Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-10822 | |
Entity Registrant Name | National Health Investors Inc | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 62-1470956 | |
Entity Address, Address Line One | 222 Robert Rose Drive | |
Entity Address, City or Town | Murfreesboro | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37129 | |
City Area Code | (615) | |
Local Phone Number | 890-9100 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | NHI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,388,742 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000877860 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Land | $ 181,949 | $ 177,527 |
Buildings and improvements | 2,604,742 | 2,549,019 |
Construction in progress | 3,924 | 3,352 |
Real estate properties, gross | 2,790,615 | 2,729,898 |
Less accumulated depreciation | (625,743) | (611,688) |
Real estate properties, net | 2,164,872 | 2,118,210 |
Mortgage and other notes receivable, net of reserve of $14,964 and $15,338, respectively | 219,942 | 233,141 |
Cash and cash equivalents | 13,875 | 19,291 |
Straight-line rent receivable | 79,103 | 76,895 |
Assets held for sale, net | 26,670 | 43,302 |
Other assets, net | 28,768 | 16,585 |
Total Assets | 2,533,230 | 2,507,424 |
Liabilities and Stockholders’ Equity: | ||
Debt | 1,176,014 | 1,147,511 |
Accounts payable and accrued expenses | 24,626 | 25,905 |
Dividends payable | 39,050 | 39,050 |
Deferred income | 4,944 | 5,052 |
Total Liabilities | 1,244,634 | 1,217,518 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 9,520 | 9,825 |
National Health Investors, Inc. Stockholders’ Equity: | ||
43,388,742 shares issued and outstanding | 434 | 434 |
Capital in excess of par value | 1,601,257 | 1,599,427 |
Retained earnings | 2,365,674 | 2,331,190 |
Cumulative dividends | (2,699,876) | (2,660,826) |
Total National Health Investors, Inc. Stockholders’ Equity | 1,267,489 | 1,270,225 |
Noncontrolling interests | 11,587 | 9,856 |
Total Equity | 1,279,076 | 1,280,081 |
Total Liabilities and Equity | $ 2,533,230 | $ 2,507,424 |
Common stock, shares outstanding (in shares) | 43,388,742 | 43,388,742 |
Common stock, shares issued (in shares) | 43,388,742 | 43,388,742 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Credit loss | $ 14,964 | $ 15,338 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 43,388,742 | 43,388,742 |
Common stock, shares outstanding (in shares) | 43,388,742 | 43,388,742 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Rental income | $ 65,299 | $ 64,559 |
Resident fees and services | 11,700 | 0 |
Interest income and other | 5,389 | 6,768 |
Total revenues | 82,388 | 71,327 |
Expenses: | ||
Depreciation | 17,617 | 18,272 |
Interest | 14,027 | 10,198 |
Senior housing operating expenses | 9,799 | 0 |
Legal | 122 | 1,827 |
Franchise, excise and other taxes | 183 | 244 |
General and administrative | 5,653 | 8,101 |
Taxes and insurance on leased properties | 2,619 | 3,038 |
Loan and realty (gains) losses | (418) | 24,528 |
Total operating expenses | 49,602 | 66,208 |
Gains on sales of real estate, net | 1,397 | 2,981 |
Loss on early retirement of debt | 0 | (151) |
Gains from equity method investment | 0 | 297 |
Net income | 34,183 | 8,246 |
Less: net loss attributable to noncontrolling interests | 301 | 153 |
Net income attributable to common stockholders | $ 34,484 | $ 8,399 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 43,388,742 | 45,850,686 |
Diluted (in shares) | 43,391,429 | 45,851,061 |
Basic: | ||
Net income attributable to common stockholders - basic (in US dollars per share) | $ 0.79 | $ 0.18 |
Diluted: | ||
Net income attributable to common stockholders - diluted (in US dollars per share) | $ 0.79 | $ 0.18 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 34,183 | $ 8,246 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 17,617 | 18,272 |
Amortization of debt issuance costs, debt discounts and prepaids | 1,048 | 1,087 |
Amortization of commitment fees and note receivable discounts | (148) | (120) |
Amortization of lease incentives | 299 | 252 |
Straight-line rent adjustments | (2,097) | (1,079) |
Non-cash rental income | (2,500) | 0 |
Non-cash interest income on mortgage and other notes receivable | (376) | (880) |
Non-cash lease deposit liability recognized as rental income | 0 | (8,838) |
Gains on sales of real estate, net | (1,397) | (2,981) |
Gains from equity method investment | 0 | (297) |
Loss on early retirement of debt | 0 | 151 |
Loan and realty (gains) losses | (418) | 24,528 |
Payment of lease incentive | (10,000) | 0 |
Non-cash share-based compensation | 2,105 | 5,083 |
Changes in operating assets and liabilities: | ||
Other assets | (3,772) | (107) |
Accounts payable and accrued expenses | (3,277) | (4,252) |
Deferred income | (219) | (385) |
Net cash provided by operating activities | 31,048 | 38,680 |
Cash flows from investing activities: | ||
Investments in mortgage and other notes receivable | (7,219) | (16,350) |
Collections of mortgage and other notes receivable | 7,211 | 988 |
Acquisitions of real estate | (38,081) | 0 |
Proceeds from sales of real estate | 10,201 | 13,170 |
Investments in existing real estate | (2,133) | (165) |
Distributions from equity method investment | 2,500 | 297 |
Net cash used in investing activities | (27,521) | (2,060) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 192,000 | 85,000 |
Payments on revolving credit facility | (19,000) | 0 |
Payments on term loans | (145,103) | (75,098) |
Debt issuance costs | 0 | (4,535) |
Distributions to noncontrolling interests | (363) | (271) |
Dividends paid to stockholders | (39,050) | (41,266) |
Taxes remitted on employee stock awards | 0 | (7) |
Proceeds from noncontrolling interest | 2,000 | 0 |
Net cash used in financing activities | (9,516) | (36,177) |
(Decrease) increase in cash and cash equivalents and restricted cash | (5,989) | 443 |
Cash and cash equivalents and restricted cash, beginning of period | 21,516 | 39,485 |
Cash and cash equivalents and restricted cash, end of period | 15,527 | 39,928 |
Supplemental disclosure of cash flow information: | ||
Interest paid, net of amounts capitalized | 15,878 | 12,920 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Real estate acquired in exchange for mortgage notes receivable | 14,200 | 0 |
Change in other assets related to sales of real estate | 0 | (33) |
Change in accounts payable related to investments in real estate construction | 20 | 0 |
Change in accounts payable related to renovations of existing real estate | 0 | (219) |
Change in accounts payable related to distributions to noncontrolling interests | 90 | (28) |
Reclassification of prepaid equity issuance costs to capital in excess of par value | $ 275 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement Of Equity - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Cumulative Dividends | Total National Health Investors, Inc. Stockholders’ Equity | Noncontrolling Interests |
Beginning balance, common stock (in shares) at Dec. 31, 2021 | 45,850,599 | ||||||
Beginning balance at Dec. 31, 2021 | $ 1,516,983 | $ 459 | $ 1,591,182 | $ 2,416,713 | $ (2,501,271) | $ 1,507,083 | $ 9,900 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions declared to noncontrolling interests | (243) | (243) | |||||
Total comprehensive income | 8,246 | 8,399 | 8,399 | (153) | |||
Taxes remitted on employee stock awards | $ (7) | (7) | (7) | ||||
Shares issued on stock options exercised (in shares) | 7,500 | 269 | |||||
Share-based compensation | $ 5,083 | 5,083 | 5,083 | ||||
Dividends declared | (41,265) | (41,265) | (41,265) | ||||
Ending balance, common stock (in shares) at Mar. 31, 2022 | 45,850,868 | ||||||
Ending balance at Mar. 31, 2022 | $ 1,488,797 | $ 459 | 1,596,258 | 2,425,112 | (2,542,536) | 1,479,293 | 9,504 |
Beginning balance, common stock (in shares) at Dec. 31, 2022 | 43,388,742 | 43,388,742 | |||||
Beginning balance at Dec. 31, 2022 | $ 1,280,081 | $ 434 | 1,599,427 | 2,331,190 | (2,660,826) | 1,270,225 | 9,856 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Noncontrolling interest capital contribution | 2,000 | 2,000 | |||||
Distributions declared to noncontrolling interests | (273) | (273) | |||||
Total comprehensive income, excluding a loss of $0 attributable to redeemable noncontrolling interests | 34,488 | 34,484 | 34,484 | 4 | |||
Issuance of common stock, net | (275) | (275) | (275) | ||||
Share-based compensation | 2,105 | 2,105 | 2,105 | ||||
Dividends declared | $ (39,050) | (39,050) | (39,050) | ||||
Ending balance, common stock (in shares) at Mar. 31, 2023 | 43,388,742 | 43,388,742 | |||||
Ending balance at Mar. 31, 2023 | $ 1,279,076 | $ 434 | $ 1,601,257 | $ 2,365,674 | $ (2,699,876) | $ 1,267,489 | $ 11,587 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement Of Equity Consolidated Statement of Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Net loss | $ (305) | $ (305) |
Dividends to common stockholders (in dollars per share) | $ 0.90 | $ 0.90 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business National Health Investors, Inc. (“NHI,” the “Company,” “we,” “us,” or “our”), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”) specializing in sale-leaseback, joint venture and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable segments: Real Estate Investments and Senior Housing Operating Portfolio (“SHOP”). Our Real Estate Investments segment consists of real estate investments and leases, mortgages and other notes receivable in independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance-fee communities (“EFC”), senior living campuses (“SLC”), skilled nursing facilities (“SNF”) and a hospital (“HOSP”). As of March 31, 2023, we had gross investments of approximately $2.4 billion in 164 health care real estate properties located in 31 states and leased pursuant primarily to triple-net leases to 25 tenants consisting of 98 senior housing communities, 65 SNFs and one HOSP, excluding ten properties classified as assets held for sale. Our portfolio of 14 mortgages along with other notes receivable totaled $234.9 million, excluding an allowance for expected credit losses of $15.0 million, as of March 31, 2023. Our SHOP segment is comprised of two ventures that own the operations of ILFs. As of March 31, 2023, we had gross investments of approximately $339.1 million in 15 properties with a combined 1,734 units located in eight states that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements that commenced April 1, 2022. The third-party managers, or related parties of the managers, own equity interests in the respective ventures. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial statements. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. The condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, joint ventures and subsidiaries in which we have a controlling interest. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if the Company is deemed to be the primary beneficiary of such entities. All material intercompany transactions and balances are eliminated in consolidation. Effective April 1, 2022 and at March 31, 2023, our consolidated total assets and liabilities include two consolidated ventures comprising our SHOP activities, each formed with a separate partner - Merrill Gardens, L.L.C. (“Merrill”) and DSHI NHI Holiday LLC (the “Discovery member”), a related party of Discovery Senior Living (“Discovery”). We consider both ventures to be VIEs as the members of each, as a group, lack the characteristics of a controlling financial interest. We are deemed to be the primary beneficiary because we have the ability to control the activities that most significantly impact each VIE’s economic performance. The assets of the ventures primarily consist of real estate properties, cash and cash equivalents, and resident fees and services (accounts receivable). Their obligations primarily consist of operating expenses of the ILFs (accounts payable and accrued expenses) and capital expenditures for the properties. Aggregate assets of the consolidated SHOP ventures that can be used only to settle obligations of each respective SHOP venture primarily include approximately $259.4 million of real estate properties, net, $5.0 million of cash and cash equivalents, $2.7 million of prepaid expenses and other, and $0.4 million of accounts receivable, net. Liabilities of the consolidated SHOP ventures for which creditors do not have recourse to the general credit of the Company are not material. Reference Notes 5 and 10 for further discussion of these ventures. We also consolidate two real estate partnerships formed with our partners, Discovery Senior Housing Investor XXIV, LLC, a related party of Discovery, and LCS Timber Ridge LLC (“LCS”), to invest in senior housing facilities. We consider both partnerships to be VIEs, as either the members, as a group, lack the characteristics of a controlling financial interest or the total equity at risk is insufficient to finance activities without additional subordinated financial support. NHI directs the activities that most significantly impact economic performance of these ventures, subject to limited protective rights extended to our partners for specified business decisions. Because of our control of these partnerships, we include their assets, liabilities, noncontrolling interests and operations in our condensed consolidated financial statements. We use the equity method of accounting when we own an interest in an entity whereby we can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity. Reference Note 6 for further discussion of our equity method investment. We structured our Timber Ridge OpCo, LLC (“Timber Ridge OpCo”) investment to be compliant with the provisions of the REIT Investment Diversification Empowerment Act of 2007 which permits us to receive rent payments through a triple-net lease between a property company and an operating company and allows us to receive distributions from the operating company to a taxable REIT subsidiary (“TRS”). Our TRS holds our equity interests in unconsolidated operating companies thus providing an organizational structure that allows the TRS to engage in a broad range of activities and share in revenues that are otherwise non-qualifying income under the REIT gross income tests. At March 31, 2023, we held interests in nine unconsolidated VIEs, and, because we lack either directly or through related parties the power to direct the activities that most significantly impact their economic performance, we have concluded that the Company is not the primary beneficiary. Accordingly, we account for our transactions with these entities and their subsidiaries at either amortized cost or net realizable value for straight-line rent receivables, excluding our investment accounted for under the equity method. The Company’s unconsolidated VIEs are summarized below by date of initial involvement. For further discussion of the nature of the relationships, including the sources of exposure to these VIEs, see the notes to our condensed consolidated financial statements cross-referenced below ( $ in thousands ). Date Name Source of Exposure Carrying Amount Maximum Exposure to Loss Note Reference 2014 Senior Living Communities Notes and straight-line receivable $ 91,523 $ 94,023 Notes 3, 4 2016 Senior Living Management Notes $ 24,500 $ 24,500 — 2018 Bickford Senior Living Notes and funding commitment $ 17,156 $ 30,125 Notes 3, 4 2019 Encore Senior Living Various 1 $ 44,780 $ 55,726 Notes 3, 4 2020 Timber Ridge OpCo Various 2 $ 3,287 $ 8,287 Notes 6, 7 2020 Watermark Retirement Notes and straight-line receivable $ 7,580 $ 11,104 — 2021 Montecito Medical Real Estate Notes and funding commitment $ 20,383 $ 50,128 Note 4 2021 Vizion Health Notes and straight-line receivable $ 19,330 $ 21,330 — 2021 Navion Senior Solutions Various 3 $ 9,351 $ 13,926 — 1 Notes, straight-line rent receivables, and lease receivables 2 Loan commitment, equity method investment, straight-line rent receivables and unamortized lease incentive 3 Notes, loan commitments, straight-line rent receivables, and unamortized lease incentive We are not obligated to provide support beyond our stated commitments to these tenants and borrowers whom we classify as VIEs, and accordingly, our maximum exposure to loss as a result of these relationships is limited to the amount of our commitments, as shown above and discussed in the notes. Economic loss on a lease, in excess of what is presented in the table above, if any, would be limited to that resulting from any period of non-payment of rent before we are able to take effective remedial action, as well as costs incurred in transitioning the lease to a new tenant. The potential extent of such loss would be dependent upon individual facts and circumstances, and is therefore not included in the table above. In the future, NHI may be deemed the primary beneficiary of the operations if the tenants or borrowers do not have adequate liquidity to accept the risks and rewards as the tenant and operator of the properties and might be required to consolidate the financial position and results of operations of the tenants or borrowers into our condensed consolidated financial statements. Noncontrolling Interests Contingently redeemable noncontrolling interests are recorded at their initial carrying amounts upon issuance and are subsequently adjusted to reflect their share of gains or losses and distributions attributable to the noncontrolling interests. In periods where they are or will become probable of redemption, an adjustment to the redemption value of the noncontrolling interests is also recognized through “ Capital in excess of par value ” on the Company’s Consolidated Balance Sheets and included in our computation of earnings per share. As of March 31, 2023, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10. We consolidate the real estate partnerships formed with Discovery in June 2019 and LCS in January 2020, both of which invest in senior housing facilities. The noncontrolling interests associated with these two consolidated real estate partnerships and our Discovery member SHOP venture were classified in equity as of March 31, 2023. Cash and Cash Equivalents and Restricted Cash Cash equivalents consist of all highly liquid investments with an original maturity of three months or less. Restricted cash includes amounts required to be held on deposit or subject to an agreement (e.g., with a qualified intermediary subject to an Internal Revenue Code Section 1031 exchange agreement or in accordance with agency agreements governing our mortgages). The following table sets forth our “ Cash and cash equivalents and restricted cash ” reported within the Company’s Condensed Consolidated Statements of Cash Flows ( $ in thousands ): March 31, March 31, Beginning of period: Cash and cash equivalents $ 19,291 $ 37,412 Restricted cash (included in Other assets, net) 2,225 2,073 Cash, cash equivalents, and restricted cash $ 21,516 $ 39,485 End of period: Cash and cash equivalents $ 13,875 $ 36,121 Restricted cash (included in Other assets, net) 1,652 3,807 Cash, cash equivalents, and restricted cash $ 15,527 $ 39,928 Concentration of Credit Risks Our credit risks primarily relate to cash and cash equivalents and investments in mortgage and other notes receivable. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that may exceed federally insured limits. We have not experienced any losses in such accounts. Our mortgages and other notes receivable consist primarily of secured loans on facilities. Our financial instruments, principally our investments in notes receivable, are subject to the possibility of loss of the carrying values as a result of the failure of other parties to perform according to their contractual obligations which may make the instruments less valuable. We obtain collateral in the form of mortgage liens and other protective rights for notes receivable and continually monitor these rights in order to reduce such possibilities of loss. We evaluate the need to provide for reserves for potential losses on our financial instruments based on management’s periodic review of our portfolio on an instrument-by-instrument basis. Assets Held for Sale We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we anticipate the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated transaction costs. Depreciation and amortization of the property are discontinued. If a property subsequently no longer meets the criteria to be classified as held for sale, it is reclassified as held and used and measured at the lower of i) its original carrying amount before the asset was classified as held for sale, adjusted for any depreciation expense not recognized while it was classified as held for sale, and ii) its fair value. Impairment of Long-Lived Assets We evaluate the recoverability of the carrying amount of our long-lived assets when events or circumstances, including significant physical changes, significant adverse changes in general economic conditions or significant deterioration of the underlying cash flows of the long-lived assets, indicate that the carrying amount of the long-lived assets may not be recoverable. The need to recognize an impairment charge is based on estimated undiscounted future cash flows compared to the carrying amount. If recognition of an impairment charge is necessary, it is measured as the amount by which the carrying amount of the property exceeds the estimated fair value of the long-lived asset. During the three months ended March 31, 2023 and 2022, we recognized impairment charges of approximately $0.3 million and $24.6 million, respectively, included in “ Loan and realty (gains) losses ” in our Condensed Consolidated Statements of Income. Reference Note 3 for more discussion. Revenue Recognition Rental Income - Our leases generally provide for rent escalators throughout the term of the lease. Base rental income is recognized using the straight-line method over the term of the lease to the extent that lease payments are considered collectible and the lease provides for specific contractual escalators. Under certain leases, we receive additional contingent rent, which is calculated on the increase in revenues of the tenant over a base year or base quarter. We recognize contingent rent annually or quarterly based on the actual revenues of the tenant once the target threshold has been achieved. Lease payments that depend on a factor directly related to future use of the property, such as an increase in annual revenues over a base year, are considered to be contingent rentals and are excluded from the schedule of minimum lease payments. The Company reviews its operating lease receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant is not probable, a direct write-off of the receivable is made as an adjustment to rental income and any future rental revenue is recognized only when the tenant makes a rental payment. As of March 31, 2023, we had three tenants, including Bickford Senior Living (“Bickford”) on the cash basis of revenue recognition for their lease arrangements. Reference Note 3 for further discussion. Resident Fees and Services - Resident fee revenue associated with our SHOP activities is recognized as the related performance obligations are satisfied and includes resident room charges, community fees and other resident charges. Residency agreements are generally short term (30 days to one year), and entitle the resident to certain room and care services for a monthly fee billed in advance. Revenue for certain related services is billed monthly in arrears. The Company has elected the lessor practical expedient within Accounting Standards Codification (“ASC”) 842, Leases, not to separate the lease and nonlease components within our resident agreements as the timing and pattern of transfer to the resident are the same. The Company has determined that the nonlease component is the predominant component within the contract and will recognize revenue under ASC 606, Revenue Recognition from Contracts with Customers. Interest Income from Mortgage and Other Notes Receivable Interest income is recognized based on the interest rates and principal amounts outstanding on the notes receivable. We identify a mortgage loan as non-performing if a required payment is not received within 30 days of the date it is due and a borrower’s current financial condition indicates a probability it cannot pay its current contractual amounts. A non-performing loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms. As of March 31, 2023, we have a mortgage note receivable and a mezzanine loan totaling an aggregate of $24.5 million with affiliates of one operator/borrower designated as non-performing. Income Taxes We intend at all times to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Accordingly, we will generally not be subject to U.S. federal income tax, provided that we continue to qualify as a REIT and make distributions to stockholders equal to or in excess of 90% our taxable income. Certain activities that we undertake may be conducted by entities that have elected to be treated as TRSs. TRSs are subject to federal, state, and local income taxes. Accordingly, a provision for income taxes has been made in the condensed consolidated financial statements. A failure to qualify under the applicable REIT qualification rules and regulations would have a material adverse impact on our financial position, results of operations and cash flows. Segments We operate our business through two reportable segments: Real Estate Investments and SHOP. In our Real Estate Investments segment, we invest in (i) senior housing and healthcare real estate and lease those properties to healthcare operating companies under primarily triple-net leases that obligate tenants to pay all property-related expenses and (ii) mortgage and other notes receivable throughout the United States. Our SHOP segment is comprised of the operations of 15 ILFs located throughout the United States that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements. Reference Notes 5 and 15 for additional information. Reclassifications In prior years, the Company presented " Cumulative dividends in excess of net income " as a single line item on the Consolidated Balance Sheets and Consolidated Statements of Equity. Beginning January 1, 2023, the Company separated this line item into two components, " Retained earnings " and " Cumulative dividends, " and reclassified prior year information to conform to the current period presentation. |
Investment Activity
Investment Activity | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Investment Activity | Investment Activity Asset Acquisitions Since January 1, 2023, we have completed the following real estate investments ( $ in thousands ): Operator Date Properties Asset Class Land Building and Improvements Total Silverado Senior Living Q1 2023 2 ALF $ 3,894 $ 33,599 $ 37,493 Bickford Q1 2023 1 ALF 1,746 15,542 17,288 $ 5,640 $ 49,141 $ 54,781 In February 2023, we acquired two memory care communities operated by Silverado Senior Living for approximately $37.5 million. The newly developed properties opened in 2022 and include a 60-unit community in Summerlin, Nevada and a 60-unit community in Frederick, Maryland. They are leased pursuant to 20-year leases with a first-year lease rate of 7.5% and annual escalators of 2.0%. In February 2023, we also acquired a 64-unit assisted living and memory care community in Chesapeake, Virginia from Bickford. The acquisition price was $17.3 million, including the satisfaction of an outstanding construction note receivable of $14.2 million including interest, cash consideration of $0.5 million and approximately $0.1 million in closing costs. The acquisition price also included a reduction of $2.5 million in Bickford’s outstanding pandemic-related deferrals that has been recognized in “ Rental income. ” We added the community to an existing master lease with Bickford at an initial rate of 8.0%. Asset Dispositions During the three months ended March 31, 2023, we completed the following dispositions of real estate properties within our Real Estate Investments portfolio as described below ( $ in thousands ): Operator Date Properties 1 Asset Class Net Proceeds Net Real Estate Investment Gain Impairment 2 BAKA Enterprises, LLC 3 Q1 2023 1 ALF $ 7,478 $ 7,505 $ — $ (27) Bickford Senior Living Q1 2023 1 ALF 2,553 1,421 1,132 — $ 10,031 $ 8,926 $ 1,132 $ (27) 1 Assets were previously classified as “ Assets held for sale ” in the Consolidated Balance Sheet at December 31, 2022. 2 Impairments are included in “ Loan and realty (gains) losses ” in the Condensed Consolidated Statement of Income for the three months ended March 31, 2023. 3 Total impairment charges previously recognized on this property were $7.8 million. Assets Held for Sale and Long-Lived Assets The following is a summary of our assets held for sale ( $ in thousands ): As of As of March 31, 2023 December 31, 2022 Number of properties 10 13 Real estate, net $26,670 $43,302 Rental income associated with assets held for sale totaled $1.5 million and $1.0 million for the three months ended March 31, 2023 and 2022, respectively. During the first quarter of 2023, one property in our Real Estate Investments portfolio was classified as held for sale with a net real estate balance of $5.0 million and two properties, previously classified as held for sale with an aggregate net real estate balance of $12.3 million, were reclassified as held for use. During the three months ended March 31, 2023, we recorded impairment charges of approximately $0.3 million on three properties which were sold or classified as held for sale related to our Real Estate Investments portfolio. The impairment charges are included in “ Loan and realty (gains) losses ” in the Condensed Consolidated Statements of Income. We reduce the carrying value of impaired properties to their estimated fair value or, with respect to the properties classified as held for sale, to estimated fair value less costs to sell. To estimate the fair values of the properties, we utilized a market approach which considered binding agreements for sales (Level 1 inputs), non-binding offers to purchase from unrelated third parties and/or broker quotes of estimated values (Level 3 inputs), and/or independent third-party valuations (Level 1 and 3 inputs). Second Quarter 2023 Dispositions During the second quarter of 2023, we sold three ALFs located in Oregon in two transactions for approximately $5.7 million in cash consideration, net of transaction costs and $0.6 million of seller financing on one of the transactions. The properties were classified in assets held for sale on the Condensed Consolidated Balance Sheet as of March 31, 2023 with an aggregate book value of $5.9 million. Prior impairment charges recognized on the properties totaled $3.7 million. Tenant Concentration The following table contains information regarding concentration in our Real Estate Investments portfolio for tenants or affiliates of tenants, that exceed 10% of total revenues for the three months ended March 31, 2023 and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.0 million and $339.1 million in assets for the SHOP segment ( $ in thousands ): as of March 31, 2023 Revenues 1 Asset Gross Real Notes Three Months Ended March 31, Class Estate 2 Receivable 2023 2022 Senior Living Communities, LLC (“Senior Living”) EFC $ 573,631 $ 50,200 $ 12,833 16% $ 12,751 18% National HealthCare Corporation (“NHC”) SNF 133,770 — 9,807 12% 9,189 13% Bickford ALF 430,217 16,921 11,162 14% 7,038 10% Holiday Retirement 3 ILF — — N/A N/A 9,797 14% All others, net Various 1,311,316 167,785 34,267 41% 29,514 41% Escrow funds received from tenants for property operating expenses Various — — 2,619 3% 3,038 4% $ 2,448,934 $ 234,906 70,688 71,327 Resident fees and services 4 11,700 14% N/A —% $ 82,388 $ 71,327 1 Includes interest income on notes receivable and rental income from properties classified as held for sale. 2 Amounts include any properties classified as held for sale. 3 Revenues include a lease deposit recognized as rental income in the three months ended March 31, 2022. 4 There is no tenant concentration in resident fees and services because these agreements are with individual residents. At March 31, 2023, the two states in which we had an investment concentration of 10% or more were South Carolina (11.8%) and Texas (10.5%). Senior Living As of March 31, 2023, we leased ten retirement communities to Senior Living. We recognized straight-line rent revenue of $(0.3) million and $0.1 million from Senior Living for the three months ended March 31, 2023 and 2022, respectively. NHC Percentage Rent Under the terms of our lease with NHC, rent escalates by 4% of the increase, if any, in each of the facility’s revenue over a base year and is referred to as percentage rent. The following table summarizes the percentage rent income from NHC ( $ in thousands ): Three Months Ended March 31, 2023 2022 Current year $ 965 $ 843 Prior year final certification 1 630 (206) Total percentage rent income $ 1,595 $ 637 1 For purposes of the percentage rent calculation described in the master lease agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year. Two of our board members, including our chairman, are also members of NHC’s board of directors. Bickford Senior Living As of March 31, 2023, we leased 39 facilities under four leases to Bickford. During the three months ended March 31, 2023, we did not provide any lease concessions to Bickford. Revenues from Bickford for the three months ended March 31, 2022, reflect the impact of pandemic-related rent concessions of approximately $5.5 million. During the first quarter of 2023, Bickford repaid $0.2 million of its outstanding pandemic-related deferrals in addition to the reduction in deferrals of $2.5 million in connection with the acquisition of the ALF located in Chesapeake, Virginia. As of March 31, 2023, Bickford’s outstanding pandemic-related deferrals were $20.1 million. Cash Basis Operators We placed Bickford on cash basis of revenue recognition during the second quarter of 2022, based upon information we obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. Cash rent received from Bickford for the three months ended March 31, 2023 was $7.8 million, which excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed above. We placed two additional operators on the cash basis of accounting for their leases during 2022. Rental income associated with these tenants totaled $4.0 million for the three months ended March 31, 2023. Tenant Purchase Options Certain of our leases contain purchase options allowing tenants to acquire the leased properties. At March 31, 2023, we had tenant purchase options on three properties with an aggregate net investment of $59.7 million that will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million and $1.7 million for the three months ended March 31, 2023 and 2022, respectively. We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed our net investment in the leased property or properties. Future Minimum Base Rent Future minimum lease payments to be received by us under our operating leases at March 31, 2023, are as follows ( $ in thousands ): Remainder of 2023 $ 171,434 2024 239,886 2025 243,414 2026 250,071 2027 208,445 2028 202,028 Thereafter 663,295 $ 1,978,573 Variable Lease Payments Most of our existing leases contain annual escalators in rent payments. Some of our leases contain escalators that are determined annually based on a variable index or other factors that are indeterminable at the inception of the lease. The table below indicates the revenue recognized as a result of fixed and variable lease escalators ( $ in thousands ): Three Months Ended March 31, 2023 2022 Lease payments based on fixed escalators, net of deferrals $ 58,937 $ 59,508 Lease payments based on variable escalators 1,945 1,186 Straight-line rent income, net of write-offs 2,097 1,079 Escrow funds received from tenants for property operating expenses 2,619 3,038 Amortization of lease incentives (299) (252) Rental income $ 65,299 $ 64,559 |
Mortgage And Other Notes Receiv
Mortgage And Other Notes Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Mortgage and Other Notes Receivable [Abstract] | |
