NOTES PAYABLE AND OTHER DEBT | NOTES PAYABLE AND OTHER DEBT See Part II, Item 8, Notes to Consolidated Financial Statements, Note 9 - Notes Payable and Other Debt included in the Annual Report for a detailed description of all the Company’s debt facilities. Notes payable and other debt consists of the following: (Amounts in 000’s) March 31, 2017 December 31, 2016 Senior debt—guaranteed by HUD $ 34,286 $ 34,473 Senior debt—guaranteed by USDA (a) 20,831 22,518 Senior debt—guaranteed by SBA (b) 2,293 2,319 Senior debt—bonds 7,145 7,145 Senior debt—other mortgage indebtedness 5,586 5,639 Other debt 1,479 1,063 Convertible debt 2,500 9,200 Subtotal 74,120 82,357 Deferred financing costs, net (2,099 ) (2,196 ) Unamortized discount on bonds (188 ) (191 ) Total debt 71,833 79,970 Less: current portion of debt 6,868 13,154 Notes payable and other debt, net of current portion $ 64,965 $ 66,816 (a) U.S. Department of Agriculture (“USDA”) (b) U.S. Small Business Administration (“SBA”) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - guaranteed by HUD The Pavilion Care Center Red Mortgage 12/01/2027 Fixed 4.16% $ 1,408 $ 1,434 Hearth and Care of Greenfield Red Mortgage 08/01/2038 Fixed 4.20% 2,175 2,191 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 5,419 5,447 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 8,414 8,457 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 7,315 7,352 Georgetown Midland State Bank 10/01/2046 Fixed 2.98% 3,704 3,723 Sumter Valley KeyBank 01/01/2047 Fixed 3.70% 5,851 5,869 Total $ 34,286 $ 34,473 Senior debt - guaranteed by USDA (b) Attalla Metro City 06/30/2032 Prime + 1.50% 5.50% $ 6,335 $ 7,189 Coosa Metro City 06/30/2032 Prime + 1.50% 5.50% 5,712 6,483 Mountain Trace Community B&T 01/24/2036 Prime + 1.75% 5.75% 4,353 4,384 Southland Bank of Atlanta 07/27/2036 Prime + 1.50% 6.00% 4,431 4,462 Total $ 20,831 $ 22,518 Senior debt - guaranteed by SBA College Park CDC 10/01/2031 Fixed 2.81% $ 1,589 $ 1,611 Southland Bank of Atlanta 07/27/2036 Prime + 2.25% 5.75% 704 708 Total $ 2,293 $ 2,319 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 0.53% per annum. (b) For the four skilled nursing facilities, the Company has term loans insured 70% to 80% by the USDA with financial institutions. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 4% to 6% through 2016, which decline 1% each year capped at 1% for the remainder of the term. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,610 $ 6,610 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50% 535 535 Total $ 7,145 $ 7,145 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing of approximately 0.26% per annum. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - other mortgage indebtedness Quail Creek (b) Congressional Bank 09/30/2017 LIBOR + 4.75% 5.75% 4,402 4,432 Northwest First Commercial 12/31/2017 Prime 5.00% 1,184 1,207 Total $ 5,586 $ 5,639 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.00% to 0.86% per annum. (b) On September 19, 2016, the Company obtained an option to extend the maturity date of the Quail Creek Credit Facility from September 2017 to September 2018, which management intends to exercise. (Amounts in 000’s) Lender Maturity Interest Rate March 31, 2017 December 31, 2016 Other debt First Insurance Funding 02/28/2018 Fixed 3.99% $ 193 $ 20 Key Bank 10/17/2017 Fixed 0.00% 495 496 Pharmacy Care of Arkansas 02/08/2018 Fixed 2.00% 422 547 South Carolina Department of Health & Human Services (a) 02/24/2019 Fixed 5.75% 369 — Total $ 1,479 $ 1,063 (a) On February 21, 2017, the South Carolina Department of Health and Human Services (“SCHHS”) issued fiscal year 2013 Medicaid audit reports for two facilities operated by the Company during 2013. In the fiscal year 2013 Medicaid audit reports, it was determined the Company owes an aggregate $0.4 million related to patient-care related payments made by the SCHHS during 2013. Repayment of the $0.4 million began on March 24, 2017 in the form of a two-year note bearing interest of 5.75% per annum. (Amounts in 000’s) Facility Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Convertible debt Issued July 2012 10/31/2017 Fixed 10.00% $ 1,500 $ 1,500 Issued March 2015 (b) (c) 04/30/2017 Fixed 10.00% 1,000 7,700 Total $ 2,500 $ 9,200 (a) Represents