Portman Ridge Finance Corporation

Thank you for holding and welcome everyone to the Portman Ridge third quarter 2022 financial results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you'd like to withdraw your question, again, press star one. Thank you. It is now my pleasure to turn the call over to Ted Goldthorpe, CEO. Mr. Goldthorpe, please go ahead.

Good morning. Thanks, everyone, for joining our third quarter 2022 earnings call. I'm joined today by our Chief Financial Officer, Jason Ruse, and our Chief Investment Officer, Patrick Schaefer. I'll provide brief highlights on the company's performance and activities for the quarter. Patrick will provide commentary on our investment portfolio and our markets, and Jason will discuss our operating results and financial condition in greater detail. Yesterday, Portman Ridge announced its third quarter 2022 results, and we were pleased to report a strong quarter of financial performance despite operating under difficult market conditions, a very challenging economic environment, rising interest rates, and market volatility. Our total investment income, core investment income, and net investment income for the third quarter of 2022 all increased in comparison to the second quarter of 2022, as we started to see the impact that rising rates had in generating incremental revenues from our investments. Between the reduced cost of capital from our amended and extended credit facility with JPMorgan Chase and the continued benefit of rising rates, we expect this quarter's strong performance will continue going forward in future quarters, allowing us to increase our quarterly dividend by 6% to 67 cents per share. Regarding the macro environment in our sector, we continue to see the impact of the liquid markets spilling over into the private markets. Leveraged loan new issue volume declined by over 80% year-over-year during the quarter and is down almost 60% year-to-date due to a combination of lower M&A volumes and a decline in CLO formation, which is a key source of demand for the market. Additionally, loan prices on average peaked in August around 95% of par and then traded down to 92% of par by the end of September and remained at those depressed levels so far in the fourth quarter. The volatility displayed in the loan markets have benefited Portman Ridge in the following ways. First, the reduced demand for new issue has forced potential borrowers away from the loan market and into the private debt market, increasing our potential deal funnel and allowing for increased selectivity on new deals. The trading place decline has resulted in an increase in private debt deal economics through approximately 100 to 200 basis points of higher spreads and 100 to 300 basis points of incremental OID. Finally, the volatility has allowed Portman Ridge to be nimble and opportunistically purchase loans originally underwritten by a syndicate of banks at a significant discount. and loans trade in the secondary market at significant discounts, although the latter opportunity has become much more pronounced so far in the fourth quarter. During the third quarter, we remained cautious in our investment strategy and saw net deployments, excluding ordinary course amortization payments, of approximately $2.4 million. As a result, we ended the quarter with a well-balanced portfolio and kept our non-accrual positions under control. Although the full impact of rates have not flown through through our underlying borrowers through June 30th, the average interest coverage in our portfolio was three and a half times, and on average, LTM revenues grew by four and a half percent. As we continue to execute our investment strategy, we're well positioned to take advantage of opportunities that arise from the current market environment by continuing to be selective and resourceful in our investment decisions. We will continue to be prudent with underwriting new investments given the current economic uncertainty. With that, I will turn the call over to Patrick Schaefer, our Chief Investment Officer, for a review of our investment activity.

Patrick Schaefer Thanks, Ted. Turning now to slide five of the presentation and a sensitivity of our earnings to interest rates. As of September 30, 2022, approximately 89.3 percent of our debt securities portfolio were either floating right with the spread to an interest rate index such as LIBOR, SOFR, or prime rate, with 71% of these still being linked to LIBOR. As you can see from the chart, the underlying benchmark rate on our assets during the quarter lagged the prevailing market rates and still remains significantly below the LIBOR and SOFR rates as of November 4th, 2022. We would expect this to normalize over time as the underlying one, three, and six-month contracts reset, but for illustrative purposes, If all our assets were to reset to either a three-month LIBOR or SOFR rate, respectively, we would expect to generate an incremental $2.4 million of quarterly income. While our liability costs would also rise relative to their Q3 levels, we still expect a net positive benefit of approximately 8 cents per share, assuming all of our assets and liabilities are utilizing the same three-month benchmark rates for the entirety of the quarter. Skipping down to slide 11, Investment activity and originations for the quarter were lower than prior quarter, but repayment activity was higher, resulting in net deployment of approximately $2.4 million, excluding regularly scheduled amortization payments and fundings under previously committed facilities, including our Great Lakes joint venture. Net deployment consisted of new fundings of approximately $44.3 million, offset by approximately $41.9 million of repayments. These new investments are expected to yield a spread to SOFR of 664 basis points on the par balance, but a number of the investments were purchased at a meaningful discount to par or included upfront fees, which will generate income in addition to the stated spread. Our debt securities portfolio at the end of the third quarter remained highly diversified, with investment spread across 32 different industries and 117 different entities, all while maintaining an average par balance per entity of approximately $3.4 million. Turning to slide 12, investments on non-accrual were flat as compared to June 30th, 2022, and represent 0.0% and 0.3% of the company's investment portfolio at fair value and amortized cost, respectively. I'll now turn the call over to Jason to further discuss our financial results for the period.

