Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 22, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 1-11314 | |
Entity Registrant Name | LTC PROPERTIES INC | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 71-0720518 | |
Entity Address, Address Line One | 2829 Townsgate Road, Suite 350 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | 805 | |
Local Phone Number | 981-8655 | |
Title of 12(b) Security | Common stock, $.01 par value | |
Trading Symbol | LTC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,364,622 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000887905 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Investments: | ||
Land | $ 126,331,000 | $ 127,774,000 |
Buildings and improvements | 1,314,707,000 | 1,324,227,000 |
Accumulated depreciation and amortization | (354,623,000) | (349,643,000) |
Operating real estate property, net | 1,086,415,000 | 1,102,358,000 |
Properties held-for-sale, net of accumulated depreciation: 2021-$3,512; 2020-$0 | 4,512,000 | |
Real property investments, net | 1,090,927,000 | 1,102,358,000 |
Mortgage loans receivable, net of loan loss reserve: 2021-$2,592; 2020-$2,592 | 257,282,000 | 257,251,000 |
Real estate investments, net | 1,348,209,000 | 1,359,609,000 |
Notes receivable, net of loan loss reserve: 2021-$137; 2020-$146 | 13,577,000 | 14,465,000 |
Investments in unconsolidated joint ventures | 19,340,000 | 11,340,000 |
Investments, net | 1,381,126,000 | 1,385,414,000 |
Other assets: | ||
Cash and cash equivalents | 8,201,000 | 7,772,000 |
Debt issue costs related to bank borrowings | 1,104,000 | 1,324,000 |
Interest receivable | 34,491,000 | 32,746,000 |
Straight-line rent receivable | 24,377,000 | 24,452,000 |
Lease incentives | 2,349,000 | 2,462,000 |
Prepaid expenses and other assets | 3,655,000 | 5,316,000 |
Total assets | 1,455,303,000 | 1,459,486,000 |
LIABILITIES | ||
Bank borrowings | 106,900,000 | 89,900,000 |
Senior unsecured notes, net of debt issue costs: 2021-$619; 2020-$658 | 552,521,000 | 559,482,000 |
Accrued interest | 3,347,000 | 4,216,000 |
Accrued expenses and other liabilities | 27,764,000 | 30,082,000 |
Total liabilities | 690,532,000 | 683,680,000 |
Stockholders' equity: | ||
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2021-39,362; 2020-39,242 | 394,000 | 392,000 |
Capital in excess of par value | 851,150,000 | 852,780,000 |
Cumulative net income | 1,402,537,000 | 1,388,775,000 |
Cumulative distributions | (1,497,714,000) | (1,474,545,000) |
Total LTC Properties, Inc. stockholders' equity | 756,367,000 | 767,402,000 |
Non-controlling interests | 8,404,000 | 8,404,000 |
Total equity | 764,771,000 | 775,806,000 |
Total liabilities and equity | $ 1,455,303,000 | $ 1,459,486,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Properties held-for-sale, accumulated depreciation | $ 3,512 | $ 0 |
Mortgage loans receivable, loan loss reserve | 2,592 | 2,592 |
Notes receivable, loan loss reserve | $ 137 | $ 146 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000 | 60,000 |
Common stock, shares issued | 39,362 | 39,242 |
Common stock, shares outstanding | 39,362 | 39,242 |
Senior Unsecured Notes | ||
Debt issue costs, net | $ 619 | $ 658 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Rental income | $ 31,973 | $ 38,035 |
Interest income from mortgage loans | 7,922 | 7,777 |
Interest and other income | 385 | 598 |
Total revenues | 40,280 | 46,410 |
Expenses: | ||
Interest expense | 6,972 | 7,710 |
Depreciation and amortization | 9,877 | 9,669 |
(Recovery) provision for doubtful accounts | (9) | 1 |
Transaction costs | 92 | 70 |
Property tax expense | 3,981 | 4,223 |
General and administrative expenses | 5,033 | 5,100 |
Total expenses | 25,946 | 26,773 |
Other operating income: | ||
(Loss) gain on sale of real estate, net | (773) | 43,854 |
Operating income | 13,561 | 63,491 |
Income from unconsolidated joint ventures | 289 | 231 |
Net income | 13,850 | 63,722 |
Income allocated to non-controlling interests | (88) | (89) |
Net income attributable to LTC Properties, Inc. | 13,762 | 63,633 |
Income allocated to participating securities | (120) | (263) |
Net income available to common stockholders | $ 13,642 | $ 63,370 |
Earnings per common share: | ||
Basic (in dollars per share) | $ 0.35 | $ 1.60 |
Diluted (in dollars per share) | $ 0.35 | $ 1.60 |
Weighted average shares used to calculate earnings per common share: | ||
Basic (in shares) | 39,100 | 39,539 |
Diluted (in shares) | 39,179 | 39,541 |
Dividends declared and paid per common share | $ 0.57 | $ 0.57 |
Comprehensive Income: | ||
Net income | $ 13,850 | $ 63,722 |
Comprehensive income | $ 13,850 | $ 63,722 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Parent | Common Stock | Capital in Excess of Par Value | Cumulative Net Income | Cumulative Distributions | Non-controlling Interests | Total |
Balance at beginning of period at Dec. 31, 2019 | $ 776,943 | $ 398 | $ 867,346 | $ 1,293,482 | $ (1,384,283) | $ 8,483 | $ 785,426 |
Balance (in shares) at Dec. 31, 2019 | 39,752 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,581) | (22,581) | (22,581) | ||||
Vesting of performance-based stock units, including the payment of distributions | (586) | (586) | (586) | ||||
Vesting of performance-based stock units, including the payment of distributions (in shares) | 82 | ||||||
Issuance of restricted stock | $ 1 | (1) | |||||
Issuance of restricted stock (in shares) | 76 | ||||||
Repurchase of common stock | (18,012) | $ (6) | (18,006) | (18,012) | |||
Repurchase of common stock (in shares) | (616) | ||||||
Stock-based compensation expense | 1,777 | 1,777 | 1,777 | ||||
Net income | 63,633 | 63,633 | 89 | 63,722 | |||
Non-controlling interest distributions | (146) | (146) | |||||
Other | (3,545) | $ (1) | (3,544) | (3,545) | |||
Other (in shares) | (76) | ||||||
Balance at end of period at Mar. 31, 2020 | 797,629 | $ 392 | 847,572 | 1,357,115 | (1,407,450) | 8,426 | 806,055 |
Balance (in shares) at Mar. 31, 2020 | 39,218 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,359) | (22,359) | (22,359) | ||||
Issuance of restricted stock | (7) | (7) | (7) | ||||
Issuance of restricted stock (in shares) | 25 | ||||||
Stock-based compensation expense | 1,761 | 1,761 | 1,761 | ||||
Net income | 1,870 | 1,870 | 82 | 1,952 | |||
Non-controlling interest distributions | (97) | (97) | |||||
Balance at end of period at Jun. 30, 2020 | 778,894 | $ 392 | 849,326 | 1,358,985 | (1,429,809) | 8,411 | 787,305 |
Balance (in shares) at Jun. 30, 2020 | 39,243 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,368) | (22,368) | (22,368) | ||||
Stock-based compensation expense | 1,693 | 1,693 | 1,693 | ||||
Net income | 12,217 | 12,217 | 121 | 12,338 | |||
Non-controlling interest distributions | (128) | (128) | |||||
Other | (19) | (19) | (19) | ||||
Other (in shares) | (1) | ||||||
Balance at end of period at Sep. 30, 2020 | 770,417 | $ 392 | 851,000 | 1,371,202 | (1,452,177) | 8,404 | 778,821 |
Balance (in shares) at Sep. 30, 2020 | 39,242 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,368) | (22,368) | (22,368) | ||||
Issuance of restricted stock | (1) | (1) | (1) | ||||
Stock-based compensation expense | 1,781 | 1,781 | 1,781 | ||||
Net income | 17,573 | 17,573 | 92 | 17,665 | |||
Non-controlling interest distributions | (92) | (92) | |||||
Balance at end of period at Dec. 31, 2020 | 767,402 | $ 392 | 852,780 | 1,388,775 | (1,474,545) | 8,404 | 775,806 |
Balance (in shares) at Dec. 31, 2020 | 39,242 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,405) | (22,405) | (22,405) | ||||
Vesting of performance-based stock units, including the payment of distributions | (764) | $ 1 | (1) | (764) | (764) | ||
Vesting of performance-based stock units, including the payment of distributions (in shares) | 109 | ||||||
Stock-based compensation expense | 1,852 | 1,852 | 1,852 | ||||
Net income | 13,762 | 13,762 | 88 | 13,850 | |||
Non-controlling interest distributions | (88) | (88) | |||||
Cash paid for taxes in lieu of common shares | (3,470) | (3,470) | (3,470) | ||||
Cash paid for taxes in lieu of common shares (in shares) | (84) | ||||||
Other | (10) | $ 1 | (11) | (10) | |||
Other (in shares) | 95 | ||||||
Balance at end of period at Mar. 31, 2021 | $ 756,367 | $ 394 | $ 851,150 | $ 1,402,537 | $ (1,497,714) | $ 8,404 | $ 764,771 |
Balance (in shares) at Mar. 31, 2021 | 39,362 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
CONSOLIDATED STATEMENTS OF EQUITY | |||||
Common Stock cash distributions | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | |||||
Net income | $ 13,850 | $ 17,665 | $ 1,952 | $ 63,722 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 9,877 | 9,669 | |||
Stock-based compensation expense | 1,852 | 1,777 | |||
Loss (gain) on sale of real estate, net | 773 | (43,854) | |||
Income from unconsolidated joint ventures | (289) | (231) | |||
Income distributions from unconsolidated joint ventures | 164 | 231 | |||
Straight-line rental income | (682) | (839) | |||
Adjustment for collectibility of rental income and lease incentives | 758 | ||||
Lease incentives funded | (13) | ||||
Amortization of lease incentives | 112 | 101 | |||
(Recovery) provision for doubtful accounts | (9) | 1 | |||
Other non-cash items, net | 260 | 256 | |||
Increase in interest receivable | (1,745) | (1,511) | |||
Decrease in accrued interest payable | (869) | (1,480) | |||
Net change in other assets and liabilities | (2,793) | (3,975) | |||
Net cash provided by operating activities | 21,259 | 23,854 | |||
INVESTING ACTIVITIES: | |||||
Investment in real estate properties | (13,581) | ||||
Investment in real estate developments | (4,854) | ||||
Investment in real estate capital improvements | (1,044) | (1,119) | |||
Capitalized interest | (191) | ||||
Proceeds from sale of real estate, net | 1,765 | 71,905 | |||
Investment in real estate mortgage loans receivable | (158) | (366) | |||
Principal payments received on mortgage loans receivable | 125 | 65 | |||
Investments in unconsolidated joint ventures | (5,676) | (58) | |||
Advances and originations under notes receivable | (1,656) | (141) | |||
Principal payments received on notes receivable | 2,553 | ||||
Net cash (used in) provided by investing activities | (4,091) | 51,660 | |||
FINANCING ACTIVITIES: | |||||
Bank borrowings | 17,000 | 24,000 | |||
Repayment of bank borrowings | (28,000) | ||||
Principal payments on senior unsecured notes | (7,000) | ||||
Stock repurchase plan | (18,012) | ||||
Distributions paid to stockholders | (23,169) | (23,167) | |||
Distributions paid to non-controlling interests | (88) | (146) | |||
Cash paid for taxes in lieu of shares upon vesting of restricted stock and performance-based stock units | (3,470) | (3,545) | |||
Other | (12) | ||||
Net cash used in financing activities | (16,739) | (48,870) | |||
Increase in cash, cash equivalents and restricted cash | 429 | 26,644 | |||
Cash, cash equivalents and restricted cash, beginning of period | 7,772 | $ 30,888 | 4,244 | $ 4,244 | |
Cash, cash equivalents and restricted cash, end of period | 8,201 | $ 7,772 | 30,888 | $ 7,772 | |
Supplemental disclosure of cash flow information: | |||||
Interest paid | 7,582 | 8,935 | |||
Non-cash investing and financing transactions: | |||||
Reclassification of notes receivable to lease incentives | $ 300 | ||||
Preferred return reserve related to investment in unconsolidated joint ventures | $ 2,324 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
