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OTHER INVESTMENTS
12 Months Ended
Dec. 31, 2021
OTHER INVESTMENTS [Abstract]  
OTHER INVESTMENTS

NOTE 8 - OTHER INVESTMENTS

Our other investments consist of fixed and variable rate loans to our operators and/or their principals to fund working capital and capital expenditures. These loans may be either unsecured or secured by the collateral of the borrower. Interest revenue on these loans is included within other investment income on the Consolidated Statement of Operations. As of December 31, 2021, we had 34 loans with 18 different operators. A summary of our other investments is as follows:

    

December 31, 

December 31, 

    

2021

    

2020

(in thousands)

Other investment notes due 2024; interest at 13.15% (1)

$

90,752

  

$

83,636

Other investment notes due 2024-2025; interest at 8.12% (1)

55,791

  

56,987

Other investment note due 2023; interest at 12.00%

 

40,232

49,973

Other investment notes due 2030; interest at 7.00%

 

201,613

  

147,148

Other investment notes outstanding (2)

 

150,890

  

161,155

Total other investments, gross

539,278

498,899

Allowance for credit losses on other investments

(69,394)

(31,457)

Total other investments - net

$

469,884

$

467,442

(1)Approximate weighted average interest rate as of December 31, 2021.
(2)Other investment notes have a weighted average interest rate of 8.46% as of December 31, 2021 with maturity dates ranging from 2022 through 2031 (with $81.9 million maturing in 2022).

Other investment notes due 2024

Our other investment notes due in 2024 consists of two secured term loans with Genesis with initial borrowings of $48.0 million and $16.0 million at issuance. The $48.0 million term loan was issued in July 2016 (the “2016 Term Loan”), with subsequent amendments in 2018, 2019 and 2021, and currently bears interest at a fixed rate of 14% per annum, of which 9% per annum is paid-in-kind. The 2016 Term Loan was initially scheduled to mature on July 29, 2020, but through the amendments noted above, the maturity date of this loan was extended to January 1, 2024. The $16.0 million secured term loan was issued on March 6, 2018 (the “2018 Term Loan”), and amended in 2021, and bears interest at a fixed rate of 10% per annum, of which 5% per annum is paid-in-kind. The 2018 Term Loan was initially scheduled to mature on July 29, 2020, but through the amendments noted above was extended to January 1, 2024. Both the 2016 and 2018 Term Loans are secured by a first priority lien on and security interest in certain collateral of Genesis. As of December 31, 2021, there was approximately $71.4 million and $19.4 million outstanding on the 2016 and 2018 Term Loans, respectively. We evaluated our 2016 and 2018 Term Loans with Genesis for impairment during 2021 and 2020, with no incremental provision for credit loss recognized given the underlying collateral value.  

Other investment notes due 2024-2025

Our other investment notes due in 2024-2025 consist of a $32 million secured term loan (the “Agemo Term Loan”) and a $25.0 million secured working capital loan (the “Agemo WC Loan”) with Agemo. The Agemo Term Loan was acquired in 2016 and bears interest at 9% per annum. The Agemo Term Loan matures on December 31, 2024 and is secured by a security interest in certain collateral of Agemo. The Agemo WC Loan was issued on May 7, 2018 and bears interest at 7% per annum. The Agemo WC Loan matures on April 30, 2025 and is primarily secured by a collateral package that includes a second lien on the accounts receivable of the Agemo. The proceeds of the Agemo WC Loan were used to pay operating expenses, settlement payments, fees, taxes and other costs approved by the Company. During the third quarter of 2020, we evaluated both loans for impairment upon receiving information from Agemo regarding substantial doubt of its ability to continue as a going concern. Based on our evaluation, we recorded a provision for credit loss of $22.7 million in the third quarter of 2020 to reduce the carrying value of the loans to the fair value of the underlying collateral. We also fully reserved approximately $3.8 million of contractual interest receivable related to the Agemo Term Loan in the third quarter of 2020 (see Note 9 – Allowance for Credit Losses).

