N-2 - USD ($) | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Cover [Abstract] | | | | | |
Entity Central Index Key | 0001554625 | | | | |
Amendment Flag | false | | | | |
Document Type | N-CSR | | | | |
Entity Registrant Name | Priority Income Fund, Inc. | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities, Note [Text Block] | Information about our senior securities is shown in the following tables as of June 30, 2023, 2022, 2021, 2020 and 2019. Senior Securities as of June 30, 2023 (a) Senior Securities Aggregate Amount Outstanding Asset Coverage per Unit Involuntary Liquidating Price per Preferred share Average market value per unit (b) The Facility $ 10,000,000 $ 91,396 $ — $ — 2035 Notes $ 30,000,000 $ 22,849 $ — $ — Series D Term Preferred Stock Due 2029 $ 27,351,625 $ 73 $ 25.00 $ 23.32 Series F Term Preferred Stock Due 2027 $ 30,835,700 $ 73 $ 25.00 $ 23.33 Series G Term Preferred Stock Due 2026 $ 36,800,000 $ 73 $ 25.00 $ 23.47 Series H Term Preferred Stock Due 2026 $ 29,900,000 $ 73 $ 25.00 $ 23.20 Series I Term Preferred Stock Due 2028 $ 40,000,000 $ 73 $ 25.00 $ 22.43 Series J Term Preferred Stock Due 2028 $ 39,500,000 $ 73 $ 25.00 $ 21.88 Series L Term Preferred Stock Due 2029 $ 27,500,000 $ 73 $ 25.00 $ 22.42 Series K Cumulative Preferred Stock $ 40,000,000 $ 73 $ 25.00 $ 21.43 (a) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit for the Facility and the 2035 Notes. The asset coverage ratio for a class of senior securities representing stock is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness plus the aggregate of the involuntary liquidation preference of senior securities which is a stock. With respect to the Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred Stock (based on a per share liquidation preference of $25). (b) Represents the average daily closing market price per share of each respective series of Preferred Stock for the respective periods listed on NYSE from June 30, 2022 to June 30, 2023. Senior Securities as of June 30, 2022 (a) Senior Securities Aggregate Amount Outstanding Asset Coverage per Unit Involuntary Liquidating Price per Preferred share Average market value per unit (b) The Facility $ 24,800,000 $ 34,205 $ — $ — 2035 Notes $ 30,000,000 $ 15,479 $ — $ — Series D Term Preferred Stock Due 2029 $ 27,351,625 $ 65 $ 25.00 $ 25.37 Series F Term Preferred Stock Due 2027 $ 30,835,700 $ 65 $ 25.00 $ 25.33 Series G Term Preferred Stock Due 2026 $ 36,800,000 $ 65 $ 25.00 $ 25.26 Series H Term Preferred Stock Due 2026 $ 29,900,000 $ 65 $ 25.00 $ 25.07 Series I Term Preferred Stock Due 2028 $ 40,000,000 $ 65 $ 25.00 $ 24.99 Series J Term Preferred Stock Due 2028 $ 39,500,000 $ 65 $ 25.00 $ 24.75 Series L Term Preferred Stock Due 2029 $ 27,500,000 $ 65 $ 25.00 $ 24.37 Series K Cumulative Preferred Stock $ 40,000,000 $ 65 $ 25.00 $ 24.22 (a) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit for the Facility and the 2035 Notes. The asset coverage ratio for a class of senior securities representing stock is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness plus the aggregate of the involuntary liquidation preference of senior securities which is a stock. With respect to the Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred Stock (based on a per share liquidation preference of $25). (b) Represents the average daily closing market price per share of each respective series of Preferred Stock for the respective periods listed on NYSE from June 30, 2021 to June 30, 2022. For series that were not outstanding at June 30, 2022, the average starts from the first day of trading of that particular series. Senior Securities as of June 30, 2021 (a) Senior Securities Aggregate Amount Outstanding Asset Coverage per Unit Involuntary Liquidating Price per Preferred share Average market value per unit (b) The Facility $ 16,200,000 $ 43,216 $ — $ — 2035 Notes $ 15,000,000 $ 22,439 $ — $ — Series A Term Preferred Stock Due 2025 $ 36,706,625 $ 68 $ 25.00 $ 24.21 Series D Term Preferred Stock Due 2029 $ 27,351,625 $ 68 $ 25.00 $ 25.06 Series E Term Preferred Stock Due 2024 $ 25,541,850 $ 68 $ 25.00 $ 24.19 Series F Term Preferred Stock Due 2027 $ 30,835,700 $ 68 $ 25.00 $ 24.51 Series G Term Preferred Stock Due 2026 $ 36,800,000 $ 68 $ 25.00 $ 25.32 Series H Term Preferred Stock Due 2026 $ 29,900,000 $ 68 $ 25.00 $ 25.16 Series I Term Preferred Stock Due 2028 $ 40,000,000 $ 68 $ 25.00 $ 25.15 (a) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit for the Facility and the 2035 Notes. The asset coverage ratio for a class of senior securities representing stock is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness plus the aggregate of the involuntary liquidation preference of senior securities which is a stock. With respect to the Term Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred Stock (based on a per share liquidation preference of $25). (b) Represents the average daily closing market price per share of each respective series of Term Preferred Stock for the respective periods listed on NYSE from June 30, 2020 to June 30, 2021. For series that were not outstanding at June 30, 2020, the average starts from the first day of trading of that particular series. Senior Securities as of June 30, 2020 (a) Senior Securities Aggregate Amount Outstanding Asset Coverage per Unit Involuntary Liquidating Price per Preferred share Average market value per unit (b) The Facility $ — $ — $ — $ — 2035 Notes $ 15,000,000 $ 36,030 $ — $ — Series A Term Preferred Stock Due 2025 $ 37,035,875 $ 68 $ 25.00 $ 24.31 Series B Term Preferred Stock Due 2023 $ 24,622,950 $ 68 $ 25.00 $ 24.42 Series