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These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
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Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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04-3445278
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(State of Organization)
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(IRS Employer Identification No.)
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Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634
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(Address of Principal Executive Offices) (Zip Code)
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Common Shares of Beneficial Interest
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The Nasdaq Stock Market LLC
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5.625% Senior Notes due 2042
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The Nasdaq Stock Market LLC
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6.25% Senior Notes due 2046
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The Nasdaq Stock Market LLC
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Large accelerated filer
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Accelerated filer
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Non-Accelerated filer
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Smaller reporting company
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Emerging growth company
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OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND TO SUSTAIN THE AMOUNT OF SUCH DISTRIBUTIONS,
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OUR ABILITY TO RETAIN OUR EXISTING TENANTS, ATTRACT NEW TENANTS AND MAINTAIN OR INCREASE CURRENT RENTAL RATES,
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FIVE STAR SENIOR LIVING INC., OR FIVE STAR, OUR FORMER SUBSIDIARY AND LARGEST TENANT AND THE MANAGER OF OUR MANAGED SENIOR LIVING COMMUNITIES, HAVING ADEQUATE FINANCIAL RESOURCES AND LIQUIDITY AND FIVE STAR'S ABILITY TO MEET ITS OBLIGATIONS TO US AND TO MANAGE OUR SENIOR LIVING COMMUNITIES SATISFACTORILY,
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WHETHER THE AGING U.S. POPULATION AND INCREASING LIFE SPANS OF SENIORS WILL INCREASE THE DEMAND FOR SENIOR LIVING COMMUNITIES, WELLNESS CENTERS AND OTHER MEDICAL AND HEALTHCARE RELATED PROPERTIES AND HEALTHCARE SERVICES,
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THE CREDIT QUALITIES OF OUR TENANTS,
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OUR ABILITY TO COMPETE FOR TENANCIES AND ACQUISITIONS EFFECTIVELY,
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OUR ABILITY TO MAINTAIN AND INCREASE OCCUPANCY, REVENUES AND NET OPERATING INCOME AT OUR SENIOR LIVING COMMUNITIES,
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OUR ACQUISITIONS AND SALES OF PROPERTIES,
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OUR ABILITY TO RAISE DEBT OR EQUITY CAPITAL,
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THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY,
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OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS,
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OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT,
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OUR ABILITY TO APPROPRIATELY BALANCE OUR USE OF DEBT AND EQUITY CAPITAL,
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OUR CREDIT RATINGS,
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OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP INTEREST IN AND OTHER RELATIONSHIPS WITH THE RMR GROUP INC., OR RMR INC.,
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OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP INTEREST IN AND OTHER RELATIONSHIPS WITH AFFILIATES INSURANCE COMPANY, OR AIC, AND FROM OUR PARTICIPATION IN INSURANCE PROGRAMS ARRANGED BY AIC,
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OUR QUALIFICATION FOR TAXATION AS A REAL ESTATE INVESTMENT TRUST, OR REIT, AND
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OTHER MATTERS.
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THE IMPACT OF CONDITIONS IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS AND MANAGERS,
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COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, ACCOUNTING RULES, TAX LAWS AND SIMILAR MATTERS,
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LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES,
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COMPETITION WITHIN THE HEALTHCARE AND REAL ESTATE INDUSTRIES, PARTICULARLY IN THOSE MARKETS IN WHICH OUR PROPERTIES ARE LOCATED,
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ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEES, FIVE STAR, THE RMR GROUP LLC, OR RMR LLC, RMR INC., AIC AND OTHERS AFFILIATED WITH THEM,
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ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL, AND
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THE IMPACT OF THE PATIENT PROTECTION AND AFFORDABLE CARE ACT, AS AMENDED BY THE HEALTH CARE AND EDUCATION RECONCILIATION ACT, OR COLLECTIVELY, THE ACA, OR THE POSSIBLE FUTURE REPEAL, REPLACEMENT OR MODIFICATION OF THE ACA AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS ON US OR OUR TENANTS AND MANAGERS AND THEIR ABILITY TO PAY THEIR OBLIGATIONS TO US.
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FIVE STAR, OUR LARGEST TENANT AND THE MANAGER OF OUR MANAGED SENIOR LIVING COMMUNITIES, HAS DETERMINED THAT THERE IS SUBSTANTIAL DOUBT AS TO WHETHER IT WILL BE ABLE TO CONTINUE AS A GOING CONCERN. FIVE STAR'S FINANCIAL DIFFICULTIES RESULT FROM A NUMBER OF FACTORS, SOME OF WHICH ARE BEYOND FIVE STAR'S CONTROL, INCLUDING, BUT NOT LIMITED TO:
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FIVE STAR'S HIGH OPERATING LEVERAGE,
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INCREASES IN FIVE STAR’S LABOR COSTS OR IN COSTS FIVE STAR PAYS FOR GOODS AND SERVICES,
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COMPETITION WITHIN THE SENIOR LIVING INDUSTRY,
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SENIORS DELAYING OR FORGOING MOVING INTO SENIOR LIVING COMMUNITIES OR PURCHASING HEALTHCARE SERVICES,
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THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON FIVE STAR AND ITS RESIDENTS AND OTHER CUSTOMERS,
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CHANGES IN MEDICARE OR MEDICAID POLICIES AND REGULATIONS, INCLUDING THOSE THAT MAY RESULT FROM THE ACA OR THE POSSIBLE FUTURE REPEAL, REPLACEMENT OR MODIFICATION OF THE ACA AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS,
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INCREASES IN COMPLIANCE COSTS,
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CONTINUED EFFORTS BY THIRD PARTY PAYERS TO REDUCE HEALTHCARE COSTS, AND
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INCREASES IN TORT AND INSURANCE LIABILITY COSTS.
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IF FIVE STAR’S OPERATIONS CONTINUE TO BE UNPROFITABLE, IT COULD BECOME INSOLVENT AND DEFAULT ON ITS RENT OBLIGATIONS TO US,
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IF FIVE STAR FAILS TO PROVIDE QUALITY SERVICES AT OUR SENIOR LIVING COMMUNITIES, THE NOI GENERATED BY THESE COMMUNITIES MAY BE ADVERSELY AFFECTED,
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OUR LEASE AND MANAGEMENT ARRANGEMENTS WITH FIVE STAR ARE CURRENTLY BEING EVALUATED BY OUR INDEPENDENT TRUSTEES AND FIVE STAR'S INDEPENDENT DIRECTORS. AS A RESULT, THERE MAY BE AGREED CHANGES TO OUR ARRANGEMENTS WITH FIVE STAR IN THE FUTURE. ANY FUTURE CHANGES TO SUCH ARRANGEMENTS WILL BE SUBJECT TO THE APPROVAL OF OUR INDEPENDENT TRUSTEES. WE CANNOT BE SURE THAT ANY CHANGES TO THESE ARRANGEMENTS WILL BE AGREED TO OR OCCUR AND ANY POSSIBLE FUTURE CHANGES TO THESE ARRANGEMENTS MAY NEGATIVELY IMPACT OUR INCOME AND CASH FLOWS AND RESULT IN OUR REDUCING OUR DISTRIBUTIONS TO SHAREHOLDERS,
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THE CAPITAL INVESTMENTS WE ARE MAKING AT OUR SENIOR LIVING COMMUNITIES IN RESPONSE TO COMPETITIVE PRESSURES RESULTING FROM ONGOING NEW SUPPLY OF SENIOR LIVING COMMUNITIES MAY NOT ACHIEVE EXPECTED RESULTS AND OUR SENIOR LIVING COMMUNITIES MAY NOT BE COMPETITIVE, DESPITE THESE CAPITAL INVESTMENTS,
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WE MAY SPEND MORE FOR CAPITAL EXPENDITURES THAN WE CURRENTLY EXPECT,
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OUR TENANTS MAY EXPERIENCE LOSSES AND DEFAULT ON THEIR RENT OBLIGATIONS TO US,
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SOME OF OUR TENANTS MAY NOT RENEW EXPIRING LEASES, AND WE MAY BE UNABLE TO OBTAIN NEW TENANTS TO MAINTAIN OR INCREASE THE HISTORICAL OCCUPANCY RATES OF, OR RENTS FROM, OUR PROPERTIES,
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OUR ABILITY TO MAKE FUTURE DISTRIBUTIONS TO OUR SHAREHOLDERS AND TO MAKE PAYMENTS OF PRINCIPAL AND INTEREST ON OUR INDEBTEDNESS DEPENDS UPON A NUMBER OF FACTORS, INCLUDING OUR FUTURE EARNINGS, THE CAPITAL COSTS WE INCUR TO LEASE AND OPERATE OUR PROPERTIES AND OUR WORKING CAPITAL REQUIREMENTS. WE MAY BE UNABLE TO PAY OUR DEBT OBLIGATIONS OR TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON SHARES AND FUTURE DISTRIBUTIONS MAY BE REDUCED OR ELIMINATED,
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OUR ABILITY TO GROW OUR BUSINESS AND INCREASE OUR DISTRIBUTIONS DEPENDS IN LARGE PART UPON OUR ABILITY TO BUY PROPERTIES AND ARRANGE FOR THEIR PROFITABLE OPERATION OR LEASE THEM FOR RENTS, LESS THEIR PROPERTY OPERATING EXPENSES, THAT EXCEED OUR CAPITAL COSTS. WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE AND WE MAY FAIL TO REACH AGREEMENT WITH THE SELLERS AND COMPLETE THE PURCHASE OF ANY PROPERTIES WE DO WANT TO ACQUIRE. IN ADDITION, ANY PROPERTIES WE MAY ACQUIRE MAY NOT PROVIDE US WITH RENTS OR REVENUES LESS PROPERTY OPERATING COSTS THAT EXCEED OUR CAPITAL COSTS OR ACHIEVE OUR EXPECTED RETURNS. IF OUR CASH FLOWS ARE REDUCED AND OUR LEVERAGE INCREASES, WE MAY NEED TO SELL, RATHER THAN BUY, PROPERTIES,
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RENTS THAT WE CAN CHARGE AT OUR PROPERTIES MAY DECLINE UPON RENEWALS OR EXPIRATIONS BECAUSE OF CHANGING MARKET CONDITIONS OR OTHERWISE,
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CONTINGENCIES IN OUR ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND OUR PENDING ACQUISITIONS AND SALES AND ANY RELATED MANAGEMENT OR LEASE ARRANGEMENTS WE EXPECT TO ENTER MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS OR ARRANGEMENTS MAY CHANGE,
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WE EXPECT TO ENTER INTO ADDITIONAL MANAGEMENT OR LEASING ARRANGEMENTS WITH FIVE STAR FOR ADDITIONAL SENIOR LIVING COMMUNITIES THAT WE OWN OR MAY ACQUIRE IN THE FUTURE. HOWEVER, WE CANNOT BE SURE THAT WE WILL ENTER INTO ANY ADDITIONAL MANAGEMENT OR LEASING ARRANGEMENTS OR OTHER TRANSACTIONS WITH FIVE STAR,
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CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY,
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ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE DEBT WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND EXPENSES ASSOCIATED WITH SUCH DEBT,
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THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOANS MAY BE INCREASED TO UP TO $3.1 BILLION ON A COMBINED BASIS IN CERTAIN CIRCUMSTANCES. HOWEVER, INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOANS IS SUBJECT TO OUR OBTAINING ADDITIONAL COMMITMENTS FROM LENDERS, WHICH MAY NOT OCCUR,
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WE HAVE THE OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS; HOWEVER, THE APPLICABLE CONDITIONS MAY NOT BE MET,
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THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON OUR REVOLVING CREDIT FACILITY AND TERM LOANS AND THE FACILITY FEE PAYABLE ON OUR REVOLVING CREDIT FACILITY ARE BASED ON OUR CREDIT RATINGS. CHANGES IN OUR CREDIT RATINGS MAY CAUSE THE INTEREST AND FEES WE PAY TO INCREASE,
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WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE,
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WE INTEND TO CONDUCT OUR BUSINESS ACTIVITIES IN A MANNER THAT WILL AFFORD US REASONABLE ACCESS TO CAPITAL FOR INVESTMENT AND FINANCING ACTIVITIES. HOWEVER, WE MAY NOT SUCCEED IN THIS REGARD AND WE MAY NOT HAVE REASONABLE ACCESS TO CAPITAL,
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FOR THE YEAR ENDED
DECEMBER 31, 2018
, APPROXIMATELY 97% OF OUR NOI WAS GENERATED FROM PROPERTIES WHERE A MAJORITY OF THE REVENUES ARE DERIVED FROM OUR TENANTS’ AND RESIDENTS’ PRIVATE RESOURCES. THIS MAY IMPLY THAT WE WILL MAINTAIN OR INCREASE THE PERCENTAGE OF OUR NOI GENERATED FROM PRIVATE RESOURCES AT OUR SENIOR LIVING COMMUNITIES. HOWEVER, OUR RESIDENTS AND PATIENTS MAY BECOME UNABLE TO FUND OUR CHARGES WITH PRIVATE RESOURCES AND WE MAY BE REQUIRED OR MAY ELECT FOR BUSINESS REASONS TO ACCEPT OR PURSUE REVENUES FROM GOVERNMENT SOURCES, WHICH COULD RESULT IN AN INCREASED PART OF OUR NOI AND REVENUE BEING GENERATED FROM GOVERNMENT PAYMENTS AND OUR BECOMING MORE DEPENDENT ON GOVERNMENT PAYMENTS,
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CIRCUMSTANCES THAT ADVERSELY AFFECT THE ABILITY OF SENIORS OR THEIR FAMILIES TO PAY FOR OUR TENANTS' AND MANAGERS' SERVICES, SUCH AS ECONOMIC DOWNTURNS, WEAK HOUSING MARKET CONDITIONS, HIGHER LEVELS OF UNEMPLOYMENT AMONG OUR RESIDENTS' FAMILY MEMBERS, LOWER LEVELS OF CONSUMER CONFIDENCE, STOCK MARKET VOLATILITY AND/OR CHANGES IN DEMOGRAPHICS GENERALLY COULD AFFECT THE PROFITABILITY OF OUR SENIOR LIVING COMMUNITIES,
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AS OF
DECEMBER 31, 2018
, WE HAD ESTIMATED UNSPENT LEASING RELATED OBLIGATIONS OF
$22.0
MILLION. IT IS DIFFICULT TO ACCURATELY ESTIMATE TENANT SPACE PREPARATION COSTS. OUR UNSPENT LEASING RELATED OBLIGATIONS MAY COST MORE AND MAY TAKE LONGER TO COMPLETE THAN WE CURRENTLY EXPECT, AND WE MAY INCUR INCREASING AMOUNTS FOR THESE AND SIMILAR PURPOSES IN THE FUTURE,
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WE MAY NOT BE ABLE TO SELL PROPERTIES THAT WE MAY DETERMINE TO OFFER FOR SALE ON TERMS ACCEPTABLE TO US OR OTHERWISE, AND WE MAY INCUR LOSSES ON ANY SUCH SALES OR IN CONNECTION WITH DECISIONS TO PURSUE SELLING OUR PROPERTIES,
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OUR SENIOR LIVING COMMUNITIES ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION, LICENSURE AND OVERSIGHT. WE SOMETIMES EXPERIENCE DEFICIENCIES IN THE OPERATION OF OUR SENIOR LIVING COMMUNITIES AND SOME OF OUR COMMUNITIES MAY BE PROHIBITED FROM ADMITTING NEW RESIDENTS OR OUR LICENSE TO CONTINUE OPERATIONS AT A COMMUNITY MAY BE REVOKED. ALSO, OPERATING DEFICIENCIES OR A LICENSE REVOCATION AT ONE OR MORE OF OUR SENIOR LIVING COMMUNITIES MAY HAVE AN ADVERSE IMPACT ON OUR ABILITY TO OBTAIN LICENSES FOR OR ATTRACT RESIDENTS TO OUR OTHER COMMUNITIES,
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WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING FIVE STAR, RMR LLC, RMR INC., ABP TRUST, AIC AND OTHERS AFFILIATED WITH THEM MAY BENEFIT US AND PROVIDE US WITH COMPETITIVE ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS. HOWEVER, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE,
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RMR INC. MAY REDUCE THE AMOUNT OF ITS DISTRIBUTIONS TO ITS SHAREHOLDERS, INCLUDING US, OR WE MAY SELL SOME OR ALL OF OUR RMR INC. COMMON SHARES, AND
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THE BUSINESS AND PROPERTY MANAGEMENT AGREEMENTS BETWEEN US AND RMR LLC HAVE CONTINUING 20 YEAR TERMS. HOWEVER, THOSE AGREEMENTS PERMIT EARLY TERMINATION IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, WE CANNOT BE SURE THAT THESE AGREEMENTS WILL REMAIN IN EFFECT FOR CONTINUING 20 YEAR TERMS.
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failure of the tenant to pay rent or any other money when due;
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failure of the tenant to provide periodic financial reports when due;
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failure of the tenant to maintain required insurance coverages;
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revocation of any material license necessary for the operation of our properties; or
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failure of the tenant to perform other terms, covenants or conditions of the lease and the continuance thereof for a specified period after written notice.
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terminate the affected lease and accelerate the rent;
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terminate the tenant’s rights to occupy and use the affected property, rent the property to another tenant and recover from the defaulting tenant the difference between the amount of rent which would have been due under the lease and the rent received pursuant to the reletting;
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make any payment or perform any act required to be paid or performed by the tenant under its lease;
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exercise our rights with respect to any collateral securing the lease; and
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require the defaulting tenant to reimburse us for all payments made and all costs and expenses incurred in connection with our exercise of any of the foregoing remedies.
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the use and size of the property;
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the location of the property;
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the proposed acquisition price;
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the existing or proposed management agreement or lease terms;
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the availability and reputation of an experienced and financially qualified lessee(s), manager(s) or guarantor(s);
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the historical and projected cash flows from the operations of the property;
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the estimated replacement cost of the property;
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the design, construction quality, physical condition and age of the property and expected capital expenditures or improvements that may be needed at the property;
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the competitive market environment of the property;
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the growth, tax and regulatory environments of the market in which the property is located;
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the price segment and payment sources in which the property is operated;
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the strategic fit of the property within our portfolio;
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our weighted average long term cost of capital compared to projected returns we may realize by owning the property;
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the level of permitted services and regulatory history of the property and its historical tenants and managers; and
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the existence of alternative sources, uses or needs for capital.
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our ability to lease or operate the affected property on terms acceptable to us or have the affected property managed with our realizing acceptable returns;
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the manager’s or tenant's desire to acquire or operate the affected property;
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the manager’s or tenant's desire to dispose of or cease operating the affected property;
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the proposed sale price;
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the remaining length of the lease relating to the property and its other terms;
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our evaluation of future cash flows which may be achieved from the property;
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the strategic fit of the property or investment within our portfolio;
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the capital required to maintain the property;
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the estimated value we may receive by selling the property;
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our intended use of the proceeds we may realize from the sale of a property; and
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the existence of alternative sources, uses or needs for capital.
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CMS’s maintenance and enforcement of Conditions of Participation that healthcare organizations must meet in order to participate in the Medicare and Medicaid programs. These standards are designed to improve the quality of care and protect the health and safety of beneficiaries. In September 2016, CMS released a final rule to comprehensively update the requirements for long term care facilities that participate in Medicare and Medicaid. These requirements will increase the cost of operations for long term care facilities that participate in Medicare and Medicaid, such as SNFs. CMS estimated in the final rule that the cost of complying with all of the new requirements per facility would be approximately $62,900 in the first year, and approximately $55,000 each year thereafter. However, we believe new requirements often cost considerably more than CMS estimates.
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Medicare’s reimbursement of SNFs under the SNF Prospective Payment System, or SNF PPS, which provides a fixed payment for each day of care provided to a Medicare beneficiary. The SNF PPS requires SNFs to assign each resident to a care group depending on that resident’s medical characteristic and service need, known as Resource Utilization Groups, or RUGs. The SNF PPS payments cover substantially all Medicare Part A services the beneficiary receives. Capital costs are part of the SNF PPS rate and are not community specific. Many states have similar Medicaid PPSs. CMS implemented the SNF PPS pursuant to the Balanced Budget Act of 1997 and updates SNF PPS payments for each year by a market basket update to account for inflation. Beginning in federal fiscal year 2012, the Patient Protection and Affordable Care Act, as amended by the Healthcare and Education Reconciliation Act, or collectively, the ACA, reduced the annual adjustment for inflation under the SNF PPS by a productivity adjustment based on national economic productivity statistics.
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Effective October 2010, CMS adopted rules that implemented a new SNF PPS case mix classification system known as RUG-IV. Following the implementation of RUG-IV, Medicare billing increased nationally, partially because of the unexpectedly large proportion of patients grouped in the highest paying RUG therapy categories. CMS did not intend for the implementation of RUG-IV to increase Medicare billing, however, and in 2011, CMS adopted a final rule designed to recalibrate the Medicare SNF PPS. The rule resulted in a reduction in aggregate Medicare payments for SNFs by approximately 11.1%, or $3.87 billion, in federal fiscal year 2012. In subsequent years, CMS slightly increased the Medicare SNF PPS rates and estimated that those rates would increase payments to SNFs by an aggregate of approximately 1.8% for federal fiscal year 2013, 1.3% for federal fiscal year 2014, 2.0% for federal fiscal year 2015, 1.2% for federal fiscal year 2016, 2.4% for federal fiscal year 2017, and 1% for federal fiscal year 2018. On July 31, 2018, CMS issued the latest SNF prospective payment system final rule, which CMS estimates will increase Medicare payments to SNFs by approximately $820 million for federal fiscal year 2019, or 2.4%, compared to federal fiscal year 2018, as mandated by the Bipartisan Budget Act of 2018.
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On July 31, 2018, CMS finalized its proposal to replace the RUG-IV model, with a revised case-mix methodology called the Patient-Driven Payment Model, or PDPM, which will become effective October 1, 2019. The PDPM focuses on clinically relevant factors, rather than volume-based payment, by using ICD-10 diagnosis codes and other patient characteristics as the basis for patient classification. CMS estimates that paperwork simplification related to patient assessments will reduce reporting burdens for SNFs by approximately $2.0 billion over 10 years.
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The Middle Class Tax Relief and Job Creation Act of 2012, which was enacted in February 2012, incrementally reduced the SNF reimbursement rate for Medicare bad debt from 100% to 65% by federal fiscal year 2015 for beneficiaries dually eligible for Medicare and Medicaid. Because a majority of SNF bad debt has historically been related to dual eligible beneficiaries, this rule has a substantial negative effect on SNFs. The same law also reduced the SNF Medicare bad debt reimbursement rate for Medicare beneficiaries not eligible for Medicaid from 70% to 65% in federal fiscal year 2013 and going forward.
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In addition to the annual changes described above, the Budget Control Act of 2011 and the Bipartisan Budget Act of 2013 allow for automatic reductions in federal spending by means of a process called sequestration, which reduces Medicare payment rates by 2.0% through 2023. In 2014 and 2015, Congress approved two additional one-year extensions of Medicare sequestration, through 2025. Medicaid is exempt from the automatic reductions, as are certain Medicare benefits. We are unable to predict the long term financial impact of the automatic payment cuts.
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In 2006, Medicare payments for outpatient therapies became subject to payment limits. The Deficient Reduction Act of 2005, or the DRA, created an exception process under which beneficiaries could request an exception from the cap and be granted the amount of services deemed medically necessary by Medicare. In April 2014, the Protecting Access to Medicare Act of 2014, or PAMA, extended the Medicare outpatient therapy cap exception process through
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In October 2016, CMS issued a final rule to implement the Merit-Based Incentive Payment System, or MIPS, and Advanced Alternative Payment Models, or APMs, which together CMS calls the Quality Payment Program. These reforms were mandated under MACRA and replace the Sustainable Growth Rate methodology for calculating updates to the MPFS. Starting in 2019, providers may be subject to either MIPS payment adjustments or APM incentive payments. MIPS consolidates the various CMS incentive and quality programs into a single reporting mechanism. Providers will receive either incentive payments or reimbursement cuts based on their compliance with MIPS requirements and their performance against a mean and median threshold of all MIPS eligible providers. APMs are innovative models approved by CMS for paying healthcare providers for services provided to Medicare beneficiaries that draw on existing programs, such as the bundled payment and shared savings models.
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Effective January 1, 2019, CMS eliminated functional status reporting requirements due to the Bipartisan Budget Act of 2018’s elimination of statutory caps on outpatient therapy, discussed above. The final rule also introduced a new modifier to identify services performed by physical and occupational therapy assistants in advance of payment reductions under the Bipartisan Budget Act of 2018. However, these reductions will not become effective until January 1, 2022. CMS also expanded the definition of MIPS-eligible clinicians to include physical and occupational therapists.
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The DRA and the ACA also include provisions that encourage states to provide long term care services in home and community based settings rather than in SNFs or other inpatient facilities, including increased federal Medicaid spending for some states through the use of several programs. One such program, the Community First Choice Option, or the CFC Option, grants states that choose to participate in the program a 6% increase in federal matching payments for related medical assistance expenditures. According to CMS, as of May 2017, eight states had currently approved CFC programs. We are unable to predict the effect of the implementation of the CFC Option and other similar programs on the ability of our tenants to pay rent to us, the profitability of our managed senior living communities and the values of our properties.
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The ACA extended and expanded eligibility for a program to award competitive grants to states for demonstration projects to provide home and community based long term care services to qualified individuals relocated from SNFs, providing certain increased federal medical assistance for each qualifying beneficiary. States are also permitted to include home and community based services as optional services under their Medicaid state plans, and states opting to do so may establish more stringent needs based criteria for SNF services than for home and community based services. The ACA also expanded the services that states may provide and limited their ability to set caps on enrollment, waiting lists or geographic limitations on home and community based services. These changes under the ACA may result in reduced payments for services, or the failure of Medicare, Medicaid or insurance payment rates to cover increasing costs.
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In January 2018, CMS issued a letter to State Medicaid Directors announcing that CMS would support state efforts to test incentives that make participation in work or other community engagement a requirement for continued Medicaid eligibility for non-elderly, non-pregnant adults. States would be required to have exemptions for individuals who are classified as “disabled” for Medicaid eligibility purposes, as well those with acute medical conditions or medical frailty that would prevent them from complying with the work requirement. As of January 2019, Arkansas, Kentucky and Indiana have implemented work requirements for adults receiving Medicaid; New Hampshire has received CMS approval and are expected to implement their work requirements during 2019. In addition, Arizona, Kansas, Maine, Mississippi, North Carolina, Ohio, Utah and Wisconsin have submitted requests for Medicaid work requirements. The implementation of work requirements may reduce the availability of Medicaid coverage within our patient population.
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Some of the states in which our tenants and managers operate have not raised Medicaid rates by amounts sufficient to offset increasing costs or have frozen or reduced such rates. In June 2011, Congress ended certain temporary
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We and some of our tenants and managers are subject to the Improving Medicare Post-Acute Care Transformation Act of 2014, which requires certain post-acute care providers, including SNFs, to begin collecting and reporting various types of data. Specifically, under the SNF Quality Reporting Program, HHS required SNFs to begin reporting certain quality measures and resource use measures in a standardized and interoperable format as of October 2016 and to begin reporting certain patient assessment data in such a format by October 2018. Beginning in federal fiscal year 2018, SNFs that fail to comply with the reporting requirements by the established times will be subject to a 2.0% reduction in their Medicare payment rates for that fiscal year. Beginning in October 2018, HHS made this data publicly available.
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PAMA established a SNF Value-Based Purchasing Program, under which HHS will assess SNFs based on hospital readmissions and make these assessments available to the public. In the SNF PPS final rule for fiscal year 2016, CMS adopted a 30 day all-cause, all-condition hospital readmission measure for SNFs, which was replaced with an all-condition, risk-adjusted potentially preventable hospital readmission rate measure in the SNF PPS final rule for fiscal year 2017. Beginning in federal fiscal year 2019, Medicare payment rates will be partially based on SNFs’ performance scores on this measure. The 2019 federal fiscal year update established baseline and performance periods for federal fiscal year 2021, adjusted SNF Value-Based Purchasing scoring methodology, and established an extraordinary circumstances exception policy. To fund the program, CMS will reduce Medicare payments to all SNFs by 2.0% through a withhold mechanism starting in October 2018 and then redistribute between 50% and 70% of the withheld payments as incentive payments to those SNFs with the highest rankings on this measure. CMS estimates that the federal fiscal year 2019 changes to the SNF VBP program will decrease payments to SNFs by an aggregate of approximately $2d11 million, compared to federal fiscal year 2018.
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In June 2017, HHS solicited suggestions for changes that could be made within the existing ACA legal framework to improve health insurance markets and meet the Trump Administration’s reform goals. HHS sought comments from interested parties to inform its ongoing efforts to create a more patient-centered healthcare system that adheres to the key principles of affordability, accessibility, quality, innovation and empowerment.
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On October 12, 2017, President Trump signed an executive order that modified certain aspects of the ACA. Specifically, the executive order directed federal agencies to reduce limits on association health plans and temporary insurance plans, allowing more widespread offerings of plans that do not adhere to all of the ACA’s mandates, and to permit workers to use funds from tax advantaged accounts to pay for their own coverage. On October 2, 2018, the U.S. Department of Labor, the U.S. Internal Revenue Service, or the IRS, and CMS issued regulations to permit insurers to sell short-term plans that provide coverage for up to 12 months; previous Obama Administration guidance had limited such plans to 90 days. Short term plans are often less expensive than plans that meet the requirements of the ACA; however, short-term plans are also exempt from the ACA’s essential health benefits and other consumer protection requirements. In addition, on October 22, 2018, CMS announced that future Section 1332 of the ACA
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On October 12, 2017, the Trump Administration also announced that it would stop paying what are known as cost sharing reduction subsidies to issuers of qualified health plans under the ACA. As a result, in 2018 payors generally increased premiums for plans offered on exchanges in order to make up for termination of federal cost sharing reduction subsidies.
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In 2018, the ACA was also subject to lawsuits that sought to invalidate some or all of its provisions. In Texas, a lawsuit brought by 18 attorneys general and two governors in federal district court argued that, following the legislative repeal of the ACA mandate’s tax penalties (by setting the penalty to $0), the entire ACA should be enjoined as invalid. On December 14, 2018, the court found that the ACA, following the mandate repeal, was unconstitutional. Following the ruling, additional state attorneys general intervened as defendants in the case and on December 30th the court granted the intervenor defendants’ request for a stay pending appeal.
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a bank, insurance company or other financial institution;
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a regulated investment company or REIT;
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a subchapter S corporation;
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a broker, dealer or trader in securities or foreign currencies;
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a person who marks-to-market our shares for U.S. federal income tax purposes;
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a U.S. shareholder (as defined below) that has a functional currency other than the U.S. dollar;
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a person who acquires or owns our shares in connection with employment or other performance of services;
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a person subject to alternative minimum tax;
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a person who acquires or owns our shares as part of a straddle, hedging transaction, constructive sale transaction, constructive ownership transaction or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction;
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a person who owns 10% or more (by vote or value, directly or constructively under the IRC)
of any class of our shares;
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a U.S. expatriate;
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a non-U.S. shareholder (as defined below) whose investment in our shares is effectively connected with the conduct of a trade or business in the United States;
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a nonresident alien individual present in the United States for 183 days or more during an applicable taxable year;
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a “qualified shareholder” (as defined in Section 897(k)(3)(A) of the IRC);
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a “qualified foreign pension fund” (as defined in Section 897(l)(2) of the IRC) or any entity wholly owned by one or more qualified foreign pension funds;
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a person subject to special tax accounting rules as a result of their use of applicable financial statements (within the meaning of Section 451(b)(3) of the IRC); or
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except as specifically described in the following summary, a trust, estate, tax-exempt entity or foreign person.
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an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under the federal income tax laws;
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an entity treated as a corporation for federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is subject to federal income taxation regardless of its source; or
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a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or, to the extent provided in Treasury regulations, a trust in existence on August 20, 1996 that has elected to be treated as a domestic trust;
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whose status as a U.S. shareholder is not overridden by an applicable tax treaty. Conversely, a “non-U.S. shareholder” is a beneficial owner of our shares that is not an entity (or other arrangement) treated as a partnership for federal income tax purposes and is not a U.S. shareholder.
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We will be taxed at regular corporate income tax rates on any undistributed “real estate investment trust taxable income,” determined by including our undistributed ordinary income and net capital gains, if any.
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If we have net income from the disposition of “foreclosure property,” as described in Section 856(e) of the IRC, that is held primarily for sale to customers in the ordinary course of a trade or business or other nonqualifying income from foreclosure property, we will be subject to tax on this income at the highest regular corporate income tax rate.
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If we have net income from “prohibited transactions” — that is, dispositions at a gain of inventory or property held primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted by statutory safe harbors — we will be subject to tax on this income at a 100% rate.
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If we fail to satisfy the 75% gross income test or the 95% gross income test discussed below, due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as a REIT because of specified cure provisions, we will be subject to tax at a 100% rate on the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, with adjustments, multiplied by a fraction intended to reflect our profitability for the taxable year.
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If we fail to satisfy any of the REIT asset tests described below (other than a de minimis failure of the 5% or 10% asset tests) due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as a REIT because of specified cure provisions, we will be subject to a tax equal to the greater of $50,000 or the highest regular corporate income tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail the test.
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If we fail to satisfy any provision of the IRC that would result in our failure to qualify for taxation as a REIT (other than violations of the REIT gross income tests or violations of the REIT asset tests described below) due to reasonable cause and not due to willful neglect, we may retain our qualification for taxation as a REIT but will be subject to a penalty of $50,000 for each failure.
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If we fail to distribute for any calendar year at least the sum of 85% of our REIT ordinary income for that year, 95% of our REIT capital gain net income for that year and any undistributed taxable income from prior periods, we will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amounts actually distributed.
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If we acquire a REIT asset where our adjusted tax basis in the asset is determined by reference to the adjusted tax basis of the asset in the hands of a C corporation, under specified circumstances we may be subject to federal income taxation on all or part of the built-in gain (calculated as of the date the property ceased being owned by the C corporation) on such asset. We generally have not sold and do not expect to sell assets if doing so would result in the imposition of a material
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If we acquire a corporation in a transaction where we succeed to its tax attributes, to preserve our qualification for taxation as a REIT we must generally distribute all of the C corporation earnings and profits inherited in that acquisition, if any, no later than the end of our taxable year in which the acquisition occurs. However, if we fail to do so, relief provisions would allow us to maintain our qualification for taxation as a REIT provided we distribute any subsequently discovered C corporation earnings and profits and pay an interest charge in respect of the period of delayed distribution.
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Our subsidiaries that are C corporations, including our TRSs, generally will be required to pay federal corporate income tax on their earnings, and a 100% tax may be imposed on any transaction between us and one of our TRSs that does not reflect arm’s length terms.
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As discussed below, we are invested in real estate through a subsidiary that we believe qualifies for taxation as a REIT. If it is determined that this entity failed to qualify for taxation as a REIT, we may fail one or more of the REIT asset tests. In such case, we expect that we would be able to avail ourselves of the relief provisions described below, but would be subject to a tax equal to the greater of $50,000 or the highest regular corporate income tax rate multiplied by the net income we earned from this subsidiary.
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that is managed by one or more trustees or directors;
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(2)
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the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;
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(3)
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that would be taxable, but for Sections 856 through 859 of the IRC, as a domestic C corporation;
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(4)
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that is not a financial institution or an insurance company subject to special provisions of the IRC;
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(5)
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the beneficial ownership of which is held by 100 or more persons;
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(6)
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that is not “closely held,” meaning that during the last half of each taxable year, not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer “individuals” (as defined in the IRC to include specified tax-exempt entities); and
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(7)
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that meets other tests regarding the nature of its income and assets and the amount of its distributions, all as described below.
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not directly or indirectly operate or manage a lodging facility or a healthcare facility; and
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not directly or indirectly provide to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or healthcare facility is operated, except that in limited circumstances a subfranchise, sublicense or similar right can be granted to an independent contractor to operate or manage a lodging facility or a healthcare facility.
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The amount of rent received generally must not be based on the income or profits of any person, but may be based on a fixed percentage or percentages of receipts or sales.
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Rents do not qualify if the REIT owns 10% or more by vote or value of stock of the tenant (or 10% or more of the interests in the assets or net profits of the tenant, if the tenant is not a corporation), whether directly or after application of attribution rules. We generally do not intend to lease property to any party if rents from that property would not qualify as “rents from real property,” but application of the 10% ownership rule is dependent upon complex attribution rules and circumstances that may be beyond our control. In this regard, we already own close to, but less than, 10% of the outstanding common shares of Five Star, and Five Star has undertaken to limit its redemptions of outstanding common shares so that we do not come to own 10% or more of its outstanding common shares. Our declaration of trust generally disallows transfers or purported acquisitions, directly or by attribution, of our shares to the extent necessary to maintain our qualification for taxation as a REIT under the IRC. Nevertheless, we cannot be sure that these restrictions will be effective to prevent our qualification for taxation as a REIT from being jeopardized under the 10% affiliated tenant rule. Furthermore, we cannot be sure that we will be able to monitor and enforce these restrictions, nor will our shareholders necessarily be aware of ownership of our shares attributed to them under the IRC’s attribution rules.
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There is a limited exception to the above prohibition on earning “rents from real property” from a 10% affiliated tenant where the tenant is a TRS. If at least 90% of the leased space of a property is leased to tenants other than TRSs and 10% affiliated tenants, and if the TRS’s rent to the REIT for space at that property is substantially comparable to the rents paid by nonaffiliated tenants for comparable space at the property, then otherwise qualifying rents paid by the TRS to the REIT will not be disqualified on account of the rule prohibiting 10% affiliated tenants.
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There is an additional exception to the above prohibition on earning “rents from real property” from a 10% affiliated tenant. For this additional exception to apply, a real property interest in a “qualified healthcare property” must be leased by the REIT to its TRS, and the facility must be operated on behalf of the TRS by a person who is an “eligible independent contractor,” all as described in Sections 856(d)(8)-(9) and 856(e)(6)(D) of the IRC. As described below, we believe our leases with our TRSs have satisfied and will continue to satisfy these requirements.
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In order for rents to qualify, we generally must not manage the property or furnish or render services to the tenants of the property, except through an independent contractor from whom we derive no income or through one of our TRSs. There is an exception to this rule permitting a REIT to perform customary management and tenant services of the sort that a tax-exempt organization could perform without being considered in receipt of “unrelated business taxable income” as defined in Section 512(b)(3) of the IRC, or UBTI. In addition, a de minimis amount of noncustomary services will not disqualify income as “rents from real property” as long as the value of the impermissible tenant services does not exceed 1% of the gross income from the property.
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If rent attributable to personal property leased in connection with a lease of real property is 15% or less of the total rent received under the lease, then the rent attributable to personal property will qualify as “rents from real property”; if this 15% threshold is exceeded, the rent attributable to personal property will not so qualify. The portion of rental income treated as attributable to personal property is determined according to the ratio of the fair market value of the personal property to the total fair market value of the real and personal property that is rented.
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In addition, “rents from real property” includes both charges we receive for services customarily rendered in connection with the rental of comparable real property in the same geographic area, even if the charges are separately stated, as well as charges we receive for services provided by our TRSs when the charges are not separately stated. Whether separately stated charges received by a REIT for services that are not geographically customary and provided by a TRS are included in “rents from real property” has not been addressed clearly by the IRS in published authorities; however, our counsel, Sullivan & Worcester LLP, is of the opinion that, although the matter is not free from doubt, “rents from real property” also includes charges we receive for services provided by our TRSs when the charges are separately stated, even if the services are not geographically customary. Accordingly, we believe that our revenues from TRS-provided services, whether the charges are separately stated or not, qualify as “rents from real property” because the services satisfy the geographically customary standard, because the services have been provided by a TRS, or for both reasons.
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that is acquired by a REIT as a result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or when default was imminent on a lease of such property or on indebtedness that such property secured;
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for which any related loan acquired by the REIT was acquired at a time when the default was not imminent or anticipated; and
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for which the REIT makes a proper election to treat the property as foreclosure property.
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on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property), or any nonqualified income under the 75% gross income test is received or accrued by the REIT, directly or indirectly, pursuant to a lease entered into on or after such day;
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on which any construction takes place on the property, other than completion of a building or any other improvement where more than 10% of the construction was completed before default became imminent and other than specifically exempted forms of maintenance or deferred maintenance; or
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which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income or a TRS.
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(b)
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after we identify the failure, we file a schedule describing each item of our gross income included in the 75% gross income test or the 95% gross income test for that taxable year.
