Credit Quality | --- | --- | --- | --- | --- | --- | |----------------------------------------------------|---------|---------|---------|----------------------------------------|---------| | ($ in '000s) | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Q1 2024 | | Investments Credit Quality – Internal Rating (1) | | | | | | | Performing | 95.1% | 95.1% | 93.5% | 93.7% | 93.7% | | Underperforming | 4.9% | 4.9% | 6.5% | 6.3% | 6.3% | | Investments on Non-Accrual Status | | | | | | | Number of Non-Accrual Investments ...

Part I. Financial Information [Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Portman Ridge Finance Corporation, including Balance Sheets, Statements of Operations, and Cash Flows, for the period ended March 31, 2024 [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2024, Portman Ridge reported total assets of $527,382 thousand and net assets of $210,607 thousand, with Net Asset Value per common share at $22.57 Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | Total Investments at Fair Value | $471,255 | $467,865 | | Total Assets | $527,382 | $549,239 | | Total Liabilities | $316,775 | $335,721 | | **Total Net Assets** | **$210,607** | **$213,518** | | **Net Asset Value Per Common Share** | **$22.57** | **$22.76** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For Q1 2024, total investment income was $16,526 thousand, with net investment income of $6,226 thousand, and a net increase in net assets from operations of $4,486 thousand Q1 2024 vs. Q1 2023 Operating Results (in thousands, except per share data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Total Investment Income | $16,526 | $20,327 | | Total Expenses | $10,300 | $11,798 | | **Net Investment Income** | **$6,226** | **$8,529** | | Net Realized and Unrealized Loss | ($1,527) | ($8,474) | | **Net Increase in Net Assets** | **$4,486** | **$55** | | Net Investment Income Per Share | $0.67 | $0.89 | | Net Increase in Net Assets Per Share | $0.48 | $0.01 | [Consolidated Statements of Changes in Net Assets](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) Net assets decreased by $2,911 thousand in Q1 2024 to $210,607 thousand, primarily due to stockholder distributions and stock repurchases, partially offset by net increase from operations Reconciliation of Net Assets for Q1 2024 (in thousands) | Description | Amount | | :--- | :--- | | Net Assets at Beginning of Period (Jan 1, 2024) | $213,518 | | Net Increase from Operations | $4,486 | | Distributions Declared | ($6,444) | | Stock Repurchases | ($953) | | **Net Assets at End of Period (Mar 31, 2024)** | **$210,607** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $9,391 thousand in Q1 2024, while net cash used in financing activities was $41,351 thousand, leading to a $31,960 thousand decrease in cash Cash Flow Summary for Q1 2024 (in thousands) | Activity | Amount | | :--- | :--- | | Net Cash Provided by Operating Activities | $9,391 | | Net Cash Used in Financing Activities | ($41,351) | | **Change in Cash and Restricted Cash** | **($31,960)** | | Cash and Restricted Cash, Beginning of Period | $71,564 | | **Cash and Restricted Cash, End of Period** | **$39,604** | [Consolidated Schedules of Investments](index=9&type=section&id=Consolidated%20Schedules%20of%20Investments) The total investment portfolio's fair value was $471,255 thousand as of March 31, 2024, primarily comprising senior secured loans and diversified across various industries Portfolio Composition by Security Type (March 31, 2024) | Security Type | Fair Value (in thousands) | % of Total Portfolio | | :--- | :--- | :--- | | Senior Secured Loan | $349,844 | 74% | | Junior Secured Loan | $36,270 | 8% | | Joint Ventures | $53,164 | 11% | | Equity Securities | $23,428 | 5% | | CLO Fund Securities | $8,549 | 2% | | **Total** | **$471,255** | **100%** | Top 5 Industry Concentrations by Fair Value (March 31, 2024) | Industry Classification | Fair Value (in thousands) | % of Total Portfolio | | :--- | :--- | :--- | | High Tech Industries | $72,617 | 15% | | Services: Business | $59,607 | 13% | | Joint Venture | $53,164 | 11% | | Healthcare & Pharmaceuticals | $56,094 | 12% | | Banking, Finance, Insurance & Real Estate | $51,332 | 11% | - As of March 31, 2024, the company held loans to **79 investee companies** with aggregate principal of approximately **$430,400 thousand**, compared to 80 companies and $420,900 thousand at year-end 2023[96](index=96&type=chunk) - **Seven debt investments** were on non-accrual status as of March 31, 2024, with an aggregate fair value of **$2,200 thousand**, representing **0.5%** of the total investment portfolio's fair value[117](index=117&type=chunk) [Consolidated Financial Highlights](index=29&type=section&id=Consolidated%20Financial%20Highlights) For the first quarter of 2024, the company's total net asset value return was 2.7%, with an annualized ratio of net investment income to average net assets of 11.8%, and an asset coverage ratio of 171% Financial Highlights for the Three Months Ended March 31 | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net asset value, end of period | $22.57 | $23.56 | | Total net asset value return | 2.7% | 0.4% | | Total market return | 8.1% | (7.4)% | | Asset coverage ratio | 171% | 162% | | Ratio of net investment income to average net assets (annualized) | 11.8% | 15.1% | | Ratio of total expenses to average net assets (annualized) | 19.5% | 20.9% | [Notes to Consolidated Financial Statements](index=30&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section details the company's accounting policies, investment portfolio composition, borrowings, and related party transactions, providing context for the financial statements [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=49&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 financial performance, portfolio activity, and liquidity, highlighting total investment income of $16,526 thousand and an asset coverage ratio of 171% [Portfolio and Investment Activity](index=50&type=section&id=MD%26A%20-%20Portfolio%20and%20Investment%20Activity) Q1 2024 saw net portfolio deployment of $3,640 thousand, with the total portfolio fair value increasing slightly to $471,255 thousand, remaining diversified across industries Portfolio Activity for Q1 2024 (in thousands) | Activity | Amount | | :--- | :--- | | Fair Value at Dec 31, 2023 | $467,865 | | Purchases / originations / draws | $39,080 | | Pay-downs / pay-offs / sales | ($35,440) | | Net accretion of interest | $1,276 | | Net realized gains (losses) | ($1,597) | | Increase (decrease) in fair value | $71 | | **Fair Value at Mar 31, 2024** | **$471,255** | - The weighted average contractual interest rate on the interest-earning Debt Securities Portfolio was **12.1%** at March 31, 2024, down from **12.5%** at December 31, 2023[299](index=299&type=chunk)[319](index=319&type=chunk) [Results of Operations](index=52&type=section&id=MD%26A%20-%20Results%20of%20Operations) Total investment income for Q1 2024 was $16,526 thousand, with net investment income of $6,226 thousand, and a net increase in net assets from operations of $4,486 thousand, driven by lower unrealized depreciation Core Investment Income Reconciliation (in thousands) | Description | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Investment Income (GAAP) | $16,526 | $20,327 | | Less: Purchase discount accounting | ($73) | ($1,042) | | **Core Investment Income (Non-GAAP)** | **$16,453** | **$19,285** | Expenses Breakdown (in thousands) | Expense Category | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Management fees | $1,729 | $1,953 | | Performance-based incentive fees | $1,234 | $1,808 | | Interest and amortization of debt issuance costs | $5,725 | $6,332 | | **Total expenses** | **$10,300** | **$11,798** | - The net change in unrealized appreciation for Q1 2024 was a gain of **$100 thousand**, compared to a loss of **$6,000 thousand** in Q1 2023, which primarily drove the higher net increase in net assets[334](index=334&type=chunk) [Financial Condition, Liquidity, and Capital Resources](index=56&type=section&id=MD%26A%20-%20Financial%20Condition%2C%20Liquidity%2C%20and%20Capital%20Resources) As of March 31, 2024, the company maintained a strong liquidity position with $39,604 thousand in cash and restricted cash, an asset coverage ratio of 171%, and $291,700 thousand in outstanding debt - The company's asset coverage ratio was **171%** as of March 31, 2024, comfortably above the required **150%** minimum[338](index=338&type=chunk) - A renewed stock repurchase program of up to **$10,000 thousand** was authorized on March 11, 2024, effective through March 31, 2025[359](index=359&type=chunk) - The company has unfunded commitments of **$33,300 thousand** to portfolio companies and **$10,900 thousand** to the Great Lakes II Joint Venture as of March 31, 2024[361](index=361&type=chunk)[362](index=362&type=chunk) [Critical Accounting Policies](index=59&type=section&id=MD%26A%20-%20Critical%20Accounting%20Policies) The valuation of Level III portfolio investments is identified as the most critical accounting policy, determined by the Adviser using various methodologies, alongside policies for income recognition and RIC taxation - The Board has designated the Adviser as its 'valuation designee' per SEC Rule 2a-5, responsible for determining the fair value of the investment portfolio[366](index=366&type=chunk) - A majority of the company's investments are classified as **Level III** in the fair value hierarchy, requiring significant management judgment and estimation[370](index=370&type=chunk) - The company places loans on non-accrual status when they become 90 days or more past due or collection is not expected, with **seven investments** on non-accrual status as of March 31, 2024[380](index=380&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's principal market risks are interest rate fluctuations and portfolio valuations, with a hypothetical 1% interest rate increase estimated to raise annual net investment income by approximately $1,700 thousand Hypothetical Impact of Interest Rate Changes on Annual Net Investment Income (in thousands) | Change in Interest Rates | Impact on Net Investment Income | | :--- | :--- | | +3% | $5,192 | | +2% | $3,461 | | +1% | $1,731 | | -1% | ($1,693) | | -2% | ($3,368) | | -3% | ($5,042) | - As of March 31, 2024, approximately **91.1%** of the Debt Securities Portfolio consisted of floating-rate investments, while **$183,700 thousand** of the company's **$291,700 thousand** in debt was floating rate[389](index=389&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=62&type=section&id=Item%204.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure during the period - None reported [Controls and Procedures](index=62&type=section&id=Item%205.