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Real Estate and Lending Activities
3 Months Ended
Mar. 31, 2018
Text Block [Abstract]  
Real Estate and Lending Activities

3. Real Estate and Lending Activities

Acquisitions

We acquired the following assets (in thousands):

 

 

 

Three Months

Ended March 31,

 

 

 

2018

 

 

2017

 

Assets Acquired

 

 

 

 

 

 

 

 

Land

 

$

 

 

$

1,230

 

Building

 

 

 

 

 

6,901

 

Intangible lease assets — subject to amortization

 

 

 

 

 

873

 

Total assets acquired

 

$

 

 

$

9,004

 

On January 30, 2017, we acquired an inpatient rehabilitation hospital in Germany for €8.4 million. This acquisition was the final property to close as part of the six hospital portfolio that we agreed to buy in September 2016 for an aggregate amount of €44.1 million. This property is leased to affiliates of Median Kliniken S.à r.l. (“MEDIAN”) pursuant to the existing long-term master lease agreement reached with MEDIAN in 2015.

Development Activities

During the 2018 first quarter, we completed construction on Ernest Flagstaff. This $24 million inpatient rehabilitation facility located in Flagstaff, Arizona opened on March 1, 2018 and is being leased to Ernest pursuant to a stand-alone lease, with terms generally similar to the original master lease.

See table below for a status update on our current development projects (in thousands):

 

Property

 

Commitment

 

 

Costs Incurred as of

March 31, 2018

 

 

Estimated

Completion

Date

Circle Health (Birmingham, England)

 

$

45,211

 

 

$

18,369

 

 

1Q 2019

Surgery Partners (Idaho Falls, Idaho)

 

 

113,468

 

 

 

16,753

 

 

1Q 2020

 

 

$

158,679

 

 

$

35,122

 

 

 

Disposals

On March 1, 2018, we sold the real estate of St. Joseph Medical Center in Houston, Texas, for approximately $148 million to Steward Health Care System LLC (“Steward”). In return, we received a mortgage loan equal to the purchase price, with such loan secured by the underlying real estate. The mortgage loan has terms consistent with the other mortgage loans in the Steward portfolio. This transaction resulted in a gain of $1.5 million, offset by a $1.7 million non-cash charge to revenue to write-off related straight-line rent receivables on this property.

On March 31, 2017, we sold the EASTAR Health System real estate located in Muskogee, Oklahoma, which was leased to RCCH Healthcare Partners (“RCCH”). Total proceeds from this transaction were approximately $64 million resulting in a gain of $7.4 million, partially offset by a $0.6 million non-cash charge to revenue to write-off related straight-line rent receivables on this property.


Leasing Operations

At March 31, 2018, leases on 14 Ernest facilities, ten Prime Healthcare Services, Inc. (“Prime”) facilities, and two Alecto Healthcare Services LLC (“Alecto”) facilities are accounted for as direct financing leases (“DFLs”). The components of our net investment in DFLs consisted of the following (in thousands):

 

 

 

As of

March 31,

2018

 

 

As of December 31, 2017

 

Minimum lease payments receivable

 

$

2,223,869

 

 

$

2,294,081

 

Estimated residual values

 

 

434,769

 

 

 

448,339

 

Less: Unearned income

 

 

(1,972,614

)

 

 

(2,043,693

)

Net investment in direct financing

   leases

 

$

686,024

 

 

$

698,727

 

 

On March 15, 2018, we entered into a new lease agreement of our long-term acute care facility in Boise, Idaho with a joint venture formed by Vibra Healthcare, LLC (“Vibra”) and Ernest. The new lease has an initial 15-year fixed term (ending March 2033) with three extension options of five years each. With this transaction, we incurred a non-cash charge of $1.5 million to write-off DFL unbilled interest associated with the previous lease to Ernest on this property.

