
|
|
|
|
|||||
| Net realized gain (loss) on extinguishment of debt |
(655 | ) | (362 | ) | ||||
|
|
|
|
|
|||||
| Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | (5,935 | ) | $ | 11,381 | |||
|
|
|
|
|
|||||
| Net Increase (Decrease) In Net Assets Resulting from Operations per Common Share: |
||||||||
| Basic and Diluted: |
$ | (0.64 | ) | $ | 1.20 | |||
| Net Investment Income Per Common Share: |
||||||||
| Basic and Diluted: |
$ | 2.59 | $ | 3.66 | ||||
| Weighted Average Shares of Common Stock Outstanding – Basic and Diluted |
9,272,809 | 9,509,396 | ||||||
Investment Income
The composition of our investment income for the years ended December 31, 2024, and December 31, 2023, was as follows:
| For the Year Ended December 31, | ||||||||
| ($ in thousands) | 2024 | 2023 | ||||||
| Interest income, excluding CLO income and purchase discount accretion |
$ | 45,149 | $ | 54,631 | ||||
| Purchase discount accretion |
235 | 1,774 | ||||||
| PIK income |
8,186 | 7,068 | ||||||
| CLO income |
1,511 | 1,998 | ||||||
| JV income |
6,576 | 8,948 | ||||||
| Fees and other income |
775 | 1,896 | ||||||
|
|
|
|
|
|||||
| Investment Income |
$ | 62,432 | $ | 76,315 | ||||
|
|
|
|
|
|||||
| Less: Purchase discount accretion |
$ | (235 | ) | $ | (1,774 | ) | ||
|
|
|
|
|
|||||
| Core Investment Income |
$ | 62,197 | $ | 74,541 | ||||
|
|
|
|
|
|||||
Fair Value of Investments
The composition of our investment portfolio as of December 31, 2024, and December 31, 2023, at cost and fair value was as follows:
| ($ in thousands) | December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Security Type | Cost/Amortized Cost |
Fair Value | Fair Value Percentage of Total Portfolio |
Cost/Amortized Cost |
Fair Value | Fair Value Percentage of Total Portfolio |
||||||||||||||||||
| First Lien Debt |
$ | 311,673 | $ | 289,957 | 71.6 | % | $ | 351,858 | $ | 336,599 | 71.9 | % | ||||||||||||
| Second Lien Debt |
34,892 | 28,996 | 7.2 | % | 50,814 | 41,254 | 8.8 | % | ||||||||||||||||
| Subordinated Debt |
8,059 | 1,740 | 0.4 | % | 7,990 | 1,224 | 0.3 | % | ||||||||||||||||
| Collateralized Loan Obligations |
5,318 | 5,193 | 1.3 | % | 9,103 | 8,968 | 1.9 | % | ||||||||||||||||
| Joint Ventures |
66,747 | 54,153 | 13.4 | % | 71,415 | 59,287 | 12.7 | % | ||||||||||||||||
| Equity |
31,921 | 24,762 | 6.1 | % | 31,280 | 20,533 | 4.4 | % | ||||||||||||||||
| Asset Manager Affiliates(1) |
17,791 | — | — | 17,791 | — | — | ||||||||||||||||||
| Derivatives |
31 | 220 | 0.0 | % | 31 | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 476,432 | $ | 405,021 | 100.0 | % | $ | 540,282 | $ | 467,865 | 100.0 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Represents the equity investment in the Asset Manager Affiliates. |
Liquidity and Capital Resources
As of December 31, 2024, the Company had $267.5 million (par value) of borrowings outstanding at a current weighted average interest rate of 6.2%, 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 $108.0 million of 4.875% Notes due 2026. On August 20, 2024, an optional redemption of the CLO occurred, and all rated notes were repaid in full. As of December 31, 2024, no 2018-2 Secured Notes were outstanding.
As of December 31, 2024, and December 31, 2023, the fair value of investments and cash were as follows:
| ($ in thousands) | ||||||||
| Security Type | December 31, 2024 | December 31, 2023 | ||||||
| Cash and cash equivalents |
$ | 17,532 | $ | 26,912 | ||||
| Restricted Cash |
22,421 | 44,652 | ||||||
| First Lien Debt |
289,957 | 336,599 | ||||||
| Second Lien Debt |
28,996 | 41,254 | ||||||
| Subordinated Debt |
1,740 | 1,224 | ||||||
| Equity |
24,762 | 20,533 | ||||||
| Collateralized Loan Obligations |
5,193 | 8,968 | ||||||
| Asset Manager Affiliates |
— | — | ||||||
| Joint Ventures |
54,153 | 59,287 | ||||||
| Derivatives |
220 | — | ||||||
|
|
|
|
|
|||||
| Total |
$ | 444,974 | $ | 539,429 | ||||
|
|
|
|
|
|||||
As of December 31, 2024, the Company had unrestricted cash of $17.5 million and restricted cash of $22.4 million. This compares to unrestricted cash of $13.7 million and restricted cash of $13.0 million as of September 30, 2024. As of December 31, 2024, the Company had $40.5 million of available borrowing capacity under the JPM Credit Facility.
