Debt and Debt - Related Parties | 6. DEBT AND DEBT – RELATED PARTIES The following is a summary of the Company’s debt and debt – related parties outstanding as of December 31, 2019 and 2018: 2019 2018 Senior Secured Promissory Notes $ 1,485,000 $ 1,485,000 Senior Unsecured Promissory Notes 300,000 300,000 Senior Secured Promissory Notes - Related Parties 875,000 875,000 Fixed-Rate Mortgage Loans 22,427,949 21,049,981 Variable-Rate Mortgage Loans 4,618,006 4,618,006 Line of Credit, Senior Secured 7,230,582 7,240,183 Other Debt, Subordinated Secured 1,386,000 1,386,000 Other Debt, Subordinated Secured – Related Parties 150,000 150,000 38,472,537 37,104,170 Premium, Unamortized Discount and Debt Issuance Costs (493,353 ) (507,829 ) $ 37,979,184 $ 36,596,341 As presented in the Consolidated Balance Sheets: Debt, Net $ 36,954,184 $ 35,571,341 Debt - Related Parties, Net $ 1,025,000 $ 1,025,000 $ 37,979,184 $ 36,596,341 Corporate Senior and Senior Secured Promissory Notes From November through December 2016, the Company undertook a private offering of its 10% Senior Secured Promissory Notes. The notes are secured by all assets of the Company not serving as collateral for other notes. As of December 31, 2016, $600,000 of the notes had been issued of which $450,000 were issued to the directors of the Company or entities or persons affiliated with these directors. The notes initially bore interest at a rate of 10% payable monthly with principal and unpaid interest due at maturity, originally January 13, 2018. 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. All Series 2016 notes were retired prior to 2019. In 2017, an additional $600,000 in notes were sold and issued, of which $425,000 were to related parties. At December 31, 2017, there were an aggregate of $1.2 million outstanding in senior secured notes. The maturity date of all the senior secured notes was extended to December 31, 2018 prior to their original maturity date, $225,000 of which occurred in 2018. During 2018, among the $225,000 senior secured notes that were extended to December 31, 2018, $125,000 were to related parties. For every $1.00 in principal amount of note, investors got one warrant exercisable for one year to purchase an additional share of common stock at an exercise price of $.75 per share. The warrants have a cashless exercise provision and were valued using the Black-Scholes pricing model. The maturity date of the 1.2 million warrants issued along with the notes was extended to December 31, 2018, 225,000 warrants of which occurred in 2018. As of December 31, 2019 the Company had not renewed or repaid $125,000 in 10% notes with a maturity date of December 31, 2018, and those notes were technically in default. Subsequently, $100,000 notes were exchanged in January 2020, and $25,000 remained in default. In October 2017, the Company sold an aggregate of $300,000 in senior unsecured notes. The notes bear interest at the rate of 10% per annum and are due in October 2020. For every $1.00 in principal amount of note, investors got one warrant exercisable for one year to purchase an additional share of common stock at an exercise price of $.75 per share. The warrants have a cashless exercise provision. All notes remain outstanding as of December 31, 2019. In October 2018, the Company, through a registered broker-dealer acting as Placement Agent, undertook a private offering to accredited investors of Units, each Unit consisting of an 11% Senior Secured Note, due in three years (October 31, 2021) and one Warrant for each $1.00 in principal amount of Note exercisable for three years to purchase a share of Common Stock at an exercise price of $0.50 per share. The Company and the Placement Agent completed the Offering in December 2018 having sold an aggregate of $1,160,000 in Notes and Warrants. The net proceeds to the Company were $1,092,400, after deducting Placement Agent fees of $67,600, and issued 111,000 warrants to the Placement Agent with $21,453 of the fair value of the warrants recorded as loan cost. The Offering also included the exchange of an aggregate of $1.075 million in outstanding senior secured 10% Notes and Warrants for Units in the Offering. No proceeds were realized from the exchange and no