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Debt
3 Months Ended
Mar. 31, 2013
Debt [Abstract]  
Debt
8.  Debt

Long-Term Debt, Capital Leases and Financing Obligations

Long-term debt, capital leases and financing obligations consist of the following (dollars in thousands):

 
March 31,
2013
 
 
December 31,
2012
 
 
Mortgage notes payable due 2013 through 2022; weighted average interest rate of 4.61% for the three months ended March 31, 2013, net of debt discount of $0.3 million (weighted average interest rate of 4.62% in 2012)
 
$
1,695,258
 
 
$
1,701,515
 
 
$150,000 Series A notes payable, secured by five communities and by a $3.0 million cash collateral deposit, bearing interest at LIBOR plus 0.88%, payable in monthly installments of principal and interest through maturity in August 2013
 
 
143,310
 
 
 
144,384
 
 

 
 
Discount mortgage note payable due June 2013, weighted average interest rate of 2.46% for the three months ended March 31, 2013, net of debt discount of $0.5 million and $1.0 million in 2013 and 2012, respectively (weighted average interest rate of 2.56% in 2012)
 
 
80,687
 
 
 
80,533
 
 
Variable rate tax-exempt bonds credit-enhanced by Fannie Mae; weighted average interest rate of 1.42% for the three months ended March 31, 2013 (weighted average interest rate of 1.65% in 2012), due 2032, payable in monthly installments of principal and interest through maturity, secured by the underlying assets of the portfolio
 
 
99,646
 
 
 
99,847
 
 
Capital and financing lease obligations payable through 2026; weighted average interest rate of 8.16% for the three months ended March 31, 2013 (weighted average interest rate of 8.16% in 2012)
 
 
312,679
 
 
 
319,745
 
 
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $62.5 million and $65.0 million in 2013 and 2012, respectively, interest at 2.75% per annum, due June 2018
 
 
253,775
 
 
 
251,312
 
 
Construction financing due 2017 through 2024; weighted average interest rate of 8.0% for the three months ended March 31, 2013 (weighted average interest rate of 8.0% in 2012)
 
 
4,093
 
 
 
1,280
 
 
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.81% for the three months ended March 31, 2013  (weighted average interest rate of 2.81% in 2012), due 2013
 
 
4,482
 
 
 
753
 
 
Total debt
 
 
2,593,930
 
 
 
2,599,369
 
 
Less current portion
 
 
307,845
 
 
 
509,543
 
 
Total long-term debt
 
$
2,286,085
 
 
$
2,089,826
 
 
 
 
 
 
 
 
 
 
As of March 31, 2013, the current portion of long-term debt within the Company's condensed consolidated financial statements reflects approximately $276.2 million of mortgage notes payable due within the next 12 months.  Although these debt obligations are scheduled to mature on or prior to March 31, 2014, the Company has the option, subject to the satisfaction of customary conditions (such as the absence of a material adverse change), to extend the maturity of approximately $80.0 million of certain mortgages payable included in such debt until 2020, as the instruments associated with such mortgages payable provide that the Company can extend the respective maturity dates for terms of seven years from the existing maturity dates.  The Company presently anticipates that it will either satisfy the conditions precedent for extending these obligations and will exercise the extension options or it will refinance or repay the $276.2 million of mortgage notes payable at or prior to maturity.

Credit Facilities

On March 28, 2013, the Company entered into a second amended and restated credit agreement with General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto. The amended credit agreement amended and restated in its entirety the Company's existing amended and restated credit agreement dated as of January 31, 2011, as previously amended.  The amended credit agreement extended the maturity date of the facility to March 31, 2018 and decreased the interest rate payable on advances and the fee payable on the unused portion of the facility.  The amended credit agreement also provides options to increase the committed amount initially from $230.0 million to $250.0 million and thereafter from $250.0 million to up to $350.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders.  The amended credit agreement now also permits reduction of the committed amount or termination of the facility during the last two years of the five year term without payment of a premium or penalty.

Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin.   The applicable margin varies with the percentage of the total commitment drawn, with a 3.25% margin at 25% or lower utilization, a 3.75% margin at utilization greater than 25% but less than or equal to 50%, and a 4.25% margin at greater than 50% utilization.  For purposes of determining the interest rate, in no event will LIBOR be less than 0.5% per annum.  The
 
 
Company is also required to pay a quarterly commitment fee of 0.5% per annum on the unused portion of the facility.

The revolving line of credit can be used to finance acquisitions and fund working capital and capital expenditures and for other general corporate purposes.

The facility is secured by a first priority mortgage on certain of the Company's communities. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility.

The amended credit agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. A violation of any of these covenants could result in a default under the amended credit agreement, which would result in termination of all commitments under the amended credit agreement and all amounts owing under the amended credit agreement and certain other loan agreements becoming immediately due and payable.

As of March 31, 2013, the Company had an available secured line of credit with a $230.0 million commitment and $198.6 million of availability (of which $45.0 million had been drawn as of such date).  The Company also had secured and unsecured letter of credit facilities of up to $92.5 million in the aggregate as of March 31, 2013.  Letters of credit totaling $78.0 million had been issued under these facilities as of that date.

Financings

On April 3, 2013, the Company obtained a $25.0 million first mortgage loan, secured by the underlying community.  The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 275 basis points and matures in April 2018.  In connection with the transaction, the Company repaid $29.0 million of existing variable rate debt.

On April 12, 2013, the Company obtained $259.0 million in loans secured by first mortgages on 23 communities.  The loans bear interest at a variable rate equal to 30-day LIBOR plus a margin of 246 basis points.  The loans mature in May 2023 and require amortization of principal over a 30 year period.  Proceeds of the loans, together with cash on hand, were used to refinance or prepay a total of $275.2 million of mortgage debt which was scheduled to mature in May and July 2013 and variable rate tax-exempt bonds scheduled to mature in 2032.

On April 22, 2013, the Company obtained a $28.0 million first mortgage loan, secured by two communities.  The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 275 basis points and matures in April 2018.  In connection with the transaction, the Company repaid $35.1 million of existing variable rate debt.

As of March 31, 2013, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements.