Item 1. Financial Statements
Item 1. Financial Statements
WhiteHorse Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
March 31, 2022
December 31, 2021
(Unaudited)
Assets
Investments, at fair value
Non-controlled/non-affiliate company investments
$
686,253
$
736,727
Non-controlled affiliate company investments
13,342
6,874
Controlled affiliate company investments
100,776
75,607
Total investments, at fair value (amortized cost $798,251 and $831,960, respectively)
800,371
819,208
Cash and cash equivalents
2,454
12,185
Restricted cash and cash equivalents
18,262
9,814
Restricted foreign currency (cost of $550 and $464, respectively)
556
469
Interest and dividend receivable
6,767
7,521
Amounts receivable on unsettled investment transactions
7,916
—
Escrow receivable
1,309
515
Prepaid expenses and other receivables
879
1,307
Receivable for common stock issued
247
—
Total assets
$
838,761
$
851,019
Liabilities
Debt
$
467,857
$
475,958
Distributions payable
8,234
8,222
Management fees payable
3,952
3,766
Incentive fees payable
5,445
7,958
Interest payable
3,548
2,087
Accounts payable and accrued expenses
1,136
2,438
Advances received from unfunded credit facilities
666
839
Unrealized depreciation on foreign currency forward contracts
4
—
Total liabilities
490,842
501,268
Commitments and contingencies (See Note 8)
Net assets
Common stock, 23,211,413 and 23,162,667 shares issued and outstanding, par value $0.001 per share, respectively, and 100,000,000 shares authorized
23
23
Paid-in capital in excess of par
339,856
339,161
Accumulated earnings
8,040
10,567
Total net assets
347,919
349,751
Total liabilities and total net assets
$
838,761
$
851,019
Number of shares outstanding
23,211,413
23,162,667
Net asset value per share
$
14.99
$
15.10
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,
2022
2021
Investment income
From non-controlled/non-affiliate company investments
Interest income
$
16,741
$
14,812
Fee income
462
771
Dividend income
89
44
From non-controlled affiliate company investments
Interest income
60
—
Dividend income
131
250
From controlled affiliate company investments
Interest income
1,127
719
Dividend income
1,424
1,374
Total investment income
20,034
17,970
Expenses
Interest expense
4,774
3,802
Base management fees
3,952
3,344
Performance-based incentive fees
1,427
2,042
Administrative service fees
171
171
General and administrative expenses
947
821
Total expenses
11,271
10,180
Net investment income before excise tax
8,763
7,790
Excise tax
224
190
Net investment income after excise tax
8,539
7,600
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses)
Non-controlled/non-affiliate company investments
(18,184)
8,160
Non-controlled affiliate company investments
—
—
Foreign currency transactions
(281)
1
Foreign currency forward contracts
—
—
Net realized gains (losses)
(18,465)
8,161
Net change in unrealized appreciation (depreciation)
Non-controlled/non-affiliate company investments
17,117
(6,975)
Non-controlled affiliate company investments
(1,621)
(434)
Controlled affiliate company investments
169
(120)
Translation of assets and liabilities in foreign currencies
(28)
(62)
Foreign currency forward contracts
(4)
(1)
Net change in unrealized appreciation (depreciation)
15,633
(7,592)
Net realized and unrealized gains (losses) on investments and foreign currency transactions
(2,832)
569
Net increase in net assets resulting from operations
$
5,707
$
8,169
Per Common Share Data
Basic and diluted earnings per common share
$
0.25
$
0.40
Dividends and distributions declared per common share
$
0.36
$
0.36
Basic and diluted weighted average common shares outstanding
23,190,656
20,551,565
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
Shares
Par amount
Paid-in Capital in Excess of Par
Accumulated Underdistributed/ (Overdistributed) Earnings
Total Net Assets
Balance at December 31, 2021
23,162,667
$
23
$
339,161
$
10,567
$
349,751
Stock issued in connection with at-the-market offering
16,678
—
197
—
197
Stock issued in connection with distribution reinvestment plan
32,068
—
498
—
498
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
8,539
8,539
Net realized gains (losses) on investments
—
—
—
(18,465)
(18,465)
Net change in unrealized appreciation (depreciation) on investments
—
—
—
15,633
15,633
Distributions declared
—
—
—
(8,234)
(8,234)
Balance at March 31, 2022
23,211,413
$
23
$
339,856
$
8,040
$
347,919
Common Stock
Shares
Par amount
Paid-in Capital in Excess of Par
Accumulated Underdistributed/ (Overdistributed) Earnings
Total Net Assets
Balance at December 31, 2020
20,546,032
$
21
$
300,002
$
12,874
$
312,897
Stock issued in connection with at-the-market offering
37,803
—
590
—
590
Stock issued in connection with distribution reinvestment plan
—
—
—
—
—
Net increase in net assets resulting from operations:
Net investment income after excise tax
—
—
—
7,600
7,600
Net realized gains (losses) on investments
—
—
—
8,161
8,161
Net change in unrealized appreciation (depreciation) on investments
—
—
—
(7,592)
(7,592)
Distributions declared
—
—
—
(7,307)
(7,307)
Balance at March 31, 2021
20,583,835
$
21
$
300,592
$
13,736
$
314,349
See notes to the consolidated financial statements
5
WhiteHorse Finance, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three months ended March 31,
2022
2021
Cash flows from operating activities
Net increase in net assets resulting from operations
$
5,707
$
8,169
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) operating activities:
Paid-in-kind income
(532)
(494)
Net realized (gains) losses on investments
18,184
(8,160)
Net unrealized depreciation (appreciation) on investments
(15,665)
7,529
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies
28
62
Net unrealized (appreciation) depreciation on foreign currency forward contracts
4
1
Accretion of discount
(1,345)
(2,561)
Amortization of deferred financing costs
367
329
Acquisition of investments
(103,590)
(72,388)
Proceeds from principal payments and sales of portfolio investments
63,330
125,200
Proceeds from sales of portfolio investments to STRS JV
57,661
24,623
Net changes in operating assets and liabilities:
Interest and dividend receivable
754
(815)
Escrow receivable
—
(1,939)
Prepaid expenses and other receivables
428
(71)
Amounts receivable on unsettled investment transactions
(7,916)
(13,902)
Amounts payable on unsettled investment transactions
—
(497)
Management fees payable
186
(9)
Incentive fees payable
(2,513)
375
Accounts payable and accrued expenses
(1,301)
191
Interest payable
1,461
379
Advances received from unfunded credit facilities
(173)
(15)
Net cash provided by operating activities
15,075
66,007
Cash flows from financing activities
Proceeds from issuance of common stock, net of offering costs
(50)
582
Borrowings
49,997
35,049
Repayments of debt
(58,200)
(85,801)
Deferred financing costs
(582)
(20)
Distributions paid to common stockholders, net of distributions reinvested
(7,724)
(7,294)
Net cash used in financing activities
(16,559)
(57,484)
Effect of exchange rate changes on cash
288
5
Net change in cash, cash equivalents and restricted cash
(1,196)
8,528
Cash, cash equivalents and restricted cash at beginning of period
22,468
15,946
Cash, cash equivalents and restricted cash at end of period
$
21,272
$
24,474
Supplemental and non-cash disclosure of cash flow information:
Interest paid
$
2,947
$
2,651
Distributions reinvested
498
—
Value of shares issued pursuant to the ATM Program
247
8
Non-cash exchanges of investments
25,000
4,320
See notes to the consolidated financial statements
6
WhiteHorse Finance, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of assets and liabilities that sum to the total of the same amounts presented in the consolidated statements of cash flows:
As of March 31,
2022
2021
Cash and cash equivalents
$
2,454
$
7,701
Restricted cash and cash equivalents
18,262
16,342
Restricted foreign currency
556
431
Total cash, cash equivalents and restricted cash presented in consolidated statements of cash flows
$
21,272
$
24,474
See notes to the consolidated financial statements
7
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
Issuer
Investment Type (1)
Floor
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
Asset Management & Custody Banks
JZ Capital Partners Ltd. (4)(5)
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
01/26/22
01/26/27
10,286
$
10,087
$
10,087
2.90
%
JZ Capital Partners Ltd. (4)(5)(7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.00%
8.00%
01/26/22
01/26/27
—
—
—
—
10,087
10,087
2.90
Air Freight & Logistics
Access USA Shipping, LLC (d/b/a MyUS.com)
First Lien Secured Term Loan
1.50%
L+ 8.00%
9.50%
02/08/19
02/08/24
4,864
4,837
4,864
1.40
Motivational Marketing, LLC (d/b/a Motivational Fulfillment)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
07/12/21
07/12/26
11,461
11,265
11,347
3.26
Motivational Marketing, LLC (d/b/a Motivational Fulfillment) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
07/12/21
07/12/26
—
—
8
—
16,102
16,219
4.66
Application Software
Atlas Purchaser, Inc. (d/b/a Aspect Software)
Second Lien Secured Term Loan
0.75%
L+ 9.00%
9.75%
05/03/21
05/07/29
15,000
14,600
14,850
4.26
Education Networks of America, Inc.
First Lien Secured Term Loan
1.00%
L+ 5.50%
6.50%
11/30/21
10/27/26
4,680
4,483
4,680
1.35
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.01%
06/14/19
12/29/22
3,205
3,191
3,205
0.92
Naviga Inc. (f/k/a Newscycle Solutions, Inc.) (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00%
06/14/19
12/29/22
169
168
169
0.05
22,442
22,904
6.58
Automotive Retail
Team Car Care Holdings, LLC (Heartland Auto) (12)
First Lien Secured Term Loan
1.00%
Base rate+ 7.98%
9.02%
02/16/18
06/28/24
15,055
14,973
14,980
4.31
14,973
14,980
4.31
Broadcasting
Coastal Television Broadcasting Group LLC
First Lien Secured Term Loan
1.00%
SF+ 6.50%
7.50%
12/30/21
12/30/26
8,191
8,035
8,035
2.31
Coastal Television Broadcasting Group LLC (7)
First Lien Secured Revolving Loan
1.00%
SF+ 6.50%
7.50%
12/30/21
12/30/26
—
—
—
—
8,035
8,035
2.31
Building Products
PFB Holdco, Inc. (d/b/a PFB Corporation) (13)
First Lien Secured Term Loan
1.00%
C+ 6.50%
7.50%
12/17/21
12/17/26
9,004
6,911
7,069
2.02
PFB Holdco, Inc. (d/b/a PFB Corporation) (7)(13)
First Lien Secured Revolving Loan
1.00%
C+ 6.50%
7.50%
12/17/21
12/17/26
—
—
—
—
PFB Holdco, Inc. (d/b/a PFB Corporation)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/17/21
12/17/26
2,193
2,151
2,151
0.62
PFB Holdco, Inc. (d/b/a PFB Corporation) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
12/17/21
12/17/26
—
—
—
—
Trimlite Buyer LLC (d/b/a Trimlite LLC) (5)(13)
First Lien Secured Term Loan
1.00%
C+ 6.50%
7.71%
07/27/21
07/27/26
22,833
17,881
18,249
5.25
Trimlite Buyer LLC (d/b/a Trimlite LLC) (5)(7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
07/27/21
07/27/26
491
482
508
0.15
27,425
27,977
8.04
Cable & Satellite
Bulk Midco, LLC (15)
First Lien Secured Term Loan
1.00%
L+ 7.64%
9.13%
06/08/18
06/08/23
14,922
14,869
14,475
4.16
14,869
14,475
4.16
Commodity Chemicals
Flexitallic Group SAS
First Lien Secured Term Loan
1.00%
L+ 7.50%
8.51% (8.01% Cash + 0.50% PIK)
10/28/19
10/29/26
15,702
15,062
15,337
4.41
15,062
15,337
4.41
Construction & Engineering
Tensar Corporation
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.76%
11/20/20
08/20/25
6,913
6,789
7,051
2.03
6,789
7,051
2.03
Construction Materials
Claridge Products and Equipment, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.51%
12/30/20
12/29/25
7,621
7,506
7,468
2.14
Claridge Products and Equipment, LLC (7)(12)
First Lien Secured Revolving Loan
1.00%
Base rate+ 5.64%
9.21%
12/30/20
12/29/25
596
588
584
0.17
8,094
8,052
2.31
Consumer Finance
Maxitransfers Blocker Corp.
First Lien Secured Term Loan
1.00%
L+ 8.50%
9.51%
10/07/20
10/07/25
8,478
8,337
8,478
2.44
Maxitransfers Blocker Corp. (4)(7)
First Lien Secured Revolving Loan
1.00%
L+ 8.50%
9.51%
10/07/20
10/07/25
—
—
17
—
8,337
8,495
2.44
See notes to the consolidated financial statements
8
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
Issuer
Investment Type (1)
Floor
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
Data Processing & Outsourced Services
Escalon Services Inc.
First Lien Secured Term Loan
1.00%
L+ 10.30%
11.30% (10.60% Cash + 0.70% PIK)
12/04/20
12/04/25
17,259
$
16,471
$
16,991
4.88
%
Future Payment Technologies, L.P.
First Lien Secured Term Loan
1.00%
L+ 8.25%
9.25%
12/23/16
06/07/24
23,845
23,668
23,785
6.84
40,139
40,776
11.72
Department Stores
Mills Fleet Farm Group, LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
10/24/18
10/24/24
13,538
13,342
13,538
3.89
13,342
13,538
3.89
Distributors
Crown Brands LLC (19)
Second Lien Secured Term Loan
1.50%
L+ 10.50%
12.00%
12/15/20
01/08/26
4,383
4,304
3,507
1.01
Crown Brands LLC (19)
Second Lien Secured Delayed Draw Loan
1.50%
L+ 10.50%
12.00%
12/15/20
01/08/26
651
651
521
0.15
4,955
4,028
1.16
Diversified Chemicals
Manchester Acquisition Sub LLC (d/b/a Draslovka Holding AS)
First Lien Secured Term Loan
0.75%
SF+ 5.75%
6.50%
11/16/21
11/16/26
7,980
7,582
7,712
2.22
Sklar Holdings, Inc. (d/b/a Starco)
First Lien Secured Term Loan
1.00%
L+ 9.75%
10.75% (8.75% Cash + 2.00% PIK)
11/13/19
05/13/23
7,390
7,307
7,020
2.02
14,889
14,732
4.24
Diversified Support Services
NNA Services, LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.76%
08/27/21
08/27/26
11,521
11,394
11,465
3.30
11,394
11,465
3.30
Education Services
EducationDynamics, LLC
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/15/26
13,251
13,015
13,004
3.73
EducationDynamics, LLC (4)(7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/15/26
—
—
(1)
—
EducationDynamics, LLC (7)
First Lien Secured Revolving Loan
1.00%
P+ 5.50%
9.00%
09/15/21
09/15/26
240
236
235
0.07
EducationDynamics, LLC (4)
Subordinated Unsecured Term Loan
N/A
4.00%
4.00%
09/15/21
03/15/27
167
167
167
0.05
13,418
13,405
3.85
Electric Utilities
CleanChoice Energy, Inc. (d/b/a CleanChoice)
First Lien Secured Term Loan
1.00%
L+ 7.25%
8.25%
10/12/21
10/12/26
10,500
10,310
10,290
2.96
10,310
10,290
2.96
Environmental & Facilities Services
Industrial Specialty Services USA LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.26%
12/31/21
12/31/26
11,977
11,750
11,750
3.38
Industrial Specialty Services USA LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
12/31/21
12/31/26
709
696
696
0.20
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.26%
12/31/21
12/31/26
8,753
8,587
8,587
2.47
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.26%
12/31/21
12/31/26
—
—
—
—
21,033
21,033
6.05
Health Care Facilities
Bridgepoint Healthcare, LLC
First Lien Secured Term Loan
1.00%
L+ 7.75%
8.75%
10/05/21
10/05/26
10,840
10,644
10,731
3.08
Bridgepoint Healthcare, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.75%
8.75%
10/05/21
10/05/26
—
—
6
—
Bridgepoint Healthcare, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.75%
8.75%
10/05/21
10/05/26
—
—
13
—
10,644
10,750
3.08
See notes to the consolidated financial statements
9
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
Issuer
Investment Type (1)
Floor
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
1.50%
L+ 9.00%
10.50% (10.00% Cash + 0.50% PIK)
06/14/19
06/14/24
7,203
$
7,143
$
7,203
2.07
%
CHS Therapy, LLC
First Lien Secured Term Loan C
1.50%
L+ 9.00%
10.50% (10.00% Cash + 0.50% PIK)
10/07/20
06/14/24
886
876
886
0.25
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
12/04/20
12/04/24
17,322
17,098
17,322
4.98
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab) (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.75%
7.75%
12/04/20
12/04/24
2,908
2,873
2,883
0.83
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab) (7)
First Lien Secured Revolving Loan
1.00%
P+ 5.75%
9.25%
12/04/20
12/04/24
142
140
147
0.04
Lab Logistics, LLC
First Lien Secured Term Loan
1.00%
L+ 7.25%
8.25%
10/16/19
09/25/23
1,153
1,139
1,153
0.33
Lab Logistics, LLC
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.25%
8.25%
10/16/19
09/25/23
5,170
5,156
5,170
1.49
PG Dental New Jersey Parent, LLC
First Lien Secured Term Loan
1.00%
L+ 9.75%
10.75% (9.25% Cash + 1.50% PIK)
11/25/20
11/25/25
15,177
14,932
13,963
4.01
PG Dental New Jersey Parent, LLC
First Lien Secured Revolving Loan
1.00%
L+ 9.75%
10.75% (9.25% Cash + 1.50% PIK)
11/25/20
11/25/25
704
692
647
0.19
50,049
49,374
14.19
Health Care Supplies
ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC)
First Lien Secured Term Loan
0.75%
L+ 7.50%
8.26%
02/23/22
02/23/28
21,736
21,202
21,202
6.09
ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC) (7)
First Lien Secured Revolving Loan
0.75%
Base rate+ 6.83%
9.77%
02/23/22
02/23/28
838
817
817
0.23
22,019
22,019
6.32
Heavy Electrical Equipment
PPS CR Acquisition, Inc. (d/b/a Power Plant Services)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.26%
06/25/21
06/25/26
11,095
10,906
10,984
3.16
PPS CR Acquisition, Inc. (d/b/a Power Plant Services) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.26%
06/25/21
06/25/24
104
103
118
0.03
11,009
11,102
3.19
Home Furnishings
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
10/12/21
10/12/26
19,984
19,622
19,739
5.67
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
10/12/21
10/12/26
—
—
15
—
Sure Fit Home Products, LLC
First Lien Secured Term Loan
1.00%
L+ 9.75%
10.76%
04/12/21
07/13/23
4,877
4,807
4,146
1.19
24,429
23,900
6.86
Household Products
The Kyjen Company, LLC (d/b/a Outward Hound)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
04/05/21
04/05/26
11,374
11,237
11,374
3.27
The Kyjen Company, LLC (d/b/a Outward Hound) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
04/05/21
04/05/26
258
255
266
0.08
11,492
11,640
3.35
Interactive Media & Services
What If Holdings, LLC (d/b/a What If Media Group, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
10/02/19
10/02/24
18,725
18,509
18,725
5.38
18,509
18,725
5.38
Internet & Direct Marketing Retail
BBQ Buyer, LLC (d/b/a BBQ Guys)
First Lien Secured Term Loan
1.50%
L+ 10.00%
11.50% (9.50% Cash + 2.00% PIK)
08/28/20
08/28/25
12,654
12,435
12,527
3.60
BBQ Buyer, LLC (d/b/a BBQ Guys) (7)
First Lien Secured Delayed Draw Loan
1.50%
L+ 10.00%
11.50% (9.50% Cash + 2.00% PIK)
12/02/21
08/28/25
2,580
2,532
2,561
0.74
Luxury Brand Holdings, Inc. (d/b/a Ross-Simons, Inc.)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/04/20
06/04/26
5,925
5,835
5,925
1.70
Potpourri Group, Inc.
