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Real Estate and Other Activities
9 Months Ended
Sep. 30, 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 Nine Months
Ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Land and land improvements

 

$

34,925

 

 

$

562,742

 

Buildings

 

 

312,645

 

 

 

1,670,741

 

Intangible lease assets — subject to amortization (weighted-average useful
   life of
20.4 years for 2022 and 36.1 years for 2021)

 

 

19,839

 

 

 

197,735

 

Mortgage loans(1)(2)

 

 

100,000

 

 

 

1,090,400

 

Investments in unconsolidated real estate joint ventures

 

 

399,456

 

 

 

 

Investments in unconsolidated operating entities

 

 

131,105

 

 

 

845,646

 

Liabilities assumed

 

 

(25,727

)

 

 

(65,525

)

 

 

 

972,243

 

 

 

4,301,739

 

Loans repaid(1)

 

 

 

 

 

(1,090,400

)

Total net assets acquired

 

$

972,243

 

 

$

3,211,339

 

(1)
The 2021 column includes an £800 million mortgage loan advanced to the Priory Group ("Priory") in the first quarter of 2021 and converted to fee simple ownership of 35 properties in the second quarter of 2021 as described below.
(2)
In the 2022 second quarter, we increased our mortgage loan to Prospect Medical Holdings, Inc. ("Prospect") that was originated in 2019 and that is secured by a first lien on a California hospital. The loan bears interest at a current market rate plus a component of additional interest upon repayment.

2022 Activity

Macquarie Transaction

On March 14, 2022, we completed a transaction with Macquarie Asset Management (“MAM”), an unrelated party, 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 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 ($194 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 $26 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. We funded £96.5 million ($131 million) towards a £100 million participation level in the variable rate loan, reflecting a 3.5% discount.

Other acquisitions in the first nine months of 2022 included six general acute care facilities. Three general acute care facilities, located throughout Spain, were acquired on April 29, 2022 for 27 million and are leased to GenesisCare pursuant to a long-term lease with annual inflation-based escalators. Two general acute care facilities, one in Arizona and the other in Florida, were acquired on April 18 and 25, 2022, respectively, for approximately $80 million and are leased to Steward pursuant to an already existing master lease agreement with annual inflation-based escalators. The other general acute care facility, located in Colombia, was acquired on July 29, 2022 for $26 million and is leased to Fundación Cardiovascular de Colombia pursuant to a long-term lease with inflation-based escalators.

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 interim 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 August 1, 2021, we completed the acquisition of five general acute care hospitals located in South Florida for approximately $900 million, plus closing and other transaction costs. These hospitals are leased to Steward pursuant to a master lease that has an initial fixed term ending in 2041 with annual inflation-based escalators.

On July 6, 2021, we acquired four acute care hospitals and two on-campus medical office buildings in Los Angeles, California for $215 million. These hospitals are leased to Pipeline Health System ("Pipeline") pursuant to a long-term lease with annual inflation-based escalators.

On July 6, 2021, we also acquired an acute care hospital in Stirling, Scotland for £15.6 million. This hospital is leased to Circle Health Ltd. ("Circle") pursuant to a long-term lease with annual inflation-based escalators.

On April 16, 2021, we made a CHF 145 million investment in Swiss Medical Network, our tenant via our Infracore SA ("Infracore") equity investment.

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 second quarter, we agreed to finance the development of four new projects. One of these development projects is a behavioral health facility in McKinney, Texas with a total budget of approximately $35 million. This facility will be leased to Springstone, LLC ("Springstone") pursuant to the existing long-term master lease. In addition, we agreed to finance the development of and lease three general acute care facilities located throughout Spain for a total commitment of approximately €120 million. These facilities will be leased to our existing tenant, IMED Hospitales ("IMED"), under a long-term master lease agreement.

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
September 30, 2022

 

 

Estimated Rent
Commencement
Date

Steward (Texas)

 

$

169,408

 

 

$

57,911

 

 

4Q 2025

Ernest (Stockton, California)

 

 

47,700

 

 

 

43,785

 

 

4Q 2022

IMED (Spain)

 

 

46,159

 

 

 

11,809

 

 

2Q 2023

IMED (Spain)

 

 

41,577

 

 

 

29,182

 

 

3Q 2023

Springstone (Texas)

 

 

34,600

 

 

 

1,144

 

 

1Q 2024

IMED (Spain)

 

 

33,635

 

 

 

7,535

 

 

3Q 2024

 

 

$

373,079

 

 

$

151,366

 

 

 

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 nine months of 2022, we also completed the sale of 15 other facilities (including 11 properties sold on September 1, 2022 related to the Prime Healthcare Services, Inc. ("Prime") repurchase option for proceeds of $366 million) and five ancillary properties for total proceeds of approximately $522 million and recognized a gain on real estate of approximately $100 million, along with a $42 million write-off of straight-line rent receivables due to the early termination of certain properties' expected lease terms.

