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Real Estate and Other Activities
3 Months Ended
Mar. 31, 2022
Real Estate [Abstract]  
Real Estate and Other Activities

3. Real Estate and Other Activities

New Investments

We acquired or invested in the following net assets (in thousands):

 

 

 

For the Three Months
Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Land and land improvements

 

$

9,671

 

 

$

 

Buildings

 

 

204,526

 

 

 

 

Intangible lease assets — subject to amortization (weighted-average useful
   life of
13.2 years for 2022)

 

 

5,461

 

 

 

 

Mortgage loans

 

 

 

 

 

1,090,400

 

Investments in unconsolidated real estate joint ventures

 

 

399,456

 

 

 

 

Investments in unconsolidated operating entities

 

 

131,105

 

 

 

688,017

 

Liabilities assumed

 

 

(25,424

)

 

 

 

Total net assets acquired

 

$

724,795

 

 

$

1,778,417

 

 

2022 Activity

Macquarie Transaction

On March 14, 2022, we completed a transaction with Macquarie Asset Management (“MAM”) to form a partnership (the “Macquarie Transaction”), pursuant to which we contributed eight Massachusetts-based general acute care hospitals that are leased to Steward Health Care System LLC ("Steward") and a fund managed by MAM has acquired, for cash consideration, a 50% interest in the partnership. The transaction valued the portfolio at approximately $1.7 billion, and we recognized a gain on real estate of approximately $600 million from this transaction, partially offset by the write-off of unbilled straight-line rent receivables. The partnership raised nonrecourse secured debt of 55% of asset value, and we received proceeds, including from the secured debt, of approximately $1.3 billion, virtually all of which was used to repay debt. We obtained a 50% interest in the real estate partnership valued at approximately $400 million (included in the "Investments in unconsolidated real estate joint ventures" line of the condensed consolidated balance sheets), which is being accounted for under the equity method of accounting.

Other Transactions

On March 11, 2022, we acquired four general acute care hospitals in Finland for €178 million. These hospitals are leased to Pihlajalinna pursuant to a long-term lease with annual inflation-based escalators. We acquired these facilities by the share purchase of real estate holding entities that included deferred income tax and other liabilities of approximately $25.4 million.

On February 16, 2022, we agreed to participate in an existing syndicated term loan with a term of six years originated on behalf of Priory Group ("Priory"). We funded £96.5 million towards a £100 million participation level in the variable rate loan, reflecting a 3.5% discount.

2021 Activity

Priory Group Transaction

On January 19, 2021, we completed the first of two phases in the Priory transaction in which we funded an £800 million interim mortgage loan on an identified portfolio of Priory real estate assets in the United Kingdom. On June 25, 2021, we completed the second phase of the transaction in which we converted this interim mortgage loan to fee simple ownership in a portfolio of 35 select real estate assets from Priory (which is currently majority-owned by Waterland Private Equity Fund VII C.V. (“Waterland VII”)) in individual sale-and-leaseback transactions. Therefore, the net aggregate purchase price for the real estate assets we acquired from Priory was approximately £800 million, plus customary stamp duty, tax, and other transaction costs.

In addition to the real estate investment, on January 19, 2021, we made a £250 million acquisition loan to Waterland VII, in connection with the closing of Waterland VII’s acquisition of Priory, which was repaid in full plus interest on October 22, 2021.

In addition, we acquired a 9.9% equity interest in the Waterland VII affiliate that indirectly owns Priory.

Other Transactions

On January 8, 2021, we made a $335 million loan to affiliates of Steward, all of the proceeds of which were used to pay to and redeem a similarly sized convertible loan from Steward’s former private equity sponsor. This loan now carries a four percent interest rate with possible additional returns based on the increase in the value of Steward. The initial term of the loan is seven years.

Development Activities

During the 2022 first quarter, we completed construction and began recording rental income on an inpatient rehabilitation facility located in Bakersfield, California. This facility commenced rent on March 1, 2022 and is being leased to Ernest Health, Inc. ("Ernest") pursuant to an existing long-term master lease.

