8-K

 

 

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): May 11, 2022 (May 10, 2022)

 

 

Portman Ridge Finance Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-00735   20-5951150

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

650 Madison Avenue, 23rd Floor

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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   PTMN  

The NASDAQ Global Select

Market

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On May 10, 2022, Portman Ridge Finance Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2022. 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 May 11, 2022, the Company has made available on its website, http://www.portmanridge.com/home, a supplemental investor presentation with respect to the first quarter 2022 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 Number

  

Description

99.1    Press Release, dated May 10, 2022
99.2    Investor Presentation, dated May 11, 2022


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/ Jason T. Roos

Name:   Jason T. Roos
Title:   Chief Financial Officer

Date: May 11, 2022

EX-99.1

Exhibit 99.1

 

LOGO

Portman Ridge Finance Corporation Announces First Quarter 2022 Financial Results

May 10, 2022

Well Positioned to Further Improve Portfolio Performance and Increase Investment Income in 2022;

Refinances JPMorgan Chase Bank (“JPM”) Credit Facility and Reduces Cost of Capital

Declares Quarterly Distribution of $0.63 Per Share

NEW YORK, May 10, 2022 (GLOBE NEWSWIRE) — Portman Ridge Finance Corporation (Nasdaq: PTMN) (the “Company” or “Portman Ridge”) announced today its financial results for the first quarter ended March 31, 2022.

First Quarter 2022 Highlights

 

   

Net asset value (“NAV”) for the first quarter of 2022 remained relatively flat at $278.3 million ($28.76 per share1) as compared to $280.1 million ($28.88 per share) in the fourth quarter of 2021, despite pervasive market volatility and other macro-economic and political factors.

 

   

Total investment income the first quarter of 2022 was $16.9 million, of which $13.0 million was attributable to interest income from the debt securities portfolio.

 

   

Excluding the impact of purchase price accounting, core investment income2 for the first quarter of 2022 was $15.1 million.

 

   

Net investment income (“NII”) for the first quarter of 2022 was $7.9 million ($0.82 per share).

 

   

Total investments at fair value as of March 31, 2022 was $568.0 million; when excluding CLO Funds, Joint Ventures and short-term investments, these investments are spread across 30 different industries and 116 entities with an average par balance per entity of approximately $3.3 million.

 

   

As of March 31, 2022, six of the Company’s debt investments were on non-accrual status compared to seven as of December 31, 2021.

 

   

As of March 31, 2022, par value of outstanding borrowings was $352.4 million with an asset coverage ratio of total assets to total borrowings of 180%. On a net basis, leverage as of March 31, 2022 was 0.97x.3

 

   

During the quarter, the Company restructured its stock buybacks and repurchased 22,990 of shares under its Renewed Stock Repurchase program at an aggregate cost of approximately $545 thousand.

 

1 

NAV per share as determined in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, was decreased 5 cents per share due to the impact of a one-time quarterly tax provision.

2 

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.

3 

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 $83.6 million of cash and cash equivalents. 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.

Subsequent Events

 

   

Declared a stockholder distribution of $0.63 per share for the second quarter of 2022, payable on June 7, 2022 to stockholders of record at the close of business on May 24, 2022.

 

   

On April 29, 2022, the Company refinanced its Revolving Credit Facility with JPMorgan Chase Bank as administrative agent. The amended agreement places three-month SOFR as the benchmark interest rate and reduces the applicable margin to 2.80% per annum from 2.85% per annum. Other amendments include the extension of the reinvestment period and scheduled termination date to April 29, 2025 and April 29, 2026, respectively.


Management Commentary

Ted Goldthorpe, Chief Executive Officer of Portman Ridge, stated, “Despite operating in an environment with rising interest rates, market volatility, and the war in the Ukraine, we reported a relatively unchanged NAV per share for the first quarter, reduced our non-accruals, and maintained our dividend of $0.63 per share. While many of our peers have seen raised interest rates on their lines of credit and outstanding debt, we have been able to restructure our agreement with JPMorgan Chase and lower the interest rate, shift from LIBOR to SOFR, and extend the maturity date by 2 12 years. Although investment activity and originations were lower in the first quarter of 2022 as compared to the second half of 2021, a sector-wide trend, subsequent to quarter end we have deployed approximately $35 million of our available cash in new investments and have a pipeline of an additional $20 million to $30 million we expect to deploy before the end of the second quarter. We are also pleased to announce that we have added two new seasoned members to our board. Overall, we believe that we are well-positioned to further improve our portfolio performance and increase investment income in 2022.”

