Real Estate and Lending Activities | 3. Real Estate and Lending Activities Acquisitions We acquired the following assets (in thousands): Three Months 2017 2016 Assets Acquired Land $ 1,081 $ — Building 7,050 — Intangible 873 — Total assets acquired $ 9,004 $ — The purchase price allocations attributable to this first quarter 2017 acquisition are preliminary. When all relevant information is obtained, resulting changes, if any, to our provisional purchase price allocation will be retrospectively adjusted to reflect new information obtained about the facts and circumstances that existed as of the respective acquisition dates that, if known, would have affected the measurement of the amounts recognized as of those dates. On January 30, 2017, we acquired an inpatient rehabilitation hospital in Germany for €8.4 million. This acquisition was the final property to close as part of the six hospital portfolio that we agreed to buy in September 2016 for an aggregate amount of €44.1 million. This property is leased to affiliates of Median Kliniken S.à r.l. (“MEDIAN”) pursuant to the existing long-term master lease agreement reached with MEDIAN in 2015. Development Activities During the 2017 first quarter, we completed construction on the following facilities: • Adeptus Health, Inc. (“Adeptus Health”) – We completed two acute care facilities for this tenant and began recording rental income in the quarter. These facilities are leased pursuant to an existing long-term master lease. • IMED Group (“IMED”) – Our general acute facility located in Valencia, Spain opened on March 31, 2017, and is being leased to IMED pursuant to a long-term master lease. Our ownership in this facility is effected through a joint venture between us and clients of AXA Real Estate, in which we own a 50% interest. Our share of the aggregate purchase and development cost of this facility is approximately €21 million. See table below for a status update on our current development projects (in thousands): Operator Commitment Costs Estimated Adeptus Health $ 12,220 $ 7,939 2Q 2017 Ernest 28,067 5,231 4Q 2017 Adeptus Health 7,804 1,771 1Q 2018 $ 48,091 $ 14,941 Disposals On March 31, 2017, we sold the EASTAR Health System real estate located in Muskogee, Oklahoma, which was leased to RCCH Healthcare Partners (“RCCH”). Total proceeds from this transaction were approximately $64 million resulting in a gain of $7.4 million, partially offset by a $0.6 million non-cash write-off Leasing Operations All of our leases are accounted for as operating leases, except we are accounting for 15 Ernest facilities and 10 Prime Healthcare Services, Inc. (“Prime”) facilities as direct financing leases (“DFLs”). The components of our net investment in DFLs consisted of the following (in thousands): As of March 31, As of December 31, Minimum lease payments receivable $ 2,192,020 $ 2,207,625 Estimated residual values 407,647 407,647 Less: Unearned income (1,949,279 ) (1,967,170 ) Net investment in direct financing leases $ 650,388 $ 648,102 Adeptus Health On March 2, 2017, Adeptus Health, currently our sixth largest tenant, advised in a filing with the SEC that it would be delayed in the filing of its Annual Report on Form 10-K We expect to sell or re-lease to other operators the 13 Texas facilities during transition periods ending in the fourth quarter of 2018. During the transition periods, Adeptus Health is obligated to pay contractual rent until the earlier of (a) transition to a new operator is complete or (b) an agreed future date. The agreed future date for approximately 60 percent of the facilities is one year following bankruptcy exit and the remainder have agreed future dates of 90 days post-bankruptcy exit. As noted above, our New Orleans free standing emergency facilities (with a total budgeted investment of up to approximately $24.5 