Debt and Debt - Related Parties | 8. DEBT AND DEBT – RELATED PARTIES The following is a summary of the Company’s debt and debt – related parties outstanding as of December 31, 2016 and 2015: 2016 2015 Convertible Notes Payable $ 3,200,000 $ 3,200,000 Senior Secured Promissory Notes 150,000 - Senior Secured Promissory Notes – Related Parties 450,000 - Fixed-Rate Mortgage Loans 14,666,206 14,461,421 Variable-Rate Mortgage Loans 6,273,129 8,050,043 Bonds Payable 5,640,000 5,700,000 Other Debt 2,394,000 5,105,000 32,773,335 36,516,464 Unamortized Discount and Debt Issuance Costs (735,904 ) (700,692 ) $ 32,037,431 $ 35,815,772 As presented in the Consolidated Balance Sheets: Debt, Net $ 31,662,724 $ 35,815,772 Debt – Related Parties, Net 374,707 - $ 32,037,431 $ 35,815,772 Convertible Notes Payable 6.5% Notes Due September, 2017 On September 26, 2014, the Company completed a private offering of its 6.5% Senior Secured Convertible Promissory Notes in the amount of $3,200,000. The Notes can be called for redemption at the option of the Company at any time (i) after September 15, 2015 but prior to September 15, 2016 at an early redemption price equal to 103% of the face amount of the Notes, plus accrued and unpaid interest, or (ii) any time after September 15, 2016 but prior to September 15, 2017 at an early redemption price equal to 102% of the face amount of the Notes, plus accrued and unpaid interest. Each Note is convertible at the option of the holder into shares of common stock of the Company at a conversion price of $1.37 per share, which exceeded fair value of the common stock at the time of issuance. The Notes will automatically convert into common stock at the conversion price in the event (i) there exists a public market for the Company’s common stock, (ii) the closing price of the common stock in the principal trading market has been $2.00 per share or higher for the preceding ten (10) trading days, and (iii) either (A) there is an effective registration statement registering for resale under the Securities Act of 1933, as amended, the conversion shares or (B) the conversion shares are eligible to be resold by non-affiliates of the Company without restriction under Rule 144 of the Securities Act. At the time of issuance and based on the Company’s common stock trading activity, the Company determined that no beneficial conversion feature was associated with the Notes. As of December 31, 2016 and 2015, none of the Notes have been converted into common stock. The Notes are secured by a senior mortgage on the Meadowview Healthcare Center located in Seville, Ohio. Senior Secured Promissory Notes From November through December 2016, the Company commenced a private offering of its 10% Senior Secured Promissory Notes in the aggregate amount up to $1,000,000, on a best efforts basis. As of December 31, 2016, $600,000 of the notes have been issued of which $450,000 were issued to directors of the Company or entities or persons related to these directors. The notes bear interest at a rate of 10% payable monthly with principal and unpaid interest due at maturity on January 13, 2018 . The notes are secured by all assets of the Company not serving as collateral for other notes. The notes were issued with warrants to purchase 600,000 shares of common stock at an exercise price of $0.75 per share. The warrants have a cashless exercise provision. The value of the warrants issued to the note holders was calculated using the Black-Scholes pricing model using the following weighted average assumptions: stock price on date of measurement - $0.44, expected volatility – 139.1%, contractual term – 1 year, risk free interest rate – 0.87%, and expected dividend yield – 0.00%. The total value of the warrants on the issue date was estimated to be $102,280 and was bifurcated from the value of the note. The corresponding note discount is being amortized over the life of the note using the straight-line method. The unamortized balance of the discount on the note was $95,873 as of December 31, 2016 with $6,407 recorded as amortization expense during 2016. Mortgage Loans Mortgage loans are collateralized by all assets of each nursing home property and an assignment of its rents. Collateral for certain mortgage loans includes the personal guarantee of Christopher Brogdon. Mortgage loans for the periods presented consisted of the following: Principal Outstanding at Stated Face December 31, Interest Maturity Property Amount 2016 2015 Rate Date Middle Georgia Nursing Home (1) $ 4,200,000 $ 3,742,706 $ 3,849,678 5.50% Fixed October 4, 2018 Goodwill Nursing Home (1) 4,976,316 4,520,816 4,577,047 5.50% Fixed March 19, 2020 Goodwill Nursing Home (3) 80,193 80,193 - 5.50% Fixed June 12, 2018 Warrenton Nursing Home 2,720,000 2,476,109 