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Commitments and Contingencies
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies  
Commitments and Contingencies

11. Commitments and Contingencies

As part of an acquisition in 2011, we committed to provide a contingent payment if certain operational thresholds were met. The contingent payment was recorded at fair value, which was estimated using a discounted cash flow analysis, and we accreted the contingent liability to the settlement amount as of the estimated payment date. The fair value of such contingent liability was re‑evaluated on a quarterly basis based on changes in estimates of future operating results and changes in market discount rates. During 2013, we paid $7,000,000 related to this contingent liability. Accordingly, we had no remaining contingent liability under this agreement as of December 31, 2013. During 2013 and 2012, we recorded non-cash interest expense of $256,000 and $439,000, respectively, related to this contingent liability.

During 2014, we acquired a 48-unit assisted living property located in Colorado and added the property to an existing master lease. Under the amended master lease agreement, we committed to provide two contingent payments totaling up to $4,000,000 payable in increments of $2,000,000 upon the property achieving a sustainable stipulated rent coverage ratio. We estimated the fair value of the contingent payment using a discounted cash flow analysis. This fair value measurement is based on significant input not observable in the market and thus represents a Level 3 measurement. These contingent payments were recorded at the date of the acquisition and master lease amendment in the amount of $3,240,000 and we are accreting the contingent liability up to the estimated settlement amount as of the estimated payment date. The fair value of these contingent liabilities will be evaluated on a quarterly basis based on changes in estimates of future operating results and changes in market discount rates. During 2014, we recorded non‑cash interest expense of $18,000 related to this contingent liabilities and the fair value of these contingent payments was $3,258,000 at December 31, 2014. See Note 6. Real Estate Investments for further discussion of the acquisition and master lease terms.

At December 31, 2014, we had outstanding commitments totaling $29,951,000 to develop, re‑develop, renovate or expand senior housing and long term care properties. As of December 31, 2014, we have funded $13,429,000 under these commitments and we have a remaining commitment of $16,522,000. In January 2015, we funded $731,000 under these investment commitments. Accordingly, we have a remaining commitment of $15,791,000. Additionally, in January 2015, we committed to an existing operator under an amended master lease $600,000 for capital improvements at a  196-bed skilled nursing property in Texas.  See Note 6. Real Estate Investments for further discussion of these commitments.

In February 2015, we funded $7,195,000 under a $12,179,000 development commitment to purchase and complete the development of a 56-unit memory care property currently under construction in Texas. In conjunction with this commitment, we entered into a master lease agreement which provides us a right to provide similar financing for certain future development opportunities and provides the operator lease inducement payments for each development commitment.  In February 2015, we elected to exercise our right to provide financing for one such opportunity, adding to the master lease a parcel of land purchased in South Carolina for $2,490,000 coupled with our commitment to provide the operator with up to $16,535,000, including the land purchase, for the development of an 89-unit combination assisted living and memory care property. See Note 6. Real Estate Investments for further discussion of this master lease.

As of December 31, 2014, we had invested $3,337,000 under a $12,000,000 capital improvements commitment to Prestige under a mortgage loan and invested an additional $770,000 under this capital improvement commitment in January 2015.  Also, in January 2015, we amended this mortgage loan to provide an additional $20,000,000 commitment for redevelopment projects at two of the properties securing the loan increasing the total capital improvement commitment to $32,000,000. As a result, we have a remaining capital improvement commitment of $27,893,000.  Additionally, under certain conditions and based on certain operating metrics and valuation thresholds achieved and sustained within the initial twelve years of the term, the loan provides for additional commitment up to $40,000,000 of additional proceeds (not to exceed $10,000,000 in any twelve month period). Since these conditions have not been met, no funding has been made under this additional $40,000,000 loan commitment. In January 2015, we originated an $11,000,000 mortgage loan with this borrower. Concurrent with the loan origination, we funded $9,500,000 under this loan and have a remaining commitment of $1,500,000.   See Note 6. Real Estate Investments for further discussion of these mortgage loans.

At December 31, 2014, we committed to provide $3,788,000 in loans and line of credit agreements. As of December 31, 2014, we had funded $1,442,000 under these commitments and we have a remaining commitment of $2,346,000.  In January 2015, we funded $500,000 under these loans and line of credit agreements. Also, in January 2015, we committed to fund a working capital loan of $500,000 to an existing operator. Accordingly, we have commitments of $4,288,000 and a remaining commitment of $2,346,000.  See Note 7. Notes Receivables for further discussion of these commitments.

We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principals and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims.