Portman Ridge Finance Corporation Reports Second Quarter 2021 Earnings Results; Declares Quarterly Distribution of $0.06 Per Share and Announces 1-for-10 Reverse Stock Split
Portman Ridge Finance Corporation (NASDAQ: PTMN) reported its Q2 2021 financial results, announcing a quarterly distribution of $0.06 per share, payable on August 31, 2021. The company’s net investment income rose to $11.7 million, translating to $0.15 per share, boosted by higher debt securities due to the successful HCAP merger. The net asset value per share slightly increased to $2.93. A 1-for-10 reverse stock split was approved to enhance stock liquidity, expected to complete in Q3 2021.
- Net investment income increased by 43% year-over-year to $11.7 million.
- Net asset value per share rose to $2.93 from $2.92.
- Successful completion of HCAP merger, enhancing market position.
- Quarterly distribution of $0.06 per share reflects stable earnings.
- Planned reverse stock split aims to facilitate stock trading and attract investors.
- Net realized and unrealized losses of $(0.9) million for the quarter.
- Investments on non-accrual status rose to 1.5% of the portfolio's fair value.
NEW YORK, Aug. 05, 2021 (GLOBE NEWSWIRE) -- Portman Ridge Finance Corporation (NASDAQ: PTMN) (the “Company” or “Portman Ridge”) announced today its financial results for the second quarter ended June 30, 2021 and declared a quarterly stockholder distribution of
Second Quarter 2021 Highlights
- Net investment income for the quarter was
$0.15 per share, or$11.7 million . - Net asset value (“NAV”) per share increased to
$2.93 from$2.92 quarter-to-quarter, reflecting continued favorable market conditions including ongoing tightening of credit spreads offset partially by approximately$0.02 per share of one-time HCAP merger transaction costs. - The fair value of the Company's investments excluding derivatives totaled
$520 million , of which the Company’s debt securities portfolio totaled$420 million and was comprised of investments in 144 investee companies. - During the second quarter, the Company acquired approximately
$62 million par value of investment portfolio assets. Also, during the quarter, the Company received approximately$70 million in sale and repayment proceeds, which includes a$1.5 million increase relative to the carrying value of those assets sold. - Net leverage(1) was 1.0x as of June 30, 2021, down from 1.1x as of March 31, 2021, driven primarily by the HCAP merger transaction and timing of certain investments in the pipeline.
- The quarterly distribution for the second quarter was
$0.06 per share and was paid on June 1, 2021. - During the quarter, the Company issued
$108.0 million in aggregate principal amount of unsecured4.875% Notes due 2026 (the “4.875% Notes due 2026”) in two separate private placement offerings. On April 30, 2021, the Company issued$80.0 million in the4.875% Notes due 2026. Also, on April 30, 2021, the Company notified the trustee for the unsecured6.125% Notes due 2022 of its election to redeem in full the aggregate amount outstanding of$76.7 million . This redemption was completed on May 30, 2021. On June 24, 2021, the Company issued an additional$28.0 million in the4.875% Notes due 2026, on identical terms to the4.875% Notes due 2026 that were issued on April 30, 2021. Also, on June 24, 2021, the Company notified the trustee for HCAP’s6.125% Notes due 2022 of its election to redeem in full the aggregate amount outstanding of$28.75 million . This redemption was completed, subsequent to quarter-end, on July 23, 2021. - During the quarter, several affiliates of the Company’s Advisor and an affiliate of LibreMax Intermediate Holdings, LP purchased 1,381,305 shares of the Company’s common stock for total consideration of approximately
$4.0 million in a private placement. These purchases were made in accordance with the terms of the 2019 Externalization Agreement and represent the re-investment of incentive fees paid by the Company to its Advisor prior to the second anniversary of the Externalization. The shares were purchased at the net asset value per share of the Company’s common stock. - As previously announced, following the lifting of the suspension of repurchases due to the Harvest Capital Credit Corporation (“HCAP”) merger transaction, the Company has been actively repurchasing its shares under its existing share buyback program. Through the end of the second quarter, the Company repurchased approximately
$380 thousand of its shares. Subsequent to quarter-end and to date, the Company has repurchased an additional approximately$1.2 million of its shares.