First Lien Secured Term Loan
1.50%
L+ 8.25%
9.75%
07/03/19
07/03/24
17,034
16,861
17,034
4.90
37,663
38,047
10.94
Investment Banking & Brokerage
JVMC Holdings Corp. (fka RJO Holdings Corp)
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
02/28/19
02/28/24
12,512
12,464
12,512
3.60
12,464
12,512
3.60
IT Consulting & Other Services
ATSG, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
11/12/21
11/12/26
13,965
13,707
13,713
3.94
13,707
13,713
3.94
See notes to the consolidated financial statements
10
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
Issuer
Investment Type (1)
Floor
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
Leisure Facilities
Honors Holdings, LLC (d/b/a Orange Theory) (16)
First Lien Secured Term Loan
1.00%
L+ 7.92%
8.92% (8.42% Cash + 0.50% PIK)
09/06/19
09/06/24
9,440
$
9,322
$
9,345
2.69
%
Honors Holdings, LLC (d/b/a Orange Theory) (16)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.63%
8.63% (8.05% Cash + 0.58% PIK)
09/06/19
09/06/24
4,649
4,613
4,603
1.32
Lift Brands, Inc. (d/b/a Snap Fitness)
First Lien Secured Term Loan A
1.00%
L+ 7.50%
8.50%
06/29/20
06/29/25
5,617
5,560
5,581
1.60
Lift Brands, Inc. (d/b/a Snap Fitness)
First Lien Secured Term Loan B
N/A
9.50%
9.50% (0.00% Cash + 9.50% PIK)
06/29/20
06/29/25
1,309
1,291
1,274
0.37
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.) (9)
First Lien Secured Term Loan C
N/A
9.50%
9.50% (0.00% Cash + 9.50% PIK)
06/29/20
NA
1,268
1,265
1,227
0.35
22,051
22,030
6.33
Leisure Products
Playmonster Group LLC (6)(20)(22)
First Lien Secured Term Loan
1.00%
L+ 8.00%
9.00% (0.00% Cash + 9.00% PIK)
01/24/22
06/08/26
2,985
2,985
2,985
0.86
PlayMonster LLC (6)(7)
First Lien Secured Revolving Loan
0.25%
L+ 1.75%
2.10%
01/24/22
06/08/26
1,044
1,044
1,044
0.30
4,029
4,029
1.16
Life Sciences Tools & Services
LSCS Holdings, Inc. (d/b/a Eversana Life Science Services, LLC)
Second Lien Secured Term Loan
0.50%
L+ 8.00%
8.50%
11/23/21
12/16/29
5,000
4,928
4,902
1.41
4,928
4,902
1.41
Office Services & Supplies
American Crafts, LC
First Lien Secured Term Loan
1.00%
L+ 8.50%
9.50%
05/28/21
05/28/26
8,351
8,248
8,238
2.37
American Crafts, LC
First Lien Secured Delayed Draw Loan
1.00%
L+ 8.50%
9.50%
01/25/22
05/28/26
1,403
1,376
1,376
0.40
Empire Office, Inc.
First Lien Secured Term Loan
1.50%
L+ 6.50%
8.00%
04/12/19
04/12/24
12,443
12,313
12,350
3.55
Empire Office, Inc. (4)(7)
First Lien Secured Delayed Draw Loan
1.50%
L+ 6.50%
8.00%
08/17/21
04/12/24
—
—
(40)
(0.01)
21,937
21,924
6.31
Packaged Foods & Meats
Lenny & Larry's, LLC (17)
First Lien Secured Term Loan
1.00%
L+ 7.83%
8.83% (7.68% Cash + 1.15% PIK)
05/15/18
05/15/23
11,185
11,137
10,907
3.14
11,137
10,907
3.14
Personal Products
Inspired Beauty Brands, Inc.
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
12/30/20
12/30/25
12,117
11,935
12,117
3.48
Inspired Beauty Brands, Inc. (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00%
12/30/20
12/30/25
—
—
8
—
11,935
12,125
3.48
Research & Consulting Services
Aeyon LLC
First Lien Secured Term Loan
1.00%
SF+ 8.88%
9.88%
02/10/22
02/10/27
8,978
8,803
8,801
2.53
ALM Media, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.51%
11/25/19
11/25/24
13,978
13,830
13,838
3.98
Nelson Worldwide, LLC
First Lien Secured Term Loan
1.00%
L+ 10.25%
11.25% (10.25% Cash + 1.00% PIK)
01/09/18
01/09/23
9,719
9,682
9,547
2.74
32,315
32,186
9.25
Specialized Consumer Services
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
11/16/21
11/16/27
12,968
12,722
12,729
3.66
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.) (4)(7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
11/16/21
11/16/27
—
—
2
—
HC Salon Holdings, Inc. (d/b/a Hair Cuttery)
First Lien Secured Term Loan
1.00%
L+ 8.00%
9.01%
09/30/21
09/30/26
11,608
11,399
11,384
3.27
HC Salon Holdings, Inc. (d/b/a Hair Cuttery) (7)
First Lien Secured Revolving Loan
1.00%
L+ 8.00%
9.01%
09/30/21
09/30/26
—
—
(1)
—
True Blue Car Wash, LLC
First Lien Secured Term Loan
1.00%
SF+ 6.88%
7.88%
10/17/19
10/17/24
10,101
9,984
10,018
2.88
True Blue Car Wash, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
SF+ 6.50%
7.50%
10/17/19
10/17/24
1,845
1,817
1,831
0.53
35,922
35,963
10.34
See notes to the consolidated financial statements
11
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
Issuer
Investment Type (1)
Floor
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
Specialized Finance
WHF STRS Ohio Senior Loan Fund LLC (4)(5)(9)(14)
Subordinated Note
N/A
L+ 6.50%
6.94%
07/19/19
N/A
80,000
$
80,000
$
80,000
22.99
%
80,000
80,000
22.99
Systems Software
Arcstor Midco, LLC (d/b/a Arcserve (USA), LLC
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.01%
03/16/21
03/16/27
19,305
18,986
18,919
5.44
18,986
18,919
5.44
Technology Hardware, Storage & Peripherals
Telestream Holdings Corporation
First Lien Secured Term Loan
1.00%
L+ 8.75%
9.75%
10/15/20
10/15/25
15,041
14,699
15,041
4.32
Telestream Holdings Corporation (7)
First Lien Secured Revolving Loan
1.00%
L+ 8.75%
9.75%
10/15/20
10/15/25
—
—
30
0.01
14,699
15,071
4.33
Total Debt Investments
$
751,619
$
752,717
216.35
%
Equity Investments (23)
Advertising
Avision Holdings, LLC (d/b/a Avision Sales Group) (4)
Class A LLC Interests
N/A
N/A
N/A
12/15/21
N/A
200
$
250
$
208
0.06
%
250
208
0.06
Air Freight & Logistics
Motivational CIV, LLC (d/b/a Motivational Fulfillment) (4)
Class B Units
N/A
N/A
N/A
07/12/21
N/A
1,250
1,250
863
0.25
1,250
863
0.25
Building Products
PFB Holdco, Inc. (d/b/a PFB Corporation) (4)(13)
Class A Units
N/A
N/A
N/A
12/17/21
N/A
1
423
432
0.12
423
432
0.12
Data Processing & Outsourced Services
Escalon Services Inc. (4)
Warrants
N/A
N/A
N/A
12/04/20
N/A
709
476
1,644
0.47
476
1,644
0.47
Diversified Support Services
Quest Events, LLC (4)
Preferred Units
N/A
N/A
N/A
12/28/18
12/08/25
317
317
71
0.02
ImageOne Industries, LLC (4)
Common A Units
N/A
N/A
N/A
09/20/19
N/A
225
—
122
0.04
317
193
0.06
Education Services
Eddy Acquisitions, LLC (d/b/a EducationDynamics, LLC) (4)
Preferred Units
N/A
12.00%
12.00%
09/15/21
N/A
167
167
156
0.04
167
156
0.04
Environmental & Facilities Services
BPII-JL Group Holdings LP (d/b/a Juniper Landscaping Holdings LLC) (4)
Class A Units
N/A
N/A
N/A
12/29/21
N/A
83
825
825
0.24
825
825
0.24
Health Care Services
Lab Logistics, LLC (4)(21)
Preferred Units
N/A
14.00%
14.00% PIK
10/29/19
N/A
2
857
915
0.26
857
915
0.26
Industrial Machinery
BL Products Parent, LP (d/b/a Bishop Lifting Products, Inc.) (4)
Class A Units
N/A
N/A
N/A
02/01/22
N/A
667
667
667
0.19
667
667
0.19
Interactive Media & Services
What If Media Group, LLC (4)
Common Units
N/A
N/A
N/A
07/02/21
N/A
8
850
1,439
0.41
850
1,439
0.41
See notes to the consolidated financial statements
12
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
Issuer
Investment Type (1)
Floor
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
Internet & Direct Marketing Retail
BBQ Buyer, LLC (d/b/a BBQ Guys) (4)
Shares
N/A
N/A
N/A
08/28/20
N/A
1,100
$
1,100
$
2,266
0.65
%
Ross-Simons Topco, LP (d/b/a Ross-Simons, Inc.) (4)
Preferred Units
N/A
8.00%
8.00% PIK
12/04/20
N/A
600
514
1,246
0.36
1,614
3,512
1.01
Investment Banking & Brokerage
Arcole Holding Corporation (4)(5)(6)(18)
Shares
N/A
N/A
N/A
10/01/20
N/A
—
6,944
7,045
2.02
6,944
7,045
2.02
IT Consulting & Other Services
CX Holdco LLC (d/b/a Cennox Inc.) (4)
Common Units
N/A
N/A
N/A
05/04/21
N/A
972
972
1,584
0.46
Keras Holdings, LLC (d/b/a KSM Consulting, LLC) (4)
Shares
N/A
N/A
N/A
12/31/20
N/A
496
496
496
0.14
1,468
2,080
0.60
Leisure Facilities
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.) (4)
Class A Common Stock
N/A
N/A
N/A
06/29/20
N/A
2
1,941
199
0.06
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.) (4)
Warrants
N/A
N/A
N/A
06/29/20
06/28/28
1
793
81
0.02
2,734
280
0.08
Leisure Products
Playmonster Group Equity, Inc. (d/b/a PlayMonster LLC) (4)(6)(8)(22)
Preferred Stock
N/A
14.00%
14.00% PIK
01/24/22
N/A
36
3,600
2,268
0.66
Playmonster Group Equity, Inc. (d/b/a PlayMonster LLC) (4)(6)(22)
Common Stock
N/A
N/A
N/A
01/24/22
N/A
72
460
—
—
4,060
2,268
0.66
Other Diversified Financial Services
SFS Global Holding Company (d/b/a Sigue Corporation) (4)
Warrants
N/A
N/A
N/A
06/28/18
12/28/25
—
—
—
—
Sigue Corporation (4)
Warrants
N/A
N/A
N/A
06/28/18
12/28/25
22
2,890
3,490
1.00
2,890
3,490
1.00
Specialized Consumer Services
Camp Facility Services Parent, LLC (d/b/a Camp Construction Services, Inc.) (4)
Preferred Units
N/A
10.00%
10.00% PIK
11/16/21
N/A
15
840
861
0.26
840
861
0.26
Specialized Finance
WHF STRS Ohio Senior Loan Fund (4)(5)(14)
LLC Interests
N/A
N/A
N/A
07/19/19
N/A
20,000
20,000
20,776
5.97
20,000
20,776
5.97
Total Equity Investments
$
46,632
$
47,654
13.70
%
Total Investments
$
798,251
$
800,371
230.05
%
Forward Currency Contracts
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized
appreciation
Unrealized
depreciation
Morgan Stanley
C$
400 CAD
$
317 USD
4/28/22
$
—
$
(4)
Total
$
—
$
(4)
(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.
See notes to the consolidated financial statements
13
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
(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 Secured Overnight Financing Rate (“SOFR” or “SF”), the Canadian Dollar Offered Rate (“CDOR” or “C”), Canada Prime Rate (“CP”) or the U.S. Prime Rate (“Prime” or “P”). The one, three and six-month USD LIBOR were 0.45%, 0.96% and 1.47%, respectively, as of March 31, 2022. The SOFR, CDOR, CP and Prime were 0.29%, 1.26%, 2.70% and 3.50%, respectively, as of March 31, 2022.
(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 83.7% 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, 2022. See Note 8.
(8) Preferred equity investment is a non-income producing security.
(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 230.0% of the Company’s net assets or 95.4% 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 Floor, Spread Above Index and Interest Rate presented represent the weighted average of both contracts.
(13) Principal amount is non-USD denominated and is based 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) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 2.75% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(16) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.50% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(17) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(18) On October 1, 2020, as part of a restructuring agreement between the Company and Arcole Acquisition Corp, the Company’s investments in first lien secured term loans to Arcole Acquisition Corp were converted into common shares of Arcole Holding Corp.
(19) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 2.00% PIK.
(20) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 9.00% PIK.
(21) Investment earns 14.00% that converts to PIK on an annual basis and is recorded in interest and dividend receivable in the consolidated statements of assets and liabilities.
(22) On January 24, 2022, as part of a restructuring agreement between the Company and PlayMonster LLC, the Company’s first lien secured term loan and delayed draw loan investments to PlayMonster LLC were converted into a new first lien secured term loan, preferred stock and common stock of Playmonster Group LLC.
(23) Ownership of certain equity investments may occur through a holding company or partnership.
See notes to the consolidated financial statements
14
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
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
I&I Sales Group, LLC (d/b/a Avision Sales Group)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
12/15/21
12/15/26
9,286
$
9,102
$
9,100
2.60
%
I&I Sales Group, LLC (d/b/a Avision Sales Group) (4)(7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
12/15/21
12/15/26
396
388
388
0.11
I&I Sales Group, LLC (d/b/a Avision Sales Group) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
12/15/21
12/15/26
—
—
—
—
9,490
9,488
2.71
Air Freight & Logistics
Access USA Shipping, LLC (d/b/a MyUS.com)
First Lien Secured Term Loan
1.50%
L+ 8.00%
9.50%
02/08/19
02/08/24
4,937
4,906
4,937
1.41
ITS Buyer Inc. (d/b/a ITS Logistics, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
12/22/21
06/15/26
3,612
3,540
3,539
1.01
ITS Buyer Inc. (d/b/a ITS Logistics, LLC) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
12/22/21
06/15/26
—
—
—
—
Motivational Marketing, LLC (d/b/a Motivational Fulfillment)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
07/12/21
07/12/26
11,789
11,575
11,646
3.33
Motivational Marketing, LLC (d/b/a Motivational Fulfillment) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
07/12/21
07/12/26
—
—
7
—
20,021
20,129
5.75
Application Software
Atlas Purchaser, Inc. (d/b/a Aspect Software)
Second Lien Secured Term Loan
0.75%
L+ 9.00%
9.75%
05/03/21
05/07/29
15,000
14,586
14,700
4.20
Education Networks of America, Inc.
First Lien Secured Term Loan
1.00%
L+ 5.50%
6.50%
11/30/21
10/27/26
4,719
4,511
4,508
1.29
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
06/14/19
12/29/22
3,213
3,195
3,213
0.92
Naviga Inc. (f/k/a Newscycle Solutions, Inc.) (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00%
06/14/19
12/29/22
169
168
169
0.05
22,460
22,590
6.46
Automotive Retail
Team Car Care Holdings, LLC (Heartland Auto) (12)
First Lien Secured Term Loan
1.03%
Base rate+ 7.98%
9.02%
02/16/18
06/28/24
15,286
15,193
15,286
4.37
15,193
15,286
4.37
Broadcasting
Coastal Television Broadcasting Group LLC
First Lien Secured Term Loan
1.00%
SF+ 6.50%
7.50%
12/30/21
12/30/26
8,191
8,027
8,027
2.30
Coastal Television Broadcasting Group LLC (7)
First Lien Secured Revolving Loan
1.00%
SF+ 6.50%
7.50%
12/30/21
12/30/26
—
—
—
—
8,027
8,027
2.30
Building Products
Drew Foam Companies Inc.
