Notes Payable | 7 . Notes Payable Notes payable consists of the following (in thousands): Average Monthly Net Book Value Interest Maturity Notes Payable December 31, Lender Payment Of Collateral (1) Rate Date 2018 2017 Fannie Mae $ — $ — 5.69 August 2021 $ — $ 12,283 Fannie Mae — — 4.97 October 2021 — 4,331 Fannie Mae — — 4.92 October 2021 — 17,097 Fannie Mae — — 5.19 October 2021 — 4,839 Fannie Mae — — 4.92 November 2021 — 19,886 Fannie Mae — — 4.38 March 2022 — 4,831 Fannie Mae — — 4.76 April 2022 — 10,403 Fannie Mae — — 4.85 April 2022 — 3,470 Fannie Mae 135 25,781 4.69 April 2022 23,127 23,637 Fannie Mae 11 4,140 4.97 April 2022 1,991 2,022 Fannie Mae 60 14,707 4.48 May 2022 10,462 10,699 Fannie Mae 20 14,707 4.85 May 2022 3,640 3,697 Fannie Mae — — 4.34 November 2022 — 26,382 Fannie Mae — — 4.50 November 2022 — 5,881 Fannie Mae — — 5.49 November 2022 — 7,403 Fannie Mae 84 16,577 4.32 January 2023 15,194 15,532 Fannie Mae 49 16,577 5.39 January 2023 8,327 8,453 Fannie Mae 39 7,943 4.58 January 2023 6,808 6,953 Fannie Mae 17 7,943 5.49 January 2023 2,990 3,029 Fannie Mae — — 4.66 April 2023 — 15,131 Fannie Mae — — 5.46 April 2023 — 3,068 Fannie Mae 45 8,166 5.93 October 2023 7,092 7,205 Fannie Mae 67 12,893 5.50 November 2023 10,992 11,180 Fannie Mae 67 12,202 5.38 November 2023 11,042 11,236 Fannie Mae 282 50,722 5.56 January 2024 45,892 46,662 Fannie Mae 632 109,519 4.24 July 2024 118,715 121,141 Fannie Mae 120 25,091 4.48 July 2024 21,963 22,394 Fannie Mae 81 19,891 4.30 July 2024 15,156 15,462 Fannie Mae 91 65,624 4.98 July 2024 16,322 16,579 Fannie Mae 11 9,290 6.30 July 2024 1,796 — Fannie Mae 134 26,589 4.59 September 2024 24,342 24,805 Fannie Mae 22 13,433 5.72 September 2024 3,634 3,682 Fannie Mae 54 10,256 4.70 September 2024 9,683 9,864 Fannie Mae 53 11,808 4.50 January 2025 9,731 9,915 Fannie Mae 95 6,351 4.46 January 2025 17,686 18,023 Fannie Mae 70 15,106 4.35 February 2025 13,179 13,434 Fannie Mae 109 8,496 3.85 March 2025 21,633 22,086 Fannie Mae 102 23,648 3.84 April 2025 20,324 20,749 Fannie Mae 31 23,648 5.53 April 2025 5,300 5,372 Fannie Mae — — 4.55 June 2025 — 8,794 Fannie Mae — — 4.79 June 2025 — 10,753 Fannie Mae 81 15,219 5.30 June 2025 13,335 13,580 Fannie Mae — — 5.71 June 2025 — 4,079 Fannie Mae 58 12,481 4.69 October 2025 10,595 10,780 Fannie Mae 44 9,256 4.70 October 2025 8,008 8,147 Fannie Mae 273 38,141 4.68 December 2025 50,295 51,163 Fannie Mae 9 7,577 5.81 December 2025 1,426 1,445 Fannie Mae — — 5.43 April 2026 — 10,443 Fannie Mae — — 5.84 April 2026 — 4,903 Fannie Mae 98 21,982 4.10 October 2026 19,498 19,854 Fannie Mae 108 24,350 4.24 December 2026 21,243 21,617 Fannie Mae 652 160,096 5.13 January 2029 150,782 — Fannie Mae 194 160,096 (3 ) January 2029 50,261 — Protective Life 96 24,088 3.55 April 2025 19,787 20,234 Protective Life 49 10,994 4.25 August 2025 9,350 9,535 Protective Life 78 17,506 4.25 September 2025 14,871 15,163 Protective Life 138 32,096 4.25 November 2025 26,478 26,993 Protective Life 57 13,460 4.50 February 2026 10,761 10,959 Protective Life 187 41,379 4.38 March 2026 32,920 33,705 Protective Life 70 15,019 4.13 October 2031 12,326 12,645 Berkadia 378 93,631 (4 ) February 2020 65,000 65,000 Berkadia 18 7,292 (5 ) July 2020 3,500 — Berkadia 97 18,785 (6 ) October 2021(5) 11,255 11,505 HUD 16 5,356 4.48 September 2045 2,933 2,989 Insurance Financing — — 2.76 May 2018 — 725 Insurance Financing — — 3.04 November 2018 — 3,505 Insurance Financing 160 — 3.64 May 2019 799 — Insurance Financing 70 — 4.40 November 2019 763 — $ 5,412 4.64% (2) $ 983,207 $ 967,332 Less deferred loan costs, net 9,457 9,398 $ 973,750 $ 957,934 Less current portion 14,342 19,728 $ 959,408 $ 938,206 (1) 80 (2) Weighted average interest rate on current fixed interest rate debt outstanding. (3) Variable interest rate of LIBOR plus 2.14%, which was 4.57% at December 31, 2018. (4) Variable interest rate of LIBOR plus 4.00%, which was 6.89% at December 31, 2018. ( 5 ) Variable interest rate of LIBOR plus 3.75%, which was 6.21% at December 31, 2018. ( 6 ) Variable interest rate of LIBOR plus 5.00%, which was 7.89% at December 31, 2018. Effective June 29, 2018, the Company extended the maturity date with Berkadia to October 10, 2021. The aggregate scheduled maturities of notes payable at December 31, 2018 are as follows (in thousands): 2019 $ 16,050 2020 83,595 2021 26,254 2022 54,381 2023 74,729 Thereafter 728,198 $ 983,207 On December 18, 2018, the Company repaid certain mortgage loans associated with 21 of its senior living communities totaling approximately $170.6 million from Fannie Mae which were scheduled to mature on various dates beginning August 2021 through April 2026. The repayment of these mortgage loans facilitated the establishment of a Master Credit Facility (“MCF”) with Berkadia whereby the Company obtained approximately $201.0 million of new mortgage financing. The MCF will allow the Company to make future advances, should the Company decide to do so, assuming certain borrowing conditions are satisfied. The MCF consists of two separate loans which are cross-defaulted and cross-collateralized. Approximately $150.8 million of the new financing is long-term fixed interest rate debt at a fixed interest rate of 5.13% with a 10-year term and interest only for the first 36 months and the principal amortized over a 30-year term thereafter. Approximately $50.3 million of the new financing is long-term variable interest rate debt at a variable interest rate of LIBOR plus 2.14% with a 10-year term and interest only for the first 36 months and a fixed monthly principal component of $67,000 thereafter. The Company incurred approximately $3.0 million in deferred financing costs related to the MCF, which are being amortized over 10 years. As a result of the early repayment of the Fannie Mae mortgage debt, the Company accelerated the amortization of approximately $1.5 million in unamortized deferred financing costs and incurred prepayment premiums of approximately $11.1 million. The MCF was subsequently assigned to Fannie Mae on December 28, 2018, and is reported as such in preceding notes payable summary table. On December 18, 2018, the Company completed mortgage financing of $3.5 million from Berkadia at a variable interest rate of LIBOR plus 3.75% on one community located in Kokomo, Indiana. The mortgage loan is interest-only and has an 18-month term maturing in July 2020. The Company incurred approximately $91,000 in deferred financing costs related to this loan, which are being amortized over 18 months. On December 1, 2018, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $0.8 million. The finance agreement has a fixed interest rate of 4.40% with the principal being repaid over an 11-month term. On November 30, 2018, the Company completed supplemental mortgage financing of approximately $1.8 million from Fannie Mae at a fixed interest rate of 6.30% on one community located in Mesquite, Texas. The supplemental mortgage loan is coterminous, cross-collateralized and cross-defaulted with the original existing mortgage debt maturing in July 2024. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which are being amortized over the remaining initial loan term. Effective June 29, 2018, the Company extended its mortgage loan with Berkadia on one of its senior living communities located in Canton, Ohio. The maturity date was extended to October 10, 2021 with an initial variable interest rate of LIBOR plus 5.0% with principal amortized over 25 years. Effective May 31, 2018, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $1.7 million. The finance agreement has a fixed interest rate of 3.64% with the principal being repaid over an 11-month term. The Company issued standby letters of credit with Wells Fargo Bank (“Wells Fargo”), totaling approximately $3.4 million, for the benefit of Hartford Financial Services (“Hartford”) associated with the administration of workers compensation which remain outstanding as of December 31, 2018. The Company issued standby letters of credit with JPMorgan Chase Bank (“Chase”), totaling approximately $6.7 million, for the benefit of Welltower, Inc. (“Welltower”), formerly Healthcare REIT, Inc. on certain leases between Welltower and the Company which remain outstanding as of December 31, 2018. The Company issued standby letters of credit with Chase, totaling approximately $2.9 million, for the benefit of HCP, Inc. (“HCP”) on certain leases between HCP and the Company which remain outstanding as of December 31, 2018. On December 15, 2017, the Company completed supplemental mortgage financing of approximately $4.1 million from Fannie Mae at a fixed interest rate of 5.71% on one community located in Oneonta, New York. The supplemental mortgage loan is coterminous, cross-collateralized and cross-defaulted with the original existing mortgage debt maturing in June 2025. The Company incurred approximately $0.2 million in deferred financing costs related to this loan, which are being amortized over the remaining initial loan term. On December 1, 2017, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $3.5 million. The finance agreement has a fixed interest rate of 3.04% with the principal being repaid over an 11-month term. On November 30, 2017, the Company completed supplemental mortgage financing of approximately $3.0 million from Fannie Mae at a fixed interest rate of 5.49% on one community located in Rocky River, Ohio. The supplemental mortgage loan is coterminous, cross-collateralized and cross-defaulted with the original existing mortgage debt maturing in January 2023. The Company incurred approximately $0.1 million in deferred financing costs related to this loan, which are being amortized over the remaining initial loan term. On May 31, 2017, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $1.6 million. The finance agreement has a fixed interest rate of 2.76% with the principal being repaid over an 11-month term. On January 31, 2017, in conjunction with the Four Property Lease Transaction, the Company obtained $65.0 million of mortgage debt from Berkadia. The new mortgage loan is interest-only and has a three-year term, with an option to extend 6 months, and an initial variable interest rate of LIBOR plus 4.00%. The Company incurred approximately $0.9 million in deferred financing costs related to this loan, which are being amortized over three years. In connection with the Company’s loan commitments described above, the Company incurred financing charges that were deferred and amortized over the life of the notes. At December 31, 2018 and 2017, the Company had gross deferred loan costs of $14.1 million and $14.0 million, respectively. Accumulated amortization was $4.7 million and $4.6 million at December 31, 2018 and 2017, respectively. Amortization expense is expected to be approximately $1.7 million in each of the next five fiscal years. The Company was in compliance with all aspects of its outstanding indebtedness at December 31, 2018 and 2017. |