Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | REGIONAL HEALTH PROPERTIES, INC. |
Entity Central Index Key | 0001004724 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | GA |
Entity Tax Identification Number | 81-5166048 |
Entity Primary SIC Number | 6519 |
Entity Address, Address Line One | 454 Satellite Boulevard NW |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Suwanee |
Entity Address, State or Province | GA |
Entity Address, Postal Zip Code | 30024 |
City Area Code | 678 |
Local Phone Number | 869-5116 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | |||
Property and equipment, net | $ 51,961 | $ 52,533 | $ 54,672 |
Cash | 6,196 | 4,186 | 4,383 |
Restricted cash | 2,991 | 3,306 | 3,655 |
Accounts receivable, net of allowance of $1,381 and $615 | 1,851 | 2,100 | 963 |
Prepaid expenses and other | 854 | 328 | 249 |
Notes receivable | 424 | 444 | 840 |
Intangible assets—bed licenses | 2,471 | 2,471 | 2,471 |
Intangible assets—lease rights, net | 152 | 158 | 462 |
Right-of-use operating lease assets | 32,811 | 33,740 | 37,287 |
Goodwill | 1,585 | 1,585 | 1,585 |
Lease deposits and other deposits | 514 | 514 | 517 |
Straight-line rent receivable | 7,158 | 6,660 | 6,674 |
Total assets | 108,968 | 108,025 | 113,758 |
LIABILITIES AND EQUITY (DEFICIT) | |||
Senior debt, net | 46,974 | 47,275 | 48,415 |
Bonds, net | 6,354 | 6,342 | 6,409 |
Other debt, net | 1,105 | 822 | 539 |
Accounts payable | 3,815 | 3,008 | 3,699 |
Accrued expenses | 3,178 | 2,225 | 2,613 |
Operating lease obligation | 34,978 | 35,884 | 39,262 |
Other liabilities | 1,439 | 1,365 | 1,078 |
Total liabilities | 97,843 | 96,921 | 102,015 |
Commitments and contingencies (Note 14) | |||
Stockholders' equity: | |||
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 1,688 shares issued and outstanding at December 31, 2020 and 2019 | 62,041 | 62,041 | 61,992 |
Preferred stock, no par value; 5,000 shares authorized; 2,812 shares issued and outstanding, redemption amount $70,288 at December 31, 2020 and 2019 | 62,423 | 62,423 | 62,423 |
Accumulated deficit | (113,339) | (113,360) | (112,672) |
Total stockholders' equity | 11,125 | 11,104 | 11,743 |
Total liabilities and stockholders' equity | $ 108,968 | $ 108,025 | $ 113,758 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | |||
Accounts receivable, allowance | $ 72 | $ 1,381 | $ 615 |
Common stock and additional paid-in capital, par value | $ 0 | $ 0 | $ 0 |
Common stock and additional paid-in capital, shares authorized | 55,000,000 | 55,000,000 | 55,000,000 |
Common stock and additional paid-in capital, shares issued | 1,688,000 | 1,688,000 | 1,688,000 |
Common stock and additional paid-in capital, shares outstanding | 1,688,000 | 1,688,000 | 1,688,000 |
Preferred stock, par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,812,000 | 2,812,000 | 2,812,000 |
Preferred stock, shares outstanding | 2,812,000 | 2,812,000 | 2,812,000 |
Preferred stock, redemption amount | $ 70,288 | $ 70,288 | $ 70,288 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||
Rental revenues | $ 4,081 | $ 4,297 | $ 16,325 | $ 19,043 |
Total revenues | 7,081 | 4,548 | 17,579 | 20,134 |
Expenses: | ||||
Facility rent expense | 1,640 | 1,640 | 6,558 | 6,645 |
Cost of management fees | 165 | 151 | 675 | 661 |
Depreciation and amortization | 650 | 776 | 2,894 | 3,438 |
General and administrative expenses | 1,036 | 877 | 3,373 | 3,192 |
Provision (recovery) for doubtful accounts | 40 | (2) | 925 | (281) |
Other operating expenses | 232 | 224 | 860 | 1,017 |
Total expenses | 5,966 | 3,666 | 15,285 | 14,672 |
Patient care expense | 2,203 | |||
Income from operations | 1,115 | 882 | 2,294 | 5,462 |
Other expense (income): | ||||
Interest expense, net | 687 | 715 | 2,777 | 5,265 |
Loss on extinguishment of debt | 2,458 | |||
Gain on disposal of assets | (7,141) | |||
Other expense | 394 | 144 | 121 | 6 |
Total other expense (income), net | 1,081 | 859 | 2,898 | 588 |
Other expense, net | 394 | 144 | 121 | 6 |
(Loss) income from continuing operations before income taxes | 34 | 23 | (604) | 4,874 |
(Loss) income from continuing operations | 34 | 23 | (604) | 4,874 |
(Loss) income from discontinued operations, net of tax | (13) | (37) | (84) | 626 |
Net (loss) income | 21 | (14) | (688) | 5,500 |
Net (Loss) income attributable to Regional Health Properties, Inc. | 21 | (14) | (688) | 5,500 |
Preferred stock dividends - undeclared | (2,249) | (2,249) | (8,997) | (8,997) |
Net loss attributable to Regional Health Properties, Inc. common stockholders | $ (2,228) | $ (2,263) | $ (9,685) | $ (3,497) |
Continuing Operations, after current period undeclared dividend, basic and diluted (in dollars per share) | $ (1.31) | $ (1.32) | $ (5.69) | $ (2.44) |
Discontinued operations, basic and diluted (in dollars per share) | (0.01) | (0.02) | (0.05) | 0.37 |
Net loss per share of common stock attributable to Regional Health Properties, Inc. | $ (1.32) | $ (1.34) | $ (5.74) | $ (2.07) |
Weighted average shares of common stock outstanding: | ||||
Basic and diluted | 1,688 | 1,688 | 1,688 | 1,688 |
Income from continuing operations | $ 34 | $ 23 | $ (604) | $ 4,874 |
Loss from discontinued operations, net of tax | $ (13) | $ (37) | $ (84) | $ 626 |
Net Loss per share of common stock attributable to Regional Health Properties, Inc. | ||||
Continuing operations, basic and diluted (in dollars per share) | $ (1.31) | $ (1.32) | $ (5.69) | $ (2.44) |
Discontinued operations, basic and diluted (in dollars per share) | (0.01) | (0.02) | (0.05) | 0.37 |
Net loss per share of common stock attributable to Regional Health Properties, Inc. | $ (1.32) | $ (1.34) | $ (5.74) | $ (2.07) |
Patient Care Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | $ 2,690 | |||
Management Fees | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 248 | $ 244 | $ 1,001 | $ 995 |
Other Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | $ 62 | $ 7 | $ 253 | $ 96 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Shares of Common Stock | Shares of Preferred Stock | Common Stock and Additional Paid-in Capital | Preferred Stock | Accumulated Deficit | ||
Balance at Dec. 31, 2018 | $ 6,151 | $ 61,900 | $ 62,423 | $ (118,172) | ||||
Balance (in shares) at Dec. 31, 2018 | [1] | 1,688,000 | ||||||
Balance (in shares) at Dec. 31, 2018 | 2,812,000 | |||||||
Stock-based compensation | 92 | 92 | ||||||
Net income (loss) | 5,500 | 5,500 | ||||||
Balance at Dec. 31, 2019 | $ 11,743 | 61,992 | 62,423 | (112,672) | ||||
Balance (in shares) at Dec. 31, 2019 | 1,688,000 | 1,688,000 | [1] | |||||
Balance (in shares) at Dec. 31, 2019 | 2,812,000 | 2,812,000 | ||||||
Stock-based compensation | $ 12 | 12 | ||||||
Net income (loss) | (14) | (14) | ||||||
Balance at Mar. 31, 2020 | 11,741 | 62,004 | 62,423 | (112,686) | ||||
Balance (in shares) at Mar. 31, 2020 | 1,688,000 | |||||||
Balance (in shares) at Mar. 31, 2020 | 2,812,000 | |||||||
Balance at Dec. 31, 2019 | $ 11,743 | 61,992 | 62,423 | (112,672) | ||||
Balance (in shares) at Dec. 31, 2019 | 1,688,000 | 1,688,000 | [1] | |||||
Balance (in shares) at Dec. 31, 2019 | 2,812,000 | 2,812,000 | ||||||
Stock-based compensation | $ 49 | 49 | ||||||
Net income (loss) | (688) | (688) | ||||||
Balance at Dec. 31, 2020 | $ 11,104 | 62,041 | 62,423 | (113,360) | ||||
Balance (in shares) at Dec. 31, 2020 | 1,688,000 | 1,688,000 | [1] | |||||
Balance (in shares) at Dec. 31, 2020 | 2,812,000 | 2,812,000 | ||||||
Net income (loss) | $ 21 | 21 | ||||||
Balance at Mar. 31, 2021 | $ 11,125 | $ 62,041 | $ 62,423 | $ (113,339) | ||||
Balance (in shares) at Mar. 31, 2021 | 1,688,000 | 1,688,000 | ||||||
Balance (in shares) at Mar. 31, 2021 | 2,812,000 | 2,812,000 | ||||||
[1] | Reflects our one-for-twelve reverse stock split that became effective on December 31, 2018. Refer to Note 1 - Summary of Significant Accounting Policies for further information. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net (Loss) income | $ 21 | $ (14) | $ (688) | $ 5,500 |
Loss (income) from discontinued operations, net of tax | 13 | 37 | 84 | (626) |
(Loss) income from continuing operations | 34 | 23 | (604) | 4,874 |
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities: | ||||
Depreciation and amortization | 650 | 776 | 2,894 | 3,438 |
Stock-based compensation expense | 12 | 49 | 92 | |
Rent expense in excess of cash paid | 24 | 55 | 168 | 308 |
Rent revenue in excess of cash received | (901) | (283) | (979) | (1,424) |
Amortization of deferred financing costs, debt discounts and premiums | 33 | 33 | 128 | 198 |
Loss on debt extinguishment | 2,458 | |||
Gain on disposal of assets | (7,141) | |||
Provision (recovery) for doubtful accounts | 40 | (2) | 925 | (281) |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 583 | (443) | (1,084) | 465 |
Prepaid expenses and other assets | 128 | (57) | 660 | 400 |
Accounts payable and accrued expenses | 1,740 | (7) | 13 | (339) |
Other liabilities | 77 | 163 | 281 | |
Net cash provided by operating activities—continuing operations | 2,408 | 270 | 2,451 | 3,048 |
Net cash used in operating activities—discontinued operations | (58) | (405) | (1,156) | (652) |
Net cash provided by operating activities | 2,350 | (135) | 1,295 | 2,396 |
Cash flow from investing activities: | ||||
Proceeds from disposal of lease assets, net | 1,192 | |||
Proceeds from the sale of property and equipment, net | 2,687 | |||
Purchase of property and equipment | (33) | (157) | (450) | (58) |
Net cash (used in) provided by investing activities—continuing operations | (33) | (157) | (450) | 3,821 |
Net cash (used in) provided by investing activities | (33) | (157) | (450) | 3,821 |
Cash flows from financing activities: | ||||
Proceeds from debt issuance | 229 | |||
Repayment on notes payable | (622) | (436) | (1,504) | (3,036) |
Repayment on bonds payable | (116) | (344) | ||
Debt extinguishment, forbearance and issuance costs, net of refunds | (1,251) | |||
Net cash used in financing activities—continuing operations | (622) | (436) | (1,391) | (4,631) |
Net cash used in financing activities—discontinued operations | (34) | |||
Net cash used in financing activities | (622) | (436) | (1,391) | (4,665) |
Net change in cash and restricted cash | 1,695 | (728) | (546) | 1,552 |
Cash and restricted cash at beginning of period | 7,492 | 8,038 | 8,038 | 6,486 |
Cash and restricted cash at end of period | 9,187 | 7,310 | 7,492 | 8,038 |
Supplemental Disclosure of Cash Flow Information: | ||||
Cash interest paid | 741 | 689 | 2,447 | 4,809 |
Supplemental disclosure of non-cash Activities: | ||||
Non-cash payments of short-term debt | (24,637) | |||
Non-cash debt extinguishment, issuance costs and prepayment penalties | (1,036) | |||
Non-cash surrender of security deposit | (140) | |||
Net payments through escrow | (25,813) | |||
Non-cash proceeds from sale of property and equipment | 25,813 | |||
Non-cash settlement of Peach Line (notes receivable) | 350 | |||
Capture of security deposit and other payables | 202 | |||
Non-cash proceeds from vendor-financed insurance | $ 339 | 250 | ||
Non-cash proceeds from finance lease to purchase fixed assets | $ 26 | |||
Vendor-financed insurance | $ 636 | $ 27 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of March 31, 2021, the Company owned, leased or managed for third parties, or operated, 24 facilities, primarily in the Southeast United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns) to third-party tenants, subleased eight skilled nursing facilities (which the Company leases) to third-party tenants, and operated, as of January 1, 2021 as a portfolio stabilization measure, one previously subleased skilled nursing facility (which the Company leases); (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which consists of the operation of a skilled nursing facility (“Healthcare Services”). Effective January 1, 2021, the Company terminated the subleases for two skilled nursing facilities located in Georgia (the “Wellington Lease Termination”) with affiliates of Wellington Healthcare Services II, L.P. (“Wellington”), and as a portfolio stabilization measure, the Company commenced operating the previously subleased 134-bed facility located in Thunderbolt, Georgia (the “Tara Facility”) and entered into a new sublease agreement with an affiliate of Empire Care Centers, LLC (“Empire”) for the other 208-bed facility located in Powder Springs, Georgia (the “Powder Springs Facility”). The Company has entered into a Management Consulting Services Agreement (the “Vero Management Agreement”) with Vero Health Management, LLC (“Vero Health”) under which Vero Health will provide management consulting services for the Tara Facility which the Company now operates. See Note 6 – Leases – Leases The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. For a description of the Merger, see Part II, Item 8, “Financial Statements and Supplemental Data”, Note 1 – Summary of Significant Accounting Policies included in the Annual Report. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results that may be expected for the fiscal year. The consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read the unaudited consolidated financial statements in this Quarterly Report together with the historical audited consolidated financial statements of the Company for the year ended December 31, 2020, included in the Annual Report. See Part II, Item 8, “Financial Statements and Supplementary Data” , Summary of Significant Accounting Policies . Risks and Uncertainties While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility. On January 1, 2021, following the Wellington Lease Termination, the Company commenced operating the Tara Facility, which facility comprises approximately 5.0% of the total amount of the Company’s licensed patient beds. This portfolio stabilization measure exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business - Our portfolio stabilization measures expose the Company to the various risks facing our tenants” in Part I, Item 1.A, “Risk Factors.” in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the three months ended March 31, 2021, and we expect it will continue to adversely affect our business in the quarter ending June 30, 2021 and beyond, for a variety of reasons, including those discussed below and elsewhere in this Quarterly Report. As of May 10, 2021, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to skilled nursing facilities (“SNFs”), and higher hospital re-admittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections resulting in decreased revenues. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 97% of its expected fixed monthly rental receipts from tenants for the three months ended March 31, 2021, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness and the extent to which federal and state funding support will offset these incremental costs for our tenants. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our prior operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19, and while we have requested reporting case numbers from our operators and the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Revenue Recognition and Allowances Patient Care Revenue. Accounting Standards Codification (“ASC”) Topic 606, requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. Revenue from our new Healthcare Services business segment is derived from services rendered to patients in the Tara Facility. The Company receives payments from the following sources for services rendered in our facilities: (i) the federal government under the Medicare program administered by CMS; (ii) state governments under their respective Medicaid and similar programs; (iii) commercial insurers; and (iv) individual patients and clients. The vast majority of the revenue the Company has recognized is from Government sources. The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and other price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Revenue is recognized as performance obligations are satisfied. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net operating revenues. Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Management Fees, Revenue from Contracts with Customers . The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service received in full on a monthly basis. The maximum penalty for service contract nonperformance under the Management Contract is $50,000 per year, payable after the end of the year. Other revenues . The Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. In an effort to ensure a conservative presentation of the results of the Healthcare Services segment due to lack of history, the Company has provided an additional allowance for patient care receivables of 1.5% of patient revenues. As of March 31, 2021 and December 31, 2020, the Company reserved for approximately $0.1 million and $1.4 million, respectively, of uncollected receivables. Accounts receivable, net, totaled $1.9 million at March 31, 2021 and $2.1 million at December 31, 2020. The following table presents the Company's Accounts receivable, net of allowance for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 1,146 $ 3,481 Healthcare Services 777 — Sub Total 1,923 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (40 ) Sub Total (72 ) (1,381 ) Accounts receivable, net of allowance $ 1,851 $ 2,100 (a) See Note 6– Leases Pre-Paid Expenses and Other As of March 31, 2021 and December 31, 2020, the Company had $0.9 million and approximately $0.4 million, respectively, in pre-paid expenses and other, the $0.5 million increase is related to insurance for the Tara Facility operations, while the other amounts are predominantly for directors’ and officers’ insurance, NYSE American annual fees and mortgage insurance premiums. Accounts Payable The following table presents the Company's Accounts payable for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,399 $ 3,008 Healthcare Services 416 — Total Accounts payable $ 3,815 $ 3,008 Other liabilities As of March 31, 2021 and December 31, 2020, the Company had $1.4 million, in Other liabilities, consisting of security lease deposits and sublease improvement funds. Other expense, net The Company has retained professional services to evaluate and assist with possible opportunities to improve the Company’s capital structure. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of March 31, 2021, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Rental revenues $ 133 $ 126 Other operating expenses $ 133 $ 126 Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. Prior GAAP provided for the deferral and amortization of such costs over the applicable lease term. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98% for the Company’s leases that approximated our incremental borrowing rate as of January 1, 2019, and the current lease term. See Note 6– Leases Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara Facility. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). See Part II, Item 8, “Financial Statements and Supplementary Data” , – Commitments and Contingencies Accrued Expenses Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: March 31, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants - employee 49 49 Warrants - non employee 9 9 Total anti-dilutive securities 71 73 The weighted average contractual terms in years for these securities as of March 31, 2021, with no intrinsic value, are 3.3 years for the stock options and 2.7 years for the warrants. See Part II, Item 8, “Financial Statements and Supplementary Data” , Summary of Significant Accounting Policies | Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of December 31, 2020, the Company owned, leased, or managed for third parties 24 facilities, primarily in the Southeast United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns), and subleased nine skilled nursing facilities (which the Company leases), to third-party tenants; (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. See Note 6 – Leases The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. Historically, AdCare’s business focused on owning and operating skilled nursing and assisted living facilities. The Company also managed facilities on behalf of unaffiliated owners pursuant to management contracts. In July 2014, AdCare’s board of directors (the “AdCare Board”) approved a strategic plan to transition (the “Transition”) the Company to a healthcare property holding and leasing company through a series of leasing and subleasing transactions. As of December 31, 2015, AdCare and its subsidiaries completed the Transition through: (i) leasing to third-party operators all the healthcare properties which they owned and previously operated; (ii) subleasing to third-party operators all the healthcare properties which they leased (but did not own) and previously operated; and (iii) continuing the one remaining management agreement to manage two skilled nursing facilities and one independent living facility for a third-party. As a result of the Transition, the Company acquired certain characteristics of a REIT and became focused on the ownership, acquisition and leasing of healthcare related properties. When used in the notes to the consolidated financial statements, unless otherwise specifically stated or the context otherwise requires, the terms: • “Board” or “Board of Directors” refers to the AdCare Board with respect to the period prior to the Merger and to the RHE Board with respect to the period after the Merger; • “common stock” refers to the AdCare common stock with respect to the period prior to the Merger and to the RHE common stock with respect to the period after the Merger; • “Series A Preferred Stock” refers to AdCare’s 10.875% % Series A Cumulative Redeemable Preferred Stock with respect to the period prior to the Merger and to the Regional Health’s 10.875% Series A Cumulative Redeemable Preferred Stock with respect to the period after the Merger; and • “Charter” refers to the AdCare Charter with respect to the period prior to the Merger and to the RHE Charter with respect to the period after the Merger. Overview As of December 31, 2020, the Company owns, leases, or manages 24 facilities primarily in the Southeastern United States of America. Of the 24 facilities, the Company: (i) leased 10 owned and subleased nine leased skilled nursing facilities to third-party tenants; (ii) leased two owned assisted living facilities to third-party tenants; and (iii) managed on behalf of third-party owners two skilled nursing facilities and one independent living facility. See Note 6 - Leases Subsequent Events The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Risks and Uncertainties On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the year ended December 31, 2020, and we expect it will continue to adversely affect our business in the quarter ending March 31, 2021 and beyond, for a variety of reasons, including those discussed below and elsewhere in this Annual Report. As of December 31, 2020, the Company is aware that each of our facilities has reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to skilled nursing facilities (“SNFs”), and higher hospital readmittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections resulting in decreased revenues. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 82% of its expected monthly rental receipts from tenants for the twelve months ended December 31, 2020, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness and the extent to which federal and state funding support will offset these incremental costs for our tenants. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19, and while we have requested reporting case numbers from our operators and the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include the self-insurance reserve for professional and general liability, allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, fair value of employee and nonemployee share-based awards, fair value estimation methods used to determine the assigned fair value of assets and liabilities acquired in acquisitions, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. Principles of Consolidation The consolidated financial statements include the Company’s majority owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated through consolidation. Arrangements with other business enterprises are evaluated, and those in which Regional is determined to have controlling financial interest are consolidated. Guidance is provided by FASB ASC Topic 810-10, “ Consolidation—Overall”, The Company has evaluated and concluded that as of December 31, 2020 and December 31, 2019, the Company has no relationship with a VIE in which it is the primary beneficiary required to consolidate the entity. Reverse Stock Split On December 27, 2018, the Board of Directors authorized a reverse stock split of the issued and outstanding shares of the common stock, at a ratio of one-for-twelve shares (the “Reverse Stock Split”). Shareholder approval for the Reverse Stock Split was obtained at the Company’s annual meeting of shareholders on December 27, 2018 and the Reverse Stock Split became effective on December 31, 2018. At the effective date, every 12 shares of the common stock that were issued and outstanding were automatically combined into one issued and outstanding share of the common stock. Shareholders did not receive fractional shares in connection with the Reverse Stock Split and instead, received an additional whole share of the common stock in lieu thereof. The authorized number of shares, and the par value per share, of the common stock was not affected by the Reverse Stock Split. The Reverse Stock Split also correspondingly affected all outstanding Regional equity awards. The Reverse Stock Split was implemented for the purpose of complying with the NYSE American LLC (the “NYSE American”) continued listing standards regarding low selling price. All authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect the Reverse Stock Split for all periods presented. Cash, Restricted Cash and Investments The Company considers all unrestricted short-term investments with original maturities less than three months, which are readily convertible into cash, to be cash equivalents. Certain cash and investment amounts are restricted for specific purposes such as (i) mortgage escrow requirements; (ii) reserves for capital expenditures on United States Housing and Urban Development (“HUD”) insured facilities; and (iii) collateral for other debt obligations. Revenue Recognition and Allowances Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Accordingly, rental revenues were recorded on a cash basis for two facilities in Georgia for the fourth quarter of 2020, one facility in North Carolina (until operator transition on March 1, 2019), four facilities held for sale since April 15, 2019 (until the sale of such facilities), which such sale of three facilities occurred on August 1, 2019 and August 28, 2019 with respect to the other one facility. For additional information with respect to such facilities, see Note 6 – and Note 9 – . Management Fee Revenues and Other Revenues . On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, as codified in ASC 606, which requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. The new revenue standard does not apply to rental revenues, which are the Company’s primary source of revenue. The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service generally received in full on a monthly basis. As of December 31, 2020, the balance outstanding on the Management Contract was approximately $0.1 million. The maximum penalty for service contract nonperformance under the Management Contract is $50,000 per year, payable after the end of the year. Further, the Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. See Note 6 – . As of December 31, 2020 and December 31, 2019, the Company reserved for approximately $1.4 million and $0.6 million, respectively, of uncollected receivables. Accounts receivable, net totaled $2.1 million at December 31, 2020 compared with $1.0 million at December 31, 2019. Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash, restricted cash, accounts receivable and straight-line rent receivables. Cash and restricted cash are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk. Accounts receivable are recorded at net realizable value. The Company performs ongoing evaluations of its tenants and significant third-party payors with which it contracts, and generally does not require collateral. The Company maintains an allowance for doubtful accounts which management believes is sufficient to cover potential losses. Delinquent accounts receivable are charged against the allowance for doubtful accounts once collection has been determined to be unlikely. Accounts receivable are considered past due and placed on delinquent status based upon contractual terms as well as how frequently payments are received, on an individual account basis. Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized. Depreciation commences when the assets are placed in service. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment also includes bed license intangibles for states other than Ohio (where the building and bed license are deemed complimentary assets) and are amortized over the life of the building. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of December 31, 2020, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASU ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the twelve months ended December 31, 2020 and 2019: Year Ended December 31, (Amounts in 000’s) 2020 2019 Rental revenues $ 549 $ 480 Other operating expenses 549 480 Additionally, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Current GAAP provides for the deferral and amortization of such costs over the applicable lease term. Adoption of ASU 2016-02 Leases Other Liabilities As of December 31, 2020 and December 31, 2019, the Company had $1.4 million and $1.1 million, respectively, in Other liabilities; the $0.3 million increase compared to the prior period relates to restricted sublease improvements with lease security deposits comprising the remainder of the balances in both periods. Intangible Assets and Goodwill Intangible assets consist of finite lived and indefinite lived intangibles. The Company’s finite lived intangibles include lease rights and certain certificate of need (“CON”) and bed licenses that are not separable from the associated buildings. Finite lived intangibles are amortized over their estimated useful lives. For the Company’s lease related intangibles, the estimated remaining useful life is based on the terms of the underlying facility leases averaging approximately seven years. For the Company’s CON/bed licenses that are not separable from the buildings, the estimated useful life is based on the building life when acquired with a remaining average estimated useful life of approximately 25 years. The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. The Company’s indefinite lived intangibles consist primarily of values assigned to CON/bed licenses that are separable from the buildings. The Company does not amortize goodwill or indefinite lived intangibles. The Company's goodwill is related to certain property acquisitions, but is evaluated for impairment on the operator level. On an annual basis, the Company evaluates the recoverability of the indefinite lived intangibles and goodwill by performing an impairment test. The Company performs its annual test for impairment during the fourth quarter of each year. For the years ended December 31, 2020 and 2019, the test results indicated no impairment necessary. Prepaid Expenses and Other As of December 31, 2020 and December 31, 2019, the Company had $0.3 million and $0.2 million, respectively, in Prepaid expenses and other; approximately $0.1 million relates to increased premiums for directors’ and officers’ insurance, and the remainder for both periods is primarily for NYSE American annual fees and mortgage insurance premiums. Extinguishment of Debt The Company recognizes extinguishment of debt when the criteria for a troubled debt restructure are not met and the change in Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: December 31, (Amounts in 000’s) 2020 2019 Stock options 13 15 Common stock warrants - employee 49 49 Common stock warrants - nonemployee 9 9 Total shares 71 73 The weighted average contractual terms in years for these securities, with no intrinsic value, are 3.5 years for the stock options and 3.0 years for the warrants. Other Operating Expenses Other operating expenses includes real estate tax expenses recognized during the twelve months ended December 31, 2020 and December 31, 2019, where the lessee has not made those payments directly to a third party in accordance with their respective leases with us and professional services expenses incurred in 2019 to value the Company and its assets. Deferred Financing Costs The Company records deferred financing costs associated with debt obligations as direct reduction from the carrying amount of the debt liability. Costs are amortized over the term of the related debt using the straight-line method and are reflected as interest expense. The straight-line method yields results substantially similar to those that would be produced under the effective interest rate method. Income Taxes and Uncertain Tax Positions Deferred tax assets or liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Deferred tax assets are also recognized for the future tax benefits from net operating loss and other carry forwards. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. On December 22, 2017, tax legislation commonly known as The Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. Among other changes the Tax Reform Act reduced the US federal corporate tax rate from 35% to 21% beginning in 2018. As a result of the Tax Reform Act, net operating loss (“NOL”) carry forwards generated in tax years 2018 and forward have an indefinite life. For this reason, the Company has taken the position that the deferred tax liability related to the indefinite lived intangibles can be used to support an equal amount of the deferred tax asset related to the 2018 NOL carry forward generated. Judgment is required in evaluating uncertain tax positions. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is measured to determine the amount of benefit to recognize in the financial statements. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as liabilities in the consolidated balance sheets. As of December 31, 2020 the Company has a full valuation allowance on all deferred tax balances. On January 1, 2020, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The Company is subject to income taxes in the U.S. and numerous state and local jurisdictions. In general, the Company’s tax returns filed for the 2017 through 2020 tax years are still subject to potential examination by taxing authorities. To the Company’s knowledge, the Company is not currently under examination by any major income tax jurisdiction. Stock Based Compensation The Company follows the provisions of ASC Topic 718 “ Compensation - Stock Compensation Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. Self-Insurance Prior to the Transition, the Company was self-insured for employee medical claims (in all states except for Oklahoma, where the Company participated in the Oklahoma state subsidy program) and had a large deductible workers’ compensation plan (in all states except for Ohio, where workers’ compensation is covered under a premium-only policy provided by the Ohio Bureau of Workers’ Compensation). In 2015, the insurance programs described above changed in order to address the different needs of the Company as a result of the Trans |
Liquidity
Liquidity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Liquidity [Abstract] | ||
Liquidity | NOTE 2. LIQUIDITY Overview The Company intends to pursue measures to grow its operations, streamline its cost infrastructure and otherwise increase liquidity, including: (i) refinancing or repaying debt to reduce interest costs and mandatory principal repayments, with such repayment to be funded through potentially expanding borrowing arrangements with certain lenders; (ii) increasing future lease revenue through acquisitions and investments in existing properties; (iii) modifying the terms of existing leases; (iv) replacing certain tenants who default on their lease payment terms; and (v) reducing other and general and administrative expenses. Management anticipates access to several sources of liquidity, including cash on hand, cash flows from operations, and debt refinancing during the twelve months following the date of this filing. At March 31, 2021, the Company had $6.2 million in unrestricted cash. During the three months ended March 31, 2021, the Company generated positive cash flow from continuing operations of $2.4 million, and anticipates continued positive cash flow from operations in the future, subject to the continued uncertainty of the COVID-19 pandemic and its impact on the Company’s business, financial condition and results of operations. On December 1, 2020, the Company entered into the Wellington Lease Termination with the following affiliates of Wellington, 3223 Falligant Avenue Associates, L.P. (“Tara Tenant”) and 3460 Powder Springs Road Associates, L.P. (“Powder Springs Tenant”, together with Tara Tenant, the “Wellington Tenants”). Per the Wellington Lease Termination, possession, custody, control and operation of the Tara Facility and Powder Springs Facility (the “Wellington Facilities”) transitioned from the Wellington Tenants to the Company (the “Wellington Transition”) at 12:01 a.m. on January 1, 2021 (the “Wellington Transition Date”), pursuant to the terms and provisions of the Operations Transfer Agreements (the “OTAs”) which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination, which included customary termination events. The OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to the Georgia Department of Community Health’s (“DCH”) approval of the Change in Ownership Applications (the “Applications”), which were filed by Regional on December 2, 2020. On the Wellington Transition Date, the Wellington Tenants: (i) paid all cash on hand at the Wellington Facilities to Regional; (ii) transferred and assigned all accounts receivable previously due to the Wellington Tenants as of the Wellington Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses including approximately $1.7 million of bed taxes in arrears. On January 1, 2019, security agreements (the “Security Agreements”) executed between the Company and the Wellington Tenants, provided for certain of the Wellington Tenants assets as collateral to the Company in the event of any default under prior agreements with the Company. These Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. During the three months ended March 31, 2021, the Company collected $3.1 million pursuant to the Wellington Lease Termination and paid $1.0 million to partially satisfy the Wellington Lease Termination obligation of approximately $1.7 million of bed taxes in arrears. The Company provides no assurance that we will be able to collect any of the additional rent arrears in excess of the net $1.3 million already collected. During the three months ended March 31, 2021, the Company recognized $0.4 million of variable rent for the Powder Springs Facility and, as of the date of filing this Quarterly Report, has collected all of such variable rent replacing approximately $0.5 million of cash rent previously anticipated from the Wellington Tenant. The Tara Facility operations performance during the quarter is marginally profitable and performance has been sufficient to cover the rent the Company is obligated to pay under its lease. For further information on the Tara Facility performance see Note 13 – Segment Results The Company is current with all of its debt and other financial obligations. The Company has benefited from various, now expired, stimulus measures made available to it through the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted by Congress in response to the COVID-19 pandemic which allowed for, among other things: (i) a deferral of debt service payments on U.S. Department of Agriculture (“USDA”) loans to maturity, (ii) an allowance for debt service payments to be made out of replacement reserve accounts for U.S. Department of Housing and Urban Development (“HUD”) loans and (iii) debt service payments to be made by the U.S. Small Business Administration (the “SBA”) on all SBA loans. For further information see Note 8 – Notes Payable and Other Debt Series A Preferred Dividend Suspension On June 8, 2018, the Board indefinitely suspended quarterly dividend payments with respect to the Series A Preferred Stock. As of March 31, 2021, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $30.1 million of undeclared preferred stock dividends in arrears. The Board believes that the dividend suspension will provide the Company with additional funds to meet, in part, its ongoing liquidity needs. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for more than four dividend periods, the annual dividend rate on the Series A Preferred Stock for the fifth and future missed dividend periods has increased to 12.875%, which is equivalent to $3.20 per share each year, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) and continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash. Debt As of March 31, 2021, the Company had $54.4 million in indebtedness, net of $1.2 million deferred financing, and unamortized discounts. The Company anticipates net principal repayments of approximately $2.7 million during the next twelve-month period, including approximately $1.5 million of routine debt service amortization, $1.1 million of current maturities of other debt (including $0.4 million related to insurance financing for the Tara Facility operations), and a $0.1 million payment of bond debt. Debt Covenant Compliance As of March 31, 2021, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit related instruments. Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the Company’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the Company to meet its obligations as they come due arising within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the Company will be able to continue as a going concern. The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months, and the Company’s recurring business operating expenses. The Company concludes that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. | NOTE 2. LIQUIDITY Overview The Company intends to pursue measures to grow its operations, streamline its cost infrastructure and otherwise increase liquidity, including: (i) refinancing or repaying debt to reduce interest costs and mandatory principal repayments, with such repayment to be funded through potentially expanding borrowing arrangements with certain lenders; (ii) increasing future lease revenue through acquisitions and investments in existing properties; (iii) modifying the terms of existing leases; (iv) replacing certain tenants who default on their lease payment terms; and (v) reducing other and general and administrative expenses. Management anticipates access to several sources of liquidity, including cash on hand, cash flows from operations, and debt refinancing during the twelve months from the date of this filing. At December 31, 2020, the Company had $4.2 million in unrestricted cash. During the twelve months ended December 31, 2020, the Company generated positive cash flow from continuing operations of $2.5 million and anticipates continued positive cash flow from operations in the future, subject to the continued uncertainty of the COVID-19 pandemic and its impact on the Company’s business, financial condition and results of operations. As of December 31, 2020, one operator (Wellington) accounted for approximately $1.3 million of rent arrears recorded in “Accounts receivable, net of allowance” on our consolidated balance sheets. The Company has recorded an allowance of $1.4 million against a receivable of $2.7 million because the Company has determined that a full allowance is not presently warranted as the Company has terminated the lease effective December 31, 2020 and received ownership of certain of the prior operator’s receivables and is receiving on-going collection of the receivables, see Note 18– Subsequent Events The Company is current with all of its debt and other financial obligations. The Company has benefited from various, stimulus measures made available to it through the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted by Congress in response to the COVID-19 pandemic which allowed for, among other things: (i) a deferral of debt service payments on U.S. Department of Agriculture (“USDA”) loans to maturity, (ii) an allowance for debt service payments to be made out of replacement reserve accounts for U.S. Department of Housing and Urban Development (“HUD”) loans and (iii) debt service payments to be made by the U.S. Small Business Administration (the “SBA”) on all SBA loans. For further information see Note 8 – Notes Payable and Other Debt Series A Preferred Dividend Suspension On June 8, 2018, the Board suspended quarterly dividend payments indefinitely with respect to the Series A Preferred Stock. As of December 31, 2020, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $27.9 million of undeclared preferred stock dividends in arrears. The dividend suspension has provided the Company with additional funds to meet its ongoing liquidity needs. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for more than four dividends periods, the annual dividend rate on the Series A Preferred Stock for the fifth and future missed dividend periods has increased to 12.875%, which is equivalent to $3.20 per share each year, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) and continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash. Debt As of December 31, 2020, the Company had $54.4 million in indebtedness, net of $1.4 million deferred financing and unamortized discounts. The Company anticipates net principal repayments of approximately $2.3 million during the next twelve-month period, which include $1.4 million of routine debt service amortization, approximately $0.8 million payments on other non-routine debt and a $0.1 million payment of bond debt. Debt Covenant Compliance At December 31, 2020, the Company was in compliance with the various financial and administrative covenants related to all of the Company’s credit facilities. Changes in Operational Liquidity The Company entered into an Agreement Regarding Leases, dated December 1, 2020, to terminate the subleases for tenants affiliated with one operator, Wellington Healthcare Services II, L.P. (“Wellington”) for two of its previously subleased facilities located in Georgia (the “Wellington Lease Termination”), due to non-payment of approximately $2.7 million in rent. Under the Wellington Lease Termination, possession, control and operation of the facilities transitioned from the then-current tenants at 12:01 a.m. on January 1, 2021 to the Company. Effective January 1, 2021, the Company leased one facility (the “Powder Springs Facility”) located in Powder Springs, Georgia, to a new tenant and operator, pursuant to a sublease between the Company and PS Operator LLC (“PS Operator”) an affiliate of Empire Care Centers, LLC (“Empire”), executed December 31, 2020 (the “PS Sublease”). The Company is operating the other facility (the “Tara Facility”) located in Thunderbolt, Georgia as a portfolio stabilization measure and has entered into a Management Consulting Services Agreement (the “Vero Management Agreement”) with Vero Health Management, LLC (“Vero Health”) under which Vero Health will provide management consulting services for the facility. For the first six months, the base rent under the PS Sublease will equal the adjusted earnings before interest, depreciation, amortization and rent (“Adjusted EBITDAR) of PS Operator to the extent derived from the subleased facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR. For the first three months, if Adjusted EBITDAR (as defined in the PS Sublease) is less than $0, PS Operator will not pay any base rent and the Company would reimburse PS Operator an amount equal to the amount by which each period’s Adjusted EBITDAR is less than $0. Beginning with the fourth month and thereafter, the PS Sublease will be a “triple net” lease with PS Operator responsible for payment of all expenses in addition to rent. Under the Vero Management Agreement, Regional will pay Vero Health a monthly management fee equal to 5% of the Adjusted Gross Revenues (as defined in the Vero Management Agreement) of the other facility and the Company will absorb all net profits or losses from the operation of the facility. If the monthly average Adjusted EBITDAR of PS Operator is less than $100,000 for any consecutive three-month period after the sixth month of the PS Sublease, then the Company may terminate the PS Sublease subject to the conditions set forth in the PS Sublease. The prior leases had a contracted cash rent of approximately $3.7 million for the twelve months ended December 31, 2021, which the above variable streams of income are replacing. Based on the prior tenants unaudited financials the Company expects to generate approximately $2.6 million replacement cash flow, however there is no assurance that the operations will generate the cash flow we expect which could have a material adverse effect on us. Note 18– Subsequent Events . During the year ended December 31, 2020 the Company received approximately $0.8 million of non-recurring cash receipts from prior year payment plans, related to rent arrears. The final $0.1 million related to prior year payment plans was received during the three months ended March 31, 2021. For additional information with respect to such payment plans, see Note 6 – Leases Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the entity’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the entity to meet its obligations as they come due within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the entity will be able to continue as a going concern. The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months as well as the Company’s recurring business operating expenses. The Company is able to conclude that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. |
Cash, Restricted Cash and Inves
Cash, Restricted Cash and Investments | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Cash And Investments [Abstract] | |
Cash, Restricted Cash and Investments | The following presents the Company’s cash and restricted cash: December 31, Amounts in (000's) 2020 2019 Cash $ 4,186 $ 4,383 Restricted cash: Cash collateral $ 124 $ 124 HUD and other replacement reserves 1,675 2,251 Escrow deposits 1,190 963 Restricted investments for debt obligations 317 317 Total restricted cash 3,306 3,655 Total cash and restricted cash $ 7,492 $ 8,038 Cash collateral— In securing mortgage financing from certain lending institutions, the Company and certain of its wholly-owned subsidiaries are required to deposit cash to be held as collateral in accordance with the terms of such loan agreements. HUD and other replacement reserves— The regulatory agreements entered into in connection with the financing secured through HUD require monthly escrow deposits for replacement and improvement of the HUD project assets Escrow deposits— In connection with financing secured through the Company’s lenders, several wholly-owned subsidiaries of the Company are required to make monthly escrow deposits for taxes and insurance. Restricted cash for other debt obligations —In compliance with certain financing and insurance agreements, the Company and certain wholly-owned subsidiaries of the Company are required to deposit cash held as collateral by the lender or in escrow with certain designated financial institutions. |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful Lives (Years) March 31, 2021 December 31, 2020 Buildings and improvements 5-40 $ 65,672 $ 65,629 Equipment and computer related 2-10 5,056 5,139 Land (1) — 2,776 2,776 Construction in process — — 69 73,504 73,613 Less: accumulated depreciation and amortization (21,543 ) (21,080 ) Property and equipment, net $ 51,961 $ 52,533 (1) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 8 years. The following table summarizes total depreciation and amortization expense for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Depreciation $ 540 $ 550 Amortization 110 226 Total depreciation and amortization expense $ 650 $ 776 | The following table sets forth the Company’s property and equipment: Estimated Useful December 31, (Amounts in 000's) Lives (Years) 2020 2019 Buildings and improvements 5 - 40 $ 65,629 $ 65,533 Equipment and computer related 2 - 10 5,139 5,601 Land (1) — 2,776 2,779 Construction in process — 69 58 73,613 73,971 Less: accumulated depreciation and amortization (21,080 ) (19,299 ) Property and equipment, net $ 52,533 $ 54,672 (1) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 8 years. During the twelve months ended December 31, 2020, and the twelve months ended December 31, 2019, the Company recorded no impairments in property and equipment. On August 28, 2019, the Company completed the sale of the MED Facilities. See Note 9 – Acquisitions and Dispositions The following table summarizes total depreciation and amortization for the twelve months ended December 31, 2020 and 2019: December 31, Amounts in (000's) 2020 2019 Depreciation $ 2,175 $ 2,458 Amortization 719 980 Total depreciation and amortization $ 2,894 $ 3,438 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Intangible Assets and Goodwill | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (included in property and equipment) (a) Bed Licenses - Separable (b) Lease Rights Total Goodwill (b) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization (3,754 ) — (48 ) (3,802 ) — Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 $ 1,585 Amortization expense (104 ) — (6 ) (110 ) — Balances, March 31, 2021 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (3,858 ) — (54 ) (3,912 ) — Net carrying amount $ 10,418 $ 2,471 $ 152 $ 13,041 $ 1,585 (a) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment (b) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. The following table summarizes amortization expense for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Bed licenses $ 104 $ 104 Lease rights 6 122 Total amortization expense $ 110 $ 226 Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2021 (a) $ 310 $ 18 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total expected amortization expense $ 10,418 $ 152 (a) Estimated amortization expense for the year ending December 31, 2021, includes only amortization to be recorded after March 31, 2021. | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following: (Amounts in 000's) Bed Licenses (1) (included in property and equipment) Bed Licenses— Separable Lease Rights Total Balances, January 1, 2019 Gross $ 22,811 $ 2,471 $ 5,015 $ 30,297 Accumulated amortization (4,849 ) — (4,109 ) (8,958 ) Net carrying amount $ 17,962 $ 2,471 $ 906 $ 21,339 Acquisitions Gross — — 43 43 Assets Sold Gross (8,535 ) — — (8,535 ) Accumulated amortization 2,003 — — 2,003 Fully amortized asset adjustments Gross — — (300 ) (300 ) Accumulated amortization — — 300 300 Amortization expense (493 ) — (487 ) (980 ) Balances, December 31, 2019 Gross 14,276 2,471 4,758 21,505 Accumulated amortization (3,339 ) — (4,296 ) (7,635 ) Net carrying amount 10,937 2,471 462 13,870 Fully amortized asset adjustments Gross — — (4,552 ) (4,552 ) Accumulated amortization — — 4,552 4,552 Amortization expense (415 ) — (304 ) (719 ) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 Accumulated amortization (3,754 ) — (48 ) (3,802 ) Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 (1) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: Amounts in (000's) Bed Licenses Lease Rights 2021 $ 414 24 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total $ 10,522 $ 158 The following table summarizes the carrying amount of goodwill for the years ended December 31, 2020 and 2019. (Amounts in 000’s) December 31, 2020 December 31, 2019 Goodwill - balances, December 31, prior year $ 1,585 $ 2,105 Assets sold - (520 ) Net carrying amount $ 1,585 $ 1,585 |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Leases | NOTE 6. LEASES Operating Leases Facilities Leased to the Company - The Company leases nine skilled nursing facilities from unaffiliated owners under non-cancelable leases, all of which have rent escalation clauses and provisions requiring payment of real estate taxes, insurance and maintenance costs by the lessee. Except for the Tara Facility, which the Company is operating, each of the skilled nursing facilities that are leased by the Company are subleased to and operated by third-party tenants. The Company also leases certain office space located in Suwanee, Georgia. The weighted average remaining lease term for our nine leased facilities is approximately 6.6 years. As of March 31, 2021, the Company is in compliance with all operating lease financial covenants. Future Minimum Lease Payments Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 (2) $ 4,981 $ (205 ) $ 4,776 2022 6,752 (713 ) 6,039 2023 6,851 (1,164 ) 5,687 2024 6,958 (1,602 ) 5,356 2025 7,095 (2,051 ) 5,044 Thereafter 12,736 (4,660 ) 8,076 Total $ 45,373 $ (10,395 ) $ 34,978 (1) Weighted average discount rate 7.98%. (2) Estimated minimum lease payments for the year ending December 31, 2021 include only payments to be paid after March 31, 2021. For further details regarding the Company’s leases from unaffiliated owners under non-cancelable leases and which comprise the future minimum lease payments of the Company, see Part II, Item 8, “Financial Statements and Supplementary Data”, Note 6 - Leases included in the Annual Report. Facilities Leased or Subleased by the Company - As of March 31, 2021, the Company leased or subleased 20 facilities (12 owned by the Company and eight leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. The weighted average remaining lease term for our facilities is approximately 6.3 years. Empire. Following the Wellington Lease Termination, effective January 1, 2021, Regional leased the Powder Springs Facility to PS Operator LLC (“PS Operator”), an affiliate of Empire, pursuant to a sublease (the “PS Sublease”). The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. For the first six months, the base rent under the PS Sublease will equal the adjusted earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”) as defined in the PS Sublease, of PS Operator, to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR; however, beginning with month thirteen, the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. For the first three months, if Adjusted EBITDAR (as defined in the PS Sublease) is less than $0, PS Operator will not pay any base rent and the Company would reimburse PS Operator an amount equal to the amount by which each period’s Adjusted EBITDAR is less than $0. Beginning with the fourth month and thereafter, the PS Sublease will be a “triple net” lease with PS Operator responsible for payment of all expenses in addition to rent. During the three months ended March 31, 2021, the Company recognized $0.4 million of variable rent for the Powder Springs Facility and $0.3 million straight-line rent. If the monthly average adjusted cash flows of PS Operator (as described in the PS Sublease) is less than $100,000 for any consecutive three-month period after the sixth month of the PS Sublease, then Regional may terminate the PS Sublease subject to the conditions set forth in the PS Sublease. The PS Sublease also includes customary covenants, events of default and indemnification obligations. Sublease Termination Wellington . Two eight Wellington Subleases, which were due to expire August 31, 2027, related to the Tara Facility and the Powder Springs Facility On December 1, 2020, the Company entered into the Wellington Lease Termination with the Wellington Tenants, Wellington, as guarantor and Mansell Court Associates LLC (“Pledgor”). Tenants, Wellington and Pledgor, together with each of their respective affiliates, shareholders, partners, members, managers, officers, directors and employees thereof, are the “Wellington Parties”. The Wellington Transition occurred at 12:01 a.m. on January 1, 2021, pursuant to the terms and provisions of the OTAs which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination, which included customary termination events. The OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to DCH approval of the Applications, which were filed by Regional on December 2, 2020. On the Wellington Transition Date, the Wellington Tenants: (i) paid all cash on hand at the Wellington Facilities to Regional; (ii) transferred and assigned all accounts receivable previously due to the Wellington Tenants as of the Wellington Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses including approximately $1.7 million of bed taxes in arrears. The Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. During the three months ended March 31, 2021, the Company collected $3.1 million pursuant to the Wellington Lease Termination and paid $1.0 million to partially satisfy the Wellington Lease Termination obligation of approximately $1.7 million of bed taxes in arrears. The Company provides no assurance that we will be able to collect any of the additional rent arrears in excess of the net $1.3 million already collected. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. During the three months ended March 31, 2021, the Company recognized $0.4 million of variable rent for the Powder Springs Facility and, as of the date of filing this Quarterly Report, has collected all of such variable rent replacing approximately $0.5 million of cash rent previously anticipated for the Wellington Tenant. The Tara Facility operations performance during the quarter is marginally profitable and performance has been sufficient to cover the rent the Company is obligated to pay under its lease. For further information on the Tara Facility performance see Note 13 – Segment Results. When the Wellington Transition occurred, all agreements executed prior to the Wellington Lease Termination with the Wellington Parties, other than the Security Agreements, terminated automatically. Additionally, the Wellington Parties and Regional agreed to a mutual release whereby each party releases, acquits, and forever discharges one another from any and all charges, complaints, claims, liabilities, demands, costs, losses, debts, and expenses of any nature whatsoever (including attorneys’ fees and costs actually incurred), known or unknown, suspected or unsuspected, accrued or not accrued, whether in law in equity, that existed from the beginning of time to the Wellington Transition Date. Subject to provisions in the OTAs and the Wellington Lease Termination, Regional is not liable for any contractual obligations or liabilities of the Wellington Parties owed to third parties arising prior to the Wellington Transition Date. Regional will pay and/or assume all vacation days, sick days and paid time off accruing on or before the Wellington Transition Date. Regional has indemnified the Wellington Parties from liabilities arising from or relating to any unpaid nursing home provider fees relating in any way to the Tara Facility and Powder Springs Facility for the period prior to and/or after December 1, 2020. Aspire. On November 30, 2018, the Company leased or subleased five facilities located in Ohio to affiliates (collectively, “Aspire Sublessees”) of Aspire Regional Partners, Inc. (“Aspire”) management, formerly affiliated with MSTC Development Inc., pursuant to separate sublease agreements (the “Aspire Subleases”), whereby the Aspire Sublessees took possession of, and commenced operating, the facilities (the “Aspire Facilities”) as tenant or subtenant. The Aspire Subleases became effective on December 1, 2018 and are structured as triple net leases. The Company agreed to indemnify Aspire against any and all liabilities imposed on them as arising from the former operator, capped at $8.0 million. The Company has assessed the fair value of the indemnity agreements as not material to the financial statements at March 31, 2021. Symmetry. Affiliates (the “Symmetry Tenants”) of Healthcare Management, LLC (“Symmetry” or “Symmetry Healthcare”) leased the following facilities from the Company, pursuant to separate lease agreements which expire in 2030 (the “Symmetry Leases”): (i) the Company’s 106-bed, skilled nursing facility located in Sylvia, North Carolina (the “Mountain Trace Facility”); (ii) the Company’s 96-bed, skilled nursing facility located in Sumter, South Carolina (the “Sumter Facility”); and (iii) the Company’s 84-bed, skilled nursing facility located in Georgetown, South Carolina (the “Georgetown Facility”). On June 27, 2018, the Company notified Blue Ridge of Sumter, LLC, the tenant with respect to the Sumter Facility (the “Sumter Tenant”), and Blue Ridge on the Mountain, LLC, the tenant with respect to the Mountain Trace Facility (the “Mountain Trace Tenant”), that continued breach of the payment terms of the applicable Symmetry Lease would constitute an event of default. The Symmetry Tenants had alleged that the Company was in material breach of each of the Symmetry Leases with regard to deferred maintenance and were withholding rental payments on the basis of such allegations. On January 28, 2019, the Company reached an agreement, with the Symmetry Tenants with respect to the Symmetry Leases, pursuant to which the Symmetry Tenants agreed to a $0.8 million (including approximately $0.06 million finance fees) payment plan for the rent arrears (the “Symmetry Payment Plan”). On February 28, 2019, the Company and the Mountain Trace Tenant mutually terminated the lease with respect to the Mountain Trace Facility and operations at the facility were transferred to Vero Health X, LLC, an affiliate of Vero Health, and hereafter also referred to as Vero Health. The Symmetry Tenants paid $0.1 million of the Symmetry Payment Plan during the three months ended March 31, 2021 and March 31, 2020, respectively. In February 2021, the Symmetry Tenants completed the Symmetry Payment Plan, upon completion of which the Company recognized $0.05 million in “Other revenues” having previously recognized $0.01 million prior to the year ended December, 31, 2019. Vero Health. On February 28, 2019, the Company entered into a lease agreement (the “Vero Health Lease”) with Vero Health, providing that Vero Health would take possession of and operate the Mountain Trace Facility located in North Carolina. The Vero Health Lease became effective, upon the termination of the prior Mountain Trace Tenant mutual lease termination on March 1, 2019. Peach Health. In connection with a master sublease agreement which the Company entered into with affiliates of Peach Health Group, LLC (“Peach Health”), as of June 18, 2016 and amended on March 30, 2018, the Company extended a line of credit to Peach Health (the “Peach Line”), which was subordinated to a line of credit extended to Peach Health by a third-party lender (the “Peach Working Capital Facility”). On August 27, 2020, subsequent to Peach Health repaying its Peach Working Capital Facility, the Company and Peach Health modified the Peach Line to: (i) reduce the then $1.3 million outstanding balance under the Peach Line to approximately $0.5 million, in connection with which Peach Health paid to the Company $0.45 million in cash and the Company accepted $0.35 million non-cash payment in exchange for Peach Health assuming from the Company certain bed tax liabilities related to facilities their affiliates operate; (ii) extend the maturity date of the Peach Line to August 1, 2025; (iii) decrease the interest rate from 16.5% to 8% per annum; and (iv) Peach Health agreed not to pledge, hypothecate or grant any security interest in their collateral to any other party, other than their current arrangement with the SBA, without the Company’s prior written consent. The remaining balance under the Peach Line shall be paid by Peach Health to the Company in 60 equal monthly installments. During the year ended December 31, 2019, the Company suspended revenue recognition on the Peach Line interest income due pursuant to the subordination of the Peach Line to the Peach Working Capital Facility. Upon the Peach Line modification on August 27, 2020, the Company recommenced interest income recognition Notes Receivable: At March 31, 2021 and December 31, 2020, approximately $0.4 million was outstanding on the Peach Line. Future Minimum Lease Receivables Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000's) 2021 (a) $ 9,337 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 100,889 (a) Estimated minimum lease receivables for the year ending December 31, 2021 include only payments scheduled to be received after March 31, 2021. For further details regarding the Company’s leased and subleased facilities to third-party operators, including a full summary of the Company’s leases to third-parties and which comprise the future minimum lease receivables of the Company, see Part II, Item 8, “Financial Statements and Supplementary Data”, Note 6 - Leases – Acquisitions and Dispositions | NOTE 6. LEASES Operating Leases As of December 31, 2020, the Company leased a total of nine skilled nursing facilities from unaffiliated owners under non-cancelable leases, most of which have rent escalation clauses and provisions for payments of real estate taxes, insurance and maintenance costs; each of the skilled nursing facilities that are leased by the Company are subleased to and operated by third-party tenants. Effective January 1, 2021 the Company began operating one of the previously subleased, leased skilled nursing facilities as a portfolio stabilization measure. The Company also leases certain office space located in Suwanee, Georgia. As of December 31, 2020, the Company is in compliance with all operating lease financial covenants. Facilities Leased to the Company The weighted average remaining lease term for the nine facilities where we are the lessee is approximately 6.8 years. Foster Prime Lease. Eight Covington Prime Lease. One of the Company’s facilities is leased under an agreement dated August 26, 2002, as subsequently amended (the “Covington Prime Lease”), by and between the Company and Covington Realty, LLC (“Covington”). On August 1, 2015, the Covington Prime Lease was amended, whereby the parties agreed to: (i) provide consent to the sublease of the facility to a third-party operator; (ii) extend the term of the lease to expire on April 30, 2025; and (iii) set the annual base rent, effective May 1, 2015 and continuing throughout the lease term, equal to 102% of the immediately preceding lease year’s base rent. The Covington Prime Lease represents approximately 8% of our annual minimum lease payments during the year ended December 31, 2020. On January 11, 2019, the Company and Covington entered into a forbearance agreement (the “Covington Forbearance Agreement”), whereby the Company and Covington agreed that: (i) the term of the lease be extended from April 30, 2025 until April 30, 2029 (the “Term”); (ii) the base rent be reduced by approximately $0.8 million until April 30, 2025, the remainder of the prior lease term; and (iii) the Company shall receive relief from approximately $0.5 million of outstanding lease amounts (the “Rent Due”) as of December 31, 2018. Without waiving any default by the Company or Covington’s rights and remedies, and subject to specified terms and conditions for so long as the Company or the Company’s subtenant are not in default under the lease and the proposed sublease, as the case may be, Covington (including its subsidiaries, affiliates, successors and assigns) will forbear from pursuing its rights against the Company for so long as neither the Company nor its subtenant is not in default under the existing lease, as amended on January 11, 2019, or the new sublease, on the final day of the third, fourth and fifth years following the execution of the new sublease. Covington will release and forever quit claim specified portions of the Rent Due as follows: one-third at the end of year three of the new sublease, one-third at the end of year four of the new sublease, and one-third at the end of year five of the new sublease. The forbearance period under the Covington Forbearance Agreement shall terminate as of the expiration of the Term. At Covington’s option in its sole and absolute business discretion, the Covington Forbearance Agreement and the forbearance period thereunder can be terminated upon the occurrence of certain specified events such as, the Company files a petition for bankruptcy or takes advantage of any other debtor relief law, or an involuntary petition for bankruptcy is filed against the Company, or any other judicial action is taken with respect to the Company by any creditor of the Company or the Company breaches or defaults in performance of any covenant or agreement contained in the Covington Forbearance Agreement. Upon termination of the forbearance period under the Covington Forbearance Agreement, for any reason, Covington may take all steps it deems necessary or desirable to enforce its lease rights as permitted by law or equity. Bonterra/Parkview Master Lease. The Company and certain of its subsidiaries terminated the Company’s lease and sublease of two skilled nursing facilities, an 115-bed skilled nursing facility located in East Point, Georgia and an 184-bed skilled nursing facility located in Atlanta, Georgia (the “Omega Facilities”), by mutual consent of the Company and the lessor (an affiliate of Omega Healthcare Investors, Inc. (“Omega Healthcare”)) and the sublessees (affiliates of Wellington) of each of the Omega Facilities (the “Omega Lease Termination”). Effective January 15, 2019, the Company’s leases for the Omega Facilities were terminated by mutual consent of the Company and the lessor of the Omega Facilities. Prior to the Omega Lease Termination, the Omega Facilities were leased under a single indivisible agreement (the “Bonterra/Parkview Master Lease”), which leases were due to expire August 2025 and which such facilities the Company subleased to third party subtenants. For further information, see Note 9 - Future Minimum Lease Payments Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000's) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 $ 6,551 $ (275 ) $ 6,276 2022 6,691 (771 ) 5,920 2023 6,823 (1,248 ) 5,575 2024 6,958 (1,708 ) 5,250 2025 7,095 (2,150 ) 4,945 Thereafter 12,736 (4,818 ) 7,918 Total $ 46,854 $ (10,970 ) $ 35,884 (1) Weighted average discount rate 7.98% Facilities Leased or Subleased by the Company As of December 31, 2020, the Company leased or subleased 21 facilities (12 owned by the Company and nine leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments to the Company, as applicable. The weighted average remaining lease term for our facilities is 6.5 years. Wellington . Two Beacon. On August 1, 2015, the Company entered into a lease inducement fee agreement with certain affiliates (collectively, the "Beacon Affiliates") of Beacon Health Management, LLC (“Beacon”), pursuant to which the Company paid a fee of $0.6 million as a lease inducement for certain Beacon Affiliates to enter into sublease agreements and to commence such subleases and transfer operations thereunder (the “Beacon Lease Inducement”). As of December 31, 2017, the balance of the Beacon Lease Inducement was approximately $0.5 million. On April 24, 2018, the Ohio Beacon Affiliates informed the Company in writing that they would no longer be operating five (four owned and one leased by the Company) of the Company’s facilities located in Ohio (the “Ohio Beacon Facilities”), whose leases were set to expire in 2025, and that they would surrender operation of such facilities to the Company on June 30, 2018. On November 30, 2018, the Ohio Beacon Affiliates, who were ten months in arrears on rental payments, surrendered possession of the Ohio Beacon Facilities and the lease was terminated by mutual consent. Pursuant to such termination, on November 30, 2018, the Company and the Ohio Beacon Affiliates entered into a termination agreement (the “Ohio Beacon Termination Agreement”), whereby the Ohio Beacon Affiliates agreed to pay a $0.675 million termination fee, payable in 18 monthly installments of $37,500 commencing January 3, 2019 in full satisfaction of the $0.5 million Beacon Lease Inducement and approximately $2.5 million in rent in arrears and approximately $0.6 million of other receivables, such as property taxes and capital expenditures, which discharges each tenant from any and all claims upon completion of the payment plan. During the twelve months ended December 31, 2019, the Company released approximately $0.3 million of the provision of doubtful accounts, as the Company had assessed the collectability of the remaining termination fee was more probable than not and as of December 31, 2020, all such installment payments were received in full satisfaction of the Ohio Beacon Termination Agreement payment plan. Aspire. On November 30, 2018, the Company subleased five facilities located in Ohio to affiliates (collectively, “Aspire Sublessees”) of Aspire Regional Partners, Inc. (“Aspire”) management, formerly affiliated with MSTC Development Inc., pursuant to separate sublease agreements (the “Aspire Subleases”), whereby the Aspire Sublessees took possession of, and commenced operating, the facilities (the “Aspire Facilities”) as subtenant. The Aspire Subleases became effective on December 1, 2018 and are structured as triple net leases. The Company agreed to indemnify Aspire against any and all liabilities imposed on them as arising from the former operator, capped at $8.0 million. The Company has assessed the fair value of the indemnity agreements as not material to the consolidated financial statements at December 31, 2020. The Aspire Facilities are comprised of: (i) a 94-bed skilled nursing facility located in Covington, Ohio (the “Covington Facility”); (ii) an 80-bed assisted living facility located in Springfield, Ohio (the “Eaglewood ALF Facility”); (iii) a 99-bed skilled nursing facility located in Springfield, Ohio (the “Eaglewood Care Center Facility”); (iv) a 50-bed skilled nursing facility located in Greenfield, Ohio (the “H&C of Greenfield Facility”); and (v) a 50-bed skilled nursing facility located in Sidney, Ohio (the “Pavilion Care Facility”). Under the Aspire Subleases, a default related to an individual facility may cause a default under all the Aspire Subleases. All Subleases are for an initial term of 10 years, with renewal options, except with respect to term for the H&C of Greenfield Facility, which has an initial five year term, and set annual rent increases generally commencing in the third lease year; from month seven of the Aspire Subleases monthly rent amounts may increase based on each facility’s prior month occupancy, with minimum annual rent escalations of at least 1% generally commencing in the third lease year. Minimum rent receivable for the Covington Facility, the Eaglewood ALF Facility, the Eaglewood Care Center Facility, the H&C of Greenfield Facility and the Pavilion Care Facility for the year ending December 31, 2019, the first lease year, was $0.4 million, $0.5 million, $0.4 million, $0.2 million and $0.2 million per annum, respectively. For the year ending December 31, 2020, minimum rent receivable increased for the Covington and the Eaglewood ALF Facility to $0.5 million and $0.6 million per annum, respectively. Symmetry. Affiliates of Symmetry Healthcare Management, LLC (“Symmetry” or “Symmetry Healthcare”) (collectively the “Symmetry Tenants”) leased the following facilities from the Company, pursuant to separate lease agreements which expire in 2030 (the “Symmetry Leases”): (i) the Company’s 106-bed, skilled nursing facility located in Sylvia, North Carolina (the “Mountain Trace Facility”); (ii) the Company’s 96-bed, skilled nursing facility located in Sumter, South Carolina (the “Sumter Facility”); and (iii) the Company’s 84-bed, skilled nursing facility located in Georgetown, South Carolina (the “Georgetown Facility”). On June 27, 2018, the Company notified Blue Ridge of Sumter, LLC, the tenant with respect to the Sumter Facility (the “Sumter Tenant”), and Blue Ridge on the Mountain, LLC, the tenant with respect to the Mountain Trace Facility (the “Mountain Trace Tenant”), that continued breach of the payment terms of the applicable Symmetry Lease would constitute an event of default. The Symmetry Tenants had alleged that the Company was in material breach of each of the Symmetry Leases with regard to deferred maintenance and were withholding rental payments on the basis of such allegations. On January 28, 2019, the Company reached an agreement, with the Symmetry Tenants with respect to the Symmetry Leases, pursuant to which the Symmetry Tenants agreed to a payment plan for the rent arrears (the “Symmetry Payment Plan”) and the Company agreed to a reduction in annualized rent of approximately $0.6 million, and waived approximately $0.2 million in rent arrears, upon which the Symmetry Tenants recommenced monthly rent payments of $0.1 million starting with the September 1, 2018 amounts due under the Symmetry Leases. During the year ended December 31, 2019, Vero Health. On February 28, 2019, the Company entered into a lease agreement (the “Vero Health Lease”) with Vero Health, providing that Vero Health would take possession of and operate the Mountain Trace Facility located in North Carolina. The Vero Health Lease became effective, upon the termination of the prior Mountain Trace Tenant mutual lease termination on March 1, 2019. The Vero Health Lease is for an initial term of 10 years, with renewal options, is structured as a triple net lease and rent for the Mountain Trace Facility is approximately $0.5 million per year, with an annual 2.5 % rent escalation clause. Peach Health. On June 18, 2016, the Company entered into a master sublease agreement, as amended on March 30, 2018, (the “Peach Health Sublease”) with affiliates of Peach Health Group, LLC (“Peach Health”) (collectively, “Peach Health Sublessee”), providing that Peach Health Sublessee would take possession of and operate three facilities located in Georgia (the “Peach Facilities”) as subtenant. The Peach Facilities are comprised of: (i) an 85-bed skilled nursing facility located in Tybee Island, Georgia (the “Oceanside Facility”); (ii) a 50-bed skilled nursing facility located in Tybee Island, Georgia (the “Savannah Beach Facility”); and (iii) a 131-bed skilled nursing facility located in Jeffersonville, Georgia (the “Jeffersonville Facility”). In connection with the Peach Health Sublease, the Company extended a line of credit to Peach Health Sublessee for up to $1.0 million for operations at the Peach Facilities (the “Peach Line”), with an initial interest rate of 13.5% per annum, which increased by 1% per annum. The Peach Line had a maturity date one year from the date of the first disbursement and is secured by a first priority security interest in Peach Health Sublessee’s assets and accounts receivable (the “Peach Collateral”). On April 6, 2017, the Company modified certain terms of the Peach Line in connection with Peach Health Sublessee securing a $2.5 million revolving working capital loan from a third party lender (the “Peach Working Capital Facility”), subsequently capped at $1.75 million, which matured on April 5, 2020. The Peach Working Capital Facility was secured by Peach Health Sublessee’s eligible accounts receivable, and all collections on the eligible accounts receivable were remitted to a lockbox controlled by the third-party lender and was guaranteed by the Company. Payment of principal and interest under the Peach Line was previously governed by certain financial covenants limiting distributions under the Peach Working Capital Facility. The modifications of the Peach Line included: (i) reducing the loan balance to $0.8 million and restricting further borrowings; (ii) extending the maturity date to October 1, 2020 and adding a six month extension option by Peach Health Sublessee, subject to certain conditions; (iii) increasing the interest rate from 13.5% per annum by 1% per annum; and (iv) establishing a four-year amortization schedule. During May 2020, Peach Health Sublessee, having fully repaid their Peach Working Capital Facility according to its terms, recommenced monthly required payments toward the Peach Line outstanding balance. On August 27, 2020, the Company and the Peach Health Sublessee modified the Peach Line, pursuant to that certain Amended Promissory Note and the accompanying Agreement Regarding Lease and Note, each by and between the Company and the Peach Health Sublessee to: (i) reduce the then $1.3 million outstanding balance under the Peach Line to approximately $0.5 million, in connection with which the Peach Health Sublessee paid to the Company $0.45 million in cash and the Company accepted $0.35 million non-cash payment for the Peach Health Sublessee assuming from the Company the Peach Facilities’ bed tax liability; (ii) extend the maturity date of the Peach Line to August 1, 2025; (iii) decrease the interest rate from 16.5% to 8% per annum; and (iv) Peach Health Sublessee agrees not to pledge, hypothecate or grant a security interest in the Peach Collateral to any other party, other than their current arrangement with the SBA, without the Company’s prior written consent. The remaining balance under the Peach Line shall be paid by the Peach Health Sublessee to the Company in 60 equal monthly installments. During the year ended December 2019, the Company suspended revenue recognition on the Peach line interest income due pursuant to the subordination of the Peach Line to the Peach Health Sublessees third-party Peach Working Capital Facility and upon the Peach Line modification on August 27, 2020 the Company recommenced interest income recognition. As of December 31, 2020 and December 31, 2019, there was approximately $0.4 million and $1.2 million outstanding balance on the Peach Line, of which $0.4 million and $0.1 million was due greater than twelve months, respectively. The December 31, 2019, outstanding balance included approximately $0.4 million in outstanding deferred interest. C.R. Management. On March 21, 2018, C. R. of Attalla, LLC (the “Attalla Tenant”), affiliated with C. Ross Management, LLC (“C.R. Management”), filed a voluntary chapter 11 bankruptcy petition in Alabama, due to unpaid back taxes owed to the Internal Revenue Services (the “IRS”) and a large professional and general liability judgement (the “Attalla PLGL Claim”) imposed against it, in order to be granted an automatic stay from any IRS recoupments and any collection attempts from the Attalla PLGL Claim. The Attalla Tenant continued to pay its monthly rent obligations under its lease agreement to the Company pursuant to the April 16, 2018, court approved motion for the Attalla Tenant to formally assume the Attalla lease. On January 8, 2019, the Attalla Tenant bankruptcy filing was dismissed per filing with the bankruptcy court. On August 1, 2019, the Company sold the facility leased to the Attalla Tenant and another facility leased to another tenant affiliated with C.R. Management and assigned the associated leases, which were set to expire in 2030, pursuant to an asset sale. See Note – 9 for further information. Southwest LTC. In connection with an asset sale, the Company sold two facilities, one on each of August 1, 2019 and on August 28, 2019, assigning both associated leases which were set to expire in 2025. The tenants of such facilities were affiliated with Southwest LTC and were our only tenants associated with Southwest LTC. See Note – 9 for further information. Future Minimum Lease Receivables Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000's) 2021 $ 12,384 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 103,936 The following is a summary of the Company’s leases to third-parties and which comprise the future minimum lease receivables of the Company. The terms of each lease are structured as “triple-net” leases. Other than the lease for the Powder Springs Facility, each lease contains specific rent escalation amounts ranging from 1.0% to 3.0% annually. Further, each lease has one or more renewal options. For those facilities subleased by the Company, the renewal option in the sublease agreement is dependent on the Company’s renewal of its lease agreement. Initial Lease Term Commencement Expiration 2021 Cash Facility Name Operator Affiliation (1) Date Date Annual Rent (Thousands) Owned Eaglewood ALF Aspire 12/1/2018 11/30/2028 $ 630 Eaglewood Care Center Aspire 12/1/2018 11/30/2028 441 H&C of Greenfield Aspire 12/1/2018 11/30/2023 223 Southland Healthcare Beacon Health Management 11/1/2014 10/31/2024 990 The Pavilion Care Center Aspire 12/1/2018 11/30/2028 231 Autumn Breeze C.R. Management 9/30/2015 9/30/2025 916 Coosa Valley Health Care C.R. Management 12/1/2014 8/31/2030 1,021 Glenvue H&R C.R. Management 7/1/2015 6/30/2025 1,341 Meadowood C.R. Management 5/1/2017 8/31/2030 484 Georgetown Health Symmetry Healthcare 4/1/2015 3/31/2030 347 Mountain Trace Rehab (2) Vero Health Management 3/1/2019 2/28/2029 502 Sumter Valley Nursing Symmetry Healthcare 4/1/2015 3/31/2030 643 Subtotal Owned Facilities (12) $ 7,769 Leased Covington Care Aspire 12/1/2018 11/30/2028 $ 528 Lumber City Beacon Health Management 11/1/2014 8/31/2027 959 LaGrange C.R. Management 4/1/2015 8/31/2027 1,174 Thomasville N&R C.R. Management 7/1/2014 8/31/2027 371 Jeffersonville Peach Health 6/18/2016 8/31/2027 771 Oceanside Peach Health 7/13/2016 8/31/2027 525 Savannah Beach Peach Health 7/13/2016 8/31/2027 287 Powder Springs (3) Empire 1/1/2021 8/1/2027 — Tara (3) Regional Health Properties — Subtotal Leased Facilities (9) $ 4,615 Total (21) $ 12,384 (1) (2) . (3) Subsequent Events Our leases and subleases are leased by facility with tenants that are separate legal entities affiliated with the above operators. All facilities are skilled nursing facilities except for Eaglewood ALF and Meadowood, which are assisted living facilities. All facilities, except for the Tara Facility under our operation since January 1, 2021, have renewal provisions of one term of five years except Mountain Trace Rehab, Sumter Valley Nursing, Covington Care, Pavilion Care Center, Eaglewood ALF, Eaglewood Care Center, Powder Springs and Georgetown Health, which have two renewal terms with each being five years and H&C of Greenfield, which has three renewal terms with each being five years. Other than the lease for the Powder Springs Facility, the leases also contain standard rent escalations that range from 1.0% to 3.0% annually. |
