Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | REGIONAL HEALTH PROPERTIES, INC. |
Entity Central Index Key | 0001004724 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Amendment Description | Amendment No. 2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | |||
Property and equipment, net | $ 50,755 | $ 51,355 | $ 52,533 |
Cash | 6,233 | 5,633 | 4,186 |
Restricted cash | 3,393 | 2,966 | 3,306 |
Accounts receivable, net of allowance | 1,936 | 1,593 | 2,100 |
Prepaid expenses and other | 617 | 990 | 328 |
Notes receivable | 383 | 404 | 444 |
Intangible assets—bed licenses | 2,471 | 2,471 | 2,471 |
Intangible assets—lease rights, net | 140 | 146 | 158 |
Right-of-use operating lease assets | 30,896 | 31,863 | 33,740 |
Goodwill | 1,585 | 1,585 | 1,585 |
Lease deposits and other deposits | 514 | 514 | 514 |
Straight-line rent receivable | 8,101 | 7,643 | 6,660 |
Total assets | 107,024 | 107,163 | 108,025 |
LIABILITIES AND EQUITY | |||
Senior debt, net | 46,357 | 46,636 | 47,275 |
Bonds, net | 6,238 | 6,236 | 6,342 |
Other debt, net | 802 | 1,291 | 822 |
Accounts payable | 3,918 | 3,383 | 3,008 |
Accrued expenses | 4,163 | 3,320 | 2,225 |
Operating lease obligation | 33,066 | 34,040 | 35,884 |
Other liabilities | 1,602 | 1,519 | 1,365 |
Total liabilities | 96,146 | 96,425 | 96,921 |
Commitments and contingencies (Note 12) | |||
Stockholders' equity: | |||
Common stock and additional paid-in capital | 62,336 | 62,157 | 62,041 |
Preferred stock | 62,423 | 62,423 | 62,423 |
Accumulated deficit | (113,881) | (113,842) | (113,360) |
Total stockholders' equity | 10,878 | 10,738 | 11,104 |
Total liabilities and stockholders' equity | $ 107,024 | $ 107,163 | $ 108,025 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowance | $ 142 | $ 109 | $ 1,381 |
Common stock and additional paid-in capital, par value | $ 0 | $ 0 | $ 0 |
Common stock and additional paid-in capital, shares authorized | 55,000,000 | 55,000,000 | 55,000,000 |
Common stock and additional paid-in capital, shares issued | 1,775,000 | 1,727,000 | 1,688,000 |
Common stock and additional paid-in capital, shares outstanding | 1,775,000 | 1,727,000 | 1,688,000 |
Preferred stock, par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,812,000 | 2,812,000 | 2,812,000 |
Preferred stock, shares outstanding | 2,812,000 | 2,812,000 | 2,812,000 |
Preferred stock, redemption amount | $ 70,288 | $ 70,288 | $ 70,288 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||||||
Rental revenues | $ 4,136 | $ 3,763 | $ 4,308 | $ 4,293 | $ 7,844 | $ 8,590 | $ 11,980 | $ 12,898 |
Total revenues | 6,702 | 6,468 | 4,767 | 4,539 | 13,549 | 9,087 | 20,251 | 13,854 |
Expenses: | ||||||||
Patient care expense | 2,454 | 2,254 | 0 | 0 | 4,457 | 0 | 6,911 | 0 |
Facility rent expense | 1,640 | 1,639 | 1,640 | 1,639 | 3,279 | 3,279 | 4,919 | 4,919 |
Cost of management fees | 153 | 150 | 161 | 174 | 315 | 325 | 468 | 486 |
Depreciation and amortization | 651 | 652 | 694 | 769 | 1,302 | 1,545 | 1,953 | 2,239 |
General and administrative expense | 972 | 945 | 743 | 714 | 1,981 | 1,591 | 2,953 | 2,334 |
Doubtful accounts expense | 0 | 37 | 790 | (135) | 77 | (137) | 77 | 653 |
Other operating expenses | 204 | 243 | 109 | 297 | 475 | 521 | 679 | 630 |
Total expenses | 6,074 | 5,920 | 4,137 | 3,458 | 11,886 | 7,124 | 17,960 | 11,261 |
Income from operations | 628 | 548 | 630 | 1,081 | 1,663 | 1,963 | 2,291 | 2,593 |
Other expense (income) : | ||||||||
Interest expense, net | 669 | 666 | 692 | 684 | 1,353 | 1,399 | 2,022 | 2,091 |
Gain on extinguishment of debt | (146) | 0 | (146) | 0 | ||||
Other expense, net | 122 | 323 | 9 | (9) | 717 | 135 | 839 | 144 |
Total other expense, net | 645 | 989 | 701 | 675 | 2,070 | 1,534 | 2,715 | 2,235 |
(Loss) income from continuing operations before income taxes | (17) | (441) | (71) | 406 | (407) | 429 | (424) | 358 |
(Loss) income from continuing operations | (17) | (441) | (71) | 406 | (407) | 429 | (424) | 358 |
(Loss) income from discontinued operations, net of tax | (22) | (62) | (2) | 6 | (75) | (31) | (97) | (33) |
Net (loss) income | (39) | (503) | (73) | 412 | (482) | 398 | (521) | 325 |
Preferred stock dividends—undeclared | (2,250) | (2,249) | (2,250) | (2,249) | (4,498) | (4,498) | (6,748) | (6,748) |
Net Loss attributable to Regional Health Properties, Inc. common stockholders | $ (2,289) | $ (2,752) | $ (2,323) | $ (1,837) | $ (4,980) | $ (4,100) | $ (7,269) | $ (6,423) |
Net (loss) income per share of common stock attributable to Regional Health Properties, Inc. | ||||||||
Continuing operations, basic and diluted (in dollars per share) | $ (1.25) | $ (1.59) | $ (1.38) | $ (1.09) | $ (2.90) | $ (2.41) | $ (4.15) | $ (3.79) |
Discontinued operations, basic and diluted (in dollars per share) | (0.02) | (0.03) | 0 | 0 | (0.04) | (0.02) | (0.06) | (0.02) |
Net (loss) income per share of common stock attributable to Regional Health Properties, Inc. | $ (1.27) | $ (1.62) | $ (1.38) | $ (1.09) | $ (2.94) | $ (2.43) | $ (4.21) | $ (3.81) |
Weighted average shares of common stock outstanding: | ||||||||
Basic and diluted (in shares) | 1,775 | 1,697 | 1,688 | 1,688 | 1,692 | 1,688 | 1,728 | 1,688 |
Patient Care Revenues | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | $ 2,309 | $ 2,445 | $ 0 | $ 0 | $ 5,135 | $ 0 | $ 7,444 | $ 0 |
Management Fees | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 248 | 247 | 244 | 244 | 495 | 488 | 743 | 732 |
Other Revenues | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | $ 9 | $ 13 | $ 215 | $ 2 | $ 75 | $ 9 | $ 84 | $ 224 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Shares of Common Stock | Shares of Preferred Stock | Common Stock and Additional Paid-in Capital | Preferred Stock | Accumulated Deficit |
Balance at Dec. 31, 2019 | $ 11,743 | $ 61,992 | $ 62,423 | $ (112,672) | ||
Balance (in shares) at Dec. 31, 2019 | 1,688 | |||||
Balance (in shares) at Dec. 31, 2019 | 2,812 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | 12 | 12 | ||||
Net income (loss) | (14) | (14) | ||||
Balance at Mar. 31, 2020 | 11,741 | 62,004 | 62,423 | (112,686) | ||
Balance (in shares) at Mar. 31, 2020 | 1,688 | |||||
Balance (in shares) at Mar. 31, 2020 | 2,812 | |||||
Balance at Dec. 31, 2019 | 11,743 | 61,992 | 62,423 | (112,672) | ||
Balance (in shares) at Dec. 31, 2019 | 1,688 | |||||
Balance (in shares) at Dec. 31, 2019 | 2,812 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 398 | |||||
Balance at Jun. 30, 2020 | 12,165 | 62,016 | 62,423 | (112,274) | ||
Balance (in shares) at Jun. 30, 2020 | 1,688 | |||||
Balance (in shares) at Jun. 30, 2020 | 2,812 | |||||
Balance at Dec. 31, 2019 | 11,743 | 61,992 | 62,423 | (112,672) | ||
Balance (in shares) at Dec. 31, 2019 | 1,688 | |||||
Balance (in shares) at Dec. 31, 2019 | 2,812 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 325 | |||||
Balance at Sep. 30, 2020 | 12,105 | 62,029 | 62,423 | (112,347) | ||
Balance (in shares) at Sep. 30, 2020 | 1,688 | |||||
Balance (in shares) at Sep. 30, 2020 | 2,812 | |||||
Balance at Mar. 31, 2020 | 11,741 | 62,004 | 62,423 | (112,686) | ||
Balance (in shares) at Mar. 31, 2020 | 1,688 | |||||
Balance (in shares) at Mar. 31, 2020 | 2,812 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | 12 | 12 | ||||
Net income (loss) | 412 | 412 | ||||
Balance at Jun. 30, 2020 | 12,165 | 62,016 | 62,423 | (112,274) | ||
Balance (in shares) at Jun. 30, 2020 | 1,688 | |||||
Balance (in shares) at Jun. 30, 2020 | 2,812 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | 13 | 13 | ||||
Net income (loss) | (73) | (73) | ||||
Balance at Sep. 30, 2020 | 12,105 | 62,029 | 62,423 | (112,347) | ||
Balance (in shares) at Sep. 30, 2020 | 1,688 | |||||
Balance (in shares) at Sep. 30, 2020 | 2,812 | |||||
Balance at Dec. 31, 2020 | $ 11,104 | 62,041 | 62,423 | (113,360) | ||
Balance (in shares) at Dec. 31, 2020 | 1,688 | 1,688 | ||||
Balance (in shares) at Dec. 31, 2020 | 2,812 | 2,812 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | $ 21 | 21 | ||||
Balance at Mar. 31, 2021 | 11,125 | 62,041 | 62,423 | (113,339) | ||
Balance (in shares) at Mar. 31, 2021 | 1,688 | |||||
Balance (in shares) at Mar. 31, 2021 | 2,812 | |||||
Balance at Dec. 31, 2020 | $ 11,104 | 62,041 | 62,423 | (113,360) | ||
Balance (in shares) at Dec. 31, 2020 | 1,688 | 1,688 | ||||
Balance (in shares) at Dec. 31, 2020 | 2,812 | 2,812 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | $ (482) | |||||
Balance at Jun. 30, 2021 | $ 10,738 | 62,157 | 62,423 | (113,842) | ||
Balance (in shares) at Jun. 30, 2021 | 1,727 | 1,727 | ||||
Balance (in shares) at Jun. 30, 2021 | 2,812 | 2,812 | ||||
Balance at Dec. 31, 2020 | $ 11,104 | 62,041 | 62,423 | (113,360) | ||
Balance (in shares) at Dec. 31, 2020 | 1,688 | 1,688 | ||||
Balance (in shares) at Dec. 31, 2020 | 2,812 | 2,812 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | $ (521) | |||||
Balance at Sep. 30, 2021 | $ 10,878 | 62,336 | 62,423 | (113,881) | ||
Balance (in shares) at Sep. 30, 2021 | 1,775 | 1,775 | ||||
Balance (in shares) at Sep. 30, 2021 | 2,812 | 2,812 | ||||
Balance at Mar. 31, 2021 | $ 11,125 | 62,041 | 62,423 | (113,339) | ||
Balance (in shares) at Mar. 31, 2021 | 1,688 | |||||
Balance (in shares) at Mar. 31, 2021 | 2,812 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | 123 | 123 | ||||
Stock-based compensation (in shares) | 39 | |||||
Exercise of restricted share awards net settlement option | (7) | (7) | ||||
Exercise of restricted share awards net settlement option (in shares) | (1) | |||||
Treasury shares, no par value (in shares) | 1 | |||||
Net income (loss) | (503) | (503) | ||||
Balance at Jun. 30, 2021 | $ 10,738 | 62,157 | 62,423 | (113,842) | ||
Balance (in shares) at Jun. 30, 2021 | 1,727 | 1,727 | ||||
Balance (in shares) at Jun. 30, 2021 | 2,812 | 2,812 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | $ 179 | 179 | ||||
Stock-based compensation (in shares) | 48 | |||||
Net income (loss) | (39) | (39) | ||||
Balance at Sep. 30, 2021 | $ 10,878 | $ 62,336 | $ 62,423 | $ (113,881) | ||
Balance (in shares) at Sep. 30, 2021 | 1,775 | 1,775 | ||||
Balance (in shares) at Sep. 30, 2021 | 2,812 | 2,812 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (482) | $ 398 | $ (521) | $ 325 |
Loss from discontinued operations, net of tax | 75 | 31 | 97 | 33 |
(Loss) income from continuing operations | (407) | 429 | (424) | 358 |
Adjustments to reconcile net loss (income) from continuing operations to net cash provided by operating activities: | ||||
Depreciation and amortization | 1,302 | 1,545 | 1,953 | 2,239 |
Stock-based compensation expense | 123 | 24 | 302 | 37 |
Rent expense in excess of cash paid | 34 | 109 | 27 | 144 |
Rent revenue in excess of cash received | (1,229) | (536) | (2,150) | (765) |
Amortization of deferred financing costs, debt discounts and premiums | 55 | 64 | 77 | 96 |
Gain on debt extinguishment | (146) | |||
Bad debt expense | 77 | (137) | 77 | 653 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 633 | (1,078) | 737 | (1,482) |
Prepaid expenses and other assets | 244 | 65 | 636 | 564 |
Accounts payable and accrued expenses | 1,544 | 68 | 2,977 | (256) |
Other liabilities | 155 | 267 | 241 | 345 |
Net cash provided by operating activities—continuing operations | 2,531 | 820 | 4,307 | 1,933 |
Net cash used in operating activities—discontinued operations | (144) | (904) | (195) | (1,017) |
Net cash provided by operating activities | 2,387 | (84) | 4,112 | 916 |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (74) | (157) | (119) | (209) |
Net cash used in investing activities—continuing operations | (74) | (157) | (119) | (209) |
Net cash used in investing activities | (74) | (157) | (119) | (209) |
Cash flows from financing activities: | ||||
Proceeds from debt issuance | 229 | 229 | ||
Repayment on notes payable | (1,078) | (733) | (1,710) | (1,112) |
Repayment on bonds payable | (121) | (116) | (121) | (116) |
Debt extinguishment and issuance costs | (21) | |||
Repurchase of common stock | (7) | (7) | ||
Net cash used in financing activities—continuing operations | (1,206) | (620) | (1,859) | (999) |
Net cash used in financing activities | (1,206) | (620) | (1,859) | (999) |
Net change in cash and restricted cash | 1,107 | (861) | 2,134 | (292) |
Cash and restricted cash, beginning | 7,492 | 8,038 | 7,492 | 8,038 |
Cash and restricted cash, ending | 8,599 | 7,177 | 9,626 | 7,746 |
Supplemental disclosure of cash flow information: | ||||
Cash interest paid | 1,435 | 1,204 | 2,154 | 1,718 |
Supplemental disclosure of non-cash activities: | ||||
Non-cash payments of long-term debt | (5,044) | |||
Non-cash debt issuance costs and extinguishment expenses | (102) | |||
Net payments through Lender | (5,146) | |||
Non-cash proceeds from financing | 5,146 | |||
Net proceeds through Lender | 5,146 | |||
Non-cash gain on PPP Loan forgiveness | 229 | |||
Vendor-financed insurance | $ 867 | $ 339 | $ 867 | 339 |
Non-cash accruals for capex | (157) | |||
Non-cash settlement of Peach Line (notes receivable) | $ 350 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Organization and Significant Accounting Policies | NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of June 30, 2021, the Company owned, leased or managed for third parties, or operated, 24 facilities, primarily in the Southeastern United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns) to third-party tenants, subleased eight skilled nursing facilities (which the Company leases) to third-party tenants, and operated, as of January 1, 2021 as a portfolio stabilization measure, one previously subleased skilled nursing facility (which the Company leases); (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which consists of the operation of a skilled nursing facility (“Healthcare Services”). Effective January 1, 2021, the Company terminated the subleases for two skilled nursing facilities located in Georgia (the “Wellington Lease Termination”) with affiliates of Wellington Healthcare Services II, L.P. (“Wellington”), and as a portfolio stabilization measure, the Company commenced operating one of the facilities, a previously subleased 134-bed 208-bed Leases Leases 10-K The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. For a description of the Merger, see Part II, Item 8, “Financial Statements and Supplemental Data”, Note 1—Summary of Significant Accounting Policies included in the Annual Report. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q Rule 8-03 S-X. Accordingly, You should read the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q , . Risks and Uncertainties While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility. On January 1, 2021, following the Wellington Lease Termination, the Company commenced operating the Tara Facility, which facility comprises approximately 5.0% of the total amount of the Company’s licensed patient beds. This portfolio stabilization measure exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business—Our portfolio stabilization measures expose the Company to the various risks facing our tenants” in Part I, Item 1.A, “Risk Factors.” in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, COVID-19, COVID-19 shelter-in-place COVID-19 As of August 13, 2021, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 COVID-19 re-admittances The COVID-19 employees of their vendors, have, or are suspected of having, COVID-19. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 COVID-19 COVID-19 As a result of the COVID-19 If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 97% of its expected fixed monthly rental receipts from tenants for the three and six months ended June 30, 2021, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 COVID-19 We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19. COVID-19 COVID-19, Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Revenue Recognition and Allowances Patient Care Revenue. Revenue from Contracts with Customers Triple-Net triple-net Management Fees, Revenue from Contracts with Customers Other revenues loan-by-loan Allowances. recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. In an effort to ensure a conservative presentation of the results of the Healthcare Services segment due to lack of history, the Company has provided an additional allowance for patient care receivables of 1.5% of patient revenues. As of June 30, 2021 and December 31, 2020, the Company reserved for approximately $0.1 million and $1.4 million, respectively, of uncollected receivables. Accounts receivable, net of allowance, totaled $1.6 million at June 30, 2021 and $2.1 million at December 31, 2020. The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) June 30, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 777 $ 3,481 Healthcare Services 925 — Sub Total 1,702 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (77 ) — Sub Total (109 ) (1,381 ) Accounts receivable, net of allowance $ 1,593 $ 2,100 (b) See Note 6— Leases Pre-Paid As of June 30, 2021 and December 31, 2020, the Company had approximately $1.0 million and $0.3 million, respectively, in pre-paid Accounts Payable The following table presents the Company’s Accounts payable for the periods presented: (Amounts in 000’s) June 30, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,078 $ 3,008 Healthcare Services 305 — Total Accounts payable $ 3,383 $ 3,008 Other liabilities As of June 30, 2021 and December 31, 2020, the Company had approximately $1.5 million and $1.4 million, in Other liabilities, consisting of security lease deposits and sublease improvement funds. Other expense, net The Company has retained professional services to evaluate and assist with possible opportunities to improve the Company’s capital structure. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of June 30, 2021, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, For the Six Months Ended June 30, (Amounts in 000’s) 2021 2020 2021 2020 Rental revenues $ 98 $ 119 $ 231 $ 245 Other operating expenses $ 98 $ 119 $ 231 $ 245 Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. Prior GAAP provided for the deferral and amortization of such costs over the applicable lease term. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98% for the Company’s leases that approximated our incremental borrowing rate as of January 1, 2019, and the current lease term. See Note 6— Leases Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara Facility. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). See Part II, Item 8, “Financial Statements and Supplementary Data” , — Commitments and Contingencies adjudicated. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgment unless settlement is more advantageous to the Company. Accordingly, the self-insurance reserve reflects the Company’s estimate of settlement amounts for the pending actions, if applicable, and legal costs of settling or litigating the pending actions, as applicable. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the settlement amounts actually incurred in settling the pending actions, or the legal costs actually incurred in settling or litigating the pending actions. See Note 7— Accrued Expenses Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: June 30, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants—employee 49 49 Warrants—non employee 9 9 Total anti-dilutive securities 71 73 The weighted average contractual terms in years for these securities as of June 30, 2021, with no intrinsic value, are 3.0 years for the stock options and 2.5 years for the warrants. Recently Issued Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05—Leases Lessors—Certain Leases with Variable Lease Payments, day-one 2021-05 See Part II, Item 8, “Financial Statements and Supplementary Data” , | NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of September 30, 2021, the Company owned, leased or managed for third parties, or operated, 24 facilities, primarily in the Southeastern United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns) to third-party tenants, subleased eight skilled nursing facilities (which the Company leases) to third-party tenants, and operated, as of January 1, 2021 as a portfolio stabilization measure, one previously subleased skilled nursing facility (which the Company leases); (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities (“SNFs”) and one independent living facility. Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which consists of the operation of a skilled nursing facility (“Healthcare Services”). Effective January 1, 2021, the Company terminated the subleases for two skilled nursing facilities located in Georgia (the “Wellington Lease Termination”) with affiliates of Wellington Healthcare Services II, L.P. (“Wellington”), and as a portfolio stabilization measure, the Company commenced operating one of the facilities, a previously subleased 134-bed 208-bed Leases Leases 10-K The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. For a description of the Merger, see Note 1— Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q Rule 8-03 S-X. Accordingly, You should read the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q Summary of Significant Accounting Policies . Risks and Uncertainties While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility. On January 1, 2021, following the Wellington Lease Termination, the Company commenced operating the Tara Facility, which facility comprises approximately 5.0% of the total amount of the Company’s licensed patient beds. This portfolio stabilization measure exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business and Industry—Our portfolio stabilization measures expose the Company to the various risks facing our tenants” in Part I, Item 1.A, “Risk Factors.” in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, COVID-19, COVID-19 shelter-in-place COVID-19 As of October 29, 2021, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 COVID-19 protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to SNFs, and higher hospital re-admittances The COVID-19 COVID-19. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 COVID-19 COVID-19 As a result of the COVID-19 If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace the tenants or restructure the tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 97% of its anticipated fixed monthly rental receipts from tenants for the three and nine months ended September 30, 2021, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 COVID-19 On November 5, 2021, the CMS published COVID-19 To help offset these costs as well as occupancy declines, various relief programs have been enacted by federal and state governments, which have provided, and we expect will continue to provide, some payments to our tenants, subject to the programs’ respective terms and conditions. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) established a grant program administered by the U.S. Department of Health and Human Services (“HHS”) under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19 To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, and some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our prior operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19. COVID-19 COVID-19, Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Revenue Recognition and Allowances Patient Care Revenue. Revenue from Contracts with Customers discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Revenue is recognized as performance obligations are satisfied. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net operating revenues. Triple-Net triple-net Management Fees, Revenue from Contracts with Customers Other Revenues loan-by-loan Allowances. As of September 30, 2021 and December 31, 2020, the Company reserved for approximately $0.1 million and $1.4 million, respectively, of uncollected receivables. Accounts receivable, net of allowance, totaled $1.9 million at September 30, 2021 and $2.1 million at December 31, 2020. The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) September 30, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 1,118 $ 3,481 Healthcare Services 960 — Sub Total 2,078 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (110 ) — Sub Total (142 ) (1,381 ) Accounts receivable, net of allowance $ 1,936 $ 2,100 (c) See Note 6— Leases Pre-Paid As of September 30, 2021 and December 31, 2020, the Company had approximately $0.6 million and $0.3 million, respectively, in pre-paid Accounts Payable The following table presents the Company’s Accounts payable for the periods presented: (Amounts in 000’s) September 30, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,027 $ 3,008 Healthcare Services 891 — Total Accounts payable $ 3,918 $ 3,008 Other liabilities As of September 30, 2021 and December 31, 2020, the Company had approximately $1.6 million and $1.4 million, in Other liabilities, consisting of security lease deposits and sublease improvement funds. Other expense, net The Company has retained professional services to evaluate and assist with possible opportunities to improve the Company’s capital structure. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of September 30, 2021, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: For the Three For the Nine (Amounts in 000’s) 2021 2020 2021 2020 Rental revenues $ 111 $ 134 $ 342 $ 379 Other operating expenses $ 111 $ 134 $ 342 $ 379 Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. Prior GAAP provided for the deferral and amortization of such costs over the applicable lease term. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98% for the Company’s leases that approximated our incremental borrowing rate as of January 1, 2019, and the current lease term. See Note 6– Leases Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara Facility. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). See Note 14— Commitments and Contingencies , Accrued Expenses Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: September 30, (Share amounts in 000’s) 2021 2020 Stock options 13 13 Warrants—employee 49 49 Warrants—non employee 9 9 Total anti-dilutive securities 71 71 The weighted average contractual terms in years for these securities as of September 30, 2021, with no intrinsic value, are 2.8 years for the stock options and 2.2 years for the warrants. Recently Issued Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05—Leases Lessors—Certain Leases with Variable Lease Payments, day-one 2021-05 See Part II, Item 8, “Financial Statements and Supplementary Data” , |
