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Debt
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Debt

Note 6. Debt

Revolving Credit Facility: On June 16, 2014, FIC entered into a senior secured revolving credit agreement (the "Credit Agreement" and the senior secured revolving credit facility, the “Credit Facility”) with ING Capital LLC (“ING”), as the administrative agent, collateral agent, and lender. The Credit Facility is secured by certain portfolio investments held by the Company, but portfolio investments held by the Funds are not collateral for the Credit Facility. On April 24, 2019, the Company entered into an Amended & Restated Senior Secured Revolving Credit Agreement (the “Amended Credit Agreement”) among the Company, as borrower, the lenders party thereto, and ING, as administrative agent. On June 26, 2020, the Company entered into an amendment to the Amended Credit Agreement that, among other changes, modified certain financial covenants. On August 17, 2022, the Company entered into a second amendment on the Amended Credit Agreement ("Second Amendment"). The Second Amendment, among other things: (i) changed the underlying benchmark used to compute interest under the Amended Credit Agreement to SOFR from LIBOR; (ii) reduced the applicable margin from 3.00% to 2.675% on SOFR loans prior to satisfying certain step-down conditions, and from 2.675% to 2.50% after satisfying certain step-down conditions, with commensurate reductions in the applicable margins for base rate loans; (iii) provided for a loan commitment availability period ending on August 17, 2026; (iv) extended the maturity date to August 17, 2027 from April 24, 2023; and (v) amended certain financial covenants, including (a) amending the asset coverage ratio to no less than 1.50 to 1.00 from no less than 2.00 to 1.00 (on a regulatory basis); and (b) requiring the Company to maintain a senior asset coverage ratio of no less than 2.00 to 1.00.

The Company pays a commitment fee that varies depending on the size of the unused portion of the Credit Facility: 2.500% to 2.675% per annum on the unused portion of the Credit Facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Credit Facility between the total commitments and the 35% minimum utilization. The Credit Facility is secured by a first priority security interest in all of our assets, excluding the assets of our SBIC subsidiaries.

Amounts available to borrow under the Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by the Company, excluding investments held by the Funds. The Company is subject to limitations with respect to the investments securing the Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.

The Company has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. As of September 30, 2022 and December 31, 2021, the Company was in compliance in all material respect with the terms of the Credit Facility.

SBA debentures: The Company uses debenture leverage provided through the SBA to fund a portion of its investment purchases.

Under the SBA debenture program, the SBA commits to purchase debentures issued by SBICs; such debentures have 10-year terms with the entire principal balance due at maturity and are guaranteed by the SBA. Interest on SBA debentures is payable semi-annually on March 1 and September 1. As of September 30, 2022 and December 31, 2021, approved and unused SBA debenture commitments were $57,000 and $63,000, respectively. The SBA may limit the amount that may be drawn each year under these commitments, and each issuance of leverage is conditioned on the Company’s full compliance, as determined by the SBA, with the terms and conditions under SBA regulations.

As of September 30, 2022 and December 31, 2021, the Company’s issued and outstanding SBA debentures mature as follows:

 

Pooling

 

Maturity

 

Fixed

 

 

September 30,

 

 

December 31,

 

Date (1)

 

Date

 

Interest Rate

 

 

2022

 

 

2021

 

3/25/2015

 

3/1/2025

 

 

3.277

 

%

$

1,500

 

 

$

22,500

 

3/23/2016

 

3/1/2026

 

 

3.267

 

 

 

1,500

 

 

 

1,500

 

3/23/2016

 

3/1/2026

 

 

3.249

 

 

 

2,500

 

 

 

2,500

 

9/21/2016

 

9/1/2026

 

 

2.793

 

 

 

500

 

 

 

500

 

9/20/2017

 

9/1/2027

 

 

3.260

 

 

 

1,000

 

 

 

1,000

 

9/20/2017

 

9/1/2027

 

 

3.190

 

 

 

33,000

 

 

 

33,000

 

3/21/2018

 

3/1/2028

 

 

3.534

 

 

 

 

 

 

9,000

 

9/25/2019

 

9/1/2029

 

 

2.377

 

 

 

7,500

 

 

 

7,500

 

3/25/2020

 

3/1/2030

 

 

2.172

 

 

 

6,000

 

 

 

6,000

 

9/22/2021

 

9/1/2031

 

 

1.398

 

 

 

11,500

 

 

 

11,500

 

3/23/2022

 

3/1/2032

 

 

3.209

 

 

 

43,500

 

 

 

12,000

 

9/21/2022

 

9/1/2032

 

 

4.533

 

 

 

17,500

 

 

 

 

(2)

 

(2)

 

(2)

 

 

 

7,000

 

 

 

 

Total outstanding SBA debentures

 

 

 

 

 

 

$

133,000

 

 

$

107,000

 

 

(1)

The SBA has two scheduled pooling dates for debentures (in March and in September). Certain debentures funded during the reporting periods may not be pooled until the subsequent pooling date.

