WhiteHorse Finance, Inc 10-Q, filed May 11, 2020
WhiteHorse Finance, Inc. (WHF)
About this 10-Q
WhiteHorse Finance, Inc filed this 10-Q on May 11, 2020, covering the quarter ended March 31, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
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)
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 x 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 | x |
| 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 x
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 per share | WHF |
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
| 6.50% Notes due 2025 | WHFBZ |
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
As of May 7, 2020 the Registrant had 20,546,032 shares of common stock, $0.001 par value, outstanding.
WHITEHORSE FINANCE, INC.
TABLE OF CONTENTS
2
WhiteHorse Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
| March 31, 2020 | December 31, 2019 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Investments, at fair value | ||||||||
| Non-controlled/non-affiliate company investments | $ | 507,384 | $ | 546,744 | ||||
| Non-controlled affiliate company investments | 7,650 | 9,651 | ||||||
| Controlled affiliate company investments | 42,081 | 33,293 | ||||||
| Total investments, at fair value (amortized cost $593,304 and $597,725, respectively) | 557,115 | 589,688 | ||||||
| Cash and cash equivalents | 16,452 | 4,294 | ||||||
| Restricted cash and cash equivalents | 11,497 | 23,252 | ||||||
| Restricted foreign currency (cost of $123) | 116 | — | ||||||
| Interest and dividend receivable | 6,340 | 6,010 | ||||||
| Amounts receivable on unsettled investment transactions | 74 | 360 | ||||||
| Prepaid expenses and other receivables | 354 | 7,620 | ||||||
| Total assets | $ | 591,948 | $ | 631,224 | ||||
| Liabilities | ||||||||
| Debt | $ | 291,129 | $ | 298,924 | ||||
| Distributions payable | 7,294 | 7,294 | ||||||
| Management and incentive fees payable | 6,191 | 8,290 | ||||||
| Interest payable | 1,127 | 1,674 | ||||||
| Accounts payable and accrued expenses | 1,340 | 1,944 | ||||||
| Amounts payable on unsettled investment transactions | 28 | — | ||||||
| Unrealized depreciation on foreign currency forward contracts | 1 | — | ||||||
| Advances received from unfunded credit facilities | 133 | 143 | ||||||
| Total liabilities | 307,243 | 318,269 | ||||||
| Commitments and contingencies (See Note 8) | ||||||||
| Net assets | ||||||||
| Common stock, 20,546,032 and 20,546,032 shares issued and outstanding, par value $0.001 per share, respectively, and 100,000,000 authorized | 21 | 21 | ||||||
| Paid-in capital in excess of par | 300,744 | 300,744 | ||||||
| Accumulated earnings (deficit) | (16,060 | ) | 12,190 | |||||
| Total net assets | 284,705 | 312,955 | ||||||
| Total liabilities and total net assets | $ | 591,948 | $ | 631,224 | ||||
| Number of shares outstanding | 20,546,032 | 20,546,032 | ||||||
| Net asset value per share | $ | 13.86 | $ | 15.23 | ||||
See notes to the consolidated financial statements
3
WhiteHorse Finance, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
| Three months ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Investment income | ||||||||
| From non-controlled/non-affiliate company investments | ||||||||
| Interest income | $ | 13,140 | $ | 14,492 | ||||
| Fee income | 291 | 1,157 | ||||||
| Dividend income | 49 | — | ||||||
| From non-controlled affiliate company investments | ||||||||
| Dividend income | 275 | 275 | ||||||
| From controlled affiliate company investments | ||||||||
| Interest income | 625 | — | ||||||
| Dividend income | 153 | — | ||||||
| Total investment income | 14,533 | 15,924 | ||||||
| Expenses | ||||||||
| Interest expense | 3,668 | 3,073 | ||||||
| Base management fees | 3,092 | 2,589 | ||||||
| Performance-based incentive fees | 441 | 1,751 | ||||||
| Administrative service fees | 171 | 158 | ||||||
| General and administrative expenses | 881 | 682 | ||||||
| Total expenses, before fees waived | 8,253 | 8,253 | ||||||
| Base management fee waived | — | (177 | ) | |||||
| Total expenses, net of fees waived | 8,253 | 8,076 | ||||||
| Net investment income before excise tax | 6,280 | 7,848 | ||||||
| Excise tax | 178 | 237 | ||||||
| Net investment income after excise tax | 6,102 | 7,611 | ||||||
| Realized and unrealized gains (losses) on investments and foreign currency transactions | ||||||||
| Net realized gains (losses) | ||||||||
| Non-controlled/non-affiliate company investments | 510 | (2,018 | ) | |||||
| Non-controlled affiliate company investments | — | — | ||||||
| Foreign currency transactions | (3 | ) | — | |||||
| Foreign currency forward contracts | 6 | — | ||||||
| Net realized gains (losses) | 513 | (2,018 | ) | |||||
| Net change in unrealized appreciation (depreciation) | ||||||||
| Non-controlled/non-affiliate company investments | (22,196 | ) | 1,988 | |||||
| Non-controlled affiliate company investments | (2,001 | ) | (576 | ) | ||||
| Controlled affiliate company investments | (3,953 | ) | — | |||||
| Translation of assets and liabilities in foreign currencies | 580 | |||||||
| Foreign currency forward contracts | (1 | ) | — | |||||
| Net change in unrealized appreciation (depreciation) | (27,571 | ) | 1,412 | |||||
| Net realized and unrealized losses on investments | (27,058 | ) | (606 | ) | ||||
| Net increase (decrease) in net assets resulting from operations | $ | (20,956 | ) | $ | 7,005 | |||
| Per Common Share Data | ||||||||
| Basic and diluted earnings (loss) per common share | $ | (1.01 | ) | $ | 0.34 | |||
| Dividends and distributions declared per common share | $ | 0.36 | $ | 0.36 | ||||
| Basic and diluted weighted average common shares outstanding | 20,546,032 | 20,546,032 | ||||||
See notes to the consolidated financial statements
4
WhiteHorse Finance, Inc.
Consolidated Statements of Changes in Net Assets (Unaudited)
(in thousands, except share and per share data)
| Common Stock | Paid-in Capital in Excess of | Accumulated Undistributed (Overdistributed) | Total Net | |||||||||||||||||
| Shares | Par amount | Par | Earnings | Assets | ||||||||||||||||
| Balance at December 31, 2018 | 20,546,032 | $ | 21 | $ | 301,557 | $ | 13,718 | $ | 315,296 | |||||||||||
| Net increase in net assets resulting from operations: | ||||||||||||||||||||
| Net investment income after excise tax | - | - | - | 7,611 | 7,611 | |||||||||||||||
| Net realized gains (losses) on investments | - | - | - | (2,018 | ) | (2,018 | ) | |||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | 1,412 | 1,412 | |||||||||||||||
| Distributions declared | - | - | - | (7,294 | ) | (7,294 | ) | |||||||||||||
| Balance at March 31, 2019 | 20,546,032 | $ | 21 | $ | 301,557 | $ | 13,429 | $ | 315,007 | |||||||||||
| Balance at December 31, 2019 | 20,546,032 | $ | 21 | $ | 300,744 | $ | 12,190 | $ | 312,955 | |||||||||||
| Net increase in net assets resulting from operations: | ||||||||||||||||||||
| Net investment income after excise tax | - | - | - | 6,102 | 6,102 | |||||||||||||||
| Net realized gains (losses) on investments | - | - | - | 513 | 513 | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | (27,571 | ) | (27,571 | ) | |||||||||||||
| Distributions declared | - | - | - | (7,294 | ) | (7,294 | ) | |||||||||||||
| Balance at March 31, 2020 | 20,546,032 | 21 | 300,744 | (16,060 | ) | 284,705 | ||||||||||||||
See notes to the consolidated financial statements
5
WhiteHorse Finance, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three months ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Cash flows from operating activities | ||||||||
| Net increase (decrease) in net assets resulting from operations | $ | (20,956 | ) | $ | 7,005 | |||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: | ||||||||
| Paid-in-kind income | (308 | ) | (658 | ) | ||||
| Net realized gains (losses) on investments | (510 | ) | 2,018 | |||||
| Net unrealized (appreciation) depreciation on investments | 28,150 | (1,412 | ) | |||||
| Net unrealized appreciation on translation of assets and liabilities in foreign currencies | (580 | ) | - | |||||
| Net unrealized depreciation on foreign currency forward contracts | 1 | |||||||
| Accretion of discount | (684 | ) | (1,328 | ) | ||||
| Amortization of deferred financing costs | 256 | 246 | ||||||
| Acquisition of investments | (27,640 | ) | (49,699 | ) | ||||
| Proceeds from principal payments and sales of portfolio investments | 17,847 | 52,258 | ||||||
| Proceeds for sales of portfolio investments to STRS JV | 15,717 | - | ||||||
| Net changes in operating assets and liabilities: | ||||||||
| Interest and dividend receivable | (330 | ) | (1,225 | ) | ||||
| Prepaid expenses and other receivables | 7,266 | (8 | ) | |||||
| Amounts receivable on unsettled investment transactions | 286 | (4,201 | ) | |||||
| Amounts payable on unsettled investment transactions | 28 | 4,648 | ||||||
| Management and incentive fees payable | (2,099 | ) | 4,163 | |||||
| Accounts payable and accrued expenses | (417 | ) | (804 | ) | ||||
| Interest payable | (547 | ) | (579 | ) | ||||
| Advances received from unfunded credit facilities | (10 | ) | 34 | |||||
| Net cash provided by operating activities | 15,470 | 10,458 | ||||||
| Cash flows from financing activities | ||||||||
| Borrowings | 44,395 | 7,300 | ||||||
| Repayments of debt | (52,045 | ) | (7,300 | ) | ||||
| Deferred financing costs | - | (3 | ) | |||||
| Distributions paid to common stockholders, net of distributions reinvested | (7,294 | ) | (7,294 | ) | ||||
| Net cash used in financing activities | (14,944 | ) | (7,297 | ) | ||||
| Effect of exchange rate changes on cash | (7) | - | ||||||
| Net change in cash, cash equivalents and restricted cash | 519 | 3,161 | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | 27,546 | 33,732 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 28,065 | $ | 36,893 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | 3,995 | $ | 3,405 | ||||
| Non-cash exchanges of investments | 12,741 | - | ||||||
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:
| March 31, | ||||||||
| 2020 | 2019 | |||||||
| Cash and cash equivalents | $ | 16,452 | $ | 30,707 | ||||
| Restricted cash and restricted foreign currency | 11,613 | 6,186 | ||||||
| Total cash, cash equivalents and restricted cash presented in consolidated statements of cash flows | $ | 28,065 | $ | 36,893 | ||||
See notes to the consolidated financial statements
6
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2020
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| North America | ||||||||||||||||||||||||
| Debt Investments | ||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||
| Fluent, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 7.99% | 03/26/18 | 03/27/23 | 8,801 | $ | 8,801 | $ | 8,713 | 3.06 | % | |||||||||||||
| (0.50% Floor) | ||||||||||||||||||||||||
| Agricultural & Farm Machinery | ||||||||||||||||||||||||
| Bad Boy Mowers Acquisition, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 5.75% | 6.75% | 12/19/19 | 12/06/25 | 10,359 | 10,061 | 9,530 | 3.35 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Air Freight & Logistics | ||||||||||||||||||||||||
| Access USA Shipping, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.00% | 9.00% | 02/08/19 | 02/08/24 | 5,578 | 5,514 | 5,467 | 1.92 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Application Software | ||||||||||||||||||||||||
| Newscycle Solutions, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 8.45% | 06/14/19 | 12/29/22 | 5,195 | 5,115 | 4,832 | 1.70 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Revolving Loan | L+ 7.00% | 8.34% | 06/14/19 | 12/29/22 | 301 | 298 | 280 | 0.10 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 5,496 | 5,413 | 5,112 | 1.80 | |||||||||||||||||||||
| Automotive Retail | ||||||||||||||||||||||||
| Team Car Care Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan(12) | base rate+ 7.99% | 9.88% | 02/26/18 | 02/23/23 | 16,607 | 16,390 | 15,942 | 5.60 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| BW Gas & Convenience Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.25% | 7.18% | 11/15/19 | 11/18/24 | 8,394 | 8,079 | 7,848 | 2.76 | ||||||||||||||||
| (0.00% Floor) | ||||||||||||||||||||||||
| 25,001 | 24,469 | 23,790 | 8.36 | |||||||||||||||||||||
| Broadcasting | ||||||||||||||||||||||||
| Alpha Media, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.45% | 08/14/18 | 02/25/22 | 5,330 | 5,237 | 5,090 | 1.79 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Rural Media Group, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.66% | 9.44% | 12/29/17 | 12/29/22 | 7,133 | 7,057 | 6,741 | 2.37 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 12,463 | 12,294 | 11,831 | 4.16 | |||||||||||||||||||||
See notes to the consolidated financial statements
7
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited) - (continued)
March 31, 2020
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| Cable & Satellite | ||||||||||||||||||||||||
| Bulk Midco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.27% | 9.19% | 06/08/18 | 06/08/23 | 15,000 | $ | 14,857 | $ | 13,950 | 4.90 | ||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Communications Equipment | ||||||||||||||||||||||||
| Sorenson Communications, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 7.95% | 03/15/19 | 04/29/24 | 4,744 | 4,628 | 4,489 | 1.58 | ||||||||||||||||
| (0.00% Floor) | ||||||||||||||||||||||||
| Data Processing & Outsourced Services | ||||||||||||||||||||||||
| FPT Operating Company, LLC/ | ||||||||||||||||||||||||
| TLabs Operating Company, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.25% | 9.83% | 12/23/16 | 06/07/24 | 24,751 | 24,542 | 23,266 | 8.17 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Geo Logic Systems Ltd.(5) | ||||||||||||||||||||||||
| First Lien Secured Term Loan(13) | C +6.25% | 7.52% | 12/19/19 | 12/19/24 | 6,838 | 5,115 | 4,420 | 1.55 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Revolving Loan(7)(13) | C +6.25% | 7.52% | 12/19/19 | 12/19/24 | - | - | (17 | ) | (0.01 | ) | ||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 31,589 | 29,657 | 27,669 | 9.71 | |||||||||||||||||||||
| Department Stores | ||||||||||||||||||||||||
| Mills Fleet Farm Group, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.25% | 7.84% | 10/24/18 | 10/24/24 | 14,874 | 14,582 | 13,387 | 4.70 | ||||||||||||||||
| (1.00% Floor) | (0.75% PIK) | |||||||||||||||||||||||
| Distributors | ||||||||||||||||||||||||
| Crown Brands, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.00% | 9.50% | 01/28/19 | 01/25/24 | 5,727 | 5,617 | 5,206 | 1.83 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw Loan(7) | L+ 8.00% | 9.50% | 01/28/19 | 01/25/24 | - | - | (61 | ) | (0.02 | ) | ||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| 5,727 | 5,617 | 5,145 | 1.81 | |||||||||||||||||||||
| Diversified Chemicals | ||||||||||||||||||||||||
| Sklar Holdings, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 9.00% | 11/13/19 | 05/13/23 | 8,903 | 8,722 | 8,547 | 3.00 | ||||||||||||||||
| (1.00% Floor) | (1.00% PIK) | |||||||||||||||||||||||
| First Lien Secured Delayed Draw Loan(7) | L+ 7.00% | 9.00% | 11/13/19 | 05/13/20 | - | - | (61 | ) | (0.02 | ) | ||||||||||||||
| (1.00% Floor) | (1.00% PIK) | |||||||||||||||||||||||
| 8,903 | 8,722 | 8,486 | 2.98 | |||||||||||||||||||||
| Diversified Support Services | ||||||||||||||||||||||||
| ImageOne Industries, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 10.00% | 11.00% | 01/11/18 | 01/11/23 | 7,239 | 7,077 | 6,805 | 2.39 | ||||||||||||||||
| (1.00% Floor) | (4.00% PIK) | |||||||||||||||||||||||
| First Lien Secured Revolving Loan(4)(7) | L+ 10.00% | 11.45% | 07/22/19 | 12/12/22 | 135 | 135 | 127 | 0.04 | ||||||||||||||||
| (1.00% Floor) | (4.00% PIK) | |||||||||||||||||||||||
| NNA Services, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 8.45% | 10/16/18 | 10/16/23 | 9,823 | 9,684 | 9,626 | 3.38 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| 17,197 | 16,896 | 16,558 | 5.81 | |||||||||||||||||||||
See notes to the consolidated financial statements
8
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited) - (continued)
March 31, 2020
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| Education Services | ||||||||||||||||||||||||
| EducationDynamics, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.50% | 9.15% | 11/26/19 | 11/26/24 | 11,603 | $ | 11,387 | $ | 11,487 | 4.03 | ||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Food Retail | ||||||||||||||||||||||||
| AG Kings Holdings, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan(8) | P+ 11.00% | 14.25% | 08/10/16 | 08/10/21 | 13,250 | 12,837 | 6,625 | 2.33 | ||||||||||||||||
| (0.75% Floor) | (2.00% PIK) | |||||||||||||||||||||||
| Health Care Facilities | ||||||||||||||||||||||||
| Grupo HIMA San Pablo, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan A(4) | L+ 9.00% | 10.76% | 05/15/19 | 04/30/19 | 3,855 | 3,855 | 2,891 | 1.02 | ||||||||||||||||
| First Lien Secured Term Loan B(4) | L+ 9.00% | 10.76% | 02/01/13 | 04/30/19 | 13,511 | 13,511 | 10,133 | 3.56 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Second Lien Secured Term Loan(4)(8) | N/A | 15.75% | 02/01/13 | 07/31/18 | 1,028 | 1,024 | - | - | ||||||||||||||||
| (2.00% PIK) | ||||||||||||||||||||||||
