Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 5-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Common Stock, Shares Outstanding | ' | 12,570,615 |
Entity Registrant Name | 'Sentio Healthcare Properties Inc | ' |
Entity Central Index Key | '0001378774 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash and cash equivalents | $20,724,000 | $21,792,000 |
Investments in real estate: | ' | ' |
Land | 28,561,000 | 28,561,000 |
Buildings and improvements, net | 191,084,000 | 192,495,000 |
Furniture, fixtures and vehicles, net | 4,552,000 | 4,743,000 |
Intangible lease assets, net | 8,358,000 | 9,420,000 |
Total Investment In Real Estate | 232,555,000 | 235,219,000 |
Deferred financing costs, net | 1,879,000 | 1,966,000 |
Investment in unconsolidated entities | 2,352,000 | 1,297,000 |
Tenant and other receivables, net | 3,183,000 | 3,204,000 |
Deferred costs and other assets | 3,889,000 | 3,469,000 |
Restricted cash | 3,510,000 | 3,930,000 |
Goodwill | 5,965,000 | 5,965,000 |
Total assets | 274,057,000 | 276,842,000 |
Liabilities: | ' | ' |
Notes payable, net | 180,902,000 | 181,645,000 |
Accounts payable and accrued liabilities | 4,738,000 | 5,367,000 |
Prepaid rent and security deposits | 2,921,000 | 1,996,000 |
Distributions payable | 1,555,000 | 1,589,000 |
Total liabilities | 190,116,000 | 190,597,000 |
Equity: | ' | ' |
Preferred Stock Series C , $0.01 par value; 1,000 shares authorized; 1,000 and 0 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively. | ' | ' |
Common stock, $0.01 par value; 580,000,000 shares authorized; 12,608,606 and 12,608,534 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 126,000 | 126,000 |
Additional paid-in capital | 81,777,000 | 83,346,000 |
Accumulated deficit | -16,658,000 | -16,048,000 |
Total stockholders' equity | 65,245,000 | 67,424,000 |
Noncontrolling interests: | ' | ' |
Series B preferred OP units | 15,084,000 | 15,100,000 |
Other noncontrolling interest | 3,612,000 | 3,721,000 |
Total equity | 83,941,000 | 86,245,000 |
Total liabilities and equity | $274,057,000 | $276,842,000 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 580,000,000 | 580,000,000 |
Common stock, shares issued | 12,608,606 | 12,608,534 |
Common stock, shares outstanding | 12,608,606 | 12,608,534 |
Preferred Stock, Par value | $0.01 | ' |
Preferred stock, shares authorized | 20,000,000 | ' |
Series C Preferred Stock [Member] | ' | ' |
Preferred Stock, Par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred Stock, Shares Issued | 1,000 | 0 |
Preferred Stock, Shares Outstanding | 1,000 | 0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Revenue: | ' | ' | ||
Rental revenues | $11,027,000 | $8,472,000 | ||
Resident fees and services | 7,267,000 | 5,954,000 | ||
Tenant reimbursements and other income | 340,000 | 408,000 | ||
Total revenues | 18,634,000 | 14,834,000 | ||
Expenses: | ' | ' | ||
Property operating and maintenance | 12,126,000 | 8,837,000 | ||
General and administrative | 394,000 | 443,000 | ||
Asset management fees and expenses | 957,000 | 648,000 | ||
Real estate acquisition costs | 34,000 | 0 | ||
Depreciation and amortization | 2,920,000 | 2,391,000 | ||
Total expenses | 16,431,000 | 12,319,000 | ||
Income from operations | 2,203,000 | 2,515,000 | ||
Other (income) expense: | ' | ' | ||
Interest expense, net | 2,209,000 | 2,033,000 | ||
Equity in loss (income) from unconsolidated entities | 85,000 | [1],[2] | -29,000 | [1],[3] |
Net (loss) income | -91,000 | 511,000 | ||
Preferred return to Series B preferred OP Units | 362,000 | 0 | ||
Net income attributable to other noncontrolling interests | 157,000 | 6,000 | ||
Net (loss) income attributable to common stockholders | ($610,000) | $505,000 | ||
Basic and diluted weighted average number of common shares | 12,611,127 | 12,800,657 | ||
Basic and diluted net (loss) income per common share attributable to common stockholders | ($0.05) | $0.04 | ||
[1] | The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. | |||
[2] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the equity method of accounting beginning with the first quarter of 2014. | |||
[3] | Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
Balance at Dec. 31, 2013 | $86,245,000 | $0 | $126,000 | $83,346,000 | ($16,048,000) | $67,424,000 | $18,821,000 |
Balance (in shares) at Dec. 31, 2013 | ' | 1,000 | 12,608,534 | ' | ' | ' | ' |
Issuance of Common Stock | 61,000 | 0 | 0 | 61,000 | 0 | 61,000 | 0 |
Issuance of Common Stock (in shares) | ' | 0 | 6,072 | ' | ' | ' | ' |
Redeemed shares | -70,000 | 0 | 0 | -70,000 | 0 | -70,000 | 0 |
Redeemed shares (in shares) | ' | 0 | -6,000 | ' | ' | ' | ' |
Offering costs | -5,000 | 0 | 0 | -5,000 | 0 | -5,000 | 0 |
Distributions | -2,199,000 | 0 | 0 | -1,555,000 | 0 | -1,555,000 | -644,000 |
Net (loss) income | -91,000 | 0 | 0 | 0 | -610,000 | -610,000 | 519,000 |
Balance at Mar. 31, 2014 | $83,941,000 | $0 | $126,000 | $81,777,000 | ($16,658,000) | $65,245,000 | $18,696,000 |
Balance (in shares) at Mar. 31, 2014 | ' | 1,000 | 12,608,606 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Cash flows from operating activities: | ' | ' | ||
Net (loss) income | ($91,000) | $511,000 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ||
Amortization of deferred financing costs | 140,000 | 105,000 | ||
Depreciation and amortization | 2,920,000 | 2,391,000 | ||
Straight-line rent and above/below market lease amortization | -132,000 | -168,000 | ||
Amortization of loan premium | -17,000 | -17,000 | ||
Equity in loss (income) from unconsolidated entities | 85,000 | [1],[2] | -29,000 | [1],[3] |
Bad debt expense | 140,000 | 15,000 | ||
Deferred tax (benefit) | -404,000 | -246,000 | ||
Change in operating assets and liabilities: | ' | ' | ||
Tenant and other receivables | 139,000 | -58,000 | ||
Deferred costs and other assets | 160,000 | 449,000 | ||
Restricted cash | 515,000 | 416,000 | ||
Prepaid rent and security deposits | 925,000 | -62,000 | ||
Accounts payable and accrued liabilities | -728,000 | -664,000 | ||
Net cash provided by operating activities | 3,652,000 | 2,643,000 | ||
Cash flows from investing activities: | ' | ' | ||
Additions to real estate | -341,000 | -127,000 | ||
Purchase of an interest in an unconsolidated entity | -1,161,000 | 0 | ||
Changes in restricted cash | -95,000 | -99,000 | ||
Acquisition deposits | -84,000 | 0 | ||
Distributions from unconsolidated entities | 21,000 | 98,000 | ||
Net cash used in investing activities | -1,660,000 | -128,000 | ||
Cash flows from financing activities: | ' | ' | ||
Redeemed shares | -70,000 | -603,000 | ||
Repayments of notes payable | -726,000 | -598,000 | ||
Offering costs | -5,000 | 0 | ||
Deferred financing costs | -53,000 | 0 | ||
Distributions paid to stockholders | -1,528,000 | -1,533,000 | ||
Distributions paid to noncontrolling interests | -644,000 | -15,000 | ||
Stock issue costs | 0 | -2,816,000 | ||
Tender offer costs | -34,000 | 0 | ||
Net cash used in financing activities | -3,060,000 | -5,565,000 | ||
Net (decrease) in cash and cash equivalents | -1,068,000 | -3,050,000 | ||
Cash and cash equivalents - beginning of period | 21,792,000 | 21,507,000 | ||
Cash and cash equivalents - end of period | 20,724,000 | 18,457,000 | ||
Supplemental disclosure of cash flow information: | ' | ' | ||
Cash paid for interest | 2,133,000 | 1,960,000 | ||
Cash paid for income taxes | 20,000 | 63,000 | ||
Supplemental disclosure of non-cash financing and investing activities: | ' | ' | ||
Distributions declared not paid | 1,486,000 | 1,493,000 | ||
Distributions reinvested | 8,000 | 0 | ||
Accrued preferred stock offering costs | 0 | 1,069,000 | ||
Accrued tender offer costs | 59,000 | 0 | ||
Accrued additions to real estate | $40,000 | $0 | ||
[1] | The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. | |||
[2] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the equity method of accounting beginning with the first quarter of 2014. | |||
[3] | Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013. |
Organization
Organization | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' |
Organization | ' |
1. Organization | |
Sentio Healthcare Properties, Inc., a Maryland corporation, was formed on October 16, 2006 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in and owning commercial real estate. As used in this report, the “Company”, “we”, “us” and “our” refer to Sentio Healthcare Properties, Inc. and its consolidated subsidiaries, except where context otherwise requires. Our business is managed by Sentio Investments, LLC, a Florida limited liability company that was formed on December 20, 2011 (the “Advisor”), which is majority-owned and controlled by John Mark Ramsey, our Chief Executive Officer. Beginning with the taxable year ended December 31, 2008, Sentio Healthcare Properties, Inc. has elected to be taxed as a real estate investment trust (“REIT”). | |