cash interest rates as of March 31, 2017 . The rates exclude amortization of deferred financing costs which range from 0.25% to 1.92% per annum. (b) On December 8, 2016, the Company announced the Tender Offer for any and all of the 2015 Notes at a cash purchase price equal to $1,000 per $1,000 principal amount of the 2015 Notes purchased, plus accrued and unpaid interest to, but not including, the payment date. The Tender Offer expired on January 9, 2017, and $6.7 million in aggregate principal amount of the 2015 Notes were tendered and paid on January 10, 2017. (c) On April 30, 2017, the remaining $1.0 million in aggregate principal amount of the 2015 Notes outstanding was repaid (see Note 17 - Subsequent Events ). Debt Covenant Compliance As of March 31, 2017 , the Company had approximately 28 credit related instruments (credit facilities, mortgage notes, bonds and other credit obligations) outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum EBITDA or EBITDAR, current ratios and tangible net worth requirements. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. The table below indicates which of the Company’s credit-related instruments were not in compliance as of March 31, 2017 . Credit Facility Balance at Subsidiary or Operator Level Covenant Requirement Financial Covenant Min/Max Financial Future Congressional Bank - Mortgage Note - QC Property Holdings, LLC $ 4,401 Operator Minimum Fixed Charge Coverage Ratio 1.1 0.3 (a) 1.1 Operator Minimum Operator Occupancy 75% 70% (a) 75% Operator Minimum Operator EBITDAR (000’s) $563 $477 (a) $642 (a) Waiver for violation of covenant obtained. Scheduled Maturities The schedule below summarizes the scheduled maturities for the twelve months ended March 31 of the respective year (not adjusted for commitments to refinance or extend the maturities of debt as noted above): For the twelve months ended March 31, (Amounts in 000’s) (a) 2018 $ 6,890 2019 6,326 2020 1,960 2021 2,064 2022 2,161 Thereafter 54,719 Subtotal $ 74,120 Less: unamortized discounts (188 ) Less: deferred financing costs, net (2,099 ) Total notes and other debt $ 71,833 (a) Excludes maturities for a Loan Agreement entered into May 1, 2017 (see Note 17 - Subsequent Events - Meadowood Credit Facility ). | NOTES PAYABLE AND OTHER DEBT Notes payable and other debt consists of the following: December 31, Amounts in (000's) 2016 2015 Senior debt—guaranteed by HUD (a) 34,473 25,469 Senior debt—guaranteed by USDA (a) 22,518 26,463 Senior debt—guaranteed by SBA (a) 2,319 3,548 Senior debt—bonds 7,145 7,230 Senior debt—other mortgage indebtedness 5,639 51,128 Other debt 1,063 2,638 Convertible debt (c) 9,200 9,200 Sub Total 82,357 125,676 Deferred financing costs (2,196 ) (2,712 ) Unamortized discounts on bonds (191 ) (205 ) Total 79,970 122,759 Less current portion 13,154 50,960 Less: portion included in liabilities of disposal group held for sale (b) — 958 Notes payable and other debt, net of current portion $ 66,816 $ 70,841 (a) HUD, U.S. Department of Agriculture ("USDA"), U.S. Small Business Administration ("SBA"). (b) Includes no deferred financing costs at December 31, 2016 and December 31, 2015 respectively. (c) On December 8, 2016, the Company announced the Tender Offer for any and all of its $7.7 million convertible subordinated notes due April 30, 2017. On January 10, 2017, the Company accepted for payment $6.7 million pursuant to the Tender Offer, (see Note 19 - Subsequent events) . The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Senior debt - guaranteed by HUD The Pavilion Care Center Red Mortgage 12/01/2027 Fixed 4.16% $ 1,434 $ 1,534 Hearth and Care of Greenfield Red Mortgage 08/01/2038 Fixed 4.20% 2,191 2,251 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 5,447 5,556 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 8,457 8,628 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 7,352 7,500 Georgetown (c) Midland State Bank 01/10/2046 Fixed 2.98% 3,723 — Sumter Valley (d) Key Bank 01/01/2047 Fixed 3.70% 5,869 — Total $ 34,473 $ 25,469 Senior debt - guaranteed by USDA (e) Attalla Metro City 09/30/2035 Prime + 1.50% 5.50% $ 7,189 $ 7,400 Coosa Metro City 09/30/2035 Prime + 1.50% 5.50% 6,483 6,671 Mountain Trace Community B&T 01/24/2036 Prime + 1.75% 5.75% 