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Real Estate and Lending Activities
6 Months Ended
Jun. 30, 2019
Real Estate [Abstract]  
Real Estate and Lending Activities

3. Real Estate and Lending Activities

Acquisitions

We acquired the following assets (in thousands):

 

 

 

For the Six Months

Ended June 30,

 

 

 

2019

 

 

2018

 

Assets Acquired

 

 

 

 

 

 

 

 

Land and land improvements

 

$

242,682

 

 

$

16,121

 

Building

 

 

784,184

 

 

 

232,409

 

Intangible lease assets — subject to amortization (weighted average useful

   life 18.5 years for 2019 and 20.0 years for 2018)

 

 

91,050

 

 

 

25,198

 

Equity investments

 

 

284,399

 

 

 

 

Total assets acquired

 

$

1,402,315

 

 

$

273,728

 

Loans repaid(1)

 

 

 

 

 

(259,378

)

Total net assets acquired

 

$

1,402,315

 

 

$

14,350

 

 

 

(1)

Includes $259.4 million of loans advanced to Steward Health Care System LLC (“Steward”) in 2017 and repaid in 2018 as described more fully below.

 

2019 Activity

On June 10, 2019, we acquired seven community hospitals in Kansas for approximately $145.4 million. The properties are leased to an affiliate of Saint Luke’s Health System (“SLHS”) pursuant to seven individual in-place leases with an average remaining lease term of 14 years. The leases provide for fixed escalations every five years and include two five-year extension options. All seven hospitals were constructed in either 2018 or 2019, and the leases are guaranteed by SLHS.

On June 6, 2019, we acquired 11 hospitals in Australia for a purchase price of approximately AUD$1.2 billion plus stamp duties and registration fees of AUD$66.6 million. The properties are leased to Healthscope, Ltd. (“Healthscope”) pursuant to master lease agreements that have an average initial term of 20 years with annual fixed escalations of 2.5% and multiple extension options. Healthscope was acquired in a simultaneous transaction by Brookfield Business Partners L.P. and certain of its institutional partners.

On May 27, 2019, we invested in a portfolio of 13 acute care campuses and two additional properties in Switzerland for an aggregate purchase price of approximately CHF 236.6 million. The investment was effected through our purchase of a 46% stake in a Swiss healthcare real estate company, Infracore SA, from the previous majority shareholder, Aevis Victoria SA (“Aevis”). The facilities are leased to Swiss Medical Network, a wholly-owned Aevis subsidiary, pursuant to leases with an average 23-year

remaining term subject to annual escalation provisions. We are accounting for our 46% interest in this joint venture under the equity method. Additionally, we purchased a 4.9% stake in Aevis for approximately CHF 47 million on June 28, 2019.

Other acquisitions throughout the first half of 2019 included two acute care hospitals and one inpatient rehabilitation hospital for an aggregate investment of approximately $80 million. One of the acute care hospitals, acquired on April 12, 2019 and located in Big Spring, Texas, is leased to Steward pursuant to the Steward master lease, while the other, located in Poole, England and acquired on April 3, 2019, is leased to BMI Healthcare pursuant to an in-place lease with 14 years remaining on its term and fixed 2.5% annual escalators. The inpatient rehabilitation hospital, acquired on February 8, 2019, is located in Germany and leased to affiliates of Median Kliniken S.à.r.l. (“MEDIAN”).

2018 Activity

On June 27, 2018, we acquired the fee simple real estate of two general acute care hospitals in Massachusetts from Steward in exchange for the reduction of $259.4 million of mortgage loans made to Steward in October 2016, along with an additional $14.4 million in cash consideration. These properties are being leased to Steward pursuant to the original master lease.

 

Development Activities

 

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

 

Property

 

Commitment

 

 

Costs Incurred as of

June 30, 2019

 

 

Estimated

Rent

Commencement

Date

Circle Health (Birmingham, England)

 

$

45,520

 

 

$

34,452

 

 

1Q 2020

Circle Health Rehabilitation (Birmingham, England)

 

 

20,520

 

 

 

15,564

 

 

1Q 2020

Surgery Partners (Idaho Falls, Idaho)

 

 

113,468

 

 

 

69,312

 

 

1Q 2020

 

 

$

179,508

 

 

$

119,328

 

 

 

 

During the first six months of 2018, we completed construction on Ernest Flagstaff. This $25.5 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.

Disposals

2018 Activity

On June 4, 2018, we sold three long-term acute care hospitals located in California, Texas, and Oregon, that were leased and operated by Vibra Healthcare, LLC (“Vibra”), which included our equity investment in operations of the Texas facility. Total proceeds from the transaction were $53.3 million in cash, a mortgage loan in the amount of $18.3 million, and a $1.5 million working capital loan. The transaction resulted in a gain on real estate of $24.2 million, which was partially offset by a $5.1 million non-cash charge to revenue to write-off related straight-line rent receivables.

On March 1, 2018, we sold the real estate of St. Joseph Medical Center in Houston, Texas, for approximately $148 million to 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. 

Leasing Operations (Lessor)

As noted earlier, we acquire and develop healthcare facilities and lease the facilities to healthcare operating companies under long-term net leases (typical initial fixed terms ranging from 10 to 15 years) and most include renewal options at the election of our tenants, generally in five year increments. More than 95% of our leases provide annual rent escalations based on increases in the consumer price index (or similar index outside the U.S.) and/or fixed minimum annual escalations ranging from 0.5% to 3.0%.  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 $210 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 noted below as direct finance leases (“DFLs”), all of our leases are classified as operating leases.