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2024, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures are effective[398](index=398&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended March 31, 2024[399](index=399&type=chunk) Part II. Other Information [Legal Proceedings](index=63&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in putative stockholder class action lawsuits inherited from the HCAP acquisition, which are expected to be dismissed via a settlement where Portman Ridge will not incur costs - The company is involved in legal proceedings inherited from the HCAP merger, known as the Delaware Actions[402](index=402&type=chunk) - A settlement has been reached where all claims will be dismissed. Portman Ridge will not be responsible for any portion of the settlement payment[405](index=405&type=chunk) [Risk Factors](index=63&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes to risk factors were reported for the quarter ended March 31, 2024[406](index=406&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q1 2024, no shares were issued under the DRIP, while **51,015 shares** were repurchased for approximately **$1,000 thousand** under a renewed **$10,000 thousand** stock repurchase program - No shares were issued under the DRIP during Q1 2024[408](index=408&type=chunk) Share Repurchases in Q1 2024 | Period | Total Shares Purchased | Average Price Per Share | | :--- | :--- | :--- | | Jan 1 - Mar 31, 2024 | 51,015 | $18.69 (calculated) | - A renewed **$10,000 thousand** stock repurchase program was authorized on March 11, 2024, and is effective until March 31, 2025[410](index=410&type=chunk) [Defaults Upon Senior Securities](index=64&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None reported [Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable [Other Information](index=64&type=section&id=Item%205.%20Other%20Information) During the first quarter of 2024, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement in Q1 2024[413](index=413&type=chunk) [Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section references the Exhibit List filed as part of the report, which includes certifications from the CEO and CFO, and XBRL data files - The report includes an exhibit list detailing documents filed with the report, such as officer certifications and XBRL data[414](index=414&type=chunk)[416](index=416&type=chunk)

Financial Data and Key Metrics Changes - Total investment income for the full year 2023 was $76.3 million, an increase from $69.6 million in 2022, primarily driven by growth in interest income, PIK, dividend, and fee income [3][45] - Core investment income for 2023 was $74.5 million, up $10.3 million from $64.2 million in 2022 [3] - Total expenses for 2023 were $46.8 million, compared to $40.7 million in 2022, largely due to increased interest and amortization of debt issuance costs [33] - Net investment income for 2023 was $34.8 million or $3.66 per share [53] - Net asset value (NAV) per share increased from $22.65 to $22.76 quarter-over-quarter [45][74] Business Line Data and Key Metrics Changes - 55% of capital deployed in Q4 2023 was in existing portfolio companies, compared to 45% in new borrowers [2] - New investments made during the quarter are expected to yield a spread to SOFR of 780 to 798 basis points [12] - Originations for Q4 2023 were lower than the prior year, resulting in net repayments and sales of approximately $30.1 million [30] Market Data and Key Metrics Changes - Credit quality improved with a reduction in non-accruals, which decreased to seven investments at the end of Q4 2023 from eight in Q3 2023 [51] - The leverage ratio as of December 31, 2023, was 1.5 times on a gross basis and 1.2 times on a net basis [75] - The company maintained a diversified investment portfolio across 27 different industries and 100 different entities [71] Company Strategy and Development Direction - The company aims to maintain a diversified portfolio and invest in companies with strong return potential [2] - The investment strategy remains selective, focusing on existing portfolio companies over new borrowers [27] - The company continues to repurchase shares under a renewed stock buyback program, purchasing 224,933 shares for approximately $4.4 million in 2023 [48] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to deliver strong returns in 2024, citing a favorable investment environment with wide spreads and high SOFR [76][131] - The company noted that the investment environment is becoming more competitive, with spreads decreasing since February 2024 [130] - Management indicated that they are focused on macroeconomic conditions and the attractiveness of the investment environment when making leverage decisions [98] Other Important Information - The Board approved a dividend of $0.69 per share for Q1 2024, representing a 12.1% annualized return on asset value [11][55] - The company has $23 million of available borrowing capacity under the senior secured revolving credit facility [34] Q&A Session Summary Question: What is the longer-term plan for CLO investments? - Management indicated that they do not want to lend to companies below $15 million of EBITDA and are focused on maintaining their franchise size [41][42] Question: How should the balance sheet be viewed in coming quarters? - Management expects a reduction in liabilities and a consistent portfolio size, with a focus on debt repayment [58][59] Question: What are the trends in PIK for the quarter? - Management does not expect meaningful trends in PIK direction, as they consider both cash and PIK components in their investment decisions [109] Question: Can you discuss the new investments made? - New investments include Tactical Air, Morae Global Corporation, and CineMedia, all of which are expected to provide attractive returns [134][135][137]

