Investment Activity | Investment Activity Tenant Concentration The following table contains information regarding concentration in our Real Estate Investments portfolio of tenants or affiliates of tenants, that exceed 10% of total revenues for the three months ended March 31, 2024 and 2023, excluding $2.6 million for our corporate office, a credit loss reserve of $15.5 million and $348.7 million in real estate assets in the SHOP segment ( $ in thousands ): As of March 31, 2024 Revenues 1 Asset Gross Real Notes Three Months Ended March 31, Class Estate 2 Receivable 2024 2023 Senior Living Communities, LLC (“Senior Living”) EFC $ 573,631 $ 48,200 $ 12,815 16% $ 12,833 16% National HealthCare Corporation (“NHC”) SNF 133,770 — 11,246 14% 9,807 12% Bickford ALF 429,043 16,747 10,054 12% 11,162 14% All others, net Various 1,307,634 209,402 31,409 39% 34,267 41% Escrow funds received from tenants for property operating expenses Various — — 2,733 3% 2,619 3% $ 2,444,078 $ 274,349 68,257 70,688 Resident fees and services 3 13,256 16% 11,700 14% $ 81,513 $ 82,388 1 Includes interest income on notes receivable and rental income from properties classified as assets held for sale. 2 Amounts include any properties classified as held for sale. 3 There is no tenant concentration in “Resident fees and services” because these agreements are with individual residents. At March 31, 2024, the two states in which we had an investment concentration of 10% or more were South Carolina (12.1%) and Texas (10.7%). Senior Living As of March 31, 2024, we leased ten retirement communities to Senior Living. We recognized straight-line rent revenue of $(0.7) million and $(0.3) million from Senior Living for the three months ended March 31, 2024 and 2023, respectively. NHC As of March 31, 2024, we leased three ILFs and 32 SNFs to NHC, a publicly held company, under a master lease (four of which are subleased to other parties for whom the lease payments are guaranteed to us by NHC). Straight-line rental revenue of $0.1 million and $(0.3) million was recognized from NHC for the three months ended March 31, 2024 and 2023, respectively. NHC Percentage Rent - Under the terms of our master lease agreement with NHC, rent escalates by 4% of the increase, if any, in each of the facility’s revenue over a base year and is referred to as “percentage rent.” The following table summarizes the percentage rent income from NHC ( $ in thousands ): Three Months Ended March 31, 2024 2023 Current year $ 1,379 $ 965 Prior year final certification 1 1,656 630 Total percentage rent income $ 3,035 $ 1,595 1 For purposes of the percentage rent calculation described in the master lease agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year. Two of the members of our Board of Directors, including our chairman, are also members of NHC’s board of directors. Bickford As of March 31, 2024, we leased 39 facilities to Bickford under four leases. During 2022, we converted Bickford to the cash basis of revenue recognition based upon information obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. During the three months ended March 31, 2024, Bickford repaid $1.5 million of its outstanding pandemic-related deferrals. During the three months ended March 31, 2023, Bickford repaid $0.2 million of its outstanding pandemic-related deferrals in addition to the reduction in deferrals of $2.5 million recognized in connection with the acquisition of an ALF located in Chesapeake, Virginia from Bickford through a note receivable conversion. As of March 31, 2024, Bickford’s outstanding pandemic-related rent deferrals were $16.5 million. Effective April 1, 2024, the combined rent for the portfolio was reset to $34.5 million per year through April 1, 2026, at which time the rent will be reset and will increase annually thereafter based on the Consumer Price Index. The minimum annual increase will be 2% with a cap on the annual increase of 3%. As part of the lease amendments, we agreed to fund up to $8.0 million of capital improvements on various properties. Rental revenue will increase at a lease rate of 8.0% applied to the amount expended. Assets Held for Sale and Long-Lived Assets As of March 31, 2024 and December 31, 2023 , one property in our Real Estate Investments portfolio was classified as an asset held for sale with a net real estate balance of $5.0 million . Rental income associated with assets held for sale totaled $0.3 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively. In March 2024, we executed a purchase and sale agreement with a tenant to acquire its leased SLC for a purchase price of $38.5 million subject to the tenant’s ability to secure financing for the purchase. The purchase and sale agreement expires in December 2024. Until the tenant provides notification that it has obtained financing, the property continues to be classified as held and used and leased pursuant to the existing triple-net lease that generates approximately $2.9 million in annual rent and expires in July 2027. The property had a net investment of $19.6 million as of March 31, 2024. During the three months ended March 31, 2023, we recorded impairment charges of approximately $0.3 million on three properties in our Real Estate Investments segment. The impairment charges are included in “ Loan and realty losses (gains) ” in the Condensed Consolidated Statement of Income for the three months ended March 31, 2023. We reduce the carrying value of impaired properties to their estimated fair value or, with respect to the properties classified as assets held for sale, to estimated fair value less costs to sell. To estimate the fair values of the properties, we utilized a market approach which considered binding agreements for sales (Level 1 inputs), non-binding offers to purchase from unrelated third parties and/or broker quotes of estimated values (Level 3 inputs), and/or independent third-party valuations (Level 1 and 3 inputs). Cash Basis Operators We have three tenants on the cash basis of accounting for their leasing arrangements based on our assessment of each tenant’s ability to satisfy its contractual obligations. Cash rents received for the three months ended March 31, 2024 and 2023 were as follows ( $ in thousands ): Three Months Ended March 31, 2024 2023 Bickford 1 $ 9,364 $ 7,807 All others 2,401 4,199 Total rental income from cash basis operators $ 11,765 $ 12,006 1 Excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals recognized in connection with the acquisition of an ALF from Bickford in 2023. Tenant Transition In the first quarter of 2024, we began negotiations with a tenant to transition its leased SNF located in Wisconsin to a new operator. We wrote off in the first quarter of 2024 the straight-line rent receivable of approximately $0.8 million associated with the existing lease that is expected to be terminated by the third quarter of 2024. Second Quarter 2024 Dispositions In the second quarter of 2024, we completed the sale of two ALFs located in Louisiana, previously leased to one of our tenants on cash basis, for net cash proceeds of $4.6 million, resulting in a gain of approximately $1.3 million. The properties were classified as held and used as of March 31, 2024 based on our assessment at that date of the buyer’s ability to obtain financing to complete the purchase. Tenant Purchase Options Certain of our leases contain purchase options allowing tenants to acquire the leased properties at a fixed base price plus a specified share in any appreciation or a fixed base price. At March 31, 2024, tenants had purchase options on three properties with an aggregate net investment of $58.0 million that will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million for both the three months ended March 31, 2024 and 2023, respectively. We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed our net investment in the leased property or properties. Future Minimum Base Rent Future minimum lease payments to be received by us under our operating leases at March 31, 2024, were as follows ( $ in thousands ): Remainder of 2024 $ 175,434 2025 237,719 2026 245,066 2027 197,770 2028 191,509 2029 174,278 Thereafter 525,045 $ 1,746,821 Variable Lease Payments Most of our leases contain annual escalators in rent payments. Some of our leases contain escalators that are determined annually based on a variable index or other factors that are indeterminable at the inception of the lease. The table below indicates the rental income recognized as a result of fixed and variable lease escalators ( $ in thousands ): Three Months Ended March 31, 2024 2023 Lease payments based on fixed escalators $ 56,592 $ 58,937 Lease payments based on variable escalators 3,893 1,945 Straight-line rent, net of write-offs (308) 2,097 Escrow funds received from tenants for property operating expenses 2,733 2,619 Amortization of lease incentives (723) (299) Rental income $ 62,187 $ 65,299 |