Interest Rate Risk
The Company’s investment income is affected by fluctuations in various interest rates, including SOFR and prime rates.
As of December 31, 2024, approximately 90.1% of our Debt Securities Portfolio at par value were either floating rate with a spread to an interest rate index such as SOFR or the PRIME rate. 89.8% of these floating rate loans contain floors ranging between 0.50% and 5.25%. We generally expect that future portfolio investments will predominately be floating rate investments.
In periods of rising or lowering interest rates, the cost of the portion of debt associated with the 4.875% Notes Due 2026 would remain the same, given that this debt is at a fixed rate, while the interest rate on borrowings under the JPM Credit Facility would fluctuate with changes in interest rates.
Generally, the Company would expect that an increase in the base rate index for floating rate investment assets would increase gross investment income and a decrease in the base rate index for such assets would decrease gross investment income (in either case, such increase/decrease may be limited by interest rate floors/minimums for certain investment assets).
| Impact on net investment income from a change in interest rates at: |
||||||||||||
| ($ in thousands) | 1% | 2% | 3% | |||||||||
| Increase in interest rate |
$ | 1,496 | $ | 3,045 | $ | 4,595 | ||||||
| Decrease in interest rate |
$ | (1,493 | ) | $ | (2,980 | ) | $ | (4,271 | ) | |||
Conference Call and Webcast
We will hold a conference call on Friday, March 14, 2024, at 10:30 am Eastern Time to discuss our fourth quarter and full year 2024 financial results. To access the call, stockholders, prospective stockholders and analysts should dial (646) 968-2525 approximately 10 minutes prior to the start of the conference call and use the conference ID 4473265.
A replay of this conference call will be available shortly after the live call through March 21, 2025.
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/4vkehc2n. 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. and BC 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; (14) other changes in the conditions of the industries in which we invest and other factors enumerated in our filings with the SEC; (15) the successful completion of the Mergers and receipt of stockholder approval from the Company’s and LRFC’s stockholders; and (16) expectations concerning the proposed Merger with LRFC, including the financial results of the combined company. 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 STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share amounts)
| December 31, 2024 |
December 31, 2023 |
|||||||
| ASSETS |
||||||||
| Investments at fair value: |
||||||||
|
Non-controlled/non-affiliated investments (amortized cost of $358,153 and $426,630, respectively) |
$ | 327,622 | $ | 398,325 | ||||
| Non-controlled affiliated investments (amortized cost of $68,858 and $55,611, respectively) |
64,384 | 55,222 | ||||||
| Controlled affiliated investments (amortized cost of $49,421 and $58,041, respectively) |
13,015 | 14,318 | ||||||
|
|
|
|
|
|||||
| Total Investments at fair value (amortized cost of $476,432 and $540,282, respectively) |
$ | 405,021 | $ | 467,865 | ||||
| Cash and cash equivalents |
17,532 | 26,912 | ||||||
| Restricted cash |
22,421 | 44,652 | ||||||
| Interest receivable |
6,088 | 5,162 | ||||||
| Receivable for unsettled trades |
— | 573 | ||||||
| Due from affiliates |
1,367 | 1,534 | ||||||
| Other assets |
1,205 | 2,541 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 453,634 | $ | 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 $1,017 and $1,786, respectively) |
106,983 | 106,214 | ||||||
| Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs of $1,322 and $775, respectively) |
158,157 | 91,225 | ||||||
| Payable for unsettled trades |
— | 520 | ||||||
| Accounts payable, accrued expenses and other liabilities |
3,007 | 4,252 | ||||||
| Accrued interest payable |
3,646 | 3,928 | ||||||
| Due to affiliates |
635 | 458 | ||||||
| Management and incentive fees payable |
2,713 | 4,153 | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
$ | 275,141 | $ | 335,721 | ||||
| COMMITMENTS AND CONTINGENCIES (NOTE 8) |
||||||||
| NET ASSETS |
||||||||
| Common stock, par value $0.01 per share, 20,000,000 common shares authorized; 9,960,785 issued, and 9,198,175 outstanding at December 31, 2024, and 9,943,385 issued, and 9,383,132 outstanding at December 31, 2023 |
