Debt | Note 4. Debt The Company’s outstanding debt is summarized as follows: Loan June 30, 2022 December 31, 2021 Interest Maturity Fayetteville JPM mortgage loan (1) $ 29,500,000 $ 29,500,000 4.20 % 7/1/2024 Freddie Mac Utah loans (2) 45,393,290 45,751,350 5.06 % 2/23/2028 Freddie Mac Courtyard loan (3) 63,200,000 63,200,000 4.86 % 9/1/2028 Utah Bridge Loan (4) — 4,985,595 N/A 4/30/2023 Courtyard Initial Bridge Loan (4) 26,616,550 27,000,000 5.69 % 4/30/2023 Courtyard Delayed Draw Commitment (4) — 11,980,955 N/A 4/30/2023 Debt issuance costs, net ( 1,101,872 ) ( 1,292,034 ) Debt, net 163,607,968 181,125,866 Tallahassee Nationwide mortgage loan (5) — 23,500,000 3.84 % 10/1/2024 Debt issuance costs held for sale, net — ( 135,513 ) Debt related to real estate held for sale, net — 23,364,487 Total debt, net $ 163,607,968 $ 204,490,353 (1) Fixed rate debt with interest only payments due monthly and the principal balance due upon maturity. (2) Represents the aggregate of three separate mortgage loans for the three senior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the first two years (through March 2020), then principal and interest on a 30 -year amortization schedule thereafter. (3) Fixed rate debt with interest only payments due monthly for the first four years (through October 2022), then principal and interest on a 30 -year amortization schedule thereafter. (4) The variable rate reflected in the table was the rate in effect as of June 30, 2022. On January 6, 2022, in conjunction with the sale of the Tallahassee property, we repaid $ 17 million of the KeyBank Bridge loans, repaying the Utah Bridge Loan and the Courtyard Delayed Draw Commitment. (5) On January 6, 2022, in connection with the sale of the Tallahassee property, the entire principal balance of the Nationwide mortgage loan totaling $ 23.5 million was repaid and terminated in accordance with the terms of the loan. Fayetteville JPM Mortgage Loan On June 28, 2017, we, through our Operating Partnership and a property-owning special purpose entity (the “JPM Borrower”) wholly-owned by our Operating Partnership, entered into a $ 29.5 million mortgage loan (the “JPM Mortgage Loan”) with Insurance Strategy Funding IX, LLC (the “JPM Lender”) for the purpose of funding a portion of the purchase price for the Fayetteville Property. The JPM Mortgage Loan has a term of seven years and requires payments of interest only for such period, with the principal balance due upon maturity ( July 1, 2024 ). The JPM Mortgage Loan bears interest at a fixed rate of 4.20 %. The JPM Mortgage Loan may be prepaid at any time, upon 30 days’ written notice, in whole but not in part, subject to payment of a prepayment penalty. If the prepayment occurs during the last 90 days of the term of the loan, no prepayment penalty will be required. We and H. Michael Schwartz, our Chairman of the board and a director (our “Chairman”), serve as non-recourse guarantors pursuant to the terms and conditions of the JPM Mortgage Loan. The non-recourse guaranty of our Chairman will expire, upon request, and be of no further force and effect at such time as we have: (1) a net worth (as defined in the agreement) equal to or greater than $ 40 million; and (2) liquidity (as defined in the agreement) equal to or greater than $ 3 million. Once the non-recourse guaranty of our Chairman expires, the net worth and liquidity standards under the JPM Mortgage Loan will be ongoing for the remainder of the term of the JPM Mortgage Loan. The JPM Mortgage Loan contains a number of other customary terms and covenants. The JPM Borrower maintains separate books and records and its separate assets and credit (including the Fayetteville Property) are not available to pay our other debts. Tallahassee Nationwide Mortgage Loan On September 28, 2017, we, through a property-owning special purpose entity (the “Nationwide Borrower”) wholly-owned by our Operating Partnership, entered into a $ 23.5 million loan (the “Nationwide Loan”) with Nationwide Life Insurance Company (“Nationwide”) for the purpose of funding a portion of the purchase price for the Tallahassee Property. The Nationwide Loan is secured by a first mortgage on the Tallahassee Property. The Nationwide Loan was scheduled to mature on October 1, 2024 and required payments of interest only for such period, with the principal balance due upon maturity. The Nationwide Loan bore interest at a fixed rate of 3.84 %. We served as non-recourse guarantor pursuant to the terms and conditions of the Nationwide Loan. On January 6, 2022, in connection with the sale of the Tallahassee property, the entire principal balance of the Nationwide mortgage loan, totaling $ 23.5 million was repaid and terminated in accordance with the terms of the loan. Freddie Mac Utah Loans On February 23, 2018, we, through three property-owning special purpose entities wholly-owned by us (the “Freddie Mac Borrowers”), entered into three separate mortgage loans for an aggregate amount of $ 46.9 million (the “Freddie Mac Utah Loans”) with KeyBank National Association as a Freddie Mac