(2)

The Company issued $4,000 and $3,000 in SBA debentures which will pool in March 2023. Until the pooling date, the debentures bear interest at a fixed rate interim interest rate of 4.855% and 4.757%, respectively. The Company expects the current interim interest rate will reset to a higher long-term fixed rate on the pooling date.

Notes: On February 2, 2018, the Company closed the public offering of approximately $43,478 in aggregate principal amount of its 5.875% notes due 2023, or the “2023 Notes.” On February 22, 2018, the underwriters exercised their option to purchase an additional $6,522 in aggregate principal of the 2023 Notes. The total net proceeds to the Company from the 2023 Notes, including the exercise of the underwriters’ option, after deducting underwriting discounts of approximately $1,500 and offering expenses of $438, were approximately $48,062. On January 19, 2021, the Company redeemed $50,000 in aggregate principal amount of the issued and outstanding 2023 Notes, resulting in a realized loss on extinguishment of debt of approximately $794.

On February 8, 2019, the Company closed the public offering of approximately $60,000 in aggregate principal amount of its 6.000% notes due 2024, or the “February 2024 Notes”. On February 19, 2019, the underwriters exercised their option to purchase an additional $9,000 in aggregate principal of the February 2024 Notes. The total net proceeds to the Company from the February 2024 Notes, including the exercise of the underwriters’ option, after deducting underwriting discounts of approximately $2,070 and estimated offering expenses of $409, were approximately $66,521. On February 16, 2021, the Company redeemed $50,000 of the $69,000 aggregate principal amount on the February 2024 Notes, resulting in a realized loss on extinguishment of debt of approximately $1,081. On November 2, 2021, we fully redeemed the remaining $19,000 in aggregate principal amount on the issued and outstanding February 2024 Notes, resulting in a realized loss on extinguishment of debt of approximately $313.

On October 16, 2019, the Company closed the public offering of approximately $55,000 in aggregate principal amount of its 5.375% notes due 2024, or the “November 2024 Notes” (collectively with the 2023 Notes and the February 2024 Notes, the “Public Notes”). On October 23, 2019, the underwriters exercised their option to purchase an additional $8,250 in aggregate principal of the November 2024 Notes. The total net proceeds to the Company from the November 2024 Notes, including the exercise of the underwriters’ option, after deducting underwriting discounts of approximately $1,898 and estimated offering expenses of $300, were approximately $61,053. On November 2, 2021, we fully redeemed $63,250 in aggregate principal amount on the issued and outstanding November 2024 Notes, resulting in a realized loss on extinguishment of debt of approximately $1,311.

On December 23, 2020, the Company closed the offering of $125,000 in aggregate principal amount of its 4.75% notes due 2026, or the “January 2026 Notes”. The total net proceeds to the Company from the January 2026 Notes after deducting underwriting discounts of $2,500 and estimated offering expenses of approximately $400, were approximately $122,100. The January 2026 Notes will mature on January 31, 2026 and bear interest at a rate of 4.75%. The January 2026 Notes may be redeemed in whole or in part at any time or from time to time at our option subject to a make whole provision if redeemed more than three months prior to maturity and at par thereafter. Interest on the January 2026 Notes is payable on January 31 and July 31 of each year. The Company does not intend to list the January 2026 Notes on any securities exchange or automated dealer quotation system.

On October 8, 2021, the Company closed the offering of $125,000 in aggregate principal amount of its 3.50% notes due 2026, or the “November 2026 Notes” (collectively with the Public Notes and the January 2026 Notes, the “Notes”). The total net proceeds to the Company from the November 2026 Notes, based on a public offering price of 99.996% of par, after deducting underwriting discounts of $2,505 and estimated offering expenses of approximately $400, were approximately $122,095. The November 2026 Notes will mature on November 15, 2026 and bear interest at a rate of 3.50%. The November 2026 Notes may be redeemed in whole or in part at any time or from time to time at our option subject to a make whole provision if redeemed more than three months prior to maturity and at par thereafter. Interest on the November 2026 Notes is payable on May 15 and November 15 of each year. The Company does not intend to list the November 2026 Notes on any securities exchange or automated dealer quotation system.

Each of the Notes are unsecured obligations of the Company and rank pari passu with the Company’s existing and future unsecured indebtedness; effectively subordinated to all of the Company’s existing and future secured indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, financing vehicles, or similar facilities the Company may form in the future, with respect to claims on the assets of any such subsidiaries, financing vehicles, or similar facilities.
 

