UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 814-00967
WHITEHORSE FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
45-4247759
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
1450 Brickell Avenue, 31st Floor
Miami, Florida
33131
(Address of Principal Executive Offices)
(Zip Code)
(305) 381-6999
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on WhichRegistered
Common Stock, par value $0.001 per share
WHF
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
Non-accelerated filer
☒
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ⌧
As of November 10, 2022 the Registrant had 23,243,088 shares of common stock, $0.001 par value, outstanding.
TABLE OF CONTENTS
Page
Part I.
Financial Information
3
Item 1.
Financial Statements
Consolidated Statements of Assets and Liabilities as of September 30, 2022 (Unaudited) and December 31, 2021
Consolidated Statements of Operations for the three and nine months ended September 30, 2022 (Unaudited) and 2021 (Unaudited)
4
Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2022 (Unaudited) and 2021 (Unaudited)
5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 (Unaudited) and 2021 (Unaudited)
7
Consolidated Schedules of Investments as of September 30, 2022 (Unaudited) and December 31, 2021
9
Notes to the Consolidated Financial Statements (Unaudited)
25
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
65
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
87
Item 4.
Controls and Procedures
89
Part II.
Other Information
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
92
Defaults Upon Senior Securities
93
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
Signatures
94
2
Part I. Financial Information
Item 1. Financial Statements
WhiteHorse Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
September 30, 2022
December 31, 2021
(Unaudited)
Assets
Investments, at fair value
Non-controlled/non-affiliate company investments
$
650,585
736,727
Non-controlled affiliate company investments
11,903
6,874
Controlled affiliate company investments
102,066
75,607
Total investments, at fair value (amortized cost $773,406 and $831,960, respectively)
764,554
819,208
Cash and cash equivalents
9,855
12,185
Restricted cash and cash equivalents
9,445
9,814
Restricted foreign currency (cost of $28 and $464, respectively)
17
469
Interest and dividend receivable
7,853
7,521
Amounts receivable on unsettled investment transactions
3,288
—
Escrow receivable
711
515
Prepaid expenses and other receivables
925
1,307
Unrealized appreciation on foreign currency forward contracts
10
Total assets
796,658
851,019
Liabilities
Debt
430,992
475,958
Distributions payable
8,251
8,222
Management fees payable
3,881
3,766
Incentive fees payable
4,335
7,958
Amounts payable on unsettled investment transactions
331
Interest payable
3,772
2,087
Accounts payable and accrued expenses
1,526
2,438
Advances received from unfunded credit facilities
551
839
Total liabilities
453,639
501,268
Commitments and contingencies (See Note 8)
Net assets
Common stock, 23,243,088 and 23,162,667 shares issued and outstanding, par value $0.001 per share, respectively, and 100,000,000 shares authorized
23
Paid-in capital in excess of par
340,264
339,161
Accumulated earnings
2,732
10,567
Total net assets
343,019
349,751
Total liabilities and total net assets
Number of shares outstanding
23,243,088
23,162,667
Net asset value per share
14.76
15.10
See notes to the consolidated financial statements
Consolidated Statements of Operations (Unaudited)
Three months ended September 30,
Nine months ended September 30,
2022
2021
Investment income
From non-controlled/non-affiliate company investments
Interest income
17,121
15,199
49,890
44,159
Fee income
423
1,224
1,564
2,344
Dividend income
100
35
268
144
From non-controlled affiliate company investments
95
228
21
76
261
1,042
From controlled affiliate company investments
1,753
905
4,339
2,362
2,045
939
5,042
3,638
Total investment income
21,558
18,378
61,592
53,689
Expenses
Interest expense
5,632
3,842
15,351
11,456
Base management fees
3,508
11,741
10,209
Performance-based incentive fees
1,027
2,069
4,291
6,739
Administrative service fees
171
512
General and administrative expenses
884
896
2,919
2,592
Total expenses
11,595
10,486
34,814
31,508
Net investment income before excise tax
9,963
7,892
26,778
22,181
Excise tax
195
253
594
845
Net investment income after excise tax
9,768
7,639
26,184
21,336
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses)
236
109
(17,262)
7,714
1,725
Foreign currency transactions
(6)
(206)
(348)
(209)
Foreign currency forward contracts
1
(8)
(3)
230
(96)
(15,893)
7,502
Net change in unrealized appreciation (depreciation)
(7,275)
(1,370)
5,296
(3,937)
(389)
792
(2,596)
1,112
(212)
860
1,459
591
Translation of assets and liabilities in foreign currencies
1,713
263
2,441
161
187
186
(6,153)
732
6,610
(1,887)
Net realized and unrealized gains (losses) on investments and foreign currency transactions
(5,923)
636
(9,283)
5,615
Net increase in net assets resulting from operations
3,845
8,275
16,901
26,951
Per Common Share Data
Basic and diluted earnings per common share
0.17
0.40
0.73
1.30
Dividends and distributions declared per common share
0.36
1.07
Basic and diluted weighted average common shares outstanding
20,851,435
23,224,990
20,677,545
Consolidated Statements of Changes in Net Assets (Unaudited)
Common Stock
Shares
Par amount
Paid-in Capital in Excess of Par
Accumulated Earnings (Loss)
Total Net Assets
Balance at December 31, 2021
Stock issued in connection with at-the-market offering
16,678
197
Stock issued in connection with dividend reinvestment plan
32,068
498
Net increase in net assets resulting from operations:
8,539
Net realized gains (losses) on investments
(18,465)
Net change in unrealized appreciation (depreciation) on investments
15,633
Distributions declared
(8,234)
Balance at March 31, 2022
23,211,413
339,856
8,040
347,919
(72)
31,675
480
7,877
2,342
(2,870)
(8,251)
Balance at June 30, 2022
7,138
347,425
Balance at September 30, 2022
Balance at December 31, 2020
20,546,032
300,002
12,874
312,897
37,803
590
7,600
8,161
(7,592)
(7,307)
Balance at March 31, 2021
20,583,835
300,592
13,736
314,349
124,252
1,894
14,509
225
6,100
(563)
4,974
(7,358)
Balance at June 30, 2021
20,722,596
302,711
16,889
319,621
94,897
1,438
119,381
1,823
(7,433)
Balance at September 30, 2021
20,936,874
305,972
17,731
323,724
6
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Cash flows from operating activities
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) operating activities:
Paid-in-kind income
(1,553)
(860)
Net realized (gains) losses on investments
15,537
(7,714)
Net unrealized depreciation (appreciation) on investments
(4,159)
2,234
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies
(2,441)
(161)
Net unrealized (appreciation) depreciation on foreign currency forward contracts
(10)
(186)
Accretion of discount
(4,036)
(5,649)
Amortization of deferred financing costs
1,149
976
Acquisition of investments
(223,752)
(328,735)
Proceeds from principal payments and sales of portfolio investments
196,382
257,197
Proceeds from sales of portfolio investments to STRS JV
75,415
86,143
Net changes in operating assets and liabilities:
(342)
(695)
618
(832)
382
(101)
(3,288)
(10,772)
2,883
115
154
(3,623)
1,287
(912)
(25)
1,685
(288)
124
Net cash provided by operating activities
64,111
22,550
Cash flows from financing activities
Proceeds from issuance of common stock, net of offering costs
125
3,922
Borrowings
109,066
160,599
Repayments of debt
(152,417)
(166,047)
Deferred financing costs
(580)
(474)
Distributions paid to common stockholders, net of distributions reinvested
(23,728)
(19,911)
Net cash used in financing activities
(67,534)
(21,911)
Effect of exchange rate changes on cash
272
(14)
Net change in cash, cash equivalents and restricted cash
(3,151)
625
Cash, cash equivalents and restricted cash at beginning of period
22,468
15,944
Cash, cash equivalents and restricted cash at end of period
19,317
16,569
Supplemental and non-cash disclosure of cash flow information:
Interest paid
12,517
10,132
Distributions reinvested
978
2,048
Non-cash exchanges of investments
25,000
20,280
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of assets and liabilities that sum to the total of the same amounts presented in the consolidated statements of cash flows:
As of September 30,
9,579
6,749
Restricted foreign currency
241
Total cash, cash equivalents and restricted cash presented in consolidated statements of cash flows
8
Consolidated Schedule of Investments (Unaudited)
Issuer
Investment Type(1)
Floor
SpreadAboveIndex(2)
InterestRate(3)
AcquisitionDate(10)
MaturityDate
Principal/ShareAmount
AmortizedCost
FairValue(11)
Fair ValueAs APercentageof NetAssets
North America
Debt Investments
Air Freight & Logistics
Access USA Shipping, LLC (d/b/a MyUS.com)
First Lien Secured Term Loan
1.50%
L+ 8.00%
11.12%
02/08/19
02/08/24
4,718
4,699
1.38
%
Motivational Marketing, LLC (d/b/a Motivational Fulfillment)
1.00%
L+ 6.25%
9.07%
07/12/21
07/12/26
11,124
10,956
10,744
3.13
Motivational Marketing, LLC (d/b/a Motivational Fulfillment)(7)
First Lien Secured Revolving Loan
(22)
(0.01)
15,655
15,440
4.50
Alternative Carriers
Patagonia Holdco LLC (d/b/a Lumen LATAM)
0.50%
SF+ 5.75%
8.39%
08/05/22
08/01/29
14,625
12,040
11,993
3.50
Application Software
Atlas Purchaser, Inc. (d/b/a Aspect Software)
0.75%
L+ 5.25%
8.68%
08/29/22
05/08/28
3,105
2,595
2,562
0.74
Second Lien Secured Term Loan
L+ 9.00%
11.19%
05/03/21
05/07/29
15,000
14,628
12,197
3.55
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)
L+ 7.00%
10.67%
06/14/19
12/29/22
3,189
3,184
3,125
0.91
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)(7)(12)
Base rate+ 6.92%
10.28%
267
0.08
20,674
18,145
5.28
Asset Management & Custody Banks
JZ Capital Partners Ltd.(4)(5)
9.77%
01/26/22
01/26/27
10,286
10,108
10,147
2.96
JZ Capital Partners Ltd.(4)(5)(7)
First Lien Secured Delayed Draw Loan
22
0.01
10,169
2.97
Automotive Retail
Team Car Care Holdings, LLC (Heartland Auto)(12)
Base rate+ 7.98%
10.39%
02/16/18
06/28/24
14,594
14,532
4.25
Broadcasting
Coastal Television Broadcasting Group LLC
SF+ 6.50%
9.48%
12/30/21
12/30/26
8,191
8,052
7,946
2.32
Coastal Television Broadcasting Group LLC(7)
(4)
7,942
Building Products
PFB Holdco, Inc. (d/b/a PFB Corporation)(13)
C+ 6.00%
8.71%
12/17/21
12/17/26
8,959
6,889
6,382
1.85
PFB Holdco, Inc. (d/b/a PFB Corporation)(7)(13)
PFB Holdco, Inc. (d/b/a PFB Corporation)
L+ 6.00%
8.28%
2,182
2,144
2,154
0.63
PFB Holdco, Inc. (d/b/a PFB Corporation)(7)
Trimlite Buyer LLC (d/b/a Trimlite LLC)(5)(13)
C+ 6.50%
07/27/21
07/27/26
22,544
17,681
16,175
4.72
26,714
24,714
7.20
Cable & Satellite
Bulk Midco, LLC(15)(23)
P+ 5.25%
11.50%
06/08/18
06/08/23
14,922
14,891
14,323
4.18
Commodity Chemicals
Flexitallic Group SAS
SF+ 7.50%
11.20% (10.70% Cash + 0.50% PIK)
10/28/19
10/29/26
16,371
15,777
16,003
4.67
Construction Materials
Claridge Products and Equipment, LLC
L+ 6.50%
10.17%
12/30/20
12/29/25
7,582
7,484
7,280
2.11
Claridge Products and Equipment, LLC(7)(12)
Base rate+ 5.72%
11.84%
926
918
888
0.26
8,402
8,168
2.37
Data Processing & Outsourced Services
Escalon Services Inc.
L+ 10.31%
13.22% (11.72% Cash + 1.50% PIK)
12/04/20
12/04/25
17,278
16,599
17,797
5.19
Future Payment Technologies, L.P.
L+ 8.25%
10.81%
12/23/16
06/07/24
23,222
23,074
6.77
39,673
41,019
11.96
Distributors
Crown Brands LLC
SF+ 10.00%
12.95%
04/22/22
12/09/25
357
344
0.10
Crown Brands LLC(19)
L+ 10.50%
13.62%
12/15/20
01/08/26
4,386
4,318
2,851
0.83
Second Lien Secured Delayed Draw Loan
13.74%
651
0.12
5,326
3,618
1.05
Diversified Chemicals
Manchester Acquisition Sub LLC (d/b/a Draslovka Holding AS)
8.85%
11/16/21
11/16/26
7,940
7,575
7,246
Sklar Holdings, Inc. (d/b/a Starco)
L+ 9.75%
10.75% (8.75% Cash + 2.00% PIK)
11/13/19
05/13/23
7,353
7,292
6,695
1.95
14,867
13,941
4.06
Diversified Support Services
NNA Services, LLC
L+ 6.75%
10.42%
08/27/21
08/27/26
11,375
11,264
11,165
3.25
Education Services
EducationDynamics, LLC
10.05% (9.55% Cash + 0.50% PIK)
09/15/21
09/15/26
13,119
12,912
12,887
3.75
EducationDynamics, LLC(4)(7)
EducationDynamics, LLC(7)
P+ 5.50%
11.75%
240
234
0.07
EducationDynamics, LLC(4)
Subordinated Unsecured Term Loan
N/A
4.00%
03/15/27
167
0.05
13,315
13,285
3.87
Electric Utilities
CleanChoice Energy, Inc. (d/b/a CleanChoice)
L+ 7.25%
9.76%
10/12/21
10/12/26
10,500
10,331
10,408
3.03
Environmental & Facilities Services
Industrial Specialty Services USA LLC
9.92%
12/31/21
12/31/26
11,917
11,715
11,612
3.39
Industrial Specialty Services USA LLC(7)
9.18%
886
871
861
0.25
Solar Holdings Bidco Limited(5)(23)
SF+ 6.75%
9.74%
09/30/22
09/28/29
2,783
2,706
0.79
Solar Holdings Bidco Limited(5)(13)(23)
C+ 6.75%
10.92%
3,839
2,726
2,704
Solar Holdings Bidco Limited(5)(23)(24)
0.00%
S+ 6.75%
8.94%
169
182
184
53
51
Solar Holdings Bidco Limited(5)(7)(23)(24)(25)
18,251
18,108
Health Care Facilities
Bridgepoint Healthcare, LLC
L+ 7.75%
10.51%
10/05/21
10/05/26
10,562
10,392
10,337
3.01
Bridgepoint Healthcare, LLC(7)
(11)
10,318
Health Care Services
CHS Therapy, LLC
First Lien Secured Term Loan A
12.67% (12.17% Cash + 0.50% PIK)
06/14/24
7,125
7,079
2.08
First Lien Secured Term Loan C
10/07/20
877
869
Lab Logistics, LLC
SF+ 7.25%
10.16%
10/16/19
09/25/23
5,501
5,446
5,495
1.60
10.20%
5,144
5,135
1.50
PG Dental New Jersey Parent, LLC
12.57% (11.07% Cash + 1.50% PIK)
11/25/20
11/25/25
14,845
14,640
13,807
4.03
PG Dental New Jersey Parent, LLC(7)
352
347
308
0.09
33,516
32,756
9.56
Health Care Supplies
ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC)
L+ 7.50%
10.46%
02/23/22
02/23/28
21,627
21,141
21,281
6.20
ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC)(7)(12)
Base rate+ 6.51%
12.72%
2,106
2,058
2,073
0.60
23,199
23,354
6.80
Heavy Electrical Equipment
PPS CR Acquisition, Inc. (d/b/a Power Plant Services)
06/25/21
06/25/26
14,166
13,942
13,835
PPS CR Acquisition, Inc. (d/b/a Power Plant Services)(7)
07/11/22
(1)
06/25/24
104
103
63
0.02
14,045
13,897
4.05
Home Furnishings
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)
8.92%
20,895
20,555
20,630
6.01
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)(7)
Hollander Intermediate LLC (d/b/a Hollander Sleep Products, LLC)
2.00%
SF+ 8.75%
11.79%
09/19/22
09/21/26
4,891
4,849
4,671
1.36
25,404
25,311
7.37
Household Appliances
Token Buyer, Inc. (d/b/a Therm-O-Disc, Inc.)
SF+ 6.00%
9.70%
05/26/22
05/31/29
6,540
6,040
6,003
1.75
Household Products
The Kyjen Company, LLC (d/b/a Outward Hound)
SF+ 7.00%
10.31% (9.81% Cash + 0.50% PIK)
04/05/21
04/05/26
11,347
11,228
10,782
3.14
The Kyjen Company, LLC (d/b/a Outward Hound)(7)
9.88% (9.38% Cash + 0.50% PIK)
676
669
632
0.18
11,897
11,414
3.32
Industrial Machinery
Project Castle, Inc. (d/b/a Material Handling Systems, Inc.)
SF+ 5.50%
9.05%
06/09/22
06/01/29
8,376
7,541
2.20
Interactive Media & Services
MSI Information Services, Inc.
SF+ 7.75%
10.88%
04/25/22
04/24/26
7,851
7,711
7,647
2.23
MSI Information Services, Inc.(7)
P+ 6.75%
13.00%
300
295
286
8,006
7,933
2.31
Internet & Direct Marketing Retail
BBQ Buyer, LLC (d/b/a BBQ Guys)
L+ 10.00%
13.12% (11.12% Cash + 2.00% PIK)
08/28/20
08/28/25
12,719
12,533
12,616
3.68
04/29/22
2,593
2,553
2,559
0.75
Luxury Brand Holdings, Inc. (d/b/a Ross-Simons, Inc.)
9.31%
06/04/26
5,895
5,816
5,854
1.71
Potpourri Group, Inc.
9.75%
07/03/19
07/03/24
16,513
16,383
4.81
37,285
37,542
10.95
Investment Banking & Brokerage
JVMC Holdings Corp. (fka RJO Holdings Corp)
9.62%
02/28/19
02/28/24
12,077
12,043
3.52
IT Consulting & Other Services
ATSG, Inc.
9.42%
11/12/21
11/12/26
13,877
13,649
13,653
3.98
11
Leisure Facilities
Honors Holdings, LLC (d/b/a Orange Theory)(16)(23)
L+ 7.56%
10.73% (10.23% Cash + 0.50% PIK)
09/06/19
09/06/24
9,440
9,337
9,346
2.72
L+ 7.46%
10.80% (10.30% Cash + 0.50% PIK)
4,649
4,618
4,603
1.34
Lift Brands, Inc. (d/b/a Snap Fitness)
10.62%
06/29/20
06/29/25
5,588
5,541
5,533
1.61
First Lien Secured Term Loan B
9.50%
9.50% (0.00% Cash + 9.50% PIK)
1,330
1,314
1,302
0.38
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(9)
NA
1,268
1,265
1,084
0.32
22,075
21,868
6.37
Leisure Products
Playmonster Group LLC(6)(20)(21)
10.78% (2.78% Cash + 8.00% PIK)
01/24/22
06/08/26
3,565
3,509
1.02
Life Sciences Tools & Services
LSCS Holdings, Inc. (d/b/a Eversana Life Science Services, LLC)
11.67%
11/23/21
12/16/29
5,000
4,932
4,912
1.43
Office Services & Supplies
American Crafts, LC
L+ 8.50%
11.62%
05/28/21
05/28/26
8,139
8,050
7,114
2.07
01/25/22
1,367
1,344
1,195
0.35
Empire Office, Inc.
