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Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events

NOTE 19. SUBSEQUENT EVENTS

The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. The following is a summary of the material subsequent events.

 

Attalla Operator Emergence from Bankruptcy

On March 21, 2018, the Attalla Operator, affiliated with C-Ross Management filed a voluntary chapter 11 bankruptcy petition in the state of Alabama, due to unpaid back taxes owed to the IRS and the Attalla PLGL Claim imposed against it, in order to be granted an automatic stay from any IRS recoupments and any collection attempts from the Attalla PLGL Claim. The Attalla Operator continued to pay its monthly rent obligations under its lease agreement to the Company pursuant to the April 16, 2018, court approved motion for the Attalla Operator to formally assume the Attalla lease. As of December 31, 2018, the Company had recorded a straight-line rent receivable of approximately $0.6 million. On January 8, 2019 the Attalla Operator bankruptcy filing was dismissed per filing with the bankruptcy court.

Omega Lease Termination and Adcare Holdco Loan Partial Repayment

Effective January 15, 2019, and as contemplated by the A&R New Forbearance Agreement, the Company’s lease of two facilities located in Georgia previously defined as the Omega Facilities, which leases were due to expire August 2025 and which Omega Facilities the Company subleased to third party subtenants, were terminated by mutual consent of the Company and the lessor of the Omega Facilities.

In connection with the Omega Lease Termination, the Company transferred approximately $0.4 million of all its integral physical fixed assets in the Omega Facilities to the lessor and on January 28, 2019 received from the lessor gross proceeds of approximately $1.5 million, consisting of (i) a termination fee in the amount of $1.2 million and (ii) approximately $0.3 million to satisfy other net amounts due to the Company under the leases. The Company paid $1.2 million of such Omega Lease Termination proceeds to Pinecone on January 28, 2019, as required by the A&R New Forbearance Agreement, to reimburse Pinecone for approximately $0.3 million of certain unpaid expenses and partially prepay $0.9 million of the AdCare Holdco Loan.

Wellington Lease Amendment

Two of the Company’s eight Georgia Facilities, leased under the Prime Lease, are subleased to the Wellington Sublessees under the Wellington Subleases, due to expire August 31, 2027, comprising the Tara Facility and the Power Springs Facility. Effective February 1, 2019, the Company agreed to a 10% reduction in base rent, or in aggregate approximately an average $31,000 per month cash rent reduction for the year ended December 31, 2019, and $48,000 per month decrease in straight-line revenue, respectively for the Tara Facility and the Power Springs Facility combined. Additionally the Company modified the annual rent escalator to 1% per year from the prior scheduled increase from 1% to 2% previously due to commence of the 1st day of the sixth lease year.

Cure Notice from the NYSE American with respect Low Selling Price Matter.

On February 28, 2019, the NYSE American confirmed that the Company had regained compliance with the continued listing standards set forth in the Company Guide as a result of the Reverse Stock Split completed and effective on December 31, 2018. The proposal to amend the Charter to effect a reverse stock split of the common stock at a ratio of between one-for-six and one-for-twelve, as determined by the Board in its sole discretion, was approved at the Company’s 2018 annual meeting of shareholders. If the Company is again not in compliance with the continued listing standards within the next twelve months, then the Exchange may commence either truncated delisting procedures or effect an immediate delisting. The Company has failed to file this Annual Report (the Delinquent Report” in a timely fashion as required by the continued listing standards. For further information see the Filing Delinquency Notice from the NYSE American with respect to this Form 10-K section below regarding a six month cure period granted to the Company, with respect to the Delinquent Report.

