Real Estate | Real Estate Acquisitions During the nine months ended September 30, 2024, the Company purchased eight real estate properties in four separate transactions, which were determined to be asset acquisitions. The Company allocated the purchase price to tangible assets, consisting of land, building and improvements, and tenant improvements; intangible assets, consisting of in-place leases and right-of-use assets; and lease liabilities, based on the relative fair value method of allocating all accumulated costs. The following table summarizes the cash consideration transferred, including acquisition costs, and the purchase price allocation for acquisitions during the nine months ended September 30, 2024 (amounts in thousands): Property Description Date Acquired Ownership Percentage Cash Consideration Transferred (amount in thousands) Brownsburg Healthcare Facility 02/26/2024 100% $ 39,115 Cave Creek Healthcare Facility 03/20/2024 100% 19,355 Marana Healthcare Facility 03/20/2024 100% 16,156 Surprise Healthcare Facility 03/20/2024 100% 18,602 Tucson Healthcare Facility V 03/20/2024 100% 15,994 Weslaco Healthcare Facility 03/20/2024 100% 15,713 Reading Healthcare Facility 05/21/2024 100% 10,754 Fort Smith Healthcare Facility 07/25/2024 100% 28,364 Total $ 164,053 Total Land $ 8,821 Building and improvements 113,365 Tenant improvements 22,194 In-place leases 19,468 Right-of-use assets 638 Total assets acquired 164,486 Lease liabilities (433) Total liabilities acquired (433) Net assets acquired $ 164,053 The Company capitalized acquisition costs of $717,000, which are included in the allocation of the real estate acquisitions presented above. Dispositions On September 25, 2024, the Company sold the Fort Myers Healthcare Facility I and the Fort Myers Healthcare Facility II, or the Fort Myers Healthcare Facilities, for a sales price of $15,500,000, generating net proceeds of $14,681,000, excluding real estate tax pro-rations. The Fort Myers Healthcare Facilities were not previously held for sale, and the Company recognized a loss on disposition of $792,000, which represents the cost to sell, and is presented in impairment and disposition losses On January 31, 2024, the Company sold one property for a sales price of $1,500,000, generating net proceeds of $1,439,000. The Company recognized a gain on sale of $76,000, which is presented in gain on dispositions of real estate in the condensed consolidated statements of comprehensive income. The property was leased to a tenant under the common control of Vibra Healthcare, LLC, or Vibra. The Company was recognizing revenue from Vibra on a cash basis due to payment uncertainty. As a result of the property sale and lease termination, rental revenue from Vibra for the nine months ended September 30, 2024, included $4,098,000 of lease termination income received from the former tenant which is presented in rental revenue in the condensed consolidated statements of comprehensive income, in addition to $902,000 of deferred rent from prior periods. Investment Risk Concentrations As of September 30, 2024, the Company did not have exposure to geographic concentration that accounted for at least 10.0% of rental revenue for the nine months ended September 30, 2024. As of September 30, 2024, the Company had one exposure to tenant concentration that accounted for at least 10.0% of rental revenue for the nine months ended September 30, 2024. The leases with tenants at properties under the common control of Post Acute Medical, LLC and its affiliates accounted for 14.7% of rental revenue for the nine months ended September 30, 2024. Impairment Losses The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate assets may not be recoverable, the Company assesses the recoverability of the asset group by estimating undiscounted future cash flows, including eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset group, an impairment charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the asset group. When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value. The fair values are determined based on the guidance in ASC 820, Fair Value Measurements and Disclosures , or ASC 820. GenesisCare As disclosed in the Current Report on Form 8-K that the Company filed with the SEC on June 5, 2023, GenesisCare, the sponsor and owner of the tenant in certain of the Company's real estate properties announced that it filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code on June 1, 2023. During the bankruptcy proceedings, GenesisCare sought U.S. bankruptcy court approval to reject certain unexpired real property leases. GenesisCare's lease obligations with the Company were not included in any motions. On March 27, 2024, the