Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Sentio Healthcare Properties Inc | |
Entity Central Index Key | 1378774 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,487,916 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $34,438,000 | $35,564,000 |
Investments in real estate: | ||
Land | 42,289,000 | 42,266,000 |
Buildings and improvements, net | 341,704,000 | 306,788,000 |
Furniture, fixtures and vehicles, net | 10,458,000 | 8,987,000 |
Intangible lease assets, net | 9,555,000 | 11,028,000 |
Total Investment In Real Estate | 404,006,000 | 369,069,000 |
Deferred financing costs, net | 3,807,000 | 3,338,000 |
Investment in unconsolidated entities | 4,984,000 | 5,146,000 |
Tenant and other receivables, net | 4,526,000 | 4,037,000 |
Deferred costs and other assets | 7,645,000 | 5,554,000 |
Restricted cash | 5,435,000 | 5,161,000 |
Goodwill | 5,965,000 | 5,965,000 |
Total assets | 470,806,000 | 433,834,000 |
Liabilities: | ||
Notes payable, net | 294,893,000 | 276,476,000 |
Accounts payable and accrued liabilities | 17,425,000 | 10,178,000 |
Prepaid rent and security deposits | 4,031,000 | 3,029,000 |
Distributions payable | 1,415,000 | 1,446,000 |
Total liabilities | 317,764,000 | 291,129,000 |
Equity: | ||
Preferred Stock Series C, $0.01 par value; 1,000 shares authorized; 1,000 and 1,000 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively. | 0 | 0 |
Common stock, $0.01 par value; 580,000,000 shares authorized; 11,480,619 and 11,472,765 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 115,000 | 115,000 |
Additional paid-in capital | 65,468,000 | 66,792,000 |
Accumulated deficit | -21,388,000 | -18,714,000 |
Total stockholders' equity | 44,195,000 | 48,193,000 |
Noncontrolling interests: | ||
Series B convertible preferred OP units | 105,566,000 | 91,088,000 |
Other noncontrolling interest | 3,281,000 | 3,424,000 |
Total equity | 153,042,000 | 142,705,000 |
Total liabilities and equity | $470,806,000 | $433,834,000 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 580,000,000 | 580,000,000 |
Common stock, shares issued | 11,480,619 | 11,472,765 |
Common stock, shares outstanding | 11,480,619 | 11,472,765 |
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 | 1,000 |
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Revenues: | |||
Rental revenues | $17,430,000 | $11,027,000 | |
Resident fees and services | 7,665,000 | 7,267,000 | |
Tenant reimbursements and other income | 529,000 | 340,000 | |
Total revenues | 25,624,000 | 18,634,000 | |
Expenses: | |||
Property operating and maintenance | 16,483,000 | 12,126,000 | |
General and administrative | 186,000 | 394,000 | |
Asset management fees | 1,359,000 | 957,000 | |
Real estate acquisition costs | 582,000 | 34,000 | |
Depreciation and amortization | 4,455,000 | 2,920,000 | |
Total expenses | 23,065,000 | 16,431,000 | |
Income from operations | 2,559,000 | 2,203,000 | |
Other expense: | |||
Interest expense, net | 3,167,000 | 2,209,000 | |
Equity in loss from unconsolidated entities | 127,000 | 85,000 | [1],[2] |
Net loss | -735,000 | -91,000 | |
Preferred return to Series B convertible preferred OP units | 1,801,000 | 362,000 | |
Net income attributable to other noncontrolling interests | 138,000 | 157,000 | |
Net loss attributable to common stockholders | ($2,674,000) | ($610,000) | |
Basic and diluted weighted average number of common shares | 11,478,707 | 12,611,127 | |
Basic and diluted net loss per common share attributable to common stockholders | ($0.23) | ($0.05) | |
[1] | On January 28, 2014, through a wholly owned subsidiary, we acquired a 25% interest in a joint venture entity that is developing 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] | On October 2, 2014, through a wholly owned subsidiary, we acquired a 65% interest in a joint venture entity that is developing the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method of accounting beginning with the fourth quarter of 2014. |
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, 2014 | $142,705,000 | $0 | $115,000 | $66,792,000 | ($18,714,000) | $48,193,000 | $94,512,000 |
Balance (in shares) at Dec. 31, 2014 | 1,000 | 11,472,765 | |||||
Issuance of Common Stock | 91,000 | 91,000 | 91,000 | ||||
Issuance of Common Stock (in shares) | 7,854 | ||||||
Issuance of Series B convertible preferred OP units, net | 15,452,000 | 0 | 15,452,000 | ||||
Distributions | -4,471,000 | -1,415,000 | -1,415,000 | -3,056,000 | |||
Net (loss) income | -735,000 | -2,674,000 | -2,674,000 | 1,939,000 | |||
Balance at Mar. 31, 2015 | $153,042,000 | $0 | $115,000 | $65,468,000 | ($21,388,000) | $44,195,000 | $108,847,000 |
Balance (in shares) at Mar. 31, 2015 | 1,000 | 11,480,619 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Cash flows from operating activities: | |||
Net loss | ($735,000) | ($91,000) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Amortization of deferred financing costs | 166,000 | 140,000 | |
Depreciation and amortization | 4,455,000 | 2,920,000 | |
Straight-line rent and above/below market lease amortization | -221,000 | -132,000 | |
Amortization of loan premium | -15,000 | -17,000 | |
Equity in loss from unconsolidated entities | 127,000 | 85,000 | [1],[2] |
