| Schedule of Available and Outstanding Debt |
As of September 30, 2022 and December 31, 2021, the Company had the following available and outstanding debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
September 30, 2022 |
|
December 31, 2021 |
|
|
Total Available |
|
Principal |
|
Carrying Value (1) |
|
Total Available |
|
Principal |
|
Carrying Value (1) |
|
SBA Debentures |
$ |
175,000 |
|
$ |
175,000 |
|
$ |
169,591 |
|
$ |
175,000 |
|
$ |
150,500 |
|
$ |
145,498 |
|
2022 Notes |
|
— |
|
|
— |
|
|
— |
|
|
150,000 |
|
|
150,000 |
|
|
149,563 |
|
July 2024 Notes |
|
105,000 |
|
|
105,000 |
|
|
104,459 |
|
|
105,000 |
|
|
105,000 |
|
|
104,238 |
|
February 2025 Notes |
|
50,000 |
|
|
50,000 |
|
|
49,723 |
|
|
50,000 |
|
|
50,000 |
|
|
49,637 |
|
June 2025 Notes |
|
70,000 |
|
|
70,000 |
|
|
69,555 |
|
|
70,000 |
|
|
70,000 |
|
|
69,433 |
|
June 2025 3-Year Notes |
|
50,000 |
|
|
50,000 |
|
|
49,577 |
|
|
— |
|
|
— |
|
|
— |
|
March 2026 A Notes |
|
50,000 |
|
|
50,000 |
|
|
49,676 |
|
|
50,000 |
|
|
50,000 |
|
|
49,605 |
|
March 2026 B Notes |
|
50,000 |
|
|
50,000 |
|
|
49,647 |
|
|
50,000 |
|
|
50,000 |
|
|
49,570 |
|
September 2026 Notes |
|
325,000 |
|
|
325,000 |
|
|
321,112 |
|
|
325,000 |
|
|
325,000 |
|
|
320,376 |
|
January 2027 Notes |
|
350,000 |
|
|
350,000 |
|
|
344,271 |
|
|
— |
|
|
— |
|
|
— |
|
2031 Asset-Backed Notes |
|
150,000 |
|
|
150,000 |
|
|
147,810 |
|
|
— |
|
|
— |
|
|
— |
|
2033 Notes |
|
40,000 |
|
|
40,000 |
|
|
38,799 |
|
|
40,000 |
|
|
40,000 |
|
|
38,718 |
|
2022 Convertible Notes |
|
— |
|
|
— |
|
|
— |
|
|
230,000 |
|
|
230,000 |
|
|
229,740 |
|
MUFG Bank Facility (2)(3) |
|
545,000 |
|
|
102,000 |
|
|
102,000 |
|
|
400,000 |
|
|
— |
|
|
— |
|
SMBC Facility (2) |
|
225,000 |
|
|
25,000 |
|
|
25,000 |
|
|
100,000 |
|
|
29,925 |
|
|
29,925 |
|
Total |
$ |
2,185,000 |
|
$ |
1,542,000 |
|
$ |
1,521,220 |
|
$ |
1,745,000 |
|
$ |
1,250,425 |
|
$ |
1,236,303 |
|
(1)Except for the SMBC Facility and MUFG Bank Facility (f.k.a. Union Bank Facility), all carrying values represent the principal amount outstanding less the remaining unamortized debt issuance costs and unaccreted premium or discount, if any, associated with the debt as of the balance sheet date.
(2)Availability subject to the Company meeting the borrowing base requirements.
(3)The June 2022 amendment of the MUFG Bank Facility replaced the Union Bank Facility via an amendment which changed the lead lender.
