Real Estate Investments | 2. Real Estate Investments Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (collectively “ALF”). Any reference to the number of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. Owned Properties. Our Owned properties are leased pursuant to non-cancelable operating leases generally with an initial term of 10 to 15 years . Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Many of the leases contain renewal options. The leases provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year that are generally computed in one of four ways depending on specific provisions of each lease: (i) a specified percentage increase over the prior year’s rent, generally between 2.0% and 2.5% ; (ii) a calculation based on the Consumer Price Index; (iii) as a percentage of facility net patient revenues in excess of base amounts; or (iv) specific dollar increases. Our leases that contain fixed annual rental escalations and/or have annual rental escalations that are contingent upon changes in the Consumer Price Index, are generally recognized on a straight-line basis over the minimum lease period. Certain leases have annual rental escalations that are contingent upon changes in the gross operating revenues of the property. This revenue is not recognized until the appropriate contingencies have been resolved. The following table summarizes our investments in owned properties at June 30, 2020 (dollar amounts in thousands) Average Percentage Number Number of Investment Gross of of SNF ALF per Type of Property Investment Investment Properties (1) Beds Units Bed/Unit Assisted Living $ 880,343 60.9 % 107 — 6,164 $ 142.82 Skilled Nursing 543,825 37.6 % 50 6,283 212 $ 83.73 Under Development (2) 10,163 0.7 % — — — — Other (3) 11,360 0.8 % 1 118 — — Total $ 1,445,691 100.0 % 158 6,401 6,376 (1) We own properties in 27 states that are leased to 29 different operators. (2) Represents a 90 -bed SNF development project located in Missouri. (3) Includes three parcels of land held-for-use, and one behavioral health care hospital. Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent receivable, amortization of lease incentives and renewal options are as follows (in thousands): Cash Rent (1) 2020 $ 68,001 2021 141,369 2022 128,751 2023 129,931 2024 126,406 Thereafter 623,574 (1) Represents contractual cash rent, except for Anthem Memory Care (“Anthem”) lease which is based on projected cash to be received as agreed upon with the operator. An affiliate of Senior Lifestyle Corporation (“Senior Lifestyle”) operates 23 properties under a master lease with a combination of independent living, assisted living and memory care units. Senior Lifestyle was provided deferral of partial rent in April 2020. However, Senior Lifestyle failed to pay full rent for May and June of 2020. Contractual rent for the quarter ended June 30, 2020, was $4,560,000 of which we collected $1,805,000. The remaining outstanding accounts receivable balance of $2,755,000 is covered by a letter of credit and security deposit totaling $3,608,000. In July 2020, we received $1,081,000 of their contractual rent of $1,520,000. In accordance with ASC 842, we evaluated the collectibility of receiving substantially all of our lease payments from the Senior Lifestyle master lease through maturity and determined that we did not have the level of certainty required by the standard. Accordingly, we wrote-off a total $17,742,000 of straight-line rent receivable and lease incentives related to this master lease. As a result, we placed Senior Lifestyle on a cash basis effective July 2020. We are evaluating our options for the portfolio. Anthem operates 11 memory care communities under a master lease and was placed in default in 2017 resulting from Anthem’s partial payment of its minimum rent. However, we did not enforce our rights and remedies pertaining to the event of default, under the stipulation that Anthem achieves sufficient performance and pays agreed upon rent. We currently anticipate that Anthem will pay $9,900,000 of annual cash rent during 2020. However, COVID-19 may adversely impact Anthem’s operating cash flow and ability to pay rent. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Anthem and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. Anthem is current on rent payments through July 2020. Preferred Care, Inc. (“Preferred Care”) and affiliated entities filed for Chapter 11 bankruptcy in 2017 as a result of a multi-million-dollar judgment in a lawsuit in Kentucky against Preferred Care and certain affiliated entities. Preferred Care leased 24 properties (“Properties”) under two master leases from us and the Preferred Care operating entities that sublease those Properties did not file for bankruptcy. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Preferred Care and determined it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. Preferred Care did not affirm our master leases and subsequently filed for Chapter 7 bankruptcy in 2019. During the fourth quarter of 2019, we entered into multiple contracts to sell the Properties, all of which were completed during the first quarter of 2020. The combined net proceeds from the sales, including the 2019 transactions, was approximately $77,900,000 resulting in a total gain of approximately $44,000,000. The Properties had a combined net book value of $35,600,000. The 21 properties sold in the first quarter of 2020, which included 2,411 beds in Arizona, Colorado, Iowa, Kansas and Texas, were sold through multiple transactions and generated net proceeds of approximately $72,100,000. These 21 properties had a combined net book value of $29,100,000 and resulted in total gain on sale of $44,043,000 which was recorded as Gain on sale of real estate, net Senior Care Centers, LLC and affiliates and subsidiaries (“Senior Care”) filed for Chapter 11 bankruptcy as a result of lease terminations from certain landlords and on-going operational challenges in December 2018. Senior Care did not pay us December 2018 rent and accordingly, in December 2018, we placed Senior Care on a cash basis. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of the straight-line rent receivable and lease incentive balance related to Senior Care and determined it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. During 2019, we received a court ordered reimbursement from Senior Care for the December 2018 unpaid rent, late fees and legal costs totaling $1,596,000. In March 2020, Senior Care emerged from bankruptcy and affirmed our master lease. Senior Care is current on all its rent, real estate property tax escrow and maintenance deposits. Senior Care is current on rent payments through July 2020. Subsequent to June 30, 2020, we consolidated our four leases with Brookdale Senior Living Communities, Inc (“Brookdale”) into one master lease and extended the term by one year to December 31, 2021. The master lease provides three renewal options consisting of a four-year renewal option, a five-year renewal option and a 10-year renewal option. The notice period for the first renewal option is January 1, 2021 to April 30, 2021. The economic terms of rent remain the same as the consolidated rent terms under the previous four separate lease agreements. The following table summarizes components of our rental income for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended Six Months Ended June 30, June 30, Rental Income 2020 2019 2020 2019 Base cash rental income $ 33,336 $ 33,019 $ 66,351 $ 66,933 Variable cash rental income 4,155 (1) 4,077 (1) 8,437 (1) 8,562 (1) Straight-line rent 634 1,275 1,473 2,513 Change in straight-line rent receivable and lease incentives due to collectibility (17,742) (2) — (17,742) (2) (1,926) Amortization of lease incentives (108) (94) (209) (181) Total $ 20,275 $ 38,277 $ 58,310 $ 75,901 (1) The variable rental income for the three and six months ended June 30, 2020, includes contingent rental income of $44 and $104 , respectively, and reimbursement of real estate taxes by our lessees of $4,111 and $8,333 , respectively. The variable rental income for the three and six months ended June 30, 2019 includes contingent rental income of $167 and $317 , respectively, and reimbursement of real estate taxes by our lessees of $3,910 and $8,245 , respectively. (2) During the second quarter of 2020, Senior Lifestyle Corporation (“Senior Lifestyle”) failed to pay full rent for May and June 2020. In accordance with ASC 842, we evaluated the collectibility of receiving substantially all of our lease payments from the Senior Lifestyle master lease through maturity and determined that we did not have the level of certainty required by the standard. Accordingly, we wrote-off $17,557 of Senior Lifestyle’s straight-line rent receivable and $185 of Senior Lifestyle’s lease incentives related to this master lease. Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements (dollar amount in thousands): Type Number of of Gross Carrying Option State Property Properties Investments Value Window California ALF/MC 2 $ 38,895 $ 36,072 2024-2029 California ALF 2 30,372 17,082 2021-TBD (1) Florida MC 1 14,340 12,720 2028-2029 Kentucky and Ohio MC 2 30,152 27,509 2028-2029 Texas MC 2 25,265 24,025 2025-2027 South Carolina ALF/MC 1 11,680 10,503 2028-2029 Total $ 150,704 $ 127,911 (1) The option window ending date will be either 24 months or 48 months after the option window commences, based on certain contingencies. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, and on March 13, 2020, the United States declared a national emergency with regard to COVID-19. As required by ASC 842, we assess the collectibility of our lease payments through maturity on a quarterly basis. At June 30, 2020, in conjunction with the rising levels of uncertainty related to the adverse effects of COVID-19, we assessed the probability of collecting substantially all of our lease payments through maturity and concluded that we did not have sufficient information available to evaluate the impact of COVID-19 on the collectibility of our lease payments. The extent to which COVID-19 could impact our operators and the collectibility of our future lease payments will depend on the future developments including the financial impact significance and the duration of the pandemic. We will continue to evaluate the collectibility of our lease payments through maturity on a quarterly basis, including the financial impact of COVID-19. If we determine that we do not have the level of collectibility certainty required by ASC 842 related to certain operators, all or a portion of our straight- line rent