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At least 75% of the value of our total assets must consist of “real estate assets,” defined as real property (including interests in real property and interests in mortgages on real property or on interests in real property), ancillary personal property to the extent that rents attributable to such personal property are treated as rents from real property in accordance with the rules described above, cash and cash items, shares in other REITs, debt instruments issued by “publicly offered REITs” as defined in Section 562(c)(2) of the IRC, government securities and temporary investments of new capital (that is, any stock or debt instrument that we hold that is attributable to any amount received by us (a) in exchange for our stock or (b) in a public offering of our five year or longer debt instruments, but in each case only for the one year period commencing with our receipt of the new capital).
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Not more than 25% of the value of our total assets may be represented by securities other than those securities that count favorably toward the preceding 75% asset test.
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Of the investments included in the preceding 25% asset class, the value of any one non-REIT issuer’s securities that we own may not exceed 5% of the value of our total assets. In addition, we may not own more than 10% of the vote or value of any one non-REIT issuer’s outstanding securities, unless the securities are “straight debt” securities or otherwise excepted as discussed below. Our stock and other securities in a TRS are exempted from these 5% and 10% asset tests.
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Not more than 20% of the value of our total assets may be represented by stock or other securities of our TRSs.
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Not more than 25% of the value of our total assets may be represented by “nonqualified publicly offered REIT debt instruments” as defined in Section 856(c)(5)(L)(ii) of the IRC.
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the sum of 90% of our “real estate investment trust taxable income” and 90% of our net income after tax, if any, from property received in foreclosure, over
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(2)
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the amount by which our noncash income (e.g., imputed rental income or income from transactions inadvertently failing to qualify as like-kind exchanges) exceeds 5% of our “real estate investment trust taxable income.”
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long-term capital gains, if any, recognized on the disposition of our shares;
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(2)
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our distributions designated as long-term capital gain dividends (except to the extent attributable to real estate depreciation recapture, in which case the distributions are subject to a maximum 25% federal income tax rate);
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(3)
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our dividends attributable to dividend income, if any, received by us from C corporations such as TRSs;
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(4)
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our dividends attributable to earnings and profits that we inherit from C corporations; and
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(5)
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our dividends to the extent attributable to income upon which we have paid federal corporate income tax (such as taxes on foreclosure property income or on built-in gains), net of the corporate income taxes thereon.
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we will be taxed at regular corporate capital gains tax rates on retained amounts;
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(2)
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each of our U.S. shareholders will be taxed on its designated proportionate share of our retained net capital gains as though that amount were distributed and designated as a capital gain dividend;
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(3)
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each of our U.S. shareholders will receive a credit or refund for its designated proportionate share of the tax that we pay;
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(4)
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each of our U.S. shareholders will increase its adjusted basis in our shares by the excess of the amount of its proportionate share of these retained net capital gains over the U.S. shareholder’s proportionate share of the tax that we pay; and
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(5)
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both we and our corporate shareholders will make commensurate adjustments in our respective earnings and profits for federal income tax purposes.
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provides the U.S. shareholder’s correct taxpayer identification number;
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certifies that the U.S. shareholder is exempt from backup withholding because (a) it comes within an enumerated exempt category, (b) it has not been notified by the IRS that it is subject to backup withholding, or (c) it has been notified by the IRS that it is no longer subject to backup withholding; and
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certifies that it is a U.S. citizen or other U.S. person.
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their investment in our shares or other securities satisfies the diversification requirements of ERISA;
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the investment is prudent in light of possible limitations on the marketability of our shares;
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they have authority to acquire our shares or other securities under the applicable governing instrument and Title I of ERISA; and
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the investment is otherwise consistent with their fiduciary responsibilities.
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any restriction on or prohibition against any transfer or assignment that would result in a termination or reclassification for federal or state tax purposes, or would otherwise violate any state or federal law or court order;
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any requirement that advance notice of a transfer or assignment be given to the issuer and any requirement that either the transferor or transferee, or both, execute documentation setting forth representations as to compliance with any restrictions on transfer that are among those enumerated in the regulation as not affecting free transferability, including those described in the preceding clause of this sentence;
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any administrative procedure that establishes an effective date, or an event prior to which a transfer or assignment will not be effective; and
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any limitation or restriction on transfer or assignment that is not imposed by the issuer or a person acting on behalf of the issuer.
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Five Star has high operating leverage; therefore, a small percentage decline in Five Star’s revenues or increase in its expenses could have a material adverse impact on Five Star’s operating results.
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Increases in labor costs may have a material adverse effect on Five Star.
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Increases in newly developed senior living communities and other competitive factors may have a material adverse effect on Five Star.
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The current trend for seniors to delay moving to senior living communities until they require greater care or to forgo moving to senior living communities altogether could have a material adverse effect on Five Star’s business, financial condition and results of operations.
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Circumstances that adversely affect the ability of seniors or their families to pay for Five Star’s services, such as economic downturns, softness in the U.S. housing market, higher levels of unemployment among resident family members, lower levels of consumer confidence, stock market volatility and/or changes in demographics, could cause Five Star’s occupancy rates, revenues and results of operations to decline.
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The failure of Medicare and Medicaid rates to match Five Star’s costs would reduce Five Star’s income and may cause Five Star to continue to experience losses.
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Private third party payers’, such as insurance companies’, continued efforts to reduce healthcare costs could adversely affect Five Star.
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|
•
|
Provisions of the ACA, or the possible future repeal, replacement or modification of the ACA, could reduce Five Star’s income and increase its costs.
|
|
•
|
Five Star’s business is subject to extensive regulation, which requires Five Star to incur significant costs and may cause Five Star to experience losses.
|
|
•
|
The nature of Five Star’s business exposes it to litigation and regulatory and government proceedings; Five Star has been, is currently, and expects in the future to be involved in claims, lawsuits and regulatory and government audits, investigations and proceedings arising in the ordinary course of its business, some of which may involve material amounts.
|
|
•
|
Investors may consider whether to buy or sell our common shares based upon the distribution rate on our common shares relative to the then prevailing market interest rates. If market interest rates go up, investors may expect a higher distribution rate than we are able to pay, which may increase our cost of capital, or they may sell our common shares and seek alternative investments that offer higher distribution rates. Sales of our common shares may cause a decline in the value of our common shares.
|
|
•
|
Property values are often determined, in part, based upon a capitalization of rental income formula. When market interest rates increase, property investors often demand higher capitalization rates and that causes property values to decline. Increases in interest rates could lower the value of our properties and cause the value of our securities to decline.
|
|
•
|
Amounts outstanding under our revolving credit facility and term loans require interest to be paid at floating interest rates. When interest rates increase, our interest costs will increase, which could adversely affect our cash flows, our ability to pay principal and interest on our debt, our cost of refinancing our fixed rate debts when they become due and our ability to make or sustain distributions to our shareholders. Additionally, if we choose to hedge our interest rate risk, we cannot be sure that the hedge will be effective or that our hedging counterparty will meet its obligations to us.
|
|
•
|
competition from other investors, including publicly traded and private REITs, numerous financial institutions, individuals, foreign investors and other public and private companies;
|
|
•
|
our long term cost of capital;
|
|
•
|
contingencies in our acquisition agreements; and
|
|
•
|
the availability and terms of financing.
|
|
•
|
we do not believe that it is possible to understand fully a property before it is owned and operated for a reasonable period of time, and, notwithstanding pre-acquisition due diligence, we could acquire a property that contains undisclosed defects in design or construction;
|
|
•
|
the market in which an acquired property is located may experience unexpected changes that adversely affect the property’s value;
|
|
•
|
the occupancy of and rents from properties that we acquire may decline during our ownership;
|
|
•
|
property operating costs for our acquired properties may be higher than anticipated, and our acquired properties may not yield expected returns; and
|
|
•
|
we may acquire properties subject to unknown liabilities and without any recourse, or with limited recourse, such as liability for the cleanup of undisclosed environmental contamination or for claims by residents, tenants, vendors or other persons related to actions taken by former owners of the properties.
|
|
•
|
the illiquid nature of real estate markets, which limits our ability to sell our assets rapidly to respond to changing market conditions;
|
|
•
|
the subjectivity of real estate valuations and changes in such valuations over time;
|
|
•
|
current and future adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration of market conditions;
|
|
•
|
costs that may be incurred relating to property maintenance and repair, and the need to make expenditures due to changes in government regulations; and
|
|
•
|
liabilities and litigations arising from injuries on our properties or otherwise incidental to the ownership of our properties.
|
|
•
|
we may share approval rights over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture;
|
|
•
|
we may be required to contribute additional capital if our partners fail to fund their share of any required capital contributions;
|
|
•
|
our joint venture partners may have economic or other business interests or goals that are inconsistent with our business interests or goals and that could affect our ability to lease or release the property, operate the property or maintain our qualification as a REIT;
|
|
•
|
our joint venture partners may be subject to different laws or regulations than us, or may be structured differently than us for tax purposes, which could create conflicts of interest and/or affect our ability to maintain our qualification as a REIT;
|
|
•
|
our ability to sell the interest on advantageous terms when we so desire may be limited or restricted under the terms of the applicable joint venture agreements; and
|
|
•
|
disagreements with our joint venture partners could result in litigation or arbitration that could be expensive and distracting to management and could delay important decisions.
|
|
•
|
the division of our Trustees into three classes, with the term of one class expiring each year, which could delay a change of control of us;
|
|
•
|
limitations on shareholder voting rights with respect to certain actions that are not approved by our Board of Trustees;
|
|
•
|
the authority of our Board of Trustees, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on our Board of Trustees;
|
|
•
|
shareholder voting standards which require a supermajority for approval of certain actions;
|
|
•
|
the fact that only our Board of Trustees, or, if there are no Trustees, our officers, may call shareholder meetings and that shareholders are not entitled to act without a meeting;
|
|
•
|
required qualifications for an individual to serve as a Trustee and a requirement that certain of our Trustees be “Managing Trustees” and other Trustees be “Independent Trustees,” as defined in our governing documents;
|
|
•
|
limitations on the ability of our shareholders to propose nominees for election as Trustees and propose other business to be considered at a meeting of our shareholders;
|
|
•
|
limitations on the ability of our shareholders to remove our Trustees;
|
|
•
|
the authority of our Board of Trustees to create and issue new classes or series of shares (including shares with voting rights and other rights and privileges that may deter a change in control) and issue additional common shares;
|
|
•
|
restrictions on business combinations between us and an interested shareholder that have not first been approved by our Board of Trustees (including a majority of Trustees not related to the interested shareholder); and
|
|
•
|
the authority of our Board of Trustees, without shareholder approval, to implement certain takeover defenses.
|
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
|
•
|
active and deliberate dishonesty by the Trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.
|
|
•
|
the leases to our TRSs must be respected as true leases for federal income tax purposes and not as service contracts, partnerships, joint ventures, financings or other types of arrangements;
|
|
•
|
the leased properties must constitute qualified healthcare properties (including necessary or incidental property) under the IRC;
|
|
•
|
our leased properties must be managed and operated on behalf of the TRSs by independent contractors who are less than 35% affiliated with us and who are actively engaged (or have affiliates so engaged) in the trade or business of managing and operating qualified healthcare properties for persons unrelated to us; and
|
|
•
|
the rental and other terms of the leases must be arm’s length.
|
|
•
|
our ability to make or sustain the rate of distributions will be adversely affected if any of the risks described in this Annual Report on Form 10-K occur;
|
|
•
|
our making of distributions is subject to compliance with restrictions contained in our credit facility and term loan agreements and may be subject to restrictions in future debt obligations we may incur; and
|
|
•
|
the timing and amount of any distributions will be determined at the discretion of our Board of Trustees and will depend on various factors that our Board of Trustees deems relevant, including our financial condition, our results of operations, our liquidity, our capital requirements, our funds from operations attributable to common shareholders, or FFO attributable to common shareholders, our normalized funds from operations attributable to common shareholders, or Normalized FFO attributable to common shareholders, restrictive covenants in our financial or other contractual arrangements, general economic conditions in the United States, requirements under the IRC to remain qualified for taxation as a REIT and restrictions under the laws of Maryland.
|
|
•
|
the extent of investor interest in our securities;
|
|
•
|
the general reputation of REITs and externally managed companies and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate based companies or by other issuers less sensitive to rises in interest rates;
|
|
•
|
our underlying asset value;
|
|
•
|
investor confidence in the stock and bond markets, generally;
|
|
•
|
market interest rates;
|
|
•
|
national economic conditions;
|
|
•
|
changes in tax laws;
|
|
•
|
changes in our credit ratings; and
|
|
•
|
general market conditions.
|
|
Location of Properties by State
|
|
Number of
Properties
|
|
Number of
Buildings
|
|
Carrying Value of Investment
(1)
|
|
Net Book
Value
|
||||||
|
Alabama
|
|
8
|
|
|
8
|
|
|
$
|
91,912
|
|
|
$
|
73,831
|
|
|
Arizona
|
|
12
|
|
|
12
|
|
|
202,510
|
|
|
144,651
|
|
||
|
Arkansas
|
|
3
|
|
|
3
|
|
|
31,549
|
|
|
28,418
|
|
||
|
California
|
|
27
|
|
|
32
|
|
|
886,340
|
|
|
678,135
|
|
||
|
Colorado
|
|
12
|
|
|
13
|
|
|
122,835
|
|
|
91,603
|
|
||
|
Connecticut
|
|
2
|
|
|
2
|
|
|
11,377
|
|
|
8,949
|
|
||
|
Delaware
|
|
6
|
|
|
6
|
|
|
91,531
|
|
|
62,050
|
|
||
|
District of Columbia
|
|
2
|
|
|
2
|
|
|
73,663
|
|
|
62,888
|
|
||
|
Florida
|
|
29
|
|
|
34
|
|
|
713,963
|
|
|
530,560
|
|
||
|
Georgia
|
|
33
|
|
|
33
|
|
|
426,120
|
|
|
344,636
|
|
||
|
Hawaii
|
|
1
|
|
|
1
|
|
|
72,151
|
|
|
62,292
|
|
||
|
Idaho
|
|
2
|
|
|
2
|
|
|
19,933
|
|
|
16,806
|
|
||
|
Illinois
|
|
15
|
|
|
16
|
|
|
230,861
|
|
|
179,129
|
|
||
|
Indiana
|
|
14
|
|
|
14
|
|
|
236,479
|
|
|
181,828
|
|
||
|
Iowa
|
|
4
|
|
|
4
|
|
|
8,621
|
|
|
4,091
|
|
||
|
Kansas
|
|
6
|
|
|
6
|
|
|
118,492
|
|
|
82,411
|
|
||
|
Kentucky
|
|
9
|
|
|
9
|
|
|
96,976
|
|
|
59,378
|
|
||
|
Louisiana
|
|
6
|
|
|
6
|
|
|
9,823
|
|
|
6,448
|
|
||
|
Maryland
|
|
15
|
|
|
15
|
|
|
300,954
|
|
|
230,352
|
|
||
|
Massachusetts
|
|
21
|
|
|
24
|
|
|
1,335,406
|
|
|
914,141
|
|
||
|
Michigan
|
|
5
|
|
|
5
|
|
|
15,942
|
|
|
10,369
|
|
||
|
Minnesota
|
|
10
|
|
|
12
|
|
|
160,699
|
|
|
121,772
|
|
||
|
Mississippi
|
|
3
|
|
|
3
|
|
|
27,616
|
|
|
21,629
|
|
||
|
Missouri
|
|
8
|
|
|
8
|
|
|
193,538
|
|
|
151,010
|
|
||
|
Montana
|
|
1
|
|
|
1
|
|
|
32,153
|
|
|
26,629
|
|
||
|
Nebraska
|
|
13
|
|
|
13
|
|
|
59,606
|
|
|
42,597
|
|
||
|
Nevada
|
|
2
|
|
|
2
|
|
|
76,787
|
|
|
64,906
|
|
||
|
New Jersey
|
|
5
|
|
|
5
|
|
|
191,114
|
|
|
142,641
|
|
||
|
New Mexico
|
|
5
|
|
|
6
|
|
|
102,881
|
|
|
76,536
|
|
||
|
New York
|
|
6
|
|
|
7
|
|
|
231,412
|
|
|
187,324
|
|
||
|
North Carolina
|
|
19
|
|
|
19
|
|
|
286,019
|
|
|
233,898
|
|
||
|
Ohio
|
|
4
|
|
|
5
|
|
|
73,550
|
|
|
50,857
|
|
||
|
Oregon
|
|
2
|
|
|
2
|
|
|
102,377
|
|
|
90,025
|
|
||
|
Pennsylvania
|
|
18
|
|
|
18
|
|
|
171,267
|
|
|
125,997
|
|
||
|
Rhode Island
|
|
1
|
|
|
1
|
|
|
11,758
|
|
|
9,085
|
|
||
|
South Carolina
|
|
23
|
|
|
23
|
|
|
200,296
|
|
|
157,756
|
|
||
|
South Dakota
|
|
3
|
|
|
3
|
|
|
7,585
|
|
|
2,728
|
|
||
|
Tennessee
|
|
17
|
|
|
17
|
|
|
162,696
|
|
|
131,661
|
|
||
|
Texas
|
|
28
|
|
|
28
|
|
|
567,734
|
|
|
414,397
|
|
||
|
Virginia
|
|
18
|
|
|
20
|
|
|
250,532
|
|
|
184,715
|
|
||
|
Washington
|
|
6
|
|
|
7
|
|
|
97,992
|
|
|
82,341
|
|
||
|
Wisconsin
|
|
17
|
|
|
20
|
|
|
315,917
|
|
|
247,046
|
|
||
|
Wyoming
|
|
2
|
|
|
2
|
|
|
7,677
|
|
|
3,392
|
|
||
|
Total
|
|
443
|
|
|
469
|
|
|
$
|
8,428,644
|
|
|
$
|
6,341,908
|
|
|
Calendar Month
|
|
Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
|
October 2018
|
|
250
|
|
|
$
|
17.05
|
|
|
—
|
|
|
$
|
—
|
|
|
November 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
December 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Total
|
|
250
|
|
|
$
|
17.05
|
|
|
—
|
|
|
$
|
—
|
|
|
(1)
|
This common share purchase was made to satisfy tax withholding and payment obligations of a former RMR LLC employee in connection with the vesting of awards of our common shares. We purchased these shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
|
2014
|
||||||||||
|
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Rental income
|
|
$
|
700,641
|
|
|
$
|
681,022
|
|
|
$
|
666,200
|
|
|
$
|
630,899
|
|
|
|
$
|
526,703
|
|
|
Residents fees and services
(1)
|
|
$
|
416,523
|
|
|
$
|
393,707
|
|
|
$
|
391,822
|
|
|
$
|
367,874
|
|
|
|
$
|
318,184
|
|
|
Net income
(2)(3)
|
|
$
|
292,414
|
|
|
$
|
151,803
|
|
|
$
|
141,295
|
|
|
$
|
123,968
|
|
|
|
$
|
158,637
|
|
|
Net income attributable to common shareholders
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
$
|
141,295
|
|
|
$
|
123,968
|
|
|
|
$
|
158,637
|
|
|
Common distributions declared
(4)
|
|
$
|
370,786
|
|
|
$
|
370,641
|
|
|
$
|
370,518
|
|
|
$
|
369,468
|
|
|
|
$
|
311,912
|
|
|
Weighted average shares outstanding (basic)
|
|
237,511
|
|
|
237,420
|
|
|
237,345
|
|
|
232,931
|
|
|
|
198,868
|
|
|||||
|
Weighted average shares outstanding (diluted)
|
|
237,546
|
|
|
237,452
|
|
|
237,382
|
|
|
232,963
|
|
|
|
198,894
|
|
|||||
|
Basic and Diluted Per Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
(2)(3)
|
|
$
|
1.21
|
|
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
0.53
|
|
|
|
$
|
0.80
|
|
|
Cash distributions declared to common shareholders
(4)
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
(5)
|
|
$
|
1.56
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Real estate properties, at undepreciated cost, net of impairment losses
|
|
$
|
7,876,300
|
|
|
$
|
7,824,763
|
|
|
$
|
7,617,547
|
|
|
$
|
7,456,940
|
|
|
|
$
|
6,222,360
|
|
|
Total assets
(6)
|
|
$
|
7,160,426
|
|
|
$
|
7,294,019
|
|
|
$
|
7,227,754
|
|
|
$
|
7,160,090
|
|
|
|
$
|
5,941,930
|
|
|
Total indebtedness
(6)
|
|
$
|
3,648,417
|
|
|
$
|
3,674,526
|
|
|
$
|
3,714,465
|
|
|
$
|
3,479,136
|
|
|
|
$
|
2,774,365
|
|
|
Total equity
|
|
$
|
3,179,870
|
|
|
$
|
3,277,188
|
|
|
$
|
3,199,405
|
|
|
$
|
3,359,760
|
|
|
|
$
|
2,952,407
|
|
|
(1)
|
We earn residents fees and services primarily from the provision of housing and services to the residents of our third party managed senior living communities. We recognize residents fees and services as the housing and services are provided.
|
|
(2)
|
Includes impairment of assets charges of
$66.3 million
($0.28 per basic and diluted share) and unrealized losses on equity securities of
$20.7 million
($0.09 per basic and diluted share) in 2018. Includes impairment of assets charges of $5.1 million ($0.02 per basic and diluted share) and losses on early extinguishment of debt of $7.6 million ($0.03 per basic and diluted share) in 2017. Includes impairment of assets charges of $18.7 million ($0.08 per basic and diluted share) in 2016. Includes a loss on distribution to common shareholders of RMR Inc. common stock of $38.4 million ($0.16 per basic and diluted share), impairment of assets charges of $0.2 million (less than $0.01 per basic and diluted share) and losses on early extinguishment of debt of $1.9 million ($0.01 per basic and diluted share) in 2015. Includes impairment of assets charges of $4.4 million ($0.02 per basic and diluted share) in 2014.
|
|
(3)
|
Includes gain on sale of properties of
$261.9 million
($1.10 per basic and diluted share) in
2018
. Includes gain on sale of properties of $46.1 million ($0.19 per basic and diluted share) in 2017. Includes gain on sale of properties of $4.1 million ($0.02 per basic and diluted share) in 2016. Includes gains on sales of properties of $5.5 million ($0.03 per basic and diluted share) in 2014.
|
|
(4)
|
On January 18, 2019, we declared a quarterly distribution of $0.39 per share, or $92.7 million, to be paid to common shareholders of record on January 28, 2019. We paid this distribution on February 21, 2019.
|
|
(5)
|
Excludes a $0.13 per share non-cash distribution of RMR Inc. class A common stock to our common shareholders on December 14, 2015.
|
|
(6)
|
The periods presented have been restated to reflect the adoption of Accounting Standards Update No. 2015-03,
Debt Issuance Costs
, which requires the reclassification of certain debt issuance costs as an offset to the associated debt liability in our consolidated balance sheets. We adopted this standard on January 1, 2016.
|
|
(As of December 31, 2018)
|
|
Number of
Properties
|
|
Square Feet or Number of Units
|
|
|
|
Carrying Value
of Investment
(1)
|
|
% of Total
Investment
|
|
Investment per
Square Foot or Unit
(2)
|
|
2018 Revenues
(3)
|
|
% of 2018 Revenues
|
|
2018
NOI
(3)(4)
|
|
% of
2018
NOI
|
|||||||||||||
|
Facility Type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
MOBs
(5)
|
|
129
|
|
|
12,600,420
|
|
|
sq. ft.
|
|
$
|
3,751,229
|
|
|
44.5
|
%
|
|
$
|
298
|
|
|
$
|
412,813
|
|
|
37.2
|
%
|
|
$
|
285,081
|
|
|
43.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Independent living
(6)
|
|
68
|
|
|
15,141
|
|
|
|
|
2,262,702
|
|
|
26.8
|
%
|
|
$
|
149,442
|
|
|
359,847
|
|
|
32.4
|
%
|
|
176,685
|
|
|
26.8
|
%
|
|||
|
Assisted living
(6)
|
|
198
|
|
|
14,781
|
|
|
|
|
2,068,929
|
|
|
24.6
|
%
|
|
$
|
139,972
|
|
|
300,713
|
|
|
27.1
|
%
|
|
160,026
|
|
|
24.3
|
%
|
|||
|
Skilled nursing facilities
(6)
|
|
38
|
|
|
3,874
|
|
|
|
|
167,673
|
|
|
2.0
|
%
|
|
$
|
43,282
|
|
|
17,480
|
|
|
1.6
|
%
|
|
17,480
|
|
|
2.7
|
%
|
|||
|
Subtotal senior living communities
|
|
304
|
|
|
33,796
|
|
|
|
|
4,499,304
|
|
|
53.4
|
%
|
|
$
|
133,131
|
|
|
678,040
|
|
|
61.1
|
%
|
|
354,191
|
|
|
53.8
|
%
|
|||
|
Wellness centers
|
|
10
|
|
|
812,000
|
|
|
sq. ft.
|
|
178,111
|
|
|
2.1
|
%
|
|
$
|
219
|
|
|
18,316
|
|
|
1.7
|
%
|
|
18,316
|
|
|
2.8
|
%
|
|||
|
Total
|
|
443
|
|
|
|
|
|
|
$
|
8,428,644
|
|
|
100.0
|
%
|
|
|
|
$
|
1,109,169
|
|
|
100.0
|
%
|
|
$
|
657,588
|
|
|
100.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Tenant/Operator/Managed Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
MOBs
(5)
|
|
129
|
|
|
12,600,420
|
|
|
sq. ft.
|
|
$
|
3,751,229
|
|
|
44.5
|
%
|
|
$
|
298
|
|
|
$
|
412,813
|
|
|
37.2
|
%
|
|
$
|
285,081
|
|
|
43.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Five Star
|
|
184
|
|
|
19,979
|
|
|
|
|
2,253,853
|
|
|
26.7
|
%
|
|
$
|
112,811
|
|
|
212,467
|
|
|
19.1
|
%
|
|
212,467
|
|
|
32.2
|
%
|
|||
|
Brookdale
|
|
18
|
|
|
940
|
|
|
|
|
65,912
|
|
|
0.8
|
%
|
|
$
|
70,119
|
|
|
9,843
|
|
|
0.9
|
%
|
|
9,843
|
|
|
1.5
|
%
|
|||
|
10 private senior living companies (combined)
|
|
26
|
|
|
3,111
|
|
|
|
|
463,828
|
|
|
5.5
|
%
|
|
$
|
149,093
|
|
|
39,207
|
|
|
3.5
|
%
|
|
39,207
|
|
|
6.0
|
%
|
|||
|
Subtotal triple net leased senior living communities
|
|
228
|
|
|
24,030
|
|
|
|
|
2,783,593
|
|
|
33.0
|
%
|
|
$
|
115,838
|
|
|
261,517
|
|
|
23.5
|
%
|
|
261,517
|
|
|
39.7
|
%
|
|||
|
Managed senior living communities
(7)
|
|
76
|
|
|
9,766
|
|
|
|
|
1,715,711
|
|
|
20.4
|
%
|
|
$
|
175,682
|
|
|
416,523
|
|
|
37.6
|
%
|
|
92,674
|
|
|
14.1
|
%
|
|||
|
Subtotal senior living communities
|
|
304
|
|
|
33,796
|
|
|
|
|
4,499,304
|
|
|
53.4
|
%
|
|
$
|
133,131
|
|
|
678,040
|
|
|
61.1
|
%
|
|
354,191
|
|
|
53.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Wellness centers
|
|
10
|
|
|
812,000
|
|
|
sq. ft.
|
|
178,111
|
|
|
2.1
|
%
|
|
$
|
219
|
|
|
18,316
|
|
|
1.7
|
%
|
|
18,316
|
|
|
2.8
|
%
|
|||
|
Total
|
|
443
|
|
|
|
|
|
|
$
|
8,428,644
|
|
|
100.0
|
%
|
|
|
|
$
|
1,109,169
|
|
|
100.0
|
%
|
|
$
|
657,588
|
|
|
100.0
|
%
|
|||
|
|
|
Rent Coverage
|
|
Occupancy
|
||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
MOBs
(5)
|
|
N/A
|
|
|
N/A
|
|
|
94.5
|
%
|
|
95.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
|
Five Star
|
|
1.00
|
|
|
1.15
|
|
|
81.6
|
%
|
|
82.6
|
%
|
|
Brookdale
|
|
2.10
|
|
|
2.38
|
|
|
85.1
|
%
|
|
83.2
|
%
|
|
10 private senior living companies (combined)
|
|
1.25
|
|
|
1.29
|
|
|
82.9
|
%
|
|
89.4
|
%
|
|
Subtotal triple net leased senior living communities
|
|
1.08
|
|
|
1.22
|
|
|
81.9
|
%
|
|
83.5
|
%
|
|
Managed senior living communities
(7)
|
|
N/A
|
|
|
N/A
|
|
|
86.1
|
%
|
|
86.1
|
%
|
|
Subtotal senior living communities
|
|
1.08
|
|
|
1.22
|
|
|
83.0
|
%
|
|
84.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
|
Wellness centers
|
|
2.01
|
|
|
1.76
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Total
|
|
1.14
|
|
|
1.25
|
|
|
|
|
|
||
|
(1)
|
Represents the gross book value of real estate assets before depreciation and purchase price allocations, less impairment write downs, if any. Amounts exclude investment carrying value of two MOBs classified as held for sale as of December 31, 2018, which are included in other assets in our consolidated balance sheet.
|
|
(2)
|
Represents carrying value of investment divided by number of rentable square feet or living units, as applicable, at
December 31, 2018
.
|
|
(3)
|
Excludes $7,995 of revenues and NOI from properties sold or for which there was a transfer of operations during the year.
|
|
(4)
|
NOI is defined and calculated by reportable segment. Our definition of NOI and our reconciliation of net income to consolidated NOI are included below under the heading “Non-GAAP Financial Measures”.
|
|
(5)
|
These
129
MOB properties are comprised of
155
buildings. Our MOB leases include some triple net leases where, in addition to paying fixed rents, the tenants assume the obligation to operate and maintain the properties at their expense, and some net and modified gross leases where we are responsible for the operation and maintenance of the properties, and we charge tenants for some or all of the property operating costs. A small percentage of our MOB leases are "full-service" leases where we receive fixed rent from our tenants and no reimbursement for our property operating costs.
|
|
(6)
|
Senior living communities are categorized by the type of living units which constitute a majority of the living units at the community.
|
|
(7)
|
These senior living communities are managed by Five Star. The occupancy for the 12 month period ended or, if shorter, from the date of acquisitions through,
December 31, 2018
was
86.1%
.
|
|
(8)
|
Operating data for MOBs are presented as of
December 31, 2018
and
2017
and include (i) space being fitted out for occupancy and (ii) space which is leased but is not occupied or is being offered for sublease by tenants; operating data for other properties, tenants and manager are presented based upon the operating results provided by our tenants and manager for the 12 months ended September 30,
2018
and September 30,
2017
, or the most recent prior period for which tenant operating results are made available to us. Rent coverage is calculated as operating cash flows from our tenants’ facility operations of our properties, before subordinated charges, if any, divided by rents payable to us. We have not independently verified tenant operating data. Excludes data for periods prior to our ownership of certain properties, as well as data for properties sold or classified as held for sale during the periods presented.
|
|
State
|
|
Number of
Properties
|
|
Number of
Buildings
|
|
Square Foot
|
|
Investment
Carrying Value
of Properties
(1)
|
|
Net Book
Value of
Properties
|
|
Annualized
Rental
Income
(2)
|
|
% of Total MOB
Annualized
Rental
Income
(2)
|
||||||||||
|
Arizona
|
|
4
|
|
|
4
|
|
|
405,364
|
|
|
$
|
58,516
|
|
|
$
|
49,617
|
|
|
$
|
6,776
|
|
|
1.7
|
%
|
|
California
|
|
8
|
|
|
13
|
|
|
1,190,895
|
|
|
561,329
|
|
|
445,288
|
|
|
59,776
|
|
|
14.7
|
%
|
|||
|
Colorado
|
|
2
|
|
|
3
|
|
|
77,747
|
|
|
19,165
|
|
|
14,770
|
|
|
2,753
|
|
|
0.7
|
%
|
|||
|
Connecticut
|
|
2
|
|
|
2
|
|
|
96,962
|
|
|
11,377
|
|
|
8,949
|
|
|
1,293
|
|
|
0.3
|
%
|
|||
|
District of Columbia
|
|
2
|
|
|
2
|
|
|
212,335
|
|
|
73,663
|
|
|
62,888
|
|
|
10,048
|
|
|
2.5
|
%
|
|||
|
Florida
|
|
7
|
|
|
12
|
|
|
486,059
|
|
|
104,745
|
|
|
92,783
|
|
|
13,209
|
|
|
3.3
|
%
|
|||
|
Georgia
|
|
6
|
|
|
6
|
|
|
419,507
|
|
|
86,507
|
|
|
65,462
|
|
|
8,431
|
|
|
2.1
|
%
|
|||
|
Illinois
|
|
3
|
|
|
4
|
|
|
311,747
|
|
|
61,983
|
|
|
49,612
|
|
|
7,884
|
|
|
2.0
|
%
|
|||
|
Kansas
|
|
2
|
|
|
2
|
|
|
356,289
|
|
|
60,655
|
|
|
42,677
|
|
|
9,172
|
|
|
2.3
|
%
|
|||
|
Louisiana
|
|
6
|
|
|
6
|
|
|
40,575
|
|
|
9,823
|
|
|
6,448
|
|
|
739
|
|
|
0.2
|
%
|
|||
|
Maryland
|
|
3
|
|
|
3
|
|
|
192,856
|
|
|
43,528
|
|
|
32,808
|
|
|
6,047
|
|
|
1.5
|
%
|
|||
|
Massachusetts
(3)
|
|
20
|
|
|
23
|
|
|
2,150,218
|
|
|
1,303,945
|
|
|
892,944
|
|
|
130,444
|
|
|
32.3
|
%
|
|||
|
Minnesota
|
|
7
|
|
|
9
|
|
|
653,567
|
|
|
104,029
|
|
|
80,594
|
|
|
13,642
|
|
|
3.4
|
%
|
|||
|
Missouri
|
|
3
|
|
|
3
|
|
|
534,445
|
|
|
137,027
|
|
|
101,022
|
|
|
11,882
|
|
|
2.9
|
%
|
|||
|
New York
|
|
5
|
|
|
6
|
|
|
596,983
|
|
|
122,236
|
|
|
95,752
|
|
|
16,875
|
|
|
4.2
|
%
|
|||
|
North Carolina
|
|
2
|
|
|
2
|
|
|
231,355
|
|
|
59,736
|
|
|
47,473
|
|
|
6,253
|
|
|
1.6
|
%
|
|||
|
Ohio
|
|
2
|
|
|
3
|
|
|
327,796
|
|
|
26,505
|
|
|
20,060
|
|
|
2,679
|
|
|
0.7
|
%
|
|||
|
Pennsylvania
|
|
7
|
|
|
7
|
|
|
440,456
|
|
|
74,471
|
|
|
59,692
|
|
|
7,094
|
|
|
1.8
|
%
|
|||
|
South Carolina
|
|
3
|
|
|
3
|
|
|
217,850
|
|
|
18,671
|
|
|
15,280
|
|
|
3,315
|
|
|
0.8
|
%
|
|||
|
Texas
|
|
15
|
|
|
15
|
|
|
1,017,160
|
|
|
264,833
|
|
|
199,645
|
|
|
28,121
|
|
|
6.9
|
%
|
|||
|
Virginia
|
|
6
|
|
|
8
|
|
|
949,218
|
|
|
114,980
|
|
|
84,890
|
|
|
12,249
|
|
|
3.0
|
%
|
|||
|
Wisconsin
|
|
7
|
|
|
10
|
|
|
643,499
|
|
|
168,999
|
|
|
132,560
|
|
|
16,896
|
|
|
4.2
|
%
|
|||
|
All other
|
|
7
|
|
|
9
|
|
|
1,047,537
|
|
|
264,506
|
|
|
215,388
|
|
|
27,592
|
|
|
6.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Totals
|
|
129
|
|
|
155
|
|
|
12,600,420
|
|
|
$
|
3,751,229
|
|
|
$
|
2,816,602
|
|
|
$
|
403,170
|
|
|
100.0
|
%
|
|
(1)
|
Represents the gross book value of real estate assets before depreciation and purchase price allocations, less impairment write downs, if any, and excludes two properties classified as held for sale as of December 31, 2018.
|
|
(2)
|
Annualized rental income is based on our MOB rents pursuant to existing leases as of
December 31, 2018
. Annualized rental income includes straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases and excludes lease value amortization.
|
|
(3)
|
Includes one property (two buildings) owned by a joint venture in which we own a 55% equity interest. Rental income presented includes 100% of rental income as reported under GAAP.
|
|
Tenant
|
|
Sq. Ft.
Leased
|
|
% of Total MOB
Sq. Ft. Leased
|
|
Annualized
Rental
Income
(1)
|
|
% of Total MOB
Annualized
Rental
Income
(1)
|
|
Lease
Expiration
|
|||||
|
Vertex Pharmaceuticals Inc.
(2)
|
|
1,082,417
|
|
|
9.1
|
%
|
|
$
|
94,783
|
|
|
23.5
|
%
|
|
2028
|
|
Advocate Aurora Health
|
|
643,499
|
|
|
5.4
|
%
|
|
16,896
|
|
|
4.2
|
%
|
|
2024
|
|
|
Cedars-Sinai Medical Center
|
|
145,065
|
|
|
1.2
|
%
|
|
15,183
|
|
|
3.8
|
%
|
|
2019 - 2032
|
|
|
The Scripps Research Institute
(3)
|
|
164,091
|
|
|
1.4
|
%
|
|
10,178
|
|
|
2.5
|
%
|
|
2019
|
|
|
Reliant Medical Group, Inc.
