Annual Statements Open main menu

WhiteHorse Finance, Inc. - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 814-00967

WHITEHORSE FINANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

    

45-4247759

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

 

 

1450 Brickell Avenue, 31st Floor

 

Miami, Florida

33131

(Address of Principal Executive Offices)

(Zip Code)

(305) 381-6999

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which
Registered

Common Stock, par value $0.001 per share

WHF

The Nasdaq Stock Market LLC

 

 

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No

As of August 5, 2022 the Registrant had 23,243,088 shares of common stock, $0.001 par value, outstanding.

WHITEHORSE FINANCE, INC.

TABLE OF CONTENTS

 

 

Page

Part I.

Financial Information

3

Item 1.

Financial Statements

3

Consolidated Statements of Assets and Liabilities as of June 30, 2022 (Unaudited) and December 31, 2021

3

Consolidated Statements of Operations for the three and six months ended June 30, 2022 (Unaudited) and 2021 (Unaudited)

4

Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2022 (Unaudited) and 2021 (Unaudited)

5

Consolidated Statements of Cash Flows for the six months ended June 30, 2022 (Unaudited) and 2021 (Unaudited)

6

Consolidated Schedules of Investments as of June 30, 2022 (Unaudited) and December 31, 2021

8

Notes to the Consolidated Financial Statements (Unaudited)

24

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

62

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

84

Item 4.

Controls and Procedures

86

Part II.

Other Information

86

Item 1.

Legal Proceedings

86

Item 1A.

Risk Factors

86

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

88

Item 3.

Defaults Upon Senior Securities

89

Item 4.

Mine Safety Disclosures

89

Item 5.

Other Information

89

Item 6.

Exhibits

89

Signatures

90

2

Part I. Financial Information

Item 1. Financial Statements

WhiteHorse Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

    

June 30, 2022

    

December 31, 2021

(Unaudited)

Assets

 

 

  

Investments, at fair value

 

  

 

  

Non-controlled/non-affiliate company investments

$

651,983

$

736,727

Non-controlled affiliate company investments

12,217

6,874

Controlled affiliate company investments

102,279

75,607

Total investments, at fair value (amortized cost $767,809 and $831,960, respectively)

766,479

819,208

Cash and cash equivalents

9,231

12,185

Restricted cash and cash equivalents

8,769

9,814

Restricted foreign currency (cost of $603 and $464, respectively)

596

469

Interest and dividend receivable

6,287

7,521

Amounts receivable on unsettled investment transactions

6,271

Escrow receivable

1,071

515

Prepaid expenses and other receivables

905

1,307

Total assets

$

799,609

$

851,019

Liabilities

  

Debt

$

423,235

$

475,958

Distributions payable

8,251

8,222

Management fees payable

3,908

3,766

Incentive fees payable

5,176

7,958

Amounts payable on unsettled investment transactions

7,496

Interest payable

2,117

2,087

Accounts payable and accrued expenses

1,476

2,438

Advances received from unfunded credit facilities

525

839

Total liabilities

452,184

501,268

Commitments and contingencies (See Note 8)

  

  

Net assets

  

  

Common stock, 23,243,088 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

340,264

339,161

Accumulated earnings

7,138

10,567

Total net assets

347,425

349,751

Total liabilities and total net assets

$

799,609

$

851,019

Number of shares outstanding

23,243,088

23,162,667

Net asset value per share

$

14.95

$

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 June 30, 

Six months ended June 30, 

    

2022

2021

    

2022

2021

    

Investment income

From non-controlled/non-affiliate company investments

 

  

 

  

 

  

 

  

 

Interest income

$

16,028

$

14,148

$

32,769

$

28,960

Fee income

679

350

1,141

1,121

Dividend income

79

65

168

109

From non-controlled affiliate company investments

Interest income

73

133

Dividend income

109

717

240

967

From controlled affiliate company investments

Interest income

1,459

738

2,586

1,457

Dividend income

1,573

1,325

2,997

2,699

Total investment income

20,000

17,343

40,034

35,313

Expenses

  

  

  

  

Interest expense

4,945

3,811

9,719

7,613

Base management fees

3,908

3,357

7,859

6,701

Performance-based incentive fees

1,837

2,628

3,264

4,670

Administrative service fees

170

170

341

341

General and administrative expenses

1,088

875

2,036

1,696

Total expenses

11,948

10,841

23,219

21,021

Net investment income before excise tax

8,052

6,502

16,815

14,292

Excise tax

175

402

399

592

Net investment income after excise tax

7,877

6,100

16,416

13,700

Realized and unrealized gains (losses) on investments and foreign currency transactions

  

  

  

  

Net realized gains (losses)

  

  

  

  

Non-controlled/non-affiliate company investments

686

(555)

(17,498)

7,605

Non-controlled affiliate company investments

1,725

1,725

Foreign currency transactions

(61)

(4)

(342)

(3)

Foreign currency forward contracts

(8)

(4)

(8)

(4)

Net realized gains (losses)

2,342

(563)

(16,123)

7,598

Net change in unrealized appreciation (depreciation)

  

  

  

  

Non-controlled/non-affiliate company investments

(4,546)

4,407

12,570

(2,568)

Non-controlled affiliate company investments

(586)

755

(2,206)

321

Controlled affiliate company investments

1,502

(149)

1,672

(269)

Translation of assets and liabilities in foreign currencies

756

(40)

727

(102)

Foreign currency forward contracts

4

1

Net change in unrealized appreciation (depreciation)

(2,870)

4,974

12,763

(2,618)

Net realized and unrealized gains (losses) on investments and foreign currency transactions

(528)

4,411

(3,360)

4,980

Net increase in net assets resulting from operations

$

7,349

$

10,511

$

13,056

$

18,680

Per Common Share Data

Basic and diluted earnings per common share

$

0.32

$

0.51

$

0.56

$

0.91

Dividends and distributions declared per common share

$

0.36

$

0.36

$

0.71

$

0.71

Basic and diluted weighted average common shares outstanding

23,240,651

20,626,340

23,215,792

20,589,159

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 Earnings (Loss)

    

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

Stock issued in connection with at-the-market offering

 

(72)

(72)

Stock issued in connection with dividend reinvestment plan

 

31,675

480

480

Net increase in net assets resulting from operations:

 

  

  

  

  

  

Net investment income after excise tax

 

7,877

7,877

Net realized gains (losses) on investments

 

2,342

2,342

Net change in unrealized appreciation (depreciation) on investments

 

(2,870)

(2,870)

Distributions declared

 

(8,251)

(8,251)

Balance at June 30, 2022

 

23,243,088

$

23

$

340,264

$

7,138

$

347,425

Common Stock

Shares

    

Par amount

    

Paid-in Capital in Excess of Par

    

Accumulated Earnings (Loss)

    

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

Stock issued in connection with at-the-market offering

 

124,252

1,894

1,894

Stock issued in connection with dividend reinvestment plan

 

14,509

225

225

Net increase in net assets resulting from operations:

 

  

  

  

  

  

Net investment income after excise tax

 

6,100

6,100

Net realized gains (losses) on investments

 

(563)

(563)

Net change in unrealized appreciation (depreciation) on investments

 

4,974

4,974

Distributions declared

 

(7,358)

(7,358)

Balance at June 30, 2021

 

20,722,596

$

21

$

302,711

$

16,889

$

319,621

See notes to the consolidated financial statements

5

WhiteHorse Finance, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Six months ended June 30, 

    

2022

    

2021

Cash flows from operating activities

Net increase in net assets resulting from operations

$

13,056

$

18,680

Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) operating activities:

  

Paid-in-kind income

(956)

(686)

Net realized (gains) losses on investments

15,773

(7,605)

Net unrealized depreciation (appreciation) on investments

(12,036)

2,517

Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies

(727)

102

Net unrealized (appreciation) depreciation on foreign currency forward contracts

Accretion of discount

(2,976)

(3,505)

Amortization of deferred financing costs

758

661

Acquisition of investments

(170,451)

(190,795)

Proceeds from principal payments and sales of portfolio investments

146,822

169,565

Proceeds from sales of portfolio investments to STRS JV

75,415

49,774

Net changes in operating assets and liabilities:

  

Interest and dividend receivable

1,234

(544)

Escrow receivable

585

(1,241)

Prepaid expenses and other receivables

402

(93)

Amounts receivable on unsettled investment transactions

(6,271)

3,696

Amounts payable on unsettled investment transactions

7,496

(497)

Management fees payable

142

3

Incentive fees payable

(2,782)

873

Accounts payable and accrued expenses

(967)

(268)

Interest payable

30

(22)

Advances received from unfunded credit facilities

(314)

20

Net cash provided by operating activities

64,233

40,635

Cash flows from financing activities

  

  

Proceeds from issuance of common stock, net of offering costs

124

2,483

Borrowings

86,469

106,818

Repayments of debt

(138,915)

(133,701)

Deferred financing costs

(582)

(46)

Distributions paid to common stockholders, net of distributions reinvested

(15,477)

(14,376)

Net cash used in financing activities

(68,381)

(38,822)

Effect of exchange rate changes on cash

276

4

Net change in cash, cash equivalents and restricted cash

(3,872)

1,817

Cash, cash equivalents and restricted cash at beginning of period

22,468

15,946

Cash, cash equivalents and restricted cash at end of period

$

18,596

$

17,763

Supplemental and non-cash disclosure of cash flow information:

  

  

Interest paid

$

8,931

$

6,979

Distributions reinvested

978

225

Non-cash exchanges of investments

25,000

10,920

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 June 30, 

    

2022

    

2021

Cash and cash equivalents

$

9,231

$

10,329

Restricted cash and cash equivalents

8,769

7,037

Restricted foreign currency

596

397

Total cash, cash equivalents and restricted cash presented in consolidated statements of cash flows

$

18,596

$

17,763

See notes to the consolidated financial statements

7

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 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

Air Freight & Logistics

Access USA Shipping, LLC (d/b/a MyUS.com)

First Lien Secured Term Loan

1.50%

L+ 8.00%

9.67%

02/08/19

02/08/24

4,791

$

4,768

$

4,791

1.38

%

Motivational Marketing, LLC (d/b/a Motivational Fulfillment)

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.50%

07/12/21

07/12/26

11,135

10,956

10,914

3.14

Motivational Marketing, LLC (d/b/a Motivational Fulfillment)(7)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.50%

07/12/21

07/12/26

(4)

15,724

15,701

4.52

Application Software

Atlas Purchaser, Inc. (d/b/a Aspect Software)

Second Lien Secured Term Loan

0.75%

L+ 9.00%

11.19%

05/03/21

05/07/29

15,000

14,614

13,890

3.99

Naviga Inc. (f/k/a Newscycle Solutions, Inc.)

First Lien Secured Term Loan

1.00%

L+ 7.00%

9.25%

06/14/19

12/29/22

3,197

3,188

3,197

0.92

Naviga Inc. (f/k/a Newscycle Solutions, Inc.)(7)(12)

First Lien Secured Revolving Loan

1.00%

Base rate+ 6.38%

10.41%

06/14/19

12/29/22

183

183

183

0.05

17,985

17,270

4.96

Asset Management & Custody Banks

JZ Capital Partners Ltd.(4)(5)

First Lien Secured Term Loan

1.00%

L+ 7.00%

8.21%

01/26/22

01/26/27

10,286

10,098

10,196

2.93

JZ Capital Partners Ltd.(4)(5)(7)

First Lien Secured Delayed Draw Loan

1.00%

L+ 7.00%

8.21%

01/26/22

01/26/27

55

0.02

10,098

10,251

2.95

Automotive Retail

Team Car Care Holdings, LLC (Heartland Auto)(12)

First Lien Secured Term Loan

1.00%

Base rate+ 7.98%

9.04%

02/16/18

06/28/24

14,825

14,753

14,791

4.26

14,753

14,791

4.26

Broadcasting

Coastal Television Broadcasting Group LLC

First Lien Secured Term Loan

1.00%

SF+ 6.50%

8.02%

12/30/21

12/30/26

8,191

8,044

8,041

2.31

Coastal Television Broadcasting Group LLC(7)

First Lien Secured Revolving Loan

1.00%

SF+ 6.50%

8.02%

12/30/21

12/30/26

8,044

8,041

2.31

Building Products

PFB Holdco, Inc. (d/b/a PFB Corporation)(13)

First Lien Secured Term Loan

1.00%

C+ 6.50%

7.73%

12/17/21

12/17/26

8,982

6,900

6,903

1.98

PFB Holdco, Inc. (d/b/a PFB Corporation)(7)(13)

First Lien Secured Revolving Loan

1.00%

C+ 6.50%

7.73%

12/17/21

12/17/26

7

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

2,187

2,148

2,155

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

1

Trimlite Buyer LLC (d/b/a Trimlite LLC)(5)(13)

First Lien Secured Term Loan

1.00%

C+ 6.50%

9.18%

07/27/21

07/27/26

22,688

17,784

17,345

4.99

26,832

26,411

7.59

Cable & Satellite

Bulk Midco, LLC(15)(24)

First Lien Secured Term Loan

1.00%

L+ 7.17%

8.67%

06/08/18

06/08/23

14,922

14,880

14,326

4.12

14,880

14,326

4.12

Commodity Chemicals

Flexitallic Group SAS

First Lien Secured Term Loan

1.00%

L+ 7.50%

9.75% (9.25% Cash + 0.50% PIK)

10/28/19

10/29/26

15,682

15,078

15,333

4.41

15,078

15,333

4.41

Construction Materials

Claridge Products and Equipment, LLC

First Lien Secured Term Loan

1.00%

L+ 6.50%

8.75%

12/30/20

12/29/25

7,601

7,495

7,508

2.15

Claridge Products and Equipment, LLC(7)(12)

First Lien Secured Revolving Loan

1.00%

Base rate+ 5.93%

9.06%

12/30/20

12/29/25

891

882

872

0.25

8,377

8,380

2.40

Consumer Finance

Maxitransfers Blocker Corp.

First Lien Secured Term Loan

1.00%

L+ 8.50%

10.75%

10/07/20

10/07/25

8,367

8,237

8,367

2.41

Maxitransfers Blocker Corp.(4)(7)

First Lien Secured Revolving Loan

1.00%

L+ 8.50%

10.75%

10/07/20

10/07/25

16

8,237

8,383

2.41

Data Processing & Outsourced Services

Escalon Services Inc.

First Lien Secured Term Loan

1.00%

L+ 10.31%

11.72% (10.22% Cash + 1.50% PIK)

12/04/20

12/04/25

17,247

16,514

17,592

5.06

Future Payment Technologies, L.P.