Sentio Healthcare Properties OP, LP, a Delaware limited partnership (the “Operating Partnership”), was formed on October 17, 2006. At March 31, 2014, we owned approximately 87% and Sentinel RE Investment Holdings LP, an affiliate of Kohlberg & Kravis Roberts & Co. L.P., (the “KKR Investor”) owned the remaining interest in the Operating Partnership. We anticipate that we will conduct substantially all of our operations through the Operating Partnership. Our financial statements and the financial statements of the Operating Partnership are consolidated in the accompanying consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
For more information regarding our significant accounting policies and estimates, please refer to “Summary of Significant Accounting Policies” contained in our Annual Report on Form 10-K for the year ended December 31, 2013. | |
Principles of Consolidation and Basis of Presentation | |
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of variable interest entities (“VIEs”), we analyze our variable interests, including investments in partnerships and joint ventures, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews, based on our review of the design of the entity, its organizational structure including decision-making ability, risk and reward sharing experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and financial agreements. We also use quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary. | |
Interim Financial Information | |
The accompanying interim condensed consolidated financial statements have been prepared by our management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the SEC. Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying financial information reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. Our accompanying interim condensed consolidated financial statements should be read in conjunction with our audited condensed consolidated financial statements and the notes thereto included on our 2013 Annual Report on Form 10-K, as filed with the SEC. | |
Investments_in_Real_Estate
Investments in Real Estate | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Investments In Real Estate [Abstract] | ' | |||||||||||||
Investments in Real Estate | ' | |||||||||||||
3. Investments in Real Estate | ||||||||||||||
As of March 31, 2014, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | ||||||||||||||
Land | Buildings and | Furniture, | Intangible lease | |||||||||||
improvements | fixtures, and | assets | ||||||||||||
equipment | ||||||||||||||
Cost | $ | 28,561,000 | $ | 206,877,000 | $ | 7,620,000 | $ | 21,246,000 | ||||||
Accumulated depreciation and amortization | - | -15,793,000 | -3,068,000 | -12,888,000 | ||||||||||
Net | $ | 28,561,000 | $ | 191,084,000 | $ | 4,552,000 | $ | 8,358,000 | ||||||
As of December 31, 2013, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | ||||||||||||||
Land | Buildings and | Furniture, | Intangible lease | |||||||||||
improvements | fixtures, and | assets | ||||||||||||
equipment | ||||||||||||||
Cost | $ | 28,561,000 | $ | 206,720,000 | $ | 7,505,000 | $ | 21,515,000 | ||||||
Accumulated depreciation and amortization | - | -14,225,000 | -2,762,000 | -12,095,000 | ||||||||||
Net | $ | 28,561,000 | $ | 192,495,000 | $ | 4,743,000 | $ | 9,420,000 | ||||||
Depreciation expense associated with buildings and improvements, site improvements and furniture and fixtures for the three months ended March 31, 2014 and 2013 was approximately $ 1.9 million and $ 1.4 million, respectively. | ||||||||||||||
Amortization associated with intangible assets for the three months ended March 31, 2014 and 2013 was $ 1.0 million and $ 1.0 million, respectively. | ||||||||||||||
Estimated amortization for April 1, 2014 through December 31, 2014 and each of the subsequent years is as follows: | ||||||||||||||
Intangible | ||||||||||||||
assets | ||||||||||||||
April 1, 2014 - December 31, 2014 | $ | 1,803,000 | ||||||||||||
2015 | $ | 487,000 | ||||||||||||
2016 | $ | 487,000 | ||||||||||||
2017 | $ | 487,000 | ||||||||||||
2018 | $ | 487,000 | ||||||||||||
2019 and thereafter | $ | 4,607,000 | ||||||||||||
The estimated useful lives for intangible assets range from approximately one to twenty years. As of March 31, 2014, the weighted-average amortization period for intangible assets was thirteen years. | ||||||||||||||
Investments_in_Unconsolidated_
Investments in Unconsolidated Entities | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Investments In Unconsolidated Entities [Abstract] | ' | ||||||||||||
Investments In Unconsolidated Entities | ' | ||||||||||||
4. Investments in Unconsolidated Entities | |||||||||||||
As of March 31, 2014, the Company owns an interest in the following entities that are accounted for under the equity method of accounting: | |||||||||||||
Entity (1) | Property Type | Acquired | Investment (2) | Ownership% | |||||||||
Physicians Center MOB | Medical Office Building | Apr-12 | $ | 1,191,000 | 71.9 | % | |||||||
Buffalo Crossing | Assisted-Living Facility | Jan-14 | 1,161,000 | 25 | % | ||||||||
$ | 2,352,000 | ||||||||||||
-1 | These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact the entity’s performance. | ||||||||||||
-2 | Represents the carrying value of the Company’s investment in the unconsolidated entities. | ||||||||||||
Summarized combined financial information for the Company’s unconsolidated entities is as follows: | |||||||||||||
March 31, | December 31, | ||||||||||||
2014 (1)(2) | 2013 (2)(3) | ||||||||||||
Cash and cash equivalents | $ | 2,896,000 | $ | 97,000 | |||||||||
Investments in real estate, net | 10,724,000 | 8,888,000 | |||||||||||
Other assets | 370,000 | 359,000 | |||||||||||
Total assets | $ | 13,990,000 | $ | 9,344,000 | |||||||||
Notes payable | $ | 7,661,000 | $ | 7,472,000 | |||||||||
Accounts payable and accrued liabilities | 695,000 | 73,000 | |||||||||||
Other liabilities | 113,000 | 52,000 | |||||||||||
Total stockholders’ equity | 5,521,000 | 1,747,000 | |||||||||||
Total liabilities and equity | $ | 13,990,000 | $ | 9,344,000 | |||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 (1)(2) | 2013 (2)(3) | ||||||||||||
Total revenues | $ | 397,000 | $ | 707,000 | |||||||||
Net (loss) income | -112,000 | 14,000 | |||||||||||
Company’s equity in (loss) income from unconsolidated entities | -85,000 | 29,000 | |||||||||||
-1 | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the equity method of accounting beginning with the first quarter of 2014. | ||||||||||||
-2 | The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. | ||||||||||||
-3 | Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013. | ||||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
5. Income Taxes | |
For federal income tax purposes, we have elected to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2008. REIT status imposes limitations related to operating assisted-living properties. Generally, to qualify as a REIT, we cannot directly operate assisted-living facilities. However, such facilities may generally be operated by a taxable REIT subsidiary (“TRS”) pursuant to a lease with the Company. Therefore, we have formed Master HC TRS, LLC (“Master TRS”), a wholly owned subsidiary of HC Operating Partnership, LP, to lease any assisted-living properties we acquire and to operate the assisted-living properties pursuant to contracts with unaffiliated management companies. Master TRS and the Company have made the applicable election for Master TRS to qualify as a TRS. Under the management contracts, the management companies have direct control of the daily operations of these assisted-living properties. | |
Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would establish a valuation allowance which would reduce the provision for income taxes. | |
The Master TRS recognized a $ 0.2 million benefit and a $ 0.1 million expense for Federal and State income taxes in the three months ended March 31, 2014 and 2013, respectively, which have been recorded in general and administrative expenses. Net deferred tax assets related to the TRS entities totaled approximately $ 2.3 million at March 31, 2014 and $ 1.9 million at December 31, 2013, respectively, related primarily to book and tax basis differences for prepaid rent, straight-line rent and accrued liabilities. Realization of these deferred tax assets is dependent in part upon generating sufficient taxable income in future periods. These deferred tax assets are included in deferred costs and other assets in our condensed consolidated balance sheets. We have not recorded a valuation allowance against our deferred tax assets as of March 31, 2014, as we have determined that the future projected taxable income from the operations of the TRS entities are sufficient to cover the additional future expenses resulting from these book tax differences. | |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Segment Reporting | ' | |||||||||||||