Select Financial Highlights

 

     For the Three Months Ended March 31,  
                 2022                              2021              

Total Investment Income

     16,944        18,305  
  

 

 

    

 

 

 

Total Expenses

     9,036        10,092  
  

 

 

    

 

 

 

Net Investment Income

     7,908        8,213  
  

 

 

    

 

 

 

Net realized gain (loss) on investments

     (5,553      (5,086
  

 

 

    

 

 

 

Net unrealized gain (loss) on investments

     2,143        6,745  
  

 

 

    

 

 

 

Tax (provision) benefit on realized and unrealized gains (losses) on investments

     (440      —    
  

 

 

    

 

 

 

Net realized and unrealized appreciation (depreciation) on investments, net of taxes

     (3,850      1,659  
  

 

 

    

 

 

 

Realized gains (losses) on extinguishments of debt

     —          (1,835
  

 

 

    

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

   $ 4,058      $ 8,037  
  

 

 

    

 

 

 

Net Increase (Decrease) In Stockholders’ Equity Resulting from Operations per Common Share (4):

     

Basic and Diluted:

   $ 0.42      $ 1.07  

Net Investment Income Per Common Share (4):

     

Basic and Diluted:

   $ 0.82      $ 1.09  

Weighted Average Shares of Common Stock Outstanding—Basic and Diluted(4)

     9,698,099        7,517,453  

 

4 

The Company completed a Reverse Stock Split of 10 to 1 effective August 26, 2021. As a result, the share and per share amounts have been adjusted retroactively to reflect the split for all periods prior to August 26, 2021.

 

     For the Three Months Ended  
($ in thousands)    March 31, 2022  

Interest from investments in debt excluding accretion

   $ 9,812  

Purchase discount accounting

     1,812  

PIK Investment Income

     1,382  

CLO Income

     1,634  

JV Income

     2,108  

Service Fees

     196  
  

 

 

 

Total Investment Income

     16,944  
  

 

 

 

Less: Purchase discount accounting

     (1,812
  

 

 

 

Core Investment Income

     15,132  
  

 

 

 

Total investment income for the three months ended March 31, 2022 and March 31, 2021 was $16.9 million and $18.3 million, respectively. Total expenses for the three months ended March 31, 2022 and March 31, 2021 were $9.0 million and $10.1 million, respectively.

At both March 31, 2022 and December 31, 2021, the weighted average contractual interest rate on our interest earning debt securities portfolio was approximately 8.1%.

Investment Portfolio Activity

The composition of our investment portfolio as of March 31, 2022 and December 31, 2021 at cost and fair value was as follows:

 

($ in thousands)    March 31, 2022
(unaudited)
    December 31, 2021  
Security Type    Cost/Amortized
Cost
     Fair Value      %(5)     Cost/Amortized
Cost
     Fair Value     %(¹)  

Senior Secured Loan

   $ 394,552      $ 395,062        69     $ 361,556      $ 364,701       66  

Junior Secured Loan

     69,795        60,976        11       82,996        70,549       13  

Senior Unsecured Bond

     416        43        0       416        43       0  

Equity Securities

     24,637        22,633        4       26,680        22,586       4  

CLO Fund Securities

     51,163        29,057        5       51,561        31,632       6  

Asset Manager Affiliates(6)

     17,791        —          —         17,791        —         —    

Joint Ventures

     65,305        60,217        11       64,365        60,474       11  

Derivatives

     31        23        —         31        (2,412     —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ 623,690      $ 568,011        100   $ 605,396      $ 547,573       100

 

5 

Represents percentage of total portfolio at fair value.

6 

Represents the equity investment in the Asset Manager Affiliates.


As of March 31, 2022, six of the Company’s debt investments were on non-accrual status compared to seven investments on a non-accrual status as of December 31, 2021. Investments on non-accrual status as of March 31, 2022 decreased to 0.2% and 1.9% of the Company’s investment portfolio at fair value and amortized cost, respectively, compared to 0.5% and 2.8% as of December 31, 2021.

Liquidity and Capital Resources

As of March 31, 2022, we had $352.4 million (par value) of borrowings outstanding with a weighted average interest rate of 3.2%, of which $108.0 million par value had a fixed rate and $244.4 million par value had a floating rate. Portman Ridge expects future portfolio investments to predominately be floating rate investments.