First Lien Secured Term Loan

1.00%

L+ 8.25%

9.31%

12/23/16

06/07/24

23,533

23,371

23,533

6.77

39,885

41,125

11.83

See notes to the consolidated financial statements

8

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 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

   

Department Stores

Mills Fleet Farm Group, LLC

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.92%

10/24/18

10/24/24

13,172

$

12,992

$

13,172

3.79

%

12,992

13,172

3.79

Distributors

Crown Brands LLC

First Lien Secured Term Loan

1.00%

SF+ 8.00%

9.05%

04/22/22

12/09/25

357

357

357

0.10

Crown Brands LLC(19)

Second Lien Secured Term Loan

1.50%

L+ 10.50%

12.17%

12/15/20

01/08/26

4,384

4,312

2,850

0.82

Crown Brands LLC(19)

Second Lien Secured Delayed Draw Loan

1.50%

L+ 10.50%

12.19%

12/15/20

01/08/26

651

651

423

0.12

5,320

3,630

1.04

Diversified Chemicals

Manchester Acquisition Sub LLC (d/b/a Draslovka Holding AS)

First Lien Secured Term Loan

0.75%

SF+ 5.75%

7.30%

11/16/21

11/16/26

7,960

7,572

7,571

2.18

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

7,371

7,299

7,003

2.02

14,871

14,574

4.20

Diversified Support Services

NNA Services, LLC

First Lien Secured Term Loan

1.00%

L+ 6.75%

9.00%

08/27/21

08/27/26

11,448

11,329

11,357

3.27

11,329

11,357

3.27

Education Services

EducationDynamics, LLC

First Lien Secured Term Loan

1.00%

L+ 7.00%

8.60% (8.10% Cash + 0.50% PIK)

09/15/21

09/15/26

13,186

12,964

13,169

3.78

EducationDynamics, LLC(4)(7)

First Lien Secured Delayed Draw Loan

1.00%

L+ 7.00%

8.60% (8.10% Cash + 0.50% PIK)

09/15/21

09/15/26

27

0.01

EducationDynamics, LLC(7)

First Lien Secured Revolving Loan

1.00%

L+ 7.00%

8.60% (8.10% Cash + 0.50% PIK)

09/15/21

09/15/26

19

0.01

EducationDynamics, LLC(4)

Subordinated Unsecured Term Loan

N/A

4.00%

4.00%

09/15/21

03/15/27

167

167

167

0.05

13,131

13,382

3.85

Electric Utilities

CleanChoice Energy, Inc. (d/b/a CleanChoice)

First Lien Secured Term Loan

1.00%

L+ 7.25%

8.29%

10/12/21

10/12/26

10,500

10,320

10,352

2.98

10,320

10,352

2.98

Environmental & Facilities Services

Industrial Specialty Services USA LLC

First Lien Secured Term Loan

1.00%

L+ 6.25%

8.50%

12/31/21

12/31/26

11,947

11,732

11,595

3.34

Industrial Specialty Services USA LLC(7)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.71%

12/31/21

12/31/26

1,016

998

984

0.28

12,730

12,579

3.62

Health Care Facilities

Bridgepoint Healthcare, LLC

First Lien Secured Term Loan

1.00%

L+ 7.75%

8.94%

10/05/21

10/05/26

10,701

10,518

10,508

3.02

Bridgepoint Healthcare, LLC(7)

First Lien Secured Delayed Draw Loan

1.00%

L+ 7.75%

8.94%

10/05/21

10/05/26

(8)

Bridgepoint Healthcare, LLC(7)

First Lien Secured Revolving Loan

1.00%

L+ 7.75%

8.94%

10/05/21

10/05/26

(2)

10,518

10,498

3.02

See notes to the consolidated financial statements

9

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 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%

11.25% (10.75% Cash + 0.50% PIK)

06/14/19

06/14/24

7,164

$

7,111

$

7,164

2.06

%

CHS Therapy, LLC

First Lien Secured Term Loan C

1.50%

L+ 9.00%

11.25% (10.75% Cash + 0.50% PIK)

10/07/20

06/14/24

881

872

881

0.25

Lab Logistics, LLC

First Lien Secured Term Loan

1.00%

SF+ 7.25%

8.63%

10/16/19

09/25/23

5,515

5,445

5,450

1.57

Lab Logistics, LLC

First Lien Secured Delayed Draw Loan

1.00%

L+ 7.25%

8.25%

10/16/19

09/25/23

5,157

5,145

5,157

1.48

PG Dental New Jersey Parent, LLC

First Lien Secured Term Loan

1.00%

L+ 9.75%

11.07% (9.57% Cash + 1.50% PIK)

11/25/20

11/25/25

14,787

14,565

13,548

3.90

PG Dental New Jersey Parent, LLC(7)

First Lien Secured Revolving Loan

1.00%

L+ 9.75%

11.07% (9.57% Cash + 1.50% PIK)

11/25/20

11/25/25

352

346

298

0.09

33,484

32,498

9.35

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

21,682

21,171

21,096

6.07

ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC)(7)(12)

First Lien Secured Revolving Loan

0.75%

Base rate+ 6.51%

11.22%

02/23/22

02/23/28

1,970

1,923

1,916

0.55

23,094

23,012

6.62

Heavy Electrical Equipment

PPS CR Acquisition, Inc. (d/b/a Power Plant Services)

First Lien Secured Term Loan

1.00%

L+ 6.25%

8.50%

06/25/21

06/25/26

11,067

10,891

10,953

3.15

PPS CR Acquisition, Inc. (d/b/a Power Plant Services)(7)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

8.50%

06/25/21

06/25/24

104

103

112

0.03

10,994

11,065

3.18

Home Furnishings

Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.51%

10/12/21

10/12/26

19,934

19,592

19,655

5.66

Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)(7)

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

7.51%

10/12/21

10/12/26

8

Sure Fit Home Products, LLC

First Lien Secured Term Loan

1.00%

L+ 9.75%

12.01%

04/12/21

07/13/23

4,807

4,751

4,086

1.18

24,343

23,749

6.84

Household Appliances

Token Buyer, Inc. (d/b/a Therm-O-Disc, Inc.)

First Lien Secured Term Loan

0.50%

SF+ 6.00%

7.63%

05/26/22

05/31/29

6,180

5,691

5,686

1.64

5,691

5,686

1.64

Household Products

The Kyjen Company, LLC (d/b/a Outward Hound)

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.99%

04/05/21

04/05/26

11,345

11,217

11,062

3.18

The Kyjen Company, LLC (d/b/a Outward Hound)(7)

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

7.95%

04/05/21

04/05/26

704

696

683

0.20

11,913

11,745

3.38

Industrial Machinery

Project Castle, Inc. (d/b/a Material Handling Systems, Inc.)

First Lien Secured Term Loan

0.50%

L+ 5.50%

6.90%

06/09/22

06/01/29

8,376

7,496

7,559

2.18

7,496

7,559

2.18

Interactive Media & Services

MSI Information Services, Inc.

First Lien Secured Term Loan

1.00%

SF+ 7.75%

9.38%

04/25/22

04/24/26

7,950

7,798

7,791

2.24

MSI Information Services, Inc.(7)(12)

First Lien Secured Revolving Loan

1.00%

Base rate+ 6.84%

11.30%

04/25/22

04/24/26

481

472

471

0.14

8,270

8,262

2.38

Internet & Direct Marketing Retail

BBQ Buyer, LLC (d/b/a BBQ Guys)

First Lien Secured Term Loan

1.50%

L+ 10.00%

11.67% (9.67% Cash + 2.00% PIK)

08/28/20

08/28/25

12,686

12,484

12,528

3.61

BBQ Buyer, LLC (d/b/a BBQ Guys)

First Lien Secured Delayed Draw Loan

1.50%

L+ 10.00%

11.67% (9.67% Cash + 2.00% PIK)

04/29/22

08/28/25

2,586

2,543

2,560

0.74

Luxury Brand Holdings, Inc. (d/b/a Ross-Simons, Inc.)

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.74%

12/04/20

06/04/26

5,910

5,826

5,873

1.69

Potpourri Group, Inc.

First Lien Secured Term Loan

1.50%

L+ 8.25%

9.75%

07/03/19

07/03/24

16,920

16,767

16,920

4.87

37,620

37,881

10.91

See notes to the consolidated financial statements

10

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 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

   

Investment Banking & Brokerage

JVMC Holdings Corp. (fka RJO Holdings Corp)

First Lien Secured Term Loan

1.00%

L+ 7.00%

8.67%

02/28/19

02/28/24

12,295

$

12,254

$

12,295

3.54

%

12,254

12,295

3.54

IT Consulting & Other Services

ATSG, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.91%

11/12/21

11/12/26

13,921

13,678

13,708

3.95

13,678

13,708

3.95

Leisure Facilities

Honors Holdings, LLC (d/b/a Orange Theory)(16)(24)

First Lien Secured Term Loan

1.00%

L+ 7.69%

9.35% (8.85% Cash + 0.50% PIK)

09/06/19

09/06/24

9,440

9,329

9,345

2.69

Honors Holdings, LLC (d/b/a Orange Theory)(16)(24)

First Lien Secured Delayed Draw Loan

1.00%

L+ 7.73%

9.05% (8.55% Cash + 0.50% PIK)

09/06/19

09/06/24

4,649

4,616

4,603

1.32

Lift Brands, Inc. (d/b/a Snap Fitness)

First Lien Secured Term Loan A

1.00%

L+ 7.50%

9.17%

06/29/20

06/29/25

5,603

5,550

5,546

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

1,330

1,313

1,303

0.38

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

1,084

0.31

22,073

21,881

6.30

Leisure Products

Playmonster Group LLC(6)(20)(22)

First Lien Secured Term Loan

1.00%

L+ 8.00%

9.08% (1.08% Cash + 8.00% PIK)

01/24/22

06/08/26

3,489

3,489

3,489

1.00

3,489

3,489

1.00

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%

10.25%

11/23/21

12/16/29

5,000

4,930

4,900

1.41

4,930

4,900

1.41

Office Services & Supplies

American Crafts, LC

First Lien Secured Term Loan

1.00%

L+ 8.50%

10.17%

05/28/21

05/28/26

8,245

8,149

8,030

2.31

American Crafts, LC

First Lien Secured Delayed Draw Loan

1.00%

L+ 8.50%

10.17%

01/25/22

05/28/26

1,385

1,360

1,359

0.39

Empire Office, Inc.

First Lien Secured Term Loan

1.50%

L+ 6.50%

8.17%

04/12/19

04/12/24

12,231

12,118

12,072

3.47

Empire Office, Inc.(4)(7)

First Lien Secured Delayed Draw Loan

1.50%

L+ 6.50%

8.17%

08/17/21

04/12/24

(56)

(0.02)

21,627

21,405

6.15

Packaged Foods & Meats

Lenny & Larry's, LLC(17)(24)

First Lien Secured Term Loan

1.00%

L+ 8.38%

9.70% (7.99% Cash + 1.71% PIK)

05/15/18

05/15/23

11,188

11,151

10,909

3.15

11,151

10,909

3.15

Personal Products

Inspired Beauty Brands, Inc.

First Lien Secured Term Loan

1.00%

L+ 7.00%

8.41%

12/30/20

12/30/25

11,960

11,792

11,841

3.41

Inspired Beauty Brands, Inc.(7)

First Lien Secured Revolving Loan

1.00%

L+ 7.00%

8.41%

12/30/20

12/30/25

2

Sunless, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.50%

8.75%

06/30/22

08/13/25

2,097

2,055

2,055

0.59

13,847

13,898

4.00

Research & Consulting Services

Aeyon LLC(24)

First Lien Secured Term Loan

1.00%

SF+ 8.88%

10.07%

02/10/22

02/10/27

8,955

8,790

8,812

2.54

ALM Media, LLC

First Lien Secured Term Loan

1.00%

L+ 6.50%

8.17%

11/25/19

11/25/24

13,781

13,649

13,643

3.93

Nelson Worldwide, LLC

First Lien Secured Term Loan

1.00%

L+ 10.25%

11.29% (10.29% Cash + 1.00% PIK)

01/09/18

01/09/23

9,411

9,386

9,309

2.68

31,825

31,764

9.15

See notes to the consolidated financial statements

11

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 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 Consumer Services

Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)

First Lien Secured Term Loan

1.00%

L+ 6.50%

8.10%

11/16/21

11/16/27

12,838

$

12,607

$

12,624

3.63

%

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%

8.10%

11/16/21

11/16/27

5

HC Salon Holdings, Inc. (d/b/a Hair Cuttery)

First Lien Secured Term Loan

1.00%

L+ 8.00%

10.25%

09/30/21

09/30/26

11,579

11,382

11,579

3.33

HC Salon Holdings, Inc. (d/b/a Hair Cuttery)(7)

First Lien Secured Revolving Loan

1.00%

L+ 8.00%

10.25%

09/30/21

09/30/26

12

True Blue Car Wash, LLC(24)

First Lien Secured Term Loan

1.00%

SF+ 6.85%

8.47%

10/17/19

10/17/24

10,035

9,930

9,943

2.86

True Blue Car Wash, LLC(7)(24)

First Lien Secured Delayed Draw Loan

1.00%

SF+ 6.50%

7.98%

10/17/19

10/17/24

3,358

3,308

3,310

0.95

37,227

37,473

10.77

Specialized Finance

WHF STRS Ohio Senior Loan Fund LLC(4)(5)(9)(14)

Subordinated Note

N/A

L+ 6.50%

7.62%

07/19/19

N/A

80,000

80,000

80,000

23.03

80,000

80,000

23.03

Systems Software

Arcstor Midco, LLC (d/b/a Arcserve (USA), LLC

First Lien Secured Term Loan

1.00%

L+ 7.00%

9.25%

03/16/21

03/16/27

19,256

18,954

17,909

5.15

18,954

17,909

5.15

Technology Hardware, Storage & Peripherals

Telestream Holdings Corporation

First Lien Secured Term Loan

1.00%

SF+ 9.25%

10.59%

10/15/20

10/15/25

15,926

15,583

15,899

4.58

Telestream Holdings Corporation(7)

First Lien Secured Revolving Loan

1.00%

SF+ 9.25%

10.59%

10/15/20

10/15/25

530

519

546

0.16

Telestream Holdings Corporation(7)

First Lien Secured Delayed Draw Loan

1.00%

SF+ 9.25%

10.59%

05/12/22

10/15/25

16,102

16,445

4.74

Total Debt Investments

$

721,166

$

717,089

206.35

%

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

201

$

251

$

185

0.05

%

251

185

0.05

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

650

0.19

1,250

650

0.19

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

576

0.17

423

576

0.17

Data Processing & Outsourced Services

Escalon Services Inc.(4)

Warrants

N/A

N/A

N/A

12/04/20

N/A

709

476

2,183

0.63

476

2,183

0.63

Diversified Support Services

Quest Events, LLC(4)

Preferred Units

N/A

N/A

N/A

12/28/18

12/08/25

324

324

53

0.02

ImageOne Industries, LLC(4)

Common A Units

N/A

N/A

N/A

09/20/19

N/A

227

2

120

0.03

326

173

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

800

0.23

825

800

0.23

See notes to the consolidated financial statements

12

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 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

Lab Logistics, LLC(4)(21)

Preferred Units

N/A

14.00%

14.00% PIK

10/29/19

N/A

2

$

857

$

1,141

0.33

%

857

1,141

0.33

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

851

851

2,068

0.60

851

2,068

0.60

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

2,255

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

840

0.24

1,614

3,095

0.89

Investment Banking & Brokerage

Arcole Holding Corporation(4)(5)(6)(18)

Shares

N/A

N/A

N/A

10/01/20

N/A

6,944

6,475

1.86

6,944

6,475

1.86

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

1,554

0.45

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

2,050

0.59

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

183

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

74

0.02

2,734

257

0.07

Leisure Products

Playmonster Group Equity, Inc. (d/b/a PlayMonster Group LLC)(4)(6)(8)(22)

Preferred Stock

N/A

14.00%

14.00% PIK

01/24/22

N/A

36

3,600

2,253

0.66

Playmonster Group Equity, Inc. (d/b/a PlayMonster Group LLC)(4)(6)(22)

Common Stock

N/A

N/A

N/A

01/24/22

N/A

72

460

4,060

2,253

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

3,489

1.00

2,890

3,489

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

882

0.26

840

882

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

22,279

6.41

20,000

22,279

6.41

Total Equity Investments

$

46,643

$

49,390

14.23

%

Total Investments

$

767,809

$

766,479

220.58

%

See notes to the consolidated financial statements

13

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 2022

(in thousands)

Forward Currency Contracts

Counterparty

    

Currency to be sold

    

Currency to be purchased

    

Settlement date

    

Unrealized
appreciation

    

Unrealized
depreciation

Morgan Stanley

C$

80 CAD

$

62 USD

7/29/22

$

$

Total

$

$

(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”).
(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 82.9% 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 June 30, 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 220.6% of the Company’s net assets or 95.9% 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.

See notes to the consolidated financial statements

14

WhiteHorse Finance, Inc.

Consolidated Schedule of Investments (Unaudited)

June 30, 2022

(in thousands)

(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.
(24)Investment is structured as a unitranche loan in which the Company may receive additional interest 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.

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

   

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

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

   

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

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

   

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

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

   

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

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

   

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

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

   

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

21

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

22

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

23

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 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.

24

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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.

25

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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

26

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 June 30, 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 June 30, 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 June 30, 2022 and December 31, 2021, the cost of investments for federal income tax purposes was $769,156 and $835,502 resulting in net unrealized depreciation of $2,677 and $16,293, respectively. This is comprised of gross unrealized appreciation of $14,919 and $10,770 and gross unrealized depreciation of $17,596 and $27,062, on a tax basis, as of June 30, 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.

27

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction. The guidance also requires specific disclosures related to equity securities that are subject to contractual sale restrictions. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on its consolidated financial statements.

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 and six months ended June 30, 2022 and 2021:

For the three months ended

For the three months ended

For the six months ended

For the six months ended

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

Realized gain (loss) on forward currency contracts

$

(8)

$

(4)

$

(8)

$

(4)

Unrealized appreciation (depreciation) on forward currency contracts

4

1

Total net realized and unrealized gains (losses) on forward currency contracts

$

(4)

$

(3)

$

(8)

$

(4)

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. Open contracts as of June 30, 2022 were as follows:

Counterparty

    

Currency to be sold

    

Currency to be purchased

    

Settlement date

    

Unrealized
appreciation

    

Unrealized
depreciation

Morgan Stanley

C$

80 CAD

$

62 USD

7/29/22

$

$

Total

$

$

28

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

The following table is a summary of the average USD notional exposure to foreign currency forward contracts for the three and six months ended June 30, 2022 and 2021:

Three months ended June 30, 

Six months ended June 30, 

Average USD notional outstanding

    

2022

2021

    

2022

2021

Forward currency contracts

$

205

$

84

$

217

$

64

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 June 30, 2022.