Covington Forbearance Agreement

On January 11, 2019 the Company and Covington entered into the Covington Forbearance Agreement, whereby the Company and Covington agreed that (a) the term of the lease shall be extended from April 30, 2025 until April 30, 2029 (the “Term”); (b) the base rent was reduced by approximately $0.8 million over the remainder of the prior lease term; and (c) the Company shall receive relief from approximately $0.5 million of outstanding lease amounts (the “Rent Due”) as of December 31, 2018. Without waiving any default by the Company or Covington’s rights and remedies, and subject to specified terms and conditions for so long as the Company or the Company’s subtenant are not in default under the lease and the proposed sublease, as the case may be. Covington (including its subsidiaries, affiliates, successors and assigns) will forbear from pursuing its rights against the Company for so long as neither the Company nor its subtenant is not in default under the existing lease, as amended on January 11, 2019, or the new sublease, on the final day of the third, fourth and fifth years following the execution of the new sublease. Covington will release and forever quit claim specified portions of the Rent Due as follows: one-third (1/3) at the end of year 3 of the new sublease, one-third (1/3) at the end of year 4 of the new sublease, and one-third (1/3) at the end of year 5 of the new sublease. The Forbearance period under the Covington Forbearance Agreement shall terminate as of the expiration of the Term. At Covington’s option in its sole and absolute business discretion, the Covington Forbearance Agreement and the forbearance period thereunder can be terminated upon the occurrence of certain specified events such as, the Company files a petition for bankruptcy or takes advantage of any other debtor relief law, or an involuntary petition for bankruptcy is filed against the Company, or any other judicial action is taken with respect to the Company by any creditor of the Company or the Company breaches or defaults in performance of any covenant or agreement contained in the Covington Forbearance Agreement. Upon termination of the forbearance period under the Covington Forbearance Agreement, for any reason, Covington may take all steps it deems necessary or desirable to enforce its lease rights as permitted by law or equity.

Senior Debt Bonds – Trustee Notice Regarding Partial Pro Rata Principal Distribution

On January 9, 2019, BOKF, NA, as trustee of the city of Springfield, Ohio first mortgage revenue bonds (Eaglewood Property, LLC project) Series 2012A and 2012B (the “Bonds”), notified bondholders as of the record date January 15, 2019 that a principal payment in the amount of $243,467 will be distributed on January 18, 2019 in accordance with the terms of the Trust Indenture dated as of April 12, 2012. This pro-rata distribution is being made pursuant to the Order Authorizing Distribution of Settlement Funds Collected in Related Actions Brought by the Securities and Exchange Commission Section 5 filed August 21, 2017 in the United States District Court District of New Jersey styled Securities and Exchange Commission, Plaintiff, v. Christopher Freeman Brogdon, Defendant, and Connie Brogdon, et al., Relief Defendants. Case 2:15-cv-08173-KM-JBC. On December 21, 2018, the Company received the above funds, representing a refund of the Bonds issuance fees, into its restricted cash account managed by BOKF, NA, who completed the principal distribution to notified bondholders on January 15, 2019.

Other Professional and General Liability

On February 21, 2019, the Company was served notice of a medical injury, improper care and treatment case filed in the State of Arkansas on behalf of a deceased patient, who received care outside Regional’s date of service (post Transition), against the then operator Skyline and the Company and CIBC Bancorp USA, Inc. The plaintiff is seeking unspecified compensatory damages for the actual losses and unspecified punitive damages. The Company believes that it acted in good faith, that this action lacks merit, the Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in the action that has been filed against it.

 

Mountain Trace Facility – New Operator

 

On February 28, 2019 the Company entered into a lease agreement (the “Vero Health Lease”) with Vero Health, providing that Vero Health would take possession of and operate the Mountain Trace Facility located in North Carolina. The Vero Health Lease became effective, upon the termination of the prior Mountain Trace Tenant mutual lease termination on March 1, 2019.  The Vero Health Lease is for an initial term of 10 years, with renewal options, is structured as a triple net lease and rent for the Mountain Trace Facility is approximately $0.5 million per year, with an annual 2.5 % rent escalation clause.