Liquidity
Liquidity | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Liquidity [Abstract] | ||
Liquidity | NOTE 2. LIQUIDITY Overview The Company intends to pursue measures to grow its operations, streamline its cost infrastructure and otherwise increase liquidity, including: (i) refinancing or repaying debt to reduce interest costs and mandatory principal repayments, with such repayment to be funded through potentially expanding borrowing arrangements with certain lenders; (ii) increasing future lease revenue through acquisitions and investments in existing properties; (iii) modifying the terms of existing leases; (iv) replacing certain tenants who default on their lease payment terms; and (v) reducing other and general and administrative expenses. Management anticipates access to several sources of liquidity, including cash on hand, cash flows from operations, and debt refinancing during the twelve months following the date of this filing. At June 30, 2021, the Company had $5.6 million in unrestricted cash. During the six months ended June 30, 2021, the Company generated positive cash flow from continuing operations of $2.5 million and anticipates continued positive cash flow from operations in the future, subject to the continued uncertainty of the COVID-19 On December 1, 2020, the Company entered into the Wellington Lease Termination with the following affiliates of Wellington, 3223 Falligant Avenue Associates, L.P. (“Tara Tenant”) and 3460 Powder Springs Road Associates, L.P. (“Powder Springs Tenant”, together with Tara Tenant, the “Wellington Tenants”). The Wellington Tenants subleased two of the Company’s eight Georgia facilities, leased under a prime lease, under agreements dated January 31, 2015, as subsequently amended (the “Wellington Subleases”). Per the Wellington Lease Termination, possession, custody, control and operation of the Tara Facility and Powder Springs Facility (the “Wellington Facilities”) transitioned from the Wellington Tenants to the Company (the “Wellington Transition”) at 12:01 a.m. on January 1, 2021 (the “Wellington Transition Date”), pursuant to the terms and provisions of the Operations Transfer Agreements (the “OTAs”), which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination and which included customary termination events. The OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to the Georgia Department of Community Health’s (“DCH”) approval of the Change in Ownership Applications (the “Applications”), which were filed by Regional on December 2, 2020. On the Wellington Transition Date, the Wellington Tenants: (i) paid all cash on hand at the Wellington Facilities to Regional; (ii) transferred and assigned, to the Company, all accounts receivable previously due to the Wellington Tenants as of the Wellington Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with Regional with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses including approximately $1.7 million of bed taxes in arrears. On January 1, 2019, security agreements executed between the Company and the Wellington Tenants provided for certain of the Wellington Tenants assets as collateral to the Company in the event of any default under prior agreements with the Company (the “Security Agreements”). These Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. During the six months ended June 30, 2021, the Company collected $3.2 million pursuant to the Wellington Lease Termination (excluding $0.2 million insurance refund) and paid $1.0 million to partially satisfy the Wellington Lease Termination obligation of approximately $1.7 million of bed taxes in arrears and $0.1 million in collection expenses. The Company provides no assurance that we will be able to collect any of the additional $1.3 million in rent arrears in excess of the net $1.4 million already collected. During the three and six months ended June 30, 2021, the Company recognized $0.1 million and $0.5 million, respectively, of variable rent for the Powder Springs Facility and, as of the date of filing this Quarterly Report, has collected all of such variable rent replacing approximately $1.0 million of cash rent previously anticipated from the Wellington Tenant. The Tara Facility operations performance during the six months ended June 30, 2021 has been sufficient to cover approximately 54% the rent the Company is obligated to pay under its lease. For further information on the Tara Facility performance see Note 13— Segment Results The Company is current with all of its Notes payable and other debt as described in Note 8— Notes Payable and Other Debt COVID-19 Notes Payable and Other Debt Series A Preferred Dividend Suspension On June 8, 2018, the board of directors of Regional (the “Board”) indefinitely suspended quarterly dividend payments with respect to the 10.875% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”). As of June 30, 2021, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $32.4 million of undeclared Series A Preferred Stock dividends in arrears. The Board believes that the dividend suspension will provide the Company with additional funds to meet, in part, its ongoing liquidity needs. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for more than four dividend periods, the annual dividend rate on the Series A Preferred Stock for the fifth and future missed dividend periods has increased to 12.875%, which is equivalent to $3.20 per share each year, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) and continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash. Debt As of June 30, 2021, the Company had $54.2 million in indebtedness, net of $1.3 million deferred financing, and unamortized discounts. The Company anticipates net principal repayments of approximately $6.4 million during the next twelve-month period, including approximately $0.5 million other debt on August 25, 2021 (the “KeyBank Exit Notes”), $3.6 million in senior debt, other mortgage indebtedness on May 1, 2022 (the “Meadowood Credit Facility”) and $1.4 million of routine debt service amortization, $0.8 million of current maturities of other debt (including $0.3 million related to insurance financing for the Tara Facility operations), and a $0.1 million payment of bond debt. The Company is in negotiations to extend the maturity date of the KeyBank Exit Notes and Meadowood Credit Facility. Debt Covenant Compliance As of June 30, 2021, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit-related instruments. Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the Company’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the Company to meet its obligations as they come due arising within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the Company will be able to continue as a going concern. The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months, and the Company’s recurring business operating expenses. The Company concludes that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. | NOTE 2. LIQUIDITY Overview The Company intends to pursue measures to grow its operations, streamline its cost infrastructure and otherwise increase liquidity, including: (i) refinancing or repaying debt to reduce interest costs and mandatory principal repayments, with such repayment to be funded through potentially expanding borrowing arrangements with certain lenders; (ii) increasing future lease revenue through acquisitions and investments in existing properties; (iii) modifying the terms of existing leases; (iv) replacing certain tenants who default on their lease payment terms; and (v) reducing other and general and administrative expenses. Management anticipates access to several sources of liquidity, including cash on hand, cash flows from operations, and debt refinancing during the twelve months following the date of this filing. At September 30, 2021, the Company had $6.2 million in unrestricted cash, including a Medicaid overpayment of $1.0 million received on September 30, 2021, which the Company expects to repay in the near future and is recorded in “Accrued Expenses” in the Company’s consolidated balance sheets as of September 30, 2021. During the nine months ended September 30, 2021, the Company generated positive cash flow from continuing operations of $4.3 million (including the $1.0 million Medicaid overpayment) and anticipates continued positive cash flow from operations in the future, subject to the continued uncertainty of the COVID-19 Operations On December 1, 2020, the Company entered into the Wellington Lease Termination with the following affiliates of Wellington, 3223 Falligant Avenue Associates, L.P. (“Tara Tenant”) and 3460 Powder Springs Road Associates, L.P. (“Powder Springs Tenant”, and together with Tara Tenant, the “Wellington Tenants”). The Wellington Tenants subleased two of the Company’s eight Georgia facilities, leased under a prime lease, under agreements dated January 31, 2015, as subsequently amended (the “Wellington Subleases”). Per the Wellington Lease Termination, possession, custody, control and operation of the Tara Facility and Powder Springs Facility (the “Wellington Facilities”) transitioned from the Wellington Tenants to the Company (the “Wellington Transition”) at 12:01 a.m. on January 1, 2021 (the “Wellington Transition Date”), pursuant to the terms and provisions of the Operations Transfer Agreements (the “OTAs”), which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination and which included customary termination events. The OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to the Georgia Department of Community Health’s (“DCH”) approval of the Change in Ownership Applications (the “Applications”), which were filed by Regional on December 2, 2020. On the Wellington Transition Date, the Wellington Tenants: (i) paid all cash on hand at the Wellington Facilities to Regional; (ii) transferred and assigned, to the Company, all accounts receivable previously due to the Wellington Tenants as of the Wellington Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with Regional with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses, including approximately $1.7 million of bed taxes in arrears. On January 1, 2019, security agreements executed between the Company and the Wellington Tenants provided for certain of the Wellington Tenants assets as collateral to the Company in the event of any default under prior agreements with the Company (the “Security Agreements”). These Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. During the three months ended September 2021, the Company recorded $0.1 million in debt recovery due to collections exceeding our December 31, 2020 estimated allowance. During the nine months ended September 30, 2021, the Company collected $3.3 million pursuant to the Wellington Lease Termination (excluding $0.2 million insurance refund) and paid $1.0 million to partially satisfy the Wellington Lease Termination obligation of approximately $1.7 million of bed taxes in arrears and $0.1 million in collection expenses. The Company provides no assurance that we will be able to collect any of the additional $1.2 million in rent arrears in excess of the net $1.5 million already collected. During the three and nine months ended September 30, 2021, the Company recognized $0.5 million and $1.0 million, respectively, of variable rent for the Powder Springs Facility and, as of the date of filing this Quarterly Report, has collected all of such variable rent replacing approximately $1.5 million of cash rent previously anticipated from the Wellington Tenant. The Tara Facility operations performance during the three and nine months ended September 30, 2021 has been insufficient to cover any of the rent the Company is obligated to pay under its lease. On January 1, 2021, the Company entered into the Vero Management Agreement with Vero Health under which Vero Health provided management consulting services for the Tara Facility, which the Company now operates. On September 21, 2021, the Company notified Vero Health of Regional’s intention to terminate the Vero Management Agreement, effective October 1, 2021. Regional will continue to operate the Tara Facility and has entered into the Peach Management Agreement with Peach dated as of September 22, 2021 and effective October 1, 2021 to provide management consulting services for the Tara Facility. Affiliates of Peach also lease from Regional three facilities located in Georgia. The fixed Management fee Regional will pay Peach is 1% less than under the Vero Management Agreement with additional percentages for meeting specified performance targets. For further information on the Peach Management Agreement see Note 6— Leases —Segment Results The Company is current with all of its Notes payable and other debt as described in Note 8— Notes Payable and Other Debt COVID-19 Notes Payable and Other Debt Series A Preferred Dividend Suspension On June 8, 2018, the board of directors of Regional (the “Board”) indefinitely suspended quarterly dividend payments with respect to the 10.875% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”). As of September 30, 2021, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $34.6 million of undeclared Series A Preferred Stock dividends in arrears. The Board believes that the dividend suspension will provide the Company with additional funds to meet, in part, its ongoing liquidity needs. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for more than four dividend periods, the annual dividend rate on the Series A Preferred Stock for the fifth and future missed dividend periods has increased to 12.875%, which is equivalent to $3.20 per share each year, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) and continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash. Debt As of September 30, 2021, the Company had $53.4 million in indebtedness, net of $1.3 million deferred financing, and unamortized discounts. The Company anticipates net principal repayments of approximately $2.0 million during the next twelve-month period, approximately $1.3 million of routine debt service amortization, $0.6 million of current maturities of other debt (including $0.1 million related to insurance financing for the Tara Facility operations), and a $0.1 million payment of bond debt. Debt Extinguishment. On September 30, 2021 the Company and the Exchange Bank of Alabama executed a $5.1 million Promissory Note with a 3.95% annual fixed interest rate and maturity date of October 10, 2026 (the “Coosa Credit Facility”). The Coosa Credit Facility, refinanced $5.1 million prime + 1.5% variable interest rate debt owed to Metro City Bank with a maturity date of January 31, 2036, (the “Coosa MCB Loan”). The Coosa Credit Facility is secured by the assets of the Company’s subsidiary Coosa Nursing ADK, LLC (“Coosa”) which owns the 124-bed 106-bed Consequently the Company recorded a net gain of approximately $0.1 million on extinguishment of debt during the three months ended September 30, 2021, being $0.2 million gain on forgiveness of the PPP Loan partially offset by $0.1 million of expensed deferred financing fees associated with the extinguishment of the Coosa MCB Loan. Debt Modification. Notes Payable and Other Debt. Debt Covenant Compliance As of September 30, 2021, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit-related instruments. Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the Company’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the Company to meet its obligations as they come due arising within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the Company will be able to continue as a going concern. The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months, and the Company’s recurring business operating expenses. The Company concludes that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. |
Cash and Restricted Cash
Cash and Restricted Cash | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Restricted Cash and Investments [Abstract] | ||
Cash and Restricted Cash | NOTE 3. CASH AND RESTRICTED CASH The following presents the Company’s cash and restricted cash: (Amounts in 000’s) June 30, 2021 December 31, 2020 Cash $ 5,633 $ 4,186 Restricted cash: Cash collateral 62 124 HUD and other replacement reserves 1,827 1,675 Escrow deposits 760 1,190 Restricted investments for debt obligations 317 317 Total restricted cash 2,966 3,306 Total cash and restricted cash $ 8,599 $ 7,492 Cash collateral— HUD and other replacement reserves— Escrow deposits— Restricted cash for debt obligations | NOTE 3. CASH AND RESTRICTED CASH The following presents the Company’s cash and restricted cash: (Amounts in 000’s) September 30, 2021 December 31, 2020 Cash (a) $ 6,233 $ 4,186 Restricted cash: Cash collateral 93 124 HUD and other replacement reserves 1,918 1,675 Escrow deposits 1,065 1,190 Restricted investments for debt obligations 317 317 Total restricted cash 3,393 3,306 Total cash and restricted cash $ 9,626 $ 7,492 (a) Includes a Medicaid overpayment of $1.0 million received on September 30, 2021, which the Company expects to repay in the near future and is recorded in “Accrued Expenses” in the Company’s consolidated balance sheets as of September 30, 2021. Cash collateral— HUD and other replacement reserves— Escrow deposits— Restricted cash for debt obligations |
Property and Equipment
Property and Equipment | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful Lives June 30, 2021 December 31, 2020 Buildings and improvements 5-40 $ 65,687 $ 65,629 Equipment and computer related 2-10 5,047 5,139 Land (1) — 2,776 2,776 Construction in process — 5 69 73,515 73,613 Less: accumulated depreciation and amortization (22,160 ) (21,080 ) Property and equipment, net $ 51,355 $ 52,533 (2) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 7.4 years. The following table summarizes total depreciation and amortization expense for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2021 2020 2021 2020 Depreciation $ 543 $ 544 $ 1,083 $ 1,094 Amortization 109 225 219 451 Total depreciation and amortization expense $ 652 $ 769 $ 1,302 $ 1,545 | NOTE 4. PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful Lives September 30, 2021 December 31, 2020 Buildings and improvements 5-40 $ 65,695 $ 65,629 Equipment and computer related 2-10 5,067 5,139 Land (1) — 2,776 2,776 Construction in process — — 69 73,538 73,613 Less: accumulated depreciation and amortization (22,783 ) (21,080 ) Property and equipment, net $ 50,755 $ 52,533 (3) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 7.1 years. The following table summarizes total depreciation and amortization expense for the three and nine months ended September 30, 2021 and 2020: Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Depreciation $ 542 $ 537 $ 1,625 $ 1,631 Amortization 109 157 328 608 Total depreciation and amortization expense $ 651 $ 694 $ 1,953 $ 2,239 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets and Goodwill | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (included in property and equipment) (a) Bed Licenses— Separable (b) Lease Rights Total Goodwill (b) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization (3,754 ) — (48 ) (3,802 ) — Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 $ 1,585 Amortization expense (207 ) — (12 ) (219 ) — Balances, June 30, 2021 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (3,961 ) — (60 ) (4,021 ) — Net carrying amount $ 10,315 $ 2,471 $ 146 $ 12,932 $ 1,585 (c) Non-separable Property and Equipment (d) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. The following table summarizes amortization expense for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended (Amounts in 000’s) 2021 2020 2021 2020 Bed licenses $ 103 $ 103 $ 207 $ 207 Lease rights 6 122 12 244 Total amortization expense $ 109 $ 225 $ 219 $ 451 Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2021 (a) $ 207 $ 12 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total expected amortization expense $ 10,315 $ 146 (a) Estimated amortization expense for the year ending December 31, 2021, includes only amortization to be recorded after June 30, 2021. | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (included in property and equipment) (a) Bed Separable (b) Lease Rights Total Goodwill (b) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization (3,754 ) — (48 ) (3,802 ) — Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 $ 1,585 Amortization expense (310 ) — (18 ) (328 ) — Balances, September 30, 2021 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (4,064 ) — (66 ) (4,130 ) — Net carrying amount $ 10,212 $ 2,471 $ 140 $ 12,823 $ 1,585 (e) Non-separable Property and Equipment (f) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. The following table summarizes amortization expense for the three and nine months ended September 30, 2021 and 2020: Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Bed licenses $ 103 $ 103 $ 310 $ 310 Lease rights 6 54 18 298 Total amortization expense $ 109 $ 157 $ 328 $ 608 Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2021 (a) $ 104 $ 6 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total expected amortization expense $ 10,212 $ 140 (a) Estimated amortization expense for the year ending December 31, 2021, includes only amortization to be recorded after September 30, 2021. |
Leases
Leases | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Leases | NOTE 6. LEASES Operating Leases Facilities Leased to the Company — non-cancelable Future Minimum Lease Payments Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 (2) $ 3,336 $ (106 ) $ 3,230 2022 6,752 (591 ) 6,161 2023 6,851 (1,050 ) 5,801 2024 6,958 (1,494 ) 5,464 2025 7,095 (1,950 ) 5,145 Thereafter 12,736 (4,497 ) 8,239 Total $ 43,728 $ (9,688 ) $ 34,040 (1) Weighted average discount rate 7.98%. (2) Estimated minimum lease payments for the year ending December 31, 2021 include only payments to be paid after June 30, 2021. For further details regarding the Company’s leases from unaffiliated owners under non-cancelable Facilities Leased or Subleased by the Company— Empire. The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. For the first six months, the base rent under the PS Sublease will equal the adjusted earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”) as defined in the PS Sublease, of PS Operator, to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR (as defined in the PS Sublease); however, beginning with month thirteen, the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. For the first three months, if Adjusted EBITDAR was less than $0, PS Operator would not have paid any base rent and the Company would have reimbursed PS Operator an amount equal to the amount by which each period’s Adjusted EBITDAR was less than $0. Beginning with the fourth month and thereafter, the PS Sublease became a “triple net” lease with PS Operator responsible for payment of all expenses in addition to rent. During the three and six months ended June 30, 2021, the Company recognized $0.1 million and $0.5 million of variable rent respectively for the Powder Springs Facility and $0.1 million each month during the six month period ended June 30, 2021, in straight-line rent. If the monthly average adjusted cash flows of PS Operator (as described in the PS Sublease) is less than $100,000 for any consecutive three-month period after the sixth month of the PS Sublease, then Regional may terminate the PS Sublease subject to the conditions set forth in the PS Sublease. The PS Sublease also includes customary covenants, events of default and indemnification obligations. Sublease Termination Wellington . On December 1, 2020, the Company entered into the Wellington Lease Termination with the Wellington Tenants, Wellington, as guarantor, and Mansell Court Associates LLC (“Pledgor”). Tenants, Wellington and Pledgor, together with each of their respective affiliates, shareholders, partners, members, managers, officers, directors and employees thereof, are the “Wellington Parties”. The Wellington Transition occurred at 12:01 a.m. on January 1, 2021, pursuant to the terms and provisions of the OTAs which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination, which included customary termination events. The OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to DCH approval of the Applications, which were filed by Regional on December 2, 2020. On the Wellington Transition Date, the Wellington Tenants: (i) paid all cash on hand at the Wellington Facilities to Regional; (ii) transferred and assigned to the Company all accounts receivable previously due to the Wellington Tenants as of the Wellington Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with Regional with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses including approximately $1.7 million of bed taxes in arrears. The Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. During the six months ended June 30, 2021, the Company collected $3.2 million pursuant to the Wellington Lease Termination (excluding $0.2 million insurance refund) and paid $1.0 million to partially satisfy the Wellington Lease Termination obligation of approximately $1.7 million of bed taxes in arrears and approximately $0.1 million in collection expenses. The Company provides no assurance that we will be able to collect any of the additional $1.3 million in rent arrears in excess of the net $1.4 million already collected. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. During the three and six months ended June 30, 2021, the Company recognized $0.1 million and $0.5 million of variable rent for the Powder Springs Facility and, as of the date of filing this Quarterly Report, has collected all of such variable rent replacing approximately $1.0 million of cash rent previously anticipated for the Wellington Tenant. The Tara Facility operations performance during the six months ended June 30, 2021 has been sufficient to cover approximately 54% of the rent the Company is obligated to pay under its lease. For further information on the Tara Facility performance see Note 13—Segment Results. When the Wellington Transition occurred, all agreements executed prior to the Wellington Lease Termination with the Wellington Parties, other than the Security Agreements, terminated automatically. Additionally, the Wellington Parties and Regional agreed to a mutual release whereby each party releases, acquits, and forever discharges the other party from any and all charges, complaints, claims, liabilities, demands, costs, losses, debts, and expenses of any nature whatsoever (including attorneys’ fees and costs actually incurred), known or unknown, suspected or unsuspected, accrued or not accrued, whether in law or in equity, that existed from the beginning of time to the Wellington Transition Date. Subject to provisions in the OTAs and the Wellington Lease Termination, Regional is not liable for any contractual obligations or liabilities of the Wellington Parties owed to third-parties arising prior to the Wellington Transition Date. Regional will pay and/or assume all vacation days, sick days and paid time off accruing on or before the Wellington Transition Date. Regional has indemnified the Wellington Parties from liabilities arising from or relating to any unpaid nursing home provider fees relating in any way to the Tara Facility and Powder Springs Facility for the period prior to and/or after December 1, 2020. Aspire. Symmetry. 106-bed, 96-bed, 84-bed, On January 28, 2019, the Company reached an agreement with the Symmetry Tenants with respect to the Symmetry Leases, pursuant to which the Symmetry Tenants agreed to a $0.8 million (including approximately $0.06 million finance fees) payment plan for the rent arrears (the “Symmetry Payment Plan”). On February 28, 2019, the Company and the Mountain Trace Tenant mutually terminated the lease with respect to the Mountain Trace Facility and operations at the facility were transferred to Vero Health X, LLC, an affiliate of Vero Health, and hereafter also referred to as Vero Health. The Symmetry Tenants paid $0.1 million of the Symmetry Payment Plan during the six months ended June 30, 2021 and $0.1 million during the six months ended June 30, 2020. In February 2021, the Symmetry Tenants completed the Symmetry Payment Plan, upon completion of which the Company recognized $0.05 million in “Other revenues” having previously recognized $0.01 million prior to the year ended December 31, 2019. Vero Health. Peach Health. non-cash Notes Receivable: At June 30, 2021 and December 31, 2020, approximately $0.4 million was outstanding on the Peach Line. Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) 2021 (a) $ 6,276 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 97,828 (b) Estimated minimum lease receivables for the year ending December 31, 2021 include only payments scheduled to be received after June 30, 2021. For further details regarding the Company’s leased and subleased facilities to third-party operators, including a full summary of the Company’s leases to third-parties and which comprise the future minimum lease receivables of the Company, see Part II, Item 8, “Financial Statements and Supplementary Data”, Note 6 —Leases | NOTE 6. LEASES Operating Leases Facilities Leased to the Company — non-cancelable Future Minimum Lease Payments Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 (2) $ 1,675 $ (37 ) $ 1,638 2022 6,752 (468 ) 6,284 2023 6,851 (933 ) 5,918 2024 6,958 (1,385 ) 5,573 2025 7,095 (1,847 ) 5,248 Thereafter 12,736 (4,331 ) 8,405 Total $ 42,067 $ (9,001 ) $ 33,066 (1) Weighted average discount rate 7.98%. (2) Estimated minimum lease payments for the year ending December 31, 2021 include only payments to be paid after September 30, 2021. For further details regarding the Company’s leases from unaffiliated owners under non-cancelable Leases Facilities Leased or Subleased by the Company— Empire. The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. For the first six months, the base rent under the PS Sublease equated to the adjusted earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”) as defined in the PS Sublease, of PS Operator, to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR (as defined in the PS Sublease); however, beginning with month thirteen, the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. For the first three months, if Adjusted EBITDAR was less than $0, PS Operator would not have paid any base rent and the Company would have reimbursed PS Operator an amount equal to the amount by which each period’s Adjusted EBITDAR was less than $0. Beginning with the fourth month and thereafter, the PS Sublease became a “triple net” lease with PS Operator responsible for payment of all expenses in addition to rent. During the three and nine months ended September 30, 2021, the Company recognized $0.5 million and $1.0 million of variable rent, respectively, for the Powder Springs Facility, and $0.1 million each month during the nine month period ended September 30, 2021, in straight-line rent. If the monthly average adjusted cash flows of PS Operator (as described in the PS Sublease) is less than $100,000 for any consecutive three-month period after the sixth month of the PS Sublease, then Regional may terminate the PS Sublease subject to the conditions set forth in the PS Sublease. The PS Sublease also includes customary covenants, events of default and indemnification obligations. Sublease Termination Wellington . On December 1, 2020, the Company entered into the Wellington Lease Termination with the Wellington Tenants, Wellington, as guarantor, and Mansell Court Associates LLC (“Pledgor”). Tenants, Wellington and Pledgor, together with each of their respective affiliates, shareholders, partners, members, managers, officers, directors and employees thereof, are the “Wellington Parties”. The Wellington Transition occurred at 12:01 a.m. on January 1, 2021, pursuant to the terms and provisions of the OTAs which the Company and the Wellington Tenants entered into in connection with the Wellington Lease Termination, which included customary termination events. The OTAs were subject to customary closing conditions and representations and warranties. The Wellington Transition was subject to DCH approval of the Applications, which were filed by Regional on December 2, 2020. On the Wellington Transition Date, the Wellington Tenants: (i) paid all cash on hand at the Wellington Facilities to Regional; (ii) transferred and assigned to the Company all accounts receivable previously due to the Wellington Tenants as of the Wellington Transition Date; and (iii) entered into commercially reasonable Deposit Account Control Agreements with Regional with respect to all of the Wellington Tenants’ bank accounts that receive accounts receivable remittances. Additionally, on the Wellington Transition Date, the Company became liable for certain expenses including approximately $1.7 million of bed taxes in arrears. The Security Agreements survive the Wellington Transition and will remain in full force and effect in order to assist Regional in collecting the accounts receivable. As of December 31, 2020, Regional recorded an estimated allowance of $1.4 million against a rent receivable of $2.7 million from the Wellington Tenants. During the three months ended September 2021, the Company recorded $0.1 million in debt recovery due to collections exceeding our December 31, 2020 estimated allowance. During the nine months ended September 30, 2021, the Company collected $3.3 million pursuant to the Wellington Lease Termination (excluding a $0.2 million insurance refund) and paid $1.0 million to partially satisfy the Wellington Lease Termination obligation of approximately $1.7 million of bed taxes in arrears and approximately $0.1 million in collection expenses. The Company provides no assurance that we will be able to collect any of the additional $1.2 million in rent arrears in excess of the net $1.5 million already collected. Scheduled rent payments under the Wellington Subleases constituted approximately 23% of the Company’s anticipated annual revenue in 2020. During the three and nine months ended September 30, 2021, the Company recognized $0.5 million and $1.0 million of variable rent for the Powder Springs Facility and, as of the date of filing this Quarterly Report, has collected all of such variable rent replacing approximately $1.5 million of cash rent previously anticipated for the Wellington Tenant. The Tara Facility operations performance during the three and nine months ended September 30, 2021 has been insufficient to cover any of the rent the Company is obligated to pay under its lease. On January 1, 2021, the Company entered into the Vero Management Agreement with Vero Health under which Vero Health provided management consulting services for the Tara Facility, which the Company now operates. On September 21, 2021, the Company notified Vero Health, of Regional’s intention to terminate the Vero Management Agreement, effective October 1, 2021. Regional will continue to operate the Tara Facility and has entered into the Peach Management Agreement with Peach dated as of September 22, 2021 and effective October 1, 2021, to provide management consulting services for the Tara Facility. Affiliates of Peach also lease from Regional three facilities located in Georgia. Under the Peach Management Agreement, for the first six months Regional will pay Peach: (i) a monthly management fee equal to 4% of the Adjusted Net Revenues (as defined in the Peach Management Agreement) of the Tara Facility with a monthly minimum of $35,000; (ii) an incentive fee of 1% of the Adjusted Net Revenues in the event that monthly EBITDAR (as defined in the Peach Management Agreement) is above $105,000; and (iii) an incentive fee of 13% of EBITDAR in the event that monthly EBITDAR is above $125,000. For months seven through the end of the Peach Management Agreement, Regional will pay Peach: (a) a monthly management fee equal to 3% of the Adjusted Net Revenues of the Tara Facility with a monthly minimum of $30,000; (b) an incentive fee of 1% of the Adjusted Net Revenues in the event that monthly EBITDAR is above $105,000; and (c) an incentive fee of 15% of EBITDAR in the event that monthly EBITDAR is above $125,000. All incentive fees will be paid on a quarterly basis. The term of the Peach Management Agreement commences on October 1, 2021 and continues for 12 months thereafter, subject to earlier termination as provided in the Peach Management Agreement. The Peach Management Agreement also includes customary covenants, termination provisions and indemnification obligations. For further information on the Tara Facility performance see Note 13— Segment Results When the Wellington Transition occurred, all agreements executed prior to the Wellington Lease Termination with the Wellington Parties, other than the Security Agreements, terminated automatically. Additionally, the Wellington Parties and Regional agreed to a mutual release whereby each party releases, acquits, and forever discharges the other party from any and all charges, complaints, claims, liabilities, demands, costs, losses, debts, and expenses of any nature whatsoever (including attorneys’ fees and costs actually incurred), known or unknown, suspected or unsuspected, accrued or not accrued, whether in law or in equity, that existed from the beginning of time to the Wellington Transition Date. Subject to provisions in the OTAs and the Wellington Lease Termination, Regional is not liable for any contractual obligations or liabilities of the Wellington Parties owed to third-parties arising prior to the Wellington Transition Date. Regional will pay and/or assume all vacation days, sick days and paid time off accruing on or before the Wellington Transition Date. Regional has indemnified the Wellington Parties from liabilities arising from or relating to any unpaid nursing home provider fees relating in any way to the Tara Facility and Powder Springs Facility for the period prior to and/or after December 1, 2020. Aspire. Symmetry. 106-bed 96-bed 84-bed On January 28, 2019, the Company reached an agreement with the Symmetry Tenants with respect to the Symmetry Leases, pursuant to which the Symmetry Tenants agreed to a $0.8 million (including approximately $0.06 million finance fees) payment plan for the rent arrears (the “Symmetry Payment Plan”). On February 28, 2019, the Company and the Mountain Trace Tenant mutually terminated the lease with respect to the Mountain Trace Facility and operations at the facility were transferred to Vero Health X, LLC, an affiliate of Vero Health, and hereafter also referred to as “Vero Health”. The Symmetry Tenants paid $0.1 million of the Symmetry Payment Plan during the nine months ended September 30, 2021 and $0.3 million during the nine months ended September 30, 2020. In February 2021, the Symmetry Tenants completed the Symmetry Payment Plan, upon completion of which the Company recognized $0.05 million in “Other revenues”, having previously recognized $0.01 million prior to the year ended December 31, 2019. Vero Health. Peach Health. non-cash Notes Receivable: at September 30, 2021 and December 31, 2020, approximately $0.4 million was outstanding on the Peach Line. Future Minimum Lease Receivables Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) 2021 (a) $ 3,189 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 94,741 (a) Estimated minimum lease receivables for the year ending December 31, 2021 include only payments scheduled to be received after September 30, 2021. For further details regarding the Company’s leased and subleased facilities to third-party operators, including a full summary of the Company’s leases to third-parties and which comprise the future minimum lease receivables of the Company, see Note 6— Leases Acquisitions and Dispositions |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | NOTE 7. ACCRUED EXPENSES Accrued expenses consist of the following: (Amounts in 000’s) June 30, 2021 December 31, 2020 Accrued employee benefits and payroll-related $ 541 $ 218 Real estate and other taxes (1) 1,257 491 Self-insured reserve (2) 168 183 Accrued interest 284 424 Unearned rental revenue 42 41 Other accrued expenses 1,028 868 Total accrued expenses $ 3,320 $ 2,225 (3) Includes approximately $0.7 million of bed taxes in arrears related to the Wellington Transition and approximately $0.3 million bed tax accrual for the six months ended June 30, 2021 for the Healthcare Services segment. (4) The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third-party administrator and outside counsel to manage and defend the claims (see Note 12— Commitments and Contingencies) | NOTE 7. ACCRUED EXPENSES Accrued expenses consist of the following: (Amounts in 000’s) September 30, 2021 December 31, 2020 Accrued employee benefits and payroll-related $ 438 $ 218 Real estate and other taxes (1) 1,175 491 Self-insured reserve (2) 140 183 Accrued interest 222 424 Unearned rental revenue 42 41 Medicaid overpayment—Healthcare Services 1,032 — Other accrued expenses 1,114 868 Total accrued expenses $ 4,163 $ 2,225 (5) Includes approximately $0.7 million of bed taxes in arrears related to the Wellington Transition and approximately $0.1 million bed tax accrual for the three months ended September 30, 2021 for the Healthcare Services segment. Additionally, approximately $0.1 million bed tax for the Healthcare Services segment is included in “Accounts payable” in the Company’s consolidated balance sheets. (6) The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third-party administrator and outside counsel to manage and defend the claims (see Note 12— Commitments and Contingencies) |
Notes Payable and Other Debt
Notes Payable and Other Debt | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Notes Payable and Other Debt | NOTE 8. NOTES PAYABLE AND OTHER DEBT See Part II, Item 8, “Financial Statements and Supplementary Data”, Notes Payable and Other Debt Notes payable and other debt consists of the following: (Amounts in 000’s) June 30, 2021 December 31, 2020 Senior debt—guaranteed by HUD $ 30,646 $ 31,104 Senior debt—guaranteed by USDA 13,008 13,139 Senior debt—guaranteed by SBA 615 628 Senior debt—bonds 6,379 6,500 Senior debt—other mortgage indebtedness 3,555 3,631 Other debt 1,291 822 Subtotal 55,494 55,824 Deferred financing costs (1,202 ) (1,250 ) Unamortized discount on bonds (129 ) (135 ) Notes payable and other debt $ 54,163 $ 54,439 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, 2021 December 31, 2020 Senior debt—guaranteed by HUD (b) The Pavilion Care Center Orix Real Estate 12/01/2027 Fixed 4.16% $ 925 $ 986 Hearth and Care of Greenfield Orix Real Estate 08/01/2038 Fixed 4.20% 1,883 1,920 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 4,902 4,968 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 7,613 7,712 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 6,617 6,705 Georgetown Midland State Bank 10/01/2046 Fixed 2.98% 3,350 3,394 Sumter Valley KeyBank 01/01/2047 Fixed 3.70% 5,356 5,419 Total $ 30,646 $ 31,104 Senior debt—guaranteed by USDA (c) Coosa (d) Metro City 09/30/2035 Prime + 1.50 5.50% 5,101 5,149 Mountain Trace (e) Community B&T 12/24/2036 Prime + 1.75 5.75% 3,914 3,972 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50 6.00% 3,993 4,018 Total $ 13,008 $ 13,139 Senior debt—guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25 5.50% 615 628 Total $ 615 $ 628 (a) Represents cash interest rates as of June 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.08% to 0.53% per annum. (b) For the seven SNFs, the Company has term loans with financial institutions that are insured 100% by HUD. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into each loan, the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Pursuant to the CARES Act, up to three months of debt service payments for six of the credit facilities can be made from our restricted cash reserves. (c) For the three SNFs, the Company has term loans with financial institutions that are insured 70% to 80% by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 1% through 2021, capped at 1% for the remainder of the first 10 years of the term and 0% thereafter except Coosa (as defined below) which is 1% thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for that certain 124-bed re-amortized (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed re-amortized (g) For the one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is 75% insured by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, 2021 December 31, 2020 Senior debt—bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,379 $ 6,379 Eaglewood Bonds Series B (b) City of Springfield, Ohio 05/01/2021 Fixed 8.50% — 121 Total $ 6,379 $ 6,500 (b) Represents cash interest rates as of June 30, 2021. The rates exclude amortization of deferred financing of approximately 0.01% per annum. (c) On May 3, 2021, in accordance with the terms of The City of Springfield, Ohio First Mortgage Revenue Series 2012 B Bonds, the Company fully repaid approximately $0.1 million in outstanding principal and interest. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, 2021 December 31, 2020 Senior debt—other mortgage indebtedness Meadowood Exchange Bank 05/01/2022 Fixed 4.50% 3,555 3,631 Total $ 3,555 $ 3,631 (a) Represents cash interest rates as of June 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.30% per annum. (Amounts in 000’s) Lender Maturity Interest Rate June 30, 2021 December 31, 2020 Other debt First Insurance Funding (a) 03/01/2022 Fixed 3.63% $ 294 $ 94 Servarus Financial Inc. (b) 11/01/2021 Fixed 5.18% 273 — Key Bank 08/25/2021 Fixed 0.00% 495 495 FountainHead Commercial Capital—PPP Loan (c) 04/16/2022 Fixed 1.00% 229 229 Marlin Covington Finance 03/11/2021 Fixed 20.17% — 4 Total $ 1,291 $ 822 (b) Annual Insurance financing primarily for the Company’s directors and officers insurance. (c) Insurance financing for professional and general liability and property insurance for the Tara Facility in our Healthcare Services segment. (d) On August 13, 2021, we received notification that the Paycheck Protection Program Loan (“PPP Loan) was forgiven by the SBA on July 9, 2021. See Note 14— Subsequent Events Debt Covenant Compliance As of June 30, 2021, the Company had 17 credit related instruments outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum earnings before interest, taxes, depreciation, and amortization or earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs, and current ratios. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on monthly and quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. As of June 30, 2021, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit related instruments. Scheduled Maturities The schedule below summarizes the scheduled gross maturities as of June 30, 2021 for each of the next five years and thereafter. For the twelve months ended June 30, (Amounts in 000’s) 2022 $ 6,400 2023 1,726 2024 1,808 2025 1,899 2026 1,994 Thereafter 41,667 Subtotal $ 55,494 Less: unamortized discounts (129 ) Less: deferred financing costs, net (1,202 ) Total notes and other debt $ 54,163 | NOTE 8. NOTES PAYABLE AND OTHER DEBT See Note 8— Notes Payable and Other Debt Notes payable and other debt consists of the following: (Amounts in 000’s) September 30, 2021 December 31, 2020 Senior debt—guaranteed by HUD $ 30,413 $ 31,104 Senior debt—guaranteed by USDA 7,868 13,139 Senior debt—guaranteed by SBA 608 628 Senior debt—bonds 6,379 6,500 Senior debt—other mortgage indebtedness 8,650 3,631 Other debt 802 822 Subtotal 54,720 55,824 Deferred financing costs (1,197 ) (1,250 ) Unamortized discount on bonds (126 ) (135 ) Notes payable and other debt $ 53,397 $ 54,439 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) September 30, 2021 December 31, 2020 Senior debt—guaranteed by HUD (b) The Pavilion Care Center Lument Capital 12/01/2027 Fixed 4.16 % $ 894 $ 986 Hearth and Care of Greenfield Lument Capital 08/01/2038 Fixed 4.20 % 1,864 1,920 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,869 4,968 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,560 7,712 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,573 6,705 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,328 3,394 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,325 5,419 Total $ 30,413 $ 31,104 Senior debt—guaranteed by USDA (c) Coosa (d)(h) Metro City 01/31/2036 Prime + 1.50% 5.50 % — 5,149 Mountain Trace (e) Community B&T 12/24/2036 Prime + 1.75% 5.75 % 3,875 3,972 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50% 6.00 % 3,993 4,018 Total $ 7,868 $ 13,139 Senior debt—guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25% 5.50 % 608 628 Total $ 608 $ 628 (a) Represents cash interest rates as of September 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.09% to 0.53% per annum. (b) For the seven SNFs, the Company has term loans with financial institutions that are insured 100% by HUD. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into each loan, the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Pursuant to the CARES Act, up to three months of debt service payments for six of the credit facilities can be made from our restricted cash reserves. (c) For the two SNFs, the Company has term loans with financial institutions that are insured 70% to 80% by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans had prepayment penalties of 1%, capped at 1% for the remainder of the first 10 years of the term and 0% thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for the Coosa Facility, were deferred (a part of the “USDA Payment Program”). Monthly payments that commenced on October 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments were re-amortized (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed re-amortized (g) For the one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is 75% insured by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (h) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, see “Senior debt—other mortgage indebtdness” below. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) September 30, 2021 December 31, 2020 Senior debt—bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,379 $ 6,379 Eaglewood Bonds Series B (b) City of Springfield, Ohio 05/01/2021 Fixed 8.50 % — 121 Total $ 6,379 $ 6,500 (d) Represents cash interest rates as of September 30, 2021. The rates exclude amortization of deferred financing of approximately 0.01% per annum. (e) On May 3, 2021, in accordance with the terms of The City of Springfield, Ohio First Mortgage Revenue Series 2012 B Bonds, the Company fully repaid approximately $0.1 million in outstanding principal and interest. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) September 30, 2021 December 31, 2020 Senior debt—other mortgage indebtedness Meadowood (b) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % 3,504 3,631 Coosa (c) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % 5,146 — Total $ 8,650 $ 3,631 (a) Represents cash interest rates as of September 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34% per annum. (b) On October 1, 2021, the Exchange Bank of Alabama and the Company extended the maturity date of the Meadowood Credit Facility which is secured by the Meadowood Facility and the assets of Coosa, and which is guaranteed by Regional Health Properties, Inc., from May 1, 2022 to October 1, 2026. (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $0.1 million in new fees. The Coosa Credit Facility, guaranteed by Regional Health Properties, Inc. includes customary terms, including events of default with an associated annual 5% default interest rate, and is secured by the Coosa Facility and the assets of Meadowood. Upon the occurrence of certain events of default, the lenders may terminate the Coosa Credit Facility and the Meadowood Credit Facility and all amounts due under both credit facilities will become immediately due and payable. The Coosa Credit Facility has prepayment penalties of 5% in the 1 st nd (Amounts in 000’s) Lender Maturity Interest Rate September 30, 2021 December 31, 2020 Other debt First Insurance Funding (a) 03/01/2022 Fixed 3.63 % $ 197 $ 94 Servarus Financial Inc. (b) 11/01/2021 Fixed 5.18 % 110 — Key Bank (c) 08/25/2023 Fixed 0.00 % 495 495 FountainHead Commercial Capital—PPP Loan (d) 04/16/2022 Fixed 1.00 % — 229 Marlin Covington Finance 03/11/2021 Fixed 20.17 % — 4 Total $ 802 $ 822 (e) Annual Insurance financing primarily for the Company’s directors and officers insurance. (f) Insurance financing for professional and general liability and property insurance for the Tara Facility in our Healthcare Services segment. (g) On August 17, 2021, Key Bank and the Company extended the maturity date from August 25, 2021 to August 25, 2023. (h) On August 13, 2021, we received notification that the PPP Loan was forgiven by the SBA on July 9, 2021. Debt Covenant Compliance As of September 30, 2021, the Company had 16 credit related instruments outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum earnings before interest, taxes, depreciation, and amortization or earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs, and current ratios. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements, whereas others are based on monthly and quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. As of September 30, 2021, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit related instruments. Scheduled Maturities The schedule below summarizes the scheduled gross maturities as of September 30, 2021 for each of the next five years and thereafter. For the twelve months ended September 30, (Amounts in 2022 $ 1,976 2023 2,333 2024 1,922 2025 2,014 2026 2,110 Thereafter 44,365 Subtotal $ 54,720 Less: unamortized discounts (126 ) Less: deferred financing costs, net (1,197 ) Total notes and other debt $ 53,397 |
