Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 24, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2019 | |
Entity File Number | 1-11314 | |
Entity Registrant Name | LTC PROPERTIES INC | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 71-0720518 | |
Entity Address, Address Line One | 2829 Townsgate Road, Suite 350 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | 805 | |
Local Phone Number | 981-8655 | |
Title of 12(b) Security | Common stock, $.01 par value | |
Trading Symbol | LTC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,751,704 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000887905 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Investments: | ||
Land | $ 129,403 | $ 125,358 |
Buildings and improvements | 1,339,543 | 1,290,352 |
Accumulated depreciation and amortization | (340,505) | (312,959) |
Operating real estate property, net | 1,128,441 | 1,102,751 |
Properties held-for-sale, net of accumulated depreciation: 2019-$1,916; 2018-$1,916 | 3,830 | 3,830 |
Real property investments, net | 1,132,271 | 1,106,581 |
Mortgage loans receivable, net of loan loss reserve: 2019-$2,551; 2018-$2,447 | 253,186 | 242,939 |
Real estate investments, net | 1,385,457 | 1,349,520 |
Notes receivable, net of loan loss reserve: 2019-$177; 2018-$128 | 17,552 | 12,715 |
Investments in unconsolidated joint ventures | 24,426 | 30,615 |
Investments, net | 1,427,435 | 1,392,850 |
Other assets: | ||
Cash and cash equivalents | 3,960 | 2,656 |
Restricted cash | 2,108 | 2,108 |
Debt issue costs related to bank borrowings | 2,380 | 2,989 |
Interest receivable | 25,099 | 20,732 |
Straight-line rent receivable, net of allowance for doubtful accounts: 2019-$0; 2018-$746 | 44,814 | 73,857 |
Lease incentives | 2,590 | 14,443 |
Prepaid expenses and other assets | 3,845 | 3,985 |
Total assets | 1,512,231 | 1,513,620 |
LIABILITIES | ||
Bank borrowings | 165,400 | 112,000 |
Senior unsecured notes, net of debt issue costs: 2019-$831; 2018-$938 | 518,469 | 533,029 |
Accrued interest | 3,996 | 4,180 |
Accrued expenses and other liabilities | 30,472 | 31,440 |
Total liabilities | 718,337 | 680,649 |
Stockholders' equity: | ||
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding:2019-39,752; 2018-39,657 | 398 | 397 |
Capital in excess of par value | 865,721 | 862,712 |
Cumulative net income | 1,280,940 | 1,255,764 |
Cumulative distributions | (1,361,625) | (1,293,383) |
Total LTC Properties, Inc. stockholders' equity | 785,434 | 825,490 |
Non-controlling interests | 8,460 | 7,481 |
Total equity | 793,894 | 832,971 |
Total liabilities and equity | $ 1,512,231 | $ 1,513,620 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Properties held-for-sale, accumulated depreciation | $ 1,916 | $ 1,916 |
Mortgage loans receivable, loan loss reserve | 2,551 | 2,447 |
Notes receivable, loan loss reserve | 177 | 128 |
Straight-line rent receivable, allowance for doubtful accounts | $ 0 | $ 746 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000 | 60,000 |
Common stock, shares issued | 39,752 | 39,657 |
Common stock, shares outstanding | 39,752 | 39,657 |
Senior Unsecured Notes | ||
Debt issue costs, net | $ 831 | $ 938 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Rental income | $ 38,665 | $ 114,566 | ||
Rental income | $ 34,211 | $ 102,646 | ||
Interest income from mortgage loans | 7,646 | 7,087 | 22,308 | 20,910 |
Interest and other income | 808 | 478 | 1,967 | 1,502 |
Total revenues | 47,119 | 41,776 | 138,841 | 125,058 |
Expenses: | ||||
Interest expense | 7,827 | 7,497 | 23,004 | 22,981 |
Depreciation and amortization | 9,932 | 9,447 | 29,399 | 28,159 |
(Recovery) provision for doubtful accounts | (14) | 106 | 153 | 76 |
Transaction costs | 75 | 9 | 275 | 19 |
Property tax expense | 4,270 | 12,566 | ||
General and administrative expenses | 4,745 | 4,879 | 13,912 | 14,392 |
Total expenses | 26,835 | 21,938 | 79,309 | 65,627 |
Other operating income: | ||||
Gain on sale of real estate, net | 6,236 | 14,353 | 6,736 | 62,698 |
Operating income | 26,520 | 34,191 | 66,268 | 122,129 |
Income from unconsolidated joint ventures | 760 | 746 | 1,973 | 2,103 |
Net income | 27,280 | 34,937 | 68,241 | 124,232 |
Income allocated to non-controlling interests | (88) | (17) | (257) | (17) |
Net income attributable to LTC Properties, Inc. | 27,192 | 34,920 | 67,984 | 124,215 |
Income allocated to participating securities | (112) | (138) | (298) | (504) |
Net income available to common stockholders | $ 27,080 | $ 34,782 | $ 67,686 | $ 123,711 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.68 | $ 0.88 | $ 1.71 | $ 3.13 |
Diluted (in dollars per share) | $ 0.68 | $ 0.88 | $ 1.69 | $ 3.12 |
Weighted average shares used to calculate earnings per common share: | ||||
Basic (in shares) | 39,586 | 39,487 | 39,565 | 39,470 |
Diluted (in shares) | 39,965 | 39,865 | 39,944 | 39,845 |
Dividends declared and paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | $ 1.71 | $ 1.71 |
Comprehensive Income: | ||||
Net income | $ 27,280 | $ 34,937 | $ 68,241 | $ 124,232 |
Comprehensive income | $ 27,280 | $ 34,937 | $ 68,241 | $ 124,232 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Parent | Common Stock | Capital in Excess of Par Value | Cumulative Net Income | Cumulative Distributions | Non-controlling Interests | Total |
Balance at beginning of period at Dec. 31, 2017 | $ 755,160,000 | $ 396,000 | $ 856,992,000 | $ 1,100,783,000 | $ (1,203,011,000) | $ 3,488,000 | $ 758,648,000 |
Balance (in shares) at Dec. 31, 2017 | 39,570,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,578,000) | (22,578,000) | (22,578,000) | ||||
Issuance of restricted stock (in shares) | 82,000 | ||||||
Stock option exercises | 123,000 | 123,000 | 123,000 | ||||
Stock option exercises (in shares) | 5,000 | ||||||
Stock-based compensation expense | 1,376,000 | 1,376,000 | 1,376,000 | ||||
Net income | 20,359,000 | 20,359,000 | 20,359,000 | ||||
Other | (1,065,000) | (1,065,000) | (1,065,000) | ||||
Other (in shares) | (28,000) | ||||||
Balance at end of period at Mar. 31, 2018 | 753,375,000 | $ 396,000 | 857,426,000 | 1,121,142,000 | (1,225,589,000) | 3,488,000 | 756,863,000 |
Balance (in shares) at Mar. 31, 2018 | 39,629,000 | ||||||
Balance at beginning of period at Dec. 31, 2017 | 755,160,000 | $ 396,000 | 856,992,000 | 1,100,783,000 | (1,203,011,000) | 3,488,000 | $ 758,648,000 |
Balance (in shares) at Dec. 31, 2017 | 39,570,000 | ||||||
Equity activity | |||||||
Stock option exercises (in shares) | 5,000 | ||||||
Net income | $ 124,232,000 | ||||||
Balance at end of period at Sep. 30, 2018 | 815,842,000 | $ 397,000 | 861,226,000 | 1,224,998,000 | (1,270,779,000) | 7,451,000 | 823,293,000 |
Balance (in shares) at Sep. 30, 2018 | 39,657,000 | ||||||
Balance at beginning of period at Mar. 31, 2018 | 753,375,000 | $ 396,000 | 857,426,000 | 1,121,142,000 | (1,225,589,000) | 3,488,000 | 756,863,000 |
Balance (in shares) at Mar. 31, 2018 | 39,629,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,590,000) | (22,590,000) | (22,590,000) | ||||
Issuance of restricted stock | (8,000) | (8,000) | (8,000) | ||||
Issuance of restricted stock (in shares) | 9,000 | ||||||
Stock-based compensation expense | 1,521,000 | 1,521,000 | 1,521,000 | ||||
Net income | 68,936,000 | 68,936,000 | 68,936,000 | ||||
Non-controlling interests contribution | 1,081,000 | 1,081,000 | |||||
Other | (107,000) | (107,000) | (107,000) | ||||
Other (in shares) | (3,000) | ||||||
Balance at end of period at Jun. 30, 2018 | 801,127,000 | $ 396,000 | 858,832,000 | 1,190,078,000 | (1,248,179,000) | 4,569,000 | 805,696,000 |
Balance (in shares) at Jun. 30, 2018 | 39,635,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,600,000) | (22,600,000) | (22,600,000) | ||||
Proceeds from common stock issued, net of issuance costs | 929,000 | $ 1,000 | 928,000 | 929,000 | |||
Proceeds from common stock issued, net of issuance costs (in shares) | 22,000 | ||||||
Stock-based compensation expense | 1,487,000 | 1,487,000 | 1,487,000 | ||||
Net income | 34,920,000 | 34,920,000 | 17,000 | 34,937,000 | |||
Non-controlling interests contribution | 2,882,000 | 2,882,000 | |||||
Non-controlling interest distributions | (17,000) | (17,000) | |||||
Other | (21,000) | (21,000) | (21,000) | ||||
Balance at end of period at Sep. 30, 2018 | 815,842,000 | $ 397,000 | 861,226,000 | 1,224,998,000 | (1,270,779,000) | 7,451,000 | 823,293,000 |
Balance (in shares) at Sep. 30, 2018 | 39,657,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,604,000) | (22,604,000) | (22,604,000) | ||||
Stock-based compensation expense | 1,486,000 | 1,486,000 | 1,486,000 | ||||
Net income | 30,766,000 | 30,766,000 | 78,000 | 30,844,000 | |||
Non-controlling interest distributions | (48,000) | (48,000) | |||||
Balance at end of period at Dec. 31, 2018 | 825,490,000 | $ 397,000 | 862,712,000 | 1,255,764,000 | (1,293,383,000) | 7,481,000 | 832,971,000 |
Balance (in shares) at Dec. 31, 2018 | 39,657,000 | ||||||
Equity activity | |||||||
Cumulative effect of the adoption of the ASC 842 | (42,808,000) | (42,808,000) | (42,808,000) | ||||
As Adjusted Balance at January 1, 2019 | 782,682,000 | $ 397,000 | 862,712,000 | 1,212,956,000 | (1,293,383,000) | 7,481,000 | 790,163,000 |
Common stock cash distributions | (22,931,000) | (22,931,000) | (22,931,000) | ||||
Common stock cash distributions (in shares) | 48,000 | ||||||
Issuance of restricted stock | (1,000) | (1,000) | (1,000) | ||||
Issuance of restricted stock (in shares) | 78,000 | ||||||
Stock-based compensation expense | 1,689,000 | 1,689,000 | 1,689,000 | ||||
Net income | 20,346,000 | 20,346,000 | 81,000 | 20,427,000 | |||
Non-controlling interests contribution | 919,000 | 919,000 | |||||
Non-controlling interest distributions | (89,000) | (89,000) | |||||
Other | (2,024,000) | (2,024,000) | (2,024,000) | ||||
Other (in shares) | (44,000) | ||||||
Balance at end of period at Mar. 31, 2019 | 779,761,000 | $ 397,000 | 862,376,000 | 1,233,302,000 | (1,316,314,000) | 8,392,000 | 788,153,000 |
Balance (in shares) at Mar. 31, 2019 | 39,739,000 | ||||||
Balance at beginning of period at Dec. 31, 2018 | 825,490,000 | $ 397,000 | 862,712,000 | 1,255,764,000 | (1,293,383,000) | 7,481,000 | $ 832,971,000 |
Balance (in shares) at Dec. 31, 2018 | 39,657,000 | ||||||
Equity activity | |||||||
Stock option exercises (in shares) | 5,000 | ||||||
Net income | $ 68,241,000 | ||||||
Balance at end of period at Sep. 30, 2019 | 785,434,000 | $ 398,000 | 865,721,000 | 1,280,940,000 | (1,361,625,000) | 8,460,000 | 793,894,000 |
Balance (in shares) at Sep. 30, 2019 | 39,752,000 | ||||||
Balance at beginning of period at Mar. 31, 2019 | 779,761,000 | $ 397,000 | 862,376,000 | 1,233,302,000 | (1,316,314,000) | 8,392,000 | 788,153,000 |
Balance (in shares) at Mar. 31, 2019 | 39,739,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,653,000) | (22,653,000) | (22,653,000) | ||||
Issuance of restricted stock | (6,000) | (6,000) | (6,000) | ||||
Issuance of restricted stock (in shares) | 8,000 | ||||||
Stock-based compensation expense | 1,623,000 | 1,623,000 | 1,623,000 | ||||
Net income | 20,446,000 | 20,446,000 | 88,000 | 20,534,000 | |||
Non-controlling interests contribution | 46,000 | 46,000 | |||||
Non-controlling interest distributions | (87,000) | (87,000) | |||||
Balance at end of period at Jun. 30, 2019 | 779,171,000 | $ 397,000 | 863,993,000 | 1,253,748,000 | (1,338,967,000) | 8,439,000 | 787,610,000 |
Balance (in shares) at Jun. 30, 2019 | 39,747,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,658,000) | (22,658,000) | (22,658,000) | ||||
Stock option exercises | 123,000 | $ 1,000 | 122,000 | 123,000 | |||
Stock option exercises (in shares) | 5,000 | ||||||
Stock-based compensation expense | 1,626,000 | 1,626,000 | 1,626,000 | ||||
Net income | 27,192,000 | 27,192,000 | 88,000 | 27,280,000 | |||
Non-controlling interest distributions | (67,000) | (67,000) | |||||
Other | (20,000) | (20,000) | (20,000) | ||||
Balance at end of period at Sep. 30, 2019 | $ 785,434,000 | $ 398,000 | $ 865,721,000 | $ 1,280,940,000 | $ (1,361,625,000) | $ 8,460,000 | $ 793,894,000 |
Balance (in shares) at Sep. 30, 2019 | 39,752,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF EQUITY | |||||||
Dividends paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net income | $ 68,241 | $ 124,232 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 29,399 | 28,159 |
Stock-based compensation expense | 4,938 | 4,384 |
Gain on sale of real estate, net | (6,736) | (62,698) |
Income from unconsolidated joint ventures | (1,973) | (2,103) |
Income distributions from unconsolidated joint ventures | 2,577 | 1,727 |
Insurance proceeds for damaged property | 2,619 | |
Payment for remediation of damaged property | (455) | |
Straight-line rental income | (3,598) | (8,629) |
Adjustment for collectibility of rental income | 1,926 | |
Lease incentives funded | (322) | (1,272) |
Amortization of lease incentives | 281 | 1,651 |
Provision for doubtful accounts | 153 | 76 |
Non-cash interest related to contingent liabilities | 377 | |
Other non-cash items, net | 760 | 923 |
Increase in interest receivable | (4,367) | (4,240) |
Decrease in accrued interest payable | (184) | (1,808) |
Net change in other assets and liabilities | (1,003) | 495 |
Net cash provided by operating activities | 90,092 | 83,438 |
INVESTING ACTIVITIES: | ||
Investment in real estate properties | (38,334) | (40,408) |
Investment in real estate developments | (15,052) | (25,717) |
Investment in real estate capital improvements | (2,121) | (2,063) |
Capitalized interest | (441) | (850) |
Proceeds from sale of real estate, net | 8,068 | 82,340 |
Investment in real estate mortgage loans receivable | (10,919) | (20,530) |
Principal payments received on mortgage loans receivable | 565 | 1,636 |
Investments in unconsolidated joint ventures | (394) | (580) |
Proceeds from dissolution of unconsolidated joint ventures | 6,601 | |
Advances and originations under notes receivable | (8,531) | (50) |
Principal payments received on notes receivable | 3,446 | 3,848 |
Net cash used in investing activities | (57,112) | (2,374) |
FINANCING ACTIVITIES: | ||
Bank borrowings | 73,400 | 96,500 |
Repayment of bank borrowings | (20,000) | (73,000) |
Principal payments on senior unsecured notes | (14,667) | (20,166) |
Proceeds from common stock issued | 1,005 | |
Stock option exercises | 123 | 123 |
Distributions paid to stockholders | (68,241) | (67,768) |
Contribution from non-controlling interests | 46 | 3,963 |
Distributions paid to non-controlling interests | (243) | |
Financing costs paid | (41) | (3,162) |
Other | (2,053) | (1,201) |
Net cash used in financing activities | (31,676) | (63,706) |
Increase in cash, cash equivalents and restricted cash | 1,304 | 17,358 |
Cash, cash equivalents and restricted cash, beginning of period | 4,764 | 5,213 |
Cash, cash equivalents and restricted cash, end of period | 6,068 | 22,571 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 22,431 | $ 23,869 |
Non-cash investing and financing transactions: | ||
Reclassification of notes receivable to lease incentives | 200 | |
Contribution from non-controlling interests | $ 919 |
General
General | 9 Months Ended |
Sep. 30, 2019 | |
The Company | |