(3)
|
|
362,427
|
|
|
3.0
|
%
|
|
7,595
|
|
|
1.9
|
%
|
|
2019
|
|
|
Ology Bioservices, Inc.
|
|
165,586
|
|
|
1.4
|
%
|
|
7,384
|
|
|
1.8
|
%
|
|
2031
|
|
|
HCA Holdings, Inc.
|
|
226,603
|
|
|
1.9
|
%
|
|
7,364
|
|
|
1.8
|
%
|
|
2019 - 2025
|
|
|
Medtronic, Inc.
|
|
376,828
|
|
|
3.2
|
%
|
|
6,929
|
|
|
1.7
|
%
|
|
2020-2022
|
|
|
Iqvia Holdings Inc
|
|
176,839
|
|
|
1.5
|
%
|
|
5,250
|
|
|
1.3
|
%
|
|
2023
|
|
|
Magellan Health Inc.
|
|
232,521
|
|
|
2.0
|
%
|
|
5,236
|
|
|
1.3
|
%
|
|
2025
|
|
|
Sanofi S.A.
|
|
205,439
|
|
|
1.7
|
%
|
|
5,211
|
|
|
1.3
|
%
|
|
2026
|
|
|
Boston Children's Hospital
|
|
99,063
|
|
|
0.8
|
%
|
|
4,431
|
|
|
1.1
|
%
|
|
2028
|
|
|
Abbvie Inc.
|
|
197,976
|
|
|
1.7
|
%
|
|
4,380
|
|
|
1.1
|
%
|
|
2021
|
|
|
Sonova Holding AG
|
|
146,385
|
|
|
1.2
|
%
|
|
4,352
|
|
|
1.1
|
%
|
|
2024
|
|
|
Emory Healthcare, Inc.
|
|
221,471
|
|
|
1.9
|
%
|
|
4,211
|
|
|
1.0
|
%
|
|
2020 - 2023
|
|
|
Seattle Genetics, Inc.
|
|
144,900
|
|
|
1.2
|
%
|
|
4,039
|
|
|
1.0
|
%
|
|
2024
|
|
|
Express Scripts Holding Co.
|
|
219,644
|
|
|
1.8
|
%
|
|
3,914
|
|
|
1.0
|
%
|
|
2024
|
|
|
United Healthcare Services, Inc.
|
|
149,719
|
|
|
1.3
|
%
|
|
3,911
|
|
|
1.0
|
%
|
|
2026
|
|
|
All other
|
|
6,947,250
|
|
|
58.3
|
%
|
|
191,923
|
|
|
47.6
|
%
|
|
2019 - 2035
|
|
|
Totals
|
|
11,907,723
|
|
|
100.0
|
%
|
|
$
|
403,170
|
|
|
100.0
|
%
|
|
|
|
(1)
|
Annualized rental income is based on our MOB rents pursuant to existing leases as of
December 31, 2018
. Annualized rental income includes straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases and excludes lease value amortization.
|
|
(2)
|
The property leased by this tenant is owned by a joint venture in which we own a 55% equity interest. Rental income presented includes 100% of rental income as reported under GAAP.
|
|
(3)
|
We expect these tenants to vacate the 526,518 aggregate square feet leased to them during the second quarter of 2019. The releasing of this space may take time, and significant capital expenditures may be required to reposition these properties. Two of these properties leased to Reliant Medical Group, Inc. totaling 32,604 square feet of space are under agreement to sell and are classified as held for sale as of December 31, 2018 in our consolidated balance sheet.
|
|
State
|
|
Number of
Properties
|
|
Number of Living Units
|
|
Investment
Carrying Value
of Properties
(1)
|
|
Net Book
Value of
Properties
|
|
Annualized
Rental
Income
(2)
|
|
% of Total Triple Net Leased
Annualized
Rental
Income
(2)
|
|||||||||
|
Alabama
|
|
5
|
|
|
234
|
|
|
$
|
31,638
|
|
|
$
|
40,324
|
|
|
$
|
2,791
|
|
|
1.1
|
%
|
|
Arizona
|
|
5
|
|
|
1,015
|
|
|
91,404
|
|
|
118,154
|
|
|
9,875
|
|
|
3.7
|
%
|
|||
|
California
|
|
16
|
|
|
1,657
|
|
|
242,503
|
|
|
299,660
|
|
|
24,866
|
|
|
9.4
|
%
|
|||
|
Colorado
|
|
9
|
|
|
943
|
|
|
53,134
|
|
|
74,952
|
|
|
4,021
|
|
|
1.5
|
%
|
|||
|
Delaware
|
|
6
|
|
|
988
|
|
|
91,531
|
|
|
121,011
|
|
|
9,469
|
|
|
3.6
|
%
|
|||
|
Florida
|
|
10
|
|
|
1,988
|
|
|
238,471
|
|
|
302,502
|
|
|
23,206
|
|
|
8.8
|
%
|
|||
|
Georgia
|
|
14
|
|
|
942
|
|
|
121,838
|
|
|
143,055
|
|
|
11,160
|
|
|
4.2
|
%
|
|||
|
Iowa
|
|
4
|
|
|
302
|
|
|
8,621
|
|
|
13,152
|
|
|
668
|
|
|
0.3
|
%
|
|||
|
Idaho
|
|
2
|
|
|
262
|
|
|
19,933
|
|
|
23,059
|
|
|
1,774
|
|
|
0.7
|
%
|
|||
|
Illinois
|
|
4
|
|
|
311
|
|
|
31,911
|
|
|
36,999
|
|
|
2,736
|
|
|
1.0
|
%
|
|||
|
Indiana
|
|
12
|
|
|
1,190
|
|
|
198,905
|
|
|
234,204
|
|
|
16,275
|
|
|
6.2
|
%
|
|||
|
Kansas
|
|
4
|
|
|
657
|
|
|
57,838
|
|
|
75,942
|
|
|
5,659
|
|
|
2.1
|
%
|
|||
|
Kentucky
|
|
9
|
|
|
934
|
|
|
96,976
|
|
|
134,573
|
|
|
8,992
|
|
|
3.4
|
%
|
|||
|
Maryland
|
|
10
|
|
|
946
|
|
|
123,724
|
|
|
161,040
|
|
|
12,541
|
|
|
4.8
|
%
|
|||
|
Michigan
|
|
5
|
|
|
270
|
|
|
15,942
|
|
|
21,514
|
|
|
2,437
|
|
|
0.9
|
%
|
|||
|
Minnesota
|
|
3
|
|
|
294
|
|
|
56,670
|
|
|
72,162
|
|
|
5,206
|
|
|
2.0
|
%
|
|||
|
Mississippi
|
|
2
|
|
|
116
|
|
|
14,260
|
|
|
18,343
|
|
|
1,211
|
|
|
0.5
|
%
|
|||
|
North Carolina
|
|
11
|
|
|
1,054
|
|
|
160,345
|
|
|
188,989
|
|
|
13,870
|
|
|
5.4
|
%
|
|||
|
Nebraska
|
|
12
|
|
|
802
|
|
|
32,904
|
|
|
44,201
|
|
|
3,272
|
|
|
1.2
|
%
|
|||
|
New Jersey
|
|
3
|
|
|
612
|
|
|
58,173
|
|
|
78,529
|
|
|
6,659
|
|
|
2.5
|
%
|
|||
|
Ohio
|
|
2
|
|
|
437
|
|
|
47,045
|
|
|
63,294
|
|
|
4,913
|
|
|
1.9
|
%
|
|||
|
Oregon
|
|
2
|
|
|
467
|
|
|
102,377
|
|
|
108,886
|
|
|
6,927
|
|
|
2.6
|
%
|
|||
|
Pennsylvania
|
|
11
|
|
|
971
|
|
|
96,796
|
|
|
127,287
|
|
|
10,354
|
|
|
3.9
|
%
|
|||
|
South Carolina
|
|
15
|
|
|
826
|
|
|
90,815
|
|
|
113,496
|
|
|
8,460
|
|
|
3.2
|
%
|
|||
|
South Dakota
|
|
3
|
|
|
361
|
|
|
7,585
|
|
|
12,443
|
|
|
1,424
|
|
|
0.5
|
%
|
|||
|
Tennessee
|
|
11
|
|
|
708
|
|
|
70,630
|
|
|
88,480
|
|
|
7,151
|
|
|
2.7
|
%
|
|||
|
Texas
|
|
9
|
|
|
1,720
|
|
|
225,576
|
|
|
294,368
|
|
|
22,807
|
|
|
8.6
|
%
|
|||
|
Virginia
|
|
11
|
|
|
981
|
|
|
125,074
|
|
|
155,410
|
|
|
10,850
|
|
|
4.1
|
%
|
|||
|
Washington
|
|
5
|
|
|
482
|
|
|
67,114
|
|
|
75,072
|
|
|
5,931
|
|
|
2.2
|
%
|
|||
|
Wisconsin
|
|
7
|
|
|
868
|
|
|
89,185
|
|
|
115,137
|
|
|
7,112
|
|
|
2.7
|
%
|
|||
|
Wyoming
|
|
2
|
|
|
189
|
|
|
7,677
|
|
|
11,963
|
|
|
533
|
|
|
0.2
|
%
|
|||
|
All Other
|
|
4
|
|
|
503
|
|
|
106,998
|
|
|
127,235
|
|
|
10,537
|
|
|
4.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Totals
|
|
228
|
|
|
24,030
|
|
|
$
|
2,783,593
|
|
|
$
|
3,495,436
|
|
|
$
|
263,687
|
|
|
100.0
|
%
|
|
(1)
|
Represents the gross book value of real estate assets before depreciation and purchase price allocations, less impairment write downs, if any.
|
|
(2)
|
Annualized rental income is based on our triple net leased senior living communities rents pursuant to existing leases as of
December 31, 2018
. Annualized rental income includes estimated percentage rents and straight line rent adjustments.
|
|
Tenant
|
|
Number of Living Units
|
|
Percent of Total Triple Net Leased Living Units
|
|
Annualized
Rental
Income
(1)
|
|
% of Total Triple Net Leased
Annualized
Rental
Income
(1)
|
|
Lease
Expiration
|
|||||
|
Five Star
|
|
19,979
|
|
|
83.1
|
%
|
|
$
|
213,189
|
|
|
80.8
|
%
|
|
2024-2032
|
|
Pacifica Senior Living, LLC
|
|
566
|
|
|
2.4
|
%
|
|
11,375
|
|
|
4.3
|
%
|
|
2023
|
|
|
Brookdale Senior Living, Inc.
|
|
940
|
|
|
3.9
|
%
|
|
9,850
|
|
|
3.7
|
%
|
|
2032
|
|
|
Generations LLC
(2)
|
|
369
|
|
|
1.5
|
%
|
|
4,725
|
|
|
1.8
|
%
|
|
2030
|
|
|
Senior Living Communities, LLC
|
|
213
|
|
|
0.9
|
%
|
|
4,421
|
|
|
1.7
|
%
|
|
2033
|
|
|
Oaks Senior Living, LLC
|
|
264
|
|
|
1.1
|
%
|
|
4,525
|
|
|
1.7
|
%
|
|
2024-2030
|
|
|
Radiant Senior Living, Inc.
|
|
239
|
|
|
1.0
|
%
|
|
3,839
|
|
|
1.5
|
%
|
|
2024
|
|
|
All Other
|
|
1,460
|
|
|
6.1
|
%
|
|
11,763
|
|
|
4.5
|
%
|
|
2019-2030
|
|
|
Totals
|
|
24,030
|
|
|
100.0
|
%
|
|
$
|
263,687
|
|
|
100.0
|
%
|
|
|
|
(1)
|
Annualized rental income is based on our triple net leased senior living communities rents pursuant to existing leases as of
December 31, 2018
. Annualized rental income includes estimated percentage rents and straight line rent adjustments.
|
|
(2)
|
We expect to transfer the operations of the senior living community leased to this tenant to Five Star under our TRS structure during the second quarter of 2019.
|
|
•
|
a management fee equal to either 3% or 5% of the gross revenues realized at the applicable communities,
|
|
•
|
reimbursement for its direct costs and expenses related to such communities,
|
|
•
|
an annual incentive fee equal to either 35% or 20% of the annual net operating income of such communities remaining after we realize an annual minimum return equal to either 8% or 7% of our invested capital, or, in the case of 10 communities, a specified amount plus 7% of our invested capital since December 31, 2015, and
|
|
•
|
a fee for its management of capital expenditure projects equal to 3% of amounts funded by us.
|
|
Tenant
|
|
Number of
Properties
|
|
Number of Leases
|
|
Square Foot
|
|
Investment
Carrying Value
of Properties
|
|
Net Book
Value of
Properties
|
|
Annualized
Rental
Income
(1)
|
|
Lease
Expirations
|
|
Renewal Options
|
|||||||||
|
Starmark Holdings, LLC
|
|
6
|
|
|
3
|
|
|
354,000
|
|
|
$
|
78,162
|
|
|
$
|
62,872
|
|
|
$
|
7,928
|
|
|
2023
|
|
3 for 10 years each.
|
|
Life Time Fitness, Inc.
|
|
4
|
|
|
1
|
|
|
458,000
|
|
|
99,949
|
|
|
77,582
|
|
|
10,550
|
|
|
2028
|
|
6 for 5 years each.
|
|||
|
Totals
|
|
10
|
|
|
4
|
|
|
812,000
|
|
|
$
|
178,111
|
|
|
$
|
140,454
|
|
|
$
|
18,478
|
|
|
|
|
|
|
(1)
|
Annualized rental income is based on rents pursuant to existing leases as of
December 31, 2018
, including straight line rent adjustments and excluding lease value amortization.
|
|
|
|
Annualized Rental Income
(1)(2)
|
|
Percent of
Total
Annualized
Rental
Income
Expiring
|
|
Cumulative
Percentage of
Annualized
Rental
Income
Expiring
|
||||||||||||||||
|
Year
|
|
MOBs
|
|
Triple Net
Senior Living Communities |
|
Wellness Centers
|
|
Total
|
|
|
||||||||||||
|
2019
|
(3)
|
$
|
45,160
|
|
|
$
|
590
|
|
|
$
|
—
|
|
|
$
|
45,750
|
|
|
6.7
|
%
|
|
6.7
|
%
|
|
2020
|
|
36,950
|
|
|
—
|
|
|
—
|
|
|
36,950
|
|
|
5.4
|
%
|
|
12.1
|
%
|
||||
|
2021
|
|
26,506
|
|
|
1,424
|
|
|
—
|
|
|
27,930
|
|
|
4.1
|
%
|
|
16.2
|
%
|
||||
|
2022
|
|
32,513
|
|
|
—
|
|
|
—
|
|
|
32,513
|
|
|
4.7
|
%
|
|
20.9
|
%
|
||||
|
2023
|
|
24,228
|
|
|
14,037
|
|
|
7,928
|
|
|
46,193
|
|
|
6.7
|
%
|
|
27.6
|
%
|
||||
|
2024
|
|
45,002
|
|
|
64,703
|
|
|
—
|
|
|
109,705
|
|
|
16.0
|
%
|
|
43.6
|
%
|
||||
|
2025
|
|
16,926
|
|
|
—
|
|
|
—
|
|
|
16,926
|
|
|
2.5
|
%
|
|
46.1
|
%
|
||||
|
2026
|
|
25,136
|
|
|
69,144
|
|
|
—
|
|
|
94,280
|
|
|
13.8
|
%
|
|
59.9
|
%
|
||||
|
2027
|
|
10,004
|
|
|
4,006
|
|
|
—
|
|
|
14,010
|
|
|
2.0
|
%
|
|
61.9
|
%
|
||||
|
2028 and thereafter
|
(4)
|
140,745
|
|
|
109,783
|
|
|
10,550
|
|
|
261,078
|
|
|
38.1
|
%
|
|
100.0
|
%
|
||||
|
Total
|
|
$
|
403,170
|
|
|
$
|
263,687
|
|
|
$
|
18,478
|
|
|
$
|
685,335
|
|
|
100.0
|
%
|
|
|
|
|
(1)
|
Annualized rental income is based on rents pursuant to existing leases as of
December 31, 2018
, including estimated percentage rents, straight line rent adjustments, estimated recurring expense reimbursements for certain net and modified gross leases and excluding lease value amortization at certain of our MOBs and wellness centers. Rental income amounts also include 100% of rental income as reported under GAAP from a property owned by a joint venture in which we own a 55% equity interest.
|
|
(2)
|
Excludes rent received from our managed senior living communities leased to our TRSs. If the NOI from our TRSs (three months ended
December 31, 2018
, annualized) were included in the foregoing table, the percent of total annualized rental income expiring in each of the following years would be: 2019 –
5.9%
; 2020 –
4.8%
; 2021 –
3.6%
; 2022 –
4.2%
; 2023 –
6.0%
; 2024 –
14.2%
; 2025 –
2.2%
; 2026 –
12.2%
; 2027 –
1.8%
; and thereafter –
45.1%
. In addition, if our leases to our TRSs using the terms of the management agreements for these communities were included in the foregoing table, the average remaining lease term for all properties (weighted by annualized rental income) would be
7.9
years.
|
|
(3)
|
Includes two MOB tenants with aggregate annualized rental income of $17,773 that we expect to vacate during the second quarter of 2019.
|
|
(4)
|
Includes one senior living community leased to a private operator with annualized rental income of $4,725, the operations of which we expect to transfer to Five Star under our TRS structure during the second quarter of 2019.
|
|
|
|
Number of Tenants
(1)
|
|
Percent of Total Number of Tenancies Expiring
(1)
|
|
Cumulative Percentage of Number of Tenancies Expiring
(1)
|
||||||||||||
|
Year
|
|
MOBs
|
|
Triple Net
Senior Living Communities |
|
Wellness Centers
|
|
Total
|
|
|
||||||||
|
2019
|
(2)
|
148
|
|
|
1
|
|
|
—
|
|
|
149
|
|
|
20.8
|
%
|
|
20.8
|
%
|
|
2020
|
|
111
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
15.5
|
%
|
|
36.3
|
%
|
|
2021
|
|
93
|
|
|
1
|
|
|
—
|
|
|
94
|
|
|
13.1
|
%
|
|
49.4
|
%
|
|
2022
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
13.1
|
%
|
|
62.5
|
%
|
|
2023
|
|
59
|
|
|
4
|
|
|
3
|
|
|
66
|
|
|
9.2
|
%
|
|
71.7
|
%
|
|
2024
|
|
53
|
|
|
3
|
|
|
—
|
|
|
56
|
|
|
7.8
|
%
|
|
79.5
|
%
|
|
2025
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
4.9
|
%
|
|
84.4
|
%
|
|
2026
|
|
31
|
|
|
1
|
|
|
—
|
|
|
32
|
|
|
4.5
|
%
|
|
88.9
|
%
|
|
2027
|
|
23
|
|
|
1
|
|
|
—
|
|
|
24
|
|
|
3.4
|
%
|
|
92.3
|
%
|
|
2028 and thereafter
|
(3)
|
43
|
|
|
10
|
|
|
1
|
|
|
54
|
|
|
7.7
|
%
|
|
100.0
|
%
|
|
Total
|
|
690
|
|
|
21
|
|
|
4
|
|
|
715
|
|
|
100.0
|
%
|
|
|
|
|
(1)
|
Excludes our managed senior living communities leased to our TRSs.
|
|
(2)
|
Includes two MOB tenants that we expect to vacate during the second quarter of 2019.
|
|
(3)
|
Includes one senior living community leased to a private operator, the operations of which we expect to transfer to Five Star under our TRS structure during the second quarter of 2019.
|
|
|
|
Square Feet
(1)
|
|
Living Units
(2)
|
||||||||||||||||||||
|
Year
|
|
MOBs (Square Feet)
|
|
|
Wellness Centers (Square Feet)
|
|
|
Total Square Feet
|
|
|
Percent of Total Square Feet Expiring
|
|
|
Cumulative Percent of Total Square Feet Expiring
|
|
|
Triple Net
Senior Living Communities |
|
|
Percent of Total Living Units / Beds Expiring
|
|
|
Cumulative Percentage of Total Living Units / Beds Expiring
|
|
|
2019
|
(3)
|
1,378,457
|
|
|
—
|
|
|
1,378,457
|
|
|
10.8
|
%
|
|
10.8
|
%
|
|
155
|
|
|
0.6
|
%
|
|
0.6
|
%
|
|
2020
|
|
1,532,456
|
|
|
—
|
|
|
1,532,456
|
|
|
12.0
|
%
|
|
22.8
|
%
|
|
—
|
|
|
—
|
%
|
|
0.6
|
%
|
|
2021
|
|
831,332
|
|
|
—
|
|
|
831,332
|
|
|
6.5
|
%
|
|
29.3
|
%
|
|
361
|
|
|
1.5
|
%
|
|
2.1
|
%
|
|
2022
|
|
1,189,282
|
|
|
—
|
|
|
1,189,282
|
|
|
9.3
|
%
|
|
38.6
|
%
|
|
—
|
|
|
—
|
%
|
|
2.1
|
%
|
|
2023
|
|
1,141,629
|
|
|
354,000
|
|
|
1,495,629
|
|
|
11.8
|
%
|
|
50.4
|
%
|
|
697
|
|
|
2.9
|
%
|
|
5.0
|
%
|
|
2024
|
|
1,720,999
|
|
|
—
|
|
|
1,720,999
|
|
|
13.5
|
%
|
|
63.9
|
%
|
|
6,246
|
|
|
26.0
|
%
|
|
31.0
|
%
|
|
2025
|
|
649,743
|
|
|
—
|
|
|
649,743
|
|
|
5.1
|
%
|
|
69.0
|
%
|
|
—
|
|
|
—
|
%
|
|
31.0
|
%
|
|
2026
|
|
864,363
|
|
|
—
|
|
|
864,363
|
|
|
6.8
|
%
|
|
75.8
|
%
|
|
6,742
|
|
|
28.1
|
%
|
|
59.1
|
%
|
|
2027
|
|
412,573
|
|
|
—
|
|
|
412,573
|
|
|
3.2
|
%
|
|
79.0
|
%
|
|
511
|
|
|
2.1
|
%
|
|
61.2
|
%
|
|
2028 and thereafter
|
(4)
|
2,186,889
|
|
|
458,000
|
|
|
2,644,889
|
|
|
21.0
|
%
|
|
100
|
%
|
|
9,318
|
|
|
38.8
|
%
|
|
100.0
|
%
|
|
Total
|
|
11,907,723
|
|
|
812,000
|
|
|
12,719,723
|
|
|
100.0
|
%
|
|
|
|
24,030
|
|
|
100.0
|
%
|
|
|
||
|
(1)
|
Includes 100% of square feet from a property owned by a joint venture in which we own a 55% equity interest.
|
|
(2)
|
Excludes
9,766
living units from our managed senior living communities leased to our TRSs. If the number of living units included in our TRS leases using the terms of the management agreements for these communities were included in the foregoing table, the percent of total living units expiring in each of the following years would be: 2019 –
0.5%
; 2020 –
0.0%
; 2021 –
1.1%
; 2022 –
0.0%
; 2023 –
2.1%
; 2024 –
18.5%
; 2025 –
0.0%
; 2026 –
19.9%
; 2027 -
1.5%
and thereafter –
56.4%
.
|
|
(3)
|
Includes two MOB tenants that we expect to vacate the 526,518 of aggregate square feet leased to them during the second quarter of 2019.
|
|
(4)
|
Includes one senior living community leased to a private operator with 369 living units, the operations of which we expect to transfer to Five Star under our TRS structure during the second quarter of 2019.
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
MOBs
|
|
$
|
412,813
|
|
|
$
|
382,127
|
|
|
$
|
372,233
|
|
|
Triple net leased senior living communities
|
|
269,512
|
|
|
280,641
|
|
|
275,697
|
|
|||
|
Managed senior living communities
|
|
416,523
|
|
|
393,707
|
|
|
391,822
|
|
|||
|
All other operations
|
|
18,316
|
|
|
18,254
|
|
|
18,270
|
|
|||
|
Total revenues
|
|
$
|
1,117,164
|
|
|
$
|
1,074,729
|
|
|
$
|
1,058,022
|
|
|
Net income (loss) attributable to common shareholders:
|
|
|
|
|
|
|
||||||
|
MOBs
|
|
$
|
66,905
|
|
|
$
|
111,199
|
|
|
$
|
121,301
|
|
|
Triple net leased senior living communities
|
|
430,037
|
|
|
228,417
|
|
|
168,719
|
|
|||
|
Managed senior living communities
|
|
27,410
|
|
|
26,194
|
|
|
6,372
|
|
|||
|
All other operations
|
|
(237,480
|
)
|
|
(218,200
|
)
|
|
(155,097
|
)
|
|||
|
Net income attributable to common shareholders
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
$
|
141,295
|
|
|
|
|
All Properties
|
|
Comparable
Properties
(1)
|
||||||||
|
|
|
As of and For the Year Ended
December 31,
|
|
As of and For the Year Ended
December 31,
|
||||||||
|
|
|
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
Total properties
|
|
129
|
|
|
125
|
|
|
117
|
|
|
117
|
|
|
Total buildings
|
|
155
|
|
|
151
|
|
|
143
|
|
|
143
|
|
|
Total square feet
(2)
|
|
12,600
|
|
|
12,066
|
|
|
11,402
|
|
|
11,402
|
|
|
Occupancy
(3)
|
|
94.5
|
%
|
|
95.0
|
%
|
|
94.1
|
%
|
|
94.9
|
%
|
|
(1)
|
Consists of MOBs we have owned continuously since January 1, 2017; includes our MOB (two buildings) that is owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, if any.
|
|
(2)
|
Prior periods exclude space re-measurements made subsequent to those periods.
|
|
(3)
|
MOB occupancy includes (i) space being fitted out for occupancy and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants.
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
412,813
|
|
|
$
|
382,127
|
|
|
$
|
30,686
|
|
|
8.0
|
%
|
|
Property operating expenses
|
|
(127,732
|
)
|
|
(112,930
|
)
|
|
14,802
|
|
|
13.1
|
%
|
|||
|
Net operating income (NOI)
|
|
285,081
|
|
|
269,197
|
|
|
15,884
|
|
|
5.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(141,477
|
)
|
|
(128,827
|
)
|
|
12,650
|
|
|
9.8
|
%
|
|||
|
Impairment of assets
|
|
(46,797
|
)
|
|
—
|
|
|
46,797
|
|
|
100.0
|
%
|
|||
|
Interest expense
|
|
(24,360
|
)
|
|
(24,919
|
)
|
|
(559
|
)
|
|
(2.2
|
)%
|
|||
|
Loss on early extinguishment of debt
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|
(100.0
|
)%
|
|||
|
Net income
|
|
72,447
|
|
|
115,392
|
|
|
(42,945
|
)
|
|
(37.2
|
)%
|
|||
|
Net income attributable to noncontrolling interest
|
|
(5,542
|
)
|
|
(4,193
|
)
|
|
1,349
|
|
|
32.2
|
%
|
|||
|
Net income attributable to common shareholders
|
|
$
|
66,905
|
|
|
$
|
111,199
|
|
|
$
|
(44,294
|
)
|
|
(39.8
|
)%
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
380,937
|
|
|
$
|
375,999
|
|
|
$
|
4,938
|
|
|
1.3
|
%
|
|
Property operating expenses
|
|
(116,147
|
)
|
|
(110,618
|
)
|
|
5,529
|
|
|
5.0
|
%
|
|||
|
Net operating income (NOI)
|
|
264,790
|
|
|
265,381
|
|
|
(591
|
)
|
|
(0.2
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(125,043
|
)
|
|
(125,945
|
)
|
|
(902
|
)
|
|
(0.7
|
)%
|
|||
|
Impairment of assets
|
|
(44,069
|
)
|
|
—
|
|
|
44,069
|
|
|
100.0
|
%
|
|||
|
Interest expense
|
|
(23,990
|
)
|
|
(24,920
|
)
|
|
(930
|
)
|
|
(3.7
|
)%
|
|||
|
Loss on early extinguishment of debt
|
|
—
|
|
|
(60
|
)
|
|
(60
|
)
|
|
(100.0
|
)%
|
|||
|
Net income
|
|
71,688
|
|
|
114,456
|
|
|
(42,768
|
)
|
|
(37.4
|
)%
|
|||
|
Net income attributable to noncontrolling interest
|
|
(5,542
|
)
|
|
(4,193
|
)
|
|
1,349
|
|
|
32.2
|
%
|
|||
|
Net income attributable to common shareholders
|
|
$
|
66,146
|
|
|
$
|
110,263
|
|
|
$
|
(44,117
|
)
|
|
(40.0
|
)%
|
|
|
|
All Properties
|
|
Comparable
Properties
(1)
|
||||||||
|
|
|
|
||||||||||
|
|
|
As of and For the Year Ended
December 31,
|
|
As of and For the Year Ended
December 31,
|
||||||||
|
|
|
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
Total properties
|
|
228
|
|
|
235
|
|
|
228
|
|
|
228
|
|
|
# of units
|
|
24,030
|
|
|
25,790
|
|
|
24,030
|
|
|
24,030
|
|
|
Tenant operating data
(2)
|
|
|
|
|
|
|
|
|
||||
|
Occupancy
|
|
81.9
|
%
|
|
83.5
|
%
|
|
81.9
|
%
|
|
83.5
|
%
|
|
Rent coverage
|
|
1.08
|
x
|
|
1.22
|
x
|
|
1.08
|
x
|
|
1.22
|
x
|
|
(1)
|
Consists of triple net leased senior living communities we have owned continuously since January 1, 2017; excludes communities classified as held for sale, if any.
|
|
(2)
|
All tenant operating data presented are based upon the operating results provided by our tenants for the 12 months ended September 30, 2018 and 2017 or the most recent prior period for which tenant operating results are available to us. Rent coverage is calculated as operating cash flows from our triple net lease tenants’ operations of our properties, before subordinated charges, if any, divided by triple net lease minimum rents payable to us. We have not independently verified tenant operating data. Excludes data for historical periods prior to our ownership of certain properties, as well as data for properties sold or classified as held for sale during the periods presented.
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
269,512
|
|
|
$
|
280,641
|
|
|
$
|
(11,129
|
)
|
|
(4.0
|
)%
|
|
Net operating income (NOI)
|
|
269,512
|
|
|
280,641
|
|
|
(11,129
|
)
|
|
(4.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(80,277
|
)
|
|
(81,976
|
)
|
|
(1,699
|
)
|
|
(2.1
|
)%
|
|||
|
Impairment of assets
|
|
(19,549
|
)
|
|
—
|
|
|
19,549
|
|
|
100.0
|
%
|
|||
|
Gain on sale of properties
|
|
261,916
|
|
|
45,901
|
|
|
216,015
|
|
|
470.6
|
%
|
|||
|
Interest expense
|
|
(1,641
|
)
|
|
(8,855
|
)
|
|
(7,214
|
)
|
|
(81.5
|
)%
|
|||
|
Gain (loss) on early extinguishment of debt
|
|
76
|
|
|
(7,294
|
)
|
|
(7,370
|
)
|
|
(101.0
|
)%
|
|||
|
Net income
|
|
$
|
430,037
|
|
|
$
|
228,417
|
|
|
$
|
201,620
|
|
|
88.3
|
%
|
|
|
|
All Properties
|
|
Comparable
Properties
(1)
|
||||||||||||
|
|
|
|
||||||||||||||
|
|
|
As of and For the Year Ended
December 31,
|
|
As of and For the Year Ended
December 31,
|
||||||||||||
|
|
|
|
||||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Total properties
|
|
76
|
|
|
70
|
|
|
68
|
|
|
68
|
|
||||
|
# of units
|
|
9,766
|
|
|
9,043
|
|
|
8,830
|
|
|
8,830
|
|
||||
|
Occupancy
|
|
86.1
|
%
|
|
85.8
|
%
|
|
86.0
|
%
|
|
85.8
|
%
|
||||
|
Average monthly rate
(2)
|
|
$
|
4,214
|
|
|
$
|
4,279
|
|
|
$
|
4,266
|
|
|
$
|
4,279
|
|
|
(1)
|
Consists of managed senior living communities owned and managed by the same operator continuously since January 1, 2017; excludes communities classified as held for sale, if any.
|
|
(2)
|
Average monthly rate is calculated by taking the average daily rate, which is defined as total residents fees and services divided by occupied units during the period, and multiplying it by 30 days.
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
Residents fees and services
|
|
$
|
416,523
|
|
|
$
|
393,707
|
|
|
$
|
22,816
|
|
|
5.8
|
%
|
|
Property operating expenses
|
|
(323,849
|
)
|
|
(300,562
|
)
|
|
23,287
|
|
|
7.7
|
%
|
|||
|
Net operating income (NOI)
|
|
92,674
|
|
|
93,145
|
|
|
(471
|
)
|
|
(0.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(60,689
|
)
|
|
(62,266
|
)
|
|
(1,577
|
)
|
|
(2.5
|
)%
|
|||
|
Interest expense
|
|
(4,477
|
)
|
|
(4,685
|
)
|
|
(208
|
)
|
|
(4.4
|
)%
|
|||
|
Loss on early extinguishment of debt
|
|
(98
|
)
|
|
—
|
|
|
98
|
|
|
100.0
|
%
|
|||
|
Net income
|
|
$
|
27,410
|
|
|
$
|
26,194
|
|
|
$
|
1,216
|
|
|
4.6
|
%
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
Residents fees and services
|
|
$
|
393,759
|
|
|
$
|
393,602
|
|
|
$
|
157
|
|
|
0.0%
|
|
|
Property operating expenses
|
|
(306,886
|
)
|
|
(300,347
|
)
|
|
6,539
|
|
|
2.2
|
%
|
|||
|
Net operating income (NOI)
|
|
86,873
|
|
|
93,255
|
|
|
(6,382
|
)
|
|
(6.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(49,705
|
)
|
|
(62,104
|
)
|
|
(12,399
|
)
|
|
(20.0
|
)%
|
|||
|
Interest expense
|
|
(3,226
|
)
|
|
(4,685
|
)
|
|
(1,459
|
)
|
|
(31.1
|
)%
|
|||
|
Loss on early extinguishment of debt
|
|
(98
|
)
|
|
—
|
|
|
98
|
|
|
100.0
|
%
|
|||
|
Net income
|
|
$
|
33,844
|
|
|
$
|
26,466
|
|
|
$
|
7,378
|
|
|
27.9
|
%
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
18,316
|
|
|
$
|
18,254
|
|
|
$
|
62
|
|
|
0.3
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(3,792
|
)
|
|
(3,792
|
)
|
|
—
|
|
|
0.0%
|
|
|||
|
General and administrative
|
|
(85,885
|
)
|
|
(103,694
|
)
|
|
(17,809
|
)
|
|
(17
|
)%
|
|||
|
Acquisition and certain other transaction related costs
|
|
(194
|
)
|
|
(403
|
)
|
|
(209
|
)
|
|
(51.9
|
)%
|
|||
|
Impairment of assets
|
|
—
|
|
|
(5,082
|
)
|
|
(5,082
|
)
|
|
(100.0
|
)%
|
|||
|
Total expenses
|
|
(89,871
|
)
|
|
(112,971
|
)
|
|
(23,100
|
)
|
|
(20.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Gain on sale of properties
|
|
—
|
|
|
154
|
|
|
(154
|
)
|
|
(100.0
|
)%
|
|||
|
Dividend income
|
|
2,901
|
|
|
2,637
|
|
|
264
|
|
|
10.0
|
%
|
|||
|
Unrealized losses on equity securities
|
|
(20,724
|
)
|
|
—
|
|
|
20,724
|
|
|
100.0
|
%
|
|||
|
Interest and other income
|
|
667
|
|
|
406
|
|
|
261
|
|
|
64.3
|
%
|
|||
|
Interest expense
|
|
(148,809
|
)
|
|
(126,560
|
)
|
|
22,249
|
|
|
17.6
|
%
|
|||
|
Loss on early extinguishment of debt
|
|
—
|
|
|
(274
|
)
|
|
(274
|
)
|
|
(100.0
|
)%
|
|||
|
Loss before income tax expense and equity in earnings of an investee
|
|
(237,520
|
)
|
|
(218,354
|
)
|
|
19,166
|
|
|
8.8
|
%
|
|||
|
Income tax expense
|
|
(476
|
)
|
|
(454
|
)
|
|
22
|
|
|
4.8
|
%
|
|||
|
Equity in earnings of an investee
|
|
516
|
|
|
608
|
|
|
(92
|
)
|
|
(15.1
|
)%
|
|||
|
Net loss
|
|
$
|
(237,480
|
)
|
|
$
|
(218,200
|
)
|
|
$
|
19,280
|
|
|
8.8
|
%
|
|
(1)
|
All other operations includes all of our other operations, including certain properties that offer wellness, fitness and spa services to members, which segment we do not consider to be sufficiently material to constitute a separate reporting segment, and any operating expenses that are not attributable to a specific reporting segment.
|
|
|
|
All Properties
|
|
Comparable Properties
(1)
|
||||||||
|
|
|
As of and For the Year Ended
December 31,
|
|
As of and For the Year Ended
December 31,
|
||||||||
|
|
|
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
Total properties
|
|
125
|
|
|
119
|
|
|
116
|
|
|
116
|
|
|
Total buildings
|
|
151
|
|
|
145
|
|
|
140
|
|
|
140
|
|
|
Total square feet
(2)
|
|
12,066
|
|
|
11,431
|
|
|
11,046
|
|
|
11,041
|
|
|
Occupancy
(3)
|
|
95.0
|
%
|
|
96.5
|
%
|
|
94.8
|
%
|
|
96.3
|
%
|
|
(1)
|
Consists of MOBs we have owned continuously since January 1, 2016; includes our MOB (two buildings) that is owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, if any.
|
|
(2)
|
Prior periods exclude space re-measurements made subsequent to those periods.
|
|
(3)
|
MOB occupancy includes (i) space being fitted out for occupancy and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants.
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
382,127
|
|
|
$
|
372,233
|
|
|
$
|
9,894
|
|
|
2.7
|
%
|
|
Property operating expenses
|
|
(112,930
|
)
|
|
(105,762
|
)
|
|
7,168
|
|
|
6.8
|
%
|
|||
|
Net operating income (NOI)
|
|
269,197
|
|
|
266,471
|
|
|
2,726
|
|
|
1.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(128,827
|
)
|
|
(124,196
|
)
|
|
4,631
|
|
|
3.7
|
%
|
|||
|
Impairment of assets
|
|
—
|
|
|
(7,122
|
)
|
|
(7,122
|
)
|
|
(100.0
|
)%
|
|||
|
Interest expense
|
|
(24,919
|
)
|
|
(13,852
|
)
|
|
11,067
|
|
|
79.9
|
%
|
|||
|
Loss on early extinguishment of debt
|
|
(59
|
)
|
|
—
|
|
|
59
|
|
|
100.0
|
%
|
|||
|
Net income
|
|
115,392
|
|
|
121,301
|
|
|
(5,909
|
)
|
|
(4.9
|
)%
|
|||
|
Net income attributable to noncontrolling interest
|
|
(4,193
|
)
|
|
—
|
|
|
4,193
|
|
|
100.0
|
%
|
|||
|
Net income attributable to common shareholders
|
|
$
|
111,199
|
|
|
$
|
121,301
|
|
|
$
|
(10,102
|
)
|
|
(8.3
|
)%
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
363,858
|
|
|
$
|
361,861
|
|
|
$
|
1,997
|
|
|
0.6
|
%
|
|
Property operating expenses
|
|
(108,568
|
)
|
|
(103,605
|
)
|
|
4,963
|
|
|
4.8
|
%
|
|||
|
Net operating income (NOI)
|
|
255,290
|
|
|
258,256
|
|
|
(2,966
|
)
|
|
(1.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(123,140
|
)
|
|
(121,580
|
)
|
|
1,560
|
|
|
1.3
|
%
|
|||
|
Interest expense
|
|
(24,919
|
)
|
|
(13,852
|
)
|
|
11,067
|
|
|
79.9
|
%
|
|||
|
Loss on early extinguishment of debt
|
|
(59
|
)
|
|
—
|
|
|
59
|
|
|
100.0
|
%
|
|||
|
Net income
|
|
107,172
|
|
|
122,824
|
|
|
(15,652
|
)
|
|
(12.7
|
)%
|
|||
|
Net income attributable to noncontrolling interest
|
|
(4,193
|
)
|
|
—
|
|
|
4,193
|
|
|
100.0
|
%
|
|||
|
Net income attributable to common shareholders
|
|
$
|
102,979
|
|
|
$
|
122,824
|
|
|
$
|
(19,845
|
)
|
|
(16.2
|
)%
|
|
|
|
|
|
|
|
Comparable
Properties
(1)
|
||||||
|
|
|
All Properties
|
|
|||||||||
|
|
|
As of and For the Year Ended
December 31,
|
|
As of and For the Year Ended
December 31,
|
||||||||
|
|
|
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
Total properties
|
|
235
|
|
|
236
|
|
|
222
|
|
|
222
|
|
|
# of units
|
|
25,790
|
|
|
26,220
|
|
|
23,798
|
|
|
23,798
|
|
|
Tenant operating data
(2)
|
|
|
|
|
|
|
|
|
||||
|
Occupancy
|
|
83.4
|
%
|
|
84.7
|
%
|
|
83.2
|
%
|
|
84.7
|
%
|
|
Rent coverage
|
|
1.21
|
x
|
|
1.28
|
x
|
|
1.21
|
x
|
|
1.27
|
x
|
|
(1)
|
Consists of triple net leased senior living communities we have owned continuously since January 1, 2016; excludes communities classified as held for sale, if any.
|
|
(2)
|
All tenant operating data presented are based upon the operating results provided by our tenants for the 12 months ended September 30, 2017 and 2016 or the most recent prior period for which tenant operating results are available to us. Rent coverage is calculated as operating cash flows from our triple net lease tenants’ operations of our properties, before subordinated charges, if any, divided by triple net lease minimum rents payable to us. We have not independently verified tenant operating data. Excludes data for historical periods prior to our ownership of certain properties, as well as data for properties sold or classified as held for sale during the periods presented.
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
280,641
|
|
|
$
|
275,697
|
|
|
$
|
4,944
|
|
|
1.8
|
%
|
|
Property operating expenses
|
|
—
|
|
|
(833
|
)
|
|
(833
|
)
|
|
(100.0
|
)%
|
|||
|
Net operating income (NOI)
|
|
280,641
|
|
|
274,864
|
|
|
5,777
|
|
|
2.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(81,976
|
)
|
|
(78,361
|
)
|
|
3,615
|
|
|
4.6
|
%
|
|||
|
Impairment of assets
|
|
—
|
|
|
(6,583
|
)
|
|
(6,583
|
)
|
|
(100.0
|
)%
|
|||
|
Gain on sale of properties
|
|
45,901
|
|
|
4,061
|
|
|
41,840
|
|
|
1,030.3
|
%
|
|||
|
Interest expense
|
|
(8,855
|
)
|
|
(24,795
|
)
|
|
(15,940
|
)
|
|
(64.3
|
)%
|
|||
|
Loss on early extinguishment of debt
|
|
(7,294
|
)
|
|
(467
|
)
|
|
6,827
|
|
|
1,461.9
|
%
|
|||
|
Net income
|
|
$
|
228,417
|
|
|
$
|
168,719
|
|
|
$
|
59,698
|
|
|
35.4
|
%
|
|
|
|
|
|
|
|
Comparable
Properties
(1)
|
||||||||||
|
|
|
All Properties
|
|
|||||||||||||
|
|
|
As of and For the Year Ended
December 31,
|
|
As of and For the Year Ended
December 31,
|
||||||||||||
|
|
|
|
||||||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Total properties
|
|
70
|
|
|
68
|
|
|
60
|
|
|
60
|
|
||||
|
# of units
|
|
9,043
|
|
|
8,788
|
|
|
8,106
|
|
|
8,106
|
|
||||
|
Occupancy
|
|
85.8
|
%
|
|
87.2
|
%
|
|
86.1
|
%
|
|
87.2
|
%
|
||||
|
Average monthly rate
(2)
|
|
$
|
4,279
|
|
|
$
|
4,243
|
|
|
$
|
4,265
|
|
|
$
|
4,213
|
|
|
(1)
|
Consists of managed senior living communities owned and managed by the same operator continuously since January 1, 2016; excludes communities classified as held for sale, if any.
|
|
(2)
|
Average monthly rate is calculated by taking the average daily rate, which is defined as total residents fees and services divided by occupied units during the period, and multiplying it by 30 days.