 

See table below for a status summary of our current development projects (in thousands):

 

Property

 

Commitment

 

 

Costs
Incurred as of
March 31, 2022

 

 

Estimated Rent
Commencement
Date

Ernest (Stockton, California)

 

$

47,700

 

 

$

37,104

 

 

3Q 2022

Steward (Texarkana, Texas)

 

 

169,408

 

 

 

56,890

 

 

2Q 2024

 

 

$

217,108

 

 

$

93,994

 

 

 

 

Disposals

2022 Activity

On March 14, 2022, we completed the previously described partnership with MAM, in which we sold the real estate of eight Massachusetts-based general acute care hospitals, with a fair value of approximately $1.7 billion. See "New Investments" in this Note 3 for further details on this transaction.

During the first three months of 2022, we also completed the sale of two other facilities and an ancillary property for approximately $48 million, resulting in a gain on real estate of approximately $15 million.

Summary of Operations for Disposed Assets in 2022

The properties sold during 2022 do not meet the definition of discontinued operations. However, the following represents the operating results from these properties for the periods presented (in thousands):

 

 

 

For the Three Months
Ended March 31,

 

 

 

2022

 

 

2021

 

Revenues(1)

 

$

20,093

 

 

$

30,991

 

Real estate depreciation and amortization(2)

 

 

(100

)

 

 

(7,403

)

Property-related expenses

 

 

(204

)

 

 

(351

)

Other income(3)

 

 

451,609

 

 

 

72

 

Income from real estate dispositions, net

 

$

471,398

 

 

$

23,309

 

(1)
Includes $4.5 million of straight-line rent write-offs associated with the non-Macquarie disposal transactions for the three months ended March 31, 2022.
(2)
Lower in 2022 as we stopped depreciating the properties making up the Macquarie Transaction once deemed held for sale in September 2021.
(3)
Includes $451.6 million of gains (net of $125 million write-off of straight-line rent receivables related to the Macquarie Transaction) for the three months ended March 31, 2022.

2021 Activity

During the first three months of 2021, we completed the sale of one facility and an ancillary property for approximately $11 million, resulting in a net gain on real estate of approximately $1.0 million.

Leasing Operations (Lessor)

We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies under long-term net leases (typical initial fixed terms of at least 15 years) and most include renewal options at the election of our tenants, generally in five year increments. Over 99% of our leases provide annual rent escalations based on increases in the Consumer Price Index (or similar indices outside the U.S.) and/or fixed minimum annual rent escalations. Many of our domestic leases contain purchase options with pricing set at various terms but in no case less than our total investment. For five properties with a carrying value of $231 million, our leases require a residual value guarantee from the tenant. Our leases typically require the tenant to handle and bear most of the costs associated with our properties including repair/maintenance, property taxes, and insurance. We routinely inspect our properties to ensure the residual value of each of our assets is being maintained. Except for leases classified as financing leases as noted below, all of our leases are classified as operating leases.

At March 31, 2022, leases on 13 Ernest facilities and five Prime Healthcare Services, Inc. facilities are accounted for as direct financing leases and leases on 13 of our Prospect Medical Holdings, Inc. (“Prospect”) facilities and five of our Ernest facilities are accounted for as a financing. The components of our total investment in financing leases consisted of the following (in thousands):

 

 

 

As of March 31,
   2022

 

 

As of December 31,
   2021

 

Minimum lease payments receivable

 

$

1,172,338

 

 

$

1,183,855

 

Estimated residual values

 

 

203,818

 

 

 

203,818

 

Less: Unearned income and allowance for credit loss

 

 

(905,874

)

 

 

(918,584

)

Net investment in direct financing leases

 

 

470,282

 

 

 

469,089

 

Other financing leases (net of allowance for credit loss)

 

 

1,592,945

 

 

 

1,584,238

 

Total investment in financing leases

 

$

2,063,227

 

 

$

2,053,327

 

 

 

 

COVID-19 Rent Deferrals

Due to the COVID-19 pandemic and its impact on our tenants' business, we agreed to defer collection of a certain amount of rent for a few tenants. Pursuant to our agreements with these tenants, we expect repayments of previously deferred rent to continue, with the remaining outstanding deferred rent balance of approximately $12.4 million as of March 31, 2022, to be paid over specified periods in the future with interest.