As of June 30, 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

$

$

$

$

$

$

$

$

$

Total

$

$

$

$

$

$

$

$

$

(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 June 30, 2022

As of December 31, 2021

    

Amortized Cost

    

Fair Value

    

Amortized Cost

    

Fair Value

First lien secured loans

$

616,492

$

614,859

$

709,318

$

697,232

Second lien secured loans

 

24,507

 

22,063

 

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)

 

26,643

 

27,111

 

21,991

 

22,552

Equity in STRS JV

 

20,000

 

22,279

 

15,000

 

15,607

Total

$

767,809

$

766,479

$

831,960

$

819,208

29

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 June 30, 2022

As of December 31, 2021

Advertising

    

$

185

    

%  

$

9,738

    

1.3

%

Air Freight & Logistics

16,351

2.5

21,379

2.9

Application Software

17,270

2.6

22,590

3.0

Asset Management & Custody Banks

10,251

1.5

Automotive Retail

14,791

2.2

15,286

2.1

Broadcasting

8,041

1.2

8,027

1.1

Building Products

26,987

4.1

44,184

5.9

Cable & Satellite

14,326

2.2

14,526

2.0

Commodity Chemicals

15,333

2.3

15,172

2.0

Construction & Engineering

11,086

1.5

Construction Materials

8,380

1.3

7,673

1.0

Consumer Finance

8,383

1.3

9,628

1.3

Data Processing & Outsourced Services

43,308

6.5

32,864

4.4

Department Stores

13,172

2.0

13,538

1.8

Distributors

3,630

0.5

4,025

0.5

Diversified Chemicals

14,574

2.2

18,360

2.5

Diversified Support Services

11,530

1.7

11,618

1.6

Education Services

13,549

2.0

13,398

1.8

Electric Utilities

10,352

1.6

10,296

1.4

Electronic Equipment & Instruments

6,687

0.9

Environmental & Facilities Services

13,379

2.0

32,998

4.4

Health Care Facilities

10,498

1.6

25,576

3.4

Health Care Services

33,639

5.1

58,055

7.8

Health Care Supplies

23,012

3.5

Heavy Electrical Equipment

11,065

1.7

11,088

1.5

Home Furnishings

23,749

3.6

24,017

3.2

Household Appliances

5,686

0.9

Household Products

11,745

1.8

11,773

1.6

Industrial Machinery

8,226

1.2

Interactive Media & Services

10,330

1.6

20,157

2.7

Internet & Direct Marketing Retail

40,976

6.2

45,668

6.1

Investment Banking & Brokerage

18,770

2.8

19,603

2.6

IT Consulting & Other Services

15,758

2.4

19,162

2.6

Leisure Facilities

22,138

3.3

22,142

3.0

Leisure Products

5,742

0.9

3,072

0.4

Life Sciences Tools & Services

4,900

0.7

4,925

0.7

Office Services & Supplies

21,405

3.2

20,921

2.8

Other Diversified Financial Services

3,489

0.5

3,492

0.5

Packaged Foods & Meats

10,909

1.6

10,862

1.5

Personal Products

13,898

2.1

12,260

1.6

Real Estate Operating Companies

5,431

0.7

Research & Consulting Services

31,764

4.8

23,822

3.2

Specialized Consumer Services

38,355

5.8

36,225

4.9

Specialized Finance(1)

Systems Software

17,909

2.6

19,160

2.6

Technology Hardware, Storage & Peripherals

16,445

2.4

23,117

3.1

Total(1)

$

664,200

100.0

%

$

743,601

100.0

%

(1)Excludes investments in STRS JV.

30

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

As of June 30, 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 June 30, 2022 and December 31, 2021, the weighted average remaining term of the Company’s debt investments, excluding non-accrual investments, were approximately 3.5 years and 3.8 years, respectively.

As of June 30, 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 six months ended June 30, 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

June 30, 

Affiliated Person(1)

Asset

    

income

    

2021

    

Purchases

    

Sales

    

Gain (Loss)

    

(Depreciation)

    

2022

Non-controlled affiliates

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Arcole Holding Corporation

Equity

$

240

$

6,874

$

$

$

$

(399)

$

6,475

PlayMonster LLC

First Lien Secured Revolving Loan

 

13

 

 

1,088

 

(1,088)

 

 

 

Playmonster Group LLC

First Lien Secured Loan

 

120

 

 

3,489

 

 

 

 

3,489

Playmonster Group Equity, Inc. (d/b/a PlayMonster)

Preferred Equity

 

 

 

3,600

 

 

 

(1,347)

 

2,253

Playmonster Group Equity, Inc. (d/b/a PlayMonster)

Common Equity

 

 

 

460

 

 

 

(460)

 

Total Non-controlled affiliates

$

373

$

6,874

$

8,637

$

(1,088)

$

$

(2,206)

$

12,217

Controlled affiliates

WHF STRS Ohio Senior Loan Fund LLC*

 

Subordinated Note

$

2,586

$

60,000

$

20,000

$

$

$

$

80,000

WHF STRS Ohio Senior Loan Fund LLC*

 

Equity

 

2,997

 

15,607

 

5,000

 

 

 

1,672

 

22,279

Total Controlled affiliates

 

  

$

5,583

$

75,607

$

25,000

$

$

$

1,672

$

102,279

*

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.

31

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

(1)Refer to the consolidated schedule of investments for the principal amount, industry classification and other security detail of each portfolio company.

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. On June 24, 2022, the PlayMonster LLC first lien secured revolving loan investment was fully realized. A portion of the PlayMonster LLC first lien revolving loan investment restructured into the existing Playmonster Group LLC first lien secured term loan, with a total cost basis of $437.

For the three months ended June 30, 2022, the Company recovered $1,725 on an equity investment to the RCS Creditor Trust Class B Units and is reported as a non-controlled affiliate realized gain in the consolidated statements of operations. The Company previously recovered $562 on the RCS Creditor Trust Class B Units during the three months ended December 31, 2021.

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)

 

 

761

 

Total Non-controlled affiliates

$

1,190

$

15,717

$

$

(10,000)

$

$

1,187

$

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.

32

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 index rate such as LIBOR or SOFR 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 June 30, 2022 and December 31, 2021, STRS JV had total assets of $336,541 and $273,523, respectively. STRS JV’s portfolio consisted of debt investments in 32 and 28 portfolio companies as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 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 $79,121 and $83,057 as of June 30, 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 June 30, 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 June 30, 2022 and December 31, 2021, respectively. As of June 30, 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.

33

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 June 30, 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 floating 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 June 30, 2022, STRS JV had $181,678 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 floating 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.

34

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

Below is a listing of STRS JV’s individual investments as of June 30, 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%

8.25%

02/18/22

12/15/26

9,239

$

9,074

$

9,045

I&I Sales Group, LLC (d/b/a Avision Sales Group)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

8.25%

03/11/22

12/15/26

394

387

396

I&I Sales Group, LLC (d/b/a Avision Sales Group)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

8.25%

02/18/22

12/15/26

(2)

9,461

9,439

Air Freight & Logistics

ITS Buyer Inc.

First Lien Secured Term Loan

1.00%

L+ 6.00%

8.25%

02/17/22

06/15/26

3,600

3,538

3,553

ITS Buyer Inc.

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

8.25%

02/17/22

06/15/26

2

3,538

3,555

Application Software

MEP-TS Midco, LLC (d/b/a Tax Slayer)

First Lien Secured Term Loan

1.00%

L+ 6.00%

8.88%

01/21/21

12/31/26

13,421

13,204

13,421

MEP-TS Midco, LLC (d/b/a Tax Slayer)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

8.88%

01/21/21

12/31/26

25

13,204

13,446

Building Products

Drew Foam Companies Inc

First Lien Secured Term Loan

1.00%

L+ 6.00%

8.25%

11/09/20

11/05/25

14,342

14,147

14,342

14,147

14,342

Construction & Engineering

Road Safety Services, Inc.

First Lien Secured Term Loan

1.00%

SF+ 6.50%

8.13%

12/31/19

03/18/25

8,647

8,546

8,627

8,546

8,627

Data Processing & Outsourced Services

Geo Logic Systems Ltd.(7)

First Lien Secured Term Loan

1.00%

C+ 6.50%

9.18%

01/22/20

12/19/24

20,360

15,593

15,664

Geo Logic Systems Ltd.(7)

First Lien Secured Revolving Loan

1.00%

C+ 6.50%

9.18%

01/22/20

12/19/24

2

15,593

15,666

Diversified Support Services

Quest Events, LLC(10)

First Lien Secured Term Loan

1.00%

L+ 6.50%

8.75% (8.25% Cash + 0.50% PIK)

07/19/19

12/28/24

11,944

11,846

11,105

Quest Events, LLC(10)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

8.25% (7.75% Cash + 0.50% PIK)

07/19/19

12/28/24

468

463

406

12,309

11,511

Electronic Equipment & Instruments

LMG Holdings, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.50%

8.75%

06/28/21

04/30/26

13,535

13,323

13,247

LMG Holdings, Inc.

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

8.14%

06/28/21

04/30/26

348

343

338

13,666

13,585

Environmental & Facilities Services

Juniper Landscaping Holdings LLC

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.81%

03/01/22

12/29/26

11,363

11,183

11,170

Juniper Landscaping Holdings LLC(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

7.81%

03/01/22

12/29/26

(3)

Juniper Landscaping Holdings LLC

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.81%

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%

7.25%

01/22/20

12/26/24

7,509

7,423

7,503

WH Lessor Corp. (d/b/a Waste Harmonics, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 5.59%

7.25%

01/22/20

12/26/24

5

18,606

18,674

35

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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)

Household Appliances

Smalto Inc. (d/b/a PEMCO International)(9)

First Lien Secured Term Loan

1.00%

E + 6.25%

7.25%

05/04/22

04/28/28

6,676

$

6,888

$

6,858

Smalto Inc. (d/b/a PEMCO International)

First Lien Secured Term Loan

1.00%

SF+ 6.00%

7.18%

05/04/22

04/28/28

1,017

997

997

Smalto Inc. (d/b/a PEMCO International)(9)

First Lien Secured Revolving Loan

1.00%

E + 6.25%

7.25%

05/04/22

04/29/27

419

437

435

Smalto Inc. (d/b/a PEMCO International)

First Lien Secured Revolving Loan

1.00%

SF+ 6.00%

7.25%

05/04/22

04/29/27

8,322

8,290

Industrial Machinery

BLP Buyer, Inc. (d/b/a Bishop Lifting Products, Inc.)

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.54%

02/18/22

02/01/27

8,229

8,078

8,101

BLP Buyer, Inc. (d/b/a Bishop Lifting Products, Inc.)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.44%

02/18/22

02/01/27

274

269

271

Pennsylvania Machine Works, LLC (d/b/a Penn Western)

First Lien Secured Term Loan

1.00%

SF+ 6.25%

8.57%

03/25/22

03/08/27

6,942

6,845

6,880

15,192

15,252

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%

8.17%

07/19/19

07/01/25

19,105

18,882

19,105

Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

8.17%

07/19/19

07/01/25

10

18,882

19,115

Investment Banking & Brokerage

TOUR Intermediate Holdings, LLC

First Lien Secured Term Loan

1.00%

L+ 6.50%

8.17%

05/19/20

05/15/25

7,228

7,149

7,228

TOUR Intermediate Holdings, LLC

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.50%

8.17%

05/19/20

05/15/25

2,542

2,529

2,542

9,678

9,770

IT Consulting & Other Services

Cennox Holdings Limited (d/b/a Cennox)(8)

First lien Secured Term Loan

1.00%

L+ 6.00%

7.69%

07/16/21

05/04/26

2,851

3,876

3,447

Cennox Holdings Limited (d/b/a Cennox)(9)

First lien Secured Term Loan

1.00%

L+ 6.25%

8.28%

06/28/22

05/04/26

9,506

9,857

9,764

Cennox Holdings Limited (d/b/a Cennox)(8)

First lien Secured Revolving Loan

1.00%

L+ 6.00%

7.69%

07/16/21

05/04/26

864

1,175

1,044

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.25%

8.50%

01/27/21

12/31/26

11,207

11,037

11,095

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.25%

7.48%

01/27/21

12/31/26

3,022

2,972

2,993

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)(6)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.88%

01/27/21

12/31/26

676

665

673

Turnberry Solutions, Inc.

First Lien Secured Term Loan

1.00%

SF+ 6.00%

7.15%

08/10/21

09/02/26

6,118

6,017

6,034

Turnberry Solutions, Inc.

First Lien Secured Revolving Loan

1.00%

P+ 5.00%

9.75%

08/10/21

09/02/26

215

212

213

35,811

35,263

Leisure Products

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)

First Lien Secured Term Loan

1.00%

L+ 5.50%

7.17%

11/30/21

11/19/26

3,887

3,852

3,860

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 5.50%

6.56%

11/30/21

11/19/26

5,133

5,088

5,103

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)

First Lien Secured Revolving Loan

1.00%

L+ 5.50%

6.56%

11/30/21

11/19/26

1

8,940

8,964

Packaged Foods & Meats

Mikawaya Holdings, LLC (aka MyMo)

First Lien Secured Term Loan

1.25%

L+ 5.50%

7.15%

02/18/20

01/29/25

3,011

2,979

3,011

Poultry Holdings LLC (HPP)

First Lien Secured Term Loan

1.00%

SF+ 7.25%

8.88% (7.38% Cash + 1.50% PIK)

10/21/19

06/28/25

7,205

7,131

6,843

Stella & Chewy's LLC

First Lien Secured Term Loan

1.00%

L+ 8.75%

10.75% (8.75% Cash + 2.00% PIK)

12/29/20

12/16/25

3,851

3,799

3,735

Stella & Chewy's LLC(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 8.75%

10.94% (8.94% Cash + 2.00% PIK)

03/26/21

12/16/25

1,365

1,355

1,324

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

9,001

8,941

9,001

24,205

23,914

36

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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)

Personal Products

Sunless, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.00%

8.25%

10/21/19

08/13/25

3,703

$

3,646

$

3,703

Sunless, Inc.(6)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

8.25%

10/21/19

08/13/25

8

3,646

3,711

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

12,349

13,689

12,715

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.33%

12/16/21

11/01/27

986

969

971

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

7.97%

12/16/21

11/01/27

897

881

883

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.97%

12/16/21

11/01/27

3

15,539

14,572

Real Estate Operating Companies

HRG Management, LLC (d/b/a HomeRiver Group, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.29%

12/28/21

10/19/26

9,701

9,534

9,534

HRG Management, LLC (d/b/a HomeRiver Group, LLC)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.25%

7.29%

02/18/22

10/19/26

1,276

1,258

1,251

HRG Management, LLC (d/b/a HomeRiver Group, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.29%

02/18/22

10/19/26

10,792

10,785

Real Estate Services

NPAV Lessor Corp. (d/b/a Nationwide Property & Appraisal Services, LLC)

First Lien Secured Term Loan

1.00%

SF+ 6.00%

7.60%

03/01/22

01/21/27

8,991

8,826

8,778

NPAV Lessor Corp. (d/b/a Nationwide Property & Appraisal Services, LLC)

First Lien Secured Revolving Loan

1.00%

SF+ 6.00%

7.60%

03/01/22

01/21/27

(4)

8,826

8,774

Research & Consulting Services

E-Phoenix Acquisition Co. Inc. (d/b/a Integreon, Inc.)

First Lien Secured Term Loan

1.00%

L+ 5.75%

8.00%

07/15/21

06/23/27

8,910

8,817

8,910

8,817

8,910

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

8,440

8,369

8,440

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

1,404

1,392

1,404

IDIG Parent, LLC (d/b/a IDIQ)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.02%

06/25/21

12/15/26

543

538

543

10,299

10,387

Technology Hardware, Storage & Peripherals

PS Lightwave, Inc.