Closing of Previously Announced Merger
- On June 9, 2021, the Company completed its previously announced HCAP merger transaction. Stockholders voted overwhelmingly in favor of the proposed transaction as over
96% of stockholders who voted at the meeting voted in favor of the merger. - In connection with the HCAP merger transaction, the Company assumed
$28.75 million of HCAP’s6.125% Notes due 2022. As previously mentioned, these notes were redeemed in full on July 23, 2021.
1-for-10 Reverse Stock Split
The Company announced today that its Board of Directors has approved a 1-for-10 reverse stock split of the Company's then outstanding common stock. The Company expects to complete the reverse stock split in the third quarter of 2021 and will announce additional details prior to the effective date of the reverse stock split. The Company will reevaluate the quarterly distributions in conjunction with and commensurate with the reverse stock split.
The reverse stock split was approved by Portman Ridge's shareholders at its annual stockholders' meeting held on June 7, 2021. As a result of the reverse stock split, every ten shares of the Company's issued and outstanding common stock will be converted into one share of issued and outstanding common stock. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares to be received as a result of the reverse stock split will be redeemed for cash.
In connection with the reverse stock split, the Company's certificate of incorporation will also be amended to reduce the authorized number of shares of the Company's common stock by one half of the reverse stock split ratio.
Management Commentary
Ted Goldthorpe, Chief Executive Officer of Portman Ridge commented, “We had an active quarter highlighted by strong second quarter results and the successful closing of the HCAP merger transaction. Throughout the quarter, we continued in our efforts to position the Company for long-term success as we issued
“Importantly, we are also pleased to announce the Board’s approval of a 1-for-10 reverse stock split to be completed in the third quarter. We are committed to making the ownership of our stock shareholder friendly, and we believe this reverse stock split will facilitate trading in our stock to the benefit of all shareholders,” continued Goldthorpe.
Selected Financial Highlights (unaudited)
Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||
(in $ millions, except per share data) | June 30, 2021 | March 31, 2021 | June 30, 2020 | |||||||||||
Investment Income: | ||||||||||||||
Interest from investments in debt securities | $ | 18.0 | $ | 15.2 | $ | 5.2 | ||||||||
Investment income on CLO Fund Securities | 0.8 | 0.6 | 0.9 | |||||||||||
Investment income - Joint Ventures | 2.5 | 2.0 | 1.0 | |||||||||||
Capital structuring service fees | 0.2 | 0.4 | 0.2 | |||||||||||
Total investment income | 21.5 | 18.3 | 7.3 | |||||||||||
Net expenses | 9.8 | 10.1 | 4.7 | |||||||||||
Net Investment Income | $ | 11.7 | $ | 8.2 | $ | 2.6 | ||||||||
Net realized and unrealized gains (losses) | (0.9 | ) | 1.6 | 0.7 | ||||||||||
Realized losses on debt extinguishment | ‒ | (1.8 | ) | 0.0 | ||||||||||
Net increase in net assets resulting from operations | $ | 10.8 | $ | 8.0 | $ | 3.3 | ||||||||
Net increase in net assets resulting from operations per share (basic and diluted) | $ | 0.14 | $ | 0.11 | $ | 0.07 | ||||||||
Net investment income per share (basic and diluted) | $ | 0.15 | $ | 0.11 | $ | 0.06 | ||||||||
Weighted average shares outstanding (in millions) | 77.5 | 75.2 | 44.8 | |||||||||||
Distribution per share | $ | 0.06 | $ | 0.06 | $ | 0.06 |
Total investment income for the three months ended June 30, 2021 and March 31, 2021 was
Total expenses for the three months ended June 30, 2021 and March 31, 2021 was
Net investment income for the three months ended June 30, 2021 and March 31, 2021 was
Net realized and unrealized depreciation on investments for the three months ended June 30, 2021 was
Portfolio
The fair value of our portfolio was
June 30, 2021 | ||||||||||||||||||||||||
(Unaudited) | December 31, 2020 | |||||||||||||||||||||||
Security Type | Cost/Amortized Cost | Fair Value | %¹ | Cost/Amortized Cost | Fair Value | %¹ | ||||||||||||||||||
Senior Secured Loan | 333,708,309 | 351,699,217 | 68 | 304,539,184 | 328,845,612 | 68 | ||||||||||||||||||
Junior Secured Loan | 76,595,157 | 67,905,491 | 13 | 87,977,057 | 75,807,477 | 16 | ||||||||||||||||||
Senior Unsecured Bond | 416,170 | 42,845 | 0 | 416,170 | 207,766 | 0 | ||||||||||||||||||
CLO Fund Securities | 34,561,828 | 17,064,290 | 3 | 45,727,813 | 19,582,555 | 4 | ||||||||||||||||||
Equity Securities | 30,344,541 | 22,386,600 | 4 | 24,593,639 | 13,944,876 | 3 | ||||||||||||||||||
Asset Manager Affiliates2 | 17,791,230 | — | — | 17,791,230 | — | — | ||||||||||||||||||
Joint Ventures | 66,062,400 | 61,069,876 | 12 | 54,932,458 | 49,349,163 | 10 | ||||||||||||||||||
Derivatives | 30,609 | (1,802,675 | ) | — | 30,609 | (1,108,618 | ) | — | ||||||||||||||||
Total | $ | 559,510,244 | $ | 518,365,644 | 100 | % | $ | 536,008,160 | $ | 486,628,831 | 100 | % | ||||||||||||
¹ Represents percentage of total portfolio at fair value.
