Indebtedness | 7. Indebtedness The following table provides details of the Company’s indebtedness as of September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Mortgages payable and other notes payable: Fixed rate debt $ 412,159 $ 382,129 Variable rate debt (1)(5) 630,294 561,874 Mortgages and other notes payable (2) 1,042,453 944,003 Premium (discount), net (3) 109 (67 ) Loan costs, net (7,448 ) (7,213 ) Total mortgages and other notes payable, net 1,035,114 936,723 Credit facilities: Revolving Credit Facility (4) (5) 172,000 194,863 First Term Loan Facility (1) 175,000 175,000 Second Term Loan Facility (5) 275,000 275,000 Loan costs, net related to Term Loan Facilities (2,165 ) (2,874 ) Total credit facilities, net 619,835 641,989 Total indebtedness, net $ 1,654,949 $ 1,578,712 _____________ FOOTNOTES: (1) As of September 30, 2017 and December 31, 2016, the Company had entered into interest rate swaps with notional amounts of approximately $515.3 million and $521.5 million, respectively, which settle on a monthly basis. Refer to Note 9. “Derivative Financial Instruments” for additional information. (2) As of September 30, 2017 and December 31, 2016, the Company’s mortgages and other notes payable are collateralized by 76 and 75 properties, respectively, with total carrying value of approximately $1.6 billion and $1.6 billion, respectively. (3) Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition dates. (4) As of September 30, 2017 and December 31, 2016, the Company had undrawn availability under the senior unsecured revolving line of credit (“Revolving Credit Facility”) of approximately $3.6 million and $11.1 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. (5) As of September 30, 2017 and December 31, 2016, the Company had entered into interest rate caps with notional amounts of approximately $527.0 million and $410.0 million, respectively. Refer to Note 9. “Derivative Financial Instruments” for additional information. The following is a schedule of future principal payments and maturity for the Company’s total indebtedness for the remainder of 2017, each of the next four years and thereafter, in the aggregate, as of September 30, 2017 (in thousands): 2017 $ 203,265 2018 71,859 2019 505,235 2020 424,263 2021 49,556 Thereafter 410,384 $ 1,664,562 In October 2017, the Company exercised a one-year extension option on its Revolving Credit Facility, which was scheduled to mature in December 2017 as presented above. Refer to Note 13. “Subsequent Events” for additional information. 7. Indebtedness (continued) The following table provides details of the Company’s new and refinanced mortgages and other notes payable as of September 30, 2017 (in thousands): Interest Rate at September 30, Maturity September 30, Property and Loan Type 2017 (1) Payment Terms Date (2) 2017 Pacific Northwest Communities; Mortgage Loan (3) 4.30% per annum Monthly principal and interest payments based on a 25-year amortization schedule 1/5/22 $ 210,439 Capital Health Communities; Mortgage Loan (4) (4) Monthly principal and interest payments based on a 25-year amortization schedule 1/5/22 63,184 Total fixed rate debt 273,623 Wellmore of Tega Cay; Mortgage Loan 30-day LIBOR plus 2.65% per annum Monthly interest only payments for the first 12 months; principal and interest payments thereafter based on a 30-year amortization schedule 3/1/20 28,000 Knoxville Medical Office Properties and Claremont Medical Office; Mortgage Loan (5) 30-day LIBOR plus 2.45% per annum Monthly principal and interest payments based on a 30-year amortization schedule 5/24/22 57,350 Total variable rate debt 85,350 Total debt $ 358,973 _____________ FOOTNOTES: (1) The 30-day and 90-day LIBOR were approximately 1.24% and 1.34%, respectively, as of September 30, 2017. (2) Represents the initial maturity date (or, as applicable, the maturity date as extended). Certain of the Company’s mortgages and other notes payable agreements include extension options held by the Company under which the maturity dates may be extended beyond the date presented, subject to certain lender conditions and/or related fees. (3) In August 2017, the Company extended the maturity date on the existing loan of approximately $201.9 million from December 2018 to January 2022. In addition, the Company received approximately $9.5 million of additional borrowings through a supplemental loan with the same lender, which is co-terminus with the existing mortgage loans, collateralized by the communities and matures in January 2022. The supplemental loan further accrues interest at a fixed rate equal to 4.3% per annum and includes monthly interest