Multifamily Approved Seller/Servicer (the “Freddie Mac Lender”) for the purpose of funding a portion of the aggregate purchase price for the three properties we acquired: (Wellington, Cottonwood Creek, and Charleston). The Freddie Mac Utah Loans have a term of 10 years, with the first two years being interest only and a 30 -year amortization schedule thereafter, and bear interest at a fixed rate of 5.06 %. The Freddie Mac Utah Loans are cross-collateralized and cross-defaulted with each other such that a default under one loan would cause a default under the other Freddie Mac Utah Loans. The loans also contain a number of other customary representations, warranties, borrowing conditions, events of default, affirmative, negative and financial covenants, reserve requirements and other agreements, such as restrictions on our ability to prepay or defease the loans. The Freddie Mac Borrowers maintain separate books and records and their separate assets and credit (including the Wellington, Cottonwood Creek, and Charleston properties) are not available to pay our other debts. Each Freddie Mac Utah Loan is secured under a multifamily deed of trust, assignment of rents and security agreement from the respective Freddie Mac Borrower in favor of the Freddie Mac Lender, granting a first priority mortgage on the respective property in favor of the Freddie Mac Lender. We serve as non-recourse guarantors pursuant to the terms and conditions of the Freddie Mac Utah Loans. During the term of the Freddie Mac Utah Loans, we are required to maintain a net worth equal to or greater than $ 15 million and an initial liquidity requirement equal to or greater than $ 4.8 million. Once the Utah Bridge Loan (defined below) is paid in full, the liquidity requirement will be reduced to $ 3 million. On January 6, 2022, in conjunction with the sale of the Tallahassee property, the Utah Bridge Loan was paid in full and the liquidity requirement on the Freddie Mac Utah Loan was reduced to $ 3 million. One of the property-owning special purpose entities noted above that owns Cottonwood Creek (the “Cottonwood Borrower”), entered into a mortgage loan in the principal amount of approximately $ 9.3 million (the “Freddie Mac Cottonwood Loan”) which is included in the Freddie Mac Utah Loans. Operations at Cottonwood Creek have been negatively impacted by the ongoing global COVID-19 pandemic. In light of these conditions, on May 12, 2020, the Cottonwood Borrower entered into a forbearance agreement (the “Forbearance Agreement”) with Midland Loan Services, a division of PNC Bank National Association, and KeyBank National Association (each a “Servicer” and collectively, the “Servicers”) in connection with the Freddie Mac Cottonwood Loan. Pursuant to the Forbearance Agreement, the Servicers agreed to a forbearance of three consecutive monthly installments of principal, interest, and certain deposits otherwise due (the “Forbearance Amount”), effective with the monthly installment due on May 1, 2020. The Forbearance Amount was repaid without additional interest or prepayment premiums in 12 equal monthly installments, remitted together with each regularly scheduled monthly installment which commenced on August 1, 2020 and concluded in August 2021. Freddie Mac Courtyard Loan On August 31, 2018, we, through a property-owning special purpose entity (the “Freddie Mac Courtyard Borrower”) wholly owned by our Operating Partnership, entered into a mortgage loan of $ 63.2 million (the “ Freddie Mac Courtyard Loan”) with KeyBank as a Freddie Mac Lender for the purpose of funding a portion of the purchase price of the senior housing property (the “Courtyard Property”) we acquired. The Freddie Mac Courtyard Loan has a term of 10 years, with the first four years being interest only and a 30 -year amortization schedule thereafter, and bears interest at a fixed rate of 4.86 %. The Freddie Mac Courtyard Loan contains a number of customary representations, warranties, borrowing conditions, events of default, affirmative, negative and financial covenants, reserve requirements and other agreements, such as restrictions on our ability to prepay or defease the loans. The Freddie Mac Courtyard Borrower maintains separate books and records and its separate assets and credit (including the Courtyard Property) is not available to pay our other debts. The Freddie Mac Courtyard Loan is secured under a multifamily deed of trust, assignment of rents and security agreement from the Freddie Mac Courtyard Borrower in favor of the Freddie Mac Lender, granting a first priority mortgage in favor of the Freddie Mac Lender. We serve as non-recourse guarantors pursuant to the terms and conditions of the Freddie Mac Courtyard Loan. During the term of the Freddie Mac Courtyard Loan, we are required to maintain a net worth equal to or greater than $ 18.96 million and an initial liquidity requirement equal to or greater than $ 6.32 million. Once the Courtyard Bridge Loans are paid in full and the Memory Care Expansion (each defined further below) is complete, the liquidity requirement