|
| Components of Interest Expense, Related Fees, Losses on Debt Extinguishment and Cash Paid for Interest Expense for Debt |
For the three and nine months ended September 30, 2022, the components of interest expense, related fees, losses on debt extinguishment and cash paid for interest expense for debt were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Three Months Ended September 30, 2022 |
|
|
Nine Months Ended September 30, 2022 |
|
Description |
|
Interest expense(1) |
|
Amortization of debt issuance cost (loan fees) |
|
Unused facility and other fees (loan fees) |
|
Total interest expense and fees |
|
Cash paid for interest expense |
|
|
Interest expense(1) |
|
Amortization of debt issuance cost (loan fees) |
|
Unused facility and other fees (loan fees) |
|
Total interest expense and fees |
|
Cash paid for interest expense |
|
SBA Debentures |
|
$ |
1,160 |
|
$ |
148 |
|
$ |
— |
|
$ |
1,308 |
|
$ |
2,086 |
|
|
$ |
2,848 |
|
$ |
434 |
|
$ |
— |
|
$ |
3,282 |
|
$ |
2,835 |
|
2022 Notes |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,011 |
|
|
50 |
|
|
— |
|
|
1,061 |
|
|
2,293 |
|
July 2024 Notes |
|
|
1,252 |
|
|
74 |
|
|
— |
|
|
1,326 |
|
|
2,504 |
|
|
|
3,756 |
|
|
222 |
|
|
— |
|
|
3,978 |
|
|
5,008 |
|
February 2025 Notes |
|
|
535 |
|
|
29 |
|
|
— |
|
|
564 |
|
|
1,070 |
|
|
|
1,605 |
|
|
86 |
|
|
— |
|
|
1,691 |
|
|
2,140 |
|
June 2025 Notes |
|
|
754 |
|
|
40 |
|
|
— |
|
|
794 |
|
|
— |
|
|
|
2,263 |
|
|
121 |
|
|
— |
|
|
2,384 |
|
|
1,509 |
|
June 2025 3-Year Notes |
|
|
750 |
|
|
38 |
|
|
— |
|
|
788 |
|
|
— |
|
|
|
817 |
|
|
42 |
|
|
— |
|
|
859 |
|
|
— |
|
March 2026 A Notes |
|
|
563 |
|
|
24 |
|
|
— |
|
|
587 |
|
|
1,125 |
|
|
|
1,688 |
|
|
72 |
|
|
— |
|
|
1,760 |
|
|
2,250 |
|
March 2026 B Notes |
|
|
569 |
|
|
26 |
|
|
— |
|
|
595 |
|
|
1,137 |
|
|
|
1,706 |
|
|
78 |
|
|
— |
|
|
1,784 |
|
|
2,275 |
|
September 2026 Notes |
|
|
2,174 |
|
|
204 |
|
|
— |
|
|
2,378 |
|
|
4,266 |
|
|
|
6,523 |
|
|
612 |
|
|
— |
|
|
7,135 |
|
|
8,532 |
|
January 2027 Notes |
|
|
3,079 |
|
|
207 |
|
|
— |
|
|
3,286 |
|
|
5,906 |
|
|
|
8,552 |
|
|
575 |
|
|
— |
|
|
9,127 |
|
|
5,906 |
|
2031 Asset-Backed Notes |
|
|
1,903 |
|
|
100 |
|
|
— |
|
|
2,003 |
|
|
1,815 |
|
|
|
2,072 |
|
|
109 |
|
|
— |
|
|
2,181 |
|
|
1,815 |
|
2033 Notes |
|
|
625 |
|
|
27 |
|
|
— |
|
|
652 |
|
|
625 |
|
|
|
1,875 |
|
|
81 |
|
|
— |
|
|
1,956 |
|
|
1,875 |
|
2022 Convertible Notes |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
923 |
|
|
149 |
|
|
— |
|
|
1,072 |
|
|
5,004 |
|
MUFG Bank Facility(2) |
|
|
1,000 |
|
|
253 |
|
|
720 |
|
|
1,973 |
|
|
1,025 |
|
|
|
2,483 |
|
|
665 |
|
|
1,682 |
|
|
4,830 |
|
|
2,240 |
|
SMBC Facility |
|
|
135 |
|
|
98 |
|
|
195 |
|
|
428 |
|
|
181 |
|
|
|
722 |
|
|
211 |
|
|
328 |
|
|
1,261 |
|
|
700 |
|
Total |
|
$ |
14,499 |
|
$ |
1,268 |
|
$ |
915 |
|
$ |
16,682 |
|
$ |
21,740 |
|
|
$ |
38,844 |
|
$ |
3,507 |
|
$ |
2,010 |
|
$ |
44,361 |
|
$ |
44,382 |
|
(1)
Interest expense includes amortization of original issue discounts for the three months ended September 30, 2022 of $42 thousand, $126 thousand, and $47 thousand related to the September 2026 Notes, January 2027 Notes, and 2031 Asset-Backed Notes, respectively. For the nine months ended September 30, 2022, $23 thousand, $112 thousand, $125 thousand, $349 thousand, and $51 thousand related to the 2022 Notes, 2022 Convertible Notes, September 2026 Notes, January 2027 Notes, and 2031 Asset-Backed Notes, respectively.