² Represents the equity investment in the Asset Manager Affiliates.
Investments on non-accrual status were
Liquidity and Capital Resources
As of June 30, 2021, we had
During the quarter, the Company issued
The proceeds from the issuances of the
As of June 30, 2021, the Company had unrestricted cash of
The Company’s asset coverage ratio stood at
Stockholder Distribution
On August 4, 2021, the Board of Directors approved a quarterly cash distribution of
Stock Repurchase Program
During the three months ended June 30, 2021, the Company repurchased 157,182 shares under its stock repurchase program at an aggregate cost of
Conference Call and Webcast
We will hold a conference call on Friday August 6, 2021 at 11:00 am Eastern Time to discuss our second quarter 2021 financial results. Stockholders, prospective stockholders and analysts are welcome to listen to the call or attend the webcast.
To access the call please dial (866) 757-5630 approximately 10 minutes prior to the start of the conference call. A replay of the conference call will be available from August 6, 2021 until August 13, 2021. The dial in number for the replay is (855) 859-2056 and the conference ID is 4656216.
A live audio webcast of the conference call can be accessed via the Internet, on a listen-only basis on our Company’s website www.portmanridge.com in the Investor Relations section under Events and Presentations. The webcast can also be accessed by clicking the following link: Portman Ridge Second Quarter 2021 Conference Call. The online archive of the webcast will be available on the Company’s website shortly after the call.
About Portman Ridge Finance Corporation
Portman Ridge Finance Corporation (NASDAQ: PTMN) is a publicly traded, externally managed investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. Portman Ridge’s middle market investment business originates, structures, finances and manages a portfolio of term loans, mezzanine investments and selected equity securities in middle market companies. Portman Ridge’s investment activities are managed by its investment adviser, Sierra Crest Investment Management LLC, an affiliate of BC Partners Advisors, LP.
Portman Ridge’s filings with the Securities and Exchange Commission (the “SEC”), earnings releases, press releases and other financial, operational and governance information are available on the Company's website at www.portmanridge.com.
About BC Partners Advisors L.P. and BC Partners Credit
BC Partners is a leading international investment firm with over
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. The matters discussed in this press release, as well as in future oral and written statements by management of Portman Ridge Finance Corporation, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.
Forward-looking statements relate to future events or our future financial performance and include, but are not limited to, projected financial performance, expected development of the business, plans and expectations about future investments and the future liquidity of the Company. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “outlook”, “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
Important assumptions include our ability to originate new investments, and achieve certain margins and levels of profitability, the availability of additional capital, and the ability to maintain certain debt to asset ratios. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this press release should not be regarded as a representation that such plans, estimates, expectations or objectives will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) uncertainty of the expected financial performance of the Company; (2) expected synergies and savings associated with the transaction in which Garrison Capital Inc. merged with and into the Company; (3) the ability of the Company and/or BC Partners to implement its business strategy; (4) evolving legal, regulatory and tax regimes; (5) changes in general economic and/or industry specific conditions; (6) the impact of increased competition; (7) business prospects and the prospects of the Company’s portfolio companies; (8) contractual arrangements with third parties; (9) any future financings by the Company; (10) the ability of Sierra Crest Investment Management LLC to attract and retain highly talented professionals; (11) the Company ability to fund any unfunded commitments; (12) any future distributions by the Company; (13) changes in regional or national economic conditions, including but not limited to the impact of the COVID-19 pandemic, and their impact on the industries in which we invest; (14) other changes in the conditions of the industries in which we invest and other factors enumerated in our filings with the SEC; and (15) expected synergies and savings associated with the transaction in which HCAP merged with and into the Company. The forward-looking statements should be read in conjunction with the risks and uncertainties discussed in the Company’s filings with the SEC, including the Company’s most recent Form 10-K and other SEC filings. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required to be reported under the rules and regulations of the SEC.
