What changed in this filing

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Item 2. Properties

2021-03-26 compared with 2020-03-19 · 72 added, 135 removed, 27 unchanged (88% of the section changed)

1 unchanged sentence

We do not have an address separate from our advisor or our co-sponsors.

Since we pay our advisor fees for their services, we do not pay rent for the use of their space.

As of December 31, 2019 , we operated through four reportable business segments comprised of 87 buildings, or approximately 4,522,000 square feet of GLA, acquired for an aggregate contract purchase price of $1,022,889,000 .

These properties consisted of:

43 medical office buildings, 19 senior housing facilities, 14 senior housing — RIDEA facilities and 11 skilled nursing facilities.

The following table presents certain additional information about our properties as of December 31, 2019 :

Acquisition(1)

Since we pay our advisor fees for its services, we do not pay rent for the use of its space.

Real Estate Investments

As of December 31, 2020, we operated through four reportable business segments:

MOBs, senior housing, senior housing — RIDEA and SNFs.

We own 100% of our properties as of December 31, 2020, with the exception of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF, Pinnacle Warrenton ALF, Catalina West Haven ALF, Louisiana Senior Housing Portfolio and Catalina Madera ALF.

The following table presents certain additional information about our real estate investments as of December 31, 2020:

Reportable Segment Number of

Buildings GLA

GLA Aggregate

Purchase Price Annualized

Percentage(2)

Medical Office

Pottsville MOB

Pottsville, PA

Medical Office

Charlottesville MOB

Charlottesville, VA

Medical Office

Rochester Hills MOB

Rochester Hills, MI

Medical Office

Cullman MOB III

Medical Office

Iron MOB Portfolio

Cullman and Sylacauga, AL

Medical Office

Mint Hill MOB

Mint Hill, NC

Medical Office

Lafayette Assisted Living Portfolio

Lafayette, LA

Senior Housing —RIDEA

Medical Office

Battle Creek MOB

Battle Creek, MI

Medical Office

Athens MOB Portfolio

Medical Office

SW Illinois Senior Housing Portfolio

Columbia, Millstadt, Red Bud and Waterloo, IL

Senior Housing

Lawrenceville MOB

Lawrenceville, GA

Medical Office

Northern California Senior Housing Portfolio

Belmont, Fairfield, Menlo Park and Sacramento, CA

Senior Housing

Medical Office

Fairfield County MOB Portfolio

Stratford and Trumbull, CT

Medical Office

Central Florida Senior Housing Portfolio(5)

Bradenton, Brooksville, Lake Placid, Lakeland, Pinellas Park, Sanford, Spring Hill and Winter Haven, FL

Senior Housing — RIDEA

Central Wisconsin Senior Care Portfolio

Sun Prairie and Waunakee, WI

Skilled Nursing

Sauk Prairie MOB

Prairie du Sac, WI

Medical Office

Southfield MOB

Southfield, MI

Medical Office

Pinnacle Beaumont ALF(5)

Senior Housing —RIDEA

Grand Junction MOB

Grand Junction, CO

Medical Office

Pinnacle Warrenton ALF(5)

Warrenton, MO

Medical office buildings 43 2,136,000 43.9 % $ 605,122,000 $ 47,018,000 65.0 % 93.2 %

Senior housing — RIDEA 26 1,549,000 31.9 264,709,000 7,583,000 10.5 74.9 %

Acquisition(1)

Percentage(3)

Medical Office

Missouri SNF Portfolio

Florissant, Kansas City, Milan, Moberly, Salisbury, Sedalia, St.

Elizabeth and Trenton, MO

Skilled Nursing

Flemington MOB Portfolio

Flemington, NJ

Medical Office

Lawrenceville MOB II

Lawrenceville, GA

Medical Office

Mill Creek MOB

Mill Creek, WA

Medical Office

Michigan ALF Portfolio

Grand Rapids, Holland, Howell, Lansing and Wyoming, MI

Senior housing 14 518,000 10.7 101,800,000 7,312,000 10.1 100 %

12/28/18 and 05/01/19

Medical Office

West Des Moines SNF

West Des Moines, IA

Skilled Nursing

Great Nord MOB Portfolio

Tinley Park, IL;

Chesterton and Crown Point, IN;

and Plymouth, MN

Medical Office

Overland Park MOB

Overland Park, KS

Medical Office

Blue Badger MOB

Marysville, OH

Medical Office

Bloomington MOB

Bloomington, IL

Medical Office

Haverhill MOB

Haverhill, MA

Medical Office

Colorado Foothills MOB Portfolio

Arvada, Centennial and Colorado Springs, CO

Medical Office

Skilled nursing facilities 11 660,000 13.5 117,800,000 10,386,000 14.4 100 %

Total/weighted average(3) 94 4,863,000 100 % $ 1,089,431,000 $ 72,299,000 100 % 95.7 %

1,022,889,000

We own 100% of our properties acquired as of December 31, 2019 , with the exception of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.

With the exception of our senior housing — RIDEA facilities, annualized base rent is based on contractual base rent from leases in effect as of December 31, 2019 .

Annualized base rent for our senior housing — RIDEA facilities is based on annualized NOI, a non-GAAP financial measure.

See Part II, Item 6, Selected Financial Data, for a further discussion.

Leased percentage includes all leased space of the respective acquisition including master leases, except for our senior housing — RIDEA facilities where leased percentage represents resident occupancy on the available units of the RIDEA facilities.

Average annual rent per leased square foot is based on leases in effect as of December 31, 2019 , except for our senior housing — RIDEA facilities where average annual rent per unit is based on NOI divided by the average occupied units of the senior housing — RIDEA facilities.

Acquisition was completed pursuant to a joint venture with an affiliate of Meridian, an unaffiliated third party.

Our ownership of the joint venture is approximately 98.0%.

Weighted average annual rent per leased square foot excludes our senior housing — RIDEA facilities.

(1) With the exception of our senior housing — RIDEA facilities, amount is based on contractual base rent from leases in effect as of December 31, 2020.

For our senior housing — RIDEA facilities, amount is based on annualized NOI, a non-GAAP financial measure.

See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Operating Income , for a further discussion of NOI.

(2) Leased percentage includes all leased space of the properties included in the respective segment including master leases, except for our senior housing — RIDEA facilities where leased percentage represents resident occupancy on the available units of the RIDEA facilities.

(3) Total portfolio weighted average leased percentage excludes our senior housing — RIDEA facilities.

We own fee simple interests in all of our buildings except for nine buildings for which we own fee simple interests in the building and improvements of such properties subject to the respective ground leases.

2 unchanged sentences

• we have no plans for any material renovations, improvements or development with respect to any of our properties, except in accordance with planned budgets;

our properties are located in markets where we are subject to competition for attracting new tenants and retaining current tenants;

• our properties are located in markets where we are subject to competition for attracting new tenants and residents, as well as retaining current tenants and residents;

• depreciation is provided on a straight-line basis over the estimated useful lives of the buildings, up to 39 years, and over the shorter of the lease term or useful lives of the tenant improvements, up to 21 years.

2 unchanged sentences

Lease Expirations

The following table presents the sensitivity of our annual base rent due to lease expirations for the next 10 years and thereafter at our properties other than our senior housing — RIDEA facilities, by number, total square feet, percentage of leased area, annual base rent and percentage of total annual base rent of expiring leases as of December 31, 2019 :

Substantially all of our leases with residents at our senior housing — RIDEA facilities are for a term of one year or less.

The following table presents the sensitivity of our annual base rent due to lease expirations for the next 10 years and thereafter at our properties as of December 31, 2020, excluding our senior housing — RIDEA facilities:

Year Number of

Leases Total Square

Feet of Expiring

% of Leased Area

Leases % of Leased Area

Represented by

Expiring Leases

Annual Base Rent

of Expiring Leases

Expiring Leases Annual Base Rent

of Expiring Leases(1) % of Total

Annual Base Rent

1 unchanged sentence

Expiring Leases

The annual base rent percentage is based on the total annual contractual base rent expiring in the applicable year, based on leases in effect as of December 31, 2019 .

