Core Insights - Portman Ridge Finance Corporation reported a net investment income of $2.59 per share for the full year 2024, with a net asset value of $19.41 per share as of December 31, 2024 [1][12] - The company has initiated a share repurchase program, repurchasing a total of 202,357 shares for approximately $3.8 million during the full year 2024, which was accretive to NAV by $0.07 per share [1][5] - A merger agreement with Logan Ridge Finance Corporation aims to enhance shareholder value through increased scale, improved liquidity, and operational efficiencies [1][4] Financial Performance - Total investment income for the fourth quarter of 2024 was $14.4 million, down from $15.2 million in the third quarter of 2024 and $17.8 million in the fourth quarter of 2023 [5] - For the full year 2024, total investment income was $62.4 million, a decrease from $76.3 million in 2023, with core investment income also declining to $62.2 million from $74.5 million [12][13] - Net investment income for the fourth quarter of 2024 was $5.5 million ($0.60 per share), compared to $11.2 million ($1.19 per share) in the fourth quarter of 2023 [5][12] Shareholder Distributions - The company announced a regular quarterly base distribution of $0.47 per share and a supplemental distribution of $0.07 per share, with the supplemental distribution expected to approximate 50% of net investment income exceeding the base distribution [1][8][10] - Total stockholder distributions for 2024 amounted to $2.76 per share [5] Investment Portfolio - As of December 31, 2024, the fair value of the investment portfolio was $405.0 million, down from $467.9 million in 2023, with a diversified spread across 28 different industries [12][14] - The debt investment portfolio, excluding CLO Funds, totaled $320.7 million at fair value, with an average par balance per entity of approximately $2.5 million [12][14] Merger Agreement Details - The merger agreement with Logan Ridge involves a two-step merger process, with LRFC merging into a wholly-owned subsidiary of Portman Ridge, followed by LRFC merging into Portman Ridge itself [4][6] - Each share of LRFC's common stock will be converted into 1.500 newly issued shares of common stock of Portman Ridge, with cash paid for fractional shares [6] Management Commentary - The CEO of Portman Ridge highlighted the positive developments in 2024, including the merger potential, while acknowledging challenges within the investment portfolio [7] - The company reduced the number of non-accrual investments from nine to six by the end of 2024, indicating a focus on improving credit quality [7]

Investment Strategy - The company primarily invests in illiquid securities, including loans and equity of private companies, with a focus on distressed debt securities [98]. - The company carries its investments at fair value, which may differ materially from market values due to the inherent uncertainty in determining fair value for illiquid investments [448]. - An independent valuation firm is engaged to provide third-party valuation consulting services, reviewing material investments in illiquid securities at least once during a trailing 12-month period [449]. - The fair value pricing of investments considers factors such as collateral value, third-party valuations, portfolio company earnings, and market comparisons [448]. Regulatory Compliance - The company must maintain at least 70% of its total assets in qualifying assets as defined by the 1940 Act [104]. - The asset coverage requirement for senior securities was changed from 200% to 150% effective March 29, 2019 [107]. - The company is subject to examination by the SEC for compliance with the 1940 Act [116]. - The company is prohibited from indemnifying any director or officer against liability arising from willful misfeasance or gross negligence [116]. - The company may incur a U.S. federal excise tax if it fails to meet the Excise Tax Avoidance Requirement, which is based on specific distribution criteria [120]. - The company is subject to a 4% nondeductible U.S. federal excise tax on undistributed income unless it meets the Excise Tax Avoidance Requirement [120]. Taxation and Distributions - The company is required to distribute at least 90% of its investment company taxable income to qualify for RIC tax treatment [118]. - If the company fails to qualify as a RIC, it would be subject to corporate tax on all taxable income at regular rates, impacting distributions to stockholders [129]. - The company may need to recognize taxable income without receiving cash, which could necessitate distributions to satisfy the Annual Distribution Requirement [123]. - The company is authorized to borrow funds to satisfy the Annual Distribution Requirement and to eliminate U.S. federal income and excise tax liabilities [124]. - The company has adopted a dividend reinvestment plan allowing stockholders to reinvest distributions in additional shares of common stock [130]. Interest Rate Sensitivity - As of December 31, 2024, approximately 90.1% of the Debt Securities Portfolio were floating rate, with a weighted average interest rate of 6.2% on $267.5 million of borrowings [441]. - A 1% increase in interest rates would increase net investment income by approximately $1.5 million annually, while a 2% increase would raise it by about $3.0 million, and a 3% increase would result in an increase of approximately $4.6 million [445]. - A 1% decrease in interest rates would lead to a decrease in net investment income of approximately ($1.5) million, while a 2% and 3% decrease would result in decreases of approximately ($3.0) million and ($4.3) million, respectively [446]. - 89.8% of floating rate loans in the portfolio contain interest rate floors ranging from 0.50% to 5.25% [441]. Competition and Management - The company faces competition from commercial investment banks, specialty finance companies, hedge funds, and other BDCs, which may have lower funding costs and greater managerial resources [99]. - The company has no employees since externalization and does not expect to have any in the future [100]. - The company has adopted a code of ethics to establish procedures for personal investments and restrict certain personal securities transactions [109]. - The company may not change its business nature without approval from a majority of its outstanding voting securities [103]. - Management acknowledges that actual results may materially differ from simulated outcomes due to potential changes in credit quality and asset composition [447].