| 18,394 | 18,390 | 13,024 | 4.58 | |||||||||||||||||||||
| Health Care Services | ||||||||||||||||||||||||
| CHS Therapy, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan A | L+ 8.50% | 10.00% | 06/14/19 | 06/14/24 | 7,566 | 7,446 | 7,302 | 2.56 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Lab Logistics, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 7.56% | 10/16/19 | 09/25/23 | 106 | 106 | 103 | 0.04 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw Loan(7) | L+ 6.50% | 8.44% | 10/16/19 | 09/25/23 | 5,276 | 5,241 | 5,104 | 1.79 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| PMA Holdco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 10.00% | 11.45% | 06/28/18 | 06/28/23 | 12,902 | 12,684 | 12,708 | 4.46 | ||||||||||||||||
| (1.00% Floor) | (2.00% PIK) | |||||||||||||||||||||||
| 25,850 | 25,477 | 25,217 | 8.85 | |||||||||||||||||||||
| Home Furnishings | ||||||||||||||||||||||||
| Sure Fit Home Products, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 9.75% | 11.21% | 10/26/18 | 07/13/22 | 5,250 | 5,185 | 4,883 | 1.71 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Human Resources & Employment Services | ||||||||||||||||||||||||
| Pluto Acquisition Topco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.31% | 8.08% | 01/31/19 | 01/31/24 | 12,291 | 12,102 | 12,045 | 4.23 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Interactive Media & Services | ||||||||||||||||||||||||
| What If Media Group, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 7.50% | 10/02/19 | 10/02/24 | 12,838 | 12,606 | 12,581 | 4.42 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Internet & Direct Marketing Retail | ||||||||||||||||||||||||
| Potpourri Group, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.25% | 9.77% | 07/03/19 | 07/03/24 | 18,644 | 18,289 | 17,898 | 6.29 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Investment Banking & Brokerage | ||||||||||||||||||||||||
| Arcole Acquisition Corp(5) | ||||||||||||||||||||||||
| First Lien Secured Term Loan A (4)(8) | L+ 10.25% | 11.86% | 11/29/18 | 11/30/23 | 5,231 | 5,159 | 3,923 | 1.38 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Term Loan B (4)(8) | L+ 16.50% | 18.11% | 11/29/18 | 11/30/23 | 1,812 | 1,785 | 1,538 | 0.54 | ||||||||||||||||
| (1.00% Floor) | (1.50% PIK) | |||||||||||||||||||||||
| JVMC Holdings Corp. (f/k/a RJO Holdings Corp) | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 7.50% | 02/28/19 | 02/28/24 | 15,538 | 15,416 | 15,227 | 5.35 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 22,581 | 22,360 | 20,688 | 7.27 | |||||||||||||||||||||
See notes to the consolidated financial statements
9
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited) - (continued)
March 31, 2020
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| IT Consulting & Other Services | ||||||||||||||||||||||||
| AST-Applications Software Technology LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.00% | 9.00% | 01/10/17 | 01/10/23 | 4,226 | $ | 4,181 | $ | 4,141 | 1.45 | ||||||||||||||
| (1.00% Floor) | (1.00% PIK) | |||||||||||||||||||||||
| Leisure Facilities | ||||||||||||||||||||||||
| Honors Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.83% | 7.83% | 09/06/19 | 09/06/24 | 9,405 | 9,272 | 8,118 | 2.85 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw Loan | L+ 6.50% | 8.44% | 09/06/19 | 09/06/24 | 4,662 | 4,619 | 4,023 | 1.41 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Lift Brands, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan(8) | L+ 8.00% | 9.45% | 04/16/18 | 04/16/23 | 10,552 | 10,398 | 8,425 | 2.96 | ||||||||||||||||
| (1.00% Floor) | (1.00% PIK) | |||||||||||||||||||||||
| First Lien Secured Revolving Loan(7)(8) | P+ 6.00% | 9.25% | 04/16/18 | 04/16/23 | 376 | 371 | 229 | 0.08 | ||||||||||||||||
| (1.99% Floor) | ||||||||||||||||||||||||
| 24,995 | 24,660 | 20,795 | 7.30 | |||||||||||||||||||||
| Office Services & Supplies | ||||||||||||||||||||||||
| Empire Office, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.75% | 8.25% | 04/12/19 | 04/12/24 | 12,065 | 11,871 | 11,703 | 4.11 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Other Diversified Financial Services | ||||||||||||||||||||||||
| Sigue Corporation | ||||||||||||||||||||||||
| Second Lien Secured Term Loan(4) | L+ 10.55% | 11.82% | 12/27/13 | 04/30/20 | 24,793 | 24,793 | 24,297 | 8.53 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Packaged Foods & Meats | ||||||||||||||||||||||||
| Lenny & Larry's, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.95% | 8.95% | 05/15/18 | 05/15/23 | 12,282 | 12,131 | 11,496 | 4.04 | ||||||||||||||||
| (1.00% Floor) | (1.18% PIK) | |||||||||||||||||||||||
| Property & Casualty Insurance | ||||||||||||||||||||||||
| Policy Services Company, LLC(5) | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.25% | 7.32% | 03/06/20 | 05/31/24 | 6,476 | 6,155 | 6,281 | 2.21 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Research & Consulting Services | ||||||||||||||||||||||||
| Nelson Worldwide, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 9.25% | 11.10% | 01/09/18 | 01/09/23 | 13,381 | 13,195 | 13,046 | 4.58 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| ALM Media, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 7.95% | 11/25/19 | 11/25/24 | 15,553 | 15,264 | 14,668 | 5.15 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 28,934 | 28,459 | 27,714 | 9.73 | |||||||||||||||||||||
| Restaurants | ||||||||||||||||||||||||
| LS GFG Holdings Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 6.99% | 11/30/18 | 11/19/25 | 10,211 | 9,963 | 8,577 | 3.01 | ||||||||||||||||
| (0.00% Floor) | ||||||||||||||||||||||||
| Specialized Consumer Services | ||||||||||||||||||||||||
| True Blue Car Wash, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.12% | 9.12% | 10/17/19 | 10/17/24 | 4,433 | 4,353 | 4,300 | 1.51 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw Loan(7) | L+ 8.12% | 9.12% | 10/17/19 | 10/17/24 | 672 | 665 | 623 | 0.22 | ||||||||||||||||
| (1.00% Floor) | 5,105 | 5,018 | 4,923 | 1.73 | ||||||||||||||||||||
See notes to the consolidated financial statements
10
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited) - (continued)
March 31, 2020
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| Specialty Chemicals | ||||||||||||||||||||||||
| Flexitallic Group SAS | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 7.57% | 10/28/19 | 10/29/26 | 11,721 | $ | 11,443 | $ | 10,549 | 3.71 | ||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Specialized Finance | ||||||||||||||||||||||||
| Golden Pear Funding Assetco, LLC(5) | ||||||||||||||||||||||||
| Second Lien Secured Term Loan | L+ 10.50% | 12.08% | 09/20/18 | 03/20/24 | 17,500 | 17,247 | 17,238 | 6.05 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Oasis Legal Finance, LLC(5) | ||||||||||||||||||||||||
| Second Lien Secured Term Loan | L+ 10.75% | 12.33% | 09/09/16 | 03/09/22 | 12,500 | 12,412 | 12,250 | 4.30 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| WHF STRS Ohio Senior Loan Fund LLC | ||||||||||||||||||||||||
| Subordinated Note(4)(5)(7)(9)(14) | L+ 6.50% | 7.49% | 07/19/19 | N/A | 36,537 | 36,537 | 36,537 | 12.83 | ||||||||||||||||
| 66,537 | 66,196 | 66,025 | 23.18 | |||||||||||||||||||||
| Systems Software | ||||||||||||||||||||||||
| Vero Parent, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.58% | 11/06/19 | 08/16/24 | 16,510 | 14,959 | 14,034 | 4.93 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Technology Hardware, Storage & Peripherals | ||||||||||||||||||||||||
| PS Lightwave, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.75% | 8.25% | 03/09/20 | 03/10/25 | 8,005 | 7,847 | 7,846 | 2.76 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw Loan(7) | L+ 6.75% | 8.25% | 03/09/20 | 03/10/25 | - | - | - | - | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Source Code Midco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.25% | 9.69% | 05/04/18 | 05/04/23 | 23,255 | 22,841 | 22,790 | 8.00 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 31,260 | 30,688 | 30,636 | 10.76 | |||||||||||||||||||||
| Trading Companies & Distributors | ||||||||||||||||||||||||
| Vessco Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.20% | 08/22/19 | 08/22/24 | 18,947 | 18,615 | 18,568 | 6.52 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Total Debt Investments | 580,495 | 569,276 | 538,314 | 189.06 | ||||||||||||||||||||
| Equity Investments | ||||||||||||||||||||||||
| Diversified Support Services | ||||||||||||||||||||||||
| Quest Events, LLC Preferred Units(4) | N/A | N/A | 12/28/18 | 12/08/25 | 317 | 317 | 171 | 0.06 | ||||||||||||||||
| ImageOne Industries, LLC Common A Units(4) | N/A | N/A | 09/20/19 | N/A | 149 | - | 45 | 0.02 | ||||||||||||||||
| 466 | 317 | 216 | 0.08 | |||||||||||||||||||||
| Health Care Services | ||||||||||||||||||||||||
| Lab Logistics Preferred Units(4) | N/A | N/A | 10/29/19 | N/A | 2 | 857 | 834 | 0.29 | ||||||||||||||||
| PMA Holdco, LLC Warrants(4) | N/A | N/A | 06/28/18 | 06/28/28 | 8 | - | 454 | 0.16 | ||||||||||||||||
| 10 | 857 | 1,288 | 0.45 | |||||||||||||||||||||
| Other Diversified Financial Services | ||||||||||||||||||||||||
| RCS Creditor Trust Class B Units(4)(6) | N/A | N/A | 10/01/17 | N/A | 143 | - | - | - | ||||||||||||||||
| SFS Global Holding Company Warrants(4) | N/A | N/A | 06/28/18 | 12/28/25 | - | - | - | - | ||||||||||||||||
| Sigue Corporation Warrants(4) | N/A | N/A | 06/28/18 | 12/28/25 | 22 | 2,890 | 3,277 | 1.15 | ||||||||||||||||
| 165 | 2,890 | 3,277 | 1.15 | |||||||||||||||||||||
| Specialized Finance | ||||||||||||||||||||||||
| NMFC Senior Loan Program I LLC Units (4)(5)(6) | N/A | N/A | 08/13/14 | 08/31/21 | 10,000 | 10,030 | 7,650 | 2.69 | ||||||||||||||||
| WHF STRS Ohio Senior Loan Fund LLC(4)(5)(7)(14) | N/A | N/A | 07/19/19 | N/A | 9,134 | 9,134 | 5,544 | 1.95 | ||||||||||||||||
| 19,134 | 19,164 | 13,194 | 4.64 | |||||||||||||||||||||
| Trading Companies & Distributors | ||||||||||||||||||||||||
| Vessco Holdings, LLC(4) | N/A | N/A | 08/22/19 | N/A | 489 | 800 | 757 | 0.27 | ||||||||||||||||
| Trucking | ||||||||||||||||||||||||
| Europcar Mobility Group(4)(5) | N/A | N/A | 10/31/19 | 12/31/22 | - | - | 69 | 0.02 | ||||||||||||||||
| Total Equity Investments | 20,264 | 24,028 | 18,801 | 6.61 | ||||||||||||||||||||
| Total Investments | 600,759 | $ | 593,304 | $ | 557,115 | 195.67 | % | |||||||||||||||||
A summary of outstanding financial instruments at March 31, 2020 is as follows:
Forward Currency Contracts
| Counterparty | Currency to be sold | Currency to be purchased | Settlement date | Unrealized appreciation ($) | Unrealized depreciation ($) | |||||||||
| JP Morgan Chase Bank | C$ 188 CAD | $ 133 USD | 06/30/2020 | $ | - | $ | (1 | ) | ||||||
| $ | - | $ | (1 | ) | ||||||||||
See notes to the consolidated financial statements
11
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited) - (continued)
March 31, 2020
(in thousands)
| (1) | Except as otherwise noted, all investments are non-controlled/non-affiliate investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and provide collateral for the Company’s credit facility. |
| (2) | The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), which resets monthly, quarterly or semiannually, the Canadian Dollar Offered Rate (“CDOR” or “C”) or the U.S. Prime Rate as published by the Wall Street Journal (“Prime” or “P”). The one, three and six-month LIBOR were 1.0%, 1.5% and 1.2%, respectively, as of March 31, 2020. The Prime was 3.3% as of March 31, 2020. The CDOR was 1.2% as of March 31, 2020. |
| (3) | The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the payment-in-kind (“PIK”) interest rate, as the case may be. |
| (4) | The investment or a portion of the investment does not provide collateral for the Company’s credit facility. |
| (5) | Not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of total assets. Qualifying assets represented 84% of total assets as of the date of the consolidated schedule of investments. |
| (6) | Investment is a non-controlled/affiliate investment as defined by the 1940 Act. |
| (7) | The investment has an unfunded commitment in addition to any amounts presented in the consolidated schedule of investments as of March 31, 2020. See Note 8. |
| (8) | The investment is on non-accrual status. |
| (9) | Security is perpetual with no defined maturity date. |
| (10) | Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the consolidated schedule of investments represented 196% of the Company’s net assets or 96% of the Company’s total assets, are subject to legal restrictions on sales. |
| (11) | The fair value of each investment was determined using significant unobservable inputs. See Note 5. |
| (12) | The investment was comprised of two contracts, which were indexed to different base rates, L and P, respectively. The Spread Above Index and Interest Rate presented represent the weighted average of both contracts. |
| (13) | Principal amount is denominated in Canadian dollars. |
| (14) | Investment is a controlled affiliate investment as defined by the 1940 Act. On January 14, 2019, the Company entered into an agreement (as described in Note 4 hereto) with State Teachers Retirement System of Ohio, a public pension fund established under Ohio law (“STRS Ohio”), to create WHF STRS Ohio Senior Loan Fund, LLC (“STRS JV”), a joint venture, which invests primarily in senior secured first and second lien term loans. |
See notes to consolidated financial statements
12
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2019
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest | Acquisition | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value | ||||||||||||||||
| North America | ||||||||||||||||||||||||
| Debt Investments | ||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||
| Fluent, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 8.80% | 03/26/18 | 03/26/24 | 9,337 | $ | 9,337 | $ | 9,337 | 2.98 | % | |||||||||||||
| (0.50% Floor) | ||||||||||||||||||||||||
| Agricultural & Farm Machinery | ||||||||||||||||||||||||
| Bad Boy Mowers Acquisition, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 5.75% | 7.38% | 12/19/19 | 12/06/25 | 10,385 | 10,073 | 10,073 | 3.22 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Air Freight & Logistics | ||||||||||||||||||||||||
| Access USA Shipping, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.00% | 9.80% | 02/08/19 | 02/08/24 | 5,651 | 5,581 | 5,600 | 1.79 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Application Software | ||||||||||||||||||||||||
| Newscycle Solutions, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 8.80% | 06/14/19 | 12/29/22 | 5,263 | 5,174 | 5,136 | 1.64 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Revolving | L+ 6.50% | 9.77% | 06/14/19 | 12/29/22 | 265 | 262 | 259 | 0.08 | ||||||||||||||||
| Loan(7) | (1.00% Floor) | |||||||||||||||||||||||
| 5,528 | 5,436 | 5,395 | 1.72 | |||||||||||||||||||||
| Automotive Retail | ||||||||||||||||||||||||
| Team Car Care Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan(12) | base rate+ 7.99% | 10.05% | 02/26/18 | 02/26/23 | 16,722 | 16,485 | 16,722 | 5.34 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| BW Gas & Convenience Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.25% | 8.00% | 11/15/19 | 11/18/24 | 8,500 | 8,164 | 8,168 | 2.61 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 25,222 | 24,649 | 24,890 | 7.95 | |||||||||||||||||||||
| Broadcasting | ||||||||||||||||||||||||
| Alpha Media, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.87% | 08/14/18 | 02/25/22 | 5,405 | 5,299 | 5,405 | 1.73 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Rural Media Group, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.71% | 9.64% | 12/29/17 | 12/29/22 | 7,133 | 7,050 | 6,991 | 2.23 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 12,538 | 12,349 | 12,396 | 3.96 | |||||||||||||||||||||
| Cable & Satellite | ||||||||||||||||||||||||
| Bulk Midco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | P+ 6.27% | 11.02% | 06/08/18 | 06/08/23 | 15,000 | 14,845 | 14,250 | 4.45 | ||||||||||||||||
| (2.25% Floor) | ||||||||||||||||||||||||
| Communications Equipment | ||||||||||||||||||||||||
| Sorenson Communications, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.44% | 03/15/19 | 04/29/24 | 4,875 | 4,749 | 4,857 | 1.55 | ||||||||||||||||
| (0.00% Floor) | ||||||||||||||||||||||||
| Data Processing & Outsourced Services | ||||||||||||||||||||||||
| FPT Operating Company, LLC/ TLabs | ||||||||||||||||||||||||
| Operating Company, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.25% | 9.94% | 06/07/19 | 06/07/24 | 24,907 | 24,685 | 24,284 | 7.76 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Geo Logic Systems Ltd.(5) | ||||||||||||||||||||||||
| First Lien Secured Term Loan(13) | C+ 6.25% | 8.26% | 12/19/19 | 12/19/24 | 21,718 | 16,231 | 16,415 | 5.25 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Revolving | C+ 6.25% | |||||||||||||||||||||||
| Loan(7)(13) | (1.00% Floor) | 8.26% | 12/19/19 | 12/19/24 | - | - | - | - | ||||||||||||||||
| 46,625 | 40,916 | 40,699 | 13.01 | |||||||||||||||||||||
See notes to consolidated financial statements
13
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS - (Continued)
December 31, 2019