First Lien Secured Term Loan

1.50%

L+ 6.75%

8.44%

05/19/20

03/10/25

7,264

7,182

7,140

Source Code Holdings, LLC (d/b/a Source Code Corporation)

First Lien Secured Term Loan

1.00%

SF+ 6.50%

8.13%

08/10/21

07/30/27

15,182

14,924

14,989

Source Code Holdings, LLC (d/b/a Source Code Corporation)(6)

First Lien Secured Delayed Draw Loan

1.00%

SF+ 6.50%

8.13%

08/10/21

07/30/27

19

22,106

22,148

Trading Companies & Distributors

LINC Systems, LLC

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.89%

06/22/21

02/24/26

10,084

9,923

10,065

LINC Systems, LLC

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.89%

06/22/21

02/24/26

11

9,923

10,076

Total Investments

$

320,048

$

318,776

Forward Currency Contracts

Counterparty

    

Currency to be sold

    

Currency to be purchased

    

Settlement date

    

Unrealized
appreciation

    

Unrealized
depreciation

Morgan Stanley

C$

433 CAD

$

338 USD

7/29/22

$

2

$

Morgan Stanley

£

277 GBP

$

348 USD

7/29/22

11

Total

$

13

$

(1)Except as noted, all investments provide collateral for the STRS JV Credit Facility.

37

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

(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, Prime, Euro Interbank Offered Rate (“EurIBOR” or “E”).
(3)The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the PIK interest rate, as the case may be.
(4)Except as otherwise noted, all of the STRS JV’s portfolio company investments, which as of the date of the portfolio represented 954% of STRS JV’s members’ equity or 95% 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.

38

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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

39

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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

40

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 members’ equity 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.

41

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

As of June 30, 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 June 30, 2022 and December 31, 2021, STRS JV had no investments on non-accrual status. STRS JV had outstanding commitments to fund investments totaling $28,345, and $22,883 under delayed draw term loan commitments and undrawn revolvers as of June 30, 2022 and December 31, 2021, respectively.

Below is certain summarized financial information for STRS JV as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021:

Selected Balance Sheet Information ($ in thousands)

As of June 30, 2022

As of December 31, 2021

Assets

 

  

 

  

Investments, at fair value (amortized cost of $320,048 and $260,472, respectively)

$

318,776

$

259,510

Cash and cash equivalents

 

14,098

 

13,004

Interest receivable

2,473

735

Unrealized appreciation on foreign currency forward contracts

13

19

Other assets

 

1,181

 

255

Total assets

$

336,541

$

273,523

Liabilities

 

  

 

  

Credit facility

$

179,710

$

145,003

Note payable to members

 

120,000

 

100,000

Interest payable on credit facility

 

464

 

282

Interest payable on notes to members

 

2,189

 

1,575

Other liabilities

 

760

 

651

Total liabilities

 

303,123

 

247,511

Members’ equity

 

33,418

 

26,012

Total liabilities and members’ equity

$

336,541

$

273,523

Three Months Ended

Six Months Ended

Selected Statement of Operations Information ($ in thousands)

    

June 30, 2022

    

June 30, 2021

    

June 30, 2022

    

June 30, 2021

Interest income

$

7,216

$

3,980

$

13,127

$

8,582

Total investment income

$

7,216

$

3,980

$

13,127

$

8,582

Interest expense on credit facility

 

1,645

 

971

 

2,885

 

1,958

Interest expense on notes to members

 

2,189

 

1,228

 

3,981

 

2,426

Administrative fee

 

165

 

103

 

314

 

195

Other expenses

 

150

 

112

 

385

 

229

Total expenses

$

4,149

$

2,414

$

7,565

$

4,808

Net investment income

 

3,067

 

1,566

 

5,562

 

3,774

Net realized gains (losses) on investments and foreign currency transactions

 

41

 

8

 

120

 

(59)

Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions

 

1,640

 

384

 

1,592

 

334

Net increase in members’ equity resulting from operations

$

4,748

$

1,958

$

7,274

$

4,049

42

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 six months ended June 30, 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.

43

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 June 30, 2022:

    

Level 1

    

Level 2

    

Level 3

    

Total

First lien secured loans

$

$

$

614,859

$

614,859

Second lien secured loans

 

 

 

22,063

 

22,063

Subordinated unsecured loans

 

 

167

 

167

Subordinated Note to STRS JV

 

 

 

80,000

 

80,000

Equity (excluding STRS JV)

 

 

 

27,111

 

27,111

Equity in STRS JV(1)

 

 

 

 

22,279

Total investments

$

$

$

744,200

$

766,479

(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 zero as of June 30, 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.

44

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 and six months ended June 30, 2022:

    

First Lien

    

Second Lien

    

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Three months ended June 30, 2022

Loans

Loans

Notes

JV

Equity

Investments

Fair value, beginning of period

$

648,770

$

23,780

 

$

167

$

80,000

$

26,878

$

779,595

Funding of investments

 

66,851

 

 

 

 

10

 

66,861

Non-cash interest income

 

422

 

2

 

 

 

 

424

Accretion of discount

 

1,609

 

22

 

 

 

 

1,631

Proceeds from paydowns and sales

 

(99,505)

 

 

 

 

(1,741)

 

(101,246)

Conversions

 

 

 

 

 

 

Realized gains (losses)

 

145

 

 

 

 

1,741

 

1,886

Net unrealized (depreciation) appreciation

 

(3,433)

 

(1,741)

 

 

 

223

 

(4,951)

Fair value, end of period

$

614,859

$

22,063

 

$

167

$

80,000

$

27,111

$

744,200

Change in unrealized appreciation (depreciation) on investments still held as of June 30, 2022

$

(2,719)

$

(1,741)

$

$

$

222

$

(4,238)

    

First Lien

    

Second Lien

    

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Six months ended June 30, 2022

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

 

169,774

 

 

 

20,000

 

677

 

190,451

Non-cash interest income

 

954

 

2

 

 

 

 

956

Accretion of discount (premium)

 

2,933

 

43

 

 

 

 

2,976

Proceeds from paydowns and sales

 

(245,386)

 

 

 

 

(1,851)

 

(247,237)

Conversions

 

(4,060)

 

 

 

 

4,060

 

Realized gains (losses)

 

(17,039)

 

(1,024)

 

 

 

1,765

 

(16,298)

Net unrealized (depreciation) appreciation

 

10,451

 

(608)

 

 

 

(92)

 

9,751

Fair value, end of period

$

614,859

$

22,063

 

$

167

$

80,000

$

27,111

$

744,200

Change in unrealized appreciation (depreciation) on investments still held as of June 30, 2022

$

(1,983)

$

(1,634)

$

$

$

(93)

$

(3,710)

45

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 and six months ended June 30, 2021:

    

First Lien

    

Second Lien

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Three months ended June 30, 2021

Loans

Loans

Notes

JV

Equity

Investments

Fair value, beginning of period

$

522,620

$

15,028

$

$

44,529

$

23,899

$

606,076

Funding of investments

 

103,195

 

14,550

 

5,280

 

660

 

123,685

Non-cash interest income

 

191

 

1

 

 

 

192

Accretion of discount

 

944

 

25

 

 

(25)

 

944

Proceeds from paydowns and sales

 

(66,590)

 

(85)

 

 

(9,442)

 

(76,117)

Realized gains

 

8

 

 

 

(563)

 

(555)

Net unrealized (depreciation) appreciation

 

2,469

 

195

 

 

1,504

 

4,168

Fair value, end of period

$

562,837

$

29,714

$

$

49,809

$

16,033

$

658,393

Change in unrealized appreciation (depreciation) on investments still held as of June 30, 2021

$

2,601

$

194

$

$

$

1,043

$

3,838

    

First Lien

    

Second Lien

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Six months ended June 30, 2021

Loans

Loans

Notes

JV

Equity

Investments

Fair value, beginning of period

$

588,580

$

27,596

$

$

41,073

$

23,319

$

680,568

Funding of investments

 

175,252

 

14,550

331

 

8,736

 

660

 

199,529

Non-cash interest income

 

684

 

2

 

 

 

686

Accretion of discount

 

3,434

 

96

 

 

(25)

 

3,505

Proceeds from paydowns and sales

 

(207,816)

 

(12,670)

(331)

 

 

(9,442)

 

(230,259)

Realized losses

 

8,168

 

 

 

(563)

 

7,605

Net unrealized (depreciation) appreciation

 

(5,465)

 

140

 

 

2,084

 

(3,241)

Fair value, end of period

$

562,837

$

29,714

$

$

49,809

$

16,033

$

658,393

Change in unrealized appreciation (depreciation) on investments still held as of June 30, 2021

$

3,901

$

195

$

$

$

1,323

$

5,419

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.

46

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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

June 30, 2022

Techniques

Inputs

(Weighted Average)(1)

First lien secured loans

$

367,583

Discounted cash flows

Discount rate

8.5% – 33.1% (12.0%)

29,987

Recent transaction

Transaction price

90.3 – 100.0 (94.9)

179,290

Discounted cash flows and Recent transaction

Discount rate

6.8% – 13.5% (10.8%)

Transaction price

97.6 – 98.9 (98.2)

7,571

Discounted cash flows and Market quote

Discount Rate

9.9%

Market Quote

90.5

30,428

Expected repayment

Transaction price

100.0 – 102.0 (101.2)

$

614,859

Second lien secured loans

$

3,273

Discounted cash flows

Discount rate

36.0%

4,900

Discounted cash flows and Recent transaction

Transaction price

98.6

Discount rate

12.1%

13,890

Discounted cash flows and Market quote

Discount Rate

13.7%

Market Quote

80.0

$

22,063

Subordinated Notes

$

80,000

Enterprise value

167

Discounted cash flows and Recent transaction

Discount Rate

4.1%

Transaction price

100.0

$

80,167

Preferred Equity

$

3,093

Discounted cash flows and Enterprise value

Discount Rate

17.0% – 24.8% (22.7%)

Exit EBITDA Multiple

9.0x

EBITDA Multiple Range

4.4x - 5.1x (4.8x)

Discount for lack of marketability

10.0%

2,190

Enterprise value

EBITDA Multiple Range

6.0x – 7.9x (7.1x)

$

5,283

Common Equity

$

3,992

Discounted cash flows

Discount rate

12.6% – 26.5% (18.5%)

Exit EBITDA Multiple

7.5x – 11.0x (9.5x)

7,125

Discounted cash flows and Enterprise value

Discount Rate

12.0%

Exit EBITDA Multiple

6.0x – 11.0x (10.5x)

EBITDA Multiple Range

3.8x - 6.6x (5.2x)

1,163

Enterprise value

Discount Rate

16.9%

Exit EBITDA Multiple

8.9x

EBITDA Multiple Range

13.2x

185

Collateral value and Recent transaction

Transaction price

$1.00 per share

EBITDA Multiple Range

8.1x

Discount for lack of marketability

10.0%

2,241

Collateral value

EBITDA Multiple Range

6.0x – 10.0x (7.9x)

Discount for lack of marketability

15.0%

1,376

Recent transaction and Enterprise value

Transaction price

10.0 - 1,000.0 (215.9 per share)

EBITDA Multiple Range

6.0x – 14.5x (10.9x)

$

16,082

Warrant

3,489

Discounted cash flows and Option-pricing method

Discount rate

29.7%

Exit EBITDA multiple

5.5x

Volatility

3.2%

Discount for lack of marketability

15.0%

2,257

Discounted cash flows

Discount Rate

23.3% – 26.9% (26.8%)

Exit EBITDA Multiple

8.6x – 10.3x (10.2x)

Discount for lack of marketability

15.0%

$

5,746

Total Level 3 Investments

$

744,200

(1)Unobservable inputs were weighted by the relative fair value of the investments.

47

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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)(1)

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

(1)Unobservable inputs were weighted by the relative fair value of the investments.

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

48

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

selected for a particular investment are based on the circumstances and on the sufficiency of data available to measure fair value. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances.

The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the nature of the instrument, whether the instrument is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires a greater degree of judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.

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 June 30, 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 June 30, 2022

As of December 31, 2021

Fair

    

Value Level

    

Principal Amount Outstanding

    

Fair Value

    

Principal Amount Outstanding

    

Fair Value

JPM Credit Facility

 

3

$

238,738

$

254,138

$

291,637

$

302,147

6.000% 2023 Notes

 

3

 

30,000

 

30,874

 

30,000

 

31,802

5.375% 2025 Notes

 

3

 

40,000

 

39,312

 

40,000

 

40,687

5.375% 2026 Notes

3

10,000

9,683

10,000

10,091

4.000% 2026 Notes

 

3

 

75,000

 

71,438

 

75,000

 

74,957

5.625% 2027 Notes

 

3

 

10,000

 

9,649

 

10,000

 

10,097

4.250% 2028 Notes

3

25,000

 

23,434

25,000

 

24,861

$

428,738

$

438,528

$

481,637

$

494,642

49

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 June 30, 2022 and December 31, 2021, the Company’s asset coverage for borrowed amounts was 181.0% and 172.6%, respectively.

Total borrowings outstanding and available as of June 30, 2022, were as follows:

    

Maturity

    

Rate

    

Principal Amount Outstanding

    

Amortized Cost

    

Available

JPM Credit Facility

 

11/22/2025

 

L+2.35

%  

$

238,738

$

235,987

$

96,262

6.000% 2023 Notes

 

8/7/2023

 

6.00

%  

 

30,000

 

29,805

 

5.375% 2025 Notes

 

10/20/2025

 

5.375

%  

 

40,000

 

39,563

 

5.375% 2026 Notes

 

12/4/2026

 

5.375

%  

 

10,000

 

9,870

 

4.000% 2026 Notes

 

12/15/2026

 

4.00

%  

 

75,000

 

73,479

 

5.625% 2027 Notes

 

12/4/2027

 

5.625

%  

 

10,000

 

9,864

 

4.250% 2028 Notes

12/6/2028

4.25

%  

25,000

24,667

Total debt

 

$

428,738

$

423,235

$

96,262

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

50

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 as collateral with a fair value of approximately $626,678 as of June 30, 2022 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 June 30, 2022, the Company had $238,738 in outstanding borrowings and $96,262 undrawn under the Credit Facility. Weighted average outstanding borrowings were $257,531 and $284,340 at a weighted average interest rate of 3.28% and 2.95% for the three and six months ended June 30, 2022. As of June 30, 2022, the interest rate in effect on outstanding borrowings was 4.03%. 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 June 30, 2022, $96,262 was available to be drawn by the Company based on these requirements.

As of December 31, 2021, the Company had $291,637 in outstanding borrowings and $43,363 undrawn under the Credit Facility. As of December 31, 2021, the weighted average outstanding borrowings were $245,934 at a weighted average interest rate of 2.60%. As of December 31, 2021, the interest rate in effect on outstanding borrowings was 2.55%. 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 December 31, 2021, $43,363 was available to be drawn by the Company based on these requirements.

51

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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.

52

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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, 2022. 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.

53

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

The following table details our management fee expenses for the three and six months ended June 30, 2022 and 2021:

Three months ended June 30, 

Six months ended June 30, 

Management Fee ($ in thousands)

    

2022

2021

    

2022

2021

    

Base management fee

$

3,908

$

3,357

$

7,859

$

6,701

Base management fee waived

Total management fees

$

3,908

$

3,357

$

7,859

$

6,701

As of June 30, 2022 and December 31, 2021, management fees payable on the consolidated statements of assets and liabilities were $3,908 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,

54

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

structuring, diligence and consulting fees or other fees received from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The operation of the first component of the incentive fee for each quarter is as follows:

no incentive fee is payable to the Company’s investment adviser in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the “Hurdle Rate” of 1.75% (7.00% annualized);
100% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than 2.1875% in any calendar quarter (8.75% annualized) is payable to the Company’s investment adviser. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the Hurdle Rate but is less than 2.1875%) is referred to as the “catch-up.” The effect of the catch-up is that, if such Pre-Incentive Fee Net Investment Income exceeds 2.1875% in any calendar quarter, the investment adviser will receive 20% of such Pre-Incentive Fee Net Investment Income as if the Hurdle Rate did not apply; and
20% of the amount of such Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable to the Company’s investment adviser (once the Hurdle Rate is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income).

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.

55

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

In accordance with GAAP, the Company is also required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gains incentive fee on a quarterly basis if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gains Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a reporting period, then GAAP requires the Company to accrue a Capital Gains Incentive Fee equal to 20% of such amount, less the aggregate amount of any Capital Gains Incentive Fees previously paid and Capital Gains Incentive Fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period may result in either additional expense (if such cumulative amount is greater than in the prior period) or a reversal of previously recorded expense (if such cumulative amount is less than in the prior period). There can be no assurance that such unrealized capital appreciation will be realized in the future.