04/12/19
04/12/24
12,019
11,923
11,910
3.47
Empire Office, Inc.(4)
08/17/21
4,864
4,792
4,820
1.41
26,109
25,039
7.30
Packaged Foods & Meats
Lenny & Larry's, LLC(17)(23)
L+ 8.92%
11.74% (10.03% Cash + 1.71% PIK)
05/15/18
05/15/23
11,201
11,175
10,922
3.19
Paper Packaging
Max Solutions Inc.
10.21%
09/29/22
09/29/28
8,264
8,099
2.35
Max Solutions Inc.(7)
Max Solutions Inc.(7)(13)
Personal Products
Inspired Beauty Brands, Inc.
9.91%
12/30/25
11,804
11,650
11,509
3.36
Inspired Beauty Brands, Inc.(7)
Sunless, Inc.
06/30/22
08/13/25
2,092
2,053
2,063
13,703
13,566
3.96
Research & Consulting Services
Aeyon LLC(23)
SF+ 8.88%
02/10/22
02/10/27
8,933
8,777
8,858
2.58
ALM Media, LLC
11/25/19
11/25/24
13,584
13,467
13,458
3.92
22,244
22,316
6.50
12
Specialized Consumer Services
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)
9.55%
11/16/27
11,830
11,628
11,558
3.37
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)(4)(7)
(24)
HC Salon Holdings, Inc. (d/b/a Hair Cuttery)
09/30/21
09/30/26
11,550
11,365
HC Salon Holdings, Inc. (d/b/a Hair Cuttery)(7)
True Blue Car Wash, LLC(23)
SF+ 6.88%
10.01%
10/17/19
10/17/24
9,969
9,876
9,898
2.89
True Blue Car Wash, LLC(7)(23)
4,186
4,124
4,103
1.20
36,993
37,096
10.82
Specialized Finance
WHF STRS Ohio Senior Loan Fund LLC(4)(5)(9)(14)
Subordinated Note
9.13%
07/19/19
80,000
23.32
Systems Software
Arcstor Midco, LLC (d/b/a Arcserve (USA), LLC
03/16/21
03/16/27
19,256
18,970
17,525
5.11
Technology Hardware, Storage & Peripherals
Telestream Holdings Corporation
SF+ 9.25%
12.11%
10/15/20
10/15/25
15,886
15,570
15,874
4.63
Telestream Holdings Corporation(7)
12.30%
927
909
935
0.27
05/12/22
16,479
16,809
4.90
Total Debt Investments
727,213
716,495
208.83
Equity Investments(22)
Advertising
Avision Holdings, LLC (d/b/a Avision Sales Group)(4)
Class A LLC Interests
12/15/21
201
251
219
0.06
Motivational CIV, LLC (d/b/a Motivational Fulfillment)(4)
Class B Units
1,250
606
PFB Holdco, Inc. (d/b/a PFB Corporation)(4)(13)
Class A Units
603
Escalon Services Inc.(4)
Warrants
709
476
2,368
0.69
Quest Events, LLC(4)
Preferred Units
12/28/18
12/08/25
60
ImageOne Industries, LLC(4)
Common A Units
09/20/19
227
84
333
0.04
Eddy Acquisitions, LLC (d/b/a EducationDynamics, LLC)(4)
12.00%
118
0.03
BPII-JL Group Holdings LP (d/b/a Juniper Landscaping Holdings LLC)(4)
12/29/21
83
825
661
0.19
13
BL Products Parent, LP (d/b/a Bishop Lifting Products, Inc.)(4)
02/01/22
667
668
What If Media Group, LLC(4)
Common Units
07/02/21
851
2,327
0.68
BBQ Buyer, LLC (d/b/a BBQ Guys)(4)
1,100
1,954
0.57
Ross-Simons Topco, LP (d/b/a Ross-Simons, Inc.)(4)
8.00%
8.00% PIK
600
514
816
0.24
1,614
2,770
0.81
Arcole Holding Corporation(4)(5)(6)(18)
10/01/20
6,944
6,295
1.84
CX Holdco LLC (d/b/a Cennox Inc.)(4)
05/04/21
972
1,457
0.42
Keras Holdings, LLC (d/b/a KSM Consulting, LLC)(4)
12/31/20
496
361
0.11
1,468
1,818
0.53
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(4)
Class A Common Stock
1,941
157
06/28/28
793
64
2,734
221
Playmonster Group Equity, Inc. (d/b/a Playmonster Group LLC)(4)(6)(8)(21)
Preferred Stock
14.00%
14.00% PIK
36
3,600
2,099
0.62
Playmonster Group Equity, Inc. (d/b/a Playmonster Group LLC)(4)(6)(21)
72
460
4,060
Other Diversified Financial Services
SFS Global Holding Company (d/b/a Sigue Corporation)(4)
06/28/18
12/28/25
Sigue Corporation(4)
2,890
3,823
1.11
Max Solutions Inc.(4)
400
Camp Facility Services Parent, LLC (d/b/a Camp Construction Services, Inc.)(4)
10.00%
10.00% PIK
15
840
853
WHF STRS Ohio Senior Loan Fund(4)(5)(14)
LLC Interests
20,000
22,066
6.43
Total Equity Investments
46,193
48,059
14.03
Total Investments
773,406
222.86
14
Forward Currency Contracts
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized appreciation
Unrealized depreciation
Morgan Stanley
C$
199
CAD
155
USD
10/28/22
Total
16
Consolidated Schedule of Investments
I&I Sales Group, LLC (d/b/a Avision Sales Group)
7.00%
12/15/26
9,286
9,102
9,100
2.60
I&I Sales Group, LLC (d/b/a Avision Sales Group)(4)(7)
396
388
I&I Sales Group, LLC (d/b/a Avision Sales Group)(7)
9,490
9,488
2.71
4,937
4,906
ITS Buyer Inc. (d/b/a ITS Logistics, LLC)
12/22/21
06/15/26
3,612
3,540
3,539
1.01
ITS Buyer Inc. (d/b/a ITS Logistics, LLC)(7)
7.25%
11,789
11,575
11,646
3.33
20,021
20,129
5.75
14,586
14,700
4.20
Education Networks of America, Inc.
L+ 5.50%
6.50%
11/30/21
10/27/26
4,719
4,511
4,508
1.29
3,213
3,195
0.92
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)(7)
168
22,460
22,590
6.46
1.03%
9.02%
15,286
15,193
4.37
7.50%
8,027
2.30
Drew Foam Companies Inc.
11/05/20
11/05/25
7,207
7,094
7,183
2.05
LHS Borrower, LLC (d/b/a Leaf Home, LLC)
7.75%
09/30/20
09/30/25
9,506
9,416
2.69
LHS Borrower, LLC (d/b/a Leaf Home, LLC)(7)
2.45%
CP+ 5.50%
7.95%
9,027
6,923
6,998
2.00
3.25%
8.75%
2,198
22,977
17,975
17,841
5.10
Trimlite Buyer LLC (d/b/a Trimlite LLC)(5)(7)
164
43,653
43,757
12.51
Bulk Midco, LLC(15)
L+ 7.24%
8.24%
14,936
14,526
4.15
8.50% (8.00% Cash + 0.50% PIK)
15,722
15,047
15,172
4.34
Construction & Engineering
Road Safety Services, Inc.
03/18/25
4,099
4,017
1.15
Tensar Corporation
11/20/20
08/20/25
6,930
6,797
7,069
2.02
10,814
11,086
3.17
7,640
7,518
7,469
2.14
Claridge Products and Equipment, LLC(7)
211
207
204
7,725
7,673
Consumer Finance
Maxitransfers Blocker Corp.
10/07/25
8,590
8,436
2.46
Maxitransfers Blocker Corp.(4)
1,038
1,019
0.30
9,455
9,628
2.76
L+ 13.50%
14.50% (13.00% Cash + 1.50% PIK)
8,046
7,490
9.25%
24,000
23,811
23,925
6.84
31,301
31,971
9.14
Department Stores
Mills Fleet Farm Group, LLC
10/24/18
10/24/24
13,538
13,331
4,382
4,299
3,505
1.00
650
520
0.15
4,949
4,025
12,000
11,348
11,340
3.24
7,389
7,295
7,020
2.01
18,643
18,360
5.25
11,594
11,459
11,460
3.28
8.00% (7.50% Cash + 0.50% PIK)
13,318
13,068
13,064
3.74
13,235
13,231
3.79
8.25%
10,299
10,296
2.94
Electronic Equipment & Instruments
LMG Holdings, Inc.
04/30/21
04/30/26
6,802
6,684
6,687
1.91
LMG Holdings, Inc.(7)
18
12,007
11,767
Juniper Landscaping Holdings LLC
12/29/26
11,420
11,221
11,220
3.21
Juniper Landscaping Holdings LLC(7)
597
586
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac)
8,775
8,600
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac)(7)
32,174
32,173
9.20
10,979
10,770
10,769
3.08
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA)
8.50%
06/22/23
4,278
4,214
4,235
1.21
3,052
3,008
3,027
0.87
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA)(7)
Grupo HIMA San Pablo, Inc.(7)
Superpriority Delayed Draw Loan
11/24/21
11/24/23
568
0.16
Grupo HIMA San Pablo, Inc.(8)(21)
Amended Term Loan
9.00%
10.50% (0.00% Cash + 10.50% PIK)
1,708
1,704
0.49
Grupo HIMA San Pablo, Inc.(8)
05/05/19
04/30/19
3,476
1,169
0.33
10.50%
02/01/13
4,097
1.17
L+ 15.75%
15.75% (13.75% Cash + 2.00% PIK)
07/31/18
1,028
1,024
36,949
25,576
7.31
10.50% (10.00% Cash + 0.50% PIK)
7,242
7,175
891
879
DCA Investment Holding, LLC (d/b/a Dental Care Alliance, LLC)
03/12/21
03/12/27
7,025
6,933
6,988
DCA Investment Holding, LLC (d/b/a Dental Care Alliance, LLC)(7)
678
672
688
0.20
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)
12/04/24
17,366
4.97
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)(7)
2,550
2,517
2,534
0.72
P+ 5.75%
142
139
147
1,155
1,140
5,183
5,166
1.48
L+ 9.25%
10.25% (8.75% Cash + 1.50% PIK)
15,448
15,178
14,212
702
689
631
57,609
57,037
16.30
11,123
10,924
10,975
113
11,027
11,088
19
20,034
19,651
19,645
5.62
Sure Fit Home Products, LLC
10.75%
04/12/21
07/13/23
4,828
4,372
1.25
24,479
24,017
6.87
11,403
11,257
11,383
385
380
390
11,637
11,773
What If Holdings, LLC (d/b/a What If Media Group, LLC)
10/02/19
10/02/24
18,848
18,609
18,759
5.36
11.50% (9.50% Cash + 2.00% PIK)
12,623
12,388
3.61
BBQ Buyer, LLC (d/b/a BBQ Guys)(7)
12/02/21
2,573
2,523
5,940
5,844
1.70
Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)
08/06/21
07/01/25
4,277
4,200
4,206
17,148
16,955
41,910
42,440
12.13
12,729
12,674
3.64
AST-Applications Software Technology LLC
9.00% (8.00% Cash + 1.00% PIK)
01/10/17
01/10/23
3,958
3,943
1.13
14,008
3.93
17,679
17,694
5.06
Honors Holdings, LLC (d/b/a Orange Theory)(16)
L+ 7.96%
8.96% (8.46% Cash + 0.50% PIK)
9,315
9,296
2.66
L+ 7.58%
8.58% (8.08% Cash + 0.50% PIK)
4,611
4,578
1.31
5,631
5,570
5,546
1.59
1,279
1,259
1,239
1,219
22,020
21,878
6.26
PlayMonster LLC(8)
06/07/21
06/07/26
6,000
5,894
3,900
1.12
PlayMonster LLC(7)(8)
224
(828)
(0.24)
6,115
3,072
0.88
4,925
20
8,434
8,325
2.38
12,656
12,507
12,589
3.60
Empire Office, Inc.(4)(7)
20,832
20,921
5.98
Lenny & Larry's, LLC(17)
L+ 8.40%
9.40% (7.68% Cash + 1.72% PIK)
11,142
11,084
10,862
3.11
12,252
12,055
12,260
Real Estate Operating Companies
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
10/19/21
10/19/26
4,875
4,781
4,780
1.37
HRG Management, LLC (d/b/a HomeRiver Group, LLC)(7)
653
644
5,425
5,431
1.56
14,175
14,011
13,996
4.00
Nelson Worldwide, LLC
L+ 10.25%
11.25% (10.25% Cash + 1.00% PIK)
01/09/18
01/09/23
10,027
9,976
9,826
2.81
23,987
23,822
6.81
13,000
12,745
12,742
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)(7)
11,638
11,417
11,416
3.26
True Blue Car Wash, LLC
L+ 6.82%
7.82%
8,203
8,087
8,130
True Blue Car Wash, LLC(7)
3,103
3,073
3,098
0.89
35,322
35,385
10.11
6.61%
60,000
17.16
19,354
19,018
19,160
5.48
Source Code Holdings, LLC (d/b/a Source Code Corporation)
07/30/21
07/30/27
7,629
7,487
7,489
Source Code Holdings, LLC (d/b/a Source Code Corporation)(7)
L+ 8.75%
15,079
14,713
4.31
530
517
549
22,717
23,117
6.61
794,969
781,049
223.32
Equity Investments
200
250
427
893
317
158
Lab Logistics, LLC(4)(20)
10/29/19
857
1,018
0.29
850
1,398
2,442
0.70
Ross-Simons Topco, LP(4)
786
0.22
1,700
3,228
1.97
0.28
0.14
188
264
SFS Global Holding Company(4)
3,492
15,607
4.46
36,991
38,159
10.92
831,960
234.24
24
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 - ORGANIZATION
WhiteHorse Finance, Inc. (“WhiteHorse Finance” and, together with its subsidiaries, the “Company”) is an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, WhiteHorse Finance elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). WhiteHorse Finance’s common stock trades on the Nasdaq Global Select Market under the symbol “WHF.”
The Company’s investment objective is to generate attractive risk-adjusted returns primarily by originating and investing in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest index rate such as LIBOR or SOFR and have a term of three to six years. While the Company focuses principally on originating senior secured loans to lower middle market companies, it may also opportunistically make investments at other levels of a company’s capital structure, including mezzanine loans or equity interests and may receive warrants to purchase common stock in connection with its debt investments.
WhiteHorse Finance’s investment activities are managed by H.I.G. WhiteHorse Advisers, LLC (“WhiteHorse Advisers” or the “Investment Adviser”). H.I.G. WhiteHorse Administration, LLC (“WhiteHorse Administration” or the “Administrator”) provides administrative services necessary for the Company to operate.
Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause WhiteHorse Advisers to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related regulations promulgated by the U.S. Commodity Futures Trading Commission (the “CFTC”). On January 23, 2020, WhiteHorse Advisers claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company (the “Exclusion”) and, therefore, WhiteHorse Advisers is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company. WhiteHorse Advisers has affirmed the Exclusion on February 17, 2022 and intends to continue to affirm the Exclusion on an annual basis.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of WhiteHorse Finance and its wholly owned subsidiaries, WhiteHorse Finance Credit I, LLC (“WhiteHorse Credit”), and its subsidiary WhiteHorse Finance (CA), LLC (“WhiteHorse California”), WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings, LLC and WhiteHorse Finance Holdings, LLC. The Company meets the definition of an investment company under Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies, and therefore applies the accounting and reporting guidance discussed therein to its consolidated financial statements. All significant intercompany balances and transactions have been eliminated.
Additionally, the accompanying consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, the consolidated financial statements reflect all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial results as of and for the periods presented.
Principles of Consolidation: Under the investment company rules and regulations pursuant to ASC Topic 946, WhiteHorse Finance is precluded from consolidating any entity other than another investment company. As provided under ASC Topic 946, WhiteHorse Finance generally consolidates any investment company when it owns 100% of its partners’ or members’ capital or equity units. The Company does not consolidate its investment in STRS JV. See further description in Note 4.
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from those estimates.
Fair Value of Financial Instruments: The Company determines the fair value of its financial instruments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
The Company values its investments in accordance with the 1940 Act and Rule 2a-5 thereunder, which sets forth the requirements for determining fair value in good faith. Pursuant to Rule 2a-5, the board of directors has designated the Investment Adviser to determine the fair value of the Company’s investments. The board of directors oversees the Investment Adviser’s performance of its valuation responsibilities, and in support of this oversight, the Investment Adviser provides periodic reports to the Company’s board of directors related to the fair valuation process. The Investment Adviser carries out its responsibilities as valuation designee primarily through its valuation committee (the “Valuation Committee”), assisted by third-party valuation firms, administrative personnel, and other service providers, as appropriate. The Valuation Committee consists of a number of representatives from different functions of the Investment Adviser. The Investment Adviser conducts the fair valuation process on a quarterly basis, subject to the oversight of the Company’s board of directors through the audit committee, using consistently applied valuation procedures. In accordance with the Company’s valuation procedures, the Investment Adviser performs periodic testing of the appropriateness and accuracy of fair value methodologies, and has established a process for approving, monitoring, and evaluating independent pricing service providers. Effective September 8, 2022, the board of directors designated the Investment Adviser as the Company’s valuation designee.
Investments that are not publicly traded or for which market prices are not readily available will be valued based on the input of the Investment Adviser and independent third-party valuation firms engaged to review Company investments. These external reviews are used by the Company’s Investment Adviser, subject to the oversight of the board of directors, to review the Company’s internal valuation of investments during the year.
Investment Transactions: The Company records investment transactions on a trade date basis. These transactions may settle subsequent to the trade date depending on the transaction type. Certain expenses related to legal and tax consultation, due diligence, rating fees, valuation expenses and independent collateral appraisals may arise when the Company makes certain investments. These expenses are recognized in the consolidated statements of operations as they are incurred.
Foreign currency translation: The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of assets other than investments and liabilities are included with the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the consolidated statements of operations.
26
Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue Recognition: The Company’s revenue recognition policies are as follows:
Sales: Realized gains or losses on the sales of investments are calculated by using the specific identification method.
Investment Income: Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. The Company may also receive closing, commitment, prepayment, amendment and other fees from portfolio companies in the ordinary course of business.
Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Closing fees associated with investments in portfolio companies are deferred and recognized as interest income over the respective terms of the applicable loans. Upon the prepayment of a loan or debt security, any unamortized loan closing fees are recorded as part of interest income. Commitment fees are based upon the undrawn portion committed by the Company and are recorded as interest income on an accrual basis. Prepayment, amendment and other fees are recognized when earned, generally when such fees are receivable, and are included in fee income on the consolidated statements of operations.
The Company may invest in loans that contain a PIK interest rate provision. PIK interest is accrued at the contractual rates and added to loan principal on the reset dates to the extent such amounts are expected to be collected.
Non-accrual loans: Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected. The Company may conclude that non-accrual status is not required if the loan has sufficient collateral value and is in the process of collection. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.
