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Real Estate Investments | 12 Months Ended
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Dec. 31, 2013
Real Estate Investments |
Real Estate Investments | 6. Real Estate Investments Any reference to the number of properties, number of schools, number of units, number of beds, and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm's audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. Owned Properties. The following table summarizes our investment in owned properties at December 31, 2013(dollar amounts in thousands):
|  |  |  |  |  |  |  | Number of |  |  |
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|  |  |  |  |  |  |  | Average Investment per Bed/Unit |
Type of Property |  | Gross Investments |  | Percentage of Investments |  | Number of Properties(1) |  | SNF Beds |  | ALF Units |
Skilled Nursing |  | $ | 458,759 |  |  | 48.9 | % |  | 68 |  |  | 8,264 |  |  | — |  | $ | 55.51 |
Assisted Living |  |  | 399,912 |  |  | 42.7 | % |  | 98 |  |  | — |  |  | 4,641 |  | $ | 86.17 |
Range of Care |  |  | 43,907 |  |  | 4.7 | % |  | 8 |  |  | 634 |  |  | 274 |  | $ | 48.36 |
Under Development(2) |  |  | 21,432 |  |  | 2.3 | % |  | — |  |  | — |  |  | — |  |  | — |
Other(3) |  |  | 13,607 |  |  | 1.4 | % |  | 2 |  |  | — |  |  | — |  |  | — |
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Totals |  | $ | 937,617 |  |  | 100.0 | % |  | 176 |  |  | 8,898 |  |  | 4,915 |  |  |  |
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(1) We have investments in 27 states leased to 33 different operators. (2) Includes three MC developments with a total of 168 units, a combination ALF and MC development with a total of 81 units, and a SNF development with 143 beds. (3) Includes two schools properties and four parcels of land held-for-use. Owned properties are leased pursuant to non-cancelable operating leases generally with an initial term of 10 to 15 years. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Many of the leases contain renewal options. The leases provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year that are generally computed in one of four ways depending on specific provisions of each lease: (i) a specified annual increase over the prior year's rent, generally between 2.0% and 3.0%; (ii) a calculation based on the Consumer Price Index; (iii) as a percentage of facility net patient revenues in excess of base amounts or (iv) specific dollar increases. We received no contingent rent income for the year ended December 31, 2013. Contingent rent income for the years ended December 31, 2012 and 2011 was not significant in relation to contractual base rent income. The following table summarizes our acquisitions during 2013 (dollar amounts in thousands):
Type of Property |  | Purchase Price |  | Transaction Costs |  | Total Acquisition Costs |  | Number of Properties |  | Number of Beds/Units |
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Skilled Nursing(1) |  | $ | 14,402 |  | $ | 58 |  | $ | 14,460 |  |  | 1 |  |  | 120 |
Land(2) |  |  | 4,638 |  |  | — |  |  | 4,638 |  |  | — |  |  | — |
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Totals |  | $ | 19,040 |  | $ | 58 |  | $ | 19,098 |  |  | 1 |  |  | 120 |
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(1) A skilled nursing property located in Florida which was added to a master lease at an incremental initial cash yield of 8.75%. (2) We purchased three vacant parcels of land in Colorado for a total of $3,475 under a pipeline agreement whereby we have the opportunity to finance any senior housing development project or acquisition originated by an operator through May 2018 (unless earlier terminated as provided for therein). The land was added to an existing master lease and we entered into development commitments in an amount not to exceed $30,256 to fund the construction of three memory care properties, two with 60 units and the other with 48 units. We also purchased four parcels of land held-for-use in Michigan for $1,163. During the twelve months ended December 31, 2013, one of our lessees exercised its option to purchase six skilled nursing properties located in Ohio with a total of 230 beds for an all cash purchase price of $11,000,000. As a result, we recorded a $2,619,000 gain on sale. Also, during 2013, we sold a 47-bed skilled nursing property in Colorado for $1,000 and recognized a loss of $1,014,000 on the sale. During the twelve months ended December 31, 2013, we completed the following construction projects:
