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Investment Activity | 12 Months Ended
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Dec. 31, 2024
Real Estate [Abstract] |
Investment Activity | Investment Activity Asset Acquisition 2024 Acquisitions and New Leases of Real Estate During the year ended December 31, 2024, we completed the following real estate acquisitions within our Real Estate Investments segment ($ in thousands):
Operator |  | Date |  | Properties |  | Asset Class |  | Land |  | Building and Improvements |  | Total
Encore Senior Living |  | Q2 2024 |  | 1 |  | ALF |  | $ | 1,329 |  |  | $ | 30,721 |  |  | $ | 32,050 |
Spring Arbor |  | Q4 2024 |  | 10 |  | ALF |  | 10,284 |  |  | 111,038 |  |  | 121,322 |
William James Group, LLC |  | Q4 2024 |  | 1 |  | ALF |  | 452 |  |  | 6,488 |  |  | 6,940 |
|  |  |  |  |  |  |  | $ | 12,065 |  |  | $ | 148,247 |  |  | $ | 160,312 |
In June 2024, we acquired a 110-unit ALF located in Sussex, Wisconsin, from Encore Senior Living. The acquisition price was $32.1 million, including $0.1 million in closing costs, and the cancellation of an outstanding construction note receivable held by us of $22.2 million including interest. We added the facility to an existing master lease with Encore Senior Living for a term of 15 years at an initial lease rate of 8.25% and annual escalators of 2.21%. In October 2024, we acquired a portfolio of ten assisted living and memory care communities located in North Carolina for a total purchase price of $121.0 million, excluding $0.3 million in closing costs. The 15-year master lease, which includes two five-year extension options, has an initial lease rate of 8.25% with fixed annual escalators of 2%. The master lease includes a $10.0 million lease incentive which will be added to the respective lease base if funded. In December 2024, we acquired an assisted living and memory care community located in Georgia for a total purchase price of $6.9 million, including $0.1 million in closing costs. We added the facility to an existing 10-year master lease, which includes two five-year extension options, at an initial lease rate of 8.5% with fixed annual escalators of 2%. 2023 Acquisitions and New Leases of Real Estate During the year ended December 31, 2023, we completed the following real estate acquisitions within our Real Estate Investments segment ($ in thousands):
Operator |  | Date |  | Properties |  | Asset Class |  | Land |  | Building and Improvements |  | Total
Silverado Senior Living |  | Q1 2023 |  | 2 |  | ALF |  | $ | 3,894 |  |  | $ | 33,599 |  |  | $ | 37,493 |
Bickford |  | Q1 2023 |  | 1 |  | ALF |  | 1,746 |  |  | 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 assisted living and memory care community 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 rent deferrals that has been recognized in “Rental income.” We added the community to an existing master lease with Bickford at an initial rate of 8.0%. 2025 Acquisitions and New Leases of Real Estate In January 2025, we acquired a 109-unit assisted living and memory care community in Montrose, Colorado. The acquisition price was $21.2 million, including $0.2 million in closing cost. The 10-year lease, which includes two five-year extension options, has an initial lease rate of 8.0% with fixed annual escalators of 2%. Asset Dispositions 2024 Asset Dispositions During the year ended December 31, 2024, we completed the following real estate property dispositions within our Real Estate Investments segment ($ in thousands):
Operator |  | Date |  | Properties |  | Asset Class |  | Net Proceeds |  | Net Real Estate Investment |  | Gain |  |
Senior Living Management |  | Q2 2024 |  | 2 |  | ALF |  | $ | 4,658 |  |  | $ | 3,240 |  |  | $ | 1,418 |  |  |
Bickford Senior Living 1 |  | Q4 2024 |  | 1 |  | ALF |  | 790 |  |  | 665 |  |  | 125 |  |  |
Senior Living Management 2 |  | Q4 2024 |  | 1 |  | ALF |  | 9,731 |  |  | 5,004 |  |  | 4,727 |  |  |
|  |  |  | 4 |  |  |  | $ | 15,179 |  |  | $ | 8,909 |  |  | $ | 6,270 |  |  |