Mortgage and Other Notes Receivable | Mortgage and Other Notes Receivable At March 31, 2023, our investments in mortgage notes receivable totaled $150.8 million secured by real estate and other assets of the borrowers (e.g., Uniform Commercial Code liens on personal property) related to 14 facilities and in other notes receivable totaled $84.1 million, substantially all of which are guaranteed by significant parties to the notes or by cross-collateralization of properties with the same owner. These balances exclude a credit loss reserve of $15.0 million at March 31, 2023. We have a mortgage note receivable of $10.0 million and a mezzanine loan of $14.5 million with affiliates of one operator/borrower designated as non-performing at March 31, 2023 and December 31, 2022. This operator/borrower is also one of the tenants converted to cash basis of accounting. Interest income recognized, representing cash received, from these non-performing loans was $0.4 million for both the three months ended March 31, 2023 and 2022. All other loans were on full accrual basis at March 31, 2023 and December 31, 2022. Montecito Medical Real Estate We have a $50.0 million mezzanine loan and security agreement with Montecito Medical Real Estate for a fund that invests in medical real estate, including medical office buildings, throughout the United States. As of March 31, 2023, we have funded $20.3 million of our commitment that was used to acquire nine medical office buildings for a combined purchase price of approximately $86.7 million. For each of the three months ended March 31, 2023 and 2022, we received interest of $0.4 million. The mezzanine loan and security agreement was modified in April 2022, so that the two real estate investments funded in the second quarter of 2022 accrue interest at an annual rate of 7.5% that is paid monthly in arrears and 4.5% per year in interest to be paid upon certain future events including repayments, sales of fund investments, and refinancings (the “Deferred Interest”). Prior borrowings under the mezzanine loan and security agreement bear interest at an annual rate of 9.5% and accrue an additional 2.5% in Deferred Interest. The Deferred Interest will be recognized as interest income upon receipt. Funds drawn in accordance with this agreement are required to be repaid on a per-investment basis five years from deployment of the funds for the applicable investment and includes two one-year extensions. Bickford Construction and Mortgage Loans As of March 31, 2023, we had one fully funded construction loan of $14.7 million. The construction loan is secured by a first mortgage lien on substantially all of the related real and personal property as well as a pledge of any and all leases or agreements which may grant a right of use to the property. Usual and customary covenants extend to the agreement, including the borrower’s obligation for payment of insurance and taxes. NHI has a fair market value purchase option on the property upon stabilization of the underlying operations. On certain development projects, Bickford, as borrower, is entitled to up to $2.0 million per project in incentives based on the achievement of predetermined operational milestones and, if funded, will increase NHI's future purchase price and eventual NHI lease payment. As part of the June 2021 sale of six properties to Bickford, we executed a $13.0 million second mortgage as a component of the purchase price consideration. This second mortgage note receivable bears interest at a 10% annual rate and matures in April 2026. Interest income was $0.3 million for both the three months ended March 31, 2023 and 2022. We did not include this note receivable in the determination of the gain recognized upon sale of the portfolio. Therefore, this note receivable is not reflected in “ Mortgage and other notes receivable, net ” in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. During the three months ended March 31, 2023, Bickford repaid $0.1 million of principal on this note receivable which is reflected in “ Gains on sale of real estate, net ” in the Condensed Consolidated Statement of Income. Senior Living We have provided a $20.0 million revolving line of credit to Senior Living whose borrowings under the revolver are to be used for working capital needs and to finance construction projects within its portfolio, including building additional units. Beginning January 1, 2025, availability under the revolver will reduce to $15.0 million. The revolver matures in December 2029 at the time of lease maturity. At March 31, 2023, the $17.5 million outstanding under the facility bears interest at 8.0% per annum. The Company also has a mortgage loan of $32.7 million with Senior Living that originated in July 2019 for the acquisition of a 248-unit continuing care retirement community (“CCRC”) in Columbia, South Carolina. The mortgage loan is for a term of five years with two one-year extensions and carries an interest rate of 7.25%. Additionally, the loan conveys to NHI a purchase option at a stated minimum price of $38.3 million, subject to adjustment for market conditions. Credit Loss Reserve Our principal measures of credit quality, except for construction mortgages, are debt service coverage for amortizing loans and interest or fixed charge coverage for non-amortizing loans, collectively referred to as “Coverage.” A Coverage ratio provides a measure of the borrower’s ability to make scheduled principal and interest payments. The Coverage ratios presented in the table below have been calculated utilizing the most recent date for which data is available, December 31, 2022, using EBITDARM (earnings before interest, taxes, depreciation, amortization, rent and management fees) and the requisite debt service, interest service or fixed charges, as defined in the applicable loan agreement. We categorize Coverage into three levels: (i) more than 1.5x, (ii) between 1.0x and 1.5x, and (iii) less than 1.0x. We update the calculation of Coverage on a quarterly basis. Coverage is not a meaningful credit quality indicator for construction mortgages as either these developments are not generating any operating income, or they have insufficient operating income as occupancy levels necessary to stabilize the properties have not yet been achieved. We measure credit quality for these mortgages by considering the construction and stabilization timeline and the financial condition of the borrower as well as economic and market conditions. We consider the guidance in ASC 310-20 when determining whether a modification, extension or renewal constitutes a current period origination. The credit quality indicator as of March 31, 2023, is presented below for the amortized cost, net by year of origination ( $ in thousands ): 2023 2022 2021 2020 2019 Prior Total Mortgages more than 1.5x $ — $ 59,779 $ — $ 22,249 $ 32,700 $ 2,746 $ 117,474 between 1.0x and 1.5x — — — — — 14,700 14,700 less than 1.0x — — — 2,221 6,423 — 8,644 — 59,779 — 24,470 39,123 17,446 140,818 Mezzanine more than 1.5x — — 18,170 — — — 18,170 between 1.0x and 1.5x — — 23,960 — — — 23,960 less than 1.0x — — — — — 8,482 8,482 — — 42,130 — — 8,482 50,612 Non-performing less than 1.0x — — — — — 24,500 24,500 — — — — — 24,500 24,500 Revolver more than 1.5x 1,476 between 1.0x and 1.5x 17,500 18,976 Credit loss reserve (14,964) $ 219,942 Due to the continuing challenges in financial markets and the potential impact on the collectability of our mortgages and other notes receivable, we forecasted a 20% increase in the probability of a default and a 20% increase in the amount of loss from a default on all loans, other than those designated as non-performing, resulting in an effective adjustment of 44%. The methodology for estimating the reserves for non-performing loans incorporates current conditions and forecasts of future economic conditions of these loans, including qualitative factors, which may differ from conditions existing in the historical period. The allowance for expected credit losses is presented in the following table for the three months ended March 31, 2023 ( $ in thousands ): Beginning balance at January 1, 2023 $ 15,338 Provision for expected credit losses (374) Balance at March 31, 2023 $ 14,964 |
Senior Housing Operating Portfo
Senior Housing Operating Portfolio Formation Activities | 3 Months Ended |
Mar. 31, 2023 | |
Senior Housing Operating Portfolio Formation Activities [Abstract] | |
Senior Housing Operating Portfolio Formation Activities | Senior Housing Operating Portfolio Formation Activities Effective April 1, 2022 we transitioned the operations of 15 ILFs previously leased pursuant to a triple-net lease into two new ventures comprising our SHOP activities. These new ventures, consolidated by the Company, are structured to comply with REIT requirements and utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties in each venture are operated by a property manager in exchange for a management fee. The equity structure of these ventures is comprised of 65% and 35% preferred and common equity interests, respectively. The Company owns 100% of the preferred equity interests in these ventures and an aggregate blended common equity interest of 89%. As of March 31, 2023, the annual fixed preferred return was approximately $10.2 million. Additionally, the managers, or related parties of the managers, own common equity interests in their respective ventures. Each venture is discussed in more detail below. Merrill Managed Portfolio We transferred six ILFs located in California and Washington into a consolidated venture with Merrill. Merrill contributed $10.6 million in cash for its common equity interest in the venture. The operating agreement includes contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis. The properties are managed by Merrill pursuant to a management agreement with an initial term through March 2032 that automatically renews on a year-to-year basis thereafter unless terminated by either party with notice. The management agreement entitles Merrill to a base management fee of 5% of net revenue and a real estate services fee of 5% of real estate costs incurred during any calendar year that exceed $1,000 times the number of units at each facility. Given certain provisions of the operating agreement, including provisions related to a Company change in control, the noncontrolling interest associated with the venture was determined to be contingently redeemable, as discussed further in Note 10. At March 31, 2023, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10. Discovery Managed Portfolio We transferred nine ILFs located in Arkansas, Georgia, Ohio, Oklahoma, New Jersey, and South Carolina into a consolidated venture with the Discovery member, a related party of Discovery. The Discovery member contributed $1.1 million in cash for its common equity interest in the venture. The operating agreement includes contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis. The noncontrolling interest is included in “ Equity ” on the Condensed Consolidated Balance Sheet as of March 31, 2023 and December 31, 2022. The properties are managed by separate related parties of Discovery pursuant to management agreements with an initial term through March 2032 that automatically renews on a year-to-year basis thereafter unless terminated by either party with notice. The management agreements entitle the managers to a base management fee of 5% of net revenue. |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method Investment Concurrently with the acquisition of a CCRC from LCS-Westminster Partnership III, LLP in January 2020, we invested $0.9 million in the operating company, Timber Ridge OpCo, representing a 25% equity interest. This investment is held by our TRS to be compliant with the provisions of the REIT Investment Diversification and Empowerment Act of 2007. As part of our investment, we provided Timber Ridge OpCo a revolving credit facility of up to $5.0 million of which no funds have been drawn. We account for our investment in Timber Ridge OpCo under the equity method and decrease the carrying value of our investment for losses in the entity and distributions to NHI for cumulative amounts up to and including our basis plus any guaranteed or implied commitments to fund operations. In February 2023, we received $2.5 million from Timber Ridge Opco representing the Company’s proportionate share of the lease incentive earned, as discussed in Note 7, based on its equity interest in the entity. Our guaranteed and implied commitments are currently limited to the additional $5.0 million under the revolving credit facility and the $2.5 million lease incentive distribution received. As of March 31, 2023, we have recognized our share of Timber Ridge OpCo’s operating losses in excess of our initial investment. These cumulative losses of $5.0 million in excess of our original basis and the $2.5 million lease incentive distribution received are included in “ Accounts payable and accrued expenses ” in our Condensed Consolidated Balance Sheet as of March 31, 2023. Excess unrecognized equity method losses for both the three months ended March 31, 2023 and 2022 were $0.6 million. Cumulative unrecognized losses were $6.5 million through March 31, 2023. We recognized gains of approximately $0.3 million related to our investment in Timber Ridge OpCo for the three months ended March 31, 2022. The Timber Ridge property is subject to early resident mortgages secured by a Deed of Trust and Indenture of Trust (the “Deed and Indenture”). As part of our acquisition, NHI-LCS JV I, LLC (“Timber Ridge PropCo”) acquired the Timber Ridge CCRC property and a subordination agreement was entered into pursuant to which the trustee acknowledged and confirmed that the security interests created under the Deed and Indenture were subordinate to any security interests granted in connection with the loan made by NHI to Timber Ridge PropCo. In addition, by terms of the resident loan assumption agreement, during the term of the lease (seven years with two renewal options), Timber Ridge OpCo is to indemnify Timber Ridge PropCo for any repayment by Timber Ridge PropCo of these liabilities under the guarantee. As a result of the subordination and resident loan assumption agreements, no liability has been recorded as of March 31, 2023. The balance secured by the Deed and Indenture was $13.2 million at March 31, 2023. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets, net consist of the following ( $ in thousands ): March 31, 2023 December 31, 2022 SHOP accounts receivable, net of allowance of $566 and $375, and other $ 1,212 $ 1,341 Real estate investments accounts receivable and prepaid expenses 6,805 3,621 Lease incentive payments, net 12,891 3,190 Regulatory escrows 6,208 6,208 Restricted cash 1,652 2,225 $ 28,768 $ 16,585 In February 2023, Timber Ridge PropCo, the consolidated senior housing partnership with LCS that owns the Timber Ridge CCRC, paid a $10.0 million lease incentive earned by Timber Ridge OpCo. The lease incentive is being amortized on a straight-line basis through the remaining initial lease term ending January 2027. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Instruments [Abstract] | |
Debt | Debt Debt consists of the following ( $ in thousands ): March 31, December 31, Revolving credit facility - unsecured $ 215,000 $ 42,000 Bank term loan - unsecured 220,000 240,000 2031 Senior notes - unsecured, net of discount of $2,519 and $2,600 397,481 397,400 Private placement notes - unsecured 275,000 400,000 Fannie Mae term loans - secured, non-recourse 76,546 76,649 Unamortized loan costs (8,013) (8,538) $ 1,176,014 $ 1,147,511 Aggregate principal maturities of debt as of March 31, 2023 are as follows ( $ in thousands ): Remainder of 2023 $ 270,305 2024 75,425 2025 125,816 2026 215,000 2027 100,000 2028 — Thereafter 400,000 1,186,546 Less: discount (2,519) Less: unamortized loan costs (8,013) $ 1,176,014 Unsecured revolving credit facility and bank term loan On March 31, 2022, we entered into a new unsecured revolving credit agreement (the “2022 Credit Agreement”) providing us with a $700.0 million unsecured revolving credit facility, replacing our previous $550.0 million unsecured revolver. The 2022 Credit Agreement matures in March 2026, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional six-month periods. Borrowings under the 2022 Credit Agreement bear interest, at our election, at one of the following (i) Term Secured Overnight Financing Rate (“SOFR”) (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40%, (ii) Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40% or (iii) the base rate plus a margin ranging from 0.00% to 0.40%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (i) the agent’s prime rate, (ii) the federal funds rate on such day plus 0.50% or (iii) the adjusted Term SOFR for a one-month tenor in effect on such day plus 1.0%. In addition, the 2022 Credit Agreement requires a facility fee equal to 0.125% to 0.30%, based on our rating. We have a $220.0 million term loan, maturing in September 2023 (“2023 Term Loan”) whose covenants align with provisions in the 2022 Credit Agreement and to accrue interest on borrowings based on SOFR (plus a credit spread adjustment). We may also elect for the 2023 Term Loan to accrue interest at a base rate plus the applicable margin. During the three months ended March 31, 2023, we repaid $20.0 million of the 2023 Term Loan. The revolving facility fee was 25 bps per annum and based on our current credit ratings, the facility presently provides for floating interest on the revolving credit facility and the 2023 Term Loan at SOFR CME Term Option one-month loan (plus a 10 bps spread adjustment) plus 105 bps and a blended 125 bps, respectively. At March 31, 2023, the SOFR CME Term Option one-month was 480 bps. At March 31, 2023, we had $485.0 million available to draw on the revolving portion of our credit facility, subject to usual and customary covenants. Among other stipulations, the unsecured credit facility agreement requires that we maintain certain financial ratios within limits set by our creditors. At March 31, 2023, we were in compliance with these ratios. Pinnacle Bank is a participating member of our banking group. A member of NHI’s Board of Directors and chairperson of the Audit Committee of the Board of Directors is also the chairman of Pinnacle Financial Partners, Inc., the holding company for Pinnacle Bank. NHI’s local banking transactions are conducted primarily through Pinnacle Bank. 2031 Senior Notes In January 2021, we issued $400.0 million aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually (the “2031 Senior Notes”). The 2031 Senior Notes were sold at an issue price of 99.196% of face value before the underwriters’ discount. Our net proceeds from the 2031 Senior Notes offering, after deducting underwriting discounts and expenses, were approximately $392.3 million. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of March 31, 2023, we were in compliance with all affirmative and negative covenants, including financial covenants for our 2031 Senior Notes borrowings. Private Placement Notes In January 2023, we repaid the $125.0 million of the private placement notes due January 2023 primarily with proceeds from the revolving credit facility. Our remaining unsecured private placement notes as of March 31, 2023, payable interest-only, are summarized below ( $ in thousands ): Amount Inception Maturity Fixed Rate $ 50,000 November 2015 November 2023 3.99% 75,000 September 2016 September 2024 3.93% 50,000 November 2015 November 2025 4.33% 100,000 January 2015 January 2027 4.51% $ 275,000 Covenants pertaining to the private placement notes are generally conformed with those governing our credit facility, except for specific debt-coverage ratios that are more restrictive. Our unsecured private placement notes include a rate increase provision that is effective if any rating agency lowers our credit rating on our senior unsecured debt below investment grade and our compliance leverage increases to 50% or more. Fannie Mae Term Loans As of March 31, 2023, we had $60.1 million in Fannie Mae term-debt financing, that originated in March 2015, requiring interest-only payments at an annual rate of 3.79% with a 10-year maturity. The mortgages are non-recourse and secured by eleven properties leased to Bickford. In a December 2017 acquisition, we assumed additional Fannie Mae debt that amortizes through 2025 when a balloon payment will be due, is subject to prepayment penalties until 2024, bears interest at a nominal rate of 4.6%, and has a remaining balance of $16.4 million at March 31, 2023. Collectively, these notes are secured by facilities having a net book value of $103.5 million at March 31, 2023. Interest Expense The following table summarizes interest expense ($ in thousands ): Three Months Ended March 31, 2023 2022 Interest expense on debt at contractual rates $ 13,440 $ 9,558 Capitalized interest (19) (2) Amortization of debt issuance costs, debt discount and other 606 642 Total interest expense $ 14,027 $ 10,198 |
