|
|
|
|
|
Maryland
|
|
46-3999490
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
CTRE
|
The Nasdaq Stock Market LLC
|
|
|
(Nasdaq Global Select Market)
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
PART I
|
||
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
|
|
|
Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
PART IV
|
||
Item 15.
|
Exhibits, Financial Statements and Financial Statement Schedules
|
|
Item 16.
|
10-K Summary
|
|
Signatures
|
|
ITEM 1.
|
Business
|
•
|
Shift of Patient Care to Lower Cost Alternatives. The growth of the senior population in the United States continues to increase healthcare costs. In response, federal and state governments have adopted cost-containment measures that encourage the treatment of patients in more cost-effective settings such as SNFs, for which the staffing requirements and associated costs are often significantly lower than acute care hospitals, inpatient rehabilitation facilities and other post-acute care settings. As a result, SNFs are generally serving a larger population of higher-acuity patients than in the past. The same trend is impacting ALFs, which are now generally serving some patients who previously would have received services at SNFs.
|
•
|
Significant Acquisition and Consolidation Opportunities. The skilled nursing industry is large and highly fragmented, characterized predominantly by numerous local and regional providers. We believe this fragmentation provides significant acquisition and consolidation opportunities for us.
|
•
|
Widening Supply and Demand Imbalance. The number of SNFs has declined modestly over the past several years. According to the American Health Care Association, the nursing home industry was comprised of approximately 15,700 facilities as of December 2016, as compared with over 16,700 facilities as of December 2000. As of January 29, 2020, the Centers for Medicare & Medicaid Services’ Medicare.gov website reported a total of 15,454 SNFs in the United States. We expect that the supply/demand imbalance in the skilled nursing industry will increasingly favor skilled nursing and assisted living providers due to the shift of patient care to lower cost settings, an aging population and increasing life expectancies.
|
•
|
Increased Demand Driven by Aging Populations and Increased Life Expectancy. As life expectancy continues to increase in the United States and seniors account for a higher percentage of the total U.S. population, we believe the overall demand for skilled nursing services will increase. At present, the primary market demographic for skilled nursing services is individuals age 75 and older. The 2017 U.S. Census reported that there were over 49.2 million people in the United States in 2016 over the age of 65. The 2017 U.S. Census estimates this group to be one of the fastest growing segments of the United States population, projecting that it will almost double between 2016 and 2060. According to the Centers for Medicare & Medicaid Services, nursing home care facilities and continuing care retirement expenditures are projected to grow from approximately $166 billion in 2017 to approximately $270 billion in 2027, representing a compounded annual growth rate of 5.0%. We believe that these trends will support an increasing demand for skilled nursing services, which in turn will likely support an increasing demand for the services provided within our properties.
|
•
|
Skilled Nursing Facilities. SNFs are licensed healthcare facilities that provide restorative, rehabilitative and nursing care for people not requiring the more extensive and sophisticated treatment available at acute care hospitals. Treatment programs include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment. Charges for these services are generally paid from a combination of government reimbursement and private sources. As of December 31, 2019, our portfolio included 176 SNFs, 18 of which are located on campuses that also have assisted or independent living operations, which we refer to as multi-service campuses.
|
•
|
Assisted Living Facilities. ALFs are licensed healthcare facilities that provide personal care services, support and housing for those who need help with activities of daily living, such as bathing, eating and dressing, yet require limited medical care. The programs and services may include transportation, social activities, exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room setting and other activities sought by residents. These facilities are often apartment-like buildings with private residences ranging from single rooms to large apartments. Certain ALFs may offer higher levels of personal assistance for residents requiring memory care as a result of Alzheimer’s disease or other forms of dementia. The level of personal assistance that may be provided at ALFs is based in part on state regulations. Since states often apply differing license classifications, and standards, regulatory requirements may differ significantly between states. As of December 31, 2019, our portfolio included 38 ALFs, some of which also contain independent living and memory care units.
|
•
|
Independent Living Facilities. ILFs, also known as retirement communities or senior apartments, are not healthcare facilities and are not licensed to provide healthcare services to residents. The facilities typically consist of entirely self-contained apartments, complete with their own kitchens, baths and individual living spaces, as well as parking for tenant vehicles. They are most often rented unfurnished, and generally can be personalized by the tenants, typically an individual or a couple over the age of 55. These facilities offer various services and amenities such as laundry, housekeeping, dining options/meal plans, exercise and wellness programs, transportation, social, cultural and recreational activities, on-site security and emergency response programs. As of December 31, 2019, our portfolio of three ILFs included two that are operated by Ensign and one that is operated by us.
|
|
|
Total(1)
|
|
SNFs
|
|
Multi-Service Campuses
|
|
ALFs and ILFs(1)
|
||||||||||||
State
|
|
Properties
|
Beds/Units
|
|
Facilities
|
Beds
|
|
Campuses
|
Beds/Units
|
|
Facilities
|
Beds/Units
|
||||||||
TX
|
|
38
|
|
4,725
|
|
|
32
|
|
3,960
|
|
|
2
|
|
355
|
|
|
4
|
|
410
|
|
CA
|
|
34
|
|
4,015
|
|
|
25
|
|
2,847
|
|
|
4
|
|
759
|
|
|
5
|
|
409
|
|
ID
|
|
16
|
|
1,358
|
|
|
15
|
|
1,289
|
|
|
1
|
|
69
|
|
|
—
|
|
—
|
|
IA
|
|
15
|
|
986
|
|
|
13
|
|
815
|
|
|
2
|
|
171
|
|
|
—
|
|
—
|
|
OH
|
|
13
|
|
1,270
|
|
|
9
|
|
720
|
|
|
4
|
|
550
|
|
|
—
|
|
—
|
|
WA
|
|
12
|
|
1,080
|
|
|
11
|
|
980
|
|
|
—
|
|
—
|
|
|
1
|
|
100
|
|
UT
|
|
12
|
|
1,306
|
|
|
10
|
|
1,179
|
|
|
—
|
|
—
|
|
|
2
|
|
127
|
|
AZ
|
|
11
|
|
1,328
|
|
|
8
|
|
962
|
|
|
—
|
|
—
|
|
|
3
|
|
366
|
|
MI
|
|
10
|
|
669
|
|
|
6
|
|
480
|
|
|
—
|
|
—
|
|
|
4
|
|
189
|
|
IL
|
|
8
|
|
772
|
|
|
7
|
|
644
|
|
|
1
|
|
128
|
|
|
—
|
|
—
|
|
LA
|
|
8
|
|
1,164
|
|
|
7
|
|
949
|
|
|
1
|
|
215
|
|
|
—
|
|
—
|
|
CO
|
|
7
|
|
785
|
|
|
5
|
|
522
|
|
|
—
|
|
—
|
|
|
2
|
|
263
|
|
NE
|
|
5
|
|
366
|
|
|
3
|
|
220
|
|
|
2
|
|
146
|
|
|
—
|
|
—
|
|
VA
|
|
5
|
|
279
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
5
|
|
279
|
|
FL
|
|
4
|
|
404
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
4
|
|
404
|
|
NV
|
|
3
|
|
304
|
|
|
1
|
|
92
|
|
|
—
|
|
—
|
|
|
2
|
|
212
|
|
WI
|
|
3
|
|
206
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
3
|
|
206
|
|
NC
|
|
2
|
|
100
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
2
|
|
100
|
|
MN
|
|
2
|
|
62
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
2
|
|
62
|
|
MT
|
|
1
|
|
100
|
|
|
1
|
|
100
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
IN
|
|
1
|
|
162
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
162
|
|
NM
|
|
1
|
|
136
|
|
|
1
|
|
136
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
MD
|
|
1
|
|
120
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
120
|
|
GA
|
|
1
|
|
105
|
|
|
1
|
|
105
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
OR
|
|
1
|
|
53
|
|
|
1
|
|
53
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
SD
|
|
1
|
|
99
|
|
|
1
|
|
99
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
ND
|
|
1
|
|
110
|
|
|
1
|
|
110
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
WV
|
|
1
|
|
67
|
|
|
—
|
|
—
|
|
|
1
|
|
67
|
|
|
—
|
|
—
|
|
Total
|
|
217
|
|
22,131
|
|
|
158
|
|
16,262
|
|
|
18
|
|
2,460
|
|
|
41
|
|
3,409
|
|
|
Year Ended December 31,
|
|||
Property Type
|
2019
|
2018
|
||
Facilities Leased to Tenants: (1)
|
|
|
||
SNFs
|
78
|
%
|
77
|
%
|
Multi-Service Campuses
|
76
|
%
|
77
|
%
|
ALFs and ILFs
|
83
|
%
|
84
|
%
|
Facilities Operated by CareTrust REIT:(2)
|
|
|
||
ILFs
|
89
|
%
|
83
|
%
|
(1)
|
Occupancy data derived solely from information provided by our tenants without independent verification by us. The leased facility financial performance data is presented one quarter in arrears.
|
(2)
|
As of December 31, 2019, we owned and operated one ILF. Occupancy data for the year ended December 31, 2019 includes the one ILF owned and operated. Occupancy data for the year ended December 31, 2018 includes the three ILFs owned and operated.
|
|
For the Year Ended December 31, 2019
|
||||||
Property Type
|
Rental Income
(in thousands)
|
Percent
of Total
|
Total Beds/
Units
|
||||
SNFs
|
$
|
115,362
|
|
74
|
%
|
16,262
|
|
Multi-Service Campuses
|
18,109
|
|
12
|
%
|
2,460
|
|
|
ALFs and ILFs
|
22,196
|
|
14
|
%
|
3,241
|
|
|
Total(1)
|
$
|
155,667
|
|
100
|
%
|
21,963
|
|
(1)
|
Due to the adoption of the new lease accounting standards updates (the “new lease ASUs”) on January 1, 2019, the assessment of collectibility of our tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Tenant receivables written off for leases determined to be not probable of collection are recorded as decreases through rental income on our consolidated income statements. Additionally, tenant recoveries for real estate taxes are recognized to the extent that we pay the third party directly and classified as rental income on our consolidated income statements. See Note 2, Summary of Significant Accounting Policies for further details.
|
|
For the Year Ended December 31, 2018
|
||||||
Property Type
|
Rental Income
(in thousands)
|
Percent
of Total
|
Total Beds/
Units
|
||||
SNFs
|
$
|
102,555
|
|
73
|
%
|
13,698
|
|
Multi-Service Campuses
|
15,543
|
|
11
|
%
|
2,521
|
|
|
ALFs and ILFs
|
21,975
|
|
16
|
%
|
2,867
|
|
|
Total
|
$
|
140,073
|
|
100
|
%
|
19,086
|
|
|
For the Year Ended December 31, 2019
|
|
For the Year Ended December 31, 2018
|
||||||||
State
|
Rental Income(1)
|
Percent of Total
|
|
Rental Income
|
Percent of Total
|
||||||
CA
|
$
|
35,297
|
|
23
|
%
|
|
$
|
26,897
|
|
19
|
%
|
TX
|
32,364
|
|
21
|
%
|
|
26,567
|
|
19
|
%
|
||
LA
|
15,880
|
|
10
|
%
|
|
—
|
|
—
|
%
|
||
AZ
|
12,461
|
|
8
|
%
|
|
9,125
|
|
7
|
%
|
||
ID
|
11,717
|
|
8
|
%
|
|
10,770
|
|
8
|
%
|
||
UT
|
6,740
|
|
4
|
%
|
|
6,125
|
|
4
|
%
|
||
MI
|
6,007
|
|
4
|
%
|
|
6,004
|
|
4
|
%
|
||
CO
|
5,485
|
|
4
|
%
|
|
4,192
|
|
3
|
%
|
||
WA
|
5,145
|
|
3
|
%
|
|
6,353
|
|
5
|
%
|
||
IL
|
4,725
|
|
3
|
%
|
|
3,792
|
|
3
|
%
|
||
VA
|
3,171
|
|
2
|
%
|
|
3,137
|
|
2
|
%
|
||
IA
|
2,815
|
|
2
|
%
|
|
5,805
|
|
4
|
%
|
||
WI
|
2,535
|
|
2
|
%
|
|
2,850
|
|
2
|
%
|
||
NV
|
2,091
|
|
1
|
%
|
|
1,038
|
|
1
|
%
|
||
NC
|
1,097
|
|
1
|
%
|
|
1,069
|
|
1
|
%
|
||
NM
|
987
|
|
1
|
%
|
|
1,046
|
|
1
|
%
|
||
OH
|
964
|
|
1
|
%
|
|
17,300
|
|
12
|
%
|
||
NE
|
956
|
|
1
|
%
|
|
1,396
|
|
1
|
%
|
||
SD
|
886
|
|
1
|
%
|
|
395
|
|
—
|
%
|
||
IN
|
760
|
|
—
|
%
|
|
937
|
|
1
|
%
|
||
MN
|
577
|
|
—
|
%
|
|
1,275
|
|
1
|
%
|
||
MT
|
550
|
|
—
|
%
|
|
495
|
|
—
|
%
|
||
FL
|
550
|
|
—
|
%
|
|
1,527
|
|
1
|
%
|
||
GA
|
485
|
|
—
|
%
|
|
880
|
|
1
|
%
|
||
ND
|
433
|
|
—
|
%
|
|
80
|
|
—
|
%
|
||
WV
|
384
|
|
—
|
%
|
|
115
|
|
—
|
%
|
||
OR
|
376
|
|
—
|
%
|
|
368
|
|
—
|
%
|
||
MD
|
229
|
|
—
|
%
|
|
535
|
|
—
|
%
|
||
Total
|
$
|
155,667
|
|
100
|
%
|
|
$
|
140,073
|
|
100
|
%
|
(1)
|
Due to the adoption of the new lease ASUs on January 1, 2019, the assessment of collectibility of our tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. Tenant receivables written off for leases determined to be not probable of collection are recorded as decreases through rental income on our consolidated income statements. Additionally, tenant recoveries for real estate taxes are recognized to the extent that we pay the third party directly and classified as rental income on our consolidated income statements. See Note 2, Summary of Significant Accounting Policies for further details.
|
•
|
State and Federal “Fraud and Abuse” Laws and Regulations. The Medicare and Medicaid anti-fraud and abuse amendments to the Social Security Act (the “Anti-Kickback Law”) make it a felony, subject to certain exceptions, to engage in illegal remuneration arrangements with vendors, physicians and other health care providers for the referral of Medicare beneficiaries or Medicaid recipients. When a violation occurs, the government may proceed criminally or civilly. If the government proceeds criminally, a violation is a felony and may result in imprisonment for up to five years, fines of up to $25,000 and mandatory exclusion from participation in all federal health care programs. If the government proceeds civilly, it may impose a civil monetary penalty of $50,000 per violation and an assessment of not more than three times the total amount of remuneration involved, and it may exclude the parties from participation in all federal health care programs. Violations of the Anti-Kickback Statute also serve as a basis for federal False Claims Act cases. Many states have enacted laws similar to, and in some cases broader than, the Anti-Kickback Law.
|
•
|
Restrictions on Referrals. The federal physician self-referral law and its implementing regulations (commonly referred to as the “Stark Law”) prohibits providers of “designated health services” from billing Medicare or Medicaid if the patient is referred by a physician (or his/her immediate family member) with a financial relationship with the entity, unless an exception applies. “Designated health services” include clinical laboratory services; physical therapy services; occupational therapy services; outpatient speech-language pathology; radiology services, including magnetic resonance imaging, computerized axial tomography scans, and ultrasound services; radiation therapy services and supplies; durable medical equipment and services; parenteral and enteral nutrients, equipment and services; prosthetics, orthotics, and prosthetic devices and supplies; home health services; outpatient prescription drugs; and inpatient and outpatient hospital services. The Stark Law also prohibits the furnishing entity from submitting a claim for reimbursement or otherwise billing Medicare or any other person or entity for improperly referred designated health services. Many designated health services are commonly provided in SNFs and ALFs.
|
•
|
Access to capital. We believe the UPREIT structure provides us with access to capital for refinancing and growth. Because an UPREIT structure includes a partnership as well as a corporation, we can access the markets through the Operating Partnership issuing equity or debt as well as the corporation issuing capital stock or debt securities. Sources of capital include possible future issuances of debt or equity through public offerings or private placements.
|
•
|
Growth. The UPREIT structure allows stockholders, through their ownership of common stock, and the limited partners, through their ownership of OP Units, an opportunity to participate in future investments we may make in additional properties.
|
•
|
Tax deferral. The UPREIT structure provides property owners who transfer their real properties to the Operating Partnership in exchange for OP Units the opportunity to defer the tax consequences that otherwise would arise from a sale of their real properties and other assets to us or to a third party. As a result, this structure allows us to acquire assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell because of tax considerations.
|
ITEM 1A.
|
Risk Factors
|
•
|
statutory and regulatory changes;
|
•
|
retroactive rate adjustments;
|
•
|
recovery of program overpayments or set-offs;
|
•
|
administrative rulings;
|
•
|
policy interpretations;
|
•
|
payment or other delays by fiscal intermediaries or carriers;
|
•
|
government funding restrictions (at a program level or with respect to specific facilities); and
|
•
|
interruption or delays in payments due to any ongoing governmental investigations and audits.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby reducing our cash flow available to fund working capital, dividends, capital expenditures and acquisitions and other general corporate purposes;
|
•
|
require us to maintain certain debt coverage and other financial ratios at specified levels, thereby reducing our financial flexibility;
|
•
|
make it more difficult for us to satisfy our financial obligations, including the Notes and borrowings under the Amended Credit Facility;
|
•
|
increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;
|
•
|
expose us to increases in interest rates for our variable rate debt;
|
•
|
limit, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds on favorable terms or at all to expand our business or ease liquidity constraints;
|
•
|
limit our ability to refinance all or a portion of our indebtedness on or before maturity on the same or more favorable terms or at all;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and our industry;
|
•
|
place us at a competitive disadvantage relative to competitors that have less indebtedness;
|
•
|
require us to dispose of one or more of our properties at disadvantageous prices in order to service our indebtedness or to raise funds to pay such indebtedness at maturity; and
|
•
|
result in an event of default if we fail to satisfy our obligations under the Notes or our other debt or fail to comply with the financial and other restrictive covenants contained in the indenture governing the Notes or the Amended Credit Agreement, which event of default could result in all of our debt becoming immediately due and payable and could permit certain of our lenders to foreclose on our assets securing such debt.
|
•
|
“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special appraisal rights and special stockholder voting requirements on these combinations; and
|
•
|
“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
|
ITEM 1B.