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| Department Stores | ||||||||||||||||||||||||
| Mills Fleet Farm Group, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 9.04% | 10/24/18 | 10/24/24 | 14,883 | $ | 14,591 | $ | 13,544 | 4.33 | % | |||||||||||||
| (1.00% Floor) | (0.75% PIK) | |||||||||||||||||||||||
| Distributors | ||||||||||||||||||||||||
| Crown Brands, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.00% | 9.80% | 01/28/19 | 01/25/24 | 5,727 | 5,610 | 5,596 | 1.79 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw | L+ 8.00% | 9.80% | 01/28/19 | 01/25/24 | — | — | (2 | ) | — | |||||||||||||||
| Loan(7) | (1.50% Floor) | |||||||||||||||||||||||
| 5,727 | 5,610 | 5,594 | 1.79 | |||||||||||||||||||||
| Diversified Chemicals | ||||||||||||||||||||||||
| Sklar Holdings, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.99% | 11/13/19 | 05/13/23 | 8,902 | 8,731 | 8,731 | 2.79 | ||||||||||||||||
| (1.00% Floor) | (1.00% PIK) | |||||||||||||||||||||||
| First Lien Secured Revolving | L+ 6.00% | 7.99% | 11/13/19 | 05/13/20 | — | — | 2 | — | ||||||||||||||||
| Loan(7) | (1.00% Floor) | (1.00% PIK) | ||||||||||||||||||||||
| 8,902 | 8,731 | 8,733 | 2.79 | |||||||||||||||||||||
| Diversified Support Services | ||||||||||||||||||||||||
| ImageOne Industries, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 10.00% | 11.80% | 01/11/18 | 01/11/23 | 7,261 | 7,097 | 6,898 | 2.20 | ||||||||||||||||
| (1.00% Floor) | (4.00% PIK) | |||||||||||||||||||||||
| First Lien Secured Revolving Loan(4) | L+ 10.00% | 11.94% | 07/22/19 | 12/12/22 | 525 | 525 | 525 | 0.17 | ||||||||||||||||
| (1.00% Floor) | (4.00% PIK) | |||||||||||||||||||||||
| NNA Services, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 8.84% | 10/16/18 | 10/16/23 | 9,889 | 9,739 | 9,889 | 3.16 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| 17,675 | 17,361 | 17,312 | 5.53 | |||||||||||||||||||||
| Education Services | ||||||||||||||||||||||||
| EducationDynamics, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.50% | 9.42% | 11/26/19 | 11/26/24 | 11,750 | 11,520 | 11,519 | 3.68 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Environmental & Facilities Services | ||||||||||||||||||||||||
| WH Lessor Corp. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.79% | 12/26/19 | 12/26/24 | 6,458 | 6,330 | 6,329 | 2.02 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Revolving | L+ 6.00% | 7.79% | 12/26/19 | 12/26/24 | — | — | — | — | ||||||||||||||||
| Loan(7) | (1.00% Floor) | |||||||||||||||||||||||
| 6,458 | 6,330 | 6,329 | 2.02 | |||||||||||||||||||||
| Food Retail | ||||||||||||||||||||||||
| AG Kings Holdings, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan(8) | P+ 11.00% | 15.75% | 08/10/16 | 08/10/21 | 13,250 | 12,837 | 7,668 | 2.45 | ||||||||||||||||
| (2.25% Floor) | (2.00% PIK) | |||||||||||||||||||||||
| Health Care Facilities | ||||||||||||||||||||||||
| Grupo HIMA San Pablo, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan A | L+ 9.00% | 10.94% | 05/15/19 | 04/30/19 | 3,855 | 3,855 | 3,276 | 1.05 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| First Lien Secured Term Loan B | L+ 9.00% | 10.94% | 02/01/13 | 04/30/19 | 13,511 | 13,511 | 11,484 | 3.67 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Second Lien Secured Term | N/A | 15.75% | 02/01/13 | 07/31/18 | 1,028 | 1,024 | — | — | ||||||||||||||||
| Loan(8) | (2.00% PIK) | |||||||||||||||||||||||
| 18,394 | 18,390 | 14,760 | 4.72 | |||||||||||||||||||||
See notes to consolidated financial statements
14
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS - (Continued)
December 31, 2019
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| Health Care Services | ||||||||||||||||||||||||
| CHS Therapy, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan A | L+ 8.50% | 10.44% | 06/14/19 | 06/14/24 | 7,615 | $ | 7,486 | $ | 7,615 | 2.43 | % | |||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Lab Logistics, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.56% | 10/16/19 | 09/25/23 | 107 | 106 | 106 | 0.03 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw | L+ 6.50% | |||||||||||||||||||||||
| Loan(7) | (1.00% Floor) | 8.44% | 10/16/19 | 09/25/23 | 5,289 | 5,251 | 5,251 | 1.68 | ||||||||||||||||
| PMA Holdco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.75% | 9.69% | 06/28/18 | 06/28/23 | 12,784 | 12,595 | 12,720 | 4.06 | ||||||||||||||||
| (1.00% Floor) | (2.00% PIK) | |||||||||||||||||||||||
| 25,795 | 25,438 | 25,692 | 8.20 | |||||||||||||||||||||
| Home Furnishings | ||||||||||||||||||||||||
| Sure Fit Home Products, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 9.75% | 11.70% | 10/26/18 | 07/13/22 | 5,250 | 5,178 | 5,040 | 1.61 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Human Resources & Employment Services | ||||||||||||||||||||||||
| Pluto Acquisition Topco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.31% | 8.23% | 01/31/19 | 01/31/24 | 12,354 | 12,152 | 12,354 | 3.95 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Interactive Media & Services | ||||||||||||||||||||||||
| What If Media Group, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.00% | 8.80% | 10/02/19 | 10/02/24 | 12,919 | 12,673 | 12,673 | 4.05 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Internet & Direct Marketing Retail | ||||||||||||||||||||||||
| Potpourri Group, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.25% | 9.94% | 07/03/19 | 07/03/24 | 18,763 | 18,385 | 18,424 | 5.89 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Investment Banking & Brokerage | ||||||||||||||||||||||||
| Arcole Acquisition Corp(5) | ||||||||||||||||||||||||
| First Lien Secured Term Loan A | L+ 8.25% | 10.16% | 11/29/18 | 11/30/23 | 5,231 | 5,156 | 4,968 | 1.59 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Term Loan B | L+ 14.50% | 16.41% | 11/29/18 | 11/30/23 | 1,805 | 1,779 | 1,777 | 0.57 | ||||||||||||||||
| (1.00% Floor) | (1.50% PIK) | |||||||||||||||||||||||
| JVMC Holdings Corp. | ||||||||||||||||||||||||
| (f/k/a RJO Holdings Corp) | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.30% | 02/28/19 | 02/28/24 | 16,190 | 16,055 | 16,190 | 5.17 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 23,226 | 22,990 | 22,935 | 7.33 | |||||||||||||||||||||
| IT Consulting & Other Services | ||||||||||||||||||||||||
| AST-Applications Software Technology | ||||||||||||||||||||||||
| LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.00% | 9.80% | 01/10/17 | 01/10/23 | 4,236 | 4,187 | 4,236 | 1.35 | ||||||||||||||||
| (1.00% Floor) | (1.00% PIK) | |||||||||||||||||||||||
| Leisure Facilities | ||||||||||||||||||||||||
| Honors Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.86% | 8.74% | 09/06/19 | 09/06/24 | 9,405 | 9,264 | 9,305 | 2.97 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Delayed Draw | L+ 6.00% | 7.90% | 09/06/19 | 09/06/24 | 4,662 | 4,616 | 4,612 | 1.47 | ||||||||||||||||
| Loan | (1.00% Floor) | |||||||||||||||||||||||
| Lift Brands, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.50% | 9.44% | 04/16/18 | 04/16/23 | 10,532 | 10,387 | 10,038 | 3.21 | ||||||||||||||||
| (1.00% Floor) | (0.50% PIK) | |||||||||||||||||||||||
| First Lien Secured Revolving | P+ 6.00% | 10.75% | 04/16/18 | 04/16/23 | 158 | 156 | 131 | 0.04 | ||||||||||||||||
| Loan(7) | (2.76% Floor) | |||||||||||||||||||||||
| 24,757 | 24,423 | 24,086 | 7.69 | |||||||||||||||||||||
See notes to consolidated financial statements
15
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS - (Continued)
December 31, 2019
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| Office Services & Supplies | ||||||||||||||||||||||||
| Empire Office, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.75% | 8.55% | 04/12/19 | 04/12/24 | 12,224 | $ | 12,015 | $ | 12,029 | 3.84 | % | |||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
| Other Diversified Financial Services | ||||||||||||||||||||||||
| Sigue Corporation(4) | ||||||||||||||||||||||||
| Second Lien Secured Term | L+ 12.00% | 13.94% | 12/27/13 | 05/01/20 | 24,904 | 24,905 | 24,655 | 7.88 | ||||||||||||||||
| Loan(4) | (1.00% Floor) | |||||||||||||||||||||||
| Packaged Foods & Meats | ||||||||||||||||||||||||
| Lenny & Larry’s, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 7.97% | 9.71% | 05/15/18 | 05/15/23 | 12,293 | 12,128 | 11,924 | 3.81 | ||||||||||||||||
| (1.00% Floor) | (1.18% PIK) | |||||||||||||||||||||||
| Research & Consulting Services | ||||||||||||||||||||||||
| Nelson Worldwide, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 9.25% | 11.23% | 01/09/18 | 01/09/23 | 13,603 | 13,397 | 13,263 | 4.24 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| ALM Media, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.44% | 11/25/19 | 11/25/24 | 15,750 | 15,441 | 15,441 | 4.93 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| 29,353 | 28,838 | 28,704 | 9.17 | |||||||||||||||||||||
| Restaurants | ||||||||||||||||||||||||
| LS GFG Holdings Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.80% | 11/30/18 | 11/19/25 | 10,237 | 9,977 | 9,717 | 3.10 | ||||||||||||||||
| (0.00% Floor) | ||||||||||||||||||||||||
| Specialized Consumer Services | ||||||||||||||||||||||||
| True Blue Car Wash, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.12% | 9.91% | 10/17/19 | 10/17/24 | 4,461 | 4,375 | 4,375 | 1.40 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| First Lien Secured Revolving | L+ 8.12% | |||||||||||||||||||||||
| Loan(7) | (1.00% Floor) | 9.91% | 10/17/19 | 10/17/24 | - | - | (20 | ) | (0.01 | ) | ||||||||||||||
| 4,461 | 4,375 | 4,355 | 1.39 | |||||||||||||||||||||
| Specialty Chemicals | ||||||||||||||||||||||||
| Flexitallic Group SAS | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.44% | 10/28/19 | 10/29/26 | 11,750 | 11,461 | 11,463 | 3.66 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Specialized Finance | ||||||||||||||||||||||||
| Golden Pear Funding Assetco, LLC(5) | ||||||||||||||||||||||||
| Second Lien Secured Term Loan | L+ 10.50% | 12.19% | 09/20/18 | 03/20/24 | 17,500 | 17,232 | 17,500 | 5.59 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Oasis Legal Finance, LLC(5) | ||||||||||||||||||||||||
| Second Lien Secured Term Loan | L+ 10.75% | 12.44% | 09/09/16 | 03/09/22 | 20,000 | 19,841 | 20,000 | 6.39 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| WHF STRS Ohio Senior Loan Fund LLC | ||||||||||||||||||||||||
| Subordinated Note(4)(5)(7)(14)(15) | L+ 6.50% | 8.16% | 07/19/19 | NA | 26,344 | 26,344 | 26,344 | 8.42 | ||||||||||||||||
| 63,844 | 63,417 | 63,844 | 20.40 | |||||||||||||||||||||
| Systems Software | ||||||||||||||||||||||||
| Vero Parent, Inc. | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.91% | 11/06/19 | 08/16/24 | 20,000 | 18,014 | 19,025 | 6.08 | ||||||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Trading Companies & Distributors | ||||||||||||||||||||||||
| Vessco Holdings, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.41% | 08/22/19 | 08/22/24 | 19,067 | 18,713 | 18,696 | 5.97 | ||||||||||||||||
| (1.50% Floor) | ||||||||||||||||||||||||
See notes to consolidated financial statements
16
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS - (Continued)
December 31, 2019
(in thousands)
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(10) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(11) | Fair Value As A Percentage of Net Assets | ||||||||||||||||
| Technology Hardware, Storage & Peripherals | ||||||||||||||||||||||||
| Source Code Midco, LLC | ||||||||||||||||||||||||
| First Lien Secured Term Loan | L+ 8.25% | 10.18% | 05/04/18 | 05/04/23 | 23,566 | $ | 23,112 | $ | 23,566 | 7.53 | % | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||||||
| Total Debt Investments | 591,199 | 575,686 | 566,374 | 180.94 | ||||||||||||||||||||
| Equity Investments | ||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||
| Fluent, Inc. (f/k/a Cogint, Inc.)(4)(9) | N/A | N/A | 11/28/17 | N/A | 187 | 560 | 467 | 0.15 | ||||||||||||||||
| Diversified Support Services | ||||||||||||||||||||||||
| Quest Events, LLC Preferred Units(4) | N/A | N/A | 12/28/18 | 12/08/25 | 317 | 317 | 276 | 0.09 | ||||||||||||||||
| ImageOne Industries, LLC Common A Units(4) | N/A | N/A | 09/20/19 | N/A | 149 | - | 48 | 0.02 | ||||||||||||||||
| Health Care Services | ||||||||||||||||||||||||
| Lab Logistics Preferred Units | N/A | N/A | 10/29/19 | N/A | 2 | 857 | 857 | 0.27 | ||||||||||||||||
| PMA Holdco, LLC Warrants(4) | N/A | N/A | 06/28/18 | 06/28/28 | 8 | - | 461 | 0.15 | ||||||||||||||||
| 10 | 857 | 1,318 | 0.42 | |||||||||||||||||||||
| Other Diversified Financial Services | ||||||||||||||||||||||||
| RCS Creditor Trust Class B Units(4)(6) | N/A | N/A | 10/01/17 | N/A | 143 | - | - | - | ||||||||||||||||
| SFS Global Holding Company Warrants(4) | N/A | N/A | 06/28/18 | 12/28/25 | - | - | - | - | ||||||||||||||||
| Sigue Corporation Warrants(4) | N/A | N/A | 06/28/18 | 12/28/25 | 22 | 2,890 | 3,721 | 1.19 | ||||||||||||||||
| 165 | 2,890 | 3,721 | 1.19 | |||||||||||||||||||||
| Specialized Finance | ||||||||||||||||||||||||
| NMFC Senior Loan Program I LLC Units(4)(5)(6) | N/A | N/A | 08/13/14 | 08/31/22 | 10,000 | 10,029 | 9,651 | 3.08 | ||||||||||||||||
| WHF STRS Ohio Senior Loan Fund LLC(4)(5)(7)(14) | N/A | N/A | 07/19/19 | N/A | 6,586 | 6,586 | 6,949 | 2.22 | ||||||||||||||||
| Trading Companies & Distributors | ||||||||||||||||||||||||
| Vessco Holdings, LLC(4) | N/A | N/A | 08/22/19 | N/A | 489 | 800 | 800 | 0.26 | ||||||||||||||||
| Trucking | ||||||||||||||||||||||||
| Europcar Mobility Group(5) | N/A | N/A | 10/31/19 | 12/31/22 | - | - | 84 | 0.03 | ||||||||||||||||
| Total Equity Investments | ||||||||||||||||||||||||
| 17,903 | 22,039 | 23,314 | 7.46 | |||||||||||||||||||||
| Total Investments | 609,102 | $ | 597,725 | $ | 589,688 | 188.40 | % | |||||||||||||||||
17
WHITEHORSE FINANCE, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS - (Continued)
December 31, 2019
(in thousands)
| (1) | Except as otherwise noted, all investments are non-controlled/non-affiliate investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and provide collateral for the Company’s credit facility. |
| (2) | The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), which resets monthly, quarterly or semiannually, the Canadian Dollar Offered Rate (“CDOR” or “C”) or the U.S. Prime Rate as published by the Wall Street Journal (“Prime” or “P”). The one, three and six-month LIBOR were 1.8%, 1.9% and 1.9%, respectively, as of December 31, 2019. The Prime was 4.75% as of December 31, 2019. The CDOR was 2.1% as of December 31, 2019. |
| (3) | The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the payment-in-kind (“PIK”) interest rate, as the case maybe. |
| (4) | The investment or a portion of the investment does not provide collateral for the Company’s credit facility. |
| (5) | Not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of total assets. Qualifying assets represented 84%, of total assets as of the date of the consolidated schedule of investments. |
| (6) | Investment is a non-controlled/affiliate investment as defined by the 1940 Act. |
| (7) | The investment has an unfunded commitment in addition to any amounts presented in the consolidated schedule of investments as of December 31, 2019. See Note 8. |
| (8) | The investment is on non-accrual status. |
| (9) | The fair value of the investment was determined using observable inputs. See Note 5. There are no legal restrictions on sales of the investment. |
| (10) | Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the consolidated schedule of investments represented 188% of the Company’s net assets or 93% of the Company’s total assets, are subject to legal restrictions on sales. |
| (11) | Except as otherwise noted, the fair value of each investment was determined using significant unobservable inputs. See Note 5. |
| (12) | The investment was comprised of two contracts, which were indexed to different base rates, L and P, respectively. The Spread Above Index and Interest Rate presented represent the weighted average of both contracts. |
| (13) | Principal amount is denominated in Canadian dollars. |
| (14) | Investment is a controlled affiliate investment as defined by the 1940 Act. On January 14, 2019, the Company entered into an agreement (as described in Note 4 hereto) with State Teachers Retirement System of Ohio, a public pension fund established under Ohio law (“STRS Ohio”), to create WHF STRS Ohio Senior Loan Fund, LLC (“STRS JV’’), a joint venture, which invests primarily in senior secured first and second lien term loans. |
| (15) | Security is perpetual with no defined maturity date. |
See notes to consolidated financial statements
18
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2020
(in thousands, except share and per share data)
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 rate based on a risk-free index rate such as the London Interbank Offered Rate (“LIBOR”) 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”). H.I.G. WhiteHorse Administration, LLC (“WhiteHorse Administration”) 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 the WhiteHorse Advisers to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (“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 and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.