As of March 31, 2022, the Company had unrestricted cash of $20.5 million and restricted cash of $63.1 million. This compares to unrestricted cash of $28.9 million and restricted cash of $39.4 million as of December 31, 2021. As of March 31, 2022, we had $34.4 million of available borrowing capacity under the Senior Secured Revolving Credit Facility, and $25.0 million of borrowing capacity under the 2018-2 Revolving Credit Facility.

Total assets and shareholder’s equity as of March 31, 2022 were $660.9 million and $278.3 million respectively, as compared to $648.3 million and $280.1 million, respectively as of December 31, 2021.

As of March 31, 2022 and December 31, 2021, the fair value of investments and cash were as follows:

 

($ in thousands)              
Security Type    March 31, 2022      December 31, 2021  

Cash and cash equivalents

   $ 20,524      $ 28,919  

Restricted Cash

     63,094        39,421  

Senior Secured Loan

     395,062        364,701  

Junior Secured Loan

     60,976        70,549  

Senior Unsecured Bond

     43        43  

Equity Securities

     22,633        22,586  

CLO Fund Securities

     29,057        31,632  

Joint Ventures

     60,217        60,474  

Derivatives

     23        (2,412
  

 

 

    

 

 

 

Total

   $ 651,629      $ 615,913  

Interest Rate Volatility

The Company’s investment income is affected by fluctuations in various interest rates, including LIBOR and prime rates.

As of March 31, 2022, approximately 87% of the Company’s debt securities portfolio were either floating rate with a spread to an interest rate index such as LIBOR or the prime rate. 76.6% of these floating rate loans contain LIBOR floors ranging between 0.50% and 2.00%.

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 Revolving Credit Facility would fluctuate with changes in interest rates.

Generally, 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

   $ 1,523      $ 3,167      $ 4,814  

Decrease in interest rate

   $ 746      $ 746      $ 746  

Net investment income assuming a 1% increase in interest rates would increase by approximately $1.5 million on an annualized basis. If the increase in rates was more significant, such as 2% or 3%, the net effect on net investment income would be an increase of approximately $3.2 million and $4.8 million, respectively.

On an annualized basis, a decrease in interest rates of 1%, 2% or 3% would result in an increase in net investment income of approximately $746 thousand. The effect on net investment income from declines in interest rates is impacted by interest rate floors on certain of our floating rate investments, as there is no floor on our floating rate debt facility and the 2018-2 Secured Notes.


Conference Call and Webcast

We will hold a conference call on Wednesday, May 11, 2022 at 9:00 am Eastern Time to discuss our first quarter 2022 financial results. To access the call, stockholders, prospective stockholders and analysts should dial (866) 757-5630 approximately 10 minutes prior to the start of the conference call and use the conference ID 5981065.

A replay of this conference call will be available from approximately 12:00 p.m. ET on May 11 through May 18. The dial in number for the replay is (855) 859-2056 and the conference ID is 5981065.

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: Portman Ridge First Quarter 2022 Conference Call. 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, LP.

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 with over $40 billion of assets under management 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. Since inception, BC Partners has completed 117 private equity investments in companies with a total enterprise value of €149 billion and is currently investing its eleventh private equity fund. For more information, please visit 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; (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, including but not limited to the impact of the COVID-19 pandemic, 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, 23rd floor

New York, NY 10022

info@portmanridge.com

Jason Roos

Chief Financial Officer

Jason.Roos@bcpartners.com

(212) 891-2880

Lena Cati

The Equity Group Inc.

lcati@equityny.com

(212) 836-9611

Serena Liegey

The Equity Group Inc.

sliegey@equityny.com

(212) 836-9630


PORTMAN RIDGE FINANCE CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

     March 31, 2022     December 31, 2021  
     (Unaudited)        

ASSETS

    

Investments at fair value:

    

Non-controlled/non-affiliated investments (amortized cost: 2022 - $490,597; 2021 - $479,153)

   $ 464,754     $ 452,482  

Non-controlled affiliated investments (amortized cost: 2022 - $74,951; 2021 - $74,082)

     75,129       74,142  

Controlled affiliated investments (cost: 2022 - $58,142; 2021 - $52,130)

     28,128       23,361  
  

 

 

   

 

 

 

Total Investments at Fair Value (cost: 2022 - $623,690; 2021 - $605,365)