|
Unresolved Staff Comments
|
Lease
|
|
|
|
|
||||||
Maturity
|
|
Percent of Total
|
|
Percent of
|
||||||
Year
|
Investment(1)
|
Investment
|
Rent(1)
|
Total Rent
|
||||||
2026
|
$
|
48,988
|
|
2.9
|
%
|
$
|
5,237
|
|
3.2
|
%
|
2027
|
41,896
|
|
2.5
|
%
|
4,894
|
|
3.0
|
%
|
||
2028
|
68,193
|
|
4.0
|
%
|
7,558
|
|
4.6
|
%
|
||
2029
|
148,710
|
|
8.8
|
%
|
12,199
|
|
7.5
|
%
|
||
2030
|
190,540
|
|
11.3
|
%
|
16,000
|
|
9.8
|
%
|
||
2031
|
536,671
|
|
31.7
|
%
|
50,800
|
|
31.1
|
%
|
||
2032
|
208,443
|
|
12.3
|
%
|
19,581
|
|
12.0
|
%
|
||
2033
|
210,601
|
|
12.5
|
%
|
22,767
|
|
14.0
|
%
|
||
2034
|
237,078
|
|
14.0
|
%
|
24,117
|
|
14.8
|
%
|
||
Total
|
$
|
1,691,120
|
|
100.0
|
%
|
$
|
163,153
|
|
100.0
|
%
|
(1)
|
Amounts exclude properties classified as held for sale as of December 31, 2019.
|
ITEM 3.
|
Legal Proceedings
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
|
|
Year Ended December 31,
|
||||||
Common Stock
|
2019
|
|
2018
|
||||
Ordinary dividend
|
$
|
0.8120
|
|
|
$
|
0.8025
|
|
Non-dividend distributions
|
0.0880
|
|
|
0.0175
|
|
||
|
$
|
0.9000
|
|
|
$
|
0.8200
|
|
ITEM 6.
|
Selected Financial Data
|
|
As of or For the Year Ended December 31,
|
||||||||||||||
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||
Income statement data:
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
163,401
|
|
$
|
156,941
|
|
$
|
132,982
|
|
$
|
104,679
|
|
$
|
74,951
|
|
Income before provision for income taxes
|
46,359
|
|
57,923
|
|
25,874
|
|
29,353
|
|
10,034
|
|
|||||
Net income
|
46,359
|
|
57,923
|
|
25,874
|
|
29,353
|
|
10,034
|
|
|||||
Net income per share, basic
|
0.49
|
|
0.73
|
|
0.35
|
|
0.52
|
|
0.26
|
|
|||||
Net income per share, diluted
|
0.49
|
|
0.72
|
|
0.35
|
|
0.52
|
|
0.26
|
|
|||||
Balance sheet data:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,518,861
|
|
$
|
1,291,762
|
|
$
|
1,184,986
|
|
$
|
925,358
|
|
$
|
673,166
|
|
Senior unsecured notes payable, net
|
295,911
|
|
295,153
|
|
294,395
|
|
255,294
|
|
254,229
|
|
|||||
Senior unsecured term loan, net
|
198,713
|
|
99,612
|
|
99,517
|
|
99,422
|
|
—
|
|
|||||
Unsecured revolving credit facility
|
60,000
|
|
95,000
|
|
165,000
|
|
95,000
|
|
45,000
|
|
|||||
Secured mortgage indebtedness, net
|
—
|
|
—
|
|
—
|
|
—
|
|
94,676
|
|
|||||
Total equity
|
927,591
|
|
768,247
|
|
594,617
|
|
452,430
|
|
262,288
|
|
|||||
Other financial data:
|
|
|
|
|
|
||||||||||
Dividends declared per common share
|
$
|
0.90
|
|
$
|
0.82
|
|
$
|
0.74
|
|
$
|
0.68
|
|
$
|
0.64
|
|
FFO(1)
|
113,029
|
|
101,536
|
|
62,275
|
|
61,483
|
|
34,109
|
|
|||||
FAD(1)
|
117,751
|
|
104,989
|
|
66,406
|
|
65,118
|
|
37,831
|
|
(1)
|
We believe that net income, as defined by U.S. generally accepted accounting principles (“GAAP”), is the most appropriate earnings measure. We also believe that Funds From Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and Funds Available for Distribution (“FAD”) are important non-GAAP supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation provide another view of performance. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined as net income (loss) computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate related depreciation and amortization and impairment charges. We define FAD as FFO excluding noncash income and expenses such as amortization of stock-based compensation, amortization of deferred financing costs and the effect of straight-line rent. We believe that the use of FFO and FAD, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. We consider FFO and FAD to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses from real estate dispositions, impairment charges and real estate depreciation and amortization, and, for FAD, by excluding noncash income and expenses such as amortization of stock-based compensation, amortization of deferred financing costs, and the effect of straight-line rent, FFO and FAD can help investors compare our operating performance between periods and to other REITs. However, our computation of FFO and FAD may not be comparable to FFO and FAD reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define FAD differently than we do. Further, FFO and FAD
|
|
For the Year Ended December 31,
|
||||||||||||||
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||
Net income
|
$
|
46,359
|
|
$
|
57,923
|
|
$
|
25,874
|
|
$
|
29,353
|
|
$
|
10,034
|
|
Real estate related depreciation and amortization
|
51,755
|
|
45,664
|
|
39,049
|
|
31,865
|
|
24,075
|
|
|||||
(Gain) loss on sale of real estate
|
(1,777
|
)
|
(2,051
|
)
|
—
|
|
265
|
|
—
|
|
|||||
Impairment of real estate investments
|
16,692
|
|
—
|
|
890
|
|
—
|
|
—
|
|
|||||
Gain on disposition of other real estate investment
|
—
|
|
—
|
|
(3,538
|
)
|
—
|
|
—
|
|
|||||
FFO
|
113,029
|
|
101,536
|
|
62,275
|
|
61,483
|
|
34,109
|
|
|||||
Amortization of deferred financing costs
|
2,003
|
|
1,938
|
|
2,059
|
|
2,239
|
|
2,200
|
|
|||||
Amortization of stock-based compensation
|
4,104
|
|
3,848
|
|
2,416
|
|
1,546
|
|
1,522
|
|
|||||
Straight-line rental income
|
(1,385
|
)
|
(2,333
|
)
|
(344
|
)
|
(150
|
)
|
—
|
|
|||||
FAD
|
$
|
117,751
|
|
$
|
104,989
|
|
$
|
66,406
|
|
$
|
65,118
|
|
$
|
37,831
|
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Overview
|
•
|
Recent Transactions
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Obligations and Commitments
|
•
|
Capital Expenditures
|
•
|
Critical Accounting Policies
|
•
|
Impact of Inflation
|
•
|
Off-Balance Sheet Arrangements
|
|
For the Three Months Ended
|
|
|
||||||||||||||||
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
|
Total
|
||||||||||
Number of shares
|
2,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,459
|
|
|||||
Average sales price per share
|
$
|
19.48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.48
|
|
Gross proceeds(1)
|
$
|
47,893
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,893
|
|
(1)
|
Total gross proceeds is before $0.6 million in commissions paid to the sales agents under the Prior ATM Program during the year ended December 31, 2019.
|
|
Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percentage
Difference
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
155,667
|
|
|
$
|
140,073
|
|
|
$
|
15,594
|
|
|
11
|
%
|
Tenant reimbursements
|
—
|
|
|
11,924
|
|
|
(11,924
|
)
|
|
(100
|
)%
|
|||
Independent living facilities
|
3,389
|
|
|
3,379
|
|
|
10
|
|
|
—
|
%
|
|||
Interest and other income
|
4,345
|
|
|
1,565
|
|
|
2,780
|
|
|
178
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
51,822
|
|
|
45,766
|
|
|
6,056
|
|
|
13
|
%
|
|||
Interest expense
|
28,125
|
|
|
27,860
|
|
|
265
|
|
|
1
|
%
|
|||
Property taxes
|
3,048
|
|
|
11,924
|
|
|
(8,876
|
)
|
|
(74
|
)%
|
|||
Independent living facilities
|
2,898
|
|
|
2,964
|
|
|
(66
|
)
|
|
(2
|
)%
|
|||
Impairment of real estate investments
|
16,692
|
|
|
—
|
|
|
16,692
|
|
|
100
|
%
|
|||
Provision for loan losses
|
1,076
|
|
|
—
|
|
|
1,076
|
|
|
100
|
%
|
|||
General and administrative
|
15,158
|
|
|
12,555
|
|
|
2,603
|
|
|
21
|
%
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(dollars in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
126,295
|
|
|
$
|
99,357
|
|
Net cash used in investing activities
|
(316,007
|
)
|
|
(115,069
|
)
|
||
Net cash provided by financing activities
|
173,247
|
|
|
45,595
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(16,465
|
)
|
|
29,883
|
|
||
Cash and cash equivalents at beginning of period
|
36,792
|
|
|
6,909
|
|
||
Cash and cash equivalents at end of period
|
$
|
20,327
|
|
|
$
|
36,792
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less
than
1 Year
|
|
1 Year
to Less
than
3 Years
|
|
3 Years
to Less
than
5 Years
|
|
More
than
5 years
|
||||||||||
Senior unsecured notes payable (1)
|
$
|
386,625
|
|
|
$
|
15,750
|
|
|
$
|
31,500
|
|
|
$
|
31,500
|
|
|
$
|
307,875
|
|
Senior unsecured term loan (2)
|
240,524
|
|
|
6,648
|
|
|
13,260
|
|
|
13,278
|
|
|
207,338
|
|
|||||
Unsecured revolving credit facility (3)
|
68,322
|
|
|
2,684
|
|
|
5,352
|
|
|
60,286
|
|
|
—
|
|
|||||
Operating lease
|
3,421
|
|
|
71
|
|
|
104
|
|
|
104
|
|
|
3,142
|
|
|||||
Total
|
$
|
698,892
|
|
|
$
|
25,153
|
|
|
$
|
50,216
|
|
|
$
|
105,168
|
|
|
$
|
518,355
|
|
(1)
|
Amounts include interest payments of $86.6 million.
|
(2)
|
Amounts include interest payments of $40.5 million.
|
(3)
|
Amounts include payments related to the credit facility fee.
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
ITEM 9A.
|
Controls and Procedures
|
ITEM 9B.
|
Other Information
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
ITEM 11.
|
Executive Compensation
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
ITEM 14.
|
Principal Accountant Fees and Services
|
ITEM 15.
|
Exhibits, Financial Statements and Financial Statement Schedules
|
(a)(1)
|
Financial Statements
|
|
|
|
See Index to Consolidated Financial Statements on page F-1 of this report.
|
|
|
(a)(2)
|
Financial Statement Schedules
|
|
|
|
Schedule III: Real Estate Assets and Accumulated Depreciation
|
|
|
|
Schedule IV: Mortgage Loans on Real Estate
|
|
|
|
Note: All other schedules have been omitted because the required information is presented in the financial statements and the related notes or because the schedules are not applicable.
|
|
|
(a)(3)
|
Exhibits
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Management contract or compensatory plan or arrangement.
|
ITEM 16.
|
10-K Summary
|
CARETRUST REIT, INC.
|
|
|
|
By:
|
/S/ GREGORY K. STAPLEY
|
|
Gregory K. Stapley
|
|
President and Chief Executive Officer
|
|
|
Dated: February 20, 2020
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ GREGORY K. STAPLEY
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 20, 2020
|
Gregory K. Stapley
|
|
|
|
|
/s/ WILLIAM M. WAGNER
|
|
Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)
|
|
February 20, 2020
|
William M. Wagner
|
|
|
|
|
/s/ ALLEN C. BARBIERI
|
|
Director
|
|
February 20, 2020
|
Allen C. Barbieri
|
|
|
|
|
/s/ JON D. KLINE
|
|
Director
|
|
February 20, 2020
|
Jon D. Kline
|
|
|
|
|
/s/ DIANA LAING
|
|
Director
|
|
February 20, 2020
|
Diana Laing
|
|
|
|
|
/s/ SPENCER PLUMB
|
|
Director
|
|
February 20, 2020
|
Spencer Plumb
|
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Page
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Reports of Independent Registered Public Accounting Firms with respect to CareTrust REIT, Inc.
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Consolidated Balance Sheets as of December 31, 2019 and 2018
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Consolidated Income Statements for the years ended December 31, 2019, 2018 and 2017
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Consolidated Statements of Equity for the years ended December 31, 2019, 2018 and 2017
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Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
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Notes to Consolidated Financial Statements
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Schedule III: Real Estate Assets and Accumulated Depreciation
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Schedule IV: Mortgage Loans on Real Estate
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•
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We tested the effectiveness of controls over management’s evaluation of impairment of real estate investments for assets held for sale, including those controls relating to the determination of the fair value of assets held for sale, such as controls related to management’s review of forecasted operating cash flows, selection of capitalization rates, and use of comparable sales data.
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•
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We evaluated the reasonableness of management’s inputs for forecasted operating cash flows, capitalization rates, and comparable sales data used in the Company’s fair value evaluation by:
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◦
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Evaluating the source information used by management to develop and support the respective input
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◦
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Independently obtaining market data to compare to that used by management
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◦
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Comparing inputs used to historical transactions executed by the Company
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◦
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Evaluating evidence related to prospective sales of the real estate investments for overall consistency with inputs selected by management
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◦
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Inspecting minutes of the meetings of board of directors and other available information to identify any evidence that may contradict management’s assertions regarding its selected inputs.
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December 31,
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||||||
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2019
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2018
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Assets:
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||||||
Real estate investments, net
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$
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1,414,200
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$
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1,216,237
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Other real estate investments, net
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33,300
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18,045
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Assets held for sale, net
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34,590
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—
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Cash and cash equivalents
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20,327
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36,792
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Accounts and other receivables, net
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2,571
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11,387
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Prepaid expenses and other assets
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10,850
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8,668
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Deferred financing costs, net
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3,023
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633
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Total assets
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$
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1,518,861
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$
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1,291,762
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Liabilities and Equity:
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Senior unsecured notes payable, net
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$
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295,911
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$
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295,153
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Senior unsecured term loan, net
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198,713
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99,612
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Unsecured revolving credit facility
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60,000
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95,000
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Accounts payable and accrued liabilities
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14,962
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15,967
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Dividends payable
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21,684
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17,783
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Total liabilities
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591,270
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523,515
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Commitments and contingencies (Note 10)
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Equity:
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Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2019 and December 31, 2018
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—
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—
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Common stock, $0.01 par value; 500,000,000 shares authorized, 95,103,270 and 85,867,044 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
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951
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859
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Additional paid-in capital
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1,162,990
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965,578
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Cumulative distributions in excess of earnings
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(236,350
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)
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(198,190
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)
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Total equity
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927,591
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768,247
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Total liabilities and equity
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$
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1,518,861
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$
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1,291,762
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Year Ended December 31,
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2019
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2018
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2017
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Revenues:
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Rental income
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$
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155,667
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$
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140,073
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$
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117,633
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Tenant reimbursements
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—
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11,924
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10,254
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Independent living facilities
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3,389
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3,379
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3,228
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Interest and other income
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4,345
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1,565
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1,867
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Total revenues
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163,401
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156,941
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132,982
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Expenses:
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Depreciation and amortization
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51,822
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45,766
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39,159
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Interest expense
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28,125
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27,860
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24,196
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Loss on the extinguishment of debt
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—
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—
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11,883
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Property taxes
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3,048
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11,924
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10,254
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Independent living facilities
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2,898
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2,964
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2,733
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Impairment of real estate investments
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16,692
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—
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890
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Provision for loan losses
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1,076
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—
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—
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Reserve for advances and deferred rent
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—
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—
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10,414
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General and administrative
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15,158
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12,555
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11,117
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Total expenses
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118,819
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101,069
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110,646
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Other income:
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Gain on sale of real estate
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1,777
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2,051
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—
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Gain on disposition of other real estate investment
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—
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—
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3,538
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Net income
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$
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46,359
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$
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57,923
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$
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25,874
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Earnings per common share:
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Basic
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$
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0.49
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$
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0.73
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$
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0.35
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Diluted
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$
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0.49
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$
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0.72
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$
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0.35
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Weighted-average number of common shares:
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Basic
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93,088
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79,386
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72,647
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Diluted
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93,098
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79,392
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72,647
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Common Stock
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Additional
Paid-in
Capital
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Cumulative
Distributions
in Excess
of Earnings
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Total
Equity
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Shares
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Amount
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Balance as of December 31, 2016
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64,816,350
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$
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648
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$
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611,475
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$
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(159,693
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)
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$
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452,430
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Issuance of common stock, net
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10,573,089
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106
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170,213
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—
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170,319
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Vesting of restricted common stock, net of shares withheld for employee taxes
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88,763
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1
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(867
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—
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(866
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)
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Amortization of stock-based compensation
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—
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—
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2,416
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—
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2,416
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Common dividends ($0.74 per share)
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—
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—
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—
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(55,556
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)
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(55,556
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)
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Net income
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—
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—
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—
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25,874
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25,874
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Balance as of December 31, 2017
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75,478,202
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755
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783,237
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(189,375
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594,617
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Issuance of common stock, net
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10,264,981
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103
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179,783
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—
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179,886
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Vesting of restricted common stock, net of shares withheld for employee taxes
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123,861
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1
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(1,290
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—
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(1,289
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)
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Amortization of stock-based compensation
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—
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—
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3,848
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—
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3,848
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Common dividends ($0.82 per share)
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—
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—
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—
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(66,738
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)
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(66,738
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)
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Net income
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—
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—
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—
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57,923
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57,923
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Balance as of December 31, 2018
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85,867,044
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859
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965,578
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(198,190
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)
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768,247
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Issuance of common stock, net
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9,100,250
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91
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195,833
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—
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195,924
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Vesting of restricted common stock, net of shares withheld for employee taxes
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135,976
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|
1
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(2,525
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)
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—
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(2,524
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)
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Amortization of stock-based compensation
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—
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—
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|
4,104
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—
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4,104
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Common dividends ($0.90 per share)
|
—
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|
|
—
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—
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(84,519
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)
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(84,519
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)
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||||
Net income
|
—
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|
|
—
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—
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46,359
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46,359
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Balance as of December 31, 2019
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95,103,270
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|
|
$
|
951
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$
|
1,162,990
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$
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(236,350
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)
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$
|
927,591
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Year Ended December 31,
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||||||||||
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2019
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|
2018
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|
2017
|
||||||
Cash flows from operating activities:
|
|
|
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Net income
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$
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46,359
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$
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57,923
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$
|
25,874
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Adjustments to reconcile net income to net cash provided by operating activities:
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|
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|
||||||
Depreciation and amortization (including below-market ground leases)
|
51,866
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45,783
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|
39,176
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|
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Amortization of deferred financing costs
|
2,003
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|
|
1,938
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|
|
2,100
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|
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Loss on the extinguishment of debt
|
—
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|
|
—
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|
|
11,883
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|
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Amortization of stock-based compensation
|
4,104
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3,848
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2,416
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Straight-line rental income
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(1,385
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)
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(2,333
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)
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(344
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)
|
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Adjustment for collectibility of rental income
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11,774
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—
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—
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Noncash interest income
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(797
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)
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(238
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)
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(686
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)
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Gain on sale of real estate
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(1,777
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)
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(2,051
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)
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—
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Interest income distribution from other real estate investment
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463
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—
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1,500
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Reserve for advances and deferred rent
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—
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—
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10,414
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Impairment of real estate investments
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16,692
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|
|
—
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|
|
890
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|
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Provision for loan losses
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1,076
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|
|
—
|
|
|
—
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|
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Change in operating assets and liabilities:
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|
||||||
Accounts and other receivables, net
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(6,283
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)
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|
(3,800
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)
|
|
(9,428
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)
|
|||
Prepaid expenses and other assets
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(495
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)
|
|
(270
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)
|
|
(273
|
)
|
|||
Accounts payable and accrued liabilities
|
2,695
|
|
|
(1,443
|
)
|
|
5,278
|
|
|||
Net cash provided by operating activities
|
126,295
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|
|
99,357
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|
88,800
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|
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Cash flows from investing activities:
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|
||||||
Acquisitions of real estate, net of deposits applied
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(321,458
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)
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(111,640
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)
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(296,517
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)
|
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Improvements to real estate
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(3,352
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)
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|
(7,230
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)
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|
(748
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)
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Purchases of equipment, furniture and fixtures
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(2,937
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)
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|
(1,782
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)
|
|
(403
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)
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Investment in real estate mortgage and other loans receivable
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(18,246
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)
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(5,648
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)
|
|
(12,416
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)
|
|||
Principal payments received on real estate mortgage and other loans receivable
|
24,283
|
|
|
3,227
|
|
|
25
|
|
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Repayment of other real estate investment
|
2,204
|
|
|
—
|
|
|
7,500
|
|
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Escrow deposits for acquisitions of real estate
|
—
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|
|
(5,000
|
)
|
|
—
|
|
|||
Net proceeds from sales of real estate
|
3,499
|
|
|
13,004
|
|
|
—
|
|
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Net cash used in investing activities
|
(316,007
|
)
|
|
(115,069
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)
|
|
(302,559
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the issuance of common stock, net
|
195,924
|
|
|
179,882
|
|
|
170,323
|
|
|||
Proceeds from the issuance of senior unsecured notes payable
|
—
|
|
|
—
|
|
|
300,000
|
|
|||
Proceeds from the issuance of senior unsecured term loan
|
200,000
|
|
|
—
|
|
|
—
|
|
|||
Borrowings under unsecured revolving credit facility
|
243,000
|
|
|
65,000
|
|
|
238,000
|
|
|||
Payments on senior unsecured notes payable
|
—
|
|
|
—
|
|
|
(267,639
|
)
|
|||
Payments on senior unsecured term loan
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on unsecured revolving credit facility
|
(278,000
|
)
|
|
(135,000
|
)
|
|
(168,000
|
)
|
|||
Payments of deferred financing costs
|
(4,534
|
)
|
|
—
|
|
|
(6,063
|
)
|
|||
Net-settle adjustment on restricted stock
|
(2,524
|
)
|
|
(1,288
|
)
|
|
(866
|
)
|
|||
Dividends paid on common stock
|
(80,619
|
)
|
|
(62,999
|
)
|
|
(52,587
|
)
|
|||
Net cash provided by financing activities
|
173,247
|
|
|
45,595
|
|
|
213,168
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(16,465
|
)
|
|
29,883
|
|
|
(591
|
)
|
|||
Cash and cash equivalents, beginning of period
|
36,792
|
|
|
6,909
|
|
|
7,500
|
|
|||
Cash and cash equivalents, end of period
|
$
|
20,327
|
|
|
$
|
36,792
|
|
|
$
|
6,909
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
26,005
|
|
|
$
|
25,941
|
|
|
$
|
29,619
|
|
Supplemental schedule of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Increase in dividends payable
|
$
|
3,900
|
|
|
$
|
3,739
|
|
|
$
|
2,970
|
|
Right-of-use asset obtained in exchange for new operating lease obligation
|
$
|
1,010
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Application of escrow deposit to acquisition real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
700
|
|
Transfer of pre-acquisition costs to acquired assets
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sale of real estate settled with notes receivable
|
$
|
27,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Package of practical expedients – provides that the Company is not required to reevaluate its existing or expired leases as of January 1, 2019, under the new lease ASUs.