2,562,765 5.00% Fixed December 20, 2018 Edward Redeemer Health & Rehab 2,303,815 2,268,096 2,249,772 5.50% Fixed January 16, 2020 Southern Hills Retirement Center 1,750,000 1,578,286 1,222,159 4.75% Fixed November 10, 2017 Providence of Sparta Nursing Home 1,725,000 1,655,123 1,686,506 Prime Plus 0.50%/ 6.00% Floor September 26, 2017 Providence of Greene Point Healthcare Center 1,725,000 - 1,692,000 Prime Plus 0.50%/ 6.00% Floor Repaid on June 20, 2016 Golden Years Manor Nursing Home (2) 5,000,000 4,618,006 4,671,537 Prime Plus 1.50%/ 5.75% Floor August 3, 2037 $ 20,939,335 $ 22,511,464 (1) Mortgage loans are non-recourse to the Company except for the Southern Hills line of credit owed to First United Bank. (2) Effective September 19, 2016, we executed a Modification to the mortgage note pursuant to which some accrued payments were deferred and the lender agreed to permit interest only payments through March 2017. The mortgage loan collateralized by the Golden Years Manor Nursing Home is 80% guaranteed by the USDA and requires an annual renewal fee payable in the amount of 0.25% of the USDA guaranteed portion of the outstanding principal balance as of December 31 of each year. The Company is subject to financial covenants and customary affirmative and negative covenants. As of December 31, 2016, the Company was not in compliance with certain of these financial and non-financial covenants which is considered to be a technical Event of Default as defined in the note agreement. Remedies available to the lender in the event of a continuing Event of Default, at its option, include, but are necessarily limited to the following (1) lender may declare the principal and all accrued interest on the note due and payable; and (2) lender may exercise additional rights and remedies under the note agreement to include taking possession of the collateral or seeking satisfaction from the guarantors. The Company has not been notified by the lender regarding the exercise of any remedies available. Guarantors under the mortgage loan are Christopher Brogdon and GLN Investors, LLC, in which the Company owns a 100% membership interest. (3) The $80,193 debt at Goodwill Nursing Home was incurred to pay off accrued interest on the original primary note. Other mortgage loans contain non-financial covenants, including reporting obligations, with which the Company has not complied in some instances in an untimely manner. These mortgage loans are technically in default.. Bonds Payable – Tulsa County Industrial Authority On March 1, 2014, Southern Tulsa, LLC (Southern Tulsa), a subsidiary of WPF that owns the Southern Hills Retirement Center, entered into a loan agreement with the Tulsa County Industrial Authority (Authority) in the State of Oklahoma pursuant to which the Authority lent to Southern Tulsa the proceeds from the sale of the Authority’s Series 2014 Bonds. The Series 2014 Bonds consist of $5,075,000 in Series 2014A First Mortgage Revenue Bonds and $565,000 in Series 2014B Taxable First Mortgage Revenue Bonds. The Series 2014 Bonds were issued pursuant to a March 1, 2014 Indenture of Trust between the Authority and the Bank of Oklahoma. $4,325,000 of the Series 2014A Bonds mature on March 1, 2044 and accrue interest at a fixed rate of 7.75% per annum. The remaining $750,000 of the Series 2014A Bonds mature on various dates through final maturity on March 1, 2029 and accrue interest at a fixed rate of 7.0% per annum. The Series 2014B Bonds mature on March 1, 2023 and accrue interest at a fixed rate of 8.5% per annum. The debt is secured by a first mortgage lien on the independent living units and assisted living facility (facilities), an assignment of the facilities’ leases, a first lien on all personal property located in the facilities, and a guarantee by the Company. Deferred loan costs incurred of $478,950 and an original issue discount of $78,140 related to the loan are amortized to interest expense over the life of the loan. Amortization expense related to deferred loan costs totaled $23,558 in 2016 and $28,190 in 2015. Amortization expense related to the original issue discount totaled $4,248 in 2016 and $2,612 in 2015. The loan agreement includes certain financial covenants required to be maintained by the Company, which were in not in compliance as of December 31, 2016. As of December 31, 2016 and 2015, restricted cash of $580,747 and $541,835, respectively are related to the bonds. Other Debt Other debt due at December 31, 2016 and 2015 includes unsecured notes payable issued to entities controlled by the Company used to facilitate the acquisition of the nursing home properties. Face Principal Outstanding at December 31, Stated Interest Maturity Property Amount 2016 2015 Rate Date Goodwill Nursing Home 