C Term Preferred Stock Due 2024 $ 38,927,475 $ 68 $ 25.00 $ 24.69 Series D Term Preferred Stock Due 2029 $ 27,400,175 $ 68 $ 25.00 $ 24.87 Series E Term Preferred Stock Due 2024 $ 25,982,900 $ 68 $ 25.00 $ 23.79 Series F Term Preferred Stock Due 2027 $ 30,883,700 $ 68 $ 25.00 $ 22.74 (a) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit for the Facility and the 2035 Notes. The asset coverage ratio for a class of senior securities representing stock is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness plus the aggregate of the involuntary liquidation preference of senior securities which is a stock. With respect to the Term Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred Stock (based on a per share liquidation preference of $25). (b) Represents the average daily closing market price per share of each respective series of Term Preferred Stock for the respective periods listed on NYSE from June 30, 2019 to June 30, 2020. For series that were not outstanding at June 30, 2019, the average starts from the first day of trading of that particular series. Mandatorily Redeemable Preferred Shares as of June 30, 2019 (a) Term Preferred Stock Aggregate Amount Outstanding Asset Coverage per Preferred Share Involuntary Liquidating Price per Preferred share Average market value per unit (b) Series A Term Preferred Stock Due 2025 $ 37,504,575 $ 349 $ 25.00 $ 24.79 Series B Term Preferred Stock Due 2023 $ 25,000,000 $ 524 $ 25.00 $ 24.72 Series C Term Preferred Stock Due 2024 $ 40,250,000 $ 325 $ 25.00 $ 25.02 Series D Term Preferred Stock Due 2029 $ 26,131,675 $ 501 $ 25.00 $ 25.24 Total Term Preferred Stock $ 128,886,250 $ 102 (a) For financial reporting purposes, preferred shares are considered to be debt. The Asset Coverage amounts per $25 of Preferred shares (the dollar amount per share) reflects the amount of the Company’s total assets (less all liabilities not represented by borrowings and preferred shares) per $25 Preferred Share of the combined amount of borrowings and outstanding preferred shares and the Asset Coverage amounts per financial reporting purposes. (b) Represents the average daily closing market price per share of each respective series of Term Preferred Stock for the respective periods listed on NYSE from June 30, 2018 to June 30, 2019. | | | | |
General Description of Registrant [Abstract] | | | | | |
Investment Objectives and Practices [Text Block] | INVESTMENT OBJECTIVE The Company’s investment objective is to generate current income and, as a secondary objective, long-term capital appreciation. We expect to seek to achieve our investment objective by investing, under normal circumstances, at least 80% of our total assets in senior secured loans made to companies whose debt is rated below investment grade or, in limited circumstances, unrated, which we collectively refer to as “Senior Secured Loans,” with an emphasis on current income. Our investments may take the form of the purchase of Senior Secured Loans (either in the primary or secondary markets) or through investments in the equity and junior debt tranches of collateralized loan obligation (“CLO”) vehicles that in turn own pools of Senior Secured Loans. The Company intends to invest in both the primary and secondary markets. | | | | |
Risk Factors [Table Text Block] | Investment Risks Our investments are subject to a variety of risks. Those risks include the following: Market Risk Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument. Credit Risk Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us. Credit Spread Risk Credit spread risk represents the risk that with higher interest rates comes a higher risk of defaults. Liquidity Risk Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price. Interest Rate Risk Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument. Prepayment Risk Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument. Downgrade Risk Downgrade risk results when rating agencies lower their rating on a bond which are usually accompanied by bond price declines. Default Risk Default risk is the risk that a borrower will be unable to make the required payments on their debt obligation. Structured Credit Related Risk CLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans. Market Disruption and Geopolitical Risk Geopolitical and other events, such as war (including Russia's military invasion of Ukraine), terrorist attacks, public health crises and natural or environmental disasters, may disrupt securities markets and adversely affect global economies and markets. Those events, as well as other changes in non-U.S. and U.S. economic and political conditions, could adversely affect the value of the Company’s investments. Economic Recessions Risk Economic recessions or downturns could impair our portfolio investments and adversely affect our operating results. | | | | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | | | | |
Long Term Debt [Table Text Block] | Note 11. Revolving Credit Facility On December 16, 2019, we entered into a secured revolving credit facility (the “ 2019 Facility”). The aggregate commitment of the 2019 Facility was $35 million and was collateralized by all of our investments. The 2019 Facility bore interest at the current Prime Rate subject to a 3% floor plus 0.75%. Additionally, the lenders charged a fee on the unused portion of the credit facility equal to either 50 basis points if more than 60% of the credit facility was drawn, or 100 basis points if an amount more than 35% and less than or equal to 60% of the credit facility was drawn, or 150 basis points if an amount less than or equal to 35% of the credit facility is drawn. On September 7, 2022, we paid down the 2019 Facility. In connection with the origination of the 2019 Facility, we incurred $855,260 of fees, all of which were being amortized over the term of the facility on an effective yield basis. From July 1, 2022 through September 7, 2022, we recorded $207,731 of interest costs and amortization costs on the 2019 Facility as interest expense. On September 7, 2022, we recognized a realized loss on the extinguishment of debt of $324,184 of the remaining fees. On September 6, 2022, we entered into a secured revolving credit facility (the “Facility”). The aggregate commitment of the Facility was $40 million and is collateralized by our CLO investments. The Facility matures on March 6, 2027 and generally bears interest at the current 1 month SOFR Rate plus 3.25% subject to a SOFR floor of 0.25%. Additionally, the lender charges a fee on the unused portion of the credit facility equal to 0.375% per annum on the difference between the commitment amount and the average daily funded amount of the Facility. On March 31, 2023, the commitment of the Facility was increased to $75 million. As part of the Facility, we are required to maintain an interest reserve account that will contain the greater of $250,000 or the product of the weighted average daily advances outstanding during the immediately prior calendar month, multiplied by the interest rate and 90/360. Such amounts are classified as Restricted cash on our Statement of Assets and Liabilities . As of June 30, 2023, we held $250,000 in the interest reserve account. The agreement governing our Facility requires us to comply with certain financial and operational covenants. These covenants include restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets and a minimum total net asset level that we are required to maintain. As of June 30, 2023, we were in compliance with these covenants. As of June 30, 2023, we had $10,000,000 outstanding on our Facility. As of June 30, 2023, the investments used as collateral for the Facility had an aggregate fair value of $899,209,793, which represents 100% of our total investments. As of June 30, 2023, the fair value of the Facility was $10,000,000, the balance outstanding, and is categorized as Level 2 under ASC 820. The fair value of the Facility is equal to that of the carrying value since the Facility bears a floating rate and re-prices to market frequently. In connection with the origination of the Facility, we incurred $609,547 of fees, all of which are being amortized over the term of the facility on an effective yield basis. As of June 30, 2023, $523,556 remains to be amortized and is reflected as Deferred financing costs on the Statements of Assets and Liabilities . During the year ended June 30, 2023, we recorded $1,067,275 of interest costs and amortization of financing costs on the Facility as interest expense. For the year ended June 30, 2023, the average stated interest rate (i.e., rate in effect plus the spread) was 5.65%. For the year ended June 30, 2023, average outstanding borrowings for the Facility were $14,789,899. Note 12. Notes Payable On January 27, 2020, we issued $15,000,000 principal amount of senior unsecured notes that mature on March 31, 2035 (the “2035 Notes”). On March 2, 2022, we completed a further issuance of $15,000,000 of the 2035 Notes in a private placement to the same institutional investor. As of June 30, 2023, $30,000,000 in aggregate principal amount of the 2035 Notes remained outstanding. The 2035 Notes bear interest at a rate of 6.50% per year, payable quarterly on March 31, June 30, September 30, and December 31 of each year. Total proceeds from the issuance of the 2035 Notes, net of underwriting discounts and issuance costs, were $28,777,401. As of June 30, 2023, the fair value of the 2035 Notes is $29,146,695, estimated by discounting remaining payments using applicable current market rates, and is categorized as Level 2 under ASC 820 as of June 30, 2023. As of June 30, 2023, $255,028 of debt issuance costs and $853,305 of underwriting discounts that remains to be amortized and are included as a reduction within Notes payable on the Statement of Assets and Liabilities . During the year ended June 30, 2023, we recorded $1,997,630 of interest costs and amortization of financing costs on the 2035 Notes as interest expense on the Statement of Operations . For the year ended June 30, 2023, the average stated interest rate was 6.50%. For the year ended June 30, 2023, average outstanding borrowings for the 2035 Notes were $30,000,000. | | | | |
Market Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Market Risk Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument. | | | | |
Credit Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Credit Risk Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us. | | | | |
Credit Spread Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Credit Spread Risk Credit spread risk represents the risk that with higher interest rates comes a higher risk of defaults. | | | | |
Liquidity Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Liquidity Risk Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price. | | | | |
Prepayment Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Prepayment Risk Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument. | | | | |
Downgrade Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Downgrade Risk Downgrade risk results when rating agencies lower their rating on a bond which are usually accompanied by bond price declines. | | | | |