General | |
General | 1. Genera l LTC Properties, Inc., a health care real estate investment trust (“REIT”), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision-making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), assisted living communities (“ALF”), independent living communities (“ILF”), memory care communities (“MC”) and combinations thereof. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment. We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results for a full year. No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally may be elected over time through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through March 31, 2021, but will continue to evaluate the possible adoption (including potential impact) of any such expedients or exceptions during the effective period as circumstances evolve. |
Real Estate Investments
Real Estate Investments | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate Investments | |
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 March 31, 2021 (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 $ 877,233 60.5 % 106 — 6,103 $ 143.74 Skilled Nursing 560,469 38.7 % 51 6,277 212 $ 86.37 Other (2) 11,360 0.8 % 1 118 — — Total $ 1,449,062 100.0 % 158 6,395 6,315 (1) We own properties in 27 states that are leased to 30 different operators. (2) 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) 2021 $ 104,798 2022 144,536 2023 130,486 2024 131,146 2025 116,304 Thereafter 507,382 (1) Represents contractual cash rent, except for certain master leases which are based on estimated cash payments. We monitor the collectability of our receivable balances, including deferred rent receivable balances, on an ongoing basis. We write-off uncollectible operator receivable balances, including straight line rent receivable balances, as a reduction to rental income in the period such balances are no longer probable of being collected. Therefore, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a “straight-line” basis for those customer receivable balances deemed uncollectible. As of March 31, 2021, we have 16 operators that are being accounted for on a “cash-basis”. We wrote-off straight-line rent receivable of $758,000 and $0 for the three months ended March 31, 2021 and 2020, respectively. We continue to take into account the current financial condition of our operators, including consideration of the impact of COVID-19, in our estimation of our uncollectible accounts and deferred rents receivable at March 31, 2021. We are closely monitoring the collectability of such rents and will adjust future estimations as appropriate as further information becomes known. The following table summarizes components of our rental income for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, Rental Income 2021 2020 Base cash rental income $ 28,623 (1) $ 33,015 Variable cash rental income 3,538 (2) 4,282 (2) Straight-line rent 682 (3) 839 Adjustment for collectability of rental income and lease incentives (758) (4) — Amortization of lease incentives (112) (101) Total $ 31,973 $ 38,035 (1) Decreased primarily due to reduction of rent from Senior Lifestyle and abated and deferred rent partially offset by increased rent from acquisitions and completion of development projects and contractual rent increases. (2) The variable rental income for the three months ended March 31, 2021, includes reimbursement of real estate taxes by our lessees of $3,538 . The variable rental income for the three months ended March 31, 2020 includes contingent rental income of $60 and $4,222 related to reimbursement of real estate taxes by our lessees. (3) Decreased due to more leases accounted for on a cash basis and normal amortization partially offset by increases due to a 50% reduction in 2021 rent escalations for those leases accounted for on a straight-line basis. (4) Represents a straight-line rent receivable write-off. 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 $ 35,366 2024-2029 California ALF 2 31,037 17,033 2021-TBD (1) Florida MC 1 14,986 13,076 2028-2029 Kentucky and Ohio MC 2 30,342 27,116 2028-2029 Texas MC 2 25,265 23,560 2025-2027 South Carolina ALF/MC 1 11,680 10,067 2028-2029 Total $ 152,205 $ 126,218 (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. At March 31, 2021, in conjunction with the continued 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, government support and subsidies and the duration of the pandemic. In recognition of the pandemic impact affecting our operators, we have agreed to rent abatements totaling $600,000 and rent deferrals for certain operators totaling $1,144,000 during the first quarter of 2021. The $1,743,000 in rent abatements and deferrals during the three months ended March 31, 2021, represented approximately 4% of our first quarter of 2021 contractual rent. Additionally, we reduced 2021 rent and interest escalations by 50% to support eligible operators during the continuing COVID-19 crisis. The rent and interest escalation reductions were given in the form of a rent and interest credit in recognition of operators’ increased costs due to COVID-19. We have elected to recognize the rent credits given to the eligible operators where we accrue rent on a straight-line basis over the remaining life of those respective leases. During the first quarter of 2021, we recognized a decrease of $292,000 of GAAP revenue and $1,200,000 in funds available for distribution. Acquisitions and Developments: The following table summarizes our acquisitions for the three months ended March 31, 2021 and 2020 (dollar amounts in thousands): Total Number Number Purchase Transaction Acquisition of of Year Type of Property Price Costs Costs Properties Beds/Units 2021 n/a $ — $ — $ — — — 2020 Skilled Nursing (1) $ 13,500 $ 81 $ 13,581 1 140 (1) We acquired a SNF located in Texas. During he following in development and improvement projects (in thousands) : Three Months Ended March 31, 2021 2020 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ — $ 1,044 $ 2,386 $ 1,116 Skilled Nursing Centers — — 2,468 3 Total $ — $ 1,044 $ 4,854 $ 1,119 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 $ 18,447 Properties Sold. (dollar amounts in thousands): Type Number Number of of of Sales Carrying Net Year State Properties Properties Beds/Units Price Value (Loss) gain (1) 2021 Florida ALF 1 — $ 2,000 $ 2,625 $ (861) n/a n/a — — — — 88 (2) (3) Total 2021 1 — $ 2,000 $ 2,625 $ (773) 2020 Arizona SNF 1 194 $ 12,550 $ 2,229 $ 10,293 Colorado SNF 3 275 15,000 4,271 10,365 Iowa SNF (3) 7 544 14,500 4,886 8,914 Kansas SNF 3 250 9,750 7,438 1,994 Texas SNF 7 1,148 23,000 10,260 12,288 Total 2020 21 2,411 $ 74,800 $ 29,084 $ 43,854 ( (1) Calculation of net (loss) gain includes cost of sales. (2) We recognized additional gain due to the reassessment adjustment of the holdbacks related to properties sold during 2019 and 2020, under the expected value model per ASC Topic 606, Contracts with Customers (“ASC 606”). (3) One of the transactions 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. During 2020, we received $150 of the holdback. The remaining holdback expires in March 2022. Using the expected value model per ASC 606, we estimated and recorded the holdback value of $471 at closing. Properties held-for-sale. (dollar amounts in thousands): Type Number Number of of of Gross Accumulated State Property Properties Beds/units Investment Depreciation 2021 WA SNF 1 123 $ 8,024 $ 3,512 2020 n/a n/a — — $ — $ — 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 10.1% 2043 $ 186,362 SNF 71.7 % 1 15 1,941 $ 96.01 9.3% 2045 38,862 SNF 15.0 % 1 4 501 $ 77.57 9.4% 2045 19,750 SNF 7.6 % 1 2 205 $ 96.34 9.6% 2045 14,900 SNF 5.7 % 1 1 157 $ 94.90 Total $ 259,874 100.0 % 4 22 2,804 $ 92.68 (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 three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Originations and funding under mortgage loans receivable $ 158 $ 366 Scheduled principal payments received (125) (65) Mortgage loan premium amortization (2) (1) Provision for loan loss reserve — (3) Net increase in mortgage loans receivable $ 31 $ 297 We apply , Measurement of Credit Losses on Financial Instruments . As of March 31, 2021, the accrued interest receivable of $34,491,000 was not included in the measurement of expected credit losses on the mortgage loan receivable and notes receivable (see Note 4). We elected not to measure an allowance for expected credit losses on the related accrued interest receivable using the expected credit loss standard. Rather, we have elected to write-off accrued interest receivable by reversing interest income and/or recognizing credit loss expense as incurred. We review the collectability of the accrued interest receivable quarterly as part of our review of the mortgage loan or notes receivables including the performance of the underlying collateral. For the three months ended March 31, 2021 and 2020, the Company did not write-off any accrued interest receivable. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures | 3 Months Ended |
Mar. 31, 2021 | |
Investment in Unconsolidated Joint Ventures | |
Investment in Unconsolidated Joint Ventures | 3. Investment in Unconsolidated Joint Ventures We had a preferred equity investment in an unconsolidated joint venture (“JV”) that owned four communities located in Arizona, providing independent living, assisted living and memory care services. During 2020, the JV sold the four properties comprising the JV (“Properties”) and received liquidation proceeds totaling $17,848,000 and incurred $758,000 of losses. During 2020, we provided preferred capital contribution commitments to two joint ventures (“JVs”). We determined that each of these JVs meets the accounting criteria to be considered a variable interest entity (“VIE”). We are not the primary beneficiary of the JVs as we do not have the power to direct the activities that most significantly affect the JVs’ economic performance. However, we do have significant influence over the JVs. Therefore, we have accounted for the JVs using the equity method of accounting. The following table provides information regarding these preferred equity investments (dollar amounts in thousands): Type Type Total Contractual Number of of Preferred Cash of Investment Carrying State Properties Investment Return Portion Beds/ Units Commitment Value Washington UDP Preferred Equity (1) 12 % 7 % — $ — (1) $ 6,340 (1) Washington UDP Preferred Equity (2) 12 % 8 % — — (2) 13,000 (2) Total — $ — $ 19,340 (1) Invested $6,340 of preferred equity in an entity that will develop and own a 95 -unit ALF and MC in Washington and withheld $1,425 as a reserve. Our investment represents 15.5% of the estimated total investment. The preferred equity investment earns an initial cash rate of 7% increasing to 9% in year four until the internal rate of return (“IRR”) is 8% . After achieving an 8% IRR, the cash rate drops to 8% until achieving an IRR ranging between 12% to 14% . (2) Invested $13,000 of preferred equity in an entity that will develop and own a 267 -unit ILF and ALF in Washington and withheld $3,777 as a reserve. Our investment represents 11.6% of the estimated total investment. The preferred equity investment earns an initial cash rate of 8% until achieving an IRR ranging between 12% and 14% . The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures for the three months ended March 31, 2021 and 2020 (in thousands): Type of Capital Income Cash Interest Year Properties Contribution Recognized Earned 2021 UDP (1) $ — (1) $ 112 (1) $ 75 (1) UDP (2) 8,000 (2) 177 (2) 89 (2) Total $ 8,000 $ 289 $ 164 2020 ALF/MC/ILF (3) $ 58 (3) $ 231 (3) $ 231 (3) Total $ 58 $ 231 $ 231 (1) During 2020, we provided a total preferred equity investment of $6,340 to a JV for the development of a 95 -unit ALF and MC. (2) During the first quarter of 2021, we funded the remaining $8,000 related to a $13,000 preferred equity investment commitment in an entity that will develop and own a 267 -unit ILF and ALF in Washington. (3) Relates to our preferred equity investment in Arizona discussed above. During 2020, the properties comprising the JV were sold. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Notes Receivable. | |