Company entered into a second amendment to the second amended and restated master lease, or the GenesisCare Amended Master Lease, with GenesisCare in connection with its emergence from bankruptcy on February 16, 2024. Prior to the GenesisCare Amended Master Lease, GenesisCare was a tenant at 17 of the Company's real estate properties pursuant to a first amendment to the second amended and restated master lease, or the GenesisCare Master Lease. The GenesisCare Amended Master Lease removed 10 of the Company's properties from the GenesisCare Master Lease, or the Severed Properties. The seven properties remaining under the GenesisCare Amended Master Lease will continue to be leased to GenesisCare and had no material changes in lease terms pursuant to the GenesisCare Master Lease. As a result of the GenesisCare Amended Master Lease, the Company entered into lease agreements with new tenants at six of the Severed Properties during the nine months ended September 30, 2024. The Fort Myers Healthcare Facilities, which were sold on September 25, 2024, represented two of the Severed Properties. The Company is currently in the process of negotiating a lease with a new tenant at one of the Severed Properties. Additionally, on October 24, 2024, the Company entered into a contract for sale with a buyer for one of the Severed Properties. In exchange for the Severed Properties, the Company received a $2,000,000 severance fee from GenesisCare, or the GenesisCare Severance Fee, on March 27, 2024. The Company will recognize the GenesisCare Severance Fee in rental revenue on a straight-line basis over the remaining GenesisCare Amended Master Lease term. During the three and nine months ended September 30, 2024, the Company recognized $57,000 and $117,000, respectively, of amortization of the GenesisCare Severance Fee in rental revenue in the accompanying condensed consolidated statements of comprehensive income. During the nine months ended September 30, 2024, the Company recorded impairment losses on real estate of $418,000 attributable to the Fort Myers Healthcare Facilities, following a reduction in the expected sales price that occurred during the three months ended June 30, 2024. The fair value of the Fort Myers Healthcare Facilities was measured based on a third-party purchase offer for the assets, which resides within Level 2 of the fair value hierarchy. These impairments were allocated to the asset groups, for each respective property, on a pro-rata basis, which included land and buildings and improvements. Additionally, during the three and nine months ended September 30, 2024, the Company recognized a $792,000 loss on disposition from the Fort Myers Healthcare Facilities related to costs to sell. During the nine months ended September 30, 2024, the Company recorded accelerated amortization of in-place lease intangible assets, above-market lease intangible assets and below-market lease intangible liabilities of $4,646,000, $2,667,000, and $2,038,000, respectively, as a result of the GenesisCare Amended Master Lease. During the nine months ended September 30, 2023, the Company recorded impairment losses on real estate of $6,364,000 (including goodwill impairments of $1,238,000) as a result of GenesisCare announcing it had filed bankruptcy. In addition, during the nine months ended September 30, 2023, the Company recorded an impairment of in-place lease and above-market lease intangible assets on certain real estate properties formerly leased to GenesisCare of $592,000 and $260,000, respectively. The fair value of the real estate assets, which included the Fort Myers Healthcare Facilities, was measured based on third-party purchase offers for the assets and resides within Level 2 of the fair value hierarchy. These impairments were allocated to the asset groups, for each respective property, on a pro-rata basis, which included land, buildings and improvements, and their related intangible assets. Other Impairment Losses and Accelerated Amortization of Intangible Assets In addition to the impairments and accelerated amortization of intangible assets disclosed above, the Company recorded the following additional impairments and accelerated amortization of intangible assets. During the nine months ended September 30, 2024, the Company recorded accelerated amortization of above-market lease intangible assets of $158,000, as a result of lease amendments. During the nine months ended September 30, 2023, the Company recorded goodwill impairment losses on real estate of $344,000, as a result of a lease termination at a multi-tenant property. Impairment losses on real estate, goodwill impairments and disposition losses, if any, are recorded as impairment and disposition losses |