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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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04-3445278
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(State of Organization)
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(IRS Employer Identification No.)
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Title Of Each Class
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Trading Symbol(s)
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Name Of Each Exchange On Which Registered
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Common Shares of Beneficial Interest
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DHC
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The Nasdaq Stock Market LLC
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5.625% Senior Notes due 2042
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DHCNI
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The Nasdaq Stock Market LLC
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6.25% Senior Notes due 2046
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DHCNL
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The Nasdaq Stock Market LLC
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Large accelerated filer
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Accelerated filer
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Non-Accelerated filer
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Smaller reporting company
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Emerging growth company
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Our ability to pay distributions to our shareholders and to sustain the amount of such distributions,
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The ability of Five Star Senior Living Inc., or Five Star, the manager of our managed senior living communities, to manage our senior living communities profitably and increase our returns from our managed senior living communities,
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Whether the aging U.S. population and increasing life spans of seniors will increase the demand for senior living communities, wellness centers and other medical and healthcare related properties and healthcare services,
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Our ability to retain our existing tenants, attract new tenants and maintain or increase current rental rates,
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The credit qualities of our tenants,
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Our ability to compete for tenancies and acquisitions effectively,
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Our ability to maintain and increase occupancy, revenues and net operating income, or NOI, at our properties,
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Our acquisitions and sales of properties,
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Our ability to raise debt or equity capital,
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Our ability to complete our target dispositions in accordance with our stated plan,
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The future availability of borrowings under our revolving credit facility,
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Our policies and plans regarding investments, financings and dispositions,
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Our ability to pay interest on and principal of our debt,
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Our ability to appropriately balance our use of debt and equity capital,
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Our credit ratings,
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Our expectation that we benefit from our relationships with The RMR Group Inc., or RMR Inc.,
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Our qualification for taxation as a real estate investment trust, or REIT, and
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Other matters.
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The impact of conditions in the economy and the capital markets on us and our tenants and managers,
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Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
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Limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify for taxation as a REIT for U.S. federal income tax purposes,
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Competition within the healthcare and real estate industries, particularly in those markets in which our properties are located,
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Actual and potential conflicts of interest with our related parties, including our Managing Trustees, Five Star, The RMR Group LLC, or RMR LLC, RMR Inc. and others affiliated with them, and
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Acts of terrorism, outbreaks of so called pandemics or other manmade or natural disasters beyond our control.
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The conversion of our previously existing master leases with Five Star to management agreements pursuant to the restructuring of our business arrangements with Five Star was a significant change in our business arrangements with Five Star and may cause us to realize significantly different operating results from our senior living communities operated by Five Star, including increased variability in such results,
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If Five Star fails to provide quality services at our senior living communities, the NOI generated by these communities may be adversely affected,
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Five Star, the manager of our managed senior living communities, has experienced significant operating and financial challenges, resulting from a number of factors, some of which are beyond Five Star's control, and which challenges directly impact our operating results from our managed senior living communities, including, but not limited to:
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Increases in Five Star’s labor costs or in costs Five Star pays for goods and services,
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Competition within the senior living industry,
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Seniors delaying or forgoing moving into senior living communities or purchasing healthcare services,
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The impact of changes in the economy and the capital markets on Five Star and its residents and other customers,
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Changes in Medicare or Medicaid policies and regulations or the possible future repeal, replacement or modification of these or other existing or proposed legislation or regulations,
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Increases in compliance costs,
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Continued efforts by third party payers to reduce healthcare costs,
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Increases in tort and insurance liability costs, and
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Five Star’s exposure to litigation and regulatory and government proceedings due to the nature of its business.
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If Five Star’s other operations are not profitable or if it does not operate our managed senior living communities successfully, it could become insolvent,
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We own a significant number of Five Star's common shares and we expect to own these shares for the foreseeable future. However, we may sell some or all of our Five Star common shares, or our ownership interest in Five Star may otherwise be diluted in the future,
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On April 18, 2019, we lowered our regular quarterly distribution rate to $0.15 per common share ($0.60 per common share annually), which was based on a target distribution payout ratio of approximately 80% of projected cash available for distribution after our sale of certain properties and the stabilization of our transitioned senior living communities. Our distribution rate may be set and reset from time to time by our Board of Trustees. Our Board of Trustees will consider many factors when setting or resetting our distribution rate, including our historical and projected net income, Normalized
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Our ability to make future distributions to our shareholders and to make payments of principal and interest on our indebtedness depends upon a number of factors, including our future earnings, the capital costs we incur to lease and operate our properties and our working capital requirements. We may be unable to pay our debt obligations or to maintain our current rate of distributions on our common shares and future distributions may be reduced or eliminated,
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We plan to selectively sell certain properties from time to time to fund future acquisitions and to strategically update, rebalance and reposition our investment portfolio, which we refer to as our capital recycling program. In addition, to reduce our leverage, we have sold properties and other assets and have identified additional properties to sell. We cannot be sure we will sell any of these properties or what the terms or timing of any such sales may be. In addition, in the case of our capital recycling program, we cannot be sure that we will acquire replacement properties that improve the quality of our portfolio or our ability to increase our distributions to shareholders, and, we may sell properties at prices that are less than expected and less than their carrying values and therefore incur losses,
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Contingencies in our acquisition and sale agreements may not be satisfied and our pending acquisitions and sales and any related management arrangements we expect to enter may not occur, may be delayed or the terms of such transactions or arrangements may change,
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The capital investments we are making at our senior living communities and our plan to invest additional capital into our senior living communities to better position them in their respective markets in order to increase our future returns may not be successful and may not achieve our expected results. Our senior living communities may not be competitive, despite these capital investments,
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Our redevelopment projects may not be successful and may cost more or take longer to complete than we currently expect. In addition, we may not realize the returns we expect from these projects and we may incur losses from these projects,
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We may spend more for capital expenditures than we currently expect,
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Our existing joint venture and any other joint ventures that we may enter may not be successful,
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Our tenants may experience losses and default on their rent obligations to us,
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Some of our tenants may not renew expiring leases, and we may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, our properties,
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Our ability to grow our business and maintain or increase our distributions to shareholders depends in large part upon our ability to buy properties and arrange for their profitable operation or lease them for rents, less their property operating expenses, that exceed our capital costs. We may be unable to identify properties that we want to acquire and we may fail to reach agreement with the sellers and complete the purchase of any properties we do want to acquire. In addition, any properties we may acquire may not provide us with rents or revenues less property operating costs that exceed our capital costs or achieve our expected returns. If our cash flows are reduced and our leverage increases, we may need to sell additional properties,
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Rents that we can charge at our properties may decline upon renewals or expirations because of changing market conditions or otherwise,
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We expect to enter into additional management arrangements with Five Star for additional senior living communities that we own or may acquire in the future. However, we cannot be sure that we will enter into any additional management or other arrangements or transactions with Five Star,
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Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions that we may be unable to satisfy,
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Actual costs under our revolving credit facility or other floating rate debt will be higher than LIBOR plus a premium because of fees and expenses associated with such debt,
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The maximum borrowing availability under our revolving credit facility and our $200.0 million term loan may be increased to up to $2.4 billion on a combined basis in certain circumstances. However, increasing the maximum borrowing availability under our revolving credit facility and this term loan is subject to our obtaining additional commitments from lenders, which may not occur,
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We have the option to extend the maturity date of our revolving credit facility upon payment of a fee and meeting other conditions; however, the applicable conditions may not be met,
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The premiums used to determine the interest rate payable on our revolving credit facility and term loans and the facility fee payable on our revolving credit facility are based on our credit ratings. Changes in our credit ratings may cause the interest and fees we pay to increase,
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We may be unable to repay our debt obligations when they become due,
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We intend to conduct our business activities in a manner that will afford us reasonable access to capital for investment and financing activities. However, we may not succeed in this regard and we may not have reasonable access to capital,
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For the year ended December 31, 2019, approximately 97% of our NOI was generated from properties where a majority of the revenues are derived from our tenants’ and residents’ private resources. This may imply that we will maintain or increase the percentage of our NOI generated from private resources at our senior living communities. However, our residents and patients may become unable to fund our charges with private resources and we may be required or may elect for business reasons to accept or pursue revenues from government sources, which could result in an increased part of our NOI and revenue being generated from government payments and our becoming more dependent on government payments,
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Circumstances that adversely affect the ability of seniors or their families to pay for our tenants' and managers' services, such as economic downturns, weak housing market conditions, higher levels of unemployment among our residents' family members, lower levels of consumer confidence, stock market volatility and/or changes in demographics generally could affect the profitability of our senior living communities,
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As of December 31, 2019, we had estimated unspent leasing related obligations of $24.0 million. It is difficult to accurately estimate tenant space preparation costs. Our unspent leasing related obligations may cost more or less and may take longer to complete than we currently expect, and we may incur increasing amounts for these and similar purposes in the future,
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Our senior living communities are subject to extensive government regulation, licensure and oversight. We sometimes experience deficiencies in the operation of our senior living communities and some of our communities may be prohibited from admitting new residents or our license to continue operations at a community may be revoked. Also, operating deficiencies or a license revocation at one or more of our senior living communities may have an adverse impact on our ability to obtain licenses for or attract residents to our other communities,
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We believe that our relationships with our related parties, including Five Star, RMR LLC, RMR Inc., ABP Trust and others affiliated with them may benefit us and provide us with competitive advantages in operating and growing our business. However, the advantages we believe we may realize from these relationships may not materialize, and
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The business and property management agreements between us and RMR LLC have continuing 20 year terms. However, those agreements permit early termination in certain circumstances. Accordingly, we cannot be sure that these agreements will remain in effect for continuing 20 year terms.
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failure of the tenant to pay rent or any other money when due;
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failure of the tenant to provide periodic financial reports when due;
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failure of the tenant to maintain required insurance coverages;
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revocation of any material license necessary for the operation of our properties; or
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failure of the tenant to perform other terms, covenants or conditions of the lease and the continuance thereof for a specified period after written notice.
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terminate the affected lease and accelerate the rent;
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terminate the tenant’s rights to occupy and use the affected property, rent the property to another tenant and recover from the defaulting tenant the difference between the amount of rent which would have been due under the lease and the rent received pursuant to the reletting;
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make any payment or perform any act required to be paid or performed by the tenant under its lease;
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exercise our rights with respect to any collateral securing the lease; and
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require the defaulting tenant to reimburse us for all payments made and all costs and expenses incurred in connection with our exercise of any of the foregoing remedies.
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the use and size of the property;
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the location of the property;
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the proposed acquisition price;
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the existing or proposed lease or management terms;
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the availability and reputation of an experienced and financially qualified tenants, managers or guarantors;
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the historical and projected cash flows from the operations of the property;
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the estimated replacement cost of the property;
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the design, construction quality, physical condition and age of the property and expected capital expenditures or improvements that may be needed at the property;
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the competitive market environment of the property;
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the growth, tax and regulatory environments of the market in which the property is located;
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the price segment and payment sources in which the property is operated;
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the strategic fit of the property within our portfolio;
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our weighted average long term cost of capital compared to projected returns we may realize by owning the property;
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the level of permitted services and regulatory history of the property and its historical tenants and managers; and
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the existence of alternative sources, uses or needs for capital.
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our ability to lease or operate the affected property on terms acceptable to us or have the affected property managed with our realizing acceptable returns;
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the manager’s or tenant's desire to acquire or operate the affected property;
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the manager’s or tenant's desire to dispose of or cease operating the affected property;
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the proposed sale price;
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the remaining length of the lease relating to the property and its other terms;
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our evaluation of future cash flows which may be achieved from the property;
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the strategic fit of the property or investment within our portfolio;
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the capital required to maintain the property;
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the estimated value we may receive by selling the property;
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our intended use of the proceeds we may realize from the sale of a property; and
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the existence of alternative sources, uses or needs for capital.
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CMS's maintenance and enforcement of Conditions of Participation that healthcare organizations must meet in order to participate in the Medicare and Medicaid programs. These standards are designed to improve the quality of care and protect the health and safety of beneficiaries. In September 2016, CMS released a final rule to comprehensively update the requirements for long term care facilities that participate in Medicare and Medicaid. These requirements will increase the cost of operations for long term care facilities that participate in Medicare and Medicaid, such as SNFs. CMS estimated in the final rule that the cost of complying with all of the new requirements per facility would be approximately $62,900 in the first year, and approximately $55,000 each year thereafter. However, we believe new requirements often cost considerably more than CMS estimates.
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In July 2019, CMS announced two rules - one final and one proposed - to further update requirements that long term care facilities that participate in Medicare and Medicaid must meet. Specifically, the final rule repeals the prohibition on the use of pre-dispute, binding arbitration agreements by long term care facilities. The final rule also imposes certain safeguards intended to increase the transparency of arbitration agreements used by long term care facilities, as well as the related arbitration process, including requiring that a facility not require any resident or his or her representative to sign an arbitration agreement as a condition of admission to the facility. Under the proposed rule, CMS proposes to further reform the requirements for long term care facilities by eliminating or reducing certain requirements deemed unnecessary, obsolete, or excessively burdensome. Notably, CMS put forward proposals to modify certain requirements related to grievance policies, infection control staffing, and compliance program requirements, among other changes. We cannot estimate the type or magnitude of the potential Medicare and Medicaid policy changes, but they may be material to and adversely affect our future results of operations.
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Medicare's reimbursement of SNFs under the SNF Prospective Payment System, or SNF PPS, which provides a fixed payment for each day of care provided to a Medicare beneficiary. The SNF PPS payments cover substantially all Medicare Part A services the beneficiary receives. The SNF PPS historically required SNFs to assign each resident to a care group depending on that resident's medical characteristic and service need, known as Resource Utilization Groups, or RUGs.
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On July 31, 2018, CMS finalized its proposal to replace the RUG model, with a revised case-mix methodology called the Patient-Driven Payment Model, or PDPM, which became effective October 1, 2019. The PDPM focuses on clinically relevant factors, rather than volume-based payment, by using ICD-10 diagnosis codes and other patient
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On July 30, 2019, CMS issued the latest SNF PPS final rule, which CMS estimates will increase Medicare payments to SNFs by approximately $851.0 million for federal fiscal year 2020, or 2.4%, compared to federal fiscal year 2019. In addition, CMS has finalized changes to the definition of group therapy performed in a SNF setting in order to align the definition with other post-acute settings. Previously, a group had been defined as having exactly four patients. Under the new definition, a group may have between two and six patients doing the same or similar activities. Further, CMS finalized two new quality measures related to data exchange between SNFs and other providers for inclusion in the SNF Quality Reporting Program.
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The Middle Class Tax Relief and Job Creation Act of 2012, which was enacted in February 2012, incrementally reduced the SNF reimbursement rate for Medicare bad debt from 100% to 65% by federal fiscal year 2015 for beneficiaries dually eligible for Medicare and Medicaid. Because a majority of SNF bad debt has historically been related to dual eligible beneficiaries, this rule has a substantial negative effect on SNFs. The same law also reduced the SNF Medicare bad debt reimbursement rate for Medicare beneficiaries not eligible for Medicaid from 70% to 65% in federal fiscal year 2013 and going forward.
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In addition to the annual changes described above, the Budget Control Act of 2011 and the Bipartisan Budget Act of 2013 allow for automatic reductions in federal spending by means of a process called sequestration, which reduces Medicare payment rates by 2.0% through 2023. In subsequent years, Congress approved additional extensions of Medicare sequestration, through 2029. Medicaid is exempt from the automatic reductions, as are certain Medicare benefits. We are unable to predict the long term financial impact of the automatic payment cuts.
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In 2006, Medicare payments for outpatient therapies became subject to payment limits. The Deficient Reduction Act of 2005, or the DRA, created an exception process under which beneficiaries could request an exception from the cap and be granted the amount of services deemed medically necessary by Medicare. In April 2014, the Protecting Access to Medicare Act of 2014, or PAMA, extended the Medicare outpatient therapy cap exception process through March 2015, postponing the implementation of firm limits on Medicare payments for outpatient therapies. In April 2015, Congress passed the Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, which extended the outpatient therapy cap exceptions process from March 2015 through December 2017, further postponing the implementation of strict limits on Medicare payments for outpatient therapies. The Bipartisan Budget Act of 2018 permanently repealed the caps, effective January 1, 2018.
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In October 2016, CMS issued a final rule to implement the Merit-Based Incentive Payment System, or MIPS, and Advanced Alternative Payment Models, or APMs, which together CMS calls the Quality Payment Program. These reforms were mandated under MACRA and replace the Sustainable Growth Rate methodology for calculating updates to the MPFS. Starting in 2019, providers may be subject to either MIPS payment adjustments or APM incentive payments. MIPS consolidates the various CMS incentive and quality programs into a single reporting mechanism. Providers will receive either incentive payments or reimbursement cuts based on their compliance with MIPS requirements and their performance against a mean and median threshold of all MIPS eligible providers. APMs are innovative models approved by CMS for paying healthcare providers for services provided to Medicare beneficiaries that draw on existing programs, such as the bundled payment and shared savings models.
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Effective January 1, 2019, CMS eliminated functional status reporting requirements due to the Bipartisan Budget Act of 2018's elimination of statutory caps on outpatient therapy, discussed above. The final rule also introduced a new modifier to identify services performed by physical and occupational therapy assistants in advance of payment reductions under the Bipartisan Budget Act of 2018. However, these reductions will not become effective until January 1, 2022. CMS also expanded the definition of MIPS-eligible clinicians to include physical and occupational therapists.
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The DRA and the ACA also include provisions that encourage states to provide long term care services in home and community based settings rather than in SNFs or other inpatient facilities, including increased federal Medicaid spending for some states through the use of several programs. One such program, the Community First Choice Option, or the CFC Option, grants states that choose to participate in the program a 6% increase in federal matching payments for related medical assistance expenditures. According to CMS, as of May 2017, eight states had currently approved CFC programs. We are unable to predict the effect of the implementation of the CFC Option and other similar programs on the ability of our tenants to pay rent to us, the profitability of our managed senior living communities and the values of our properties.
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The ACA extended and expanded eligibility for a program to award competitive grants to states for demonstration projects to provide home and community based long term care services to qualified individuals relocated from SNFs, providing certain increased federal medical assistance for each qualifying beneficiary. States are also permitted to include home and community based services as optional services under their Medicaid state plans, and states opting to do so may establish more stringent needs based criteria for SNF services than for home and community based services. The ACA also expanded the services that states may provide and limited their ability to set caps on enrollment, waiting lists or geographic limitations on home and community based services. These changes under the ACA may result in reduced payments for services, or the failure of Medicare, Medicaid or insurance payment rates to cover increasing costs.
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In January 2018, CMS issued a letter to State Medicaid Directors announcing that CMS would support state efforts to test incentives that make participation in work or other community engagement a requirement for continued Medicaid eligibility for non-elderly, non-pregnant adults. States would be required to have exemptions for individuals who are classified as “disabled” for Medicaid eligibility purposes, as well those with acute medical conditions or medical frailty that would prevent them from complying with the work requirement. As of December 2019, previously approved work requirements implemented in Arkansas, Kentucky and New Hampshire had been suspended by federal courts. Arkansas’s work requirements were later struck down by a federal appeals court panel and Kentucky’s governor rescinded the state’s work requirement waiver. Arizona, Indiana, Michigan, Ohio, South Carolina, Utah and Wisconsin have received CMS approval but have not yet implemented or have suspended implementation of work requirements. In addition, Alabama, Georgia, Idaho, Mississippi, Montana, Nebraska, Oklahoma, South Dakota, Tennessee and Virginia have submitted requests to modify their respective state Medicaid plans to include work requirements. The implementation of work requirements may reduce the availability of Medicaid coverage within our patient population.
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Some of the states in which our tenants and managers operate have not raised Medicaid rates by amounts sufficient to offset increasing costs or have frozen or reduced such rates. In June 2011, Congress ended certain temporary increases in federal payments to states for Medicaid programs that had been in effect since 2008. Some states are expanding their use of managed care, partly to control Medicaid program costs. Under the ACA, the federal government paid for 100% of a state's Medicaid expansion costs from 2014 to 2016 and gradually reduced its subsidy to 90% for 2020 and future years. We expect that the reduction of the federal subsidy, combined with the anticipated slow recovery of state revenues, may result in increases in state budget deficits, particularly in those states that are not participating in Medicaid expansion. As a result, certain states may continue to reduce Medicaid payments to healthcare service providers including some of our tenants and us, as a part of an effort to balance their budgets.
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In November 2019, CMS proposed new reporting requirements for state supplemental payments to Medicaid providers and limitations on approvals to state plan amendments for payments for services at long term care facilities, including SNFs. The finalization of the proposal could impact the availability of supplemental Medicaid payments to SNFs.
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We and some of our tenants and managers are subject to the Improving Medicare Post-Acute Care Transformation Act of 2014, or the IMPACT Act, which requires certain post-acute care providers, including SNFs, to begin collecting and reporting various types of data. Specifically, under the SNF Quality Reporting Program, HHS required SNFs to begin reporting certain quality measures and resource use measures in a standardized and interoperable format as of
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PAMA established a SNF Value-Based Purchasing Program, under which HHS will assess SNFs based on hospital readmissions and make these assessments available to the public. In the SNF PPS final rule for fiscal year 2016, CMS adopted a 30 day all-cause, all-condition hospital readmission measure for SNFs, which was replaced with an all-condition, risk-adjusted potentially preventable hospital readmission rate measure in the SNF PPS final rule for fiscal year 2017. Beginning in federal fiscal year 2019, Medicare payment rates are partially based on SNFs' performance scores on this measure. The 2020 federal fiscal year update adopted two new quality measures to assess whether certain health information is provided by the SNF at the time of transfer or discharge. The update also adopted several standardized patient assessment data elements. To fund the program, CMS will reduce Medicare payments to all SNFs by 2.0% through a withhold mechanism starting in October 2018 and then redistribute approximately 60% of the withheld payments as incentive payments to those SNFs with the highest rankings on this measure. CMS estimates that the federal fiscal year 2020 changes to the SNF VBP program will decrease payments to SNFs by an aggregate of approximately $213.6 million, compared to federal fiscal year 2019.
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In June 2017, HHS solicited suggestions for changes that could be made within the existing ACA legal framework to improve health insurance markets and meet the Trump Administration's reform goals. HHS sought comments from interested parties to inform its ongoing efforts to create a more patient-centered healthcare system that adheres to the key principles of affordability, accessibility, quality, innovation and empowerment.
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On October 12, 2017, President Trump signed an executive order that modified certain aspects of the ACA. Specifically, the executive order directed federal agencies to reduce limits on association health plans and temporary insurance plans, allowing more widespread offerings of plans that do not adhere to all of the ACA's mandates, and to permit workers to use funds from tax advantaged accounts to pay for their own coverage. On October 2, 2018, the U.S. Department of Labor, the U.S. Internal Revenue Service, or the IRS, and CMS issued regulations to permit insurers to sell short-term plans that provide coverage for up to 12 months; previous Obama Administration guidance had limited such plans to 90 days. Short term plans are often less expensive than plans that meet the requirements of the ACA; however, short-term plans are also exempt from the ACA's essential health benefits and other consumer protection requirements. In addition, on October 22, 2018, CMS announced that future Section 1332 of the ACA state health insurance innovation waivers may include short term or association health plans as having coverage comparable to ACA plans.
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On October 12, 2017, the Trump Administration also announced that it would stop paying what are known as cost sharing reduction subsidies to issuers of qualified health plans under the ACA. As a result, in 2018 payors generally increased premiums for plans offered on exchanges in order to make up for termination of federal cost sharing reduction subsidies.
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In 2018, the ACA was also subject to lawsuits that sought to invalidate some or all of its provisions. In February 2018, a lawsuit brought in federal district court in Texas by 18 attorneys general and two governors argued that, following the legislative repeal of the ACA mandate's tax penalties pursuant to the 2017 tax reform legislation, which set the penalty to $0, the entire ACA should be enjoined as invalid. On December 14, 2018, the district court found that the ACA, following the mandate repeal, was unconstitutional. Following the ruling, additional state attorneys general intervened as defendants in the case and on December 30th the court granted the intervenor defendants' request for a stay pending appeal.
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In January 2019, the Department of Justice, or the DOJ, and the intervenor defendants appealed the district court's 2018 decision to the Fifth Circuit Court of Appeals. On December 18, 2019, a three-judge panel of the Fifth Circuit Court of Appeals held in a 2-1 opinion that the ACA's individual mandate was unconstitutional, but, rather than determining whether the remainder of the ACA is valid, the Fifth Circuit Court of Appeals remanded the case for additional analysis on severability.
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a bank, insurance company or other financial institution;
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a regulated investment company or REIT;
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a subchapter S corporation;
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a broker, dealer or trader in securities or foreign currencies;
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a person who marks-to-market our shares for U.S. federal income tax purposes;
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a U.S. shareholder (as defined below) that has a functional currency other than the U.S. dollar;
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a person who acquires or owns our shares in connection with employment or other performance of services;
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a person subject to alternative minimum tax;
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a person who acquires or owns our shares as part of a straddle, hedging transaction, constructive sale transaction, constructive ownership transaction or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction;
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a person who owns 10% or more (by vote or value, directly or constructively under the United States Internal Revenue Code of 1986, as amended, or the IRC) of any class of our shares;
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a U.S. expatriate;
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a non-U.S. shareholder (as defined below) whose investment in our shares is effectively connected with the conduct of a trade or business in the United States;
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a nonresident alien individual present in the United States for 183 days or more during an applicable taxable year;
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a “qualified shareholder” (as defined in Section 897(k)(3)(A) of the IRC);
|
•
|
a “qualified foreign pension fund” (as defined in Section 897(l)(2) of the IRC) or any entity wholly owned by one or more qualified foreign pension funds;
|
•
|
a person subject to special tax accounting rules as a result of their use of applicable financial statements (within the meaning of Section 451(b)(3) of the IRC); or
|
•
|
except as specifically described in the following summary, a trust, estate, tax-exempt entity or foreign person.
|
•
|
an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under the federal income tax laws;
|
•
|
an entity treated as a corporation for federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to federal income taxation regardless of its source; or
|
•
|
a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or, to the extent provided in Treasury regulations, a trust in existence on August 20, 1996 that has elected to be treated as a domestic trust;
|
•
|
We will be taxed at regular corporate income tax rates on any undistributed “real estate investment trust taxable income,” determined by including our undistributed ordinary income and net capital gains, if any.
|
•
|
If we have net income from the disposition of “foreclosure property,” as described in Section 856(e) of the IRC, that is held primarily for sale to customers in the ordinary course of a trade or business or other nonqualifying income from foreclosure property, we will be subject to tax on this income at the highest regular corporate income tax rate.
|
•
|
If we have net income from “prohibited transactions” — that is, dispositions at a gain of inventory or property held primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted by statutory safe harbors — we will be subject to tax on this income at a 100% rate.
|
•
|
If we fail to satisfy the 75% gross income test or the 95% gross income test discussed below, due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as a REIT because of specified cure provisions, we will be subject to tax at a 100% rate on the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, with adjustments, multiplied by a fraction intended to reflect our profitability for the taxable year.
|
•
|
If we fail to satisfy any of the REIT asset tests described below (other than a de minimis failure of the 5% or 10% asset tests) due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as a REIT because of specified cure provisions, we will be subject to a tax equal to the greater of $50,000 or the highest regular corporate income tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail the test.
|
•
|
If we fail to satisfy any provision of the IRC that would result in our failure to qualify for taxation as a REIT (other than violations of the REIT gross income tests or violations of the REIT asset tests described below) due to reasonable cause and not due to willful neglect, we may retain our qualification for taxation as a REIT but will be subject to a penalty of $50,000 for each failure.
|
•
|
If we fail to distribute for any calendar year at least the sum of 85% of our REIT ordinary income for that year, 95% of our REIT capital gain net income for that year and any undistributed taxable income from prior periods, we will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amounts actually distributed.
|
•
|
If we acquire a REIT asset where our adjusted tax basis in the asset is determined by reference to the adjusted tax basis of the asset in the hands of a C corporation, under specified circumstances we may be subject to federal income taxation on all or part of the built-in gain (calculated as of the date the property ceased being owned by the C corporation) on such asset. We generally do not expect to sell assets if doing so would result in the imposition of a material built-in gains tax liability; but if and when we do sell assets that may have associated built-in gains tax exposure, then we expect to make appropriate provision for the associated tax liabilities on our financial statements.
|
•
|
If we acquire a corporation in a transaction where we succeed to its tax attributes, to preserve our qualification for taxation as a REIT we must generally distribute all of the C corporation earnings and profits inherited in that acquisition, if any, no later than the end of our taxable year in which the acquisition occurs. However, if we fail to do so, relief provisions would allow us to maintain our qualification for taxation as a REIT provided we distribute any subsequently discovered C corporation earnings and profits and pay an interest charge in respect of the period of delayed distribution.
|
•
|
Our subsidiaries that are C corporations, including our TRSs, generally will be required to pay federal corporate income tax on their earnings, and a 100% tax may be imposed on any transaction between us and one of our TRSs that does not reflect arm's length terms.
|
•
|
As discussed below, we are invested in real estate through a subsidiary that we believe qualifies for taxation as a REIT. If it is determined that this entity failed to qualify for taxation as a REIT, we may fail one or more of the REIT asset tests. In such case, we expect that we would be able to avail ourselves of the relief provisions described below, but would be subject to a tax equal to the greater of $50,000 or the highest regular corporate income tax rate multiplied by the net income we earned from this subsidiary.
|
(1)
|
that is managed by one or more trustees or directors;
|
(2)
|
the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;
|
(3)
|
that would be taxable, but for Sections 856 through 859 of the IRC, as a domestic C corporation;
|
(4)
|
that is not a financial institution or an insurance company subject to special provisions of the IRC;
|
(5)
|
the beneficial ownership of which is held by 100 or more persons;
|
(6)
|
that is not “closely held,” meaning that during the last half of each taxable year, not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer “individuals” (as defined in the IRC to include specified tax-exempt entities); and
|
(7)
|
that meets other tests regarding the nature of its income and assets and the amount of its distributions, all as described below.
|
(1)
|
not directly or indirectly operate or manage a lodging facility or a health care facility; and
|
(2)
|
not directly or indirectly provide to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated, except that in limited circumstances a subfranchise, sublicense or similar right can be granted to an independent contractor to operate or manage a lodging facility or a health care facility.
|
•
|
The amount of rent received generally must not be based on the income or profits of any person, but may be based on a fixed percentage or percentages of receipts or sales.
|
•
|
Rents generally do not qualify if the REIT owns 10% or more by vote or value of stock of the tenant (or 10% or more of the interests in the assets or net profits of the tenant, if the tenant is not a corporation), whether directly or after application of attribution rules. We generally do not intend to lease property to any party if rents from that property would not qualify as “rents from real property,” but application of the 10% ownership rule is dependent upon complex attribution rules and circumstances that may be beyond our control. In this regard, prior to the termination of our leases with Five Star, we owned close to, but less than, 10% of the outstanding common shares of Five Star. Our declaration of trust generally disallows transfers or purported acquisitions, directly or by attribution, of our shares to the extent necessary to maintain our qualification for taxation as a REIT under the IRC. Nevertheless, we cannot be sure that these restrictions will be effective to prevent our qualification for taxation as a REIT from being jeopardized under the 10% affiliated tenant rule. Furthermore, we cannot be sure that we will be able to monitor and enforce these restrictions, nor will our shareholders necessarily be aware of ownership of our shares attributed to them under the IRC's attribution rules.
|
•
|
There is a limited exception to the above prohibition on earning “rents from real property” from a 10% affiliated tenant where the tenant is a TRS. If at least 90% of the leased space of a property is leased to tenants other than TRSs and 10% affiliated tenants, and if the TRS's rent to the REIT for space at that property is substantially comparable to the rents paid by nonaffiliated tenants for comparable space at the property, then otherwise qualifying rents paid by the TRS to the REIT will not be disqualified on account of the rule prohibiting 10% affiliated tenants.
|
•
|
There is an additional exception to the above prohibition on earning “rents from real property” from a 10% affiliated tenant. For this additional exception to apply, a real property interest in a “qualified health care property” must be leased by the REIT to its TRS, and the facility must be operated on behalf of the TRS by a person who is an “eligible independent contractor,” all as described in Sections 856(d)(8)-(9) and 856(e)(6)(D) of the IRC. As described below, we believe our leases with our TRSs have satisfied and will continue to satisfy these requirements.
|
•
|
In order for rents to qualify, a REIT generally must not manage the property or furnish or render services to the tenants of the property, except through an independent contractor from whom it derives no income or through one of its TRSs. There is an exception to this rule permitting a REIT to perform customary management and tenant services of the sort that a tax-exempt organization could perform without being considered in receipt of “unrelated business taxable income” as defined in Section 512(b)(3) of the IRC, or UBTI. In addition, a de minimis amount of noncustomary services provided to tenants will not disqualify income as “rents from real property” as long as the value of the impermissible tenant services does not exceed 1% of the gross income from the property.
|
•
|
If rent attributable to personal property leased in connection with a lease of real property is 15% or less of the total rent received under the lease, then the rent attributable to personal property will qualify as “rents from real property”; if this 15% threshold is exceeded, then the rent attributable to personal property will not so qualify. The portion of rental income treated as attributable to personal property is determined according to the ratio of the fair market value of the personal property to the total fair market value of the real and personal property that is rented.
|
•
|
In addition, “rents from real property” includes both charges we receive for services customarily rendered in connection with the rental of comparable real property in the same geographic area, even if the charges are separately stated, as well as charges we receive for services provided by our TRSs when the charges are not separately stated. Whether separately stated charges received by a REIT for services that are not geographically customary and provided by a TRS are included in “rents from real property” has not been addressed clearly by the IRS in published authorities; however, our counsel, Sullivan & Worcester LLP, is of the opinion that, although the matter is not free from doubt, “rents from real property” also includes charges we receive for services provided by our TRSs when the charges are separately stated, even if the services are not geographically customary. Accordingly, we believe that our revenues from TRS-provided services,
|
•
|
that is acquired by a REIT as a result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or when default was imminent on a lease of such property or on indebtedness that such property secured;
|
•
|
for which any related loan acquired by the REIT was acquired at a time when the default was not imminent or anticipated; and
|
•
|
for which the REIT makes a proper election to treat the property as foreclosure property.
|
•
|
on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property), or any nonqualified income under the 75% gross income test is received or accrued by the REIT, directly or indirectly, pursuant to a lease entered into on or after such day;
|
•
|
on which any construction takes place on the property, other than completion of a building or any other improvement where more than 10% of the construction was completed before default became imminent and other than specifically exempted forms of maintenance or deferred maintenance; or
|
•
|
which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income or a TRS.
|
•
|
At least 75% of the value of our total assets must consist of “real estate assets,” defined as real property (including interests in real property and interests in mortgages on real property or on interests in real property), ancillary personal property to the extent that rents attributable to such personal property are treated as rents from real property in accordance with the rules described above, cash and cash items, shares in other REITs, debt instruments issued by “publicly offered REITs” as defined in Section 562(c)(2) of the IRC, government securities and temporary investments of new capital (that is, any stock or debt instrument that we hold that is attributable to any amount received by us (a) in exchange for our stock or (b) in a public offering of our five-year or longer debt instruments, but in each case only for the one-year period commencing with our receipt of the new capital).
|
•
|
Not more than 25% of the value of our total assets may be represented by securities other than those securities that count favorably toward the preceding 75% asset test.
|
•
|
Of the investments included in the preceding 25% asset class, the value of any one non-REIT issuer's securities that we own may not exceed 5% of the value of our total assets. In addition, we may not own more than 10% of the vote or value of any one non-REIT issuer's outstanding securities, unless the securities are “straight debt” securities or otherwise excepted as discussed below. Our stock and other securities in a TRS are exempted from these 5% and 10% asset tests.
|
•
|
Not more than 20% of the value of our total assets may be represented by stock or other securities of our TRSs.
|
•
|
Not more than 25% of the value of our total assets may be represented by “nonqualified publicly offered REIT debt instruments” as defined in Section 856(c)(5)(L)(ii) of the IRC.
|
(1)
|
the sum of 90% of our “real estate investment trust taxable income” and 90% of our net income after tax, if any, from property received in foreclosure, over
|
(2)
|
the amount by which our noncash income (e.g., imputed rental income or income from transactions inadvertently failing to qualify as like-kind exchanges) exceeds 5% of our “real estate investment trust taxable income.”
|
(1)
|
long-term capital gains, if any, recognized on the disposition of our shares;
|
(2)
|
our distributions designated as long-term capital gain dividends (except to the extent attributable to real estate depreciation recapture, in which case the distributions are subject to a maximum 25% federal income tax rate);
|
(3)
|
our dividends attributable to dividend income, if any, received by us from C corporations such as TRSs;
|
(4)
|
our dividends attributable to earnings and profits that we inherit from C corporations; and
|
(5)
|
our dividends to the extent attributable to income upon which we have paid federal corporate income tax (such as taxes on foreclosure property income or on built-in gains), net of the corporate income taxes thereon.
|
(1)
|
we will be taxed at regular corporate capital gains tax rates on retained amounts;
|
(2)
|
each of our U.S. shareholders will be taxed on its designated proportionate share of our retained net capital gains as though that amount were distributed and designated as a capital gain dividend;
|
(3)
|
each of our U.S. shareholders will receive a credit or refund for its designated proportionate share of the tax that we pay;
|
(4)
|
each of our U.S. shareholders will increase its adjusted basis in our shares by the excess of the amount of its proportionate share of these retained net capital gains over the U.S. shareholder's proportionate share of the tax that we pay; and
|
(5)
|
both we and our corporate shareholders will make commensurate adjustments in our respective earnings and profits for federal income tax purposes.
|
•
|
provides the U.S. shareholder's correct taxpayer identification number;
|
•
|
certifies that the U.S. shareholder is exempt from backup withholding because (a) it comes within an enumerated exempt category, (b) it has not been notified by the IRS that it is subject to backup withholding, or (c) it has been notified by the IRS that it is no longer subject to backup withholding; and
|
•
|
certifies that it is a U.S. citizen or other U.S. person.
|
•
|
their investment in our shares or other securities satisfies the diversification requirements of ERISA;
|
•
|
the investment is prudent in light of possible limitations on the marketability of our shares;
|
•
|
they have authority to acquire our shares or other securities under the applicable governing instrument and Title I of ERISA; and
|
•
|
the investment is otherwise consistent with their fiduciary responsibilities.
|
•
|
any restriction on or prohibition against any transfer or assignment that would result in a termination or reclassification for federal or state tax purposes, or would otherwise violate any state or federal law or court order;
|
•
|
any requirement that advance notice of a transfer or assignment be given to the issuer and any requirement that either the transferor or transferee, or both, execute documentation setting forth representations as to compliance with any restrictions on transfer that are among those enumerated in the regulation as not affecting free transferability, including those described in the preceding clause of this sentence;
|
•
|
any administrative procedure that establishes an effective date, or an event prior to which a transfer or assignment will not be effective; and
|
•
|
any limitation or restriction on transfer or assignment that is not imposed by the issuer or a person acting on behalf of the issuer.
|
•
|
Investors may consider whether to buy or sell our common shares based upon the distribution rate on our common shares relative to the then prevailing market interest rates. If market interest rates go up, investors may expect a higher distribution rate than we are able to pay, which may increase our cost of capital, or they may sell our common shares and seek alternative investments that offer higher distribution rates. Sales of our common shares may cause a decline in the value of our common shares.
|
•
|
Property values are often determined, in part, based upon a capitalization of rental income formula. When market interest rates increase, property investors often demand higher capitalization rates and that causes property values to decline. Increases in interest rates could lower the value of our properties and cause the value of our securities to decline.
|
•
|
Amounts outstanding under our revolving credit facility and term loans require interest to be paid at floating interest rates. When interest rates increase, our interest costs will increase, which could adversely affect our cash flows, our ability to pay principal and interest on our debt, our cost of refinancing our fixed rate debts when they become due and our ability to make or sustain distributions to our shareholders. Additionally, if we choose to hedge our interest rate risk, we cannot be sure that the hedge will be effective or that our hedging counterparty will meet its obligations to us.
|
•
|
competition from other investors, including publicly traded and private REITs, numerous financial institutions, individuals, foreign investors and other public and private companies;
|
•
|
our long term cost of capital;
|
•
|
contingencies in our acquisition agreements; and
|
•
|
the availability and terms of financing.
|
•
|
we do not believe that it is possible to understand fully a property before it is owned and operated for a reasonable period of time, and, notwithstanding pre-acquisition due diligence, we could acquire a property that contains undisclosed defects in design or construction;
|
•
|
the market in which an acquired property is located may experience unexpected changes that adversely affect the property's value;
|
•
|
the occupancy of and rents from properties that we acquire may decline during our ownership;
|
•
|
property operating costs for our acquired properties may be higher than anticipated, and our acquired properties may not yield expected returns; and
|
•
|
we may acquire properties subject to unknown liabilities and without any recourse, or with limited recourse, such as liability for the cleanup of undisclosed environmental contamination or for claims by residents, tenants, vendors or other persons related to actions taken by former owners of the properties.
|
•
|
the illiquid nature of real estate markets, which limits our ability to sell our assets rapidly to respond to changing market conditions;
|
•
|
the subjectivity of real estate valuations and changes in such valuations over time;
|
•
|
current and future adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration of market conditions;
|
•
|
costs that may be incurred relating to property maintenance and repair, and the need to make expenditures due to changes in government regulations; and
|
•
|
liabilities and litigations arising from injuries on our properties or otherwise incidental to the ownership of our properties.
|
•
|
we may share approval rights over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture;
|
•
|
we may be required to contribute additional capital if our partners fail to fund their share of any required capital contributions;
|
•
|
our joint venture partners may have economic or other business interests or goals that are inconsistent with our business interests or goals and that could affect our ability to lease or release the property, operate the property or maintain our qualification for taxation as a REIT;
|
•
|
our joint venture partners may be subject to different laws or regulations than us, or may be structured differently than us for tax purposes, which could create conflicts of interest and/or affect our ability to maintain our qualification for taxation as a REIT;
|
•
|
our ability to sell the interest on advantageous terms when we so desire may be limited or restricted under the terms of the applicable joint venture agreements; and
|
•
|
disagreements with our joint venture partners could result in litigation or arbitration that could be expensive and distracting to management and could delay important decisions.
|
•
|
the division of our Trustees into three classes, with the term of one class expiring each year, which could delay a change of control of us;
|
•
|
limitations on shareholder voting rights with respect to certain actions that are not approved by our Board of Trustees;
|
•
|
the authority of our Board of Trustees, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on our Board of Trustees;
|
•
|
shareholder voting standards which require a supermajority for approval of certain actions;
|
•
|
the fact that only our Board of Trustees, or, if there are no Trustees, our officers, may call shareholder meetings and that shareholders are not entitled to act without a meeting;
|
•
|
required qualifications for an individual to serve as a Trustee and a requirement that certain of our Trustees be “Managing Trustees” and other Trustees be “Independent Trustees,” as defined in our governing documents;
|
•
|
limitations on the ability of our shareholders to propose nominees for election as Trustees and propose other business to be considered at a meeting of our shareholders;
|
•
|
limitations on the ability of our shareholders to remove our Trustees;
|
•
|
the authority of our Board of Trustees to create and issue new classes or series of shares (including shares with voting rights and other rights and privileges that may deter a change in control) and issue additional common shares;
|
•
|
restrictions on business combinations between us and an interested shareholder that have not first been approved by our Board of Trustees (including a majority of Trustees not related to the interested shareholder); and
|
•
|
the authority of our Board of Trustees, without shareholder approval, to implement certain takeover defenses.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
active and deliberate dishonesty by the Trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.
|
•
|
our TRSs may not directly or indirectly operate or manage a healthcare facility, as defined by the IRC;
|
•
|
the leases to our TRSs must be respected as true leases for federal income tax purposes and not as service contracts, partnerships, joint ventures, financings or other types of arrangements;
|
•
|
the leased properties must constitute qualified healthcare properties (including necessary or incidental property) under the IRC;
|
•
|
our leased properties must be managed and operated on behalf of the TRSs by independent contractors who are less than 35% affiliated with us and who are actively engaged (or have affiliates so engaged) in the trade or business of managing and operating qualified healthcare properties for any person unrelated to us; and
|
•
|
the rental and other terms of the leases must be arm's length.
|
•
|
our ability to make or sustain the rate of distributions will be adversely affected if any of the risks described in this Annual Report on Form 10-K occur;
|
•
|
our making of distributions is subject to compliance with restrictions contained in our credit facility and term loan agreements and may be subject to restrictions in future debt obligations we may incur; and
|
•
|
the timing and amount of any distributions will be determined at the discretion of our Board of Trustees and will depend on various factors that our Board of Trustees deems relevant, including our financial condition, our results of operations, our liquidity, our capital requirements, our funds from operations attributable to common shareholders, or FFO attributable to common shareholders, our normalized funds from operations attributable to common shareholders, or Normalized FFO attributable to common shareholders, restrictive covenants in our financial or other contractual arrangements, general economic conditions in the United States, requirements under the IRC to remain qualified for taxation as a REIT and restrictions under the laws of Maryland.