3 ▪ Total investment income for the year ended 2023 was $76.3 million, of which $63.5 million was attributable to interest income from the Debt Securities Portfolio. This compares to total investment income of $69.6 million for the year ended 2022, of which $55.8 million was attributable to interest income from the Debt Securities Portfolio. ▪ Weighted average contractual interest rate on our interest earning Debt Securities Portfolio for the year ended 2023 was approximately 12.5%. ▪ Net asset value ("NAV" ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) Portman Ridge Finance Corporation is an externally managed BDC investing in U.S. middle-market company debt to generate income and capital appreciation [General Overview and Strategy](index=6&type=section&id=General%20Overview%20and%20Strategy) The company is an externally managed BDC investing in U.S. middle-market company debt, targeting income and capital appreciation, and operates as a Regulated Investment Company (RIC) for tax purposes - Portman Ridge is an externally managed BDC focusing on secured term loans, bonds, and mezzanine debt in U.S. middle-market companies[17](index=17&type=chunk)[19](index=19&type=chunk) - The investment objective is to generate **current income** and **capital appreciation**, targeting companies with EBITDA of **$10 million to $50 million**[20](index=20&type=chunk) - The company has elected to be treated as a Regulated Investment Company (RIC) for tax purposes, intending to distribute substantially all of its taxable income to shareholders[24](index=24&type=chunk) [Corporate History and Transactions](index=6&type=section&id=Corporate%20History%20and%20Transactions) Since becoming externally managed by BC Partners in 2019, the company has grown through strategic acquisitions of OHAI, GARS, and HCAP, and executed a 1-for-10 reverse stock split - Became externally managed by an affiliate of BC Partners on **April 1, 2019**, and changed its name from KCAP Financial, Inc[26](index=26&type=chunk)[28](index=28&type=chunk) - Completed the acquisition of OHA Investment Corporation (OHAI) on **December 18, 2019**[29](index=29&type=chunk) - Completed the acquisition of Garrison Capital Inc. (GARS) on **October 28, 2020**[30](index=30&type=chunk) - Completed the acquisition of Harvest Capital Credit Corporation (HCAP) on **June 9, 2021**[32](index=32&type=chunk) - Executed a **1-for-10 reverse stock split** of its common stock, effective **August 26, 2021**[34](index=34&type=chunk) [Investment Portfolio Composition](index=7&type=section&id=Investment%20Portfolio%20Composition) As of December 31, 2023, the $467.9 million investment portfolio was primarily composed of a diversified debt securities portfolio (81%), joint ventures, and CLO Fund Securities Debt Securities Portfolio Summary (as of Dec 31, 2023) | Attribute | Value | | :--- | :--- | | % of Total Portfolio (Fair Value) | ~81% | | Composition | 90% Senior Secured, 10% Junior Secured | | Diversification | 27 industries, 100 entities | | Average Par Balance per Investment | ~$3.1 million | | Weighted Avg. Contractual Interest Rate | ~12.5% | | Investments on Non-Accrual | 7 | Joint Venture Investments (as of Dec 31, 2023) | Joint Venture | Fair Value (approx.) | | :--- | :--- | | F3C Joint Venture | $14.3 million | | Great Lakes II Joint Venture | $45.0 million | - CLO Fund Securities, primarily minority investments in subordinated securities of CLO Funds, represented approximately **2%** of the total investment portfolio at fair value as of year-end 2023[51](index=51&type=chunk)[55](index=55&type=chunk) [Investment Process and Monitoring](index=9&type=section&id=Investment%20Process%20and%20Monitoring) The company employs a disciplined investment process involving sourcing, comprehensive due diligence, Investment Committee approval, and active quarterly monitoring of portfolio companies - Investment opportunities are sourced from private equity sponsors, regional investment banks, financial advisers, and other middle market lenders[56](index=56&type=chunk) - The due diligence process includes a comprehensive qualitative analysis (industry fundamentals, competitive position) and quantitative analysis (cash flow, financial ratios, stress testing)[57](index=57&type=chunk)[58](index=58&type=chunk) - All investments require the approval of a **majority of the Investment Committee**[61](index=61&type=chunk) - Portfolio companies are monitored through at least **quarterly financial analysis**, which includes reviewing financial performance, covenant compliance, and reaffirming or changing the investment's risk rating[64](index=64&type=chunk)[68](index=68&type=chunk) [Advisory and Administration Agreements](index=11&type=section&id=Advisory%20and%20Administration%20Agreements) The company is managed by Sierra Crest Investment Management LLC under an Advisory Agreement with a two-part fee structure, and administrative services are provided by an affiliate under a separate agreement Adviser Compensation Structure | Fee Type | Rate/Structure | | :--- | :--- | | **Base Management Fee** | 1.50% on average gross assets | | | 1.00% on average gross assets exceeding 200% of NAV | | **Incentive Fee (Income-Based)** | 17.50% of pre-incentive fee net investment income, subject to a 7.00% hurdle rate | | **Incentive Fee (Capital Gains)** | 17.50% of cumulative realized capital gains net of losses and unrealized depreciation | - The Advisory Agreement is subject to annual re-approval by the Board of Directors and was most recently re-approved on **March 11, 2024**[82](index=82&type=chunk) - Administrative services are provided by an affiliate, the Administrator, under an Administration Agreement, and the company reimburses the Administrator for its costs and expenses[85](index=85&type=chunk)[86](index=86&type=chunk) [Regulation and Tax Status](index=14&type=section&id=Regulation%20and%20Tax%20Status) As a BDC, the company must meet specific investment and leverage requirements, and maintains RIC tax status by distributing at least 90% of its taxable income annually - As a BDC, at least **70% of total assets** must be "Qualifying Assets," which are typically investments in private