Discontinued Operations
Discontinued Operations | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinued Operations | NOTE 9. DISCONTINUED OPERATIONS Discontinued Operations For discontinued operations, cost of services, as shown below, is primarily accruals or releases of over accruals for professional and general liability claims and bad debt expense. For a historical listing and description of the Company’s discontinued entities, see Part II, Item 8, “Financial Statements and Supplementary Data”, The following table summarizes the activity of discontinued operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2021 2020 2021 2020 Cost of services $ 62 $ (6 ) $ 75 $ 31 Net (loss) income $ (62 ) $ 6 $ (75 ) $ (31 ) The Company’s major classes of discontinued operation’s assets and liabilities included within the Company’s consolidated balance sheets as of June 30, 2021 and December 31, 2020 are: (i) “Accounts payable” of $2.5 million and $2.6 million; and (ii) “Accrued Expenses” of $0.7 million and $0.7 million, respectively. | NOTE 9. DISCONTINUED OPERATIONS Discontinued Operations For discontinued operations, cost of services, as shown below, is primarily accruals or releases of over accruals for professional and general liability claims and bad debt expense. For a historical listing and description of the Company’s discontinued entities, see Note 10— Discontinued Operations The following table summarizes the activity of discontinued operations for the three and nine months ended September 30, 2021 and 2020: Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Cost of services $ 22 $ 2 $ 97 $ 33 Net loss $ (22 ) $ (2 ) $ (97 ) $ (33 ) The Company’s major classes of discontinued operation’s assets and liabilities included within the Company’s consolidated balance sheets as of September 30, 2021 and December 31, 2020 are: (i) “Accounts payable” of $2.5 million and $2.6 million; and (ii) “Accrued Expenses” of $0.7 million and $0.7 million, respectively. |
Common and Preferred Stock
Common and Preferred Stock | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Common and Preferred Stock | NOTE 10. COMMON AND PREFERRED STOCK Common Stock There were no dividends declared or paid on the common stock during the three and six months ended June 30, 2021 and 2020. Preferred Stock No dividends were declared or paid on the Series A Preferred Stock for the three and six months ended June 30, 2021 and 2020. As of June 30, 2021, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $32.4 million of undeclared preferred stock dividends in arrears. Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the Board out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at an annual rate equal to 10.875% of the $25.00 per share stated liquidation preference of the Series A Preferred Stock, which is equivalent to an annual rate of $2.72 per share or $1.9 million per quarter. Dividends on the Series A Preferred Stock, when and as declared by the Board, are payable quarterly in arrears, on March 31, June 30, September 30, and December 31 of each year. On June 8, 2018, the Board determined to continue suspension of the payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Under the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether such dividends are declared by the Board. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for four dividends periods: (i) the annual dividend rate on the Series A Preferred Stock has increased to 12.875%, which is equivalent to an annual rate of $3.20 or $2.2 million per quarter, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash; and (ii) the holders of the Series A Preferred Stock will be entitled to vote, as a single class, for the election of two additional directors to serve on the Board, as further described in the amended and restated articles of incorporation of the Company, otherwise referred to as the Charter. As of June 30, 2021, the Company had 2,811,535 shares of the Series A Preferred Stock issued and outstanding. The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. For historical information regarding the Series A Preferred Stock, the Company’s former “at-the-market” Common and Preferred Stock | NOTE 10. COMMON AND PREFERRED STOCK Common Stock There were no dividends declared or paid on the common stock during the three and nine months ended September 30, 2021 and 2020. Preferred Stock No dividends were declared or paid on the Series A Preferred Stock for the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $34.6 million of undeclared preferred stock dividends in arrears. Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the Board out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at an annual rate equal to 10.875% of the $25.00 per share stated liquidation preference of the Series A Preferred Stock, which is equivalent to an annual rate of $2.72 per share or $1.9 million per quarter. Dividends on the Series A Preferred Stock, when and as declared by the Board, are payable quarterly in arrears, on March 31, June 30, September 30, and December 31 of each year. On June 8, 2018, the Board determined to continue suspension of the payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Under the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether such dividends are declared by the Board. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for four dividends periods: (i) the annual dividend rate on the Series A Preferred Stock has increased to 12.875%, which is equivalent to an annual rate of $3.20 or $2.2 million per quarter, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash; and (ii) the holders of the Series A Preferred Stock will be entitled to vote, as a single class, for the election of two additional directors to serve on the Board, as further described in the amended and restated articles of incorporation of the Company, otherwise referred to as the Charter. As of September 30, 2021, the Company had 2,811,535 shares of the Series A Preferred Stock issued and outstanding. The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. For historical information regarding the Series A Preferred Stock, the Company’s former “at-the-market” Common and Preferred Stock |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Based Compensation | NOTE 11. STOCK BASED COMPENSATION Stock Incentive Plans On November 4, 2020, the Board adopted, subject to shareholder approval, the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The Company’s shareholders approved the 2020 Plan on December 16, 2020 at the 2020 Annual Meeting of Shareholders of the Company. The maximum number of shares of common stock authorized for issuance under the 2020 Plan is 250,000 shares, subject to certain adjustments. No awards may be made under the 2020 Plan after the 10th anniversary of the date of shareholder approval of the 2020 Plan, and no incentive stock options may be granted after the 10th anniversary of the date of Board approval of the 2020 Plan. The 2020 Plan replaced the AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”), which was assumed by Regional Health pursuant to the Merger. The 2011 Plan was originally due to expire on March 28, 2021 and provided for a maximum of 168,950 shares of common stock to be issued. No additional awards may be granted under the 2011 Plan, effective upon shareholder approval of the 2020 Plan. As of June 30, 2021, the number of securities remaining available for future issuance under the 2020 Plan is 210,386. The shares of common stock underlying any awards granted under the 2020 Plan or the 2011 Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2020 Plan. However, shares: (i) tendered or held back upon exercise of a stock option or other award under the 2020 Plan to cover the exercise price or tax withholding; and (ii) subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the 2020 Plan. In addition, shares of common stock repurchased by the Company on the open market will not be added back to the shares of common stock available for issuance under the 2020 Plan. For the three and six months ended June 30, 2021 and 2020, the Company recognized stock-based compensation expense as follows: Three Months Ended Six Months Ended (Amounts in 000’s) 2021 2020 2021 2020 Employee compensation: Restricted stock $ 123 $ — $ 123 $ — Total employee stock-based compensation expense $ 123 $ — $ 123 $ — Non-employee Board restricted stock $ — $ 12 $ — $ 24 Total non-employee $ — $ 12 $ — $ 24 Total stock-based compensation expense $ 123 $ 12 $ 123 $ 24 For the three and six months ended June 30, 2021 and 2020, there were no issuances of common stock options or warrants. Restricted Stock The following table summarizes the Company’s restricted stock activity for the six months ended June 30, 2021: Number of Shares (000’s) Weighted Grant Date Fair Value Unvested, December 31, 2020 14 $ 3.60 Granted 39 $ 13.26 Vested (22 ) $ 7.18 Unvested, June 30, 2021 31 $ 13.26 The remaining unvested shares at December 31, 2020 vested on January 1, 2021, resulting in minimal compensation expense related to the final vesting of the restricted stock awards during the three months ended March 31, 2021. For restricted stock unvested at June 30, 2021, $0.4 million in compensation expense will be recognized over the next 2.0 years. | NOTE 11. STOCK BASED COMPENSATION Stock Incentive Plans On November 4, 2020, the Board adopted, the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The Company’s shareholders approved the 2020 Plan on December 16, 2020 at the 2020 Annual Meeting of Shareholders of the Company. The maximum number of shares of common stock authorized for issuance under the 2020 Plan is 250,000 shares, subject to certain adjustments. No awards may be made under the 2020 Plan after the 10th anniversary of the date of shareholder approval of the 2020 Plan, and no incentive stock options may be granted after the 10th anniversary of the date of Board approval of the 2020 Plan. The 2020 Plan replaced the AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”), which was assumed by Regional Health pursuant to the Merger. The 2011 Plan was originally due to expire on March 28, 2021 and provided for a maximum of 168,950 shares of common stock to be issued. No additional awards may be granted under the 2011 Plan, effective upon shareholder approval of the 2020 Plan. As of September 30, 2021, the number of securities remaining available for future issuance under the 2020 Plan is 163,000. The shares of common stock underlying any awards granted under the 2020 Plan or the 2011 Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2020 Plan. However, shares: (i) tendered or held back upon exercise of a stock option or other award under the 2020 Plan to cover the exercise price or tax withholding; and (ii) subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the 2020 Plan. In addition, shares of common stock repurchased by the Company on the open market will not be added back to the shares of common stock available for issuance under the 2020 Plan. For the three and nine months ended September 30, 2021 and 2020, the Company recognized stock-based compensation expense as follows: Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Employee compensation: Restricted stock $ 179 $ — $ 302 $ — Total employee stock-based compensation expense $ 179 $ — $ 302 $ — Non-employee Board restricted stock $ — $ 13 $ — $ 37 Total non-employee $ — $ 13 $ — $ 37 Total stock-based compensation expense $ 179 $ 13 $ 302 $ 37 For the three and nine months ended September 30, 2021 and 2020, there were no issuances of common stock options or warrants. Restricted Stock The following table summarizes the Company’s restricted stock activity for the nine months ended September 30, 2021: Number of Shares (000’s) Weighted Avg. Grant Date Fair Value Unvested, December 31, 2020 14 $ 3.60 Granted 87 $ 13.01 Vested (22 ) $ 7.18 Unvested, September 30, 2021 79 $ 12.99 The remaining unvested shares at December 31, 2020 vested on January 1, 2021, resulting in minimal compensation expense related to the final vesting of the restricted stock awards during the three months ended March 31, 2021. For restricted stock unvested at September 30, 2021, $0.8 million in compensation expense will be recognized over the next 2.1 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 12. COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. As of June 30, 2021, all of the Company’s facilities operated by Regional or leased and subleased to third-party operators and managed for third-parties are certified by CMS and are operational. See Note 6 —Leases Legal Matters The Company is a party to various legal actions and administrative proceedings and is subject to various claims arising in the ordinary course of business, including claims that the services the Company provided during the time it operated SNFs resulted in injury or death to the patients of the Company’s facilities and claims related to professional and general negligence, employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company’s business, results of operations and financial condition. The Company previously operated, and the Company and its tenants now operate, in an industry that is highly regulated. As such, in the ordinary course of business, the Company and its tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. Professional and General Liability Claims Claims on behalf of the Company’s Former Patients Prior to the Transition As of June 30, 2021, the Company is a defendant in one During the three and six months ended June 30, 2021, no professional and general liability actions related to the Company’s former patients prior to the Transition were filed against the Company. During the three months ended March 31, 2020, the Company settled one professional and general liability action, as outlined below. • On January 29, 2020, the Company executed a settlement, in compromise of a complaint filed in the Circuit Court of Pulaski County, in the State of Arkansas, by a former patient at one of our facilities, against the Company on May 16, 2017. The plaintiff alleged medical negligence and injury. The settlement was paid in 2020, in exchange for dismissal of the case with prejudice, in the total amount of $40,000. Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition As of June 30, 2021, the Company is a defendant in an aggregate of 13 additional professional and general liability actions. These 13 additional professional and general liability actions, which set forth claims relating to time periods after the Transition, were commenced on behalf of former patients of our current or prior tenants. These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died due to professional negligence or understaffing at the applicable facility operated by our tenants. These actions on behalf of former patients of our current or prior tenants all relate to events which occurred after the Company transitioned the operations of the facilities in question to a third-party operator (and of which four such actions relate to events which occurred after the Company sold such facilities) and are subject to such operators’ indemnification obligations in favor of the Company. There is no assurance that our tenants will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations. During the three months ended June 30, 2021, one professional and general liability action, related to the Company’s current or former tenant’s former patients was filed against the Company. The Company was subsequently dismissed with prejudice from this action on July 6, 2021. During the three months ended March 31, 2021, no professional and general liability actions related to the Company’s current or former tenant’s former patients were filed against the Company. Prior Year Summary During the three months ended June 30, 2020, two professional and general liability actions related to the Company’s current or former tenant’s former patients were filed against the Company. During the three months ended March 31, 2020, one professional and general liability action related to the Company’s current or former tenant’s former patients was filed against the Company. During the three months ended June 30, 2020, one professional and general liability action was dismissed without prejudice. As of June 30, 2020, the Company was a defendant in an aggregate of 11 professional and general liability actions, primarily commenced on behalf of one of our former patients and ten of our current or prior tenant’s former patients. The Company established a self-insurance reserve for its professional and general liability claims, included within “Accrued expenses” on the Company’s consolidated balance sheets of $0.2 million and $0.2 million as of June 30, 2021 and December 31, 2020, respectively. Additionally, as of June 30, 2021 and December 31, 2020, $0.1 million and $0.1 million, respectively, was reserved for settlement amounts in “Accounts payable” on the Company’s consolidated balance sheets. For additional information regarding the Company’s self-insurance reserve, see Part II, Item 8, “Financial Statements and Supplementary Data”, —Commitments and Contingencies Ohio Attorney General Action. | NOTE 12. COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. As of September 30, 2021, all of the Company’s facilities operated by Regional or leased and subleased to third-party operators and managed for third-parties are certified by CMS and are operational. See Note 6 —Leases Legal Matters The Company is a party to various legal actions and administrative proceedings and is subject to various claims arising in the ordinary course of business, including claims that the services the Company provided during the time it operated SNFs resulted in injury or death to the patients of the Company’s facilities and claims related to professional and general negligence, employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company’s business, results of operations and financial condition. The Company previously operated, and the Company and its tenants now operate, in an industry that is highly regulated. As such, in the ordinary course of business, the Company and its tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. Professional and General Liability Claims Claims on behalf of the Company’s Former Patients Prior to the Transition As of September 30, 2021, the Company is a defendant in one professional and general liability action commenced on behalf of one of our former patients who received care at one of our facilities prior to the Transition. The plaintiff in this action alleges negligence due to failure to provide adequate and competent staff resulting in injuries, pain and suffering, mental anguish and malnutrition and seeks unspecified actual and compensatory damages, and unspecified punitive damages. This action is covered by insurance, except that any punitive damages awarded would be excluded from coverage. During the three and nine months ended September 30, 2021, no professional and general liability actions related to the Company’s former patients prior to the Transition were filed against the Company. During the three months ended March 31, 2020, the Company settled one professional and general liability action, as outlined below. • On January 29, 2020, the Company executed a settlement, in compromise of a complaint filed in the Circuit Court of Pulaski County, in the State of Arkansas, by a former patient at one of our facilities, against the Company on May 16, 2017. The plaintiff alleged medical negligence and injury. The settlement was paid in 2020, in exchange for dismissal of the case with prejudice, in the total amount of $40,000. Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition As of September 30, 2021, the Company is a defendant in an aggregate of 12 additional professional and general liability actions. These 12 additional professional and general liability actions, which set forth claims relating to time periods after the Transition, were commenced on behalf of former patients of our current or prior tenants. These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died due to professional negligence or understaffing at the applicable facility operated by our tenants. These actions on behalf of former patients of our current or prior tenants all relate to events which occurred after the Company transitioned the operations of the facilities in question to a third-party operator (and of which four such actions relate to events which occurred after the Company sold such facilities) and are subject to such operators’ indemnification obligations in favor of the Company. There is no assurance that our tenants will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations. During the three months ended June 30, 2021, one professional and general liability action, related to the Company’s current or former tenant’s former patients was filed against the Company. The Company was subsequently dismissed with prejudice from this action on July 6, 2021. During the three months ended March 31, 2021, no professional and general liability actions related to the Company’s current or former tenant’s former patients were filed against the Company. Prior Year Summary During the three months ended September 30, 2020, one professional and general liability actions related to the Company’s current or former tenant’s former patients were filed against the Company. During the three months ended June 30, 2020, two professional and general liability actions related to the Company’s current or former tenant’s former patients were filed against the Company. During the three months ended March 31, 2020, one professional and general liability action related to the Company’s current or former tenant’s former patients was filed against the Company. During the three months ended June 30, 2020, one professional and general liability action was dismissed without prejudice. As of September 30, 2020, the Company was a defendant in an aggregate of 12 professional and general liability actions, primarily commenced on behalf of one of our former patients and 11 of our current or prior tenant’s former patients. The Company established a self-insurance reserve for its professional and general liability claims, included within “Accrued expenses” on the Company’s consolidated balance sheets of $0.1 million and $0.2 million as of September 30, 2021 and December 31, 2020, respectively. Additionally, as of September 30, 2021 and December 31, 2020, $0.1 million and $0.1 million, respectively, was reserved for settlement amounts in “Accounts payable” on the Company’s consolidated balance sheets. For additional information regarding the Company’s self-insurance reserve, see Note 14— Commitments and Contingencies Ohio Attorney General Action. |
Segments Results
Segments Results | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