6. Segment Reporting | ||||||||||||||
As of March 31, 2014, we operated in three reportable business segments: senior living operations, triple-net leased properties, and medical office building (“MOB”) properties. Our senior living operations segment primarily consists of investments in senior housing communities located in the United States for which we engage independent third-party managers. Our triple-net leased properties segment consists of investments in skilled nursing and hospital facilities in the United States. These facilities are leased to healthcare operating companies under long-term “triple-net” or “absolute-net” leases, which require the tenants to pay all property-related expenses. Our medical office building operations segment primarily consists of investing in medical office buildings and leasing those properties to healthcare providers under long-term leases, which may require tenants to pay property-related expenses. | ||||||||||||||
We evaluate performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenue less property operating and maintenance expenses. There are no intersegment sales or transfers. We use net operating income to evaluate the operating performance of our real estate investments and to make decisions concerning the operation of the property. We believe that net operating income is useful to investors in understanding the value of income-producing real estate. Net income is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as depreciation and amortization, asset management fees and expenses, real estate acquisition costs, interest expense and corporate general and administrative expenses. Additionally, net operating income as we define it may not be comparable to net operating income as defined by other REITs or companies. | ||||||||||||||
The following tables reconcile the segment activity to consolidated net (loss) income for the three months ended March 31, 2014 and 2013: | ||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||
Senior living | Triple-net | Medical office | Consolidated | |||||||||||
operations | leased | building | by Segment | |||||||||||
properties | ||||||||||||||
Rental Revenues | $ | 9,505,000 | $ | 1,309,000 | $ | 213,000 | $ | 11,027,000 | ||||||
Resident services and fee income | 7,267,000 | - | - | 7,267,000 | ||||||||||
Tenant reimbursement and other income | 100,000 | 164,000 | 76,000 | 340,000 | ||||||||||
$ | 16,872,000 | $ | 1,473,000 | $ | 289,000 | $ | 18,634,000 | |||||||
Property operating and maintenance expenses | 11,829,000 | 219,000 | 78,000 | 12,126,000 | ||||||||||
Net operating income | $ | 5,043,000 | $ | 1,254,000 | $ | 211,000 | $ | 6,508,000 | ||||||
General and administrative expenses | 394,000 | |||||||||||||
Asset management fees and expenses | 957,000 | |||||||||||||
Real estate acquisition costs and earn out costs | 34,000 | |||||||||||||
Depreciation and amortization | 2,920,000 | |||||||||||||
Interest expense, net | 2,209,000 | |||||||||||||
Equity in loss from unconsolidated entities | 85,000 | |||||||||||||
Net loss | $ | -91,000 | ||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||
Senior living | Triple-net | Medical office | Consolidated | |||||||||||
operations | leased | building | by Segment | |||||||||||
properties | ||||||||||||||
Rental Revenues | $ | 6,949,000 | $ | 1,310,000 | $ | 213,000 | $ | 8,472,000 | ||||||
Resident services and fee income | 5,954,000 | - | - | 5,954,000 | ||||||||||
Tenant reimbursement and other income | 118,000 | 217,000 | 73,000 | 408,000 | ||||||||||
$ | 13,021,000 | $ | 1,527,000 | $ | 286,000 | $ | 14,834,000 | |||||||
Property operating and maintenance expenses | 8,535,000 | 226,000 | 76,000 | 8,837,000 | ||||||||||
Net operating income | $ | 4,486,000 | $ | 1,301,000 | $ | 210,000 | $ | 5,997,000 | ||||||
General and administrative expenses | 443,000 | |||||||||||||
Asset management fees and expenses | 648,000 | |||||||||||||
Depreciation and amortization | 2,391,000 | |||||||||||||
Interest expense, net | 2,033,000 | |||||||||||||
Equity in (income) from unconsolidated entities | -29,000 | |||||||||||||
Net income | $ | 511,000 | ||||||||||||
The following table reconciles the segment activity to consolidated financial position as of March 31, 2014 and December 31, 2013. | ||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||
Assets | ||||||||||||||
Investment in real estate: | ||||||||||||||
Senior living operations | $ | 183,022,000 | $ | 185,116,000 | ||||||||||
Triple-net leased properties | 41,756,000 | 42,248,000 | ||||||||||||
Medical office building | 7,777,000 | 7,855,000 | ||||||||||||
Total reportable segments | $ | 232,555,000 | $ | 235,219,000 | ||||||||||
Reconciliation to consolidated assets: | ||||||||||||||
Cash and cash equivalents | 20,724,000 | 21,792,000 | ||||||||||||
Deferred financing costs, net | 1,879,000 | 1,966,000 | ||||||||||||
Investment in unconsolidated entities | 2,352,000 | 1,297,000 | ||||||||||||
Tenant and other receivables, net | 3,183,000 | 3,204,000 | ||||||||||||
Deferred costs and other assets | 3,889,000 | 3,469,000 | ||||||||||||
Restricted cash | 3,510,000 | 3,930,000 | ||||||||||||
Goodwill | 5,965,000 | 5,965,000 | ||||||||||||
Total assets | $ | 274,057,000 | $ | 276,842,000 | ||||||||||
As of March 31, 2014 and December 31, 2013, goodwill had a balance of approximately $6.0 million, all of which related to the senior living operations segment. The Company historically has not recorded any impairment charges for goodwill. | ||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Disclosures | ' |
7. Fair Value Measurements | |
FASB Accounting Standards Codification (“ASC”) 825-10, “Financial Instruments”, requires the disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value. In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and International Financial Reporting Standards and change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. | |
Level 1. Quoted prices in active markets for identical instruments. | |
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument. | |
We generally determine or calculate the fair value of financial instruments using quoted market prices in active markets when such information is available or using appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow. | |
Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. We consider the carrying values of our financial instruments, other than notes payable, to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement. | |
The fair value of the Company’s notes payable is estimated by discounting future cash flows of each instrument at rates that reflect the current market rates available to the Company for debt of the same terms and maturities. The fair value of the notes payable was determined using Level 2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of notes payable was $ 177.6 million and $ 178.4 million, compared to the carrying values of $ 180.5 million ($ 180.9 million, net of premium) and $ 181.3 million ($ 181.7 million, net of premium) at March 31, 2014 and December 31, 2013, respectively. | |
There were no transfers between Level 1 or 2 during the three months ended March 31, 2014. | |
Notes_Payable
Notes Payable | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes Payable [Abstract] | ' | ||||
Notes Payable | ' | ||||
8. Notes Payable | |||||
Notes payable were $ 180.5 million ($ 180.9 million, net of premium) and $181.3 million ($ 181.7 million, net of premium) as of March 31, 2014 and December 31, 2013, respectively. As of March 31, 2014, we had fixed and variable rate secured mortgage loans with effective interest rates ranging from 2.80 % to 6.50 % per annum and a weighted average effective interest rate of 4.91 % per annum. As of March 31, 2014, notes payable consisted of $ 149.3 million of fixed rate debt, or approximately 83 % of notes payable, at a weighted average interest rate of 5.17 % per annum and $ 31.2 million of variable rate debt, or approximately 17 % of notes payable, at a weighted average interest rate of 3.68 % per annum. As of December 31, 2013, we had $ 150.0 million of fixed rate debt, or 83 % of notes payable, at a weighted average interest rate of 5.17 % per annum and $ 31.3 million of variable rate debt, or 17 % of notes payable, at a weighted average interest rate of 3.68 % per annum. | |||||
