WHF - NASDAQ

Good morning. My name is Mike, and I will be your conference operator today. At this time, I would like to welcome everyone to the WhiteHorse Finance First Quarter 2024 Earnings Conference Call. Our host for today's call are Stuart Aronson, Chief Executive Officer; and Joyson Thomas, Chief Financial Officer. Today's call is being recorded, and a replay is available through a webcast in the Investor Relations section of our website at whitehorsefinance.com. [Operator Instructions]. If you at any point your question pleasure to turn the call over to Robert Brinberg of Rose & Co. Company.Â

Thank you, Mike, and thank you, everyone, for joining us today to discuss WhiteHorse Finance's first quarter facts made during this call, including any statements relating to financial guidance, may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Because these forward-looking statements involve known and unknown risks and uncertainties, these are important factors that could cause actual results to differ materially from those expressed or obligation or responsibility to update any forward-looking statements. Today's speakers may refer to material from the WhiteHorse Finance First Quarter 2024 Earnings Presentation.

Thank you, Rob. Good morning, and thank you for all of you for joining today. As you're aware, we issued our earnings this morning prior to market open, and I hope you've had a chance to review our results for the period ended March 31, 2024, which can also be found on our website. On today's call, I'll begin by addressing our first quarter results and current market conditions. Joyson Thomas, our Chief Financial Officer, will then discuss our performance in greater detail, after which we will open the floor for questions. I'm pleased to report continued strong performance for the first quarter of 2024. Q4 GAAP net investment income and core NII was $10.8 million or $0.465 per share, which more than covered our quarterly base dividend of $0.385 per share. This represents a slight increase from Q4 GAAP and core NII of $10.6 million or $0.45 per share. NAV per share at the end of Q1 was 13.50, representing a 1% decrease from the prior quarter. NAV per share was negatively impacted by net markdowns on our portfolio totaling $5.2 million, the majority of which related to a markdown in equity warrants in Seagate Corporation, which I will discuss shortly. The NAV decrease was partially offset by the excess of core NII over our quarterly dividend. Turning to portfolio activity in Q1. Gross capital employment totaled $55 million with $44.7 million funding 5 new originations and the remaining $10.3 million funding add-ons to existing investments as activity remained reasonably strong. In addition to the add-ons, there were $0.8 million in net fundings made for revolver commitments. Of our 5 new originations in Q1, 2 were sponsored deals and 3 were nonsponsor deals with an average leverage of approximately 3.5x debt to EBITDA. All of these deals were first lien loans with an average spread of 730 basis points at an average all-in rate of 12.6%. I note that both of these statistics are attractive from a historical and current market perspective. During the quarter, the BDC transferred 2 of these new deals and existing investment to the Ohio -- at the end of Q1, 99% of our debt portfolio was first lien senior secured, and our portfolio mix was approximately 2/3 sponsor and 1/3 nonsponsor, which is consistent with the prior quarter. In Q1, total repayments and sales were $43.4 million, primarily driven by 5 complete realisations and 1 partial realisation. We expect repayment activity to remain relatively high, particularly for credits that are more than 2 years old, where call protection has expired or is more limited. In some cases, deals will be repriced, and we will evaluate risk and return on a case-by-case basis to determine whether we want to follow credits into the current more aggressive market environment. Thus far in Q2, we've had 115 -- sorry, we've had $15 million in full repayments and sales. With repayments in JV transfers, mostly offsetting our deployment activity, the company's net effective leverage increased slightly to 1.19x and remains below the lower end of our target leverage range. So long as our portfolio remains heavily concentrated in first lien loans, which have lower risk than second lien loans we experience. With that in mind, I'll now step back to bring our entire investment portfolio into focus. After the effects of net repayments and STRS JV transfers as well as $0.8 million in net mark-to-market increases and $6.1 million of realized losses. The fair value of our investment portfolio was $ 697.9 million at the end of Q1. This compares to our portfolio of fair value of $696.2 million at the end of the previous quarter. The weighted average effective yield on our income-producing debt investments was 13.7% as of the end of Q1, unchanged from the end of last year. We continue to utilize the STRS JV successfully. The JV generated investment income to the BDC of approximately $4.8 million in Q1. up from $4.2 million in Q4. As of March 31, the fair value of the JV's portfolio was $309.4 million. And at the end of Q1, the JV's portfolio had an average unlevered yield of 12.4%, consistent with Q4. The JV is currently producing an average annual return on equity in the mid-teens to the BDC. We believe WhiteHorse's equity investment in the JV provides attractive returns for our shareholders. Transitioning to the BDC's portfolio more broadly, there were some markdowns in the portfolio during Q1. Most notably, there was a $3.5 million markdown to our equity investment in Seagate Corporation. We exited the Seagate loan several years ago and due to covenant defaults at the time, we were granted warrants equal to at least 17% of the company. I should note that we had no cash basis in these warrants. In any event, Seagate went out of business in Q1, and we therefore mark the warrants down to 0. There were some other modest markdowns in 3 other credits, including in new cycle solutions, also known as Naviga, which was placed on non-accrual in the quarter. Markdowns were more than offset by reversals of aggregate prior unrealized losses upon the realization in Crown brand, second lien investment and the restructuring of Atlas purchaser, which is also known as Aspect Software. We resolved the Crown brands loan in Q1 by selling it back to the sponsor who is running the company. Although the loan was sold at a discount, we were able to sell it at a price that it was a premium to where the loan had been valued at the end -- we also participated in the restructuring of our position in Atlas purchaser, also known as Aspect Software, which resulted in a portion of the investment resulted in a portion of the investment to incur a realized loss. New cycle was the only credit moved to nonaccrual during the quarter. And at the end of