$ | 92 | $ | 94 | ||||
| Capital in excess of par value |
714,331 | 717,835 | ||||||
| Total distributable (loss) earnings |
(535,930 | ) | (504,411 | ) | ||||
|
|
|
|
|
|||||
| Total Net Assets |
$ | 178,493 | $ | 213,518 | ||||
|
|
|
|
|
|||||
| Total Liabilities and Net Assets |
$ | 453,634 | $ | 549,239 | ||||
|
|
|
|
|
|||||
| Net Asset Value Per Common Share |
$ | 19.41 | $ | 22.76 | ||||
|
|
|
|
|
|||||
PORTMAN RIDGE FINANCE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
| For the Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| INVESTMENT INCOME |
||||||||||||
| Interest income: |
||||||||||||
|
Non-controlled/non-affiliated investments |
$ | 45,036 | $ | 55,675 | $ | 51,090 | ||||||
| Non-controlled affiliated investments |
1,859 | 2,728 | 3,150 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total interest income |
46,895 | 58,403 | 54,240 | |||||||||
| Payment-in-kind income: |
||||||||||||
|
Non-controlled/non-affiliated investments(1) |
7,472 | 6,662 | 4,950 | |||||||||
| Non-controlled affiliated investments |
714 | 406 | 477 | |||||||||
| Controlled affiliated investments |
— | — | 181 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total payment-in-kind income |
8,186 | 7,068 | 5,608 | |||||||||
| Dividend income: |
||||||||||||
| Non-controlled affiliated investments |
6,576 | 6,764 | 4,450 | |||||||||
| Controlled affiliated investments |
— | 2,184 | 4,141 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total dividend income |
6,576 | 8,948 | 8,591 | |||||||||
| Fees and other income: |
||||||||||||
|
Non-controlled/non-affiliated investments |
775 | 1,882 | 1,135 | |||||||||
| Non-controlled affiliated investments |
— | 14 | 40 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total fees and other income |
775 | 1,896 | 1,175 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total investment income |
$ | 62,432 | $ | 76,315 | $ | 69,614 | ||||||
|
|
|
|
|
|
|
|||||||
| EXPENSES |
||||||||||||
| Management fees |
6,559 | 7,452 | 8,349 | |||||||||
| Performance-based incentive fees |
5,012 | 7,374 | 6,126 | |||||||||
| Interest and amortization of debt issuance costs |
20,782 | 25,306 | 17,701 | |||||||||
| Professional fees |
1,873 | 1,999 | 2,768 | |||||||||
| Administrative services expense |
1,771 | 2,377 | 3,364 | |||||||||
| Directors’ expense |
610 | 630 | 632 | |||||||||
| Other general and administrative expenses |
1,781 | 1,713 | 1,784 | |||||||||
| Total expenses |
$ | 38,388 | $ | 46,851 | $ | 40,724 | ||||||
|
|
|
|
|
|
|
|||||||
| Expense reimbursement |
— | (5,309 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Net expenses |
38,388 | 41,542 | 40,724 | |||||||||
|
|
|
|
|
|
|
|||||||
| NET INVESTMENT INCOME |
$ | 24,044 | $ | 34,773 | $ | 28,890 | ||||||
|
|
|
|
|
|
|
|||||||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: |
||||||||||||
| Net realized gains (losses) from investment transactions |
||||||||||||
|
Non-controlled/non-affiliated investments |
$ | (23,205 | ) | $ | (26,334 | ) | $ | (28,893 | ) | |||
| Non-controlled affiliated investments |
(1,334 | ) | (399 | ) | (197 | ) | ||||||
| Controlled affiliated investments |
(6,644 | ) | (33 | ) | — | |||||||
| Derivatives |
— | — | (2,095 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net realized gain (loss) on investments |
(31,183 | ) | (26,766 | ) | (31,185 | ) | ||||||
| Net change in unrealized appreciation (depreciation) on: |
||||||||||||
|
Non-controlled/non-affiliated investments |
(2,446 | ) | 6,696 | (8,298 | ) | |||||||
| Non-controlled affiliated investments |
(4,085 | ) | 980 | (1,428 | ) | |||||||
| Controlled affiliated investments |
7,317 | (4,354 | ) | (10,601 | ) | |||||||
| Derivatives |
220 | — | 2,412 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net change in unrealized gain (loss) on investments |
1,006 | 3,322 | (17,915 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Tax (provision) benefit on realized and unrealized (gains) losses on investments |
853 | 414 | (786 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net realized and unrealized appreciation (depreciation) on investments, net of taxes |
(29,324 | ) | (23,030 | ) | (49,886 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Realized gains (losses) on extinguishments of debt |
(655 | ) | (362 | ) | — | |||||||
|
|
|
|
|
|
|
|||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (5,935 | ) | $ | 11,381 | $ | (20,996 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Net Increase (Decrease) In Net Assets Resulting from Operations per Common Share: |