Completed Date |  | Type of Property |  | Number of Beds/Units |  | State |  | Completed Date |  | 2013 Funding |  | Total Funding |
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Jul 2013 |  | Assisted Living(1) |  |  | 60 |  |  | Colorado |  |  | Jul 2013 |  | $ | 4,316 |  | $ | 9,850 |
Jul 2013 |  | Skilled Nursing(2) |  |  | 120 |  |  | Texas |  |  | Jul 2013 |  |  | 5,065 |  |  | 8,635 |
Oct 2013 |  | Assisted Living(3) |  |  | 77 |  |  | Kansas |  |  | Oct 2013 |  |  | 8,081 |  |  | 9,675 | (3)
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|  | Totals |  |  | 257 |  |  |  |  |  |  |  | $ | 17,462 |  | $ | 28,160 |
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(1) This new property is a Memory Care property. The funded amount includes acquired land of $1,882. (2) This new property replaces a skilled nursing property in our existing portfolio. (3) The funded amount includes acquired land of $730. We have a commitment to provide, under certain conditions, up to $5,000,000 per year through December 2014 to an existing operator for expansion of the 37 properties they lease from us. The estimated yield of this commitment is 9.5% plus the positive difference, if any, between the average yields on the U.S. Treasury 10-year note for the five days prior to funding, minus 420 basis points. As of December 31, 2013, no funds have been requested under this commitment. Excluding the $5,000,000 per year commitment above, the following table summarizes our investment commitments as of December 31, 2013 and year to date funding on our development, redevelopment, renovation, and expansion projects (excludes capitalized interest, dollar amounts in thousands):
Type of Property |  | Investment Commitment |  | 2013 Funding(2) |  | Commitment Funded |  | Remaining Commitment |  | Number of Properties |  | Number of Beds/Units |
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Skilled Nursing |  | $ | 29,650 |  | $ | 7,221 |  | $ | 12,757 |  | $ | 16,893 |  |  | 6 |  |  | 640 |
Assisted Living(1) |  |  | 50,656 |  |  | 9,614 |  |  | 10,661 |  |  | 39,995 |  |  | 7 |  |  | 385 |
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Totals |  | $ | 80,306 |  | $ | 16,835 | (3) | $ | 23,418 |  | $ | 56,888 | (3) |  | 13 |  |  | 1,025 |
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(1) Includes the development of three memory care properties for a total of $30,256, one assisted living and memory care combination property for a total of $5,800, and the expansion of three assisted living properties for a total $14,600. (2) Excludes funding for completed construction projects shown above and $260 of capital improvement on three completed projects with no remaining commitments. It also includes $6 funded under the commitment as marketing expense, $3,475 of land acquired for development and the reclass of three pre-development loans with a total balance of $479. See Item 7. Notes Receivable for further discussion of the pre-development loans. (3) In January 2014, we funded $8,828 under investment commitments. Accordingly, we have a remaining commitment of $48,060. Our construction in progress (or CIP) activity during the year ended December 31, 2013 for our development, redevelopment, renovation, and expansion projects is as follows (dollar amounts in thousands):
Properties |  | Projects |  | CIP Balance at 12/31/2012 |  | Funded(1) |  | Capitalized Interest |  | Conversions out of CIP |  | CIP Balance at 12/31/2013 |
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Development projects: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Assisted living |  |  | 6 |  | $ | 4,669 |  | $ | 18,584 |  | $ | 510 |  | $ | (17,429 | ) | $ | 6,334 |
Skilled nursing |  |  | 1 |  |  | 31 |  |  | 5,551 |  |  | 311 |  |  | — |  |  | 5,893 |
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Subtotal |  |  | 7 |  |  | 4,700 |  |  | 24,135 |  |  | 821 |  |  | (17,429 | ) |  | 12,227 |
Redevelopment, renovation and expansion projects: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other |  |  | 1 |  |  | 6 |  |  | 117 |  |  | — |  |  | (123 | ) |  | — |
Assisted living |  |  | 4 |  |  | 66 |  |  | 21 |  |  | — |  |  | (79 | ) |  | 8 |
Skilled nursing |  |  | 5 |  |  | 3,516 |  |  | 6,730 |  |  | 111 |  |  | (7,924 | ) |  | 2,433 |
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Subtotal |  |  | 10 |  |  | 3,588 |  |  | 6,868 |  |  | 111 |  |  | (8,126 | ) |  | 2,441 |