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
11/05/20
11/05/25
7,207
7,094
7,183
2.05
LHS Borrower, LLC (d/b/a Leaf Home, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
09/30/20
09/30/25
9,506
9,346
9,416
2.69
LHS Borrower, LLC (d/b/a Leaf Home, LLC) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.75%
7.75%
09/30/20
09/30/25
—
—
4
—
PFB Holdco, Inc. (d/b/a PFB Corporation) (13)
First Lien Secured Term Loan
2.45%
CP+ 5.50%
7.95%
12/17/21
12/17/26
9,027
6,923
6,998
2.00
PFB Holdco, Inc. (d/b/a PFB Corporation) (7)(13)
First Lien Secured Revolving Loan
2.45%
CP+ 5.50%
7.95%
12/17/21
12/17/26
—
—
—
—
PFB Holdco, Inc. (d/b/a PFB Corporation)
First Lien Secured Term Loan
3.25%
P+ 5.50%
8.75%
12/17/21
12/17/26
2,198
2,154
2,154
0.62
PFB Holdco, Inc. (d/b/a PFB Corporation) (7)
First Lien Secured Revolving Loan
3.25%
P+ 5.50%
8.75%
12/17/21
12/17/26
—
—
—
—
Trimlite Buyer LLC (d/b/a Trimlite LLC) (5)(13)
First Lien Secured Term Loan
1.00%
C+ 6.50%
7.50%
07/27/21
07/27/26
22,977
17,975
17,841
5.10
Trimlite Buyer LLC (d/b/a Trimlite LLC) (5)(7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
07/27/21
07/27/26
164
161
161
0.05
43,653
43,757
12.51
Cable & Satellite
Bulk Midco, LLC (15)
First Lien Secured Term Loan
1.00%
L+ 7.24%
8.24%
06/08/18
06/08/23
15,000
14,936
14,526
4.15
14,936
14,526
4.15
Commodity Chemicals
Flexitallic Group SAS
First Lien Secured Term Loan
1.00%
L+ 7.50%
8.50% (8.00% Cash + 0.50% PIK)
10/28/19
10/29/26
15,722
15,047
15,172
4.34
15,047
15,172
4.34
See notes to the consolidated financial statements
15
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
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
Construction & Engineering
Road Safety Services, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/30/21
03/18/25
4,099
$
4,017
$
4,017
1.15
%
Tensar Corporation
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
11/20/20
08/20/25
6,930
6,797
7,069
2.02
10,814
11,086
3.17
Construction Materials
Claridge Products and Equipment, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/30/20
12/29/25
7,640
7,518
7,469
2.14
Claridge Products and Equipment, LLC (7)
First Lien Secured Revolving Loan
3.25%
P+ 5.50%
8.75%
12/30/20
12/29/25
211
207
204
0.06
7,725
7,673
2.20
Consumer Finance
Maxitransfers Blocker Corp.
First Lien Secured Term Loan
1.00%
L+ 8.50%
9.50%
10/07/20
10/07/25
8,590
8,436
8,590
2.46
Maxitransfers Blocker Corp. (4)
First Lien Secured Revolving Loan
1.00%
L+ 8.50%
9.50%
10/07/20
10/07/25
1,038
1,019
1,038
0.30
9,455
9,628
2.76
Data Processing & Outsourced Services
Escalon Services Inc.
First Lien Secured Term Loan
1.00%
L+ 13.50%
14.50% (13.00% Cash + 1.50% PIK)
12/04/20
12/04/25
8,046
7,490
8,046
2.30
Future Payment Technologies, L.P.
First Lien Secured Term Loan
1.00%
L+ 8.25%
9.25%
12/23/16
06/07/24
24,000
23,811
23,925
6.84
31,301
31,971
9.14
Department Stores
Mills Fleet Farm Group, LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
10/24/18
10/24/24
13,538
13,331
13,538
3.87
13,331
13,538
3.87
Distributors
Crown Brands LLC (19)
Second Lien Secured Term Loan
1.50%
L+ 10.50%
12.00%
12/15/20
01/08/26
4,382
4,299
3,505
1.00
Crown Brands LLC (19)
Second Lien Secured Delayed Draw Loan
1.50%
L+ 10.50%
12.00%
12/15/20
01/08/26
650
650
520
0.15
4,949
4,025
1.15
Diversified Chemicals
Manchester Acquisition Sub LLC (d/b/a Draslovka Holding AS)
First Lien Secured Term Loan
0.75%
SF+ 5.75%
6.50%
11/16/21
11/16/26
12,000
11,348
11,340
3.24
Sklar Holdings, Inc. (d/b/a Starco)
First Lien Secured Term Loan
1.00%
L+ 7.75%
8.75%
11/13/19
05/13/23
7,389
7,295
7,020
2.01
18,643
18,360
5.25
Diversified Support Services
NNA Services, LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
08/27/21
08/27/26
11,594
11,459
11,460
3.28
11,459
11,460
3.28
Education Services
EducationDynamics, LLC
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/15/26
13,318
13,068
13,064
3.74
EducationDynamics, LLC (4)(7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/15/26
—
—
—
—
EducationDynamics, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00% (7.50% Cash + 0.50% PIK)
09/15/21
09/15/26
—
—
—
—
EducationDynamics, LLC (4)
Subordinated Unsecured Term Loan
N/A
4.00%
4.00%
09/15/21
03/15/27
167
167
167
0.05
13,235
13,231
3.79
Electric Utilities
CleanChoice Energy, Inc. (d/b/a CleanChoice)
First Lien Secured Term Loan
1.00%
L+ 7.25%
8.25%
10/12/21
10/12/26
10,500
10,299
10,296
2.94
10,299
10,296
2.94
Electronic Equipment & Instruments
LMG Holdings, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
04/30/21
04/30/26
6,802
6,684
6,687
1.91
LMG Holdings, Inc. (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
04/30/21
04/30/26
—
—
—
—
6,684
6,687
1.91
See notes to the consolidated financial statements
16
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
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
Environmental & Facilities Services
Industrial Specialty Services USA LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
12/31/21
12/31/26
12,007
$
11,767
$
11,767
3.36
%
Industrial Specialty Services USA LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
12/31/21
12/31/26
—
—
—
—
Juniper Landscaping Holdings LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
12/29/21
12/29/26
11,420
11,221
11,220
3.21
Juniper Landscaping Holdings LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
12/29/21
12/29/26
—
—
—
—
Juniper Landscaping Holdings LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
12/29/21
12/29/26
597
586
586
0.17
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
12/31/21
12/31/26
8,775
8,600
8,600
2.46
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
12/31/21
12/31/26
—
—
—
—
32,174
32,173
9.20
Health Care Facilities
Bridgepoint Healthcare, LLC
First Lien Secured Term Loan
1.00%
L+ 7.75%
8.75%
10/05/21
10/05/26
10,979
10,770
10,769
3.08
Bridgepoint Healthcare, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.75%
8.75%
10/05/21
10/05/26
—
—
—
—
Bridgepoint Healthcare, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.75%
8.75%
10/05/21
10/05/26
—
—
—
—
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA)
First Lien Secured Term Loan
1.00%
L+ 7.50%
8.50%
12/04/20
06/22/23
4,278
4,214
4,235
1.21
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.50%
8.50%
12/04/20
06/22/23
3,052
3,008
3,027
0.87
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA) (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.50%
8.50%
12/04/20
06/22/23
—
—
3
—
Grupo HIMA San Pablo, Inc. (7)
Superpriority Delayed Draw Loan
N/A
12.00%
12.00%
11/24/21
11/24/23
568
568
568
0.16
Grupo HIMA San Pablo, Inc. (8)(21)
Amended Term Loan
1.50%
9.00%
10.50% (0.00% Cash + 10.50% PIK)
11/24/21
11/24/23
1,708
1,704
1,708
0.49
Grupo HIMA San Pablo, Inc. (8)
First Lien Secured Term Loan A
N/A
L+ 9.00%
9.13%
05/05/19
04/30/19
3,476
3,476
1,169
0.33
Grupo HIMA San Pablo, Inc. (8)
First Lien Secured Term Loan B
1.50%
L+ 9.00%
10.50%
02/01/13
04/30/19
12,185
12,185
4,097
1.17
Grupo HIMA San Pablo, Inc. (8)
Second Lien Secured Term Loan
N/A
L+ 15.75%
15.75% (13.75% Cash + 2.00% PIK)
02/01/13
07/31/18
1,028
1,024
—
—
36,949
25,576
7.31
Health Care Services
CHS Therapy, LLC
First Lien Secured Term Loan A
1.50%
L+ 9.00%
10.50% (10.00% Cash + 0.50% PIK)
06/14/19
06/14/24
7,242
7,175
7,242
2.07
CHS Therapy, LLC
First Lien Secured Term Loan C
1.50%
L+ 9.00%
10.50% (10.00% Cash + 0.50% PIK)
10/07/20
06/14/24
891
879
891
0.25
DCA Investment Holding, LLC (d/b/a Dental Care Alliance, LLC)
First Lien Secured Term Loan
0.75%
L+ 6.25%
7.00%
03/12/21
03/12/27
7,025
6,933
6,988
2.00
DCA Investment Holding, LLC (d/b/a Dental Care Alliance, LLC) (7)
First Lien Secured Delayed Draw Loan
0.75%
L+ 6.25%
7.00%
03/12/21
03/12/27
678
672
688
0.20
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
12/04/20
12/04/24
17,366
17,121
17,366
4.97
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab) (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.75%
7.75%
12/04/20
12/04/24
2,550
2,517
2,534
0.72
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab) (7)
First Lien Secured Revolving Loan
3.25%
P+ 5.75%
9.00%
12/04/20
12/04/24
142
139
147
0.04
Lab Logistics, LLC
First Lien Secured Term Loan
1.00%
L+ 7.25%
8.25%
10/16/19
09/25/23
1,155
1,140
1,155
0.33
Lab Logistics, LLC
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.25%
8.25%
10/16/19
09/25/23
5,183
5,166
5,183
1.48
PG Dental New Jersey Parent, LLC
First Lien Secured Term Loan
1.00%
L+ 9.25%
10.25% (8.75% Cash + 1.50% PIK)
11/25/20
11/25/25
15,448
15,178
14,212
4.06
PG Dental New Jersey Parent, LLC (7)
First Lien Secured Revolving Loan
1.00%
L+ 9.25%
10.25% (8.75% Cash + 1.50% PIK)
11/25/20
11/25/25
702
689
631
0.18
57,609
57,037
16.30
Heavy Electrical Equipment
PPS CR Acquisition, Inc. (d/b/a Power Plant Services)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
06/25/21
06/25/26
11,123
10,924
10,975
3.14
PPS CR Acquisition, Inc. (d/b/a Power Plant Services) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
06/25/21
06/25/24
104
103
113
0.03
11,027
11,088
3.17
See notes to the consolidated financial statements
17
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
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
Home Furnishings
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
10/12/21
10/12/26
20,034
$
19,651
$
19,645
5.62
%
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
10/12/21
10/12/26
—
—
—
—
Sure Fit Home Products, LLC
First Lien Secured Term Loan
1.00%
L+ 9.75%
10.75%
04/12/21
07/13/23
4,912
4,828
4,372
1.25
24,479
24,017
6.87
Household Products
The Kyjen Company, LLC (d/b/a Outward Hound)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
04/05/21
04/05/26
11,403
11,257
11,383
3.25
The Kyjen Company, LLC (d/b/a Outward Hound) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
04/05/21
04/05/26
385
380
390
0.11
11,637
11,773
3.36
Interactive Media & Services
What If Holdings, LLC (d/b/a What If Media Group, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
10/02/19
10/02/24
18,848
18,609
18,759
5.36
18,609
18,759
5.36
Internet & Direct Marketing Retail
BBQ Buyer, LLC (d/b/a BBQ Guys)
First Lien Secured Term Loan
1.50%
L+ 10.00%
11.50% (9.50% Cash + 2.00% PIK)
08/28/20
08/28/25
12,623
12,388
12,623
3.61
BBQ Buyer, LLC (d/b/a BBQ Guys) (7)
First Lien Secured Delayed Draw Loan
1.50%
L+ 10.00%
11.50% (9.50% Cash + 2.00% PIK)
12/02/21
08/28/25
2,573
2,523
2,523
0.72
Luxury Brand Holdings, Inc. (d/b/a Ross-Simons, Inc.)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/04/20
06/04/26
5,940
5,844
5,940
1.70
Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
08/06/21
07/01/25
4,277
4,200
4,206
1.20
Potpourri Group, Inc.
First Lien Secured Term Loan
1.50%
L+ 8.25%
9.75%
07/03/19
07/03/24
17,148
16,955
17,148
4.90
41,910
42,440
12.13
Investment Banking & Brokerage
JVMC Holdings Corp. (fka RJO Holdings Corp)
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
02/28/19
02/28/24
12,729
12,674
12,729
3.64
12,674
12,729
3.64
IT Consulting & Other Services
AST-Applications Software Technology LLC
First Lien Secured Term Loan
1.00%
L+ 8.00%
9.00% (8.00% Cash + 1.00% PIK)
01/10/17
01/10/23
3,958
3,943
3,958
1.13
ATSG, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
11/12/21
11/12/26
14,008
13,736
13,736
3.93
17,679
17,694
5.06
Leisure Facilities
Honors Holdings, LLC (d/b/a Orange Theory) (16)
First Lien Secured Term Loan
1.00%
L+ 7.96%
8.96% (8.46% Cash + 0.50% PIK)
09/06/19
09/06/24
9,440
9,315
9,296
2.66
Honors Holdings, LLC (d/b/a Orange Theory) (16)
First Lien Secured Delayed Draw Loan
1.00%
L+ 7.58%
8.58% (8.08% Cash + 0.50% PIK)
09/06/19
09/06/24
4,649
4,611
4,578
1.31
Lift Brands, Inc. (d/b/a Snap Fitness)
First Lien Secured Term Loan A
1.00%
L+ 7.50%
8.50%
06/29/20
06/29/25
5,631
5,570
5,546
1.59
Lift Brands, Inc. (d/b/a Snap Fitness)
First Lien Secured Term Loan B
N/A
9.50%
9.50% (0.00% Cash + 9.50% PIK)
06/29/20
06/29/25
1,279
1,259
1,239
0.35
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.) (9)
First Lien Secured Term Loan C
N/A
9.50%
9.50% (0.00% Cash + 9.50% PIK)
06/29/20
NA
1,268
1,265
1,219
0.35
22,020
21,878
6.26
Leisure Products
PlayMonster LLC (8)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
06/07/21
06/07/26
6,000
5,894
3,900
1.12
PlayMonster LLC (7)(8)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
06/07/21
06/07/26
224
221
(828)
(0.24)
6,115
3,072
0.88
Life Sciences Tools & Services
LSCS Holdings, Inc. (d/b/a Eversana Life Science Services, LLC)
Second Lien Secured Term Loan
0.50%
L+ 8.00%
8.50%
11/23/21
12/16/29
5,000
4,925
4,925
1.41
4,925
4,925
1.41
See notes to the consolidated financial statements
18
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
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
American Crafts, LC
First Lien Secured Term Loan
1.00%
L+ 8.50%
9.50%
05/28/21
05/28/26
8,434
$
8,325
$
8,325
2.38
%
Empire Office, Inc.
First Lien Secured Term Loan
1.50%
L+ 6.75%
8.25%
04/12/19
04/12/24
12,656
12,507
12,589
3.60
Empire Office, Inc. (4)(7)
First Lien Secured Delayed Draw Loan
1.50%
L+ 6.75%
8.25%
08/17/21
04/12/24
—
—
7
—
20,832
20,921
5.98
Packaged Foods & Meats
Lenny & Larry's, LLC (17)
First Lien Secured Term Loan
1.00%
L+ 8.40%
9.40% (7.68% Cash + 1.72% PIK)
05/15/18
05/15/23
11,142
11,084
10,862
3.11
11,084
10,862
3.11
Personal Products
Inspired Beauty Brands, Inc.