|
•
|
the extent of investor interest in our securities;
|
•
|
the general reputation of REITs and externally managed companies and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate based companies or by other issuers less sensitive to rises in interest rates;
|
•
|
our underlying asset value;
|
•
|
investor confidence in the stock and bond markets, generally;
|
•
|
market interest rates;
|
•
|
national economic conditions;
|
•
|
changes in tax laws;
|
•
|
changes in our credit ratings; and
|
•
|
general market conditions.
|
|
|
Office Portfolio
|
|
Senior Housing Operating Portfolio
|
|
All Other
|
|
Consolidated
|
||||||||||||||||||||||||
State
|
|
Number
of
Properties
|
Gross Book Value of Real Estate Assets(1)
|
Net Book
Value
|
|
Number of
Properties
|
Gross Book Value of Real Estate Assets(1)
|
Net Book
Value
|
|
Number of
Properties
|
Gross Book Value of Real Estate Assets(1)
|
Net Book
Value
|
|
Number of
Properties
|
Gross Book Value of Real Estate Assets(1)
|
Net Book
Value
|
||||||||||||||||
AL
|
|
—
|
$
|
—
|
|
$
|
—
|
|
|
8
|
$
|
94,554
|
|
$
|
73,102
|
|
|
—
|
$
|
—
|
|
$
|
—
|
|
|
8
|
$
|
94,554
|
|
$
|
73,102
|
|
AR
|
|
—
|
—
|
|
—
|
|
|
3
|
42,184
|
|
27,777
|
|
|
—
|
—
|
|
—
|
|
|
3
|
42,184
|
|
27,777
|
|
||||||||
AZ
|
|
4
|
63,980
|
|
49,241
|
|
|
6
|
134,403
|
|
87,010
|
|
|
1
|
3,510
|
|
2,196
|
|
|
11
|
201,893
|
|
138,447
|
|
||||||||
CA
|
|
12
|
566,456
|
|
438,387
|
|
|
12
|
233,389
|
|
177,273
|
|
|
1
|
7,279
|
|
5,048
|
|
|
25
|
807,124
|
|
620,708
|
|
||||||||
CO
|
|
2
|
20,118
|
|
13,548
|
|
|
1
|
51,095
|
|
44,295
|
|
|
2
|
18,555
|
|
13,896
|
|
|
5
|
89,768
|
|
71,739
|
|
||||||||
CT
|
|
1
|
7,474
|
|
5,364
|
|
|
—
|
—
|
|
—
|
|
|
—
|
—
|
|
—
|
|
|
1
|
7,474
|
|
5,364
|
|
||||||||
DC
|
|
2
|
99,392
|
|
82,024
|
|
|
—
|
—
|
|
—
|
|
|
—
|
—
|
|
—
|
|
|
2
|
99,392
|
|
82,024
|
|
||||||||
DE
|
|
—
|
—
|
|
—
|
|
|
6
|
97,365
|
|
65,143
|
|
|
—
|
—
|
|
—
|
|
|
6
|
97,365
|
|
65,143
|
|
||||||||
FL
|
|
7
|
39,519
|
|
29,154
|
|
|
17
|
541,811
|
|
377,471
|
|
|
2
|
12,326
|
|
11,247
|
|
|
26
|
593,656
|
|
417,872
|
|
||||||||
GA
|
|
5
|
73,378
|
|
50,716
|
|
|
22
|
283,385
|
|
198,674
|
|
|
5
|
96,853
|
|
76,923
|
|
|
32
|
453,616
|
|
326,313
|
|
||||||||
HI
|
|
1
|
77,308
|
|
61,464
|
|
|
—
|
—
|
|
—
|
|
|
—
|
—
|
|
—
|
|
|
1
|
77,308
|
|
61,464
|
|
||||||||
ID
|
|
—
|
—
|
|
—
|
|
|
—
|
—
|
|
—
|
|
|
2
|
21,340
|
|
16,407
|
|
|
2
|
21,340
|
|
16,407
|
|
||||||||
IL
|
|
4
|
68,994
|
|
47,929
|
|
|
11
|
175,501
|
|
113,226
|
|
|
1
|
20,641
|
|
15,073
|
|
|
16
|
265,136
|
|
176,228
|
|
||||||||
IN
|
|
1
|
21,972
|
|
13,747
|
|
|
11
|
166,789
|
|
125,433
|
|
|
2
|
68,767
|
|
55,070
|
|
|
14
|
257,528
|
|
194,250
|
|
||||||||
KS
|
|
2
|
61,388
|
|
41,847
|
|
|
3
|
58,439
|
|
39,272
|
|
|
—
|
—
|
|
—
|
|
|
5
|
119,827
|
|
81,119
|
|
||||||||
KY
|
|
—
|
—
|
|
—
|
|
|
9
|
101,352
|
|
61,200
|
|
|
—
|
—
|
|
—
|
|
|
9
|
101,352
|
|
61,200
|
|
||||||||
MA
|
|
10
|
1,295,579
|
|
860,634
|
|
|
1
|
31,853
|
|
20,739
|
|
|
—
|
—
|
|
—
|
|
|
11
|
1,327,432
|
|
881,373
|
|
||||||||
MD
|
|
3
|
45,784
|
|
32,355
|
|
|
11
|
240,932
|
|
178,609
|
|
|
1
|
20,964
|
|
16,253
|
|
|
15
|
307,680
|
|
227,217
|
|
||||||||
MI
|
|
—
|
—
|
|
—
|
|
|
—
|
—
|
|
—
|
|
|
5
|
15,942
|
|
10,018
|
|
|
5
|
15,942
|
|
10,018
|
|
||||||||
MN
|
|
9
|
115,138
|
|
86,108
|
|
|
1
|
50,881
|
|
36,206
|
|
|
2
|
6,319
|
|
3,991
|
|
|
12
|
172,338
|
|
126,305
|
|
||||||||
MO
|
|
3
|
138,081
|
|
98,592
|
|
|
5
|
68,678
|
|
48,803
|
|
|
—
|
—
|
|
—
|
|
|
8
|
206,759
|
|
147,395
|
|
||||||||
MS
|
|
—
|
—
|
|
—
|
|
|
2
|
2,601
|
|
2,601
|
|
|
—
|
—
|
|
—
|
|
|
2
|
2,601
|
|
2,601
|
|
||||||||
MT
|
|
—
|
—
|
|
—
|
|
|
—
|
—
|
|
—
|
|
|
1
|
32,582
|
|
25,996
|
|
|
1
|
32,582
|
|
25,996
|
|
||||||||
NC
|
|
2
|
60,078
|
|
46,216
|
|
|
16
|
223,693
|
|
179,121
|
|
|
1
|
6,839
|
|
4,291
|
|
|
19
|
290,610
|
|
229,628
|
|
||||||||
NE
|
|
—
|
—
|
|
—
|
|
|
1
|
7,568
|
|
5,219
|
|
|
1
|
26,702
|
|
20,440
|
|
|
2
|
34,270
|
|
25,659
|
|
||||||||
NJ
|
|
—
|
—
|
|
—
|
|
|
4
|
113,387
|
|
80,246
|
|
|
—
|
—
|
|
—
|
|
|
4
|
113,387
|
|
80,246
|
|
||||||||
NM
|
|
2
|
38,846
|
|
29,892
|
|
|
1
|
32,655
|
|
21,287
|
|
|
3
|
33,303
|
|
23,533
|
|
|
6
|
104,804
|
|
74,712
|
|
||||||||
NV
|
|
—
|
—
|
|
—
|
|
|
2
|
82,643
|
|
63,082
|
|
|
—
|
—
|
|
—
|
|
|
2
|
82,643
|
|
63,082
|
|
||||||||
NY
|
|
3
|
84,478
|
|
61,585
|
|
|
1
|
113,955
|
|
90,312
|
|
|
—
|
—
|
|
—
|
|
|
4
|
198,433
|
|
151,897
|
|
||||||||
OH
|
|
3
|
27,703
|
|
19,725
|
|
|
1
|
44,608
|
|
29,201
|
|
|
1
|
4,204
|
|
1,850
|
|
|
5
|
76,515
|
|
50,776
|
|
||||||||
OR
|
|
—
|
—
|
|
—
|
|
|
1
|
45,825
|
|
45,256
|
|
|
—
|
—
|
|
—
|
|
|
1
|
45,825
|
|
45,256
|
|
||||||||
PA
|
|
6
|
73,521
|
|
55,133
|
|
|
9
|
95,061
|
|
63,350
|
|
|
2
|
3,535
|
|
2,255
|
|
|
17
|
172,117
|
|
120,738
|
|
||||||||
SC
|
|
3
|
22,191
|
|
14,970
|
|
|
18
|
184,040
|
|
137,670
|
|
|
2
|
3,935
|
|
2,529
|
|
|
23
|
210,166
|
|
155,169
|
|
||||||||
TN
|
|
1
|
9,491
|
|
6,585
|
|
|
14
|
162,745
|
|
131,992
|
|
|
2
|
15,667
|
|
12,050
|
|
|
17
|
187,903
|
|
150,627
|
|
||||||||
TX
|
|
11
|
242,255
|
|
172,296
|
|
|
13
|
344,425
|
|
248,928
|
|
|
1
|
20,502
|
|
15,408
|
|
|
25
|
607,182
|
|
436,632
|
|
||||||||
VA
|
|
8
|
121,094
|
|
84,955
|
|
|
12
|
141,075
|
|
100,928
|
|
|
—
|
—
|
|
—
|
|
|
20
|
262,169
|
|
185,883
|
|
||||||||
WA
|
|
2
|
38,226
|
|
26,515
|
|
|
—
|
—
|
|
—
|
|
|
4
|
33,585
|
|
24,268
|
|
|
6
|
71,811
|
|
50,783
|
|
||||||||
WI
|
|
10
|
169,236
|
|
128,620
|
|
|
10
|
134,334
|
|
101,015
|
|
|
—
|
—
|
|
—
|
|
|
20
|
303,570
|
|
229,635
|
|
||||||||
Total
|
|
117
|
3,581,680
|
|
2,557,602
|
|
|
232
|
4,101,226
|
|
2,974,441
|
|
|
42
|
473,350
|
|
358,742
|
|
|
391
|
8,156,256
|
|
5,890,785
|
|
||||||||
Held for Sale
|
|
21
|
158,572
|
|
133,124
|
|
|
12
|
105,795
|
|
63,218
|
|
|
—
|
—
|
|
—
|
|
|
33
|
264,367
|
|
196,342
|
|
||||||||
Grand Total
|
|
138
|
$
|
3,740,252
|
|
$
|
2,690,726
|
|
|
244
|
$
|
4,207,021
|
|
$
|
3,037,659
|
|
|
42
|
$
|
473,350
|
|
$
|
358,742
|
|
|
424
|
$
|
8,420,623
|
|
$
|
6,087,127
|
|
Calendar Month
|
|
Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
December 2019
|
|
234
|
|
|
$
|
7.44
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
234
|
|
|
$
|
7.44
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
These common share withholding and purchases were made to satisfy tax withholding and payment obligations of a former employee of RMR LLC in connection with the vesting of awards of our common shares. We withheld and purchased these shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Income (Loss) Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
|
$
|
606,558
|
|
|
$
|
700,641
|
|
|
$
|
681,022
|
|
|
$
|
666,200
|
|
|
$
|
630,899
|
|
|
|
Residents fees and services(1)
|
|
$
|
433,597
|
|
|
$
|
416,523
|
|
|
$
|
393,707
|
|
|
$
|
391,822
|
|
|
$
|
367,874
|
|
|
|
Net (loss) income(2)(3)
|
|
$
|
(82,878
|
)
|
|
$
|
292,414
|
|
|
$
|
151,803
|
|
|
$
|
141,295
|
|
|
$
|
123,968
|
|
|
|
Net (loss) income attributable to common shareholders
|
|
$
|
(88,234
|
)
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
$
|
141,295
|
|
|
$
|
123,968
|
|
|
|
Common distributions declared(4)
|
|
$
|
(199,719
|
)
|
|
$
|
370,786
|
|
|
$
|
370,641
|
|
|
$
|
370,518
|
|
|
$
|
369,468
|
|
|
|
Weighted average shares outstanding (basic)
|
|
237,604
|
|
|
237,511
|
|
|
237,420
|
|
|
237,345
|
|
|
232,931
|
|
|
|
|||||
Weighted average shares outstanding (diluted)
|
|
237,604
|
|
|
237,546
|
|
|
237,452
|
|
|
237,382
|
|
|
232,963
|
|
|
|
|||||
Basic and Diluted Per Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income(2)(3)
|
|
$
|
(0.37
|
)
|
|
$
|
1.21
|
|
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
0.53
|
|
|
|
Cash distributions declared to common shareholders(4)
|
|
$
|
0.84
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
(5)
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate properties, at undepreciated cost, net of impairment losses
|
|
$
|
7,461,586
|
|
|
$
|
7,876,300
|
|
|
$
|
7,824,763
|
|
|
$
|
7,617,547
|
|
|
$
|
7,456,940
|
|
|
|
Total assets (6)
|
|
$
|
6,653,826
|
|
|
$
|
7,160,426
|
|
|
$
|
7,294,019
|
|
|
$
|
7,227,754
|
|
|
$
|
7,160,090
|
|
|
|
Total indebtedness (6)
|
|
$
|
3,501,661
|
|
|
$
|
3,648,417
|
|
|
$
|
3,674,526
|
|
|
$
|
3,714,465
|
|
|
$
|
3,479,136
|
|
|
|
Total equity
|
|
$
|
2,877,050
|
|
|
$
|
3,179,870
|
|
|
$
|
3,277,188
|
|
|
$
|
3,199,405
|
|
|
$
|
3,359,760
|
|
|
|
(1)
|
Includes residents fees and services primarily earned from the provision of housing and services to the residents of our third party managed senior living communities. We recognize residents fees and services as the housing and services are provided.
|
(2)
|
Includes asset impairment charges of $115.2 million ($0.48 per basic and diluted share) and losses on equity securities, net, of $41.9 million ($0.18 per basic and diluted share) in 2019. Includes asset impairment charges of $66.3 million ($0.28 per basic and diluted share) and losses on equity securities, net of $20.7 million ($0.09 per basic and diluted share) in 2018. Includes asset impairment charges of $5.1 million ($0.02 per basic and diluted share) and losses on early extinguishment of debt of $7.6 million ($0.03 per basic and diluted share) in 2017. Includes asset impairment charges of $18.7 million ($0.08 per basic and diluted share) in 2016. Includes a loss on distribution to common shareholders of RMR Inc. common stock of $38.4 million ($0.16 per basic and diluted share), asset impairment charges of $0.2 million (less than $0.01 per basic and diluted share) and losses on early extinguishment of debt of $1.9 million ($0.01 per basic and diluted share) in 2015.
|
(3)
|
Includes gain on sale of properties of $39.7 million ($0.17 per basic and diluted share) in 2019. Includes gain on sale of properties of $261.9 million ($1.10 per basic and diluted share) in 2018. Includes gain on sale of properties of $46.1 million ($0.19 per basic and diluted share) in 2017. Includes gain on sale of properties of $4.1 million ($0.02 per basic and diluted share) in 2016.
|
(4)
|
On January 16, 2020, we declared a regular quarterly distribution payable to common shareholders of record on January 27, 2020 in the amount of $0.15 per share, or approximately $35.7 million. We paid this distribution on February 20, 2020.
|
(5)
|
Excludes a $0.13 per share non-cash distribution of RMR Inc. class A common stock to our common shareholders on December 14, 2015.
|
(6)
|
The periods presented have been restated to reflect the adoption of Accounting Standards Update No. 2015-03, Debt Issuance Costs, which requires the reclassification of certain debt issuance costs as an offset to the associated debt liability in our consolidated balance sheets. We adopted this standard on January 1, 2016.
|
(As of December 31, 2019)
|
|
Number
of
Properties
|
|
Square
Feet or Number of Units
|
|
Gross Book Value of Real Estate Assets(1)
|
|
% of Total Gross Book Value of Real Estate Assets
|
|
Investment per
Square Foot or Unit(2)
|
|
2019 Revenues (3)
|
|
% of 2019 Revenues
|
|
2019
NOI(3)(4)
|
|
% of
2019
NOI
|
|||||||||||||
Office Portfolio(5)
|
|
138
|
|
|
11,878,421
|
|
sq. ft.
|
$
|
3,740,252
|
|
|
44.4
|
%
|
|
$
|
315
|
|
|
$
|
405,016
|
|
|
38.9
|
%
|
|
$
|
272,668
|
|
|
49.5
|
%
|
SHOP (6)
|
|
244
|
|
|
29,013
|
|
units
|
4,207,021
|
|
|
50.0
|
%
|
|
$
|
145,005
|
|
|
571,495
|
|
|
54.9
|
%
|
|
214,773
|
|
|
39.0
|
%
|
|||
Other triple net leased senior living communities (7)
|
|
32
|
|
|
2,605
|
|
units
|
295,240
|
|
|
3.5
|
%
|
|
$
|
113,336
|
|
|
44,919
|
|
|
4.3
|
%
|
|
44,919
|
|
|
8.2
|
%
|
|||
Wellness centers
|
|
10
|
|
|
812,000
|
|
sq. ft.
|
178,110
|
|
|
2.1
|
%
|
|
$
|
219
|
|
|
18,725
|
|
|
1.9
|
%
|
|
18,725
|
|
|
3.3
|
%
|
|||
Total
|
|
424
|
|
|
|
|
$
|
8,420,623
|
|
|
100.0
|
%
|
|
|
|
$
|
1,040,155
|
|
|
100.0
|
%
|
|
$
|
551,085
|
|
|
100.0
|
%
|
|
|
Occupancy
|
||||
|
|
As of and for the Year Ended December 31,
|
||||
|
|
2019
|
|
2018
|
||
Office Portfolio (8)
|
|
92.2
|
%
|
|
94.5
|
%
|
SHOP (6)(9)
|
|
85.1
|
%
|
|
86.2
|
%
|
Other triple net leases senior living communities (9)(10)
|
|
88.2
|
%
|
|
88.4
|
%
|
Wellness centers
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Represents gross book value of real estate assets at cost plus certain acquisition costs, before depreciation and purchase price allocations and less impairment writedowns, if any. Amounts include $264,367 of gross book value of 33 properties classified as held for sale as of December 31, 2019, which amounts are included in assets of properties held for sale in our consolidated balance sheet.
|
(2)
|
Represents gross book value of real estate assets divided by number of rentable square feet or living units, as applicable, at December 31, 2019.
|
(3)
|
Includes $23,802 of revenues and $22,699 of NOI from properties sold during the year ended December 31, 2019 and $53,223 of revenues and $24,165 of NOI from properties classified as held for sale as of December 31, 2019.
|
(4)
|
NOI is defined and calculated by reportable segment. Our definition of NOI and our reconciliation of net income (loss) attributable to common shareholders to NOI are included below under the heading “Non-GAAP Financial Measures”.
|
(5)
|
Our medical office and life science property leases include some triple net leases where, in addition to paying fixed rents, the tenants assume the obligation to operate and maintain the properties at their expense, and some net and modified gross leases where we are responsible for the operation and maintenance of the properties and we charge tenants for some or all of the property operating costs. A small percentage of our medical office and life science property leases are full-service leases where we receive fixed rent from our tenants and no reimbursement for our property operating costs.
|
(6)
|
Includes communities that were leased to Five Star and communities that were managed by Five Star for our account as of December 31, 2019. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with new management and omnibus agreements, or the New Management Agreements, as of January 1, 2020, for all of our senior living communities operated by Five Star.
|
(7)
|
Triple net leased senior living communities that were leased to Five Star as of December 31, 2019 are included in our SHOP segment.
|
(8)
|
Medical office and life science property occupancy data is as of December 31, 2019 and includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy.
|
(9)
|
Excludes data for periods prior to our ownership of certain properties, data for properties sold or classified as held for sale and data for which there was a transfer of operations during the periods presented.
|
(10)
|
Operating data for other triple net leased senior living communities leased to third party operators other than Five Star and wellness centers are presented based upon the operating results provided by our tenants and managers for the 12 months ended September 30, 2019 and 2018, or the most recent prior period for which tenant operating results are made available to us. We have not independently verified tenant operating data. Excludes data for periods prior to our ownership of certain properties, data for properties sold or classified as held for sale, and data for which there was a transfer of operations during the periods presented.
|
(1)
|
Includes 100% of square feet from a property owned in a joint venture arrangement in which we own a 55% equity interest.
|
(2)
|
Annualized rental income is based on rents pursuant to existing leases as of December 31, 2019, including straight line rent adjustments, estimated recurring expense reimbursements for certain net and modified gross leases and excluding lease value amortization at certain of our medical office and life science properties. Annualized rental income also includes 100% of rental income as reported under GAAP from a property owned in a joint venture arrangement in which we own a 55% equity interest.
|
Tenant
|
|
Square Feet
Leased
|
|
Percent of Total Square Feet Leased
|
|
Annualized
Rental
Income(1)
|
|
Percent of Total
Annualized
Rental
Income(1)
|
|
Lease
Expiration
|
|||||
Vertex Pharmaceuticals Inc. (2)
|
|
1,082,417
|
|
|
9.9
|
%
|
|
$
|
94,956
|
|
|
25.0
|
%
|
|
2028
|
Advocate Aurora Health
|
|
643,499
|
|
|
5.9
|
%
|
|
16,896
|
|
|
4.4
|
%
|
|
2024
|
|
Cedars-Sinai Medical Center
|
|
145,065
|
|
|
1.3
|
%
|
|
15,265
|
|
|
4.0
|
%
|
|
2020 - 2032
|
|
Ology Bioservices, Inc.
|
|
165,586
|
|
|
1.5
|
%
|
|
8,324
|
|
|
2.2
|
%
|
|
2041
|
|
HCA Holdings, LLC
|
|
226,603
|
|
|
2.1
|
%
|
|
7,182
|
|
|
1.9
|
%
|
|
2020 - 2029
|
|
Medtronic, Inc.
|
|
376,828
|
|
|
3.4
|
%
|
|
6,983
|
|
|
1.8
|
%
|
|
2020 - 2022
|
|
Iqvia Holdings Inc.
|
|
176,839
|
|
|
1.6
|
%
|
|
5,379
|
|
|
1.4
|
%
|
|
2023
|
|
Magellan Health Inc.
|
|
232,521
|
|
|
2.1
|
%
|
|
4,496
|
|
|
1.2
|
%
|
|
2025
|
|
Sonova Holding AG
|
|
146,385
|
|
|
1.3
|
%
|
|
4,459
|
|
|
1.2
|
%
|
|
2024
|
|
Boston Children's Hospital
|
|
99,063
|
|
|
0.9
|
%
|
|
4,456
|
|
|
1.2
|
%
|
|
2028
|
|
Abbvie Inc.
|
|
197,976
|
|
|
1.8
|
%
|
|
4,395
|
|
|
1.2
|
%
|
|
2021
|
|
Seattle Genetics, Inc.
|
|
144,900
|
|
|
1.3
|
%
|
|
4,037
|
|
|
1.1
|
%
|
|
2024
|
|
Tokio Marine Holdings Inc.
|
|
81,072
|
|
|
0.7
|
%
|
|
3,949
|
|
|
1.0
|
%
|
|
2020 - 2033
|
|
Cigna Holding Co.
|
|
219,644
|
|
|
2.0
|
%
|
|
3,914
|
|
|
1.0
|
%
|
|
2024
|
|
United Healthcare Services, Inc.
|
|
149,719
|
|
|
1.4
|
%
|
|
3,898
|
|
|
1.0
|
%
|
|
2026
|
|
Duke University
|
|
126,225
|
|
|
1.2
|
%
|
|
3,686
|
|
|
1.0
|
%
|
|
2024
|
|
PerkinElmer, Inc.
|
|
105,462
|
|
|
1.0
|
%
|
|
3,681
|
|
|
1.0
|
%
|
|
2028
|
|
New York University
|
|
115,303
|
|
|
1.1
|
%
|
|
3,654
|
|
|
1.0
|
%
|
|
2020 - 2027
|
|
All other
|
|
6,517,295
|
|
|
59.5
|
%
|
|
180,262
|
|
|
47.4
|
%
|
|
2020 - 2035
|
|
Totals
|
|
10,952,402
|
|
|
100.0
|
%
|
|
$
|
379,872
|
|
|
100.0
|
%
|
|
|
(1)
|
Annualized rental income is based on rents pursuant to existing leases as of December 31, 2019, including straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases and excluding lease value amortization at certain of our medical office and life science properties.
|
(2)
|
The property leased by this tenant is owned by a joint venture arrangement in which we own a 55% equity interest. Rental income presented includes 100% of rental income as reported under GAAP.
|
•
|
as well as an annual incentive fee equal to 15% of the amount by which the annual EBITDA of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year, provided that in no event shall the incentive fee be greater than 1.5% of the gross revenues realized at all communities on a combined basis for such calendar year.
|
Year
|
|
Number of Properties
|
|
Number of Units or Square Feet
|
|
Annualized Rental Income(1)
|
|
Percent of Total
|
|
Cumulative Percent of Total
|
||||||
2020
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
2023
|
|
7
|
|
|
131 units and 354,000 sq. ft.
|
|
|
10,591
|
|
|
21.5
|
%
|
|
21.5
|
%
|
|
2024
|
|
4
|
|
|
288 units
|
|
|
4,062
|
|
|
8.3
|
%
|
|
29.8
|
%
|
|
2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
29.8
|
%
|
|
2026
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
29.8
|
%
|
|
2027
|
|
4
|
|
|
511 units
|
|
|
4,161
|
|
|
8.5
|
%
|
|
38.3
|
%
|
|
2028
|
|
4
|
|
|
458,000 sq. ft.
|
|
|
10,550
|
|
|
21.4
|
%
|
|
59.7
|
%
|
|
2029 and thereafter
|
|
23
|
|
|
1,675 units
|
|
|
19,847
|
|
|
40.3
|
%
|
|
100.0
|
%
|
|
Total
|
|
42
|
|
|
|
|
$
|
49,211
|
|
|
100.0
|
%
|
|
|
(1)
|
Annualized rental income is based on rents pursuant to existing leases as of December 31, 2019. Annualized rental income includes estimated percentage rents and straight line rent adjustments and excludes lease value amortization.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Office Portfolio
|
|
$
|
405,016
|
|
|
$
|
412,813
|
|
|
$
|
382,127
|
|
SHOP
|
|
571,495
|
|
|
629,145
|
|
|
604,246
|
|
|||
Non-Segment
|
|
63,644
|
|
|
75,206
|
|
|
88,356
|
|
|||
Total revenues
|
|
$
|
1,040,155
|
|
|
$
|
1,117,164
|
|
|
$
|
1,074,729
|
|
Net (loss) income attributable to common shareholders:
|
|
|
|
|
|
|
||||||
Office Portfolio
|
|
$
|
68,884
|
|
|
$
|
66,905
|
|
|
$
|
111,199
|
|
SHOP
|
|
28,446
|
|
|
182,380
|
|
|
162,539
|
|
|||
Non-Segment
|
|
(185,564
|
)
|
|
37,587
|
|
|
(126,128
|
)
|
|||
Net (loss) income attributable to common shareholders
|
|
$
|
(88,234
|
)
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
|
For the Year Ended December 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
NOI by segment:
|
|
|
|
|
|
|
|
|
|||||||
Office Portfolio
|
|
$
|
272,668
|
|
|
$
|
285,081
|
|
|
$
|
(12,413
|
)
|
|
(4.4
|
)%
|
SHOP
|
|
214,773
|
|
|
305,296
|
|
|
(90,523
|
)
|
|
(29.7
|
)%
|
|||
Non-Segment
|
|
63,644
|
|
|
75,206
|
|
|
(11,562
|
)
|
|
(15.4
|
)%
|
|||
Total NOI
|
|
551,085
|
|
|
665,583
|
|
|
(114,498
|
)
|
|
(17.2
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
|
289,025
|
|
|
286,235
|
|
|
2,790
|
|
|
1.0
|
%
|
|||
General and administrative
|
|
37,028
|
|
|
85,885
|
|
|
(48,857
|
)
|
|
(56.9
|
)%
|
|||
Acquisition and certain other transaction related costs
|
|
13,102
|
|
|
194
|
|
|
12,908
|
|
|
nm
|
|
|||
Impairment of assets
|
|
115,201
|
|
|
66,346
|
|
|
48,855
|
|
|
73.6
|
%
|
|||
Gain on sale of properties
|
|
39,696
|
|
|
261,916
|
|
|
(222,220
|
)
|
|
(84.8
|
)%
|
|||
Dividend income
|
|
1,846
|
|
|
2,901
|
|
|
(1,055
|
)
|
|
(36.4
|
)%
|
|||
Losses on equity securities, net
|
|
(41,898
|
)
|
|
(20,724
|
)
|
|
21,174
|
|
|
100.0
|
%
|
|||
Interest and other income
|
|
941
|
|
|
667
|
|
|
274
|
|
|
41.1
|
%
|
|||
Interest expense
|
|
(180,112
|
)
|
|
(179,287
|
)
|
|
825
|
|
|
0.5
|
%
|
|||
Loss on early extinguishment of debt
|
|
(44
|
)
|
|
(22
|
)
|
|
22
|
|
|
100.0
|
%
|
|||
(Loss) income from continuing operations before income tax expense and equity in earnings of an investee
|
|
(82,842
|
)
|
|
292,374
|
|
|
(375,216
|
)
|
|
(128.3
|
)%
|
|||
Income tax expense
|
|
(436
|
)
|
|
(476
|
)
|
|
(40
|
)
|
|
(8.4
|
)%
|
|||
Equity in earnings of an investee
|
|
400
|
|
|
516
|
|
|
(116
|
)
|
|
(22.5
|
)%
|
|||
Net (loss) income
|
|
(82,878
|
)
|
|
292,414
|
|
|
(375,292
|
)
|
|
(128.3
|
)%
|
|||
Net income attributable to noncontrolling interest
|
|
(5,356
|
)
|
|
(5,542
|
)
|
|
(186
|
)
|
|
(3.4
|
)%
|
|||
Net (loss) income attributable to common shareholders
|
|
$
|
(88,234
|
)
|
|
$
|
286,872
|
|
|
$
|
(375,106
|
)
|
|
(130.8
|
)%
|
|
|
Comparable Properties(1)
|
|
All Properties
|
||||||||
|
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Total buildings
|
|
110
|
|
|
110
|
|
|
138
|
|
|
155
|
|
Total square feet(2)
|
|
10,303
|
|
|
10,291
|
|
|
11,878
|
|
|
12,600
|
|
Occupancy(3)
|
|
93.9
|
%
|
|
94.9
|
%
|
|
92.2
|
%
|
|
94.5
|
%
|
(1)
|
Consists of medical office and life science properties that we have owned and which have been in service continuously since January 1, 2018, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, if any.
|
(2)
|
Prior periods exclude space remeasurements made subsequent to those periods.
|
(3)
|
Medical office and life science property occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants, and (iii) space being fitted out for occupancy. Comparable property occupancy excludes out of service assets undergoing redevelopment.
|
(1)
|
Consists of medical office and life science properties that we have owned and which have been in service continuously since January 1, 2018, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, if any.
|
|
|
Comparable Properties(1)
|
|
All Properties
|
||||||||
|
|
As of and For the Year Ended December 31,
|
|
As of and For the Year Ended December 31,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Total properties
|
|
224
|
|
|
224
|
|
|
244
|
|
|
260
|
|
# of units
|
|
26,065
|
|
|
26,065
|
|
|
29,013
|
|
|
29,745
|
|
Occupancy (2)
|
|
85.7
|
%
|
|
86.3
|
%
|
|
85.0
|
%
|
|
86.1
|
%
|
Average monthly rate (2) (3)
|
|
4,276
|
|
|
4,270
|
|
|
4,179
|
|
|
4,214
|
|
(1)
|
Consists of senior living communities that we have owned and which have been operated by the same operator continuously since January 1, 2018; excludes communities classified as held for sale, if any.
|
(2)
|
Occupancy and average monthly rate exclude data for senior living communities that were leased prior to January 1, 2020.
|
(3)
|
Average monthly rate is calculated by taking the average daily rate, which is defined as total residents fees and services divided by occupied units during the period, and multiplying it by 30 days.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||
|
|
Comparable(1)
|
|
Non-Comparable
|
|
|
||||||||||||||||||||||||||||||||
|
|
Properties Results
|
|
Properties Results
|
|
Consolidated Properties Results
|
||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
$
Change |
|
%
Change |
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
$
Change |
|
%
Change |
||||||||||||||||||
Rental income
|
|
$
|
129,449
|
|
|
$
|
205,185
|
|
|
$
|
(75,736
|
)
|
|
(36.9
|
)%
|
|
$
|
8,449
|
|
|
$
|
7,437
|
|
|
$
|
137,898
|
|
|
$
|
212,622
|
|
|
$
|
(74,724
|
)
|
|
(35.1
|
)%
|
Residents fees and services
|
|
377,782
|
|
|
379,340
|
|
|
(1,558
|
)
|
|
(0.4
|
)%
|
|
55,815
|
|
|
37,183
|
|
|
433,597
|
|
|
416,523
|
|
|
17,074
|
|
|
4.1
|
%
|
||||||||
Property operating expenses
|
|
(299,825
|
)
|
|
(291,580
|
)
|
|
8,245
|
|
|
2.8
|
%
|
|
(56,897
|
)
|
|
(32,269
|
)
|
|
(356,722
|
)
|
|
(323,849
|
)
|
|
32,873
|
|
|
10.2
|
%
|
||||||||
NOI
|
|
$
|
207,406
|
|
|
$
|
292,945
|
|
|
$
|
(85,539
|
)
|
|
(29.2
|
)%
|
|
$
|
7,367
|
|
|
$
|
12,351
|
|
|
$
|
214,773
|
|
|
$
|
305,296
|
|
|
$
|
(90,523
|
)
|
|
(29.7
|
)%
|
(1)
|
Consists of senior living communities that we have owned and which have been operated by the same operator continuously since January 1, 2018; excludes communities classified as held for sale, if any.
|
|
|
Comparable Properties(2)
|
|
All Properties
|
||||||||
|
|
As of and For the Year Ended December 31,
|
|
As of and For the Year Ended December 31,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Total properties:
|
|
|
|
|
|
|
|
|
||||
Other triple net leased senior living communities
|
|
32
|
|
|
32
|
|
|
32
|
|
|
44
|
|
Wellness centers
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
Rent coverage:
|
|
|
|
|
|
|
|
|
||||
Other triple net leased senior living communities (3)
|
|
1.65
|
x
|
|
1.74
|
x
|
|
1.65
|
x
|
|
1.74
|
x
|
Wellness centers (3)
|
|
1.83
|
x
|
|
2.03
|
x
|
|
1.83
|
x
|
|
2.03
|
x
|
(1)
|
Non-segment operations include all of our other operations, including certain senior living communities leased to third party operators other than Five Star, as well as wellness centers, which segment we do not consider to be sufficiently material to constitute a separate reporting segment, and any operating expenses that are not attributable to a specific reporting segment.
|
(2)
|
Comparable properties consists of properties that we have owned and which have been leased to the same operator continuously since January 1, 2018; excludes properties classified as held for sale, if any.
|
(3)
|
All tenant operating data presented is based upon the operating results provided by our tenants for the 12 months ended September 30, 2019 and 2018 or the most recent prior period for which tenant operating results are available to us. Rent coverage is calculated using the operating cash flows from
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||
|
|
Comparable(1)
|
|
Non-Comparable
|
|
|
||||||||||||||||||||||||||||||||
|
|
Properties Results
|
|
Properties Results
|
|
Consolidated Properties Results
|
||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
$
Change |
|
%
Change |
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
$
Change |
|
%
Change |
||||||||||||||||||
Rental income
|
|
$
|
49,446
|
|
|
$
|
48,928
|
|
|
$
|
518
|
|
|
1.1
|
%
|
|
$
|
14,198
|
|
|
$
|
26,278
|
|
|
$
|
63,644
|
|
|
$
|
75,206
|
|
|
$
|
(11,562
|
)
|
|
(15.4
|
)%
|
NOI
|
|
$
|
49,446
|
|
|
$
|
48,928
|
|
|
$
|
518
|
|
|
1.1
|
%
|
|
$
|
14,198
|
|
|
$
|
26,278
|
|
|
$
|
63,644
|
|
|
$
|
75,206
|
|
|
$
|
(11,562
|
)
|
|
(15.4
|
)%
|
(1)
|
Comparable properties consists of properties that we have owned and which have been leased to the same operator continuously since January 1, 2018; excludes properties classified as held for sale, if any.
|
|
|
For the Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
NOI by segment:
|
|
|
|
|
|
|
|
|
|||||||
Office Portfolio
|
|
$
|
285,081
|
|
|
$
|
269,197
|
|
|
$
|
15,884
|
|
|
5.9
|
%
|
SHOP
|
|
305,296
|
|
|
303,684
|
|
|
1,612
|
|
|
0.5
|
%
|
|||
Non-Segment
|
|
75,206
|
|
|
88,356
|
|
|
(13,150
|
)
|
|
(14.9
|
)%
|
|||
Total NOI
|
|
665,583
|
|
|
661,237
|
|
|
4,346
|
|
|
0.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
|
286,235
|
|
|
276,861
|
|
|
9,374
|
|
|
3.4
|
%
|
|||
General and administrative
|
|
85,885
|
|
|
103,694
|
|
|
(17,809
|
)
|
|
(17.2
|
)%
|
|||
Acquisition and certain other transaction related costs
|
|
194
|
|
|
403
|
|
|
(209
|
)
|
|
(51.9
|
)%
|
|||
Impairment of assets
|
|
66,346
|
|
|
5,082
|
|
|
61,264
|
|
|
nm
|
|
|||
Gain on sale of properties
|
|
261,916
|
|
|
46,055
|
|
|
215,861
|
|
|
nm
|
|
|||
Dividend income
|
|
2,901
|
|
|
2,637
|
|
|
264
|
|
|
10.0
|
%
|
|||
Unrealized losses on equity securities, net
|
|
(20,724
|
)
|
|
—
|
|
|
20,724
|
|
|
100.0
|
%
|
|||
Interest and other income
|
|
667
|
|
|
406
|
|
|
261
|
|
|
64.3
|
%
|
|||
Interest expense
|
|
(179,287
|
)
|
|
(165,019
|
)
|
|
(14,268
|
)
|
|
8.6
|
%
|
|||
Loss on early extinguishment of debt
|
|
(22
|
)
|
|
(7,627
|
)
|
|
7,605
|
|
|
(99.7
|
)%
|
|||
Income from continuing operations before income tax expense and equity in earnings of an investee
|
|
292,374
|
|
|
151,649
|
|
|
140,725
|
|
|
92.8
|
%
|
|||
Income tax expense
|
|
(476
|
)
|
|
(454
|
)
|
|
22
|
|
|
4.8
|
%
|
|||
Equity in earnings of an investee
|
|
516
|
|
|
608
|
|
|
(92
|
)
|
|
(15.1
|
)%
|
|||
Net income
|
|
292,414
|
|
|
151,803
|
|
|
140,611
|
|
|
92.6
|
%
|
|||
Net income attributable to noncontrolling interest
|
|
(5,542
|
)
|
|
(4,193
|
)
|
|
1,349
|
|
|
32.2
|
%
|
|||
Net income attributable to common shareholders
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
$
|
139,262
|
|
|
94.3
|
%
|
|
|
Comparable Properties(1)
|
|
All Properties
|
||||||||
|
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Total buildings
|
|
143
|
|
|
143
|
|
|
155
|
|
|
151
|
|
Total square feet(2)
|
|
11,402
|
|
|
11,402
|
|
|
12,600
|
|
|
12,066
|
|
Occupancy(3)
|
|
94.1
|
%
|
|
94.9
|
%
|
|
94.5
|
%
|
|
95.0
|
%
|
(1)
|
Consists of medical office and life science properties that we have owned and which have been in service continuously since January 1, 2017, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, if any.
|
(2)
|
Prior periods exclude space remeasurements made subsequent to those periods.
|
(3)
|
Medical office and life science property occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants, and (iii) space being fitted out for occupancy.
|
(1)
|
Consists of medical office and life science properties that we have owned and which have been in service continuously since January 1, 2017, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, if any.
|
|
|
Comparable Properties(1)
|
|
All Properties
|
||||||||
|
|
As of and For the Year Ended December 31,
|
|
As of and For the Year Ended December 31,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Total properties
|
|
252
|
|
|
252
|
|
|
260
|
|
|
255
|
|
# of units
|
|
28,809
|
|
|
28,809
|
|
|
29,745
|
|
|
29,176
|
|
Occupancy (2)
|
|
86.0
|
%
|
|
85.8
|
%
|
|
86.1
|
%
|
|
85.8
|
%
|
Average monthly rate (2) (3)
|
|
4,266
|
|
|
4,279
|
|
|
4,214
|
|
|
4,279
|
|
(1)
|
Consists of senior living communities that we have owned and which have been operated by the same operator continuously since January 1, 2017; excludes communities classified as held for sale, if any.
|
(2)
|
Occupancy and average monthly rate exclude data for senior living communities that were leased prior to January 1, 2020.
|
(3)
|
Average monthly rate is calculated by taking the average daily rate, which is defined as total residents fees and services divided by occupied units during the period, and multiplying it by 30 days.
|
(1)
|
Consists of senior living communities that we have owned and which have been operated by the same operator continuously since January 1, 2017; excludes communities classified as held for sale, if any.
|
|
|
Comparable Properties(2)
|
|
All Properties
|
||||||||
|
|
As of and For the Year Ended December 31,
|
|
As of and For the Year Ended December 31,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Total properties:
|
|
|
|
|
|
|
|
|
||||
Other triple net leased senior living communities
|
|
44
|
|
|
44
|
|
|
44
|
|
|
50
|
|
Wellness centers
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
Rent coverage:
|
|
|
|
|
|
|
|
|
||||
Other triple net leased senior living communities (3)
|
|
1.42
|
x
|
|
1.50
|
x
|
|
1.42
|
x
|
|
1.50
|
x
|
Wellness centers (3)
|
|
2.01
|
x
|
|
1.76
|
x
|
|
2.01
|
x
|
|
1.76
|
x
|
(1)
|
Non-segment operations include all of our other operations, including certain senior living communities leased to third party operators other than Five Star, as well as wellness centers, which segment we do not consider to be sufficiently material to constitute a separate reporting segment, and any operating expenses that are not attributable to a specific reporting segment.
|
(2)
|
Comparable properties consists of properties that we have owned and which have been leased to the same operator continuously since January 1, 2017; excludes properties classified as held for sale, if any.
|
(3)
|
All tenant operating data presented is based upon the operating results provided by our tenants for the 12 months ended September 30, 2018 and 2017 or the most recent prior period for which tenant operating results was available to us as of the date we filed our Annual Report on Form 10-K for the year ended December 31, 2018. Rent coverage is calculated using the operating cash flows from our triple net lease tenants' operations of our properties, before subordinated charges, if any, divided by triple net lease minimum rents payable to us. We have not independently verified tenant operating data. Excludes data for historical periods prior to our ownership of certain properties, as well as data for properties sold or classified as held for sale during the periods presented.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||
|
|
Comparable(1)
|
|
Non-Comparable
|
|
|
||||||||||||||||||||||||||||||||
|
|
Properties Results
|
|
Properties Results
|
|
Consolidated Properties Results
|
||||||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
$
Change
|
|
%
Change
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
$
Change
|
|
%
Change
|
||||||||||||||||||
Rental income
|
|
$
|
67,366
|
|
|
$
|
67,027
|
|
|
$
|
339
|
|
|
0.5
|
%
|
|
$
|
7,840
|
|
|
$
|
21,329
|
|
|
$
|
75,206
|
|
|
$
|
88,356
|
|
|
$
|
(13,150
|
)
|
|
(14.9
|
)%
|
NOI
|
|
$
|
67,366
|
|
|
$
|
67,027
|
|
|
$
|
339
|
|
|
0.5
|
%
|
|
$
|
7,840
|
|
|
$
|
21,329
|
|
|
$
|
75,206
|
|
|
$
|
88,356
|
|
|
$
|
(13,150
|
)
|
|
(14.9
|
)%
|
(1)
|
Comparable properties consists of properties that we have owned and which have been leased to the same operator continuously since January 1, 2017; excludes properties classified as held for sale, if any.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net (loss) income attributable to common shareholders
|
|
$
|
(88,234
|
)
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
Depreciation and amortization
|
|
289,025
|
|
|
286,235
|
|
|
276,861
|
|
|||
FFO attributable to noncontrolling interest
|
|
(21,147
|
)
|
|
(21,200
|
)
|
|
(16,370
|
)
|
|||
Gain on sale of properties
|
|
(39,696
|
)
|
|
(261,916
|
)
|
|
(46,055
|
)
|
|||
Impairment of assets
|
|
115,201
|
|
|
66,346
|
|
|
5,082
|
|
|||
Losses on equity securities, net
|
|
41,898
|
|
|
20,724
|
|
|
—
|
|
|||
FFO attributable to common shareholders
|
|
297,047
|
|
|
377,061
|
|
|
367,128
|
|
|||
|
|
|
|
|
|
|
||||||
Acquisition and certain other transaction related costs
|
|
13,102
|
|
|
194
|
|
|
403
|
|
|||
Loss on early extinguishment of debt
|
|
44
|
|
|
22
|
|
|
7,627
|
|
|||
Normalized FFO attributable to common shareholders
|
|
$
|
310,193
|
|
|
$
|
377,277
|
|
|
$
|
375,158
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding (basic)
|
|
237,604
|
|
|
237,511
|
|
|
237,420
|
|
|||
Weighted average common shares outstanding (diluted)
|
|
237,604
|
|
|
237,546
|
|
|
237,452
|
|
|||
|
|
|
|
|
|
|
||||||
Per common share data (basic and diluted):
|
|
|
|
|
|
|
||||||
Net (loss) income attributable to common shareholders
|
|
$
|
(0.37
|
)
|
|
$
|
1.21
|
|
|
$
|
0.62
|
|
FFO attributable to common shareholders
|
|
$
|
1.25
|
|
|
$
|
1.59
|
|
|
$
|
1.55
|
|
Normalized FFO attributable to common shareholders
|
|
$
|
1.31
|
|
|
$
|
1.59
|
|
|
$
|
1.58
|
|
Distributions declared
|
|
$
|
0.84
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Reconciliation of Net Income (Loss) to NOI:
|
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
|
$
|
(82,878
|
)
|
|
$
|
292,414
|
|
|
$
|
151,803
|
|
|
|
|
|
|
|
|
||||||
Equity in earnings of an investee
|
|
(400
|
)
|
|
(516
|
)
|
|
(608
|
)
|
|||
Income tax expense
|
|
436
|
|
|
476
|
|
|
454
|
|
|||
(Loss) income from continuing operations before income tax expense and equity in earnings of an investee
|
|
(82,842
|
)
|
|
292,374
|
|
|
151,649
|
|
|||
Loss on early extinguishment of debt
|
|
44
|
|
|
22
|
|
|
7,627
|
|
|||
Interest expense
|
|
180,112
|
|
|
179,287
|
|
|
165,019
|
|
|||
Interest and other income
|
|
(941
|
)
|
|
(667
|
)
|
|
(406
|
)
|
|||
Losses on equity securities, net
|
|
41,898
|
|
|
20,724
|
|
|
—
|
|
|||
Dividend income
|
|
(1,846
|
)
|
|
(2,901
|
)
|
|
(2,637
|
)
|
|||
Gain on sale of properties
|
|
(39,696
|
)
|
|
(261,916
|
)
|
|
(46,055
|
)
|
|||
Impairment of assets
|
|
115,201
|
|
|
66,346
|
|
|
5,082
|
|
|||
Acquisition and certain other transaction related costs
|
|
13,102
|
|
|
194
|
|
|
403
|
|
|||
General and administrative
|
|
37,028
|
|
|
85,885
|
|
|
103,694
|
|
|||
Depreciation and amortization
|
|
289,025
|
|
|
286,235
|
|
|
276,861
|
|
|||
Total NOI
|
|
$
|
551,085
|
|
|
$
|
665,583
|
|
|
$
|
661,237
|
|
|
|
|
|
|
|
|
||||||
Office Portfolio NOI
|
|
$
|
272,668
|
|
|
$
|
285,081
|
|
|
$
|
269,197
|
|
SHOP NOI
|
|
214,773
|
|
|
305,296
|
|
|
303,684
|
|
|||
Non-Segment NOI
|
|
63,644
|
|
|
75,206
|
|
|
88,356
|
|
|||
Total NOI
|
|
$
|
551,085
|
|
|
$
|
665,583
|
|
|
$
|
661,237
|
|
•
|
our ability to maintain or increase the occupancy of, and the rental rates at, our properties;
|
•
|
our ability to control operating expenses and capital expenses at our properties;
|
•
|
our manager's ability to operate our managed senior living communities so as to maintain or increase our returns; and
|
•
|
our ability to purchase additional properties which produce cash flows in excess of our cost of acquisition capital and the related property operating expenses.