||||||||||||
| Basic and Diluted: |
$ | (0.64 | ) | $ | 1.20 | $ | (2.18 | ) | ||||
| Net Investment Income Per Common Share: |
||||||||||||
| Basic and Diluted: |
$ | 2.59 | $ | 3.66 | $ | 3.00 | ||||||
| Weighted Average Shares of Common Stock Outstanding—Basic and Diluted |
9,272,809 | 9,509,396 | 9,634,468 | |||||||||
| (1) | During the years ended December 31, 2024, 2023, and 2022, the Company received $0.1, $0.6 million and $- million, respectively, of non-recurring fee income that was paid in-kind and included in this financial statement line item. |
Exhibit 99.2
[Graphic Appears Here] Q4 and Full Year 2024 Earnings Presentation March 14, 2025 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
Quarterly Highlights Q4 2024 Highlights ? Total investment income for the quarter ended December 31, 2024, was $14.4 million, of which $12.2 million was attributable to interest income, inclusive of payment-in-kind income, from the Debt Securities Portfolio. This compares to $15.2 million of total investment income, of which $12.7 million was attributable to interest income, inclusive of payment-in-kind income, from the Debt Securities Portfolio. ? Core investment income(1) for the quarter ended December 31, 2024, was $14.4 million, as compared to $15.2 million for quarter ended September 30, 2024. ? Net investment income (“NII”) for the quarter ended December 31, 2024, was $5.5 million, or $0.60 per share, as compared to $5.8 million, or $0.63 per share, for quarter ended September 30, 2024. ? Net asset value (“NAV”) as of December 31, 2024, was $178.5 million ($19.41 per share) as compared to $188.0 million ($20.36 per share) as of September 30, 2024. ? Total shares repurchased in open market transactions under the Renewed Stock Repurchase Program during the quarter ended December 31, 2024, were 38,191 at an aggregate cost of approximately $0.7 million, which was accretive to NAV by $0.01 per share. ? Total investments at fair value as of December 31, 2024 was $405.0 million, spread across 28 different industries (when excluding CLO Funds and Joint Ventures) and comprised of 93 different portfolio companies. Our debt investment portfolio, excluding our investments in the CLO Funds, equities and Joint Ventures, totaled $320.7 million at fair value as of December 31, 2024 and was spread across 26 different industries with an average par balance per entity of approximately $2.5 million. This compares to total investments at fair value as of September 30, 2024, of $429.0 million; the debt investment portfolio at fair value as of September 30, 2024 was $347.0 million, excluding our investments in the CLO Funds, equities and Joint Ventures, and was spread across 28 different industries with an average par balance per entity of approximately $2.7 million. ? Weighted average contractual interest rate on our interest earning Debt Securities Portfolio as of December 31, 2024, was approximately 11.3%. ? Non-accruals on debt investments, as of December 31, 2024, were six debt investments representing 1.7% and 3.4% of the Company’s investment portfolio at fair value and amortized cost, respectively. This compares to nine debt investments representing 1.6% and 4.5% of the Company’s investment portfolio at fair value and amortized cost, respectively, as of September 30, 2024. ? Par value of outstanding borrowings, as of December 31, 2024, was $267.5 million compared to $267.5 million as of September 30, 2024, with an asset coverage ratio of 167% and 170% respectively. On a net basis, leverage as of December 31, 2024, was 1.3x(2) as compared to net leverage of 1.3x(2) as of September 30, 2024. ? Change in Dividend Policy: The Company’s Board of Directors (the “Board”) modified the Company’s dividend policy to introduce a stable base distribution, which is anticipated to be sustainable across market cycles. Additionally, the Board intends to declare a quarterly supplemental distribution going forward, which will approximate 50% of net investment income in excess of the quarterly base distribution to account for fluctuations in rates and spreads. ? Distribution: Declared a regular quarterly base distribution of $0.47 per share of common stock and a supplemental cash distribution of $0.07 per share of common stock. The distribution is payable on March 31, 2025, to stockholders of record at the close of business on March 24, 2025. ? On January 30, 2025, the