|
•
|
Optional transition method practical expedient – allows the Company to apply the new lease ASUs prospectively from the adoption date of January 1, 2019.
|
•
|
Single component practical expedient – allows the Company to account for lease and non-lease components associated with that lease as a single component under the new lease ASUs, if certain criteria are met.
|
•
|
Short-term leases practical expedient – for the Company’s operating leases with a term of less than 12 months in which it is the lessee, this expedient allows the Company not to record on its balance sheet related lease liabilities and right-of-use assets.
|
•
|
Whether any expired or existing contracts as of January 1, 2019 were leases or contained leases.
|
◦
|
This practical expedient is primarily applicable to entities that have contracts containing embedded leases. As of January 1, 2019, the Company had no such contracts; therefore, this practical expedient had no effect on the Company.
|
•
|
The lease classification for any leases expired or existing as of January 1, 2019.
|
◦
|
The election of the package of practical expedients provides that the Company is not required to reassess the classification of its leases existing as of January 1, 2019. This means that all of the Company’s leases that were classified as operating leases in accordance with the lease accounting standards in effect prior to January 1, 2019 continue to be classified as operating leases after adoption of the new lease ASUs.
|
Building
|
|
25-40 years
|
Building improvements
|
|
10-25 years
|
Tenant improvements
|
|
Shorter of lease term or expected useful life
|
Integral equipment, furniture and fixtures
|
|
5 years
|
Identified intangible assets
|
|
Shorter of lease term or expected useful life
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
204,154
|
|
|
$
|
166,948
|
|
Buildings and improvements
|
1,400,927
|
|
|
1,201,209
|
|
||
Integral equipment, furniture and fixtures
|
93,005
|
|
|
87,623
|
|
||
Identified intangible assets
|
1,650
|
|
|
2,382
|
|
||
Real estate investments
|
1,699,736
|
|
|
1,458,162
|
|
||
Accumulated depreciation and amortization
|
(285,536
|
)
|
|
(241,925
|
)
|
||
Real estate investments, net
|
$
|
1,414,200
|
|
|
$
|
1,216,237
|
|
Year
|
Amount
|
||
2020
|
$
|
168,394
|
|
2021
|
169,175
|
|
|
2022
|
169,272
|
|
|
2023
|
168,968
|
|
|
2024
|
169,069
|
|
|
Thereafter
|
1,144,102
|
|
|
|
$
|
1,988,980
|
|
Year
|
Amount
|
||
2019
|
$
|
146,010
|
|
2020
|
146,560
|
|
|
2021
|
147,132
|
|
|
2022
|
147,719
|
|
|
2023
|
148,169
|
|
|
Thereafter
|
1,055,012
|
|
|
|
$
|
1,790,602
|
|
|
For the Year Ended December 31, 2019
|
||
Rental Income
|
|
||
Contractual rent due(1)
|
$
|
166,056
|
|
Straight-line rent
|
1,385
|
|
|
Adjustment for collectibility of rental income(2)
|
(11,774
|
)
|
|
Total
|
$
|
155,667
|
|
(1)
|
Initial cash rent including operating expense reimbursements adjusted for rental escalators and increases due to landlord funded capital improvements.
|
(2)
|
In accordance with the new lease ASUs, the Company evaluated the collectibility of lease payments through maturity and determined that it was not probable that the Company would collect substantially all of the contractual obligations from five operators through maturity. As such, the Company reversed rental income comprised of $7.8 million of unpaid contractual rent, $3.5 million of straight-line rent and $0.5 million of property tax reimbursements during the year ended December 31, 2019. If lease payments are subsequently deemed probable of collection, the Company increases rental income accordingly.
|
Type of Property
|
Purchase Price(1)
|
|
Initial Annual Cash Rent(2)
|
|
Number of Properties
|
|
Number of Beds/Units(3)
|
||||||
Skilled nursing
|
$
|
254,760
|
|
|
$
|
22,909
|
|
|
17
|
|
|
2,099
|
|
Multi-service campuses
|
59,344
|
|
|
5,203
|
|
|
4
|
|
|
762
|
|
||
Assisted living
|
12,596
|
|
|
1,031
|
|
|
1
|
|
|
96
|
|
||
Total
|
$
|
326,700
|
|
|
$
|
29,143
|
|
|
22
|
|
|
2,957
|
|
(1)
|
Purchase price includes capitalized acquisition costs.
|
(2)
|
Initial annual cash rent excludes ground lease income.
|
(3)
|
The number of beds/units includes operating beds at acquisition date.
|
Type of Property
|
Purchase Price(1)
|
|
Initial Annual Cash Rent
|
|
Number of Properties
|
|
Number of Beds/Units(2)
|
|||||||
Skilled nursing
|
$
|
85,814
|
|
|
$
|
7,715
|
|
|
10
|
|
|
926
|
|
|
Multi-service campuses
|
27,520
|
|
(3)
|
2,240
|
|
|
2
|
|
|
177
|
|
|||
Assisted living
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
113,334
|
|
|
$
|
9,955
|
|
|
$
|
12
|
|
|
1,103
|
|
(1)
|
Purchase price includes capitalized acquisition costs.
|
(2)
|
The number of beds/units includes operating beds at acquisition date.
|
(3)
|
The Company has committed to fund approximately $1.4 million in revenue-producing capital expenditures over the next 24 months based on the in-place lease yield, which is included in the purchase price.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Face
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Face
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred equity investments
|
$
|
2,327
|
|
|
$
|
3,800
|
|
|
$
|
3,674
|
|
|
$
|
4,531
|
|
|
$
|
5,746
|
|
|
$
|
6,246
|
|
Mortgage loans receivable
|
29,500
|
|
|
29,500
|
|
|
29,500
|
|
|
12,375
|
|
|
12,299
|
|
|
12,375
|
|
||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior unsecured notes payable
|
$
|
300,000
|
|
|
$
|
295,911
|
|
|
$
|
312,750
|
|
|
$
|
300,000
|
|
|
$
|
295,153
|
|
|
$
|
289,500
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
Principal
|
Deferred
|
Carrying
|
|
Principal
|
Deferred
|
Carrying
|
||||||||||||
|
Amount
|
Loan Fees
|
Value
|
|
Amount
|
Loan Fees
|
Value
|
||||||||||||
Senior unsecured notes payable
|
$
|
300,000
|
|
$
|
(4,089
|
)
|
$
|
295,911
|
|
|
$
|
300,000
|
|
$
|
(4,847
|
)
|
$
|
295,153
|
|
Senior unsecured term loan
|
200,000
|
|
(1,287
|
)
|
198,713
|
|
|
100,000
|
|
(388
|
)
|
99,612
|
|
||||||
Unsecured revolving credit facility
|
60,000
|
|
—
|
|
60,000
|
|
|
95,000
|
|
—
|
|
95,000
|
|
||||||
|
$
|
560,000
|
|
$
|
(5,376
|
)
|
$
|
554,624
|
|
|
$
|
495,000
|
|
$
|
(5,235
|
)
|
$
|
489,765
|
|
Year
|
Amount
|
||
2020
|
$
|
—
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
60,000
|
|
|
2024
|
—
|
|
|
Thereafter
|
500,000
|
|
|
|
$
|
560,000
|
|
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Number of shares
|
2,459
|
|
|
10,265
|
|
||
Average sales price per share
|
$
|
19.48
|
|
|
$
|
17.76
|
|
Gross proceeds(1)
|
$
|
47,893
|
|
|
$
|
182,321
|
|
(1)
|
Total gross proceeds is before $0.6 million and $2.3 million, respectively, of commissions paid to the sales agents during the years ended December 31, 2019 and 2018 under the Prior ATM Program.
|
|
|
For the Three Months Ended
|
||||||||||||||
2019
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
Dividends declared
|
|
$
|
0.225
|
|
|
$
|
0.225
|
|
|
$
|
0.225
|
|
|
$
|
0.225
|
|
Dividends payment date
|
|
April 15, 2019
|
|
|
July 15, 2019
|
|
|
October 15, 2019
|
|
|
January 15, 2020
|
|
||||
Dividends payable as of record date
|
|
$
|
20,011
|
|
|
$
|
21,508
|
|
|
$
|
21,500
|
|
|
$
|
21,500
|
|
Dividends record date
|
|
March 29, 2019
|
|
|
June 28, 2019
|
|
|
September 30, 2019
|
|
|
December 31, 2019
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
|
$
|
0.205
|
|
|
$
|
0.205
|
|
|
$
|
0.205
|
|
|
$
|
0.205
|
|
Dividends payment date
|
|
April 13, 2018
|
|
|
July 13, 2018
|
|
|
October 15, 2018
|
|
|
January 15, 2019
|
|
||||
Dividends payable as of record date
|
|
$
|
15,608
|
|
|
$
|
16,224
|
|
|
$
|
17,196
|
|
|
$
|
17,710
|
|
Dividends record date
|
|
March 30, 2018
|
|
|
June 29, 2018
|
|
|
September 28, 2018
|
|
|
December 31, 2018
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
|
$
|
0.185
|
|
|
$
|
0.185
|
|
|
$
|
0.185
|
|
|
$
|
0.185
|
|
Dividends payment date
|
|
April 14, 2017
|
|
|
July 14, 2017
|
|
|
October 13, 2017
|
|
|
January 16, 2018
|
|
||||
Dividends payable as of record date
|
|
$
|
13,421
|
|
|
$
|
14,047
|
|
|
$
|
14,045
|
|
|
$
|
14,043
|
|
Dividends record date
|
|
March 31, 2017
|
|
|
June 30, 2017
|
|
|
September 29, 2017
|
|
|
December 29, 2017
|
|
|
Shares
|
|
Weighted Average Share Price
|
|||
Unvested balance at December 31, 2017
|
422,911
|
|
|
$
|
14.19
|
|
Granted
|
287,982
|
|
|
15.25
|
|
|
Vested
|
(191,287
|
)
|
|
14.39
|
|
|
Forfeited
|
(334
|
)
|
|
15.21
|
|
|
Unvested balance at December 31, 2018
|
519,272
|
|
|
14.69
|
|
|
Granted
|
180,629
|
|
|
22.22
|
|
|
Vested
|
(247,534
|
)
|
|
14.50
|
|
|
Forfeited
|
(134
|
)
|
|
15.21
|
|
|
Unvested balance at December 31, 2019
|
452,233
|
|
|
$
|
17.90
|
|
|
For Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Stock-based compensation expense
|
$
|
4,104
|
|
|
$
|
3,848
|
|
|
$
|
2,416
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
46,359
|
|
|
$
|
57,923
|
|
|
$
|
25,874
|
|
Less: Net income allocated to participating securities
|
(296
|
)
|
|
(364
|
)
|
|
(354
|
)
|
|||
Numerator for basic and diluted earnings available to common stockholders
|
$
|
46,063
|
|
|
$
|
57,559
|
|
|
$
|
25,520
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average basic common shares outstanding
|
93,088
|
|
|
79,386
|
|
|
72,647
|
|
|||
Weighted-average diluted common shares outstanding
|
93,098
|
|
|
79,392
|
|
|
72,647
|
|
|||
|
|
|
|
|
|
||||||
Earnings per common share, basic
|
$
|
0.49
|
|
|
$
|
0.73
|
|
|
$
|
0.35
|
|
Earnings per common share, diluted
|
$
|
0.49
|
|
|
$
|
0.72
|
|
|
$
|
0.35
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate investments, net
|
$
|
—
|
|
|
$
|
894,830
|
|
|
$
|
519,370
|
|
|
$
|
—
|
|
|
$
|
1,414,200
|
|
Other real estate investments, net
|
—
|
|
|
29,500
|
|
|
3,800
|
|
|
—
|
|
|
33,300
|
|
|||||
Assets held for sale, net
|
—
|
|
|
34,590
|
|
|
—
|
|
|
—
|
|
|
34,590
|
|
|||||
Cash and cash equivalents
|
—
|
|
|
20,327
|
|
|
—
|
|
|
—
|
|
|
20,327
|
|
|||||
Accounts and other receivables, net
|
—
|
|
|
2,549
|
|
|
22
|
|
|
—
|
|
|
2,571
|
|
|||||
Prepaid expenses and other assets
|
—
|
|
|
10,847
|
|
|
3
|
|
|
—
|
|
|
10,850
|
|
|||||
Deferred financing costs, net
|
—
|
|
|
3,023
|
|
|
—
|
|
|
—
|
|
|
3,023
|
|
|||||
Investment in subsidiaries
|
949,275
|
|
|
541,019
|
|
|
—
|
|
|
(1,490,294
|
)
|
|
—
|
|
|||||
Intercompany
|
—
|
|
|
—
|
|
|
19,295
|
|
|
(19,295
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
949,275
|
|
|
$
|
1,536,685
|
|
|
$
|
542,490
|
|
|
$
|
(1,509,589
|
)
|
|
$
|
1,518,861
|
|
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior unsecured notes payable, net
|
$
|
—
|
|
|
$
|
295,911
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,911
|
|
Senior unsecured term loan, net
|
—
|
|
|
198,713
|
|
|
—
|
|
|
—
|
|
|
198,713
|
|
|||||
Unsecured revolving credit facility
|
—
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
60,000
|
|
|||||
Accounts payable and accrued liabilities
|
—
|
|
|
13,491
|
|
|
1,471
|
|
|
—
|
|
|
14,962
|
|
|||||
Dividends payable
|
21,684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,684
|
|
|||||
Intercompany
|
—
|
|
|
19,295
|
|
|
—
|
|
|
(19,295
|
)
|
|
—
|
|
|||||
Total liabilities
|
21,684
|
|
|
587,410
|
|
|
1,471
|
|
|
(19,295
|
)
|
|
591,270
|
|
|||||
Total equity
|
927,591
|
|
|
949,275
|
|
|
541,019
|
|
|
(1,490,294
|
)
|
|
927,591
|
|
|||||
Total liabilities and equity
|
$
|
949,275
|
|
|
$
|
1,536,685
|
|
|
$
|
542,490
|
|
|
$
|
(1,509,589
|
)
|
|
$
|
1,518,861
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate investments, net
|
$
|
—
|
|
|
$
|
887,921
|
|
|
$
|
328,316
|
|
|
$
|
—
|
|
|
$
|
1,216,237
|
|
Other real estate investments, net
|
—
|
|
|
12,299
|
|
|
5,746
|
|
|
—
|
|
|
18,045
|
|
|||||
Cash and cash equivalents
|
—
|
|
|
36,792
|
|
|
—
|
|
|
—
|
|
|
36,792
|
|
|||||
Accounts and other receivables, net
|
—
|
|
|
9,359
|
|
|
2,028
|
|
|
—
|
|
|
11,387
|
|
|||||
Prepaid expenses and other assets
|
—
|
|
|
8,666
|
|
|
2
|
|
|
—
|
|
|
8,668
|
|
|||||
Deferred financing costs, net
|
—
|
|
|
633
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|||||
Investment in subsidiaries
|
786,030
|
|
|
484,955
|
|
|
—
|
|
|
(1,270,985
|
)
|
|
—
|
|
|||||
Intercompany
|
—
|
|
|
—
|
|
|
151,242
|
|
|
(151,242
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
786,030
|
|
|
$
|
1,440,625
|
|
|
$
|
487,334
|
|
|
$
|
(1,422,227
|
)
|
|
$
|
1,291,762
|
|
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior unsecured notes payable, net
|
$
|
—
|
|
|
$
|
295,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,153
|
|
Senior unsecured term loan, net
|
—
|
|
|
99,612
|
|
|
—
|
|
|
—
|
|
|
99,612
|
|
|||||
Unsecured revolving credit facility
|
—
|
|
|
95,000
|
|
|
—
|
|
|
—
|
|
|
95,000
|
|
|||||
Accounts payable and accrued liabilities
|
—
|
|
|
13,588
|
|
|
2,379
|
|
|
—
|
|
|
15,967
|
|
|||||
Dividends payable
|
17,783
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,783
|
|
|||||
Intercompany
|
—
|
|
|
151,242
|
|
|
—
|
|
|
(151,242
|
)
|
|
—
|
|
|||||
Total liabilities
|
17,783
|
|
|
654,595
|
|
|
2,379
|
|
|
(151,242
|
)
|
|
523,515
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, $0.01 par value; 500,000,000 shares authorized, 85,867,044 shares issued and outstanding as of December 31, 2018
|
859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
859
|
|
|||||
Additional paid-in capital
|
965,578
|
|
|
661,686
|
|
|
321,761
|
|
|
(983,447
|
)
|
|
965,578
|
|
|||||
Cumulative distributions in excess of earnings
|
(198,190
|
)
|
|
124,344
|
|
|
163,194
|
|
|
(287,538
|
)
|
|
(198,190
|
)
|
|||||
Total equity
|
768,247
|
|
|
786,030
|
|
|
484,955
|
|
|
(1,270,985