1 Total aggregate impairment charges previously recognized on the property was $0.7 million and $1.2 million for the years ended December 31, 2024 and 2023, respectively. 2 The Company provided aggregate financing of approximately $9.4 million, net of discounts, on the transaction in the form of notes receivable, which is included in net proceeds. Total rental income related to the disposed properties was $1.3 million, $2.6 million and $1.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. 2023 Asset Dispositions During the year ended December 31, 2023, we completed the following real estate property dispositions within our Real Estate Investments segment ($ in thousands):
Operator |  | Date |  | Properties |  | Asset Class |  | Net Proceeds |  | Net Real Estate Investment |  | Gain |  | Impairment 1
BAKA Enterprises, LLC 2 |  | Q1 2023 |  | 1 |  | ALF |  | $ | 7,478 |  |  | $ | 7,505 |  |  | $ | — |  |  | $ | 27 |
Bickford |  | Q1 2023 |  | 1 |  | ALF |  | 2,553 |  |  | 1,421 |  |  | 1,132 |  |  | — |
Chancellor Health Care 2 |  | Q2 2023 |  | 1 |  | ALF |  | 2,355 |  |  | 1,977 |  |  | 378 |  |  | — |
Milestone Retirement 2,3 |  | Q2 2023 |  | 2 |  | ALF |  | 3,803 |  |  | 3,934 |  |  | — |  |  | 131 |
Chancellor Health Care 3 |  | Q2 2023 |  | 1 |  | ALF |  | 7,633 |  |  | 6,140 |  |  | 1,493 |  |  | — |
Milestone Retirement 2,3 |  | Q2 2023 |  | 1 |  | ALF |  | 1,602 |  |  | 1,452 |  |  | 150 |  |  | — |
Chancellor Health Care |  | Q2 2023 |  | 1 |  | ALF |  | 23,724 |  |  | 14,476 |  |  | 9,248 |  |  | — |
Chancellor Health Care 2 |  | Q3 2023 |  | 1 |  | ALF |  | 2,923 |  |  | 2,292 |  |  | 631 |  |  | — |
Senior Living Management 3 |  | Q4 2023 |  | 2 |  | ALF |  | 5,522 |  |  | 4,770 |  |  | 752 |  |  | — |
Senior Living Management 2 |  | Q4 2023 |  | 1 |  | ALF |  | 1,515 |  |  | 1,100 |  |  | 415 |  |  | — |
|  |  |  | 12 |  |  |  | $ | 59,108 |  |  | $ | 45,067 |  |  | $ | 14,199 |  |  | $ | 158 |
1 Impairments are included in “Loan and realty losses, net” in the Consolidated Statement of Income for the year ended December 31, 2023. 2 Total aggregate impairment charges previously recognized on these properties were $0.3 million and $17.4 million for the years ended December 31, 2023 and 2022, respectively. 3 The Company provided aggregate financing of approximately $2.2 million, net of discounts, on these transactions in the form of notes receivable, which is included net proceeds. Total rental income related to the disposed properties was $3.3 million and $0.7 million for years ended December 31, 2023 and 2022, respectively. Assets Held for Sale and Long-Lived Assets At December 31, 2023, we classified one property in our Real Estate Investments segment as assets held for sale on our Consolidated Balance Sheet that was sold in the fourth quarter of 2024. Rental income associated with the assets held for sale as of December 31, 2023 totaled $0.9 million, $1.7 million and $0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. During the year ended December 31, 2024, we recorded impairment charges of approximately $0.7 million for one property that was sold in the fourth quarter of 2024 in our Real Estate Investments segment. Du ring the year ended December 31, 2023, we recorded impairment charges of approximately $1.6 million for four properties of which $0.5 million related to three properties either sold or classified as assets held for sale in our Real Estate Investments segm ent. Impairment charges are included in “Loan and realty losses, net” in the 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 assets held for sale, to the 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 broker quotes of estimated values (Level 3 inputs), and/or independent third-party valuations (Level 1 and 3 inputs). We lease an SLC that is subject to an outstanding purchase and sale agreement for the tenant to acquire the property for approximately $38.5 million. The purchase and sale agreement, as amended, expires in June 2025. The property continues to be classified as held and used and is leased pursuant to the existing triple-net lease that generates approximately $2.8 million in annual rent and expires in July 2027. The property will be reclassified to assets held for sale when the sale becomes probable, including when the tenant demonstrates its ability to obtain sufficient financing to close on the sale of the property within the terms of the purchase and sale agreement. The property had a net investment of $19.1 million as of December 31, 2024. Tenant Concentration The following table contains information regarding tenant concentration in our Real Estate Investments segment, excluding $2.6 million for our corporate office, $358.4 million for the SHOP segment, and a credit loss reserve of $20.2 million, based on the percentage of revenues for the years ended December 31, 2024, 2023 and 2022 related to tenants or affiliates of tenants, that exceed 10% of total revenue ($ in thousands):