Secured Borrowing

As of September 30, 2022, the carrying value of secured borrowings totaled $16,995 and the fair value of the associated loans included in investments was $16,910. As of December 31, 2021, the carrying value of secured borrowings totaled $17,637 and the fair value of the associated loans included in investments was $17,522. These secured borrowings were created as a result of our completion of partial loan sales of certain unitranche loan assets that did not meet the definition of a “participating interest.” As a result, sale treatment was not permitted and these partial loan sales were treated as secured borrowings. The weighted average interest rate on our secured borrowings was approximately 6.4% and 4.4% as of September 30, 2022, and December 31, 2021, respectively.

As of September 30, 2022, and December 31, 2021, the aggregate amount outstanding of the senior securities (including secured borrowings) issued by the Company was $266,995 and $267,637, respectively, for which our asset coverage was 277.7% and 282.2%, respectively. The SBA-guaranteed debentures are not subject to the asset coverage requirements of the 1940 Act as a result of exemptive relief granted to us by the SEC on June 30, 2014. The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness.

Interest and Financing Expenses

Interest and fees related to the Company’s debt for the three and nine months ended September 30, 2022 and 2021 which are included in interest and financing expenses on the consolidated statements of operations, were as follows:

 

 

Three Months Ended September 30, 2022

 

 

Three Months Ended September 30, 2021

 

 

 

SBA

 

 

Credit

 

 

Secured

 

 

 

 

 

 

 

 

SBA

 

 

Credit

 

 

Secured

 

 

 

 

 

 

 

 

 

debentures

 

 

Facility

 

 

Borrowings

 

 

Notes

 

 

Total

 

 

debentures

 

 

Facility

 

 

Borrowings

 

 

Notes

 

 

Total

 

Stated interest expense

 

$

933

 

 

$

356

 

 

$

289

 

 

$

2,578

 

 

$

4,156

 

 

$

931

 

 

$

368

 

 

$

222

 

 

$

2,603

 

 

$

4,124

 

Amortization of deferred financing costs

 

 

156

 

 

 

94

 

 

 

-

 

 

 

280

 

 

 

530

 

 

 

138

 

 

 

115

 

 

 

-

 

 

 

285

 

 

 

538

 

Total interest and financing expenses

 

$

1,089

 

 

$

450

 

 

$

289

 

 

$

2,858

 

 

$

4,686

 

 

$

1,069

 

 

$

483

 

 

$

222

 

 

$

2,888

 

 

$

4,662

 

 

 

 

Nine Months Ended September 30, 2022

 

 

Nine Months Ended September 30, 2021

 

 

 

 

SBA debentures

 

 

Credit Facility

 

 

Secured Borrowings

 

 

Notes

 

 

Total

 

 

SBA debentures

 

 

Credit Facility

 

 

Secured Borrowings

 

 

Notes

 

 

Total

 

 

Stated interest expense

 

$

2,583

 

 

$

1,106

 

 

$

726

 

 

$

7,734

 

 

$

12,149

 

 

$

3,102

 

 

$

1,101

 

 

$

222

 

 

$

8,338

 

 

$

12,763

 

 

Amortization of deferred financing costs

 

 

438

 

 

 

319

 

 

 

-

 

 

 

831

 

 

 

1,588

 

 

 

408

 

 

 

340

 

 

 

-

 

 

 

907

 

 

 

1,655

 

 

Total interest and financing expenses

 

$

3,021

 

 

$

1,425

 

 

$

726

 

 

$

8,565

 

 

$

13,737

 

 

$

3,510

 

 

$

1,441

 

 

$

222

 

 

$

9,245

 

 

$

14,418

 

 

Weighted average stated interest rate, period end

 

 

3.214

%

 

N/A

 

 

 

6.446

%

 

 

4.125

%

 

 

3.921

%

 

 

2.899

%

 

 

3.125

%

 

 

4.392

%

 

 

5.055

%

 

 

4.239

%

 

Unused commitment fee rate, period end

 

N/A

 

 

 

1.200

%

 

N/A

 

 

N/A

 

 

 

1.200

%

 

N/A

 

 

 

0.500

%

 

N/A

 

 

N/A

 

 

 

0.500

%

 

 

Realized Losses on Extinguishment of Debt

During the nine months ended September 30, 2022 and 2021, the Company prepaid $30,000 and $63,500 of SBA debentures, respectively, which were scheduled to mature on dates ranging from 2025 to 2028 and 2025 to 2028, respectively. During the nine months ended September 30, 2021, the Company redeemed $50,000 and $50,000 of the issued and outstanding 2023 Notes and 2024 Notes, respectively. As a result of the prepayments, the Company recognized realized losses on extinguishment of debt of $251 and $2,640, respectively, equal to the write-off of the related unamortized deferred financing costs, during the nine months ended September 30, 2022 and 2021.

