Notes Payable and Other Debt (Tables)

6 Months Ended

Jun. 30, 2016

Schedule of Credit-Related Instruments, Out of Compliance

The table below indicates which of the Company's credit-related instruments are not in compliance as of June 30, 2016:



Credit Facility	Balance at June 30, 2016 (000's)		Subsidiary or Operator Level Covenant Requirement	Financial Covenant	Min/Max Financial Covenant Required		Financial Covenant Metric Achieved			Future Financial Covenant Metric Required
PrivateBank - Mortgage Note - Little Rock HC&R Nursing, LLC	$	9,844	Operator	Minimum Operator EBITDAR (000s)	$	450	$	212	(a)	$	450

^(a)Waiver for violation of covenant obtained.

Schedule of notes payable and other debt

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)		June 30, 2016		December 31, 2015
Senior debt - guaranteed by HUD
The Pavilion Care Center		Red Mortgage	12/01/2027	Fixed	4.16%	$	1,484	$	1,534
Hearth and Care of Greenfield		Red Mortgage	08/01/2038	Fixed	4.20%	2,221		2,251
Woodland Manor		Heartland Bank	10/01/2044	Fixed	3.75%	5,502		5,556
Glenvue		Heartland Bank	10/01/2044	Fixed	3.75%	8,543		8,628
Autumn Breeze		KeyBank	01/01/2045	Fixed	3.65%	7,428		7,500
	Total					$	25,178	$	25,469
Senior debt - guaranteed by USDA
Attalla		Metro City	09/30/2035	Prime + 1.50%	5.50%	$	7,296	$	7,400
Coosa		Metro City	09/30/2035	Prime + 1.50%	5.50%	6,578		6,671
Mountain Trace		Community B&T	01/24/2036	Prime + 1.75%	5.75%	4,448		4,507
Southland		Bank of Atlanta	07/27/2036	Prime + 1.50%	6.00%	4,520		4,576
Homestead ^(b)		Square 1	10/14/2036	Prime + 1.00%	5.75%	3,269		3,309
	Total					$	26,111	$	26,463
Senior debt - guaranteed by SBA
College Park		CDC	10/01/2031	Fixed	2.81%	$	1,654	$	1,697
Stone County^(b)		CDC	07/01/2032	Fixed	2.42%	1,095		1,123
Southland		Bank of Atlanta	07/27/2036	Prime + 2.25%	5.75%	718		728
	Total					$	3,467	$	3,548


^(a)	Represents cash interest rates as of June 30, 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)Debt included in liabilities of disposal group held for sale.



(Amounts in 000's)
Facility		Lender	Maturity	Interest Rate ^(a)		June 30, 2016		December 31, 2015
Senior debt - bonds, net of discount
Eaglewood Bonds Series A		City of Springfield, Ohio	05/01/2042	Fixed	7.65%	$	6,451	$	6,449
Eaglewood Bonds Series B		City of Springfield, Ohio	05/01/2021	Fixed	8.50%	496		576
	Total					$	6,947	$	7,025


^(a)	Represents cash interest rates as of June 30, 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)						June 30,		December 31,
Facility		Lender	Maturity	Interest Rate ^(a)		2016		2015
Senior debt - other mortgage indebtedness
Sumter Valley ^(c)		Private Bank ^(d)	09/01/2016	LIBOR + 4.25%	4.71%	$	5,073	$	5,123
Georgetown ^(c)		Private Bank ^(d)	09/01/2016	LIBOR + 4.25%	4.71%	3,986		4,026
Northridge ^{(b), (f)}		Private Bank ^(d)	09/01/2016	LIBOR + 4.25%	5.50%	3,647		4,230
Woodland Hills ^{(b), (f)}		Private Bank ^(d)	09/01/2016	LIBOR + 4.25%	5.50%	3,066		3,557
Abington/Cumberland ^{(b), (f)}		Private Bank ^(d)	09/01/2016	LIBOR + 4.25%	5.50%	3,474		4,029
Heritage Park ^{(b), (f)}		Private Bank ^(d)	09/01/2016	LIBOR + 3.50%	6.00%	2,870		3,370
River Valley ^{(b), (f)}		Private Bank ^(d)	09/01/2016	LIBOR + 3.50%	6.00%	3,489		3,989
Little Rock/West Markham ^{(b), (f)}		Private Bank ^(d)	12/31/2016	LIBOR + 4.00%	6.00%	9,844		11,399
Quail Creek ^(e)		Congressional Bank	09/27/2016	LIBOR + 4.75%	5.75%	4,494		5,000
Northwest		First Commercial	12/31/2017	Prime	5.00%	1,247		1,285
Stone County ^(f)		Metro City	06/08/2022	Prime + 2.25%	6.25%	1,678		1,697
College Park		Bank of Las Vegas	05/01/2031	Prime + 2.00%	6.25%	2,417		2,465
Hembree Rd. Building		Fidelity Bank	12/01/2017	Fixed	5.50%	—		958
	Total					$	45,285	$	51,128