We are required by the terms of the applicable loan documents to meet certain financial covenants, such as debt service coverage ratios, rent coverage ratios and reporting requirements. As of March 31, 2014, we were in compliance with all such covenants and requirements. | |||||
Principal payments due on our notes payable for April 1, 2014 to December 31, 2014 and each of the subsequent years is as follows: | |||||
Year | Principal amount | ||||
April 1, 2014 to December 31, 2014 | $ | 33,073,000 | |||
2015 | 8,910,000 | ||||
2016 | 2,605,000 | ||||
2017 | 14,433,000 | ||||
2018 | 26,718,000 | ||||
2019 and thereafter | 94,786,000 | ||||
$ | 180,525,000 | ||||
Add: premium | 377,000 | ||||
$ | 180,902,000 | ||||
Interest Expense and Deferred Financing Cost | |||||
For the three months ended March 31, 2014 and 2013, the Company incurred interest expense, including amortization of deferred financing costs of $ 2.2 million and $ 2.0 million, respectively. As of March 31, 2014 and December 31, 2013, the Company’s net deferred financing costs were approximately $ 1.9 million and $ 2.0 million, respectively. All deferred financing costs are capitalized and amortized over the life of the respective loan agreement. | |||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||
Equity | ' | |||||||||||||
9. Stockholders’ Equity | ||||||||||||||
Common Stock | ||||||||||||||
Our charter authorizes the issuance of 580,000,000 shares of common stock with a par value of $ 0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share. As of March 31, 2014 and December 31, 2013, including distributions reinvested, we had issued approximately 13.3 million shares of common stock for a total of approximately $132.3 million of gross proceeds, respectively, in our initial and follow-on public offerings. | ||||||||||||||
Preferred Stock and OP Units | ||||||||||||||
As of March 31, 2014 and December 31, 2013 we had issued 1,000 shares of Series C Preferred Stock and 193,000 Series B Preferred Convertible Operating Partnership Units to the KKR Investor for gross proceeds of $ 19.4 million. The Series B Preferred Convertible Operating Partnership Units outstanding are classified within noncontrolling interests and are convertible into approximately 1,926,148 shares of the Company’s common stock. | ||||||||||||||
The Series C Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Stock are entitled to receive dividends, as and if authorized by our board of directors out of funds legally available for that purpose, at an annual rate equal to 3% of the liquidation preference for each share. Dividends on the Series C Preferred Stock are payable annually in arrears. | ||||||||||||||
The Series B Preferred Units rank senior to the Operating Partnership’s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units are entitled to receive cash distributions at an annual rate equal to 7.5 % of the Series B liquidation preference to any distributions paid to common units of the Operating Partnership. If the Operating Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10 % of the Series B liquidation preference. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate return of 7.5 % per unit in annual distributions commencing from February 10, 2013, and thereafter to the common units and Series B Preferred Units pro rata. | ||||||||||||||
After giving effect to the Series C Preferred Stock and Series B Preferred Units issued at March 31, 2014, 1,306,000 Series B Preferred Units remained issuable under the Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed real estate acquisition. | ||||||||||||||
On April 4, 2014, in connection with a put exercise to the KKR Investor, we issued 54,000 Series B Preferred Units in our Operating Partnership to KKR for proceeds of $5.4 million, which are convertible into approximately 538,922 shares of the Company’s common stock at the currently effective conversion price (See Note 13). | ||||||||||||||
Distributions | ||||||||||||||
The following are the distributions declared during the three months ended March 31, 2014 and 2013: | ||||||||||||||
Distributions Declared | Cash Flow from | |||||||||||||
Period | Cash | Reinvested | Total | Operations | ||||||||||
First quarter 2013 | $ | 1,493,000 | $ | — | $ | 1,493,000 | $ | 2,643,000 | ||||||
First quarter 2014 | $ | 1,486,000 | $ | 69,000 | $ | 1,555,000 | $ | 3,652,000 | ||||||
Effective October 1, 2012, our board of directors declared distributions for daily record dates occurring in the first quarter of 2013 in amounts per share that, if declared and paid each day for a 365 -day period, would equate to an annualized rate of $.475 per share ( 4.75 % based on share price of $ 10.00). Effective January 1, 2014, our board of directors declared distributions for daily record dates occurring in the first quarter of 2014 in amounts per share that, if declared and paid each day for a 365-day period, would equate to an annualized rate of $.50 per share ( 5.00 % based on a share price of $ 10.00). | ||||||||||||||
The declaration of distributions is at the discretion of our board of directors and our board will determine the amount of distributions on a regular basis. The amount of distributions will depend on our funds from operations, financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and other factors our board of directors deems relevant. | ||||||||||||||
Stock Repurchase Program | ||||||||||||||
In 2007, we adopted a stock repurchase program for investors who had held their shares for at least one year. Under our stock repurchase program, the repurchase price varied depending on the purchase price paid by the stockholder and the number of years the shares are held. Our board of directors may amend, suspend or terminate the program at any time with 30 days prior notice to stockholders. We have no obligation to repurchase our stockholders’ shares. In 2009, our board of directors waived the one-year holding period in the event of the death of a stockholder and adjusted the repurchase price to 100% of such stockholder’s purchase price if the stockholder held the shares for less than three years. | ||||||||||||||
On April 29, 2011, we informed our stockholders that our Independent Directors Committee had directed us to suspend our public offering, our dividend reinvestment program and our stock repurchase program (except for repurchases due to death). As a result our stock repurchase program has been suspended since May 29, 2011 for all repurchases, except repurchases due to death of a stockholder. | ||||||||||||||
On March 31, 2014, we informed our stockholders of the suspension of the share repurchase program following the March 2014 redemption date. The Company redeemed all stock repurchase requests received prior to March 31, 2014 due to death. Thereafter no shares will be repurchased until the repurchase program is reinstated. | ||||||||||||||
During the three months ended March 31, 2014, we repurchased shares pursuant to our stock repurchase program as follows: | ||||||||||||||
Period | Total Number | Price Paid | ||||||||||||
of Shares | per Share | |||||||||||||
Redeemed | ||||||||||||||
First quarter 2014 | 6,000 | $ | 11.63 | |||||||||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Earnings Per Share | ' |
10. Earnings Per Share | |
We report earnings (loss) per share pursuant to ASC Topic 260, “ Earnings per Share .” Basic earnings (loss) per share attributable for all periods presented are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of our common stock outstanding during the period. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. The Series B Preferred Units give rise to potentially dilutive securities of our common stock. As of March 31, 2014 and March 31, 2013, there were 193,000 and 0, respectively, Series B Preferred Units outstanding, but such units were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. | |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions | ' | |||||||
11. Related Party Transactions | ||||||||
The Company has no employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the policies established by our board of directors. We are party to an advisory agreement that entitles the Advisor to specified fees upon the provision of certain services to us. | ||||||||
Advisory Agreement and Transition to Internal Management Agreement | ||||||||
