Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36181 | |
Entity Registrant Name | CareTrust REIT, Inc. | |
Entity Central Index Key | 0001590717 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-3999490 | |
Entity Address, Address Line One | 905 Calle Amanecer | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | San Clemente | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92673 | |
City Area Code | 949 | |
Local Phone Number | 542-3130 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CTRE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 97,035,096 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Real estate investments, net | $ 1,575,403 | $ 1,448,099 |
Other real estate investments | 15,150 | 15,000 |
Assets held for sale, net | 0 | 7,226 |
Cash and cash equivalents | 1,771 | 18,919 |
Restricted cash | 309,187 | 0 |
Accounts and other receivables | 1,786 | 1,823 |
Prepaid expenses and other assets, net | 7,570 | 10,450 |
Deferred financing costs, net | 1,552 | 2,042 |
Total assets | 1,912,419 | 1,503,559 |
Liabilities and Equity: | ||
Senior unsecured notes payable, net | 690,890 | 296,669 |
Senior unsecured term loan, net | 199,031 | 198,925 |
Unsecured revolving credit facility | 50,000 | 50,000 |
Accounts payable and accrued liabilities | 16,804 | 19,572 |
Dividends payable | 26,085 | 24,251 |
Total liabilities | 982,810 | 589,417 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized, 96,296,673 and 95,215,797 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 963 | 952 |
Additional paid-in capital | 1,189,402 | 1,164,402 |
Cumulative distributions in excess of earnings | (260,756) | (251,212) |
Total equity | 929,609 | 914,142 |
Total liabilities and equity | $ 1,912,419 | $ 1,503,559 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred stock, outstanding (shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, issued (shares) | 96,296,673 | 95,215,797 |
Common stock, outstanding (shares) | 96,296,673 | 95,215,797 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Rental income | $ 47,744 | $ 42,507 | $ 92,990 | $ 84,971 |
Independent living facilities | $ 0 | $ 615 | $ 0 | $ 1,240 |
Independent living facilities, revenue services | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember |
Interest and other income | $ 514 | $ 1,046 | $ 1,019 | $ 2,297 |
Total revenues | 48,258 | 44,168 | 94,009 | 88,508 |
Expenses: | ||||
Depreciation and amortization | 13,843 | 13,239 | 27,316 | 26,399 |
Interest expense | 6,534 | 5,849 | 12,296 | 12,563 |
Property taxes | 766 | 837 | 1,462 | 1,322 |
Independent living facilities | $ 0 | $ 546 | $ 0 | $ 1,092 |
Independent living facilities, cost of services | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember | us-gaap:HealthCareResidentServiceMember |
General and administrative | $ 5,798 | $ 4,762 | $ 10,940 | $ 8,816 |
Total expenses | 26,941 | 25,233 | 52,014 | 50,192 |
Other loss: | ||||
Loss on sale of real estate | 0 | 0 | (192) | (56) |
Net income | $ 21,317 | $ 18,935 | $ 41,803 | $ 38,260 |
Earnings per common share: | ||||
Basic (in usd per share) | $ 0.22 | $ 0.20 | $ 0.43 | $ 0.40 |
Diluted (in usd per share) | $ 0.22 | $ 0.20 | $ 0.43 | $ 0.40 |
Weighted-average number of common shares: | ||||
Basic (in shares) | 96,082 | 95,208 | 95,732 | 95,185 |
Diluted (in shares) | 96,120 | 95,208 | 95,755 | 95,185 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Earnings |
Beginning balance at Dec. 31, 2019 | $ 927,591 | $ 951 | $ 1,162,990 | $ (236,350) |
Beginning balance (in shares) at Dec. 31, 2019 | 95,103,270 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net | (90) | (90) | ||
Vesting of restricted common stock, net of shares withheld for employee taxes | (1,986) | $ 1 | (1,987) | |
Vesting of restricted common stock, net of shares withheld for employee taxes (in shares) | 93,061 | |||
Amortization of stock-based compensation | 884 | 884 | ||
Common dividends | (23,931) | (23,931) | ||
Net income | 19,325 | 19,325 | ||
Ending balance at Mar. 31, 2020 | 921,793 | $ 952 | 1,161,797 | (240,956) |
Ending balance (in shares) at Mar. 31, 2020 | 95,196,331 | |||
Beginning balance at Dec. 31, 2019 | 927,591 | $ 951 | 1,162,990 | (236,350) |
Beginning balance (in shares) at Dec. 31, 2019 | 95,103,270 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 38,260 | |||
Ending balance at Jun. 30, 2020 | 917,446 | $ 952 | 1,162,446 | (245,952) |
Ending balance (in shares) at Jun. 30, 2020 | 95,214,080 | |||
Beginning balance at Mar. 31, 2020 | 921,793 | $ 952 | 1,161,797 | (240,956) |
Beginning balance (in shares) at Mar. 31, 2020 | 95,196,331 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net | (314) | (314) | ||
Vesting of restricted common stock, net of shares withheld for employee taxes (in shares) | 17,749 | |||
Amortization of stock-based compensation | 963 | 963 | ||
Common dividends | (23,931) | (23,931) | ||
Net income | 18,935 | 18,935 | ||
Ending balance at Jun. 30, 2020 | 917,446 | $ 952 | 1,162,446 | (245,952) |
Ending balance (in shares) at Jun. 30, 2020 | 95,214,080 | |||
Beginning balance at Dec. 31, 2020 | 914,142 | $ 952 | 1,164,402 | (251,212) |
Beginning balance (in shares) at Dec. 31, 2020 | 95,215,797 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net | 16,191 | $ 7 | 16,184 | |
Issuance of common stock, net, (in shares) | 702,000 | |||
Vesting of restricted common stock, net of shares withheld for employee taxes | (1,330) | $ 1 | (1,331) | |
Vesting of restricted common stock, net of shares withheld for employee taxes (in shares) | 63,265 | |||
Amortization of stock-based compensation | 1,585 | 1,585 | ||
Common dividends | (25,633) | (25,633) | ||
Net income | 20,486 | 20,486 | ||
Ending balance at Mar. 31, 2021 | 925,441 | $ 960 | 1,180,840 | (256,359) |
Ending balance (in shares) at Mar. 31, 2021 | 95,981,062 | |||
Beginning balance at Dec. 31, 2020 | 914,142 | $ 952 | 1,164,402 | (251,212) |
Beginning balance (in shares) at Dec. 31, 2020 | 95,215,797 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 41,803 | |||
Ending balance at Jun. 30, 2021 | 929,609 | $ 963 | 1,189,402 | (260,756) |
Ending balance (in shares) at Jun. 30, 2021 | 96,296,673 | |||
Beginning balance at Mar. 31, 2021 | 925,441 | $ 960 | 1,180,840 | (256,359) |
Beginning balance (in shares) at Mar. 31, 2021 | 95,981,062 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net | 6,755 | $ 3 | 6,752 | |
Issuance of common stock, net, (in shares) | 288,000 | |||
Vesting of restricted common stock, net of shares withheld for employee taxes (in shares) | 27,611 | |||
Amortization of stock-based compensation | 1,810 | 1,810 | ||
Common dividends | (25,714) | (25,714) | ||
Net income | 21,317 | 21,317 | ||
Ending balance at Jun. 30, 2021 | $ 929,609 | $ 963 | $ 1,189,402 | $ (260,756) |
Ending balance (in shares) at Jun. 30, 2021 | 96,296,673 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common dividends (in usd per share) | $ 0.265 | $ 0.265 | $ 0.25 | $ 0.25 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 41,803 | $ 38,260 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization (including below-market ground leases) | 27,345 | 26,428 |
Amortization of deferred financing costs | 1,012 | 975 |
Amortization of stock-based compensation | 3,395 | 1,847 |
Straight-line rental income | (20) | (48) |
Loss on sale of real estate | 192 | 56 |
Interest income distribution from other real estate investment | 0 | 1,346 |
Change in operating assets and liabilities: | ||
Accounts and other receivables | (93) | 806 |
Prepaid expenses and other assets, net | 88 | 528 |
Accounts payable and accrued liabilities | (3,165) | (2,256) |
Net cash provided by operating activities | 70,557 | 67,942 |
Cash flows from investing activities: | ||
Acquisitions of real estate, net of deposits applied | (147,807) | (25,905) |
Purchases of equipment, furniture and fixtures and improvements to real estate | (3,463) | (6,234) |
Investment in real estate mortgage and other loans receivable | (700) | (13,958) |
Principal payments received on real estate mortgage and other loans receivable | 113 | 66,961 |
Repayment of other real estate investment | 0 | 2,327 |
Net proceeds from sales of real estate | 6,814 | 2,134 |
Net cash (used in) provided by investing activities | (145,043) | 25,325 |
Cash flows from financing activities: | ||
Proceeds from (costs paid for) the issuance of common stock, net | 22,946 | |
Proceeds from (costs paid for) the issuance of common stock, net | (404) | |
Proceeds from the issuance of senior unsecured notes payable | 400,000 | 0 |
Borrowings under unsecured revolving credit facility | 170,000 | 15,000 |
Payments on unsecured revolving credit facility | (170,000) | (75,000) |
Payments of deferred financing costs | (5,577) | 0 |
Net-settle adjustment on restricted stock | (1,331) | (1,986) |
Dividends paid on common stock | (49,513) | (45,406) |
Net cash provided by (used in) financing activities | 366,525 | (107,796) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 292,039 | (14,529) |
Cash, cash equivalents, and restricted cash as of the beginning of period | 18,919 | 20,327 |
Cash, cash equivalents, and restricted cash as of the end of period | 310,958 | 5,798 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 10,664 | 11,586 |
Supplemental schedule of noncash investing and financing activities: | ||
Increase in dividends payable | 1,834 | 2,456 |
Right-of-use asset obtained in exchange for new operating lease obligation | 0 | 599 |
Increased in deferred financing costs payable | 618 | 0 |
Transfer of pre-acquisition costs to acquired assets | 358 | 167 |
