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Debt:
12 Months Ended
Dec. 31, 2016
Debt:  
Debt:

7.     Debt:

 

Line of Credit

 

As of December 31, 2016, there was $23.4 million in borrowings outstanding under the Company’s revolving credit facility with The PrivateBank and Trust Company and BMO Harris Bank N.A. (the “Line of Credit”) bearing interest ranging from 2.95% to 3.75%.

 

During 2014, the Line of Credit was amended to, among other things, amend certain financial covenant calculations to remove the effect of the 2014 Special Dividend in such calculations, to reduce the applicable margin on the interest rate options, and to extend the termination date from February 29, 2016 to February 28, 2018.

 

In April 2015, the Line of Credit was amended to, among other things:

 

·

Provide the consent of the lenders for the Tender Offer;

·

Increase the aggregate commitments from $35.0 million to $60.0 million to partially fund the Tender Offer;

·

Extend the termination date from February 28, 2018 to May 14, 2019;

·

Amend the tangible net worth covenant calculation to remove the effect of the Tender Offer and amend the leverage ratio to allow for an increase in the maximum of such ratio for a period of approximately two years from the effective date of the amendment;

·

Provide for a change in the applicable margin on the interest rate options based upon the leverage ratio;

·

Provide for additional LIBOR interest periods of six months and twelve months and remove the fixed rate interest options; and

·

Permit the Company to sell up to $30 million in term notes to Prudential Investment Management, Inc., its affiliates and managed accounts (“Prudential”) to partially fund the Tender Offer.

 

The Line of Credit has been and will continue to be used for general corporate purposes.  During 2015, the Line of Credit was used to finance in part the Tender Offer (as indicated above).  During 2014, the Line of Credit was used to finance in part the 2014 Special Dividend (as indicated above).  Borrowings under the Line of Credit are subject to certain borrowing base limitations, and 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 tangible net worth and maximum levels of leverage (all as defined within the Line of Credit).  In May 2016 and each subsequent May thereafter through the term of the facility, the aggregate commitments under the Line of Credit automatically reduce by $5.0 million.  As of December 31, 2016, the Company was in compliance with all of its financial covenants and the Company’s additional borrowing availability under the Line of Credit was $31.6 million.

 

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 LIBOR Rate (as defined) plus an applicable margin of 0% and 2.25%, respectively.  Interest periods for LIBOR borrowings can be one,  two,  three,  six or twelve months, as selected by the Company.  The Line of Credit also provides for non-utilization fees of 0.25% per annum on the daily average of the unused commitment.

 

Notes Payable

 

In May 2015, the Company entered into a $25.0 million Note Agreement (the “Note Agreement”) with Prudential.  Proceeds from the Note Agreement of $25.0 million were used to finance in part the Tender Offer (as indicated above).

As of December 31, 2016, the Company had $22.0 million in principal outstanding under the Note Agreement.

 

The final maturity of the notes is 10 years.  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.  The 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. 

 

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 tangible net worth and maximum levels of leverage (all as defined within the Note Agreement).  As of December 31, 2016, the Company was in compliance with all of its financial covenants.

 

In connection with the Note Agreement, the Company incurred $112,800 in debt issuance costs, of which unamortized amounts are presented as a direct deduction from the carrying amount of the related liability.