Cash and Cash Equivalents: Cash and cash equivalents include cash, deposits with financial institutions, and short-term liquid investments in money market funds with original maturities of three months or less.
Restricted Cash and Cash Equivalents: Restricted cash and cash equivalents include amounts that are collected and held by the trustee appointed as custodian of the assets securing the Credit Facility (as defined in Note 6). Restricted cash is held by the trustee for the payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Restricted cash that represents interest or fee income is transferred to unrestricted cash accounts by the trustee generally once a quarter after the payment of operating expenses and amounts due under the Credit Facility.
Offering Costs: The Company may incur legal, accounting, regulatory, investment banking and other costs in relation to equity offerings. Offering costs are deferred and charged against paid-in capital in excess of par on completion of the related offering.
Deferred Financing Costs: Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts are amortized and are included in interest expense in the consolidated statements of operations over the estimated life of the borrowings. Deferred financing costs are presented in
27
the consolidated statements of assets and liabilities as a direct reduction from the carrying amount of the related debt liability.
Income Taxes: The Company elected to be treated as a RIC under Subchapter M of the Code. In order to maintain its status as a RIC, among other requirements, the Company is required to distribute dividends for U.S. federal income tax purposes to its stockholders each taxable year generally of an amount at least equal to 90% of the sum of ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, the Company will incur a nondeductible excise tax equal to 4% of the amount by which (1) 98% of ordinary income for the calendar year (taking into account certain deferrals and elections), (2) 98.2% of capital gains in excess of capital losses, adjusted for certain ordinary losses, for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and capital gain income for preceding years that were not distributed during such years and on which the Company incurred no U.S. federal income tax exceed distributions for the year. The Company accrues estimated excise tax on the amount, if any, that estimated taxable income is expected to exceed the level of stockholder distributions described above.
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statement is the largest benefit or expense that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Any tax positions not deemed to satisfy the more-likely-than-not threshold are reversed and recorded as tax benefit or tax expense, as appropriate, in the current year. Management has analyzed the Company’s tax positions, and the Company has concluded that the Company did not have any unrecognized tax benefits or unrecognized tax liabilities related to uncertain tax positions as of September 30, 2022 and December 31, 2021.
Penalties or interest that may be assessed related to any income taxes would be classified as general and administrative expenses on the consolidated statements of operations. The Company had no amounts accrued for interest or penalties as of September 30, 2022 or December 31, 2021. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company’s tax returns are subject to examination by federal, state and local taxing authorities. Because many types of transactions are susceptible to varying interpretations under U.S. federal and state income tax laws and regulations, the amounts reported in the accompanying consolidated financial statements may be subject to change at a later date by the respective taxing authorities. Tax returns for each of the federal tax years since 2018 remain subject to examination by the Internal Revenue Service.
As of September 30, 2022 and December 31, 2021, the cost of investments for federal income tax purposes was $776,044 and $835,502 resulting in net unrealized depreciation of $11,490 and $16,293, respectively. This is comprised of gross unrealized appreciation of $12,146 and $10,770 and gross unrealized depreciation of $23,636 and $27,062, on a tax basis, as of September 30, 2022 and December 31, 2021, respectively.
Dividends and Distributions: Dividends and distributions to common stockholders are recorded on the ex-dividend date. Quarterly distribution payments are determined by the Company’s board of directors and are paid from taxable earnings estimated by management and may include a return of capital and/or capital gains. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company maintains an “opt out” dividend reinvestment plan (“DRIP”) for common stockholders. As a result, if the Company declares a distribution or other dividend, stockholders’ cash distributions will be automatically reinvested in additional shares of common stock, unless they specifically “opt out” of the DRIP so as to receive cash distributions.
Earnings per Share: The Company calculates earnings per share as earnings available to stockholders divided by the weighted average number of shares outstanding during the period.
Risks and Uncertainties: In the normal course of business, the Company encounters primarily two significant types of economic risks: credit and market. Credit risk is the risk of default on the Company’s investments that result from an issuer’s, borrower’s or derivative counterparty’s inability or unwillingness to make contractually required payments.
28
Market risk reflects changes in the value of investments due to changes in interest rates, spreads or other market factors, including the value of the collateral underlying investments held by the Company. Refer to “COVID-19 Developments” section in Note 8. Management believes that the carrying value of the Company’s investments are fairly stated, taking into consideration these risks along with estimated collateral values, payment histories and other market information.
Reclassifications: Certain amounts in the consolidated financial statements have been reclassified. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations or cash flows as previously reported.
Recent Accounting Pronouncements: In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction. The guidance also requires specific disclosures related to equity securities that are subject to contractual sale restrictions. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on its consolidated financial statements.
In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met. The guidance is effective from March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 on its consolidated financial statements.
NOTE 3 - FORWARD CURRENCY CONTRACTS
The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.
The Company utilizes forward foreign currency exchange contracts to protect itself against fluctuations in exchange rates. The Company may choose to renew contracts quarterly unless otherwise settled by the Company or the counterparty.
The following table provides a breakdown of our forward currency contracts for the three and nine months ended September 30, 2022 and 2021:
Realized gain (loss) on forward currency contracts
Unrealized appreciation (depreciation) on forward currency contracts
Total net realized and unrealized gains (losses) on forward currency contracts
183
29
The value associated with unrealized gain or loss on open contracts is included in unrealized appreciation or depreciation on forward currency contracts within the consolidated statements of assets and liabilities. Open contracts as of September 30, 2022 were as follows:
The following table is a summary of the average USD notional exposure to foreign currency forward contracts for the three and nine months ended September 30, 2022 and 2021:
Average USD notional outstanding
Forward currency contracts
13,980
4,754
The foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period. The value associated with unrealized gain or loss on open contracts is included in unrealized appreciation or depreciation on forward currency contracts within the consolidated statements of assets and liabilities.
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation or depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of September 30, 2022.
As of September 30, 2022
Counterparty ($ in thousands)
Derivative AssetsSubject to MasterNetting Agreement
DerivativeLiabilities Subjectto Master NettingAgreement
Derivatives Available for Offset
Non-cashCollateralReceived
Non-cashCollateralPledged(1)
Cash CollateralReceived(1)
Cash CollateralPledged(1)
Net Amount ofDerivativeAssets(2)
Net Amount ofDerivativeLiabilities(3)
As of December 31, 2021, the Company did not have any outstanding derivative instruments.
30
NOTE 4 - INVESTMENTS
Investments consisted of the following:
As of December 31, 2021
Amortized Cost
Fair Value
First lien secured loans
622,517
615,945
709,318
697,232
Second lien secured loans
24,529
20,383
25,484
23,650
Subordinated unsecured loans
Subordinated Note to STRS JV
Equity (excluding STRS JV)
26,193
25,993
21,991
22,552
Equity in STRS JV
31
The following table shows the portfolio composition by industry grouping at fair value:
Industry ($ in thousands)
9,738
1.3
16,046
2.4
21,379
2.9
1.8
2.7
3.0
1.5
2.2
2.1
1.2
1.1
25,317
3.8
44,184
5.9
2.0
1.0
43,387
6.5
32,864
4.4
0.5
2.5
11,309
1.7
11,618
1.6
13,403
13,398
1.4
0.9
18,769
2.8
32,998
3.4
4.9
58,055
7.8
3.5
3.2
8,209
10,260
20,157
40,312
6.1
45,668
18,372
19,603
2.6
15,471
2.3
19,162
22,089
3.3
22,142
5,608
0.4
0.8
0.7
8,499
37,949
5.7
36,225
Specialized Finance(1)
3.1
Total(1)
662,488
100.0
743,601
32
As of September 30, 2022, the portfolio companies underlying the investments are all located in the United States and its territories, except for JZ Capital Partners Ltd., which is domiciled in Guernsey, Solar Holdings Bidco Limited, which is domiciled in the United Kingdom, and Arcole Acquisition Corp and Trimlite Buyer, LLC, which are domiciled in Canada. As of September 30, 2022 and December 31, 2021, the weighted average remaining term of the Company’s debt investments, excluding non-accrual investments, were approximately 3.5 years and 3.8 years, respectively.
As of September 30, 2022 there were no loans on non-accrual status. As of December 31, 2021, the total fair value of non-accrual loans was $10,046.
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An affiliated company is generally a portfolio company in which the Company owns 5% or more of its voting securities. A controlled affiliated company is generally a portfolio company in which the Company owns more than 25% of its voting securities or has the power to exercise control over its management or policies (including through a management agreement). The following table presents the schedule of investments in and advances to affiliated and controlled persons (as defined by the 1940 Act) as of and for the nine months ended September 30, 2022:
Dividends and
Beginning
Net Change in
Ending Fair
interest
Fair Value at
Net
Unrealized
Value at
Type of
included in
December 31,
Realized
Appreciation
September 30,
Affiliated Person(1)
Asset
income
Purchases
Sales
Gain (Loss)
(Depreciation)
Non-controlled affiliates
Arcole Holding Corporation
Equity
(579)
PlayMonster LLC
1,088
(1,088)
Playmonster Group LLC
First Lien Secured Loan
215
(56)
Playmonster Group Equity, Inc. (d/b/a PlayMonster)
Preferred Equity
(1,501)
Common Equity
(460)
Total Non-controlled affiliates
489
8,713
Controlled affiliates
WHF STRS Ohio Senior Loan Fund LLC*
Total Controlled affiliates
9,381
*
The Company and STRS Ohio are the members of STRS JV, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in STRS JV in the form of limited liability company (“LLC”) equity interests and interest-bearing subordinated notes as STRS JV makes investments, and all portfolio and other material decisions regarding STRS JV must be submitted to STRS JV’s board of managers which is comprised of an equal number of members appointed by each of the Company and STRS Ohio. Because management of STRS JV is shared equally between the Company and STRS Ohio, the Company does not believe it controls STRS JV for purposes of the 1940 Act or otherwise.
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On January 24, 2022, as part of a restructuring agreement between the Company and PlayMonster LLC, the Company’s first lien secured term loan and delayed draw loan investments to PlayMonster LLC, with a total cost basis of $7,045, converted into a new first lien secured term loan, preferred stock and common stock of Playmonster Group LLC. On June 24, 2022, the PlayMonster LLC first lien secured revolving loan investment was fully realized. A portion of the PlayMonster LLC first lien secured revolving loan investment restructured into the existing Playmonster Group LLC first lien secured term loan, with a total cost basis of $437.
For the nine months ended September 30, 2022, the Company recovered $1,725 on an equity investment to the RCS Creditor Trust Class B Units and is reported as a non-controlled affiliate realized gain in the consolidated statements of operations. The Company previously recovered $562 on the RCS Creditor Trust Class B Units during the three months ended December 31, 2021.
The following table presents the schedule of investments in and advances to affiliated and controlled persons (as defined by the 1940 Act) as of and for the year ended December 31, 2021:
Beginning Fair
2020
897
6,448
426
NMFC Senior Loan Program I LLC Units
293
9,269
(10,000)
761
1,190
15,717
1,187
3,307
41,073
18,927
4,907
10,167
4,732
708
8,214
51,240
23,659
The Company and STRS Ohio are the members of STRS JV, a joint venture formed as a Delaware LLC that is not consolidated by either member for financial reporting purposes. The members make investments in STRS JV in the form of LLC equity interests and interest-bearing subordinated notes as STRS JV makes investments, and all portfolio and other material decisions regarding STRS JV must be submitted to STRS JV’s board of managers which is comprised of an equal number of members appointed by each of the Company and STRS Ohio. Because management of STRS JV is shared equally between the Company and STRS Ohio, the Company does not believe it controls STRS JV for purposes of the 1940 Act or otherwise.
WHF STRS Ohio Senior Loan Fund LLC
On January 14, 2019, the Company entered into an LLC operating agreement with STRS Ohio to co-manage a newly formed joint venture investment company, STRS JV, a Delaware LLC. STRS Ohio and the Company committed to provide up to $125,000 of subordinated notes and equity to STRS JV, with STRS Ohio providing up to $50,000 and the Company providing up to $75,000, respectively. In July 2019, STRS JV formally launched operations. STRS JV invests primarily in lower middle market, senior secured debt facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest index rate such as LIBOR or SOFR and have a term of three to six years.
In February 2022, the Company increased its capital commitment to the STRS JV in the amount of an additional $25,000, which brings the Company’s total capital commitment to $100,000, comprised of $80,000 of subordinated notes and $20,000 of LLC equity interests. In connection with this increase in the Company’s capital commitment, the Company and STRS Ohio’s amended economic ownership in the STRS JV is approximately 66.67% and 33.33%, respectively.
As of September 30, 2022 and December 31, 2021, STRS JV had total assets of $306,392 and $273,523, respectively. STRS JV’s portfolio consisted of debt investments in 28 portfolio companies as of September 30, 2022 and December 31, 2021. As of September 30, 2022 and December 31, 2021, the largest investment by aggregate principal amount (including any unfunded commitments) in a single portfolio company in STRS JV’s portfolio was $20,086 and $23,483, respectively. The five largest investments in portfolio companies by fair value in STRS JV totaled $77,439 and $83,057 as of September 30, 2022 and December 31, 2021, respectively. STRS JV invests in portfolio companies in the same industries in which the Company may directly invest.
The Company provides capital to STRS JV in the form of LLC equity interests and through interest-bearing subordinated notes. As of September 30, 2022, the Company and STRS Ohio owned 66.67% and 33.33%, respectively, of the LLC equity interests of STRS JV. As of December 31, 2021, the Company and STRS Ohio owned 60% and 40%, respectively, of the LLC equity interests of STRS JV. The Company’s investment in STRS JV consisted of equity contributions of $20,000 and $15,000 and advances of the subordinated notes of $80,000 and $60,000 as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $20,000 and $80,000, respectively, both of which were fully funded. As of December 31, 2021, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, respectively, both of which were fully funded.
The Company and STRS Ohio each appoint two members to STRS JV’s four-person board of managers. All material decisions with respect to STRS JV, including those involving its investment portfolio, require unanimous approval of a quorum of the board of managers. Quorum is defined as (i) the presence of two members of the board of managers; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of managers; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; or (iii) the presence of four members of the board of managers; provided that two individuals are present that were elected, designated or appointed by each member.
On July 19, 2019, STRS JV entered into a $125,000 credit and security agreement (the “STRS JV Credit Facility”) with JPMorgan Chase Bank, National Association (“JPMorgan”). On January 27, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, increase the size of the STRS JV Credit Facility from $125,000 to $175,000. On April 28, 2021, the terms of the STRS JV Credit Facility were amended and restated to, among other things, enable borrowings in British pounds or euros. On July 15, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, allow STRS JV to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from January 19, 2022 to January 19, 2023, extend the end of the reinvestment period from July 19, 2022 to July 19, 2023 and extend the scheduled termination date from July 19, 2024 to July 19, 2025.
On March 11, 2022, the terms of the STRS JV Credit Facility were further amended to, among other things, (i) permanently increase STRS Credit’s availability under the Credit Facility from $175,000 to $225,000, (ii) increase the minimum funding amount from $131,250 to $168,750, and (iii) apply an annual interest rate equal to the applicable SOFR plus 2.50% to USD borrowings greater than $175,000 in the Credit Facility.
As of September 30, 2022, the STRS JV Credit Facility had $225,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a floating index rate such as LIBOR, SONIA or CDOR plus 2.35% for borrowings up to $175,000 and SOFR plus 2.50% for USD borrowings above $175,000. The final maturity date of the STRS JV Credit Facility is July 19, 2025. As of September 30, 2022, STRS JV had $151,127 of outstanding borrowings and a weighted average effective interest rate of 3.3% per annum under the STRS JV Credit Facility. As of September 30, 2022, the interest rate outstanding under the STRS JV Credit Facility was 5.1%.
As of December 31, 2021, the STRS JV Credit Facility had $175,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a floating index rate such as LIBOR, SONIA or CDOR plus 2.35%. As of December 31, 2021, STRS JV had $146,782 of outstanding borrowings and an effective interest rate of 2.5% per annum under the STRS JV Credit Facility.
37
Below is a listing of STRS JV’s individual investments as of September 30, 2022:
AcquisitionDate(4)
FairValue(5)
L+ 5.75%
02/18/22
9,216
9,061
9,074
I&I Sales Group, LLC (d/b/a Avision Sales Group)(6)
03/11/22
714
707
9,763
9,782
ITS Buyer Inc.
9.67%
02/17/22
3,589
3,531
3,553
3,557
MEP-TS Midco, LLC (d/b/a Tax Slayer)
8.88%
01/21/21
13,387
13,183
13,411
Drew Foam Companies Inc
11/09/20
14,305
14,125
9.63%
12/31/19
8,625
8,534
Geo Logic Systems Ltd.(7)
01/22/20
12/19/24
20,225
15,497
14,505
14,507
Quest Events, LLC
12/28/24
11,926
11,838
11,317
468
464
424
12,302
06/28/21
13,501
13,303
13,229
10.09%
265
256
13,564
13,485
03/01/22
11,334
11,151
Juniper Landscaping Holdings LLC(6)
WH Lessor Corp. (d/b/a Waste Harmonics, LLC)
L+ 5.59%
8.70%
12/26/24
7,412
18,577
18,641
38
Smalto Inc. (d/b/a PEMCO International)(9)
E + 6.25%
05/04/22
04/28/28
6,659
6,876
6,364
Smalto Inc. (d/b/a PEMCO International)
9.19%
1,014
995
996
04/29/27
419
437
7,773
BLP Buyer, Inc. (d/b/a Bishop Lifting Products, Inc.)
9.03%
02/01/27
8,066
8,080
274
269
271
Pennsylvania Machine Works, LLC (d/b/a Penn Western)
SF+ 6.25%
10.06%
03/25/22
03/08/27
6,925
6,833
15,168
15,276
9.57%
19,105
18,901
19,114
TOUR Intermediate Holdings, LLC
05/19/20
05/15/25
3,182
3,150
2,505
2,493
5,643
5,687
Cennox Holdings Limited (d/b/a Cennox)(8)
First lien Secured Term Loan
7.69%
07/16/21
05/04/26
2,844
3,868
3,140
Cennox Holdings Limited (d/b/a Cennox)(9)
9.78%
06/28/22
9,482
9,845
9,205
First lien Secured Revolving Loan
8.03%
450
680
502
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)
01/27/21
11,179
11,018
11,011
9.04%
3,014
2,967
2,969
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)(6)
9.20%
533
526
525
Turnberry Solutions, Inc.
08/10/21
09/02/26
6,103
6,008
5,973
P+ 5.00%
11.25%
34,933
33,342
Unleashed Brands, LLC (d/b/a Unleashed Brands Group)
8.62%
11/19/26
3,887
3,854
Unleashed Brands, LLC (d/b/a Unleashed Brands Group)(6)
5,133
5,091
5,151
8,945
9,044
Poultry Holdings LLC (HPP)
10.38% (8.88% Cash + 1.50% PIK)
10/21/19
06/28/25
7,117
6,914
Stella & Chewy's LLC
12.24% (10.24% Cash + 2.00% PIK)
12/29/20
12/16/25
3,874
3,826
3,758
11.92% (9.92% Cash + 2.00% PIK)
03/26/21
1,354
1,326
12,297
11,998
39
3,691
3,639
Sunless, Inc.(6)
3,698
Pharmaceuticals
Meta Buyer LLC (d/b/a Metagenics, Inc.)(9)
E + 6.00%
12/16/21
11/01/27
12,318
13,664
11,844
Meta Buyer LLC (d/b/a Metagenics, Inc.)