Accrued Expenses
Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Payables And Accruals [Abstract] | ||
Accrued Expenses | NOTE 7. ACCRUED EXPENSES Accrued expenses consist of the following: (Amounts in 000’s) March 31, 2021 December 31, 2020 Accrued employee benefits and payroll-related $ 449 $ 218 Real estate and other taxes (1) 1,022 491 Self-insured reserve (2) 183 183 Accrued interest 334 424 Unearned rental revenue 42 41 Other accrued expenses 1,148 868 Total accrued expenses $ 3,178 $ 2,225 (1) Includes approximately $0.7 million of bed taxes in arrears related to the Wellington Transition. (2) The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third party administrator and outside counsel to manage and defend the claims (see Note 12 - Commitments and Contingencies) | Accrued expenses consist of the following: December 31, Amounts in (000's) 2020 2019 Accrued employee benefits and payroll related $ 218 $ 239 Real estate and other taxes 491 883 Self-insured reserve (1) 183 453 Accrued interest 424 208 Unearned rental revenue 41 46 Other accrued expenses 868 784 Total $ 2,225 $ 2,613 (1) - Commitments and Contingencies |
Notes Payable and Other Debt
Notes Payable and Other Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes Payable and Other Debt | NOTE 8. NOTES PAYABLE AND OTHER DEBT See Part II, Item 8, “Financial Statements and Supplementary Data”, – Notes Payable and Other Debt Notes payable and other debt consists of the following: (Amounts in 000’s) March 31, 2021 December 31, 2020 Senior debt—guaranteed by HUD $ 30,875 $ 31,104 Senior debt—guaranteed by USDA 13,096 13,139 Senior debt—guaranteed by SBA 616 628 Senior debt—bonds 6,500 6,500 Senior debt—other mortgage indebtedness 3,593 3,631 Other debt 1,105 822 Subtotal 55,785 55,824 Deferred financing costs (1,221 ) (1,250 ) Unamortized discount on bonds (131 ) (135 ) Notes payable and other debt $ 54,433 $ 54,439 The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2021 December 31, 2020 Senior debt - guaranteed by HUD (b) The Pavilion Care Center Orix Real Estate Capital 12/01/2027 Fixed 4.16 % $ 956 $ 986 Hearth and Care of Greenfield Orix Real Estate Capital 08/01/2038 Fixed 4.20 % 1,902 1,920 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,935 4,968 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,662 7,712 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,660 6,705 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,372 3,394 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,388 5,419 Total $ 30,875 $ 31,104 Senior debt - guaranteed by USDA (c) Coosa (d) Metro City 09/30/2035 Prime + 1.50% 5.50 % 5,149 5,149 Mountain Trace (e) Community B&T 02/24/2037 Prime + 1.75% 5.75 % 3,954 3,972 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50% 6.00 % 3,993 4,018 Total $ 13,096 $ 13,139 Senior debt - guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25% 5.50 % 616 628 Total $ 616 $ 628 (a) (b) (c) (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for that certain 122-bed skilled nursing facility commonly known as Coosa, located in Glencoe, Alabama, were deferred (a part of the “USDA Payment Program”). Monthly payments which commenced on October 1, 2020 are being applied to current interest, then deferred interest until the deferred interest is paid in full. Upon expiration of the deferral period, the payments will be re-amortized over the remaining term of the loan. (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments which commenced on September 1, 2020 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed skilled nursing facility commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments recommenced on November 1, 2020 with payments through February 2021 being applied to principal and interest. Monthly payments which commenced on March 1, 2021 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (g) (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2021 December 31, 2020 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,379 $ 6,379 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50 % 121 121 Total $ 6,500 $ 6,500 (a) Represents cash interest rates as of March 31, 2021. The rates exclude amortization of deferred financing of approximately 0.15% per annum. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2021 December 31, 2020 Senior debt - other mortgage indebtedness Meadowood Exchange Bank of Alabama 05/01/2022 Fixed 4.50 % 3,593 3,631 Total $ 3,593 $ 3,631 (a) (Amounts in 000’s) Lender Maturity Interest Rate March 31, 2021 December 31, 2020 Other debt First Insurance Funding 03/01/2021 Fixed 2.38 % $ — $ 94 Servarus Financial Inc. (a) 11/1/2021 Fixed 5.18 % 381 — Key Bank 08/25/2021 Fixed 0.00 % 495 495 FountainHead Commercial Capital - PPP Loan 04/16/2022 Fixed 1.00 % 229 229 Marlin Covington Finance 03/11/2021 Fixed 20.17 % — 4 Total $ 1,105 $ 822 (a) Insurance financing for professional and general liability and property insurance for the Tara Facility in our Healthcare Services segment. Debt Covenant Compliance As of March 31, 2021, the Company had 17 credit related instruments outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum earnings before interest, taxes, depreciation, and amortization or earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs, and current ratios. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on monthly and quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. As of March 31, 2021, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit related instruments. Scheduled Maturities The schedule below summarizes the scheduled gross maturities as of March 31, 2021 for each of the next five years and thereafter. For the twelve months ended March 31, (Amounts in 000’s) 2022 $ 2,667 2023 5,211 2024 1,778 2025 1,867 2026 1,959 Thereafter 42,303 Subtotal $ 55,785 Less: unamortized discounts (131 ) Less: deferred financing costs, net (1,221 ) Total notes and other debt $ 54,433 | Notes payable and other debt consists of the following: December 31, Amounts in (000's) 2020 2019 Senior debt—guaranteed by HUD $ 31,104 $ 31,996 Senior debt—guaranteed by USDA (a) 13,139 13,298 Senior debt—guaranteed by SBA (b) 628 650 Senior debt—bonds 6,500 6,616 Senior debt—other mortgage indebtedness 3,631 3,777 Other debt 822 539 Sub Total 55,824 56,876 Deferred financing costs (1,250 ) (1,364 ) Unamortized discounts on bonds (135 ) (149 ) Notes payable and other debt $ 54,439 $ 55,363 (a) (b) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2020 December 31, 2019 Senior debt - guaranteed by HUD (b) The Pavilion Care Center Orix Real Estate Capital 12/01/2027 Fixed 4.16 % $ 986 $ 1,105 Hearth and Care of Greenfield Orix Real Estate Capital 08/01/2038 Fixed 4.20 % 1,920 1,992 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,968 5,094 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,712 7,909 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,705 6,876 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,394 3,480 Sumter Valley Key Bank 01/01/2047 Fixed 3.70 % 5,419 5,540 Total $ 31,104 $ 31,996 Senior debt - guaranteed by USDA (c) Coosa (d) Metro City 09/30/2035 Prime + 1.50% 5.50 % $ 5,149 $ 5,212 Mountain Trace (e) Community B&T 02/24/2037 Prime + 1.75% 5.75 % 3,972 4,009 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50% 6.00 % 4,018 4,077 Total $ 13,139 $ 13,298 Senior debt - guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25% 5.50 % $ 628 $ 650 Total $ 628 $ 650 (a) Represents interest rates as of December 31, 2020 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 0.53% per annum. (b) (c) (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for that certain 122-bed skilled nursing facility commonly known as Coosa, located in Glencoe, Alabama, were deferred (a part of the “USDA Payment Program”). Monthly payments commencing October 1, 2020 are being applied to current interest, then deferred interest until the deferred interest is paid in full. Upon expiration of the deferral period, the payments will be re-amortized over the remaining term of the loan. (e) (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed skilled nursing facility commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments will recommence November 1, 2020 and the payments will be re-amortized over the remaining term of the loan (g) (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2020 December 31, 2019 Senior debt - bonds (b) Eaglewood Bonds Series A (c) City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,379 $ 6,379 Eaglewood Bonds Series B (c) City of Springfield, Ohio 05/01/2021 Fixed 8.50 % 121 237 Total $ 6,500 $ 6,616 (a) (b) (c) (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2020 December 31, 2019 Senior debt - other mortgage indebtedness Meadowood Exchange Bank of Alabama 05/01/2022 Fixed 4.50 % $ 3,631 $ 3,777 Total $ 3,631 $ 3,777 (a) Represents interest rates as of December 31, 2020 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.30% per annum. (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2020 December 31, 2019 Other debt First Insurance Funding 03/01/2021 Fixed 2.38 % $ 94 $ 27 KeyBank 08/25/2021 Fixed 0.00 % 495 495 FountainHead Commercial Capital - PPP Loan 04/16/2022 Fixed 1.00 % 229 — Marlin Covington Finance 3/11/2021 Fixed 20.17 % 4 17 Total $ 822 $ 539 Debt Covenant Compliance As of December 31, 2020, the Company had approximately 18 credit related instruments outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum earnings before interest, taxes, depreciation, and amortization or earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs, and current ratios. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on monthly and quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. At December 31, 2020, the Company was in compliance with the various financial and administrative covenants related to all of the Company’s credit facilities Scheduled Maturities The schedule below summarizes the scheduled gross maturities as of December 31, 2020 for each of the next five years and thereafter. Amounts in (000's) 2021 $ 2,257 2022 5,222 2023 1,770 2024 1,854 2025 1,948 Thereafter 42,773 Subtotal 55,824 Less: unamortized discounts (135 ) Less: deferred financing costs (1,250 ) Total notes and other debt $ 54,439 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | NOTE 9. ACQUISITIONS AND DISPOSITIONS Acquisitions The Company made no acquisitions during the years ended December 31, 2020 and December 31, 2019, respectively. The Company made no dispositions during the year ended December 31, 2020. Facilities Sold to MED Pursuant to the Purchase and Sale Agreement, dated April 15, 2019, as subsequently amended from time to time (the “PSA”), between certain subsidiaries of the Company and MED Healthcare Partners LLC (“MED”), the Company sold to affiliates of MED four skilled nursing facilities (collectively, the “PSA Facilities”), together with substantially all of the fixtures, equipment, furniture, leases and other assets relating to such PSA Facilities (the “Asset Sale”). Under the PSA, the Company sold: (i) on August 28, 2019, the 100-bed skilled nursing facility commonly known as Northwest Nursing Center located in Oklahoma City, Oklahoma (the “Northwest Facility”); and (ii) on August 1, 2019, the following three facilities, (a) the 182-bed skilled nursing facility commonly known as Attalla Health & Rehab located in Attalla, Alabama (the “Attalla Facility”), (b) the 100-bed skilled nursing facility commonly known as Healthcare at College Park located in College Park, Georgia (the “College Park Facility”), and (c) the 118-bed skilled nursing facility commonly known as Quail Creek Nursing Home located in Oklahoma City, Oklahoma (the “Quail Creek Facility”). Subject to the terms of the PSA, the Company sold, and MED purchased, all of the Company’s right, title and interest in the PSA Facilities. MED’s obligation to complete such purchase and sale was subject to specified closing conditions, which included a 30 day due diligence period (the “Due Diligence Period”). In consideration therefor, MED paid to the Company the sum of approximately $28.5 million in cash. On June 11, 2019, the Company and MED entered into an amendment (the “PSA Amendment”) to the PSA, pursuant to which the Company and MED agreed, that the Due Diligence Period expired as of June 3, 2019 and that the scheduled closing date, subject to satisfaction or waiver of customary terms and conditions, would occur on August 1, 2019. In accordance with the PSA and PSA Amendment, MED deposited the first deposit of $0.15 million and the second deposit of $0.15 million into an escrow account. On August 1, 2019, the Company and MED completed the sale of three of the PSA Facilities, together with substantially all of the fixtures, equipment, furniture, leases and other assets relating to such facilities, pursuant to the PSA as amended, and entered into an additional amendment to the PSA on July 31, 2019 (the “PSA NW Amendment”). The aggregate purchase price paid to the Company for the three facilities was $26.1 million, net of $0.175 million from the first and second deposits held in escrow. The remaining earned $0.125 million was applied to the remaining facility sale on August 28, 2019, and the Company paid a $0.4 million sale commission. The proceeds from the sale were used to repay to Pinecone Realty Partners II, LLC (“Pinecone”) all amounts owed under a loan agreement, dated February 15, 2018, as amended from time to time, with an original aggregate principal amount of $16.25 million which refinanced existing mortgage debt (the “Pinecone Credit Facility”) and all amounts owed under a term loan agreement, dated September 27, 2013, as amended from time to time, between the Company and Congressional Bank (the “Quail Creek Credit Facility”). The PSA NW Amendment provided for: (i) the extension of the scheduled closing date of the fourth facility, the Northwest Facility, to August 30, 2019, subject to satisfaction or waiver of customary terms and conditions, which could have been extended to September 30, 2019, for an additional non-refundable fee of $0.075 million if MED notified the Company in writing by August 28, 2019 at 5:00 p.m. EST; and (ii) a reduction in the purchase price of approximately $0.1 million for building improvements. On August 28, 2019, the Company sold to MED the Northwest Facility, together with substantially all of the fixtures, equipment, furniture, leases and other assets relating to the Northwest Facility, pursuant to the PSA as amended, between the Company and MED. In connection with the sale, MED paid to the Company a cash purchase price for the Northwest Facility equal to $2.4 million, and the Company incurred approximately $0.1 million for a building improvement credit and sales commission expenses. The sale of the PSA Facilities contributed approximately $4.8 million income to the Company’s “Net loss attributable to Regional Health Properties, Inc. common stockholders” for the twelve months ended December 31, 2019, which was comprised of approximately $6.4 million gain on the sale of assets, approximately $0.1 million in operational net income offset by approximately $1.7 million of expenses related to the Pinecone Credit Facility forbearance agreements and debt extinguishment, in "Net loss attributable to Regional Health Properties, Inc. common stockholders" reported in the Consolidated Statement of operations for the twelve months ended December 31, 2019. The following table provides summary information regarding the leases associated with the PSA Facilities and related licensed beds/units by operator affiliation as of the disposition date: 2019 Cash 2019 Cash Lease Term Annual Rent Annual Rent Facility Name Licensed Beds/Units Location Operator Affiliation Expiration Date (Amounts in 000’s) % of Total Expected Attalla (a) 182 AL C.R. Management 8/31/2030 $ 1,175 6.4 % College Park (a) 100 GA C.R. Management 3/31/2025 645 3.5 % Quail Creek (a) 118 OK Southwest LTC 12/31/2025 783 4.3 % Northwest (b) 100 OK Southwest LTC 12/31/2025 379 2.1 % Total 500 $ 2,982 16.3 % (a) Disposition was completed on August 1, 2019. The Company received net proceeds of $0.4 million after repayment of the Pinecone Credit Facility, the Quail Creek Credit Facility and associated expenses related to the transactions. (b) Disposition was completed on August 28, 2019. The Company received net proceeds of $2.3 million. The following table provides summary information regarding the credit facilities associated with the PSA Facilities and related purchase price, debt repaid and net gain on the sale for the period ended December 31, 2019: Principal indebtedness repaid Purchase Price Gain/(loss) on Sale Facility Name Lender Interest Rate (Amounts in 000’s) (Amounts in 000’s) (Amounts in 000’s) Attalla Pinecone Fixed 13.50 % $ 9,696 $ 13,000 $ 3,739 College Park Pinecone Fixed 13.50 % 3,043 7,000 3,050 Quail Creek Congressional Bank LIBOR + 4.75% 7.15 % 3,878 6,100 524 Northwest Pinecone Fixed 13.50 % 3,011 2,400 (862 ) AdCare Property Holdings Pinecone Fixed 13.50 % 5,009 — — Total $ 24,637 $ 28,500 $ 6,451 Pinecone Credit Facility On August 1, 2019, the Company paid $21.3 million to Pinecone to repay all amounts owed under the Pinecone Credit Facility and a forbearance agreement (the “A&R New Forbearance Agreement”). The repayment amount was comprised of the following amounts: (i) approximately $20.7 million in principal (net of $0.1 million loan forgiveness); (ii) $0.5 million in interest; and (iii) $0.1 million in legal expenses. On September 30, 2019, the Company paid $0.4 million to Pinecone to terminate the Surviving Obligations. Quail Creek Credit Facility On August 1, 2019, the Company paid approximately $3.8 million to Congressional Bank to extinguish all obligations and amounts owed under the Quail Creek Credit Facility. The repayment amount was comprised of $3.9 million in principal after application of approximately $0.1 million in restricted cash. Omega Lease Termination Effective January 15, 2019, and as contemplated by the A&R New Forbearance Agreement, the Company’s lease for of two skilled nursing facilities, an 115-bed skilled nursing facility located in East Point, Georgia and an 184-bed skilled nursing facility located in Atlanta, Georgia (the “Omega Facilities”), which leases were due to expire August 2025 and which Omega Facilities the Company subleased to third party subtenants, were terminated by mutual consent of the Company and the lessor (affiliate of Omega Healthcare) and the sublessees (affiliates of Wellington) of each of the Omega Facilities (the “Omega Lease Termination”). In connection with the Omega Lease Termination, the Company transferred approximately $0.4 million of all its integral physical fixed assets in the Omega Facilities to the lessor and on January 28, 2019 and received from the lessor gross proceeds of approximately $1.5 million, consisting of (i) a termination fee in the amount of $1.2 million and (ii) approximately $0.3 million to satisfy other net amounts due to the Company under the leases. The Company paid $1.2 million of such Omega Lease Termination proceeds to Pinecone on January 28, 2019, as required by the A&R New Forbearance Agreement, to reimburse Pinecone for approximately $0.3 million of certain unpaid expenses and partially prepay $0.9 million of the AdCare Property Holdings Loan. The Omega Lease Termination contributed approximately $0.7 million income recorded in "Net loss attributable to Regional Health Properties, Inc. common stockholders" reported in the consolidated statement of operations for the year ended December 31, 2019. The following table provides summary information for the Omega Lease Termination assets and liabilities held for sale at December 31, 2018 and the assets and liabilities associated with the PSA Facilities sold during the period ended December 31, 2019: Disposed Comparative (b) Actual (a) August 1, August 28, December 31, December 31, (Amounts in 000's) 2019 2019 2018 2018 Restricted cash, current $ 126 $ — $ 145 $ — Accounts receivable 51 — 55 — Lease deposits — — — 375 Straight-line rent receivable 932 125 1,013 704 Buildings and improvements, net 15,551 2,320 18,081 352 Equipment and computer related, net 272 187 495 97 Land, net 1,160 181 1,341 — Intangible assets—lease rights, net — — — 676 Goodwill 230 290 520 — Assets of disposal group $ 18,322 $ 3,103 $ 21,650 $ 2,204 Accounts payable $ — $ — $ — $ 100 Other liabilities -lease deposits 140 — 140 170 Notes payable and other debt 24,535 — 24,221 — Deferred financing costs (33 ) — (58 ) — Other liabilities -accrued straight-line rent — — — 1,221 Liabilities of disposal group $ 24,642 $ — $ 24,303 $ 1,491 (a) Actual Omega Lease Termination assets and liabilities held for sale at December 31, 2018 sold during January 2019. On December 27, 2018, the Board unanimously approved to terminate the Bonterra/Parkview Master Lease for gross proceeds of approximately $1.5 million, consisting of (i) a termination fee in the amount of $1.2 million and (ii) approximately $0.3 million to satisfy other net amounts due to the Company under the leases. (b) Comparative balance of assets and liabilities sold pursuant to the PSA at December 31, 2018. |
Discontinued Operations
Discontinued Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Discontinued Operations | NOTE 9. DISCONTINUED OPERATIONS Discontinued Operations For discontinued operations, cost of services, primarily accruals or releases of over accruals for professional and general liability claims and bad debt expense are classified in the activities below. For a historical listing and description of the Company’s discontinued entities, see Part II, Item 8, “Financial Statements and Supplementary Data”, – Discontinued Operations The following table summarizes the activity of discontinued operations for the three months ended March 31, 2021 2020 Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Cost of services $ 13 $ 37 Net loss $ (13 ) $ (37 ) The Company’s major classes of discontinued operation’s assets and liabilities included within the Company’s consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively are: (i) “Accounts receivable, net of allowance” of $0.1 million and $0.1 million; (ii) “Accounts payable” of $2.5 million and $2.6 million; and (iii) “Accrued Expenses” of $0.7 million and $0.7 million. | NOTE 10. DISCONTINUED OPERATIONS Disposition of Facility Operations Historically, the Company’s business has focused primarily on owning and operating skilled nursing facilities and managing such facilities for unaffiliated owners with whom the Company has management contracts. In July 2014, the Board approved and commenced the Transition, pursuant to which the Company: (i) leased to third-party operators all of the healthcare properties which the Company owns and previously operated; (ii) subleased to third-party operators all of the healthcare properties which the Company leases (but does not own) and previously operated; and (iii) retained a management agreement to manage two skilled nursing facilities and one independent living facility for third parties. The Transition was completed in December 2015. Discontinued operations activities reported in the table below consist of (i) recoveries, which is primarily releases of accruals for professional and general liability claims and bad debt expense recoveries, and (ii) other expense, net which is additional accruals for professional and general liability claims and expenses related to collections for amounts and activities originating prior to the Transition. The following table summarizes the activity of discontinued operations for the years ended December 31, 2020 and 2019: Year Ending December 31, (Amounts in 000’s) 2020 2019 Recoveries (63 ) (626 ) Other expense, net 147 — Net (loss) income $ (84 ) $ 626 The Company’s major classes of discontinued operation’s assets and liabilities included within the Company’s consolidated balance sheets at December 31, 2020 and December 31, 2019, respectively are: (i) “Accounts payable” of $2.6 million and $3.4 million; and (ii) “Accrued expenses” of $0.7 million and $1.0 million. |
Common and Preferred Stock
Common and Preferred Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | ||
Common and Preferred Stock | NOTE 10. COMMON AND PREFERRED STOCK Common Stock There were no dividends declared or paid on the common stock during the three months ended March 31, 2021 and 2020. Preferred Stock No dividends were declared or paid on the Series A Preferred Stock for the three months March 31, 2021 and 2020. As of March 31, 2021, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $30.1 million of undeclared preferred stock dividends in arrears. Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the Board out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at an annual rate equal to 10.875% of the $25.00 per share stated liquidation preference of the Series A Preferred Stock, which is equivalent to an annual rate of $2.72 per share or $1.9 million per quarter. Dividends on the Series A Preferred Stock, when and as declared by the Board, are payable quarterly in arrears, on March 31, June 30, September 30, and December 31 of each year. On June 8, 2018, the Board determined to continue suspension of the payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Under the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether such dividends are declared by the Board. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for four dividends periods: (i) the annual dividend rate on the Series A Preferred Stock has increased to 12.875% ,which is equivalent to an annual rate of $3.20 or $2.2 million per quarter, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash; and (ii) the holders of the Series A Preferred Stock will be entitled to vote, as a single class, for the election of two additional directors to serve on the Board, as further described in the Charter. As of March 31, 2021, the Company had 2,811,535 shares of the Series A Preferred Stock issued and outstanding. The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. For historical information regarding the Series A Preferred Stock, the Company’s former “at-the-market” offering program and prior share repurchase programs, see Part II, Item 8, “Financial Statements and Supplementary Data”, Note 11 – Common and Preferred Stock | Common Stock As discussed in Note 1 - Summary of Significant Accounting Policies There were no dividends paid on the common stock during the twelve months ended December 31, 2020 and for the twelve months ended December 31, 2019. Preferred Stock As of December 31, 2020, the Company had 2,811,535 shares of the Series A Preferred Stock issued and outstanding. The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. No dividends were declared or paid on the Series A Preferred Stock for the twelve months ended December 31, 2020 and for the twelve months ended December 31, 2019. Holders of the Series A Preferred Stock generally have no voting rights but have limited voting rights under certain circumstances, as described in the Charter. The Company is required to redeem the Series A Preferred Stock following a “Change of Control,” as defined in the Charter. Dividends The following table summarizes the preferred stock dividends in arrears at December 31, 2020: Date paid / Arrears date Dividends Per Share Dividend Arrears (in 000's) Preferred Stock Dividends: 12/31/2017 0.68 1,912 For the year ended December 31, 2017 $ 1,912 3/31/2018 $ 0.68 $ 1,912 6/30/2018 0.68 1,912 9/30/2018 0.68 1,912 12/31/2018 0.80 2,249 For the year ended December 31, 2018 $ 2.84 $ 7,985 3/31/2019 $ 0.80 $ 2,250 6/30/2019 0.80 2,249 9/30/2019 0.80 2,249 12/31/2019 0.80 2,249 For the year ended December 31, 2019 $ 3.20 $ 8,997 3/31/2020 $ 0.80 $ 2,250 6/30/2020 0.80 2,249 9/30/2020 0.80 2,249 12/31/2020 0.80 2,249 For the year ended December 31, 2020 $ 3.20 $ 8,997 Cumulative Total Outstanding $ 27,891 * The Board has suspended payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Such dividend suspension does not trigger a default under the Company’s outstanding indebtedness. As of December 31, 2020, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $27.9 million of undeclared preferred stock dividends in arrears. Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the Board out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at an annual rate equal to 10.875% of the $25.00 per share stated liquidation preference of the Series A Preferred Stock, which is equivalent to an annual rate of $2.72 per share. Dividends on the Series A Preferred Stock are payable quarterly in arrears, on March 31, June 30, September 30, and December 31, of each year, unless suspended by the Board. On June 8, 2018, the Board determined to continue suspension of the payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Under the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether such dividends are declared by the Board. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for four dividends periods: (i) the annual dividend rate on the Series A Preferred Stock has increased to 12.875% ,which is equivalent to an annual rate of $3.20, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash; and (ii) the holders of the Series A Preferred Stock are entitled to vote, as a single class, for the election of two additional directors to serve on the Board, as further described in , and subject to the requirements of, the Charter. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Based Compensation | NOTE 11. STOCK BASED COMPENSATION Stock Incentive Plans On November 4, 2020, the Board adopted, subject to shareholder approval, the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The Company’s shareholders approved the 2020 Plan on December 16, 2020 at the 2020 Annual Meeting of Shareholders of the Company. The maximum number of shares of common stock authorized for issuance under the 2020 Plan is 250,000 shares, subject to certain adjustments. No awards may be made under the 2020 Plan after the 10th anniversary of the date of shareholder approval of the 2020 Plan, and no incentive stock options may be granted after the 10th anniversary of the date of Board approval of the 2020 Plan. The 2020 Plan replaces the AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”), which was assumed by Regional Health pursuant to the Merger. The 2011 Plan was originally due to expire on March 28, 2021 and provided for a maximum of 168,950 shares of common stock to be issued. No additional awards may be granted under the 2011 Plan, effective upon shareholder approval of the 2020 Plan. The shares of common stock underlying any awards granted under the 2020 Plan or the 2011 Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2020 Plan. However, shares: (i) tendered or held back upon exercise of a stock option or other award under the 2020 Plan to cover the exercise price or tax withholding; and (ii) subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the 2020 Plan. In addition, shares of common stock repurchased by the Company on the open market will not be added back to the shares of common stock available for issuance under the 2020 Plan. For the three months ended March 31 , 2021 2020 Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Non-employee compensation: Board restricted stock $ — $ 12 Total stock-based compensation expense $ — $ 12 In addition to the 2020 Stock Incentive Plan, the Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board and, when appropriate, the Compensation Committee of the Board. For the three months ended March 31, 2021 2020 Restricted Stock The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2021: Number of Shares (000's) Weighted Avg. Grant Date Fair Value Unvested, December 31, 2020 14 $ 3.60 Vested (14 ) $ 3.60 Unvested, March 31, 2021 - $ - The remaining unvested shares at December 31, 2020 vested on January 1, 2021, resulting in minimal compensation expense related to the final vesting of the restricted stock awards during the three months ended March 31, 2021. | NOTE 12. STOCK BASED COMPENSATION As discussed in Note 1 - Summary of Significant Accounting Policies Stock Incentive Plans On November 4, 2020, the Board adopted, subject to shareholder approval, the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The Company’s shareholders approved the 2020 Plan on December 16, 2020 at the 2020 Annual Meeting of Shareholders of the Company. The maximum number of shares of common stock authorized for issuance under the 2020 Plan is 250,000 shares, subject to certain adjustments. No awards may be made under the 2020 Plan after the 10th anniversary of the date of shareholder approval of the 2020 Plan, and no incentive stock options may be granted after the 10th anniversary of the date of Board approval of the 2020 Plan. The 2020 Plan replaces the AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”), which was assumed by Regional Health pursuant to the Merger. The 2011 Plan which was originally due to expire on March 28, 2021 and provided for a maximum of 168,950 shares of common stock to be issued. No additional awards may be granted under the 2011 Plan, effective upon shareholder approval of the 2020 Plan. The shares of common stock underlying any awards granted under the 2020 Plan or the 2011 Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2020 Plan. However, shares: (i) tendered or held back upon exercise of a stock option or other award under the 2020 Plan to cover the exercise price or tax withholding; and (ii) subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the 2020 Plan. In addition, shares of common stock repurchased by the Company on the open market will not be added back to the shares of common stock available for issuance under the 2020 Plan. The following table summarizes employee and nonemployee stock based compensation for the years ended December 31, 2020 and 2019: Year Ending December 31, Amounts in (000's) 2020 2019 Non-employee compensation: Restricted stock $ 49 $ 92 Total non-employee stock-based compensation expense $ 49 $ 92 Total stock-based compensation expense $ 49 $ 92 Common Stock Options The following summarizes the Company’s employee and non-employee stock option activity for the years ended December 31, 2020 and 2019: Number of Options (000's) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000's) (a) Outstanding and vested at December 31, 2018 15 $ 47.77 5.4 $ — Outstanding and vested at December 31, 2019 15 $ 47.77 4.4 $ — Expired (2 ) $ 49.73 — Outstanding and vested at December 31, 2020 13 $ 47.53 3.5 $ — (a) Represents the aggregate gain on exercise for vested in-the-money options. No stock options were granted during the year ended December 31, 2020 or for the year ended December 31, 2019. At December 31, 2020, the Company has no unrecognized compensation expense related to options. The following summary information reflects stock options outstanding, vested and related details as of December 31, 2020: Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $15.72 - $47.99 9 3.9 $ 46.81 9 $ 46.81 $48.00 - $51.60 4 2.8 $ 48.96 4 $ 48.96 Total 13 3.5 $ 47.53 13 $ 47.53 Common Stock Warrants The Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board and, when appropriate, the Compensation Committee of the Board. The Board administers the granting of warrants, determines the persons to whom awards will be made, the amount of the awards, and the other terms and conditions of the awards. The following summarizes the Company’s employee and non-employee common stock warrant activity for the years ended December 31, 2020 and 2019: Number of Warrants (000's) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000's) (a) Outstanding and vested at December 31, 2018 85 $ 45.53 3.7 $ — Expired (27 ) $ 31.72 Outstanding and vested at December 31, 2019 58 $ 52.09 4.0 $ — Outstanding and vested at December 31, 2020 58 $ 52.09 3.0 $ — (a) Represents the aggregate gain on exercise for vested in-the-money warrants. No warrants were granted during the years ended December 31, 2020 and December 31, 2019. The Company has no unrecognized compensation expense related to common stock warrants as of December 31, 2020. The following summary information reflects warrants outstanding, vested and related details as of December 31, 2020: Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $36.00 - $47.99 14 1.4 $ 46.71 14 $ 46.71 $48.00 - $59.99 42 3.5 $ 52.99 42 $ 52.99 $60.00 - $70.80 2 2.4 $ 70.80 2 $ 70.80 Total 58 3.0 $ 52.09 58 $ 52.09 Restricted Stock The following summarizes the Company’s restricted stock activity for the years ended December 31, 2020 and 2019: Number of Shares (000's) Weighted Average Grant Date Fair Value Unvested at December 31, 2018 48 $ 6.20 Vested (19 ) $ 8.65 Unvested at December 31, 2019 29 $ 4.63 Vested (15 ) $ 5.53 Unvested at December 31, 2020 14 $ 3.60 The remaining unvested shares at December 31, 2020 vested on January 1, 2021, resulting in minimal unrecognized compensation expense related to unvested restricted stock awards as of December 31, 2020. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2020 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entities | NOTE 13. VARIABLE INTEREST ENTITIES The Company has a loan receivable with Peach Health Sublessee. Such agreement creates a variable interest in Peach Health Sublessee that may absorb some or all of the expected losses of the entity. The Company does not consolidate the operating activities of the Peach Health Sublessee as the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. For more information, see Note 6 – Leases. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 12. COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. As of March 31, 2021, all of the Company’s facilities operated by Regional or leased and subleased to third-party operators and managed for third-parties are certified by CMS and are operational. See Note 6 - Leases Legal Matters The Company is a party to various legal actions and administrative proceedings and is subject to various claims arising in the ordinary course of business, including claims that the services the Company provided during the time it operated skilled nursing facilities resulted in injury or death to the patients of the Company’s facilities and claims related to professional and general negligence, employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company’s business, results of operations and financial condition. The Company previously operated, and the Company and its tenants now operate, in an industry that is highly regulated. As such, in the ordinary course of business, the Company and its tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. In addition, the Company believes that there has been, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Adverse determinations in legal proceedings or governmental investigations against or involving the Company, or its tenants, whether currently asserted or arising in the future, could have a material adverse effect on the Company’s business, results of operations and financial condition. During the three months ended March 31, 2021, the Company has not been named in any new legal actions. Professional and General Liability Claims Claims on behalf of the Company’s Former Patients Prior to the Transition As of March 31, 2021, the Company is a defendant in one professional and general liability action commenced on behalf of one of our former patients who received care at one of our facilities prior to the Transition. The plaintiff in this action alleges negligence due to failure to provide adequate and competent staff resulting in injuries, pain and suffering, mental anguish and malnutrition and seeks unspecified actual and compensatory damages, and unspecified punitive damages. This action is covered by insurance, except that any punitive damages awarded would be excluded from coverage. During the three months ended March 31, 2021, no professional and general liability actions related to the Company’s former patients prior to the Transition were filed against the Company. During the three months ended March 31, 2020, the Company settled one professional and general liability action, as outlined below. • On January 29, 2020, the Company executed a settlement, in compromise of a complaint filed in the Circuit Court of Pulaski County, in the State of Arkansas, by a former patient at one of our facilities, against the Company on May 16, 2017. The plaintiff alleged medical negligence and injury. The settlement was paid in 2020, in exchange for dismissal of the case with prejudice, in the total amount of $40,000. Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition As of March 31, 2021, the Company is a defendant in an aggregate of 12 additional professional and general liability actions. These 12 additional professional and general liability actions which set forth claims relating to time periods after the Transition, on behalf of former patients of our current or prior tenants. These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died due to professional negligence or understaffing at the applicable facility operated by our tenants. These actions on behalf of former patients of our current or prior tenants all relate to events which occurred after the Company transitioned the operations of the facilities in question to a third-party operator (and of which four such actions relate to events which occurred after the Company sold such facilities) and are subject to such operators’ indemnification obligations in favor of the Company. During the three months ended March 31, 2021, no professional and general liability actions related to the Company’s current or former tenant’s former patients were filed against the Company. During the three months ended March 31, 2020, one professional and general liability action related to the Company’s current or former tenant’s former patients was filed against the Company. As of March 31, 2020, the Company was a defendant in an aggregate of 11 professional and general liability actions, primarily commenced on behalf of one of our former patients and ten of our current or prior tenant’s former patients. The Company established a self-insurance reserve for its professional and general liability claims, included within “Accrued expenses” on the Company’s consolidated balance sheets of $0.2 million and $0.2 million as of March 31, 2021 and December 31, 2020, respectively. Additionally as of March 31, 2021 and December 31, 2020, $0.1 million and $0.2 million, respectively, was reserved for settlement amounts in “Accounts payable” in the Company’s consolidated balance sheets. For additional information regarding the Company’s self-insurance reserve, see Part II, Item 8, “Financial Statements and Supplementary Data”, – Commitments and Contingencies Ohio Attorney General Action. | NOTE 14. COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. As of December 31, 2020, all of the Company’s facilities leased and subleased to third-party operators and managed for third-parties are certified by CMS and are operational (see Note 6 - Leases The Company believes that it is in compliance in all material respects with all applicable laws and regulations. Legal Matters The Company is party to various legal actions and administrative proceedings and is subject to various claims arising in the ordinary course of business, including claims that the services the Company provided during the time prior to the Transition, when it’s focus was operating skilled nursing facilities, resulted in injury or death to the residents of the Company’s facilities and claims related to employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company’s business, results of operations and financial condition. As of December 31, 2020, the Company previously operated, and the Company’s tenants now operate, in an industry that is extremely regulated. As such, in the ordinary course of business, the Company’s tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. In addition, the Company believes that there has been, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Adverse determinations in legal proceedings or governmental investigations against or involving the Company, for the Company’s prior operations, or the Company’s tenants, whether currently asserted or arising in the future, could have a material adverse effect on the Company’s business, results of operations and financial condition. Professional and General Liability Claims Claims on behalf of the Company’s Former Patients Prior to the Transition As of December 31, 2020, the Company is a defendant in one professional and general liability action commenced on behalf of one of our former patients who received care at one of our facilities prior to the Transition. The plaintiff in this action alleges negligence due to failure to provide adequate and competent staff resulting in injuries, pain and suffering, mental anguish and malnutrition and seeks unspecified actual and compensatory damages, and unspecified punitive damages. This action is covered by insurance, except that any punitive damages awarded would be excluded from coverage. During the twelve months ended December 31, 2020, no professional and general liability actions related to the Company’s former patients prior to the Transition were filed against the Company. During the twelve months ended December 31, 2020, the Company settled one professional and general liability action, as outlined below. • On January 29, 2020, the Company executed a settlement, in compromise of a complaint filed in the Circuit Court of Pulaski County, in the State of Arkansas, by a former patient at one of our facilities, against the Company on May 16, 2017. The plaintiff alleged medical negligence and injury. The settlement was paid in 2020, in exchange for dismissal of the case with prejudice, in the total amount of $40,000. Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition As of December 31, 2020, the Company is a defendant in an aggregate of 12 additional professional and general liability actions (including the actions filed during the twelve months ended December 31, 2020 and described below). These 12 additional professional and general liability actions which set forth claims relating to time periods after the Transition, on behalf of former patients of our current or prior tenants. These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died due to professional negligence or understaffing at the applicable facility operated by our tenants. These actions on behalf of former patients of our current or prior tenants all relate to events which occurred after the Company transitioned the operations of the facilities in question to a third-party operator (and of which four such actions relate to events which occurred after the Company sold such facilities) and are subject to such operators’ indemnification obligations in favor of the Company. During the twelve months ended December 31, 2020, the following professional and general liability actions related to our current or former tenant’s former patients were filed against the Company. • On July 27, 2020, a wrongful death action was filed in the State Court of Chatham County, Georgia, by Jerold Kaplan against affiliates of Peach Health and the Company, on behalf of, and alleging the wrongful death of a patient at the facility known as Oceanside Health and Rehab, which is operated by an affiliate of Peach Health. The plaintiff is seeking an amount in excess of $10,000 for pain and suffering and damages and an unspecified amount of punitive damages. The Company is indemnified by affiliates of Peach Health in this action. The Company believes that this action lacks merit and the Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. • On June 1, 2020, a wrongful death action was filed in the State Court of Chatham County, Georgia, by Sandi Postle against affiliates of Peach Health and the Company, on behalf of, and alleging the wrongful death of a patient at the facility known as Oceanside Health and Rehab operated by an affiliate of Peach Health. The plaintiff is requesting an amount in excess of $10,000 for pain and suffering and damages and an unspecified amount of punitive damages. The Company is indemnified by affiliates of Peach Health in this action. The Company believes that this action lacks merit and the Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. • On May 21, 2020, a medical negligence action was filed in the State Court of Chatham County, Georgia, by Anthony Bowman against affiliates of Peach Health and the Company, on behalf of, and alleging wrongful death of a patient, at the facility known as Oceanside Health and Rehab operated by an affiliate of Peach Health. The plaintiff is seeking unspecified compensatory damages for the actual losses and unspecified punitive damages. The Company is indemnified by affiliates of Peach Health in this action. The Company believes that this action lacks merit and the Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. During the twelve months ended December 31, 2020, one professional and general liability action was dismissed without prejudice as outlined below. • On May 26, 2020, the United States District Court Eastern District of Arkansas Central Division the court dismissed without prejudice a complaint filed on January 30, 2020 by Robert E. Rack in the Circuit Court of Pulaski County, State of Arkansas, against Joseph and Rosie Schwartz, who controlled Skyline Healthcare LLC (“Skyline”), a subsidiary of Regional, and CIBC Bancorp USA, Inc., on behalf of a deceased patient who received care at a facility known as the Woodland Hills facility located in Arkansas after the date of the Transition and after the sale of the facility to Skyline. The complaint alleged medical injury and improper care and treatment and that the Company is complicit in the medical injury and improper care because it sold the Woodland Hills facility to Skyline. The plaintiff was seeking unspecified compensatory damages for the actual losses and unspecified punitive damages. As of December 31, 2019, the Company reported it was a defendant in an aggregate of ten professional and general liability actions, primarily commenced on behalf of two of our former patients and eight of our current or prior tenant’s former patients. However this did not include the following case commenced on behalf of our current tenant’s former patient. • On December 2, 2019, a medical negligence action was filed in the State Court of Gwinnett County, Georgia, by Edward Brown against affiliates of Beacon and the Company, on behalf of, and alleging wrongful death of a patient, at the facility known as Southland Health Care and Rehab Center operated by an affiliate of Beacon. The plaintiff is seeking compensatory damages in an amount to be decided by an impartial jury for the actual expenses, other losses, wrongful death and unnecessary suffering in excess of $10,000. The Company is indemnified by affiliates of Beacon in this action. The Company believes that this action lacks merit and the Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. Self-Insurance Reserve The Company has self-insured against professional and general liability actions since it discontinued its healthcare operations in connection with the Transition. The Company established a self-insurance reserve for these professional and general liability claims, included within “Accrued expenses” in the Company’s audited consolidated balance sheets of $0.2 million and $0.5 million at December 31, 2020, and December 31, 2019, respectively. Additionally at December 31, 2020 and December 31, 2019, approximately $0.1 million and $0.3 million was reserved for settlement amounts in “Accounts payable” in the Company’s audited consolidated balance sheets. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (iv) the status and likely success of any mediation or settlement discussions, including estimated settlement amounts and legal fees and other expenses anticipated to be incurred in such settlement, as applicable; and (v) the venues in which the actions have been filed or will be adjudicated. In evaluating the adequacy of the self-insurance reserve in connection with the preparation of the Company’s financial statements for the year ended December 31, 2020, the Company also considered: (i) the change in the number of pending actions since December 31, 2019; (ii) the outcome of initial mediation sessions and the status of settlement negotiations; and (iii) defense counsel’s evaluation of estimated legal costs and other expenses if the pending actions were to be litigated to final judgment. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgement unless settlement is more advantageous to the Company. The self-insurance reserve primarily reflects the Company’s estimate of settlement amounts for the pending actions, as appropriate, and legal costs of settling or litigating the pending actions, as applicable. Other Legal Matters Aria Bankruptcy Proceeding . On July 17, 2015, the Company made a short-term loan to Highlands Arkansas Holdings, LLC (“HAH”), an affiliate of Aria Health Group, LLC (“Aria”) and nine affiliates of HAH (collectively with HAH, the “Debtors”) for working capital purposes, and, in connection therewith, HAH executed a promissory note (the “HAH Note”) in favor of the Company. Since July 17, 2015, the HAH Note has been amended from time to time and had an outstanding principal balance of approximately $1.0 million that matured on December 31, 2015. On May 31, 2016 HAH filed petitions in the United States Bankruptcy Court for the District of Delaware for relief under Chapter 7. Following venue transfer from the Delaware court, these cases have been settled in the United States Bankruptcy Court for the Eastern District of Arkansas. On March 13, 2019, the Company and the Chapter 7 bankruptcy trustee entered into an agreement to settle all existing and potential claims with respect to the $1.0 million HAH Note in exchange for $0.1 million which was paid to the Company in 2019. Ohio Attorney General Action. On January 15, 2020, Ohio Attorney General (the “OAG”) voluntarily dismissed with prejudice all claims pending against the Company, certain subsidiaries of the Company and certain other parties, in the action they filed on October 27, 2016, in the Court of Common Pleas, Franklin County, Ohio. The lawsuit had alleged that defendants, including the Company, submitted improper Medicaid claims for independent laboratory services for glucose blood tests and capillary blood draws. Hardin & Jesson Action. On August 5, 2019, the Company executed a settlement agreement with Hardin & Jesson pursuant to an action filed in Sebastian County Circuit Court - Fort Smith Division, Arkansas in regards to outstanding amounts for legal services provided to the Company. The settlement agreement provides for an agreed net outstanding liability of $0.3 million and provides for monthly payments by the Company of $13,888 beginning July 1, 2019 and continuing on the first day of each month thereafter until the $0.3 million liability is paid in full. As of the date of filing this Annual Report, the Company has two payments remaining. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES There was no provision for income taxes attributable to continuing or discontinued operations for the years ended December 31, 2020 and 2019. At December 31, 2020 and 2019, the tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows: Year Ended December 31, (Amounts in 000's) 2020 2019 Net deferred tax asset (liability): Allowance for doubtful accounts $ 301 $ 52 Accrued expenses 684 661 Net operating loss carry forwards 17,927 17,464 Property, equipment & intangibles (2,712 ) (2,403 ) Stock based compensation 210 211 Self-Insurance Reserve 46 113 Interest Expense - Limited under 163(j) 1,868 2,391 Total deferred tax assets 18,324 18,489 Valuation allowance (18,324 ) (18,489 ) Net deferred tax liability $ — $ — The items accounting for the differences between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: Year Ended December 31, 2020 2019 Federal income tax at statutory rate 21.0 % 21.0 % State and local taxes (38.7 )% 1.9 % Nondeductible expenses 0.1 % 0.2 % Change in valuation allowance 23.9 % (24.2 )% Deferred Tax Adjustments - NOL Expirations (6.3 )% — Other — 1.1 % Effective tax rate 0.0 % 0.0 % As of December 31, 2020, the Company had consolidated federal NOL carry forwards of $77.0 million. As a result of the Tax Reform Act, approximately $11.7 million of NOL’s generated in 2018 and after do not expire and are currently offset by a full valuation allowance. The NOLs generated before December 31, 2018, which amount to $65.3 million begin to expire in 2022 through 2037 and currently are offset by a full valuation allowance. As of December 31, 2020, the Company had consolidated state NOL carry forwards of $39.6 million. These NOLs begin to expire in 2021 through 2040 and currently are offset by a full valuation allowance. Given the Company’s historical net operating losses, a full valuation allowance has been established on the Company’s net deferred tax assets. The Company has generated additional deferred tax liabilities related to its tax amortization of certain acquired indefinite lived intangible assets because these assets are not amortized for book purposes. The tax amortization in current and future years gives rise to a deferred tax liability which will only reverse at the time of ultimate sale or book impairment. As a result of the Tax Reform Act, NOL carry forwards generated in tax years 2018 and forward have an indefinite life. For this reason, the Company has taken the position that the deferred tax liability related to the indefinite lived intangibles can be used to support an equal amount of the deferred tax asset related to the NOL carry forwards generated in tax years 2018 and forward. The Company files federal, state and local income tax returns in the U.S. The Company is generally no longer subject to income tax examinations for years prior to fiscal 2017. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | NOTE 16. BENEFIT PLANS On March 29, 2019, the Company terminated it’s previously sponsored a 401(k) plan, which provided retirement benefits to eligible employees. All employees were eligible once they reached age 21 years and completed one year of eligible service. The Company’s plan allowed eligible employees to contribute up to 20% of their eligible compensation, subject to applicable annual Internal Revenue Code of 1986, as amended, limits. The Company provided 20% matching on employee contributions, up to 5% of the employee’s contribution. Total matching contributions during the year ended December 31, 2019 was approximately $1 thousand. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 17. RELATED PARTY TRANSACTIONS McBride Matters On September 26, 2017, the Company entered into a Settlement Agreement and Mutual Release (the “McBride Settlement Agreement”), with William McBride III, our former Chief Executive Officer and director, pursuant to which, among other things, and in lieu of any other rights or obligations under Mr. McBride’s employment agreement: (i) the Company agreed to pay Mr. McBride $60,000 in cash for wage claims; (ii) the Company issued to Mr. McBride an Unsecured Negotiable Promissory Note with an original principal amount of $300,000 (the “McBride Note”); (iii) Mr. McBride released the Company from all claims and liabilities, including those arising out of his employment, and his employment agreement, with the Company and his separation therefrom (but excluding claims to enforce the provisions of the McBride Settlement Agreement, the McBride Note and the indemnification provisions under his employment agreement); (iv) the Company released Mr. McBride from all claims and liabilities arising out of his employment, and his employment agreement, with the Company and his separation therefrom (excluding (a) claims for intentional tortious conduct, fraud or arising out criminal misconduct other than in connection with such separation (provided such claims were not known to, or reasonably discoverable by the Company), and (b) claims to enforce the provisions of the McBride Settlement Agreement and the restrictive covenants under the employment agreement); and (v) from after the effective date of the Settlement Agreement, the termination of Mr. McBride’s employment shall be deemed a resignation by Mr. McBride. The McBride Note accrued interest at an annual rate of 4.0% and principal and interest was payable in 24 equal monthly installments of $13,027, which payments Rimland Matters On May 13, 2019, the Company entered into a Settlement Agreement and Mutual Release (the “Rimland Settlement Agreement”), with Allan J. Rimland, our former Chief Executive Officer, Chief Financial Officer, President and director, who voluntarily resigned his employment effective October 17, 2017, pursuant to which, among other things, and in lieu of any other rights or obligations under Mr. Rimland’s employment agreement, the Company agreed to pay Mr. Rimland $85,000 in cash for claimed breach of employment agreement and for certain compensation alleged to be due and owing and Mr. Rimland released the Company from all claims and liabilities, including those arising out of his employment, and his employment agreement, with the Company (but excluding claims to enforce the provisions of the Rimland Settlement Agreement). The Rimland Settlement Agreement provided for two monthly payments of $25,000 paid by June 30, 2019, followed by three monthly payments of $11,667, paid during July 2019, August 2019 and September 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. | The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. The following is a summary of the material subsequent events. Wellington – Lease Termination On December 1, 2020, the Company entered into the Wellington Lease Termination with 3223 Falligant Avenue Associates, L.P. (“Tara Tenant”), 3460 Powder Springs Road Associates, L.P. (“Powder Springs Tenant”, together with Tara Tenant, the “Wellington Tenants”), Wellington (“Guarantor”) and Mansell Court Associates LLC (“Pledgor”). Tenants, Guarantor and Pledgor, together with each of their respective affiliates, shareholders, partners, members, managers, officers, directors and employees thereof, are the “Wellington Parties”. Per the Wellington Lease Termination, possession, custody, control and operation of the Tara Facility and Powder Springs Facility transitioned from the Wellington Tenants to the Company (the “Wellington Transition”) at 12:01 a.m. on January 1, 2021 (the “Wellington Transition Date”), pursuant to the terms and provisions of the Operations Transfer Agreements (the “OTAs”) which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination, which included customary termination events. Such OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to the Georgia Department of Community Health’s (“DCH”) approval of the Change in Ownership Applications (the “Applications”), which such Applications were filed by Regional on December 2, 2020. On the Wellington Transition Date the Tenants: (i) paid all cash on hand at the Facilities to Regional; (ii) transferred and assigned all accounts receivable previously due to the Wellington Tenants as of the Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses including approximately $1.7 million in bed taxes in arrears. The Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. As of the date of filing this Annual Report, the Company has collected $3.0 million pursuant to the Wellington Lease Termination which obligates the Company to satisfy bed tax arrears of approximately of $1.7 million. The Company can provide no assurance that we will be able to collect any of the estimated rent arrears in excess of the net $1.3 million already collected. When the Transition occurred, the Wellington Subleases, Guarantees, Pledge Agreements and Subordination Agreements terminated automatically. Additionally, the Wellington Parties and Regional agreed to a mutual release whereby each party releases, acquits, and forever discharges one another from any and all charges, complaints, claims, liabilities, demands, costs, losses, debts, and expenses of any nature whatsoever (including attorneys’ fees and costs actually incurred), known or unknown, suspected or unsuspected, accrued or not accrued, whether in law in equity, that existed from the beginning of time to the Wellington Transition Date. Subject only to the OTAs and the Agreement, Regional will not in any way be liable for any contractual obligations or liabilities of the Wellington Parties owed to third parties arising prior to the Wellington Transition Date. Regional will pay and/or assume all vacation days, sick days and paid time off accruing on or before the Wellington Transition Date. Regional has indemnified the Wellington Parties from liabilities arising from or relating to any unpaid nursing home provider fees relating in any way to the Tara Facility and Powder Springs Facility for the period prior to and/or after December 1, 2020. Empire – Sublease – Powder Springs Facility Effective January 1, 2021, Regional leased the Powder Springs Facility to PS Operator an affiliate of Empire, pursuant to the PS Sublease. The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. For the first six months, the base rent under the PS Sublease will equal the Adjusted EBITDAR (as defined in the PS Sublease) of PS Operator to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR; however, beginning with month thirteen the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. For the first three months, if Adjusted EBITDAR (as defined in the PS Sublease) is less than $0, PS Operator will not pay any base rent and the Company would reimburse PS Operator an amount equal to the amount by which each period’s Adjusted EBITDAR is less than $0. Beginning with the fourth month and thereafter, the PS Sublease will be a “triple net” lease with PS Operator responsible for payment of all expenses in addition to rent. If the monthly average adjusted cash flows of PS Operator (as described in the PS Sublease) is less than $100,000 for any consecutive three-month period after the sixth month of the PS Sublease, then Regional may terminate the PS Sublease subject to the conditions set forth in the PS Sublease. The PS Sublease also includes customary covenants, events of default and indemnification obligations. Portfolio Stabilization Measure- Operation of the Tara Facility Effective January 1, 2021, Regional began operating the Tara Facility and entered into the Vero Management Agreement with Vero Health under which Vero is providing management consulting services for the Tara Facility. An affiliate of Vero operates Regional’s Mountain Trace Facility pursuant to a lease between Regional and the affiliate of Vero Health dated February 28, 2019. Under the Management Agreement, Regional pays Vero Health a monthly management fee equal to 5% of the Adjusted Gross Revenues (as defined in the Vero Management Agreement) of the Tara Facility. The Vero Management Agreement also includes customary covenants, termination provisions and indemnification obligations. The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. The following is a summary of the material subsequent events. Wellington – Lease Termination On December 1, 2020, the Company entered into the Wellington Lease Termination with 3223 Falligant Avenue Associates, L.P. (“Tara Tenant”), 3460 Powder Springs Road Associates, L.P. (“Powder Springs Tenant”, together with Tara Tenant, the “Wellington Tenants”), Wellington (“Guarantor”) and Mansell Court Associates LLC (“Pledgor”). Tenants, Guarantor and Pledgor, together with each of their respective affiliates, shareholders, partners, members, managers, officers, directors and employees thereof, are the “Wellington Parties”. Per the Wellington Lease Termination, possession, custody, control and operation of the Tara Facility and Powder Springs Facility transitioned from the Wellington Tenants to the Company (the “Wellington Transition”) at 12:01 a.m. on January 1, 2021 (the “Wellington Transition Date”), pursuant to the terms and provisions of the Operations Transfer Agreements (the “OTAs”) which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination, which included customary termination events. Such OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to the Georgia Department of Community Health’s (“DCH”) approval of the Change in Ownership Applications (the “Applications”), which such Applications were filed by Regional on December 2, 2020. On the Wellington Transition Date the Tenants: (i) paid all cash on hand at the Facilities to Regional; (ii) transferred and assigned all accounts receivable previously due to the Wellington Tenants as of the Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses including approximately $1.7 million in bed taxes in arrears. The Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. As of the date of filing this Annual Report, the Company has collected $3.0 million pursuant to the Wellington Lease Termination which obligates the Company to satisfy bed tax arrears of approximately of $1.7 million. The Company can provide no assurance that we will be able to collect any of the estimated rent arrears in excess of the net $1.3 million already collected. When the Transition occurred, the Wellington Subleases, Guarantees, Pledge Agreements and Subordination Agreements terminated automatically. Additionally, the Wellington Parties and Regional agreed to a mutual release whereby each party releases, acquits, and forever discharges one another from any and all charges, complaints, claims, liabilities, demands, costs, losses, debts, and expenses of any nature whatsoever (including attorneys’ fees and costs actually incurred), known or unknown, suspected or unsuspected, accrued or not accrued, whether in law in equity, that existed from the beginning of time to the Wellington Transition Date. Subject only to the OTAs and the Agreement, Regional will not in any way be liable for any contractual obligations or liabilities of the Wellington Parties owed to third parties arising prior to the Wellington Transition Date. Regional will pay and/or assume all vacation days, sick days and paid time off accruing on or before the Wellington Transition Date. Regional has indemnified the Wellington Parties from liabilities arising from or relating to any unpaid nursing home provider fees relating in any way to the Tara Facility and Powder Springs Facility for the period prior to and/or after December 1, 2020. Empire – Sublease – Powder Springs Facility Effective January 1, 2021, Regional leased the Powder Springs Facility to PS Operator an affiliate of Empire, pursuant to the PS Sublease. The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. For the first six months, the base rent under the PS Sublease will equal the Adjusted EBITDAR (as defined in the PS Sublease) of PS Operator to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR; however, beginning with month thirteen the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. For the first three months, if Adjusted EBITDAR (as defined in the PS Sublease) is less than $0, PS Operator will not pay any base rent and the Company would reimburse PS Operator an amount equal to the amount by which each period’s Adjusted EBITDAR is less than $0. Beginning with the fourth month and thereafter, the PS Sublease will be a “triple net” lease with PS Operator responsible for payment of all expenses in addition to rent. If the monthly average adjusted cash flows of PS Operator (as described in the PS Sublease) is less than $100,000 for any consecutive three-month period after the sixth month of the PS Sublease, then Regional may terminate the PS Sublease subject to the conditions set forth in the PS Sublease. The PS Sublease also includes customary covenants, events of default and indemnification obligations. Portfolio Stabilization Measure- Operation of the Tara Facility Effective January 1, 2021, Regional began operating the Tara Facility and entered into the Vero Management Agreement with Vero Health under which Vero is providing management consulting services for the Tara Facility. An affiliate of Vero operates Regional’s Mountain Trace Facility pursuant to a lease between Regional and the affiliate of Vero Health dated February 28, 2019. Under the Management Agreement, Regional pays Vero Health a monthly management fee equal to 5% of the Adjusted Gross Revenues (as defined in the Vero Management Agreement) of the Tara Facility. The Vero Management Agreement also includes customary covenants, termination provisions and indemnification obligations. |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of March 31, 2021, the Company owned, leased or managed for third parties, or operated, 24 facilities, primarily in the Southeast United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns) to third-party tenants, subleased eight skilled nursing facilities (which the Company leases) to third-party tenants, and operated, as of January 1, 2021 as a portfolio stabilization measure, one previously subleased skilled nursing facility (which the Company leases); (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which consists of the operation of a skilled nursing facility (“Healthcare Services”). Effective January 1, 2021, the Company terminated the subleases for two skilled nursing facilities located in Georgia (the “Wellington Lease Termination”) with affiliates of Wellington Healthcare Services II, L.P. (“Wellington”), and as a portfolio stabilization measure, the Company commenced operating the previously subleased 134-bed facility located in Thunderbolt, Georgia (the “Tara Facility”) and entered into a new sublease agreement with an affiliate of Empire Care Centers, LLC (“Empire”) for the other 208-bed facility located in Powder Springs, Georgia (the “Powder Springs Facility”). The Company has entered into a Management Consulting Services Agreement (the “Vero Management Agreement”) with Vero Health Management, LLC (“Vero Health”) under which Vero Health will provide management consulting services for the Tara Facility which the Company now operates. See Note 6 – Leases – Leases The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. For a description of the Merger, see Part II, Item 8, “Financial Statements and Supplemental Data”, Note 1 – Summary of Significant Accounting Policies included in the Annual Report. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results that may be expected for the fiscal year. The consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read the unaudited consolidated financial statements in this Quarterly Report together with the historical audited consolidated financial statements of the Company for the year ended December 31, 2020, included in the Annual Report. See Part II, Item 8, “Financial Statements and Supplementary Data” , Summary of Significant Accounting Policies . Risks and Uncertainties While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility. On January 1, 2021, following the Wellington Lease Termination, the Company commenced operating the Tara Facility, which facility comprises approximately 5.0% of the total amount of the Company’s licensed patient beds. This portfolio stabilization measure exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business - Our portfolio stabilization measures expose the Company to the various risks facing our tenants” in Part I, Item 1.A, “Risk Factors.” in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the three months ended March 31, 2021, and we expect it will continue to adversely affect our business in the quarter ending June 30, 2021 and beyond, for a variety of reasons, including those discussed below and elsewhere in this Quarterly Report. As of May 10, 2021, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to skilled nursing facilities (“SNFs”), and higher hospital re-admittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections resulting in decreased revenues. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 97% of its expected fixed monthly rental receipts from tenants for the three months ended March 31, 2021, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness and the extent to which federal and state funding support will offset these incremental costs for our tenants. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our prior operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19, and while we have requested reporting case numbers from our operators and the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Revenue Recognition and Allowances Patient Care Revenue. Accounting Standards Codification (“ASC”) Topic 606, requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. Revenue from our new Healthcare Services business segment is derived from services rendered to patients in the Tara Facility. The Company receives payments from the following sources for services rendered in our facilities: (i) the federal government under the Medicare program administered by CMS; (ii) state governments under their respective Medicaid and similar programs; (iii) commercial insurers; and (iv) individual patients and clients. The vast majority of the revenue the Company has recognized is from Government sources. The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and other price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Revenue is recognized as performance obligations are satisfied. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net operating revenues. Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Management Fees, Revenue from Contracts with Customers . The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service received in full on a monthly basis. The maximum penalty for service contract nonperformance under the Management Contract is $50,000 per year, payable after the end of the year. Other revenues . The Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. In an effort to ensure a conservative presentation of the results of the Healthcare Services segment due to lack of history, the Company has provided an additional allowance for patient care receivables of 1.5% of patient revenues. As of March 31, 2021 and December 31, 2020, the Company reserved for approximately $0.1 million and $1.4 million, respectively, of uncollected receivables. Accounts receivable, net, totaled $1.9 million at March 31, 2021 and $2.1 million at December 31, 2020. The following table presents the Company's Accounts receivable, net of allowance for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 1,146 $ 3,481 Healthcare Services 777 — Sub Total 1,923 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (40 ) Sub Total (72 ) (1,381 ) Accounts receivable, net of allowance $ 1,851 $ 2,100 (a) See Note 6– Leases Pre-Paid Expenses and Other As of March 31, 2021 and December 31, 2020, the Company had $0.9 million and approximately $0.4 million, respectively, in pre-paid expenses and other, the $0.5 million increase is related to insurance for the Tara Facility operations, while the other amounts are predominantly for directors’ and officers’ insurance, NYSE American annual fees and mortgage insurance premiums. Accounts Payable The following table presents the Company's Accounts payable for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,399 $ 3,008 Healthcare Services 416 — Total Accounts payable $ 3,815 $ 3,008 Other liabilities As of March 31, 2021 and December 31, 2020, the Company had $1.4 million, in Other liabilities, consisting of security lease deposits and sublease improvement funds. Other expense, net The Company has retained professional services to evaluate and assist with possible opportunities to improve the Company’s capital structure. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of March 31, 2021, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Rental revenues $ 133 $ 126 Other operating expenses $ 133 $ 126 Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. Prior GAAP provided for the deferral and amortization of such costs over the applicable lease term. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98% for the Company’s leases that approximated our incremental borrowing rate as of January 1, 2019, and the current lease term. See Note 6– Leases Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara Facility. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). See Part II, Item 8, “Financial Statements and Supplementary Data” , – Commitments and Contingencies Accrued Expenses Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: March 31, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants - employee 49 49 Warrants - non employee 9 9 Total anti-dilutive securities 71 73 The weighted average contractual terms in years for these securities as of March 31, 2021, with no intrinsic value, are 3.3 years for the stock options and 2.7 years for the warrants. See Part II, Item 8, “Financial Statements and Supplementary Data” , Summary of Significant Accounting Policies | Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of December 31, 2020, the Company owned, leased, or managed for third parties 24 facilities, primarily in the Southeast United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns), and subleased nine skilled nursing facilities (which the Company leases), to third-party tenants; (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. See Note 6 – Leases The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. Historically, AdCare’s business focused on owning and operating skilled nursing and assisted living facilities. The Company also managed facilities on behalf of unaffiliated owners pursuant to management contracts. In July 2014, AdCare’s board of directors (the “AdCare Board”) approved a strategic plan to transition (the “Transition”) the Company to a healthcare property holding and leasing company through a series of leasing and subleasing transactions. As of December 31, 2015, AdCare and its subsidiaries completed the Transition through: (i) leasing to third-party operators all the healthcare properties which they owned and previously operated; (ii) subleasing to third-party operators all the healthcare properties which they leased (but did not own) and previously operated; and (iii) continuing the one remaining management agreement to manage two skilled nursing facilities and one independent living facility for a third-party. As a result of the Transition, the Company acquired certain characteristics of a REIT and became focused on the ownership, acquisition and leasing of healthcare related properties. When used in the notes to the consolidated financial statements, unless otherwise specifically stated or the context otherwise requires, the terms: • “Board” or “Board of Directors” refers to the AdCare Board with respect to the period prior to the Merger and to the RHE Board with respect to the period after the Merger; • “common stock” refers to the AdCare common stock with respect to the period prior to the Merger and to the RHE common stock with respect to the period after the Merger; • “Series A Preferred Stock” refers to AdCare’s 10.875% % Series A Cumulative Redeemable Preferred Stock with respect to the period prior to the Merger and to the Regional Health’s 10.875% Series A Cumulative Redeemable Preferred Stock with respect to the period after the Merger; and • “Charter” refers to the AdCare Charter with respect to the period prior to the Merger and to the RHE Charter with respect to the period after the Merger. Overview As of December 31, 2020, the Company owns, leases, or manages 24 facilities primarily in the Southeastern United States of America. Of the 24 facilities, the Company: (i) leased 10 owned and subleased nine leased skilled nursing facilities to third-party tenants; (ii) leased two owned assisted living facilities to third-party tenants; and (iii) managed on behalf of third-party owners two skilled nursing facilities and one independent living facility. See Note 6 - Leases Subsequent Events The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Risks and Uncertainties On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the year ended December 31, 2020, and we expect it will continue to adversely affect our business in the quarter ending March 31, 2021 and beyond, for a variety of reasons, including those discussed below and elsewhere in this Annual Report. As of December 31, 2020, the Company is aware that each of our facilities has reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to skilled nursing facilities (“SNFs”), and higher hospital readmittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections resulting in decreased revenues. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 82% of its expected monthly rental receipts from tenants for the twelve months ended December 31, 2020, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness and the extent to which federal and state funding support will offset these incremental costs for our tenants. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19, and while we have requested reporting case numbers from our operators and the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include the self-insurance reserve for professional and general liability, allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, fair value of employee and nonemployee share-based awards, fair value estimation methods used to determine the assigned fair value of assets and liabilities acquired in acquisitions, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. Principles of Consolidation The consolidated financial statements include the Company’s majority owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated through consolidation. Arrangements with other business enterprises are evaluated, and those in which Regional is determined to have controlling financial interest are consolidated. Guidance is provided by FASB ASC Topic 810-10, “ Consolidation—Overall”, The Company has evaluated and concluded that as of December 31, 2020 and December 31, 2019, the Company has no relationship with a VIE in which it is the primary beneficiary required to consolidate the entity. Reverse Stock Split On December 27, 2018, the Board of Directors authorized a reverse stock split of the issued and outstanding shares of the common stock, at a ratio of one-for-twelve shares (the “Reverse Stock Split”). Shareholder approval for the Reverse Stock Split was obtained at the Company’s annual meeting of shareholders on December 27, 2018 and the Reverse Stock Split became effective on December 31, 2018. At the effective date, every 12 shares of the common stock that were issued and outstanding were automatically combined into one issued and outstanding share of the common stock. Shareholders did not receive fractional shares in connection with the Reverse Stock Split and instead, received an additional whole share of the common stock in lieu thereof. The authorized number of shares, and the par value per share, of the common stock was not affected by the Reverse Stock Split. The Reverse Stock Split also correspondingly affected all outstanding Regional equity awards. The Reverse Stock Split was implemented for the purpose of complying with the NYSE American LLC (the “NYSE American”) continued listing standards regarding low selling price. All authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect the Reverse Stock Split for all periods presented. Cash, Restricted Cash and Investments The Company considers all unrestricted short-term investments with original maturities less than three months, which are readily convertible into cash, to be cash equivalents. Certain cash and investment amounts are restricted for specific purposes such as (i) mortgage escrow requirements; (ii) reserves for capital expenditures on United States Housing and Urban Development (“HUD”) insured facilities; and (iii) collateral for other debt obligations. Revenue Recognition and Allowances Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Accordingly, rental revenues were recorded on a cash basis for two facilities in Georgia for the fourth quarter of 2020, one facility in North Carolina (until operator transition on March 1, 2019), four facilities held for sale since April 15, 2019 (until the sale of such facilities), which such sale of three facilities occurred on August 1, 2019 and August 28, 2019 with respect to the other one facility. For additional information with respect to such facilities, see Note 6 – and Note 9 – . Management Fee Revenues and Other Revenues . On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, as codified in ASC 606, which requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. The new revenue standard does not apply to rental revenues, which are the Company’s primary source of revenue. The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service generally received in full on a monthly basis. As of December 31, 2020, the balance outstanding on the Management Contract was approximately $0.1 million. The maximum penalty for service contract nonperformance under the Management Contract is $50,000 per year, payable after the end of the year. Further, the Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. See Note 6 – . As of December 31, 2020 and December 31, 2019, the Company reserved for approximately $1.4 million and $0.6 million, respectively, of uncollected receivables. Accounts receivable, net totaled $2.1 million at December 31, 2020 compared with $1.0 million at December 31, 2019. Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash, restricted cash, accounts receivable and straight-line rent receivables. Cash and restricted cash are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk. Accounts receivable are recorded at net realizable value. The Company performs ongoing evaluations of its tenants and significant third-party payors with which it contracts, and generally does not require collateral. The Company maintains an allowance for doubtful accounts which management believes is sufficient to cover potential losses. Delinquent accounts receivable are charged against the allowance for doubtful accounts once collection has been determined to be unlikely. Accounts receivable are considered past due and placed on delinquent status based upon contractual terms as well as how frequently payments are received, on an individual account basis. Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized. Depreciation commences when the assets are placed in service. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment also includes bed license intangibles for states other than Ohio (where the building and bed license are deemed complimentary assets) and are amortized over the life of the building. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of December 31, 2020, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASU ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the twelve months ended December 31, 2020 and 2019: Year Ended December 31, (Amounts in 000’s) 2020 2019 Rental revenues $ 549 $ 480 Other operating expenses 549 480 Additionally, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Current GAAP provides for the deferral and amortization of such costs over the applicable lease term. Adoption of ASU 2016-02 Leases Other Liabilities As of December 31, 2020 and December 31, 2019, the Company had $1.4 million and $1.1 million, respectively, in Other liabilities; the $0.3 million increase compared to the prior period relates to restricted sublease improvements with lease security deposits comprising the remainder of the balances in both periods. Intangible Assets and Goodwill Intangible assets consist of finite lived and indefinite lived intangibles. The Company’s finite lived intangibles include lease rights and certain certificate of need (“CON”) and bed licenses that are not separable from the associated buildings. Finite lived intangibles are amortized over their estimated useful lives. For the Company’s lease related intangibles, the estimated remaining useful life is based on the terms of the underlying facility leases averaging approximately seven years. For the Company’s CON/bed licenses that are not separable from the buildings, the estimated useful life is based on the building life when acquired with a remaining average estimated useful life of approximately 25 years. The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. The Company’s indefinite lived intangibles consist primarily of values assigned to CON/bed licenses that are separable from the buildings. The Company does not amortize goodwill or indefinite lived intangibles. The Company's goodwill is related to certain property acquisitions, but is evaluated for impairment on the operator level. On an annual basis, the Company evaluates the recoverability of the indefinite lived intangibles and goodwill by performing an impairment test. The Company performs its annual test for impairment during the fourth quarter of each year. For the years ended December 31, 2020 and 2019, the test results indicated no impairment necessary. Prepaid Expenses and Other As of December 31, 2020 and December 31, 2019, the Company had $0.3 million and $0.2 million, respectively, in Prepaid expenses and other; approximately $0.1 million relates to increased premiums for directors’ and officers’ insurance, and the remainder for both periods is primarily for NYSE American annual fees and mortgage insurance premiums. Extinguishment of Debt The Company recognizes extinguishment of debt when the criteria for a troubled debt restructure are not met and the change in Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: December 31, (Amounts in 000’s) 2020 2019 Stock options 13 15 Common stock warrants - employee 49 49 Common stock warrants - nonemployee 9 9 Total shares 71 73 The weighted average contractual terms in years for these securities, with no intrinsic value, are 3.5 years for the stock options and 3.0 years for the warrants. Other Operating Expenses Other operating expenses includes real estate tax expenses recognized during the twelve months ended December 31, 2020 and December 31, 2019, where the lessee has not made those payments directly to a third party in accordance with their respective leases with us and professional services expenses incurred in 2019 to value the Company and its assets. Deferred Financing Costs The Company records deferred financing costs associated with debt obligations as direct reduction from the carrying amount of the debt liability. Costs are amortized over the term of the related debt using the straight-line method and are reflected as interest expense. The straight-line method yields results substantially similar to those that would be produced under the effective interest rate method. Income Taxes and Uncertain Tax Positions Deferred tax assets or liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Deferred tax assets are also recognized for the future tax benefits from net operating loss and other carry forwards. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. On December 22, 2017, tax legislation commonly known as The Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. Among other changes the Tax Reform Act reduced the US federal corporate tax rate from 35% to 21% beginning in 2018. As a result of the Tax Reform Act, net operating loss (“NOL”) carry forwards generated in tax years 2018 and forward have an indefinite life. For this reason, the Company has taken the position that the deferred tax liability related to the indefinite lived intangibles can be used to support an equal amount of the deferred tax asset related to the 2018 NOL carry forward generated. Judgment is required in evaluating uncertain tax positions. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is measured to determine the amount of benefit to recognize in the financial statements. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as liabilities in the consolidated balance sheets. As of December 31, 2020 the Company has a full valuation allowance on all deferred tax balances. On January 1, 2020, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The Company is subject to income taxes in the U.S. and numerous state and local jurisdictions. In general, the Company’s tax returns filed for the 2017 through 2020 tax years are still subject to potential examination by taxing authorities. To the Company’s knowledge, the Company is not currently under examination by any major income tax jurisdiction. Stock Based Compensation The Company follows the provisions of ASC Topic 718 “ Compensation - Stock Compensation Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. Self-Insurance Prior to the Transition, the Company was self-insured for employee medical claims (in all states except for Oklahoma, where the Company participated in the Oklahoma state subsidy program) and had a large deductible workers’ compensation plan (in all states except for Ohio, where workers’ compensation is covered under a premium-only policy provided by the Ohio Bureau of Workers’ Compensation). In 2015, the insurance programs described above changed in order to address the different needs of the Company as a result of the Trans |
Cash and Restricted Cash
Cash and Restricted Cash | 3 Months Ended |
Mar. 31, 2021 | |
Restricted Cash And Investments [Abstract] | |
Cash And Restricted Cash | NOTE 3. CASH AND RESTRICTED CASH The following presents the Company's cash and restricted cash: (Amounts in 000’s) March 31, 2021 December 31, 2020 Cash $ 6,196 $ 4,186 Restricted cash: Cash collateral 153 124 HUD and other replacement reserves 1,731 1,675 Escrow deposits 790 1,190 Restricted investments for debt obligations 317 317 Total restricted cash 2,991 3,306 Total cash and restricted cash $ 9,187 $ 7,492 Cash collateral— In securing mortgage financing from certain lending institutions, the Company and certain of its wholly-owned subsidiaries are required to deposit cash to be held as collateral in accordance with the terms of such loan agreements. HUD and other replacement reserves— The regulatory agreements entered into in connection with the financing secured through HUD require monthly escrow deposits for replacement and improvement of the HUD project assets. Escrow deposits— In connection with financing secured through the Company’s lenders, several wholly-owned subsidiaries of the Company are required to make monthly escrow deposits for taxes and insurance. Restricted cash for debt obligations —In compliance with certain financing and insurance agreements, the Company and certain wholly-owned subsidiaries of the Company are required to deposit cash held as collateral by the lender or in escrow with certain designated financial institutions. |
Segments Results
Segments Results | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments Results | NOTE 13. SEGMENT RESULTS Effective January 1, 2021, pursuant to the Wellington Lease Termination, as a portfolio stabilization measure the Company commenced operating the previously subleased Tara Facility. Accordingly, the Company now has two primary reporting segments; (i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Tara Facility, a skilled nursing facility. The Company reports segment information based on the “management approach” defined in ASC 280, Segment Reporting. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. The table below presents the results of operations for our reporting segments for the periods presented. Three Months Ended March 31, 2021 2021 2021 2020 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Revenues: Patient care revenues $ — $ 2,690 $ 2,690 $ — Rental revenues 4,081 — 4,081 4,297 Management fees 248 — 248 244 Other revenues 62 — 62 7 Total revenues 4,391 2,690 7,081 4,548 Expenses: Patient care expense — 2,203 2,203 — Facility rent expense 1,342 298 1,640 1,640 Cost of management fees 165 — 165 151 Depreciation and amortization 648 2 650 776 General and administrative expense 899 137 1,036 877 Doubtful accounts expense (recovery) — 40 40 (2 ) Other operating expenses 232 — 232 224 Total expenses 3,286 2,680 5,966 3,666 Income from operations 1,105 10 1,115 882 Other expense : Interest expense, net 681 6 687 715 Other expense, net 394 — 394 144 Total other expense, net 1,075 6 1,081 859 Income from continuing operations before income taxes 30 4 34 23 Income from continuing operations 30 4 34 23 Loss from discontinued operations, net of tax (13 ) — (13 ) (37 ) Net Income (loss) $ 17 $ 4 $ 21 $ (14 ) Total assets for the Real Estate Services segment and Healthcare Services segment were $107.5 million and $1.5 million, respectively, as of March 31, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of March 31, 2021, the Company owned, leased or managed for third parties, or operated, 24 facilities, primarily in the Southeast United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns) to third-party tenants, subleased eight skilled nursing facilities (which the Company leases) to third-party tenants, and operated, as of January 1, 2021 as a portfolio stabilization measure, one previously subleased skilled nursing facility (which the Company leases); (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which consists of the operation of a skilled nursing facility (“Healthcare Services”). Effective January 1, 2021, the Company terminated the subleases for two skilled nursing facilities located in Georgia (the “Wellington Lease Termination”) with affiliates of Wellington Healthcare Services II, L.P. (“Wellington”), and as a portfolio stabilization measure, the Company commenced operating the previously subleased 134-bed facility located in Thunderbolt, Georgia (the “Tara Facility”) and entered into a new sublease agreement with an affiliate of Empire Care Centers, LLC (“Empire”) for the other 208-bed facility located in Powder Springs, Georgia (the “Powder Springs Facility”). The Company has entered into a Management Consulting Services Agreement (the “Vero Management Agreement”) with Vero Health Management, LLC (“Vero Health”) under which Vero Health will provide management consulting services for the Tara Facility which the Company now operates. See Note 6 – Leases – Leases The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. For a description of the Merger, see Part II, Item 8, “Financial Statements and Supplemental Data”, Note 1 – Summary of Significant Accounting Policies included in the Annual Report. | Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of December 31, 2020, the Company owned, leased, or managed for third parties 24 facilities, primarily in the Southeast United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns), and subleased nine skilled nursing facilities (which the Company leases), to third-party tenants; (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. See Note 6 – Leases The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee (i.e., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. Historically, AdCare’s business focused on owning and operating skilled nursing and assisted living facilities. The Company also managed facilities on behalf of unaffiliated owners pursuant to management contracts. In July 2014, AdCare’s board of directors (the “AdCare Board”) approved a strategic plan to transition (the “Transition”) the Company to a healthcare property holding and leasing company through a series of leasing and subleasing transactions. As of December 31, 2015, AdCare and its subsidiaries completed the Transition through: (i) leasing to third-party operators all the healthcare properties which they owned and previously operated; (ii) subleasing to third-party operators all the healthcare properties which they leased (but did not own) and previously operated; and (iii) continuing the one remaining management agreement to manage two skilled nursing facilities and one independent living facility for a third-party. As a result of the Transition, the Company acquired certain characteristics of a REIT and became focused on the ownership, acquisition and leasing of healthcare related properties. When used in the notes to the consolidated financial statements, unless otherwise specifically stated or the context otherwise requires, the terms: • “Board” or “Board of Directors” refers to the AdCare Board with respect to the period prior to the Merger and to the RHE Board with respect to the period after the Merger; • “common stock” refers to the AdCare common stock with respect to the period prior to the Merger and to the RHE common stock with respect to the period after the Merger; • “Series A Preferred Stock” refers to AdCare’s 10.875% % Series A Cumulative Redeemable Preferred Stock with respect to the period prior to the Merger and to the Regional Health’s 10.875% Series A Cumulative Redeemable Preferred Stock with respect to the period after the Merger; and • “Charter” refers to the AdCare Charter with respect to the period prior to the Merger and to the RHE Charter with respect to the period after the Merger. |
Risks and Uncertainties | Risks and Uncertainties While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility. On January 1, 2021, following the Wellington Lease Termination, the Company commenced operating the Tara Facility, which facility comprises approximately 5.0% of the total amount of the Company’s licensed patient beds. This portfolio stabilization measure exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business - Our portfolio stabilization measures expose the Company to the various risks facing our tenants” in Part I, Item 1.A, “Risk Factors.” in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the three months ended March 31, 2021, and we expect it will continue to adversely affect our business in the quarter ending June 30, 2021 and beyond, for a variety of reasons, including those discussed below and elsewhere in this Quarterly Report. As of May 10, 2021, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to skilled nursing facilities (“SNFs”), and higher hospital re-admittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections resulting in decreased revenues. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 97% of its expected fixed monthly rental receipts from tenants for the three months ended March 31, 2021, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness and the extent to which federal and state funding support will offset these incremental costs for our tenants. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our prior operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19, and while we have requested reporting case numbers from our operators and the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. | Risks and Uncertainties On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the year ended December 31, 2020, and we expect it will continue to adversely affect our business in the quarter ending March 31, 2021 and beyond, for a variety of reasons, including those discussed below and elsewhere in this Annual Report. As of December 31, 2020, the Company is aware that each of our facilities has reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to skilled nursing facilities (“SNFs”), and higher hospital readmittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections resulting in decreased revenues. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 82% of its expected monthly rental receipts from tenants for the twelve months ended December 31, 2020, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness and the extent to which federal and state funding support will offset these incremental costs for our tenants. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19, and while we have requested reporting case numbers from our operators and the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results that may be expected for the fiscal year. The consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read the unaudited consolidated financial statements in this Quarterly Report together with the historical audited consolidated financial statements of the Company for the year ended December 31, 2020, included in the Annual Report. See Part II, Item 8, “Financial Statements and Supplementary Data” , Summary of Significant Accounting Policies . | Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include the self-insurance reserve for professional and general liability, allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, fair value of employee and nonemployee share-based awards, fair value estimation methods used to determine the assigned fair value of assets and liabilities acquired in acquisitions, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company’s majority owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated through consolidation. Arrangements with other business enterprises are evaluated, and those in which Regional is determined to have controlling financial interest are consolidated. Guidance is provided by FASB ASC Topic 810-10, “ Consolidation—Overall”, The Company has evaluated and concluded that as of December 31, 2020 and December 31, 2019, the Company has no relationship with a VIE in which it is the primary beneficiary required to consolidate the entity. | |
Reverse Stock Split | Reverse Stock Split On December 27, 2018, the Board of Directors authorized a reverse stock split of the issued and outstanding shares of the common stock, at a ratio of one-for-twelve shares (the “Reverse Stock Split”). Shareholder approval for the Reverse Stock Split was obtained at the Company’s annual meeting of shareholders on December 27, 2018 and the Reverse Stock Split became effective on December 31, 2018. At the effective date, every 12 shares of the common stock that were issued and outstanding were automatically combined into one issued and outstanding share of the common stock. Shareholders did not receive fractional shares in connection with the Reverse Stock Split and instead, received an additional whole share of the common stock in lieu thereof. The authorized number of shares, and the par value per share, of the common stock was not affected by the Reverse Stock Split. The Reverse Stock Split also correspondingly affected all outstanding Regional equity awards. The Reverse Stock Split was implemented for the purpose of complying with the NYSE American LLC (the “NYSE American”) continued listing standards regarding low selling price. All authorized, issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect the Reverse Stock Split for all periods presented. | |
Cash, Restricted Cash and Investments | Cash, Restricted Cash and Investments The Company considers all unrestricted short-term investments with original maturities less than three months, which are readily convertible into cash, to be cash equivalents. Certain cash and investment amounts are restricted for specific purposes such as (i) mortgage escrow requirements; (ii) reserves for capital expenditures on United States Housing and Urban Development (“HUD”) insured facilities; and (iii) collateral for other debt obligations. | |
Revenue Recognition and Allowances | Revenue Recognition and Allowances Patient Care Revenue. Accounting Standards Codification (“ASC”) Topic 606, requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. Revenue from our new Healthcare Services business segment is derived from services rendered to patients in the Tara Facility. The Company receives payments from the following sources for services rendered in our facilities: (i) the federal government under the Medicare program administered by CMS; (ii) state governments under their respective Medicaid and similar programs; (iii) commercial insurers; and (iv) individual patients and clients. The vast majority of the revenue the Company has recognized is from Government sources. The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and other price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Revenue is recognized as performance obligations are satisfied. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net operating revenues. Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Management Fees, Revenue from Contracts with Customers . The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service received in full on a monthly basis. The maximum penalty for service contract nonperformance under the Management Contract is $50,000 per year, payable after the end of the year. Other revenues . The Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. In an effort to ensure a conservative presentation of the results of the Healthcare Services segment due to lack of history, the Company has provided an additional allowance for patient care receivables of 1.5% of patient revenues. As of March 31, 2021 and December 31, 2020, the Company reserved for approximately $0.1 million and $1.4 million, respectively, of uncollected receivables. Accounts receivable, net, totaled $1.9 million at March 31, 2021 and $2.1 million at December 31, 2020. The following table presents the Company's Accounts receivable, net of allowance for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 1,146 $ 3,481 Healthcare Services 777 — Sub Total 1,923 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (40 ) Sub Total (72 ) (1,381 ) Accounts receivable, net of allowance $ 1,851 $ 2,100 (a) See Note 6– Leases | Revenue Recognition and Allowances Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Accordingly, rental revenues were recorded on a cash basis for two facilities in Georgia for the fourth quarter of 2020, one facility in North Carolina (until operator transition on March 1, 2019), four facilities held for sale since April 15, 2019 (until the sale of such facilities), which such sale of three facilities occurred on August 1, 2019 and August 28, 2019 with respect to the other one facility. For additional information with respect to such facilities, see Note 6 – and Note 9 – . Management Fee Revenues and Other Revenues . On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, as codified in ASC 606, which requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. The new revenue standard does not apply to rental revenues, which are the Company’s primary source of revenue. The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service generally received in full on a monthly basis. As of December 31, 2020, the balance outstanding on the Management Contract was approximately $0.1 million. The maximum penalty for service contract nonperformance under the Management Contract is $50,000 per year, payable after the end of the year. Further, the Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. See Note 6 – . As of December 31, 2020 and December 31, 2019, the Company reserved for approximately $1.4 million and $0.6 million, respectively, of uncollected receivables. Accounts receivable, net totaled $2.1 million at December 31, 2020 compared with $1.0 million at December 31, 2019. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash, restricted cash, accounts receivable and straight-line rent receivables. Cash and restricted cash are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk. Accounts receivable are recorded at net realizable value. The Company performs ongoing evaluations of its tenants and significant third-party payors with which it contracts, and generally does not require collateral. The Company maintains an allowance for doubtful accounts which management believes is sufficient to cover potential losses. Delinquent accounts receivable are charged against the allowance for doubtful accounts once collection has been determined to be unlikely. Accounts receivable are considered past due and placed on delinquent status based upon contractual terms as well as how frequently payments are received, on an individual account basis. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized. Depreciation commences when the assets are placed in service. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment also includes bed license intangibles for states other than Ohio (where the building and bed license are deemed complimentary assets) and are amortized over the life of the building. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. | |
Leases and Leasehold Improvements | Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of March 31, 2021, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Rental revenues $ 133 $ 126 Other operating expenses $ 133 $ 126 Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. Prior GAAP provided for the deferral and amortization of such costs over the applicable lease term. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98% for the Company’s leases that approximated our incremental borrowing rate as of January 1, 2019, and the current lease term. See Note 6– Leases | Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of December 31, 2020, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASU ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the twelve months ended December 31, 2020 and 2019: Year Ended December 31, (Amounts in 000’s) 2020 2019 Rental revenues $ 549 $ 480 Other operating expenses 549 480 Additionally, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Current GAAP provides for the deferral and amortization of such costs over the applicable lease term. Adoption of ASU 2016-02 Leases |
Other Liabilities | Other liabilities As of March 31, 2021 and December 31, 2020, the Company had $1.4 million, in Other liabilities, consisting of security lease deposits and sublease improvement funds. | Other Liabilities As of December 31, 2020 and December 31, 2019, the Company had $1.4 million and $1.1 million, respectively, in Other liabilities; the $0.3 million increase compared to the prior period relates to restricted sublease improvements with lease security deposits comprising the remainder of the balances in both periods. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of finite lived and indefinite lived intangibles. The Company’s finite lived intangibles include lease rights and certain certificate of need (“CON”) and bed licenses that are not separable from the associated buildings. Finite lived intangibles are amortized over their estimated useful lives. For the Company’s lease related intangibles, the estimated remaining useful life is based on the terms of the underlying facility leases averaging approximately seven years. For the Company’s CON/bed licenses that are not separable from the buildings, the estimated useful life is based on the building life when acquired with a remaining average estimated useful life of approximately 25 years. The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. The Company’s indefinite lived intangibles consist primarily of values assigned to CON/bed licenses that are separable from the buildings. The Company does not amortize goodwill or indefinite lived intangibles. The Company's goodwill is related to certain property acquisitions, but is evaluated for impairment on the operator level. On an annual basis, the Company evaluates the recoverability of the indefinite lived intangibles and goodwill by performing an impairment test. The Company performs its annual test for impairment during the fourth quarter of each year. For the years ended December 31, 2020 and 2019, the test results indicated no impairment necessary. | |
Prepaid Expenses and Other | Pre-Paid Expenses and Other As of March 31, 2021 and December 31, 2020, the Company had $0.9 million and approximately $0.4 million, respectively, in pre-paid expenses and other, the $0.5 million increase is related to insurance for the Tara Facility operations, while the other amounts are predominantly for directors’ and officers’ insurance, NYSE American annual fees and mortgage insurance premiums. | Prepaid Expenses and Other As of December 31, 2020 and December 31, 2019, the Company had $0.3 million and $0.2 million, respectively, in Prepaid expenses and other; approximately $0.1 million relates to increased premiums for directors’ and officers’ insurance, and the remainder for both periods is primarily for NYSE American annual fees and mortgage insurance premiums. |
Extinguishment of Debt | Extinguishment of Debt The Company recognizes extinguishment of debt when the criteria for a troubled debt restructure are not met and the change in | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: March 31, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants - employee 49 49 Warrants - non employee 9 9 Total anti-dilutive securities 71 73 The weighted average contractual terms in years for these securities as of March 31, 2021, with no intrinsic value, are 3.3 years for the stock options and 2.7 years for the warrants. See Part II, Item 8, “Financial Statements and Supplementary Data” , Summary of Significant Accounting Policies | Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: December 31, (Amounts in 000’s) 2020 2019 Stock options 13 15 Common stock warrants - employee 49 49 Common stock warrants - nonemployee 9 9 Total shares 71 73 The weighted average contractual terms in years for these securities, with no intrinsic value, are 3.5 years for the stock options and 3.0 years for the warrants. |
Other Operating Expenses | Other Operating Expenses Other operating expenses includes real estate tax expenses recognized during the twelve months ended December 31, 2020 and December 31, 2019, where the lessee has not made those payments directly to a third party in accordance with their respective leases with us and professional services expenses incurred in 2019 to value the Company and its assets. | |
Deferred Financing Costs | Deferred Financing Costs The Company records deferred financing costs associated with debt obligations as direct reduction from the carrying amount of the debt liability. Costs are amortized over the term of the related debt using the straight-line method and are reflected as interest expense. The straight-line method yields results substantially similar to those that would be produced under the effective interest rate method. | |
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions Deferred tax assets or liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Deferred tax assets are also recognized for the future tax benefits from net operating loss and other carry forwards. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. On December 22, 2017, tax legislation commonly known as The Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. Among other changes the Tax Reform Act reduced the US federal corporate tax rate from 35% to 21% beginning in 2018. As a result of the Tax Reform Act, net operating loss (“NOL”) carry forwards generated in tax years 2018 and forward have an indefinite life. For this reason, the Company has taken the position that the deferred tax liability related to the indefinite lived intangibles can be used to support an equal amount of the deferred tax asset related to the 2018 NOL carry forward generated. Judgment is required in evaluating uncertain tax positions. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is measured to determine the amount of benefit to recognize in the financial statements. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as liabilities in the consolidated balance sheets. As of December 31, 2020 the Company has a full valuation allowance on all deferred tax balances. On January 1, 2020, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The Company is subject to income taxes in the U.S. and numerous state and local jurisdictions. In general, the Company’s tax returns filed for the 2017 through 2020 tax years are still subject to potential examination by taxing authorities. To the Company’s knowledge, the Company is not currently under examination by any major income tax jurisdiction. | |
Stock Based Compensation | Stock Based Compensation The Company follows the provisions of ASC Topic 718 “ Compensation - Stock Compensation | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. | |
Self-Insurance | Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara Facility. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). See Part II, Item 8, “Financial Statements and Supplementary Data” , – Commitments and Contingencies Accrued Expenses | Self-Insurance Prior to the Transition, the Company was self-insured for employee medical claims (in all states except for Oklahoma, where the Company participated in the Oklahoma state subsidy program) and had a large deductible workers’ compensation plan (in all states except for Ohio, where workers’ compensation is covered under a premium-only policy provided by the Ohio Bureau of Workers’ Compensation). In 2015, the insurance programs described above changed in order to address the different needs of the Company as a result of the Transition. The Company’s workers compensation plan transitioned from a high deductible to a guaranteed cost program in February 2015. As of December 31, 2020, there are no outstanding claims or unsettled claims for the legacy self-insured employee medical plan and the large deductible workers’ compensation plan. Professional liability insurance was provided to facilities operations up until the date of the Transition. Claims which were associated with operations of the Company prior to the Transition but not reported as of the transition date were self-insured. The Company has self-insured against professional and general liability claims since it discontinued its healthcare operations in connection with the Transition. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (iv) the status and likely success of any mediation or settlement discussions, including estimated settlement amounts and legal fees and other expenses anticipated to be incurred in such settlement, as applicable; and (v) the venues in which the actions have been filed or will be adjudicated. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgment unless settlement is more advantageous to the Company. Accordingly, the self-insurance reserve reflects the Company’s estimate of settlement amounts for the pending actions, if applicable, and legal costs of settling or litigating the pending actions, as applicable. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the settlement amounts actually incurred in settling the pending actions, or the legal costs actually incurred in settling or litigating the pending actions. See Note 7 – Accrued Expenses and Commitments and Contingencies In addition, the Company maintains certain other insurance programs, including commercial general liability, property, casualty, directors’ and officers’ liability, crime and employment practices liability. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments—Credit Losses ASU 2019-10 Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, ASU 2016-13, ASU 2016-13 | |
