Note Payable | NOTES PAYABLE Notes payable consists of the following (in thousands): September 30, December 31, 2021 2020 Fixed mortgage notes payable $ 625,545 $ 787,029 Variable mortgage notes 121,660 122,742 Notes payable - insurance 1,218 3,887 Notes payable - other 18,141 2,121 Notes payable, excluding deferred financing costs $ 766,564 $ 915,779 Deferred financing costs, net 4,770 6,886 Total long-term debt $ 761,794 $ 908,893 Less current portion 159,977 304,164 Total long-term debt, less current portion $ 601,817 $ 604,729 Deferred Financing Charges At September 30, 2021 and December 31, 2020, the Company had gross deferred loan costs of approximately $11.8 million and $14.0 million, respectively. Accumulated amortization was approximately $7.0 million and $7.1 million at September 30, 2021 and December 31, 2020, respectively. Notes Payable - Other In August 2021, simultaneously with the entry into the Investment Agreement, the Company and the Investors entered into a $17.3 million secured Promissory Note to provide interim debt financing to the Company and received proceeds of $16.0 million. The Promissory Note will bear interest at a rate of 15.0% per annum, provided that $2.3 million of the Promissory Note which is applied to the payment of fees and expenses in connection with the Promissory Note and the Transactions will bear interest at a rate of 0% until the Outside Date (as defined in the Investment Agreement) and 15% from and after the Outside Date. Interest payments may be made, at the option of the Company, in cash or in kind (“PIK Interest”). In addition, the Promissory Note provides for a payment premium payable on the loans thereunder (other than the $2.3 million earmarked for the payment of fees and expenses) in an amount equal to either (i) 5% of the initial principal amount of the loans (less the amount of any interest paid or accrued on such loans), if the loans are repaid on the Closing Date or (ii) 20% of the initial principal amount of the loans (less the amount of any interest paid or accrued on such loans), if the loans are not repaid on the Closing Date. The Promissory Note is secured by certain assets of the Company. The Promissory Note will mature upon the earlier of (a) the Closing Date or (b) July 22, 2022. The interest rate on the Promissory Note will increase by an additional 3% if an Event of Default (as defined in the Promissory Note) occurs. If an Event of Default occurs, the Investors may, at their option, declare the entire unpaid principal sum (including PIK Interest), and accrued interest immediately due and payable in full. On October 22, 2021, subsequent to quarter end, upon approval of the Amended Investment Agreement, the Promissory Note was amended to reduce the aggregate indebtedness outstanding by $1.3 million, resulting in an amended secured promissory note in the amount of $16.0 million. On November 3, 2021, in conjunction with the Closing of the Amended Investment Agreement, the total principal amount of $16.0 million Promissory Note was repaid. On May 20, 2020, the Company entered into an agreement with Healthpeak (“the Healthpeak Forbearance”), effective April 1, 2020, through the lease term ending October 31, 2020, to defer a percentage of rent payments. At September 30, 2021, the Company had deferred $2.1 million in rent payments, which is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets. See “Note 7- Dispositions and Other Significant Transactions.” Insurance Notes Payable In June 2021, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $1.5 million. The finance agreement has a fixed interest rate of 4.45% with the principal being repaid over a 10-month term. Loan Extension and Debt Forbearance Agreement on BBVA Loan In August 2021, the Company executed a one year extension of the Company's $40.5 million loan agreement with BBVA, which extended the maturity date to December 10, 2022. The extension also included an additional six months extension option if certain financial criteria are met. The loan agreement extension includes a waiver for non-compliance with certain financial ratios on December 31, 2020, and eliminates the compliance requirements for minimum financial ratios. The extension requires monthly principal payments of $0.2 million, an additional principal payment of $1.0 million in December 2021 and quarterly principal payments of $0.5 million beginning in March 2022 unless a certain financial ratio is attained. In the second quarter of fiscal 2020, the Company entered into a loan amendment with BBVA, pursuant to which the Company deferred monthly debt service payments for April, May and June 2020, which deferred payments were added to principal. The deferred monthly debt service payments were paid by the Company in June 2021. At September 30, 2021 no deferred payments remained outstanding. Transactions Involving Certain Fannie Mae Loans The CARES Act, among other things, permitted borrowers with mortgages from Government Sponsored Enterprises who experienced a financial hardship related to the COVID-19 pandemic t o obtain forbearance of their loans for up to 90 days . On May 7, 2020, the Company entered into forbearance agreements with Berkadia Commercial Mortgage LLC, as servicer of 23 of its Fannie Mae loans covering 20 of the Company's properties. On May 9, 2020, the Company entered into a forbearance agreement with Wells Fargo Bank (“Wells Fargo”), as servicer of one Fannie Mae loan covering one of the Company's properties. On May 20, 2020, the Company entered into forbearance agreements with KeyBank, as servicer of three Fannie Mae loans covering two of the Company's properties. The forbearance agreements allowed the Company to withhold the loan payments due under the loan agreements for the months of April, May and June 2020 and Fannie Mae agreed to forbear in exercising its rights and remedies during such three month period. During this three-month loan payment forbearance, the Company agreed to pay to Fannie Mae monthly net operating income, if any, as defined in the forbearance agreement, for the properties receiving forbearance. On July 8, 2020, the Company entered into forbearance extension agreements with Fannie Mae, which provided for a one month extension of the forbearance agreements between the Company and Fannie Mae covering 23 of the Company's properties. The forbearance extension agreements extended the forbearance period until July 31, 2020, and Fannie Mae agreed to forbear in exercising its rights and remedies during such period. By July 31, 2020, the Company was required to repay to Fannie Mae the deferred payments, less any payments made during the forbearance