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Real Estate
9 Months Ended
Sep. 30, 2021
Real Estate [Abstract]  
Real Estate Disclosure [Text Block]
Note 3. Real Estate Properties and Investments

During the nine months ended September 30, 2021, we completed the following real estate acquisitions as described below ($ in thousands):

OperatorDatePropertiesAsset ClassLandBuilding and ImprovementsTotal
Vizion HealthQ2 20211HOSP$1,470 $38,780 $40,250 
Navion Senior SolutionsQ2 20211SHO531 6,069 6,600 
$2,001 $44,849 $46,850 
Vizion Health

In May 2021, we acquired a 64-bed specialty behavioral hospital located in Oklahoma for a total purchase price of $40.3 million, including $0.3 million in closing costs, and concurrently leased the hospital to an affiliate of Vizion Health. The 15-year master lease, which includes two five-year extension options, has an initial lease rate of 8.5% with fixed annual escalators of 2.5%. We have committed to additional funding of capital improvements for the hospital of up to $2.0 million which will be added to the lease base as funded. At September 30, 2021, no funds have been drawn.

Navion Senior Solutions

In June 2021, we acquired a 48-unit assisted living and memory care community in Tennessee for a purchase price of $6.6 million, including closing costs of $0.1 million. The community was added to an existing master lease with Navion Senior Solutions (“Navion”) whose term was reset for 12 years, has a lease rate of 7.5% with fixed annual escalators of 2.5% and offers two optional extensions of five years each.

Asset Dispositions

During the nine months ended September 30, 2021, we completed the following real estate dispositions as described below ($ in thousands):
OperatorDatePropertiesAsset ClassNet ProceedsNet Real Estate Investment
Other1
Gain/(Impairment)2
BickfordQ2 20216SHO$39,924 $34,485 $1,871 $3,568 $3,568 
Community Health SystemsQ2 20211MOB3,887 946 62 2,879 
TrustPoint HospitalQ3 20211HOSP31,215 21,018 1,562 8,635 
HolidayQ3 20218SHO114,133 113,611 (1,360)1,882 
Quorum HealthQ3 20211HOSP8,314 9,568 — (1,254)
Senior Living ManagementQ3 20211SHO12,847 3,212 210 9,425 
HolidayQ3 20211SHO5,666 10,388 (81)(4,641)
$215,986 $193,228 $2,264 $20,494 
1 includes straight-line rent and deferred lease intangibles
2 impairment charges are included in “Loan and realty losses (gains)” in our Condensed Consolidated Income Statement as of September 30, 2021

Bickford

During the second quarter of 2021, we sold to affiliates of Bickford a portfolio of six properties that were being leased to Bickford for a purchase price of $52.9 million. We received approximately $39.9 million in cash consideration upon sale and originated a second mortgage note receivable for the remaining purchase price of $13.0 million. A gain was not recognized related to the $13.0 million second mortgage note receivable, which is discussed in more detail in Note 4. We recorded a gain upon completion of this transaction totaling approximately $3.6 million representing the excess of the $39.9 million cash consideration received over the net book value of the assets sold of $34.5 million and the write off of straight-line rents receivable of approximately $1.9 million. Rental income from this portfolio was $1.6 million and $4.5 million for the nine months ended September 30, 2021 and 2020, respectively.

Upon completion of the sale, Bickford satisfied the terms of our prior agreement that contingently waived $2.1 million in rental income for the third quarter of 2020. These properties were part of our ongoing negotiations for the sale to Bickford of nine properties being leased to Bickford. We continue to explore our options for the remaining three properties, which could include a sale to a third party, re-tenanting, or retaining the existing lease with Bickford. Reference Note 7 for discussion of additional contingent consideration associated with this disposition that was not included in the transaction price at the time of closing.

Community Health Systems

During the second quarter of 2021, we sold a medical office building located in Florida for approximately $4.3 million in cash consideration, and incurred $0.4 million of transaction costs, resulting in a gain of approximately $2.9 million. Revenue for this property was $0.1 million and $0.3 million for the nine months ended September 30, 2021 and 2020, respectively.
TrustPoint Hospital

In July 2021, we sold a behavioral hospital located in Tennessee for cash consideration of $31.2 million and recorded a gain of approximately $8.6 million. Rental income was $0.1 million and $1.4 million, for the three and nine months ended September 30, 2021, respectively, and $0.7 million and $2.0 million for the three and nine months ended September 30, 2020, respectively.

Holiday

In August 2021, we sold a portfolio of eight properties that was leased to Holiday with an aggregate net book value of $113.6 million for total cash consideration of $115.0 million, and incurred transaction costs of $0.9 million, and recognized a gain of approximately $1.9 million associated with this transaction. Rental income was $0.9 million and $5.9 million, for the three and nine months ended September 30, 2021, respectively, and $2.5 million and $7.5 million for the three and nine months ended September 30, 2020, respectively.

In September 2021, we sold a property that was leased to Holiday located in Indiana with a net book value of $10.4 million for total cash consideration of $5.8 million, incurred transactions costs of $0.1 million, and recognized an impairment of approximately $4.6 million associated with this transaction. Rental income was $0.1 million and $0.4 million, for the three and nine months ended September 30, 2021, respectively and $0.2 million and $0.5 million for the three and nine months ended September 30, 2020, respectively.

Quorum Health

In September 2021, we sold an acute care hospital located in Kentucky for cash consideration of $9.0 million, incurred $0.7 million of transaction costs, and recorded an impairment charge of approximately $1.3 million. Rental income was $0.7 million and $2.5 million, for the three and nine months ended September 30, 2021, respectively, and $0.9 million and $2.3 million, for the three and nine months ended September 30, 2020, respectively.