Commitments. Contingencies and
Commitments. Contingencies and Uncertainties | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Uncertainties | Commitments, Contingencies and Uncertainties In the normal course of business, we enter into a variety of commitments, typically consisting of funding revolving credit arrangements, construction and mezzanine loans to our operators to conduct expansions and acquisitions for their own account, and commitments for the funding of construction for expansion or renovation to our existing properties under lease. In our leasing operations, we offer to our tenants and to sellers of newly acquired properties a variety of inducements that originate contractually as contingencies but which may become commitments upon the satisfaction of the contingent event. Contingent payments earned will be included in the respective lease bases when funded. As of March 31, 2023, we had working capital, construction and mezzanine loan commitments to six operators or borrowers for an aggregate of $145.4 million, of which we had funded $93.7 million toward these commitments. As provided above, loans funded do not include the effects of discounts or commitment fees. As of March 31, 2023, we had $23.2 million of development commitments for construction and renovation for seven properties of which we had funded $17.1 million toward these commitments. In addition to these commitments, we have agreed to pay up to $0.8 million in additional cash consideration pending the results of an ongoing property tax appeal related to a property acquired in the second quarter of 2022. As of March 31, 2023, no amount of this consideration is expected to be paid. One of our consolidated real estate partnerships, NHI REIT of DSL PropCo, LLC, has committed to fund up to $2.0 million toward the purchase of condominium units located at one of the facilities of which $1.0 million had been funded as of March 31, 2023. As of March 31, 2023, we had an aggregate of $15.9 million remaining contingent lease inducement commitments in six lease agreements which are generally based on the performance of facility operations and may or may not be met by the tenant. In the three months ended March 31, 2023, we funded $10.0 million to Timber Ridge OpCo based upon the achievement of all performance conditions as discussed in Note 7. The credit loss liability for unfunded loan commitments is estimated using the same methodology as for our funded mortgage and other notes receivable based on the estimated amount that we expect to fund. We applied the same market adjustments as discussed in Note 4. The liability for expected credit losses on our unfunded loans is reflected in “ Accounts payable and accrued expenses ” on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 is presented in the following table for the three months ended March 31, 2023 ( $ in thousands ): Beginning balance January 1, 2023 $ 683 Provision for expected credit losses (382) Balance at March 31, 2023 $ 301 The disposal transactions for three Bickford properties in the second quarter of 2022 included $2.4 million in contingent consideration representing cash placed in escrow be returned to the buyers to the extent the sold properties generate negative monthly cash flows over the twelve months following from the dates of sale. As of March 31, 2023, all the escrowed funds were used to fund negative cash flows for the properties. COVID-19 Pandemic Contingencies Repayments and other reductions of rent deferrals recognized in “ Rental income ” during the three months ended March 31, 2023 were $2.8 million, including the $2.5 million reduction in pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed in Note 3. As of March 31, 2023, aggregate pandemic-related rent concessions granted to tenants that have been accounted for as variable lease payments totaled approximately $30.1 million, net of cumulative repayments and other reductions of $6.5 million and excluding any interest accrued. Rent concessions granted for the three months ended March 31, 2022 totaled approximately $7.8 million, of which Bickford accounted for approximately $5.5 million. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interest The interest held by Merrill in its SHOP venture was classified as a “ Redeemable noncontrolling interest ” in the mezzanine section between “ Total liabilities” and “ Stockholders’ equity ” on our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. Certain provisions within the operating agreement of the Merrill venture provide Merrill with put rights upon certain contingent events that are not solely within the control of the Company. Therefore, Merrill’s noncontrolling interest was determined to be contingently redeemable. The redeemable noncontrolling interest is not currently redeemable and we concluded a contingent redemption event is not probable to occur as of March 31, 2023. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingent event and the related redemption are probable to occur. We will continue to reflect the attribution of gains or losses to the redeemable noncontrolling interest each period. The following table presents the change in “ Redeemable noncontrolling interest” for the three months ended March 31, 2023 ( $ in thousands ): Three Months Ended March 31, 2023 Balance at January 1, $ 9,825 Net loss (305) Balance at March 31, $ 9,520 |
Equity and Dividends
Equity and Dividends | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity and Dividends | Equity and Dividends Share Repurchase Plan On February 17, 2023, our Board of Directors authorized a revised stock repurchase program (the “Revised Repurchase Plan”) pursuant to which we may purchase up to $160.0 million in shares of our issued and outstanding common stock, par value $0.01 per share. The Revised Repurchase Plan is effective for a period of one year and does not require us to repurchase any specific number of shares. The Revised Repurchase Plan may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations. During the three months ended March 31, 2023, no common stock was repurchased. During 2022, cumulative repurchases through open market transactions were 2,468,354 shares of common stock for approximately $151.6 million. All shares received were constructively retired upon receipt, and reflected as a reduction to “ Retained earnings ” in the Condensed Consolidated Balance Sheet as of December 31, 2022. In March 2023, we renewed our automatic “shelf” registration statement on Form S-3 and concurrently entered into a new equity distribution agreement whereby we can sell up to $500.0 million in common stock under an at-the-market (“ATM”) equity program. We incurred approximately $0.5 million in costs for these programs which was paid during the second quarter of 2023. Upon expiration of the prior registration statement and ATM equity program, approximately $0.3 million in equity issuance costs was reclassified from “ Other Assets ” into “ Capital in Excess of Par Value ” on the Condensed Consolidated Balance Sheet. Dividends The following table summarizes dividends declared by the Board of Directors or paid during the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 Date of Declaration Date of Record Date Paid/Payable Quarterly Dividend November 6, 2022 December 30, 2022 January 27, 2023 $0.90 February 17, 2023 March 31, 2023 May 5, 2023 $0.90 Three Months Ended March 31, 2022 Date of Declaration Date of Record Date Paid/Payable Quarterly Dividend November 5, 2021 December 31, 2021 January 31, 2022 $0.90 February 16, 2022 March 31, 2022 May 6, 2022 $0.90 On May 5, 2023, the Board of Directors declared a $0.90 per share dividend to common stockholders of record on June 30, 2023, payable on August 4, 2023. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Share-Based Compensation The Company’s outstanding stock incentive awards have been granted under two incentive plans – the 2012 Stock Incentive Plan (“2012 Plan”) and the 2019 Stock Incentive Plan (“2019 Plan”). During the three months ended March 31, 2023, we granted options to purchase 385,500 shares of common stock under the 2019 Plan. The following is a summary of share-based compensation expense, net of any forfeitures, included in “ General and administrative expenses ” in the Condensed Consolidated Statements of Income ( $ in thousands ): Three Months Ended March 31, 2023 2022 Non-cash share-based compensation expense $ 2,105 $ 5,083 The weighted average fair value of options granted during the three months ended March 31, 2023 and 2022 was $10.56 and $11.81 per option, respectively. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: 2023 2022 Dividend yield 7.0% 7.1% Expected volatility 39.7% 49.2% Expected lives 2.9 years 2.9 years Risk-free interest rate 4.65% 1.72% The following table summarizes our outstanding stock options: Weighted Average Number Weighted Average Remaining of Shares Exercise Price Contractual Life (Years) Options outstanding, January 1, 2022 1,652,505 $78.10 Options granted 693,000 $53.41 Options exercised (7,500) $53.41 Options forfeited (23,000) $62.33 Options expired (74,498) $77.93 Options outstanding, March 31, 2022 2,240,507 $70.71 Exercisable at March 31, 2022 1,719,487 $74.34 Options outstanding, January 1, 2023 2,216,175 $70.97 Options granted 385,500 $54.73 Options forfeited (25,000) $74.67 Options expired (60,002) $64.33 Options outstanding, March 31, 2023 2,516,673 $68.61 2.97 Exercisable at March 31, 2023 2,132,828 $71.21 2.70 At March 31, 2023, there was no intrinsic value of stock options outstanding and exercisable. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2022 was $4.94 per share or less than $0.1 million. As of March 31, 2023, unrecognized compensation expense totaling $3.5 million associated with unvested stock options is expected to be recognized over the following periods: remainder of 2023 - $2.3 million, 2024 - $1.1 million and 2025 - $0.1 million. Amended and Restated 2019 Stock Incentive Plan On February 17, 2023, the Board of Directors approved an Amended and Restated 2019 Stock Incentive Plan, which was approved by the Company’s stockholders on May 5, 2023. The Amended and Restated 2019 Stock Incentive Plan increases the number of shares of common stock authorized for issuance to 6,000,000 and adds the ability of the Company to award shares of restricted stock or restricted stock units subject to such conditions and restrictions as the Company may determine. In May 2023, 21,000 shares of restricted stock were issued to the named executive officers. The restricted stock will vest over five years, with 20% vesting on each anniversary of the date of grant. Effective with this amendment, shares available for future issuance as of May 5, 2023 totaled 4,035,836. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assume the exercise of stock options using the treasury stock method, to the extent dilutive. The following table summarizes the average number of common shares and the net income used in the calculation of basic and diluted earnings per common share ($ in thousands, except share and per share amounts) : Three Months Ended March 31, 2023 2022 Net income attributable to common stockholders $ 34,484 $ 8,399 BASIC: Weighted average common shares outstanding 43,388,742 45,850,686 DILUTED: Weighted average common shares outstanding 43,388,742 45,850,686 Stock options 2,687 375 Weighted average dilutive common shares outstanding 43,391,429 45,851,061 Net income attributable to common stockholders - basic $ 0.79 $ 0.18 Net income attributable to common stockholders - diluted $ 0.79 $ 0.18 Incremental anti-dilutive shares excluded: Net share effect of stock options with an exercise price in excess of the average market price for our common shares 728,524 481,068 Regular dividends declared per common share $ 0.90 $ 0.90 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Carrying amounts and fair values of financial instruments that are not carried at fair value at March 31, 2023 and December 31, 2022 in the Condensed Consolidated Balance Sheets are as follows ($ in thousands ): Carrying Amount Fair Value Measurement March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Level 2 Variable rate debt $ 431,044 $ 277,699 $ 435,000 $ 282,000 Fixed rate debt $ 744,970 $ 869,812 $ 664,993 $ 773,994 Level 3 Mortgage and other notes receivable, net $ 219,942 $ 233,141 $ 218,959 $ 227,611 Fixed rate debt. Fixed rate debt is classified as Level 2 and its fair value is based on quoted prices for similar instruments or calculated utilizing model derived valuations in which significant inputs are observable in active markets. Variable rate debt. Variable rate debt is classified as Level 2 and the fair values of our borrowings under our revolving credit facility and other variable rate debt are reasonably estimated at their notional amounts due to the predominance of floating interest rates, which generally reflect market conditions. Mortgage and other notes receivable. The fair value of mortgage and other notes receivable is based on credit risk and discount rates that are not observable in the marketplace and therefore represents a Level 3 measurement. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We evaluate our business and make resource allocations on our two operating segments: Real Estate Investments and SHOP. Our Real Estate Investments segment includes leases, mortgages and other note investments in ILFs, ALFs, EFCs, SLCs, SNFs and a HOSP. Under the Real Estate Investments segment, we invest in senior housing and health care real estate through acquisition and financing of primarily single- tenant properties. Properties acquired are primarily leased under triple-net leases, and we are not involved in the management of the properties. The SHOP segment includes multi-tenant ILFs. The SHOP properties and related operations are controlled by the Company and are operated by property managers in exchange for a management fee. See Note 5 for further discussion. We formed the SHOP segment effective April 1, 2022 upon termination of the triple-net lease for the legacy Holiday Retirement (“Holiday”) portfolio at which time the operations and properties of 15 ILFs were transferred into two separate ventures, as discussed further in Note 5. The results associated with the prior triple-net lease structure for these properties are included in the Real Estate Investments segment and the results from operating these SHOP properties after the transition are included in our SHOP segment. There is no impact to the prior year’s presentation. Our chief operating decision maker evaluates performance based upon segment net operating income (“NOI”). We define NOI as total revenues, less tenant reimbursements and property operating expenses. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. There were no intersegment transactions for the three months ended March 31, 2023. Capital expenditures for the three months ended March 31, 2023 were approximately $55.8 million for the Real Estate Investments segment and $1.1 million for the SHOP segment. Non-segment revenue consists mainly of other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI. The accounting policies of the segments are the same as those described in the summary of significant accounting policies discussed in Note 2. The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. Summary information for the reportable segments during the three months ended March 31, 2023 is as follows ( $ in thousands ): For the three months ended March 31, 2023: Real Estate Investment SHOP Non-segment/Corporate Total Rental income $ 65,299 $ — $ — $ 65,299 Resident fees and services — 11,700 — 11,700 Interest income and other 5,308 — 81 5,389 Total revenues 70,607 11,700 81 82,388 Senior housing operating expenses — 9,799 — 9,799 Taxes and insurance on leased properties 2,619 — — 2,619 NOI 67,988 1,901 81 69,970 Depreciation 15,376 2,227 14 17,617 Interest 759 — 13,268 14,027 Legal — — 122 122 Franchise, excise and other taxes — — 183 183 General and administrative — — 5,653 5,653 Loan and realty gains (418) — — (418) Gains on sales of real estate, net (1,397) — — (1,397) Net income (loss) $ 53,668 $ (326) $ (19,159) $ 34,183 Total assets $ 2,254,939 $ 270,085 $ 8,206 $ 2,533,230 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial statements. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. The condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, joint ventures and subsidiaries in which we have a controlling interest. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if the Company is deemed to be the primary beneficiary of such entities. All material intercompany transactions and balances are eliminated in consolidation. Effective April 1, 2022 and at March 31, 2023, our consolidated total assets and liabilities include two consolidated ventures comprising our SHOP activities, each formed with a separate partner - Merrill Gardens, L.L.C. (“Merrill”) and DSHI NHI Holiday LLC (the “Discovery member”), a related party of Discovery Senior Living (“Discovery”). We consider both ventures to be VIEs as the members of each, as a group, lack the characteristics of a controlling financial interest. We are deemed to be the primary beneficiary because we have the ability to control the activities that most significantly impact each VIE’s economic performance. The assets of the ventures primarily consist of real estate properties, cash and cash equivalents, and resident fees and services (accounts receivable). Their obligations primarily consist of operating expenses of the ILFs (accounts payable and accrued expenses) and capital expenditures for the properties. Aggregate assets of the consolidated SHOP ventures that can be used only to settle obligations of each respective SHOP venture primarily include approximately $259.4 million of real estate properties, net, $5.0 million of cash and cash equivalents, $2.7 million of prepaid expenses and other, and $0.4 million of accounts receivable, net. Liabilities of the consolidated SHOP ventures for which creditors do not have recourse to the general credit of the Company are not material. Reference Notes 5 and 10 for further discussion of these ventures. We also consolidate two real estate partnerships formed with our partners, Discovery Senior Housing Investor XXIV, LLC, a related party of Discovery, and LCS Timber Ridge LLC (“LCS”), to invest in senior housing facilities. We consider both partnerships to be VIEs, as either the members, as a group, lack the characteristics of a controlling financial interest or the total equity at risk is insufficient to finance activities without additional subordinated financial support. NHI directs the activities that most significantly impact economic performance of these ventures, subject to limited protective rights extended to our partners for specified business decisions. Because of our control of these partnerships, we include their assets, liabilities, noncontrolling interests and operations in our condensed consolidated financial statements. We use the equity method of accounting when we own an interest in an entity whereby we can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity. Reference Note 6 for further discussion of our equity method investment. We structured our Timber Ridge OpCo, LLC (“Timber Ridge OpCo”) investment to be compliant with the provisions of the REIT Investment Diversification Empowerment Act of 2007 which permits us to receive rent payments through a triple-net lease between a property company and an operating company and allows us to receive distributions from the operating company to a taxable REIT subsidiary (“TRS”). Our TRS holds our equity interests in unconsolidated operating companies thus providing an organizational structure that allows the TRS to engage in a broad range of activities and share in revenues that are otherwise non-qualifying income under the REIT gross income tests. At March 31, 2023, we held interests in nine unconsolidated VIEs, and, because we lack either directly or through related parties the power to direct the activities that most significantly impact their economic performance, we have concluded that the Company is not the primary beneficiary. Accordingly, we account for our transactions with these entities and their subsidiaries at either amortized cost or net realizable value for straight-line rent receivables, excluding our investment accounted for under the equity method. The Company’s unconsolidated VIEs are summarized below by date of initial involvement. For further discussion of the nature of the relationships, including the sources of exposure to these VIEs, see the notes to our condensed consolidated financial statements cross-referenced below ( $ in thousands ). Date Name Source of Exposure Carrying Amount Maximum Exposure to Loss Note Reference 2014 Senior Living Communities Notes and straight-line receivable $ 91,523 $ 94,023 Notes 3, 4 2016 Senior Living Management Notes $ 24,500 $ 24,500 — 2018 Bickford Senior Living Notes and funding commitment $ 17,156 $ 30,125 Notes 3, 4 2019 Encore Senior Living Various 1 $ 44,780 $ 55,726 Notes 3, 4 2020 Timber Ridge OpCo Various 2 $ 3,287 $ 8,287 Notes 6, 7 2020 Watermark Retirement Notes and straight-line receivable $ 7,580 $ 11,104 — 2021 Montecito Medical Real Estate Notes and funding commitment $ 20,383 $ 50,128 Note 4 2021 Vizion Health Notes and straight-line receivable $ 19,330 $ 21,330 — 2021 Navion Senior Solutions Various 3 $ 9,351 $ 13,926 — 1 Notes, straight-line rent receivables, and lease receivables 2 Loan commitment, equity method investment, straight-line rent receivables and unamortized lease incentive 3 Notes, loan commitments, straight-line rent receivables, and unamortized lease incentive We are not obligated to provide support beyond our stated commitments to these tenants and borrowers whom we classify as VIEs, and accordingly, our maximum exposure to loss as a result of these relationships is limited to the amount of our commitments, as shown above and discussed in the notes. Economic loss on a lease, in excess of what is presented in the table above, if any, would be limited to that resulting from any period of non-payment of rent before we are able to take effective remedial action, as well as costs incurred in transitioning the lease to a new tenant. The potential extent of such loss would be dependent upon individual facts and circumstances, and is therefore not included in the table above. In the future, NHI may be deemed the primary beneficiary of the operations if the tenants or borrowers do not have adequate liquidity to accept the risks and rewards as the tenant and operator of the properties and might be required to consolidate the financial position and results of operations of the tenants or borrowers into our condensed consolidated financial statements. |
Noncontrolling Interests | Noncontrolling Interests Contingently redeemable noncontrolling interests are recorded at their initial carrying amounts upon issuance and are subsequently adjusted to reflect their share of gains or losses and distributions attributable to the noncontrolling interests. In periods where they are or will become probable of redemption, an adjustment to the redemption value of the noncontrolling interests is also recognized through “ Capital in excess of par value ” on the Company’s Consolidated Balance Sheets and included in our computation of earnings per share. As of March 31, 2023, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash equivalents consist of all highly liquid investments with an original maturity of three months or less. Restricted cash includes amounts required to be held on deposit or subject to an agreement (e.g., with a qualified intermediary subject to an Internal Revenue Code Section 1031 exchange agreement or in accordance with agency agreements governing our mortgages). |
Concentration of Credit Risks | Concentration of Credit Risks Our credit risks primarily relate to cash and cash equivalents and investments in mortgage and other notes receivable. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that may exceed federally insured limits. We have not experienced any losses in such accounts. Our mortgages and other notes receivable consist primarily of secured loans on facilities. Our financial instruments, principally our investments in notes receivable, are subject to the possibility of loss of the carrying values as a result of the failure of other parties to perform according to their contractual obligations which may make the instruments less valuable. We obtain collateral in the form of mortgage liens and other protective rights for notes receivable and continually monitor these rights in order to reduce such possibilities of loss. We evaluate the need to provide for reserves for potential losses on our financial instruments based on management’s periodic review of our portfolio on an instrument-by-instrument basis. |
Assets Held for Sale | Assets Held for Sale We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we anticipate the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated transaction costs. Depreciation and amortization of the property are discontinued. If a property subsequently no longer meets the criteria to be classified as held for |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate the recoverability of the carrying amount of our long-lived assets when events or circumstances, including significant physical changes, significant adverse changes in general economic conditions or significant deterioration of the underlying cash flows of the long-lived assets, indicate that the carrying amount of the long-lived assets may not be recoverable. The need to recognize an impairment charge is based on estimated undiscounted future cash flows compared to the carrying amount. If recognition of an impairment charge is necessary, it is measured as the amount by which the carrying amount of the property exceeds the estimated fair value of the long-lived asset. |
Revenue Recognition | Revenue Recognition Rental Income - Our leases generally provide for rent escalators throughout the term of the lease. Base rental income is recognized using the straight-line method over the term of the lease to the extent that lease payments are considered collectible and the lease provides for specific contractual escalators. Under certain leases, we receive additional contingent rent, which is calculated on the increase in revenues of the tenant over a base year or base quarter. We recognize contingent rent annually or quarterly based on the actual revenues of the tenant once the target threshold has been achieved. Lease payments that depend on a factor directly related to future use of the property, such as an increase in annual revenues over a base year, are considered to be contingent rentals and are excluded from the schedule of minimum lease payments. The Company reviews its operating lease receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant is not probable, a direct write-off of the receivable is made as an adjustment to rental income and any future rental revenue is recognized only when the tenant makes a rental payment. As of March 31, 2023, we had three tenants, including Bickford Senior Living (“Bickford”) on the cash basis of revenue recognition for their lease arrangements. Reference Note 3 for further discussion. Resident Fees and Services - Resident fee revenue associated with our SHOP activities is recognized as the related performance obligations are satisfied and includes resident room charges, community fees and other resident charges. Residency agreements are generally short term (30 days to one year), and entitle the resident to certain room and care services for a monthly fee billed in advance. Revenue for certain related services is billed monthly in arrears. The Company has elected the lessor practical expedient within Accounting Standards Codification (“ASC”) 842, Leases, not to separate the lease and nonlease components within our resident agreements as the timing and pattern of transfer to the resident are the same. The Company has determined that the nonlease component is the predominant component within the contract and will recognize revenue under ASC 606, Revenue Recognition from Contracts with Customers. |
Interest Income from Mortgage and Other Notes Receivable | Interest Income from Mortgage and Other Notes Receivable |
Income Tax | Income Taxes We intend at all times to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Accordingly, we will generally not be subject to U.S. federal income tax, provided that we continue to qualify as a REIT and make distributions to stockholders equal to or in excess of 90% our taxable income. Certain activities that we undertake may be conducted by entities that have elected to be treated as TRSs. TRSs are subject to federal, state, and local income taxes. Accordingly, a provision for income taxes has been made in the condensed consolidated financial statements. A failure to qualify under the applicable REIT qualification rules and regulations would have a material adverse impact on our financial position, results of operations and cash flows. |
Segments | Segments We operate our business through two reportable segments: Real Estate Investments and SHOP. In our Real Estate Investments segment, we invest in (i) senior housing and healthcare real estate and lease those properties to healthcare operating companies under primarily triple-net leases that obligate tenants to pay all property-related expenses and (ii) mortgage and other notes receivable throughout the United States. Our SHOP segment is comprised of the operations of 15 ILFs located throughout the United States that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements. Reference Notes 5 and 15 for additional information. |
Reclassifications | Reclassifications In prior years, the Company presented " Cumulative dividends in excess of net income " as a single line item on the Consolidated Balance Sheets and Consolidated Statements of Equity. Beginning January 1, 2023, the Company separated this line item into two components, " Retained earnings " and " Cumulative dividends, " and reclassified prior year information to conform to the current period presentation. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of variable interest entities | The Company’s unconsolidated VIEs are summarized below by date of initial involvement. For further discussion of the nature of the relationships, including the sources of exposure to these VIEs, see the notes to our condensed consolidated financial statements cross-referenced below ( $ in thousands ). Date Name Source of Exposure Carrying Amount Maximum Exposure to Loss Note Reference 2014 Senior Living Communities Notes and straight-line receivable $ 91,523 $ 94,023 Notes 3, 4 2016 Senior Living Management Notes $ 24,500 $ 24,500 — 2018 Bickford Senior Living Notes and funding commitment $ 17,156 $ 30,125 Notes 3, 4 2019 Encore Senior Living Various 1 $ 44,780 $ 55,726 Notes 3, 4 2020 Timber Ridge OpCo Various 2 $ 3,287 $ 8,287 Notes 6, 7 2020 Watermark Retirement Notes and straight-line receivable $ 7,580 $ 11,104 — 2021 Montecito Medical Real Estate Notes and funding commitment $ 20,383 $ 50,128 Note 4 2021 Vizion Health Notes and straight-line receivable $ 19,330 $ 21,330 — 2021 Navion Senior Solutions Various 3 $ 9,351 $ 13,926 — 1 Notes, straight-line rent receivables, and lease receivables 2 Loan commitment, equity method investment, straight-line rent receivables and unamortized lease incentive 3 Notes, loan commitments, straight-line rent receivables, and unamortized lease incentive |
Schedule of Cash and Cash Equivalents | The following table sets forth our “ Cash and cash equivalents and restricted cash ” reported within the Company’s Condensed Consolidated Statements of Cash Flows ( $ in thousands ): March 31, March 31, Beginning of period: Cash and cash equivalents $ 19,291 $ 37,412 Restricted cash (included in Other assets, net) 2,225 2,073 Cash, cash equivalents, and restricted cash $ 21,516 $ 39,485 End of period: Cash and cash equivalents $ 13,875 $ 36,121 Restricted cash (included in Other assets, net) 1,652 3,807 Cash, cash equivalents, and restricted cash $ 15,527 $ 39,928 |
Restrictions on Cash and Cash Equivalents | The following table sets forth our “ Cash and cash equivalents and restricted cash ” reported within the Company’s Condensed Consolidated Statements of Cash Flows ( $ in thousands ): March 31, March 31, Beginning of period: Cash and cash equivalents $ 19,291 $ 37,412 Restricted cash (included in Other assets, net) 2,225 2,073 Cash, cash equivalents, and restricted cash $ 21,516 $ 39,485 End of period: Cash and cash equivalents $ 13,875 $ 36,121 Restricted cash (included in Other assets, net) 1,652 3,807 Cash, cash equivalents, and restricted cash $ 15,527 $ 39,928 |
Investment Activity (Tables)
Investment Activity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Since January 1, 2023, we have completed the following real estate investments ( $ in thousands ): Operator Date Properties Asset Class Land Building and Improvements Total Silverado Senior Living Q1 2023 2 ALF $ 3,894 $ 33,599 $ 37,493 Bickford Q1 2023 1 ALF 1,746 15,542 17,288 $ 5,640 $ 49,141 $ 54,781 |
Schedule of Asset Disposition | During the three months ended March 31, 2023, we completed the following dispositions of real estate properties within our Real Estate Investments portfolio as described below ( $ in thousands ): Operator Date Properties 1 Asset Class Net Proceeds Net Real Estate Investment Gain Impairment 2 BAKA Enterprises, LLC 3 Q1 2023 1 ALF $ 7,478 $ 7,505 $ — $ (27) Bickford Senior Living Q1 2023 1 ALF 2,553 1,421 1,132 — $ 10,031 $ 8,926 $ 1,132 $ (27) 1 Assets were previously classified as “ Assets held for sale ” in the Consolidated Balance Sheet at December 31, 2022. 2 Impairments are included in “ Loan and realty (gains) losses ” in the Condensed Consolidated Statement of Income for the three months ended March 31, 2023. 3 Total impairment charges previously recognized on this property were $7.8 million. |
Disclosure of Long-Lived Assets Held-for-sale | The following is a summary of our assets held for sale ( $ in thousands ): As of As of March 31, 2023 December 31, 2022 Number of properties 10 13 Real estate, net $26,670 $43,302 |
Schedule of Tenant Concentrations | The following table contains information regarding concentration in our Real Estate Investments portfolio for tenants or affiliates of tenants, that exceed 10% of total revenues for the three months ended March 31, 2023 and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.0 million and $339.1 million in assets for the SHOP segment ( $ in thousands ): as of March 31, 2023 Revenues 1 Asset Gross Real Notes Three Months Ended March 31, Class Estate 2 Receivable 2023 2022 Senior Living Communities, LLC (“Senior Living”) EFC $ 573,631 $ 50,200 $ 12,833 16% $ 12,751 18% National HealthCare Corporation (“NHC”) SNF 133,770 — 9,807 12% 9,189 13% Bickford ALF 430,217 16,921 11,162 14% 7,038 10% Holiday Retirement 3 ILF — — N/A N/A 9,797 14% All others, net Various 1,311,316 167,785 34,267 41% 29,514 41% Escrow funds received from tenants for property operating expenses Various — — 2,619 3% 3,038 4% $ 2,448,934 $ 234,906 70,688 71,327 Resident fees and services 4 11,700 14% N/A —% $ 82,388 $ 71,327 1 Includes interest income on notes receivable and rental income from properties classified as held for sale. 2 Amounts include any properties classified as held for sale. 3 Revenues include a lease deposit recognized as rental income in the three months ended March 31, 2022. 4 There is no tenant concentration in resident fees and services because these agreements are with individual residents. |
Summary of NHC Percentage Rent [Table Text Block] | The following table summarizes the percentage rent income from NHC ( $ in thousands ): Three Months Ended March 31, 2023 2022 Current year $ 965 $ 843 Prior year final certification 1 630 (206) Total percentage rent income $ 1,595 $ 637 1 For purposes of the percentage rent calculation described in the master lease agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year. |
Schedule of Future Minimum Base Rent | Future minimum lease payments to be received by us under our operating leases at March 31, 2023, are as follows ( $ in thousands ): Remainder of 2023 $ 171,434 2024 239,886 2025 243,414 2026 250,071 2027 208,445 2028 202,028 Thereafter 663,295 $ 1,978,573 |
Schedule of Fixed and Variable Lease Payments | The table below indicates the revenue recognized as a result of fixed and variable lease escalators ( $ in thousands ): Three Months Ended March 31, 2023 2022 Lease payments based on fixed escalators, net of deferrals $ 58,937 $ 59,508 Lease payments based on variable escalators 1,945 1,186 Straight-line rent income, net of write-offs 2,097 1,079 Escrow funds received from tenants for property operating expenses 2,619 3,038 Amortization of lease incentives (299) (252) Rental income $ 65,299 $ 64,559 |
Mortgage And Other Notes Rece_2
Mortgage And Other Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Mortgage and Other Notes Receivable [Abstract] | |
Financing Receivable Credit Quality Indicators | The credit quality indicator as of March 31, 2023, is presented below for the amortized cost, net by year of origination ( $ in thousands ): 2023 2022 2021 2020 2019 Prior Total Mortgages more than 1.5x $ — $ 59,779 $ — $ 22,249 $ 32,700 $ 2,746 $ 117,474 between 1.0x and 1.5x — — — — — 14,700 14,700 less than 1.0x — — — 2,221 6,423 — 8,644 — 59,779 — 24,470 39,123 17,446 140,818 Mezzanine more than 1.5x — — 18,170 — — — 18,170 between 1.0x and 1.5x — — 23,960 — — — 23,960 less than 1.0x — — — — — 8,482 8,482 — — 42,130 — — 8,482 50,612 Non-performing less than 1.0x — — — — — 24,500 24,500 — — — — — 24,500 24,500 Revolver more than 1.5x 1,476 between 1.0x and 1.5x 17,500 18,976 Credit loss reserve (14,964) $ 219,942 |