8.80%
984
967
971
9.52%
881
885
15,512
13,706
8.99%
12/28/21
9,677
9,520
9,484
HRG Management, LLC (d/b/a HomeRiver Group, LLC)(6)
1,273
1,257
1,242
10,777
10,722
Real Estate Services
NPAV Lessor Corp. (d/b/a Nationwide Property & Appraisal Services, LLC)
9.16%
01/21/27
8,946
8,791
8,588
(16)
8,572
E-Phoenix Acquisition Co. Inc. (d/b/a Integreon, Inc.)
07/15/21
06/23/27
8,888
8,799
8,832
15,143
14,899
14,970
Source Code Holdings, LLC (d/b/a Source Code Corporation)(6)
14,991
Trading Companies & Distributors
LINC Systems, LLC
10.33%
06/22/21
02/24/26
10,058
9,909
10,068
285,614
280,877
348
270
£
282
GBP
340
€
1,383
EUR
1,394
79
40
41
Below is a listing of STRS JV’s individual investments as of December 31, 2021:
13,490
13,247
13,518
7,096
10/09/20
9,345
16,441
16,603
6,427
6,340
6,405
09/18/23
501
11/24/20
13,626
13,975
20,632
15,766
16,156
16,160
Quest Events, LLC(10)
11,966
11,848
9,729
760
12,773
10,489
6,680
6,870
6,780
6,866
6,872
FR Flow Control CB LLC
06/28/26
6,815
6,727
15,342
15,153
15,353
7,438
7,343
2,616
2,600
9,943
10,054
42
Cennox, Inc. (d/b/a Cennox)
8,525
8,365
8,438
8,915
8,755
561
569
2,866
3,889
3,877
864
1,173
11,074
(5)
818
804
814
5,791
5,689
5,684
86
85
40,384
40,697
3,848
5,083
5,082
8,931
8,930
Mikawaya Holdings, LLC (aka MyMo)
1.25%
6.75%
02/18/20
01/29/25
3,026
2,988
8.25% (6.75% Cash + 1.50% PIK)
7,770
7,676
6,993
5,313
5,228
4,967
Stella & Chewy's LLC(6)
1,893
1,877
1,697
Westrock Coffee Company, LLC
10.00% (9.75% Cash + 0.25% PIK)
03/20/20
02/28/25
9,105
9,033
8,923
26,802
25,606
08/13/24
4,259
4,185
4,273
12,411
13,737
13,843
991
246
14,955
15,061
8,955
8,852
8,901
43
IDIG Parent, LLC (d/b/a IDIQ)
8,482
8,404
09/21/21
1,411
1,397
9,801
PS Lightwave, Inc.
03/10/25
7,304
7,230
PS Lightwave, Inc.(6)
14,694
14,725
10,135
9,951
10,101
10,113
260,472
259,510
856 CAD
692 USD
1/27/2022
175 GBP
241 USD
44
As of September 30, 2022 and December 31, 2021, the portfolio companies underlying the STRS JV investments are all located in the United States and its territories except for Geo Logic Systems Ltd., which is domiciled in Canada, and Cennox Holdings Limited, which is domiciled in the United Kingdom. As of September 30, 2022 and December 31, 2021, STRS JV had no investments on non-accrual status. STRS JV had outstanding commitments to fund investments totaling $28,762, and $22,883 under delayed draw term loan commitments and undrawn revolvers as of September 30, 2022 and December 31, 2021, respectively.
Below is certain summarized financial information for STRS JV as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021:
Selected Balance Sheet Information ($ in thousands)
Investments, at fair value (amortized cost of $285,614 and $260,472, respectively)
23,715
13,004
Interest receivable
1,433
735
Other assets
288
255
306,392
273,523
Credit facility
149,322
145,003
Note payable to members
120,000
100,000
Interest payable on credit facility
576
Interest payable on notes to members
2,630
1,575
Other liabilities
764
273,292
247,511
Members’ equity
33,100
26,012
Total liabilities and members’ equity
Three Months Ended
Nine Months Ended
Selected Statement of Operations Information ($ in thousands)
September 30, 2021
7,858
4,972
20,985
13,554
Interest expense on credit facility
2,034
1,079
4,919
3,037
Interest expense on notes to members
1,511
6,611
3,937
Administrative fee
117
475
312
Other expenses
128
150
513
379
4,953
2,857
12,518
7,665
Net investment income
2,905
2,115
8,467
5,889
Net realized gains (losses) on investments and foreign currency transactions
130
(51)
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions
(286)
874
1,306
1,209
Net increase in members’ equity resulting from operations
2,749
2,997
10,023
7,047
45
NOTE 5 – FAIR VALUE MEASUREMENTS
Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active public markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about what market participants would use in pricing an asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument.
A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur. During the nine months ended September 30, 2022 and year ended December 31, 2021, there were no changes in the observability of valuation inputs that would have resulted in a reclassification of assets between any levels.
Fair value for each investment is derived using a combination of valuation methodologies that, in the judgment of the Investment Committee are most relevant to such investment, including, without limitation, being based on one or more of the following: (i) market prices obtained from market makers for which the Investment Committee has deemed there to be enough breadth (number of quotes) and depth (firm bids) to be indicative of fair value, (ii) the price paid or realized in a completed transaction or binding offer received in an arm’s-length transaction, (iii) a discounted cash flow analysis, (iv) the guideline public company method, (v) the similar transaction method or (vi) the option pricing method.
46
The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of September 30, 2022:
Level 1
Level 2
Level 3
Equity in STRS JV(1)
Total investments
742,488
The Company’s forward currency contracts, which were valued at $10 as of September 30, 2022, are characterized in Level 2 of the hierarchy.
The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of December 31, 2021:
803,601
47
The following table presents the changes in investments measured at fair value using Level 3 inputs for the three and nine months ended September 30, 2022:
First Lien
Second Lien
Subordinated
Secured
Notes to STRS
Three months ended September 30, 2022
Loans
Notes
JV
Investments
Fair value, beginning of period
614,859
22,063
27,111
744,200
Funding of investments
52,893
408
53,301
Non-cash interest income
1,039
1,060
Proceeds from paydowns and sales
(48,549)
(1,011)
(49,560)
Conversions
Realized gains (losses)
Net unrealized (depreciation) appreciation
(4,936)
(1,704)
(669)
(7,309)
Fair value, end of period
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2022
(4,689)
(1,702)
(384)
(6,775)
Nine months ended September 30, 2022
222,667
1,085
243,752
1,548
1,553
Accretion of discount (premium)
3,972
4,036
(293,935)
(2,862)
(296,797)
(4,060)
(16,994)
(1,024)
1,919
(16,099)
5,515
(2,312)
(761)
(6,691)
(3,336)
(600)
(10,627)
48
The following table presents the changes in investments measured at fair value using Level 3 inputs for the three and nine months ended September 30, 2021:
Three months ended September 30, 2021
562,837
29,714
49,809
16,033
658,393
135,497
7,488
2,278
145,430
173
174
(133,361)
Realized gains
120
(2,385)
(82)
1,888
564,996
29,662
57,297
20,188
672,310
Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2021
216
112
2,931
3,259
Nine months ended September 30, 2021
588,580
27,596
23,319
680,568
310,749
14,550
16,224
2,938
344,959
5,549
5,649
(341,177)
(12,670)
(331)
(9,442)
(363,620)
Realized losses
8,288
(574)
(7,850)
58
(3,820)
1,516
3,211
4,840
The significant unobservable inputs used in the fair value measurement of the Company’s investments are the discount rate, market quotes and exit multiples. An increase or decrease in the discount rate in isolation would result in significantly lower or higher fair value measurement, respectively. An increase or decrease in the market quote for an investment would in isolation result in significantly higher or lower fair value measurement, respectively. An increase or decrease in the exit multiple would in isolation result in significantly higher or lower fair value measurement, respectively. As the fair value of a debt investment diverges from par, which would generally be the case for non-accrual loans, the fair value measurement of that investment is more susceptible to volatility from changes in exit multiples as a significant unobservable input.
49
Quantitative information about Level 3 fair value measurements is as follows:
Fair Value as of
Valuation
Unobservable
Range
Investment Type
Techniques
Inputs
(Weighted Average)(1)
406,569
Discounted cash flows
Discount rate
7.5% – 19.9% (12.4%)
37,014
Recent transaction
Transaction price
82.0 – 99.1 (91.8)
111,055
Discounted cash flows and Recent transaction
7.6% – 13.5% (12.6%)
92.4 – 100.0 (97.9)
30,790
Discounted cash flows and Market quote
Discount Rate
10.5% – 11.8% (11.4%)
Market Quote
85.2 – 95.1 (90.7)
30,517
Expected repayment
3,274
17.4%
98.6
12.2%
18.2%
77.8
Subordinated Notes
Enterprise value
–
4.1%
80,167
2,217
24.3% – 25.5% (24.4%)
EBITDA Multiple
9.0x
Discounted cash flows and Enterprise value
17.0%
3.6x - 8.5x (6.1x)
Discount for lack of marketability
15.0%
11.7%
3,886
19.3% – 21.3% (21.1%)
7.5x
9,523
12.0% – 19.4% (18.1%)
4.8 - 12.1 (9.3x)
13.3x - 17.1x (15.2x)
10.0%
Collateral value and Recent transaction
$1.30 per share
8.0x
2,471
Collateral value
6.0x – 10.0x (8.0x)
$1.00 per share
1,264
Recent transaction and Enterprise value
$10.0 - 1,000.0 (482.4 per share)
5.0x – 12.3x (8.8x)
15,852
Warrant
Discounted cash flows and Option-pricing method
19.3%
EBITDA multiple
10.2x
2,432
0.5%
0.3x
Volatility
0.0%
0.4%
6,255
Total Level 3 Investments
50
358,921
4.5% – 21.8% (9.8%)
Exit EBITDA multiple
5.5x – 15.0x (8.3x)
209,892
94.5 – 99.1 (97.9)
113,808
7.2% – 10.3% (8.6%)
97.5 – 98.8 (98.4)
7.0x – 11.0x (9.5x)
7,542
Guideline public companies
LTM EBITDA multiple
5.1x
-
18,725
11.5% – 22.3% (14.2%)
6.5x – 8.5x (8.0x)
98.5
60,167
Similar transactions
9.7x
Discounted cash flows and Guideline public companies
17.3%
Exit EBITDA Multiple
11.0x
LTM EBITDA Multiple
7.9x
NFY EBITDA Multiple
1,007
$1.00 – $56.30 ($47.13) per share
2,811
3,602
13.0% – 22.7% (15.0%)
8.6x – 10.0x (9.6x)
10.0% – 15.0% (10.3%)
8,124
Discounted cash flows, Guideline public companies and Expected repayment
14.0% – 19.0% (18.2%)
8.0x – 11.0x (10.5x)
8.6x – 10.8x (8.9x)
2,052
6.0x – 13.4x (10.5x)
1,502
$1.00 – $1,000.00 ($289.95) per share
15,280
4,461
22.7% – 29.5% (29.2%)
5.5x – 8.6x (5.9x)
3.5% – 8.7% (3.6%)
Valuation of investments may be determined by weighting various valuation techniques. Significant judgment is required in selecting the assumptions used to determine the fair values of these investments. The valuation methods
selected for a particular investment are based on the circumstances and on the sufficiency of data available to measure fair value. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the nature of the instrument, whether the instrument is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires a greater degree of judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.
The determination of fair value using the selected methodologies takes into consideration a range of factors including the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public and private exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment, compliance with agreed upon terms and covenants, and assessment of credit ratings of an underlying borrower. These valuation methodologies involve a significant degree of judgment to be exercised.
As it relates to investments which do not have an active public market, there is no single standard for determining the estimated fair value. Valuations of privately held investments are inherently uncertain, and they may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed.
In some cases, fair value for such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined. Consequently, fair value for each investment may be derived using a combination of valuation methodologies that, in the judgment of the investment professionals, are most relevant to such investment. The selected valuation methodologies for a particular investment are consistently applied on each measurement date. However, a change in a valuation methodology or its application from one measurement date to another is possible if the change results in a measurement that is equally or more representative of fair value in the circumstances.
The following table presents the principal amount and fair value of the Company’s borrowings as of September 30, 2022 and December 31, 2021. The fair value of the Credit Facility (as defined in Note 6) was estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if available. As of September 30, 2022, the Credit Facility approximates its carrying value as the outstanding balance is callable at carrying value. The fair value of the Company’s 6.00% private notes due 2023 (the “6.000% 2023 Notes”), the 5.375% private notes due 2025 (the “5.375% 2025 Notes”), the 5.375% private notes due 2026 (the “5.375% 2026 Notes”), the 4.00% notes due 2026 (the “4.000% 2026 Notes”), the 5.625% private notes due 2027 (the “5.625% 2027 Notes”), and the 4.25% private notes due 2028 (the “4.250% 2028 Notes”) were estimated using discounted future cash flows to the valuation date.
Fair
Principal Amount
Value Level
Outstanding
JPM Credit Facility
246,101
243,552
291,637
302,147
6.000% 2023 Notes
30,000
29,860
31,802
5.375% 2025 Notes
40,000
37,355
40,687
5.375% 2026 Notes
10,000
9,089
10,091
4.000% 2026 Notes
75,000
67,132
74,957
5.625% 2027 Notes
8,983
10,097
4.250% 2028 Notes
21,642
24,861
436,101
417,613
481,637
494,642
52
NOTE 6 – BORROWINGS
Historically, the 1940 Act has permitted the Company to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Small Business Credit Availability Act (the “SBCAA”) was enacted into law. The SBCAA, among other things, amended the 1940 Act to reduce the asset coverage requirements applicable to business development companies from 200% to 150% so long as the business development company meets certain disclosure requirements and obtains certain approvals. At the Company’s annual meeting of stockholders held on August 1, 2018, the Company’s stockholders approved the reduced asset coverage ratio from 200% to 150%, such that the Company’s maximum debt-to-equity ratio increased from a prior maximum of 1.0x (equivalent of $1 of debt outstanding for each $1 of equity) to a maximum of 2.0x (equivalent to $2 of debt outstanding for each $1 of equity). As a result, the Company’s asset coverage requirements applicable to senior securities decreased from 200% to 150%, effective August 2, 2018. As of September 30, 2022 and December 31, 2021, the Company’s asset coverage for borrowed amounts was 178.7% and 172.6%, respectively.
Total borrowings outstanding and available as of September 30, 2022, were as follows:
Maturity
Rate
Principal Amount Outstanding
Available
11/22/2025
L+2.35
88,899
8/7/2023
6.00
29,849
10/20/2025
5.375
39,596
12/4/2026
9,878
12/15/2026
73,567
12/4/2027
5.625
9,870
12/6/2028
24,680
Total debt
Total borrowings outstanding and available as of December 31, 2021, were as follows:
288,985
43,363
29,717
39,497
9,856
73,404
9,851
24,648
Credit Facility: On December 23, 2015, WhiteHorse Credit entered into a revolving credit and security agreement with JPMorgan, as administrative agent and lender.
On December 21, 2020, the terms of the Credit Facility were amended to, among other things, (i) increase the minimum funding amount from $175,000 to $200,000, (ii) increase the size of the facility from $250,000 to $285,000 and retain an accordion feature which allows for the expansion of the borrowing limit up to $350,000 and (iii) provide for the implementation of certain changes relating to the transition away from LIBOR in the market.
On April 28, 2021, the terms of the Credit Facility were amended and restated to, among other things, enable WhiteHorse Credit to borrow in British Pounds or Euros.
On July 15, 2021, the terms of the Credit Facility were amended to, among other things, allow WhiteHorse Credit to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from November 22, 2021 to
November 22, 2022, extend the end of the reinvestment period from November 22, 2023 to November 22, 2024 and extend the scheduled termination date from November 22, 2024 to November 22, 2025.
On October 4, 2021, the terms of the Credit Facility were amended to, among other things, established a temporary upsize to the borrowing capacity under the Credit Facility, which allowed WhiteHorse Credit to borrow up to $335,000 for a three-month period beginning on October 4, 2021.
On January 4, 2022, the terms of the Credit Facility were amended to, among other things, continue to establish a temporary upsize to the borrowing capacity under the Credit Facility, which allowed WhiteHorse Credit to borrow up to $335,000 for a four-month period that originally began on October 4, 2021.
On February 4, 2022, the terms of the Credit Facility were further amended to, among other things (i) increase WhiteHorse Credit’s availability under the Credit Facility from $285,000 to $310,000 (the “$25,000 Increase”), (ii) increase the minimum funding amount from $200,000 to $217,000, (iii) extend an additional temporary increase of $25,000 in availability under the Credit Facility, allowing WhiteHorse Credit to borrow up to $335,000 through April 4, 2022 (the “$25,000 Temporary Increase”), and (iv) apply an annual interest rate equal to applicable SOFR plus 2.50% to any borrowings under the $25,000 Increase in the Credit Facility and the $25,000 Temporary Increase in availability under the Credit Facility.
On March 30, 2022, the terms of the Credit Facility were further amended to, among other things: (i) increase WhiteHorse Credit’s availability under the Credit Facility from $310,000 to $335,000; (ii) retain an accordion feature which allows for the expansion of the borrowing limit up to $375,000; and (iii) increase the minimum funding amount from $217,000 to $234,500.
The Credit Facility bears interest at LIBOR plus 2.35% on outstanding USD denominated borrowings up to $285,000 and SOFR plus 2.50% on borrowings above $285,000. The Credit Facility bears interest at EURIBOR for EUR denominated borrowings, CDOR for CAD denominated borrowings, SONIA for GBP denominated, plus, in each case, a spread of 2.35% on outstanding borrowings. The Company is required to pay a non-usage fee which accrues at 0.75% per annum on the average daily unused amount of the financing commitments to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. The minimum borrowing requirement is $234,500. In connection with the Credit Facility, WhiteHorse Credit pledged securities as collateral with a fair value of approximately $621,365 as of September 30, 2022. The Credit Facility has a maturity date of November 22, 2025.
Under the Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. As of September 30, 2022, the Company had $246,101 in outstanding borrowings and $88,899 undrawn under the Credit Facility. Weighted average outstanding borrowings were $245,920 and $271,393 at a weighted average interest rate of 4.48% and 3.42% for the three and nine months ended September 30, 2022. As of September 30, 2022, the interest rate in effect on outstanding borrowings was 5.61%. The Company’s ability to draw down undrawn funds under the Credit Facility is determined by collateral and portfolio quality requirements stipulated in the credit and security agreement. As of September 30, 2022, $88,899 was available to be drawn by the Company based on these requirements.
As of December 31, 2021, the Company had $291,637 in outstanding borrowings and $43,363 undrawn under the Credit Facility. As of December 31, 2021, the weighted average outstanding borrowings were $245,934 at a weighted average interest rate of 2.60%. As of December 31, 2021, the interest rate in effect on outstanding borrowings was 2.55%. The Company’s ability to draw down undrawn funds under the Credit Facility is determined by collateral and portfolio quality requirements stipulated in the credit and security agreement. As of December 31, 2021, $43,363 was available to be drawn by the Company based on these requirements.