Core Viewpoint - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the merger between Portman Ridge Finance Corporation and Logan Ridge Finance Corporation [1][2]. Group 1: Company Actions - Portman Ridge Finance Corporation is set to acquire Logan Ridge Finance Corporation, offering 1.50 newly issued shares of Portman common stock for each share of Logan Ridge common stock [2]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief on behalf of shareholders regarding the proposed transaction [3]. Group 2: Shareholder Rights - Shareholders of both Portman Ridge and Logan Ridge are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options free of charge [4].

Group 1 - Kuehn Law, PLLC is investigating potential claims related to proposed mergers involving several companies, focusing on whether the Boards acted to maximize shareholder value, failed to disclose material information, and conducted a fair process [1] - Portman Ridge Finance Corporation has entered into a definitive agreement to acquire Logan Ridge Finance Corporation, with Logan Ridge shareholders receiving 1.5 newly issued Portman Ridge shares for each share they own [3] - Air Transport Services Group, Inc. has agreed to be acquired by Stonepeak for $22.50 per share in cash, with the acquisition expected to complete in the first half of 2025, after which Air Transport stock will cease trading on NASDAQ [3] - Retail Opportunity Investments Corp. has agreed to be acquired by Blackstone for $17.50 per share, with the transaction expected to close in the first quarter of 2025 [3] Group 2 - Kuehn Law emphasizes the importance of shareholder participation in safeguarding interests and encourages concerned shareholders to contact the firm, noting that all case costs are covered by Kuehn Law [2] - Shareholders are advised to act promptly as legal rights may be time-sensitive, highlighting the urgency of involvement in shareholder cases [2]

Group 1 - Monteverde & Associates PC is investigating Portman Ridge Finance Corporation regarding its proposed merger with Logan Ridge Finance Corporation [1] - Under the merger agreement, shareholders of Logan Ridge will receive 1.50 newly issued shares of Portman Ridge common stock for each share of Logan Ridge common stock they own [1] - Monteverde & Associates PC has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1][2] Group 2 - The firm operates from the Empire State Building in New York City and is a national class action securities firm [2] - Monteverde & Associates PC emphasizes that no company, director, or officer is above the law, and encourages shareholders with concerns to reach out for additional information [3]

Core Points - Portman Ridge Finance Corporation will release its financial results for Q4 and the full year ended December 31, 2024, on March 13, 2025, after market close [1] - A conference call to discuss these results is scheduled for March 14, 2025, at 10:30 a.m. ET [1] Company Overview - Portman Ridge Finance Corporation is a publicly traded, externally managed investment company regulated as a business development company under the Investment Company Act of 1940 [4] - The company focuses on middle market investments, including term loans, mezzanine investments, and selected equity securities [4] - Investment activities are managed by Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors, LP [4] Accessing Information - The conference call can be accessed by phone or via a live audio webcast [2][3] - A replay of the conference call will be available until March 21, 2025 [2] - Financial and operational information can be found on the company's website [5]

Core Viewpoint - Portman Ridge Finance Corporation and Logan Ridge Finance Corporation are exploring a potential business combination, with independent special committees established to evaluate the process and possible exchange ratios [1][2]. Company Overview - Portman Ridge Finance Corporation is a publicly traded investment company regulated as a business development company, focusing on middle market investments, including term loans and mezzanine investments [4]. - Logan Ridge Finance Corporation is also a publicly traded investment company regulated as a business development company, primarily investing in first lien loans and equity securities in lower middle market companies [6]. Advisory and Legal Counsel - Portman Ridge's special committee has engaged Keefe, Bruyette & Woods, Inc. as its financial advisor and Stradley Ronon Stevens & Young, LLP as legal counsel [2]. - Logan Ridge's special committee has retained Houlihan Lokey, Inc. as its financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel [2]. Regulatory Filings - Both companies have filed relevant documents with the SEC regarding the potential business combination, and further developments will be disclosed as deemed appropriate [3][13].