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Total |  |  | 17 |  | $ | 8,288 |  | $ | 31,003 |  | $ | 932 |  | $ | (25,555 | ) | $ | 14,668 |
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(1) Excludes $73 of capital improvement commitment funding which was capitalized directly into building and improvements and includes the reclass of three pre-development loans with a total balance of $479. See Item 7. Notes Receivable for further discussion of the pre-development loans. The following table summarizes our acquisitions during 2012 (dollar amounts in thousands):
Type of Property |  | Purchase Price |  | Transaction Costs |  | Total Acquisition Costs |  | Number of Properties |  | Number of Beds/Units |
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Skilled Nursing(1) |  | $ | 79,100 |  | $ | 275 |  | $ | 79,375 |  |  | 4 |  |  | 522 |
Assisted Living(2) |  |  | 81,987 |  |  | 285 |  |  | 82,272 |  |  | 5 |  |  | 266 |
Land(3) |  |  | 5,663 |  |  | 207 |  |  | 5,870 |  |  | — |  |  | — |
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Totals |  | $ | 166,750 |  | $ | 767 |  | $ | 167,517 |  |  | 9 |  |  | 788 |
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(1) Includes two skilled nursing properties with a total of 234 beds located in Texas and two skilled nursing properties with a total of 288 beds located in Ohio. (2) Includes two properties with a total of 100 units located in Colorado and three properties with a total of 166 units located in New Jersey. (3) We purchased four vacant parcels of land in the following states: Colorado, Kansas, Kentucky and Texas. Simultaneous with the purchase, we entered into lease agreements and development commitments in an amount not to exceed $49,702 to fund the construction of a memory care property with 60 units and two assisted living properties with a total of 158 units and one skilled nursing property with 143 beds. During the year ended December 31, 2012, we sold a 140-bed skilled nursing property located in Texas for $1,248,000 and recognized a gain, net of selling expenses, of $16,000. This property was leased under a master lease and the economic terms of this master lease did not change as a result of this sale. The following table summarizes our acquisitions during 2011 (dollar amounts in thousands):
Type of Property |  | Purchase Price |  | Transaction Costs |  | Total Acquisition Costs |  | Number of Properties |  | Number of Beds/Units |
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Skilled Nursing(1)(2) |  | $ | 93,841 |  | $ | 330 |  | $ | 94,171 |  |  | 7 |  |  | 1,016 |
Range of Care(3) |  |  | 11,450 |  |  | 34 |  |  | 11,484 |  |  | 2 |  |  | 211 |
Land(4) |  |  | 844 |  |  | 11 |  |  | 855 |  |  | — |  |  | — |
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Totals |  | $ | 106,135 |  | $ | 375 |  | $ | 106,510 |  |  | 9 |  |  | 1,227 |
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(1) Includes two skilled nursing properties with a total of 336 beds located in Texas for $25,500 and a 156-bed skilled nursing property located in California for $17,500. (2) We purchased four skilled nursing properties with 524-beds in Texas for $50,841 which consists of $41,000 in cash at closing with the remainder in the form of contingent earn-out payments. The contingent earn-out payment arrangements require us to pay two earn-out payments totaling up to $11,000 upon the properties achieving a sustainable stipulated rent coverage ratio. During 2013 and 2011, we paid $7,000 and $4,000, respectively, related to the contingent earn-out payment. See Note 11. Commitments and Contingencies for further discussion on the contingent earn-out. (3) We purchased two senior housing properties located in South Carolina with 118 skilled nursing beds, 40 assisted living units and 53 independent living units for $11,450. (4) We acquired a vacant parcel of land in Texas for the purpose of building a replacement skilled nursing property for a purchase price of $844. Depreciation expense on buildings and improvements, including properties classified as held-for-sale, was $24,568,000, $22,002,000, and $19,487,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the four assisted living properties being transitioned to a new lessee, as previously discussed in Note 2. Summary of Significant Accounting Policies, and assuming the Extendicare and ALC master leases are not re-leased at maturity in December 2014, as previously discussed in Note 3. Major Operators, and excluding the effects of straight-line rent and extension options are as follows (in thousands):