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
12/30/20
12/30/25
12,252
12,055
12,252
3.50
Inspired Beauty Brands, Inc. (7)
First Lien Secured Revolving Loan
1.00%
L+ 7.00%
8.00%
12/30/20
12/30/25
—
—
8
—
12,055
12,260
3.50
Real Estate Operating Companies
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
10/19/21
10/19/26
4,875
4,781
4,780
1.37
HRG Management, LLC (d/b/a HomeRiver Group, LLC) (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.25%
7.25%
10/19/21
10/19/26
653
644
651
0.19
HRG Management, LLC (d/b/a HomeRiver Group, LLC) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
10/19/21
10/19/26
—
—
—
—
5,425
5,431
1.56
Research & Consulting Services
ALM Media, LLC
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
11/25/19
11/25/24
14,175
14,011
13,996
4.00
Nelson Worldwide, LLC
First Lien Secured Term Loan
1.00%
L+ 10.25%
11.25% (10.25% Cash + 1.00% PIK)
01/09/18
01/09/23
10,027
9,976
9,826
2.81
23,987
23,822
6.81
Specialized Consumer Services
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
11/16/21
11/16/27
13,000
12,745
12,742
3.64
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.) (4)(7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
11/16/21
11/16/27
—
—
(1)
—
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.) (7)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
11/16/21
11/16/27
—
—
—
—
HC Salon Holdings, Inc. (d/b/a Hair Cuttery)
First Lien Secured Term Loan
1.00%
L+ 8.00%
9.00%
09/30/21
09/30/26
11,638
11,417
11,416
3.26
HC Salon Holdings, Inc. (d/b/a Hair Cuttery) (7)
First Lien Secured Revolving Loan
1.00%
L+ 8.00%
9.00%
09/30/21
09/30/26
—
—
—
—
True Blue Car Wash, LLC
First Lien Secured Term Loan
1.00%
L+ 6.82%
7.82%
10/17/19
10/17/24
8,203
8,087
8,130
2.32
True Blue Car Wash, LLC (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.82%
7.82%
10/17/19
10/17/24
3,103
3,073
3,098
0.89
35,322
35,385
10.11
Specialized Finance
WHF STRS Ohio Senior Loan Fund LLC (4)(5)(9)(14)
Subordinated Note
N/A
L+ 6.50%
6.61%
07/19/19
N/A
60,000
60,000
60,000
17.16
60,000
60,000
17.16
Systems Software
Arcstor Midco, LLC (d/b/a Arcserve (USA), LLC
First Lien Secured Term Loan
1.00%
L+ 7.00%
8.00%
03/16/21
03/16/27
19,354
19,018
19,160
5.48
19,018
19,160
5.48
Technology Hardware, Storage & Peripherals
Source Code Holdings, LLC (d/b/a Source Code Corporation)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
07/30/21
07/30/27
7,629
7,487
7,489
2.14
Source Code Holdings, LLC (d/b/a Source Code Corporation) (7)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
07/30/21
07/30/27
—
—
—
—
Telestream Holdings Corporation
First Lien Secured Term Loan
1.00%
L+ 8.75%
9.75%
10/15/20
10/15/25
15,079
14,713
15,079
4.31
Telestream Holdings Corporation (7)
First Lien Secured Revolving Loan
1.00%
L+ 8.75%
9.75%
10/15/20
10/15/25
530
517
549
0.16
22,717
23,117
6.61
Total Debt Investments
$
794,969
$
781,049
223.32
%
See notes to the consolidated financial statements
19
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
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
Equity Investments
Advertising
Avision Holdings, LLC (d/b/a Avision Sales Group) (4)
Class A LLC Interests
N/A
N/A
N/A
12/15/21
N/A
200
$
250
$
250
0.07
%
250
250
0.07
Air Freight & Logistics
Motivational CIV, LLC (d/b/a Motivational Fulfillment) (4)
Class B Units
N/A
N/A
N/A
07/12/21
N/A
1,250
1,250
1,250
0.36
1,250
1,250
0.36
Data Processing & Outsourced Services
PFB Holdco, Inc. (d/b/a PFB Corporation) (4)(13)
Class A Units
N/A
N/A
N/A
12/17/21
N/A
1
423
427
0.12
423
427
0.12
Data Processing & Outsourced Services
Escalon Services Inc. (4)
Warrants
N/A
N/A
N/A
12/04/20
N/A
709
476
893
0.26
476
893
0.26
Diversified Support Services
Quest Events, LLC (4)
Preferred Units
N/A
N/A
N/A
12/28/18
12/08/25
317
317
—
—
ImageOne Industries, LLC (4)
Common A Units
N/A
N/A
N/A
09/20/19
N/A
225
—
158
0.05
317
158
0.05
Education Services
Eddy Acquisitions, LLC (d/b/a EducationDynamics, LLC) (4)
Preferred Units
N/A
12.00%
12.00%
09/15/21
N/A
167
167
167
0.05
167
167
0.05
Environmental & Facilities Services
BPII-JL Group Holdings LP (d/b/a Juniper Landscaping Holdings LLC) (4)
Class A Units
N/A
N/A
N/A
12/29/21
N/A
83
825
825
0.24
825
825
0.24
Health Care Services
Lab Logistics, LLC (4)(20)
Preferred Units
N/A
14.00%
14.00% PIK
10/29/19
N/A
2
857
1,018
0.29
857
1,018
0.29
Interactive Media & Services
What If Media Group, LLC (4)
Common Units
N/A
N/A
N/A
07/02/21
N/A
8
850
1,398
0.40
850
1,398
0.40
Internet & Direct Marketing Retail
BBQ Buyer, LLC (d/b/a BBQ Guys) (4)
Shares
N/A
N/A
N/A
08/28/20
N/A
1,100
1,100
2,442
0.70
Ross-Simons Topco, LP (4)
Preferred Units
N/A
8.00%
8.00% PIK
12/04/20
N/A
600
600
786
0.22
1,700
3,228
0.92
Investment Banking & Brokerage
Arcole Holding Corporation (4)(5)(6)(18)
Shares
N/A
N/A
N/A
10/01/20
N/A
—
6,944
6,874
1.97
6,944
6,874
1.97
IT Consulting & Other Services
CX Holdco LLC (d/b/a Cennox Inc.) (4)
Common Units
N/A
N/A
N/A
05/04/21
N/A
972
972
972
0.28
Keras Holdings, LLC (d/b/a KSM Consulting, LLC) (4)
Shares
N/A
N/A
N/A
12/31/20
N/A
496
496
496
0.14
1,468
1,468
0.42
Leisure Facilities
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.) (4)
Class A Common Stock
N/A
N/A
N/A
06/29/20
N/A
2
1,941
188
0.05
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.) (4)
Warrants
N/A
N/A
N/A
06/29/20
06/28/28
1
793
76
0.02
2,734
264
0.07
Other Diversified Financial Services
SFS Global Holding Company (4)
Warrants
N/A
N/A
N/A
06/28/18
12/28/25
—
—
—
—
Sigue Corporation (4)
Warrants
N/A
N/A
N/A
06/28/18
12/28/25
22
2,890
3,492
1.00
2,890
3,492
1.00
See notes to the consolidated financial statements
20
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Issuer
Investment Type (1)
Floor
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
Specialized Consumer Services
Camp Facility Services Parent, LLC (d/b/a Camp Construction Services, Inc.) (4)
Preferred Units
N/A
10.00%
10.00% PIK
11/16/21
N/A
15
$
840
$
840
0.24
%
840
840
0.24
Specialized Finance
WHF STRS Ohio Senior Loan Fund (4)(5)(14)
LLC Interests
N/A
N/A
N/A
07/19/19
N/A
15,000
15,000
15,607
4.46
15,000
15,607
4.46
Total Equity Investments
$
36,991
$
38,159
10.92
%
Total Investments
$
831,960
$
819,208
234.24
%
(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 Secured Overnight Financing Rate (“SOFR” or “SF”), the Canadian Dollar Offered Rate (“CDOR” or “C”), Canada Prime Rate (“CP”), or the U.S. Prime Rate (“Prime” or “P”). The one, three and six-month USD LIBOR were 0.10%, 0.21% and 0.34%, respectively, as of December 31, 2021. The SOFR, CDOR, Canadian Prime and Prime were 0.05%, 0.52%, 2.45% and 3.25%, respectively, as of December 31, 2021.
(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 88.2% 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, 2021. 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 234.2% of the Company’s net assets or 96.3% 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 Floor, Spread Above Index and Interest Rate presented represent the weighted average of both contracts.
(13) Principal amount is non-USD denominated and is based 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 the consolidated financial statements
21
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(15) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 2.75% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(16) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.50% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(17) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(18) On October 1, 2020, as part of a restructuring agreement between the Company and Arcole Acquisition Corp, the Company’s investments in first lien secured term loans to Arcole Acquisition Corp were converted into common shares of Arcole Holding Corp.
(19) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 2.00% PIK.
(20) Investment earns 14.00% that converts to PIK on an annual basis and is recorded in interest and dividend receivable in the consolidated statements of assets and liabilities.
(21) A portion of the existing Grupo HIMA San Pablo, Inc. First Lien Secured Term Loan A and First Lien Secured Term Loan B investments were converted into an Amended Term Loan, which is pari passu with the Grupo HIMA San Pablo, Inc. Superpriority Delayed Draw Loan commitment in a liquidation event.
See notes to the consolidated financial statements
22
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(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 LIBOR or SOFR and have a term of three to six years. While the Company focuses principally on originating senior secured loans to lower middle market companies, it may also opportunistically make investments at other levels of a company’s capital structure, including mezzanine loans or equity interests and may receive warrants to purchase common stock in connection with its debt investments.
WhiteHorse Finance’s investment activities are managed by H.I.G. WhiteHorse Advisers, LLC (“WhiteHorse Advisers” or the “Investment Adviser”). H.I.G. WhiteHorse Administration, LLC (“WhiteHorse Administration” or the “Administrator”) provides administrative services necessary for the Company to operate.
Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause WhiteHorse Advisers to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related regulations promulgated by the U.S. Commodity Futures Trading Commission (the “CFTC”). On January 23, 2020, WhiteHorse Advisers claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company (the “Exclusion”) and, therefore, WhiteHorse Advisers is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company. WhiteHorse Advisers has affirmed the Exclusion on February 17, 2022 and intends to continue to affirm the Exclusion on an annual basis.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation : The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of WhiteHorse Finance and its wholly owned subsidiaries, WhiteHorse Finance Credit I, LLC (“WhiteHorse Credit”), and its subsidiary WhiteHorse Finance (CA), LLC (“WhiteHorse California”), WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings, LLC and WhiteHorse Finance Holdings, LLC. The Company meets the definition of an investment company under Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies , and therefore applies the accounting and reporting guidance discussed therein to its consolidated financial statements. All significant intercompany balances and transactions have been eliminated.
Additionally, the accompanying consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, the consolidated financial statements reflect all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial results as of and for the periods presented.
Principles of Consolidation : Under the investment company rules and regulations pursuant to ASC Topic 946, WhiteHorse Finance is precluded from consolidating any entity other than another investment company. As provided under ASC Topic 946, WhiteHorse Finance generally consolidates any investment company when it owns 100% of its partners’ or members’ capital or equity units. The Company does not consolidate its investment in STRS JV. See further description in Note 4.
23
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
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.
Investments are measured at fair value as determined in good faith by the Investment Adviser’s investment committee (the “Investment Committee”), generally on a quarterly basis, and such valuations are reviewed by the audit committee of the Company’s board of directors and ultimately approved by the Company’s 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 Company’s 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 to be more volatile than those of comparable U.S. companies or U.S. government securities.
24
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Revenue Recognition : The Company’s revenue recognition policies are as follows:
Sales : Realized gains or losses on the sales of investments are calculated by using the specific identification method.
Investment Income : Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. The Company may also receive closing, commitment, prepayment, amendment and other fees from portfolio companies in the ordinary course of business.
Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Closing fees associated with investments in portfolio companies are deferred and recognized as interest income over the respective terms of the applicable loans. Upon the prepayment of a loan or debt security, any unamortized loan closing fees are recorded as part of interest income. Commitment fees are based upon the undrawn portion committed by the Company and are recorded as interest income on an accrual basis. Prepayment, amendment and other fees are recognized when earned, generally when such fees are receivable, and are included in fee income on the consolidated statements of operations.
The Company may invest in loans that contain a PIK interest rate provision. PIK interest is accrued at the contractual rates and added to loan principal on the reset dates to the extent such amounts are expected to be collected.
Non-accrual loans : Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected. The Company may conclude that non-accrual status is not required if the loan has sufficient collateral value and is in the process of collection. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.
Cash and Cash Equivalents : Cash and cash equivalents include cash, deposits with financial institutions, and short-term liquid investments in money market funds with original maturities of three months or less.
Restricted Cash and Cash Equivalents : Restricted cash and cash equivalents include amounts that are collected and held by the trustee appointed as custodian of the assets securing the Credit Facility (as defined in Note 6). Restricted cash is held by the trustee for the payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Restricted cash that represents interest or fee income is transferred to unrestricted cash accounts by the trustee generally once a quarter after the payment of operating expenses and amounts due under the Credit Facility.
Offering Costs : The Company may incur legal, accounting, regulatory, investment banking and other costs in relation to equity offerings. Offering costs are deferred and charged against paid-in capital in excess of par on completion of the related offering.
Deferred Financing Costs : Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts are amortized and are included in interest expense in the consolidated statements of operations over the estimated life of the borrowings. Deferred financing costs are presented in 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
25
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
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, 2022 and December 31, 2021.
Penalties or interest that may be assessed related to any income taxes would be classified as general and administrative expenses on the consolidated statements of operations. The Company had no amounts accrued for interest or penalties as of March 31, 2022 or December 31, 2021. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company’s tax returns are subject to examination by federal, state and local taxing authorities. Because many types of transactions are susceptible to varying interpretations under U.S. federal and state income tax laws and regulations, the amounts reported in the accompanying consolidated financial statements may be subject to change at a later date by the respective taxing authorities. Tax returns for each of the federal tax years since 2018 remain subject to examination by the Internal Revenue Service.
As of March 31, 2022 and December 31, 2021, the cost of investments for federal income tax purposes was $800,053 and $835,502 resulting in net unrealized appreciation of $319 and gross unrealized depreciation of $16,293, respectively. This is comprised of gross unrealized appreciation of $14,763 and $10,770, and gross unrealized depreciation of $14,444 and $27,062, on a tax basis, as of March 31, 2022 and December 31, 2021, respectively.
Dividends and Distributions : Dividends and distributions to common stockholders are recorded on the ex-dividend date. Quarterly distribution payments are determined by the Company’s board of directors and are paid from taxable earnings estimated by management and may include a return of capital and/or capital gains. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company maintains an “opt out” dividend reinvestment plan (“DRIP”) for common stockholders. As a result, if the Company declares a distribution or other dividend, stockholders’ cash distributions will be automatically reinvested in additional shares of common stock, unless they specifically “opt out” of the DRIP so as to receive cash distributions.
Earnings per Share : The Company calculates earnings per share as earnings available to stockholders divided by the weighted average number of shares outstanding during the period.
Risks and Uncertainties : In the normal course of business, the Company encounters primarily two significant types of economic risks: credit and market. Credit risk is the risk of default on the Company’s investments that result from an issuer’s, borrower’s or derivative counterparty’s inability or unwillingness to make contractually required payments. 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.
26
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Reclassifications : Certain amounts in the consolidated financial statements have been reclassified. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations or cash flows as previously reported.
Recent Accounting Pronouncements : In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met. The guidance is effective from March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 on its consolidated financial statements.
NOTE 3 - FORWARD CURRENCY CONTRACTS
The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.
The Company utilizes forward foreign currency exchange contracts to protect itself against fluctuations in exchange rates. The Company may choose to renew contracts quarterly unless otherwise settled by the Company or the counterparty.
The following table provides a breakdown of our forward currency contracts for the three months ended March 31, 2022 and 2021:
For the three months ended
For the three months ended
March 31, 2022
March 31, 2021
Realized gain (loss) on forward currency contracts
$
—
$
—
Unrealized appreciation (depreciation) on forward currency contracts
(4)
(1)
Total net realized and unrealized gains (losses) on forward currency contracts
$
(4)
$
(1)
The value associated with unrealized loss on open contracts is included in unrealized appreciation or depreciation on forward currency contracts within the consolidated statements of assets and liabilities. Open contracts as of March 31, 2022 were as follows:
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized
appreciation
Unrealized
depreciation
Morgan Stanley
C$
400 CAD
$
317 USD
4/28/22
$
—
$
(4)
Total
$
—
$
(4)
The following table is a summary of the average USD notional exposure to foreign currency forward contracts for the three months ended March 31, 2022 and 2021:
Three months ended March 31,
Average USD notional outstanding
2022
2021
Forward currency contracts
$
228,630
$
44,093
27
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period. The value associated with unrealized gain or loss on open contracts is included in unrealized appreciation or depreciation on forward currency contracts within the consolidated statements of assets and liabilities.
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation or depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of March 31, 2022.
As of March 31, 2022
Counterparty ($ in thousands)
Derivative Assets
Subject to Master
Netting Agreement
Derivative
Liabilities Subject
to Master Netting
Agreement
Derivatives
Available for
Offset
Non-cash
Collateral
Received
Non-cash
Collateral
Pledged (1)
Cash Collateral
Received (1)
Cash Collateral
Pledged (1)
Net Amount of
Derivative
Assets (2)
Net Amount of
Derivative
Liabilities (3)
Morgan Stanley
$
—
$
4
$
—
$
—
$
—
$
—
$
—
$
—
$
4
Total
$
—
$
4
$
—
$
—
$
—
$
—
$
—
$
—
$
4
(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.
As of December 31, 2021, the Company did not have any outstanding derivative instruments.