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents and restricted cash at beginning of period
|
|
$
|
70,071
|
|
|
$
|
47,321
|
|
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
265,845
|
|
|
392,840
|
|
||
Investing activities
|
|
86,171
|
|
|
99,091
|
|
||
Financing activities
|
|
(369,863
|
)
|
|
(469,181
|
)
|
||
Cash and cash equivalents and restricted cash at end of period
|
|
$
|
52,224
|
|
|
$
|
70,071
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Office Portfolio segment capital expenditures:
|
|
|
|
|
||||
Tenant improvements(1)
|
|
$
|
14,920
|
|
|
$
|
12,045
|
|
Leasing costs (2)
|
|
11,617
|
|
|
6,178
|
|
||
Building improvements (3)
|
|
17,099
|
|
|
16,402
|
|
||
SHOP segment fixed assets and capital improvements
|
|
17,196
|
|
|
13,001
|
|
||
Recurring capital expenditures
|
|
$
|
60,832
|
|
|
$
|
47,626
|
|
|
|
|
|
|
||||
Development, redevelopment and other activities - Office Portfolio segment (4)
|
|
30,763
|
|
|
9,942
|
|
||
Development, redevelopment and other activities - SHOP segment(4) (5) (6)
|
|
144,957
|
|
|
45,084
|
|
||
Total development, redevelopment and other activities
|
|
$
|
175,720
|
|
|
$
|
55,026
|
|
(1)
|
Office Portfolio segment tenant improvements generally include capital expenditures to improve tenants' space or amounts paid directly to tenants to improve their space.
|
(2)
|
Office Portfolio segment leasing costs generally include leasing related costs, such as brokerage commissions and tenant inducements.
|
(3)
|
Office Portfolio segment building improvements generally include expenditures to replace obsolete building components that extend the useful life of existing assets.
|
(4)
|
Development, redevelopment and other activities generally include capital expenditures that reposition a property or result in new sources of revenue.
|
(5)
|
Includes capital improvements for communities leased to Five Star and for communities managed by Five Star for our account.
|
(6)
|
Pursuant to the Restructuring Transaction, we purchased $49,155 of fixed assets and capital improvements related to certain of our senior living communities that were leased to Five Star during 2019.
|
|
|
New Leases
|
|
Renewals
|
|
Total
|
||||||
Square feet leased during the year
|
|
262
|
|
|
1,256
|
|
|
1,518
|
|
|||
Total leasing costs and concession commitments(1)
|
|
$
|
14,044
|
|
|
$
|
23,374
|
|
|
$
|
37,418
|
|
Total leasing costs and concession commitments per square foot(1)
|
|
$
|
53.61
|
|
|
$
|
18.62
|
|
|
$
|
24.66
|
|
Weighted average lease term (years)(2)
|
|
8.1
|
|
|
10.6
|
|
|
10.2
|
|
|||
Total leasing costs and concession commitments per square foot per year(1)
|
|
$
|
6.67
|
|
|
$
|
1.98
|
|
|
$
|
2.69
|
|
(1)
|
Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent.
|
(2)
|
Weighted based on annualized rental income pursuant to existing leases as of December 31, 2019, including straight line rent adjustments and estimated recurring expense reimbursements, and excluding lease value amortization.
|
|
|
Payment due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Borrowings under revolving credit facility
|
|
$
|
537,500
|
|
|
$
|
—
|
|
|
$
|
537,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
|
|
450,000
|
|
|
250,000
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|||||
Senior unsecured notes
|
|
1,850,000
|
|
|
200,000
|
|
|
300,000
|
|
|
250,000
|
|
|
1,100,000
|
|
|||||
Mortgage notes payable
|
|
689,361
|
|
|
2,737
|
|
|
40,997
|
|
|
15,783
|
|
|
629,844
|
|
|||||
Capital lease obligations
|
|
8,874
|
|
|
1,062
|
|
|
2,472
|
|
|
3,000
|
|
|
2,340
|
|
|||||
Ground lease obligations
|
|
6,345
|
|
|
308
|
|
|
535
|
|
|
412
|
|
|
5,090
|
|
|||||
Projected interest expense (1)
|
|
1,358,006
|
|
|
146,591
|
|
|
240,455
|
|
|
180,483
|
|
|
790,477
|
|
|||||
Tenant related obligations (2)
|
|
23,994
|
|
|
13,346
|
|
|
9,071
|
|
|
1,577
|
|
|
—
|
|
|||||
Total
|
|
$
|
4,924,080
|
|
|
$
|
614,044
|
|
|
$
|
1,331,030
|
|
|
$
|
451,255
|
|
|
$
|
2,527,751
|
|
(1)
|
Projected interest expense is attributable to only our debt obligations at existing rates as of December 31, 2019 and is not intended to estimate future interest costs which may result from debt prepayments, additional borrowings under our revolving credit facility, new debt issuances or changes in interest rates.
|
(2)
|
Committed tenant related obligations include leasing commissions and tenant improvements and are based on leases in effect as of December 31, 2019.
|
•
|
allocation of purchase prices among various asset categories, including allocations to above and below market leases, and the related impact on the recognition of rental income and depreciation and amortization expenses; and
|
•
|
assessment of the carrying values and impairments of long lived assets.
|
|
|
|
|
Annual
|
|
Annual
|
|
|
|
|
|||||
|
|
Principal
|
|
Interest
|
|
Interest
|
|
|
|
Interest
|
|||||
Debt
|
|
Balance (1)
|
|
Rate (1)
|
|
Expense
|
|
Maturity
|
|
Payments Due
|
|||||
Senior unsecured notes
|
|
$
|
200,000
|
|
|
6.75
|
%
|
|
$
|
13,500
|
|
|
2020
|
|
Semi-Annually
|
Senior unsecured notes
|
|
300,000
|
|
|
6.75
|
%
|
|
20,250
|
|
|
2021
|
|
Semi-Annually
|
||
Senior unsecured notes
|
|
250,000
|
|
|
4.75
|
%
|
|
11,875
|
|
|
2024
|
|
Semi-Annually
|
||
Senior unsecured notes
|
|
500,000
|
|
|
4.75
|
%
|
|
23,750
|
|
|
2028
|
|
Semi-Annually
|
||
Senior unsecured notes
|
|
350,000
|
|
|
5.63
|
%
|
|
19,705
|
|
|
2042
|
|
Quarterly
|
||
Senior unsecured notes
|
|
250,000
|
|
|
6.25
|
%
|
|
15,625
|
|
|
2046
|
|
Quarterly
|
||
Mortgage notes (2)
|
|
1,426
|
|
|
7.49
|
%
|
|
107
|
|
|
2022
|
|
Monthly
|
||
Mortgage notes
|
|
12,513
|
|
|
6.28
|
%
|
|
786
|
|
|
2022
|
|
Monthly
|
||
Mortgage note
|
|
10,958
|
|
|
4.85
|
%
|
|
531
|
|
|
2022
|
|
Monthly
|
||
Mortgage notes
|
|
16,131
|
|
|
5.75
|
%
|
|
928
|
|
|
2022
|
|
Monthly
|
||
Mortgage note
|
|
16,056
|
|
|
6.64
|
%
|
|
1,066
|
|
|
2023
|
|
Monthly
|
||
Capital leases
|
|
8,874
|
|
|
7.70
|
%
|
|
683
|
|
|
2026
|
|
Monthly
|
||
Mortgage notes (3)
|
|
620,000
|
|
|
3.53
|
%
|
|
21,886
|
|
|
2026
|
|
Monthly
|
||
Mortgage note (2) (4)
|
|
1,589
|
|
|
6.25
|
%
|
|
99
|
|
|
2026
|
|
Monthly
|
||
Mortgage note
|
|
10,688
|
|
|
4.44
|
%
|
|
475
|
|
|
2043
|
|
Monthly
|
||
|
|
$
|
2,548,235
|
|
|
|
|
$
|
131,266
|
|
|
|
|
|
(1)
|
The principal balances and interest rates are the amounts stated in the applicable contracts. In accordance with GAAP, our carrying values and recorded interest expense may differ from these amounts because of market conditions at the time we assumed these debts. This table does not include obligations under capital leases.
|
(2)
|
The properties encumbered by these mortgages are classified as held for sale as of December 31, 2019.
|
(3)
|
The property encumbered by these mortgages is owned in a joint venture arrangement in which we own a 55% equity interest. The principal amounts listed in the table for these debts have not been adjusted to reflect the equity interest in the joint venture that we do not own.
|
(4)
|
We prepaid this mortgage in February 2020.
|
|
|
Impact of Changes in Interest Rates
|
|||||||||||||
|
|
Interest Rate (1)
|
|
Outstanding
Floating Rate Debt
|
|
Total Interest
Expense Per Year
|
|
Annual
Earnings per Share
Impact(2)
|
|||||||
At December 31, 2019
|
|
2.89
|
%
|
|
$
|
987,500
|
|
|
$
|
28,539
|
|
|
$
|
0.12
|
|
One percentage point increase
|
|
3.89
|
%
|
|
$
|
987,500
|
|
|
$
|
38,414
|
|
|
$
|
0.16
|
|
(1)
|
Weighted based on the respective interest rates and outstanding borrowings under our credit facility and term loans as of December 31, 2019.
|
(2)
|
Based on weighted average number of shares outstanding (basic and diluted) for the year ended December 31, 2019.
|
|
|
Impact of Changes in Interest Rates
|
|||||||||||||
|
|
Interest Rate (1)
|
|
Outstanding
Floating Rate Debt
|
|
Total Interest
Expense Per Year
|
|
Annual
Earnings per Share
Impact(2)
|
|||||||
At December 31, 2019
|
|
2.86
|
%
|
|
$
|
1,450,000
|
|
|
$
|
41,470
|
|
|
$
|
0.17
|
|
One percentage point increase
|
|
3.86
|
%
|
|
$
|
1,450,000
|
|
|
$
|
55,970
|
|
|
$
|
0.24
|
|
(1)
|
Weighted based on the respective interest rates and outstanding borrowings under our credit facility (assuming fully drawn) and term loans as of December 31, 2019.
|
|
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under our
equity compensation plan
excluding securities
reflected in column (a)
|
|
|
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
Equity compensation plans approved by securityholders—2012 Plan
|
|
None.
|
|
None.
|
|
2,214,932
|
|
|
(1)
|
Equity compensation plan not approved by securityholders
|
|
None.
|
|
None.
|
|
None.
|
|
|
|
Total
|
|
None.
|
|
None.
|
|
2,214,932
|
|
|
(1)
|
(1)
|
Consists of common shares available for issuance pursuant to the terms of the 2012 Plan. Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan.
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Exhibit
Number
|
Description
|
|
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
8.1
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
Impairment of Real Estate Properties
|
Description of the Matter
|
The Company's net real estate properties totaled $5.9 billion as of December 31, 2019. As discussed in Note 3 to the consolidated financial statements, the Company evaluates their properties for impairment quarterly, or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.
Auditing management's property impairment analysis was complex and involved a high degree of subjectivity due to the significant estimation required in determining the future undiscounted net cash flows expected to be generated from those assets with indicators of impairment. The future net undiscounted cash flows are sensitive to significant assumptions, such as hold periods, market rents, and terminal capitalization rates, which are forward-looking and could be affected by future economic and market conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process for assessing impairment of real estate properties. For example, we tested controls over management's review of the future net undiscounted cash flows calculations, including the significant assumptions and data inputs used to develop the undiscounted cash flows.
Our testing of the Company's impairment assessment included, among other procedures, evaluating the assumptions used to develop the estimated undiscounted cash flows used to assess the recoverability of real estate properties. Specifically, we evaluated the significant assumptions used to estimate the property cash flows, including market rents and terminal capitalization rates through comparison to current industry and economic trends and tested the completeness and accuracy of the underlying data supporting the significant assumptions. We compared the projected forecasted amounts to past performance of the properties and the Company's history related to similar properties and other forecasted financial information prepared by the Company. We also held discussions with management about the current status of potential transactions and about management's judgments to understand the probability of future events that could affect the hold period and other cash flow assumptions for the properties. We searched for and evaluated information that corroborated or contradicted the Company’s assumptions.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Real estate properties:
|
|
|
|
|
||||
Land
|
|
$
|
793,123
|
|
|
$
|
844,567
|
|
Buildings and improvements
|
|
6,668,463
|
|
|
7,031,733
|
|
||
Total real estate properties, gross
|
|
7,461,586
|
|
|
7,876,300
|
|
||
Accumulated depreciation
|
|
(1,570,801
|
)
|
|
(1,534,392
|
)
|
||
Total real estate properties, net
|
|
5,890,785
|
|
|
6,341,908
|
|
||
|
|
|
|
|
||||
Assets of properties held for sale
|
|
209,570
|
|
|
1,928
|
|
||
Cash and cash equivalents
|
|
37,357
|
|
|
54,976
|
|
||
Restricted cash
|
|
14,867
|
|
|
15,095
|
|
||
Investments in equity securities
|
|
1,571
|
|
|
142,027
|
|
||
Due from affiliates
|
|
1,990
|
|
|
18,701
|
|
||
Acquired real estate leases and other intangible assets, net
|
|
337,875
|
|
|
419,244
|
|
||
Other assets, net
|
|
159,811
|
|
|
166,547
|
|
||
Total assets
|
|
$
|
6,653,826
|
|
|
$
|
7,160,426
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
||||
Unsecured revolving credit facility
|
|
$
|
537,500
|
|
|
$
|
139,000
|
|
Unsecured term loans, net
|
|
448,741
|
|
|
548,286
|
|
||
Senior unsecured notes, net
|
|
1,820,681
|
|
|
2,216,945
|
|
||
Secured debt and capital leases, net
|
|
694,739
|
|
|
744,186
|
|
||
Liabilities of properties held for sale
|
|
6,758
|
|
|
—
|
|
||
Accrued interest
|
|
24,060
|
|
|
26,182
|
|
||
Due to affiliates
|
|
8,779
|
|
|
54,299
|
|
||
Assumed real estate lease obligations, net
|
|
76,705
|
|
|
86,304
|
|
||
Other liabilities
|
|
158,813
|
|
|
165,354
|
|
||
Total liabilities
|
|
3,776,776
|
|
|
3,980,556
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Equity attributable to common shareholders:
|
|
|
|
|
||||
Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 237,897,163 and 237,729,900 shares issued and outstanding at December 31, 2019 and 2018, respectively
|
|
2,379
|
|
|
2,377
|
|
||
Additional paid in capital
|
|
4,612,511
|
|
|
4,611,419
|
|
||
Cumulative net income
|
|
2,052,562
|
|
|
2,140,796
|
|
||
Cumulative other comprehensive loss
|
|
—
|
|
|
(266
|
)
|
||
Cumulative distributions
|
|
(3,930,933
|
)
|
|
(3,731,214
|
)
|
||
Total equity attributable to common shareholders
|
|
2,736,519
|
|
|
3,023,112
|
|
||
Noncontrolling interest:
|
|
|
|
|
||||
Total equity attributable to noncontrolling interest
|
|
140,531
|
|
|
156,758
|
|
||
Total equity
|
|
2,877,050
|
|
|
3,179,870
|
|
||
Total liabilities and equity
|
|
$
|
6,653,826
|
|
|
$
|
7,160,426
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
606,558
|
|
|
$
|
700,641
|
|
|
$
|
681,022
|
|
Residents fees and services
|
|
433,597
|
|
|
416,523
|
|
|
393,707
|
|
|||
Total revenues
|
|
1,040,155
|
|
|
1,117,164
|
|
|
1,074,729
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Property operating expenses
|
|
489,070
|
|
|
451,581
|
|
|
413,492
|
|
|||
Depreciation and amortization
|
|
289,025
|
|
|
286,235
|
|
|
276,861
|
|
|||
General and administrative
|
|
37,028
|
|
|
85,885
|
|
|
103,694
|
|
|||
Acquisition and certain other transaction related costs
|
|
13,102
|
|
|
194
|
|
|
403
|
|
|||
Impairment of assets
|
|
115,201
|
|
|
66,346
|
|
|
5,082
|
|
|||
Total expenses
|
|
943,426
|
|
|
890,241
|
|
|
799,532
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Gain on sale of properties
|
|
39,696
|
|
|
261,916
|
|
|
46,055
|
|
|||
Dividend income
|
|
1,846
|
|
|
2,901
|
|
|
2,637
|
|
|||
Gains and losses on equity securities, net
|
|
(41,898
|
)
|
|
(20,724
|
)
|
|
—
|
|
|||
Interest and other income
|
|
941
|
|
|
667
|
|
|
406
|
|
|||
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $6,032, $6,221 and $5,282, respectively)
|
|
(180,112
|
)
|
|
(179,287
|
)
|
|
(165,019
|
)
|
|||
Loss on early extinguishment of debt
|
|
(44
|
)
|
|
(22
|
)
|
|
(7,627
|
)
|
|||
(Loss) income from continuing operations before income tax expense and equity in earnings of an investee
|
|
(82,842
|
)
|
|
292,374
|
|
|
151,649
|
|
|||
Income tax expense
|
|
(436
|
)
|
|
(476
|
)
|
|
(454
|
)
|
|||
Equity in earnings of an investee
|
|
400
|
|
|
516
|
|
|
608
|
|
|||
Net (loss) income
|
|
(82,878
|
)
|
|
292,414
|
|
|
151,803
|
|
|||
Net income attributable to noncontrolling interest
|
|
(5,356
|
)
|
|
(5,542
|
)
|
|
(4,193
|
)
|
|||
Net (loss) income attributable to common shareholders
|
|
$
|
(88,234
|
)
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gain on investments in equity securities, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,138
|
|
Amounts reclassified from cumulative other comprehensive income to net income
|
|
175
|
|
|
—
|
|
|
5,082
|
|
|||
Equity in unrealized gain (loss) of an investee
|
|
91
|
|
|
(68
|
)
|
|
462
|
|
|||
Other comprehensive income (loss)
|
|
266
|
|
|
(68
|
)
|
|
52,682
|
|
|||
Comprehensive (loss) income
|
|
(82,612
|
)
|
|
292,346
|
|
|
204,485
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
(5,356
|
)
|
|
(5,542
|
)
|
|
(4,193
|
)
|
|||
Comprehensive (loss) income attributable to common shareholders
|
|
$
|
(87,968
|
)
|
|
$
|
286,804
|
|
|
$
|
200,292
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding (basic)
|
|
237,604
|
|
|
237,511
|
|
|
237,420
|
|
|||
Weighted average common shares outstanding (diluted)
|
|
237,604
|
|
|
237,546
|
|
|
237,452
|
|
|||
|
|
|
|
|
|
|
||||||
Per common share amounts (basic and diluted)
|
|
|
|
|
|
|
||||||
Net (loss) income attributable to common shareholders
|
|
$
|
(0.37
|
)
|
|
$
|
1.21
|
|
|
$
|
0.62
|
|
|
|
Number of
Shares
|
|
Common
Shares
|
|
Additional
Paid-in
Capital
|
|
Cumulative
Net Income
|
|
Cumulative Other
Comprehensive
Income (Loss)
|
|
Cumulative
Distributions
|
|
Total Equity Attributable to Common Shareholders
|
|
Total Equity Attributable to Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||||||
Balance at December 31, 2016:
|
|
237,544,479
|
|
|
$
|
2,375
|
|
|
$
|
4,533,456
|
|
|
$
|
1,618,885
|
|
|
$
|
34,549
|
|
|
$
|
(2,989,860
|
)
|
|
$
|
3,199,405
|
|
|
$
|
—
|
|
|
$
|
3,199,405
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,610
|
|
|
—
|
|
|
—
|
|
|
147,610
|
|
|
4,193
|
|
|
151,803
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,682
|
|
|
—
|
|
|
52,682
|
|
|
—
|
|
|
52,682
|
|
||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370,608
|
)
|
|
(370,608
|
)
|
|
—
|
|
|
(370,608
|
)
|
||||||||
Share grants
|
|
103,100
|
|
|
1
|
|
|
2,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,130
|
|
|
—
|
|
|
2,130
|
|
||||||||
Share repurchases
|
|
(17,170
|
)
|
|
—
|
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(341
|
)
|
|
—
|
|
|
(341
|
)
|
||||||||
Contributions from noncontrolling interest
|
|
—
|
|
|
—
|
|
|
74,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,072
|
|
|
181,859
|
|
|
255,931
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,814
|
)
|
|
(13,814
|
)
|
||||||||
Balance at December 31, 2017:
|
|
237,630,409
|
|
|
2,376
|
|
|
4,609,316
|
|
|
1,766,495
|
|
|
87,231
|
|
|
(3,360,468
|
)
|
|
3,104,950
|
|
|
172,238
|
|
|
3,277,188
|
|
||||||||
Cumulative adjustment upon adoption of ASU No. 2016-01
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,429
|
|
|
(87,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance at January 1, 2018:
|
|
237,630,409
|
|
|
2,376
|
|
|
4,609,316
|
|
|
1,853,924
|
|
|
(198
|
)
|
|
(3,360,468
|
)
|
|
3,104,950
|
|
|
172,238
|
|
|
3,277,188
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,872
|
|
|
—
|
|
|
—
|
|
|
286,872
|
|
|
5,542
|
|
|
292,414
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370,746
|
)
|
|
(370,746
|
)
|
|
—
|
|
|
(370,746
|
)
|
||||||||
Share grants
|
|
123,800
|
|
|
1
|
|
|
2,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,515
|
|
|
—
|
|
|
2,515
|
|
||||||||
Share repurchases
|
|
(24,309
|
)
|
|
—
|
|
|
(411
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(411
|
)
|
|
—
|
|
|
(411
|
)
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,022
|
)
|
|
(21,022
|
)
|
||||||||
Balance at December 31, 2018:
|
|
237,729,900
|
|
|
2,377
|
|
|
4,611,419
|
|
|
2,140,796
|
|
|
(266
|
)
|
|
(3,731,214
|
)
|
|
3,023,112
|
|
|
156,758
|
|
|
3,179,870
|
|
||||||||
Net (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,234
|
)
|
|
—
|
|
|
—
|
|
|
(88,234
|
)
|
|
5,356
|
|
|
(82,878
|
)
|
||||||||
Amounts reclassified from cumulative other comprehensive income to net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(199,719
|
)
|
|
(199,719
|
)
|
|
—
|
|
|
(199,719
|
)
|
||||||||
Share grants
|
|
202,500
|
|
|
2
|
|
|
1,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,393
|
|
|
—
|
|
|
1,393
|
|
||||||||
Share repurchases
|
|
(35,237
|
)
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
(299
|
)
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,583
|
)
|
|
(21,583
|
)
|
||||||||
Balance at December 31, 2019:
|
|
237,897,163
|
|
|
$
|
2,379
|
|
|
$
|
4,612,511
|
|
|
$
|
2,052,562
|
|
|
$
|
—
|
|
|
$
|
(3,930,933
|
)
|
|
$
|
2,736,519
|
|
|
$
|
140,531
|
|
|
$
|
2,877,050
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(82,878
|
)
|
|
$
|
292,414
|
|
|
$
|
151,803
|
|
Adjustments to reconcile net (loss) income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
289,025
|
|
|
286,235
|
|
|
276,861
|
|
|||
Amortization of debt premiums, discounts and issuance costs
|
|
6,032
|
|
|
6,221
|
|
|
5,282
|
|
|||
Straight line rental income
|
|
(4,508
|
)
|
|
(10,227
|
)
|
|
(13,958
|
)
|
|||
Amortization of acquired real estate leases and other intangible assets
|
|
(6,791
|
)
|
|
(5,787
|
)
|
|
(5,349
|
)
|
|||
Loss on early extinguishment of debt
|
|
44
|
|
|
22
|
|
|
7,627
|
|
|||
Impairment of assets
|
|
115,201
|
|
|
66,346
|
|
|
5,082
|
|
|||
Gain on sale of properties
|
|
(39,696
|
)
|
|
(261,916
|
)
|
|
(46,055
|
)
|
|||
Gains and losses on equity securities, net
|
|
41,898
|
|
|
20,724
|
|
|
—
|
|
|||
Other non-cash adjustments
|
|
(3,771
|
)
|
|
(3,772
|
)
|
|
(3,772
|
)
|
|||
Equity in earnings of an investee
|
|
(400
|
)
|
|
(516
|
)
|
|
(608
|
)
|
|||
Distribution of earnings from Affiliates Insurance Company
|
|
2,574
|
|
|
—
|
|
|
—
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
||||||
Other assets
|
|
1,794
|
|
|
(3,586
|
)
|
|
(5,197
|
)
|
|||
Accrued interest
|
|
(2,105
|
)
|
|
8,195
|
|
|
(484
|
)
|
|||
Other liabilities
|
|
(50,574
|
)
|
|
(1,513
|
)
|
|
48,072
|
|
|||
Net cash provided by operating activities
|
|
265,845
|
|
|
392,840
|
|
|
419,304
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Real estate acquisitions and deposits
|
|
(50,636
|
)
|
|
(129,494
|
)
|
|
(159,290
|
)
|
|||
Real estate improvements
|
|
(222,417
|
)
|
|
(103,804
|
)
|
|
(117,213
|
)
|
|||
Proceeds from sale of properties, net
|
|
254,241
|
|
|
332,389
|
|
|
55,068
|
|
|||
Proceeds from sale of RMR Inc. common shares, net
|
|
98,557
|
|
|
—
|
|
|
—
|
|
|||
Distributions in excess of earnings from Affiliates Insurance Company
|
|
6,426
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
86,171
|
|
|
99,091
|
|
|
(221,435
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of senior unsecured notes, net
|
|
—
|
|
|
491,560
|
|
|
—
|
|
|||
Proceeds from borrowings on revolving credit facility
|
|
994,500
|
|
|
727,000
|
|
|
764,000
|
|
|||
Repayments of borrowings on revolving credit facility
|
|
(596,000
|
)
|
|
(1,184,000
|
)
|
|
(495,000
|
)
|
|||
Redemption of senior notes
|
|
(400,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of unsecured term loan
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of other debt
|
|
(46,345
|
)
|
|
(107,116
|
)
|
|
(313,964
|
)
|
|||
Loss on early extinguishment of debt settled in cash
|
|
—
|
|
|
(150
|
)
|
|
(5,485
|
)
|
|||
Payment of debt issuance costs
|
|
(417
|
)
|
|
(4,296
|
)
|
|
(6,845
|
)
|
|||
Repurchase of common shares
|
|
(299
|
)
|
|
(411
|
)
|
|
(341
|
)
|
|||
Proceeds from noncontrolling interest, net
|
|
—
|
|
|
—
|
|
|
255,931
|
|
|||
Distributions to noncontrolling interest
|
|
(21,583
|
)
|
|
(21,022
|
)
|
|
(13,814
|
)
|
|||
Distributions to shareholders
|
|
(199,719
|
)
|
|
(370,746
|
)
|
|
(370,608
|
)
|
|||
Net cash used in financing activities
|
|
(369,863
|
)
|
|
(469,181
|
)
|
|
(186,126
|
)
|
|||
|
|
|
|
|
|
|
||||||
(Decrease) increase in cash and cash equivalents and restricted cash
|
|
(17,847
|
)
|
|
22,750
|
|
|
11,743
|
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
|
70,071
|
|
|
47,321
|
|
|
35,578
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
|
$
|
52,224
|
|
|
$
|
70,071
|
|
|
$
|
47,321
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
SUPPLEMENTAL CASH FLOWS INFORMATION:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
177,308
|
|
|
$
|
164,996
|
|
|
$
|
160,221
|
|
Income taxes paid
|
|
$
|
452
|
|
|
$
|
474
|
|
|
$
|
441
|
|
|
|
|
|
|
|
|
||||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Acquisitions funded by assumed debt
|
|
$
|
—
|
|
|
$
|
(44,386
|
)
|
|
$
|
—
|
|
Capitalized interest
|
|
$
|
1,124
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Assumption of mortgage notes payable
|
|
$
|
—
|
|
|
$
|
44,386
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents
|
|
$
|
37,357
|
|
|
$
|
54,976
|
|
|
$
|
31,238
|
|
Restricted cash (1)
|
|
14,867
|
|
|
15,095
|
|
|
16,083
|
|
|||
Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
|
$
|
52,224
|
|
|
$
|
70,071
|
|
|
$
|
47,321
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Acquired real estate leases:
|
|
|
|
|
||||
Capitalized above market lease values
|
|
$
|
34,587
|
|
|
$
|
35,056
|
|
Less: accumulated amortization
|
|
(30,039
|
)
|
|
(27,375
|
)
|
||
Capitalized above market lease values, net
|
|
4,548
|
|
|
7,681
|
|
||
|
|
|
|
|
||||
Lease origination value
|
|
642,158
|
|
|
656,163
|
|
||
Less: accumulated amortization
|
|
(308,831
|
)
|
|
(244,600
|
)
|
||
Lease origination value, net
|
|
333,327
|
|
|
411,563
|
|
||
Acquired real estate leases, net
|
|
$
|
337,875
|
|
|
$
|
419,244
|
|
|
|
|
|
|
||||
Assumed real estate lease obligations:
|
|
|
|
|
||||
Capitalized below market lease values
|
|
$
|
134,225
|
|
|
$
|
134,395
|
|
Less: accumulated amortization
|
|
(57,520
|
)
|
|
(48,091
|
)
|
||
Assumed real estate lease obligations, net
|
|
$
|
76,705
|
|
|
$
|
86,304
|
|
Year
|
|
Amount
|
||
2020
|
|
$
|
318,279
|
|
2021
|
|
302,064
|
|
|
2022
|
|
282,652
|
|
|
2023
|
|
260,308
|
|
|
2024
|
|
234,220
|
|
|
Thereafter
|
|
838,608
|
|
|
Total
|
|
$
|
2,236,131
|
|
(1)
|
Cash paid plus assumed debt, if any, includes closing costs.
|
(2)
|
Acquired from Five Star.
|
(1)
|
Sales price excludes closing costs.
|
(2)
|
These senior living communities were previously leased to Five Star.
|
(3)
|
These senior living communities were leased to Sunrise Senior Living LLC.
|
(4)
|
This senior living community was leased to a private operator, where the tenant exercised its purchase option.
|
|
Number of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested shares at December 31, 2016
|
153,410
|
|
|
$
|
19.92
|
|
Shares granted in 2017
|
103,100
|
|
|
$
|
19.99
|
|
Shares vested / forfeited in 2017
|
(108,500
|
)
|
|
$
|
20.05
|
|
Unvested shares at December 31, 2017
|
148,010
|
|
|
$
|
19.71
|
|
Shares granted in 2018
|
123,800
|
|
|
$
|
18.72
|
|
Shares vested / forfeited in 2018
|
(109,820
|
)
|
|
$
|
18.31
|
|
Unvested shares at December 31, 2018
|
161,990
|
|
|
$
|
19.41
|
|
Shares granted in 2019
|
202,500
|
|
|
$
|
8.65
|
|
Shares vested / forfeited in 2019
|
(137,150
|
)
|
|
$
|
8.94
|
|
Unvested shares at December 31, 2019
|
227,340
|
|
|
$
|
12.52
|
|
|
|
Annual Per
|
|
|
|
Characterization of Distribution
|
|||||||||||
|
|
Share
|
|
Total
|
|
Ordinary
|
|
Capital
|
|
Return of
|
|||||||
Year
|
|
Distribution
|
|
Distribution
|
|
Income
|
|
Gain
|
|
Capital
|
|||||||
2019
|
|
$
|
0.84
|
|
|
$
|
199,719
|
|
|
—
|
%
|
|
25.7
|
%
|
|
74.3
|
%
|
2018
|
|
$
|
1.56
|
|
|
$
|
370,746
|
|
|
38.1
|
%
|
|
61.9
|
%
|
|
—
|
%
|
2017
|
|
$
|
1.56
|
|
|
$
|
370,608
|
|
|
89.2
|
%
|
|
10.8
|
%
|
|
—
|
%
|
•
|
our previously existing master leases with Five Star for all of our senior living communities that Five Star leased, as well as our previously existing management agreements and pooling agreements with Five Star for our senior living communities that Five Star managed, were terminated and replaced with the New Management Agreements;
|
•
|
Five Star issued to us 10,268,158 of its common shares and an aggregate of approximately 16,118,849 to our shareholders of record as of December 13, 2019; and
|
•
|
as consideration for these share issuances, we provided Five Star with $75,000 of additional consideration, by way of our assumption of certain then current and future working capital liabilities of Five Star.
|
•
|
Lease No. 1, which was to expire in 2024 and included 73 independent living communities, assisted living communities and SNFs as of December 31, 2019.
|
•
|
Lease No. 2, which was to expire in 2026 and included 39 independent living communities, assisted living communities and SNFs as of December 31, 2019.
|
•
|
Lease No. 3, which was to expire in 2028 and included 17 independent living communities and assisted living communities as of December 31, 2019.
|
•
|
Lease No. 4, which was to expire in 2032 and included 28 independent living communities, assisted living communities and SNFs as of December 31, 2019.
|
•
|
Lease No. 5, which was to expire in 2028 and included nine assisted living communities as of December 31, 2019.
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||
|
|
Gross Book Value of Real Estate Assets (1)
|
|
% of Total
|
|
Gross Book Value of Real Estate Assets (1)
|
|
% of Total
|
||||||
Five Star (2)
|
|
$
|
2,286,951
|
|
|
27.2
|
%
|
|
$
|
2,253,853
|
|
|
26.7
|
%
|
All others (3) (4)
|
|
6,133,672
|
|
|
72.8
|
%
|
|
6,174,791
|
|
|
73.3
|
%
|
||
|
|
$
|
8,420,623
|
|
|
100.0
|
%
|
|
$
|
8,428,644
|
|
|
100.0
|
%
|
(1)
|
Represents the gross book value of real estate assets at cost plus certain acquisition costs, before depreciation and purchase price allocations, less impairment write downs, if any. Five Star also manages our managed senior living communities. The gross book value of real estate assets of $1,920,070 as of December 31, 2019 for those managed senior living communities is included in the "All others" category.
|
(2)
|
Includes gross book value of real estate assets of $50,951 classified as held for sale in our consolidated balance sheet as of December 31, 2019.
|
(3)
|
Includes gross book value of real estate assets of $213,416 and $3,752 classified as held for sale in our consolidated balance sheets as of December 31, 2019 and 2018, respectively.
|
|
|
Year Ended
|
|
Year Ended
|
||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
|
Total Revenues(1)
|
|
% of Total
|
|
Total Revenues (1)
|
|
% of Total
|
||||||
Five Star
|
|
$
|
137,898
|
|
|
13.3
|
%
|
|
$
|
212,622
|
|
|
19.0
|
%
|
All others
|
|
902,257
|
|
|
86.7
|
%
|
|
904,542
|
|
|
81.0
|
%
|
||
|
|
$
|
1,040,155
|
|
|
100.0
|
%
|
|
$
|
1,117,164
|
|
|
100.0
|
%
|
(1)
|
Five Star also manages our managed senior living communities. Our revenues of $433,597 and $416,523 for the years ended December 31, 2019 and 2018, respectively, from those communities are included in the “All others” category.
|
Revenue from contracts with customers:
|
|
Year Ended December 31, 2019
|
||
Basic housing and support services
|
|
$
|
353,699
|
|
Medicare and Medicaid programs
|
|
31,324
|
|
|
Private pay and other third party payer SNF services
|
|
48,574
|
|
|
Total residents fees and services
|
|
$
|
433,597
|
|
•
|
Base Management Fee. The annual base management fee payable to RMR LLC by us for each applicable period is equal to the lesser of:
|
◦
|
the sum of (a) 0.5% of the daily weighted average of the aggregate book value of our real estate assets owned by us or our subsidiaries as of October 12, 1999, or the Transferred Assets, plus (b) 0.7% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $250,000, plus (c) 0.5% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $250,000; and
|
◦
|
the sum of (a) 0.7% of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $250,000, plus (b) 0.5% of our Average Market Capitalization exceeding $250,000.
|
•
|
Incentive Management Fee. The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:
|
•
|
An amount, subject to a cap, based on the value of our common shares outstanding, equal to 12.0% of the product of:
|
◦
|
our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and
|
◦
|
the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the SNL U.S. REIT Healthcare Index, or the benchmark return per share, for the relevant measurement period.
|
◦
|
The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if additional common shares are issued, or if we repurchase our common shares, during the measurement period.
|
◦
|
No incentive management fee is payable by us unless our total return per share during the measurement period is positive.
|
◦
|
The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.
|
◦
|
If our total return per share exceeds 12.0% per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the SNL U.S. REIT Healthcare Index for such measurement period and 12.0% per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the SNL U.S. REIT Healthcare Index by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the SNL U.S. REIT Healthcare Index.
|
◦
|
The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5% of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.
|
◦
|
Incentive management fees we paid to RMR LLC for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.
|
•
|
Property Management and Construction Supervision Fees. The property management fees payable to RMR LLC by us for each applicable period are equal to 3.0% of gross collected rents and the construction supervision fees payable to RMR LLC by us for each applicable period are equal to 5.0% of construction costs.
|
•
|
so long as we remain a REIT, Five Star may not waive the share ownership restrictions in its charter that prohibit any person or group from acquiring more than 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding shares of any class of Five Star stock without our consent;
|
•
|
so long as Five Star is our tenant or manager, Five Star will not permit nor take any action that, in our reasonable judgment, might jeopardize our qualification for taxation as a REIT;
|
•
|
we have the right to terminate our management agreements with Five Star upon the acquisition by a person or group of more than 9.8% of Five Star's voting stock or other change in control events, as defined therein affecting Five Star, including the adoption of any shareholder proposal (other than a precatory proposal) or the election to Five Star's board of directors of any individual, if such proposal or individual was not approved, nominated or appointed, as the case may be, by a majority of Five Star's directors in office immediately prior to the making of such proposal or the nomination or appointment of such individual; and
|
•
|
so long as Five Star is our tenant or manager or has a business management agreement with RMR LLC, Five Star will not acquire or finance any real estate of a type then owned or financed by us or any other company managed by RMR LLC without first giving us or such company managed by RMR LLC, as applicable, the opportunity to acquire or finance that real estate.
|
|
|
|
|
Principal Balance as of December 31,
|
||||||
Unsecured Floating Rate Debt (1)
|
|
Maturity
|
|
2019
|
|
2018
|
||||
Revolving credit facility (2)
|
|
January 2022
|
|
$
|
537,500
|
|
|
$
|
139,000
|
|
Unsecured term loan (3)
|
|
January 2020
|
|
—
|
|
|
350,000
|
|
||
Unsecured term loan
|
|
June 2020
|
|
250,000
|
|
|
—
|
|
||
Unsecured term loan
|
|
September 2022
|
|
200,000
|
|
|
200,000
|
|
||
Total unsecured floating rate debt
|
|
|
|
$
|
987,500
|
|
|
$
|
689,000
|
|
(1)
|
As of December 31, 2019 and 2018, the unamortized net debt issuance costs on certain of these debts were $1,259 and $1,714, respectively.
|
(2)
|
Outstanding borrowings under our $1,000,000 unsecured revolving credit facility.
|
(3)
|
We prepaid this term loan in December 2019.