Notes Receivable | 4. Notes Receivable Notes receivable consists of mezzanine loans and other loan arrangements. The following table is a summary of our notes receivable components as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Mezzanine loans $ 7,461 $ 8,445 Other loans 6,253 6,166 Notes receivable loan loss reserve (137) (146) Total $ 13,577 $ 14,465 The following table summarizes our notes receivable activity for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Advances under notes receivable $ 1,656 (1) $ 141 Principal payments received under notes receivable (2,553) — Reclassified to lease incentives — (300) (2) Notes receivable loan loss reserve 9 1 Net decrease $ (888) $ (158) (1) Funding under working capital notes with interest ranging between 5% and 8% and maturities between 2022 and 2027. (2) Represents interim working capital loans related to development projects which matured upon completion of the development projects and commencement of the master leases. |
Lease Incentives
Lease Incentives | 3 Months Ended |
Mar. 31, 2021 | |
Lease Incentives | |
Lease Incentives | 5. Lease Incentives Our lease incentive balances at March 31, 2021 and December 31, 2020 are as follows (in thousands): March 31, 2021 December 31, 2020 Non-contingent lease incentives $ 2,349 $ 2,462 The following table summarizes our lease incentives activity for the three months ended March 31, 2021 and 2020 (in thousands) 2021 2020 Funding Amortization Funding Amortization Reclassification Non-contingent lease incentives $ — $ (112) $ 13 $ (101) $ 300 (1) (1) We reclassified a $300 interim working capital loan as lease incentive. See Note 4. Notes Receivable for further discussion. Non-contingent lease incentives represent payments made to our lessees for various reasons including entering into a new lease or lease amendments and extensions. Contingent lease incentives represent potential contingent earn-out payments that may be made to our lessees in the future, as part of our lease agreements. From time to time, we may commit to provide contingent payments to our lessees, upon our properties achieving certain rent coverage ratios. Once the contingent payment becomes probable and estimable, the contingent payment is recorded as a lease incentive. Lease incentives are amortized as a yield adjustment to rental income over the remaining life of the lease. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Debt Obligations | |
Debt Obligations | 6. Debt Obligations Bank Borrowings. We have an unsecured credit agreement that provides for a revolving aggregate commitment of the lenders of up to $600,000,000 with the opportunity to increase the commitment size of the credit agreement up to a total of $1,000,000,000 . The unsecured credit agreement matures on June 27, 2022 and provides for a one-year extension option at our discretion, subject to customary conditions. Based on our leverage at March 31, 2021, the facility provides for interest annually at LIBOR plus 115 basis points and a facility fee of 20 basis points. At March 31, 2021, we were in compliance with all covenants. Senior Unsecured Notes. The debt obligations by component as of March 31, 2021 and December 31, 2020 are as follows ( dollar amounts in thousands): At March 31, 2021 At December 31, 2020 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings (2) 1.30% $ 106,900 $ 493,100 $ 89,900 $ 510,100 Senior unsecured notes, net of debt issue costs 4.37% 552,521 — 559,482 — Total 3.87% $ 659,421 $ 493,100 $ 649,382 $ 510,100 (1) Represents weighted average of interest rate as of March 31, 2021. (2) Subsequent to March 31, 2021, we paid down $5,000 under our unsecured revolving line of credit. Accordingly, we have $101,900 outstanding and $498,100 available for borrowing under our unsecured revolving line of credit at April 29, 2021. Our borrowings and repayments are as follows (in thousands): Three Months Ended March 31, 2021 2020 Debt Obligations Borrowings Repayments Borrowings Repayments Bank borrowings $ 17,000 $ — (1) $ 24,000 $ (28,000) Senior unsecured notes — (7,000) — — Total $ 17,000 $ (7,000) $ 24,000 $ (28,000) (1) Subsequent to March 31, 2021, we paid down $5,000 under our unsecured revolving line of credit. Accordingly, we have $101,900 outstanding and $498,100 available for borrowing under our unsecured revolving line of credit at April 29, 2021. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity | |
Equity | 7. Equity Non-controlling Interests. As of March 31, 2021, we have the following consolidated VIEs (in thousands): Gross Investment Property Consolidated Non-Controlling Year Purpose Type State Assets Interests 2019 Owned real estate ALF/MC VA $ 16,895 $ 919 2018 Owned real estate ILF OR 14,400 2,858 2018 Owned real estate and development ALF/MC OR 18,447 1,081 2017 Owned real estate and development ILF/ALF/MC WI 22,007 2,305 2017 Owned real estate ALF/MC SC 11,680 1,241 Total $ 83,429 $ 8,404 Common Stock. During the three months ended March 31, 2021 and 2020, we acquired 84,616 shares and 76,067 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Stock Repurchase Plan. Available Shelf Registration. Distributions. (in thousands) Three Months Ended March 31, 2021 2020 Declared Paid Declared Paid Common Stock (1) $ 23,169 (2) $ 23,169 (2) $ 23,167 (3) $ 23,167 (3) (1) Represents $0.19 per share per month for the three months ended March 31, 2021 and 2020 . (2) Includes $764 of distributions that were paid as a result of the vesting of performance-based stock units. (3) Includes $586 of distributions that were paid as a result of the vesting of performance-based stock units. In April 2021, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April , May and June 2021, payable on April 30 , May 28 , and June 30 , 2021, respectively, to stockholders of record on April 22 , May 20 , and June 22 , 2021, respectively. Stock-Based Compensation Under our 2015 Equity Participation Plan (“the 2015 Plan”), 1,400,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion. At March 31, 2021 , we had 15,000 stock options outstanding and exercisable. During the three months ended March 31, 2021 and 2020 , no stock options were granted or exercised. The following table summarizes our restricted stock activity for the three months ended March 31, 2021 and 2020 : Three Months Ended March 31, 2021 2020 Outstanding, January 1 180,440 163,569 Granted 95,293 76,464 Vested (78,482) (74,981) Outstanding, March 31 197,251 165,052 D uring the three months ended March 31, 2021 and 2020, we granted 71,892 and 66,027 , respectively, of performance-based stock units. Additionally, during the three months ended March 31, 2021 and 2020, the number of vested performance-based stock units were 108,720 and 81,574 , respectively. During the three months ended March 31, 2021 and 2020 , we granted restricted stock and performance-based stock units under the 2015 Plan as follows: No. of Price per Year Shares/Units (1) Share Vesting Period 2021 95,293 $ 42.27 ratably over 3 years 71,892 $ 42.27 TSR targets (2) 167,185 2020 76,464 $ 48.95 ratably over 3 years 66,027 $ 49.98 TSR targets (2) 142,491 (1) Subsequent to March 31, 2021, we granted 3,000 shares of restricted stock at $43.14 per share vesting over one year . (2) Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years . Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2021 and 2020 were $1,852,000 and $1,777,000 , respectively. At March 31, 2021 , the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands): Remaining Compensation Vesting Date Expense 2021 $ 5,534 2022 5,216 2023 2,855 2023 303 Total $ 13,908 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies At March 31, 2021, we had commitments as follows (in thousands): Total Investment 2021 Commitment Remaining Commitment Funding Funded Commitment Real estate properties Note 2. Real Estate Investments $ 16,085 (1) $ 829 $ 8,176 $ 7,909 Accrued incentives and earn-out liabilities (Note 5. Lease Incentives) 9,000 — — 9,000 Mortgage loans ( Note 2. Real Estate Investments 21,000 (2) 32 3,413 17,587 Notes receivable ( Note 4. Notes Receivable 1,845 353 1,090 755 Total $ 47,930 $ 1,214 $ 12,679 $ 35,251 (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) Represents $3,000 of commitments to expand and renovate the seniors housing and health care properties securing the mortgage loans and $18,000 represents contingent funding upon the borrower achieving certain coverage ratios. Also, some of our lease agreements provide purchase options allowing the lessee to purchase the properties they currently lease from us. See Note 2. Real Estate Investments We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims. |
Major Operators
Major Operators | 3 Months Ended |
Mar. 31, 2021 | |
Major Operators | |
Major Operators | 9. Major Operators We have one operator that derives 10% or more of our combined rental revenue and interest income from mortgage loans. The following table sets forth information regarding our major operator as of March 31, 2021: Number of Number of Percentage of SNF ALF Total Total Operator SNF ALF Beds Units Revenue (1) Assets (2) Prestige Healthcare (3) 24 — 2,922 93 20.6 % 18.3 % (1) Includes rental income from owned properties and interest income from mortgage loans as of March 31, 2021 and excludes variable rental income from lessee reimbursement and sold properties. (2) Represents the net carrying value of the properties divided by the Total assets on the Consolidated Balance Sheets. (3) The majority of the revenue derived from this operator relates to interest income from mortgage loans. Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, impact upon services or occupancy levels due to COVID-19, or in the event any such operator does not renew and/or extend its relationship with us. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per Share | |