2021 43 102,000 3.2 % $ 2,213,000 3.0 %

2022 38 239,000 7.5 5,906,000 8.1

2023 39 248,000 7.8 6,260,000 8.6

2024 33 259,000 8.2 6,175,000 8.5

2025 31 283,000 8.9 6,973,000 9.6

2026 14 64,000 2.0 1,674,000 2.3

2027 15 120,000 3.8 3,301,000 4.5

2028 17 200,000 6.3 4,834,000 6.6

2029 20 211,000 6.7 6,268,000 8.6

2030 8 81,000 2.6 2,520,000 3.5

Thereafter 21 1,363,000 43.0 26,654,000 36.7

279 3,170,000 100 % $ 72,778,000 100 %

(1) Amount is based on the total annual contractual base rent expiring in the applicable year, based on leases in effect as of December 31, 2020.

Geographic Diversification/Concentration Table

The following table lists the states in which our properties are located and provides certain information regarding our portfolio’s geographic diversification/concentration as of December 31, 2019 :

Base Rent/NOI(1)

% of Annualized

The following table lists our property locations and provides certain information regarding our portfolio’s geographic diversification/concentration as of December 31, 2020:

State Number of

Buildings GLA

GLA Annualized

Base Rent/NOI(1) % of Annualized

Base Rent/NOI

Alabama 4 260,000 5.3 % $ 4,621,000 6.4 %

Arizona 1 34,000 0.7 879,000 1.2

California 9 340,000 7.0 1,440,000 2.0

Colorado 4 214,000 4.4 4,383,000 6.1

Connecticut 2 80,000 1.6 1,994,000 2.8

Florida 10 899,000 18.5 4,092,000 5.7

Georgia 5 177,000 3.6 3,987,000 5.5

Illinois 1 39,000 0.8 558,000 0.8

Indiana 7 289,000 5.9 4,835,000 6.6

Iowa 2 44,000 0.9 1,157,000 1.6

Kansas 1 76,000 1.6 2,226,000 3.1

Louisiana 7 257,000 5.3 2,336,000 3.2

Massachusetts 1 64,000 1.3 1,259,000 1.7

Michigan 12 490,000 10.1 7,293,000 10.1

Minnesota 1 46,000 0.9 1,043,000 1.4

Missouri 9 419,000 8.6 8,735,000 12.1

Nevada 1 58,000 1.2 1,634,000 2.3

New Jersey 2 49,000 1.0 1,159,000 1.6

North Carolina 1 191,000 3.9 4,426,000 6.1

Annualized base rent is based on contractual base rent from leases in effect as of December 31, 2019 , with the exception of our senior housing — RIDEA facilities, which is based on annualized NOI.

Ohio 2 100,000 2.1 1,717,000 2.4

Oregon 1 62,000 1.3 1,637,000 2.3

Pennsylvania 1 36,000 0.7 807,000 1.1

Tennessee 1 27,000 0.6 605,000 0.8

Texas 1 61,000 1.3 1,301,000 1.8

Utah 1 66,000 1.4 274,000 0.4

Virginia 1 74,000 1.5 2,043,000 2.8

Washington 2 77,000 1.6 2,095,000 2.9

Wisconsin 4 334,000 6.9 3,763,000 5.2

Total 94 4,863,000 100 % $ 72,299,000 100 %

(1) Amount is based on contractual base rent from leases in effect as of December 31, 2020, with the exception of our senior housing — RIDEA facilities, which amount is based on annualized NOI.

For a discussion of our indebtedness, see Note 6, Mortgage Loans Payable, Net, and Note 7, Line of Credit and Term Loans, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.

Legal Proceedings.

For a discussion of our legal proceedings, see Note 10, Commitments and Contingencies — Litigation, to the Consolidated Financial Statements that are part of this Annual Report on Form 10-K.

Mine Safety Disclosures.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties