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WhiteHorse Finance Inc

For the period ended Sep 30, 2024. Filed Nov 7, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 7, 2024

WHF$8.39+1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0001558370-24-011468

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

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001558370-24-014753

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 154 previous paragraphs and 157 current paragraphs.

115 unchanged; 38 reworded; 1 added; 0 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 64 previous and 64 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

PIK income increased by $1.1 million for the three months ended September 30, 2024 from the three months ended September 30, 2023, primarily from investments to MSI Information Services, Inc. PIK income increased by $1.6 million for the nine months ended September 30, 2024 from the nine months ended September 30, 2023, primarily from investments to portfolio companies Honors Holdings, LLC (d/b/a Orange Theory), MSI Information Services, Inc. and Telestream Holdings Corporation. We may invest in loans that contain a PIK interest rate provision where 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.
Reworded paragraphs (38)

Previous wording

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

Current wording

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,

Previous wording

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.

Current wording

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.

Previous wording

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 two private funds that are advised by 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 LLC into a Delaware corporation and elected to be treated as a business development company under the 1940 Act.

Current wording

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 two private funds that were advised by 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 LLC into a Delaware corporation and elected to be treated as a business development company under the 1940 Act.

Previous wording

In July 2017, the head of the United Kingdom Financial Conduct Authority, or the FCA, announced that it will phase out the use of the London Interbank Offer Rate, or LIBOR, by 2021. One-week and two-month U.S. dollar LIBOR and non-U.S. LIBOR ceased at the end of 2021, and the remaining U.S. dollar LIBOR tenors ceased after

Current wording

In July 2017, the head of the United Kingdom Financial Conduct Authority, or the FCA, announced that it would phase out the use of the London Interbank Offer Rate, or LIBOR, by 2021. One-week and two-month U.S.

Previous wording

June 30, 2023. In light of feedback received, the FCA proposed that the one-, three- and six-month U.S. dollar LIBOR tenors continue to be published on a synthetic basis through September 2024. Other jurisdictions have also proposed their own alternatives 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 Yen.

Current wording

dollar LIBOR and non-U.S. LIBOR ceased at the end of 2021, and the remaining U.S. dollar LIBOR tenors ceased after June 30, 2023. In light of feedback received, the FCA proposed that the one-, three- and six-month U.S. dollar LIBOR tenors continue to be published on a synthetic basis through September 2024. Other jurisdictions have also proposed their own alternatives 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 Yen.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2024 and June 30, 2023

Current wording

Comparison of the Three and Nine Months Ended September 30, 2024 and September 30, 2023

Previous wording

Set forth below are the consolidated results of operations for the three and six months ended June 30, 2024 and 2023:

Current wording

Set forth below are the consolidated results of operations for the three and nine months ended September 30, 2024 and 2023:

Previous wording

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.

Current wording

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 or decrease 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 or decreases in net assets resulting from operations may not be meaningful.

Previous wording

Consolidated operating results for the three and six months ended June 30, 2024 and 2023 are as follows:

Current wording

Consolidated operating results for the three and nine months ended September 30, 2024 and 2023 are as follows:

Previous wording

Net investment income for the three and six months ended June 30, 2024 totaled $9.3 million and $20.1 million, respectively. Net investment income for the three and six months ended June 30, 2023 totaled $10.6 million and $21.3 million, respectively. Net investment income decreased by $1.3 million and $1.2 million for the three and six months ended June 30, 2024 from the three and six months ended June 30, 2023, as described below under “Investment Income” and “Operating Expenses.”

Current wording

Net investment income for the three and nine months ended September 30, 2024 totaled $9.2 million and $29.3 million, respectively. Net investment income for the three and nine months ended September 30, 2023 totaled $10.8 million and $32.1 million, respectively. Net investment income decreased by $1.7 million and $2.8 million for the three and nine months ended September 30, 2024 from the three and nine months ended September 30, 2023, as described below under “Investment Income” and “Operating Expenses.”

Previous wording

The following table summarizes our investment income for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table summarizes our investment income for the three and nine months ended September 30, 2024 and 2023:

Previous wording

Interest and payment-in-kind income decreased $1.9 million and $3.1 million for the three and six months ended June 30, 2024 from the three and six months ended June 30, 2023, primarily attributable to lower portfolio size. For the three and six months ended June 30, 2024, the weighted average size of the debt portfolio, excluding STRS JV, was $583.9 million and $597.0 million, respectively. For the three and six months ended June 30, 2023, the weighted average size of the debt portfolio, excluding STRS JV, was $653.0 million and $658.2 million, respectively.