Accounts Payable | Accounts Payable The following table presents the Company's Accounts payable for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,399 $ 3,008 Healthcare Services 416 — Total Accounts payable $ 3,815 $ 3,008 | |
Other Expense, Net | Other expense, net The Company has retained professional services to evaluate and assist with possible opportunities to improve the Company’s capital structure. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Real Estate Tax Recognized on Consolidated Statements of Operations | The following table summarizes real estate tax recognized on our consolidated statements of operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Rental revenues $ 133 $ 126 Other operating expenses $ 133 $ 126 | The following table summarizes real estate tax recognized on our consolidated statements of operations for the twelve months ended December 31, 2020 and 2019: Year Ended December 31, (Amounts in 000’s) 2020 2019 Rental revenues $ 549 $ 480 Other operating expenses 549 480 |
Schedule of Securities Outstanding that were Excluded From the Computation, Prior to the Use of the Treasury Stock Method, Because They Would Have Been Anti-dilutive | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: March 31, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants - employee 49 49 Warrants - non employee 9 9 Total anti-dilutive securities 71 73 | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: December 31, (Amounts in 000’s) 2020 2019 Stock options 13 15 Common stock warrants - employee 49 49 Common stock warrants - nonemployee 9 9 Total shares 71 73 |
Cash, Restricted Cash and Inv_2
Cash, Restricted Cash and Investments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restricted Cash And Investments [Abstract] | ||
Schedule Of Cash And Restricted Cash | The following presents the Company's cash and restricted cash: (Amounts in 000’s) March 31, 2021 December 31, 2020 Cash $ 6,196 $ 4,186 Restricted cash: Cash collateral 153 124 HUD and other replacement reserves 1,731 1,675 Escrow deposits 790 1,190 Restricted investments for debt obligations 317 317 Total restricted cash 2,991 3,306 Total cash and restricted cash $ 9,187 $ 7,492 | The following presents the Company’s cash and restricted cash: December 31, Amounts in (000's) 2020 2019 Cash $ 4,186 $ 4,383 Restricted cash: Cash collateral $ 124 $ 124 HUD and other replacement reserves 1,675 2,251 Escrow deposits 1,190 963 Restricted investments for debt obligations 317 317 Total restricted cash 3,306 3,655 Total cash and restricted cash $ 7,492 $ 8,038 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Schedule of Property and Equipment | The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful Lives (Years) March 31, 2021 December 31, 2020 Buildings and improvements 5-40 $ 65,672 $ 65,629 Equipment and computer related 2-10 5,056 5,139 Land (1) — 2,776 2,776 Construction in process — — 69 73,504 73,613 Less: accumulated depreciation and amortization (21,543 ) (21,080 ) Property and equipment, net $ 51,961 $ 52,533 (1) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 8 years. The following table summarizes total depreciation and amortization expense for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Depreciation $ 540 $ 550 Amortization 110 226 Total depreciation and amortization expense $ 650 $ 776 | The following table sets forth the Company’s property and equipment: Estimated Useful December 31, (Amounts in 000's) Lives (Years) 2020 2019 Buildings and improvements 5 - 40 $ 65,629 $ 65,533 Equipment and computer related 2 - 10 5,139 5,601 Land (1) — 2,776 2,779 Construction in process — 69 58 73,613 73,971 Less: accumulated depreciation and amortization (21,080 ) (19,299 ) Property and equipment, net $ 52,533 $ 54,672 (1) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 8 years. The following table summarizes total depreciation and amortization for the twelve months ended December 31, 2020 and 2019: December 31, Amounts in (000's) 2020 2019 Depreciation $ 2,175 $ 2,458 Amortization 719 980 Total depreciation and amortization $ 2,894 $ 3,438 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets consist of the following: (Amounts in 000's) Bed Licenses (1) (included in property and equipment) Bed Licenses— Separable Lease Rights Total Balances, January 1, 2019 Gross $ 22,811 $ 2,471 $ 5,015 $ 30,297 Accumulated amortization (4,849 ) — (4,109 ) (8,958 ) Net carrying amount $ 17,962 $ 2,471 $ 906 $ 21,339 Acquisitions Gross — — 43 43 Assets Sold Gross (8,535 ) — — (8,535 ) Accumulated amortization 2,003 — — 2,003 Fully amortized asset adjustments Gross — — (300 ) (300 ) Accumulated amortization — — 300 300 Amortization expense (493 ) — (487 ) (980 ) Balances, December 31, 2019 Gross 14,276 2,471 4,758 21,505 Accumulated amortization (3,339 ) — (4,296 ) (7,635 ) Net carrying amount 10,937 2,471 462 13,870 Fully amortized asset adjustments Gross — — (4,552 ) (4,552 ) Accumulated amortization — — 4,552 4,552 Amortization expense (415 ) — (304 ) (719 ) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 Accumulated amortization (3,754 ) — (48 ) (3,802 ) Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 (1) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment | |
Schedule of Estimated Amortization Expense for All Definite Lived Intangibles | Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2021 (a) $ 310 $ 18 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total expected amortization expense $ 10,418 $ 152 (a) Estimated amortization expense for the year ending December 31, 2021, includes only amortization to be recorded after March 31, 2021. | Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: Amounts in (000's) Bed Licenses Lease Rights 2021 $ 414 24 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total $ 10,522 $ 158 |
Summary of the Changes in the Carrying Amount of Goodwill | The following table summarizes the carrying amount of goodwill for the years ended December 31, 2020 and 2019. (Amounts in 000’s) December 31, 2020 December 31, 2019 Goodwill - balances, December 31, prior year $ 1,585 $ 2,105 Assets sold - (520 ) Net carrying amount $ 1,585 $ 1,585 | |
Schedule of Intangible Assets and Goodwill | Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (included in property and equipment) (a) Bed Licenses - Separable (b) Lease Rights Total Goodwill (b) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization (3,754 ) — (48 ) (3,802 ) — Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 $ 1,585 Amortization expense (104 ) — (6 ) (110 ) — Balances, March 31, 2021 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (3,858 ) — (54 ) (3,912 ) — Net carrying amount $ 10,418 $ 2,471 $ 152 $ 13,041 $ 1,585 (a) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment (b) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. | |
Schedule of Total Amortization Expense | The following table summarizes amortization expense for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Bed licenses $ 104 $ 104 Lease rights 6 122 Total amortization expense $ 110 $ 226 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Schedule of Future Minimum Lease Payments | Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 (2) $ 4,981 $ (205 ) $ 4,776 2022 6,752 (713 ) 6,039 2023 6,851 (1,164 ) 5,687 2024 6,958 (1,602 ) 5,356 2025 7,095 (2,051 ) 5,044 Thereafter 12,736 (4,660 ) 8,076 Total $ 45,373 $ (10,395 ) $ 34,978 (1) Weighted average discount rate 7.98%. (2) Estimated minimum lease payments for the year ending December 31, 2021 include only payments to be paid after March 31, 2021. | Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000's) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 $ 6,551 $ (275 ) $ 6,276 2022 6,691 (771 ) 5,920 2023 6,823 (1,248 ) 5,575 2024 6,958 (1,708 ) 5,250 2025 7,095 (2,150 ) 4,945 Thereafter 12,736 (4,818 ) 7,918 Total $ 46,854 $ (10,970 ) $ 35,884 (1) Weighted average discount rate 7.98% |
Schedule of Future Minimum Lease Receivables | Future Minimum Lease Receivables Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000's) 2021 (a) $ 9,337 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 100,889 | Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000's) 2021 $ 12,384 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 103,936 |
Schedule of Future Minimum Lease Receivables Leases to Third-Parties | The following is a summary of the Company’s leases to third-parties and which comprise the future minimum lease receivables of the Company. The terms of each lease are structured as “triple-net” leases. Other than the lease for the Powder Springs Facility, each lease contains specific rent escalation amounts ranging from 1.0% to 3.0% annually. Further, each lease has one or more renewal options. For those facilities subleased by the Company, the renewal option in the sublease agreement is dependent on the Company’s renewal of its lease agreement. Initial Lease Term Commencement Expiration 2021 Cash Facility Name Operator Affiliation (1) Date Date Annual Rent (Thousands) Owned Eaglewood ALF Aspire 12/1/2018 11/30/2028 $ 630 Eaglewood Care Center Aspire 12/1/2018 11/30/2028 441 H&C of Greenfield Aspire 12/1/2018 11/30/2023 223 Southland Healthcare Beacon Health Management 11/1/2014 10/31/2024 990 The Pavilion Care Center Aspire 12/1/2018 11/30/2028 231 Autumn Breeze C.R. Management 9/30/2015 9/30/2025 916 Coosa Valley Health Care C.R. Management 12/1/2014 8/31/2030 1,021 Glenvue H&R C.R. Management 7/1/2015 6/30/2025 1,341 Meadowood C.R. Management 5/1/2017 8/31/2030 484 Georgetown Health Symmetry Healthcare 4/1/2015 3/31/2030 347 Mountain Trace Rehab (2) Vero Health Management 3/1/2019 2/28/2029 502 Sumter Valley Nursing Symmetry Healthcare 4/1/2015 3/31/2030 643 Subtotal Owned Facilities (12) $ 7,769 Leased Covington Care Aspire 12/1/2018 11/30/2028 $ 528 Lumber City Beacon Health Management 11/1/2014 8/31/2027 959 LaGrange C.R. Management 4/1/2015 8/31/2027 1,174 Thomasville N&R C.R. Management 7/1/2014 8/31/2027 371 Jeffersonville Peach Health 6/18/2016 8/31/2027 771 Oceanside Peach Health 7/13/2016 8/31/2027 525 Savannah Beach Peach Health 7/13/2016 8/31/2027 287 Powder Springs (3) Empire 1/1/2021 8/1/2027 — Tara (3) Regional Health Properties — Subtotal Leased Facilities (9) $ 4,615 Total (21) $ 12,384 (1) (2) . (3) Subsequent Events |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Payables And Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consist of the following: (Amounts in 000’s) March 31, 2021 December 31, 2020 Accrued employee benefits and payroll-related $ 449 $ 218 Real estate and other taxes (1) 1,022 491 Self-insured reserve (2) 183 183 Accrued interest 334 424 Unearned rental revenue 42 41 Other accrued expenses 1,148 868 Total accrued expenses $ 3,178 $ 2,225 (1) Includes approximately $0.7 million of bed taxes in arrears related to the Wellington Transition. (2) The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third party administrator and outside counsel to manage and defend the claims (see Note 12 - Commitments and Contingencies) | Accrued expenses consist of the following: December 31, Amounts in (000's) 2020 2019 Accrued employee benefits and payroll related $ 218 $ 239 Real estate and other taxes 491 883 Self-insured reserve (1) 183 453 Accrued interest 424 208 Unearned rental revenue 41 46 Other accrued expenses 868 784 Total $ 2,225 $ 2,613 (1) - Commitments and Contingencies |
Notes Payable and Other Debt (T
Notes Payable and Other Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable and Other Debt | Notes payable and other debt consists of the following: (Amounts in 000’s) March 31, 2021 December 31, 2020 Senior debt—guaranteed by HUD $ 30,875 $ 31,104 Senior debt—guaranteed by USDA 13,096 13,139 Senior debt—guaranteed by SBA 616 628 Senior debt—bonds 6,500 6,500 Senior debt—other mortgage indebtedness 3,593 3,631 Other debt 1,105 822 Subtotal 55,785 55,824 Deferred financing costs (1,221 ) (1,250 ) Unamortized discount on bonds (131 ) (135 ) Notes payable and other debt $ 54,433 $ 54,439 The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2021 December 31, 2020 Senior debt - guaranteed by HUD (b) The Pavilion Care Center Orix Real Estate Capital 12/01/2027 Fixed 4.16 % $ 956 $ 986 Hearth and Care of Greenfield Orix Real Estate Capital 08/01/2038 Fixed 4.20 % 1,902 1,920 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,935 4,968 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,662 7,712 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,660 6,705 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,372 3,394 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,388 5,419 Total $ 30,875 $ 31,104 Senior debt - guaranteed by USDA (c) Coosa (d) Metro City 09/30/2035 Prime + 1.50% 5.50 % 5,149 5,149 Mountain Trace (e) Community B&T 02/24/2037 Prime + 1.75% 5.75 % 3,954 3,972 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50% 6.00 % 3,993 4,018 Total $ 13,096 $ 13,139 Senior debt - guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25% 5.50 % 616 628 Total $ 616 $ 628 (a) (b) (c) (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for that certain 122-bed skilled nursing facility commonly known as Coosa, located in Glencoe, Alabama, were deferred (a part of the “USDA Payment Program”). Monthly payments which commenced on October 1, 2020 are being applied to current interest, then deferred interest until the deferred interest is paid in full. Upon expiration of the deferral period, the payments will be re-amortized over the remaining term of the loan. (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments which commenced on September 1, 2020 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed skilled nursing facility commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments recommenced on November 1, 2020 with payments through February 2021 being applied to principal and interest. Monthly payments which commenced on March 1, 2021 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (g) (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2021 December 31, 2020 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,379 $ 6,379 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50 % 121 121 Total $ 6,500 $ 6,500 (a) Represents cash interest rates as of March 31, 2021. The rates exclude amortization of deferred financing of approximately 0.15% per annum. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2021 December 31, 2020 Senior debt - other mortgage indebtedness Meadowood Exchange Bank of Alabama 05/01/2022 Fixed 4.50 % 3,593 3,631 Total $ 3,593 $ 3,631 (a) (Amounts in 000’s) Lender Maturity Interest Rate March 31, 2021 December 31, 2020 Other debt First Insurance Funding 03/01/2021 Fixed 2.38 % $ — $ 94 Servarus Financial Inc. (a) 11/1/2021 Fixed 5.18 % 381 — Key Bank 08/25/2021 Fixed 0.00 % 495 495 FountainHead Commercial Capital - PPP Loan 04/16/2022 Fixed 1.00 % 229 229 Marlin Covington Finance 03/11/2021 Fixed 20.17 % — 4 Total $ 1,105 $ 822 (a) Insurance financing for professional and general liability and property insurance for the Tara Facility in our Healthcare Services segment. | Notes payable and other debt consists of the following: December 31, Amounts in (000's) 2020 2019 Senior debt—guaranteed by HUD $ 31,104 $ 31,996 Senior debt—guaranteed by USDA (a) 13,139 13,298 Senior debt—guaranteed by SBA (b) 628 650 Senior debt—bonds 6,500 6,616 Senior debt—other mortgage indebtedness 3,631 3,777 Other debt 822 539 Sub Total 55,824 56,876 Deferred financing costs (1,250 ) (1,364 ) Unamortized discounts on bonds (135 ) (149 ) Notes payable and other debt $ 54,439 $ 55,363 (a) (b) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2020 December 31, 2019 Senior debt - guaranteed by HUD (b) The Pavilion Care Center Orix Real Estate Capital 12/01/2027 Fixed 4.16 % $ 986 $ 1,105 Hearth and Care of Greenfield Orix Real Estate Capital 08/01/2038 Fixed 4.20 % 1,920 1,992 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,968 5,094 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,712 7,909 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,705 6,876 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,394 3,480 Sumter Valley Key Bank 01/01/2047 Fixed 3.70 % 5,419 5,540 Total $ 31,104 $ 31,996 Senior debt - guaranteed by USDA (c) Coosa (d) Metro City 09/30/2035 Prime + 1.50% 5.50 % $ 5,149 $ 5,212 Mountain Trace (e) Community B&T 02/24/2037 Prime + 1.75% 5.75 % 3,972 4,009 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50% 6.00 % 4,018 4,077 Total $ 13,139 $ 13,298 Senior debt - guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25% 5.50 % $ 628 $ 650 Total $ 628 $ 650 (a) Represents interest rates as of December 31, 2020 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 0.53% per annum. (b) (c) (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for that certain 122-bed skilled nursing facility commonly known as Coosa, located in Glencoe, Alabama, were deferred (a part of the “USDA Payment Program”). Monthly payments commencing October 1, 2020 are being applied to current interest, then deferred interest until the deferred interest is paid in full. Upon expiration of the deferral period, the payments will be re-amortized over the remaining term of the loan. (e) (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed skilled nursing facility commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments will recommence November 1, 2020 and the payments will be re-amortized over the remaining term of the loan (g) (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2020 December 31, 2019 Senior debt - bonds (b) Eaglewood Bonds Series A (c) City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,379 $ 6,379 Eaglewood Bonds Series B (c) City of Springfield, Ohio 05/01/2021 Fixed 8.50 % 121 237 Total $ 6,500 $ 6,616 (a) (b) (c) (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2020 December 31, 2019 Senior debt - other mortgage indebtedness Meadowood Exchange Bank of Alabama 05/01/2022 Fixed 4.50 % $ 3,631 $ 3,777 Total $ 3,631 $ 3,777 (a) Represents interest rates as of December 31, 2020 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.30% per annum. (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2020 December 31, 2019 Other debt First Insurance Funding 03/01/2021 Fixed 2.38 % $ 94 $ 27 KeyBank 08/25/2021 Fixed 0.00 % 495 495 FountainHead Commercial Capital - PPP Loan 04/16/2022 Fixed 1.00 % 229 — Marlin Covington Finance 3/11/2021 Fixed 20.17 % 4 17 Total $ 822 $ 539 |
Summary of the Scheduled Maturities | The schedule below summarizes the scheduled gross maturities as of March 31, 2021 for each of the next five years and thereafter. For the twelve months ended March 31, (Amounts in 000’s) 2022 $ 2,667 2023 5,211 2024 1,778 2025 1,867 2026 1,959 Thereafter 42,303 Subtotal $ 55,785 Less: unamortized discounts (131 ) Less: deferred financing costs, net (1,221 ) Total notes and other debt $ 54,433 | The schedule below summarizes the scheduled gross maturities as of December 31, 2020 for each of the next five years and thereafter. Amounts in (000's) 2021 $ 2,257 2022 5,222 2023 1,770 2024 1,854 2025 1,948 Thereafter 42,773 Subtotal 55,824 Less: unamortized discounts (135 ) Less: deferred financing costs (1,250 ) Total notes and other debt $ 54,439 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of Information Regarding Leases Associated with PSA Facilities and Related Licensed Beds/Units by Operator Affiliation | The following table provides summary information regarding the leases associated with the PSA Facilities and related licensed beds/units by operator affiliation as of the disposition date: 2019 Cash 2019 Cash Lease Term Annual Rent Annual Rent Facility Name Licensed Beds/Units Location Operator Affiliation Expiration Date (Amounts in 000’s) % of Total Expected Attalla (a) 182 AL C.R. Management 8/31/2030 $ 1,175 6.4 % College Park (a) 100 GA C.R. Management 3/31/2025 645 3.5 % Quail Creek (a) 118 OK Southwest LTC 12/31/2025 783 4.3 % Northwest (b) 100 OK Southwest LTC 12/31/2025 379 2.1 % Total 500 $ 2,982 16.3 % (a) Disposition was completed on August 1, 2019. The Company received net proceeds of $0.4 million after repayment of the Pinecone Credit Facility, the Quail Creek Credit Facility and associated expenses related to the transactions. (b) Disposition was completed on August 28, 2019. The Company received net proceeds of $2.3 million. |
Summary of Information Regarding Credit Facilities Associated with PSA Facilities and Related Purchase Price, Debt Repaid and Net Gain on Sale | The following table provides summary information regarding the credit facilities associated with the PSA Facilities and related purchase price, debt repaid and net gain on the sale for the period ended December 31, 2019: Principal indebtedness repaid Purchase Price Gain/(loss) on Sale Facility Name Lender Interest Rate (Amounts in 000’s) (Amounts in 000’s) (Amounts in 000’s) Attalla Pinecone Fixed 13.50 % $ 9,696 $ 13,000 $ 3,739 College Park Pinecone Fixed 13.50 % 3,043 7,000 3,050 Quail Creek Congressional Bank LIBOR + 4.75% 7.15 % 3,878 6,100 524 Northwest Pinecone Fixed 13.50 % 3,011 2,400 (862 ) AdCare Property Holdings Pinecone Fixed 13.50 % 5,009 — — Total $ 24,637 $ 28,500 $ 6,451 |
Summary of Information for Omega Lease Termination Assets and Liabilities Held for Sale Associated with the PSA Facilities Sold | The following table provides summary information for the Omega Lease Termination assets and liabilities held for sale at December 31, 2018 and the assets and liabilities associated with the PSA Facilities sold during the period ended December 31, 2019: Disposed Comparative (b) Actual (a) August 1, August 28, December 31, December 31, (Amounts in 000's) 2019 2019 2018 2018 Restricted cash, current $ 126 $ — $ 145 $ — Accounts receivable 51 — 55 — Lease deposits — — — 375 Straight-line rent receivable 932 125 1,013 704 Buildings and improvements, net 15,551 2,320 18,081 352 Equipment and computer related, net 272 187 495 97 Land, net 1,160 181 1,341 — Intangible assets—lease rights, net — — — 676 Goodwill 230 290 520 — Assets of disposal group $ 18,322 $ 3,103 $ 21,650 $ 2,204 Accounts payable $ — $ — $ — $ 100 Other liabilities -lease deposits 140 — 140 170 Notes payable and other debt 24,535 — 24,221 — Deferred financing costs (33 ) — (58 ) — Other liabilities -accrued straight-line rent — — — 1,221 Liabilities of disposal group $ 24,642 $ — $ 24,303 $ 1,491 (a) Actual Omega Lease Termination assets and liabilities held for sale at December 31, 2018 sold during January 2019. On December 27, 2018, the Board unanimously approved to terminate the Bonterra/Parkview Master Lease for gross proceeds of approximately $1.5 million, consisting of (i) a termination fee in the amount of $1.2 million and (ii) approximately $0.3 million to satisfy other net amounts due to the Company under the leases. (b) Comparative balance of assets and liabilities sold pursuant to the PSA at December 31, 2018. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Summary of Activity of Discontinued Operations | The following table summarizes the activity of discontinued operations for the three months ended March 31, 2021 2020 Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Cost of services $ 13 $ 37 Net loss $ (13 ) $ (37 ) | The following table summarizes the activity of discontinued operations for the years ended December 31, 2020 and 2019: Year Ending December 31, (Amounts in 000’s) 2020 2019 Recoveries (63 ) (626 ) Other expense, net 147 — Net (loss) income $ (84 ) $ 626 |
Common And Preferred Stock (Tab
Common And Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Preferred Stock Undeclared Dividends in Arrears | The following table summarizes the preferred stock dividends in arrears at December 31, 2020: Date paid / Arrears date Dividends Per Share Dividend Arrears (in 000's) Preferred Stock Dividends: 12/31/2017 0.68 1,912 For the year ended December 31, 2017 $ 1,912 3/31/2018 $ 0.68 $ 1,912 6/30/2018 0.68 1,912 9/30/2018 0.68 1,912 12/31/2018 0.80 2,249 For the year ended December 31, 2018 $ 2.84 $ 7,985 3/31/2019 $ 0.80 $ 2,250 6/30/2019 0.80 2,249 9/30/2019 0.80 2,249 12/31/2019 0.80 2,249 For the year ended December 31, 2019 $ 3.20 $ 8,997 3/31/2020 $ 0.80 $ 2,250 6/30/2020 0.80 2,249 9/30/2020 0.80 2,249 12/31/2020 0.80 2,249 For the year ended December 31, 2020 $ 3.20 $ 8,997 Cumulative Total Outstanding $ 27,891 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Summary of Recognized Stock Based Compensation | For the three months ended March 31 , 2021 2020 Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Non-employee compensation: Board restricted stock $ — $ 12 Total stock-based compensation expense $ — $ 12 | The following table summarizes employee and nonemployee stock based compensation for the years ended December 31, 2020 and 2019: Year Ending December 31, Amounts in (000's) 2020 2019 Non-employee compensation: Restricted stock $ 49 $ 92 Total non-employee stock-based compensation expense $ 49 $ 92 Total stock-based compensation expense $ 49 $ 92 |
Summary of Company's Stock Option Activity | The following summarizes the Company’s employee and non-employee stock option activity for the years ended December 31, 2020 and 2019: Number of Options (000's) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000's) (a) Outstanding and vested at December 31, 2018 15 $ 47.77 5.4 $ — Outstanding and vested at December 31, 2019 15 $ 47.77 4.4 $ — Expired (2 ) $ 49.73 — Outstanding and vested at December 31, 2020 13 $ 47.53 3.5 $ — (a) Represents the aggregate gain on exercise for vested in-the-money options. | |
Schedule of Exercise Price Range | The following summary information reflects stock options outstanding, vested and related details as of December 31, 2020: Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $15.72 - $47.99 9 3.9 $ 46.81 9 $ 46.81 $48.00 - $51.60 4 2.8 $ 48.96 4 $ 48.96 Total 13 3.5 $ 47.53 13 $ 47.53 | |
Schedule of Common Stock Warrant Activity | The following summarizes the Company’s employee and non-employee common stock warrant activity for the years ended December 31, 2020 and 2019: Number of Warrants (000's) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000's) (a) Outstanding and vested at December 31, 2018 85 $ 45.53 3.7 $ — Expired (27 ) $ 31.72 Outstanding and vested at December 31, 2019 58 $ 52.09 4.0 $ — Outstanding and vested at December 31, 2020 58 $ 52.09 3.0 $ — (a) Represents the aggregate gain on exercise for vested in-the-money warrants. | |
Summary of Company's Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2021: Number of Shares (000's) Weighted Avg. Grant Date Fair Value Unvested, December 31, 2020 14 $ 3.60 Vested (14 ) $ 3.60 Unvested, March 31, 2021 - $ - | The following summarizes the Company’s restricted stock activity for the years ended December 31, 2020 and 2019: Number of Shares (000's) Weighted Average Grant Date Fair Value Unvested at December 31, 2018 48 $ 6.20 Vested (19 ) $ 8.65 Unvested at December 31, 2019 29 $ 4.63 Vested (15 ) $ 5.53 Unvested at December 31, 2020 14 $ 3.60 |
Warrant | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Schedule of Exercise Price Range | The following summary information reflects warrants outstanding, vested and related details as of December 31, 2020: Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $36.00 - $47.99 14 1.4 $ 46.71 14 $ 46.71 $48.00 - $59.99 42 3.5 $ 52.99 42 $ 52.99 $60.00 - $70.80 2 2.4 $ 70.80 2 $ 70.80 Total 58 3.0 $ 52.09 58 $ 52.09 |
Income Taxes (Table)
Income Taxes (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Effect of Significant Temporary Differences Representing Deferred Tax Assets and Liabilities | At December 31, 2020 and 2019, the tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows: Year Ended December 31, (Amounts in 000's) 2020 2019 Net deferred tax asset (liability): Allowance for doubtful accounts $ 301 $ 52 Accrued expenses 684 661 Net operating loss carry forwards 17,927 17,464 Property, equipment & intangibles (2,712 ) (2,403 ) Stock based compensation 210 211 Self-Insurance Reserve 46 113 Interest Expense - Limited under 163(j) 1,868 2,391 Total deferred tax assets 18,324 18,489 Valuation allowance (18,324 ) (18,489 ) Net deferred tax liability $ — $ — |
Schedule of Differences Between Income Taxes Computed at the Federal Statutory Rate and the Provision for Income Taxes | The items accounting for the differences between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: Year Ended December 31, 2020 2019 Federal income tax at statutory rate 21.0 % 21.0 % State and local taxes (38.7 )% 1.9 % Nondeductible expenses 0.1 % 0.2 % Change in valuation allowance 23.9 % (24.2 )% Deferred Tax Adjustments - NOL Expirations (6.3 )% — Other — 1.1 % Effective tax rate 0.0 % 0.0 % |
Organization and Significant _2
Organization and Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Company's Accounts Receivable, Net of Allowance | The following table presents the Company's Accounts receivable, net of allowance for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 1,146 $ 3,481 Healthcare Services 777 — Sub Total 1,923 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (40 ) Sub Total (72 ) (1,381 ) Accounts receivable, net of allowance $ 1,851 $ 2,100 (a) See Note 6– Leases | |
Company's Accounts Payable | The following table presents the Company's Accounts payable for the periods presented (Amounts in 000’s) March 31, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,399 $ 3,008 Healthcare Services 416 — Total Accounts payable $ 3,815 $ 3,008 | |
Summary of Real Estate Tax Recognized on Consolidated Statements of Operations | The following table summarizes real estate tax recognized on our consolidated statements of operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, (Amounts in 000’s) 2021 2020 Rental revenues $ 133 $ 126 Other operating expenses $ 133 $ 126 | The following table summarizes real estate tax recognized on our consolidated statements of operations for the twelve months ended December 31, 2020 and 2019: Year Ended December 31, (Amounts in 000’s) 2020 2019 Rental revenues $ 549 $ 480 Other operating expenses 549 480 |
Schedule of Securities Outstanding that were Excluded From the Computation, Prior to the Use of the Treasury Stock Method, Because They Would Have Been Anti-dilutive | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: March 31, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants - employee 49 49 Warrants - non employee 9 9 Total anti-dilutive securities 71 73 | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: December 31, (Amounts in 000’s) 2020 2019 Stock options 13 15 Common stock warrants - employee 49 49 Common stock warrants - nonemployee 9 9 Total shares 71 73 |
Cash and Restricted Cash (Table
Cash and Restricted Cash (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restricted Cash And Investments [Abstract] | ||
Schedule Of Cash And Restricted Cash | The following presents the Company's cash and restricted cash: (Amounts in 000’s) March 31, 2021 December 31, 2020 Cash $ 6,196 $ 4,186 Restricted cash: Cash collateral 153 124 HUD and other replacement reserves 1,731 1,675 Escrow deposits 790 1,190 Restricted investments for debt obligations 317 317 Total restricted cash 2,991 3,306 Total cash and restricted cash $ 9,187 $ 7,492 | The following presents the Company’s cash and restricted cash: December 31, Amounts in (000's) 2020 2019 Cash $ 4,186 $ 4,383 Restricted cash: Cash collateral $ 124 $ 124 HUD and other replacement reserves 1,675 2,251 Escrow deposits 1,190 963 Restricted investments for debt obligations 317 317 Total restricted cash 3,306 3,655 Total cash and restricted cash $ 7,492 $ 8,038 |
Segments Results (Tables)
Segments Results (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Results of Operations for Reporting Segments | The table below presents the results of operations for our reporting segments for the periods presented. Three Months Ended March 31, 2021 2021 2021 2020 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Revenues: Patient care revenues $ — $ 2,690 $ 2,690 $ — Rental revenues 4,081 — 4,081 4,297 Management fees 248 — 248 244 Other revenues 62 — 62 7 Total revenues 4,391 2,690 7,081 4,548 Expenses: Patient care expense — 2,203 2,203 — Facility rent expense 1,342 298 1,640 1,640 Cost of management fees 165 — 165 151 Depreciation and amortization 648 2 650 776 General and administrative expense 899 137 1,036 877 Doubtful accounts expense (recovery) — 40 40 (2 ) Other operating expenses 232 — 232 224 Total expenses 3,286 2,680 5,966 3,666 Income from operations 1,105 10 1,115 882 Other expense : Interest expense, net 681 6 687 715 Other expense, net 394 — 394 144 Total other expense, net 1,075 6 1,081 859 Income from continuing operations before income taxes 30 4 34 23 Income from continuing operations 30 4 34 23 Loss from discontinued operations, net of tax (13 ) — (13 ) (37 ) Net Income (loss) $ 17 $ 4 $ 21 $ (14 ) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2021Facility | Aug. 28, 2019Facility | Aug. 01, 2019Facility | Dec. 27, 2018 | Oct. 01, 2018 | Mar. 31, 2021USD ($)Facilityagreement | Dec. 31, 2020USD ($)Facility | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015Facilityagreement | Apr. 15, 2019Facility | Mar. 31, 2019USD ($) | Mar. 01, 2019Facility | Jan. 01, 2019 |
Significant Accounting Policies | |||||||||||||||
Number of facilities | Facility | 24 | 24 | |||||||||||||
Number of sublease agreements executed, owned by company | 10 | 10 | |||||||||||||
Number of sublease agreements executed, leased by company | 1 | 8 | 9 | ||||||||||||
Number of assisted living facilities | Facility | 2 | 2 | |||||||||||||
Number of managed skilled nursing facilities | Facility | 2 | 2 | 2 | ||||||||||||
Number of managed Independent living facilities | Facility | 1 | 1 | |||||||||||||
Expected monthly rental receipts from tenants received | 97.00% | 82.00% | |||||||||||||
Reverse stock split ratio | 0.0833 | ||||||||||||||
Number of owned skilled nursing facilities sold | Facility | 1 | 3 | |||||||||||||
Maximum penalty for service contract nonperformance | $ 50,000 | $ 50,000 | |||||||||||||
Outstanding amount of management contract | $ 100,000 | ||||||||||||||
Receivables, estimated allowance for uncollectible accounts | 72,000 | 1,381,000 | |||||||||||||
Accounts receivable, net of allowance | 1,851,000 | 2,100,000 | 1,000,000 | ||||||||||||
Right-of-use operating lease assets | 32,811,000 | 33,740,000 | 37,287,000 | $ 39,800,000 | |||||||||||
Operating lease obligation | $ 34,978,000 | $ 35,884,000 | 39,262,000 | $ 41,500,000 | |||||||||||
Weighted average discount rate | 7.98% | 7.98% | 7.98% | 7.98% | |||||||||||
Other liabilities | $ 1,439,000 | $ 1,365,000 | 1,078,000 | ||||||||||||
Lease security deposit | 300,000 | ||||||||||||||
Prepaid expenses and other | 900,000 | 400,000 | $ 200,000 | ||||||||||||
Intrinsic value | $ 0 | $ 0 | |||||||||||||
Federal income tax at statutory rate | 21.00% | 21.00% | 21.00% | 35.00% | |||||||||||
Stock options | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Weighted average contractual terms | 3 years 3 months 18 days | 3 years 6 months | |||||||||||||
Warrant | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Weighted average contractual terms | 2 years 8 months 12 days | 3 years | |||||||||||||
Previously Reported | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Prepaid expenses and other | $ 300,000 | ||||||||||||||
Directors and Officers | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Increase in Prepaid expenses and other | $ 100,000 | ||||||||||||||
Lease-Related Intangible Asset | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Estimated remaining useful life | 7 years | ||||||||||||||
Intangible Assets-bed licenses | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Estimated remaining useful life | 25 years | ||||||||||||||
Patient Care Receivables | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Receivables, estimated allowance for uncollectible accounts | $ 100,000 | $ 1,400,000 | $ 600,000 | ||||||||||||
Georgia | Triple-Net Leased Properties | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Number of facilities for which rent revenues were recorded on cash basis | Facility | 2 | ||||||||||||||
North Carolina | Triple-Net Leased Properties | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Number of facilities for which rent revenues were recorded on cash basis | Facility | 1 | ||||||||||||||
Property Held for Sale | Triple-Net Leased Properties | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Number of facilities for which rent revenues were recorded on cash basis | Facility | 4 | ||||||||||||||
Subsequent Event | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Number of subleased facilities | Facility | 1 | ||||||||||||||
Series A Preferred Stock | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Preferred stock, fixed interest rate (percentage) | 108.75% | 10.875% | |||||||||||||
Third Party Operators | |||||||||||||||
Significant Accounting Policies | |||||||||||||||
Number of management agreements | agreement | 1 | ||||||||||||||
Number of skilled nursing facilities | Facility | 2 | ||||||||||||||
Number of independent living facilities | Facility | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Real Estate Tax Recognized on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Rental revenues | $ 133 | $ 126 | $ 549 | $ 480 |
Other operating expenses | $ 133 | $ 126 | $ 549 | $ 480 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 71 | 73 | 71 | 73 |
Stock options | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 13 | 15 | 13 | 15 |
Common stock warrants - employee | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 49 | 49 | 49 | 49 |
Common stock warrants - nonemployee | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 9 | 9 | 9 | 9 |
Liquidity - Additional Informat
Liquidity - Additional Information (Details) | Jan. 01, 2021USD ($)Facility | Sep. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)$ / shares | Oct. 02, 2018 | Oct. 01, 2018$ / shares | Sep. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Jun. 08, 2018USD ($)$ / shares | Mar. 31, 2018USD ($)$ / shares | Mar. 31, 2021USD ($)Facility$ / shares | Dec. 31, 2020USD ($)FacilityBusiness$ / shares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)FacilityBusiness$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2020USD ($)FacilityBusiness | May 14, 2021USD ($) | Feb. 01, 2019USD ($) |
Liquidity [Line Items] | |||||||||||||||||||||||||||
Unrestricted cash | $ 6,200,000 | $ 4,200,000 | $ 4,200,000 | $ 4,200,000 | |||||||||||||||||||||||
Positive cash flow from continuing operations | 2,408,000 | $ 270,000 | 2,451,000 | $ 3,048,000 | |||||||||||||||||||||||
Accounts receivable, allowance | 72,000 | 1,381,000 | $ 615,000 | 1,381,000 | 615,000 | 1,381,000 | |||||||||||||||||||||
Accounts receivable, net of allowance of $1,381 and $615 | 1,851,000 | 2,100,000 | 963,000 | 2,100,000 | 963,000 | 2,100,000 | |||||||||||||||||||||
Undeclared preferred stock dividends arrears | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 1,912,000 | $ 8,997,000 | $ 8,997,000 | $ 7,985,000 | $ 1,912,000 | ||||||||||
Dividends paid, preferred stock | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 3.20 | $ 3.20 | $ 2.84 | |||||||||||
Total indebtedness | 54,433,000 | $ 54,439,000 | $ 54,439,000 | 54,439,000 | |||||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | 1,200,000 | 1,400,000 | 1,400,000 | 1,400,000 | |||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 2,700,000 | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | |||||||||||||||||||||||
Number of facilities | Facility | 24 | 24 | 24 | 24 | |||||||||||||||||||||||
Operating lease non payment of rent amount | $ 2,700,000 | ||||||||||||||||||||||||||
Number of leased facility | Facility | 1 | ||||||||||||||||||||||||||
Percentage of base rent to adjusted earnings before interest, depreciation, amortization and rent | 80.00% | ||||||||||||||||||||||||||
Property management fee, percentage | 5.00% | ||||||||||||||||||||||||||
Expected cash flow from subrental income from lease | $ 2,600,000 | ||||||||||||||||||||||||||
Non-recurring cash receipts from prior year payment plans related to rent arrears | 800,000 | ||||||||||||||||||||||||||
Final payment received related to prior year payment plans | $ 100,000 | ||||||||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | 1,200,000 | $ 1,400,000 | 1,400,000 | $ 1,400,000 | |||||||||||||||||||||||
Scenario Forecast | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Prior leases contracted cash rent | $ 3,700,000 | ||||||||||||||||||||||||||
Powder Springs Facility | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Variable rent recognized | $ 400,000 | ||||||||||||||||||||||||||
P S Sublease | Powder Springs Facility | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Maximum adjusted EBITDAR for counterparty to not pay any base rent | $ 0 | 0 | |||||||||||||||||||||||||
Conditional reimbursement of base rent to counterparty, maximum adjusted EBITDAR | 0 | 0 | |||||||||||||||||||||||||
Minimum required monthly average adjusted cash flows of counterparty for non-termination of sublease | 100,000 | $ 100,000 | |||||||||||||||||||||||||
Wellington Lease Termination | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Transition Date | Jan. 1, 2021 | ||||||||||||||||||||||||||
Bed Taxes | 1,700,000 | $ 1,700,000 | |||||||||||||||||||||||||
Percentage of anticipated annual revenue | 23.00% | ||||||||||||||||||||||||||
Estimated allowance of rent receivable | $ 1,400,000 | ||||||||||||||||||||||||||
Rent receivable | 2,700,000 | 2,700,000 | 2,700,000 | ||||||||||||||||||||||||
Accounts receivable | 3,100,000 | ||||||||||||||||||||||||||
Bed Taxes | 1,000,000 | 1,700,000 | |||||||||||||||||||||||||
Rent arrears already collected | 1,300,000 | 1,300,000 | |||||||||||||||||||||||||
Wellington Lease Termination | Subsequent Event | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Bed Taxes | $ 1,700,000 | ||||||||||||||||||||||||||
Wellington Tenant | Subsequent Event | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Cash rent | $ 500,000 | ||||||||||||||||||||||||||
Other Non Routine Debt | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||||||||||||||||||
Routine Debt | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,500,000 | 800,000 | 800,000 | 800,000 | |||||||||||||||||||||||
Bond Debt | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 100,000 | $ 100,000 | 100,000 | $ 100,000 | |||||||||||||||||||||||
Current Maturities of Other Debt | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,100,000 | ||||||||||||||||||||||||||
Current Maturities of Other Debt | Tara | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 400,000 | ||||||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Undeclared preferred stock dividends arrears | $ 30,100,000 | $ 30,100,000 | $ 27,900,000 | ||||||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | 12.875% | 12.875% | |||||||||||||||||||||||
Dividends paid, preferred stock | $ / shares | $ 3.20 | $ 0 | $ 0 | $ 2.72 | |||||||||||||||||||||||