The following table summarizes future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under noncancelable leases as of June 30, 2019 (in thousands):

 

 

 

Total Under

Operating Leases

 

 

Total Under

DFLs

 

 

Total

 

2019 (six months only)

 

$

240,424

 

 

$

30,427

 

 

$

270,851

 

2020

 

 

488,865

 

 

 

62,072

 

 

 

550,937

 

2021

 

 

497,542

 

 

 

63,313

 

 

 

560,855

 

2022

 

 

503,549

 

 

 

64,579

 

 

 

568,128

 

2023

 

 

512,114

 

 

 

65,871

 

 

 

577,985

 

Thereafter

 

 

10,776,966

 

 

 

1,400,026

 

 

 

12,176,992

 

 

 

$

13,019,460

 

 

$

1,686,288

 

 

$

14,705,748

 

 

Direct Financing Leases

At June 30, 2019, leases on 14 Ernest facilities, ten Prime Healthcare Services, Inc. (“Prime”) facilities, and two Alecto Healthcare Services LLC (“Alecto”) facilities are accounted for as DFLs. The components of our net investment in DFLs consisted of the following (in thousands):

 

 

 

As of

June 30,

2019

 

 

As of December 31, 2018

 

Minimum lease payments receivable

 

$

2,063,918

 

 

$

2,091,504

 

Estimated residual values

 

 

420,733

 

 

 

424,719

 

Less: Unearned income

 

 

(1,798,052

)

 

 

(1,832,170

)

Net investment in direct financing leases

 

$

686,599

 

 

$

684,053

 

 

 

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 and Ernest. The new lease had 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.

 

Twelve Oaks Facility

On April 11, 2019, we re-leased our Twelve Oaks facility to a new tenant, Advanced Diagnostics Health System, LLC, pursuant to a 10-year lease, subject to four additional five-year extension options.

Adeptus Health Transition Properties

As noted in previous filings, effective October 2, 2017, we had 16 properties transitioning away from Adeptus Health, Inc. (“Adeptus”) in stages over a two year period as part of Adeptus’ confirmed plan of reorganization under Chapter 11 of the Bankruptcy Code. At June 30, 2019, nine of these properties have been re-leased at rates consistent with that of the previous Adeptus lease, and two properties in the Dallas market were sold in April 2019 and in July 2019 at their approximate book value. Of the five remaining facilities (representing less than 0.5% of our total assets at June 30, 2019), four remain vacant and the final property will be transitioned away from Adeptus on October 1, 2019.

At June 30, 2019, Adeptus 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 June 30, 2019, that the sale or re-leasing of the remaining five transition facilities will not result in any material loss or additional impairment.

Gilbert Facility

In the first quarter of 2018, we terminated the lease at our Gilbert, Arizona facility due to the tenant not meeting its rent obligations pursuant to the lease. As a result of the lease terminating, we recorded a charge to reserve against the straight-line rent receivables. All outstanding receivables due from the former tenant of Gilbert are completely reserved. At June 30, 2019, our Gilbert facility is vacant. Although no assurances can be made that we will not have any impairment charges in the future, we believe our investment in the Gilbert facility (less than 0.2% of total assets at June 30, 2019), is fully recoverable.

Alecto Facilities

At June 30, 2019, we own four acute care facilities that are leased to Alecto and have a mortgage loan on a fifth property. With the decline in the operating results of the facility tenant, we recorded a charge to reserve against the straight-line rent and other receivables outstanding in the 2019 first quarter and did not recognize any rent revenue in the three months ended June 30, 2019.

At June 30, 2019, our total overall investment in these properties is less than 1% of our total assets. On August 7, 2019, Alecto announced closure of two facilities in the Ohio Valley region, which we have an investment in of approximately $30 million. Although no assurances can be made that we will not recognize any impairment charges in the future, we believe our investment in these properties at June 30, 2019 is recoverable.

Loans

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

 

 

 

As of

June 30,

2019

 

 

As of

December 31,

2018

 

Mortgage loans

 

$

1,216,442

 

 

$

1,213,322

 

Other loans

 

 

370,631

 

 

 

373,198

 

Total

 

$

1,587,073

 

 

$

1,586,520

 

 

Other loans typically consist of loans to our tenants for acquisitions and working capital purposes, and include our shareholder loan made to the joint venture with Primotop Holdings S.à.r.l. (“Primotop”) in the amount of €290 million.

 

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 June 30, 2019, we had no investment in any single property greater than 4% of our total assets, which is consistent with December 31, 2018.

 

2)

Operator concentration – For the six months ended June 30, 2019, revenue from Steward and Prime of $176.3 million and $64.0 million, respectively, exceeded 10% of our total revenues. Of these two tenants, no single property represents greater than 4% of our total revenues. In comparison, Steward ($147.9 million), Prime ($63.6 million) and MEDIAN ($57.3 million), respectively, exceeded 10% of our total revenues for the first six months of 2018.

 

3)

Geographic concentration – At June 30, 2019, investments in the U.S., Europe, and Australia represented approximately 75%, 18%, and 7%, respectively, of our total assets. In comparison, investments in the U.S. and Europe represented approximately 80% and 20%, respectively, of our total assets at December 31, 2018.

 

4)

Facility type concentration – For the six months ended June 30, 2019, approximately 86% of our revenues are from our general acute care facilities, while rehabilitation and long-term acute care facilities make up 10% and 4%, respectively. These percentages are similar to those for the first six months of 2018.