Real Estate and Lending Activities | 3. Real Estate and Lending Activities Acquisitions We acquired the following assets (in thousands): Three Months Ended March 31, 2018 2017 Assets Acquired Land $ — $ 1,230 Building — 6,901 Intangible lease assets — subject to amortization — 873 Total assets acquired $ — $ 9,004 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 2018 first quarter, we completed construction on Ernest Flagstaff. This $24 million inpatient rehabilitation facility located in Flagstaff, Arizona opened on March 1, 2018 and is being leased to Ernest pursuant to a stand-alone lease, with terms generally similar to the original master lease. See table below for a status update on our current development projects (in thousands): Property Commitment Costs Incurred as of March 31, 2018 Estimated Completion Date Circle Health (Birmingham, England) $ 45,211 $ 18,369 1Q 2019 Surgery Partners (Idaho Falls, Idaho) 113,468 16,753 1Q 2020 $ 158,679 $ 35,122 Disposals On March 1, 2018, we sold the real estate of St. Joseph Medical Center in Houston, Texas, for approximately $148 million to Steward Health Care System LLC (“Steward”). In return, we received a mortgage loan equal to the purchase price, with such loan secured by the underlying real estate. The mortgage loan has terms consistent with the other mortgage loans in the Steward portfolio. This transaction resulted in a gain of $1.5 million, offset by a $1.7 million non-cash charge to revenue to write-off related straight-line rent receivables on this property. 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 charge to revenue to write-off related straight-line rent receivables on this property. Leasing Operations At March 31, 2018, leases on 14 Ernest facilities, ten Prime Healthcare Services, Inc. (“Prime”) facilities, and two Alecto Healthcare Services LLC (“Alecto”) facilities are accounted for as direct financing leases (“DFLs”). The components of our net investment in DFLs consisted of the following (in thousands): As of March 31, 2018 As of December 31, 2017 Minimum lease payments receivable $ 2,223,869 $ 2,294,081 Estimated residual values 434,769 448,339 Less: Unearned income (1,972,614 ) (2,043,693 ) Net investment in direct financing leases $ 686,024 $ 698,727 On March 15, 2018, we entered into a new lease agreement of our long-term acute care facility in Boise, Idaho with a joint venture formed by Vibra Healthcare, LLC (“Vibra”) and Ernest. The new lease has an initial 15-year fixed term (ending March 2033) with three extension options of five years each. With this transaction, we incurred a non-cash charge of $1.5 million to write-off DFL unbilled interest associated with the previous lease to Ernest on this property. Adeptus Health As noted in previous filings, we have 16 properties that we plan to re-lease to a new operator or sell. These properties are being transitioned away from Adeptus Health in stages over a two year period as part of Adeptus Health’s confirmed plan of reorganization under Chapter 11 of the Bankruptcy Code. Rent is being paid by Adeptus Health during this transition period. On January 1, 2018 and April 1, 2018, Adeptus Health vacated and stopped making rent payments on five and three properties, respectively. As a result of the shortening of our lease term on these and eight other properties, we recorded $1.8 million to accelerate straight-line rent receivable amortization in the 2018 first quarter. At March 31, 2018, Adeptus Health is current on its rent obligations to us. Although no assurances can be made that we will not recognize a loss in the future, we believe at March 31, 2018 that the sale or re-leasing of the assets related to these 16 transition facilities will not result in any material loss or impairment. Gilbert and Florence Facilities In the first quarter of 2018, we terminated the lease at our Gilbert and Florence, Arizona facilities due to the tenant not meeting its rent obligations pursuant to the lease. As a result of the lease terminating, we recorded a charge of $1.1 million to reserve against the straight-line rent receivables. This former tenant has continued to occupy the facility, but on April 25, 2018, this former tenant filed for involuntary bankruptcy. At March 31, 2018, all outstanding receivables were completely reserved. Although no assurances can be made that we will not have any impairment charges in the future, we believe our investment in Gilbert and Florence of $38.1 million at March 31, 2018, is fully recoverable. Loans The following is a summary of our loans (in thousands): As of March 31, 2018 As of December 31, 2017 Mortgage loans $ 1,927,393 $ 1,778,316 Acquisition loans 117,627 118,448 Working capital and other loans 31,215 31,761 $ 2,076,235 $ 1,928,525 The increase in mortgage loans relates to the St. Joseph property that was sold on March 1, 2018 – see “Disposals” section of this Note 3 for further information. Concentrations of Credit Risk Our revenue concentration for the three months ended March 31, 2018 as compared to the prior year is as follows (dollars in thousands): Revenue by Operator For the Three Months Ended March 31, 2018 2017 Operators Total Revenue Percentage of Total Revenue Total Revenue Percentage of Total Revenue Steward (1) $ 73,227 35.7 % $ 33,704 21.6 % Prime 31,778 15.5 % 31,511 20.1 % MEDIAN 29,088 14.2 % 23,450 15.0 % Ernest 16,416 8.0 % 17,520 11.2 % RCCH 9,537 4.7 % 9,306 6.0 % Other operators 45,000 21.9 % 40,906 26.1 % Total $ 205,046 100.0 % $ 156,397 100.0 % (1) Includes revenue from IASIS prior to being acquired by Steward on September 29, 2017. Revenue by U.S. State and Country For the Three Months Ended March 31, 2018 2017 U.S. States and Other Countries Total Revenue Percentage of Total Revenue Total Revenue Percentage of Total Revenue Texas $ 30,355 14.8 % $ 24,737 15.8 % Massachusetts 26,940 13.1 % 26,584 17.0 % Utah 20,871 10.2 % 2,534 1.6 % California 16,666 8.1 % 16,565 10.6 % Arizona 11,386 5.6 % 7,332 4.7 % All other states 60,037 29.3 % 51,465 32.9 % Total U.S. $ 166,255 81.1 % $ 129,217 82.6 % Germany $ 37,665 18.4 % $ 26,190 16.7 % United Kingdom, Italy, and Spain 1,126 0.5 % 990 0.7 % Total International $ 38,791 18.9 % $ 27,180 17.4 % Grand Total $ 205,046 100.0 % $ 156,397 100.0 % On a gross asset basis (as defined in the “Reconciliation of Non-GAAP Financial Measures” section of Item 2 of this Form 10-Q), our concentration as of March 31, 2018 as compared to December 31, 2017 is as follows (dollars in thousands): Gross Assets by Operator As of March 31, 2018 As of December 31, 2017 Operators Total Gross Assets Percentage of Total Gross Assets Total Gross Assets Percentage of Total Gross Assets Steward (1) $ 3,459,275 36.2 % $ 3,457,384 36.5 % MEDIAN 1,261,991 13.2 % 1,229,325 13.0 % Prime 1,120,737 11.7 % 1,119,484 11.8 % Ernest 612,112 6.4 % 629,161 6.6 % RCCH 506,265 5.3 % 506,265 5.3 % Other operators 2,118,132 22.3 % 2,089,934 22.1 % Other assets 466,095 4.9 % 444,659 4.7 % Total $ 9,544,607 100.0 % $ 9,476,212 100.0 % (1) Includes approximately $1.8 billion of triple net leased gross assets. Gross Assets by U.S. State and Country As of March 31, 2018 As of December 31, 2017 U.S. States and Other Countries Total Gross Assets Percentage of Total Gross Assets Total Gross Assets Percentage of Total Gross Assets Massachusetts $ 1,298,226 13.6 % $ 1,297,226 13.7 % Texas 1,260,795 13.2 % 1,257,390 13.3 % Utah 1,035,748 10.9 % 1,035,501 10.9 % California 542,873 5.7 % 542,876 5.7 % Arizona 489,185 5.1 % 491,284 5.2 % All other states 2,616,686 27.4 % 2,618,536 27.6 % Other domestic assets 402,841 4.2 % 387,050 4.1 % Total U.S. $ 7,646,354 80.1 % $ 7,629,863 80.5 % Germany $ 1,623,755 17.0 % $ 1,581,726 16.7 % United Kingdom, Italy, and Spain 211,244 2.2 % 207,014 2.2 % Other international assets 63,254 0.7 % 57,609 0.6 % Total International $ 1,898,253 19.9 % $ 1,846,349 19.5 % Grand Total $ 9,544,607 100.0 % $ 9,476,212 100.0 % On an individual property basis, we had no investment of any single property greater than 3.7% of our total gross assets as of March 31, 2018. |