or small public U.S. companies[102](index=102&type=chunk) - The company is permitted to incur leverage such that its asset coverage ratio is at least **150%** immediately after any borrowing[104](index=104&type=chunk) - To maintain its RIC status, the company must distribute at least **90%** of its investment company taxable income annually[115](index=115&type=chunk) - Failure to qualify as a RIC would subject the company to corporate-level income tax, significantly reducing net assets and amounts available for distribution[127](index=127&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, structural, leverage, investment, market, and economic risks that could materially impact its financial condition and operations - **Business and Structural Risks**: Conflicts of interest with the Adviser due to compensation arrangements, reliance on key personnel, intense market competition, and risks of failing to maintain BDC or RIC status[142](index=142&type=chunk)[152](index=152&type=chunk)[157](index=157&type=chunk) - **Leverage Risks**: Borrowing magnifies gains and losses, increases investment risk, and imposes restrictive financial covenants that could limit operational flexibility and distributions[182](index=182&type=chunk)[183](index=183&type=chunk) - **Investment Risks**: The portfolio consists of risky and illiquid investments in middle-market companies, with significant uncertainty in the valuation of Level III assets, and potential defaults by portfolio companies[205](index=205&type=chunk)[211](index=211&type=chunk)[223](index=223&type=chunk) - **Market and Economic Risks**: Economic recessions, market instability, inflation, and public health crises could impair portfolio companies' ability to repay loans and adversely affect the company's financial results[204](index=204&type=chunk)[258](index=258&type=chunk)[260](index=260&type=chunk) - **Common Stock and Notes Risks**: Shares may trade at a discount to NAV, and the **4.875% Notes** are unsecured and structurally subordinated to the debt of subsidiaries[233](index=233&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk) [Unresolved Staff Comments](index=33&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the Securities and Exchange Commission - None[270](index=270&type=chunk) [Cybersecurity](index=33&type=section&id=Item%201C.%20Cybersecurity) The company relies on its Adviser's cybersecurity program, overseen by the Board, and has identified no material cybersecurity risks impacting its operations during the reporting period - The company's cybersecurity risk management is handled through the program implemented by its Adviser, which includes risk assessments, security measures, and monitoring[271](index=271&type=chunk)[272](index=272&type=chunk) - The Board of Directors oversees cybersecurity risks and receives periodic updates from the Chief Compliance Officer[275](index=275&type=chunk) - During the reporting period, the company has not identified any material risks from cybersecurity threats that are reasonably likely to materially affect its business, strategy, or financial condition[278](index=278&type=chunk) [Properties](index=34&type=section&id=Item%202.%20Properties) The company does not own any real estate or other real property - The company does not own any real estate or other real property[279](index=279&type=chunk) [Legal Proceedings](index=34&type=section&id=Item%203.%20Legal%20Proceedings) The company reached a settlement in December 2023 for stockholder class action lawsuits related to the HCAP acquisition, incurring no settlement payment responsibility - The company was named as a defendant in stockholder class action lawsuits concerning the HCAP merger[281](index=281&type=chunk) - In **December 2023**, a settlement in principle was reached, and the company will not be responsible for any portion of the settlement payment[284](index=284&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[285](index=285&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=34&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Portman Ridge's common stock trades on NASDAQ, historically at a discount to NAV, with the company intending quarterly distributions and having repurchased $4.4 million in shares during 2023 Common Stock Price Range vs. NAV per Share (2023) | Period | NAV per Share | High Close | Low Close | High as % of NAV | Low as % of NAV | | :--- | :--- | :--- | :--- | :--- | :--- | | Q4 2023 | $22.76 | $19.30 | $16.55 | (15.20)% | (27.28)% | | Q3 2023 | $22.65 | $20.81 | $18.88 | (8.12)% | (16.64)% | | Q2 2023 | $22.54 | $21.10 | $18.86 | (6.39)% | (16.33)% | | Q1 2023 | $23.56 | $23.39 | $20.28 | (0.70)% | (13.91)% | - The company intends to pay quarterly distributions to maintain its RIC status, which requires distributing at least **90%** of its taxable income annually[291](index=291&type=chunk) Issuer Purchases of Equity Securities (2023) | Period | Total Shares Purchased | Average Price Per Share | | :--- | :--- | :--- | | **Total 2023** | **224,933** | **~$19.36** | - On **March 8, 2023**, the Board authorized a stock repurchase program of up to **$10 million**, effective through **March 31, 2024**; as of December 31, 2023, approximately **$6.3 million** remained available under the program[297](index=297&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For 2023, total investment income increased to $76.3 million, resulting in $34.8 million net investment income and an $11.4 million net increase in net assets from operations, while the portfolio fair value decreased to $467.9 million [Portfolio and Investment Activity](index=40&type=section&id=Portfolio%20and%20Investment%20Activity) In 2023, investment activity resulted in a net