|
)
|
|
768,247
|
|
|||||
Total liabilities and equity
|
$
|
786,030
|
|
|
$
|
1,440,625
|
|
|
$
|
487,334
|
|
|
$
|
(1,422,227
|
)
|
|
$
|
1,291,762
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
—
|
|
|
$
|
81,380
|
|
|
$
|
74,287
|
|
|
$
|
—
|
|
|
$
|
155,667
|
|
Independent living facilities
|
—
|
|
|
—
|
|
|
3,389
|
|
|
—
|
|
|
3,389
|
|
|||||
Interest and other income
|
—
|
|
|
3,001
|
|
|
1,344
|
|
|
—
|
|
|
4,345
|
|
|||||
Total revenues
|
—
|
|
|
84,381
|
|
|
79,020
|
|
|
—
|
|
|
163,401
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
30,436
|
|
|
21,386
|
|
|
—
|
|
|
51,822
|
|
|||||
Interest expense
|
—
|
|
|
28,125
|
|
|
—
|
|
|
—
|
|
|
28,125
|
|
|||||
Property taxes
|
—
|
|
|
2,887
|
|
|
161
|
|
|
—
|
|
|
3,048
|
|
|||||
Independent living facilities
|
—
|
|
|
—
|
|
|
2,898
|
|
|
—
|
|
|
2,898
|
|
|||||
Impairment of real estate investments
|
—
|
|
|
16,692
|
|
|
—
|
|
|
—
|
|
|
16,692
|
|
|||||
Provision for loan losses
|
—
|
|
|
1,076
|
|
|
—
|
|
|
—
|
|
|
1,076
|
|
|||||
General and administrative
|
4,218
|
|
|
10,868
|
|
|
72
|
|
|
—
|
|
|
15,158
|
|
|||||
Total expenses
|
4,218
|
|
|
90,084
|
|
|
24,517
|
|
|
—
|
|
|
118,819
|
|
|||||
Gain on sale of real estate
|
—
|
|
|
217
|
|
|
1,560
|
|
|
—
|
|
|
1,777
|
|
|||||
Income in Subsidiary
|
50,577
|
|
|
56,063
|
|
|
—
|
|
|
(106,640
|
)
|
|
—
|
|
|||||
Net income
|
$
|
46,359
|
|
|
$
|
50,577
|
|
|
$
|
56,063
|
|
|
$
|
(106,640
|
)
|
|
$
|
46,359
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
—
|
|
|
$
|
81,560
|
|
|
$
|
58,513
|
|
|
$
|
—
|
|
|
$
|
140,073
|
|
Tenant reimbursements
|
—
|
|
|
7,173
|
|
|
4,751
|
|
|
—
|
|
|
11,924
|
|
|||||
Independent living facilities
|
—
|
|
|
—
|
|
|
3,379
|
|
|
—
|
|
|
3,379
|
|
|||||
Interest and other income
|
—
|
|
|
1,369
|
|
|
196
|
|
|
—
|
|
|
1,565
|
|
|||||
Total revenues
|
—
|
|
|
90,102
|
|
|
66,839
|
|
|
—
|
|
|
156,941
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
27,553
|
|
|
18,213
|
|
|
—
|
|
|
45,766
|
|
|||||
Interest expense
|
—
|
|
|
27,860
|
|
|
—
|
|
|
—
|
|
|
27,860
|
|
|||||
Property taxes
|
—
|
|
|
7,173
|
|
|
4,751
|
|
|
—
|
|
|
11,924
|
|
|||||
Independent living facilities
|
—
|
|
|
—
|
|
|
2,964
|
|
|
—
|
|
|
2,964
|
|
|||||
General and administrative
|
3,856
|
|
|
8,623
|
|
|
76
|
|
|
—
|
|
|
12,555
|
|
|||||
Total expenses
|
3,856
|
|
|
71,209
|
|
|
26,004
|
|
|
—
|
|
|
101,069
|
|
|||||
Gain on sale of real estate
|
—
|
|
|
2,051
|
|
|
—
|
|
|
—
|
|
|
2,051
|
|
|||||
Income in Subsidiary
|
61,779
|
|
|
40,835
|
|
|
—
|
|
|
(102,614
|
)
|
|
—
|
|
|||||
Net income
|
$
|
57,923
|
|
|
$
|
61,779
|
|
|
$
|
40,835
|
|
|
$
|
(102,614
|
)
|
|
$
|
57,923
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
—
|
|
|
$
|
60,464
|
|
|
$
|
57,169
|
|
|
$
|
—
|
|
|
$
|
117,633
|
|
Tenant reimbursements
|
—
|
|
|
5,493
|
|
|
4,761
|
|
|
—
|
|
|
10,254
|
|
|||||
Independent living facilities
|
—
|
|
|
—
|
|
|
3,228
|
|
|
—
|
|
|
3,228
|
|
|||||
Interest and other income
|
—
|
|
|
215
|
|
|
1,652
|
|
|
—
|
|
|
1,867
|
|
|||||
Total revenues
|
—
|
|
|
66,172
|
|
|
66,810
|
|
|
—
|
|
|
132,982
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
20,048
|
|
|
19,111
|
|
|
—
|
|
|
39,159
|
|
|||||
Interest expense
|
—
|
|
|
24,196
|
|
|
—
|
|
|
—
|
|
|
24,196
|
|
|||||
Loss on the extinguishment of debt
|
—
|
|
|
11,883
|
|
|
—
|
|
|
—
|
|
|
11,883
|
|
|||||
Property taxes
|
—
|
|
|
5,493
|
|
|
4,761
|
|
|
—
|
|
|
10,254
|
|
|||||
Independent living facilities
|
—
|
|
|
—
|
|
|
2,733
|
|
|
—
|
|
|
2,733
|
|
|||||
Impairment of real estate investment
|
—
|
|
|
—
|
|
|
890
|
|
|
—
|
|
|
890
|
|
|||||
Reserve for advances and deferred rent
|
—
|
|
|
10,414
|
|
|
—
|
|
|
—
|
|
|
10,414
|
|
|||||
General and administrative
|
2,638
|
|
|
8,417
|
|
|
62
|
|
|
—
|
|
|
11,117
|
|
|||||
Total expenses
|
2,638
|
|
|
80,451
|
|
|
27,557
|
|
|
—
|
|
|
110,646
|
|
|||||
Gain on disposition of other real estate investment
|
—
|
|
|
—
|
|
|
3,538
|
|
|
—
|
|
|
3,538
|
|
|||||
Income in Subsidiary
|
28,512
|
|
|
42,791
|
|
|
—
|
|
|
(71,303
|
)
|
|
—
|
|
|||||
Net income
|
$
|
25,874
|
|
|
$
|
28,512
|
|
|
$
|
42,791
|
|
|
$
|
(71,303
|
)
|
|
$
|
25,874
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(114
|
)
|
|
$
|
49,681
|
|
|
$
|
76,728
|
|
|
$
|
—
|
|
|
$
|
126,295
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions of real estate, net of deposits applied
|
—
|
|
|
(109,294
|
)
|
|
(212,164
|
)
|
|
—
|
|
|
(321,458
|
)
|
|||||
Improvements to real estate
|
—
|
|
|
(1,360
|
)
|
|
(1,992
|
)
|
|
—
|
|
|
(3,352
|
)
|
|||||
Purchases of equipment, furniture and fixtures
|
—
|
|
|
(2,933
|
)
|
|
(4
|
)
|
|
—
|
|
|
(2,937
|
)
|
|||||
Investment in real estate mortgage and other loans receivable
|
—
|
|
|
(18,246
|
)
|
|
—
|
|
|
—
|
|
|
(18,246
|
)
|
|||||
Principal payments received on real estate mortgage and other loans receivable
|
—
|
|
|
24,283
|
|
|
—
|
|
|
—
|
|
|
24,283
|
|
|||||
Repayment of other real estate investment
|
—
|
|
|
—
|
|
|
2,204
|
|
|
—
|
|
|
2,204
|
|
|||||
Net proceeds from sales of real estate
|
—
|
|
|
218
|
|
|
3,281
|
|
|
—
|
|
|
3,499
|
|
|||||
Distribution from Subsidiary
|
80,619
|
|
|
—
|
|
|
—
|
|
|
(80,619
|
)
|
|
—
|
|
|||||
Intercompany financing
|
(193,286
|
)
|
|
(131,947
|
)
|
|
—
|
|
|
325,233
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(112,667
|
)
|
|
(239,279
|
)
|
|
(208,675
|
)
|
|
244,614
|
|
|
(316,007
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from the issuance of common stock, net
|
195,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,924
|
|
|||||
Proceeds from the issuance of senior unsecured term loan
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Borrowings under unsecured revolving credit facility
|
—
|
|
|
243,000
|
|
|
—
|
|
|
—
|
|
|
243,000
|
|
|||||
Payments on unsecured revolving credit facility
|
—
|
|
|
(278,000
|
)
|
|
—
|
|
|
—
|
|
|
(278,000
|
)
|
|||||
Payments on senior unsecured term loan
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Payments of deferred financing costs
|
—
|
|
|
(4,534
|
)
|
|
—
|
|
|
—
|
|
|
(4,534
|
)
|
|||||
Net-settle adjustment on restricted stock
|
(2,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,524
|
)
|
|||||
Dividends paid on common stock
|
(80,619
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,619
|
)
|
|||||
Distribution to Parent
|
—
|
|
|
(80,619
|
)
|
|
—
|
|
|
80,619
|
|
|
—
|
|
|||||
Intercompany financing
|
—
|
|
|
193,286
|
|
|
131,947
|
|
|
(325,233
|
)
|
|
—
|
|
|||||
Net cash provided by financing activities
|
112,781
|
|
|
173,133
|
|
|
131,947
|
|
|
(244,614
|
)
|
|
173,247
|
|
|||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(16,465
|
)
|
|
—
|
|
|
—
|
|
|
(16,465
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
36,792
|
|
|
—
|
|
|
—
|
|
|
36,792
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
20,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,327
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(10
|
)
|
|
$
|
40,092
|
|
|
$
|
59,275
|
|
|
$
|
—
|
|
|
$
|
99,357
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions of real estate
|
—
|
|
|
(111,640
|
)
|
|
—
|
|
|
—
|
|
|
(111,640
|
)
|
|||||
Improvements to real estate
|
—
|
|
|
(7,204
|
)
|
|
(26
|
)
|
|
—
|
|
|
(7,230
|
)
|
|||||
Purchases of equipment, furniture and fixtures
|
—
|
|
|
(1,713
|
)
|
|
(69
|
)
|
|
—
|
|
|
(1,782
|
)
|
|||||
Investment in real estate mortgage and other loans receivable
|
—
|
|
|
(5,648
|
)
|
|
—
|
|
|
—
|
|
|
(5,648
|
)
|
|||||
Principal payments received on real estate mortgage and other loans receivable
|
—
|
|
|
3,227
|
|
|
—
|
|
|
—
|
|
|
3,227
|
|
|||||
Escrow deposit for acquisition of real estate
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
Net proceeds from the sale of real estate
|
—
|
|
|
13,004
|
|
|
—
|
|
|
—
|
|
|
13,004
|
|
|||||
Distribution from Subsidiary
|
62,999
|
|
|
—
|
|
|
—
|
|
|
(62,999
|
)
|
|
—
|
|
|||||
Intercompany financing
|
(178,584
|
)
|
|
59,180
|
|
|
—
|
|
|
119,404
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(115,585
|
)
|
|
(55,794
|
)
|
|
(95
|
)
|
|
56,405
|
|
|
(115,069
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of common stock, net
|
179,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,882
|
|
|||||
Borrowings under unsecured revolving credit facility
|
—
|
|
|
65,000
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|||||
Payments on unsecured revolving credit facility
|
—
|
|
|
(135,000
|
)
|
|
—
|
|
|
—
|
|
|
(135,000
|
)
|
|||||
Net-settle adjustment on restricted stock
|
(1,288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,288
|
)
|
|||||
Dividends paid on common stock
|
(62,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,999
|
)
|
|||||
Distribution to Parent
|
—
|
|
|
(62,999
|
)
|
|
—
|
|
|
62,999
|
|
|
—
|
|
|||||
Intercompany financing
|
—
|
|
|
178,584
|
|
|
(59,180
|
)
|
|
(119,404
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
115,595
|
|
|
45,585
|
|
|
(59,180
|
)
|
|
(56,405
|
)
|
|
45,595
|
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
29,883
|
|
|
—
|
|
|
—
|
|
|
29,883
|
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
6,909
|
|
|
—
|
|
|
—
|
|
|
6,909
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
36,792
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,792
|
|
|
Parent
Guarantor
|
|
Issuers
|
|
Combined
Subsidiary
Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(222
|
)
|
|
$
|
25,745
|
|
|
$
|
63,277
|
|
|
$
|
—
|
|
|
$
|
88,800
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition of real estate
|
—
|
|
|
(296,517
|
)
|
|
—
|
|
|
—
|
|
|
(296,517
|
)
|
|||||
Improvements to real estate
|
—
|
|
|
(681
|
)
|
|
(67
|
)
|
|
—
|
|
|
(748
|
)
|
|||||
Purchases of equipment, furniture and fixtures
|
—
|
|
|
(309
|
)
|
|
(94
|
)
|
|
—
|
|
|
(403
|
)
|
|||||
Investment in real estate mortgage loan receivable
|
—
|
|
|
(12,416
|
)
|
|
—
|
|
|
—
|
|
|
(12,416
|
)
|
|||||
Sale of other real estate investment
|
—
|
|
|
—
|
|
|
7,500
|
|
|
—
|
|
|
7,500
|
|
|||||
Principal payments received on mortgage loan receivable
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Distribution from Subsidiary
|
52,587
|
|
|
—
|
|
|
—
|
|
|
(52,587
|
)
|
|
—
|
|
|||||
Intercompany financing
|
(169,235
|
)
|
|
70,616
|
|
|
—
|
|
|
98,619
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
(116,648
|
)
|
|
(239,282
|
)
|
|
7,339
|
|
|
46,032
|
|
|
(302,559
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of common stock, net
|
170,323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,323
|
|
|||||
Proceeds from the issuance of senior unsecured notes payable
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||
Borrowings under unsecured revolving credit facility
|
—
|
|
|
238,000
|
|
|
—
|
|
|
—
|
|
|
238,000
|
|
|||||
Payments on senior unsecured notes payable
|
—
|
|
|
(267,639
|
)
|
|
—
|
|
|
—
|
|
|
(267,639
|
)
|
|||||
Payments on unsecured revolving credit facility
|
—
|
|
|
(168,000
|
)
|
|
—
|
|
|
—
|
|
|
(168,000
|
)
|
|||||
Net-settle adjustment on restricted stock
|
(866
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(866
|
)
|
|||||
Payments of deferred financing costs
|
—
|
|
|
(6,063
|
)
|
|
—
|
|
|
—
|
|
|
(6,063
|
)
|
|||||
Dividends paid on common stock
|
(52,587
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,587
|
)
|
|||||
Distribution to Parent
|
—
|
|
|
(52,587
|
)
|
|
—
|
|
|
52,587
|
|
|
—
|
|
|||||
Intercompany financing
|
—
|
|
|
169,235
|
|
|
(70,616
|
)
|
|
(98,619
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
116,870
|
|
|
212,946
|
|
|
(70,616
|
)
|
|
(46,032
|
)
|
|
213,168
|
|
|||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(591
|
)
|
|
—
|
|
|
—
|
|
|
(591
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
7,500
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
6,909
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,909
|
|
|
|
For the Year Ended December 31, 2019
|
||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Operating data:
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
39,658
|
|
|
$
|
46,201
|
|
|
$
|
33,314
|
|
|
$
|
44,228
|
|
Net income (loss)
|
|
16,053
|
|
|
19,698
|
|
|
(10,054
|
)
|
|
20,662
|
|
||||
Earnings per common share, basic
|
|
0.18
|
|
|
0.21
|
|
|
(0.11
|
)
|
|
0.22
|
|
||||
Earnings per common share, diluted
|
|
0.18
|
|
|
0.21
|
|
|
(0.11
|
)
|
|
0.22
|
|
||||
Other data:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding, basic
|
|
88,010
|
|
|
94,036
|
|
|
95,103
|
|
|
95,103
|
|
||||
Weighted-average number of common shares outstanding, diluted
|
|
88,010
|
|
|
94,036
|
|
|
95,103
|
|
|
95,144
|
|
||||
|
|
For the Year Ended December 31, 2018
|
||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Operating data:
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
38,101
|
|
|
$
|
38,969
|
|
|
$
|
39,510
|
|
|
$
|
40,361
|
|
Net income
|
|
14,607
|
|
|
13,267
|
|
|
14,510
|
|
|
15,539
|
|
||||
Earnings per common share, basic
|
|
0.19
|
|
|
0.17
|
|
|
0.18
|
|
|
0.18
|
|
||||
Earnings per common share, diluted
|
|
0.19
|
|
|
0.17
|
|
|
0.18
|
|
|
0.18
|
|
||||
Other data:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding, basic
|
|
75,504
|
|
|
76,374
|
|
|
81,490
|
|
|
84,059
|
|
||||
Weighted-average number of common shares outstanding, diluted
|
|
75,504
|
|
|
76,374
|
|
|
81,490
|
|
|
84,084
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Value
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Facility
|
|
Location
|
|
Encum.
|
|
Land
|
|
Building
Improvs. |
|
Costs
Cap. Since Acq. |
|
Land
|
|
Building
Improvs. |
|
Total (1)
|
|
Accum. Depr.
|
|
Const./Ren. Date
|
|
Acq.
