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DEBT
12 Months Ended
Dec. 31, 2019
DEBT [Abstract]  
Debt

Note 6—Debt

The table below provides information about the carrying values and weighted-average effective interest rates of the Company’s debt obligations that were outstanding at December 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At

 

 

At

 

 

 

December 31, 2019

 

 

December 31, 2018

 

 

 

 

 

Wtd. Avg.

 

 

 

 

Wtd. Avg.

 

 

 

 

 

 

Effective 

 

 

 

 

 

Effective

 

 

 

Carrying

 

Interest

 

 

Carrying

 

Interest

 

(dollars in thousands)

  

Value (4)

  

Rate (4)

    

  

Value (4)

  

Rate (4)    

 

Other Debt

 

 

 

 

 

 

 

 

 

 

 

 

Subordinated debt (1)

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

 

 

2,212

 

3.2

 

 

 

2,232

 

3.7

 

Due after one year

 

 

93,276

 

3.2

 

 

 

95,490

 

3.7

 

Revolving credit facility debt obligations

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

 

 

 ─

 

 ─

 

 

 

 ─

 

 ─

 

Due after one year

 

 

94,500

 

5.6

 

 

 

 ─

 

 ─

 

Notes payable and other debt (2)

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

 

 

6,828

 

14.7

 

 

 

 ─

 

 ─

 

Due after one year

 

 

1,500

 

5.0

 

 

 

7,210

 

14.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other debt

 

 

198,316

 

4.8

 

 

 

104,932

 

4.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Related Debt

 

 

 

 

 

 

 

 

 

 

 

 

Notes Payable and Other Debt

 

 

 

 

 

 

 

 

 

 

 

 

Bond related debt (3)

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

 

$ 

 ─

 

 ─

%  

 

$ 

317

 

4.0

%

Due after one year

 

 

 ─

 

 ─

 

 

 

38,938

 

3.7

 

Non-bond related debt

 

 

 

 

 

 

 

 

 

 

 

 

Due within one year

 

 

650

 

5.0

 

 

 

1,500

 

5.0

 

Due after one year

 

 

2,850

 

5.0

 

 

 

3,500

 

5.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total asset related debt

 

 

3,500

 

5.0

 

 

 

44,255

 

3.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total debt

 

$

201,816

 

4.8

 

 

$

149,187

 

4.3

 


(1)

The subordinated debt balances include net cost basis adjustments of $7.4  million and $7.9 million at December 31, 2019 and December 31, 2018, respectively, that pertain to premiums and debt issuance costs.

(2)

Included in Other Debt – notes payable and other debt were unamortized debt issue costs of $0.1 million and $0.2 million at December 31, 2019 and December 31, 2018, respectively.

(3)

Included in Asset Related Debt – notes payable and other debt – bond related debt were unamortized debt issuance costs. The balance at December 31, 2018 was de minimis.

(4)

Carrying value amounts and weighted-average interest rates reported in this table include the effects of any discounts, premiums and other cost basis adjustments. An effective interest rate represents an internal rate of return of a debt instrument that makes the net present value of all cash flows, inclusive of cash flows, that give rise to cost basis adjustments, equal zero and in the case of (i) fixed rate instruments, is measured as of an instrument’s issuance date and (ii) variable rate instruments, is measured as of each date that a reference interest rate resets.

Covenant Compliance and Debt Maturities

The following table provides information about scheduled principal payments associated with the Company’s debt agreements that were outstanding at December 31, 2019:

 

 

 

 

 

 

Asset Related Debt

(in thousands)

    

and Other Debt

2020

  

$

9,331

2021

 

 

1,913

2022

 

 

96,379

2023

 

 

1,846

2024

 

 

1,813

Thereafter

 

 

83,197

Net premium and debt issue costs

 

 

7,337

Total debt

 

$

201,816

 

At December 31, 2019, the Company was in compliance with all covenants under its debt obligations.

Other Debt

Other debt of the Company finances non-interest-bearing assets and other business activities of the Company. The interest expense associated with this debt is classified as “Interest expense” under “Other expenses” on the Consolidated Statements of Operations.

Subordinated Debt

The table below provides information about the key terms of the subordinated debt that was issued by MMA Financial Holdings, Inc. (“MFH”), the Company’s wholly owned subsidiary, and that was outstanding at December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

Net Premium

 

 

 

 

Interim

 

 

 

 

 

 

 

 

 

and Debt

 

Carrying 

 

Principal

 

 

 

 

Issuer

    

UPB

    

Issuance Costs

    

Value

    

Payments (1)

    

Maturity Date

    

Coupon

MFH 

  

$

25,999

  

$

2,264

  

$

28,263

  

Amortizing

  

March 30, 2035

  

three-month LIBOR plus 2.0%

MFH

 

 

23,641

 

 

2,070

 

 

25,711

 

Amortizing

 

April 30, 2035

 

three-month LIBOR plus 2.0%

MFH

 

 

13,628

 

 

1,103

 

 

14,731

 

Amortizing

 

July 30, 2035

 

three-month LIBOR plus 2.0%

MFH

 

 

24,777

 

 

2,006

 

 

26,783

 

Amortizing

 

July 30, 2035

 

three-month LIBOR plus 2.0%

Total

 

$

88,045

 

$

7,443

 

$

95,488

 

 

 

 

 

 


(1)

The subordinated principal amortizes 2.0% per annum.