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
Residents fees and services
|
|
$
|
393,707
|
|
|
$
|
391,822
|
|
|
$
|
1,885
|
|
|
0.5
|
%
|
|
Property operating expenses
|
|
(300,562
|
)
|
|
(293,195
|
)
|
|
7,367
|
|
|
2.5
|
%
|
|||
|
Net operating income (NOI)
|
|
93,145
|
|
|
98,627
|
|
|
(5,482
|
)
|
|
(5.6
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(62,266
|
)
|
|
(81,482
|
)
|
|
(19,216
|
)
|
|
(23.6
|
)%
|
|||
|
Impairment of assets
|
|
—
|
|
|
(2,174
|
)
|
|
(2,174
|
)
|
|
(100.0
|
)%
|
|||
|
Interest expense
|
|
(4,685
|
)
|
|
(8,540
|
)
|
|
(3,855
|
)
|
|
(45.1
|
)%
|
|||
|
Loss on early extinguishment of debt
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|
(100.0
|
)%
|
|||
|
Net income
|
|
$
|
26,194
|
|
|
$
|
6,372
|
|
|
$
|
19,822
|
|
|
311.1
|
%
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
Residents fees and services
|
|
$
|
366,115
|
|
|
$
|
366,701
|
|
|
$
|
(586
|
)
|
|
(0.2
|
)%
|
|
Property operating expenses
|
|
(277,194
|
)
|
|
(273,479
|
)
|
|
3,715
|
|
|
1.4
|
%
|
|||
|
Net operating income (NOI)
|
|
88,921
|
|
|
93,222
|
|
|
(4,301
|
)
|
|
(4.6
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(51,442
|
)
|
|
(64,934
|
)
|
|
(13,492
|
)
|
|
(20.8
|
)%
|
|||
|
Interest expense
|
|
(2,228
|
)
|
|
(6,209
|
)
|
|
(3,981
|
)
|
|
(64.1
|
)%
|
|||
|
Loss on early extinguishment of debt
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|
(100.0
|
)%
|
|||
|
Net income
|
|
$
|
35,251
|
|
|
$
|
22,020
|
|
|
$
|
13,231
|
|
|
60.1
|
%
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
|
Rental income
|
|
$
|
18,254
|
|
|
$
|
18,270
|
|
|
$
|
(16
|
)
|
|
0.0%
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
(3,792
|
)
|
|
(3,792
|
)
|
|
—
|
|
|
0.0%
|
|
|||
|
General and administrative
|
|
(103,694
|
)
|
|
(46,559
|
)
|
|
57,135
|
|
|
122.7
|
%
|
|||
|
Acquisition and certain other transaction related costs
|
|
(403
|
)
|
|
(2,085
|
)
|
|
(1,682
|
)
|
|
(80.7
|
)%
|
|||
|
Impairment of assets
|
|
(5,082
|
)
|
|
(2,795
|
)
|
|
2,287
|
|
|
81.8
|
%
|
|||
|
Total expenses
|
|
(112,971
|
)
|
|
(55,231
|
)
|
|
57,740
|
|
|
104.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Gain on sale of properties
|
|
154
|
|
|
—
|
|
|
154
|
|
|
100.0
|
%
|
|||
|
Dividend income
|
|
2,637
|
|
|
2,108
|
|
|
529
|
|
|
25.1
|
%
|
|||
|
Interest and other income
|
|
406
|
|
|
430
|
|
|
(24
|
)
|
|
(5.6
|
)%
|
|||
|
Interest expense
|
|
(126,560
|
)
|
|
(120,387
|
)
|
|
6,173
|
|
|
5.1
|
%
|
|||
|
Loss on early extinguishment of debt
|
|
(274
|
)
|
|
—
|
|
|
274
|
|
|
100.0
|
%
|
|||
|
Loss before income tax expense and equity in earnings of an investee
|
|
(218,354
|
)
|
|
(154,810
|
)
|
|
63,544
|
|
|
41.0
|
%
|
|||
|
Income tax expense
|
|
(454
|
)
|
|
(424
|
)
|
|
30
|
|
|
7.1
|
%
|
|||
|
Equity in earnings of an investee
|
|
608
|
|
|
137
|
|
|
471
|
|
|
343.8
|
%
|
|||
|
Net loss
|
|
$
|
(218,200
|
)
|
|
$
|
(155,097
|
)
|
|
$
|
63,103
|
|
|
40.7
|
%
|
|
(1)
|
All other operations includes all of our other operations, including certain properties that offer wellness, fitness and spa services to members, which segment we do not consider to be sufficiently material to constitute a separate reporting segment, and any operating expenses that are not attributable to a specific reporting segment.
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Net income attributable to common shareholders
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
$
|
141,295
|
|
|
Depreciation and amortization expense
|
|
286,235
|
|
|
276,861
|
|
|
287,831
|
|
|||
|
FFO attributable to noncontrolling interest
|
|
(21,200
|
)
|
|
(16,370
|
)
|
|
—
|
|
|||
|
Gain on sale of properties
|
|
(261,916
|
)
|
|
(46,055
|
)
|
|
(4,061
|
)
|
|||
|
Impairment of assets
|
|
66,346
|
|
|
5,082
|
|
|
18,674
|
|
|||
|
FFO attributable to common shareholders
|
|
356,337
|
|
|
367,128
|
|
|
443,739
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Acquisition and certain other transaction related costs
|
|
194
|
|
|
403
|
|
|
2,085
|
|
|||
|
Loss on early extinguishment of debt
|
|
22
|
|
|
7,627
|
|
|
526
|
|
|||
|
Unrealized losses on equity securities
|
|
20,724
|
|
|
—
|
|
|
—
|
|
|||
|
Normalized FFO attributable to common shareholders
|
|
$
|
377,277
|
|
|
$
|
375,158
|
|
|
$
|
446,350
|
|
|
|
|
|
|
|
|
|
||||||
|
Weighted average common shares outstanding (basic)
|
|
237,511
|
|
|
237,420
|
|
|
237,345
|
|
|||
|
Weighted average common shares outstanding (diluted)
|
|
237,546
|
|
|
237,452
|
|
|
237,382
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Per common share data (basic and diluted):
|
|
|
|
|
|
|
||||||
|
Net income attributable to common shareholders
|
|
$
|
1.21
|
|
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
FFO attributable to common shareholders
|
|
$
|
1.50
|
|
|
$
|
1.55
|
|
|
$
|
1.87
|
|
|
Normalized FFO attributable to common shareholders
|
|
$
|
1.59
|
|
|
$
|
1.58
|
|
|
$
|
1.88
|
|
|
Distributions declared
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Reconciliation of Net Income to NOI:
|
|
|
|
|
|
|
|
|
|
|||
|
Net income
|
|
$
|
292,414
|
|
|
$
|
151,803
|
|
|
$
|
141,295
|
|
|
|
|
|
|
|
|
|
||||||
|
Equity in earnings of an investee
|
|
(516
|
)
|
|
(608
|
)
|
|
(137
|
)
|
|||
|
Income tax expense
|
|
476
|
|
|
454
|
|
|
424
|
|
|||
|
Income from continuing operations before income tax expense and equity in earnings of an investee
|
|
292,374
|
|
|
151,649
|
|
|
141,582
|
|
|||
|
Loss on early extinguishment of debt
|
|
22
|
|
|
7,627
|
|
|
526
|
|
|||
|
Interest expense
|
|
179,287
|
|
|
165,019
|
|
|
167,574
|
|
|||
|
Interest and other income
|
|
(667
|
)
|
|
(406
|
)
|
|
(430
|
)
|
|||
|
Unrealized losses on equity securities
|
|
20,724
|
|
|
—
|
|
|
—
|
|
|||
|
Dividend income
|
|
(2,901
|
)
|
|
(2,637
|
)
|
|
(2,108
|
)
|
|||
|
Gain on sale of properties
|
|
(261,916
|
)
|
|
(46,055
|
)
|
|
(4,061
|
)
|
|||
|
Impairment of assets
|
|
66,346
|
|
|
5,082
|
|
|
18,674
|
|
|||
|
Acquisition and certain other transaction related costs
|
|
194
|
|
|
403
|
|
|
2,085
|
|
|||
|
General and administrative expense
|
|
85,885
|
|
|
103,694
|
|
|
46,559
|
|
|||
|
Depreciation and amortization expense
|
|
286,235
|
|
|
276,861
|
|
|
287,831
|
|
|||
|
Total NOI
|
|
$
|
665,583
|
|
|
$
|
661,237
|
|
|
$
|
658,232
|
|
|
|
|
|
|
|
|
|
||||||
|
MOB NOI
|
|
$
|
285,081
|
|
|
$
|
269,197
|
|
|
$
|
266,471
|
|
|
Triple net leased communities NOI
|
|
269,512
|
|
|
280,641
|
|
|
274,864
|
|
|||
|
Managed communities NOI
|
|
92,674
|
|
|
93,145
|
|
|
98,627
|
|
|||
|
All other operations NOI
|
|
18,316
|
|
|
18,254
|
|
|
18,270
|
|
|||
|
Total NOI
|
|
$
|
665,583
|
|
|
$
|
661,237
|
|
|
$
|
658,232
|
|
|
•
|
our ability to maintain or increase the occupancy of, and the rental rates at, our properties;
|
|
•
|
our ability to control operating expenses and capital expenses at our properties;
|
|
•
|
our manager's ability to operate our managed senior living communities so as to maintain or increase our returns; and
|
|
•
|
our ability to purchase additional properties which produce cash flows in excess of our cost of acquisition capital and the related property operating expenses.
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
|
2018
|
|
2017
|
||||
|
MOB tenant improvements
(1)
|
|
$
|
12,045
|
|
|
$
|
9,278
|
|
|
MOB leasing costs
(2)
|
|
6,178
|
|
|
8,331
|
|
||
|
MOB building improvements
(3)
|
|
16,402
|
|
|
14,934
|
|
||
|
Managed senior living communities capital improvements
|
|
13,001
|
|
|
12,077
|
|
||
|
Recurring capital expenditures
|
|
$
|
47,626
|
|
|
$
|
44,620
|
|
|
|
|
|
|
|
||||
|
Development, redevelopment and other activities - MOBs
(4)
|
|
9,942
|
|
|
800
|
|
||
|
Development, redevelopment and other activities - Managed senior living communities
(4)
|
|
27,128
|
|
|
27,318
|
|
||
|
Total development, redevelopment and other activities
|
|
$
|
37,070
|
|
|
$
|
28,118
|
|
|
(1)
|
MOB tenant improvements generally include capital expenditures to improve tenants' space or amounts paid directly to tenants to improve their space.
|
|
(2)
|
MOB leasing costs generally include leasing related costs, such as brokerage commissions and tenant inducements.
|
|
(3)
|
MOB building improvements generally include capital expenditures to replace obsolete building components and capital expenditures that extend the useful life of existing assets.
|
|
(4)
|
Development, redevelopment and other activities generally include (1) capital expenditures that are identified at the time of acquisition of a property and incurred within a short period thereafter; and (2) capital expenditure projects that reposition a property or result in new sources of revenues.
|
|
|
|
New Leases
|
|
Renewals
|
|
Total
|
||||||
|
Square feet leased during the year
|
|
272
|
|
|
608
|
|
|
880
|
|
|||
|
Total leasing costs and concession commitments
(1)
|
|
$
|
8,973
|
|
|
$
|
10,931
|
|
|
$
|
19,904
|
|
|
Total leasing costs and concession commitments per square foot
(1)
|
|
$
|
32.83
|
|
|
$
|
17.97
|
|
|
$
|
22.58
|
|
|
Weighted average lease term (years)
(2)
|
|
6.0
|
|
|
5.3
|
|
|
5.5
|
|
|||
|
Total leasing costs and concession commitments per square foot per year
(1)
|
|
$
|
5.77
|
|
|
$
|
3.45
|
|
|
$
|
4.22
|
|
|
(1)
|
Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent.
|
|
(2)
|
Weighted based on annualized rental income pursuant to existing leases as of
December 31, 2018
, including straight line rent adjustments and estimated recurring expense reimbursements, and excluding lease value amortization.
|
|
|
|
Payment due by period
|
||||||||||||||||||
|
Contractual Obligations
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
|
Borrowings under revolving credit facility
|
|
$
|
139,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139,000
|
|
|
$
|
—
|
|
|
Term loans
|
|
550,000
|
|
|
—
|
|
|
350,000
|
|
|
200,000
|
|
|
—
|
|
|||||
|
Senior unsecured notes
|
|
2,250,000
|
|
|
400,000
|
|
|
500,000
|
|
|
—
|
|
|
1,350,000
|
|
|||||
|
Mortgage notes payable
|
|
734,748
|
|
|
45,182
|
|
|
5,630
|
|
|
53,288
|
|
|
630,648
|
|
|||||
|
Capital lease obligations
|
|
9,832
|
|
|
958
|
|
|
2,238
|
|
|
2,726
|
|
|
3,910
|
|
|||||
|
Ground lease obligations
|
|
6,652
|
|
|
306
|
|
|
619
|
|
|
430
|
|
|
5,297
|
|
|||||
|
Projected interest expense
(1)
|
|
1,501,326
|
|
|
162,886
|
|
|
265,135
|
|
|
196,744
|
|
|
876,561
|
|
|||||
|
Tenant related obligations
(2)
|
|
22,009
|
|
|
15,277
|
|
|
6,330
|
|
|
139
|
|
|
263
|
|
|||||
|
Business management incentive fee expense
(3)
|
|
40,642
|
|
|
40,642
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
5,254,209
|
|
|
$
|
665,251
|
|
|
$
|
1,129,952
|
|
|
$
|
592,327
|
|
|
$
|
2,866,679
|
|
|
(1)
|
Projected interest expense is attributable to only our debt obligations at existing rates as of
December 31, 2018
and is not intended to estimate future interest costs which may result from debt prepayments, additional borrowings under our revolving credit facility, new debt issuances or changes in interest rates.
|
|
(2)
|
Committed tenant related obligations include leasing commissions and tenant improvements and are based on leases in effect as of
December 31, 2018
.
|
|
(3)
|
Represents business management incentive fees for the year ended
December 31, 2018
due to RMR LLC under our business management agreement. This fee was paid to RMR LLC in January 2019.
|
|
•
|
allocation of purchase prices among various asset categories, including allocations to above and below market leases for properties, and the related impact on the recognition of rental income and depreciation and amortization expense;
|
|
•
|
assessment of the carrying values and impairments of long lived assets; and
|
|
•
|
classification of leases.
|
|
|
|
|
|
Annual
|
|
Annual
|
|
|
|
|
|||||
|
|
|
Principal
|
|
Interest
|
|
Interest
|
|
|
|
Interest
|
|||||
|
Debt
|
|
Balance
(1)
|
|
Rate
(1)
|
|
Expense
|
|
Maturity
|
|
Payments Due
|
|||||
|
Senior unsecured notes
|
|
$
|
400,000
|
|
|
3.25
|
%
|
|
$
|
13,000
|
|
|
2019
|
|
Semi-Annually
|
|
Senior unsecured notes
|
|
200,000
|
|
|
6.75
|
%
|
|
13,500
|
|
|
2020
|
|
Semi-Annually
|
||
|
Senior unsecured notes
|
|
300,000
|
|
|
6.75
|
%
|
|
20,250
|
|
|
2021
|
|
Semi-Annually
|
||
|
Senior unsecured notes
|
|
250,000
|
|
|
4.75
|
%
|
|
11,875
|
|
|
2024
|
|
Semi-Annually
|
||
|
Senior unsecured notes
|
|
500,000
|
|
|
4.75
|
%
|
|
23,750
|
|
|
2028
|
|
Semi-Annually
|
||
|
Senior unsecured notes
|
|
350,000
|
|
|
5.63
|
%
|
|
19,705
|
|
|
2042
|
|
Quarterly
|
||
|
Senior unsecured notes
|
|
250,000
|
|
|
6.25
|
%
|
|
15,625
|
|
|
2046
|
|
Quarterly
|
||
|
Mortgage notes
|
|
42,618
|
|
|
3.79
|
%
|
|
1,615
|
|
|
2019
|
|
Monthly
|
||
|
Mortgage notes
|
|
2,037
|
|
|
7.49
|
%
|
|
153
|
|
|
2022
|
|
Monthly
|
||
|
Mortgage notes
|
|
13,146
|
|
|
6.28
|
%
|
|
826
|
|
|
2022
|
|
Monthly
|
||
|
Mortgage note
|
|
11,180
|
|
|
4.85
|
%
|
|
542
|
|
|
2022
|
|
Monthly
|
||
|
Mortgage notes
|
|
16,441
|
|
|
5.75
|
%
|
|
945
|
|
|
2022
|
|
Monthly
|
||
|
Mortgage note
|
|
16,442
|
|
|
6.64
|
%
|
|
1,092
|
|
|
2023
|
|
Monthly
|
||
|
Mortgage note
|
|
9,832
|
|
|
7.70
|
%
|
|
757
|
|
|
2026
|
|
Monthly
|
||
|
Mortgage notes
(2)
|
|
620,000
|
|
|
3.53
|
%
|
|
21,886
|
|
|
2026
|
|
Monthly
|
||
|
Mortgage note
|
|
1,983
|
|
|
6.25
|
%
|
|
124
|
|
|
2033
|
|
Monthly
|
||
|
Mortgage note
|
|
10,901
|
|
|
4.44
|
%
|
|
484
|
|
|
2043
|
|
Monthly
|
||
|
|
|
$
|
2,994,580
|
|
|
|
|
$
|
146,129
|
|
|
|
|
|
|
|
(1)
|
The principal balances, and interest rates are the amounts stated in the applicable contracts. In accordance with GAAP, our carrying values and recorded interest expense may differ from these amounts because of market conditions at the time we assumed these debts. This table does not include obligations under capital leases.
|
|
(2)
|
The property encumbered by these mortgages is subject to a joint venture in which we own a 55% equity interest. The principal amounts listed in the table for these mortgage debts have not been adjusted to reflect the equity interests in the joint venture that we do not own.
|
|
|
|
Impact of Changes in Interest Rates
|
|||||||||||||
|
|
|
Interest Rate
Per Year
(1)
|
|
Outstanding
Floating Rate Debt
|
|
Total Interest
Expense Per Year
|
|
Annual
Earnings per Share
Impact
(2)
|
|||||||
|
At December 31, 2018
|
|
3.76
|
%
|
|
$
|
689,000
|
|
|
$
|
25,906
|
|
|
$
|
0.11
|
|
|
One percentage point increase
|
|
4.76
|
%
|
|
$
|
689,000
|
|
|
$
|
32,796
|
|
|
$
|
0.14
|
|
|
(1)
|
Weighted based on the respective interest rates and outstanding borrowings under our credit facility and term loans as of
December 31, 2018
.
|
|
(2)
|
Based on weighted average number of shares outstanding (basic and diluted) for the year ended
December 31, 2018
.
|
|
|
|
Impact of Changes in Interest Rates
|
|||||||||||||
|
|
|
Interest Rate
Per Year
(1)
|
|
Outstanding
Floating Rate Debt
|
|
Total Interest
Expense Per Year
|
|
Annual
Earnings per Share
Impact
(2)
|
|||||||
|
At December 31, 2018
|
|
3.68
|
%
|
|
$
|
1,550,000
|
|
|
$
|
57,040
|
|
|
$
|
0.24
|
|
|
One percentage point increase
|
|
4.68
|
%
|
|
$
|
1,550,000
|
|
|
$
|
72,540
|
|
|
$
|
0.31
|
|
|
|
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under our
equity compensation plan
excluding securities
reflected in column (a)
|
|
|
|
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
|
Equity compensation plans approved by securityholders—2012 Plan
|
|
None.
|
|
None.
|
|
2,382,195
|
|
|
(1)
|
|
Equity compensation plan not approved by securityholders
|
|
None.
|
|
None.
|
|
None.
|
|
|
|
|
Total
|
|
None.
|
|
None.
|
|
2,382,195
|
|
|
(1)
|
|
(1)
|
Consists of common shares available for issuance pursuant to the terms of the 2012 Plan. Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan.
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Exhibit
Number
|
Description
|
|
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
8.1
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51
|
|
|
10.52
|
|
|
10.53
|
|
|
10.54
|
|
|
10.55
|
|
|
10.56
|
|
|
10.57
|
|
|
10.58
|
|
|
10.59
|
|
|
10.60
|
|
|
10.61
|
|
|
10.62
|
|
|
10.63
|
|
|
10.64
|
|
|
10.65
|
|
|
10.66
|
|
|
10.67
|
|
|
10.68
|
|
|
10.69
|
|
|
10.70
|
|
|
10.71
|
|
|
10.72
|
|
|
10.73
|
|
|
10.74
|
|
|
21.1
|
|
|
23.1
|
|
|
23.2
|
|
|
31.1
|
|
|
31.2
|
|
|
31.3
|
|
|
31.4
|
|
|
32.1
|
|
|
99.1
|
|
|
99.2
|
|
|
99.3
|
|
|
99.4
|
|
|
99.5
|
|
|
99.6
|
|
|
99.7
|
|
|
99.8
|
|
|
99.9
|
|
|
99.10
|
|
|
99.11
|
|
|
99.12
|
|
|
99.13
|
|
|
99.14
|
|
|
99.15
|
|
|
99.16
|
|
|
99.17
|
|
|
99.18
|
|
|
99.19
|
|
|
99.20
|
|
|
99.21
|
|
|
99.22
|
|
|
99.23
|
|
|
99.24
|
|
|
99.25
|
|
|
99.26
|
|
|
99.27
|
|
|
99.28
|
|
|
99.29
|
|
|
99.30
|
|
|
99.31
|
|
|
99.32
|
|
|
99.33
|
|
|
99.34
|
|
|
99.35
|
|
|
99.36
|
|
|
99.37
|
|
|
99.38
|
|
|
99.39
|
|
|
99.40
|
|
|
99.41
|
|
|
101.1
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these financial statements, tagged as blocks of text and in detail. (Filed herewith.)
|
|
|
|
December 31,
|
||||||
|
|
|
2018
|
|
2017
|
||||
|
ASSETS
|
|
|
|
|
||||
|
Real estate properties:
|
|
|
|
|
||||
|
Land
|
|
$
|
844,567
|
|
|
$
|
824,879
|
|
|
Buildings and improvements
|
|
7,031,733
|
|
|
6,999,884
|
|
||
|
|
|
7,876,300
|
|
|
7,824,763
|
|
||
|
Accumulated depreciation
|
|
(1,534,392
|
)
|
|
(1,454,477
|
)
|
||
|
|
|
6,341,908
|
|
|
6,370,286
|
|
||
|
|
|
|
|
|
||||
|
Cash and cash equivalents
|
|
54,976
|
|
|
31,238
|
|
||
|
Restricted cash
|
|
15,095
|
|
|
16,083
|
|
||
|
Investments in equity securities
|
|
142,027
|
|
|
162,751
|
|
||
|
Due from affiliates
|
|
18,701
|
|
|
18,539
|
|
||
|
Acquired real estate leases and other intangible assets, net
|
|
419,244
|
|
|
472,265
|
|
||
|
Other assets, net
|
|
168,475
|
|
|
222,857
|
|
||
|
Total assets
|
|
$
|
7,160,426
|
|
|
$
|
7,294,019
|
|
|
|
|
|
|
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
|
Unsecured revolving credit facility
|
|
$
|
139,000
|
|
|
$
|
596,000
|
|
|
Unsecured term loans, net
|
|
548,286
|
|
|
547,460
|
|
||
|
Senior unsecured notes, net
|
|
2,216,945
|
|
|
1,725,662
|
|
||
|
Secured debt and capital leases, net
|
|
744,186
|
|
|
805,404
|
|
||
|
Accrued interest
|
|
26,182
|
|
|
17,987
|
|
||
|
Due to affiliates
|
|
54,299
|
|
|
66,411
|
|
||
|
Assumed real estate lease obligations, net
|
|
86,304
|
|
|
96,018
|
|
||
|
Other liabilities
|
|
165,354
|
|
|
161,889
|
|
||
|
Total liabilities
|
|
3,980,556
|
|
|
4,016,831
|
|
||
|
|
|
|
|
|
||||
|
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
Equity:
|
|
|
|
|
||||
|
Equity attributable to common shareholders:
|
|
|
|
|
||||
|
Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 237,729,900 and 237,630,409 shares issued and outstanding at December 31, 2018 and 2017, respectively
|
|
2,377
|
|
|
2,376
|
|
||
|
Additional paid in capital
|
|
4,611,419
|
|
|
4,609,316
|
|
||
|
Cumulative net income
|
|
2,140,796
|
|
|
1,766,495
|
|
||
|
Cumulative other comprehensive income
|
|
(266
|
)
|
|
87,231
|
|
||
|
Cumulative distributions
|
|
(3,731,214
|
)
|
|
(3,360,468
|
)
|
||
|
Total equity attributable to common shareholders
|
|
3,023,112
|
|
|
3,104,950
|
|
||
|
Noncontrolling interest:
|
|
|
|
|
||||
|
Total equity attributable to noncontrolling interest
|
|
156,758
|
|
|
172,238
|
|
||
|
Total equity
|
|
3,179,870
|
|
|
3,277,188
|
|
||
|
Total liabilities and equity
|
|
$
|
7,160,426
|
|
|
$
|
7,294,019
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Rental income
|
|
$
|
700,641
|
|
|
$
|
681,022
|
|
|
$
|
666,200
|
|
|
Residents fees and services
|
|
416,523
|
|
|
393,707
|
|
|
391,822
|
|
|||
|
Total revenues
|
|
1,117,164
|
|
|
1,074,729
|
|
|
1,058,022
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Property operating expenses
|
|
451,581
|
|
|
413,492
|
|
|
399,790
|
|
|||
|
Depreciation and amortization
|
|
286,235
|
|
|
276,861
|
|
|
287,831
|
|
|||
|
General and administrative
|
|
85,885
|
|
|
103,694
|
|
|
46,559
|
|
|||
|
Acquisition and certain other transaction related costs
|
|
194
|
|
|
403
|
|
|
2,085
|
|
|||
|
Impairment of assets
|
|
66,346
|
|
|
5,082
|
|
|
18,674
|
|
|||
|
Total expenses
|
|
890,241
|
|
|
799,532
|
|
|
754,939
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Gain on sale of properties
|
|
261,916
|
|
|
46,055
|
|
|
4,061
|
|
|||
|
Dividend income
|
|
2,901
|
|
|
2,637
|
|
|
2,108
|
|
|||
|
Unrealized losses on equity securities
|
|
(20,724
|
)
|
|
—
|
|
|
—
|
|
|||
|
Interest and other income
|
|
667
|
|
|
406
|
|
|
430
|
|
|||
|
Interest expense
|
|
(179,287
|
)
|
|
(165,019
|
)
|
|
(167,574
|
)
|
|||
|
Loss on early extinguishment of debt
|
|
(22
|
)
|
|
(7,627
|
)
|
|
(526
|
)
|
|||
|
Income from continuing operations before income tax expense and equity in earnings of an investee
|
|
292,374
|
|
|
151,649
|
|
|
141,582
|
|
|||
|
Income tax expense
|
|
(476
|
)
|
|
(454
|
)
|
|
(424
|
)
|
|||
|
Equity in earnings of an investee
|
|
516
|
|
|
608
|
|
|
137
|
|
|||
|
Net income
|
|
292,414
|
|
|
151,803
|
|
|
141,295
|
|
|||
|
Net income attributable to noncontrolling interest
|
|
(5,542
|
)
|
|
(4,193
|
)
|
|
—
|
|
|||
|
Net income attributable to common shareholders
|
|
$
|
286,872
|
|
|
$
|
147,610
|
|
|
$
|
141,295
|
|
|
|
|
|
|
|
|
|
||||||
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
|
Unrealized gain on investments in equity securities, net
|
|
—
|
|
|
47,138
|
|
|
64,139
|
|
|||
|
Amounts reclassified from cumulative other comprehensive income to net income
|
|
—
|
|
|
5,082
|
|
|
2,795
|
|
|||
|
Equity in unrealized (loss) gain of an investee
|
|
(68
|
)
|
|
462
|
|
|
152
|
|
|||
|
Other comprehensive (loss) income
|
|
(68
|
)
|
|
52,682
|
|
|
67,086
|
|
|||
|
Comprehensive income
|
|
292,346
|
|
|
204,485
|
|
|
208,381
|
|
|||
|
Comprehensive income attributable to noncontrolling interest
|
|
(5,542
|
)
|
|
(4,193
|
)
|
|
—
|
|
|||
|
Comprehensive income attributable to common shareholders
|
|
$
|
286,804
|
|
|
$
|
200,292
|
|
|
$
|
208,381
|
|
|
|
|
|
|
|
|
|
||||||
|
Weighted average common shares outstanding (basic)
|
|
237,511
|
|
|
237,420
|
|
|
237,345
|
|
|||
|
Weighted average common shares outstanding (diluted)
|
|
237,546
|
|
|
237,452
|
|
|
237,382
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Per common share amounts (basic and diluted)
|
|
|
|
|
|
|
||||||
|
Net income attributable to common shareholders
|
|
$
|
1.21
|
|
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
|
|
Number of
Shares
|
|
Common
Shares
|
|
Additional
Paid in
Capital
|
|
Cumulative
Net Income
|
|
Cumulative
Distributions
|
|
Cumulative Other
Comprehensive
Income (Loss)
|
|
Total Equity Attributable to Common Shareholders
|
|
Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||||||
|
Balance at December 31, 2015:
|
|
237,471,559
|
|
|
$
|
2,375
|
|
|
$
|
4,531,703
|
|
|
$
|
1,477,590
|
|
|
$
|
(2,619,371
|
)
|
|
$
|
(32,537
|
)
|
|
$
|
3,359,760
|
|
|
$
|
—
|
|
|
$
|
3,359,760
|
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,295
|
|
|
—
|
|
|
67,086
|
|
|
208,381
|
|
|
—
|
|
|
208,381
|
|
||||||||
|
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370,489
|
)
|
|
—
|
|
|
(370,489
|
)
|
|
—
|
|
|
(370,489
|
)
|
||||||||
|
Share grants
|
|
92,150
|
|
|
1
|
|
|
2,204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,205
|
|
|
—
|
|
|
2,205
|
|
||||||||
|
Share repurchases
|
|
(19,230
|
)
|
|
(1
|
)
|
|
(451
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(452
|
)
|
|
—
|
|
|
(452
|
)
|
||||||||
|
Balance at December 31, 2016:
|
|
237,544,479
|
|
|
2,375
|
|
|
4,533,456
|
|
|
1,618,885
|
|
|
(2,989,860
|
)
|
|
34,549
|
|
|
3,199,405
|
|
|
—
|
|
|
3,199,405
|
|
||||||||
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,610
|
|
|
—
|
|
|
52,682
|
|
|
200,292
|
|
|
4,193
|
|
|
204,485
|
|
||||||||
|
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370,608
|
)
|
|
—
|
|
|
(370,608
|
)
|
|
—
|
|
|
(370,608
|
)
|
||||||||
|
Share grants
|
|
103,100
|
|
|
1
|
|
|
2,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,130
|
|
|
—
|
|
|
2,130
|
|
||||||||
|
Share repurchases
|
|
(17,170
|
)
|
|
—
|
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(341
|
)
|
|
—
|
|
|
(341
|
)
|
||||||||
|
Contributions from noncontrolling interest
|
|
—
|
|
|
—
|
|
|
74,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,072
|
|
|
181,859
|
|
|
255,931
|
|
||||||||
|
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,814
|
)
|
|
(13,814
|
)
|
||||||||
|
Balance at December 31, 2017:
|
|
237,630,409
|
|
|
2,376
|
|
|
4,609,316
|
|
|
1,766,495
|
|
|
(3,360,468
|
)
|
|
87,231
|
|
|
3,104,950
|
|
|
172,238
|
|
|
3,277,188
|
|
||||||||
|
Cumulative adjustment upon adoption of ASU No. 2016-01
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,429
|
|
|
—
|
|
|
(87,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Balance at January 1, 2018:
|
|
237,630,409
|
|
|
2,376
|
|
|
4,609,316
|
|
|
1,853,924
|
|
|
(3,360,468
|
)
|
|
(198
|
)
|
|
3,104,950
|
|
|
172,238
|
|
|
3,277,188
|
|
||||||||
|
Comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,872
|
|
|
—
|
|
|
(68
|
)
|
|
286,804
|
|
|
5,542
|
|
|
292,346
|
|
||||||||
|
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370,746
|
)
|
|
—
|
|
|
(370,746
|
)
|
|
—
|
|
|
(370,746
|
)
|
||||||||
|
Share grants
|
|
123,800
|
|
|
1
|
|
|
2,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,515
|
|
|
—
|
|
|
2,515
|
|
||||||||
|
Share repurchases
|
|
(24,309
|
)
|
|
—
|
|
|
(411
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(411
|
)
|
|
—
|
|
|
(411
|
)
|
||||||||
|
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,022
|
)
|
|
(21,022
|
)
|
||||||||
|
Balance at December 31, 2018:
|
|
237,729,900
|
|
|
$
|
2,377
|
|
|
$
|
4,611,419
|
|
|
$
|
2,140,796
|
|
|
$
|
(3,731,214
|
)
|
|
$
|
(266
|
)
|
|
$
|
3,023,112
|
|
|
$
|
156,758
|
|
|
$
|
3,179,870
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
|
Net income
|
|
$
|
292,414
|
|
|
$
|
151,803
|
|
|
$
|
141,295
|
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
|
286,235
|
|
|
276,861
|
|
|
287,831
|
|
|||
|
Net amortization of debt discounts, premiums and deferred financing fees
|
|
6,221
|
|
|
5,282
|
|
|
5,729
|
|
|||
|
Straight line rental income
|
|
(10,227
|
)
|
|
(13,958
|
)
|
|
(17,604
|
)
|
|||
|
Amortization of acquired real estate leases and other intangible assets
|
|
(5,787
|
)
|
|
(5,349
|
)
|
|
(4,941
|
)
|
|||
|
Loss on early extinguishment of debt
|
|
22
|
|
|
7,627
|
|
|
526
|
|
|||
|
Impairment of assets
|
|
66,346
|
|
|
5,082
|
|
|
18,674
|
|
|||
|
Other non-cash adjustments
|
|
(3,772
|
)
|
|
(3,772
|
)
|
|
(3,772
|
)
|
|||
|
Gain on sale of properties
|
|
(261,916
|
)
|
|
(46,055
|
)
|
|
(4,061
|
)
|
|||
|
Unrealized losses on equity securities
|
|
20,724
|
|
|
—
|
|
|
—
|
|
|||
|
Equity in earnings of an investee
|
|
(516
|
)
|
|
(608
|
)
|
|
(137
|
)
|
|||
|
Change in assets and liabilities:
|
|
|
|
|
|
|
||||||
|
Other assets
|
|
(3,586
|
)
|
|
(5,197
|
)
|
|
(1,548
|
)
|
|||
|
Accrued interest
|
|
8,195
|
|
|
(484
|
)
|
|
1,497
|
|
|||
|
Other liabilities
|
|
(1,513
|
)
|
|
48,072
|
|
|
992
|
|
|||
|
Net cash provided by operating activities
|
|
392,840
|
|
|
419,304
|
|
|
424,481
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
|
Real estate acquisitions and deposits
|
|
(129,494
|
)
|
|
(159,290
|
)
|
|
(227,072
|
)
|
|||
|
Real estate improvements
|
|
(103,804
|
)
|
|
(117,213
|
)
|
|
(99,663
|
)
|
|||
|
Proceeds from sale of properties
|
|
332,389
|
|
|
55,068
|
|
|
33,866
|
|
|||
|
Net cash provided by (used in) investing activities
|
|
99,091
|
|
|
(221,435
|
)
|
|
(292,869
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
|
Proceeds from issuance of senior unsecured notes, net
|
|
491,560
|
|
|
—
|
|
|
250,000
|
|
|||
|
Proceeds from borrowings on revolving credit facility
|
|
727,000
|
|
|
764,000
|
|
|
662,000
|
|
|||
|
Proceeds from issuance of secured debt
|
|
—
|
|
|
—
|
|
|
620,000
|
|
|||
|
Repayments of borrowings on revolving credit facility
|
|
(1,184,000
|
)
|
|
(495,000
|
)
|
|
(1,110,000
|
)
|
|||
|
Repayment of other debt
|
|
(107,116
|
)
|
|
(313,964
|
)
|
|
(178,418
|
)
|
|||
|
Loss on early extinguishment of debt settled in cash
|
|
(150
|
)
|
|
(5,485
|
)
|
|
(470
|
)
|
|||
|
Payment of debt issuance costs
|
|
(4,296
|
)
|
|
(6,845
|
)
|
|
(12,016
|
)
|
|||
|
Repurchase of common shares
|
|
(411
|
)
|
|
(341
|
)
|
|
(452
|
)
|
|||
|
Proceeds from noncontrolling interest, net
|
|
—
|
|
|
255,931
|
|
|
—
|
|
|||
|
Distributions to noncontrolling interest
|
|
(21,022
|
)
|
|
(13,814
|
)
|
|
—
|
|
|||
|
Distributions to shareholders
|
|
(370,746
|
)
|
|
(370,608
|
)
|
|
(370,489
|
)
|
|||
|
Net cash used in financing activities
|
|
(469,181
|
)
|
|
(186,126
|
)
|
|
(139,845
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Increase (decrease) in cash and cash equivalents and restricted cash
|
|
22,750
|
|
|
11,743
|
|
|
(8,233
|
)
|
|||
|
Cash and cash equivalents and restricted cash at beginning of period
|
|
47,321
|
|
|
35,578
|
|
|
43,811
|
|
|||
|
Cash and cash equivalents and restricted cash at end of period
|
|
$
|
70,071
|
|
|
$
|
47,321
|
|
|
$
|
35,578
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
|
Interest paid
|
|
$
|
164,996
|
|
|
$
|
160,221
|
|
|
$
|
160,348
|
|
|
Income taxes paid
|
|
$
|
474
|
|
|
$
|
441
|
|
|
$
|
435
|
|
|
|
|
|
|
|
|
|
||||||
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
|
Acquisitions funded by assumed debt
|
|
$
|
(44,386
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||
|
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
|
Assumption of mortgage notes payable
|
|
$
|
44,386
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Cash and cash equivalents
|
|
$
|
54,976
|
|
|
$
|
31,238
|
|
|
$
|
31,749
|
|
|
Restricted cash
|
|
15,095
|
|
|
16,083
|
|
|
3,829
|
|
|||
|
Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
|
$
|
70,071
|
|
|
$
|
47,321
|
|
|
$
|
35,578
|
|
|
Date
|
Location
|
|
Number
of
Properties
|
|
Number of Buildings
|
|
Square
Feet (000's)
|
|
Cash Paid
plus
Assumed
Debt
|
|
Land
|
|
Buildings
and
Improvements
|
|
Acquired
Real Estate
Leases
|
|
Acquired
Real Estate
Lease
Obligations
|
|
Assumed
Debt
|
|||||||||||||||
|
MOB acquisitions during the year ended December 31, 2018:
|
||||||||||||||||||||||||||||||||||
|
January 2018
|
3 States
|
|
3
|
|
|
3
|
|
|
400
|
|
|
$
|
91,698
|
|
(1)
|
$
|
16,873
|
|
|
$
|
54,605
|
|
|
$
|
20,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
March 2018
|
Virginia
|
|
1
|
|
|
1
|
|
|
135
|
|
|
23,275
|
|
(1)
|
2,863
|
|
|
11,105
|
|
|
9,307
|
|
|
—
|
|
|
(11,050
|
)
|
||||||
|
|
|
|
4
|
|
|
4
|
|
|
535
|
|
|
$
|
114,973
|
|
|
$
|
19,736
|
|
|
$
|
65,710
|
|
|
$
|
29,527
|
|
|
$
|
—
|
|
|
$
|
(11,050
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
MOB acquisitions during the year ended December 31, 2017:
|
||||||||||||||||||||||||||||||||||
|
January 2017
|
Kansas
|
|
1
|
|
|
1
|
|
|
117
|
|
|
$
|
15,106
|
|
(1)
|
$
|
1,522
|
|
|
$
|
7,246
|
|
|
$
|
6,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
July 2017
|
Maryland
|
|
1
|
|
|
1
|
|
|
59
|
|
|
16,601
|
|
(1)
|
6,138
|
|
|
6,526
|
|
|
3,937
|
|
|
—
|
|
|
—
|
|
||||||
|
October 2017
|
2 States
|
|
2
|
|
|
2
|
|
|
255
|
|
|
38,794
|
|
(1)
|
6,738
|
|
|
25,040
|
|
|
7,016
|
|
|
—
|
|
|
—
|
|
||||||
|
November 2017
|
California
|
|
1
|
|
|
1
|
|
|
63
|
|
|
26,823
|
|
(1)
|
7,957
|
|
|
13,430
|
|
|
5,436
|
|
|
—
|
|
|
—
|
|
||||||
|
December 2017
|
Virginia
|
|
1
|
|
|
1
|
|
|
136
|
|
|
15,844
|
|
(1)
|
3,263
|
|
|
7,615
|
|
|
4,986
|
|
|
(20
|
)
|
|
—
|
|
||||||
|
|
|
|
6
|
|
|
6
|
|
|
630
|
|
|
$
|
113,168
|
|
|
$
|
25,618
|
|
|
$
|
59,857
|
|
|
$
|
27,713
|
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
MOB acquisitions during the year ended December 31, 2016:
|
||||||||||||||||||||||||||||||||||
|
February 2016
|
Minnesota
|
|
1
|
|
|
3
|
|
|
128
|
|
|
$
|
22,700
|
|
(2)
|
$
|
4,028
|
|
|
$
|
14,710
|
|
|
$
|
5,053
|
|
|
$
|
(1,091
|
)
|
|
$
|
—
|
|
|
May 2016
|
Florida
|
|
1
|
|
|
1
|
|
|
166
|
|
|
45,232
|
|
(1)
|
2,792
|
|
|
42,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
October 2016
|
Ohio
|
|
1
|
|
|
1
|
|
|
96
|
|
|
18,500
|
|
(2)
|
1,025
|
|
|
12,883
|
|
|
4,592
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
3
|
|
|
5
|
|
|
390
|
|
|
$
|
86,432
|
|
|
$
|
7,845
|
|
|
$
|
70,033
|
|
|
$
|
9,645
|
|
|
$
|
(1,091
|
)
|
|
$
|
—
|
|
|
(1)
|
Cash paid plus assumed debt, if any, includes closing costs as these acquisitions are accounted for as acquisitions of assets.