Earnings per Share | 10. Earnings per Share The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts For the three months ended March 31, 2021 2020 Net income $ 13,850 $ 63,722 Less income allocated to non-controlling interests (88) (89) Less income allocated to participating securities: Non-forfeitable dividends on participating securities (120) (94) Income allocated to participating securities — (169) Total net income allocated to participating securities (120) (263) Net income available to common stockholders 13,642 63,370 Effect of dilutive securities: Participating securities (1) — — Net income for diluted net income per share $ 13,642 $ 63,370 Shares for basic net income per share 39,100 39,539 Effect of dilutive securities: Stock options 1 2 Performance-based stock units 78 — (2) Participating securities (1) — — Total effect of dilutive securities 79 2 Shares for diluted net income per share 39,179 39,541 Basic net income per share $ 0.35 $ 1.60 Diluted net income per share $ 0.35 $ 1.60 (1) For the three months ended March 31, 2021, and 2020, the participating securities have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive. (2) At March 31, 2020, no performance-based stock units would be earned based on TSR targets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 11. Fair Value Measurements In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities. The carrying amount of cash and cash equivalents, prepaid expenses and other assets, accrued interest, accrued expenses and other liabilities approximates fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and fair value of our financial instruments as of March 31, 2021 and December 31, 2020 assuming election of fair value for our financial assets and financial liabilities were as follows ( in thousands ): At March 31, 2021 At December 31, 2020 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ 257,282 $ 301,097 (1) $ 257,251 $ 299,751 (1) Notes receivable 13,577 13,410 (2) 14,465 13,893 (2) Bank borrowings 106,900 106,900 (3) 89,900 89,900 (3) Senior unsecured notes, net of debt issue costs 552,521 573,095 (4) 559,482 560,140 (4) (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at March 31, 2021 and December 31, 2020 was 10.0% . (2) Our investments in notes receivable are classified as Level 3. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash flows of the notes receivable at March 31, 2021 and December 31, 2020, were 6.0% and 6.6% , respectively. (3) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at March 31, 2021 and December 31, 20 20 based upon prevailing market interest rates for similar debt arrangements. (4) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At March 31, 2021 , the discount rate used to value our future cash outflow of our senior unsecured notes was 3.25% for those maturing before year 2026 and 3.50% for those maturing at or beyond year 2026. At December 31, 2020, the discount rate used to value our future cash outflow of our senior unsecured notes was 3.25% for those maturing before year 2026 and 3.50% for those maturing at or beyond year 2026. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events Subsequent to March 31, 2021 the following events occurred: Debt: Equity: We declared a monthly cash dividend of $0.19 per share on our common stock for the months of April , May and June 2021, payable on April 30, May 28, and June 30, 2021, respectively to stockholders of record on April 22, May 20, and June 22, 2021, respectively. |
General (Policies)
General (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
General | |
Basis of Presentation | We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. |
Reclassifications | All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results for a full year. |
Income taxes | No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally may be elected over time through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through March 31, 2021, but will continue to evaluate the possible adoption (including potential impact) of any such expedients or exceptions during the effective period as circumstances evolve. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate Investments | |
Summary of investments in owned properties | The following table summarizes our investments in owned properties at March 31, 2021 (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 $ 877,233 60.5 % 106 — 6,103 $ 143.74 Skilled Nursing 560,469 38.7 % 51 6,277 212 $ 86.37 Other (2) 11,360 0.8 % 1 118 — — Total $ 1,449,062 100.0 % 158 6,395 6,315 (1) We own properties in 27 states that are leased to 30 different operators. (2) Includes three parcels of land held-for-use, and one behavioral health care hospital. |
Schedule of future minimum base rents receivable | 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) 2021 $ 104,798 2022 144,536 2023 130,486 2024 131,146 2025 116,304 Thereafter 507,382 (1) Represents contractual cash rent, except for certain master leases which are based on estimated cash payments. |
Summary of components of our rental income | The following table summarizes components of our rental income for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, Rental Income 2021 2020 Base cash rental income $ 28,623 (1) $ 33,015 Variable cash rental income 3,538 (2) 4,282 (2) Straight-line rent 682 (3) 839 Adjustment for collectability of rental income and lease incentives (758) (4) — Amortization of lease incentives (112) (101) Total $ 31,973 $ 38,035 (1) Decreased primarily due to reduction of rent from Senior Lifestyle and abated and deferred rent partially offset by increased rent from acquisitions and completion of development projects and contractual rent increases. (2) The variable rental income for the three months ended March 31, 2021, includes reimbursement of real estate taxes by our lessees of $3,538 . The variable rental income for the three months ended March 31, 2020 includes contingent rental income of $60 and $4,222 related to reimbursement of real estate taxes by our lessees. (3) Decreased due to more leases accounted for on a cash basis and normal amortization partially offset by increases due to a 50% reduction in 2021 rent escalations for those leases accounted for on a straight-line basis. (4) Represents a straight-line rent receivable write-off. |
Summary of information about purchase options included in our lease agreements | 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 $ 35,366 2024-2029 California ALF 2 31,037 17,033 2021-TBD (1) Florida MC 1 14,986 13,076 2028-2029 Kentucky and Ohio MC 2 30,342 27,116 2028-2029 Texas MC 2 25,265 23,560 2025-2027 South Carolina ALF/MC 1 11,680 10,067 2028-2029 Total $ 152,205 $ 126,218 (1) The option window ending date will be either 24 months or 48 months after the option window commences, based on certain contingencies. |
Summary of investments acquired | Acquisitions and Developments: The following table summarizes our acquisitions for the three months ended March 31, 2021 and 2020 (dollar amounts in thousands): Total Number Number Purchase Transaction Acquisition of of Year Type of Property Price Costs Costs Properties Beds/Units 2021 n/a $ — $ — $ — — — 2020 Skilled Nursing (1) $ 13,500 $ 81 $ 13,581 1 140 (1) We acquired a SNF located in Texas. |
Schedule of investment in development and improvement projects | During he following in development and improvement projects (in thousands) : Three Months Ended March 31, 2021 2020 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ — $ 1,044 $ 2,386 $ 1,116 Skilled Nursing Centers — — 2,468 3 Total $ — $ 1,044 $ 4,854 $ 1,119 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 $ 18,447 |
Schedule of completed projects | Three Months Ended March 31, 2021 2020 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ — $ 1,044 $ 2,386 $ 1,116 Skilled Nursing Centers — — 2,468 3 Total $ — $ 1,044 $ 4,854 $ 1,119 |
Schedule of real estate investment property sold | Properties Sold. (dollar amounts in thousands): Type Number Number of of of Sales Carrying Net Year State Properties Properties Beds/Units Price Value (Loss) gain (1) 2021 Florida ALF 1 — $ 2,000 $ 2,625 $ (861) n/a n/a — — — — 88 (2) (3) Total 2021 1 — $ 2,000 $ 2,625 $ (773) 2020 Arizona SNF 1 194 $ 12,550 $ 2,229 $ 10,293 Colorado SNF 3 275 15,000 4,271 10,365 Iowa SNF (3) 7 544 14,500 4,886 8,914 Kansas SNF 3 250 9,750 7,438 1,994 Texas SNF 7 1,148 23,000 10,260 12,288 Total 2020 21 2,411 $ 74,800 $ 29,084 $ 43,854 ( (1) Calculation of net (loss) gain includes cost of sales. (2) We recognized additional gain due to the reassessment adjustment of the holdbacks related to properties sold during 2019 and 2020, under the expected value model per ASC Topic 606, Contracts with Customers (“ASC 606”). (3) One of the transactions 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. During 2020, we received $150 of the holdback. The remaining holdback expires in March 2022. Using the expected value model per ASC 606, we estimated and recorded the holdback value of $471 at closing. |
Summary of properties held-for-sale | Properties held-for-sale. (dollar amounts in thousands): Type Number Number of of of Gross Accumulated State Property Properties Beds/units Investment Depreciation 2021 WA SNF 1 123 $ 8,024 $ 3,512 2020 n/a n/a — — $ — $ — |
Summary of investments in mortgage loans secured by first mortgages | 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 10.1% 2043 $ 186,362 SNF 71.7 % 1 15 1,941 $ 96.01 9.3% 2045 38,862 SNF 15.0 % 1 4 501 $ 77.57 9.4% 2045 19,750 SNF 7.6 % 1 2 205 $ 96.34 9.6% 2045 14,900 SNF 5.7 % 1 1 157 $ 94.90 Total $ 259,874 100.0 % 4 22 2,804 $ 92.68 (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. |
Schedule of mortgage loan activity | The following table summarizes our mortgage loan activity for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Originations and funding under mortgage loans receivable $ 158 $ 366 Scheduled principal payments received (125) (65) Mortgage loan premium amortization (2) (1) Provision for loan loss reserve — (3) Net increase in mortgage loans receivable $ 31 $ 297 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investment in Unconsolidated Joint Ventures | |
Summary of the preferred equity investments | Type Type Total Contractual Number of of Preferred Cash of Investment Carrying State Properties Investment Return Portion Beds/ Units Commitment Value Washington UDP Preferred Equity (1) 12 % 7 % — $ — (1) $ 6,340 (1) Washington UDP Preferred Equity (2) 12 % 8 % — — (2) 13,000 (2) Total — $ — $ 19,340 (1) Invested $6,340 of preferred equity in an entity that will develop and own a 95 -unit ALF and MC in Washington and withheld $1,425 as a reserve. Our investment represents 15.5% of the estimated total investment. The preferred equity investment earns an initial cash rate of 7% increasing to 9% in year four until the internal rate of return (“IRR”) is 8% . After achieving an 8% IRR, the cash rate drops to 8% until achieving an IRR ranging between 12% to 14% . (2) Invested $13,000 of preferred equity in an entity that will develop and own a 267 -unit ILF and ALF in Washington and withheld $3,777 as a reserve. Our investment represents 11.6% of the estimated total investment. The preferred equity investment earns an initial cash rate of 8% until achieving an IRR ranging between 12% and 14% . |
Summary of capital contributions, income recognized and cash interest received from investments in unconsolidated joint ventures | The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures for the three months ended March 31, 2021 and 2020 (in thousands): Type of Capital Income Cash Interest Year Properties Contribution Recognized Earned 2021 UDP (1) $ — (1) $ 112 (1) $ 75 (1) UDP (2) 8,000 (2) 177 (2) 89 (2) Total $ 8,000 $ 289 $ 164 2020 ALF/MC/ILF (3) $ 58 (3) $ 231 (3) $ 231 (3) Total $ 58 $ 231 $ 231 (1) During 2020, we provided a total preferred equity investment of $6,340 to a JV for the development of a 95 -unit ALF and MC. (2) During the first quarter of 2021, we funded the remaining $8,000 related to a $13,000 preferred equity investment commitment in an entity that will develop and own a 267 -unit ILF and ALF in Washington. (3) Relates to our preferred equity investment in Arizona discussed above. During 2020, the properties comprising the JV were sold. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Receivable. | |