4,384 4,507 Southland Bank of Atlanta 07/27/2036 Prime + 1.50% 6.00% 4,462 4,576 Homestead (b) Square 1 10/14/2036 Prime + 1.00% 5.75% — 3,309 Total $ 22,518 $ 26,463 Senior debt - guaranteed by SBA College Park CDC 10/01/2031 Fixed 2.81% $ 1,611 $ 1,697 Stone County (b) CDC 07/01/2032 Fixed 2.42% — 1,123 Southland Bank of Atlanta 07/27/2036 Prime + 2.25% 5.75% 708 728 Total $ 2,319 $ 3,548 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On October 6, 2016, the Company completed the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations). (c) On September 29, 2016, the Company closed a HUD-guaranteed financing in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. (d) On December 14, 2016, the Company refinanced the Sumter Credit Facility with $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. (e) For the five skilled nursing facilities, the Company has term loans insured 70% to 80% by the USDA with financial institutions. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 4% to 6% through 2016, which decline 1% each year capped at 1% for the remainder of the term. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,610 $ 6,610 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50% 535 620 Total $ 7,145 $ 7,230 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (Amounts in 000’s) December 31, December 31, Facility Lender Maturity Interest Rate (a) 2016 2015 Senior debt - other mortgage indebtedness Sumter Valley (c) PrivateBank 09/01/2016 LIBOR + 4.25% 4.71% $ — $ 5,123 Georgetown (g) PrivateBank 09/01/2016 LIBOR + 4.25% 4.71% — 4,026 Northridge (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 4,230 Woodland Hills (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 3,557 Abington/Cumberland (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 4,029 Heritage Park (b) PrivateBank (d) 09/01/2016 LIBOR + 3.50% 6.00% — 3,370 River Valley (b) PrivateBank (d) 09/01/2016 LIBOR + 3.50% 6.00% — 3,989 Little Rock/West Markham (b), (f) PrivateBank (d) 12/31/2016 LIBOR + 4.00% 6.00% — 11,399 Quail Creek (e) Congressional Bank 09/30/2017 LIBOR + 4.75% 5.75% 4,432 5,000 Northwest First Commercial 12/31/2017 Prime 5.00% 1,207 1,285 Stone County (b) Metro City 06/08/2022 Prime + 2.25% 6.25% — 1,697 College Park (f) Bank of Las Vegas 05/01/2031 Prime + 2.00% 6.25% — 2,465 Hembree Rd. Building (h) Fidelity Bank 12/01/2017 Fixed 5.50% — 958 Total $ 5,639 $ 51,128 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On October 6, 2016, the Company completed the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations). (c) On March 24, 2016 , the Company obtained a lender commitment to extend the maturity date of the Sumter Credit Facility with PrivateBank from September 2016 to June 2017, subject to definitive documentation and certain closing conditions, which commitment expired on November 30, 2016. On June 13, 2016, the Company received a commitment to refinance the Sumter Credit Facility, subject to definitive documentation and certain closing conditions. On December 14, 2016, the Company refinanced existing mortgage debt with Key Bank on the Sumter Facility with $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. (d) On March 24, 2016, the Company obtained the release of approximately $3.9 million of restricted cash funds and applied the amounts as additional principal payments related to certain of the above debt facilities with the PrivateBank. (e) On September 19, 2016, the Company obtained an option to extend the maturity date of the Quail Creek Credit Facility from September 2017 to September 2018, which management intends to exercise. (f) On October 6, 2016, the related debt was repaid with a portion of the net proceeds from the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations ). (g) On September 29, 2016, the Company closed a HUD-guaranteed financing with Midland State Bank in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. (h) Debt included in liabilities of disposal group held for sale. On April 25, 2016, the Company completed the sale of the related office building located in Roswell, Georgia (see Note 11 - Discontinued Operations ). (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2016 December 31, 2015 Other debt First Insurance Funding 02/28/2017 