NOTE 4 - INVESTMENTS
Investments consisted of the following:
As of March 31, 2022
As of December 31, 2021
Amortized Cost
Fair Value
Amortized Cost
Fair Value
First lien secured loans
$
646,969
$
648,770
$
709,318
$
697,232
Second lien secured loans
24,483
23,780
25,484
23,650
Subordinated unsecured loans
167
167
167
167
Subordinated Note to STRS JV
80,000
80,000
60,000
60,000
Equity (excluding STRS JV)
26,632
26,878
21,991
22,552
Equity in STRS JV
20,000
20,776
15,000
15,607
Total
$
798,251
$
800,371
$
831,960
$
819,208
28
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The following table shows the portfolio composition by industry grouping at fair value:
Industry ($ in thousands)
As of March 31, 2022
As of December 31, 2021
Advertising
$
208
0.0
%
$
9,738
1.3
%
Air Freight & Logistics
17,082
2.4
21,379
2.9
Application Software
22,904
3.3
22,590
3.0
Asset Management & Custody Banks
10,087
1.4
—
—
Automotive Retail
14,980
2.1
15,286
2.1
Broadcasting
8,035
1.1
8,027
1.1
Building Products
28,409
4.1
44,184
5.9
Cable & Satellite
14,475
2.1
14,526
2.0
Commodity Chemicals
15,337
2.2
15,172
2.0
Construction & Engineering
7,051
1.0
11,086
1.5
Construction Materials
8,052
1.2
7,673
1.0
Consumer Finance
8,495
1.2
9,628
1.3
Data Processing & Outsourced Services
42,420
6.1
32,864
4.4
Department Stores
13,538
1.9
13,538
1.8
Distributors
4,028
0.6
4,025
0.5
Diversified Chemicals
14,732
2.1
18,360
2.5
Diversified Support Services
11,658
1.7
11,618
1.6
Education Services
13,561
1.9
13,398
1.8
Electric Utilities
10,290
1.5
10,296
1.4
Electronic Equipment & Instruments
—
—
6,687
0.9
Environmental & Facilities Services
21,858
3.1
32,998
4.4
Health Care Facilities
10,750
1.5
25,576
3.4
Health Care Services
50,289
7.2
58,055
7.8
Health Care Supplies
22,019
3.1
—
—
Heavy Electrical Equipment
11,102
1.6
11,088
1.5
Home Furnishings
23,900
3.4
24,017
3.2
Household Products
11,640
1.7
11,773
1.6
Industrial Machinery
667
0.1
—
—
Interactive Media & Services
20,164
2.9
20,157
2.7
Internet & Direct Marketing Retail
41,559
5.9
45,668
6.1
Investment Banking & Brokerage
19,557
2.8
19,603
2.6
IT Consulting & Other Services
15,793
2.3
19,162
2.6
Leisure Facilities
22,310
3.2
22,142
3.0
Leisure Products
6,297
0.9
3,072
0.4
Life Sciences Tools & Services
4,902
0.7
4,925
0.7
Office Services & Supplies
21,924
3.1
20,921
2.8
Other Diversified Financial Services
3,490
0.5
3,492
0.5
Packaged Foods & Meats
10,907
1.6
10,862
1.5
Personal Products
12,125
1.7
12,260
1.6
Real Estate Operating Companies
—
—
5,431
0.7
Research & Consulting Services
32,186
4.6
23,822
3.2
Specialized Consumer Services
36,824
5.3
36,225
4.9
Specialized Finance (1)
—
—
—
—
Systems Software
18,919
2.7
19,160
2.6
Technology Hardware, Storage & Peripherals
15,071
2.2
23,117
3.1
Total (1)
$
699,595
100.0
%
$
743,601
100.0
%
(1) Excludes investments in STRS JV.
29
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
As of March 31, 2022, the portfolio companies underlying the investments are all located in the United States and its territories, except for JZ Capital Partners Ltd., which is domiciled in Guernsey, and Arcole Acquisition Corp and Trimlite Buyer, LLC, which are domiciled in Canada. As of March 31, 2022 and December 31, 2021, the weighted average remaining term of the Company’s debt investments, excluding non-accrual investments, were approximately 3.6 years and 3.8 years, respectively.
As of March 31, 2022 there were no loans on non-accrual status. As of December 31, 2021, the total fair value of non-accrual loans was $10,046.
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, 2022:
Dividends and
Beginning
Net Change in
Ending Fair
interest
Fair Value at
Net
Unrealized
Value at
Type of
included in
December 31,
Realized
Appreciation
March 31,
Affiliated Person (1)
Asset
income
2021
Purchases
Sales
Gain (Loss)
(Depreciation)
2022
Non-controlled affiliates
Arcole Holding Corporation
Equity
$
131
$
6,874
$
—
$
—
$
—
$
171
$
7,045
PlayMonster LLC
First Lien Secured Revolving Loan
10
—
1,519
(475)
—
—
1,044
Playmonster Group LLC
First Lien Secured Loan
50
—
2,985
—
—
—
2,985
Playmonster Group Equity, Inc. (d/b/a PlayMonster LLC)
Preferred Equity
—
—
3,600
—
—
(1,332)
2,268
Playmonster Group Equity, Inc. (d/b/a PlayMonster LLC)
Common Equity
—
—
460
—
—
(460)
—
Total Non-controlled affiliates
$
191
$
6,874
$
8,564
$
(475)
$
—
$
(1,621)
$
13,342
Controlled affiliates
WHF STRS Ohio Senior Loan Fund LLC*
Subordinated Note
$
1,127
$
60,000
$
20,000
$
—
$
—
$
—
$
80,000
WHF STRS Ohio Senior Loan Fund LLC*
Equity
1,424
15,607
5,000
—
—
169
20,776
Total Controlled affiliates
$
2,551
$
75,607
$
25,000
$
—
$
—
$
169
$
100,776
*
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.
30
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
On January 24, 2022, as part of a restructuring agreement between the Company and PlayMonster LLC, the Company’s first lien secured term loan and delayed draw loan investments to PlayMonster LLC, with a total cost basis of $7,045, converted into a new first lien secured term loan, preferred stock and common stock of Playmonster Group LLC.
The following table presents the schedule of investments in and advances to affiliated and controlled persons (as defined by the 1940 Act) as of and for the year ended December 31, 2021.
Dividends and
Beginning Fair
Net Change in
Ending Fair
interest
Value at
Net
Unrealized
Value at
Type of
included in
December 31,
Realized
Appreciation
December 31,
Affiliated Person (1)
Asset
income
2020
Purchases
Sales
Gain (Loss)
(Depreciation)
2021
Non-controlled affiliates
Arcole Holding Corporation
Equity
$
897
$
6,448
$
—
$
—
$
—
$
426
$
6,874
NMFC Senior Loan Program I LLC Units
Equity
293
9,269
—
(10,000)
—
731
—
Total Non-controlled affiliates
$
1,190
$
15,717
$
—
$
(10,000)
$
—
$
1,157
$
6,874
Controlled affiliates
WHF STRS Ohio Senior Loan Fund LLC*
Subordinated Note
$
3,307
$
41,073
$
18,927
$
—
$
—
$
—
$
60,000
WHF STRS Ohio Senior Loan Fund LLC*
Equity
4,907
10,167
4,732
—
—
708
15,607
Total Controlled affiliates
$
8,214
$
51,240
$
23,659
$
—
$
—
$
708
$
75,607
*
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 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.
31
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
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 committed to provide up to $125,000 of subordinated notes and equity to STRS JV, with STRS Ohio providing up to $50,000 and the Company providing up to $75,000, respectively. In July 2019, STRS JV formally launched operations. STRS JV invests primarily in lower middle market, senior secured debt facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest rate based on a risk-free index rate such as LIBOR and have a term of three to six years.
In February 2022, the Company increased its capital commitment to the STRS JV in the amount of an additional $25,000, which brings the Company’s total capital commitment to $100,000, comprised of $80,000 of subordinated notes and $20,000 of LLC equity interests. In connection with this increase in the Company’s capital commitment, the Company and STRS Ohio’s amended economic ownership in the STRS JV is approximately 66.67% and 33.33%, respectively.
As of March 31, 2022 and December 31, 2021, STRS JV had total assets of $332,239 and $273,523, respectively. STRS JV’s portfolio consisted of debt investments in 33 and 28 portfolio companies as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the largest investment by aggregate principal amount (including any unfunded commitments) in a single portfolio company in STRS JV’s portfolio was $20,086 and $23,483, respectively. The five largest investments in portfolio companies by fair value in STRS JV totaled $79,609 and $83,057 as of March 31, 2022 and December 31, 2021, respectively. STRS JV invests in portfolio companies in the same industries in which the Company may directly invest.
The Company provides capital to STRS JV in the form of LLC equity interests and through interest-bearing subordinated notes. As of March 31, 2022, the Company and STRS Ohio owned 66.67% and 33.33%, respectively, of the LLC equity interests of STRS JV. As of December 31, 2021, the Company and STRS Ohio owned 60% and 40%, respectively, of the LLC equity interests of STRS JV. The Company’s investment in STRS JV consisted of equity contributions of $20,000 and $15,000 and advances of the subordinated notes of $80,000 and $60,000 as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $20,000 and $80,000, respectively, both of which were fully funded. As of December 31, 2021, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, respectively, both of which were fully funded.
The Company and STRS Ohio each appoint two members to STRS JV’s four-person board of managers. All material decisions with respect to STRS JV, including those involving its investment portfolio, require unanimous approval of a quorum of the board of managers. Quorum is defined as (i) the presence of two members of the board of managers; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of managers; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; or (iii) the presence of four members of the board of managers; provided that two individuals are present that were elected, designated or appointed by each member.
On July 19, 2019, STRS JV entered into a $125,000 credit and security agreement (the “STRS JV Credit Facility”) with JPMorgan Chase Bank, National Association (“JPMorgan”). On January 27, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, increase the size of the STRS JV Credit Facility from $125,000 to $175,000. On April 28, 2021, the terms of the STRS JV Credit Facility were amended and restated to, among other things, enable borrowings in British Pounds or Euros. On July 15, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, allow STRS JV to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from January 19, 2022 to January 19, 2023, extend the end of the reinvestment period from July 19, 2022 to July 19, 2023 and extend the scheduled termination date from July 19, 2024, to July 19, 2025.
32
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
On March 11, 2022, the terms of the STRS JV Credit Facility were further amended to, among other things, (i) permanently increase STRS Credit’s availability under the Credit Facility from $175,000 to $225,000, (ii) increase the minimum funding amount from $131,250 to $168,750, and (iii) apply an annual interest rate equal to the applicable SOFR plus 2.50% to USD borrowings greater than $175,000 in the Credit Facility.
As of March 31, 2022, the STRS JV Credit Facility had $225,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a risk-free index rate such as LIBOR, Sterling Overnight Index Average (“SONIA”) or CDOR plus 2.35% for borrowings up to $175,000 and SOFR plus 2.50% for USD borrowings above $175,000. The final maturity date of the STRS JV Credit Facility is July 19, 2025. As of March 31, 2022, STRS JV had $180,065 of outstanding borrowings and an effective interest rate of 2.9% per annum under the STRS JV Credit Facility.
As of December 31, 2021, the STRS JV Credit Facility had $175,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a risk-free index rate such as LIBOR, SONIA or CDOR plus 2.35%. As of December 31, 2021, STRS JV had $146,782 of outstanding borrowings and an effective interest rate of 2.5% per annum under the STRS JV Credit Facility.
33
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Below is a listing of STRS JV’s individual investments as of March 31, 2022:
Issuer
Investment Type (1)
Floor
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
I&I Sales Group, LLC (d/b/a Avision Sales Group)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.01%
02/18/22
12/15/26
9,263
$
9,088
$
9,095
I&I Sales Group, LLC (d/b/a Avision Sales Group) (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.01%
03/11/22
12/15/26
395
388
390
I&I Sales Group, LLC (d/b/a Avision Sales Group)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.01%
02/18/22
12/15/26
—
—
—
9,476
9,485
Air Freight & Logistics
ITS Buyer Inc.
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
02/17/22
06/15/26
3,606
3,539
3,538
ITS Buyer Inc.
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
02/17/22
06/15/26
—
—
—
3,539
3,538
Application Software
MEP-TS Midco, LLC (d/b/a Tax Slayer)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
01/21/21
12/31/26
13,455
13,226
13,388
MEP-TS Midco, LLC (d/b/a Tax Slayer)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
01/21/21
12/31/26
—
—
19
13,226
13,407
Building Products
Drew Foam Companies Inc
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.01%
11/09/20
11/05/25
14,378
14,168
14,337
14,168
14,337
Construction & Engineering
Road Safety Services, Inc.
First Lien Secured Term Loan
1.00%
SF+ 6.50%
7.50%
12/31/19
03/18/25
8,669
8,559
8,552
Tensar Corporation
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.76%
11/24/20
08/20/25
6,913
6,789
7,051
15,348
15,603
Data Processing & Outsourced Services
Geo Logic Systems Ltd. (7)
First Lien Secured Term Loan
1.00%
C+ 6.50%
7.71%
01/22/20
12/19/24
20,496
15,682
16,237
Geo Logic Systems Ltd. (7)
First Lien Secured Revolving Loan
1.00%
C+ 6.50%
7.71%
01/22/20
12/19/24
—
—
2
15,682
16,239
Diversified Support Services
Quest Events, LLC (10)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.51% (7.01% Cash + 0.50% PIK)
07/19/19
12/28/24
11,955
11,847
9,803
Quest Events, LLC (10)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.01% (6.51% Cash + 0.50% PIK)
07/19/19
12/28/24
935
926
767
12,773
10,570
Electronic Equipment & Instruments
LMG Holdings, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.51%
06/28/21
04/30/26
13,569
13,343
13,357
LMG Holdings, Inc.
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.51%
06/28/21
04/30/26
—
—
1
13,343
13,358
Environmental & Facilities Services
Juniper Landscaping Holdings LLC
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
03/01/22
12/29/26
11,391
11,201
11,192
Juniper Landscaping Holdings LLC (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
03/01/22
12/29/26
—
—
(2)
Juniper Landscaping Holdings LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
03/01/22
12/29/26
—
—
(1)
WH Lessor Corp. (d/b/a Waste Harmonics, LLC)
First Lien Secured Term Loan
1.00%
L+ 5.59%
6.59%
01/22/20
12/26/24
7,528
7,433
7,515
WH Lessor Corp. (d/b/a Waste Harmonics, LLC)
First Lien Secured Revolving Loan
1.00%
L+ 5.59%
6.59%
01/22/20
12/26/24
—
—
6
18,634
18,710
34
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (4)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (5)
Industrial Machinery
FR Flow Control CB LLC
First Lien Secured Term Loan B
1.00%
SF+ 5.50%
6.50%
07/19/19
06/28/26
6,815
$
6,732
$
6,815
BLP Buyer, Inc. (d/b/a Bishop Lifting Products, Inc.)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
02/18/22
02/01/27
8,250
8,090
8,090
BLP Buyer, Inc. (d/b/a Bishop Lifting Products, Inc.)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
02/18/22
02/01/27
274
269
269
Pennsylvania Machine Works, LLC (d/b/a Penn Western)
First Lien Secured Term Loan
1.00%
SF+ 6.25%
7.25%
03/25/22
03/08/27
6,960
6,857
6,856
21,948
22,030
Internet & Direct Marketing Retail
Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.51%
07/19/19
07/01/25
19,105
18,864
19,105
Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.51%
07/19/19
07/01/25
—
—
11
18,864
19,116
Investment Banking & Brokerage
TOUR Intermediate Holdings, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
05/19/20
05/15/25
7,333
7,246
7,333
TOUR Intermediate Holdings, LLC
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
05/19/20
05/15/25
2,579
2,564
2,579
9,810
9,912
IT Consulting & Other Services
Cennox Holdings Limited (d/b/a Cennox) (8)
First lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
07/16/21
05/04/26
2,858
3,883
3,727
Cennox Holdings Limited (d/b/a Cennox) (8)
First lien Secured Revolving Loan
1.00%
L+ 6.00%
7.01%
07/16/21
05/04/26
863
1,175
1,127
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.26%
01/27/21
12/31/26
11,236
11,055
11,119
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC) (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.25%
7.26%
01/27/21
12/31/26
—
—
(8)
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC) (6)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
01/27/21
12/31/26
1,102
1,085
1,093
Turnberry Solutions, Inc.
First Lien Secured Term Loan
1.00%
SF+ 6.00%
7.00%
08/10/21
09/02/26
6,134
6,026
6,036
Turnberry Solutions, Inc.
First Lien Secured Revolving Loan
3.50%
P+ 5.00%
8.50%
08/10/21
09/02/26
86
85
86
23,309
23,180
Leisure Products
Unleashed Brands, LLC (d/b/a Unleashed Brands Group)
First Lien Secured Term Loan
1.00%
L+ 5.50%
6.50%
11/30/21
11/19/26
3,887
3,850
3,857
Unleashed Brands, LLC (d/b/a Unleashed Brands Group) (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 5.50%
6.50%
11/30/21
11/19/26
5,133
5,085
5,097
Unleashed Brands, LLC (d/b/a Unleashed Brands Group)
First Lien Secured Revolving Loan
1.00%
L+ 5.50%
6.50%
11/30/21
11/19/26
—
—
1
8,935
8,955
Packaged Foods & Meats
Mikawaya Holdings, LLC (aka MyMo)
First Lien Secured Term Loan
1.25%
L+ 5.50%
6.75%
02/18/20
01/29/25
3,018
2,984
3,018
Poultry Holdings LLC (HPP)
First Lien Secured Term Loan
1.00%
SF+ 7.25%
8.25% (6.75% Cash + 1.50% PIK)
10/21/19
06/28/25
7,226
7,146
6,648
Stella & Chewy's LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
12/29/20
12/16/25
5,313
5,233
4,967
Stella & Chewy's LLC (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.75%
7.75%
12/29/20
12/16/25
1,889
1,873
1,692
Westrock Coffee Company, LLC
First Lien Secured Term Loan
1.50%
L+ 8.50%
10.00% (9.75% Cash + 0.25% PIK)
03/20/20
02/28/25
9,053
8,987
8,963
26,223
25,288
Personal Products
Sunless, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.01%
10/21/19
08/13/24
3,715
3,654
3,715
Sunless, Inc. (6)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.01%
10/21/19
08/13/24
—
—
13
3,654
3,728
Pharmaceuticals
Meta Buyer LLC (d/b/a Metagenics, Inc.) (9)
First Lien Secured Term Loan
1.00%
E + 6.00%
7.00%
12/16/21
11/01/27
12,380
13,714
13,436
Meta Buyer LLC (d/b/a Metagenics, Inc.)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
12/16/21
11/01/27
989
970
970
Meta Buyer LLC (d/b/a Metagenics, Inc.)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
12/16/21
11/01/27
266
261
261
Meta Buyer LLC (d/b/a Metagenics, Inc.)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
12/16/21
11/01/27
251
247
245
15,192
14,912
35
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (4)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (5)
Real Estate Operating Companies
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
12/28/21
10/19/26
9,726
$
9,548
$
9,536
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.25%
7.25%
02/18/22
10/19/26
766
757
754
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
02/18/22
10/19/26
163
160
158
10,465
10,448
Real Estate Services
NPAV Lessor Corp. (d/b/a Nationwide Property & Appraisal Services, LLC)
First Lien Secured Term Loan
1.00%
SF+ 6.00%
7.00%
03/01/22
01/21/27
8,991
8,817
8,816
NPAV Lessor Corp. (d/b/a Nationwide Property & Appraisal Services, LLC)
First Lien Secured Revolving Loan
1.00%
SF+ 6.00%
7.00%
03/01/22
01/21/27
—
—
—
8,817
8,816
Research & Consulting Services
E-Phoenix Acquisition Co. Inc. (d/b/a Integreon, Inc.)