Bad debt expense | 49,000 | 140,000 | |
Deferred tax benefit | -234,000 | -404,000 | |
Changes in operating assets and liabilities: | |||
Tenant and other receivables | -300,000 | 139,000 | |
Deferred costs and other assets | -203,000 | 160,000 | |
Restricted cash | -142,000 | 515,000 | |
Prepaid rent and tenant security deposits | 977,000 | 925,000 | |
Accounts payable and accrued expenses | -576,000 | -728,000 | |
Net cash provided by operating activities | 3,348,000 | 3,652,000 | |
Cash flows from investing activities: | |||
Real estate acquisitions | -31,335,000 | 0 | |
Additions to real estate | -387,000 | -341,000 | |
Purchase of an interest in an unconsolidated entity | 0 | -1,161,000 | |
Restricted cash | -80,000 | -95,000 | |
Acquisition deposits | -1,669,000 | -84,000 | |
Distributions from unconsolidated entities | 35,000 | 21,000 | |
Net cash used in investing activities | -33,436,000 | -1,660,000 | |
Cash flows from financing activities: | |||
Proceeds from issuance of Series B OP units, net | 15,589,000 | 0 | |
Redeemed shares | 0 | -70,000 | |
Proceeds from notes payable | 19,195,000 | 0 | |
Repayment of notes payable | -763,000 | -726,000 | |
Offering costs | 0 | -5,000 | |
Deferred financing costs | -596,000 | -53,000 | |
Distributions paid to Series B convertible preferred OP units and other noncontrolling interests | -3,056,000 | -644,000 | |
Distributions paid to stockholders | -1,355,000 | -1,528,000 | |
Proceeds from (Repayments of) Restricted Cash, Financing Activities | -52,000 | 0 | |
Tender offer costs | 0 | -34,000 | |
Net cash provided by (used in) financing activities | 28,962,000 | -3,060,000 | |
Net decrease in cash and cash equivalents | -1,126,000 | -1,068,000 | |
Cash and cash equivalents - beginning of period | 35,564,000 | 21,792,000 | |
Cash and cash equivalents - end of period | 34,438,000 | 20,724,000 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 2,834,000 | 2,133,000 | |
Cash paid for income taxes | 12,000 | 20,000 | |
Supplemental disclosure of non-cash financing and investing activities: | |||
Distributions declared not paid | 1,330,000 | 1,486,000 | |
Distributions reinvested | 6,000 | 8,000 | |
Accrued preferred stock offering costs | 137,000 | 0 | |
Accrued deferred acquisition costs | 138,000 | 0 | |
Accrued tender offer costs | 0 | 59,000 | |
Accrued additions to real estate | $147,000 | $40,000 | |
[1] | On January 28, 2014, through a wholly owned subsidiary, we acquired a 25% interest in a joint venture entity that is developing 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] | On October 2, 2014, through a wholly owned subsidiary, we acquired a 65% interest in a joint venture entity that is developing the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method of accounting beginning with the fourth quarter of 2014. |
Organization
Organization | 3 Months Ended |
Mar. 31, 2015 | |
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. Effective January 1, 2012, subject to certain restrictions and limitations, our business is managed by Sentio Investments, LLC, a Florida limited liability company that was formed on December 20, 2011 (the “Advisor”). Prior to January 1, 2012, we were externally advised by Cornerstone Leveraged Realty Advisors, LLC. | |
Sentio Healthcare Properties OP, LP, a Delaware limited partnership (the “Operating Partnership”), was formed on October 17, 2006. As of March 31, 2015, we owned 100% of the outstanding common units in the Operating Partnership and the HC Operating Partnership, LP, a subsidiary of the Operating Partnership. Pursuant to the terms of the KKR Equity Commitment (as described in Note 11), we have issued Series B Convertible Preferred Units in the Operating Partnership (“Series B Preferred Units”) to the Investor (as described in Note 11), the terms of which provide that the Investor may convert its preferred units into common units at its discretion. On an as-converted basis, as of March 31, 2015, the Investor owns 48.9% and we own the remaining interest in the Operating Partnership and the HC Operating Partnership, LP. We anticipate that we will conduct all or a portion 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, 2015 | |
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, 2014. | |
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 Securities and Exchange Commission (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, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. 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 2014 Annual Report on Form 10-K, as filed with the SEC. | |
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Acquisitions | 3. Acquisitions | ||||
Sumter Grand | |||||
On February 6, 2015, through a wholly owned subsidiary, we acquired real estate property (“Sumter Grand”) from an unaffiliated third party, for a purchase price of $31.5 million. Sumter Grand, which opened in December 2014, is a 150-unit independent living facility located in The Villages, Florida. We funded the purchase of Sumter Grand with proceeds from the sale to the Investor of Series B Preferred Units pursuant to the KKR Equity Commitment (as described in Note 11) on December 30, 2014 and with proceeds from a mortgage loan from KeyBank National Association, Inc. (“KeyBank”), an unaffiliated lender (as described in Note 10). | |||||