Financing Receivable, Allowance for Credit Loss | The allowance for expected credit losses is presented in the following table for the three months ended March 31, 2023 ( $ in thousands ): Beginning balance at January 1, 2023 $ 15,338 Provision for expected credit losses (374) Balance at March 31, 2023 $ 14,964 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets, net consist of the following ( $ in thousands ): March 31, 2023 December 31, 2022 SHOP accounts receivable, net of allowance of $566 and $375, and other $ 1,212 $ 1,341 Real estate investments accounts receivable and prepaid expenses 6,805 3,621 Lease incentive payments, net 12,891 3,190 Regulatory escrows 6,208 6,208 Restricted cash 1,652 2,225 $ 28,768 $ 16,585 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Instruments [Abstract] | |
Schedule of Debt | Debt consists of the following ( $ in thousands ): March 31, December 31, Revolving credit facility - unsecured $ 215,000 $ 42,000 Bank term loan - unsecured 220,000 240,000 2031 Senior notes - unsecured, net of discount of $2,519 and $2,600 397,481 397,400 Private placement notes - unsecured 275,000 400,000 Fannie Mae term loans - secured, non-recourse 76,546 76,649 Unamortized loan costs (8,013) (8,538) $ 1,176,014 $ 1,147,511 |
Schedule of Maturities of Long-term Debt | Aggregate principal maturities of debt as of March 31, 2023 are as follows ( $ in thousands ): Remainder of 2023 $ 270,305 2024 75,425 2025 125,816 2026 215,000 2027 100,000 2028 — Thereafter 400,000 1,186,546 Less: discount (2,519) Less: unamortized loan costs (8,013) $ 1,176,014 |
Schedule of Unsecured Term Loans | Our remaining unsecured private placement notes as of March 31, 2023, payable interest-only, are summarized below ( $ in thousands ): Amount Inception Maturity Fixed Rate $ 50,000 November 2015 November 2023 3.99% 75,000 September 2016 September 2024 3.93% 50,000 November 2015 November 2025 4.33% 100,000 January 2015 January 2027 4.51% $ 275,000 |
Schedule of Interest Expense | The following table summarizes interest expense ($ in thousands ): Three Months Ended March 31, 2023 2022 Interest expense on debt at contractual rates $ 13,440 $ 9,558 Capitalized interest (19) (2) Amortization of debt issuance costs, debt discount and other 606 642 Total interest expense $ 14,027 $ 10,198 |
Commitments. Contingencies an_2
Commitments. Contingencies and Uncertainties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Off Balance Sheet, Credit Loss, Liability, Roll Forward | The liability for expected credit losses on our unfunded loans is reflected in “ Accounts payable and accrued expenses ” on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 is presented in the following table for the three months ended March 31, 2023 ( $ in thousands ): Beginning balance January 1, 2023 $ 683 Provision for expected credit losses (382) Balance at March 31, 2023 $ 301 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the change in “ Redeemable noncontrolling interest” for the three months ended March 31, 2023 ( $ in thousands ): Three Months Ended March 31, 2023 Balance at January 1, $ 9,825 Net loss (305) Balance at March 31, $ 9,520 |
Equity and Dividends (Tables)
Equity and Dividends (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Dividends Declared | The following table summarizes dividends declared by the Board of Directors or paid during the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 Date of Declaration Date of Record Date Paid/Payable Quarterly Dividend November 6, 2022 December 30, 2022 January 27, 2023 $0.90 February 17, 2023 March 31, 2023 May 5, 2023 $0.90 Three Months Ended March 31, 2022 Date of Declaration Date of Record Date Paid/Payable Quarterly Dividend November 5, 2021 December 31, 2021 January 31, 2022 $0.90 February 16, 2022 March 31, 2022 May 6, 2022 $0.90 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following is a summary of share-based compensation expense, net of any forfeitures, included in “ General and administrative expenses ” in the Condensed Consolidated Statements of Income ( $ in thousands ): Three Months Ended March 31, 2023 2022 Non-cash share-based compensation expense $ 2,105 $ 5,083 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: 2023 2022 Dividend yield 7.0% 7.1% Expected volatility 39.7% 49.2% Expected lives 2.9 years 2.9 years Risk-free interest rate 4.65% 1.72% |
Schedule of Stock Option Activity | The following table summarizes our outstanding stock options: Weighted Average Number Weighted Average Remaining of Shares Exercise Price Contractual Life (Years) Options outstanding, January 1, 2022 1,652,505 $78.10 Options granted 693,000 $53.41 Options exercised (7,500) $53.41 Options forfeited (23,000) $62.33 Options expired (74,498) $77.93 Options outstanding, March 31, 2022 2,240,507 $70.71 Exercisable at March 31, 2022 1,719,487 $74.34 Options outstanding, January 1, 2023 2,216,175 $70.97 Options granted 385,500 $54.73 Options forfeited (25,000) $74.67 Options expired (60,002) $64.33 Options outstanding, March 31, 2023 2,516,673 $68.61 2.97 Exercisable at March 31, 2023 2,132,828 $71.21 2.70 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the average number of common shares and the net income used in the calculation of basic and diluted earnings per common share ($ in thousands, except share and per share amounts) : Three Months Ended March 31, 2023 2022 Net income attributable to common stockholders $ 34,484 $ 8,399 BASIC: Weighted average common shares outstanding 43,388,742 45,850,686 DILUTED: Weighted average common shares outstanding 43,388,742 45,850,686 Stock options 2,687 375 Weighted average dilutive common shares outstanding 43,391,429 45,851,061 Net income attributable to common stockholders - basic $ 0.79 $ 0.18 Net income attributable to common stockholders - diluted $ 0.79 $ 0.18 Incremental anti-dilutive shares excluded: Net share effect of stock options with an exercise price in excess of the average market price for our common shares 728,524 481,068 Regular dividends declared per common share $ 0.90 $ 0.90 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Measurements, Nonrecurring | Carrying amounts and fair values of financial instruments that are not carried at fair value at March 31, 2023 and December 31, 2022 in the Condensed Consolidated Balance Sheets are as follows ($ in thousands ): Carrying Amount Fair Value Measurement March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Level 2 Variable rate debt $ 431,044 $ 277,699 $ 435,000 $ 282,000 Fixed rate debt $ 744,970 $ 869,812 $ 664,993 $ 773,994 Level 3 Mortgage and other notes receivable, net $ 219,942 $ 233,141 $ 218,959 $ 227,611 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary information for the reportable segments during the three months ended March 31, 2023 is as follows ( $ in thousands ): For the three months ended March 31, 2023: Real Estate Investment SHOP Non-segment/Corporate Total Rental income $ 65,299 $ — $ — $ 65,299 Resident fees and services — 11,700 — 11,700 Interest income and other 5,308 — 81 5,389 Total revenues 70,607 11,700 81 82,388 Senior housing operating expenses — 9,799 — 9,799 Taxes and insurance on leased properties 2,619 — — 2,619 NOI 67,988 1,901 81 69,970 Depreciation 15,376 2,227 14 17,617 Interest 759 — 13,268 14,027 Legal — — 122 122 Franchise, excise and other taxes — — 183 183 General and administrative — — 5,653 5,653 Loan and realty gains (418) — — (418) Gains on sales of real estate, net (1,397) — — (1,397) Net income (loss) $ 53,668 $ (326) $ (19,159) $ 34,183 Total assets $ 2,254,939 $ 270,085 $ 8,206 $ 2,533,230 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) $ in Thousands | 3 Months Ended | ||||||||
Mar. 31, 2023 USD ($) segment | Mar. 31, 2023 property | Mar. 31, 2023 state | Mar. 31, 2023 tenant | Mar. 31, 2023 mortgage | Mar. 31, 2023 jointVenture | Mar. 31, 2023 bedOrUnitInTheProperty | Dec. 31, 2022 USD ($) property | Apr. 01, 2022 property | |
Real Estate Properties [Line Items] | |||||||||
Number of reportable segments | segment | 2 | ||||||||
Number of lessees | tenant | 3 | ||||||||
Number of real estate properties, classified as held for sale | 10 | 13 | |||||||
Number of health care properties related to mortgage notes receivables | 14 | 14 | |||||||
Loans and leases receivable, gross | $ | $ 234,906 | ||||||||
Credit loss reserve | $ | (14,964) | $ (15,338) | |||||||
Number of joint ventures | jointVenture | 2 | ||||||||
Real Estate | |||||||||
Real Estate Properties [Line Items] | |||||||||
Real estate investment property, portfolio assets | $ | 2,400,000 | ||||||||
Properties | 164 | ||||||||
Number of states in which entity operates | state | 31 | ||||||||
Number of lessees | tenant | 25 | ||||||||
Number of real estate properties, classified as held for sale | 1 | ||||||||
Senior Housing Community | Real Estate | |||||||||
Real Estate Properties [Line Items] | |||||||||
Properties | 98 | ||||||||
Skilled Nursing Facility | Real Estate | |||||||||
Real Estate Properties [Line Items] | |||||||||
Properties | 65 | ||||||||
Hospital | Real Estate | |||||||||
Real Estate Properties [Line Items] | |||||||||
Properties | 1 | ||||||||
Independent Living Facility | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of states in which entity operates | state | 8 | ||||||||
Number of joint ventures | jointVenture | 2 | ||||||||
Independent Living Facility | SHOP | |||||||||
Real Estate Properties [Line Items] | |||||||||
Real estate investment property, portfolio assets | $ | $ 339,100 | ||||||||
Properties | 15 | 15 | |||||||
Number of units acquired in a assisted living facility | bedOrUnitInTheProperty | 1,734 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment tenant jointVenture realEstatePartnership entity operator | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) operator property | |
Property, Plant and Equipment [Line Items] | |||
Number of joint ventures | jointVenture | 2 | ||
Number of real estate partnerships | 2 | 2 | |
Real estate properties, net | $ 2,164,872 | $ 2,118,210 | |
Cash and cash equivalents | $ 13,875 | 19,291 | |
Number of unconsolidated variable interest entities | entity | 9 | ||
Asset impairment charges | $ 24,600 | ||
Credit loss | $ 14,964 | $ 15,338 | |
Off-Balance sheet, credit loss, liability | 301 | ||
Rental income | $ 65,299 | 64,559 | |
Number of lessees | tenant | 3 | ||
Loans and leases receivable, gross | $ 234,906 | ||
Number of reportable segments | segment | 2 | ||
Non-performing | |||
Property, Plant and Equipment [Line Items] | |||
Number of operators/borrowers | operator | 1 | 1 | |
Non-performing | Mortgage Receivable And Mezzanine Loan | |||
Property, Plant and Equipment [Line Items] | |||
Loans and leases receivable, gross | $ 24,500 | ||
Independent Living Facility | |||
Property, Plant and Equipment [Line Items] | |||
Number of joint ventures | jointVenture | 2 | ||
Bickford Senior Living | |||
Property, Plant and Equipment [Line Items] | |||
Rental income | $ 11,162 | 7,038 | |
SHOP | |||
Property, Plant and Equipment [Line Items] | |||
Real estate properties, net | 259,400 | ||
Cash and cash equivalents | 5,000 | ||
Prepaid expense | 2,700 | ||
Accounts receivable, net | 400 | ||
Accounting Standards Update 2016-13 | |||
Property, Plant and Equipment [Line Items] | |||
Off-Balance sheet, credit loss, liability | $ 683 | ||
Escrow funds received from tenants for property operating expenses | |||
Property, Plant and Equipment [Line Items] | |||
Rental income | $ 2,619 | $ 3,038 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Residency agreement, term | 30 days | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Residency agreement, term | 1 year |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) segment property jointVenture realEstatePartnership entity | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) property | Apr. 01, 2022 property | |
Accounting Policies [Line Items] | ||||
Number of consolidated ventures | jointVenture | 2 | |||
Number of real estate partnerships | 2 | 2 | ||
Real estate properties, net | $ 2,164,872 | $ 2,118,210 | ||
Cash and cash equivalents | $ 13,875 | $ 19,291 | ||
Number of unconsolidated variable interest entities | entity | 9 | |||
Impairment of real estate | $ 300 | |||
Asset impairment charges | $ 24,600 | |||
Rental income | $ 65,299 | 64,559 | ||
Number of reportable segments | segment | 2 | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Residency agreement, term | 1 year | |||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Residency agreement, term | 30 days | |||
Bickford Senior Living | ||||
Accounting Policies [Line Items] | ||||
Rental income | $ 11,162 | $ 7,038 | ||
Properties | property | 39 | |||
Independent Living Facility | ||||
Accounting Policies [Line Items] | ||||
Number of consolidated ventures | jointVenture | 2 | |||
SHOP | ||||
Accounting Policies [Line Items] | ||||
Real estate properties, net | $ 259,400 | |||
Cash and cash equivalents | $ 5,000 | |||
SHOP | Independent Living Facility | ||||
Accounting Policies [Line Items] | ||||
Properties | property | 15 | 15 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies (Schedule of Variable Interest Entities) (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Senior Living Communities | Straight-Line Rent Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | $ 91,523 |
Maximum Exposure to Loss | 94,023 |
Senior Living Management | Straight-Line Rent Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 24,500 |
Maximum Exposure to Loss | 24,500 |
Bickford Senior Living | Straight-Line Rent Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 17,156 |
Maximum Exposure to Loss | 30,125 |
Encore Senior Living | Notes Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 44,780 |
Maximum Exposure to Loss | 55,726 |
Timber Ridge OpCo | |
Variable Interest Entity [Line Items] | |
Maximum Exposure to Loss | 5,000 |
Timber Ridge OpCo | Notes Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 3,287 |
Maximum Exposure to Loss | 8,287 |
Watermark Retirement | Notes Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 7,580 |
Maximum Exposure to Loss | 11,104 |
Montecito Medical Real Estate | Notes Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 20,383 |
Maximum Exposure to Loss | 50,128 |
Vizion Health | Notes Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 19,330 |
Maximum Exposure to Loss | 21,330 |
Navion Senior Solutions | Notes Receivable | |
Variable Interest Entity [Line Items] | |
Carrying Amount | 9,351 |
Maximum Exposure to Loss | $ 13,926 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies (Schedule of Cash and Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 13,875 | $ 19,291 | $ 36,121 | $ 37,412 |
Restricted cash (included in Other assets, net) | 1,652 | 2,225 | 3,807 | 2,073 |
Cash and cash equivalents and restricted cash | $ 15,527 | $ 21,516 | $ 39,928 | $ 39,485 |
Investment Activity - Asset Acq
Investment Activity - Asset Acquisition Schedule (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) property | Dec. 31, 2022 USD ($) | |
Real Estate [Line Items] | ||
Land | $ 181,949 | $ 177,527 |
Silverado Senior Living | ||
Real Estate [Line Items] | ||
Properties | property | 2 | |
Land | $ 3,894 | |
Building and Improvements | 33,599 | |
Total | $ 37,493 | |
Bickford Senior Living | ||
Real Estate [Line Items] | ||
Properties | property | 1 | |
Land | $ 1,746 | |
Building and Improvements | 15,542 | |
Total | 17,288 | |
Current Period Real Estate Acquisition | ||
Real Estate [Line Items] | ||
Land | 5,640 | |
Building and Improvements | 49,141 | |
Total | $ 54,781 |
Investment Activity (Asset Acqu
Investment Activity (Asset Acquisition) (Details) $ in Millions | 1 Months Ended |
Feb. 28, 2023 USD ($) bedOrUnitInTheProperty property | |
Real Estate [Line Items] | |
Full payment of an outstanding construction note receivable | $ 14.2 |
Silverado Senior Living | |
Real Estate [Line Items] | |
Number of units acquired in a assisted living facility | property | 2 |
Master lease, term | 20 years |
Initial lease rate | 7.50% |
Annual escalator of lease | 2% |
Silverado Senior Living, Summerlin, NE | |
Real Estate [Line Items] | |
Number of units acquired in a assisted living facility | bedOrUnitInTheProperty | 60 |
Acquisition price | $ 37.5 |
Silverado Senior Living, Frederick, MD | |
Real Estate [Line Items] | |
Number of units acquired in a assisted living facility | bedOrUnitInTheProperty | 60 |
Bickford Senior Living | |
Real Estate [Line Items] | |
Asset acquisition, rent deferral deduction | $ 2.5 |
Bickford Senior Living | Bickford Senior Living | |
Real Estate [Line Items] | |
Number of units acquired in a assisted living facility | bedOrUnitInTheProperty | 64 |
Acquisition price | $ 17.3 |
Asset acquisition, receivable cancellation | 0.5 |
Asset purchase transaction costs | $ 0.1 |
Asset acquisition, initial lease rate | 8% |
Investment Activity (Asset Disp
Investment Activity (Asset Disposition Schedule) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) property | Mar. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Proceeds from sales of real estate | $ 10,201 | $ 13,170 |
Gain | 1,397 | $ 2,981 |
Impairment of real estate | 300 | |
BAKA Enterprises, LLC | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated impaired real estate | $ 7,800 | |
Bickford | ||
Property, Plant and Equipment [Line Items] | ||
Properties | property | 39 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Property, Plant and Equipment [Line Items] | ||
Proceeds from sales of real estate | $ 10,031 | |
Net Real Estate Investment | 8,926 | |
Gain | 1,132 | |
Impairment of real estate | $ (27) | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | BAKA Enterprises, LLC | ||
Property, Plant and Equipment [Line Items] | ||
Properties | property | 1 | |
Proceeds from sales of real estate | $ 7,478 | |
Net Real Estate Investment | 7,505 | |
Gain | 0 | |
Impairment of real estate | $ (27) | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Bickford | ||
Property, Plant and Equipment [Line Items] | ||
Properties | property | 1 | |
Proceeds from sales of real estate | $ 2,553 | |
Net Real Estate Investment | 1,421 | |
Gain | 1,132 | |
Impairment of real estate | $ 0 |
Investment Activity (Asset Held
Investment Activity (Asset Held For Sale Schedule) (Details) $ in Thousands | Mar. 31, 2023 USD ($) property | Dec. 31, 2022 USD ($) property |
Property, Plant and Equipment [Abstract] | ||
Number of real estate properties, classified as held for sale | property | 10 | 13 |
Net real estate balance | $ | $ 26,670 | $ 43,302 |
Investment Activity (Held For S
Investment Activity (Held For Sale Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) property | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) property | |
