Property Portfolio | Note 3 – Property Portfolio Summary of Properties Acquired During the Six Months Ended June 30, 2019 During the six months ended June 30, 2019 the Company completed six acquisitions. For each acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, each acquisition represents an asset acquisition. Accordingly, transaction costs for these acquisitions were capitalized. A rollforward of the gross investment in land, building and improvements as of June 30, 2019 resulting from these acquisitions as well as other tenant improvements and the implementation of ASC 842 is as follows: Site & Tenant Acquired Lease Gross Investment in Land Building Improvements Intangibles Real Estate Balances as of December 31, 2018 $ 63,710 $ 518,451 $ 22,237 $ 43,152 $ 647,550 Facility Acquired – Date Acquired: Zachary – 2/28/19 - 3,336 512 835 4,683 Gilbert and Chandler – 3/19/19 4,616 11,643 - - 16,259 Las Vegas – 4/15/19 2,479 15,277 2,449 2,297 22,502 Oklahoma Northwest – 4/15/19 2,364 19,501 3,187 3,155 28,207 Mishawaka – 4/15/19 1,924 10,084 1,872 2,223 16,103 Surprise – 4/15/19 1,738 18,737 4,347 3,860 28,682 ASC 842 Reclassification - - - (824) (824) Tenant improvements (1) - - 439 - 439 Total Additions (2) : 13,121 78,578 12,806 11,546 116,051 Balances as of June 30, 2019 $ 76,831 $ 597,029 $ 35,043 $ 54,698 $ 763,601 (1) Represents tenant improvements that were completed and placed in service during the six months ended June 30, 2019 related to the Sherman facility that was acquired in June 2017. (2) The Zachary facility acquisition included OP Units with a value of $506 that were issued as part of the total consideration for that transaction. Additionally, an aggregate of $897 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2019, and in connection with the adoption of ASC 842, the Company reclassified $824 of favorable ground lease intangibles to other assets. Accordingly, the total addition to gross investment in real estate funded with cash was $115,472. Depreciation expense was $4,608 and $8,475 for the three and six months ended June 30, 2019, respectively, and $3,445 and $6,351 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s facilities of $20,771. Many of these allowances are subject to contingencies that make it difficult to predict when such allowances will be utilized, if at all. In accordance with the terms of a number of the Company’s leases, capital improvement obligations in 2019 could total up to approximately $12,736. The following is a summary of the acquisitions completed during the six months ended June 30, 2019. Zachary Facility On February 28, 2019, the Company assumed the following leasehold interests in the real property located in Zachary, Louisiana for a purchase price of $4.6 million: (i) the interest, as ground lessee, in an existing ground lease of the facility with the fee owner as ground lessor, with approximately 46 years remaining in the initial term with no extension options; (ii) the interest arising under the ground lease in and to the long-term acute-care hospital located at the facility; and (iii) the interest, as landlord, in an existing lease of the facility with LTAC Hospital of Feliciana, LLC, as tenant, with approximately 16 years remaining in the initial term with three consecutive 10-year extension options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 103 Building and tenant improvements 3,745 In-place leases 305 Above-market lease intangibles 117 Leasing costs 413 Below-market lease intangibles (34) Total purchase price $ 4,649 Gilbert and Chandler Facilities On March 19, 2019, the Company purchased the following facilities located in Gilbert, Arizona and Chandler, Arizona for a total purchase price of $16.1 million: (i) a medical office building located in Gilbert, Arizona (the “Val Vista Facility”); (ii) a medical office building located in Gilbert, Arizona (the “Dobson Facility”); (iii) a medical office suite located in Chandler, Arizona (the “Pecos I Facility”); and (iv) a medical office suite located in Chandler, Arizona (the “Pecos II Facility”). Upon the closing of the acquisition, the Company assumed the seller’s interest, as lessor, in the existing leases of: (i) the Pecos I Facility to Chandler Endoscopy Center LLC with approximately seven years remaining in its initial term with two consecutive five-year extension options; and (ii) the Pecos II Facility to Valley Heart Associates, P.C, with approximately four years remaining on its initial term with one three-year extension option, and Valley Anesthesiology Consultants Inc. with approximately four years remaining on its initial term with two consecutive five-year extension options. Also, upon the closing of the acquisition, the Company (i) leased the Dobson Facility to East Valley Gastroenterology & Hepatology Associates, P.C., (“EVGHA”); (ii) leased a portion of the Val Vista Facility to EVGHA; and (iii) leased