 

Adeptus Health

As noted in previous filings, we have 16 properties that we plan to re-lease to a new operator or sell. These properties are being transitioned away from Adeptus Health in stages over a two year period as part of Adeptus Health’s confirmed plan of reorganization under Chapter 11 of the Bankruptcy Code. Rent is being paid by Adeptus Health during this transition period. On January 1, 2018 and April 1, 2018, Adeptus Health vacated and stopped making rent payments on five and three properties, respectively. As a result of the shortening of our lease term on these and eight other properties, we recorded $1.8 million to accelerate straight-line rent receivable amortization in the 2018 first quarter. At March 31, 2018, Adeptus Health is current on its rent obligations to us. Although no assurances can be made that we will not recognize a loss in the future, we believe at March 31, 2018 that the sale or re-leasing of the assets related to these 16 transition facilities will not result in any material loss or impairment.

Gilbert and Florence Facilities

In the first quarter of 2018, we terminated the lease at our Gilbert and Florence, Arizona facilities due to the tenant not meeting its rent obligations pursuant to the lease. As a result of the lease terminating, we recorded a charge of $1.1 million to reserve against the straight-line rent receivables. This former tenant has continued to occupy the facility, but on April 25, 2018, this former tenant filed for involuntary bankruptcy. At March 31, 2018, all outstanding receivables were completely reserved.  Although no assurances can be made that we will not have any impairment charges in the future, we believe our investment in Gilbert and Florence of $38.1 million at March 31, 2018, is fully recoverable.

Loans

The following is a summary of our loans (in thousands):

 

 

 

As of

March 31,

2018

 

 

As of

December 31,

2017

 

Mortgage loans

 

$

1,927,393

 

 

$

1,778,316

 

Acquisition loans

 

 

117,627

 

 

 

118,448

 

Working capital and other loans

 

 

31,215

 

 

 

31,761

 

 

 

$

2,076,235

 

 

$

1,928,525

 

 

The increase in mortgage loans relates to the St. Joseph property that was sold on March 1, 2018 – see “Disposals” section of this Note 3 for further information. Our non-mortgage loans typically consist of loans to our tenants for acquisitions and working capital purposes. At March 31, 2018, acquisition loans includes $113.9 million in loans to Ernest.


Concentrations of Credit Risk

Our revenue concentration for the three months ended March 31, 2018 as compared to the prior year is as follows (dollars in thousands):

Revenue by Operator

 

 

For the Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Operators

 

Total

Revenue

 

 

Percentage of

Total Revenue

 

 

Total

Revenue

 

 

Percentage of

Total Revenue

 

Steward (1)

 

$

73,227

 

 

 

35.7

%

 

$

33,704

 

 

 

21.6

%

Prime

 

 

31,778

 

 

 

15.5

%

 

 

31,511

 

 

 

20.1

%

MEDIAN

 

 

29,088

 

 

 

14.2

%

 

 

23,450

 

 

 

15.0

%

Ernest

 

 

16,416

 

 

 

8.0

%

 

 

17,520

 

 

 

11.2

%

RCCH

 

 

9,537

 

 

 

4.7

%

 

 

9,306

 

 

 

6.0

%

Other operators

 

 

45,000

 

 

 

21.9

%

 

 

40,906

 

 

 

26.1

%

Total

 

$

205,046

 

 

 

100.0

%

 

$

156,397

 

 

 

100.0

%

(1) Includes revenue from IASIS prior to being acquired by Steward on September 29, 2017.

Revenue by U.S. State and Country

 

 

For the Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

U.S. States and Other Countries

 

Total

Revenue

 

 

Percentage of

Total Revenue

 

 

Total

Revenue

 

 

Percentage of

Total Revenue

 

Texas

 

$

30,355

 

 

 

14.8

%

 

$

24,737

 

 

 

15.8

%

Massachusetts

 

 

26,940

 

 

 

13.1

%

 

 

26,584

 

 

 

17.0

%

Utah

 

 

20,871

 

 

 

10.2

%

 

 

2,534

 

 

 

1.6

%

California

 

 

16,666

 

 

 

8.1

%

 

 

16,565

 

 

 

10.6

%

Arizona

 

 

11,386

 

 

 

5.6

%

 

 

7,332

 

 

 

4.7

%

All other states

 

 

60,037

 

 

 

29.3

%

 

 

51,465

 

 

 

32.9

%

Total U.S.

