Investment Activity | Note 3 – Investment Activity Lakeway Hospital Operator Change On September 1, 2016, Baylor Scott & White Health (“Baylor”) acquired the operations of the Company’s former tenant (“LRMC”) at Lakeway Hospital. In connection with the closing of this transaction, the Company, through the Lakeway Partnership, simultaneously terminated the lease with LRMC and entered into a new triple-net lease with an existing Baylor hospital entity (the “Baylor Lessee”), which has an initial term of 15 years with two ten-year extension options. The lease is unconditionally guaranteed by Baylor University Medical Center, which is a controlled affiliate of the nonprofit parent corporation Baylor Scott & White Holdings. The initial annual base rent is approximately $12.8 million, payable in equal monthly installments, which is the same as the annual base rent under the lease with LRMC. The base rent will increase by 1.75% on the second anniversary of the lease, 2.0% on the third anniversary and 2.5% on each anniversary thereafter. The lease provides that, commencing after completion of the third year of the lease and subject to certain conditions, the Baylor Lessee has the option to purchase Lakeway Hospital at a price equal to the aggregate base rent payable under the lease for the 12-month period following the date of the written notice from Baylor divided by (i) 6.5% if written notice is provided after completion of the third lease year and before completion of the tenth lease year (which would result in a purchase price of not less than approximately $203.6 million) or (ii) 7.0% if written notice is provided any time thereafter. Pursuant to the lease, on September 30, 2016, the Company (through the Lakeway Partnership) paid the Baylor Lessee an approximately $2.3 million tenant allowance for the transition of the hospital, which is included in other assets on the consolidated balance sheet at September 30, 2016. Under the terms of the lease with LRMC, contractual base rent increased ratably during the first six months of 2016 by an aggregate of $3.5 million (representing the difference between the reduced monthly base rent of $0.5 million due for the second and third quarters of 2015 and the stabilized monthly rent of $1.1 million, plus interest on the deferred rent) (the “Deferred Payment”). As part of the lease termination agreement with LRMC, the Company agreed to receive $1.5 million in satisfaction of the $1.7 million in the Deferred Payment due as of March 31, 2016, resulting in bad debt expense of $0.2 million, which was recorded during the second quarter of 2016. The remaining $1.8 million of the Deferred Payment was not recognized. The Company also wrote off approximately $7.0 million of the straight-line rent receivable associated with the LRMC lease, which was recorded as a reduction to rental income on the Company’s consolidated statements of operations during the second quarter of 2016. The noncontrolling interest’s proportionate share of this amount was $3.6 million, which is reflected in the net loss attributable to noncontrolling interest on the Company’s consolidated statement of operations for the nine months ended September 30, 2016. Adjustments to Purchase Price Allocations of 2015 Acquisitions The purchase price allocations for the Kearny Mesa and Vibra Rehabilitation Hospital of Amarillo acquisitions, both of which closed on October 1, 2015, were preliminary at December 31, 2015 since the valuations for both of the acquisitions were still in progress. The preliminary allocations for these properties were comprised of $4.6 million in land and $39.9 million in building and improvements. The purchase price allocations were updated during the first quarter of 2016, resulting in adjustments to the preliminary purchase price allocations to reflect the new information obtained about the facts and circumstances that existed as of the respective acquisition dates that, if known, would have affected the measurement of the amounts recognized as of those dates. Additionally, the purchase price allocation for Kearny Mesa was updated in the second quarter of 2016 for the elimination of the $10.0 million earn-out as discussed below. The revised allocations for these properties are as follows (dollars in thousands): Kearny Mesa Vibra Rehabilitation Hospital of Amarillo Total Land $ 2,995 $ 991 $ 3,986 Buildings and improvements 11,760 10,235 21,995 Intangible lease assets - 7,946 7,946 Furniture, fixtures, and equipment 347 227 574 Total real estate properties acquired $ 15,102 $ 19,399 $ 34,501 The Kearny Mesa acquisition was accounted for as an asset acquisition and the Vibra Rehabilitation Hospital of Amarillo acquisition was accounted for as a business combination. The following table shows the impact of amounts recorded in the consolidated statement of operations for the nine months ended September 30, 2016 due to the change in the estimates of the purchase price allocations that would have been recorded in the consolidated statement of operations in prior periods had the adjustment to the provisional amounts been recognized as of the acquisition date (dollars in thousands). Kearny Mesa Vibra Rehabilitation Hospital of Amarillo Total Rental income $ - $ (127 ) $ (127 ) Depreciation and amortization 26 (79 ) (53 ) Net income attributable to common stockholders $ (26 ) $ (48 ) $ (74 ) Adjustments to Kearny Mesa In the second quarter of 2016, the Company and Life Generations amended the purchase and sale agreement for Kearny Mesa to eliminate the $10.0 million earn-out. This amount was recorded in real estate properties and accounts payable and accrued liabilities on the Company’s consolidated balance sheet at December 31, 2015 and has been eliminated from the Company’s consolidated balance sheet at September 30, 2016. The Company recorded an approximately $0.2 million reduction of depreciation expense on the consolidated statements of operations for the nine months ended September 30, 2016 for depreciation expense recorded in prior periods associated with the earn-out. Leasing Operations The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2031. Leases for the Company’s portfolio, including single-tenant properties, generally require the lessee to pay minimum rent (which generally increases annually on a fixed percentage basis or based on increases in the consumer price index), all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property. Minimum cash rental payments due to the Company in future periods under operating leases for the Company’s properties that have non-cancelable terms extending beyond one year as of September 30, 2016 are as follows (dollars in thousands): For the year ending December 31: 2016 (remaining three months) $ 12,599 2017 50,509 2018 49,673 2019 50,172 2020 50,903 2021 51,705 Thereafter 497,999 Total $ 763,560 Concentrations of Credit Risks The following table contains information regarding tenant concentration in the Company’s portfolio, based on the percentage of revenue for the nine months ended September 30, 2016 and 2015, related to tenants, or affiliated tenants, that exceed 10% of revenues. % of Total Revenue for the nine months ended September 30, 2016 2015 GruenePointe Holdings 30.2% (1) Life Generations Healthcare 18.3% 12.6% Fundamental Healthcare 17.5% 18.3% Vibra Healthcare 16.1% 20.1% LRMC (2) (1) 35.8% (1) Total revenue is less than 10%. (2) LRMC was the prior tenant at Lakeway Hospital, in which the Company owns a 51% interest through the Lakeway Partnership. The lease with LRMC was terminated on September 1, 2016. See “Lakeway Hospital Operator Change” above for further discussion. The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of September 30, 2016, which includes percentage of rental income for the nine months ended September 30, 2016 and 2015 (dollars in thousands). % of Total Real % of Rental Income State Number of Properties Gross Investment Estate Property Investments Nine months ended September 30, 2016 Nine months ended September 30, 2015 Texas 14 $ 270,725 54.7% 55.6% 55.7% California 7 154,727 31.3% 30.0% 28.4% Nevada 2 49,422 10.0% 10.2% 10.4% South Carolina 1 20,000 4.0% 4.2% 5.5% 24 $ 494,874 100.0% 100.0% 100.0% |