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”), and WhiteHorse Finance Warehouse, LLC (“WhiteHorse Warehouse”). 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-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. This quarterly report on Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2019. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2020.
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.
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Investments are measured at fair value as determined in good faith by the Company’s investment committee, generally on a quarterly basis, and such valuations are reviewed by the audit committee of the board of directors and ultimately approved by the board of directors, based on, among other factors, consistently applied valuation procedures on each measurement date. Any changes to the valuation methodology are reviewed by management and the Company’s board of directors to confirm that the changes are justified. The Company continues to review and refine its valuation procedures in response to market changes.
The Company engages independent external valuation firms to periodically review material investments. These external reviews are used by the board of directors to review the Company’s internal valuation of each investment over 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:
| (1) | cash and cash equivalents, restricted cash and cash equivalents, fair value of investments, interest receivable, and other assets and liabilities — at the spot exchange rate on the last business day of the period; and |
| (2) | purchases and sales of investments, income and expenses — at the exchange rates prevailing on the respective dates of such transactions. |
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.
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 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 payment-in-kind (“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.
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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 (as defined in Note 6).
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 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 March 31, 2020 and December 31, 2019.
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 March 31, 2020 or December 31, 2019. 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 2016 remain subject to examination by the Internal Revenue Service.
As of March 31, 2020 and December 31, 2019, the cost of investments for federal income tax purposes was $597,378 and $601,862 resulting in net unrealized depreciation of $40,263 and $12,174, respectively. This is comprised of gross unrealized appreciation of $1,215 and $5,223, and gross unrealized depreciation of $41,478 and $17,397, on a tax basis, as of March 31, 2020 and December 31, 2019, respectively.
Dividends and Distributions: Dividends and distributions to common stockholders are recorded on the ex-dividend date. Quarterly distribution payments are determined by the 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” distribution reinvestment plan 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 distribution reinvestment plan so as to receive cash distributions.
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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. 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.
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. During the three months ended March 31, 2020, the Company recognized a realized gain of $6 and an unrealized loss of $1 in the statement of operations relating to forward currency exchange contracts held during the year. The Company may choose to renew contracts quarterly unless otherwise settled by the Company or the counterparty.
The value associated with unrealized loss on open contracts is included in unrealized appreciation/depreciation on forward currency contracts within the statement of assets and liabilities. Open contracts at March 31, 2020 are as follows:
| Counterparty | Currency to be sold | Currency to be purchased | Settlement date | Unrealized appreciation ($) | Unrealized depreciation ($) | |||||||||
| JP Morgan Chase Bank | C$ 188 CAD | $ 133 USD | 06/30/2020 | $ | - | $ | (1 | ) | ||||||
| $ | - | $ | (1 | ) | ||||||||||
Realized gain (loss) on forward currency contracts recognized in income
| Risk exposure category | For the three months ended March 31, 2020 | |||
| Foreign exchange | $ | 6 |
Change in unrealized appreciation (depreciation) on forward currency contracts recognized in income
| Risk exposure category | For the three months ended March 31, 2020 | |||
| Foreign exchange | $ | (1 | ) |
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The foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period.
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 and 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 March 31, 2020:
| As of March 31, 2020 | ||||||||||||||||||||
| Counterparty | Derivative Assets Subject to Master Netting Agreement | Derivatives Available for Offset | Non-cash Collateral Received (1) | Cash Collateral Received (1) | Net Amount of Derivative Assets (2) | |||||||||||||||
| JP Morgan Chase Bank | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Total | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Counterparty | Derivative Liabilities Subject to Master Netting Agreement | Derivatives Available for Offset | Non-cash Collateral Pledged (1) | Cash Collateral Pledged (1) | Net Amount of Derivative Liabilities (3) | |||||||||||||||
| JP Morgan Chase Bank | $ | 1 | $ | — | $ | — | $ | — | $ | 1 | ||||||||||
| Total | $ | 1 | $ | — | $ | — | $ | — | $ | 1 | ||||||||||
| (1) | In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
| (2) | Net amount of derivative assets represents the net amount due from the counterparty to the Company in the event of default. |
| (3) | Net amount of derivative liabilities represents the net amount due from the Company to the counterparty in the event of default. |
NOTE 4 - INVESTMENTS
Investments consisted of the following:
| March 31, 2020 | December 31, 2019 | |||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||
| First lien secured loans | $ | 477,263 | $ | 447,991 | $ | 486,340 | $ | 477,875 | ||||||||
| Second lien secured loans | 55,477 | 53,786 | 63,002 | 62,155 | ||||||||||||
| Subordinated Note to STRS JV | 36,537 | 36,537 | 26,344 | 26,344 | ||||||||||||
| Equity (excluding STRS JV) | 14,893 | 13,257 | 15,453 | 16,365 | ||||||||||||
| Equity in STRS JV | 9,134 | 5,544 | 6,586 | 6,949 | ||||||||||||
| Total | $ | 593,304 | $ | 557,115 | $ | 597,725 | $ | 589,688 | ||||||||
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The following table shows the portfolio composition by industry(1) grouping at fair value:
| March 31, 2020 | December 31, 2019 | |||||||||||||||
| Advertising | $ | 8,713 | 1.69 | % | $ | 9,804 | 1.76 | % | ||||||||
| Agricultural & Farm Machinery | 9,530 | 1.85 | 10,073 | 1.81 | ||||||||||||
| Air Freight & Logistics | 5,467 | 1.06 | 5,600 | 1.01 | ||||||||||||
| Application Software | 5,112 | 0.99 | 5,395 | 0.97 | ||||||||||||
| Automotive Retail | 23,790 | 4.62 | 24,890 | 4.47 | ||||||||||||
| Broadcasting | 11,831 | 2.30 | 12,396 | 2.23 | ||||||||||||
| Cable & Satellite | 13,950 | 2.71 | 14,250 | 2.56 | ||||||||||||
| Communications Equipment | 4,489 | 0.87 | 4,857 | 0.87 | ||||||||||||
| Data Processing & Outsourced Services | 27,669 | 5.37 | 40,699 | 7.32 | ||||||||||||
| Department Stores | 13,387 | 2.60 | 13,544 | 2.43 | ||||||||||||
| Distributors | 5,145 | 1.00 | 5,594 | 1.01 | ||||||||||||
| Diversified Chemicals | 8,486 | 1.65 | 8,733 | 1.57 | ||||||||||||
| Diversified Support Services | 16,774 | 3.26 | 17,636 | 3.17 | ||||||||||||
| Education Services | 11,487 | 2.23 | 11,519 | 2.07 | ||||||||||||
| Environmental & Facilities Services | — | — | 6,329 | 1.14 | ||||||||||||
| Food Retail | 6,625 | 1.29 | 7,668 | 1.38 | ||||||||||||
| Health Care Facilities | 13,024 | 2.53 | 14,760 | 2.65 | ||||||||||||
| Health Care Services | 26,505 | 5.15 | 27,010 | 4.85 | ||||||||||||
| Home Furnishings | 4,883 | 0.95 | 5,040 | 0.91 | ||||||||||||
| Human Resource & Employment Services | 12,045 | 2.34 | 12,354 | 2.22 | ||||||||||||
| Interactive Media & Services | 12,581 | 2.44 | 12,673 | 2.28 | ||||||||||||
| Internet & Direct Marketing Retail | 17,898 | 3.47 | 18,424 | 3.31 | ||||||||||||
| Investment Banking & Brokerage | 20,688 | 4.02 | 22,935 | 4.12 | ||||||||||||
| IT Consulting & Other Services | 4,141 | 0.80 | 4,236 | 0.76 | ||||||||||||
| Leisure Facilities | 20,795 | 4.04 | 24,086 | 4.33 | ||||||||||||
| Office Services & Supplies | 11,703 | 2.27 | 12,029 | 2.16 | ||||||||||||
| Other Diversified Financial Services | 27,574 | 5.35 | 28,376 | 5.10 | ||||||||||||
| Packaged Foods & Meats | 11,496 | 2.23 | 11,924 | 2.14 | ||||||||||||
| Property & Casualty Insurance | 6,281 | 1.22 | — | — | ||||||||||||
| Research & Consulting Services | 27,714 | 5.38 | 28,704 | 5.16 | ||||||||||||
| Restaurants | 8,577 | 1.67 | 9,717 | 1.75 | ||||||||||||
| Specialized Consumer Services | 4,923 | 0.96 | 4,355 | 0.78 | ||||||||||||
| Specialty Chemicals | 10,549 | 2.05 | 11,463 | 2.06 | ||||||||||||
| Specialized Finance | 37,138 | 7.23 | 47,151 | 8.47 | ||||||||||||
| Systems Software | 14,034 | 2.72 | 19,025 | 3.42 | ||||||||||||
| Technology Hardware, Storage & Peripherals | 30,636 | 5.95 | 23,566 | 4.24 | ||||||||||||
| Trading Companies & Distributors | 19,325 | 3.75 | 19,496 | 3.50 | ||||||||||||
| Trucking | 69 | 0.01 | 84 | 0.02 | ||||||||||||
| Total | $ | 515,034 | 100.00 | % | $ | 556,395 | 100.00 | % | ||||||||
| (1) | Excludes investments in STRS JV. |
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As of March 31, 2020 the portfolio companies underlying the investments are all located in the United States and its territories, except for Arcole Acquisition Corp and Geo Logic Systems Ltd. (which are located in Canada). As of March 31, 2020 and December 31, 2019, the weighted average remaining term of the Company’s debt investments were approximately 3.7 years and 3.4 years, respectively.
As of March 31, 2020 and December 31, 2019, the total fair value of non-accrual loans were $20,741 and $7,668, respectively.
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 three months ended March 31, 2020:
Affiliated Person(1) | Type
of Asset | Amount
of dividends and interest included in income | Beginning Fair Value at December 31, 2019 | Purchases | Sales | Net Realized Gain (Loss) | Net
Change in Unrealized Appreciation (Depreciation) | Ending
Fair Value at March 31, 2020 | ||||||||||||||||||||||
Non-controlled affiliates | ||||||||||||||||||||||||||||||
NMFC Senior Loan Program I LLC Units | Equity | $ | 275 | $ | 9,651 | $ | — | $ | — | $ | — | $ | (2,001 | ) | $ | 7,650 | ||||||||||||||
Total Non-controlled affiliates | $ | 275 | $ | 9,651 | $ | — | $ | — | $ | — | $ | (2,001 | ) | $ | 7,650 | |||||||||||||||
Affiliated Person(1) | Type
of Asset | Amount
of dividends and interest included in income | Beginning Fair Value at December 31, 2019 | Purchases | Sales | Net Realized Gain (Loss) | Net
Change in Unrealized Appreciation (Depreciation) | Ending
Fair Value at March 31, 2020 | ||||||||||||||||||||||
Controlled affiliates | ||||||||||||||||||||||||||||||
WHF STRS Ohio Senior Loan Fund LLC* | Subordinated
Note | $ | 625 | $ | 26,344 | $ | 10,193 | $ | — | $ | — | $ | — | $ | 36,537 | |||||||||||||||
WHF STRS Ohio Senior Loan Fund LLC* | Equity | 153 | 6,949 | 2,548 | — | — | (3,953 | ) | 5,544 | |||||||||||||||||||||
Total Controlled affiliates | $ | 778 | $ | 33,293 | $ | 12,741 | $ | — | $ | — | $ | (3,953 | ) | $ | 42,081 | |||||||||||||||
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The following table presents the schedule of investments in and advances to affiliated and controlled affiliated persons (as defined by the 1940 Act) as of and for the year ended December 31, 2019:
Affiliated Person(1) | Type of Asset | Amount of dividends and interest included in income | Beginning Fair Value at December 31, 2018 | Purchases | Sales | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation) | Ending Fair Value at December 31, 2019 | ||||||||||||||||||||||
Non-controlled affiliates | ||||||||||||||||||||||||||||||
NMFC Senior Loan Program I LLC Units | Equity | $ | 1,173 | $ | 9,630 | $ | — | $ | — | $ | — | $ | 21 | $ | 9,651 | |||||||||||||||
RCS Creditor Trust Class B Units | Equity | — | 535 | — | — | — | (535 | ) | — | |||||||||||||||||||||
Total Non-controlled affiliates | $ | 1,173 | $ | 10,165 | $ | — | $ | — | $ | — | $ | (514 | ) | $ | 9,651 | |||||||||||||||
Affiliated Person(1) | Type of Asset | Amount of dividends and interest included in income | Beginning Fair Value at December 31, 2018 | Purchases | Sales | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation) | Ending Fair Value at December 31, 2019 | ||||||||||||||||||||||
Controlled affiliates | ||||||||||||||||||||||||||||||
WHF STRS Ohio Senior Loan Fund LLC* | Subordinated
Note | $ | 936 | $ | — | $ | 26,344 | $ | — | $ | — | $ | — | $ | 26,344 | |||||||||||||||
WHF STRS Ohio Senior Loan Fund LLC* | Equity | — | — | 6,586 | — | 363 | 6,949 | |||||||||||||||||||||||
Total Controlled affiliates | $ | 936 | $ | — | $ | 32,930 | $ | — | $ | — | $ | 363 | $ | 33,293 | ||||||||||||||||
| * | 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. |
| (1) | Refer to the consolidated schedule of investments for the principal amount, industry classification and other security detail of each portfolio company. |
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WHF STRS Ohio Senior Loan Fund LLC
On January 14, 2019, the Company entered into a limited liability company operating agreement with STRS Ohio to co-manage a newly formed joint venture investment company, STRS JV, a Delaware limited liability company. STRS Ohio and the Company have 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. STRS JV will invest 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 rate based on a risk-free index rate such as LIBOR and have a term of three to six years.
