Real Estate Investments, Net | Note 3 — Real Estate Investments, Net Property Acquisitions and Development Costs The Company invests in MOBs, seniors housing properties and other healthcare-related facilities primarily to expand and diversify its portfolio and revenue base. The Company owned 200 properties as of September 30, 2020. During the nine months ended September 30, 2020, the Company, through wholly owned subsidiaries of the OP, completed its acquisitions of one multi-tenant MOB, three single tenant MOBs and four SHOPs for an aggregate contract purchase price of $103.9 million. The following table presents the allocation of real estate assets acquired and liabilities assumed, as well as capitalized construction in progress, during the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, (In thousands) 2020 2019 Real estate investments, at cost: Land $ 6,900 $ 6,356 Buildings, fixtures and improvements 86,687 68,903 Development costs — 5,362 Total tangible assets 93,587 80,621 Acquired intangibles: In-place leases and other intangible assets (1) 9,385 11,777 Market lease and other intangible assets (1) 472 723 Market lease liabilities (1) (362) (1,483) Total intangible assets and liabilities 9,495 11,017 Mortgage notes payable, net (13,883) — Other assets acquired and liabilities assumed in the Asset Acquisition, net 1,786 — Cash paid for real estate investments, including acquisitions $ 90,985 $ 91,638 Number of properties purchased 8 9 ______ (1) Weighted-average remaining amortization periods for in-place leases, above-market leases and below-market leases acquired were 2.3 years and 9.9 years, 8.7 years and 9.8 years, and 8.4 years as of September 30, 2020 and 2019, respectively. There were no below market leases acquired in the nine months ended September 30, 2019 Development Project In August 2015, the Company entered into an asset purchase agreement and development agreement to acquire land and construction in progress, and subsequently fund the remaining construction, of a development property in Jupiter, Florida for $82.0 million. As of December 31, 2019, the Company had funded $97.8 million, including $10.0 million for the land and $87.8 million for construction in progress. The Company had been working for some time to obtain a certificate of occupancy for the facility (“CO”), which was ultimately obtained in December 2019. Historically, all construction costs, including capitalized interest, insurance and real estate taxes were capitalized and classified in construction is progress on the Company’s consolidated balance sheet. In December 2019, the development reached substantial completion and the Company reclassified the entire amount in construction in progress. During the nine months ended September 30, 2019, the Company incurred $2.8 million in capitalized costs, including capitalized interest, related to the development project in Jupiter, Florida. All acquisitions in 2020 and 2019 were considered asset acquisitions for accounting purposes. Obtaining the CO was a necessary condition to leasing the property to any tenant other than a tenant associated with the developer of the property, which had been, and remains in, default under its agreements with the Company. The Company entered into a lease for 10% of the rentable square feet at the property, but the tenant is not required to pay the Company cash rent until May 2021. There can be no assurance as to the timing or terms of any additional leases or as to if and when the property may generate positive cash flow allowing the Company to earn a return on its investment in this property. During the fourth quarter of 2019, in connection with the substantial completion of the development property, the Company began to evaluate it for a potential sale. As a result of this potential change in plans, the Company concluded this held for use asset was impaired and recognized an impairment charge to its respective operating real estate components in 2019. In August 2020, the Company entered into definitive purchase and sale agreements (“PSA”) to sell the Company's recently completed development property in Jupiter, Florida for $65.0 million and the Company’s two skilled nursing facilities in Lutz, Florida and Wellington, Florida for $20.0 million and $33.0 million, respectively. The buyer has paid the Company $2.9 million in non-refundable deposits, but these dispositions remain subject to conditions, and there can be no guarantee that any or all of the dispositions will be completed on the contemplated terms, or at all. Significant Tenants As of September 30, 2020 and 2019, the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income for the portfolio on a straight-line basis. The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of September 30, 2020 and 2019: September 30, State 2020 2019 Florida (1) 22.3% 23.9% Michigan (2) 10.4% 11.0% _________ * State’s annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the date specified. (1) In August 2020, the Company entered into a PSA to sell three assets in Florida including the Company’s recently completed development project in Jupiter, Florida and the Company’s two