Default Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Default Risk Default risk is the risk that a borrower will be unable to make the required payments on their debt obligation. | | | | |
Structured Credit Related Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Structured Credit Related RiskCLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans. | | | | |
Market Disruption and Geopolitical Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Market Disruption and Geopolitical Risk Geopolitical and other events, such as war (including Russia's military invasion of Ukraine), terrorist attacks, public health crises and natural or environmental disasters, may disrupt securities markets and adversely affect global economies and markets. Those events, as well as other changes in non-U.S. and U.S. economic and political conditions, could adversely affect the value of the Company’s investments. | | | | |
Economic Recessions Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Economic Recessions Risk Economic recessions or downturns could impair our portfolio investments and adversely affect our operating results. | | | | |
Interest Rate Risk [Member] | | | | | |
General Description of Registrant [Abstract] | | | | | |
Risk [Text Block] | Interest Rate Risk Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument. | | | | |
Credit Facility [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 10,000,000 | $ 24,800,000 | $ 16,200,000 | | |
Senior Securities Coverage per Unit | $ 91,396 | $ 34,205 | $ 43,216 | | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | | | | |
Long Term Debt, Title [Text Block] | Facility | | | | |
Long Term Debt, Principal | $ 10,000,000 | | | | |
Long Term Debt, Structuring [Text Block] | On September 6, 2022, we entered into a secured revolving credit facility (the “Facility”). The aggregate commitment of the Facility was $40 million and is collateralized by our CLO investments. The Facility matures on March 6, 2027 and generally bears interest at the current 1 month SOFR Rate plus 3.25% subject to a SOFR floor of 0.25%. Additionally, the lender charges a fee on the unused portion of the credit facility equal to 0.375% per annum on the difference between the commitment amount and the average daily funded amount of the Facility. On March 31, 2023, the commitment of the Facility was increased to $75 million. As part of the Facility, we are required to maintain an interest reserve account that will contain the greater of $250,000 or the product of the weighted average daily advances outstanding during the immediately prior calendar month, multiplied by the interest rate and 90/360. Such amounts are classified as Restricted cash on our Statement of Assets and Liabilities . As of June 30, 2023, we held $250,000 in the interest reserve account. | | | | |
Long Term Debt, Dividends and Covenants [Text Block] | The agreement governing our Facility requires us to comply with certain financial and operational covenants. These covenants include restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets and a minimum total net asset level that we are required to maintain. As of June 30, 2023, we were in compliance with these covenants. As of June 30, 2023, we had $10,000,000 outstanding on our Facility. As of June 30, 2023, the investments used as collateral for the Facility had an aggregate fair value of $899,209,793, which represents 100% of our total investments. As of June 30, 2023, the fair value of the Facility was $10,000,000, the balance outstanding, and is categorized as Level 2 under ASC 820. The fair value of the Facility is equal to that of the carrying value since the Facility bears a floating rate and re-prices to market frequently. | | | | |
2035 Notes [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 30,000,000 | $ 30,000,000 | $ 15,000,000 | $ 15,000,000 | |
Senior Securities Coverage per Unit | $ 22,849 | $ 15,479 | $ 22,439 | $ 36,030 | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | | | | |
Long Term Debt, Title [Text Block] | 2035 Notes | | | | |
Long Term Debt, Principal | $ 30,000,000 | | | | |
Long Term Debt, Structuring [Text Block] | On January 27, 2020, we issued $15,000,000 principal amount of senior unsecured notes that mature on March 31, 2035 (the “2035 Notes”). On March 2, 2022, we completed a further issuance of $15,000,000 of the 2035 Notes in a private placement to the same institutional investor. As of June 30, 2023, $30,000,000 in aggregate principal amount of the 2035 Notes remained outstanding. The 2035 Notes bear interest at a rate of 6.50% per year, payable quarterly on March 31, June 30, September 30, and December 31 of each year. Total proceeds from the issuance of the 2035 Notes, net of underwriting discounts and issuance costs, were $28,777,401. As of June 30, 2023, the fair value of the 2035 Notes is $29,146,695, estimated by discounting remaining payments using applicable current market rates, and is categorized as Level 2 under ASC 820 as of June 30, 2023. As of June 30, 2023, $255,028 of debt issuance costs and $853,305 of underwriting discounts that remains to be amortized and are included as a reduction within Notes payable on the Statement of Assets and Liabilities . During the year ended June 30, 2023, we recorded $1,997,630 of interest costs and amortization of financing costs on the 2035 Notes as interest expense on the Statement of Operations . For the year ended June 30, 2023, the average stated interest rate was 6.50%. For the year ended June 30, 2023, average outstanding borrowings for the 2035 Notes were $30,000,000. | | | | |
Common Stock [Member] | | | | | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | | | | |
Capital Stock [Table Text Block] | Note 4. Capital The Company offers its shares of common stock with varying up-front sales loads and has elected to designate each level of sales load as a “class” solely as a means of identifying those differing sales loads and the different channels through which shares are sold. Shares available to the general public are charged selling commissions and dealer manager fees and are referred to as “Class R Shares”. Shares available to accounts managed by registered investment advisers are charged dealer manager fees but no selling commissions and are referred to as “Class RIA Shares”. Shares available for purchase through (1) fee-based programs, also known as wrap accounts, of investment dealers, (2) participating broker-dealers that have alternative fee arrangements with their clients, (3) certain registered investment advisors or (4) bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers are charged no selling commissions or dealer manager fees and are referred to as “Class I Shares.” Although the Company uses “Class” designations to indicate its differing sales load structures, the Company does not operate as a multi-class fund. The Company’s authorized stock consists of 200,000,000 shares of stock, par value $0.01 per share, 50,000,000 of which are classified as preferred stock, par value $0.01 per share, or “Preferred Stock” and 150,000,000 of which are classified as common stock. All shares of common stock have identical voting and distributions rights, and bear their own pro rata portion of the Company’s expenses and have the same net asset value. Transactions in shares of common stock were as follows during the year ended June 30, 2023 and the year ended June 30, 2022: Total Shares Amount Year Ended June 30, 2023: Gross shares sold 12,083,327 $ 147,937,976 Shares issued from reinvestment of distributions 1,976,175 21,809,485 Repurchase of common shares (4,168,385) (48,347,692) Net increase from capital transactions 9,891,117 $ 121,399,769 Year Ended June 30, 2022: Gross shares sold 7,752,485 $ 103,968,590 Shares issued from reinvestment of distributions 1,743,574 20,851,185 Repurchase of common shares (2,401,281) (30,291,138) Net increase from capital transactions 7,094,778 $ 94,528,637 At June 30, 2023, the Company had 53,887,821 shares of common stock issued and outstanding. At June 30, 2022, the Company had 43,996,704 shares of common stock issued and outstanding. Share Repurchase Program The Company conducts quarterly tender offers pursuant to its share repurchase program. The Company’s Board considers the following factors, among others, in making its determination regarding whether to cause us to offer to repurchase shares and under what terms: • the effect of such repurchases on our qualification as a RIC (including the consequences of any necessary asset sales); • the liquidity of the Company’s assets (including fees and costs associated with disposing of assets); • the Company’s investment plans and working capital requirements; • the relative economies of scale with respect to the Company’s size; • the Company’s history in repurchasing shares or portions thereof; and • the condition of the securities markets. The Company limits the number of shares to be repurchased in any calendar quarter to up to 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year. At the discretion of the Company’s Board, the Company may use cash on hand, and cash from the sale of investments as of the end of the applicable period to repurchase shares. The Company will offer to repurchase such shares at a price equal to the net asset value per share of our common stock specified in the tender offer. The Company’s Board may suspend or terminate the share repurchase program at any time. The first such tender offer commenced in May 2015. The following table sets forth the number of common shares that were repurchased by the Company in each tender offer: Quarterly Offer Date Repurchase Date Shares Repurchased Percentage of Shares Tendered That Were Repurchased Repurchase Price Per Share Aggregate Consideration for Repurchased Shares For the Year Ended June 30, 2023 June 30, 2022 July 29, 2022 848,423 100.00 % $ 12.08 $ 10,249,069 September 30, 2022 November 4, 2022 713,908 100.00 % 11.55 8,245,558 December 31, 2022 February 8, 2023 1,266,849 100.00 % 11.26 14,264,720 March 31, 2023 April 14, 2023 1,339,205 100.00 % 11.64 15,588,345 Total for the year ended June 30, 2023 4,168,385 $ 48,347,692 For the Year Ended June 30, 2022 June 30, 2021 July 28, 2021 375,861 35.91 % $ 12.17 $ 4,574,227 September 30, 2021 October 27, 2021 377,210 36.90 % 12.46 4,700,039 December 31, 2021 January 28, 2022 384,510 36.17 % 12.69 4,879,428 March 31, 2022 April 24, 2022 1,263,700 70.44 % 12.77 16,137,444 Total for the year ended June 30, 2022 2,401,281 $ 30,291,138 On June 23, 2023, the Company made an offer to purchase up to 1,099,918 shares of its issued and outstanding common stock, par value $0.01 per share, which amount represents 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year ended June 30, 2022. The offer began on June 23, 2023 and expired at 4:00 p.m., Eastern Time, on August 2, 2023, and a total of 1,195,889 shares were validly tendered and not withdrawn pursuant to the offer as of such date, an amount that exceeded the maximum number of shares the Company offered to purchase pursuant to the offer. In accordance with Rule 13e-4(f), the Company determined to accept for purchase an additional 0.2% of its outstanding shares. In accordance with the terms of the offer and Rule 13e-4(f), the Company purchased all 1,201,889 Shares validly tendered and not withdrawn, at a price equal to $11.30 per Share, for an aggregate purchase price of approximately $13,582,589. The purchase price per Share was equal to the net asset value per Share as of July 31, 2023. All Shares tendered by each shareholder who participated in the tender offer were repurchased by the Company. From time to time, the Company may repurchase a portion of its common and preferred stock and is notifying you of such intention as required by applicable securities law. | | | | |