Sale of real estate settled with note receivable | $ 0 | $ 32,400 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION Description of Business— CareTrust REIT, Inc.’s (“CareTrust REIT” or the “Company”) primary business consists of acquiring, financing, developing and owning real property to be leased to third-party tenants in the healthcare sector. As of June 30, 2021, the Company owned and leased to independent operators, 223 skilled nursing, multi-service campuses, assisted living and independent living facilities consisting of 23,301 operational beds and units located in 28 states with the highest concentration of properties by rental revenues located in California, Texas, Louisiana, Idaho and Arizona. As of June 30, 2021, the Company also had other real estate investments consisting of one mezzanine loan receivable with a carrying value of $15.2 million. COVID-19— The COVID-19 pandemic has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to reduce its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business limitations and closures (subject to exceptions for essential operations and businesses), quarantines and shelter-in-place orders. Although most of these governmental restrictions have since been lifted or scaled back, resurgences of COVID-19 and the emergence of new variants thereof have resulted in the reimposition of certain restrictions and may lead to other restrictions being reimplemented in response to efforts to reduce the spread of COVID-19. Given the dynamic nature of these circumstances and the related adverse impact these restrictions have had, and may continue to have, on the economy generally, the Company’s business, results of operations and financial condition may be adversely impacted by the COVID-19 pandemic. The duration and extent of the COVID-19 pandemic’s effect on the Company’s operational and financial performance, and the operational and financial performance of the Company’s tenants, will depend on future developments, which are highly uncertain and cannot be predicted at this time, including the rate of public acceptance and usage of vaccines and the effectiveness of vaccines in limiting the spread of COVID-19 and its variants, resurgences of COVID-19 and, in particular, new and more contagious and/or vaccine resistant variants, actions taken to contain the spread of COVID-19 and how quickly and to what extent normal economic and operating conditions can resume. The adverse impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition could be material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The accompanying condensed consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. All intercompany transactions and account balances within the Company have been eliminated. Restricted Cash —The Company presents cash and cash equivalents separately from restricted cash within the Company’s condensed consolidated balance sheets. The Company includes restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the condensed consolidated statements of cash flows. The Company provides a reconciliation between the balance sheets and statements of cash flows, as required when the balance includes more than one line item for cash, cash equivalents, and restricted cash. The Company also provides a disclosure of the nature of the restrictions related to material restricted cash balances. As of June 30, 2021, the Company had $309.2 million in restricted cash related to the cash deposited with the trustee to pay the redemption price of the $300.0 million aggregate principal amount of 5.25% Senior Notes due 2025 (the “2025 Notes”). The 2025 Notes were redeemed on July 1, 2021. See Note 6, Debt , and Note 12, Subsequent Events, for further detail. Cash, cash equivalents and restricted cash consisted of the following as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ 1,771 $ 18,919 Restricted cash 309,187 — Cash, cash equivalents and restricted cash $ 310,958 $ 18,919 Recent Accounting Pronouncements — In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). For U.S. Dollar LIBOR, the overnight, one-month, three-month, six-month and one-year LIBOR rates will be discontinued in June 2023, while other U.S. Dollar LIBOR rates will be discontinued at the end of 2021. The amendments in this update are effective immediately and may be applied through December 31, 2022. The Company is still evaluating the impact of ASU 2020-04 and expects to take full advantage of the offered optional expedients and exceptions, but does not expect the adoption of the standard to have a material impact on the Company’s consolidated financial statements. |
Real Estate Investments, Net
Real Estate Investments, Net | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | REAL ESTATE INVESTMENTS, NET The following table summarizes the Company’s investment in owned properties as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Land $ 244,740 $ 205,356 Buildings and improvements 1,588,961 1,477,849 Integral equipment, furniture and fixtures 101,441 97,836 Identified intangible assets 2,658 2,352 Real estate investments 1,937,800 1,783,393 Accumulated depreciation and amortization (362,397) (335,294) Real estate investments, net $ 1,575,403 $ 1,448,099 As of June 30, 2021 , all 223 of the Company’s facilities wer e leased to various operators under triple-net leases. All of these leases contain annual escalators based on the percentage change in the Consumer Price Index (“CPI”) (but not less than zero), some of which are subject to a cap, or fixed rent escalators. As of June 30, 2021, the Company’s total future contractual minimum rental income for all of its tenants, excluding operating expense reimbursements, were (dollars in thousands): Year Amount 2021 (six months) $ 93,754 2022 188,644 2023 188,438 2024 187,091 2025 187,062 2026 187,166 Thereafter 1,020,115 Total $ 2,052,270 Tenant Purchase Options Certain of the Company’s operators hold purchase options allowing them to acquire properties they currently lease from the Company. A summary of these purchase options is presented below (dollars in thousands): Asset Type Properties Lease Expiration Next Option Open Date Option Type (1) Current Cash Rent (2) ALF 7 October 2034 1/1/2022 A $ 3,282 SNF 11 November 2030 1/1/2022 C 4,800 SNF 1 March 2029 4/1/2022 B / C (3) 779 SNF / Campus 2 October 2032 1/1/2023 B 959 SNF 4 November 2034 12/1/2024 B 3,789 ALF 2 October 2034 1/1/2026 A 1,559 (1) Option type includes: A - Fixed base price plus a specified share on any appreciation. B - Fixed base price. C - Fixed capitalization rate on lease revenue. (2) Based on annualized cash revenue for contracts in place as of June 30, 2021. (3) Purchase option reflects two option types. Rental Income The following table summarizes components of the Company’s rental income (dollars in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, Rental Income 2021 2020 2021 2020 Contractual rent due (1) $ 47,736 $ 42,485 $ 92,907 $ 84,923 Straight-line rent 8 22 20 48 Lease termination revenue (2) — — 63 — Total $ 47,744 $ 42,507 $ 92,990 $ 84,971 (1) Includes initial cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. (2) During the six months ended June 30, 2021, in connection with the agreement to terminate its lease agreements with affiliates of Metron Integrated Health Systems (“Metron”) and to sell the facilities to a third-party, the Company received $0.1 million from Metron affiliates. Recent Real Estate Acquisitions The following table summarizes the Company’s acquisitions for the six months ended June 30, 2021 (dollars in thousands): Type of Property Purchase Price (1) Initial Annual Cash Rent Number of Properties Number of Beds/Units (2) Skilled nursing $ 25,457 $ 2,295 (4) 2 268 Multi-service campuses (3) 125,708 8,604 4 640 Total $ 151,165 $ 10,899 6 908 (1) Purchase price includes capitalized acquisition costs. (2) The number of beds/units includes operating beds at the acquisition date. (3) Initial annual cash rent represents the first twelve months of rent upon commencement of the Company’s long-term net leases, which occurred during the three months ended June 30, 2021, upon the tenants’ receipt of licensing approval and increases to $9.4 million in the second year with CPI-based annual escalators thereafter. (4) Included within initial annual cash rent is approximately $0.8 million of initial rent which is subject to a fixed escalator in the first twelve months and increases to $0.9 million in the second year with CPI-based annual escalators thereafter. Asset Sales and Assets Held for Sale As of June 30, 2021, there were no assets classified as held for sale. During the fourth quarter of 2020, the Company met the criteria to classify one skilled nursing facility operated by affiliates of Five Oaks Healthcare, LLC as held for sale. Assets held for sale include the net book value of property the Company plans to sell within the next year. If the determination is made that the Company no longer expects to sell an asset within the next year, the asset is reclassified out of assets held for sale. On February 1, 2021, the Company closed on the sale of the one skilled nursing facility consisting of 90 beds located in Washington with a carrying value of $7.2 million, for net sales proceeds of $7.0 million. During the six months ended June 30, 2021, the Company recorded a loss of $0.2 million in connection with the sale. On February 14, 2020, the Company closed on the sale of six skilled nursing facilities formerly operated by affiliates of Metron. In connection with the sale for $36.0 million, the Company received $3.5 million in cash and provided subsidiaries of Cascade Capital Group, LLC (“Cascade”), the purchaser of the properties, with a short-term mortgage loan secured by these properties for $32.4 million. The mortgage loan bore interest at 7.5% and initially had a maturity date of March 31, 2020. In connection with the sale, the Company recognized a loss of approximately $0.1 million during the three months ended March 31, 2020. In April 2020, the mortgage loan was settled with $18.9 million in cash and a new mortgage loan for $13.9 million. In July 2020, the Company received prepayment in full, including accrued interest, for the new $13.9 million mortgage loan. See Note 4, Other Real Estate Investments, Net, for further detail on the mortgage loan. Lease Amendments Five Oaks Lease Termination and Amended Ensign Master Lease. On June 1, 2021, operating affiliates of The Ensign Group, Inc. (“Ensign”) acquired certain operations and assets of Five Oaks Healthcare, LLC (“Five Oaks”) under an agreement with Five Oaks. The agreement granted Ensign the right to occupy and operate four of the Company’s skilled nursing facilities in Washington that were previously being operated by Five Oaks. In conjunction with consenting to the transfer, the Company terminated the existing Five Oaks master lease, and amended and extended the term of an existing triple-net master lease with Ensign to include the four skilled nursing facilities. The Ensign lease, as amended, has a remaining term of approximately 15 years, with three five-year renewal options and CPI-based rent escalators. Annual cash rent under the terminated Five Oaks master lease was approximately $2.6 million, and annual cash rent under the amended Ensign lease increased by the same amount. Twenty/20 Lease Termination and New Noble Master Lease . On December 1, 2020, five assisted living facilities in Virginia operated by Twenty/20 Management, Inc. (“Twenty/20”) were transferred to affiliates of Noble VA Holdings, LLC (“Noble”). In connection with the transfer, the Company entered into a new triple-net master lease with Noble. The new lease has a remaining initial term of approximately 14 years, with two five-year renewal options and CPI-based rent escalators. Initial annual cash rent under the new lease is approximately $3.2 million . |
Other Real Estate Investments,