Date |
||||||||||||||||
Skilled Nursing Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ensign Highland LLC
|
|
Highland Manor
|
|
Phoenix, AZ
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
976
|
|
|
$
|
926
|
|
|
$
|
257
|
|
|
$
|
1,902
|
|
|
$
|
2,159
|
|
|
$
|
(1,223
|
)
|
|
2013
|
|
2000
|
Meadowbrook Health Associates LLC
|
|
Sabino Canyon
|
|
Tucson, AZ
|
|
—
|
|
|
425
|
|
|
3,716
|
|
|
1,940
|
|
|
425
|
|
|
5,656
|
|
|
6,081
|
|
|
(2,891
|
)
|
|
2012
|
|
2000
|
||||||||
Terrace Holdings AZ LLC
|
|
Desert Terrace
|
|
Phoenix, AZ
|
|
—
|
|
|
113
|
|
|
504
|
|
|
971
|
|
|
113
|
|
|
1,475
|
|
|
1,588
|
|
|
(783
|
)
|
|
2004
|
|
2002
|
||||||||
Rillito Holdings LLC
|
|
Catalina
|
|
Tucson, AZ
|
|
—
|
|
|
471
|
|
|
2,041
|
|
|
3,055
|
|
|
471
|
|
|
5,096
|
|
|
5,567
|
|
|
(2,759
|
)
|
|
2013
|
|
2003
|
||||||||
Valley Health Holdings LLC
|
|
North Mountain
|
|
Phoenix, AZ
|
|
—
|
|
|
629
|
|
|
5,154
|
|
|
1,519
|
|
|
629
|
|
|
6,673
|
|
|
7,302
|
|
|
(3,523
|
)
|
|
2009
|
|
2004
|
||||||||
Cedar Avenue Holdings LLC
|
|
Upland
|
|
Upland, CA
|
|
—
|
|
|
2,812
|
|
|
3,919
|
|
|
1,994
|
|
|
2,812
|
|
|
5,913
|
|
|
8,725
|
|
|
(3,276
|
)
|
|
2011
|
|
2005
|
||||||||
Granada Investments LLC
|
|
Camarillo
|
|
Camarillo, CA
|
|
—
|
|
|
3,526
|
|
|
2,827
|
|
|
1,522
|
|
|
3,526
|
|
|
4,349
|
|
|
7,875
|
|
|
(2,409
|
)
|
|
2010
|
|
2005
|
||||||||
Plaza Health Holdings LLC
|
|
Park Manor
|
|
Walla Walla, WA
|
|
—
|
|
|
450
|
|
|
5,566
|
|
|
1,055
|
|
|
450
|
|
|
6,621
|
|
|
7,071
|
|
|
(3,610
|
)
|
|
2009
|
|
2006
|
||||||||
Mountainview Communitycare LLC
|
|
Park View Gardens
|
|
Santa Rosa, CA
|
|
—
|
|
|
931
|
|
|
2,612
|
|
|
653
|
|
|
931
|
|
|
3,265
|
|
|
4,196
|
|
|
(1,964
|
)
|
|
1963
|
|
2006
|
||||||||
CM Health Holdings LLC
|
|
Carmel Mountain
|
|
San Diego, CA
|
|
—
|
|
|
3,028
|
|
|
3,119
|
|
|
2,071
|
|
|
3,028
|
|
|
5,190
|
|
|
8,218
|
|
|
(2,755
|
)
|
|
2012
|
|
2006
|
||||||||
Polk Health Holdings LLC
|
|
Timberwood
|
|
Livingston, TX
|
|
—
|
|
|
60
|
|
|
4,391
|
|
|
1,167
|
|
|
60
|
|
|
5,558
|
|
|
5,618
|
|
|
(2,911
|
)
|
|
2009
|
|
2006
|
||||||||
Snohomish Health Holdings LLC
|
|
Emerald Hills
|
|
Lynnwood, WA
|
|
—
|
|
|
741
|
|
|
1,663
|
|
|
1,998
|
|
|
741
|
|
|
3,661
|
|
|
4,402
|
|
|
(2,413
|
)
|
|
2009
|
|
2006
|
||||||||
Cherry Health Holdings LLC
|
|
Pacific Care
|
|
Hoquiam, WA
|
|
—
|
|
|
171
|
|
|
1,828
|
|
|
2,038
|
|
|
171
|
|
|
3,866
|
|
|
4,037
|
|
|
(2,313
|
)
|
|
2010
|
|
2006
|
||||||||
Golfview Holdings LLC
|
|
Cambridge SNF
|
|
Richmond, TX
|
|
—
|
|
|
1,105
|
|
|
3,110
|
|
|
1,067
|
|
|
1,105
|
|
|
4,177
|
|
|
5,282
|
|
|
(2,088
|
)
|
|
2007
|
|
2006
|
||||||||
Tenth East Holdings LLC
|
|
Arlington Hills
|
|
Salt Lake City, UT
|
|
—
|
|
|
332
|
|
|
2,426
|
|
|
2,507
|
|
|
332
|
|
|
4,933
|
|
|
5,265
|
|
|
(2,771
|
)
|
|
2013
|
|
2006
|
||||||||
Trinity Mill Holdings LLC
|
|
Carrollton
|
|
Carrollton, TX
|
|
—
|
|
|
664
|
|
|
2,294
|
|
|
902
|
|
|
664
|
|
|
3,196
|
|
|
3,860
|
|
|
(2,106
|
)
|
|
2007
|
|
2006
|
||||||||
Cottonwood Health Holdings LLC
|
|
Holladay
|
|
Salt Lake City, UT
|
|
—
|
|
|
965
|
|
|
2,070
|
|
|
958
|
|
|
965
|
|
|
3,028
|
|
|
3,993
|
|
|
(2,120
|
)
|
|
2008
|
|
2007
|
||||||||
Verde Villa Holdings LLC
|
|
Lake Village
|
|
Lewisville, TX
|
|
—
|
|
|
600
|
|
|
1,890
|
|
|
470
|
|
|
600
|
|
|
2,360
|
|
|
2,960
|
|
|
(1,330
|
)
|
|
2011
|
|
2007
|
||||||||
Mesquite Health Holdings LLC
|
|
Willow Bend
|
|
Mesquite, TX
|
|
—
|
|
|
470
|
|
|
1,715
|
|
|
8,661
|
|
|
470
|
|
|
10,376
|
|
|
10,846
|
|
|
(6,512
|
)
|
|
2012
|
|
2007
|
||||||||
Arrow Tree Health Holdings LLC
|
|
Arbor Glen
|
|
Glendora, CA
|
|
—
|
|
|
2,165
|
|
|
1,105
|
|
|
324
|
|
|
2,165
|
|
|
1,429
|
|
|
3,594
|
|
|
(938
|
)
|
|
1965
|
|
2007
|
||||||||
Fort Street Health Holdings LLC
|
|
Draper
|
|
Draper, UT
|
|
—
|
|
|
443
|
|
|
2,394
|
|
|
759
|
|
|
443
|
|
|
3,153
|
|
|
3,596
|
|
|
(1,484
|
)
|
|
2008
|
|
2007
|
||||||||
Trousdale Health Holdings LLC
|
|
Brookfield
|
|
Downey, CA
|
|
—
|
|
|
1,415
|
|
|
1,841
|
|
|
1,861
|
|
|
1,415
|
|
|
3,702
|
|
|
5,117
|
|
|
(1,878
|
)
|
|
2013
|
|
2007
|
||||||||
Ensign Bellflower LLC
|
|
Rose Villa
|
|
Bellflower, CA
|
|
—
|
|
|
937
|
|
|
1,168
|
|
|
357
|
|
|
937
|
|
|
1,525
|
|
|
2,462
|
|
|
(866
|
)
|
|
2009
|
|
2007
|
||||||||
RB Heights Health Holdings LLC
|
|
Osborn
|
|
Scottsdale, AZ
|
|
—
|
|
|
2,007
|
|
|
2,793
|
|
|
1,762
|
|
|
2,007
|
|
|
4,555
|
|
|
6,562
|
|
|
(2,340
|
)
|
|
2009
|
|
2008
|
||||||||
San Corrine Health Holdings LLC
|
|
Salado Creek
|
|
San Antonio, TX
|
|
—
|
|
|
310
|
|
|
2,090
|
|
|
719
|
|
|
310
|
|
|
2,809
|
|
|
3,119
|
|
|
(1,384
|
)
|
|
2005
|
|
2008
|
||||||||
Temple Health Holdings LLC
|
|
Wellington
|
|
Temple, TX
|
|
—
|
|
|
529
|
|
|
2,207
|
|
|
1,163
|
|
|
529
|
|
|
3,370
|
|
|
3,899
|
|
|
(1,680
|
)
|
|
2008
|
|
2008
|
||||||||
Anson Health Holdings LLC
|
|
Northern Oaks
|
|
Abilene, TX
|
|
—
|
|
|
369
|
|
|
3,220
|
|
|
1,725
|
|
|
369
|
|
|
4,945
|
|
|
5,314
|
|
|
(2,351
|
)
|
|
2012
|
|
2008
|
Willits Health Holdings LLC
|
|
Northbrook
|
|
Willits, CA
|
|
—
|
|
|
490
|
|
|
1,231
|
|
|
500
|
|
|
490
|
|
|
1,731
|
|
|
2,221
|
|
|
(810
|
)
|
|
2011
|
|
2008
|
||||||||
Lufkin Health Holdings LLC
|
|
Southland
|
|
Lufkin, TX
|
|
—
|
|
|
467
|
|
|
4,644
|
|
|
782
|
|
|
467
|
|
|
5,426
|
|
|
5,893
|
|
|
(1,476
|
)
|
|
1988
|
|
2009
|
||||||||
Lowell Health Holdings LLC
|
|
Littleton
|
|
Littleton, CO
|
|
—
|
|
|
217
|
|
|
856
|
|
|
1,735
|
|
|
217
|
|
|
2,591
|
|
|
2,808
|
|
|
(1,276
|
)
|
|
2012
|
|
2009
|
||||||||
Jefferson Ralston Holdings LLC
|
|
Arvada
|
|
Arvada, CO
|
|
—
|
|
|
280
|
|
|
1,230
|
|
|
834
|
|
|
280
|
|
|
2,064
|
|
|
2,344
|
|
|
(835
|
)
|
|
2012
|
|
2009
|
||||||||
Lafayette Health Holdings LLC
|
|
Julia Temple
|
|
Englewood, CO
|
|
—
|
|
|
1,607
|
|
|
4,222
|
|
|
6,195
|
|
|
1,607
|
|
|
10,417
|
|
|
12,024
|
|
|
(4,507
|
)
|
|
2012
|
|
2009
|
||||||||
Hillendahl Health Holdings LLC
|
|
Golden Acres
|
|
Dallas, TX
|
|
—
|
|
|
2,133
|
|
|
11,977
|
|
|
1,421
|
|
|
2,133
|
|
|
13,398
|
|
|
15,531
|
|
|
(5,005
|
)
|
|
1984
|
|
2009
|
||||||||
Price Health Holdings LLC
|
|
Pinnacle
|
|
Price, UT
|
|
—
|
|
|
193
|
|
|
2,209
|
|
|
849
|
|
|
193
|
|
|
3,058
|
|
|
3,251
|
|
|
(994
|
)
|
|
2012
|
|
2009
|
||||||||
Silver Lake Health Holdings LLC
|
|
Provo
|
|
Provo, UT
|
|
—
|
|
|
2,051
|
|
|
8,362
|
|
|
2,011
|
|
|
2,051
|
|
|
10,373
|
|
|
12,424
|
|
|
(2,903
|
)
|
|
2011
|
|
2009
|
||||||||
Jordan Health Properties LLC
|
|
Copper Ridge
|
|
West Jordan, UT
|
|
—
|
|
|
2,671
|
|
|
4,244
|
|
|
1,507
|
|
|
2,671
|
|
|
5,751
|
|
|
8,422
|
|
|
(1,627
|
)
|
|
2013
|
|
2009
|
||||||||
Regal Road Health Holdings LLC
|
|
Sunview
|
|
Youngstown, AZ
|
|
—
|
|
|
767
|
|
|
4,648
|
|
|
729
|
|
|
767
|
|
|
5,377
|
|
|
6,144
|
|
|
(1,875
|
)
|
|
2012
|
|
2009
|
||||||||
Paredes Health Holdings LLC
|
|
Alta Vista
|
|
Brownsville, TX
|
|
—
|
|
|
373
|
|
|
1,354
|
|
|
190
|
|
|
373
|
|
|
1,544
|
|
|
1,917
|
|
|
(422
|
)
|
|
1969
|
|
2009
|
||||||||
Expressway Health Holdings LLC
|
|
Veranda
|
|
Harlingen, TX
|
|
—
|
|
|
90
|
|
|
675
|
|
|
430
|
|
|
90
|
|
|
1,105
|
|
|
1,195
|
|
|
(407
|
)
|
|
2011
|
|
2009
|
||||||||
Rio Grande Health Holdings LLC
|
|
Grand Terrace
|
|
McAllen, TX
|
|
—
|
|
|
642
|
|
|
1,085
|
|
|
870
|
|
|
642
|
|
|
1,955
|
|
|
2,597
|
|
|
(828
|
)
|
|
2012
|
|
2009
|
||||||||
Fifth East Holdings LLC
|
|
Paramount
|
|
Salt Lake City, UT
|
|
—
|
|
|
345
|
|
|
2,464
|
|
|
1,065
|
|
|
345
|
|
|
3,529
|
|
|
3,874
|
|
|
(1,227
|
)
|
|
2011
|
|
2009
|
||||||||
Emmett Healthcare Holdings LLC
|
|
River's Edge
|
|
Emmet, ID
|
|
—
|
|
|
591
|
|
|
2,383
|
|
|
69
|
|
|
591
|
|
|
2,452
|
|
|
3,043
|
|
|
(726
|
)
|
|
1972
|
|
2010
|
||||||||
Burley Healthcare Holdings LLC
|
|
Parke View
|
|
Burley, ID
|
|
—
|
|
|
250
|
|
|
4,004
|
|
|
424
|
|
|
250
|
|
|
4,428
|
|
|
4,678
|
|
|
(1,451
|
)
|
|
2011
|
|
2010
|
||||||||
Josey Ranch Healthcare Holdings LLC
|
|
Heritage Gardens
|
|
Carrollton, TX
|
|
—
|
|
|
1,382
|
|
|
2,293
|
|
|
478
|
|
|
1,382
|
|
|
2,771
|
|
|
4,153
|
|
|
(842
|
)
|
|
1996
|
|
2010
|
||||||||
Everglades Health Holdings LLC
|
|
Victoria Ventura
|
|
Ventura, CA
|
|
—
|
|
|
1,847
|
|
|
5,377
|
|
|
682
|
|
|
1,847
|
|
|
6,059
|
|
|
7,906
|
|
|
(1,541
|
)
|
|
1990
|
|
2011
|
||||||||
Irving Health Holdings LLC
|
|
Beatrice Manor
|
|
Beatrice, NE
|
|
—
|
|
|
60
|
|
|
2,931
|
|
|
245
|
|
|
60
|
|
|
3,176
|
|
|
3,236
|
|
|
(950
|
)
|
|
2011
|
|
2011
|
||||||||
Falls City Health Holdings LLC
|
|
Careage Estates of Falls City
|
|
Falls City, NE
|
|
—
|
|
|
170
|
|
|
2,141
|
|
|
82
|
|
|
170
|
|
|
2,223
|
|
|
2,393
|
|
|
(604
|
)
|
|
1972
|
|
2011
|
||||||||
Gillette Park Health Holdings LLC
|
|
Careage of Cherokee
|
|
Cherokee, IA
|
|
—
|
|
|
163
|
|
|
1,491
|
|
|
12
|
|
|
163
|
|
|
1,503
|
|
|
1,666
|
|
|
(515
|
)
|
|
1967
|
|
2011
|
||||||||
Gazebo Park Health Holdings LLC
|
|
Careage of Clarion
|
|
Clarion, IA
|
|
—
|
|
|
80
|
|
|
2,541
|
|
|
97
|
|
|
80
|
|
|
2,638
|
|
|
2,718
|
|
|
(941
|
)
|
|
1978
|
|
2011
|
||||||||
Oleson Park Health Holdings LLC
|
|
Careage of Ft. Dodge
|
|
Ft. Dodge, IA
|
|
—
|
|
|
90
|
|
|
2,341
|
|
|
759
|
|
|
90
|
|
|
3,100
|
|
|
3,190
|
|
|
(1,358
|
)
|
|
2012
|
|
2011
|
||||||||
Arapahoe Health Holdings LLC
|
|
Oceanview
|
|
Texas City, TX
|
|
—
|
|
|
158
|
|
|
4,810
|
|
|
759
|
|
|
128
|
|
|
5,599
|
|
|
5,727
|
|
|
(1,811
|
)
|
|
2012
|
|
2011
|
||||||||
Dixie Health Holdings LLC
|
|
Hurricane
|
|
Hurricane, UT
|
|
—
|
|
|
487
|
|
|
1,978
|
|
|
98
|
|
|
487
|
|
|
2,076
|
|
|
2,563
|
|
|
(468
|
)
|
|
1978
|
|
2011
|
||||||||
Memorial Health Holdings LLC
|
|
Pocatello
|
|
Pocatello, ID
|
|
—
|
|
|
537
|
|
|
2,138
|
|
|
698
|
|
|
537
|
|
|
2,836
|
|
|
3,373
|
|
|
(968
|
)
|
|
2007
|
|
2011
|
||||||||
Bogardus Health Holdings LLC
|
|
Whittier East
|
|
Whittier, CA
|
|
—
|
|
|
1,425
|
|
|
5,307
|
|
|
1,079
|
|
|
1,425
|
|
|
6,386
|
|
|
7,811
|
|
|
(2,042
|
)
|
|
2011
|
|
2011
|
||||||||
South Dora Health Holdings LLC
|
|
Ukiah
|
|
Ukiah, CA
|
|
—
|
|
|
297
|
|
|
2,087
|
|
|
1,621
|
|
|
297
|
|
|
3,708
|
|
|
4,005
|
|
|
(2,011
|
)
|
|
2013
|
|
2011
|
||||||||
Silverada Health Holdings LLC
|
|
Rosewood
|
|
Reno, NV
|
|
—
|
|
|
1,012
|
|
|
3,282
|
|
|
103
|
|
|
1,012
|
|
|
3,385
|
|
|
4,397
|
|
|
(714
|
)
|
|
1970
|
|
2011
|
||||||||
Orem Health Holdings LLC
|
|
Orem
|
|
Orem, UT
|
|
—
|
|
|
1,689
|
|
|
3,896
|
|
|
3,235
|
|
|
1,689
|
|
|
7,131
|
|
|
8,820
|
|
|
(2,655
|
)
|
|
2011
|
|
2011
|
||||||||
Renee Avenue Health Holdings LLC
|
|
Monte Vista
|
|
Pocatello, ID
|
|
—
|
|
|
180
|
|
|
2,481
|
|
|
966
|
|
|
180
|
|
|
3,447
|
|
|
3,627
|
|
|
(1,069
|
)
|
|
2013
|
|
2012
|
||||||||
Stillhouse Health Holdings LLC
|
|
Stillhouse
|
|
Paris, TX
|
|
—
|
|
|
129
|
|
|
7,139
|
|
|
6
|
|
|
129
|
|
|
7,145
|
|
|
7,274
|
|
|
(954
|
)
|
|
2009
|
|
2012
|
||||||||
Fig Street Health Holdings LLC
|
|
Palomar Vista
|
|
Escondido, CA
|
|
—
|
|
|
329
|
|
|
2,653
|
|
|
1,094
|
|
|
329
|
|
|
3,747
|
|
|
4,076
|
|
|
(1,530
|
)
|
|
2007
|
|
2012
|
||||||||
Lowell Lake Health Holdings LLC
|
|
Owyhee
|
|
Owyhee, ID
|
|
—
|
|
|
49
|
|
|
1,554
|
|
|
29
|
|
|
49
|
|
|
1,583
|
|
|
1,632
|
|
|
(275
|
)
|
|
1990
|
|
2012
|
||||||||
Queensway Health Holdings LLC
|
|
Atlantic Memorial
|
|
Long Beach, CA
|
|
—
|
|
|
999
|
|
|
4,237
|
|
|
2,331
|
|
|
999
|
|
|
6,568
|
|
|
7,567
|
|
|
(2,771
|
)
|
|
2008
|
|
2012
|
||||||||
Long Beach Health Associates LLC
|
|
Shoreline
|
|
Long Beach, CA
|
|
—
|
|
|
1,285
|
|
|
2,343
|
|
|
2,172
|
|
|
1,285
|
|
|
4,515
|
|
|
5,800
|
|
|
(1,786
|
)
|
|
2013
|
|
2012
|
Kings Court Health Holdings LLC
|
|
Richland Hills
|
|
Ft. Worth, TX
|
|
—
|
|
|
193
|
|
|
2,311
|
|
|
318
|
|
|
193
|
|
|
2,629
|
|
|
2,822
|
|
|
(558
|
)
|
|
1965
|
|
2012
|
||||||||
51st Avenue Health Holdings LLC
|
|
Legacy
|
|
Amarillo, TX
|
|
—
|
|
|
340
|
|
|
3,925
|
|
|
32
|
|
|
340
|
|
|
3,957
|
|
|
4,297
|
|
|
(781
|
)
|
|
1970
|
|
2013
|
||||||||
Ives Health Holdings LLC
|
|
San Marcos
|
|
San Marcos, TX
|
|
—
|
|
|
371
|
|
|
2,951
|
|
|
274
|
|
|
371
|
|
|
3,225
|
|
|
3,596
|
|
|
(605
|
)
|
|
1972
|
|
2013
|
||||||||
Guadalupe Health Holdings LLC
|
|
The Courtyard (Victoria East)
|
|
Victoria, TX
|
|
—
|
|
|
80
|
|
|
2,391
|
|
|
15
|
|
|
80
|
|
|
2,406
|
|
|
2,486
|
|
|
(368
|
)
|
|
2013
|
|
2013
|
||||||||
49th Street Health Holdings LLC
|
|
Omaha
|
|
Omaha, NE
|
|
—
|
|
|
129
|
|
|
2,418
|
|
|
24
|
|
|
129
|
|
|
2,442
|
|
|
2,571
|
|
|
(547
|
)
|
|
1960
|
|
2013
|
||||||||
Willows Health Holdings LLC
|
|
Cascade Vista
|
|
Redmond, WA
|
|
—
|
|
|
1,388
|
|
|
2,982
|
|
|
202
|
|
|
1,388
|
|
|
3,184
|
|
|
4,572
|
|
|
(796
|
)
|
|
1970
|
|
2013
|
||||||||
Tulalip Bay Health Holdings LLC
|
|
Mountain View
|
|
Marysville, WA
|
|
—
|
|
|
1,722
|
|
|
2,642
|
|
|
(980
|
)
|
|
742
|
|
|
2,642
|
|
|
3,384
|
|
|
(572
|
)
|
|
1966
|
|
2013
|
||||||||
Sky Holdings AZ LLC
|
|
Bella Vita Health and Rehabilitation Center
|
|
Glendale, AZ
|
|
—
|
|
|
228
|
|
|
1,124
|
|
|
1,380
|
|
|
228
|
|
|
2,504
|
|
|
2,731
|
|
|
(1,613
|
)
|
|
2004
|
|
2002
|
||||||||
Lemon River Holdings LLC
|
|
Plymouth Tower
|
|
Riverside, CA
|
|
—
|
|
|
152
|
|
|
357
|
|
|
1,493
|
|
|
152
|
|
|
1,850
|
|
|
2,002
|
|
|
(1,040
|
)
|
|
2012
|
|
2009
|
||||||||
CTR Partnership, L.P.