Senior Living Management

On September 30 2021, we sold a senior living community located in Florida for cash consideration of $14.0 million that was received October 1, 2021, incurred transaction costs of $1.2 million and recorded a gain of approximately $9.4 million. Rental income was $0.3 million and $0.8 million, for the three and nine months ended September 30, 2021, respectively, and $0.3 million and $1.0 million for the three and nine months ended September 30, 2020, respectively. The consideration receivable for the sale is included in “Other assets” in our Condensed Consolidated Balance Sheet as of September 30, 2021.

Assets Held for Sale and Impairment of Real Estate

During the third quarter of 2021, we reclassified three transition properties to assets held for sale on our Condensed Consolidated Balance Sheet as of September 30, 2021 and recorded impairment charges of approximately $16.6 million to reduce their net book values to estimated fair values less estimated transaction costs. Two of the properties are located in Texas and one property is located in Tennessee. Rental income for these properties was based on operating income, net of management fees, and did not generate significant revenues for either the nine months ended September 30, 2021 or the nine months ended September 30, 2020.

As discussed above, we recognized real estate impairment charges of approximately $5.9 million during the three and nine months ended September 30, 2021, related to the disposition of one Holiday property located in Indiana and an acute care hospital located in Kentucky.

Tenant Concentration

The following table contains information regarding tenant concentration in our portfolio, excluding $2.6 million for our corporate office and a credit loss reserve balance of $5.1 million, based on the percentage of revenues for the nine months ended September 30, 2021 and 2020, related to tenants or affiliates of tenants, that exceed 10% of total revenue ($ in thousands):
as of September 30, 2021
Revenues1
AssetNumber ofRealNotesNine Months Ended September 30,
ClassPropertiesEstateReceivable20212020
Senior Living CommunitiesEFC10$573,631 $42,609 $38,094 17%$38,972 15%
National HealthCare Corporation (NHC)SNF42171,188 — 28,290 12%28,362 11%
Bickford Senior LivingALF42490,308 38,751 26,224 11%39,142 16%
HolidayILF17377,735 — 22,811 10%30,529 12%
All others, net2
Various1,406,251 208,387 106,110 46%107,377 43%
Escrow funds received from tenants
 for property operating expensesVarious— — 7,519 4%7,190 3%
$3,019,113 $289,747 $229,048 $251,572 
1 includes interest income on notes receivable
2 includes prior period amounts for disposals or transitioned to new operators

At September 30, 2021, the two states in which we had an investment concentration of 10% or more were South Carolina (11.1%) and Texas (10.1%).

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

Tenant Purchase Options

Certain of our leases contain purchase options allowing tenants to acquire the leased properties. At September 30, 2021, we had a net investment of $18.8 million in five real estate properties which are subject to exercisable tenant purchase options. Tenant purchase options on 10 properties in which we had an aggregate net investment of $90.5 million at September 30, 2021, become exercisable between 2025 and 2028. Rental income from all leased properties with tenant purchase options was $3.4 million and $10.3 million for the three and nine months ended September 30, 2021, respectively, and $3.4 million and $10.0 million for the three and nine months ended September 30, 2020, respectively.

In June 2021, we received notification of a tenant’s intention to acquire, pursuant to a purchase option, a hospital located in California. The purchase option calls for a minimum purchase price of $15.0 million with any appreciation above $15.0 million to be split evenly between the parties. The net investment at September 30, 2021 was $9.5 million. Rental income was $0.5 million and $1.4 million, for both the three and nine months ended September 30, 2021 and 2020, respectively. The transaction will close no earlier than one year after the receipt of the notice of exercise.

We cannot reasonably estimate at this time the probability that any other 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.

Tenant Transitioning

Nine properties were transitioned during 2019 to five new tenants following a period of non-compliance by the former operators. We recognized rental income from these nine properties of $0.7 million and $2.4 million for the three and nine months ended September 30, 2021, respectively, and $0.9 million and $3.7 million for the three and nine months ended September 30, 2020, respectively. Three of the properties were reclassified to assets held for sale on our Condensed Consolidated Balance Sheet as of September 30, 2021, as noted above.

Future Minimum Base Rent

Future minimum lease payments to be received by us under our operating leases at September 30, 2021, are as follows ($ in thousands):
Remainder of 2021$68,151 
2022271,682 
2023267,619 
2024263,266 
2025264,666 
2026268,736 
Thereafter1,102,245 
$2,506,365 

Variable Lease Payments

Most of our existing leases contain annual escalators in rent payments. For financial statement purposes, rental income is recognized on a straight-line basis over the term of the lease where the lease contains fixed escalators. Some of our leases contain escalators that are determined annually based on a variable index or other factor that is indeterminable at the inception of the lease. The table below indicates the revenue recognized as a result of fixed and variable lease escalators ($ in thousands):
Three Months EndedNine Months Ended
September 30,September 30,
2021202020212020
Lease payments based on fixed escalators, net of deferrals$59,027 $67,592 $188,008 $206,179 
Lease payments based on variable escalators1,288 1,386 3,201 4,151 
Straight-line rent income3,798 5,086 12,189 15,481 
Escrow funds received from tenants for property operating expenses3,182 4,007 7,519 7,190 
Amortization of lease incentives(252)(250)(774)(735)
Rental income$67,043 $77,821 $210,143 $232,266