Summary of mezzanine loans and other loan arrangements | Notes receivable consists of mezzanine loans and other loan arrangements. The following table is a summary of our notes receivable components as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Mezzanine loans $ 7,461 $ 8,445 Other loans 6,253 6,166 Notes receivable loan loss reserve (137) (146) Total $ 13,577 $ 14,465 |
Summary of notes receivable activity | The following table summarizes our notes receivable activity for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Advances under notes receivable $ 1,656 (1) $ 141 Principal payments received under notes receivable (2,553) — Reclassified to lease incentives — (300) (2) Notes receivable loan loss reserve 9 1 Net decrease $ (888) $ (158) (1) Funding under working capital notes with interest ranging between 5% and 8% and maturities between 2022 and 2027. (2) Represents interim working capital loans related to development projects which matured upon completion of the development projects and commencement of the master leases. |
Lease Incentives (Tables)
Lease Incentives (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Lease Incentives | |
Summary of lease incentives by component | Our lease incentive balances at March 31, 2021 and December 31, 2020 are as follows (in thousands): March 31, 2021 December 31, 2020 Non-contingent lease incentives $ 2,349 $ 2,462 |
Summary of lease incentive activity | The following table summarizes our lease incentives activity for the three months ended March 31, 2021 and 2020 (in thousands) 2021 2020 Funding Amortization Funding Amortization Reclassification Non-contingent lease incentives $ — $ (112) $ 13 $ (101) $ 300 (1) (1) We reclassified a $300 interim working capital loan as lease incentive. See Note 4. Notes Receivable for further discussion. |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Obligations | |
Schedule of Debt Obligations | The debt obligations by component as of March 31, 2021 and December 31, 2020 are as follows ( dollar amounts in thousands): At March 31, 2021 At December 31, 2020 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings (2) 1.30% $ 106,900 $ 493,100 $ 89,900 $ 510,100 Senior unsecured notes, net of debt issue costs 4.37% 552,521 — 559,482 — Total 3.87% $ 659,421 $ 493,100 $ 649,382 $ 510,100 (1) Represents weighted average of interest rate as of March 31, 2021. (2) Subsequent to March 31, 2021, we paid down $5,000 under our unsecured revolving line of credit. Accordingly, we have $101,900 outstanding and $498,100 available for borrowing under our unsecured revolving line of credit at April 29, 2021. |
Schedule of borrowings and repayments | Our borrowings and repayments are as follows (in thousands): Three Months Ended March 31, 2021 2020 Debt Obligations Borrowings Repayments Borrowings Repayments Bank borrowings $ 17,000 $ — (1) $ 24,000 $ (28,000) Senior unsecured notes — (7,000) — — Total $ 17,000 $ (7,000) $ 24,000 $ (28,000) (1) Subsequent to March 31, 2021, we paid down $5,000 under our unsecured revolving line of credit. Accordingly, we have $101,900 outstanding and $498,100 available for borrowing under our unsecured revolving line of credit at April 29, 2021. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity | |
Schedule of consolidated VIEs | As of March 31, 2021, we have the following consolidated VIEs (in thousands): Gross Investment Property Consolidated Non-Controlling Year Purpose Type State Assets Interests 2019 Owned real estate ALF/MC VA $ 16,895 $ 919 2018 Owned real estate ILF OR 14,400 2,858 2018 Owned real estate and development ALF/MC OR 18,447 1,081 2017 Owned real estate and development ILF/ALF/MC WI 22,007 2,305 2017 Owned real estate ALF/MC SC 11,680 1,241 Total $ 83,429 $ 8,404 |
Schedule of cash dividends declared and paid | Distributions. (in thousands) Three Months Ended March 31, 2021 2020 Declared Paid Declared Paid Common Stock (1) $ 23,169 (2) $ 23,169 (2) $ 23,167 (3) $ 23,167 (3) (1) Represents $0.19 per share per month for the three months ended March 31, 2021 and 2020 . (2) Includes $764 of distributions that were paid as a result of the vesting of performance-based stock units. (3) Includes $586 of distributions that were paid as a result of the vesting of performance-based stock units. |
Schedule of restricted stock activity | The following table summarizes our restricted stock activity for the three months ended March 31, 2021 and 2020 : Three Months Ended March 31, 2021 2020 Outstanding, January 1 180,440 163,569 Granted 95,293 76,464 Vested (78,482) (74,981) Outstanding, March 31 197,251 165,052 |
Schedule of restricted stock granted | No. of Price per Year Shares/Units (1) Share Vesting Period 2021 95,293 $ 42.27 ratably over 3 years 71,892 $ 42.27 TSR targets (2) 167,185 2020 76,464 $ 48.95 ratably over 3 years 66,027 $ 49.98 TSR targets (2) 142,491 (1) Subsequent to March 31, 2021, we granted 3,000 shares of restricted stock at $43.14 per share vesting over one year . (2) Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years . |
Schedule of restricted common stock and performance-based stock unit scheduled to vest and remaining compensation expense | At March 31, 2021 , the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands): Remaining Compensation Vesting Date Expense 2021 $ 5,534 2022 5,216 2023 2,855 2023 303 Total $ 13,908 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Schedule of commitments | At March 31, 2021, we had commitments as follows (in thousands): Total Investment 2021 Commitment Remaining Commitment Funding Funded Commitment Real estate properties Note 2. Real Estate Investments $ 16,085 (1) $ 829 $ 8,176 $ 7,909 Accrued incentives and earn-out liabilities (Note 5. Lease Incentives) 9,000 — — 9,000 Mortgage loans ( Note 2. Real Estate Investments 21,000 (2) 32 3,413 17,587 Notes receivable ( Note 4. Notes Receivable 1,845 353 1,090 755 Total $ 47,930 $ 1,214 $ 12,679 $ 35,251 (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) Represents $3,000 of commitments to expand and renovate the seniors housing and health care properties securing the mortgage loans and $18,000 represents contingent funding upon the borrower achieving certain coverage ratios. |
Major Operators (Tables)
Major Operators (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Major Operators | |
Schedule of concentration of risk by major operators | Number of Number of Percentage of SNF ALF Total Total Operator SNF ALF Beds Units Revenue (1) Assets (2) Prestige Healthcare (3) 24 — 2,922 93 20.6 % 18.3 % (1) Includes rental income from owned properties and interest income from mortgage loans as of March 31, 2021 and excludes variable rental income from lessee reimbursement and sold properties. (2) Represents the net carrying value of the properties divided by the Total assets on the Consolidated Balance Sheets. (3) The majority of the revenue derived from this operator relates to interest income from mortgage loans. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per Share | |
Schedule of basic and diluted net income per share | The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts For the three months ended March 31, 2021 2020 Net income $ 13,850 $ 63,722 Less income allocated to non-controlling interests (88) (89) Less income allocated to participating securities: Non-forfeitable dividends on participating securities (120) (94) Income allocated to participating securities — (169) Total net income allocated to participating securities (120) (263) Net income available to common stockholders 13,642 63,370 Effect of dilutive securities: Participating securities (1) — — Net income for diluted net income per share $ 13,642 $ 63,370 Shares for basic net income per share 39,100 39,539 Effect of dilutive securities: Stock options 1 2 Performance-based stock units 78 — (2) Participating securities (1) — — Total effect of dilutive securities 79 2 Shares for diluted net income per share 39,179 39,541 Basic net income per share $ 0.35 $ 1.60 Diluted net income per share $ 0.35 $ 1.60 (1) For the three months ended March 31, 2021, and 2020, the participating securities have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive. (2) At March 31, 2020, no performance-based stock units would be earned based on TSR targets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of carrying value and fair value of the entity's financial instruments | The carrying value and fair value of our financial instruments as of March 31, 2021 and December 31, 2020 assuming election of fair value for our financial assets and financial liabilities were as follows ( in thousands ): At March 31, 2021 At December 31, 2020 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ 257,282 $ 301,097 (1) $ 257,251 $ 299,751 (1) Notes receivable 13,577 13,410 (2) 14,465 13,893 (2) Bank borrowings 106,900 106,900 (3) 89,900 89,900 (3) Senior unsecured notes, net of debt issue costs 552,521 573,095 (4) 559,482 560,140 (4) (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at March 31, 2021 and December 31, 2020 was 10.0% . (2) Our investments in notes receivable are classified as Level 3. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash flows of the notes receivable at March 31, 2021 and December 31, 2020, were 6.0% and 6.6% , respectively. (3) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at March 31, 2021 and December 31, 20 20 based upon prevailing market interest rates for similar debt arrangements. (4) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At March 31, 2021 , the discount rate used to value our future cash outflow of our senior unsecured notes was 3.25% for those maturing before year 2026 and 3.50% for those maturing at or beyond year 2026. At December 31, 2020, the discount rate used to value our future cash outflow of our senior unsecured notes was 3.25% for those maturing before year 2026 and 3.50% for those maturing at or beyond year 2026. |
General (Details)
General (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)segment | |
General | |
Number of operating segments | segment | 1 |
Provision for federal or state income taxes | $ | $ 0 |
Real Estate Investments - Owned
Real Estate Investments - Owned Properties (Details) - Real Estate Investment $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)propertyitemstate$ / item | |
Real Estate [Line Items] | |
Gross Investment | $ | $ 1,449,062 |
Percentage of Investment | 100.00% |
Number of properties | property | 158 |
Number of states | state | 27 |
Number of operators | 30 |
Operating leases | |
Number of ways to compute annual rent increases | 4 |
Minimum | |
Operating leases | |
Initial lease term | 10 years |
Specified annual increase over the prior year's rent (as a percent) | 2.00% |
Maximum | |
Operating leases | |
Initial lease term | 15 years |
Specified annual increase over the prior year's rent (as a percent) | 2.50% |
SNF Beds | |
Real Estate [Line Items] | |
Number of beds/units | 6,395 |
ALF Units | |
Real Estate [Line Items] | |