portfolio decrease, with fair value at $467.9 million, primarily composed of senior secured loans and diversified across industries Portfolio Activity for the Year Ended Dec 31, 2023 ($ in thousands) | Activity | Amount | | :--- | :--- | | Purchases / originations / draws | $66,492 | | Pay-downs / pay-offs / sales | ($160,511) | | Net Realized Gains (Losses) | ($26,896) | | Net Change in Unrealized Appreciation | $3,322 | Portfolio Composition by Security Type (Fair Value) | Security Type | Dec 31, 2023 (%) | Dec 31, 2022 (%) | | :--- | :--- | :--- | | Senior Secured Loan | 73% | 73% | | Junior Secured Loan | 8% | 10% | | Equity Securities | 4% | 4% | | CLO Fund Securities | 2% | 3% | | Joint Ventures | 13% | 10% | | **Total** | **100%** | **100%** | [Results of Operations](index=43&type=section&id=Results%20of%20Operations) For 2023, total investment income increased to $76.3 million due to higher interest rates, leading to $34.8 million in net investment income and an $11.4 million net increase in net assets from operations Results of Operations Summary ($ in thousands) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Investment Income | $76,315 | $69,614 | $80,086 | | Total Expenses | $46,851 | $40,724 | $38,082 | | Expense Reimbursement | ($5,309) | $0 | $0 | | **Net Investment Income** | **$34,773** | **$28,890** | **$42,004** | | Net Realized Loss on Investments | ($26,766) | ($31,185) | ($4,258) | | Net Unrealized Gain (Loss) | $3,322 | ($17,915) | ($8,443) | | **Net Increase (Decrease) in Net Assets** | **$11,381** | **($20,996)** | **$26,026** | - The weighted average contractual interest rate on the interest-earning Debt Securities Portfolio increased to **12.5%** at Dec 31, 2023, from **11.1%** at Dec 31, 2022[330](index=330&type=chunk)[350](index=350&type=chunk) - The Adviser reimbursed the Company approximately **$5.3 million** for certain administrative transition service expenses during 2023[366](index=366&type=chunk) [Financial Condition, Liquidity, and Capital Resources](index=46&type=section&id=Financial%20Condition%2C%20Liquidity%2C%20and%20Capital%20Resources) As of December 31, 2023, the company reported $549.2 million in total assets, $213.5 million in net assets, $322.4 million in net debt, and maintained a 165% asset coverage ratio Key Balance Sheet Data ($ in thousands) | Item | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Investments (Fair Value) | $467,865 | $576,478 | | Cash and Restricted Cash | $71,564 | $33,131 | | Total Assets | $549,239 | $619,486 | | Total Liabilities | $335,721 | $387,363 | | **Net Assets** | **$213,518** | **$232,123** | | **NAV per Share** | **$22.76** | **$24.23** | - As of December 31, 2023, the company had approximately **$325.7 million** of par value of outstanding borrowings and an asset coverage ratio of **165%**, exceeding the **150%** minimum requirement[375](index=375&type=chunk) - The company has **$28.6 million** in unfunded commitments as of December 31, 2023, including a **$5.5 million** commitment to the Great Lakes II Joint Venture[398](index=398&type=chunk) [Critical Accounting Policies](index=49&type=section&id=Critical%20Accounting%20Policies) The most critical accounting policy is the valuation of Level III portfolio investments, which requires significant judgment and is overseen by the Adviser and Board, alongside revenue recognition policies - The most significant estimate is the valuation of investments, especially illiquid securities, which are valued at fair value in good faith by the Adviser as the designated valuation designee, subject to Board oversight[401](index=401&type=chunk)[402](index=402&type=chunk) - The company uses a three-level hierarchy (Level I, II, III) for fair value measurements, with the majority of investments classified as **Level III**, requiring significant judgment and the use of unobservable inputs[406](index=406&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk) - Interest income is recorded on an accrual basis, and loans are placed on non-accrual status when principal or interest becomes **90 days past due** or collection is otherwise doubtful; as of December 31, 2023, **seven** debt investments were on non-accrual status[419](index=419&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate fluctuations, with 89.7% of the debt portfolio being floating rate, and the inherent valuation uncertainty of illiquid investments - As of December 31, 2023, **89.7%** of the company's Debt Securities Portfolio at par value consisted of floating-rate investments[431](index=431&type=chunk) Hypothetical Annual Impact of Interest Rate Changes on Net Investment Income | Change in Interest Rates | Impact on Net Investment Income ($ in thousands) | | :--- | :--- | | +300 bps | $4,525 | | +200 bps | $3,017 | | +100 bps | $1,508 | | -100 bps | ($1,508) | | -200 bps | ($3,017) | | -300 bps | ($4,525) | - Portfolio valuation risk is significant due to the high concentration of illiquid, privately-held investments whose fair value is determined in good faith and may differ from values realized upon sale[437](index=437&type=chunk) [Financial Statements and Supplementary Data](index=52&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's audited consolidated financial statements and supplementary data are included in the report, starting on page F-1 - The company's financial statements are annexed to the Annual Report beginning on page F-1[439](index=439&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=53&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[440](index=440&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes during the fourth quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of **December 31, 2023**[440](index=440&type=chunk) - Management concluded that the company maintained **effective internal control over financial reporting** as of **December 31, 2023**, based on the COSO framework[443](index=443&type=chunk) - No material changes were made to the company's internal control over financial reporting during the **fourth quarter of 2023**[445](index=445&type=chunk) [Other Information](index=53&type=section&id=Item%209B.