 

$

166,255

 

 

 

81.1

%

 

$

129,217

 

 

 

82.6

%

Germany

 

$

37,665

 

 

 

18.4

%

 

$

26,190

 

 

 

16.7

%

United Kingdom, Italy, and Spain

 

 

1,126

 

 

 

0.5

%

 

 

990

 

 

 

0.7

%

Total International

 

$

38,791

 

 

 

18.9

%

 

$

27,180

 

 

 

17.4

%

Grand Total

 

$

205,046

 

 

 

100.0

%

 

$

156,397

 

 

 

100.0

%

 

On a gross asset basis (as defined in the “Reconciliation of Non-GAAP Financial Measures” section of Item 2 of this Form 10-Q), our concentration as of March 31, 2018 as compared to December 31, 2017 is as follows (dollars in thousands):

Gross Assets by Operator

 

 

As of March 31, 2018

 

 

As of December 31, 2017

 

Operators

 

Total

Gross Assets

 

 

Percentage of

Total Gross Assets

 

 

Total

Gross Assets

 

 

Percentage of

Total Gross Assets

 

Steward (1)

 

$

3,459,275

 

 

 

36.2

%

 

$

3,457,384

 

 

 

36.5

%

MEDIAN

 

 

1,261,991

 

 

 

13.2

%

 

 

1,229,325

 

 

 

13.0

%

Prime

 

 

1,120,737

 

 

 

11.7

%

 

 

1,119,484

 

 

 

11.8

%

Ernest

 

 

612,112

 

 

 

6.4

%

 

 

629,161

 

 

 

6.6

%

RCCH

 

 

506,265

 

 

 

5.3

%

 

 

506,265

 

 

 

5.3

%

Other operators

 

 

2,118,132

 

 

 

22.3

%

 

 

2,089,934

 

 

 

22.1

%

Other assets

 

 

466,095

 

 

 

4.9

%

 

 

444,659

 

 

 

4.7

%

Total

 

$

9,544,607

 

 

 

100.0

%

 

$

9,476,212

 

 

 

100.0

%

(1) Includes approximately $1.8 billion of triple net leased gross assets.

 

Gross Assets by U.S. State and Country

 

 

As of March 31, 2018

 

 

As of December 31, 2017

 

U.S. States and Other Countries

 

Total

Gross Assets

 

 

Percentage of

Total Gross Assets

 

 

Total

Gross Assets

 

 

Percentage of

Total Gross Assets

 

Massachusetts

 

$

1,298,226

 

 

 

13.6

%

 

$

1,297,226

 

 

 

13.7

%

Texas

 

 

1,260,795

 

 

 

13.2

%

 

 

1,257,390

 

 

 

13.3

%

Utah

 

 

1,035,748

 

 

 

10.9

%

 

 

1,035,501

 

 

 

10.9

%

California

 

 

542,873

 

 

 

5.7

%

 

 

542,876

 

 

 

5.7

%

Arizona

 

 

489,185

 

 

 

5.1

%

 

 

491,284

 

 

 

5.2

%

All other states

 

 

2,616,686

 

 

 

27.4

%

 

 

2,618,536

 

 

 

27.6

%

Other domestic assets

 

 

402,841

 

 

 

4.2

%

 

 

387,050

 

 

 

4.1

%

Total U.S.

 

$

7,646,354

 

 

 

80.1

%

 

$

7,629,863

 

 

 

80.5

%

Germany

 

$

1,623,755

 

 

 

17.0

%

 

$

1,581,726

 

 

 

16.7

%

United Kingdom, Italy, and Spain

 

 

211,244

 

 

 

2.2

%

 

 

207,014

 

 

 

2.2

%

Other international assets

 

 

63,254

 

 

 

0.7

%

 

 

57,609

 

 

 

0.6

%

Total International

 

$

1,898,253

 

 

 

19.9

%

 

$

1,846,349

 

 

 

19.5

%

Grand Total

 

$

9,544,607

 

 

 

100.0

%

 

$

9,476,212

 

 

 

100.0

%

 

On an individual property basis, we had no investment of any single property greater than 3.7% of our total gross assets as of March 31, 2018.