|
|
Bethany Rehabilitation Center
|
|
Lakewood, CO
|
|
—
|
|
|
1,668
|
|
|
15,375
|
|
|
56
|
|
|
1,668
|
|
|
15,431
|
|
|
17,099
|
|
|
(1,898
|
)
|
|
1989
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Mira Vista Care Center
|
|
Mount Vernon, WA
|
|
—
|
|
|
1,601
|
|
|
7,425
|
|
|
—
|
|
|
1,601
|
|
|
7,425
|
|
|
9,026
|
|
|
(882
|
)
|
|
1989
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Shoreline Health and Rehabilitation Center
|
|
Shoreline, WA
|
|
—
|
|
|
1,462
|
|
|
5,034
|
|
|
—
|
|
|
1,462
|
|
|
5,034
|
|
|
6,496
|
|
|
(577
|
)
|
|
1987
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Shamrock Nursing and Rehabilitation Center
|
|
Dublin, GA
|
|
—
|
|
|
251
|
|
|
7,855
|
|
|
—
|
|
|
251
|
|
|
7,855
|
|
|
8,106
|
|
|
(884
|
)
|
|
2010
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
BeaverCreek Health and Rehab
|
|
Beavercreek, OH
|
|
—
|
|
|
892
|
|
|
17,159
|
|
|
13
|
|
|
892
|
|
|
17,172
|
|
|
18,064
|
|
|
(1,824
|
)
|
|
2014
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Premier Estates of Cincinnati-Riverview
|
|
Cincinnati, OH
|
|
—
|
|
|
833
|
|
|
18,086
|
|
|
192
|
|
|
833
|
|
|
18,278
|
|
|
19,111
|
|
|
(1,947
|
)
|
|
1992
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Englewood Health and Rehab
|
|
Englewood, OH
|
|
—
|
|
|
1,014
|
|
|
18,541
|
|
|
88
|
|
|
1,014
|
|
|
18,629
|
|
|
19,643
|
|
|
(1,991
|
)
|
|
1962
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Portsmouth Health and Rehab
|
|
Portsmouth, OH
|
|
—
|
|
|
282
|
|
|
9,726
|
|
|
192
|
|
|
282
|
|
|
9,918
|
|
|
10,200
|
|
|
(1,067
|
)
|
|
2008
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
West Cove Care & Rehabilitation Center
|
|
Toledo, OH
|
|
—
|
|
|
93
|
|
|
10,365
|
|
|
—
|
|
|
93
|
|
|
10,365
|
|
|
10,458
|
|
|
(1,101
|
)
|
|
2007
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
BellBrook Health and Rehab
|
|
Bellbrook, OH
|
|
—
|
|
|
214
|
|
|
2,573
|
|
|
25
|
|
|
214
|
|
|
2,598
|
|
|
2,812
|
|
|
(275
|
)
|
|
2003
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Xenia Health and Rehab
|
|
Xenia, OH
|
|
—
|
|
|
205
|
|
|
3,564
|
|
|
23
|
|
|
205
|
|
|
3,587
|
|
|
3,792
|
|
|
(380
|
)
|
|
1981
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Jamestown Place Health and Rehab
|
|
Jamestown, OH
|
|
—
|
|
|
266
|
|
|
4,725
|
|
|
127
|
|
|
266
|
|
|
4,852
|
|
|
5,118
|
|
|
(522
|
)
|
|
1967
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Casa de Paz
|
|
Sioux City, IA
|
|
—
|
|
|
119
|
|
|
7,727
|
|
|
—
|
|
|
119
|
|
|
7,727
|
|
|
7,846
|
|
|
(757
|
)
|
|
1974
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Denison Care Center
|
|
Denison, IA
|
|
—
|
|
|
96
|
|
|
2,784
|
|
|
—
|
|
|
96
|
|
|
2,784
|
|
|
2,880
|
|
|
(273
|
)
|
|
2015
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Garden View Care Center
|
|
Shenandoah, IA
|
|
—
|
|
|
105
|
|
|
3,179
|
|
|
—
|
|
|
105
|
|
|
3,179
|
|
|
3,284
|
|
|
(311
|
)
|
|
2013
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Grandview Health Care Center
|
|
Dayton, IA
|
|
—
|
|
|
39
|
|
|
1,167
|
|
|
—
|
|
|
39
|
|
|
1,167
|
|
|
1,206
|
|
|
(114
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Grundy Care Center
|
|
Grundy Center, IA
|
|
—
|
|
|
65
|
|
|
1,935
|
|
|
—
|
|
|
65
|
|
|
1,935
|
|
|
2,000
|
|
|
(189
|
)
|
|
2011
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Iowa City Rehab and Health Care Center
|
|
Iowa City, IA
|
|
—
|
|
|
522
|
|
|
5,690
|
|
|
—
|
|
|
522
|
|
|
5,690
|
|
|
6,212
|
|
|
(557
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Lenox Care Center
|
|
Lenox, IA
|
|
—
|
|
|
31
|
|
|
1,915
|
|
|
—
|
|
|
31
|
|
|
1,915
|
|
|
1,946
|
|
|
(188
|
)
|
|
2012
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Osage
|
|
Osage, IA
|
|
—
|
|
|
126
|
|
|
2,255
|
|
|
—
|
|
|
126
|
|
|
2,255
|
|
|
2,381
|
|
|
(221
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Pleasant Acres Care Center
|
|
Hull, IA
|
|
—
|
|
|
189
|
|
|
2,544
|
|
|
—
|
|
|
189
|
|
|
2,544
|
|
|
2,733
|
|
|
(249
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Cedar Falls Health Care Center
|
|
Cedar Falls, IA
|
|
—
|
|
|
324
|
|
|
4,366
|
|
|
—
|
|
|
324
|
|
|
4,366
|
|
|
4,690
|
|
|
(409
|
)
|
|
2015
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Premier Estates of Highlands
|
|
Norwood, OH
|
|
—
|
|
|
364
|
|
|
2,199
|
|
|
282
|
|
|
364
|
|
|
2,481
|
|
|
2,845
|
|
|
(217
|
)
|
|
2012
|
|
2016
|
CTR Partnership, L.P.
|
|
Shaw Mountain at Cascadia
|
|
Boise, ID
|
|
—
|
|
|
1,801
|
|
|
6,572
|
|
|
395
|
|
|
1,801
|
|
|
6,967
|
|
|
8,768
|
|
|
(705
|
)
|
|
1989
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
The Oaks
|
|
Petaluma, CA
|
|
—
|
|
|
3,646
|
|
|
2,873
|
|
|
110
|
|
|
3,646
|
|
|
2,983
|
|
|
6,629
|
|
|
(270
|
)
|
|
2015
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Arbor Nursing Center
|
|
Lodi, CA
|
|
—
|
|
|
768
|
|
|
10,712
|
|
|
—
|
|
|
768
|
|
|
10,712
|
|
|
11,480
|
|
|
(915
|
)
|
|
1982
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Broadmoor Medical Lodge
|
|
Rockwall, TX
|
|
—
|
|
|
1,232
|
|
|
22,152
|
|
|
—
|
|
|
1,232
|
|
|
22,152
|
|
|
23,384
|
|
|
(1,706
|
)
|
|
1984
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Decatur Medical Lodge
|
|
Decatur, TX
|
|
—
|
|
|
990
|
|
|
24,909
|
|
|
—
|
|
|
990
|
|
|
24,909
|
|
|
25,899
|
|
|
(1,920
|
)
|
|
2013
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Royse City Medical Lodge
|
|
Royse City, TX
|
|
—
|
|
|
606
|
|
|
14,660
|
|
|
—
|
|
|
606
|
|
|
14,660
|
|
|
15,266
|
|
|
(1,130
|
)
|
|
2009
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Saline Care Nursing & Rehabilitation Center
|
|
Harrisburg, IL
|
|
—
|
|
|
1,022
|
|
|
5,713
|
|
|
—
|
|
|
1,022
|
|
|
5,713
|
|
|
6,735
|
|
|
(405
|
)
|
|
2009
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Carrier Mills Nursing & Rehabilitation Center
|
|
Carrier Mills, IL
|
|
—
|
|
|
775
|
|
|
8,377
|
|
|
—
|
|
|
775
|
|
|
8,377
|
|
|
9,152
|
|
|
(593
|
)
|
|
1968
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
StoneBridge Nursing & Rehabilitation Center
|
|
Benton, IL
|
|
—
|
|
|
439
|
|
|
3,475
|
|
|
—
|
|
|
439
|
|
|
3,475
|
|
|
3,914
|
|
|
(246
|
)
|
|
2014
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
DuQuoin Nursing & Rehabilitation Center
|
|
DuQuoin, IL
|
|
—
|
|
|
511
|
|
|
3,662
|
|
|
—
|
|
|
511
|
|
|
3,662
|
|
|
4,173
|
|
|
(259
|
)
|
|
2014
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Pinckneyville Nursing & Rehabilitation Center
|
|
Pinckneyville, IL
|
|
—
|
|
|
406
|
|
|
3,411
|
|
|
—
|
|
|
406
|
|
|
3,411
|
|
|
3,817
|
|
|
(242
|
)
|
|
2014
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Wellspring Health and Rehabilitation of Cascadia
|
|
Nampa, ID
|
|
—
|
|
|
774
|
|
|
5,044
|
|
|
—
|
|
|
774
|
|
|
5,044
|
|
|
5,818
|
|
|
(336
|
)
|
|
2011
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
The Rio at Fox Hollow
|
|
Brownsville, TX
|
|
—
|
|
|
1,178
|
|
|
12,059
|
|
|
—
|
|
|
1,178
|
|
|
12,059
|
|
|
13,237
|
|
|
(779
|
)
|
|
2016
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
The Rio at Cabezon
|
|
Albuquerque, NM
|
|
—
|
|
|
2,055
|
|
|
9,749
|
|
|
—
|
|
|
2,055
|
|
|
9,749
|
|
|
11,804
|
|
|
(630
|
)
|
|
2016
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Eldorado Rehab & Healthcare
|
|
Eldorado, IL
|
|
—
|
|
|
940
|
|
|
2,093
|
|
|
—
|
|
|
940
|
|
|
2,093
|
|
|
3,033
|
|
|
(131
|
)
|
|
1993
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Secora Health and Rehabilitation of Cascadia
|
|
Portland, OR
|
|
—
|
|
|
1,481
|
|
|
2,216
|
|
|
—
|
|
|
1,481
|
|
|
2,216
|
|
|
3,697
|
|
|
(139
|
)
|
|
2012
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Mountain Valley
|
|
Kellogg, ID
|
|
—
|
|
|
916
|
|
|
7,874
|
|
|
—
|
|
|
916
|
|
|
7,874
|
|
|
8,790
|
|
|
(459
|
)
|
|
1971
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Caldwell Care
|
|
Caldwell, ID
|
|
—
|
|
|
906
|
|
|
7,020
|
|
|
—
|
|
|
906
|
|
|
7,020
|
|
|
7,926
|
|
|
(410
|
)
|
|
1947
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Canyon West
|
|
Caldwell, ID
|
|
—
|
|
|
312
|
|
|
10,410
|
|
|
—
|
|
|
312
|
|
|
10,410
|
|
|
10,722
|
|
|
(607
|
)
|
|
1969
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Lewiston Health and Rehabilitation
|
|
Lewiston, ID
|
|
—
|
|
|
625
|
|
|
12,087
|
|
|
—
|
|
|
625
|
|
|
12,087
|
|
|
12,712
|
|
|
(680
|
)
|
|
1964
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
The Orchards
|
|
Nampa, ID
|
|
—
|
|
|
785
|
|
|
8,923
|
|
|
—
|
|
|
785
|
|
|
8,923
|
|
|
9,708
|
|
|
(502
|
)
|
|
1958
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Weiser Care
|
|
Weiser, ID
|
|
—
|
|
|
80
|
|
|
4,419
|
|
|
—
|
|
|
80
|
|
|
4,419
|
|
|
4,499
|
|
|
(249
|
)
|
|
1964
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Aspen Park
|
|
Moscow, ID
|
|
—
|
|
|
698
|
|
|
5,092
|
|
|
274
|
|
|
698
|
|
|
5,366
|
|
|
6,064
|
|
|
(292
|
)
|
|
1965
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Ridgmar Medical Lodge
|
|
Fort Worth, TX
|
|
—
|
|
|
681
|
|
|
6,587
|
|
|
1,256
|
|
|
681
|
|
|
7,843
|
|
|
8,524
|
|
|
(453
|
)
|
|
2006
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Mansfield Medical Lodge
|
|
Mansfield, TX
|
|
—
|
|
|
607
|
|
|
4,801
|
|
|
1,171
|
|
|
607
|
|
|
5,972
|
|
|
6,579
|
|
|
(325
|
)
|
|
2006
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Grapevine Medical Lodge
|
|
Grapevine, TX
|
|
—
|
|
|
1,602
|
|
|
4,536
|
|
|
891
|
|
|
1,602
|
|
|
5,427
|
|
|
7,029
|
|
|
(313
|
)
|
|
2006
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Brookfield Health and Rehab
|
|
Battle Ground, WA
|
|
—
|
|
|
320
|
|
|
500
|
|
|
—
|
|
|
320
|
|
|
500
|
|
|
820
|
|
|
(29
|
)
|
|
2012
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
The Oaks at Forest Bay
|
|
Seattle, WA
|
|
—
|
|
|
6,347
|
|
|
815
|
|
|
—
|
|
|
6,347
|
|
|
815
|
|
|
7,162
|
|
|
(46
|
)
|
|
1997
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
The Oaks at Lakewood
|
|
Tacoma, WA
|
|
—
|
|
|
1,000
|
|
|
1,779
|
|
|
—
|
|
|
1,000
|
|
|
1,779
|
|
|
2,779
|
|
|
(100
|
)
|
|
1989
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
The Oaks at Timberline
|
|
Vancouver, WA
|
|
—
|
|
|
445
|
|
|
869
|
|
|
—
|
|
|
445
|
|
|
869
|
|
|
1,314
|
|
|
(49
|
)
|
|
1972
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Providence Waterman Nursing Center
|
|
San Bernardino, CA
|
|
—
|
|
|
3,831
|
|
|
19,791
|
|
|
—
|
|
|
3,831
|
|
|
19,791
|
|
|
23,622
|
|
|
(1,113
|
)
|
|
1967
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Providence Orange Tree
|
|
Riverside, CA
|
|
—
|
|
|
2,897
|
|
|
14,700
|
|
|
—
|
|
|
2,897
|
|
|
14,700
|
|
|
17,597
|
|
|
(827
|
)
|
|
1969
|
|
2017
|
CTR Partnership, L.P.