General | 1. Genera l LTC Properties, Inc., a health care real estate investment trust (“REIT”), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision-making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), assisted living communities (“ALF”), independent living communities (“ILF”), memory care communities (“MC”) and combinations thereof. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment. We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the nine months ended September 30, 2019 and 2018 are not necessarily indicative of the results for a full year. No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. New Accounting Pronouncements New Accounting Standards Adopted by Our Company In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) Revenue Recognition ASC Topic 606 Topic 606 Revenue From Contracts With Customers revenue recognition. We concluded that adoption of this standard did not have an impact on our results of operations or financial condition, as our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASC 606. Leases Topic 842. Leases Topic 842, Leases ASC 842 requires lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance of operating leases. ASC 842 requires the lessors to identify lease and non-lease components of a lease agreement. Revenue related to non-lease components under lease agreements will be subject to the revenue recognition standard, upon adoption of this standard. Also, the new standard narrows definition of initial direct costs. Accordingly, upon adoption of the new standard, certain costs (primarily legal costs related to lease negotiations) should be expensed rather than capitalized. Further, per ASC 842, lessors are required to assess the probability of collecting substantially all of the lease payments. The standard defines collectibility as lessee’s ability and intent to pay. If collectibility of substantially all of the lease payments through maturity is not probable, the lease income recorded during the period would be limited to lesser of the income that would have been recognized if collection were probable, and the lease payments received. If the assessment of collectibility changes, any difference between the lease income that would have been recognized and the lease payments should be recognized as an adjustment to lease income. At adoption, lessors are required to perform a lease-by-lease analysis for collectibility of all lease payments through maturity. If at adoption, it is not probable that substantially all of the lease obligations through maturity will be collected, a cumulative adjustment to equity should be made to reflect all of the lease obligations which are not probable to be collected. Additionally, ASC 842 provides lessors with the option to elect a practical expedient allowing them to not separate lease and non-lease components and instead, to account for those components as a single lease component. This practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. This practical expedient causes an entity to assess whether a contract is predominantly lease-based or service-based and recognize the entire contract under the relevant accounting guidance (i.e., predominantly lease-based would be accounted for under ASC 842 and predominantly service-based would be accounted for under the ASC 606). This practical expedient option is available as a single election that must be consistently applied to all existing leases at the date of adoption. Also, ASC 842 provides a practical expedient that allows companies to use an optional transition method. Under the optional transition method, a cumulative adjustment to equity during the period of adoption is recorded and prior periods would not require restatement. Consequently, entities that elect both the practical expedient and the optional transitional method will apply the new lease ASC prospectively to leases commencing or modified after January 1, 2019 and will not be required to apply the disclosures under the new lease standard to comparative periods. ASC 842 has subsequently been amended by other issued Accounting Standards Update (“ASU”) to clarify and improve the standard as well as to provide certain practical expedients. In December 2018, the FASB issued ASU 2018-20 (“ASU 2018-20”), Narrow-Scope Improvements for Lessors, Leases (Topic 842), Codification Improvements Adoption of ASC 842. Upon adoption of the standard, we elected the practical expedients provided for in ASC 842, including: ● No reassessment of whether any expired or existing contracts were or contained leases; ● No reassessment of the lease classification for any expired or existing leases; ● No reassessment of initial direct costs for any existing leases; and ● No separation of lease and non-lease components. As a lessee, we have an office lease agreement with a 5-year remaining term which was classified as an operating lease under ASC 840. Due to election of the package of practical expedients, upon adoption of ASC 842 this lease agreement will continue to be classified as operating lease. For the nine months ended September 30, 2019, we recorded $224,000 of rent expense related to this lease agreement. Adoption of ASC 842 resulted in recording a right-of use asset and a lease liability which represents the present value of the remaining minimum lease payments using our incremental borrowing rate. At September 30, 2019, the balance of the right-of use asset and the lease liability related to our office lease agreement were $1,354,000. As a lessor, our properties are leased subject to non-cancelable operating leases. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Upon adoption of ASC 842, we recorded real estate taxes that are reimbursed by our operators as Rental Income Property tax expense Consolidated Statements of Income and Comprehensive Income Rental Income Furthermore, upon adoption of ASC 842, we assessed the probability of collecting substantially all of our lease payments through maturity. As previously reported, we have been monitoring Anthem Memory Care (“Anthem”), Thrive Senior Living, LLC (“Thrive”), Preferred Care, Inc. (“Preferred Care”) and Senior Care Centers, LLC. (“Senior Care”) due to cash flow concerns, performance concerns and/or bankruptcy filing. In conjunction with adoption of ASC 842, we evaluated our straight-line rent receivable and lease incentive balances related to the noted operators and determined that we do not have the level of collectibility certainty required by the standard to record the straight-line rent receivable. Accordingly, we wrote-off the straight-line rent receivable and lease incentive balances associated with these leases. Also, we wrote-off our 1% general straight-line rent receivable reserve. These balances totaled $42,808,000 and were written-off to equity effective January 1, 2019 as required by ASC 842. During the nine months ended September 30, 2019, we received cash rent from Anthem, Thrive, Preferred Care and Senior Care. The total amount of rental income received from these operators was $26,135,000 and is included in Rental Income Consolidated Statements of Income and Comprehensive Income New Accounting Standards Not Yet Adopted by Our Company In 2016, the FASB issued ASU No. 2016-13 , Measurement of Credit Losses on Financial Instruments |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate Investments | |
Real Estate Investments | 2. Real Estate Investments Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (collectively “ALF”). Any reference to the number of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. Owned Properties. (i) a specified percentage increase over the prior year’s rent, generally between 2.0% and 3.0% ; (ii) a calculation based on the Consumer Price Index; (iii) as a percentage of facility net patient revenues in excess of base amounts; or (iv) specific dollar increases. Our leases that contain fixed annual rental escalations and/or have annual rental escalations that are contingent upon changes in the Consumer Price Index, are generally recognized on a straight-line basis over the minimum lease period. Certain leases have annual rental escalations that are contingent upon changes in the gross operating revenues of the property. This revenue is not recognized until the appropriate contingencies have been resolved. The following table summarizes our investments in owned properties at September 30, 2019 (dollar amounts in thousands) Average Percentage Number Number of Investment Gross of of SNF ALF per Type of Property Investment Investment Properties (1) Beds Units Bed/Unit Assisted Living $ 844,635 57.3 % 105 — 6,070 $ 139.15 Skilled Nursing 605,763 41.1 % 72 8,835 261 $ 66.60 Under Development (2) 12,934 0.9 % — — — — Other (3) 11,360 0.7 % 1 118 — — Total $ 1,474,692 100.0 % 178 8,953 6,331 (1) We own properties in 28 states that are leased to 30 different operators. (2) Represents a 78 -unit ALF/MC located in Oregon and a 90 -bed SNF located in Missouri. (3) Includes three parcels of land held-for-use, and one behavioral health care hospital. Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent receivable, amortization of lease incentives and renewal options are as follows (in thousands): Cash Rent (1) 2019 $ 32,265 2020 132,387 2021 124,338 2022 125,420 2023 127,027 Thereafter 731,116 (1) Represents contractual cash rent, except for four master leases which are based on cash rents. See below for more information. During 2017, we issued a notice of default to Anthem Memory Care (“Anthem”) resulting from Anthem’s partial payment of minimum rent. Anthem operates 11 memory care communities under a master lease. We currently estimate that Anthem will pay $7,500,000 of annual cash rent during 2019. This amount represents approximately 50% of the contractual amount due under the lease in 2019. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Anthem and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. During 2017, Preferred Care, Inc. (“Preferred Care”) and affiliated entities filed for Chapter 11 bankruptcy as a result of a multi-million-dollar judgment in a lawsuit in Kentucky against Preferred Care and certain affiliated entities. The affiliated entities named in the lawsuit operate properties in Kentucky and New Mexico. Preferred Care leased 24 properties under two master leases from us and none of the 24 properties are located in Kentucky or New Mexico. Those 24 properties are in Arizona, Colorado, Iowa, Kansas and Texas. The Preferred Care operating entities that sublease those properties did not file for bankruptcy. The court ordered deadline for affirmation or rejection of the lease passed without action by Preferred Care. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Preferred Care and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. During the third quarter of 2019, Preferred Care began paying only $55,000 of monthly rent. The rental obligation under unconfirmed lease was approximately $1,000,000. We applied all of their security deposit to rental income during the third quarter and recorded only the $55,000 cash received in October 2019 to rental income. We are working with Preferred Care on options for the portfolio which likely will include selling the majority of the properties. In October of 2019, we entered into multiple contracts to sell a portion of the properties and are negotiating contracts to sell the remainder of the properties. The contracts are subject to standard due diligence and other contingencies to close. Should these conditions be met, we anticipate reclassifying these properties to held-for-sale. On December 4, 2018, Senior Care Centers, LLC. and affiliates and subsidiaries (“Senior Care”) filed for Chapter 11 bankruptcy as a result of lease terminations from certain landlords and on-going operational challenges. Senior Care did not pay us December 2018 rent, but has paid us January to October 2019 rent, real estate property tax and maintenance deposits. In December 2018, we placed Senior Care on a cash basis. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Senior Care and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. Pursuant to the U.S. Bankruptcy Code, Senior Care had an initial period of 120 days from the petition date to assume or reject the lease. However, the Bankruptcy Code also provides that the court may extend this initial 120-day period for an additional 90 days. Accordingly, Senior Care requested, and the court approved an additional 90 days, which ended on July 2, 2019, to assume or reject the lease. In July 2019, Senior Care filed a motion attempting to affirm the lease. We subsequently filed an objection in opposition to Senior Care’s motion. During the fourth quarter of 2019, the court rejected our motion and accordingly, our master lease with Senior Care was affirmed. At October 4, 2019, as of court filing, the court has ordered Senior Care to pay us unpaid rent from December 2018, late fees and legal costs totaling $1,596,000 by the earlier of the bankruptcy plan effective date or December 16, 2019. During the three months ended March 31, 2019, we placed Thrive Senior Living, LLC. (“Thrive”) on a cash basis due to short-payment of contractual rent in November 2018 and non-payment of rent in December 2018 totaling $700,000. This rent was subsequently received in 2019. Thrive did not pay 2019 contractual rent. In April 2019, we issued a notice of default to Thrive. In accordance with ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Thrive and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as of January 1, 2019, as required by the ASC 842 transition guidance. We completed the following for all of the properties in the Thrive portfolio. As of September 30, 2019, Thrive does not operate any property in our portfolio: ● Transitioned two memory care communities located in Ohio and Kentucky with a total of 120 -units to an operator new to our portfolio during the second quarter of 2019. The memory care communities are under a 10-year lease term with initial cash rent of $1,250,000 in year one, $1,500,000 in year two, $1,975,000 in year three and $2,150,000 in year four. Rent may increase subject to a contingent escalation formula commencing in year five and annually thereafter. The lease provides the lessee with a purchase option available between 2028-2029; ● Transitioned a 56 -unit memory care community located in Texas to an existing operator and added the memory care community to an existing master lease during the second quarter of 2019. As a result of this transition, annual cash rent under the existing master lease was increased by $400,000 effective June 1, 2019 and will increase by an additional $300,000 on June 1, 2020 and 2.5% annually thereafter. Additionally, LTC will be entitled to incremental rent calculated as a percentage of increases in gross revenues generated by the property above an established threshold; ● Transitioned two memory care communities in Georgia and South Carolina with a total of 159 -units to an existing operator during the third quarter of 2019. The new 2-year lease agreement has an initial annual cash rent of $1,762,000 . The lease provides the lessee one month free rent and the option to defer up to 50% of contractual rent through December 2019. Rent increases 3.5% in year two; and ● Transitioned the remaining 60 -unit memory care community located in Florida to an existing operator effective August 1, 2019. The new 10-year lease provides the lessee twelve months free rent, rent of $450,000 in year two and $600,000 in year three and thereafter. In year two the lessee has the option to defer rent in an amount not to exceed $150,000 . Rent may increase subject to a contingent escalation formula commencing in year three and annually thereafter. Additionally, the lease provides the lessee with a purchase option available between 2028 and 2029. The following table summarizes components of our rental income for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Rental Income 2019 2018 2019 2018 Base cash rental income $ 33,754 (1) $ 31,506 $ 100,687 (1) $ 95,273 Variable cash rental income 3,926 (2) 76 (2) 12,488 (2) 395 (2) Straight-line rent 1,085 (3) 3,189 3,598 (3) 8,629 Adjustment for collectibility of rental income — — (1,926) (4) — Amortization of lease incentives (100) (560) (281) (1,651) Total $ 38,665 $ 34,211 $ 114,566 $ 102,646 (1) Increased due to acquisitions, developments and capital improvements partially offset due to reduced rent from sold properties and properties transitioned to other operators . (2) The three months ended September 30, 2019 variable rental income includes $77 related to contingent rental income and $3,849 related to our real estate taxes which were reimbursed by our operators. The nine months ended September 30, 2019 variable rental income includes $394 related to contingent rental income and $12,094 related to our real estate taxes which were reimbursed by our operators. Per the provisions of ASC 842, any lessor cost, paid by the lessor and reimbursed by the lessee, must be included as a lease payment. As discussed above, we adopted ASC 842 using a modified retrospective approach as of the adoption date of January 1, 2019. Accordingly, we are not required to report this revenue stream for periods prior to January 1, 2019. (3) In accordance with ASC 842 lease accounting guidance, we evaluated the collectibility of lease payments through maturity and determined that it was not probable that we would collect substantially all of the contractual obligations from Anthem, Thrive, Preferred Care and Senior Care leases through maturity. Decreased due to these leases being accounted for on cash-basis as of January 1, 2019. (4) During the first quarter of 2019, we terminated a lease agreement and transitioned two operating seniors housing communities under the lease agreement to a new operator. As a result of the lease termination, we wrote-off $1,926 straight-line rent receivable to contra-revenue in accordance with ASC 842. Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements (dollar amount in thousands): Type Number of of Gross Carrying Option State Property Properties Investments Value Window California ALF/MC 2 $ 38,895 $ 36,777 2024-2029 California ALF 2 28,246 15,551 2021-TBD (1) Florida MC 1 14,201 12,845 2028-2029 Kentucky and Ohio MC 2 30,087 28,007 2028-2029 Texas MC 2 25,265 24,490 2025-2027 South Carolina ALF/MC 1 11,680 10,939 2028-2029 Total $ 148,374 $ 128,609 (1) The option window ending date will be either 24 months or 48 months after the option window commences, based on certain contingencies. Acquisitions and Developments: The following table summarizes our acquisitions for the nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Total Number Number Purchase Transaction Acquisition of of Year Type of Property Price Costs (1) Costs Properties Beds/Units 2019 Skilled Nursing (2) $ 19,500 $ 77 $ 19,577 1 90 Assisted Living (3) 16,719 176 16,895 1 74 Land (4) 2,732 49 2,781 — — Total $ 38,951 $ 302 $ 39,253 2 164 2018 Assisted Living (5) (6) $ 39,600 $ 65 $ 39,665 3 177 Land (6) 695 48 743 — — Total $ 40,295 $ 113 $ 40,408 3 177 (1) Represents cost associated with our acquisitions; however, upon adoption of ASU 2017-01, our acquisitions meet the definition of an asset acquisition resulting in capitalization of transaction costs to the properties’ basis. For our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Transaction costs per our Consolidated Statements of Income and Comprehensive Income represents current and prior year transaction costs due to timing and terminated transactions. (2) We acquired a newly constructed 90 -bed SNF located in Missouri. (3) We entered into a joint venture (“ JV”) (consolidated on our financial statements) to purchase an existing operational 74 -unit ALF/MC community. The non-controlling partner contributed $919 of equity and we contributed $15,971 in cash. Our economic interest in the real estate JV is approximately 95% . (4) We acquired a parcel of land adjacent to an existing SNF in California. Additionally, we acquired a parcel of land and development of a 90 -bed SNF in Missouri. The commitment totals approximately $17,400 . (5) We acquired two MC properties in Texas. (6) We entered into a JV (consolidated on our financial statements) to purchase an existing operational 89 -unit ILF and to own the real estate and develop a 78 -unit ALF/MC for $18,108 in Oregon. During he following in development and improvement projects (in thousands) : Nine Months Ended September 30, 2019 2018 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ 10,266 $ 1,826 $ 19,251 $ 1,131 Skilled Nursing Centers 4,786 — 6,466 500 Other — 295 — 432 Total $ 15,052 $ 2,121 $ 25,717 $ 2,063 Completed Developments. (dollar amounts in thousands): Number Type Number of of of Total Year Type of Project Properties Property Beds/Units State Investment 2019 Development 1 SNF 143 Kentucky $ 24,496 Development 1 ILF/ALF/MC 110 Wisconsin 21,893 Total 2 253 $ 46,389 2018 Development 1 MC 66 Illinois $ 13,974 Total 1 66 $ 13,974 Properties held-for-sale (dollar amounts in thousands): Type Number Number of of Gross Accumulated of State Property Properties Investment Depreciation Beds/units Texas ILF 1 $ 5,746 $ 1,916 140 Properties Sold. (dollar amounts in thousands): Type Number Number Net of of of Sales Carrying Gain Year State Properties Properties Beds/Units Price Value (Loss) 2019 N/A N/A — — $ — $ — $ 500 (1) Georgia SNF 1 148 7,920 1,639 6,236 Total 2019 1 148 $ 7,920 $ 1,639 $ 6,736 2018 Alabama SNF 2 285 $ 17,525 $ 3,272 $ 14,253 Kansas ALF (2) — — 350 346 — Ohio and Pennsylvania ALF (1) 6 320 67,500 16,352 48,445 Total 2018 8 605 $ 85,375 $ 19,970 $ 62,698 (1) Gain recognized due to the receipt of funds held in escrow related to a portfolio of six ALFs sold during the second quarter of 2018. (2) We sold land adjacent to an existing ALF community in Kansas. Mortgage Loans. (dollar amounts in thousands) Type Percentage Number of Investment Gross of of SNF per Interest Rate (1) Maturity Investment Property Investment Loans (2) Properties (3) Beds Bed/Unit 9.7% 2043 $ 186,510 SNF 72.9 % 1 15 2,029 $ 91.92 9.2% 2045 34,886 SNF 13.6 % 1 4 501 $ 69.63 9.4% 2045 19,391 SNF 7.6 % 1 2 205 $ 94.59 9.4% 2045 14,950 SNF 5.9 % 1 1 157 $ 95.22 Total $ 255,737 100.0 % 4 22 2,892 $ 88.43 (1) The majority of the mortgage loans provide for annual increases in the interest rate after a certain time period based upon a specified increase of 2.25% . (2) Some loans contain certain guarantees, provide for certain facility fees and the majority of the mortgage loans have a 30-year term. (3) The properties securing these mortgage loans are located in one state and are operated by one operator. The following table summarizes our mortgage loan activity for the nine months ended September 30, 2019 and 2018 (in thousands): Nine Months Ended September 30, 2019 2018 Originations and funding under mortgage loans receivable $ 10,919 (1) $ 20,530 (2) Pay-offs received — (1,086) Scheduled principal payments received (565) (550) Mortgage loan premium amortization (3) (3) Provision for loan loss reserve (104) (189) Net increase in mortgage loans receivable $ 10,247 $ 18,702 (1) During 2019, we funded an additional $7,500 under an existing mortgage loan. The incremental funding bears interest at 9.41% , fixed for two years , and escalating by 2.25% thereafter. (2) During 2018, we funded an additional $7,400 under an existing mortgage loan for the purchase of a 112 -bed SNF in Michigan. The incremental funding bears interest at 8.7% , fixed for five years , and escalating by 2.25% thereafter. Also, we funded additional loan proceeds of $7,125 under an existing mortgage loan for the purchase of a 126 -bed skilled nursing center in Michigan. This incremental funding bears interest at 9.41% , fixed for five years , and escalating by 2.25% thereafter. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Unconsolidated Joint Ventures | |
Investment in Unconsolidated Joint Ventures | 3. Investment in Unconsolidated Joint Ventures The following table summarizes our investment in an unconsolidated joint venture (dollar amounts in thousands): Type Type Total Currently Number of of Preferred Paid in of Investment Carrying State Properties Investment Return Cash Beds/ Units Commitment Value Arizona ALF/MC/ILF Preferred Equity (1) 15 % 8 % (2) 585 $ 25,650 $ 24,426 Total 585 $ 25,650 $ 24,426 (1) We have concluded that the JV is a variable interest entity (“VIE”) in accordance with GAAP. However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the JV. Therefore, we account for the JV investment using the equity method. (2) Effective second quarter of 2019, this JV was placed on cash basis due to delinquency of our preferred return. Subsequent to September 30, 2019, the JV in which we hold our preferred equity investment signed a letter of intent for the sale of the four properties comprising the JV. Concurrently, the JV is pursuing a refinancing alternative to take advantage of lower interest rates in today’s market. Based upon the information available to us regarding available alternatives and courses of action as of September 30, 2019, we performed a recoverability test on the carrying amount of our preferred equity investment and concluded the preferred equity investment was not impaired. The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures (in thousands): Type of Capital Income Cash Interest Year Properties Contribution Recognized Received 2019 ALF/MC/ILF $ 394 $ 614 $ 1,166 ALF/ILF/MC (1) — (1) 955 (1) 979 (1) ALF/MC (2) — (2) 404 (2) 432 (2) Total $ 394 $ 1,973 $ 2,577 2018 ALF/MC/ILF $ 580 $ 1,490 $ 1,436 ALF/ILF/MC (1) — (1) 383 (1) 291 (1) ALF/MC (2) — (2) 230 (2) — (2) Total $ 580 $ 2,103 $ 1,727 (1) We had a $2,900 mezzanine loan commitment for a 99 -unit seniors housing community in Florida with a total preferred return of 15% . The mezzanine loan was an ADC arrangement which we determined it to have characteristics similar to a jointly-owned arrangement and recorded it as an unconsolidated joint venture. Since interest payments were deferred and no interest was recorded for the first twelve months of the loan, we used the effective interest method in accordance with GAAP to recognize interest income and recorded the difference between the effective interest income and cash interest income to the loan principal balance. During the third quarter of 2019, the mezzanine loan was paid off. (2) We had a $3,400 mezzanine loan commitment for the development of a 127 -unit seniors housing community in Florida with a total preferred return of 15% . The mezzanine loan was an ADC arrangement which we determined it to have characteristics similar to a jointly-owned arrangement and recorded it as an unconsolidated joint venture. During the first quarter of 2019, the mezzanine loan was paid off. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2019 | |
Notes Receivable. | |
Notes Receivable | 4. Notes Receivable Notes receivable consists of mezzanine loans and other loan arrangements. The following table is a summary of our notes receivable components as of September 30, 2019 and December 31, 2018 (in thousands): At September 30, 2019 At December 31, 2018 Mezzanine loans $ 13,284 $ 9,868 Other loans 4,445 2,975 Notes receivable reserve (177) (128) Total $ 17,552 $ 12,715 The following tables summarizes our notes receivable activity for the nine months ended September 30, 2019 and 2018 ( dollar amounts in thousands Nine Months Ended September 30, 2019 2018 Advances under notes receivable $ 8,531 (1) $ 50 Principal payments received under notes receivable (3,446) (3,848) Reclassified to lease incentives (2) (200) (2) — Notes receivable reserve (48) 38 Total $ 4,837 $ (3,760) (1) We originated a $6,800 mezzanine loan commitment for the development of a 204 -unit ILF/ALF/MC in Georgia. The mezzanine loan has a five-year term and a 12.0% return, a portion of which is paid in cash, and the remaining portion of which is deferred during the first 46 months . Additionally, we originated a $1,400 note agreement, funding $1,124 with a commitment to fund $276 . The note bears interest at 7.0% . Further, we originated a $550 note agreement, funding $400 with a commitment to fund $150 . The note bears interest at 7.5% . (2) Represents an interim working capital loan related to a development project which matured upon completion of the development project and commencement of the lease. |
Lease Incentives
Lease Incentives | 9 Months Ended |
Sep. 30, 2019 | |
Lease Incentives | |
Lease Incentives | 5. Lease Incentives Our lease incentives balances at September 30, 2019 and December 31, 2018 are as follows (in thousands): September 30, 2019 December 31, 2018 Non-contingent lease incentives $ 2,590 $ 14,443 The following table summarizes our lease incentive activity for the nine months ended September 30, 2019 and 2018 (in thousands) Nine Months Ended September 30, 2019 2018 Funding Amortization Reclassification Funding Amortization Non-contingent lease incentives $ 322 $ (281) $ (11,893) (1) $ 1,272 $ (1,292) Contingent lease incentives — — — — (359) Net increase (decrease) in lease incentives $ 322 $ (281) $ (11,893) $ 1,272 $ (1,651) (1) In accordance with ASC 842 lease standard adopted on January 1, 2019, we wrote-off $12,093 of lease incentives related to leases for which we determined it is not probable we will collect substantially all of the contractual lease obligation through maturity. See Note 1. General for further discussion. Additionally, we reclassified a $200 interim working capital loan as lease incentive. See Note 4. Notes Receivable for further discussion. Non-contingent lease incentives represent payments made to our lessees for various reasons including entering into a new lease or lease amendments and extensions. Contingent lease incentives represent potential contingent earn-out payments that may be made to our lessees in the future, as part of our lease agreements. From time to time, we may commit to provide contingent payments to our lessees, upon our properties achieving certain rent coverage ratios. Once the contingent payment becomes probable and estimable, the contingent payment is recorded as a lease incentive. Lease incentives are amortized as a yield adjustment to rental income over the remaining life of the lease. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2019 | |
Debt Obligations | |
Debt Obligations | 6. Debt Obligations Bank Borrowings. Senior Unsecured Notes. affiliates and managed accounts of The debt obligations by component as of September 30, 2019 and December 31, 2018 are as follows ( dollar amounts in thousands): At September 30, 2019 At December 31, 2018 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings (2) 3.39% $ 165,400 $ 434,600 $ 112,000 $ 488,000 Senior unsecured notes, net of debt issue costs (3) 4.48% 518,469 107,500 533,029 93,833 Total 4.22% $ 683,869 $ 542,100 $ 645,029 $ 581,833 (1) Represents weighted average of interest rate as of September 30, 2019. (2) Subsequent to September 30, 2019, we paid down $100,000 under our unsecured revolving line of credit, using the proceeds from the sale of $100,000 senior unsecured notes as explained below. Accordingly, we have $65,400 outstanding under our revolving line of credit with $534,600 available for borrowing. (3) Subsequent to September 30, 2019, we sold $100,000 aggregate principal amount of 3.85% senior unsecured notes maturing in 2031 to Prudential. Accordingly, we have $618,469 outstanding and $7,500 available under our senior unsecured notes . Our borrowings and repayments are as follows (in thousands): Nine Months Ended September 30, 2019 2018 Debt Obligations Borrowings Repayments Borrowings Repayments Bank borrowings $ 73,400 $ (20,000) $ 96,500 $ (73,000) Senior unsecured notes — (14,667) — (20,166) Total $ 73,400 $ (34,667) $ 96,500 $ (93,166) |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity | |
Equity | 7. Equity Common Stock. During the nine months ended September 30, 2019 and 2018, we acquired 45,030 shares and 31,326 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Non-controlling Interests. As of September 30, 2019, we have the following consolidated VIEs (dollar amounts in thousands): Gross Investment Property Consolidated Non-Controlling Year Purpose Type State Assets Interests 2019 Owned real estate ALF/MC VA $ 16,895 $ 919 2018 Owned real estate ILF OR 14,400 (1) 2,857 (1) 2018 Owned real estate and development UDP OR 9,987 (1) 1,081 (1) 2017 Owned real estate and development ILF/ALF/MC WI 21,893 (2) 2,318 (2) 2017 Owned real estate ALF/MC SC 11,680 1,285 Total $ 74,855 $ 8,460 (1) We entered into a JV to develop, purchase and own seniors housing properties. During the second quarter of 2018, the JV purchased land for the development of a 78 -unit ALF/MC for a total anticipated project cost of $18,108 . The non-controlling partner contributed $1,081 of cash and we committed to fund the remaining $17,027 project cost. During the third quarter of 2018, in a sale-leaseback transaction, the JV purchased an existing operational 89 -unit ILF adjacent to the 78 -unit ALF/MC we are developing for $14,400 . The non-controlling partner contributed $2,857 of equity and we contributed $11,543 in cash. Upon completion of the development project, our combined economic interest in the JV will be approximately 88% . (2) We entered into a JV to own the real estate and develop a 110 -unit ILF/ALF/MC community in Wisconsin. This development project completed during the second quarter of 2019. Available Shelf Registration. Distributions. (in thousands) Nine Months Ended September 30, 2019 2018 Declared Paid Declared Paid Common Stock (1) $ 68,241 $ 68,241 $ 67,768 $ 67,768 (1) Represents $0.19 per share per month for the nine months ended September 30, 2019 and 2018. In October 2019, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of October, November and December 2019, payable on October 31, November 29, and December 31, 2019, respectively, to stockholders of record on October 23, November 21, and December 23, 2019, respectively. Stock-Based Compensation Under our 2015 Equity Participation Plan (“the 2015 Plan”), 1,400,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion. At September 30, 2019, we had 15,000 stock options outstanding and exercisable. During the nine months ended September 30, 2019 and 2018, no stock options were granted. The stock options exercised during the nine months ended September 30, 2019 and 2018 were as follows: Weighted Average Options Exercise Option Market Exercised Price Value Value (1) 2019 5,000 $ 24.65 $ 123,000 $ 233,000 2018 5,000 $ 24.65 $ 123,000 $ 205,000 (1) As of exercise date. The following table summarizes our restricted stock and performance-based stock units activity for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Outstanding, January 1 325,750 244,181 Granted 147,608 156,718 Vested (127,725) (1) (75,149) Outstanding, September 30 345,633 325,750 (1) Includes 48,225 performance-based stock units. During the nine months ended September 30, 2019 and 2018, we granted restricted stock and performance-based stock units under the 2015 Plan as follows: No. of Price per Year Shares/Units Share Vesting Period 2019 78,276 $ 46.54 ratably over 3 years 60,836 $ 46.54 TSR targets (1) 8,496 $ 44.73 May 29, 2020 147,608 2018 81,819 $ 38.18 ratably over 3 years 66,171 $ 38.18 TSR targets (1) 8,728 $ 41.25 May 30, 2019 156,718 (1) Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years . Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the nine months ended September 30, 2019 and 2018 were $4,938,000 and $4,384,000 , respectively. At September 30, 2019, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands): Remaining Compensation Vesting Date Expense 2019 $ 1,627 2020 4,619 2021 2,503 2022 189 Total $ 8,938 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies At September 30, 2019, we had commitments as follows (in thousands): Total Investment 2019 Commitment Remaining Commitment Funding Funded Commitment Real estate properties Note 2. Real Estate Investments $ 50,647 (1) $ 9,450 $ 18,959 $ 31,688 Accrued incentives and earn-out liabilities (Note 5. Lease Incentives) 9,000 — — 9,000 Mortgage loans ( Note 2. Real Estate Investments 56,200 (2) 3,419 22,009 34,191 Joint venture investments ( Note 3. Investments in Unconsolidated Joint Ventures 25,650 394 24,078 1,572 Notes receivable ( Note 4. Notes Receivable 2,850 1,603 1,627 1,223 Total $ 144,347 $ 14,866 $ 66,673 $ 77,674 (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) Represents $35,700 of commitments to expand and renovate the seniors housing and health care properties securing the mortgage loans and $20,500 represents contingent funding upon the borrower achieving certain coverage ratios. Also, some of our lease agreements provide purchase options allowing the lessee to purchase the properties they currently lease from us. See Note 2. Real Estate Investments We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims. |
