Portman Ridge Finance Corporation Announces Fourth Quarter and Full Year 2024 Financial Results
Reports Net Investment Income of
Continued Share Repurchase Program: Total of 202,357 Shares for an Aggregate Cost of Approximately
Announces First Quarter 2025 Regular Quarterly Base Distribution of
Merger Agreement with Logan Ridge Aims to Create Meaningful Shareholder Value Via Greater Scale, Enhanced Liquidity, and Improved Operational Efficiencies
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. - 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 ofSeptember 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 endedDecember 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, aMaryland corporation (“LRFC”),Portman Ridge Merger Sub, Inc. , aMaryland 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 , aDelaware 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 onJanuary 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, effectiveMarch 12, 2025 and terminating onMarch 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 onMarch 31, 2025 to stockholders of record at the close of business onMarch 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
Further, the Board of Directors approved a regular quarterly base distribution of
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 endedDecember 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 endedDecember 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 ofDecember 31, 2023 . - Investment portfolio at fair value as of
December 31, 2024 was$405.0 million , spread across 28 different industries (when excludingCLO 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 ofDecember 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 ofDecember 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 ofDecember 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 ofSeptember 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 ofDecember 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$267.5 million , which was unchanged fromSeptember 30, 2024 , with an asset coverage ratio of total assets to total borrowings of 167% and 170%, respectively. On a net basis, leverage as ofDecember 31, 2024 was 1.3x² compared to net leverage of 1.3x² as ofSeptember 30, 2024 .
Results of Operations
Operating results for the years ended
| For the Year ended |
|||||||||
| ($ 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
| For the Year Ended |
||||||||||||||||
| ($ 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
| ($ in thousands) | ||||||||||||||||||||||||
| 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
As of
| ($ in thousands) | ||||||||
| Security Type | ||||||||
| 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
Interest Rate Risk
The Company’s investment income is affected by fluctuations in various interest rates, including SOFR and prime rates.
As of
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
A replay of this conference call will be available shortly after the live call through
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
About
Portman Ridge’s filings with the
About
Today,
BC Partners Credit was launched in
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
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
Contacts:
info@portmanridge.com
Chief Financial Officer
Brandon.Satoren@bcpartners.com
(212) 891-2880
The
lcati@equityny.com
(212) 836-9611
vferraro@equityny.com
(212) 836-9633
| CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES | ||||||||
| (in thousands, except share and per share amounts) | ||||||||
| ASSETS | ||||||||
| Investments at fair value: | ||||||||
| Non-controlled/non-affiliated investments (amortized cost of |
$ | 327,622 | $ | 398,325 | ||||
| Non-controlled affiliated investments (amortized cost of |
64,384 | 55,222 | ||||||
| Controlled affiliated investments (amortized cost of |
13,015 | 14,318 | ||||||
| Total Investments at fair value (amortized cost of |
$ | 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 |
$ | — | $ | 124,971 | ||||
| 4.875% Notes Due 2026 (net of deferred financing costs and original issue discount of |
106,983 | 106,214 | ||||||
| Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs of |
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 |
$ | 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 | ||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
| (in thousands, except share and per share amounts) | ||||||||||||
| For the Year Ended |
||||||||||||
| 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 |
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__________________________________
¹ Core investment income represents reported total investment income as determined in accordance with
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
Source: Portman Ridge Finance Corporation