Thanks, Patrick. As both Ted and Patrick previously mentioned, despite operating under a challenging economic environment, Our results for the third quarter reflect a period of strong financial performance. Total investment income for the third quarter of 2022 was $19 million, of which $15.4 million was attributable to interest income from the debt securities portfolio. This compares the total investment income for the second quarter of 2022 of $15 million, an overall increase of $3.6 million quarter-over-quarter due to the impact of rising rates, generating incremental revenue on our investment portfolio. Excluding the impact of purchase price accounting, our core investment income was $17.6 million. This compares to $13.7 million core investment income in the second quarter of 2022. Core investment income reflects a reduction in purchase price accretion from the Garrison and HCAP mergers, which amounted to $1.4 million for the third quarter of 2022. Our net investment income for the third quarter of 2022 was $8.4 million, or 87 cents per share, which compares to $5.5 million, or 57 cents per share for the second quarter of 2022. This quarter-over-quarter increase is inherently due to the rising rate environment associated with our floating rate investments, as well as the settlement of certain investments early in the third quarter, resulting in a full quarter benefit of interest income. Total expenses for the third quarter of 2022 were $10.6 million, compared to $9.1 million in the second quarter of last year. This was predominantly driven by rising costs associated with the interest expense on our debt, Our net asset value for the third quarter of 2022 was $251.6 million or $26.18 per share as compared to $261.7 million or $27.26 per share in the second quarter of 2022. The decline due to our debt and equity securities was almost entirely driven by mark-to-market movements within our portfolio. On the liability side of the balance sheet, as of September 30, 2022, we had a total of $368.9 million par value of borrowings outstanding, comprised of $97.1 million in borrowings under our credit facility, $108 million of four and seven-eighths percent notes due 2026, and $163.7 million in secured notes due 2029. This balance represents a quarter-over-quarter increase of $4 million relating to a draw in our credit facility. As of the end of the quarter, we had $17.9 million of available borrowing capacity under the Senior Secured Revolving Credit Facility and $25 million of borrowing capacity under the 2018-2 Revolving Credit Facility. Additionally, and as pointed out in our second quarter earnings call, we successfully refinanced our Senior Secured Revolving Credit Facility in April, which changed the benchmark interest rate to three months SOFR, reduced the rate of interest margin, to 2.8% per annum from 2.85% per annum and extended the maturity of the facility to April 29th, 2026. As of September 30th, 2022, our debt to equity ratio was 1.5 times on a gross basis and 1.3 times on a net basis. From a regulatory perspective, our asset coverage ratio at quarter end was 167%. We believe we remain well positioned to pursue growth opportunities with our overall leverage position. Lastly, and as announced yesterday, a quarterly distribution of 67 cents per share, which represents an increase of 4 cents from prior quarter levels, was approved by the Board and declared payable on December 13, 2022, to stockholders of record at the close of business on November 24, 2022. This increased quarterly distribution is supported by the third quarter's strong financial performance and our expectations for similar financial performance to continue into future quarters. With that, I will turn the call back over to Ted.

Thank you, Jason. Ahead of questions, I'd like to again emphasize that this quarter we saw the benefits of the active steps we took earlier in the year to reposition our portfolio to see strong financial results like the ones we've demonstrated this past quarter. As we approach the end of the year, we believe we're in an ideal position to have another strong quarter of strong financial performance in the fourth quarter. Thank you once again to all of our shareholders for your ongoing support. This concludes our prepared remarks, and I'll now turn the call over to Operator for any questions.

Certainly. At this time, if you'd like to ask a question, please press star 1 on your telephone keypad. We'll pause for a moment to compile the Q&A roster. Christopher Nolan with Leidenberg Thelman, your line is open.

Hey, guys. Jason, I missed it. Were there any now-recurring items and earnings?