Other Real Estate Investments, Net | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Other Real Estate Investments, Net | OTHER REAL ESTATE INVESTMENTS, NET Mezzanine Loan Receivable —In November 2020, the Company provided Next VA Star Realty Holdings, LLC a mezzanine loan for nine skilled nursing facilities secured by membership interests in affiliates of Next VA Star Realty Holdings, LLC for approximately $15.0 million, at an annual interest rate of 12%. The loan requires monthly interest payments, is set to mature on November 30, 2025, and may (subject to certain restrictions) be prepaid before the maturity date if paid in full and for an exit fee ranging from 1% to 3% of the loan plus unpaid interest payments equal to 24 months (less the amount of monthly interest payments made by the borrower through the date of prepayment). During the three and six months ended June 30, 2021, the Company recognized $0.4 million and $0.9 million, respectively, of interest income related to its mezzanine loan. Mortgage Loans Receivable —In July 2019, the Company provided MCRC, LLC a real estate loan secured by a 176-bed skilled nursing facility in Manteca, California for $3.0 million, which bore a fixed interest rate of 8% and required monthly interest payments. Concurrently, the Company entered into a purchase and sale agreement to purchase the Manteca facility from MCRC, LLC for approximately $16.4 million subject to normal diligence and other contingencies. The loan documents provided for a maturity date of the earlier to occur of the closing date of the acquisition, or five In September 2019, the Company provided affiliates of CommuniCare Family of Companies (“CommuniCare”) a $26.5 million loan secured by mortgages on the three skilled nursing facilities sold to CommuniCare , which bore a fixed interest rate of 10%. The mortgage loan, which required CommuniCare to make monthly interest payments, was set to mature on February 29, 2020 and included an option to be prepaid before the maturity date. In January 2020, the Company amended the mortgage loan’s maturity date to April 30, 2020. In April 2020, the Company amended the mortgage loan’s maturity date to May 29, 2020. During the three months ended June 30, 2020, payment for the mortgage loan and accrued interest was received in full by the Company. In February 2020, the Company provided subsidiaries of Cascade a $32.4 million loan secured by mortgages on the six skilled nursing facilities formerly operated by affiliates of Metron and sold to Cascade in February 2020, as discussed in Note 3, Real Estate Investments, Net. The mortgage loan bore interest at 7.5% and initially had a maturity date of March 31, 2020. In April 2020, the mortgage loan was settled in connection with a new mortgage loan transaction between the Company and a third-party institutional lender as co-lenders, pursuant to which the Company received $18.9 million in cash and a new mortgage loan for $13.9 million. The new mortgage loan with Cascade was secured by the same six skilled nursing facilities purchased by Cascade and was for a combined principal amount of $33.9 million, with the Company’s $13.9 million portion of the indebtedness initially bearing interest at a variable rate equal to LIBOR plus 4.00%, subject to a LIBOR floor of 1.75%. The new mortgage loan had a maturity date of April 29, 2022 and included two six-month extension options. In July 2020, prepayment for the mortgage loan of $13.9 million and accrued interest was received in full by the Company. As of June 30, 2021, the Company had no mortgage loan receivables. During both the three and six months ended June 30, 2021, the Company recognized no interest income related to mortgage loans. During the three and six months ended June 30, 2020, the Company recognized $0.9 million and $2.0 million of interest income, respectively, related to its mortgage loans. During the three and six months ended June 30, 2021, the Company recognized less than $0.1 million and $0.1 million of interest income, respectively, related to its other loans receivable. During the three and six months ended June 30, 2020, the Company recognized $0.1 million and $0.2 million of interest income, respectively, related to its other loans receivable. Preferred Equity Investments —In September 2016, the Company completed a $2.3 million preferred equity investment with an affiliate of Cascadia Development, LLC. The preferred equity investment yielded a return equal to prime plus 9.5% but in no event less than 12.0% calculated on a quarterly basis on the outstanding carrying value of the investment. The investment was used to develop a 99-bed skilled nursing facility in Boise, Idaho. In connection with its investment, the Company obtained an option to purchase the development at a fixed-formula price upon stabilization, with an initial lease yield of at least 9.0%. The project was completed in the first quarter of 2018 and began lease-up during the second quarter of 2018. In January 2020, the Company purchased the skilled nursing facility for approximately $18.7 million, inclusive of transaction costs. The Company paid $15.0 million after receiving back its initial investment of $2.3 million and cumulative contractual preferred return through January 17, 2020, the acquisition date, of $1.4 million, of which less than $0.1 million was recognized as interest income during the six months ended June 30, 2020. The Company did not recognize any interest income during the three months ended June 30, 2020 or the three and six months ended June 30, 2021 related to preferred equity investments. As of June 30, 2021, the Company had no preferred equity investments. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. GAAP guidance defines three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and, depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent. Items Measured at Fair Value on a Recurring Basis The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, aggregated by the level in the fair value hierarchy within which those instruments fall (dollars in thousands): Level 1 Level 2 Level 3 Balance as of June 30, 2021 Assets: Mezzanine loan receivable $ — $ — $ 15,150 $ 15,150 Level 1 Level 2 Level 3 Balance as of December 31, 2020 Assets: Mezzanine loan receivable $ — $ — $ 15,000 $ 15,000 Mezzanine loan receivable: The fair value of the mezzanine loan receivable was estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements. As such, the Company classifies the instrument as Level 3 due to the significant unobservable inputs used in determining market interest rates for investments with similar terms. Future changes in market interest rates could materially impact the estimated discounted cash flows. As of June 30, 2021 and December 31, 2020, the Company did not have any loans that were 90 days or more past due. For the three and six months ended June 30, 2021, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy. Items Disclosed at Fair Value Considerable judgment is necessary to estimate the fair value disclosure of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the face values, carrying amounts and fair values of the Company’s financial instruments as of June 30, 2021 and December 31, 2020 using Level 2 inputs for the Notes (as defined in Note 6, Debt, below), is as follows (dollars in thousands): June 30, 2021 December 31, 2020 Level Face Carrying Fair Face Carrying Fair Financial liabilities: 2028 Senior unsecured notes payable 2 $ 400,000 $ 393,842 $ 410,000 $ — $ — $ — 2025 Senior unsecured notes payable (1) 2 300,000 297,048 307,875 300,000 296,669 311,430 (1) The $300.0 million aggregate principal amount of the 2025 Notes were redeemed on July 1, 2021. See Note 12, Subsequent Events, for further detail. Cash and cash equivalents, restricted cash, accounts and other receivables, other loans receivable, and accounts payable and accrued liabilities: These balances approximate their fair values due to the short-term nature of these instruments. Unsecured revolving credit facility and senior unsecured term loan: The fair values approximate their carrying values as the interest rates are variable and approximate prevailing market interest rates for similar debt arrangements. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The following table summarizes the balance of the Company’s indebtedness as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Principal Amount Deferred Loan Fees Carrying Value Principal Amount Deferred Loan Fees Carrying Value 2028 Senior unsecured notes payable $ 400,000 $ (6,158) $ 393,842 $ — $ — $ — 2025 Senior unsecured notes payable 300,000 (2,952) 297,048 300,000 (3,331) 296,669 Senior unsecured term loan 200,000 (969) 199,031 200,000 (1,075) 198,925 Unsecured revolving credit facility 50,000 — 50,000 50,000 — 50,000 $ 950,000 $ (10,079) $ 939,921 $ 550,000 $ (4,406) $ 545,594 Senior Unsecured Notes Payable 2025 Senior Notes. On May 10, 2017, the Company’s wholly owned subsidiary, CTR Partnership, L.P. (the “Operating Partnership”), and its wholly owned subsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the “Issuers”), completed an underwritten public offering of $300.0 million aggregate principal amount of 5.25% Senior Notes due 2025. The 2025 Notes were issued at par, resulting in gross proceeds of $300.0 million and net proceeds of approximately $294.0 million after deducting underwriting fees and other offering expenses. The 2025 Notes were scheduled to mature on June 1, 2025 and bore interest at a rate of 5.25% per year. Interest on the 2025 Notes was payable on June 1 and December 1 of each year. On July 1, 2021, the Issuers redeemed all $300.0 million aggregate principal amount of the 2025 Notes. See Note 12, Subsequent Events, for additional information. 2028 Senior Notes. On June 17, 2021, the Issuers completed a private offering of $400.0 million aggregate principal amount of 3.875% Senior Notes due 2028 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended. The Notes were issued at par, resulting in gross proceeds of $400.0 million and net proceeds of approximately $393.8 million after deducting underwriting fees and other offering expenses. The Notes mature on June 30, 2028. The Notes accrue interest at a rate of 3.875% per annum payable semiannually in arrears on June 30 and December 30 of each year, commencing on December 30, 2021. The Issuers may redeem some or all of the Notes at any time prior to March 30, 2028 at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make-whole” premium. At any time on or after March 30, 2028, the Issuers may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued interest on the Notes, if any, to, but not including, the redemption date. In addition, at any time on or prior to June 30, 2024, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings at a redemption price of 103.875% of the aggregate principal amount of Notes to be redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date. If certain changes of control of the Company occur, the Issuers will be required to make an offer to holders of the Notes to repurchase their Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and all of CareTrust’s existing and future subsidiaries (other than the Issuers) that guarantee obligations under the Amended Credit Facility (as defined below); provided, however, that such guarantees are subject to automatic release under certain customary circumstances. The indenture governing the Notes contains customary covenants such as limiting the ability of the Company and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture governing the Notes also