Number of beds/units | 6,315 |
ALF | |
Real Estate [Line Items] | |
Gross Investment | $ | $ 877,233 |
Percentage of Investment | 60.50% |
Number of properties | property | 106 |
Investment per Bed/Unit | $ / item | 143.74 |
ALF | ALF Units | |
Real Estate [Line Items] | |
Number of beds/units | 6,103 |
SNF | |
Real Estate [Line Items] | |
Gross Investment | $ | $ 560,469 |
Percentage of Investment | 38.70% |
Number of properties | property | 51 |
Investment per Bed/Unit | $ / item | 86.37 |
SNF | SNF Beds | |
Real Estate [Line Items] | |
Number of beds/units | 6,277 |
SNF | ALF Units | |
Real Estate [Line Items] | |
Number of beds/units | 212 |
Other | |
Real Estate [Line Items] | |
Gross Investment | $ | $ 11,360 |
Percentage of Investment | 0.80% |
Number of properties | property | 1 |
Number of parcels of land | 3 |
Other | SNF Beds | |
Real Estate [Line Items] | |
Number of beds/units | 118 |
Hospital | |
Real Estate [Line Items] | |
Number of properties | property | 1 |
Real Estate Investments - Base
Real Estate Investments - Base Rents (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Future minimum base rents receivable | |
2021 | $ 104,798 |
2022 | 144,536 |
2023 | 130,486 |
2024 | 131,146 |
2025 | 116,304 |
Thereafter | $ 507,382 |
Real Estate Investments - Lease
Real Estate Investments - Lease (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)propertyitem | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Real estate investments | |||
Number of operators | item | 16 | ||
Write-off of straight-line rent | $ 758,000 | $ 0 | |
Carrying value | 1,090,927,000 | $ 1,102,358,000 | |
Income and Expenses, Lessor [Abstract] | |||
Base cash rental income | 28,623,000 | 33,015,000 | |
Variable cash rental income | 3,538,000 | 4,282,000 | |
Straight-Line Rent | 682,000 | 839,000 | |
Adjustment for collectability of rental income and lease incentives | (758,000) | ||
Amortization of Lease Incentives | (112,000) | (101,000) | |
Total Rental Income | 31,973,000 | 38,035,000 | |
Real estate taxes reimbursed | $ 3,538,000 | 4,222,000 | |
Contingent rental income | $ 60,000 | ||
Percentage of contractual amount due | 50.00% | ||
Rent deferrals | $ 1,144,000 | ||
Rent abatements | 600,000 | ||
Rent abatements and deferrals | $ 1,743,000 | ||
Percentage of contractual rent | 4.00% | ||
Percentage of reduction in rent and interest escalations | 50.00% | ||
Decrease of revenue | $ 292,000 | ||
Decrease in retained earnings | 1,200,000 | ||
Purchase Option in Lease Arrangements | |||
Real estate investments | |||
Gross Investment | 152,205,000 | ||
Carrying value | $ 126,218,000 | ||
ALF | Purchase Option in Lease Arrangements | California | |||
Real estate investments | |||
Number of properties | property | 2 | ||
Gross Investment | $ 31,037,000 | ||
Carrying value | $ 17,033,000 | ||
ALF | Purchase Option in Lease Arrangements | California | Minimum | |||
Real estate investments | |||
Purchase option ending period | 24 months | ||
ALF | Purchase Option in Lease Arrangements | California | Maximum | |||
Real estate investments | |||
Purchase option ending period | 48 months | ||
MC | Purchase Option in Lease Arrangements | Florida | |||
Real estate investments | |||
Number of properties | property | 1 | ||
Gross Investment | $ 14,986,000 | ||
Carrying value | $ 13,076,000 | ||
MC | Purchase Option in Lease Arrangements | Ohio and Kentucky | |||
Real estate investments | |||
Number of properties | property | 2 | ||
Gross Investment | $ 30,342,000 | ||
Carrying value | $ 27,116,000 | ||
MC | Purchase Option in Lease Arrangements | Texas | |||
Real estate investments | |||
Number of properties | property | 2 | ||
Gross Investment | $ 25,265,000 | ||
Carrying value | $ 23,560,000 | ||
ALF and MC | Purchase Option in Lease Arrangements | California | |||
Real estate investments | |||
Number of properties | property | 2 | ||
Gross Investment | $ 38,895,000 | ||
Carrying value | $ 35,366,000 | ||
ALF and MC | Purchase Option in Lease Arrangements | South Carolina | |||
Real estate investments | |||
Number of properties | property | 1 | ||
Gross Investment | $ 11,680,000 | ||
Carrying value | $ 10,067,000 | ||
Real Estate Investment | |||
Real estate investments | |||
Number of properties | property | 158 | ||
Gross Investment | $ 1,449,062,000 | ||
Real Estate Investment | ALF | |||
Real estate investments | |||
Number of properties | property | 106 | ||
Gross Investment | $ 877,233,000 |
Real Estate Investments - Acqui
Real Estate Investments - Acquisitions and Developments (Details) - 2020 Acquisitions - SNF | 3 Months Ended |
Mar. 31, 2020USD ($)item | |
Real estate investments | |
Purchase Price | $ 13,500,000 |
Transaction Costs | 81,000 |
Total Acquisition Costs | $ 13,581,000 |
Number of properties acquired | 1 |
Number of beds/units acquired | item | 140 |
Real Estate Investments - Types
Real Estate Investments - Types of property Development and Improvement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Real estate investments | ||
Invested in projects | $ 1,214 | |
Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | $ 4,854 | |
Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 1,044 | 1,119 |
ALF | Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 2,386 | |
ALF | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | $ 1,044 | 1,116 |
SNF | Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 2,468 | |
SNF | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | $ 3 |
Real Estate Investments - Devel
Real Estate Investments - Development and Improvement Projects (Details) - ALF and MC - Developments - Real Estate Development Commitments - Real Estate Investment Completed Projects - Oregon $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)propertyitem | |
Completed development and improvement projects | |
Number of Properties | property | 1 |
Number of Beds/Units | item | 78 |
Total Investment | $ | $ 18,447 |
Real Estate Investments - Prope
Real Estate Investments - Property Sales (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($)propertyitem | Dec. 31, 2020USD ($) | |
Disposals and other | |||
Carrying value | $ 1,090,927 | $ 1,102,358 | |
Net (Loss) gain | (773) | $ 43,854 | |
Net gain | $ 88 | ||
Properties sold | |||
Disposals and other | |||
Number of properties sold | property | 1 | 21 | |
Number of beds or units in property sold | item | 2,411 | ||
Sales price | $ 2,000 | $ 74,800 | |
Carrying value | 2,625 | 29,084 | |
Net (Loss) gain | $ (773) | 43,854 | |
Holdback amount | $ 838 | ||
Properties sold | SNF | Arizona | |||
Disposals and other | |||
Number of properties sold | property | 1 | ||
Number of beds or units in property sold | item | 194 | ||
Sales price | $ 12,550 | ||
Carrying value | 2,229 | ||
Net (Loss) gain | $ 10,293 | ||
Properties sold | SNF | Colorado | |||
Disposals and other | |||
Number of properties sold | property | 3 | ||
Number of beds or units in property sold | item | 275 | ||
Sales price | $ 15,000 | ||
Carrying value | 4,271 | ||
Net (Loss) gain | $ 10,365 | ||
Properties sold | SNF | Iowa | |||
Disposals and other | |||
Number of properties sold | property | 7 | ||
Number of beds or units in property sold | item | 544 | ||
Sales price | $ 14,500 | ||
Carrying value | 4,886 | ||
Net (Loss) gain | 8,914 | ||
Holdback amount | $ 150 | ||
Realizable holdback amount | $ 471 | ||
Properties sold | SNF | Kansas | |||
Disposals and other | |||
Number of properties sold | property | 3 | ||
Number of beds or units in property sold | item | 250 | ||
Sales price | $ 9,750 | ||
Carrying value | 7,438 | ||
Net (Loss) gain | $ 1,994 | ||
Properties sold | SNF | Texas | |||
Disposals and other | |||
Number of properties sold | property | 7 | ||
Number of beds or units in property sold | item | 1,148 | ||
Sales price | $ 23,000 | ||
Carrying value | 10,260 | ||
Net (Loss) gain | $ 12,288 | ||
Properties sold | ALF | Florida | |||
Disposals and other | |||
Number of properties sold | property | 1 | ||
Sales price | $ 2,000 | ||
Carrying value | 2,625 | ||
Net (Loss) gain | $ (861) |
Real Estate Investments - Pro_2
Real Estate Investments - Properties held-for-sale (Details) $ in Thousands | Mar. 31, 2021USD ($)itemproperty | Dec. 31, 2020USD ($) |
Real estate investments | ||
Accumulated depreciation | $ 354,623 | $ 349,643 |
SNF | Properties held-for-sale | Washington | ||
Real estate investments | ||
Number of properties | property | 1 | |
Gross Investment | $ 8,024 | |
Accumulated depreciation | $ 3,512 | |
Number of beds/units | item | 123 |
Real Estate Investments - Mortg
Real Estate Investments - Mortgage Loan (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)loanpropertyitemstate$ / item | |
Mortgage Loans | |
Real Estate [Line Items] | |
Gross Investment | $ | $ 259,874 |
Percentage of Investment | 100.00% |
Number of Loans | loan | 4 |
Number of properties | property | 22 |
Investment per Bed/Unit | $ / item | 92.68 |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% |
Loan Term | 30 years |
Number of states | state | 1 |
Number of operators | 1 |
Mortgage loans with 10.1% Interest Maturing 2043 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Interest rate (as a percent) | 10.10% |
Gross Investment | $ | $ 186,362 |
Percentage of Investment | 71.70% |
Number of Loans | loan | 1 |
Number of properties | property | 15 |
Investment per Bed/Unit | $ / item | 96.01 |
Mortgage loans with 9.3% Interest Maturing 2045 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Interest rate (as a percent) | 9.30% |
Gross Investment | $ | $ 38,862 |
Percentage of Investment | 15.00% |
Number of Loans | loan | 1 |
Number of properties | property | 4 |
Investment per Bed/Unit | $ / item | 77.57 |
Mortgage loans with 9.4% Interest Maturing 2045 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Interest rate (as a percent) | 9.40% |
Gross Investment | $ | $ 19,750 |
Percentage of Investment | 7.60% |
Number of Loans | loan | 1 |
Number of properties | property | 2 |
Investment per Bed/Unit | $ / item | 96.34 |
Mortgage loans with 9.6% Interest Maturing 2045 | SNF | |
Real Estate [Line Items] | |
Interest rate (as a percent) | 9.60% |
Mortgage loans with 9.6% Interest Maturing 2045 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Gross Investment | $ | $ 14,900 |
Percentage of Investment | 5.70% |
Number of Loans | loan | 1 |
Number of properties | property | 1 |
Investment per Bed/Unit | $ / item | 94.90 |
SNF Beds | Mortgage Loans | |
Real Estate [Line Items] | |
Number of beds/units | 2,804 |
SNF Beds | Mortgage loans with 10.1% Interest Maturing 2043 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Number of beds/units | 1,941 |
SNF Beds | Mortgage loans with 9.3% Interest Maturing 2045 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Number of beds/units | 501 |
SNF Beds | Mortgage loans with 9.4% Interest Maturing 2045 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Number of beds/units | 205 |
SNF Beds | Mortgage loans with 9.6% Interest Maturing 2045 | SNF | Mortgage Loans | |
Real Estate [Line Items] | |
Number of beds/units | 157 |
Real Estate Investments - Mor_2
Real Estate Investments - Mortgage Loans Activity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Real Estate Investments | |||
Originations and fundings under mortgage loans receivable | $ 158,000 | $ 366,000 | |
Scheduled principal payments received | (125,000) | (65,000) | |