First Lien Secured Term Loan
1.00%
L+ 5.50%
6.51%
07/15/21
06/23/27
8,933
8,834
8,933
8,834
8,933
Systems Software
IDIG Parent, LLC (d/b/a IDIQ)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
06/25/21
12/15/26
8,461
8,387
8,461
IDIG Parent, LLC (d/b/a IDIQ)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
09/21/21
12/15/26
1,407
1,395
1,407
IDIG Parent, LLC (d/b/a IDIQ)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
06/25/21
12/15/26
—
—
5
9,782
9,873
Technology Hardware, Storage & Peripherals
PS Lightwave, Inc.
First Lien Secured Term Loan
1.50%
L+ 6.75%
8.25%
05/19/20
03/10/25
7,284
7,194
7,229
Source Code Holdings, LLC (d/b/a Source Code Corporation)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
08/10/21
07/30/27
15,220
14,948
14,993
Source Code Holdings, LLC (d/b/a Source Code Corporation) (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
08/10/21
07/30/27
—
—
13
22,142
22,235
Trading Companies & Distributors
LINC Systems, LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.66%
06/22/21
02/24/26
10,109
9,937
10,089
LINC Systems, LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.66%
06/22/21
02/24/26
—
—
11
9,937
10,100
Total Investments
$
314,101
$
312,773
Forward Currency Contracts
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized
appreciation
Unrealized
depreciation
Morgan Stanley
C$
768 CAD
$
1,711 USD
4/28/22
$
—
$
(7)
Morgan Stanley
£
582 GBP
$
446 USD
4/28/22
13
—
Morgan Stanley
€
331 EUR
$
657 USD
4/28/22
11
—
Total
$
24
$
(7)
(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, SOFR, CDOR, Canada Prime or Prime. The one, three and six-month LIBOR were 0.45%, 0.96% and 1.47%, respectively, as of March 31, 2022. The three month Euro Interbank Offered Rate (“EurIBOR” or “E”) and six-month GBP LIBOR were (0.46)% and 1.47%, respectively, as of March 31, 2022. The SOFR, CDOR, Canada Prime and Prime were 0.29%, 1.26%, 2.70% and 3.50%, respectively, as of March 31, 2022.
(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.
36
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
(4) Except as otherwise noted, all of the STRS JV’s portfolio company investments, which as of the date of the portfolio represented 1,004% of STRS JV’s net assets or 94% 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 amount is denominated in Canadian dollars and the issuer is domiciled in Canada.
(8) Principal amount is denominated in British Pounds and the issuer is domiciled in the United Kingdom.
(9) Principal amount is denominated in Euros.
(10) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 7.00% PIK.
37
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Below is a listing of STRS JV’s individual investments as of December 31, 2021:
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (4)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (5)
North America
Debt Investments
Application Software
MEP-TS Midco, LLC (d/b/a Tax Slayer)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
01/21/21
12/31/26
13,490
$
13,247
$
13,490
%
MEP-TS Midco, LLC (d/b/a Tax Slayer)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
01/21/21
12/31/26
—
—
28
13,247
13,518
Building Products
Drew Foam Companies Inc
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
11/09/20
11/05/25
7,207
7,096
7,183
LHS Borrower, LLC (d/b/a Leaf Home, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
10/09/20
09/30/25
9,506
9,345
9,416
LHS Borrower, LLC (d/b/a Leaf Home, LLC)
First Lien Secured Revolving Loan
1.00%
L+ 6.75%
7.75%
10/09/20
09/30/25
—
—
4
16,441
16,603
Construction & Engineering
Road Safety Services, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
12/31/19
03/18/25
6,427
6,340
6,405
Road Safety Services, Inc.
First Lien Secured Revolving Loan
3.25%
P+ 5.50%
8.75%
12/31/19
09/18/23
496
489
501
Tensar Corporation
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
11/24/20
08/20/25
6,930
6,797
7,069
13,626
13,975
Data Processing & Outsourced Services
Geo Logic Systems Ltd. (7)
First Lien Secured Term Loan
1.00%
C+ 6.50%
7.50%
01/22/20
12/19/24
20,632
15,766
16,156
Geo Logic Systems Ltd. (7)
First Lien Secured Revolving Loan
1.00%
C+ 6.50%
7.50%
01/22/20
12/19/24
—
—
4
15,766
16,160
Diversified Support Services
Quest Events, LLC (10)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
07/19/19
12/28/24
11,966
11,848
9,729
Quest Events, LLC (10)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
07/19/19
12/28/24
935
925
760
12,773
10,489
Electronic Equipment & Instruments
LMG Holdings, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
06/28/21
04/30/26
6,802
6,680
6,687
LMG Holdings, Inc.
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
06/28/21
04/30/26
—
—
—
6,680
6,687
Environmental & Facilities Services
WH Lessor Corp. (d/b/a Waste Harmonics, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
01/22/20
12/26/24
6,870
6,780
6,866
WH Lessor Corp. (d/b/a Waste Harmonics, LLC)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
01/22/20
12/26/24
—
—
6
6,780
6,872
Industrial Machinery
FR Flow Control CB LLC
First Lien Secured Term Loan B
1.00%
L+ 5.50%
6.50%
07/19/19
06/28/26
6,815
6,727
6,815
6,727
6,815
Internet & Direct Marketing Retail
Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
07/19/19
07/01/25
15,342
15,153
15,342
Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)
First Lien Secured Revolving Loan
1.00%
L+ 6.50%
7.50%
07/19/19
07/01/25
—
—
11
15,153
15,353
Investment Banking & Brokerage
TOUR Intermediate Holdings, LLC
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
05/19/20
05/15/25
7,438
7,343
7,438
TOUR Intermediate Holdings, LLC
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
05/19/20
05/15/25
2,616
2,600
2,616
9,943
10,054
38
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (4)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (5)
IT Consulting & Other Services
Cennox, Inc. (d/b/a Cennox)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
06/28/21
05/04/26
8,525
$
8,365
$
8,438
%
Cennox, Inc. (d/b/a Cennox)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
06/28/21
05/04/26
8,915
8,755
8,915
Cennox, Inc. (d/b/a Cennox)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
06/28/21
05/04/26
561
551
569
Cennox Holdings Limited (d/b/a Cennox) (8)
First lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
07/16/21
05/04/26
2,866
3,889
3,877
Cennox Holdings Limited (d/b/a Cennox) (8)
First lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
07/16/21
05/04/26
864
1,173
1,169
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
01/27/21
12/31/26
11,264
11,074
11,151
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC) (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.25%
7.25%
01/27/21
12/31/26
—
—
(5)
RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC) (6)
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
01/27/21
12/31/26
818
804
814
Turnberry Solutions, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
08/10/21
09/02/26
5,791
5,689
5,684
Turnberry Solutions, Inc.
First Lien Secured Revolving Loan
3.25%
P+ 5.00%
8.25%
08/10/21
09/02/26
86
84
85
40,384
40,697
Leisure Products
Unleashed Brands, LLC (d/b/a Unleashed Brands Group)
First Lien Secured Term Loan
1.00%
L+ 5.50%
6.50%
11/30/21
11/19/26
3,887
3,848
3,848
Unleashed Brands, LLC (d/b/a Unleashed Brands Group) (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 5.50%
6.50%
11/30/21
11/19/26
5,133
5,083
5,082
Unleashed Brands, LLC (d/b/a Unleashed Brands Group)
First Lien Secured Revolving Loan
1.00%
L+ 5.50%
6.50%
11/30/21
11/19/26
—
—
—
8,931
8,930
Packaged Foods & Meats
Mikawaya Holdings, LLC (aka MyMo)
First Lien Secured Term Loan
1.25%
L+ 5.50%
6.75%
02/18/20
01/29/25
3,026
2,988
3,026
Poultry Holdings LLC (HPP)
First Lien Secured Term Loan
1.00%
L+ 7.25%
8.25% (6.75% Cash + 1.50% PIK)
10/21/19
06/28/25
7,770
7,676
6,993
Stella & Chewy's LLC
First Lien Secured Term Loan
1.00%
L+ 6.75%
7.75%
12/29/20
12/16/25
5,313
5,228
4,967
Stella & Chewy's LLC (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.75%
7.75%
12/29/20
12/16/25
1,893
1,877
1,697
Westrock Coffee Company, LLC
First Lien Secured Term Loan
1.50%
L+ 8.50%
10.00% (9.75% Cash + 0.25% PIK)
03/20/20
02/28/25
9,105
9,033
8,923
26,802
25,606
Personal Products
Sunless, Inc.
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
10/21/19
08/13/24
4,259
4,185
4,259
Sunless, Inc. (6)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
10/21/19
08/13/24
—
—
14
4,185
4,273
Pharmaceuticals
Meta Buyer LLC (d/b/a Metagenics, Inc.) (9)
First Lien Secured Term Loan
1.00%
E + 6.00%
7.00%
12/16/21
11/01/27
12,411
13,737
13,843
Meta Buyer LLC (d/b/a Metagenics, Inc.)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
12/16/21
11/01/27
991
972
972
Meta Buyer LLC (d/b/a Metagenics, Inc.)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
12/16/21
11/01/27
—
—
—
Meta Buyer LLC (d/b/a Metagenics, Inc.)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
12/16/21
11/01/27
251
246
246
14,955
15,061
Real Estate Operating Companies
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
12/28/21
10/19/26
4,875
4,781
4,780
4,781
4,780
Research & Consulting Services
E-Phoenix Acquisition Co. Inc. (d/b/a Integreon, Inc.)
First Lien Secured Term Loan
1.00%
L+ 5.75%
6.75%
07/15/21
06/23/27
8,955
8,852
8,901
8,852
8,901
39
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Issuer
Investment Type (1)
Floor
Spread
Above
Index (2)
Interest
Rate (3)
Acquisition
Date (4)
Maturity
Date
Principal/
Share
Amount
Amortized
Cost
Fair
Value (5)
Systems Software
IDIG Parent, LLC (d/b/a IDIQ)
First Lien Secured Term Loan
1.00%
L+ 6.00%
7.00%
06/25/21
12/15/26
8,482
$
8,404
$
8,482
%
IDIG Parent, LLC (d/b/a IDIQ)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.00%
7.00%
09/21/21
12/15/26
1,411
1,397
1,411
IDIG Parent, LLC (d/b/a IDIQ)
First Lien Secured Revolving Loan
1.00%
L+ 6.00%
7.00%
06/25/21
12/15/26
—
—
5
9,801
9,898
Technology Hardware, Storage & Peripherals
PS Lightwave, Inc.
First Lien Secured Term Loan
1.50%
L+ 6.75%
8.25%
05/19/20
03/10/25
7,304
7,207
7,230
PS Lightwave, Inc. (6)
First Lien Secured Delayed Draw Loan
1.50%
L+ 6.75%
8.25%
05/19/20
03/10/25
—
—
5
Source Code Holdings, LLC (d/b/a Source Code Corporation)
First Lien Secured Term Loan
1.00%
L+ 6.50%
7.50%
08/10/21
07/30/27
7,629
7,487
7,489
Source Code Holdings, LLC (d/b/a Source Code Corporation) (6)
First Lien Secured Delayed Draw Loan
1.00%
L+ 6.50%
7.50%
08/10/21
07/30/27
—
—
1
14,694
14,725
Trading Companies & Distributors
LINC Systems, LLC
First Lien Secured Term Loan
1.00%
L+ 6.25%
7.25%
06/22/21
02/24/26
10,135
9,951
10,101
LINC Systems, LLC
First Lien Secured Revolving Loan
1.00%
L+ 6.25%
7.25%
06/22/21
02/24/26
—
—
12
9,951
10,113
Total Investments
$
260,472
$
259,510
%
Forward Currency Contracts
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized
appreciation
Unrealized
depreciation
Morgan Stanley
C$
856 CAD
$
692 USD
1/27/2022
$
15
$
—
Morgan Stanley
£
175 GBP
$
241 USD
1/27/2022
4
—
Total
$
19
$
—
(1) Except as noted, all investments provide collateral for the Company’s Credit Facility.
(2) The investments bear interest at a rate that may be determined by reference to LIBOR, which resets monthly, quarterly or semiannually, CDOR, or Prime. The one, three and six-month LIBOR were 0.10%, 0.21% and 0.34%, respectively, as of December 31, 2021. The one, three and six-month GBP LIBOR were 0.19%, 0.26% and 0.47%, respectively, as of December 31, 2021. The three month Euro EurIBOR, CDOR and Prime were (0.57)%, 0.52% and 3.25%, respectively, as of December 31, 2021.
(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) Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the portfolio represented 998% of the Company’s net assets or 95% of the Company’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 Company’s Credit Facility.
(7) Principal amount is denominated in Canadian dollars and the issuer is domiciled in Canada.
(8) Principal amount is denominated in British Pounds and the issuer is domiciled in the United Kingdom.
(9) Principal amount is denominated in Euros.
(10) At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 7.00% PIK.
40
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
As of March 31, 2022 and December 31, 2021, the portfolio companies underlying the STRS JV investments are all located in the United States and its territories except for Geo Logic Systems Ltd., which is domiciled in Canada, and Cennox Holdings Limited, which is domiciled in the United Kingdom. As of March 31, 2022 and December 31, 2021, STRS JV had no investments on non-accrual status. STRS JV had outstanding commitments to fund investments totaling $33,085, and $22,883 under delayed draw term loan commitments and undrawn revolvers as of March 31, 2022 and December 31, 2021, respectively.
Below is certain summarized financial information for STRS JV as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021;
Selected Balance Sheet Information ($ in thousands)
As of March 31, 2022
As of December 31, 2021
Assets
Investments, at fair value (amortized cost of $314,101 and $260,472, respectively)
$
312,773
$
259,510
Cash and cash equivalents
17,321
13,004
Interest receivable
1,703
735
Unrealized appreciation on foreign currency forward contracts
17
19
Other assets
425
255
Total assets
$
332,239
$
273,523
Liabilities
Credit facility
$
177,967
$
145,003
Note payable to members
120,000
100,000
Interest payable on credit facility
380
282
Interest payable on notes to members
1,792
1,575
Other liabilities
935
651
Total liabilities
301,074
247,511
Members’ equity
31,165
26,012
Total liabilities and members’ equity
$
332,239
$
273,523
Three Months Ended
Selected Statement of Operations Information ($ in thousands)
March 31, 2022
March 31, 2021
Interest income
$
5,911
$
4,602
Total investment income
$
5,911
$
4,602
Interest expense on credit facility
1,241
987
Interest expense on notes to members
1,792
1,198
Administrative fee
148
92
Other expenses
234
117
Total expenses
$
3,415
$
2,394
Net investment income
2,496
2,208
Net realized gains (losses) on investments and foreign currency transactions
77
(67)
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions
(48)
(50)
Net increase in net assets resulting from operations
$
2,525
$
2,091
41
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
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, 2022 and year ended December 31, 2021, there were no changes in the observability of valuation inputs that would have resulted in a reclassification of assets between any levels.
Fair value for each investment is derived using a combination of valuation methodologies that, in the judgment of the Investment Committee are most relevant to such investment, including, without limitation, being based on one or more of the following: (i) market prices obtained from market makers for which the Investment Committee has deemed there to be enough breadth (number of quotes) and depth (firm bids) to be indicative of fair value, (ii) the price paid or realized in a completed transaction or binding offer received in an arm’s-length transaction, (iii) a discounted cash flow analysis, (iv) the guideline public company method, (v) the similar transaction method or (vi) the option pricing method.
42
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of March 31, 2022:
Level 1
Level 2
Level 3
Total
First lien secured loans
$
—
$
—
$
648,770
$
648,770
Second lien secured loans
—
—
23,780
23,780
Subordinated unsecured loans
—
—
167
167
Subordinated Note to STRS JV
—
—
80,000
80,000
Equity (excluding STRS JV)
—
—
26,878
26,878
Equity in STRS JV (1)
—
—
—
20,776
Total investments
$
—
$
—
$
779,595
$
800,371
(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.
The Company’s investments in forward currency contracts, which were valued at ($4) as of March 31, 2022, are characterized in Level 2 of the hierarchy.
The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of December 31, 2021:
Level 1
Level 2
Level 3
Total
First lien secured loans
$
—
$
—
$
697,232
$
697,232
Second lien secured loans
—
—
23,650
23,650
Subordinated Note to STRS JV
—
—
167
167
Subordinated Note to STRS JV
—
—
60,000
60,000
Equity (excluding STRS JV)
—
—
22,552
22,552
Equity in STRS JV (1)
—
—
—
15,607
Total investments
$
—
$
—
$
803,601
$
819,208
(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.