Fixed 3.99% $ 20 $ 14 Key Bank 10/17/2017 Fixed 0.00% 496 680 Reliant Rehabilitation 11/15/2016 Fixed 7.00% — 944 Pharmacy Care of Arkansas 02/08/2018 Fixed 2.00% 547 1,000 Total $ 1,063 $ 2,638 (Amounts in 000’s) Facility Conversion price Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Convertible debt Issued July 2012 $ 4.25 10/31/2017 Fixed 10.00% $ 1,500 $ 1,500 Issued March 2015 (b) $ 4.25 04/30/2017 Fixed 10.00% 7,700 7,700 Total $ 9,200 $ 9,200 (a) Represents cash interest rates as of December 31, 2016 . The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On December 8, 2016, the Company announced the Tender Offer for any and all of its $7.7 million convertible subordinated notes due April 3, 2017. On January 10, 2017, the Company accepted for payment $6.7 million pursuant to the Tender Offer (see Note 19 - Subsequent Events) . Scheduled Maturities The schedule below summarizes the scheduled maturities as of December 31, 2016 for each of the next five years and thereafter. Amounts in (000's) 2017 $ 13,218 2018 6,108 2019 1,844 2020 1,937 2021 2,030 Thereafter 57,220 Subtotal 82,357 Less: unamortized discounts (191 ) Less: deferred financing costs (1) (2,196 ) Total notes and other debt $ 79,970 (1) Approximately $0.1 million of deferred financing is recorded in "Current portion of convertible debt, net" on the Consolidated Balance sheets. Debt Covenant Compliance As of December 31, 2016 , the Company has approximately thirty-eight credit related instruments (credit facilities, mortgage notes, bonds and other credit obligations) outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum EBITDA or EBITDAR, current ratios and tangible net worth requirements. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on subsidiary level (i.e. facility, multiple facilities or a combination of subsidiaries comprising less than the Company's consolidated financial measurements). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. In recent periods, including as of December 31, 2016 , the Company has not been in compliance with certain financial and administrative covenants. For each instance of such non-compliance, the Company has obtained waivers or amendments to such requirements including as necessary modifications to future covenant requirements or the elimination of certain requirements in future periods. The Company’s credit-related instruments were all in financial compliance as of December 31, 2016 . Included in several of the Company’s various loan agreements are administrative covenants requiring that a set of audited financial statements be provided of the guarantor within 90 days of the end of each fiscal year (the “Administrative Covenants”). For the year ended December 31, 2016 , management has either received a waiver for all such Administrative Covenants or has applied a 30 -day cure provision, as provided in the loan agreements. Revolving Credit Facilities and Lines of Credit Contemporary Healthcare On August 17, 2012, in conjunction with the acquisition of the Companions Specialized Care Center, a 121-bed skilled nursing facility located in Tulsa, Oklahoma (“Companions”), a wholly owned subsidiary of the Company entered into a Loan Agreement with Contemporary Healthcare Capital LLC ("Contemporary") and issued a promissory note in favor of Contemporary with a principal amount of $0.6 million maturing on August 20, 2015 with an annual interest rate of 9.0% . On May 14, 2015, the outstanding principal amount of $0.2 million under loan was repaid in full. Gemino-Northwest Credit Facility On May 30, 2013, NW 61st Nursing, LLC (“Northwest”), a wholly owned subsidiary of the Company, entered into a senior-secured revolving credit facility with Gemino Healthcare Finance, LLC with principal amount of $1.0 million . Interest accrued on the principal balance thereof at an annual rate of 4.75% plus the current LIBOR rate. Northwest also paid to Gemino: (i) a collateral monitoring fee equal to 1.0% per annum of the daily outstanding balance of the facility; and (ii) a fee equal to 0.5% per annum of the unused portion of the facility. The facility was secured by a security interest in the accounts receivable of the Northwest facility. AdCare had unconditionally guaranteed all amounts owing