|
|
Providence Ontario
|
|
Ontario, CA
|
|
—
|
|
|
4,204
|
|
|
21,880
|
|
|
—
|
|
|
4,204
|
|
|
21,880
|
|
|
26,084
|
|
|
(1,231
|
)
|
|
1980
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Greenville Nursing & Rehabilitation Center
|
|
Greenville, IL
|
|
—
|
|
|
188
|
|
|
3,972
|
|
|
—
|
|
|
188
|
|
|
3,972
|
|
|
4,160
|
|
|
(247
|
)
|
|
1973
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Copper Ridge Health and Rehabilitation Center
|
|
Butte, MT
|
|
—
|
|
|
220
|
|
|
4,974
|
|
|
—
|
|
|
220
|
|
|
4,974
|
|
|
5,194
|
|
|
(262
|
)
|
|
2010
|
|
2018
|
||||||||
CTR Partnership, L.P.
|
|
Prairie Heights Healthcare Center
|
|
Aberdeen, SD
|
|
—
|
|
|
1,372
|
|
|
7,491
|
|
|
—
|
|
|
1,372
|
|
|
7,491
|
|
|
8,863
|
|
|
(303
|
)
|
|
1965
|
|
2018
|
||||||||
CTR Partnership, L.P.
|
|
The Meadows on University
|
|
Fargo, ND
|
|
—
|
|
|
989
|
|
|
3,275
|
|
|
—
|
|
|
989
|
|
|
3,275
|
|
|
4,264
|
|
|
(106
|
)
|
|
1966
|
|
2018
|
||||||||
CTR Partnership, L.P.
|
|
The Suites - Parker
|
|
Parker, CO
|
|
—
|
|
|
1,178
|
|
|
17,857
|
|
|
—
|
|
|
1,178
|
|
|
17,857
|
|
|
19,035
|
|
|
(495
|
)
|
|
2012
|
|
2018
|
||||||||
CTR Partnership, L.P.
|
|
Huntington Park Nursing Center
|
|
Huntington Park, CA
|
|
—
|
|
|
3,131
|
|
|
8,876
|
|
|
76
|
|
|
3,131
|
|
|
8,952
|
|
|
12,083
|
|
|
(207
|
)
|
|
1955
|
|
2019
|
||||||||
CTR Partnership, L.P.
|
|
Shoreline Care Center
|
|
Oxnard, CA
|
|
—
|
|
|
1,699
|
|
|
9,004
|
|
|
—
|
|
|
1,699
|
|
|
9,004
|
|
|
10,703
|
|
|
(212
|
)
|
|
1962
|
|
2019
|
||||||||
CTR Partnership, L.P.
|
|
Downey Care Center
|
|
Downey, CA
|
|
—
|
|
|
2,502
|
|
|
6,141
|
|
|
—
|
|
|
2,502
|
|
|
6,141
|
|
|
8,643
|
|
|
(145
|
)
|
|
1967
|
|
2019
|
||||||||
CTR Partnership, L.P.
|
|
Courtyard Healthcare Center
|
|
Davis, CA
|
|
—
|
|
|
2,351
|
|
|
9,256
|
|
|
—
|
|
|
2,351
|
|
|
9,256
|
|
|
11,607
|
|
|
(222
|
)
|
|
1969
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Alpine Skilled Nursing and Rehabilitation
|
|
Ruston, LA
|
|
—
|
|
|
2,688
|
|
|
23,825
|
|
|
—
|
|
|
2,688
|
|
|
23,825
|
|
|
26,513
|
|
|
(475
|
)
|
|
2014
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
The Bradford Skilled Nursing and Rehabilitation
|
|
Shreveport, LA
|
|
—
|
|
|
3,758
|
|
|
21,325
|
|
|
17
|
|
|
3,758
|
|
|
21,342
|
|
|
25,100
|
|
|
(425
|
)
|
|
1980
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Colonial Oaks Skilled Nursing and Rehabilitation
|
|
Bossier City, LA
|
|
—
|
|
|
1,635
|
|
|
21,180
|
|
|
—
|
|
|
1,635
|
|
|
21,180
|
|
|
22,815
|
|
|
(412
|
)
|
|
2013
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
The Guest House Skilled Nursing and Rehabilitation
|
|
Shreveport, LA
|
|
—
|
|
|
3,437
|
|
|
20,889
|
|
|
184
|
|
|
3,437
|
|
|
21,073
|
|
|
24,510
|
|
|
(422
|
)
|
|
2006
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Pilgrim Manor Skilled Nursing and Rehabilitation
|
|
Bossier City, LA
|
|
—
|
|
|
2,979
|
|
|
24,617
|
|
|
—
|
|
|
2,979
|
|
|
24,617
|
|
|
27,596
|
|
|
(486
|
)
|
|
2008
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Shreveport Manor Skilled Nursing and Rehabilitation
|
|
Shreveport, LA
|
|
—
|
|
|
676
|
|
|
10,238
|
|
|
193
|
|
|
676
|
|
|
10,431
|
|
|
11,107
|
|
|
(198
|
)
|
|
2008
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Booker T. Washington Skilled Nursing and Rehabilitation
|
|
Shreveport, LA
|
|
—
|
|
|
2,452
|
|
|
9,148
|
|
|
113
|
|
|
2,452
|
|
|
9,261
|
|
|
11,713
|
|
|
(191
|
)
|
|
2013
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Legacy West Rehabilitation and Healthcare
|
|
Corsicana, TX
|
|
—
|
|
|
120
|
|
|
6,682
|
|
|
276
|
|
|
120
|
|
|
6,958
|
|
|
7,078
|
|
|
(141
|
)
|
|
2002
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Legacy at Jacksonville
|
|
Jacksonville, TX
|
|
—
|
|
|
173
|
|
|
7,481
|
|
|
52
|
|
|
173
|
|
|
7,533
|
|
|
7,706
|
|
|
(156
|
)
|
|
2006
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Pecan Tree Rehabilitation and Healthcare
|
|
Gainesville, TX
|
|
—
|
|
|
219
|
|
|
10,097
|
|
|
124
|
|
|
219
|
|
|
10,221
|
|
|
10,440
|
|
|
(202
|
)
|
|
1990
|
|
2019
|
||||||||
Lakewest SNF Realty, LLC
|
|
Lakewest Rehabilitation and Skilled Care
|
|
Dallas, TX
|
|
—
|
|
|
—
|
|
|
6,905
|
|
|
—
|
|
|
—
|
|
|
6,905
|
|
|
6,905
|
|
|
(129
|
)
|
|
2011
|
|
2019
|
||||||||
CTR Partnership, L.P.
|
|
Cascadia of Nampa
|
|
Nampa, ID
|
|
—
|
|
|
880
|
|
|
14,117
|
|
|
—
|
|
|
880
|
|
|
14,117
|
|
|
14,997
|
|
|
(219
|
)
|
|
2017
|
|
2019
|
||||||||
CTR Partnership, L.P.
|
|
Valley Skilled Nursing
|
|
Modesto, CA
|
|
—
|
|
|
798
|
|
|
7,671
|
|
|
—
|
|
|
798
|
|
|
7,671
|
|
|
8,469
|
|
|
(50
|
)
|
|
2016
|
|
2019
|
||||||||
|
|
|
|
|
|
—
|
|
|
145,149
|
|
|
889,318
|
|
|
89,189
|
|
|
144,139
|
|
|
979,517
|
|
|
1,123,655
|
|
|
(162,361
|
)
|
|
|
|
|
||||||||
Multi-Service Campus Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ensign Southland LLC
|
|
Southland Care
|
|
Norwalk, CA
|
|
—
|
|
|
966
|
|
|
5,082
|
|
|
2,213
|
|
|
966
|
|
|
7,295
|
|
|
8,261
|
|
|
(4,986
|
)
|
|
2011
|
|
1999
|
||||||||
Wisteria Health Holdings LLC
|
|
Wisteria
|
|
Abilene, TX
|
|
—
|
|
|
746
|
|
|
9,903
|
|
|
290
|
|
|
746
|
|
|
10,193
|
|
|
10,939
|
|
|
(2,077
|
)
|
|
2008
|
|
2011
|
||||||||
Mission CCRC LLC
|
|
St. Joseph's Villa
|
|
Salt Lake City, UT
|
|
—
|
|
|
1,962
|
|
|
11,035
|
|
|
464
|
|
|
1,962
|
|
|
11,499
|
|
|
13,461
|
|
|
(3,016
|
)
|
|
1994
|
|
2011
|
Wayne Health Holdings LLC
|
|
Careage of Wayne
|
|
Wayne, NE
|
|
—
|
|
|
130
|
|
|
3,061
|
|
|
122
|
|
|
130
|
|
|
3,183
|
|
|
3,313
|
|
|
(889
|
)
|
|
1978
|
|
2011
|
||||||||
4th Street Holdings LLC
|
|
West Bend Care Center
|
|
West Bend, IA
|
|
—
|
|
|
180
|
|
|
3,352
|
|
|
—
|
|
|
180
|
|
|
3,352
|
|
|
3,532
|
|
|
(886
|
)
|
|
2006
|
|
2011
|
||||||||
Big Sioux River Health Holdings LLC
|
|
Hillcrest Health
|
|
Hawarden, IA
|
|
—
|
|
|
110
|
|
|
3,522
|
|
|
75
|
|
|
110
|
|
|
3,597
|
|
|
3,707
|
|
|
(892
|
)
|
|
1974
|
|
2011
|
||||||||
Prairie Health Holdings LLC
|
|
Colonial Manor of Randolph
|
|
Randolph, NE
|
|
—
|
|
|
130
|
|
|
1,571
|
|
|
22
|
|
|
130
|
|
|
1,593
|
|
|
1,723
|
|
|
(678
|
)
|
|
2011
|
|
2011
|
||||||||
Salmon River Health Holdings LLC
|
|
Discovery Care Center
|
|
Salmon, ID
|
|
—
|
|
|
168
|
|
|
2,496
|
|
|
—
|
|
|
168
|
|
|
2,496
|
|
|
2,664
|
|
|
(463
|
)
|
|
2012
|
|
2012
|
||||||||
CTR Partnership, L.P.
|
|
Centerville Campus
|
|
Dayton, OH
|
|
—
|
|
|
3,912
|
|
|
22,458
|
|
|
117
|
|
|
3,781
|
|
|
22,706
|
|
|
26,487
|
|
|
(2,432
|
)
|
|
2007
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Liberty Nursing Center
|
|
Willard, OH
|
|
—
|
|
|
143
|
|
|
11,097
|
|
|
50
|
|
|
143
|
|
|
11,147
|
|
|
11,290
|
|
|
(1,195
|
)
|
|
1985
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Premier Estates of Middletown
|
|
Middletown, OH
|
|
—
|
|
|
990
|
|
|
7,484
|
|
|
172
|
|
|
990
|
|
|
7,656
|
|
|
8,646
|
|
|
(822
|
)
|
|
1985
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Premier Estates of Norwood Towers
|
|
Norwood, OH
|
|
—
|
|
|
1,316
|
|
|
10,071
|
|
|
499
|
|
|
1,316
|
|
|
10,570
|
|
|
11,886
|
|
|
(960
|
)
|
|
1991
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Turlock Nursing and Rehabilitation Center
|
|
Turlock, CA
|
|
—
|
|
|
1,258
|
|
|
16,526
|
|
|
—
|
|
|
1,258
|
|
|
16,526
|
|
|
17,784
|
|
|
(1,412
|
)
|
|
1986
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Bridgeport Medical Lodge
|
|
Bridgeport, TX
|
|
—
|
|
|
980
|
|
|
27,917
|
|
|
—
|
|
|
980
|
|
|
27,917
|
|
|
28,897
|
|
|
(2,152
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
The Villas at Saratoga
|
|
Saratoga, CA
|
|
—
|
|
|
8,709
|
|
|
9,736
|
|
|
1,635
|
|
|
8,709
|
|
|
11,371
|
|
|
20,080
|
|
|
(346
|
)
|
|
2004
|
|
2018
|
||||||||
CTR Partnership, L.P.
|
|
Madison Park Healthcare
|
|
Huntington, WV
|
|
—
|
|
|
601
|
|
|
6,385
|
|
|
—
|
|
|
601
|
|
|
6,385
|
|
|
6,986
|
|
|
(193
|
)
|
|
1924
|
|
2018
|
||||||||
CTR Partnership, L.P.
|
|
Oakview Heights Nursing & Rehabilitation Center
|
|
Mt. Carmel, IL
|
|
—
|
|
|
298
|
|
|
8,393
|
|
|
—
|
|
|
298
|
|
|
8,393
|
|
|
8,691
|
|
|
(218
|
)
|
|
2004
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
Spring Lake Skilled Nursing and Rehabilitation
|
|
Shreveport, LA
|
|
—
|
|
|
3,217
|
|
|
21,195
|
|
|
710
|
|
|
3,217
|
|
|
21,905
|
|
|
25,122
|
|
|
(431
|
)
|
|
2008
|
|
2019
|
||||||||
Gulf Coast Buyer 1 LLC
|
|
The Village at Heritage Oaks
|
|
Corsicana, TX
|
|
—
|
|
|
143
|
|
|
11,429
|
|
|
196
|
|
|
143
|
|
|
11,625
|
|
|
11,768
|
|
|
(234
|
)
|
|
2007
|
|
2019
|
||||||||
CTR Partnership, L.P.
|
|
City Creek Post-Acute and Assisted Living
|
|
Sacramento, CA
|
|
—
|
|
|
3,980
|
|
|
10,106
|
|
|
—
|
|
|
3,980
|
|
|
10,106
|
|
|
14,086
|
|
|
(69
|
)
|
|
1990
|
|
2019
|
||||||||
|
|
|
|
|
|
—
|
|
|
29,939
|
|
|
202,819
|
|
|
6,565
|
|
|
29,808
|
|
|
209,515
|
|
|
239,323
|
|
|
(24,351
|
)
|
|
|
|
|
||||||||
Assisted and Independent Living Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Avenue N Holdings LLC
|
|
Cambridge ALF
|
|
Rosenburg, TX
|
|
—
|
|
|
124
|
|
|
2,301
|
|
|
392
|
|
|
124
|
|
|
2,693
|
|
|
2,817
|
|
|
(1,276
|
)
|
|
2007
|
|
2006
|
||||||||
Moenium Holdings LLC
|
|
Grand Court
|
|
Mesa, AZ
|
|
—
|
|
|
1,893
|
|
|
5,268
|
|
|
1,210
|
|
|
1,893
|
|
|
6,478
|
|
|
8,371
|
|
|
(3,232
|
)
|
|
1986
|
|
2007
|
||||||||
Lafayette Health Holdings LLC
|
|
Chateau Des Mons
|
|
Englewood, CO
|
|
—
|
|
|
420
|
|
|
1,160
|
|
|
189
|
|
|
420
|
|
|
1,349
|
|
|
1,769
|
|
|
(395
|
)
|
|
2011
|
|
2009
|
||||||||
Expo Park Health Holdings LLC
|
|
Canterbury Gardens
|
|
Aurora, CO
|
|
—
|
|
|
570
|
|
|
1,692
|
|
|
248
|
|
|
570
|
|
|
1,940
|
|
|
2,510
|
|
|
(772
|
)
|
|
1986
|
|
2010
|
||||||||
Wisteria Health Holdings LLC
|
|
Wisteria IND
|
|
Abilene, TX
|
|
—
|
|
|
244
|
|
|
3,241
|
|
|
81
|
|
|
244
|
|
|
3,322
|
|
|
3,566
|
|
|
(1,297
|
)
|
|
2008
|
|
2011
|
||||||||
Everglades Health Holdings LLC
|
|
Lexington
|
|
Ventura, CA
|
|
—
|
|
|
1,542
|
|
|
4,012
|
|
|
113
|
|
|
1,542
|
|
|
4,125
|
|
|
5,667
|
|
|
(811
|
)
|
|
1990
|
|
2011
|
||||||||
Flamingo Health Holdings LLC
|
|
Desert Springs ALF
|
|
Las Vegas, NV
|
|
—
|
|
|
908
|
|
|
4,767
|
|
|
281
|
|
|
908
|
|
|
5,048
|
|
|
5,956
|
|
|
(2,248
|
)
|
|
1986
|
|
2011
|
||||||||
18th Place Health Holdings LLC
|
|
Rose Court
|
|
Phoenix, AZ
|
|
—
|
|
|
1,011
|
|
|
2,053
|
|
|
490
|
|
|
1,011
|
|
|
2,543
|
|
|
3,554
|
|
|
(831
|
)
|
|
1974
|
|
2011
|
||||||||
Boardwalk Health Holdings LLC
|
|
Park Place
|
|
Reno, NV
|
|
—
|
|
|
367
|
|
|
1,633
|
|
|
51
|
|
|
367
|
|
|
1,684
|
|
|
2,051
|
|
|
(452
|
)
|
|
1993
|
|
2012
|
||||||||
Willows Health Holdings LLC
|
|
Cascade Plaza
|
|
Redmond, WA
|
|
—
|
|
|
2,835
|
|
|
3,784
|
|
|
395
|
|
|
2,835
|
|
|
4,179
|
|
|
7,014
|
|
|
(1,048
|
)
|
|
2013
|
|
2013
|
||||||||
Lockwood Health Holdings LLC
|
|
Santa Maria
|
|
Santa Maria, CA
|
|
—
|
|
|
1,792
|
|
|
2,253
|
|
|
585
|
|
|
1,792
|
|
|
2,838
|
|
|
4,630
|
|
|
(1,086
|
)
|
|
1967
|
|
2013
|
||||||||
Saratoga Health Holdings LLC
|
|
Lake Ridge
|
|
Orem, UT
|
|
—
|
|
|
444
|
|
|
2,265
|
|
|
176
|
|
|
444
|
|
|
2,441
|
|
|
2,885
|
|
|
(408
|
)
|
|
1995
|
|
2013
|
||||||||
Sky Holdings AZ LLC
|
|
Desert Sky Assisted Living
|
|
Glendale, AZ
|
|
—
|
|
|
61
|
|
|
304
|
|
|
372
|
|
|
61
|
|
|
676
|
|
|
737
|
|
|
(435
|
)
|
|
2004
|
|
2002
|
||||||||
Lemon River Holdings LLC
|
|
The Grove Assisted Living
|
|
Riverside, CA
|
|
—
|
|
|
342
|
|
|
802
|
|
|
3,360
|
|
|
342
|
|
|
4,162
|
|
|
4,504
|
|
|
(2,340
|
)
|
|
2012
|
|
2009
|
Mission CCRC LLC
|
|
St. Joseph's Villa IND
|
|
Salt Lake City, UT
|
|
—
|
|
|
411
|
|
|
2,312
|
|
|
258
|
|
|
411
|
|
|
2,570
|
|
|
2,981
|
|
|
(1,250
|
)
|
|
1994
|
|
2011
|
||||||||
CTR Partnership, L.P.