Segments Results | NOTE 13. SEGMENT RESULTS Effective January 1, 2021, pursuant to the Wellington Lease Termination, as a portfolio stabilization measure the Company commenced operating the previously subleased Tara Facility. Accordingly, the Company now has two primary reporting segments: (i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Tara Facility. The Company reports segment information based on the “management approach” defined in ASC 280, Segment Reporting. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. The table below presents the results of operations for our reporting segments for the periods presented. Three Months Ended June 30, Six Months Ended June 30, 2021 2021 2021 2020 2021 2021 2021 2020 (Amounts in 000’s) Real Healthcare Total Real Real Healthcare Total Real Revenues: Patient care revenues $ — $ 2,445 $ 2,445 $ — $ — $ 5,135 $ 5,135 $ — Rental revenues 3,763 — 3,763 4,293 7,844 — 7,844 8,590 Management fees 247 — 247 244 495 — 495 488 Other revenues 13 — 13 2 75 — 75 9 Total revenues 4,023 2,445 6,468 4,539 8,414 5,135 13,549 9,087 Expenses: Patient care expense — 2,254 2,254 — — 4,457 4,457 — Facility rent expense 1,342 297 1,639 1,639 2,684 595 3,279 3,279 Cost of management fees 150 — 150 174 315 — 315 325 Depreciation and amortization 649 3 652 769 1,297 5 1,302 1,545 General and administrative expense 823 122 945 714 1,722 259 1,981 1,591 Doubtful accounts expense (recovery) — 37 37 (135 ) — 77 77 (137 ) Other operating expenses 239 4 243 297 471 4 475 521 Total expenses 3,203 2,717 5,920 3,458 6,489 5,397 11,886 7,124 Income (loss) from operations 820 (272 ) 548 1,081 1,925 (262 ) 1,663 1,963 Other expense (income) : Interest expense, net 663 3 666 684 1,344 9 1,353 1,399 Other expense (income), net 323 — 323 (9 ) 717 — 717 135 Total other expense (income), net 986 3 989 675 2,061 9 2,070 1,534 (Loss) income from continuing operations before income taxes (166 ) (275 ) (441 ) 406 (136 ) (271 ) (407 ) 429 (Loss) income from continuing operations $ (166 ) $ (275 ) $ (441 ) $ 406 $ (136 ) $ (271 ) $ (407 ) $ 429 (Loss) income from discontinued operations, net of tax (62 ) — (62 ) 6 (75 ) — (75 ) (31 ) Net Income (loss) $ (228 ) $ (275 ) $ (503 ) $ 412 $ (211 ) $ (271 ) $ (482 ) $ 398 Total assets for the Real Estate Services segment and Healthcare Services segment were $105.7 million and $1.5 million, respectively, as of June 30, 2021. | NOTE 13. SEGMENT RESULTS Effective January 1, 2021, pursuant to the Wellington Lease Termination, as a portfolio stabilization measure the Company commenced operating the previously subleased Tara Facility. Accordingly, the Company now has two primary reporting segments: (i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Tara Facility. The Company reports segment information based on the “management approach” defined in ASC 280, Segment Reporting. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. The table below presents the results of operations for our reporting segments for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2020 2021 2021 2021 2020 (Amounts in 000’s) Real Healthcare Total Real Real Healthcare Total Real Revenues: Patient care revenues $ — $ 2,309 $ 2,309 $ — $ — $ 7,444 $ 7,444 $ — Rental revenues 4,136 — 4,136 4,308 11,980 — 11,980 12,898 Management fees 248 — 248 244 743 — 743 732 Other revenues 9 — 9 215 84 — 84 224 Total revenues 4,393 2,309 6,702 4,767 12,807 7,444 20,251 13,854 Expenses: Patient care expense — 2,454 2,454 — — 6,911 6,911 — Facility rent expense 1,342 298 1,640 1,640 4,026 893 4,919 4,919 Cost of management fees 153 — 153 161 468 — 468 486 Depreciation and amortization 645 6 651 694 1,942 11 1,953 2,239 General and administrative expense 861 111 972 743 2,583 370 2,953 2,334 Doubtful accounts (recovery) expense (111 ) 111 — 790 (111 ) 188 77 653 Other operating expenses 199 5 204 109 670 9 679 630 Total expenses 3,089 2,985 6,074 4,137 9,578 8,382 17,960 11,261 Income (loss) from operations 1,304 (676 ) 628 630 3,229 (938 ) 2,291 2,593 Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2020 2021 2021 2021 2020 (Amounts in 000’s) Real Healthcare Total Real Real Healthcare Total Real Other expense (income) : Interest expense, net 666 3 669 692 2,010 12 2,022 2,091 Loss on extinguishment of debt (146 ) — (146 ) — (146 ) — (146 ) — Other expense, net 122 — 122 9 839 — 839 144 Total other expense, net 642 3 645 701 2,703 12 2,715 2,235 (Loss) income from continuing operations before income taxes 662 (679 ) (17 ) (71 ) 526 (950 ) (424 ) 358 (Loss) income from continuing operations 662 $ (679 ) $ (17 ) $ (71 ) 526 $ (950 ) $ (424 ) $ 358 Loss from discontinued operations, net of tax (22 ) — (22 ) (2 ) (97 ) — (97 ) (33 ) Net loss $ 640 $ (679 ) $ (39 ) $ (73 ) $ 429 $ (950 ) $ (521 ) $ 325 Total assets for the Real Estate Services segment and Healthcare Services segment were $104.6 million and $2.4 million (including $1.0 million Medicaid overpayment and is recorded in “Cash” in the Company’s consolidated balance sheets as of September 30, 2021), respectively, as of September 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. On August 13, 2021, the Company received official notification from FountainHead Commercial Capital, providers of our $0.2 million PPP loan that the full $0.2 million was forgiven by the SBA on July 9, 2021. | NOTE 14. SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. Extension and Modification Agreement by and between Meadowood and the Exchange Bank of Alabama On October 1, 2021, the Exchange Bank of Alabama and the Company extended the maturity date of the Meadowood Credit Facility (with a principal balance of $3.5 million) which is secured by the Meadowood Facility and the assets of Coosa, and which is guaranteed by Regional Health Properties, Inc., from May 1, 2022 to October 1, 2026. See Note—2 Liquidity Notes Payable and Other Debt . Claim on behalf of the Company’s Prior Tenant’s Former Patient after the Transition On October 4, 2021, a medical negligence and wrongful death action was filed in the State Court of Gwinnett County, Georgia, by Bonnie L. Aquilino, Traci R. Randall, and Judy W. Sturgess against Wellington, other legal entities unaffiliated with the Company, the Company, and the Company’s Chief Executive Officer, on behalf of, and alleging the wrongful death and medical negligence of, a patient at the facility known as Thunderbolt Transitional Care and Rehabilitation. During the patient’s dates of service, the facility was subleased to Wellington (a third-party operator) by the Company and such facility was operated by Wellington. The plaintiff is seeking an amount in excess of $10,000 for professional malpractice and an unspecified amount for the full value of the life of the patient and other compensatory damages to be determined by jury trial. The Company is indemnified by Wellington in this action. The Company believes that this action lacks merit and the Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. Fair Labor Standards Legal Complaint On October 7, 2021, a violation of Fair Labor Standards action was filed in the District Court for the Southern District of Ohio, Western Division at Dayton, by Colleen Long against the Company and UVMC Nursing Care Inc. dba Koester Pavilion (the “Defendants”) on behalf of herself and all current and former non-exempt |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of June 30, 2021, the Company owned, leased or managed for third parties, or operated, 24 facilities, primarily in the Southeastern United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns) to third-party tenants, subleased eight skilled nursing facilities (which the Company leases) to third-party tenants, and operated, as of January 1, 2021 as a portfolio stabilization measure, one previously subleased skilled nursing facility (which the Company leases); (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities and one independent living facility. Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which consists of the operation of a skilled nursing facility (“Healthcare Services”). Effective January 1, 2021, the Company terminated the subleases for two skilled nursing facilities located in Georgia (the “Wellington Lease Termination”) with affiliates of Wellington Healthcare Services II, L.P. (“Wellington”), and as a portfolio stabilization measure, the Company commenced operating one of the facilities, a previously subleased 134-bed 208-bed Leases Leases 10-K The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. For a description of the Merger, see Part II, Item 8, “Financial Statements and Supplemental Data”, Note 1—Summary of Significant Accounting Policies included in the Annual Report. | Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional” and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. As of September 30, 2021, the Company owned, leased or managed for third parties, or operated, 24 facilities, primarily in the Southeastern United States. Of the 24 facilities, the Company: (i) leased 10 skilled nursing facilities (which the Company owns) to third-party tenants, subleased eight skilled nursing facilities (which the Company leases) to third-party tenants, and operated, as of January 1, 2021 as a portfolio stabilization measure, one previously subleased skilled nursing facility (which the Company leases); (ii) leased two assisted living facilities (which the Company owns) to third-party tenants; and (iii) managed, on behalf of third-party owners, two skilled nursing facilities (“SNFs”) and one independent living facility. Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which consists of the operation of a skilled nursing facility (“Healthcare Services”). Effective January 1, 2021, the Company terminated the subleases for two skilled nursing facilities located in Georgia (the “Wellington Lease Termination”) with affiliates of Wellington Healthcare Services II, L.P. (“Wellington”), and as a portfolio stabilization measure, the Company commenced operating one of the facilities, a previously subleased 134-bed 208-bed Leases Leases 10-K The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (“AdCare”). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. For a description of the Merger, see Note 1— Summary of Significant Accounting Policies |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q Rule 8-03 S-X. Accordingly, You should read the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q , . | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q Rule 8-03 S-X. Accordingly, You should read the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q Summary of Significant Accounting Policies . |
Risks and Uncertainties | Risks and Uncertainties While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility. On January 1, 2021, following the Wellington Lease Termination, the Company commenced operating the Tara Facility, which facility comprises approximately 5.0% of the total amount of the Company’s licensed patient beds. This portfolio stabilization measure exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business—Our portfolio stabilization measures expose the Company to the various risks facing our tenants” in Part I, Item 1.A, “Risk Factors.” in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, COVID-19, COVID-19 shelter-in-place COVID-19 As of August 13, 2021, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 COVID-19 re-admittances The COVID-19 employees of their vendors, have, or are suspected of having, COVID-19. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 COVID-19 COVID-19 As a result of the COVID-19 If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace tenants or restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 97% of its expected fixed monthly rental receipts from tenants for the three and six months ended June 30, 2021, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 COVID-19 We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19. COVID-19 COVID-19, | Risks and Uncertainties While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility. On January 1, 2021, following the Wellington Lease Termination, the Company commenced operating the Tara Facility, which facility comprises approximately 5.0% of the total amount of the Company’s licensed patient beds. This portfolio stabilization measure exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business and Industry—Our portfolio stabilization measures expose the Company to the various risks facing our tenants” in Part I, Item 1.A, “Risk Factors.” in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, COVID-19, COVID-19 shelter-in-place COVID-19 As of October 29, 2021, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 COVID-19 protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to SNFs, and higher hospital re-admittances The COVID-19 COVID-19. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 COVID-19 COVID-19 As a result of the COVID-19 If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace the tenants or restructure the tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 97% of its anticipated fixed monthly rental receipts from tenants for the three and nine months ended September 30, 2021, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 COVID-19 On November 5, 2021, the CMS published COVID-19 To help offset these costs as well as occupancy declines, various relief programs have been enacted by federal and state governments, which have provided, and we expect will continue to provide, some payments to our tenants, subject to the programs’ respective terms and conditions. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) established a grant program administered by the U.S. Department of Health and Human Services (“HHS”) under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19 To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, and some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our prior operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19. COVID-19 COVID-19, |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. |
Revenue Recognition and Allowances | Revenue Recognition and Allowances Patient Care Revenue. Revenue from Contracts with Customers Triple-Net triple-net Management Fees, Revenue from Contracts with Customers Other revenues loan-by-loan Allowances. recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. In an effort to ensure a conservative presentation of the results of the Healthcare Services segment due to lack of history, the Company has provided an additional allowance for patient care receivables of 1.5% of patient revenues. As of June 30, 2021 and December 31, 2020, the Company reserved for approximately $0.1 million and $1.4 million, respectively, of uncollected receivables. Accounts receivable, net of allowance, totaled $1.6 million at June 30, 2021 and $2.1 million at December 31, 2020. The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) June 30, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 777 $ 3,481 Healthcare Services 925 — Sub Total 1,702 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (77 ) — Sub Total (109 ) (1,381 ) Accounts receivable, net of allowance $ 1,593 $ 2,100 (b) See Note 6— Leases | Revenue Recognition and Allowances Patient Care Revenue. Revenue from Contracts with Customers discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Revenue is recognized as performance obligations are satisfied. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net operating revenues. Triple-Net triple-net Management Fees, Revenue from Contracts with Customers Other Revenues loan-by-loan Allowances. As of September 30, 2021 and December 31, 2020, the Company reserved for approximately $0.1 million and $1.4 million, respectively, of uncollected receivables. Accounts receivable, net of allowance, totaled $1.9 million at September 30, 2021 and $2.1 million at December 31, 2020. The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) September 30, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 1,118 $ 3,481 Healthcare Services 960 — Sub Total 2,078 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (110 ) — Sub Total (142 ) (1,381 ) Accounts receivable, net of allowance $ 1,936 $ 2,100 (c) See Note 6— Leases |
Pre-Paid Expenses and Other | Pre-Paid As of June 30, 2021 and December 31, 2020, the Company had approximately $1.0 million and $0.3 million, respectively, in pre-paid | Pre-Paid As of September 30, 2021 and December 31, 2020, the Company had approximately $0.6 million and $0.3 million, respectively, in pre-paid |
Accounts Payable | Accounts Payable The following table presents the Company’s Accounts payable for the periods presented: (Amounts in 000’s) June 30, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,078 $ 3,008 Healthcare Services 305 — Total Accounts payable $ 3,383 $ 3,008 | Accounts Payable The following table presents the Company’s Accounts payable for the periods presented: (Amounts in 000’s) September 30, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,027 $ 3,008 Healthcare Services 891 — Total Accounts payable $ 3,918 $ 3,008 |
Other Liabilities | Other liabilities As of June 30, 2021 and December 31, 2020, the Company had approximately $1.5 million and $1.4 million, in Other liabilities, consisting of security lease deposits and sublease improvement funds. | Other liabilities As of September 30, 2021 and December 31, 2020, the Company had approximately $1.6 million and $1.4 million, in Other liabilities, consisting of security lease deposits and sublease improvement funds. |
Other Expense, Net | Other expense, net The Company has retained professional services to evaluate and assist with possible opportunities to improve the Company’s capital structure. | Other expense, net The Company has retained professional services to evaluate and assist with possible opportunities to improve the Company’s capital structure. |
Leases and Leasehold Improvements | Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of June 30, 2021, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, For the Six Months Ended June 30, (Amounts in 000’s) 2021 2020 2021 2020 Rental revenues $ 98 $ 119 $ 231 $ 245 Other operating expenses $ 98 $ 119 $ 231 $ 245 Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. Prior GAAP provided for the deferral and amortization of such costs over the applicable lease term. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98% for the Company’s leases that approximated our incremental borrowing rate as of January 1, 2019, and the current lease term. See Note 6— Leases | Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of September 30, 2021, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC The following table summarizes real estate tax recognized on our consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: For the Three For the Nine (Amounts in 000’s) 2021 2020 2021 2020 Rental revenues $ 111 $ 134 $ 342 $ 379 Other operating expenses $ 111 $ 134 $ 342 $ 379 Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. Prior GAAP provided for the deferral and amortization of such costs over the applicable lease term. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98% for the Company’s leases that approximated our incremental borrowing rate as of January 1, 2019, and the current lease term. See Note 6– Leases |
Insurance | Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara Facility. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). See Part II, Item 8, “Financial Statements and Supplementary Data” , — Commitments and Contingencies adjudicated. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgment unless settlement is more advantageous to the Company. Accordingly, the self-insurance reserve reflects the Company’s estimate of settlement amounts for the pending actions, if applicable, and legal costs of settling or litigating the pending actions, as applicable. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the settlement amounts actually incurred in settling the pending actions, or the legal costs actually incurred in settling or litigating the pending actions. See Note 7— Accrued Expenses | Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara Facility. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). See Note 14— Commitments and Contingencies , Accrued Expenses |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: June 30, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants—employee 49 49 Warrants—non employee 9 9 Total anti-dilutive securities 71 73 The weighted average contractual terms in years for these securities as of June 30, 2021, with no intrinsic value, are 3.0 years for the stock options and 2.5 years for the warrants. | Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: September 30, (Share amounts in 000’s) 2021 2020 Stock options 13 13 Warrants—employee 49 49 Warrants—non employee 9 9 Total anti-dilutive securities 71 71 The weighted average contractual terms in years for these securities as of September 30, 2021, with no intrinsic value, are 2.8 years for the stock options and 2.2 years for the warrants. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05—Leases Lessors—Certain Leases with Variable Lease Payments, day-one 2021-05 See Part II, Item 8, “Financial Statements and Supplementary Data” , | Recently Issued Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05—Leases Lessors—Certain Leases with Variable Lease Payments, day-one 2021-05 See Part II, Item 8, “Financial Statements and Supplementary Data” , |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Company's Accounts Receivable, Net of Allowance | The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) June 30, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 777 $ 3,481 Healthcare Services 925 — Sub Total 1,702 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (77 ) — Sub Total (109 ) (1,381 ) Accounts receivable, net of allowance $ 1,593 $ 2,100 (b) See Note 6— Leases | The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) September 30, 2021 December 31, 2020 Gross receivables Real Estate Services (a) $ 1,118 $ 3,481 Healthcare Services 960 — Sub Total 2,078 3,481 Allowance Real Estate Services (a) (32 ) (1,381 ) Healthcare Services (110 ) — Sub Total (142 ) (1,381 ) Accounts receivable, net of allowance $ 1,936 $ 2,100 (c) See Note 6— Leases |
Company's Accounts Payable | The following table presents the Company’s Accounts payable for the periods presented: (Amounts in 000’s) June 30, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,078 $ 3,008 Healthcare Services 305 — Total Accounts payable $ 3,383 $ 3,008 | The following table presents the Company’s Accounts payable for the periods presented: (Amounts in 000’s) September 30, 2021 December 31, 2020 Accounts payable Real Estate Services $ 3,027 $ 3,008 Healthcare Services 891 — Total Accounts payable $ 3,918 $ 3,008 |
Summary of Real Estate Tax Recognized on Consolidated Statements of Operations | The following table summarizes real estate tax recognized on our consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, For the Six Months Ended June 30, (Amounts in 000’s) 2021 2020 2021 2020 Rental revenues $ 98 $ 119 $ 231 $ 245 Other operating expenses $ 98 $ 119 $ 231 $ 245 | The following table summarizes real estate tax recognized on our consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: For the Three For the Nine (Amounts in 000’s) 2021 2020 2021 2020 Rental revenues $ 111 $ 134 $ 342 $ 379 Other operating expenses $ 111 $ 134 $ 342 $ 379 |
Schedule of Securities Outstanding that were Excluded From the Computation, Prior to the Use of the Treasury Stock Method, Because They Would Have Been Anti-dilutive | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: June 30, (Share amounts in 000’s) 2021 2020 Stock options 13 15 Warrants—employee 49 49 Warrants—non employee 9 9 Total anti-dilutive securities 71 73 | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: September 30, (Share amounts in 000’s) 2021 2020 Stock options 13 13 Warrants—employee 49 49 Warrants—non employee 9 9 Total anti-dilutive securities 71 71 |
Cash and Restricted Cash (Table
Cash and Restricted Cash (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Restricted Cash and Investments [Abstract] | ||
Schedule of Cash and Restricted Cash | The following presents the Company’s cash and restricted cash: (Amounts in 000’s) June 30, 2021 December 31, 2020 Cash $ 5,633 $ 4,186 Restricted cash: Cash collateral 62 124 HUD and other replacement reserves 1,827 1,675 Escrow deposits 760 1,190 Restricted investments for debt obligations 317 317 Total restricted cash 2,966 3,306 Total cash and restricted cash $ 8,599 $ 7,492 | The following presents the Company’s cash and restricted cash: (Amounts in 000’s) September 30, 2021 December 31, 2020 Cash (a) $ 6,233 $ 4,186 Restricted cash: Cash collateral 93 124 HUD and other replacement reserves 1,918 1,675 Escrow deposits 1,065 1,190 Restricted investments for debt obligations 317 317 Total restricted cash 3,393 3,306 Total cash and restricted cash $ 9,626 $ 7,492 (a) Includes a Medicaid overpayment of $1.0 million received on September 30, 2021, which the Company expects to repay in the near future and is recorded in “Accrued Expenses” in the Company’s consolidated balance sheets as of September 30, 2021. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful Lives June 30, 2021 December 31, 2020 Buildings and improvements 5-40 $ 65,687 $ 65,629 Equipment and computer related 2-10 5,047 5,139 Land (1) — 2,776 2,776 Construction in process — 5 69 73,515 73,613 Less: accumulated depreciation and amortization (22,160 ) (21,080 ) Property and equipment, net $ 51,355 $ 52,533 (2) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 7.4 years. The following table summarizes total depreciation and amortization expense for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2021 2020 2021 2020 Depreciation $ 543 $ 544 $ 1,083 $ 1,094 Amortization 109 225 219 451 Total depreciation and amortization expense $ 652 $ 769 $ 1,302 $ 1,545 | The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful Lives September 30, 2021 December 31, 2020 Buildings and improvements 5-40 $ 65,695 $ 65,629 Equipment and computer related 2-10 5,067 5,139 Land (1) — 2,776 2,776 Construction in process — — 69 73,538 73,613 Less: accumulated depreciation and amortization (22,783 ) (21,080 ) Property and equipment, net $ 50,755 $ 52,533 (3) Includes $0.1 million of land improvements with an average estimated useful remaining life of approximately 7.1 years. The following table summarizes total depreciation and amortization expense for the three and nine months ended September 30, 2021 and 2020: Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Depreciation $ 542 $ 537 $ 1,625 $ 1,631 Amortization 109 157 328 608 Total depreciation and amortization expense $ 651 $ 694 $ 1,953 $ 2,239 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets and Goodwill | Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (included in property and equipment) (a) Bed Licenses— Separable (b) Lease Rights Total Goodwill (b) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization (3,754 ) — (48 ) (3,802 ) — Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 $ 1,585 Amortization expense (207 ) — (12 ) (219 ) — Balances, June 30, 2021 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (3,961 ) — (60 ) (4,021 ) — Net carrying amount $ 10,315 $ 2,471 $ 146 $ 12,932 $ 1,585 (c) Non-separable Property and Equipment (d) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. | Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (included in property and equipment) (a) Bed Separable (b) Lease Rights Total Goodwill (b) Balances, December 31, 2020 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization (3,754 ) — (48 ) (3,802 ) — Net carrying amount $ 10,522 $ 2,471 $ 158 $ 13,151 $ 1,585 Amortization expense (310 ) — (18 ) (328 ) — Balances, September 30, 2021 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (4,064 ) — (66 ) (4,130 ) — Net carrying amount $ 10,212 $ 2,471 $ 140 $ 12,823 $ 1,585 (e) Non-separable Property and Equipment (f) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. |
