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Notes Payable
6 Months Ended
Jun. 30, 2020
Debt Instruments [Abstract]  
Notes Payable

Note 7. Notes Payable

The Company notes payable consist of the following:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

Outstanding Balance

 

 

Outstanding Balance

 

Christian Super promissory note

 

$

5,000,000

 

 

$

5,000,000

 

Total notes payable

 

$

5,000,000

 

 

$

5,000,000

 

 

Christian Super Promissory Notes

On August 7, 2017, TGIFC issued $5 million in the first of a Series 1 Senior Secured Promissory Notes private offering (the “CS Note”) to State Street Australia Ltd ACF Christian Super (“Christian Super”). The CS Note was issued pursuant to a private offering targeting $25 million in the aggregate amount.     

The CS Note had an interest rate of 4.0% per annum plus one-year LIBOR  and interest was payable quarterly in arrears within 15 days after the end of each calendar quarter. . The entire principal balance under the CS Note (and any unpaid interest) was due in one balloon payment on August 7, 2021, which is the fourth anniversary of the issuance date. The principal balance of the CS Note may be prepaid prior to the maturity date without premium or penalty.

In September 2019, the Company repaid the entire principal amount of $5 million that was due under the CS Note.

On December 18, 2018, TGIFC issued $5 million of Series 2 Senior Secured Promissory Notes (“Series 2 Note”) to Christian Super pursuant to the CS Notes private offering. The Series 2 Note has an interest rate of 3.5% per annum plus one-year LIBOR (3.05% as of March 31, 2020) and interest is payable quarterly in arrears within 15 days after the end of each calendar quarter. The interest rate may not exceed the maximum rate of non-usurious interest permitted by applicable law, with excess interest to be applied to the principal amount of the CS Note. The entire principal balance under the Series 2 Note (and any unpaid interest) is due in one balloon payment on December 18, 2021, which is the fourth anniversary of the issuance date. The principal balance of the CS Note may be prepaid prior to the maturity date without premium or penalty.

TGIFC’s obligation under the CS Note is secured by an equitable mortgage pursuant to the Equitable Mortgage Over Shares by and between TGIFC and the Noteholders, dated as of August 7, 2017 (the “CS Equitable Mortgage”), granting the holder of the CS Note a mortgage over 10 shares out of a total of 32.11 of the issued and outstanding shares of the Subsidiaries. While the collateral initially pledged under the CS Equitable Mortgage greatly exceeds the amount funded under the CS Note based on the current net asset value of the Company’s investments held by the Subsidiaries, the Company may issue more shares of the Subsidiaries to secure further financing obligations as long as the pro rata value of TGIFC shares (based on the aggregate net asset value of the investments held by the Subsidiaries) is equal to at least the outstanding amount due and payable under the CS Note.  The CS Note and the CS Equitable Mortgage contain representations, warranties and covenants customary for financing and mortgage arrangements of this type. As of June 30, 2020, the Company was in full compliance with all such representations, warranties and covenants.

For the three months ended June 30, 2020 and 2019, the Company recognized $68,536 and $608,718, respectively, in interest expense. For the six months ended June 30, 2020 and 2019, the Company recognized $137,073 and $1,208,666, respectively, in interest expense. Due to the variable rate structure of these borrowings, the carrying basis of these debt obligations is considered to approximate their fair value.

The principal payments due on borrowings for each of the next five years ending December 31 and thereafter, are as follows:

 

Year ending December 31:

 

Principal payments

 

2020

 

$

 

2021

 

 

5,000,000

 

Thereafter

 

 

-

 

 

 

$

5,000,000