 

Aria Avoidance Claim

On March 28, 2018, the Chapter 7 bankruptcy trustee in the Aria bankruptcy proceeding, together with an unsecured creditor, filed in the United States Bankruptcy Court for the Eastern District of Arkansas an avoidance claim, in the amount of $4.7 million, against the Company with respect to recovering funds the Company received from the Debtors in the bankruptcy proceeding prior to the bankruptcy filings. On March 13, 2019 the Company and the Chapter 7 bankruptcy trustee entered into a settlement agreement (the “Settlement Agreement”), which the Bankruptcy Court approved on April 15, 2019, to settle all existing and potential claims, including such avoidance claim. The Company has received approximately $0.1 million with respect to the $1.0 million HAH Note, which as of December 31, 2018 the Company has recorded to the Settlement Agreement amount. The Company believes that it acted in good faith, that this agreement is not an admission or concession of any fault, liability, fact or amount of damages, or any other matter whatsoever. The Company entered into the Settlement Agreement solely to avoid the uncertainty and expense of litigation and to settle any and all claims and causes of action that are alleged or could have been alleged.

Hardin & Jesson Action

On February 25, 2019, the Company was served notice of an action filed in Sebastian County Circuit Court - Fort Smith Division, Arkansas by Hardin, Jesson & Terry, PLC requesting financial documents from the Company’s predecessor issuer and seeking relief of outstanding amounts for legal services provided to the Company (and certain of its subsidiaries) in the State of Arkansas in relation to professional and general liability claims of approximately $0.5 million. On April 18, 2019, Hardin, Jesson & Terry, PLC amended their filing to correct their initial filing to clarify the claim is against the Company. On May 8, 2019, the Company provided a response denying the allegations. There is no guarantee that the Company will prevail in the action that has been filed against it.

 

Pinecone Second A&R Forbearance Agreement

On March 29, 2019, the Company and certain of its subsidiaries entered into the Second A&R Forbearance Agreement with Pinecone pursuant to which Pinecone agreed, subject to the terms and conditions set forth in the Second A&R Forbearance Agreement, to forbear for a specified period of time from exercising its default-related rights and remedies (including the acceleration of the outstanding loans and charging interest at the specified default rate) with respect to the Specified Defaults under the Loan Agreement. The forbearance period under the Second A&R Forbearance Agreement commenced on March 29, 2019 and may extend as late as October 1, 2019, unless the forbearance period is earlier terminated as a result of specified termination events, including a default or event of default under the Loan Agreement (other than any Specified Defaults) or any failure by the Company or its subsidiaries to comply with the terms of the Second A&R Forbearance Agreement, including, without limitation, the Company’s obligation to progress with an Asset Sale in accordance with the timeline specified therein. Accordingly, the forbearance period under the Second A&R Forbearance Agreement may terminate at any time and there is no assurance such period will extend through October 1, 2019. The forbearance period under the Company’s prior forbearance agreement with Pinecone expired according to its terms on March 14, 2019.

Pursuant to the Second A&R Forbearance Agreement, the Company and Pinecone agreed to amend certain provisions of the Loan Agreement.  The Second A&R Forbearance Agreement  requires, among other things (i) that the Company pursue and complete the Asset Sale which would result in the repayment in full of all of the Company’s indebtedness to Pinecone and, in connection therewith, the Company pay not less than $0.3 million and not more than $0.55 million in forbearance fees, as well as certain other expenses of Pinecone, or (ii) Pinecone’s other disposition of the Loan Agreement as contemplated by the Second A&R Forbearance Agreement. Additionally the Second A&R Forbearance Agreement accelerates the previously disclosed 3% finance “tail fee”, 1% prepayment penalty, and 1% break up fee so that such fees and penalties became part of the principal as of April 15, 2019.

