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Debt | 3 Months Ended
--- | ---
Mar. 31, 2022
Debt Disclosure [Abstract] |
Debt | Note 8. Debt Unsecured Notes Payable On June 10, 2021, the Company issued $78.5 million in aggregate principal amount of its 6.00% notes due 2026 (the “initial note”), for net proceeds of $76.0 million after deducting underwriting commissions of $2.5 million, but before offering expenses payable by the Company. On June 25, 2021, the underwriters partially exercised their option to purchase an additional $6.6 million of the notes for net proceeds of $6.4 million (the “additional notes” and, together with the initial notes, the “notes”), after deducting underwriting commissions of $0.2 million, but before offering expenses payable by us, which closed on June 29, 2021. Interest on the notes is paid quarterly in arrears every March 30, June 30, September 30 and December 30, at a fixed rate of 6.00% per year, beginning September 30, 2021. The notes mature on June 30, 2026, unless redeemed earlier by the Company. The notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after June 10, 2023. In connection with the issuance of the notes, the Company entered into (i) an Indenture, dated June 10, 2021 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and (ii) the First Supplemental Indenture thereto, dated June 10, 2021 (the “Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to make distributions in excess of 90% of the Company’s taxable income, incur indebtedness (as defined in the Indenture) or purchase shares of the Company’s capital stock unless the Company has an asset coverage ratio (as defined in the Indenture) of at least 150% after giving effect to such transaction. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable. As of March 31, 2022 and December 31, 2021, the Company was in compliance with the covenants included in the Indenture. The table below presents detailed information regarding the unsecured notes payable at March 31, 2022 and December 31, 2021:
|  | March 31, 2022 |  | December 31, 2021
|  | Principal Balance |  | Carrying Value (1) |  | Fair Value |  | Principal Balance |  | Carrying Value (1) |  | Fair Value
Unsecured notes payable |  | $ | 85,125,000 |  |  | $ | 82,010,107 |  |  | $ | 84,239,700 |  |  | $ | 85,125,000 |  |  | $ | 81,856,799 |  |  | $ | 85,210,125 |
_______________ (1)Amount is net of unamortized issue discount of $2.3 million and $2.4 million, and unamortized deferred financing costs of $0.8 million and $0.9 million as of March 31, 2022 and December 31, 2021, respectively. Revolving Line of Credit On March 12, 2021, Terra Mortgage Portfolio II, LLC, an indirect wholly-owned subsidiary of the Company, entered into a Business Loan and Security Agreement (the “Revolving Line of Credit”) with Western Alliance Bank (“WAB”) to provide for advances up to the lesser of $75.0 million or the amount determined by the borrowing base, which is based on the eligible assets pledged to the lender. Borrowings under the Revolving Line of Credit bear interest at an annual rate of LIBOR + 3.25% with a combined floor of 4.0% per annum. The Revolving Line of Credit was scheduled to mature on March 12, 2023. On January 4, 2022, the Company amended the Revolving Line of Credit to increase the maximum amount available to $125.0 million and extended the maturity date of the facility to March 12, 2024 with an annual 12-month extension available at the Company’s option, which are subject to certain conditions. In connection with the Revolving Line of Credit, the Company entered into a limited guaranty (the “Guaranty”) in favor of WAB, pursuant to which the Company will guarantee the payment of up to 25% of the amount outstanding under the Revolving Line of Credit. Under the Revolving Line of Credit and the Guaranty, the Company will be required to maintain (i) a minimum total net worth of $250.0 million; (ii) a $3.5 million quarterly operating profit, as defined within the agreement; and (iii) a ratio of