10-K: WhiteHorse Finance Inc. 10-K Filing Reveals Portfolio Details and Financial Structure

Sentiment:

Annual Report


WhiteHorse Finance's 10-K filing provides a detailed look at its investment portfolio, financial structure, and operational activities for the year ended December 31, 2023.

Capital raiseThe company may issue shares of common stock at a price below the then-current net asset value per share of common stock if its board of directors determines that such sale is in the best interests of the company and its stockholders, and if its stockholders approve such sale within the preceding 12 months.The company may also conduct rights offerings at prices per share less than the NAV per share, subject to the requirements of the 1940 Act.
Worse than expectedThe company's net increase in net assets resulting from operations was $20.4 million for 2023, compared to $15.7 million in 2022, which is a lower increase than the previous year.The company's total expenses increased from $50.3 million in 2022 to $60.5 million in 2023.

Summary

  • WhiteHorse Finance, Inc., a business development company, released its 10-K filing detailing its financial performance and investment activities for the year ended December 31, 2023.
  • The company primarily invests in senior secured loans to lower middle market companies, with a focus on those with enterprise values between $50 million and $350 million.
  • As of December 31, 2023, the investment portfolio consisted of 116 positions across 72 companies, with a total fair value of approximately $696.2 million.
  • The majority of the portfolio is comprised of senior secured loans, with a weighted average effective yield of 12.4% and a weighted average effective yield on income-producing debt investments of 13.7%.
  • The company's investment strategy includes opportunistic investments in mezzanine loans and equity interests.
  • The company's investment adviser, H.I.G. WhiteHorse Advisers, LLC, manages the day-to-day operations and provides investment management services.
  • The company's base management fee is 1.75% of gross assets, with a reduced rate of 1.25% for assets exceeding 200% of net assets.
  • The company also pays an incentive fee based on investment performance, subject to a hurdle rate and a cap.
  • The company's net investment income for 2023 was $42.7 million, compared to $37.3 million in 2022.
  • The company's total expenses for 2023 were $60.5 million, compared to $50.3 million in 2022.
  • The company's net increase in net assets resulting from operations was $20.4 million for 2023, compared to $15.7 million in 2022.
  • The company has a joint venture with State Teachers Retirement System of Ohio (STRS Ohio) called WHF STRS Ohio Senior Loan Fund, LLC (STRS JV), which also invests in senior secured loans.
  • As of December 31, 2023, STRS JV had total assets of $332.2 million.
  • The company has a $335 million secured revolving credit facility with JPMorgan Chase Bank, N.A., and has issued public and private notes to finance its investments.
  • The company's asset coverage for borrowed amounts was 181.0% as of December 31, 2023.

Sentiment

Score: 5

Explanation: The document presents a mixed picture, with positive aspects such as increased net investment income and a high portfolio yield, but also negative aspects such as increased expenses and a lower net increase in net assets. The company also faces several risks and uncertainties, which temper the overall sentiment.

Positives

  • The company experienced an increase in net investment income from $37.3 million in 2022 to $42.7 million in 2023.
  • The company's portfolio has a high weighted average effective yield of 12.4%.
  • The company's base management fee rate was reduced to 1.75% from 2.00% effective as of January 1, 2024.
  • The company has a joint venture with STRS Ohio, which provides additional investment opportunities.

Negatives

  • The company's total expenses increased from $50.3 million in 2022 to $60.5 million in 2023.
  • The company's net increase in net assets resulting from operations was $20.4 million for 2023, compared to $15.7 million in 2022.
  • The company's asset coverage for borrowed amounts was 181.0% as of December 31, 2023, which is below the maximum allowed under the SBCAA.