fees were paid to the Placement Agent for such exchanges. During 2018, among the $1.075 million senior secured notes that were extended to October 31, 2021 by virtue of the exchange, $875,000 were to related parties. In January 2020 the Company exchanged $100,000 of older 10% notes for 11% Senior Secured Promissory Notes with a maturity date of October 31, 2021. Of the older notes, $25,000 remain outstanding and in default. Subsequent to December 31, 2019, the Company sold an additional $160,000 in 11% Senior Secured Notes due in 2021. The value of the warrants issued to the note holders was calculated using the Black-Scholes pricing model using the following significant assumptions: December 31, 2018 Volatility 122% - 123 % Risk-free Interest Rate 2.76% - 2.94 % Exercise Price $ 0.50 Fair Value of Common Stock $ 0.30 - $0.35 Expected Life 2.9 – 3 years The Company did not issue any warrants during the year ended December 31, 2019. During the year ended December 31, 2018, the Company issued 1,160,000 warrants with a value on the issue date estimated to be $207,025 bifurcated from the value of the note and exchanged 1,075,000 existing warrants for new ones in connection with its note offerings. As a result of the modification the Company recognized a loss on extinguishment of $248,346. As of December 31, 2019, the unamortized balance of discount on notes was $111,236, which compares to the balance of $184,013 as of December 31, 2018. Amortization expense was $72,777 and $93,138 for the years ended December 31, 2019 and December 31, 2018, respectively. Mortgage Loans and Lines of Credit Secured by Real Estate Mortgage loans and other debts such as line of credit here 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: Stated Face Principal Outstanding at Interest Maturity Property Amount December 31, 2019 December 31, 2018 Rate Date Southern Hills Retirement Center Line of Credit (1)(2) $ 7,227,074 $ 7,230,582 $ 7,119,743 4.75% Fixed June 18, 2023 Eastman Nursing Home (1)(3) 3,570,000 3,451,593 3,561,461 5.50% Fixed October 26, 2021 Goodwill Nursing Home (1)(4) 4,268,878 4,286,237 4,390,082 4.75% Fixed April 12, 2025 Warrenton Nursing Home (5) 3,768,600 3,739,942 2,287,323 3.73% Fixed July 1, 2049 Edwards Redeemer Health & Rehab (6) 2,065,804 2,074,958 2,138,128 4.75% Fixed June 29, 2021 Glen Eagle Health & Rehab (7) 3,119,214 3,083,006 2,761,250 5.50% Fixed May 25, 2021 Glen Eagle Health & Rehab Line of Credit (1)(7) 400,000 - 120,440 6.50% Fixed September 30, 2019 Providence of Sparta Nursing Home (8) 3,039,300 2,923,013 2,975,337 3.88% Fixed November 1, 2047 Meadowview Healthcare Center (9) 3,000,000 2,869,200 2,936,400 6.00% Fixed October 30, 2022 GL Nursing Home (10) 5,000,000 4,618,006 4,618,006 Prime Plus 1.50%/ 5.75% Floor August 3, 2037 $ 34,276,537 $ 32,908,170 (1) Mortgage loans are non-recourse to the Company except for (i) the senior loan held by ServisFirst Bank on Meadowview (Ohio), (ii) the loans held by Colony Bank on Eastman and Glen Eagle, and (iii) the Southern Hills line of credit and Goodwill loan owed to Southern Bank (formerly First Commercial Bank). (2) On October 31, 2017, the Company, through its wholly-owned subsidiaries Southern Tulsa, LLC and Southern Tulsa TLC, LLC, as Co-Borrowers, consummated a new Line of Credit with Southern Bank (formerly First Commercial Bank) pursuant to a Promissory Note in the principal amount of $7,229,052 (the “Line of Credit”). Under the Line of Credit, the Company refinanced the prior mortgage on its skilled nursing facility in Tulsa for $1,546,801, funded open market and tender offer purchases of its Industrial Revenue Bonds covering the ALF and ILF as well as provided working capital for improvements to the ALF and ILF. As of December 31, 2019, a total of $7,230,582 was drawn under the Line of Credit, and as of December 31, 2018, a total of $7,119,743 was drawn under the Line of Credit. The interest rate on the Line of Credit increased from 5.25% to 5.75% effective April 28, 2019 and subsequently was changed to 4.75%. Monthly payments of interest began on November 30, 2017 and continue until the Promissory Note is paid in full on the Maturity Date. The Maturity Date was been extended multiple times in three month