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 June 30, 2022 and 2021:

Three months ended June 30, 

Six months ended June 30, 

Performance-based Incentive Fee ($ in thousands)

    

2022

2021

    

2022

2021

    

Income incentive fee

$

1,943

$

1,746

$

3,935

$

3,674

Capital gains incentive fee

(106)

882

(671)

996

Performance-based incentive fees waived

Total performance-based incentive fees

$

1,837

$

2,628

$

3,264

$

4,670

As of June 30, 2022 and December 31, 2021, incentive fees payable on the consolidated statements of assets and liabilities were $5,176 and $7,958, respectively. As of June 30, 2022 and December 31, 2021, incentive fees payable on the consolidated statements of assets and liabilities include $1,132 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.

56

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

Substantially all the Company’s payments of operating expenses to third parties were made by a related party, for which such third party received reimbursement from the Company.

During the three and six months ended June 30, 2022, the Company incurred $170 and $341 of allocated administrative service fees. During the three and six months ended June 30, 2021, the Company incurred $170 and $341 of allocated administrative service fees.

Co-investments with Related Parties: As of June 30, 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 June 30, 2022 and December 31, 2021, certain funds affiliated with WhiteHorse Advisers and its related entities maintained co-investments in the Company’s investments of $4,386,614 and $4,502,807, respectively.

STRS JV: For the three and six months ended June 30, 2022, the Company sold $17,754 and $100,415 of investments to STRS JV and recognized $68 and $65 of net realized gains. For the three and six months ended June 30, 2021, the Company sold $31,751and $60,694 of investments to STRS JV at fair value. For the three and six months ended June 30, 2021, the Company recognized net realized losses of $26 and net realized gains of $157, respectively.

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 $34,547 and $53,113 as of June 30, 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.

57

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

The following table summarizes the Company’s unfunded commitments as of June 30, 2022 and December 31, 2021:

Unfunded Commitments(1) ($ in thousands)

    

As of June 30, 2022

    

As of December 31, 2021

Revolving Loan Commitments:

ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC)

$

294

$

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

91

491

Coastal Television Broadcasting Group LLC

309

309

EducationDynamics, LLC

1,199

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

165

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

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

MSI Information Services, Inc.

569

Naviga Inc. (f/k/a Newscycle Solutions, Inc.)

118

132

PFB Holdco, Inc. (d/b/a PFB Corporation)(1)

946

963

PFB Holdco, Inc. (d/b/a PFB Corporation)

296

296

PG Dental New Jersey Parent, LLC

352

232

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

Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)

2,646

2,646

Telestream Holdings Corporation

795

795

The Kyjen Company, LLC (d/b/a Outward Hound)

235

554

Trimlite Buyer LLC (d/b/a Trimlite LLC)

1,473

Total unfunded revolving loan commitments

16,084

25,053

Delayed Draw Loan Commitments:

BBQ Buyer, LLC (d/b/a BBQ Guys)

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)

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

Telestream Holdings Corporation

346

True Blue Car Wash, LLC

911

1,145

Total unfunded delayed draw loan commitments

18,463

28,060

Total Unfunded Commitments

$

34,547

$

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.

58

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

As of June 30, 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 and six months ended June 30, 2022 and subsequent to June 30, 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 June 30, 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 Company of

59

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(in thousands, except share and per share data)

$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, before offering expenses, relating to the issuance of shares of the Company’s common stock from the DRIP and pursuant to the ATM Program for the six months ended June 30, 2022 and 2021.

Six months ended June 30, 

($ in thousands except share and per share amounts)

    

2022

    

2021

Shares Issued from ATM Program

 

16,678

 

162,055

Shares Issued from DRIP

 

63,743

 

14,509

Total Shares Issued

80,421

176,564

Proceeds, before offering expenses

$

1,225

$

2,792

Average Price Per Share(1)

$

15.23

$

15.81

(1)The average price per share for three and six months ended June 30, 2022 and 2021, inclusive of offering expenses, was $13.72 and $15.34 per share, respectively.

NOTE 10 - FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights:

    

Six months ended June 30, 

    

2022

    

2021

    

Per share data:(1)

  

 

  

 

Net asset value, beginning of period

$

15.10

 

$

15.23

Investment operations:

 

  

 

  

Net investment income

 

0.71

 

0.66

Net realized and unrealized gains(losses) on investments and foreign currency transactions

(0.15)

0.24

Net increase in net assets resulting from operations

 

0.56

 

0.90

Distributions declared from net investment income

 

(0.71)

 

(0.71)

Net asset value, end of period

$

14.95

 

$

15.42

Total annualized return based on market value(2)

 

(30.70)

%  

19.11

%  

Total annualized return based on net asset value

 

7.48

%  

11.85

%  

Net assets, end of period

$

347,425

$

319,621

Per share market value at end of period

$

13.14

$

14.90

Shares outstanding end of period

 

23,243,088

 

20,722,596

Ratios/Supplemental Data:(3)

 

  

 

  

Ratio of expenses before incentive fees to average net assets(4)

 

11.67

%  

 

10.75

%  

Ratio of incentive fees to average net assets

 

1.87

%  

 

2.96

%  

Ratio of total expenses to average net assets(4)

 

13.54

%  

 

13.71

%  

Ratio of net investment income to average net assets(4)

 

9.41

%  

 

8.69

%  

Portfolio turnover ratio

 

21.43

%  

 

28.93

%  

(1)Based on actual number of shares outstanding at the end of the period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.
(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.

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.

60

WhiteHorse Finance, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 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 June 30, 

Six Months Ended June 30, 

($ in thousands except share and per share amounts)

    

2022

    

2021

    

2022

    

2021

Net increase in net assets resulting from operations

$

7,349

$

10,511

$

13,056

$

18,680

Weighted average shares outstanding

 

23,240,651

 

20,626,340

 

23,215,792

 

20,589,159

Basic and diluted per share net increase in net assets resulting from operations

$

0.32

$

0.51

$

0.56

$

0.91

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.

61

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our Consolidated Financial Statements appearing elsewhere in this quarterly report on Form 10-Q. In this quarterly report on Form 10-Q, the “Company”, “we”, “us”, “our” and “WhiteHorse Finance” refer to WhiteHorse Finance, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

our future operating results;
our ability to consummate new investments and the impact of such investments;
our ability to continue to effectively manage our business and our business prospects and the prospects of our prospective portfolio companies, due to the significant disruptions caused by the current pandemic caused by the novel coronavirus (commonly known as “COVID-19”);
the ability of our portfolio companies to achieve their objectives;
our contractual arrangements and relationships with third parties;
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets, including changes from the impact of the war between Russia and Ukraine and the renewed lockdowns in China due to the ongoing COVID-19 pandemic;
the elevating levels of inflation, and the potential impact of inflation on our portfolio companies and on the industries in which we invest;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the impact of increased competition;
the ability of our investment adviser to locate suitable investments for us and to monitor our investments;
our expected financings and investments and the rate at which our investments are refunded by portfolio companies;
our ability to pay dividends or make distributions;
the adequacy of our cash resources and working capital;
the timing of cash flows, if any, from the operations of our prospective portfolio companies; and
the impact of future acquisitions and divestitures.

We use words such as “may,” “might,” “will,” “intends,” “should,” “could,” “can,” “would,” “expects,” “believes,” “estimates,” “anticipates,” “predicts,” “potential,” “plan” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in “Item 1A-Risk Factors” in our annual report on Form 10-K and elsewhere in this quarterly report on Form 10-Q.

62

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file with the U.S. Securities and Exchange Commission, or the SEC, in the future, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

You should understand that under Sections 27A(b)(2)(B) and (D) of the Securities Act of 1933, as amended, or the Securities Act, and Sections 21E(b) (2)(B) and (D) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, do not apply to statements made in connection with this quarterly report on Form 10-Q or any periodic reports we file under the Exchange Act.

Overview

We are an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for tax purposes, we elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.

We were formed on December 28, 2011 and commenced operations on January 1, 2012. We were originally capitalized with approximately $176.3 million of contributed assets from H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan Opportunity Fund II, L.P., each of which is an affiliate of H.I.G. Capital, L.L.C., or H.I.G. Capital. These assets were contributed as of January 1, 2012 in exchange for 11,752,383 units in WhiteHorse Finance, LLC. On December 4, 2012, we converted from a Delaware limited liability company into a Delaware corporation and elected to be treated as a business development company under the 1940 Act.

On December 4, 2012, we priced our initial public offering, or the IPO, selling 6,666,667 shares. Concurrent with the IPO, certain of our directors and officers, the managers of H.I.G. WhiteHorse Advisers, LLC, or WhiteHorse Advisers, and their immediate family members or entities owned by, or family trusts for the benefit of, such persons, purchased an additional 472,673 shares through a private placement exempt from registration under the Securities Act. Our shares are listed on the Nasdaq Global Select Market under the symbol “WHF.”

We are a direct lender targeting debt investments in privately held, lower middle market companies located in the United States. We define the lower middle market as those companies with enterprise values between $50 million and $350 million. Our investment objective is to generate attractive risk-adjusted returns primarily by originating and investing in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries. Such loans typically carry a floating interest index rate such as the London Interbank Offered Rate, or LIBOR, or the Secured Overnight Financing Rate, or SOFR, plus a spread and typically have a term of three to six years. While we focus principally on originating senior secured loans to lower middle market companies, we may also opportunistically make investments at other levels of a company’s capital structure, including mezzanine loans or equity interests, and in companies outside of the lower middle market, to the extent we believe the investment presents an opportunity to achieve an attractive risk-adjusted return. We also may receive warrants to purchase common stock in connection with our debt investments. We expect to generate current income through the receipt of interest payments, as well as origination and other fees, capital appreciation and dividends.

Our investment activities are managed by WhiteHorse Advisers and are supervised by our board of directors, a majority of whom are independent of us, WhiteHorse Advisers and its affiliates. Under our investment advisory agreement with WhiteHorse Advisers, or the Investment Advisory Agreement, we have agreed to pay WhiteHorse Advisers an annual base management fee based on our average consolidated gross assets as well as an incentive fee based on our investment performance. We have also entered into an administration agreement, or the Administration Agreement, with H.I.G. WhiteHorse Administration, LLC, or WhiteHorse Administration. Under our Administration Agreement, we have agreed to reimburse WhiteHorse Administration for our allocable portion (subject to the review and

63

approval of our independent directors) of overhead and other expenses incurred by WhiteHorse Administration in performing its obligations under the Administration Agreement.

COVID-19 Developments

The ongoing COVID-19 pandemic and its effects on the U.S. and global economy had adverse consequences on the business operations of some of our portfolio companies and adversely affected, and may continue to adversely affect, our operations and the operations of our investment adviser. Our investment adviser is continuing to monitor the COVID-19 pandemic and its impact on our business and the business of our portfolio companies and has been focused on proactively engaging with our portfolio companies in order to collaborate with the management teams of certain portfolio companies to evaluate their response to the impacts of COVID-19.

We cannot predict the full impact of COVID-19 and the uncertainty surrounding the continuing effects of more contagious strains of the virus that have emerged in the United States and worldwide, including the extent to which the available vaccines prove to be ineffective against any new COVID-19 variants. In addition, countries around the world, including the United States, have seen significant increases in rates of COVID-19 infections, which was a result of, among other things, the rapid spread of COVID-19 variants, more frequent social gatherings and a reduction in the use of masks and social distancing. These developments, in conjunction with the potential adverse reactions to the vaccine, the politicization of vaccine mandates and the general public distrust of the safety and efficacy of the available vaccines may further increase the likelihood that the pandemic will continue for an extended period of time. As such, the extent to which COVID-19 and/or other disease pandemics may continue to negatively affect our business and our portfolio companies’ operating results and financial condition is uncertain. Due to the ongoing business disruptions caused by COVID-19, some of our portfolio companies have experienced financial distress and have defaulted on their financial obligations to us and their other capital providers. Such developments could impair the business operations of our portfolio companies and may result in a decrease in the value of our investment in any such portfolio companies.

In connection with the adverse effects of the COVID-19 pandemic, we have restructured and may need to restructure additional investments in some of our portfolio companies, which has resulted in and could result in additional diminished interest payments or in permanent impairments on our investments. The effects of the COVID-19 pandemic discussed above may increase the risk that more of our portfolio investments may be placed on non-accrual status in the future. Any decreases in our net investment income would increase the portion of our cash flows dedicated to distribution payments to stockholders and to servicing our existing debt under our revolving credit facility, or the Credit Facility, with JPMorgan Chase Bank, National Association, as administrative agent and lender, or the Lender.

WhiteHorse Advisers’ credit team continues to be in close contact with the owners and management teams of each of our portfolio companies. Since the onset of the crisis, some of these owners and management teams have assessed the impacts to their businesses and are continuing to coordinate with us to guide their companies through the recovery. We are operating under a philosophy that we will work hand in hand with our borrowers to support them, allowing flexibility in our terms as appropriate, and we expect owners to support their businesses with additional equity where possible.

As a business development company, we are permitted under the 1940 Act to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. We are required to comply with various covenants pursuant to the Credit Facility. If we fail to satisfy the covenants of the Credit Facility or are unable to cure any event of default or obtain a waiver from the applicable lender, it could result in foreclosure by the lenders under the Credit Facility, which would accelerate our repayment obligations under the Credit Facility and thereby result in a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders. As of June 30, 2022, we were in compliance with all covenants and other requirements of the Credit Facility.

64

We are also subject to financial risks, including changes in market interest rates. As of June 30, 2022, nearly all of our debt investments at fair value were at floating rates, which are generally based on a floating index rate such as LIBOR or SOFR, and many of which are subject to certain floors. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.

Our management team has sought strategies that will help us weather periods of economic decline. We have attempted to avoid deeply cyclical sectors and have only made loans where we believed a repeat of the financial crisis in 2008 would allow us to recover 100% of our loans. Additionally, we have taken a conservative position on the Company’s liquidity, making sure we have a top-tier leverage partner and very significant cushion against default.

We will continue to monitor the ongoing effects of the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot quantify the full effect of COVID-19 on our financial condition, results of operations or cash flows in the future.

Reference Rate Reform

In July 2017, the head of the United Kingdom Financial Conduct Authority, or the FCA, announced that it will phase out the use of LIBOR by 2021. On November 30, 2020, the ICE Benchmark Administration Limited, or the IBA, the administrator of LIBOR, announced that it will consult in early December 2020 to consider extending the LIBOR transition deadline to the end of June 2023. On March 2021, the FCA and the IBA announced that (i) 1-week and 2-month U.S. dollar LIBOR and non-U.S. LIBOR will cease at the end of 2021 and (ii) the remaining U.S. dollar LIBOR tenors will cease after June 30, 2023, effectively extending the LIBOR transition period to June 30, 2023. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate.

To identify a successor rate for U.S. dollar LIBOR, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. As of June 30, 2022, SOFR is utilized as the floating benchmark rate on investments to thirteen of our portfolio companies. As of June 30, 2022, SOFR is utilized as the floating benchmark rate on the Credit Facility for USD denominated borrowings above $285.0 million. We expect any new credit facilities that we enter into subsequent to June 30, 2022 will reference a benchmark interest rate other than LIBOR, such as SOFR.

Other jurisdictions have also proposed their own alternative to LIBOR, including the Sterling Overnight Index Average for Sterling markets, the Euro Short Term Rate for Euros and Tokyo Overnight Average Rate for Japanese Yens. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict whether any of these alternative reference rates will attain market traction as a LIBOR replacement tool or the effect of any such changes as the establishment of alternative reference rates or other reforms to LIBOR may be enacted in the United States, United Kingdom or elsewhere. As such, the potential effect on how markets will respond to the transition to SOFR, or other reference rates, is uncertain.

65

Revenues

We generate revenue in the form of interest payable on the debt securities that we hold and capital gains and distributions, if any, on the portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured loans or mezzanine loans, typically have terms of three to six years and bear interest at a fixed or floating rate based on a spread over LIBOR or an equivalent index rate. Interest on debt securities is generally payable monthly or quarterly, with the amortization of principal generally being deferred for several years from the date of the initial investment. In some cases, we may also defer payments of interest for the first few years after our investment. The principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and possibly consulting fees. We capitalize loan origination fees, original issue discount and market discount, and we then amortize such amounts as interest income. Upon the prepayment of a loan or debt security, we record any unamortized loan origination fees as interest income. We record prepayment premiums on loans and debt securities as fee income when earned. Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Expenses

Our primary operating expenses include (1) investment advisory fees to WhiteHorse Advisers; (2) the allocable portion of overhead under the Administration Agreement; (3) the interest expense on our outstanding debt; and (4) other operating costs as detailed below. Our investment advisory fees compensate our investment adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments.