Sentio Investments, LLC became our Advisor on January 1, 2012, pursuant to an advisory agreement dated December 22, 2011. As required by our charter, that advisory agreement had a one-year term that ended on December 31, 2012. Effective January 1, 2013, we renewed the advisory agreement on substantially similar terms for an additional one-year term ending on December 31, 2013. Effective January 1, 2014, we renewed the advisory agreement for an additional one-year term ending on December 31, 2014 upon similar terms except to the extent amended by the Transition Agreement (defined below). | ||||||||
Under the terms of the current advisory agreement, the Advisor is required to use commercially reasonable efforts to present to us investment opportunities to provide a continuing and suitable investment program consistent with the investment policies and objectives adopted by our board of directors. The advisory agreement calls for the Advisor to provide for our day-to-day management and to retain property managers and leasing agents, subject to the authority of our board of directors, and to perform other duties. | ||||||||
On February 10, 2013 in connection with the initial execution of the transactions with the KKR Investor (See Note 9), we entered into a Transition to Internal Management Agreement (the “Transition Agreement”) with our Advisor and the KKR Investor. The Transition Agreement provides, following the satisfaction of certain conditions, for certain amendments to the advisory agreement between us and the Advisor and sets forth the terms for our transition to an internal management structure. | ||||||||
The terms of our advisory agreement with our Advisor and the terms of the Transition Agreement are more fully outlined in our Annual Report on Form 10-K for the year ended December 31, 2012 and in the proxy statement related to our 2013 annual meeting of stockholders as filed with the SEC on April 9, 2013. | ||||||||
The fees and expense reimbursements payable to the Advisor under the advisory agreement for the three months ended March 31, 2014 and March 31, 2013 were as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Asset management fees | $ | 957,000 | $ | 648,000 | ||||
Consistent with limitations set forth in our charter, the advisory agreement further provides that, commencing four fiscal quarters after the acquisition of our first real estate asset, we shall not reimburse the Advisor at the end of any fiscal quarter management fees and expenses and operating expenses that, in the four consecutive fiscal quarters then ended exceed (the “Excess Amount”) the greater of 2% of our average invested assets or 25% of our net income for such year (the “2 %/25% Guidelines”) unless the Independent Directors Committee of our board of directors determines that such excess was justified, based on unusual and nonrecurring factors which it deems sufficient. If the Independent Directors Committee does not approve such excess as being so justified, the advisory agreement requires that any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. In addition, our charter provides that, if the Independent Directors Committee does not determine that the Excess Amount is justified, the Advisor shall reimburse us the amount by which the aggregate annual expenses paid to the Advisor during the four consecutive fiscal quarters then ended exceed the 2 %/25 % Guidelines. | ||||||||
For the four fiscal quarters ended March 31, 2014, our management fees and expenses and operating expenses totaled did not exceed the greater of 2% of our average invested assets and 25% of our net income. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
12. Commitments and Contingencies | |
We monitor our properties for the presence of hazardous or toxic substances. We are not currently aware of any environmental liability with respect to the properties that we believe would have a material effect on our financial condition, results of operations and cash flows. Further, we are not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. | |
Our commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In the opinion of management, these matters are not expected to have a material impact on our condensed consolidated financial position, cash flows and results of operations. We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against the Company which if determined unfavorably to us would have a material adverse effect on our cash flows, financial condition or results of operations. | |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Mar. 31, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
13. Subsequent Events | |||
Compass on the Bay Joint Venture | |||
On April 4, 2014, through wholly-owned subsidiaries, we acquired for $11.7 million a 95% interest in a joint venture entity that will own Compass on the Bay, located in Boston, MA. Compass on the Bay has a total of 56 beds in 39 units, which are dedicated to both assisted living and memory care. Senior Living Residences, LLC and its affiliates (collectively, “SLR”), which is not affiliated with us, is our joint venture partner. Prior to the completion of this transaction, Compass on the Bay was owned by SLR and a third-party entity. SLR specializes in the acquisition, development and management of senior housing communities. Based in Massachusetts, SLR owns or operates 10 senior living facilities in the New England area. We funded the purchase of our interest in Compass on the Bay with $5.4 million in proceeds from the sale of Series B preferred units of limited partnership interest in our Operating Partnership to the KKR Investor and an assumption of HUD debt in the amount of $6.6 million. | |||
Effective April 8, 2014, the Company, the KKR Investor, and the Advisor amended the Transition Agreement dated February 10, 2013 to: | |||
⋅ | Clarify the definition of Net Asset Value as used in the agreement to incorporate an enterprise premium in the calculation of the Company’s net asset value. An enterprise premium is an estimate of the incremental value of the Company associated with the size and composition of the Company’s portfolio in light of then-current market conditions and whether the capital markets would warrant a premium for an assembled portfolio of like assets. This amendment clarifies the intention of the parties with regard to this matter and does not impact the estimated per share value of the Company’s common stock as announced on a Form 8-K filed on March 4, 2014. | ||
⋅ | To revise the definition of Invested Capital such that Invested Capital is not reduced if the Company repurchases shares of common stock from stockholders using proceeds from the issuance of preferred equity in the Company or the Operating Partnership. | ||
Effective April 8, 2014, the Company, the Operating Partnership, and the Investor amended the Securities Purchase Agreement dated February 10, 2013 to, among other things: | |||
⋅ | Allow the Operating Partnership to issue up to $29 million of additional Series B Convertible Preferred Units of limited partnership interest of the Operating Partnership (“Series B Preferred Units”) to the Investor for the purpose of funding a repurchase of the Company’s stock under the tender offer. | ||
⋅ | Delay and potentially reduce the unused capital fee payable by the Company to the Investor during the first year of the term of the Securities Purchase Agreement, depending on the success of the tender offer. | ||
In a tender offer filed with the SEC on April 10, 2014 , we announced an offer to purchase up to $35 million of the Company’s common stock at a price of $8.50 per share, net to the tendering stockholder in cash, less any applicable withholding taxes and without interest. The Tender Offer will close at 5PM EDT on May 23, 2014 unless extended or withdrawn. We will fund 80% of the first $30 million of share purchases using proceeds we receive from the Investor in exchange for the sale of Series B Preferred Units by our Operating Partnership, and 20% using cash on hand. We will fund any additional amounts needed to complete this tender offer using proceeds we receive from the Investor in exchange for the sale of additional Series B Preferred Units by our Operating Partnership. | |||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Abstract] | ' |
Principles of Consolidation and Basis of Presentation | ' |
Principles of Consolidation and Basis of Presentation | |
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of variable interest entities (“VIEs”), we analyze our variable interests, including investments in partnerships and joint ventures, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews, based on our review of the design of the entity, its organizational structure including decision-making ability, risk and reward sharing experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and financial agreements. We also use quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary. | |