Schedule of Total Amortization Expense | The following table summarizes amortization expense for the three and six months ended June 30, 2021 and 2020: Three Months Ended Six Months Ended (Amounts in 000’s) 2021 2020 2021 2020 Bed licenses $ 103 $ 103 $ 207 $ 207 Lease rights 6 122 12 244 Total amortization expense $ 109 $ 225 $ 219 $ 451 | The following table summarizes amortization expense for the three and nine months ended September 30, 2021 and 2020: Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Bed licenses $ 103 $ 103 $ 310 $ 310 Lease rights 6 54 18 298 Total amortization expense $ 109 $ 157 $ 328 $ 608 |
Schedule of Estimated Amortization Expense for All Definite Lived Intangibles | Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2021 (a) $ 207 $ 12 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total expected amortization expense $ 10,315 $ 146 (a) Estimated amortization expense for the year ending December 31, 2021, includes only amortization to be recorded after June 30, 2021. | Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2021 (a) $ 104 $ 6 2022 414 24 2023 414 23 2024 414 18 2025 414 18 Thereafter 8,452 51 Total expected amortization expense $ 10,212 $ 140 (a) Estimated amortization expense for the year ending December 31, 2021, includes only amortization to be recorded after September 30, 2021. |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Schedule of Future Minimum Lease Payments | Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 (2) $ 3,336 $ (106 ) $ 3,230 2022 6,752 (591 ) 6,161 2023 6,851 (1,050 ) 5,801 2024 6,958 (1,494 ) 5,464 2025 7,095 (1,950 ) 5,145 Thereafter 12,736 (4,497 ) 8,239 Total $ 43,728 $ (9,688 ) $ 34,040 (1) Weighted average discount rate 7.98%. (2) Estimated minimum lease payments for the year ending December 31, 2021 include only payments to be paid after June 30, 2021. | Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 2021 (2) $ 1,675 $ (37 ) $ 1,638 2022 6,752 (468 ) 6,284 2023 6,851 (933 ) 5,918 2024 6,958 (1,385 ) 5,573 2025 7,095 (1,847 ) 5,248 Thereafter 12,736 (4,331 ) 8,405 Total $ 42,067 $ (9,001 ) $ 33,066 (1) Weighted average discount rate 7.98%. (2) Estimated minimum lease payments for the year ending December 31, 2021 include only payments to be paid after September 30, 2021. |
Schedule of Future Minimum Lease Receivables | Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) 2021 (a) $ 6,276 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 97,828 (b) Estimated minimum lease receivables for the year ending December 31, 2021 include only payments scheduled to be received after June 30, 2021. | Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) 2021 (a) $ 3,189 2022 13,519 2023 15,477 2024 15,299 2025 13,702 Thereafter 33,555 Total $ 94,741 (a) Estimated minimum lease receivables for the year ending December 31, 2021 include only payments scheduled to be received after September 30, 2021. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consist of the following: (Amounts in 000’s) June 30, 2021 December 31, 2020 Accrued employee benefits and payroll-related $ 541 $ 218 Real estate and other taxes (1) 1,257 491 Self-insured reserve (2) 168 183 Accrued interest 284 424 Unearned rental revenue 42 41 Other accrued expenses 1,028 868 Total accrued expenses $ 3,320 $ 2,225 (3) Includes approximately $0.7 million of bed taxes in arrears related to the Wellington Transition and approximately $0.3 million bed tax accrual for the six months ended June 30, 2021 for the Healthcare Services segment. (4) The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third-party administrator and outside counsel to manage and defend the claims (see Note 12— Commitments and Contingencies) | Accrued expenses consist of the following: (Amounts in 000’s) September 30, 2021 December 31, 2020 Accrued employee benefits and payroll-related $ 438 $ 218 Real estate and other taxes (1) 1,175 491 Self-insured reserve (2) 140 183 Accrued interest 222 424 Unearned rental revenue 42 41 Medicaid overpayment—Healthcare Services 1,032 — Other accrued expenses 1,114 868 Total accrued expenses $ 4,163 $ 2,225 |
Notes Payable and Other Debt (T
Notes Payable and Other Debt (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable and Other Debt | Notes payable and other debt consists of the following: (Amounts in 000’s) June 30, 2021 December 31, 2020 Senior debt—guaranteed by HUD $ 30,646 $ 31,104 Senior debt—guaranteed by USDA 13,008 13,139 Senior debt—guaranteed by SBA 615 628 Senior debt—bonds 6,379 6,500 Senior debt—other mortgage indebtedness 3,555 3,631 Other debt 1,291 822 Subtotal 55,494 55,824 Deferred financing costs (1,202 ) (1,250 ) Unamortized discount on bonds (129 ) (135 ) Notes payable and other debt $ 54,163 $ 54,439 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, 2021 December 31, 2020 Senior debt—guaranteed by HUD (b) The Pavilion Care Center Orix Real Estate 12/01/2027 Fixed 4.16% $ 925 $ 986 Hearth and Care of Greenfield Orix Real Estate 08/01/2038 Fixed 4.20% 1,883 1,920 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 4,902 4,968 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 7,613 7,712 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 6,617 6,705 Georgetown Midland State Bank 10/01/2046 Fixed 2.98% 3,350 3,394 Sumter Valley KeyBank 01/01/2047 Fixed 3.70% 5,356 5,419 Total $ 30,646 $ 31,104 Senior debt—guaranteed by USDA (c) Coosa (d) Metro City 09/30/2035 Prime + 1.50 5.50% 5,101 5,149 Mountain Trace (e) Community B&T 12/24/2036 Prime + 1.75 5.75% 3,914 3,972 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50 6.00% 3,993 4,018 Total $ 13,008 $ 13,139 Senior debt—guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25 5.50% 615 628 Total $ 615 $ 628 (a) Represents cash interest rates as of June 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.08% to 0.53% per annum. (b) For the seven SNFs, the Company has term loans with financial institutions that are insured 100% by HUD. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into each loan, the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Pursuant to the CARES Act, up to three months of debt service payments for six of the credit facilities can be made from our restricted cash reserves. (c) For the three SNFs, the Company has term loans with financial institutions that are insured 70% to 80% by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 1% through 2021, capped at 1% for the remainder of the first 10 years of the term and 0% thereafter except Coosa (as defined below) which is 1% thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for that certain 124-bed re-amortized (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed re-amortized (g) For the one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is 75% insured by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, 2021 December 31, 2020 Senior debt—bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,379 $ 6,379 Eaglewood Bonds Series B (b) City of Springfield, Ohio 05/01/2021 Fixed 8.50% — 121 Total $ 6,379 $ 6,500 (b) Represents cash interest rates as of June 30, 2021. The rates exclude amortization of deferred financing of approximately 0.01% per annum. (c) On May 3, 2021, in accordance with the terms of The City of Springfield, Ohio First Mortgage Revenue Series 2012 B Bonds, the Company fully repaid approximately $0.1 million in outstanding principal and interest. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, 2021 December 31, 2020 Senior debt—other mortgage indebtedness Meadowood Exchange Bank 05/01/2022 Fixed 4.50% 3,555 3,631 Total $ 3,555 $ 3,631 (a) Represents cash interest rates as of June 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.30% per annum. (Amounts in 000’s) Lender Maturity Interest Rate June 30, 2021 December 31, 2020 Other debt First Insurance Funding (a) 03/01/2022 Fixed 3.63% $ 294 $ 94 Servarus Financial Inc. (b) 11/01/2021 Fixed 5.18% 273 — Key Bank 08/25/2021 Fixed 0.00% 495 495 FountainHead Commercial Capital—PPP Loan (c) 04/16/2022 Fixed 1.00% 229 229 Marlin Covington Finance 03/11/2021 Fixed 20.17% — 4 Total $ 1,291 $ 822 (b) Annual Insurance financing primarily for the Company’s directors and officers insurance. (c) Insurance financing for professional and general liability and property insurance for the Tara Facility in our Healthcare Services segment. (d) On August 13, 2021, we received notification that the Paycheck Protection Program Loan (“PPP Loan) was forgiven by the SBA on July 9, 2021. See Note 14— Subsequent Events (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) September 30, 2021 December 31, 2020 Senior debt—bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,379 $ 6,379 Eaglewood Bonds Series B (b) City of Springfield, Ohio 05/01/2021 Fixed 8.50 % — 121 Total $ 6,379 $ 6,500 (d) Represents cash interest rates as of September 30, 2021. The rates exclude amortization of deferred financing of approximately 0.01% per annum. (e) On May 3, 2021, in accordance with the terms of The City of Springfield, Ohio First Mortgage Revenue Series 2012 B Bonds, the Company fully repaid approximately $0.1 million in outstanding principal and interest. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) September 30, 2021 December 31, 2020 Senior debt—other mortgage indebtedness Meadowood (b) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % 3,504 3,631 Coosa (c) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % 5,146 — Total $ 8,650 $ 3,631 (a) Represents cash interest rates as of September 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34% per annum. (b) On October 1, 2021, the Exchange Bank of Alabama and the Company extended the maturity date of the Meadowood Credit Facility which is secured by the Meadowood Facility and the assets of Coosa, and which is guaranteed by Regional Health Properties, Inc., from May 1, 2022 to October 1, 2026. (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $0.1 million in new fees. The Coosa Credit Facility, guaranteed by Regional Health Properties, Inc. includes customary terms, including events of default with an associated annual 5% default interest rate, and is secured by the Coosa Facility and the assets of Meadowood. Upon the occurrence of certain events of default, the lenders may terminate the Coosa Credit Facility and the Meadowood Credit Facility and all amounts due under both credit facilities will become immediately due and payable. The Coosa Credit Facility has prepayment penalties of 5% in the 1 st nd | (Amounts in 000’s) September 30, 2021 December 31, 2020 Senior debt—guaranteed by HUD $ 30,413 $ 31,104 Senior debt—guaranteed by USDA 7,868 13,139 Senior debt—guaranteed by SBA 608 628 Senior debt—bonds 6,379 6,500 Senior debt—other mortgage indebtedness 8,650 3,631 Other debt 802 822 Subtotal 54,720 55,824 Deferred financing costs (1,197 ) (1,250 ) Unamortized discount on bonds (126 ) (135 ) Notes payable and other debt $ 53,397 $ 54,439 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) September 30, 2021 December 31, 2020 Senior debt—guaranteed by HUD (b) The Pavilion Care Center Lument Capital 12/01/2027 Fixed 4.16 % $ 894 $ 986 Hearth and Care of Greenfield Lument Capital 08/01/2038 Fixed 4.20 % 1,864 1,920 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,869 4,968 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,560 7,712 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,573 6,705 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,328 3,394 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,325 5,419 Total $ 30,413 $ 31,104 Senior debt—guaranteed by USDA (c) Coosa (d)(h) Metro City 01/31/2036 Prime + 1.50% 5.50 % — 5,149 Mountain Trace (e) Community B&T 12/24/2036 Prime + 1.75% 5.75 % 3,875 3,972 Southland (f) Cadence Bank, NA 07/27/2036 Prime + 1.50% 6.00 % 3,993 4,018 Total $ 7,868 $ 13,139 Senior debt—guaranteed by SBA (g) Southland Cadence Bank, NA 07/27/2036 Prime + 2.25% 5.50 % 608 628 Total $ 608 $ 628 (a) Represents cash interest rates as of September 30, 2021 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.09% to 0.53% per annum. (b) For the seven SNFs, the Company has term loans with financial institutions that are insured 100% by HUD. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into each loan, the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Pursuant to the CARES Act, up to three months of debt service payments for six of the credit facilities can be made from our restricted cash reserves. (c) For the two SNFs, the Company has term loans with financial institutions that are insured 70% to 80% by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans had prepayment penalties of 1%, capped at 1% for the remainder of the first 10 years of the term and 0% thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for the Coosa Facility, were deferred (a part of the “USDA Payment Program”). Monthly payments that commenced on October 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments were re-amortized (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126-bed re-amortized (g) For the one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is 75% insured by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (h) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, see “Senior debt—other mortgage indebtdness” below. (Amounts in 000’s) Lender Maturity Interest Rate September 30, 2021 December 31, 2020 Other debt First Insurance Funding (a) 03/01/2022 Fixed 3.63 % $ 197 $ 94 Servarus Financial Inc. (b) 11/01/2021 Fixed 5.18 % 110 — Key Bank (c) 08/25/2023 Fixed 0.00 % 495 495 FountainHead Commercial Capital—PPP Loan (d) 04/16/2022 Fixed 1.00 % — 229 Marlin Covington Finance 03/11/2021 Fixed 20.17 % — 4 Total $ 802 $ 822 (e) Annual Insurance financing primarily for the Company’s directors and officers insurance. (f) Insurance financing for professional and general liability and property insurance for the Tara Facility in our Healthcare Services segment. (g) On August 17, 2021, Key Bank and the Company extended the maturity date from August 25, 2021 to August 25, 2023. (h) On August 13, 2021, we received notification that the PPP Loan was forgiven by the SBA on July 9, 2021. |
Summary of the Scheduled Maturities | The schedule below summarizes the scheduled gross maturities as of June 30, 2021 for each of the next five years and thereafter. For the twelve months ended June 30, (Amounts in 000’s) 2022 $ 6,400 2023 1,726 2024 1,808 2025 1,899 2026 1,994 Thereafter 41,667 Subtotal $ 55,494 Less: unamortized discounts (129 ) Less: deferred financing costs, net (1,202 ) Total notes and other debt $ 54,163 | For the twelve months ended September 30, (Amounts in 2022 $ 1,976 2023 2,333 2024 1,922 2025 2,014 2026 2,110 Thereafter 44,365 Subtotal $ 54,720 Less: unamortized discounts (126 ) Less: deferred financing costs, net (1,197 ) Total notes and other debt $ 53,397 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Summary of Activity of Discontinued Operations | The following table summarizes the activity of discontinued operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2021 2020 2021 2020 Cost of services $ 62 $ (6 ) $ 75 $ 31 Net (loss) income $ (62 ) $ 6 $ (75 ) $ (31 ) | Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Cost of services $ 22 $ 2 $ 97 $ 33 Net loss $ (22 ) $ (2 ) $ (97 ) $ (33 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Recognized Stock Based Compensation | For the three and six months ended June 30, 2021 and 2020, the Company recognized stock-based compensation expense as follows: Three Months Ended Six Months Ended (Amounts in 000’s) 2021 2020 2021 2020 Employee compensation: Restricted stock $ 123 $ — $ 123 $ — Total employee stock-based compensation expense $ 123 $ — $ 123 $ — Non-employee Board restricted stock $ — $ 12 $ — $ 24 Total non-employee $ — $ 12 $ — $ 24 Total stock-based compensation expense $ 123 $ 12 $ 123 $ 24 | Three Months Nine Months (Amounts in 000’s) 2021 2020 2021 2020 Employee compensation: Restricted stock $ 179 $ — $ 302 $ — Total employee stock-based compensation expense $ 179 $ — $ 302 $ — Non-employee Board restricted stock $ — $ 13 $ — $ 37 Total non-employee $ — $ 13 $ — $ 37 Total stock-based compensation expense $ 179 $ 13 $ 302 $ 37 |
Summary of Company's Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity for the six months ended June 30, 2021: Number of Shares (000’s) Weighted Grant Date Fair Value Unvested, December 31, 2020 14 $ 3.60 Granted 39 $ 13.26 Vested (22 ) $ 7.18 Unvested, June 30, 2021 31 $ 13.26 | Number of Shares (000’s) Weighted Avg. Grant Date Fair Value Unvested, December 31, 2020 14 $ 3.60 Granted 87 $ 13.01 Vested (22 ) $ 7.18 Unvested, September 30, 2021 79 $ 12.99 |
Segments Results (Tables)
Segments Results (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
Summary of Results of Operations for Reporting Segments | Three Months Ended June 30, Six Months Ended June 30, 2021 2021 2021 2020 2021 2021 2021 2020 (Amounts in 000’s) Real Healthcare Total Real Real Healthcare Total Real Revenues: Patient care revenues $ — $ 2,445 $ 2,445 $ — $ — $ 5,135 $ 5,135 $ — Rental revenues 3,763 — 3,763 4,293 7,844 — 7,844 8,590 Management fees 247 — 247 244 495 — 495 488 Other revenues 13 — 13 2 75 — 75 9 Total revenues 4,023 2,445 6,468 4,539 8,414 5,135 13,549 9,087 Expenses: Patient care expense — 2,254 2,254 — — 4,457 4,457 — Facility rent expense 1,342 297 1,639 1,639 2,684 595 3,279 3,279 Cost of management fees 150 — 150 174 315 — 315 325 Depreciation and amortization 649 3 652 769 1,297 5 1,302 1,545 General and administrative expense 823 122 945 714 1,722 259 1,981 1,591 Doubtful accounts expense (recovery) — 37 37 (135 ) — 77 77 (137 ) Other operating expenses 239 4 243 297 471 4 475 521 Total expenses 3,203 2,717 5,920 3,458 6,489 5,397 11,886 7,124 Income (loss) from operations 820 (272 ) 548 1,081 1,925 (262 ) 1,663 1,963 Other expense (income) : Interest expense, net 663 3 666 684 1,344 9 1,353 1,399 Other expense (income), net 323 — 323 (9 ) 717 — 717 135 Total other expense (income), net 986 3 989 675 2,061 9 2,070 1,534 (Loss) income from continuing operations before income taxes (166 ) (275 ) (441 ) 406 (136 ) (271 ) (407 ) 429 (Loss) income from continuing operations $ (166 ) $ (275 ) $ (441 ) $ 406 $ (136 ) $ (271 ) $ (407 ) $ 429 (Loss) income from discontinued operations, net of tax (62 ) — (62 ) 6 (75 ) — (75 ) (31 ) Net Income (loss) $ (228 ) $ (275 ) $ (503 ) $ 412 $ (211 ) $ (271 ) $ (482 ) $ 398 | The table below presents the results of operations for our reporting segments for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2020 2021 2021 2021 2020 (Amounts in 000’s) Real Healthcare Total Real Real Healthcare Total Real Revenues: Patient care revenues $ — $ 2,309 $ 2,309 $ — $ — $ 7,444 $ 7,444 $ — Rental revenues 4,136 — 4,136 4,308 11,980 — 11,980 12,898 Management fees 248 — 248 244 743 — 743 732 Other revenues 9 — 9 215 84 — 84 224 Total revenues 4,393 2,309 6,702 4,767 12,807 7,444 20,251 13,854 Expenses: Patient care expense — 2,454 2,454 — — 6,911 6,911 — Facility rent expense 1,342 298 1,640 1,640 4,026 893 4,919 4,919 Cost of management fees 153 — 153 161 468 — 468 486 Depreciation and amortization 645 6 651 694 1,942 11 1,953 2,239 General and administrative expense 861 111 972 743 2,583 370 2,953 2,334 Doubtful accounts (recovery) expense (111 ) 111 — 790 (111 ) 188 77 653 Other operating expenses 199 5 204 109 670 9 679 630 Total expenses 3,089 2,985 6,074 4,137 9,578 8,382 17,960 11,261 Income (loss) from operations 1,304 (676 ) 628 630 3,229 (938 ) 2,291 2,593 Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2020 2021 2021 2021 2020 (Amounts in 000’s) Real Healthcare Total Real Real Healthcare Total Real Other expense (income) : Interest expense, net 666 3 669 692 2,010 12 2,022 2,091 Loss on extinguishment of debt (146 ) — (146 ) — (146 ) — (146 ) — Other expense, net 122 — 122 9 839 — 839 144 Total other expense, net 642 3 645 701 2,703 12 2,715 2,235 (Loss) income from continuing operations before income taxes 662 (679 ) (17 ) (71 ) 526 (950 ) (424 ) 358 (Loss) income from continuing operations 662 $ (679 ) $ (17 ) $ (71 ) 526 $ (950 ) $ (424 ) $ 358 Loss from discontinued operations, net of tax (22 ) — (22 ) (2 ) (97 ) — (97 ) (33 ) Net loss $ 640 $ (679 ) $ (39 ) $ (73 ) $ 429 $ (950 ) $ (521 ) $ 325 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Details) | Nov. 01, 2021USD ($) | Jan. 01, 2021Facility | Nov. 30, 2018Facility | Sep. 30, 2021USD ($)Facility | Jun. 30, 2021USD ($)Facility | Jun. 30, 2021USD ($)FacilitySegment | Sep. 30, 2021USD ($)FacilityEmployeeSegment | Dec. 31, 2020USD ($) | Jan. 01, 2019 |
Acquisition Policy | |||||||||
Number of facilities | 24 | 24 | 24 | 24 | |||||
Number of leased agreements executed, owned by company | 10 | 10 | |||||||
Number of sublease agreements executed, leased by company | 1 | 8 | 8 | 8 | 8 | ||||
Number of assisted living facilities | 2 | 2 | |||||||
Number of managed skilled nursing facilities | 2 | 2 | 2 | ||||||
Number of managed Independent living facilities | 1 | 1 | 1 | 1 | |||||
Number of reporting segments | Segment | 2 | 2 | |||||||
Number of facilities on behalf of third-party owners | 3 | 3 | |||||||
Anticipated monthly rental receipts from tenants received | 97.00% | 97.00% | |||||||
Minimum number of employees required under employer for mandatory vaccination | Employee | 100 | ||||||||
Maximum penalty for service contract nonperformance | $ | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||
Percentage of additional allowance for patient care receivables | 1.50% | 1.50% | |||||||
Receivables, estimated allowance for uncollectible accounts | $ | 142,000 | 109,000 | $ 109,000 | $ 142,000 | $ 1,381,000 | ||||
Accounts receivable, net of allowance | $ | 1,936,000 | 1,593,000 | 1,593,000 | 1,936,000 | 2,100,000 | ||||
Prepaid expenses and other | $ | 600,000 | 1,000,000 | 1,000,000 | 600,000 | 300,000 | ||||
Other liabilities | $ | $ 1,602,000 | $ 1,519,000 | $ 1,519,000 | $ 1,602,000 | 1,365,000 | ||||
Weighted average discount rate | 7.98% | 7.98% | 7.98% | 7.98% | 7.98% | ||||
Intrinsic Value | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Expected monthly rental receipts from tenants received | 97.00% | 97.00% | |||||||
Number of subleased facilities | 5 | ||||||||
Stock options | |||||||||
Acquisition Policy | |||||||||
Weighted average contractual terms | 3 years | 2 years 9 months 18 days | |||||||
Warrants | |||||||||
Acquisition Policy | |||||||||
Weighted average contractual terms | 2 years 6 months | 2 years 2 months 12 days | |||||||
Subsequent Event | |||||||||
Acquisition Policy | |||||||||
Relief Fund Allocation CARES Act | $ | $ 17,000,000,000 | ||||||||
Relief Fund Allocation CARES Act | $ | $ 8,500,000,000 | ||||||||
Tara | |||||||||
Acquisition Policy | |||||||||
Number of licensed beds | 134 | ||||||||
Number of healthcare services facilities | 1 | ||||||||
Percentage of licensed patient beds | 5.00% | ||||||||
Increase in Prepaid expenses and other | $ | $ 700,000 | $ 300,000 | |||||||
Number of subleased facilities | 1 | ||||||||
Powder Springs | |||||||||
Acquisition Policy | |||||||||
Number of licensed beds | 208 | ||||||||
Wellington Lease Termination | |||||||||
Acquisition Policy | |||||||||
Receivables, estimated allowance for uncollectible accounts | $ | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 1,400,000 |
Organization and Significant _5
Organization and Significant Accounting Policies - Company's Accounts Receivable, Net of Allowance (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts Notes And Loans Receivable [Line Items] | |||
Gross receivables | $ 2,078 | $ 1,702 | $ 3,481 |
Allowance | (142) | (109) | (1,381) |
Accounts receivable, net of allowance | 1,936 | 1,593 | 2,100 |
Real Estate Services | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Gross receivables | 1,118 | 777 | 3,481 |
Allowance | (32) | (32) | $ (1,381) |
Healthcare Services | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Gross receivables | 960 | 925 | |
Allowance | $ (110) | $ (77) |
Organization and Significant _6
Organization and Significant Accounting Policies - Company's Accounts Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts Payable [Line Items] | |||
Accounts payable | $ 3,918 | $ 3,383 | $ 3,008 |
Real Estate Services | |||
Accounts Payable [Line Items] | |||
Accounts payable | 3,027 | 3,078 | 3,008 |
Healthcare Services | |||
Accounts Payable [Line Items] | |||
Accounts payable | $ 891 | $ 305 | $ 0 |
Organization and Significant _7
Organization and Significant Accounting Policies - Summary of Real Estate Tax Recognized on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||||||
Rental revenues | $ 111 | $ 98 | $ 134 | $ 119 | $ 231 | $ 245 | $ 342 | $ 379 |
Other operating expenses | $ 111 | $ 98 | $ 134 | $ 119 | $ 231 | $ 245 | $ 342 | $ 379 |
Organization and Significant _8
Organization and Significant Accounting Policies - Anti-dilutive Securities (Details) - shares shares in Thousands | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 71 | 73 | 71 | 71 |
Stock options | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 13 | 15 | 13 | 13 |
Warrants - employee | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 49 | 49 | 49 | 49 |
Warrants - non employee | ||||
Anti-dilutive securities outstanding that were excluded from the computation | ||||
Antidilutive securities | 9 | 9 | 9 | 9 |
Liquidity - Additional Informat
