10-K: WhiteHorse Finance Inc. 10-K Filing Reveals Portfolio Details and Financial Structure
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.
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
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Independent Director | Kevin F. Burke | TBD | 2024-01-13 | Death of Mr. Burke |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The company received a notice from Nasdaq regarding noncompliance with independent director requirements due to the death of Mr. Kevin F. Burke. | 2024-01-24 | The 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
| Date | Description |
|---|---|
| 2011-12-28 | WhiteHorse Finance, Inc. was formed. |
| 2012-01-01 | WhiteHorse Finance, Inc. commenced operations. |
| 2012-12-04 | WhiteHorse Finance, LLC converted into a Delaware corporation and priced its initial public offering. |
| 2013-01-01 | Commencement of the incentive fee calculation. |
| 2018-03 | The Small Business Credit Availability Act (SBCAA) was enacted. |
| 2018-08-02 | The company's asset coverage ratio was reduced from 200% to 150%. |
| 2019-01 | The company and STRS Ohio formed the WHF STRS Ohio Senior Loan Fund, LLC. |
| 2019-07-19 | STRS JV formally launched operations. |
| 2020-10-20 | The company entered into the 2025 Note Purchase Agreement. |
| 2020-12-04 | The company entered into the 2026 and 2027 Note Purchase Agreements. |
| 2021-11-24 | The company issued the 4.000% 2026 Notes. |
| 2021-12-06 | The company entered into the 2028 Note Purchase Agreement. |
| 2022-09-08 | The Board designated the Investment Adviser as the Companys valuation designee. |
| 2023-08-24 | The company issued the 7.875% 2028 Notes. |
| 2024-01-01 | The base management fee rate was reduced to 1.75% from 2.00%. |
| 2024-01-13 | Mr. Kevin F. Burke, an independent director, passed away. |
| 2024-01-24 | The company received a notice from Nasdaq regarding noncompliance with independent director requirements. |
| 2024-02-22 | The 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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