Current wording

Interest income other than PIK decreased $3.6 million and $7.3 million, respectively, for the three and nine months ended September 30, 2024 from the three and nine months ended September 30, 2023, primarily attributable to lower yields and portfolio size. For the three and nine months ended September 30, 2024, the weighted average size of the debt portfolio, excluding STRS JV, was $567.7 million and $590.2 million, respectively. For the three and nine months ended September 30, 2024, the weighted average yield, excluding STRS JV, was 10.3% and 10.7%, respectively. For the three and nine months ended September 30, 2023, the weighted average size of the debt portfolio, excluding STRS JV, was $636.1 million and $650.2 million, respectively. For the three and nine months ended September 30, 2023, the weighted average yield, excluding STRS JV, was 11.7% and 11.3%, respectively. For the three and nine months ended September 30, 2024, there was a reversal of accrued interest from our investment to Telestream Holdings Corporation, negatively impacting total investment income by $0.3 million, or approximately $0.013 cents per share.

Previous wording

Fee and dividend income decreased by $0.5 million and $1.0 million for the three and six months ended June 30, 2024 from the three and six months ended June 30, 2023 due to lower non-recurring fee income. We expect to generate some level of non-recurring fee income during most quarters from prepayments, amendments and other sources.

Current wording

Fee and dividend income decreased by $0.5 million and $1.5 million, respectively, for the three and nine months ended September 30, 2024 from the three and nine months ended September 30, 2023 due to lower non-recurring fee income. We expect to generate some level of non-recurring fee income during most quarters from prepayments, amendments and other sources.

Previous wording

Interest and dividend income from STRS JV increased by $0.2 million and $1.2 million for the three and six months ended June 30, 2024 from the three and six months ended June 30, 2023, primarily attributable to an increase in base rates.

Current wording

Interest and dividend income from STRS JV increased by $1.3 million for the nine months ended September 30, 2024 from the nine months ended September 30, 2023, primarily attributable to an increase in base rates.

Previous wording

The following table summarizes our expenses for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table summarizes our expenses for the three and nine months ended September 30, 2024 and 2023:

Previous wording

Interest expense decreased $0.2 million and $0.4 million for the three and six months ended June 30, 2024 from the three and six months ended June 30, 2023, primarily due to a decrease in total debt outstanding, partially offset by higher weighted average interest rates. For the three and six months ended June 30, 2024, the weighted average outstanding borrowings were $386.0 million and $392.0 million at a weighted average interest rate of 6.48% and 6.51%, respectively. For the three and six months ended June 30, 2023, the weighted average outstanding borrowings were $426.7 million and $441.2 million at a weighted average interest rate of 6.31% and 6.24%, respectively.

Current wording

Interest expense decreased $0.6 million and $1.0 million for the three and nine months ended September 30, 2024 from the three and nine months ended September 30, 2023, primarily due to a decrease in total debt outstanding. For the three and nine months ended September 30, 2024, the weighted average outstanding borrowings were $370.3 million and $384.7 million at a weighted average interest rate of 6.36% and 6.46%, respectively. For the three and nine months ended September 30, 2023, the weighted average outstanding borrowings were $421.6 million and $434.6 million at a weighted average interest rate of 6.52% and 6.33%, respectively.

Previous wording

Base management fees decreased by $0.6 million and $1.2 million for the three and six months ended June 30, 2024, respectively, from the three and six months ended June 30, 2023 due to the base management fee rate reduction to 1.75%, from 2.00% effective January 1, 2024.

Current wording

Base management fees decreased by $0.7 million and $1.9 million for the three and nine months ended September 30, 2024, respectively, from the three and nine months ended September 30, 2023 due to the base management fee rate reduction to 1.75%, from 2.00% effective January 1, 2024.

Previous wording

Performance-based incentive fees were $2.3 million and $5.0 million for the three and six months ended June 30, 2024, respectively, and $2.7 million and $5.3 million the three and six months ended June 30, 2023, respectively, which were comprised of pre-incentive fee net investment income. There was no capital gains incentive fee incurred for both the three and six months ended June 30, 2024 and the three and six months ended June 30, 2023.

Current wording

Performance-based incentive fees decreased by $0.4 million and $0.7 million for the three and nine months ended September 30, 2024, respectively, from the three and nine months ended September 30, 2023 due to lower pre-incentive fee net investment income. There was no capital gains incentive fee incurred for both the three and nine months ended September 30, 2024 and the three and nine months ended September 30, 2023.

Previous wording

General and administrative expenses increased by $0.3 million and $0.2 million for the three and six months ended June 30, 2024, respectively, from the three months ended June 30, 2023, primarily due to higher legal fees.

Current wording

General and administrative expenses increased by $0.2 million and $0.5 million for the three and nine months ended September 30, 2024, respectively, from the three and nine months ended September 30, 2023, primarily due to higher professional and legal fees.