Interim Financial Information | ' |
Interim Financial Information | |
The accompanying interim condensed consolidated financial statements have been prepared by our management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the SEC. Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying financial information reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. Our accompanying interim condensed consolidated financial statements should be read in conjunction with our audited condensed consolidated financial statements and the notes thereto included on our 2013 Annual Report on Form 10-K, as filed with the SEC. | |
Investments_in_Real_Estate_Tab
Investments in Real Estate (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Investments In Real Estate [Abstract] | ' | |||||||||||||
Schedule Of Cost and Accumulated Depreciation and Amortization Related To Real Estate Assets and Related Lease Intangibles | ' | |||||||||||||
As of March 31, 2014, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | ||||||||||||||
Land | Buildings and | Furniture, | Intangible lease | |||||||||||
improvements | fixtures, and | assets | ||||||||||||
equipment | ||||||||||||||
Cost | $ | 28,561,000 | $ | 206,877,000 | $ | 7,620,000 | $ | 21,246,000 | ||||||
Accumulated depreciation and amortization | - | -15,793,000 | -3,068,000 | -12,888,000 | ||||||||||
Net | $ | 28,561,000 | $ | 191,084,000 | $ | 4,552,000 | $ | 8,358,000 | ||||||
As of December 31, 2013, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | ||||||||||||||
Land | Buildings and | Furniture, | Intangible lease | |||||||||||
improvements | fixtures, and | assets | ||||||||||||
equipment | ||||||||||||||
Cost | $ | 28,561,000 | $ | 206,720,000 | $ | 7,505,000 | $ | 21,515,000 | ||||||
Accumulated depreciation and amortization | - | -14,225,000 | -2,762,000 | -12,095,000 | ||||||||||
Net | $ | 28,561,000 | $ | 192,495,000 | $ | 4,743,000 | $ | 9,420,000 | ||||||
Schedule of Finite Lived Intangible Assets Future Amortization Expense | ' | |||||||||||||
Estimated amortization for April 1, 2014 through December 31, 2014 and each of the subsequent years is as follows: | ||||||||||||||
Intangible | ||||||||||||||
assets | ||||||||||||||
April 1, 2014 - December 31, 2014 | $ | 1,803,000 | ||||||||||||
2015 | $ | 487,000 | ||||||||||||
2016 | $ | 487,000 | ||||||||||||
2017 | $ | 487,000 | ||||||||||||
2018 | $ | 487,000 | ||||||||||||
2019 and thereafter | $ | 4,607,000 | ||||||||||||
Investments_in_Unconsolidated_1
Investments in Unconsolidated Entities (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Investments In Unconsolidated Entities [Abstract] | ' | ||||||||||||
Schedule of Equity Method Accounting | ' | ||||||||||||
As of March 31, 2014, the Company owns an interest in the following entities that are accounted for under the equity method of accounting: | |||||||||||||
Entity (1) | Property Type | Acquired | Investment (2) | Ownership% | |||||||||
Physicians Center MOB | Medical Office Building | Apr-12 | $ | 1,191,000 | 71.9 | % | |||||||
Buffalo Crossing | Assisted-Living Facility | Jan-14 | 1,161,000 | 25 | % | ||||||||
$ | 2,352,000 | ||||||||||||
-1 | These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact the entity’s performance. | ||||||||||||
-2 | Represents the carrying value of the Company’s investment in the unconsolidated entities. | ||||||||||||
Schedule of Combined Financial Information For Unconsolidated Entities | ' | ||||||||||||
Summarized combined financial information for the Company’s unconsolidated entities is as follows: | |||||||||||||
March 31, | December 31, | ||||||||||||
2014 (1)(2) | 2013 (2)(3) | ||||||||||||
Cash and cash equivalents | $ | 2,896,000 | $ | 97,000 | |||||||||
Investments in real estate, net | 10,724,000 | 8,888,000 | |||||||||||
Other assets | 370,000 | 359,000 | |||||||||||
Total assets | $ | 13,990,000 | $ | 9,344,000 | |||||||||
Notes payable | $ | 7,661,000 | $ | 7,472,000 | |||||||||
Accounts payable and accrued liabilities | 695,000 | 73,000 | |||||||||||
Other liabilities | 113,000 | 52,000 | |||||||||||
Total stockholders’ equity | 5,521,000 | 1,747,000 | |||||||||||
Total liabilities and equity | $ | 13,990,000 | $ | 9,344,000 | |||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 (1)(2) | 2013 (2)(3) | ||||||||||||
Total revenues | $ | 397,000 | $ | 707,000 | |||||||||
Net (loss) income | -112,000 | 14,000 | |||||||||||
Company’s equity in (loss) income from unconsolidated entities | -85,000 | 29,000 | |||||||||||
-1 | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the equity method of accounting beginning with the first quarter of 2014. | ||||||||||||
-2 | The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. | ||||||||||||
-3 | Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013. | ||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Reconciliation of segment activity to consolidated net income (loss) | ' | |||||||||||||
The following tables reconcile the segment activity to consolidated net (loss) income for the three months ended March 31, 2014 and 2013: | ||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||
Senior living | Triple-net | Medical office | Consolidated | |||||||||||
operations | leased | building | by Segment | |||||||||||
properties | ||||||||||||||
Rental Revenues | $ | 9,505,000 | $ | 1,309,000 | $ | 213,000 | $ | 11,027,000 | ||||||
Resident services and fee income | 7,267,000 | - | - | 7,267,000 | ||||||||||
Tenant reimbursement and other income | 100,000 | 164,000 | 76,000 | 340,000 | ||||||||||
$ | 16,872,000 | $ | 1,473,000 | $ | 289,000 | $ | 18,634,000 | |||||||
Property operating and maintenance expenses | 11,829,000 | 219,000 | 78,000 | 12,126,000 | ||||||||||
Net operating income | $ | 5,043,000 | $ | 1,254,000 | $ | 211,000 | $ | 6,508,000 | ||||||
General and administrative expenses | 394,000 | |||||||||||||
Asset management fees and expenses | 957,000 | |||||||||||||
Real estate acquisition costs and earn out costs | 34,000 | |||||||||||||
Depreciation and amortization | 2,920,000 | |||||||||||||
Interest expense, net | 2,209,000 | |||||||||||||
Equity in loss from unconsolidated entities | 85,000 | |||||||||||||
Net loss | $ | -91,000 | ||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||
Senior living | Triple-net | Medical office | Consolidated | |||||||||||
operations | leased | building | by Segment | |||||||||||
properties | ||||||||||||||
Rental Revenues | $ | 6,949,000 | $ | 1,310,000 | $ | 213,000 | $ | 8,472,000 | ||||||
Resident services and fee income | 5,954,000 | - | - | 5,954,000 | ||||||||||
Tenant reimbursement and other income | 118,000 | 217,000 | 73,000 | 408,000 | ||||||||||
$ | 13,021,000 | $ | 1,527,000 | $ | 286,000 | $ | 14,834,000 | |||||||
Property operating and maintenance expenses | 8,535,000 | 226,000 | 76,000 | 8,837,000 | ||||||||||
Net operating income | $ | 4,486,000 | $ | 1,301,000 | $ | 210,000 | $ | 5,997,000 | ||||||
General and administrative expenses | 443,000 | |||||||||||||
Asset management fees and expenses | 648,000 | |||||||||||||
Depreciation and amortization | 2,391,000 | |||||||||||||
Interest expense, net | 2,033,000 | |||||||||||||
Equity in (income) from unconsolidated entities | -29,000 | |||||||||||||
Net income | $ | 511,000 | ||||||||||||
Reconciliation of segment activity to consolidated financial position | ' | |||||||||||||
The following table reconciles the segment activity to consolidated financial position as of March 31, 2014 and December 31, 2013. | ||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||
Assets | ||||||||||||||
Investment in real estate: | ||||||||||||||
Senior living operations | $ | 183,022,000 | $ | 185,116,000 | ||||||||||
Triple-net leased properties | 41,756,000 | 42,248,000 | ||||||||||||
Medical office building | 7,777,000 | 7,855,000 | ||||||||||||
Total reportable segments | $ | 232,555,000 | $ | 235,219,000 | ||||||||||
Reconciliation to consolidated assets: | ||||||||||||||
Cash and cash equivalents | 20,724,000 | 21,792,000 | ||||||||||||
Deferred financing costs, net | 1,879,000 | 1,966,000 | ||||||||||||
Investment in unconsolidated entities | 2,352,000 | 1,297,000 | ||||||||||||
Tenant and other receivables, net | 3,183,000 | 3,204,000 | ||||||||||||
Deferred costs and other assets | 3,889,000 | 3,469,000 | ||||||||||||
Restricted cash | 3,510,000 | 3,930,000 | ||||||||||||
Goodwill | 5,965,000 | 5,965,000 | ||||||||||||
Total assets | $ | 274,057,000 | $ | 276,842,000 | ||||||||||