54
6.000% 2023 Notes: On July 13, 2018, the Company entered into an agreement (the “2023 Note Purchase Agreement”) to sell in a private offering $30,000 aggregate principal amount of senior unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Interest on the 6.000% 2023 Notes is payable semiannually on February 7 and August 7, at a fixed, annual rate of 6.00%. This interest rate is subject to increase (up to 6.50%) in the event that, subject to certain exceptions, the 6.000% 2023 Notes cease to have an investment grade rating. The 6.000% 2023 Notes mature on August 7, 2023, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. The 6.000% 2023 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The closing of the transaction occurred on August 7, 2018. The Company used the net proceeds from this offering, together with cash on hand, to redeem existing debt.
5.375% 2025 Notes: On October 20, 2020, the Company entered into a Note Purchase Agreement (the “2025 Note Purchase Agreement”) governing the issuance of $40,000 in aggregate principal amount of unsecured notes (the “5.375% 2025 Notes”) to qualified institutional investors in a private placement. The 5.375% 2025 Notes have a fixed interest rate of 5.375% and are due on October 20, 2025, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 5.375% 2025 Notes is payable semiannually on April 20 and October 20, at a fixed, annual rate of 5.375%. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 5.375% 2025 Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 5.375% 2025 Notes at par if certain change in control events occur. The 5.375% 2025 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
5.375% 2026 Notes: On December 4, 2020, the Company entered into a Note Purchase Agreement (the “2026 Note Purchase Agreement”) governing the issuance of $10,000 in aggregate principal amount of unsecured notes (the “5.375% 2026 Notes”) to qualified institutional investors in a private placement. The 5.375% 2026 Notes have a fixed interest rate of 5.375% and are due on December 4, 2026, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 5.375% 2026 Notes is payable semiannually on June 4 and December 4, at a fixed, annual rate of 5.375%. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 5.375% 2026 Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 5.375% 2026 Notes at par if certain change in control events occur. The 5.375% 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
4.000% 2026 Notes: On November 24, 2021, the Company completed a public offering of $75,000 of aggregate principal amount of unsecured notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under the Credit Facility. Interest on the 4.000% 2026 Notes is payable semiannually on June 15 and December 15, at a fixed, annual rate of 4.000%. The 4.000% 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at any time prior to September 15, 2026, at par plus a “make-whole” premium, and thereafter at par. The 4.000% 2026 Notes will rank equally in right of payment with the other outstanding and future unsecured, unsubordinated indebtedness, including the 6.000% 2023 Notes, the 5.375% 2025 Notes, the 5.375% 2026 Notes, the 5.625% 2027 Notes and the 4.250% 2028 Notes.
5.625% 2027 Notes: On December 4, 2020, the Company entered into a Note Purchase Agreement (the “2027 Note Purchase Agreement”) governing the issuance of $10,000 in aggregate principal amount of unsecured notes (the “5.625% 2027 Notes”) to qualified institutional investors in a private placement. The 5.625% 2027 Notes have a fixed interest rate of 5.625% and are due on December 4, 2027, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 5.625% 2027 Notes is payable semiannually on June 4 and December 4, at a fixed, annual rate of 5.625%. This interest rate is subject to increase (up to 6.625%) in the event that, subject to certain exceptions, the 5.625% 2027 Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 5.625% 2027 Notes at par if certain change in control events occur. The 5.625% 2027 Notes are general unsecured obligations of the Company that rank pari passu with all
55
outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
4.250% 2028 Notes: On December 6, 2021, the Company entered into a Note Purchase Agreement (the “2028 Note Purchase Agreement,”) governing the issuance of $25,000 in aggregate principal amount of unsecured notes (the “4.25% 2028 Notes”) to qualified institutional investors in a private placement. Interest on the 4.250% 2028 Notes is payable semiannually on June 6 and December 6, at a fixed, annual rate of 4.25%. This interest rate is subject to increase (up to 5.25%) in the event that, subject to certain exceptions, the 4.250% 2028 Notes cease to have an investment grade rating. The 4.250% 2028 Notes mature on December 6, 2028, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 4.250% 2028 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on December 6, 2021. The Company used the net proceeds from this offering to redeem existing debt.
2025 Public Notes: On November 13, 2018, the Company completed a public offering of $35,000 of aggregate principal amount of 2025 Public Notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under its Credit Facility. Interest on the 2025 Public Notes was paid quarterly on February 28, May 31, August 31 and November 30 each year, at an annual rate of 6.50%. The 2025 Public Notes had a maturity date of November 30, 2025 and could be redeemed in whole or in part at any time, or from time to time, at the Company’s option on or after November 30, 2021. The 2025 Public Notes were redeemed on December 17, 2021 and were de-listed from the Nasdaq Global Select Market where they were trading under the symbol “WHFBZ.”
NOTE 7 - RELATED PARTY TRANSACTIONS
Investment Advisory Agreement: WhiteHorse Advisers serves as the Company’s investment adviser in accordance with the terms of an investment advisory agreement. On November 1, 2018, at an in-person meeting, the Company’s board of directors approved an amended and restated investment advisory agreement (the “Investment Advisory Agreement”). The Company’s board of directors most recently re-approved the Investment Advisory Agreement on August 4, 2022. Subject to the overall supervision of the Company’s board of directors, WhiteHorse Advisers manages the day-to-day operations of, and provides investment management services to, the Company. Under the terms of the Investment Advisory Agreement, WhiteHorse Advisers:
In addition, WhiteHorse Advisers provides the Company with access to personnel and an Investment Committee. Under the Investment Advisory Agreement, the Company pays WhiteHorse Advisers a fee for investment management services consisting of a base management fee and an incentive fee. The Investment Advisory Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
Base Management Fee
The base management fee is calculated at an annual rate equal to 2.0% based on the Company’s consolidated gross assets (including cash and cash equivalents and assets purchased with borrowed funds); provided, however, the base management fee will be calculated at an annual rate equal to 1.25% of the Company’s consolidated gross assets (including cash and cash equivalents and assets purchased with borrowed funds), that exceed the product of (i) 200% and
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(ii) the value of the Company’s total net assets, at the end of the two most recently completed calendar quarters. Base management fees are payable quarterly in arrears and are appropriately pro-rated for any partial month or quarter.
The following table details our management fee expenses for the three and nine months ended September 30, 2022 and 2021:
Management Fee ($ in thousands)
Base management fee
Base management fee waived
Total management fees
As of September 30, 2022 and December 31, 2021, management fees payable on the consolidated statements of assets and liabilities were $3,881 and $3,766, respectively.
Performance-based Incentive Fee
The performance-based incentive fee consists of two components that are independent of each other, except as provided by the Incentive Fee Cap and Deferral Mechanism discussed below.
The calculations of these two components have been structured to include a fee limitation such that no incentive fee will be paid to the investment adviser for any quarter if, after such payment, the cumulative incentive fees paid to the investment adviser for the period that includes the current fiscal quarter and the 11 full preceding fiscal quarters, referred to as the “Incentive Fee Look-back Period,” would exceed 20.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the Incentive Fee Look-back Period.
Each quarterly incentive fee is subject to the Incentive Fee Cap (as defined below) and a deferral mechanism through which the investment adviser may recap a portion of such deferred incentive fees, which is referred to together as the “Incentive Fee Cap and Deferral Mechanism.”
This limitation is accomplished by subjecting each incentive fee payable to a cap, which is referred to as the “Incentive Fee Cap.” The Incentive Fee Cap in any quarter is equal to (a) 20.0% of Cumulative Pre-Incentive Fee Net Return during the Incentive Fee Look-back Period less (b) cumulative incentive fees of any kind paid to the investment adviser during the Incentive Fee Look-back Period. To the extent the Incentive Fee Cap is zero or a negative value in any quarter, the Company will pay no incentive fee to its investment adviser in that quarter. The Company will only pay incentive fees to the extent allowed by the Incentive Fee Cap and Deferral Mechanism. To the extent that the payment of incentive fees is limited by the Incentive Fee Cap and Deferral Mechanism, the payment of such fees may be deferred and paid in subsequent quarters up to three years after their date of deferment, subject to applicable limitations included in the Investment Advisory Agreement. The deferral component of the Incentive Fee Cap and Deferral Mechanism may cause incentive fees that accrued during one fiscal quarter to be paid to the investment adviser at any time during the 11 full fiscal quarters following such initial full fiscal quarter.
The “Cumulative Pre-Incentive Fee Net Return” refers to the sum of (a) Pre-Incentive Fee Net Investment Income (as defined below) for each period during the Incentive Fee Look-back Period and (b) the sum of cumulative realized capital gains, cumulative realized capital losses, cumulative unrealized capital depreciation and cumulative unrealized capital appreciation during the applicable Incentive Fee Look-back Period.
The first component, which is income-based (the “Income Incentive Fee”), is calculated and payable quarterly in arrears and is determined based on Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter, subject to the Incentive Fee Cap and Deferral Mechanism. For this purpose, “Pre-Incentive Fee Net Investment Income” means, in each case on a consolidated basis, interest income, distribution income and any other income
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(including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees received from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The operation of the first component of the incentive fee for each quarter is as follows:
The portion of such incentive fee that is attributable to deferred interest (such as PIK interest or original issue discount) will be paid to the investment adviser, together with interest from the date of deferral to the date of payment, only if and to the extent that the Company actually receives such interest in cash, and any accrual will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. Any reversal of such amounts would reduce net income for the quarter by the net amount of the reversal (after taking into account the reversal of incentive fees payable) and would result in a reduction and possibly elimination of the incentive fees for such quarter.
There is no accumulation of amounts on the Hurdle Rate from quarter to quarter and, accordingly, there is no clawback of amounts previously paid if subsequent quarters are below the quarterly Hurdle Rate and there is no delay of payment if prior quarters are below the quarterly Hurdle Rate. Since the Hurdle Rate is fixed, as interest rates rise, it will be easier for the investment adviser to surpass the Hurdle Rate and receive an incentive fee based on Pre-Incentive Fee Net Investment Income.
Net investment income used to calculate this component of the incentive fee is also included in the amount of consolidated gross assets used to calculate the base management fee. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
The second component, the capital gains component of the incentive fee (the “Capital Gains Incentive Fee”), which is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commenced on January 1, 2013, and equals 20% of cumulative aggregate realized capital gains from January 1 through the end of each calendar year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation through the end of each year (the “Capital Gains Incentive Fee Base”), less the aggregate amount of any previously paid capital gains incentive fees and subject to the Incentive Fee Cap and Deferral Mechanism. If such amount is negative, then no capital gains incentive fee will be payable for the year. Additionally, if the Investment Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee. The capital gains component of the incentive fee is not subject to any minimum return to stockholders.
In accordance with GAAP, the Company is also required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gains incentive fee on a quarterly basis if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gains Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a reporting period, then GAAP requires the Company to accrue a Capital Gains Incentive Fee equal to 20% of such amount, less the aggregate amount of any Capital Gains Incentive Fees previously paid and Capital Gains Incentive Fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period may result in either additional expense (if such cumulative amount is greater than in the prior period) or a reversal of previously recorded expense (if such cumulative amount is less than in the prior period). There can be no assurance that such unrealized capital appreciation will be realized in the future.
Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss subject to the Incentive Fee Cap and Deferral Mechanism. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the Hurdle Rate, it will pay the applicable Income Incentive Fee even after incurring a loss in that quarter due to realized and unrealized capital losses.
The following table provides a breakdown of the performance-based incentive fees for the three and nine months ended September 30, 2022 and 2021:
Performance-based Incentive Fee ($ in thousands)
Income incentive fee
2,159
1,942
6,094
5,616
Capital gains incentive fee
(1,132)
127
(1,803)
1,123
Performance-based incentive fees waived
Total performance-based incentive fees
As of September 30, 2022 and December 31, 2021, incentive fees payable on the consolidated statements of assets and liabilities were $4,335 and $7,958, respectively. As of September 30, 2022 and December 31, 2021, incentive fees payable on the consolidated statements of assets and liabilities include zero and $1,803, respectively, for cumulative accruals of Capital Gains Incentive Fees under GAAP, including any amounts payable pursuant to the Investment Advisory Agreement as described above.
Administration Agreement: Pursuant to the Administration Agreement, WhiteHorse Administration furnishes the Company with office facilities, equipment and clerical, bookkeeping and record keeping services to enable the Company to operate. Under the Administration Agreement, WhiteHorse Administration performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records which the Company is required to maintain and preparing reports to its stockholders and reports filed with the U.S. Securities and Exchange Commission. In addition, WhiteHorse Administration assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the Administration Agreement equal an amount based upon the Company’s allocable portion of WhiteHorse Administration’s overhead in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer along with their respective staffs. Under the Administration Agreement, WhiteHorse Administration also provides on the Company’s behalf managerial assistance to those portfolio companies to which the Company is required to provide such assistance. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that WhiteHorse Administration outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without any profit to WhiteHorse Administration.
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Substantially all the Company’s payments of operating expenses to third parties were made by a related party, for which such third party received reimbursement from the Company.
During the three and nine months ended September 30, 2022, the Company incurred $171 and $512 of allocated administrative service fees, respectively. During the three and nine months ended September 30, 2021, the Company incurred $171 and $512 of allocated administrative service fees, respectively.
Co-investments with Related Parties: As of September 30, 2022 and December 31, 2021, no officers or employees affiliated with or employed by WhiteHorse Advisers and its related entities maintained any co-investments in the Company’s investments.
As of September 30, 2022 and December 31, 2021, certain funds affiliated with WhiteHorse Advisers and its related entities maintained co-investments in the Company’s investments of $4,388,279 and $4,502,807, respectively.
STRS JV: For the three and nine months ended September 30, 2022, the Company sold zero and $100,415 of investments to STRS JV and recognized zero and $65 of net realized gains. For the three and nine months ended September 30, 2021, the Company sold $45,729 and $106,423 of investments to STRS JV and recognized net realized gains of $120 and $277, respectively.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Commitments: In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk to meet the financing needs of its borrowers. These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statement of assets and liabilities. The Company attempts to limit its credit risk by conducting extensive due diligence and obtaining collateral where appropriate.
The balance of unfunded commitments to extend credit was $37,031 and $53,113 as of September 30, 2022 and December 31, 2021, respectively. Commitments to extend credit consist principally of the unused portions of commitments that obligate the Company to extend credit, such as revolving credit arrangements or similar transactions. These commitments are often subject to financial or non-financial milestones and other conditions to borrow that must be achieved before the commitment can be drawn. In addition, the commitments generally have fixed expiration dates or other termination clauses. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
The following table summarizes the Company’s unfunded commitments as of September 30, 2022 and December 31, 2021:
Unfunded Commitments(1) ($ in thousands)
Revolving Loan Commitments:
1,588
2,031
491
309
960
1,199
438
619
700
1,083
1,182
531
592
403
560
414
Max Solutions Inc.(1)
1,212
750
132
PFB Holdco, Inc. (d/b/a PFB Corporation)(1)
882
963
296
232
Power Service Group CR Acquisition Inc. (d/b/a Power Plant Services)
3,030
1,013
2,646
397
795
262
554
Trimlite Buyer LLC (d/b/a Trimlite LLC)
1,473
Total unfunded revolving loan commitments
15,801
25,053
Delayed Draw Loan Commitments:
854
794
4,063
1,062
1,709
4,926
Grupo HIMA San Pablo, Inc.
1,514
2,699
1,188
2,387
JZ Capital Partners Ltd.
5,714
2,755
2,867
2,090
Solar Holdings Bidco Limited(1)(2)
3,700
2,185
346
1,145
Total unfunded delayed draw loan commitments
21,230
28,060
Total Unfunded Commitments
37,031
53,113
(1) Unfunded commitments denominated in non-USD currencies have been converted to USD using the exchange rate as of the applicable reporting date.
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(2) Principal amount is non-USD denominated and is based in British pounds. At the option of the borrower, amounts borrowed under the delayed draw term loan commitment can be US dollars, Canadian dollars or British pounds.
As of September 30, 2022, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $20,000 and $80,000, respectively, both of which were fully funded. As of December 31, 2021, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, respectively, both of which were fully funded. The capital commitments cannot be drawn without an affirmative vote by both the Company’s and STRS Ohio’s representatives on STRS JV’s board of managers.
Indemnification: In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not occurred. The Company expects the risk of any future obligation under these indemnifications to be remote.
Legal Proceedings: In the normal course of business, the Company, the investment adviser and the administrator may be subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any such disposition will have a material adverse effect on the Company’s consolidated financial statements.
COVID-19 Developments: In addition, during the three and nine months ended September 30, 2022 and subsequent to September 30, 2022, the current pandemic caused by the novel coronavirus (commonly known as “COVID-19”) has had a significant impact on the U.S. economy. Certain of the Company’s portfolio companies were and may continue to be adversely impacted by the effects of the COVID-19 pandemic, which had an adverse impact on the Company’s results of operations and may continue to have an adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.
NOTE 9 - STOCKHOLDERS’ EQUITY
On March 15, 2021, the Company launched an “at-the-market” offering (the “ATM Program”) by entering into an Equity Distribution Agreement with Raymond James & Associates, Inc. pursuant to which the Company may offer and sell, from time to time, through Raymond James & Associates, Inc., as the sales agent, shares of its common stock having an aggregate offering amount of up to $35,000.
Since the commencement of the ATM Program, the Company sold 276,360 shares of its common stock under the ATM Program at a weighted-average price of $15.77 per share, which amounted to $4,359 in gross proceeds. The Company received net proceeds of $4,272 after deducting commissions to the sales agent, but before offering expenses. As of September 30, 2022, the Company had $30,641 available under the ATM Program. As of December 31, 2021, the Company had $30,893 available under the ATM Program.
On October 25, 2021, the Company completed an offering of 1,900,000 shares of our common stock at a public offering price of $15.81 per share, inclusive of underwriting discounts and commissions. The issuance of 1,900,000 shares resulted in net proceeds to the Company of $29,374, inclusive of underwriting discounts and commissions and before offering expenses. In connection with the offering, the Company granted the underwriters an overallotment option to purchase up to an additional 285,000 shares of the Company’s common stock. On November 3, 2021, the Company raised an additional $4,326 from the issuance of an additional 282,300 shares pursuant to the underwriters’ exercise of the overallotment option to purchase additional shares. WhiteHorse Advisers agreed to bear a portion of the underwriting discounts and commissions in connection with the offering, such that the issuance of the 2,182,300 shares (which includes the additional shares issued pursuant to the overallotment option) resulted in net proceeds to the Company of
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$33,700 before offering expenses, which was at or above the Company’s net ass value per share at the time of the offering and the overallotment option.
The following table summarizes the total shares issued and proceeds received, before offering expenses, relating to the issuance of shares of the Company’s common stock from the DRIP and pursuant to the ATM Program for the three and nine months ended September 30, 2022 and 2021:
($ in thousands except share and per share amounts)
Shares Issued from Equity Offering
Shares Issued from ATM Program
256,952
Shares Issued from DRIP
63,743
133,890
Total Shares Issued
214,278
80,421
390,842
Proceeds, before offering expenses
3,320
1,225
6,113
Average Price Per Share(1)
15.49
15.23
15.64
NOTE 10 - FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights:
Per share data:(1)
Net asset value, beginning of period
Investment operations:
1.03
Net realized and unrealized gains(losses) on investments and foreign currency transactions
(0.40)
Distributions declared from net investment income
(1.07)
Net asset value, end of period
15.46
Total annualized return based on market value(2)
(37.95)
15.82
Total annualized return based on net asset value
6.49
11.26
Net assets, end of period
Per share market value at end of period
11.10
15.22
Shares outstanding end of period
Ratios/Supplemental Data:(3)
Ratio of expenses before incentive fees to average net assets(4)
11.95
10.70
Ratio of incentive fees to average net assets
1.64
Ratio of total expenses to average net assets(4)
13.59
13.51
Ratio of net investment income to average net assets(4)
10.05
8.91
Portfolio turnover ratio
28.41
49.34
Financial highlights are calculated for each securities class taken as a whole. An individual stockholder’s return and ratios may vary based on the timing of capital transactions.