Security Voting Rights [Text Block] | All shares of common stock have identical voting and distributions rights, and bear their own pro rata portion of the Company’s expenses and have the same net asset value. | | | | |
Term Preferred Stock [Member] | | | | | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | | | | |
Capital Stock [Table Text Block] | Note 7. Mandatorily Redeemable and Cumulative Preferred Stock The Company has authorized 50,000,000 shares of Preferred Stock, at a par value of $0.01 per share, and had 10,875,493 shares issued and outstanding at June 30, 2023. The Company completed underwritten public offerings of its outstanding mandatorily redeemable Term Preferred Stock: 7.00% Series D Term Preferred Stock Due 2029 (the “Series D Term Preferred Stock”), 6.625% Series F Term Preferred Stock Due 2027 (the “Series F Term Preferred Stock”), 6.25% Series G Term Preferred Stock Due 2026 (the “Series G Term Preferred Stock”), 6.00% Series H Term Preferred Stock Due 2026 (the “Series H Term Preferred Stock”), 6.125% Series I Term Preferred Stock Due 2028 (the “Series I Term Preferred Stock”), 6.000% Series J Term Preferred Stock Due 2028 (the “Series J Term Preferred Stock”) and 6.375% Series L Term Preferred Stock Due 2029 (the “Series L Term Preferred Stock” and, together with the other term preferred stock, the “Term Preferred Stock”). The Company is required to redeem all of the outstanding Term Preferred Stock on their respective term redemption dates, at a redemption price equal to $25 per share plus an amount equal to accumulated but unpaid dividends, if any, to the date of the redemption. The Company cannot effect any amendment, alteration, or repeal of the Company’s obligation to redeem all of the Term Preferred Stock without the prior unanimous vote or consent of the holders of such Term Preferred Stock. The Company completed an underwritten public offering of its 7.000% Series K Cumulative Preferred Stock (the “Series K Cumulative Preferred Stock” or “Cumulative Preferred Stock”). The Company is not required to redeem its outstanding Cumulative Preferred Stock. At any time on or after the applicable optional redemption date, at the Company’s sole option, the Company may redeem the Term Preferred Stock or Cumulative Preferred Stock at a redemption price per share equal to the sum of the $25 liquidation preference per share plus an amount equal to accumulated but unpaid dividends, if any, on such Term Preferred Stock or Cumulative Preferred Stock. The Company, with the authorization by the Board, may repurchase any of the Term Preferred Stock or Cumulative Preferred Stock from time to time in the open market after the applicable optional redemption date and effectively extinguish the preferred stock. Further, from time to time (including before the optional redemption date), the Company may repurchase a portion of its preferred stock and is notifying you of such intention as required by applicable securities law. If the dividends on the preferred stock remain unpaid in an amount equal to two full years’ dividends, the holders of the preferred dividends as a class have the right to elect a majority of the Board of Directors. In general, the holders of the preferred stock and the common shares have equal voting rights of one vote per share, except that the holders of the preferred stock, as a separate class, have the right to elect at least two members of the Board of Directors. The Company is required to maintain certain asset coverage with respect to the preferred stock as defined in the Company’s By-Laws and the 1940 Act. All Term Preferred Stock and Cumulative Preferred Stock ranks (with respect to the payment of dividends and rights upon liquidation, dissolution or winding up) (a) senior to our common stock, (b) on parity with each other series of our preferred stock, and (c) junior to our existing and future secured and unsecured indebtedness. The following table summarizes the Company’s Term Preferred Stock and Cumulative Preferred Stock activity for the year ended June 30, 2023: Series D Term Preferred Stock Due 2029 Series F Term Preferred Stock Due 2027 Series G Term Preferred Stock Due 2026 Series H Term Preferred Stock Due 2026 Series I Term Preferred Stock Due 2028 Series J Term Preferred Stock Due 2028 Series L Term Preferred Stock Due 2029 Series K Cumulative Preferred Stock Total Preferred Stock Shares outstanding at June 30, 2022 1,094,065 1,233,428 1,472,000 1,196,000 1,600,000 1,580,000 1,100,000 1,600,000 10,875,493 Shares issued — — — — — — — — — Shares redeemed — — — — — — — — — Principal outstanding at June 30, 2023 1,094,065 1,233,428 1,472,000 1,196,000 1,600,000 1,580,000 1,100,000 1,600,000 10,875,493 Series D Term Preferred Stock Due 2029 Series F Term Preferred Stock Due 2027 Series G Term Preferred Stock Due 2026 Series H Term Preferred Stock Due 2026 Series I Term Preferred Stock Due 2028 Series J Term Preferred Stock Due 2028 Series L Term Preferred Stock Due 2029 Series K Cumulative Preferred Stock Total Preferred