under the Northwest Credit Facility. On April 30, 2015, the outstanding principal amount of $1.0 million under the facility was repaid in full. Gemino-Bonterra Credit Facility On April 27, 2011, ADK Bonterra/Parkview, LLC, a wholly owned subsidiary of the Company entered into a senior secured credit facility for up to $2.0 million with Gemino. Interest accrued on the principal balance outstanding at an annual rate equal to the LIBOR rate plus an applicable margin of 4.75% to 5.00% , which fluctuated depending upon the principal amount outstanding. On July 1, 2015, the outstanding principal amount of $0.4 million under the facility was repaid in full. PrivateBank Credit Facility During 2015, certain wholly owned subsidiaries (the “PrivateBank Borrowers”) the Company entered into a number of loan modifications with the PrivateBank, which modified that certain Loan Agreement, dated September 20, 2012, between the certain affiliates of the Company, PrivateBank and the Company, as guarantor (as amended, the “PrivateBank Credit Facility”). Under these modifications :(i) PrivateBank consented to the transfer of operations to new operators and the amendment of the related leases; (ii) the outstanding amount owing under the PrivateBank Credit Facility was reduced from $8.8 million to $1.8 million . In December 2015, the PrivateBank Credit Facility was repaid in full and as of December 31, 2016: (i) there were no cash borrowings outstanding under the PrivateBank Credit Facility and (ii) the Company had $0.4 million of outstanding letters of credit related to this credit facility. PrivateBank-Woodland Nursing and Glenvue Nursing Credit Facility On September 24, 2014, certain wholly-owned subsidiaries of the Company entered into a Loan and Security Agreement with PrivateBank. The facility provided for a $1.5 million principal amount senior secured revolving credit facility. In the fourth quarter of 2015, the Woodland Nursing and Glenvue Nursing Credit Facility was repaid in full and the Company terminated and closed the facility. Senior Debt-Guaranteed by HUD Autumn Breeze On December 17, 2014, Mt. Kenn Property Holdings, LLC (“Mt. Kenn”), a wholly owned subsidiary of the Company, entered into a Mortgage and Deed of Trust Agreement (the “Mt. Kenn Credit Facility”), with KeyBank National Association ("KeyBank"). The Mt. Kenn Credit Facility provides for a $7.6 million principal amount secured credit facility. The Mt. Kenn Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Mt. Kenn Facility. HUD has insured all amounts owing under the Mt. Kenn Credit Facility. The Mt. Kenn Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, KeyBank may, after receiving the prior written approval of HUD, terminate the Mt. Kenn Credit Facility and all amounts under the Mt. Kenn Credit Facility will become immediately due and payable. In connection with entering into the Mt. Kenn Credit Facility, Mt. Kenn entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Glenvue On September 24, 2014, a wholly owned subsidiary of the Company entered into a Mortgage and Deed of Trust Agreement (the “Glenvue Credit Facility”), with Housing & Healthcare Finance, LLC ("H&H") in connection with the refinancing of the skilled nursing facility known as Glenvue Health and Rehabilitation ("Glenvue"). The Glenvue Credit Facility provides for an $ 8.8 million principal amount secured credit facility. The Glenvue Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to Glenvue. HUD has insured all amounts owing under the Glenvue Credit Facility. The Glenvue Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, failure to perform or comply with certain agreements and certain events of bankruptcy and insolvency. Upon the occurrence of certain events of default, H&H may, after receiving the prior written approval of HUD, terminate the Glenvue Credit Facility and all amounts under the Glenvue Credit Facility will become immediately due and payable. In connection with entering into the Glenvue Credit Facility, a wholly owned subsidiary of the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Hearth and Care of Greenfield On October 1, 2014, a certain wholly-owned subsidiary of the Company entered into a Modification Agreement with Red Mortgage Capital, Inc. ("Red