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Subsequent Events | 6 Months Ended
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Jun. 30, 2024
Subsequent Events [Abstract] |
Subsequent Events | 15. SUBSEQUENT EVENTS As of July 6, 2024, certain wholly owned subsidiaries (“Second Amended Credit Facility Secured Subsidiaries”) of the Company entered into a second amendment to the Credit Facility Loan Agreement (collectively, the “Second Amended Credit Facility Loan Agreement”) between the Second Amended Credit Facility Secured Subsidiaries and Huntington, successor by merger to TCF National Bank (“Second Amended Credit Facility Lender”). Under the Second Amended Credit Facility Loan Agreement, the Second Amended Credit Facility Secured Subsidiaries may borrow from the Second Amended Credit Facility Lender in the principal amount of up to $15 million, reduced to $14.75 million and $14.5 million in years two and three, respectively, pursuant to a promissory note (the “Second Amended Credit Facility Promissory Note”). The Second Amended Credit Facility Promissory Note bears an interest rate equal to 3% plus the greater of the SOFR or 0.25% and is due to mature on July 6, 2027, with an option to extend the maturity to July 6, 2028. An annual unused facility fee is charged based on the daily average of the unadvanced amount of the Second Amended Credit Facility Loan Agreement during the trailing twelve month period ending each June 30. The fee will be calculated at 0.25% per annum if the daily average of the unadvanced amount of the Second Amended Credit Facility Loan Agreement during such trailing twelve month period was greater than fifty percent, and will be calculated at 0.15% if the daily average of the unadvanced amount of the Second Amended Credit Facility Loan Agreement during such trailing twelve month period was less than or equal to fifty percent. The obligations under the Second Amended Credit Facility Loan Agreement are secured by certain real estate assets owned by the Second Amended Credit Facility Secured Subsidiaries. The Company entered into a second amended and restated guaranty of payment as of July 6, 2024 (“Second Amended Credit Facility Guaranty,” and together with the Second Amended Credit Facility Loan Agreement, the Second Amended Credit Facility Promissory Note and related instruments, the “Second Amended Credit Facility Loan Documents”) to guarantee the payment to the Second Amended Credit Facility Lender of certain obligations of the Second Amended Credit Facility Secured Subsidiaries under the Second Amended Credit Facility Loan Agreement. The Company and the Second Amended Credit Facility Secured Subsidiaries paid customary fees and expenses of approximately $190,000 in connection with their entry into the Second Amended Credit Facility Loan Documents to be amortized over the term of the loan. On July 8, 2024, in connection with the Second Amended Credit Facility Loan Agreement, the Company entered into a swap transaction for an interest rate derivative with Huntington (the "Cap Rate Agreement") effective July 10, 2024. The notional amount and strike is $7,500,000 and 5.25%, respectively. The cost of the initial premium was $57,000 and will be carried as an asset on the balance sheet at fair value. The Cap Rate Agreement terminates on July 6, 2027. On August 8, 2024, and immediately effective as of such date, the Board of Directors of the Company approved an amendment and restatement of the Company’s Bylaws (the “Bylaws”). Prior thereto, the Bylaws were last amended and restated effective as of November 9, 2022. Set forth below is a summary of the amendments to the Bylaws. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Bylaws. • Revise and narrow the definition of a “Stockholder Associated Person,” as used in connection with the provisions of the Bylaws regarding an advance notice of stockholder nominations for director and other business proposals, so as to reduce the scope of the persons included within such definition. • Provide that Sally C. Carroll, a current member of the Company’s Board of Directors, shall be deemed a “Continuing Director” for purposes of the Bylaws. • Clarify that, in the event that the nominations of all nominees for election as director are not approved by a majority of the Continuing Directors and no nominee receives the affirmative vote of the holders of at least two-thirds of the outstanding shares of all classes of voting stock, voting together, the incumbent directors shall hold over and continue to serve as directors of the Company until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify. • Clarify that, in the event that the nominations of all nominees for election as director are not approved by a majority of the Continuing Directors and the number of nominees receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares of all classes of voting stock, voting together, is at least one but less than the number of directors to be elected, the incumbent directors who shall hold over and continue to serve as directors of the Company until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify shall be determined in descending order based on the number of votes received; provided that in no event shall the number of nominees receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares of all classes of voting stock, voting together, plus the number of incumbent directors holding over exceed the number of directors to be elected. • Clarify that a director holding over shall have the same rights and powers as a duly elected director. The foregoing description of the amendments included in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws that were adopted by the Company’s Board of Directors on August 8, 2024, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 3.1 and incorporated by reference in its entirety.

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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 -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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