|
|
Prelude Cottages of Woodbury
|
|
Woodbury, MN
|
|
—
|
|
|
430
|
|
|
6,714
|
|
|
—
|
|
|
430
|
|
|
6,714
|
|
|
7,144
|
|
|
(839
|
)
|
|
2011
|
|
2014
|
||||||||
CTR Partnership, L.P.
|
|
English Meadows Senior Living Community
|
|
Christiansburg, VA
|
|
—
|
|
|
250
|
|
|
6,114
|
|
|
3
|
|
|
250
|
|
|
6,117
|
|
|
6,367
|
|
|
(765
|
)
|
|
2011
|
|
2014
|
||||||||
CTR Partnership, L.P.
|
|
Bristol Court Assisted Living
|
|
Saint Petersburg, FL
|
|
—
|
|
|
645
|
|
|
7,322
|
|
|
13
|
|
|
645
|
|
|
7,335
|
|
|
7,980
|
|
|
(827
|
)
|
|
2010
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
Asbury Place Assisted Living
|
|
Pensacola, FL
|
|
—
|
|
|
212
|
|
|
4,992
|
|
|
72
|
|
|
212
|
|
|
5,064
|
|
|
5,276
|
|
|
(543
|
)
|
|
1997
|
|
2015
|
||||||||
CTR Partnership, L.P.
|
|
New Haven Assisted Living of San Angelo
|
|
San Angelo, TX
|
|
—
|
|
|
284
|
|
|
4,478
|
|
|
—
|
|
|
284
|
|
|
4,478
|
|
|
4,762
|
|
|
(438
|
)
|
|
2012
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Lamplight Inn of Fort Wayne
|
|
Fort Wayne, IN
|
|
—
|
|
|
452
|
|
|
8,703
|
|
|
—
|
|
|
452
|
|
|
8,703
|
|
|
9,155
|
|
|
(834
|
)
|
|
2015
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Lamplight Inn of West Allis
|
|
West Allis, WI
|
|
—
|
|
|
97
|
|
|
6,102
|
|
|
—
|
|
|
97
|
|
|
6,102
|
|
|
6,199
|
|
|
(585
|
)
|
|
2013
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Lamplight Inn of Baltimore
|
|
Baltimore, MD
|
|
—
|
|
|
—
|
|
|
3,697
|
|
|
—
|
|
|
—
|
|
|
3,697
|
|
|
3,697
|
|
|
(354
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Fort Myers Assisted Living
|
|
Fort Myers, FL
|
|
—
|
|
|
1,489
|
|
|
3,531
|
|
|
405
|
|
|
1,489
|
|
|
3,936
|
|
|
5,425
|
|
|
(353
|
)
|
|
1980
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
English Meadows Elks Home Campus
|
|
Bedford, VA
|
|
—
|
|
|
451
|
|
|
9,023
|
|
|
142
|
|
|
451
|
|
|
9,165
|
|
|
9,616
|
|
|
(865
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Croatan Village
|
|
New Bern, NC
|
|
—
|
|
|
312
|
|
|
6,919
|
|
|
—
|
|
|
312
|
|
|
6,919
|
|
|
7,231
|
|
|
(634
|
)
|
|
2010
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Countryside Village
|
|
Pikeville, NC
|
|
—
|
|
|
131
|
|
|
4,157
|
|
|
—
|
|
|
131
|
|
|
4,157
|
|
|
4,288
|
|
|
(381
|
)
|
|
2011
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
The Pines of Clarkston
|
|
Village of Clarkston, MI
|
|
—
|
|
|
603
|
|
|
9,326
|
|
|
—
|
|
|
603
|
|
|
9,326
|
|
|
9,929
|
|
|
(835
|
)
|
|
2010
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
The Pines of Goodrich
|
|
Goodrich, MI
|
|
—
|
|
|
241
|
|
|
4,112
|
|
|
—
|
|
|
241
|
|
|
4,112
|
|
|
4,353
|
|
|
(368
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
The Pines of Burton
|
|
Burton, MI
|
|
—
|
|
|
492
|
|
|
9,199
|
|
|
—
|
|
|
492
|
|
|
9,199
|
|
|
9,691
|
|
|
(824
|
)
|
|
2014
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
The Pines of Lapeer
|
|
Lapeer, MI
|
|
—
|
|
|
302
|
|
|
5,773
|
|
|
—
|
|
|
302
|
|
|
5,773
|
|
|
6,075
|
|
|
(517
|
)
|
|
2008
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Arbor Place
|
|
Lodi, CA
|
|
—
|
|
|
392
|
|
|
3,605
|
|
|
—
|
|
|
392
|
|
|
3,605
|
|
|
3,997
|
|
|
(308
|
)
|
|
1984
|
|
2016
|
||||||||
CTR Partnership, L.P.
|
|
Applewood of Brookfield
|
|
Brookfield, WI
|
|
—
|
|
|
493
|
|
|
14,002
|
|
|
—
|
|
|
493
|
|
|
14,002
|
|
|
14,495
|
|
|
(1,021
|
)
|
|
2013
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Applewood of New Berlin
|
|
New Berlin, WI
|
|
—
|
|
|
356
|
|
|
10,812
|
|
|
—
|
|
|
356
|
|
|
10,812
|
|
|
11,168
|
|
|
(788
|
)
|
|
2016
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Tangerine Cove of Brooksville
|
|
Brooksville, FL
|
|
—
|
|
|
995
|
|
|
927
|
|
|
161
|
|
|
995
|
|
|
1,088
|
|
|
2,083
|
|
|
(77
|
)
|
|
1984
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Memory Care Cottages in White Bear Lake
|
|
White Bear Lake, MN
|
|
—
|
|
|
1,611
|
|
|
5,633
|
|
|
—
|
|
|
1,611
|
|
|
5,633
|
|
|
7,244
|
|
|
(352
|
)
|
|
2016
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Culpeper
|
|
Culpepper, VA
|
|
—
|
|
|
318
|
|
|
3,897
|
|
|
69
|
|
|
318
|
|
|
3,966
|
|
|
4,284
|
|
|
(257
|
)
|
|
1997
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Louisa
|
|
Louisa, VA
|
|
—
|
|
|
407
|
|
|
4,660
|
|
|
72
|
|
|
407
|
|
|
4,732
|
|
|
5,139
|
|
|
(313
|
)
|
|
2002
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Warrenton
|
|
Warrenton, VA
|
|
—
|
|
|
1,238
|
|
|
7,247
|
|
|
85
|
|
|
1,238
|
|
|
7,332
|
|
|
8,570
|
|
|
(462
|
)
|
|
1999
|
|
2017
|
||||||||
CTR Partnership, L.P.
|
|
Vista Del Lago
|
|
Escondido, CA
|
|
—
|
|
|
4,362
|
|
|
7,997
|
|
|
—
|
|
|
4,362
|
|
|
7,997
|
|
|
12,359
|
|
|
(70
|
)
|
|
2015
|
|
2019
|
||||||||
|
|
|
|
|
|
—
|
|
|
29,527
|
|
|
196,789
|
|
|
9,223
|
|
|
29,527
|
|
|
206,012
|
|
|
235,539
|
|
|
(31,491
|
)
|
|
|
|
|
||||||||
Independent Living Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hillview Health Holdings LLC
|
|
Lakeland Hills
|
|
Dallas, TX
|
|
—
|
|
|
680
|
|
|
4,872
|
|
|
1,011
|
|
|
680
|
|
|
5,883
|
|
|
6,563
|
|
|
(2,156
|
)
|
|
1996
|
|
2011
|
||||||||
|
|
|
|
|
|
—
|
|
|
680
|
|
|
4,872
|
|
|
1,011
|
|
|
680
|
|
|
5,883
|
|
|
6,563
|
|
|
(2,156
|
)
|
|
|
|
|
||||||||
|
|
|
|
|
|
—
|
|
|
$
|
205,295
|
|
|
$
|
1,293,798
|
|
|
$
|
105,988
|
|
|
$
|
204,154
|
|
|
$
|
1,400,927
|
|
|
$
|
1,605,081
|
|
|
$
|
(220,359
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
Real estate:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at the beginning of the period
|
|
$
|
1,368,157
|
|
|
$
|
1,266,484
|
|
|
$
|
986,215
|
|
Acquisitions
|
|
318,070
|
|
|
106,208
|
|
|
280,477
|
|
|||
Improvements
|
|
3,103
|
|
|
7,230
|
|
|
744
|
|
|||
Impairment
|
|
(21,465
|
)
|
|
—
|
|
|
—
|
|
|||
Sales of real estate
|
|
(62,784
|
)
|
|
(11,765
|
)
|
|
(952
|
)
|
|||
Balance at the end of the period
|
|
$
|
1,605,081
|
|
|
$
|
1,368,157
|
|
|
$
|
1,266,484
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
||||||
Balance at the beginning of the period
|
|
$
|
(185,926
|
)
|
|
$
|
(152,185
|
)
|
|
$
|
(121,797
|
)
|
Depreciation expense
|
|
(40,373
|
)
|
|
(34,676
|
)
|
|
(30,493
|
)
|
|||
Impairment
|
|
5,220
|
|
|
—
|
|
|
—
|
|
|||
Sales of real estate
|
|
720
|
|
|
935
|
|
|
105
|
|
|||
Balance at the end of the period
|
|
$
|
(220,359
|
)
|
|
$
|
(185,926
|
)
|
|
$
|
(152,185
|
)
|
Description
|
|
Contractual Interest Rate
|
|
Maturity Date
|
|
Periodic Payment Terms
|
|
Prior Liens
|
|
Principal Balance
|
|
Book Value (3)
|
|
Carrying Amount of Loans Subject to Delinquent Principal or Interest
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ohio (3 SNF facilities)
|
|
10.0
|
%
|
|
2020
|
|
(1)
|
|
$
|
—
|
|
|
$
|
26,500
|
|
|
$
|
26,500
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Third Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
California (1 SNF facility)
|
|
8.0
|
%
|
|
2019
|
|
(2)
|
|
5,500
|
|
(4)
|
3,000
|
|
|
3,000
|
|
|
3,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loan Loss Allowance
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
$
|
5,500
|
|
|
$
|
29,500
|
|
|
$
|
29,500
|
|
|
$
|
3,000
|
|
(1)
|
Interest is due monthly, and principal is due at the maturity date.
|
(2)
|
Past due.
|
(3)
|
The aggregate cost of investments in real estate mortgage loans for federal income tax purposes was $29.5 million.
|
(4)
|
An estimate.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
12,375
|
|
|
$
|
12,517
|
|
|
$
|
—
|
|
Additions during period:
|
|
|
|
|
|
|
||||||
New mortgage loans
|
|
40,889
|
|
|
—
|
|
|
12,542
|
|
|||
Deductions during period:
|
|
|
|
|
|
|
||||||
Paydowns/Repayments
|
|
(23,764
|
)
|
|
(142
|
)
|
|
(25
|
)
|
|||
Balance at end of period
|
|
$
|
29,500
|
|
|
$
|
12,375
|
|
|
$
|
12,517
|
|
•
|
any person from beneficially or constructively owning shares of our stock to the extent such beneficial or constructive ownership would result in us being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT;
|
•
|
any person from transferring shares of our stock if the transfer would result in shares of our stock being beneficially owned by fewer than 100 persons;
|
•
|
any person from beneficially owning or constructively owning shares of our stock to the extent such ownership would result in us failing to qualify as a “domestically controlled qualified investment entity,” within the meaning of Section 897(h) of the Code;
|
•
|
any person from beneficially or constructively owning shares of our stock to the extent such beneficial or constructive ownership would cause us to own, beneficially or constructively, 9.9% or more of the ownership
|
•
|
any person from beneficially or constructively owning shares of our stock to the extent such beneficial or constructive ownership would cause any “eligible independent contractor” that operates a “qualified health care property” on behalf of a “taxable REIT subsidiary” of ours (as such terms are defined in Sections 856(d)(9)(A), 856(e)(6)(D)(i) and 856(l) of the Code, respectively) to fail to qualify as such.
|
•
|
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder, voting together as a single class.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
more than 50%.
|
•
|
a classified board;
|
•
|
a two-thirds vote requirement for removing a director;
|
•
|
a requirement that the number of directors be fixed only by vote of the directors;
|
•
|
a requirement that a vacancy on the board be filled only by the affirmative vote of a majority of the remaining directors in office and such director shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualified; and
|
•
|
a majority requirement for the calling of a special meeting of stockholders.
|
•
|
the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;
|
•
|
the director or officer actually received an improper personal benefit in money, property or services; or
|
•
|
in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
|
1.
|
CareTrust GP, LLC**
|
|
51.
|
Lockwood Health Holdings LLC
|
2.
|
CTR Partnership, L.P.**
|
|
52.
|
Long Beach Health Associates LLC
|
3.
|
CareTrust Capital Corp.**
|
|
53.
|
Lowell Health Holdings LLC
|
4.
|
18th Place Health Holdings LLC
|
|
54.
|
Lowell Lake Health Holdings LLC
|
5.
|
49th Street Health Holdings LLC
|
|
55.
|
Lufkin Health Holdings LLC
|
6.
|
4th Street Holdings LLC
|
|
56.
|
Meadowbrook Health Associates LLC
|
7.
|
51st Avenue Health Holdings LLC
|
|
57.
|
Memorial Health Holdings LLC
|
8.
|
Anson Health Holdings LLC
|
|
58.
|
Mesquite Health Holdings LLC
|
9.
|
Arapahoe Health Holdings LLC
|
|
59.
|
Mission CCRC LLC
|
10.
|
Arrow Tree Health Holdings LLC
|
|
60.
|
Moenium Holdings LLC
|
11.
|
Avenue N Holdings LLC
|
|
61.
|
Mountainview Communitycare LLC
|
12.
|
Big Sioux River Health Holdings LLC
|
|
62.
|
Northshore Healthcare Holdings LLC
|
13.
|
Boardwalk Health Holdings LLC
|
|
63.
|
Oleson Park Health Holdings LLC
|
14.
|
Bogardus Health Holdings LLC
|
|
64.
|
Orem Health Holdings LLC
|
15.
|
Burley Healthcare Holdings LLC
|
|
65.
|
Paredes Health Holdings LLC
|
16.
|
Casa Linda Retirement LLC
|
|
66.
|
Plaza Health Holdings LLC
|
17.
|
Cedar Avenue Holdings LLC
|
|
67.
|
Polk Health Holdings LLC
|
18.
|
Cherry Health Holdings LLC
|
|
68.
|
Prairie Health Holdings LLC
|
19.
|
CM Health Holdings LLC
|
|
69.
|
Price Health Holdings LLC
|
20.
|
Cottonwood Health Holdings LLC
|
|
70.
|
Queen City Health Holdings LLC
|
21.
|
Dallas Independence LLC
|
|
71.
|
Queensway Health Holdings LLC
|
22.
|
Dixie Health Holdings LLC
|
|
72.
|
RB Heights Health Holdings LLC
|
23.
|
Emmett Healthcare Holdings LLC
|
|
73.
|
Regal Road Health Holdings LLC
|
24.
|
Ensign Bellflower LLC
|
|
74.
|
Renee Avenue Health Holdings LLC
|
25.
|
Ensign Highland LLC
|
|
75.
|
Rillito Holdings LLC
|
26.
|
Ensign Southland LLC
|
|
76.
|
Rio Grande Health Holdings LLC
|
27.
|
Everglades Health Holdings LLC
|
|
77.
|
Salmon River Health Holdings LLC
|
28.
|
Expo Park Health Holdings LLC
|
|
78.
|
Salt Lake Independence LLC
|
29.
|
Expressway Health Holdings LLC
|
|
79.
|
San Corrine Health Holdings LLC
|
30.
|
Falls City Health Holdings LLC
|
|
80.
|
Saratoga Health Holdings LLC
|
31.
|
Fifth East Holdings LLC
|
|
81.
|
Silver Lake Health Holdings LLC
|
32.
|
Fig Street Health Holdings LLC
|
|
82.
|
Silverada Health Holdings LLC
|
33.
|
Flamingo Health Holdings LLC
|
|
83.
|
Sky Holdings AZ LLC
|
34.
|
Fort Street Health Holdings LLC
|
|
84.
|
Snohomish Health Holdings LLC
|
35.
|
Gazebo Park Health Holdings LLC
|
|
85.
|
South Dora Health Holdings LLC
|
36.
|
Gillette Park Health Holdings LLC
|
|
86.
|
Stillhouse Health Holdings LLC
|
37.
|
Golfview Holdings LLC
|
|
87.
|
Temple Health Holdings LLC
|
38.
|
Granada Investments LLC
|
|
88.
|
Tenth East Holdings LLC
|
39.
|
Guadalupe Health Holdings LLC
|
|
89.
|
Terrace Holdings AZ LLC
|
40.
|
Gulf Coast Buyer 1 LLC
|
|
90.
|
Trinity Mill Holdings LLC
|
41.
|
Hillendahl Health Holdings LLC
|
|
91.
|
Trousdale Health Holdings LLC
|
42.
|
Hillview Health Holdings LLC
|
|
92.
|
Tulalip Bay Health Holdings LLC
|
43.
|
Irving Health Holdings LLC
|
|
93.
|
Valley Health Holdings LLC
|
44.
|
Ives Health Holdings LLC
|
|
94.
|
Verde Villa Holdings LLC
|
45.
|
Jefferson Ralston Holdings LLC
|
|
95.
|
Wayne Health Holdings LLC
|
46.
|
Jordan Health Properties LLC
|
|
96.
|
Willits Health Holdings LLC
|
47.
|
Josey Ranch Healthcare Holdings LLC
|
|
97.
|
Willows Health Holdings LLC
|
48.
|
Kings Court Health Holdings LLC
|
|
98.
|
Wisteria Health Holdings LLC
|
49.
|
Lafayette Health Holdings LLC
|
|
99.
|
CTR Arvada Preferred, LLC**
|
50.
|
Lemon River Holdings LLC
|
|
100.
|
CTR Cascadia Preferred, LLC**
|
*
|
Unless otherwise indicated, the jurisdiction of formation or incorporation, as applicable, of each of the subsidiaries listed herein is Nevada.
|
**
|
Formed or incorporated in Delaware.
|
|
|
|
By:
|
|
/s/ Gregory K. Stapley
|
|
|
Gregory K. Stapley
|
|
|
President and Chief Executive Officer
|
|
|
|
By:
|
|
/s/ William M. Wagner
|
|
|
William M. Wagner
|
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
/s/ Gregory K. Stapley
|
Name:
|
|
Gregory K. Stapley
|
Title:
|
|
President and Chief Executive Officer
|
Date:
|
|
February 20, 2020
|
|
||
|
|
/s/ William M. Wagner
|
Name:
|
|
William M. Wagner
|
Title:
|
|
Chief Financial Officer, Treasurer and Secretary
|
Date:
|
|
February 20, 2020
|