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes Payable [Abstract] | ' | ||||
Principal payments due on notes payable | ' | ||||
Principal payments due on our notes payable for April 1, 2014 to December 31, 2014 and each of the subsequent years is as follows: | |||||
Year | Principal amount | ||||
April 1, 2014 to December 31, 2014 | $ | 33,073,000 | |||
2015 | 8,910,000 | ||||
2016 | 2,605,000 | ||||
2017 | 14,433,000 | ||||
2018 | 26,718,000 | ||||
2019 and thereafter | 94,786,000 | ||||
$ | 180,525,000 | ||||
Add: premium | 377,000 | ||||
$ | 180,902,000 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||||||
Summary of distributions declared | ' | |||||||||||||
The following are the distributions declared during the three months ended March 31, 2014 and 2013: | ||||||||||||||
Distributions Declared | Cash Flow from | |||||||||||||
Period | Cash | Reinvested | Total | Operations | ||||||||||
First quarter 2013 | $ | 1,493,000 | $ | — | $ | 1,493,000 | $ | 2,643,000 | ||||||
First quarter 2014 | $ | 1,486,000 | $ | 69,000 | $ | 1,555,000 | $ | 3,652,000 | ||||||
Summary of repurchased shares | ' | |||||||||||||
During the three months ended March 31, 2014, we repurchased shares pursuant to our stock repurchase program as follows: | ||||||||||||||
Period | Total Number | Price Paid | ||||||||||||
of Shares | per Share | |||||||||||||
Redeemed | ||||||||||||||
First quarter 2014 | 6,000 | $ | 11.63 | |||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Schedule of Related Party Transactions | ' | |||||||
The fees and expense reimbursements payable to the Advisor under the advisory agreement for the three months ended March 31, 2014 and March 31, 2013 were as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Asset management fees | $ | 957,000 | $ | 648,000 | ||||
Organization_Details_Textual
Organization (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Sentio Investments, LLC [Member] | ' |
Organization [Line Items] | ' |
Formation date | 'December 20, 2011 |
Sentio Healthcare Properties OP, LP [Member] | ' |
Organization [Line Items] | ' |
Formation date | 'October 17, 2006 |
Operating Partnership and the HC Operating Partnership, LP [Member] | ' |
Organization [Line Items] | ' |
Percentage of interest owned | 87.00% |
Investments_in_Real_Estate_Det
Investments in Real Estate (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ' | ' |
Net | $232,555,000 | $235,219,000 |
Land [Member] | ' | ' |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ' | ' |
Cost | 28,561,000 | 28,561,000 |
Accumulated depreciation and amortization | 0 | 0 |
Net | 28,561,000 | 28,561,000 |
Buildings and improvements [Member] | ' | ' |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ' | ' |
Cost | 206,877,000 | 206,720,000 |
Accumulated depreciation and amortization | -15,793,000 | -14,225,000 |
Net | 191,084,000 | 192,495,000 |
Furniture, fixtures and equipment [Member] | ' | ' |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ' | ' |
Cost | 7,620,000 | 7,505,000 |
Accumulated depreciation and amortization | -3,068,000 | -2,762,000 |
Net | 4,552,000 | 4,743,000 |
Intangible lease assets [Member] | ' | ' |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ' | ' |
Cost | 21,246,000 | 21,515,000 |
Accumulated depreciation and amortization | -12,888,000 | -12,095,000 |
Net | $8,358,000 | $9,420,000 |
Investments_in_Real_Estate_Det1
Investments in Real Estate (Details 1) (USD $) | Mar. 31, 2014 |
Estimated amortization | ' |
April 1, 2014 - December 31, 2014 | $1,803,000 |
2015 | 487,000 |
2016 | 487,000 |
2017 | 487,000 |
2018 | 487,000 |
2019 and thereafter | $4,607,000 |
Investments_in_Real_Estate_Det2
Investments in Real Estate (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Real Estate Accumulated Depreciation, Depreciation Expense | $1.90 | $1.40 |
Finite-Lived Intangible Assets, Remaining Amortization Period | '13 years | ' |
Amortization of Intangible Assets | $1 | $1 |
Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '1 year | ' |
Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '20 years | ' |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Entities (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | ||
Investment | $2,352,000 | [1] |
Ownership | 25.00% | |
Physicians Center Mob [Member] | Medical Office Building [Member] | ' | |
Investment | 1,191,000 | [1],[2] |
Ownership | 71.90% | [2] |
Acquired | 30-Apr-12 | [2] |
Buffalo Crossing [Member] | Assisted-Living Facility [Member] | ' | |
Investment | $1,161,000 | [1],[2] |
Ownership | 25.00% | [2] |
Acquired | 31-Jan-14 | [2] |
[1] | Represents the carrying value of the Companybs investment in the unconsolidated entities. | |
[2] | These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact the entitybs performance. |
Investments_in_Unconsolidated_3
Investments in Unconsolidated Entities (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
Equity Method Investment, Summarized Financial Information, Assets | $13,990,000 | [1],[2] | $9,344,000 | [1],[3] |
Equity Method Investment Summarized Financial Information, Equity | 5,521,000 | [1],[2] | 1,747,000 | [1],[3] |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity | 13,990,000 | [1],[2] | 9,344,000 | [1],[3] |
Cash and Cash Equivalents [Member] | ' | ' | ||
Equity Method Investment, Summarized Financial Information, Assets | 2,896,000 | [1],[2] | 97,000 | [1],[3] |
Investments In Real Estate Net [Member] | ' | ' | ||
Equity Method Investment, Summarized Financial Information, Assets | 10,724,000 | [1],[2] | 8,888,000 | [1],[3] |
Other Assets [Member] | ' | ' | ||
Equity Method Investment, Summarized Financial Information, Assets | 370,000 | [1],[2] | 359,000 | [1],[3] |
Notes Payable [Member] | ' | ' | ||
Equity Method Investment Summarized Financial Information, Equity | 7,661,000 | [1],[2] | 7,472,000 | [1],[3] |
Accounts Payable and Accrued Liabilities [Member] | ' | ' | ||
Equity Method Investment Summarized Financial Information, Equity | 695,000 | [1],[2] | 73,000 | [1],[3] |
Other Liabilities [Member] | ' | ' | ||
Equity Method Investment Summarized Financial Information, Equity | $113,000 | [1],[2] | $52,000 | [1],[3] |
[1] | The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. | |||
[2] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the equity method of accounting beginning with the first quarter of 2014. | |||
[3] | Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013. |
Investments_in_Unconsolidated_4
Investments in Unconsolidated Entities (Details 2) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Total revenues | $397,000 | [1],[2] | $707,000 | [1],[3] |
Net (loss) income | -112,000 | [1],[2] | 14,000 | [1],[3] |
Companybs equity in (loss) income from unconsolidated entities | ($85,000) | [1],[2] | $29,000 | [1],[3] |
[1] | The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. | |||
[2] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the equity method of accounting beginning with the first quarter of 2014. | |||
[3] | Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013. |
Investments_in_Unconsolidated_5
Investments in Unconsolidated Entities (Details Textual) | Mar. 31, 2014 |
Equity Method Investment, Ownership Percentage | 25.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Deferred State and Local Income Tax Expense (Benefit) | $0.20 | $0.10 | ' |
Deferred Tax Assets, Net | $2.30 | ' | $1.90 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Reconciliation of segment activity to consolidated net income | ' | ' | ||
Rental Revenues | $11,027,000 | $8,472,000 | ||
Resident services and fee income | 7,267,000 | 5,954,000 | ||
Tenant reimbursements and other income | 340,000 | 408,000 | ||
Total revenues | 18,634,000 | 14,834,000 | ||
Property operating and maintenance expenses | 12,126,000 | 8,837,000 | ||
Net operating income | 6,508,000 | 5,997,000 | ||
General and administrative expenses | 394,000 | 443,000 | ||
Asset management fees and expenses | 957,000 | 648,000 | ||
Real estate acquisition and earn out costs | 34,000 | 0 | ||
Depreciation and amortization | 2,920,000 | 2,391,000 | ||
Interest expense, net | 2,209,000 | 2,033,000 | ||
Equity in (income) loss from unconsolidated entities | -85,000 | [1],[2] | 29,000 | [1],[3] |
Net loss\income | -91,000 | 511,000 | ||
Medical office building [Member] | ' | ' | ||
Reconciliation of segment activity to consolidated net income | ' | ' | ||
Rental Revenues | 213,000 | 213,000 | ||
Resident services and fee income | 0 | 0 | ||
Tenant reimbursements and other income | 76,000 | 73,000 | ||
Total revenues | 289,000 | 286,000 | ||
Property operating and maintenance expenses | 78,000 | 76,000 | ||
Net operating income | 211,000 | 210,000 | ||