total debt to total net worth of no more than 2.50 to 1.00. As of March 31, 2022 and December 31, 2021, the Company was in compliance with these covenants. The Revolving Line of Credit contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature. The Revolving Line of Credit contains various affirmative and negative covenants, including maintenance of a debt to total net worth ratio and limitations on the incurrence of liens and indebtedness, loans, distributions, change of management and ownership, changes in the nature of business and transactions with affiliates. The Revolving Line of Credit also includes customary events of default, including a cross-default provision applicable to debt obligations of Terra Mortgage Portfolio II, LLC or the Company. The occurrence of an event of default may result in termination of the Revolving Line of Credit and acceleration of amounts due under the Revolving Line of Credit. In connection with the closing of the Revolving Line of Credit, the Company also incurred financing fees of $0.6 million, to be amortized to interest expense over the life of the Revolving Line of Credit. The following tables present detailed information with respect to each borrowing under the Revolving Line of Credit as of March 31, 2022 and December 31, 2021 :
| March 31, 2022
| Borrowing Base |  | Borrowings Under the Revolving Line of Credit
| Principal Amount |  | Carrying Value |  | Fair Value |
870 Santa Cruz, LLC | $ | 19,760,033 |  |  | $ | 19,934,619 |  |  | $ | 19,993,943 |  |  | $ | 13,832,023 |
606 Fayetteville LLC and 401 E. Lakewood LLC | 17,536,492 |  |  | 17,663,959 |  |  | 17,690,666 |  |  | 10,521,896 |
AAESUF Property LLC | 16,800,000 |  |  | 16,849,956 |  |  | 17,456,207 |  |  | 9,240,000 |
AARSHW Property LLC | 18,771,608 |  |  | 18,541,648 |  |  | 18,911,932 |  |  | 13,156,108 |
Austin H. I. Borrower LLC | 13,695,947 |  |  | 13,824,587 |  |  | 13,832,906 |  |  | 8,172,000 |
D-G Acquistion #6, LLC and D-G Quimisa, LLC | 8,846,216 |  |  | 8,854,524 |  |  | 8,886,221 |  |  | 6,192,351 |
The Lux Washington, LLC | 7,424,855 |  |  | 7,376,668 |  |  | 7,489,172 |  |  | 3,839,171 |
| $ | 102,835,151 |  |  | $ | 103,045,961 |  |  | $ | 104,261,047 |  |  | $ | 64,953,549 |
| December 31, 2021
| Borrowing Base |  | Borrowings Under the Revolving Line of Credit
| Principal Amount |  | Carrying Value |  | Fair Value |
870 Santa Cruz, LLC | $ | 17,540,875 |  |  | $ | 17,669,303 |  |  | $ | 17,781,285 |  |  | $ | 12,278,613 |
606 Fayetteville LLC and 401 E. Lakewood LLC | 16,829,962 |  |  | 16,935,803 |  |  | 16,974,601 |  |  | 10,312,187 |
Austin H. I. Borrower LLC | 13,625,000 |  |  | 13,725,690 |  |  | 13,735,569 |  |  | 7,493,750 |
D-G Acquistion #6, LLC and D-G Quimisa, LLC | 8,607,092 |  |  | 8,605,341 |  |  | 8,645,413 |  |  | 6,024,965 |
The Lux Washington, LLC | 3,523,401 |  |  | 3,382,683 |  |  | 3,553,330 |  |  | 2,466,380 |
| $ | 60,126,330 |  |  | $ | 60,318,820 |  |  | $ | 60,690,198 |  |  | $ | 38,575,895 |
For the three months ended March 31, 2022 and 2021, the Company received proceeds from the Revolving Line of Credit of $26.4 million and $8.0 million, respectively, and did not make any repayments. Term Loan On September 3, 2020, Terra Mortgage Capital I, LLC (the “Issuer”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Indenture and Credit Agreement (the “Indenture and Credit Agreement”) with Goldman Sachs Bank USA, as initial lender (“Goldman”) and Wells Fargo Bank, National Association, as the trustee, custodian, collateral agent, loan agent and note administrator (“Wells Fargo”). The Indenture and Credit Agreement provided for (A) the borrowing by the Issuer from Goldman of approximately $103.0 million under a floating rate loan (the “Term Loan”) and (B) the issuance by the Issuer to Terra Mortgage Portfolio I, LLC (the “Class B Holder”) of an aggregate of approximately $76.7 million principal amount of Class B Income Notes due 2025 (the “Class B Notes” and, together with the Term Loan, the “Debt”). The stated