| As of December 31, 2024 |  | Revenues 1
| Asset |  | Gross Real |  | Notes |  | Year Ended December 31,
| Class |  | Estate |  | Receivable |  | 2024 |  |  | 2023 |  |  | 2022 |
Senior Living Communities | EFC |  | $ | 577,243 |  |  | $ | 43,916 |  |  | $ | 53,570 |  | 16% |  | $ | 51,274 |  | 16% |  | $ | 51,183 |  | 18%
Bickford 2 | ALF |  | 428,068 |  |  | 16,072 |  |  | 41,720 |  | 12% |  | 38,688 |  | 12% |  | N/A | N/A
National HealthCare Corporation | SNF |  | 133,770 |  |  | — |  |  | 40,016 |  | 12% |  | 37,335 |  | 12% |  | 36,893 |  | 13%
All others, net | Various |  | 1,453,506 |  |  | 229,187 |  |  | 134,289 |  | 41% |  | 132,216 |  | 41% |  | 144,534 |  | 52%
Escrow funds received from tenants |  |  |  |  |  |  |  |  |  |  |  |  |  |
for property operating expenses | Various |  | — |  |  | — |  |  | 11,165 |  | 3% |  | 11,513 |  | 4% |  | 9,788 |  | 4%
|  |  | $ | 2,592,587 |  |  | $ | 289,175 |  |  | 280,760 |  |  |  | 271,026 |  |  |  | 242,398 |  |
Resident fees and services 3 |  |  |  |  |  |  | 54,421 |  | 16% |  | 48,809 |  | 15% |  | 35,796 |  | 13%
|  |  |  |  |  |  | $ | 335,181 |  |  |  | $ | 319,835 |  |  |  | $ | 278,194 |  |
1 Includes interest income on notes receivable and rental income from properties classified as assets held for sale. 2 Revenues included in All others, net for years when less than 10%. 3 There is no tenant concentration in “Resident fees and services” because these agreements are with individual residents. At December 31, 2024, the two states in which we had an investment concentration of 10% or more were South Carolina (11.6%) and Texas (10.1%). As of December 31, 2023, the two states in which we had an investment concentration of 10% or more were also South Carolina (12.1%) and Texas (10.7%). Senior Living Communities As of December 31, 2024, we leased ten retirement communities totaling 2,232 units to Senior Living Communities, LLC (“Senior Living”). In 2024, the Senior Living leases were amended to extend the maturity dates by two years and to provide up to $10.0 million of capital improvements on various properties. Rental revenue will increase at a lease rate of 8.5% applied to the amount expended. We recognized straight-line lease revenue of $(0.2) million, $(1.2) million and $0.4 million from Senior Living for the years ended December 31, 2024, 2023 and 2022, respectively. Bickford As of December 31, 2024, we leased 38 facilities to Bickford under four leases. Bickford has been on the cash basis of revenue recognition since the second quarter of 2022 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 Consolidated Balance Sheet, to rental income in 2022. Effective April 1, 2024, the combined rent for the Bickford leased portfolio was reset to $34.5 million per year with nominal increases through April 1, 2026, at which time the rent will be reset to a fair market value based on the Consumer Price Index (“CPI”). Base rent will escalate annually thereafter based on either a fixed percentage or CPI subject to a floor of 2% and a ceiling of 3%. As part of the related lease amendments, we agreed to fund up to $8.0 million of capital improvements on various properties. Rental revenue will increase at a lease rate of 8.0% applied to the amount expended. During the years ended December 31, 2024, 2023 and 2022, Bickford repaid $5.1 million $2.3 million and $0.2 million of its outstanding rent deferrals, respectively. These amounts exclude $2.5 million and $3.0 million of rental income for the years ended December 31, 2023 and 2022, respectively, related to the reduction of rent deferrals in connection with the acquisition of two ALFs located in Virginia from Bickford through notes receivables conversions. As of December 31, 2024, Bickford’s outstanding rent deferrals were $12.9 million. In November 2024, we disposed of one ALF located in Indiana from the Bickford portfolio that is included in the “2024 Asset Dispositions” table above. During 2022, we transferred one ALF located in Pennsylvania from the Bickford