Major Operators
Major Operators | 9 Months Ended |
Sep. 30, 2019 | |
Major Operators | |
Major Operators | 9. Major Operators We have two operators from each of which we derive 10% or more of our combined rental revenue and interest income from mortgage loans. The following table sets forth information regarding our major operators as of September 30, 2019: Number of Number of Percentage of SNF ALF Total Total Operator SNF ALF Beds Units Revenue (1) Assets Prestige Healthcare 24 — 3,010 93 17.0 % 17.3 % Senior Lifestyle Corporation — 23 — 1,457 10.8 % 10.3 % Total 24 23 3,010 1,550 27.8 % 27.6 % (1) Includes rental income from owned properties and interest income from mortgage loans as of September 30, 2019 and excludes rental income due to lessee reimbursement of our real estate taxes and adjustment for collectability of rental income. Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, Senior Lifestyle Corporation, or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, or in the event any such operator does not renew and/or extend its relationship with us. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per Share | |
Earnings per Share | 10. Earnings per Share The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income $ 27,280 $ 34,937 $ 68,241 $ 124,232 Less income allocated to non-controlling interests (88) (17) (257) (17) Less income allocated to participating securities: Non-forfeitable dividends on participating securities (93) (89) (279) (268) Income allocated to participating securities (19) (49) (19) (236) Total net income allocated to participating securities (112) (138) (298) (504) Net income available to common stockholders 27,080 34,782 67,686 123,711 Effect of dilutive securities: Participating securities — (1) 138 — (1) 504 Net income for diluted net income per share $ 27,080 $ 34,920 $ 67,686 $ 124,215 Shares for basic net income per share 39,586 39,487 39,565 39,470 Effect of dilutive securities: Stock options 4 4 4 3 Performance-based stock units 375 217 375 217 Participating securities — (1) 157 — (1) 155 Total effect of dilutive securities 379 378 379 375 Shares for diluted net income per share 39,965 39,865 39,944 39,845 Basic net income per share $ 0.68 $ 0.88 $ 1.71 $ 3.13 Diluted net income per share $ 0.68 $ 0.88 $ 1.69 $ 3.12 (1) For the three and nine months ended September 30, 2019, the participating securities have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 11. Fair Value Measurements In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and fair value of our financial instruments as of September 30, 2019 and December 31, 2018 assuming election of fair value for our financial assets and financial liabilities were as follows ( in thousands At September 30, 2019 At December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ 253,186 $ 310,842 (1) $ 242,939 $ 295,492 (1) Bank borrowings 165,400 165,400 (2) 112,000 112,000 (2) Senior unsecured notes, net of debt issue costs 518,469 537,739 (3) 533,029 508,613 (3) (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at September 30, 2019 and December 31, 2018 was 9.0% . (2) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at September 30, 2019 and December 31, 2018 based upon prevailing market interest rates for similar debt arrangements. (3) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At September 30, 2019, the discount rate used to value our future cash outflow of our senior unsecured notes was 3.50% for those maturing before year 2026 and 3.70% for those maturing at or beyond year 2026. At December 31, 2018, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.15% for those maturing before year 2026 and 5.40% for those maturing at or beyond year 2026. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events Subsequent to September 30, 2019 the following events occurred: Debt. We sold $100,000,000 aggregate principal amount of 3.85% senior unsecured notes due in 2031 to Prudential. Accordingly, we have $618,469,000 outstanding and $7,500,000 available under our senior unsecured notes. Additionally, we paid down $100,000,000 under our unsecured revolving line of credit using the proceeds from the sale of senior unsecured noted explained above. Accordingly, we have $65,400,000 outstanding under our revolving line of credit with $534,600,000 available for borrowing. Equity: |
General (Policies)
General (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
The Company | |
Basis of Presentation | We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. |
Reclassifications | All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the nine months ended September 30, 2019 and 2018 are not necessarily indicative of the results for a full year. |
Income taxes | No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. |
New Accounting Pronouncement | New Accounting Pronouncements New Accounting Standards Adopted by Our Company In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) Revenue Recognition ASC Topic 606 Topic 606 Revenue From Contracts With Customers revenue recognition. We concluded that adoption of this standard did not have an impact on our results of operations or financial condition, as our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASC 606. Leases Topic 842. Leases Topic 842, Leases ASC 842 requires lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance of operating leases. ASC 842 requires the lessors to identify lease and non-lease components of a lease agreement. Revenue related to non-lease components under lease agreements will be subject to the revenue recognition standard, upon adoption of this standard. Also, the new standard narrows definition of initial direct costs. Accordingly, upon adoption of the new standard, certain costs (primarily legal costs related to lease negotiations) should be expensed rather than capitalized. Further, per ASC 842, lessors are required to assess the probability of collecting substantially all of the lease payments. The standard defines collectibility as lessee’s ability and intent to pay. If collectibility of substantially all of the lease payments through maturity is not probable, the lease income recorded during the period would be limited to lesser of the income that would have been recognized if collection were probable, and the lease payments received. If the assessment of collectibility changes, any difference between the lease income that would have been recognized and the lease payments should be recognized as an adjustment to lease income. At adoption, lessors are required to perform a lease-by-lease analysis for collectibility of all lease payments through maturity. If at adoption, it is not probable that substantially all of the lease obligations through maturity will be collected, a cumulative adjustment to equity should be made to reflect all of the lease obligations which are not probable to be collected. Additionally, ASC 842 provides lessors with the option to elect a practical expedient allowing them to not separate lease and non-lease components and instead, to account for those components as a single lease component. This practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. This practical expedient causes an entity to assess whether a contract is predominantly lease-based or service-based and recognize the entire contract under the relevant accounting guidance (i.e., predominantly lease-based would be accounted for under ASC 842 and predominantly service-based would be accounted for under the ASC 606). This practical expedient option is available as a single election that must be consistently applied to all existing leases at the date of adoption. Also, ASC 842 provides a practical expedient that allows companies to use an optional transition method. Under the optional transition method, a cumulative adjustment to equity during the period of adoption is recorded and prior periods would not require restatement. Consequently, entities that elect both the practical expedient and the optional transitional method will apply the new lease ASC prospectively to leases commencing or modified after January 1, 2019 and will not be required to apply the disclosures under the new lease standard to comparative periods. ASC 842 has subsequently been amended by other issued Accounting Standards Update (“ASU”) to clarify and improve the standard as well as to provide certain practical expedients. In December 2018, the FASB issued ASU 2018-20 (“ASU 2018-20”), Narrow-Scope Improvements for Lessors, Leases (Topic 842), Codification Improvements Adoption of ASC 842. Upon adoption of the standard, we elected the practical expedients provided for in ASC 842, including: ● No reassessment of whether any expired or existing contracts were or contained leases; ● No reassessment of the lease classification for any expired or existing leases; ● No reassessment of initial direct costs for any existing leases; and ● No separation of lease and non-lease components. As a lessee, we have an office lease agreement with a 5-year remaining term which was classified as an operating lease under ASC 840. Due to election of the package of practical expedients, upon adoption of ASC 842 this lease agreement will continue to be classified as operating lease. For the nine months ended September 30, 2019, we recorded $224,000 of rent expense related to this lease agreement. Adoption of ASC 842 resulted in recording a right-of use asset and a lease liability which represents the present value of the remaining minimum lease payments using our incremental borrowing rate. At September 30, 2019, the balance of the right-of use asset and the lease liability related to our office lease agreement were $1,354,000. As a lessor, our properties are leased subject to non-cancelable operating leases. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Upon adoption of ASC 842, we recorded real estate taxes that are reimbursed by our operators as Rental Income Property tax expense Consolidated Statements of Income and Comprehensive Income Rental Income Furthermore, upon adoption of ASC 842, we assessed the probability of collecting substantially all of our lease payments through maturity. As previously reported, we have been monitoring Anthem Memory Care (“Anthem”), Thrive Senior Living, LLC (“Thrive”), Preferred Care, Inc. (“Preferred Care”) and Senior Care Centers, LLC. (“Senior Care”) due to cash flow concerns, performance concerns and/or bankruptcy filing. In conjunction with adoption of ASC 842, we evaluated our straight-line rent receivable and lease incentive balances related to the noted operators and determined that we do not have the level of collectibility certainty required by the standard to record the straight-line rent receivable. Accordingly, we wrote-off the straight-line rent receivable and lease incentive balances associated with these leases. Also, we wrote-off our 1% general straight-line rent receivable reserve. These balances totaled $42,808,000 and were written-off to equity effective January 1, 2019 as required by ASC 842. During the nine months ended September 30, 2019, we received cash rent from Anthem, Thrive, Preferred Care and Senior Care. The total amount of rental income received from these operators was $26,135,000 and is included in Rental Income Consolidated Statements of Income and Comprehensive Income New Accounting Standards Not Yet Adopted by Our Company In 2016, the FASB issued ASU No. 2016-13 , Measurement of Credit Losses on Financial Instruments |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate Investments | |
Summary of investments in owned properties | The following table summarizes our investments in owned properties at September 30, 2019 (dollar amounts in thousands) Average Percentage Number Number of Investment Gross of of SNF ALF per Type of Property Investment Investment Properties (1) Beds Units Bed/Unit Assisted Living $ 844,635 57.3 % 105 — 6,070 $ 139.15 Skilled Nursing 605,763 41.1 % 72 8,835 261 $ 66.60 Under Development (2) 12,934 0.9 % — — — — Other (3) 11,360 0.7 % 1 118 — — Total $ 1,474,692 100.0 % 178 8,953 6,331 (1) We own properties in 28 states that are leased to 30 different operators. (2) Represents a 78 -unit ALF/MC located in Oregon and a 90 -bed SNF located in Missouri. (3) Includes three parcels of land held-for-use, and one behavioral health care hospital. |
Schedule of future minimum base rents receivable | Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent receivable, amortization of lease incentives and renewal options are as follows (in thousands): Cash Rent (1) 2019 $ 32,265 2020 132,387 2021 124,338 2022 125,420 2023 127,027 Thereafter 731,116 (1) Represents contractual cash rent, except for four master leases which are based on cash rents. See below for more information. |
Summary of components of our rental income | The following table summarizes components of our rental income for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Rental Income 2019 2018 2019 2018 Base cash rental income $ 33,754 (1) $ 31,506 $ 100,687 (1) $ 95,273 Variable cash rental income 3,926 (2) 76 (2) 12,488 (2) 395 (2) Straight-line rent 1,085 (3) 3,189 3,598 (3) 8,629 Adjustment for collectibility of rental income — — (1,926) (4) — Amortization of lease incentives (100) (560) (281) (1,651) Total $ 38,665 $ 34,211 $ 114,566 $ 102,646 (1) Increased due to acquisitions, developments and capital improvements partially offset due to reduced rent from sold properties and properties transitioned to other operators . (2) The three months ended September 30, 2019 variable rental income includes $77 related to contingent rental income and $3,849 related to our real estate taxes which were reimbursed by our operators. The nine months ended September 30, 2019 variable rental income includes $394 related to contingent rental income and $12,094 related to our real estate taxes which were reimbursed by our operators. Per the provisions of ASC 842, any lessor cost, paid by the lessor and reimbursed by the lessee, must be included as a lease payment. As discussed above, we adopted ASC 842 using a modified retrospective approach as of the adoption date of January 1, 2019. Accordingly, we are not required to report this revenue stream for periods prior to January 1, 2019. (3) In accordance with ASC 842 lease accounting guidance, we evaluated the collectibility of lease payments through maturity and determined that it was not probable that we would collect substantially all of the contractual obligations from Anthem, Thrive, Preferred Care and Senior Care leases through maturity. Decreased due to these leases being accounted for on cash-basis as of January 1, 2019. (4) During the first quarter of 2019, we terminated a lease agreement and transitioned two operating seniors housing communities under the lease agreement to a new operator. As a result of the lease termination, we wrote-off $1,926 straight-line rent receivable to contra-revenue in accordance with ASC 842. |