requires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indenture governing the Notes also contains customary events of default. As of June 30, 2021, the Company was in compliance with all applicable financial covenants under the indenture governing the 2025 Notes and the indenture governing the Notes. Unsecured Revolving Credit Facility and Term Loan On February 8, 2019, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries entered into an amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender, and the lenders party thereto (the “Amended Credit Agreement”). The Amended Credit Agreement provides for: (i) an unsecured revolving credit facility (the “Revolving Facility”) with revolving commitments in an aggregate principal amount of $600.0 million, including a letter of credit subfacility for 10% of the then available revolving commitments and a swingline loan subfacility for 10% of the then available revolving commitments and (ii) an unsecured term loan credit facility (the “Term Loan” and, together with the Revolving Facility, the “Amended Credit Facility”) in an aggregate principal amount of $200.0 million. Borrowing availability under the Revolving Facility is subject to no default or event of default under the Amended Credit Agreement having occurred at the time of borrowing. The proceeds of the Term Loan were used, in part, to repay in full all outstanding borrowings under the Company’s prior term loan and revolving facility under its prior credit agreement. Future borrowings under the Amended Credit Facility will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes. The interest rates applicable to loans under the Revolving Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.10% to 0.55% per annum or LIBOR plus a margin ranging from 1.10% to 1.55% per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). The interest rates applicable to loans under the Term Loan are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.50% to 1.20% per annum or LIBOR plus a margin ranging from 1.50% to 2.20% per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). In addition, the Operating Partnership will pay a facility fee on the revolving commitments under the Revolving Facility ranging from 0.15% to 0.35% per annum, based on the debt to asset value ratio of the Company and its consolidated subsidiaries (unless the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt and the Operating Partnership elects to decrease the applicable margin as described above, in which case the Operating Partnership will pay a facility fee on the revolving commitments ranging from 0.125% to 0.30% per annum based on the credit ratings of the Company’s senior long-term unsecured debt). As of June 30, 2021, the Operating Partnership had $200.0 million outstanding under the Term Loan and $50.0 million of borrowings outstanding under the Revolving Facility. Subsequent to June 30, 2021, the Operating Partnership borrowed an additional $50.0 million under the Revolving Facility. See Note 12, Subsequent Events for additional information. The Revolving Facility has a maturity date of February 8, 2023, and includes, at the sole discretion of the Operating Partnership, two, six-month extension options. The Term Loan has a maturity date of February 8, 2026. The Amended Credit Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Amended Credit Agreement (other than the Operating Partnership). The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend organizational documents and pay certain dividends and other restricted payments. The Amended Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum cash distributions to operating income ratio, a maximum secured debt to asset value ratio, a maximum secured recourse debt to asset value ratio, a maximum unsecured debt to unencumbered properties asset value ratio, a minimum unsecured interest coverage ratio and a minimum rent coverage ratio. The Amended Credit Agreement also contains certain customary events of default, including the failure to make timely payments under the Amended Credit Facility or other material indebtedness, the failure to satisfy certain covenants (including the financial maintenance covenants), the occurrence of change of control and specified events of bankruptcy and insolvency. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | EQUITY Common Stock At-The-Market Offering —On March 10, 2020, the Company entered into a new equity distribution agreement to issue and sell, from time to time, up to $500.0 million in aggregate offering price of its common stock through an “at-the-market” equity offering program (the “ATM Program”). In connection with the entry into the equity distribution agreement and the commencement of the ATM Program, the Company’s “at-the-market” equity offering program pursuant to the Company’s prior equity distribution agreement, dated as of March 4, 2019, was terminated (the “Prior ATM Program”). There was no Prior ATM Program or ATM Program activity for the three and six months ended June 30, 2020. The following table summarizes the ATM Program activity for the three and six months ended June 30, 2021 (in thousands, except per share amounts). For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Number of shares 288 990 Average sales price per share $ 24.05 $ 23.74 Gross proceeds (1) $ 6,926 $ 23,505 (1) Total gross proceeds is before $0.1 million and $0.3 million of commissions paid to the sales agents during the three and six months ended June 30, 2021, respectively, under the ATM Program. As of June 30, 2021, the Company had $476.5 million available for future issuances under the ATM Program. Share Repurchase Program —On March 20, 2020, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $150.0 million of outstanding shares of the Company’s common stock (the “Repurchase Program”). Repurchases under the Repurchase Program, which expires on March 31, 2023, may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions and at such times as shall be permitted by applicable securities laws and determined by management. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act. The Company expects to finance any share repurchases under the Repurchase Program using available cash and may also use short-term borrowings under the Revolving Facility. The Company did not repurchase any shares of common stock under the Repurchase Program during the three and six months ended June 30, 2021 and 2020 . The Repurchase Program may be modified, discontinued or suspended at any time. Dividends on Common Stock —The following table summarizes the cash dividends on the Company’s common stock declared by the Company’s Board of Directors for the first six months of 2021 (dollars in thousands, except per share amounts): For the Three Months Ended March 31, 2021 June 30, 2021 Dividends declared per share $ 0.265 $ 0.265 Dividends payment date April 15, 2021 July 15, 2021 Dividends payable as of record date $ 25,633 $ 25,714 Dividends record date March 31, 2021 June 30, 2021 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION All stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company. Restricted Stock Awards —In connection with the separation of the healthcare business and real estate business of Ensign into two separate and independent publicly traded companies (the “Spin-Off”) on June 1, 2014, employees of Ensign who had unvested shares of restricted stock were given one share of CareTrust REIT unvested restricted stock totaling 207,580 shares at the Spin-Off. These restricted shares were subject to a time vesting provision only and the Company did not recognize any stock compensation expense associated with these awards. During the year ended December 31, 2020, 1,760 shares were forfeited. At June 30, 2021, there were no unvested restricted stock awards outstanding. In January 2021 and February 2021, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) granted 140,514 and 99,189 shares of restricted stock, respectively, to officers and employees. Each share had a fair market value on the date of grant of $22.48 and $22.18 per share, respectively, based on the closing market price of the Company’s common stock on that date, and the shares vest in three equal annual installments beginning on the first anniversary of the grant date. In January 2021, the Compensation Committee granted 108,414 performance stock awards to officers. Each share had a fair market value on the date of grant of $22.48 per share, based on the closing market price of the Company’s common stock on that date. Performance stock awards are subject to both time and performance based conditions and vest over a one Additionally, in February 2021, the Compensation Committee granted 99,189 performance stock awards to officers. Each share had an estimated fair market value on the date of grant of $27.98 per share. Performance stock awards are subject to both time and performance based conditions and cliff vest after a three-year period. The amount of such performance awards that will ultimately vest is dependent on the Company’s total shareholder return (“TSR”) performance relative to a custom TSR peer group consisting of 16 other publicly traded healthcare REITs and will range from 0% to 200% of the TSR awards initially granted. Compensation expense for awards with performance-based vesting conditions is recognized based upon the grant date fair value per share multiplied by the estimated number of performance stock awards to be earned after considering the Company’s expectation of future performance and is recognized provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. Forfeitures of stock-based awards are recognized as they occur. The fair value of the TSR-based performance stock awards is estimated on the date of the grant using a Monte Carlo valuation model. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date for the expected performance period. Expected volatility is based on historical volatility for the most recent 2.84 year period ending on the grant date for the Company and the selected TSR peer group, and is calculated on a daily basis. The following are the key assumptions used in this valuation: Risk-free interest rate 0.27 % Expected stock price volatility 52.93 % Expected service period 2.84 years Expected dividend yield (assuming full reinvestment) — % In April 2021, the Compensation Committee granted 20,266 shares of restricted stock to non-employee members of the Board of Directors. Each share had a fair market value on the date of grant of $24.18 per share, based on the closing market price of the Company’s common stock on that date, and the shares vest in full on the earlier to occur of April 30, 2022 or the Company’s 2022 Annual Meeting of Stockholders. The following table summarizes the stock-based compensation expense recognized during the periods presented (dollars in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Stock-based compensation expense $ 1,810 $ 963 $ 3,395 $ 1,847 As of June 30, 2021, ther e was $13.2 million of unamortized stock-based compensation expense related to unvested awards and the weighted-average remaining vesting period of such awards was 2.2 years. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | EARNINGS PER COMMON SHARE The following table presents the calculation of basic and diluted earnings per common share (“EPS”) for the Company’s common stock for the three and six months ended June 30, 2021 and 2020, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (amounts in thousands, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income $ 21,317 $ 18,935 $ 41,803 $ 38,260 Less: Net income allocated to participating securities (116) (75) (234) (148) Numerator for basic and diluted earnings available to common stockholders $ 21,201 $ 18,860 $ 41,569 $ 38,112 Denominator: Weighted-average basic common shares outstanding 96,082 95,208 95,732 95,185 Dilutive market condition stock awards 38 — 23 — Weighted-average diluted common shares outstanding 96,120 95,208 95,755 95,185 Earnings per common share, basic $ 0.22 $ 0.20 $ 0.43 $ 0.40 Earnings per common share, diluted $ 0.22 $ 0.20 $ 0.43 $ 0.40 The Company’s unvest ed restricted shares associated with its incentive award plan and unvested restricted shares issued to employees of Ensign at the Spin-Off ha ve been excluded from the above calculation of earnings per diluted share for the three and six months ended June 30, 2021 and 2020, as applicable, when their inclusion would have been anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which are not individually or in the aggregate anticipated to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Claims and lawsuits may include matters involving general or professional liability asserted against the Company’s tenants, which are the responsibility of the Company’s tenants and for which the Company is entitled to be indemnified by its tenants under the insurance and indemnification provisions in the applicable leases. Capital expenditures for each property leased under the Company’s triple-net leases are generally the responsibility of the tenant, except that, for the facilities leased to subsidiaries of Ensign and The Pennant Group, Inc. (“Pennant”), the tenant will have an option to require the Company to finance certain capital expenditures up to an aggregate of 20% of the Company’s initial investment in such property, subject to a corresponding rent increase at the time of funding. For the Company’s other triple-net master leases, subject to approval by the Company, the tenants may request capital expenditure funding that would generally be subject to a corresponding rent increase at the time of funding and which are subject to tenant compliance with the conditions to the Company’s approval and funding of their requests. As of June 30, 2021, the Company had committed to fund certain capital improvements at certain triple-net leased facilities totaling $13.1 million, of which $11.6 million is su bject to rent increase at the time of funding. |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | CONCENTRATION OF RISK Major operator concentrations – As of June 30, 2021, Ensign leased 93 skilled nursing, multi-service campuses, assisted living and independent living facilities which had a total of 9,907 beds and units and are located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington. The four states in which Ensign leases the highest concentration of properties by rental revenues as of June 30, 2021 are Texas, California, Arizona and Utah. During the three and six months ended June 30, 2021, Ensign represented 31% and 32%, respectively, of the Company’s rental income, exclusive of operating expense reimbursements. During both the three and six months ended June 30, 2020, Ensign represented 32% of the Company’s rental income, exclusive of operating expense reimbursements. Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s financial statements, as filed with the SEC, can be found at http://www.sec.gov. The Company has not verified this information through an independent investigation or otherwise. As of June 30, 2021, Priority Management Group (“PMG”) leased 15 skilled nursing and campus facilities which had a total of 2,144 beds and units, and are located in Louisiana and Texas. During both the three and six months ended June 30, 2021, PMG represented 15% of the Company’s rental income, exclusive of operating expense reimbursements. During both the three and six months ended June 30, 2020, PMG represented 17% of the Company’s rental income, exclusive of operating expense reimbursements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS The Company evaluates subsequent events in accordance with ASC 855, Subsequent Events . The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued. Senior Unsecured Notes Payable On July 1, 2021 (the “Redemption Date”), the Issuers redeemed all $300.0 million aggregate principal amount of the 2025 Notes at a redemption price equal to 102.625% of the principal amount of the 2025 Notes, plus accrued and unpaid interest thereon up to, but not including, the Redemption Date. During the third quarter of 2021, the Company recorded a loss on the extinguishment of debt of $10.8 million, including a prepayment penalty of approximately $7.9 million and an approximately $2.9 million write-off of deferred financing costs associated with the redemption of the 2025 Notes. Recent Acquisition and Amended Lease Agreement In August 2021, the Company acquired two skilled nursing facilities for approximately $32.5 million, which includes estimated capitalized acquisition costs. The facilities were leased to affiliates of Ensign. In conjunction with the acquisition of the two facilities, the Company amended and extended the initial term of an existing triple-net master lease with Ensign to include the two skilled nursing facilities. The Ensign lease, as amended, has a remaining initial term of approximately 17 years, with three five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by approximately $2.2 million, with GAAP rent increasing by $2.5 million due to a $5.0 million prepayment of rent made at closing, which will be amortized on a straight-line basis over the remaining lease term. The Operating Partnership drew on the Revolving Facility to fund the acquisition. Asset Held for Sale In August 2021, the Company met the held for sale criteria on one assisted living facility operated by affiliates of Noble Senior Services, and is in the process of estimating its fair value, which is expected to be below the net carrying value of $4.9 million. The associated impairment loss is expected to be recorded in the quarter ending September 30, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying condensed consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. All intercompany transactions and account balances within the Company have been eliminated. |
Restricted Cash | Restricted Cash —The Company presents cash and cash equivalents separately from restricted cash within the Company’s condensed consolidated balance sheets. The Company includes restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the condensed consolidated statements of cash flows. The Company provides a reconciliation between the balance sheets and statements of cash flows, as required when the balance includes more than one line item for cash, cash equivalents, and restricted cash. The Company also provides a disclosure of the nature of the restrictions related to material restricted cash balances. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). For U.S. Dollar LIBOR, the overnight, one-month, three-month, six-month and one-year LIBOR rates will be discontinued in June 2023, while other U.S. Dollar LIBOR rates will be discontinued at the end of 2021. The amendments in this update are effective immediately and may be applied through December 31, 2022. The Company is still evaluating the impact of ASU 2020-04 and expects to take full advantage of the offered optional expedients and exceptions, but does not expect the adoption of the standard to have a material impact on the Company’s consolidated financial statements. |
Fair Value Measurements | The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. GAAP guidance defines three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and, depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ 1,771 $ 18,919 Restricted cash 309,187 — Cash, cash equivalents and restricted cash $ 310,958 $ 18,919 |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Summary of Investment in Owned Properties | The following table summarizes the Company’s investment in owned properties as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Land $ 244,740 $ 205,356 Buildings and improvements 1,588,961 1,477,849 Integral equipment, furniture and fixtures 101,441 97,836 Identified intangible assets 2,658 2,352 Real estate investments 1,937,800 1,783,393 Accumulated depreciation and amortization (362,397) (335,294) Real estate investments, net $ 1,575,403 $ 1,448,099 |
Schedule of Total Future Contractual Minimum Rental Income | As of June 30, 2021, the Company’s total future contractual minimum rental income for all of its tenants, excluding operating expense reimbursements, were (dollars in thousands): Year Amount 2021 (six months) $ 93,754 2022 188,644 2023 188,438 2024 187,091 2025 187,062 2026 187,166 Thereafter 1,020,115 Total $ 2,052,270 |
Schedule Of Tenant Purchase Options | Certain of the Company’s operators hold purchase options allowing them to acquire properties they currently lease from the Company. A summary of these purchase options is presented below (dollars in thousands): Asset Type Properties Lease Expiration Next Option Open Date Option Type (1) Current Cash Rent (2) ALF 7 October 2034 1/1/2022 A $ 3,282 SNF 11 November 2030 1/1/2022 C 4,800 SNF 1 March 2029 4/1/2022 B / C (3) 779 SNF / Campus 2 October 2032 1/1/2023 B 959 SNF 4 November 2034 12/1/2024 B 3,789 ALF 2 October 2034 1/1/2026 A 1,559 (1) Option type includes: A - Fixed base price plus a specified share on any appreciation. B - Fixed base price. C - Fixed capitalization rate on lease revenue. (2) Based on annualized cash revenue for contracts in place as of June 30, 2021. (3) Purchase option reflects two option types. |
Schedule of Rental Income | The following table summarizes components of the Company’s rental income (dollars in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, Rental Income 2021 2020 2021 2020 Contractual rent due (1) $ 47,736 $ 42,485 $ 92,907 $ 84,923 Straight-line rent 8 22 20 48 Lease termination revenue (2) — — 63 — Total $ 47,744 $ 42,507 $ 92,990 $ 84,971 (1) Includes initial cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. (2) During the six months ended June 30, 2021, in connection with the agreement to terminate its lease agreements with affiliates of Metron Integrated Health Systems (“Metron”) and to sell the facilities to a third-party, the Company received $0.1 million from Metron affiliates. |
