Quarterly report pursuant to Section 13 or 15(d)

NOTES PAYABLE

v3.22.2.2
NOTES PAYABLE
 9 Months Ended
Sep. 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 the Operating Company issued two tranches of notes (the “2020 Private Placement Notes”). 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.
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 a private placement. The transaction consisted 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”).
Under the terms of the Private Placement Notes, certain of the Operating Company’s assets are pledged as collateral. The Private Placement Notes contain covenants that, among other things, limit the Operating 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 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 September 30, 2022 and December 31, 2021, unamortized deferred financing costs were $2.8 million and $1.9 million, respectively, and the net carrying value of the Private Placement Notes was $297.2 million and $148.1 million, respectively. As of September 30, 2022, the Company was in full compliance with all debt covenants.
The following table presents scheduled principal payments of the Private Placement Notes as of September 30, 2022 (in thousands):
2025 $ 75,000 
2026 — 
Thereafter 225,000 
Total $ 300,000 
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 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 nine months ended September 30, 2022 (in thousands):
Unamortized debt issuance costs as of December 31, 2021 $ 1,858 
Debt issuance costs incurred 1,324 
Amortization of debt issuance costs (346)
Unamortized debt issuance costs as of September 30, 2022 $ 2,836 
During the three and nine months ended September 30, 2022 and 2021, interest expense was $3.2 million and $6.2 million, respectively, and $1.5 million and $4.5 million, respectively.