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Note 9 - Senior Notes and Unsecured Revolving Credit Facility
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Debt Disclosure [Text Block]

9. Senior Notes and Unsecured Revolving Credit Facility

 

Indebtedness consisted of the following:

 

  

June 30,

  

December 31,

 
  

2020

  

2019

 
  

(Dollars in thousands)

 

7.25% Senior Notes due 2022, net

 $295,124  $304,832 

Unsecured revolving credit facility

      

Total Indebtedness

 $295,124  $304,832 

 

On March  17, 2017, the Company completed the sale of $250 million in aggregate principal amount of 7.25% Senior Notes due 2022 (the "Existing Notes"), in a private placement. The Existing Notes were issued at an offering price of 98.961% of their face amount, which represented a yield to maturity of 7.50%. On May 4, 2017, the Company completed a tack-on private placement offering through the sale of an additional $75 million in aggregate principal amount of the 7.25% Senior Notes due 2022 ("Additional Notes"). The Additional Notes were issued at an offering price of 102.75% of their face amount plus accrued interest since March 17, 2017, which represented a yield to maturity of 6.438%. Net proceeds from the Existing Notes were used to repay all borrowings outstanding under the Company’s senior unsecured revolving credit facility with the remainder used for general corporate purposes. Net proceeds from the Additional Notes were used for working capital, land acquisition and general corporate purposes. Interest on the Existing Notes and the Additional Notes (together, the "Notes") is paid semiannually in arrears on April  1 and October  1. The Notes were exchanged in an exchange offer for Notes that are identical to the original Notes, except that they are registered under the Securities Act, and are freely tradeable in accordance with applicable law.
 

The carrying amount of our Senior Notes listed above at  June 30, 2020 is net of the unamortized discount of $0.8 million, unamortized premium of $0.6 million, and unamortized debt issuance costs of $2.2 million, each of which are amortized and capitalized to interest costs on a straight-line basis over the respective terms of the notes which approximates the effective interest method. The carrying amount for the Senior Notes listed above at December 31, 2019, is net of the unamortized discount of $1.1 million, unamortized premium of $0.9 million, and unamortized debt issuance costs of $3.0 million.

 

The Notes are general senior unsecured obligations that rank equally in right of payment to all existing and future senior indebtedness, including borrowings under the Company's senior unsecured revolving credit facility. The Notes contain certain restrictive covenants, including a limitation on additional indebtedness and a limitation on restricted payments. Restricted payments include, among other things, dividends, investments in unconsolidated entities, and stock repurchases. Under the limitation on additional indebtedness, we are permitted to incur specified categories of indebtedness but are prohibited, aside from those exceptions, from incurring further indebtedness if we do not satisfy either a leverage condition or an interest coverage condition. Exceptions to the limitation include, among other things, borrowings of up to $260 million under existing or future bank credit facilities, non-recourse indebtedness, and indebtedness incurred for the purpose of refinancing or repaying certain existing indebtedness. Under the limitation on restricted payments, we are also prohibited from making restricted payments, aside from certain exceptions, if we do not satisfy either condition. In addition, the amount of restricted payments that we can make is subject to an overall basket limitation, which builds based on, among other things, 50% of consolidated net income from January 1, 2017 forward and 100% of the net cash proceeds from qualified equity offerings. Exceptions to the foregoing limitations on our ability to make restricted payments include, among other things, investments in joint ventures and other investments up to 15% of our consolidated tangible net assets and a general basket of $15 million. The Notes are guaranteed, on an unsecured basis, jointly and severally, by all of the Company's 100% owned subsidiaries. See Note 17 for information about the guarantees and supplemental financial statement information about our guarantor subsidiaries group and non-guarantor subsidiaries group.