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Agemo failed to pay contractual rent and interest to us from August 2021 through October 2021 and in December 2021. We have continued to monitor the fair value of the collateral associated with these loans on a quarterly basis. In the third quarter of 2021, we recorded an additional provision for credit loss of $16.7 million related to these loans as a result of a reduction in the fair value of the underlying collateral assets supporting the current carrying values. The reduction in fair value of the collateral assets was primarily driven by the application of Agemo’s $9.3 million letter of credit that supported the value of the Agemo Term Loan to Omega’s uncollected receivables and a reduction in Agemo’s working capital accessible to Omega as collateral, after considering other liens on the assets. Additionally, the loan has been placed on non-accrual status and we will use the cost recovery method and will apply any interest and fees received directly against the principal of the loan. As of December 31, 2021, we have received $1.2 million of interest payments and applied against the principal.

We previously had two other loans with Agemo affiliates that were repaid during 2020: $1.7 million term loan (which was added to Agemo Term Loan) that was issued on November 5, 2019 and a $3.5 million term loan that was issued on February 28, 2020. The $1.7 million term loan and $3.5 million term loan bore interest at fixed rates of 9% and 10% per annum, respectively.

At December 31, 2021, the total carrying value of our loans outstanding with Agemo and its affiliates, net of allowances for credit losses, is approximately $16.7 million.

Other investment note due 2023

Our other investment note due in 2023 consists of a $60.0 million mezzanine loan, with an operator, that was acquired and financed in 2016 and subsequently amended and refinanced in May 2018. As amended, the mezzanine loan bears interest at a fixed interest rate of 12% per annum and matures on May 31, 2023.  The mezzanine loan requires semi-annual principal payments of $2.5 million commencing December 31, 2018 and is secured by an equity interest in subsidiaries of the borrower. As of December 31, 2021, our total other investments outstanding with this borrower was approximately $40.2 million.

Other investment notes due 2030

In 2015 and 2017, we entered into two separate $50.0 million and $15.0 million secured revolving credit facilities with Maplewood and its subsidiaries. These revolving credit facilities bore interest at approximately 6.66% per annum and 9.5% per annum, respectively, and were initially scheduled to mature in 2023. As a part of an overall restructuring with this operator, we entered into a $220.5 million secured revolving credit facility with Maplewood on July 31, 2020, of which $132.1 million was drawn at closing. The funds drawn at closing were used to repay our prior credit facilities with Maplewood, as well as other lease obligations owed to us, of which approximately $55.4 million was scheduled to be repaid at termination of the master lease. Loan proceeds under the new credit facility may also be used to fund Maplewood’s working capital needs. Loans made under this facility bear interest at a fixed rate of 7% per annum and mature on June 30, 2030. As of December 31, 2021, $201.6 million remains outstanding on this credit facility to Maplewood.

As a result of entering into the $220.5 million secured revolving credit facility in July 2020, we reassessed our relationship with Maplewood and concluded that Maplewood was a VIE.

Other investment notes outstanding

As of December 31, 2021, our other investment notes outstanding represents 28 loans to operators that primarily consists of term loans and working capital loans or revolving credit facilities. Many of these loans are not individually significant and the use of proceeds of these loans can vary. Included below are the significant new loans entered into in 2021 and significant updates to any existing loans.  