million) have been re-leased 15-year two-year non-cash write-off Adeptus Health is current on its rent obligations to us through May 2017. In addition, we currently hold letters of credit approximating $12.4 million to cover defaults in rent payments. These letters of credit would cover approximately four months of rent. At March 31, 2017, our investment in Adeptus Health facilities represents less than 6% of our total gross assets. We believe this investment is fully recoverable at March 31, 2017; however, no assurances can be made that we will not have any impairment charges related to this investment in the future. Loans The following is a summary of our loans (in thousands): As of As of Mortgage loans $ 1,060,397 $ 1,060,400 Acquisition loans 120,766 121,464 Working capital and other loans 33,266 34,257 $ 1,214,429 $ 1,216,121 Our non-mortgage Concentrations of Credit Risk Our revenue concentration for the three months ended March 31, 2017 as compared to the prior year is as follows (dollars in thousands): Revenue by Operator For the Three Months Ended March 31, 2017 2016 Operators Total Percentage of Total Percentage of Prime $ 31,511 20.1 % $ 28,897 21.4 % Steward 26,584 17.0 % — — MEDIAN 23,450 15.0 % 23,510 17.4 % Ernest 17,520 11.2 % 16,406 12.2 % RCCH 9,306 6.0 % 21,477 15.9 % Other operators 48,026 30.7 % 44,709 33.1 % Total $ 156,397 100.0 % $ 134,999 100.0 % Revenue by U.S. State and Country For the Three Months Ended March 31, 2017 2016 U.S. States and Other Countries Total Percentage of Total Percentage of Massachusetts $ 26,584 17.0 % $ — — Texas 24,737 15.8 % 24,472 18.1 % California 16,565 10.6 % 16,597 12.3 % New Jersey 10,943 7.0 % 8,612 6.4 % Arizona 7,332 4.7 % 5,797 4.3 % All other states 43,056 27.5 % 54,906 40.7 % Total U.S. $ 129,217 82.6 % $ 110,384 81.8 % Germany $ 26,190 16.7 % $ 23,510 17.4 % United Kingdom, Italy, and Spain 990 0.7 % 1,105 0.8 % Total International $ 27,180 17.4 % $ 24,615 18.2 % Grand Total $ 156,397 100.0 % $ 134,999 100.0 % On a gross asset basis, which is total assets before accumulated depreciation/amortization and assumes all real estate binding commitments on new investments and unfunded amounts on development deals and commenced capital improvement projects are fully funded (see Notes 7 and 8 of Item 1 on this Form 10-Q), our concentration as of March 31, 2017 as compared to December 31, 2016 is as follows (dollars in thousands): Gross Assets by Operator As of March 31, 2017 As of December 31, 2016 Operators Total Percentage of Total Percentage of Steward (1) $ 1,551,292 20.8 % $ 1,250,000 17.5 % Prime 1,115,356 15.0 % 1,144,055 16.0 % MEDIAN 1,006,432 13.5 % 993,677 13.9 % Ernest 627,971 8.4 % 627,906 8.8 % RCCH 506,265 6.8 % 566,600 7.9 % Other operators 2,313,871 31.1 % 2,259,980 31.7 % Other assets 324,635 4.4 % 300,903 4.2 % Total $ 7,445,822 100.0 % $ 7,143,121 100.0 % (1) Includes $600 million of mortgage loans. Gross Assets by U.S. State and Country As of March 31, 2017 As of December 31, 2016 U.S. States and Other Countries Total Percentage of Total Percentage of Massachusetts $ 1,250,000 16.8 % $ 1,250,000 17.5 % Texas 893,749 12.0 % 947,443 13.3 % California 542,886 7.3 % 542,889 7.6 % New Jersey 416,490 5.6 % 447,436 6.3 % Arizona 331,833 4.5 % 331,834 4.6 % All other states 2,175,466 29.2 % 1,894,047 26.5 % Other domestic assets 284,070 3.8 % 264,215 3.7 % Total U.S. $ 5,894,494 79.2 % $ 5,677,864 79.5 % Germany $ 1,320,487 17.7 % $ 1,281,649 17.9 % United Kingdom, Italy, and Spain 190,276 2.5 % 146,920 2.1 % Other international assets 40,565 0.6 % 36,688 0.5 % Total International $ 1,551,328 20.8 % $ 1,465,257 20.5 % Grand Total $ 7,445,822 100.0 % $ 7,143,121 100.0 % On an individual property basis, we had no investment of any single property greater than 3.2% of our total gross assets as of March 31, 2017. |