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Investment Activity
9 Months Ended
Sep. 30, 2023
Real Estate [Abstract]  
Investment Activity Investment Activity
Asset Acquisitions

Since January 1, 2023, we have completed the following real estate investments ($ in thousands):

OperatorDatePropertiesAsset ClassLandBuilding and ImprovementsTotal
Silverado Senior LivingQ1 20232ALF$3,894 $33,599 $37,493 
BickfordQ1 20231ALF1,746 15,542 17,288 
$5,640 $49,141 $54,781 

In February 2023, we acquired two memory care communities operated by Silverado Senior Living for approximately $37.5 million. The newly developed properties opened in 2022 and include a 60-unit community in Summerlin, Nevada and a 60-unit community in Frederick, Maryland. They are leased pursuant to 20-year leases with a first-year lease rate of 7.5% and annual escalators of 2.0%.

In February 2023, we also acquired a 64-unit ALF in Chesapeake, Virginia from Bickford. The acquisition price was $17.3 million, including the satisfaction of an outstanding construction note receivable of $14.2 million including interest, cash consideration of $0.5 million and approximately $0.1 million in closing costs. The acquisition price also included a reduction of $2.5 million in Bickford’s outstanding pandemic-related rent deferrals that has been recognized in “Rental income” during the nine months ended September 30, 2023. We added the community to an existing master lease with Bickford at an initial rate of 8.0%.

Asset Dispositions

During the nine months ended September 30, 2023, we completed the following dispositions of real estate properties within our Real Estate Investments portfolio as described below ($ in thousands):
OperatorDatePropertiesAsset ClassNet ProceedsNet Real Estate InvestmentGain
Impairment2
BAKA Enterprises, LLC1,3
Q1 20231ALF$7,478 $7,505 $— $(27)
Bickford1
Q1 20231ALF2,553 1,421 1,132 — 
Chancellor Senior Living1,3
Q2 20231ALF2,355 1,977 378 — 
Milestone Retirement1,3,4
Q2 20232ALF3,803 3,934 — (131)
Chancellor Senior Living1,3
Q2 20231ALF7,633 6,140 1,493 — 
Milestone Retirement1,3,4
Q2 20231ALF1,602 1,452 150 — 
Chancellor Senior LivingQ2 20231ALF23,724 14,476 9,248 — 
Chancellor Senior Living1,3
Q3 20231ALF2,923 2,292 631 — 
$52,071 $39,197 $13,032 $(158)
1 Assets were previously classified as “Assets held for sale” in the Consolidated Balance Sheet at December 31, 2022.
2 Impairments are included in “Loan and realty losses” in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2023.
3 Total impairment charges previously recognized on these properties were $16.4 million in the aggregate.
4 The Company provided aggregate financing of approximately $0.7 million, net of discounts, on these transactions in the form of notes receivable.

Assets Held for Sale and Long-Lived Assets

The following is a summary of our assets held for sale ($ in thousands):
As ofAs of
September 30, 2023December 31, 2022
Number of properties413
Real estate, net$10,875$43,302
Rental income associated with assets held for sale at September 30, 2023 totaled $0.6 million and $1.9 million for the three and nine months ended September 30, 2023, respectively, and $0.6 million and $1.6 million for the three and nine months ended September 30, 2022, respectively. During the first quarter of 2023, one property in our Real Estate Investments portfolio was classified as held for sale with a net real estate balance of $5.0 million and two properties, previously classified as held for sale with an aggregate net real estate balance of $12.3 million, were reclassified as held for use.

During the three months ended September 30, 2023, we recorded impairment charges of approximately $1.2 million for one property in our Real Estate Investments segment. During the nine months ended September 30, 2023, we recorded impairment charges of approximately $1.6 million for four properties in our Real Estate Investments segment, of which $0.5 million related to three properties either sold or classified as assets held for sale. The impairment charges are included in “Loan and realty losses” in the Condensed Consolidated Statements of Income.

We reduce the carrying value of impaired properties to their estimated fair value or, with respect to the properties classified as held for sale, to estimated fair value less costs to sell. To estimate the fair values of the properties, we utilized a market approach which considered binding agreements for sales (Level 1 inputs), non-binding offers to purchase from unrelated third parties and/or broker quotes of estimated values (Level 3 inputs), and/or independent third-party valuations (Level 1 and 3 inputs).

Fourth Quarter 2023 Dispositions

During the fourth quarter of 2023, we sold three ALFs located in Florida for combined consideration of approximately $5.4 million in cash, net of transaction costs plus $1.6 million of seller financing in connection with one of the transactions. The properties were classified in assets held for sale on the Condensed Consolidated Balance Sheet as of September 30, 2023, with an aggregate book value of $5.9 million. Prior impairment charges recognized on the properties totaled $1.3 million.