Summary of information about purchase options included in our lease agreements | Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements (dollar amount in thousands): Type Number of of Gross Carrying Option State Property Properties Investments Value Window California ALF/MC 2 $ 38,895 $ 36,777 2024-2029 California ALF 2 28,246 15,551 2021-TBD (1) Florida MC 1 14,201 12,845 2028-2029 Kentucky and Ohio MC 2 30,087 28,007 2028-2029 Texas MC 2 25,265 24,490 2025-2027 South Carolina ALF/MC 1 11,680 10,939 2028-2029 Total $ 148,374 $ 128,609 (1) The option window ending date will be either 24 months or 48 months after the option window commences, based on certain contingencies. |
Summary of investments acquired | Acquisitions and Developments: The following table summarizes our acquisitions for the nine months ended September 30, 2019 and 2018 (dollar amounts in thousands): Total Number Number Purchase Transaction Acquisition of of Year Type of Property Price Costs (1) Costs Properties Beds/Units 2019 Skilled Nursing (2) $ 19,500 $ 77 $ 19,577 1 90 Assisted Living (3) 16,719 176 16,895 1 74 Land (4) 2,732 49 2,781 — — Total $ 38,951 $ 302 $ 39,253 2 164 2018 Assisted Living (5) (6) $ 39,600 $ 65 $ 39,665 3 177 Land (6) 695 48 743 — — Total $ 40,295 $ 113 $ 40,408 3 177 (1) Represents cost associated with our acquisitions; however, upon adoption of ASU 2017-01, our acquisitions meet the definition of an asset acquisition resulting in capitalization of transaction costs to the properties’ basis. For our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Transaction costs per our Consolidated Statements of Income and Comprehensive Income represents current and prior year transaction costs due to timing and terminated transactions. (2) We acquired a newly constructed 90 -bed SNF located in Missouri. (3) We entered into a joint venture (“ JV”) (consolidated on our financial statements) to purchase an existing operational 74 -unit ALF/MC community. The non-controlling partner contributed $919 of equity and we contributed $15,971 in cash. Our economic interest in the real estate JV is approximately 95% . (4) We acquired a parcel of land adjacent to an existing SNF in California. Additionally, we acquired a parcel of land and development of a 90 -bed SNF in Missouri. The commitment totals approximately $17,400 . (5) We acquired two MC properties in Texas. (6) We entered into a JV (consolidated on our financial statements) to purchase an existing operational 89 -unit ILF and to own the real estate and develop a 78 -unit ALF/MC for $18,108 in Oregon. |
Schedule of investment in development and improvement projects | During he following in development and improvement projects (in thousands) : Nine Months Ended September 30, 2019 2018 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ 10,266 $ 1,826 $ 19,251 $ 1,131 Skilled Nursing Centers 4,786 — 6,466 500 Other — 295 — 432 Total $ 15,052 $ 2,121 $ 25,717 $ 2,063 |
Schedule of completed projects | Completed Developments. (dollar amounts in thousands): Number Type Number of of of Total Year Type of Project Properties Property Beds/Units State Investment 2019 Development 1 SNF 143 Kentucky $ 24,496 Development 1 ILF/ALF/MC 110 Wisconsin 21,893 Total 2 253 $ 46,389 2018 Development 1 MC 66 Illinois $ 13,974 Total 1 66 $ 13,974 |
Summary of properties held-for-sale | Properties held-for-sale (dollar amounts in thousands): Type Number Number of of Gross Accumulated of State Property Properties Investment Depreciation Beds/units Texas ILF 1 $ 5,746 $ 1,916 140 |
Schedule of real estate investment property sold | Properties Sold. (dollar amounts in thousands): Type Number Number Net of of of Sales Carrying Gain Year State Properties Properties Beds/Units Price Value (Loss) 2019 N/A N/A — — $ — $ — $ 500 (1) Georgia SNF 1 148 7,920 1,639 6,236 Total 2019 1 148 $ 7,920 $ 1,639 $ 6,736 2018 Alabama SNF 2 285 $ 17,525 $ 3,272 $ 14,253 Kansas ALF (2) — — 350 346 — Ohio and Pennsylvania ALF (1) 6 320 67,500 16,352 48,445 Total 2018 8 605 $ 85,375 $ 19,970 $ 62,698 (1) Gain recognized due to the receipt of funds held in escrow related to a portfolio of six ALFs sold during the second quarter of 2018. (2) We sold land adjacent to an existing ALF community in Kansas. |
Summary of investments in mortgage loans secured by first mortgages | Mortgage Loans. (dollar amounts in thousands) Type Percentage Number of Investment Gross of of SNF per Interest Rate (1) Maturity Investment Property Investment Loans (2) Properties (3) Beds Bed/Unit 9.7% 2043 $ 186,510 SNF 72.9 % 1 15 2,029 $ 91.92 9.2% 2045 34,886 SNF 13.6 % 1 4 501 $ 69.63 9.4% 2045 19,391 SNF 7.6 % 1 2 205 $ 94.59 9.4% 2045 14,950 SNF 5.9 % 1 1 157 $ 95.22 Total $ 255,737 100.0 % 4 22 2,892 $ 88.43 (1) The majority of the mortgage loans provide for annual increases in the interest rate after a certain time period based upon a specified increase of 2.25% . (2) Some loans contain certain guarantees, provide for certain facility fees and the majority of the mortgage loans have a 30-year term. (3) The properties securing these mortgage loans are located in one state and are operated by one operator. |
Schedule of mortgage loan activity | The following table summarizes our mortgage loan activity for the nine months ended September 30, 2019 and 2018 (in thousands): Nine Months Ended September 30, 2019 2018 Originations and funding under mortgage loans receivable $ 10,919 (1) $ 20,530 (2) Pay-offs received — (1,086) Scheduled principal payments received (565) (550) Mortgage loan premium amortization (3) (3) Provision for loan loss reserve (104) (189) Net increase in mortgage loans receivable $ 10,247 $ 18,702 (1) During 2019, we funded an additional $7,500 under an existing mortgage loan. The incremental funding bears interest at 9.41% , fixed for two years , and escalating by 2.25% thereafter. (2) During 2018, we funded an additional $7,400 under an existing mortgage loan for the purchase of a 112 -bed SNF in Michigan. The incremental funding bears interest at 8.7% , fixed for five years , and escalating by 2.25% thereafter. Also, we funded additional loan proceeds of $7,125 under an existing mortgage loan for the purchase of a 126 -bed skilled nursing center in Michigan. This incremental funding bears interest at 9.41% , fixed for five years , and escalating by 2.25% thereafter. |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Unconsolidated Joint Ventures | |
Summary of investments in unconsolidated joint ventures | The following table summarizes our investment in an unconsolidated joint venture (dollar amounts in thousands): Type Type Total Currently Number of of Preferred Paid in of Investment Carrying State Properties Investment Return Cash Beds/ Units Commitment Value Arizona ALF/MC/ILF Preferred Equity (1) 15 % 8 % (2) 585 $ 25,650 $ 24,426 Total 585 $ 25,650 $ 24,426 (1) We have concluded that the JV is a variable interest entity (“VIE”) in accordance with GAAP. However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the JV. Therefore, we account for the JV investment using the equity method. (2) Effective second quarter of 2019, this JV was placed on cash basis due to delinquency of our preferred return. |
Summary of capital contributions, income recognized and cash interest received from investments in unconsolidated joint ventures | The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures (in thousands): Type of Capital Income Cash Interest Year Properties Contribution Recognized Received 2019 ALF/MC/ILF $ 394 $ 614 $ 1,166 ALF/ILF/MC (1) — (1) 955 (1) 979 (1) ALF/MC (2) — (2) 404 (2) 432 (2) Total $ 394 $ 1,973 $ 2,577 2018 ALF/MC/ILF $ 580 $ 1,490 $ 1,436 ALF/ILF/MC (1) — (1) 383 (1) 291 (1) ALF/MC (2) — (2) 230 (2) — (2) Total $ 580 $ 2,103 $ 1,727 (1) We had a $2,900 mezzanine loan commitment for a 99 -unit seniors housing community in Florida with a total preferred return of 15% . The mezzanine loan was an ADC arrangement which we determined it to have characteristics similar to a jointly-owned arrangement and recorded it as an unconsolidated joint venture. Since interest payments were deferred and no interest was recorded for the first twelve months of the loan, we used the effective interest method in accordance with GAAP to recognize interest income and recorded the difference between the effective interest income and cash interest income to the loan principal balance. During the third quarter of 2019, the mezzanine loan was paid off. (2) We had a $3,400 mezzanine loan commitment for the development of a 127 -unit seniors housing community in Florida with a total preferred return of 15% . The mezzanine loan was an ADC arrangement which we determined it to have characteristics similar to a jointly-owned arrangement and recorded it as an unconsolidated joint venture. During the first quarter of 2019, the mezzanine loan was paid off. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Receivable. | |
Summary of mezzanine loans and other loan arrangements | Notes receivable consists of mezzanine loans and other loan arrangements. The following table is a summary of our notes receivable components as of September 30, 2019 and December 31, 2018 (in thousands): At September 30, 2019 At December 31, 2018 Mezzanine loans $ 13,284 $ 9,868 Other loans 4,445 2,975 Notes receivable reserve (177) (128) Total $ 17,552 $ 12,715 |
Schedule of new loan commitments | The following tables summarizes our notes receivable activity for the nine months ended September 30, 2019 and 2018 ( dollar amounts in thousands Nine Months Ended September 30, 2019 2018 Advances under notes receivable $ 8,531 (1) $ 50 Principal payments received under notes receivable (3,446) (3,848) Reclassified to lease incentives (2) (200) (2) — Notes receivable reserve (48) 38 Total $ 4,837 $ (3,760) (1) We originated a $6,800 mezzanine loan commitment for the development of a 204 -unit ILF/ALF/MC in Georgia. The mezzanine loan has a five-year term and a 12.0% return, a portion of which is paid in cash, and the remaining portion of which is deferred during the first 46 months . Additionally, we originated a $1,400 note agreement, funding $1,124 with a commitment to fund $276 . The note bears interest at 7.0% . Further, we originated a $550 note agreement, funding $400 with a commitment to fund $150 . The note bears interest at 7.5% . (2) Represents an interim working capital loan related to a development project which matured upon completion of the development project and commencement of the lease. |
Lease Incentives (Tables)
Lease Incentives (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Lease Incentives | |
Summary of lease incentives by component | Our lease incentives balances at September 30, 2019 and December 31, 2018 are as follows (in thousands): September 30, 2019 December 31, 2018 Non-contingent lease incentives $ 2,590 $ 14,443 |
Summary of lease incentive activity | The following table summarizes our lease incentive activity for the nine months ended September 30, 2019 and 2018 (in thousands) Nine Months Ended September 30, 2019 2018 Funding Amortization Reclassification Funding Amortization Non-contingent lease incentives $ 322 $ (281) $ (11,893) (1) $ 1,272 $ (1,292) Contingent lease incentives — — — — (359) Net increase (decrease) in lease incentives $ 322 $ (281) $ (11,893) $ 1,272 $ (1,651) (1) In accordance with ASC 842 lease standard adopted on January 1, 2019, we wrote-off $12,093 of lease incentives related to leases for which we determined it is not probable we will collect substantially all of the contractual lease obligation through maturity. See Note 1. General for further discussion. Additionally, we reclassified a $200 interim working capital loan as lease incentive. See Note 4. Notes Receivable for further discussion. |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Obligations | |
Schedule of Debt Obligations | The debt obligations by component as of September 30, 2019 and December 31, 2018 are as follows ( dollar amounts in thousands): At September 30, 2019 At December 31, 2018 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings (2) 3.39% $ 165,400 $ 434,600 $ 112,000 $ 488,000 Senior unsecured notes, net of debt issue costs (3) 4.48% 518,469 107,500 533,029 93,833 Total 4.22% $ 683,869 $ 542,100 $ 645,029 $ 581,833 (1) Represents weighted average of interest rate as of September 30, 2019. (2) Subsequent to September 30, 2019, we paid down $100,000 under our unsecured revolving line of credit, using the proceeds from the sale of $100,000 senior unsecured notes as explained below. Accordingly, we have $65,400 outstanding under our revolving line of credit with $534,600 available for borrowing. (3) Subsequent to September 30, 2019, we sold $100,000 aggregate principal amount of 3.85% senior unsecured notes maturing in 2031 to Prudential. Accordingly, we have $618,469 outstanding and $7,500 available under our senior unsecured notes . |
Schedule of borrowings and repayments | Our borrowings and repayments are as follows (in thousands): Nine Months Ended September 30, 2019 2018 Debt Obligations Borrowings Repayments Borrowings Repayments Bank borrowings $ 73,400 $ (20,000) $ 96,500 $ (73,000) Senior unsecured notes — (14,667) — (20,166) Total $ 73,400 $ (34,667) $ 96,500 $ (93,166) |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity | |
Schedule of consolidated VIEs | As of September 30, 2019, we have the following consolidated VIEs (dollar amounts in thousands): Gross Investment Property Consolidated Non-Controlling Year Purpose Type State Assets Interests 2019 Owned real estate ALF/MC VA $ 16,895 $ 919 2018 Owned real estate ILF OR 14,400 (1) 2,857 (1) 2018 Owned real estate and development UDP OR 9,987 (1) 1,081 (1) 2017 Owned real estate and development ILF/ALF/MC WI 21,893 (2) 2,318 (2) 2017 Owned real estate ALF/MC SC 11,680 1,285 Total $ 74,855 $ 8,460 (1) We entered into a JV to develop, purchase and own seniors housing properties. During the second quarter of 2018, the JV purchased land for the development of a 78 -unit ALF/MC for a total anticipated project cost of $18,108 . The non-controlling partner contributed $1,081 of cash and we committed to fund the remaining $17,027 project cost. During the third quarter of 2018, in a sale-leaseback transaction, the JV purchased an existing operational 89 -unit ILF adjacent to the 78 -unit ALF/MC we are developing for $14,400 . The non-controlling partner contributed $2,857 of equity and we contributed $11,543 in cash. Upon completion of the development project, our combined economic interest in the JV will be approximately 88% . (2) We entered into a JV to own the real estate and develop a 110 -unit ILF/ALF/MC community in Wisconsin. This development project completed during the second quarter of 2019. |
Schedule of cash dividends declared and paid | Distributions. (in thousands) Nine Months Ended September 30, 2019 2018 Declared Paid Declared Paid Common Stock (1) $ 68,241 $ 68,241 $ 67,768 $ 67,768 (1) Represents $0.19 per share per month for the nine months ended September 30, 2019 and 2018. |
Schedule of options exercised | At September 30, 2019, we had 15,000 stock options outstanding and exercisable. During the nine months ended September 30, 2019 and 2018, no stock options were granted. The stock options exercised during the nine months ended September 30, 2019 and 2018 were as follows: Weighted Average Options Exercise Option Market Exercised Price Value Value (1) 2019 5,000 $ 24.65 $ 123,000 $ 233,000 2018 5,000 $ 24.65 $ 123,000 $ 205,000 (1) As of exercise date. |
Schedule of restricted stock activity | The following table summarizes our restricted stock and performance-based stock units activity for the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Outstanding, January 1 325,750 244,181 Granted 147,608 156,718 Vested (127,725) (1) (75,149) Outstanding, September 30 345,633 325,750 (1) Includes 48,225 performance-based stock units. |
Schedule of restricted stock granted | During the nine months ended September 30, 2019 and 2018, we granted restricted stock and performance-based stock units under the 2015 Plan as follows: No. of Price per Year Shares/Units Share Vesting Period 2019 78,276 $ 46.54 ratably over 3 years 60,836 $ 46.54 TSR targets (1) 8,496 $ 44.73 May 29, 2020 147,608 2018 81,819 $ 38.18 ratably over 3 years 66,171 $ 38.18 TSR targets (1) 8,728 $ 41.25 May 30, 2019 156,718 (1) Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years . |