skilled nursing facilities in Lutz, Florida and Wellington, Florida. These dispositions are subject to conditions, and there can be no guarantee that the dispositions will be completed on the contemplated terms, or at all. (2) As of September 30, 2020, the Company had 11 SHOP assets located in Michigan that are under contract to be sold pursuant to a PSA. See “Assets Held for Sale and Related Impairments” in this note for more information. In November 2020, the Company received payment of the full sales price for all 11 of the Michigan SHOPs (as defined below) and transferred seven of the properties to the buyer, with the remainder of the properties scheduled to be transferred to the buyer in January 2021. See Note 17 — Subsequent Events for m ore information. Intangible Assets and Liabilities The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangible assets, amortization and accretion of above-and below-market lease assets and liabilities, net and the amortization and accretion of above-and below-market ground leases, for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Amortization of in-place leases and other intangible assets (1) $ 3,637 $ 3,872 $ 11,176 $ 11,832 (Accretion) and Amortization of above-and below-market leases, net (2) $ (33) $ 13 $ (250) $ (142) Amortization of above-and below-market ground leases, net (3) $ 40 $ 74 $ 119 $ 117 ________ (1) Reflected within depreciation and amortization expense. (2) Reflected within rental income. (3) Reflected within property operating and maintenance expense. The following table provides the projected amortization expense and adjustments to revenues for the next five years: (In thousands) 2020 (remainder) 2021 2022 2023 2024 In-place lease assets $ 3,429 $ 11,680 $ 9,674 $ 7,800 $ 7,038 Other intangible assets 153 613 613 613 588 Total to be added to amortization expense $ 3,582 $ 12,293 $ 10,287 $ 8,413 $ 7,626 Above-market lease assets $ (260) $ (993) $ (645) $ (307) $ (260) Below-market lease liabilities 202 1,269 1,208 1,095 955 Total to be added to revenue from tenants $ (58) $ 276 $ 563 $ 788 $ 695 Dispositions The Company did not dispose of any properties during the three months ended September 30, 2020. During the nine months ended September 30, 2020 the Company sold one MOB property which resulted in a gain on sale of $2.3 million. This property sold for a contract price of $8.6 million. This gain is included on the Consolidated Statement of Operations for the three and nine months ended September 30, 2020. On February 6, 2019, the Company sold five MOB properties in New York for a contract sales price of $45.0 million, resulting in a gain on sale of real estate investments of $6.1 million. On July 28, 2019 the Company sold an additional MOB for a contract purchase price of $13.6 million, generating a gain on sale of $2.9 million. On August 1, 2019, the Company sold a SHOP property for a contract purchase price of $3.5 million, resulting in a loss on sale of $0.2 million. These gains and losses are included on the Consolidated Statement of Operations for the three and nine months ended September 30, 2019 . Impairments The following table presents impairments recorded during the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Assets held for sale $ 1,011 $ 22,615 $ 19,049 $ 22,615 Assets held for use — — 13,793 19 Total $ 1,011 $ 22,615 $ 32,842 $ 22,634 For additional information on impairments related to assets held for sale and assets held for use, see the “Assets Held for Sale and Related Impairments” and “Assets Held for Use and Related Impairments” sections below. Assets Held for Sale and Related Impairments When assets are identified by management as held for sale, the Company reflects them separately on its balance sheet and stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For held-for-sale properties, the Company predominately uses the contract sale price as fair market value. Michigan SHOPs In January 2020, the Company entered into a PSA for the sale of a portfolio of 14 SHOPs located in Michigan (the “Michigan SHOPs”) as a single portfolio for $71.8 million. During April, 2020, the PSA was amended so that only 11 of the Michigan SHOPs will be sold pursuant to this PSA for $11.8 million. As a result of the amended PSA from April 2020, the three remaining Michigan SHOPs no longer qualify as held for sale and were reclassified to assets held for use at their original carrying values as of March 31, 2020 and an additional $0.7 million in catch-up depreciation was recorded in the nine months ended September 30, 2020. In addition, the original deposit made by the buyer was reduced from $1.0 million to $0.3 million. In October 2020, the PSA was amended to provide that the full $11.8 million sales price for all 11 Michigan SHOPs would be paid at an initial closing when seven of the properties would be transferred to the buyer with the remaining four properties scheduled to be transferred to the buyer at a second closing in January 2021. This amendment to the PSA also provided that $0.8 million of the sales price would be held in escrow and returned to the buyer at the second closing; provided that, if the PSA is