%20Other%20Information) This section discloses CFO management changes and provides a table of estimated annual expenses, totaling 22.17% of net assets - Jason Roos resigned as CFO, effective **April 1, 2024**, and will be succeeded by Brandon Satoren[447](index=447&type=chunk)[448](index=448&type=chunk) Estimated Annual Expenses (as a % of net assets) | Expense Category | Percentage | | :--- | :--- | | Base management fee | 3.49% | | Incentive fee | 3.45% | | Interest payments on borrowed funds | 11.85% | | Other expenses | 3.15% | | Acquired fund fees and expenses | 0.23% | | **Total annual expenses** | **22.17%** | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=57&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[461](index=461&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2024 definitive proxy statement - Information is incorporated by reference from the **2024 definitive proxy statement**[464](index=464&type=chunk) [Executive Compensation](index=58&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2024 definitive proxy statement - Information is incorporated by reference from the **2024 definitive proxy statement**[465](index=465&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=58&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership and related stockholder matters is incorporated by reference from the 2024 definitive proxy statement - Information is incorporated by reference from the **2024 definitive proxy statement**[466](index=466&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=58&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2024 definitive proxy statement - Information is incorporated by reference from the **2024 definitive proxy statement**[467](index=467&type=chunk) [Principal Accountant Fees and Services](index=58&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2024 definitive proxy statement - Information is incorporated by reference from the **2024 definitive proxy statement**[468](index=468&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=59&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and other required exhibits filed with the report - This item lists the consolidated financial statements and other exhibits filed with the report[471](index=471&type=chunk) [Form 10-K Summary](index=59&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[473](index=473&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=61&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements, identifying Level III investment valuation as a critical audit matter - The independent auditor, Deloitte & Touche LLP, issued an **unqualified opinion** on the consolidated financial statements[479](index=479&type=chunk) - The valuation of **Level III investments** was identified as a critical audit matter due to the significant management judgment involved[485](index=485&type=chunk) [Consolidated Financial Statements](index=62&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of $549.2 million and net assets of $213.5 million as of December 31, 2023, with a net increase in net assets from operations of $11.4 million for the year Consolidated Balance Sheet Highlights ($ in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Investments (Fair Value) | $467,865 | $576,478 | | Total Assets | $549,239 | $619,486 | | Total Liabilities | $335,721 | $387,363 | | **Net Assets** | **$213,518** | **$232,123** | Consolidated Statement of Operations Highlights ($ in thousands) | | Year Ended Dec 31, 2023 | | :--- | :--- | | Total Investment Income | $76,315 | | Net Expenses | $41,542 | | **Net Investment Income** | **$34,773** | | Net Realized and Unrealized Loss | ($23,392) | | **Net Increase in Net Assets** | **$11,381** | [Notes to Consolidated Financial Statements](index=89&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, investment composition, $322.4 million in outstanding debt, related-party transactions, and a $446 million net capital loss carryforward as of year-end 2023 - The majority of the investment portfolio is classified as **Level III** for fair value purposes, requiring significant unobservable inputs for valuation[630](index=630&type=chunk) - The company pays its Adviser a base management fee and an incentive fee; for 2023, these fees totaled **$7.5 million** and **$7.4 million**, respectively[658](index=658&type=chunk) - As of December 31, 2023, the company had **$322.4 million** in debt outstanding (net of discounts and costs) across three facilities: 2018-2 Secured Notes, 4.875% Notes Due 2026, and a revolving credit facility[669](index=669&type=chunk) - The company had a net capital loss carryforward of approximately **$446 million** as of December 31, 2023, which can be used to offset future net capital gains[722](index=722&type=chunk)

poco_bw/iStock via Getty Images Portfolio Composition (1) Portman Ridge Finance (NASDAQ:PTMN) is a small externally managed business development company investing in middle market businesses using a range of financing structures from first lien loans to subordinated debt and equity co-investment. The BDC is broadly sector-neutral with investments in tech firms, food and beverage businesses, and pharmaceuticals. A fully covered dividend distribution, stable net asset value growth, and strong underwriting qua ...