Q1, investments on nonaccrual totaled 1.3% of our debt portfolio at fair value compared with 2% -- 2.5% at the end of Q4. Naviga is in a sale process and values for the company of unexpectedly come in at a modest discount to the value of the debt. We have, therefore, marked the asset to a level that we think is consistent with where the company will be sold. American Crafts and ArcServe remain on nonaccrual status. You may recall that we have a controlled position in American Crafts and we, along with other lenders, took control of Arcserve earlier in Q1. We are continuing to work with our restructuring resources and our private equity resources to turn those companies around to maximise value. The trends we're seeing in both these accounts are positive relative to where they were 1 quarter ago. Across the portfolio, generally, we see balanced activity in terms of credit performance and remain overall pleased with the health and relative stability of our debt portfolio. The cyclical accounts are continuing to be surprisingly strong and the accounts that are having trouble are either facing the consumer market or have idiosyncratic problems that we have discussed in the past. As always, we remain vigilant in monitoring our portfolio of companies. We have not seen demand weakness in other sectors, including general industrial, B2B, health care, TMT or financial services. Additionally, our portfolio includes mostly noncyclical or like cyclical borrowers. We hold no direct exposure to oil and gas, auto, new home construction or restaurants. The vast majority of our deals have strong covenant protection, and we are finding that, in most cases, the private equity firms we partnered with are supporting their credits with new cash or contingent equity as needed. Turning to the broader lending market, lenders have gotten significantly more aggressive in terms of credit, documents and price, a continuation of the trend that we saw emerging in Q4. As Q1 progressed, we saw a modest increase in M&A activity coming out of the sponsor market and the nonsponsor market. Despite that modest increase, there is still a significant supply-demand imbalance in favor of borrowers since directing lending shops that are coming off of poor volume members in 2022 and 2023 are trying to make sure they hit their budgets and again, are willing to be more aggressive to make that happen. We've definitely seen a shift all the way from broadly syndicated market into upper mid-market and also the mid-market and lower mid-market. The degradation of the market has the most severe in the sponsor market, where leverage is up 0.5 turn to 1 turn and loan-to-value is now 55% to 65%. More middle market deals are being done with mill financial covenants and pricing has come down 100 to 150 basis points from last quarter. This decline came suddenly, and we have not seen a reversal of that in Q2. The upper mid-market has seen prices decline to where deals are now priced at  SOFR$450 to SOFR$525. The mid-market lower mid-market are pricing deals more in the range of SOFR 500 to SOFR 575. The shift in the non-sponsor market has thankfully been less dramatic. Credits are still at 3 to 4.5x leverage and pricing has come down by only about 50 basis points. What we have seen over time is that the non-sponsor market is less votile than the sponsor market because there's less competition and it's harder for lenders to access the non-sponsor market. As I alluded to earlier, the deals that we did in 2022 and 2023, for the most part, still have call protection, and we're doing a good job of holding on to prices we captured in those years when the markets were much more favourable to lenders with pricing typically at 650 to 750 on both sponsor and non-sponsor deals. In the current market environment, we're being very cautious in our deal sourcing with on-the-run sponsors and our focus remains on the off-the-run sponsor market and non-sponsor business where market terms remain comparatively more attractive. Because of our ability to access the off-to-run sponsor market and nonsponsor market, we are still commanding higher prices than what you see in the upper mid-market or mid-market in general. With respect to the broader economy, recent data indicates that inflation will continue at a higher level than what the Fed is targeting. We agree with the current thinking that there will be somewhere between 0 to 2 rate cuts in the balance of the year, probably happening later in the year. As a result, we expect slower economic growth through 2024 and into 2025. The year started out slowly in terms of pipeline, which is normal from the beginning of the year, but we did enter the year with a decent backlog of deals, most of which were non-sponsor. Our pipeline has grown as we move through the first half of the year due in part to our sourcing model, which allows us to source deals in corners of the market where there is less competition, including the off-to-run sponsor market in the non-sponsor market. Our 3-tier sourcing architecture continues to provide the BDC differentiated capabilities, and we continue to derive significant advantages from the shared resources and affiliation with HRG, who is a leader in mid-market and lower mid-market. Whitehorse has approximately 22 origination professionals located in 11 regional markets across North America. The strength of the origination pipeline enables us to be conservative on our deal selection. Following the repayment activity in Q1, the BDC balance sheet has approximately $40 million of capacity for new assets at our target leverage range. The JV has approximately $50 million of capacity supplementing the BDC's existing capacity with the move in the market steels that are priced below SOFR600 are targeted to the JV, those prices at 600 or above are largely targeted from the BDC balance sheet. We're actively working on 11 new mandates and add-on acquisitions of the new platform mandates, the majority are non-sponsored deals. While there can be no assurance that any of these deals will close, all of these mandates could fit within the BDC or or JV should we elect to transact. Subsequent to quarter end, we have closed 2 new originations and 3 add-ons to existing portfolio companies with several more pending. Of the new originations, one investment was transferred to the JV during the second quarter. We also transferred 2 add-on investments to the JV in the second quarter. In short, activity continues to pick up, and we remain cautiously optimistic that the market will remain conducive to Whitehorse. Despite sustained concerns of economic softening, we believe we are well positioned to continue to source attractive opportunities, navigate economic challenges due to our rigorous underwriting standards and continue delivering to our shareholders. With that, I'll turn the call over to Joyson for additional performance details and a review of our portfolio composition. Joyson?