maturity date of the Debt was March 14, 2025. On February 18, 2022, the Company refinanced the Term Loan with a new repurchase agreement (see “Goldman Master Repurchase Agreement” below). The Term Loan bore interest at a variable rate initially equal to LIBOR (the “Benchmark Rate”) (but not less than 1.0% per annum), plus a margin of 4.25% per annum (plus 0.50% on and after the payment date in October 2022, plus 0.25% on and after the payment date in October 2023), payable each month, on the day specified in the Indenture and Credit Agreement beginning in September 2020 (each a “Payment Date”). The Company accounted for the step-up in interest rate using the effective interest rate method. In connection with the refinancing, the Company reversed the previously accrued step-up interest of $0.4 million. In connection with the Indenture and Credit Agreement, the Company entered into a non-recourse carveout Guaranty (the “Guaranty”) in favor of Goldman, pursuant to which the Company guaranteed the payment of certain losses, damages, costs, expenses, and other obligations incurred by Goldman in connection with the occurrence of fraud, intentional misrepresentation, or willful misconduct by the Issuer, Class B Holder or the Company, and certain other occurrences including breaches of certain provisions under the Indenture and Credit Agreement. The Company also guaranteed the payment of the aggregate outstanding amount of the Term Loan upon the occurrence of certain bankruptcy events. Under the Guaranty, the Company was required to maintain (a) a minimum tangible net worth in an amount not less than seventy-five percent (75%) of its tangible net worth as of September 3, 2020, (b) a minimum liquidity of $10 million, and (c) an EBITDA to interest expense ratio of not less than 1.5 to 1.0. Failure to satisfy such maintenance covenants would constitute an event of default under the Indenture and Credit Agreement. On February 18, 2022, the Company refinanced the Term Loan with a new repurchase agreement and expects continued covenant compliance under the terms of the new repurchase agreement. The following tables present detailed information with respect to each borrowing under the Term Loan as of December 31, 2021:
| December 31, 2021
| Mortgage Assets |  | Borrowings Under the Term Loan (1)(2)
| Principal Amount |  | Carrying Value |  | Fair Value |
330 Tryon DE LLC | $ | 22,800,000 |  |  | $ | 22,902,354 |  |  | $ | 22,594,654 |  |  | $ | 13,680,000 |
1389 Peachtree St, LP; 1401 Peachtree St, LP; and 1409 Peachtree St, LP | 53,289,288 |  |  | 53,536,884 |  |  | 52,031,363 |  |  | 31,283,661 |
AGRE DCP Palm Springs, LLC | 43,222,381 |  |  | 43,669,992 |  |  | 43,829,842 |  |  | 23,146,265 |
Patrick Henry Recovery Acquisition, LLC | 18,000,000 |  |  | 18,041,124 |  |  | 18,055,377 |  |  | 10,800,000 |
University Park Berkeley, LLC | 25,815,378 |  |  | 25,991,962 |  |  | 26,015,500 |  |  | 14,853,544 |
| $ | 163,127,047 |  |  | $ | 164,142,316 |  |  | $ | 162,526,736 |  |  | $ | 93,763,470 |
For the three months ended March 31, 2022 and 2021, the Company made repayments on the Term Loan of $93.8 million and $2.6 million, respectively, and received proceeds from borrowings under the Term Loan of $0 and $1.5 million, respectively. Repurchase Agreements UBS Master Repurchase Agreement On November 8, 2021, Terra Mortgage Capital III, LLC (the “Seller”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Uncommitted Master Repurchase Agreement (the “UBS Master Repurchase Agreement”) with UBS AG ( the “Buyer”). The UBS Master Repurchase Agreement provides for advances of up to $195 million in the aggregate, which the Company expects to use to finance certain secured performing commercial real estate loans, including senior mortgage loans, where the underlying mortgaged properties consist of value-added assets with loan-to-value ratio between 65% and 80% that are typically yielding between 2.5% and 5.0%. Advances under the UBS Master Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) the 