period. On July 31, 2020, the Company made required payments to Fannie Mae totaling $0.6 million, which included the deferred payments, less payments made during the forbearance period, for five of the Company's properties with forbearance agreements. The Company elected not to pay $3.9 million on the loans for the remaining 18 properties as of that date as it initiated a process intended to transfer the operations and ownership of such properties to Fannie Mae. Therefore, the Company was in default on such loans. As a result of the default, Fannie Mae filed a motion with the United States District Court (the "District Court") requesting that a receiver be appointed over the 18 properties, which was approved by the District Court. The Company agreed to continue to manage the 18 communities, subject to earning a management fee, until management of the community is transitioned to a successor operator or legal ownership of the properties is transferred to Fannie Mae or its designee. Management fees earned from the properties are recognized as revenue when earned. In conjunction with the receivership order, the Company must obtain approval from the receiver for all payments, but will receive reimbursements from Fannie Mae for reasonable operating expenses incurred on behalf of any of the 18 communities under the receivership order. As a result of the events of default and receivership order, the Company discontinued recognizing revenues and expenses related to the 18 properties effective August 1, 2020, which was the date of default. In addition, the Company concluded it was no longer entitled to receive any existing accounts receivable or revenue related to the properties, all amounts held in escrow by Fannie Mae were forfeited, and that the Company no longer has control of the properties in accordance ASC 610-20. During the three and nine months ended September 30, 2021, Fannie Mae completed the transition of legal ownership of four and thirteen of the Company's properties, respectively, and the Company recorded a gain on extinguishment of debt of $54.1 million and $168.3 million, respectively, which is included in gain on extinguishment of debt in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss). At September 30, 2021, the Company included $62.0 million in outstanding debt in current portion of notes payable, net of deferred loan costs, and $4.6 million of accrued interest in accrued expenses on the Company’s Consolidated Balance Sheets related to the remaining four properties. At September 30, 2021, the Company did not manage any properties on behalf of Fannie Mae. Debt Forbearance Agreement on HUD Loan The Company also entered into a debt forbearance agreement with ORIX Real Estate Capital, LLC (“ORIX”), related to a U.S. Department of Housing and Urban Development (“HUD”) loan covering one of the Company's properties pursuant to which the Company deferred monthly debt service payments for April, May and June 2020, which deferred payments were added to the regularly scheduled payments in equal installments for one year following the forbearance period and were paid in the nine months ended September 30, 2021. At September 30, 2021, no deferred payments remained outstanding. Protective Life Amendments to Loan Agreements and Loan Modification and Temporary Deferral Agreements On May 21, 2020, the Company entered into amendments to its loan agreements with one of its lenders, Protective Life Insurance Company (“Protective Life”), related to loans (the "Protective Life Loans") covering ten of the Company's properties. These amendments allowed the Company to defer principal and interest payments for April, May and June 2020 and to defer principal payments for July 2020 through September 2021, with such deferral amounts being added to principal due at maturity in either 2025 or 2026, depending upon the loan. At September 30, 2021, the Company had deferred payments of $7.2 million related to the Protective Life Loans, of which $2.6 million was included in accrued expenses in the Company’s Consolidated Balance Sheets. The remaining $4.6 million is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets. Letters of Credit The Company previously issued standby letters of credit with Wells Fargo, totaling approximately $1.0 million, for the benefit of Calpine Corporation in connection with certain of its energy provider agreements, which remained outstanding at September 30, 2021. The Company previously issued standby letters of credit with Wells Fargo, totaling approximately $3.4 million, for the benefit of Hartford Financial Services in connection with the administration of workers’ compensation. On August 27, 2020, the available letters of credit were increased to $4.0 million, which remained outstanding at September 30, 2021. The Company previously issued standby letters of credit with JP Morgan Chase Bank (“Chase”), totaling approximately $6.5 million, for the benefit of Welltower, in connection with certain leases between Welltower and the Company. The letters of credit were surrendered and paid to Welltower in conjunction with the Welltower Agreement during the quarter ended June 30, 2020. The Company previously issued standby letters of credit with Chase, totaling approximately $2.9 million, for the benefit of Healthpeak in connection with certain leases between Healthpeak and the Company. The letters of credit were released to the Company during the first quarter of 2020 and were included in cash and cash equivalents on the Company’s September 30, 2020 Consolidated Balance Sheets. Debt Covenant Compliance The Company was not in compliance with a certain financial covenant under its loan agreement with Fifth Third Bank, covering two of the Company's properties, as of September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020, in which a minimum debt service coverage ratio must be maintained, which constituted a default. In May 2021, Fifth Third Bank issued a notice of default. In the event that this loan for $31.5 million is accelerated, the loan has 25% recourse to Capital Senior Living Corporation. In November 2021, subsequent to quarter end, the Company gave Fifth Third Bank the Company’s 30 day notice of its intention to repay the outstanding $31.5 million bridge loan. "Note 14- Subsequent Events." The Company included $31.5 million in outstanding debt related to those properties in current portion of notes payable, net of deferred loan costs, on the Company’s Consolidated Balance Sheets at September 30, 2021. Except as noted above, the Company was in compliance with all other aspects of its outstanding indebtedness at September 30, 2021. |