Deferred Financing Costs

Deferred financing costs are amortized into interest and financing expenses on the consolidated statements of operations, using the effective interest method, over the term of the respective financing instrument. Deferred financing costs related to the SBA debentures, the Credit Facility, and the Notes as of September 30, 2022 and December 31, 2021 were as follows:

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 

 

SBA

 

 

Credit

 

 

 

 

 

 

 

 

SBA

 

 

Credit

 

 

 

 

 

 

 

 

 

debentures

 

 

Facility

 

 

Notes

 

 

Total

 

 

debentures

 

 

Facility

 

 

Notes

 

 

Total

 

SBA debenture commitment fees

 

$

3,000

 

 

$

 

 

$

 

 

$

3,000

 

 

$

2,500

 

 

$

 

 

$

 

 

$

2,500

 

SBA debenture leverage fees

 

 

5,902

 

 

 

 

 

 

 

 

 

5,902

 

 

 

4,538

 

 

 

 

 

 

 

 

 

4,538

 

Credit Facility upfront fees

 

 

 

 

 

4,417

 

 

 

 

 

 

4,417

 

 

 

 

 

 

3,238

 

 

 

 

 

 

3,238

 

Notes underwriting discounts

 

 

 

 

 

 

 

 

5,005

 

 

 

5,005

 

 

 

 

 

 

 

 

 

5,005

 

 

 

5,005

 

Notes debt issue costs

 

 

 

 

 

 

 

 

685

 

 

 

685

 

 

 

 

 

 

 

 

 

685

 

 

 

685

 

Total deferred financing costs

 

 

8,902

 

 

 

4,417

 

 

 

5,690

 

 

 

19,009

 

 

 

7,038

 

 

 

3,238

 

 

 

5,690

 

 

 

15,966

 

Less: accumulated amortization

 

 

(4,705

)

 

 

(2,962

)

 

 

(1,537

)

 

 

(9,204

)

 

 

(4,016

)

 

 

(2,643

)

 

 

(706

)

 

 

(7,365

)

Unamortized deferred financing costs

 

$

4,197

 

 

$

1,455

 

 

$

4,153

 

 

$

9,805

 

 

$

3,022

 

 

$

595

 

 

$

4,984

 

 

$

8,601

 

 

Unamortized deferred financing costs are presented as a direct offset to the SBA debentures, the Credit Facility and the Notes liabilities on the consolidated statements of assets and liabilities. The following table summarizes the outstanding debt net of unamortized deferred financing costs as of September 30, 2022 and December 31, 2021:

 

 

 

September 30, 2022(1)

 

 

December 31, 2021(1)

 

 

 

SBA

 

 

Credit

 

 

 

 

 

 

 

 

SBA

 

 

Credit

 

 

 

 

 

 

 

 

 

debentures

 

 

Facility

 

 

Notes

 

 

Total

 

 

debentures

 

 

Facility

 

 

Notes

 

 

Total

 

Outstanding debt

 

$

133,000

 

 

$

 

 

$

250,000

 

 

$

383,000

 

 

$

107,000

 

 

$

 

 

$

250,000

 

 

$

357,000

 

Less: unamortized deferred financing costs

 

 

(4,197

)

 

 

(1,455

)

 

 

(4,153

)

 

 

(9,805

)

 

 

(3,022

)

 

 

(595

)

 

 

(4,984

)

 

 

(8,601

)

Debt, net of deferred financing costs

 

$

128,803

 

 

$

(1,455

)

 

$

245,847

 

 

$

373,195

 

 

$

103,978

 

 

$

(595

)

 

$

245,016

 

 

$

348,399

 

(1)
Total excludes $16,995 and $17,637 of Secured Borrowings as of September 30, 2022 and December 31, 2021, respectively.

 

As of September 30, 2022, the Company’s debt liabilities are scheduled to mature as follows (1):

 

 

 

SBA

 

 

Credit

 

 

Secured

 

 

 

 

 

 

 

Year

 

debentures

 

 

Facility (2)

 

 

Borrowings

 

 

Notes

 

 

Total

 

2022

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2025

 

 

1,500

 

 

 

 

 

 

 

 

 

 

 

 

1,500

 

2026

 

 

4,500

 

 

 

 

 

 

16,995

 

 

 

250,000

 

 

 

271,495

 

Thereafter

 

 

127,000

 

 

 

 

 

 

 

 

 

 

 

 

127,000

 

Total

 

$

133,000

 

 

$

 

 

$

16,995

 

 

$

250,000

 

 

$

399,995

 

 

(1)

The table above presents scheduled maturities of the Company’s outstanding debt liabilities as of a point in time pursuant to the terms of those instruments. The timing of actual repayments of outstanding debt liabilities may not ultimately correspond with the scheduled maturity dates depending on the terms of the underlying instruments and the potential for earlier prepayments.

(2)

The Credit Facility matures on August 17, 2027.