In July 2019, STRS JV formally launched operations. As of March 31, 2020, STRS JV had total assets of $126,443. STRS JV’s portfolio consisted of debt investments in 14 portfolio companies as of March 31, 2020. As of March 31, 2020, the largest investment by aggregate principal amount (including any unfunded commitments) in a single portfolio company in STRS JV’s portfolio was $14,696. The five largest investments in portfolio companies by fair value in STRS JV totaled $57,124. 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 March 31, 2020, 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 $9,134 and advances of the subordinated notes of $36,537 as of March 31, 2020. As of March 31, 2020, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, of which $5,866 and $23,463 were unfunded, respectively.
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”). As of March 31, 2020, the STRS JV Credit Facility had $125,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a risk-free index rate such as LIBOR plus 2.55%. The final maturity date of the STRS JV Credit Facility is July 19, 2024. As of March 31, 2020, STRS JV had $56,525 of outstanding borrowings under the STRS JV Credit Facility. At March 31, 2020, the effective interest rate on the STRS JV Credit Facility was 3.86% per annum.
27
Below is a listing of STRS JV’s individual investments as of March 31, 2020:
| Investment Type(1) | Spread Above Index(2) | Interest Rate(3) | Acquisition Date(4) | Maturity Date | Principal/ Share Amount | Amortized Cost | Fair Value(5) | |||||||||||||
| North America | ||||||||||||||||||||
| Debt Investments | ||||||||||||||||||||
| Advertising | ||||||||||||||||||||
| SmartSign Holdings LLC | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.92% | 10/21/19 | 10/11/24 | 8,820 | $ | 8,658 | $ | 8,466 | |||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Revolving Loan | L+ 6.00% | 7.00% | 10/21/19 | 10/11/24 | 909 | 893 | 873 | |||||||||||||
| (1.00% Floor) | 9,729 | 9,551 | 9,339 | |||||||||||||||||
| Construction & Engineering | ||||||||||||||||||||
| SFP Holding, Inc. | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.25% | 7.70% | 12/31/19 | 09/01/22 | 6,529 | 6,526 | 6,333 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Delayed Draw Loan(6) | L+ 6.25% | 7.70% | 12/13/19 | 09/01/22 | 4,309 | 4,306 | 4,132 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Revolving Loan | L+ 6.25% | 7.70% | 12/13/19 | 09/01/22 | 1,134 | 1,128 | 1,100 | |||||||||||||
| (1.00% Floor) | 11,972 | 11,960 | 11,565 | |||||||||||||||||
| Data Processing & Outsourced Services | ||||||||||||||||||||
| Geo Logic Systems Ltd. | ||||||||||||||||||||
| First Lien Secured Term Loan(7) | L+ 6.25% | 7.52% | 01/22/20 | 12/19/24 | 14,744 | 11,067 | 9,530 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Revolving Loan(7) | L+ 6.25% | 7.52% | 01/22/20 | 12/19/24 | — | — | (36 | ) | ||||||||||||
| (1.00% Floor) | 14,744 | 11,067 | 9,494 | |||||||||||||||||
| Quest Events, LLC | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.45% | 07/19/19 | 12/28/24 | 10,833 | 10,644 | 8,807 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Revolving Loan | L+ 6.00% | 7.00% | 07/19/19 | 12/28/24 | 935 | 919 | 760 | |||||||||||||
| (1.00% Floor) | 11,768 | 11,563 | 9,567 | |||||||||||||||||
| Environmental & Facilities Services | ||||||||||||||||||||
| WH Lessor Corp. | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.00% | 01/22/20 | 12/26/24 | 5,271 | 5,170 | 5,028 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Revolving Loan(6) | L+ 6.00% | 7.00% | 01/22/20 | 12/26/24 | — | — | (14 | ) | ||||||||||||
| (1.00% Floor) | 5,271 | 5,170 | 5,014 | |||||||||||||||||
| Health Care Services | ||||||||||||||||||||
| Akumin Corp. | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.00% | 07/19/19 | 05/31/24 | 13,597 | 13,372 | 12,917 | |||||||||||||
| (1.00% Floor) | 13,597 | 13,372 | 12,917 | |||||||||||||||||
| Industrial Machinery | ||||||||||||||||||||
| FR Flow Control CB LLC | ||||||||||||||||||||
| First Lien Secured Term Loan B | L+ 6.00% | 7.45% | 07/19/19 | 06/28/26 | 7,325 | 7,193 | 6,605 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Term Loan C | L+ 6.00% | 7.45% | 07/19/19 | 06/28/26 | 2,870 | 2,818 | 2,588 | |||||||||||||
| (1.00% Floor) | 10,195 | 10,011 | 9,193 | |||||||||||||||||
| Insurance Brokers | ||||||||||||||||||||
| SelectQuote, Inc. | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.03% | 11/05/19 | 11/05/24 | 10,250 | 10,062 | 9,891 | |||||||||||||
| (1.00% Floor) | 10,250 | 10,062 | 9,891 | |||||||||||||||||
| Internet & Direct Marketing Retail | ||||||||||||||||||||
| Marlin DTC-LS Midco 2, LLC | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 5.50% | 6.57% | 07/19/19 | 07/01/25 | 13,680 | 13,440 | 13,270 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Revolving Loan | L+ 5.50% | 6.57% | 07/19/19 | 07/01/25 | — | — | (13 | ) | ||||||||||||
| (1.00% Floor) | 13,680 | 13,440 | 13,257 | |||||||||||||||||
| Packaged Foods & Meats | ||||||||||||||||||||
| Mikawaya Holdings, LLC | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.25% | 02/18/20 | 01/29/25 | 3,080 | 3,020 | 2,957 | |||||||||||||
| (1.25% Floor) | ||||||||||||||||||||
| Poultry Holdings, LLC | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 5.75% | 6.75% | 10/21/19 | 06/28/25 | 7,787 | 7,644 | 7,515 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| Westrock Coffee Company, LLC | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.50% | 8.10% | 03/20/20 | 02/28/25 | 9,273 | 9,158 | 8,995 | |||||||||||||
| (1.50% Floor) | 20,140 | 19,822 | 19,467 | |||||||||||||||||
| Personal Products | ||||||||||||||||||||
| Sunless, Inc. | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 6.00% | 7.00% | 10/21/19 | 08/13/24 | 4,852 | 4,766 | 4,124 | |||||||||||||
| (1.00% Floor) | ||||||||||||||||||||
| First Lien Secured Revolving Loan | L+ 6.00% | 7.00% | 10/21/19 | 08/13/24 | 1,330 | 1,306 | 1,131 | |||||||||||||
| (1.00% Floor) | 6,182 | 6,072 | 5,255 | |||||||||||||||||
| Systems Software | ||||||||||||||||||||
| arcserve (USA) LLC | ||||||||||||||||||||
| First Lien Secured Term Loan | L+ 5.50% | 7.41% | 07/19/19 | 05/01/24 | 8,268 | 8,132 | 8,020 | |||||||||||||
| (1.00% Floor) | 8,268 | 8,132 | 8,020 | |||||||||||||||||
| Total Investments | 135,796 | $ | 130,222 | $ | 122,979 | |||||||||||||||
| (1) | Except as noted, all investments provide collateral for the STRS JV Credit Facility. |
| (2) | The investments bear interest at a rate that may be determined by reference to LIBOR, which resets monthly, quarterly or semiannually, or CDOR. The one, three and six-month LIBOR were 1.0%, 1.5% and 1.2%, respectively, as of March 31, 2020. The CDOR was 1.2% as of March 31, 2020. |
| (3) | The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the PIK interest rate, as the case may be. |
| (4) | Except as otherwise noted, all of the STRS JV’s portfolio company investments, which as of the date of the portfolio represented 1,331% of STRS JV’s net assets or 97% of STRS JV’s total assets, are subject to legal restrictions on sales. |
| (5) | The fair value of each investment was determined using significant unobservable inputs. |
| (6) | The investment or a portion of the investment does not provide collateral for the STRS JV Credit Facility. |
| (7) | Principal is denominated in Canadian dollars. |
28
As of March 31, 2020, STRS JV had no investments on non-accrual status. STRS JV had outstanding commitments to fund investments totaling $4,645 under undrawn revolvers as of March 31, 2020.
Below is certain summarized financial information for STRS JV as of and for the three month period ended March 31, 2020 (dollars in thousands):
| Selected Balance Sheet Information | ||||
| Assets: | ||||
| Investments, at fair value (amortized cost of $130,222) | $ | 122,979 | ||
| Cash and cash equivalents | 2,825 | |||
| Other assets | 639 | |||
| Total assets | $ | 126,443 | ||
| Liabilities: | ||||
| Credit facility | 54,795 | |||
| Note payable to members | 60,896 | |||
| Interest payable on credit facility | 186 | |||
| Interest payable on notes to members | 1,042 | |||
| Other liabilities | 285 | |||
| Total liabilities | $ | 117,204 | ||
| Members’ equity | 9,239 | |||
| Total liabilities and members’ equity | $ | 126,443 | ||
| Selected Statement of Operations Information | ||||
| Interest income | $ | 2,377 | ||
| Total investment income | $ | 2,377 | ||
| Interest expense on credit facility | 764 | |||
| Interest expense on notes to members | 1,042 | |||
| Administrative fee | 59 | |||
| Other expenses | 112 | |||
| Total expenses | $ | 1,977 | ||
| Net investment income | 400 | |||
| Net realized losses on investments and foreign currency transactions | (44 | ) | ||
| Net change in unrealized depreciation on investments and foreign currency translation | (6,691 | ) | ||
| Net decrease in net assets resulting from operations | $ | (6,335 | ) | |
29
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 three months ended March 31, 2020 and year ended December 31, 2019, 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 of WhiteHorse Advisers 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.
The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of March 31, 2020:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| First lien secured loans | $ | — | $ | — | $ | 447,991 | $ | 447,991 | ||||||||
| Second lien secured loans | — | — | 53,786 | 53,786 | ||||||||||||
| Subordinated Note to STRS JV | — | — | 36,537 | 36,537 | ||||||||||||
| Equity (excluding STRS JV) | — | — | 13,257 | 13,257 | ||||||||||||
| Equity in STRS JV(1) | — | — | — | 5,544 | ||||||||||||
| Total investments | $ | — | $ | — | $ | 551,571 | $ | 557,115 | ||||||||
The Company’s investments in forward currency contracts, which were valued at $(1) as of March 31, 2020, 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, 2019:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| First lien secured loans | $ | — | $ | — | $ | 477,875 | $ | 477,875 | ||||||||
| Second lien secured loans | — | — | 62,155 | 62,155 | ||||||||||||
| Subordinated Note to STRS JV | — | — | 26,344 | 26,344 | ||||||||||||
| Equity (excluding STRS JV) | 467 | — | 15,898 | 16,365 | ||||||||||||
| Equity in STRS JV(1) | — | — | — | 6,949 | ||||||||||||
| Total investments | $ | 467 | $ | — | $ | 582,272 | $ | 589,688 | ||||||||
| (1) | The Company’s equity investment in STRS JV is measured using the net asset value per share as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities. |
30
The following table presents the changes in investments measured at fair value using Level 3 inputs for the three months ended March 31, 2020:
First Lien Secured Loans | Second Lien Secured Loans | Subordinated Notes to STRS JV | Equity | Total Investments | ||||||||||||||||
| Fair value, beginning of period | $ | 477,875 | $ | 62,155 | $ | 26,344 | $ | 15,898 | $ | 582,272 | ||||||||||
| Funding of investments | 27,640 | — | 10,193 | — | 37,833 | |||||||||||||||
| Non-cash interest income | 308 | — | — | — | 308 | |||||||||||||||
| Accretion of discount | 579 | 87 | — | 18 | 684 | |||||||||||||||
| Proceeds from paydowns and sales | (37,961 | ) | (7,610 | ) | — | (18 | ) | (45,589 | ) | |||||||||||
| Realized gains | 354 | — | — | — | 354 | |||||||||||||||
| Net unrealized (depreciation) appreciation | (20,804 | ) | (846 | ) | — | (2.641 | ) | (24,291 | ) | |||||||||||
| Fair value, end of period | $ | 447,991 | $ | 53,786 | $ | 36,537 | $ | 13,257 | $ | 551,571 | ||||||||||
| Change in unrealized appreciation (depreciation) on investments still held as of March 31, 2020 | $ | (20,808 | ) | $ | (844 | ) | $ | — | $ | (2,641 | ) | $ | (24,293 | ) | ||||||
The following table presents the changes in investments measured at fair value using Level 3 inputs for the three months ended March 31, 2019:
First Lien Secured Loans | Second Lien Secured Loans | Equity | Total Investments | |||||||||||||
| Fair value, beginning of period | $ | 359,416 | $ | 97,167 | $ | 12,275 | $ | 468,858 | ||||||||
| Funding of investments | 49,222 | — | 477 | 49,699 | ||||||||||||
| Non-cash interest income | 91 | 567 | — | 658 | ||||||||||||
| Accretion of discount | 809 | 519 | — | 1,328 | ||||||||||||
| Proceeds from paydowns and sales | (34,916 | ) | (17,342 | ) | — | (52,258 | ) | |||||||||
| Realized losses | (2,018 | ) | — | — | (2,018 | ) | ||||||||||
| Net unrealized (depreciation) appreciation | 1,890 | (582 | ) | (211 | ) | 1,097 | ||||||||||
| Fair value, end of period | $ | 374,494 | $ | 80,329 | $ | 12,541 | $ | 467,364 | ||||||||
| Change in unrealized appreciation (depreciation) on investments still held as of March 31, 2020 | $ | 1,300 | $ | (115 | ) | $ | (211 | ) | $ | 974 | ||||||
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.
31
Quantitative information about Level 3 fair value measurements is as follows:
| Investment Type | Fair Value at March 31, 2020 |
Valuation Techniques |
Unobservable Inputs |
Range (Weighted Average) | ||||||
| First lien secured loans | $ | 395,152 | Discounted cash flows | Discount rate | 8.0% – 26.8% (11.0%) | |||||
| Exit multiple | 4.0x – 15.0x (7.7x) | |||||||||
| 19,649 | Guideline public companies | LTM EBITDA multiple | 5.0x – 6.2x (5.7x) | |||||||
| 33,190 | Discounted cash flows and consensus market pricing | Discount rate | 8.4% – 10.6% (9.9%) | |||||||
| Market quotes | 81.7 – 95.3 (89.0) | |||||||||
| Exit multiple | 5.0x – 9.0x (7.4x) | |||||||||
| $ | 447,991 | |||||||||
| Second lien secured loans | $ | 53,786 | Discounted cash flows | Discount rate | 12.9% – 49.4% (29.4%) | |||||
| Exit multiple | 5.5x | |||||||||
| $ | 53,786 | |||||||||
| JV Subordinated loan | $ | 36,537 | Enterprise value | - | - | |||||
| $ | 36,537 | |||||||||
| Preferred Equity | $ | 1,005 | Similar transactions | LTM EBITDA multiple | 8.5x | |||||
| $ | 1,005 | |||||||||
| Common Equity | $ | 7,650 | Discounted cash flows | Discount rate | 23.4% | |||||
| Discount for lack of marketability | 2.0% | |||||||||
| 802 | Similar transactions | LTM EBITDA multiple | 5.0x – 8.0x (7.8x) | |||||||
| Discount for lack of marketability | 40.0% | |||||||||
| $ | 8,452 | |||||||||
| Warrant | $ | 3,731 | Discounted cash flows and | Discount rate | 23.0% - 33.0% (24.2%) | |||||
| Option-pricing method | Exit multiple | 5.5x – 8.0x (5.8x) | ||||||||
| Volatility | 2.0% - 2.4% (2.4%) | |||||||||
| Discount for lack of marketability | 10.0% - 13.0% (10.4%) | |||||||||
| $ | 3,731 | |||||||||
| Earnout and Holdback | $ | 69 | Discounted cash flows | Discount rate | 0.4% | |||||
| $ | 69 | |||||||||
| Total Level 3 Investments | $ | 551,571 | ||||||||
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| Investment Type | Fari Value at December 31, 2019 | Valuation Techniques | Unobservable Inputs | Range (Weighted Average) | ||||||
| First lien secured loans | $ | 204,908 | Discounted cash flows | Discount rate | 8.8% – 20.0% (10.9)% | |||||
| Exit multiple | 4.8x – 9.0x (7.3x) | |||||||||
| 525 | Asset coverage and Recent transaction | Transaction price | 100.0 | |||||||
| 184,636 | Discounted cash flows and consensus market pricing or recent transaction | Discount rate | 6.2% – 11.2% (9.1)% | |||||||
| Market quotes or transaction price | 97.1 – 99.7 (98.2) | |||||||||
| Exit multiple | 7.0x – 10.0x (8.2x) | |||||||||
| 22,429 | Guideline public companies | Exit multiple | 4.0x – 5.0x (4.6x) | |||||||
| 5,405 | Expected repayment | Repayment price | 100.0 | |||||||
| 59,972 | Consensus market pricing or recent transaction | Market quotes or transaction price | 95.1 – 98.0 (96.6) | |||||||
| $ | 477,875 | |||||||||
| Second lien secured loans | $ | 62,155 | Discounted cash flows | Discount rate | 12.0% – 1 8.5% (14.9)% | |||||
| Exit multiple | 6.0x | |||||||||
| $ | 62,155 | |||||||||
| Subordinated Note to STRS JV | $ | 26,344 | Enterprise value | — | — | |||||
| $ | 26,344 | |||||||||
| Preferred Equity | $ | 1,133 | Similar transactions | Transaction multiple | 9.4x – 9.5x (9.5x) | |||||
| $ | 1,133 | |||||||||
| Common Equity | $ | 9,650 | Discounted cash flows | Discount rate | 9.1% | |||||
| Discount for lack of marketability | 2.0% | |||||||||
| $ | 849 | Similar transactions | Transaction multiple | 6.0x – 6.8x (6.8x) | ||||||
| $ | 10,499 | |||||||||
| Warrant | $ | 4,182 | Discounted cash flows and | Discount rate | 23.0% – 30.0% (23.8)% | |||||
| Option-pricing method | Exit multiple | 5.5x – 8.0x (5.8x) | ||||||||
| Volatility | 1.3% – 2.2% (2.1)% | |||||||||
| Discount for lack of marketability | 10.0% – 13.0% (10.3)% | |||||||||
| $ | 4,182 | |||||||||
| Earnout and Holdback | $ | 84 | Discounted cash flows | Discount rate | 1.6% | |||||
| $ | 84 | |||||||||
| Total Level 3 Investments | $ | 582,272 | ||||||||
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.