Alecto Facilities

As noted in previous filings, we originally leased four acute care facilities to and had a mortgage loan on a fifth property (Olympia Medical Center) with Alecto Healthcare Services LLC (“Alecto”), along with working capital loans. Three of the four leased acute care facilities were sold in prior periods. In the first quarter of 2021, Alecto completed the sale of Olympia Medical Center to the UCLA Health System. Our proceeds of approximately $51 million from this sale were used to pay off the mortgage and working capital loans in full, with the remaining proceeds used to recover certain previously reserved past due receivables. In the first quarter of 2022, we signed a lease amendment on the remaining facility leased to Alecto, and all rent and other payment obligations have been made in accordance with the amended terms. At March 31, 2022, this acute care facility leased to Alecto represents less than 0.1% of our total assets.

Halsen Healthcare

On September 30, 2019, we acquired the real estate of Watsonville Community Hospital in Watsonville, California for $40 million, which was then leased to Halsen Healthcare. In addition, we made a working capital loan to Halsen Healthcare. The hospital operator faced significant financial challenges over a two-year period that were worsened by revenue losses during the COVID-19 pandemic. During this time, we increased the loan in an effort to support the operator of this facility. On December 5, 2021, Halsen Healthcare filed Chapter 11 bankruptcy in order to reorganize, while keeping the hospital open. As such, we have recorded a credit loss reserve and have written off approximately $2.5 million of billed and straight-line rent receivables.

On February 23, 2022, the bankruptcy court approved the Pajaro Valley Healthcare District's bid to purchase the operations of the Watsonville Community Hospital and lease the real estate from us. Although there are regulatory and other hurdles still to be met, this transaction is otherwise expected to close by August 31, 2022. At March 31, 2022, we believe our total investment in the Watsonville property, representing less than 0.5% of total assets, is fully recoverable, but no assurances can be given that we will not have any further write-offs or impairments in future periods.

Other Leasing Activities

At March 31, 2022, 99% of our properties are occupied by tenants, leaving only six properties as vacant, representing less than 0.5% of total assets. One of these vacant facilities was sold in April 2022 for $45 million.

Investments in Unconsolidated Entities

Investments in Unconsolidated Real Estate Joint Ventures

Our primary business strategy is to acquire real estate and lease to providers of healthcare services. Typically, we directly own 100% of such fee simple real estate. However, from time-to-time, we will co-invest with other investors that share a similar view that hospital real estate is a necessary infrastructure-type asset in communities. In these types of investments, we will own undivided interests of less than 100% of the real estate and share control over the assets through unconsolidated real estate joint ventures. The underlying real estate and leases in these unconsolidated real estate joint ventures are structured similarly to the rest of our real estate portfolio.

 

The following is a summary of our investments in unconsolidated real estate joint ventures by operator (amounts in thousands):

 

Operator

 

As of March 31,
   2022

 

 

As of December 31,
   2021

 

Median Kliniken S.á.r.l ("MEDIAN")

 

$

505,883

 

 

$

517,648

 

Swiss Medical Network

 

 

473,235

 

 

 

476,193

 

Steward (Macquarie Transaction)

 

 

400,367

 

 

 

 

Policlinico di Monza

 

 

93,833

 

 

 

95,468

 

HM Hospitales

 

 

61,196

 

 

 

63,618

 

Total

 

$

1,534,514

 

 

$

1,152,927

 

 

 

Investments in Unconsolidated Operating Entities

Our investments in unconsolidated operating entities are noncontrolling investments that are typically made in conjunction with larger real estate transactions in which the operators are vetted as part of our overall underwriting process. We make these investments from time-to-time in order to enhance our overall return and provide for certain minority rights and protections.