30-day LIBOR or Term SOFR if LIBOR is not available and (ii) the applicable spread, which ranges from 1.60% to 2.25%, and have a maturity date of November 7, 2024. The actual terms of financing for each asset will be determined at the time of financing in accordance with the UBS Master Repurchase Agreement. Subject to satisfaction of certain conditions, the Seller may extend the maturity date of the UBS Master Repurchase Agreement annually thereafter on mutually agreeable terms. In connection with the UBS Master Repurchase Agreement, the Company incurred deferred financing costs of $0.6 million, which are being amortized to interest expense over the term of the facility. The UBS Master Repurchase Agreement contains margin call provisions that provide the Buyer with certain rights in the event of a decline in the credit of the underlying assets purchased under the UBS Master Repurchase Agreement. Upon the occurrence of a margin deficit event, the Buyer may require the Seller to make a payment to reduce the purchase price to eliminate any margin deficit. In connection with the UBS Master Repurchase Agreement, the Company entered into a Guarantee Agreement in favor of the Buyer (the “UBS Guarantee Agreement”), pursuant to which the Company will guarantee the payment of up to 25% of the amount outstanding under the UBS Master Repurchase Agreement. The UBS Master Repurchase Agreement and the UBS Guarantee Agreement contain various representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the UBS Guarantee Agreement contains financial covenants, which require the Company to maintain: (i) cash liquidity of at least the greater of $5 million or 5% of the then-current outstanding amount under the UBS Master Repurchase Agreement; (ii) total liquidity of at least the greater of $15 million or 10% of the then-current outstanding amount under the UBS Master Repurchase Agreement (iii) tangible net worth at an amount equal to or greater than $215.7 million plus 75% of new capital contributions thereafter; (iv) an EBITDA to interest expense ratio of not less than 1.50 to 1.00; and (v) a total indebtedness to tangible net worth ratio of not more than 3.50 to 1.00. In March 2022, the Company amended the UBS Guarantee Agreement to reduce the EBITDA to interest expense ratio of not less than 1.25 to 1.00, and as of March 31, 2022 and December 31, 2021, the Company was in compliance with these covenants. The following table presents detailed information with respect to each borrowing under the UBS Master Repurchase Agreement as of March 31, 2022 and December 31, 2021:
| March 31, 2022
| Collateral |  | Borrowings Under Master Repurchase Agreement
| Principal Amount |  | Carrying Value |  | Fair Value |  | Borrowing Date |  | Principal Amount |  | Interest Rate
14th & Alice Street Owner, LLC | $ | 39,468,000 |  |  | $ | 40,197,784 |  |  | $ | 40,222,586 |  |  | 11/8/2021 |  | $ | 25,599,600 |  |  | LIBOR+1.45% (LIBOR floor of 0.1%)
NB Factory TIC 1, LLC | 28,000,000 |  |  | 28,529,857 |  |  | 28,861,172 |  |  | 11/8/2021 |  | 18,970,000 |  |  | LIBOR+1.74% (LIBOR floor of 0.1%)
Grandview’s Madison Place, LLC | 17,000,000 |  |  | 17,111,299 |  |  | 17,111,299 |  |  | 3/7/2022 |  | 13,600,000 |  |  | Term SOFR + 1.965%
| $ | 84,468,000 |  |  | $ | 85,838,940 |  |  | $ | 86,195,057 |  |  |  |  | $ | 58,169,600 |  |  |
| December 31, 2021
| Collateral |  | Borrowings Under Master Repurchase Agreement
| Principal Amount |  | Carrying Value |  | Fair Value |  | Borrowing Date |  | Principal Amount |  | Interest Rate
14th & Alice Street Owner, LLC | $ | 39,384,000 |  |  | $ | 40,089,153 |  |  | $ | 40,130,448 |  |  | 11/8/2021 |  | $ | 25,599,600 |  |  | LIBOR+1.45% (LIBOR floor of 0.1%)
NB Factory TIC 1, LLC | 28,000,000 |  |  | 28,420,056 |  |  | 28,851,547 |  |  | 11/8/2021 |  | 18,970,000 |  |  | LIBOR+1.74% (LIBOR floor of 0.1%)
| $ | 67,384,000 |  |  | $ | 68,509,209 |  |  | $ | 68,981,995 |  |  |  |  | $ | 44,569,600 |  |  |
