Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.23.1
Subsequent Events
12 Months Ended
Dec. 31, 2022
Subsequent Events  
Subsequent Events

23. Subsequent Events

On January 10, 2023, the Company paid a dividend of $0.13 per share, or $5,342,160 in the aggregate, to common shareholders of record as of December 31, 2022.

On January 10, 2023, William C. Haydon, resigned from his position as the Chief Investment Officer, Chief Credit Officer and Director Investor Relations of the Company.

From January 3, 2023 through March 30, 2023, the Company sold an aggregate of 2,479,798 common shares under its at-the-market offering facility, realizing gross proceeds of approximately $9.4 million. Additionally, over the same period, the Company sold shares of its Series A Preferred Stock having an aggregate liquidation preference of $154,675 under its at-the-market offering facility. The gross proceeds from the sale of these shares were $139,500 representing a discount of approximately 10% from the liquidation preference.

In February 2023, the Company granted an aggregate of 44,500 restricted common shares (having a market value of approximately $141,000) to its employees. One-third of such shares vested immediately on the grant date, and an additional one-third will vest on each of the first and second anniversaries of the grant date.

On February 28, 2023, the Company refinanced its then existing $1.4 million adjustable-rate mortgage loan, obtained in November 2021 from New Haven Bank with a new $1.66 million adjustable-rate mortgage loan from New Haven Bank. The new loan accrues interest at an initial rate of 5.75% per annum for the first 60 months. The interest rate will be adjusted on each of March 1, 2028 and March 1, 2033 to the then published 5-year Federal Home Loan Bank of Boston Classic Advance Rate, plus 1.75%. Beginning on April 1, 2023 and through March 1, 2038, principal and interest will be due and payable on a monthly basis. All payments under the new loan are amortized based on a 20-year amortization schedule. The unpaid principal amount of the loan and all accrued and unpaid interest are due and payable in full on March 1, 2038. The new loan is a non-recourse obligation, secured primarily by a first mortgage lien on the properties located 698 Main Street, Branford, Connecticut and 568 East Main Street, Branford, Connecticut, which are owned by the Company.

On March 2, 2023, the Company entered into a Credit and Security Agreement (the “Credit Agreement”), with Needham Bank, a Massachusetts co-operative bank, as the administrative agent (the “Administrative Agent”) for the lenders party thereto (the “Lenders”) with respect to a $45 million revolving credit facility (the “Credit Facility”). Under the Credit Agreement, the Company also has the right to request an increase in the size of the Credit Facility up to $75 million, subject to certain conditions, including the approval of the Lenders. Loans under the Credit Facility accrue interest at the greater of (i) the annual rate of interest equal to the “prime rate,” as published in the “Money Rates” column of The Wall Street Journal minus one-quarter of one percent (0.25%), and (ii) four and one-half percent (4.50%). All amounts borrowed under the Credit Facility are secured by a first priority lien on virtually all

Company’s assets. Assets excluded from the lien include real estate owned by the Company (other than real estate acquired pursuant to foreclosure) and mortgages sold to Churchill under the Facility. The Credit Facility expires March 2, 2026 but the Company has a right to extend the term for one year upon the consent of the Administrative Agent and the Lenders, which consent cannot be unreasonably withheld, and so long as it is not in default and satisfies certain other conditions. All outstanding revolving loans and accrued but unpaid interest are due and payable on the expiration date. The Company may terminate the Credit Facility at any time without premium or penalty by delivering written notice to the Administrative Agent at least ten (10) days prior to the proposed date of termination.

Management has evaluated subsequent events through March 30, 2023 the date on which the consolidated financial statements were available to be issued. Based on the evaluation, no adjustments were required in the accompanying consolidated financial statements.