Increase of preferred dividends rate per share unpaid and undeclared | $ / shares | $ 3.20 | ||||||||||||||||||||||||||
Wellington | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Number of operators | Facility | 1 | 1 | 1 | ||||||||||||||||||||||||
GEORGIA | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Number of facilities | Facility | 2 | 2 | 2 | ||||||||||||||||||||||||
Operating lease non payment of rent amount | $ 2,700,000 | $ 2,700,000 | $ 2,700,000 | ||||||||||||||||||||||||
COVID-19 | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Rent arrears recorded in accounts receivable net of allowance | 1,300,000,000 | ||||||||||||||||||||||||||
Accounts receivable, allowance | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | ||||||||||||||||||||||||
Accounts receivable, net of allowance of $1,381 and $615 | $ 2,700,000,000 | $ 2,700,000,000 | $ 2,700,000,000 | ||||||||||||||||||||||||
COVID-19 | Wellington | |||||||||||||||||||||||||||
Liquidity [Line Items] | |||||||||||||||||||||||||||
Number of operators | Business | 1 | 1 | 1 |
Cash, Restricted Cash and Inv_3
Cash, Restricted Cash and Investments - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted Cash And Investments [Abstract] | |||||
Cash | $ 6,196 | $ 4,186 | $ 4,383 | ||
Restricted cash: | |||||
Cash collateral | 153 | 124 | 124 | ||
HUD and other replacement reserves | 1,731 | 1,675 | 2,251 | ||
Escrow deposits | 790 | 1,190 | 963 | ||
Restricted investments for debt obligations | 317 | 317 | 317 | ||
Total restricted cash | 2,991 | 3,306 | 3,655 | ||
Total cash and restricted cash | $ 9,187 | $ 7,492 | $ 7,310 | $ 8,038 | $ 6,486 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 73,504 | $ 73,613 | $ 73,971 |
Less: accumulated depreciation and amortization | (21,543) | (21,080) | (19,299) |
Property and equipment, net | 51,961 | 52,533 | 54,672 |
Buildings and Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 65,672 | $ 65,629 | 65,533 |
Buildings and Improvements | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Useful lives | 5 years | 5 years | |
Buildings and Improvements | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Useful lives | 40 years | 40 years | |
Equipment and Computer Related | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 5,056 | $ 5,139 | 5,601 |
Equipment and Computer Related | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Useful lives | 2 years | 2 years | |
Equipment and Computer Related | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Useful lives | 10 years | 10 years | |
Land | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 2,776 | $ 2,776 | 2,779 |
Construction in Process | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 69 | $ 58 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Land improvements | $ 0.1 | $ 0.1 |
Land Improvements | ||
Property Plant And Equipment [Line Items] | ||
Useful lives | 8 years | 8 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Asset impairment charges | $ 0 | $ 0 |
Property and Equipment - Sche_3
Property and Equipment - Schedule of Total Depreciation and Amortization of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation | $ 540 | $ 550 | $ 2,175 | $ 2,458 |
Amortization | 110 | 226 | 719 | 980 |
Total depreciation and amortization | $ 650 | $ 776 | $ 2,894 | $ 3,438 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Finite and indefinite lived intangible assets, gross | $ 16,953 | $ 16,953 | $ 21,505 | $ 30,297 | |
Finite and indefinite lived intangible assets, accumulated amortization | (3,912) | (3,802) | (7,635) | (8,958) | |
Intangible assets, net carrying amount | 13,041 | 13,151 | 13,870 | 21,339 | |
Intangible assets | |||||
Acquisitions gross | 43 | ||||
Finite and indefinite lived intangible assets sold, gross | (8,535) | ||||
Finite and indefinite lived intangible assets sold, accumulated amortization | 2,003 | ||||
Finite and indefinite lived intangible assets, fully amortized asset adjustments, gross | (4,552) | (300) | |||
Finite and indefinite lived intangible assets, fully amortized asset adjustments, accumulated amortization | 4,552 | 300 | |||
Amortization expense | (110) | $ (226) | (719) | (980) | |
Bed Licenses Separable | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Finite and indefinite lived intangible assets, gross | 2,471 | 2,471 | 2,471 | 2,471 | |
Intangible assets, net carrying amount | 2,471 | 2,471 | 2,471 | 2,471 | |
Bed Licenses Included In Property And Equipment | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Finite and indefinite lived intangible assets, gross | 14,276 | 14,276 | 14,276 | 22,811 | |
Finite and indefinite lived intangible assets, accumulated amortization | (3,858) | (3,754) | (3,339) | (4,849) | |
Intangible assets, net carrying amount | 10,418 | 10,522 | 10,937 | 17,962 | |
Intangible assets | |||||
Finite and indefinite lived intangible assets sold, gross | (8,535) | ||||
Finite and indefinite lived intangible assets sold, accumulated amortization | 2,003 | ||||
Amortization expense | (104) | (104) | (415) | (493) | |
Lease Agreements | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Finite and indefinite lived intangible assets, gross | 206 | 206 | 4,758 | 5,015 | |
Finite and indefinite lived intangible assets, accumulated amortization | (54) | (48) | (4,296) | (4,109) | |
Intangible assets, net carrying amount | 152 | 158 | 462 | $ 906 | |
Intangible assets | |||||
Acquisitions gross | 43 | ||||
Finite and indefinite lived intangible assets, fully amortized asset adjustments, gross | (4,552) | (300) | |||
Finite and indefinite lived intangible assets, fully amortized asset adjustments, accumulated amortization | 4,552 | 300 | |||
Amortization expense | $ (6) | $ (122) | $ (304) | $ (487) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense for All Definite Lived Intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | |||
Total | $ 152 | $ 158 | $ 462 |
Intangible assets—lease rights, net | 152 | 158 | $ 462 |
Bed Licenses Included In Property And Equipment | |||
Finite Lived Intangible Assets [Line Items] | |||
2021 | 414 | 414 | |
2022 | 414 | 414 | |
2023 | 414 | 414 | |
2024 | 414 | 414 | |
2025 | 414 | ||
Thereafter | 8,452 | ||
Total | 10,418 | 10,522 | |
2021 | 310 | ||
Thereafter | 8,452 | ||
Intangible assets—lease rights, net | 10,418 | 10,522 | |
Lease Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
2021 | 24 | 24 | |
2022 | 23 | 24 | |
2023 | 18 | 23 | |
2024 | 18 | 18 | |
2025 | 18 | ||
Thereafter | 51 | ||
Total | 152 | 158 | |
2021 | 18 | ||
Thereafter | 51 | ||
Intangible assets—lease rights, net | $ 152 | $ 158 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of the Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill Roll Forward | ||
Goodwill - balances, December 31, prior year | $ 1,585 | $ 2,105 |
Assets sold | 0 | (520) |
Net carrying amount | $ 1,585 | $ 1,585 |
Leases - Operating Leases - Add
Leases - Operating Leases - Additional Information (Details) - Facility | Jan. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leased Assets [Line Items] | |||
Number of skilled nursing facilities under non-cancelable operating leases | 9 | 9 | |
Operating lease number of operating previously subleased, skilled nursing facilities as portfolio stabilization measure | 1 | ||
Leased Facilities | |||
Operating Leased Assets [Line Items] | |||
Weighted average remaining lease term | 6 years 7 months 6 days |
Leases - Facilities Leased to t
Leases - Facilities Leased to the Company - Additional Information (Details) $ in Millions | Nov. 01, 2019USD ($) | Mar. 31, 2021Facility | Dec. 31, 2020Facility | Dec. 31, 2019 | Jul. 01, 2016 | Aug. 01, 2015 |
Lessee Lease Description [Line Items] | ||||||
Number of facilities leased to the company | 9 | |||||
Number of skilled nursing facilities under non-cancelable operating leases | 9 | 9 | ||||
Lessee | ||||||
Lessee Lease Description [Line Items] | ||||||
Weighted average remaining lease term | 6 years 9 months 18 days | |||||
Lease Ending 2027 | ||||||
Lessee Lease Description [Line Items] | ||||||
Number of skilled nursing facilities under non-cancelable operating leases | 8 | |||||
Foster Prime Lease | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease, escalation percentage, renewal term, percentage | 2.00% | |||||
Percentage on annual minimum lease payments | 92.00% | |||||
Covington Forbearance Agreement | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease, escalation percentage, renewal term, percentage | 102.00% | |||||
Percentage on annual minimum lease payments | 8.00% | |||||
Decrease in base rent | $ | $ 0.8 | |||||
Relief from outstanding lease amounts | $ | $ 0.5 | |||||
Portions of rent due | Covington will release and forever quit claim specified portions of the Rent Due as follows: one-third at the end of year three of the new sublease, one-third at the end of year four of the new sublease, and one-third at the end of year five of the new sublease. | |||||
Omega Lease Termination | GEORGIA | ||||||
Lessee Lease Description [Line Items] | ||||||
Number of skilled nursing facilities | 2 | |||||
Omega Lease Termination | East Point, Georgia | ||||||
Lessee Lease Description [Line Items] | ||||||
Number of skilled nursing facilities | 115 | |||||
Omega Lease Termination | Atlanta, Georgia | ||||||
Lessee Lease Description [Line Items] | ||||||
Number of skilled nursing facilities | 184 | |||||
Omega Lease Termination and Adcare Holdco Loan | Georgia | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease expiration date | 2025-08 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Future Rental Payments [Abstract] | ||
2021 | $ 4,981 | $ 6,551 |
2022 | 6,752 | 6,691 |
2023 | 6,851 | 6,823 |
2024 | 6,958 | 6,958 |
2025 | 7,095 | 7,095 |
Thereafter | 12,736 | 12,736 |
Total | 45,373 | 46,854 |
Accretion of Lease Liability [Abstract] | ||
2021 | (205) | (275) |
2022 | (713) | (771) |
2023 | (1,164) | (1,248) |
2024 | (1,602) | (1,708) |
2025 | (2,051) | (2,150) |
Thereafter | (4,660) | (4,818) |
Total | (10,395) | (10,970) |
Operating Lease Obligation [Abstract] | ||
2021 | 4,776 | 6,276 |
2022 | 6,039 | 5,920 |
2023 | 5,687 | 5,575 |
2024 | 5,356 | 5,250 |
2025 | 5,044 | 4,945 |
Thereafter | 8,076 | 7,918 |
Total | 34,978 | 35,884 |
Total | $ 34,978 | $ 35,884 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments (Parenthetical) (Details) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||||
Weighted average discount rate | 7.98% | 7.98% | 7.98% | 7.98% |
Leases - Facilities Leased or S
Leases - Facilities Leased or Subleased by the Company - Additional Information (Details) | Jan. 01, 2021USD ($) | Aug. 27, 2020USD ($) | Feb. 28, 2019USD ($) | Feb. 01, 2019USD ($) | Jan. 28, 2019USD ($) | Jan. 03, 2019USD ($) | Dec. 01, 2018bed | Nov. 30, 2018USD ($)Facility | Jun. 27, 2018bed | Apr. 24, 2018Facility | Jun. 04, 2017USD ($) | Aug. 01, 2015USD ($) | Jan. 31, 2015 | Mar. 31, 2021USD ($)Facilityagreement | Mar. 31, 2020USD ($)Facilitybed | Dec. 31, 2020USD ($)Facilitybed | Dec. 31, 2019USD ($) | Aug. 26, 2020USD ($) | Apr. 05, 2020USD ($) | Dec. 31, 2017USD ($) | Apr. 06, 2017USD ($) |
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Lessor, operating lease, description | As of March 31, 2021, the Company leased or subleased 20 facilities (12 owned by the Company and eight leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. The weighted average remaining lease term for our facilities is approximately 6.3 years. | As of December 31, 2020, the Company leased or subleased 21 facilities (12 owned by the Company and nine leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments to the Company, as applicable. The weighted average remaining lease term for our facilities is 6.5 years. | |||||||||||||||||||
Number of leased or subleased facilities | Facility | 20 | 21 | |||||||||||||||||||
Number of skilled nursing facilities sub leased | Facility | 8 | 9 | |||||||||||||||||||
Number of sublease agreements executed, owned by company | 10 | 10 | |||||||||||||||||||
Number of facilities | Facility | 24 | 24 | |||||||||||||||||||
Operating lease non payment of rent amount | $ 2,700,000 | ||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | Facility | 9 | 9 | |||||||||||||||||||
Provision (recovery) for doubtful accounts | $ 40,000 | $ (2,000) | $ 925,000 | $ (281,000) | |||||||||||||||||
Lessor, operating lease, option to extend description | All Subleases are for an initial term of 10 years, with renewal options | ||||||||||||||||||||
Lessor, operating lease, option to extend | true | ||||||||||||||||||||
Sub lease ,initial term of contract | 10 years | ||||||||||||||||||||
Rent expense in excess of cash paid | 24,000 | $ 55,000 | $ 168,000 | $ 308,000 | |||||||||||||||||
Aspire | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of subleased facilities | Facility | 5 | ||||||||||||||||||||
Operating lease indemnification liability | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||||
GEORGIA | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of facilities | Facility | 2 | ||||||||||||||||||||
Operating lease non payment of rent amount | $ 2,700,000 | ||||||||||||||||||||
Leased and Subleased Facilities | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Weighted average remaining lease term | 6 years 3 months 18 days | 6 years 6 months | |||||||||||||||||||
Wellington Lease Amendment | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of facilities | Facility | 2 | ||||||||||||||||||||
Leases expiration date | Aug. 31, 2027 | Aug. 31, 2027 | |||||||||||||||||||
Lease Ending 2027 | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | Facility | 8 | ||||||||||||||||||||
Lease Ending 2027 | GEORGIA | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of facilities | Facility | 8 | ||||||||||||||||||||
Foster Prime Lease | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of facilities | Facility | 2 | ||||||||||||||||||||
Wellington Lease Termination | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Percentage of reduction in base rent | 10.00% | ||||||||||||||||||||
Reduction in base rent per month | $ 31,000,000 | ||||||||||||||||||||
Reduction in base rent straight-line revenue per month | $ 48,000,000 | ||||||||||||||||||||
Operating lease, annual rent escalator percentage | 1.00% | ||||||||||||||||||||
Operating lease description | Effective February 1, 2019, the Company agreed to a 10% reduction in base rent, or in aggregate approximately an average $31,000 per month cash rent reduction for the year ended December 31, 2019, and $48,000 per month decrease in straight-line revenue, respectively for the Tara Facility and the Powder Springs Facility combined. Additionally the Company modified the annual rent escalator to 1% per year from the prior scheduled increase from 1% to 2% previously due to commence of the 1st day of the sixth lease year. | ||||||||||||||||||||
Wellington Lease Termination | Thunderbolt, Georgia | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 134 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 134 | ||||||||||||||||||||
Wellington Lease Termination | Powder Springs Georgia | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 208 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 208 | ||||||||||||||||||||
Wellington Lease Termination | Minimum | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Operating lease, increase in annual rent escalator percentage | 1.00% | ||||||||||||||||||||
Wellington Lease Termination | Maximum | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Operating lease, increase in annual rent escalator percentage | 2.00% | ||||||||||||||||||||
Beacon Health Management Limited Liability Company | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of sublease agreements executed, owned by company | Facility | 4 | ||||||||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | Facility | 1 | ||||||||||||||||||||
Lease inducement fee paid | $ 600,000 | ||||||||||||||||||||
Lease inducement receivable outstanding | $ 500,000 | ||||||||||||||||||||
Lease expiration year | 2025 | ||||||||||||||||||||
Termination fee | $ 675,000 | ||||||||||||||||||||
Termination fee, installment amount | $ 37,500 | ||||||||||||||||||||
Termination fee, installment period | 18 months | ||||||||||||||||||||
Lease inducement | 500,000 | ||||||||||||||||||||
Rent arrears | 2,500,000 | ||||||||||||||||||||
Other receivables | $ 600,000 | ||||||||||||||||||||
Provision (recovery) for doubtful accounts | $ 300,000 | ||||||||||||||||||||
Covington Care Center | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Leases expiration date | Nov. 30, 2028 | ||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 94 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 94 | ||||||||||||||||||||
Straight-line rent receivable | 400,000 | ||||||||||||||||||||
Eaglewood A L F | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Leases expiration date | Nov. 30, 2028 | ||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 80 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 80 | ||||||||||||||||||||
Straight-line rent receivable | 500,000 | ||||||||||||||||||||
Hearth And Care Of Greenfield | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Leases expiration date | Nov. 30, 2023 | ||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 99 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 99 | ||||||||||||||||||||
Sub lease ,initial term of contract | 5 years | ||||||||||||||||||||
Operating lease, minimum annual rent escalation percentage | 1.00% | ||||||||||||||||||||
Straight-line rent receivable | 200,000 | ||||||||||||||||||||
The Pavilion Care Center | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Leases expiration date | Nov. 30, 2028 | ||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 50 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 50 | ||||||||||||||||||||
Straight-line rent receivable | 200,000 | ||||||||||||||||||||
Eaglewood Care Center | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Leases expiration date | Nov. 30, 2028 | ||||||||||||||||||||
Straight-line rent receivable | 400,000 | ||||||||||||||||||||
Symmetry Health Care | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Lessor, operating lease, option to extend | true | ||||||||||||||||||||
Lease agreement expiration year | 2030 | ||||||||||||||||||||
Annualized rent concession granted | $ 600,000 | ||||||||||||||||||||
Rent arrear waived off | 200,000 | ||||||||||||||||||||
Monthly rent payments | $ 100,000 | ||||||||||||||||||||
Allowance for outstanding balance of payment plan receivables | 400,000 | ||||||||||||||||||||
Symmetry Health Care | Mountain Trace Facility | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 106 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 106 | ||||||||||||||||||||
Symmetry Health Care | Sumter Facility | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 96 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 96 | ||||||||||||||||||||
Symmetry Health Care | Georgetown Facility | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 84 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 84 | ||||||||||||||||||||
Vero Health Lease | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Sub lease ,initial term of contract | 10 years | ||||||||||||||||||||
Lease start date | Mar. 1, 2019 | ||||||||||||||||||||
Rent expense in excess of cash paid | $ 500,000 | ||||||||||||||||||||
Operating lease, escalation percentage | 2.50% | ||||||||||||||||||||
Peach Health Care | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Lessor, operating lease, option to extend | true | ||||||||||||||||||||
Loans receivable | $ 1,000,000 | ||||||||||||||||||||
LOC fixed interest rate | 13.50% | ||||||||||||||||||||
Increase (decrease) in interest rate | 1.00% | ||||||||||||||||||||
Long-term debt current | $ 1,750,000 | $ 2,500,000 | |||||||||||||||||||
Peach Health Care | Variable Interest Entity, Not Primary Beneficiary | Peach Health Sublessee | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
LOC fixed interest rate | 8.00% | 13.50% | 16.50% | ||||||||||||||||||
Increase (decrease) in interest rate | 1.00% | ||||||||||||||||||||
Short-term debt | $ 800,000 | ||||||||||||||||||||
Maximum period obligations under guaranty ceases | 4 years | ||||||||||||||||||||
Long-term LOC | $ 500,000 | $ 400,000 | 1,200,000 | $ 1,300,000 | |||||||||||||||||
Proceeds from line of credit | 450,000 | ||||||||||||||||||||
Non-cash settlement of bed taxes | $ 350,000 | ||||||||||||||||||||
Debt instrument, frequency of periodic payment | 60 equal monthly installments | ||||||||||||||||||||
Long-term LOC, Noncurrent | $ 400,000 | 100,000 | |||||||||||||||||||
Outstanding balance included in outstanding deferred interest | $ 400,000 | ||||||||||||||||||||
Peach Health Care | Oceanside | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 85 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 85 | ||||||||||||||||||||
Peach Health Care | Savannah Beach | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 50 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 50 | ||||||||||||||||||||
Peach Health Care | Jeffersonville | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 131 | ||||||||||||||||||||
Number of beds in skilled nursing facility | bed | 131 | ||||||||||||||||||||
Peach Health Care | Georgia | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of facilities | Facility | 3 | ||||||||||||||||||||
P S Sublease | Powder Springs Facility | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Lessor, operating lease, description | The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. | The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. | |||||||||||||||||||
Leases expiration date | Aug. 1, 2027 | Aug. 1, 2027 | |||||||||||||||||||
Lessor, operating lease, option to extend description | two | ||||||||||||||||||||
Lessor, operating lease, option to extend | true | ||||||||||||||||||||
Minimum required monthly average adjusted cash floes of counterparty for non-termination of sublease | 80.00% | 80.00% | |||||||||||||||||||
Maximum expected base rent per month beginning with month thirteen | $ 150,000 | $ 150,000 | |||||||||||||||||||
Expected base rent per month beginning with month twenty five | 140,000 | $ 140,000 | |||||||||||||||||||
Lessor, operating lease, lease payment terms and description | For the first six months, the base rent under the PS Sublease will equal the adjusted earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”) as defined in the PS Sublease, of PS Operator, to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR; however, beginning with month thirteen, the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. | For the first six months, the base rent under the PS Sublease will equal the Adjusted EBITDAR (as defined in the PS Sublease) of PS Operator to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR; however, beginning with month thirteen the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month | |||||||||||||||||||
Maximum adjusted EBITDAR for counterparty to not pay any base rent | 0 | $ 0 | |||||||||||||||||||
Conditional reimbursement of base rent to counterparty, maximum adjusted EBITDAR | 0 | 0 | |||||||||||||||||||
Variable rent | $ 400,000 | ||||||||||||||||||||
Straight-line rent | $ 300,000 | ||||||||||||||||||||
Minimum required monthly average adjusted cash flows of counterparty for non-termination of sublease | $ 100,000 | $ 100,000 | |||||||||||||||||||
Third Party Operators | |||||||||||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||||||||||
Number of sublease agreements executed, owned by company | Facility | 12 | 12 |
Leases - Schedule of Future M_3
Leases - Schedule of Future Minimum Lease Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases Future Minimum Payments Receivable [Abstract] | ||
2021 | $ 9,337 | $ 12,384 |
2022 | 13,519 | 13,519 |
2023 | 15,477 | 15,477 |
2024 | 15,299 | 15,299 |
2025 | 13,702 | 13,702 |
Thereafter | 33,555 | 33,555 |
Total | $ 100,889 | $ 103,936 |
Leases - Schedule of Future M_4
Leases - Schedule of Future Minimum Lease Receivables Leases to Third-Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
2021 | $ 12,384 | $ 9,337 |
Eaglewood A L F | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire | |
Initial Lease Term, Commencement Date | Dec. 1, 2018 | |
Leases expiration date | Nov. 30, 2028 | |
2021 | $ 630 | |
Eaglewood Care Center | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire | |
Initial Lease Term, Commencement Date | Dec. 1, 2018 | |
Leases expiration date | Nov. 30, 2028 | |
2021 | $ 441 | |
Hearth And Care Of Greenfield | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire | |
Initial Lease Term, Commencement Date | Dec. 1, 2018 | |
Leases expiration date | Nov. 30, 2023 | |
2021 | $ 223 | |
Southland Healthcare | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Beacon Health Management | |
Initial Lease Term, Commencement Date | Nov. 1, 2014 | |
Leases expiration date | Oct. 31, 2024 | |
2021 | $ 990 | |
The Pavilion Care Center | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire | |
Initial Lease Term, Commencement Date | Dec. 1, 2018 | |
Leases expiration date | Nov. 30, 2028 | |
2021 | $ 231 | |
Autumn Breeze Facility | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | |
Initial Lease Term, Commencement Date | Sep. 30, 2015 | |
Leases expiration date | Sep. 30, 2025 | |
2021 | $ 916 | |
Coosa Valley Health Care | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | |
Initial Lease Term, Commencement Date | Dec. 1, 2014 | |
Leases expiration date | Aug. 31, 2030 | |
2021 | $ 1,021 | |
Glenvue Health And Rehabilitation | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | |
Initial Lease Term, Commencement Date | Jul. 1, 2015 | |
Leases expiration date | Jun. 30, 2025 | |
2021 | $ 1,341 | |
Meadowood | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | |
Initial Lease Term, Commencement Date | May 1, 2017 | |
Leases expiration date | Aug. 31, 2030 | |
2021 | $ 484 | |
Georgetown Health | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Symmetry Healthcare | |
Initial Lease Term, Commencement Date | Apr. 1, 2015 | |
Leases expiration date | Mar. 31, 2030 | |
2021 | $ 347 | |
Mountain Trace Rehab | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Vero Health Management | |
Initial Lease Term, Commencement Date | Mar. 1, 2019 | |
Leases expiration date | Feb. 28, 2029 | |
2021 | $ 502 | |
Sumter Valley Nursing And Rehab | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Symmetry Healthcare | |
Initial Lease Term, Commencement Date | Apr. 1, 2015 | |
Leases expiration date | Mar. 31, 2030 | |
2021 | $ 643 | |
Owned Facilities | ||
Operating Leased Assets [Line Items] | ||
2021 | $ 7,769 | |
Covington Care Center | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire | |
Initial Lease Term, Commencement Date | Dec. 1, 2018 | |
Leases expiration date | Nov. 30, 2028 | |
2021 | $ 528 | |
Lumber City Facility | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Beacon Health Management | |
Initial Lease Term, Commencement Date | Nov. 1, 2014 | |
Leases expiration date | Aug. 31, 2027 | |
2021 | $ 959 | |
La Grange Facility | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | |
Initial Lease Term, Commencement Date | Apr. 1, 2015 | |
Leases expiration date | Aug. 31, 2027 | |
2021 | $ 1,174 | |
Thomasville Nursing And Rehabilitation | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | |
Initial Lease Term, Commencement Date | Jul. 1, 2014 | |
Leases expiration date | Aug. 31, 2027 | |
2021 | $ 371 | |
Jeffersonville | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Peach Health | |
Initial Lease Term, Commencement Date | Jun. 18, 2016 | |
Leases expiration date | Aug. 31, 2027 | |
2021 | $ 771 | |
Oceanside | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Peach Health | |
Initial Lease Term, Commencement Date | Jul. 13, 2016 | |
Leases expiration date | Aug. 31, 2027 | |
2021 | $ 525 | |
Savannah Beach | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Peach Health | |
Initial Lease Term, Commencement Date | Jul. 13, 2016 | |
Leases expiration date | Aug. 31, 2027 | |
2021 | $ 287 | |
Powder Springs Facility | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Empire | |
Initial Lease Term, Commencement Date | Jan. 1, 2021 | |
Leases expiration date | Aug. 1, 2027 | |
Tara | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Regional Health Properties | |
Leased Facilities | ||
Operating Leased Assets [Line Items] | ||
2021 | $ 4,615 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Payables And Accruals [Abstract] | |||||
Accrued employee benefits and payroll related | $ 449 | $ 218 | $ 239 | ||
Real estate and other taxes | 1,022 | 491 | 883 | ||
Self-insured reserve (1) | 183 | 183 | [1] | 453 | [1] |
Accrued interest | 334 | 424 | 208 | ||
Unearned rental revenue | 42 | 41 | 46 | ||
Other accrued expenses | 1,148 | 868 | 784 | ||
Total accrued expenses | $ 3,178 | $ 2,225 | $ 2,613 | ||
[1] | The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third party administrator and outside counsel to manage and defend the claims (see Note 14 - Commitments and Contingencies). |
Notes Payable and Other Debt -
Notes Payable and Other Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 55,785 | $ 55,824 | $ 56,876 |
Deferred financing costs | (1,221) | (1,250) | (1,364) |
Unamortized discounts on bonds | (131) | (135) | (149) |
Notes payable and other debt | 54,433 | 54,439 | 55,363 |
Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 30,875 | 31,104 | 31,996 |
Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 13,096 | 13,139 | 13,298 |
Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 616 | 628 | 650 |
Senior debt Bonds, net of discount | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 6,500 | 6,500 | 6,616 |
Senior debt - other mortgage indebtedness | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 3,593 | 3,631 | 3,777 |
Other Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 1,105 | $ 822 | $ 539 |
Notes Payable and Other Debt _2
Notes Payable and Other Debt - Details of Long-term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 55,785 | $ 55,824 | $ 56,876 |
Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 30,875 | 31,104 | 31,996 |
Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 13,096 | 13,139 | 13,298 |
Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 616 | 628 | 650 |
Senior debt Bonds, net of discount | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 6,500 | 6,500 | 6,616 |
Senior debt - other mortgage indebtedness | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 3,593 | 3,631 | 3,777 |
Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 30,875 | 31,104 | |
Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 13,096 | 13,139 | |
Senior Debt Obligations | Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 616 | 628 | 650 |
Bonds | Senior debt Bonds, net of discount | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 6,500 | 6,500 | 6,616 |
Other Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 1,105 | $ 822 | 539 |
Orix Real Estate Capital | The Pavilion Care Center | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Dec. 1, 2027 | Dec. 1, 2027 | |
Fixed interest rate (as a percent) | 4.16% | 4.16% | |
Debt instrument, outstanding amount | $ 956 | $ 986 | 1,105 |
Orix Real Estate Capital | Hearth And Care Of Greenfield | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Aug. 1, 2038 | Aug. 1, 2038 | |
Fixed interest rate (as a percent) | 4.20% | 4.20% | |
Debt instrument, outstanding amount | $ 1,902 | $ 1,920 | 1,992 |
Midland State Bank | Woodland Manor | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 1, 2044 | Oct. 1, 2044 | |
Fixed interest rate (as a percent) | 3.75% | 3.75% | |
Debt instrument, outstanding amount | $ 4,935 | $ 4,968 | 5,094 |
Midland State Bank | Glenvue Health And Rehabilitation | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 1, 2044 | Oct. 1, 2044 | |
Fixed interest rate (as a percent) | 3.75% | 3.75% | |
Debt instrument, outstanding amount | $ 7,662 | $ 7,712 | 7,909 |
Midland State Bank | Georgetown Health | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 1, 2046 | Oct. 1, 2046 | |
Fixed interest rate (as a percent) | 2.98% | 2.98% | |
Debt instrument, outstanding amount | $ 3,372 | $ 3,394 | 3,480 |
KeyBank | Other Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Aug. 25, 2021 | Aug. 25, 2021 | |
Fixed interest rate (as a percent) | 0.00% | 0.00% | |
Debt instrument, outstanding amount | $ 495 | $ 495 | 495 |
KeyBank | Autumn Breeze Facility | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jan. 1, 2045 | Jan. 1, 2045 | |
Fixed interest rate (as a percent) | 3.65% | 3.65% | |
Debt instrument, outstanding amount | $ 6,660 | $ 6,705 | 6,876 |
KeyBank | Sumter Valley | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jan. 1, 2047 | Jan. 1, 2047 | |
Fixed interest rate (as a percent) | 3.70% | 3.70% | |
Debt instrument, outstanding amount | $ 5,388 | $ 5,419 | 5,540 |
Metro City Bank | Coosa Valley Health Care | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Sep. 30, 2035 | Sep. 30, 2035 | |
Fixed interest rate (as a percent) | 5.50% | 5.50% | |
Debt instrument, outstanding amount | $ 5,149 | $ 5,149 | 5,212 |
Metro City Bank | Coosa Valley Health Care | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread | 1.50% | 1.50% | |
Basis spread | 1.50% | 1.50% | |
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Feb. 24, 2037 | Feb. 24, 2037 | |
Fixed interest rate (as a percent) | 5.75% | 5.75% | |
Debt instrument, outstanding amount | $ 3,954 | $ 3,972 | 4,009 |
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread | 1.75% | 1.75% | |
Basis spread | 1.75% | 1.75% | |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jul. 27, 2036 | Jul. 27, 2036 | |
Fixed interest rate (as a percent) | 6.00% | 6.00% | |
Debt instrument, outstanding amount | $ 3,993 | $ 4,018 | 4,077 |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread | 1.50% | 1.50% | |
Basis spread | 1.50% | 1.50% | |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jul. 27, 2036 | Jul. 27, 2036 | |
Fixed interest rate (as a percent) | 5.50% | 5.50% | |
Debt instrument, outstanding amount | $ 616 | $ 628 | 650 |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread | 2.25% | 2.25% | |
Basis spread | 2.25% | 2.25% | |
City of Springfield | Eaglewood Care Center | Bonds | Bonds Series A | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | May 1, 2042 | May 1, 2042 | |
Fixed interest rate (as a percent) | 7.65% | 7.65% | |
Debt instrument, outstanding amount | $ 6,379 | $ 6,379 | 6,379 |
City of Springfield | Eaglewood Care Center | Bonds | Bond Series B | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | May 1, 2021 | May 1, 2021 | |
Fixed interest rate (as a percent) | 8.50% | 8.50% | |
Debt instrument, outstanding amount | $ 121 | $ 121 | 237 |
Exchange Bank of Alabama | Meadowood | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | May 1, 2022 | May 1, 2022 | |
Debt Instrument Interest Rate Effective Percentage | 4.50% | 4.50% | |
Exchange Bank of Alabama | Meadowood | Senior debt - other mortgage indebtedness | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 3,593 | $ 3,631 | 3,777 |
First Insurance Funding | Other Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Mar. 1, 2021 | Mar. 1, 2021 | |
Fixed interest rate (as a percent) | 2.38% | 2.38% | |
Debt instrument, outstanding amount | $ 94 | 27 | |
FountainHead Commercial Capital - PPP Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Apr. 16, 2022 | Apr. 16, 2022 | |
Fixed interest rate (as a percent) | 1.00% | 1.00% | |
Debt instrument, outstanding amount | $ 229 | $ 229 | |
Marlin Covington Finance | Other Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Mar. 11, 2021 | Mar. 11, 2021 | |
Fixed interest rate (as a percent) | 20.17% | 20.17% | |
Debt instrument, outstanding amount | $ 4 | $ 17 | |
Servarus Financial Inc. | Other Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Nov. 1, 2021 | ||
Fixed interest rate (as a percent) | 5.18% | ||
Debt instrument, outstanding amount | $ 381 |
Notes Payable and Other Debt _3
Notes Payable and Other Debt - Details of Long-term Debt (Parenthetical) (Details) $ in Thousands | Jan. 18, 2019USD ($) | Apr. 30, 2012USD ($) | Mar. 31, 2021USD ($)Facilitybed | Sep. 01, 2020bed | Oct. 02, 2020bed | Dec. 31, 2020USD ($)Facility | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Proceeds from debt issuance | $ 229 | ||||||
Unamortized discounts on bonds | $ 131 | $ 135 | $ 149 | ||||
Aggregate reduction in principal amount debt | $ 200 | ||||||
Senior debt - guaranteed by HUD | |||||||
Debt Instrument [Line Items] | |||||||
Number of skilled nursing facilities | Facility | 7 | 7 | |||||
Percentage of debt insured | 100.00% | 100.00% | |||||
Senior debt - guaranteed by USDA | |||||||
Debt Instrument [Line Items] | |||||||
Number of skilled nursing facilities | Facility | 3 | 3 | |||||
Annual renewal fee for the USDA guarantee (as a percent) | 0.25% | 0.25% | |||||
Debt Instrument Prepayment Penalties Percentage | 1.00% | 1.00% | |||||
Prepayment penalties capped percentage | 1.00% | 1.00% | |||||
Prepayment penalties percentage capped, period | 10 years | 10 years | |||||
Prepayment penalties percentage capped thereafter | 0.00% | 0.00% | |||||
Number of licensed beds | bed | 122 | 122 | 126 | ||||
Senior debt - guaranteed by USDA | Coosa Valley Health Care | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment penalties percentage capped thereafter | 1.00% | ||||||
Senior debt - guaranteed by SBA | |||||||
Debt Instrument [Line Items] | |||||||
Number of skilled nursing facilities | Facility | 1 | 1 | |||||
Percentage of debt insured | 75.00% | 75.00% | |||||
Number of licensed beds | bed | 126 | ||||||
Debt maturity year | 2036 | ||||||
Senior debt Bonds, net of discount | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of deferred financing costs (in percentage) | 0.15% | 0.15% | |||||
Series2012 A Bonds | Eaglewood Village | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from debt issuance | $ 6,600 | ||||||
Series2012 B Bonds | Eaglewood Village | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from debt issuance | 600 | ||||||
Series2012 Bonds | Eaglewood Village | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized discounts on bonds | $ 300 | ||||||
Bond Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal repayment amount net effect of issuance fees refund | $ 243,467 | ||||||
Senior debt - other mortgage indebtedness | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of deferred financing costs (in percentage) | 0.30% | 0.30% | |||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of deferred financing costs (in percentage) | 0.08% | 0.08% | |||||
Minimum | Senior debt - guaranteed by USDA | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of debt insured | 70.00% | 70.00% | |||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of deferred financing costs (in percentage) | 0.53% | 0.53% | |||||
Maximum | Senior debt - guaranteed by USDA | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of debt insured | 80.00% | 80.00% |
Notes Payable and Other Debt _4
Notes Payable and Other Debt - Additional Information (Details) - credit_instrument | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Number of credit related instruments | 17 | 18 |
Notes Payable and Other Debt _5
Notes Payable and Other Debt - Summary of the Scheduled Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
2021 | $ 2,667 | $ 2,257 | |
2022 | 5,211 | 5,222 | |
2023 | 1,778 | 1,770 | |
2024 | 1,867 | 1,854 | |
2025 | 1,959 | 1,948 | |
Thereafter | 42,303 | 42,773 | |
Subtotal | 55,785 | 55,824 | $ 56,876 |
Less: unamortized discounts | (131) | (135) | (149) |
Less: deferred financing costs | (1,221) | (1,250) | $ (1,364) |
Total notes and other debt | $ 54,433 | $ 54,439 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) $ in Thousands | Aug. 28, 2019USD ($)Facility | Aug. 01, 2019USD ($)Facility | Apr. 15, 2019USD ($) | Jan. 28, 2019USD ($) | Jan. 15, 2019Facilitybed | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)Business | Dec. 31, 2019USD ($)Businessbed | Feb. 15, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Number of businesses acquired | Business | 0 | 0 | ||||||||||
Lease deposits and other deposits | $ 514 | $ 514 | $ 517 | |||||||||
Number of PSA facilities sold | Facility | 1 | 3 | ||||||||||
Net (Loss) income attributable to Regional Health Properties, Inc. | 21 | $ (14) | (688) | 5,500 | ||||||||
Income from discontinued operations, net of tax | (13) | $ (37) | (84) | 626 | ||||||||
Restricted cash | $ 2,991 | $ 3,306 | 3,655 | |||||||||
Pinecone Credit Facility | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Principal amount of the debt instrument | $ 20,700 | |||||||||||
Payment for debt extinguishment | 21,300 | |||||||||||
Loan forgiveness | 100 | |||||||||||
Interest expense, debt | 500 | |||||||||||
Legal expense, debt | 100 | |||||||||||
Repayment of surviving obligation and provision | $ 400 | |||||||||||
Quail Creek Credit Facility | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Principal amount of the debt instrument | 3,900 | |||||||||||
Payment for debt extinguishment | 3,800 | |||||||||||
Restricted cash | $ 100 | |||||||||||
MED Purchase and Sale Agreement | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Amount buyer paid to seller | $ 28,500 | |||||||||||
Lease deposits and other deposits | $ 150 | |||||||||||
Number of PSA facilities sold | Facility | 3 | |||||||||||
Aggregate purchase price received | $ 26,100 | 28,500 | ||||||||||
Security deposit held in escrow | 175 | |||||||||||
Remaining security deposit escrow | 125 | |||||||||||
Sale commission | 400 | |||||||||||
Net (Loss) income attributable to Regional Health Properties, Inc. | 4,800 | |||||||||||
Gain on the sale of assets | 6,400 | |||||||||||
Income from discontinued operations, net of tax | 100 | |||||||||||
Debt extinguishment expense | $ 1,700 | |||||||||||
Number of licensed beds | bed | 500 | |||||||||||
Net proceeds from transfer of integral physical assets to lessor | $ 2,300 | 400 | ||||||||||
MED Purchase and Sale Agreement | Pinecone Credit Facility | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Principal amount of the debt instrument | $ 16,250 | |||||||||||
MED Purchase and Sale Agreement | Northwest Facility | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Aggregate purchase price received | 2,400 | |||||||||||
Non refundable fee to be paid for extension of closing date, subject to condition | 75 | |||||||||||
Building improvement credit and sales commission expenses | $ 100 | |||||||||||
MED Purchase and Sale Agreement | Northwest Facility | Building Improvements | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Reduction in purchase price | $ 100 | |||||||||||
Omega Lease Termination and Adcare Holdco Loan | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Net (Loss) income attributable to Regional Health Properties, Inc. | $ 700 | |||||||||||
Integral physical fixed assets in facilities transferred to lessor | $ 400 | |||||||||||
Net proceeds from transfer of integral physical assets to lessor | 1,500 | |||||||||||
Termination fee | 1,200 | |||||||||||
Other net amount due under lease | 300 | |||||||||||
Lease termination payments | 1,200 | |||||||||||
Omega Lease Termination and Adcare Holdco Loan | AdCare Holdco Loan | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payment related to proceeds from lease termination | 900 | |||||||||||