The following table presents the changes in investments measured at fair value using Level 3 inputs for the three months ended March 31, 2022:
First Lien
Second Lien
Subordinated
Secured
Secured
Subordinated
Notes to STRS
Total
Loans
Loans
Notes
JV
Equity
Investments
Fair value, beginning of period
$
697,232
$
23,650
$
167
$
60,000
$
22,552
$
803,601
Funding of investments
102,923
—
—
20,000
667
123,590
Non-cash interest income
532
—
—
—
—
532
Accretion of discount
1,324
21
—
—
—
1,345
Proceeds from paydowns and sales
(145,881)
—
—
—
(110)
(145,991)
Conversions
(4,060)
—
—
—
4,060
—
Realized gains (losses)
(17,184)
(1,024)
—
—
24
(18,184)
Net unrealized (depreciation) appreciation
13,884
1,133
—
—
(315)
14,702
Fair value, end of period
$
648,770
$
23,780
$
167
$
80,000
$
26,878
$
779,595
Change in unrealized appreciation (depreciation) on investments still held as of March 31, 2022
$
757
$
107
$
—
$
—
$
(315)
$
549
43
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The following table presents the changes in investments measured at fair value using Level 3 inputs for the three months ended March 31, 2021:
First Lien
Second Lien
Subordinated
Secured
Secured
Subordinated
Notes to STRS
Total
Loans
Loans
Notes
JV
Equity
Investments
Fair value, beginning of period
$
588,580
$
27,596
$
—
$
41,073
$
23,319
$
680,568
Funding of investments
72,057
—
331
3,456
—
75,844
Non-cash interest income
493
1
—
—
—
494
Accretion of discount
2,490
71
—
—
—
2,561
Proceeds from paydowns and sales
(139,382)
(12,585)
(331)
—
—
(152,298)
Realized gains
6,316
—
—
—
—
6,316
Net unrealized (depreciation) appreciation
(7,934)
(55)
—
—
580
(7,409)
Fair value, end of period
$
522,620
$
15,028
$
—
$
44,529
$
23,899
$
606,076
Change in unrealized appreciation (depreciation) on investments still held as of March 31, 2021
$
1,433
$
1
$
—
$
—
$
580
$
2,014
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.
44
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Quantitative information about Level 3 fair value measurements is as follows:
Fair Value as of
Valuation
Unobservable
Range
Investment Type
March 31, 2022
Techniques
Inputs
(Weighted Average)
First lien secured loans
$
399,323
Discounted cash flows
Discount rate
5.4% – 22.7% (10.3%)
Exit EBITDA multiple
5.5x – 15.0x (8.7x)
89,507
Recent transaction
Transaction price
97.1 – 99.0 (97.9)
152,889
Discounted cash flows and Recent transaction
Discount rate
8.5% – 11.9% (9.6%)
Transaction price
95.8 – 98.9 (98.2)
Exit EBITDA multiple
5.5x – 11.0x (8.4x)
7,051
Expected repayment
–
–
$
648,770
Second lien secured loans
$
18,878
Discounted cash flows
Discount rate
11.6% – 22.9% (14.5%)
Exit EBITDA multiple
6.5x – 8.5x (8.0x)
4,902
Discounted cash flows and Recent transaction
Transaction price
98.6
Discount rate
10.7%
Exit EBITDA multiple
13.7x
$
23,780
Subordinated Notes
$
80,000
Enterprise value
–
–
167
Discounted cash flows and Recent transaction
Transaction price
100.0
Exit EBITDA multiple
5.5x
$
80,167
Preferred Equity
$
1,932
Similar transactions
LTM EBITDA multiple
7.9x – 10.3x (9.8x)
Discount for lack of marketability
15.0%
1,246
Discounted cash flows and Guideline public companies
Discount Rate
17.0%
Exit EBITDA Multiple
11.0x
LTM EBITDA Multiple
6.8x
NFY EBITDA Multiple
5.7x
Discount for lack of marketability
10.0%
2,268
Discounted cash flows
Discount rate
19.8%
Exit EBITDA multiple
9.0x
$
5,446
Common Equity
$
4,049
Discounted cash flows
Discount rate
14.6% – 26.0% (19.6%)
Exit EBITDA Multiple
7.5x – 11.0x (9.5x)
Discount for lack of marketability
10.0% – 15.0% (10.2%)
8,116
Discounted cash flows, Guideline public companies and Similar Transactions
Discount rate
14.0% – 16.7% (16.4%)
Exit EBITDA Multiple
8.0x – 11.0x (10.7x)
LTM EBITDA Multiple
9.3x
NFY EBITDA Multiple
8.6x
Discount for lack of marketability
10.0% – 12.5% (10.5%)
Transaction price
$1.00 per share
2,128
Similar transactions
LTM EBITDA Multiple
6.0x – 13.1x (9.0x)
Discount for lack of marketability
10.0% – 15.0% (13.8%)
1,924
Recent transaction
Transaction price
$1.00 - $801.8 ($184.8 per share)
$
16,217
Warrant
5,215
Discounted cash flows and Option-pricing method
Discount rate
25.0% – 30.0% (28.1%)
Exit EBITDA multiple
5.5x – 10.3x (7.1x)
Volatility
3.7% – 9.0% (3.8%)
Discount for lack of marketability
15.0%
$
5,215
Total Level 3 Investments
$
779,595
45
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Fair Value as of
Valuation
Unobservable
Range
Investment Type
December 31, 2021
Techniques
Inputs
(Weighted Average)
First lien secured loans
$
358,921
Discounted cash flows
Discount rate
4.5% – 21.8% (9.8%)
Exit EBITDA multiple
5.5x – 15.0x (8.3x)
209,892
Recent transaction
Transaction price
94.5 – 99.1 (97.9)
113,808
Discounted cash flows and Recent transaction
Discount rate
7.2% – 10.3% (8.6%)
Transaction price
97.5 – 98.8 (98.4)
Exit EBITDA multiple
7.0x – 11.0x (9.5x)
7,542
Guideline public companies
LTM EBITDA multiple
5.1x
7,069
Expected repayment
-
-
$
697,232
Second lien secured loans
$
18,725
Discounted cash flows
Discount rate
11.5% – 22.3% (14.2%)
Exit EBITDA multiple
6.5x – 8.5x (8.0x)
4,925
Recent transaction
Transaction price
98.5
$
23,650
Subordinated Notes
$
60,000
Enterprise value
-
-
167
Recent transaction
Transaction price
100.0
$
60,167
Preferred Equity
$
1,018
Similar transactions
LTM EBITDA multiple
9.7x
Discount for lack of marketability
15.0%
786
Discounted cash flows and Guideline public companies
Discount Rate
17.3%
Exit EBITDA Multiple
11.0x
LTM EBITDA Multiple
7.9x
NFY EBITDA Multiple
7.5x
Discount for lack of marketability
10.0%
1,007
Recent transaction
Transaction price
$1.00 – $56.30 ($47.13) per share
$
2,811
Common Equity
$
3,602
Discounted cash flows
Discount rate
13.0% – 22.7% (15.0%)
Exit EBITDA Multiple
8.6x – 10.0x (9.6x)
Discount for lack of marketability
10.0% – 15.0% (10.3%)
8,124
Discounted cash flows, Guideline public companies and Expected repayment
Discount rate
14.0% – 19.0% (18.2%)
Exit EBITDA Multiple
8.0x – 11.0x (10.5x)
NFY EBITDA Multiple
8.6x – 10.8x (8.9x)
Discount for lack of marketability
10.0%
Transaction price
$1.00 per share
2,052
Similar transactions
LTM EBITDA Multiple
6.0x – 13.4x (10.5x)
1,502
Recent transaction
Transaction price
$1.00 – $1,000.00 ($289.95) per share
$
15,280
Warrant
4,461
Discounted cash flows and Option-pricing method
Discount rate
22.7% – 29.5% (29.2%)
Exit EBITDA multiple
5.5x – 8.6x (5.9x)
Volatility
3.5% – 8.7% (3.6%)
Discount for lack of marketability
15.0%
$
4,461
Total Level 3 Investments
$
803,601
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
46
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the nature of the instrument, whether the instrument is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires a greater degree of judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.
The determination of fair value using the selected methodologies takes into consideration a range of factors including the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public and private exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment, compliance with agreed upon terms and covenants, and assessment of credit ratings of an underlying borrower. These valuation methodologies involve a significant degree of judgment to be exercised.
As it relates to investments which do not have an active public market, there is no single standard for determining the estimated fair value. Valuations of privately held investments are inherently uncertain, and they may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed.
In some cases, fair value for such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined. Consequently, fair value for each investment may be derived using a combination of valuation methodologies that, in the judgment of the investment professionals, are most relevant to such investment. The selected valuation methodologies for a particular investment are consistently applied on each measurement date. However, a change in a valuation methodology or its application from one measurement date to another is possible if the change results in a measurement that is equally or more representative of fair value in the circumstances.
The following table presents the principal amount and fair value of the Company’s borrowings as of March 31, 2022 and December 31, 2021. The fair value of the Credit Facility (as defined in Note 6) was estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if available. The fair value of the Company’s 6.00% private notes due 2023 (the “6.000% 2023 Notes”), the 5.375% private notes due 2025 (the “5.375% 2025 Notes”), the 5.375% private notes due 2026 (the “5.375% 2026 Notes”), the 4.00% notes due 2026 (the “4.000% 2026 Notes”), the 5.625% private notes due 2027 (the “5.625% 2027 Notes”), and the 4.25% private notes due 2028 (the “4.250% 2028 Notes”) were estimated using discounted future cash flows to the valuation date.
As of March 31, 2022
As of December 31, 2021
Fair
Value Level
Principal Amount Outstanding
Fair Value
Principal Amount Outstanding
Fair Value
JPM Credit Facility
3
$
283,752
$
288,461
$
291,637
$
302,147
6.000% 2023 Notes
3
30,000
30,758
30,000
31,802
5.375% 2025 Notes
3
40,000
39,544
40,000
40,687
5.375% 2026 Notes
3
10,000
9,665
10,000
10,091
4.000% 2026 Notes
3
75,000
71,374
75,000
74,957
5.625% 2027 Notes
3
10,000
9,564
10,000
10,097
4.250% 2028 Notes
3
25,000
23,127
25,000
24,861
$
473,752
$
472,493
$
481,637
$
494,642
47
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
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, 2022 and December 31, 2021, the Company’s asset coverage for borrowed amounts was 173.4% and 172.6%, respectively.
Total borrowings outstanding and available as of March 31, 2022, were as follows:
Maturity
Rate
Principal Amount Outstanding
Amortized Cost
Available
JPM Credit Facility
11/22/2025
L+2.35
%
$
283,752
$
280,798
$
51,248
6.000% 2023 Notes
8/7/2023
6.00
%
30,000
29,761
—
5.375% 2025 Notes
10/20/2025
5.375
%
40,000
39,530
—
5.375% 2026 Notes
12/4/2026
5.375
%
10,000
9,863
—
4.000% 2026 Notes
12/15/2026
4.00
%
75,000
73,394
—
5.625% 2027 Notes
12/4/2027
5.625
%
10,000
9,857
—
4.250% 2028 Notes
12/6/2028
4.25
%
25,000
24,654
—
Total debt
$
473,752
$
467,857
$
51,248
Total borrowings outstanding and available as of December 31, 2021, were as follows:
Maturity
Rate
Principal Amount Outstanding
Amortized Cost
Available
JPM Credit Facility
11/22/2025
L+2.35
%
$
291,637
$
288,985
$
43,363
6.000% 2023 Notes
8/7/2023
6.00
%
30,000
29,717
—
5.375% 2025 Notes
10/20/2025
5.375
%
40,000
39,497
—
5.375% 2026 Notes
12/4/2026
5.375
%
10,000
9,856
—
4.000% 2026 Notes
12/15/2026
4.00
%
75,000
73,404
—
5.625% 2027 Notes
12/4/2027
5.625
%
10,000
9,851
—
4.250% 2028 Notes
12/6/2028
4.25
%
25,000
24,648
—
Total debt
$
481,637
$
475,958
$
43,363
Credit Facility : On December 23, 2015, WhiteHorse Credit entered into a revolving credit and security agreement with JPMorgan, as administrative agent and lender.
On December 21, 2020, the terms of the Credit Facility were amended to, among other things, (i) increase the minimum funding amount from $175,000 to $200,000, (ii) increase the size of the facility from $250,000 to $285,000 and retain an accordion feature which allows for the expansion of the borrowing limit up to $350,000 and (iii) provide for the implementation of certain changes relating to the transition away from LIBOR in the market.
On April 28, 2021, the terms of the Credit Facility were amended and restated to, among other things, enable WhiteHorse Credit to borrow in British Pounds or Euros.
On July 15, 2021, the terms of the Credit Facility were amended to, among other things, allow WhiteHorse Credit to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from November 22, 2021 to
48
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
November 22, 2022, extend the end of the reinvestment period from November 22, 2023 to November 22, 2024 and extend the scheduled termination date from November 22, 2024, to November 22, 2025.
On October 4, 2021, the terms of the Credit Facility were amended to, among other things, established a temporary upsize to the borrowing capacity under the Credit Facility, which allowed WhiteHorse Credit to borrow up to $335,000 for a three-month period beginning on October 4, 2021.
On January 4, 2022, the terms of the Credit Facility were amended to, among other things, continue to establish a temporary upsize to the borrowing capacity under the Credit Facility, which allowed WhiteHorse Credit to borrow up to $335,000 for a four-month period that originally began on October 4, 2021.
On February 4, 2022, the terms of the Credit Facility were further amended to, among other things (i) permanently increase WhiteHorse Credit’s availability under the Credit Facility from $285,000 to $310,000 (the “$25,000 Increase”), (ii) increase the minimum funding amount from $200,000 to $217,000, (iii) extend an additional temporary increase of $25,000 in availability under the Credit Facility, allowing WhiteHorse Credit to borrow up to $335,000 through April 4, 2022 (the “$25,000 Temporary Increase”), and (iv) apply an annual interest rate equal to applicable SOFR plus 2.50% to any borrowings under the $25,000 Increase in the Credit Facility and the $25,000 Temporary Increase in availability under the Credit Facility.
On March 30, 2022, the terms of the Credit Facility were further amended to, among other things: (i) increase WhiteHorse Credit’s availability under the Credit Facility from $310,000 to $335,000; (ii) retain an accordion feature which allows for the expansion of the borrowing limit up to $375,000; and (iii) increase the minimum funding amount from $217,000 to $234,500.
The Credit Facility bears interest at LIBOR plus 2.35% on outstanding USD denominated borrowings up to $285,000 and SOFR plus 2.50% on borrowings above $285,000. The Credit Facility bears interest at EURIBOR for EUR denominated borrowings, CDOR for CAD denominated borrowings, SONIA for GBP denominated, plus, in each case, a spread of 2.35% on outstanding borrowings. The Company is required to pay a non-usage fee which accrues at 0.75% per annum on the average daily unused amount of the financing commitments to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. The minimum borrowing requirement is $234,500. In connection with the Credit Facility, WhiteHorse Credit pledged securities with a fair value of approximately $662,487 as of March 31, 2022 as collateral. The Credit Facility has a maturity date of November 22, 2025.
Under the Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. As of March 31, 2022, the Company had $283,752 in outstanding borrowings and $51,248 undrawn under the Credit Facility. Weighted average outstanding borrowings were $311,447 at a weighted average interest rate of 2.68% for the three months ended March 31, 2022. As of March 31, 2022, the interest rate in effect on outstanding borrowings was 2.98%. The Company’s ability to draw down undrawn funds under the Credit Facility is determined by collateral and portfolio quality requirements stipulated in the credit and security agreement. As of March 31, 2022, $51,248 was available to be drawn by the Company based on these requirements.
As of March 31, 2021, the Company had $214,563 in outstanding borrowings and $70,437 undrawn under the Credit Facility. Weighted average outstanding borrowings were $224,326 at a weighted average interest rate of 2.72%, respectively, for the three months ended March 31, 2021. As of March 31, 2021, the interest rate in effect on outstanding borrowings was 2.69%. 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, 2021, approximately $70,437 was available to be drawn by the Company based on these requirements.
49
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
6.000% 2023 Notes : On July 13, 2018, the Company entered into an agreement (the “2023 Note Purchase Agreement”) to sell in a private offering $30,000 aggregate principal amount of senior unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Interest on the 6.000% 2023 Notes is payable semiannually on February 7 and August 7, at a fixed, annual rate of 6.00%. This interest rate is subject to increase (up to 6.50%) in the event that, subject to certain exceptions, the 6.000% 2023 Notes cease to have an investment grade rating. The 6.000% 2023 Notes mature on August 7, 2023, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. The 6.000% 2023 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The closing of the transaction occurred on August 7, 2018. The Company used the net proceeds from this offering, together with cash on hand, to redeem existing debt.
5.375% 2025 Notes : On October 20, 2020, the Company entered into a Note Purchase Agreement (the “2025 Note Purchase Agreement”) governing the issuance of $40,000 in aggregate principal amount of unsecured notes (the “5.375% 2025 Notes”) to qualified institutional investors in a private placement. The 5.375% 2025 Notes have a fixed interest rate of 5.375% and are due on October 20, 2025, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 5.375% 2025 Notes is due semiannually. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 5.375% 2025 Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 5.375% 2025 Notes at par if certain change in control events occur. The 5.375% 2025 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
5.375% 2026 Notes : On December 4, 2020, the Company entered into a Note Purchase Agreement (the “2026 Note Purchase Agreement”) governing the issuance of $10,000 in aggregate principal amount of unsecured notes (the “5.375% 2026 Notes”) to qualified institutional investors in a private placement. The 5.375% 2026 Notes have a fixed interest rate of 5.375% and are due on December 4, 2026, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 5.375% 2026 Notes is due semiannually. This interest rate is subject to increase (up to 6.375%) in the event that, subject to certain exceptions, the 5.375% 2026 Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 5.375% 2026 Notes at par if certain change in control events occur. The 5.375% 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
4.000% 2026 Notes : On November 24, 2021, the Company completed a public offering of $75,000 of aggregate principal amount of unsecured notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under the Credit Facility. Interest on the 4.000% 2026 Notes is paid semi-annually on June 15 and December 15 each year, at a fixed, annual rate of 4.00%. The 4.000% 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at any time prior to September 15, 2026, at par plus a "make-whole" premium, and thereafter at par. The 4.000% 2026 Notes will rank equally in right of payment with the other outstanding and future unsecured, unsubordinated indebtedness, including the 6.000% 2023 Notes, the 5.375% 2025 Notes, the 5.375% 2026 Notes, the 5.625% 2027 Notes and the 4.250% 2028 Notes
5.625% 2027 Notes : On December 4, 2020, the Company entered into a Note Purchase Agreement (the “2027 Note Purchase Agreement”) governing the issuance of $10,000 in aggregate principal amount of unsecured notes (the “5.625% 2027 Notes”) to qualified institutional investors in a private placement. The 5.625% 2027 Notes have a fixed interest rate of 5.625% and are due on December 4, 2027, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 5.625% 2027 Notes is due semiannually. This interest rate is subject to increase (up to 6.625%) in the event that, subject to certain exceptions, the 5.625% 2027 Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay the 5.625% 2027 Notes at par if certain change in control events occur. The 5.625% 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Company used the net proceeds from this offering to redeem existing debt.
