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NEW YORK, — WhiteHorse Finance, Inc. (“WhiteHorse Finance” or the “Company”) (NASDAQ: WHF) today announced its financial results for the quarter ended September 30, 2019.
Third Quarter 2019 Summary Highlights
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(1) Includes investments in WHF STRS Ohio Senior Loan Fund LLC (“STRS JV”), an unconsolidated joint venture, totaling $24.4 million, at fair value. |
Stuart Aronson, WhiteHorse Finance’s Chief Executive Officer commented, “During the third quarter, we transferred 5 assets into our recently-launched joint venture, increasing our investment by $24.4 million. Following the close of the third quarter we contributed another 4 assets into the JV, allowing us to quickly ramp up and directly originate into the JV portfolio going forward, offering a wider range of sourcing opportunities. In addition to the JV transfers, we added four new first-lien originations and 3 add-on investments to our portfolio during the quarter to stabilize NAV relative to the JV asset transfers. Our fourth quarter pipeline is as strong as it has ever been, which we credit to our differentiated three-tiered sourcing infrastructure backed by H.I.G. that offers stable and attractive risk-adjusted returns and ultimately enhance shareholder value.”
Portfolio and Investment Activity
As of September 30, 2019, the fair value of WhiteHorse Finance’s investment portfolio was $527.5 million, compared with $534.8 million as of June 30, 2019. The portfolio at September 30, 2019 consisted of 65 positions across 48 companies with a weighted average effective yield of 11.0% on income-producing debt investments. The average debt investment size (excluding investments in STRS JV) was $9.9 million with the overall portfolio comprised of 80% in first lien secured loans, 12% in second lien secured loans, 3% in equity and 5% in investments in STRS JV. All loans were substantially all variable-rate investments (primarily indexed to LIBOR), with nearly all performing floating rate investments having interest rate floors.
During the three months ended September 30, 2019, WhiteHorse Finance launched the operations of its joint venture by transferring assets totaling $56.4 million in exchange for a net investment in STRS JV of $24.4 million as well as cash proceeds of $32 million.
In addition to the transactions with STRS JV, WhiteHorse Finance made investments in four new portfolio companies totaling $47.0 million. Also, the Company added $8.9 million to existing portfolio companies, exclusive of refinancing. Proceeds from sales and repayments, including net fundings on revolvers but exclusive of refinancing, totaled approximately $31.4 million for the quarter, driven by a full repayment of Planet Fit Indy 10 LLC of $19.2 million and a partial paydown of $7.4 million from its investment in CHS Therapy, LLC. In addition, WhiteHorse Finance participated in two refinancings of existing investments. The Company refinanced its $7.5 million first lien investment to Honors Holdings, LLC, increasing its position by adding a net $1.7 million. The Company also participated in the recapitalization of its $17.1 million first lien investment to Clarus Commerce, LLC, by reducing its position by a net $2.4 million to new borrower Marlin DTC-LS Midco 2, LLC. The Company remained highly selective in deploying new investments.
WHF STRS Ohio Senior Loan Fund LLC
As of September 30, 2019, STRS JV’s portfolio totaled $54.9 million, consisted of 5 portfolio companies and had a weighted average effective yield of 8.6%.
Results of Operations
For the three months ended September 30, 2019, net investment income was approximately $8.7 million, compared with approximately $3.8 million for the same period in the prior year, representing an increase of approximately 128.9%. The increase in net investment income for the year-over-year period was primarily attributable to an increase in non-recurring fee income and a decrease in the amount of capital gains incentive fees recorded.
For the three months ended September 30, 2019, WhiteHorse Finance reported net realized and unrealized losses on investments of approximately $1.8 million. This compares with net realized and unrealized gains on investments of $15.7 million for the three months ended September 30, 2018. The decrease in net realized and unrealized gains on investments for the year-over-year period was primarily attributable to the unrealized gain recognized in the prior year due to the mark-up of the Company’s equity investment in Aretec Group, Inc. (which was sold in the fourth quarter of 2018).
