Long-Term Debt | NOTE 14. LONG-TERM DEBT Convertible Senior Notes In August 2017 and September 2017, the Company issued in aggregate $136.8 million of 5.875% Convertible Senior Notes (“Convertible Notes”) maturing on August 1, 2037, unless earlier repurchased, redeemed or converted. Interest is payable semi-annually in arrears, on February 1, and August 1 of each year, commencing in 2018. As of March 31, 2021, the Company had $22.3 million of the Convertible Notes outstanding, net of issuance and debt discount costs in aggregate of approximately, $1.1 million. For the three months ended March 31, 2021 and 2020, the Company made interest payments, net of affiliated Convertible Notes of approximately $687,800 and $687,800 respectively on the Convertible Notes. Senior Secured Credit Facility In December 2018, the Company entered into a five-year Term Loan Facility: The principal amount of the Term Loan Facility amortizes in quarterly installments, beginning with the close of the fiscal quarter ending March 31, 2019, in an amount equal to $1.9 million per quarter, with the remaining balance payable at maturity. As of December 31, 2020, there was $60.0 million in aggregate principal outstanding on the Term Loan Facility. As of March 31, 2021, the balance of the term loan was $58.1 million. For the three months ended March 31, 2021 and 2020, the Company made interest payments of approximately $706,800 and $1.2 million on the term loan, respectively. Revolving Credit Facility : The Revolving Credit Facility allows for borrowings of up to $50.0 million inclusive of a $5.0 million sublimit for the issuance of letters of credit and a $10.0 million sublimit for swingline loans. As of March 31, 2021, and December 31, 2020, the Company had $10.0 million of borrowings and no letters of credit outstanding under the Revolving Credit Facility. For the three months ended March 31, 2021 and 2020, the Company made interest payments of approximately $116,805 and $265,900 under the revolving credit facility, respectively. At March 31, 2021, the Company’s, effective interest rate for the Term Loan and for the Revolving Credit Facility was 3.38%. The Company monitors the rates prior to the reset date which allows it to establish if the payment is monthly or quarterly based on the most beneficial rate used to calculate the interest payment. At March 31, 2021, the Company closed the July 1, 2020 standby letter of credit in the amount of $31.5 million that was issued by Regions Bank. On June 1, 2020, the Company amended the Credit Agreement by entering into the Third Amendment to Credit Agreement (the “Third Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The Third Amendment modified the Credit Agreement to increase the letter of credit sublimit from $ 5 million to $ 40 million and to make related modifications to certain of the negative covenants in the Credit Agreement. On April 27, 2020, the Company amended the Credit Agreement by entering into the Second Amendment to Credit Agreement (the “Second Amendment”) with the lenders from time to time party to the Credit Agreement, and Regions Bank, as administrative agent and collateral agent. The Second Amendment modified the negative covenants in the Credit Agreement to permit the Company to make acquisitions and investments if, after giving effect to the acquisition or investment, either (1) the Company has an aggregate of $25.0 million in cash and availability under the revolving credit facility or (2) the consolidated leverage ratio under the Credit Agreement is at least a quarter turn less than the required ratio for the trailing four quarters. The amendment gives the Company more flexibility to make acquisitions and investments in the future. All other material terms of the Credit Agreement remain unchanged. Mortgage Loan In October 2017, the Company and its subsidiary, Skye Lane Properties LLC, jointly obtained a commercial real estate mortgage loan in the amount of $12.7 million, bearing interest of 4.95% per annum and maturing on October 30, 2027. On October 30, 2022, the interest rate shall adjust to an interest rate equal to the annualized interest rate of the United States 5-year Treasury Notes as reported by Federal Reserve on a weekly average basis plus 3.10%. The Company makes monthly principal and interest payments towards the loan. For each of the respective three-month periods ended March 31, 2021 and 2020, the Company made principal and interest payments of approximately $223,200 on the mortgage loan. FHLB Loan Agreements In December 2018, a subsidiary of the Company received a 3.094% fixed interest rate cash loan of $19.2 million from the Federal Home Loan Bank (“FHLB”) Atlanta. In connection with the loan agreement, the subsidiary became a member of FHLB. Membership in the FHLB required an investment in FHLB’s common stock which was purchased in December 2018 and valued at $1.4 million. Additionally, the transaction required the acquired FHLB common stock and certain other investments to be pledged as collateral. As of March 31, 2021, the fair value of the collateralized securities was $22.2 million and the equity investment in FHLB common stock was $1.2 million. As of March 31, 2021, and 2020, the Company made quarterly interest payments as per the terms of the loan agreement of approximately $150,160 and $150,000, respectively. As of March 31, 2021, and December 31, 2020, the Company also holds other common stock from FHLB Des Moines, and FHLB Boston valued at $139,300 and $76,600 The following table summarizes the Company’s debt and credit facilities as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (in thousands) Convertible debt $ 23,413 $ 23,413 Mortgage loan 11,750 11,827 Term loan facility 58,125 60,000 Revolving credit facility 10,000 10,000 FHLB loan agreement 19,200 19,200 Total principal amount $ 122,488 $ 124,440 Less: unamortized discount and issuance costs $ 2,987 $ 3,442 Total long-term debt $ 119,501 $ 120,998 As of the date of this report, we were in compliance with the applicable terms of all our covenants and other requirements under the Credit Agreement, Convertible Notes indenture, cash borrowings and other loans. Our ability to secure future debt financing depends, in part, on our ability to remain in such compliance. Provided there is no default or an event of default, we are permitted to payout dividends in an aggregate amount not to exceed $10.0 million in any fiscal year. The covenants and other requirements under the revolving agreement represent the most restrictive provisions that we are subject to with respect to our long-term debt. The schedule of principal payments on long-term debt as of March 31, 2021 is as follows: Year Amount (In thousands) 2021 remaining $ 5,855 2022 7,822 2023 74,539 2024 354 2025 374 Thereafter 33,544 Total $ 122,488 |