33
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 amortized cost and fair value of the Company’s borrowings as of March 31, 2020 and December 31, 2019. The amortized cost disclosed below excludes debt issuance costs. 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. The fair value of the Company’s 6.0% private notes due 2023 (the “Private Notes”) was estimated using discounted future cash flows to the valuation date. The fair value of the 6.5% notes due 2025, (the “2025 Notes”) was estimated using the trailing 10-day volume weighted average quoted price as of the valuation date.
| March 31, 2020 | December 31, 2019 | |||||||||||||||||||
Fair Value Level | Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||
| JPM Credit Facility | 3 | $ | 230,866 | $ | 224,700 | $ | 238,917 | $ | 243,435 | |||||||||||
| Private Notes | 3 | 30,000 | 28,435 | 30,000 | 31,558 | |||||||||||||||
| 2025 Notes | 2 | 35,000 | 27,958 | 35,000 | 36,722 | |||||||||||||||
| $ | 295,866 | $ | 281,093 | $ | 303,917 | $ | 311,715 | |||||||||||||
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 March 31, 2020, the Company’s asset coverage for borrowed amounts was 196.2%.
Total borrowings outstanding and available as of March 31, 2020, were as follows:
| Maturity | Rate | Face Amount | Available | |||||||||||||
| JPM Credit Facility | 2024 | L+2.50 | % | $ | 230,866 | $ | 19,134 | |||||||||
| Private Notes | 2023 | 6.0 | % | 30,000 | — | |||||||||||
| 2025 Notes | 2025 | 6.5 | % | 35,000 | — | |||||||||||
| Total debt | 295,866 | $ | 19,134 | |||||||||||||
| Debt issuance cost | (4,737 | ) | ||||||||||||||
| Total debt net issuance cost | $ | 291,129 | ||||||||||||||
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Total borrowings outstanding and available as of December 31, 2019, were as follows:
| Maturity | Rate | Face Amount | Available | |||||||||||||
| JPM Credit Facility | 2024 | L+2.50 | % | $ | 238,917 | $ | 11,083 | |||||||||
| Private Notes | 2023 | 6.0 | % | 30,000 | — | |||||||||||
| 2025 Notes | 2025 | 6.5 | % | 35,000 | — | |||||||||||
| Total debt | 303,917 | $ | 11,083 | |||||||||||||
| Debt issuance cost | (4,993 | ) | ||||||||||||||
| Total debt net issuance cost | $ | 298,924 | ||||||||||||||
Credit Facility: On December 23, 2015, WhiteHorse Credit entered into a $200,000 revolving credit and security agreement with JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent and lender (the “Credit Facility”). On June 27, 2016, the Credit Facility was amended and restated to clarify certain terms. On June 29, 2017, WhiteHorse Credit and JPMorgan again amended and restated the terms of the Credit Facility to, among other things, (i) extend the maturity date to December 29, 2021, (ii) increase the amount contained within the accordion feature which allows for the expansion of the borrowing limit from $220,000 to $235,000 and (iii) reduce the interest rate spread applicable on outstanding borrowings to 2.75%. On May 15, 2018, the terms of the Credit Facility were again amended and restated to, among other things, permit the financing of certain assets to be held by WhiteHorse California, a wholly owned subsidiary of WhiteHorse Credit. In November 2018, the Company entered into an amendment to the Credit Facility, which, among other things, allows for a temporary reduction in the required minimum outstanding borrowings. On November 22, 2019, the terms of the Credit Facility were again amended and restated to, among other things, (i) extend the maturity date from December 29, 2021 to November 22, 2024; (ii) increase the size of the facility from $200,000 to $250,000 with an additional $100,000 accordion feature, which allows for the expansion of the borrowing limit, exercisable in increments of at least $35,000 (the “Commitment”); (iii) reduce the interest rate spread applicable on outstanding borrowings from 2.75% to 2.50%; (iv) change the minimum borrowing amount from 77.5% to 70.0% of the Commitment; (v) increase the advance rate from 57% to 60%; and (vi) extend the non-call period from October 29, 2019 to November 22, 2021.
The Credit Facility bears interest at LIBOR plus 2.50% on outstanding borrowings. The Company is required to pay a non-usage fee which accrues at 1.00% per annum (or 0.60% per annum with respect to any date in which the aggregated amount of outstanding borrowings is greater than 70.0% of the total commitments), 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. Through May 19, 2019, the required minimum outstanding borrowings are $115,000 and then was increased to $135,000 until August 20, 2019. Between August 20, 2019 and November 22, 2019, the required minimum outstanding borrowings was $155,000. Subsequent to November 22, 2019 the minimum borrowing requirement is $175,000. In connection with the Credit Facility, WhiteHorse Credit pledged securities with a fair value of approximately $458,867 as of March 31, 2020 as collateral. The Credit Facility has a final maturity date of November 22, 2024.
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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 March 31, 2020, the Company had $230,866 in outstanding borrowings and $19,134 undrawn under the Credit Facility. Weighted average outstanding borrowings were $219,409 at a weighted average interest rate of 4.22%, respectively, for the three months ended March 31, 2020. At March 31, 2020, the interest rate in effect on outstanding borrowings was 3.78%. 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. At March 31, 2020, approximately $19,134 was available to be drawn by the Company based on these requirements.
Private Notes: On July 13, 2018, the Company entered into an agreement (the “Note Purchase Agreement”) to sell in a private offering $30,000 aggregate principal amount of senior unsecured Private Notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Interest on the Private 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 Private Notes cease to have an investment grade rating. The Private 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 Private 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.
2025 Notes: On November 13, 2018, the Company completed a public offering of $35,000 of aggregate principal amount of 2025 Notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under its revolving credit facility. Interest on the 2025 Notes is paid quarterly on February 28, May 31, August 31 and November 30 each year, at an annual rate of 6.50%. The 2025 Notes will mature on November 30, 2025 and may 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 Notes are direct unsecured obligations and are structurally subordinate to borrowings under the Credit Facility and will rank equally in right of payment with the Company’s other outstanding and future unsecured, unsubordinated indebtedness, including the Private Notes. The 2025 Notes are listed on the Nasdaq Global Select Market under the trading symbol “WHFBZ.”
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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 (the “Investment Advisory Agreement”). The Company’s board of directors most recently re-approved the Investment Advisory Agreement on August 1, 2019. 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 was amended and restated to reduce the base management fee on assets financed using leverage over 200% asset coverage (over 1.0x debt to equity) as further discussed below. 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:
| • | determines the composition of the investment portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes; |
| • | identifies, evaluates and negotiates the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies); and |
| • | closes, monitors and administers the investments the Company makes, including the exercise of any voting or consent rights. |
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
Prior to November 1, 2018, the base management fee is calculated at an annual rate of 2.0% of the average carrying value of consolidated gross assets, including cash and cash equivalents and assets purchased with borrowed funds, at the end of the two most recently completed calendar quarters. Effective November 1, 2018, 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 (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.
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During the three months ended March 31, 2020 and 2019, the Company incurred base management fees of $3,092 and $2,412, net of fees waived, respectively. WhiteHorse Advisers has agreed to waive that portion of the base management fee payable with respect to cash and cash equivalents and restricted cash and cash equivalents to which it would otherwise be entitled under the Investment Advisory Agreement for the fiscal quarters ended September 30, 2018, December 31, 2018, March 31, 2019 and June 30, 2019; and for the fiscal quarter ended September 30, 2019 only to the extent that the determination of base management fees would otherwise include June 30, 2019 cash and cash equivalents and restricted cash and cash equivalents for the purpose of calculating the average carrying value of consolidated gross assets.
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.”
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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 (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:
| • | no incentive fee is payable to the Company’s investment adviser in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the “Hurdle Rate” of 1.75% (7.00% annualized); |
| • | 100% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than 2.1875% in any calendar quarter (8.75% annualized) is payable to the Company’s investment adviser. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the Hurdle Rate but is less than 2.1875%) is referred to as the “catch-up.” The effect of the catch-up is that, if such Pre-Incentive Fee Net Investment Income exceeds 2.1875% in any calendar quarter, the investment adviser will receive 20% of such Pre-Incentive Fee Net Investment Income as if the Hurdle Rate did not apply; and |
| • | 20% of the amount of such Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable to the Company’s investment adviser (once the Hurdle Rate is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income). |
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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. For the three months ended March 31, 2020 and 2019, the Company reversed previously accrued Capital Gains Incentive Fees of $626 and $121, respectively. As of March 31, 2020 and December 31, 2019, included in management and incentive fees payable on the consolidated statements of assets and liabilities were $0 and $626, respectively, for cumulative accruals of Capital Gains Incentive Fees under GAAP, including any amounts payable pursuant to the Investment Advisory Agreement as described above.
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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.
During the three months ended March 31, 2020 and March 31, 2019, the Company incurred total performance-based incentive fees of $441 and $1,751, respectively.
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.
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 months ended March 31, 2020 and March 31, 2019, the Company incurred allocated administrative service fees of $171 and $158, respectively.
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Co-investments with Related Parties: At March 31, 2020 and December 31, 2019, certain officers or employees affiliated with or employed by WhiteHorse Advisers and its related entities maintained co-investments in the Company’s investments of $0 and $0, respectively.
At March 31, 2020 and December 31, 2019, certain funds affiliated with WhiteHorse Advisers and its related entities maintained co-investments in the Company’s investments of $2,258,194 and $2,241,494, respectively.
STRS JV: For the three month period ended March 31, 2020, the Company sold $28,458 of investments to STRS JV at fair value and recognized $35 of net realized gains.
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 approximately $8,626 and $9,056 as of March 31, 2020 and December 31, 2019, 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 March 31, 2020 and December 31, 2019:
| Unfunded Commitment as of | ||||||||
March 31, 2020 | December 31, 2019 | |||||||
| Revolving Loan Commitments: | ||||||||
| Geo Logic Systems Ltd. | $ | 287 | $ | 1,288 | ||||
| ImageOne Industries, LLC | 652 | — | ||||||
| Lift Brands, Inc. | 376 | 594 | ||||||
| Newscycle Solutions, Inc. | — | 36 | ||||||
| WH Lessor Corp. | — | 646 | ||||||
| 1,315 | 2,564 | |||||||
| Delayed Draw Loan Commitments: | ||||||||
| Crown Brands LLC | 850 | 850 | ||||||
| Lab Logistics, LLC | 572 | 572 | ||||||
| PS Lightwave, Inc. | 1,495 | — | ||||||
| Sklar Holdings, Inc. | 3,039 | 3,039 | ||||||
| True Blue Car Wash, LLC | 1,355 | 2,031 | ||||||
| 7,311 | 6,492 | |||||||
| Total Unfunded Commitments | $ | 8,626 | $ | 9,056 | ||||
As of March 31, 2020, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, of which $5,866 and $23,463 was unfunded, respectively. 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.
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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 months ended March 31, 2020 and subsequent to March 31, 2020, the COVID-19 pandemic has had a significant impact on the U.S economy. The Company had a significant reduction in its net asset value as of March 31, 2020 as compared to its net asset value as of December 31, 2019, which was primarily the result of the impact of the COVID-19 pandemic. The decrease in net asset value as of March 31, 2020 primarily resulted from an increase in the aggregate unrealized depreciation of the Company’s investment portfolio resulting from decreases in the fair value of some of its portfolio company investments primarily due to the immediate adverse economic effects of the COVID-19 pandemic and the continuing uncertainty surrounding COVID-19’s long-term impact, as well as the re-pricing of credit risk in the broadly syndicated credit market. To the extent the Company's portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material 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 - FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights:
Three months ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Per share data:(1) | ||||||||
| Net asset value, beginning of period | $ | 15.23 | $ | 15.35 | ||||
| Net investment income | 0.30 | 0.37 | ||||||
| Net realized and unrealized (losses) gains on investments | (1.31 | ) | (0.03 | ) | ||||
| Net increase (decrease) in net assets resulting from operations | (1.01 | ) | 0.34 | |||||
| Distributions declared from net investment income | (0.36 | ) | (0.36 | ) | ||||
| Net asset value, end of period | $ | 13.86 | $ | 15.33 | ||||
| Total annualized return based on market value(2) | (194.35 | )% | 47.19 | % | ||||
| Total annualized return based on net asset value | (27.92 | )% | 8.93 | % | ||||
| Net assets, end of period | $ | 284,705 | $ | 315,007 | ||||
| Per share market value at end of period | $ | 7.08 | $ | 14.20 | ||||
| Shares outstanding end of period | 20,546,032 | 20,546,032 | ||||||
| Ratios/Supplemental data:(3) | ||||||||
| Ratio of expenses before incentive fees to average net assets(4)(5) | 10.65 | % | 8.36 | % | ||||
| Ratio of incentive fees to average net assets(4) | 0.58 | % | 2.23 | % | ||||
| Ratio of total expenses to average net assets(4)(5) | 11.23 | % | 10.59 | % | ||||
| Ratio of net investment income to average net assets(4)(5) | 8.13 | % | 9.70 | % | ||||
| Portfolio turnover ratio | 4.82 | % | 10.06 | % | ||||
| (1) | Calculated using the average shares outstanding method. |
| (2) | Total return is based on the change in market price per share during the period and takes into account distributions, if any, reinvested in accordance with the distribution reinvestment plan. |
| (3) | With the exception of the portfolio turnover rate, ratios are reported on an annualized basis. |
| (4) | WhiteHorse Advisers did not waive any base management fees during the three months ended March 31, 2020. During the three months ended March 31, 2019, WhiteHorse Advisers irrevocably waived $177 of base management fees. Excluding these management fee waivers, the ratios to average net assets consisting of the ratio of expenses before incentive fees, ratio of incentive fees, ratio of total expenses and ratio of net investment income would have been 8.59%, 2.19%, 10.77% and 9.47%, respectively, for the three months ended March 31, 2019. |
| (5) | Calculated using total expenses, including income tax provision. |
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.
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NOTE 10 - 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 March 31, | ||||||||
| 2020 | 2019 | |||||||
| Net increase in net assets resulting from operations | $ | (20,956 | ) | $ | 7,005 | |||
| Weighted average shares outstanding | 20,546,032 | 20,546,032 | ||||||
| Basic and diluted per share net increase in net assets resulting from operations | $ | (1.01 | ) | $ | 0.34 | |||
NOTE 11 - SUBSEQUENT EVENTS
The Company has evaluated events that have occurred after the balance sheet date but before the consolidated financial statements are issued and has determined that there were no additional subsequent events requiring adjustment or disclosure in the consolidated financial statements.
See Note 8 for information regarding the potential impact of the COVID-19 pandemic. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material 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.
