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Subsequent Events: | 3 Months Ended
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Mar. 26, 2022
Subsequent Events: |
Subsequent Events: | 11. Subsequent Events: ​ On April 12, 2022, the Line of Credit was amended to, among other things:
| ● | Provide for a new $30.0 million delayed draw term facility, with available draws summarized as follows:
| o | The Company may draw up to five (5) loans over a period of 18 months, each draw having a principal amount not less than $3.0 million (or higher integral multiples of $1.0 million), with aggregate draws outstanding not to exceed $30.0 million;
| o | The final maturity of all drawn loans of April 12, 2029, with all payments of principal due on such date;
| o | Interest at a rate to be determined at the time of each draw, payable monthly in arrears on the outstanding aggregate principal balance.
| ● | Decrease the aggregate commitments for revolving loans from $25.0 million to $20.0 million;
| ● | Extend the termination date for revolving loans from August 31, 2024 to April 12, 2027;
| ● | Remove the borrowing base covenant restriction for revolving loans;
| ● | Replace LIBOR with SOFR as an interest rate option in connection with borrowings on revolving loans and adjust the definition of and reduce the applicable margin to reflect such replacement;
| ● | Amend the fixed charge coverage ratio definition to exclude principal payments on non-amortizing term loans that are refinanced with proceeds from permitted debt (as defined within the amendment);
| ● | Permit the Company to issue additional term notes under a new Private Shelf Agreement with Prudential (as described below).
​ Upon closing on the amendment to the Line of Credit, the Company completed a $15.0 million draw on the delayed draw term loan at a rate of 4.60%, the proceeds of which were used to pay down all amounts outstanding on the revolving portion of the Line of Credit and increase the Company’s cash balances. ​ On April 12, 2022, the Company entered into a Private Shelf Agreement (the “Shelf Agreement”) with Prudential, summarized as follows:
| ● | For a period three years from entry into the Shelf Agreement, subject to certain customary conditions, the Company may offer and Prudential may purchase from the Company privately negotiated senior notes (“Shelf Notes”) in the aggregate principal amount up to (i) $100.0 million, less (ii) the aggregate principal amount of notes outstanding at such point (including notes outstanding under the existing Prudential Note Agreement, which at April 12, 2022 totaled $46.6 million);
| ● | Each Shelf Note issued will have an average life and maturity of no more than 12.5 years from the date of original issuance, with interest payable at a rate per annum determined at the time of each issuance;
| ● | The Shelf Notes will be secured by all of the Company’s assets and the Shelf Notes will rank pari passu with the Company’s obligations to the lenders under the amended Line of Credit and the amended Note Agreement;
| ● | The Shelf Notes may be prepaid, at the option of the Company, in whole or in part (in a minimum amount of $1 million), but prepayments will require payment of a Yield Maintenance Amount (as defined within the Shelf Agreement);
| ● | The Shelf Agreement contains customary affirmative covenants and negative covenants that are substantially the same as those contained in the amended Line of Credit and amended Note Agreement.
​ On April 12, 2022, the Note Agreement was amended to, among other things:
| ● | Permit the Company to incur the obligations described in and conform to the changes made by the Company’s entry into the amendments to the Line of Credit described above;
| ● | Permit the Company to incur the obligations described in and conform to the changes made by the Company’s entry into the Shelf Agreement.
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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