terminated before the second closing due to a material default by the buyer, the Company will receive the escrowed amount. The Company determined that the 11 Michigan SHOPs should be classified as held for sale as of September 30, 2020 and the 14 Michigan SHOPs were previously classified as held for sale as of December 31, 2019. An impairment charge of $22.6 million had previously been taken with respect to the 14 Michigan SHOPs during the three and nine months ended September 30, 2019. As a result of the change in the asset group and sales price, the Company recognized an incremental impairment charge of $19.0 million in the nine months ended September 30, 2020, inclusive of $1.0 million of impairment charges recorded in the three months ended September 30, 2020, bringing the cumulative impairment on the now 11 Michigan SHOPs to $41.7 million, representing the amount by which the carrying amount of the 11 Michigan SHOPs exceeded the Company’s estimate of the net sales price for those 11 properties. As of September 30, 2020, for the 11 Michigan SHOPs that are classified as held for sale, seven Michigan SHOPs were part of the borrowing base of the Credit Facility, one was mortgaged under the Fannie Mae Master Credit Facilities (as defined below) and three were unencumbered. In November 2020, the initial closing under the PSA occurred and the Company received payment of the full $11.8 million sales price for all 11 of the Michigan SHOPs less $0.8 million held in escrow and transferred seven of the properties to the buyer. The remaining four properties are scheduled to be transferred to the buyer at a second closing in January 2021when the $0.8 million held in escrow will be released to the buyer (for additional information, see N ote 17 — Subsequent Events) . Balance Sheet Details - Assets Held for Sale The following table details the major classes of assets associated with the properties that are classified as held for sale as of September 30, 2020 and December 31, 2019: (In thousands) September 30, 2020 December 31, 2019 Land $ 797 $ 4,051 Buildings, fixtures and improvements 9,352 66,788 Assets held for sale $ 10,149 $ 70,839 Assets Held for Use and Related Impairments When circumstances indicate the carrying value of a property classified as held for use may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value. The Company owns held for use properties for which the Company may from time to time reconsider the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. As of December 31, 2019, the Company was actively considering plans to sell three assets in Florida including the recently completed development project in Jupiter, Florida and the Company’s two skilled nursing facilities in Lutz, Florida and Wellington, Florida. The Company began marketing the properties in 2020. During the three months ended June 30, 2020, the Company received multiple bids and accepted a non-binding letter of intent from a prospective buyer to purchase the recently completed development project in Jupiter, Florida for $65.0 million and the Company’s two skilled nursing facilities in Lutz, Florida and Wellington, Florida for $20.0 million and $33.0 million, respectively. During August 2020, the Company entered into PSAs with the buyer on the terms generally set forth in the letter of intent. These dispositions are subject to conditions, and there can be no guarantee that any or all the dispositions will be completed on the contemplated terms or at all. During the nine months ended September 30, 2020, the Company recorded an additional impairment charge on its recently completed development project in Jupiter, Florida representing the amount by which the carrying amount of the property exceeds the Company’s estimate of the net sales price set forth in the PSA described above. The Company did not record impairment charges for held for use assets during the three months ended September 30, 2020 and recorded impairment charges for held for use assets of $13.8 million during nine months ended September 30, 2020. The Company did not record any impairments for held for use assets during the three months ended September 30, 2019 and recorded an impairment charge of $19,000 during the nine months ended September 30, 2019. The LaSalle Properties On July 1, 2020, the Company transitioned four triple-net leased properties in Texas (collectively, the “LaSalle Properties”) from the triple-net leased healthcare facilities segment to the SHOP segment, and the LaSalle Properties are now leased to one of the Company’s TRSs and operated and managed on the Company’s behalf by a third-party operator. In January 2018, the Company entered into an agreement with the prior tenants at the LaSalle Properties (collectively, the “LaSalle Tenant”) in which the Company agreed to forbear from exercising legal remedies, including staying a lawsuit against the LaSalle Tenant, as long as the LaSalle Tenant paid the amounts due for rent and property taxes on an updated payment schedule pursuant to a forbearance agreement. As of September 30, 2020, the LaSalle Tenant remains in default of the forbearance agreement and owes the Company $12.7 