another portion of the Val Vista Facility to Premier Endoscopy Center, LLC. The Dobson Facility lease and the Val Vista Facility leases each have an initial term of 15 years with two consecutive five-year extension options. IRF Portfolio On April 15, 2019, the Company purchased four in-patient rehabilitation facilities located in Las Vegas, Nevada; Surprise, Arizona; Oklahoma City, Oklahoma and Mishawaka, Indiana (collectively, the “IRF Portfolio”) for a total purchase price of approximately $94.6 million. Upon the closing of the acquisition, the Company assumed the sellers’ interest, as lessor, in four triple-net leases (collectively, the “IRF Portfolio Leases”) with (i) Encompass Health (Las Vegas, Nevada facility); (ii) a joint venture between Cobalt Rehabilitation and Tenet Healthcare (the Surprise, Arizona facility); (iii) a joint venture between Mercy Health and Kindred Healthcare (the Oklahoma City, Oklahoma facility); and (iv) St. Joseph’s Health System (the Mishawaka, Indiana facility). The IRF Portfolio leases have a weighted average remaining lease term of approximately 8.3 years, with the Las Vegas, Nevada facility lease containing four, five-year renewal options; the Surprise, Arizona facility lease containing two, five-year renewal options; the Oklahoma City, Oklahoma facility lease containing three, 10-year renewal options and the Mishawaka, Indiana facility lease containing two, five-year renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Oklahoma Las Vegas Surprise Northwest Mishawaka Land and site improvements $ 2,723 $ 1,966 $ 2,507 $ 1,998 Building and tenant improvements 17,482 22,856 22,545 11,882 In-place leases 1,778 1,845 1,890 1,465 Above-market lease intangibles — 938 367 236 Leasing costs 519 1,077 898 522 Below-market lease intangibles (863) — — — Total purchase price $ 21,639 $ 28,682 $ 28,207 $ 16,103 Summary of Properties Acquired During the Six Months Ended June 30, 2018 During the six months ended June 30, 2018, the Company completed six acquisitions. For all six acquisitions, substantially all of the fair value of the acquisitions was concentrated in a single identifiable asset or group of similar identifiable assets and therefore all of the acquisitions represent asset acquisitions under the guidance provided by ASU 2017-01. Accordingly, transaction costs for these acquisitions were capitalized. A rollforward of the gross investment in land, building and improvements as of June 30, 2018, resulting from these acquisitions is as follows: Site & Tenant Acquired Lease Gross Investment in Land Building Improvements Intangibles Real Estate Balances as of January 1, 2018 $ 42,701 $ 384,338 $ 12,818 $ 31,650 $ 471,507 Facility Acquired – Date Acquired: Moline / Silvis – 1/24/18 — 4,895 1,216 989 7,100 Freemont – 2/9/18 162 8,335 — — 8,497 Gainesville – 2/23/18 625 9,885 — — 10,510 Dallas – 3/1/18 6,272 17,012 — — 23,284 Orlando – 3/22/18 2,543 11,720 756 1,395 16,414 Belpre – 4/19/18 3,027 50,581 3,961 7,128 64,697 Total Additions (1) : 12,629 102,428 5,933 9,512 130,502 Balances as of June 30, 2018 $ 55,330 $ 486,766 $ 18,751 $ 41,162 $ 602,009 (1) The Belpre acquisition included $4,742 of OP Units issued as part of the total consideration. An aggregate of $886 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2018, resulting in total gross investments funded using cash of $124,874. The following is a summary of the acquisitions completed during the six months ended June 30, 2018. Each acquisition was accounted for as an asset acquisition in accordance with the provisions of ASU 2017-01: Moline / Silvis Facilities Moline Facility - On January 24, 2018, the Company purchased a medical office building located in Moline, Illinois, which included the seller’s interest, as ground lessee, in an existing ground lease. The ground lease has approximately 10 years remaining in the initial term, with 12 consecutive five-year renewal options. Upon the closing of this acquisition, the Company assumed two subleases: one sublease with Fresenius Medical Care Quad Cities, LLC (“Fresenius”) with approximately 13 years remaining in the initial term, with three consecutive five-year renewal options; and one sublease with Quad Cities Nephrology Associates, P.L.C. with approximately 15 years remaining in the initial term, with three consecutive five-year renewal options. Silvis Facility - On January 24, 2018, the Company purchased a medical office building located in Silvis, Illinois from the same seller as the Moline facility, which included the seller’s interest, as ground lessee, in an existing ground lease. The ground lease has approximately 67 years remaining in the initial term, with no renewal options. Upon the closing of this acquisition, the Company assumed one sublease with Fresenius with approximately 13 years remaining in the initial term, with three consecutive 5-year renewal options. The aggregate purchase price for the Moline/Silvis facilities was $6.9 million. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed for this acquisition: Site improvements $ 249 Building and tenant improvements 5,862 In-place leases 343 Above market ground lease intangibles 219 Leasing costs 427 Below market lease intangibles (229) Total purchase price $ 6,871 Fremont Facility - On February 9, 2018, the Company purchased a medical office building located in Fremont, Ohio for a purchase price of approximately $8.5 million. Upon the closing of this acquisition, the Company entered into a new 12-year lease with Northern Ohio Medical Specialists, LLC (NOMS) with four consecutive five-year renewal options. Gainesville Facility - On February 23, 2018, the Company purchased a medical office building and ambulatory surgery center located in Gainesville, Georgia for a purchase price of approximately $10.5 million. Upon the closing of this acquisition, the Company entered into a new 12-year lease with SCP Eye Care Services, LLC with four consecutive five-year renewal options. Dallas Facility - On March 1, 2018, the Company purchased a hospital, a three-story parking garage, and land all located in Dallas, Texas for an aggregate purchase price of $23.3 million. In addition to the hospital and the parking garage, the land underlays two medical office buildings that are not owned by the Company, each of which is ground leased to the hospital. Upon the closing of this acquisition, the Company entered into two leases with Pipeline East Dallas, LLC, with one lease relating to the hospital and the other lease relating to the underlying land and parking garage. Orlando Facilities - On March 22, 2018, the Company purchased five medical office buildings from five affiliated sellers for an aggregate purchase price of $16.4 million. Upon the closing of this acquisition, the Company assumed five existing leases with Orlando Health, Inc. One lease has approximately one year remaining in its initial term, with one 10-year renewal option; one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with four consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; and one lease was amended at closing to extend the remaining term to five years with four consecutive five-year renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 3,075 Building and tenant improvements 11,944 In-place leases 808 Above market lease intangibles 229 Leasing costs 358 Below market lease intangibles (10) Total purchase price $ 16,404 Belpre Portfolio - On April 19, 2018, the Company purchased a portfolio of four medical office buildings and a right of first refusal to purchase a fifth, yet to be built, medical office building on the same campus, for an aggregate purchase price of $64.1 million. Upon the closing of the acquisition the Company assumed the existing leases with Marietta Memorial Hospital, a subsidiary of Memorial Health System. Upon the closing of the acquisition, the leases had a weighted average remaining lease term of approximately 11.35 years, each with three consecutive five-year tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 4,000 Building and tenant improvements 53,569 In-place leases 2,666 Above market lease intangibles 2,494 Leasing costs 1,968 Below market lease intangibles (646) Total purchase price $ 64,051 Intangible Assets and Liabilities The following is a summary of the carrying amount of intangible assets and liabilities as of the dates presented: As of June 30, 2019 Accumulated Cost Amortization Net Assets In-place leases $ 29,036 $ (5,566) $ 23,470 Above market leases 9,550 (1,647) 7,903 Leasing costs 16,112 (2,431) 13,681 $ 54,698 $ (9,644) $ 45,054 Liabilities Below market leases $ 3,233 $ (455) $ 2,778 As of December 31, 2018 Accumulated Cost Amortization Net Assets In-place leases $ 21,753 $ (4,037) $ 17,716 Above market ground lease 707 (28) 679 Above market leases 8,009 (1,096) 6,913 Leasing costs 12,683 (1,703) 10,980 $ 43,152 $ (6,864) $ 36,288 Liability Below market leases $ 2,336 $ (308) $ 2,028 The following is a summary of the acquired lease intangible amortization: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Amortization expense related to in-place leases $ 852 $ 629 $ 1,529 $ 1,150 Amortization expense related to leasing costs $ 403 $ 297 $ 728 $ 541 Decrease in rental revenue related to above market leases $ 279 $ 229 $ 552 $ 380 Increase in rental revenue related to below market leases $ 89 $ 54 $ 147 $ 96 As of June 30, 2019, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each fiscal year ended December 31 is listed below: Net Decrease Net Increase in Revenue in Expenses 2019 (six months remaining) $ (360) $ 2,584 2020 (721) 5,167 2021 (723) 4,552 2022 (725) 4,243 2023 (702) 3,962 Thereafter (1,893) 16,643 Total $ (5,124) $ 37,151 As of June 30, 2019 the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 6.85 years and 7.41 years, respectively. |