Mortgage loan premium amortization | (2,000) | (1,000) | |
Provision for loan loss reserve | (3,000) | ||
Net increase in mortgage loans receivable | 31,000 | 297,000 | |
Interest receivable | 34,491,000 | $ 32,746,000 | |
Write-off of accrued interest receivable | $ 0 | $ 0 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Ventures - Investment (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)itemproperty | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)propertyitem | |
Investment in Unconsolidated Joint Ventures | |||
Carrying Value | $ 19,340,000 | $ 11,340,000 | |
Income Recognized | 289,000 | $ 231,000 | |
Cash Interest Received | $ 164,000 | 231,000 | |
Joint Venture | |||
Investment in Unconsolidated Joint Ventures | |||
Number of properties owned by joint venture for sale | property | 4 | ||
Liquidation proceeds | $ 17,848,000 | ||
Amount of gains (losses) on liquidation | $ 758,000 | ||
Joint Venture | Preferred Equity Investment | Arizona | |||
Investment in Unconsolidated Joint Ventures | |||
Number of properties owned by joint venture | property | 4 | ||
Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Capital Contributions | $ 8,000,000 | 58,000 | |
Income Recognized | 289,000 | 231,000 | |
Cash Interest Received | 164,000 | 231,000 | |
Preferred Equity Investment | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Carrying Value | 19,340,000 | ||
Combination ALF, MC, ILF | Preferred Equity Investment | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Capital Contributions | 58,000 | ||
Income Recognized | 231,000 | ||
Cash Interest Received | $ 231,000 | ||
Combination ALF/MC | Preferred Equity Investment | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Number of beds/units | item | 95 | ||
Capital Contributions | $ 6,340,000 | ||
Income Recognized | 112,000 | ||
Cash Interest Received | $ 75,000 | ||
Combination ALF/MC | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | |||
Investment in Unconsolidated Joint Ventures | |||
Preferred return percentage | 12.00% | ||
Contractual cash portion | 7.00% | ||
Number of beds/units | item | 95 | ||
Carrying Value | $ 6,340,000 | ||
Reserve withheld | $ 1,425,000 | ||
Percentage of Investment | 15.50% | ||
Combination ALF/MC | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | Internal Rate of Return is Until Eight Percent | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of cash return | 8.00% | ||
Combination ALF/MC | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | Internal Rate of Return is Until Eight Percent | Minimum | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of cash return | 7.00% | ||
Combination ALF/MC | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | Internal Rate of Return is Until Eight Percent | Maximum | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of cash return | 9.00% | ||
Combination ALF/MC | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | The Internal Rate of Return is Between Twelve and Fourteen Percent | Minimum | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of cash return | 12.00% | ||
Combination ALF/MC | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | The Internal Rate of Return is Between Twelve and Fourteen Percent | Maximum | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of cash return | 14.00% | ||
Combination ILF/ALF | Preferred Equity Investment | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Capital Contributions | $ 8,000,000 | ||
Income Recognized | 177,000 | ||
Cash Interest Received | $ 89,000 | ||
Combination ILF/ALF | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | |||
Investment in Unconsolidated Joint Ventures | |||
Preferred return percentage | 12.00% | ||
Contractual cash portion | 8.00% | ||
Number of beds/units | item | 267 | ||
Investment commitment | $ 13,000,000 | ||
Carrying Value | 13,000,000 | ||
Reserve withheld | $ 3,777,000 | ||
Percentage of Investment | 11.60% | ||
Additional preferred capital contributions in joint venture committed | $ 8,000,000 | ||
Amount of joint venture investment | $ 13,000,000 | ||
Combination ILF/ALF | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | Internal Rate of Return is Until Eight Percent | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of cash return | 8.00% | ||
Combination ILF/ALF | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | The Internal Rate of Return is Between Twelve and Fourteen Percent | Minimum | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of Investment | 12.00% | ||
Combination ILF/ALF | Preferred Equity Investment | Joint Venture | Not primary beneficiary | Washington | The Internal Rate of Return is Between Twelve and Fourteen Percent | Maximum | |||
Investment in Unconsolidated Joint Ventures | |||
Percentage of Investment | 14.00% |
Notes Receivable - Components (
Notes Receivable - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Notes receivable activities | ||
Notes receivable loan loss reserve | $ (137) | $ (146) |
Total | 13,577 | 14,465 |
Mezzanine loan | ||
Notes receivable activities | ||
Mezzanine loan | 7,461 | 8,445 |
Other loans | ||
Notes receivable activities | ||
Mezzanine loan | $ 6,253 | $ 6,166 |
Notes Receivable - Notes Receiv
Notes Receivable - Notes Receivable Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Notes receivable activities | ||
Advances under notes receivable | $ 1,656 | $ 141 |
Principal payments received under notes receivable | (2,553) | |
Reclassified to lease incentives | (300) | |
Notes receivable loan loss reserve | 9 | 1 |
Net decrease | $ (888) | $ (158) |
Notes Receivable - New Loan Com
Notes Receivable - New Loan Commitment (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Minimum | |
Notes receivable activities | |
Interest rate (as a percent) | 5.00% |
Maximum | |
Notes receivable activities | |
Interest rate (as a percent) | 8.00% |
Lease Incentives (Details)
Lease Incentives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lease Incentives | |||
Non-contingent lease incentives | $ 2,349 | $ 2,462 | |
Non-contingent lease incentives, funding | $ 13 | ||
Non-contingent lease incentives, Amortization | $ (112) | (101) | |
Reclassified to lease incentives | $ 300 |
Debt Obligations - Bank Borrowi
Debt Obligations - Bank Borrowings (Details) - Bank Borrowings - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2018 | |
Debt Obligations | ||
Maximum available under facility | $ 1,000,000,000 | $ 600,000,000 |
Additional extension period option | 1 year | |
Unused commitment fee (as a percent) | 0.20% | |
LIBOR | ||
Debt Obligations | ||
Basis spread over base rate (as a percent) | 1.15% |
Debt Obligations - Component (D
Debt Obligations - Component (Details) - USD ($) $ in Thousands | Apr. 29, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt Obligations | ||||
Applicable Interest Rate (as a percent) | 3.87% | |||
Outstanding Balance | $ 659,421 | $ 649,382 | ||
Available for borrowing | $ 493,100 | 510,100 | ||
Repayment paid | $ 28,000 | |||
Minimum | ||||
Debt Obligations | ||||
Interest rate (as a percent) | 5.00% | |||
Maximum | ||||
Debt Obligations | ||||
Interest rate (as a percent) | 8.00% | |||
Bank Borrowings | ||||
Debt Obligations | ||||
Applicable Interest Rate (as a percent) | 1.30% | |||
Outstanding Balance | $ 106,900 | 89,900 | ||
Available for borrowing | $ 493,100 | 510,100 | ||
Repayment paid | $ 28,000 | |||
Bank Borrowings | Subsequent Event | ||||
Debt Obligations | ||||
Outstanding Balance | $ 101,900 | |||
Available for borrowing | 498,100 | |||
Repayment paid | $ 5,000 | |||
Senior Unsecured Notes | ||||
Debt Obligations | ||||
Applicable Interest Rate (as a percent) | 4.37% | |||
Outstanding Balance | $ 552,521 | $ 559,482 | ||
Senior Unsecured Notes | Minimum | ||||
Debt Obligations | ||||
Interest rate (as a percent) | 3.85% | |||
Senior Unsecured Notes | Maximum | ||||
Debt Obligations | ||||
Interest rate (as a percent) | 5.03% |
Debt Obligations - Borrowings a
Debt Obligations - Borrowings and Repayments (Details) - USD ($) $ in Thousands | Apr. 29, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Borrowings | ||||
Bank borrowings | $ 17,000 | $ 24,000 | ||
Total | 17,000 | 24,000 | ||
Repayments | ||||
Bank borrowings | (28,000) | |||
Senior unsecured notes | (7,000) | |||
Total | (7,000) | (28,000) | ||
Outstanding Balance | 659,421 | $ 649,382 | ||
Available for borrowing | 493,100 | 510,100 | ||
Bank Borrowings | ||||
Borrowings | ||||
Bank borrowings | 17,000 | 24,000 | ||
Repayments | ||||
Bank borrowings | $ (28,000) | |||
Outstanding Balance | 106,900 | 89,900 | ||
Available for borrowing | 493,100 | 510,100 | ||
Bank Borrowings | Subsequent Event | ||||
Repayments | ||||
Bank borrowings | $ (5,000) | |||
Outstanding Balance | 101,900 | |||
Available for borrowing | $ 498,100 | |||
Senior Unsecured Notes | ||||
Repayments | ||||
Senior unsecured notes | (7,000) | |||
Outstanding Balance | $ 552,521 | $ 559,482 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interest (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Noncontrolling interest | ||
Gross Consolidated Assets | $ 1,455,303 | $ 1,459,486 |
Non-controlling interests | 8,404 | $ 8,404 |
Partnership | ||
Noncontrolling interest | ||
Gross Consolidated Assets | 83,429 | |
Non-controlling interests | 8,404 | |
Virginia | 2019 Acquisitions | Partnership | ALF and MC | ||
Noncontrolling interest | ||
Gross Consolidated Assets | 16,895 | |
Non-controlling interests | 919 | |
Oregon | 2018 Acquisitions | Partnership | ALF and MC | ||
Noncontrolling interest | ||
Gross Consolidated Assets | 18,447 | |
Non-controlling interests | 1,081 | |
Oregon | 2018 Acquisitions | Partnership | ILF | ||
Noncontrolling interest | ||
Gross Consolidated Assets | 14,400 | |
Non-controlling interests | 2,858 | |
Wisconsin | 2017 Acquisitions | Partnership | ILF/ALF/MC | ||
Noncontrolling interest | ||
Gross Consolidated Assets | 22,007 | |
Non-controlling interests | 2,305 | |
South Carolina | 2017 Acquisitions | Partnership | ALF and MC | ||
Noncontrolling interest | ||
Gross Consolidated Assets | 11,680 | |
Non-controlling interests | $ 1,241 |
Equity - Common Stock (Details)
Equity - Common Stock (Details) - Common Stock - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity | ||
Number of shares repurchased | 84,616 | 76,067 |
Equity Distribution Agreements | ||
Equity | ||
Maximum offering capacity under shelf registration statement | $ 200,000,000 | |
Shares common stock sold | 0 | |
Amount available under effective shelf registration statement | $ 200,000,000 |
Equity - Stock Repurchase Plan
Equity - Stock Repurchase Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Mar. 12, 2020 | |
Equity | ||
Shares authorized for repurchase | 5,000,000 | |
Number of shares purchased | 615,827 | |
Average price per share | $ 29.25 | |
Total purchase price of shares | $ 18,012,000 |
Equity - Distributions (Details
Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Dividend Distributions | ||||||||
Paid | $ 23,169 | $ 23,167 | ||||||
Common Stock cash distributions | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | |||
Dividends declared and paid per common share | $ 0.57 | $ 0.57 | ||||||
Subsequent Event | Dividend Payable, April 30, 2021 | ||||||||
Dividend Distributions | ||||||||
Dividends declared and paid per common share | $ 0.19 | |||||||
Subsequent Event | Dividend Payable, May 28, 2021 | ||||||||