portfolio to a new operator that is leased pursuant to a ten-year triple-net lease and wrote off approximately $0.7 million in a straight-line rents receivable, reducing rental income. National HealthCare Corporation (“NHC”) As of December 31, 2024, we leased three ILFs and 32 SNFs to NHC, a publicly held company, under a master lease (four of which were subleased to other parties for whom the lease payments were guaranteed to us by NHC) that expires on December 31, 2026. There are two five-year renewal options at a fair rental value as negotiated between the parties. In addition to the base rent, NHC pays any additional rent and percentage rent as required by the master lease. Under the terms of the master lease, the base annual rent escalates by 4% of the increase, if any, in each facility’s annual revenue over a base year and is referred to as “percentage rent.”. The following table summarizes the percentage rent income from NHC ($ in thousands):
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Current year | $ | 5,518 |  |  | $ | 3,862 |  |  | $ | 3,332 |
Prior year final certification 1 | 1,656 |  |  | 630 |  |  | (206) |
Total percentage rent income | $ | 7,174 |  |  | $ | 4,492 |  |  | $ | 3,126 |
1 For purposes of the percentage rent calculation described in the master lease agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year. One of the members of our Board of Directors is also a member of NHC’s board of directors. Our former chairperson, Mr. W. Andrew Adams, was also a director of NHC. Mr. W. Andrew Adams retired from our Board of Directors effective December 31, 2024. As of December 31, 2024, NHC owned 1,630,642 shares of our common stock. Cash Basis Operators We had three tenants on the cash basis of accounting for revenue recognition for their leasing arrangements based on our assessment of each tenant’s ability to satisfy its contractual obligations as of December 31, 2024. Cash rents received from these tenants for the years ended December 31, 2024, 2023 and 2022 were as follows ($ in thousands):
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Bickford 1,2 | $ | 38,971 |  |  | $ | 33,352 |  |  | $ | 27,650 |
All others 3 | 11,010 |  |  | 12,444 |  |  | 7,681 |
Total cash rent received from cash basis operators | $ | 49,981 |  |  | $ | 45,796 |  |  | $ | 35,331 |
1 Excludes $2.5 million and $3.0 million of rental income related to the reduction of rent deferrals recognized in connection with the acquisition of two ALFs located in Virginia from Bickford for the years ended December 31, 2023 and 2022, respectively. 2 Excludes the impact of write-offs of $18.1 million in total straight-line rents receivable and $7.1 million of lease incentives during the year ended December 31, 2022. 3 Excludes the impact of write-offs of $9.0 million in total straight-line rents receivable during the year ended December 31, 2022. Included in rental income are amounts received from prior rent deferrals granted to cash basis tenants totaling $9.0 million, $2.8 million and $0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Senior Living Management In 2022, we converted four properties leased to Senior Living Management (“SLM”) to the cash basis of accounting. In late September 2024, SLM notified us that ongoing liquidity constraints raised doubts about SLM’s ability to sustain its operations and pay its contractual rent and interest obligations prospectively. In the fourth quarter of 2024, one property was transitioned to a new operator under a new lease agreement, as previously planned, one property classified as assets held for sale in 2023 was sold, and the remaining two leased properties with a net book value of $6.8 million as of December 31, 2024, were transitioned pursuant to interim management agreements and subsequently transitioned to the interim manager pursuant to a new triple-net lease in January 2025. Total cash rent received from SLM recognized for the years ended December 31, 2024, 2023 and 2022 was $2.7 million, $5.4 million and $3.7 million, respectively. Reference Note 4 for further discussion on the two non-performing notes receivable from SLM. Other Portfolio Activity Tenant Transitions In addition to the ALF previously leased to SLM that was transitioned as discussed above, we transitioned an SNF in Wisconsin and an ALF in Alabama to new operators in 