WhiteHorse Finance reported a net increase in net assets resulting from operations of approximately $6.9 million for the three months ended September 30, 2019, which compares with a net increase of $19.5 million for the three months ended September 30, 2018.
WhiteHorse Finance’s NAV was $315.5 million, or $15.36 per share, as of September 30, 2019, as compared with $315.9 million, or $15.38 per share, as of June 30, 2019.
Liquidity and Capital Resources
As of September 30, 2019, WhiteHorse Finance had cash and cash equivalents of $22.2 million, as compared with $50.4 million as of June 30, 2019, inclusive of restricted cash. As of September 30, 2019, the Company also had $29.7 million of undrawn capacity under its revolving credit facility.
Distributions
On September 13, 2019, the Company declared a distribution of $0.355 per share for the quarter ended September 30, 2019, consistent for the twenty-eighth consecutive quarter since the Company’s IPO. The distribution was paid on October 3, 2019 to shareholders of record as of September 23, 2019. In addition, the Company also declared a special distribution of $0.195 per share, which will be payable on December 10, 2019 to stockholders of record as of October 31, 2019.
Distributions are paid from taxable earnings and may include return of capital and/or capital gains. The specific tax characteristics of the distributions will be reported to stockholders on Form 1099-DIV after the end of the calendar year and in the Company’s periodic reports filed with the Securities and Exchange Commission.
Conference Call
WhiteHorse Finance will host a conference call to discuss its second quarter results at 10:00 a.m. ET on Thursday, November 7, 2019. To access the teleconference, please dial 706-758-9224 (domestic and international) approximately 10 minutes before the teleconference’s scheduled start time and reference ID # 8954769. Investors may also access the call on the investor relations portion of the Company’s website at www.whitehorsefinance.com.
If you are unable to access the live teleconference, a replay will be available beginning approximately two hours after the call’s completion through November 14, 2019. The teleconference replay can be accessed by dialing 404-537-3406 (domestic and international) and entering ID # 8954769. A webcast replay will also be available on the investor relations portion of the Company’s website at www.whitehorsefinance.com.
About WhiteHorse Finance, Inc.
WhiteHorse Finance is a business development company that originates and invests in loans to privately held, lower middle market companies across a broad range of industries. The Company’s investment activities are managed by H.I.G. WhiteHorse Advisers, LLC, an affiliate of H.I.G. Capital, LLC, (“H.I.G. Capital”). H.I.G. Capital is a leading global alternative asset manager with $34 billion of capital under management(4) across a number of funds focused on the small and mid-cap markets. For more information about H.I.G. Capital, please visit http://www.higcapital.com. For more information about the Company, please visit http://www.whitehorsefinance.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
(4) Based on total capital commitments managed by H.I.G. Capital and affiliates.
SCHEDULE 1
As a supplement to GAAP financial measures, the Company has provided information relating to core net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income determined in accordance with GAAP. The Company’s non-GAAP measures may differ from similar measures by other companies, even if similar terms are used to identify such measures. Core net investment income represents net investment income adjusted to exclude the net impact of costs associated with the refinancing of the Company’s indebtedness, the accrual of the capital gains incentive fee attributable to net realized and unrealized gains and losses, and excise or other income taxes related to such net realized gains and losses (net of incentive fees). There were no excise or other income taxes related to net realized gains and losses for the quarters ended September 30, 2019 and September 30, 2018. Additionally, the Company did not refinance any of its indebtedness for the quarter ended September 30, 2019.