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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:
| • | our future operating results; |
| • | our ability to consummate new investments and the impact of such investments; |
| • | our ability to continue to effectively manage our business due to the significant disruptions caused by the current pandemic caused by the novel coronavirus (commonly known as “COVID-19”); |
| • | our business prospects and the prospects of our prospective portfolio companies, including as a result of the current COVID-19 pandemic; |
| • | the ability of our portfolio companies to achieve their objectives; |
| • | our contractual arrangements and relationships with third parties; |
| • | changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets, including changes from the impact of the current COVID-19 pandemic; |
| • | the dependence of our future success on the general economy and its impact on the industries in which we invest; |
| • | the impact of increased competition; |
| • | the ability of our investment adviser to locate suitable investments for us and to monitor our investments; |
| • | our expected financings and investments and the rate at which our investments are refunded by portfolio companies; |
| • | our ability to pay dividends or make distributions; |
| • | the adequacy of our cash resources and working capital; |
| • | the timing of cash flows, if any, from the operations of our prospective portfolio companies; and |
| • | the impact of future acquisitions and divestitures. |
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.
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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 limited liability company 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, or WhiteHorse Advisers, 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 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 rate based on a risk-free index rate such as the London Interbank Offered Rate, or LIBOR, 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 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 rapid spread of COVID-19 and the related effect on the U.S. and world economy, has had adverse consequences for the business operations of some of our portfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of our investment adviser (including those relating to us). Our investment adviser has been monitoring 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 assess and evaluate the steps each portfolio company can take in response to the impacts of COVID-19.
We cannot predict the full impact of the COVID-19, including its duration in the United States and worldwide and the extent of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, the extent to which COVID-19 and/or other disease pandemics may continue to negatively affect our and our portfolio companies’ operating results and financial condition, or the duration of any potential business or supply-chain disruption for us, our investment adviser and/or our portfolio companies, is uncertain. Depending on the duration and extent of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies will experience financial distress and possibly default on their financial obligations to us and their other capital providers. We also expect that some of our portfolio companies may significantly curtail business operations, furlough or lay off employees, terminate relationships with service providers and defer capital expenditures if subjected to prolonged and severe financial distress, which could permanently impair their business. These developments would likely result in a decrease in the value of our investment in any such portfolio company.
The COVID-19 pandemic and the related disruption and financial distress experienced by our portfolio companies have already had adverse effects on our results of operations, which are described in further detail below, and we expect that such adverse effects will continue for the duration of the pandemic and potentially for some time thereafter. In connection with the adverse effects of the COVID-19 pandemic, we may need to restructure our investments in some of our portfolio companies, which could result in diminished interest payments or in permanent impairments on our investments. The effects of the COVID-19 pandemic discussed above 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.
As of March 31, 2020, we are permitted under the 1940 Act, as a business development company, to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. While we are in compliance with our asset coverage requirements under the 1940 Act as of March 31, 2020, 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 resulting in a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders. As of March 31, 2020, we were in compliance with all covenants and other requirements of the Credit Facility.
We are also subject to financial risks, including changes in market interest rates. As of March 31, 2020, nearly all of our debt investments at fair value were at floating rates, which are generally based on a risk-free index rate such as LIBOR, and many of which are subject to certain floors. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in our operating expenses or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.
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Over the past four years, 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 a repeat of the Great Recession would allow us to recover 100% of our loans. We have focused on moderate leverage, first lien lending and have not extended a new second lien loan since 2018. 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.
Over the past few weeks, the WhiteHorse Advisers credit team has been in close contact with the owners and management teams of each of our portfolio companies. With the rapid onset of the crisis, these owners and management teams have been actively assessing the likely impacts to their businesses and are coordinating with us to guide their companies through the fallout. In dealing with the economic decline that is occurring right now and in the coming quarters, we are operating under a philosophy that we will work hand in hand with our borrowers to support them. We expect owners to support their firms with additional equity where possible, and we will react to this by showing flexibility in our terms as appropriate.
We will continue to monitor the rapidly evolving situation relating to 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 reasonably quantify the full effect of COVID-19 on our financial condition, results of operations or cash flows in the future. However, we do expect that it will have a negative impact to cash flows earned by us during the second and third quarter of 2020, which would result in a material adverse effect on our future net investment income, the fair value of our portfolio investments, and the results of operations and financial condition of our portfolio companies.
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 or an equivalent risk-free 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.
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Expenses
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:
| • | our organization; |
| • | calculating our net asset value and net asset value per share (including the costs and expenses of independent valuation firms); |
| • | fees and expenses, including travel expenses, incurred by WhiteHorse Advisers or payable to third parties in performing due diligence on prospective portfolio companies, monitoring our investments and, if necessary, enforcing our rights; |
| • | the costs of all future offerings of common shares and other securities, and other incurrences of debt; |
| • | the base management fee and any incentive fee; |
| • | distributions on our shares; |
| • | transfer agent and custody fees and expenses; |
| • | amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; |
| • | brokerage fees and commissions; |
| • | registration fees; |
| • | listing fees; |
| • | taxes; |
| • | independent directors’ fees and expenses; |
| • | costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws; |
| • | the costs of any reports, proxy statements or other notices to our stockholders, including printing costs; |
| • | costs of holding stockholder meetings; |
| • | our fidelity bond; |
| • | directors and officers/errors and omissions liability insurance and any other insurance premiums; |
| • | litigation, indemnification and other non-recurring or extraordinary expenses; |
| • | direct costs and expenses of administration and operation, including audit and legal costs; |
| • | fees and expenses associated with marketing efforts, including deal sourcing and marketing to financial sponsors; |
| • | dues, fees and charges of any trade association of which we are a member; and |
| • | all other expenses reasonably incurred by us or WhiteHorse Administration in connection with administering our business, including rent and our allocable portion of the costs and expenses of our chief financial officer and chief compliance officer along with their respective staffs. |
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
Subsequent to March 31, 2020, market disruptions caused by the COVID-19 pandemic have continued to adversely affect the business operations of some, if not all, of our portfolio companies and have adversely affected, and may continue to adversely affect, our operations and the operations of our investment adviser. While we are closely monitoring this situation, we cannot predict the impact of COVID-19 on our future financial condition, results of operations or cash flows with any level of certainty. However, we do expect that the COVID-19 pandemic will have a material adverse impact on our future net investment income, the fair value of our portfolio investments, and the results of operations and financial condition of our portfolio companies. For more information, see “COVID-19 Developments” above.
Consolidated Results of Operations
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, quarterly comparisons of net increases in net assets resulting from operations may not be meaningful.
Investment Income
Investment income for the three months ended March 31, 2020 totaled $14.5 million, and was primarily attributable to interest, dividends and fees earned from investments in portfolio companies. This compares to investment income for the three months ended March 31, 2019 of $15.9 million. Investment income decreased primarily as a result of a decrease in non-recurring fee income, increase in non-accrual loans, as well as the decrease in LIBOR from March 31, 2019 to March 31, 2020, as discussed above under “COVID-19 Developments”. Investment income for the three months ended March 31, 2020 and 2019 included $0.3 million and $1.0 million of non-recurring fee income, respectively. We expect to generate some level of non-recurring fee income during most quarters from prepayments, amendments and other sources.
Operating Expenses
Expenses, net of any fees waived and excluding excise tax, totaled $8.3 million and $8.1 million for the three months ended March 31, 2020 and 2019, respectively.
Interest expense totaled $3.7 million and $3.1 million for the three months ended March 31, 2020 and 2019, respectively. The increase was primarily due to higher borrowing base, partially offset by interest rates resulting from a decrease in LIBOR.
Base management fees (net of fees waived, if any) totaled $3.1 million and $2.4 million for the three months ended March 31, 2020 and 2019, respectively. For the three months ended March 31, 2020, there were no base management fees waived. For the three months ended March 31, 2019, WhiteHorse Advisers waived approximately $0.2 million in base management fees.
Performance-based incentive fees totaled $0.4 million and $1.8 million for the three months ended March 31, 2020 and 2019, respectively. The decrease in performance-based incentive fees was mainly attributable to a decrease in pre-incentive fee net investment income as well as a $0.6 million reversal of the previously accrued (but not yet payable) capital gains incentive fee component, which was driven by losses recognized in the portfolio in the current period.
Administrative service fees for the three months ended March 31, 2020 and 2019 totaled $0.2 million and $0.2 million, respectively.
General and administrative expenses were $0.9 million and $0.7 million for the three months ended March 31, 2020 and 2019, respectively.
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.
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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. For the three months ended March 31, 2020 and 2019, we accrued a net excise tax expense of $0.2 million and $0.2 million, respectively, for U.S. federal excise tax.
Net Realized and Unrealized Gains (Losses) on Investments
For the three months ended March 31, 2020, we incurred a net realized gains on investments of $0.5 million, which was driven by sales of portions of our positions in Fluent, LLC and Vero Parent, Inc. For the three months ended March 31, 2019, we incurred a net realized loss of approximately $2.0 million, which was driven by the sale of our remaining position in Outcome Health.
For the three months ended March 31, 2020 and 2019, we recorded net unrealized depreciation of $28.2 million and net appreciation of $1.4 million, respectively. Unrealized appreciation and depreciation generally arise from credit-related adjustments and the reversal of unrealized depreciation or appreciation due to repayments or disposals. Unrealized depreciation during the three months ended March 31, 2020 was primarily attributable to fair value decreases as a result of the COVID-19 pandemic, see “COVID-19 Developments” section above. Unrealized appreciation during the three months ended March 31, 2019 was primarily attributable to fair value increases in Grupo HIMA San Pablo, Inc., Fluent, LLC as well as the reversal of prior unrealized depreciation upon the sale of our remaining investment in Outcome Health. This was partially offset by a $0.5 million fair value decrease in our investment in RCS Creditor Trust Class B Units and a $0.5 million reversal of prior unrealized appreciation upon the full repayment of our investment in Caelus Energy Alaska O3, LLC.
Financial Condition, 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.
Our operating activities provided cash and cash equivalents of $15.5 million during the three months ended March 31, 2020, primarily from the net proceeds received from realizations and repayments on our investments as well as cash provided from the net change in working capital. Our financing activities used cash and cash equivalents of $14.9 million during the three months ended March 31, 2020, primarily due to repayments on the credit facility and the payment of distributions to stockholders.
Our operating activities provided cash and cash equivalents of $10.5 million during the three months ended March 31, 2019, primarily from the net proceeds received from realizations and repayments on our investments as well as cash provided from the net change in working capital. Our financing activities used cash and cash equivalents of $7.3 million during the three months ended March 31, 2019, primarily due to the payment of distributions to stockholders.
As of March 31, 2020, we had cash and cash equivalent resources of $28.1 million, including $11.6 million of restricted cash. As of the same date, we had approximately $19.1 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.
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As of December 31, 2019, we had cash and cash equivalent resources of $27.5 million, including $23.2 million of restricted cash. As of the same date, we had $11.1 million undrawn under the Credit Facility based on the collateral and portfolio quality requirements stipulated in the related credit and security 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 rate based on the LIBOR or an equivalent risk-free index rate and have a term of three to six years. STRS JV was formed as a Delaware limited liability company 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 March 31, 2020, STRS JV had total assets of $126.4 million. STRS JV’s portfolio consisted of debt investments in 14 portfolio companies as of March 31, 2020. As of March 31, 2020, the five largest investments in portfolio companies in STRS JV’s portfolio totaled $57.1 million. STRS JV invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to STRS JV in the form of limited liability company, or LLC equity interests and subordinated notes. As of March 31, 2020, we and STRS Ohio owned 60% and 40%, respectively, of the LLC equity interests of STRS JV. Our investment in STRS JV consisted of equity contributions and subordinated note advances of $9.1 million and $36.5 million as of March 31, 2020, respectively. As of the same date, we had commitments to fund equity interests and subordinated notes in STRS JV of $15 million and $60 million, of which $5.9 million and $23.5 million was unfunded, respectively. 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 March 31, 2020:
| Total investments(1) | $ | 122,979 | ||
| Weighted average effective yield on total portfolio(2) | 7.8 | % | ||
| Number of portfolio companies in STRS JV | 14 | |||
| Largest portfolio company investment(1) | $ | 13,257 | ||
| Total of five largest portfolio company investments (1) | $ | 57,124 |
| (1) | At fair value. |
| (2) | Weighted average effective yield is computed by dividing (a) annualized interest income (including interest income resulting from the amortization of fees and discounts) by (b) the weighted average cost of investment. |
Investments consisted of the following:
| March 31, 2020 | ||||||||
| Amortized Cost | Fair Value | |||||||
| First lien secured loans | $ | 130,222 | 122,979 | |||||
| Total | $ | 130,222 | 122,979 | |||||
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The following table shows the portfolio composition by industry grouping at fair value:
| March 31, 2020 | ||||||||
| Advertising | $ | 9,339 | 7.6 | % | ||||
| Construction & Engineering | 11,565 | 9.4 | ||||||
| Data Processing & Outsourced Services | 9,494 | 7.7 | ||||||
| Diversified Support Services | 9,567 | 7.8 | ||||||
| Environmental & Facilities Services | 5,014 | 4.1 | ||||||
| Health Care Services | 12,917 | 10.5 | ||||||
| Industrial Machinery | 9,193 | 7.5 | ||||||
| Insurance Brokers | 9,891 | 8.0 | ||||||
| Internet & Direct Marketing Retail | 13,257 | 10.8 | ||||||
| Packaged Foods & Meats | 19,467 | 15.8 | ||||||
| Personal Products | 5,255 | 4.3 | ||||||
| Systems Software | 8,020 | 6.5 | ||||||
| Total | $ | 122,979 | 100.00 | % | ||||
See Note 4 to our consolidated financial statements for further discussion on STRS JV’s portfolio and selected balance sheet information as of March 31, 2020 and selected statement of operations information for the three months ended March 31, 2020.
Credit Facility
On December 23, 2015, our wholly owned subsidiary WhiteHorse Finance Credit I, LLC, or WhiteHorse Credit, entered into the $200 million Credit Facility with the Lender. On June 27, 2016, the Credit Facility was amended and restated to clarify certain terms. On June 29, 2017, the Credit Facility was again amended and restated to, among other things, (i) extend the maturity date to December 29, 2021, (ii) increase the amount contained within the accordion feature which allows for the expansion of the borrowing limit from $220 million to $235 million and (iii) reduce the interest rate spread applicable on outstanding borrowings to 2.75%. On May 15, 2018, the terms of the Credit Facility were again amended and restated to, among other things, permit the financing of certain assets to be held by WhiteHorse Finance (CA), LLC, or WhiteHorse California, a wholly owned subsidiary of WhiteHorse Credit. On November 19, 2018, we entered into an amendment, which, among other things, allows for an increase in the advance rate and a temporary reduction, through August 19, 2019, in the required minimum outstanding borrowings under the Credit Facility.
On November 22, 2019, the terms of the Credit Facility were again amended and restated to, among other things, (i) extend the maturity date from December 29, 2021 to November 22, 2024; (ii) increase the size of the facility from $200 million to $250 million with an additional $100 million accordion feature, which allows for the expansion of the borrowing limit, exercisable in increments of at least $35 million, or the Commitment; (iii) reduce the interest rate spread applicable on outstanding borrowings from 2.75% to 2.50%; (iv) change the minimum borrowing amount from 77.5% to 70.0% of the Commitment; (v) increase the advance rate from 57% to 60%; and (vi) extend the non-call period from October 29, 2019 to November 22, 2021.
As of March 31, 2020, there was $230.9 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $19.1 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 $458.9 million as of March 31, 2020.
As of December 31, 2019, there was $238.9 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $11.1 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 $394.9 million as of December 31, 2019.
The Credit Facility provides for borrowings in an aggregate principal amount up to $250 million with an accordion feature which allows for the expansion of the borrowing limit up to $350 million, subject to consent from the Lender and other customary conditions. The required minimum outstanding borrowings under the Credit Facility are $175 million, unless the accordion feature is exercised, at which time the required minimum outstanding borrowings will be $245 million.
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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 - a borrowing base test and 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 and related documentation. To meet the borrowing base test, this ratio must be less than or equal to 50%, as set forth in the credit agreement and related documentation. To meet the market value test, the value of WhiteHorse Credit’s portfolio investments must exceed a minimum of 165% of the aggregate outstanding amount of all Lender advances as set forth in the credit agreement and related documentation.
Advances under the Credit Facility are based on the three-month LIBOR plus an annual spread of 2.50%. Interest is payable quarterly in arrears. WhiteHorse Credit is required to pay a non-usage fee which accrues at 1.00% per annum (or 0.60% per annum with respect to any date in which the aggregated amount of outstanding borrowings is greater than 70.0% of the total commitments), 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, 2024.
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 credit 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 credit 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 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.
Private Notes
On July 13, 2018, we entered into an agreement, or the Note Purchase Agreement, to sell in a private offering $30 million of aggregate principal amount of unsecured notes, or the Private Notes, to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the Private 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 Private Notes cease to have an investment grade rating. The Private 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 Private 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.
