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Real Estate Investments | 3 Months Ended
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Mar. 31, 2020
Real Estate Investments |
Real Estate Investments |
2. | Real Estate Investments
Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (collectively “ALF”). Any reference to the number of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. Owned Properties. Our 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 percentage increase over the prior year’s rent, generally between 2.0% and 2.5%; (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. Our leases that contain fixed annual rental escalations and/or have annual rental escalations that are contingent upon changes in the Consumer Price Index, are generally recognized on a straight-line basis over the minimum lease period. Certain leases have annual rental escalations that are contingent upon changes in the gross operating revenues of the property. This revenue is not recognized until the appropriate contingencies have been resolved. ​ The following table summarizes our investments in owned properties at March 31, 2020 (dollar amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Average |
​ | ​ | ​ | ​ | ​ | Percentage | ​ | Number | ​ | Number of | ​ | Investment |
​ | ​ | Gross | ​ | of | ​ | of | ​ | SNF | ​ | ALF | ​ | per |
Type of Property | ​ | Investment | ​ | Investment | ​ | Properties (1) | ​ | Beds | ​ | Units | ​ | Bed/Unit |
Assisted Living | ​ | $ | 876,319 | ​ | 60.9 | % | 107 | ​ | — | ​ | 6,164 | ​ | $ | 142.17 | ​
Skilled Nursing | ​ | ​ | 543,814 | ​ | 37.8 | % | 50 | ​ | 6,283 | ​ | 212 | ​ | $ | 83.73 | ​
Under Development (2) | ​ | ​ | 6,684 | ​ | 0.5 | % | — | ​ | — | ​ | — | ​ | ​ | — | ​
Other (3) | ​ | ​ | 11,360 | ​ | 0.8 | % | 1 | ​ | 118 | ​ | — | ​ | ​ | — | ​
Total | ​ | $ | 1,438,177 | ​ | 100.0 | % | 158 | ​ | 6,401 | ​ | 6,376 | ​ | ​ | ​ | ​
(1) | We own properties in 27 states that are leased to 29 different operators.
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(2) | Represents a 90-bed SNF development project located in Missouri.
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(3) | Includes three parcels of land held-for-use, and one behavioral health care hospital.
Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent receivable, amortization of lease incentives and renewal options are as follows (in thousands):
​ | ​ | ​ | ​ | ​
​ |  | Cash |
​ | ​ | Rent (1) |
2020 | ​ | $ | 101,584 | ​
2021 | ​ |  | 127,050 | ​
2022 | ​ |  | 128,250 | ​
2023 | ​ |  | 129,900 | ​
2024 | ​ |  | 126,374 | ​
Thereafter | ​ |  | 625,531 | ​
(1) | Represents contractual cash rent, except for Anthem Memory Care (“Anthem”) lease which is based on cash rent received. See below for more information.
Anthem operates 11 operational memory care communities under a master lease and was placed in default in 2017 resulting from Anthem’s partial payment of its minimum rent. However, we did not enforce our rights and remedies pertaining to the event of default, under the stipulation that Anthem achieves sufficient performance and pays agreed upon rent. We currently anticipate that Anthem will pay $9,900,000 of annual cash rent during 2020. However, COVID-19 may adversely impact Anthem’s operating cash flow and ability to pay rent. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Anthem and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. Preferred Care, Inc. (“Preferred Care”) and affiliated entities filed for Chapter 11 bankruptcy in 2017 as a result of a multi-million-dollar judgment in a lawsuit in Kentucky against Preferred Care and certain affiliated entities. Preferred Care leased 24 properties (“Properties”) under two master leases from us and the Preferred Care operating entities that sublease those Properties did not file for bankruptcy. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Preferred Care and determined it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. Preferred Care did not affirm our master leases and subsequently filed for Chapter 7 bankruptcy in 2019. The monthly contractual obligation under the master leases was approximately $1,000,000, however, during the third quarter of 2019, Preferred Care began paying only $55,000 of monthly rent. During the fourth quarter of 2019, we entered into multiple contracts to sell the Properties, all of which were completed during the first quarter of 2020. The combined net proceeds from the sales, including the 2019 transactions, was approximately $77,900,000 resulting in a total gain of approximately $44,000,000. The Properties had a combined net book value of $35,600,000. The 21 properties sold in the first quarter of 2020, which included 2,411 beds in Arizona, Colorado, Iowa, Kansas and Texas, were sold through multiple transactions and generated net proceeds of approximately $71,900,000. These 21 properties had a combined net book value of $29,100,000 and resulted in total gain on sale of $43,900,000 in the first quarter of 2020 which was recorded as Gain on sale of real estate, net in the consolidated statements of income and comprehensive income. Senior Care Centers, LLC and affiliates and subsidiaries (“Senior Care”) filed for Chapter 11 bankruptcy as a result of lease terminations from certain landlords and on-going operational challenges in December 2018. Senior Care did not pay us December 2018 rent and accordingly, in December 2018, we placed Senior Care on a cash basis. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balance related to Senior Care and determined it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. During 2019, we received a court ordered reimbursement from Senior Care for the December 2018 unpaid rent, late fees and legal costs totaling $1,596,000. In March 2020, Senior Care emerged from bankruptcy and affirmed our master lease. Senior Care is current on all its rent, real estate property tax escrow and maintenance deposits. The following table summarizes components of our rental income for the three months ended March 31, 2020 and 2019 (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Rental Income | ​ | ​ | 2020 | ​ | ​ | 2019 | ​
Base cash rental income | ​ | $ | 33,015 | ​ | $ | 33,914 | ​
Variable cash rental income | ​ | ​ | 4,282 | (1) | ​ | 4,485 | (1)
Straight-line rent | ​ | ​ | 839 | ​ | ​ | 1,238 | ​
Adjustment for collectibility of rental income | ​ | ​ | — | ​ | ​ | (1,926) | (2)
Amortization of lease incentives | ​ | ​ | (101) | ​ | ​ | (87) | ​
Total | ​ | $ | 38,035 | ​ | $ | 37,624 | ​
(1) | The variable rental income for the three months ended March 31, 2020, includes $60 related to contingent rental income and $4,222 related to our real estate taxes which were reimbursed by our operators. The variable rental income for the three months ended March 31, 2019 includes $150 related to contingent rental income and $4,335 related to our real estate taxes which were reimbursed by our operators. Per the provisions of ASC 842, any lessor cost, paid by the lessor and reimbursed by the lessee, must be included as a lease payment.
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(2) | During the first quarter of 2019, we terminated a lease agreement and transitioned two operating seniors housing communities under the lease agreement to a new operator. As a result of the lease termination, we wrote-off $1,926 straight-line rent receivable to contra-revenue in accordance with ASC 842.
​ Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements (dollar amount in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Type | ​ | Number | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | of | ​ | of | ​ | ​ | Gross | ​ | ​ | Carrying | ​ | Option | ​
State | ​ | Property | ​ | Properties | ​ | ​ | Investments | ​ | ​ | Value | ​ | Window | ​
California | ​ | ALF/MC | ​ | 2 | ​ | $ | 38,895 | ​ | $ | 36,307 | ​ | 2024-2029 | ​
California | ​ | ALF | ​ | 2 | ​ | ​ | 29,655 | ​ | ​ | 16,588 | ​ | 2021-TBD | (1)
Florida | ​ | MC | ​ | 1 | ​ | ​ | 14,201 | ​ | ​ | 12,670 | ​ | 2028-2029 | ​
Kentucky and Ohio | ​ | MC | ​ | 2 | ​ | ​ | 30,152 | ​ | ​ | 27,698 | ​ | 2028-2029 | ​
Texas | ​ | MC | ​ | 2 | ​ | ​ | 25,265 | ​ | ​ | 24,180 | ​ | 2025-2027 | ​
South Carolina | ​ | ALF/MC | ​ | 1 | ​ | ​ | 11,680 | ​ | ​ | 10,648 | ​ | 2028-2029 | ​
Total | ​ | ​ | ​ | ​ | ​ | $ | 149,848 | ​ | $ | 128,091 | ​ | ​ | ​
(1) | The option window ending date will be either 24 months or 48 months after the option window commences, based on certain contingencies.