(2)The June 2022 amendment of the MUFG Bank Facility replaced the Union Bank Facility via an amendment which changed the lead lender.
For the three and nine months ended September 30, 2021, the components of interest expense and related fees and cash paid for interest expense for debt were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Three Months Ended September 30, 2021 |
|
|
Nine Months Ended September 30, 2021 |
|
Description |
|
Interest expense(1) |
|
Amortization of debt issuance cost (loan fees)(2) |
|
Unused facility and other fees (loan fees) |
|
Total interest expense and fees |
|
Cash paid for interest expense |
|
|
Interest expense(1) |
|
Amortization of debt issuance cost (loan fees)(2) |
|
Unused facility and other fees (loan fees) |
|
Total interest expense and fees |
|
Cash paid for interest expense |
|
SBA Debentures |
|
$ |
114 |
|
$ |
50 |
|
$ |
— |
|
$ |
164 |
|
$ |
183 |
|
|
$ |
1,228 |
|
$ |
367 |
|
$ |
— |
|
$ |
1,595 |
|
$ |
2,272 |
|
2022 Notes |
|
|
1,776 |
|
|
90 |
|
|
— |
|
|
1,866 |
|
|
— |
|
|
|
5,327 |
|
|
270 |
|
|
— |
|
|
5,597 |
|
|
3,469 |
|
July 2024 Notes |
|
|
1,252 |
|
|
74 |
|
|
— |
|
|
1,326 |
|
|
2,504 |
|
|
|
3,756 |
|
|
221 |
|
|
— |
|
|
3,977 |
|
|
5,008 |
|
February 2025 Notes |
|
|
535 |
|
|
29 |
|
|
— |
|
|
564 |
|
|
1,070 |
|
|
|
1,605 |
|
|
86 |
|
|
— |
|
|
1,691 |
|
|
2,140 |
|
April 2025 Notes(3) |
|
|
— |
|
|
1,477 |
|
|
— |
|
|
1,477 |
|
|
667 |
|
|
|
1,969 |
|
|
1,667 |
|
|
— |
|
|
3,636 |
|
|
2,635 |
|
June 2025 Notes |
|
|
754 |
|
|
40 |
|
|
— |
|
|
794 |
|
|
— |
|
|
|
2,263 |
|
|
121 |
|
|
— |
|
|
2,384 |
|
|
1,509 |
|
March 2026 A Notes |
|
|
563 |
|
|
24 |
|
|
— |
|
|
587 |
|
|
1,125 |
|
|
|
1,688 |
|
|
70 |
|
|
— |
|
|
1,758 |
|
|
1,875 |
|
March 2026 B Notes |
|
|
569 |
|
|
26 |
|
|
— |
|
|
595 |
|
|
1,138 |
|
|
|
1,308 |
|
|
59 |
|
|
— |
|
|
1,367 |
|
|
1,138 |
|
September 2026 Notes |
|
|
338 |
|
|
32 |
|
|
— |
|
|
370 |
|
|
— |
|
|
|
338 |
|
|
32 |
|
|
— |
|
|
370 |
|
|
— |
|
2033 Notes |
|
|
625 |
|
|
27 |
|
|
— |
|
|
652 |
|
|
625 |
|
|
|
1,875 |
|
|
81 |
|
|
— |
|
|
1,956 |
|
|
1,875 |
|
2027 Asset-Backed Notes(3) |
|
|
1,344 |
|
|
72 |
|
|
— |
|
|
1,416 |
|
|
1,348 |
|
|
|
4,593 |
|
|
922 |
|
|
— |
|
|
5,515 |
|
|
4,677 |
|
2028 Asset-Backed Notes(3) |
|
|
2,226 |
|
|
251 |
|
|
— |
|
|
2,477 |
|
|
2,256 |
|
|
|
7,684 |
|
|
867 |
|
|
— |
|
|
8,551 |
|
|
7,785 |
|
2022 Convertible Notes |
|
|
2,683 |
|
|
223 |
|
|
— |
|
|
2,906 |
|
|
5,031 |
|
|
|
8,050 |
|
|
669 |
|
|
— |
|
|
8,719 |
|
|
10,062 |
|
Wells Facility(3) |
|
|
— |
|
|
43 |
|
|
146 |
|
|
189 |
|
|
— |
|
|
|
— |
|
|
132 |
|
|
460 |
|
|
592 |
|
|
— |
|
MUFG Bank Facility(4) |
|
|
290 |
|
|
314 |
|
|
458 |
|
|
1,062 |
|
|
327 |
|
|
|
625 |
|
|
968 |
|
|
1,404 |
|
|
2,997 |
|
|
540 |
|
Total |
|
$ |
13,069 |
|
$ |
2,772 |
|
$ |
604 |
|
$ |
16,445 |
|
$ |
16,274 |
|
|
$ |
42,309 |
|
$ |
6,532 |
|
$ |
1,864 |
|
$ |
50,705 |
|
$ |
44,985 |
|
(1)
Interest expense includes amortization of original issue discounts for the three months ended September 30, 2021 of $41 thousand, $168 thousand, and $6 thousand, for the 2022 Notes, 2022 Convertible Notes, and September 2026 Notes, respectively. Interest expense includes for the nine months ended September 30, 2021, $123 thousand, $504 thousand, and $6 thousand for the 2022 Notes, 2022 Convertible Notes, and September 2026 Notes, respectively.