For the three months ended March 31, 2022, the Company borrowed $13.6 million under the UBS Master Repurchase Agreement for the financing of a new investment, and did not make any repayments. Goldman Master Repurchase Agreement On February 18, 2022, Terra Mortgage Capital I, LLC (the “GS Seller”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Uncommitted Master Repurchase and Securities Contract Agreement (the “Repurchase Agreement”) with Goldman Sachs Bank USA ( the “GS Buyer”). The Repurchase Agreement provides for advances of up to $200.0 million in the aggregate, which the Company expects to use to finance the originations of certain secured performing commercial real estate loans and the acquisitions of certain secured non-performing commercial real estate loans. The Repurchase Agreement replaced the Term Loan, at which time all Mortgage Assets under the Term Loan were assigned as purchased assets under the Repurchase Agreement. Advances under the Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) Term SOFR (subject to underlying loan floors on a case-by-case basis) and (ii) the applicable spread, which ranges from 1.75% to 3.00%, and have a maturity date of February 18, 2024. The actual terms of financing for each asset will be determined at the time of financing in accordance with the Repurchase Agreement. Subject to satisfaction of certain conditions, the GS Seller may extend the maturity date of the Repurchase Agreement for another 12-month term. In connection with the Repurchase Agreement, the Company incurred financing costs of $0.6 million, which are being amortized to interest expense over the term of the facility. Additionally, because the Repurchase Agreement was accounted for as a loan modification of the Term Loan, the remaining unamortized deferred financing fees of $1.7 million under the Term Loan were carried over to the Repurchase Agreement to be amortized over the life of the Repurchase Agreement. The Repurchase Agreement contains margin call provisions that provide the GS Buyer with certain rights in the event of a decline in debt yield, loan-to-value ratio, and value of the underlying loans purchased under the Repurchase Agreement. Upon the occurrence of a margin deficit event, the GS Buyer may require the GS Seller to make a payment to reduce the purchase price to eliminate any margin deficit. In connection with the Repurchase Agreement, the Company entered into a Guarantee Agreement in favor of the GS Buyer (the “Guarantee Agreement”), pursuant to which the Company will guarantee the obligations of the GS Seller under the Repurchase Agreement. Subject to certain exceptions, the maximum liability under the Repurchase Agreement will not exceed 25% of the then currently outstanding repurchase obligations for performing loans and 50% of the then currently outstanding repurchase obligations for non-performing loans under the Repurchase Agreement. The Repurchase Agreement and the Guarantee Agreement contain various representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the Guarantee Agreement contains financial covenants, which require the Company to maintain: (i) cash liquidity of at least the greater of $5 million or 5% of the then-current outstanding amount under the Repurchase Agreement; (ii) total liquidity in an amount equal to or greater than the lesser of $15 million or 10% of the then-current outstanding amount under the Repurchase Agreement (iii) tangible net worth at an amount no less than 75% of that at closing; (iv) an EBITDA to adjusted interest expense ratio of not less than 1.50 to 1.00; and (v) a total indebtedness to tangible net worth ratio of not more than 3.00 to 1.00. as of March 31, 2022, the Company was in compliance with these covenants. The following table presents detailed information with respect to each borrowing under the Repurchase Agreement as of March 31, 2022:
| March 31, 2022
| Collateral |  | Borrowings Under Repurchase Agreement
| Principal Amount |  | Carrying Value |  | Fair Value |  | Borrowing Date |  | Principal Amount |  | Interest Rate