million of rent, property taxes, late fees, and interest receivable thereunder and $7.7 million plus interest of unpaid monetary damages awarded to us by the court on our claims against the tenant. The Company has the entire receivable balance, including the monetary damages, and related income from the LaSalle Tenant fully reserved as of September 30, 2020. The Company incurred $0.3 million of bad debt expense, including straight-line rent write-offs, related to the LaSalle Tenant during the nine months ended September 30, 2020, which is included in reduction in revenue from tenants on the consolidated statement of operations and comprehensive loss. The Company incurred $3.1 million of bad debt expense, including straight-line rent write-offs, related to the LaSalle Tenant during the nine months ended September 30, 2019. On February 15, 2019, the Company filed an amended petition in Texas state court seeking the appointment of a receiver to manage the operations at these properties and for recovery of damages for the various breaches by the LaSalle Tenant. Subsequently The LaSalle Group Inc., a guarantor of certain of the LaSalle Tenant’s lease obligations (the “LaSalle Guarantor”), filed for voluntarily relief under chapter 11 of the United States Bankruptcy Code. The Company severed its claims against the LaSalle Guarantor from the action against the LaSalle Tenant. On August 27, 2019, the court awarded the Company monetary damages on its claims against the LaSalle Tenant in an amount equal to $7.7 million plus interest. There can be no assurance the Company will receive any amounts with respect to these claims against the LaSalle Tenant. On October 30, 2019, the court entered into an order appointing a receiver. This receiver was empowered to replace the LaSalle Tenant with a new tenant and operator at the properties, and, on February 15, 2020, the receiver took operational control of the properties. As noted above, the Company worked with the receiver and the Company’s designated third-party operator to transition the LaSalle Properties to its SHOP operating segment on July 1, 2020. Now that the transition is complete, the Company has gained more control over the operations of the LaSalle Properties, and the Company believes this will allow the Company to improve performance and the cash flows generated by the properties. There can be no assurance, however, that completing this transition will result in the Company achieving its operational objectives. The NuVista Tenant The Company had tenants at two of its Florida properties located in Lutz and Wellington Florida (collectively, the “NuVista Tenant”) that were in default under their leases beginning from July 2017. On January 1, 2018 the property was transitioned to the SHOP segment when the Company replaced the NuVista Tenant as tenant at the Lutz, Florida property with a taxable REIT subsidiary (“TRS”) and engaged a third-party operator to operate the property. As a result, the property was transitioned to the SHOP segment as of January 1, 2018. This structure is permitted by the REIT rules, under which a REIT may lease qualified healthcare properties on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by an entity who qualifies as an eligible independent contractor. At the property located in Wellington, Florida, the Company and the tenant entered into an operations transfer agreement (the “OTA”) pursuant to which the Company and the tenant agreed to cooperate in transitioning operations at the property to a third party operator selected by the Company. On February 19, 2019, in response to litigation commenced by the Company against the NuVista Tenant to enforce the OTA, the United States District Court for the Southern District of Florida entered into an agreed order (the “Order”) pursuant to which it found that the NuVista Tenant was in default under the lease for the property and that the OTA was valid, binding and in full force and effect, as modified by the Order. Subsequent to the entry into the Order, the Company, its designated third-party operator and the NuVista Tenant transitioned operations at the property to the Company’s designated third-party operator. The Company’s designated third-party operator received its license to operate the facility on April 1, 2019 and is in operational control of the property. On May 20, 2019, the court entered into a final order from the court terminating the existing lease with the NuVista Tenant. Following entry into the order, the property in Wellington, Florida transitioned to the SHOP segment as of April 1, 2019. In connection with this transition, the Company replaced the NuVista Tenant as a tenant with a TRS, and engaged a third-party operator to operate the property. During the year end December 31, 2019 the company received $1.6 million under the OTA for periods prior to the lease termination, which amounts had previously been fully reserved. This payment under the OTA is included in revenue from tenants in consolidated statements of operations and comprehensive loss. In August 2020, the Company entered into a PSA to sell the properties located in Lutz and Wellington Florida. |