Yeah, I would say this is a pretty good quarter for just normal run rate, kind of look at expense. I assume you're talking about the expense side of the P&L? Yeah. Yeah, yeah. So I would say no to that. Largely, it's a pretty good run rate quarter for you. On the expense side, professional fees are down 120 grand quarter over quarter, which reflects more normalized legal expense, which is A pretty good run rate I would use for going forward. Other expenses are down as well by about $214,000 quarter over quarter. That's largely due to some benefit we're seeing on reduced insurance premiums, CLO admin costs, and some tax expense coming down. I would say that's probably a little light. I would look at that probably right around that mark, right around $500,000. On the revenue side... Yeah, I was going to say on the revenue side, it's a pretty good run right there as well. I mean, we anticipate to see continued uptick in the interest income coming in in the future as rates continue to rise and as our positions continue to reset. And we provided a walk of that within the materials. But, you know, the CLO income, JV income, all that should be about a pretty good run rate.

And then given that, given that it seemed to be a fairly clean quarter and seems to be that this whole interest rate environment is working towards the company's benefit in terms of the earnings run rate, is the 67 cents new dividend seems to be potentially a little bit on the low side unless there are issues, you know, tax issues or things like that. Is that a fair way to look at it? I think that's relatively fair. This is Ted.

You know, I think if there's going to be pressure on our dividend, it's going to be increases versus, like, you know, the risk is a dividend increase. I think there's just so much uncertainty right now. We are not seeing any credit quality issues or credit quality deterioration in our portfolio today. But just given all the uncertainty, you know, with every passing quarter, as short-term rates roll through our numbers, you know, our forecasts just keep going up. And a lot of it's driven by macro considerations versus micro considerations. So, you know, slide five in our earnings deck, I think, states the best. I mean, we're only getting 2.8% on LIBOR today, and LIBOR sits at 4.5%. So we think we've got really good earnings tailwinds. And to the extent they keep coming through, you know, I think there's going to be a hard – there's going to be a lot of conversation with the board about potentially, you know, increasing dividend versus decreasing the dividend. For me, thank you. The other thing I'd say on dividend policy is we, as a management team, probably have a pretty strong bias towards base dividend versus variable dividends. And so, you know, we have the advantage over others. Because of some of these M&A we've done, we actually do get some tax benefits out of that as around, you know, in regards to spillover income. But obviously, you know, our preference over time is to have a higher base dividend versus paying specials.

Thank you.

Paul Johnson with KBW, your line is open.

Yeah, good morning. Thanks for taking my questions. First question, I was hoping you could help us understand just slide seven a little bit better. This is a good slide, by the way, you know, helpful to have in there. But obviously jump in 95 cents pretty big jump and I was kind of looking at our presentation from from last quarter. The same slide, you're kind of projecting around 74 cents, which was a lot closer. I think tier sort of adjusted result this quarter so That 95 cents that you show on this slide, does that include some level of purchase accounting accretion in there? And is there any way to, I guess, estimate how much that is included in there? And maybe a better way of asking the question is, If you have some sort of ROE that you expect to kind of generate as what you would consider a good run rate ROE, this is closer to like a 15% ROE, which feels a little high.

Yeah. So, Paul, this is Patrick Schaefer. So a couple questions, which is this analysis, this chart on seven is intended to be kind of the most simplistic form of this exercise. And so what it's really doing is taking – everything that was done at Q3 and really just essentially changing the benchmarks on the underlying assets and liabilities that we had at the end of the quarter and what that difference would be from assuming kind of a run rate for the quarter as opposed to what actually transpired. And so to that point, the 95 cents here would include the same amount of purchase price accretion that was in the Q3 numbers. And so we show that on I had it on the next slide on eight, you can kind of see where we have the purchase discount accounting. And so that number would be in our 95 is a similar amount of that that we had in Q3. Again, we're trying to make this as simplistic as possible and not making any kind of incremental assumptions about anything in our portfolio, anything in the P&L, other than just changing the benchmark rates on LIBOR and SOFR. So that you can, that would kind of be your easy walk to kind of what that 95 cents would look like on a quote unquote core basis. You could just kind of take the same difference here between, you know, our reported and core on slide eight and kind of overlay that to the 95.

Yeah, and you did it, you know, your note last night, you know, just for this. The other thing, the other big assumption obviously is it assumes flat repayment activity. And as we show in a previous slide, you know, obviously that can change from quarter to quarter. So I think all we're trying to do here is just show purely the impact on rates and not make a bunch of assumptions and footnotes for our shareholders. This is really meant to show you just like the pure impact. If rates were higher, this is what our earnings would have been.