NOTE 11 - CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of the basic and diluted per share net increase in net assets resulting from operations:
Three Months Ended September 30,
Nine Months Ended September 30,
Weighted average shares outstanding
Basic and diluted per share net increase in net assets resulting from operations
NOTE 12 - SUBSEQUENT EVENTS
The Company’s management has evaluated events that have occurred after the balance sheet date but before the consolidated financial statements are issued and, other than the items discussed below, has determined that there were no additional subsequent events requiring adjustment or disclosure in the consolidated financial statements.
On October 14, 2022, the Company declared a special distribution of $0.05 per share, which will be payable on December 9, 2022 to stockholders of record as of October 31, 2022.
On November 10, 2022, the Company’s board of directors approved amended and restated bylaws that revise Section 2.8 of the bylaws regarding the preparation of voting lists in advance of stockholder meetings to conform to recent amendments to the Delaware General Corporation Law regarding preparation of such lists.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our Consolidated Financial Statements appearing elsewhere in this quarterly report on Form 10-Q. In this quarterly report on Form 10-Q, the “Company”, “we”, “us”, “our” and “WhiteHorse Finance” refer to WhiteHorse Finance, Inc. and its consolidated subsidiaries.
Forward-Looking Statements
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:
We use words such as “may,” “might,” “will,” “intends,” “should,” “could,” “can,” “would,” “expects,” “believes,” “estimates,” “anticipates,” “predicts,” “potential,” “plan” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in “Item 1A-Risk Factors” in our annual report on Form 10-K and elsewhere in this quarterly report on Form 10-Q.
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file with the U.S. Securities and Exchange Commission, or the SEC, in the future, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
You should understand that under Sections 27A(b)(2)(B) and (D) of the Securities Act of 1933, as amended, or the Securities Act, and Sections 21E(b) (2)(B) and (D) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, do not apply to statements made in connection with this quarterly report on Form 10-Q or any periodic reports we file under the Exchange Act.
Overview
We are an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for tax purposes, we elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.
We were formed on December 28, 2011 and commenced operations on January 1, 2012. We were originally capitalized with approximately $176.3 million of contributed assets from H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan Opportunity Fund II, L.P., each of which is an affiliate of H.I.G. Capital, L.L.C., or H.I.G. Capital. These assets were contributed as of January 1, 2012 in exchange for 11,752,383 units in WhiteHorse Finance, LLC. On December 4, 2012, we converted from a Delaware LLC into a Delaware corporation and elected to be treated as a business development company under the 1940 Act.
On December 4, 2012, we priced our initial public offering, or the IPO, selling 6,666,667 shares. Concurrent with the IPO, certain of our directors and officers, the managers of H.I.G. WhiteHorse Advisers, LLC (“WhiteHorse Advisers” or the “Investment Adviser”) and their immediate family members or entities owned by, or family trusts for the benefit of, such persons, purchased an additional 472,673 shares through a private placement exempt from registration under the Securities Act. Our shares of common stock are listed on the Nasdaq Global Select Market under the symbol “WHF.”
We are a direct lender targeting debt investments in privately held, lower middle market companies located in the United States. We define the lower middle market as those companies with enterprise values between $50 million and $350 million. Our investment objective is to generate attractive risk-adjusted returns primarily by originating and investing in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries. Such loans typically carry a floating interest index rate such as the London Interbank Offered Rate, or LIBOR, or the Secured Overnight Financing Rate, or SOFR, plus a spread and typically have a term of three to six years. While we focus principally on originating senior secured loans to lower middle market companies, we may also opportunistically make investments at other levels of a company’s capital structure, including mezzanine loans or equity interests, and in companies outside of the lower middle market, to the extent we believe the investment presents an opportunity to achieve an attractive risk-adjusted return. We also may receive warrants to purchase common stock in connection with our debt investments. We expect to generate current income through the receipt of interest payments, as well as origination and other fees, capital appreciation and dividends.
Our investment activities are managed by WhiteHorse Advisers and are supervised by our board of directors, a majority of whom are independent of us, WhiteHorse Advisers and its affiliates. Under our investment advisory agreement with WhiteHorse Advisers, or the Investment Advisory Agreement, we have agreed to pay WhiteHorse Advisers an annual base management fee based on our average consolidated gross assets as well as an incentive fee based on our investment performance. We have also entered into an administration agreement, or the Administration Agreement, with H.I.G. WhiteHorse Administration, LLC, or WhiteHorse Administration. Under our Administration
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Agreement, we have agreed to reimburse WhiteHorse Administration for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by WhiteHorse Administration in performing its obligations under the Administration Agreement.
COVID-19 Developments
The ongoing COVID-19 pandemic and its effects on the U.S. and global economy had adverse consequences on the business operations of some of our portfolio companies and adversely affected, and may continue to adversely affect, our operations and the operations of our investment adviser. Our investment adviser is continuing to monitor the COVID-19 pandemic and its impact on our business and the business of our portfolio companies and has been focused on proactively engaging with our portfolio companies in order to collaborate with the management teams of certain portfolio companies to evaluate their response to the impacts of COVID-19.
Given the persistence of COVID-19 and the difficulty in predicting the next phase of the pandemic the extent to which COVID-19 and/or other disease pandemics may continue to negatively affect our business and our portfolio companies’ operating results and financial condition is uncertain. Due to the ongoing business disruptions caused by COVID-19, some of our portfolio companies have experienced financial distress and have defaulted on their financial obligations to us and their other capital providers. Such developments could impair the business operations of our portfolio companies and may result in a decrease in the value of our investment in any such portfolio companies.
In connection with the adverse effects of the COVID-19 pandemic, we have restructured and may need to continue to restructure additional investments in some of our portfolio companies, which has resulted in and could result in additional diminished interest payments or in permanent impairments on our investments. The effects of the COVID-19 pandemic discussed above may increase the risk that more of our portfolio investments may be placed on non-accrual status in the future. Any decreases in our net investment income would increase the portion of our cash flows dedicated to distribution payments to stockholders and to servicing our existing debt under our revolving credit facility, or the Credit Facility, with JPMorgan Chase Bank, National Association, as administrative agent and lender, or the Lender.
WhiteHorse Advisers’ credit team continues to be in close contact with the owners and management teams of each of our portfolio companies. Since the onset of the COVID-19 pandemic, some of these owners and management teams have assessed the impacts to their businesses and are continuing to coordinate with us to guide their companies through the recovery. We are operating under a philosophy that we will work hand in hand with our borrowers to support them, allowing flexibility in our terms as appropriate, and we expect owners to support their businesses with additional equity where possible.
As a business development company, we are permitted under the 1940 Act to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. We are required to comply with various covenants pursuant to the Credit Facility. If we fail to satisfy the covenants of the Credit Facility or are unable to cure any event of default or obtain a waiver from the applicable lender, it could result in foreclosure by the lenders under the Credit Facility, which would accelerate our repayment obligations under the Credit Facility and thereby result in a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders. As of September 30, 2022, we were in compliance with all covenants and other requirements of the Credit Facility.
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We are also subject to financial risks, including changes in market interest rates. As of September 30, 2022, nearly all of our debt investments at fair value were at floating rates, which are generally based on a floating index rate such as LIBOR or SOFR, and many of which are subject to certain floors. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.
Our management team has sought strategies that will help us weather periods of economic decline. We have attempted to avoid deeply cyclical sectors and have only made loans where we believed we would be able to recover 100% of our loans in the event of a financial crisis, such as the financial crisis in 2008. Additionally, we have taken a conservative position on the Company’s liquidity, making sure we have a top-tier leverage partner and very significant cushion against default.
We will continue to monitor the ongoing effects of the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot quantify the full effect of COVID-19 on our financial condition, results of operations or cash flows in the future.
Reference Rate Reform
In July 2017, the head of the United Kingdom Financial Conduct Authority, or the FCA, announced that it will phase out the use of LIBOR by 2021. On November 30, 2020, the ICE Benchmark Administration Limited, or the IBA, the administrator of LIBOR, announced that it will consult in early December 2020 to consider extending the LIBOR transition deadline to the end of June 2023. On March 2021, the FCA and the IBA announced that (i) 1-week and 2-month U.S. dollar LIBOR and non-U.S. LIBOR will cease at the end of 2021 and (ii) the remaining U.S. dollar LIBOR tenors will cease after June 30, 2023, effectively extending the LIBOR transition period to June 30, 2023. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate.
To identify a successor rate for U.S. dollar LIBOR, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified SOFR as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. As of September 30, 2022, SOFR is utilized as the floating benchmark rate on 26 investments to our portfolio companies. As of September 30, 2022, SOFR is utilized as the floating benchmark rate on the Credit Facility for USD denominated borrowings above $285.0 million. We expect any new credit facilities that we enter into subsequent to September 30, 2022 will reference a benchmark interest rate other than LIBOR, such as SOFR.
Other jurisdictions have also proposed their own alternative to LIBOR, including the Sterling Overnight Index Average for Sterling markets, the Euro Short Term Rate for Euros and Tokyo Overnight Average Rate for Japanese Yens. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict whether any of these alternative reference rates will attain market traction as a LIBOR replacement tool or the effect of any such changes as the establishment of alternative reference rates or other reforms to LIBOR may be enacted in the United States, United Kingdom or elsewhere. As such, the potential effect on how markets will respond to the transition to SOFR, or other reference rates, is uncertain.
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Revenues
We generate revenue in the form of interest payable on the debt securities that we hold and capital gains and distributions, if any, on the portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured loans or mezzanine loans, typically have terms of three to six years and bear interest at a fixed or floating rate based on a spread over LIBOR, SOFR or an equivalent index rate. Interest on debt securities is generally payable monthly or quarterly, with the amortization of principal generally being deferred for several years from the date of the initial investment. In some cases, we may also defer payments of interest for the first few years after our investment. The principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and possibly consulting fees. We capitalize loan origination fees, original issue discount and market discount, and we then amortize such amounts as interest income. Upon the prepayment of a loan or debt security, we record any unamortized loan origination fees as interest income. We record prepayment premiums on loans and debt securities as fee income when earned. Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Our primary operating expenses include (1) investment advisory fees to WhiteHorse Advisers; (2) the allocable portion of overhead under the Administration Agreement; (3) the interest expense on our outstanding debt; and (4) other operating costs as detailed below. Our investment advisory fees compensate our investment adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments.
We bear all other costs and expenses of our operations and transactions, including:
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WhiteHorse Advisers or WhiteHorse Administration may pay for certain expenses that we incur, which are subject to reimbursement by us.
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Recent Developments
For the period October 1, 2022 through November 14, 2022, we contributed one additional asset of senior secured debt facilities to the STRS JV.
On October 14, 2022, we declared a special distribution of $0.05 per share, which will be payable on December 9, 2022 to stockholders of record as of October 31, 2022.
On November 10, 2022, our board of directors approved amended and restated bylaws that revise Section 2.8 of the bylaws regarding the preparation of voting lists in advance of stockholder meetings to conform to recent amendments to the Delaware General Corporation Law regarding preparation of such lists.
Consolidated Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2022 and September 30, 2021
Set forth below are the consolidated results of operations for the three and nine months ended September 30, 2022 and 2021.
Three Months
Nine Months
($ in thousands)
Variance
3,180
7,903
11,790
10,739
1,051
35,408
32,353
3,055
2,129
4,848
Net realized gains/(losses) on investments and foreign currency transactions
326
(23,395)
Net change in unrealized gains/(losses) on investments and foreign currency transactions
(6,885)
8,497
(4,430)
(10,050)
The consolidated results of operations described below may not be indicative of the results we report in future periods. Net investment income and net increase in net assets can vary substantially from period to period due to various reasons, including the level of new investments and the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, period to period comparisons of net increases in net assets resulting from operations may not be meaningful.
Consolidated operating results for the three and nine months ended September 30, 2022 and 2021 are as follows:
Net Investment Income
Net investment income for the three and nine months ended September 30, 2022 totaled $9.8 million and $26.2 million, respectively. Net investment income for the three and nine months ended September 30, 2021 totaled $7.6 million and $21.3 million, respectively. Net investment income increased by $2.1 million and $4.8 million for the three and nine months ended September 30, 2022 from the three and nine months ended September 30, 2021, as described below under “Investment Income” and “Operating Expenses”.
Investment Income
Investment income increased by $3.2 million and $7.9 million for the three and nine months ended September 30, 2022 from the three and nine months ended September 30, 2021 primarily attributable to higher interest
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income earned from investments in portfolio companies due to a larger investment portfolio and an increase in base rates. Investment income generated from our STRS JV subordinated notes and equity investments increased by $2.0 million and $3.4 million for the three and nine months ended September 30, 2022 from the three and nine months ended September 30, 2021 as a result of a larger investment portfolio, higher interest income earned from investments in portfolio companies and the increased economic interest to 66.67% from 60.0%, starting in February 2022. The investment income increase was partially offset by lower non-recurring fee income of $0.8 million for both the three and nine months ended September 30, 2022 from the three and nine months ended September 30, 2021. We expect to generate some level of non-recurring fee income during most quarters from prepayments, amendments and other sources.
Operating Expenses
The following table summarizes our expenses for the three and nine months ended September 30, 2022 and 2021:
1,790
3,895
373
1,532
(1,042)
(2,448)
(12)
327
Total expenses, before excise tax
1,109
3,306
(58)
(251)
Total expenses, including excise tax
Interest expense increased $1.8 million and $3.9 million for the three and nine months ended September 30, 2022 from the three and nine months ended September 30, 2021, primarily due to a higher borrowing base and higher weighted average interest rates.
Base management fees increased by $0.4 million and $1.5 million for the three and nine months ended September 30, 2022 from the three and nine months ended September 30, 2021 due to higher gross assets.
Performance-based incentive fees decreased by $1.0 million and $2.4 million for the three and nine months ended September 30, 2022 from the three and nine months ended September 30, 2021, mainly attributable to the impact of the reversal of capital gains incentive fee accrual for the three and nine months ended September 30, 2022.
General and administrative expenses increased by $0.3 million for the nine months ended September 30, 2022 from the nine months ended September 30, 2021, primarily due to higher professional fees.
Excise Tax Expense
We have elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code, and determined without regard to any deduction for dividends paid for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders that will generally relieve us from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to retain taxable income in excess of current year distributions into the next tax year in an amount less than what would trigger payments of U.S. federal income tax under Subchapter M of the Code. We may then be required to incur a 4% excise tax on such income. To the
extent that we determine that our estimated current year annual taxable income may exceed estimated current year distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned.
Excise tax was $0.2 million and $0.6 million for the three and nine months ended September 30, 2022. Excise tax was $0.3 million and $0.9 million for the three and nine months ended September 30, 2021. As of September 30, 2022 and December 31, 2021, we accrued a net federal excise tax expense of $0.6 million and $1.0 million, respectively.
Net Realized and Unrealized Gains (Losses) on Investments
The following shows the breakdown of net realized gains and losses on investments for the three and nine months ended September 30, 2022 and 2021:
Three months ended
Nine months ended
($ in millions)
AG Kings Holdings Inc.(1)
0.6
7.5
BW Gas & Convenience Holdings, LLC
0.2
Cennox, Inc.
0.1
(0.1)
Geo Logic Systems Ltd.
(18.3)
RCS Capital Corporation(2)
RLJ Pro-Vac, Inc.
Vero Parent, Inc.
Vessco Holdings, LLC
(0.6)
Other(3)
Total net realized gains/(losses) on investments
(15.5)
7.7
The following shows the breakdown in the changes in unrealized appreciation and depreciation of investments for the three and nine months ended September 30, 2022 and 2021:
Gross unrealized appreciation on investments(1)
5.0
11.5
Gross unrealized depreciation on investments
(9.2)
(3.6)
(14.0)
(5.5)
Reversal of prior period net unrealized (appreciation) depreciation upon a realization
(0.8)
(1.1)
10.7
(8.2)
Total unrealized appreciation (depreciation) on investments
(7.9)
0.3
4.2
(2.2)
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During the nine months ended September 30, 2022, the realization from Grupo HIMA San Pablo, Inc. generated a net realized and unrealized loss of $6.9 million.
Financial Condition, Off-Balance Sheet Arrangements, Liquidity and Capital Resources
This “Liquidity and Capital Resources” section should be read in conjunction with the “COVID-19 Developments” section above.
As a business development company, we distribute substantially all of our net income to our stockholders. We generate cash primarily from offerings of securities, borrowings under the Credit Facility, and cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. We expect to fund a portion of our investments through future borrowings. In the future, we may obtain borrowings under other credit facilities and from issuances of senior securities to the extent permitted by the 1940 Act. We may also borrow funds to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities or if our board of directors determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders.
Our board of directors may decide to issue common stock, such as through at-the-market offerings, direct placements or otherwise, to finance our operations rather than issuing debt or other senior securities. Any decision to sell shares below the then-current net asset value per share of our common stock is subject to stockholder approval and a determination by our board of directors that such issuance and sale is in our and our stockholders’ best interests. Any sale or other issuance of shares of our common stock at a price below net asset value per share results in immediate dilution to our stockholders’ interests in our common stock and a reduction in our net asset value per share. If we were to issue additional shares of our common stock during the next 12 months, we do not intend to issue shares below the then-current net asset value per share.
Restricted cash and cash equivalents include amounts that are collected and held by the trustee appointed as custodian of the assets securing the Credit Facility. Restricted cash is held by the trustee for the payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Restricted cash that represents interest or fee income is transferred to unrestricted cash accounts by the trustee generally once a quarter after the payment of operating expenses and amounts due under the Credit Facility.
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve elements of liquidity and credit risk in excess of the amount recognized on the consolidated statements of assets and liabilities. As of September 30, 2022 and December 31, 2021, we had commitments to fund approximately $37.0 million and $53.1 million, respectively, of revolving lines of credit or delayed draw facilities to our portfolio companies. We reasonably believe that we have sufficient assets to adequately cover and allow us to satisfy our outstanding unfunded commitments.
Our operating activities provided cash and cash equivalents of $64.1 million during the nine months ended September 30, 2022, primarily from the net proceeds received from realizations and repayments on our investments, partially offset by acquisition of investments and cash used from the net change in working capital. Our financing activities used cash and cash equivalents of $67.5 million during the nine months ended September 30, 2022, primarily due to repayments on the Credit Facility and the payment of distributions to stockholders.
Our operating activities provided cash and cash equivalents of $22.6 million during the nine months ended September 30, 2021, primarily from the net proceeds received from realizations and repayments on our investments, partially offset by acquisition of investments and cash used from the net change in working capital. Our financing activities used cash and cash equivalents of $21.9 million during the nine months ended September 30, 2021, primarily due to repayments on the Credit Facility and the payment of distributions to stockholders, offset by proceeds from sales of common stock.
