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Debt:
 12 Months Ended
Dec. 31, 2022
Debt:  
Debt:

7.     Debt:

Line of Credit/Term Loan

During 2020, the Company’s Line of Credit with CIBC Bank USA (formerly known as the PrivateBank and Trust Company) and BMO Harris Bank N.A. (the “Line of Credit”) was amended to, among other things:

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●Decrease the aggregate commitments from $40.0 million to $25.0 million;
●Remove BMO Harris Bank N.A. as a lender under the Credit Agreement;
●Extend the termination date from July 19, 2021 to August 31, 2024;
●Amend the tangible net worth covenant requirement to be reset as of September 26, 2020;
●Permit the Company to issue up to $25.0 million in additional term notes to one or more affiliates or managed accounts of Prudential Investment Management, Inc.;
●Provide the consent of CIBC Bank USA for the 2020 Special Dividend;
●Amend the fixed charge coverage ratio definition to remove the effect of the 2020 Special Dividend.

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During 2021, the Line of Credit was amended to, among other things:

●Permit the Company to issue up to $30.0 million in additional term notes to one or more affiliates or managed accounts of PGIM, Inc. (formerly Prudential Investment Management, Inc.) (collectively, “Prudential”);
●Remove the tangible net worth covenant minimum requirement, amend the fixed charge coverage ratio definition, and amend the restricted payments covenant to allow the Company more flexibility with respect to shareholder distributions and/or common stock repurchases as long as certain conditions are met (as defined within the amendment);
●Amend the provisions that allow for the replacement of LIBOR as an interest rate option in connection with borrowings under the Line of Credit.

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During 2022, the Line of Credit was amended to, among other things:

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●Provide for a new $30.0 million delayed draw term facility, with available draws summarized as follows:
oThe 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;
oThe final maturity of all drawn loans of April 12, 2029, with all payments of principal due on such date;
oInterest 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.

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As of December 31, 2022, there were no revolving loans outstanding under the Line of Credit, leaving $20.0 million available for additional revolving borrowings. During the year ended December 31, 2022, the Company had delayed draw term loan borrowings totaling $30.0 million under the Line of Credit bearing interest ranging from 4.60% to 4.75%.

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The Line of Credit has been and will continue to be used for general corporate purposes. During 2020, the Line of Credit was used to finance in part the 2020 Tender Offer (as indicated above in Note 6). The Line of Credit is secured by a lien against substantially all of the Company’s assets, contains customary financial conditions and covenants, and requires maintenance of minimum levels of debt service coverage and maximum levels of leverage (all as defined within the Line of Credit). As of December 31, 2022, the Company was in compliance with all of its financial covenants.

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The Line of Credit allows the Company to choose between two interest rate options in connection with its borrowings. The interest rate options are the Base Rate (as defined) and the SOFR Rate (as defined) plus an applicable margin of 0% and 1.75%, respectively. Interest periods for SOFR borrowings can be one month. The Line of Credit also provides for non-utilization fees of 0.25% per annum on the daily average of the unused commitment.

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Notes Payable

The Company has a Note Agreement (the “Note Agreement”) with Prudential.

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During 2020, the Note Agreement was amended to, among other things, amend the tangible net worth covenant requirement to be reset as of September 26, 2020, provide the consent of Prudential for the declaration and payment of the 2020 Special Dividend and to amend the fixed charge coverage ratio definition to remove the effect of the 2020 Special Dividend.

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During 2021, the Note Agreement was amended to, among other things:

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●Provide for the issuance of $30.0 million in new senior secured notes;
●Remove the tangible net worth covenant minimum requirement, amend the fixed charge coverage ratio definition, and amend the restricted payments covenant to allow the Company more flexibility with respect to shareholder distributions and/or common stock repurchase as long as certain conditions are met (as defined within the amendment).

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During 2022, the Note Agreement with Prudential 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 described below.

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As of December 31, 2022, the Company had aggregate principal outstanding of $43.4 million under the Note Agreement; consisting of $7.5 million in principal outstanding from the $25.0 million Series A notes issued in May 2015, $5.9 million in principal outstanding from the $12.5 million Series B notes issued in August 2017 and $30.0 million in principal outstanding from the $30.0 million Series C notes issued in September 2021.

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The final maturity of the Series A and Series B notes is 10 years from the issuance date. The final maturity of the Series C notes is 7 years from the issuance date. For the Series A notes, interest at a rate of 5.50% per annum on the outstanding principal balance is payable quarterly, along with required prepayments of the principal of $500,000 quarterly for the first five years, and $750,000 quarterly thereafter until the principal is paid in full. For the Series B notes, interest at a rate of 5.10% per annum on the outstanding principal balance is payable quarterly, along with required prepayments of the principal of $312,500 quarterly until the principal is paid in full. For the Series C notes, interest at a rate of 3.18% per annum on the outstanding principal balance is payable quarterly until the principal is paid in full. The Series A, Series B and Series C notes may be prepaid, at the option of the Company, in whole or in part (in a minimum amount of $1.0 million), but prepayments require payment of a Yield Maintenance Amount, as defined in the Note Agreement.

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The Company’s obligations under the Note Agreement are secured by a lien against substantially all of the Company’s assets (as the notes rank pari passu with the Line of Credit), and the Note Agreement contains customary financial conditions and covenants, and requires maintenance of minimum levels of fixed charge coverage and maximum levels of leverage (all as defined within the Note Agreement). As of December 31, 2022, the Company was in compliance with all of its financial covenants.

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In connection with the Note Agreement, the Company incurred debt issuance costs, of which unamortized amounts are presented as a direct deduction from the carrying amount of the related liability.

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In April 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);
●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.

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As of December 31, 2022, the Company had not issued any notes under the Shelf Agreement and was in compliance with all of its financial covenants.

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As of December 31, 2022, required payments of the notes payable and term loans for each of the next five years and thereafter are as follows:

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Notes Payable

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Term Loans

2023

    

$

4,250,000

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$

—

2024

 

 

4,250,000

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—

2025

 

 

2,750,000

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—

2026

 

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1,250,000

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—

2027

 

 

937,500

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—

Thereafter

 

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30,000,000

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30,000,000

Total

 

$

43,437,500

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$

30,000,000

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