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Debt
3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Debt

7. Debt

As of March 31, 2022, the Company's debt is comprised of three instruments: $24.4 million of publicly traded senior unsecured notes which were issued in 2018, a $10.0 million line of credit which commenced in June 2018, and $10.5 million of privately placed subordinated notes.  A summary of the Company's outstanding debt is as follows (dollars in thousands):

 

 

 

March 31,

2022

 

 

December 31,

2021

 

Senior unsecured notes

 

$

23,991

 

 

$

23,926

 

Subordinated notes

 

 

9,651

 

 

 

9,638

 

Line of credit

 

 

5,000

 

 

 

 

Paycheck Protection Program loan *

 

 

 

 

 

 

Total

 

$

38,642

 

 

$

33,564

 

*

The PPP loan was embedded into the line of credit facility.  See below.

 

Senior unsecured notes

The Company issued $25.3 million of public senior unsecured notes (the "Notes") in 2018.  The Notes bear an interest rate of 6.75% per annum, payable quarterly at the end of March, June, September and December and mature on September 30, 2023.  The Company may redeem the Notes, in whole or in part, at face value at any time after September 30, 2021.

 

The Company did not repurchase any of the Notes for the three months ended March 31, 2022 and 2021.  

 

 

Subordinated notes

The Company also has outstanding $10.5 million of Subordinated Notes maturing on September 30, 2038.  The Subordinated Notes bear an interest rate of 7.5% per annum until September 30, 2023, and 12.5% thereafter, and allow for four quarterly interest payment deferrals.  Interest is payable quarterly at the end of March, June, September and December.  Beginning September 30, 2021, the Company may redeem the Subordinated Notes, in whole or in part, for a call premium of $1.1 million.  The call premium escalates each quarter to ultimately $1.75 million on September 30, 2023, then steps up to $3.05 million on December 31, 2023, and increases quarterly at a 12.5% per annum rate thereafter.  

As of March 31, 2022, the carrying value of the Notes and Subordinated Notes are offset by $390,000 and $849,000 of debt issuance costs, respectively.  The debt issuance costs will be amortized through interest expense over the life of the loans.

 

Line of credit

The Company maintains a $10.0 million line of credit with a national bank (the “Lender”).  The line of credit bears interest at the London Interbank rate ("LIBOR") plus 2.75% per annum, payable monthly.  The agreement includes several financial debt covenants, including a minimum tangible net worth, a minimum fixed-charge coverage ratio, and minimum statutory risk-based capital levels.  As of March 31, 2022, the Company had $5.0 million outstanding on the line of credit.  On June 18, 2021, the line of credit was renewed with a maturity of December 1, 2022.

 

Financial debt covenants

The Subordinated Notes and the line of credit contain identical restrictive financial debt covenants that relate to the Company’s minimum tangible net worth, minimum fixed-charge coverage ratios, dividend paying capacity, reinsurance retentions, risk-based capital ratios, and debt to total capital.  As of March 31, 2022, the Company was not in compliance with the tangible net worth and the debt to total capital financial covenants.  On May 9, 2022, the holders of the Subordinated Notes waived the March 31, 2022 tangible net worth and debt to total capital requirements.  On May 11, 2022, the holders of the line of credit waived the March 31, 2022 tangible net worth and total debt to capital requirements.  Management expects to be in compliance with all debt covenants in future periods.

On May 9, 2022, the Subordinated Notes agreement was amended to exclude changes in unrealized gains or losses in the debt securities investment portfolio of the Company subsequent to December 31, 2021, when calculating the debt covenant ratios.  With this amendment, the Company would not have breached the Subordinated Notes covenants at March 31, 2022.  

 

Paycheck Protection Program loan

On April 24, 2020, the Company received a $2.7 million loan from the line of credit Lender pursuant to the Paycheck Protection Program of the CARES Act administered by the U.S. Small Business Administration (“SBA”).  The Company received notice from the SBA that the loan was 100% forgiven, including accrued interest, on July 8, 2021.  This resulted in a $2.8 million gain that was included in Other Gains on the Consolidated Statement of Operations in the third quarter of 2021.