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As of September 30, 2022, we had cash and cash equivalent resources of $19.3 million, including $9.5 million of restricted cash. As of September 30, 2022, we had approximately $88.9 million undrawn and available to be drawn under the Credit Facility based on the collateral and portfolio quality requirements stipulated in the related credit agreement.
As of December 31, 2021, we had cash and cash equivalent resources of $22.5 million, including $10.3 million of restricted cash. As of December 31, 2021, we had approximately $43.4 million undrawn and available to be drawn under the Credit Facility based on the collateral and portfolio quality requirements stipulated in the related credit agreement.
STRS JV
In January 2019, we and STRS Ohio formed a joint venture, STRS JV, that invests primarily in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest index rate based on LIBOR, SOFR, or an equivalent index rate and have a term of three to six years. STRS JV invests in portfolio companies in the same industries in which we may directly invest. STRS JV was formed as a Delaware LLC and is not consolidated by either us or STRS Ohio for financial reporting purposes. On July 19, 2019 STRS JV formally launched operations. As of September 30, 2022, STRS JV had total assets of $306.4 million. As of December 31, 2021, STRS JV had total assets of $273.5 million.
We provide capital to STRS JV in the formof LLC equity interests and subordinated notes. In February 2022, we increased our capital commitment to the STRS JV in the amount of an additional $25.0 million, which brings our total capital commitment to the STRS JV to $100.0 million, comprised of $80.0 million of subordinated notes and $20.0 million of LLC equity interests.
As of September 30, 2022, our and STRS Ohio’s economic ownership in STRS JV were approximately 66.67% and 33.33%, respectively. As of September 30, 2022, our investment in STRS JV consisted of equity contributions and subordinated note advances of $20.0 million and $80.0 million, respectively, both of which were fully funded.
As of December 31, 2021, our and STRS Ohio’s economic ownership in STRS JV were approximately 60% and 40%, respectively. As of December 31, 2021, we had commitments to fund equity interests and subordinated notes in STRS JV of $15.0 million and $60.0 million, respectively, both of which were fully funded.
STRS JV is managed by a four-person board of managers, two of whom are selected by us and two of whom are selected by STRS Ohio. All material decisions with respect to STRS JV, including those involving its investment portfolio, require unanimous approval of a quorum of the board of managers. Quorum is defined as (i) the presence of two members of the board of managers; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of managers; provided that the individual that was elected, designated or appointed by the member with only one individual present is entitled to cast two votes on each matter; or (iii) the presence of four members of the board of managers; provided that two individuals are present that were elected, designated or appointed by each member.
Below is a summary of STRS JV’s portfolio as of September 30, 2022 and December 31, 2021:
Total investments(1)
Weighted average effective yield on total portfolio(2)
10.1
7.9
Number of portfolio companies in STRS JV
Largest portfolio company investment(1)
22,967
Total of five largest portfolio company investments(1)
77,439
83,057
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STRS JV’s investments consisted of the following:
4.8
5.2
5.1
6.4
5.4
6.2
4.0
6.6
6.8
3.9
11.9
15.7
4.3
9.9
5.8
5.3
3.6
See Note 4 to our consolidated financial statements for further discussion on STRS JV’s portfolio and selected balance sheet information as of September 30, 2022 and December 31, 2021 and selected statement of operations information for the three and nine months ended September 30, 2022 and 2021.
Capital Raises
On October 25, 2021, we completed an offering of 1,900,000 shares of our common stock at a public offering price of $15.81 per share, inclusive of underwriting discounts and commissions. In connection with the offering, we granted the underwriters an overallotment option to purchase up to an additional 285,000 shares of our common stock. The issuance of 1,900,000 shares resulted in net proceeds to us of $29.4 million, inclusive of underwriting discounts and commissions and before offering expenses. On November 3, 2021, we raised an additional $4.3 million from the issuance of an additional 282,300 shares pursuant to the underwriters’ exercise of the overallotment option to purchase additional shares. WhiteHorse Advisers agreed to bear a portion of the underwriting discounts and commissions in connection with the offering, such that the issuance of 2,182,300 shares (which includes the additional shares issued pursuant to the overallotment option) resulted in net proceeds to us of $33.7 million before offering expenses, which was at or above our net asset value per share at the time of the offering and the overallotment option.
At-the-Market Offering
On March 15, 2021, we entered into an equity distribution agreement, or the Equity Distribution Agreement, with WhiteHorse Advisers, WhiteHorse Administration and Raymond James & Associates, Inc., as the sales agent, or the Sales Agent, in connection with the sale of shares of our common stock, with an aggregate offering price of up to $35.0 million. The Equity Distribution Agreement provides that we may offer and sell shares of our common stock from time to time through the Sales Agent in amounts and at times to be determined by us (the “ATM Offering”). Actual sales will depend on a variety of factors to be determined by us from time to time, including market conditions and the trading price of our common stock. We expect to use all or substantially all of the net proceeds from the ATM Offering to invest in portfolio companies in accordance with our investment objective and strategies and for general corporate purposes. Since the commencement of the ATM Offering, gross proceeds of $4.4 million have been raised.
Credit Facility
On December 23, 2015, our wholly owned subsidiary WhiteHorse Credit I, LLC, or WhiteHorse Credit, entered into a revolving credit and security agreement with JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent and lender (the “Credit Facility”).
On December 21, 2020, the terms of the Credit Facility were amended to, among other things, (i) increase the minimum funding amount from $175.0 million to $200.0 million, (ii) increase the size of the facility from $250.0 million to $285.0 million, (iii) retain an accordion feature which allows for the expansion of the borrowing limit up to $350.0 million and (iv) provide for the implementation of certain changes relating to the transition away from LIBOR in the market.
On July 15, 2021, the terms of the Credit Facility were amended to, among other things, allow WhiteHorse Credit to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from November 22, 2021 to November 22, 2022, extend the end of the reinvestment period from November 22, 2023 to November 22, 2024 and extend the scheduled termination date from November 22, 2024, to November 22, 2025.
On October 4, 2021, the terms of the Credit Facility were amended to, among other things, establish a temporary upsize to the borrowing capacity under the Credit Facility, which allowed WhiteHorse Credit to borrow up to $335.0 million for a three-month period beginning on October 4, 2021.
On January 4, 2022, the terms of the Credit Facility were amended to, among other things, continue to establish a temporary upsize to the borrowing capacity under the Credit Facility, which allowed WhiteHorse Credit to borrow up to $335.0 million for a four-month period that originally began on October 4, 2021.
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On February 4, 2022, the terms of the Credit Facility were further amended to, among other things (i) increase WhiteHorse Credit’s availability under the Credit Facility from $285.0 million to $310.0 million (the “$25 Million Increase”), (ii) increase the minimum funding amount from $200.0 million to $217.0 million, (iii) extend an additional temporary increase of $25.0 million in availability under the Credit Facility, allowing WhiteHorse Credit to borrow up to $335.0 million through April 4, 2022 (the “$25 Million Temporary Increase”), and (iv) apply an annual interest rate equal to applicable SOFR plus 2.50% to any borrowings under the $25 Million Increase in the Credit Facility and the $25 Million Temporary Increase in availability under the Credit Facility.
On March 30, 2022, the terms of the Credit Facility were further amended to, among other things: (i) increase WhiteHorse Credit’s availability under the Credit Facility from $310.0 million to $335.0 million; (ii) retain an accordion feature which allows for the expansion of the borrowing limit up to $375.0 million; and (iii) increase the minimum funding amount from $217.0 million to $234.5 million.
As of September 30, 2022, the Credit Facility provided for borrowings in an aggregate principal amount up to $335.0 million with an accordion feature which allows for the expansion of the borrowing limit up to $375.0 million, subject to consent from the Lender and other customary conditions. As of September 30, 2022, the required minimum outstanding borrowings under the Credit Facility were $234.5 million.
Under the Credit Facility, there are two coverage tests that WhiteHorse Credit must meet on specified compliance dates in order to permit WhiteHorse Credit to make new borrowings and to make distributions in the ordinary course: (i) a borrowing base test and (ii) a market value test. The borrowing base test compares, at any given time, the aggregate outstanding amount of all Lender advances under the Credit Facility less the amount of principal proceeds in respect of the collateral on deposit in the accounts to the net asset value of the collateral, as set forth in the credit agreement, as amended and restated from time to time, in connection therewith (the “Amended Loan Agreement”), and related documentation. To meet the borrowing base test, this ratio must be less than or equal to 60%, as set forth in the Amended Loan Agreement and related documentation. To meet the market value test, the value of WhiteHorse Credit’s portfolio investments must exceed a minimum of 167.5% of the aggregate outstanding amount of all Lender advances as set forth in the Amended Loan Agreement and related documentation.
Advances under the Credit Facility are based on the three-month LIBOR for USD denominated borrowings plus an annual spread of 2.35% on outstanding USD denominated borrowings up to $285.0 million and SOFR plus 2.50% on USD denominated borrowings above $285.0 million. The Credit Facility bears interest at EURIBOR, for EUR denominated borrowings, CDOR for CAD denominated borrowings, Sterling Overnight Index Average, for GBP denominated, plus a spread of 2.35% on outstanding borrowings. Interest is payable quarterly in arrears. WhiteHorse Credit is required to pay a non-usage fee which accrues at 0.75% per annum on the average daily unused amount of the financing commitments, to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. WhiteHorse Credit paid an upfront fee and incurred certain other customary costs and expenses in connection with obtaining the Credit Facility. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on November 22, 2025.
The Credit Facility and the related documents require WhiteHorse Finance and WhiteHorse Credit to, among other things, agree to make certain customary representations and to comply with customary affirmative and negative covenants. The Credit Facility also includes customary events of default for credit facilities of this nature, including breaches of representations, warranties or covenants by WhiteHorse Finance or WhiteHorse Credit, the occurrence of a change in control, or failure to maintain certain required ratios.
If we fail to perform our obligations under the Amended Loan Agreement or the related agreements, an event of default may occur, which could cause the Lender to accelerate all of the outstanding debt and other obligations under the Credit Facility or to exercise other remedies under the Amended Loan Agreement. Any such developments could have a material adverse effect on our financial condition and results of operations.
If any of our contractual obligations discussed above is terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide
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the services we expect to receive under our Investment Advisory Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.
As of September 30, 2022, there was $246.1 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $88.9 million was available to be drawn on such date. The Credit Facility is secured by all of the assets of WhiteHorse Credit, which included loans with a fair value of $621.4 million as of September 30, 2022.
As of December 31, 2021, there was $291.6 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $43.4 million was available to be drawn on such date. The Credit Facility is secured by all of the assets of WhiteHorse Credit, which included loans with a fair value of $719.5 million as of December 31, 2021.
On July 13, 2018, we entered into the 2023 Note Purchase Agreement to sell in a private offering $30 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 6.000% 2023 Notes is payable semiannually on February 7 and August 7, at a fixed, annual rate of 6.00%. This interest rate is subject to increase (up to 6.50%) in the event that, subject to certain exceptions, the 6.000% 2023 Notes cease to have an investment grade rating. The 6.000% 2023 Notes mature on August 7, 2023, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 6.000% 2023 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on August 7, 2018. We used the net proceeds from this offering, together with cash on hand, to redeem existing debt.
On October 20, 2020, we entered into the 2025 Note Purchase Agreement to sell in a private offering $40 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 5.375% 2025 Notes is payable semiannually on April 20 and October 20, at a fixed, annual rate of 5.375%. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 5.375% 2025 Notes cease to have an investment grade rating. The 5.375% 2025 Notes mature on October 20, 2025, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 5.375% 2025 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on October 20, 2020. We used the net proceeds from this offering to redeem existing debt.
On December 4, 2020, we entered into the 2026 Note Purchase Agreement to sell in a private offering $10 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 5.375% 2026 Notes is payable semiannually on June 4 and December 4, at a fixed, annual rate of 5.375%. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 5.375% 2026 Notes cease to have an investment grade rating. The 5.375% 2026 Notes mature on December 4, 2026, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 5.375% 2026 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on December 4, 2020. We used the net proceeds from this offering to redeem existing debt.
On December 4, 2020, we entered into the 2027 Note Purchase Agreement to sell in a private offering $10 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 5.625% 2027 Notes is payable semiannually on June 4 and December 4, at a fixed, annual
rate of 5.625%. This interest rate is subject to increase (up to 6.625%) in the event that, subject to certain exceptions, the 5.625% 2027 Notes cease to have an investment grade rating. The 5.625% 2027 Notes mature on December 4, 2027, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 5.625% 2027 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on December 4, 2020. We used the net proceeds from this offering to redeem existing debt.
On November 24, 2021, we completed a public offering of $75 million of aggregate principal amount of unsecured notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under the Credit Facility. Interest on the 4.000% 2026 Notes is paid semiannually on June 15, and December 15, at a fixed, annual rate of 4.00%. The 4.000% 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at any time prior to September 15, 2026, at par plus a “make-whole” premium, and thereafter at par. The 4.000% 2026 Notes will rank equally in right of payment with our other outstanding and future unsecured, unsubordinated indebtedness, including the 6.000% 2023 Notes, the 5.375% 2025 Notes, the 5.375% 2026 Notes, the 5.625% 2027 Notes and the 4.250% 2028 Notes. The 4.000% 2026 Notes will effectively rank behind all of our existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which we subsequently grant security) in right of payment, to the extent of the value of the assets securing such indebtedness, including our Credit Facility.
On December 6, 2021, we entered into the 2028 Note Purchase Agreement to sell in a private offering $25 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 4.250% 2028 Notes is payable semiannually on June 6 and December 6, at a fixed, annual rate of 4.25%. This interest rate is subject to increase (up to 5.25%) in the event that, subject to certain exceptions, the 4.250% 2028 Notes cease to have an investment grade rating. The 4.250% 2028 Notes mature on December 6, 2028, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 4.250% 2028 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on December 6, 2021. We used the net proceeds from this offering to redeem existing debt.
2025 Public Notes
On November 13, 2018, we completed a public offering of $35 million of aggregate principal amount of unsecured notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under the Credit Facility. Interest on the 2025 Public Notes was paid quarterly on February 28, May 31, August 31 and November 30 each year, at a fixed, annual rate of 6.50%. The 2025 Public Notes had a maturity date of November 30, 2025 and were redeemable in whole or in part at any time, or from time to time, at our option on or after November 30, 2021. The 2025 Public Notes were redeemed on December 17, 2021 and were de-listed from the Nasdaq Global Select Market where they were trading under the symbol “WHFBZ.”
Portfolio Investments and Yield
As of September 30, 2022, our investment portfolio consisted primarily of senior secured loans across 107 positions in 68 companies with an aggregate fair value of $764.6 million. As of September 30, 2022, the majority of our portfolio was comprised of senior secured loans to lower middle market borrowers and nearly all of those loans were variable-rate investments (primarily indexed to LIBOR or SOFR) with three fixed-rate loan investments representing 0.4% based on fair value. As of September 30, 2022, our portfolio had an average investment size of $6.3 million based on fair value and average debt investment size of $7.7 million, with investment sizes ranging from zero to $23.2 million and a weighted average effective yield of 11.0% (and a weighted average effective yield on income-producing debt investments of 11.4%).
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As of December 31, 2021, our investment portfolio consisted primarily of senior secured loans across 127 positions in 76 companies with an aggregate fair value of $819.2 million. As of December 31, 2021, the majority of our portfolio was comprised of senior secured loans to lower middle market borrowers and nearly all of those loans were variable-rate investments, primarily indexed to LIBOR, with four fixed-rate loan investments representing 0.4% based on fair value. As of December 31, 2021, our portfolio had an average investment size of $5.9 million based on fair value and average debt investment size of $6.8 million, with investment sizes ranging from zero to $24.0 million and a weighted average effective yield of 9.0% (and a weighted average effective yield on income-producing debt investments of 9.1%).
For the nine months ended September 30, 2022, we invested $223.8 million in new and existing portfolio companies, offset by repayments and sales of $271.8 million. Proceeds from sales totaled $111.7 million while repayments included $9.1 million of scheduled repayments and $151.0 million of unscheduled repayments.
For the nine months ended September 30, 2021, we invested $328.7 million in new and existing portfolio companies, offset by repayments and sales of $343.3 million. Proceeds from sales totaled $125.7 million while repayments included $8.3 million of scheduled repayments and $209.3 million of unscheduled repayments.
We actively monitor and manage our portfolio with regard to individual company performance as well as general market conditions. Investment decisions on new originations generally include an analysis of the impact of the new loan on our broader portfolio, including a “top-down” assessment of portfolio diversification and risk exposure. This assessment includes a review of portfolio concentration by issuer, industry, geography and type of credit as well as an evaluation of our portfolio’s exposure to macroeconomic factors and cyclical trends.
We believe that consistent, active monitoring of individual companies and the broader market is integral to portfolio management and a critical component of our investment process. Our investment adviser uses several methods to evaluate and monitor the performance and fair value of our investments, which may include the following:
As part of the monitoring process, our investment adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. This risk rating system is intended to identify and assess risks relative to when we initially made the investment and could be impacted by such factors as company-specific performance, changes in collateral, changes in potential exit opportunities or macroeconomic conditions.
All investments are initially assigned a rating of 2, as this grade represents a company that is meeting initial expectations with regard to performance and outlook. A rating may be improved to a 1 if, in the opinion of our investment adviser, a portfolio company’s risk of loss has been reduced relative to initial expectations. An investment will be assigned a rating of 3 if the risk of loss has increased relative to initial expectations and will be assigned a rating of 4 if our investment principal is at a material risk of not being fully repaid. A rating of 5 indicates an investment is in payment default and has significant risk of not receiving full repayment.
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The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value:
Investment Performance Rating ($ in millions)
Investments atFair Value
Percentage ofTotal Portfolio
94.6
12.4
125.8
15.4
544.2
71.1
611.9
74.7
116.9
15.3
73.2
8.9
8.3
Total Portfolio
764.6
819.2
Distributions
In order to maintain our status as a RIC and to avoid the imposition of corporate-level tax on income, we must distribute dividends to our stockholders each taxable year of an amount generally at least equal to the sum of 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses out of the assets legally available for distribution. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses, or capital gain net income, adjusted for certain ordinary losses, for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and capital gain net income for preceding years that were not distributed during such years on which we incurred no U.S. federal income tax.
During the three and nine months ended September 30, 2022 we declared to stockholders distributions of $0.355 and $1.065 for total distributions of $8.3 million and $24.7 million. During the three and nine months ended September 30, 2021 we declared to stockholders distributions of $0.355 and $1.065 per share, respectively for total distributions of $7.4 million and $22.1 million, respectively.
The timing and amount of our quarterly distributions, if any, are determined by our board of directors. While we intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution, we may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a business development company under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.
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To the extent our taxable earnings fall below the total amount of our distributions paid for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. During the nine months ended September 30, 2022, we estimate that distributions to stockholders included $24.7 million of ordinary income, for tax purposes, based on earnings for the fiscal year ended December 31, 2021 and current earnings for the nine months ended September 30, 2022. The specific tax characteristics of the distribution will be reported to stockholders on or after the end of the calendar year 2022 and in our periodic reports with the SEC. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.
In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend under published guidance from the Internal Revenue Service) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.
