Assets and Associated Liabilities Held For Sale and Discontinued Operations | 5. Assets and Associated Liabilities Held For Sale and Discontinued Operations As of March 31, 2019, as part of executing on Possible Strategic Alternatives, the Company had committed to a plan to sell a total of 70 properties, including: (1) six skilled nursing facilities located in Arkansas (“Perennial Communities”); (2) a portfolio of 53 MOBs, five post-acute care facilities and five acute care hospitals located across the U.S. (collectively, the “MOB/Healthcare Portfolio”); and (3) a post-acute care property located in Colorado (“ Welbrook Senior Living Grand Junction”). As such, the Company has classified the 70 properties as held for sale. In December 2018, the Company entered into the MOB Sale Agreement related to the 55 property MOB Sale for a gross price of $1.25 billion, subject to certain pro-rations and other adjustments as described in the MOB Sale Agreement. As of March 31, 2019, approximately $76 million had been placed by the buyer in escrow, which is non-refundable, except for a seller breach or default under the MOB Sale Agreement, and will be applied to the purchase price at closing. The parties anticipate that the closing of the MOB Sale will occur in the second quarter of 2019, subject to customary closing conditions, governmental and other third-party consents. There can be no assurance that the closing conditions will be satisfied or that the MOB Sale will be consummated. The net sales proceeds are expected to exceed the net carrying value of the 55 properties comprising the MOB Sale. In March 2019, the Company entered into the IRF Sale Agreement related to the IRF Sale, consisting of four properties within the MOB/Healthcare Portfolio, for a gross sales price of $94 million, subject to certain pro-rations and other adjustments as described in the IRF Sale Agreement. The Company completed the IRF Sale in April 2019; refer to Note 14. “Subsequent Events” for additional information. As of March 31, 2019, the 70 properties classified as assets held for sale and the liabilities associated with those assets held for sale consisted of the following (in thousands): As of March 31, 2019 MOB/Healthcare Portfolio Other Total Real estate investment properties, net $ 952,987 $ 51,339 $ 1,004,326 Real estate under development 3,539 — 3,539 Intangibles, net 71,295 800 72,095 Deferred rent and lease incentives 38,415 6,568 44,983 Other assets 11,954 490 12,444 Operating lease assets, net 11,525 — 11,525 Restricted cash 2,166 145 2,311 Assets held for sale, net $ 1,091,881 $ 59,342 $ 1,151,223 Mortgages and other notes payable, net $ 491,254 $ 8,117 $ 499,371 Credit facilities 233,002 32,595 265,597 Other liabilities 10,890 634 11,524 Accounts payable and accrued liabilities 11,058 6 11,064 Operating lease liabilities 3,357 — 3,357 Liabilities associated with assets held for sale $ 749,561 $ 41,352 $ 790,913 5. Assets and Associated Liabilities Held For Sale and Discontinued Operations (continued) As of December 31, 2018, the 70 properties classified as assets held for sale and the liabilities associated with those assets held for sale consisted of the following (in thousands): As of December 31, 2018 MOB/Healthcare Portfolio Other Total Real estate held for sale, net $ 952,656 $ 51,339 $ 1,003,995 Real estate under development 3,490 — 3,490 Intangibles, net 82,417 800 83,217 Deferred rent and lease incentives 36,562 6,501 43,063 Other assets 11,425 182 11,607 Restricted cash 2,013 260 2,273 Assets held for sale, net $ 1,088,563 $ 59,082 $ 1,147,645 Mortgages and other notes payable, net $ 492,701 $ 8,097 $ 500,798 Credit facilities 212,731 34,778 247,509 Other liabilities 16,653 634 17,287 Accounts payable and accrued liabilities 8,425 — 8,425 Liabilities associated with assets held for sale $ 730,510 $ 43,509 $ 774,019 The Company classified the revenues and expenses related to the Company’s MOB/Healthcare Portfolio, which consists of 63 properties, as discontinued operations in the accompanying condensed consolidated statements of operations, as it believes the sale of these properties represents a strategic shift in the Company’s operations. The following table is a summary of the Company’s loss from discontinued operations for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Revenues: Rental income and related revenues $ 29,596 $ 28,266 Operating expenses: Property operating expenses 6,862 7,611 General and administrative expenses 293 308 Asset management fees 2,996 3,031 Property management fees 758 1,077 Depreciation and amortization — 10,681 Total operating expenses 10,909 22,708 Operating income 18,687 5,558 Other income (expense): Interest and other income 9 104 Interest expense and loan cost amortization (8,202 ) (7,822 ) Total other expense (8,193 ) (7,718 ) Income (loss) before income taxes 10,494 (2,160 ) Income tax expense (20 ) (18 ) Income (loss) from discontinued operations $ 10,474 $ (2,178 ) |