2024. We wrote off to “Rental income” the straight-line rents receivable of approximately $1.6 million associated with two of the terminated leases. Tenant Purchase Options Certain of our leases contain purchase options allowing tenants to acquire the leased properties at a fixed base price plus a specified share in any appreciation, fixed base price, or a fixed minimum internal rate of return on our investment. At December 31, 2024, tenants had purchase options on four properties with an aggregate net investment of $77.2 million that will become exercisable between 2027 and 2031. Rental income from these properties with tenant purchase options was $8.8 million, $7.2 million and $7.0 million for the years ended December 31, 2024, 2023 and 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. Lease Costs As of December 31, 2024, we are a lessee under a ground lease related to an ALF located in Ohio. For the years ended December 31, 2024, 2023 and 2022, the expense associated with this operating lease was $0.1 million and is included within “General and administrative expense” on the Consolidated Statements of Income. Future minimum lease payments are approximately $0.1 million annually for 2025 through 2029 with cumulative payments of $2.1 million thereafter reflecting an aggregate of $1.2 million of imputed interest. At December 31, 2024, the discount rate for this lease approximated 4.7%. Supplemental balance sheet information related to the lease is as follows ($ in thousands):
|  | As of December 31,
|  | 2024 |  | 2023
Buildings and improvements - right of use asset |  | $ | 1,524 |  |  | $ | 1,562 |
Accounts payable and accrued expenses - lease liability |  | $ | 1,685 |  |  | $ | 1,705 |
Rent Concessions During 2022 we granted approximately $9.3 million in rent concessions to tenants whose operations were adversely affected by COVID-19. These concessions were accounted for as variable lease payments, reducing rental income. Bickford accounted for $4.0 million of the concessions. There were no rent concessions accounted for as variable lease payments granted for the years ended December 31, 2024 or 2023. Future Minimum Lease Payments Future minimum lease payments to be received by us under our operating leases, including cash basis tenants, at December 31, 2024 are as follows ($ in thousands):
Year Ending December 31, | Amount
2025 | $ | 247,712 |
2026 | 254,499 |
2027 | 208,589 |
2028 | 203,933 |
2029 | 194,283 |
Thereafter | 845,337 |
| $ | 1,954,353 |
Variable Lease Payments Most of our 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):
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Lease payments based on fixed escalators | $ | 234,672 |  |  | $ | 225,565 |  |  | $ | 226,873 |
Lease payments based on variable escalators | 11,074 |  |  | 7,709 |  |  | 5,275 |
Straight-line rent income, net of write-offs | 3,031 |  |  | 6,961 |  |  | (16,681) |
Escrow funds received from tenants for property operating expenses | 11,165 |  |  | 11,513 |  |  | 9,788 |
Amortization and write-off of lease incentives | (2,893) |  |  | (2,521) |  |  | (7,555) |
Rental income | $ | 257,049 |  |  | $ | 249,227 |  |  | $ | 217,700 |

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- Definition The entire disclosure for certain real estate investment financial statements, real estate investment trust operating support agreements, real estate owned, retail land sales, time share transactions, as well as other real estate related disclosures. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 974 -SubTopic 720 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477728/974-720-50-1 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 976 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/976/tableOfContent Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 978 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/978/tableOfContent Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 970 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/970/tableOfContent Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 972 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/972/tableOfContent Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 974 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/974/tableOfContent + Details
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