Stock Principal outstanding at June 30, 2022 $ 27,351,625 $ 30,835,700 $ 36,800,000 $ 29,900,000 $ 40,000,000 $ 39,500,000 $ 27,500,000 $ 40,000,000 $ 271,887,325 Shares issued — — — — — — — — — Shares redeemed — — — — — — — — — Principal outstanding at June 30, 2023 $ 27,351,625 $ 30,835,700 $ 36,800,000 $ 29,900,000 $ 40,000,000 $ 39,500,000 $ 27,500,000 $ 40,000,000 $ 271,887,325 The following table summarizes the Company’s Term Preferred Stock balances as of June 30, 2023: Series D Term Preferred Stock Due 2029 Series F Term Preferred Stock Due 2027 Series G Term Preferred Stock Due 2026 Series H Term Preferred Stock Due 2026 Series I Term Preferred Stock Due 2028 Series J Term Preferred Stock Due 2028 Series L Term Preferred Stock Due 2029 Total Term Preferred Stock Principal value $ 27,351,625 $ 30,835,700 $ 36,800,000 $ 29,900,000 $ 40,000,000 $ 39,500,000 $ 27,500,000 $ 231,887,325 Unamortized deferred offering costs (421,184) (123,246) (194,865) (213,698) (211,063) (236,026) (278,534) (1,678,616) Unamortized discount (584,172) (594,539) (719,435) (625,395) (961,848) (986,775) (737,610) (5,209,774) Carrying value $ 26,346,269 $ 30,117,915 $ 35,885,700 $ 29,060,907 $ 38,827,089 $ 38,277,199 $ 26,483,856 $ 224,998,935 Fair value (1) $ 25,601,121 $ 28,368,844 $ 34,488,960 $ 26,622,960 $ 35,584,000 $ 34,191,200 $ 24,739,000 $ 209,596,085 Fair value per share (1) $ 23.40 $ 23.00 $ 23.43 $ 22.26 $ 22.24 $ 21.64 $ 22.49 (1) Represents the June 30, 2023 closing market price per share of each respective series of Term Preferred Stock on the New York Stock Exchange (“NYSE”) and is categorized as Level 2 under ASC 820 as of June 30, 2023 because of the low trading volume of the shares. The following table summarizes the Company’s Cumulative Preferred Stock balances as of June 30, 2023: Series K Cumulative Preferred Stock Principal value $ 40,000,000 Unamortized deferred offering costs (335,014) Unamortized discount (1,250,000) Carrying value $ 38,414,986 Fair value (1) $ 34,400,000 Fair value per share (1) $ 21.50 (1) Represents the June 30, 2023 closing market price per share of the series of Cumulative Preferred Stock on the New York Stock Exchange (“NYSE”) and is categorized as Level 2 under ASC 820 as of June 30, 2023 because of the low trading value of the shares. The following sets forth the terms of the Company’s Term Preferred Stock and Cumulative Preferred Stock offerings: Series D Term Preferred Stock Due 2029 Series F Term Preferred Stock Due 2027 Series G Term Preferred Stock Due 2026 Series H Term Preferred Stock Due 2026 Series I Term Preferred Stock Due 2028 Series J Term Preferred Stock Due 2028 Series L Term Preferred Stock Due 2029 Series K Cumulative Preferred Stock Initial offering price $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 Term redemption date June 30, 2029 June 30, 2027 June 30, 2026 December 31, 2026 June 30, 2028 December 31, 2028 March 31, 2029 N/A Term redemption price per share $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 Optional redemption date March 31, 2022 February 25, 2023 March 19, 2023 May 6, 2023 June 17, 2024 August 10, 2024 February 28, 2025 September 30, 2026 Fixed dividend rate 7.00 % 6.625 % 6.250 % 6.000 % 6.125 % 6.000 % 6.375 % 7.00 % Annualized per share payment $ 1.75000 $ 1.65624 $ 1.56252 $ 1.50000 $ 1.53124 $ 1.50000 $ 1.59375 $ 1.75000 Dividends payable on the Company’s Term Preferred Stock and Cumulative Preferred Stock were $0 at June 30, 2023. Deferred issuance costs represent underwriting fees and other direct costs incurred that are related to the Company’s Term Preferred Stock. As of June 30, 2023, the Company had a deferred issuance cost balance of $1,678,616 related to the issuance of the Term Preferred Stock. Aggregate net discount on the Term Preferred Stock at the time of issuance totaled $7,300,671. As of June 30, 2023 the Company had an unamortized discount balance of $5,209,774. These amounts are amortized and are included in Preferred dividend expense on the Statement of Operations over the term of the respective shares. Deferred issuance costs represent underwriting fees and other direct costs incurred that are related to the Company’s Cumulative Preferred Stock. As of June 30, 2023, the Company had a deferred debt issuance cost balance of $335,014 related to the issuance of the Cumulative Preferred Stock. As of June 30, 2023 the Company had an unamortized discount balance of $1,250,000. The following table summarizes the components of preferred dividend expense, effective dividend rates and cash paid on the Term Preferred Stock for the year ended June 30, 2023: Series D Term Preferred Stock Due 2029 Series F Term Preferred Stock Due 2027 Series G Term Preferred Stock Due 2026 Series H Term Preferred Stock Due 2026 Series I Term Preferred Stock Due 2028 Series J Term Preferred Stock Due 2028 Series L Term Preferred Stock Due 2029 Total Term Preferred Stock Fixed dividend expense (1) $ 1,914,614 $ 2,042,852 $ 2,300,030 $ 1,794,000 $ 2,449,984 $ 2,370,000 $ 1,753,125 $ 14,624,605 Amortization of deferred offering costs 44,436 21,135 49,842 46,377 29,316 29,526 33,652 $ 254,284 Amortization of discount 69,852 113,558 196,470 144,898 144,249 132,551 92,692 $ 894,270 Total preferred dividend expense $ 2,028,902 $ 2,177,545 $ 2,546,342 $ 1,985,275 $ 2,623,549 $ 2,532,077 $ 1,879,469 $ 15,773,159 Effective dividend rate (2) 7.771 % 7.301 % 7.177 % 6.908 % 6.821 % 6.676 % 7.164 % 7.080 % Cash paid for dividend $ 1,914,614 $ 2,042,852 $ 2,300,030 $ 1,794,000 $ 2,449,984 $ 2,370,000 $ 1,757,998 $ 14,629,478 (1) Fixed dividend expense is composed of