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||||||||||
Senior Unsecured Notes (1)
|
|
Coupon
|
|
Maturity
|
|
Face
Amount
|
|
Unamortized
Discount
|
|
Face
Amount
|
|
Unamortized
Discount
|
|||||||||
Senior unsecured notes
|
|
3.250
|
%
|
|
May 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
|
$
|
19
|
|
Senior unsecured notes
|
|
6.750
|
%
|
|
April 2020
|
|
200,000
|
|
|
59
|
|
|
200,000
|
|
|
274
|
|
||||
Senior unsecured notes
|
|
6.750
|
%
|
|
December 2021
|
|
300,000
|
|
|
1,024
|
|
|
300,000
|
|
|
1,558
|
|
||||
Senior unsecured notes
|
|
4.750
|
%
|
|
May 2024
|
|
250,000
|
|
|
342
|
|
|
250,000
|
|
|
421
|
|
||||
Senior unsecured notes
|
|
4.750
|
%
|
|
February 2028
|
|
500,000
|
|
|
6,857
|
|
|
500,000
|
|
|
7,702
|
|
||||
Senior unsecured notes
|
|
5.625
|
%
|
|
August 2042
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
||||
Senior unsecured notes
|
|
6.250
|
%
|
|
February 2046
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
||||
Total senior unsecured notes
|
|
|
|
|
|
$
|
1,850,000
|
|
|
$
|
8,282
|
|
|
$
|
2,250,000
|
|
|
$
|
9,974
|
|
(1)
|
As of December 31, 2019 and 2018, the unamortized net debt issuance costs on certain of these notes were $21,037 and $23,081, respectively.
|
|
|
Principal Balance as of
December 31,
|
|
|
|
|
|
Number of
Properties as
Collateral
|
|
Net Book Value of Collateral
as of December 31,
|
||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Secured and Other Debt
|
|
2019 (1)
|
|
2018 (1)
|
|
Interest
Rate
|
|
Maturity
|
|
At December 31, 2019
|
|
2019
|
|
2018
|
||||||||||
Mortgage note (2)
|
|
$
|
—
|
|
|
$
|
42,618
|
|
|
3.79
|
%
|
|
July 2019
|
|
—
|
|
|
$
|
—
|
|
|
$
|
61,199
|
|
Mortgage note (3)
|
|
1,426
|
|
|
2,037
|
|
|
7.49
|
%
|
|
January 2022
|
|
1
|
|
|
11,469
|
|
|
14,602
|
|
||||
Mortgage note
|
|
12,513
|
|
|
13,146
|
|
|
6.28
|
%
|
|
July 2022
|
|
1
|
|
|
23,662
|
|
|
24,064
|
|
||||
Mortgage note
|
|
10,958
|
|
|
11,180
|
|
|
4.85
|
%
|
|
October 2022
|
|
1
|
|
|
20,139
|
|
|
20,602
|
|
||||
Mortgage note
|
|
16,131
|
|
|
16,441
|
|
|
5.75
|
%
|
|
October 2022
|
|
2
|
|
|
19,751
|
|
|
20,342
|
|
||||
Mortgage note
|
|
16,056
|
|
|
16,442
|
|
|
6.64
|
%
|
|
June 2023
|
|
1
|
|
|
22,854
|
|
|
20,538
|
|
||||
Mortgage notes (4)
|
|
620,000
|
|
|
620,000
|
|
|
3.53
|
%
|
|
August 2026
|
|
1
|
|
|
724,715
|
|
|
745,079
|
|
||||
Mortgage note (3) (5)
|
|
1,589
|
|
|
1,983
|
|
|
6.25
|
%
|
|
March 2026
|
|
1
|
|
|
4,226
|
|
|
4,402
|
|
||||
Mortgage note
|
|
10,688
|
|
|
10,901
|
|
|
4.44
|
%
|
|
July 2043
|
|
1
|
|
|
13,756
|
|
|
13,816
|
|
||||
Capital Leases
|
|
8,874
|
|
|
9,832
|
|
|
7.70
|
%
|
|
April 2026
|
|
2
|
|
|
18,432
|
|
|
17,970
|
|
||||
Total secured
|
|
$
|
698,235
|
|
|
$
|
744,580
|
|
|
|
|
|
|
11
|
|
|
$
|
859,004
|
|
|
$
|
942,614
|
|
(1)
|
The principal balances are the amounts stated in the contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts. As of December 31, 2019 and 2018, the unamortized net premiums and debt issuance costs on certain of these mortgages were $506 and $394, respectively.
|
(2)
|
We prepaid this debt in May 2019.
|
(3)
|
The properties encumbered by these mortgages were classified as held for sale as of December 31, 2019. The associated mortgages, along with $25 of unamortized net debt issuance costs, are included in liabilities of properties held for sale in our consolidated balance sheets as of December 31, 2019.
|
(4)
|
The property encumbered by these mortgages is owned in a joint venture arrangement in which we own a 55% equity interest. The principal amounts listed in the table for these debts have not been adjusted to reflect the equity interests in the joint venture that we do not own.
|
(5)
|
We prepaid this debt in February 2020.
|
Year
|
|
Principal Payment
|
|
|
|
2020
|
|
$
|
453,799
|
|
|
2021
|
|
304,097
|
|
|
|
2022
|
|
776,872
|
|
|
|
2023
|
|
16,673
|
|
|
|
2024
|
|
252,110
|
|
|
|
Thereafter
|
|
1,732,184
|
|
(1)
|
|
|
|
|
|
|
|
|
Significant
|
||||||||
|
|
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Unobservable
|
||||||||
|
|
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Inputs
|
||||||||
Description
|
|
Total
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Recurring Fair Value Measurements Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment in Five Star (1)
|
|
$
|
1,571
|
|
|
$
|
1,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-Recurring Fair Value Measurements Assets:
|
|
|
|
|
|
|
|
|
||||||||
Real estate properties held for sale (2)
|
|
$
|
88,656
|
|
|
$
|
—
|
|
|
$
|
88,656
|
|
|
$
|
—
|
|
Real estate properties at fair value (3)
|
|
$
|
106,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106,850
|
|
(1)
|
The 423,500 Five Star common shares we owned as of December 31, 2019 are included in investments in equity securities in our consolidated balance sheets, and are reported at fair value, which is based on quoted market prices (Level 1 inputs). Our adjusted cost basis for these shares was $6,353 as of December 31, 2019. During the year ended December 31, 2019, we recorded an unrealized loss of $462, which is included in gains and losses on equity securities, net in our consolidated statements of comprehensive income (loss), to adjust the carrying value of our investment in Five Star common shares to their fair value. See Note 7 for further information about our investment in Five Star.
|
(2)
|
We have assets in our consolidated balance sheets that are measured at fair value on a nonrecurring basis. During the year ended December 31, 2019, we recorded impairment charges of $16,977 to reduce the carrying value of 14 medical office properties that are classified as held for sale to their estimated sales price, less estimated costs to sell of $2,141, based on purchase and sale agreements that we have entered into with third party buyers for these medical office properties of $71,121. We also recorded impairment charges of $4,984 to reduce the carrying value of two senior living communities that are classified as held for sale to their estimated sales price, less estimated costs to sell of $515, based on purchase and sale agreements that we have entered into with third party buyers for these senior living communities of $17,535. See Note 3 for further information about impairment charges and these and other properties we have classified as held for sale.
|
(3)
|
We recorded impairment charges of $51,797 to reduce the carrying value of seven senior living communities to their estimated fair value of $106,850 based on third party offers. The valuation techniques and significant unobservable inputs used in the valuation of this property are considered Level 3 inputs as defined in the fair value hierarchy under GAAP.
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
Description
|
|
Carrying Amount (1)
|
|
Estimated Fair Value
|
|
Carrying Amount (1)
|
|
Estimated Fair Value
|
||||||||
Senior unsecured notes
|
|
$
|
1,820,681
|
|
|
$
|
1,890,386
|
|
|
$
|
2,216,945
|
|
|
$
|
2,138,202
|
|
Secured debt (2) (3)
|
|
697,729
|
|
|
697,142
|
|
|
744,186
|
|
|
723,003
|
|
||||
|
|
$
|
2,518,410
|
|
|
$
|
2,587,528
|
|
|
$
|
2,961,131
|
|
|
$
|
2,861,205
|
|
(1)
|
Includes unamortized debt issuance costs, premiums and discounts.
|
(2)
|
We assumed certain of these secured debts in connection with our acquisition of certain properties. We recorded the assumed mortgage notes at estimated fair value on the date of acquisition and we are amortizing the fair value adjustments, if any, to interest expense over the respective terms of the mortgage notes to adjust interest expense to the estimated market interest rates as of the date of acquisition.
|
(3)
|
Includes $3,015 of principal mortgage obligations and $25 of unamortized debt issuance costs for properties classified as held for sale as of December 31, 2019. These debts are included in liabilities of properties held for sale in our consolidated balance sheets as of December 31, 2019.
|
|
|
For the Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Realized gains and losses on equity securities sold (1)
|
|
$
|
(41,436
|
)
|
|
$
|
—
|
|
Unrealized gains and losses on equity securities held
|
|
(462
|
)
|
|
(20,724
|
)
|
||
Losses on equity securities, net
|
|
$
|
(41,898
|
)
|
|
$
|
(20,724
|
)
|
(1)
|
See Note 7 for further information about our former investment in RMR Inc.
|
|
|
For the Year Ended December 31, 2018
|
||||||||||||||
|
|
Office Portfolio
|
|
SHOP
|
|
Non-Segment
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
412,813
|
|
|
$
|
212,622
|
|
|
$
|
75,206
|
|
|
$
|
700,641
|
|
Residents fees and services
|
|
—
|
|
|
416,523
|
|
|
—
|
|
|
416,523
|
|
||||
Total revenues
|
|
412,813
|
|
|
629,145
|
|
|
75,206
|
|
|
1,117,164
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
|
127,732
|
|
|
323,849
|
|
|
—
|
|
|
451,581
|
|
||||
Depreciation and amortization
|
|
141,477
|
|
|
121,303
|
|
|
23,455
|
|
|
286,235
|
|
||||
General and administrative
|
|
—
|
|
|
—
|
|
|
85,885
|
|
|
85,885
|
|
||||
Acquisition and certain other transaction related costs
|
|
—
|
|
|
—
|
|
|
194
|
|
|
194
|
|
||||
Impairment of assets
|
|
46,797
|
|
|
—
|
|
|
19,549
|
|
|
66,346
|
|
||||
Total expenses
|
|
316,006
|
|
|
445,152
|
|
|
129,083
|
|
|
890,241
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of properties
|
|
—
|
|
|
3,699
|
|
|
258,217
|
|
|
261,916
|
|
||||
Dividend income
|
|
—
|
|
|
—
|
|
|
2,901
|
|
|
2,901
|
|
||||
Gains and losses on equity securities, net
|
|
—
|
|
|
—
|
|
|
(20,724
|
)
|
|
(20,724
|
)
|
||||
Interest and other income
|
|
—
|
|
|
—
|
|
|
667
|
|
|
667
|
|
||||
Interest expense
|
|
(24,360
|
)
|
|
(5,214
|
)
|
|
(149,713
|
)
|
|
(179,287
|
)
|
||||
(Loss) gain on early extinguishment of debt
|
|
—
|
|
|
(98
|
)
|
|
76
|
|
|
(22
|
)
|
||||
Income from continuing operations before income tax expense and equity in earnings of an investee
|
|
72,447
|
|
|
182,380
|
|
|
37,547
|
|
|
292,374
|
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
(476
|
)
|
||||
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
516
|
|
|
516
|
|
||||
Net income
|
|
72,447
|
|
|
182,380
|
|
|
37,587
|
|
|
292,414
|
|
||||
Net income attributable to noncontrolling interest
|
|
(5,542
|
)
|
|
—
|
|
|
—
|
|
|
(5,542
|
)
|
||||
Net income attributable to common shareholders
|
|
$
|
66,905
|
|
|
$
|
182,380
|
|
|
$
|
37,587
|
|
|
$
|
286,872
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Office Portfolio
|
|
SHOP
|
|
Non-Segment
|
|
Consolidated
|
||||||||
Total assets
|
|
$
|
3,344,581
|
|
|
$
|
2,984,333
|
|
|
$
|
831,512
|
|
|
$
|
7,160,426
|
|
|
|
For the Year Ended December 31, 2017
|
||||||||||||||
|
|
Office Portfolio
|
|
SHOP
|
|
Non-Segment
|
|
Consolidated
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
382,127
|
|
|
$
|
210,539
|
|
|
$
|
88,356
|
|
|
$
|
681,022
|
|
Residents fees and services
|
|
—
|
|
|
393,707
|
|
|
—
|
|
|
393,707
|
|
||||
Total revenues
|
|
382,127
|
|
|
604,246
|
|
|
88,356
|
|
|
1,074,729
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
|
112,930
|
|
|
300,562
|
|
|
—
|
|
|
413,492
|
|
||||
Depreciation and amortization
|
|
128,827
|
|
|
122,143
|
|
|
25,891
|
|
|
276,861
|
|
||||
General and administrative
|
|
—
|
|
|
—
|
|
|
103,694
|
|
|
103,694
|
|
||||
Acquisition and certain other transaction related costs
|
|
—
|
|
|
—
|
|
|
403
|
|
|
403
|
|
||||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
5,082
|
|
|
5,082
|
|
||||
Total expenses
|
|
241,757
|
|
|
422,705
|
|
|
135,070
|
|
|
799,532
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of properties
|
|
—
|
|
|
—
|
|
|
46,055
|
|
|
46,055
|
|
||||
Dividend income
|
|
—
|
|
|
—
|
|
|
2,637
|
|
|
2,637
|
|
||||
Interest and other income
|
|
—
|
|
|
—
|
|
|
406
|
|
|
406
|
|
||||
Interest expense
|
|
(24,919
|
)
|
|
(11,708
|
)
|
|
(128,392
|
)
|
|
(165,019
|
)
|
||||
Loss on early extinguishment of debt
|
|
(59
|
)
|
|
(7,294
|
)
|
|
(274
|
)
|
|
(7,627
|
)
|
||||
Income (loss) from continuing operations before income tax expense and equity in earnings of an investee
|
|
115,392
|
|
|
162,539
|
|
|
(126,282
|
)
|
|
151,649
|
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(454
|
)
|
|
(454
|
)
|
||||
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
608
|
|
|
608
|
|
||||
Net income (loss)
|
|
115,392
|
|
|
162,539
|
|
|
(126,128
|
)
|
|
151,803
|
|
||||
Net income attributable to noncontrolling interest
|
|
(4,193
|
)
|
|
—
|
|
|
—
|
|
|
(4,193
|
)
|
||||
Net income (loss) attributable to common shareholders
|
|
$
|
111,199
|
|
|
$
|
162,539
|
|
|
$
|
(126,128
|
)
|
|
$
|
147,610
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of December 31, 2017
|
||||||||||||||
|
|
Office Portfolio
|
|
SHOP
|
|
Non-Segment
|
|
Consolidated
|
||||||||
Total assets
|
|
$
|
3,367,485
|
|
|
$
|
2,907,669
|
|
|
$
|
1,018,865
|
|
|
$
|
7,294,019
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
436
|
|
|
476
|
|
|
454
|
|
|||
|
436
|
|
|
476
|
|
|
454
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax provision
|
$
|
436
|
|
|
$
|
476
|
|
|
$
|
454
|
|
|
For the Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Taxes at statutory U.S. federal income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Nontaxable income
|
(21.0
|
)%
|
|
(21.0
|
)%
|
|
(35.0
|
)%
|
State and local income taxes, net of federal tax benefit
|
0.5
|
%
|
|
0.1
|
%
|
|
0.3
|
%
|
TCJA adjustment
|
—
|
%
|
|
—
|
%
|
|
9.0
|
%
|
Change in valuation allowance
|
3.5
|
%
|
|
1.9
|
%
|
|
(6.5
|
)%
|
Other differences, net
|
(3.5
|
)%
|
|
(1.9
|
)%
|
|
(2.5
|
)%
|
Effective tax rate
|
0.5
|
%
|
|
0.1
|
%
|
|
0.3
|
%
|
|
For the Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred income
|
$
|
1,891
|
|
|
$
|
1,937
|
|
|
|
|
|
||||
Other
|
149
|
|
|
138
|
|
||
Tax loss carryforwards
|
32,487
|
|
|
29,648
|
|
||
|
34,527
|
|
|
31,723
|
|
||
Valuation allowance
|
(34,527
|
)
|
|
(31,723
|
)
|
||
|
—
|
|
|
—
|
|
||
Net deferred income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average common shares for basic earnings per share
|
237,604
|
|
|
237,511
|
|
|
237,420
|
|
Effect of dilutive securities: restricted share awards
|
—
|
|
|
35
|
|
|
32
|
|
Weighted average common shares for diluted earnings per share (1)
|
237,604
|
|
|
237,546
|
|
|
237,452
|
|
|
2019
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
$
|
266,286
|
|
|
$
|
262,003
|
|
|
$
|
255,827
|
|
|
$
|
256,039
|
|
Net income (loss) attributable to common shareholders
|
$
|
30,082
|
|
|
$
|
(37,229
|
)
|
|
$
|
(29,390
|
)
|
|
$
|
(51,697
|
)
|
Per share data (basic and diluted):
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
$
|
0.13
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.22
|
)
|
Common distributions declared
|
$
|
0.39
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
2018
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
$
|
275,770
|
|
|
$
|
277,202
|
|
|
$
|
278,969
|
|
|
$
|
285,222
|
|
Net income (loss) attributable to common shareholders
|
$
|
236,022
|
|
|
$
|
123,587
|
|
|
$
|
45,805
|
|
|
$
|
(118,543
|
)
|
Per share data (basic and diluted):
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
$
|
0.99
|
|
|
$
|
0.52
|
|
|
$
|
0.19
|
|
|
$
|
(0.50
|
)
|
Common distributions declared
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
2184 Parkway Lake Drive
|
Birmingham
|
AL
|
$—
|
$580
|
$5,980
|
$2,095
|
|
$—
|
|
$—
|
|
$580
|
$8,075
|
$8,655
|
$2,119
|
8/1/2008
|
2001
|
2634 Valleydale Road
|
Birmingham
|
AL
|
—
|
600
|
7,574
|
2,002
|
|
—
|
|
—
|
|
1,559
|
8,617
|
10,176
|
2,477
|
8/1/2008
|
2000
|
2021 Dahlke Drive NE
|
Cullman
|
AL
|
—
|
287
|
3,415
|
357
|
|
—
|
|
(233)
|
|
287
|
3,539
|
3,826
|
1,364
|
11/19/2004
|
1998
|
101 Tulip Lane
|
Dothan
|
AL
|
—
|
3,543
|
14,619
|
290
|
|
—
|
|
—
|
|
3,543
|
14,909
|
18,452
|
1,011
|
12/27/2017
|
2000
|
49 Hughes Road
|
Madison
|
AL
|
—
|
334
|
3,981
|
842
|
|
—
|
|
(243)
|
|
334
|
4,580
|
4,914
|
1,637
|
11/19/2004
|
1998
|
200 Terrace Lane
|
Priceville
|
AL
|
—
|
1,300
|
9,447
|
486
|
|
—
|
|
(41)
|
|
1,300
|
9,892
|
11,192
|
2,214
|
2/1/2012
|
2006
|
413 Cox Boulevard
|
Sheffield
|
AL
|
—
|
394
|
4,684
|
511
|
|
—
|
|
(191)
|
|
394
|
5,004
|
5,398
|
1,934
|
11/19/2004
|
1998
|
2435 Columbiana Road
|
Vestavia Hills
|
AL
|
—
|
843
|
23,472
|
2,597
|
|
—
|
|
—
|
|
850
|
26,062
|
26,912
|
3,667
|
7/12/2016
|
1991
|
4461 N Crossover Road
|
Fayetteville
|
AR
|
—
|
733
|
10,432
|
88
|
|
—
|
|
—
|
|
733
|
10,520
|
11,253
|
1,427
|
5/1/2015
|
2011
|
4210 S Caraway Road
|
Jonesboro
|
AR
|
—
|
653
|
9,515
|
109
|
|
—
|
|
—
|
|
653
|
9,624
|
10,277
|
1,298
|
5/1/2015
|
2008
|
672 Jones Road
|
Springdale
|
AR
|
—
|
572
|
9,364
|
346
|
|
—
|
|
—
|
|
572
|
9,710
|
10,282
|
1,310
|
5/1/2015
|
2007
|
13840 North Desert Harbor Drive
|
Peoria
|
AZ
|
—
|
2,687
|
15,843
|
5,589
|
|
—
|
|
(1,781)
|
|
2,693
|
19,645
|
22,338
|
8,312
|
1/11/2002
|
1990
|
11209 N. Tatum Boulevard
|
Phoenix
|
AZ
|
—
|
1,380
|
6,349
|
3,199
|
|
—
|
|
—
|
|
1,506
|
9,422
|
10,928
|
2,221
|
9/30/2011
|
1987
|
2444 West Las Palmaritas Drive
|
Phoenix
|
AZ
|
—
|
3,820
|
6,669
|
512
|
|
—
|
|
—
|
|
3,820
|
7,181
|
11,001
|
1,555
|
12/22/2010
|
1982
|
4121 East Cotton Center
|
Phoenix
|
AZ
|
—
|
5,166
|
12,724
|
480
|
|
—
|
|
—
|
|
5,198
|
13,172
|
18,370
|
1,591
|
1/29/2015
|
2000
|
3850 North US Hwy 89 (5)
|
Prescott
|
AZ
|
16,056
|
2,017
|
17,513
|
4,426
|
|
—
|
|
—
|
|
2,017
|
21,939
|
23,956
|
1,102
|
2/1/2018
|
1986
|
6001 East Thomas Road
|
Scottsdale
|
AZ
|
—
|
941
|
8,807
|
4,272
|
|
—
|
|
(51)
|
|
946
|
13,023
|
13,969
|
6,837
|
9/1/2012
|
1990
|
7090 East Mescal Street
|
Scottsdale
|
AZ
|
—
|
2,315
|
13,650
|
8,458
|
|
—
|
|
(1,325)
|
|
2,349
|
20,749
|
23,098
|
8,009
|
1/11/2002
|
1984
|
17225 North Boswell Boulevard
|
Sun City
|
AZ
|
—
|
1,189
|
10,569
|
2,029
|
|
—
|
|
(42)
|
|
1,189
|
12,556
|
13,745
|
7,440
|
9/1/2012
|
1990
|
14001 W. Meeker Boulevard
|
Sun City West
|
AZ
|
—
|
395
|
3,307
|
—
|
|
—
|
|
(192)
|
|
395
|
3,115
|
3,510
|
1,314
|
2/28/2003
|
1998
|
1415 West 3rd Street
|
Tempe
|
AZ
|
—
|
2,186
|
13,446
|
363
|
|
—
|
|
—
|
|
2,225
|
13,770
|
15,995
|
1,686
|
1/29/2015
|
1981
|
2500 North Rosemont Boulevard
|
Tucson
|
AZ
|
—
|
4,429
|
26,119
|
6,320
|
|
—
|
|
(2,661)
|
|
4,576
|
29,631
|
34,207
|
12,603
|
1/11/2002
|
1989
|
5000 Marina Boulevard
|
Brisbane
|
CA
|
—
|
7,957
|
13,430
|
672
|
|
—
|
|
—
|
|
7,957
|
14,102
|
22,059
|
731
|
11/14/2017
|
2000
|
5770 Armada Drive (5)
|
Carlsbad
|
CA
|
10,958
|
3,875
|
18,543
|
—
|
|
—
|
|
—
|
|
3,875
|
18,543
|
22,418
|
2,279
|
1/29/2015
|
1997
|
1350 South El Camino Real
|
Encinitas
|
CA
|
—
|
1,510
|
18,042
|
600
|
|
—
|
|
—
|
|
1,517
|
18,635
|
20,152
|
5,510
|
3/31/2008
|
1999
|
47201 Lakeview Boulevard
|
Fremont
|
CA
|
—
|
3,200
|
10,177
|
36
|
|
—
|
|
—
|
|
3,200
|
10,213
|
13,413
|
2,110
|
9/30/2011
|
1990
|
47211/47215 Lakeview Boulevard
|
Fremont
|
CA
|
—
|
3,750
|
12,656
|
161
|
|
—
|
|
—
|
|
3,750
|
12,817
|
16,567
|
2,531
|
9/30/2011
|
1985
|
47900 Bayside Parkway
|
Fremont
|
CA
|
—
|
4,580
|
10,370
|
1,001
|
|
—
|
|
—
|
|
4,580
|
11,371
|
15,951
|
2,313
|
9/30/2011
|
1991
|
577 South Peach Street
|
Fresno
|
CA
|
—
|
738
|
2,577
|
4,175
|
|
—
|
|
(211)
|
|
738
|
6,541
|
7,279
|
2,231
|
12/28/1990
|
1963
|
6075 North Marks Avenue
|
Fresno
|
CA
|
—
|
880
|
12,751
|
453
|
|
—
|
|
—
|
|
889
|
13,195
|
14,084
|
3,859
|
3/31/2008
|
1996
|
24552 Paseo de Valencia
|
Laguna Hills
|
CA
|
—
|
3,172
|
28,184
|
22,771
|
|
(3,066)
|
|
(20,671)
|
|
6,447
|
23,943
|
30,390
|
—
|
11/1/2012
|
1975
|
8631 West 3rd Street
|
Los Angeles
|
CA
|
—
|
24,640
|
88,277
|
14,273
|
|
—
|
|
—
|
|
24,640
|
102,550
|
127,190
|
22,283
|
11/22/2010
|
1979
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
8635 West 3rd Street
|
Los Angeles
|
CA
|
—
|
24,640
|
90,352
|
13,492
|
|
—
|
|
—
|
|
24,662
|
103,822
|
128,484
|
22,644
|
11/22/2010
|
1979
|
8700 Lindley Avenue
|
Northridge
|
CA
|
—
|
2,068
|
13,520
|
237
|
|
(1,282)
|
|
(1,851)
|
|
1,898
|
10,794
|
12,692
|
—
|
5/1/2015
|
2000
|
1319 Brookside Avenue
|
Redlands
|
CA
|
—
|
1,770
|
9,982
|
640
|
|
—
|
|
—
|
|
1,770
|
10,622
|
12,392
|
3,054
|
3/31/2008
|
1999
|
110 Sterling Court
|
Roseville
|
CA
|
—
|
1,620
|
10,262
|
1,856
|
|
—
|
|
—
|
|
1,620
|
12,118
|
13,738
|
3,182
|
3/31/2008
|
1998
|
1371 Parkside Drive
|
San Bernardino
|
CA
|
—
|
1,250
|
9,069
|
1,005
|
|
(699)
|
|
(3,703)
|
|
1,166
|
5,756
|
6,922
|
—
|
8/31/2006
|
1988
|
16925 & 16916 Hierba Drive
|
San Diego
|
CA
|
—
|
9,142
|
53,904
|
15,358
|
|
—
|
|
(5,098)
|
|
9,180
|
64,126
|
73,306
|
27,305
|
1/11/2002
|
1987
|
3030 Science Park
|
San Diego
|
CA
|
—
|
2,466
|
46,473
|
3,317
|
|
—
|
|
—
|
|
2,466
|
49,790
|
52,256
|
12,102
|
8/6/2009
|
1986
|
3040 Science Park
|
San Diego
|
CA
|
—
|
1,225
|
23,077
|
1,683
|
|
—
|
|
—
|
|
1,225
|
24,760
|
25,985
|
6,009
|
8/6/2009
|
1986
|
3050 Science Park
|
San Diego
|
CA
|
—
|
1,508
|
28,753
|
2,027
|
|
—
|
|
—
|
|
1,508
|
30,780
|
32,288
|
7,487
|
8/6/2009
|
1986
|
2904 Orchard Parkway
|
San Jose
|
CA
|
—
|
10,788
|
8,890
|
2,278
|
|
—
|
|
—
|
|
10,788
|
11,168
|
21,956
|
706
|
1/25/2018
|
1979
|
3530 Deer Park Drive
|
Stockton
|
CA
|
—
|
670
|
14,419
|
1,618
|
|
—
|
|
—
|
|
682
|
16,025
|
16,707
|
4,409
|
3/31/2008
|
1999
|
877 East March Lane
|
Stockton
|
CA
|
—
|
1,176
|
11,171
|
6,279
|
|
—
|
|
(1,295)
|
|
1,411
|
15,920
|
17,331
|
6,142
|
9/30/2003
|
1988
|
28515 Westinghouse Place
|
Valencia
|
CA
|
—
|
$4,669
|
41,440
|
—
|
|
—
|
|
—
|
|
4,669
|
41,440
|
46,109
|
5,094
|
1/29/2015
|
2008
|
1866 San Miguel Drive
|
Walnut Creek
|
CA
|
—
|
$2,010
|
9,290
|
4,341
|
|
—
|
|
(34)
|
|
3,417
|
12,190
|
15,607
|
2,587
|
12/1/2011
|
1996
|
1950 South Dayton Street
|
Aurora
|
CO
|
—
|
$3,062
|
46,195
|
1,541
|
|
—
|
|
—
|
|
3,120
|
47,678
|
50,798
|
6,503
|
5/1/2015
|
1987
|
3920 East San Miguel Street
|
Colorado Springs
|
CO
|
—
|
$1,380
|
8,894
|
3,940
|
|
—
|
|
(34)
|
|
1,602
|
12,578
|
14,180
|
2,595
|
7/31/2012
|
1977
|
8271 South Continental Divide Road
|
Littleton
|
CO
|
—
|
$400
|
3,507
|
—
|
|
—
|
|
(202)
|
|
400
|
3,305
|
3,705
|
1,394
|
2/28/2003
|
1998
|
9005 Grant Street
|
Thornton
|
CO
|
—
|
$961
|
10,867
|
621
|
|
—
|
|
—
|
|
1,109
|
11,340
|
12,449
|
1,927
|
12/28/2012
|
2001
|
7809 W. 38th Avenue
|
Wheat Ridge
|
CO
|
—
|
$470
|
3,373
|
6
|
|
—
|
|
—
|
|
475
|
3,374
|
3,849
|
823
|
4/1/2010
|
2004
|
40 Sebethe Drive
|
Cromwell
|
CT
|
—
|
$570
|
5,304
|
1,193
|
|
—
|
|
—
|
|
596
|
6,471
|
7,067
|
1,703
|
12/22/2010
|
1998
|
1145 19th Street NW
|
Washington
|
DC
|
—
|
$13,600
|
24,880
|
29,102
|
|
—
|
|
—
|
|
13,600
|
53,982
|
67,582
|
8,499
|
5/20/2009
|
1976
|
2141 K Street, NW
|
Washington
|
DC
|
—
|
$13,700
|
8,400
|
4,556
|
|
—
|
|
—
|
|
13,700
|
12,956
|
26,656
|
3,715
|
12/22/2008
|
1966
|
255 Possum Park Road
|
Newark
|
DE
|
—
|
$2,010
|
11,852
|
7,754
|
|
—
|
|
(1,177)
|
|
2,761
|
17,678
|
20,439
|
6,349
|
1/11/2002
|
1982
|
4175 Ogletown Stanton Rd
|
Newark
|
DE
|
—
|
$1,500
|
19,447
|
1,279
|
|
—
|
|
—
|
|
1,513
|
20,713
|
22,226
|
6,051
|
3/31/2008
|
1998
|
1212 Foulk Road
|
Wilmington
|
DE
|
—
|
$1,179
|
6,950
|
2,331
|
|
—
|
|
(951)
|
|
1,202
|
8,307
|
9,509
|
3,543
|
1/11/2002
|
1974
|
1912 Marsh Road
|
Wilmington
|
DE
|
—
|
4,365
|
25,739
|
4,757
|
|
—
|
|
(1,985)
|
|
4,431
|
28,445
|
32,876
|
12,047
|
1/11/2002
|
1988
|
2723 Shipley Road
|
Wilmington
|
DE
|
—
|
869
|
5,126
|
4,949
|
|
—
|
|
(1,182)
|
|
934
|
8,828
|
9,762
|
3,509
|
1/11/2002
|
1989
|
407 Foulk Road
|
Wilmington
|
DE
|
—
|
38
|
227
|
2,450
|
|
—
|
|
(161)
|
|
84
|
2,470
|
2,554
|
724
|
1/11/2002
|
1965
|
22601 Camino Del Mar
|
Boca Raton
|
FL
|
—
|
3,200
|
46,800
|
4,190
|
|
—
|
|
(969)
|
|
3,204
|
50,017
|
53,221
|
11,594
|
12/15/2011
|
1990
|
1325 S Congress Avenue
|
Boynton Beach
|
FL
|
—
|
1,620
|
5,341
|
1,285
|
|
—
|
|
—
|
|
1,628
|
6,618
|
8,246
|
1,293
|
7/27/2012
|
1985
|
1425 Congress Avenue
|
Boynton Beach
|
FL
|
—
|
2,390
|
14,768
|
3,017
|
|
—
|
|
(241)
|
|
2,390
|
17,544
|
19,934
|
4,128
|
8/9/2011
|
1994
|
1416 Country Club Blvd.
|
Cape Coral
|
FL
|
—
|
400
|
2,907
|
—
|
|
—
|
|
(173)
|
|
400
|
2,734
|
3,134
|
1,153
|
2/28/2003
|
1998
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
8500 Royal Palm Boulevard
|
Coral Springs
|
FL
|
—
|
3,410
|
20,104
|
27,457
|
|
—
|
|
(2,247)
|
|
3,421
|
45,303
|
48,724
|
15,412
|
1/11/2002
|
1984
|
1208 South Military Trail
|
Deerfield Beach
|
FL
|
—
|
1,690
|
14,972
|
25,038
|
|
—
|
|
(59)
|
|
1,739
|
39,902
|
41,641
|
16,730
|
10/1/2012
|
1986
|
3001 DC Country Club Boulevard
|
Deerfield Beach
|
FL
|
—
|
3,196
|
18,848
|
18,833
|
|
—
|
|
(1,640)
|
|
3,222
|
36,015
|
39,237
|
13,287
|
1/11/2002
|
1990
|
12780 Kenwood Lane
|
Fort Myers
|
FL
|
—
|
369
|
2,174
|
3,418
|
|
—
|
|
(277)
|
|
859
|
4,825
|
5,684
|
1,790
|
1/11/2002
|
1990
|
2480 North Park Road
|
Hollywood
|
FL
|
—
|
4,500
|
40,500
|
15,318
|
|
—
|
|
(964)
|
|
4,556
|
54,798
|
59,354
|
12,282
|
12/15/2011
|
1986
|
8901 Tamiami Trail East
|
Naples
|
FL
|
—
|
3,200
|
2,898
|
14,239
|
|
—
|
|
(400)
|
|
3,200
|
16,737
|
19,937
|
4,903
|
8/31/2006
|
1984
|
12780 Waterford Lakes Parkway
|
Orlando
|
FL
|
—
|
977
|
3,946
|
105
|
|
—
|
|
—
|
|
1,052
|
3,976
|
5,028
|
613
|
12/18/2013
|
2002
|
1603 S. Hiawassee Road
|
Orlando
|
FL
|
—
|
488
|
2,621
|
103
|
|
—
|
|
—
|
|
488
|
2,724
|
3,212
|
471
|
12/18/2013
|
2003
|
1825 N. Mills Avenue
|
Orlando
|
FL
|
—
|
519
|
1,799
|
354
|
|
—
|
|
—
|
|
519
|
2,153
|
2,672
|
628
|
12/22/2008
|
1997
|
1911 N. Mills Avenue
|
Orlando
|
FL
|
—
|
1,946
|
7,197
|
771
|
|
—
|
|
—
|
|
1,946
|
7,968
|
9,914
|
2,402
|
12/22/2008
|
1997
|
1925 N. Mills Avenue
|
Orlando
|
FL
|
—
|
135
|
532
|
155
|
|
—
|
|
—
|
|
135
|
687
|
822
|
224
|
12/22/2008
|
1997
|
250 N. Alafaya Trail
|
Orlando
|
FL
|
—
|
967
|
4,362
|
240
|
|
—
|
|
—
|
|
967
|
4,602
|
5,569
|
678
|
12/18/2013
|
1999
|
45 Katherine Boulevard
|
Palm Harbor
|
FL
|
—
|
3,379
|
29,945
|
6,777
|
|
—
|
|
(55)
|
|
3,392
|
36,654
|
40,046
|
21,887
|
10/1/2012
|
1992
|
900 West Lake Road
|
Palm Harbor
|
FL
|
—
|
3,449
|
20,336
|
9,819
|
|
—
|
|
(2,155)
|
|
3,493
|
27,956
|
31,449
|
11,158
|
1/11/2002
|
1989
|
8500 West Sunrise Boulevard
|
Plantation
|
FL
|
—
|
4,700
|
24,300
|
6,323
|
|
—
|
|
(1,143)
|
|
4,717
|
29,463
|
34,180
|
8,571
|
12/15/2011
|
1989
|
1371 South Ocean Boulevard
|
Pompano Beach
|
FL
|
—
|
2,500
|
15,500
|
13,904
|
|
—
|
|
(652)
|
|
2,560
|
28,692
|
31,252
|
6,922
|
12/15/2011
|
1991
|
2701 North Course Drive
|
Pompano Beach
|
FL
|
—
|
7,700
|
2,127
|
39,047
|
|
—
|
|
(521)
|
|
7,700
|
40,653
|
48,353
|
12,713
|
8/31/2006
|
1985
|
20480 Veterans Boulevard
|
Port Charlotte
|
FL
|
—
|
400
|
11,934
|
1,914
|
|
—
|
|
(193)
|
|
440
|
13,615
|
14,055
|
3,475
|
7/22/2011
|
1996
|
1699 S.E. Lyngate Drive
|
Port St. Lucie
|
FL
|
—
|
1,242
|
11,009
|
3,124
|
|
—
|
|
(36)
|
|
1,249
|
14,090
|
15,339
|
8,101
|
10/1/2012
|
1993
|
501 N.W. Cashmere Boulevard
|
Port St. Lucie
|
FL
|
—
|
890
|
9,345
|
2,414
|
|
—
|
|
(135)
|
|
1,673
|
10,841
|
12,514
|
2,365
|
7/22/2011
|
2007
|
900 South Harbour Island Blvd.
|
Tampa
|
FL
|
—
|
4,850
|
6,349
|
7
|
|
—
|
|
—
|
|
4,850
|
6,356
|
11,206
|
1,940
|
10/30/2007
|
1986
|
111 Executive Center Drive
|
West Palm Beach
|
FL
|
—
|
2,061
|
12,153
|
14,183
|
|
—
|
|
(1,663)
|
|
2,075
|
24,659
|
26,734
|
8,865
|
1/11/2002
|
1988
|
2351 Cedarcrest Road
|
Acworth
|
GA
|
—
|
2,000
|
6,674
|
168
|
|
—
|
|
—
|
|
2,000
|
6,842
|
8,842
|
878
|
5/1/2016
|
2014
|
1200 Bluegrass Lakes Parkway
|
Alpharetta
|
GA
|
—
|
1,689
|
15,936
|
—
|
|
—
|
|
—
|
|
1,689
|
15,936
|
17,625
|
1,959
|
1/29/2015
|
2001
|
855 North Point Pkwy
|
Alpharetta
|
GA
|
—
|
5,390
|
26,712
|
—
|
|
—
|
|
—
|
|
5,390
|
26,712
|
32,102
|
7,596
|
8/21/2008
|
2006
|
253 N. Main Street
|
Alpharetta
|
GA
|
—
|
1,325
|
12,377
|
707
|
|
—
|
|
—
|
|
1,358
|
13,051
|
14,409
|
1,771
|
5/1/2015
|
1997
|
1291 Cedar Shoals Drive
|
Athens
|
GA
|
—
|
337
|
4,006
|
1,062
|
|
—
|
|
(200)
|
|
368
|
4,837
|
5,205
|
1,695
|
11/19/2004
|
1998
|
1515 Sheridan Road
|
Atlanta
|
GA
|
—
|
5,800
|
9,305
|
3
|
|
—
|
|
—
|
|
5,800
|
9,308
|
15,108
|
2,821
|
11/30/2007
|
1978
|
240 Marietta Highway
|
Canton
|
GA
|
—
|
806
|
8,555
|
1,157
|
|
—
|
|
—
|
|
806
|
9,712
|
10,518
|
1,898
|
10/1/2013
|
1997
|
4500 South Stadium Drive
|
Columbus
|
GA
|
—
|
294
|
3,505
|
436
|
|
—
|
|
(168)
|
|
298
|
3,769
|
4,067
|
1,387
|
11/19/2004
|
1999
|
1352 Wellbrook Circle
|
Conyers
|
GA
|
—
|
342
|
4,068
|
1,094
|
|
—
|
|
(178)
|
|
342
|
4,984
|
5,326
|
1,813
|
11/19/2004
|
1997
|
1501 Milstead Road
|
Conyers
|
GA
|
—
|
750
|
7,796
|
559
|
|
—
|
|
—
|
|
750
|
8,355
|
9,105
|
1,967
|
9/30/2010
|
2008
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
3875 Post Road
|
Cumming
|
GA
|
—
|
954
|
12,796
|
215
|
|
—
|
|
—
|
|
958
|
13,007
|
13,965
|
1,825
|
5/1/2015
|
2007
|
4960 Jot Em Down Road
|
Cumming
|
GA
|
—
|
1,548
|
18,666
|
12,321
|
|
—
|
|
(18)
|
|
3,416
|
29,101
|
32,517
|
5,169
|
8/1/2013
|
2011
|
5610 Hampton Park Drive
|
Cumming
|
GA
|
—
|
3,479
|
14,771
|
211
|
|
—
|
|
—
|
|
3,481
|
14,980
|
18,461
|
2,082
|
9/3/2015
|
2014
|
7955 Majors Road
|
Cumming
|
GA
|
—
|
1,325
|
7,770
|
379
|
|
—
|
|
—
|
|
1,325
|
8,149
|
9,474
|
1,100
|
5/1/2015
|
2009
|
2470 Dug Gap Road
|
Dalton
|
GA
|
—
|
262
|
3,119
|
611
|
|
—
|
|
(133)
|
|
262
|
3,597
|
3,859
|
1,302
|
11/19/2004
|
1997
|
101 West Ponce De Leon Avenue
|
Decatur
|
GA
|
—
|
3,500
|
13,179
|
31
|
|
—
|
|
—
|
|
3,500
|
13,210
|
16,710
|
2,503
|
5/30/2012
|
1992
|
2801 North Decatur Road
|
Decatur
|
GA
|
—
|
3,100
|
4,436
|
1,597
|
|
—
|
|
—
|
|
3,100
|
6,033
|
9,133
|
1,513
|
7/9/2008
|
1986
|
114 Penland Street
|
Ellijay
|
GA
|
—
|
496
|
7,107
|
715
|
|
—
|
|
—
|
|
496
|
7,822
|
8,318
|
1,381
|
10/1/2013
|
2008
|
353 North Belair Road
|
Evans
|
GA
|
—
|
230
|
2,663
|
633
|
|
—
|
|
(170)
|
|
230
|
3,126
|
3,356
|
1,198
|
11/19/2004
|
1998
|
1294 Highway 54 West
|
Fayetteville
|
GA
|
—
|
853
|
9,903
|
487
|
|
—
|
|
—
|
|
943
|
10,300
|
11,243
|
1,448
|
5/1/2015
|
1999
|
2435 Limestone Parkway
|
Gainesville
|
GA
|
—
|
268
|
3,186
|
1,162
|
|
—
|
|
(172)
|
|
268
|
4,176
|
4,444
|
1,356
|
11/19/2004
|
1998
|
3315 Thompson Bridge Road
|
Gainesville
|
GA
|
—
|
934
|
30,962
|
856
|
|
—
|
|
—
|
|
956
|
31,796
|
32,752
|
4,243
|
5/1/2015
|
1999
|
5373 Thompson Mill Road
|
Hoschton
|
GA
|
—
|
944
|
12,171
|
155
|
|
—
|
|
—
|
|
949
|
12,321
|
13,270
|
1,659
|
5/1/2015
|
2011
|
8080 Summit Business Parkway
|
Jonesboro
|
GA
|
—
|
1,800
|
20,664
|
2,839
|
|
—
|
|
(241)
|
|
1,800
|
23,262
|
25,062
|
5,484
|
6/20/2011
|
2007
|
6191 Peake Road
|
Macon
|
GA
|
—
|
183
|
2,179
|
906
|
|
—
|
|
(142)
|
|
183
|
2,943
|
3,126
|
960
|
11/19/2004
|
1998
|
1360 Upper Hembree Road
|
Roswell
|
GA
|
—
|
1,080
|
6,138
|
50
|
|
—
|
|
—
|
|
1,067
|
6,201
|
7,268
|
1,183
|
5/7/2012
|
2007
|
1 Savannah Square Drive
|
Savannah
|
GA
|
—
|
1,200
|
19,090
|
6,404
|
|
—
|
|
(627)
|
|
1,413
|
24,654
|
26,067
|
7,841
|
10/1/2006
|
1987
|
5200 Habersham Street
|
Savannah
|
GA
|
—
|
800
|
7,800
|
1,542
|
|
—
|
|
(74)
|
|
803
|
9,265
|
10,068
|
2,246
|
6/23/2011
|
2005
|
7410 Skidaway Road
|
Savannah
|
GA
|
—
|
400
|
5,670
|
1,266
|
|
—
|
|
(512)
|
|
422
|
6,402
|
6,824
|
2,045
|
11/1/2006
|
1989
|
2078 Scenic Highway
|
Snellville
|
GA
|
—
|
870
|
4,030
|
524
|
|
—
|
|
—
|
|
870
|
4,554
|
5,424
|
1,243
|
12/10/2009
|
1997
|
475 Country Club Drive
|
Stockbridge
|
GA
|
—
|
512
|
9,560
|
384
|
|
—
|
|
—
|
|
551
|
9,905
|
10,456
|
1,411
|
5/1/2015
|
1998
|
1300 Montreal Road
|
Tucker
|
GA
|
—
|
690
|
6,210
|
1,107
|
|
—
|
|
(397)
|
|
694
|
6,916
|
7,610
|
2,424
|
6/3/2005
|
1997
|
1100 Ward Avenue
|
Honolulu
|
HI
|
—
|
$11,200
|
55,618
|
6,172
|
|
—
|
|
—
|
|
11,247
|
61,743
|
72,990
|
11,526
|
6/18/2012
|
1961
|
2340 West Seltice Way
|
Coeur d'Alene
|
ID
|
—
|
$910
|
7,170
|
2,872
|
|
—
|
|
—
|
|
1,032
|
9,920
|
10,952
|
2,015
|
7/31/2012
|
1993
|
850 Lincoln Drive
|
Idaho Falls
|
ID
|
—
|
$510
|
6,640
|
2,095
|
|
—
|
|
—
|
|
732
|
8,513
|
9,245
|
1,775
|
7/31/2012
|
1978
|
1250 West Central Road
|
Arlington Heights
|
IL
|
—
|
$3,665
|
32,587
|
8,870
|
|
—
|
|
(44)
|
|
3,781
|
41,297
|
45,078
|
23,476
|
11/1/2012
|
1986
|
1450 Busch Parkway
|
Buffalo Grove
|
IL
|
—
|
$3,800
|
11,456
|
751
|
|
—
|
|
—
|
|
3,815
|
12,192
|
16,007
|
2,850
|
9/16/2010
|
2009
|
2601 Patriot Boulevard
|
Glenview
|
IL
|
—
|
$2,285
|
9,593
|
—
|
|
—
|
|
—
|
|
2,285
|
9,593
|
11,878
|
1,179
|
1/29/2015
|
2005
|
1373 D'Adrian Professional Park
|
Godfrey
|
IL
|
—
|
$281
|
15,088
|
508
|
|
—
|
|
—
|
|
281
|
15,596
|
15,877
|
2,144
|
5/1/2015
|
2010
|
900 43rd Avenue
|
Moline
|
IL
|
—
|
$482
|
7,651
|
236
|
|
—
|
|
—
|
|
482
|
7,887
|
8,369
|
1,044
|
5/1/2015
|
2003 / 2012
|
221 11th Avenue
|
Moline
|
IL
|
—
|
$161
|
7,244
|
1,445
|
|
—
|
|
—
|
|
161
|
8,689
|
8,850
|
1,139
|
5/1/2015
|
2008
|
2700 14th Street
|
Pekin
|
IL
|
—
|
$171
|
11,475
|
265
|
|
—
|
|
—
|
|
172
|
11,739
|
11,911
|
1,611
|
5/1/2015
|
2009
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
7130 Crimson Ridge Drive
|
Rockford
|
IL
|
—
|
$200
|
7,300
|
1,710
|
|
—
|
|
—
|
|
1,596
|
7,614
|
9,210
|
1,799
|
5/1/2011
|
1999
|
1220 Lakeview Drive
|
Romeoville
|
IL
|
—
|
$1,120
|
19,582
|
(61)
|
|
—
|
|
—
|
|
1,058
|
19,583
|
20,641
|
5,568
|
8/21/2008
|
2005
|
1201 Hartman Lane
|
Shiloh
|
IL
|
—
|
$743
|
7,232
|
841
|
|
—
|
|
—
|
|
1,237
|
7,579
|
8,816
|
781
|
12/8/2016
|
2003
|
900 Southwind Road
|
Springfield
|
IL
|
—
|
$300
|
6,744
|
1,456
|
|
—
|
|
(108)
|
|
300
|
8,092
|
8,392
|
2,753
|
8/31/2006
|
1990
|
2705 Avenue E
|
Sterling
|
IL
|
—
|
$341
|
14,331
|
368
|
|
—
|
|
—
|
|
341
|
14,699
|
15,040
|
2,004
|
5/1/2015
|
2008
|
39 Dorothy Drive
|
Troy
|
IL
|
—
|
$1,002
|
7,010
|
252
|
|
—
|
|
—
|
|
1,002
|
7,262
|
8,264
|
774
|
12/8/2016
|
2003
|
100 Grand Victorian Place
|
Washington
|
IL
|
—
|
$241
|
12,046
|
328
|
|
—
|
|
—
|
|
241
|
12,374
|
12,615
|
1,671
|
5/1/2015
|
2009
|
1615 Lakeside Drive
|
Waukegan
|
IL
|
—
|
$2,700
|
9,590
|
2,876
|
|
—
|
|
—
|
|
3,264
|
11,902
|
15,166
|
2,599
|
9/30/2011
|
1990
|
1675 Lakeside Drive
|
Waukegan
|
IL
|
—
|
$2,420
|
9,382
|
2,204
|
|
—
|
|
—
|
|
2,873
|
11,133
|
14,006
|
2,500
|
9/30/2011
|
1998
|
406 Smith Drive
|
Auburn
|
IN
|
—
|
$380
|
8,246
|
410
|
|
—
|
|
—
|
|
380
|
8,656
|
9,036
|
2,531
|
9/1/2008
|
1999
|
6990 East County Road 100 North
|
Avon
|
IN
|
—
|
$850
|
11,888
|
391
|
|
—
|
|
—
|
|
850
|
12,279
|
13,129
|
3,704
|
9/1/2008
|
1999
|
2455 Tamarack Trail
|
Bloomington
|
IN
|
—
|
$5,400
|
25,129
|
27,768
|
|
—
|
|
—
|
|
6,339
|
51,958
|
58,297
|
9,358
|
11/1/2008
|
1983
|
2460 Glebe Street
|
Carmel
|
IN
|
—
|
$2,108
|
57,741
|
668
|
|
—
|
|
—
|
|
2,125
|
58,392
|
60,517
|
7,538
|
5/1/2015
|
2008
|
701 East County Line Road
|
Greenwood
|
IN
|
—
|
$1,830
|
14,303
|
782
|
|
—
|
|
—
|
|
1,830
|
15,085
|
16,915
|
3,168
|
12/1/2011
|
2007
|
8505 Woodfield Crossing Boulevard
|
Indianapolis
|
IN
|
—
|
2,785
|
16,396
|
6,420
|
|
—
|
|
(1,925)
|
|
2,785
|
20,891
|
23,676
|
8,491
|
1/11/2002
|
1986
|
2501 Friendship Boulevard
|
Kokomo
|
IN
|
—
|
512
|
13,009
|
277
|
|
—
|
|
—
|
|
512
|
13,286
|
13,798
|
799
|
12/27/2017
|
1997
|
603 Saint Joseph Drive
|
Kokomo
|
IN
|
—
|
220
|
5,899
|
867
|
|
—
|
|
—
|
|
220
|
6,766
|
6,986
|
1,960
|
9/1/2008
|
1998
|
1211 Longwood Drive
|
La Porte
|
IN
|
—
|
770
|
5,550
|
874
|
|
—
|
|
—
|
|
923
|
6,271
|
7,194
|
1,842
|
9/1/2008
|
1998
|
1590 West Timberview Drive
|
Marion
|
IN
|
—
|
410
|
5,409
|
372
|
|
—
|
|
—
|
|
410
|
5,781
|
6,191
|
1,782
|
9/1/2008
|
2000
|
1473 East McKay Road
|
Shelbyville
|
IN
|
—
|
190
|
5,328
|
339
|
|
—
|
|
—
|
|
190
|
5,667
|
5,857
|
1,697
|
9/1/2008
|
1999
|
17441 State Road 23
|
South Bend
|
IN
|
—
|
400
|
3,107
|
—
|
|
—
|
|
(182)
|
|
400
|
2,925
|
3,325
|
1,234
|
2/28/2003
|
1998
|
222 South 25th Street
|
Terra Haute
|
IN
|
—
|
300
|
13,115
|
602
|
|
—
|
|
—
|
|
300
|
13,717
|
14,017
|
4,154
|
9/1/2008
|
2005
|
150 Fox Ridge Drive
|
Vincennes
|
IN
|
—
|
110
|
3,603
|
1,370
|
|
—
|
|
—
|
|
110
|
4,973
|
5,083
|
1,513
|
9/1/2008
|
1985
|
1501 Inverness Drive
|
Lawrence
|
KS
|
—
|
1,600
|
18,565
|
1,284
|
|
—
|
|
—
|
|
1,758
|
19,691
|
21,449
|
5,722
|
10/1/2009
|
1988
|
5799 Broadmoor Street
|
Mission
|
KS
|
—
|
1,522
|
7,246
|
1,320
|
|
—
|
|
—
|
|
1,522
|
8,566
|
10,088
|
766
|
1/17/2017
|
1986
|
3501 West 95th Street
|
Overland Park
|
KS
|
—
|
2,568
|
15,140
|
5,117
|
|
—
|
|
(1,677)
|
|
2,580
|
18,568
|
21,148
|
7,708
|
1/11/2002
|
1989
|
6555 West 75th Street
|
Overland Park
|
KS
|
—
|
1,274
|
1,126
|
14,257
|
|
—
|
|
(994)
|
|
1,487
|
14,176
|
15,663
|
5,558
|
10/25/2002
|
1985
|
6700 W. 115th Street
|
Overland Park
|
KS
|
—
|
4,503
|
29,387
|
117
|
|
—
|
|
—
|
|
4,503
|
29,504
|
34,007
|
1,482
|
1/3/2018
|
2006
|
981 Campbell Lane
|
Bowling Green
|
KY
|
—
|
365
|
4,345
|
685
|
|
—
|
|
(203)
|
|
365
|
4,827
|
5,192
|
1,776
|
11/19/2004
|
1999
|
102 Leonardwood Drive
|
Frankfort
|
KY
|
—
|
560
|
8,282
|
1,786
|
|
—
|
|
(60)
|
|
579
|
9,989
|
10,568
|
3,481
|
8/31/2006
|
1989
|
4190 Lafayette Road
|
Hopkinsville
|
KY
|
—
|
316
|
3,761
|
439
|
|
—
|
|
(193)
|
|
316
|
4,007
|
4,323
|
1,472
|
11/19/2004
|
1999
|
690 Mason Headley Road (6)
|
Lexington
|
KY
|
7,186
|
—
|
10,848
|
12,339
|
|
—
|
|
(990)
|
|
42
|
22,155
|
22,197
|
11,198
|
1/11/2002
|
1985
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
700 Mason Headley Road (6)
|
Lexington
|
KY
|
1,688
|
—
|
6,394
|
7,858
|
|
—
|
|
(714)
|
|
52
|
13,486
|
13,538
|
6,105
|
1/11/2002
|
1980
|
200 Brookside Drive
|
Louisville
|
KY
|
—
|
3,524
|
20,779
|
7,629
|
|
—
|
|
(2,608)
|
|
3,549
|
25,775
|
29,324
|
10,790
|
1/11/2002
|
1984
|
1517 West Broadway
|
Mayfield
|
KY
|
—
|
268
|
2,730
|
1,028
|
|
—
|
|
(157)
|
|
268
|
3,601
|
3,869
|
1,326
|
11/19/2004
|
1999
|
1700 Elmdale Road
|
Paducah
|
KY
|
—
|
450
|
5,358
|
1,203
|
|
—
|
|
(245)
|
|
451
|
6,315
|
6,766
|
2,264
|
11/19/2004
|
2000
|
100 Neighborly Way
|
Somerset
|
KY
|
—
|
200
|
4,919
|
454
|
|
—
|
|
—
|
|
200
|
5,373
|
5,573
|
1,738
|
11/6/2006
|
2000
|
1295 Boylston Street
|
Boston
|
MA
|
—
|
7,600
|
18,140
|
3,179
|
|
—
|
|
—
|
|
7,625
|
21,294
|
28,919
|
4,634
|
1/26/2011
|
1930
|
11 Fan Pier Boulevard / 50 Northern Avenue (5)
|
Boston
|
MA
|
620,000
|
52,643
|
784,954
|
(1,382)
|
|
—
|
|
—
|
|
52,643
|
783,572
|
836,215
|
111,500
|
5/7/2014
|
2013
|
549 Albany Street
|
Boston
|
MA
|
—
|
4,576
|
45,029
|
—
|
|
—
|
|
—
|
|
4,569
|
45,036
|
49,605
|
7,131
|
8/22/2013
|
1895
|
330 Baker Avenue
|
Concord
|
MA
|
—
|
3,775
|
19,906
|
—
|
|
—
|
|
—
|
|
3,775
|
19,906
|
23,681
|
2,447
|
1/29/2015
|
2013
|
4 Maguire Road
|
Lexington
|
MA
|
—
|
3,600
|
15,555
|
2,031
|
|
(7,255)
|
|
—
|
|
3,884
|
10,047
|
13,931
|
3,369
|
12/22/2008
|
1994
|
100 Hampshire Street
|
Mansfield
|
MA
|
—
|
2,090
|
8,215
|
1,302
|
|
—
|
|
—
|
|
2,486
|
9,121
|
11,607
|
2,029
|
12/22/2010
|
1975
|
15 Hampshire Street
|
Mansfield
|
MA
|
—
|
1,360
|
7,326
|
495
|
|
—
|
|
—
|
|
1,748
|
7,433
|
9,181
|
1,750
|
12/22/2010
|
1988
|
5 Hampshire Street
|
Mansfield
|
MA
|
—
|
1,190
|
5,737
|
1,695
|
|
—
|
|
—
|
|
1,464
|
7,158
|
8,622
|
1,431
|
12/22/2010
|
1988
|
30 New Crossing Road
|
Reading
|
MA
|
—
|
1,443
|
14,153
|
183
|
|
—
|
|
—
|
|
1,455
|
14,324
|
15,779
|
2,615
|
9/27/2012
|
1986
|
299 Cambridge Street
|
Winchester
|
MA
|
—
|
3,218
|
18,988
|
11,326
|
|
—
|
|
(1,679)
|
|
3,218
|
28,635
|
31,853
|
11,114
|
1/11/2002
|
1991
|
2717 Riva Road
|
Annapolis
|
MD
|
—
|
1,290
|
12,373
|
670
|
|
—
|
|
—
|
|
1,290
|
13,043
|
14,333
|
3,857
|
3/31/2008
|
2001
|
658 Boulton Street
|
Bel Air
|
MD
|
—
|
4,750
|
16,504
|
2
|
|
—
|
|
—
|
|
4,750
|
16,506
|
21,256
|
5,003
|
11/30/2007
|
1980
|
7600 Laurel Bowie Road
|
Bowie
|
MD
|
—
|
408
|
3,421
|
872
|
|
—
|
|
(298)
|
|
408
|
3,995
|
4,403
|
1,664
|
10/25/2002
|
2000
|
8100 Connecticut Avenue
|
Chevy Chase
|
MD
|
—
|
15,170
|
92,830
|
6,867
|
|
—
|
|
(1,117)
|
|
15,177
|
98,573
|
113,750
|
21,408
|
12/15/2011
|
1990
|
8220 Snowden River Parkway
|
Columbia
|
MD
|
—
|
1,390
|
10,303
|
839
|
|
—
|
|
—
|
|
1,390
|
11,142
|
12,532
|
3,208
|
3/31/2008
|
2001
|
700 Port Street
|
Easton
|
MD
|
—
|
383
|
4,555
|
3,258
|
|
—
|
|
(397)
|
|
394
|
7,405
|
7,799
|
2,711
|
10/25/2002
|
2000
|
3004 North Ridge Road
|
Ellicott City
|
MD
|
—
|
1,409
|
22,691
|
8,323
|
|
—
|
|
(1,814)
|
|
1,467
|
29,142
|
30,609
|
10,966
|
3/1/2004
|
1997
|
1820 Latham Drive
|
Frederick
|
MD
|
—
|
385
|
3,444
|
985
|
|
—
|
|
(331)
|
|
385
|
4,098
|
4,483
|
1,637
|
10/25/2002
|
1998
|
2100 Whittier Drive
|
Frederick
|
MD
|
—
|
1,260
|
9,464
|
1,350
|
|
—
|
|
—
|
|
1,260
|
10,814
|
12,074
|
3,131
|
3/31/2008
|
1999
|
10116 Sharpsburg Pike
|
Hagerstown
|
MD
|
—
|
1,040
|
7,471
|
4,591
|
|
—
|
|
—
|
|
1,044
|
12,058
|
13,102
|
3,282
|
3/31/2008
|
1999
|
4000 Old Court Road
|
Pikesville
|
MD
|
—
|
2,000
|
4,974
|
802
|
|
—
|
|
—
|
|
2,000
|
5,776
|
7,776
|
1,614
|
12/22/2008
|
1987
|
12725 Twinbrook Parkway
|
Rockville
|
MD
|
—
|
6,138
|
6,526
|
541
|
|
—
|
|
—
|
|
6,138
|
7,067
|
13,205
|
722
|
7/12/2017
|
1968
|
715 Benfield Road
|
Severna Park
|
MD
|
—
|
229
|
9,798
|
2,113
|
|
—
|
|
(769)
|
|
246
|
11,125
|
11,371
|
4,690
|
10/25/2002
|
1998
|
14400 Homecrest Road
|
Silver Spring
|
MD
|
—
|
1,200
|
9,288
|
7,258
|
|
—
|
|
(1,270)
|
|
1,207
|
15,269
|
16,476
|
5,769
|
10/25/2002
|
1996
|
801 Roeder Road
|
Silver Spring
|
MD
|
—
|
1,900
|
12,858
|
1,910
|
|
—
|
|
—
|
|
1,900
|
14,768
|
16,668
|
2,958
|
6/27/2012
|
1976
|
720 & 734 N. Pine Road
|
Hampton
|
MI
|
—
|
300
|
2,406
|
—
|
|
—
|
|
(142)
|
|
300
|
2,264
|
2,564
|
955
|
2/28/2003
|
1998
|
4004 & 4012 Waldo Road
|
Midland
|
MI
|
—
|
400
|
2,606
|
—
|
|
—
|
|
(162)
|
|
400
|
2,444
|
2,844
|
1,031
|
2/28/2003
|
1998
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
1605 & 1615 Fredericks Drive
|
Monroe
|
MI
|
—
|
300
|
2,506
|
—
|
|
—
|
|
(152)
|
|
300
|
2,354
|
2,654
|
993
|
2/28/2003
|
1998
|
3150 & 3100 Old Centre Road
|
Portage
|
MI
|
—
|
300
|
2,206
|
—
|
|
—
|
|
(133)
|
|
300
|
2,073
|
2,373
|
875
|
2/28/2003
|
1998
|
2445 & 2485 Mc Carty Road
|
Saginaw
|
MI
|
—
|
600
|
5,212
|
—
|
|
—
|
|
(305)
|
|
600
|
4,907
|
5,507
|
2,070
|
2/28/2003
|
1998
|
11855 Ulysses Street NE
|
Blaine
|
MN
|
—
|
2,774
|
9,276
|
409
|
|
—
|
|
—
|
|
2,774
|
9,685
|
12,459
|
1,763
|
12/21/2012
|
2007
|
1305 Corporate Center Drive
|
Eagan
|
MN
|
—
|
2,300
|
13,105
|
6,111
|
|
—
|
|
—
|
|
2,735
|
18,781
|
21,516
|
3,477
|
12/22/2010
|
1986
|
8301 Golden Valley Road
|
Golden Valley
|
MN
|
—
|
1,256
|
4,680
|
390
|
|
—
|
|
—
|
|
1,256
|
5,070
|
6,326
|
503
|
2/10/2016
|
1998
|
8401 Golden Valley Road
|
Golden Valley
|
MN
|
—
|
1,510
|
5,742
|
1,773
|
|
—
|
|
—
|
|
1,510
|
7,515
|
9,025
|
739
|
2/10/2016
|
1998
|
8501 Golden Valley Road
|
Golden Valley
|
MN
|
—
|
1,263
|
4,288
|
803
|
|
—
|
|
—
|
|
1,263
|
5,091
|
6,354
|
501
|
2/10/2016
|
1998
|
1201 Northland Drive
|
Mendota Heights
|
MN
|
—
|
1,220
|
10,208
|
1,250
|
|
—
|
|
—
|
|
1,461
|
11,217
|
12,678
|
2,730
|
1/25/2011
|
1989
|
12700 Whitewater Drive
|
Minnetonka
|
MN
|
—
|
5,453
|
8,108
|
8,182
|
|
—
|
|
—
|
|
5,453
|
16,290
|
21,743
|
865
|
10/2/2017
|
1998
|
20600 South Diamond Lake Road
|
Rogers
|
MN
|
—
|
2,760
|
45,789
|
2,332
|
|
—
|
|
—
|
|
2,852
|
48,029
|
50,881
|
14,675
|
3/1/2008
|
1999
|
2200 County Road C West
|
Roseville
|
MN
|
—
|
590
|
702
|
483
|
|
—
|
|
—
|
|
734
|
1,041
|
1,775
|
284
|
9/30/2011
|
1991
|
4166 Lexington Avenue N
|
Shoreview
|
MN
|
—
|
1,300
|
4,547
|
307
|
|
—
|
|
—
|
|
1,439
|
4,715
|
6,154
|
1,060
|
5/20/2011
|
1988
|
1365 Crestridge Lane
|
West St. Paul
|
MN
|
—
|
400
|
2,506
|
—
|
|
—
|
|
(292)
|
|
400
|
2,214
|
2,614
|
934
|
2/28/2003
|
1998
|
305 & 315 Thompson Avenue
|
West St. Paul
|
MN
|
—
|
400
|
3,608
|
99
|
|
—
|
|
(402)
|
|
400
|
3,305
|
3,705
|
1,394
|
2/28/2003
|
1998
|
5351 Gretna Road
|
Branson
|
MO
|
—
|
743
|
10,973
|
313
|
|
—
|
|
—
|
|
754
|
11,275
|
12,029
|
1,572
|
5/1/2015
|
2002
|
845 N New Ballas Court
|
Creve Coeur
|
MO
|
—
|
1,582
|
16,328
|
639
|
|
—
|
|
—
|
|
1,582
|
16,967
|
18,549
|
803
|
1/22/2018
|
2006
|
3828 College View Drive
|
Joplin
|
MO
|
—
|
260
|
11,382
|
440
|
|
—
|
|
(14)
|
|
260
|
11,808
|
12,068
|
2,516
|
8/31/2012
|
2003
|
14100 Magellan Plaza
|
Maryland Heights
|
MO
|
—
|
3,719
|
37,304
|
4,333
|
|
—
|
|
—
|
|
3,179
|
42,177
|
45,356
|
6,250
|
1/29/2015
|
2003
|
640 E Highland Avenue
|
Nevada
|
MO
|
—
|
311
|
5,703
|
181
|
|
—
|
|
—
|
|
311
|
5,884
|
6,195
|
802
|
5/1/2015
|
1997
|
2410 W Chesterfield Blvd
|
Springfield
|
MO
|
—
|
924
|
12,772
|
207
|
|
—
|
|
—
|
|
924
|
12,979
|
13,903
|
1,702
|
5/1/2015
|
1999
|
3540 East Cherokee Street
|
Springfield
|
MO
|
—
|
1,084
|
11,339
|
362
|
|
—
|
|
—
|
|
1,129
|
11,656
|
12,785
|
1,585
|
5/1/2015
|
1996
|
4700 North Hanley Road
|
St. Louis
|
MO
|
—
|
5,166
|
41,587
|
131
|
|
—
|
|
—
|
|
5,166
|
41,718
|
46,884
|
5,144
|
1/29/2015
|
2014
|
1488 Belk Boulevard
|
Oxford
|
MS
|
—
|
450
|
5,791
|
846
|
|
(3,592)
|
|
(2,222)
|
|
169
|
1,104
|
1,273
|
—
|
10/1/2006
|
2000
|
108 Clarington Drive
|
Southaven
|
MS
|
—
|
450
|
5,795
|
1,100
|
|
(3,742)
|
|
(2,275)
|
|
189
|
1,139
|
1,328
|
—
|
10/1/2006
|
2000
|
1547 North Hunters Way
|
Bozeman
|
MT
|
—
|
1,616
|
27,750
|
285
|
|
—
|
|
—
|
|
1,641
|
28,010
|
29,651
|
3,655
|
5/1/2015
|
2008
|
118 Alamance Road
|
Burlington
|
NC
|
—
|
575
|
9,697
|
1,022
|
|
—
|
|
(84)
|
|
575
|
10,635
|
11,210
|
2,490
|
6/20/2011
|
1998
|
1050 Crescent Green Drive
|
Cary
|
NC
|
—
|
713
|
4,628
|
2,429
|
|
—
|
|
(731)
|
|
713
|
6,326
|
7,039
|
2,693
|
10/25/2002
|
1999
|
2220 & 2230 Farmington Drive
|
Chapel Hill
|
NC
|
—
|
800
|
6,414
|
—
|
|
—
|
|
(375)
|
|
800
|
6,039
|
6,839
|
2,548
|
2/28/2003
|
1996
|
2101 Runnymede Lane
|
Charlotte
|
NC
|
—
|
2,475
|
11,451
|
950
|
|
—
|
|
(87)
|
|
2,458
|
12,331
|
14,789
|
3,193
|
6/20/2011
|
1999
|
5920 McChesney Drive
|
Charlotte
|
NC
|
—
|
820
|
7,790
|
1,217
|
|
—
|
|
—
|
|
820
|
9,007
|
9,827
|
2,495
|
11/17/2009
|
2001
|
6101 Clarke Creek Parkway
|
Charlotte
|
NC
|
—
|
500
|
13,960
|
36
|
|
—
|
|
—
|
|
500
|
13,996
|
14,496
|
3,990
|
11/17/2009
|
1999
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
500 Penny Lane NE
|
Concord
|
NC
|
—
|
1,687
|
17,603
|
334
|
|
—
|
|
—
|
|
1,687
|
17,937
|
19,624
|
2,001
|
6/29/2016
|
1997
|
1002 Highway 54
|
Durham
|
NC
|
—
|
595
|
5,200
|
265
|
|
—
|
|
(62)
|
|
595
|
5,403
|
5,998
|
1,253
|
6/20/2011
|
1988
|
4505 Emperor Boulevard
|
Durham
|
NC
|
—
|
1,285
|
16,932
|
367
|
|
—
|
|
—
|
|
1,285
|
17,299
|
18,584
|
1,017
|
10/11/2017
|
2001
|
5213 South Alston Avenue
|
Durham
|
NC
|
—
|
1,093
|
31,377
|
43
|
|
—
|
|
—
|
|
1,093
|
31,420
|
32,513
|
3,864
|
1/29/2015
|
2010
|
2755 Union Road
|
Gastonia
|
NC
|
—
|
1,104
|
17,834
|
583
|
|
—
|
|
—
|
|
1,104
|
18,417
|
19,521
|
2,485
|
6/29/2016
|
1998
|
1001 Phifer Road
|
Kings Mountain
|
NC
|
—
|
655
|
8,283
|
647
|
|
—
|
|
(89)
|
|
657
|
8,839
|
9,496
|
2,123
|
6/23/2011
|
1998
|
128 Brawley School Road
|
Mooresville
|
NC
|
—
|
595
|
7,305
|
910
|
|
—
|
|
(67)
|
|
601
|
8,142
|
8,743
|
1,903
|
6/23/2011
|
1999
|
1309 , 1321, & 1325 McCarthy Boulevard
|
New Bern
|
NC
|
—
|
1,245
|
20,898
|
853
|
|
—
|
|
(159)
|
|
1,245
|
21,592
|
22,837
|
4,722
|
6/20/2011
|
2001/2005/2008
|
13150 Dorman Road
|
Pineville
|
NC
|
—
|
550
|
7,570
|
1,642
|
|
—
|
|
—
|
|
550
|
9,212
|
9,762
|
2,445
|
11/17/2009
|
1998
|
13180 Dorman Road
|
Pineville
|
NC
|
—
|
630
|
15,230
|
7
|
|
—
|
|
—
|
|
630
|
15,237
|
15,867
|
4,339
|
11/17/2009
|
1998
|
801 Dixie Trail
|
Raleigh
|
NC
|
—
|
3,233
|
17,788
|
232
|
|
—
|
|
—
|
|
3,236
|
18,017
|
21,253
|
2,475
|
6/29/2016
|
1992
|
2744 South 17th Street
|
Wilmington
|
NC
|
—
|
1,134
|
14,771
|
1,230
|
|
—
|
|
—
|
|
1,139
|
15,996
|
17,135
|
2,284
|
4/18/2016
|
1998
|
1730 Parkwood Boulevard West
|
Wilson
|
NC
|
—
|
610
|
14,787
|
548
|
|
—
|
|
(163)
|
|
610
|
15,172
|
15,782
|
3,367
|
6/20/2011
|
2004/2006
|
17007 Elm Plaza
|
Omaha
|
NE
|
—
|
4,680
|
22,022
|
—
|
|
—
|
|
—
|
|
4,680
|
22,022
|
26,702
|
6,262
|
8/21/2008
|
2007
|
3030 South 80th Street
|
Omaha
|
NE
|
—
|
650
|
5,850
|
1,395
|
|
—
|
|
(327)
|
|
650
|
6,918
|
7,568
|
2,349
|
6/3/2005
|
1992
|
490 Cooper Landing Road
|
Cherry Hill
|
NJ
|
—
|
1,001
|
8,175
|
1,994
|
|
—
|
|
(258)
|
|
1,001
|
9,911
|
10,912
|
3,693
|
12/29/2003
|
1999
|
1400 Route 70
|
Lakewood
|
NJ
|
—
|
4,885
|
28,803
|
4,647
|
|
—
|
|
(2,011)
|
|
4,905
|
31,419
|
36,324
|
13,564
|
1/11/2002
|
1987
|
2 Hillside Drive
|
Mt. Arlington
|
NJ
|
—
|
1,375
|
11,232
|
991
|
|
—
|
|
(399)
|
|
1,393
|
11,806
|
13,199
|
4,703
|
12/29/2003
|
2001
|
655 Pomander Walk
|
Teaneck
|
NJ
|
—
|
4,950
|
44,550
|
4,436
|
|
—
|
|
(985)
|
|
4,984
|
47,967
|
52,951
|
11,180
|
12/15/2011
|
1989
|
10500 Academy Road NE
|
Albuquerque
|
NM
|
—
|
3,828
|
22,572
|
8,200
|
|
—
|
|
(1,945)
|
|
3,828
|
28,827
|
32,655
|
11,368
|
1/11/2002
|
1986
|
4100 Prospect Avenue NE
|
Albuquerque
|
NM
|
—
|
540
|
10,105
|
8
|
|
—
|
|
—
|
|
540
|
10,113
|
10,653
|
3,086
|
10/30/2007
|
1977
|
4300 Landau Street NE
|
Albuquerque
|
NM
|
—
|
1,060
|
9,875
|
8
|
|
—
|
|
—
|
|
1,060
|
9,883
|
10,943
|
3,016
|
10/30/2007
|
1973
|
4411 The 25 Way
|
Albuquerque
|
NM
|
—
|
3,480
|
25,245
|
4,570
|
|
—
|
|
—
|
|
3,931
|
29,364
|
33,295
|
7,301
|
12/22/2010
|
1970
|
4420 The 25 Way
|
Albuquerque
|
NM
|
—
|
1,430
|
2,609
|
647
|
|
—
|
|
—
|
|
1,614
|
3,072
|
4,686
|
788
|
12/22/2010
|
1970
|
9190 Coors Boulevard NW
|
Albuquerque
|
NM
|
—
|
1,660
|
9,173
|
8
|
|
—
|
|
—
|
|
1,660
|
9,181
|
10,841
|
2,802
|
10/30/2007
|
1983
|
2200 East Long Street
|
Carson City
|
NV
|
—
|
622
|
17,900
|
404
|
|
—
|
|
—
|
|
622
|
18,304
|
18,926
|
2,478
|
5/1/2015
|
2009
|
3201 Plumas Street
|
Reno
|
NV
|
—
|
2,420
|
49,580
|
6,961
|
|
—
|
|
(815)
|
|
2,420
|
55,726
|
58,146
|
11,512
|
12/15/2011
|
1989
|
6300 Eighth Avenue
|
Brooklyn
|
NY
|
—
|
3,870
|
8,545
|
70
|
|
—
|
|
—
|
|
3,870
|
8,615
|
12,485
|
2,432
|
8/8/2008
|
1971
|
200 Old County Road
|
Mineola
|
NY
|
—
|
4,920
|
24,056
|
10,792
|
|
—
|
|
—
|
|
4,920
|
34,848
|
39,768
|
7,215
|
9/30/2011
|
1971
|
15 North Broadway
|
White Plains
|
NY
|
—
|
4,900
|
13,594
|
4,359
|
|
—
|
|
—
|
|
4,900
|
17,953
|
22,853
|
3,874
|
1/26/2009
|
1952
|
537 Riverdale Avenue
|
Yonkers
|
NY
|
—
|
8,460
|
90,561
|
12,305
|
|
—
|
|
(99)
|
|
8,465
|
102,762
|
111,227
|
20,915
|
8/31/2012
|
2000
|
4590 Knightsbridge Boulevard
|
Columbus
|
OH
|
—
|
3,623
|
27,778
|
15,926
|
|
—
|
|
(2,719)
|
|
3,732
|
40,876
|
44,608
|
15,407
|
1/11/2002
|
1989
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
3929 Hoover Road
|
Grove City
|
OH
|
—
|
332
|
3,081
|
791
|
|
—
|
|
—
|
|
332
|
3,872
|
4,204
|
2,354
|
6/4/1993
|
1965
|
7555 Innovation Way
|
Mason
|
OH
|
—
|
1,025
|
12,883
|
—
|
|
—
|
|
—
|
|
1,025
|
12,883
|
13,908
|
1,047
|
10/6/2016
|
2015
|
5260 Naiman Parkway
|
Solon
|
OH
|
—
|
450
|
2,305
|
1,625
|
|
—
|
|
—
|
|
1,112
|
3,268
|
4,380
|
763
|
12/22/2010
|
1975
|
5370 Naiman Parkway
|
Solon
|
OH
|
—
|
550
|
2,147
|
1,175
|
|
—
|
|
—
|
|
909
|
2,963
|
3,872
|
625
|
9/30/2011
|
1975
|
8709 S.E. Causey Avenue
|
Portland
|
OR
|
—
|
3,303
|
77,428
|
347
|
|
(26,073)
|
|
(9,749)
|
|
2,201
|
43,055
|
45,256
|
—
|
5/1/2015
|
1985 / 1991
|
71 Darlington Road
|
Beaver Falls
|
PA
|
—
|
1,500
|
13,500
|
590
|
|
—
|
|
(817)
|
|
1,523
|
13,250
|
14,773
|
4,734
|
10/31/2005
|
1997
|
950 Morgan Highway
|
Clarks Summit
|
PA
|
—
|
1,001
|
8,233
|
705
|
|
—
|
|
(277)
|
|
1,017
|
8,645
|
9,662
|
3,358
|
12/29/2003
|
2001
|
145 Broadlawn Drive
|
Elizabeth
|
PA
|
—
|
696
|
6,304
|
770
|
|
—
|
|
(485)
|
|
696
|
6,589
|
7,285
|
2,387
|
10/31/2005
|
1986
|
600 N. Pottstown Pike
|
Exton
|
PA
|
—
|
1,001
|
8,233
|
1,322
|
|
—
|
|
(308)
|
|
1,001
|
9,247
|
10,248
|
3,578
|
12/29/2003
|
2000
|
242 Baltimore Pike
|
Glen Mills
|
PA
|
—
|
1,001
|
8,233
|
603
|
|
—
|
|
(382)
|
|
1,001
|
8,454
|
9,455
|
3,369
|
12/29/2003
|
2001
|
20 Capital Drive
|
Harrisburg
|
PA
|
—
|
397
|
9,333
|
—
|
|
—
|
|
—
|
|
397
|
9,333
|
9,730
|
1,147
|
1/29/2015
|
2013
|
210 Mall Boulevard
|
King of Prussia
|
PA
|
—
|
1,540
|
4,743
|
2,230
|
|
—
|
|
—
|
|
1,540
|
6,973
|
8,513
|
1,754
|
8/8/2008
|
1970
|
216 Mall Boulevard
|
King of Prussia
|
PA
|
—
|
880
|
2,871
|
1,730
|
|
—
|
|
—
|
|
978
|
4,503
|
5,481
|
797
|
1/26/2011
|
1970
|
5300 Old William Penn Highway
|
Murrysville
|
PA
|
—
|
300
|
2,506
|
—
|
|
—
|
|
(272)
|
|
300
|
2,234
|
2,534
|
942
|
2/28/2003
|
1998
|
800 Manor Drive
|
New Britain (Chalfont)
|
PA
|
—
|
979
|
8,052
|
1,001
|
|
—
|
|
(361)
|
|
981
|
8,690
|
9,671
|
3,381
|
12/29/2003
|
1998
|
7151 Saltsburg Road
|
Penn Hills
|
PA
|
—
|
200
|
904
|
—
|
|
—
|
|
(103)
|
|
200
|
801
|
1,001
|
338
|
2/28/2003
|
1997
|
5750 Centre Avenue
|
Pittsburgh
|
PA
|
—
|
3,000
|
11,828
|
3,667
|
|
—
|
|
—
|
|
3,778
|
14,717
|
18,495
|
4,189
|
6/11/2008
|
1991
|
730 Holiday Drive
|
Pittsburgh
|
PA
|
—
|
2,480
|
6,395
|
4,475
|
|
—
|
|
—
|
|
2,711
|
10,639
|
13,350
|
2,810
|
12/22/2010
|
1985
|
3043 Walton Road
|
Plymouth Meeting
|
PA
|
—
|
1,680
|
9,187
|
1,388
|
|
—
|
|
—
|
|
1,713
|
10,542
|
12,255
|
1,994
|
9/30/2011
|
1969
|
1400 Riggs Road
|
South Park
|
PA
|
—
|
898
|
8,102
|
402
|
|
—
|
|
(552)
|
|
898
|
7,952
|
8,850
|
2,819
|
10/31/2005
|
1995
|
700 Northampton Street
|
Tiffany Court (Kingston)
|
PA
|
—
|
—
|
5,682
|
1,773
|
|
—
|
|
(359)
|
|
—
|
7,096
|
7,096
|
2,619
|
12/29/2003
|
1997
|
5250 Meadowgreen Drive
|
Whitehall
|
PA
|
—
|
1,599
|
14,401
|
2,997
|
|
—
|
|
(976)
|
|
1,599
|
16,422
|
18,021
|
5,466
|
10/31/2005
|
1987
|
1304 McLees Road
|
Anderson
|
SC
|
—
|
295
|
3,509
|
305
|
|
—
|
|
(147)
|
|
295
|
3,667
|
3,962
|
1,421
|
11/19/2004
|
1999
|
109 Old Salem Road
|
Beaufort
|
SC
|
—
|
188
|
2,234
|
889
|
|
—
|
|
(193)
|
|
188
|
2,930
|
3,118
|
1,264
|
11/19/2004
|
1999
|
1119 Pick Pocket Plantation Drive
|
Beaufort
|
SC
|
—
|
1,200
|
10,810
|
935
|
|
—
|
|
(72)
|
|
1,224
|
11,649
|
12,873
|
2,865
|
6/20/2011
|
2005
|
719 Kershaw Highway
|
Camden
|
SC
|
—
|
322
|
3,697
|
1,261
|
|
—
|
|
(299)
|
|
322
|
4,659
|
4,981
|
1,725
|
11/19/2004
|
1999
|
2333 Ashley River Road
|
Charleston
|
SC
|
—
|
848
|
14,000
|
2,074
|
|
—
|
|
(123)
|
|
871
|
15,928
|
16,799
|
3,757
|
6/20/2011
|
1999
|
320 Seven Farms Drive
|
Charleston
|
SC
|
—
|
1,092
|
6,605
|
1,194
|
|
—
|
|
(22)
|
|
1,092
|
7,777
|
8,869
|
1,681
|
5/29/2012
|
1998
|
201 Executive Center Drive
|
Columbia
|
SC
|
—
|
390
|
4,659
|
2,193
|
|
—
|
|
—
|
|
390
|
6,852
|
7,242
|
1,590
|
12/22/2010
|
1985
|
251 Springtree Drive
|
Columbia
|
SC
|
—
|
300
|
1,905
|
—
|
|
—
|
|
(112)
|
|
300
|
1,793
|
2,093
|
756
|
2/28/2003
|
1998
|
3 Summit Terrace
|
Columbia
|
SC
|
—
|
610
|
7,900
|
980
|
|
—
|
|
—
|
|
610
|
8,880
|
9,490
|
2,478
|
11/17/2009
|
2002
|
7909 Parklane Road
|
Columbia
|
SC
|
—
|
1,580
|
4,520
|
748
|
|
—
|
|
—
|
|
1,580
|
5,268
|
6,848
|
1,319
|
9/30/2011
|
1990
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
355 Berkmans Lane
|
Greenville
|
SC
|
—
|
700
|
7,240
|
852
|
|
—
|
|
—
|
|
700
|
8,092
|
8,792
|
2,248
|
11/17/2009
|
2002
|
116 Enterprise Court
|
Greenwood
|
SC
|
—
|
310
|
2,790
|
549
|
|
—
|
|
(152)
|
|
310
|
3,187
|
3,497
|
1,123
|
6/3/2005
|
1999
|
1901 West Carolina Avenue
|
Hartsville
|
SC
|
—
|
401
|
4,775
|
756
|
|
—
|
|
(229)
|
|
401
|
5,302
|
5,703
|
2,001
|
11/19/2004
|
1999
|
218 Old Chapin Road
|
Lexington
|
SC
|
—
|
363
|
4,322
|
724
|
|
—
|
|
(231)
|
|
363
|
4,815
|
5,178
|
1,831
|
11/19/2004
|
1999
|
491 Highway 17
|
Little River
|
SC
|
—
|
750
|
9,018
|
1,122
|
|
—
|
|
(38)
|
|
750
|
10,102
|
10,852
|
2,411
|
6/23/2011
|
2000
|
1010 Anna Knapp Boulevard
|
Mt. Pleasant
|
SC
|
—
|
1,797
|
6,132
|
87
|
|
—
|
|
—
|
|
1,797
|
6,219
|
8,016
|
894
|
6/29/2016
|
1997
|
601 Mathis Ferry Road
|
Mt. Pleasant
|
SC
|
—
|
1,687
|
12,612
|
145
|
|
—
|
|
—
|
|
1,687
|
12,757
|
14,444
|
1,657
|
6/29/2016
|
1999
|
937 Bowman Road
|
Mt. Pleasant
|
SC
|
—
|
3,898
|
31,613
|
7,143
|
|
—
|
|
(77)
|
|
3,907
|
38,670
|
42,577
|
8,739
|
7/1/2012
|
1997 / 1983
|
9547 Highway 17 North
|
Myrtle Beach
|
SC
|
—
|
543
|
3,202
|
8,688
|
|
—
|
|
(343)
|
|
556
|
11,534
|
12,090
|
3,861
|
1/11/2002
|
1980
|
2306 Riverbank Drive
|
Orangeburg
|
SC
|
—
|
303
|
3,607
|
804
|
|
—
|
|
(219)
|
|
303
|
4,192
|
4,495
|
1,631
|
11/19/2004
|
1999
|
1920 Ebenezer Road
|
Rock Hill
|
SC
|
—
|
300
|
1,705
|
—
|
|
—
|
|
(162)
|
|
300
|
1,543
|
1,843
|
651
|
2/28/2003
|
1998
|
15855 Wells Highway
|
Seneca
|
SC
|
—
|
396
|
4,714
|
601
|
|
—
|
|
(184)
|
|
396
|
5,131
|
5,527
|
2,006
|
11/19/2004
|
2000
|
One Southern Court
|
West Columbia
|
SC
|
—
|
520
|
3,831
|
594
|
|
—
|
|
—
|
|
557
|
4,388
|
4,945
|
1,156
|
12/22/2010
|
2000
|
6716 Nolensville Road
|
Brentwood
|
TN
|
—
|
1,528
|
6,037
|
144
|
|
—
|
|
—
|
|
1,528
|
6,181
|
7,709
|
1,124
|
11/30/2012
|
2010
|
207 Uffelman Drive
|
Clarksville
|
TN
|
—
|
320
|
2,994
|
936
|
|
—
|
|
—
|
|
320
|
3,930
|
4,250
|
1,292
|
12/31/2006
|
1997
|
51 Patel Way
|
Clarksville
|
TN
|
—
|
800
|
10,322
|
6,014
|
|
—
|
|
(25)
|
|
802
|
16,309
|
17,111
|
2,701
|
12/19/2012
|
2005
|
2900 Westside Drive NW
|
Cleveland
|
TN
|
—
|
305
|
3,627
|
969
|
|
—
|
|
(213)
|
|
305
|
4,383
|
4,688
|
1,593
|
11/19/2004
|
1998
|
1010 East Spring Street
|
Cookeville
|
TN
|
—
|
322
|
3,828
|
841
|
|
—
|
|
(170)
|
|
322
|
4,499
|
4,821
|
1,687
|
11/19/2004
|
1998
|
105 Sunrise Circle
|
Franklin
|
TN
|
—
|
322
|
3,833
|
1,002
|
|
—
|
|
(186)
|
|
329
|
4,642
|
4,971
|
1,693
|
11/19/2004
|
1997
|
1085 Hartsville Pike
|
Gallatin
|
TN
|
—
|
280
|
3,327
|
629
|
|
—
|
|
(160)
|
|
280
|
3,796
|
4,076
|
1,355
|
11/19/2004
|
1998
|
2025 Caldwell Drive
|
Goodlettsville
|
TN
|
—
|
400
|
3,507
|
8,547
|
|
—
|
|
(202)
|
|
400
|
11,852
|
12,252
|
2,303
|
2/28/2003
|
1998
|
1200 North Parkway
|
Jackson
|
TN
|
—
|
295
|
3,506
|
495
|
|
—
|
|
(207)
|
|
299
|
3,790
|
4,089
|
1,448
|
11/19/2004
|
1999
|
550 Deer View Way
|
Jefferson City
|
TN
|
—
|
940
|
8,057
|
948
|
|
—
|
|
—
|
|
948
|
8,997
|
9,945
|
1,599
|
10/15/2013
|
2001
|
10914 Kingston Pike (5)
|
Knoxville
|
TN
|
10,246
|
613
|
12,410
|
163
|
|
—
|
|
—
|
|
613
|
12,573
|
13,186
|
673
|
6/29/2018
|
2008
|
3020 Heatherton Way
|
Knoxville
|
TN
|
—
|
304
|
3,618
|
1,996
|
|
—
|
|
(296)
|
|
314
|
5,308
|
5,622
|
1,932
|
11/19/2004
|
1998
|
3030 Holbrook Drive (5)
|
Knoxville
|
TN
|
5,885
|
352
|
7,128
|
153
|
|
—
|
|
—
|
|
360
|
7,273
|
7,633
|
395
|
6/29/2018
|
1999
|
100 Chatuga Drive West
|
Loudon
|
TN
|
—
|
580
|
16,093
|
30,209
|
|
—
|
|
—
|
|
580
|
46,302
|
46,882
|
1,044
|
1/19/2018
|
2003
|
511 Pearson Springs Road
|
Maryville
|
TN
|
—
|
300
|
3,207
|
100
|
|
—
|
|
(192)
|
|
300
|
3,115
|
3,415
|
1,314
|
2/28/2003
|
1998
|
1710 Magnolia Boulevard
|
Nashville
|
TN
|
—
|
750
|
6,750
|
8,380
|
|
—
|
|
(390)
|
|
750
|
14,740
|
15,490
|
3,919
|
6/3/2005
|
1979
|
350 Volunteer Drive
|
Paris
|
TN
|
—
|
110
|
12,100
|
134
|
|
—
|
|
—
|
|
110
|
12,234
|
12,344
|
1,785
|
6/29/2016
|
1997
|
971 State Hwy 121
|
Allen
|
TX
|
—
|
2,590
|
17,912
|
—
|
|
—
|
|
—
|
|
2,590
|
17,912
|
20,502
|
5,094
|
8/21/2008
|
2006
|
1111 W. 34th Street
|
Austin
|
TX
|
—
|
400
|
21,021
|
1,517
|
|
—
|
|
—
|
|
694
|
22,244
|
22,938
|
6,320
|
6/25/2008
|
1975
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
6818 Austin Center Boulevard
|
Austin
|
TX
|
—
|
1,540
|
27,467
|
2,220
|
|
—
|
|
—
|
|
1,585
|
29,642
|
31,227
|
8,322
|
10/31/2008
|
1994
|
7600 N Capital Texas Highway
|
Austin
|
TX
|
—
|
300
|
4,557
|
378
|
|
—
|
|
—
|
|
300
|
4,935
|
5,235
|
1,069
|
12/22/2010
|
1996
|
4620 Bellaire Boulevard
|
Bellaire
|
TX
|
—
|
1,238
|
11,010
|
4,016
|
|
—
|
|
(59)
|
|
1,325
|
14,880
|
16,205
|
8,322
|
10/1/2012
|
1991
|
120 Crosspoint Drive
|
Boerne
|
TX
|
—
|
220
|
4,926
|
475
|
|
—
|
|
—
|
|
227
|
5,394
|
5,621
|
1,540
|
2/7/2008
|
1990
|
4015 Interstate 45
|
Conroe
|
TX
|
—
|
620
|
14,074
|
697
|
|
—
|
|
—
|
|
620
|
14,771
|
15,391
|
3,536
|
10/26/2010
|
2009
|
5455 La Sierra Drive
|
Dallas
|
TX
|
—
|
2,300
|
25,200
|
5,713
|
|
—
|
|
(583)
|
|
2,313
|
30,317
|
32,630
|
6,602
|
12/15/2011
|
1989
|
7831 Park Lane
|
Dallas
|
TX
|
—
|
4,709
|
27,768
|
20,526
|
|
—
|
|
(2,148)
|
|
5,432
|
45,423
|
50,855
|
15,667
|
1/11/2002
|
1990
|
1575 Belvidere Street
|
El Paso
|
TX
|
—
|
2,301
|
13,567
|
4,250
|
|
—
|
|
(1,029)
|
|
2,316
|
16,773
|
19,089
|
6,756
|
1/11/2002
|
1987
|
96 Frederick Road
|
Fredericksburg
|
TX
|
—
|
280
|
4,866
|
5,973
|
|
—
|
|
—
|
|
280
|
10,839
|
11,119
|
2,171
|
2/7/2008
|
1999
|
13215 Dotson Road
|
Houston
|
TX
|
—
|
990
|
13,887
|
1,185
|
|
—
|
|
—
|
|
990
|
