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Investment Activity
6 Months Ended
Jun. 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 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 pandemic-related 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%.

Asset Dispositions

During the six months ended June 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 — 
$49,148 $36,905 $12,401 $(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 (gains)” in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2023.
3 Total impairment charges previously recognized on these properties were $13.3 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
June 30, 2023December 31, 2022
Number of properties513
Real estate, net$13,167$43,302
Rental income associated with assets held for sale totaled $0.6 million and $1.6 million for the three and six months ended June 30, 2023, respectively, and $0.4 million and $1.1 million for the three and six months ended June 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 and six months ended June 30, 2023, we recorded impairment charges of approximately $0.1 million on two properties and approximately $0.5 million on three properties, respectively, which were sold or classified as held for sale related to our Real Estate Investments portfolio. The impairment charges are included in “Loan and realty losses (gains)” 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).

Third Quarter 2023 Dispositions

During the third quarter of 2023, we sold one ALF located in Oregon for approximately $2.9 million in cash consideration, net of transaction costs. The property was classified in assets held for sale on the Condensed Consolidated Balance Sheet as of June 30, 2023 with an aggregate book value of $2.3 million. Prior impairment charges recognized on the property totaled $3.1 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 six months ended June 30, 2023 and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.0 million and $341.0 million in assets for the SHOP segment ($ in thousands):

as of June 30, 2023
Revenues1
Asset Gross RealNotesSix Months Ended June 30,
ClassEstateReceivable20232022
Senior Living Communities, LLC (“Senior Living”)EFC$573,631 $48,950 $25,658 16%$25,549 19%
Bickford2
ALF430,217 16,875 19,977 12%N/AN/A
National HealthCare Corporation (“NHC”)SNF133,770 — 18,983 12%18,597 14%
Holiday Retirement3
ILF— — N/AN/A16,680 13%
All others, netVarious1,292,606 173,044 66,323 41%53,214 41%
Escrow funds received from tenants
 for property operating expensesVarious— — 5,830 4%5,195 4%
$2,430,224 $238,869 136,771 119,235 
Resident fees and services4
23,493 15%11,992 9%
$160,264 $131,227 
1 Includes interest income on notes receivable and rental income from properties classified as held for sale.
2 Revenues are included in “All others”, net since they are less than 10% for the six months ended June 30, 2022.
3 Revenues for the six months ended June 30, 2022 include an $8.8 million lease deposit recognized in the first quarter of 2022 and $6.9 million in escrow cash received in the second quarter of 2022.
4 There is no tenant concentration in resident fees and services because these agreements are with individual residents.

At June 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 June 30, 2023, we leased ten retirement communities to Senior Living. We recognized straight-line rent revenue of $(0.6) million and $0.2 million from Senior Living for six months ended June 30, 2023 and 2022, respectively.

NHC

As of June 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 $(0.6) million was recognized for NHC for the six months ended June 30, 2023. For the six months ended June 30, 2022, NHC rent escalations were based primarily on a percentage increase in revenue over a base year that did not give rise to non-cash, straight-line rental income.

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

Bickford

As of June 30, 2023, we leased 39 facilities under four leases to Bickford. 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” on the Condensed Consolidated Balance Sheet, to rental income in the second quarter of 2022.

During the three and six months ended June 30, 2023, Bickford repaid $0.4 million and $0.6 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 June 30, 2023, Bickford’s outstanding pandemic-related deferrals were $19.8 million.

Cash Basis Operators

Cash rent received from Bickford for the three and six months ended June 30, 2023 was $8.1 million and $15.9 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 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 $2.3 million and $6.5 million for the three and six months ended June 30, 2023, respectively.

Tenant Purchase Options

Certain of our leases contain purchase options allowing tenants to acquire the leased properties. At June 30, 2023, we had tenant purchase options on three properties with an aggregate net investment of $59.2 million that will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million and $3.6 million for the three and six months ended June 30, 2023, respectively, and $1.7 million and $3.5 million for the three and six months ended June 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 June 30, 2023, are as follows ($ in thousands):
Remainder of 2023$112,857 
2024236,575 
2025240,463 
2026246,996 
2027201,486 
2028195,894 
Thereafter658,406 
$1,892,677 

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 revenue recognized as a result of fixed and variable lease escalators ($ in thousands):

Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Lease payments based on fixed escalators$53,538 $58,648 $112,827 $118,115 
Lease payments based on variable escalators2,103 1,258 3,696 2,486 
Straight-line rent income, net of write-offs2,875 (14,915)4,972 (13,836)
Escrow funds received from tenants for property operating expenses3,212 2,157 5,830 5,195 
Amortization and write-off of lease incentives(776)(7,166)(1,075)(7,419)
Rental income$60,952 $39,982 $126,250 $104,541