will be reduced to $ 4.8 million. We are able to reduce each of the foregoing liquidity requirements by an additional amount equal to the amount of the 12-month trailing cash flows of all our properties, up to a maximum reduction of $ 1.5 million. On July 22, 2020, we executed amendments to our guaranty on the Freddie Mac Courtyard Loan to reduce our minimum liquidity requirement to $ 3.0 million through December 31, 2021. On March 17, 2022, we further extended the reduced liquidity requirement through December 31, 2022. KeyBank Bridge Loans Beginning with our acquisition of the Fayetteville Property, we have entered into various loans with KeyBank National Association (“KeyBank”) in order to fund a portion of the purchase price for our acquisitions. Such loans are in addition to the particular mortgage loan used to acquire the property, and such loans are with us, through our Operating Partnership, along with our Chairman and an entity controlled by him (the “Initial KeyBank Bridge Borrowers”). As described below, on March 29, 2019, our Sponsor was added as an additional borrower under the Utah Bridge Loan and the Courtyard Bridge Loans (collectively with the Initial KeyBank Bridge Borrowers, the “KeyBank Bridge Borrowers”). See below for a description of the various loans with KeyBank (the “KeyBank Bridge Loans”). Utah Bridge Loan On February 23, 2018, the Initial KeyBank Bridge Borrowers and KeyBank entered into a second amended and restated credit agreement (the “Utah Bridge Loan”) in which the Initial KeyBank Bridge Borrowers borrowed $ 24.5 million for the purpose of funding a portion of the aggregate purchase price for the Wellington, Cottonwood Creek, and Charleston properties. We guaranteed full repayment of the Utah Bridge Loan. The Utah Bridge Loan was scheduled to mature on February 23, 2019 , but was extended, based on its terms to August 23, 2019 upon the payment of a fee equal to 0.50 % of the outstanding principal balance of the loan at the time of the extension. On March 29, 2019, we amended the Utah Bridge Loan such that (i) the loan maturity date was extended to April 30, 2020 , (ii) our Sponsor became an additional borrower, (iii) the collateral was amended to include a pledge of equity interests owned by subsidiaries of our Sponsor in certain entities, as set forth in separate pledge agreements and (iv) certain of the covenants and restrictions were revised accordingly. On November 13, 2020, we entered into an amendment to the KeyBank Bridge Loans (the “Fifth Amendment”), pursuant to which the loan maturity date was further extended to April 30, 2022 and certain covenants were revised. We were required to pay $ 1.0 million of the balance of the loan at signing of the Fifth Amendment, along with a fee equal to 0.50 % of the then-outstanding principal balance of the loan. Beginning in May 2021, since the balance of the KeyBank Bridge Loans had not been reduced to $20 million, we were required to start paying a monthly fee of 0.05 % of the loan balance above $20 million until such reduction was reached. Additionally, since the balance of the KeyBank Bridge Loans had not been reduced to $20 million by October 31, 2021, we were required to make principal payments of $ 50,000 per month until such reduction is reached. The interest rate on the KeyBank Bridge Loans was also now subject to a minimum LIBOR of 0.25 %. Pursuant to the Fifth Amendment, we were also required to fund a reserve comprised of six months of interest payments, which was permitted to be utilized but was generally required to be replenished. On November 9, 2021, we amended the KeyBank Bridge Loans such that the loan maturity date was further extended to April 30, 2023 . On January 6, 2022, in conjunction with the sale of the Tallahassee property, we repaid all of the outstanding principal balance of approximately $ 5.0 million on the Utah Bridge Loan. The Utah Bridge Loan bore interest at a rate of 1-month LIBOR plus 400 basis points , resulting in an interest rate of approximately 4.25 % as of December 31, 2021. As amended, the Utah Bridge Loan was secured by (i) a pledge of certain equity interests held by an entity controlled by our Chairman; (ii) a pledge of distributions and other rights with respect to the equity interests in the subsidiaries that have a fee or leasehold interest in the Wellington, Cottonwood Creek, and Charleston properties; (iii) a pledge of the proceeds from the issuance of equity interests in us and our Operating Partnership to the extent constituting collateral, including net proceeds from our Primary Offering; (iv) a pledge of the bank account in which such equity interest proceeds will be deposited; (v) a pledge of distributions received by an affiliate of our Sponsor; (vi) additional collateral, as described below under the heading “Courtyard Bridge Loans,” below; and (vii) a pledge of equity interests owned by subsidiaries of our Sponsor in certain entities (the “Utah Collateral”). The KeyBank Bridge Borrowers were required to apply 100 % of the net proceeds from certain capital