Schedule of restricted common stock and performance-based stock unit scheduled to vest and remaining compensation expense | Remaining Compensation Vesting Date Expense 2019 $ 1,627 2020 4,619 2021 2,503 2022 189 Total $ 8,938 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies | |
Schedule of commitments | At September 30, 2019, we had commitments as follows (in thousands): Total Investment 2019 Commitment Remaining Commitment Funding Funded Commitment Real estate properties Note 2. Real Estate Investments $ 50,647 (1) $ 9,450 $ 18,959 $ 31,688 Accrued incentives and earn-out liabilities (Note 5. Lease Incentives) 9,000 — — 9,000 Mortgage loans ( Note 2. Real Estate Investments 56,200 (2) 3,419 22,009 34,191 Joint venture investments ( Note 3. Investments in Unconsolidated Joint Ventures 25,650 394 24,078 1,572 Notes receivable ( Note 4. Notes Receivable 2,850 1,603 1,627 1,223 Total $ 144,347 $ 14,866 $ 66,673 $ 77,674 (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) Represents $35,700 of commitments to expand and renovate the seniors housing and health care properties securing the mortgage loans and $20,500 represents contingent funding upon the borrower achieving certain coverage ratios. |
Major Operators (Tables)
Major Operators (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Major Operators | |
Schedule of concentration of risk by major operators | Number of Number of Percentage of SNF ALF Total Total Operator SNF ALF Beds Units Revenue (1) Assets Prestige Healthcare 24 — 3,010 93 17.0 % 17.3 % Senior Lifestyle Corporation — 23 — 1,457 10.8 % 10.3 % Total 24 23 3,010 1,550 27.8 % 27.6 % (1) Includes rental income from owned properties and interest income from mortgage loans as of September 30, 2019 and excludes rental income due to lessee reimbursement of our real estate taxes and adjustment for collectability of rental income. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per Share | |
Schedule of basic and diluted net income per share | The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income $ 27,280 $ 34,937 $ 68,241 $ 124,232 Less income allocated to non-controlling interests (88) (17) (257) (17) Less income allocated to participating securities: Non-forfeitable dividends on participating securities (93) (89) (279) (268) Income allocated to participating securities (19) (49) (19) (236) Total net income allocated to participating securities (112) (138) (298) (504) Net income available to common stockholders 27,080 34,782 67,686 123,711 Effect of dilutive securities: Participating securities — (1) 138 — (1) 504 Net income for diluted net income per share $ 27,080 $ 34,920 $ 67,686 $ 124,215 Shares for basic net income per share 39,586 39,487 39,565 39,470 Effect of dilutive securities: Stock options 4 4 4 3 Performance-based stock units 375 217 375 217 Participating securities — (1) 157 — (1) 155 Total effect of dilutive securities 379 378 379 375 Shares for diluted net income per share 39,965 39,865 39,944 39,845 Basic net income per share $ 0.68 $ 0.88 $ 1.71 $ 3.13 Diluted net income per share $ 0.68 $ 0.88 $ 1.69 $ 3.12 (1) For the three and nine months ended September 30, 2019, the participating securities have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Schedule of carrying value and fair value of the entity's financial instruments | At September 30, 2019 At December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ 253,186 $ 310,842 (1) $ 242,939 $ 295,492 (1) Bank borrowings 165,400 165,400 (2) 112,000 112,000 (2) Senior unsecured notes, net of debt issue costs 518,469 537,739 (3) 533,029 508,613 (3) (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at September 30, 2019 and December 31, 2018 was 9.0% . (2) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at September 30, 2019 and December 31, 2018 based upon prevailing market interest rates for similar debt arrangements. (3) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At September 30, 2019, the discount rate used to value our future cash outflow of our senior unsecured notes was 3.50% for those maturing before year 2026 and 3.70% for those maturing at or beyond year 2026. At December 31, 2018, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.15% for those maturing before year 2026 and 5.40% for those maturing at or beyond year 2026. |
General (Details)
General (Details) | Dec. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)segment |
Number of operating segments | segment | 1 | ||
Provision for federal or state income taxes | $ 0 | ||
Remaining lease term (years) | 5 years | 5 years | |
Rent expense related to operating lease | $ 224,000 | ||
Right-of use asset | $ 1,354,000 | 1,354,000 | |
Lease liability | 1,354,000 | 1,354,000 | |
Real estate taxes reimbursed | 3,849,000 | 12,094,000 | |
Cumulative effect of the adoption of the ASC 842 | $ 42,808,000 | ||
Rental income | 38,665,000 | 114,566,000 | |
Anthem, Thrive, Preferred Care and Senior Care | |||
Percentage of write-off of general straight-lint rent reserve | 1.00% | ||
Rental income | 26,135,000 | 26,135,000 | |
Recovery of written-off straight-line rent receivable | $ 5,571,000 | $ 22,542,000 |
Real Estate Investments - Owned
Real Estate Investments - Owned Properties (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)propertyitemstate$ / item | |
Real Estate Investments | |
Number of operators | 1 |
Real Estate Investment | |
Real Estate Investments | |
Gross Investment | $ | $ 1,474,692 |
Percentage of Investment | 100.00% |
Number of properties | property | 178 |
Number of states | state | 28 |
Number of operators | 30 |
Operating leases | |
Number of ways to compute annual rent increases | 4 |
Real Estate Investment | Minimum | |
Operating leases | |
Initial lease term | 10 years |
Specified annual increase over the prior year's rent (as a percent) | 2.00% |
Real Estate Investment | Maximum | |
Operating leases | |
Initial lease term | 15 years |
Specified annual increase over the prior year's rent (as a percent) | 3.00% |
Real Estate Investment | SNF Beds | |
Real Estate Investments | |
Number of beds/units | 8,953 |
Real Estate Investment | ALF Units | |
Real Estate Investments | |
Number of beds/units | 6,331 |
ALF | Real Estate Investment | |
Real Estate Investments | |
Gross Investment | $ | $ 844,635 |
Percentage of Investment | 57.30% |
Number of properties | property | 105 |
Investment per Bed/Unit | $ / item | 139.15 |
ALF | Real Estate Investment | ALF Units | |
Real Estate Investments | |
Number of beds/units | 6,070 |
SNF | Real Estate Investment | |
Real Estate Investments | |
Gross Investment | $ | $ 605,763 |
Percentage of Investment | 41.10% |
Number of properties | property | 72 |
Investment per Bed/Unit | $ / item | 66.60 |
SNF | Real Estate Investment | SNF Beds | |
Real Estate Investments | |
Number of beds/units | 8,835 |
SNF | Real Estate Investment | ALF Units | |
Real Estate Investments | |
Number of beds/units | 261 |
Properties under Development | Real Estate Investment | |
Real Estate Investments | |
Gross Investment | $ | $ 12,934 |
Percentage of Investment | 0.90% |
Properties under Development | Real Estate Investment | SNF Beds | Missouri | Developments | |
Real Estate Investments | |
Number of beds/units | 90 |
Properties under Development | Real Estate Investment | Combination ALF and MC community | Oregon | Developments | |
Real Estate Investments | |
Number of beds/units under development | 78 |
Other | Real Estate Investment | |
Real Estate Investments | |
Gross Investment | $ | $ 11,360 |
Percentage of Investment | 0.70% |
Number of properties | property | 1 |
Number of parcels of land | 3 |
Other | Real Estate Investment | SNF Beds | |
Real Estate Investments | |
Number of beds/units | 118 |
Hospital | Real Estate Investment | |
Real Estate Investments | |
Number of properties | property | 1 |
Real Estate Investments - Base
Real Estate Investments - Base Rents (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)lease | |
Depreciation | |
Number of master leases with agreed upon cash rent | lease | 4 |
Future minimum base rents receivable | |
2019 | $ 32,265 |
2020 | 132,387 |
2021 | 124,338 |
2022 | 125,420 |
2023 | 127,027 |
Thereafter | $ 731,116 |
Real Estate Investments - Opera
Real Estate Investments - Operator changes (Details) | Jun. 01, 2020USD ($) | Oct. 04, 2019USD ($) | Jun. 01, 2019USD ($) | Dec. 04, 2018 | Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($)item | Sep. 30, 2019USD ($)item | Jun. 30, 2019USD ($)item | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017propertylease |
Other disclosures | |||||||||||
Rental income | $ 38,665,000 | $ 114,566,000 | |||||||||
Contractual rent (as a percent) | 50.00% | ||||||||||
Rent in year two | $ 132,387,000 | 132,387,000 | |||||||||
Rent in year three | 124,338,000 | 124,338,000 | |||||||||
Rent in year four | 125,420,000 | $ 125,420,000 | |||||||||
Georgia and South Carolina | |||||||||||
Other disclosures | |||||||||||
Rent on cash basis | $ 1,762,000 | ||||||||||
Florida | |||||||||||
Other disclosures | |||||||||||
Increase in Lease Rent (as a percent) | 3.50% | ||||||||||
Anthem Memory Care | |||||||||||
Other disclosures | |||||||||||
Number of properties in default | property | 11 | ||||||||||
Anthem Memory Care | Forecast | |||||||||||
Other disclosures | |||||||||||
Minimum cash rent received | $ 7,500,000 | ||||||||||
Percentage of contractual amount due | 50.00% | ||||||||||
Preferred Care, Inc. | |||||||||||
Other disclosures | |||||||||||
Minimum cash rent received | $ 55,000 | ||||||||||
Number of properties under two master leases | property | 24 | ||||||||||
Number of master leases | lease | 2 | ||||||||||
Minimum cash rent receivable | $ 1,000,000 | ||||||||||
Preferred Care, Inc. | Subsequent Event | |||||||||||
Other disclosures | |||||||||||
Rental income | $ 55,000 | ||||||||||
Thrive | |||||||||||
Other disclosures | |||||||||||
Initial lease term | 2 years | 10 years | 2 years | ||||||||
Rent in year one | $ 1,250,000 | ||||||||||
Rent in year two | 1,500,000 | ||||||||||
Rent in year three | 1,975,000 | ||||||||||
Rent in year four | $ 2,150,000 | ||||||||||
Rent on cash basis | $ 700,000 | ||||||||||
Master lease in default | |||||||||||
Other disclosures | |||||||||||
Increase in Lease Rent | $ 400,000 | ||||||||||
Master lease in default | Forecast | |||||||||||
Other disclosures | |||||||||||
Increase in Lease Rent | $ 300,000 | ||||||||||
Increase in Lease Rent (as a percent) | 2.50% | ||||||||||
ALF and MC | Thrive | |||||||||||
Other disclosures | |||||||||||
Number of properties in transition | item | 2 | ||||||||||
120 units | MC | Thrive | Ohio and Kentucky | |||||||||||
Other disclosures | |||||||||||
Number of properties in transition | item | 2 | ||||||||||
Number of units in transition | item | 120 | ||||||||||
56-unit MC | Texas | |||||||||||
Other disclosures | |||||||||||
Number of properties in transition | item | 56 | ||||||||||
159 units | Georgia and South Carolina | |||||||||||
Other disclosures | |||||||||||
Number of properties in transition | item | 159 | ||||||||||
60-unit MC | Florida | |||||||||||
Other disclosures | |||||||||||
Initial lease term | 10 years | ||||||||||
Number of properties in transition | item | 60 | ||||||||||
Rent in year two | $ 450,000 | ||||||||||
Rent in year three | 600,000 | ||||||||||
60-unit MC | Maximum | Florida | |||||||||||
Other disclosures | |||||||||||
Deferred lease payments | $ 150,000 | ||||||||||
Senior Care Centers | |||||||||||
Other disclosures | |||||||||||
Petition Date and Reject The Lease Period | 120 days | ||||||||||
Petition Date and Reject The Lease Additional Period | 90 days | ||||||||||
Court ordered payment amount | $ 1,596,000 |
Real Estate Investments - Lease
Real Estate Investments - Lease (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019USD ($)property | Mar. 31, 2019USD ($)item | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Real estate investments | ||||||
Carrying value | $ 1,132,271,000 | $ 1,132,271,000 | $ 1,106,581,000 | |||
Income and Expenses, Lessor [Abstract] | ||||||
Base cash rental income | 33,754,000 | 100,687,000 | ||||
Base cash rental income previous | $ 31,506,000 | $ 95,273,000 | ||||
Variable cash rental income | 3,926,000 | 12,488,000 | ||||
Variable cash rental income previous | 76,000 | 395,000 | ||||
Straight-Line Rent | 1,085,000 | 3,189,000 | 3,598,000 | 8,629,000 | ||
Adjustment for collectability | (1,926,000) | |||||
Amortization of Lease Incentives | (100,000) | (560,000) | (281,000) | (1,651,000) | ||
Total Rental Income | 38,665,000 | 114,566,000 | ||||
Total Rental Income previous | $ 34,211,000 | $ 102,646,000 | ||||
Reimbursement Of Real Estate Tax Expense | 3,849,000 | 12,094,000 | ||||
Contingent rental income | 77,000 | 394,000 | ||||
Number of operating seniors | item | 2 | |||||
Rent receivable written off | $ 1,926,000 | |||||
Purchase Option in Lease Arrangements | ||||||
Real estate investments | ||||||
Gross Investment | 148,374,000 | 148,374,000 | ||||
Carrying value | $ 128,609,000 | $ 128,609,000 | ||||
ALF | Purchase Option in Lease Arrangements | California | ||||||
Real estate investments | ||||||
Number of properties | property | 2 | 2 | ||||
Gross Investment | $ 28,246,000 | $ 28,246,000 | ||||
Carrying value | $ 15,551,000 | $ 15,551,000 | ||||
ALF | Purchase Option in Lease Arrangements | California | Minimum | ||||||
Real estate investments | ||||||
Purchase option ending period | 24 months | |||||
ALF | Purchase Option in Lease Arrangements | California | Maximum | ||||||
Real estate investments | ||||||
Purchase option ending period | 48 months | |||||
MC | Purchase Option in Lease Arrangements | Florida | ||||||
Real estate investments | ||||||
Number of properties | property | 1 | 1 | ||||
Gross Investment | $ 14,201,000 | $ 14,201,000 | ||||
Carrying value | $ 12,845,000 | $ 12,845,000 | ||||
MC | Purchase Option in Lease Arrangements | Ohio and Kentucky | ||||||
Real estate investments | ||||||
Number of properties | property | 2 | 2 | ||||
Gross Investment | $ 30,087,000 | $ 30,087,000 | ||||
Carrying value | $ 28,007,000 | $ 28,007,000 | ||||
MC | Purchase Option in Lease Arrangements | Texas | ||||||
Real estate investments | ||||||
Number of properties | property | 2 | 2 | ||||
Gross Investment | $ 25,265,000 | $ 25,265,000 | ||||
Carrying value | $ 24,490,000 | $ 24,490,000 | ||||
ALF and MC | Purchase Option in Lease Arrangements | California | ||||||
Real estate investments | ||||||
Number of properties | property | 2 | 2 | ||||
Gross Investment | $ 38,895,000 | $ 38,895,000 | ||||
Carrying value | $ 36,777,000 | $ 36,777,000 | ||||
ALF and MC | Purchase Option in Lease Arrangements | South Carolina | ||||||
Real estate investments | ||||||
Number of properties | property | 1 | 1 | ||||
Gross Investment | $ 11,680,000 | $ 11,680,000 | ||||
Carrying value | $ 10,939,000 | $ 10,939,000 |
Real Estate Investments - Acqui
Real Estate Investments - Acquisitions and Developments (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)item | Jun. 30, 2018USD ($)item | Sep. 30, 2019USD ($)itemproperty | Sep. 30, 2018USD ($)item | Dec. 31, 2018USD ($) | |
Real estate investments | |||||
Investment Commitment | $ 144,347,000 | ||||
Non-controlling interests | 8,460,000 | $ 7,481,000 | |||
ALF and MC | 74-Unit ALF/MC | |||||
Real estate investments | |||||
Investment Commitment | 15,971,000 | ||||
Non-controlling interests | $ 919,000 | ||||
SNF Beds | Missouri | |||||
Real estate investments | |||||
Number of units under development | item | 90 | ||||
SNF Beds | Missouri | Developments | |||||
Real estate investments | |||||
Number of units under development | item | 90 | ||||
Properties under Development | Missouri | |||||
Real estate investments | |||||
Investment Commitment | $ 17,400,000 | ||||
2019 Acquisitions | |||||
Real estate investments | |||||
Purchase Price | 38,951,000 | ||||
Transaction Costs | 302,000 | ||||
Total Acquisition Costs | $ 39,253,000 | ||||
Number of properties acquired | 2 | ||||
Number of beds/units acquired | item | 164 | ||||
2019 Acquisitions | SNF | |||||
Real estate investments | |||||
Purchase Price | $ 19,500,000 | ||||
Transaction Costs | 77,000 | ||||
Total Acquisition Costs | $ 19,577,000 | ||||
Number of properties acquired | 1 | ||||
Number of beds/units acquired | item | 90 | ||||
2019 Acquisitions | ALF | |||||
Real estate investments | |||||
Purchase Price | $ 16,719,000 | ||||
Transaction Costs | 176,000 | ||||
Total Acquisition Costs | $ 16,895,000 | ||||
Number of properties acquired | 1 | ||||
Number of beds/units acquired | item | 74 | ||||
2019 Acquisitions | ALF and MC | 74-Unit ALF/MC | |||||