The following table provides a reconciliation of net investment income to core net investment income for the three months ended September 30, 2019 and September 30, 2018 (in thousands, except per share data):
|
September 30, 2019 |
September 30, 2018 |
|||||||||||||||
|
Amount |
Per Amounts |
Amount |
Per Amounts |
|||||||||||||
|
Net investment income |
$ |
8,655 |
$ |
0.421 |
$ |
3,777 |
$ |
0.184 |
||||||||
|
Net impact of costs associated with refinancing of indebtedness |
– |
– |
259 |
0.012 |
||||||||||||
|
Accrual for capital gains incentive fee |
(360) |
(0.018) |
3,137 |
0.153 |
||||||||||||
|
Net impact of excise tax expense related to net realized gains |
– |
– |
– |
– |
||||||||||||
|
Core net investment income |
$ |
8,295 |
$ |
0.403 |
$ |
7,173 |
$ |
0.349 |
||||||||
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WhiteHorse Finance, Inc. Consolidated Statements of Assets and Liabilities (in thousands, except share and per share data) |
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|
September |
December 31, 2018 |
|||||||
|
(Unaudited) |
||||||||
|
Assets |
||||||||
|
Investments, at fair value |
||||||||
|
Non-controlled/non-affiliate company investments |
$ |
493,460 |
$ |
459,399 |
||||
|
Non-controlled affiliate company investments |
9,673 |
10,165 |
||||||
|
Controlled affiliate company investments |
24,410 |
– |
||||||
|
Total investments, at fair value (amortized cost $535,213 and $477,839, |
527,543 |
469,564 |
||||||
|
Cash and cash equivalents |
9,827 |
24,148 |
||||||
|
Restricted cash and cash equivalents |
12,335 |
9,584 |
||||||
|
Interest receivable |
6,952 |
4,616 |
||||||
|
Amounts receivable on unsettled investment transactions |
9,219 |
5,608 |
||||||
|
Prepaid expenses and other receivables |
158 |
575 |
||||||
|
Total assets |
$ |
566,034 |
$ |
514,095 |
||||
|
Liabilities |
||||||||
|
Debt |
$ |
231,966 |
$ |
175,953 |
||||
|
Management and incentive fees payable |
7,717 |
11,193 |
||||||
|
Distributions payable |
7,294 |
7,294 |
||||||
|
Amounts payable on unsettled investment transactions |
– |
445 |
||||||
|
Accounts payable and accrued expenses |
2,417 |
2,322 |
||||||
|
Interest payable |
1,067 |
1,562 |
||||||
|
Advances received from unfunded credit facilities |
79 |
30 |
||||||
|
Total liabilities |
250,540 |
198,799 |
||||||
|
Commitments and contingencies |
||||||||
|
Net assets |
||||||||
|
Common stock 20,546,032 and 20,546,032 shares issued and outstanding, par |
21 |
21 |
||||||
|
Paid-in capital in excess of par |
301,557 |
301,557 |
||||||
|
Accumulated undistributed earnings |
13,916 |
13,718 |
||||||
|
Total net assets |
315,494 |
315,296 |
||||||
|
Total liabilities and total net assets |
$ |
566,034 |
$ |
514,095 |
||||
|
Number of shares outstanding |
20,546,032 |
20,546,032 |
||||||
|
Net asset value per share |
$ |
15.36 |
$ |
15.35 |
||||
|
WhiteHorse Finance, Inc. Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share data) |
||||||||||||||||
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
2019 |
2018 |
2019 |
2018 |
|||||||||||||
|
Investment income |
||||||||||||||||
|
From non-controlled/non-affiliate |
||||||||||||||||
|
Interest income |
$ |
14,865 |
$ |
13,843 |
$ |
42,104 |
$ |
40,871 |
||||||||
|
Fee income |
2,246 |
875 |
6,328 |
3,855 |
||||||||||||
|
From non-controlled affiliate company |
||||||||||||||||
|
Dividend income |
301 |
600 |
888 |
1,851 |
||||||||||||
|
From controlled affiliate company |
||||||||||||||||
|
Interest income |
343 |
– |
343 |
– |
||||||||||||
|
Total investment income |
17,755 |
15,318 |
49,663 |
46,577 |
||||||||||||
|
Expenses |
||||||||||||||||
|
Interest expense |
3,495 |
3,283 |
9,744 |
8,649 |
||||||||||||
|
Base management fees |
2,834 |
2,761 |
8,240 |
7,813 |
||||||||||||
|
Performance-based incentive fees |
1,714 |
|||||||||||||||