Dividend Distributions | ||||||||
Dividends declared and paid per common share | $ 0.19 | |||||||
Subsequent Event | Dividend Payable, June 30, 2021 | ||||||||
Dividend Distributions | ||||||||
Dividends declared and paid per common share | $ 0.19 | |||||||
Common Stock | ||||||||
Dividend Distributions | ||||||||
Declared | $ 23,169 | $ 23,167 | ||||||
Paid | $ 23,169 | $ 23,167 | ||||||
Common Stock cash distributions | $ 0.19 | $ 0.19 | ||||||
Common Stock | Subsequent Event | Dividend Payable, April 30, 2021 | ||||||||
Dividend Distributions | ||||||||
Dividends declared and paid per common share | $ 0.19 | |||||||
Common Stock | Subsequent Event | Dividend Payable, May 28, 2021 | ||||||||
Dividend Distributions | ||||||||
Dividends declared and paid per common share | $ 0.19 | |||||||
Common Stock | Subsequent Event | Dividend Payable, June 30, 2021 | ||||||||
Dividend Distributions | ||||||||
Dividends declared and paid per common share | $ 0.19 | |||||||
Common Stock | Performance-based stock units | ||||||||
Dividend Distributions | ||||||||
Paid | $ 764 | $ 586 |
Equity - Stock-Based Compensati
Equity - Stock-Based Compensation (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock Based Compensation Plans | ||
Options outstanding (in shares) | 15,000 | |
Options exercisable (in shares) | 15,000 | |
Stock options granted (in shares) | 0 | 0 |
2015 Plan | ||
Stock Based Compensation Plans | ||
Total shares reserved for issuance of common stock related to the conversion of preferred stock | 1,400,000 |
Equity - Restricted Stock and p
Equity - Restricted Stock and performance-based stock units (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restricted stock and performance-based stock units | ||
Restricted stock and performance based stock units activity | ||
Granted (in shares) | 167,185 | 142,491 |
Performance-based stock units | ||
Restricted stock and performance based stock units activity | ||
Granted (in shares) | 71,892 | 66,027 |
Vested (in shares) | (108,720) | (81,574) |
Outstanding at the end of the period (in shares) | 0 | |
Restricted stock | ||
Restricted stock and performance based stock units activity | ||
Outstanding at the beginning of the period (in shares) | 180,440 | 163,569 |
Granted (in shares) | 95,293 | 76,464 |
Vested (in shares) | (78,482) | (74,981) |
Outstanding at the end of the period (in shares) | 197,251 | 165,052 |
Equity - Restricted Stock (Deta
Equity - Restricted Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Restricted stock | |||
Restricted stock awards | |||
Number of shares granted | 95,293 | 76,464 | |
Number of vesting of performance-based stock units (in shares) | 78,482 | 74,981 | |
Restricted stock | Subsequent Event | |||
Restricted stock awards | |||
Number of shares granted | 3,000 | ||
Number of vesting of performance-based stock units (in shares) | 43.14 | ||
Vesting period | 1 year | ||
Performance-based stock units | |||
Restricted stock awards | |||
Number of shares granted | 71,892 | 66,027 | |
Number of vesting of performance-based stock units (in shares) | 108,720 | 81,574 | |
Restricted stock and performance-based stock units | |||
Restricted stock awards | |||
Number of shares granted | 167,185 | 142,491 | |
Compensation expense related to share-based award | $ 1,852,000 | $ 1,777,000 | |
Nonvested awards | |||
Remaining compensation expense | 13,908,000 | ||
2021 | Restricted stock and performance-based stock units | |||
Nonvested awards | |||
Remaining compensation expense | 5,534,000 | ||
2022 | Restricted stock and performance-based stock units | |||
Nonvested awards | |||
Remaining compensation expense | 5,216,000 | ||
2023 | Restricted stock and performance-based stock units | |||
Nonvested awards | |||
Remaining compensation expense | 2,855,000 | ||
2023 | Restricted stock and performance-based stock units | |||
Nonvested awards | |||
Remaining compensation expense | $ 303,000 | ||
Grant Date Price 42.27 | Three year vesting | Restricted stock and performance-based stock units | |||
Restricted stock awards | |||
Number of shares granted | 95,293 | ||
Granted (in dollars per share) | $ 42.27 | ||
Vesting period | 3 years | ||
Grant Date Price 42.27 | TSR Targets | Restricted stock and performance-based stock units | |||
Restricted stock awards | |||
Number of shares granted | 71,892 | ||
Granted (in dollars per share) | $ 42.27 | ||
Vesting period | 4 years | ||
Grant Date Price 42.27 | Accelerated TSR Targets | Restricted stock and performance-based stock units | |||
Restricted stock awards | |||
Vesting period | 3 years | ||
Grant Date Price $48.95 | Three year vesting | Restricted stock and performance-based stock units | |||
Restricted stock awards | |||
Number of shares granted | 76,464 | ||
Granted (in dollars per share) | $ 48.95 | ||
Vesting period | 3 years | ||
Grant Date Price $49.98 | TSR Targets | Restricted stock and performance-based stock units | |||
Restricted stock awards | |||
Number of shares granted | 66,027 | ||
Granted (in dollars per share) | $ 49.98 | ||
Vesting period | 4 years | ||
Grant Date Price $49.98 | Accelerated TSR Targets | Restricted stock and performance-based stock units | |||
Restricted stock awards | |||
Vesting period | 3 years |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Commitments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Commitments and Contingencies | |
Investment Commitment | $ 47,930 |
2021 Funding | 1,214 |
Total Commitment funded | 12,679 |
Remaining commitment | 35,251 |
Real estate properties | |
Commitments and Contingencies | |
Investment Commitment | 16,085 |
2021 Funding | 829 |
Total Commitment funded | 8,176 |
Remaining commitment | 7,909 |
Accrued incentives and earn-out liabilities | |
Commitments and Contingencies | |
Investment Commitment | 9,000 |
Remaining commitment | 9,000 |
Mortgage loans | |
Commitments and Contingencies | |
Investment Commitment | 21,000 |
2021 Funding | 32 |
Total Commitment funded | 3,413 |
Remaining commitment | 17,587 |
Commitments To Expand and Renovate Properties | |
Commitments and Contingencies | |
Investment Commitment | 3,000 |
Contingent Funding Commitments | |
Commitments and Contingencies | |
Investment Commitment | 18,000 |
Notes receivable | |
Commitments and Contingencies | |
Investment Commitment | 1,845 |
2021 Funding | 353 |
Total Commitment funded | 1,090 |
Remaining commitment | $ 755 |
Major Operators (Details)
Major Operators (Details) | 3 Months Ended |
Mar. 31, 2021propertyitem | |
Major Operators | |
Number of major operators | 1 |
Prestige Healthcare | SNF | |
Major Operators | |
Number of beds | property | 24 |
Number of beds/units | 2,922 |
Prestige Healthcare | ALF | |
Major Operators | |
Number of beds/units | 93 |
Total Revenue | Operator Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 20.60% |
Total Assets | Credit Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 18.30% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Net income | $ 13,850 | $ 17,665 | $ 12,338 | $ 1,952 | $ 63,722 |
Less income allocated to non-controlling interests | (88) | (89) | |||
Less income allocated to participating securities: | |||||
Non-forfeitable dividends on participating securities | (120) | (94) | |||
Income allocated to participating securities | (169) | ||||
Total net income allocated to participating securities | (120) | (263) | |||
Net income available to common stockholders | 13,642 | 63,370 | |||
Net income for diluted net income per share | $ 13,642 | $ 63,370 | |||
Reconciliation of shares | |||||
Shares for basic net income per share | 39,100,000 | 39,539,000 | |||
Effect of dilutive securities: | |||||
Total effect of dilutive securities (in shares) | 79,000 | 2,000 | |||
Shares for diluted net income per share | 39,179,000 | 39,541,000 | |||
Basic net income per share (in dollars per share) | $ 0.35 | $ 1.60 | |||
Diluted net income per share (in dollars per share) | $ 0.35 | $ 1.60 | |||
Stock options | |||||
Effect of dilutive securities: | |||||
Stock options and performance-based stock units (in shares) | 1,000 | 2,000 | |||
Performance-based stock units | |||||
Effect of dilutive securities: | |||||
Stock options and performance-based stock units (in shares) | 78,000 | ||||
Performance-based stock units would be earned based on TSR targets | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | Mar. 31, 2021USD ($)item | Dec. 31, 2020USD ($)item |
Fair value measurements | ||
Mortgage loans receivable | $ 257,282 | $ 257,251 |
Notes receivable | 13,577 | 14,465 |
Senior unsecured notes, net of debt issue costs | $ 552,521 | $ 559,482 |
Level 3 | Senior Unsecured Notes maturing before 2026 | Discount Rate | ||
Fair value measurements | ||
Future cash outflows discount rate (as a percent) | item | 0.0325 | 0.0325 |
Level 3 | Senior Unsecured Notes maturing 2026 and after | Discount Rate | ||
Fair value measurements | ||
Future cash outflows discount rate (as a percent) | item | 0.0350 | 0.0350 |
Level 3 | Mortgage Loans Receivable | Discount Rate | ||
Fair value measurements | ||
Future cash inflows discount rate (as a percent) | item | 0.100 | 0.100 |
Level 3 | Notes Receivable | Discount Rate | ||
Fair value measurements | ||
Future cash inflows discount rate (as a percent) | item | 0.060 | 0.066 |
Carrying Value | ||
Fair value measurements | ||
Mortgage loans receivable | $ 257,282 | $ 257,251 |
Notes receivable | 13,577 | 14,465 |
Bank borrowings | 106,900 | 89,900 |
Senior unsecured notes, net of debt issue costs | 552,521 | 559,482 |
Fair Value | ||
Fair value measurements | ||
Notes receivable | 13,410 | 13,893 |
Bank borrowings | 106,900 | 89,900 |
Fair Value | Level 3 | ||
Fair value measurements | ||
Mortgage loans receivable | 301,097 | 299,751 |
Senior unsecured notes, net of debt issue costs | $ 573,095 | $ 560,140 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 29, 2021 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt: | |||||||
Repayment paid | $ 28,000 | ||||||
Outstanding Balance | $ 659,421 | $ 649,382 | |||||
Available for borrowing | $ 493,100 | 510,100 | |||||
Equity | |||||||
Dividends declared and paid per common share | $ 0.57 | $ 0.57 | |||||
Bank Borrowings | |||||||
Debt: | |||||||
Repayment paid | $ 28,000 | ||||||
Outstanding Balance | $ 106,900 | 89,900 | |||||
Available for borrowing | $ 493,100 | $ 510,100 | |||||
Subsequent Event | Dividend Payable, April 30, 2021 | |||||||
Equity | |||||||
Dividends declared and paid per common share | $ 0.19 | ||||||
Subsequent Event | Dividend Payable, April 30, 2021 | Common Stock | |||||||
Equity | |||||||
Dividends declared and paid per common share | $ 0.19 | ||||||
Subsequent Event | Dividend Payable, May 28, 2021 | |||||||
Equity | |||||||
Dividends declared and paid per common share | $ 0.19 | ||||||
Subsequent Event | Dividend Payable, May 28, 2021 | Common Stock | |||||||
Equity | |||||||
Dividends declared and paid per common share | $ 0.19 | ||||||
Subsequent Event | Dividend Payable, June 30, 2021 | |||||||
Equity | |||||||
Dividends declared and paid per common share | $ 0.19 | ||||||
Subsequent Event | Dividend Payable, June 30, 2021 | Common Stock | |||||||
Equity | |||||||
Dividends declared and paid per common share | $ 0.19 | ||||||
Subsequent Event | Bank Borrowings | |||||||
Debt: | |||||||
Repayment paid | $ 5,000 | ||||||
Outstanding Balance | 101,900 | ||||||
Available for borrowing | $ 498,100 |