Risks

  • The company is subject to substantial regulation as a business development company and RIC.
  • The company is highly dependent on its investment adviser, H.I.G. Capital, and its affiliates.
  • There are potential conflicts of interest that could affect investment returns.
  • Economic downturns could impair portfolio companies and harm operating results.
  • The company is exposed to risks associated with changes in interest rates.
  • Inflation may adversely affect portfolio companies.
  • The company operates in a highly competitive market.
  • The company finances investments with borrowed money, which increases the potential for gain or loss.
  • A significant portion of the portfolio securities do not have a readily available market price.
  • The company's board of directors may change investment objectives without stockholder approval.
  • The company is subject to risks related to indebtedness, including under its credit facility and public and private notes.
  • The trading market or market value of the company's publicly issued debt and equity securities may fluctuate.
  • The company's credit ratings may not reflect all risks of an investment in its debt securities.
  • The company may issue shares of common stock at a price below the then-current net asset value.
  • The company is a holding company and depends on payments from its subsidiaries.
  • Global economic, political and market conditions may adversely affect the company's business.
  • Cybersecurity risks and cyber incidents may adversely affect the company's business.
  • The company and its investment adviser could be the target of litigation.
  • The company is subject to risks related to corporate social responsibility.

Future Outlook

The company intends to continue to qualify as a RIC and make quarterly distributions to its stockholders. The company expects to fund a portion of its investments through future borrowings.

Industry Context

The company operates in a competitive market for lending to lower middle market companies, facing competition from public and private investment funds, commercial and investment banks, and other financial institutions.

Comparison to Industry Standards

  • The company's focus on senior secured loans to lower middle market companies is a common strategy among business development companies.
  • The company's weighted average effective yield of 12.4% is competitive within the industry.
  • The company's use of leverage is consistent with industry practices for business development companies.
  • The company's management and incentive fee structure is similar to those of other externally managed business development companies.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Independent DirectorKevin F. BurkeTBD2024-01-13Death of Mr. Burke

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionThe company received a notice from Nasdaq regarding noncompliance with independent director requirements due to the death of Mr. Kevin F. Burke.2024-01-24The company is evaluating new candidates to fill the board of directors vacancy.

Related Party Transactions

  • The company has entered into an Investment Advisory Agreement with WhiteHorse Advisers, LLC, an affiliate of H.I.G. Capital.
  • The company has entered into an Administration Agreement with H.I.G. WhiteHorse Administration, LLC, an affiliate of H.I.G. Capital.
  • The company has entered into a trademark license agreement with an affiliate of H.I.G. Capital.

Stakeholder Impact

  • Stockholders may experience dilution if the company issues shares below net asset value.
  • Stockholders may receive shares of common stock as dividends, which could result in adverse tax consequences.
  • Stockholders may not receive distributions or that distributions may not grow over time.
  • Portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity.
  • Portfolio companies may experience financial distress.

Next Steps

  • The company will continue to monitor its portfolio and manage its investments.
  • The company will continue to evaluate new investment opportunities.
  • The company will continue to make quarterly distributions to its stockholders.
  • The company will continue to monitor the financial health of its bank relationships.

Key Dates

DateDescription
2011-12-28WhiteHorse Finance, Inc. was formed.
2012-01-01WhiteHorse Finance, Inc. commenced operations.
2012-12-04WhiteHorse Finance, LLC converted into a Delaware corporation and priced its initial public offering.
2013-01-01Commencement of the incentive fee calculation.
2018-03The Small Business Credit Availability Act (SBCAA) was enacted.
2018-08-02The company's asset coverage ratio was reduced from 200% to 150%.
2019-01The company and STRS Ohio formed the WHF STRS Ohio Senior Loan Fund, LLC.
2019-07-19STRS JV formally launched operations.
2020-10-20The company entered into the 2025 Note Purchase Agreement.
2020-12-04The company entered into the 2026 and 2027 Note Purchase Agreements.
2021-11-24The company issued the 4.000% 2026 Notes.
2021-12-06The company entered into the 2028 Note Purchase Agreement.
2022-09-08The Board designated the Investment Adviser as the Companys valuation designee.
2023-08-24The company issued the 7.875% 2028 Notes.
2024-01-01The base management fee rate was reduced to 1.75% from 2.00%.
2024-01-13Mr. Kevin F. Burke, an independent director, passed away.
2024-01-24The company received a notice from Nasdaq regarding noncompliance with independent director requirements.
2024-02-22The company's board of directors approved an amended and restated investment advisory agreement.

Keywords

senior secured loans, lower middle market, business development company, investment portfolio, financial performance, H.I.G. Capital, credit facility, net investment income, asset coverage, regulated investment company

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