2,180,000 $ 1,344,000 $ 1,280,000 17.0 % (1) June 30, 2017 (2) Providence of Sparta Nursing Home 1,050,000 1,050,000 1,050,000 10.0% Fixed December 31, 2017 (3) Providence of Greene Point Healthcare Center 1,150,000 - 1,125,000 10.0% Fixed Repaid on October 1, 2016 (5) Golden Years Manor Nursing Home 1,650,000 - 1,650,000 11.0% Fixed April 1, 2016 (4) $ 2,394,000 $ 5,105,000 (1) As of December 31, 2016, the income from the Goodwill facility was insufficient to cover debt service for the subordinated debt for the facility. The debt is accruing interest at the default rate but not currently being paid. We are in discussions with the lenders to restructure the accrued interest into a new note to be amortized through future payments. The Company has entered into a new ten year operating lease covering the facility which became effective in February, 2017 with the new operator having obtained all licenses, permits and other regulatory approval necessary to recertify and reopen the facility. After receiving regulatory approvals, the lease operator invested approximately $2.0 million in capital improvements in the property. The facility has been relicensed and began taking patients in December 2016 and is currently building census. (2) The subordinated note on Goodwill matured on July 1, 2015. Investors in the Goodwill note were entitled to an additional 5% equity in Goodwill Hunting, LLC every six months if the note is not paid when due. Effective December 31, 2015, all of the holders of the Goodwill subordinated note executed an Agreement Among Lenders pursuant to which they (i) waived all equity ratchets and (ii) extended the maturity date of their notes to June 30, 2017. In exchange, Goodwill Hunting LLC agreed to pay the investors a one-time premium equal to 5% of the principal amount of each individual note (approximately $64,000) as such time as the note is repaid. For the year ended December 31, 2016, a premium of $64,000 has been recognized into earnings. The subordinated note on Sparta matured on August 1, 2016. Investors in the Sparta note are entitled to an additional 5% equity in Providence HR, LLC every six months if the note is not paid when due. The Company is negotiating with these investors to purchase their residual equity interests in exchange for shares of common stock. There can be no assurance that these negotiations will be successful. (3) We have applied to refinance the senior and subordinated debt at Sparta with a new HUD loan. To accommodate that application, in March 2017 the investors in Providence HR Investors, LLC, the holder of the subordinated debt, entered into a Forbearance Agreement pursuant to which the agreed to (i) waive the equity ratchet they were entitled to due to our failure to repay the debt on or before the maturity date (ii) waive the accrual of default interest and (iii) extend the maturity date of the subordinated debt to December 31, 2017. (4) Effective September 23, 2016, the Company exchanged 1,350,000 shares of common stock, at $0.36 per share, for an unsecured note payable with a principal balance of $1,550,000 and unpaid interest of $99,458. The transaction was accounted for as a debt extinguishment with a gain on extinguishment of debt in the amount of $1,163,458 recorded in the consolidated statement of operations for the year ended December 31, 2016. During the year ended December 31, 2016, principal in the amount of $100,000 was forgiven resulting in a gain on forgiveness of debt which has been recognized in the consolidated statements of operations. (5) The subordinated note on Greene Point matured on October 1, 2015. Investors in the Greene Point note were entitled to an additional 5% equity in Wash/Greene, LLC, the entity that owns the facility, every six months if the note is not paid when due. Effective December 31, 2015, all of the holders of the Wash/Greene subordinated note executed an Agreement Among Lenders pursuant to which they (i) waived all equity ratchets and (ii) extended the maturity date of their notes to June 30, 2017. In exchange, Wash/Greene LLC agreed to pay the investors a one-time premium equal to 5% of the principal amount of each individual note (approximately $56,000) as such time as the note is repaid. The note was repaid on October 1, 2016. For the years ended December 31, 2016 and 2015, the Company received proceeds from the issuance of debt of $600,000 and $2,566,854, respectively. Cash payments on debt totaled $1,701,416 and $2,937,880 for the years ended December 31, 2016 and 2015, respectively. Future maturities of all notes and bonds payable listed above for the next five years and thereafter are as follows: Years 2017 $ 22,464,438 2018 3,837,549 2019 181,000 2020 6,290,348 2021 - 2022 and after - $ 32,773,335 |