330 Tryon DE LLC | $ | 22,800,000 |  |  | $ | 22,903,651 |  |  | $ | 22,638,331 |  |  | 2/18/2022 |  | $ | 18,240,000 |  |  | Term SOFR +2.015% (0.10% floor)
1389 Peachtree St, LP; 1401 Peachtree St, LP; and 1409 Peachtree St, LP | 53,970,491 |  |  | 54,221,854 |  |  | 53,083,178 |  |  | 2/18/2022 |  | 40,285,866 |  |  | Term SOFR + 2.465%
AGRE DCP Palm Springs, LLC | 43,222,381 |  |  | 43,696,133 |  |  | 43,738,712 |  |  | 2/18/2022 |  | 28,094,548 |  |  | Term SOFR + 1.315% (1.80% floor)
Patrick Henry Recovery Acquisition, LLC | 18,000,000 |  |  | 18,041,590 |  |  | 18,049,540 |  |  | 2/18/2022 |  | 14,400,000 |  |  | Term SOFR +0.865% (1.50% floor)
University Park Berkeley, LLC | 25,815,378 |  |  | 25,995,342 |  |  | 26,008,381 |  |  | 2/18/2022 |  | 17,329,135 |  |  | Term SOFR + 1.365% (1.50% floor)
| $ | 163,808,250 |  |  | $ | 164,858,570 |  |  | $ | 163,518,142 |  |  |  |  | $ | 118,349,549 |  |  |
For the three months ended March 31, 2022, the Company borrowed $118.3 million under the Repurchase Agreement and did not make any repayments. Mortgage Loan Payable As of March 31, 2022, the Company had a $31.8 million mortgage loan payable collateralized by a multi-tenant office building that the Company acquired through foreclosure. The following table presents certain information about the mortgage loan payable as of March 31, 2022 and December 31, 2021:
|  |  |  |  |  | March 31, 2022 |  | December 31, 2021
Lender |  | Current Interest Rate |  | Maturity Date |  | Principal Amount |  | Carrying Value |  | Carrying Value of Collateral |  | Principal Amount |  | Carrying Value |  | Carrying Value of Collateral
Centennial Bank |  | LIBOR + 3.85% (LIBOR Floor of 2.23%) |  | September 27, 2022 |  | $ | 31,757,725 |  |  | $ | 31,963,840 |  |  | $ | 44,627,576 |  |  | $ | 31,962,692 |  |  | $ | 32,134,295 |  |  | $ | 46,067,129 |
Scheduled Debt Principal Payments Scheduled debt principal payments for each of the five calendar years following March 31, 2022 are as follows:
Years Ending December 31, |  | Total
2022 (April 1 to December 31) |  | $ | 31,757,725 |
2023 |  | — |
2024 |  | 241,472,698 |
2025 |  | — |
2026 |  | 85,125,000 |
2027 |  | — |
Thereafter |  | — |
|  | 358,355,423 |
Unamortized deferred financing costs |  | (6,269,467) |
Total |  | $ | 352,085,956 |
At March 31, 2022 and December 31, 2021, the unamortized deferred debt issuance costs were $6.3 million and $5.9 million, respectively. Obligations Under Participation Agreements and Secured BorrowingAs discussed in Note 2, the Company follows the guidance in ASC 860 when accounting for loan participations and loans sold. Such guidance requires the transferred interests meet certain criteria in order for the transaction to be recorded as a sale. Loan participations and loans transferred from the Company which do not qualify for sale treatment remain on the Company’s consolidated balance sheets and the proceeds are recorded as obligations under participation agreements or secured borrowing, as applicable. As of March 31, 2022 and December 31, 2021, obligations under participation agreements had a carrying value of approximately $58.6 million and $42.2 million, respectively, and the carrying value of the loans that are associated with these obligations under participation agreements was approximately $124.6 million and $101.0 million, respectively, (see “Participation Agreements” in Note 7). Additionally, as of March 31, 2022 and December 31, 2021, secured borrowing had a carrying value of approximately $37.5 million and $34.6 million, and the carrying value of the loan that is associated with the secured borrowing was $54.4 million and $50.3 million, respectively. The weighted-average interest rate on the obligations under participation agreements and secured borrowing was approximately 11.1% and 10.4% as of March 31, 2022 and December 31, 2021, respectively.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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