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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenues(1)

 

$

(27,026

)

 

$

44,963

 

 

$

17,831

 

 

$

135,392

 

Real estate depreciation and amortization(2)

 

 

(929

)

 

 

(7,245

)

 

 

(4,683

)

 

 

(26,292

)

Property-related expenses

 

 

156

 

 

 

(778

)

 

 

(1,752

)

 

 

(4,330

)

Other income(3)

 

 

68,867

 

 

 

47

 

 

 

536,823

 

 

 

181

 

Income from real estate dispositions, net

 

$

41,068

 

 

$

36,987

 

 

$

548,219

 

 

$

104,951

 

(1)
Includes approximately $35 million and $42 million of straight-line rent and other write-offs associated with the non-Macquarie disposal transactions for the three and nine months ended September 30, 2022, respectively.
(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 $68.8 million and $536.8 million of gains (net of $125 million write-off of straight-line rent receivables related to the Macquarie Transaction) for the three and nine months ended September 30, 2022, respectively.

 

2021 Activity

During the first nine months of 2021, we completed the sale of nine facilities and an ancillary property for approximately $67 million, resulting in a net gain on real estate of approximately $9 million.

Leasing Operations (Lessor)

We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies. The initial fixed lease terms of these infrastructure-type assets are typically 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 initial investment. For three properties with a carrying value of approximately $110 million at September 30, 2022, 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 our assets are being maintained properly and in compliance with the terms of our leases.

For all of our properties subject to lease, we are the legal owner of the property and the tenant's right to use and possess such property is guided by the terms of a lease. At September 30, 2022, we account for all of these leases as operating leases, except where GAAP requires alternative classification, including leases on 13 Ernest facilities and three Prime facilities that are accounted for as direct financing leases and leases on 13 of our Prospect facilities and five of our Ernest facilities that are accounted for as a financing. The components of our total investment in financing leases consisted of the following (in thousands):

 

 

 

As of September 30,
   2022

 

 

As of December 31,
   2021

 

Minimum lease payments receivable

 

$

888,308

 

 

$

1,183,855

 

Estimated unguaranteed residual values

 

 

203,818

 

 

 

203,818

 

Less: Unearned income and allowance for credit loss

 

 

(741,083

)

 

 

(918,584

)

Net investment in direct financing leases

 

 

351,043

 

 

 

469,089

 

Other financing leases (net of allowance for credit loss)

 

 

1,613,978

 

 

 

1,584,238

 

Total investment in financing leases

 

$

1,965,021

 

 

$

2,053,327

 

 

The decrease in the total investment in financing leases during the first nine months of 2022 is primarily related to financing leases associated with two properties sold on September 1, 2022 associated with the Prime repurchase transaction.

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 $15.1 million as of September 30, 2022, to be paid over specified periods in the future with interest.

Pipeline Health System

On October 2, 2022, Pipeline filed for reorganization relief under Chapter 11 protection of the United States Bankruptcy Code in the Southern District of Texas, while keeping its hospitals open to continue providing care to the communities served. As mentioned above in this same Note 3, all of the facilities we lease to Pipeline are located in California, representing 1% of our total assets. At September 30, 2022, Pipeline has made all of its required rental payments, and we have on-hand cash deposits of approximately $13 million. We believe our investment in these facilities is fully recoverable at this time, but no assurances can be given that we will not have any write-offs or impairments in future periods.

Watsonville Community Hospital

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 the COVID-19 pandemic. During this time, we increased the loan in an effort to support the operator of this facility, allowing it to continue serving the community's needs. On December 5, 2021, Halsen Healthcare filed Chapter 11 bankruptcy in order to reorganize, while keeping the hospital open. As such, we recorded a credit loss reserve against the estimated uncollectible portion of the loan and wrote off approximately $2.5 million of billed and straight-line rent receivables.

On February 23, 2022, the bankruptcy court approved the bid by Pajaro Valley Healthcare District Corporation ("Pajaro") to purchase the operations of the Watsonville Community Hospital and lease the real estate from us. On August 31, 2022, Pajaro completed this purchase of the operations of the Watsonville Community Hospital. As a result of this transaction, we were repaid

approximately $32 million of the loans previously provided to the hospital. This loan repayment resulted in a credit loss recovery of approximately $20 million in the 2022 third quarter as shown in the "Other (including fair value adjustments on securities)" line of the condensed consolidated statements of net income. To date, Pajaro has been current on its monthly rental payments to us.

Other Leasing Activities

At September 30, 2022, 99% of our properties are occupied by tenants, leaving five properties as vacant, representing less than 0.3% of total assets. We are in various stages of either releasing or selling these vacant properties, for one of which we received and recorded a significant termination fee in 2019.