 

The following is a summary of our investments in unconsolidated operating entities (amounts in thousands):

 

 

Operator

 

As of March 31,
   2022

 

 

As of December 31,
   2021

 

Steward (loan investment)

 

$

363,236

 

 

$

360,164

 

International joint venture

 

 

231,403

 

 

 

219,387

 

Springstone, LLC ("Springstone")

 

 

192,958

 

 

 

187,450

 

Priory

 

 

167,478

 

 

 

42,315

 

Swiss Medical Network

 

 

157,431

 

 

 

159,208

 

Steward (equity investment)

 

 

139,000

 

 

 

139,000

 

Prospect

 

 

112,319

 

 

 

112,283

 

Aevis Victoria SA ("Aevis")

 

 

76,029

 

 

 

61,271

 

Aspris Children's Services ("Aspris")

 

 

15,988

 

 

 

8,356

 

Total

 

$

1,455,842

 

 

$

1,289,434

 

 

The increase during the 2022 first quarter is primarily due to our investment in the Priory syndicated term loan as described under "New Investments" in this Note 3.

Credit Loss Reserves

Upon the adoption of Accounting Standards Update ("ASU") No. 2016-13 "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") on January 1, 2020, we began applying a forward-looking "expected loss" model to all of our financing receivables, including financing leases and loans. We are using ASU 2016-13 to establish credit loss reserves on all outstanding loans based on historical credit losses of similar instruments.

The following table summarizes the activity in our credit loss reserves (in thousands):

 

 

 

For the Three Months
Ended March 31,

 

 

 

2022

 

 

2021

 

Balance at beginning of the year

 

$

48,527

 

 

$

8,726

 

Provision for credit loss

 

 

5,412

 

 

 

 

Expected credit losses related to financial instruments sold
    or repaid

 

 

(6

)

 

 

(4

)

Balance at end of the period

 

$

53,933

 

 

$

8,722

 

Other Investment Activities

Pursuant to our approximate 5% stake in Aevis and other investments marked to fair value, we recorded an $8.0 million favorable non-cash fair value adjustment during the first quarter of 2022; whereas, this was a $4.1 million favorable non-cash fair value adjustment for the same period of 2021.

Pursuant to our existing 9.9% equity interest in Steward, we received an $11 million cash distribution during the first quarter of 2021, which was accounted for as a return of capital.

Concentrations of Credit Risk

We monitor concentration risk in several ways due to the nature of our real estate assets that are vital to the communities in which they are located and given our history of being able to replace inefficient operators of our facilities, if needed, with more effective operators:

1)
Facility concentration – At March 31, 2022, our largest single property represented approximately 2.8% of our total assets, similar to December 31, 2021.
2)
Operator concentration – For the three months ended March 31, 2022, revenue from Steward and Circle Health Ltd. ("Circle") individually represented more than 10% of our total revenues. In comparison, Steward, Circle, and Prospect individually represented more than 10% of our total revenues for the three months ended March 31, 2021.
3)
Geographic concentration – At March 31, 2022, investments in the U.S., Europe, Australia, and South America represented approximately 63%, 31%, 5%, and 1%, respectively, of our total assets compared to 64%, 30%, 5%, and 1%, respectively, of our total assets at December 31, 2021.
4)
Facility type concentration – For the three months ended March 31, 2022, approximately 77% of our revenues were generated from our general acute care facilities, while revenues from our behavioral and rehabilitation facilities made up 13% and 7%, respectively. Freestanding ER/urgent care facilities and long-term acute care facilities combined to make up the remaining 3%. In comparison, general acute care, rehabilitation, and behavioral health facilities made up 83%, 8%, and 5%, respectively, of our total revenues for the three months ended March 31, 2021, while freestanding ER/urgent care facilities and long-term acute care facilities combined to make up the remaining 4%.