 

MED Purchase and Sale Agreement

On April 15, 2019, certain subsidiaries of the Company (the “Seller”) entered into a Purchase and Sale Agreement (the “PSA”) with affiliates of MED Healthcare Partners LLC (“MED” or “Buyer”), pursuant to which the Buyer deposited the first deposit of $0.15 million into an escrow account. Subject to the terms of the PSA, including among other usual customary items, a thirty (30) day due diligence period, Seller agrees to sell and Buyer agrees to purchase all of Seller’s right, title and interest in that certain (a) 182 licensed bed skilled nursing facility commonly known as Attalla Health & Rehab located in Attalla, AL, (b) that certain 100 licensed bed skilled nursing facility commonly known as Healthcare at College Park located in College Park, GA, (c) that certain 118 licensed bed skilled nursing facility commonly known as Quail Creek Nursing & Rehabilitation Center located in Oklahoma City, OK (the “Quail Creek Facility”) and (d) that certain 100 licensed bed skilled nursing facility commonly known as Northwest Nursing Center located in Oklahoma City, OK. In consideration therefor, Buyer shall pay to Seller the sum of $28.5 million in cash.

If the Buyer fails to terminate the PSA for any or no reason prior to May, 15 2019, 5:00 p.m. Eastern Time (the expiration of the due diligence period), or timely make a second deposit of $0.15 million, by such time, then such failure shall be deemed a default by the Buyer under the PSA and the Seller may then and only then elect to terminate the PSA and receive the first deposit as liquidated damages. The closing of the PSA is scheduled for thirty (30) days after the expiration of the due diligence period.

Filing Delinquency Notice from the NYSE American with respect to this Form 10-K

On April 17, 2019, the Company received a letter from NYSE American stating that the Company was not in compliance with the continued listing standards (“Filing Delinquency Notification”). The Company is now subject to the procedures and requirements set forth in Section 1007 of the Company Guide. The Company failed to timely file the Delinquent Report. Within five days of the Filing Delinquency Notification the Company (a) contacted the Exchange to discuss the status of the Delinquent Report and (b) issued a press release disclosing the occurrence of the Filing Delinquency. The Company has been provided a six-month cure period, with an option additional six-month cure period at the discretion of the NYSE American, who reserve the right at any time to immediately truncate the cure period or immediately commence suspension and delisting procedures.

 

Quail Creek Credit Facility

On April 30, 2019, the Company and a wholly owned subsidiary of the Company (the “Borrower”) and Congressional Bank, a Maryland chartered commercial bank (the “Quail Creek Lender”), amended a term loan agreement dated September 27, 2013, as amended from time to time, with an aggregate principal of $5.0 million (the “Quail Creek Loan Agreement”), to extend the maturity date of the Quail Creek Credit Facility, with a principal balance of approximately $4.1 million as of December 31, 2018, bearing interest at LIBOR + 4.75%, to June 30, 2019 (the “Maturity Date”), with an option to further extend to July 31, 2019, at the “Quail Creek Lender’s discretion. The Quail Creek Credit Facility is secured by a mortgage on the Quail Creek Facility.

As previously disclosed, on April 15, 2019, certain wholly owned subsidiaries of Regional entered into the PSA pursuant to which Seller agreed to sell four (4) skilled nursing facilities owned by Seller, including the Quail Creek Facility, subject to the terms and conditions set forth in the PSA.

The option to further extend the Maturity Date of the Quail Creek Credit Facility to July 31, 2019 (the “Extension Option”), is upon the Borrower’s satisfaction of the following conditions: (i) Borrower shall have delivered to the  Quail Creek Lender written notice of its intent to exercise the Extension Option no earlier than forty-five (45) days and no later than thirty (30) days prior to the Maturity Date; (ii) no default or event of default shall have occurred and be continuing; (iii) the closing under the PSA shall have been extended and the PSA shall otherwise still be in full force and effect (including with respect to the Quail Creek Facility); (iv) Quail Creek Lender shall have received such additional information or costs as Quail Creek Lender may request; and (v) Quail Creek Lender shall have approved such extension in its commercially reasonable discretion.  The Quail Creek Loan Agreement also provides that the termination of the PSA will constitute an immediate event of default under the Quail Creek Loan Agreement. There is no assurance that the Company will be able to refinance or further extend the maturity date of the Quail Creek Credit Facility on terms that are favorable to the Company or at all.