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 investment. 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 and carry a similar risk profile 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 September 30,
   2022

 

 

As of December 31,
   2021

 

Median Kliniken S.á.r.l ("MEDIAN")

 

$

449,226

 

 

$

517,648

 

Swiss Medical Network

 

 

422,731

 

 

 

476,193

 

Steward (Macquarie Transaction)

 

 

419,040

 

 

 

 

Policlinico di Monza

 

 

78,057

 

 

 

95,468

 

HM Hospitales

 

 

52,956

 

 

 

63,618

 

Total

 

$

1,422,010

 

 

$

1,152,927

 

 

For the increase in our investments in unconsolidated real estate joint ventures since December 31, 2021, see "New Investments" section in this same Note 3 for a discussion of the Macquarie Transaction. Through the first nine months of 2022, we received approximately $66 million of dividends from these real estate joint ventures, including approximately $27 million of annual dividends from our joint venture in Switzerland.

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. In many cases, we would not be able to acquire the larger real estate portfolio without such investments in operators. These investments also offer the opportunity 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 September 30,
   2022

 

 

As of December 31,
   2021

 

Steward (loan investment)

 

$

362,825

 

 

$

360,164

 

International joint venture

 

 

231,402

 

 

 

219,387

 

Springstone

 

 

200,827

 

 

 

187,450

 

Priory

 

 

144,266

 

 

 

42,315

 

Swiss Medical Network

 

 

147,189

 

 

 

159,208

 

Steward (equity investment)

 

 

139,000

 

 

 

139,000

 

Prospect

 

 

112,774

 

 

 

112,283

 

Aevis Victoria SA ("Aevis")

 

 

73,746

 

 

 

61,271

 

Aspris Children's Services ("Aspris")

 

 

16,032

 

 

 

8,356

 

Total

 

$

1,428,061

 

 

$

1,289,434

 

 

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

Pursuant to our approximate 5% stake in Aevis and other investments marked to fair value, we recorded a $12.6 million favorable non-cash fair value adjustment during the first nine months of 2022 as shown in the "Other (including fair value adjustments on securities)" line of the condensed consolidated statements of net income; whereas, this was a $2.8 million favorable non-cash fair value adjustment for the same period of 2021. We also earned approximately $4 million of dividend income from our Switzerland investments during the first nine months of 2022.

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

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 financing receivables 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 September 30,

 

 

 

2022

 

 

2021

 

Balance at beginning of the period

 

$

55,250

 

 

$

7,783

 

Provision (recovery) for credit loss

 

 

(19,677

)

 

 

1,829

 

Expected credit loss reserve related to financial instruments
     sold, repaid, or satisfied

 

 

(26,362

)

 

 

(85

)

Balance at end of the period

 

$

9,211

 

 

$

9,527

 

 

 

 

For the Nine Months
Ended September 30,

 

 

 

2022

 

 

2021

 

Balance at beginning of the year

 

$

48,527

 

 

$

8,726

 

Provision (recovery) for credit loss

 

 

(12,920

)

 

 

890

 

Expected credit loss reserve related to financial instruments
     sold, repaid, or satisfied

 

 

(26,396

)

 

 

(89

)

Balance at end of the period

 

$

9,211

 

 

$

9,527

 

 

Other Investment Activities

In the 2022 second quarter, we loaned $150 million to Steward pursuant to a five-year secured loan. The loan bears interest at a current market rate (comparable to recent lease rates) plus a component of additional interest upon repayment. The loan is prepayable without penalty and is mandatorily prepayable upon certain sales of Steward assets and operations.

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 September 30, 2022, our largest single property represented approximately 3.0% of our total assets, similar to December 31, 2021.
2)
Operator concentration – For the three and nine months ended September 30, 2022, revenue from each of Steward, Circle, and Prospect individually represented more than 10% of our total revenues. In comparison, Steward and Circle, individually, represented more than 10% of our total revenues for the three and nine months ended September 30, 2021.
3)
Geographic concentration – At September 30, 2022 and December 31, 2021, investments in the U.S., Europe, Australia, and South America represented approximately 64%, 30%, 5%, and 1%, respectively, of our total assets.
4)
Facility type concentration – For the three and nine months ended September 30, 2022, approximately 75% of our revenues were generated from our general acute care facilities, while revenues from our behavioral and rehabilitation facilities made up 14% and 8%, respectively. Freestanding ER/urgent care facilities and long-term acute care facilities combined to make up the remaining 3%. In comparison, general acute care and rehabilitation facilities made up 80% and 10%, respectively, of our total revenues for the three and nine months ended September 30, 2021, while revenues from our behavioral health, freestanding ER/urgent care, and long-term acute care facilities combined to make up approximately 10% of our revenues for the same periods.

(For geographic and facility type concentration metrics above, we allocate our investments in operating entities pro rata based on the gross book value of the real estate. Such pro rata allocations are subject to change from period to period.)