(1) 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.
Contacts:
Portman Ridge Finance Corporation
650 Madison Avenue, 23rd floor
New York, NY 10022
info@portmanridge.com
Jason Roos
Jason.Roos@bcpartners.com
(212) 891-2880
Jeehae Linford
The Equity Group Inc.
jlinford@equityny.com
(212) 836-9615
PORTMAN RIDGE FINANCE CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Investments at fair value: | ||||||||
Debt securities (amortized cost: 2021 - | $ | 419,647,553 | $ | 404,860,855 | ||||
CLO Fund Securities managed by non-affiliates (amortized cost: 2021 - | 17,064,290 | 19,582,555 | ||||||
Equity securities (cost: 2021 - | 22,386,600 | 13,944,876 | ||||||
Asset Manager Affiliates (cost: 2021 - | — | — | ||||||
Joint Ventures (cost: 2021 - | 61,069,876 | 49,349,163 | ||||||
Total Investments at Fair Value, excluding derivatives (cost: 2021 - | 520,168,319 | 487,737,449 | ||||||
Cash and cash equivalents | 65,655,197 | 6,990,008 | ||||||
Restricted cash | 47,617,658 | 75,913,411 | ||||||
Interest receivable | 3,964,058 | 2,972,546 | ||||||
Receivable for unsettled trades | 7,863,142 | 25,107,598 | ||||||
Due from affiliates | 483,220 | 357,168 | ||||||
Other assets | 3,761,436 | 1,100,241 | ||||||
Total Assets | $ | 649,513,030 | $ | 600,178,421 | ||||
LIABILITIES | ||||||||
$ | - | $ | 75,667,624 | |||||
2018-2 Secured Notes (net of discount of: 2021- | 162,371,420 | $ | 249,418,186 | |||||
104,679,809 | — | |||||||
Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of offering costs of: 2021- | 68,156,043 | 48,223,083 | ||||||
28,750,000 | — | |||||||
Derivative liabilities, net (cost: 2021 - | 1,802,675 | 1,108,618 | ||||||
Payable for unsettled trades | 1,369,754 | — | ||||||
Accounts payable, accrued expenses and other liabilities | 3,689,638 | 1,788,908 | ||||||
Accrued interest payable | 2,146,231 | 1,089,531 | ||||||
Due to affiliates | 1,926,429 | 1,374,739 | ||||||
Management and incentive fees payable | 6,016,720 | 5,243,869 | ||||||
Total Liabilities | 380,908,719 | 383,914,558 | ||||||
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Common stock, par value | 917,408 | 751,642 | ||||||
Capital in excess of par value | 680,857,172 | 638,459,548 | ||||||
Total distributable (loss) earnings | (413,170,269 | ) | (422,947,327 | ) | ||||
Total Stockholders' Equity | 268,604,311 | 216,263,863 | ||||||
Total Liabilities and Stockholders' Equity | $ | 649,513,030 | $ | 600,178,421 | ||||
NET ASSET VALUE PER COMMON SHARE | $ | 2.93 | $ | 2.88 | ||||
PORTMAN RIDGE FINANCE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||||
Investment Income: | |||||||||||||||||
Interest from investments in debt securities | $ | 17,258,911 | $ | 4,813,517 | $ | 31,345,386 | $ | 9,393,299 | |||||||||
Payment-in-kind investment income | 744,815 | 381,528 | 1,876,413 | 690,897 | |||||||||||||
Interest from short-term investments | — | - | - | 15,279 | |||||||||||||
Investment income on CLO Fund Securities managed by affiliates | — | 832,867 | - | 1,906,361 | |||||||||||||
Investment income on CLO Fund Securities managed by non-affiliates | 845,387 | 87,718 | 1,462,643 | 204,961 | |||||||||||||
Investment income - Joint Ventures | 2,530,198 | 1,000,883 | 4,569,464 | 2,578,019 | |||||||||||||
Capital structuring service fees | 165,841 | 197,381 | 595,808 | 279,285 | |||||||||||||