Company entered into a Proposed Merger agreement with LRFC. Under the agreement, LRFC will merge with and into PTMN, subject to the receipt of certain shareholder approvals and the satisfaction of other closing conditions. Pursuant to the Proposed Merger agreement, Portman Ridge will be the surviving public entity and will continue to trade on the Nasdaq under the symbol “PTMN.” In connection with the Proposed Merger, shareholders of LRFC will receive 1.50 newly issued shares of PTMN common stock in exchange for each share of common stock of LRFC (the “Fixed Exchange Ratio”). (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 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 $40.0 million and $26.8 million of cash and cash equivalents and restricted cash as of December 31, 2024 and September 30, 2024, respectively. However, the net leverage ratio is a non-U.S. GAAP measure and should not be considered as a replacement for the regulatory asset coverage ratio and other similar information presented in accordance with U.S. GAAP. Instead, the net leverage ratio should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial condition. 3
Financial Highlights ($ in thousands, except per share amounts) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Interest income, excluding CLO income and purchase discount accretion $13,196 $12,088 $11,587 $11,434 $10,040 Purchase discount accounting 67 73 112 25 25 PIK Investment Income 2,081 2,006 2,201 1,552 2,427 CLO Income 119 555 526 254 176 JV Income 2,087 1,653 1,800 1,669 1,454 Service Fees 238 151 111 243 270 Investment Income $ 17,788 $ 16,526 $ 16,337 $ 15,177 $ 14,392 Less: Purchase discount accounting ($67) ($73) ($112) ($25) ($25) Core investment income(1) $ 17,721 $ 16,453 $ 16,225 $ 15,152 $ 14,367 Expenses: Management fees 1,786 1,729 1,680 1,611 1,539 Performance-based incentive fees 2,367 1,234 1,374 1,230 1,174 Interest and amortization of debt issuance costs 6,259 5,725 5,365 5,120 4,572 Professional fees 687 604 470 283 516 Administrative services expense 268 356 361 596 458 Directors’ expense 162 162 161 143 144 Other general and administrative expenses 405 490 449 392 450 Total expenses $11,934 $10,300 $9,860 $9,375 $8,853 Less: Expense Reimbursment ($5,309) — — — — Net Expenses $6,625 $10,300 $9,860 $9,375 $8,853 Net Investment Income $ 11,163 $ 6,226 $ 6,477 $ 5,802 $ 5,539 Excluding impact of expense reimbursment $4,371 — — — — Core net investment income(2) $ 6,792 $ 6,153 $ 6,384 $ 5,781 $ 5,518 Net realized gain (loss) on investments (15,574) (2,057) (6,922) (11,419) (10,785) Net change in unrealized gain (loss) on investments 11,750 71 (5,966) 4,511 2,390 Tax (provision) benefit on realized and unrealized gains (losses) on investments (257) 459 78 — 316 Net realized gain (loss) on extinguishment of debt (87) (213) (39) (403) — Net increase/(decrease) in Core net assets resulting from operations $2,611 $4,413 $ (6,465) $ (1,530) $ (2,561) Per Share Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Core Net Investment Income $0.72 $0.66 $0.69 $0.63 $0.60 Net Realized and Unrealized Gain / (Loss) on Investments ($0.41) ($0.21) ($1.39) ($0.75) ($0.91) Net Core Earnings $0.28 $0.47 ($0.70) ($0.17) ($0.28) Distributions declared $0.69 $0.69 $0.69 $0.69 $0.54 Net Asset Value $22.76 $22.57 $21.21 $20.36 $19.41 (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 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. 4
Impact of Benchmark Rates ? As of December 31, 2024, substantially all of our floating rate assets were on SOFR contract. ? If all floating rate assets as of 12/31/24 were reset to current 3-month benchmark rates 4.32%, we would expect to experience an incremental reduction in quarterly income of ~$84k. Blended Contracted SOFR at Month End 6.00% 5.50% 5.25% 5.23% 5.18% 5.16% 5.17% 5.00% 4.86% 4.70% 4.75% 4.55% 4.50% 4.36% 4.32% 4.21% 3.99% 4.00% 3.44% 3.50% 3.03% 3.00% 2.50% 2.15% 1.94% 1.92% 2.00% 1.50% 1.00% 0.50% 0.00% 6/30 7/31 8/31 9/30 10/31 11/30 12/31 1/31 2/28 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31 3m SOFR (2/28/25) (1) 3-month SOFR per Bloomberg as of February 28, 20225. 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 $0.4 million. Paydown Income by Quarter ($ in 000s) 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 Quarterly Average: $1,046 1,000 50% of Average: $523 500 438 — Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Sep-24 Dec-24 6