     568,011       549,985  

Cash and cash equivalents

     20,524       28,919  

Restricted cash

     63,094       39,421  

Interest receivable

     3,119       5,514  

Receivable for unsettled trades

     2,153       20,193  

Due from affiliates

     592       507  

Other assets

     3,365       3,762  
  

 

 

   

 

 

 

Total Assets

   $ 660,858     $ 648,301  
  

 

 

   

 

 

 

LIABILITIES

    

2018-2 Secured Notes (net of discount of: 2022 - $1,358; 2021 - $1,403)

     162,504       162,460  

4.875% Notes Due 2026 (net of discount of: 2022 - $2,046; 2021 - $2,157; net of deferred financing costs of: 2022 - $977; 2021 - $951)

     104,977       104,892  

Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs of:
2022 - $640; 2021 - $732)

     79,930       79,839  

Derivative liabilities (cost: 2021 - $31)

     —         2,412  

Payable for unsettled trades

     21,622       5,397  

Accounts payable, accrued expenses and other liabilities

     5,101       4,819  

Accrued interest payable

     3,325       2,020  

Due to affiliates

     1,286       1,799  

Management and incentive fees payable

     3,812       4,541  
  

 

 

   

 

 

 

Total Liabilities

     382,557       368,179  

COMMITMENTS AND CONTINGENCIES

    

NET ASSETS

    

Common stock, par value $0.01 per share, 20,000,000 common shares authorized; 9,867,998 issued, and 9,676,705 outstanding at March 31, 2022, and 9,867,998 issued, and 9,699,695 outstanding at December 31, 2021

     97       97  

Capital in excess of par value

     733,327       733,095  

Total distributable (loss) earnings

     (455,123     (453,070
  

 

 

   

 

 

 

Total Net Assets

     278,301       280,122  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 660,858     $ 648,301  
  

 

 

   

 

 

 

NET ASSET VALUE PER COMMON SHARE (4)

   $ 28.76     $ 28.88  

 

(4)

The Company completed a Reverse Stock Split of 10 to 1 effective August 26, 2021, the common shares and net asset value per common share have been adjusted retroactively to reflect the split for all periods presented.


PORTMAN RIDGE FINANCE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

 

     For the Three Months Ended
March 31,
 
     2022     2021  

INVESTMENT INCOME

    

Interest income:

    

Non-controlled/non-affiliated investments

   $ 12,667     $ 14,470  

Non-controlled affiliated investments

     591       233  
  

 

 

   

 

 

 

Total interest income

     13,258       14,703  

Payment-in-kind income:

    

Non-controlled/non-affiliated investments

     1,126       1,132  

Non-controlled affiliated investments

     256       —    
  

 

 

   

 

 

 

Total payment-in-kind income

     1,382       1,132  

Dividend income:

    

Non-controlled affiliated investments

     945       814  

Controlled affiliated investments

     1,163       1,226  
  

 

 

   

 

 

 

Total dividend income

     2,108       2,040  

Fees and other income

     196       430  
  

 

 

   

 

 

 

Total investment income

     16,944       18,305  
  

 

 

   

 

 

 

EXPENSES

    

Management fees

     2,135       1,793  

Performance-based incentive fees

     1,678       2,094  

Interest and amortization of debt issuance costs

     3,344       3,380  

Professional fees

     845       1,494  

Administrative services expense

     847       613  

Other general and administrative expenses

     187       718  
  

 

 

   

 

 

 

Total expenses

     9,036       10,092  
  

 

 

   

 

 

 

NET INVESTMENT INCOME

     7,908       8,213  
  

 

 

   

 

 

 

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

    

Net realized gains (losses) from investment transactions:

    

Non-controlled/non-affiliated investments

     (3,670     (5,195

Non-controlled affiliated investments

     212       109  

Derivatives

     (2,095     —    
  

 

 

   

 

 

 

Net realized gain (loss) on investments

     (5,553     (5,086

Net change in unrealized appreciation (depreciation) on:

    

Non-controlled/non-affiliated investments

     829       6,263  

Non-controlled affiliated investments

     117       331  

Controlled affiliated investments

     (1,245     625  

Derivatives

     2,442       (474
  

 

 

   

 

 

 

Net unrealized gain (loss) on investments

     2,143       6,745  
  

 

 

   

 

 

 

Tax (provision) benefit on realized and unrealized gains (losses) on investments

     (440     —    
  

 