Real estate investments | |||||
Number of units under development | item | 74 | ||||
Economic interest in joint venture | 95.00% | ||||
2019 Acquisitions | Land | |||||
Real estate investments | |||||
Purchase Price | $ 2,732,000 | ||||
Transaction Costs | 49,000 | ||||
Total Acquisition Costs | $ 2,781,000 | ||||
2018 Acquisitions | |||||
Real estate investments | |||||
Purchase Price | $ 40,295,000 | ||||
Transaction Costs | 113,000 | ||||
Total Acquisition Costs | $ 40,408,000 | ||||
Number of properties acquired | 3 | ||||
Number of beds/units acquired | item | 177 | ||||
Economic interest in joint venture | 88.00% | ||||
2018 Acquisitions | ALF | |||||
Real estate investments | |||||
Purchase Price | $ 39,600,000 | ||||
Transaction Costs | 65,000 | ||||
Total Acquisition Costs | $ 39,665,000 | ||||
Number of properties acquired | 3 | ||||
Number of beds/units acquired | item | 177 | ||||
2018 Acquisitions | ILF | 89-unit ILF | |||||
Real estate investments | |||||
Purchase Price | $ 14,400,000 | ||||
Number of units under development | item | 89 | 89 | |||
Investment Commitment | $ 11,543,000 | $ 11,543,000 | |||
Non-controlling interests | $ 2,857,000 | 2,857,000 | |||
2018 Acquisitions | MC | Texas | |||||
Real estate investments | |||||
Number of properties acquired | property | 2 | ||||
2018 Acquisitions | ALF and MC | 78-unit ALF/MC | |||||
Real estate investments | |||||
Purchase Price | $ 18,108,000 | $ 18,108,000 | |||
Number of beds/units acquired | item | 78 | ||||
Number of units under development | item | 78 | ||||
Investment Commitment | $ 17,027,000 | ||||
Non-controlling interests | $ 1,081,000 | ||||
2018 Acquisitions | Land | |||||
Real estate investments | |||||
Purchase Price | 695,000 | ||||
Transaction Costs | 48,000 | ||||
Total Acquisition Costs | $ 743,000 |
Real Estate Investments - Types
Real Estate Investments - Types of property Development and Improvement (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Real estate investments | ||
Invested in projects | $ 14,866,000 | |
Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 15,052,000 | $ 25,717,000 |
Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 2,121,000 | 2,063,000 |
ALF | Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 10,266,000 | 19,251,000 |
ALF | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 1,826,000 | 1,131,000 |
SNF | Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 4,786,000 | 6,466,000 |
SNF | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 500,000 | |
Other | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | $ 295,000 | $ 432,000 |
Real Estate Investments - Devel
Real Estate Investments - Development and Improvement Projects (Details) - Developments - Real Estate Development Commitments - Real Estate Investment Completed Projects $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)propertyitem | Sep. 30, 2018USD ($)itemproperty | |
Completed development and improvement projects | ||
Number of Properties | property | 2 | 1 |
Number of Beds/Units | item | 253 | 66 |
Total Investment | $ | $ 46,389 | $ 13,974 |
SNF | Kentucky | ||
Completed development and improvement projects | ||
Number of Properties | property | 1 | |
Number of Beds/Units | item | 143 | |
Total Investment | $ | $ 24,496 | |
MC Units | Illinois | ||
Completed development and improvement projects | ||
Number of Properties | property | 1 | |
Number of Beds/Units | item | 66 | |
Total Investment | $ | $ 13,974 | |
ALF/ILF/MC | Wisconsin | ||
Completed development and improvement projects | ||
Number of Properties | property | 1 | |
Number of Beds/Units | item | 110 | |
Total Investment | $ | $ 21,893 |
Real Estate Investments - Prope
Real Estate Investments - Properties held-for-sale (Details) $ in Thousands | Sep. 30, 2019USD ($)$ / itemproperty | Dec. 31, 2018USD ($) |
Real estate investments | ||
Accumulated depreciation | $ 340,505 | $ 312,959 |
ILF | Properties held-for-sale | Texas | ||
Real estate investments | ||
Number of properties | property | 1 | |
Gross Investment | $ 5,746 | |
Accumulated depreciation | $ 1,916 | |
Number of beds/units | $ / item | 140 |
Real Estate Investments - Pro_2
Real Estate Investments - Property Sales (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018item | Sep. 30, 2019USD ($)itemproperty | Sep. 30, 2018USD ($)itemproperty | Dec. 31, 2018USD ($) | |
Disposals and other | ||||||
Carrying value | $ 1,132,271 | $ 1,132,271 | $ 1,106,581 | |||
Net Gain (Loss) | 6,236 | $ 14,353 | $ 6,736 | $ 62,698 | ||
ALF | ||||||
Disposals and other | ||||||
Number of properties sold | item | 6 | |||||
Properties sold | ||||||
Disposals and other | ||||||
Number of properties sold | property | 1 | 8 | ||||
Number of beds or units in property sold | item | 148 | 605 | ||||
Sales price | $ 7,920 | $ 85,375 | ||||
Carrying value | 1,639 | 19,970 | 1,639 | 19,970 | ||
Net Gain (Loss) | $ 6,736 | $ 62,698 | ||||
Properties sold | SNF | Georgia | ||||||
Disposals and other | ||||||
Number of properties sold | property | 1 | |||||
Number of beds or units in property sold | item | 148 | |||||
Sales price | $ 7,920 | |||||
Carrying value | $ 1,639 | 1,639 | ||||
Net Gain (Loss) | 6,236 | |||||
Properties sold | SNF | Alabama | ||||||
Disposals and other | ||||||
Number of properties sold | property | 2 | |||||
Number of beds or units in property sold | item | 285 | |||||
Sales price | $ 17,525 | |||||
Carrying value | 3,272 | 3,272 | ||||
Net Gain (Loss) | 14,253 | |||||
Properties sold | ALF | ||||||
Disposals and other | ||||||
Net Gain (Loss) | $ 500 | |||||
Properties sold | ALF | Kansas | ||||||
Disposals and other | ||||||
Sales price | 350 | |||||
Carrying value | 346 | $ 346 | ||||
Properties sold | ALF | Ohio and Pennsylvania | ||||||
Disposals and other | ||||||
Number of properties sold | property | 6 | |||||
Number of beds or units in property sold | item | 320 | |||||
Sales price | $ 67,500 | |||||
Carrying value | $ 16,352 | 16,352 | ||||
Net Gain (Loss) | $ 48,445 |
Real Estate Investments - Mortg
Real Estate Investments - Mortgage Loan (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)itempropertyloanstate$ / item | |
Mortgage Loans | |
Number of operators | 1 |
Mortgage Loans | |
Mortgage Loans | |
Gross Investment | $ | $ 255,737 |
Percentage of Investment | 100.00% |
Number of Loans | loan | 4 |
Number of properties | property | 22 |
Investment per Bed/Unit | $ / item | 88.43 |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% |
Loan Term | 30 years |
Number of states | state | 1 |
Mortgage loans with 9.70% Interest Maturing 2043 | SNF | Mortgage Loans | |
Mortgage Loans | |
Interest rate (as a percent) | 9.70% |
Gross Investment | $ | $ 186,510 |
Percentage of Investment | 72.90% |
Number of Loans | loan | 1 |
Number of properties | property | 15 |
Investment per Bed/Unit | $ / item | 91.92 |
Mortgage loans with 9.20% Interest Maturing 2045 | SNF | Mortgage Loans | |
Mortgage Loans | |
Interest rate (as a percent) | 9.20% |
Gross Investment | $ | $ 34,886 |
Percentage of Investment | 13.60% |
Number of Loans | loan | 1 |
Number of properties | property | 4 |
Investment per Bed/Unit | $ / item | 69.63 |
Mortgage loans with 9.40% Interest Maturing 2045 | SNF | Mortgage Loans | |
Mortgage Loans | |
Interest rate (as a percent) | 9.40% |
Gross Investment | $ | $ 19,391 |
Percentage of Investment | 7.60% |
Number of Loans | loan | 1 |
Number of properties | property | 2 |
Investment per Bed/Unit | $ / item | 94.59 |
Mortgages With 9.40 Percent Interest Maturing 2045 Option One | SNF | |
Mortgage Loans | |
Interest rate (as a percent) | 9.40% |
Mortgages With 9.40 Percent Interest Maturing 2045 Option One | SNF | Mortgage Loans | |
Mortgage Loans | |
Gross Investment | $ | $ 14,950 |
Percentage of Investment | 5.90% |
Number of Loans | loan | 1 |
Number of properties | property | 1 |
Investment per Bed/Unit | $ / item | 95.22 |
SNF Beds | Mortgage Loans | |
Mortgage Loans | |
Number of beds/units | 2,892 |
SNF Beds | Mortgage loans with 9.70% Interest Maturing 2043 | SNF | Mortgage Loans | |
Mortgage Loans | |
Number of beds/units | 2,029 |
SNF Beds | Mortgage loans with 9.20% Interest Maturing 2045 | SNF | Mortgage Loans | |
Mortgage Loans | |
Number of beds/units | 501 |
SNF Beds | Mortgage loans with 9.40% Interest Maturing 2045 | SNF | Mortgage Loans | |
Mortgage Loans | |
Number of beds/units | 205 |
SNF Beds | Mortgages With 9.40 Percent Interest Maturing 2045 Option One | SNF | Mortgage Loans | |
Mortgage Loans | |
Number of beds/units | 157 |
Real Estate Investments - Mor_2
Real Estate Investments - Mortgage Loans Activity (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($)item | |
Mortgage Loans | ||
Originations and fundings under mortgage loans receivable | $ 10,919 | $ 20,530 |
Pay-offs received | (1,086) | |
Scheduled principal payments received | (565) | (550) |
Mortgage loan premium amortization | (3) | (3) |
Provision for loan loss reserve | (104) | (189) |
Net increase in mortgage loans receivable | $ 10,247 | 18,702 |
Mortgage Loans | ||
Mortgage Loans | ||
Loan Term | 30 years | |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% | |
Mortgages with 9.41% Interest, fixed for two years, and escalating by 2.25% thereafter | ||
Mortgage Loans | ||
Loan Term | 2 years | |
Mortgages with 9.41% Interest, fixed for two years, and escalating by 2.25% thereafter | Mortgage Loans | ||
Mortgage Loans | ||
Additions to mortgage loans | $ 7,500 | |
Interest rate (as a percent) | 9.41% | |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% | |
SNF Beds | Mortgage Loans | ||
Mortgage Loans | ||
Number of beds/units | item | 2,892 | |
SNF 112 | Michigan | SNF | Mortgages with 8.7% Interest, fixed for five years, and escalating by 2.25% thereafter | Mortgage Loans | ||
Mortgage Loans | ||
Additions to mortgage loans | $ 7,400 | |
Number of beds/units | item | 112 | |
Interest rate (as a percent) | 8.70% | |
Loan Term | 5 years | |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% | |
SNF 126 | Michigan | SNF | Mortgages with 8.7% Interest, fixed for five years, and escalating by 2.25% thereafter | ||
Mortgage Loans | ||
Number of beds/units | item | 126 | |
SNF 126 | Michigan | SNF | Mortgages with 8.7% Interest, fixed for five years, and escalating by 2.25% thereafter | Mortgage Loans | ||
Mortgage Loans | ||
Additions to mortgage loans | $ 7,125 | |
Interest rate (as a percent) | 9.41% | |
Loan Term | 5 years | |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Ventures - Investment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | Oct. 01, 2019property | Dec. 31, 2018USD ($) | |
Investment in Unconsolidated Joint Ventures | ||||||
Carrying Value | $ 24,426 | $ 24,426 | $ 30,615 | |||
Cash Interest Received | 2,577 | $ 1,727 | ||||
Income Recognized | $ 760 | $ 746 | $ 1,973 | 2,103 | ||
Joint Venture | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Number of beds/units | item | 585 | 585 | ||||
Investment commitment | $ 25,650 | |||||
Carrying Value | $ 24,426 | 24,426 | ||||
Joint Venture | Not primary beneficiary | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Cash Interest Received | 2,577 | 1,727 | ||||
Capital Contributions | 394 | 580 | ||||
Income Recognized | $ 1,973 | 2,103 | ||||
Preferred Equity Investment | Subsequent Event | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Number of properties owned by joint venture | property | 4 | |||||
Combination ALF, MC and ILF community | Preferred Equity Investment | Joint Venture | Not primary beneficiary | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Preferred return percentage | 15.00% | |||||
Currently paid in cash as a percentage | 8.00% | |||||
Number of beds/units | item | 585 | 585 | ||||
Investment commitment | $ 25,650 | |||||
Carrying Value | $ 24,426 | 24,426 | ||||
Cash Interest Received | 1,166 | 1,436 | ||||
Capital Contributions | 394 | 580 | ||||
Income Recognized | $ 614 | 1,490 | ||||
Combination ALF/IL/MC | Mezzanine Loans | Joint Venture | Not primary beneficiary | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Preferred return percentage | 15.00% | |||||
Number of beds/units | item | 99 | 99 | ||||
Investment commitment | $ 2,900 | |||||
Cash Interest Received | 979 | 291 | ||||
Income Recognized | 955 | 383 | ||||
Combination ALF/MC | Joint Venture | Not primary beneficiary | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Cash Interest Received | 432 | |||||
Income Recognized | $ 404 | |||||
Combination UDP-ALF/IL/MC | Mezzanine Loans | Joint Venture | Not primary beneficiary | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Income Recognized | $ 230 | |||||
Combination UDP-ALF/MC | Mezzanine Loans | Joint Venture | Not primary beneficiary | ||||||
Investment in Unconsolidated Joint Ventures | ||||||
Preferred return percentage | 15.00% | |||||
Number of beds/units | item | 127 | 127 | ||||
Investment commitment | $ 3,400 |
Notes Receivable - Components (
Notes Receivable - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Notes receivable activities | ||
Mezzanine loan Funded | $ 6,800 | |
Notes receivable reserve | (177) | $ (128) |
Total | 17,552 | 12,715 |
Mezzanine loan with 12.0% Interest | ||
Notes receivable activities | ||
Mezzanine loan Funded | 13,284 | 9,868 |
Other loans | ||
Notes receivable activities | ||
Mezzanine loan Funded | $ 4,445 | $ 2,975 |
Notes Receivable - Notes Receiv
Notes Receivable - Notes Receivable Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Notes receivable activities | ||
Advances under notes receivable | $ 8,531 | $ 50 |
Principal payments received under notes receivable | (3,446) | (3,848) |
Reclassified to lease incentives | (200) | |
Notes receivable reserve | 48 | (38) |
Total | $ 4,837 | $ (3,760) |
Notes Receivable - Notes Rece_2
Notes Receivable - Notes Receivable Activity - Loan Commitment (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mezzanine loan Funded | $ 6,800 | |
Mezzanine loan with 12.0% Interest | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mezzanine loan Funded | $ 13,284 | $ 9,868 |
204-unit ILF/ALF/MC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of Beds or Units under Development | item | 204 | |
Loan Term | 5 years | |
Interest rate (as a percent) | 12.00% | |
204-unit ILF/ALF/MC | $1400 note agreement | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mezzanine loan Funded | $ 1,124 | |
Mezzanine Loan Committed to fund | $ 276 | |
Interest rate (as a percent) | 7.00% | |
Notes Receivable Principal Amount | $ 1,400 | |
204-unit ILF/ALF/MC | $550 Note Agreement | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mezzanine loan Funded | 400 | |
Mezzanine Loan Committed to fund | $ 150 | |
Interest rate (as a percent) | 7.50% | |
Notes Receivable Principal Amount | $ 550 | |
204-unit ILF/ALF/MC | Mezzanine loan with 12.0% Interest | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loan Term | 46 months |
Lease Incentives (Details)
Lease Incentives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Lease Incentives | |||||
Non-contingent lease incentives | $ 2,590 | $ 2,590 | $ 14,443 | ||
Non-contingent lease incentives, funding | 322 | $ 1,272 | |||
Total funding | 322 | 1,272 | |||
Non-contingent lease incentives, Amortization | (281) | (1,292) | |||
Contingent lease incentives, Amortization | (359) | ||||
Total amortization | $ (100) | $ (560) | (281) | $ (1,651) | |
Non-contingent lease incentives, Adjustment | (11,893) | ||||
Total Adjustment | (11,893) | ||||
Contingent lease incentives, Write off | $ 12,093 | ||||
Reclassification of Notes Receivable to Lease Incentives | $ 200 |
Debt Obligations - Bank Borrowi
Debt Obligations - Bank Borrowings Terms (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Bank Borrowings | ||
Debt Obligations | ||
Maximum available under facility | $ 1,000,000,000 | $ 600,000,000 |
Additional extension period option | 1 year | |
Unused commitment fee (as a percent) | 0.20% | |
Bank Borrowings | LIBOR | ||
Debt Obligations | ||
Basis spread over base rate (as a percent) | 1.15% | |
Senior Unsecured Notes | Private Shelf Agreement Prudential | ||
Debt Obligations | ||
Maximum available under facility | $ 337,500,000 |
Debt Obligations - Summary (Det
Debt Obligations - Summary (Details) - USD ($) | Oct. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Obligations | ||||
Applicable Interest Rate (as a percent) | 4.22% | |||
Borrowings | $ 73,400,000 | $ 96,500,000 | ||
Outstanding Balance | 683,869,000 | $ 645,029,000 | ||
Available for borrowing | 542,100,000 | 581,833,000 | ||
Principal payments on senior unsecured notes | $ 14,667,000 | $ 20,166,000 | ||
Bank Borrowings | ||||
Debt Obligations | ||||
Applicable Interest Rate (as a percent) | 3.39% | |||
Outstanding Balance | $ 165,400,000 | 112,000,000 | ||