Thanks, Stuart, and thank you, everyone, for joining today's call. During the quarter, we recorded GAAP net investment income and core NII of $10.8 million or $0.465 per share. This compares with Q4 GAAP NII and core NII of $10.6 million or $0.456 per share and our previously declared quarterly distribution of $0.385 per share. Q1 fee income was unchanged quarter-over-quarter at $0.6 million. Q1 amounts were primarily comprised of $0.5 million of amendment fees, the majority of which came from an amendment fee from TELUS moldings. For the quarter, we reported our net increase in net assets resulting from operations of $6 million. Our risk ratings during the quarter showed at 77.6% of our portfolio positions carried either 1 or 2 rating, slightly lower than the 77.7% in the prior quarter. As a reminder, our one rating indicates that the company has seen its risk of loss reduced relative to initial expectations and a rating indicates the company is performing according to such initial expectations. Regarding the JV specifically, we continue to grow our investment. As Stuart mentioned earlier, in the first quarter, we transferred 2 new deals at one existing investment, totaling $8.5 million in exchange for cash proceeds for the same amount. Additionally, during the quarter, 2 existing portfolio company investments fully realized in the portfolio. And as a result, as of March 31, 2024, the JV's portfolio helped positions in 34 portfolio companies with an aggregate fair value of $309.4 million compared to 34 portfolio companies at an aggregate fair value of $312.2 million as of December 31, 2023. Subsequent to the end of the first quarter, the company transferred 3 investments to the JV, including one new portfolio company. The investment in the JV continues to be accretive to the BDC's earnings, generating a mid-teens return on equity. During Q1, we did see an elevated amount of income recognized from our JV investment, which aggregated to $4.8 million during the quarter as compared with approximately $4.3 million in Q4 of last year. The approximate $0.5 million increase or $0.024 per share is largely attributable to nonrecurring events that occurred in the JV's portfolio. As we have noted in prior calls, the yield on our investment in the JV may fluctuate period-over-period as a result of a number of factors, including the timing and amount of additional capital investments, the changes in asset yields in the underlying portfolio as well as the overall credit performance of the JV's investment portfolio. Turning to our balance sheet. We had cash resources of approximately $20.9 million at the end of Q1, including $10.2 million in restricted cash and approximately $135 million of undrawn capacity available under our overall credit facility. As of March 31, 2024, the company's asset coverage ratio for borrowed amounts as defined by the 1940 Act, was 179.5% which was above the minimum asset coverage ratio of 150%. Our Q1 net effective debt to equity ratio after adjusting for cash on hand was 1.19x compared with 1.16x for the prior quarter. Before I conclude and open up the call to questions, I'd again like to highlight our distributions. This morning, we announced that our Board declared a second quarter distribution of $0.35 per share, which is consistent with the prior quarter. The upcoming distribution, the 47th consecutive quarterly distribution paid since our IPO in December 2012, with all distributions at or above a rate of $0.355 per share per quarter will be payable on July 2, 2024, to stockholders of record as of June 18, 2024.  As we said previously, we will continue to evaluate our quarterly distribution, both in the near and medium term based on the core earnings power of our portfolio in addition to other relevant factors that may warrant consideration. With that, I'll now turn the call over to the operator for your questions. Operator?