events, as defined in the Utah Bridge Loan, and we were required to apply the net proceeds from the issuance of equity interests in us, including the net proceeds from our Primary Offering, to the repayment of the Utah Bridge Loan. Unless KeyBank otherwise consents, we were required to defer payment of certain fees that would otherwise be due to our Advisor and Sponsor until the Utah Bridge Loan was no longer outstanding. During the years ended December 31, 2020 and 2019, KeyBank consented to our retention of approximately $ 7.1 million of net equity offering proceeds that otherwise would have been required to pay down the Utah Bridge Loan. Additionally, pursuant to the amendment to the Utah Bridge Loan, we were restricted from paying distributions on the Preferred Units or redeeming such Preferred Units until certain requirements on the debt were met. Please see Note 5 – Preferred Equity in our Operating Partnership for detail regarding the Preferred Units. Courtyard Bridge Loans Concurrent with our entry into the Freddie Mac Courtyard Loan, the Initial KeyBank Bridge Borrowers and KeyBank entered into a first credit agreement supplement and amendment (the “Courtyard Bridge Loans”) to the Utah Bridge Loan in order to add additional tranches. Accordingly, each of the Courtyard Bridge Loans and the Utah Bridge Loan are separate loans with separate maturity dates, but they are secured by the same pool of collateral and subject to the same general restrictions, each as described above under the heading “Utah Bridge Loan” and within this section. Pursuant to the terms of the Courtyard Bridge Loans, the Utah Bridge Loan was amended to add two additional tranches: (i) an initial loan of $ 27 million (the “Courtyard Initial Loan”) and (ii) a delayed draw commitment of up to $ 14 million (the “Courtyard Delayed Draw Commitment”). The KeyBank Bridge Borrowers utilized the Courtyard Initial Loan for the purpose of funding a portion of the purchase price for the Courtyard Property. The Courtyard Delayed Draw Commitment was utilized primarily to fund the costs and expenses associated with the Memory Care Expansion. The Courtyard Property contained developable land which was developed for an additional 23 units of memory care (the “Memory Care Expansion”). On November 4, 2019, we completed construction of the Memory Care Expansion. The Courtyard Bridge Loans were scheduled to mature on August 31, 2019, but were extended, based on their terms to April 30, 2020 upon the payment of a fee equal to 0.50 % of the outstanding principal balance of the loans at the time of the extension. On February 27, 2020, we amended the Courtyard Bridge Loans such that the loan maturity date was extended to April 30, 2021 and certain of the covenants were revised accordingly. On November 13, 2020, we entered into the Fifth Amendment, pursuant to which the loan maturity date was further extended to April 30, 2022 and certain covenants were revised. We were required to pay $ 1.0 million of the balance of the loan at signing of the Fifth Amendment, along with a fee equal to 0.50 % of the then-outstanding principal balance of the loan. Beginning in May 2021, since the balance of the KeyBank Bridge Loans had not been reduced to $20 million, we were required to start paying a monthly fee of 0.05 % of the loan balance above $20 million until such reduction is reached. Additionally, since the balance of the KeyBank Bridge Loans have not been reduced to $20 million by October 31, 2021, we are required to make principal payments of $ 50,000 per month until such reduction is reached. The interest rate on the KeyBank Bridge Loans is also now subject to a minimum LIBOR of 0.25 %. Pursuant to the Fifth Amendment, we are also required to fund a reserve comprised of six months of interest payments, which may be utilized but must generally be replenished. If the KeyBank Bridge Borrowers are unable to satisfy the Courtyard Bridge Loans through the required payments or to refinance the loans prior to maturity, the Company would be obligated to repay the Courtyard Bridge Loans pursuant to its guaranty. If the Company was unable to satisfy its guaranty, KeyBank would have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the Courtyard Bridge Loans, as discussed below. On November 9, 2021, we amended the KeyBank Bridge Loans such that the loan maturity date was further extended to April 30, 2023 . On January 6, 2022, in conjunction with the sale of the Tallahassee property, we repaid all of the outstanding principal balances of approximately $ 12.0 million on the Courtyard Bridge Loans. The Courtyard Bridge Loans, similar to the Utah Bridge Loan, bore interest at a rate of 1-month LIBOR plus 400 basis points which totaled approximately 5.69 % as of June 30, 2022. Pursuant to the Courtyard Bridge Loans, the security for the Utah Bridge Loan was amended such that both loans are secured by the same pool of collateral, which now includes a pledge of distributions and other rights with respect to the equity interests in the subsidiaries that have a fee or