Available for borrowing | $ 434,600,000 | 488,000,000 | ||
Bank Borrowings | Subsequent Event | ||||
Debt Obligations | ||||
Outstanding Balance | $ 65,400,000 | |||
Available for borrowing | 534,600,000 | |||
Senior Unsecured Notes | ||||
Debt Obligations | ||||
Applicable Interest Rate (as a percent) | 4.48% | |||
Outstanding Balance | $ 518,469,000 | 533,029,000 | ||
Available for borrowing | $ 107,500,000 | $ 93,833,000 | ||
Senior Unsecured Notes | Subsequent Event | ||||
Debt Obligations | ||||
Outstanding Balance | 618,469,000 | |||
Available for borrowing | 7,500,000 | |||
$100,000 unsecured notes | Subsequent Event | ||||
Debt Obligations | ||||
Mezzanine loan principal amount | $ 100,000,000 | |||
Interest rate (as a percent) | 3.85% | |||
$100,000 unsecured notes | Bank Borrowings | Subsequent Event | ||||
Debt Obligations | ||||
Borrowings | $ 100,000,000 | |||
Mezzanine loan principal amount | $ 100,000,000 |
Debt Obligations - Borrowings a
Debt Obligations - Borrowings and Repayments (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Borrowings | ||
Bank borrowings | $ 73,400 | $ 96,500 |
Total | 73,400 | 96,500 |
Repayments | ||
Repayment of bank borrowings | (20,000) | (73,000) |
Principal payments on senior unsecured notes | (14,667) | (20,166) |
Total | $ (34,667) | $ (93,166) |
Equity - Class of Stock Disclos
Equity - Class of Stock Disclosures - Common Stock and Shelf Registrations (Details) - Common Stock - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Equity | ||
Number of shares repurchased | 45,030 | 31,326 |
Equity Distribution Agreements | ||
Equity | ||
Maximum offering capacity under shelf registration statement | $ 200,000,000 | |
Shares common stock sold | 0 | |
Amount available under effective shelf registration statement | $ 200,000,000 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interest (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)item | Jun. 30, 2018USD ($)item | Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Noncontrolling interest | |||||
Gross Consolidated Assets | $ 1,512,231 | $ 1,513,620 | |||
Non-controlling interests | 8,460 | $ 7,481 | |||
Investment Commitment | 144,347 | ||||
Partnership | |||||
Noncontrolling interest | |||||
Gross Consolidated Assets | 74,855 | ||||
Non-controlling interests | 8,460 | ||||
2018 Acquisitions | |||||
Noncontrolling interest | |||||
Purchase Price | $ 40,295 | ||||
Economic interest in joint venture | 88.00% | ||||
2018 Acquisitions | ALF | |||||
Noncontrolling interest | |||||
Purchase Price | 39,600 | ||||
2019 Acquisitions | |||||
Noncontrolling interest | |||||
Purchase Price | 38,951 | ||||
2019 Acquisitions | SNF | |||||
Noncontrolling interest | |||||
Purchase Price | 19,500 | ||||
2019 Acquisitions | ALF | |||||
Noncontrolling interest | |||||
Purchase Price | 16,719 | ||||
Virginia | 2019 Acquisitions | Partnership | ALF and MC | |||||
Noncontrolling interest | |||||
Gross Consolidated Assets | 16,895 | ||||
Non-controlling interests | 919 | ||||
Oregon | 2018 Acquisitions | Partnership | Properties under Development | |||||
Noncontrolling interest | |||||
Gross Consolidated Assets | 9,987 | ||||
Non-controlling interests | 1,081 | ||||
Oregon | 2018 Acquisitions | Partnership | ILF | |||||
Noncontrolling interest | |||||
Gross Consolidated Assets | 14,400 | ||||
Non-controlling interests | 2,857 | ||||
Wisconsin | 2017 Acquisitions | Partnership | Properties under Development | |||||
Noncontrolling interest | |||||
Gross Consolidated Assets | 21,893 | ||||
Non-controlling interests | 2,318 | ||||
South Carolina | 2017 Acquisitions | Partnership | ALF | |||||
Noncontrolling interest | |||||
Gross Consolidated Assets | 11,680 | ||||
Non-controlling interests | $ 1,285 | ||||
110-unit ILF/ALF/MC | Wisconsin | 2017 Acquisitions | ALF/ILF/MC | |||||
Noncontrolling interest | |||||
Number of beds/units under development | item | 110 | ||||
89-unit ILF | 2018 Acquisitions | ILF | |||||
Noncontrolling interest | |||||
Non-controlling interests | $ 2,857 | 2,857 | |||
Purchase Price | 14,400 | ||||
Investment Commitment | $ 11,543 | $ 11,543 | |||
Number of beds/units under development | item | 89 | 89 | |||
78-unit ALF/MC | 2018 Acquisitions | ALF and MC | |||||
Noncontrolling interest | |||||
Non-controlling interests | $ 1,081 | ||||
Purchase Price | 18,108 | $ 18,108 | |||
Investment Commitment | $ 17,027 | ||||
Number of beds/units under development | item | 78 |
Equity - Class of Stock Discl_2
Equity - Class of Stock Disclosures - Dividends and AOCI (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Dividend Distributions | ||||||||||
Paid | $ 68,241 | $ 67,768 | ||||||||
Dividends declared and paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | $ 1.71 | $ 1.71 | ||||||
Dividends paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | |||
Common Stock | ||||||||||
Dividend Distributions | ||||||||||
Declared | $ 68,241 | $ 67,768 | $ 68,241 | $ 67,768 | ||||||
Paid | $ 68,241 | $ 67,768 | ||||||||
Dividends paid per common share (in dollars per share) | $ 0.19 | $ 0.19 | ||||||||
Common Stock | Subsequent Event | Dividend Payable, October 31, 2019 | ||||||||||
Dividend Distributions | ||||||||||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 | |||||||||
Common Stock | Subsequent Event | Dividend Payable, November 29, 2019 | ||||||||||
Dividend Distributions | ||||||||||
Dividends declared and paid per common share (in dollars per share) | 0.19 | |||||||||
Common Stock | Subsequent Event | Dividend Payable, December 31, 2019 | ||||||||||
Dividend Distributions | ||||||||||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 |
Equity - Options (Details)
Equity - Options (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Stock Based Compensation Plans | ||
Stock options granted (in shares) | 0 | 0 |
Options exercised (in shares) | 5,000 | 5,000 |
Weighted Average Exercise Price (in dollars per share) | $ 24.65 | $ 24.65 |
Value of options exercised | $ 123,000 | $ 123,000 |
Market value of options on the date of exercise | $ 233,000 | $ 205,000 |
Options outstanding at end of the period (in shares) | 15,000 | |
Options exercisable at end of the period (in shares) | 15,000 | |
2015 Plan | ||
Stock Based Compensation Plans | ||
Total shares reserved for issuance of common stock related to the conversion of preferred stock | 1,400,000 |
Equity - Restricted Stock and p
Equity - Restricted Stock and performance-based stock units (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Restricted stock and performance-based stock units | ||
Restricted stock and performance based stock units activity | ||
Outstanding at the beginning of the year (in shares) | 325,750 | 244,181 |
Granted (in shares) | 147,608 | 156,718 |
Vested (in shares) | (127,725) | (75,149) |
Outstanding at the end of the year (in shares) | 345,633 | 325,750 |
Performance-based stock units | ||
Restricted stock and performance based stock units activity | ||
Vested (in shares) | (48,225) |
Equity - Restricted Stock (Deta
Equity - Restricted Stock (Details) - Restricted stock and performance-based stock units - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Restricted stock awards | ||
Number of shares granted | 147,608 | 156,718 |
Compensation expense related to share-based award | $ 4,938,000 | $ 4,384,000 |
Nonvested awards | ||
Remaining compensation expense | 8,938 | |
2019 | ||
Nonvested awards | ||
Remaining compensation expense | 1,627 | |
2020 | ||
Nonvested awards | ||
Remaining compensation expense | 4,619 | |
2021 | ||
Nonvested awards | ||
Remaining compensation expense | 2,503 | |
2022 | ||
Nonvested awards | ||
Remaining compensation expense | $ 189 | |
Grant Date Price $38.18 | Three year vesting | ||
Restricted stock awards | ||
Number of shares granted | 81,819 | |
Granted (in dollars per share) | $ 38.18 | |
Grant Date Price $38.18 | TSR Targets | ||
Restricted stock awards | ||
Number of shares granted | 66,171 | |
Granted (in dollars per share) | $ 38.18 | |
Vesting period | 4 years | |
Grant Date Price $38.18 | Accelerated TSR Targets | ||
Restricted stock awards | ||
Vesting period | 3 years | |
Grant Date Price $46.54 | Three year vesting | ||
Restricted stock awards | ||
Number of shares granted | 78,276 | |
Granted (in dollars per share) | $ 46.54 | |
Vesting period | 3 years | 3 years |
Grant Date Price $46.54 | TSR Targets | ||
Restricted stock awards | ||
Number of shares granted | 60,836 | |
Granted (in dollars per share) | $ 46.54 | |
Vesting period | 4 years | |
Grant Date Price $46.54 | Accelerated TSR Targets | ||
Restricted stock awards | ||
Vesting period | 3 years | |
Grant Date Price $44.73 | Vesting Date, May 29, 2020 | ||
Restricted stock awards | ||
Number of shares granted | 8,496 | |
Granted (in dollars per share) | $ 44.73 | |
Grant Date Price $41.25 | Vesting Date, May 30, 2019 | ||
Restricted stock awards | ||
Number of shares granted | 8,728 | |
Granted (in dollars per share) | $ 41.25 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Commitments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Commitments and Contingencies | |
Investment Commitment | $ 144,347 |
2019 Funding | 14,866 |
Total Commitments funded | 66,673 |
Remaining commitment | 77,674 |
Real estate properties | |
Commitments and Contingencies | |
Investment Commitment | 50,647 |
2019 Funding | 9,450 |
Total Commitments funded | 18,959 |
Remaining commitment | 31,688 |
Accrued incentives and earn-out liabilities | |
Commitments and Contingencies | |
Investment Commitment | 9,000 |
Remaining commitment | 9,000 |
Mortgage loans | |
Commitments and Contingencies | |
Investment Commitment | 56,200 |
2019 Funding | 3,419 |
Total Commitments funded | 22,009 |
Remaining commitment | 34,191 |
Commitments To Expand and Renovate Properties | |
Commitments and Contingencies | |
Investment Commitment | 35,700 |
Contingent Funding Commitments | |
Commitments and Contingencies | |
Investment Commitment | 20,500 |
Joint venture investments | |
Commitments and Contingencies | |
Investment Commitment | 25,650 |
2019 Funding | 394 |
Total Commitments funded | 24,078 |
Remaining commitment | 1,572 |
Notes receivable | |
Commitments and Contingencies | |
Investment Commitment | 2,850 |
2019 Funding | 1,603 |
Total Commitments funded | 1,627 |
Remaining commitment | $ 1,223 |
Major Operators (Details)
Major Operators (Details) | 9 Months Ended |
Sep. 30, 2019itemproperty | |
Major Operators | |
Number of major operators | 2 |
Prestige Healthcare | SNF | |
Major Operators | |
Number of beds | property | 24 |
Number of beds/units | 3,010 |
Prestige Healthcare | ALF | |
Major Operators | |
Number of beds/units | 93 |
Senior Lifestyle Corporation | ALF | |
Major Operators | |
Number of beds | property | 23 |
Number of beds/units | 1,457 |
Operator Concentration Risk | SNF | |
Major Operators | |
Number of beds | property | 24 |
Number of beds/units | 3,010 |
Operator Concentration Risk | ALF | |
Major Operators | |
Number of beds | property | 23 |
Number of beds/units | 1,550 |
Total Revenue | Operator Concentration Risk | |
Major Operators | |
Concentration risk (as a percent) | 27.80% |
Total Revenue | Operator Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 17.00% |
Total Revenue | Operator Concentration Risk | Senior Lifestyle Corporation | |
Major Operators | |
Concentration risk (as a percent) | 10.80% |
Total Assets | Operator Concentration Risk | |
Major Operators | |
Concentration risk (as a percent) | 27.60% |
Total Assets | Credit Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 17.30% |
Total Assets | Credit Concentration Risk | Senior Lifestyle Corporation | |
Major Operators | |
Concentration risk (as a percent) | 10.30% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net income | $ 27,280 | $ 20,534 | $ 20,427 | $ 30,844 | $ 34,937 | $ 68,936 | $ 20,359 | $ 68,241 | $ 124,232 |
Less income allocated to non-controlling interests | (88) | (17) | (257) | (17) | |||||
Less income allocated to participating securities: | |||||||||
Non-forfeitable dividends on participating securities | (93) | (89) | (279) | (268) | |||||
Income allocated to participating securities | (19) | (49) | (19) | (236) | |||||
Total net income allocated to participating securities | (112) | (138) | (298) | (504) | |||||
Net income available to common stockholders | 27,080 | 34,782 | 67,686 | 123,711 | |||||
Effect of dilutive securities: | |||||||||
Participating securities | 138 | 504 | |||||||
Net income for diluted net income per share | $ 27,080 | $ 34,920 | $ 67,686 | $ 124,215 | |||||
Reconciliation of shares | |||||||||
Shares for basic net income per share | 39,586 | 39,487 | 39,565 | 39,470 | |||||
Effect of dilutive securities: (Shares) | |||||||||
Total effect of dilutive securities (in shares) | 379 | 378 | 379 | 375 | |||||
Shares for diluted net income per share | 39,965 | 39,865 | 39,944 | 39,845 | |||||
Basic (in dollars per share) | $ 0.68 | $ 0.88 | $ 1.71 | $ 3.13 | |||||
Diluted (in dollars per share) | $ 0.68 | $ 0.88 | $ 1.69 | $ 3.12 | |||||
Stock options | |||||||||
Effect of dilutive securities: (Shares) | |||||||||
Stock options and performance-based stock units (in shares) | 4 | 4 | 4 | 3 | |||||
Performance-based stock units | |||||||||
Effect of dilutive securities: (Shares) | |||||||||
Stock options and performance-based stock units (in shares) | 375 | 217 | 375 | 217 | |||||
Participating Securities | |||||||||
Effect of dilutive securities: (Shares) | |||||||||
Participating securities | 157 | 155 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | Sep. 30, 2019USD ($)item | Dec. 31, 2018USD ($)item |
Fair value measurements | ||
Mortgage loans receivable | $ 253,186 | $ 242,939 |
Senior unsecured notes, net of debt issue costs | $ 518,469 | $ 533,029 |
Level 3 | Senior Unsecured Notes maturing before 2026 | Discount Rate | ||
Fair value measurements | ||
Future cash outflows discount rate (as a percent) | item | 3.50 | 5.15 |
Level 3 | Senior Unsecured Notes maturing 2026 and after | Discount Rate | ||
Fair value measurements | ||
Future cash outflows discount rate (as a percent) | item | 3.70 | 5.40 |
Level 3 | Mortgage Loans Receivable | Discount Rate | ||
Fair value measurements | ||
Future cash inflows discount rate (as a percent) | item | 9 | 9 |
Carrying Value | ||
Fair value measurements | ||
Mortgage loans receivable | $ 253,186 | $ 242,939 |
Bank borrowings | 165,400 | 112,000 |
Senior unsecured notes, net of debt issue costs | 518,469 | 533,029 |
Fair Value | ||
Fair value measurements | ||
Bank borrowings | 165,400 | 112,000 |
Fair Value | Level 3 | ||
Fair value measurements | ||
Mortgage loans receivable | 310,842 | 295,492 |
Senior unsecured notes, net of debt issue costs | $ 537,739 | $ 508,613 |
Subsequent Events - Debt (Detai
Subsequent Events - Debt (Details) - USD ($) | Oct. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Obligations | ||||
Outstanding Balance | $ 683,869,000 | $ 645,029,000 | ||
Available for borrowing | 542,100,000 | 581,833,000 | ||
Borrowings | 73,400,000 | $ 96,500,000 | ||
$100,000 unsecured notes | Subsequent Event | ||||
Debt Obligations | ||||
Mezzanine loan principal amount | $ 100,000,000 | |||
Interest rate (as a percent) | 3.85% | |||
Bank Borrowings | ||||
Debt Obligations | ||||
Outstanding Balance | 165,400,000 | 112,000,000 | ||
Available for borrowing | 434,600,000 | 488,000,000 | ||
Bank Borrowings | Subsequent Event | ||||
Debt Obligations | ||||
Outstanding Balance | $ 65,400,000 | |||
Available for borrowing | 534,600,000 | |||
Bank Borrowings | $100,000 unsecured notes | Subsequent Event | ||||
Debt Obligations | ||||
Mezzanine loan principal amount | 100,000,000 | |||
Borrowings | 100,000,000 | |||
Senior Unsecured Notes | ||||
Debt Obligations | ||||
Outstanding Balance | 518,469,000 | 533,029,000 | ||
Available for borrowing | $ 107,500,000 | $ 93,833,000 | ||
Senior Unsecured Notes | Subsequent Event | ||||
Debt Obligations | ||||
Outstanding Balance | 618,469,000 | |||
Available for borrowing | $ 7,500,000 |
Subsequent Events - Equity (Det
Subsequent Events - Equity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Equity | |||||
Dividends declared and paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | $ 1.71 | $ 1.71 | |
Subsequent Event | Common Stock | Dividend Payable, October 31, 2019 | |||||
Equity | |||||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 | ||||
Subsequent Event | Common Stock | Dividend Payable, November 29, 2019 | |||||
Equity | |||||
Dividends declared and paid per common share (in dollars per share) | 0.19 | ||||
Subsequent Event | Common Stock | Dividend Payable, December 31, 2019 | |||||
Equity | |||||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 |