STANDARD BEARER |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Segment Reporting [Abstract] | |
| STANDARD BEARER | STANDARD BEARER Standard Bearer's real estate portfolio consists of 182 of the Company's 188 owned real estate properties, of which 145 are operated and managed by the Company's independent subsidiaries and 38 are leased to and operated by third-party operators. Of those 38 operations, one senior living operation is located on the same real estate property as a skilled nursing operation that an independent subsidiary operates. During the nine months ended September 30, 2026, Standard Bearer added $543,127 of real estate assets comprising 20 stand-alone skilled nursing operations, three stand-alone senior living operations and two campus operations, as well as the purchase of the real estate at five skilled nursing properties that the Company's independent subsidiaries previously operated under long-term lease arrangements. Three of the stand-alone senior living operations are leased to a third-party operator while the remaining additions are operated by the Company's independent subsidiaries. Subsequent to September 30, 2026, Standard Bearer added approximately $19,500 of real estate assets associated with one stand-alone skilled nursing operation that is operated by one of the Company's independent subsidiaries. During the nine months ended September 30, 2025, Standard Bearer added $228,874 of real estate assets comprising 15 stand-alone skilled nursing operations, one stand-alone senior living operation and two campus operations. Four of these properties were added through the exercise of purchase options under an existing lease arrangement from CareTrust REIT, Inc. (CareTrust). Two of the stand-alone skilled nursing operations are leased to third-party operators while the remaining additions are operated by the Company's independent subsidiaries. As part of the formation of Standard Bearer, certain of the Company's independent subsidiaries, Standard Bearer and Standard Bearer's independent real estate subsidiaries entered into several agreements that include leasing, management services and debt arrangements between the operations. All intercompany transactions have been eliminated in consolidation. Refer to Note 7, Business Segments, for additional information related to these intercompany eliminations as well as Standard Bearer as a reportable segment. Intercompany master lease agreements Certain of the Company's independent subsidiaries and 145 Standard Bearer independent real estate subsidiaries have entered into 11 triple-net master lease agreements (collectively, the Standard Bearer Master Leases). The lease periods range from 15 to 19 years with three five-year renewal options beyond the initial term, on the same terms and conditions. The rent structure under the Standard Bearer Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5%. In addition to rent, the independent subsidiaries are required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties; (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. Intercompany rental revenue generated from Ensign affiliated operations was $42,142 and $110,759 for the three and nine months ended September 30, 2026, respectively and $27,634 and $78,294 for the three and nine months ended September 30, 2025, respectively. Intercompany management agreement Standard Bearer has no employees. The Service Center provides personnel and services to Standard Bearer pursuant to the management agreement between Standard Bearer and the Service Center. The management agreement provides for a base management fee that is equal to 5.0% of total rental revenue and an incentive management fee that is equal to 5.0% of funds from operations (FFO) and is capped at 1.0% of total rental revenue, for a total of 6.0%. Management fee generated between Standard Bearer and the Service Center for the three and nine months ended September 30, 2026 were $2,856 and $7,665, respectively. Management fees generated between Standard Bearer and the Service Center for the three and nine months ended September 30, 2025 were $1,955 and $5,530, respectively. Intercompany debt arrangements Standard Bearer obtains its funding through various sources including operating cash flows, access to debt arrangements and intercompany loans. The intercompany debt arrangements include mortgage loans and a credit facility to fund acquisitions and working capital needs. The interest rate under the credit facility is a base rate plus a margin ranging from 0.25% to 1.00% per annum or SOFR plus a margin ranging from 1.25% to 2.00% per annum. In addition, as the Department of Housing and Urban Development (HUD) mortgage loans are entered into by real estate subsidiaries of Standard Bearer, the interest expense incurred from these debts are included in Standard Bearer's segment income. Refer to Note 13, Debt, for additional information related to these debts. Equity Instrument Denominated in the Shares of a Subsidiary As part of the formation of Standard Bearer in 2022, the Company established the Standard Bearer Healthcare REIT, Inc. 2022 Omnibus Incentive Plan (Standard Bearer Equity Plan). The Company may grant stock options and restricted stock awards under the Standard Bearer Equity Plan to employees and management of Ensign's independent subsidiaries. These awards generally vest over a period of five years or upon the occurrence of certain prescribed events. The value of the stock options and restricted stock awards is tied to the value of the common stock of Standard Bearer, which is determined based on an independent valuation of Standard Bearer. The Company can also call the awards, generally upon employee termination. During the nine months ended September 30, 2026 and 2025, the Company did not grant any stock options or restricted shares under the Standard Bearer Equity Plan. During the nine months ended September 30, 2026 and 2025, no restricted stock awards vested during either period. The grant-date fair value of the awards is recognized as compensation expense over the relevant vesting periods, with a corresponding adjustment to noncontrolling interests. The grant value was determined based on an independent valuation of the subsidiary shares. For the three and nine months ended September 30, 2026 and 2025, share-based compensation expense under the Standard Bearer Equity Plan was not material.
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