|
|
(2)
|
Cash paid plus assumed debt, if any, excludes closing costs as these acquisitions are accounted for as business combinations.
|
|
Date
|
Location
|
Leased /
Managed
|
Number
of
Properties
|
|
Units
|
|
Cash Paid
plus
Assumed
Debt
|
|
Land
|
|
Buildings
and
Improvements
|
|
FF&E
|
|
Acquired
Real Estate
Leases
|
|
Assumed
Debt
|
|
Premium
on Assumed
Debt
|
||||||||||||||||
|
Senior Living Community Acquisitions during the year ended December 31, 2018:
|
|||||||||||||||||||||||||||||||||||
|
January 2018
|
Tennessee
|
Managed
|
1
|
|
|
88
|
|
|
$
|
19,868
|
|
(1)
|
$
|
580
|
|
|
$
|
14,884
|
|
|
$
|
1,209
|
|
|
$
|
3,195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
February 2018
|
Arizona
|
Managed
|
1
|
|
|
127
|
|
|
22,622
|
|
(1)
|
2,017
|
|
|
17,123
|
|
|
390
|
|
|
4,451
|
|
|
(16,748
|
)
|
|
(1,359
|
)
|
|||||||
|
June 2018
|
Tennessee
|
Managed
|
2
|
|
|
151
|
|
|
23,860
|
|
(1)
|
965
|
|
|
17,910
|
|
|
1,628
|
|
|
3,843
|
|
|
(16,588
|
)
|
|
(486
|
)
|
|||||||
|
|
|
|
4
|
|
|
366
|
|
|
$
|
66,350
|
|
|
$
|
3,562
|
|
|
$
|
49,917
|
|
|
$
|
3,227
|
|
|
$
|
11,489
|
|
|
$
|
(33,336
|
)
|
|
$
|
(1,845
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Senior Living Community Acquisitions during the year ended December 31, 2017:
|
|||||||||||||||||||||||||||||||||||
|
December 2017
|
2 States
|
Managed
|
2
|
|
|
229
|
|
|
$
|
39,457
|
|
(1)
|
$
|
4,055
|
|
|
$
|
26,424
|
|
|
$
|
1,204
|
|
|
$
|
7,774
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Senior Living Community Acquisitions during the year ended December 31, 2016:
|
|||||||||||||||||||||||||||||||||||
|
May 2016
|
Georgia
|
Managed
|
1
|
|
|
38
|
|
|
$
|
8,400
|
|
(2)
|
$
|
327
|
|
|
$
|
6,195
|
|
|
$
|
478
|
|
|
$
|
1,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
June 2016
|
4 States
|
Leased
|
7
|
|
|
545
|
|
|
112,493
|
|
(1)
|
11,085
|
|
|
94,940
|
|
|
6,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
December 2016
|
Illinois
|
Leased
|
2
|
|
|
126
|
|
|
18,601
|
|
(2)
|
1,814
|
|
|
13,377
|
|
|
1,087
|
|
|
2,323
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
10
|
|
|
709
|
|
|
$
|
139,494
|
|
|
$
|
13,226
|
|
|
$
|
114,512
|
|
|
$
|
8,033
|
|
|
$
|
3,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Cash paid plus assumed debt, if any, includes closing costs as these acquisitions are accounted for as acquisitions of assets.
|
|
(2)
|
Cash paid plus assumed debt, if any, excludes closing costs as these acquisitions are accounted for as business combinations.
|
|
|
Number of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
|
Unvested shares at December 31, 2015
|
158,874
|
|
|
$
|
19.39
|
|
|
Shares granted in 2016
|
92,150
|
|
|
$
|
21.18
|
|
|
Shares vested / forfeited in 2016
|
(97,614
|
)
|
|
$
|
21.09
|
|
|
Unvested shares at December 31, 2016
|
153,410
|
|
|
$
|
19.92
|
|
|
Shares granted in 2017
|
103,100
|
|
|
$
|
19.99
|
|
|
Shares vested / forfeited in 2017
|
(108,500
|
)
|
|
$
|
20.05
|
|
|
Unvested shares at December 31, 2017
|
148,010
|
|
|
$
|
19.71
|
|
|
Shares granted in 2018
|
123,800
|
|
|
$
|
18.72
|
|
|
Shares vested / forfeited in 2018
|
(109,820
|
)
|
|
$
|
18.31
|
|
|
Unvested shares at December 31, 2018
|
161,990
|
|
|
$
|
19.41
|
|
|
•
|
Lease No. 1, which expires in 2024 and includes
82
independent living communities, assisted living communities and SNFs.
|
|
•
|
Lease No. 2, which expires in 2026 and includes
47
independent living communities, assisted living communities and SNFs.
|
|
•
|
Lease No. 3, which expires in 2028 and includes
17
independent living communities and assisted living communities.
|
|
•
|
Lease No. 4, which expires in 2032 and includes
29
independent living communities, assisted living communities and SNFs.
|
|
•
|
Lease No. 5, which expires in 2028 and includes
nine
assisted living communities.
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||
|
|
|
Carrying Value of Investment
(1)
|
|
% of Total
|
|
Carrying Value of Investment
(1)
|
|
% of Total
|
||||||
|
Five Star
|
|
$
|
2,253,853
|
|
|
26.7
|
%
|
|
$
|
2,330,630
|
|
|
27.5
|
%
|
|
All others
|
|
6,174,791
|
|
|
73.3
|
%
|
|
6,144,320
|
|
|
72.5
|
%
|
||
|
|
|
$
|
8,428,644
|
|
|
100.0
|
%
|
|
$
|
8,474,950
|
|
|
100.0
|
%
|
|
(1)
|
Represents the gross book value of real estate assets before depreciation and purchase price allocations, less impairment write downs, if any. Five Star also manages our managed senior living communities. The carrying value of investment for those communities is included in the "All others" category.
|
|
|
|
Year Ended
|
|
Year Ended
|
||||||||||
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
|
|
Total Revenues
(1)
|
|
% of Total
|
|
Total Revenues
(1)
|
|
% of Total
|
||||||
|
Five Star
|
|
$
|
212,622
|
|
|
19.0
|
%
|
|
$
|
210,539
|
|
|
19.6
|
%
|
|
All others
|
|
904,542
|
|
|
81.0
|
%
|
|
864,280
|
|
|
80.4
|
%
|
||
|
|
|
$
|
1,117,164
|
|
|
100.0
|
%
|
|
$
|
1,074,819
|
|
|
100.0
|
%
|
|
(1)
|
Five Star also manages our managed senior living communities. Our revenues from those communities are included in the “All others” category.
|
|
•
|
a management fee equal to either
3.0%
or
5.0%
of the gross revenues realized at the applicable communities,
|
|
•
|
reimbursement for its direct costs and expenses related to such communities,
|
|
•
|
an annual incentive fee equal to either
35.0%
or
20.0%
of the annual net operating income of such communities remaining after we realize an annual minimum return equal to either
8.0%
or
7.0%
of our invested capital, or, in the case of certain of the communities, a specified amount plus
7.0%
of our invested capital since December 31, 2015, and
|
|
•
|
a fee for its management of capital expenditure projects equal to
3.0%
of amounts funded by us.
|
|
•
|
Base Management Fee
. The annual base management fee payable to RMR LLC by us for each applicable period is equal to the lesser of:
|
|
◦
|
the sum of (a)
0.5%
of the daily weighted average of the aggregate book value of our real estate assets owned by us or our subsidiaries as of October 12, 1999, or the Transferred Assets, plus (b)
0.7%
of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to
$250,000
, plus (c)
0.5%
of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding
$250,000
; and
|
|
◦
|
the sum of (a)
0.7%
of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to
$250,000
, plus (b)
0.5%
of our Average Market Capitalization exceeding
$250,000
.
|
|
•
|
Incentive Management Fee
. The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:
|
|
•
|
An amount, subject to a cap, based on the value of our common shares outstanding, equal to
12.0%
of the product of:
|
|
◦
|
our equity market capitalization on the last trading day of the year immediately prior to the relevant
three
year measurement period, and
|
|
◦
|
the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the SNL U.S. REIT Healthcare Index, or the benchmark return per share, for the relevant measurement period.
|
|
◦
|
The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if additional common shares are issued during the measurement period.
|
|
◦
|
No
incentive management fee is payable by us unless our total return per share during the measurement period is positive.
|
|
◦
|
The measurement periods are
three
year periods ending with the year for which the incentive management fee is being calculated.
|
|
◦
|
If our total return per share exceeds
12.0%
per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the SNL U.S. REIT Healthcare Index for such measurement period and
12.0%
per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between
200
basis points and
500
basis points below the SNL U.S. REIT Healthcare Index by a low return factor, as defined in the business management agreement, and there will be
no
incentive management fee paid if, in these instances, our total return per share is more than
500
basis points below the SNL U.S. REIT Healthcare Index.
|
|
◦
|
The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent
1.5%
of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the
10
consecutive trading days having the highest average closing prices during the final
30
trading days of the relevant measurement period.
|
|
◦
|
Incentive management fees we paid to RMR LLC for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.
|
|
•
|
so long as we remain a REIT, Five Star may not waive the share ownership restrictions in its charter that prohibit any person or group from acquiring more than
9.8%
(in value or number of shares, whichever is more restrictive) of the outstanding shares of any class of Five Star stock without our consent;
|
|
•
|
so long as Five Star is our tenant or manager, Five Star will not permit nor take any action that, in our reasonable judgment, might jeopardize our qualification for taxation as a REIT;
|
|
•
|
we have the right to terminate our leases and management agreements with Five Star upon the acquisition by a person or group of more than
9.8%
of Five Star’s voting stock or other change in control events, as defined therein affecting Five Star, including the adoption of any shareholder proposal (other than a precatory proposal) or the election to Five Star’s board of directors of any individual, if such proposal or individual was not approved, nominated or appointed, as the case may be, by a majority of Five Star’s directors in office immediately prior to the making of such proposal or the nomination or appointment of such individual; and
|
|
•
|
so long as Five Star is our tenant or manager or has a business management agreement with RMR LLC, Five Star will not acquire or finance any real estate of a type then owned or financed by us or any other company managed by RMR LLC without first giving us or such company managed by RMR LLC, as applicable, the opportunity to acquire or finance that real estate.
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|||||||||||||
|
Senior Unsecured Notes
|
|
Coupon
|
|
Maturity
|
|
Face
Amount
|
|
Unamortized
Discount
|
|
Face
Amount
|
|
Unamortized
Discount
|
|||||||||
|
Senior unsecured notes
|
|
3.250
|
%
|
|
May 19
|
|
$
|
400,000
|
|
|
$
|
19
|
|
|
$
|
400,000
|
|
|
$
|
78
|
|
|
Senior unsecured notes
|
|
6.750
|
%
|
|
Apr 20
|
|
200,000
|
|
|
274
|
|
|
200,000
|
|
|
488
|
|
||||
|
Senior unsecured notes
|
|
6.750
|
%
|
|
Dec 21
|
|
300,000
|
|
|
1,558
|
|
|
300,000
|
|
|
2,093
|
|
||||
|
Senior unsecured notes
|
|
4.750
|
%
|
|
May 24
|
|
250,000
|
|
|
421
|
|
|
250,000
|
|
|
500
|
|
||||
|
Senior unsecured notes
|
|
4.750
|
%
|
|
Feb 28
|
|
500,000
|
|
|
7,702
|
|
|
—
|
|
|
—
|
|
||||
|
Senior unsecured notes
|
|
5.625
|
%
|
|
Aug 42
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
||||
|
Senior unsecured notes
|
|
6.250
|
%
|
|
Feb 46
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
||||
|
Total senior unsecured notes
|
|
|
|
|
|
$
|
2,250,000
|
|
|
$
|
9,974
|
|
|
$
|
1,750,000
|
|
|
$
|
3,159
|
|
|
|
|
|
Principal Balance as of
December 31,
|
|
|
|
|
|
Number of
Properties as
Collateral
|
|
Net Book Value of Collateral
as of December 31,
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Secured and Other Debt
|
|
2018
(1)
|
|
2017
(1)
|
|
Interest
Rate
|
|
Maturity
|
|
At December 31, 2018
|
|
2018
|
|
2017
|
||||||||||
|
Mortgage notes
(2)
|
|
$
|
—
|
|
|
$
|
12,552
|
|
|
6.31
|
%
|
|
Oct 18
|
|
—
|
|
|
$
|
—
|
|
|
$
|
16,470
|
|
|
Mortgage notes
(2)
|
|
—
|
|
|
11,858
|
|
|
6.24
|
%
|
|
Oct 18
|
|
—
|
|
|
—
|
|
|
15,025
|
|
||||
|
Mortgage note
(2)
|
|
—
|
|
|
67,749
|
|
|
4.47
|
%
|
|
Oct 18
|
|
—
|
|
|
—
|
|
|
175,975
|
|
||||
|
Mortgage note
(2)
|
|
—
|
|
|
6,430
|
|
|
4.69
|
%
|
|
Jan 19
|
|
—
|
|
|
—
|
|
|
9,477
|
|
||||
|
Mortgage note
|
|
42,618
|
|
|
43,558
|
|
|
3.79
|
%
|
|
Jul 19
|
|
4
|
|
|
61,199
|
|
|
62,596
|
|
||||
|
Mortgage note
|
|
2,037
|
|
|
2,603
|
|
|
7.49
|
%
|
|
Jan 22
|
|
1
|
|
|
14,602
|
|
|
15,099
|
|
||||
|
Mortgage note
|
|
13,146
|
|
|
13,741
|
|
|
6.28
|
%
|
|
Jul 22
|
|
1
|
|
|
24,064
|
|
|
24,414
|
|
||||
|
Mortgage note
|
|
11,180
|
|
|
11,392
|
|
|
4.85
|
%
|
|
Oct 22
|
|
1
|
|
|
20,602
|
|
|
21,065
|
|
||||
|
Mortgage note
|
|
16,441
|
|
|
—
|
|
|
5.75
|
%
|
|
Oct 22
|
|
2
|
|
|
20,342
|
|
|
—
|
|
||||
|
Mortgage note
|
|
16,442
|
|
|
—
|
|
|
6.64
|
%
|
|
Jun 23
|
|
1
|
|
|
20,538
|
|
|
—
|
|
||||
|
Mortgage notes
(3)
|
|
620,000
|
|
|
620,000
|
|
|
3.53
|
%
|
|
Aug 26
|
|
1
|
|
|
745,079
|
|
|
764,622
|
|
||||
|
Mortgage note
|
|
1,983
|
|
|
2,395
|
|
|
6.25
|
%
|
|
Feb 33
|
|
1
|
|
|
4,402
|
|
|
4,473
|
|
||||
|
Mortgage note
|
|
10,901
|
|
|
—
|
|
|
4.44
|
%
|
|
Jul 43
|
|
1
|
|
|
13,816
|
|
|
—
|
|
||||
|
Mortgage note
(2)
|
|
—
|
|
|
4,338
|
|
|
4.38
|
%
|
|
Sep 43
|
|
—
|
|
|
—
|
|
|
7,290
|
|
||||
|
Capital Leases
|
|
9,832
|
|
|
10,694
|
|
|
7.70
|
%
|
|
Apr 26
|
|
2
|
|
|
17,970
|
|
|
18,525
|
|
||||
|
Total secured
|
|
$
|
744,580
|
|
|
$
|
807,310
|
|
|
|
|
|
|
15
|
|
|
$
|
942,614
|
|
|
$
|
1,135,031
|
|
|
|
(1)
|
The principal balances are the amounts stated in the contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts. As of December 31,
2018
and
2017
, the unamortized net premiums and debt issuance costs on certain of these mortgages were
$394
and
$1,906
, respectively.
|
|
(2)
|
In 2018, we prepaid these debts.
|
|
(3)
|
In July 2016, we entered loan agreements and obtained an aggregate
$620,000
secured debt financing that matures in August 2026. These loans are secured by
one
MOB (
two
buildings). The property encumbered by these mortgages is owned by a joint venture in which we own a
55%
equity interest.
|
|
Year
|
|
Principal Payment
|
|
|
|
|
2019
|
|
$
|
446,140
|
|
|
|
2020
|
|
553,785
|
|
|
|
|
2021
|
|
304,083
|
|
|
|
|
2022
|
|
378,357
|
|
|
|
|
2023
|
|
16,657
|
|
|
|
|
Thereafter
|
|
1,984,558
|
|
(1)
|
|
|
|
|
|
|
||
|
|
|
$
|
3,683,580
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
||||||||
|
|
|
Total as of
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Unobservable
|
||||||||
|
|
|
December 31,
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Inputs
|
||||||||
|
Description
|
|
2018
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
Recurring Fair Value Measurements
|
|
|
|
|
|
|
|
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
||||||||
|
Investment in RMR Inc.
(1)
|
|
$
|
139,994
|
|
|
$
|
139,994
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Investment in Five Star
(2)
|
|
$
|
2,033
|
|
|
$
|
2,033
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Our
2,637,408
shares of class A common stock of RMR Inc., which are included in investments in equity securities in our consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is
$69,826
as of year ended
December 31, 2018
. During the year ended
December 31, 2018
, we recorded an unrealized loss of
$16,404
to adjust the carrying value of our investment in RMR Inc. class A common shares to their fair value.
|
|
(2)
|
Our
4,235,000
common shares of Five Star, which are included in investments in equity securities in our consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our adjusted cost basis for these shares is
$6,353
as of the year ended
December 31, 2018
. During the year ended
December 31, 2018
, we recorded an unrealized loss of
$4,320
, to adjust the carrying value of our investment in Five Star common shares to their fair value.
|
|
|
|
|
|
|
|
|
|
Significant
|
||||||||
|
|
|
Total as of
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Unobservable
|
||||||||
|
|
|
December 31,
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Inputs
|
||||||||
|
Description
|
|
2018
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
Non-Recurring Fair Value Measurements
|
|
|
|
|
|
|
|
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
||||||||
|
Real estate properties held for sale
|
|
$
|
1,928
|
|
|
$
|
—
|
|
|
$
|
1,928
|
|
|
$
|
—
|
|
|
Real estate properties at fair value
|
|
$
|
11,167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,167
|
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||
|
Description
|
|
Carrying Amount
(1)
|
|
Estimated Fair Value
|
|
Carrying Amount
(1)
|
|
Estimated Fair Value
|
||||||||
|
Senior unsecured notes
|
|
$
|
2,216,945
|
|
|
$
|
2,138,202
|
|
|
$
|
1,725,662
|
|
|
$
|
1,810,882
|
|
|
Secured debt
(2)
|
|
744,186
|
|
|
723,003
|
|
|
805,404
|
|
|
794,047
|
|
||||
|
|
|
$
|
2,961,131
|
|
|
$
|
2,861,205
|
|
|
$
|
2,531,066
|
|
|
$
|
2,604,929
|
|
|
(1)
|
Includes unamortized debt issuance costs, premiums and discounts.
|
|
(2)
|
We assumed certain of these secured debts in connection with our acquisitions of certain properties. We recorded the assumed mortgage notes at estimated fair value on the date of acquisition and we are amortizing the fair value adjustments, if any, to interest expense over the respective terms of the mortgage notes to reduce interest expense to the estimated market interest rates as of the date of acquisition.
|
|
|
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
|
|
|
MOBs
|
|
Triple Net Leased Senior Living Communities
|
|
Managed Senior Living Communities
|
|
All Other Operations
|
|
Consolidated
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Rental income
|
|
$
|
412,813
|
|
|
$
|
269,512
|
|
|
$
|
—
|
|
|
$
|
18,316
|
|
|
$
|
700,641
|
|
|
Residents fees and services
|
|
—
|
|
|
—
|
|
|
416,523
|
|
|
—
|
|
|
416,523
|
|
|||||
|
Total revenues
|
|
412,813
|
|
|
269,512
|
|
|
416,523
|
|
|
18,316
|
|
|
1,117,164
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Property operating expenses
|
|
127,732
|
|
|
—
|
|
|
323,849
|
|
|
—
|
|
|
451,581
|
|
|||||
|
Depreciation and amortization
|
|
141,477
|
|
|
80,277
|
|
|
60,689
|
|
|
3,792
|
|
|
286,235
|
|
|||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,885
|
|
|
85,885
|
|
|||||
|
Acquisition and certain other transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
194
|
|
|||||
|
Impairment of assets
|
|
46,797
|
|
|
19,549
|
|
|
—
|
|
|
—
|
|
|
66,346
|
|
|||||
|
Total expenses
|
|
316,006
|
|
|
99,826
|
|
|
384,538
|
|
|
89,871
|
|
|
890,241
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gain on sale of properties
|
|
—
|
|
|
261,916
|
|
|
—
|
|
|
—
|
|
|
261,916
|
|
|||||
|
Dividend income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,901
|
|
|
2,901
|
|
|||||
|
Unrealized losses on equity securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,724
|
)
|
|
(20,724
|
)
|
|||||
|
Interest and other income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
667
|
|
|
667
|
|
|||||
|
Interest expense
|
|
(24,360
|
)
|
|
(1,641
|
)
|
|
(4,477
|
)
|
|
(148,809
|
)
|
|
(179,287
|
)
|
|||||
|
Gain (loss) on early extinguishment of debt
|
|
—
|
|
|
76
|
|
|
(98
|
)
|
|
—
|
|
|
(22
|
)
|
|||||
|
Income (loss) from continuing operations before income tax expense and equity in earnings of an investee
|
|
72,447
|
|
|
430,037
|
|
|
27,410
|
|
|
(237,520
|
)
|
|
292,374
|
|
|||||
|
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
(476
|
)
|
|||||
|
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
516
|
|
|||||
|
Net income (loss)
|
|
72,447
|
|
|
430,037
|
|
|
27,410
|
|
|
(237,480
|
)
|
|
292,414
|
|
|||||
|
Net income attributable to noncontrolling interest
|
|
(5,542
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,542
|
)
|
|||||
|
Net income (loss) attributable to common shareholders
|
|
$
|
66,905
|
|
|
$
|
430,037
|
|
|
$
|
27,410
|
|
|
$
|
(237,480
|
)
|
|
$
|
286,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
As of December 31, 2018
|
||||||||||||||||||
|
|
|
MOBs
|
|
Triple Net Leased Senior Living Communities
|
|
Managed Senior Living Communities
|
|
All Other Operations
|
|
Consolidated
|
||||||||||
|
Total assets
|
|
$
|
3,344,581
|
|
|
$
|
2,044,939
|
|
|
$
|
1,395,657
|
|
|
$
|
375,249
|
|
|
$
|
7,160,426
|
|
|
|
|
For the Year Ended December 31, 2017
|
||||||||||||||||||
|
|
|
MOBs
|
|
Triple Net Leased Senior Living Communities
|
|
Managed Senior Living Communities
|
|
All Other Operations
|
|
Consolidated
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Rental income
|
|
$
|
382,127
|
|
|
$
|
280,641
|
|
|
$
|
—
|
|
|
$
|
18,254
|
|
|
$
|
681,022
|
|
|
Residents fees and services
|
|
—
|
|
|
—
|
|
|
393,707
|
|
|
—
|
|
|
393,707
|
|
|||||
|
Total revenues
|
|
382,127
|
|
|
280,641
|
|
|
393,707
|
|
|
18,254
|
|
|
1,074,729
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Property operating expenses
|
|
112,930
|
|
|
—
|
|
|
300,562
|
|
|
—
|
|
|
413,492
|
|
|||||
|
Depreciation and amortization
|
|
128,827
|
|
|
81,976
|
|
|
62,266
|
|
|
3,792
|
|
|
276,861
|
|
|||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,694
|
|
|
103,694
|
|
|||||
|
Acquisition and certain other transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403
|
|
|
403
|
|
|||||
|
Impairment of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,082
|
|
|
5,082
|
|
|||||
|
Total expenses
|
|
241,757
|
|
|
81,976
|
|
|
362,828
|
|
|
112,971
|
|
|
799,532
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gain on sale of properties
|
|
—
|
|
|
45,901
|
|
|
—
|
|
|
154
|
|
|
46,055
|
|
|||||
|
Dividend income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,637
|
|
|
2,637
|
|
|||||
|
Interest and other income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|
406
|
|
|||||
|
Interest expense
|
|
(24,919
|
)
|
|
(8,855
|
)
|
|
(4,685
|
)
|
|
(126,560
|
)
|
|
(165,019
|
)
|
|||||
|
Loss on early extinguishment of debt
|
|
(59
|
)
|
|
(7,294
|
)
|
|
—
|
|
|
(274
|
)
|
|
(7,627
|
)
|
|||||
|
Income (loss) from continuing operations before income tax expense and equity in earnings of an investee
|
|
115,392
|
|
|
228,417
|
|
|
26,194
|
|
|
(218,354
|
)
|
|
151,649
|
|
|||||
|
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(454
|
)
|
|
(454
|
)
|
|||||
|
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
608
|
|
|
608
|
|
|||||
|
Net income (loss)
|
|
115,392
|
|
|
228,417
|
|
|
26,194
|
|
|
(218,200
|
)
|
|
151,803
|
|
|||||
|
Net income attributable to noncontrolling interest
|
|
(4,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,193
|
)
|
|||||
|
Net income (loss) attributable to common shareholders
|
|
$
|
111,199
|
|
|
$
|
228,417
|
|
|
$
|
26,194
|
|
|
$
|
(218,200
|
)
|
|
$
|
147,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
As of December 31, 2017
|
||||||||||||||||||
|
|
|
MOBs
|
|
Triple Net Leased Senior Living Communities
|
|
Managed Senior Living Communities
|
|
All Other Operations
|
|
Consolidated
|
||||||||||
|
Total assets
|
|
$
|
3,367,485
|
|
|
$
|
2,251,756
|
|
|
$
|
1,273,757
|
|
|
$
|
401,021
|
|
|
$
|
7,294,019
|
|
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||
|
|
|
MOBs
|
|
Triple Net Leased Senior Living Communities
|
|
Managed Senior Living Communities
|
|
All Other Operations
|
|
Consolidated
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Rental income
|
|
$
|
372,233
|
|
|
$
|
275,697
|
|
|
$
|
—
|
|
|
$
|
18,270
|
|
|
$
|
666,200
|
|
|
Residents fees and services
|
|
—
|
|
|
—
|
|
|
391,822
|
|
|
—
|
|
|
391,822
|
|
|||||
|
Total revenues
|
|
372,233
|
|
|
275,697
|
|
|
391,822
|
|
|
18,270
|
|
|
1,058,022
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Property operating expenses
|
|
105,762
|
|
|
833
|
|
|
293,195
|
|
|
—
|
|
|
399,790
|
|
|||||
|
Depreciation and amortization
|
|
124,196
|
|
|
78,361
|
|
|
81,482
|
|
|
3,792
|
|
|
287,831
|
|
|||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,559
|
|
|
46,559
|
|
|||||
|
Acquisition and certain other transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,085
|
|
|
2,085
|
|
|||||
|
Impairment of assets
|
|
7,122
|
|
|
6,583
|
|
|
2,174
|
|
|
2,795
|
|
|
18,674
|
|
|||||
|
Total expenses
|
|
237,080
|
|
|
85,777
|
|
|
376,851
|
|
|
55,231
|
|
|
754,939
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gain on sale of properties
|
|
—
|
|
|
4,061
|
|
|
—
|
|
|
—
|
|
|
4,061
|
|
|||||
|
Dividend income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,108
|
|
|
2,108
|
|
|||||
|
Interest and other income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
430
|
|
|||||
|
Interest expense
|
|
(13,852
|
)
|
|
(24,795
|
)
|
|
(8,540
|
)
|
|
(120,387
|
)
|
|
(167,574
|
)
|
|||||
|
Loss on early extinguishment of debt
|
|
—
|
|
|
(467
|
)
|
|
(59
|
)
|
|
—
|
|
|
(526
|
)
|
|||||
|
Income (loss) from continuing operations before income tax expense and equity in earnings of an investee
|
|
121,301
|
|
|
168,719
|
|
|
6,372
|
|
|
(154,810
|
)
|
|
141,582
|
|
|||||
|
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
(424
|
)
|
|||||
|
Equity in earnings of an investee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
137
|
|
|||||
|
Net income (loss)
|
|
$
|
121,301
|
|
|
$
|
168,719
|
|
|
$
|
6,372
|
|
|
$
|
(155,097
|
)
|
|
$
|
141,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
As of December 31, 2016
|
||||||||||||||||||
|
|
|
MOBs
|
|
Triple Net Leased Senior Living Communities
|
|
Managed Senior Living Communities
|
|
All Other Operations
|
|
Consolidated
|
||||||||||
|
Total assets
|
|
$
|
3,333,141
|
|
|
$
|
2,289,045
|
|
|
$
|
1,260,032
|
|
|
$
|
345,536
|
|
|
$
|
7,227,754
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Current:
|
|
|
|
|
|
||||||
|
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
State
|
476
|
|
|
454
|
|
|
424
|
|
|||
|
|
476
|
|
|
454
|
|
|
424
|
|
|||
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Income tax provision
|
$
|
476
|
|
|
$
|
454
|
|
|
$
|
424
|
|
|
|
For the Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
|
Taxes at statutory U.S. federal income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
Nontaxable income of SNH
|
(21.0
|
)%
|
|
(35.0
|
)%
|
|
(35.0
|
)%
|
|
State and local income taxes, net of federal tax benefit
|
0.1
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
TCJA Adjustment
|
—
|
%
|
|
9.0
|
%
|
|
—
|
%
|
|
Change in valuation allowance
|
1.9
|
%
|
|
(6.5
|
)%
|
|
3.6
|
%
|
|
Other differences, net
|
(1.9
|
)%
|
|
(2.5
|
)%
|
|
(3.6
|
)%
|
|
Effective tax rate
|
0.1
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
|
For the Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Deferred tax assets:
|
|
|
|
||||
|
Deferred income
|
$
|
1,937
|
|
|
$
|
1,576
|
|
|
|
|
|
|
||||
|
Other
|
138
|
|
|
172
|
|
||
|
Tax loss carryforwards
|
29,648
|
|
|
24,925
|
|
||
|
|
31,723
|
|
|
26,673
|
|
||
|
Valuation allowance
|
(31,723
|
)
|
|
(26,673
|
)
|
||
|
|
—
|
|
|
—
|
|
||
|
Net deferred income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
|
Weighted average common shares for basic earnings per share
|
237,511
|
|
|
237,420
|
|
|
237,345
|
|
|
Effect of dilutive securities: restricted share awards
|
35
|
|
|
32
|
|
|
37
|
|
|
Weighted average common shares for diluted earnings per share
|
237,546
|
|
|
237,452
|
|
|
237,382
|
|
|
|
2018
|
||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
|
Revenues
|
$
|
275,770
|
|
|
$
|
277,202
|
|
|
$
|
278,969
|
|
|
$
|
285,222
|
|
|
Net income (loss) attributable to common shareholders
|
$
|
236,022
|
|
|
$
|
123,587
|
|
|
$
|
45,805
|
|
|
$
|
(118,543
|
)
|
|
Per share data (basic and diluted):
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss) attributable to common shareholders
|
$
|
0.99
|
|
|
$
|
0.52
|
|
|
$
|
0.19
|
|
|
$
|
(0.50
|
)
|
|
Common distributions declared
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
|
2017
|
||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
|
Revenues
|
$
|
264,521
|
|
|
$
|
264,992
|
|
|
$
|
266,673
|
|
|
$
|
278,543
|
|
|
Net income attributable to common shareholders
|
$
|
32,155
|
|
|
$
|
16,042
|
|
|
$
|
34,414
|
|
|
$
|
65,000
|
|
|
Per share data (basic and diluted):
|
|
|
|
|
|
|
|
||||||||
|
Net income attributable to common shareholders
|
$
|
0.14
|
|
|
$
|
0.07
|
|
|
$
|
0.14
|
|
|
$
|
0.27
|
|
|
Common distributions declared
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
2184 Parkway Lake Drive
|
Birmingham
|
AL
|
$—
|
$580
|
|
$5,980
|
|
$2,042
|
|
$—
|
|
$—
|
|
$580
|
|
$8,022
|
|
$8,602
|
|
$1,894
|
8/1/2008
|
2001
|
|
2634 Valleydale Road
|
Birmingham
|
AL
|
—
|
600
|
|
7,574
|
|
944
|
|
—
|
|
—
|
|
578
|
|
8,540
|
|
9,118
|
|
2,230
|
8/1/2008
|
2000
|
|
2021 Dahlke Drive NE
|
Cullman
|
AL
|
—
|
287
|
|
3,415
|
|
306
|
|
—
|
|
(233)
|
|
287
|
|
3,488
|
|
3,775
|
|
1,268
|
11/19/2004
|
1998
|
|
101 Tulip Lane
|
Dothan
|
AL
|
—
|
3,543
|
|
14,619
|
|
130
|
|
—
|
|
—
|
|
3,543
|
|
14,749
|
|
18,292
|
|
500
|
12/27/2017
|
2000
|
|
49 Hughes Road
|
Madison
|
AL
|
—
|
334
|
|
3,981
|
|
714
|
|
—
|
|
(243)
|
|
334
|
|
4,452
|
|
4,786
|
|
1,501
|
11/19/2004
|
1998
|
|
200 Terrace Lane
|
Priceville
|
AL
|
—
|
1,300
|
|
9,447
|
|
351
|
|
—
|
|
(41)
|
|
1,300
|
|
9,757
|
|
11,057
|
|
1,903
|
2/1/2012
|
2006
|
|
413 Cox Boulevard
|
Sheffield
|
AL
|
—
|
394
|
|
4,684
|
|
470
|
|
—
|
|
(191)
|
|
394
|
|
4,963
|
|
5,357
|
|
1,793
|
11/19/2004
|
1998
|
|
2435 Columbiana Road
|
Vestavia Hills
|
AL
|
—
|
843
|
|
23,472
|
|
2,363
|
|
—
|
|
—
|
|
843
|
|
25,835
|
|
26,678
|
|
2,744
|
7/12/2016
|
1991
|
|
4461 N Crossover Road
|
Fayetteville
|
AR
|
—
|
733
|
|
10,432
|
|
74
|
|
—
|
|
—
|
|
733
|
|
10,506
|
|
11,239
|
|
1,114
|
5/1/2015
|
2011
|
|
4210 S Caraway Road
|
Jonesboro
|
AR
|
—
|
653
|
|
9,515
|
|
51
|
|
—
|
|
—
|
|
653
|
|
9,566
|
|
10,219
|
|
1,011
|
5/1/2015
|
2008
|
|
672 Jones Road
|
Springdale
|
AR
|
—
|
572
|
|
9,364
|
|
155
|
|
—
|
|
—
|
|
572
|
|
9,519
|
|
10,091
|
|
1,006
|
5/1/2015
|
2007
|
|
13840 North Desert Harbor Drive
|
Peoria
|
AZ
|
—
|
2,687
|
|
15,843
|
|
4,263
|
|
—
|
|
(1,781)
|
|
2,693
|
|
18,319
|
|
21,012
|
|
7,621
|
1/11/2002
|
1990
|
|
9045 W. Athens Street
|
Peoria
|
AZ
|
—
|
1,405
|
|
9,115
|
|
123
|
|
—
|
|
—
|
|
1,405
|
|
9,238
|
|
10,643
|
|
1,015
|
5/1/2015
|
1997
|
|
11209 N. Tatum Boulevard
|
Phoenix
|
AZ
|
—
|
1,380
|
|
6,349
|
|
2,548
|
|
—
|
|
—
|
|
1,506
|
|
8,771
|
|
10,277
|
|
1,798
|
9/30/2011
|
1987
|
|
2444 West Las Palmaritas Drive
|
Phoenix
|
AZ
|
—
|
3,820
|
|
6,669
|
|
288
|
|
—
|
|
—
|
|
3,820
|
|
6,957
|
|
10,777
|
|
1,365
|
12/22/2010
|
1982
|
|
4121 East Cotton Center
|
Phoenix
|
AZ
|
—
|
5,166
|
|
12,724
|
|
477
|
|
—
|
|
—
|
|
5,196
|
|
13,171
|
|
18,367
|
|
1,248
|
1/29/2015
|
2000
|
|
3850 North US Hwy 89
(6)
|
Prescott
|
AZ
|
16,442
|
2,017
|
|
17,513
|
|
1,492
|
|
—
|
|
—
|
|
2,017
|
|
19,005
|
|
21,022
|
|
484
|
2/1/2018
|
1986
|
|
6001 East Thomas Road
|
Scottsdale
|
AZ
|
—
|
941
|
|
8,807
|
|
4,061
|
|
—
|
|
(51)
|
|
946
|
|
12,812
|
|
13,758
|
|
6,275
|
9/1/2012
|
1990
|
|
7090 East Mescal Street
|
Scottsdale
|
AZ
|
—
|
2,315
|
|
13,650
|
|
6,594
|
|
—
|
|
(1,325)
|
|
2,348
|
|
18,886
|
|
21,234
|
|
7,199
|
1/11/2002
|
1984
|
|
17225 North Boswell Boulevard
|
Sun City
|
AZ
|
—
|
1,189
|
|
10,569
|
|
1,642
|
|
—
|
|
(42)
|
|
1,189
|
|
12,169
|
|
13,358
|
|
7,013
|
9/1/2012
|
1990
|
|
14001 W. Meeker Boulevard
|
Sun City West
|
AZ
|
—
|
395
|
|
3,307
|
|
—
|
|
—
|
|
(192)
|
|
395
|
|
3,115
|
|
3,510
|
|
1,236
|
2/28/2003
|
1998
|
|
1415 West 3rd Street
|
Tempe
|
AZ
|
—
|
2,186
|
|
13,446
|
|
307
|
|
—
|
|
—
|
|
2,186
|
|
13,753
|
|
15,939
|
|
1,332
|
1/29/2015
|
1981
|
|
2500 North Rosemont Boulevard
|
Tucson
|
AZ
|
—
|
4,429
|
|
26,119
|
|
5,124
|
|
—
|
|
(2,661)
|
|
4,576
|
|
28,435
|
|
33,011
|
|
11,671
|
1/11/2002
|
1989
|
|
710 North Euclid
|
Anaheim
|
CA
|
—
|
2,850
|
|
6,964
|
|
945
|
|
—
|
|
—
|
|
2,893
|
|
7,866
|
|
10,759
|
|
2,161
|
7/9/2008
|
1992
|
|
3209 Brookside Drive
|
Bakersfield
|
CA
|
—
|
4,166
|
|
13,233
|
|
99
|
|
—
|
|
—
|
|
4,166
|
|
13,332
|
|
17,498
|
|
1,396
|
5/1/2015
|
2004
|
|
5000 Marina Boulevard
|
Brisbane
|
CA
|
—
|
7,957
|
|
13,430
|
|
544
|
|
—
|
|
—
|
|
7,957
|
|
13,974
|
|
21,931
|
|
344
|
11/14/2017
|
2000
|
|
5770 Armada Drive
(6)
|
Carlsbad
|
CA
|
11,180
|
3,875
|
|
18,543
|
|
—
|
|
—
|
|
—
|
|
3,875
|
|
18,543
|
|
22,418
|
|
1,816
|
1/29/2015
|
1997
|
|
1350 South El Camino Real
|
Encinitas
|
CA
|
—
|
1,510
|
|
18,042
|
|
443
|
|
—
|
|
—
|
|
1,517
|
|
18,478
|
|
19,995
|
|
5,014
|
3/31/2008
|
1999
|
|
47201 Lakeview Boulevard
|
Fremont
|
CA
|
—
|
3,200
|
|
10,177
|
|
36
|
|
—
|
|
—
|
|
3,200
|
|
10,213
|
|
13,413
|
|
1,852
|
9/30/2011
|
1990
|
|
47211/47215 Lakeview Boulevard
|
Fremont
|
CA
|
—
|
3,750
|
|
12,656
|
|
—
|
|
—
|
|
—
|
|
3,750
|
|
12,656
|
|
16,406
|
|
2,294
|
9/30/2011
|
1985
|
|
47900 Bayside Parkway
|
Fremont
|
CA
|
—
|
4,580
|
|
10,370
|
|
1,001
|
|
—
|
|
—
|
|
4,580
|
|
11,371
|
|
15,951
|
|
2,025
|
9/30/2011
|
1991
|
|
577 South Peach Street
|
Fresno
|
CA
|
—
|
738
|
|
2,577
|
|
4,175
|
|
—
|
|
(211)
|
|
738
|
|
6,541
|
|
7,279
|
|
1,968
|
12/28/1990
|
1963
|
|
6075 North Marks Avenue
|
Fresno
|
CA
|
—
|
880
|
|
12,751
|
|
347
|
|
—
|
|
—
|
|
889
|
|
13,089
|
|
13,978
|
|
3,517
|
3/31/2008
|
1996
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
24552 Paseo de Valencia
|
Laguna Hills
|
CA
|
—
|
3,172
|
|
28,184
|
|
20,547
|
|
—
|
|
(57)
|
|
7,418
|
|
44,428
|
|
51,846
|
|
19,126
|
11/1/2012
|
1975
|
|
8631 West 3rd Street
|
Los Angeles
|
CA
|
—
|
24,640
|
|
88,277
|
|
11,737
|
|
—
|
|
—
|
|
24,640
|
|
100,014
|
|
124,654
|
|
19,343
|
11/22/2010
|
1979
|
|
8635 West 3rd Street
|
Los Angeles
|
CA
|
—
|
24,640
|
|
90,352
|
|
11,354
|
|
—
|
|
—
|
|
24,640
|
|
101,706
|
|
126,346
|
|
19,683
|
11/22/2010
|
1979
|
|
2325 St. Pauls Way
|
Modesto
|
CA
|
—
|
1,104
|
|
9,009
|
|
76
|
|
—
|
|
—
|
|
1,106
|
|
9,083
|
|
10,189
|
|
963
|
5/1/2015
|
1998
|
|
8700 Lindley Avenue
|
Northridge
|
CA
|
—
|
2,068
|
|
13,520
|
|
174
|
|
—
|
|
—
|
|
2,079
|
|
13,683
|
|
15,762
|
|
1,433
|
5/1/2015
|
2000
|
|
1319 Brookside Avenue
|
Redlands
|
CA
|
—
|
1,770
|
|
9,982
|
|
527
|
|
—
|
|
—
|
|
1,770
|
|
10,509
|
|
12,279
|
|
2,772
|
3/31/2008
|
1999
|
|
110 Sterling Court
|
Roseville
|
CA
|
—
|
1,620
|
|
10,262
|
|
915
|
|
—
|
|
—
|
|
1,620
|
|
11,177
|
|
12,797
|
|
2,867
|
3/31/2008
|
1998
|
|
1371 Parkside Drive
|
San Bernardino
|
CA
|
—
|
1,250
|
|
9,069
|
|
866
|
|
—
|
|
(355)
|
|
1,250
|
|
9,580
|
|
10,830
|
|
3,058
|
8/31/2006
|
1988
|
|
16925 & 16916 Hierba Drive
|
San Diego
|
CA
|
—
|
9,142
|
|
53,904
|
|
13,393
|
|
—
|
|
(5,098)
|
|
9,149
|
|
62,192
|
|
71,341
|
|
25,325
|
1/11/2002
|
1987
|
|
3030 Science Park
|
San Diego
|
CA
|
—
|
2,466
|
|
46,473
|
|
337
|
|
—
|
|
—
|
|
2,466
|
|
46,810
|
|
49,276
|
|
10,940
|
8/6/2009
|
1986
|
|
3040 Science Park
|
San Diego
|
CA
|
—
|
1,225
|
|
23,077
|
|
337
|
|
—
|
|
—
|
|
1,225
|
|
23,414
|
|
24,639
|
|
5,433
|
8/6/2009
|
1986
|
|
3050 Science Park
|
San Diego
|
CA
|
—
|
1,508
|
|
28,753
|
|
336
|
|
—
|
|
—
|
|
1,508
|
|
29,089
|
|
30,597
|
|
6,769
|
8/6/2009
|
1986
|
|
2904 Orchard Parkway
|
San Jose
|
CA
|
—
|
10,788
|
|
8,890
|
|
32
|
|
—
|
|
—
|
|
10,788
|
|
8,922
|
|
19,710
|
|
205
|
1/25/2018
|
1979
|
|
24305 West Lyons Avenue
|
Santa Clarita
|
CA
|
—
|
763
|
|
15,538
|
|
129
|
|
—
|
|
—
|
|
763
|
|
15,667
|
|
16,430
|
|
1,643
|
5/1/2015
|
1988
|
|
3530 Deer Park Drive
|
Stockton
|
CA
|
—
|
670
|
|
14,419
|
|
900
|
|
—
|
|
—
|
|
670
|
|
15,319
|
|
15,989
|
|
3,996
|
3/31/2008
|
1999
|
|
537 East Fulton Street
|
Stockton
|
CA
|
—
|
382
|
|
2,750
|
|
957
|
|
—
|
|
(394)
|
|
382
|
|
3,313
|
|
3,695
|
|
2,046
|
6/30/1992
|
1968
|
|
877 East March Lane
|
Stockton
|
CA
|
—
|
1,176
|
|
11,171
|
|
5,925
|
|
—
|
|
(1,295)
|
|
1,411
|
|
15,566
|
|
16,977
|
|
5,639
|
9/30/2003
|
1988
|
|
93 West Avenida de Los Arboles
|
Thousand Oaks
|
CA
|
—
|
622
|
|
2,522
|
|
2,710
|
|
—
|
|
(648)
|
|
622
|
|
4,584
|
|
5,206
|
|
2,546
|
12/28/1990
|
1965
|
|
28515 Westinghouse Place
|
Valencia
|
CA
|
—
|
$4,669
|
|
41,440
|
|
—
|
|
—
|
|
—
|
|
4,669
|
|
41,440
|
|
46,109
|
|
4,058
|
1/29/2015
|
2008
|
|
6835 Hazeltine Avenue
|
Van Nuys
|
CA
|
—
|
$718
|
|
378
|
|
1,105
|
|
—
|
|
(292)
|
|
725
|
|
1,184
|
|
1,909
|
|
518
|
12/28/1990
|
1969
|
|
1866 San Miguel Drive
|
Walnut Creek
|
CA
|
—
|
$2,010
|
|
9,290
|
|
3,632
|
|
—
|
|
(34)
|
|
3,417
|
|
11,481
|
|
14,898
|
|
2,223
|
12/1/2011
|
1996
|
|
1950 South Dayton Street
|
Aurora
|
CO
|
—
|
$3,062
|
|
46,195
|
|
1,279
|
|
—
|
|
—
|
|
3,120
|
|
47,416
|
|
50,536
|
|
5,019
|
5/1/2015
|
1987
|
|
515 Fairview Avenue
|
Canon City
|
CO
|
—
|
$292
|
|
6,228
|
|
1,386
|
|
(3,512)
|
|
(420)
|
|
299
|
|
3,675
|
|
3,974
|
|
1,601
|
9/26/1997
|
1970
|
|
110 West Van Buren Street
|
Colorado Springs
|
CO
|
—
|
$245
|
|
5,236
|
|
1,740
|
|
(3,031)
|
|
(513)
|
|
245
|
|
3,432
|
|
3,677
|
|
1,506
|
9/26/1997
|
1972
|
|
3920 East San Miguel Street
|
Colorado Springs
|
CO
|
—
|
$1,380
|
|
8,894
|
|
3,760
|
|
—
|
|
(34)
|
|
1,597
|
|
12,403
|
|
14,000
|
|
2,077
|
7/31/2012
|
1977
|
|
2050 South Main Street
|
Delta
|
CO
|
—
|
$167
|
|
3,570
|
|
826
|
|
—
|
|
(363)
|
|
167
|
|
4,033
|
|
4,200
|
|
2,082
|
9/26/1997
|
1963
|
|
2501 Little Bookcliff Drive
|
Grand Junction
|
CO
|
—
|
$204
|
|
3,875
|
|
1,536
|
|
—
|
|
(729)
|
|
207
|
|
4,679
|
|
4,886
|
|
2,678
|
12/30/1993
|
1968
|
|
2825 Patterson Road
|
Grand Junction
|
CO
|
—
|
$173
|
|
2,583
|
|
2,299
|
|
—
|
|
(688)
|
|
173
|
|
4,194
|
|
4,367
|
|
2,373
|
12/30/1993
|
1978
|
|
1599 Ingalls Street
|
Lakewood
|
CO
|
—
|
$232
|
|
3,766
|
|
3,174
|
|
—
|
|
(605)
|
|
232
|
|
6,335
|
|
6,567
|
|
3,868
|
12/28/1990
|
1972
|
|
5555 South Elati Street
|
Littleton
|
CO
|
—
|
$185
|
|
5,043
|
|
3,246
|
|
—
|
|
(717)
|
|
191
|
|
7,566
|
|
7,757
|
|
4,321
|
12/28/1990
|
1965
|
|
8271 South Continental Divide Road
|
Littleton
|
CO
|
—
|
$400
|
|
3,507
|
|
—
|
|
—
|
|
(202)
|
|
400
|
|
3,305
|
|
3,705
|
|
1,312
|
2/28/2003
|
1998
|
|
9005 Grant Street
|
Thornton
|
CO
|
—
|
$961
|
|
10,867
|
|
89
|
|
—
|
|
—
|
|
1,017
|
|
10,900
|
|
11,917
|
|
1,643
|
12/28/2012
|
2001
|
|
9025 Grant Street
|
Thornton
|
CO
|
—
|
$475
|
|
909
|
|
170
|
|
—
|
|
—
|
|
483
|
|
1,071
|
|
1,554
|
|
169
|
12/28/2012
|
1987
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
7809 W. 38th Avenue
|
Wheat Ridge
|
CO
|
—
|
$470
|
|
3,373
|
|
7
|
|
—
|
|
—
|
|
477
|
|
3,373
|
|
3,850
|
|
738
|
4/1/2010
|
2004
|
|
40 Sebethe Drive
|
Cromwell
|
CT
|
—
|
$570
|
|
5,304
|
|
1,141
|
|
—
|
|
—
|
|
596
|
|
6,419
|
|
7,015
|
|
1,565
|
12/22/2010
|
1998
|
|
866 North Main Street Extension
|
Wallingford
|
CT
|
—
|
$430
|
|
3,136
|
|
796
|
|
—
|
|
—
|
|
430
|
|
3,932
|
|
4,362
|
|
863
|
12/22/2010
|
1984
|
|
1145 19th Street NW
|
Washington
|
DC
|
—
|
$13,600
|
|
24,880
|
|
8,631
|
|
—
|
|
—
|
|
13,600
|
|
33,511
|
|
47,111
|
|
7,293
|
5/20/2009
|
1976
|
|
2141 K Street, NW
|
Washington
|
DC
|
—
|
$13,700
|
|
8,400
|
|
4,074
|
|
—
|
|
—
|
|
13,700
|
|
12,474
|
|
26,174
|
|
3,104
|
12/22/2008
|
1966
|
|
255 Possum Park Road
|
Newark
|
DE
|
—
|
$2,010
|
|
11,852
|
|
5,104
|
|
—
|
|
(1,177)
|
|
2,760
|
|
15,029
|
|
17,789
|
|
5,832
|
1/11/2002
|
1982
|
|
4175 Ogletown Stanton Rd
|
Newark
|
DE
|
—
|
$1,500
|
|
19,447
|
|
1,042
|
|
—
|
|
—
|
|
1,513
|
|
20,476
|
|
21,989
|
|
5,501
|
3/31/2008
|
1998
|
|
1212 Foulk Road
|
Wilmington
|
DE
|
—
|
$1,179
|
|
6,950
|
|
1,595
|
|
—
|
|
(951)
|
|
1,202
|
|
7,571
|
|
8,773
|
|
3,227
|
1/11/2002
|
1974
|
|
1912 Marsh Road
|
Wilmington
|
DE
|
—
|
4,365
|
|
25,739
|
|
3,611
|
|
—
|
|
(1,985)
|
|
4,431
|
|
27,299
|
|
31,730
|
|
11,161
|
1/11/2002
|
1988
|
|
2723 Shipley Road
|
Wilmington
|
DE
|
—
|
869
|
|
5,126
|
|
4,217
|
|
—
|
|
(1,182)
|
|
934
|
|
8,096
|
|
9,030
|
|
3,166
|
1/11/2002
|
1989
|
|
407 Foulk Road
|
Wilmington
|
DE
|
—
|
38
|
|
227
|
|
2,116
|
|
—
|
|
(161)
|
|
84
|
|
2,136
|
|
2,220
|
|
594
|
1/11/2002
|
1965
|
|
13200 Nano Court
|
Alachua
|
FL
|
—
|
2,792
|
|
42,440
|
|
13
|
|
—
|
|
—
|
|
2,792
|
|
42,453
|
|
45,245
|
|
2,830
|
5/4/2016
|
2016
|
|
13545 Progress Boulevard
|
Alachua
|
FL
|
—
|
512
|
|
4,935
|
|
182
|
|
—
|
|
—
|
|
512
|
|
5,117
|
|
5,629
|
|
1,059
|
6/6/2011
|
2009
|
|
13631 Progress Boulevard
|
Alachua
|
FL
|
—
|
512
|
|
4,941
|
|
106
|
|
—
|
|
—
|
|
512
|
|
5,047
|
|
5,559
|
|
985
|
6/6/2011
|
2009
|
|
13709 Progress Boulevard
|
Alachua
|
FL
|
—
|
1,080
|
|
1,675
|
|
478
|
|
—
|
|
—
|
|
1,080
|
|
2,153
|
|
3,233
|
|
367
|
6/6/2011
|
1985
|
|
13859 Progress Boulevard
(6)
|
Alachua
|
FL
|
1,983
|
570
|
|
4,276
|
|
444
|
|
—
|
|
—
|
|
570
|
|
4,720
|
|
5,290
|
|
888
|
7/26/2011
|
2007
|
|
Progress Center - Lot 1 Property
|
Alachua
|
FL
|
—
|
165
|
|
—
|
|
—
|
|
—
|
|
—
|
|
165
|
|
—
|
|
165
|
|
—
|
6/6/2011
|
N/A
|
|
Progress Center - Lot 4 Property
|
Alachua
|
FL
|
—
|
331
|
|
—
|
|
—
|
|
—
|
|
—
|
|
331
|
|
—
|
|
331
|
|
—
|
6/6/2011
|
N/A
|
|
Progress Corporate Park Land
|
Alachua
|
FL
|
—
|
4,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,000
|
|
—
|
|
4,000
|
|
—
|
8/30/2011
|
N/A
|
|
22601 Camino Del Mar
|
Boca Raton
|
FL
|
—
|
3,200
|
|
46,800
|
|
3,594
|
|
—
|
|
(969)
|
|
3,202
|
|
49,423
|
|
52,625
|
|
9,969
|
12/15/2011
|
1990
|
|
1325 S Congress Avenue
|
Boynton Beach
|
FL
|
—
|
1,620
|
|
5,341
|
|
961
|
|
—
|
|
—
|
|
1,620
|
|
6,302
|
|
7,922
|
|
1,051
|
7/27/2012
|
1985
|
|
1425 Congress Avenue
|
Boynton Beach
|
FL
|
—
|
2,390
|
|
14,768
|
|
2,396
|
|
—
|
|
(241)
|
|
2,390
|
|
16,923
|
|
19,313
|
|
3,514
|
8/9/2011
|
1994
|
|
1416 Country Club Blvd.
|
Cape Coral
|
FL
|
—
|
400
|
|
2,907
|
|
—
|
|
—
|
|
(173)
|
|
400
|
|
2,734
|
|
3,134
|
|
1,085
|
2/28/2003
|
1998
|
|
8500 Royal Palm Boulevard
|
Coral Springs
|
FL
|
—
|
3,410
|
|
20,104
|
|
25,119
|
|
—
|
|
(2,247)
|
|
3,413
|
|
42,973
|
|
46,386
|
|
13,980
|
1/11/2002
|
1984
|
|
1208 South Military Trail
|
Deerfield Beach
|
FL
|
—
|
1,690
|
|
14,972
|
|
23,631
|
|
—
|
|
(59)
|
|
1,739
|
|
38,495
|
|
40,234
|
|
15,087
|
10/1/2012
|
1986
|
|
3001 DC Country Club Boulevard
|
Deerfield Beach
|
FL
|
—
|
3,196
|
|
18,848
|
|
15,931
|
|
—
|
|
(1,640)
|
|
3,222
|
|
33,113
|
|
36,335
|
|
12,106
|
1/11/2002
|
1990
|
|
12780 Kenwood Lane
|
Fort Myers
|
FL
|
—
|
369
|
|
2,174
|
|
3,075
|
|
—
|
|
(277)
|
|
859
|
|
4,482
|
|
5,341
|
|
1,597
|
1/11/2002
|
1990
|
|
2525 First Street
|
Fort Myers
|
FL
|
—
|
2,385
|
|
21,137
|
|
18,782
|
|
—
|
|
(69)
|
|
2,525
|
|
39,710
|
|
42,235
|
|
16,322
|
10/1/2012
|
1984
|
|
1825 Ridgewood Avenue
|
Holly Hill
|
FL
|
—
|
700
|
|
16,700
|
|
2,467
|
|
—
|
|
(186)
|
|
792
|
|
18,889
|
|
19,681
|
|
3,998
|
7/22/2011
|
1926/2006
|
|
2480 North Park Road
|
Hollywood
|
FL
|
—
|
4,500
|
|
40,500
|
|
13,530
|
|
—
|
|
(964)
|
|
4,549
|
|
53,017
|
|
57,566
|
|
10,376
|
12/15/2011
|
1986
|
|
8901 Tamiami Trail East
|
Naples
|
FL
|
—
|
3,200
|
|
2,898
|
|
13,281
|
|
—
|
|
(400)
|
|
3,200
|
|
15,779
|
|
18,979
|
|
4,398
|
8/31/2006
|
1984
|
|
12780 Waterford Lakes Parkway
|
Orlando
|
FL
|
—
|
977
|
|
3,946
|
|
2
|
|
—
|
|
—
|
|
977
|
|
3,948
|
|
4,925
|
|
504
|
12/18/2013
|
2002
|
|
1603 S. Hiawassee Road
|
Orlando
|
FL
|
—
|
488
|
|
2,621
|
|
94
|
|
—
|
|
—
|
|
488
|
|
2,715
|
|
3,203
|
|
380
|
12/18/2013
|
2003
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
1825 N. Mills Avenue
|
Orlando
|
FL
|
—
|
519
|
|
1,799
|
|
354
|
|
—
|
|
—
|
|
519
|
|
2,153
|
|
2,672
|
|
565
|
12/22/2008
|
1997
|
|
1911 N. Mills Avenue
|
Orlando
|
FL
|
—
|
1,946
|
|
7,197
|
|
771
|
|
—
|
|
—
|
|
1,946
|
|
7,968
|
|
9,914
|
|
2,138
|
12/22/2008
|
1997
|
|
1925 N. Mills Avenue
|
Orlando
|
FL
|
—
|
135
|
|
532
|
|
155
|
|
—
|
|
—
|
|
135
|
|
687
|
|
822
|
|
195
|
12/22/2008
|
1997
|
|
250 N. Alafaya Trail
|
Orlando
|
FL
|
—
|
967
|
|
4,362
|
|
53
|
|
—
|
|
—
|
|
967
|
|
4,415
|
|
5,382
|
|
548
|
12/18/2013
|
1999
|
|
45 Katherine Boulevard
|
Palm Harbor
|
FL
|
—
|
3,379
|
|
29,945
|
|
5,328
|
|
—
|
|
(55)
|
|
3,392
|
|
35,205
|
|
38,597
|
|
20,537
|
10/1/2012
|
1992
|
|
900 West Lake Road
|
Palm Harbor
|
FL
|
—
|
3,449
|
|
20,336
|
|
7,814
|
|
—
|
|
(2,155)
|
|
3,452
|
|
25,992
|
|
29,444
|
|
10,194
|
1/11/2002
|
1989
|
|
8500 West Sunrise Boulevard
|
Plantation
|
FL
|
—
|
4,700
|
|
24,300
|
|
5,486
|
|
—
|
|
(1,143)
|
|
4,717
|
|
28,626
|
|
33,343
|
|
7,062
|
12/15/2011
|
1989
|
|
1371 South Ocean Boulevard
|
Pompano Beach
|
FL
|
—
|
2,500
|
|
15,500
|
|
12,578
|
|
—
|
|
(652)
|
|
2,560
|
|
27,366
|
|
29,926
|
|
5,594
|
12/15/2011
|
1991
|
|
2701 North Course Drive
|
Pompano Beach
|
FL
|
—
|
7,700
|
|
2,127
|
|
35,339
|
|
—
|
|
(521)
|
|
7,700
|
|
36,945
|
|
44,645
|
|
11,380
|
8/31/2006
|
1985
|
|
20480 Veterans Boulevard
|
Port Charlotte
|
FL
|
—
|
400
|
|
11,934
|
|
1,716
|
|
—
|
|
(193)
|
|
435
|
|
13,422
|
|
13,857
|
|
2,968
|
7/22/2011
|
1996
|
|
1699 S.E. Lyngate Drive
|
Port St. Lucie
|
FL
|
—
|
1,242
|
|
11,009
|
|
1,964
|
|
—
|
|
(36)
|
|
1,246
|
|
12,933
|
|
14,179
|
|
7,565
|
10/1/2012
|
1993
|
|
501 N.W. Cashmere Boulevard
|
Port St. Lucie
|
FL
|
—
|
890
|
|
9,345
|
|
1,251
|
|
—
|
|
(135)
|
|
891
|
|
10,460
|
|
11,351
|
|
2,009
|
7/22/2011
|
2007
|
|
3855 Upper Creek Drive
|
Sun City Center
|
FL
|
—
|
1,676
|
|
15,788
|
|
166
|
|
—
|
|
—
|
|
1,676
|
|
15,954
|
|
17,630
|
|
1,706
|
5/1/2015
|
1989
|
|
900 South Harbour Island Blvd.
|
Tampa
|
FL
|
—
|
4,850
|
|
6,349
|
|
7
|
|
—
|
|
—
|
|
4,850
|
|
6,356
|
|
11,206
|
|
1,781
|
10/30/2007
|
1986
|
|
111 Executive Center Drive
|
West Palm Beach
|
FL
|
—
|
2,061
|
|
12,153
|
|
10,347
|
|
—
|
|
(1,663)
|
|
2,075
|
|
20,823
|
|
22,898
|
|
7,900
|
1/11/2002
|
1988
|
|
2351 Cedarcrest Road
|
Acworth
|
GA
|
—
|
2,000
|
|
6,674
|
|
120
|
|
—
|
|
—
|
|
2,000
|
|
6,794
|
|
8,794
|
|
635
|
5/1/2016
|
2014
|
|
1200 Bluegrass Lakes Parkway
|
Alpharetta
|
GA
|
—
|
1,689
|
|
15,936
|
|
—
|
|
—
|
|
—
|
|
1,689
|
|
15,936
|
|
17,625
|
|
1,560
|
1/29/2015
|
2001
|
|
855 North Point Pkwy
|
Alpharetta
|
GA
|
—
|
5,390
|
|
26,712
|
|
—
|
|
—
|
|
—
|
|
5,390
|
|
26,712
|
|
32,102
|
|
6,929
|
8/21/2008
|
2006
|
|
253 N. Main Street
(6)
|
Alpharetta
|
GA
|
9,547
|
1,325
|
|
12,377
|
|
345
|
|
—
|
|
—
|
|
1,325
|
|
12,722
|
|
14,047
|
|
1,359
|
5/1/2015
|
1997
|
|
1291 Cedar Shoals Drive
|
Athens
|
GA
|
—
|
337
|
|
4,006
|
|
828
|
|
—
|
|
(200)
|
|
368
|
|
4,603
|
|
4,971
|
|
1,545
|
11/19/2004
|
1998
|
|
1515 Sheridan Road
|
Atlanta
|
GA
|
—
|
5,800
|
|
9,305
|
|
3
|
|
—
|
|
—
|
|
5,800
|
|
9,308
|
|
15,108
|
|
2,589
|
11/30/2007
|
1978
|
|
59 Executive Park South
|
Atlanta
|
GA
|
—
|
4,980
|
|
11,266
|
|
586
|
|
—
|
|
—
|
|
4,980
|
|
11,852
|
|
16,832
|
|
2,609
|
1/26/2011
|
1966
|
|
240 Marietta Highway
|
Canton
|
GA
|
—
|
806
|
|
8,555
|
|
1,052
|
|
—
|
|
—
|
|
806
|
|
9,607
|
|
10,413
|
|
1,579
|
10/1/2013
|
1997
|
|
4500 South Stadium Drive
|
Columbus
|
GA
|
—
|
294
|
|
3,505
|
|
323
|
|
—
|
|
(168)
|
|
294
|
|
3,660
|
|
3,954
|
|
1,272
|
11/19/2004
|
1999
|
|
1352 Wellbrook Circle
|
Conyers
|
GA
|
—
|
342
|
|
4,068
|
|
988
|
|
—
|
|
(178)
|
|
342
|
|
4,878
|
|
5,220
|
|
1,663
|
11/19/2004
|
1997
|
|
1501 Milstead Road
|
Conyers
|
GA
|
—
|
750
|
|
7,796
|
|
388
|
|
—
|
|
—
|
|
750
|
|
8,184
|
|
8,934
|
|
1,714
|
9/30/2010
|
2008
|
|
3875 Post Road
|
Cumming
|
GA
|
—
|
954
|
|
12,796
|
|
191
|
|
—
|
|
—
|
|
958
|
|
12,983
|
|
13,941
|
|
1,416
|
5/1/2015
|
2007
|
|
4960 Jot Em Down Road
|
Cumming
|
GA
|
—
|
1,548
|
|
18,666
|
|
12,166
|
|
—
|
|
(18)
|
|
3,407
|
|
28,955
|
|
32,362
|
|
4,224
|
8/1/2013
|
2011
|
|
5610 Hampton Park Drive
|
Cumming
|
GA
|
—
|
3,479
|
|
14,771
|
|
191
|
|
—
|
|
—
|
|
3,481
|
|
14,960
|
|
18,441
|
|
1,591
|
9/3/2015
|
2014
|
|
7955 Majors Road
|
Cumming
|
GA
|
—
|
1,325
|
|
7,770
|
|
126
|
|
—
|
|
—
|
|
1,325
|
|
7,896
|
|
9,221
|
|
846
|
5/1/2015
|
2009
|
|
2470 Dug Gap Road
|
Dalton
|
GA
|
—
|
262
|
|
3,119
|
|
501
|
|
—
|
|
(133)
|
|
262
|
|
3,487
|
|
3,749
|
|
1,196
|
11/19/2004
|
1997
|
|
101 West Ponce De Leon Avenue
|
Decatur
|
GA
|
—
|
3,500
|
|
13,179
|
|
11
|
|
—
|
|
—
|
|
3,500
|
|
13,190
|
|
16,690
|
|
2,172
|
5/30/2012
|
1992
|
|
2801 North Decatur Road
|
Decatur
|
GA
|
—
|
3,100
|
|
4,436
|
|
963
|
|
—
|
|
—
|
|
3,100
|
|
5,399
|
|
8,499
|
|
1,282
|
7/9/2008
|
1986
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
114 Penland Street
|
Ellijay
|
GA
|
—
|
496
|
|
7,107
|
|
562
|
|
—
|
|
—
|
|
496
|
|
7,669
|
|
8,165
|
|
1,136
|
10/1/2013
|
2008
|
|
353 North Belair Road
|
Evans
|
GA
|
—
|
230
|
|
2,663
|
|
574
|
|
—
|
|
(170)
|
|
230
|
|
3,067
|
|
3,297
|
|
1,095
|
11/19/2004
|
1998
|
|
1294 Highway 54 West
(6)
|
Fayetteville
|
GA
|
8,035
|
853
|
|
9,903
|
|
345
|
|
—
|
|
—
|
|
943
|
|
10,158
|
|
11,101
|
|
1,107
|
5/1/2015
|
1999
|
|
2435 Limestone Parkway
|
Gainesville
|
GA
|
—
|
268
|
|
3,186
|
|
995
|
|
—
|
|
(172)
|
|
268
|
|
4,009
|
|
4,277
|
|
1,223
|
11/19/2004
|
1998
|
|
3315 Thompson Bridge Road
(6)
|
Gainesville
|
GA
|
17,068
|
934
|
|
30,962
|
|
623
|
|
—
|
|
—
|
|
956
|
|
31,563
|
|
32,519
|
|
3,260
|
5/1/2015
|
1999
|
|
5373 Thompson Mill Road
|
Hoschton
|
GA
|
—
|
944
|
|
12,171
|
|
76
|
|
—
|
|
—
|
|
944
|
|
12,247
|
|
13,191
|
|
1,295
|
5/1/2015
|
2011
|
|
8080 Summit Business Parkway
|
Jonesboro
|
GA
|
—
|
1,800
|
|
20,664
|
|
2,383
|
|
—
|
|
(241)
|
|
1,800
|
|
22,806
|
|
24,606
|
|
4,721
|
6/20/2011
|
2007
|
|
6191 Peake Road
|
Macon
|
GA
|
—
|
183
|
|
2,179
|
|
736
|
|
—
|
|
(142)
|
|
183
|
|
2,773
|
|
2,956
|
|
866
|
11/19/2004
|
1998
|
|
1360 Upper Hembree Road
|
Roswell
|
GA
|
—
|
1,080
|
|
6,138
|
|
29
|
|
—
|
|
—
|
|
1,067
|
|
6,180
|
|
7,247
|
|
1,027
|
5/7/2012
|
2007
|
|
1 Savannah Square Drive
|
Savannah
|
GA
|
—
|
1,200
|
|
19,090
|
|
4,860
|
|
—
|
|
(627)
|
|
1,404
|
|
23,119
|
|
24,523
|
|
6,997
|
10/1/2006
|
1987
|
|
5200 Habersham Street
|
Savannah
|
GA
|
—
|
800
|
|
7,800
|
|
877
|
|
—
|
|
(74)
|
|
803
|
|
8,600
|
|
9,403
|
|
1,920
|
6/23/2011
|
2005
|
|
7410 Skidaway Road
|
Savannah
|
GA
|
—
|
400
|
|
5,670
|
|
1,052
|
|
—
|
|
(512)
|
|
413
|
|
6,197
|
|
6,610
|
|
1,854
|
11/1/2006
|
1989
|
|
2078 Scenic Highway
|
Snellville
|
GA
|
—
|
870
|
|
4,030
|
|
335
|
|
—
|
|
—
|
|
870
|
|
4,365
|
|
5,235
|
|
1,097
|
12/10/2009
|
1997
|
|
475 Country Club Drive
(6)
|
Stockbridge
|
GA
|
7,968
|
512
|
|
9,560
|
|
268
|
|
—
|
|
—
|
|
512
|
|
9,828
|
|
10,340
|
|
1,081
|
5/1/2015
|
1998
|
|
1300 Montreal Road
|
Tucker
|
GA
|
—
|
690
|
|
6,210
|
|
850
|
|
—
|
|
(397)
|
|
694
|
|
6,659
|
|
7,353
|
|
2,228
|
6/3/2005
|
1997
|
|
1100 Ward Avenue
|
Honolulu
|
HI
|
—
|
$11,200
|
|
55,618
|
|
5,147
|
|
—
|
|
—
|
|
11,247
|
|
60,718
|
|
71,965
|
|
9,673
|
6/18/2012
|
1961
|
|
600 Manor Drive
|
Clarinda
|
IA
|
—
|
$77
|
|
1,453
|
|
1,042
|
|
—
|
|
(508)
|
|
77
|
|
1,987
|
|
2,064
|
|
1,109
|
12/30/1993
|
1968
|
|
2401 East 8th Street
|
Des Moines
|
IA
|
—
|
$123
|
|
627
|
|
1,323
|
|
—
|
|
(366)
|
|
123
|
|
1,584
|
|
1,707
|
|
582
|
7/1/2000
|
1965
|
|
608 Prairie Street
|
Mediapolis
|
IA
|
—
|
$94
|
|
1,776
|
|
746
|
|
—
|
|
(476)
|
|
94
|
|
2,046
|
|
2,140
|
|
1,242
|
12/30/1993
|
1973
|
|
1015 West Summit Street
|
Winterset
|
IA
|
—
|
$111
|
|
2,099
|
|
1,339
|
|
(314)
|
|
(524)
|
|
111
|
|
2,600
|
|
2,711
|
|
1,597
|
12/30/1993
|
1973
|
|
2340 West Seltice Way
|
Coeur d'Alene
|
ID
|
—
|
$910
|
|
7,170
|
|
2,829
|
|
—
|
|
—
|
|
1,018
|
|
9,891
|
|
10,909
|
|
1,641
|
7/31/2012
|
1993
|
|
850 Lincoln Drive
|
Idaho Falls
|
ID
|
—
|
$510
|
|
6,640
|
|
1,874
|
|
—
|
|
—
|
|
732
|
|
8,292
|
|
9,024
|
|
1,485
|
7/31/2012
|
1978
|
|
1250 West Central Road
|
Arlington Heights
|
IL
|
—
|
$3,665
|
|
32,587
|
|
8,057
|
|
—
|
|
(44)
|
|
3,683
|
|
40,582
|
|
44,265
|
|
21,828
|
11/1/2012
|
1986
|
|
1450 Busch Parkway
|
Buffalo Grove
|
IL
|
—
|
$3,800
|
|
11,456
|
|
532
|
|
—
|
|
—
|
|
3,815
|
|
11,973
|
|
15,788
|
|
2,514
|
9/16/2010
|
2009
|
|
2601 Patriot Boulevard
|
Glenview
|
IL
|
—
|
$2,285
|
|
9,593
|
|
—
|
|
—
|
|
—
|
|
2,285
|
|
9,593
|
|
11,878
|
|
939
|
1/29/2015
|
2005
|
|
1373 D'Adrian Professional Park
|
Godfrey
|
IL
|
—
|
$281
|
|
15,088
|
|
359
|
|
—
|
|
—
|
|
281
|
|
15,447
|
|
15,728
|
|
1,646
|
5/1/2015
|
2010
|
|
900 43rd Avenue
|
Moline
|
IL
|
—
|
$482
|
|
7,651
|
|
170
|
|
—
|
|
—
|
|
482
|
|
7,821
|
|
8,303
|
|
810
|
5/1/2015
|
2003 / 2012
|
|
221 11th Avenue
|
Moline
|
IL
|
—
|
$161
|
|
7,244
|
|
1,384
|
|
—
|
|
—
|
|
161
|
|
8,628
|
|
8,789
|
|
833
|
5/1/2015
|
2008
|
|
2700 14th Street
|
Pekin
|
IL
|
—
|
$171
|
|
11,475
|
|
193
|
|
—
|
|
—
|
|
172
|
|
11,667
|
|
11,839
|
|
1,243
|
5/1/2015
|
2009
|
|
7130 Crimson Ridge Drive
|
Rockford
|
IL
|
—
|
$200
|
|
7,300
|
|
28
|
|
—
|
|
—
|
|
200
|
|
7,328
|
|
7,528
|
|
1,567
|
5/1/2011
|
1999
|
|
1220 Lakeview Drive
|
Romeoville
|
IL
|
—
|
$1,120
|
|
19,582
|
|
(61)
|
|
—
|
|
—
|
|
1,058
|
|
19,583
|
|
20,641
|
|
5,079
|
8/21/2008
|
2005
|
|
1201 Hartman Lane
|
Shiloh
|
IL
|
—
|
$743
|
|
7,232
|
|
328
|
|
—
|
|
—
|
|
1,233
|
|
7,070
|
|
8,303
|
|
506
|
12/8/2016
|
2003
|
|
900 Southwind Road
|
Springfield
|
IL
|
—
|
$300
|
|
6,744
|
|
1,043
|
|
—
|
|
(108)
|
|
300
|
|
7,679
|
|
7,979
|
|
2,510
|
8/31/2006
|
1990
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
2705 Avenue E
|
Sterling
|
IL
|
—
|
$341
|
|
14,331
|
|
251
|
|
—
|
|
—
|
|
341
|
|
14,582
|
|
14,923
|
|
1,545
|
5/1/2015
|
2008
|
|
39 Dorothy Drive
|
Troy
|
IL
|
—
|
$1,002
|
|
7,010
|
|
89
|
|
—
|
|
—
|
|
1,002
|
|
7,099
|
|
8,101
|
|
507
|
12/8/2016
|
2003
|
|
100 Grand Victorian Place
|
Washington
|
IL
|
—
|
$241
|
|
12,046
|
|
192
|
|
—
|
|
—
|
|
241
|
|
12,238
|
|
12,479
|
|
1,286
|
5/1/2015
|
2009
|
|
1615 Lakeside Drive
|
Waukegan
|
IL
|
—
|
$2,700
|
|
9,590
|
|
2,862
|
|
—
|
|
—
|
|
3,193
|
|
11,959
|
|
15,152
|
|
1,911
|
9/30/2011
|
1990
|
|
1675 Lakeside Drive
|
Waukegan
|
IL
|
—
|
$2,420
|
|
9,382
|
|
2,204
|
|
—
|
|
—
|
|
2,802
|
|
11,204
|
|
14,006
|
|
1,848
|
9/30/2011
|
1998
|
|
406 Smith Drive
|
Auburn
|
IN
|
—
|
$380
|
|
8,246
|
|
183
|
|
—
|
|
—
|
|
380
|
|
8,429
|
|
8,809
|
|
2,292
|
9/1/2008
|
1999
|
|
6990 East County Road 100 North
|
Avon
|
IN
|
—
|
$850
|
|
11,888
|
|
228
|
|
—
|
|
—
|
|
850
|
|
12,116
|
|
12,966
|
|
3,357
|
9/1/2008
|
1999
|
|
2455 Tamarack Trail
|
Bloomington
|
IN
|
—
|
$5,400
|
|
25,129
|
|
11,001
|
|
—
|
|
—
|
|
5,438
|
|
36,092
|
|
41,530
|
|
7,721
|
11/1/2008
|
1983
|
|
2460 Glebe Street
|
Carmel
|
IN
|
—
|
$2,108
|
|
57,741
|
|
486
|
|
—
|
|
—
|
|
2,120
|
|
58,215
|
|
60,335
|
|
5,868
|
5/1/2015
|
2008
|
|
701 East County Line Road
|
Greenwood
|
IN
|
—
|
$1,830
|
|
14,303
|
|
714
|
|
—
|
|
—
|
|
1,830
|
|
15,017
|
|
16,847
|
|
2,699
|
12/1/2011
|
2007
|
|
8505 Woodfield Crossing Boulevard
|
Indianapolis
|
IN
|
—
|
2,785
|
|
16,396
|
|
5,940
|
|
—
|
|
(1,925)
|
|
2,785
|
|
20,411
|
|
23,196
|
|
7,859
|
1/11/2002
|
1986
|
|
2501 Friendship Boulevard
|
Kokomo
|
IN
|
—
|
512
|
|
13,009
|
|
93
|
|
—
|
|
—
|
|
512
|
|
13,102
|
|
13,614
|
|
391
|
12/27/2017
|
1997
|
|
603 Saint Joseph Drive
|
Kokomo
|
IN
|
—
|
220
|
|
5,899
|
|
736
|
|
—
|
|
—
|
|
220
|
|
6,635
|
|
6,855
|
|
1,746
|
9/1/2008
|
1998
|
|
1211 Longwood Drive
|
La Porte
|
IN
|
—
|
770
|
|
5,550
|
|
549
|
|
—
|
|
—
|
|
770
|
|
6,099
|
|
6,869
|
|
1,637
|
9/1/2008
|
1998
|
|
1590 West Timberview Drive
|
Marion
|
IN
|
—
|
410
|
|
5,409
|
|
220
|
|
—
|
|
—
|
|
410
|
|
5,629
|
|
6,039
|
|
1,606
|
9/1/2008
|
2000
|
|
1473 East McKay Road
|
Shelbyville
|
IN
|
—
|
190
|
|
5,328
|
|
123
|
|
—
|
|
—
|
|
190
|
|
5,451
|
|
5,641
|
|
1,536
|
9/1/2008
|
1999
|
|
17441 State Road 23
|
South Bend
|
IN
|
—
|
400
|
|
3,107
|
|
—
|
|
—
|
|
(182)
|
|
400
|
|
2,925
|
|
3,325
|
|
1,161
|
2/28/2003
|
1998
|
|
222 South 25th Street
|
Terra Haute
|
IN
|
—
|
300
|
|
13,115
|
|
493
|
|
—
|
|
—
|
|
300
|
|
13,608
|
|
13,908
|
|
3,754
|
9/1/2008
|
2005
|
|
150 Fox Ridge Drive
|
Vincennes
|
IN
|
—
|
110
|
|
3,603
|
|
1,144
|
|
—
|
|
—
|
|
110
|
|
4,747
|
|
4,857
|
|
1,338
|
9/1/2008
|
1985
|
|
510 West 7th Street
|
Ellinwood
|
KS
|
—
|
130
|
|
1,137
|
|
556
|
|
—
|
|
(204)
|
|
130
|
|
1,489
|
|
1,619
|
|
824
|
4/1/1995
|
1972
|
|
1501 Inverness Drive
|
Lawrence
|
KS
|
—
|
1,600
|
|
18,565
|
|
585
|
|
—
|
|
—
|
|
1,755
|
|
18,995
|
|
20,750
|
|
5,067
|
10/1/2009
|
1988
|
|
5799 Broadmoor Street
|
Mission
|
KS
|
—
|
1,522
|
|
7,246
|
|
1,094
|
|
—
|
|
—
|
|
1,522
|
|
8,340
|
|
9,862
|
|
460
|
1/17/2017
|
1986
|
|
3501 West 95th Street
|
Overland Park
|
KS
|
—
|
2,568
|
|
15,140
|
|
4,224
|
|
—
|
|
(1,677)
|
|
2,580
|
|
17,675
|
|
20,255
|
|
7,110
|
1/11/2002
|
1989
|
|
6555 West 75th Street
|
Overland Park
|
KS
|
—
|
1,274
|
|
1,126
|
|
13,808
|
|
—
|
|
(994)
|
|
1,487
|
|
13,727
|
|
15,214
|
|
5,102
|
10/25/2002
|
1985
|
|
6700 W. 115th Street
|
Overland Park
|
KS
|
—
|
4,503
|
|
29,387
|
|
123
|
|
—
|
|
—
|
|
4,503
|
|
29,510
|
|
34,013
|
|
737
|
1/3/2018
|
2006
|
|
981 Campbell Lane
|
Bowling Green
|
KY
|
—
|
365
|
|
4,345
|
|
494
|
|
—
|
|
(203)
|
|
365
|
|
4,636
|
|
5,001
|
|
1,641
|
11/19/2004
|
1999
|
|
102 Leonardwood Drive
|
Frankfort
|
KY
|
—
|
560
|
|
8,282
|
|
1,240
|
|
—
|
|
(60)
|
|
560
|
|
9,462
|
|
10,022
|
|
3,156
|
8/31/2006
|
1989
|
|
4190 Lafayette Road
|
Hopkinsville
|
KY
|
—
|
316
|
|
3,761
|
|
217
|
|
—
|
|
(193)
|
|
316
|
|
3,785
|
|
4,101
|
|
1,350
|
11/19/2004
|
1999
|
|
690 Mason Headley Road
(7)
|
Lexington
|
KY
|
7,976
|
—
|
|
10,848
|
|
11,647
|
|
—
|
|
(990)
|
|
—
|
|
21,505
|
|
21,505
|
|
10,788
|
1/11/2002
|
1985
|
|
700 Mason Headley Road
(7)
|
Lexington
|
KY
|
1,856
|
—
|
|
6,394
|
|
7,383
|
|
—
|
|
(714)
|
|
—
|
|
13,063
|
|
13,063
|
|
5,810
|
1/11/2002
|
1980
|
|
200 Brookside Drive
|
Louisville
|
KY
|
—
|
3,524
|
|
20,779
|
|
6,185
|
|
—
|
|
(2,608)
|
|
3,549
|
|
24,331
|
|
27,880
|
|
9,981
|
1/11/2002
|
1984
|
|
1517 West Broadway
|
Mayfield
|
KY
|
—
|
268
|
|
2,730
|
|
765
|
|
—
|
|
(157)
|
|
268
|
|
3,338
|
|
3,606
|
|
1,213
|
11/19/2004
|
1999
|
|
1700 Elmdale Road
|
Paducah
|
KY
|
—
|
450
|
|
5,358
|
|
851
|
|
—
|
|
(245)
|
|
451
|
|
5,963
|
|
6,414
|
|
2,073
|
11/19/2004
|
2000
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
100 Neighborly Way
|
Somerset
|
KY
|
—
|
200
|
|
4,919
|
|
265
|
|
—
|
|
—
|
|
200
|
|
5,184
|
|
5,384
|
|
1,586
|
11/6/2006
|
2000
|
|
2661 North Boulevard
|
Baton Rouge
|
LA
|
—
|
199
|
|
1,067
|
|
—
|
|
—
|
|
—
|
|
199
|
|
1,067
|
|
1,266
|
|
104
|
1/29/2015
|
2000
|
|
7656 Realtors Avenue
|
Baton Rouge
|
LA
|
—
|
99
|
|
907
|
|
—
|
|
—
|
|
—
|
|
99
|
|
907
|
|
1,006
|
|
89
|
1/29/2015
|
2005
|
|
137 Veterans Boulevard
|
Denham Springs
|
LA
|
—
|
228
|
|
1,536
|
|
—
|
|
—
|
|
—
|
|
228
|
|
1,536
|
|
1,764
|
|
150
|
1/29/2015
|
2007
|
|
2995 Race Street
|
Jackson
|
LA
|
—
|
30
|
|
845
|
|
—
|
|
—
|
|
—
|
|
30
|
|
845
|
|
875
|
|
83
|
1/29/2015
|
2002
|
|
24660 Plaza Drive
|
Plaquemine
|
LA
|
—
|
99
|
|
1,043
|
|
24
|
|
—
|
|
—
|
|
99
|
|
1,067
|
|
1,166
|
|
104
|
1/29/2015
|
2000
|
|
17392 Vallee Court
|
Prairieville
|
LA
|
—
|
99
|
|
837
|
|
50
|
|
—
|
|
—
|
|
99
|
|
887
|
|
986
|
|
86
|
1/29/2015
|
2001
|
|
35 Millbury Street
|
Auburn
|
MA
|
—
|
1,510
|
|
7,000
|
|
463
|
|
(5,176)
|
|
(1,854)
|
|
364
|
|
1,579
|
|
1,943
|
|
261
|
8/8/2008
|
1977
|
|
1295 Boylston Street
|
Boston
|
MA
|
—
|
7,600
|
|
18,140
|
|
2,511
|
|
—
|
|
—
|
|
7,625
|
|
20,626
|
|
28,251
|
|
3,944
|
1/26/2011
|
1930
|
|
11 Fan Pier Boulevard / 50 Northern Avenue
(6)
|
Boston
|
MA
|
620,000
|
52,643
|
|
784,954
|
|
(653)
|
|
—
|
|
—
|
|
52,643
|
|
784,301
|
|
836,944
|
|
91,865
|
5/7/2014
|
2013
|
|
549 Albany Street
|
Boston
|
MA
|
—
|
4,576
|
|
45,029
|
|
—
|
|
—
|
|
—
|
|
4,569
|
|
45,036
|
|
49,605
|
|
6,005
|
8/22/2013
|
1895
|
|
330 Baker Avenue
|
Concord
|
MA
|
—
|
3,775
|
|
19,906
|
|
—
|
|
—
|
|
—
|
|
3,775
|
|
19,906
|
|
23,681
|
|
1,949
|
1/29/2015
|
2013
|
|
370 Lunenburg Street
|
Fitchburg
|
MA
|
—
|
330
|
|
3,361
|
|
32
|
|
(2,284)
|
|
(881)
|
|
65
|
|
493
|
|
558
|
|
—
|
8/8/2008
|
1994
|
|
165 Mill Street
|
Leominster
|
MA
|
—
|
1,520
|
|
8,703
|
|
751
|
|
(6,927)
|
|
(2,334)
|
|
249
|
|
1,464
|
|
1,713
|
|
332
|
8/8/2008
|
1966
|
|
4 Maguire Road
|
Lexington
|
MA
|
—
|
3,600
|
|
15,555
|
|
1,966
|
|
(7,255)
|
|
—
|
|
3,884
|
|
9,982
|
|
13,866
|
|
2,889
|
12/22/2008
|
1994
|
|
100 Hampshire Street
|
Mansfield
|
MA
|
—
|
2,090
|
|
8,215
|
|
1,005
|
|
—
|
|
—
|
|
2,486
|
|
8,824
|
|
11,310
|
|
1,756
|
12/22/2010
|
1975
|
|
15 Hampshire Street
|
Mansfield
|
MA
|
—
|
1,360
|
|
7,326
|
|
495
|
|
—
|
|
—
|
|
1,748
|
|
7,433
|
|
9,181
|
|
1,526
|
12/22/2010
|
1988
|
|
5 Hampshire Street
|
Mansfield
|
MA
|
—
|
1,190
|
|
5,737
|
|
99
|
|
—
|
|
—
|
|
1,190
|
|
5,836
|
|
7,026
|
|
1,147
|
12/22/2010
|
1988
|
|
176 West Street
|
Milford
|
MA
|
—
|
510
|
|
3,039
|
|
607
|
|
(1,986)
|
|
(797)
|
|
146
|
|
1,227
|
|
1,373
|
|
547
|
8/8/2008
|
1989
|
|
108 Elm Street
|
Millbury
|
MA
|
—
|
160
|
|
767
|
|
—
|
|
(588)
|
|
(201)
|
|
30
|
|
108
|
|
138
|
|
—
|
8/8/2008
|
1950
|
|
30 New Crossing Road
|
Reading
|
MA
|
—
|
1,443
|
|
14,153
|
|
111
|
|
—
|
|
—
|
|
1,443
|
|
14,264
|
|
15,707
|
|
2,245
|
9/27/2012
|
1986
|
|
407 Main Street
|
Spencer
|
MA
|
—
|
270
|
|
2,607
|
|
475
|
|
(1,807)
|
|
(682)
|
|
50
|
|
813
|
|
863
|
|
429
|
8/8/2008
|
1992
|
|
106 East Main Street
|
Westborough
|
MA
|
—
|
920
|
|
6,956
|
|
269
|
|
(4,901)
|
|
(1,828)
|
|
186
|
|
1,230
|
|
1,416
|
|
148
|
8/8/2008
|
1986
|
|
112 East Main Street
|
Westborough
|
MA
|
—
|
230
|
|
135
|
|
—
|
|
(274)
|
|
(37)
|
|
38
|
|
16
|
|
54
|
|
—
|
8/8/2008
|
1900
|
|
299 Cambridge Street
|
Winchester
|
MA
|
—
|
3,218
|
|
18,988
|
|
10,672
|
|
—
|
|
(1,679)
|
|
3,218
|
|
27,981
|
|
31,199
|
|
10,261
|
1/11/2002
|
1991
|
|
135 Gold Star Boulevard
|
Worcester
|
MA
|
—
|
865
|
|
10,912
|
|
1,222
|
|
(8,056)
|
|
(3,007)
|
|
155
|
|
1,781
|
|
1,936
|
|
142
|
8/8/2008
|
1989
|
|
425 North Lake Avenue
|
Worcester
|
MA
|
—
|
1,200
|
|
6,176
|
|
119
|
|
(4,710)
|
|
(1,625)
|
|
232
|
|
928
|
|
1,160
|
|
29
|
8/8/2008
|
1985
|
|
630 Plantation Street
|
Worcester
|
MA
|
—
|
770
|
|
10,408
|
|
693
|
|
(7,359)
|
|
(2,749)
|
|
115
|
|
1,648
|
|
1,763
|
|
331
|
8/8/2008
|
1990
|
|
2717 Riva Road
|
Annapolis
|
MD
|
—
|
1,290
|
|
12,373
|
|
548
|
|
—
|
|
—
|
|
1,290
|
|
12,921
|
|
14,211
|
|
3,510
|
3/31/2008
|
2001
|
|
658 Boulton Street
|
Bel Air
|
MD
|
—
|
4,750
|
|
16,504
|
|
2
|
|
—
|
|
—
|
|
4,750
|
|
16,506
|
|
21,256
|
|
4,591
|
11/30/2007
|
1980
|
|
7600 Laurel Bowie Road
|
Bowie
|
MD
|
—
|
408
|
|
3,421
|
|
642
|
|
—
|
|
(298)
|
|
408
|
|
3,765
|
|
4,173
|
|
1,528
|
10/25/2002
|
2000
|
|
8100 Connecticut Avenue
|
Chevy Chase
|
MD
|
—
|
15,170
|
|
92,830
|
|
5,855
|
|
—
|
|
(1,117)
|
|
15,170
|
|
97,568
|
|
112,738
|
|
18,267
|
12/15/2011
|
1990
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
8220 Snowden River Parkway
|
Columbia
|
MD
|
—
|
1,390
|
|
10,303
|
|
792
|
|
—
|
|
—
|
|
1,390
|
|
11,095
|
|
12,485
|
|
2,903
|
3/31/2008
|
2001
|
|
700 Port Street
|
Easton
|
MD
|
—
|
383
|
|
4,555
|
|
2,994
|
|
—
|
|
(397)
|
|
394
|
|
7,141
|
|
7,535
|
|
2,489
|
10/25/2002
|
2000
|
|
3004 North Ridge Road
|
Ellicott City
|
MD
|
—
|
1,409
|
|
22,691
|
|
7,468
|
|
—
|
|
(1,814)
|
|
1,443
|
|
28,311
|
|
29,754
|
|
10,105
|
3/1/2004
|
1997
|
|
1820 Latham Drive
|
Frederick
|
MD
|
—
|
385
|
|
3,444
|
|
672
|
|
—
|
|
(331)
|
|
385
|
|
3,785
|
|
4,170
|
|
1,506
|
10/25/2002
|
1998
|
|
2100 Whittier Drive
|
Frederick
|
MD
|
—
|
1,260
|
|
9,464
|
|
934
|
|
—
|
|
—
|
|
1,260
|
|
10,398
|
|
11,658
|
|
2,812
|
3/31/2008
|
1999
|
|
10116 Sharpsburg Pike
|
Hagerstown
|
MD
|
—
|
1,040
|
|
7,471
|
|
4,266
|
|
—
|
|
—
|
|
1,044
|
|
11,733
|
|
12,777
|
|
2,796
|
3/31/2008
|
1999
|
|
4000 Old Court Road
|
Pikesville
|
MD
|
—
|
2,000
|
|
4,974
|
|
734
|
|
—
|
|
—
|
|
2,000
|
|
5,708
|
|
7,708
|
|
1,409
|
12/22/2008
|
1987
|
|
12725 Twinbrook Parkway
|
Rockville
|
MD
|
—
|
6,138
|
|
6,526
|
|
391
|
|
—
|
|
—
|
|
6,138
|
|
6,917
|
|
13,055
|
|
408
|
7/12/2017
|
1968
|
|
715 Benfield Road
|
Severna Park
|
MD
|
—
|
229
|
|
9,798
|
|
1,657
|
|
—
|
|
(769)
|
|
242
|
|
10,673
|
|
10,915
|
|
4,341
|
10/25/2002
|
1998
|
|
14400 Homecrest Road
|
Silver Spring
|
MD
|
—
|
1,200
|
|
9,288
|
|
6,828
|
|
—
|
|
(1,270)
|
|
1,207
|
|
14,839
|
|
16,046
|
|
5,325
|
10/25/2002
|
1996
|
|
801 Roeder Road
|
Silver Spring
|
MD
|
—
|
1,900
|
|
12,858
|
|
1,592
|
|
—
|
|
—
|
|
1,900
|
|
14,450
|
|
16,350
|
|
2,488
|
6/27/2012
|
1976
|
|
720 & 734 N. Pine Road
|
Hampton
|
MI
|
—
|
300
|
|
2,406
|
|
—
|
|
—
|
|
(142)
|
|
300
|
|
2,264
|
|
2,564
|
|
898
|
2/28/2003
|
1998
|
|
4004 & 4012 Waldo Road
|
Midland
|
MI
|
—
|
400
|
|
2,606
|
|
—
|
|
—
|
|
(162)
|
|
400
|
|
2,444
|
|
2,844
|
|
970
|
2/28/2003
|
1998
|
|
1605 & 1615 Fredericks Drive
|
Monroe
|
MI
|
—
|
300
|
|
2,506
|
|
—
|
|
—
|
|
(152)
|
|
300
|
|
2,354
|
|
2,654
|
|
934
|
2/28/2003
|
1998
|
|
3150 & 3100 Old Centre Road
|
Portage
|
MI
|
—
|
300
|
|
2,206
|
|
—
|
|
—
|
|
(133)
|
|
300
|
|
2,073
|
|
2,373
|
|
823
|
2/28/2003
|
1998
|
|
2445 & 2485 Mc Carty Road
|
Saginaw
|
MI
|
—
|
600
|
|
5,212
|
|
1
|
|
—
|
|
(305)
|
|
600
|
|
4,908
|
|
5,508
|
|
1,948
|
2/28/2003
|
1998
|
|
11855 Ulysses Street NE
|
Blaine
|
MN
|
—
|
2,774
|
|
9,276
|
|
386
|
|
—
|
|
—
|
|
2,774
|
|
9,662
|
|
12,436
|
|
1,468
|
12/21/2012
|
2007
|
|
1305 Corporate Center Drive
|
Eagan
|
MN
|
—
|
2,300
|
|
13,105
|
|
2,604
|
|
—
|
|
—
|
|
2,735
|
|
15,274
|
|
18,009
|
|
2,904
|
12/22/2010
|
1986
|
|
8301 Golden Valley Road
|
Golden Valley
|
MN
|
—
|
1,256
|
|
4,680
|
|
287
|
|
—
|
|
—
|
|
1,256
|
|
4,967
|
|
6,223
|
|
363
|
2/10/2016
|
1998
|
|
8401 Golden Valley Road
|
Golden Valley
|
MN
|
—
|
1,510
|
|
5,742
|
|
855
|
|
—
|
|
—
|
|
1,510
|
|
6,597
|
|
8,107
|
|
499
|
2/10/2016
|
1998
|
|
8501 Golden Valley Road
|
Golden Valley
|
MN
|
—
|
1,263
|
|
4,288
|
|
584
|
|
—
|
|
—
|
|
1,263
|
|
4,872
|
|
6,135
|
|
352
|
2/10/2016
|
1998
|
|
1201 Northland Drive
|
Mendota Heights
|
MN
|
—
|
1,220
|
|
10,208
|
|
1,250
|
|
—
|
|
—
|
|
1,461
|
|
11,217
|
|
12,678
|
|
2,337
|
1/25/2011
|
1989
|
|
12700 Whitewater Drive
|
Minnetonka
|
MN
|
—
|
5,453
|
|
8,108
|
|
4,880
|
|
—
|
|
—
|
|
5,453
|
|
12,988
|
|
18,441
|
|
292
|
10/2/2017
|
1998
|
|
20600 South Diamond Lake Road
|
Rogers
|
MN
|
—
|
2,760
|
|
45,789
|
|
1,802
|
|
—
|
|
—
|
|
2,852
|
|
47,499
|
|
50,351
|
|
13,302
|
3/1/2008
|
1999
|
|
2200 County Road C West
|
Roseville
|
MN
|
—
|
590
|
|
702
|
|
486
|
|
—
|
|
—
|
|
737
|
|
1,041
|
|
1,778
|
|
226
|
9/30/2011
|
1991
|
|
4166 Lexington Avenue N
|
Shoreview
|
MN
|
—
|
1,300
|
|
4,547
|
|
307
|
|
—
|
|
—
|
|
1,439
|
|
4,715
|
|
6,154
|
|
926
|
5/20/2011
|
1988
|
|
1365 Crestridge Lane
|
West St. Paul
|
MN
|
—
|
400
|
|
2,506
|
|
—
|
|
—
|
|
(292)
|
|
400
|
|
2,214
|
|
2,614
|
|
879
|
2/28/2003
|
1998
|
|
305 & 315 Thompson Avenue
|
West St. Paul
|
MN
|
—
|
400
|
|
3,608
|
|
99
|
|
—
|
|
(402)
|
|
400
|
|
3,305
|
|
3,705
|
|
1,312
|
2/28/2003
|
1998
|
|
5351 Gretna Road
|
Branson
|
MO
|
—
|
743
|
|
10,973
|
|
235
|
|
—
|
|
—
|
|
754
|
|
11,197
|
|
11,951
|
|
1,220
|
5/1/2015
|
2002
|
|
845 N New Ballas Court
|
Creve Coeur
|
MO
|
—
|
1,582
|
|
16,328
|
|
97
|
|
—
|
|
—
|
|
1,582
|
|
16,425
|
|
18,007
|
|
375
|
1/22/2018
|
2006
|
|
3828 College View Drive
|
Joplin
|
MO
|
—
|
260
|
|
11,382
|
|
290
|
|
—
|
|
(14)
|
|
260
|
|
11,658
|
|
11,918
|
|
2,146
|
8/31/2012
|
2003
|
|
14100 Magellan Plaza
|
Maryland Heights
|
MO
|
—
|
3,719
|
|
37,304
|
|
4,333
|
|
—
|
|
—
|
|
3,179
|
|
42,177
|
|
45,356
|
|
4,769
|
1/29/2015
|
2003
|
|
640 E Highland Avenue
|
Nevada
|
MO
|
—
|
311
|
|
5,703
|
|
137
|
|
—
|
|
—
|
|
311
|
|
5,840
|
|
6,151
|
|
616
|
5/1/2015
|
1997
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
2410 W Chesterfield Blvd
|
Springfield
|
MO
|
—
|
924
|
|
12,772
|
|
118
|
|
—
|
|
—
|
|
924
|
|
12,890
|
|
13,814
|
|
1,320
|
5/1/2015
|
1999
|
|
3540 East Cherokee Street
|
Springfield
|
MO
|
—
|
1,084
|
|
11,339
|
|
253
|
|
—
|
|
—
|
|
1,129
|
|
11,547
|
|
12,676
|
|
1,221
|
5/1/2015
|
1996
|
|
4700 North Hanley Road
|
St. Louis
|
MO
|
—
|
5,166
|
|
41,587
|
|
131
|
|
—
|
|
—
|
|
5,166
|
|
41,718
|
|
46,884
|
|
4,082
|
1/29/2015
|
2014
|
|
1 Lincoln Road
|
Hattiesburg
|
MS
|
—
|
1,269
|
|
11,691
|
|
204
|
|
—
|
|
—
|
|
1,277
|
|
11,887
|
|
13,164
|
|
1,711
|
3/22/2013
|
2005
|
|
1488 Belk Boulevard
|
Oxford
|
MS
|
—
|
450
|
|
5,791
|
|
764
|
|
—
|
|
—
|
|
388
|
|
6,617
|
|
7,005
|
|
2,023
|
10/1/2006
|
2000
|
|
108 Clarington Drive
|
Southaven
|
MS
|
—
|
450
|
|
5,795
|
|
1,010
|
|
—
|
|
—
|
|
450
|
|
6,805
|
|
7,255
|
|
2,061
|
10/1/2006
|
2000
|
|
1547 North Hunters Way
|
Bozeman
|
MT
|
—
|
1,616
|
|
27,750
|
|
93
|
|
—
|
|
—
|
|
1,624
|
|
27,835
|
|
29,459
|
|
2,830
|
5/1/2015
|
2008
|
|
118 Alamance Road
|
Burlington
|
NC
|
—
|
575
|
|
9,697
|
|
920
|
|
—
|
|
(84)
|
|
575
|
|
10,533
|
|
11,108
|
|
2,153
|
6/20/2011
|
1998
|
|
1050 Crescent Green Drive
|
Cary
|
NC
|
—
|
713
|
|
4,628
|
|
2,139
|
|
—
|
|
(731)
|
|
713
|
|
6,036
|
|
6,749
|
|
2,468
|
10/25/2002
|
1999
|
|
2220 & 2230 Farmington Drive
|
Chapel Hill
|
NC
|
—
|
800
|
|
6,414
|
|
—
|
|
—
|
|
(375)
|
|
800
|
|
6,039
|
|
6,839
|
|
2,397
|
2/28/2003
|
1996
|
|
2101 Runnymede Lane
|
Charlotte
|
NC
|
—
|
2,475
|
|
11,451
|
|
878
|
|
—
|
|
(87)
|
|
2,458
|
|
12,259
|
|
14,717
|
|
2,761
|
6/20/2011
|
1999
|
|
5920 McChesney Drive
|
Charlotte
|
NC
|
—
|
820
|
|
7,790
|
|
838
|
|
—
|
|
—
|
|
820
|
|
8,628
|
|
9,448
|
|
2,172
|
11/17/2009
|
2001
|
|
6101 Clarke Creek Parkway
|
Charlotte
|
NC
|
—
|
500
|
|
13,960
|
|
36
|
|
—
|
|
—
|
|
500
|
|
13,996
|
|
14,496
|
|
3,595
|
11/17/2009
|
1999
|
|
500 Penny Lane NE
|
Concord
|
NC
|
—
|
1,687
|
|
17,603
|
|
83
|
|
—
|
|
—
|
|
1,687
|
|
17,686
|
|
19,373
|
|
1,415
|
6/29/2016
|
1997
|
|
1002 Highway 54
|
Durham
|
NC
|
—
|
595
|
|
5,200
|
|
232
|
|
—
|
|
(62)
|
|
595
|
|
5,370
|
|
5,965
|
|
1,094
|
6/20/2011
|
1988
|
|
4505 Emperor Boulevard
|
Durham
|
NC
|
—
|
1,285
|
|
16,932
|
|
361
|
|
—
|
|
—
|
|
1,285
|
|
17,293
|
|
18,578
|
|
538
|
10/11/2017
|
2001
|
|
5213 South Alston Avenue
|
Durham
|
NC
|
—
|
1,093
|
|
31,377
|
|
37
|
|
—
|
|
—
|
|
1,093
|
|
31,414
|
|
32,507
|
|
3,075
|
1/29/2015
|
2010
|
|
2755 Union Road
|
Gastonia
|
NC
|
—
|
1,104
|
|
17,834
|
|
202
|
|
—
|
|
—
|
|
1,104
|
|
18,036
|
|
19,140
|
|
1,743
|
6/29/2016
|
1998
|
|
1001 Phifer Road
|
Kings Mountain
|
NC
|
—
|
655
|
|
8,283
|
|
565
|
|
—
|
|
(89)
|
|
657
|
|
8,757
|
|
9,414
|
|
1,852
|
6/23/2011
|
1998
|
|
128 Brawley School Road
|
Mooresville
|
NC
|
—
|
595
|
|
7,305
|
|
586
|
|
—
|
|
(67)
|
|
595
|
|
7,824
|
|
8,419
|
|
1,630
|
6/23/2011
|
1999
|
|
1309 , 1321, & 1325 McCarthy Boulevard
|
New Bern
|
NC
|
—
|
1,245
|
|
20,898
|
|
496
|
|
—
|
|
(159)
|
|
1,245
|
|
21,235
|
|
22,480
|
|
4,122
|
6/20/2011
|
2001/2005/2008
|
|
13150 Dorman Road
|
Pineville
|
NC
|
—
|
550
|
|
7,570
|
|
1,227
|
|
—
|
|
—
|
|
550
|
|
8,797
|
|
9,347
|
|
2,118
|
11/17/2009
|
1998
|
|
13180 Dorman Road
|
Pineville
|
NC
|
—
|
630
|
|
15,230
|
|
7
|
|
—
|
|
—
|
|
630
|
|
15,237
|
|
15,867
|
|
3,910
|
11/17/2009
|
1998
|
|
801 Dixie Trail
|
Raleigh
|
NC
|
—
|
3,233
|
|
17,788
|
|
18
|
|
—
|
|
—
|
|
3,236
|
|
17,803
|
|
21,039
|
|
1,757
|
6/29/2016
|
1992
|
|
2744 South 17th Street
|
Wilmington
|
NC
|
—
|
1,134
|
|
14,771
|
|
409
|
|
—
|
|
—
|
|
1,139
|
|
15,175
|
|
16,314
|
|
1,723
|
4/18/2016
|
1998
|
|
1730 Parkwood Boulevard West
|
Wilson
|
NC
|
—
|
610
|
|
14,787
|
|
332
|
|
—
|
|
(163)
|
|
610
|
|
14,956
|
|
15,566
|
|
2,946
|
6/20/2011
|
2004/2006
|
|
1700 Furnace Street
|
Ashland
|
NE
|
—
|
28
|
|
1,823
|
|
1,388
|
|
—
|
|
(618)
|
|
28
|
|
2,593
|
|
2,621
|
|
1,134
|
7/1/2000
|
1965
|
|
414 North Wilson Street
|
Blue Hill
|
NE
|
—
|
56
|
|
1,064
|
|
844
|
|
—
|
|
(349)
|
|
56
|
|
1,559
|
|
1,615
|
|
662
|
7/1/2000
|
1967
|
|
2720 South 17th Ave
|
Central City
|
NE
|
—
|
21
|
|
919
|
|
655
|
|
—
|
|
(381)
|
|
21
|
|
1,193
|
|
1,214
|
|
572
|
7/1/2000
|
1969
|
|
1112 15th Street
|
Columbus
|
NE
|
—
|
89
|
|
561
|
|
472
|
|
—
|
|
(295)
|
|
88
|
|
739
|
|
827
|
|
349
|
7/1/2000
|
1955
|
|
800 Stoeger Drive
|
Grand Island
|
NE
|
—
|
119
|
|
1,446
|
|
1,415
|
|
—
|
|
(411)
|
|
119
|
|
2,450
|
|
2,569
|
|
1,280
|
4/1/1995
|
1963
|
|
700 South Highway 6
|
Gretna
|
NE
|
—
|
237
|
|
673
|
|
956
|
|
—
|
|
(327)
|
|
250
|
|
1,289
|
|
1,539
|
|
570
|
7/1/2000
|
1972
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
1100 West First Street
|
Milford
|
NE
|
—
|
24
|
|
880
|
|
858
|
|
—
|
|
(416)
|
|
24
|
|
1,322
|
|
1,346
|
|
566
|
7/1/2000
|
1967
|
|
510 Centennial Circle
|
North Platte
|
NE
|
—
|
370
|
|
8,968
|
|
639
|
|
—
|
|
—
|
|
370
|
|
9,607
|
|
9,977
|
|
2,615
|
2/17/2008
|
1988
|
|
17007 Elm Plaza
|
Omaha
|
NE
|
—
|
4,680
|
|
22,022
|
|
—
|
|
—
|
|
—
|
|
4,680
|
|
22,022
|
|
26,702
|
|
5,712
|
8/21/2008
|
2007
|
|
3030 South 80th Street
|
Omaha
|
NE
|
—
|
650
|
|
5,850
|
|
1,240
|
|
—
|
|
(327)
|
|
650
|
|
6,763
|
|
7,413
|
|
2,130
|
6/3/2005
|
1992
|
|
333 Maple Street
|
Sutherland
|
NE
|
—
|
19
|
|
1,251
|
|
516
|
|
—
|
|
(291)
|
|
19
|
|
1,476
|
|
1,495
|
|
634
|
7/1/2000
|
1970
|
|
1350 Centennial Avenue
|
Utica
|
NE
|
—
|
21
|
|
569
|
|
513
|
|
—
|
|
(185)
|
|
21
|
|
897
|
|
918
|
|
388
|
7/1/2000
|
1966
|
|
11041 North 137th Street
|
Waverly
|
NE
|
—
|
529
|
|
686
|
|
617
|
|
—
|
|
(461)
|
|
529
|
|
842
|
|
1,371
|
|
396
|
7/1/2000
|
1989
|
|
55 Corporate Drive
|
Bridgewater
|
NJ
|
—
|
2,782
|
|
66,441
|
|
—
|
|
—
|
|
—
|
|
2,782
|
|
66,441
|
|
69,223
|
|
6,506
|
1/29/2015
|
1986
|
|
490 Cooper Landing Road
|
Cherry Hill
|
NJ
|
—
|
1,001
|
|
8,175
|
|
1,892
|
|
—
|
|
(258)
|
|
1,001
|
|
9,809
|
|
10,810
|
|
3,412
|
12/29/2003
|
1999
|
|
1400 Route 70
|
Lakewood
|
NJ
|
—
|
4,885
|
|
28,803
|
|
2,668
|
|
—
|
|
(2,011)
|
|
4,905
|
|
29,440
|
|
34,345
|
|
12,569
|
1/11/2002
|
1987
|
|
2 Hillside Drive
|
Mt. Arlington
|
NJ
|
—
|
1,375
|
|
11,232
|
|
810
|
|
—
|
|
(399)
|
|
1,393
|
|
11,625
|
|
13,018
|
|
4,375
|
12/29/2003
|
2001
|
|
655 Pomander Walk
|
Teaneck
|
NJ
|
—
|
4,950
|
|
44,550
|
|
3,132
|
|
—
|
|
(985)
|
|
4,984
|
|
46,663
|
|
51,647
|
|
9,541
|
12/15/2011
|
1989
|
|
10500 Academy Road NE
|
Albuquerque
|
NM
|
—
|
3,828
|
|
22,572
|
|
7,433
|
|
—
|
|
(1,945)
|
|
3,828
|
|
28,060
|
|
31,888
|
|
10,504
|
1/11/2002
|
1986
|
|
4100 Prospect Avenue NE
|
Albuquerque
|
NM
|
—
|
540
|
|
10,105
|
|
8
|
|
—
|
|
—
|
|
540
|
|
10,113
|
|
10,653
|
|
2,834
|
10/30/2007
|
1977
|
|
4300 Landau Street NE
|
Albuquerque
|
NM
|
—
|
1,060
|
|
9,875
|
|
8
|
|
—
|
|
—
|
|
1,060
|
|
9,883
|
|
10,943
|
|
2,769
|
10/30/2007
|
1973
|
|
4411 The 25 Way
|
Albuquerque
|
NM
|
—
|
3,480
|
|
25,245
|
|
4,570
|
|
—
|
|
—
|
|
3,931
|
|
29,364
|
|
33,295
|
|
6,128
|
12/22/2010
|
1970
|
|
4420 The 25 Way
|
Albuquerque
|
NM
|
—
|
1,430
|
|
2,609
|
|
356
|
|
—
|
|
—
|
|
1,614
|
|
2,781
|
|
4,395
|
|
673
|
12/22/2010
|
1970
|
|
9190 Coors Boulevard NW
|
Albuquerque
|
NM
|
—
|
1,660
|
|
9,173
|
|
8
|
|
—
|
|
—
|
|
1,660
|
|
9,181
|
|
10,841
|
|
2,573
|
10/30/2007
|
1983
|
|
2200 East Long Street
|
Carson City
|
NV
|
—
|
622
|
|
17,900
|
|
259
|
|
—
|
|
—
|
|
622
|
|
18,159
|
|
18,781
|
|
1,919
|
5/1/2015
|
2009
|
|
3201 Plumas Street
|
Reno
|
NV
|
—
|
2,420
|
|
49,580
|
|
6,821
|
|
—
|
|
(815)
|
|
2,420
|
|
55,586
|
|
58,006
|
|
9,962
|
12/15/2011
|
1989
|
|
6300 Eighth Avenue
|
Brooklyn
|
NY
|
—
|
3,870
|
|
8,545
|
|
59
|
|
—
|
|
—
|
|
3,870
|
|
8,604
|
|
12,474
|
|
2,218
|
8/8/2008
|
1971
|
|
5823 Widewaters Parkway
|
Dewitt
|
NY
|
—
|
600
|
|
5,004
|
|
1,342
|
|
—
|
|
—
|
|
832
|
|
6,114
|
|
6,946
|
|
1,157
|
9/30/2011
|
1991
|
|
4939 Brittonfield Parkway
|
East Syracuse
|
NY
|
—
|
720
|
|
17,084
|
|
1,678
|
|
—
|
|
—
|
|
1,046
|
|
18,436
|
|
19,482
|
|
4,732
|
9/30/2008
|
2001
|
|
5008 Brittonfield Parkway
(6)
|
East Syracuse
|
NY
|
2,037
|
420
|
|
18,407
|
|
672
|
|
—
|
|
—
|
|
711
|
|
18,788
|
|
19,499
|
|
4,897
|
7/9/2008
|
1999
|
|
200 Old County Road
|
Mineola
|
NY
|
—
|
4,920
|
|
24,056
|
|
9,288
|
|
—
|
|
—
|
|
4,920
|
|
33,344
|
|
38,264
|
|
5,934
|
9/30/2011
|
1971
|
|
15 North Broadway
|
White Plains
|
NY
|
—
|
4,900
|
|
13,594
|
|
3,011
|
|
—
|
|
—
|
|
4,900
|
|
16,605
|
|
21,505
|
|
3,481
|
1/26/2009
|
1952
|
|
537 Riverdale Avenue
|
Yonkers
|
NY
|
—
|
8,460
|
|
90,561
|
|
10,515
|
|
—
|
|
(99)
|
|
8,465
|
|
100,972
|
|
109,437
|
|
17,601
|
8/31/2012
|
2000
|
|
4590 Knightsbridge Boulevard
|
Columbus
|
OH
|
—
|
3,623
|
|
27,778
|
|
14,159
|
|
—
|
|
(2,719)
|
|
3,690
|
|
39,151
|
|
42,841
|
|
13,991
|
1/11/2002
|
1989
|
|
3929 Hoover Road
|
Grove City
|
OH
|
—
|
332
|
|
3,081
|
|
791
|
|
—
|
|
—
|
|
332
|
|
3,872
|
|
4,204
|
|
2,257
|
6/4/1993
|
1965
|
|
7555 Innovation Way
|
Mason
|
OH
|
—
|
1,025
|
|
12,883
|
|
—
|
|
—
|
|
—
|
|
1,025
|
|
12,883
|
|
13,908
|
|
725
|
10/6/2016
|
2015
|
|
5260 Naiman Parkway
|
Solon
|
OH
|
—
|
450
|
|
2,305
|
|
1,412
|
|
—
|
|
—
|
|
811
|
|
3,356
|
|
4,167
|
|
632
|
12/22/2010
|
1975
|
|
5370 Naiman Parkway
|
Solon
|
OH
|
—
|
550
|
|
2,147
|
|
1,140
|
|
—
|
|
—
|
|
616
|
|
3,221
|
|
3,837
|
|
496
|
9/30/2011
|
1975
|
|
1808 SE 182nd Avenue
|
Portland
|
OR
|
—
|
1,295
|
|
17,085
|
|
138
|
|
—
|
|
—
|
|
1,307
|
|
17,211
|
|
18,518
|
|
1,817
|
5/1/2015
|
1997
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
8709 S.E. Causey Avenue
|
Portland
|
OR
|
—
|
3,303
|
|
77,428
|
|
207
|
|
—
|
|
—
|
|
3,303
|
|
77,635
|
|
80,938
|
|
7,613
|
5/1/2015
|
1985 / 1991
|
|
71 Darlington Road
|
Beaver Falls
|
PA
|
—
|
1,500
|
|
13,500
|
|
477
|
|
—
|
|
(817)
|
|
1,523
|
|
13,137
|
|
14,660
|
|
4,379
|
10/31/2005
|
1997
|
|
950 Morgan Highway
|
Clarks Summit
|
PA
|
—
|
1,001
|
|
8,233
|
|
509
|
|
—
|
|
(277)
|
|
1,017
|
|
8,449
|
|
9,466
|
|
3,116
|
12/29/2003
|
2001
|
|
145 Broadlawn Drive
|
Elizabeth
|
PA
|
—
|
696
|
|
6,304
|
|
689
|
|
—
|
|
(485)
|
|
696
|
|
6,508
|
|
7,204
|
|
2,201
|
10/31/2005
|
1986
|
|
600 N. Pottstown Pike
|
Exton
|
PA
|
—
|
1,001
|
|
8,233
|
|
1,092
|
|
—
|
|
(308)
|
|
1,001
|
|
9,017
|
|
10,018
|
|
3,313
|
12/29/2003
|
2000
|
|
242 Baltimore Pike
|
Glen Mills
|
PA
|
—
|
1,001
|
|
8,233
|
|
492
|
|
—
|
|
(382)
|
|
1,001
|
|
8,343
|
|
9,344
|
|
3,142
|
12/29/2003
|
2001
|
|
20 Capital Drive
|
Harrisburg
|
PA
|
—
|
397
|
|
9,333
|
|
—
|
|
—
|
|
—
|
|
397
|
|
9,333
|
|
9,730
|
|
914
|
1/29/2015
|
2013
|
|
723 Dresher Road
|
Horsham
|
PA
|
—
|
1,010
|
|
4,456
|
|
437
|
|
—
|
|
—
|
|
1,010
|
|
4,893
|
|
5,903
|
|
906
|
12/22/2010
|
1983
|
|
210 Mall Boulevard
|
King of Prussia
|
PA
|
—
|
1,540
|
|
4,743
|
|
2,184
|
|
—
|
|
—
|
|
1,540
|
|
6,927
|
|
8,467
|
|
1,514
|
8/8/2008
|
1970
|
|
216 Mall Boulevard
|
King of Prussia
|
PA
|
—
|
880
|
|
2,871
|
|
1,278
|
|
—
|
|
—
|
|
978
|
|
4,051
|
|
5,029
|
|
643
|
1/26/2011
|
1970
|
|
5300 Old William Penn Highway
|
Murrysville
|
PA
|
—
|
300
|
|
2,506
|
|
—
|
|
—
|
|
(272)
|
|
300
|
|
2,234
|
|
2,534
|
|
886
|
2/28/2003
|
1998
|
|
800 Manor Drive
|
New Britain (Chalfont)
|
PA
|
—
|
979
|
|
8,052
|
|
560
|
|
—
|
|
(361)
|
|
981
|
|
8,249
|
|
9,230
|
|
3,130
|
12/29/2003
|
1998
|
|
7151 Saltsburg Road
|
Penn Hills
|
PA
|
—
|
200
|
|
904
|
|
—
|
|
—
|
|
(103)
|
|
200
|
|
801
|
|
1,001
|
|
318
|
2/28/2003
|
1997
|
|
5750 Centre Avenue
|
Pittsburgh
|
PA
|
—
|
3,000
|
|
11,828
|
|
2,928
|
|
—
|
|
—
|
|
4,053
|
|
13,703
|
|
17,756
|
|
3,612
|
6/11/2008
|
1991
|
|
730 Holiday Drive
|
Pittsburgh
|
PA
|
—
|
2,480
|
|
6,395
|
|
3,644
|
|
—
|
|
—
|
|
2,711
|
|
9,808
|
|
12,519
|
|
2,330
|
12/22/2010
|
1985
|
|
3043 Walton Road
|
Plymouth Meeting
|
PA
|
—
|
1,680
|
|
9,187
|
|
1,046
|
|
—
|
|
—
|
|
1,713
|
|
10,200
|
|
11,913
|
|
1,708
|
9/30/2011
|
1969
|
|
1400 Riggs Road
|
South Park
|
PA
|
—
|
898
|
|
8,102
|
|
261
|
|
—
|
|
(552)
|
|
898
|
|
7,811
|
|
8,709
|
|
2,600
|
10/31/2005
|
1995
|
|
700 Northampton Street
|
Tiffany Court (Kingston)
|
PA
|
—
|
—
|
|
5,682
|
|
1,461
|
|
—
|
|
(359)
|
|
4
|
|
6,780
|
|
6,784
|
|
2,430
|
12/29/2003
|
1997
|
|
5250 Meadowgreen Drive
|
Whitehall
|
PA
|
—
|
1,599
|
|
14,401
|
|
2,822
|
|
—
|
|
(976)
|
|
1,599
|
|
16,247
|
|
17,846
|
|
4,975
|
10/31/2005
|
1987
|
|
55 Oaklawn Avenue
|
Cranston
|
RI
|
—
|
261
|
|
9,757
|
|
71
|
|
—
|
|
—
|
|
261
|
|
9,828
|
|
10,089
|
|
1,004
|
5/1/2015
|
1995
|
|
1304 McLees Road
|
Anderson
|
SC
|
—
|
295
|
|
3,509
|
|
216
|
|
—
|
|
(147)
|
|
295
|
|
3,578
|
|
3,873
|
|
1,313
|
11/19/2004
|
1999
|
|
109 Old Salem Road
|
Beaufort
|
SC
|
—
|
188
|
|
2,234
|
|
746
|
|
—
|
|
(193)
|
|
188
|
|
2,787
|
|
2,975
|
|
1,163
|
11/19/2004
|
1999
|
|
1119 Pick Pocket Plantation Drive
|
Beaufort
|
SC
|
—
|
1,200
|
|
10,810
|
|
832
|
|
—
|
|
(72)
|
|
1,200
|
|
11,570
|
|
12,770
|
|
2,505
|
6/20/2011
|
2005
|
|
719 Kershaw Highway
|
Camden
|
SC
|
—
|
322
|
|
3,697
|
|
1,090
|
|
—
|
|
(299)
|
|
322
|
|
4,488
|
|
4,810
|
|
1,579
|
11/19/2004
|
1999
|
|
2333 Ashley River Road
|
Charleston
|
SC
|
—
|
848
|
|
14,000
|
|
1,942
|
|
—
|
|
(123)
|
|
871
|
|
15,796
|
|
16,667
|
|
3,204
|
6/20/2011
|
1999
|
|
320 Seven Farms Drive
|
Charleston
|
SC
|
—
|
1,092
|
|
6,605
|
|
1,151
|
|
—
|
|
(22)
|
|
1,092
|
|
7,734
|
|
8,826
|
|
1,410
|
5/29/2012
|
1998
|
|
201 Executive Center Drive
|
Columbia
|
SC
|
—
|
390
|
|
4,659
|
|
1,888
|
|
—
|
|
—
|
|
390
|
|
6,547
|
|
6,937
|
|
1,276
|
12/22/2010
|
1985
|
|
251 Springtree Drive
|
Columbia
|
SC
|
—
|
300
|
|
1,905
|
|
—
|
|
—
|
|
(112)
|
|
300
|
|
1,793
|
|
2,093
|
|
712
|
2/28/2003
|
1998
|
|
3 Summit Terrace
|
Columbia
|
SC
|
—
|
610
|
|
7,900
|
|
785
|
|
—
|
|
—
|
|
610
|
|
8,685
|
|
9,295
|
|
2,198
|
11/17/2009
|
2002
|
|
7909 Parklane Road
|
Columbia
|
SC
|
—
|
1,580
|
|
4,520
|
|
689
|
|
—
|
|
—
|
|
1,580
|
|
5,209
|
|
6,789
|
|
1,155
|
9/30/2011
|
1990
|
|
355 Berkmans Lane
|
Greenville
|
SC
|
—
|
700
|
|
7,240
|
|
640
|
|
—
|
|
—
|
|
700
|
|
7,880
|
|
8,580
|
|
1,981
|
11/17/2009
|
2002
|
|
116 Enterprise Court
|
Greenwood
|
SC
|
—
|
310
|
|
2,790
|
|
367
|
|
—
|
|
(152)
|
|
310
|
|
3,005
|
|
3,315
|
|
1,016
|
6/3/2005
|
1999
|
|
1901 West Carolina Avenue
|
Hartsville
|
SC
|
—
|
401
|
|
4,775
|
|
573
|
|
—
|
|
(229)
|
|
401
|
|
5,119
|
|
5,520
|
|
1,849
|
11/19/2004
|
1999
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
218 Old Chapin Road
|
Lexington
|
SC
|
—
|
363
|
|
4,322
|
|
563
|
|
—
|
|
(231)
|
|
363
|
|
4,654
|
|
5,017
|
|
1,682
|
11/19/2004
|
1999
|
|
491 Highway 17
|
Little River
|
SC
|
—
|
750
|
|
9,018
|
|
1,093
|
|
—
|
|
(38)
|
|
750
|
|
10,073
|
|
10,823
|
|
2,071
|
6/23/2011
|
2000
|
|
1010 Anna Knapp Boulevard
|
Mt. Pleasant
|
SC
|
—
|
1,797
|
|
6,132
|
|
—
|
|
—
|
|
—
|
|
1,797
|
|
6,132
|
|
7,929
|
|
633
|
6/29/2016
|
1997
|
|
601 Mathis Ferry Road
|
Mt. Pleasant
|
SC
|
—
|
1,687
|
|
12,612
|
|
7
|
|
—
|
|
—
|
|
1,687
|
|
12,619
|
|
14,306
|
|
1,167
|
6/29/2016
|
1999
|
|
937 Bowman Road
|
Mt. Pleasant
|
SC
|
—
|
3,898
|
|
31,613
|
|
6,289
|
|
—
|
|
(77)
|
|
3,907
|
|
37,816
|
|
41,723
|
|
7,277
|
7/1/2012
|
1997 / 1983
|
|
9547 Highway 17 North
|
Myrtle Beach
|
SC
|
—
|
543
|
|
3,202
|
|
8,056
|
|
—
|
|
(343)
|
|
556
|
|
10,902
|
|
11,458
|
|
3,416
|
1/11/2002
|
1980
|
|
2306 Riverbank Drive
|
Orangeburg
|
SC
|
—
|
303
|
|
3,607
|
|
709
|
|
—
|
|
(219)
|
|
303
|
|
4,097
|
|
4,400
|
|
1,508
|
11/19/2004
|
1999
|
|
1920 Ebenezer Road
|
Rock Hill
|
SC
|
—
|
300
|
|
1,705
|
|
—
|
|
—
|
|
(162)
|
|
300
|
|
1,543
|
|
1,843
|
|
612
|
2/28/2003
|
1998
|
|
15855 Wells Highway
|
Seneca
|
SC
|
—
|
396
|
|
4,714
|
|
476
|
|
—
|
|
(184)