 

   

 

 

 

Net realized and unrealized appreciation (depreciation) on investments, net of taxes

     (3,850     1,659  
  

 

 

   

 

 

 

Realized gains (losses) on extinguishments of debt

     —         (1,835
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

   $ 4,058     $ 8,037  
  

 

 

   

 

 

 

Net Increase (Decrease) In Stockholders' Equity Resulting from Operations per Common Share (4):

    

Basic and Diluted:

   $ 0.42     $ 1.07  

Net Investment Income Per Common Share (4):

    

Basic and Diluted:

   $ 0.82     $ 1.09  

Weighted Average Shares of Common Stock Outstanding—Basic and Diluted(1)

     9,698,099       7,517,453  

 

(4)

The Company completed a Reverse Stock Split of 10 to 1 effective August 26, 2021, the common shares and net asset value per common share have been adjusted retroactively to reflect the split for all periods presented.

 

LOGO

Source: Portman Ridge Finance Corporation

EX-99.2

Exhibit 99.2 2022 Q1 Earnings Presentation May 11, 2022


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 Q1 2022 Highlights (1) ▪ Net asset value (“NAV”) for the first quarter of 2022 remained relatively flat at $278.3 million ($28.76 per share ) as compared to $280.1 million ($28.88 per share) in the fourth quarter of 2021, despite pervasive market volatility and other macro-economic and political factors. ▪ Total investment income the first quarter of 2022 was $16.9 million, of which $13.0 million was attributable to interest income from the debt securities portfolio. (2) ▪ Core investment income for the first quarter of 2022, excluding the impact of purchase price accounting, was $15.1 million. ▪ Net investment income (“NII”) for the first quarter of 2022 was $7.9 million ($0.82 per share). ▪ Fair value of investments totaled $568.0 million as of March 31, 2022; when excluding CLO Funds, Joint Ventures and short-term investments, these investments are spread across 30 different industries and 116 entities with an average par balance per entity of approximately $3.3 million. ▪ Non-accruals on debt investments as of March 31, 2022, were reduced to six from seven investments as of December 31, 2021. ▪ Par value of outstanding borrowings as of March 31, 2022 was $352.4 million with an asset coverage ratio of total assets to total (3) borrowings of 180%. On a net basis, leverage as of March 31, 2022 was 0.97x. ▪ Shares repurchased under the Company’s Renewed Stock Repurchase program during the quarter were 22,990 for an aggregate cost of approximately $545 thousand. (1) NAV per share as determined in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, was decreased 5 cents per share due to the impact of a one-time quarterly tax provision. (2) 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 3 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. (3) 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 $83.6 million of cash and cash equivalents. 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) Q1 2022 Core investment income $15,132 Expenses: Management fees 2,135 Performance-based incentive fees 1,678 Interest and amortization of debt issuance costs 3,344 Professional fees 845 Administrative services expense 847 Other general and administrative expenses 187 Total expenses $9,036 Core net investment income $6,096 Net realized gain (loss) on investments (5,553) Net unrealized gain (loss) on investments 2,143 Tax (provision) benefit on realized and unrealized gains (losses) on investments (440) Net increase/(decrease) in Core net assets resulting from operations $2,246 Per Share Q1 2022 Core Net Investment Income $0.63 Net Realized and Unrealized Gain / (Loss) ($0.35) Net Core Earnings $0.23 Distributions declared $0.63 Net Asset Value $28.76 4


Core Earning Analysis ($ in ‘000s except per share) Q1 2022 Interest Income: Non-controlled/non-affiliated investments 12,667 Non-controlled affiliated investments 591 Total interest income 13,258 Payment-in-kind income: Non-controlled/non-affiliated investments 1,126 Non-controlled affiliated investments 256 Total payment-in-kind income 1,382 Dividend income: Non-controlled affiliated investments 945 Controlled affiliated investments 1,163 Total dividend income 2,108 Fees and other income 196 Reported Investment Income $16,944 Less: Purchase discount accouting (1,812) Core Investment Income $15,132 Report ed Net Investment Income $7,908 NII Per Share $0.82 Core Net Investment Income $6,096 NII Per Share $0.63 5