Got it. Yeah, I appreciate the explanation there. I do think this is a helpful slide either way. So thanks for the explanation on that. And then another question on your dividend policy. Just, you know, going forward, you know, we had an incremental raise this quarter. I mean, is that kind of what you expect? Obviously, this is a, you know, fairly good margin, you know, 95 or, you know, 80 cents or so adjusted sort of run rate, you know, well above the, you know, new distribution level. So is it the intention, I guess, to just kind of walk that higher as you get your arms around the, you know, earnings generation of the portfolio in the next year? Or, you know, do you kind of intend to, I guess, maintain a pretty good margin of cushion there and maybe be more conservative on the dividend hikes?

I mean, I think the answer is both. I mean, we want to be conservative and make sure we can cover our dividend for a sustained period of time. You know, this is our third dividend increase, which, you know, I think most BDCs have not done that. You know, again, rates are changing so quickly, and I just think we want to take a very measured approach to this, just given the fact that, you know, with each passing quarter, you know, you're going to have, you know, this benefit of short-term rates flowing through our portfolio. And, you know, again, if you look at the forward curve on rates, which again, we're not macroeconomists. They're showing short-term rates coming down, you know, middle to end of next year, which, you know, people can take their own view on that. So I think we just want to take a very measured approach. But again, I think the momentum is positive versus stable around dividend policy. And then number two is, but we do want to maintain a relatively healthy cushion, just given the uncertain environment.

I appreciate that.

I think the thing we want to stress is we're not expecting a whole bunch of non-recruits. Our portfolio is incredibly diversified, so it's not like we're taking a view on credit. We're not seeing it, but again, given what's happening in the world, I think we want to just continue to be conservative.

Yes, that makes sense. The CLO income for the quarter, it sounds like from one of the previous questions, that should be a fairly good number going forward. Sorry, the JV income going forward for a run rate, and you can correct me if I'm wrong there. But I'm just curious what is going on there in the quarter, just because it looks like you may have had a reduction in your investment in JVs. I don't know if that was a return on capital. And I just want to make sure that I heard that correctly, if that $2.2 million or so of JV income this quarter should be kind of expected to run through going forward, or if we should be looking at that potentially a little bit lower.

Hey, Paul, it's Patrick. So during the quarter, and it's specifically or particularly related to our Great Lakes joint venture, we sort of, we, I'm trying to think of the right way to frame this, but we essentially, the investment period of the joint venture was expiring or was in the process of expiring. So we essentially built a new joint venture and moved everything from a one joint venture to a two joint venture. So I've just kind of moved over, but we also upsized that joint venture. So you saw a temporary return of capital as Portman specifically essentially got kind of reallocated, if you will. And then that, we've had incremental fundings on that during the quarter. So by the end of this quarter, you'd expect to see that back to kind of the, I'll call it the June level, if you will. So is there maybe a very small temporary bit of income decline? Possibly, but with rates rising and all those underlying assets are floating rate as well, my guess is you're not going to be really that far off from a meaningful impact.

Got it. Appreciate that.

It was really temporary return of capital that, again, by the time we get to the end of the quarter, we'll be back to kind of the same notional value in that joint venture.

Got it. And last question, just in terms of the deal flow that you guys are seeing, it sounds like terms may potentially be improving in the market, but just wanted to get your sense, I guess, from the BC Partners platform, if that is the case. It sounded like last, I believe, last quarter, potentially the quality of the deals you were seeing were maybe not um, quite as attractive, but, uh, I'm wondering if that's, that's changed at all in today's environment.

Yeah. I mean, it's definitely changed in the sense of, um, you know, I think the biggest question we got six months ago was in a period of rising rates is the risks to spread tightening. So I think, I think some people felt like some of the large players in our space were going to cut spread and it's been the complete opposite. You know, the, The syndicated markets have effectively been closed for at least six months. And so our industry stepped in to provide that capital. And I would say people are being very, very, very selective and spreads are wider. We're getting S plus 700 on very high quality unit tranches right now. And that would have priced at S plus 525 six months ago. So we're getting almost 200 basis points of spread And we're also getting, you know, 350 basis points of incremental SOFR. So the returns we're generating are close to double what they were even six months ago. And, you know, on, quite frankly, better and larger companies. So this is an incredible environment to deploy capital. The other thing I'd say is, you know, Patrick said in his statements, you know, we obviously have the ability to buy secondary debt as well, which we do very selectively and, quite frankly, rarely. you know, for the first time and really since the middle of 2020, there are also secondary opportunities to buy things that are floating rate, first-link pieces of bank debt at what appears to be really, really, really low LTVs. And in industries where even if you go into a massive recession, we don't feel there's really a lot of credit risk. So we're seeing a lot of opportunities both on the primary side and the secondary side. That's all. I'm sorry for the long answer. That's all I've said. Obviously, repayments are down. We are seeing a little bit of an uptick in repayment activity. We saw it this quarter, obviously, but we're seeing it again in this fourth quarter for some reason, which is good. But repayment activity is still relatively muted versus what it was last year.

