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Notes Payable
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Notes Payable

8. NOTES PAYABLE

 

At September 30, 2021 and December 31, 2020, notes payable consisted of the following:

 

 

 

 

 

 

 

 

September 30, 2021

 

December 31, 2020

Charitable Contributions 1

$

1,284,449

 

$

717,430

Private placement debt dated May 22, 2019 2

 

 

 

94,955,094

Private placement debt dated April 30, 20213

 

195,163,333

 

 

Mortgage notes 4

 

10,090,290

 

 

3,382,455

Total notes payable

 

206,538,072

 

 

99,054,979

Less: current portion of notes payable

 

(777,275)

 

 

(341,983)

Notes payable, net of current portion

$

205,760,797

 

$

98,712,996

____________________

1 In connection with acquisitions completed in 2017 and 2019, the Company is required to make quarterly charitable contributions of $50,000 through October 2024 and $200,000 per year through May 2024, respectively. The net present value of these required payments has been recorded as a liability with interest rates ranging between 2.17% - 7.00%.

2 On May 22, 2019, the Company issued private placement debt in an original amount of $105,466,429 with an interest rate of 12.00%, maturing on May 22, 2023. The debt was issued at a discount, the carrying value of which was $9,045,187 and $10,511,335 as of April 30, 2021, just prior to repayment, and December 31, 2020, respectively.

3 The April 30, 2021 private placement debt was issued in an original amount of $216,734,258 with an interest rate of 7.00%, maturing on April 30, 2024. The debt was issued at a discount, the carrying value of which was $21,570,925 as of September 30, 2021.

4 Mortgage notes, in the original amount of $10,437,000 were issued by the Company in connection with various operating properties. These mortgage notes mature between August 20, 2025 and August 1, 2041 and were issued at a discount, the carrying value of which was $165,159 and $174,223, and are presented net of principal payments of $181,551 and $50,322 as of September 30, 2021 and December 31, 2020, respectively.

(a)
April 30, 2021 Private Placement Financing

 

On April 30, 2021, the Company closed a $216,734,258 Senior Secured non-brokered private placement financing through the issuance of senior secured notes (the “April 30, 2021 Notes”). The Company used the proceeds to retire the Company’s existing $105,466,429, senior secured notes due May 22, 2023 (the "May 22, 2019 Notes") and the remaining proceeds for general working capital purposes as well as various growth initiatives. The Notes have a maturity date of April 30, 2024 and bear interest from the date of issue of 7.00% per annum, payable quarterly, with an option, at the discretion of the Company, to extend for an additional 12 months. The financing permits the Company to borrow an additional $33,265,742 over the next twelve months. The purchasers of the Notes also received 1,459,044 warrants (the “Warrants”) which allow the holder to purchase one Subordinate Voting Share at an exercise price of $32.68 per share, for a period of 60 months from the date of issue.

 

The refinancing of the Notes involved multiple lenders who were considered members of a loan syndicate. In determining whether the refinancing of the Notes should be accounted for as a debt extinguishment or a debt modification, the Company considered whether, prior to and following the refinancing, creditors remained the same or changed, and whether the changes in debt terms were substantial. A change in the terms of the Notes was considered to be substantial if the present value of the remaining cash flows under the April 30, 2021 Notes were at least 10% different from the present value of the remaining cash flows under the May 22, 2019 Notes (commonly referred to as the “10% Test”). The Company performed a separate 10% Test for each individual lender participating in the loan syndication. Of the 30 lenders who participated in the original financing of the May 22, 2019 Notes, 18 were accounted for as a debt extinguishment, while 12 were treated as a modification. Additionally, 9 new lenders joined the loan syndicate.

 

On October 15, 2021, the Company amended the Notes Purchase Agreement, for the purposes of borrowing an additional $33.2 million. The additional borrowings have terms consistent with the April 30, 2021 Notes and increase the total amount borrowed to $250 million. The Company intends to use the additional proceeds for general working capital purposes as well as various growth initiatives. The purchasers of the Notes received an additional 243,304 warrants which allow the holder to purchase one Subordinate Voting Share at an exercise price of $30.02 per share, for a period of 60 months from the date of issue.

 

8. NOTES PAYABLE (Continued)

 

 

(b)
Related Parties
A portion of the April 30, 2021 Notes are held by related parties as well as unrelated third-party lenders at a percentage of approximately 1% and 99%, respectively. The related parties consist of Benjamin Kovler, the Chief Executive Officer and a director of the Company (held through KP Capital, LLC and Outsiders Capital, LLC); Andrew Grossman, the Executive Vice President of Capital Markets of the Company (held through AG Funding Group, LLC); Anthony Georgiadis, the Chief Financial Officer and a director of the Corporation (held through Three One Four Holdings, LLC); and Anthony Georgiadis and William Gruver, a director of the Corporation (held through ABG, LLC).