[Operator Instructions]And we do have our first question from Mickey Schleien with Ladenburg.

 Just one quick question for me. With the movements in non-accruals this quarter, was there any impact on interest income in terms of recaptures or reversals of previous interest income?

Joyson I'll leave that for you.

 Mickey, we did not reverse out any income accruals during the period. We just ceased from recognising any additional accruals during Q1.Â

  And we do have our next question from Bryce Rowe with B. Riley.

I wanted to follow up on some of the prepared remarks. You talked about, obviously, spreads and pricing having come in, more aggressive terms and conditions out there in the market. And you did talk about evaluating whether you would follow some credits that we're at least exploring some kind of refinance option. Curious what would kind of keep you in the credit and what kind of pricing deterioration would you see relative to what's on the books right now?

So to give you 2 examples, Bryce, we were in a company that had industrial cyclicality to it, and they got an offer to do the deal at higher leverage and 100 basis point lower price. -- we may have gotten there on the price, but the higher leverage in a cyclical left us uncomfortable. So we chose to exit that credit. As compared to a company we have in the business services sector, where the prepayment penalties have expired. The company has performed well. It is delevered over a turn since closing. In order to keep that asset, we're going to need to reduce pricing, I believe, from SOFR 625 or 650, down to SOFR 525. But because of the strong performing asset, non-cyclical low CapEx, we are going to follow that asset and accept the lower price. So it will be primarily driven by credit concerns and how aggressive the market is getting. And in general, as I mentioned, the market is now a 500 to 575 market in the part of the market we cover, which is the mid-market, lower mid-market and we will accept those prices because those are the market prices for credits that we think are strong and stable.

Okay. That's fair. And then maybe you could talk a little bit about -- I assume you've got a bit of a watch list within Whitehorse and it's reflected in the internal risk ratings. What are you seeing internally to move credits around within that internal risk rating system? Just trying to kind of understand what the -- kind of what the tail risk is within the portfolio. And if it's growing, if it's growing with this higher for longer environment.