Portman Ridge (PTMN) came out with quarterly earnings of $0.63 per share, missing the Zacks Consensus Estimate of $0.70 per share. This compares to earnings of $0.75 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -10%. A quarter ago, it was expected that this business development company would post earnings of $0.69 per share when it actually produced earnings of $0.70, delivering a surprise of 1.45%.Over the last four quarte ...

NEW YORK, Oct. 23, 2024 (GLOBE NEWSWIRE) -- Portman Ridge Finance Corporation (Nasdaq: PTMN) (“Portman Ridge” or the “Company”) to release its financial results for the third quarter ended September 30, 2024, on Thursday, November 7, 2024, after market close. The Company will host a conference call on Tuesday, November 12, 2024, at 10:00 a.m. ET to discuss these results. By Phone:To access the call, please dial (646) 307-1963 approximately 10 minutes prior to the start of the conference call and use the con ...

Investment Income - Total investment income for Q2 2024 was $16.3 million, a decrease from $19.6 million in Q2 2023[6] - Net investment income (NII) for Q2 2024 was $6.5 million ($0.70 per share), compared to $7.9 million ($0.83 per share) in Q2 2023, reflecting a 17.7% decrease[7] - Core investment income for Q2 2024 was $16.2 million, a decrease of $3.0 million compared to $19.2 million in Q2 2023[7] - Total investment income for the three months ended June 30, 2024, was $16,337,000, a decrease of 16.7% from $19,626,000 for the same period in 2023[25] - Net investment income for the three months ended June 30, 2024, was $6,477,000, down 18.2% from $7,915,000 in the prior year[25] - Total interest income from non-controlled/non-affiliated investments for the three months ended June 30, 2024, was $11,913,000, a decrease of 19.0% from $14,786,000 in the same period last year[25] - Payment-in-kind income for the three months ended June 30, 2024, was $2,201,000, an increase of 127.5% from $966,000 in the prior year[25] Asset Valuation - Net asset value (NAV) as of June 30, 2024, was $196.4 million ($21.21 per share), down from $210.6 million ($22.57 per share) as of March 31, 2024[2] - Total assets decreased from $549.2 million as of December 31, 2023, to $488.8 million as of June 30, 2024[23] - Total net assets as of June 30, 2024, were $196.4 million, down from $213.5 million at the end of 2023[24] - The net asset value per common share decreased from $22.76 at December 31, 2023, to $21.21 as of June 30, 2024[24] - The fair value of total investments decreased from $467.9 million as of December 31, 2023, to $444.4 million as of June 30, 2024[23] Debt and Borrowings - As of June 30, 2024, the Company had total borrowings of $285.1 million with a weighted average interest rate of 6.9%[12] - The Company had $23.0 million of available borrowing capacity under the Revolving Credit Facility as of June 30, 2024[12] - The company amended its senior secured revolving credit facility, increasing commitments to $200.0 million from $115.0 million and reducing the interest rate margin to 2.50% from 2.80%[1] Shareholder Returns - The company repurchased 79,722 shares at an aggregate cost of approximately $1.6 million during Q2 2024, which was accretive to NAV by $0.03 per share[5] - A cash distribution of $0.69 per share was declared for Q3 2024, payable on August 30, 2024[4] Investment Portfolio - Total investments at fair value as of June 30, 2024, were $444.4 million, down from $471.3 million as of March 31, 2024[7] - Non-accruals on debt investments increased to nine, representing 0.5% of the investment portfolio at fair value as of June 30, 2024, compared to seven non-accruals at 0.5% as of March 31, 2024[7] - Approximately 88.1% of the Company's Debt Securities Portfolio at par value were floating rate, with 81.6% containing SOFR floors between 0.50% and 3.25%[13] - The weighted average contractual interest rate on the interest-earning Debt Securities Portfolio was approximately 12.4% as of June 30, 2024[7] - The Company plans to continue focusing on floating rate investments in the future[14] Expenses and Financial Performance - Total expenses for the three months ended June 30, 2024, were $9,860,000, a decrease of 15.7% compared to $11,711,000 for the same period in 2023[25] - Net realized and unrealized gains (losses) on investments for the three months ended June 30, 2024, were $(12,810,000), compared to $(10,811,000) in the same period last year[25] - The net increase (decrease) in net assets resulting from operations for the three months ended June 30, 2024, was $(6,372,000), compared to $(3,114,000) for the same period in 2023[25] - Management fees for the three months ended June 30, 2024, were $1,680,000, a decrease of 10.1% from $1,869,000 in the same period in 2023[25] Interest Rate Sensitivity - A 1% increase in interest rates would result in an increase of $1.764 million in net investment income, while a 2% increase would yield $3.528 million[15] Share Statistics - The weighted average shares of common stock outstanding for the three months ended June 30, 2024, were 9,293,687, compared to 9,541,722 in the same period last year[25]