(2)
“Amortization of debt issuance cost (loan fees)” includes $1,477 thousand, $28 thousand, and $197 thousand related to debt extinguishment costs for the April
2025 Notes, 2027 Asset-Backed Notes, and 2028 Asset-Backed Notes, respectively during both the three and nine months ended September 30, 2021 disclosed as
a “Loss on debt extinguishment” in the Consolidated Statement of Operations.
(3)
The April 2025 Notes, 2027 Asset-Backed Notes and 2028 Asset-Backed Notes were retired on July 1, 2021 and October 20, 2021, respectively. The Wells
Facility was terminated on November 29, 2021.
(4)The June 2022 amendment of the MUFG Bank Facility replaced the Union Bank Facility via an amendment which changed the lead lender.
|
| Schedule of Available and Outstanding Debt |
The Company reported the following SBA debentures outstanding principal balances as of September 30, 2022 and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
Issuance/Pooling Date |
|
Maturity Date |
|
Interest Rate (1) |
|
September 30, 2022 |
|
|
December 31, 2021 |
|
March 26, 2021 |
|
September 1, 2031 |
|
1.58% |
|
$ |
37,500 |
|
|
$ |
37,500 |
|
June 25, 2021 |
|
September 1, 2031 |
|
1.58% |
|
|
16,200 |
|
|
|
16,200 |
|
July 28, 2021 |
|
September 1, 2031 |
|
1.58% |
|
|
5,400 |
|
|
|
5,400 |
|
August 20, 2021 |
|
September 1, 2031 |
|
1.58% |
|
|
5,400 |
|
|
|
5,400 |
|
October 21, 2021 |
|
March 1, 2032 |
|
3.21% |
|
|
14,000 |
|
|
|
14,000 |
|
November 1, 2021 |
|
March 1, 2032 |
|
3.21% |
|
|
21,000 |
|
|
|
21,000 |
|
November 15, 2021 |
|
March 1, 2032 |
|
3.21% |
|
|
5,200 |
|
|
|
5,200 |
|
November 30, 2021 |
|
March 1, 2032 |
|
3.21% |
|
|
20,800 |
|
|
|
20,800 |
|
December 20, 2021 |
|
March 1, 2032 |
|
3.21% |
|
|
10,000 |
|
|
|
10,000 |
|
December 23, 2021 |
|
March 1, 2032 |
|
3.21% |
|
|
10,000 |
|
|
|
10,000 |
|
December 28, 2021 |
|
March 1, 2032 |
|
3.21% |
|
|
5,000 |
|
|
|
5,000 |
|
January 14, 2022 |
|
March 1, 2032 |
|
3.21% |
|
|
4,500 |
|
|
|
— |
|
January 21, 2022 |
|
March 1, 2032 |
|
3.21% |
|
|
20,000 |
|
|
|
— |
|
Total SBA Debentures |
|
|
|
|
|
$ |
175,000 |
|
|
$ |
150,500 |
|
(1)Interest rates are fixed rates set based on the pooling date of each debenture. The rates shown above are inclusive of annual SBA charges.
|