We bear all other costs and expenses of our operations and transactions, including:

our organization;
calculating our net asset value and net asset value per share (including the costs and expenses of independent valuation firms);
fees and expenses, including travel expenses, incurred by WhiteHorse Advisers or payable to third parties in performing due diligence on prospective portfolio companies, monitoring our investments and, if necessary, enforcing our rights;
the costs of all future offerings of common shares and other securities, and other incurrences of debt;
the base management fee and any incentive fee;
distributions on our shares;
transfer agent and custody fees and expenses;
amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments;
brokerage fees and commissions;
registration fees;
listing fees;
taxes;
independent directors’ fees and expenses;

66

costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws;
the costs of any reports, proxy statements or other notices to our stockholders, including printing costs;
costs of holding stockholder meetings;
our fidelity bond;
directors and officers/errors and omissions liability insurance and any other insurance premiums;
litigation, indemnification and other non-recurring or extraordinary expenses;
direct costs and expenses of administration and operation, including audit and legal costs;
fees and expenses associated with marketing efforts, including deal sourcing and marketing to financial sponsors;
dues, fees and charges of any trade association of which we are a member; and
all other expenses reasonably incurred by us or WhiteHorse Administration in connection with administering our business, including rent and our allocable portion of the costs and expenses of our chief financial officer and chief compliance officer along with their respective staffs.

WhiteHorse Advisers or WhiteHorse Administration may pay for certain expenses that we incur, which are subject to reimbursement by us.

67

Recent Developments

None.

Consolidated Results of Operations

Comparison of the Three and Six Months Ended June 30, 2022 and June 30, 2021

Set forth below are the consolidated results of operations for the three and six months ended June 30, 2022 and 2021.

Three months ended June 30, 

Three Months

Six months ended June 30, 

Six Months

($ in thousands)

2022

2021

Variance

2022

2021

Variance

Total investment income

$

20,000

$

17,343

$

2,657

$

40,034

$

35,313

$

4,721

Total expenses

12,123

11,243

880

23,618

21,613

2,005

Net investment income

7,877

6,100

1,777

16,416

13,700

2,716

Net realized gains/(losses) on investments and foreign currency transactions

2,342

(563)

2,905

(16,123)

7,598

(23,721)

Net change in unrealized gains/(losses) on investments and foreign currency transactions

(2,870)

4,974

(7,844)

12,763

(2,618)

15,381

Net increase in net assets resulting from operations

$

7,349

$

10,511

$

(3,162)

$

13,056

$

18,680

$

(5,624)

The consolidated results of operations described below may not be indicative of the results we report in future periods. Net investment income and net increase in net assets can vary substantially from period to period due to various reasons, including the level of new investments and the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, period to period comparisons of net increases in net assets resulting from operations may not be meaningful.

Consolidated operating results for the three and six months ended June 30, 2022 and 2021 are as follows:

Net Investment Income

Net investment income for the three and six months ended June 30, 2022 totaled $7.9 million and $16.4 million, respectively. Net investment income for the three and six months ended June 30, 2021 totaled $6.1 million and $13.7 million, respectively. Net investment income increased by $1.8 million and $2.7 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021, as described below under “Investment Income” and “Operating Expenses”.

Investment Income

Investment income increased by $2.7 million and $4.7 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021 primarily attributable to higher interest income earned from investments in portfolio companies due to a larger investment portfolio. Investment income generated from our STRS JV subordinated notes and equity investments increased by $1.0 million and $1.4 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021 as a result of a larger investment portfolio and the increased economic interest to 66.67% from 60.0%, starting in February 2022. The investment income increase was partially offset by lower dividend income of $0.6 million and $0.7 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021 primarily due to higher dividends received from Arcole Holding Corporation in 2021.

68

Operating Expenses

The following table summarizes our expenses for the three and six months ended June 30, 2022 and 2021:

Three months ended June 30, 

Three Months

Six months ended June 30, 

Six Months

($ in thousands)

2022

2021

Variance

2022

2021

Variance

Interest expense

$

4,945

$

3,811

$

1,134

$

9,719

$

7,613

$

2,106

Base management fees

3,908

3,357

551

7,859

6,701

1,158

Performance-based incentive fees

1,837

2,628

(791)

3,264

4,670

(1,406)

Administrative service fees

170

170

341

341

General and administrative expenses

1,088

875

213

2,036

1,696

340

Total expenses, before excise tax

$

11,948

$

10,841

$

1,107

23,219

21,021

2,198

Excise tax

175

402

(227)

399

592

(193)

Total expenses, including excise tax

$

12,123

$

11,243

$

880

$

23,618

$

21,613

$

2,005

Interest expense increased $1.1 million and $2.1 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021, primarily due to a higher borrowing base and higher weighted average interest rates.

Base management fees increased by $0.6 million and $1.2 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021 due to higher gross assets.

Performance-based incentive fees decreased by $0.8 million and $1.4 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021, mainly attributable to the impact of the reversal of capital gains incentive fee accrual for the three and six months ended June 30, 2022.

General and administrative expenses increased by $0.2 million and $0.3 million for the three and six months ended June 30, 2022 from the three and six months ended June 30, 2021, primarily due to higher professional fees.

Excise Tax Expense

We have elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code, and determined without regard to any deduction for dividends paid for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders that will generally relieve us from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to retain taxable income in excess of current year distributions into the next tax year in an amount less than what would trigger payments of U.S. federal income tax under Subchapter M of the Code. We may then be required to incur a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income may exceed estimated current year distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned.

Excise tax was $0.2 million and $0.4 million for the three and six months ended June 30, 2022. Excise tax was $0.4 million and $0.6 million for the three and six months ended June 30, 2021. As of June 30, 2022 and December 31, 2021, we accrued a net federal excise tax expense of $0.4 million and $1.0 million, respectively.

69

Net Realized and Unrealized Gains (Losses) on Investments

The following shows the breakdown of net realized gains and losses on investments for the three and six months ended June 30, 2022 and 2021:

Three months ended

Six months ended

($ in millions)

    

June 30, 2022

    

June 30, 2021

    

June 30, 2022

    

June 30, 2021

AG Kings Holdings Inc.(1)

$

0.6

$

$

0.6

$

7.5

BW Gas & Convenience Holdings, LLC

 

 

 

 

0.2

Cennox, Inc.

0.1

0.1

Drew Foam Companies Inc.

 

 

 

 

(0.1)

Grupo HIMA San Pablo, Inc.

(18.3)

Manchester Acquisition Sub LLC (d/b/a Draslovka Holding AS)

 

 

 

0.1

 

RCS Capital Corporation(2)

1.7

1.7

RLJ Pro-Vac, Inc.

0.1

0.1

Vero Parent, Inc.

 

 

 

 

0.5

Vessco Holdings, LLC

 

(0.1)

 

(0.6)

 

(0.1)

 

(0.6)

Other(3)

 

 

 

 

0.1

Total net realized (losses)/gains on investments

$

2.4

$

(0.6)

$

(15.8)

$

7.6

(1)Escrow receivable amounts were recognized in connection with cash proceeds received from realization events.
(2)Amount represents a recovery from a previously realized equity investment.
(3)Includes various investments with aggregate realized gains or losses less than $50,000.

The following shows the breakdown in the changes in unrealized appreciation and depreciation of investments for the three and six months ended June 30, 2022 and 2021:

Three months ended

Six months ended

($ in millions)

    

June 30, 2022

    

June 30, 2021

    

June 30, 2022

    

June 30, 2021

Gross unrealized appreciation on investments(1)

$

4.2

$

5.4

$

8.1

$

9.6

Gross unrealized depreciation on investments

 

(6.9)

 

(0.7)

 

(6.5)

 

(3.6)

Reversal of prior period net unrealized (appreciation) depreciation upon a realization

 

(0.9)

 

0.3

 

10.4

 

(8.5)

Total unrealized appreciation (depreciation) on investments

$

(3.6)

$

5.0

$

12.0

$

(2.5)

(1)The three and six months ended June 30, 2022 includes unrealized appreciation from the AG Kings Holdings Inc. escrow receivable of $0.4 million and $1.2 million, respectively. The three and six months ended June 30, 2021 includes unrealized appreciation from the AG Kings Holdings Inc. escrow receivable of $1.0 million.

During the six months ended June 30, 2022, the realization from Grupo HIMA San Pablo, Inc. generated a net realized and unrealized loss of $6.9 million.

Financial Condition, Off-Balance Sheet Arrangements, Liquidity and Capital Resources

This “Liquidity and Capital Resources” section should be read in conjunction with the “COVID-19 Developments” section above.

As a business development company, we distribute substantially all of our net income to our stockholders. We generate cash primarily from offerings of securities, borrowings under the Credit Facility, and cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. We expect to fund a portion of our investments through future borrowings. In the future, we may obtain borrowings under other credit facilities and from issuances of senior securities to the extent permitted by the 1940 Act. We may also borrow funds to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents

70

attractively priced debt financing opportunities or if our board of directors determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders.

Our board of directors may decide to issue common stock, such as through at-the-market offerings, direct placements or otherwise, to finance our operations rather than issuing debt or other senior securities. Any decision to sell shares below the then-current net asset value per share of our common stock is subject to stockholder approval and a determination by our board of directors that such issuance and sale is in our and our stockholders’ best interests. Any sale or other issuance of shares of our common stock at a price below net asset value per share results in immediate dilution to our stockholders’ interests in our common stock and a reduction in our net asset value per share. If we were to issue additional shares of our common stock during the next 12 months, we do not intend to issue shares below the then-current net asset value per share.

Restricted cash and cash equivalents include amounts that are collected and held by the trustee appointed as custodian of the assets securing the Credit Facility. Restricted cash is held by the trustee for the payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Restricted cash that represents interest or fee income is transferred to unrestricted cash accounts by the trustee generally once a quarter after the payment of operating expenses and amounts due under the Credit Facility.

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve elements of liquidity and credit risk in excess of the amount recognized on the consolidated statements of assets and liabilities. As of June 30, 2022 and December 31, 2021, we had commitments to fund approximately $34.5 million and $53.1 million, respectively, of revolving lines of credit or delayed draw facilities to our portfolio companies. We reasonably believe that we have sufficient assets to adequately cover and allow us to satisfy our outstanding unfunded commitments.

Our operating activities provided cash and cash equivalents of $64.2 million during the six months ended June 30, 2022, primarily from the net proceeds received from realizations and repayments on our investments, partially offset by acquisition of investments and cash used from the net change in working capital. Our financing activities used cash and cash equivalents of $68.4 million during the six months ended June 30, 2022, primarily due to repayments on the Credit Facility and the payment of distributions to stockholders.

Our operating activities provided cash and cash equivalents of $40.6 million during the six months ended June 30, 2021, primarily from the net proceeds received from realizations and repayments on our investments, partially offset by acquisition of investments and cash used from the net change in working capital. Our financing activities used cash and cash equivalents of $38.8 million during the six months ended June 30, 2021, primarily due to repayments on the Credit Facility and the payment of distributions to stockholders, offset by proceeds from sales of common stock.

As of June 30, 2022, we had cash and cash equivalent resources of $18.6 million, including $9.4 million of restricted cash. As of June 30, 2022, we had approximately $96.3 million undrawn and available to be drawn under the Credit Facility based on the collateral and portfolio quality requirements stipulated in the related credit agreement.

As of December 31, 2021, we had cash and cash equivalent resources of $22.5 million, including $10.3 million of restricted cash. As of December 31, 2021, we had approximately $43.4 million undrawn and available to be drawn under the Credit Facility based on the collateral and portfolio quality requirements stipulated in the related credit agreement.

STRS JV

In January 2019, we and STRS Ohio formed a joint venture, STRS JV, that invests primarily in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest index rate based on the LIBOR or an equivalent index rate and have a term of three to six years. STRS JV invests in portfolio companies in the same industries in which we may directly invest. STRS JV was formed as a Delaware limited liability company and is not consolidated by either us or STRS Ohio

71

for financial reporting purposes. On July 19, 2019 STRS JV formally launched operations. As of June 30, 2022, STRS JV had total assets of $336.5 million. As of December 31, 2021, STRS JV had total assets of $273.5 million.

We provide capital to STRS JV in the form of limited liability company, or LLC equity interests, and subordinated notes. In February 2022, we increased our capital commitment to the STRS JV in the amount of an additional $25.0 million, which brings our total capital commitment to the STRS JV to $100.0 million, comprised of $80.0 million of subordinated notes and $20.0 million of LLC equity interests.

As of June 30, 2022, our and STRS Ohio’s economic ownership in STRS JV were approximately 66.67% and 33.33%, respectively. As of June 30, 2022, our investment in STRS JV consisted of equity contributions and subordinated note advances of $20.0 million and $80.0 million, respectively, both of which were fully funded.

As of December 31, 2021, our and STRS Ohio’s economic ownership in STRS JV were approximately 60% and 40%, respectively. As of December 31, 2021, we had commitments to fund equity interests and subordinated notes in STRS JV of $15.0 million and $60.0 million, respectively, both of which were fully funded.

STRS JV is managed by a four-person board of managers, two of whom are selected by us and two of whom are selected by STRS Ohio. All material decisions with respect to STRS JV, including those involving its investment portfolio, require unanimous approval of a quorum of the board of managers. Quorum is defined as (i) the presence of two members of the board of managers; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of managers; provided that the individual that was elected, designated or appointed by the member with only one individual present is entitled to cast two votes on each matter; or (iii) the presence of four members of the board of managers; provided that two individuals are present that were elected, designated or appointed by each member.

Below is a summary of STRS JV’s portfolio as of June 30, 2022 and December 31, 2021:

($ in thousands)

    

As of June 30, 2022

    

As of December 31, 2021

Total investments(1)

$

318,776

$

259,510

Weighted average effective yield on total portfolio(2)

8.7

%  

7.9

%

Number of portfolio companies in STRS JV

32

28

Largest portfolio company investment(1)

19,115

22,967

Total of five largest portfolio company investments(1)

79,121

83,057

(1)At fair value.
(2)Weighted average effective yield is computed by dividing (a) annualized interest income (including interest income resulting from the amortization of fees and discounts) by (b) the weighted average cost of investment.

STRS JV’s investments consisted of the following:

As of June 30, 2022

As of December 31, 2021

($ in thousands)

    

Amortized Cost

    

Fair Value

    

Amortized Cost

    

Fair Value

First lien secured loans

$

320,048

$

318,776

$

260,472

$

259,510

Total

$

320,048

$

318,776

$

260,472

$

259,510

72

The following table shows the portfolio composition by industry grouping at fair value:

Industry ($ in thousands)

As of June 30, 2022

As of December 31, 2021

Advertising

    

$

9,439

    

3.0

%  

$

    

%

Air Freight & Logistics

    

3,555

    

1.1

    

Application Software

13,446

4.2

13,518

5.2

Building Products

14,342

4.5

16,603

6.4

Construction & Engineering

8,627

2.7

13,975

5.4

Data Processing & Outsourced Services

15,666

4.9

16,160

6.2

Diversified Support Services

11,511

3.6

10,489

4.0

Electronic Equipment & Instruments

13,585

4.3

6,687

2.6

Environmental & Facilities Services

18,674

5.9

6,872

2.6

Household Appliances

8,290

2.6

    

Industrial Machinery

15,252

4.8

6,815

2.6

Internet & Direct Marketing Retail

19,115

6.0

15,353

5.9

Investment Banking & Brokerage

9,770

3.1

10,054

3.9

IT Consulting & Other Services

35,263

11.1

40,697

15.7

Leisure Products

8,964

2.8

8,930

3.4

Packaged Foods & Meats

23,914

7.5

25,606

9.9

Personal Products

3,711

1.2

4,273

1.8

Pharmaceuticals

14,572

4.6

15,061

5.8

Real Estate Operating Companies

10,785

3.4

4,780

1.8

Real Estate Services

    

8,774

    

2.7

    

Research & Consulting Services

8,910

2.7

8,901

3.4

Systems Software

10,387

3.3

9,898

3.8

Technology Hardware, Storage & Peripherals

22,148

6.9

14,725

5.7

Trading Companies & Distributors

10,076

3.1

10,113

3.9

Total

$

318,776

100.0

%  

$

259,510

100.0

%

See Note 4 to our consolidated financial statements for further discussion on STRS JV’s portfolio and selected balance sheet information as of June 30, 2022 and December 31, 2021 and selected statement of operations information for the three and six months ended June 30, 2022 and 2021.