15,072
|
16,062
|
2,957
|
7/17/2012
|
2007
|
777 North Post Oak Road
|
Houston
|
TX
|
—
|
5,537
|
32,647
|
22,659
|
|
—
|
|
(3,119)
|
|
5,540
|
52,184
|
57,724
|
18,982
|
1/11/2002
|
1989
|
10030 North MacArthur Boulevard
|
Irving
|
TX
|
—
|
2,186
|
15,869
|
734
|
|
—
|
|
—
|
|
2,186
|
16,603
|
18,789
|
1,980
|
1/29/2015
|
1999
|
4770 Regent Boulevard
|
Irving
|
TX
|
—
|
2,830
|
15,082
|
4,467
|
|
—
|
|
—
|
|
2,830
|
19,549
|
22,379
|
5,231
|
6/25/2008
|
1995
|
9812 Slide Road
|
Lubbock
|
TX
|
—
|
1,110
|
9,798
|
109
|
|
—
|
|
—
|
|
1,110
|
9,907
|
11,017
|
2,348
|
6/4/2010
|
2009
|
605 Gateway Central
|
Marble Falls
|
TX
|
—
|
1,440
|
7,125
|
921
|
|
—
|
|
(34)
|
|
1,440
|
8,012
|
9,452
|
1,797
|
12/19/2012
|
1994 / 2002
|
500 Coit Road
|
Plano
|
TX
|
—
|
3,463
|
44,841
|
—
|
|
—
|
|
—
|
|
3,463
|
44,841
|
48,304
|
37
|
12/20/2019
|
2016
|
2265 North Lakeshore Drive
|
Rockwall
|
TX
|
—
|
497
|
3,582
|
—
|
|
—
|
|
—
|
|
497
|
3,582
|
4,079
|
440
|
1/29/2015
|
2013
|
18302 Talavera Ridge
|
San Antonio
|
TX
|
—
|
6,855
|
30,630
|
—
|
|
—
|
|
—
|
|
6,855
|
30,630
|
37,485
|
3,765
|
1/29/2015
|
2008
|
21 Spurs Lane (5)
|
San Antonio
|
TX
|
12,513
|
3,141
|
23,142
|
862
|
|
—
|
|
—
|
|
3,141
|
24,004
|
27,145
|
3,483
|
4/10/2014
|
2006
|
311 West Nottingham Place
|
San Antonio
|
TX
|
—
|
4,283
|
25,256
|
11,275
|
|
—
|
|
(2,361)
|
|
4,359
|
34,094
|
38,453
|
13,647
|
1/11/2002
|
1989
|
511 Knights Cross Drive
|
San Antonio
|
TX
|
—
|
1,200
|
6,500
|
642
|
|
—
|
|
—
|
|
1,206
|
7,136
|
8,342
|
1,955
|
11/17/2009
|
2003
|
575 Knights Cross Drive
|
San Antonio
|
TX
|
—
|
1,100
|
13,900
|
375
|
|
—
|
|
—
|
|
1,100
|
14,275
|
15,375
|
4,201
|
11/17/2009
|
2003
|
5055 West Panther Creek Drive
|
Woodlands
|
TX
|
—
|
3,694
|
21,782
|
5,395
|
|
—
|
|
(2,528)
|
|
3,706
|
24,637
|
28,343
|
10,907
|
1/11/2002
|
1988
|
491 Crestwood Drive
|
Charlottesville
|
VA
|
—
|
641
|
7,633
|
2,108
|
|
—
|
|
(402)
|
|
646
|
9,334
|
9,980
|
3,336
|
11/19/2004
|
1998
|
1005 Elysian Place
|
Chesapeake
|
VA
|
—
|
2,370
|
23,705
|
730
|
|
—
|
|
(153)
|
|
2,381
|
24,271
|
26,652
|
5,427
|
6/20/2011
|
2006
|
2856 Forehand Drive
|
Chesapeake
|
VA
|
—
|
160
|
1,498
|
1,068
|
|
—
|
|
(215)
|
|
163
|
2,348
|
2,511
|
883
|
5/30/2003
|
1987
|
4027 Martinsburg Pike
|
Clear Brook
|
VA
|
—
|
3,775
|
21,768
|
—
|
|
—
|
|
—
|
|
3,775
|
21,768
|
25,543
|
2,676
|
1/29/2015
|
2013
|
4001 Fair Ridge Drive
|
Fairfax
|
VA
|
—
|
2,500
|
7,147
|
2,542
|
|
—
|
|
—
|
|
2,646
|
9,543
|
12,189
|
2,512
|
12/22/2008
|
1990
|
20 HeartFields Lane
|
Fredericksburg
|
VA
|
—
|
287
|
8,480
|
1,599
|
|
—
|
|
(685)
|
|
287
|
9,394
|
9,681
|
3,988
|
10/25/2002
|
1998
|
2800 Polo Parkway
|
Midlothian
|
VA
|
—
|
1,103
|
13,126
|
4,007
|
|
—
|
|
(667)
|
|
1,108
|
16,461
|
17,569
|
5,612
|
11/19/2004
|
1996
|
655 Denbigh Boulevard
|
Newport News
|
VA
|
—
|
581
|
6,921
|
1,760
|
|
—
|
|
(342)
|
|
584
|
8,336
|
8,920
|
2,861
|
11/19/2004
|
1998
|
6160 Kempsville Circle
|
Norfolk
|
VA
|
—
|
3,263
|
7,615
|
2,356
|
|
—
|
|
—
|
|
3,263
|
9,971
|
13,234
|
597
|
12/22/2017
|
1987
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
6161 Kempsville Road
|
Norfolk
|
VA
|
—
|
1,530
|
9,531
|
1,732
|
|
—
|
|
—
|
|
1,530
|
11,263
|
12,793
|
3,036
|
12/22/2008
|
1999
|
6311 Granby Street
|
Norfolk
|
VA
|
—
|
1,920
|
16,538
|
835
|
|
—
|
|
(188)
|
|
1,932
|
17,173
|
19,105
|
3,797
|
6/20/2011
|
2005
|
885 Kempsville Road
|
Norfolk
|
VA
|
—
|
1,780
|
8,354
|
1,705
|
|
—
|
|
—
|
|
1,780
|
10,059
|
11,839
|
3,113
|
5/20/2009
|
1981
|
531 Wythe Creek Road
|
Poquoson
|
VA
|
—
|
220
|
2,041
|
933
|
|
—
|
|
(212)
|
|
220
|
2,762
|
2,982
|
1,062
|
5/30/2003
|
1987
|
10800 Nuckols Road (5)
|
Glen Allen
|
VA
|
10,688
|
2,863
|
11,105
|
352
|
|
—
|
|
—
|
|
2,863
|
11,457
|
14,320
|
564
|
3/28/2018
|
2000
|
3000 Skipwith Road
|
Richmond
|
VA
|
—
|
732
|
8,717
|
910
|
|
—
|
|
(468)
|
|
732
|
9,159
|
9,891
|
3,452
|
11/19/2004
|
1999
|
9900 Independence Park Drive
|
Richmond
|
VA
|
—
|
326
|
3,166
|
34
|
|
—
|
|
—
|
|
326
|
3,200
|
3,526
|
737
|
11/22/2011
|
2005
|
9930 Independence Park Drive
|
Richmond
|
VA
|
—
|
604
|
4,975
|
196
|
|
—
|
|
—
|
|
604
|
5,171
|
5,775
|
1,029
|
11/22/2011
|
2005
|
5620 Wesleyan Drive
|
Virginia Beach
|
VA
|
—
|
893
|
7,926
|
1,855
|
|
—
|
|
(26)
|
|
893
|
9,755
|
10,648
|
5,731
|
9/1/2012
|
1990
|
4132 Longhill Road
|
Williamsburg
|
VA
|
—
|
270
|
2,468
|
1,225
|
|
—
|
|
(200)
|
|
270
|
3,493
|
3,763
|
1,349
|
5/30/2003
|
1987
|
440 McLaws Circle
|
Williamsburg
|
VA
|
—
|
1,466
|
17,340
|
216
|
|
—
|
|
—
|
|
1,466
|
17,556
|
19,022
|
2,298
|
6/29/2016
|
1998
|
21717 30th Drive SE
|
Bothell
|
WA
|
—
|
3,012
|
12,582
|
—
|
|
—
|
|
—
|
|
3,012
|
12,582
|
15,594
|
2,175
|
2/14/2013
|
1998
|
21823 30th Drive SE
|
Bothell
|
WA
|
—
|
2,627
|
12,657
|
—
|
|
—
|
|
—
|
|
2,627
|
12,657
|
15,284
|
2,188
|
2/14/2013
|
2000
|
10330 4th Avenue W
|
Everett
|
WA
|
—
|
813
|
6,844
|
116
|
|
(5,976)
|
|
(842)
|
|
113
|
842
|
955
|
7
|
5/1/2015
|
1997
|
516 Kenosia Avenue South
|
Kent
|
WA
|
—
|
1,300
|
8,458
|
2,806
|
|
—
|
|
—
|
|
1,347
|
11,217
|
12,564
|
2,315
|
7/31/2012
|
1971
|
204 N. First Street
|
La Conner
|
WA
|
—
|
321
|
12,368
|
174
|
|
—
|
|
—
|
|
321
|
12,542
|
12,863
|
1,583
|
5/1/2015
|
1998
|
555 16th Avenue
|
Seattle
|
WA
|
—
|
256
|
4,869
|
68
|
|
—
|
|
(513)
|
|
256
|
4,424
|
4,680
|
2,889
|
11/1/1993
|
1964
|
18740 West Bluemound Road
|
Brookfield
|
WI
|
—
|
832
|
3,849
|
4,490
|
|
—
|
|
(1,354)
|
|
832
|
6,985
|
7,817
|
3,573
|
12/28/1990
|
1964
|
3003 West Good Hope Road
|
Glendale
|
WI
|
—
|
1,500
|
33,747
|
—
|
|
—
|
|
—
|
|
1,500
|
33,747
|
35,247
|
8,648
|
9/30/2009
|
1963
|
7007 North Range Line Road
|
Glendale
|
WI
|
—
|
250
|
3,797
|
—
|
|
—
|
|
—
|
|
250
|
3,797
|
4,047
|
973
|
9/30/2009
|
1964
|
215 Washington Street
|
Grafton
|
WI
|
—
|
500
|
10,058
|
—
|
|
—
|
|
—
|
|
500
|
10,058
|
10,558
|
2,577
|
9/30/2009
|
2009
|
N168W22022 Main Street
|
Jackson
|
WI
|
—
|
188
|
5,962
|
498
|
|
—
|
|
—
|
|
192
|
6,456
|
6,648
|
971
|
12/1/2014
|
2005
|
8351 Sheridan Road
|
Kenosha
|
WI
|
—
|
750
|
7,669
|
271
|
|
—
|
|
—
|
|
758
|
7,932
|
8,690
|
2,374
|
1/1/2008
|
2000
|
5601 Burke Road
|
Madison
|
WI
|
—
|
700
|
7,461
|
221
|
|
—
|
|
—
|
|
712
|
7,670
|
8,382
|
2,274
|
1/1/2008
|
2000
|
7707 N. Brookline Drive
|
Madison
|
WI
|
—
|
2,615
|
35,545
|
1,324
|
|
—
|
|
—
|
|
2,631
|
36,853
|
39,484
|
5,143
|
12/1/2014
|
1999 / 2004
|
10803 North Port Washington Road
|
Mequon
|
WI
|
—
|
800
|
8,388
|
597
|
|
—
|
|
(25)
|
|
805
|
8,955
|
9,760
|
2,703
|
1/1/2008
|
1999
|
701 East Puetz Road
|
Oak Creek
|
WI
|
—
|
650
|
18,396
|
1,764
|
|
—
|
|
—
|
|
1,375
|
19,435
|
20,810
|
5,758
|
1/1/2008
|
2001
|
W231 N1440 Corporate Court
|
Pewaukee
|
WI
|
—
|
3,900
|
41,140
|
—
|
|
—
|
|
—
|
|
3,900
|
41,140
|
45,040
|
10,542
|
9/30/2009
|
1994
|
8348 & 8400 Washington Avenue
|
Racine
|
WI
|
—
|
1,150
|
22,436
|
—
|
|
—
|
|
—
|
|
1,150
|
22,436
|
23,586
|
5,749
|
9/30/2009
|
1986
|
1221 North 26th Street
|
Sheboygan
|
WI
|
—
|
300
|
975
|
—
|
|
—
|
|
—
|
|
300
|
975
|
1,275
|
250
|
9/30/2009
|
1987
|
1222 North 23rd Street
|
Sheboygan
|
WI
|
—
|
120
|
4,014
|
—
|
|
—
|
|
—
|
|
120
|
4,014
|
4,134
|
1,029
|
9/30/2009
|
1987
|
2414 Kohler Memorial Drive
|
Sheboygan
|
WI
|
—
|
1,400
|
35,168
|
—
|
|
—
|
|
—
|
|
1,400
|
35,168
|
36,568
|
9,012
|
9/30/2009
|
1986
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
1125 N Edge Trail
|
Verona
|
WI
|
—
|
1,365
|
9,581
|
1,425
|
|
—
|
|
—
|
|
1,365
|
11,006
|
12,371
|
2,118
|
11/1/2013
|
2001
|
1451 Cleveland Avenue
|
Waukesha
|
WI
|
—
|
68
|
3,452
|
4,066
|
|
—
|
|
(438)
|
|
68
|
7,080
|
7,148
|
4,189
|
12/28/1990
|
1958
|
3289 North Mayfair Road
|
Wauwatosa
|
WI
|
—
|
2,300
|
6,245
|
—
|
|
—
|
|
—
|
|
2,300
|
6,245
|
8,545
|
1,600
|
9/30/2009
|
1964
|
5301 West Lincoln Avenue
|
West Allis
|
WI
|
—
|
1,600
|
20,377
|
8,014
|
|
(13,334)
|
|
(7,649)
|
|
857
|
8,151
|
9,008
|
—
|
1/1/2008
|
2001
|
|
|
|
$695,220
|
$772,140
|
$5,858,023
|
$1,039,086
|
|
$(65,019)
|
|
$(142,644)
|
|
$793,123
|
$6,668,463
|
$7,461,586
|
$1,570,801
|
|
|
Properties Held for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
710 North Euclid
|
Anaheim
|
CA
|
—
|
2,850
|
6,964
|
1,419
|
|
(1,536)
|
|
(2,405)
|
|
2,447
|
4,845
|
7,292
|
—
|
7/9/2008
|
1992
|
515 Fairview Avenue
|
Canon City
|
CO
|
—
|
292
|
6,228
|
1,621
|
|
(3,512)
|
|
(420)
|
|
299
|
3,910
|
4,209
|
1,759
|
9/26/1997
|
1970
|
110 West Van Buren Street
|
Colorado Springs
|
CO
|
—
|
245
|
5,236
|
1,948
|
|
(3,031)
|
|
(513)
|
|
245
|
3,640
|
3,885
|
1,647
|
9/26/1997
|
1972
|
2050 South Main Street
|
Delta
|
CO
|
—
|
167
|
3,570
|
951
|
|
—
|
|
(363)
|
|
167
|
4,158
|
4,325
|
2,206
|
9/26/1997
|
1963
|
2501 Little Bookcliff Drive
|
Grand Junction
|
CO
|
—
|
204
|
3,875
|
1,775
|
|
—
|
|
(729)
|
|
207
|
4,918
|
5,125
|
2,836
|
12/30/1993
|
1968
|
2825 Patterson Road
|
Grand Junction
|
CO
|
—
|
173
|
2,583
|
2,606
|
|
—
|
|
(688)
|
|
173
|
4,501
|
4,674
|
2,523
|
12/30/1993
|
1978
|
1599 Ingalls Street
|
Lakewood
|
CO
|
—
|
232
|
3,766
|
3,282
|
|
—
|
|
(605)
|
|
232
|
6,443
|
6,675
|
4,108
|
12/28/1990
|
1972
|
5555 South Elati Street
|
Littleton
|
CO
|
—
|
185
|
5,043
|
3,807
|
|
—
|
|
(717)
|
|
191
|
8,127
|
8,318
|
4,632
|
12/28/1990
|
1965
|
866 North Main Street Extension
|
Wallingford
|
CT
|
—
|
430
|
3,136
|
796
|
|
(2,578)
|
|
(985)
|
|
119
|
680
|
799
|
—
|
12/22/2010
|
1984
|
13200 Nano Court
|
Alachua
|
FL
|
—
|
2,792
|
42,440
|
13
|
|
—
|
|
—
|
|
2,792
|
42,453
|
45,245
|
3,891
|
5/4/2016
|
2016
|
13545 Progress Boulevard
|
Alachua
|
FL
|
—
|
512
|
4,935
|
183
|
|
—
|
|
—
|
|
512
|
5,118
|
5,630
|
1,210
|
6/6/2011
|
2009
|
13631 Progress Boulevard
|
Alachua
|
FL
|
—
|
512
|
4,941
|
106
|
|
—
|
|
—
|
|
512
|
5,047
|
5,559
|
1,132
|
6/6/2011
|
2009
|
13859 Progress Boulevard (5)
|
Alachua
|
FL
|
1,589
|
570
|
4,276
|
444
|
|
—
|
|
—
|
|
570
|
4,720
|
5,290
|
1,064
|
7/26/2011
|
2007
|
Progress Center - Lot 1 Property
|
Alachua
|
FL
|
—
|
165
|
—
|
—
|
|
—
|
|
—
|
|
165
|
—
|
165
|
—
|
6/6/2011
|
N/A
|
Progress Center - Lot 4 Property
|
Alachua
|
FL
|
—
|
331
|
—
|
—
|
|
—
|
|
—
|
|
331
|
—
|
331
|
—
|
6/6/2011
|
N/A
|
Progress Corporate Park Land
|
Alachua
|
FL
|
—
|
4,000
|
—
|
20
|
|
—
|
|
—
|
|
4,020
|
—
|
4,020
|
—
|
8/30/2011
|
N/A
|
2525 First Street
|
Fort Myers
|
FL
|
—
|
2,385
|
21,137
|
19,266
|
|
—
|
|
(69)
|
|
2,577
|
40,142
|
42,719
|
18,311
|
10/1/2012
|
1984
|
1825 Ridgewood Avenue
|
Holly Hill
|
FL
|
—
|
700
|
16,700
|
2,672
|
|
(3,011)
|
|
(4,936)
|
|
668
|
11,457
|
12,125
|
—
|
7/22/2011
|
1926/2006
|
2661 North Boulevard
|
Baton Rouge
|
LA
|
—
|
199
|
1,067
|
55
|
|
(324)
|
|
(133)
|
|
203
|
661
|
864
|
—
|
1/29/2015
|
2000
|
7656 Realtors Avenue
|
Baton Rouge
|
LA
|
—
|
99
|
907
|
—
|
|
(245)
|
|
(111)
|
|
75
|
575
|
650
|
—
|
1/29/2015
|
2005
|
137 Veterans Boulevard
|
Denham Springs
|
LA
|
—
|
228
|
1,536
|
—
|
|
(422)
|
|
(189)
|
|
173
|
980
|
1,153
|
—
|
1/29/2015
|
2007
|
2995 Race Street
|
Jackson
|
LA
|
—
|
30
|
845
|
14
|
|
(215)
|
|
(104)
|
|
22
|
548
|
570
|
—
|
1/29/2015
|
2002
|
24660 Plaza Drive
|
Plaquemine
|
LA
|
—
|
99
|
1,043
|
85
|
|
(297)
|
|
(135)
|
|
134
|
661
|
795
|
—
|
1/29/2015
|
2000
|
17392 Vallee Court
|
Prairieville
|
LA
|
—
|
99
|
837
|
78
|
|
(247)
|
|
(110)
|
|
73
|
584
|
657
|
—
|
1/29/2015
|
2001
|
1 Lincoln Road
|
Hattiesburg
|
MS
|
—
|
1,269
|
11,691
|
416
|
|
(4,189)
|
|
(2,049)
|
|
867
|
6,271
|
7,138
|
—
|
3/22/2013
|
2005
|
510 Centennial Circle
|
North Platte
|
NE
|
—
|
370
|
8,968
|
952
|
|
(1,973)
|
|
(2,907)
|
|
294
|
5,116
|
5,410
|
—
|
2/17/2008
|
1988
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2019
|
|
|
|||||
Address
|
City
|
State
|
Encumbrances (1)
|
Land
|
Buildings,
Improvements &
Equipment
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment (2)
|
|
Land
|
Buildings,
Improvements &
Equipment
|
Total (3)
|
Accumulated
Depreciation (4)
|
Date
Acquired
|
Original
Construction
Date
|
5823 Widewaters Parkway
|
Dewitt
|
NY
|
—
|
600
|
5,004
|
1,618
|
|
(1,030)
|
|
(1,459)
|
|
721
|
4,012
|
4,733
|
—
|
9/30/2011
|
1991
|
4939 Brittonfield Parkway
|
East Syracuse
|
NY
|
—
|
720
|
17,084
|
1,678
|
|
(2,384)
|
|
(5,312)
|
|
952
|
10,834
|
11,786
|
—
|
9/30/2008
|
2001
|
5008 Brittonfield Parkway (5)
|
East Syracuse
|
NY
|
1,426
|
420
|
18,407
|
672
|
|
(2,637)
|
|
(5,393)
|
|
652
|
10,817
|
11,469
|
—
|
7/9/2008
|
1999
|
723 Dresher Road
|
Horsham
|
PA
|
—
|
1,010
|
4,456
|
444
|
|
(2,273)
|
|
—
|
|
590
|
3,047
|
3,637
|
1,001
|
12/22/2010
|
1983
|
6937 N Interstate Hwy 35
|
Austin
|
TX
|
—
|
760
|
5,186
|
486
|
|
—
|
|
—
|
|
820
|
5,612
|
6,432
|
1,222
|
1/26/2011
|
1980
|
6435 S.F.M. 549
|
Heath
|
TX
|
—
|
1,135
|
7,892
|
639
|
|
(396)
|
|
(1,493)
|
|
1,095
|
6,682
|
7,777
|
—
|
12/31/2012
|
2004
|
7150 N. President George Bush Turnpike
|
North Garland
|
TX
|
—
|
1,981
|
8,548
|
612
|
|
(475)
|
|
(1,557)
|
|
1,919
|
7,190
|
9,109
|
—
|
12/31/2012
|
2006
|
301 East Airline Road
|
Victoria
|
TX
|
—
|
99
|
1,635
|
12
|
|
—
|
|
—
|
|
99
|
1,647
|
1,746
|
203
|
1/29/2015
|
1977
|
503 South 18th Street
|
Laramie
|
WY
|
—
|
191
|
3,632
|
1,129
|
|
—
|
|
(666)
|
|
202
|
4,084
|
4,286
|
2,525
|
12/30/1993
|
1964
|
1901 Howell Avenue
|
Worland
|
WY
|
—
|
132
|
2,508
|
1,922
|
|
—
|
|
(520)
|
|
132
|
3,910
|
4,042
|
2,028
|
12/30/1993
|
1970
|
|
|
|
3,015
|
26,186
|
236,076
|
51,721
|
|
(30,775)
|
|
(34,568)
|
|
25,250
|
223,390
|
248,640
|
52,298
|
|
|
|
|
|
$698,235
|
$798,326
|
$6,094,099
|
$1,090,807
|
|
$(95,794)
|
|
$(177,212)
|
|
$818,373
|
$6,891,853
|
$7,710,226
|
$1,623,099
|
|
|
(1)
|
Represents mortgage debts and capital leases, excluding the unamortized balance of fair value adjustments totaling approximately $506.
|
(2)
|
Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP.
|
(3)
|
Aggregate cost for federal income tax purposes is approximately $9,030,197.
|
(4)
|
We depreciate buildings and improvements over periods ranging up to 40 years and equipment over periods ranging up to 12 years.
|
(5)
|
These properties are collateral for our $689,361 of mortgage debts.
|
(6)
|
These properties are subject to our $8,874 of capital leases.
|
|
|
Real Estate and
Equipment
|
|
Accumulated
Depreciation
|
||||
Balance as of December 31, 2016
|
|
$
|
7,617,547
|
|
|
$
|
1,270,716
|
|
Additions
|
|
226,105
|
|
|
193,697
|
|
||
Disposals
|
|
(18,889
|
)
|
|
(9,936
|
)
|
||
Balance as of December 31, 2017
|
|
7,824,763
|
|
|
1,454,477
|
|
||
Additions
|
|
242,270
|
|
|
205,117
|
|
||
Disposals
|
|
(17,923
|
)
|
|
(1,101
|
)
|
||
Impairment
|
|
(46,797
|
)
|
|
—
|
|
||
Cost basis adjustment (1)
|
|
(122,711
|
)
|
|
(122,711
|
)
|
||
Reclassification of assets held for sale
|
|
(3,302
|
)
|
|
(1,390
|
)
|
||
Balance as of December 31, 2018
|
|
7,876,300
|
|
|
1,534,392
|
|
||
Additions
|
|
277,350
|
|
|
221,165
|
|
||
Disposals
|
|
(250,996
|
)
|
|
(54,816
|
)
|
||
Impairment
|
|
(114,786
|
)
|
|
—
|
|
||
Cost basis adjustment (1)
|
|
(77,642
|
)
|
|
(77,642
|
)
|
||
Reclassification of assets held for sale
|
|
(248,640
|
)
|
|
(52,298
|
)
|
||
Balance as of December 31, 2019
|
|
$
|
7,461,586
|
|
|
$
|
1,570,801
|
|
(1)
|
Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP.
|
|
DIVERSIFIED HEALTHCARE TRUST
|
|
|
|
|
|
By:
|
/s/ Jennifer F. (Francis) Mintzer
|
|
|
Jennifer F. (Francis) Mintzer
President and Chief Operating Officer
|
|
|
Dated: March 2, 2020
|
Signature
|
Title
|
Date
|
||||||||||||
|
|
|
||||||||||||
/s/ Jennifer F. (Francis) Mintzer
|
President and Chief Operating Officer
|
March 2, 2020
|
||||||||||||
Jennifer F. (Francis) Mintzer
|
||||||||||||||
|
|
|
||||||||||||
/s/ Richard W. Siedel, Jr.
|
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
|
March 2, 2020
|
||||||||||||
Richard W. Siedel, Jr.
|
||||||||||||||
|
|
|
||||||||||||
/s/ Jennifer B. Clark
|
Managing Trustee
|
March 2, 2020
|
||||||||||||
Jennifer B. Clark
|
|
|||||||||||||
|
|
|
||||||||||||
/s/ John L. Harrington
|
Independent Trustee
|
March 2, 2020
|
||||||||||||
John L. Harrington
|
||||||||||||||
|
|
|
||||||||||||
/s/ Lisa Harris Jones
|
Independent Trustee
|
March 2, 2020
|
||||||||||||
Lisa Harris Jones
|
||||||||||||||
|
|
|
||||||||||||
/s/ Adam D. Portnoy
|
Managing Trustee
|
March 2, 2020
|
||||||||||||
Adam D. Portnoy
|
||||||||||||||
|
|
|
||||||||||||
/s/ Jeffrey P. Somers
|
Independent Trustee
|
March 2, 2020
|
||||||||||||
Jeffrey P. Somers
|
•
|
the general reputation and moral character of the person requesting an exemption;
|
•
|
whether the person’s ownership of shares would be direct or through ownership attribution;
|
•
|
whether the person’s ownership of shares would adversely affect our ability to acquire additional properties or engage in other business; and
|
•
|
whether granting an exemption would adversely affect any of our existing contractual arrangements.
|
•
|
the prohibited owner will receive the lesser of:
|
(1)
|
the price paid by the prohibited owner for the shares or, if the prohibited owner did not give value for the shares in connection with the event causing the shares to be held in the charitable trust, for example, in the case of a gift, devise or other similar transaction, the market price (as defined in our declaration of trust) of the shares on the day of the event causing the shares to be transferred to the charitable trust; and
|
(2)
|
the price per share received by the trustee from the sale or other disposition of the shares held in the charitable trust.
|
•
|
any net sale proceeds in excess of the amount payable to the prohibited owner shall be immediately paid to the charitable beneficiary.
|
•
|
those shares will be deemed to have been sold on behalf of the charitable trust; and
|
•
|
to the extent that the prohibited owner received an amount for those shares that exceeds the amount that the prohibited owner was entitled to receive from a sale by the trustee, the prohibited owner must pay the excess to the trustee upon demand.
|
•
|
the price per share in the transaction that resulted in the transfer to the charitable trust or, in the case of a devise or gift, the market price at the time of the devise or gift; and
|
•
|
the market price on the date we or our designee accepts the offer.
|
•
|
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the trust’s outstanding voting shares; or
|
•
|
an affiliate or associate of the trust who, at any time within the two year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting shares of the trust.
|
•
|
the affirmative vote of at least 80% of the votes entitled to be cast by holders of outstanding voting shares of the trust; and
|
•
|
the affirmative vote of at least two thirds of the votes entitled to be cast by holders of voting shares other than shares held by the interested shareholder with whom or with whose affiliate or associate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.
|
•
|
a classified board;
|
•
|
a two thirds vote requirement for removing a trustee;
|
•
|
a requirement that the number of trustees be fixed only by vote of the trustees;
|
•
|
a requirement that a vacancy on the board be filled only by the remaining trustees in office and for the replacement trustee to serve for the remainder of the full term of the class of trustees in which the vacancy occurred; and
|
•
|
a majority requirement for the calling of a shareholder requested special meeting of shareholders.
|
•
|
one tenth or more but less than one third;
|
•
|
one third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
shares acquired in a merger, consolidation or share exchange if the trust is a party to the transaction; or
|
•
|
acquisitions approved or exempted by a provision in the declaration of trust or bylaws of the trust adopted before the acquisition of shares.
|
•
|
the prohibition in our declaration of trust of any shareholder other than excepted holders and The RMR Group LLC (“RMR LLC”) and its affiliates from owning more than 9.8% in value or in number, whichever is more restrictive, of any class or series of our outstanding shares, including our common shares;
|
•
|
the division of our Trustees into three classes, with the term of one class expiring each year and, in each case, until a successor is elected and qualifies;
|
•
|
shareholder voting rights and standards for the election of Trustees and other matters which generally require larger majorities for approval of actions which are not approved by our Trustees than for actions which are approved by our Trustees;
|
•
|
the authority of our Board of Trustees, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on our Board of Trustees;
|
•
|
the fact that only our Board of Trustees, or if there are no Trustees, our officers, may call shareholder meetings and that shareholders are not entitled to act without a meeting;
|
•
|
required qualifications for an individual to serve as a Trustee and a requirement that certain of our Trustees be Managing Trustees and other Trustees be Independent Trustees;
|
•
|
limitations on the ability of, and various requirements that must be satisfied in order for, our shareholders to propose nominees for election to our Board of Trustees and propose other business to be considered at a meeting of our shareholders;
|
•
|
the requirement that an individual Trustee may be removed only for cause, subject to conditions, by the affirmative vote of the holders of not less than two thirds of our common shares entitled to vote in the election of Trustees or, with or without cause, by the affirmative vote of all the remaining Trustees;
|
•
|
the authority of our Board of Trustees to adopt certain amendments to our declaration of trust without shareholder approval, including the authority to increase or decrease the number of authorized shares, to create new classes or series of shares (including a class or series of shares that could delay or prevent a transaction or a change in our control that might involve a premium for our shares or otherwise be in the best interests of our shareholders), to increase or decrease the number of shares of any class or series, and to classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of our shares or any new class or series of shares created by our Board of Trustees;
|
•
|
the requirement that amendments to our declaration of trust may be made only if approved by a majority of our Trustees;
|
•
|
the business combination provisions of the MGCL, if the applicable resolution of our Board of Trustees is rescinded or if our Board’s approval of a combination is not obtained; and
|
•
|
the control share acquisition provisions of the MGCL, if the provision in our bylaws exempting acquisitions of our shares from such provisions is amended or eliminated.
|
•
|
if we merge out of existence or sell substantially all our assets, the surviving company must be an entity organized under the laws of the United States, any state or the District of Columbia and must agree to be legally responsible for the 2042 Notes;
|
•
|
immediately after the merger, sale of assets or other transaction, we may not be in default under the 2042 Notes Indenture. A default for this purpose would include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded; and
|
•
|
immediately after the merger, sale of assets or other transaction, we or the successor entity could incur at least $1.00 of Debt in accordance with the 2042 Notes Indenture covenants limiting the incurrence of Debt.
|
•
|
we are the surviving entity or, in case we consolidate with or merge into another person, the person formed by such consolidation or merger is, or in case we convey, transfer or lease all or substantially all of our properties and assets to any person, such acquiring person is, an entity organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes, by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all applicable 2046 Notes issued under the 2046 Notes Indenture and the performance or observance of every covenant of the 2046 Notes Indenture on our part to be performed or observed;
|
•
|
immediately after giving effect to such transaction, and treating any indebtedness which becomes an obligation of us or any of our Subsidiaries as a result of such transaction as having been incurred by us or such Subsidiary at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, in each case under the 2046 Notes Indenture, has happened and is continuing; and
|
•
|
we have delivered to the Trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the 2046 Notes Indenture provisions described in this paragraph and that all conditions precedent provided for in the 2046 Notes Indenture relating to such transaction have been complied with.
|
•
|
we or one of our Significant Subsidiaries, if any, experiences specified events of bankruptcy, insolvency or reorganization.
|
•
|
we remain in breach of any other covenant of the 2042 Notes Indenture (other than a covenant added to the 2042 Notes Indenture solely for the benefit of series of debt other than the 2042 Notes) for 60 days after we receive a notice of default stating we are in breach. Either the Trustee or holders of at least a majority in principal amount of the outstanding 2042 Notes may send the notice;
|
•
|
final judgments or orders aggregating in excess of $20 million (exclusive of amounts covered by insurance) are entered against us or our Subsidiaries and are not paid, discharged or stayed for a period of 60 days; or
|
•
|
we default under any of our other indebtedness in an aggregate principal amount exceeding $20 million after the expiration of any applicable grace period, which default results in the acceleration of the maturity of such indebtedness. Such default is not an event of default if the other indebtedness is discharged, or the acceleration is rescinded or annulled, within a period of 10 days after we receive notice specifying the default and requiring that we discharge the other indebtedness or cause the acceleration to be rescinded or annulled. Either the Trustee or the holders of at least 25% in principal amount of the outstanding 2042 Notes may send the notice.
|
•
|
we remain in breach of any other covenant of the 2046 Notes Indenture with respect to the 2046 Notes (not including a covenant added to the 2046 Notes Indenture solely for the benefit of a series of debt other than the 2046 Notes) for 60 days after we receive a notice of default stating we are in breach and requiring that it
|
•
|
we default under any of our other indebtedness in an aggregate principal amount exceeding $50 million after the expiration of any applicable grace period, which default results in the acceleration of the maturity of such indebtedness; such default is not an event of default if the other indebtedness is discharged, or the acceleration is rescinded or annulled, within a period of 10 days after we receive notice specifying the default and requiring that we discharge the other indebtedness or cause the acceleration to be rescinded or annulled; only the Trustee or holders of more than 25% in aggregate principal amount of the outstanding 2046 Notes may send the notice.
|
•
|
the holder must give the Trustee written notice that an event of default has occurred and is continuing;
|
•
|
the holders of at least a majority in principal amount of all outstanding Notes of the relevant series must make a written request that the Trustee take action because of the default and must offer reasonable indemnity to the Trustee against the cost and other liabilities of taking that action; and
|
•
|
the Trustee must have not taken action for 60 days after receipt of the notice, request and offer of indemnity and must have not received from the holders of a majority in principal amount of all outstanding Notes of the relevant series other conflicting directions within such 60 day period.
|
•
|
change the stated maturity of the principal of, or interest on, the Notes;
|
•
|
reduce the principal of, or the rate of interest on, the Notes;
|
•
|
reduce the amount of any premium due upon redemption;
|
•
|
reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity;
|
•
|
change the currency or place of payment on the Notes;
|
•
|
impair a holder’s right to sue for payment on or after the stated maturity of the applicable Notes;
|
•
|
reduce the percentage of holders of Notes whose consent is needed to modify or amend an Indenture;
|
•
|
reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of an Indenture or certain defaults and their consequences;
|
•
|
waive past defaults in the payment of principal of or premium, if any, or interest on the Notes or in respect of any covenant or provision that cannot be modified or amended without the approval of each holder of the applicable Notes; or
|
•
|
modify any of the foregoing provisions.
|
•
|
to evidence the assumption by a successor obligor of our obligations;
|
•
|
to add to our covenants for the benefit of holders of the Notes of all or any series or to surrender any right or power conferred upon us;
|
•
|
to add any additional events of default for the benefit of holders of all or any series of Notes;
|
•
|
to add to or change any provisions necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form;
|
•
|
to add to, change or eliminate any of the provisions, so long as such addition, change or elimination does not apply to any Notes entitled to the benefit of such provision or modify the rights of the holder of any such Notes with respect to such provision or such addition, change or elimination only becomes effective when there is no such Notes outstanding; or
|
•
|
to change anything that does not adversely affect the interests of the holders of the Notes in any material respect.
|
•
|
to add guarantees of or to secure the 2046 Notes;
|
•
|
to establish the forms or terms of the 2046 Notes;
|
•
|
to evidence and provide for the acceptance of appointment of a successor trustee;
|
•
|
to cure any ambiguity, to correct or supplement any provision in the 2046 Notes Indenture which may be defective or inconsistent with any other provision contained therein or to conform the terms of the 2046 Notes Indenture that are applicable to the 2046 Notes to the description of the terms of the 2046 Notes in the prospectus supplement applicable to the 2046 Notes at the time of initial sale thereof;
|
•
|
to permit or facilitate the defeasance or satisfaction and discharge of the 2046 Notes; provided that such action does not adversely affect the interests of any holder of the 2046 Notes in any material respect;
|
•
|
to prohibit the authentication and delivery of additional series of debt securities;
|
•
|
to add to or change or eliminate any provision as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act of 1939, as amended; or
|
•
|
to comply with the rules of any applicable depositary.
|
•
|
we must deposit in trust for the benefit of all direct holders of the debt securities a combination of money or U.S. government agency notes or bonds (or, in some circumstances, depositary receipts representing these notes or bonds) that will generate enough cash to satisfy all interest, principal and any other payment obligations on the debt securities on their various due dates;
|
•
|
the current U.S. federal income tax law must be changed or an IRS ruling must be issued permitting us to make the deposit described above, without causing the holders to be taxed on the 2042 Notes any differently than if we did not make the deposit and instead repaid the 2042 Notes ourselves. Under current U.S. federal income tax law, the deposit and our legal release from the 2042 Notes would be treated as though we took back the holders’ 2042 Notes and gave the holders a share of the cash and notes or bonds deposited in trust. Under such circumstances, the holders could recognize gain or loss on the 2042 Notes the holders were deemed to have returned to us; and
|
•
|
we must deliver to the trustee a legal opinion confirming the U.S. federal income tax law change or IRS ruling described above.
|
•
|
we must irrevocably deposit (or cause to be deposited), in trust, for the benefit of all direct holders of the 2046 Notes money or government obligations (or, in some circumstances, depository receipts representing such government obligations), or a combination thereof, that will provide funds in an amount sufficient to pay the 2046 Notes, including any premium and interest on the 2046 Notes at their stated maturity or applicable redemption date (a “government obligation” for these purposes means securities that are not callable or redeemable at the option of the issuer thereof and are (1) direct obligations of the government that issued the currency in which such series is denominated (or, if such series is denominated in euros, the direct obligations of any government that is a member of the European Monetary Union) for the payment of which its full faith and credit is pledged or (2) obligations
|
•
|
we must deliver to the Trustee a legal opinion stating that the current U.S. federal income tax law has changed or an IRS ruling has been issued, in each case to the effect that holders of the outstanding 2046 Notes will not recognize gain or loss for federal income tax purposes as a result of such full defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such full defeasance had not occurred.