Gulf Coast – DIP Facility

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, in October 2021, we provided an up to $25.0 million senior secured DIP facility (the “DIP Facility”) with Gulf Coast, in order to provide liquidity for the operations of the Gulf Coast facilities during its Chapter 11 cases. A portion of the funding under the DIP Facility is tied to certain milestones and other conditions, including the transition of the management of the operations of the facilities. At December 31, 2021, these milestones and conditions had been met and the full capacity of the DIP Facility was available to be borrowed upon by Gulf Coast. The DIP Facility bears interest at LIBOR (subject to a 1% floor) plus 12% per annum and has an unused commitment fee equal to .50% of the average daily balance of the undrawn commitments. Interest and fees are payable monthly and the principal is due at maturity, unless the amount outstanding thereunder is accelerated prior to maturity. Currently, the DIP Facility matures on the earlier of (i) June 18, 2022, (ii) the effective date of a plan of reorganization or liquidation in the Chapter 11 Cases or (iii) upon an event of default as defined in the DIP Facility agreement. The DIP financing is guaranteed by all debtors in Gulf Coast’s Chapter 11 cases and is secured by liens on substantially all of their assets, including post-petition accounts receivable, subject in certain cases to other priorities or exceptions. As of December 31, 2021, $20.5 million was outstanding under the DIP Facility, which was fully reserved for as discussed further below.

Given the uncertainty and complexity surrounding the bankruptcy process and the deteriorated credit of Gulf Coast, we evaluated the DIP facility on an individual basis and elected to measure the risk of loss on the DIP Facility based on the fair value of the collateral. Based on the cash forecasts provided by Gulf Coast as part of the Support Agreement and on-going monthly reporting, we estimate that the collateral will have insufficient value to support the loan at maturity and that we will be unable to collect on substantially all principal amounts advanced to Gulf Coast under the DIP Facility. Upon funding, we fully reserved all principal amounts advanced under the DIP Facility. In the fourth quarter of 2021, we recorded reserves of $20.0 million (the principal outstanding after considering interest payments applied to principal discussed below) related to the DIP facility through the provision for credit losses on December 31, 2021. Please see further discussion within Note 9 – Allowance for Credit Losses. Additionally, we have placed the loan on non-accrual status and will use the cost recovery method and will apply any interest and fees received directly against the principal of the loan. As of December 31, 2021, we have received $0.5 million of interest and fee payments and applied against the principal.

Working Capital Loan - $20 million

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, in November 2021, we entered into a $20.0 million working capital loan with New Manager of 23 of the 24 Gulf Coast facilities as part of the MOTAs that became effective on December 1, 2021. The working capital loan bears interest at 3% per annum. The maturity date of the loan is the earlier of (i) December 31, 2022, (ii) the date of the termination of one or more of the MOTAs, or (iii) the date that New Manager requests that the loan be terminated. Advances under the working capital loan are not required to be repaid until maturity. The working capital loan is collateralized by the post-transition accounts receivable of the 24 facilities. As of December 31, 2021, the outstanding principal under this loan was $12.5 million.

Revolving Credit Facility - $20 million

On October 1, 2021, the Company amended the terms of a $15 million revolving credit facility with an operator that was previously issued in December 2020 and had a maturity date of December 1, 2022. The revolving credit facility, as amended, has an increased maximum principal of $20 million, bears interest at 5% for the first year and 6% thereafter and has a maturity date of September 30, 2024. The credit facility is secured by a first lien on the accounts receivable of the operator. Following the amendment in the fourth quarter, this operator drew $7.8 million under the credit facility. As of December 31, 2021, the outstanding principal under this loan was $16.0 million.

As discussed in Note 23 – Subsequent Events, in January and February 2022, this operator paid contractual interest under the credit facility but failed to pay contractual rent due under its lease agreement. The operator has asked for a short-term rent deferral, and negotiations are on-going.

Second Spring Healthcare Investments

On April 17, 2020, we provided a $17.6 million unsecured loan to a subsidiary of Second Spring Healthcare Investments (an entity in which we have an approximate 15% ownership interest, see Note 11 – Investments in Joint Ventures) bearing interest at the greater of the prime interest rate or 3-month LIBOR plus 2.75% per annum which was due on demand. This loan was repaid in 2021.

Sellers Note - $30 million

In connection with transitioning facilities associated with Orianna Health Systems, a former operator, in January 2019 we issued a $30 million sellers note that bore interest at a fixed rate of 6% per annum. The $23.5 million in principal outstanding on this loan was repaid in September 2021.