distributions declared and paid of $14,624,605 for the year ended June 30, 2023. (2) Represents the effective rate for each respective series of Term Preferred Stock as of June 30, 2023. The following table summarizes the components of preferred dividend expense, effective dividend rates and cash paid on the Cumulative Preferred Stock for the year ended June 30, 2023: Series K Cumulative Preferred Stock Due 2025 Fixed dividend expense (1) $ 2,800,000 Amortization of deferred offering costs — Amortization of discount — Total preferred dividend expense $ 2,800,000 Effective dividend rate (2) 7.000 % Cash paid for dividend $ 2,800,000 (1) Fixed dividend expense is composed of distributions declared and paid of $2,800,000 for the year ended June 30, 2023. (2) Represents the effective rate for the series of Cumulative Preferred Stock as of June 30, 2023. | | | | |
Security Dividends [Text Block] | If the dividends on the preferred stock remain unpaid in an amount equal to two full years’ dividends, the holders of the preferred dividends as a class have the right to elect a majority of the Board of Directors. | | | | |
Security Voting Rights [Text Block] | In general, the holders of the preferred stock and the common shares have equal voting rights of one vote per share, except that the holders of the preferred stock, as a separate class, have the right to elect at least two members of the Board of Directors. | | | | |
Security Liquidation Rights [Text Block] | At any time on or after the applicable optional redemption date, at the Company’s sole option, the Company may redeem the Term Preferred Stock or Cumulative Preferred Stock at a redemption price per share equal to the sum of the $25 liquidation preference per share plus an amount equal to accumulated but unpaid dividends, if any, on such Term Preferred Stock or Cumulative Preferred Stock. | | | | |
Series D Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 27,351,625 | $ 27,351,625 | $ 27,351,625 | $ 27,400,175 | $ 26,131,675 |
Senior Securities Coverage per Unit | $ 73 | $ 65 | $ 68 | $ 68 | $ 501 |
Preferred Stock Liquidating Preference | 25 | 25 | 25 | 25 | 25 |
Senior Securities Average Market Value per Unit | $ 23.32 | $ 25.37 | $ 25.06 | $ 24.87 | $ 25.24 |
Series F Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 30,835,700 | $ 30,835,700 | $ 30,835,700 | $ 30,883,700 | |
Senior Securities Coverage per Unit | $ 73 | $ 65 | $ 68 | $ 68 | |
Preferred Stock Liquidating Preference | 25 | 25 | 25 | 25 | |
Senior Securities Average Market Value per Unit | $ 23.33 | $ 25.33 | $ 24.51 | $ 22.74 | |
Series G Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 36,800,000 | $ 36,800,000 | $ 36,800,000 | | |
Senior Securities Coverage per Unit | $ 73 | $ 65 | $ 68 | | |
Preferred Stock Liquidating Preference | 25 | 25 | 25 | | |
Senior Securities Average Market Value per Unit | $ 23.47 | $ 25.26 | $ 25.32 | | |
Series H Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 29,900,000 | $ 29,900,000 | $ 29,900,000 | | |
Senior Securities Coverage per Unit | $ 73 | $ 65 | $ 68 | | |
Preferred Stock Liquidating Preference | 25 | 25 | 25 | | |
Senior Securities Average Market Value per Unit | $ 23.20 | $ 25.07 | $ 25.16 | | |
Series I Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 | | |
Senior Securities Coverage per Unit | $ 73 | $ 65 | $ 68 | | |
Preferred Stock Liquidating Preference | 25 | 25 | 25 | | |
Senior Securities Average Market Value per Unit | $ 22.43 | $ 24.99 | $ 25.15 | | |
Series J Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 39,500,000 | $ 39,500,000 | | | |
Senior Securities Coverage per Unit | $ 73 | $ 65 | | | |
Preferred Stock Liquidating Preference | 25 | 25 | | | |
Senior Securities Average Market Value per Unit | $ 21.88 | $ 24.75 | | | |
Series L Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 27,500,000 | $ 27,500,000 | | | |
Senior Securities Coverage per Unit | $ 73 | $ 65 | | | |
Preferred Stock Liquidating Preference | 25 | 25 | | | |
Senior Securities Average Market Value per Unit | $ 22.42 | $ 24.37 | | | |
Series K Cumulative Preferred Stock [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | $ 40,000,000 | $ 40,000,000 | | | |
Senior Securities Coverage per Unit | $ 73 | $ 65 | | | |
Preferred Stock Liquidating Preference | 25 | 25 | | | |
Senior Securities Average Market Value per Unit | $ 21.43 | $ 24.22 | | | |
Series A Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | | | $ 36,706,625 | $ 37,035,875 | $ 37,504,575 |
Senior Securities Coverage per Unit | | | $ 68 | $ 68 | $ 349 |
Preferred Stock Liquidating Preference | | | 25 | 25 | 25 |
Senior Securities Average Market Value per Unit | | | $ 24.21 | $ 24.31 | $ 24.79 |
Series E Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | | | $ 25,541,850 | $ 25,982,900 | |
Senior Securities Coverage per Unit | | | $ 68 | $ 68 | |
Preferred Stock Liquidating Preference | | | 25 | 25 | |
Senior Securities Average Market Value per Unit | | | $ 24.19 | $ 23.79 | |
Series B Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | | | | $ 24,622,950 | $ 25,000,000 |
Senior Securities Coverage per Unit | | | | $ 68 | $ 524 |
Preferred Stock Liquidating Preference | | | | 25 | 25 |
Senior Securities Average Market Value per Unit | | | | $ 24.42 | $ 24.72 |
Series C Term Preferred [Member] | | | | | |
Financial Highlights [Abstract] | | | | | |
Senior Securities Amount | | | | $ 38,927,475 | $ 40,250,000 |
Senior Securities Coverage per Unit | | | | $ 68 | $ 325 |
Preferred Stock Liquidating Preference | | | | 25 | 25 |
Senior Securities Average Market Value per Unit | | | | $ 24.69 | $ 25.02 |