|
•
|
the holders’ right to receive payments from the trust when payments are due;
|
•
|
our obligations relating to registration and transfer of Notes and lost or mutilated certificates; and
|
•
|
our obligations to maintain a payment office and to hold moneys for payment in trust.
|
•
|
most of the covenants applicable to such series of Notes and any events of default for failure to comply with those covenants; and
|
•
|
any subordination provisions.
|
•
|
will not be entitled to have the applicable Notes represented by a registered global security registered in their names;
|
•
|
will not receive or be entitled to receive physical delivery of the applicable Notes in the definitive form; and
|
•
|
will not be considered the owners or holders of the applicable Notes under the applicable Indenture.
|
(1)
|
borrowed money or evidenced by bonds, notes, debentures or similar instruments;
|
(2)
|
indebtedness for borrowed money secured by any encumbrance existing on property owned by the Company or any Subsidiary, to the extent of the lesser of (x) the amount of indebtedness so secured or (y) the fair market value of the property subject to such encumbrance;
|
(1)
|
borrowed money or evidenced by bonds, notes, debentures or similar instruments;
|
(2)
|
indebtedness for borrowed money secured by any Encumbrance existing on property owned by the Company or any Subsidiary, to the extent of the lesser of (x) the amount of indebtedness so secured or (y) the fair market value of the property subject to such Encumbrance;
|
(3)
|
the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued (other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness of the Company or any Subsidiary otherwise reflected as Debt hereunder) or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable, or all conditional sale obligations or obligations under any title retention agreement;
|
(4)
|
the principal amount of all obligations of the Company or any Subsidiary with respect to redemption, repayment or other repurchase of any Disqualified Stock; or
|
(5)
|
any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet as a capitalized lease in accordance with GAAP;
|
By:
|
/s/ Katherine E. Potter
|
1.
|
Management Agreement for Morningside of Nevada, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant II, Inc.
|
2.
|
Management Agreement for Morningside of Fayetteville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
3.
|
Management Agreement for Morningside of Springdale, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
4.
|
Management Agreement for Morningside of Pekin, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
5.
|
Management Agreement for Morningside of Sterling, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
6.
|
Management Agreement for Morningside of Branson, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
7.
|
Management Agreement for Morningside of Springfield, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
8.
|
Management Agreement for Morningside of Jonesboro, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
9.
|
Management Agreement for Morningside of Washington, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
10.
|
Management Agreement for Morningside of Chesterfield Village, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL AIMO Tenant, Inc.
|
11.
|
Management Agreement for Morningside of Vestavia Hills, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL Crimson Tenant Inc.
|
12.
|
Management Agreement for Gardens of Shiloh Point, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL Cumming Tenant LLC.
|
13.
|
Management Agreement for Morningside of Alpharetta, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL Georgia Tenant LLC.
|
14.
|
Management Agreement for Eagles Landing Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL Georgia Tenant LLC.
|
15.
|
Management Agreement for Gardens of Fayetteville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL Georgia Tenant LLC.
|
16.
|
Management Agreement for Gardens of Gainesville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL Georgia Tenant LLC.
|
17.
|
Management Agreement for Amber Ridge Memory Care, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL TRS, Inc.
|
18.
|
Management Agreement for The Lodge Assisted Living and Memory Care, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL TRS, Inc.
|
19.
|
Management Agreement for Morningside of Godfrey, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL TRS, Inc.
|
20.
|
Management Agreement for Amber Ridge Assisted Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL TRS, Inc.
|
21.
|
Management Agreement for Five Star Residences of Dayton Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL TRS, Inc.
|
22.
|
Management Agreement for The Forum at Town Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL TRS, Inc.
|
23.
|
Management Agreement for Morningside of Wilmington, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AL Wilmington Tenant Inc.
|
24.
|
Management Agreement for The Forum at Desert Harbor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AZ Tenant LLC.
|
25.
|
Management Agreement for The Forum at Tucson, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AZ Tenant LLC.
|
26.
|
Management Agreement for The Forum at Pueblo Norte (including Pueblo Norte Senior Living Community and Forum Pueblo Norte Assisted Living), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH AZ Tenant LLC.
|
27.
|
Management Agreement for Morningside of Cullman, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH BAMA Tenant LLC.
|
28.
|
Management Agreement for Morningside of Madison, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH BAMA Tenant LLC.
|
29.
|
Management Agreement for Morningside of Sheffield, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH BAMA Tenant LLC.
|
30.
|
Management Agreement for Morningside of Riverchase (f/k/a. Ashton Gables in Riverchase), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH BAMA Tenant LLC.
|
31.
|
Management Agreement for Lakeview Estates, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH BAMA Tenant LLC.
|
32.
|
Management Agreement for Five Star Premier Residences of Boca Raton, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH BRFL Tenant LLC.
|
33.
|
Management Agreement for Somerford Place - Encinitas, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
34.
|
Management Agreement for Leisure Pointe, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
35.
|
Management Agreement for Somerford Place - Fresno, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
36.
|
Management Agreement for Somerford Place - Redlands, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
37.
|
Management Agreement for Somerford Place - Roseville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
38.
|
Management Agreement for Rio Las Palmas, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
39.
|
Management Agreement for Remington Club (including Remington Club I & II and Remington Club Health Center), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
40.
|
Management Agreement for Somerford Place - Stockton, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CAL Tenant LLC.
|
41.
|
Management Agreement for Tiffany Court, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CALI Tenant LLC.
|
42.
|
Management Agreement for Somerford Place of Northridge, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CALI Tenant LLC.
|
43.
|
Management Agreement for Five Star Premier Residences of Chevy Chase, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CCMD Tenant LLC.
|
44.
|
Management Agreement for Mantey Heights Rehabilitation and Care Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CO Tenant LLC.
|
45.
|
Management Agreement for Cherrelyn Healthcare Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CO Tenant LLC.
|
46.
|
Management Agreement for Skyline Ridge Nursing and Rehabilitation Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CO Tenant LLC.
|
47.
|
Management Agreement for Willow Tree Care Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CO Tenant LLC.
|
48.
|
Management Agreement for Cedars Healthcare Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CO Tenant LLC.
|
49.
|
Management Agreement for Springs Village Care Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CO Tenant LLC.
|
50.
|
Management Agreement for La Villa Grande Care Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH CO Tenant LLC.
|
51.
|
Management Agreement for Somerford House and Place of Newark (including Somerford House and Somerford Place), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH DEL Tenant LLC.
|
52.
|
Management Agreement for Millcroft (including Millcroft Retirement Community), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH DEL Tenant LLC.
|
53.
|
Management Agreement for Shipley Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH DEL Tenant LLC.
|
54.
|
Management Agreement for Forwood Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH DEL Tenant LLC.
|
55.
|
Management Agreement for Foulk Manor South, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH DEL Tenant LLC.
|
56.
|
Management Agreement for Foulk Manor North, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH DEL Tenant LLC.
|
57.
|
Management Agreement for Ashwood Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
58.
|
Management Agreement for Morningside of Bowling Green, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
59.
|
Management Agreement for Morningside of Paducah, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
60.
|
Management Agreement for Morningside of Hopkinsville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
61.
|
Management Agreement for Lafayette at Country Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
62.
|
Management Agreement for Lexington Country Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
63.
|
Management Agreement for The Forum at Brookside, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
64.
|
Management Agreement for Morningside of Mayfield, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
65.
|
Management Agreement for The Neighborhood of Somerset, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Derby Tenant LLC.
|
66.
|
Management Agreement for Tuscany Villa of Naples, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
67.
|
Management Agreement for Park Summit at Coral Springs, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
68.
|
Management Agreement for The Palms of St. Lucie West, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
69.
|
Management Agreement for Fountainview, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
70.
|
Management Agreement for Forum at Deer Creek, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
71.
|
Management Agreement for Springwood Court, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
72.
|
Management Agreement for Coral Oaks, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
73.
|
Management Agreement for The Court at Palm Aire, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH FLA Tenant LLC.
|
74.
|
Management Agreement for Eastside Gardens, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
75.
|
Management Agreement for Morningside of Columbus, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
76.
|
Management Agreement for Morningside of Dalton, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
77.
|
Management Agreement for Morningside of Evans, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
78.
|
Management Agreement for Morningside of Conyers, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
79.
|
Management Agreement for Morningside of Gainesville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
80.
|
Management Agreement for Morningside of Macon, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
81.
|
Management Agreement for Morningside of Savannah, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
82.
|
Management Agreement for Morningside of Athens, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
83.
|
Management Agreement for Northlake Gardens, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
84.
|
Management Agreement for Savannah Square (including Savannah Square Health Center and Palmetto Inn), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Georgia Tenant LLC.
|
85.
|
Amended and Restated Management Agreement for Granite Gate Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Granite Gate Tenant LLC.
|
86.
|
Management Agreement for Granite Gate Lands, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Granite Gate Lands Tenant LLC.
|
87.
|
Management Agreement for Terrace at Grove Park, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Grove Park Tenant LLC.
|
88.
|
Management Agreement for Fox Ridge Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
89.
|
Management Agreement for Jefferson Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
90.
|
Management Agreement for McKay Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
91.
|
Management Agreement for Northwood Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
92.
|
Management Agreement for Oak Woods Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
93.
|
Management Agreement for Park Square Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
94.
|
Management Agreement for Smith Farm Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
95.
|
Management Agreement for Sycamore Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
96.
|
Management Agreement for Meadowood Retirement Community (including Meadowood Health Pavilion), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
97.
|
Management Agreement for Forum at the Crossing, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH INDY Tenant LLC.
|
98.
|
Management Agreement for Crimson Pointe, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Lincoln Tenant LLC.
|
99.
|
Management Agreement for Brenden Gardens, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Lincoln Tenant LLC.
|
100.
|
Management Agreement for Morningside of Shiloh, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Lincoln Tenant LLC.
|
101.
|
Management Agreement for Morningside of Troy, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Lincoln Tenant LLC.
|
102.
|
Management Agreement for The Haven and The Laurels in Stone Oak, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
103.
|
Management Agreement for The Forum at Memorial Woods (including The Forum at Memorial Woods Healthcare Center), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
104.
|
Management Agreement for Heritage Place at Boerne, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
105.
|
Management Agreement for Heritage Place at Fredericksburg, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
106.
|
Management Agreement for The Forum at Park Lane (including Healthcare Center at the Forum at Park Lane), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
107.
|
Management Agreement for The Forum at Lincoln Heights, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
108.
|
Management Agreement for The Forum at the Woodlands, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
109.
|
Management Agreement for The Montevista at Coronado, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
110.
|
Management Agreement for Five Star Premier Residences of Dallas, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
111.
|
Management Agreement for Overture at Plano, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Longhorn Tenant LLC.
|
112.
|
Management Agreement for The Gables at Winchester, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MASS Tenant LLC.
|
113.
|
Management Agreement for Somerford Place - Annapolis, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
114.
|
Management Agreement for Somerford Place - Columbia, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
115.
|
Management Agreement for Aspenwood, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
116.
|
Management Agreement for HeartFields at Easton, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
117.
|
Management Agreement for Somerford Place and Somerford House - Frederick (including Somerford House - Frederick), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
118.
|
Management Agreement for Somerford Place and Somerford House - Hagerstown (including Somerford House - Hagerstown), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
119.
|
Management Agreement for HeartFields at Bowie, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
120.
|
Management Agreement for HeartFields at Frederick, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
121.
|
Management Agreement for Heartlands Senior Living Village at Ellicott City, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
122.
|
Management Agreement for Heartlands at Severna Park, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MD Tenant LLC.
|
123.
|
Management Agreement for College View Manor Retirement Residence, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH MO Tenant LLC.
|
124.
|
Management Agreement for The Haven in Highland Creek, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
125.
|
Management Agreement for The Laurels in Highland Creek, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
126.
|
Management Agreement for The Haven in the Village at Carolina Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
127.
|
Management Agreement for The Laurels in the Village at Carolina Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
128.
|
Management Agreement for Landing at Parkwood, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
129.
|
Management Agreement for Parkwood Village, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
130.
|
Management Agreement for HeartFields at Cary, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
131.
|
Management Agreement for McCarthy Court II, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
132.
|
Management Agreement for Home Place of New Bern, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
133.
|
Management Agreement for McCarthy Court I, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
134.
|
Management Agreement for Morningside of Concord, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
135.
|
Management Agreement for Morningside of Gastonia, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
136.
|
Management Agreement for Morningside of Raleigh, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NC Tenant LLC.
|
137.
|
Management Agreement for Westgate Assisted Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Neb Tenant LLC.
|
138.
|
Management Agreement for Centennial Park Retirement Village, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Neb Tenant LLC.
|
139.
|
Management Agreement for Leisure Park (including Brighton Gardens of Leisure Park, Leisure Park Health Center and Leisure Park Special Care Center), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NJ Tenant LLC.
|
140.
|
Management Agreement for Cherry Hill Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NJ Tenant LLC.
|
141.
|
Management Agreement for Mt Arlington Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NJ Tenant LLC.
|
142.
|
Management Agreement for The Montebello on Academy, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH NM Tenant LLC.
|
143.
|
Management Agreement for Five Star Residences of North Woods, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Northwoods Tenant LLC.
|
144.
|
Management Agreement for Forum at Knightsbridge (including Healthcare Center at the Forum), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH OHIO Tenant LLC.
|
145.
|
Management Agreement for Hermitage Gardens at Oxford, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH OMISS Tenant LLC.
|
146.
|
Management Agreement for Hermitage Gardens at Southaven, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH OMISS Tenant LLC.
|
147.
|
Amended and Restated Management Agreement for Park Place of Fountain City, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Park Place Tenant I LLC.
|
148.
|
Amended and Restated Management Agreement for Park Place of West Knoxville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Park Place Tenant II LLC.
|
149.
|
Management Agreement for Mount Vernon of South Park, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
150.
|
Management Agreement for Overlook Green, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
151.
|
Management Agreement for Franciscan Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
152.
|
Management Agreement for Mount Vernon of Elizabeth, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
153.
|
Management Agreement for Clarks Summit Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
154.
|
Management Agreement for Glen Mills Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
155.
|
Management Agreement for Exton Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
156.
|
Management Agreement for Tiffany Court at Kingston, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
157.
|
Management Agreement for NewSeasons at New Britain, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Penn Tenant LLC.
|
158.
|
Management Agreement for Five Star Premier Residences of Plantation, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH PLFL Tenant LLC.
|
159.
|
Management Agreement for The Haven in the Summit, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
160.
|
Management Agreement for The Haven in the Village at Chanticleer, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
161.
|
Management Agreement for Morningside of Beaufort, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
162.
|
Management Agreement for Morningside of Camden, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
163.
|
Management Agreement for Morningside of Hartsville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
164.
|
Management Agreement for Morningside of Lexington, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
165.
|
Management Agreement for Morningside of Orangeburg, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
166.
|
Management Agreement for Morningside of Seneca, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
167.
|
Management Agreement for Myrtle Beach Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
168.
|
Management Agreement for Morningside of Anderson, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
169.
|
Management Agreement for Morningside of Greenwood, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
170.
|
Management Agreement for Sweetgrass Court (including Sweetgrass Court Senior Living Community), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
171.
|
Management Agreement for Sweetgrass Village (including Sweetgrass Village Assisted Living Community), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SC Tenant LLC.
|
172.
|
Management Agreement for Ashley River Plantation, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Ashley River Tenant LLC.
|
173.
|
Management Agreement for Barrington Terrace at Boynton Beach, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Barrington Boynton Tenant LLC.
|
174.
|
Management Agreement for Home Place of Burlington, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Burlington Tenant LLC.
|
175.
|
Management Agreement for Summit Place of Daniel Island, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Daniel Island Tenant LLC.
|
176.
|
Management Agreement for Habersham House, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Habersham Savannah Tenant LLC.
|
177.
|
Management Agreement for Riviera, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Holly Hill Tenant LLC.
|
178.
|
Management Agreement for Summit Place of Kings Mountain, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Kings Mtn Tenant LLC.
|
179.
|
Management Agreement for Summit Place of Mooresville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Mooresville Tenant LLC.
|
180.
|
Management Agreement for Summit Place of North Myrtle Beach, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE N. Myrtle Beach Tenant LLC.
|
181.
|
Management Agreement for The Palms of Mt. Pleasant, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE SG Tenant LLC.
|
182.
|
Management Agreement for Seasons at Southpoint, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
183.
|
Management Agreement for Summit Place of South Park, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
184.
|
Management Agreement for Summit Place of Beaufort, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
185.
|
Management Agreement for Palms of Lake Spivey, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
186.
|
Management Agreement for Lexington Manor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
187.
|
Management Agreement for Five Star Premier Residences of Pompano, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
188.
|
Management Agreement for Five Star Premier Residences of Hollywood, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
189.
|
Management Agreement for Five Star Premier Residences of Reno, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
190.
|
Management Agreement for The Terrace at Priceville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
191.
|
Management Agreement for The Gardens of Scottsdale, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
192.
|
Management Agreement for The Gardens of Sun City, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
193.
|
Management Agreement for The Gardens of Virginia Beach, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
194.
|
Management Agreement for Calusa Harbor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
195.
|
Management Agreement for The Gardens of Port St. Lucie, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
196.
|
Management Agreement for The Gardens of Bellaire, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
197.
|
Management Agreement for The Horizon Club, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
198.
|
Management Agreement for Stratford Court of Palm Harbor, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
199.
|
Management Agreement for Church Creek, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
200.
|
Management Agreement for Fieldstone Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
201.
|
Management Agreement for Gateway Gardens and Villa, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
202.
|
Management Agreement for Gracemont Assisted Living and Memory Care and The Villas at Willow Lake, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
203.
|
Management Agreement for Cameron Hall (Canton), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
204.
|
Management Agreement for Cameron Hall (Ellijay), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
205.
|
Management Agreement for Chandler House, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
206.
|
Management Agreement for Willow Pointe, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
207.
|
Management Agreement for Coventry Village, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
208.
|
Management Agreement for Jackson Crossings, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
209.
|
Management Agreement for Overlook at Cedarcrest, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
210.
|
Management Agreement for Villa Valencia, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH SE Tenant TRS, Inc.
|
211.
|
Management Agreement for Five Star Premier Residences of Teaneck, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Teaneck Tenant LLC.
|
212.
|
Management Agreement for The Neighborhood at Tellico Village, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Tellico Tenant LLC.
|
213.
|
Management Agreement for Walking Horse Meadow, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
214.
|
Management Agreement for Morningside of Belmont, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
215.
|
Management Agreement for Morningside of Gallatin, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
216.
|
Management Agreement for Morningside of Cleveland, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
217.
|
Management Agreement for Morningside of Cookeville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
218.
|
Management Agreement for Morningside of Franklin, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
219.
|
Management Agreement for Morningside of Jackson, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
220.
|
Management Agreement for Williamsburg Villas, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
221.
|
Management Agreement for Morningside of Paris, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH TENN Tenant LLC.
|
222.
|
Management Agreement for The Forum at Overland Park, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Toto Tenant LLC.
|
223.
|
Management Agreement for Overland Park Place, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Toto Tenant LLC.
|
224.
|
Management Agreement for Brandon Woods at Alvamar, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Toto Tenant LLC.
|
225.
|
Management Agreement for Dominion Village of Chesapeake, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
226.
|
Management Agreement for Dominion Village of Williamsburg, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
227.
|
Management Agreement for Talbot Park, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
228.
|
Management Agreement for The Reserve at Greenbrier, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
229.
|
Management Agreement for HeartFields at Fredericksburg, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
230.
|
Management Agreement for Morningside of Charlottesville, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
231.
|
Management Agreement for Morningside of Newport News, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
232.
|
Management Agreement for Morningside of Bellgrade, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
233.
|
Management Agreement for Dominion Village of Poquoson, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
234.
|
Management Agreement for Morningside in the West End (including Morningside at Skipwith (West End)), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
235.
|
Management Agreement for Morningside of Williamsburg, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH VA Tenant LLC.
|
236.
|
Management Agreement for Wellstead of Rogers and Diamondcrest Senior Living, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Viking Tenant LLC.
|
237.
|
Management Agreement for Brookfield Rehabilitation and Specialty Care Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WIS Tenant LLC.
|
238.
|
Management Agreement for Meadowmere-Madison Assisted Living (including Meadowmre-Madison), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WIS Tenant LLC.
|
239.
|
Management Agreement for Meadowmere-Southport Assisted Living (including Meadowmere-Southport), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WIS Tenant LLC.
|
240.
|
Management Agreement for Meadowmere and Mitchell Manor West Allis (including Meadowmere West Allis, Mitchell Manor and Mitchell Manor - West Allis), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WIS Tenant LLC.
|
241.
|
Management Agreement for Manorpointe-Oak Creek Independent Senior Apartments and Meadowmere/Mitchell Manor-Oak Creek Assisted Living (including Manorpointe Apartments, Meadowmere - Oak Creek and Mitchell Manor Oak Creek), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WIS Tenant LLC.
|
242.
|
Management Agreement for Virginia Health and Rehabilitation Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WIS Tenant LLC.
|
243.
|
Management Agreement for Meadowmere-Northshore Assisted Living (including Meadowmre-Northshore), dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WIS Tenant LLC.
|
244.
|
Management Agreement for Laramie Care Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WY Tenant LLC.
|
245.
|
Management Agreement for Worland Healthcare and Rehabilitation Center, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH WY Tenant LLC.
|
246.
|
Management Agreement for Five Star Premier Residences of Yonkers, dated as of January 1, 2020, by and between FVE Managers, Inc. and SNH Yonkers Tenant Inc.
|
Name
|
|
State of Formation,
Organization or Incorporation |
CCC Alpha Investments Trust
|
|
Maryland
|
CCC Delaware Trust
|
|
Maryland
|
CCC Financing I Trust
|
|
Maryland
|
CCC Financing Limited, L.P.
|
|
Delaware
|
CCC Investments I, L.L.C.
|
|
Delaware
|
CCC Leisure Park Corporation
|
|
Delaware
|
CCC of Kentucky Trust
|
|
Maryland
|
CCC Pueblo Norte Trust
|
|
Maryland
|
CCC Retirement Communities II, L.P.
|
|
Delaware
|
CCC Retirement Partners Trust
|
|
Maryland
|
CCC Retirement Trust
|
|
Maryland
|
CCDE Senior Living LLC
|
|
Delaware
|
CCOP Senior Living LLC
|
|
Delaware
|
Crestline Ventures LLC
|
|
Delaware
|
CSL Group, Inc.
|
|
Indiana
|
DHC Holdings LLC
|
|
Maryland
|
Ellicott City Land I, LLC
|
|
Delaware
|
HRES1 Properties Trust
|
|
Maryland
|
HRES2 Properties Trust
|
|
Maryland
|
Leisure Park Venture Limited Partnership
|
|
Delaware
|
Lexington Office Realty Trust (Nominee Trust)
|
|
Massachusetts
|
MSD Pool 1 LLC
|
|
Maryland
|
MSD Pool 2 LLC
|
|
Maryland
|
O.F.C. Corporation
|
|
Indiana
|
RSA Healthcare, Inc.
|
|
Tennessee
|
Seaport Innovation LLC
|
|
Delaware
|
SNH 30 Newcrossing Inc.
|
|
Maryland
|
SNH AL AIMO II, Inc.
|
|
Maryland
|
SNH AL AIMO Tenant II, Inc.
|
|
Maryland
|
SNH AL AIMO Tenant, Inc.
|
|
Maryland
|
SNH AL AIMO, Inc.
|
|
Maryland
|
SNH AL Crimson Tenant Inc.
|
|
Maryland
|
SNH AL Cumming LLC
|
|
Maryland
|
SNH AL Cumming Tenant LLC
|
|
Maryland
|
SNH AL Georgia Holdings LLC
|
|
Maryland
|
SNH AL Georgia LLC
|
|
Maryland
|
SNH AL Georgia Tenant LLC
|
|
Maryland
|
SNH AL Properties LLC
|
|
Maryland
|
SNH AL Properties Trust
|
|
Maryland
|
SNH AL TRS, Inc.
|
|
Maryland
|
SNH AL Wilmington Tenant Inc.
|
|
Maryland
|
SNH Alpharetta LLC
|
|
Delaware
|
SNH ALT Leased Properties Trust
|
|
Maryland
|
SNH AZ Tenant LLC
|
|
Maryland
|
SNH Bakersfield LLC
|
|
Maryland
|
SNH BAMA Tenant LLC
|
|
Maryland
|
SNH Baton Rouge (North) LLC
|
|
Delaware
|
SNH Baton Rouge (Realtors) LLC
|
|
Delaware
|
SNH Blaine Inc.
|
|
Maryland
|
SNH BRFL Properties LLC
|
|
Delaware
|
SNH BRFL Tenant LLC
|
|
Delaware
|
SNH Bridgewater LLC
|
|
Delaware
|
SNH CAL Tenant LLC
|
|
Maryland
|
SNH CALI Tenant LLC
|
|
Delaware
|
SNH Carlsbad LP
|
|
Delaware
|
SNH CCMD Properties Borrower LLC
|
|
Delaware
|
SNH CCMD Properties LLC
|
|
Delaware
|
SNH CCMD Tenant LLC
|
|
Delaware
|
SNH CHS Properties Trust
|
|
Maryland
|
SNH Clear Brook LLC
|
|
Delaware
|
SNH Clear Creek Properties Trust
|
|
Maryland
|
SNH Concord LLC
|
|
Delaware
|
SNH CO Tenant LLC
|
|
Maryland
|
SNH DEL Tenant LLC
|
|
Maryland
|
SNH Denham Springs LLC
|
|
Delaware
|
SNH Derby Tenant LLC
|
|
Maryland
|
SNH Durham LLC
|
|
Delaware
|
SNH Fan Pier Garage LLC
|
|
Maryland
|
SNH Fan Pier Holding Trust
|
|
Maryland
|
SNH Fan Pier Inc.
|
|
Maryland
|
SNH FLA Tenant LLC
|
|
Maryland
|
SNH FM Financing LLC
|
|
Delaware
|
SNH FM Financing Trust
|
|
Maryland
|
SNH Georgia Tenant LLC
|
|
Maryland
|
SNH Glenview (Patriot) LLC
|
|
Delaware
|
SNH GP Carlsbad LLC
|
|
Delaware
|
SNH GP Valencia LLC
|
|
Delaware
|
SNH Granite Gate Inc.
|
|
Maryland
|
SNH Granite Gate Lands Tenant LLC
|
|
Maryland
|
SNH Granite Gate Lands Trust
|
|
Maryland
|
SNH Granite Gate Tenant LLC
|
|
Maryland
|
SNH Grove Park Tenant LLC
|
|
Maryland
|
SNH Grove Park Trust
|
|
Maryland
|
SNH Harrisburg LLC
|
|
Delaware
|
SNH IL Joplin Inc.
|
|
Maryland
|
SNH IL Properties Trust
|
|
Maryland
|
SNH Independence Park LLC
|
|
Delaware
|
SNH INDY Tenant LLC
|
|
Maryland
|
SNH Jackson LLC
|
|
Delaware
|
SNH Kent Properties LLC
|
|
Maryland
|
SNH Lincoln Tenant LLC
|
|
Maryland
|
SNH Longhorn Tenant LLC
|
|
Maryland
|
SNH Liberty Plaza II Inc.
|
|
Maryland
|
SNH LTF Properties LLC
|
|
Maryland
|
SNH Maryland Heights LLC
|
|
Delaware
|
SNH MASS Tenant LLC
|
|
Maryland
|
SNH MD Tenant LLC
|
|
Maryland
|
SNH Medical Office Properties LLC
|
|
Delaware
|
SNH Medical Office Properties Trust
|
|
Maryland
|
SNH Medical Office Realty Trust (Nominee Trust)
|
|
Massachusetts
|
SNH MEZ LLC
|
|
Delaware
|
SNH MezzCo San Antonio LLC
|
|
Delaware
|
SNH MO Tenant LLC
|
|
Maryland
|
SNH Modesto LLC
|
|
Maryland
|
SNH NC Tenant LLC
|
|
Maryland
|
SNH Neb Tenant LLC
|
|
Maryland
|
SNH NJ Tenant GP LLC
|
|
Maryland
|
SNH NJ Tenant LLC
|
|
Maryland
|
SNH NJ Tenant LP
|
|
Delaware
|
SNH NM Tenant LLC
|
|
Maryland
|
SNH Northwoods LLC
|
|
Maryland
|
SNH Northwoods Tenant LLC
|
|
Maryland
|
SNH NS Mtg Properties 2 Trust
|
|
Maryland
|
SNH NS Properties Trust
|
|
Maryland
|
SNH Ohio Tenant LLC
|
|
Maryland
|
SNH OMISS Tenant LLC
|
|
Maryland
|
SNH Park Place I Inc.
|
|
Maryland
|
SNH Park Place II Inc.
|
|
Maryland
|
SNH Park Place Tenant I LLC
|
|
Maryland
|
SNH Park Place Tenant II LLC
|
|
Maryland
|
SNH Parkview Properties Trust
|
|
Maryland
|
SNH PENN Tenant LLC
|
|
Maryland
|
SNH Phoenix (Cotton) LLC
|
|
Delaware
|
SNH Plaquemine LLC
|
|
Delaware
|
SNH PLFL Properties LLC
|
|
Delaware
|
SNH PLFL Tenant LLC
|
|
Delaware
|
SNH Prairieville LLC
|
|
Delaware
|
SNH Proj Lincoln TRS LLC
|
|
Maryland
|
SNH Redmond Properties LLC
|
|
Maryland
|
SNH REIT Irving LLC
|
|
Delaware
|
SNH REIT Rockwall LLC
|
|
Delaware
|
SNH REIT San Antonio LLC
|
|
Delaware
|
SNH REIT Victoria LLC
|
|
Delaware
|
SNH RMI Fox Ridge Manor Properties LLC
|
|
Maryland
|
SNH RMI Jefferson Manor Properties LLC
|
|
Maryland
|
SNH RMI McKay Manor Properties LLC
|
|
Maryland
|
SNH RMI Northwood Manor Properties LLC
|
|
Maryland
|
SNH RMI Oak Woods Manor Properties LLC
|
|
Maryland
|
SNH RMI Park Square Manor Properties LLC
|
|
Maryland
|
SNH RMI Properties Holding Company LLC
|
|
Maryland
|
SNH RMI Smith Farms Manor Properties LLC
|
|
Maryland
|
SNH RMI Sycamore Manor Properties LLC
|
|
Maryland
|
SNH SC Tenant LLC
|
|
Maryland
|
SNH SE Ashley River LLC
|
|
Delaware
|
SNH SE Ashley River Tenant LLC
|
|
Delaware
|
SNH SE Barrington Boynton LLC
|
|
Delaware
|
SNH SE Barrington Boynton Tenant LLC
|
|
Delaware
|
SNH SE Burlington LLC
|
|
Delaware
|
SNH SE Burlington Tenant LLC
|
|
Delaware
|
SNH SE Daniel Island LLC
|
|
Delaware
|
SNH SE Daniel Island Tenant LLC
|
|
Delaware
|
SNH SE Habersham Savannah LLC
|
|
Delaware
|
SNH SE Habersham Savannah Tenant LLC
|
|
Delaware
|
SNH SE Holly Hill LLC
|
|
Delaware
|
SNH SE Holly Hill Tenant LLC
|
|
Delaware
|
SNH SE Kings Mtn LLC
|
|
Delaware
|
SNH SE Kings Mtn Tenant LLC
|
|
Delaware
|
SNH SE Mooresville LLC
|
|
Delaware
|
SNH SE Mooresville Tenant LLC
|
|
Delaware
|
SNH SE N. Myrtle Beach LLC
|
|
Delaware
|
SNH SE N. Myrtle Beach Tenant LLC
|
|
Delaware
|
SNH SE Properties LLC
|
|
Delaware
|
SNH SE Properties Trust
|
|
Maryland
|
SNH SE SG LLC
|
|
Delaware
|
SNH SE SG Tenant LLC
|
|
Delaware
|
SNH SE Tenant 2 TRS, Inc.
|
|
Maryland
|
SNH SE Tenant TRS, Inc.
|
|
Maryland
|
SNH SEAPORT LLC
|
|
Delaware
|
SNH Somerford Properties Trust
|
|
Maryland
|
SNH St. Louis LLC
|
|
Delaware
|
SNH Teaneck Properties LLC
|
|
Delaware
|
SNH Teaneck Tenant LLC
|
|
Delaware
|
SNH Tellico Tenant LLC
|
|
Maryland
|
SNH Tellico Trust
|
|
Maryland
|
SNH Tempe LLC
|
|
Delaware
|
SNH TENN Tenant LLC
|
|
Maryland
|
SNH Toto Tenant LLC
|
|
Maryland
|
SNH TRS Inc.
|
|
Maryland
|
SNH TRS Licensee Holdco LLC
|
|
Maryland
|
SNH VA Tenant LLC
|
|
Maryland
|
SNH Viking Tenant LLC
|
|
Maryland
|
SNH Valencia LP
|
|
Delaware
|
SNH Ward Ave. Properties I Inc.
|
|
Maryland
|
SNH Well Properties GA-MD LLC
|
|
Delaware
|
SNH Well Properties Trust
|
|
Maryland
|
SNH Wilmington LLC
|
|
Maryland
|
SNH WIS Tenant LLC
|
|
Maryland
|
SNH WY Tenant LLC
|
|
Maryland
|
SNH Yonkers Properties Trust
|
|
Maryland
|
SNH Yonkers Tenant Inc.
|
|
Maryland
|
SNH/CSL Properties Trust
|
|
Maryland
|
SNH/LTA Properties GA LLC
|
|
Maryland
|
SNH/LTA Properties Trust
|
|
Maryland
|
SNH/LTA SE Home Place New Bern LLC
|
|
Delaware
|
SNH/LTA SE McCarthy New Bern LLC
|
|
Delaware
|
SNH/LTA SE Wilson LLC
|
|
Delaware
|
SPTGEN Properties Trust
|
|
Maryland
|
SPTIHS Properties Trust
|
|
Maryland
|
SPTMISC Properties Trust
|
|
Maryland
|
SPTMNR Properties Trust
|
|
Maryland
|
SPTMRT Properties Trust
|
|
Maryland
|
SPTSUN II Properties Trust
|
|
Maryland
|
1.
|
I have reviewed this Annual Report on Form 10-K of Diversified Healthcare Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: March 2, 2020
|
/s/ Adam D. Portnoy
|
|
Adam D. Portnoy
|
|
Managing Trustee
|
1.
|
I have reviewed this Annual Report on Form 10-K of Diversified Healthcare Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: March 2, 2020
|
/s/ Jennifer B. Clark
|
|
Jennifer B. Clark
|
|
Managing Trustee
|
1.
|
I have reviewed this Annual Report on Form 10-K of Diversified Healthcare Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: March 2, 2020
|
/s/ Jennifer F. (Francis) Mintzer
|
|
Jennifer F. (Francis) Mintzer
|
|
President and Chief Operating Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Diversified Healthcare Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: March 2, 2020
|
/s/ Richard W. Siedel, Jr.
|
|
Richard W. Siedel, Jr.
|
|
Chief Financial Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Adam D. Portnoy
|
|
/s/ Jennifer F. (Francis) Mintzer
|
Adam D. Portnoy
|
|
Jennifer F. (Francis) Mintzer
|
Managing Trustee
|
|
President and Chief Operating Officer
|
|
|
|
|
|
|
/s/ Jennifer B. Clark
|
|
/s/ Richard W. Siedel, Jr.
|
Jennifer B. Clark
|
|
Richard W. Siedel, Jr.
|
Managing Trustee
|
|
Chief Financial Officer and Treasurer
|
Date: March 2, 2020
|
|
|
|
Page
|
ARTICLE I
|
DEFINITIONS
|
1
|
|
|
Section 1.01.
|
“AAA”
|
1
|
|
Section 1.02.
|
“Accountants”
|
1
|
|
Section 1.03.
|
“Adverse Regulatory Event”
|
1
|
|
Section 1.04.
|
“Affiliate”
|
1
|
|
Section 1.05.
|
“Agreement”
|
1
|
|
Section 1.06.
|
“Annual Operating Budget”
|
1
|
|
Section 1.07.
|
“Appellate Rules”
|
1
|
|
Section 1.08.
|
“Approved Budget”
|
2
|
|
Section 1.09.
|
“Award”
|
2
|
|
Section 1.10.
|
“Bankruptcy”
|
2
|
|
Section 1.11.
|
“Base Invested Capital”
|
2
|
|
Section 1.12.
|
“Base Fee”
|
2
|
|
Section 1.13.
|
“Base Target EBITDA”
|
2
|
|
Section 1.14.
|
“Business Day”
|
2
|
|
Section 1.15.
|
“Capital Replacements”
|
2
|
|
Section 1.16.
|
“Change in Control”
|
2
|
|
Section 1.17.
|
“Code”
|
3
|
|
Section 1.18.
|
“Community”
|
3
|
|
Section 1.19.
|
“Community Expenses”
|
3
|
|
Section 1.20.
|
“Company”
|
4
|
|
Section 1.21.
|
“Condemnation”
|
4
|
|
Section 1.22.
|
“Consumer Price Index”
|
4
|
|
Section 1.23.
|
“Construction Supervision Fee”
|
5
|
|
Section 1.24.
|
“Discount Rate”
|
5
|
|
Section 1.25.
|
“Disputes”
|
5
|
|
Section 1.26.
|
“EBITDA”
|
5
|
|
Section 1.27.
|
“Event of Default”
|
5
|
|
Section 1.28.
|
“Excess Invested Capital”
|
5
|
|
Section 1.29.
|
“FF&E”
|
5
|
|
Section 1.30.
|
“GAAP”
|
5
|
|
Section 1.31.
|
“Governmental Authority”
|
5
|
|
Section 1.32.
|
“Gross Revenues”
|
6
|
|
Section 1.33.
|
“Guarantor”
|
6
|
|
Section 1.34.
|
“Guaranty”
|
6
|
|
Section 1.35.
|
“Home Office Personnel”
|
6
|
|
Section 1.36.
|
“Household Replacements”
|
6
|
|
Section 1.37.
|
“Impositions”
|
6
|
|
Section 1.38.
|
“Intellectual Property”
|
7
|
|
Section 1.39.
|
“Interest Rate”
|
7
|
|
Section 1.40.
|
“Invested Capital”
|
7
|
|
Section 1.41.
|
“Lease”
|
7
|
|
Section 1.42.
|
“Legal Requirements”
|
7
|
|
Section 1.43.
|
“Manager”
|
7
|
|
Section 1.44.
|
“Mortgage”
|
7
|
|
Section 1.45.
|
“Multiplier”
|
7
|
|
Section 1.46.
|
“Non-Performing Asset”
|
7
|
|
Section 1.47.
|
“Owner”
|
7
|
|
Section 1.48.
|
“Person”
|
7
|
|
Section 1.49.
|
“Personnel Costs”
|
8
|
|
Section 1.50.
|
“Proprietary Marks”
|
8
|
|
Section 1.51.
|
“Residents”
|
8
|
|
Section 1.52.
|
“Rules”
|
8
|
|
Section 1.53.
|
“SNH”
|
8
|
|
Section 1.54.
|
“State”
|
8
|
|
Section 1.55.
|
“Target EBITDA”
|
8
|
|
Section 1.56.
|
“Target Invested Capital”
|
8
|
|
Section 1.57.
|
“Term”
|
8
|
|
Section 1.58.
|
“Termination Fee”
|
8
|
|
Section 1.59.
|
“Unsuitable for Use”
|
9
|
|
Section 1.60.
|
“Working Capital”
|
9
|
ARTICLE II
|
APPOINTMENT OF MANAGER
|
9
|
|
|
Section 2.01.
|
Appointment of Manager.
|
9
|
ARTICLE III
|
PAYMENTS TO MANAGER; WORKING CAPITAL; CAPITAL REPLACEMENTS; INSUFFICIENT FUNDS
|
9
|
|
|
Section 3.01.
|
Management Fees.
|
9
|
ARTICLE IV
|
MANAGEMENT SERVICES
|
10
|
|
|
Section 4.01.
|
Authority of Manager and Management Services.
|
10
|
|
Section 4.02.
|
Hiring and Training of Staff.
|
11
|
|
Section 4.03.
|
Manager’s Home Office Personnel.
|
11
|
|
Section 4.04.
|
Resident Agreements.
|
11
|
|
Section 4.05.
|
Contracts with Affiliates.
|
11
|
|
Section 4.06.
|
Legal Requirements.
|
12
|
ARTICLE V
|
COLLECTIONS AND PAYMENTS
|
12
|
|
|
Section 5.01.
|
Collection and Priorities for Distribution of Gross Revenues.
|
12
|
|
Section 5.02.
|
Timing of Payments.
|
13
|
|
Section 5.03.
|
Credits and Collections.
|
13
|
|
Section 5.04.
|
Depositories for Funds.
|
13
|
|
Section 5.05.
|
Impositions.
|
13
|
ARTICLE VI
|
ACCOUNTING; FINANCIAL STATEMENTS; AUDIT
|
14
|
|
|
Section 6.01.
|
Accounting.
|
14
|
|
Section 6.02.
|
Financial Statements and Reports.
|
14
|
|
Section 6.03.
|
Audit Rights.
|
14
|
ARTICLE VII
|
ANNUAL OPERATING BUDGET
|
15
|
|
|
Section 7.01.
|
Annual Operating Budget.
|
15
|
|
Section 7.02.
|
Working Capital; Insufficient Funds.
|
15
|
ARTICLE VIII
|
TAX MATTERS; REIT QUALIFICATION
|
15
|
|
|
Section 8.01.
|
Tax Matters.
|
15
|
|
Section 8.02.
|
REIT Qualification.
|
16
|
|
Section 8.03.
|
Further Compliance with Section 856(d) of the Code.
|
16
|
|
Section 8.04.
|
Adverse Regulatory Event.
|
17
|
ARTICLE IX
|
FINANCING; INSPECTION
|
18
|
|
|
Section 9.01.
|
Financing of the Community.
|
18
|
|
Section 9.02.
|
Company’s Right To Inspect.
|
18
|
ARTICLE X
|
REPAIRS AND MAINTENANCE
|
18
|
|
|
Section 10.01.
|
Repairs, Maintenance and Capital Replacements.
|
18
|
|
Section 10.02.
|
Emergency Repairs.
|
18
|
|
Section 10.03.
|
Liens.
|
19
|
|
Section 10.04.
|
Ownership.
|
19
|
|
Section 10.05.
|
Casualty or Condemnation.
|
19
|
ARTICLE XI
|
INSURANCE
|
20
|
|
|
Section 11.01.
|
General Insurance Requirements.
|
20
|
|
Section 11.02.
|
Waiver of Subrogation.
|
20
|
|
Section 11.03.
|
Risk Management.
|
20
|
ARTICLE XII
|
TERM AND TERMINATION
|
20
|
|
|
Section 12.01.
|
Term.
|
20
|
|
Section 12.02.
|
Early Termination.
|
20
|
ARTICLE XIII
|
TRANSITION ON TERMINATION
|
21
|
|
|
Section 13.01.
|
Termination.
|
21
|
ARTICLE XIV
|
DEFAULTS
|
21
|
|
|
Section 14.01.
|
Default by Manager.
|
21
|
|
Section 14.02.
|
Default by Company.
|
22
|
|
Section 14.03.
|
Remedies of Company.
|
22
|
|
Section 14.04.
|
Remedies of Manager.
|
22
|
|
Section 14.05.
|
No Waiver of Default.
|
23
|
ARTICLE XV
|
GOVERNING LAW, ARBITRATION, LIABILITY OF MANAGER AND INDEMNITY
|
23
|
|
|
Section 15.01.
|
Governing Law, Etc.
|
23
|
|
Section 15.02.
|
Arbitration.
|
23
|
|
Section 15.03.
|
Consent to Jurisdiction and Forum.
|
25
|
|
Section 15.04.
|
Standard of Care.
|
26
|
|
Section 15.05.
|
Indemnity.
|
26
|
|
Section 15.06.
|
Limitation of Liability.
|
26
|
ARTICLE XVI
|
PROPRIETARY MARKS; INTELLECTUAL PROPERTY
|
27
|
|
|
Section 16.01.
|
Proprietary Marks.
|
27
|
|
Section 16.02.
|
Ownership of Proprietary Marks.
|
27
|
|
Section 16.03.
|
Intellectual Property.
|
27
|
ARTICLE XVII
|
MISCELLANEOUS PROVISIONS
|
27
|
|
|
Section 17.01.
|
Notices.
|
27
|
|
Section 17.02.
|
Severability.
|
28
|
|
Section 17.03.
|
Gender and Number.
|
28
|
|
Section 17.04.
|
Headings and Interpretation.
|
28
|
|
Section 17.05.
|
Estoppel Certificates.