only payments for the first 12 months followed by monthly principal and interest payments for the remaining term of the loan using a 30-year amortization period with the remaining principal balance payable at maturity. The loan may be prepaid, in whole or in part, with a prepayment premium equal to the greater of: (i) one percent (1%) of the principal amount being prepaid, multiplied by the quotient of the number of full months remaining until the maturity date of the loan (calculated as of the prepayment date) divided by the number of full months comprising the term of the loan; or (b) a “make-whole” payment equal to the present value of the loan less the amount of principal and accrued interest being prepaid calculated as of the prepayment date for the period between that date and the maturity date. 7. Indebtedness (continued) (4) In August 2017, the Company extended the maturity date on the existing loan of approximately $35.4 million from January 2020 to January 2022. In addition, the Company received approximately $28.0 million of additional borrowings through a supplemental loan with the same lender, which is co-terminus with the existing mortgage loans, collateralized by the communities and matures in January 2022. The existing loan accrues interest at a fixed rate equal to 4.25% per annum. The supplemental loan accrues interest at a fixed rate equal to 4.3% per annum and includes monthly interest only payments for the first 12 months followed by monthly principal and interest payments for the remaining term of the loan using a 30-year amortization period with the remaining principal balance payable at maturity. The loan may be prepaid, in whole or in part, with a prepayment premium equal to the greater of: (i) one percent (1%) of the principal amount being prepaid, multiplied by the quotient of the number of full months remaining until the maturity date of the loan (calculated as of the prepayment date) divided by the number of full months comprising the term of the loan; or (b) a “make-whole” payment equal to the present value of the loan less the amount of principal and accrued interest being prepaid calculated as of the prepayment date for the period between that date and the maturity date. (5) In May 2017, the Company refinanced the loans related to the Claremont Medical Office property and the Knoxville Medical Office Properties of approximately $12.4 million and $37.2 million, respectively, into a combined loan. The original loans were scheduled to mature January 2018 and July 2018, respectively. The following table provides details of the fair market value and carrying value of the Company’s indebtedness as of September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Fair Value Carrying Value Fair Value Carrying Value Mortgages and other notes payable, net $ 1,041.0 $ 1,035.1 $ 943.4 $ 936.7 Credit facilities $ 622.0 $ 619.8 $ 644.9 $ 642.0 These fair market values are based on current rates and spreads the Company would expect to obtain for similar borrowings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy. The estimated fair value of accounts payable and accrued liabilities approximates the carrying value as of September 30, 2017 and December 31, 2016 because of the relatively short maturities of the obligations. All of the Company’s mortgage and construction loans contain customary financial covenants; including (but not limited to) the following: debt service coverage ratio, minimum occupancy levels, limitations on incurrence of additional indebtedness, etc. The credit facilities contain affirmative, negative, and financial covenants which are customary for loans of this type, including (but not limited to): (i) maximum leverage, (ii) minimum fixed charge coverage ratio, (iii) minimum consolidated net worth, (iv) restrictions on payments of cash distributions except if required by REIT requirements, (v) maximum secured indebtedness, (vi) maximum secured recourse debt, (vii) minimum unsecured interest coverage and (viii) limitations on certain types of investments and with respect to the pool of properties supporting borrowings under the credit facilities, minimum debt service coverage ratio, minimum weighted average occupancy, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. The limitations on distributions include a limitation on the extent of allowable distributions, which are not to exceed the greater of 95% of adjusted FFO (as defined per the credit facilities) and the minimum amount of distributions required to maintain the Company’s REIT status. As of September 30, 2017, the Company was in compliance with all financial covenants. |