Schedule of Real Estate Acquisitions | The following table summarizes the Company’s acquisitions for the six months ended June 30, 2021 (dollars in thousands): Type of Property Purchase Price (1) Initial Annual Cash Rent Number of Properties Number of Beds/Units (2) Skilled nursing $ 25,457 $ 2,295 (4) 2 268 Multi-service campuses (3) 125,708 8,604 4 640 Total $ 151,165 $ 10,899 6 908 (1) Purchase price includes capitalized acquisition costs. (2) The number of beds/units includes operating beds at the acquisition date. (3) Initial annual cash rent represents the first twelve months of rent upon commencement of the Company’s long-term net leases, which occurred during the three months ended June 30, 2021, upon the tenants’ receipt of licensing approval and increases to $9.4 million in the second year with CPI-based annual escalators thereafter. (4) Included within initial annual cash rent is approximately $0.8 million of initial rent which is subject to a fixed escalator in the first twelve months and increases to $0.9 million in the second year with CPI-based annual escalators thereafter. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Items Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, aggregated by the level in the fair value hierarchy within which those instruments fall (dollars in thousands): Level 1 Level 2 Level 3 Balance as of June 30, 2021 Assets: Mezzanine loan receivable $ — $ — $ 15,150 $ 15,150 Level 1 Level 2 Level 3 Balance as of December 31, 2020 Assets: Mezzanine loan receivable $ — $ — $ 15,000 $ 15,000 |
Summary of Face Value, Carrying Amount and Fair Value of Financial Instruments | A summary of the face values, carrying amounts and fair values of the Company’s financial instruments as of June 30, 2021 and December 31, 2020 using Level 2 inputs for the Notes (as defined in Note 6, Debt, below), is as follows (dollars in thousands): June 30, 2021 December 31, 2020 Level Face Carrying Fair Face Carrying Fair Financial liabilities: 2028 Senior unsecured notes payable 2 $ 400,000 $ 393,842 $ 410,000 $ — $ — $ — 2025 Senior unsecured notes payable (1) 2 300,000 297,048 307,875 300,000 296,669 311,430 (1) The $300.0 million aggregate principal amount of the 2025 Notes were redeemed on July 1, 2021. See Note 12, Subsequent Events, for further detail. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | The following table summarizes the balance of the Company’s indebtedness as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Principal Amount Deferred Loan Fees Carrying Value Principal Amount Deferred Loan Fees Carrying Value 2028 Senior unsecured notes payable $ 400,000 $ (6,158) $ 393,842 $ — $ — $ — 2025 Senior unsecured notes payable 300,000 (2,952) 297,048 300,000 (3,331) 296,669 Senior unsecured term loan 200,000 (969) 199,031 200,000 (1,075) 198,925 Unsecured revolving credit facility 50,000 — 50,000 50,000 — 50,000 $ 950,000 $ (10,079) $ 939,921 $ 550,000 $ (4,406) $ 545,594 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Summary of the At-The-Market Offering Program | The following table summarizes the ATM Program activity for the three and six months ended June 30, 2021 (in thousands, except per share amounts). For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Number of shares 288 990 Average sales price per share $ 24.05 $ 23.74 Gross proceeds (1) $ 6,926 $ 23,505 |
Schedule of Dividends on Common Stock | The following table summarizes the cash dividends on the Company’s common stock declared by the Company’s Board of Directors for the first six months of 2021 (dollars in thousands, except per share amounts): For the Three Months Ended March 31, 2021 June 30, 2021 Dividends declared per share $ 0.265 $ 0.265 Dividends payment date April 15, 2021 July 15, 2021 Dividends payable as of record date $ 25,633 $ 25,714 Dividends record date March 31, 2021 June 30, 2021 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions | The following are the key assumptions used in this valuation: Risk-free interest rate 0.27 % Expected stock price volatility 52.93 % Expected service period 2.84 years Expected dividend yield (assuming full reinvestment) — % |
Schedule of Stock-Based Compensation Expense | The following table summarizes the stock-based compensation expense recognized during the periods presented (dollars in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Stock-based compensation expense $ 1,810 $ 963 $ 3,395 $ 1,847 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted-Average Common Shares Outstanding Used in Calculation of Basic EPS to Diluted EPS | The following table presents the calculation of basic and diluted earnings per common share (“EPS”) for the Company’s common stock for the three and six months ended June 30, 2021 and 2020, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS (amounts in thousands, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income $ 21,317 $ 18,935 $ 41,803 $ 38,260 Less: Net income allocated to participating securities (116) (75) (234) (148) Numerator for basic and diluted earnings available to common stockholders $ 21,201 $ 18,860 $ 41,569 $ 38,112 Denominator: Weighted-average basic common shares outstanding 96,082 95,208 95,732 95,185 Dilutive market condition stock awards 38 — 23 — Weighted-average diluted common shares outstanding 96,120 95,208 95,755 95,185 Earnings per common share, basic $ 0.22 $ 0.20 $ 0.43 $ 0.40 Earnings per common share, diluted $ 0.22 $ 0.20 $ 0.43 $ 0.40 |
Organization (Details)
Organization (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)bedstatefacility | Dec. 31, 2020USD ($) | |
Real Estate Properties [Line Items] | ||
Number of states with properties | state | 28 | |
Other real estate investments | $ | $ 15,150 | $ 15,000 |
Skilled nursing, multi-service campuses, assisted living and independent living facilities | ||
Real Estate Properties [Line Items] | ||
Number of facilities | facility | 223 | |
Number of operational beds and units in facilities | bed | 23,301 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 309,187,000 | $ 0 |
5.25% Senior Notes due 2025 | Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 300,000,000 | |
Interest rate (percent) | 5.25% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | $ 1,771 | $ 18,919 | ||
Restricted cash | 309,187 | 0 | ||
Cash, cash equivalents and restricted cash | $ 310,958 | $ 18,919 | $ 5,798 | $ 20,327 |
Real Estate Investments, Net -
Real Estate Investments, Net - Narrative (Details) | Jun. 30, 2021facility |
Skilled nursing, multi-service campuses, assisted living and independent living facilities | |
Real Estate [Line Items] | |
Number of facilities | 223 |
Real Estate Investments, Net _2
Real Estate Investments, Net - Investment in Owned Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Land | $ 244,740 | $ 205,356 |
Buildings and improvements | 1,588,961 | 1,477,849 |
Integral equipment, furniture and fixtures | 101,441 | 97,836 |
Identified intangible assets | 2,658 | 2,352 |
Real estate investments | 1,937,800 | 1,783,393 |
Accumulated depreciation and amortization | (362,397) | (335,294) |
Real estate investments, net | $ 1,575,403 | $ 1,448,099 |
Real Estate Investments, Net _3
Real Estate Investments, Net - Future Contractual Minimum Rental Income (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Future Contractual Minimum Rental Income | |
2021 (six months) | $ 93,754 |
2022 | 188,644 |
2023 | 188,438 |
2024 | 187,091 |
2025 | 187,062 |
2026 | 187,166 |
Thereafter | 1,020,115 |
Total | $ 2,052,270 |
Real Estate Investments, Net _4
Real Estate Investments, Net - Tenant Purchase Options (Details) $ in Thousands | Jun. 30, 2021USD ($)property |
ALF | Lease Expiration October 2034, Next option 2021 | |
Lessor, Lease, Description [Line Items] | |
Properties | property | 7 |
Current Cash Rent | $ | $ 3,282 |
ALF | Lease Expiration October 2034, Next option 2026 | |
Lessor, Lease, Description [Line Items] | |
Properties | property | 2 |
Current Cash Rent | $ | $ 1,559 |
SNF | Lease Expiration November 2030, Next option 2022 | |
Lessor, Lease, Description [Line Items] | |
Properties | property | 11 |
Current Cash Rent | $ | $ 4,800 |
SNF | Lease Expiration March 2029, Next option 2022 | |
Lessor, Lease, Description [Line Items] | |
Properties | property | 1 |
Current Cash Rent | $ | $ 779 |
SNF | Lease Expiration November 2034, Next option 2024 | |
Lessor, Lease, Description [Line Items] | |
Properties | property | 4 |
Current Cash Rent | $ | $ 3,789 |
SNF / Campus | Lease Expiration October 2032, Next option 2023 | |
Lessor, Lease, Description [Line Items] | |
Properties | property | 2 |
Current Cash Rent | $ | $ 959 |
Real Estate Investments, Net _5
Real Estate Investments, Net - Rental Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Real Estate [Abstract] | ||||
Contractual rent due | $ 47,736 | $ 42,485 | $ 92,907 | $ 84,923 |
Straight-line rent | 8 | 22 | 20 | 48 |
Lease termination revenue | 0 | 0 | 63 | 0 |
Total | $ 47,744 | $ 42,507 | $ 92,990 | $ 84,971 |
Real Estate Investments, Net _6
Real Estate Investments, Net - Recent Real Estate Acquisitions (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 31, 2020USD ($) | Jun. 30, 2021USD ($)unitproperty | Dec. 31, 2022USD ($) | |
Business Acquisition [Line Items] | |||
Purchase Price | $ 151,165 | ||
Initial Annual Cash Rent | $ 10,899 | ||
Number of Properties | property | 6 | ||
Number of Beds/Units | unit | 908 | ||
Skilled nursing | |||
Business Acquisition [Line Items] | |||
Purchase Price | $ 18,700 | $ 25,457 | |
Initial Annual Cash Rent | $ 2,295 | ||
Number of Properties | property | 2 | ||
Number of Beds/Units | unit | 268 | ||
Initial rent subject to a fixed escalator in first twelve months | $ 800 | ||
Initial rent subject to a fixed escalator in second year | 900 | ||
Multi-service campuses(3) | |||
Business Acquisition [Line Items] | |||
Purchase Price | 125,708 | ||
Initial Annual Cash Rent | $ 8,604 | ||
Number of Properties | property | 4 | ||
Number of Beds/Units | unit | 640 | ||
Multi-service campuses(3) | Forecast | |||
Business Acquisition [Line Items] | |||
Initial Annual Cash Rent | $ 9,400 |
Real Estate Investments, Net _7
Real Estate Investments, Net - Asset Sales and Assets Held for Sale Narrative (Details) | Feb. 01, 2021USD ($)bed | Feb. 14, 2020USD ($)facility | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)property | Feb. 29, 2020USD ($)facility |
Real Estate [Line Items] | |||||||||||
Assets held for sale, net | $ 0 | $ 0 | $ 7,226,000 | ||||||||
Real estate investments, net | 1,575,403,000 | 1,575,403,000 | $ 1,448,099,000 | ||||||||
Proceeds from sale | 6,814,000 | $ 2,134,000 | |||||||||
Gain (loss) on sale of real estate | 0 | $ 0 | (192,000) | $ (56,000) | |||||||
Mortgage loan receivable | |||||||||||
Real Estate [Line Items] | |||||||||||
Loan receivable | $ 0 | 0 | |||||||||
Mortgage loan receivable | Cascade Capital Group, LLC | |||||||||||
Real Estate [Line Items] | |||||||||||
Loan receivable | $ 32,400,000 | $ 32,400,000 | |||||||||
Loan receivable interest rate (percent) | 7.50% | 7.50% | |||||||||
Proceeds from settlement of loan | $ 13,900,000 | $ 18,900,000 | |||||||||
Loan receivable | $ 13,900,000 | ||||||||||