Core Earning Analysis ($ in ‘000s except per share) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Interest Income: Non-controlled/non-affiliated investments 12,760 12,621 11,913 11,357 9,145 Non-controlled affiliated investments 622 95 312 356 1,096 Total interest income 13,382 12,716 12,225 11,713 10,241 Payment-in-kind income: Non-controlled/non-affiliated investments 1,968 1,894 2,018 1,343 2,217 Non-controlled affiliated investments 113 112 183 209 210 Total payment-in-kind income 2,081 2,006 2,201 1,552 2,427 Dividend income: Non-controlled affiliated investments 2,087 1,653 1,800 1,669 1,454 Controlled affiliated investments — — -Total dividend income 2,087 1,653 1,800 1,669 1,454 Fees and other income: Non-controlled/non-affiliated investments 238 151 111 243 270 Total fees and other income 238 151 111 243 270 Reported Investment Income $17,788 $16,526 $16,337 $15,177 $14,392 Less: Purchase discount accouting (67) (73) (112) (25) (25) Core Investment Income $17,721 $16,453 $16,225 $15,152 $14,367 Reported Net Investment Income $11,163 $6,226 $6,477 $5,802 $5,539 NII Per Share $1.17 $0.67 $0.70 $0.63 $0.60 Core Net Investment Income (1) $6,779 $6,153 $6,384 $5,781 $5,518 NII Per Share $0.71 $0.66 $0.69 $0.63 $0.60 (1) Core net investment income represents reported total net investment income as determined in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, less the impact of purchase price discount accounting in connection with the GARS and HCAP mergers, while also considering the impact of accretion from these mergers on expenses. Portman Ridge believes presenting core net investment income and the related per share amount is useful and appropriate supplemental disclosure for analyzing its financial performance due to the unique circumstance giving rise to the purchase accounting adjustment. However, core net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for total net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, core net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance. 7
Net Asset Value Rollforward ($ in ‘000s) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 NAV, Beginning of Period $214,755 $213,518 $210,607 $196,429 $187,982 Net Investment Income 11,163 6,226 6,477 5,802 5,539 Realized Gains (Losses) from Investment transactions (15,574) (2,057) (6,922) (11,419) (10,785) Net change in unrealized appreciation (depreciation) on investments 11,750 71 (5,966) 4,511 2,390 Tax (provision) benefit on realized and unrealized gains (losses) on investments (257) 459 78 — 316 Realized Gains (Losses) from extinguishments of debt (87) (213) (39) (403) —Net Decrease in Assets Resulting from Distributions (6,516) (6,444) (6,411) (6,382) (6,345) Stock Repurchases (1,790) (953) (1,553) (638) (688) Distribution Reinvestment Plan 74 — 158 82 84 NAV, End of Period $213,518 $210,607 $196,429 $187,982 $178,493 Leverage and Asset Coverage Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Gross Leverage 1.5x 1.4x 1.5x 1.4x 1.5x Net Leverage(1) 1.2x 1.2x 1.3x 1.3x 1.3x Asset Coverage 165% 171% 169% 170% 167% (1) 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 $40.0 million, $26.8 million, $36.6 million, $39.6 million, and $71.2 million of cash and cash equivalents and restricted cash as of December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024, and December 31, 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 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. 8
(1) Current Portfolio Profile Diversified Portfolio of Assets 93 Debt + Equity Portfolio Investee Companies $2.5mm / 1% Average Debt Position Size U.S Centric Investments: Nearly 100% US-Based Companies Focus on Non-Cyclical Industries with High FCF Generation Credit quality has been stable during the rotation period Diversification by Borrower(2) Borrower 1, 5.0% Borrower 2, 4.2% Top 5 Borrowers, 20.6% Borrower 3, 3.9% Borrower 4, 3.8% Borrower 5, 3.7% Remainder, 38.4% Next 6-10 Investment, 14.3% Next 11-25 Investments, 26.8% Asset Mix(2) Second Lien Debt, 8.4% Equity Securities, First Lien Debt, 7.2% 83.9% Subordinated Debt, 0.5% Industry Diversification(2) Services: Business, Other, 19.6% 15.0% Aerospace and Defense, 3.3% High Tech Industries, Beverage, Food 14.5% and Tobacco, 3.4% Media: Broadcasting & Subscription, 3.8% Machinery (Non- Banking, Finance, Agrclt/Constr/Electr), 3.9% Insurance & Real Estate, 12.3% Finance, 4.3% Consumer goods: Durable, 7.8% Healthcare & Pharmaceuticals, 12.1% (1) As of December 31, 2024. Figures shown do not include, CLO Funds, F3C JV or Series A-Great Lakes Funding II LLC, and derivatives. (2) Shown as % of debt and equity investments at fair market value. 9