2025 Notes
On November 13, 2018, we completed a public offering of $35.0 million of aggregate principal amount of unsecured notes due 2025, or the 2025 Notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under our revolving credit facility. Interest on the 2025 Notes is paid quarterly on February 28, May 31, August 31 and November 30 each year, at a fixed, annual rate of 6.50%. The 2025 Notes will mature on November 30, 2025 and may be redeemed in whole or in part at any time, or from time to time, at our option on or after November 30, 2021. The 2025 Notes will rank equally in right of payment with our other outstanding and future unsecured, unsubordinated indebtedness, including the Private Notes. The 2025 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. The 2025 Notes are listed on the Nasdaq Global Select Market under the trading symbol “WHFBZ.”
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Portfolio Investments and Yield
As of March 31, 2020, our investment portfolio consisted primarily of senior secured loans across 65 positions in 52 companies with an aggregate fair value of $557.1 million. As of that date, 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 the single fixed-rate loan investment representing 0.0% based on fair value. As of March 31, 2020, our portfolio had an average investment size of $8.2 million based on fair value (average debt investment size of $9.3 million), with investment sizes ranging from $0.0 million to $24.3 million and a weighted average effective yield of 9.1% (and a weighted average effective yield on income-producing debt investments of 9.9%).
As of December 31, 2019, our investment portfolio consisted primarily of senior secured loans across 66 positions in 51 companies with an aggregate fair value of $589.7 million. As of that date, 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 the single fixed-rate loan investment representing 0% based on fair value. As of December 31, 2019, our portfolio had an average investment size of $8.7 million (average debt investment size of $10.2 million), with investment sizes ranging from zero to $26.3 million and a weighted average effective yield of 9.9% (and a weighted average effective yield on income-producing debt investments of 10.4%).
For the three months ended March 31, 2020, we invested $27.6 million in new and existing portfolio companies, offset by repayments and sales of $33.5 million. Proceeds from sales totaled $21.0 million while repayments included $3.1 million of scheduled repayments and $9.4 million of unscheduled repayments.
For the three months ended March 31, 2019, we invested $49.7 million in new and existing portfolio companies, offset by repayments and sales of $52.3 million. Proceeds from sales totaled $5.5 million while repayments included $2.3 million of scheduled repayments and $44.5 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:
| • | frequent discussions with management and sponsors, including board observation rights where possible; |
| • | comparing/analyzing financial performance to the portfolio company’s business plan, as well as our internal projections developed at underwriting; |
| • | tracking portfolio company compliance with covenants as well as other metrics identified at initial investment stage, such as acquisitions, divestitures, product development and specified management hires; and |
| • | periodic review by the investment committee of each asset in the portfolio and more rigorous monitoring of “watch list” positions. |
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 | March 31, 2020 | December 31, 2019 | ||||||||||||||
|
Performance Rating |
Investments at Fair Value (Dollars in Millions) |
Percentage of Total Portfolio |
Investments at Fair Value (Dollars in Millions) |
Percentage of Total Portfolio |
||||||||||||
| 1 | $ | 12.6 | 2.2 | % | $ | 13.4 | 2.3 | % | ||||||||
| 2 | 363.6 | 65.3 | 491.4 | 83.3 | ||||||||||||
| 3 | 174.3 | 31.3 | 77.2 | 13.1 | ||||||||||||
| 4 | - | - | - | - | ||||||||||||
| 5 | 6.6 | 1.2 | 7.7 | 1.3- | ||||||||||||
| Total Portfolio | $ | 557.1 | 100.0 | % | $ | 589.7 | 100.0 | % | ||||||||
During the three months ended March 31, 2020, twelve investments moved from a rating of 2 to a rating of 3, largely due to the economic impact of the COVID-19 pandemic, see “COVID-19 Developments” section in Note 8 to our consolidated financial statements.
Inflation
Inflation has not had a significant effect on our results of operations in any of the reporting periods presented in our consolidated financial statements. However, from time to time, inflation may impact the operating results of our portfolio companies.
Off-Balance Sheet Arrangements
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 March 31, 2020 and December 31, 2019, we had commitments to fund approximately $8.7 million and $9.1 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.
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 both three months ended March 31, 2020 and March 31, 2019, we declared to stockholders distributions of $0.355 per share, for total distributions of $7.3 million.
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.
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 three months ended March 31, 2020, we estimate that distributions to stockholders included $7.3 million of ordinary income, for tax purposes, based on earnings for the fiscal year ended December 31, 2019 and current earnings for the three months ended March 31, 2020. The specific tax characteristics of the distribution will be reported to stockholders on or after the end of the calendar year 2019 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.
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We have adopted an “opt out” distribution reinvestment plan 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 distribution reinvestment plan. 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 distribution reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
Contractual Obligations
A summary of our significant contractual payment obligations as of March 31, 2020 is as follows:
| Payments Due by Period (Dollars in millions) | ||||||||||||||||||||
| Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | ||||||||||||||||
| Credit Facility | $ | 230.9 | $ | - | $ | - | $ | 230.9 | $ | |||||||||||
| Private Notes | 30.0 | - | - | 30.0 | - | |||||||||||||||
| 2025 Notes | 35.0 | - | - | - | 35.0 | |||||||||||||||
| Total contractual obligations | $ | 295.9 | $ | - | $ | - | $ | 260.9 | $ | 35.0 | ||||||||||
As of March 31, 2020, we had $19.1 million of unused borrowing capacity under the Credit Facility.
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% 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.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
| • | WhiteHorse Advisers manages our day-to-day operations and provides investment management services to us pursuant to the Investment Advisory Agreement. |
| • | WhiteHorse Administration and certain of its affiliates provide us with the office facilities and administrative services, including access to the resources necessary for us to perform our obligations towards certain portfolio companies, pursuant to the Administration Agreement. |
| • | We have entered into a license agreement with an affiliate of H.I.G. Capital pursuant to which we have been granted a non-exclusive, royalty-free license to use the “WhiteHorse” name. |
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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 Policies
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 policies.
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 and WhiteHorse Finance Warehouse, LLC, or WhiteHorse Warehouse, which are investment companies for accounting purposes. As such, we have consolidated the accounts of WhiteHorse Credit and WhiteHorse Warehouse 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.
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.
Our board of directors 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. Our board of directors 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 our board of directors 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, our board of directors 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.
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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 board of directors undertakes a multi-step valuation process each quarter, as described below:
| • | Our quarterly valuation process begins with each portfolio company or investment being initially valued by investment professionals of our investment adviser responsible for credit monitoring in accordance with our valuation procedures. |
| • | Preliminary valuation conclusions are then documented and discussed with our investment committee and our investment adviser. |
| • | The audit committee of the board of directors reviews these preliminary valuations, and on a quarterly basis, reviews the bases of the valuations by our investment adviser and the independent valuation firms. |
| • | At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm. |
| • | The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith. |
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:
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.
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.
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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.
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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 that resets quarterly to the applicable LIBOR. 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 March 31, 2020 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).
| Basis Point Increase(Decrease) |
Increase(Decrease) in Interest Income |
Increase(Decrease) in Interest Expense |
Net Increase(Decrease) |
|||||||||
| (100) | $ | (2,272 | ) | $ | (2,309) | $ | 37 | |||||
| 100 | 5,971 | 2,309 | 3,662 | |||||||||
| 200 | 11,765 | 4,617 | 7,148 | |||||||||
| 300 | 17,560 | 6,926 | 10,634 | |||||||||
| 400 | 23,355 | 9,235 | 14,120 | |||||||||
| 500 | 29,149 | 11,543 | 17,606 | |||||||||
As of March 31, 2020, 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, 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 annual report on Form 10-K for the year ended December 31, 2019.
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 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.
In addition, the COVID-19 pandemic has resulted in a decrease in LIBOR and a general reduction of certain interest rates by the U.S. Federal Reserve and other central banks. A continued decline in interest rates, including LIBOR, could result in a reduction of our gross investment income. In addition, our net investment income could also decline if such decreases in LIBOR are not offset by, among other things, a corresponding increase in the spread over LIBOR in our portfolio investments, a decrease in our operating expenses or a decrease in the interest rates of our liabilities that are tied to LIBOR. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Developments.”
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.
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Part II. Other Information
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 proceedings.
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 annual report on Form 10-K for the year ended December 31, 2019, 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 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 the Credit Facility, Private Notes and 2025 Notes and, from time to time, 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.
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 NAV 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 March 31, 2020, our total outstanding indebtedness was $295.9 million and our asset coverage was 196.2%.
The amount of leverage that we employ will depend on WhiteHorse Advisers’s 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 the Credit Facility, the Private Notes and the 2025 Notes or obtain other credit at all or on terms acceptable to us.
In addition, the terms governing the Credit Facility and the Private Notes and the 2025 Notes 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.
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The Note Purchase Agreement governing the Private Notes contains additional 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. The Note Purchase Agreement also contains 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.
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 it, and we may not be able to refinance such arrangements on terms acceptable to us, or at all.
At the Company’s annual meeting of stockholders held on August 1, 2018, the Company’s stockholders approved the reduced asset coverage requirements applicable to senior securities from 200% to 150%, effective on August 2, 2018, 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).
The following table illustrates the effect of leverage on returns from an investment in our common stock as of March 31, 2020, assuming that we employ leverage such that our asset coverage equals (1) our actual asset coverage as of March 31, 2020 and (2) 150%, each at various annual returns, net of expenses and as of March 31, 2020. 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 as of March 31, 2020 (1) | (20.8 | )% | (11.0 | )% | (1.2 | )% | 8.6 | % | 18.4 | % | ||||||||||
| Corresponding return to common stockholder assuming 150% asset coverage (2) | (42.9 | )% | (26.3 | )% | (9.7 | )% | 7.0 | % | 23.6 | % | ||||||||||
| (1) | Assumes $591.9 million in total assets, $295.9 million in debt outstanding and $284.7 million in net assets as of March 31, 2020, and an average cost of funds of 4.3%, which is our weighted average borrowing cost as of March 31, 2020. |
| (2) | Assumes $981.4 million in total assets, $569.4 million in debt outstanding and $284.7 million in net assets as of March 31, 2020, and an average cost of funds of 4.0%, which would be our weighted average borrowing cost assuming 150% asset coverage as of March 31, 2020. |
Based on our outstanding indebtedness of $295.9 million as of March 31, 2020 and an average cost of funds of 3.8%, 6.0% and 6.5%, which were the effective annualized interest rates of the Credit Facility, Private Notes and 2025 Notes, respectively, as of that date, our investment portfolio must experience an annual return of at least 2.3% to cover annual interest payments on our outstanding indebtedness.
Based on our outstanding indebtedness of $569.4 million on an assumed 150% asset coverage ratio and an average cost of funds of 3.8%, 6.0% and 6.5%, which were the effective annualized interest rates of the Credit Facility, Private Notes and 2025 Notes, respectively, as of that date, our investment portfolio must experience an annual return of at least 2.9% to cover annual interest payments on our outstanding indebtedness.
Global capital markets could enter a period of severe disruption and instability due to future recessions, political instability, geopolitical turmoil and foreign hostilities, and disease pandemics and other serious health events. These market conditions have historically had and could again have a materially adverse effect on debt and equity capital markets in the United States, which could have a materially adverse impact on our business, financial condition and results of operations.
The U.S. and global capital markets have, from time to time, experienced periods of disruption characterized by the freezing of available credit, a lack of liquidity in the debt capital markets, significant losses in the principal value of investments, the re-pricing of credit risk in the broadly syndicated credit market, the failure of major financial institutions and general volatility in the financial markets. During these periods of disruption, general economic conditions deteriorated with material and adverse consequences for the broader financial and credit markets, and the availability of debt and equity capital for the market as a whole, and financial services firms in particular, was reduced significantly. These conditions may reoccur for a prolonged period of time or materially worsen in the future. In addition, continuing uncertainty arising from the United Kingdom’s decision to leave the European Union (commonly known as “Brexit”) could lead to further market disruptions and currency volatility, potentially weakening consumer, corporate and financial confidence and resulting in lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Furthermore, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused disruptions in the global markets, including markets in which we participate, and we cannot assure you that these market conditions will not continue or worsen in the future. We may in the future have difficulty accessing debt and equity capital markets, and a severe disruption in the global financial markets, deterioration in credit and financing conditions or uncertainty regarding U.S. government spending and deficit levels, Brexit or other global economic and political conditions, including future recessions, political instability, geopolitical turmoil and foreign hostilities, and disease, pandemics and other serious health events, could have a material adverse effect on our business, financial condition and results of operations.
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In December 2019, COVID-19 was first detected in the city of Wuhan in the Hubei province of China. The spread of COVID-19 has resulted in governmental orders imposing travel restrictions and prolonged closures of many corporate offices, retail stores, manufacturing facilities, factories and other common places of public congregation around the world, which has materially disrupted the demand for our portfolio companies’ products and services and is making it more difficult for our portfolio companies to conduct their businesses. In addition, supply chains worldwide have been interrupted, slowed, or rendered inoperable as a result of the COVID-19 pandemic, and an increasing number of individuals are becoming ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Governmental mandates to control the outbreak have resulted in forced shutdowns of our portfolio companies’ facilities for extended periods. These prolonged disruptions in the business of our portfolio companies, including disruptions in their supply chains, have adversely affected their ability to obtain the necessary raw materials or components to make their products and caused a decline in the demand for their products or services. This may require, or in some cases already has required, our portfolio companies to furlough or lay off employees, terminate relationships with service providers or otherwise significantly curtail their standard business operations, which would likely cause, or already has caused, a negative impact on their operating results.
The global impact of the COVID-19 outbreak continues to evolve and is adversely affecting our operations and the operations of our portfolio companies. The COVID-19 pandemic has resulted in, and will continue to result in, among other things, the following: (i) increased draws by borrowers on revolving lines of credit; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iii) volatility and disruption of markets including greater volatility in pricing and spreads, difficulty in valuing loans during periods of increased volatility, and liquidity issues; (iv) reduction in certain interest rates by the U.S. Federal Reserve and other central banks and decreased LIBOR; and (v) unfavorable economic conditions that would be expected to increase borrowers’ funding costs, limit borrowers’ access to the capital markets or result in a decision by lenders not to extend credit to borrowers. These factors are limiting our portfolio companies’ access to capital in a time of great economic distress. While government authorities are rapidly introducing creative proposals to address the needs of businesses, such actions may not adequately address the problems facing our portfolio companies.
The outbreak is likely to have a continued adverse impact on economic and market conditions and may trigger a prolonged period of global economic slowdown. The full impact on global markets from COVID-19 is difficult to predict, and the degree to which COVID-19 will continue to negatively affect our operating results or the duration of any potential business disruption remains uncertain. In addition, the financial conditions and results of operations presented in this report, including our financial statements, reflect our financial position as of March 31, 2020, and may not be indicative of the full fiscal year as we expect the adverse effects of COVID-19 to be more pronounced in future periods. The full negative impact of COVID-19 on our business and results of operations will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to reduce the spread of the virus, all of which are beyond our control. These future events, while unpredictable, will likely adversely affect our operating results and the operating results of our portfolio companies.
We are currently operating in a period of capital markets disruption and economic uncertainty.
The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a prolonged period of world-wide economic downturn. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. Such disruptions are adversely affecting our business, financial condition, results of operations and cash flows, and future market disruptions and/or illiquidity will continue to negatively impact us. These unfavorable economic conditions are also increasing our funding costs and limiting our access to the capital markets, and may result in a decision by lenders not to extend credit to us in the future. These events have limited and will continue to limit our investment originations, limit our ability to grow and negatively impact our operating results and the fair values of our debt and equity investments.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
EXHIBIT INDEX
* Filed herewith
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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.
| WhiteHorse Finance, Inc. | ||
| Dated: May 11, 2020 | By | /s/ Stuart Aronson |
| Stuart Aronson | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: May 11, 2020 | By | /s/ Joyson C. Thomas |
| Joyson C. Thomas | ||
| Chief Financial Officer | ||
| (Principal Accounting and Financial Officer) | ||
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Stuart Aronson, Chief Executive Officer of WhiteHorse Finance, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of WhiteHorse Finance, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 11, 2020
| By: | /s/ Stuart Aronson | |
| Stuart Aronson | ||
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Joyson C. Thomas, Chief Financial Officer of WhiteHorse Finance, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of WhiteHorse Finance, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 11, 2020
| By: | /s/ Joyson C. Thomas | |
| Joyson C. Thomas | ||
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
In connection with this Report on Form 10-Q for the three months ended March 31, 2020 (the “Report”) of WhiteHorse Finance, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Stuart Aronson, Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| /s/ Stuart Aronson | |
| Stuart Aronson | |
| Chief Executive Officer | |
| May 11, 2020 |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
In connection with this Report on Form 10-Q for the three months ended March 31, 2020 (the “Report”) of WhiteHorse Finance, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Joyson C. Thomas, Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| /s/ Joyson C. Thomas | |
| Joyson C. Thomas | |
| Chief Financial Officer | |
| May 11, 2020 |