Quarterly report pursuant to Section 13 or 15(d)

Notes Payable

v3.22.2
Notes Payable
 6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Notes Payable NOTES PAYABLE
On July 22, 2020, the Operating Company entered into a $150.0 million Note Purchase Agreement, pursuant to which it issued two tranches of notes (the “2020 Private Placement Notes”). As of June 30, 2022 and December 31, 2021, unamortized deferred financing costs were $1.6 million and $1.9 million, respectively, and the net carrying value of the 2020 Private Placement Notes was $148.4 million and $148.1 million, respectively. The 2020 Private Placement Notes have two tranches: a 5-year 3.9% fixed rate tranche that matures on July 22, 2025 and a 7-year 4.15% fixed rate tranche that matures on July 22, 2027. The 2020 Private Placement Notes contain various financial covenants applicable to the Operating Company. The covenants, as amended in June 3, 2022, require the Operating Company to maintain (1) a debt to EBITDA ratio of no more than 3.75x, (2) minimum liquidity of $15.0 million, and (3) minimum quarterly EBITDA of $15.0 million and a minimum EBITDA for the trailing four fiscal quarters of $80.0 million. The 2020 Private Placement Notes are collateralized by the assets of the Operating Company.
On June 3, 2022, the Operating Company entered into a $150.0 million note purchase agreement pursuant to which the Operating Company issued two tranches of senior notes in private placement with a weighted-average interest rate of 5.05% as of the issuance date. The transaction consists of $75.0 million of 5.00% notes with a ten-year term maturing on July 12, 2032, and $75.0 million of 5.10% notes with a twelve-year term maturing on July 12, 2034 (the “2022 Private Placement Notes,” and together with the 2020 Private Placement Notes, the “Private Placement Notes”). The 2022 Private Placement Notes are collateralized by the assets of the Operating Company. The funding of the 2022 Private Placement Notes closed in July 2022.
The 2022 Private Placement Notes contain covenants that, among other things, limit the Company’s ability to: incur indebtedness; create, incur or allow liens; merge with other companies; engage in new or different lines of business; and engage in transactions with affiliates. The 2022 Private Placement Notes also contain financial covenants requiring the Operating Company to maintain (1) a debt to EBITDA ratio of no more than 3.75x, (2) minimum liquidity of $15.0 million and (3) minimum quarterly EBITDA of $15.0 million and minimum EBITDA for the trailing four fiscal quarters of $80.0 million.
As of June 30, 2022, the Company was in full compliance with all debt covenants.
The following table presents scheduled principal payments of the Operating Company’s debt as of June 30, 2022 (in thousands):
2022 $ — 
2023 — 
2024 — 
2025 75,000 
2026 — 
Thereafter 75,000 
Total $ 150,000 
The Company typically incurs and pays debt issuance costs when entering into a new debt obligation or when amending an existing debt agreement. Debt issuance costs related to the Operating Company’s Private Placement Notes are recorded as a reduction of the corresponding debt obligation. All debt issuance costs are amortized over the remaining term of the related obligation.
The following table presents the activity of the Company’s debt issuance costs for the six months ended June 30, 2022 (in thousands):
Unamortized debt issuance costs as of December 31, 2021 $ 1,858 
Amortization of debt issuance costs (214)
Unamortized debt issuance costs as of June 30, 2022 $ 1,644 
Interest expense was $1.5 million and $3.0 million for both the three and six months ended June 30, 2022 and 2021, respectively.