Revolving Credit Facility Debt Obligations

On September 19, 2019, MEH entered into a $125.0 million (the “Facility Amount”) credit agreement with various lenders that initially provided for a $70.0 million revolving credit facility, was subsequently increased to $100.0 million during the fourth quarter of 2019. On February 28, 2020, the participating lenders of the revolving credit facility consented to increase the maximum Facility Amount to $175.0 million. On March 4, 2020, the committed amount of the revolving credit facility increased to $110.0 million upon the joinder of an additional lender.

Obligations associated with the revolving credit facility are guaranteed by the Company and are secured by specified assets of the Borrower and a pledge of all of the Company’s equity interest in the Borrower, which holds the equity interests in the Solar Ventures, through pledge and security documentation. Availability and amounts advanced under the revolving credit facility are subject to compliance with a borrowing base comprised of assets that comply with certain eligibility criteria, and includes late-stage development, construction and permanent loans to finance renewable energy projects and cash.

The revolving credit facility contains affirmative and negative covenants binding on the Borrower that are customary for credit facilities of this type. Additionally, the credit agreement includes collateral performance tests and the following financial covenants of the Company and its consolidated subsidiaries: minimum debt service coverage ratio, maximum debt to net worth, minimum consolidated net worth and minimum consolidated net income.

Borrowing under the revolving credit facility bears interest at the one-month London Interbank Offered Rate (“LIBOR”), adjusted for statutory reserve requirements (subject to a 1.5% floor), plus a fixed spread of 2.75% per annum. At December 31, 2019, the LIBOR base rate plus the fixed spread was 4.4%, while the weighted-average effective interest rate of the Company’s obligation was 5.6%.  The Borrower has also agreed to pay certain customary fees and expenses and to provide certain indemnities. In certain circumstances where the interest rate is unable to be determined, including in the event LIBOR ceases to be published, the administrative agent to the credit agreement will select a new rate in its reasonable judgment, including any adjustment to the replacement rate to reflect a different credit spread. The maturity date of the credit agreement is September 19, 2022, subject to a 12-month extension solely to allow refinancing or orderly repayment of the facility. 

At December 31, 2019, the UPB and carrying value of amounts borrowed from the revolving credit facility was $94.5 million and the Company had the ability to borrow an additional $5.5 million. The Company recognized $1.2 million of related interest expense in the Consolidated Statements of Operations during the year ended December 31, 2019.

Notes Payable and Other Debt

At December 31, 2019, the UPB and carrying value of notes payable and other debt that was used to finance the Company’s 11.85% ownership interest in SAWHF was $6.9 million and $6.8 million, respectively. This debt, which is denominated in South African rand, has a contractual maturity date of September 8, 2020, and requires the Company to pay its counterparty a rate equal to the Johannesburg Interbank Agreed Rate (“JIBAR”) plus a fixed spread of 5.15%. At December 31, 2019, the JIBAR base rate was 6.8%, while the weighted-average effective interest rate of the Company’s debt obligation that was used to finance its ownership in SAWHF was 14.7%.

At December 31, 2019, the UPB and carrying value of notes payable and other debt obligation to the Morrison Grove Management, LLC (“MGM”) principals was $1.5 million, bears interest at 5.0% and matures on January 1, 2027.

Asset Related Debt

Asset related debt is debt that finances interest-bearing assets of the Company. The interest expense associated with this debt is included within “Net interest income” on the Consolidated Statements of Operations.

Bond Related Debt

These debt obligations pertained to investments in bonds that were classified as available-for-sale and were recognized by the Company in connection with transfers of bond investments that did not qualify as sales for reporting purposes.

During the second quarter of 2019, the Company terminated the three remaining TRS agreements that financed the Company’s bond investments and derecognized $31.6 million of asset-related debt. Consequently, as of December 31, 2019, the Company had no asset-related debt outstanding that financed bond investments.

Non-bond Related Debt

At December 31, 2019, the UPB and carrying value of this debt obligation to MGM was $3.5 million, bears interest at 5.0%, is payable quarterly in arrears and has a varying amortization schedule that fully amortizes the note by its maturity date of January 1, 2026.

Letters of Credit

The Company had no letters of credit outstanding at December 31, 2019 and December 31, 2018.