|  | Annual Cash Rent |
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2014 |  | $ | 97,132 |
2015 |  |  | 85,132 |
2016 |  |  | 85,393 |
2017 |  |  | 84,688 |
2018 |  |  | 81,028 |
Thereafter |  |  | 374,524 |
Set forth in the table below are the components of the income from discontinued operations (in thousands):
|  | For the year ended December 31, |
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|  | 2013 |  | 2012 |  | 2011 |
Rental income |  | $ | 1,123 |  | $ | 1,551 |  | $ | 1,547 |
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Total revenues |  |  | 1,123 |  |  | 1,551 |  |  | 1,547 |
Depreciation and amortization |  |  | (317 | ) |  | (540 | ) |  | (712 | )
General and administrative expenses |  |  | (1 | ) |  | (6 | ) |  | (12 | )
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Total expenses |  |  | (318 | ) |  | (546 | ) |  | (724 | )
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Income from discontinued operations |  | $ | 805 |  | $ | 1,005 |  | $ | 823 |
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Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at December 31, 2013(dollar amounts in thousands):
|  |  |  |  |  |  |  |  |  | Number of |  |  |
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Type of Property |  | Gross Investments |  | Percentage of Investments |  | Number of Loans |  | Number of Properties(1) |  | SNF Beds |  | ALF Units |  | Investment per Bed/Unit |
Skilled Nursing(2) |  | $ | 152,401 |  |  | 91.2 | % |  | 16 |  |  | 32 |  |  | 3,953 |  |  | — |  | $ | 38.55 |
Assisted Living |  |  | 12,112 |  |  | 7.2 | % |  | 3 |  |  | 8 |  |  | — |  |  | 211 |  | $ | 57.40 |
Range of Care |  |  | 2,602 |  |  | 1.6 | % |  | 1 |  |  | 1 |  |  | 99 |  |  | 74 |  | $ | 15.04 |
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Totals |  | $ | 167,115 |  |  | 100.0 | % |  | 20 |  |  | 41 |  |  | 4,052 |  |  | 285 |  |  |  |
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(1) We have investments in 9 states that include mortgages to 12 different operators. (2) Includes a mortgage and construction loan secured by a currently operating skilled nursing property and parcel of land upon which a 106-bed replacement property is being constructed. At December 31, 2013, the mortgage loans had interest rates ranging from 7.0% to 13.6% and maturities ranging from 2014 to 2043. In addition, some loans contain certain guarantees, provide for certain facility fees and generally have 20-year to 30-year amortization schedules. The majority of the mortgage loans provide for annual increases in the interest rate based upon a specified increase of 10 to 25 basis points. During the year ended December 31, 2013, we funded a $124,387,000 mortgage loan with a third-party operator, Prestige Healthcare, secured by 15 skilled nursing properties with a total of 2,092 beds in Michigan. The loan is for a term of 30 years and bears interest at 9.53% for five years, escalating annually thereafter by 2.25%. Payments are interest-only for three years, after which the borrower will make interest payments along with annual principal payments of $1,000,000. The loan agreement provides for additional forward commitments of $12,000,000 for capital improvements at 9.41% for the first twelve months. Beginning in the thirteenth month, the interest will be the greater of 7.25% plus the positive difference, if any, between the average yields on the U.S. Treasury 10-year note for the twenty days prior to funding or 9.0% with annual escalations of 2.25%. The loan agreement also provides, under certain conditions and based on certain operating metrics and valuation thresholds achieved and sustained within the first twelve years of the term, for additional loan proceeds of up to $40,000,000 with such proceeds limited to $10,000,000 per twelve months. The term for the additional loan proceeds will be at the greater of 7.25% plus the positive difference, if any, between the average yields on the U.S. Treasury 10-year note for the twenty days prior to funding or 9.0% with annual escalations of 2.25%. The borrower has a one-time option between the third and twelfth years to prepay up to 50% of the then outstanding loan balance without penalty. Exclusively for the purposes of this option, the properties collateralizing the loan have been separated by us into two pools