Previous wording

Excise tax was $0.3 million and $0.6 million for the three and six months ended June 30,2024, respectively. Excise tax was $0.3 million and $0.5 million for the three and six months ended June 30, 2023, respectively. As of June 30, 2024 and December 31, 2023, we accrued a net federal excise tax expense of $0.5 million and $1.0 million, respectively.

Current wording

Excise tax was $0.3 million and $0.9 million for the three and nine months ended September 30,2024, respectively. Excise tax was $0.2 million and $0.7 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, we accrued a net federal excise tax expense of $0.8 million and $1.0 million, respectively.

Previous wording

The following table shows the breakdown of net realized gains and losses on investments for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table shows the breakdown of net realized gains and losses on investments for the three and nine months ended September 30, 2024 and 2023:

Previous wording

The following table shows the breakdown in the changes in unrealized appreciation and depreciation of investments for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table shows the breakdown in the changes in unrealized appreciation and depreciation of investments for the three and nine months ended September 30, 2024 and 2023:

Previous wording

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.

Current wording

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

Previous wording

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, 2024 and December 31, 2023, we had commitments to fund approximately $24.7 million and $21.4 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.

Current wording

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 September 30, 2024 and December 31, 2023, we had commitments to fund approximately $28.2 million and $21.4 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.

Previous wording

Our operating activities provided cash and cash equivalents of $43.1 million during the six months ended June 30, 2024, 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 $45.8 million during the six months ended June 30, 2024, primarily for repayments on the Credit Facility and the payment of distributions to stockholders.

Current wording

Our operating activities provided cash and cash equivalents of $57.7 million during the nine months ended September 30, 2024, 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 $61.5 million during the nine months ended September 30, 2024, primarily for repayments on the Credit Facility and the payment of distributions to stockholders.

Previous wording

Our operating activities provided cash and cash equivalents of $32.3 million during the six months ended June 30, 2023, 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 $35.5 million during the six months ended June 30, 2023, primarily due to repayments on the Credit Facility and the payment of distributions to stockholders.

Current wording

Our operating activities provided cash and cash equivalents of $74.6 million during the nine months ended September 30, 2023, 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 $71.0 million during the nine months ended September 30, 2023, primarily due to repayments on the Credit Facility, repayment of the 6.000% 2023 Notes and the payment of distributions to stockholders, partially offset by proceeds from the 7.875% 2028 Notes of $34.5 million.

Previous wording

As of June 30, 2024, we had cash and cash equivalent resources of $21.8 million, including $8.9 million of restricted cash. As of June 30, 2024, we had approximately $166.9 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.

Current wording

As of September 30, 2024, we had cash and cash equivalent resources of $20.7 million, including $9.5 million of restricted cash. As of September 30, 2024, we had approximately $173.4 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.

Previous wording

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 SOFR, 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 LLC and is not consolidated by either us or STRS Ohio for financial reporting purposes. On July 19, 2019, STRS JV formally launched operations. As of June 30, 2024, STRS JV had total assets of $345.0 million. As of December 31, 2023, STRS JV had total assets of $332.2 million.

Current wording

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 SOFR, 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 LLC and is not consolidated by either us or STRS Ohio for financial reporting purposes. On July 19, 2019, STRS JV formally launched operations. As of September 30, 2024, STRS JV had total assets of $326.2 million. As of December 31, 2023, STRS JV had total assets of $332.2 million.

Previous wording

We provide capital to STRS JV in the form of LLC equity interests and subordinated notes. In February 2023, we increased our capital commitment to the STRS JV in the amount of an additional $15.0 million, bringing our total capital commitment to the STRS JV to $115.0 million, comprised of $92.0 million of subordinated notes and $23.0 million of LLC equity interests. We previously increased our capital commitment in February 2022 to the STRS JV in the amount of an additional $25.0 million, bringing our then 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.

Current wording

We provide capital to STRS JV in the form of LLC equity interests and subordinated notes. In February 2023, we increased our capital commitment to the STRS JV in the amount of an additional $15.0 million, bringing our total capital commitment to the STRS JV to $115.0 million, comprised of $92.0 million of subordinated notes and $23.0 million of LLC equity interests. We previously increased our capital commitment in February 2022 to the STRS JV in the amount

Previous wording

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, 2024 and December 31, 2023 and selected statement of operations information for the three and six months ended June 30, 2024 and 2023.

Current wording

See Note 4 to our consolidated financial statements for further discussion on STRS JV’s portfolio and selected balance sheet information as of September 30, 2024 and December 31, 2023 and selected statement of operations information for the three and nine months ended September 30, 2024 and 2023.

Previous wording

On February 4, 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 $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.