On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, and on March 13, 2020, the United States declared a national emergency with regard to COVID-19. As required by ASC 842, we assess the collectibility of our lease payments through maturity on a quarterly basis. At March 31, 2020, in conjunction with the rising levels of uncertainty related to the adverse effects of COVID-19, we assessed the probability of collecting substantially all of our lease payments through maturity and concluded that we did not have sufficient information available to evaluate the impact of COVID-19 on the collectibility of our lease payments. The extent to which COVID-19 could impact our operators and the collectibility of our future lease payments will depend on the future developments including the financial impact significance and the duration of the pandemic. We will continue to evaluate the collectibility of our lease payments through maturity on a quarterly basis, including the financial impact of COVID-19. If we determine that we do not have the level of collectibility certainty required by ASC 842 related to certain operators, all or a portion of our straight-line rent receivable and other lease receivables will be written-off. In recognition of the unique conditions affecting our operators, we have agreed to rent deferrals for certain operators totaling $772,000 for April 2020, of which $137,000 was returned back to us. The $772,000 April rent deferrals represent approximately 7% of our April contractual rent. Acquisitions and Developments: The following table summarizes our acquisitions for the three months ended March 31, 2020 and 2019 (dollar amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total | ​ | Number | ​ | Number
​ | ​ | ​ | ​ | Purchase | ​ | Transaction | ​ | Acquisition | ​ | of | ​ | of
Year | ​ | Type of Property | ​ | Price | ​ | Costs (1) | ​ | Costs | ​ | Properties | ​ | Beds/Units
2020 | ​ | Skilled Nursing (2) | ​ | $ | 13,500 | ​ | $ | 81 | ​ | $ | 13,581 |  | 1 | ​ | 140
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2019 | ​ | Assisted Living (3) | ​ | $ | 16,719 | ​ | $ | 171 | ​ | $ | 16,890 | ​ | 1 | ​ | 74
(1) | Represents cost associated with our acquisitions; however, upon adoption of ASU 2017-01, our acquisitions meet the definition of an asset acquisition resulting in capitalization of transaction costs to the properties’ basis. For our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Transaction costs per our Consolidated Statements of Income and Comprehensive Income represents current and prior year transaction costs due to timing and terminated transactions.
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(2) | We acquired a SNF located in Texas.
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(3) | We entered into a joint venture (“JV”) (consolidated on our financial statements) to purchase an existing operational 74-unit ALF/MC community. The non-controlling partner contributed $919 of equity and we contributed $15,971 in cash. Our economic interest in the real estate JV is approximately 95%.
During the three months ended March 31, 2020 and 2019, we invested the following in development and improvement projects (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2020 | ​ | 2019
Type of Property | ​ | Developments | ​ | Improvements | ​ | Developments | ​ | Improvements | ​
Assisted Living Communities | ​ | $ | 2,386 | ​ | $ | 1,116 | ​ | $ | 4,507 | ​ | $ | 256 | ​
Skilled Nursing Centers | ​ | ​ | 2,468 | ​ | ​ | 3 | ​ | ​ | 2,450 | ​ | ​ | — | ​
Other | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3 | ​
Total | ​ | $ | 4,854 | ​ | $ | 1,119 | ​ | $ | 6,957 | ​ | $ | 259 | ​
Completed Developments. The following table summarizes our completed developments during the three months ended March 31, 2020 and 2019 (dollar amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Number | ​ | Type | ​ | Number | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | of | ​ | of | ​ | of | ​ | ​ | ​ | ​ | Total
Year | ​ | Type of Project | ​ | Properties | ​ | Property | ​ | Beds/Units | ​ | State | ​ | Investment
2020 | ​ | Development (1) | ​ | 1 | ​ | ALF/MC | ​ | 78 | ​ | Oregon | ​ | $ | 16,341
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2019 | ​ | Development | ​ | 1 | ​ | SNF | ​ | 143 | ​ | Kentucky | ​ | $ | 24,974
(1) | Certificate of occupancy was received in March 2020, however, due to the COVID-19 pandemic, we have consented to delay the opening of this community to a later date to be determined.