Net Asset Value Rollforward ($ in ‘000s) Q1 2022 NAV, Beginning of Period $280,122 Realized Gains (Losses) from Investments (5,553) Unrealized Gains (Losses) 2,143 Net Investment Income 7,908 Net Decrease in Assets Resulting from Distributions (6,111) Tax (provision) benefit on realized and unrealized (gains) losses on investments (440) Private Placement and other 439 Share Repurchase (545) Distribution Reinvestment Plan 338 NAV, End of Period $278,301 Leverage and Asset Coverage Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Debt / Equity 1.4x 1.4x 1.3x 1.3x 1.3x Asset Coverage 170% 171% 178% 178% 180% 6


Corporate Leverage & Liquidity Cash and Cash Equivalents ▪ Unrestricted cash and cash equivalents totaled $20.5 million at March 31, 2022 ▪ Restricted cash of $63.1 million at March 31, 2022 Debt Summary ▪ As of March 31, 2022, par value of outstanding borrowings was $352.4 million; there was $34.4 million of available borrowing capacity under the Senior Secured Revolving Credit Facility and $25.0 million of borrowing capacity under the 2018-2 Revolving Credit Facility. ▪ On April 29, 2022, the Company refinanced its Revolving Credit Facility with JP Morgan Chase as administrative agent. The amended agreement places three-month SOFR as the benchmark interest rate and reduces the applicable margin to 2.80% per annum from 2.85% per annum. Other amendments include the extension of the reinvestment period and scheduled termination date to April 29, 2025 and April 29, 2026, respectively. 7


(1)(2) Portfolio Trends ($ in ‘000s) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 P o rtfo lio So urcing (at F air Value): BC Partners $160,533 $184,525 $245,112 $264,642 $303,378 Legacy KCAP $100,867 $92,795 $92,746 $78,221 $68,378 Legacy OHAI $21,889 $17,040 $16,980 $16,163 $9,894 Legacy GARS $191,159 $172,234 $159,699 $131,897 $124,048 (3) Legacy HCAP n/a $53,573 $47,644 $59,062 $62,289 P o rtfo lio Summary: Total portfolio, at fair value $ 474,447 $ 520,168 $ 562,181 $ 549, 985 $ 567,988 Total number of debt portfolio companies / Total number of 103/166 105/182 101/184 92 / 181 95 / 186 (4) investments Weighted Avg EBITDA of debt portfolio companies $84,247 $69,291 $92,565 $77,003 $95,546 Average size of debt portfolio company investment, at fair value $2,765 $2,914 $3,138 $3,065 $3,082 Weighted avg first lien / total leverage ratio (net) of debt portfolio 4.1x / 4.9x 4.2x / 4.9x 4.5x / 5.3x 4.7x / 5.4 x 4.8x / 5.3x P o rtfo lio Yields and Spreads: (5) Weighted average yield on debt investments at par value 7.4% 8.2% 8.1% 8.3% 8.0% Average Spread to LIBOR 658 bps 744 bps 725 bps 748 bps 727 bps P o rtfo lio A ctivity: Beginning balance $487,737 $474,447 $520,168 $562,181 $549,985 Purchases / draws 57,470 115,828 98,362 99,141 63,964 Exits / repayments / amortization (80,334) (78,963) (64,793) (109,351) (47,346) Gains / (losses) / accretion 9,575 8,637 8,444 1,986 1,385 Ending B alance $ 474,447 $ 520,168 $ 562,181 $ 549,985 $ 567,988 (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 8 (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 and partial non-accrual investments and excluding CLO holdings and Joint Ventures.


Credit Quality ▪ As of March 31, 2022, 6 of the Company’s debt investments were on non-accrual status and represented 0.2% and 1.9% of the Company’s investment portfolio at fair value and amortized cost, respectively ($ in ‘000s) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 (1) Investments Credit Quality – Internal Rating Performing 95.1% 95.0% 94.2% 93.6% 94.5% Underperforming 4.9% 5.0% 5.8% 6.4% 5.5% Investments on Non-Accrual Status Number of Non-Accrual Investments 7 8 6 7 6 Non-Accrual Investments at Cost $11,918 $17,015 $15,284 $16,730 $11,730 Non-Accrual Investments as a % of Total Cost 2.3% 3.3% 2.5% 2.8% 1.9% Non-Accrual Investments at Fair Value $3,263 $7,601 $4,980 $2,900 $1,039 Non-Accrual Investments as a % of Total Fair Value 0.7% 1.5% 0.9% 0.5% 0.2% (1) Based on FMV. 9