receivable and other lease receivables will be written-off. In recognition of the unique conditions affecting our operators, we have agreed to rent deferrals for certain operators totaling $930,000, approximately 2% of contractual rent, for April through June 2020. Additionally, we granted deferred rent of $80,000 for July 2020. Through July 2020, we have received $347,000 of deferred rent payments. The remaining $663,000 balance of deferred rent is due to LTC over the next 24 months or upon the operators’ receipt of government funds from the U.S. Coronavirus Aid, Relief, and Economic Security ACT (the “CARES Act”). Acquisitions and Developments: The following table summarizes our acquisitions for the six months ended June 30, 2020 and 2019 (dollar amounts in thousands): Total Number Number Purchase Transaction Acquisition of of Year Type of Property Price Costs (1) Costs Properties Beds/Units 2020 Skilled Nursing (2) $ 13,500 $ 81 $ 13,581 1 140 2019 Assisted Living (3) $ 16,719 $ 176 $ 16,895 1 74 Land (4) 110 26 136 — — Total $ 16,829 $ 202 $ 17,031 1 74 (1) Represents cost associated with our acquisitions; however, upon adoption of ASU 2017-01, our acquisitions meet the definition of an asset acquisition resulting in capitalization of transaction costs to the properties’ basis. For our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Transaction costs per our Consolidated Statements of Income and Comprehensive Income represents current and prior year transaction costs due to timing and terminated transactions. (2) We acquired a SNF located in Texas. (3) We entered into a joint venture (“ JV”) (consolidated on our financial statements) to purchase an existing operational 74 -unit ALF/MC community. The non-controlling partner contributed $919 of equity and we contributed $15,971 in cash. Our economic interest in the real estate JV is approximately 95% . (4) We acquired a parcel of land adjacent to an existing SNF in California. During he following in development and improvement projects (in thousands) : 2020 2019 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ 4,487 $ 3,039 $ 8,520 $ 893 Skilled Nursing Centers 5,861 14 4,492 — Other — — — 175 Total $ 10,348 $ 3,053 $ 13,012 $ 1,068 Completed Developments. (dollar amounts in thousands): Number Type Number of of of Total Year Type of Project Properties Property Beds/Units State Investment 2020 Development 1 ALF/MC 78 Oregon (1) $ 18,443 Total 1 78 $ 18,443 2019 Development 1 SNF 143 Kentucky $ 24,493 Development 1 ILF/ALF/MC 110 Wisconsin 21,872 Total 2 253 $ 46,365 (1) Certificate of occupancy was received in March 2020, however, due to the COVID-19 pandemic, we have consented to delay the opening of this community to a later date to be determined. Properties Sold. (dollar amounts in thousands): Type Number Number of of of Sales Carrying Net Year State Properties Properties Beds/Units Price Value Gain 2020 N/A N/A — — $ — $ — $ 102 (1) Arizona SNF 1 194 12,550 2,229 10,292 Colorado SNF 3 275 15,000 4,271 10,364 Iowa SNF (2) 7 544 14,500 4,886 9,005 Kansas SNF 3 250 9,750 7,438 1,993 Texas SNF 7 1,148 23,000 10,260 12,287 Total 2020 (3) 21 2,411 $ 74,800 $ 29,084 $ 44,043 2019 N/A N/A — — $ — $ — $ 500 (4) ( (1) Gain recognized from the $90 repayment of a holdback related to a property sold during the fourth quarter of 2019 and the reassessment adjustment of $12 from the holdback under the expected value model per ASC Topic 606, Contracts with Customers (“ASC 606”). (2) This transaction includes a holdback of $838 which is held in an interest-bearing account with an escrow holder on behalf of the buyer for potential specific losses. Using the expected value model per ASC 606, we estimated and recorded the holdback value of $471 . During the six months ended June 30, 2020, we received $150 of the holdback. We reassessed the holdback under the expected value model and recorded an additional gain of $91 . (3) Properties sold within the Preferred Care portfolio. (4) Gain recognized from the repayment of a holdback related to a portfolio of six ALFs sold during the second quarter of 2018. Mortgage Loans. (dollar amounts in thousands) Type Percentage Number of Investment Gross of of SNF per Interest Rate (1) Maturity Investment Property Investment Loans (2) Properties (3) Beds Bed/Unit 9.9% 2043 $ 185,657 SNF 71.8 % 1 15 1,941 $ 95.65 9.2% 2045 38,443 SNF 14.8 % 1 4 501 $ 76.73 9.4% 2045 19,624 SNF 7.6 % 1 2 205 $ 95.73 9.6% 2045 14,925 SNF 5.8 % 1 1 157 $ 95.06 Total $ 258,649 100.0 % 4 22 2,804 $ 92.24 (1) The majority of the mortgage loans provide for annual increases in the interest rate after a certain time period increasing by 2.25% . (2) Some loans contain certain guarantees, provide for certain facility fees and the majority of the mortgage loans have a 30-year term. (3) The properties securing these mortgage loans are located in one state and are operated by one operator. The following table summarizes our mortgage loan activity for the six months ended June 30, 2020 and 2019 (in thousands): 2020 2019 Originations and funding under mortgage loans receivable $ 2,557 $ 9,736 Scheduled principal payments received (565) (565) Mortgage loan premium amortization (2) (2) Provision for loan loss reserve (20) (92) Net increase in mortgage loans receivable $ 1,970 $ 9,077 |