leasehold interest in the Courtyard Property. In addition, and as described above under the heading “Utah Bridge Loan,” on March 29, 2019, we executed an amendment such that (i) our Sponsor became an additional borrower, (ii) the collateral was amended such that it is additionally comprised of a pledge of equity interests owned by subsidiaries of our Sponsor in certain entities, as set forth in separate pledge agreements and (iii) certain of the covenants and restrictions were revised accordingly. Upon the repayment of the Utah Bridge Loan, the KeyBank Bridge Borrowers must continue to apply 100 % of the net proceeds from certain capital events and we are required to apply the net proceeds from the issuance of equity interests in us, including the net proceeds from our Primary Offering, to the outstanding Courtyard Bridge Loans. Unless KeyBank otherwise consents, until the Courtyard Bridge Loans are repaid, we are required to defer payment of (i) acquisition fees otherwise payable to our Advisor and Sponsor in connection with the acquisition of the Courtyard Property and (ii) in the event of a default, asset management fees otherwise payable to our Advisor with respect to the Courtyard Property. The Courtyard Bridge Loans impose certain covenant requirements on us and the other parties to the Courtyard Bridge Loans, which, if breached, could result in an event of default under the Courtyard Bridge Loans. In connection with the foregoing, we also amended the previously executed note with KeyBank in order to evidence the Courtyard Bridge Loans, and we also entered into an Omnibus Amendment and Reaffirmation of Loan Documents, as amended on March 29, 2019 (the “Omnibus Amendment”). As a result of the Omnibus Amendment, we continue to serve as a guarantor pursuant to the terms and conditions of the Utah Bridge Loan and the Courtyard Bridge Loans. As of June 30, 2022, we were in compliance with these covenants. Paycheck Protection Program Loans On May 14, 2020, we, through a wholly-owned subsidiary of our Operating Partnership, entered into an unsecured promissory note under the Paycheck Protection Program (the “PPP”) which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On May 15, 2020, we, through three wholly-owned subsidiaries of our Operating Partnership, entered into three additional unsecured promissory notes under the PPP (such four promissory notes collectively referred to as the “PPP Loans”). Each of the PPP Loans was provided by KeyBank National Association (the “Lender”). The amount of the PPP Loans was $ 1.95 million in the aggregate. Each PPP Loan had a term of two years , accrued interest at a rate of 1.00 %, and was prepayable in whole or in part without penalty. No interest payments were due until the end of the deferral period in September 2021. After the deferral period, each PPP Loan required monthly payments of principal and interest until maturity with respect to any portion of such loan which is not forgiven pursuant to the terms of the CARES Act, as described further below. The promissory note evidencing each PPP Loan contained customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The proceeds from the PPP Loans were used primarily for payroll costs, as defined by the CARES Act. During the three months ended June 30, 2021 our applications for forgiveness for all of the PPP Loans were accepted and we recognized approximately $ 2.0 million in debt forgiveness and the related accrued interest in other income in our accompanying consolidated statements of operations. Future Principal Requirements The following table presents the future principal payment requirements on outstanding debt as of June 30, 2022: 2022 $ 710,145 2023 27,365,391 2024 31,213,629 2025 1,799,440 2026 1,900,615 2027 1,998,274 2028 and thereafter 99,722,346 Total payments 164,709,840 Debt issuance costs, net ( 1,101,872 ) Total $ 163,607,968 The KeyBank Bridge Loans c ontain certain financial covenants. As of June 30, 2022, we were in compliance with these covenants. As a result of the termination of our Primary Offering and the adverse financial impact to our properties due to the COVID-19 pandemic, we may not be in compliance with certain financial covenants in future periods. If the KeyBank Bridge Borrowers are unable to satisfy the KeyBank Bridge Loans through the required payments or to refinance the loan prior to maturity, the Company would be obligated to repay the KeyBank Bridge Loans pursuant to its guaranty. If the Company was unable to satisfy its guaranty, KeyBank would have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the KeyBank Bridge Loans, as discussed above. If necessary, we will request that our lender, KeyBank, grant covenant relief, as well as extend the maturity date of the loans. If we are unable to obtain covenant relief or extend the maturity date of the loans, we plan to seek other sources of financing with a different lender. Alternatively, we could also sell one or more of the properties we currently own to generate proceeds that could be used to satisfy these loans. |