 

During the three months ended June 30, 2020, the Company repurchased and retired approximately $5.8 million in face value of the Notes for a cash payment of approximately $5.0 million.  Total repurchases of the Notes for the six months ended June 30, 2020 equaled approximately $10.5 million in face value of the Notes for a cash payment of approximately $9.8 million. For the three and six months ended June 30, 2020, the Company recognized a gain on early extinguishment of debt of $0.7 million and $0.6 million, respectively, which included the write off of approximately $49,000 and $95,000, respectively, of unamortized discount, premium and debt issuance costs associated with the Notes retired.  During the three months ended June 30, 2019, the Company repurchased and retired approximately $7.0 million in face value of the Notes for a cash payment of approximately $6.3 million.  Total repurchases of the Notes for the six months ended June 30, 2019, equaled $12.0 million in face value of the Notes for a cash payment of approximately $10.9 million. For the three and six months ended June 30, 2019, the Company recognized a gain on early extinguishment of debt of $0.6 million and $1.0 million, respectively, which included the write off of approximately $90,000 and $160,000, respectively, of unamortized discount, premium and debt issuance costs associated with the Notes retired.   

 

The Company has an unsecured revolving credit facility ("Credit Facility") with a bank group.  On June 26, 2020, the Company entered into a Third Modification Agreement (the “Modification”) to its Amended and Restated Credit Agreement.  The Modification, among other things, (i) extended the maturity date of the revolving credit facility to September 30, 2021, (ii) decreased (A) the total commitments under the facility to $60 million from $130 million and (B) the accordion feature to $150 million from $200 million, subject to certain financial conditions, including the availability of bank commitments, (iii) reduced the Company's minimum consolidated tangible net worth covenant from $180 million to $150 million plus 50% of the cumulative consolidated net income earned by the Company and its guarantors from and after March 31, 2020 plus 50% of the aggregate proceeds received by the Company (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter commencing on or after March 31, 2020, (iv) reduced the maximum net leverage ratio (subject to a minimum liquidity amount of $10 million) ("net leverage ratio") from 65% to 60%, (v) modified the restriction on secured indebtedness to an aggregate maximum of $10 million, and (vi) modified the restriction on repurchases of the Company's senior notes as follows:

 

Net Leverage Ratio Maximum Repurchases per Quarter
Greater than 55% None permitted
Less than or equal to 55% $5,000,000
Less than or equal to 50% $10,000,000
Less than or equal to 45% No Restriction

 

 As of June 30, 2020, we had no borrowings outstanding under the credit facility. Interest is payable monthly and is charged at a rate of 1-month LIBOR plus a margin ranging from 3.50% to 4.50% depending on the Company’s leverage ratio as calculated at the end of each fiscal quarter; provided that LIBOR shall be subject to a LIBOR floor. As of June 30, 2020, the interest rate under the Credit Facility was 5.00%. Pursuant to the Credit Facility, the Company is required to maintain certain financial covenants as defined in the Credit Facility, including (i) a minimum tangible net worth; (ii) maximum leverage ratios; (iii) a minimum liquidity covenant; and (iv) a minimum fixed charge coverage ratio based on EBITDA (as detailed in the Credit Facility) to interest incurred or if this test is not met, the Company maintains unrestricted cash equal to not less than the trailing 12 month consolidated interest incurred. As of June 30, 2020, the Company was in compliance with all financial covenants.  

 

The Credit Facility, as amended by the Modification, also provides a $10.0 million sublimit for letters of credit, subject to conditions set forth in the agreement. As of  June 30, 2020 and December 31, 2019, the Company did not have any outstanding letters of credit issued under the Credit Facility.  Debt issuance costs for the unsecured revolving credit facility, which totaled $0.5 million as of June 30, 2020, are included in other assets and amortized and capitalized to interest costs on a straight-line basis over the term of the agreement.

On April 15, 2020, TNHC Realty and Construction, Inc., a wholly-owned operating subsidiary of the Company, received approval and funding pursuant to a promissory note evidencing an unsecured loan in the amount of approximately $7.0 million (the "Loan") under the Paycheck Protection Program (the "PPP").  The PPP was established under the CARES Act and is administered by the U.S. Small Business Administration ("SBA").  The Company intended to use the Loan for qualifying expenses in accordance with the terms of the CARES Act.  On April 23, 2020, the SBA, in consultation with the Department of Treasury, issued new guidance that created uncertainty regarding the qualification requirements for a PPP loan.  On April 24, 2020, out of an abundance of caution, the Company elected to repay the Loan and initiated a repayment of the full amount of the Loan to the lender.