Total investment income | 21,545,152 | 7,313,894 | 39,849,714 | 15,068,101 | |||||||||||||
Expenses: | |||||||||||||||||
Management fees | 1,914,338 | 1,008,384 | 3,706,902 | 2,020,074 | |||||||||||||
Performance-based incentive fees | 2,299,858 | 454,874 | 4,393,477 | 556,880 | |||||||||||||
Interest and amortization of debt issuance costs | 3,526,586 | 2,394,870 | 6,907,083 | 4,744,941 | |||||||||||||
Professional fees | 695,745 | 527,317 | 2,190,173 | 1,370,946 | |||||||||||||
Insurance | 199,808 | 177,154 | 376,962 | 300,904 | |||||||||||||
Administrative services expense | 718,285 | 430,265 | 1,331,657 | 891,265 | |||||||||||||
Other general and administrative expenses | 479,790 | 175,998 | 1,020,203 | 374,273 | |||||||||||||
Total expenses | 9,834,410 | 5,168,862 | 19,926,457 | 10,259,283 | |||||||||||||
Management and performance-based incentive fees waived | — | (454,874 | ) | — | (556,880 | ) | |||||||||||
Net Expenses | 9,834,410 | 4,713,988 | 19,926,457 | 9,702,403 | |||||||||||||
Net Investment Income | 11,710,742 | 2,599,906 | 19,923,257 | 5,365,698 | |||||||||||||
Realized And Unrealized Gains (Losses) On Investments: | |||||||||||||||||
Net realized (losses) gains from investment transactions | (2,355,735 | ) | (881,615 | ) | (7,441,523 | ) | (1,929,762 | ) | |||||||||
Net change in unrealized appreciation (depreciation) on: | |||||||||||||||||
Debt securities | (760,741 | ) | 2,279,932 | (3,000,527 | ) | (8,498,305 | ) | ||||||||||
Equity securities | 1,341,777 | 351,925 | 2,690,821 | 74,018 | |||||||||||||
CLO Fund Securities managed by affiliates | — | (2,579,187 | ) | - | (13,741,461 | ) | |||||||||||
CLO Fund Securities managed by non-affiliates | 1,745,569 | (283,864 | ) | 8,647,720 | (855,293 | ) | |||||||||||
Joint Venture Investments | (617,515 | ) | 2,308,479 | 590,770 | (5,800,718 | ) | |||||||||||
Derivatives | (219,712 | ) | (512,346 | ) | (694,057 | ) | (537,983 | ) | |||||||||
Total net change in unrealized appreciation (depreciation) | 1,489,378 | 1,564,939 | 8,234,727 | (29,359,742 | ) | ||||||||||||
Net realized and unrealized appreciation (depreciation) on investments | (866,357 | ) | 683,324 | 793,204 | (31,289,504 | ) | |||||||||||
Realized (losses) gains on extinguishments of Debt | — | 464 | (1,834,963 | ) | 154,571 | ||||||||||||
Net Increase (Decrease) In Stockholders’ Equity Resulting From Operations | $ | 10,844,385 | $ | 3,283,694 | $ | 18,881,498 | $ | (25,769,235 | ) | ||||||||
Net Increase (Decrease) In Stockholders' Equity Resulting from Operations per Common Share: | |||||||||||||||||
Basic: | $ | 0.14 | $ | 0.07 | $ | 0.24 | $ | (0.58 | ) | ||||||||
Diluted: | $ | 0.14 | $ | 0.07 | $ | 0.24 | $ | (0.58 | ) | ||||||||
Net Investment Income Per Common Share: | |||||||||||||||||
Basic: | $ | 0.15 | $ | 0.06 | $ | 0.25 | $ | 0.12 | |||||||||
Diluted: | $ | 0.15 | $ | 0.06 | $ | 0.25 | $ | 0.12 | |||||||||
Weighted Average Shares of Common Stock Outstanding—Basic | 77,471,692 | 44,610,714 | 79,743,607 | 44,716,953 | |||||||||||||
Weighted Average Shares of Common Stock Outstanding—Diluted | 77,471,692 | 44,610,714 | 79,743,607 | 44,716,953 |
FAQ
What are the financial results of Portman Ridge for Q2 2021?
When will the quarterly distribution for Portman Ridge be paid?
What is the significance of the reverse stock split for PTMN?