50
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
4.250% 2028 Notes : On December 6, 2021, the Company entered into a Note Purchase Agreement (the “2028 Note Purchase Agreement,”) governing the issuance of $25,000 in aggregate principal amount of unsecured notes (the “4.25% 2028 Notes”) to qualified institutional investors in a private placement. Interest on the 4.250% 2028 Notes is payable semiannually on June 6 and December 6, at a fixed, annual rate of 4.25%. This interest rate is subject to increase (up to 5.25%) in the event that, subject to certain exceptions, the 4.250% 2028 Notes cease to have an investment grade rating. The 4.250% 2028 Notes mature on December 6, 2028, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 4.250% 2028 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on December 6, 2021. The Company used the net proceeds from this offering to redeem existing debt.
2025 Public Notes : On November 13, 2018, the Company completed a public offering of $35,000 of aggregate principal amount of 2025 Public Notes, the net proceeds of which were used to fund investments in debt and equity securities and repay outstanding indebtedness under its Credit Facility. Interest on the 2025 Public Notes was paid quarterly on February 28, May 31, August 31 and November 30 each year, at an annual rate of 6.50%. The 2025 Public Notes had a maturity date of November 30, 2025 and could be redeemed in whole or in part at any time, or from time to time, at the Company’s option on or after November 30, 2021. The 2025 Public Notes were redeemed on December 17, 2021 and were de-listed from the Nasdaq Global Select Market where they were trading under the symbol “WHFBZ.”
NOTE 7 - RELATED PARTY TRANSACTIONS
Investment Advisory Agreement : WhiteHorse Advisers serves as the Company’s investment adviser in accordance with the terms of an investment advisory agreement. On November 1, 2018, at an in-person meeting, the Company’s board of directors approved an amended and restated investment advisory agreement (the “Investment Advisory Agreement”). The Company’s board of directors most recently re-approved the Investment Advisory Agreement on August 4, 2021. 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
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.
51
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The following table details our management fee expenses for the three months ended March 31, 2022 and 2021:
Three months ended March 31,
Management Fees ($ in thousands)
2022
2021
Base management fees
$
3,952
$
3,344
Base management fees waived
—
—
Total management fees
$
3,952
$
3,344
As of March 31, 2022 and December 31, 2021, management fees payable on the consolidated statements of assets and liabilities were $3,952 and $3,766, respectively.
Performance-based Incentive Fee
The performance-based incentive fee consists of two components that are independent of each other, except as provided by the Incentive Fee Cap and Deferral Mechanism discussed below.
The calculations of these two components have been structured to include a fee limitation such that no incentive fee will be paid to the investment adviser for any quarter if, after such payment, the cumulative incentive fees paid to the investment adviser for the period that includes the current fiscal quarter and the 11 full preceding fiscal quarters, referred to as the “Incentive Fee Look-back Period,” would exceed 20.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the Incentive Fee Look-back Period.
Each quarterly incentive fee is subject to the Incentive Fee Cap (as defined below) and a deferral mechanism through which the investment adviser may recap a portion of such deferred incentive fees, which is referred to together as the “Incentive Fee Cap and Deferral Mechanism.”
This limitation is accomplished by subjecting each incentive fee payable to a cap, which is referred to as the “Incentive Fee Cap.” The Incentive Fee Cap in any quarter is equal to (a) 20.0% of Cumulative Pre-Incentive Fee Net Return during the Incentive Fee Look-back Period less (b) cumulative incentive fees of any kind paid to the investment adviser during the Incentive Fee Look-back Period. To the extent the Incentive Fee Cap is zero or a negative value in any quarter, the Company will pay no incentive fee to its investment adviser in that quarter. The Company will only pay incentive fees to the extent allowed by the Incentive Fee Cap and Deferral Mechanism. To the extent that the payment of incentive fees is limited by the Incentive Fee Cap and Deferral Mechanism, the payment of such fees may be deferred and paid in subsequent quarters up to three years after their date of deferment, subject to applicable limitations included in the Investment Advisory Agreement. The deferral component of the Incentive Fee Cap and Deferral Mechanism may cause incentive fees that accrued during one fiscal quarter to be paid to the investment adviser at any time during the 11 full fiscal quarters following such initial full fiscal quarter.
The “Cumulative Pre-Incentive Fee Net Return” refers to the sum of (a) Pre-Incentive Fee Net Investment Income (as defined below) for each period during the Incentive Fee Look-back Period and (b) the sum of cumulative realized capital gains, cumulative realized capital losses, cumulative unrealized capital depreciation and cumulative unrealized capital appreciation during the applicable Incentive Fee Look-back Period.
The first component, which is income-based (the “Income Incentive Fee”), is calculated and payable quarterly in arrears and is determined based on Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter, subject to the Incentive Fee Cap and Deferral Mechanism. For this purpose, “Pre-Incentive Fee Net Investment Income” means, in each case on a consolidated basis, interest income, distribution income and any other income (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
52
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
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).
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
53
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gains Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a reporting period, then GAAP requires the Company to accrue a Capital Gains Incentive Fee equal to 20% of such amount, less the aggregate amount of any Capital Gains Incentive Fees previously paid and Capital Gains Incentive Fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period may result in either additional expense (if such cumulative amount is greater than in the prior period) or a reversal of previously recorded expense (if such cumulative amount is less than in the prior period). There can be no assurance that such unrealized capital appreciation will be realized in the future.
Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss subject to the Incentive Fee Cap and Deferral Mechanism. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the Hurdle Rate, it will pay the applicable Income Incentive Fee even after incurring a loss in that quarter due to realized and unrealized capital losses.
The following table provides a breakdown of the performance-based incentive fees for the three months ended March 31, 2022 and 2021:
Three months ended March 31,
Performance-based Incentive Fees ($ in thousands)
2022
2021
Income incentive fee
$
1,993
$
1,928
Capital gains incentive fees
(566)
114
Performance-based incentive fees waived
—
—
Total performance-based incentive fees
$
1,427
$
2,042
As of March 31, 2022 and December 31, 2021, incentive fees payable on the consolidated statements of assets and liabilities were $5,445 and $7,958, respectively. As of March 31, 2022 and December 31, 2021, incentive fees payable on the consolidated statements of assets and liabilities include $1,238 and $1,803, respectively, for cumulative accruals of Capital Gains Incentive Fees under GAAP, including any amounts payable pursuant to the Investment Advisory Agreement as described above.
Administration Agreement : Pursuant to the Administration Agreement, WhiteHorse Administration furnishes the Company with office facilities, equipment and clerical, bookkeeping and record keeping services to enable the Company to operate. Under the Administration Agreement, WhiteHorse Administration performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records which the Company is required to maintain and preparing reports to its stockholders and reports filed with the U.S. Securities and Exchange Commission. In addition, WhiteHorse Administration assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the Administration Agreement equal an amount based upon the Company’s allocable portion of WhiteHorse Administration’s overhead in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer along with their respective staffs. Under the Administration Agreement, WhiteHorse Administration also provides on the Company’s behalf managerial assistance to those portfolio companies to which the Company is required to provide such assistance. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that WhiteHorse Administration outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without any profit to WhiteHorse Administration.
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.
54
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
During the three months ended March 31, 2022, the Company incurred $171 of allocated administrative service fees. During the three months ended March 31, 2021, the Company incurred $171 of allocated administrative service fees.
Co-investments with Related Parties : As of March 31, 2022 and December 31, 2021, no officers or employees affiliated with or employed by WhiteHorse Advisers and its related entities maintained any co-investments in the Company’s investments.
As of March 31, 2022 and December 31, 2021, certain funds affiliated with WhiteHorse Advisers and its related entities maintained co-investments in the Company’s investments of $4,400,903 and $4,502,807, respectively.
STRS JV : For the three months ended March 31, 2022, the Company sold $82,661 of investments to STRS JV and recognized $3 of net realized losses. For the three months ended March 31, 2021, the Company sold $28,942 of investments to STRS JV and recognized $183 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 $43,137 and $53,113 as of March 31, 2022 and December 31, 2021, respectively. Commitments to extend credit consist principally of the unused portions of commitments that obligate the Company to extend credit, such as revolving credit arrangements or similar transactions. These commitments are often subject to financial or non-financial milestones and other conditions to borrow that must be achieved before the commitment can be drawn. In addition, the commitments generally have fixed expiration dates or other termination clauses. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
55
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The following table summarizes the Company’s unfunded commitments as of March 31, 2022 and December 31, 2021:
Unfunded Commitments (1) ($ in thousands)
As of March 31, 2022
As of December 31, 2021
Revolving Loan Commitments:
ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC)
$
1,426
$
—
Bridgepoint Healthcare, LLC
1,588
1,588
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)
—
2,031
Claridge Products and Equipment, LLC
105
491
Coastal Television Broadcasting Group LLC
309
309
EducationDynamics, LLC
960
1,199
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA)
—
438
I&I Sales Group, LLC (d/b/a Avision Sales Group)
—
619
HC Salon Holdings, Inc. (d/b/a Hair Cuttery)
700
700
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
—
1,083
Industrial Specialty Services USA LLC
473
1,182
Inspired Beauty Brands, Inc.
531
531
ITS Buyer Inc. (d/b/a ITS Logistics, LLC)
—
592
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)
403
403
Juniper Landscaping Holdings LLC
—
597
LHS Borrower, LLC (d/b/a Leaf Home, LLC)
—
560
LMG Holdings, Inc.
—
414
Maxitransfers Blocker Corp.
1,038
—
Motivational Marketing, LLC (d/b/a Motivational Fulfillment)
1,182
1,182
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)
132
132
PFB Holdco, Inc. (d/b/a PFB Corporation)
974
963
PFB Holdco, Inc. (d/b/a PFB Corporation)
296
296
PG Dental New Jersey Parent, LLC
—
232
PlayMonster LLC
1,865
—
PPS CR Acquisition, Inc. (d/b/a Power Plant Services)
3,030
3,030
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac)
1,013
1,013
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)
2,646
2,646
Telestream Holdings Corporation
1,324
795
The Kyjen Company, LLC (d/b/a Outward Hound)
681
554
Trimlite Buyer LLC (d/b/a Trimlite LLC)
1,145
1,473
Total unfunded revolving loan commitments
21,821
25,053
Delayed Draw Loan Commitments:
BBQ Buyer, LLC (d/b/a BBQ Guys)
841
854
Bridgepoint Healthcare, LLC
794
794
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)
4,063
4,063
DCA Investment Holding, LLC (d/b/a Dental Care Alliance, LLC)
—
1,062
EducationDynamics, LLC
1,709
1,709
Empire Office, Inc.
4,926
4,926
Grupo HIMA San Pablo, Inc.
—
667
HRG Management, LLC (d/b/a HomeRiver Group, LLC)
—
1,514
I&I Sales Group, LLC (d/b/a Avision Sales Group)
—
2,699
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)
824
1,188
Juniper Landscaping Holdings LLC
—
2,387
JZ Capital Partners Ltd.
5,714
—
PlayMonster LLC
—
2,867
Source Code Holdings, LLC (d/b/a Source Code Corporation)
—
2,185
True Blue Car Wash, LLC
2,445
1,145
Total unfunded delayed draw loan commitments
21,316
28,060
Total Unfunded Commitments
$
43,137
$
53,113
(1) Unfunded commitments denominated in non-USD currencies have been converted to USD using the exchange rate as of the applicable reporting date.
56
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
As of March 31, 2022, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $20,000 and $80,000, respectively, both of which were fully funded. As of December 31, 2021, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, respectively, both of which were fully funded. The capital commitments cannot be drawn without an affirmative vote by both the Company’s and STRS Ohio’s representatives on STRS JV’s board of managers.
Indemnification : In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not occurred. The Company expects the risk of any future obligation under these indemnifications to be remote.
Legal Proceedings : In the normal course of business, the Company, the investment adviser and the administrator may be subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any such disposition will have a material adverse effect on the Company’s consolidated financial statements.
COVID-19 Developments : In addition, during the three months ended March 31, 2022 and subsequent to March 31, 2022, the current pandemic caused by the novel coronavirus (commonly known as “COVID-19”) has had a significant impact on the U.S. economy. Certain of the Company’s portfolio companies were and may continue to be adversely impacted by the effects of the COVID-19 pandemic, which had an adverse impact on the Company’s results of operations and may continue to have an adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.
NOTE 9 - STOCKHOLDERS’ EQUITY
On March 15, 2021, the Company launched an “at-the-market” offering (the “ATM Program”) by entering into an Equity Distribution Agreement with Raymond James & Associates, Inc. pursuant to which the Company may offer and sell, from time to time, through Raymond James & Associates, Inc., as the sales agent, shares of its common stock having an aggregate offering amount of up to $35,000.
Since the commencement of the ATM Program, the Company sold 276,360 shares of its common stock under the ATM Program at a weighted-average price of $15.77 per share, which amounted to $4,359 in gross proceeds. The Company received net proceeds of $4,272 after deducting commissions to the sales agent, but before offering expenses. As of March 31, 2022, the Company had $30,641 available under the ATM Program. As of December 31, 2021, the Company had $30,893 available under the ATM Program.
On October 25, 2021, the Company completed an offering of 1,900,000 shares of our common stock at a public offering price of $15.81 per share, inclusive of underwriting discounts and commissions. The issuance of 1,900,000 shares resulted in net proceeds to the Company of $29,374, inclusive of underwriting discounts and commissions and before offering expenses. In connection with the offering, the Company granted the underwriters an overallotment option to purchase up to an additional 285,000 shares of the Company’s common stock. On November 3, 2021, the Company raised an additional $4,326 from the issuance of an additional 282,300 shares pursuant to the underwriters’ exercise of the overallotment option to purchase additional shares. WhiteHorse Advisers agreed to bear a portion of the underwriting discounts and commissions in connection with the offering, such that the issuance of the 2,182,300 shares (which includes the additional shares issued pursuant to the overallotment option) resulted in net proceeds to the
57
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Company of $33,700 before offering expenses, which was at or above the Company’s net ass value per share at the time of the offering and the overallotment option.
The following table summarizes the total shares issued and proceeds received, net of offering costs, relating to the issuance of shares of the Company’s common stock from the DRIP and pursuant to the ATM Program for the three months ended March 31, 2022 and 2021.
Three months ended March 31,
($ in thousands except share and per share amounts)
2022
2021
Shares Issued from ATM Program
16,678
37,803
Shares Issued from DRIP
32,068
—
Total Shares Issued
48,746
37,803
Proceeds, before offering expenses
$
745
$
590
Average Price Per Share (1)
$
15.28
$
15.61
(1) The average price per share for the three months ended March 31, 2022, inclusive of offering expenses, was $14.26 per share.
NOTE 10 - FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights:
Three months ended March 31,
2022
2021
Per share data: (1)
Net asset value, beginning of period
$
15.10
$
15.23
Investment operations:
Net investment income
0.37
0.37
Net realized and unrealized gains(losses) on investments and foreign currency transactions
(0.12)
0.03
Net increase in net assets resulting from operations
0.25
0.40
Issuance of common stock (5)
—
—
Distributions declared from net investment income
(0.36)
(0.36)
Net asset value, end of period
$
14.99
$
15.27
Total annualized return based on market value (2)
(2.71)
%
46.49
%
Total annualized return based on net asset value
6.62
%
10.49
%
Net assets, end of period
$
347,919
$
314,349
Per share market value at end of period
$
15.08
$
15.17
Shares outstanding end of period
23,211,413
20,583,835
Ratios/Supplemental Data: (3)
Ratio of expenses before incentive fees to average net assets (4)
11.68
%
10.70
%
Ratio of incentive fees to average net assets
1.66
%
2.62
%
Ratio of total expenses to average net assets (4)
13.34
%
13.32
%
Ratio of net investment income to average net assets (4)
9.91
%
9.76
%
Portfolio turnover ratio
12.79
%
11.07
%
(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 DRIP.
(3) With the exception of the portfolio turnover rate, ratios are reported on an annualized basis.
(4) Calculated using total expenses, including income tax provision.
(5) The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock pursuant to the ATM Program and DRIP. The issuance of common stock at a price, net of commissions, that is greater than the net asset value per share results in an increase in net asset value per share. The impact of the Company’s issuance of common stock on net asset value was less than $0.01 per share during the three months ended March 31, 2022 and March 31, 2021.
Financial highlights are calculated for each securities class taken as a whole. An individual stockholder’s return and ratios may vary based on the timing of capital transactions.
58
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
NOTE 11 - CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of the basic and diluted per share net increase in net assets resulting from operations:
Three Months Ended March 31,
($ in thousands except share and per share amounts)
2022
2021
Net increase in net assets resulting from operations
$
5,707
$
8,169
Weighted average shares outstanding
23,190,656
20,551,565
Basic and diluted per share net increase in net assets resulting from operations
$
0.25
$
0.40
NOTE 12 - SUBSEQUENT EVENTS
The Company’s management has evaluated events that have occurred after the balance sheet date but before the consolidated financial statements are issued and has determined that there were no additional subsequent events requiring adjustment or disclosure in the consolidated financial statements.
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.