Capital") and HUD which modified the loan agreement, dated July 29, 2008, by and between a wholly-owned subsidiary of the Company and Red Capital, which matures in 2038. The modification, among other things: (i) reduced the rate of interest therein provided from 6.50% per annum to 4.20% per annum, effective as of November 1, 2014; (ii) revised the amount of monthly installments of interest and principal payable on and after December 1, 2014, so as to re-amortize in full the loan over the remaining term thereof; and (iii) modified the prepayment provision of the loan. The Pavilion Care Center On October 1, 2014, a certain wholly-owned subsidiary of the Company entered into a Modification Agreement with Red Capital and HUD which modified the loan agreement, dated November 27, 2007, by and between a wholly-owned subsidiary of the Company and Red Capital, which matures in 2027. The modification, among other things: (i) reduced the rate of interest therein provided from 5.95% per annum to 4.16% per annum, effective as of November 1, 2014; (ii) revised the amount of monthly installments of interest and principal payable on and after December 1, 2014, so as to re-amortize in full the loan over the remaining term thereof; and (iii) modified the prepayment provision of the loan. Woodland Manor On September 24, 2014, a wholly owned subsidiary of the Company ("Woodland"), entered into a Mortgage and Deed of Trust Agreement (the “Woodland Credit Facility”), with H&H in connection with the refinancing of the skilled nursing facility known as Eaglewood Care Center ("Eaglewood"). The Woodland Credit Facility provides for a $5.7 million principal amount secured credit facility. The Woodland Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to Eaglewood. HUD has insured all amounts owing under the Woodland Credit Facility. The Woodland Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, failure to perform or comply with certain agreements and certain events of bankruptcy and insolvency. Upon the occurrence of certain events of default, H&H may, after receiving the prior written approval of HUD, terminate the Woodland Credit Facility and all amounts under the Woodland Credit Facility will become immediately due and payable. In connection with entering into the Woodland Credit Facility, Woodland entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Georgetown and Sumter Valley On September 29, 2016, the Company closed a HUD-guaranteed financing with Midland State Bank (the "Georgetown HUD Credit Facility") in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. On December 14, 2016, the Company refinanced the Sumter Credit Facility with Key Bank (the "Sumter HUD Credit Facility") for $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. The Georgetown and Sumter HUD Credit Facilities are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Georgetown and Sumter Facilities. HUD has insured all amounts owing under the Georgetown and Sumter HUD Credit Facilities. The Georgetown and Sumter HUD Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, Midland State Bank or KeyBank may, after receiving the prior written approval of HUD, terminate the respective HUD credit facility and all amounts under the respective HUD credit facility will become immediately due and payable. In connection with entering into the Mt. Kenn Credit Facility, Georgetown HC&R Property Holdings, LLC ("Georgetown") and Sumter Valley Property Holdings, LLC ("Sumter") each entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Senior Debt-Guaranteed by SBA Stone County In June 2012, Mt. V Property Holdings, LLC, a wholly owned subsidiary of AdCare, entered into a loan agreement with the Economic Development Corporation of Fulton County (the "CDC"), an economic development corporation working with the SBA, in the amount of $1.3 million . The CDC loan is payable in equal monthly installments of principal and interest based on a twenty year amortization schedule. The CDC loan may be prepaid, subject to prepayment premiums, during the first ten years. There are also annual fees associated with the CDC loan, including an SBA guarantee fee. The CDC loan is secured by a second-in-priority security deed on the Stone County Nursing and Rehabilitation