Liquidity - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 01, 2021USD ($)Facility | Sep. 30, 2021USD ($)Facility | Aug. 17, 2021 | Aug. 16, 2021USD ($) | Jul. 09, 2021USD ($) | May 14, 2021USD ($) | Jan. 01, 2021USD ($)Facility | Oct. 02, 2018 | Oct. 01, 2018$ / shares | Jun. 08, 2018 | Sep. 30, 2021USD ($)Facility | Jun. 30, 2021USD ($)Facility | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($)Facility | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)Facility | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | May 01, 2022USD ($) | Aug. 25, 2021USD ($) | Aug. 13, 2021USD ($) | Jan. 31, 2015Facility | Jan. 31, 2015FACILITY |
Management's plan for increasing liquidity | |||||||||||||||||||||||
Unrestricted cash | $ 6,200 | $ 6,200 | $ 5,600 | $ 5,600 | $ 6,200 | ||||||||||||||||||
Medicaid overpayment | $ 1,000 | $ 1,000 | 1,000 | ||||||||||||||||||||
Positive cash flow from continuing operations | $ 2,531 | $ 820 | $ 4,307 | $ 1,933 | |||||||||||||||||||
Transition date | Jan. 1, 2021 | ||||||||||||||||||||||
Number of facilities | Facility | 24 | 24 | 24 | 24 | 24 | ||||||||||||||||||
Estimated allowance of rent receivable | $ 1,400 | ||||||||||||||||||||||
Rent receivable | 2,700 | ||||||||||||||||||||||
Rent arrears already collected | $ 1,500 | ||||||||||||||||||||||
Percentage of lease rent obligation | 54.00% | ||||||||||||||||||||||
Increase of preferred dividends rate per share unpaid and undeclared | $ / shares | $ 3.20 | ||||||||||||||||||||||
Total indebtedness | $ 53,397 | $ 53,397 | $ 54,163 | $ 54,163 | 53,397 | ||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | 1,300 | 1,300 | 1,300 | 1,300 | 1,300 | ||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 2,000 | 2,000 | 6,400 | 6,400 | 2,000 | ||||||||||||||||||
Debt instrument, outstanding amount | 54,720 | 54,720 | 55,494 | 55,494 | 54,720 | 55,824 | |||||||||||||||||
Net gain on extinguishment of debt | 146 | $ 0 | 146 | 0 | |||||||||||||||||||
FountainHead Commercial Capital - PPP Loan | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument, outstanding amount | $ 200 | ||||||||||||||||||||||
Debt Instrument, forgiven | $ 200 | 200 | 200 | ||||||||||||||||||||
Coosa Credit Facility | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | 100 | 100 | $ 100 | ||||||||||||||||||||
Coosa Credit Facility | Coosa Facility | Coosa Nursing ADK, LLC | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Number of licensed beds | Facility | 124 | ||||||||||||||||||||||
Coosa Credit Facility | Meadowood Facility | Meadowood Property Holdings, LLC | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Number of licensed beds | Facility | 106 | ||||||||||||||||||||||
Coosa MCB Loan | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | 100 | 100 | $ 100 | ||||||||||||||||||||
Net gain on extinguishment of debt | 100 | ||||||||||||||||||||||
Coosa Facility Refinance | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument | $ 3,500 | 3,500 | 3,500 | ||||||||||||||||||||
Maturity date | May 1, 2022 | ||||||||||||||||||||||
KeyBank Exit Notes | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument | $ 500 | ||||||||||||||||||||||
Maturity date | Aug. 25, 2023 | Aug. 25, 2021 | |||||||||||||||||||||
Routine debt | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 1,300 | 1,300 | 1,400 | 1,400 | 1,300 | ||||||||||||||||||
Bond Debt | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 100 | 100 | 100 | 100 | 100 | ||||||||||||||||||
Current Maturities of Other Debt | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 600 | 600 | 800 | 800 | 600 | ||||||||||||||||||
Promissory Note | Coosa Credit Facility | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument | $ 5,100 | $ 5,100 | $ 5,100 | ||||||||||||||||||||
Interest rate | 3.95% | 3.95% | 3.95% | ||||||||||||||||||||
Maturity date | Oct. 10, 2026 | ||||||||||||||||||||||
Refinanced | Metro City Bank | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument | $ 5,100 | $ 5,100 | $ 5,100 | ||||||||||||||||||||
Maturity date | Jan. 31, 2036 | ||||||||||||||||||||||
Refinanced | Metro City Bank | Prime Rate | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Basis spread | 1.50% | ||||||||||||||||||||||
Other Debt | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument, outstanding amount | 802 | 802 | 1,291 | 1,291 | $ 802 | 822 | |||||||||||||||||
Senior Debt | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument, outstanding amount | 8,650 | 8,650 | 3,555 | 3,555 | 8,650 | $ 3,631 | |||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Undeclared preferred stock dividends arrears | 32,400 | $ 32,400 | 34,600 | ||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | |||||||||||||||||||||
Increase of preferred dividends rate per share unpaid and undeclared | $ / shares | $ 3.20 | ||||||||||||||||||||||
Cumulative preferential cash dividend rate | 10.875% | 10.875% | |||||||||||||||||||||
Powder Springs | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Variable rent recognized | 500 | 100 | 500 | $ 1,000 | |||||||||||||||||||
Peach | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Description of percentage of fixed management fee | The fixed Management fee Regional will pay Peach is 1% less than under the Vero Management Agreement with additional percentages for meeting specified performance targets. | ||||||||||||||||||||||
Subsequent Event | FountainHead Commercial Capital - PPP Loan | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt instrument, outstanding amount | $ 200 | ||||||||||||||||||||||
Subsequent Event | Coosa Facility Refinance | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Maturity date | Oct. 1, 2026 | ||||||||||||||||||||||
Subsequent Event | Other Debt | KeyBank Exit Notes | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 500 | ||||||||||||||||||||||
Georgia | Forecast | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Number of facilities | Facility | 8 | ||||||||||||||||||||||
Georgia | Subsequent Event | Peach | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Number of facilities | Facility | 3 | ||||||||||||||||||||||
Wellington Lease Termination | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Transition date | Jan. 1, 2021 | ||||||||||||||||||||||
Bed taxes | $ 1,700 | 1,700 | $ 1,700 | 1,700 | 1,700 | $ 1,700 | $ 1,700 | ||||||||||||||||
Percentage of anticipated annual revenue | 23.00% | 23.00% | |||||||||||||||||||||
Estimated allowance of rent receivable | $ 1,400 | $ 1,400 | |||||||||||||||||||||
Rent receivable | $ 2,700 | ||||||||||||||||||||||
Debt recovery due to collections exceeding estimated allowance | 100 | ||||||||||||||||||||||
Cash collected from lease termination | 3,200 | 3,300 | |||||||||||||||||||||
Insurance refund amount | 200 | 200 | |||||||||||||||||||||
Bed taxes paid | 1,000 | 1,000 | |||||||||||||||||||||
Collection expenses paid | 100 | 100 | |||||||||||||||||||||
Rent arrears in doubtful not collected | 1,300 | 1,200 | |||||||||||||||||||||
Rent arrears already collected | 1,400 | 1,500 | |||||||||||||||||||||
Wellington Tenants | Georgia | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Number of facilities subleased | 2 | 2 | |||||||||||||||||||||
Wellington Tenant | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Cash rent | $ 1,000 | $ 1,000 | 1,500 | $ 1,500 | |||||||||||||||||||
Tara | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Percentage of lease rent obligation | 54.00% | ||||||||||||||||||||||
Number of licensed beds | Facility | 134 | ||||||||||||||||||||||
Tara | Current Maturities of Other Debt | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 100 | $ 100 | $ 300 | $ 300 | $ 100 | ||||||||||||||||||
Meadowood Credit Facility | Senior Debt | Forecast | |||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 3,600 |
Cash and Restricted Cash - Sche
Cash and Restricted Cash - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Restricted Cash and Investments [Abstract] | ||||||
Cash | $ 6,233 | $ 5,633 | $ 4,186 | |||
Restricted cash: | ||||||
Cash collateral | 93 | 62 | 124 | |||
HUD and other replacement reserves | 1,918 | 1,827 | 1,675 | |||
Escrow deposits | 1,065 | 760 | 1,190 | |||
Restricted investments for debt obligations | 317 | 317 | 317 | |||
Total restricted cash | 3,393 | 2,966 | 3,306 | |||
Total cash and restricted cash | $ 9,626 | $ 8,599 | $ 7,492 | $ 7,746 | $ 7,177 | $ 8,038 |
Cash and Restricted Cash - Sc_2
Cash and Restricted Cash - Schedule of Cash and Restricted Cash (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents [Line Items] | |||
Cash | $ 6,233 | $ 5,633 | $ 4,186 |
Medicaid Overpayment | |||
Cash And Cash Equivalents [Line Items] | |||
Cash | $ 1,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 73,515 | $ 73,538 | $ 73,613 |
Less: accumulated depreciation and amortization | (22,160) | (22,783) | (21,080) |
Property and equipment, net | 51,355 | 50,755 | 52,533 |
Buildings and Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 65,687 | $ 65,695 | 65,629 |
Buildings and Improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 5 years | 5 years | |
Buildings and Improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 40 years | 40 years | |
Equipment and Computer Related | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 5,047 | $ 5,067 | 5,139 |
Equipment and Computer Related | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 2 years | 2 years | |
Equipment and Computer Related | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 10 years | 10 years | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,776 | $ 2,776 | 2,776 |
Construction in Process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 5 | $ 69 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Parenthetical) (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Land improvements | $ 0.1 | $ 0.1 |
Land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years 4 months 24 days | 7 years 1 month 6 days |
Property and Equipment - Sche_3
Property and Equipment - Schedule of Total Depreciation and Amortization Expense of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||||
Depreciation | $ 542 | $ 543 | $ 537 | $ 544 | $ 1,083 | $ 1,094 | $ 1,625 | $ 1,631 |
Amortization | 109 | 109 | 157 | 225 | 219 | 451 | 328 | 608 |
Total depreciation and amortization expense | $ 651 | $ 652 | $ 694 | $ 769 | $ 1,302 | $ 1,545 | $ 1,953 | $ 2,239 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||||||
Finite and indefinite lived intangible assets, gross | $ 16,953 | $ 16,953 | $ 16,953 | $ 16,953 | $ 16,953 | ||||
Finite and indefinite lived intangible assets, accumulated amortization | (4,130) | (4,021) | (4,021) | (4,130) | (3,802) | ||||
Intangible assets, net carrying amount | 12,823 | 12,932 | 12,932 | 12,823 | 13,151 | ||||
Amortization expense | (109) | (109) | $ (157) | $ (225) | (219) | $ (451) | (328) | $ (608) | |
Goodwill Roll Forward | |||||||||
Goodwill, Gross | 1,585 | 1,585 | 1,585 | 1,585 | 1,585 | ||||
Goodwill, Accumulated amortization | 0 | 0 | 0 | ||||||
Goodwill, net carrying amount | 1,585 | 1,585 | 1,585 | 1,585 | 1,585 | ||||
Bed Licenses Separable | |||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||||||
Finite and indefinite lived intangible assets, gross | 2,471 | 2,471 | 2,471 | 2,471 | 2,471 | ||||
Finite and indefinite lived intangible assets, accumulated amortization | 0 | 0 | 0 | ||||||
Intangible assets, net carrying amount | 2,471 | 2,471 | 2,471 | 2,471 | 2,471 | ||||
Amortization expense | 0 | ||||||||
Bed Licenses Included in Property and Equipment | |||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||||||
Finite and indefinite lived intangible assets, gross | 14,276 | 14,276 | 14,276 | 14,276 | 14,276 | ||||
Finite and indefinite lived intangible assets, accumulated amortization | (4,064) | (3,961) | (3,961) | (4,064) | (3,754) | ||||
Intangible assets, net carrying amount | 10,212 | 10,315 | 10,315 | 10,212 | 10,522 | ||||
Amortization expense | (103) | (103) | (103) | (103) | (207) | (207) | (310) | (310) | |
Lease Rights | |||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||||||
Finite and indefinite lived intangible assets, gross | 206 | 206 | 206 | 206 | 206 | ||||
Finite and indefinite lived intangible assets, accumulated amortization | (66) | (60) | (60) | (66) | (48) | ||||
Intangible assets, net carrying amount | 140 | 146 | 146 | 140 | $ 158 | ||||
Amortization expense | $ (6) | $ (6) | $ (54) | $ (122) | $ (12) | $ (244) | $ (18) | $ (298) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Total Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization | $ 109 | $ 109 | $ 157 | $ 225 | $ 219 | $ 451 | $ 328 | $ 608 |
Bed Licenses Included in Property and Equipment | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization | 103 | 103 | 103 | 103 | 207 | 207 | 310 | 310 |
Lease Rights | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization | $ 6 | $ 6 | $ 54 | $ 122 | $ 12 | $ 244 | $ 18 | $ 298 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense for All Definite Lived Intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Total expected amortization expense | $ 140 | $ 146 | $ 158 |
Bed Licenses Included in Property and Equipment | |||
Finite-Lived Intangible Assets [Line Items] | |||
2021 | 104 | 207 | |
2022 | 414 | 414 | |
2023 | 414 | 414 | |
2024 | 414 | 414 | |
2025 | 414 | 414 | |
Thereafter | 8,452 | 8,452 | |
Total expected amortization expense | 10,212 | 10,315 | |
Lease Rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
2021 | 6 | 12 | |
2022 | 24 | 24 | |
2023 | 23 | 23 | |
2024 | 18 | 18 | |
2025 | 18 | 18 | |
Thereafter | 51 | 51 | |
Total expected amortization expense | $ 140 | $ 146 |
Leases - Operating Leases - Add
Leases - Operating Leases - Additional Information (Details) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021FACILITY | Sep. 30, 2021EMPLOYEE | |
Operating Leased Assets [Line Items] | ||
Number of SNFs under non-cancelable operating leases | 9 | 9 |
Leased Facilities | ||
Operating Leased Assets [Line Items] | ||
Weighted average remaining lease term | 6 years 3 months 18 days | 6 years 1 month 6 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Future Rental Payments [Abstract] | ||
2021 | $ 1,675 | $ 3,336 |
2022 | 6,752 | 6,752 |
2023 | 6,851 | 6,851 |
2024 | 6,958 | 6,958 |
2025 | 7,095 | 7,095 |
Thereafter | 12,736 | 12,736 |
Total | 42,067 | 43,728 |
Accretion of Lease Liability [Abstract] | ||
2021 | (37) | (106) |
2022 | (468) | (591) |
2023 | (933) | (1,050) |
2024 | (1,385) | (1,494) |
2025 | (1,847) | (1,950) |
Thereafter | (4,331) | (4,497) |
Total | (9,001) | (9,688) |
Operating Lease Obligation [Abstract] | ||
2021 | 1,638 | 3,230 |
2022 | 6,284 | 6,161 |
2023 | 5,918 | 5,801 |
2024 | 5,573 | 5,464 |
2025 | 5,248 | 5,145 |
Thereafter | 8,405 | 8,239 |
Total | $ 33,066 | $ 34,040 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments (Parenthetical) (Details) | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 01, 2019 |
Leases [Abstract] | |||
Weighted average discount rate | 7.98% | 7.98% | 7.98% |
Leases - Facilities Leased or S
Leases - Facilities Leased or Subleased by the Company - Additional Information (Details) $ in Thousands | Jan. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)Facility |
Operating Leased Assets [Line Items] | |||||
Lessor, operating lease, description | As of June 30, 2021, the Company leased or subleased 20 facilities (12 owned by the Company and eight leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. The weighted average remaining lease term for our facilities is approximately 6.0 years | As of September 30, 2021, the Company leased or subleased 20 facilities (12 owned by the Company and eight leased to the Company), to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. The weighted average remaining lease term for our facilities is approximately 5.8 years. | |||
Number of leased or subleased facilities | Facility | 20 | ||||
Number of skilled nursing facilities sub leased | Facility | 8 | ||||
Transition date | Jan. 1, 2021 | ||||
Leased and Subleased Facilities | |||||
Operating Leased Assets [Line Items] | |||||
Weighted average remaining lease term | 5 years 9 months 18 days | 5 years 9 months 18 days | |||
Lease, expiration date | Aug. 31, 2027 | ||||
PS Sublease | Powder Springs | |||||
Operating Leased Assets [Line Items] | |||||
Lessor, operating lease, description | The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. | The PS Sublease will expire on August 1, 2027, subject to two five-year optional extensions. | |||
Lease, expiration date | Aug. 1, 2027 | ||||
Lessor, operating lease, number of optional extensions | two | ||||
Base rent equivalent percentage of adjusted EBITDAR for months seven through twenty-four | 80.00% | ||||
Maximum expected base rent per month beginning with month thirteen | $ 150,000 | ||||
Expected base rent per month beginning with month twenty-five | 140,000 | ||||
Lessor, operating lease, lease payment, terms and conditions | For the first six months, the base rent under the PS Sublease will equal the adjusted earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”) as defined in the PS Sublease, of PS Operator, to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR (as defined in the PS Sublease); however, beginning with month thirteen, the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. | For the first six months, the base rent under the PS Sublease equated to the adjusted earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”) as defined in the PS Sublease, of PS Operator, to the extent derived from the Powder Springs Facility. For months seven through twenty-four, the base rent will equal 80% of the Adjusted EBITDAR (as defined in the PS Sublease); however, beginning with month thirteen, the base rent may not exceed $150,000 per month. Beginning with month twenty-five, the base rent will be $140,000 per month. | |||
Maximum adjusted EBITDAR for counterparty to not pay any base rent | 0 | ||||
Conditional reimbursement of base rent to counterparty, maximum adjusted EBITDAR | 0 | ||||
Variable rent | $ 500 | $ 100 | $ 500 | $ 1,000 | |
Straight-line rent per month | $ 100 | $ 100 | |||
Minimum required monthly average adjusted cash flows of counterparty for non-termination of sublease | $ 100,000 | ||||
Third Party Operators | |||||
Operating Leased Assets [Line Items] | |||||
Number of sublease agreements executed, owned by company | Facility | 12 |
Leases - Sublease Termination -
Leases - Sublease Termination - Additional Information (Details) $ in Thousands | Apr. 01, 2022USD ($) | May 14, 2021USD ($) | Nov. 30, 2018Facility | Jan. 31, 2015Facility | Sep. 30, 2021USD ($)Facility | Jun. 30, 2021USD ($)Facility | Mar. 31, 2022USD ($) | Jun. 30, 2021USD ($)Facility | Sep. 30, 2021USD ($)Facility | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Oct. 01, 2021USD ($) | Jan. 01, 2021USD ($) |
Lessee Lease Description [Line Items] | |||||||||||||
Number of facilities | Facility | 24 | 24 | 24 | 24 | |||||||||
Transition date | Jan. 1, 2021 | ||||||||||||
Estimated allowance of rent receivable | $ 1,400 | ||||||||||||
Estimated allowance on debt recovery | $ 100 | ||||||||||||
Rent collected | $ 2,078 | $ 1,702 | $ 1,702 | $ 2,078 | $ 3,481 | ||||||||
Rent arrears already collected | $ 1,500 | ||||||||||||
Percentage of lease rent obligation | 54.00% | ||||||||||||
Number of subleased facilities | Facility | 5 | ||||||||||||
Scenario Forecast | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Percentage of incentive fee Target 2 | 15.00% | 13.00% | |||||||||||
Incentive fee Target 2 | $ 125,000 | $ 125,000 | |||||||||||
Management Agreement | Scenario Forecast | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Monthly management fee equivalent percentage of adjusted net revenues | 3.00% | ||||||||||||
Minimum expected monthly management fee | $ 30,000 | $ 35,000 | |||||||||||
Percentage of incentive fee Target 1 | 1.00% | 1.00% | |||||||||||
Incentive fee Target 1 | $ 105,000 | $ 105,000 | |||||||||||
Wellington Lease Amendment | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Number of facilities | Facility | 2 | 2 | |||||||||||
Lease, expiration date | Aug. 31, 2027 | ||||||||||||
Wellington Lease Termination | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Transition date | Jan. 1, 2021 | ||||||||||||
Bed taxes | $ 1,700 | 1,700 | $ 1,700 | $ 1,700 | $ 1,700 | $ 1,700 | |||||||
Percentage of anticipated annual revenue | 23.00% | 23.00% | |||||||||||
Estimated allowance of rent receivable | $ 1,400 | $ 1,400 | |||||||||||
Rent receivable | 2,700 | 2,700 | $ 2,700 | ||||||||||
Rent collected | 3,300 | 3,200 | 3,200 | 3,300 | |||||||||
Insurance refund | 200 | 200 | |||||||||||
Bed taxes paid | 1,000 | 1,000 | |||||||||||
Collection expenses paid | 100 | 100 | |||||||||||
Rent arrears in doubtful not collected | 1,300 | 1,200 | |||||||||||
Rent arrears already collected | 1,400 | 1,500 | |||||||||||
Powder Springs | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Variable rent recognized | $ 500 | $ 100 | 500 | 1,000 | |||||||||
Wellington Tenant | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Cash rent | $ 1,000 | $ 1,000 | $ 1,500 | $ 1,500 | |||||||||
Georgia | Scenario Forecast | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Number of facilities | Facility | 8 | ||||||||||||
Georgia | Lease Ending 2027 | |||||||||||||
Lessee Lease Description [Line Items] | |||||||||||||
Number of facilities subleased | Facility | 8 | 8 |
Leases - Leased and Subleased F
Leases - Leased and Subleased Facilities to Third-Party Operators - Additional Information (Details) | Feb. 28, 2021 | Aug. 28, 2020USD ($) | Aug. 27, 2020USD ($) | Feb. 28, 2019 | Jan. 28, 2019USD ($) | Nov. 30, 2018FACILITYFacility | Feb. 28, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Aug. 26, 2020USD ($) |
Operating Leased Assets [Line Items] | ||||||||||||||||||
Number of subleased facilities | Facility | 5 | |||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary | Peach | Peach Health Sublessee | ||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||
Long-term LOC | $ 500,000 | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | $ 1,300,000 | |||||||||||
Proceeds from line of credit | $ 450 | 450,000 | ||||||||||||||||
Non-cash settlement of bed taxes | $ 350 | $ 350,000 | ||||||||||||||||
LOC fixed interest rate | 8.00% | 16.50% | ||||||||||||||||
Debt instrument, frequency of periodic payment | 60 equal monthly | 60 equal monthly installments | ||||||||||||||||
Other Revenues | ||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||
Recognized in other revenues | 9,000 | 13,000 | $ 215,000 | $ 2,000 | 75,000 | $ 9,000 | 84,000 | $ 224,000 | ||||||||||
Aspire | ||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||
Number of subleased facilities | FACILITY | 5 | |||||||||||||||||
Operating lease indemnification liability | $ 8,000,000 | $ 8,000,000 | 8,000,000 | 8,000,000 | ||||||||||||||
Symmetry | ||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||
Rent payments | 100,000 | $ 100,000 | $ 300,000 | |||||||||||||||
Rent arrears payable | $ 800,000 | |||||||||||||||||
Rent arrears including finance fees | $ 60,000 | |||||||||||||||||
Symmetry | Other Revenues | ||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||
Rent payments | 100,000 | |||||||||||||||||
Recognized in other revenues | $ 50,000 | $ 10,000 | $ 10,000 | |||||||||||||||
Vero Health Lease | ||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||
Lease start date | Mar. 1, 2019 | Mar. 1, 2019 |
Leases - Schedule of Future M_3
Leases - Schedule of Future Minimum Lease Receivables from Company's Facilities Leased and Subleased to Third Party Tenants (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |||
2021 | $ 3,189 | [1] | $ 6,276 |
2022 | 13,519 | 13,519 | |
2023 | 15,477 | 15,477 | |
2024 | 15,299 | 15,299 | |
2025 | 13,702 | 13,702 | |
Thereafter | 33,555 | 33,555 | |
Total | $ 94,741 | $ 97,828 | |
[1] | Estimated minimum lease receivables for the year ending December 31, 2021 include only payments scheduled to be received after September 30, 2021. |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued employee benefits and payroll-related | $ 438 | $ 541 | $ 218 |
Real estate and other taxes | 1,175 | 1,257 | 491 |
Self-insured reserve | 140 | 168 | 183 |
Accrued interest | 222 | 284 | 424 |
Unearned rental revenue | 42 | 42 | 41 |
Medicaid overpayment - Healthcare Services | 1,032 | ||
Other accrued expenses | 1,114 | 1,028 | 868 |
Total accrued expenses | $ 4,163 | $ 3,320 | $ 2,225 |
Accrued Expenses - Schedule o_2
Accrued Expenses - Schedule of Accrued Expenses (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jun. 30, 2021 |
Accounts Payable | ||
Payables And Accruals [Line Items] | ||
Bed taxes | $ 0.3 | |
Healthcare Services | ||
Payables And Accruals [Line Items] | ||
Bed taxes | $ 0.1 | $ 0.7 |
Healthcare Services | Accounts Payable | ||
Payables And Accruals [Line Items] | ||
Bed taxes | 0.1 | |
Wellington Transition | ||
Payables And Accruals [Line Items] | ||
Bed taxes | $ 0.7 |
Notes Payable and Other Debt -
Notes Payable and Other Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 54,720 | $ 55,494 | $ 55,824 |
Deferred financing costs | (1,197) | (1,202) | (1,250) |
Unamortized discount on bonds | (126) | (129) | (135) |
Notes payable and other debt | 53,397 | 54,163 | 54,439 |
Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 30,413 | 30,646 | 31,104 |
Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 7,868 | 13,008 | 13,139 |
Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 608 | 615 | 628 |
Senior debt Bonds, net of discount | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 6,379 | 6,379 | 6,500 |
Senior debt - other mortgage indebtedness | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 8,650 | 3,555 | 3,631 |
Other Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 802 | $ 1,291 | $ 822 |
Notes Payable and Other Debt _2
Notes Payable and Other Debt - Details of Long-term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | $ 55,494 | $ 54,720 | $ 55,824 | |
Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 30,646 | 30,413 | 31,104 | |
Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 13,008 | 7,868 | 13,139 | |
Senior debt - guaranteed by SBA | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 615 | 608 | 628 | |
Senior debt Bonds, net of discount | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 6,379 | 6,379 | 6,500 | |