73

Capital Raises

On October 25, 2021, we 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. In connection with the offering, we granted the underwriters an overallotment option to purchase up to an additional 285,000 shares of our common stock. The issuance of 1,900,000 shares resulted in net proceeds to us of $29.4 million, inclusive of underwriting discounts and commissions and before offering expenses. On November 3, 2021, we raised an additional $4.3 million 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 us of $33.7 million before offering expenses, which was at or above our net asset value per share at the time of the offering and the overallotment option.

At-the-Market Offering

On March 15, 2021, we entered into an equity distribution agreement, or the Equity Distribution Agreement, with WhiteHorse Advisers, WhiteHorse Administration and Raymond James & Associates, Inc., as the sales agent, or the Sales Agent, in connection with the sale of shares of our common stock, with an aggregate offering price of up to $35.0 million. The Equity Distribution Agreement provides that we may offer and sell shares of our common stock from time to time through the Sales Agent in amounts and at times to be determined by us (the “ATM Offering”). Actual sales will depend on a variety of factors to be determined by us from time to time, including market conditions and the trading price of our common stock. We expect to use all or substantially all of the net proceeds from the ATM Offering to invest in portfolio companies in accordance with our investment objective and strategies and for general corporate purposes. Since the commencement of the ATM Offering, gross proceeds of $4.4 million have been raised.

Credit Facility

On December 23, 2015, our wholly owned subsidiary WhiteHorse Credit I, LLC, or WhiteHorse Credit, entered into a revolving credit and security agreement with JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent and lender (the “Credit Facility”).

On December 21, 2020, the terms of the Credit Facility were amended to, among other things, (i) increase the minimum funding amount from $175.0 million to $200.0 million, (ii) increase the size of the facility from $250.0 million to $285.0 million, (iii) retain an accordion feature which allows for the expansion of the borrowing limit up to $350.0 million and (iv) 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 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, establish a temporary upsize to the borrowing capacity under the Credit Facility, which allowed WhiteHorse Credit to borrow up to $335.0 million 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 $335.0 million for a four-month period that originally began on October 4, 2021.

74

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 $285.0 million to $310.0 million (the “$25 Million Increase”), (ii) increase the minimum funding amount from $200.0 million to $217.0 million, (iii) extend an additional temporary increase of $25.0 million in availability under the Credit Facility, allowing WhiteHorse Credit to borrow up to $335.0 million through April 4, 2022 (the “$25 Million Temporary Increase”), and (iv) apply an annual interest rate equal to applicable SOFR plus 2.50% to any borrowings under the $25 Million Increase in the Credit Facility and the $25 Million 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 $310.0 million to $335.0 million; (ii) retain an accordion feature which allows for the expansion of the borrowing limit up to $375.0 million; and (iii) increase the minimum funding amount from $217.0 million to $234.5 million.

As of June 30, 2022, the Credit Facility provided for borrowings in an aggregate principal amount up to $335.0 million with an accordion feature which allows for the expansion of the borrowing limit up to $375.0 million, subject to consent from the Lender and other customary conditions. As of June 30, 2022, the required minimum outstanding borrowings under the Credit Facility were $234.5 million.

Under the Credit Facility, there are two coverage tests that WhiteHorse Credit must meet on specified compliance dates in order to permit WhiteHorse Credit to make new borrowings and to make distributions in the ordinary course: (i) a borrowing base test and (ii) a market value test. The borrowing base test compares, at any given time, the aggregate outstanding amount of all Lender advances under the Credit Facility less the amount of principal proceeds in respect of the collateral on deposit in the accounts to the net asset value of the collateral, as set forth in the credit agreement, as amended and restated from time to time, in connection therewith (the “Amended Loan Agreement”), and related documentation. To meet the borrowing base test, this ratio must be less than or equal to 50%, as set forth in the Amended Loan Agreement and related documentation. To meet the market value test, the value of WhiteHorse Credit’s portfolio investments must exceed a minimum of 165% of the aggregate outstanding amount of all Lender advances as set forth in the Amended Loan Agreement and related documentation.

Advances under the Credit Facility are based on the three-month LIBOR for USD denominated borrowings plus an annual spread of 2.35% on outstanding USD denominated borrowings up to $285.0 million and SOFR plus 2.50% on USD denominated borrowings above $285.0 million. The Credit Facility bears interest at EURIBOR, for EUR denominated borrowings, CDOR for CAD denominated borrowings, Sterling Overnight Index Average, for GBP denominated, plus a spread of 2.35% on outstanding borrowings. Interest is payable quarterly in arrears. WhiteHorse Credit 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. WhiteHorse Credit paid an upfront fee and incurred certain other customary costs and expenses in connection with obtaining the Credit Facility. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on November 22, 2025.

The Credit Facility and the related documents require WhiteHorse Finance and WhiteHorse Credit to, among other things, agree to make certain customary representations and to comply with customary affirmative and negative covenants. The Credit Facility also includes customary events of default for credit facilities of this nature, including breaches of representations, warranties or covenants by WhiteHorse Finance or WhiteHorse Credit, the occurrence of a change in control, or failure to maintain certain required ratios.

If we fail to perform our obligations under the Amended Loan Agreement or the related agreements, an event of default may occur, which could cause the Lender to accelerate all of the outstanding debt and other obligations under the Credit Facility or to exercise other remedies under the Amended Loan Agreement. Any such developments could have a material adverse effect on our financial condition and results of operations.

If any of our contractual obligations discussed above is terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide

75

the services we expect to receive under our Investment Advisory Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.

As of June 30, 2022, there was $238.7 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $96.3 million was available to be drawn on such date. The Credit Facility is secured by all of the assets of WhiteHorse Credit, which included loans with a fair value of $626.7 million as of June 30, 2022.

As of December 31, 2021, there was $291.6 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $43.4 million was available to be drawn on such date. The Credit Facility is secured by all of the assets of WhiteHorse Credit, which included loans with a fair value of $719.5 million as of December 31, 2021.

6.000% 2023 Notes

On July 13, 2018, we entered into the 2023 Note Purchase Agreement to sell in a private offering $30 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. 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 us or our affiliates in accordance with their terms. The 6.000% 2023 Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness that we may issue. The closing of the transaction occurred on August 7, 2018. We used the net proceeds from this offering, together with cash on hand, to redeem existing debt.

5.375% 2025 Notes

On October 20, 2020, we entered into the 2025 Note Purchase Agreement to sell in a private offering $40 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 5.375% 2025 Notes is payable semiannually on April 20 and October 20, at a fixed, annual rate of 5.375%. 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. The 5.375% 2025 Notes mature on October 20, 2025, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 5.375% 2025 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 October 20, 2020. We used the net proceeds from this offering to redeem existing debt.

5.375% 2026 Notes

On December 4, 2020, we entered into the 2026 Note Purchase Agreement to sell in a private offering $10 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 5.375% 2026 Notes is payable semiannually on June 4 and December 4, at a fixed, annual rate of 5.375%. 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. The 5.375% 2026 Notes mature on December 4, 2026, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 5.375% 2026 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 4, 2020. We used the net proceeds from this offering to redeem existing debt.

5.625% 2027 Notes

On December 4, 2020, we entered into the 2027 Note Purchase Agreement to sell in a private offering $10 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. Interest on the 5.625% 2027 Notes is payable semiannually on June 4 and December 4, at a fixed, annual

76

rate of 5.625%. 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. The 5.625% 2027 Notes mature on December 4, 2027, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. The 5.625% 2027 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 4, 2020. We used the net proceeds from this offering to redeem existing debt.

4.000% 2026 Notes

On November 24, 2021, we completed a public offering of $75 million 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 semiannually 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 our 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. The 4.000% 2026 Notes will effectively rank behind all of our existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which we subsequently grant security) in right of payment, to the extent of the value of the assets securing such indebtedness, including our Credit Facility.

4.250% 2028 Notes

On December 6, 2021, we entered into the 2028 Note Purchase Agreement to sell in a private offering $25 million of aggregate principal amount of unsecured notes to qualified institutional investors in reliance on Section 4(a)(2) of the Securities Act. 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. We used the net proceeds from this offering to redeem existing debt.

2025 Public Notes

On November 13, 2018, we completed a public offering of $35 million 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 2025 Public Notes was paid quarterly on February 28, May 31, August 31 and November 30 each year, at a fixed, annual rate of 6.50%. The 2025 Public Notes had a maturity date of November 30, 2025 and were redeemable in whole or in part at any time, or from time to time, at our 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.”

Portfolio Investments and Yield

As of June 30, 2022, our investment portfolio consisted primarily of senior secured loans across 105 positions in 68 companies with an aggregate fair value of $766.5 million. As of June 30, 2022, the majority of our portfolio was comprised of senior secured loans to lower middle market borrowers and nearly all of those loans were variable-rate investments (primarily indexed to LIBOR) with three fixed-rate loan investments representing 0.4% based on fair value. As of June 30, 2022, our portfolio had an average investment size of $6.4 million based on fair value and average debt investment size of $7.9 million, with investment sizes ranging from zero to $23.5 million and a weighted average effective yield of 9.9% (and a weighted average effective yield on income-producing debt investments of 9.9%).

77

As of December 31, 2021, our investment portfolio consisted primarily of senior secured loans across 127 positions in 76 companies with an aggregate fair value of $819.2 million. As of December 31, 2021, the majority of our portfolio was comprised of senior secured loans to lower middle market borrowers and nearly all of those loans were variable-rate investments, primarily indexed to LIBOR, with four fixed-rate loan investments representing 0.4% based on fair value. As of December 31, 2021, our portfolio had an average investment size of $5.9 million based on fair value and average debt investment size of $6.8 million, with investment sizes ranging from zero to $24.0 million and a weighted average effective yield of 9.0% (and a weighted average effective yield on income-producing debt investments of 9.1%).

For the six months ended June 30, 2022, we invested $170.5 million in new and existing portfolio companies, offset by repayments and sales of $222.2 million. Proceeds from sales totaled $97.6 million while repayments included $6.0 million of scheduled repayments and $118.6 million of unscheduled repayments.

For the six months ended June 30, 2021, we invested $190.8 million in new and existing portfolio companies, offset by repayments and sales of $219.3 million. Proceeds from sales totaled $87.8 million while repayments included $6.0 million of scheduled repayments and $125.5 million of unscheduled repayments.

We actively monitor and manage our portfolio with regard to individual company performance as well as general market conditions. Investment decisions on new originations generally include an analysis of the impact of the new loan on our broader portfolio, including a “top-down” assessment of portfolio diversification and risk exposure. This assessment includes a review of portfolio concentration by issuer, industry, geography and type of credit as well as an evaluation of our portfolio’s exposure to macroeconomic factors and cyclical trends.

We believe that consistent, active monitoring of individual companies and the broader market is integral to portfolio management and a critical component of our investment process. Our investment adviser uses several methods to evaluate and monitor the performance and fair value of our investments, which may include the following:

frequent discussions with management and sponsors, including board observation rights where possible;
comparing/analyzing financial performance to the portfolio company’s business plan, as well as our internal projections developed at underwriting;
tracking portfolio company compliance with covenants as well as other metrics identified at initial investment stage, such as acquisitions, divestitures, product development and specified management hires; and
periodic review by the investment committee of each asset in the portfolio and more rigorous monitoring of “watch list” positions.

As part of the monitoring process, our investment adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. This risk rating system is intended to identify and assess risks relative to when we initially made the investment and could be impacted by such factors as company-specific performance, changes in collateral, changes in potential exit opportunities or macroeconomic conditions.

All investments are initially assigned a rating of 2, as this grade represents a company that is meeting initial expectations with regard to performance and outlook. A rating may be improved to a 1 if, in the opinion of our investment adviser, a portfolio company’s risk of loss has been reduced relative to initial expectations. An investment will be assigned a rating of 3 if the risk of loss has increased relative to initial expectations and will be assigned a rating of 4 if our investment principal is at a material risk of not being fully repaid. A rating of 5 indicates an investment is in payment default and has significant risk of not receiving full repayment.

78

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value:

As of June 30, 2022

As of December 31, 2021

Investment Performance Rating ($ in millions)

    

Investments at
Fair Value

    

Percentage of
Total Portfolio

    

Investments at
Fair Value

    

Percentage of
Total Portfolio

1

$

92.0

12.0

%  

$

125.8

15.4

%

2

558.4

72.8

611.9

74.7

3

107.1

14.0

73.2

8.9

4

9.0

1.2

8.3

1.0

5

Total Portfolio

$

766.5

100.0

%  

$

819.2

100.0

%

Distributions

In order to maintain our status as a RIC and to avoid the imposition of corporate-level tax on income, we must distribute dividends to our stockholders each taxable year of an amount generally at least equal to the sum of 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses out of the assets legally available for distribution. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses, or capital gain net income, adjusted for certain ordinary losses, for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and capital gain net income for preceding years that were not distributed during such years on which we incurred no U.S. federal income tax.

During the three and six months ended June 30, 2022 we declared to stockholders distributions of $0.355 and $0.71 for total distributions of $8.3 million and $16.5 million. During the three and six months ended June 30, 2021 we declared to stockholders distributions of $0.355 and $0.71 per share, respectively for total distributions of $7.4 million and $14.7 million, respectively.

The timing and amount of our quarterly distributions, if any, are determined by our board of directors. While we intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution, we may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a business development company under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.

79

To the extent our taxable earnings fall below the total amount of our distributions paid for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. During the six months ended June 30, 2022, we estimate that distributions to stockholders included $16.5 million of ordinary income, for tax purposes, based on earnings for the fiscal year ended December 31, 2021 and current earnings for the six months ended June 30, 2022 The specific tax characteristics of the distribution will be reported to stockholders on or after the end of the calendar year 2022 and in our periodic reports with the SEC. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.

In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend under published guidance from the Internal Revenue Service) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.

We have adopted an “opt out” dividend reinvestment plan, or the DRIP, for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholder receives cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes.

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

WhiteHorse Advisers manages our day-to-day operations and provides investment management services to us pursuant to the Investment Advisory Agreement.
WhiteHorse Administration and certain of its affiliates provide us with the office facilities and administrative services, including access to the resources necessary for us to perform our obligations towards certain portfolio companies, pursuant to the Administration Agreement.
We have entered into a license agreement with an affiliate of H.I.G. Capital pursuant to which we have been granted a non-exclusive, royalty-free license to use the “WhiteHorse” name.

We entered into the Investment Advisory Agreement with WhiteHorse Advisers in accordance with the 1940 Act on December 4, 2012, which was most recently amended on November 1, 2018. Under the Investment Advisory Agreement, WhiteHorse Advisers manages our day-to-day investment operations and provides us with access to personnel and an investment committee and certain other resources so that we may fulfill our obligation to act as a portfolio manager of WhiteHorse Credit under the Credit Facility. Payments under the Investment Advisory Agreement in future periods will be equal to (1) a management fee equal to 2.0% of the value of our consolidated gross assets; provided, however, that the management fee on consolidated gross assets financed using leverage over 200% asset coverage (in other words, over 1.0x debt to equity) will be equal to 1.25% and (2) an incentive fee based on our performance. See “Investment Advisory Agreement” in Note 7 to the consolidated financial statements.

80

We also entered into the Administration Agreement with WhiteHorse Administration on December 4, 2012. Pursuant to the Administration Agreement, WhiteHorse Administration furnishes us with office facilities and administrative services necessary to conduct our day-to-day operations. WhiteHorse Administration also furnishes us with resources necessary for us to act as portfolio manager to WhiteHorse Credit under the Credit Facility. If requested to provide managerial assistance to our portfolio companies, WhiteHorse Administration will be paid an additional amount based on the services provided, which amount will not, in any case, exceed the amount we receive from the portfolio companies for such services. Payments under the Administration Agreement will be based upon our allocable portion of WhiteHorse Administration’s overhead expenses in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of our chief financial officer and chief compliance officer along with their respective staffs.

WhiteHorse Advisers, WhiteHorse Administration or their respective affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, WhiteHorse Advisers, WhiteHorse Administration or their respective affiliates may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders. Such persons may face conflicts in the allocation of investment opportunities among us and other investment funds or accounts advised by or affiliated with WhiteHorse Advisers or WhiteHorse Administration. WhiteHorse Advisers or its affiliates will seek to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time.

We depend on the communications and information systems and policies of WhiteHorse Advisers and its affiliates as well as certain third-party service providers to monitor and prevent cybersecurity incidents. Our board of directors and management periodically review and assess the effectiveness of such communications and information systems and policies.

Critical Accounting Estimates

The preparation of our financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. We have identified the following as critical accounting estimates.

Principles of Consolidation

Under the investment company financial accounting guidance, as formally codified in Accounting Standards Codification, or ASC, Topic 946, Financial Services - Investment Companies, we are precluded from consolidating any entity other than another investment company. As provided under ASC Topic 946, we generally consolidate any investment company when we own 100% of its partners’ or members’ capital or equity units. We own a 100% equity interest in each of WhiteHorse Credit, WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings, LLC and WhiteHorse Finance Holdings, LLC, which are investment companies for accounting purposes. As such, we have consolidated the accounts of WhiteHorse Credit, WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings LLC and WhiteHorse Finance Holdings, LLC into our financial statements. As a result of this consolidation, the amount outstanding under the Credit Facility is treated as our indebtedness.

Valuation of Portfolio Investments

We value our investments in accordance with ASC Topic 820 - Fair Value Measurements and Disclosures. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. ASC Topic 820’s definition of fair value focuses on exit price in the principal, or most advantageous, market and prioritizes the use of market-based inputs over entity-specific inputs within a measurement of fair value.

81

Our portfolio consists primarily of debt investments. These investments are valued at their bid quotations obtained from unaffiliated market makers or other financial institutions that trade in similar investments or based on prices provided by independent third party pricing services. For investments where there are no available bid quotations, fair value is derived using proprietary models that consider the analyses of independent valuation agents as well as credit risk, liquidity, market credit spreads and other applicable factors for similar transactions.

Due to the nature of our strategy, our portfolio includes relatively illiquid investments that are privately held. Valuations of privately held investments are inherently uncertain, may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.

Our board of directors is ultimately responsible for determining the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available on a quarterly basis in good faith or any other situation where portfolio investments require a fair value determination. Our board of directors has retained one or more independent valuation firms to review the valuation of each portfolio investment that does not have a readily available market quotation at least once during each 12-month period. Independent valuation firms retained by our board of directors provide a valuation review on approximately 25% of our investments for which market quotations are not readily available each quarter to ensure that the fair value of each investment for which a market quote is not readily available is reviewed by an independent valuation firm at least once during each 12-month period. However, our board of directors does not intend to have de minimis investments of less than 1.5% of our total assets (up to an aggregate of 10% of our total assets) independently reviewed.

The valuation process is conducted at the end of each fiscal quarter, with a portion of our valuations of portfolio companies without market quotations subject to review by one or more independent valuation firms each quarter. When an external event occurs with respect to one of our portfolio companies, such as when a purchase transaction, public offering or subsequent equity sale occurs, we expect to use the pricing indicated by such external event to corroborate our valuation.

With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

Our quarterly valuation process begins with each portfolio company or investment being initially valued by investment professionals of our investment adviser responsible for credit monitoring in accordance with our valuation procedures.
Preliminary valuation conclusions are then documented and discussed with our investment committee and our investment adviser.
The audit committee of our board of directors reviews these preliminary valuations, and on a quarterly basis, reviews the bases of the valuations by our investment adviser and the independent valuation firms.
At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm.
Our board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith.

82

Fair value of publicly traded instruments is generally based on quoted market prices. Fair value of non-publicly traded instruments, and of publicly traded instruments for which quoted market prices are not readily available, may be determined based on other relevant factors, including without limitation, quotations from unaffiliated market makers or independent third party pricing services, the price activity of equivalent instruments and valuation pricing models. For those investments valued using quotations, the bid price is generally used unless we determine that it is not representative of an exit price.

Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active public markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about what market participants would use in pricing an asset or liability.

Investments for which fair value is determined using inputs defined above as Level 3 are fair valued using the income and market approaches, which may include the discounted cash flow method, reference to performance statistics of industry comparables, relative comparable yield analysis and, in certain cases, third party valuations performed by independent valuation firms. The valuation methods can reference various factors and use various inputs such as assumed growth rates, capitalization rates and discount rates, loan-to-value ratios, liquidation value, relative capital structure priority, market comparables, compliance with applicable loan, covenant and interest coverage performance, book value, market derived multiples, reserve valuation, assessment of credit ratings of an underlying borrower, review of ongoing performance, review of financial projections as compared to actual performance, review of interest rate and yield risk. Such factors may be given different weighting depending on our assessment of the underlying investment, and we may analyze apparently comparable investments in different ways.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument.

Fair value for each investment is derived using a combination of valuation methodologies that, in the judgment of the investment committee of the investment adviser are most relevant to such investment, including being based on one or more of the following: (i) market prices obtained from market makers for which the investment committee has deemed there to be enough breadth (number of quotes) and depth (firm bids) to be indicative of fair value, (ii) the price paid or realized in a completed transaction or binding offer received in an arm’s-length transaction, (iii) a discounted cash flow analysis, (iv) the guideline public company method, (v) the similar transaction method or (vi) the option pricing method.

In addition, on December 3, 2020, the SEC announced that it adopted Rule 2a-5 under the 1940 Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the 1940 Act. The

83

new rule clarifies how fund boards can satisfy their valuation obligations in light of recent market developments. The rule will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform the fair value determinations. We will continue to review the new rule and its impact on our valuation policies.

Investment Transactions and Related Investment Income and Expense

We record our investment transactions on a trade date basis, which is the date when we have determined that all material terms have been defined for the transactions. These transactions could possibly settle on a subsequent date depending on the transaction type. All related revenue and expenses attributable to these transactions are reflected on our consolidated statements of operations commencing on the trade date unless otherwise specified by the transaction documents. Realized gains and losses on investment transactions are recorded on the specific identification method.

We accrue interest income if we expect that ultimately we will be able to collect it. Generally, when an interest payment default occurs on a loan in our portfolio, or if our management otherwise believes that the issuer of the loan will not be able to service the loan and other obligations, we place the loan on non-accrual status and will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, we remain contractually entitled to this interest. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written off when it becomes probable that such interest will not be collected and the amount of uncollectible interest can be reasonably estimated. Any original issue discount, as well as any other market purchase discount or premium on debt investments, are accreted or amortized to interest income or expense, respectively, over the maturity periods of the investments. Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Interest expense is recorded on an accrual basis. Certain expenses related to legal and tax consultation, due diligence, rating fees, valuation expenses and independent collateral appraisals may arise when we make certain investments. These expenses are recognized in the consolidated statements of operations as they are incurred.

Loan Origination, Facility, Commitment and Amendment Fees

We may receive fees in addition to interest income from the loans during the life of the investment. We may receive origination fees upon the origination of an investment. We defer these origination fees and deduct them from the cost basis of the investment and subsequently accrete them into income over the term of the loan. We may receive facility, commitment and amendment fees, which are paid to us on an ongoing basis. We accrue facility fees, sometimes referred to as asset management fees, as a percentage periodic fee on the base amount (either the funded facility amount or the committed principal amount). Commitment fees are based upon the undrawn portion committed by us and we record them on an accrual basis. Amendment fees are paid in connection with loan amendments and waivers and we account for them upon completion of the amendments or waivers, generally when such fees are receivable. We include any such fees in fee income on the consolidated statements of operations.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements, which discusses recent accounting pronouncements applicable to us, if any.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. During the period covered by our financial statements, many of the loans in our portfolio had floating interest rates, and we expect that many of our loans to portfolio companies in the future will also have floating interest rates. These loans are usually based on a floating rate based on LIBOR or SOFR that resets quarterly to the applicable LIBOR or SOFR. Interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. Since we plan to use debt to finance investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. In addition, U.S. and global

84

capital markets have experienced a higher level of stress due to the global COVID-19 pandemic which has resulted in an increase in the level of volatility across such markets and a general decline in value of securities held by us. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Assuming that the consolidated statement of assets and liabilities as of June 30, 2022 was to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands).

Increase (Decrease)

Increase (Decrease)

Net Increase

Basis Point Increase (Decrease)

    

in Interest Income

    

in Interest Expense

    

(Decrease)

(100)

$

(4,075)

 

$

(2,387)

 

$

(1,688)

100

 

7,377

 

2,387

 

4,990

200

 

14,753

 

4,775

 

9,978

300

 

22,130

 

7,162

 

14,968

400

 

29,506

 

9,550

 

19,956

500

 

36,883

 

11,937

 

24,946

As of June 30, 2022, nearly all of the performing floating rate investments in our portfolio had interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor and, in the case of investments in our portfolio, quarterly to a floor based on LIBOR or SOFR, only if the floor exceeds the index. Under these loans, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor.

For a discussion of the risks associated with the discontinuation of LIBOR, see “Item 1A. Risk Factors — Risks Relating to Our Business and Structure — Since we are using debt to finance our investments, and we may use additional debt or preferred stock financing going forward, changes in interest rates may affect our cost of capital, net investment income, value of our common stock and our rate of return on invested capital” in our most recent Annual Report on Form 10-K.

Although management believes that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit markets, the size, credit quality or composition of the assets in our portfolio and other business developments, including borrowing, that could affect a net increase in net assets resulting from operations or net income. It also does not adjust for the effect of the time-lag between a change in the relevant interest rate index and the rate adjustment under the applicable loan. Accordingly, we can offer no assurances that actual results would not differ materially from the statement above.

We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts to the extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

We 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 our investments denominated in foreign currencies. We currently utilize forward foreign currency exchange contracts to protect ourselves against fluctuations in exchange rates. During the three and six months ended June 30, 2022, we recognized unrealized gains of $4,000 and zero respectively, in the consolidated statements of operations relating to forward currency exchange contracts. During the three and six months ended June 30, 2021, we recognized an unrealized gain of $1,000 and zero, respectively, in the consolidated statements of operations relating to forward currency exchange contracts. During both the three and six months ended June 30, 2022 we recognized realized losses of $8,000 in the consolidated statements of operations relating to forward currency exchange contracts. During both the three and six months ended June 30, 2021 we recognized realized losses of $4,000 in the consolidated statements of operations relating to forward currency exchange contracts. See Note 3 to our consolidated financial statements.

85

Item 4. Controls and Procedures

As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, each of WhiteHorse Finance, WhiteHorse Advisers and WhiteHorse Administration is currently not a party to any material legal proceeding.

Item 1A. Risk Factors

In addition to the below risk factor and other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our most recent Annual Report on Form 10-K, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.

The use of leverage, including through the issuance of senior securities, magnifies the potential for gain or loss on amounts invested. We have incurred leverage in the past and currently incur leverage through credit facilities and issuance of public and private notes. From time to time, we intend to incur additional leverage to the extent permitted under the 1940 Act. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. In the future, we may borrow from, and issue senior securities to, banks, insurance companies and other lenders. Holders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such holders to seek recovery against our assets in the event of a default.

86

WhiteHorse Credit has pledged, and expects to continue to pledge, all or substantially all of its assets. WhiteHorse Credit has granted, and may in the future grant, a security interest in all or a portion of its assets under the Credit Facility. In addition, under the terms of the Credit Facility, we must use the net proceeds of any investments that we sell to repay amounts then due with respect to our debt and certain other amounts owing under the Credit Facility before applying such net proceeds to other uses, such as distributing them to our stockholders.

We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments into which we may enter. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses.

If the value of our assets decreases, leverage would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our common stock or preferred stock. Our ability to service our debt will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management fee payable to WhiteHorse Advisers.

As a business development company, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%, subject to certain disclosure requirements, as is specified in the 1940 Act. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions to our stockholders. As of June 30, 2022, our total outstanding indebtedness was $428.7 million and our asset coverage was 181.0%.

The amount of leverage that we employ will depend on WhiteHorse Advisers’ and our board of directors’ assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to maintain our borrowings under our existing indebtedness or to obtain other credit at all or on terms acceptable to us. For information regarding a reduction in the asset coverage ratio applicable to us, see Item 1A. Risk Factors -- “The SBCAA allows us to incur additional leverage, which may increase the risk of investing with us” in our most recent Annual Report on Form 10-K.

In addition, the terms governing our existing indebtedness and any indebtedness that we incur in the future could impose financial and operating covenants that restrict our business activities, including limitations that may hinder our ability to finance additional loans and investments or make the distributions required to maintain our ability to be subject to tax as a RIC.

The instruments governing our existing indebtedness contain terms and conditions for senior unsecured notes issued in a private placement, including minimum stockholders’ equity, minimum asset coverage ratio, maximum debt to equity ratio and prohibitions on certain fundamental changes of the Company or any subsidiary guarantor. These instruments also contain customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain judgements and orders, and certain events of bankruptcy.

87

The breach of any of the covenants or restrictions, unless cured within the applicable grace period, would result in a default under the applicable indebtedness arrangement that would permit the lenders thereunder to declare all amounts outstanding to be due and payable. In such an event, we may not have sufficient assets to repay such indebtedness. As a result, any default could have serious consequences to our financial condition. An event of default or an acceleration under these arrangements could also cause a cross-default or cross-acceleration of another debt instrument or contractual obligation, which would adversely impact our liquidity. We may not be granted waivers or amendments to these arrangements if for any reason we are unable to comply with them, and we may not be able to refinance such arrangements on terms acceptable to us, or at all.

The reduction of our asset coverage requirement from 200% to 150% increases the amount of debt that we are permitted to incur, 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 equity) to a maximum of 2.0x (equivalent to $2 of debt outstanding for each $1 of equity). Increased leverage could amplify the risks associated with investing in the Company. For example, if the value of the Company’s assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Company to acquire additional assets, leverage will cause the Company’s net asset value to decline more sharply than it otherwise would have without leverage or with lower leverage. Any decrease in the Company’s revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Company had not borrowed or had borrowed less.

The following table illustrates the effect of leverage on returns from an investment in our common stock as of June 30, 2022, assuming that we employ leverage such that our asset coverage equals (1) our actual asset coverage as of June 30, 2022 and (2) 150%, each at various annual returns, net of expenses and as of June 30, 2022. The purpose of this table is to assist investors in understanding the effects of leverage. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.

Assumed Return on Our Portfolio (Net of Expenses)

 

    

-10%

    

-5%

    

0%

    

5%

    

10%

 

Corresponding return to common stockholder assuming actual asset coverage(1)

    

(27.2)

%

(16.2)

%

(5.2)

%

5.9

%

16.9

%

Corresponding return to common stockholder assuming 150% asset coverage(2)

(38.2)

%

(23.3)

%

(8.5)

%

6.4

%

21.2

%

(1)Assumes $799.6 million in total assets, $428.7 million in debt outstanding and $347.4 million in net assets as of June 30, 2022, and an average cost of funds of 4.4%, which is our weighted average borrowing cost as of June 30, 2022.
(2)Assumes $1,065.7 million in total assets, $694.9 million in debt outstanding and $347.4 million in net assets as of June 30, 2022, and an average cost of funds of 4.2%, which would be our weighted average borrowing cost assuming 150% asset coverage as of June 30, 2022.

Based on our outstanding indebtedness of $428.7 million as of June 30, 2022 and an average cost of funds of 4.03%, 6.000%, 5.375%, 5.375%, 4.000%, 5.625% and 4.250%, which were the effective annualized interest rates of the Credit Facility, 6.000% 2023 Notes, 5.375% 2025 Notes, 5.375% 2026 Notes, 4.000% 2026 Notes, 5.625% 2027 Notes and 4.250% 2028 Notes, respectively, as of that date, our investment portfolio must experience an annual return of at least 2.4% to cover annual interest payments on our outstanding indebtedness.

Based on our outstanding indebtedness of $694.9 million on an assumed 150% asset coverage ratio and an average cost of funds of 4.03%, 6.000%, 5.375%, 5.375%, 4.000%, 5.625% and 4.250%, which were the effective annualized interest rates of the Credit Facility, 6.000% 2023 Notes, 5.375% 2025 Notes, 5.375% 2026 Notes, 4.000% 2026 Notes, 5.625% 2027 Notes and 4.250% 2028 Notes, respectively, as of that date, our investment portfolio must experience an annual return of at least 2.9% to cover annual interest payments on our outstanding indebtedness.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

88

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

Number

 

Description

31.1*

 

Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2*

 

Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1*

 

Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2*

 

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Filed herewith

89

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

WhiteHorse Finance, Inc.

 

 

 

Dated: August 10, 2022

By  

/s/ Stuart Aronson

 

 

Stuart Aronson

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Dated: August 10, 2022

By  

/s/ Joyson C. Thomas

 

 

Joyson C. Thomas

 

 

Chief Financial Officer

 

 

(Principal Accounting and Financial Officer)

90