Portman Ridge(PTMN) - 2023 Q4 - Annual Report

Part I Business 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 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][19] - The investment objective is to generate current income and capital appreciation, targeting companies with EBITDA of $10 million to $50 million[20] - 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] Corporate History and Transactions 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][28] - Completed the acquisition of OHA Investment Corporation (OHAI) on December 18, 2019[29] - Completed the acquisition of Garrison Capital Inc. (GARS) on October 28, 2020[30] - Completed the acquisition of Harvest Capital Credit Corporation (HCAP) on June 9, 2021[32] - Executed a 1-for-10 reverse stock split of its common stock, effective August 26, 2021[34] Investment Portfolio Composition 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][55] Investment Process and Monitoring 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] - The due diligence process includes a comprehensive qualitative analysis (industry fundamentals, competitive position) and quantitative analysis (cash flow, financial ratios, stress testing)[57][58] - All investments require the approval of a majority of the Investment Committee[61] - 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][68] Advisory and Administration Agreements 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] - 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][86] Regulation and Tax Status 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] - The company is permitted to incur leverage such that its asset coverage ratio is at least 150% immediately after any borrowing[104] - To maintain its RIC status, the company must distribute at least 90% of its investment company taxable income annually[115] - 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] Risk Factors 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][152][157] - Leverage Risks: Borrowing magnifies gains and losses, increases investment risk, and imposes restrictive financial covenants that could limit operational flexibility and distributions[182][183] - 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][211][223] - 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][258][260] - 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][237][238] Unresolved Staff Comments The company has no unresolved staff comments from the Securities and Exchange Commission - None[270] Cybersecurity 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][272] - The Board of Directors oversees cybersecurity risks and receives periodic updates from the Chief Compliance Officer[275] - 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] Properties 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] Legal Proceedings 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] - In December 2023, a settlement in principle was reached, and the company will not be responsible for any portion of the settlement payment[284] Mine Safety Disclosures This item is not applicable to the company - Not applicable[285] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 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][350] - The Adviser reimbursed the Company approximately $5.3 million for certain administrative transition service expenses during 2023[366] Financial Condition, Liquidity, and Capital Resources 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] - The company has $28.6 million in unfunded commitments as of December 31, 2023, including a $5.5 million commitment to the Great Lakes II Joint Venture[398] Critical Accounting Policies The most critical accounting policy is the valuation of Level III portfolio investments, which requires significant judgment and is overseen by the Adviser and Board, alongside revenue recognition policies - The most significant estimate is the valuation of investments, especially illiquid securities, which are valued at fair value in good faith by the Adviser as the designated valuation designee, subject to Board oversight[401][402] - The company uses a three-level hierarchy (Level I, II, III) for fair value measurements, with the majority of investments classified as Level III, requiring significant judgment and the use of unobservable inputs[406][407][408] - Interest income is recorded on an accrual basis, and loans are placed on non-accrual status when principal or interest becomes 90 days past due or collection is otherwise doubtful; as of December 31, 2023, seven debt investments were on non-accrual status[419] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are interest rate fluctuations, with 89.7% of the debt portfolio being floating rate, and the inherent valuation uncertainty of illiquid investments - As of December 31, 2023, 89.7% of the company's Debt Securities Portfolio at par value consisted of floating-rate investments[431] Hypothetical Annual Impact of Interest Rate Changes on Net Investment Income | Change in Interest Rates | Impact on Net Investment Income ($ 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] Financial Statements and Supplementary Data 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] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[440] Controls and Procedures 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] - Management concluded that the company maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO framework[443] - No material changes were made to the company's internal control over financial reporting during the fourth quarter of 2023[445] Other Information 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][448] 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 This item is not applicable to the company - Not applicable[461] Part III Directors, Executive Officers and Corporate Governance 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] Executive Compensation 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] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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] Certain Relationships and Related Transactions, and Director Independence 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] Principal Accountant Fees and Services 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] Part IV Exhibits and Financial Statement Schedules 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] Form 10-K Summary The company indicates that there is no Form 10-K summary - None[473] Financial Statements Report of Independent Registered Public Accounting Firm 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] - The valuation of Level III investments was identified as a critical audit matter due to the significant management judgment involved[485] Consolidated Financial Statements 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 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] - 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] - 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] - 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]