Omega Lease Termination and Adcare Holdco Loan | GEORGIA | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Lease expiration date | 2025-08 | |||||||||||
Number of skilled nursing facilities | Facility | 2 | |||||||||||
Omega Lease Termination and Adcare Holdco Loan | East Point, Georgia | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of licensed beds | bed | 115 | |||||||||||
Omega Lease Termination and Adcare Holdco Loan | Atlanta, Georgia | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of licensed beds | bed | 184 | |||||||||||
Omega Lease Termination and Adcare Holdco Loan | Pinecone | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payment for lease termination unpaid expense | $ 300 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Summary of Leases Associated with PSA Facilities and Related Licensed Beds/Units by Operator Affiliation as of Disposition Date (Details) - MED Purchase and Sale Agreement $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)bed | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | bed | 500 |
2019 Cash Annual Rent | $ | $ 2,982 |
% of Total Expected 2019 Cash Annual Rent | 16.30% |
Attalla | Alabama | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | bed | 182 |
Operator Affiliation | C.R. Management |
Lease Term Expiration Date | Aug. 31, 2030 |
2019 Cash Annual Rent | $ | $ 1,175 |
% of Total Expected 2019 Cash Annual Rent | 6.40% |
College Park | GEORGIA | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | bed | 100 |
Operator Affiliation | C.R. Management |
Lease Term Expiration Date | Mar. 31, 2025 |
2019 Cash Annual Rent | $ | $ 645 |
% of Total Expected 2019 Cash Annual Rent | 3.50% |
Quail Creek | Oklahoma | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | bed | 118 |
Operator Affiliation | Southwest LTC |
Lease Term Expiration Date | Dec. 31, 2025 |
2019 Cash Annual Rent | $ | $ 783 |
% of Total Expected 2019 Cash Annual Rent | 4.30% |
Northwest | Oklahoma | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of licensed beds | bed | 100 |
Operator Affiliation | Southwest LTC |
Lease Term Expiration Date | Dec. 31, 2025 |
2019 Cash Annual Rent | $ | $ 379 |
% of Total Expected 2019 Cash Annual Rent | 2.10% |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Summary of Leases Associated with PSA Facilities and Related Licensed Beds/Units by Operator Affiliation as of Disposition Date (Parenthetical) (Details) - USD ($) $ in Millions | Aug. 28, 2019 | Aug. 01, 2019 |
MED Purchase and Sale Agreement | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net proceeds after completion of disposition | $ 2.3 | $ 0.4 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Summary of Credit Facilities Associated with PSA Facilities and Related Purchase Price, Debt Repaid and Net Gain on Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 01, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain/(loss) on Sale | $ 7,141 | ||
MED Purchase and Sale Agreement | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Principal indebtedness repaid | 24,637 | ||
Purchase Price | 28,500 | $ 26,100 | |
Gain/(loss) on Sale | $ 6,451 | ||
MED Purchase and Sale Agreement | Attalla | Pinecone | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fixed interest rate (as a percent) | 13.50% | ||
Principal indebtedness repaid | $ 9,696 | ||
Purchase Price | 13,000 | ||
Gain/(loss) on Sale | $ 3,739 | ||
MED Purchase and Sale Agreement | College Park | Pinecone | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fixed interest rate (as a percent) | 13.50% | ||
Principal indebtedness repaid | $ 3,043 | ||
Purchase Price | 7,000 | ||
Gain/(loss) on Sale | $ 3,050 | ||
MED Purchase and Sale Agreement | Quail Creek | Congressional Bank | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt Instrument Interest Rate Effective Percentage | 7.15% | ||
Principal indebtedness repaid | $ 3,878 | ||
Purchase Price | 6,100 | ||
Gain/(loss) on Sale | $ 524 | ||
MED Purchase and Sale Agreement | Quail Creek | Congressional Bank | LIBOR | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt Instrument Interest Rate Effective Percentage | 4.75% | ||
MED Purchase and Sale Agreement | Northwest | Pinecone | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fixed interest rate (as a percent) | 13.50% | ||
Principal indebtedness repaid | $ 3,011 | ||
Purchase Price | 2,400 | ||
Gain/(loss) on Sale | $ (862) | ||
MED Purchase and Sale Agreement | AdCare Property Holdings | Pinecone | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fixed interest rate (as a percent) | 13.50% | ||
Principal indebtedness repaid | $ 5,009 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Summary of Information for Omega Lease Termination Assets and Liabilities Held for Sale Associated with the PSA Facilities Sold (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 28, 2019 | Aug. 01, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Accounts receivable | $ 100 | $ 100 | |||
Lease deposits | $ 375 | ||||
Straight-line rent receivable | 704 | ||||
Buildings and improvements, net | 352 | ||||
Equipment and computer related, net | 97 | ||||
Intangible assets—lease rights, net | 676 | ||||
Assets of disposal group | 2,204 | ||||
Accounts payable | 100 | ||||
Other liabilities -lease deposits | 170 | ||||
Other liabilities -accrued straight-line rent | 1,221 | ||||
Liabilities of disposal group | 1,491 | ||||
Disposed | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Restricted cash, current | $ 126 | ||||
Accounts receivable | 51 | ||||
Straight-line rent receivable | $ 125 | 932 | |||
Buildings and improvements, net | 2,320 | 15,551 | |||
Equipment and computer related, net | 187 | 272 | |||
Land, net | 181 | 1,160 | |||
Goodwill | 290 | 230 | |||
Assets of disposal group | $ 3,103 | 18,322 | |||
Other liabilities -lease deposits | 140 | ||||
Notes payable and other debt | 24,535 | ||||
Deferred financing costs | (33) | ||||
Liabilities of disposal group | $ 24,642 | ||||
Comparative | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Restricted cash, current | 145 | ||||
Accounts receivable | 55 | ||||
Straight-line rent receivable | 1,013 | ||||
Buildings and improvements, net | 18,081 | ||||
Equipment and computer related, net | 495 | ||||
Land, net | 1,341 | ||||
Goodwill | 520 | ||||
Assets of disposal group | 21,650 | ||||
Other liabilities -lease deposits | 140 | ||||
Notes payable and other debt | 24,221 | ||||
Deferred financing costs | (58) | ||||
Liabilities of disposal group | $ 24,303 |
Acquisitions and Dispositions_6
Acquisitions and Dispositions - Summary of Information for Omega Lease Termination Assets and Liabilities Held for Sale Associated with the PSA Facilities Sold (Parenthetical) (Details) - Omega Lease Termination and Adcare Holdco Loan - USD ($) $ in Millions | Jan. 28, 2019 | Dec. 27, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net proceeds after completion of disposition | $ 1.5 | |
Termination fee | $ 1.2 | |
A&R New Forbearance Agreement | Pinecone Credit Facility | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net proceeds after completion of disposition | $ 1.5 | |
Termination fee | 1.2 | |
Payment for lease termination unpaid expense | $ 0.3 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Activity of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Recoveries | $ 13 | $ 37 | $ (63) | $ (626) |
Other expense, net | 147 | |||
Net (loss) income | (13) | (37) | (84) | 626 |
Net loss | $ (13) | $ (37) | $ (84) | $ 626 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Discontinued Operations And Disposal Groups [Abstract] | |||
Accounts payable | $ 2.5 | $ 2.6 | $ 3.4 |
Accrued expenses | 0.7 | 0.7 | $ 1 |
Accounts receivable | $ 0.1 | $ 0.1 |
Common and Preferred Stock - Ad
Common and Preferred Stock - Additional Information (Details) | Sep. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)$ / shares | Oct. 02, 2018 | Oct. 01, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Jun. 08, 2018USD ($) | Mar. 31, 2018USD ($)$ / shares | Mar. 31, 2021USD ($)DividendsPeriodDirector$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2020USD ($)DividendsPeriodDirector$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) |
Class Of Stock [Line Items] | ||||||||||||||||||||||
Dividends Common Stock Cash | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Preferred stock, shares issued | shares | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | |||||||||||||||||
Preferred stock, shares outstanding | shares | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | |||||||||||||||||
Dividends paid, preferred stock | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 3.20 | $ 3.20 | $ 2.84 | ||||||
Undeclared preferred stock dividends arrears | $ | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 1,912,000 | $ 8,997,000 | $ 8,997,000 | $ 7,985,000 | $ 1,912,000 | |||||
Number of additional directors | Director | 2 | |||||||||||||||||||||
Unpaid accrued dividends on preferred stock | $ | $ 2,200,000 | |||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares issued | shares | 2,811,535 | 2,811,535 | 2,811,535 | |||||||||||||||||||
Preferred stock, shares outstanding | shares | 2,811,535 | 2,811,535 | 2,811,535 | |||||||||||||||||||
Redemption price per share | $ 25 | $ 25 | $ 25 | |||||||||||||||||||
Dividends paid, preferred stock | $ 3.20 | $ 0 | $ 0 | $ 2.72 | ||||||||||||||||||
Preferred stock, voting rights | no voting rights but have limited voting rights under certain circumstances, as described in the Charter. | |||||||||||||||||||||
Undeclared preferred stock dividends arrears | $ | $ 30,100,000 | $ 30,100,000 | $ 27,900,000 | |||||||||||||||||||
Preferred stock, fixed interest rate (percentage) | 108.75% | 10.875% | ||||||||||||||||||||
Stated liquidation preference | $ 25 | $ 25 | $ 25 | |||||||||||||||||||
Number of dividends period | DividendsPeriod | 4 | 4 | ||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | 12.875% | 12.875% | ||||||||||||||||||
Number of additional directors | Director | 2 | |||||||||||||||||||||
Cumulative preferential cash dividend rate | 108.75% | 10.875% | ||||||||||||||||||||
Preferred stock cumulative preferential cash dividends annual rate per share | $ 2.72 | |||||||||||||||||||||
Unpaid accrued dividends on preferred stock | $ | $ 1,900,000 | |||||||||||||||||||||
Dividends paid, preferred stock | $ 3.20 |
Common and Preferred Stock - Su
Common and Preferred Stock - Summary of Preferred Stock Undeclared Dividends in Arrears (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders Equity Note [Abstract] | |||||||||||||||||
Dividends paid, preferred stock | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 3.20 | $ 3.20 | $ 2.84 | |
Undeclared preferred stock dividends arrears | $ 2,249 | $ 2,249 | $ 2,250 | $ 2,249 | $ 2,249 | $ 2,250 | $ 1,912 | $ 1,912 | $ 1,912 | $ 2,249 | $ 2,249 | $ 2,249 | $ 1,912 | $ 8,997 | $ 8,997 | $ 7,985 | $ 1,912 |
Cumulative Total Outstanding | $ 27,891 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 15, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock and additional paid-in capital, shares authorized | 55,000,000 | 55,000,000 | 55,000,000 | ||
Unrecognized compensation expense | $ 0 | ||||
Employee stock options or warrants issued | $ 0 | $ 0 | |||
Employee | Warrant | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 0 | $ 0 | |||
Warrants granted | 0 | ||||
Stock options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options, granted during the period | 0 | 0 | |||
Employee Stock Option 2020 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of awards made under employee stock option plan | 0 | 0 | |||
Incentive stock option granted | 0 | 0 | |||
2011 plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum number of shares of the company's stock that may be issued | 168,950 | 168,950 | |||
Additional award granted | 0 | 0 | |||
Maximum | Employee Stock Option 2020 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock and additional paid-in capital, shares authorized | 250,000 | ||||
Maximum number of shares of the company's stock that may be issued | 250,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Recognized Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 49 | $ 92 | ||
Nonemployee | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 12 | 49 | 92 |
Nonemployee | Restricted stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 12 | $ 49 | $ 92 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Company's Stock Option Activity (Details) - Stock options - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |||
Ending balance (shares) | 13 | 15 | 15 |
Expired, number of options | (2) | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Exercise Price Rollforward | |||
Ending balance (USD per share) | $ 47.53 | $ 47.77 | $ 47.77 |
Expired, weighted average remaining contrctual term | $ 49.73 | ||
Additional disclosures | |||
Outstanding and vested - weighted average remaining contractual life | 3 years 6 months | 4 years 4 months 24 days | 5 years 4 months 24 days |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Exercise Price Range (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 13 |
Stock options outstanding, weighted average remaining contractual term (in years) | 3 years 6 months |
Stock options outstanding, weighted average exercise price | $ 47.53 |
Options exercisable, vested and exercisable (shares) | shares | 13 |
Options exercisable, weighted average exercise price (USD per share) | $ 47.53 |
$15.72 - $47.99 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 9 |
Stock options outstanding, weighted average remaining contractual term (in years) | 3 years 10 months 24 days |
Stock options outstanding, weighted average exercise price | $ 46.81 |
Options exercisable, vested and exercisable (shares) | shares | 9 |
Options exercisable, weighted average exercise price (USD per share) | $ 46.81 |
Exercise price, minimum (USD per share) | 15.72 |
Exercise price, minimum (USD per share) | $ 47.99 |
$48.00 - $51.60 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 4 |
Stock options outstanding, weighted average remaining contractual term (in years) | 2 years 9 months 18 days |
Stock options outstanding, weighted average exercise price | $ 48.96 |
Options exercisable, vested and exercisable (shares) | shares | 4 |
Options exercisable, weighted average exercise price (USD per share) | $ 48.96 |
Exercise price, minimum (USD per share) | 48 |
Exercise price, minimum (USD per share) | $ 51.60 |
Stock Based Compensation - Warr
Stock Based Compensation - Warrants Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding and vested at the ending of the period (in shares) | 58 | ||
Weighted average remaining contractual term (in years) | 3 years | 4 years | 3 years 8 months 12 days |
Warrant | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding and vested at the ending of the period (in shares) | 58 | 58 | 85 |
Expired (in shares) | (27) | ||
Outstanding and vested at the ending of the period (in dollars per share) | $ 52.09 | $ 52.09 | $ 45.53 |
Expired (in dollars per share) | $ 31.72 |
Stock Based Compensation - Opti
Stock Based Compensation - Options and Warrants Outstanding by Exercise Price (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants outstanding | 58 | ||
Weighted Average Remaining Contractual Term (in years) | 3 years | ||
Vested and Exercisable | 58 | ||
Warrant | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants outstanding | 58 | 58 | 85 |
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 52.09 | $ 52.09 | $ 45.53 |
Warrant | Employee | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 52.09 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 52.09 | ||
$36.00 - $47.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants outstanding | 14 | ||
Weighted Average Remaining Contractual Term (in years) | 1 year 4 months 24 days | ||
Vested and Exercisable | 14 | ||
$36.00 - $47.99 | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | $ 36 | ||
$36.00 - $47.99 | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | 47.99 | ||
$36.00 - $47.99 | Warrant | Employee | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 46.71 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 46.71 | ||
$15.72 - $47.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants outstanding | 42 | ||
Weighted Average Remaining Contractual Term (in years) | 3 years 6 months | ||
Vested and Exercisable | 42 | ||
$15.72 - $47.99 | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | $ 48 | ||
$15.72 - $47.99 | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | 59.99 | ||
$15.72 - $47.99 | Warrant | Employee | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 52.99 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 52.99 | ||
$48.00 - $51.60 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants outstanding | 2 | ||
Weighted Average Remaining Contractual Term (in years) | 2 years 4 months 24 days | ||
Vested and Exercisable | 2 | ||
$48.00 - $51.60 | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | $ 60 | ||
$48.00 - $51.60 | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | 70.80 | ||
$48.00 - $51.60 | Warrant | Employee | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 70.80 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 70.80 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Company's Restricted Stock Activity (Details) - Restricted stock - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares (000's) | |||
Unvested at the beginning of the period (in shares) | 14 | 29 | 48 |
Vested (in shares) | (14) | (15) | (19) |
Unvested at the end of the period (in shares) | 0 | 14 | 29 |
Weighted Average Grant Date Fair Value | |||
Unvested at the beginning of the period (in dollars per share) | $ 3.60 | $ 4.63 | $ 6.20 |
Vested (in dollars per share) | 3.60 | 5.53 | 8.65 |
Unvested at the ending of the period (in dollars per share) | $ 0 | $ 3.60 | $ 4.63 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jul. 27, 2020USD ($) | Jun. 01, 2020USD ($) | Jan. 29, 2020USD ($) | Dec. 02, 2019USD ($) | Aug. 05, 2019USD ($) | Jul. 01, 2019USD ($) | Oct. 27, 2016USD ($) | Mar. 31, 2021USD ($)Case | Mar. 31, 2020credit_instrumentCase | Dec. 31, 2020USD ($)Case | Dec. 31, 2019USD ($)Case | ||
Loss Contingencies [Line Items] | |||||||||||||
Self-insured reserve (1) | $ 183,000 | $ 183,000 | [1] | $ 453,000 | [1] | ||||||||
Accounts Payable | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Self-insured reserve (1) | $ 100,000 | 200,000 | |||||||||||
Accounts Payable | Previously Reported | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Self-insured reserve (1) | $ 100,000 | $ 300,000 | |||||||||||
Hardin Jesson Action | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Litigation settlement amount | $ 300,000 | ||||||||||||
Monthly payment of settlement agreements | $ 13,888 | ||||||||||||
Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Pending litigation | Case | 0 | 11 | 10 | ||||||||||
Dismissed Litigation | Ohio | Ohio Attorney General Action | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Offer to settle claims | $ 1,000,000 | ||||||||||||
Dismissed Litigation | Ohio | Minimum | Ohio Attorney General Action | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages sought per claim or falsification | 5,000 | ||||||||||||
Dismissed Litigation | Ohio | Maximum | Ohio Attorney General Action | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages sought per claim or falsification | $ 10,000 | ||||||||||||
Former Patients | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Pending litigation | Case | 1 | ||||||||||||
Former Patients | Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Pending litigation | Case | 1 | 0 | 2 | ||||||||||
Number of claims dismissed | Case | 1 | ||||||||||||
Former Patients | Settled Litigation | ARKANSAS | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of claims settled | Case | 1 | ||||||||||||
Litigation settlement amount | $ 40,000 | ||||||||||||
Former Patients | Settled Litigation | ARKANSAS | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of claims settled | credit_instrument | 1 | ||||||||||||
Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Pending litigation | Case | 12 | 12 | |||||||||||
Pending Litigation | ARKANSAS | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency claims after disposal of facilities | Case | 4 | ||||||||||||
Pending Litigation | GEORGIA | Minimum | State County of Chatham | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages sought per claim or falsification | $ 10,000 | $ 10,000 | $ 10,000 | ||||||||||
Pending Litigation | ARKANSAS | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency claims after disposal of facilities | Case | 4 | ||||||||||||
Current or Prior Tenant's Former Patients | Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Pending litigation | Case | 0 | 10 | 8 | ||||||||||
Current or Prior Tenant's Former Patients | Settled Litigation | ARKANSAS | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of claims settled | credit_instrument | 1 | ||||||||||||
[1] | The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third party administrator and outside counsel to manage and defend the claims (see Note 14 - Commitments and Contingencies). |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Provision for income taxes attributable to continuing or discontinued operations | $ 0 | $ 0 | |
Income tax examination description | The Company files federal, state and local income tax returns in the U.S. The Company is generally no longer subject to income tax examinations for years prior to fiscal 2017 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 77,000,000 | ||
Operating loss carryforwards, valuation allowance | $ 65,300,000 | ||
Operating loss carryforwards, valuation allowance, not subject to expiration | 11,700,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 39,600,000 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effect of Significant Temporary Differences Representing Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Net deferred tax asset (liability): | ||
Allowance for doubtful accounts | $ 301 | $ 52 |
Accrued expenses | 684 | 661 |
Net operating loss carry forwards | 17,927 | 17,464 |
Property, equipment & intangibles | (2,712) | (2,403) |
Stock based compensation | 210 | 211 |
Self-Insurance Reserve | 46 | 113 |
Interest Expense - Limited under 163(j) | 1,868 | 2,391 |
Total deferred tax assets | 18,324 | 18,489 |
Valuation allowance | $ (18,324) | $ (18,489) |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Differences Between Income Taxes Computed at the Federal Statutory Rate and the Provision for Income Taxes (Details) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Federal income tax at statutory rate | 21.00% | 21.00% | 21.00% | 35.00% |
State and local taxes (as a percent) | (38.70%) | 1.90% | ||
Nondeductible expenses (as a percent) | 0.10% | 0.20% | ||
Change in valuation allowance (as a percent) | 23.90% | (24.20%) | ||
Deferred Tax Adjustments - NOL Expirations (as a percent) | (6.30%) | 0.00% | ||
Other (as a percent) | 0.00% | 1.10% | ||
Effective tax rate (as a percent) | 0.00% | 0.00% |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | Mar. 29, 2019 | Dec. 31, 2019 |
Compensation And Retirement Disclosure [Abstract] | ||
Age of employees to be eligible to participate in the defined contribution plan | 21 years | |
Eligible service period to participate in the defined contribution plan | 1 year | |
Maximum employee contribution, Percentage | 20.00% | |
Matching contribution by the company (as a percent) | 20.00% | |
Maximum percentage of employee's contribution | 5.00% | |
Total matching contributions | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jun. 30, 2019USD ($) | Sep. 26, 2017USD ($)installment | Sep. 30, 2019USD ($) | Aug. 31, 2019USD ($) | Jul. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | May 13, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||||
Debt instrument, outstanding amount | $ 56,876,000 | $ 55,785,000 | $ 55,824,000 | ||||||
Mc Bride Matters | McBride | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash payable for wage claims | $ 60,000 | ||||||||
Payments to related party | $ 117,247 | ||||||||
Rimland Matters | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash payable of claims for breach of employment agreement | $ 85,000 | ||||||||
Rimland Matters | First Installment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly cash paid of claims for breach of employment agreement | $ 25,000 | ||||||||
Rimland Matters | Second Installment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly cash paid of claims for breach of employment agreement | $ 25,000 | ||||||||
Rimland Matters | Third Installment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly cash paid of claims for breach of employment agreement | $ 11,667 | ||||||||
Rimland Matters | Fourth Installment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly cash paid of claims for breach of employment agreement | $ 11,667 | ||||||||
Rimland Matters | Fifth Installment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly cash paid of claims for breach of employment agreement | $ 11,667 | ||||||||
Unsecured Negotiable Promissory Note | Mc Bride Matters | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stated interest rate on loans | 4.00% | ||||||||
Number of monthly installments | installment | 24 | ||||||||
Debt instrument, periodic payment | $ 13,027 | ||||||||
Unsecured Negotiable Promissory Note | Mc Bride Matters | McBride | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, outstanding amount | $ 300,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Straight-line rent receivable | $ 7,158,000 | $ 6,660,000 | $ 6,674,000 | |
Lessor, operating lease, description | As of March 31, 2021, the Company leased or subleased 20 facilities (12 owned by the Company and eight leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. The weighted average remaining lease term for our facilities is approximately 6.3 years. | As of December 31, 2020, the Company leased or subleased 21 facilities (12 owned by the Company and nine leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments to the Company, as applicable. The weighted average remaining lease term for our facilities is 6.5 years. | ||
Wellington Lease Termination | ||||
Subsequent Event [Line Items] | ||||
Transition Date | Jan. 1, 2021 | |||
Wellington Lease Termination | ||||
Subsequent Event [Line Items] | ||||
Transition Date | Jan. 1, 2021 | |||
Bed Taxes | $ 1,000,000 | $ 1,700,000 | ||
Percentage of anticipated annual revenue | 23.00% | |||
Estimated allowance of rent receivable | $ 1,400,000 | |||
Straight-line rent receivable | 2,700,000 | |||
Rent collected | 3,000,000 | |||
Rent arrears already collected | $ 1,300,000 | $ 1,300,000 | ||
Wellington Lease Termination | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Bed Taxes | $ 1,700,000 | |||
P S Sublease | Powder Springs Facility | ||||
Subsequent Event [Line Items] | ||||
Lessor, operating lease, description | The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. | The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. | ||
Lessor, operating lease, lease payment terms and description | For the first six months, the base rent under the PS Sublease will equal the adjusted earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”) as defined in the PS Sublease, of PS Operator, to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR; however, beginning with month thirteen, the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. | For the first six months, the base rent under the PS Sublease will equal the Adjusted EBITDAR (as defined in the PS Sublease) of PS Operator to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR; however, beginning with month thirteen the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month | ||
Leases expiration date | Aug. 1, 2027 | Aug. 1, 2027 | ||
Minimum required monthly average adjusted cash floes of counterparty for non-termination of sublease | 80.00% | 80.00% | ||
Maximum expected base rent per month beginning with month thirteen | $ 150,000 | $ 150,000 | ||
Expected base rent per month beginning with month twenty five | 140,000 | 140,000 | ||
Maximum adjusted EBITDAR for counterparty to not pay any base rent | 0 | 0 | ||
Conditional reimbursement of base rent to counterparty, maximum adjusted EBITDAR | 0 | 0 | ||
Minimum required monthly average adjusted cash flows of counterparty for non-termination of sublease | $ 100,000 | $ 100,000 | ||
Vero Management Agreement | Subsequent Event | Tara | ||||
Subsequent Event [Line Items] | ||||
Monthly Management Fee Equivalent Percentage Of Adjusted Gross Revenues | 5.00% |
Organization and Significant _3
Organization and Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2021Facilitybed | Mar. 31, 2021USD ($)FacilityagreementSegment | Dec. 31, 2020USD ($)Facility | Dec. 31, 2019USD ($) | Mar. 31, 2019 | Jan. 01, 2019 |
Finite Lived Intangible Assets [Line Items] | ||||||
Number of facilities | Facility | 24 | 24 | ||||
Number of sublease agreements executed, owned by company | 10 | 10 | ||||
Number of sublease agreements executed, leased by company | 1 | 8 | 9 | |||
Number of assisted living facilities | Facility | 2 | 2 | ||||
Number of managed skilled nursing facilities | Facility | 2 | 2 | 2 | |||
Number of managed Independent living facilities | Facility | 1 | 1 | ||||
Number of reporting segments | Segment | 2 | |||||
Number of facilities on behalf of third party owners | Facility | 3 | |||||
Expected monthly rental receipts from tenants received | 97.00% | 82.00% | ||||
Maximum penalty for service contract nonperformance | $ 50,000 | $ 50,000 | ||||
Percentage of additional allowance for patient care receivables | 1.50% | |||||
Receivables, estimated allowance for uncollectible accounts | $ 72,000 | $ 1,381,000 | ||||
Accounts receivable, net of allowance | 1,851,000 | 2,100,000 | 1,000,000 | |||
Prepaid expenses and other | 900,000 | 400,000 | 200,000 | |||
Other liabilities | $ 1,439,000 | $ 1,365,000 | 1,078,000 | |||
Weighted average discount rate | 7.98% | 7.98% | 7.98% | 7.98% | ||
Intrinsic value | $ 0 | $ 0 | ||||
Stock options | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Weighted average contractual terms | 3 years 3 months 18 days | 3 years 6 months | ||||
Warrant | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Weighted average contractual terms | 2 years 8 months 12 days | 3 years | ||||
Patient Care Receivables | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Receivables, estimated allowance for uncollectible accounts | $ 100,000 | $ 1,400,000 | $ 600,000 | |||
Tara | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Number of licensed beds | bed | 134 | |||||
Percentage of licensed patient beds | 5.00% | |||||
Increase in Prepaid expenses and other | $ 500,000 | |||||
Powder Springs Facility | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Number of licensed beds | bed | 208 |
Organization and Significant _4
Organization and Significant Accounting Policies - Company's Accounts Receivable, Net of Allowance (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Notes And Loans Receivable [Line Items] | |||
Gross receivables | $ 1,923 | $ 3,481 | |
Allowance | (72) | (1,381) | |
Accounts receivable, net of allowance | 1,851 | 2,100 | $ 1,000 |
Real Estate Services | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Gross receivables | 1,146 | 3,481 | |
Allowance | (32) | $ (1,381) | |
Healthcare Services | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Gross receivables | 777 | ||
Allowance | $ (40) |
Organization and Significant _5
Organization and Significant Accounting Policies - Company's Accounts Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable [Line Items] | |||
Accounts payable | $ 3,815 | $ 3,008 | $ 3,699 |
Real Estate Services | |||
Accounts Payable [Line Items] | |||
Accounts payable | 3,399 | $ 3,008 | |
Healthcare Services | |||
Accounts Payable [Line Items] | |||
Accounts payable | $ 416 |
Organization and Significant _6
Organization and Significant Accounting Policies - Summary of Real Estate Tax Recognized on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Rental revenues | $ 133 | $ 126 | $ 549 | $ 480 |
Other operating expenses | $ 133 | $ 126 | $ 549 | $ 480 |
Organization and Significant _7
Organization and Significant Accounting Policies - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 71 | 73 | 71 | 73 |
Stock options | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 13 | 15 | 13 | 15 |
Common stock warrants - employee | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 49 | 49 | 49 | 49 |
Common stock warrants - nonemployee | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 9 | 9 | 9 | 9 |
Cash and Restricted Cash - Sche
Cash and Restricted Cash - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted Cash And Investments [Abstract] | |||||
Cash | $ 6,196 | $ 4,186 | $ 4,383 | ||
Restricted cash: | |||||
Cash collateral | 153 | 124 | 124 | ||
HUD and other replacement reserves | 1,731 | 1,675 | 2,251 | ||
Escrow deposits | 790 | 1,190 | 963 | ||
Restricted investments for debt obligations | 317 | 317 | 317 | ||
Total restricted cash | 2,991 | 3,306 | 3,655 | ||
Total cash and restricted cash | $ 9,187 | $ 7,492 | $ 7,310 | $ 8,038 | $ 6,486 |
Property and Equipment - Sche_4
Property and Equipment - Schedule of Total Depreciation and Amortization Expense of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation | $ 540 | $ 550 | $ 2,175 | $ 2,458 |
Amortization | 110 | 226 | 719 | 980 |
Total depreciation and amortization | $ 650 | $ 776 | $ 2,894 | $ 3,438 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | $ 16,953 | $ 16,953 | $ 21,505 | $ 30,297 | |
Finite and indefinite lived intangible assets, accumulated amortization | (3,912) | (3,802) | (7,635) | (8,958) | |
Intangible assets, net carrying amount | 13,041 | 13,151 | 13,870 | 21,339 | |
Amortization expense | (110) | $ (226) | (719) | (980) | |
Intangible assets net excluding goodwill | |||||
Finite and indefinite lived intangible assets, gross | 1,585 | 1,585 | |||
Intangible assets, net carrying amount | 1,585 | 1,585 | 1,585 | 2,105 | |
Bed Licenses Separable | |||||
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | 2,471 | 2,471 | 2,471 | 2,471 | |
Intangible assets, net carrying amount | 2,471 | 2,471 | 2,471 | 2,471 | |
Bed Licenses Included In Property And Equipment | |||||
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | 14,276 | 14,276 | 14,276 | 22,811 | |
Finite and indefinite lived intangible assets, accumulated amortization | (3,858) | (3,754) | (3,339) | (4,849) | |
Intangible assets, net carrying amount | 10,418 | 10,522 | 10,937 | 17,962 | |
Amortization expense | (104) | (104) | (415) | (493) | |
Lease Agreements | |||||
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | 206 | 206 | 4,758 | 5,015 | |
Finite and indefinite lived intangible assets, accumulated amortization | (54) | (48) | (4,296) | (4,109) | |
Intangible assets, net carrying amount | 152 | 158 | 462 | $ 906 | |
Amortization expense | $ (6) | $ (122) | $ (304) | $ (487) |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Schedule of Total Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization | $ 110 | $ 226 | $ 719 | $ 980 |
Bed Licenses Included In Property And Equipment | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization | 104 | 104 | 415 | 493 |
Lease Agreements | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization | $ 6 | $ 122 | $ 304 | $ 487 |
Leases - Sublease Termination -
Leases - Sublease Termination - Additional Information (Details) $ in Thousands | Jan. 01, 2021USD ($) | Jan. 31, 2015 | Mar. 31, 2021USD ($)Facility | Dec. 31, 2020USD ($)Facility | May 14, 2021USD ($) |
Lessee Lease Description [Line Items] | |||||
Number of facilities | Facility | 24 | 24 | |||
Gross receivables | $ 1,923 | $ 3,481 | |||
GEORGIA | |||||
Lessee Lease Description [Line Items] | |||||
Number of facilities | Facility | 2 | ||||
Wellington Lease Amendment | |||||
Lessee Lease Description [Line Items] | |||||
Number of facilities | Facility | 2 | ||||
Leases expiration date | Aug. 31, 2027 | Aug. 31, 2027 | |||
Lease Ending 2027 | GEORGIA | |||||
Lessee Lease Description [Line Items] | |||||
Number of facilities | Facility | 8 | ||||
Number of facilities subleased | Facility | 8 | ||||
Wellington Lease Termination | |||||
Lessee Lease Description [Line Items] | |||||
Transition Date | Jan. 1, 2021 | ||||
Bed Taxes | $ 1,700 | $ 1,700 | |||
Percentage of anticipated annual revenue | 23.00% | ||||
Estimated allowance of rent receivable | $ 1,400 | ||||
Rent receivable | 2,700 | ||||
Gross receivables | 3,100 | ||||
Bed Taxes | 1,000 | 1,700 | |||
Rent arrears already collected | 1,300 | $ 1,300 | |||
Wellington Lease Termination | Subsequent Event | |||||
Lessee Lease Description [Line Items] | |||||
Bed Taxes | $ 1,700 | ||||
Powder Springs Facility | |||||
Lessee Lease Description [Line Items] | |||||
Leases expiration date | Aug. 1, 2027 | ||||
Variable rent recognized | $ 400 | ||||
Wellington Tenant | Subsequent Event | |||||
Lessee Lease Description [Line Items] | |||||
Cash rent | $ 500 |
Leases - Leased and Subleased F
Leases - Leased and Subleased Facilities to Third-Party Operators - Additional Information (Details) $ in Thousands | Aug. 27, 2020USD ($) | Feb. 28, 2019 | Jan. 28, 2019USD ($) | Nov. 30, 2018USD ($)Facility | Feb. 28, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 26, 2020USD ($) | Jun. 27, 2018bed |
Other Revenues | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Patient care, management fees and other revenues | $ 62 | $ 7 | $ 253 | $ 96 | |||||||
Aspire | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of subleased facilities | Facility | 5 | ||||||||||
Operating lease indemnification liability | $ 8,000 | $ 8,000 | |||||||||
Symmetry Health Care | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Lease agreement expiration year | 2030 | ||||||||||
Monthly rent payments | $ 100 | $ 100 | |||||||||
Rent arrears payable | $ 800 | ||||||||||
Rent arrears including finance fees | $ 60 | ||||||||||
Symmetry Health Care | Other Revenues | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Patient care, management fees and other revenues | $ 50 | $ 10 | |||||||||
Symmetry Health Care | Mountain Trace Facility | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of beds in skilled nursing facility | bed | 106 | ||||||||||
Symmetry Health Care | Sumter Facility | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of beds in skilled nursing facility | bed | 96 | ||||||||||
Symmetry Health Care | Georgetown Facility | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of beds in skilled nursing facility | bed | 84 | ||||||||||
Vero Health Lease | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Lease start date | Mar. 1, 2019 | ||||||||||
Peach Health Care | Variable Interest Entity, Not Primary Beneficiary | Peach Health Sublessee | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Long-term LOC | $ 1,300 | $ 400 | $ 400 | $ 500 | |||||||
Proceeds from line of credit | 450 | ||||||||||
Non-cash settlement of bed taxes | $ 350 | ||||||||||
LOC fixed interest rate | 8.00% | 16.50% | |||||||||
Debt instrument, frequency of periodic payment | 60 equal monthly installments |
Accrued Expenses - Schedule o_2
Accrued Expenses - Schedule of Accrued Expenses (Parenthetical) (Details) $ in Millions | Mar. 31, 2021USD ($) |
Wellington Transition | |
Payables And Accruals [Line Items] | |
Bed Taxes | $ 0.7 |
Segment Results - Additional In
Segment Results - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reporting segments | Segment | 2 | ||
Description of primary reporting segments | i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Tara Facility, a skilled nursing facility. | ||
Assets | $ 108,968 | $ 108,025 | $ 113,758 |
Real Estate Services | |||
Segment Reporting Information [Line Items] | |||
Assets | 107,500 | ||
Healthcare Services | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 1,500 |
Segment Results - Summary of Re
Segment Results - Summary of Results of Operations for Reporting Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||
Rental revenues | $ 4,081 | $ 4,297 | $ 16,325 | $ 19,043 |
Total revenues | 7,081 | 4,548 | 17,579 | 20,134 |
Expenses: | ||||
Patient care expense | 2,203 | |||
Facility rent expense | 1,640 | 1,640 | 6,558 | 6,645 |
Cost of management fees | 165 | 151 | 675 | 661 |
Depreciation and amortization | 650 | 776 | 2,894 | 3,438 |
General and administrative expenses | 1,036 | 877 | 3,373 | 3,192 |
Provision (recovery) for doubtful accounts | 40 | (2) | 925 | (281) |
Other operating expenses | 232 | 224 | 860 | 1,017 |
Total expenses | 5,966 | 3,666 | 15,285 | 14,672 |
Income from operations | 1,115 | 882 | 2,294 | 5,462 |
Other expense (income): | ||||
Interest expense, net | 687 | 715 | 2,777 | 5,265 |
Other expense | 394 | 144 | 121 | 6 |
Total other expense (income), net | 1,081 | 859 | 2,898 | 588 |
(Loss) income from continuing operations before income taxes | 34 | 23 | (604) | 4,874 |
(Loss) income from continuing operations | 34 | 23 | (604) | 4,874 |
(Loss) income from discontinued operations, net of tax | (13) | (37) | (84) | 626 |
Net (loss) income | 21 | (14) | (688) | 5,500 |
Real Estate Services | ||||
Revenues: | ||||
Rental revenues | 4,081 | 4,297 | ||
Total revenues | 4,391 | 4,548 | ||
Expenses: | ||||
Facility rent expense | 1,342 | 1,640 | ||
Cost of management fees | 165 | 151 | ||
Depreciation and amortization | 648 | 776 | ||
General and administrative expenses | 899 | 877 | ||
Provision (recovery) for doubtful accounts | (2) | |||
Other operating expenses | 232 | 224 | ||
Total expenses | 3,286 | 3,666 | ||
Income from operations | 1,105 | 882 | ||
Other expense (income): | ||||
Interest expense, net | 681 | 715 | ||
Other expense | 394 | 144 | ||
Total other expense (income), net | 1,075 | 859 | ||
(Loss) income from continuing operations before income taxes | 30 | 23 | ||
(Loss) income from continuing operations | 30 | 23 | ||
(Loss) income from discontinued operations, net of tax | (13) | (37) | ||
Net (loss) income | 17 | (14) | ||
Healthcare Services | ||||
Revenues: | ||||
Total revenues | 2,690 | |||
Expenses: | ||||
Patient care expense | 2,203 | |||
Facility rent expense | 298 | |||
Depreciation and amortization | 2 | |||
General and administrative expenses | 137 | |||
Provision (recovery) for doubtful accounts | 40 | |||
Total expenses | 2,680 | |||
Income from operations | 10 | |||
Other expense (income): | ||||
Interest expense, net | 6 | |||
Total other expense (income), net | 6 | |||
(Loss) income from continuing operations before income taxes | 4 | |||
(Loss) income from continuing operations | 4 | |||
Net (loss) income | 4 | |||
Patient Care Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 2,690 | |||
Patient Care Revenues | Healthcare Services | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 2,690 | |||
Management Fees | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 248 | 244 | 1,001 | 995 |
Management Fees | Real Estate Services | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 248 | 244 | ||
Other Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 62 | 7 | $ 253 | $ 96 |
Other Revenues | Real Estate Services | ||||
Revenues: | ||||
Patient care, management fees and other revenues | $ 62 | $ 7 |