Financial Data and Key Metrics Changes - The net asset value per share increased from $22.54 to $22.65, reflecting a positive trend in the company's valuation [4][40] - Total investment income decreased by $1 million from $19.6 million in Q2 2023 to $18.6 million in Q3 2023, primarily due to reduced fee and dividend income [11][23] - Net investment income for Q3 2023 was $7.2 million or $0.75 per share, down from $8.4 million or $0.87 per share in Q3 2022 [24] Business Line Data and Key Metrics Changes - Originations in Q3 were slightly higher than the previous quarter but still below repayment levels, resulting in net repayments and sales of approximately $11.6 million [8] - The investment securities portfolio remained diversified across 26 industries and 101 entities, with an average par balance per entity of approximately $3.3 million [8] Market Data and Key Metrics Changes - The weighted average contractual interest rate on interest-earning debt securities increased from 12.1% to 12.3% from Q2 to Q3 2023, indicating a favorable rate environment for future revenue generation [12] - Approximately 90.5% of the debt securities portfolio were floating rate, with 98% linked to SOFR, suggesting a strong sensitivity to interest rate changes [36] Company Strategy and Development Direction - The company remains selective in new investment opportunities due to macroeconomic uncertainties, focusing on existing portfolio companies [6] - There is optimism regarding M&A activity as valuation expectations become more reasonable and sponsors are expected to contribute more equity [17][18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to deliver strong returns despite challenging market conditions, emphasizing a prudent investment strategy [27] - The company is well-positioned to take advantage of the current market environment, with expectations for continued share repurchases [6][29] Other Important Information - The Board approved a dividend of $0.69 per share, representing a 12.2% annualized return on net asset value [4] - The company had $41 million of available borrowing capacity under its senior secured revolving credit facility as of September 30, 2023 [13] Q&A Session Summary Question: Thoughts on leverage and future focus - Management indicated that leverage is expected to remain stable or decrease slightly, with strong ROEs not necessitating increased leverage [45] Question: Impact of PIK income on total interest income - Approximately 16% of total interest income was PIK income this quarter, which is higher than in previous quarters [47] Question: Sponsor equity contributions - There is a constructive behavior observed among middle-market sponsors, with increased equity contributions noted [51] Question: Non-accrual investments clarification - The increase in non-accrual investments was due to one new investment going on non-accrual and one coming off, with a total of 8 investments on non-accrual status [22][67] Question: Year-end dividends and special dividends - Management feels confident about the dividend sustainability and will assess the situation at year-end for potential special dividends [83]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 814-00735 Portman Ridge Finance Corporation (Exact name of Registrant as specified in its charter) (State or other jurisdiction of Incorporation or o ...

Portman Ridge Finance Corporation (NASDAQ:PTMN) Q2 2023 Earnings Conference Call August 10, 2023 9:00 AM ET Company Participants Ted Goldthorpe - Chief Executive Officer, President & Director Patrick Schafer - Chief Investment Officer Jason Roos - Chief Financial Officer Conference Call Participants Christopher Nolan - Ladenburg Thalmann Ryan Lynch - KBW Steven Martin - Slater Operator Welcome to Portman Ridge Finance Corporation's Second Quarter 2023 Earnings Conference Call. An earnings press release was ...

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the quarterly period ended June 30, 2023 Washington, D.C. 20549 Form 10-Q (Exact name of Registrant as specified in its charter) (State or other jurisdiction of Incorporation or organization) Delaware 20-5951150 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (I.R.S. Employer Identification Numb ...