Held for sale | Five Oaks Healthcare LLC | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of properties held for sale | property | 1 | ||||||||||
Disposed of by sale | Five Oaks Healthcare LLC | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of operational beds | bed | 90 | ||||||||||
Real estate investments, net | $ 7,200,000 | ||||||||||
Proceeds from sale | $ 7,000,000 | ||||||||||
Gain (loss) on sale of real estate | $ (200,000) | ||||||||||
Disposed of by sale | Metron skilled nursing facilities | |||||||||||
Real Estate [Line Items] | |||||||||||
Number of properties sold | facility | 6 | 6 | |||||||||
Proceeds from sale | $ 3,500,000 | ||||||||||
Gain (loss) on sale of real estate | $ 100,000 | ||||||||||
Contract purchase price | $ 36,000,000 |
Real Estate Investments, Net _8
Real Estate Investments, Net - Lease Amendments Narrative (Details) $ in Thousands | Jun. 01, 2021USD ($)facilityextension_option | Dec. 01, 2020USD ($)facilityextension_option | Jun. 30, 2021USD ($) |
Real Estate [Line Items] | |||
Initial annual cash rents | $ 10,899 | ||
Ensign amended triple-net master lease | |||
Real Estate [Line Items] | |||
Initial lease term (in years) | 15 years | ||
Number of renewal options | extension_option | 3 | ||
Lease renewal term (in years) | 5 years | ||
Initial annual cash rents | $ 2,600 | ||
Noble triple-net master lease | |||
Real Estate [Line Items] | |||
Initial lease term (in years) | 14 years | ||
Number of renewal options | extension_option | 2 | ||
Lease renewal term (in years) | 5 years | ||
Initial annual cash rents | $ 3,200 | ||
Ensign | Skilled nursing facility | |||
Real Estate [Line Items] | |||
Number of properties with right to operate | facility | 4 | ||
Noble | Assisted living | |||
Real Estate [Line Items] | |||
Number of properties transferred | facility | 5 |
Other Real Estate Investments_2
Other Real Estate Investments, Net (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Nov. 30, 2020USD ($)facility | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($)extension_optionproperty | Jan. 31, 2020USD ($) | Jul. 31, 2019USD ($)bed | Sep. 30, 2016USD ($)bed | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Feb. 29, 2020USD ($)facility | Feb. 14, 2020USD ($)facility | Sep. 30, 2019USD ($)facility | |
Real Estate Properties [Line Items] | |||||||||||||
Preferred equity investment | $ 0 | $ 0 | |||||||||||
Aggregate purchase price | 151,165,000 | ||||||||||||
Payment to acquire facility | 147,807,000 | $ 25,905,000 | |||||||||||
Return of initial investment | 0 | 2,327,000 | |||||||||||
Metron skilled nursing facilities | Disposed of by sale | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Number of properties sold | facility | 6 | 6 | |||||||||||
Mortgage loan receivable | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Loan receivable | 0 | 0 | |||||||||||
Interest income | 0 | $ 900,000 | 0 | 2,000,000 | |||||||||
Other loans receivable | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Interest income | 100,000 | $ 100,000 | 100,000 | 200,000 | |||||||||
Next VA Star Realty Holdings LLC | Mezzanine loan receivable | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Number of facilities in agreement secured by membership interests | facility | 9 | ||||||||||||
Loan receivable | $ 15,000,000 | ||||||||||||
Loan receivable interest rate (percent) | 12.00% | ||||||||||||
Period of unpaid interest payments due upon prepayment | 24 months | ||||||||||||
Interest income | $ 400,000 | 900,000 | |||||||||||
Next VA Star Realty Holdings LLC | Mezzanine loan receivable | Minimum | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Loans receivable exit fee (percent) | 1.00% | ||||||||||||
Next VA Star Realty Holdings LLC | Mezzanine loan receivable | Maximum | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Loans receivable exit fee (percent) | 3.00% | ||||||||||||
MCRC, LLC | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Purchase and sale agreement amount | $ 16,400,000 | ||||||||||||
Number of days after termination of purchase and sale agreement for maturity | 5 days | ||||||||||||
MCRC, LLC | Mortgage loan receivable | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Loan receivable | $ 3,000,000 | ||||||||||||
Loan receivable interest rate (percent) | 8.00% | ||||||||||||
Number of beds in facility used to secure loan | bed | 176 | ||||||||||||
CommuniCare | Mortgage loan receivable | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Loan receivable | $ 26,500,000 | ||||||||||||
Loan receivable interest rate (percent) | 10.00% | ||||||||||||
Facilities utilized to secure mortgage loan | facility | 3 | ||||||||||||
Cascade Capital Group, LLC | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Combined principal amount of loan | $ 33,900,000 | ||||||||||||
Cascade Capital Group, LLC | Mortgage loan receivable | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Loan receivable | $ 32,400,000 | $ 32,400,000 | |||||||||||
Loan receivable interest rate (percent) | 7.50% | 7.50% | |||||||||||
Facilities utilized to secure mortgage loan | property | 6 | ||||||||||||
Proceeds from settlement of loan | $ 13,900,000 | $ 18,900,000 | |||||||||||
Loan receivable | $ 13,900,000 | ||||||||||||
LIBOR floor for loan (percent) | 1.75% | ||||||||||||
Number of extension options | extension_option | 2 | ||||||||||||
Extension option term (in months) | 6 months | ||||||||||||
Cascade Capital Group, LLC | Mortgage loan receivable | LIBOR | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Basis spread on variable rate for loan (percent) | 4.00% | ||||||||||||
Cascadia Development, Boise ID | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Preferred equity investment | $ 2,300,000 | ||||||||||||
Preferred equity investment minimum yield | 12.00% | ||||||||||||
Number of beds planned for construction | bed | 99 | ||||||||||||
Initial lease yield (percent) | 9.00% | ||||||||||||
Return of initial investment | $ 2,300,000 | ||||||||||||
Cumulative contractual preferred return through acquisition date | 1,400,000 | ||||||||||||
Interest income related to preferred equity investments | $ 100,000 | ||||||||||||
Cascadia Development, Boise ID | Prime Rate | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Basis spread of preferred equity investment yield | 9.50% | ||||||||||||
Skilled nursing properties | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Aggregate purchase price | 18,700,000 | $ 25,457,000 | |||||||||||
Payment to acquire facility | $ 15,000,000 |
Fair Value Measurements - Items
Fair Value Measurements - Items Measured at Fair Value on Recurring Basis (Details) - Recurring - Mezzanine loan receivable - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Mezzanine loan receivable | $ 15,150 | $ 15,000 |
Level 1 | ||
Assets: | ||
Mezzanine loan receivable | 0 | 0 |
Level 2 | ||
Assets: | ||
Mezzanine loan receivable | 0 | 0 |
Level 3 | ||
Assets: | ||
Mezzanine loan receivable | $ 15,150 | $ 15,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Greater than 90 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Mortgage loan receivable | $ 0 | $ 0 |
Fair Value Measurements - Face
Fair Value Measurements - Face Value, Carrying Amount and Fair Value of Financial Instruments (Details) - Senior unsecured notes - USD ($) | Jun. 30, 2021 | Jun. 17, 2021 | Dec. 31, 2020 | May 10, 2017 |
2028 Senior unsecured notes payable | ||||
Financial liabilities: | ||||
Senior unsecured notes payable - face value | $ 400,000,000 | $ 400,000,000 | $ 0 | |
2025 Senior unsecured notes payable | ||||
Financial liabilities: | ||||
Senior unsecured notes payable - face value | 300,000,000 | 300,000,000 | $ 300,000,000 | |
Carrying Amount | Level 2 | 2028 Senior unsecured notes payable | ||||
Financial liabilities: | ||||
Senior unsecured notes payable | 393,842,000 | 0 | ||
Carrying Amount | Level 2 | 2025 Senior unsecured notes payable | ||||
Financial liabilities: | ||||
Senior unsecured notes payable | 297,048,000 | 296,669,000 | ||
Fair Value | Level 2 | 2028 Senior unsecured notes payable | ||||
Financial liabilities: | ||||
Senior unsecured notes payable | 410,000,000 | 0 | ||
Fair Value | Level 2 | 2025 Senior unsecured notes payable | ||||
Financial liabilities: | ||||
Senior unsecured notes payable | $ 307,875,000 | $ 311,430,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Principal Amount | $ 950,000 | $ 550,000 |
Deferred Loan Fees | (10,079) | (4,406) |
Carrying Value | 939,921 | 545,594 |
Senior unsecured notes | 2028 Senior unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Principal Amount | 400,000 | 0 |
Deferred Loan Fees | (6,158) | 0 |
Carrying Value | 393,842 | 0 |
Senior unsecured notes | 2025 Senior unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Principal Amount | 300,000 | 300,000 |
Deferred Loan Fees | (2,952) | (3,331) |
Carrying Value | 297,048 | 296,669 |
Senior unsecured term loan | ||
Debt Instrument [Line Items] | ||
Principal Amount | 200,000 | 200,000 |
Deferred Loan Fees | (969) | (1,075) |
Carrying Value | 199,031 | 198,925 |
Unsecured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Principal Amount | 50,000 | 50,000 |
Deferred Loan Fees | 0 | 0 |
Carrying Value | $ 50,000 | $ 50,000 |
Debt - Senior Unsecured Notes P
Debt - Senior Unsecured Notes Payable Narrative (Details) - USD ($) | Jul. 01, 2021 | Jun. 17, 2021 | May 10, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Gross proceeds from issuance | $ 400,000,000 | $ 0 | ||||
Senior unsecured notes | 5.25% Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 300,000,000 | 300,000,000 | $ 300,000,000 | |||
Interest rate (percent) | 5.25% | |||||
Gross proceeds from issuance | $ 300,000,000 | |||||
Net proceeds from issuance | $ 294,000,000 | |||||
Senior unsecured notes | 5.25% Senior Notes due 2025 | Subsequent event | ||||||
Debt Instrument [Line Items] | ||||||
Redemption of debt | $ 300,000,000 | |||||
Redemption price of notes (percent) | 102.625% | |||||
Senior unsecured notes | 3.875% Senior Notes due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | $ 0 | |||
Interest rate (percent) | 3.875% | |||||
Gross proceeds from issuance | $ 400,000,000 | |||||
Net proceeds from issuance | $ 393,800,000 | |||||
Redemption price, percentage upon change of control (percent) | 101.00% | |||||
Senior unsecured notes | 3.875% Senior Notes due 2028 | Period prior to March 30 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price of notes (percent) | 100.00% | |||||
Senior unsecured notes | 3.875% Senior Notes due 2028 | Period after March 30 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price of notes (percent) | 100.00% | |||||
Senior unsecured notes | 3.875% Senior Notes due 2028 | Period prior to June 30 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price of notes (percent) | 103.875% | |||||
Percentage of principal amount (percent) | 40.00% |
Debt - Unsecured Revolving Cred
Debt - Unsecured Revolving Credit Facility and Term Loan Narrative (Details) | Feb. 08, 2019USD ($)extension_option | Aug. 05, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Line of Credit Facility [Line Items] | |||||