Yeah, that's great. That's great. All great information, and those are all my questions. Thanks.

Thank you.

Again, if you'd like to ask a question, please press star 1 on your telephone keypad. There are no further questions at this time. We do have a question from Stephen Martin with Slater Capital.

Great quarter, and thanks for the incremental dividend. Good, good. Can you, I always love slide 14, which is sort of all the portfolios you've bought. You've done a great job of underwriting those such that even with the mark to markets now, it doesn't appear like there have been any losses. Can you talk about where you stand on the evolution of those portfolios and continued runoff?

Yeah. Hey, Steve. It's Patrick. So, look, I think from – I'll just take them from left to right. Again, Ohio portfolio, there's really only 15% of it left. There's a couple of good names in there. We kind of would expect those in ordinary course to get taken out, but we're kind of not – don't really feel a need to press anything there. We're very comfortable with all the credits. Garrison, again, still kind of like 30-ish percent left. Generally speaking – That is still kind of more on the liquid side, which we generally like to have some mix of that in our portfolio to kind of keep invested while we're waiting for private opportunities. Obviously, this is not the kind of market to sell a liquid name, so we're generally comfortable with the credit quality, but probably more likely to hold on to some of those names just kind of given the environment right now. And then lastly, the harvest one, you know, again, I think going into it, We knew this would be probably the longest on a relative basis in terms of refinancing. We're still out of 40% of it in a relatively short period of time. There's a couple more deals that we've been working on with the companies on kind of refinancings and exits that we think over the next quarter or two should come to fruition. So we're pretty hopeful that another kind of decent chunk of that will be taken out in the next, call it, six months, if you will. But I would say in general, we're pretty comfortable where we are in terms of the rotation. We don't have any, you know, particularly large portfolio names within there that we kind of, you know, would really want, you know, really be pressing the exit button on. Again, save for a couple that I just referenced in Harvest that we're expecting over the next, call it, six months.

And the mark-to-market you talked about, and that's great that, you know, most of the mark-to-market is sort of pricing-related and not fundamental-related. If you look at the mark-to-market in Portman or BC source deals versus sort of old deals on this page, how would you think about it?

Candidly, I don't think there's any massive difference between them. I would say for the legacy – the way I characterize this is for the legacy portfolio – legacy portfolios, if you will, there's probably a little bit more variance in the sense of there were some names in there that had more impact from COVID that have been coming back, some more positives, and perhaps a couple of negatives as well that kind of offset each other. So that kind of really leaves you with just true mark-to-market across all the books. And again, we mark everything the exact same way. So a change in the benchmark rates is going to have an equal impact on an old Garrison name as it is on a BC name. So I generally say, like, from the quote-unquote credit things, generally offset each other and probably are more impacted in those portfolios. But overall, just mark-to-market is pretty consistent across the books.

Yeah, like, if you look at credit marks, they're basically, there's puts and takes, but it's basically 100% of our mark-to-market volatility this quarter is from spread widening. Like, if you back out the puts and takes on credit, It's all of this is just mark to market.

Yeah, I'll just add, by the way, that having listened to a number of BDC calls over the last week and obviously more to go, there are some of the companies, I don't understand how their mark to markets aren't bigger. You know, and so, you know, from to my knowledgeable perspective, it seems like you're being relatively conservative compared to some of the others I've listened to. You didn't buy back any stock this quarter. Was that just because the market was a little turbulent and you wanted a preserved opportunity?

Yeah, I mean, I think the answer to that is no. You know, we've always said that any time we're able to buy back stock, we'll buy back stock. I think we've got a path to reinvesting our buyback program in a relatively short period of time, and it's a big priority for us to be buying back stock. I mean, given where our stock trades, it makes total sense for our shareholders for us to be buying back stock. So anytime we can buy stock, we do. So we weren't able to buy stock this past quarter, but we feel like there's a path to being able to buy back stock relatively soon.

Okay. Thanks a lot.

Thanks. Again, if you'd like to ask a question, please press star 1. There are no further questions at this time. I'd now like to turn the call back over to management for final remarks.

Thanks, everyone, for joining us today. And we look forward to speaking to you in early March when we are announcing our full year results. And I wish everybody a happy and very early Thanksgiving. Thank you.

This concludes today's conference call we thank you for your participation you may now disconnect.