Quarterly report pursuant to Section 13 or 15(d)

DEBT AND OTHER LONG-TERM OBLIGATIONS

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DEBT AND OTHER LONG-TERM OBLIGATIONS
 3 Months Ended
Nov. 30, 2023
DEBT AND OTHER LONG-TERM OBLIGATIONS  
DEBT AND OTHER LONG-TERM OBLIGATIONS

NOTE 6 – DEBT AND OTHER LONG-TERM OBLIGATIONS

As of November 30, 2023, the outstanding principal and deferred financing costs of the Company’s loans are as follows:

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​

​

​

​

(In thousands)

​

November 30, 2023

Single-Family Rental Home Note Payable

​

$

3,974

Lost Creek Note Payable

​

​

3,000

Total outstanding principal

​

​

6,974

Deferred financing costs

​

​

(66)

Less current maturities, net of current deferred financing costs

​

​

(34)

Debt, less current portion

​

$

6,874

​

As of November 30, 2023, the scheduled maturities (i.e. principal payments) of the Company’s loans are as follows:

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​

​

​

​

(In thousands)

​

Scheduled principal payments

Within 1 year

​

$

42

Year 2

​

​

196

Year 3

​

​

424

Year 4

​

​

1,312

Year 5

​

​

3,146

Thereafter

​

​

1,854

Total principal payments

​

$

6,974

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SFR Note 1

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On November 29, 2021, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (SFR Note 1) with its primary bank to reimburse amounts expended for the construction of the first three single-family rental units. The SFR Note 1 has the following terms:

● Floating per annum interest rate equal to the Western Edition of the “Wall Street Journal” Prime Rate plus 0.5%, which has a floor of 3.75% and a ceiling of 4.25% (4.25% as of November 30, 2023). In the event of default, the interest rate on the SFR Note would be increased by adding an additional 2.0%
● Maturity date of December 1, 2026
● Six interest only payments from January 1, 2022 through June 1, 2022
● Fifty-three principal and interest payments each month which began July 1, 2022 in the amount of $4,600 each
● Estimated final principal and interest balloon payment of $0.9 million payable on December 1, 2026
● Secured by three single-family rental homes
● Required minimum debt service coverage ratio of 1.10, measured annually based on audited financial statements (which the Company satisfied as of August 31, 2023), calculated as net operating income less distributions divided by required principal and interest payments, with net operating income defined as net income plus interest, depreciation, and amortization.

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SFR Note 2

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On August 30, 2023, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (SFR Note 2) with its primary bank to reimburse amounts expended for the construction of the next 11 single-family rental homes. The SFR Note 2 has the following terms:

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● Initial principal amount of $3.0 million
● An interest rate of 7.51%. In the event of default, the interest rate on the SFR Note 2 would be increased by adding an additional 5.0%
● Maturity date of August 30, 2028
● Fifty-nine principal and interest payments each month beginning September 30, 2023 in the amount of $21,200 each
● Estimated final principal and interest balloon payment of $2.9 million payable on August 30, 2028
● Secured by 11 single-family rental homes
● Required minimum EBITDA of $3.0 million, measured annually at each fiscal year end (which the Company satisfied as of August 31, 2023).

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Lost Creek Note

​

On June 28, 2022, the Company entered a loan with its primary bank to fund the acquisition of 370 acre-feet of water rights the Company acquired on June 27, 2022, in the Lost Creek Designated Groundwater Basin area of Colorado (Lost Creek Note). The Lost Creek Note has an original principal balance of $3.0 million, a ten-year maturity, monthly interest only payments averaging $12,000 per month for thirty-six months which began on July 28, 2022, twenty-four monthly principal and interest payments of $42,000 beginning on July 28, 2025, fifty-nine monthly principal and interest payments of $32,000 beginning on July 28, 2027, and a balloon payment of less than $0.8 million plus unpaid and accrued interest due on June 28, 2032. The Lost Creek Note has a thirty-year amortization period and a fixed per annum interest rate equal to 4.90%. The Lost Creek Note is secured by the Lost Creek Water rights acquired with the note and any fees derived from the use of the Lost Creek Water rights. The Lost Creek Note does not contain any financial covenants.

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Working Capital Line of Credit

On January 31, 2022, the Company entered a Business Loan Agreement (Working Capital LOC) with its primary bank to provide a $5.0 million operating line of credit. The Working Capital LOC has a two-year maturity, monthly interest only payments if the line is drawn upon with unpaid principal and interest due at maturity, and a floating per annum interest rate equal to the Wall Street Journal Prime Rate plus 0.5% (9.0% as of November 30, 2023), which has a floor of 3.75%. In the event of default, the interest rate on the Working Capital LOC would be increased by an additional 2.0%. As of November 30, 2023, the Company has not drawn on the Working Capital LOC.

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Letters of Credit

At November 30, 2023, the Company has seven Irrevocable Letters of Credit (LOCs) outstanding. The LOCs are to guarantee the Company’s performance related to certain construction projects at Sky Ranch. The Company has the full intent and ability to perform on the contracts, after which, the LOC’s will expire at various dates from June 2024 through November 2024. As of November 30, 2023, the LOCs totaled $2.9 million, which are secured by cash balances maintained in restricted cash accounts at the Company’s bank, renew annually at various dates and have a 1% annual fee.