increments initially from April 30, 2018 to May 5, 2020, and subsequently to June 18, 2023 with a principal amount of $7,227,074. The Credit Note is secured by a First Mortgage and Assignment of Rents on Real Property for Southern Hills Rehabilitation Center, a Junior Lien and Assignment of Rents on Real Property for its Southern Hills Independent Living Facility location and a Junior Lien on Real Property for its Southern Hills Assisted Living Facility location. With the retirement of the Tulsa Industrial Authority Bonds effective November 1, 2018, Southern Bank (formerly First Commercial Bank) moved into a senior position on the ALF and ILF properties. (3) The loan at Eastman was renewed on November 26, 2018 with the maturity extended to October 26, 2021. (4) The maturity for the loan at Goodwill Nursing was extended to April 12, 2025 in June 2020. (5) The original loan was extended on January 19, 2019 to January 20, 2020 and the Company capitalized $8,885 in loan costs paid. The loan was subsequently refinanced in June 2019. The Company has incurred $156,671 in unamortized loan costs to refinance this debt with another lender. The refinance was treated as debt extinguishment, with a new maturity date of July 1, 2049 and an interest rate of 3.73%. For the year ended December 31, 2019, amortization expense related to loan costs of the prior loan totaled $8,885 and amortization expense related to loan costs for the new loan, which began in July 2019, totaled $2,176. (6) The maturity for the loan at Edwards Redeemer was extended to June 29, 2021 in June 2020. (7) Amortization expense related to loan costs of this loan totaled $874 for the year ended December 31, 2019. Amortizing payments began in January 2019. In June 2018 the Company converted the original note to a fixed note which qualified as debt extinguishment, unamortized debt discount on the original note was expensed as a loss on extinguishment of $27,794. In April 2018, the Company capitalized $22,800 in fees and interest and added it to principal. The Company is subject to financial covenants and customary affirmative and negative covenants, including compliance with the covenants of all other notes and bonds. As of December 31, 2019, the Company was not in compliance with some unrelated notes and bonds, which is considered to be a technical Event of Default as defined in the note agreement, but the Company believes that it is in good standing with the Lender. In October 2018 the Lender extended the Company a line of credit with a limit of $200,365 to provide working capital to scale operations at the facility. As of December 31, 2018 the Company had drawn $120,440 on the line. The line of credit was expanded in February 2019 to $400,000 with a maturity date of September 30, 2019. Prior to September 30, 2019, the Company had drawn $400,000 on the line which was subsequently merged into the amortizing note due May 25, 2021. (8) The senior debt and subordinated debt owed in relation to Providence of Sparta was refinanced into a single senior HUD note during 2017. Amortization expense related to loan costs totaled $4,984 for the year ended December 31, 2019. (9) Amortization expense related to loan costs of this loan totaled $9,303 for the year ended December 31, 2019. The Company is subject to financial covenants and customary affirmative and negative covenants, including compliance with the covenants of all other notes and bonds. As of December 31, 2019, the Company was not in compliance with some unrelated notes and bonds, which is considered to be a technical Event of Default as defined in the note agreement, but the Company believes that it is in good standing with the Lender. (10) The mortgage loan collateralized by the GL 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, 2019, 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. The Company is also delinquent in installment payments due under the mortgage. Remedies available to the lender in the event of a continuing Event of Default, at its option, include, but are not 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 been notified by the lender regarding the Events of Default. Guarantors under the mortgage loan include Christopher Brogdon. With our consent, Mr. Brogdon has assumed operations of the facility and is dealing with the lender. 