|
|
396
|
|
5,006
|
|
5,402
|
|
1,853
|
11/19/2004
|
2000
|
|
One Southern Court
|
West Columbia
|
SC
|
—
|
520
|
|
3,831
|
|
594
|
|
—
|
|
—
|
|
557
|
|
4,388
|
|
4,945
|
|
961
|
12/22/2010
|
2000
|
|
1251 Arizona Ave S.W.
|
Huron
|
SD
|
—
|
45
|
|
968
|
|
—
|
|
—
|
|
—
|
|
45
|
|
968
|
|
1,013
|
|
658
|
6/30/1992
|
1968
|
|
1345 Michigan Ave SW
|
Huron
|
SD
|
—
|
144
|
|
3,108
|
|
3
|
|
—
|
|
—
|
|
144
|
|
3,111
|
|
3,255
|
|
2,114
|
6/30/1992
|
1968
|
|
3600 S. Norton
|
Sioux Falls
|
SD
|
—
|
253
|
|
3,062
|
|
2
|
|
—
|
|
—
|
|
253
|
|
3,064
|
|
3,317
|
|
2,085
|
6/30/1992
|
1960
|
|
6716 Nolensville Road
|
Brentwood
|
TN
|
—
|
1,528
|
|
6,037
|
|
137
|
|
—
|
|
—
|
|
1,528
|
|
6,174
|
|
7,702
|
|
958
|
11/30/2012
|
2010
|
|
207 Uffelman Drive
|
Clarksville
|
TN
|
—
|
320
|
|
2,994
|
|
628
|
|
—
|
|
—
|
|
320
|
|
3,622
|
|
3,942
|
|
1,165
|
12/31/2006
|
1997
|
|
51 Patel Way
|
Clarksville
|
TN
|
—
|
800
|
|
10,322
|
|
5,328
|
|
—
|
|
(25)
|
|
802
|
|
15,623
|
|
16,425
|
|
2,089
|
12/19/2012
|
2005
|
|
2900 Westside Drive NW
|
Cleveland
|
TN
|
—
|
305
|
|
3,627
|
|
748
|
|
—
|
|
(213)
|
|
305
|
|
4,162
|
|
4,467
|
|
1,455
|
11/19/2004
|
1998
|
|
1010 East Spring Street
|
Cookeville
|
TN
|
—
|
322
|
|
3,828
|
|
623
|
|
—
|
|
(170)
|
|
322
|
|
4,281
|
|
4,603
|
|
1,537
|
11/19/2004
|
1998
|
|
105 Sunrise Circle
|
Franklin
|
TN
|
—
|
322
|
|
3,833
|
|
865
|
|
—
|
|
(186)
|
|
329
|
|
4,505
|
|
4,834
|
|
1,544
|
11/19/2004
|
1997
|
|
1085 Hartsville Pike
|
Gallatin
|
TN
|
—
|
280
|
|
3,327
|
|
424
|
|
—
|
|
(160)
|
|
280
|
|
3,591
|
|
3,871
|
|
1,240
|
11/19/2004
|
1998
|
|
2025 Caldwell Drive
|
Goodlettsville
|
TN
|
—
|
400
|
|
3,507
|
|
8,547
|
|
—
|
|
(202)
|
|
400
|
|
11,852
|
|
12,252
|
|
1,792
|
2/28/2003
|
1998
|
|
1200 North Parkway
|
Jackson
|
TN
|
—
|
295
|
|
3,506
|
|
351
|
|
—
|
|
(207)
|
|
299
|
|
3,646
|
|
3,945
|
|
1,330
|
11/19/2004
|
1999
|
|
550 Deer View Way
|
Jefferson City
|
TN
|
—
|
940
|
|
8,057
|
|
849
|
|
—
|
|
—
|
|
943
|
|
8,903
|
|
9,846
|
|
1,309
|
10/15/2013
|
2001
|
|
10914 Kingston Pike
(6)
|
Knoxville
|
TN
|
10,443
|
613
|
|
12,410
|
|
99
|
|
—
|
|
—
|
|
613
|
|
12,509
|
|
13,122
|
|
219
|
6/29/2018
|
2008
|
|
3020 Heatherton Way
|
Knoxville
|
TN
|
—
|
304
|
|
3,618
|
|
1,811
|
|
—
|
|
(296)
|
|
304
|
|
5,133
|
|
5,437
|
|
1,763
|
11/19/2004
|
1998
|
|
3030 Holbrook Drive
(6)
|
Knoxville
|
TN
|
5,998
|
352
|
|
7,128
|
|
88
|
|
—
|
|
—
|
|
352
|
|
7,216
|
|
7,568
|
|
129
|
6/29/2018
|
1999
|
|
100 Chatuga Drive West
|
Loudon
|
TN
|
—
|
580
|
|
16,093
|
|
12,692
|
|
—
|
|
—
|
|
580
|
|
28,785
|
|
29,365
|
|
444
|
1/19/2018
|
2003
|
|
511 Pearson Springs Road
|
Maryville
|
TN
|
—
|
300
|
|
3,207
|
|
100
|
|
—
|
|
(192)
|
|
300
|
|
3,115
|
|
3,415
|
|
1,236
|
2/28/2003
|
1998
|
|
1710 Magnolia Boulevard
|
Nashville
|
TN
|
—
|
750
|
|
6,750
|
|
4,531
|
|
—
|
|
(390)
|
|
750
|
|
10,891
|
|
11,641
|
|
3,518
|
6/3/2005
|
1979
|
|
350 Volunteer Drive
|
Paris
|
TN
|
—
|
110
|
|
12,100
|
|
14
|
|
—
|
|
—
|
|
110
|
|
12,114
|
|
12,224
|
|
1,270
|
6/29/2016
|
1997
|
|
971 State Hwy 121
|
Allen
|
TX
|
—
|
2,590
|
|
17,912
|
|
—
|
|
—
|
|
—
|
|
2,590
|
|
17,912
|
|
20,502
|
|
4,646
|
8/21/2008
|
2006
|
|
1111 W. 34th Street
|
Austin
|
TX
|
—
|
400
|
|
21,021
|
|
1,340
|
|
—
|
|
—
|
|
692
|
|
22,069
|
|
22,761
|
|
5,705
|
6/25/2008
|
1975
|
|
6818 Austin Center Boulevard
|
Austin
|
TX
|
—
|
1,540
|
|
27,467
|
|
1,581
|
|
—
|
|
—
|
|
1,585
|
|
29,003
|
|
30,588
|
|
7,418
|
10/31/2008
|
1994
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
6937 N Interstate Hwy 35
|
Austin
|
TX
|
—
|
760
|
|
5,186
|
|
215
|
|
—
|
|
—
|
|
820
|
|
5,341
|
|
6,161
|
|
1,059
|
1/26/2011
|
1980
|
|
7600 N Capital Texas Highway
|
Austin
|
TX
|
—
|
300
|
|
4,557
|
|
353
|
|
—
|
|
—
|
|
300
|
|
4,910
|
|
5,210
|
|
933
|
12/22/2010
|
1996
|
|
4620 Bellaire Boulevard
|
Bellaire
|
TX
|
—
|
1,238
|
|
11,010
|
|
3,408
|
|
—
|
|
(59)
|
|
1,238
|
|
14,359
|
|
15,597
|
|
7,720
|
10/1/2012
|
1991
|
|
120 Crosspoint Drive
|
Boerne
|
TX
|
—
|
220
|
|
4,926
|
|
141
|
|
—
|
|
—
|
|
227
|
|
5,060
|
|
5,287
|
|
1,392
|
2/7/2008
|
1990
|
|
4015 Interstate 45
|
Conroe
|
TX
|
—
|
620
|
|
14,074
|
|
661
|
|
—
|
|
—
|
|
620
|
|
14,735
|
|
15,355
|
|
3,081
|
10/26/2010
|
2009
|
|
5455 La Sierra Drive
|
Dallas
|
TX
|
—
|
2,300
|
|
25,200
|
|
4,923
|
|
—
|
|
(583)
|
|
2,313
|
|
29,527
|
|
31,840
|
|
5,501
|
12/15/2011
|
1989
|
|
7831 Park Lane
|
Dallas
|
TX
|
—
|
4,709
|
|
27,768
|
|
18,619
|
|
—
|
|
(2,148)
|
|
4,747
|
|
44,201
|
|
48,948
|
|
14,035
|
1/11/2002
|
1990
|
|
1575 Belvidere Street
|
El Paso
|
TX
|
—
|
2,301
|
|
13,567
|
|
2,832
|
|
—
|
|
(1,029)
|
|
2,313
|
|
15,358
|
|
17,671
|
|
6,238
|
1/11/2002
|
1987
|
|
96 Frederick Road
|
Fredericksburg
|
TX
|
—
|
280
|
|
4,866
|
|
5,178
|
|
—
|
|
—
|
|
280
|
|
10,044
|
|
10,324
|
|
1,870
|
2/7/2008
|
1999
|
|
6435 S.F.M. 549
|
Heath
|
TX
|
—
|
1,135
|
|
7,892
|
|
297
|
|
—
|
|
—
|
|
1,135
|
|
8,189
|
|
9,324
|
|
1,244
|
12/31/2012
|
2004
|
|
13215 Dotson Road
|
Houston
|
TX
|
—
|
990
|
|
13,887
|
|
1,073
|
|
—
|
|
—
|
|
990
|
|
14,960
|
|
15,950
|
|
2,439
|
7/17/2012
|
2007
|
|
777 North Post Oak Road
|
Houston
|
TX
|
—
|
5,537
|
|
32,647
|
|
21,107
|
|
—
|
|
(3,119)
|
|
5,540
|
|
50,632
|
|
56,172
|
|
17,203
|
1/11/2002
|
1989
|
|
10030 North MacArthur Boulevard
|
Irving
|
TX
|
—
|
2,186
|
|
15,869
|
|
376
|
|
—
|
|
—
|
|
2,186
|
|
16,245
|
|
18,431
|
|
1,558
|
1/29/2015
|
1999
|
|
4770 Regent Boulevard
|
Irving
|
TX
|
—
|
2,830
|
|
15,082
|
|
3,515
|
|
—
|
|
—
|
|
2,830
|
|
18,597
|
|
21,427
|
|
4,473
|
6/25/2008
|
1995
|
|
9812 Slide Road
|
Lubbock
|
TX
|
—
|
1,110
|
|
9,798
|
|
—
|
|
—
|
|
—
|
|
1,110
|
|
9,798
|
|
10,908
|
|
2,103
|
6/4/2010
|
2009
|
|
605 Gateway Central
|
Marble Falls
|
TX
|
—
|
1,440
|
|
7,125
|
|
855
|
|
—
|
|
(34)
|
|
1,440
|
|
7,946
|
|
9,386
|
|
1,490
|
12/19/2012
|
1994 / 2002
|
|
7150 N. President George Bush Turnpike
|
North Garland
|
TX
|
—
|
1,981
|
|
8,548
|
|
437
|
|
—
|
|
—
|
|
1,981
|
|
8,985
|
|
10,966
|
|
1,285
|
12/31/2012
|
2006
|
|
2265 North Lakeshore Drive
|
Rockwall
|
TX
|
—
|
497
|
|
3,582
|
|
—
|
|
—
|
|
—
|
|
497
|
|
3,582
|
|
4,079
|
|
351
|
1/29/2015
|
2013
|
|
18302 Talavera Ridge
|
San Antonio
|
TX
|
—
|
6,855
|
|
30,630
|
|
—
|
|
—
|
|
—
|
|
6,855
|
|
30,630
|
|
37,485
|
|
2,999
|
1/29/2015
|
2008
|
|
21 Spurs Lane
(6)
|
San Antonio
|
TX
|
13,146
|
3,141
|
|
23,142
|
|
594
|
|
—
|
|
—
|
|
3,141
|
|
23,736
|
|
26,877
|
|
2,813
|
4/10/2014
|
2006
|
|
311 West Nottingham Place
|
San Antonio
|
TX
|
—
|
4,283
|
|
25,256
|
|
9,721
|
|
—
|
|
(2,361)
|
|
4,296
|
|
32,603
|
|
36,899
|
|
12,454
|
1/11/2002
|
1989
|
|
511 Knights Cross Drive
|
San Antonio
|
TX
|
—
|
1,200
|
|
6,500
|
|
36
|
|
—
|
|
—
|
|
1,200
|
|
6,536
|
|
7,736
|
|
1,703
|
11/17/2009
|
2003
|
|
575 Knights Cross Drive
|
San Antonio
|
TX
|
—
|
1,100
|
|
13,900
|
|
375
|
|
—
|
|
—
|
|
1,100
|
|
14,275
|
|
15,375
|
|
3,778
|
11/17/2009
|
2003
|
|
301 East Airline Road
|
Victoria
|
TX
|
—
|
99
|
|
1,635
|
|
12
|
|
—
|
|
—
|
|
99
|
|
1,647
|
|
1,746
|
|
161
|
1/29/2015
|
1977
|
|
5055 West Panther Creek Drive
|
Woodlands
|
TX
|
—
|
3,694
|
|
21,782
|
|
4,215
|
|
—
|
|
(2,528)
|
|
3,701
|
|
23,462
|
|
27,163
|
|
10,120
|
1/11/2002
|
1988
|
|
491 Crestwood Drive
|
Charlottesville
|
VA
|
—
|
641
|
|
7,633
|
|
1,661
|
|
—
|
|
(402)
|
|
641
|
|
8,892
|
|
9,533
|
|
3,039
|
11/19/2004
|
1998
|
|
1005 Elysian Place
|
Chesapeake
|
VA
|
—
|
2,370
|
|
23,705
|
|
360
|
|
—
|
|
(153)
|
|
2,381
|
|
23,901
|
|
26,282
|
|
4,761
|
6/20/2011
|
2006
|
|
2856 Forehand Drive
|
Chesapeake
|
VA
|
—
|
160
|
|
1,498
|
|
908
|
|
—
|
|
(215)
|
|
160
|
|
2,191
|
|
2,351
|
|
808
|
5/30/2003
|
1987
|
|
4027 Martinsburg Pike
|
Clear Brook
|
VA
|
—
|
3,775
|
|
21,768
|
|
—
|
|
—
|
|
—
|
|
3,775
|
|
21,768
|
|
25,543
|
|
2,131
|
1/29/2015
|
2013
|
|
4001 Fair Ridge Drive
|
Fairfax
|
VA
|
—
|
2,500
|
|
7,147
|
|
1,736
|
|
—
|
|
—
|
|
2,646
|
|
8,737
|
|
11,383
|
|
2,176
|
12/22/2008
|
1990
|
|
20 HeartFields Lane
|
Fredericksburg
|
VA
|
—
|
287
|
|
8,480
|
|
1,322
|
|
—
|
|
(685)
|
|
287
|
|
9,117
|
|
9,404
|
|
3,704
|
10/25/2002
|
1998
|
|
2800 Polo Parkway
|
Midlothian
|
VA
|
—
|
1,103
|
|
13,126
|
|
1,894
|
|
—
|
|
(667)
|
|
1,103
|
|
14,353
|
|
15,456
|
|
5,115
|
11/19/2004
|
1996
|
|
655 Denbigh Boulevard
|
Newport News
|
VA
|
—
|
581
|
|
6,921
|
|
1,344
|
|
—
|
|
(342)
|
|
584
|
|
7,920
|
|
8,504
|
|
2,582
|
11/19/2004
|
1998
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
6160 Kempsville Circle
|
Norfolk
|
VA
|
—
|
3,263
|
|
7,615
|
|
1,430
|
|
—
|
|
—
|
|
3,263
|
|
9,045
|
|
12,308
|
|
233
|
12/22/2017
|
1987
|
|
6161 Kempsville Road
|
Norfolk
|
VA
|
—
|
1,530
|
|
9,531
|
|
1,463
|
|
—
|
|
—
|
|
1,530
|
|
10,994
|
|
12,524
|
|
2,651
|
12/22/2008
|
1999
|
|
6311 Granby Street
|
Norfolk
|
VA
|
—
|
1,920
|
|
16,538
|
|
145
|
|
—
|
|
(188)
|
|
1,932
|
|
16,483
|
|
18,415
|
|
3,293
|
6/20/2011
|
2005
|
|
885 Kempsville Road
|
Norfolk
|
VA
|
—
|
1,780
|
|
8,354
|
|
1,346
|
|
—
|
|
—
|
|
1,780
|
|
9,700
|
|
11,480
|
|
2,742
|
5/20/2009
|
1981
|
|
531 Wythe Creek Road
|
Poquoson
|
VA
|
—
|
220
|
|
2,041
|
|
839
|
|
—
|
|
(212)
|
|
220
|
|
2,668
|
|
2,888
|
|
980
|
5/30/2003
|
1987
|
|
10800 Nuckols Road
(6)
|
Glen Allen
|
VA
|
10,901
|
2,863
|
|
11,105
|
|
86
|
|
—
|
|
—
|
|
2,863
|
|
11,191
|
|
14,054
|
|
239
|
3/28/2018
|
2000
|
|
3000 Skipwith Road
|
Richmond
|
VA
|
—
|
732
|
|
8,717
|
|
731
|
|
—
|
|
(468)
|
|
732
|
|
8,980
|
|
9,712
|
|
3,195
|
11/19/2004
|
1999
|
|
9900 Independence Park Drive
|
Richmond
|
VA
|
—
|
326
|
|
3,166
|
|
34
|
|
—
|
|
—
|
|
326
|
|
3,200
|
|
3,526
|
|
616
|
11/22/2011
|
2005
|
|
9930 Independence Park Drive
|
Richmond
|
VA
|
—
|
604
|
|
4,975
|
|
163
|
|
—
|
|
—
|
|
604
|
|
5,138
|
|
5,742
|
|
881
|
11/22/2011
|
2005
|
|
5620 Wesleyan Drive
|
Virginia Beach
|
VA
|
—
|
893
|
|
7,926
|
|
1,686
|
|
—
|
|
(26)
|
|
893
|
|
9,586
|
|
10,479
|
|
5,392
|
9/1/2012
|
1990
|
|
4132 Longhill Road
|
Williamsburg
|
VA
|
—
|
270
|
|
2,468
|
|
1,144
|
|
—
|
|
(200)
|
|
270
|
|
3,412
|
|
3,682
|
|
1,243
|
5/30/2003
|
1987
|
|
440 McLaws Circle
|
Williamsburg
|
VA
|
—
|
1,466
|
|
17,340
|
|
42
|
|
—
|
|
—
|
|
1,466
|
|
17,382
|
|
18,848
|
|
1,617
|
6/29/2016
|
1998
|
|
21717 30th Drive SE
|
Bothell
|
WA
|
—
|
3,012
|
|
12,582
|
|
—
|
|
—
|
|
—
|
|
3,012
|
|
12,582
|
|
15,594
|
|
1,861
|
2/14/2013
|
1998
|
|
21823 30th Drive SE
|
Bothell
|
WA
|
—
|
2,627
|
|
12,657
|
|
—
|
|
—
|
|
—
|
|
2,627
|
|
12,657
|
|
15,284
|
|
1,872
|
2/14/2013
|
2000
|
|
10330 4th Avenue W
|
Everett
|
WA
|
—
|
813
|
|
6,844
|
|
43
|
|
—
|
|
—
|
|
819
|
|
6,881
|
|
7,700
|
|
692
|
5/1/2015
|
1997
|
|
516 Kenosia Avenue South
|
Kent
|
WA
|
—
|
1,300
|
|
8,458
|
|
2,655
|
|
—
|
|
—
|
|
1,341
|
|
11,072
|
|
12,413
|
|
1,915
|
7/31/2012
|
1971
|
|
204 N. First Street
|
La Conner
|
WA
|
—
|
321
|
|
12,368
|
|
67
|
|
—
|
|
—
|
|
321
|
|
12,435
|
|
12,756
|
|
1,228
|
5/1/2015
|
1998
|
|
2956 152nd Ave NE
|
Redmond
|
WA
|
—
|
5,120
|
|
16,683
|
|
5,782
|
|
—
|
|
—
|
|
5,136
|
|
22,449
|
|
27,585
|
|
3,325
|
1/9/2013
|
1990
|
|
555 16th Avenue
|
Seattle
|
WA
|
—
|
256
|
|
4,869
|
|
68
|
|
—
|
|
(513)
|
|
256
|
|
4,424
|
|
4,680
|
|
2,778
|
11/1/1993
|
1964
|
|
18740 West Bluemound Road
|
Brookfield
|
WI
|
—
|
832
|
|
3,849
|
|
4,316
|
|
—
|
|
(1,354)
|
|
832
|
|
6,811
|
|
7,643
|
|
3,294
|
12/28/1990
|
1964
|
|
3003 West Good Hope Road
|
Glendale
|
WI
|
—
|
1,500
|
|
33,747
|
|
—
|
|
—
|
|
—
|
|
1,500
|
|
33,747
|
|
35,247
|
|
7,804
|
9/30/2009
|
1963
|
|
7007 North Range Line Road
|
Glendale
|
WI
|
—
|
250
|
|
3,797
|
|
—
|
|
—
|
|
—
|
|
250
|
|
3,797
|
|
4,047
|
|
878
|
9/30/2009
|
1964
|
|
215 Washington Street
|
Grafton
|
WI
|
—
|
500
|
|
10,058
|
|
—
|
|
—
|
|
—
|
|
500
|
|
10,058
|
|
10,558
|
|
2,326
|
9/30/2009
|
2009
|
|
N168W22022 Main Street
|
Jackson
|
WI
|
—
|
188
|
|
5,962
|
|
380
|
|
—
|
|
—
|
|
192
|
|
6,338
|
|
6,530
|
|
734
|
12/1/2014
|
2005
|
|
8351 Sheridan Road
|
Kenosha
|
WI
|
—
|
750
|
|
7,669
|
|
148
|
|
—
|
|
—
|
|
750
|
|
7,817
|
|
8,567
|
|
2,156
|
1/1/2008
|
2000
|
|
5601 Burke Road
|
Madison
|
WI
|
—
|
700
|
|
7,461
|
|
99
|
|
—
|
|
—
|
|
712
|
|
7,548
|
|
8,260
|
|
2,064
|
1/1/2008
|
2000
|
|
7707 N. Brookline Drive
|
Madison
|
WI
|
—
|
2,615
|
|
35,545
|
|
751
|
|
—
|
|
—
|
|
2,631
|
|
36,280
|
|
38,911
|
|
4,010
|
12/1/2014
|
1999 / 2004
|
|
10803 North Port Washington Road
|
Mequon
|
WI
|
—
|
800
|
|
8,388
|
|
409
|
|
—
|
|
(25)
|
|
805
|
|
8,767
|
|
9,572
|
|
2,448
|
1/1/2008
|
1999
|
|
701 East Puetz Road
|
Oak Creek
|
WI
|
—
|
650
|
|
18,396
|
|
374
|
|
—
|
|
—
|
|
664
|
|
18,756
|
|
19,420
|
|
5,211
|
1/1/2008
|
2001
|
|
W231 N1440 Corporate Court
|
Pewaukee
|
WI
|
—
|
3,900
|
|
41,140
|
|
—
|
|
—
|
|
—
|
|
3,900
|
|
41,140
|
|
45,040
|
|
9,514
|
9/30/2009
|
1994
|
|
8348 & 8400 Washington Avenue
|
Racine
|
WI
|
—
|
1,150
|
|
22,436
|
|
—
|
|
—
|
|
—
|
|
1,150
|
|
22,436
|
|
23,586
|
|
5,188
|
9/30/2009
|
1986
|
|
1221 North 26th Street
|
Sheboygan
|
WI
|
—
|
300
|
|
975
|
|
—
|
|
—
|
|
—
|
|
300
|
|
975
|
|
1,275
|
|
226
|
9/30/2009
|
1987
|
|
1222 North 23rd Street
|
Sheboygan
|
WI
|
—
|
120
|
|
4,014
|
|
—
|
|
—
|
|
—
|
|
120
|
|
4,014
|
|
4,134
|
|
928
|
9/30/2009
|
1987
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
Cost at December 31, 2018
|
|
|
||||||||||
|
Address
|
City
|
State
|
Encumbrances
(1)
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Impairment
|
|
Cost Basis Adjustment
(2)
|
|
Land
|
|
Buildings,
Improvements &
Equipment
|
|
Total
(3)
|
|
Accumulated
Depreciation
(4)
|
Date
Acquired
(5)
|
Original
Construction
Date
|
|
2414 Kohler Memorial Drive
|
Sheboygan
|
WI
|
—
|
1,400
|
|
35,168
|
|
—
|
|
—
|
|
—
|
|
1,400
|
|
35,168
|
|
36,568
|
|
8,133
|
9/30/2009
|
1986
|
|
1125 N Edge Trail
|
Verona
|
WI
|
—
|
1,365
|
|
9,581
|
|
1,344
|
|
—
|
|
—
|
|
1,365
|
|
10,925
|
|
12,290
|
|
1,735
|
11/1/2013
|
2001
|
|
1451 Cleveland Avenue
|
Waukesha
|
WI
|
—
|
68
|
|
3,452
|
|
3,203
|
|
—
|
|
(438)
|
|
68
|
|
6,217
|
|
6,285
|
|
3,954
|
12/28/1990
|
1958
|
|
3289 North Mayfair Road
|
Wauwatosa
|
WI
|
—
|
2,300
|
|
6,245
|
|
—
|
|
—
|
|
—
|
|
2,300
|
|
6,245
|
|
8,545
|
|
1,444
|
9/30/2009
|
1964
|
|
5301 West Lincoln Avenue
|
West Allis
|
WI
|
—
|
1,600
|
|
20,377
|
|
7,461
|
|
—
|
|
—
|
|
1,600
|
|
27,838
|
|
29,438
|
|
6,824
|
1/1/2008
|
2001
|
|
503 South 18th Street
|
Laramie
|
WY
|
—
|
191
|
|
3,632
|
|
970
|
|
—
|
|
(666)
|
|
194
|
|
3,933
|
|
4,127
|
|
2,381
|
12/30/1993
|
1964
|
|
1901 Howell Avenue
|
Worland
|
WY
|
—
|
132
|
|
2,508
|
|
1,431
|
|
—
|
|
(520)
|
|
132
|
|
3,419
|
|
3,551
|
|
1,905
|
12/30/1993
|
1970
|
|
|
Total
|
|
$744,580
|
$832,097
|
|
$6,325,573
|
|
$899,521
|
|
$(58,180)
|
|
$(122,711)
|
|
$844,567
|
|
$7,031,733
|
|
$7,876,300
|
|
$1,534,392
|
|
|
|
(1)
|
Represents mortgage debts and capital leases, excluding the unamortized balance of fair value adjustments totaling approximately
$0.4 million
.
|
|
(2)
|
Represents reclassifications between accumulated depreciation and buildings, improvements & equipment made to record certain properties at fair value in accordance with GAAP.
|
|
(3)
|
Aggregate cost for federal income tax purposes is approximately
$8.9 billion
.
|
|
(4)
|
We depreciate buildings and improvements over periods ranging up to
40 years
and equipment over periods ranging up to
12 years
.
|
|
(5)
|
For assets transferred to us upon our spin off from our former parent entity, indicates the dates acquired by our former parent entity.
|
|
(6)
|
These properties are collateral for our
$734.7 million
of mortgage debts.
|
|
(7)
|
These properties are subject to our
$9.8 million
of capital leases.
|
|
|
|
Real Estate and
Equipment
|
|
Accumulated
Depreciation
|
||||
|
Balance as of December 31, 2015
|
|
7,456,940
|
|
|
1,147,540
|
|
||
|
Additions
|
|
317,392
|
|
|
188,445
|
|
||
|
Disposals
|
|
(43,809
|
)
|
|
(7,974
|
)
|
||
|
Reclassification of assets held for sale
|
|
(112,976
|
)
|
|
(57,295
|
)
|
||
|
Balance as of December 31, 2016
|
|
7,617,547
|
|
|
1,270,716
|
|
||
|
Additions
|
|
226,105
|
|
|
193,697
|
|
||
|
Disposals
|
|
(18,889
|
)
|
|
(9,936
|
)
|
||
|
Balance as of December 31, 2017
|
|
7,824,763
|
|
|
1,454,477
|
|
||
|
Additions
|
|
242,270
|
|
|
205,117
|
|
||
|
Disposals
|
|
(17,923
|
)
|
|
(1,101
|
)
|
||
|
Impairment
|
|
(46,797
|
)
|
|
—
|
|
||
|
Cost basis adjustment
(1)
|
|
(122,711
|
)
|
|
(122,711
|
)
|
||
|
Reclassification of assets held for sale
|
|
(3,302
|
)
|
|
(1,390
|
)
|
||
|
Balance as of December 31, 2018
|
|
$
|
7,876,300
|
|
|
$
|
1,534,392
|
|
|
(1)
|
Represents reclassifications between accumulated depreciation and buildings, improvements & equipment made to record certain properties at fair value in accordance with GAAP.
|
|
|
SENIOR HOUSING PROPERTIES TRUST
|
|
|
|
|
|
|
|
By:
|
/s/ Jennifer F. (Francis) Mintzer
|
|
|
|
Jennifer F. (Francis) Mintzer
President and Chief Operating Officer
|
|
|
|
Dated: March 1, 2019
|
|
Signature
|
Title
|
Date
|
||||||||||||
|
|
|
|
||||||||||||
|
/s/ Jennifer F. (Francis) Mintzer
|
President and Chief Operating Officer
|
March 1, 2019
|
||||||||||||
|
Jennifer F. (Francis) Mintzer
|
||||||||||||||
|
|
|
|
||||||||||||
|
/s/ Richard W. Siedel, Jr.
|
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
|
March 1, 2019
|
||||||||||||
|
Richard W. Siedel, Jr.
|
||||||||||||||
|
|
|
|
||||||||||||
|
/s/ Jennifer B. Clark
|
Managing Trustee
|
March 1, 2019
|
||||||||||||
|
Jennifer B. Clark
|
|
|||||||||||||
|
|
|
|
||||||||||||
|
/s/ John L. Harrington
|
Independent Trustee
|
March 1, 2019
|
||||||||||||
|
John L. Harrington
|
||||||||||||||
|
|
|
|
||||||||||||
|
/s/ Lisa Harris Jones
|
Independent Trustee
|
March 1, 2019
|
||||||||||||
|
Lisa Harris Jones
|
||||||||||||||
|
|
|
|
||||||||||||
|
/s/ Adam D. Portnoy
|
Managing Trustee
|
March 1, 2019
|
||||||||||||
|
Adam D. Portnoy
|
||||||||||||||
|
|
|
|
||||||||||||
|
/s/ Jeffrey P. Somers
|
Independent Trustee
|
March 1, 2019
|
||||||||||||
|
Jeffrey P. Somers
|
||||||||||||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|