Tenant Concentration

The following table contains information regarding concentration in our Real Estate Investments portfolio of tenants or affiliates of tenants, that exceed 10% of total revenues for the nine months ended September 30, 2023 and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.8 million and $344.4 million in real estate assets in the SHOP segment ($ in thousands):
as of September 30, 2023
Revenues1
Asset Gross RealNotesNine Months Ended September 30,
ClassEstateReceivable20232022
Senior Living Communities, LLC (“Senior Living”)EFC$573,631 $48,950 $38,466 16%$38,325 18%
Bickford2
ALF429,043 16,827 29,280 12%N/AN/A
National HealthCare Corporation (“NHC”)SNF133,770 — 28,159 12%27,875 13%
All others, netVarious1,293,210 192,991 99,867 41%109,766 53%
Escrow funds received from tenants
 for property operating expensesVarious— — 8,738 4%7,553 4%
$2,429,654 $258,768 204,510 183,519 
Resident fees and services3
35,860 15%24,005 12%
$240,370 $207,524 
1 Includes interest income on notes receivable and rental income from properties classified as held for sale.
2 Revenues for the nine months ended September 30, 2022 are included in “All others, net” since they are less than 10% for that period.
3 There is no tenant concentration in “Resident fees and services” because these agreements are with individual residents.

At September 30, 2023, the two states in which we had an investment concentration of 10% or more were South Carolina (12.1%) and Texas (10.7%).

Senior Living

As of September 30, 2023, we leased ten retirement communities to Senior Living. We recognized straight-line rent of $(0.9) million and $0.3 million from Senior Living for the nine months ended September 30, 2023 and 2022, respectively.

NHC

As of September 30, 2023, we leased three ILFs and 32 SNFs to NHC, a publicly held company, under a master lease (four of which are subleased to other parties for whom the lease payments are guaranteed to us by NHC). Straight-line rent of $(0.9) million and $(0.1) million was recognized for NHC for the nine months ended September 30, 2023 and 2022, respectively.

Two of the members of our Board of Directors, including our chairman, are also members of NHC’s board of directors.

Bickford

As of September 30, 2023, we leased 39 facilities to Bickford under four leases. During the second quarter of 2022, we converted Bickford to the cash basis of revenue recognition based upon information obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. As a result, we wrote off approximately $18.1 million of straight-line rents receivable and $7.1 million of lease incentives, that were included in “Other assets, net” on the Condensed Consolidated Balance Sheet, to rental income in 2022.

During the three and nine months ended September 30, 2023, Bickford repaid $0.8 million and $1.3 million, respectively, of its outstanding pandemic-related deferrals in addition to the reduction in deferrals of $2.5 million recognized in connection with the acquisition of the ALF located in Chesapeake, Virginia from Bickford. As of September 30, 2023, Bickford’s outstanding pandemic-related deferrals were $19.0 million.

Cash Basis Operators

Cash rent received from Bickford for the three and nine months ended September 30, 2023 was $8.6 million and $24.5 million, respectively, which excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals recognized in connection with the acquisition of the ALF from Bickford in the first quarter of 2023 located in Chesapeake, Virginia (discussed above).
We placed two additional operators on the cash basis of accounting for their leases during 2022. Rental income associated with these tenants totaled $3.4 million and $10.0 million for the three and nine months ended September 30, 2023, respectively.

Tenant Purchase Options

Certain of our leases contain purchase options allowing tenants to acquire the leased properties by a fixed base price plus a specified share in any appreciation or a fixed base price. At September 30, 2023, tenants had purchase options on three properties with an aggregate net investment of $58.8 million that will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million and $5.4 million for the three and nine months ended September 30, 2023, respectively, and $1.8 million and $5.3 million for the three and nine months ended September 30, 2022, respectively.

We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed our net investment in the leased property or properties.

Future Minimum Base Rent

Future minimum lease payments to be received by us under our operating leases at September 30, 2023, are as follows ($ in thousands):
Remainder of 2023$57,301 
2024237,531 
2025241,391 
2026246,792 
2027201,627 
2028195,138 
Thereafter679,952 
$1,859,732 

Variable Lease Payments

Most of our existing leases contain annual escalators in rent payments. Some of our leases contain escalators that are determined annually based on a variable index or other factors that are indeterminable at the inception of the lease. The table below indicates the rental income recognized as a result of fixed and variable lease escalators ($ in thousands):

Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Lease payments based on fixed escalators$57,200 $53,394 $169,675 $172,767 
Lease payments based on variable escalators1,830 1,224 5,879 2,452 
Straight-line rent, net of write-offs1,040 2,476 6,011 (11,360)
Escrow funds received from tenants for property operating expenses2,908 2,358 8,738 7,553 
Amortization and write-off of lease incentives(723)(58)(1,798)(7,477)
Rental income$62,255 $59,394 $188,505 $163,935