We have adopted an “opt out” dividend reinvestment plan, or the DRIP, for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholder receives cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
We entered into the Investment Advisory Agreement with WhiteHorse Advisers in accordance with the 1940 Act on December 4, 2012, which was most recently amended on November 1, 2018. Under the Investment Advisory Agreement, WhiteHorse Advisers manages our day-to-day investment operations and provides us with access to personnel and an investment committee and certain other resources so that we may fulfill our obligation to act as a portfolio manager of WhiteHorse Credit under the Credit Facility. Payments under the Investment Advisory Agreement in future periods will be equal to (1) a management fee equal to 2.0% of the value of our consolidated gross assets; provided, however, that the management fee on consolidated gross assets financed using leverage over 200% asset coverage (in other words, over 1.0x debt to equity) will be equal to 1.25% and (2) an incentive fee based on our performance. See “Investment Advisory Agreement” in Note 7 to the consolidated financial statements.
We also entered into the Administration Agreement with WhiteHorse Administration on December 4, 2012. Pursuant to the Administration Agreement, WhiteHorse Administration furnishes us with office facilities and administrative services necessary to conduct our day-to-day operations. WhiteHorse Administration also furnishes us with resources necessary for us to act as portfolio manager to WhiteHorse Credit under the Credit Facility. If requested to provide managerial assistance to our portfolio companies, WhiteHorse Administration will be paid an additional amount based on the services provided, which amount will not, in any case, exceed the amount we receive from the portfolio companies for such services. Payments under the Administration Agreement will be based upon our allocable portion of WhiteHorse Administration’s overhead expenses in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of our chief financial officer and chief compliance officer along with their respective staffs.
WhiteHorse Advisers, WhiteHorse Administration or their respective affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, WhiteHorse Advisers, WhiteHorse Administration or their respective affiliates may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders. Such persons may face conflicts in the allocation of investment opportunities among us and other investment funds or accounts advised by or affiliated with WhiteHorse Advisers or WhiteHorse Administration. WhiteHorse Advisers or its affiliates will seek to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time.
We depend on the communications and information systems and policies of WhiteHorse Advisers and its affiliates as well as certain third-party service providers to monitor and prevent cybersecurity incidents. Our board of directors and management periodically review and assess the effectiveness of such communications and information systems and policies.
Critical Accounting Estimates
The preparation of our financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. We have identified the following as critical accounting estimates.
Principles of Consolidation
Under the investment company financial accounting guidance, as formally codified in Accounting Standards Codification, or ASC, Topic 946, Financial Services - Investment Companies, we are precluded from consolidating any entity other than another investment company. As provided under ASC Topic 946, we generally consolidate any investment company when we own 100% of its partners’ or members’ capital or equity units. We own a 100% equity interest in each of WhiteHorse Credit, WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings, LLC and WhiteHorse Finance Holdings, LLC, which are investment companies for accounting purposes. As such, we have consolidated the accounts of WhiteHorse Credit, WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings LLC and WhiteHorse Finance Holdings, LLC into our financial statements. As a result of this consolidation, the amount outstanding under the Credit Facility is treated as our indebtedness.
Valuation of Portfolio Investments
We value our investments in accordance with ASC Topic 820 - Fair Value Measurements and Disclosures. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. ASC Topic 820’s definition of fair value focuses on exit price in the principal, or most advantageous, market and prioritizes the use of market-based inputs over entity-specific inputs within a measurement of fair value.
In addition, on December 3, 2020, the SEC announced that it adopted Rule 2a-5 under the 1940 Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the 1940 Act. The new rule clarifies how fund boards can satisfy their fair valuation obligations in light of recent market developments. The rule permits boards to designate the fund’s investment adviser to perform fair value determinations, subject to board oversight and certain other conditions. Effective September 8, 2022, the Board designated the Investment Adviser as the Company’s valuation designee to perform the fair value determinations relating to all of our investments, subject to the oversight of the Board.
Our portfolio consists primarily of debt investments. These investments are valued at their bid quotations obtained from unaffiliated market makers or other financial institutions that trade in similar investments or based on prices provided by independent third party pricing services. For investments where there are no available bid quotations, fair value is derived using proprietary models that consider the analyses of independent valuation agents as well as credit risk, liquidity, market credit spreads and other applicable factors for similar transactions.
Due to the nature of our strategy, our portfolio includes relatively illiquid investments that are privately held. Valuations of privately held investments are inherently uncertain, may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.
The Investment Adviser, as the valuation designee, is ultimately responsible for determining the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available on a quarterly basis in good faith or any other situation where portfolio investments require a fair value determination. The Investment Adviser has retained one or more independent valuation firms to review the valuation of each portfolio investment that does not have a readily available market quotation at least once during each 12-month period. Independent valuation firms retained by the Investment Adviser provide a valuation review on approximately 25% of our investments for which market quotations are not readily available each quarter to ensure that the fair value of each investment for which a market quote is not readily available is reviewed by an independent valuation firm at least once during each 12-month period. However, the Investment Adviser does not intend to have de minimis investments of less than 1.5% of our total assets (up to an aggregate of 10% of our total assets) independently reviewed.
The valuation process is conducted at the end of each fiscal quarter, with a portion of our valuations of portfolio companies without market quotations subject to review by one or more independent valuation firms each quarter. When an external event occurs with respect to one of our portfolio companies, such as when a purchase transaction, public offering or subsequent equity sale occurs, we expect to use the pricing indicated by such external event to corroborate our valuation.
With respect to investments for which market quotations are not readily available, our Investment Adviser undertakes a multi-step valuation process each quarter, as described below:
Fair value of publicly traded instruments is generally based on quoted market prices. Fair value of non-publicly traded instruments, and of publicly traded instruments for which quoted market prices are not readily available, may be determined based on other relevant factors, including without limitation, quotations from unaffiliated market makers or independent third party pricing services, the price activity of equivalent instruments and valuation pricing models. For those investments valued using quotations, the bid price is generally used unless we determine that it is not representative of an exit price.
Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
Investments for which fair value is determined using inputs defined above as Level 3 are fair valued using the income and market approaches, which may include the discounted cash flow method, reference to performance statistics of industry comparables, relative comparable yield analysis and, in certain cases, third party valuations performed by independent valuation firms. The valuation methods can reference various factors and use various inputs such as assumed growth rates, capitalization rates and discount rates, loan-to-value ratios, liquidation value, relative capital structure priority, market comparables, compliance with applicable loan, covenant and interest coverage performance, book value, market derived multiples, reserve valuation, assessment of credit ratings of an underlying borrower, review of ongoing performance, review of financial projections as compared to actual performance, review of interest rate and yield risk. Such factors may be given different weighting depending on our assessment of the underlying investment, and we may analyze apparently comparable investments in different ways.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument.
Fair value for each investment is derived using a combination of valuation methodologies that, in the judgment of the investment committee of the investment adviser are most relevant to such investment, including being based on one or more of the following: (i) market prices obtained from market makers for which the investment committee has deemed there to be enough breadth (number of quotes) and depth (firm bids) to be indicative of fair value, (ii) the price paid or realized in a completed transaction or binding offer received in an arm’s-length transaction, (iii) a discounted cash flow analysis, (iv) the guideline public company method, (v) the similar transaction method or (vi) the option pricing method.
Investment Transactions and Related Investment Income and Expense
We record our investment transactions on a trade date basis, which is the date when we have determined that all material terms have been defined for the transactions. These transactions could possibly settle on a subsequent date depending on the transaction type. All related revenue and expenses attributable to these transactions are reflected on our consolidated statements of operations commencing on the trade date unless otherwise specified by the transaction documents. Realized gains and losses on investment transactions are recorded on the specific identification method.
We accrue interest income if we expect that ultimately we will be able to collect it. Generally, when an interest payment default occurs on a loan in our portfolio, or if our management otherwise believes that the issuer of the loan will not be able to service the loan and other obligations, we place the loan on non-accrual status and will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, we remain contractually entitled to this interest. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written off when it becomes probable that such interest will not be collected and the amount of uncollectible interest can be reasonably estimated. Any original issue discount, as well as any other market purchase discount or premium on debt investments, are accreted or amortized to interest income or expense, respectively, over the maturity periods of the investments. Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Interest expense is recorded on an accrual basis. Certain expenses related to legal and tax consultation, due diligence, rating fees, valuation expenses and independent collateral appraisals may arise when we make certain investments. These expenses are recognized in the consolidated statements of operations as they are incurred.
Loan Origination, Facility, Commitment and Amendment Fees
We may receive fees in addition to interest income from the loans during the life of the investment. We may receive origination fees upon the origination of an investment. We defer these origination fees and deduct them from the cost basis of the investment and subsequently accrete them into income over the term of the loan. We may receive facility, commitment and amendment fees, which are paid to us on an ongoing basis. We accrue facility fees, sometimes referred to as asset management fees, as a percentage periodic fee on the base amount (either the funded facility amount or the committed principal amount). Commitment fees are based upon the undrawn portion committed by us and we record them on an accrual basis. Amendment fees are paid in connection with loan amendments and waivers and we account for them upon completion of the amendments or waivers, generally when such fees are receivable. We include any such fees in fee income on the consolidated statements of operations.
Recent Accounting Pronouncements
See Note 2 to our consolidated financial statements, which discusses recent accounting pronouncements applicable to us, if any.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. During the period covered by our financial statements, many of the loans in our portfolio had floating interest rates, and we expect that many of our loans to portfolio companies in the future will also have floating interest rates. These loans are usually based on a floating rate based on LIBOR or SOFR that resets quarterly to the applicable LIBOR or SOFR. Interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. Since we plan to use debt to finance investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. In addition, U.S. and global capital markets have experienced a higher level of stress due to the global COVID-19 pandemic which has resulted in an increase in the level of volatility across such markets and a general decline in value of securities held by us. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Assuming that the consolidated statement of assets and liabilities as of September 30, 2022 was to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands).
Increase (Decrease)
Net Increase
Basis Point Increase (Decrease)
in Interest Income
in Interest Expense
(Decrease)
(100)
(7,214)
(2,461)
(4,753)
7,452
2,461
4,991
14,904
4,922
9,982
22,357
7,383
14,974
29,809
9,844
19,965
500
37,261
12,305
24,956
As of September 30, 2022, nearly all of the performing floating rate investments in our portfolio had interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor and, in the case of investments in our portfolio, quarterly to a floor based on LIBOR or SOFR, only if the floor exceeds the index. Under these loans, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor.
For a discussion of the risks associated with the discontinuation of LIBOR, see “Item 1A. Risk Factors — Risks Relating to Our Business and Structure — Since we are using debt to finance our investments, and we may use additional debt or preferred stock financing going forward, changes in interest rates may affect our cost of capital, net investment income, value of our common stock and our rate of return on invested capital” in our most recent Annual Report on Form 10-K.
Although management believes that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit markets, the size, credit quality or composition of the assets in our portfolio and other business developments, including borrowing, that could affect a net increase in net assets resulting from operations or net income. It also does not adjust for the effect of the time-lag between a change in the relevant interest rate index and the rate adjustment under the applicable loan. Accordingly, we can offer no assurances that actual results would not differ materially from the statement above.
We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts to the extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.
We may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of our investments denominated in foreign currencies. We currently utilize forward foreign currency exchange contracts to protect ourselves against fluctuations in exchange rates. During the three and nine months ended September 30, 2022, we recognized unrealized gains of $10,000 and zero respectively, in the consolidated statements of operations relating to forward currency exchange contracts. During the three and nine months ended September 30, 2021, we recognized unrealized gains of $187,000 and 186,000, respectively, in the consolidated statements of operations relating to forward currency exchange contracts. During the three and nine months ended September 30, 2022, we recognized realized losses of $0 and $8,000, respectively, in the consolidated statements of operations relating to forward currency exchange contracts. During the three and nine months ended September 30, 2021 we recognized realized gains of $1,000 and losses of $3,000, respectively, in the consolidated statements of operations relating to forward currency exchange contracts. See Note 3 to our consolidated financial statements.
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Item 4. Controls and Procedures
As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, each of WhiteHorse Finance, WhiteHorse Advisers and WhiteHorse Administration is currently not a party to any material legal proceeding.
Item 1A. Risk Factors
In addition to the below risk factor and other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our most recent Annual Report on Form 10-K, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.
We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.
General interest rate fluctuations may have a substantial negative impact on our investments and our investment returns and, accordingly, may have a material adverse effect on our investment objective and our net investment income.
Because we borrow money and may issue debt securities or preferred stock to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. In this period of rising interest rates, our interest income will increase as the majority of our portfolio bears interest at variable rates while our cost of funds will also increase, to a lesser extent, given a portion of our indebtedness bears interest at fixed rates, with the net impact being an increase to our net investment income, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk.” Conversely, if interest rates decrease we may earn less interest income from investments and our cost of funds will also decrease, to a lesser extent, resulting in lower net investment income. From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Our portfolio primarily consists of fixed and floating rate investments. Market prices tend to fluctuate more for fixed-rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of up to 10 years. Market prices for debt that pays a fixed rate of return tend to decline as interest rates rise.
This means that we are subject to greater risk (other things being equal) than a fund invested solely in shorter-term, fixed-rate securities. Market prices for floating rate investments may also fluctuate in rising rate environments with prices tending to decline when credit spreads widen. A decline in the prices of the debt we own could adversely affect our net assets resulting from operations and the market price of our common stock.
Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to us. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to pay dividends at a level that provides a similar return, which could reduce the value of our common stock.
If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.
Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies are in industries that have been impacted by inflation. Recent inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our portfolio companies’ operations. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations. Additionally, the Federal Reserve has raised, and has indicated its intent to continue raising, certain benchmark interest rates in an effort to combat inflation. See “—We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.”
We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
The use of leverage, including through the issuance of senior securities, magnifies the potential for gain or loss on amounts invested. We have incurred leverage in the past and currently incur leverage through credit facilities and issuance of public and private notes. From time to time, we intend to incur additional leverage to the extent permitted under the 1940 Act. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. In the future, we may borrow from, and issue senior securities to, banks, insurance companies and other lenders. Holders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such holders to seek recovery against our assets in the event of a default.
90
WhiteHorse Credit has pledged, and expects to continue to pledge, all or substantially all of its assets. WhiteHorse Credit has granted, and may in the future grant, a security interest in all or a portion of its assets under the Credit Facility. In addition, under the terms of the Credit Facility, we must use the net proceeds of any investments that we sell to repay amounts then due with respect to our debt and certain other amounts owing under the Credit Facility before applying such net proceeds to other uses, such as distributing them to our stockholders.
We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments into which we may enter. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses.
If the value of our assets decreases, leverage would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our common stock or preferred stock. Our ability to service our debt will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management fee payable to WhiteHorse Advisers.
As a business development company, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%, subject to certain disclosure requirements, as is specified in the 1940 Act. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions to our stockholders. As of September 30, 2022, our total outstanding indebtedness was $436.1 million and our asset coverage was 178.7%.
The amount of leverage that we employ will depend on WhiteHorse Advisers’ and our board of directors’ assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to maintain our borrowings under our existing indebtedness or to obtain other credit at all or on terms acceptable to us. For information regarding a reduction in the asset coverage ratio applicable to us, see Item 1A. Risk Factors - “The SBCAA allows us to incur additional leverage, which may increase the risk of investing with us” in our most recent Annual Report on Form 10-K.
In addition, the terms governing our existing indebtedness and any indebtedness that we incur in the future could impose financial and operating covenants that restrict our business activities, including limitations that may hinder our ability to finance additional loans and investments or make the distributions required to maintain our ability to be subject to tax as a RIC.
The instruments governing our existing indebtedness contain terms and conditions for senior unsecured notes issued in a private placement, including minimum stockholders’ equity, minimum asset coverage ratio, maximum debt to equity ratio and prohibitions on certain fundamental changes of the Company or any subsidiary guarantor. These instruments also contain customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain judgements and orders, and certain events of bankruptcy.
91
The breach of any of the covenants or restrictions, unless cured within the applicable grace period, would result in a default under the applicable indebtedness arrangement that would permit the lenders thereunder to declare all amounts outstanding to be due and payable. In such an event, we may not have sufficient assets to repay such indebtedness. As a result, any default could have serious consequences to our financial condition. An event of default or an acceleration under these arrangements could also cause a cross-default or cross-acceleration of another debt instrument or contractual obligation, which would adversely impact our liquidity. We may not be granted waivers or amendments to these arrangements if for any reason we are unable to comply with them, and we may not be able to refinance such arrangements on terms acceptable to us, or at all.
The reduction of our asset coverage requirement from 200% to 150% increases the amount of debt that we are permitted to incur, such that the Company’s maximum debt to equity ratio increased from a prior maximum of 1.0x (equivalent of $1 of debt outstanding for each $1 equity) to a maximum of 2.0x (equivalent to $2 of debt outstanding for each $1 of equity). Increased leverage could amplify the risks associated with investing in the Company. For example, if the value of the Company’s assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Company to acquire additional assets, leverage will cause the Company’s net asset value to decline more sharply than it otherwise would have without leverage or with lower leverage. Any decrease in the Company’s revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Company had not borrowed or had borrowed less.
The following table illustrates the effect of leverage on returns from an investment in our common stock as of September 30, 2022, assuming that we employ leverage such that our asset coverage equals (1) our actual asset coverage as of September 30, 2022 and (2) 150%, each at various annual returns, net of expenses and as of September 30, 2022. The purpose of this table is to assist investors in understanding the effects of leverage. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.
Assumed Return on Our Portfolio (Net of Expenses)
-10%
-5%
0%
5%
10%
Corresponding return to common stockholder assuming actual asset coverage(1)
(27.8)
(16.7)
5.6
16.8
Corresponding return to common stockholder assuming 150% asset coverage(2)
(40.3)
(25.5)
(10.8)
18.8
Based on our outstanding indebtedness of $436.1 million as of September 30, 2022 and an average cost of funds of 5.61%, 6.000%, 5.375%, 5.375%, 4.000%, 5.625% and 4.250%, which were the effective annualized interest rates of the Credit Facility, 6.000% 2023 Notes, 5.375% 2025 Notes, 5.375% 2026 Notes, 4.000% 2026 Notes, 5.625% 2027 Notes and 4.250% 2028 Notes, respectively, as of that date, our investment portfolio must experience an annual return of at least 3.0% to cover annual interest payments on our outstanding indebtedness.
Based on our outstanding indebtedness of $686.0 million on an assumed 150% asset coverage ratio and an average cost of funds of 5.61%, 6.000%, 5.375%, 5.375%, 4.000%, 5.625% and 4.250%, which were the effective annualized interest rates of the Credit Facility, 6.000% 2023 Notes, 5.375% 2025 Notes, 5.375% 2026 Notes, 4.000% 2026 Notes, 5.625% 2027 Notes and 4.250% 2028 Notes, respectively, as of that date, our investment portfolio must experience an annual return of at least 3.6% to cover annual interest payments on our outstanding indebtedness.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
EXHIBIT INDEX
Number
Description
3.1*
Second Amended and Restated Bylaws*
31.1*
Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2*
Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1*
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2*
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: November 14, 2022
By
/s/ Stuart Aronson
Stuart Aronson
Chief Executive Officer
(Principal Executive Officer)
/s/ Joyson C. Thomas
Joyson C. Thomas
Chief Financial Officer
(Principal Accounting and Financial Officer)