Current wording

On February 4, 2022, the terms of the Credit Facility were further amended to, among other things apply an annual interest rate equal to applicable SOFR plus 2.50% to any borrowings under the Credit Facility.

Previous wording

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 60%, 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 167.5% of the aggregate outstanding amount of all Lender advances as set forth in the Amended Loan Agreement and related documentation.

Current wording

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 60%, 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 167.5% of the aggregate outstanding amount of all Lender advances as set forth in the Amended Loan Agreement and related documentation.

Previous wording

As of June 30, 2024, there were $168.1 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $166.9 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 $529.1 million as of June 30, 2024.

Current wording

As of September 30, 2024, there were $161.6 million in outstanding borrowings under the Credit Facility and, based on collateral and portfolio requirements stipulated in the Credit Facility agreement, approximately $173.4 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 $523.2 million as of September 30, 2024.

Previous wording

As of June 30, 2024, our investment portfolio consisted primarily of senior secured loans across 125 positions in 72 companies with an aggregate fair value of $660.0 million. As of June 30, 2024, 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 SOFR) with six fixed-rate loan investments representing 1.2% based on fair value. As of June 30, 2024, our portfolio had an average investment size of $4.5 million based on fair value and average debt investment size of $5.8 million, with investment sizes ranging from zero to $21.0 million and a weighted average effective yield of 11.7% (and a weighted average effective yield on income-producing debt investments of 13.8%).

Current wording

As of September 30, 2024, our investment portfolio consisted primarily of senior secured loans across 129 positions in 73 companies with an aggregate fair value of $654.3 million. As of September 30, 2024, 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 SOFR) with five fixed-rate loan investments representing 1.3% based on fair value. As of September 30, 2024, our portfolio had an average investment size of $4.3 million based on fair value and average

Previous wording

For the six months ended June 30, 2024, we invested $116.4 million in new and existing portfolio companies, offset by repayments and sales of $152.0 million. Proceeds from sales totaled $57.2 million while repayments included $3.6 million of scheduled repayments and $91.2 million of unscheduled repayments.

Current wording

For the nine months ended September 30, 2024, we invested $169.3 million in new and existing portfolio companies, offset by repayments and sales of $198.1 million. Proceeds from sales totaled $72.9 million while repayments included $5.0 million of scheduled repayments and $120.2 million of unscheduled repayments.

Previous wording

For the six months ended June 30, 2023, we invested $65.3 million in new and existing portfolio companies, offset by repayments and sales of $93.4 million. Proceeds from sales totaled $45.3 million while repayments included $6.4 million of scheduled repayments and $41.7 million of unscheduled repayments.

Current wording

For the nine months ended September 30, 2023, we invested $86.4 million in new and existing portfolio companies, offset by repayments and sales of $132.5 million. Proceeds from sales totaled $50.8 million while repayments included $9.2 million of scheduled repayments and $72.5 million of unscheduled repayments.

Previous wording

During the three and six months ended June 30, 2024, we declared to stockholders distributions of $0.385 and $0.770, respectively, per share for total distributions of $8.9 million and $17.9 million, respectively. During the three and six months ended June 30, 2023, we declared to stockholders distributions of $0.37 and $0.795, respectively, for total distributions of $8.6 million and $18.5 million, respectively.

Current wording

During the three and nine months ended September 30, 2024, we declared to stockholders distributions of $0.385 and $1.155, respectively, per share for total distributions of $8.9 million and $26.8 million, respectively. During the three and nine months ended September 30, 2023 we declared to stockholders distributions of $0.37 and $1.165, respectively, per share for total distributions of $8.6 million and $27.1 million, respectively.

Previous wording

To the extent our taxable earnings fall below the total amount of our distributions for a 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, 2024, we estimate that distributions to stockholders included $17.9 million of ordinary income, for tax purposes, based on earnings for the fiscal year ended December 31, 2023 and current earnings for the six months ended June 30, 2024. The specific tax characteristics of the distribution are reported to stockholders subject to tax reporting on Form 1099-DIV after the end of each calendar year 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 our ordinary income or gains.

Current wording

To the extent our taxable earnings fall below the total amount of our distributions for a 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 nine months ended September 30, 2024, we estimate that distributions to stockholders included $26.8 million of ordinary income, for tax purposes, based on earnings for the fiscal year ended December 31, 2023 and current earnings for the nine months ended September 30, 2024. The specific tax characteristics of the distribution are reported to stockholders subject to tax reporting on Form 1099-DIV after the end of each calendar year 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 our ordinary income or gains.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

of an additional $25.0 million, bringing our then 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.

Current report — wording carried from elsewhere

debt investment size of $5.6 million, with investment sizes ranging from zero to $20.7 million and a weighted average effective yield of 10.6% (and a weighted average effective yield on income-producing debt investments of 13.1%).
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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)