Yes. The average leverage on our deals is and has been modest. So the higher rate environment is not in and of itself causing us much concern. We do, as we've indicated in the ratings on the deals and the marks you see on the deals have a number of credits that are underperforming to the original plan. That results in a mark of 3 or a rating of 3, some where we're a concerned of losing principal amounts. Those are ratings of 4. And as I mentioned in my prepared remarks, there is no broad trend other than consumer-facing companies being weaker. There's no broad trend that we're seeing in terms of reasons why companies are underperforming. In some cases, it's ArcServe had a technology outage and lost customer data a couple of years ago. and that has led to us taking over the company and trying to turn it around other credits that we're dealing with are dealing with the idiosyncratic issues. We are not seeing broad economic weakness at this point. And we would tell you that the revenues for companies across the portfolio on average are up, partially due to inflation, but partially due to reasonably strong demand in the general business market.

Okay. That's helpful. Last one for me. You kind of made some comments around new cycle going through a sale process and maybe seeing a lower valuation than would have been expected. Can you talk about kind of how -- the puts and takes of that in terms of how you deal with that within your portfolio and whether you have to sell or keep it?

Thankfully, it's a very small investment -- and the situation is a sponsor that own the company, put the company up for sale, got an offer that they're trying to transact on. But the offer is for less than the debt value. It's a club deal. We're a very small piece of the club, but it's a club deal, and there is no active market for that paper. So the best thing for us to do is just wait for the sale of the company and collect out what we can collect on that asset. That will be, we think, similar to where the asset is marked.Â

One more thing on -- Bryce, I was going to just say one more thing on news cycle, and this also relates to Mickey's prior question on reversals. We did reverse out a small fee that was due at exit or maturity on new cycle of approximately $98,000 given our prognosis on what we expect to collect.

Okay. But that had already been accrued, Joyson? Or just...

 That's correct. -- previously been accrued based on an amendment in an earlier period and reversed out during [Indiscernible]

And we have our next question from Erik

Just one question for me and maybe kind of a 2-part question. Could you just remind me kind of the characteristics that you consider for transferring investments into the JV and the JV that just over 15% of the total portfolio at fair value today, where is your comfort range with the size of that relative to the total investment portfolio.

Answering the second part of your question first. We think the JV has now reached the size with the committed capital that is appropriate to the BDC. I don't think we'd increase the JV size again. And we -- depending on market conditions, reserve the higher-priced deals to remain on the BDC balance sheet and the lower priced deals go into the JV. At this point in time, as I indicated in the prepared remarks, deals that are priced 600 or higher, which would be considered a premium price in today's market and the price we're getting on nonsponsor deals will typically go on to the BDC balance sheet deals that are priced under 600 will typically head to the JV.

[Operator Instructions] and our next question comes from Sean Paul Adams with Raymond James.

It looks like the average investment size in the portfolio has continued to go down quarter-over-quarter, which is -- it's been following the trend for the last couple of quarters. I think now averaging around $5 million. Earlier in the year, you mentioned that the new average allocation target would probably be closer to $8 million to $10 million. Have you guys lowered that target allocation range going forward? Or are forecasted add-ons impacting that figure?

I think what's really going on is a lot of the non-sponsor deals we do are smaller deals. And so the BDC's allocation into those smaller deals is ultimately a smaller number. That is just a natural result of, again, the average size of the deals that we're closing. So I would say if we see a normal market environment, I would still expect the average size of an asset going into the BDC to be more in the $8 million to $10 million range.

[Operators instructions] And at this time, I'm currently showing no questions in the queue. I'll now turn the call back over to Stuart Aronson for closing remarks.

All right. Well, we continue to work hard to keep the portfolio as healthy as possible and to add good credits that will give the BDC stability going forward regardless of market conditions. I appreciate everybody's time today. And as always, heading into next quarter's call, if anyone has topics they want us to address in the prepared remarks, please communicate with either Joyce and their eye in advance of those calls, and we will do our best to answer questions with complete transparency. Thank you very much, and have a good day.