Properties Sold. The following table summarizes property sales during the three months ended March 31, 2020 and 2019 (dollar amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Type | ​ | Number | ​ | Number | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | of | ​ | of | ​ | of | ​ | ​ | Sales | ​ | ​ | Carrying | ​ | ​ | Net | ​
Year | ​ | State | ​ | Properties | ​ | Properties | ​ | Beds/Units | ​ | ​ | Price | ​ | ​ | Value | ​ | ​ | Gain | ​
2020 | ​ | Arizona | ​ | SNF | ​ | 1 | ​ | 194 | ​ | $ | 12,550 | ​ | $ | 2,229 | ​ | $ | 10,293 | ​
​ | ​ | Colorado | ​ | SNF | ​ | 3 | ​ | 275 | ​ | ​ | 15,000 | ​ | ​ | 4,271 | ​ | ​ | 10,365 | ​
​ | ​ | Iowa | ​ | SNF | (1) | 7 | ​ | 544 | ​ | ​ | 14,500 | ​ | ​ | 4,886 | ​ | ​ | 8,914 | ​
​ | ​ | Kansas | ​ | SNF | ​ | 3 | ​ | 250 | ​ | ​ | 9,750 | ​ | ​ | 7,438 | ​ | ​ | 1,994 | ​
​ | ​ | Texas | ​ | SNF | ​ | 7 | ​ | 1,148 | ​ | ​ | 23,000 | ​ | ​ | 10,260 | ​ | ​ | 12,288 | ​
Total 2020 (2) | ​ | ​ | ​ | ​ | ​ | 21 | (2) | 2,411 | (2) | $ | 74,800 | (2) | $ | 29,084 | (2) | $ | 43,854 | (2)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2019 | ​ | N/A | ​ | N/A | ​ | — | ​ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​
(
(1) | This transaction includes a holdback of $838 which is held in an interest-bearing account with an escrow holder on behalf of the buyer for potential specific losses. Using the expected value model per ASC Topic 606, Contracts with Customers, we estimated and recorded the holdback value of $471.
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(2) | Properties sold within the Preferred Care portfolio.
​ Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at March 31, 2020 (dollar amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Type | ​ | Percentage | ​ | Number of | ​ | Investment
​ | ​ | ​ | ​ | Gross | ​ | of | ​ | of | ​ | ​ | ​ | ​ | ​ | SNF | ​ | per
Interest Rate (1) | ​ | Maturity | ​ | Investment | ​ | Property | ​ | Investment | ​ | Loans (2) | ​ | Properties (3) | ​ | Beds | ​ | Bed/Unit
9.9% | ​ | 2043 | ​ | $ | 186,159 | ​ | SNF | ​ | 72.4 | % | 1 | ​ | 15 | ​ | 1,941 | ​ | $ | 95.91
9.2% | ​ | 2045 | ​ | ​ | 36,362 | ​ | SNF | ​ | 14.2 | % | 1 | ​ | 4 | ​ | 501 | ​ | $ | 72.58
9.4% | ​ | 2045 | ​ |  | 19,513 | ​ | SNF | ​ | 7.6 | % | 1 | ​ | 2 | ​ | 205 | ​ | $ | 95.19
9.6% | ​ | 2045 | ​ | ​ | 14,925 | ​ | SNF | ​ | 5.8 | % | 1 | ​ | 1 | ​ | 157 | ​ | $ | 95.06
Total | ​ | ​ | ​ | $ | 256,959 | ​ | ​ | ​ | 100.0 | % | 4 | ​ | 22 | ​ | 2,804 | ​ | $ | 91.64
(1) | The majority of the mortgage loans provide for annual increases in the interest rate after a certain time period based upon a specified increase of 2.25%.
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(2) | Some loans contain certain guarantees, provide for certain facility fees and the majority of the mortgage loans have a 30-year term.
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(3) | The properties securing these mortgage loans are located in one state and are operated by one operator.
The following table summarizes our mortgage loan activity for the three months ended March 31, 2020 and 2019 (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2020 | ​ | 2019 | ​
Originations and funding under mortgage loans receivable | ​ | $ | 366 | ​ | $ | 1,454 | ​
Scheduled principal payments received | ​ | ​ | (65) | ​ | ​ | (65) | ​
Mortgage loan premium amortization | ​ | ​ | (1) | ​ | ​ | — | ​
Provision for loan loss reserve | ​ | ​ | (3) | ​ | ​ | (14) | ​
Net increase in mortgage loans receivable | ​ | $ | 297 | ​ | $ | 1,375 | ​
​

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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/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=118952595&loc=d3e4437-111522 + Details
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