Loans Payable | 4. Loans Payable As of March 31, 2024 and December 31, 2023, our loans payable consisted of the following: March 31, 2024 December 31, 2023 Loans payable to Lument (formerly ORIX Real Estate Capital, LLC) (insured by HUD) in monthly installments of approximately $183,000, including interest, ranging from a fixed rate of 2.79% to 4.2%, due in September 2039 through April 2055, and collateralized by Sheridan, Fernhill, Pacific Health, Aledo, Sundial and Friendship Haven. $ 33,730,000 $ 33,984,000 Loan payable to Capital One Multifamily Finance, LLC (insured by HUD) in monthly installments of approximately $49,000, including interest at a fixed rate of 4.23%, due in September 2053, and collateralized by Pennington Gardens. 9,835,000 9,877,000 Loan payable to CIBC Bank, USA in monthly installments of approximately of $147,000 including cash collateral fund payments, variable interest rate (9.4% at March 31, 2024 and December 31, 2023), due in July 2024, and, collateralized by Yucaipa Hill Post Acute, Creekside Post Acute and University Post Acute (“CA3 Properties”). See Note 3 for additional information. 15,000,000 15,000,000 58,565,000 58,861,000 Less debt issuance costs (1,705,000) (2,682,000) Total loans payable $ 56,860,000 $ 56,179,000 As of March 31, 2024, we have total debt obligations of approximately $58.6 million that will mature between 2024 and 2055, in addition to the loans payable associated with GA8 Properties discussed below. See Note 3 for loans payable balance for each property. All of the loans payable have certain financial and non-financial covenants, including ratios and financial statement considerations. As of March 31, 2024, we were in compliance with all of our debt covenants except for the GA8 Properties (see below and Note 14 for further information). During the three months ended March 31, 2024 and 2023, we incurred approximately $4.2 million and $3.9 million of interest expense, respectively, including interest expense related to the GA8 Properties and excluding debt issuance costs and amortization. In connection with our loans payable, we incurred debt issuance costs. As of March 31, 2024 and December 31, 2023, the unamortized balance of the debt issuance costs was approximately $1.7 million and $2.7 million, respectively. These debt issuance costs are being amortized over the life of their respective financing agreements using the straight-line basis which approximates the effective interest rate method. For each of the three months ended March 31, 2024 and 2023, $0.2 million of debt issuance costs were amortized and included in interest expense in our condensed consolidated statements of operations. The principal payments due on the loans payable (excluding debt issuance costs and loans payable associated with GA8 Properties) for the period from April 1, 2024 to December 31, 2024 and for each of the four following years and thereafter ending December 31 are as follows: Principal Years Ending Amount April 1, 2024 to December 31, 2024 $ 15,905,000 2025 1,246,000 2026 1,292,000 2027 1,341,000 2028 1,390,000 Thereafter 37,391,000 $ 58,565,000 GA8 Properties In 2021, through our wholly-owned subsidiary and the parent holding company for the GA8 Properties, Summit Georgia Holdings LLC (“GA Holdco”), we acquired eight skilled nursing facilities located in Georgia (collectively, the “GA8 Properties”). The GA8 Properties were financed with a $91.0 million first priority mortgage loan with CIBC collateralized by those properties, a $20.0 million subordinated term loan with Oxford Financing LLC (“Oxford”) collateralized by those properties and a $12.75 million mezzanine loan with Oxford secured by the equity interests of the GA Holdco. During 2023 and as of March 31, 2024, we have been out of compliance with respect to our debt covenants for our GA8 Properties due to the tenants’ EBITDAR (earnings before interest, taxes, depreciation, amortization and rent) default and from our continuing failure to pay the full and timely interest payments due on the mezzanine loan from October 2023 to April 2024, and for the subordinated term loan from January 2024 through April 2024. Oxford had previously agreed to defer a portion of our interest payments on the mezzanine loan for October and November 2023. As of March 31, 2024 and December 31, 2023, the outstanding interest due on the mezzanine loan is approximately $1.1 million and $0.6 million, respectively. As of March 31, 2024 and December 31, 2023, the outstanding interest due on the subordinated term loan is approximately $1.0 million and $0.3 million, respectively. All interest and principal payments to CIBC have been made timely. On March 13, 2024, we received a notice of default from Oxford, dated March 12, 2024, for the mezzanine loan primarily based on the non-compliance noted above, whereby Oxford exercised certain rights, including, their right to act as attorney-in-fact of GA8 HoldCo, and appointed an independent manager over the GA8 Properties, thereby removing the Company as the manager and removing the Company’s voting rights and rights to receive any distributions with respect to such properties. The Oxford notice of default also constitutes an event of default under the GA8 Properties subordinated term loan with Oxford and the first priority mortgage loan with CIBC. On May 7, 2024, we received a notice of default and reservation of rights letter from CIBC. There were no actions taken by this notice. See Note 14 for further information regarding the derecognition of the GA8 Properties and related debt. As of March 31, 2024 and December 31, 2023, loans payable associated with GA8 Properties consisted of the following: March 31, 2024 December 31, 2023 Loan payable to CIBC Bank, USA in monthly installments of approximately $850,000 (including interest and principal) variable interest rate (8.8% at March 31, 2024 and December 31, 2023), due in December 2024, and collateralized by Calhoun Health Center, Maple Ridge Health Care Center, Chatsworth Health Care Center, East Lake Arbor, Fairburn Health Care Center, Grandview Health Care Center, Rosemont at Stone Mountain, and Willowwood Nursing Center & Rehab (“GA8 Properties”). See Note 14 for additional information. 90,530,000 91,000,000 Loan payable to Oxford Finance, LLC in monthly installments of approximately $260,000 (interest only through maturity), variable interest rate (16.4% at March 31, 2024 and December 31, 2023, respectively) due in March 2025, collateralized in second position by the GA8 Properties. See Note 14 for additional information. 20,000,000 20,000,000 Mezzanine Loan payable to Oxford Finance, LLC in monthly installments of approximately $168,000 (interest only through maturity), variable interest rate (16.4% at March 31, 2024 and December 31, 2023, respectively) due in December 2026, secured by the equity interests of our wholly-owned subsidiary, Summit Georgia Holdings LLC, the parent holding company for the GA8 Properties. See Note 14 for additional information. 12,750,000 12,750,000 Total loans payable associated with GA8 Properties $ 123,280,000 $ 123,750,000 HUD-insured loans We have six properties with HUD-insured loans from Lument Capital (formerly ORIX Real Estate Capital, LLC) and one property with a HUD-insured loan from Capital One Multifamily Finance, LLC. See table above listing loans payable for further information. All of the HUD-insured loans are subject to customary representations, warranties and ongoing covenants and agreements with respect to the operation of the facilities, including the provision for certain maintenance and other reserve accounts for property tax, insurance, and capital expenditures, with respect to the facilities all as described in the HUD agreements. These reserves are included in restricted cash in our condensed consolidated balance sheets. Master Letter of Credit Agreement In June 2023, we entered into $1.0 million Master Letter of Credit Agreement with CIBC. As of March 31, 2024, there are no outstanding letters of credit under this agreement. |