Real Estate [Line Items] | |||
Rental income | $ 65,299 | $ 64,559 | |
Number of real estate properties, classified as held for sale | property | 10 | 13 | |
Net real estate balance | $ 26,670 | $ 43,302 | |
Real Estate | |||
Real Estate [Line Items] | |||
Number of real estate properties, classified as held for sale | property | 1 | ||
Impairment of long-lived assets | $ 300 | ||
Number of real estate properties, impaired, sold or classified as held for sale | property | 3 | ||
Asset Held For Sale In 2022 | |||
Real Estate [Line Items] | |||
Rental income | $ 1,500 | $ 1,000 | |
Assets Held For Sale in 2023 | Real Estate | |||
Real Estate [Line Items] | |||
Net real estate balance | $ 5,000 | ||
Assets Held For Use in 2023 | Real Estate | |||
Real Estate [Line Items] | |||
Number of real estate properties, classified as held for sale | property | 2 | ||
Net real estate balance | $ 12,300 |
Investment Activity (Dispositio
Investment Activity (Dispositions) (Details) - OREGON - Assisted Living Facility $ in Millions | 1 Months Ended | |
May 09, 2023 USD ($) property transaction | Mar. 31, 2023 USD ($) | |
Real Estate [Line Items] | ||
Net real estate balance | $ 5.9 | |
Impairment charges | $ 3.7 | |
Subsequent Event | ||
Real Estate [Line Items] | ||
Properties | property | 3 | |
Number of real estate property, transactions | transaction | 2 | |
Amount of real estate sold in cash consideration | $ 5.7 | |
Asset disposition transaction cost | $ 0.6 |
Investment Activity (Schedule o
Investment Activity (Schedule of Tenant Concentrations) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Tenant Concentration [Line Items] | |||
Cost of corporate office | $ 2,600 | ||
Credit loss | 14,964 | $ 15,338 | |
Real estate | 2,790,615 | $ 2,729,898 | |
Real estate, at cost | 2,448,934 | ||
Loans and leases receivable, gross | 234,906 | ||
Rental income | 65,299 | $ 64,559 | |
Resident fees and services | 11,700 | 0 | |
Total revenues | $ 82,388 | $ 71,327 | |
Percentage of continuing revenue | 14% | 0% | |
Independent Living Facility | SHOP | |||
Tenant Concentration [Line Items] | |||
Real estate investment property, portfolio assets | $ 339,100 | ||
Escrow funds received from tenants for property operating expenses | |||
Tenant Concentration [Line Items] | |||
Real estate | 0 | ||
Mortgage and other notes receivable, net | 0 | ||
Rental income | $ 2,619 | $ 3,038 | |
Percentage of continuing revenue | 3% | 4% | |
Senior Living Communities | |||
Tenant Concentration [Line Items] | |||
Real estate | $ 573,631 | ||
Mortgage and other notes receivable, net | 50,200 | ||
Rental income | $ 12,833 | $ 12,751 | |
Percentage of continuing revenue | 16% | 18% | |
National HealthCare Corporation (“NHC”) | |||
Tenant Concentration [Line Items] | |||
Real estate | $ 133,770 | ||
Mortgage and other notes receivable, net | 0 | ||
Rental income | $ 9,807 | $ 9,189 | |
Percentage of continuing revenue | 12% | 13% | |
Bickford Senior Living | |||
Tenant Concentration [Line Items] | |||
Real estate | $ 430,217 | ||
Mortgage and other notes receivable, net | 16,921 | ||
Rental income | $ 11,162 | $ 7,038 | |
Percentage of continuing revenue | 14% | 10% | |
Holiday Retirement | |||
Tenant Concentration [Line Items] | |||
Real estate | $ 0 | ||
Mortgage and other notes receivable, net | 0 | ||
Rental income | $ 9,797 | ||
Percentage of continuing revenue | 14% | ||
Less than 10% Operators | |||
Tenant Concentration [Line Items] | |||
Real estate | 1,311,316 | ||
Mortgage and other notes receivable, net | 167,785 | ||
Rental income | $ 34,267 | $ 29,514 | |
Percentage of continuing revenue | 41% | 41% | |
More than 10% Operators | |||
Tenant Concentration [Line Items] | |||
Rental income | $ 70,688 | $ 71,327 |
Investment Activity (Narrative)
Investment Activity (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 USD ($) | Mar. 31, 2023 USD ($) property boardMember state lease | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) operator | |
Real Estate [Line Items] | ||||
Straight-line rent income, net of write-offs | $ 2,097 | $ 1,079 | ||
Rental income | 65,299 | 64,559 | ||
Real estate properties, net | $ 2,164,872 | $ 2,118,210 | ||
Lease Option | ||||
Real Estate [Line Items] | ||||
Properties | property | 3 | |||
Lease Option, Between 2027 and 2028 | ||||
Real Estate [Line Items] | ||||
Rental income | $ 1,800 | 1,700 | ||
Real estate properties, net | $ 59,700 | |||
Bickford Senior Living | ||||
Real Estate [Line Items] | ||||
Asset acquisition, rent deferral deduction | $ 2,500 | |||
Senior Living Communities | ||||
Real Estate [Line Items] | ||||
Properties | property | 10 | |||
Straight-line rent income, net of write-offs | $ (300) | (100) | ||
Rental income | $ 12,833 | 12,751 | ||
National HealthCare Corporation (“NHC”) | ||||
Real Estate [Line Items] | ||||
Number of board members | boardMember | 2 | |||
Rental income | $ 9,807 | 9,189 | ||
National HealthCare Corporation (“NHC”) | NHC - 1991 Lease | ||||
Real Estate [Line Items] | ||||
Percentage rent rate | 4% | |||
Bickford Senior Living | ||||
Real Estate [Line Items] | ||||
Properties | property | 39 | |||
Number of leases | lease | 4 | |||
Rent deferral | $ 20,100 | |||
Rental income | 11,162 | 7,038 | ||
Bickford Senior Living | Bickford Senior Living | ||||
Real Estate [Line Items] | ||||
Payments for rent | 200 | |||
Bickford Senior Living | Lease Payment Deferral and Abatement | ||||
Real Estate [Line Items] | ||||
Reduction to revenue, rent concessions | $ 5,500 | |||
Cash Basis Lessees | ||||
Real Estate [Line Items] | ||||
Rental income | 4,000 | |||
Lessor, number of operators converted to cash basis accounting | operator | 2 | |||
Cash Basis Lessees | Bickford Senior Living | ||||
Real Estate [Line Items] | ||||
Asset acquisition, rent deferral deduction | $ 2,500 | |||
Rental income | $ 7,800 | |||
Revenue as % of Total, Exceeds 10% | ||||
Real Estate [Line Items] | ||||
Number of states in which entity operates | state | 2 | |||
Geographic Concentration Risk | South Carolina | Investment Consideration Benchmark | ||||
Real Estate [Line Items] | ||||
Concentration risk percentage | 11.80% | |||
Geographic Concentration Risk | Texas | Investment Consideration Benchmark | ||||
Real Estate [Line Items] | ||||
Concentration risk percentage | 10.50% |
Investment Activity (Summary of
Investment Activity (Summary of NHC Percentage Rent) (Details) - National HealthCare Corporation (“NHC”) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Real Estate [Line Items] | ||
Current year | $ 965 | $ 843 |
Prior year final certification | 630 | (206) |
Rent income from NHC | $ 1,595 | $ 637 |
Investment Activity (Schedule_2
Investment Activity (Schedule of Future Minimum Lease Payments) (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Real Estate [Abstract] | |
Rent remainder of fiscal year | $ 171,434 |
2024 | 239,886 |
2025 | 243,414 |
2026 | 250,071 |
2027 | 208,445 |
2028 | 202,028 |
Thereafter | 663,295 |
Future minimum lease payments | $ 1,978,573 |
Investment Activity (Schedule_3
Investment Activity (Schedule of Fixed and Variable Lease Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fixed and Variable Lease Payments [Line Items] | ||
Rental income | $ 65,299 | $ 64,559 |
Straight-line rent income, net of write-offs | 2,097 | 1,079 |
Lease payments based on fixed escalators, net of deferrals | ||
Fixed and Variable Lease Payments [Line Items] | ||
Rental income | 58,937 | 59,508 |
Lease payments based on variable escalators | ||
Fixed and Variable Lease Payments [Line Items] | ||
Rental income | 1,945 | 1,186 |
Straight-line rent income, net of write-offs | ||
Fixed and Variable Lease Payments [Line Items] | ||
Straight-line rent income, net of write-offs | 2,097 | 1,079 |
Escrow funds received from tenants for property operating expenses | ||
Fixed and Variable Lease Payments [Line Items] | ||
Rental income | 2,619 | 3,038 |
Amortization of lease incentives | ||
Fixed and Variable Lease Payments [Line Items] | ||
Amortization of lease incentives | $ (299) | $ (252) |
Mortgage And Other Notes Rece_3
Mortgage And Other Notes Receivable (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||||
Jun. 30, 2021 USD ($) property | Mar. 31, 2023 USD ($) property | Mar. 31, 2022 USD ($) | Mar. 31, 2023 property | Mar. 31, 2023 mortgage | Mar. 31, 2023 bedOrUnitInTheProperty | Mar. 31, 2023 operator | Mar. 31, 2023 realEstateInvestment | Mar. 31, 2023 | Mar. 31, 2023 renewalOption | Mar. 31, 2023 loan | Dec. 31, 2022 USD ($) operator | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Number of health care properties related to mortgage notes receivables | 14 | 14 | |||||||||||
Credit loss | $ 14,964 | $ 15,338 | |||||||||||
Financing receivable, after allowance for credit loss | 219,942 | $ 233,141 | |||||||||||
Loans and leases agreement | 145,400 | ||||||||||||
Interest income and other | 5,389 | $ 6,768 | |||||||||||
Increase rate in the amount of loss from a default | 20% | ||||||||||||
Effective adjustment rate | 44% | ||||||||||||
Non-performing | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Number of operators/borrowers | operator | 1 | 1 | |||||||||||
Interest income and other | 400 | 400 | |||||||||||
Mezzanine | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Credit loss | 10,000 | $ 10,000 | |||||||||||
Mezzanine | Non-performing | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Financing receivable, after allowance for credit loss | 14,500 | $ 14,500 | |||||||||||
Montecito Medical Real Estate | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Mortgage and other notes receivable, net | 20,300 | ||||||||||||
Interest income and other | 400 | 400 | |||||||||||
Loans and leases agreement | $ 50,000 | ||||||||||||
Number of real estate investments | realEstateInvestment | 2 | ||||||||||||
Investment accrue interest rate | 7.50% | ||||||||||||
Deferred interest rate to be paid upon certain future events | 4.50% | ||||||||||||
Annual interest rate from master credit agreement | 9.50% | ||||||||||||
Deferred interest | 2.50% | ||||||||||||
Loan agreement term | 5 years | ||||||||||||
Number of extensions | renewalOption | 2 | ||||||||||||
Note receivable renewal term | 1 year | ||||||||||||
Bickford Senior Living | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Mortgage and other notes receivable, net | $ 16,921 | ||||||||||||
Properties | property | 39 | ||||||||||||
Interest income and other | 300 | $ 300 | |||||||||||
Repayments of term loan | 100 | ||||||||||||
Bickford Note Investment | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Contingent incentive payments | 2,000 | ||||||||||||
Senior Living Communities | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Mortgage and other notes receivable, net | 50,200 | ||||||||||||
Number of extensions | property | 2 | ||||||||||||
Properties | property | 10 | ||||||||||||
Revolving amount line of credit | 20,000 | ||||||||||||
Revolving note receivable amount outstanding | $ (17,500) | ||||||||||||
Loans receivable facility bears interest rate | 8% | ||||||||||||
Purchase option at a stated minimum price | $ 38,300 | ||||||||||||
Secured By Real Estate | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Mortgage and other notes receivable, net | 150,800 | ||||||||||||
Not Secured By Real Estate | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Mortgage and other notes receivable, net | $ 84,100 | ||||||||||||
Property Held by Fund | Montecito Medical Real Estate | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Number of medical office buildings | property | 9 | ||||||||||||
Combined purchase price of medical office buildings | $ 86,700 | ||||||||||||
Fully Funded | Bickford Senior Living | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Loans and leases agreement | 14,700 | ||||||||||||
Number of construction loans | loan | 1 | ||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Bickford Senior Living | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Properties | property | 6 | ||||||||||||
Note receivable interest rate | 10% | ||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Bickford Senior Living | Unlikely to be Collected Financing Receivable | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Increase in mortgage note receivable from sale of real estate | $ 13,000 | ||||||||||||
After 2021 | Senior Living Communities | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Revolving amount line of credit | 15,000 | ||||||||||||
July 2019 Transaction | Senior Living Communities | |||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||
Loans and leases agreement | $ 32,700 | ||||||||||||
Annual interest rate from master credit agreement | 7.25% | ||||||||||||
Loan agreement term | 5 years | ||||||||||||
Number of units acquired in a assisted living facility | bedOrUnitInTheProperty | 248 |
Mortgage And Other Notes Rece_4
Mortgage And Other Notes Receivable (Schedule of Financing Receivables By Credit Quality Indicator) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Credit loss reserve | $ (14,964) | $ (15,338) |
Financing receivable, after allowance for credit loss | 219,942 | $ 233,141 |
Mortgages | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 59,779 | |
2021 | 0 | |
2020 | 24,470 | |
2019 | 39,123 | |
Prior | 17,446 | |
Total | 140,818 | |
Mezzanine | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 42,130 | |
2020 | 0 | |
2019 | 0 | |
Prior | 8,482 | |
Total | 50,612 | |
Non-performing | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 0 | |
2020 | 0 | |
2019 | 0 | |
Prior | 24,500 | |
Total | 24,500 | |
Revolver | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total | 18,976 | |
more than 1.5x | Mortgages | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 59,779 | |
2021 | 0 | |
2020 | 22,249 | |
2019 | 32,700 | |
Prior | 2,746 | |
Total | 117,474 | |
more than 1.5x | Mezzanine | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 18,170 | |
2020 | 0 | |
2019 | 0 | |
Prior | 0 | |
Total | 18,170 | |
more than 1.5x | Revolver | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total | 1,476 | |
between 1.0x and 1.5x | Mortgages | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 0 | |
2020 | 0 | |
2019 | 0 | |
Prior | 14,700 | |
Total | 14,700 | |
between 1.0x and 1.5x | Mezzanine | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 23,960 | |
2020 | 0 | |
2019 | 0 | |
Prior | 0 | |
Total | 23,960 | |
between 1.0x and 1.5x | Revolver | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total | 17,500 | |
less than 1.0x | Mortgages | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 0 | |
2020 | 2,221 | |
2019 | 6,423 | |
Prior | 0 | |
Total | 8,644 | |
less than 1.0x | Mezzanine | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 0 | |
2020 | 0 | |
2019 | 0 | |
Prior | 8,482 | |
Total | 8,482 | |
EBITDARM Coverage less than 1.0x | Non-performing | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2023 | 0 | |
2022 | 0 | |
2021 | 0 | |
2020 | 0 | |
2019 | 0 | |
Prior | 24,500 | |
Total | $ 24,500 |
Mortgage And Other Notes Rece_5
Mortgage And Other Notes Receivable (Schedule of Financing Receivables By Allowance for Credit Loss) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance at January 1, 2023 | $ 15,338 |
Provision for expected credit losses | (374) |
Balance at March 31, 2023 | $ 14,964 |
Senior Housing Operating Port_2
Senior Housing Operating Portfolio Formation Activities (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) property jointVenture bedOrUnitInTheProperty | Apr. 01, 2022 property | |
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Number of joint ventures | jointVenture | 2 | |
Annual fixed preferred return | $ 10,200,000 | |
New Venture | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Interest of an aggregate blended common equity the company owns | 89% | |
Minimum | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Management fee multiplier | $ 1,000 | |
SHOP | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Preferred interest | 65% | |
Common equity interest | 35% | |
SHOP | New Venture | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Ownership percentage | 100% | |
Merrill Gardens Managed Portfolio | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Cash contributed for its common equity interest in the venture | $ 10,600,000 | |
Management fee | 5% | |
Real estate services fee | 5% | |
Discovery Managed Portfolio | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Cash contributed for its common equity interest in the venture | $ 1,100,000 | |
Management fee | 5% | |
Independent Living Facility | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Number of joint ventures | jointVenture | 2 | |
Independent Living Facility | SHOP | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Properties | property | 15 | 15 |
Independent Living Facility | Merrill Gardens Managed Portfolio | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Properties | bedOrUnitInTheProperty | 6 | |
Independent Living Facility | Discovery Managed Portfolio | ||
Senior Housing Operating Portfolio Formation Activities [Line Items] | ||
Properties | bedOrUnitInTheProperty | 9 |
Equity Method Investment (Detai
Equity Method Investment (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 USD ($) | Mar. 31, 2023 USD ($) extensionOption | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Cumulative unrecognized equity method losses | $ (5,000) | $ (5,000) | ||
Unrecognized equity method gain (loss) | (600) | $ (600) | ||
Gains from equity method investment | $ 0 | 297 | ||
Operating lease term | 7 years | |||
Number of renewal options | extensionOption | 2 | |||
Balance secured by the deed and indenture | $ 13,200 | |||
Timber Ridge OpCo | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Amortization and write-off of lease incentives | $ 2,500 | 2,500 | ||
Maximum exposure to loss | 5,000 | |||
Timber Ridge OpCo | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Financing receivable of revolving credit facility | 5,000 | |||
Mortgage and other notes receivable, net | $ 0 | |||
Gains from equity method investment | $ 300 | |||
Real Estate Operating Company | LCS Timber Ridge | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest in affiliates | 25% | |||
Cumulative Amount | Timber Ridge OpCo | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cumulative unrecognized equity method losses | $ (6,500) | |||
Noncontrolling Interests | Real Estate Operating Company | Timber Ridge OpCo | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments in affiliates | $ 900 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Lease incentive payments, net | $ 12,891 | $ 3,190 | |||
Regulatory escrows | 6,208 | 6,208 | |||
Restricted cash (included in Other assets, net) | 1,652 | $ 3,807 | 2,225 | $ 2,073 | |
Other assets | 28,768 | 16,585 | |||
Payment of lease incentive | 10,000 | $ 0 | |||
Timber Ridge OpCo | |||||
Segment Reporting Information [Line Items] | |||||
Payment of lease incentive | $ 10,000 | ||||
SHOP | |||||