(1) Portfolio Composition Investment Portfolio ($ in ‘000s) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Senior Secured Loan $322,363 $351,699 $380,961 $364,701 $395,062 Junior Secured Loan 64,640 67,905 74,076 70,549 60,976 Senior Unsecured Bond 42 43 43 43 43 Equity Securities 14,651 22,387 22,299 22,586 22,633 CLO Fund Securities 16,021 17,064 17,174 31,632 29,057 Joint Ventures 56,731 61,070 67,629 60,474 60,217 Ending Balance $474,447 $520,168 $562,181 $549,985 $567,988 Investment Portfolio (% of total) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Senior Secured Loan 67.9% 67.6% 67.8% 66.0% 69.6% Junior Secured Loan 13.6% 13.1% 13.2% 13.0% 10.7% Senior Secured Bond 0.0% 0.0% 0.0% 0.0% 0.0% Equity Securities 3.1% 4.3% 4.0% 4.0% 4.0% CLO Fund Securities 3.4% 3.3% 3.1% 6.0% 5.1% Joint Ventures 12.0% 11.7% 12.0% 11.0% 10.6% Total 100.0% 100.0% 100.0% 100.0% 100.0% (1) At Fair Value. Does not include activity in short-term investments. 10


M&A Value Realization ▪ Our track record demonstrates BC Partners’ ability to efficiently realize the value of legacy portfolios acquired while rotating into BC Partners’ sourced assets ▪ We are in the early stages of implementing the same strategy with the acquired and fully redeemed HCAP assets but were successful in several monetizations during the quarter OHAI GARS HCAP $328,232 $63,630 $316,452 $60,550 $57,909 $57,827 62% of 29% of Portfolio Portfolio FMV at FMV at $16,912 84% of transaction transaction $204,184 Portfolio has been has been FMV at $53,736 realized realized transaction has been realized $40,997 $124,048 $9,894 At Closing 3/31/22 At Closing 3/31/22 At Closing 3/31/22 Still Held Realized Still Held Realized Still Held Realized 11


Appendix


(1) Current Portfolio Profile (2) Diversified Portfolio of Assets Diversification by Borrower Top 5 Borrowers, 4.1% 2.9% 14.7% 116 Debt + Equity Portfolio Investee Companies 2.7% 2.5% 2.5% $3.3mm / 1% Average Debt Position Size Next 5-10 Investments U.S Centric Investments: Nearly 100% US-Based Companies 10.9% Remainder 50.3% Focus on Non-Cyclical Industries with High FCF Generation Next 11-25 Credit quality has been stable to improving during the Investments rotation period 24.1% (2) (2) Industry Diversification Asset Mix Other 30.6% Services: Business Junior Secured Loan 15.6% 12.7% Automotive 2.5% Senior Secured Finance 2.5% Loan Equity Securities 4.7% Chemicals, Plastics & Rubber 82.5% High Tech Industries 2.7% 12.9% Media: Broadcasting & Subscription Senior Unsecured Bond 2.9% 0.0% Banking, Finance, Insurance & Capital Equipment Real Estate 2.9% 9.7% Metals & Mining Healthcare & Pharmaceuticals 3.0% Consumer goods: Durable 9.7% 5.0% (1) As of March 31, 2022. Figures shown do not include short term investments, CLO holdings, F3C JV or Great Lakes JV portfolio companies, and derivatives. 13 (2) Shown as % of debt and equity investments at fair market value.


