Notes Payable | 8 . Notes Payable Notes payable consists of the following (in thousands): Average Monthly Net Book Value Notes Payable December 31, Lender Payment Of Collateral (1) Interest Rate Maturity Date 2019 2018 Fannie Mae $ 135 $ 24,980 4.69 April 2022 $ 22,592 $ 23,127 Fannie Mae 11 3,992 4.97 April 2022 1,958 1,991 Fannie Mae 60 14,170 4.48 May 2022 10,214 10,462 Fannie Mae 20 14,170 4.85 May 2022 3,579 3,640 Fannie Mae — — 4.32 January 2023 — 15,194 Fannie Mae — — 5.39 January 2023 — 8,327 Fannie Mae 39 7,756 4.58 January 2023 6,656 6,808 Fannie Mae 17 7,756 5.49 January 2023 2,950 2,990 Fannie Mae 45 7,810 5.93 October 2023 6,972 7,092 Fannie Mae 67 12,408 5.50 November 2023 10,792 10,992 Fannie Mae 67 11,598 5.38 November 2023 10,837 11,042 Fannie Mae 282 49,090 5.56 January 2024 45,077 45,892 Fannie Mae 632 103,848 4.24 July 2024 116,183 118,715 Fannie Mae 120 24,074 4.48 July 2024 21,513 21,963 Fannie Mae 81 19,081 4.30 July 2024 14,836 15,156 Fannie Mae 91 61,630 4.98 July 2024 16,053 16,322 Fannie Mae 11 8,817 6.30 July 2024 1,777 1,796 Fannie Mae 134 25,548 4.59 September 2024 23,856 24,342 Fannie Mae 22 12,916 5.72 September 2024 3,584 3,634 Fannie Mae 54 9,810 4.70 September 2024 9,494 9,683 Fannie Mae 53 11,293 4.50 January 2025 9,538 9,731 Fannie Mae 95 6,552 4.46 January 2025 17,333 17,686 Fannie Mae 70 14,605 4.35 February 2025 12,912 13,179 Fannie Mae — — 3.85 March 2025 — 21,633 Fannie Mae 102 22,879 3.84 April 2025 19,883 20,324 Fannie Mae 31 22,879 5.53 April 2025 5,223 5,300 Fannie Mae 81 14,732 5.30 June 2025 13,077 13,335 Fannie Mae 58 12,021 4.69 October 2025 10,402 10,595 Fannie Mae 44 8,878 4.70 October 2025 7,862 8,008 Fannie Mae 273 37,074 4.68 December 2025 49,385 50,295 Fannie Mae 9 8,787 5.81 December 2025 1,407 1,426 Fannie Mae 98 22,990 4.10 October 2026 19,127 19,498 Fannie Mae 108 23,515 4.24 December 2026 20,853 21,243 Fannie Mae 655 148,134 5.13 January 2029 150,782 150,782 Fannie Mae 163 148,134 (3 ) January 2029 50,261 50,261 Protective Life 96 23,558 3.55 April 2025 19,325 19,787 Protective Life 49 10,566 4.25 August 2025 9,157 9,350 Protective Life 78 16,938 4.25 September 2025 14,565 14,871 Protective Life 138 30,917 4.25 November 2025 25,940 26,478 Protective Life 57 12,901 4.50 February 2026 10,554 10,761 Protective Life 187 39,862 4.38 March 2026 32,099 32,920 Protective Life 70 14,620 4.13 October 2031 11,995 12,326 Berkadia 230 60,462 (4 ) December 2021 (4) 40,500 65,000 Berkadia — — — July 2020 — 3,500 Berkadia 96 16,953 (5 ) October 2021 10,992 11,255 Fifth Third 125 33,852 (6 ) December 2021 31,500 — HUD 16 4,572 4.48 September 2045 2,875 2,933 Insurance Financing — — 3.64 May 2019 — 799 Insurance Financing — — 4.40 November 2019 — 763 Insurance Financing 240 — 4.40 May 2020 1,187 — Insurance Financing 74 — 4.04 November 2020 730 — Insurance Financing 173 — 4.40 October 2020 1,698 — $ 5,357 4.65% (2) $ 930,085 $ 983,207 Less deferred loan costs, net 8,629 9,457 $ 921,456 $ 973,750 Less current portion 15,819 14,342 $ 905,637 $ 959,408 (1) 78 (2) Weighted average interest rate on current fixed interest rate debt outstanding. (3) Variable interest rate of LIBOR plus 2.14%, which was 3.87% at December 31, 2019. (4) Variable interest rate of LIBOR plus 4.50%, which was 6.23% at December 31, 2019. Effective December 23, 2019, the Company repaid $24.5 million of the loan and extended the maturity date with Berkadia to December 10, 2021. ( 5 ) Variable interest rate of LIBOR plus 5.00%, which was 6.73% at December 31, 2019. ( 6 ) Variable interest rate of LIBOR plus 3.25%, which was 4.98% at December 31, 2019. The aggregate scheduled maturities of notes payable at December 31, 2019 are as follows (in thousands): 2020 $ 17,793 2021 97,144 2022 53,293 2023 52,741 2024 240,493 Thereafter 468,621 $ 930,085 On December 23, 2019, the Company obtained $31.5 million of mortgage debt from Fifth Third Bank on its Autumn Glen and Cottonwood Village senior housing communities. The new mortgage loan is interest only and has a two-year term and an initial variable interest rate of LIBOR plus 3.25%. The Company incurred approximately $0.6 million in deferred financing costs related to this loan, which are being amortized over the term of the loan. On the same date, the Company amended and repaid $24.5 million in principal of the interest-only mortgage loan with BBVA USA on its Cottonwood Village, Georgetowne Place, Harrison at Eagle Valley, and Rose Arbor. As a result of the amendment, BBVA released the Cottonwood Village assets from collateral of the mortgage and extended the maturity date from July 11, 2020 to December 10, 2021. The amended mortgage has an interest-only variable rate of LIBOR plus 4.5%. On October 1, 2019, in conjunction with the sale of two of its senior housing communities, the Company repaid $44.4 million of associated mortgage debt and $4.4 million of prepayment penalties. Effective June 28, 2019, the Company exercised its option to extend its interest-only variable interest rate mortgage loan with BBVA USA (formerly Compass Bank) on four of its senior housing communities (Cottonwood Village, Georgetowne Place, Harrison at Eagle Valley, and Rose Arbor). The maturity date was extended from May 11, 2020 to July 11, 2020. On May 31, 2019, the Company renewed certain insurance policies and entered into two finance agreements totaling approximately $2.6 million and $2.7 million. The finance agreements each have a fixed interest rate of 4.4%, with the principal being repaid over an 11-month and 18-month term, respectively. 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, 2019. The Company issued standby letters of credit with JPMorgan Chase Bank (“Chase”), totaling approximately $6.5 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, 2019. The Company issued standby letters of credit with Chase, totaling approximately $2.9 million, for the benefit of Healthpeak Properties, Inc. (“Healthpeak”) on certain leases between Healthpeak and the Company which remain outstanding as of December 31, 2019. 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. 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, 2019 and 2018, the Company had gross deferred loan costs of $14.3 million and $14.1 million, respectively. Accumulated amortization was $5.7 million and $4.7 million at December 31, 2019 and 2018, respectively. Amortization expense is expected to be approximately $1.6 million in each of the next five fiscal years. The Company was in compliance with all aspects of its outstanding indebtedness at December 31, 2019 and 2018. |