Senior debt - other mortgage indebtedness | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 3,555 | 8,650 | 3,631 | |
Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 30,413 | 31,104 | ||
Senior Debt Obligations | Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 13,008 | 7,868 | 13,139 | |
Senior Debt Obligations | Senior debt - guaranteed by SBA | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 615 | 608 | 628 | |
Bonds | Senior debt Bonds, net of discount | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | 6,379 | 6,500 | ||
Other Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | $ 1,291 | $ 802 | 822 | |
Lument Capital | The Pavilion Care Center | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Dec. 1, 2027 | Dec. 1, 2027 | ||
Interest rate | 4.16% | |||
Debt instrument, outstanding amount | $ 925 | $ 894 | 986 | |
Lument Capital | Hearth And Care Of Greenfield | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | $ 1,883 | 1,920 | ||
Lument Capital | Hearth And Care Of Greenfield | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Aug. 1, 2038 | Aug. 1, 2038 | ||
Interest rate | 4.20% | 4.20% | ||
Debt instrument, outstanding amount | $ 1,864 | 1,920 | ||
Midland State Bank | Woodland Manor | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Oct. 1, 2044 | Oct. 1, 2044 | ||
Interest rate | 3.75% | 3.75% | ||
Debt instrument, outstanding amount | $ 4,902 | $ 4,869 | 4,968 | |
Midland State Bank | Glenvue H&R | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Oct. 1, 2044 | Oct. 1, 2044 | ||
Interest rate | 3.75% | 3.75% | ||
Debt instrument, outstanding amount | $ 7,613 | $ 7,560 | 7,712 | |
Midland State Bank | Georgetown Health | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Oct. 1, 2046 | Oct. 1, 2046 | ||
Interest rate | 2.98% | 2.98% | ||
Debt instrument, outstanding amount | $ 3,350 | $ 3,328 | 3,394 | |
KeyBank | Other Debt | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Aug. 25, 2021 | Aug. 25, 2023 | ||
Interest rate | 0.00% | 0.00% | ||
Debt instrument, outstanding amount | $ 495 | $ 495 | 495 | |
KeyBank | Autumn Breeze | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Jan. 1, 2045 | Jan. 1, 2045 | ||
Interest rate | 3.65% | 3.65% | ||
Debt instrument, outstanding amount | $ 6,617 | $ 6,573 | 6,705 | |
KeyBank | Sumter Valley | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Jan. 1, 2047 | Jan. 1, 2047 | ||
Interest rate | 3.70% | 3.70% | ||
Debt instrument, outstanding amount | $ 5,356 | $ 5,325 | 5,419 | |
Metro City Bank | Coosa Valley Health Care | Senior Debt Obligations | Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Sep. 30, 2035 | Jan. 31, 2036 | ||
Interest rate | 5.50% | 5.50% | ||
Debt instrument, outstanding amount | $ 5,101 | $ 0 | 5,149 | |
Metro City Bank | Coosa Valley Health Care | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 1.50% | |||
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Dec. 24, 2036 | Dec. 24, 2036 | ||
Interest rate | 5.75% | |||
Effective interest rate (as a percent) | 5.75% | |||
Debt instrument, outstanding amount | $ 3,914 | $ 3,875 | 3,972 | |
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 1.75% | |||
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Jul. 27, 2036 | Jul. 27, 2036 | ||
Interest rate | 6.00% | |||
Effective interest rate (as a percent) | 6.00% | |||
Debt instrument, outstanding amount | $ 3,993 | $ 3,993 | 4,018 | |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 1.50% | |||
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Jul. 27, 2036 | Jul. 27, 2036 | ||
Interest rate | 5.50% | |||
Effective interest rate (as a percent) | 5.50% | |||
Debt instrument, outstanding amount | $ 615 | $ 608 | 628 | |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.25% | |||
City of Springfield | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | $ 6,379 | 6,500 | ||
City of Springfield | Eaglewood Care Center | Bonds Series A | ||||
Debt Instrument [Line Items] | ||||
Maturity date | May 1, 2042 | |||
Interest rate | 7.65% | |||
Debt instrument, outstanding amount | $ 6,379 | 6,379 | ||
City of Springfield | Eaglewood Care Center | Bond Series B | ||||
Debt Instrument [Line Items] | ||||
Maturity date | May 1, 2021 | |||
Interest rate | 8.50% | |||
Debt instrument, outstanding amount | $ 0 | 121 | ||
City of Springfield | Eaglewood Care Center | Bonds | Bonds Series A | ||||
Debt Instrument [Line Items] | ||||
Maturity date | May 1, 2042 | |||
Interest rate | 7.65% | |||
Debt instrument, outstanding amount | $ 6,379 | 6,379 | ||
City of Springfield | Eaglewood Care Center | Bonds | Bond Series B | ||||
Debt Instrument [Line Items] | ||||
Maturity date | May 1, 2021 | |||
Interest rate | 8.50% | |||
Debt instrument, outstanding amount | 121 | |||
Exchange Bank Of Alabama | Coosa Valley Health Care | Senior debt - other mortgage indebtedness | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Oct. 10, 2026 | |||
Interest rate | 3.95% | |||
Debt instrument, outstanding amount | $ 5,146 | 0 | ||
Exchange Bank Of Alabama | Meadowood Facility | ||||
Debt Instrument [Line Items] | ||||
Maturity date | May 1, 2022 | |||
Interest rate | 4.50% | |||
Exchange Bank Of Alabama | Meadowood Facility | Senior debt - other mortgage indebtedness | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Oct. 1, 2026 | |||
Interest rate | 4.50% | |||
Debt instrument, outstanding amount | $ 3,555 | $ 3,504 | 3,631 | |
Orix Real Estate Capital Member | The Pavilion Care Center | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.16% | |||
First Insurance Funding | Other Debt | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Mar. 1, 2022 | Mar. 1, 2022 | ||
Interest rate | 3.63% | 3.63% | ||
Debt instrument, outstanding amount | $ 294 | $ 197 | 94 | |
Servarus Financial Inc. | Other Debt | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Nov. 1, 2021 | Nov. 1, 2021 | ||
Interest rate | 5.18% | 5.18% | ||
Debt instrument, outstanding amount | $ 273 | $ 110 | 0 | |
FountainHead Commercial Capital - PPP Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding amount | $ 200 | |||
FountainHead Commercial Capital - PPP Loan | Other Debt | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Apr. 16, 2022 | Apr. 16, 2022 | ||
Interest rate | 1.00% | 1.00% | ||
Debt instrument, outstanding amount | $ 229 | $ 0 | 229 | |
Marlin Covington Finance | Other Debt | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Mar. 11, 2021 | Mar. 11, 2021 | ||
Interest rate | 20.17% | 20.17% | ||
Debt instrument, outstanding amount | $ 0 | $ 4 |
Notes Payable and Other Debt _3
Notes Payable and Other Debt - Details of Long-term Debt (Parenthetical) (Details) $ in Millions | Oct. 01, 2021 | Aug. 17, 2021 | May 03, 2021USD ($) | Jun. 30, 2021USD ($)Facilitybed | Sep. 30, 2021USD ($)Facilitybed |
Meadowood Facility | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date start range | May 1, 2022 | ||||
Debt instrument maturity date end range | Oct. 1, 2026 | ||||
Coosa Valley Health Care | |||||
Debt Instrument [Line Items] | |||||
Prepayment penalties capped percentage | 5.00% | ||||
Prepayment penalties percentage capped thereafter | 1.00% | ||||
New fees amount | $ | $ 0.1 | ||||
Default interest rate | 5.00% | ||||
Prepayment penalties capped percentage in second year | 4.00% | ||||
KeyBank | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date start range | Aug. 25, 2021 | ||||
Debt instrument maturity date end range | Aug. 25, 2023 | ||||
Senior debt - guaranteed by HUD | |||||
Debt Instrument [Line Items] | |||||
Number of skilled nursing facilities | 7 | 7 | |||
Percentage of debt insured | 100.00% | 100.00% | |||
Senior debt - guaranteed by USDA | |||||
Debt Instrument [Line Items] | |||||
Number of skilled nursing facilities | 3 | 2 | |||
Annual renewal fee for the USDA guarantee (as a percent) | 0.25% | 0.25% | |||
Debt Instrument Prepayment Penalties Percentage | 1.00% | 1.00% | |||
Prepayment penalties capped percentage | 1.00% | 1.00% | |||
Prepayment penalties percentage capped, period | 10 years | 10 years | |||
Prepayment penalties percentage capped thereafter | 0.00% | 0.00% | |||
Number of licensed beds | bed | 124 | ||||
Senior debt - guaranteed by USDA | Coosa Valley Health Care | |||||
Debt Instrument [Line Items] | |||||
Prepayment penalties percentage capped thereafter | 1.00% | ||||
Senior debt - guaranteed by SBA | |||||
Debt Instrument [Line Items] | |||||
Number of skilled nursing facilities | 1 | ||||
Percentage of debt insured | 75.00% | 75.00% | |||
Number of licensed beds | bed | 126 | 126 | |||
Senior debt Bonds, net of discount | |||||
Debt Instrument [Line Items] | |||||
Amortization of deferred financing costs (in percentage) | 0.01% | 0.01% | |||
Bond Series B | Bonds | City of Springfield | Eaglewood Care Center | |||||
Debt Instrument [Line Items] | |||||
Repayment of debt | $ | $ 0.1 | $ 0.1 | |||
Senior debt - other mortgage indebtedness | |||||
Debt Instrument [Line Items] | |||||
Amortization of deferred financing costs (in percentage) | 0.30% | 0.34% | |||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Amortization of deferred financing costs (in percentage) | 0.08% | 0.09% | |||
Minimum | Senior debt - guaranteed by USDA | |||||
Debt Instrument [Line Items] | |||||
Percentage of debt insured | 70.00% | ||||
Debt Instrument Prepayment Penalties Percentage | 70.00% | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Amortization of deferred financing costs (in percentage) | 0.53% | 0.53% | |||
Maximum | Senior debt - guaranteed by USDA | |||||
Debt Instrument [Line Items] | |||||
Percentage of debt insured | 80.00% | ||||
Debt Instrument Prepayment Penalties Percentage | 80.00% |
Notes Payable and Other Debt _4
Notes Payable and Other Debt - Additional Information (Details) - EMPLOYEE | Sep. 30, 2021 | Jun. 30, 2021 |
Debt Disclosure [Abstract] | ||
Number of credit related instruments | 16 | 17 |
Notes Payable and Other Debt _5
Notes Payable and Other Debt - Summary of the Scheduled Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
2022 | $ 1,976 | $ 6,400 | |
2023 | 2,333 | 1,726 | |
2024 | 1,922 | 1,808 | |
2025 | 2,014 | 1,899 | |
2026 | 2,110 | 1,994 | |
Thereafter | 44,365 | 41,667 | |
Subtotal | 54,720 | 55,494 | $ 55,824 |
Less: unamortized discounts | (126) | (129) | (135) |
Less: deferred financing costs, net | (1,197) | (1,202) | $ (1,250) |
Total notes and other debt | $ 53,397 | $ 54,163 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Activity of Discontinued Operations (Details) - Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Cost of services | $ 22 | $ 62 | $ 2 | $ (6) | $ 75 | $ 31 | $ 97 | $ 33 |
Net loss | $ (22) | $ (62) | $ (2) | $ 6 | $ (75) | $ (31) | $ (97) | $ (33) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Accounts payable | $ 2.5 | $ 2.5 | $ 2.6 | $ 2.6 |
Accrued expenses | $ 0.7 | $ 0.7 | $ 0.7 | $ 0.7 |
Common and Preferred Stock - Ad
Common and Preferred Stock - Additional Information (Details) | Oct. 02, 2018 | Oct. 01, 2018USD ($)$ / shares | Jun. 08, 2018 | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020$ / shares | Jun. 30, 2021USD ($)EMPLOYEE$ / sharesshares | Jun. 30, 2020USD ($)EMPLOYEE$ / shares | Sep. 30, 2021USD ($)DividendsPeriodDirector$ / sharesshares | Dec. 31, 2020shares |
Class of Stock [Line Items] | ||||||||||
Dividends paid, common stock | $ | $ 0 | |||||||||
Dividends declared, common stock | $ 0 | $ 0 | ||||||||
Dividends paid, preferred stock | $ | $ 0 | |||||||||
Preferred stock, shares outstanding | shares | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | |||||
Preferred stock, shares issued | shares | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | |||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Undeclared preferred stock dividends arrears | $ | $ 32,400,000 | $ 32,400,000 | $ 34,600,000 | |||||||
Cumulative preferential cash dividend rate | 10.875% | 10.875% | ||||||||
Stated liquidation preference | $ 25 | $ 25 | $ 25 | |||||||
Preferred stock cumulative preferential cash dividends annual rate per share | $ 2,720,000 | |||||||||
Unpaid accrued dividends on preferred stock | $ | $ 1,900,000 | $ 2,200 | $ 2,200 | |||||||
Number of dividends period | 4 | 4 | ||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | ||||||||
Dividends paid, preferred stock | $ 3.20 | |||||||||
Number of additional directors | 2 | 2 | ||||||||
Preferred stock, shares outstanding | shares | 2,811,535 | 2,811,535 | ||||||||
Preferred stock, shares issued | shares | 2,811,535 | 2,811,535 | 2,811,535 | 2,811,535 | ||||||
Redemption price per share | $ 25 | $ 25 | $ 25 | $ 25 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | Dec. 15, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee stock options or warrants issued | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Restricted stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ 800,000 | $ 400,000 | $ 400,000 | $ 800,000 | |||||
Period of recognition of compensation expense | 2 years | 2 years 1 month 6 days | |||||||
2020 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of awards made under employee stock option plan | 0 | 0 | |||||||
Incentive stock options may be granted after 10th anniversary of date of Board approval | 0 | 0 | 0 | 0 | |||||
Number of securities remaining available, effective upon 2011 plan | 163,000 | 163,000 | |||||||
2011 plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares of the company's stock, effective upon 2011 plan | 168,950 | ||||||||
Additional award granted | 0 | ||||||||
Number of securities remaining available, effective upon 2011 plan | 210,386 | 210,386 | |||||||
Maximum | 2020 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares of the company's stock that may be issued | 250,000 | 250,000 | 250,000 | 250,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Recognized Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ 179 | $ 123 | $ 13 | $ 12 | $ 123 | $ 24 | $ 302 | $ 37 |
Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | 179 | 123 | 0 | 0 | 123 | 0 | 302 | 0 |
Employee | Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | 179 | 123 | 0 | 0 | 123 | 0 | 302 | 0 |
Nonemployee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | 0 | 0 | 13 | 12 | 0 | 24 | 0 | 37 |
Nonemployee | Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 13 | $ 12 | $ 0 | $ 24 | $ 0 | $ 37 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Company's Restricted Stock Activity (Details) - Restricted stock - $ / shares | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Number of Shares (000's) | ||
Unvested at the beginning of the period (in shares) | 14 | 14 |
Granted (in shares) | 39 | 87 |
Vested (in shares) | (22) | (22) |
Unvested at the end of the period (in shares) | 31 | 79 |
Weighted Average Grant Date Fair Value | ||
Unvested at the beginning of the period (in dollars per share) | $ 3.60 | $ 3.60 |
Granted (in dollars per share) | 13.26 | 13.01 |
Vested (in dollars per share) | 7.18 | 7.18 |
Unvested at the ending of the period (in dollars per share) | $ 13.26 | $ 12.99 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jan. 29, 2020USD ($) | Oct. 27, 2016USD ($) | Jun. 30, 2021USD ($)Casecredit_instrument | Mar. 31, 2021Case | Jun. 30, 2021USD ($)Case | Sep. 30, 2021USD ($) | Jun. 30, 2021Case | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020Case | Jun. 30, 2020 | Mar. 31, 2020Case | Mar. 31, 2020 |
Loss Contingencies [Line Items] | |||||||||||||||
Self-insured reserve | $ 168,000 | $ 168,000 | $ 140,000 | $ 183,000 | |||||||||||
Accounts Payable | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Self-insured reserve | 100,000 | 100,000 | $ 100,000 | 100,000 | $ 100,000 | ||||||||||
Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Pending litigation | 12 | 13 | 12 | 11 | |||||||||||
Self-insured reserve | $ 200,000 | $ 200,000 | $ 100,000 | $ 200,000 | |||||||||||
Former Patients | Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Pending litigation | 1 | 1 | |||||||||||||
Current Or Prior Tenants Former Patients | Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Pending litigation | 11 | 10 | |||||||||||||
Current Or Prior Tenants Former Patients | Dismissed Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Pending litigation | Case | 1 | ||||||||||||||
Number of claims dismissed | Case | 1 | ||||||||||||||
ARKANSAS | Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency claims after disposal of facilities | 4 | 4 | |||||||||||||
ARKANSAS | Former Patients | Settled Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of claims settled | 1 | 1 | |||||||||||||
Litigation settlement amount | $ 40,000 | ||||||||||||||
ARKANSAS | Current Or Prior Tenants Former Patients | Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Pending litigation | 0 | 1 | 1 | 0 | 1 | 2 | 2 | 1 | 1 | ||||||
Ohio | Ohio Attorney General Action | Dismissed Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Offer to settle claims | $ 1,000,000 | ||||||||||||||
Ohio | Ohio Attorney General Action | Dismissed Litigation | Minimum | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Damages sought per claim or falsification | 5,000,000 | ||||||||||||||
Ohio | Ohio Attorney General Action | Dismissed Litigation | Maximum | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Damages sought per claim or falsification | $ 10,000,000 |
Segment Results - Additional In
Segment Results - Additional Information (Details) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2021USD ($)Segment | Sep. 30, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reporting segments | Segment | 2 | 2 | |
Description of primary reporting segments | i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Tara Facility. | i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Tara Facility. | |
Assets | $ 107,163 | $ 107,024 | $ 108,025 |
Real Estate Services | |||
Segment Reporting Information [Line Items] | |||
Assets | 105,700 | 104,600 | |
Healthcare Services | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 1,500 | 2,400 | |
Medicaid Overpayment | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 1,000 |
Segment Results - Summary of Re
Segment Results - Summary of Results of Operations for Reporting Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||||||
Rental revenues | $ 4,136 | $ 3,763 | $ 4,308 | $ 4,293 | $ 7,844 | $ 8,590 | $ 11,980 | $ 12,898 |
Total revenues | 6,702 | 6,468 | 4,767 | 4,539 | 13,549 | 9,087 | 20,251 | 13,854 |
Expenses: | ||||||||
Patient care expense | 2,454 | 2,254 | 0 | 0 | 4,457 | 0 | 6,911 | 0 |
Facility rent expense | 1,640 | 1,639 | 1,640 | 1,639 | 3,279 | 3,279 | 4,919 | 4,919 |
Cost of management fees | 153 | 150 | 161 | 174 | 315 | 325 | 468 | 486 |
Depreciation and amortization | 651 | 652 | 694 | 769 | 1,302 | 1,545 | 1,953 | 2,239 |
General and administrative expense | 972 | 945 | 743 | 714 | 1,981 | 1,591 | 2,953 | 2,334 |
Doubtful accounts expense | 0 | 37 | 790 | (135) | 77 | (137) | 77 | 653 |
Other operating expenses | 204 | 243 | 109 | 297 | 475 | 521 | 679 | 630 |
Total expenses | 6,074 | 5,920 | 4,137 | 3,458 | 11,886 | 7,124 | 17,960 | 11,261 |
Income from operations | 628 | 548 | 630 | 1,081 | 1,663 | 1,963 | 2,291 | 2,593 |
Other expense (income) : | ||||||||
Interest expense, net | 669 | 666 | 692 | 684 | 1,353 | 1,399 | 2,022 | 2,091 |
Gain on extinguishment of debt | (146) | 0 | (146) | 0 | ||||
Other expense, net | 122 | 323 | 9 | (9) | 717 | 135 | 839 | 144 |
Total other expense, net | 645 | 989 | 701 | 675 | 2,070 | 1,534 | 2,715 | 2,235 |
(Loss) income from continuing operations before income taxes | (17) | (441) | (71) | 406 | (407) | 429 | (424) | 358 |
(Loss) income from continuing operations | (17) | (441) | (71) | 406 | (407) | 429 | (424) | 358 |
(Loss) income from discontinued operations, net of tax | (22) | (62) | (2) | 6 | (75) | (31) | (97) | (33) |
Net (loss) income | (39) | (503) | (73) | 412 | (482) | 398 | (521) | 325 |
Real Estate Services | ||||||||
Revenues: | ||||||||
Rental revenues | 4,136 | 3,763 | 4,308 | 4,293 | 7,844 | 8,590 | 11,980 | 12,898 |
Total revenues | 4,393 | 4,023 | 4,767 | 4,539 | 8,414 | 9,087 | 12,807 | 13,854 |
Expenses: | ||||||||
Patient care expense | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Facility rent expense | 1,342 | 1,342 | 1,640 | 1,639 | 2,684 | 3,279 | 4,026 | 4,919 |
Cost of management fees | 153 | 150 | 161 | 174 | 315 | 325 | 468 | 486 |
Depreciation and amortization | 645 | 649 | 694 | 769 | 1,297 | 1,545 | 1,942 | 2,239 |
General and administrative expense | 861 | 823 | 743 | 714 | 1,722 | 1,591 | 2,583 | 2,334 |
Doubtful accounts expense | (111) | 0 | 790 | (135) | 0 | (137) | (111) | 653 |
Other operating expenses | 199 | 239 | 109 | 297 | 471 | 521 | 670 | 630 |
Total expenses | 3,089 | 3,203 | 4,137 | 3,458 | 6,489 | 7,124 | 9,578 | 11,261 |
Income from operations | 1,304 | 820 | 630 | 1,081 | 1,925 | 1,963 | 3,229 | 2,593 |
Other expense (income) : | ||||||||
Interest expense, net | 666 | 663 | 692 | 684 | 1,344 | 1,399 | 2,010 | 2,091 |
Gain on extinguishment of debt | (146) | 0 | (146) | 0 | ||||
Other expense, net | 122 | 323 | 9 | (9) | 717 | 135 | 839 | 144 |
Total other expense, net | 642 | 986 | 701 | 675 | 2,061 | 1,534 | 2,703 | 2,235 |
(Loss) income from continuing operations before income taxes | 662 | (166) | (71) | 406 | (136) | 429 | 526 | 358 |
(Loss) income from continuing operations | 662 | (166) | (71) | 406 | (136) | 429 | 526 | 358 |
(Loss) income from discontinued operations, net of tax | (22) | (62) | (2) | 6 | (75) | (31) | (97) | (33) |
Net (loss) income | 640 | (228) | (73) | 412 | (211) | 398 | 429 | 325 |
Healthcare Services | ||||||||
Revenues: | ||||||||
Rental revenues | 0 | 0 | 0 | 0 | ||||
Total revenues | 2,309 | 2,445 | 5,135 | 7,444 | ||||
Expenses: | ||||||||
Patient care expense | 2,454 | 2,254 | 4,457 | 6,911 | ||||
Facility rent expense | 298 | 297 | 595 | 893 | ||||
Cost of management fees | 0 | 0 | 0 | 0 | ||||
Depreciation and amortization | 6 | 3 | 5 | 11 | ||||
General and administrative expense | 111 | 122 | 259 | 370 | ||||
Doubtful accounts expense | 111 | 37 | 77 | 188 | ||||
Other operating expenses | 5 | 4 | 4 | 9 | ||||
Total expenses | 2,985 | 2,717 | 5,397 | 8,382 | ||||
Income from operations | (676) | (272) | (262) | (938) | ||||
Other expense (income) : | ||||||||
Interest expense, net | 3 | 3 | 9 | 12 | ||||
Gain on extinguishment of debt | 0 | 0 | ||||||
Other expense, net | 0 | 0 | 0 | 0 | ||||
Total other expense, net | 3 | 3 | 9 | 12 | ||||
(Loss) income from continuing operations before income taxes | (679) | (275) | (271) | (950) | ||||
(Loss) income from continuing operations | (679) | (275) | (271) | (950) | ||||
(Loss) income from discontinued operations, net of tax | 0 | 0 | 0 | 0 | ||||
Net (loss) income | (679) | (275) | (271) | (950) | ||||
Patient Care Revenues | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 2,309 | 2,445 | 0 | 0 | 5,135 | 0 | 7,444 | 0 |
Patient Care Revenues | Real Estate Services | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Patient Care Revenues | Healthcare Services | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 2,309 | 2,445 | 5,135 | 7,444 | ||||
Management Fees | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 248 | 247 | 244 | 244 | 495 | 488 | 743 | 732 |
Management Fees | Real Estate Services | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 248 | 247 | 244 | 244 | 495 | 488 | 743 | 732 |
Management Fees | Healthcare Services | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 0 | 0 | 0 | 0 | ||||
Other Revenues | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 9 | 13 | 215 | 2 | 75 | 9 | 84 | 224 |
Other Revenues | Real Estate Services | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | 9 | 13 | $ 215 | $ 2 | 75 | $ 9 | 84 | $ 224 |
Other Revenues | Healthcare Services | ||||||||
Revenues: | ||||||||
Patient care, management fees and other revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Oct. 07, 2021 | Oct. 04, 2021 | Oct. 01, 2021 | Jul. 09, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||
Debt instrument, outstanding amount | $ 54,720,000 | $ 55,494,000 | $ 54,720,000 | $ 55,824,000 | |||||
Fair Labor Standards Legal Complaint | |||||||||
Subsequent Event [Line Items] | |||||||||
Loss contingency, damages sought | Additionally, the plaintiff is seeking, for Putative Class Members, back pay equal to the amount of all unpaid overtime pay for three years preceding October 7, 2021 plus an additional equal amount in liquidation damages, punitive damages of not less than $150.00 for each day the violation continued, an award of 6% of the total unpaid wages or $200.00 for each instance of failure to pay wages owed within thirty days, whichever is greater, attorney’s fees and costs, and any other relief the plaintiff is entitled to. The Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. | ||||||||
Subsequent Event | Fair Labor Standards Legal Complaint | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of total unpaid wages | 6.00% | ||||||||
Punitive damages for each instance of failure to pay wages owed within thirty days | $ 200 | ||||||||
Subsequent Event | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Offer to settle claims | $ 10,000 | ||||||||
Subsequent Event | Maximum | Fair Labor Standards Legal Complaint | |||||||||
Subsequent Event [Line Items] | |||||||||
Punitive damages | $ 150 | ||||||||
Meadowood Facility | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument maturity date start range | May 1, 2022 | ||||||||
Debt instrument maturity date end range | Oct. 1, 2026 | ||||||||
Exchange Bank Of Alabama | Meadowood Facility | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, outstanding amount | $ 3,500,000 | ||||||||
Debt instrument maturity date start range | May 1, 2022 | ||||||||
Debt instrument maturity date end range | Oct. 1, 2026 | ||||||||
FountainHead Commercial Capital - PPP Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, outstanding amount | $ 200,000 | ||||||||
Debt Instrument, Decrease, Forgiveness | $ 200,000 | $ 200,000 | $ 200,000 | ||||||
FountainHead Commercial Capital - PPP Loan | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, outstanding amount | $ 200,000 |