Senior living operations [Member] | ' | ' | ||
Reconciliation of segment activity to consolidated net income | ' | ' | ||
Rental Revenues | 9,505,000 | 6,949,000 | ||
Resident services and fee income | 7,267,000 | 5,954,000 | ||
Tenant reimbursements and other income | 100,000 | 118,000 | ||
Total revenues | 16,872,000 | 13,021,000 | ||
Property operating and maintenance expenses | 11,829,000 | 8,535,000 | ||
Net operating income | 5,043,000 | 4,486,000 | ||
Triple-net leased properties [Member] | ' | ' | ||
Reconciliation of segment activity to consolidated net income | ' | ' | ||
Rental Revenues | 1,309,000 | 1,310,000 | ||
Resident services and fee income | 0 | 0 | ||
Tenant reimbursements and other income | 164,000 | 217,000 | ||
Total revenues | 1,473,000 | 1,527,000 | ||
Property operating and maintenance expenses | 219,000 | 226,000 | ||
Net operating income | $1,254,000 | $1,301,000 | ||
[1] | The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. | |||
[2] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the equity method of accounting beginning with the first quarter of 2014. | |||
[3] | Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013. |
Segment_Reporting_Details_1
Segment Reporting (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
Investments in real estate: | ' | ' | ' | ' |
Total reportable segments | $232,555,000 | $235,219,000 | ' | ' |
Reconciliation to consolidated assets: | ' | ' | ' | ' |
Cash and cash equivalents | 20,724,000 | 21,792,000 | 18,457,000 | 21,507,000 |
Deferred financing costs, net | 1,879,000 | 1,966,000 | ' | ' |
Investment in unconsolidated entities | 2,352,000 | 1,297,000 | ' | ' |
Tenant and other receivables, net | 3,183,000 | 3,204,000 | ' | ' |
Deferred costs and other assets | 3,889,000 | 3,469,000 | ' | ' |
Restricted cash | 3,510,000 | 3,930,000 | ' | ' |
Goodwill | 5,965,000 | 5,965,000 | ' | ' |
Total assets | 274,057,000 | 276,842,000 | ' | ' |
Medical office building [Member] | ' | ' | ' | ' |
Investments in real estate: | ' | ' | ' | ' |
Total reportable segments | 7,777,000 | 7,855,000 | ' | ' |
Senior living operations [Member] | ' | ' | ' | ' |
Investments in real estate: | ' | ' | ' | ' |
Total reportable segments | 183,022,000 | 185,116,000 | ' | ' |
Reconciliation to consolidated assets: | ' | ' | ' | ' |
Goodwill | 6,000,000 | 6,000,000 | ' | ' |
Triple-net leased properties [Member] | ' | ' | ' | ' |
Investments in real estate: | ' | ' | ' | ' |
Total reportable segments | $41,756,000 | $42,248,000 | ' | ' |
Segment_Reporting_Details_Text
Segment Reporting (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Segment Reporting (Textual) [Abstract] | ' | ' |
Goodwill | $5,965,000 | $5,965,000 |
Senior living operations [Member] | ' | ' |
Segment Reporting (Textual) [Abstract] | ' | ' |
Goodwill | $6,000,000 | $6,000,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details Textual) (Fair Value, Inputs, Level 2 [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Notes Payable, Fair Value Disclosure | $177.60 | $178.40 |
Notes payable, net | 180.9 | 181.7 |
Carrying Value Of Notes Payable | $180.50 | $181.30 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Principal payments due on notes payable | ' | ' |
Principal amount | $180,525,000 | ' |
Add: premium | 377,000 | ' |
Notes payable | 180,902,000 | 181,645,000 |
April 1, 2014 to December 31, 2014 [Member] | ' | ' |
Principal payments due on notes payable | ' | ' |
Principal amount | 33,073,000 | ' |
2015 [Member] | ' | ' |
Principal payments due on notes payable | ' | ' |
Principal amount | 8,910,000 | ' |
2016 [Member] | ' | ' |
Principal payments due on notes payable | ' | ' |
Principal amount | 2,605,000 | ' |
2017 [Member] | ' | ' |
Principal payments due on notes payable | ' | ' |
Principal amount | 14,433,000 | ' |
2018 [Member] | ' | ' |
Principal payments due on notes payable | ' | ' |
Principal amount | 26,718,000 | ' |
2019 and Thereafter [Member] | ' | ' |
Principal payments due on notes payable | ' | ' |
Principal amount | $94,786,000 | ' |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
Notes Payable (Additional Textual) [Abstract] | ' | ' | ' |
Notes payable | $180,902,000 | $181,645,000 | ' |
Notes Payable, net of premium | 180,900,000 | 181,700,000 | ' |
Fixed rate debt | 149,300,000 | 150,000,000 | ' |
Fixed rate debt, notes payable | 83.00% | 83.00% | ' |
Variable rate debt | 31,200,000 | 31,300,000 | ' |
Variable rate debt, notes payable | 5.17% | 5.17% | ' |
Fixed rate debt, weighted average interest rate | 4.91% | 17.00% | ' |
Variable rate debt, weighted average interest rate | 3.68% | 3.68% | ' |
Deferred Tax Liabilities, Deferred Expense, Deferred Financing Costs | 2,200,000 | ' | 2,000,000 |
Deferred Finance Costs, Net | $1,879,000 | $1,966,000 | ' |
Maximum [Member] | ' | ' | ' |
Notes Payable (Additional Textual) [Abstract] | ' | ' | ' |
Fixed rate debt, notes payable | 6.50% | ' | ' |
Minimum [Member] | ' | ' | ' |
Notes Payable (Additional Textual) [Abstract] | ' | ' | ' |
Fixed rate debt, notes payable | 2.80% | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Summary of distributions declared | ' | ' |
Distributions Declared,Cash | $1,486,000 | $1,493,000 |
Distributions Declared, Reinvested | 69,000 | 0 |
Distributions Declared, Total | 1,555,000 | 1,493,000 |
Cash Flow From Operations | $3,652,000 | $2,643,000 |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (First Quarter [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
First Quarter [Member] | ' |
Summary of repurchased shares | ' |
Total Number of Shares Redeemed | 6,000 |
Price Paid per Share | $11.63 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Apr. 04, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 04, 2014 | Apr. 08, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||
Subsequent Event [Member] | Subsequent Event [Member] | |||||||||
Stockholders' Equity (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 580,000,000 | 580,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 20,000,000 | ' | ' | ' | ' | ' | ' | 29,000,000 | 1,000 | 1,000 |
Preferred stock, par value | $0.01 | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 |
Proceeds from issuance of common stock | $132.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annualized rate | $0.50 | ' | $0.48 | ' | ' | ' | ' | ' | ' | ' |
Percentage of annualized rate | 5.00% | ' | 4.75% | ' | 7.50% | ' | ' | ' | ' | ' |
Annualized rate per share | $10 | ' | $10 | ' | $7.50 | ' | ' | ' | $3 | ' |
Common Stock Reinvested | 13,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | 193,000 | ' | ' | 1,000 | 0 |
Proceeds from Issuance of Preferred Stock and Preference Stock | $19.40 | ' | ' | ' | ' | ' | $5.40 | ' | ' | ' |
Preferred Stock Convertible Number Of Equity Instruments | ' | ' | ' | 538,922 | 1,926,148 | ' | 54,000 | ' | ' | ' |
Preferred Units Issuable Equity Commitment | ' | ' | ' | ' | 1,306,000 | ' | ' | ' | ' | ' |
Earnings_Per_Share_Details_Tex
Earnings Per Share (Details Textual) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 193,000 | 0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Asset management fees | $957,000 | $648,000 |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions (Additional Textual) [Abstract] | ' |
Management Fee, Description | 'our management fees and expenses and operating expenses totaled did not exceed the greater of 2% of our average invested assets and 25% of our net income |
Percentage of average invested assets | 2.00% |
Percentage of net income | 25.00% |
Percentage Of Management Fee Exceeded Then Invested Assets | 2.00% |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 08, 2014 | Apr. 08, 2014 | Apr. 04, 2014 | Apr. 08, 2014 |
In Millions, except Share data, unless otherwise specified | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
On First 30 Million Of Share Purchases [Member] | Compass on the Bay Joint Venture [Member] | Series B Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | 95.00% | ' |
Business Combination, Consideration Transferred, Total | ' | ' | ' | ' | ' | $11.70 | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | 5.4 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | ' | ' | ' | ' | ' | $6.60 | ' |
Preferred Stock, Shares Authorized | 20,000,000 | 1,000 | 1,000 | ' | ' | ' | 29,000,000 |
Common Stock Shares Tender Offer | ' | ' | ' | 35,000,000 | ' | ' | ' |
Common Stock Tender Offer Price | ' | ' | ' | $8.50 | ' | ' | ' |
Repurchase Of Stock Funding From Sale Of Preferred Units Percentage | ' | ' | ' | ' | 80.00% | ' | ' |
Repurchase Of Stock Funding From Cash On Hand Percentage | ' | ' | ' | 20.00% | ' | ' | ' |