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 During the year ended December 31, 2018 the Company undertook six tender offers with funds from the First Commercial Line of Credit to purchase bonds from note holders, retiring $608,000 bonds for $509,479 and recording a corresponding gain on settlement of debt of $98,521. On November 1, 2018, the Company called and retired these bonds with $4,560,010 of proceeds from the First Commercial Line of Credit in place at the Southern Hills Retirement Center, recognized a net loss on debt settlement of $383,514, and paid $559,158 cash for bond retirement and accrued interest. Subordinated, Corporate, and Other Debt Other debt due at December 31, 2019 and 2018 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 Stated Maturity Property Amount December 31, 2019 December 31, 2018 Rate Date Goodwill Nursing Home $ 2,180,000 $ 1,536,000 $ 1,536,000 13% (1) December 31, 2019 (1) 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, the investors holding the subordinated debt executed an Agreement Among Lenders pursuant to which they (i) agreed to waive any and all equity ratchets and (ii) agreed to extend the maturity date of the subordinated debt to June 30, 2017. In exchange, Goodwill Hunting agreed to pay the investors an additional one-time premium equal to 5% of the principal amount of the individual note at such time as the note is repaid. Effective May 3, 2017, we entered into an Allonge and Modification Agreement with the Goodwill investors pursuant to which they agreed to (i) waive all accrued interest through December 31, 2017, (ii) reduce interest rate to 13% beginning January 1, 2018 and (iii) extend the maturity date of the notes to December 31, 2019. In exchange, the Company agreed that upon repayment of the notes, the investors would be entitled to a one-time premium payment in the amount of 15% of the principal balance of the notes. Of the $1,536,000 outstanding, $150,000 is owed to related parties. The Company has not repaid or renewed the note subsequent to December 31, 2019 and it is technically in default. For the years ended December 31, 2019 and 2018, the Company received proceeds from the issuance of debt of $1,801,718 and $2,053,384, respectively. Cash payments on debt totaled $538,534 and $465,704 for the years ended December 31, 2019 and 2018, respectively. Our corporate debt at December 31, 2019 and December 31, 2018 includes unsecured notes and notes secured by all assets of the Company not serving as collateral for other notes. Principal Outstanding at Stated Series Face Amount December 31, December 31, Interest Maturity Date 10% Senior Secured Promissory Note (1) $ 25,000 $ 25,000 $ 125,000 10.0% Fixed December 31, 2018 10% Senior Unsecured Promissory Notes 300,000 300,000 300,000 10.0% Fixed October 31, 2020 11% Senior Secured Promissory Notes (1) 1,460,000 1,460,000 1,360,000 11.0% Fixed October 31, 2021 11% Senior Secured Promissory Notes- Related Party 875,000 875,000 875,000 11.0% Fixed October 31, 2021 $ 2,660,000 $ 2,660,000 As of December 31, 2019, the Company had not renewed or repaid $25,000 in 10% Senior Secured Promissory Notes with a maturity date of December 31, 2018, and those notes were technically in default. Subsequent to December 31, 2019 the Company exchanged $100,000 of the 10% Senior Secured Promissory Notes for 11% Senior Secured Promissory Notes with a maturity date of October 31, 2021. Future maturities and principal payments of all notes and bonds payable listed above for the next five years and thereafter are as follows: Years 2020 $ 26,271,344 (1) 2021 5,803,431 2022 140,332 2023 145,757 2024 151,391 2025 and after 5,960,282 $ 38,472,537 (1) Any note or bond that is not in compliance with all financial and non-financial covenants is considered to have an immediate maturity, including those that require compliance with covenants on any and all other notes. The notes secured by the facilities at GL Nursing Home, Meadowview and Abbeville have such covenants which were in technical non-compliance at December 31, 2019, but the Company believes that its relationships with these lenders is good. |