of assets. If and when the option is exercised, we will identify which of the two pools we will release for prepayment and removal from portfolio of properties securing the loan. If the prepayment option is exercised and timely concluded, the borrower forfeits its opportunity to access any additional loan proceeds. Additionally, under certain circumstances, including a change in regulatory environment, we have the option to purchase the properties. During the twelve months ended December 31, 2013 and 2012, we funded $4,971,000 and $2,619,000, respectively, under a $10,600,000 mortgage and construction loan that originated during 2012. This loan is secured by a currently operating skilled nursing property and a vacant parcel of land upon which a 106-bed replacement facility is being constructed. The term is 10 years and the interest rate is the greater of 7.25% plus the positive difference, if any, between the average yields on the U.S. Treasury 10-year note for the twenty days prior to funding, but no less than 9.25% with annual escalations of 0.25%.The agreement gives us the right to purchase the replacement facility for $13,500,000 during an 18 month period beginning on the first anniversary of the issuance of the certificate of occupancy. If the purchase option is exercised, the replacement facility will be added to an existing master lease at a lease rate equivalent to the interest rate in effect on the loan at the time the purchase option is exercised. As of December 31, 2013, we have a remaining commitment of $3,010,000 under this loan. During the year ended 2012, we also originated a $5,100,000 two-year interest-only bridge loan. The loan is secured by a 70-unit assisted living property in Pennsylvania and bears interest at 7.0% increasing annually by 1.5%. At December 31, 2013 and 2012 the carrying values of the mortgage loans were $165,444,000 and $39,299,000, respectively. Scheduled principal payments on mortgage loan receivables are as follows (in thousands):
|  | Scheduled Principal |
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2014 |  | $ | 14,244 |
2015 |  |  | 4,272 |
2016 |  |  | 2,695 |
2017 |  |  | 7,118 |
2018 |  |  | 8,233 |
Thereafter |  |  | 130,553 |
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Total |  | $ | 167,115 |
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During the twelve months ended December 31, 2013, 2012 and 2011, we received $1,933,000, $2,572,000, and $3,136,000, respectively in regularly scheduled principal payments. During the year ended December 31, 2012, we received $19,061,000 plus accrued interest related to the early payoff of eleven mortgage loans secured by four skilled nursing properties and seven assisted living properties. During the year ended December 31, 2011, we received $2,831,000 plus accrued interest related to the payoff of four mortgage loans secured by one assisted living property and seven skilled nursing properties.

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- Definition The entire disclosure for real estate owned (as defined). Generally, the largest component of real estate owned by lenders is assets taken in settlement of troubled loans through surrender or foreclosure. Real estate investments, real estate loans that qualify as investments in real estate, and premises that are no longer used in operations may also be included in real estate owned. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 11 -Article 9 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=28367877&loc=d3e4437-111522 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 35 -Paragraph 43 -URI http://asc.fasb.org/extlink&oid=29634951&loc=d3e1739-110224 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.10(4)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 28 -Article 12 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph c -Subparagraph Schedule III -Article 5 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 40 -Section 40 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6905009&loc=d3e18511-111553 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 40 -Section 40 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6905009&loc=d3e18551-111553 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 10 -Subparagraph 4 -Article 9 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 35 -Paragraph 17 -URI http://asc.fasb.org/extlink&oid=29634951&loc=d3e1424-110224 + Details
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