(1)(2) Portfolio Trends ($ in ‘000s) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 P o rtfo lio So urcing (at F air Value): BC Partners $357,645 $365,041 $348,856 $339,747 $317,588 Legacy KCAP $26,274 $23,865 $23,333 $20,788 $20,291 Legacy OHAI $1,188 $0 $0 $0 $0 Legacy GARS $69,488 $68,895 $60,790 $57,683 $58,123 Legacy HCAP (3) $13,271 $13,454 $11,391 $10,760 $9,019 P o rtfo lio Summary: Total portfolio, at fair value $ 467,865 $ 471,255 $ 444,370 $ 428,978 $ 405,021 Total number of debt portfolio companies / Total number of (4) 80 / 174 79 / 187 75/196 72/194 71/180 investments Weighted Avg EBITDA of debt portfolio companies $108,229 $111,355 $104,439 $111,503 $112,400 Average size of debt portfolio company investment, at fair value $3,165 $2,818 $2,602 $2,662 $2,508 Weighted avg first lien / total leverage ratio (net) of debt portfolio 5.0x / 5.8x 5.0x / 5.7x 5.0x/5.8x 5.0x/5.8x 5.0x/5.8x P o rtfo lio Yields and Spreads: Weighted average yield on debt investments at par value(5) 12.3% 12.1% 12.4% 11 .9% 11 .3% Average Spread to SOFR 750 bps 743 bps 752 bps 718 bsp 739 bsp P o rtfo lio A ctivity: Beginning balance $500,419 $467,865 $471,255 $444,370 $428,978 Purchases / draws / PIK 18,061 39,080 16,220 4,543 26,764 Exits / repayments / amortization (48,148) (35,440) (32,096) (14,670) (43,489) Gains / (losses) / accretion (2,467) (250) (11,009) (5,265) (7,232) Ending B alance $ 467,865 $ 471,255 $ 444,370 $ 428,978 $ 405,021 (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 (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. 10
Credit Quality ? As of December 31, 2024, six of the Company’s debt investments were on non-accrual status and represented 1.7% and 3.4% of the Company’s investment portfolio at fair value and amortized cost, respectively ($ in ‘000s) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Investments Credit Quality – Internal Rating (1) Performing 93.7% 93.7% 96.4% 92.3% 92.4% Underperforming 6.3% 6.3% 3.6% 7.7% 7.6% Investments on Non-Accrual Status Number of Non-Accrual Investments 7 7 9 9 6 Non-Accrual Investments at Cost $17,260 $17,130 $23,333 $22,532 $16,313 Non-Accrual Investments as a % of Total Cost 3.2% 3.2% 4.5% 4.5% 3.4% Non-Accrual Investments at Fair Value $6,106 $2,152 $2,024 $6,921 $6,869 Non-Accrual Investments as a % of Total Fair Value 1.3% 0.5% 0.5% 1.6% 1.7% (1) Based on fair market value as of the end of the respective period. 11
(1) Portfolio Composition Investment Portfolio ($ in ‘000s) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 First Lien Debt $336,599 $345,978 $320,815 $316,444 $289,957 Second Lien Debt 41,254 38,925 36,386 28,885 28,996 Subordinated Debt 1,224 1211 1,693 1,696 1,740 Equity Securities 20,533 23,428 23,830 22,879 24,762 Collateralized Loan Obligations 8,968 8,549 7,354 6,786 5,193 Joint Ventures 59,287 53,164 54,292 52,288 54,153 Derivatives — — — — 220 Ending Balance $467,865 $471,255 $444,370 $428,978 $405,021 Investment Portfolio (% of total) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 First Lien Debt 71.9% 73.4% 72.1% 73.8% 71.6% Second Lien Debt 8.8% 8.3% 8.2% 6.7% 7.2% Subordinated Debt 0.3% 0.3% 0.4% 0.4% 0.4% Equity Securities 4.4% 5.0% 5.4% 5.3% 6.1% Collateralized Loan Obligations 1.9% 1.8% 1.7% 1.6% 1.3% Joint Ventures 12.7% 11.3% 12.2% 12.2% 13.4% Derivatives — — — — 0.0% 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 ? M&A Value Realization as of December 31, 2024: [Graphic Appears Here] 13
Appendix
Consolidated Statements of Assets and Liabilities December 31, 2024 December 31, 2023 ASSETS Investments at fair value: Non-controlled/non-affiliated investments (amortized cost of $358,153 and $426,630, respectively) $ 327,622 $ 398,325 Non-controlled affiliated investments (amortized cost of $68,858 and $55,611, respectively) 64,384 55,222 Controlled affiliated investments (amortized cost of $49,421 and $58,041, respectively) 13,015 14,318 Total Investments at fair value (amortized cost of $476,432 and $540,282, respectively) $ 405,021 $ 467,865 Cash and cash equivalents 17,532 26,912 Restricted cash 22,421 44,652 Interest receivable 6,088 5,162 Receivable for unsettled trades — 573 Due from affiliates 1,367 1,534 Other assets 1,205 2,541 Total Assets $ 453,634 $ 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 $1,017 and $1,786, respectively) 106,983 106,214 Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs of $1,322 and $775, respectively) 158,157 91,225 Payable for unsettled trades — 520 Accounts payable, accrued expenses and other liabilities 3,007 4,252 Accrued interest payable 3,646 3,928 Due to affiliates 635 458 Management and incentive fees payable 2,713 4,153 Total Liabilities $ 275,141 $ 335,721 COMMITMENTS AND CONTINGENCIES NET ASSETS Common stock, par value $0.01 per share, 20,000,000 common shares authorized; 9,960,785 issued, and 9,198,175 outstanding at December 31, 2024, and 9,943,385 issued, and 9,383,132 outstanding at December 31, 2023 $ 92 $ 94 Capital in excess of par value 714,331 717,835 Total distributable (loss) earnings (535,930) (504,411) Total Net Assets $ 178,493 $ 213,518 Total Liabilities and Net Assets $ 453,634 $ 549,239 Net Asset Value Per Common Share $ 19.41 $ 22.76 15
Consolidated Statements of Operations For the Year Ended December 31, 2024 2023 2022 INVESTMENT INCOME Interest income: Non-controlled/non-affiliated investments $ 45,036 $ 55,675 $ 51,090 Non-controlled affiliated investments 1,859 2,728 3,150 Total interest income 46,895 58,403 54,240 Payment-in-kind income: Non-controlled/non-affiliated investments(1) 7,472 6,662 4,950 Non-controlled affiliated investments 714 406 477 Controlled affiliated investments — — 181 Total payment-in-kind income 8,186 7,068 5,608 Dividend income: Non-controlled affiliated investments 6,576 6,764 4,450 Controlled affiliated investments — 2,184 4,141 Total dividend income 6,576 8,948 8,591 Fees and other income: Non-controlled/non-affiliated investments 775 1,882 1,135 Non-controlled affiliated investments — 14 40 Total fees and other income 775 1,896 1,175 Total investment income $ 62,432 $ 76,315 $ 69,614 EXPENSES Management fees 6,559 7,452 8,349 Performance-based incentive fees 5,012 7,374 6,126 Interest and amortization of debt issuance costs 20,782 25,306 17,701 Professional fees 1,873 1,999 2,768 Administrative services expense 1,771 2,377 3,364 Directors’ expense 610 630 632 Other general and administrative expenses 1,781 1,713 1,784 Total expenses $ 38,388 $ 46,851 $ 40,724 Expense reimbursement — (5,309) — Net expenses 38,388 41,542 40,724 NET INVESTMENT INCOME $ 24,044 $ 34,773 $ 28,890 REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gains (losses) from investment transactions Non-controlled/non-affiliated investments $ (23,205) $ (26,334) $ (28,893) Non-controlled affiliated investments (1,334) (399) (197) Controlled affiliated investments (6,644) (33) — Derivatives — — (2,095) Net realized gain (loss) on investments (31,183) (26,766) (31,185) Net change in unrealized appreciation (depreciation) on: Non-controlled/non-affiliated investments (2,446) 6,696 (8,298) Non-controlled affiliated investments (4,085) 980 (1,428) Controlled affiliated investments 7,317 (4,354) (10,601) Derivatives 220 — 2,412 Net change in unrealized gain (loss) on investments 1,006 3,322 (17,915) Tax (provision) benefit on realized and unrealized (gains) losses on investments 853 414 (786) Net realized and unrealized appreciation (depreciation) on investments, net of taxes (29,324) (23,030) (49,886) Realized gains (losses) on extinguishment of debt (655) (362) — NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (5,935) $ 11,381 $ (20,996) Net Increase (Decrease) In Net Assets Resulting from Operations per Common Share: Basic and Diluted: $ (0.64) $ 1.20 $ (2.18) Net Investment Income Per Common Share: Basic and Diluted: $ 2.59 $ 3.66 $ 3.00 Weighted Average Shares of Common Stock Outstanding—Basic and Diluted 9,272,809 9,509,396 9,634,468
Corporate Leverage & Liquidity Cash and Cash Equivalents ? Unrestricted cash and cash equivalents totaled $17.5 million as of December 31, 2024 ? Restricted cash of $22.4 million as of December 31, 2024 Debt Summary ? As of December 31, 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. 17
Regular Distribution Information(1) Date Declared Record Date Payment Date Distribution per Share 3/13/2025 3/24/2025 3/31/2025 $0.54(2) 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 8/4/2021 1 for 10 Reverse Stock Split effective 8/26/21 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. (2) The Company declared a regular quarterly base distribution of $0.47 per share of common stock and a supplemental cash distribution of $0.07 per share of common stock. The distribution is payable on March 31, 2025 to stockholders of record at the close of business on March 24, 2025. 18