|
28
|
|
Section 17.06.
|
Confidentiality of Business Information.
|
29
|
|
Section 17.07.
|
Confidentiality of Patient Information.
|
29
|
|
Section 17.08.
|
Assignment.
|
29
|
|
Section 17.09.
|
Amendment.
|
29
|
|
Section 17.10.
|
Third Party Beneficiaries.
|
29
|
|
Section 17.11.
|
Survival.
|
30
|
|
Section 17.12.
|
Relationship Between the Parties.
|
30
|
Entity
|
Community
|
Owner
|
Base Invested Capital
|
SNH AL AIMO Tenant II, Inc.
|
Morningside of Nevada
640 E. Highland Avenue
Nevada, MO 64772
|
SNH AL AIMO II, Inc.
|
$46,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Branson
5351 Gretna Road
Branson, MO 65616
|
SNH AL AIMO, Inc.
|
$97,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Chesterfield Village
2410 W. Chesterfield Boulevard
Springfield, MO 65807
|
SNH AL AIMO, Inc.
|
$120,000
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Fayetteville
4461 N. Crossover Road
Fayetteville, AR 72703
|
SNH AL AIMO, Inc.
|
$100,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Jonesboro
4210 S. Caraway Road
Jonesboro, AR 72404
|
SNH AL AIMO, Inc.
|
$91,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Pekin
2700 14th Street
Pekin, IL 61554
|
SNH AL AIMO, Inc.
|
$91,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Springdale
672 Jones Road
Springdale, AR 72762
|
SNH AL AIMO, Inc.
|
$88,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Springfield
3540 East Cherokee Street
Springfield, MO 65809
|
SNH AL AIMO, Inc.
|
$91,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Sterling
2705 Avenue E.
Sterling, IL 61081
|
SNH AL AIMO, Inc.
|
$136,500
|
SNH AL AIMO Tenant, Inc.
|
Morningside of Washington
100 Grand Victorian Place
Washington, IL 61571
|
SNH AL AIMO, Inc.
|
$91,500
|
SNH AL Crimson Tenant Inc.
|
Morningside of Vestavia Hills
2435 Columbiana Road
Vestavia Hills, AL 35216
|
SNH/LTA Properties Trust
|
$244,500
|
SNH AL Cumming Tenant LLC
|
Gardens of Shiloh Point
7955 Majors Road
Cumming, GA 30041
|
SNH AL Cumming LLC
|
$72,000
|
SNH AL Georgia Tenant LLC
|
Eagles Landing Senior Living
475 Country Club Drive
Stockbridge, GA 30281
|
SNH AL Georgia LLC
|
$91,500
|
SNH AL Georgia Tenant LLC
|
Gardens of Fayetteville
1294 Highway 54 West
Fayetteville, GA 30214
|
SNH AL Georgia LLC
|
$103,500
|
SNH AL Georgia Tenant LLC
|
Gardens of Gainesville
3315 Thompson Bridge Road
Gainesville, GA 03506
|
SNH AL Georgia LLC
|
$229,500
|
SNH AL Georgia Tenant LLC
|
Morningside of Alpharetta
253 North Main Street
Alpharetta, GA 30009
|
SNH AL Georgia LLC
|
$114,000
|
SNH AL TRS, Inc.
|
Amber Ridge Assisted Living
900 43rd Avenue
Moline, IL 61265
|
SNH AL Properties LLC
|
$69,000
|
SNH AL TRS, Inc.
|
Amber Ridge Memory Care
221 11th Avenue
Moline, IL 61265
|
SNH AL Properties LLC
|
$61,500
|
SNH AL TRS, Inc.
|
Five Star Residences of Dayton Place
1950 South Dayton Street
Aurora, CO 80247
|
SNH/LTA Properties Trust
|
$358,500
|
SNH AL TRS, Inc.
|
Morningside of Godfrey
1373 D'Adrian Professional Park
Godfrey, IL 62035
|
SNH AL Properties LLC
|
$117,000
|
SNH AL TRS, Inc.
|
The Forum at Town Center
8709 S.E. Causey Avenue
Happy Valley, OR 97086
|
SNH AL AIMO, Inc.
|
$477,000
|
SNH AL TRS, Inc.
|
The Lodge Assisted Living and Memory Care
2200 East Long Street
Carson City, NV 89706
|
SNH AL Properties Trust
|
$123,000
|
SNH AL Wilmington Tenant Inc.
|
Morningside of Wilmington
2744 South 17th Street
Wilmington, NC 28412
|
SNH Wilmington LLC
|
$150,000
|
SNH AZ Tenant LLC
|
The Forum at Desert Harbor
13840 North Desert Harbor Drive
Peoria, AZ 85381
|
SNH/LTA Properties Trust
|
$430,500
|
SNH AZ Tenant LLC
|
The Forum at Pueblo Norte (including Pueblo Norte Senior Living Community and Forum Pueblo Norte Assisted Living)
7090, 7100 & 7108 East Mescal Street
Scottsdale, AZ 85254
|
CCC Pueblo Norte Trust
|
$417,000
|
SNH AZ Tenant LLC
|
The Forum at Tucson
2500 North Rosemont Boulevard
Tucson, AZ 85712
|
SNH/LTA Properties Trust
|
$378,000
|
SNH BAMA Tenant LLC
|
Lakeview Estates
2634 Valleydale Road
Birmingham, AL 35244
|
SNH Somerford Properties Trust
|
$96,000
|
SNH BAMA Tenant LLC
|
Morningside of Cullman
2021 Dahlke Dr. N.E.
Cullman, AL 35058
|
MSD Pool 1 LLC
|
$60,000
|
SNH BAMA Tenant LLC
|
Morningside of Madison
49 Hughes Road
Madison, AL 35758
|
MSD Pool 1 LLC
|
$63,000
|
SNH BAMA Tenant LLC
|
Morningside of Riverchase (formerly Ashton Gables in Riverchase)
2184 Parkway Lake Drive
Birmingham, AL 35244
|
SNH Somerford Properties Trust
|
$57,000
|
SNH BAMA Tenant LLC
|
Morningside of Sheffield
413 Cox Boulevard
Sheffield, AL 35660
|
MSD Pool 1 LLC
|
$75,000
|
SNH BRFL Tenant LLC
|
Five Star Premier Residences of Boca Raton
22601 Camino Del Mar
Boca Raton, FL 33433
|
SNH BRFL Properties LLC
|
$321,000
|
SNH CAL Tenant LLC
|
Leisure Pointe
1371 Parkside Drive
San Bernardino, CA 92404
|
SNH/LTA Properties Trust
|
$196,500
|
SNH CAL Tenant LLC
|
Remington Club (including Remington Club I & II and Remington Club Health Center)
16925 (including 16922) and 16916 (including 16915) Hierba Drive
San Diego, CA 92128
|
SNH/LTA Properties Trust
|
$598,500
|
SNH CAL Tenant LLC
|
Rio Las Palmas
877 East March Lane
Stockton, CA 95207
|
SNH FM Financing LLC
|
$244,500
|
SNH CAL Tenant LLC
|
Somerford Place - Encinitas
1350 S. El Camino Real
Encinitas, CA 92024
|
SNH Somerford Properties Trust
|
$84,000
|
SNH CAL Tenant LLC
|
Somerford Place - Fresno
6075 N. Marks Avenue
Fresno, CA 93711
|
SNH Somerford Properties Trust
|
$84,000
|
SNH CAL Tenant LLC
|
Somerford Place - Redlands
1319 Brookside Avenue
Redlands, CA 92373
|
SNH Somerford Properties Trust
|
$84,000
|
SNH CAL Tenant LLC
|
Somerford Place - Roseville
110 Sterling Court
Roseville, CA 95661
|
SNH Somerford Properties Trust
|
$84,000
|
SNH CAL Tenant LLC
|
Somerford Place - Stockton
3530 Deer Park Drive
Stockton, CA 95219
|
SNH Somerford Properties Trust
|
$84,000
|
SNH CALI Tenant LLC
|
Somerford Place of Northridge
8700 Lindley Avenue
Northridge, CA 91325
|
SNH/LTA Properties Trust
|
$153,000
|
SNH CALI Tenant LLC
|
Tiffany Court
1866 San Miguel Drive
Walnut Creek, CA 94596
|
SNH SE Properties Trust
|
$85,500
|
SNH CCMD Tenant LLC
|
Five Star Premier Residences of Chevy Chase
8100 Connecticut Avenue
Chevy Chase, MD 20815
|
SNH CCMD Properties LLC
|
$502,500
|
SNH CO Tenant LLC
|
Cedars Healthcare Center
1599 Ingalls Street
Lakewood, CO 80214-1505
|
SPTMNR Properties Trust
|
$193,500
|
SNH CO Tenant LLC
|
Cherrelyn Healthcare Center
5555 South Elati Street
Littleton, CO 80120-1699
|
SPTMNR Properties Trust
|
$277,500
|
SNH CO Tenant LLC
|
La Villa Grande Care Center
2501 Little Bookcliff Drive
Grand Junction, CO 81501-8842
|
SPTIHS Properties Trust
|
$136,500
|
SNH CO Tenant LLC
|
Mantey Heights Rehabilitation and Care Center
2825 Patterson Road
Grand Junction, CO 81506-6081
|
SPTIHS Properties Trust
|
$132,000
|
SNH CO Tenant LLC
|
Skyline Ridge Nursing and Rehabilitation Center
515 Fairview Avenue
Canon City, CO 81212-2863
|
SPTIHS Properties Trust
|
$196,500
|
SNH CO Tenant LLC
|
Springs Village Care Center
110 West Van Buren Street
Colorado Springs, CO 80907-8400
|
SPTIHS Properties Trust
|
$136,500
|
SNH CO Tenant LLC
|
Willow Tree Care Center
2050 South Main Street
Delta, CO 81416-2400
|
SPTIHS Properties Trust
|
$76,500
|
SNH DEL Tenant LLC
|
Forwood Manor
1912 Marsh Road
Wilmington, DE 19810
|
CCC Retirement Communities II, L.P.
|
$375,000
|
SNH DEL Tenant LLC
|
Foulk Manor North
1212 Foulk Road
Wilmington, DE 19803
|
SNH FM Financing LLC
|
$241,500
|
SNH DEL Tenant LLC
|
Foulk Manor South
407 Foulk Road
Wilmington, DE 19803
|
CCC Financing Limited, L.P.
|
$162,000
|
SNH DEL Tenant LLC
|
Millcroft (including Millcroft Retirement Community)
255 Possum Park Road
Newark, DE 19711
|
CCDE Senior Living LLC
|
$297,000
|
SNH DEL Tenant LLC
|
Shipley Manor
2723 Shipley Road
Wilmington, DE 19810
|
CCDE Senior Living LLC
|
$240,000
|
SNH DEL Tenant LLC
|
Somerford House and Place of Newark (including Somerford House and Somerford Place)
501 South Harmony Road & 4175 Ogletown-Stanton Road
Newark, DE 19713
|
SNH Somerford Properties Trust
|
$166,500
|
SNH Derby Tenant LLC
|
Ashwood Place
102 Leonardwood
Frankfort, KY 40601
|
SNH/LTA Properties Trust
|
$154,500
|
SNH Derby Tenant LLC
|
Lafayette at Country Place
690 Mason Headley Road
Lexington, KY 40504
|
CCC of Kentucky Trust
|
$220,500
|
SNH Derby Tenant LLC
|
Lexington Country Place
700 Mason Headley Road
Lexington, KY 40504
|
CCC of Kentucky Trust
|
$174,000
|
SNH Derby Tenant LLC
|
Morningside of Bowling Green
981 Campbell Lane
Bowling Green, KY 42104
|
MSD Pool 1 LLC
|
$63,000
|
SNH Derby Tenant LLC
|
Morningside of Hopkinsville
4190 Lafayette Road
Hopkinsville, KY 42240
|
MSD Pool 2 LLC
|
$63,000
|
SNH Derby Tenant LLC
|
Morningside of Mayfield
1517 West Broadway
Mayfield, KY 42066
|
SNH/LTA Properties Trust
|
$63,000
|
SNH Derby Tenant LLC
|
Morningside of Paducah
1700 Elmdale Road
Paducah, KY 42003
|
MSD Pool 1 LLC
|
$100,500
|
SNH Derby Tenant LLC
|
The Forum at Brookside
200 Brookside Drive
Louisville, KY 40243
|
SNH FM Financing LLC
|
$481,500
|
SNH Derby Tenant LLC
|
The Neighborhood of Somerset
100 Neighborly Drive
Somerset, KY 42501
|
SNH/LTA Properties Trust
|
$81,000
|
SNH Georgia Tenant LLC
|
Morningside of Macon
6191 Peake Road
Macon, GA 31220
|
MSD Pool 1 LLC
|
$61,500
|
SNH Georgia Tenant LLC
|
Morningside of Savannah
7410 Skidaway Road
Savannah, GA 31406
|
SNH/LTA Properties GA LLC
|
$112,500
|
SNH Georgia Tenant LLC
|
Northlake Gardens
1300 Montreal Road
Tucker, GA 30084
|
SNH/LTA Properties GA LLC
|
$94,500
|
SNH Georgia Tenant LLC
|
Savannah Square (including Savannah Square Health Center and Palmetto Inn)
One Savannah Square Drive
Savannah, GA 31406
|
SNH/LTA Properties GA LLC
|
$291,000
|
SNH Granite Gate Lands Tenant LLC
|
Granite Gate Lands
Boulder Creek Lane
3850 North US 89 Highway
Prescott, AZ 86301
|
SNH Granite Gate Lands Trust
|
$0
|
SNH Granite Gate Tenant LLC
|
Granite Gate Senior Living
3850 North US Highway 89
Prescott, AZ 86301
|
SNH Granite Gate Inc.
|
$190,500
|
SNH Grove Park Tenant LLC
|
Terrace at Grove Park
101 Tulip Lane
Dothan, AL 36305
|
SNH Grove Park Trust
|
$172,500
|
SNH INDY Tenant LLC
|
Forum at the Crossing
8505 Woodfield Crossing Boulevard
Indianapolis, IN 46240
|
SNH FM Financing LLC
|
$336,000
|
SNH INDY Tenant LLC
|
Fox Ridge Manor
150 Fox Ridge Drive
Vincennes, IN 47591
|
SNH RMI Fox Ridge Manor Properties LLC
|
$72,000
|
SNH INDY Tenant LLC
|
Jefferson Manor
601 Saint Joseph Drive
Kokomo, IN 46901
|
SNH RMI Jefferson Manor Properties LLC
|
$76,500
|
SNH INDY Tenant LLC
|
McKay Manor
1473 East McKay Road
Shelbyville, IN 46176
|
SNH RMI McKay Manor Properties LLC
|
$76,500
|
SNH INDY Tenant LLC
|
Meadowood Retirement Community (including Meadowood Health Pavilion)
2455 Tamarack Trail
Bloomington, IN 47408
|
O.F.C. Corporation
|
$390,000
|
SNH INDY Tenant LLC
|
Northwood Manor
1590 West Timberview Drive
Marion, IN 46952
|
SNH RMI Northwood Manor Properties LLC
|
$76,500
|
SNH INDY Tenant LLC
|
Oak Woods Manor
1211 Longwood Drive
LaPorte, IN 46350
|
SNH RMI Oak Woods Manor Properties LLC
|
$75,000
|
SNH INDY Tenant LLC
|
Park Square Manor
6990 East County Road 100 North
Avon, IN 46123
|
SNH RMI Park Square Manor Properties LLC
|
$114,000
|
SNH INDY Tenant LLC
|
Smith Farm Manor
406 Smith Drive
Auburn, IN 46706
|
SNH RMI Smith Farms Manor Properties LLC
|
$76,500
|
SNH INDY Tenant LLC
|
Sycamore Manor
222 South 25th Street
Terre Haute, IN 47803
|
SNH RMI Sycamore Manor Properties LLC
|
$109,500
|
SNH Lincoln Tenant LLC
|
Brenden Gardens
900 Southwind Road
Springfield, IL 62703
|
SNH/LTA Properties Trust
|
$168,000
|
SNH Lincoln Tenant LLC
|
Crimson Pointe
7130 Crimson Ridge Drive
Rockford, IL 61107
|
SNH/LTA Properties GA LLC
|
$109,500
|
SNH Lincoln Tenant LLC
|
Morningside of Shiloh
1201 Hartman Lane
Shiloh, IL 62221
|
SNH/LTA Properties GA LLC
|
$94,500
|
SNH Lincoln Tenant LLC
|
Morningside of Troy
39 Dorothy Drive
Troy, IL 62294
|
SNH/LTA Properties GA LLC
|
$94,500
|
SNH Longhorn Tenant LLC
|
Five Star Premier Residences of Dallas
5455 La Sierra Drive
Dallas, TX 75231
|
SNH IL Properties Trust
|
$214,500
|
SNH Longhorn Tenant LLC
|
Heritage Place at Boerne
120 Crosspoint Drive
Boerne, TX 78006
|
SNH/LTA Properties Trust
|
$75,000
|
SNH Longhorn Tenant LLC
|
Heritage Place at Fredericksburg
96 E. Frederick Road
Fredericksburg, TX 78624
|
SNH/LTA Properties Trust
|
$99,000
|
SNH Longhorn Tenant LLC
|
Overture at Plano
500 Coit Road
Plano, TX 75075
|
SNH SE Properties Trust
|
$253,500
|
SNH Longhorn Tenant LLC
|
The Forum at Lincoln Heights
311 West Nottingham
San Antonio, TX 78209
|
SNH FM Financing LLC
|
$394,500
|
SNH Longhorn Tenant LLC
|
The Forum at Memorial Woods (including The Forum at Memorial Woods Healthcare Center)
777 (including 801) North Post Oak Road
Houston, TX 77024
|
SNH/LTA Properties Trust
|
$612,000
|
SNH Longhorn Tenant LLC
|
The Forum at Park Lane (including Healthcare Center at the Forum at Park Lane)
7831 (including 7827) Park Lane
Dallas, TX 75225
|
CCC Financing I Trust
|
$367,500
|
SNH Longhorn Tenant LLC
|
The Forum at the Woodlands
5055 W. Panther Creek Drive
Woodlands, TX 77381
|
SNH FM Financing LLC
|
$528,000
|
SNH Longhorn Tenant LLC
|
The Haven and The Laurels in Stone Oak
511 and 575 Knights Cross Drive
San Antonio, TX 78258
|
SNH/LTA Properties Trust
|
$231,000
|
SNH Longhorn Tenant LLC
|
The Montevista at Coronado
1575 Belvidere
El Paso, TX 79912
|
CCOP Senior Living LLC
|
$295,500
|
SNH MASS Tenant LLC
|
The Gables at Winchester
299 Cambridge Street
Winchester, MA 01890
|
SNH/LTA Properties Trust
|
$184,500
|
SNH MD Tenant LLC
|
Aspenwood
14400 Homecrest Road
Silver Spring, MD 20906-1871
|
SNH/LTA Properties Trust
|
$198,000
|
SNH MD Tenant LLC
|
HeartFields at Bowie
7600 Laurel Bowie Road
Bowie, MD 20715-1075
|
SNH CHS Properties Trust
|
$78,000
|
SNH MD Tenant LLC
|
HeartFields at Easton
700 Port Street
Easton, MD 21601-8184
|
SNH/LTA Properties Trust
|
$111,000
|
SNH MD Tenant LLC
|
HeartFields at Frederick
1820 Latham Drive
Frederick, MD 21701-9393
|
SNH CHS Properties Trust
|
$78,000
|
SNH MD Tenant LLC
|
Heartlands at Severna Park
715 Benfield Road
Severna Park, MD 21146-2210
|
SNH FM Financing Trust
|
$123,000
|
SNH MD Tenant LLC
|
Heartlands Senior Living Village at Ellicott City
3004 North Ridge Road
Ellicott City, MD 21043-3381
|
Ellicott City Land I, LLC
|
$342,000
|
SNH MD Tenant LLC
|
Somerford Place - Annapolis
2717 Riva Road
Annapolis, MD 21401
|
SNH Somerford Properties Trust
|
$94,500
|
SNH MD Tenant LLC
|
Somerford Place - Columbia
8220 Snowden River Parkway
Columbia, MD 21401
|
SNH Somerford Properties Trust
|
$96,000
|
SNH MD Tenant LLC
|
Somerford Place and Somerford House - Frederick (including Somerford House - Frederick)
2100 Whittier Drive
Frederick, MD 21702
|
SNH Somerford Properties Trust
|
$147,000
|
SNH MD Tenant LLC
|
Somerford Place and Somerford House - Hagerstown (including Somerford House - Hagerstown)
10114 & 10116 Sharpsburg Pike
Hagerstown, MD 21740
|
SNH Somerford Properties Trust
|
$151,500
|
SNH MO Tenant LLC
|
College View Manor Retirement Residence
3828 College View Drive
Joplin, MO 64801
|
SNH IL Joplin Inc.
|
$130,500
|
SNH NC Tenant LLC
|
HeartFields at Cary
1050 Crescent Green Drive
Cary, NC 27511-8100
|
SNH FM Financing LLC
|
$135,000
|
SNH NC Tenant LLC
|
Home Place of New Bern
1309 McCarthy Boulevard
New Bern, NC 28562-2035
|
SNH/LTA SE Home Place New Bern LLC
|
$90,000
|
SNH NC Tenant LLC
|
Landing at Parkwood
1720 Parkwood Boulevard
Wilson, NC 27893-2167
|
SNH/LTA Properties Trust
|
$87,000
|
SNH NC Tenant LLC
|
McCarthy Court I
1321 McCarthy Boulevard
New Bern, NC 28562
|
SNH/LTA SE McCarthy New Bern LLC
|
$82,500
|
SNH NC Tenant LLC
|
McCarthy Court II
1325 McCarthy Boulevard
New Bern, NC 28562
|
SNH/LTA Properties Trust
|
$45,000
|
SNH NC Tenant LLC
|
Morningside of Concord
500 Penny Lane, N.E.
Concord, NC 28025
|
SNH/LTA Properties Trust
|
$139,500
|
SNH NC Tenant LLC
|
Morningside of Gastonia
2755 Union Road
Gastonia, NC 28054
|
SNH/LTA Properties Trust
|
$139,500
|
SNH NC Tenant LLC
|
Morningside of Raleigh
801 Dixie Trail
Raleigh, NC 27607
|
SNH/LTA Properties Trust
|
$135,000
|
SNH NC Tenant LLC
|
Parkwood Village
1730 Parkwood Boulevard
Wilson, NC 27893-3564
|
SNH/LTA SE Wilson LLC
|
$102,000
|
SNH NC Tenant LLC
|
The Haven in Highland Creek
5920 McChesney Drive
Charlotte, NC 28269
|
SNH CHS Properties Trust
|
$90,000
|
SNH NC Tenant LLC
|
The Haven in the Village at Carolina Place
13150 Dorman Road
Pineville, NC 28134
|
SNH CHS Properties Trust
|
$91,500
|
SNH NC Tenant LLC
|
The Laurels in Highland Creek
6101 Clark Creek Parkway
Charlotte, NC 28269
|
SNH CHS Properties Trust
|
$141,000
|
SNH NC Tenant LLC
|
The Laurels in the Village at Carolina Place
13180 Dorman Road
Pineville, NC 28134
|
SNH CHS Properties Trust
|
$141,000
|
SNH Neb Tenant LLC
|
Centennial Park Retirement Village
510 Centennial Circle
North Platte, NE 69101
|
SNH CHS Properties Trust
|
$196,500
|
SNH Neb Tenant LLC
|
Westgate Assisted Living
3030 South 80th Street
Omaha, NE 68124
|
SNH CHS Properties Trust
|
$103,500
|
SNH NJ Tenant LLC
|
Cherry Hill Senior Living
490 Cooper Landing Road
Cherry Hill, NJ 08002
|
SNH NS Properties Trust
|
$145,500
|
SNH NJ Tenant LLC
|
Leisure Park (including Brighton Gardens of Leisure Park, Leisure Park Health Center and Leisure Park Special Care Center)
1400 Route 70
Lakewood, NJ 08701
|
Leisure Park Venture Limited Partnership
|
$622,500
|
SNH NJ Tenant LLC
|
Mt. Arlington Senior Living
2 Hillside Drive
Mt. Arlington, NJ 07856
|
SNH NS Properties Trust
|
$150,000
|
SNH NM Tenant LLC
|
The Montebello on Academy
10500 Academy Road, N.E.
Albuquerque, NM 87111
|
SNH FM Financing LLC
|
$306,000
|
SNH Northwoods Tenant LLC
|
Five Star Residences of North Woods
2501 Friendship Boulevard and Mallard Court
Kokomo, IN 46901
|
SNH Northwoods LLC
|
$171,000
|
SNH OHIO Tenant LLC
|
Forum at Knightsbridge (including Healthcare Center at the Forum)
4590 and 4625 Knightsbridge Boulevard
Columbus, OH 43214
|
SNH FM Financing LLC
|
$423,000
|
SNH OMISS Tenant LLC
|
Hermitage Gardens at Oxford
1488 Belk Boulevard
Oxford, MS 38655
|
SNH/LTA Properties Trust
|
$85,500
|
SNH OMISS Tenant LLC
|
Hermitage Gardens at Southaven
108 Clarington Drive
Southaven, MS 38671
|
SNH/LTA Properties Trust
|
$88,500
|
SNH Park Place Tenant I LLC
|
Park Place of Fountain City
5405 Colonial Circle and 3030
Holbrook Drive
Knoxville, TN 37918
|
SNH Park Place I Inc.
|
$102,000
|
SNH Park Place Tenant II LLC
|
Park Place of West Knoxville
10914 Kingston Pike
Knoxville, TN 37934
|
SNH Park Place II Inc.
|
$124,500
|
SNH Penn Tenant LLC
|
Clarks Summit Senior Living
950 Morgan Highway
Clarks Summit, PA 18411
|
SNH NS Properties Trust
|
$171,000
|
SNH Penn Tenant LLC
|
Exton Senior Living
600 North Pottstown Pike
Exton, PA 19341
|
SNH NS Properties Trust
|
$138,000
|
SNH Penn Tenant LLC
|
Franciscan Manor
71 Darlington Road
Beaver Falls, PA 15010
|
SNH/LTA Properties Trust
|
$154,500
|
SNH Penn Tenant LLC
|
Glen Mills Senior Living
242 Baltimore Pike
Glen Mills, PA 19342
|
SNH NS Properties Trust
|
$135,000
|
SNH Penn Tenant LLC
|
Mount Vernon of Elizabeth
145 Broadlawn Drive
Elizabeth, PA 15037
|
SNH/LTA Properties Trust
|
$127,500
|
SNH Penn Tenant LLC
|
Mount Vernon of South Park
1400 Riggs Road
Library, South Park Township, PA 15129
|
SNH/LTA Properties Trust
|
$147,000
|
SNH Penn Tenant LLC
|
NewSeasons at New Britain
800 Manor Drive
Chalfont, PA 18914
|
SNH NS Properties Trust
|
$145,500
|
SNH Penn Tenant LLC
|
Overlook Green
5250 Meadowgreen Drive
Whitehall, PA 15236
|
SNH/LTA Properties Trust
|
$180,000
|
SNH Penn Tenant LLC
|
Tiffany Court at Kingston
700 Northampton Street
Kingston, PA 18704
|
SNH NS Properties Trust
|
$162,000
|
SNH PLFL Tenant LLC
|
Five Star Premier Residences of Plantation
8500 West Sunrise Boulevard
Plantation, FL 33322
|
SNH PLFL Properties LLC
|
$408,000
|
SNH SC Tenant LLC
|
Morningside of Anderson
1304 McLees Road
Anderson, SC 29621
|
SNH/LTA Properties Trust
|
$66,000
|
SNH SC Tenant LLC
|
Morningside of Beaufort
109 Old Salem Road
Beaufort, SC 29901
|
MSD Pool 1 LLC
|
$61,500
|
SNH SC Tenant LLC
|
Morningside of Camden
719 Kershaw Highway
Camden, SC 29020
|
MSD Pool 1 LLC
|
$60,000
|
SNH SC Tenant LLC
|
Morningside of Greenwood
116 Enterprise Court
Greenwood, SC 29649
|
SNH/LTA Properties Trust
|
$66,000
|
SNH SC Tenant LLC
|
Morningside of Hartsville
1901 West Carolina Avenue
Hartsville, SC 29550
|
MSD Pool 1 LLC
|
$75,000
|
SNH SC Tenant LLC
|
Morningside of Lexington
218 Old Chapin Road
Lexington, SC 29072
|
MSD Pool 1 LLC
|
$66,000
|
SNH SC Tenant LLC
|
Morningside of Orangeburg
2306 (including 2300) Riverbank Drive
Orangeburg, SC 29118
|
MSD Pool 1 LLC
|
$70,500
|
SNH SC Tenant LLC
|
Morningside of Seneca
15855 Wells Highway
Seneca, SC 29678
|
MSD Pool 1 LLC
|
$75,000
|
SNH SC Tenant LLC
|
Myrtle Beach Manor
9547 North Kings Highway (17 North)
Myrtle Beach, SC 29572
|
CCOP Senior Living LLC
|
$232,500
|
SNH SC Tenant LLC
|
Sweetgrass Court (including Sweetgrass Court Senior Living Community)
1010 Anna Knapp Boulevard
Mt. Pleasant, SC 29464
|
SNH/LTA Properties Trust
|
$57,000
|
SNH SC Tenant LLC
|
Sweetgrass Village (including Sweetgrass Village Assisted Living Community)
601 Mathis Ferry Road
Mt. Pleasant, SC 29464
|
SNH/LTA Properties Trust
|
$103,500
|
SNH SC Tenant LLC
|
The Haven in the Summit
3 Summit Terrace
Columbia, SC 29229
|
SNH/LTA Properties Trust
|
$90,000
|
SNH SC Tenant LLC
|
The Haven in the Village at Chanticleer
355 Berkmans Lane
Greenville, SC 29605
|
SNH/LTA Properties Trust
|
$90,000
|
SNH SE Ashley River Tenant LLC
|
Ashley River Plantation
2330 Ashley River Road
Charleston, SC 29414
|
SNH SE Ashley River LLC
|
$177,000
|
SNH SE Barrington Boynton Tenant LLC
|
Barrington Terrace at Boynton Beach
1425 Congress Avenue
Boynton Beach, FL 33426-6381
|
SNH SE Barrington Boynton LLC
|
$207,000
|
SNH SE Burlington Tenant LLC
|
Home Place of Burlington
118 Alamance Road
Burlington, NC 27215-5583
|
SNH SE Burlington LLC
|
$130,500
|
SNH SE Daniel Island Tenant LLC
|
Summit Place of Daniel Island
320 Seven Farms Drive
Charleston, SC 29492
|
SNH SE Daniel Island LLC
|
$100,500
|
SNH SE Habersham Savannah Tenant LLC
|
Habersham House
5200 Habersham Street
Savannah, GA 31405-5300
|
SNH SE Habersham Savannah LLC
|
$105,000
|
SNH SE Holly Hill Tenant LLC
|
Riviera
1825 Ridgewood Avenue
Holly Hill, FL 32117
|
SNH SE Holly Hill LLC
|
$216,000
|
SNH SE Kings Mtn Tenant LLC
|
Summit Place of Kings Mountain
1001 Phifer Road
Kings Mountain, NC 28086
|
SNH SE Kings Mtn LLC
|
$97,500
|
SNH SE Mooresville Tenant LLC
|
Summit Place of Mooresville
128 Brawley School Road
Mooresville, NC 28117
|
SNH SE Mooresville LLC
|
$90,000
|
SNH SE N. Myrtle Beach Tenant LLC
|
Summit Place of North Myrtle Beach
491 Highway 17
Little River, SC 29566
|
SNH SE N. Myrtle Beach LLC
|
$117,000
|
SNH SE SG Tenant LLC
|
The Palms of Mt. Pleasant
937 Bowman Road
Mount Pleasant, SC 29464
|
SNH SE SG LLC
|
$364,500
|
SNH SE Tenant TRS, Inc.
|
Calusa Harbor
2525 East First Street
Fort Meyers, FL 33901
|
SPTMRT Properties Trust
|
$660,000
|
SNH SE Tenant TRS, Inc.
|
Cameron Hall (Canton)
240 Marietta Highway
Canton, GA 30114
|
SNH SE Properties LLC
|
$141,000
|
SNH SE Tenant TRS, Inc.
|
Cameron Hall (Ellijay)
114 Penland Street
Ellijay, GA 30540
|
SNH SE Properties LLC
|
$88,500
|
SNH SE Tenant TRS, Inc.
|
Chandler House
550 Deerview Way
Jefferson City, TN 37760
|
SNH SE Properties Trust
|
$90,000
|
SNH SE Tenant TRS, Inc.
|
Church Creek
1250 West Central Road
Arlington Heights, IL 60005
|
SPTMRT Properties Trust
|
$504,000
|
SNH SE Tenant TRS, Inc.
|
Coventry Village
7707 N. Brookline Drive, 7710 S. Brookline Drive, and 7839, 7841, 7843 and 7915-7924 Courtyard Drive
Madison, WI 53719
|
SNH SE Properties Trust
|
$264,000
|
SNH SE Tenant TRS, Inc.
|
Fieldstone Place
51 Patel Way
Clarkesville, TN 37043
|
SNH SE Properties Trust
|
$153,000
|
SNH SE Tenant TRS, Inc.
|
Five Star Premier Residences of Hollywood
2480 North Park Road
Hollywood, FL 33021
|
SNH SE Properties Trust
|
$555,000
|
SNH SE Tenant TRS, Inc.
|
Five Star Premier Residences of Pompano
1371 South Ocean Boulevard
Pompano Beach, FL 33062
|
SNH SE Properties Trust
|
$253,500
|
SNH SE Tenant TRS, Inc.
|
Five Star Premier Residences of Reno
3201 Plumas Street
Reno, NV 89509
|
SNH SE Properties Trust
|
$307,500
|
SNH SE Tenant TRS, Inc.
|
Gateway Gardens and Villa
605 Gateway Central and 601 Steve Hawkins Parkway
Marble Falls, TX 78654
|
SNH SE Properties Trust
|
$117,000
|
SNH SE Tenant TRS, Inc.
|
Gracemont Assisted Living and Memory Care and The Villas at Willow Lake
4940 and 4960 Jot Em Down Road and 4855 Willow Lake Lane
Cumming, GA 30041
|
SNH SE Properties LLC
|
$202,500
|
SNH SE Tenant TRS, Inc.
|
Jackson Crossings
N168 W22022 Main Street
Jackson, WI 53037
|
SNH SE Properties Trust
|
$73,500
|
SNH SE Tenant TRS, Inc.
|
Lexington Manor
20480 Veterans Boulevard
Port Charlotte, FL 33954-2264
|
SNH SE Properties Trust
|
$127,500
|
SNH SE Tenant TRS, Inc.
|
Overlook at Cedarcrest
2351 Cedarcrest Road
Acworth, GA 30101
|
SNH SE Properties LLC
|
$57,000
|
SNH SE Tenant TRS, Inc.
|
Palms of Lake Spivey
8080 Summit Bus. Parkway
Jonesboro, GA 30236-4199
|
SNH SE Properties LLC
|
$300,000
|
SNH SE Tenant TRS, Inc.
|
Seasons at Southpoint
1002 Highway 54
Durham, NC 27713
|
SNH SE Properties Trust
|
$75,000
|
SNH SE Tenant TRS, Inc.
|
Stratford Court of Palm Harbor
45 Katherine Boulevard
Palm Harbor, FL 34684
|
SPTMRT Properties Trust
|
$477,000
|
SNH SE Tenant TRS, Inc.
|
Summit Place of Beaufort
1119 Pickpocket Plantation Drive
Beaufort, SC 29902
|
SNH SE Properties Trust
|
$127,500
|
SNH SE Tenant TRS, Inc.
|
Summit Place of South Park
2101 Runnymede Lane
Charlotte, NC 28209
|
SNH SE Properties Trust
|
$180,000
|
SNH SE Tenant TRS, Inc.
|
The Gardens of Bellaire
4620 Bellaire Boulevard
Bellaire, TX 77401
|
SPTMRT Properties Trust
|
$211,500
|
SNH SE Tenant TRS, Inc.
|
The Gardens of Port St. Lucie
1699 S.E. Lyngate Drive
Port St. Lucie, FL 34952
|
SPTMRT Properties Trust
|
$192,000
|
SNH SE Tenant TRS, Inc.
|
The Gardens of Scottsdale
6001 E. Thomas Road
Scottsdale, AZ 85251
|
SPTMRT Properties Trust
|
$181,500
|
SNH SE Tenant TRS, Inc.
|
The Gardens of Sun City
17225 North Boswell Boulevard
Sun City, AZ 85373
|
SPTMRT Properties Trust
|
$127,500
|
SNH SE Tenant TRS, Inc.
|
The Gardens of Virginia Beach
5620 Wesleyan Drive
Virginia Beach, VA 23455
|
SPTMRT Properties Trust
|
$168,000
|
SNH SE Tenant TRS, Inc.
|
The Horizon Club
1208 South Military Trail
Deerfield Beach, FL 33442
|
SPTMRT Properties Trust
|
$432,000
|
SNH SE Tenant TRS, Inc.
|
The Terrace at Priceville
200 Terrace Lane
Priceville, AL 35603
|
SNH SE Properties Trust
|
$138,000
|
SNH SE Tenant TRS, Inc.
|
Villa Valencia
24552 Paseo de Valencia
Laguna Hills, CA 92653
|
SPTMRT Properties Trust
|
$549,000
|
SNH SE Tenant TRS, Inc.
|
Willow Pointe
1125 North Edge Trail and 143 Prairie Oaks Drive
Verona, WI 53593
|
SNH SE Properties Trust
|
$102,000
|
SNH Teaneck Tenant LLC
|
Five Star Premier Residences of Teaneck
655 Pomander Walk
Teaneck, NJ 07666
|
SNH Teaneck Properties LLC
|
$327,000
|
SNH Tellico Tenant LLC
|
The Neighborhood at Tellico Village
100 Chatuga Drive West
Loudon, TN 37774
|
SNH Tellico Trust
|
$258,000
|
SNH TENN Tenant LLC
|
Morningside of Belmont
1710 Magnolia Boulevard
Nashville, TN 37212
|
SNH/LTA Properties Trust
|
$183,000
|
SNH TENN Tenant LLC
|
Morningside of Cleveland
2900 Westside Drive, N.W.
Cleveland, TN 37312
|
MSD Pool 1 LLC
|
$69,000
|
SNH TENN Tenant LLC
|
Morningside of Cookeville
1010 East Spring Street
Cookeville, TN 38501
|
MSD Pool 1 LLC
|
$67,500
|
SNH TENN Tenant LLC
|
Morningside of Franklin
105 Sunrise Circle
Franklin, TN 37067
|
MSD Pool 2 LLC
|
$60,000
|
SNH TENN Tenant LLC
|
Morningside of Gallatin
1085 Hartsville Pike
Gallatin, TN 37066
|
SNH/LTA Properties Trust
|
$63,000
|
SNH TENN Tenant LLC
|
Morningside of Jackson
1200 North Parkway
Jackson, TN 38305
|
MSD Pool 2 LLC
|
$91,500
|
SNH TENN Tenant LLC
|
Morningside of Paris
350 Volunteer Drive
Paris, TN 38242
|
SNH/LTA Properties Trust
|
$112,500
|
SNH TENN Tenant LLC
|
Walking Horse Meadow
207 Uffelman Drive
Clarksville, TN 37043
|
SNH/LTA Properties Trust
|
$84,000
|
SNH TENN Tenant LLC
|
Williamsburg Villas
3020 Heatherton Way
Knoxville, TN 37920
|
MSD Pool 2 LLC
|
$127,500
|
SNH Toto Tenant LLC
|
Brandon Woods at Alvamar
1501 Inverness Drive
Lawrence, KS 66047
|
SNH CHS Properties Trust
|
$328,500
|
SNH Toto Tenant LLC
|
Overland Park Place
6555 West 75th Street
Overland Park, KS 66204
|
SNH CHS Properties Trust
|
$201,000
|
SNH Toto Tenant LLC
|
The Forum at Overland Park
3501 West 95th Street
Overland Park, KS 66206
|
SNH FM Financing LLC
|
$306,000
|
SNH VA Tenant LLC
|
Dominion Village of Chesapeake
2856 Forehand Drive
Chesapeake, VA 23323
|
SNH CHS Properties Trust
|
$57,000
|
SNH VA Tenant LLC
|
Dominion Village of Poquoson
531 Wythe Creek Road
Poquoson, VA 23662
|
SNH CHS Properties Trust
|
$61,500
|
SNH VA Tenant LLC
|
Dominion Village of Williamsburg
4132 Longhill Road
Williamsburg, VA 23188
|
SNH CHS Properties Trust
|
$78,000
|
SNH VA Tenant LLC
|
HeartFields at Fredericksburg
20 HeartFields Lane
Fredericksburg, VA 22405-2368
|
SNH FM Financing LLC
|
$121,500
|
SNH VA Tenant LLC
|
Morningside in the West End (including Morningside at Skipwith (West End))
3000 Skipwith Road
Richmond, VA 23294
|
SNH/LTA Properties Trust
|
$130,500
|
SNH VA Tenant LLC
|
Morningside of Bellgrade
2800 Polo Parkway
Midlothian, VA 23113
|
SNH/LTA Properties Trust
|
$181,500
|
SNH VA Tenant LLC
|
Morningside of Charlottesville
491 Crestwood Drive
Charlottesville, VA 22903
|
SNH FM Financing LLC
|
$150,000
|
SNH VA Tenant LLC
|
Morningside of Newport News
655 Denbigh Boulevard
Newport News, VA 23608
|
SNH FM Financing LLC
|
$133,500
|
SNH VA Tenant LLC
|
Morningside of Williamsburg
440 McLaws Circle
Williamsburg, VA 23185
|
SNH/LTA Properties Trust
|
$129,000
|
SNH VA Tenant LLC
|
Talbot Park
6311 Granby Street
Norfolk, VA 23505-4454
|
SNH/LTA Properties Trust
|
$169,500
|
SNH VA Tenant LLC
|
The Reserve at Greenbrier
1005 Elysian Place
Chesapeake, VA 23320-2989
|
SNH/LTA Properties Trust
|
$258,000
|
SNH Viking Tenant LLC
|
Wellstead of Rogers and Diamondcrest Senior Living
20500 & 20600 S. Diamond Lake Road
Rogers, MN 55374
|
SNH CHS Properties Trust
|
$282,000
|
SNH WIS Tenant LLC
|
Brookfield Rehabilitation and Specialty Care Center
18740 W. Bluemound Road
Brookfield, WI 53045
|
SPTMNR Properties Trust
|
$306,000
|
SNH WIS Tenant LLC
|
Manorpointe-Oak Creek Independent Senior Apartments and Meadowmere/Mitchell Manor-Oak Creek Assisted Living (including Manorpointe Apartments, Meadowmere - Oak Creek and Mitchell Manor Oak Creek)
700 East Stonegate Drive, 701 East Puetz Road & 8740 S. Oak Park Drive
Oak Creek, WI 53154
|
SPTMNR Properties Trust
|
$222,000
|
SNH WIS Tenant LLC
|
Meadowmere and Mitchell Manor West Allis (including Meadowmere West Allis, Mitchell Manor and Mitchell Manor - West Allis)
2330 S. 54th Street & 5301 West Lincoln Avenue
West Allis, WI 53219
|
SPTMNR Properties Trust
|
$342,000
|
SNH WIS Tenant LLC
|
Meadowmere-Madison Assisted Living (including Meadowmre-Madison)
5601 Burke Road
Madison, WI 53718
|
SPTMNR Properties Trust
|
$90,000
|
SNH WIS Tenant LLC
|
Meadowmere-Northshore Assisted Living (including Meadowmre-Northshore)
10803 North Port Washington Road
Mequon, WI 53902
|
SNH FM Financing LLC
|
$90,000
|
SNH WIS Tenant LLC
|
Meadowmere-Southport Assisted Living (including Meadowmere-Southport)
8350 & 8351 Sheridan Road
Kenosha, WI 53143
|
SPTMNR Properties Trust
|
$94,500
|
SNH WIS Tenant LLC
|
Virginia Health and Rehabilitation Center
1451 Cleveland Avenue
Waukesha, WI 53186
|
SPTMNR Properties Trust
|
$157,500
|
SNH WY Tenant LLC
|
Laramie Care Center
503 South 18th Street
Laramie, WY 82070
|
SPTIHS Properties Trust
|
$147,000
|
SNH WY Tenant LLC
|
Worland Healthcare and Rehabilitation Center
1901 Howell Avenue
Worland, WY 82401
|
SPTIHS Properties Trust
|
$136,500
|
SNH Yonkers Tenant Inc.
|
Five Star Premier Residences of Yonkers
537 Riverdale Avenue
Yonkers, NY 10705
|
SNH Yonkers Properties Trust
|
$300,000
|