Outstanding amounts | $ 950,000,000 | $ 550,000,000 | |||
Outstanding borrowings | 939,921,000 | 545,594,000 | |||
Borrowings under unsecured revolving credit facility | 170,000,000 | $ 15,000,000 | |||
Revolving credit facility | New Revolving Facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility borrowing capacity | $ 600,000,000 | ||||
Number of extension options | extension_option | 2 | ||||
Extension option term (in months) | 6 months | ||||
Revolving credit facility | New Revolving Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Facility fee on revolving commitment fees (percent) | 0.15% | ||||
Facility fee on revolving commitment fee based on investment grade ratings (percent) | 0.125% | ||||
Revolving credit facility | New Revolving Facility | Minimum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.10% | ||||
Revolving credit facility | New Revolving Facility | Minimum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.10% | ||||
Revolving credit facility | New Revolving Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Facility fee on revolving commitment fees (percent) | 0.35% | ||||
Facility fee on revolving commitment fee based on investment grade ratings (percent) | 0.30% | ||||
Revolving credit facility | New Revolving Facility | Maximum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.55% | ||||
Revolving credit facility | New Revolving Facility | Maximum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.55% | ||||
Letter of credit | |||||
Line of Credit Facility [Line Items] | |||||
Subfacility capacity as percentage of available revolving commitments (percent) | 10.00% | ||||
Swingline loan | |||||
Line of Credit Facility [Line Items] | |||||
Subfacility capacity as percentage of available revolving commitments (percent) | 10.00% | ||||
Revolving Facility | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding amounts | 50,000,000 | 50,000,000 | |||
Outstanding borrowings | 50,000,000 | 50,000,000 | |||
Revolving Facility | Subsequent event | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings under unsecured revolving credit facility | $ 50,000,000 | ||||
New Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding amounts | 200,000,000 | 200,000,000 | |||
Outstanding borrowings | $ 199,031,000 | $ 198,925,000 | |||
New Term Loan | Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument face amount | $ 200,000,000 | ||||
New Term Loan | Term Loan | Minimum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 0.50% | ||||
New Term Loan | Term Loan | Minimum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.50% | ||||
New Term Loan | Term Loan | Maximum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 1.20% | ||||
New Term Loan | Term Loan | Maximum | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (percent) | 2.20% |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 20, 2020 | Mar. 10, 2020 | |
Class of Stock [Line Items] | ||||||
Share repurchase program authorization | $ 150,000,000 | |||||
Shares repurchased (in shares) | 0 | 0 | 0 | 0 | ||
ATM Program | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock, net, (in shares) | 288,000 | 0 | 990,000 | 0 | ||
Remaining offering amount available | $ 476,500,000 | $ 476,500,000 | ||||
ATM Program | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Authorized aggregate offering price of common stock | $ 500,000,000 |
Equity - At-The-Market Offering
Equity - At-The-Market Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | ||||
Gross proceeds(1) | $ 22,946 | |||
Commissions paid on stock issuance | $ 404 | |||
ATM Program | ||||
Class of Stock [Line Items] | ||||
Number of shares | 288,000 | 0 | 990,000 | 0 |
Average sales price per share | $ 24.05 | $ 23.74 | ||
Gross proceeds(1) | $ 6,926 | $ 23,505 | ||
Commissions paid on stock issuance | $ 100 | $ 300 |
Equity - Dividends on Common St
Equity - Dividends on Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Dividends on common stock | ||||
Dividends declared per share | $ 0.265 | $ 0.265 | $ 0.25 | $ 0.25 |
Dividends payment date | Jul. 15, 2021 | Apr. 15, 2021 | ||
Dividends payable as of record date | $ 25,714 | $ 25,633 | $ 23,931 | $ 23,931 |
Dividends record date | Jun. 30, 2021 | Mar. 31, 2021 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 01, 2014shares | Apr. 30, 2021$ / sharesshares | Feb. 28, 2021installmentcompany$ / sharesshares | Jan. 31, 2021installment$ / sharesshares | Feb. 28, 2021installment | Jun. 30, 2021USD ($)shares | Dec. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unamortized stock-based compensation expense related to unvested awards | $ | $ 13.2 | ||||||
Weighted average remaining vesting period related to expense recognition | 2 years 2 months 12 days | ||||||
Restricted stock award | Ensign employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards unvested during spin-off (in shares) | 207,580 | ||||||
Shares forfeited (shares) | 1,760 | ||||||
Unvested stock awards outstanding (in shares) | 0 | ||||||
Restricted stock award | Officers and employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 99,189 | 140,514 | |||||
Award grant date fair value (in usd per share) | $ / shares | $ 22.18 | $ 22.48 | |||||
Number of equal annual vesting installments | installment | 3 | 3 | 3 | ||||
Restricted stock award | Board of Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 20,266 | ||||||
Award grant date fair value (in usd per share) | $ / shares | $ 24.18 | ||||||
Performance stock award | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Historical volatility term basis for expected volatility assumption | 2 years 10 months 2 days | ||||||
Performance stock award | Officers | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 99,189 | 108,414 | |||||
Award grant date fair value (in usd per share) | $ / shares | $ 27.98 | $ 22.48 | |||||
Vesting period (in years) | 3 years | ||||||
Number of publicly traded healthcare REITs in peer group | company | 16 | ||||||
Performance stock award | Minimum | Officers | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 1 year | ||||||
Percentage of awards to vest relative To initial grant based on TSR performance | 0.00% | ||||||
Performance stock award | Maximum | Officers | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | ||||||
Percentage of awards to vest relative To initial grant based on TSR performance | 200.00% |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - Performance stock award | 2 Months Ended |
Feb. 28, 2021 | |
Valuation Assumptions | |
Risk-free interest rate | 0.27% |
Expected stock price volatility | 52.93% |
Expected service period | 2 years 10 months 2 days |
Expected dividend yield (assuming full reinvestment) | 0.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Stock-based compensation expense | $ 1,810 | $ 963 | $ 3,395 | $ 1,847 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ 21,317 | $ 20,486 | $ 18,935 | $ 19,325 | $ 41,803 | $ 38,260 |
Less: Net income allocated to participating securities | (116) | (75) | (234) | (148) | ||
Numerator for basic earnings available to common stockholders | 21,201 | 18,860 | 41,569 | 38,112 | ||
Numerator for basic and diluted earnings available to common stockholders | $ 21,201 | $ 18,860 | $ 41,569 | $ 38,112 | ||
Denominator: | ||||||
Weighted-average basic common shares outstanding (in shares) | 96,082 | 95,208 | 95,732 | 95,185 | ||
Dilutive market condition stock awards | 38 | 0 | 23 | 0 | ||
Weighted-average diluted common shares outstanding (in shares) | 96,120 | 95,208 | 95,755 | 95,185 | ||
Earnings per common share, basic (in dollars per share) | $ 0.22 | $ 0.20 | $ 0.43 | $ 0.40 | ||
Earnings per common share, diluted (in dollars per share) | $ 0.22 | $ 0.20 | $ 0.43 | $ 0.40 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2021USD ($) |
Ensign and Pennant | |
Other Commitments [Line Items] | |
Aggregate required financing of capital expenditures as percentage of initial investment in property (percent) | 20.00% |
Certain capital improvements at triple-net leased facilities | |
Other Commitments [Line Items] | |
Funding commitment | $ 13.1 |
Portion of funding commitment subject to rent increase at time of funding | $ 11.6 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021unit_bedfacility | Jun. 30, 2020 | Jun. 30, 2021unit_bedfacilitystate | Jun. 30, 2020 | |
Skilled nursing, multi-service campuses, assisted living and independent living facilities | ||||
Concentration Risk [Line Items] | ||||
Number of facilities | 223 | 223 | ||
Ensign | ||||
Concentration Risk [Line Items] | ||||
Number of states where Ensign leases the highest concentration of properties | state | 4 | |||
Ensign | Customer concentration risk | Rental income, exclusive of operating expense reimbursements | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (percent) | 31.00% | 32.00% | 32.00% | 32.00% |
PMG | Customer concentration risk | Rental income, exclusive of operating expense reimbursements | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (percent) | 15.00% | 17.00% | 15.00% | 17.00% |
Ensign | Skilled nursing, multi-service campuses, assisted living and independent living facilities | ||||
Concentration Risk [Line Items] | ||||
Number of facilities | 93 | 93 | ||
Number of beds and units in facilities | unit_bed | 9,907 | 9,907 | ||
PMG | Skilled nursing and campus facilities | ||||
Concentration Risk [Line Items] | ||||
Number of facilities | 15 | 15 | ||
Number of beds and units in facilities | 2,144 | 2,144 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Aug. 05, 2021USD ($)facilityextension_option | Jul. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)property |
Subsequent Event [Line Items] | ||||
Number of properties acquired | property | 6 | |||
Aggregate purchase price | $ 151,165 | |||
Subsequent event | Held for sale | ||||
Subsequent Event [Line Items] | ||||
Number of facilities | facility | 1 | |||
Net carrying value | $ 4,900 | |||
Subsequent event | Ensign Master Lease Amended | Ensign | ||||
Subsequent Event [Line Items] | ||||
Initial lease term (in years) | 17 years | |||
Number of renewal options | extension_option | 3 | |||
Lease renewal term (in years) | 5 years | |||
Annual cash rent increase under amended lease | $ 2,200 | |||
GAAP rent increase under amended lease | $ 2,500 | |||
Subsequent event | Skilled nursing facility | ||||
Subsequent Event [Line Items] | ||||
Number of properties acquired | facility | 2 | |||
Aggregate purchase price | $ 32,500 | |||
Prepaid rent component | $ 5,000 | |||
Subsequent event | 2025 Senior unsecured notes payable | Senior unsecured notes | ||||
Subsequent Event [Line Items] | ||||
Redemption of debt | $ 300,000 | |||
Redemption price of notes (percent) | 102.625% | |||
Forecast | 2025 Senior unsecured notes payable | Senior unsecured notes | ||||
Subsequent Event [Line Items] | ||||
Loss on extinguishment of debt | $ 10,800 | |||
Loss on redemption price | 7,900 | |||
Write off of deferred financing costs | $ 2,900 |