; ForgeRock, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.23.1
Debt
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Debt Debt
The following table presents total debt outstanding (in thousands, except interest rates):
March 31, 2023 December 31, 2022
Amount Interest Rate Amount Interest Rate
$10.0 million March 2019
 $ 10,000  8.00  % $ 10,000  8.00  %
$10.0 million September 2019
 10,000  8.00  % 10,000  8.00  %
$10.0 million December 2021
 10,000  8.00  % 10,000  8.00  %
$10.0 million March 2020
 10,000  8.00  % 10,000  8.00  %
Less: debt discount (357) (389)
Total debt, net of debt discount 39,643  39,611 
Less: current portion —  — 
Total long-term debt $ 39,643  $ 39,611 
In September 2021, the Company executed an amendment to the Amended Restated Plain English Growth Capital Loan and Security Agreement with TriplePoint Venture Growth BDC Corp. (“TriplePoint”) and TriplePoint Capital LLC (the “A&R Loan Agreement”), which amends and restates the Loan and Security Agreement entered into in March 2016 with TriplePoint. The payments on all cash advances are interest only. The A&R Loan Agreement became effective once the registration statement in connection with the initial public offering was declared effective on September 16, 2021. The key provisions of the amendment include: (1) a covenant requiring the maintenance of a $20.0 million cash balance when an event of default exits, (2) change in the interest rate for outstanding term loan to be eight percent (8.00%) per annum on the existing loans, (3) extension of the maturity dates by twenty-four months, (4) change in the prepayment penalties and (5) and a change in the end-of-term interest payments. The principal will be due at the end of the term of the respective advance. The A&R Loan Agreement is secured by substantially all the Company’s assets, excluding its intellectual property, which was subject to a negative pledge. The A&R Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company, including, among other things, restrictions on indebtedness, liens, investments, dividends and other distributions.

The A&R Loan Agreement was accounted for as a modification and not an extinguishment as the terms of the Company’s outstanding debt were not substantially different from the original terms. The Company amortizes the debt issuance costs as interest expense using the effective interest method over the remaining term of the loan.

As of March 31, 2023 and December 31, 2022, accrued interest for the end-of-term payments was $2.4 million and $2.0 million, respectively. The annualized effective interest rate on debt was 9.77% and 9.01% for the three months ended March 31, 2023 and year ended December 31, 2022, respectively. As of March 31, 2023, the Company was in compliance with the covenants set forth in the A&R Loan Agreement.
Future principal payments on outstanding borrowings as of March 31, 2023 are as follows:
Years ending:
2023 (9 months remaining) $ — 
2024 — 
2025 — 
2026 — 
2025 30,000 
2026 10,000 
Total $ 40,000