^(a)	Represents cash interest rates as of June 30, 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 March 24, 2016, the Company received a commitment from a lender to refinance the Bentonville, Heritage Park and River Valley Credit Facility (under which only two facilities remain financed upon the sale of the Bentonville facility in 2015), the Northridge, Woodland Hills, Abington Credit Facility and the Little Rock Credit Facility for a combined total of $25.4 million of debt subject to definitive documentation and certain closing conditions, which commitment expires on November 10, 2016.


^(c)	On March 24, 2016, the Company obtained a lender commitment to extend the maturity date of the Georgetown and Sumter Credit Facility from September 2016 to June 2017 subject to definitive documentation and certain closing conditions, which commitment expires on November 10, 2016.


^(d)	On March 24, 2016, and June 16, 2016, the Company obtained the release of approximately $3.9 million and $1.2 million respectively, of restricted cash funds and applied the amounts as additional principal payments related to certain of the above debt facilities with Private Bank.


^(e)	On March 29, 2016, the Company obtained a lender commitment to extend the maturity date of the Quail Creek Credit facility from September 2016 to September 2018 subject to definitive documentation and certain closing conditions, which commitment was extended on August 12, 2016.

^(f)Debt included in liabilities of disposal group held for sale.



(Amounts in 000's)
Lender	Maturity	Interest Rate		June 30, 2016		December 31, 2015
Other debt
First Insurance Funding	02/29/2017	Fixed	3.99%	$	139	$	14
Key Bank ^(a)	08/25/2016	Fixed	0.00%	680		680
Reliant Rehabilitation	11/15/2016	Fixed	7.00%	478		944
Pharmacy Care of Arkansas	02/08/2018	Fixed	2.00%	795		1,000
Total				$	2,092	$	2,638


^(a)	Extended to October 17, 2017.



(Amounts in 000's)
Facility		Maturity	Interest Rate ^(a)		June 30, 2016		December 31, 2015
Convertible debt
Issued July 2012		10/31/2017	Fixed	10.00%	$	1,500	$	1,500
Issued March 2015		04/30/2017	Fixed	10.00%	7,700		7,700
	Total				$	9,200	$	9,200


^(a)	Represents cash interest rates as of June 30, 2016. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum.

Notes payable and other debt consists of the following ^(a):



(Amounts in 000's)	June 30, 2016			December 31, 2015
Senior debt—guaranteed by HUD	$	25,178		$	25,469
Senior debt—guaranteed by USDA	26,111			26,463
Senior debt—guaranteed by SBA	3,467			3,548
Senior debt—bonds, net of discount	6,947			7,025
Senior debt—other mortgage indebtedness	45,285			51,128
Other debt	2,092			2,638
Convertible debt	9,200			9,200
Deferred financing costs	$	(2,306	)	$	(2,712	)
Total debt	$	115,974		$	122,759
Current debt	27,006			50,960
Debt included in liabilities of disposal group held for sale^(b)	32,160			958
Notes payable and other debt, net of current portion	$	56,808		$	70,841


^(a)	United States ("U.S.") Department of Housing and Urban Development ("HUD"), U.S. Department of Agriculture ("USDA"), U.S. Small Business Administration ("SBA").

Summary of the scheduled maturities

The schedule below summarizes the scheduled maturities for the twelve months ended June 30 of the respective year (not adjusted for commitments to refinance or extend the maturities of debt as noted above).



	(Amounts in 000’s)
2017	$	59,439
2018	4,488
2019	1,607
2020	1,692
2021	1,776
Thereafter	49,476
Subtotal	$	118,478
Less: unamortized discounts	(198		)
Less: deferred financing costs	$	(2,306	)
Total notes and other debt	$	115,974