Segment Reporting Information [Line Items] | |||||
Accounts receivable and prepaid expenses | 1,212 | 1,341 | |||
Allowance | 566 | 375 | |||
Real Estate | |||||
Segment Reporting Information [Line Items] | |||||
Accounts receivable and prepaid expenses | $ 6,805 | $ 3,621 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Revolving credit facility - unsecured | $ 215,000 | $ 42,000 |
Unamortized loan costs | (8,013) | (8,538) |
Debt | 1,176,014 | 1,147,511 |
Discount | 2,519 | |
Bank Term Loans | ||
Debt Instrument [Line Items] | ||
Bank term loans - unsecured | 220,000 | 240,000 |
Senior Notes Due 2031 | ||
Debt Instrument [Line Items] | ||
Bank term loans - unsecured | 397,481 | 397,400 |
Discount | 2,519 | 2,600 |
Private Placement Term Loans | ||
Debt Instrument [Line Items] | ||
Bank term loans - unsecured | 275,000 | 400,000 |
Fannie Mae Term Loans | ||
Debt Instrument [Line Items] | ||
Fannie Mae term loans - secured, non-recourse | $ 76,546 | $ 76,649 |
Debt (Schedule of Maturities of
Debt (Schedule of Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instruments [Abstract] | ||
Remainder of 2023 | $ 270,305 | |
2024 | 75,425 | |
2025 | 125,816 | |
2026 | 215,000 | |
2027 | 100,000 | |
2028 | 0 | |
Thereafter | 400,000 | |
Long-term debt, gross | 1,186,546 | |
Less: discount | (2,519) | |
Unamortized loan costs | (8,013) | $ (8,538) |
Debt | $ 1,176,014 | $ 1,147,511 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2022 USD ($) extensionOption | Mar. 31, 2023 USD ($) property | Jan. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) property | Mar. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Debt leverage limit | 50% | ||||
January 2023 | |||||
Debt Instrument [Line Items] | |||||
Repayments of term loan | $ 125 | ||||
Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Facility fee percentage | 0.125% | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Facility fee percentage | 0.30% | ||||
Revolving Credit Facility | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Commitment fee | 0.25% | ||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.05% | ||||
Revolving Credit Facility | Minimum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0% | ||||
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.725% | ||||
Revolving Credit Facility | Maximum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.40% | ||||
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.40% | ||||
Unsecured Debt | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Unsecured revolving credit facility | $ 700 | $ 550 | |||
Debt instrument, number of extension options | extensionOption | 2 | ||||
Debt instrument, extension period | 6 months | ||||
Unused balance of the unsecured revolving credit facility | $ 485 | $ 485 | |||
Term Loans | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread adjustment | 0.10% | ||||
Term Loans | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
$220M Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 220 | $ 220 | |||
$75M Term Loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of term loan | $ 20 | ||||
$75M Term Loan | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Interest rate at period end | 4.80% | 4.80% | |||
Senior Notes Due 2031 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principle amount issued | $ 400 | ||||
Fixed Rate | 3% | ||||
Percentage Of Issue Price On Face Value | 0.99196% | ||||
Proceeds from issuance of senior notes | $ 392.3 | ||||
Fannie Mae Term Loans | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 60.1 | $ 60.1 | |||
Fixed Rate | 3.79% | 3.79% | |||
Term of debt | 10 years | ||||
Number of real estate properties | property | 11 | 11 | |||
Net book value | $ 103.5 | $ 103.5 | |||
FNMA Berkadia Note | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 16.4 | $ 16.4 | |||
Fixed Rate | 4.60% | 4.60% |
Debt (Schedule of Unsecured Ter
Debt (Schedule of Unsecured Term Loans) (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
November 2023 | |
Unsecured Term Loans [Line Items] | |
Amount | $ 50,000 |
Fixed Rate | 3.99% |
September 2024 | |
Unsecured Term Loans [Line Items] | |
Amount | $ 75,000 |
Fixed Rate | 3.93% |
November 2025 | |
Unsecured Term Loans [Line Items] | |
Amount | $ 50,000 |
Fixed Rate | 4.33% |
January 2027 | |
Unsecured Term Loans [Line Items] | |
Amount | $ 100,000 |
Fixed Rate | 4.51% |
Debt (Schedule of Interest Expe
Debt (Schedule of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instruments [Abstract] | ||
Interest expense on debt at contractual rates | $ 13,440 | $ 9,558 |
Capitalized interest | (19) | (2) |
Amortization of debt issuance costs, debt discount and other | 606 | 642 |
Total interest expense | $ 14,027 | $ 10,198 |
Commitments. Contingencies an_3
Commitments. Contingencies and Uncertainties (Narrative) (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) leaseAgreement property operator | Jun. 30, 2022 USD ($) property | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Commitment and Contingencies [Line Items] | ||||
Loans and leases agreement | $ 145,400 | |||
Development commitments for construction and renovation | 23,200 | |||
Amount funded toward the development commitments | 17,100 | |||
Cash consideration of an ongoing property tax appeal | 800 | |||
Amount funded on real estate investments | 1,000 | |||
Contingent lease inducement commitments and contingent consideration of acquisitions | 15,900 | |||
Properties | property | 3 | |||
Regulatory escrows | 6,208 | $ 6,208 | ||
Aggregate lease concessions granted to tenants | ||||
Commitment and Contingencies [Line Items] | ||||
Operating lease income | 30,100 | |||
Lease Payment Deferral | COVID-19 | ||||
Commitment and Contingencies [Line Items] | ||||
Repayments of deferred rent | 2,800 | |||
Discovery PropCo | ||||
Commitment and Contingencies [Line Items] | ||||
Development commitments for construction and renovation | 2,000 | |||
Bickford Senior Living | ||||
Commitment and Contingencies [Line Items] | ||||
Mortgage and other notes receivable, net | $ 16,921 | |||
Regulatory escrows | $ 2,400 | |||
Bickford Senior Living | Lease Payment Deferral and Abatement | ||||
Commitment and Contingencies [Line Items] | ||||
Operating lease income | $ 7,800 | |||
Reduction to revenue, rent concessions | $ (5,500) | |||
Loans Receivable | ||||
Commitment and Contingencies [Line Items] | ||||
Number of operators/tenants | operator | 6 | |||
Notes Receivable Remain Unfunded | ||||
Commitment and Contingencies [Line Items] | ||||
Mortgage and other notes receivable, net | $ 93,700 | |||
Development Commitment | ||||
Commitment and Contingencies [Line Items] | ||||
Number of operators/tenants | property | 7 | |||
Lease Inducement | ||||
Commitment and Contingencies [Line Items] | ||||
Number of leases | leaseAgreement | 6 | |||
Collection of Rent Deferred | Lease Payment Deferral | ||||
Commitment and Contingencies [Line Items] | ||||
Reduction to revenue, rent concessions | $ (6,500) |
Commitments. Contingencies an_4
Commitments. Contingencies and Uncertainties (Off Balance Sheet Credit Loss Liability Roll Forward Schedule) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Off Balance Sheet, Credit Loss [Roll Forward] | |
Provision for expected credit losses | $ (382) |
Ending balance | 301 |
Accounting Standards Update 2016-13 | |
Off Balance Sheet, Credit Loss [Roll Forward] | |
Beginning balance | $ 683 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Redeemable Noncontrolling Interests [Roll Forward] | ||
Beginning balance | $ 9,825 | |
Net loss | (305) | $ (305) |
Ending balance | $ 9,520 |
Equity and Dividends (Narrative
Equity and Dividends (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
May 09, 2023 | May 05, 2023 | Feb. 17, 2023 | May 09, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
2022 repurchase plan | $ 160,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Effective period of stock repurchase plan | 1 year | ||||||
Shares of common stock repurchased through the open market transactions (in shares) | 2,468,354 | ||||||
Average price of shares repurchased (in dollars per share) | $ 151,600,000 | ||||||
At-the market shelf registration, equity offering sales agreement, aggregate sales price | $ 500,000 | ||||||
Capital in excess of par value | $ 1,601,257 | $ 1,599,427 | |||||
Dividends to common stockholders (in dollars per share) | $ 0.90 | $ 0.90 | |||||
Subsequent Event | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Equity issuance costs | $ 500 | ||||||
Increase (decrease) in other operating assets | $ (300) | ||||||
Capital in excess of par value | $ 300 | $ 300 | |||||
Subsequent Event | Declared November 6, 2022 | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Dividends to common stockholders (in dollars per share) | $ 0.9 |
Equity and Dividends (Schedule
Equity and Dividends (Schedule of Dividends Declared) (Details) - $ / shares | Feb. 17, 2023 | Nov. 06, 2022 | Feb. 16, 2022 | Nov. 05, 2021 |
Equity, Class of Treasury Stock [Line Items] | ||||
Quarterly dividend (in dollars per share) | $ 0.90 | $ 0.90 | $ 0.90 | $ 0.90 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) | 3 Months Ended | ||||
May 09, 2023 shares | May 05, 2023 shares | Mar. 31, 2023 USD ($) plan $ / shares shares | Mar. 31, 2022 $ / shares shares | Feb. 17, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of incentive plans | plan | 2 | ||||
Options granted (in shares) | shares | 693,000 | ||||
Weighted average fair value of options granted (in US dollars per share) | $ / shares | $ 10.56 | $ 11.81 | |||
Aggregate intrinsic value of stock options outstanding | $ 0 | ||||
Aggregate intrinsic value of stock options execisable | 0 | ||||
Weighted average aggregate intrinsic value options exercised (in US dollars per share) | $ / shares | $ 4.94 | ||||
Aggregate intrinsic value of stock options exercised | 100,000 | ||||
Unrecognized compensation cost | $ 3,500,000 | ||||
Subsequent Event | 2019 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future issuance (in shares) | shares | 4,035,836 | ||||
2019 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | shares | 385,500 | ||||
Expected To Be Recognized Remainder Of 2022 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 2,300,000 | ||||
Expected To Be Recognized During 2023 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | 1,100,000 | ||||
Expected To Be Recognized During 2024 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 100,000 | ||||
Common Stock | 2019 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | shares | 6,000,000 | ||||
Restricted Stock | Executive Officer | Subsequent Event | 2019 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in period (in shares) | shares | 21,000 | ||||
Stock option plan, award vesting period | 5 years | ||||
Restricted Stock | Executive Officer | Subsequent Event | 2019 Stock Incentive Plan | Share-Based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 20% | ||||
Restricted Stock | Executive Officer | Subsequent Event | 2019 Stock Incentive Plan | Share-Based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 20% | ||||
Restricted Stock | Executive Officer | Subsequent Event | 2019 Stock Incentive Plan | Share-Based Payment Arrangement, Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 20% | ||||
Restricted Stock | Executive Officer | Subsequent Event | 2019 Stock Incentive Plan | Share-Based Payment Arrangement, Tranche Four | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 20% | ||||
Restricted Stock | Executive Officer | Subsequent Event | 2019 Stock Incentive Plan | Share-Based Payment Arrangement, Tranche Five | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 20% |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Share-Based Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Non-cash share-based compensation | $ 2,105 | $ 5,083 |
Share-Based Compensation (Sch_2
Share-Based Compensation (Schedule of Stock Option Valuation Assumptions) (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Dividend yield | 7% | 7.10% |
Expected volatility | 39.70% | 49.20% |
Expected lives | 2 years 10 months 24 days | 2 years 10 months 24 days |
Risk-free interest rate | 4.65% | 1.72% |
Share-Based Compensation (Sch_3
Share-Based Compensation (Schedule Of Stock Option Activity) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding beginning balance (in shares) | 2,216,175 | 1,652,505 |
Options granted (in shares) | 693,000 | |
Options exercised (in shares) | (7,500) | |
Options forfeited (in shares) | (25,000) | (23,000) |
Options expired (in shares) | (60,002) | |
Options outstanding, ending balance (in shares) | 2,516,673 | 2,240,507 |
Stock Options Weighted Average Exercise Price | ||
Options outstanding (in US dollars per share) | $ 70.97 | $ 78.10 |
Options granted (in US dollars per share) | 53.41 | |
Options exercised (in US dollars per share) | 53.41 | |
Options forfeited (in US dollars per share) | 74.67 | 62.33 |
Options expired (in US dollars per share) | 64.33 | |
Options outstanding (in US dollars per share) | $ 68.61 | $ 70.71 |
Stock Options Additional Disclosures | ||
Options exercisable (in shares) | 2,132,828 | 1,719,487 |
Options exercisable (in US dollars per share) | $ 71.21 | $ 74.34 |
Options outstanding (in years) | 2 years 11 months 19 days | |
Options exercisable (in years) | 2 years 8 months 12 days | |
2019 Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options granted (in shares) | 385,500 | |
Options expired (in shares) | (74,498) | |
Stock Options Weighted Average Exercise Price | ||
Options granted (in US dollars per share) | $ 54.73 | |
Options expired (in US dollars per share) | $ 77.93 |
Earnings Per Common Share (Summ
Earnings Per Common Share (Summary Of Calculation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income attributable to common stockholders | $ 34,484 | $ 8,399 |
BASIC: | ||
Weighted average common shares outstanding (in shares) | 43,388,742 | 45,850,686 |
DILUTED: | ||
Weighted average common shares outstanding (in shares) | 43,388,742 | 45,850,686 |
Stock options (in shares) | 2,687 | 375 |
Weighed average dilutive common shares outstanding (in shares) | 43,391,429 | 45,851,061 |
Net income per common share - basic (in US dollars per share) | $ 0.79 | $ 0.18 |
Net income per common share - diluted (in US dollars per share) | $ 0.79 | $ 0.18 |
Incremental anti-dilutive shares excluded: | ||
Net share effect of stock options with an exercise price in excess of the average market price for our common shares (in shares) | 728,524 | 481,068 |
Regular dividends declared per common share (in US dollars per share) | $ 0.90 | $ 0.90 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Fair Value Measurements, Nonrecurring) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Level 3 | Carrying Amount | ||
Fair Value of Financial Instruments [Line Items] | ||
Mortgage and other notes receivable, net | $ 219,942 | $ 233,141 |
Level 3 | Fair Value Measurement | ||
Fair Value of Financial Instruments [Line Items] | ||
Mortgage and other notes receivable, net | 218,959 | 227,611 |
Variable rate debt | Level 2 | Carrying Amount | ||
Fair Value of Financial Instruments [Line Items] | ||
Debt instrument, fair value disclosure | 431,044 | 277,699 |
Variable rate debt | Level 2 | Fair Value Measurement | ||
Fair Value of Financial Instruments [Line Items] | ||
Debt instrument, fair value disclosure | 435,000 | 282,000 |
Fixed rate debt | Level 2 | Carrying Amount | ||
Fair Value of Financial Instruments [Line Items] | ||
Debt instrument, fair value disclosure | 744,970 | 869,812 |
Fixed rate debt | Level 2 | Fair Value Measurement | ||
Fair Value of Financial Instruments [Line Items] | ||
Debt instrument, fair value disclosure | $ 664,993 | $ 773,994 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) property jointVenture operatingSegment | Apr. 01, 2022 property jointVenture | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | operatingSegment | 2 | |
Number of joint ventures | 2 | |
Real Estate | ||
Segment Reporting Information [Line Items] | ||
Properties | property | 164 | |
Capital expenditures | $ | $ 55.8 | |
SHOP | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ | $ 1.1 | |
Holiday Acquisition Holdings | ||
Segment Reporting Information [Line Items] | ||
Number of joint ventures | 2 | |
Independent Living Facility | ||
Segment Reporting Information [Line Items] | ||
Number of joint ventures | 2 | |
Independent Living Facility | SHOP | ||
Segment Reporting Information [Line Items] | ||
Properties | property | 15 | 15 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Rental income | $ 65,299 | $ 64,559 | |
Resident fees and services | 11,700 | 0 | |
Interest income and other | 5,389 | 6,768 | |
Total revenues | 82,388 | 71,327 | |
Senior housing operating expenses | 9,799 | 0 | |
Taxes and insurance on leased properties | 2,619 | 3,038 | |
NOI | 69,970 | ||
Depreciation | 17,617 | 18,272 | |
Interest | 14,027 | 10,198 | |
Legal | 122 | 1,827 | |
Franchise, excise and other taxes | 183 | 244 | |
General and administrative | 5,653 | 8,101 | |
Loan and realty (gains) losses | (418) | 24,528 | |
Gains on sales of real estate, net | (1,397) | (2,981) | |
Net income | 34,183 | $ 8,246 | |
Total assets | 2,533,230 | $ 2,507,424 | |
Operating Segments | Real Estate | |||
Segment Reporting Information [Line Items] | |||
Rental income | 65,299 | ||
Resident fees and services | 0 | ||
Interest income and other | 5,308 | ||
Total revenues | 70,607 | ||
Senior housing operating expenses | 0 | ||
Taxes and insurance on leased properties | 2,619 | ||
NOI | 67,988 | ||
Depreciation | 15,376 | ||
Interest | 759 | ||
Legal | 0 | ||
Franchise, excise and other taxes | 0 | ||
General and administrative | 0 | ||
Loan and realty (gains) losses | (418) | ||
Gains on sales of real estate, net | (1,397) | ||
Net income | 53,668 | ||
Total assets | 2,254,939 | ||
Operating Segments | SHOP | |||
Segment Reporting Information [Line Items] | |||
Rental income | 0 | ||
Resident fees and services | 11,700 | ||
Interest income and other | 0 | ||
Total revenues | 11,700 | ||
Senior housing operating expenses | 9,799 | ||
Taxes and insurance on leased properties | 0 | ||
NOI | 1,901 | ||
Depreciation | 2,227 | ||
Interest | 0 | ||
Legal | 0 | ||
Franchise, excise and other taxes | 0 | ||
General and administrative | 0 | ||
Loan and realty (gains) losses | 0 | ||
Gains on sales of real estate, net | 0 | ||
Net income | (326) | ||
Total assets | 270,085 | ||
Non-segment/Corporate | |||
Segment Reporting Information [Line Items] | |||
Rental income | 0 | ||
Resident fees and services | 0 | ||
Interest income and other | 81 | ||
Total revenues | 81 | ||
Senior housing operating expenses | 0 | ||
Taxes and insurance on leased properties | 0 | ||
NOI | 81 | ||
Depreciation | 14 | ||
Interest | 13,268 | ||
Legal | 122 | ||
Franchise, excise and other taxes | 183 | ||
General and administrative | 5,653 | ||
Loan and realty (gains) losses | 0 | ||
Gains on sales of real estate, net | 0 | ||
Net income | (19,159) | ||
Total assets | $ 8,206 |