Balance Sheet December 31, March 31, 2022 2021 (in thousands, except share and per share amounts) (Unaudited) ASSETS Investments at fair value: Non-controlled/non-affiliated investments (amortized cost: 2022 - $490,597; 2021 - $479,153) $ 4 64,754 $ 452,482 Non-controlled affiliated investments (amortized cost: 2022 - $74,951; 2021 - $74,082) 75,129 7 4,142 Controlled affiliated investments (cost: 2022 - $58,142; 2021 - $52,130) 28,128 23,361 Total Investments at Fair Value (cost: 2022 - $623,690; 2021 - $605,365) 568,011 5 49,985 Cash and cash equivalents 20,524 28,919 Restricted cash 63,094 39,421 Interest receivable 3,119 5 ,514 Receivable for unsettled trades 2 ,153 2 0,193 Due from affiliates 592 507 Other assets 3,365 3,762 Total Assets $ 6 60,858 $ 648,301 LIABILITIES 2018-2 Secured Notes (net of discount of: 2022 - $1,358; 2021 - $1,403) 1 62,504 162,460 4.875% Notes Due 2026 (net of discount of: 2022 - $2,046; 2021 - $2,157; net of deferred financing costs of: 2022 - $977; 2021 - $951) 104,977 1 04,892 Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs of: 2022 - $640; 2021 - $732) 79,930 79,839 Derivative liabilities (cost: 2021 - $31) - 2 ,412 Payable for unsettled trades 21,622 5,397 Accounts payable, accrued expenses and other liabilities 5,101 4,819 Accrued interest payable 3,325 2 ,020 Due to affiliates 1 ,286 1 ,799 Management and incentive fees payable 3,812 4 ,541 Total Liabilities 382,557 3 68,179 CO MMITMENTS AND CO NTINGENCIES NET ASSETS Common stock, par value $0.01 per share, 20,000,000 common shares authorized; 9,867,998 issued, and 9,676,705 outstanding at March 31, 2022, and 9,867,998 97 97 issued, and 9,699,695 outstanding at December 31, 2021 Capital in excess of par value 7 33,327 7 33,095 Total distributable (loss) earnings ( 455,123) (453,070) Total Net Assets 278,301 2 80,122 Total Liabilities and Stockholders' Equity $ 660,858 $ 648,301 (1) NET ASSET VALUE PER COMMON SHARE $ 2 8.76 $ 2 8.88 (1) The Company completed a Reverse Stock Split of 10 to 1 effective August 26, 2021, the common shares and net asset value per common share have been adjusted retroactively to reflect the split for all periods presented. 14


Income Statement (Unaudited) (in thousands, except share and per share amounts) For the Three Months Ended March 31, 2022 2021 INVESTMENT INCO ME Interest income: Non-controlled/non-affiliated investments $ 12,667 $ 14,470 Non-controlled affiliated investments 591 233 Total interest income 13,258 1 4,703 Payment-in-kind income: Non-controlled/non-affiliated investments 1 ,126 1,132 Non-controlled affiliated investments 256 - Total payment-in-kind income 1 ,382 1,132 Dividend income: Non-controlled affiliated investments 945 814 Controlled affiliated investments 1 ,163 1 ,226 Total dividend income 2,108 2,040 Fees and other income 196 430 Total investment income 1 6,944 1 8,305 EXPENSES Management fees 2 ,135 1,793 Performance-based incentive fees 1 ,678 2,094 Interest and amortization of debt issuance costs 3,344 3 ,380 Professional fees 845 1 ,494 Administrative services expense 847 613 Other general and administrative expenses 187 718 Total expenses 9 ,036 1 0,092 NET INVESTMENT INCO ME 7 ,908 8,213 REALIZED AND UNREALIZED GAINS (LO SSES) O N INVESTMENTS Net realized gains (losses) from investment transactions: Non-controlled/non-affiliated investments (3,670) (5,195) Non-controlled affiliated investments 212 109 Derivatives (2,095) - Net realized gain (loss) on investments (5,553) ( 5,086) Net change in unrealized appreciation (depreciation) on: Non-controlled/non-affiliated investments 829 6 ,263 Non-controlled affiliated investments 117 331 Controlled affiliated investments ( 1,245) 625 Derivatives 2,442 ( 474) Net unrealized gain (loss) on investments 2,143 6,745 Tax (provision) benefit on realized and unrealized gains (losses) on investments (440) - Net realized and unrealized appreciation (depreciation) on investments, net of taxes (3,850) 1,659 Realized gains (losses) on extinguishments of debt - (1,835) NET INCREASE (DECREASE) IN NET ASSETS RESULTING FRO M O PERATIO NS $ 4,058 $ 8,037 Net Increase (Decrease) In Stockholders' Equity Resulting from Operations per Common (1) Share : Basic and Diluted: $ 0.42 $ 1 .07 (1) Net Investment Income Per Common Share : Basic and Diluted: $ 0 .82 $ 1.09 (1) Weighted Average Shares of Common Stock Outstanding—Basic and Diluted 9 ,698,099 7 ,517,453 (1) The Company completed a Reverse Stock Split of 10 to 1 effective August 26, 2021, the weighted average shares outstanding and per share values have been adjusted retroactively to reflect the split for all periods presented. 15


(1) Regular Distribution Information Date Declared Record Date Payment Date Distribution per Share 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. 16