facility and guarantees from AdCare, the SBA and a wholly owned subsidiary of AdCare. On October 6, 2016, the debt was repaid with a portion of the proceeds from the sale of the Arkansas Facilities. Other Senior Debt-Guaranteed by SBA For two facilities, the Company has two term loans insured 75% by the SBA with a financial institution. The notes mature at various dates starting in 2031 through 2036. For further information refer to the Other Senior Debt-Guaranteed by SBA detail debt table above. Senior Debt-Bonds Eaglewood Village Bonds In April 2012, a wholly-owned subsidiary of the Company entered into a loan agreement with the City of Springfield, Ohio pursuant to which City of Springfield lent to such subsidiary the proceeds from the sale of City of Springfield's Series 2012 Bonds. The Series 2012 Bonds consist of $6.6 million in Series 2012A First Mortgage Revenue Bonds and $0.6 million in Taxable Series 2012B First Mortgage Revenue Bonds. The bonds are secured by the Company's assisted living facility located in Springfield, Ohio known as Eaglewood Village and guaranteed by AdCare. There is an original issue discount of $0.3 million related to this loan. Riverchase Riverchase Village ADK, LLC (“Riverchase”), a consolidated VIE of the Company, financed its acquisition of the Riverchase Village facility, an assisted living facility located in Hoover, Alabama, using the proceeds of revenue bonds (the “Riverchase Bonds”) issued in two series by the Medical Clinical Board of the City of Hoover in the State of Alabama, as to which the Company was a guarantor. The Series 2010A portion of the Riverchase Bonds of $5.8 million was scheduled to mature on June 1, 2039. The Series 2010B portion of $0.5 million was scheduled to mature serially beginning on June 1, 2012 through June 1, 2017. Any early redemption after May 31, 2015 is at a redemption price of 100% of the principal amount plus accrued interest. The Riverchase Bonds paid interest at a weighted average effective interest rate of 7.9% . On November 20, 2015, Riverchase completed the previously announced sale to an unrelated third party of the Riverchase Village facility for a purchase price (as subsequently amended) of $6.9 million . In connection with the sale of the Riverchase Village facility: (i) the Riverchase Bonds were repaid in full; and (ii) the Company was released from its guaranty of Riverchase’s obligations thereunder. Senior Debt-Other Mortgage Indebtedness Bentonville, Heritage Park and River Valley On May 1, 2015, certain wholly-owned subsidiaries of the Company (collectively, the “Benton Borrower Group”), entered into a Loan Modification Agreement with PrivateBank, which modified that certain Loan Agreement, dated September 1, 2011, as amended, between the Benton Borrower Group and PrivateBank (the "Bentonville, Heritage Park and River Valley Credit Facility"). The Loan Modification, among other things: (i) provided for PrivateBank's consent to the sublease of the Company’s Heritage Park Nursing Center to an affiliate of Aria; and (ii) amended the minimum EBITDA covenant described in the Bentonville, Heritage Park and River Valley Credit Facility to (a) reflect a new facility operator, and (b) change the minimum EBITDA covenant to a “Minimum EBITDAR/Management Fee” covenant, which modifies minimum EBITDAR to take into account management fees equal to the greater of the operator’s actual management fees for such period or imputed management fees equal to 5% of such operator’s gross income for such period, as determined in accordance with GAAP. On July 1, 2015, the Company completed the sale of its Bentonville, Arkansas skilled nursing facility consisting of 83 licensed beds for $3.4 million net of customary closing and certain real property apportionments. Net proceeds were used to repay certain mortgage indebtedness under the Bentonville, Heritage Park and River Valley Credit Facility. On October 30, 2015, Benton Borrower Group entered into a Second Modification Agreement with PrivateBank, which modified the Bentonville, Heritage Park and River Valley Credit Facility to, among other things, establish a single cash collateral account to combine and collectively share the restricted cash reserves related to the following loans: (a) the Northridge, Woodland Hills and Abington Credit Facility (as defined below); (b) the Little Rock Credit Facility (as defined below); and (c) Bentonville, Heritage Park and River Valley Credit Facility. On October 6, 2016, the debt was repaid with a portion of the proceeds from the sale of the Arkansas Facilities. Companions Specialized Care In August 2012, a wholly owned subsidiary of the Company financed the acquisition of Companions by entering into a loan agreement for $5.0 million with Contemporary (the "Contemporary Loan"). The loan was scheduled to mature in August 2015 with a required final payment of $5.0 million and paid interest at a fixed rate of 8.5% per annum. The loan is secured by Companions and guaranteed by AdCare. On August 12, 2015, a wholly owned subsidiary of the Company entered into a First Amendment with Contemporary, which modified the Contemporary Loan. Under the First Amendment: (i) the outstanding amount owing under the Contemporary Loan was reduced from $5.0 million to $3.0 million ; (ii) restricted assets related to the loan of $2.0 million were used to reduce the outstanding amount owing under the Contemporary Loan, thus eliminating all restricted assets related to the loan; and (iii) the maturity date of the Contemporary Loan was extended to November 20, 2015. On October 30, 2015, the Company completed the sale of Companions and repaid in full the outstanding balance under the Contemporary Loan. Georgetown and Sumter Valley In December 2013, the Company entered into a Note, Mortgage and Loan Agreement Modification Agreement with Metro City Bank (the "Georgetown and Sumter Valley Modification Agreement") which modified the loan agreement, dated December 31, 2012, by and between Sumter Valley Property Holdings, LLC ("Sumter"), Georgetown HC&R Property Holdings, LLC ("Georgetown") and Metro City Bank. Interest on the loan accrues on the principal balance thereof at an annual rate of 1.5% per annum plus the prime interest rate (but in no event shall the total interest be less than 5.50% per annum). The Georgetown and Sumter Valley Modification Agreement, among other things: (i) extended the maturity date from February 1, 2014 to February 1, 2015 and (ii) increased the total amount available from $6.9 million to $9.0 million . On January 30, 2015, the outstanding principal and interest of $9.0 million owed under Georgetown and Sumter Valley Modification Agreement was repaid in full. On January 30, 2015, Georgetown and Sumter, entered into a Loan Agreement (the "Georgetown and Sumter Credit Facility") with PrivateBank. The Georgetown and Sumter Credit Facility provided for a $9.3 million principal amount secured credit facility. The Georgetown and Sumter Credit Facility was secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Georgetown and Sumter Facilities. AdCare had unconditionally guaranteed all amounts owing under the Georgetown and Sumter Credit Facility. On September 29, 2016, the Company closed a HUD-guaranteed financing with Midland State Bank in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. On December 14, 2016, the Company refinanced the Sumter Credit Facility with Key Bank for $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. Little Rock Credit Facility On March 30, 2012, subsidiaries of the Company, in connection with the Company's April 2012 acquisition of three skilled nursing facilities located in Arkansas, entered into a loan agreement for $21.8 million with PrivateBank (the "Little Rock Credit Facility"). The Little Rock Credit Facility, as amended on December 28, 2012, matured in December 2016 with a required final payment of $13.7 million . The Little Rock Credit Facility accrued interest at the LIBOR rate plus 4% with a minimum rate of 6% per annum and required monthly principal payments. The Little Rock Credit Facility was secured by the three facilities and guaranteed by AdCare. The Little Rock Credit Facility was also secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Company’s Little Rock Health & Rehabilitation Center. A portion of the Little Rock Credit Facility with respect to the Northridge facility and Woodland Hills facility was paid off and refinanced with a portion of the proceeds from a new credit facility with KeyB |