The following summary provides the allocation of the acquired assets and liabilities of Sumter Grand as of the acquisition date. We have accounted for the acquisition as a business combination under GAAP. Under business combination accounting, the assets and liabilities of the acquired property was recorded at its respective fair value as of the acquisition date and consolidated in our financial statements. The details of the purchase price of the acquired property are set forth below: | |||||
Sumter Grand | |||||
Buildings and improvements | $ | 37,295,000 | |||
Furniture, fixtures and vehicles | 1,580,000 | ||||
Intangible liability (1) | -516,000 | ||||
Contingent liability (2) | -6,859,000 | ||||
Real estate acquisition | $ | 31,500,000 | |||
Acquisition expenses | $ | 423,000 | |||
-1 | This balance represents the Company’s fair value estimate of the above market ground lease associated with the land in the Sumter Grand acquisition. | ||||
-2 | This balance represents the Company’s fair value estimate of an earnout liability the seller of Sumter Grand is entitled to based on a net operating income threshold. The earnout provision will expire if not acheived 42 months after acquisition. | ||||
The Company recorded revenues of $0.5 million and a net loss of $0.6 million for the three month period ended March 31, 2015 for the Sumter Grand acquisition. | |||||
Sumter Grand opened in December 2014, therefore the Company has excluded proforma financial statements as if the acquisition occurred on January 1, 2014. | |||||
Loan_Receivable
Loan Receivable | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Loan Receivable | 4. Loan Receivable |
On January 16, 2015, the Company, through an indirect wholly owned subsidiary, originated a development loan in the amount of $41.9 million for the development of The Delaney at Georgetown Village located in Georgetown, Texas (the “Georgetown Loan”). The borrower, Westminster-LCS Georgetown LLC, is not affiliated with the Company or the Advisor. The borrower is a joint venture between Life Care Companies, LLC (“LCS”) and a fund sponsored by Westminster Capital (“Westminster”), and will use the proceeds of the Georgetown Loan to develop a senior living facility with 207 units including independent living, assisted living and memory care. | |
The Georgetown Loan is secured by a first mortgage lien on the land, building, and all improvements made thereon. The Georgetown Loan matures on January 15, 2020 with one 12-month option to extend at the Company’s option, and bears interest at a fixed rate of 7.9% per annum for the term of the loan. Advances will be made periodically during the construction period to cover documented hard and soft costs of construction and interest, commencing after the borrower has expended its required equity contribution, and subject to customary construction draw conditions. The borrower paid a loan origination fee equal to 1% of the loan amount. Monthly payments are interest only for the term of the loan. The Company has the option to purchase the property at fair value upon stabilization or 48 months. Fair value is determined by the average asset value of independent appraisals obtained by the lender and borrower. Regardless of whether the Company exercises the option to purchase the property, the Company will be entitled to participate in the value creation which is the difference between the fair value and the total development cost. The Georgetown Loan is non-recourse to LCS and Westminster, but LCS has provided cost and completion guarantees as well as a guaranty of customary “bad boy” carve-outs. | |
On January 14, 2015, the Company closed a put exercise to fund the Georgetown Loan with proceeds from the sale of Series B Preferred Units to the Investor pursuant to the KKR Equity Commitment (as described in Note 11). Upon funding of the Georgetown Loan, interest income on the loan receivable will be recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks. As of March 31, 2015, the borrower had made no draws on the Georgetown Loan. | |
Investments_in_Real_Estate
Investments in Real Estate | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Investments In Real Estate [Abstract] | ||||||||||||||
Investments in Real Estate | 5. Investments in Real Estate | |||||||||||||
As of March 31, 2015, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | ||||||||||||||
Land | Buildings and | Furniture, Fixtures | Intangible Lease | |||||||||||
Improvements | and Equipment | Assets | ||||||||||||
Cost | $ | 42,289,000 | $ | 365,325,000 | $ | 15,034,000 | $ | 26,763,000 | ||||||
Accumulated depreciation and amortization | - | -23,621,000 | -4,576,000 | -17,208,000 | ||||||||||
Net | $ | 42,289,000 | $ | 341,704,000 | $ | 10,458,000 | $ | 9,555,000 | ||||||
As of December 31, 2014, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | ||||||||||||||
Land | Buildings and | Furniture, Fixtures | Intangible Lease | |||||||||||
Improvements | and Equipment | Assets | ||||||||||||
Cost | $ | 42,266,000 | $ | 327,858,000 | $ | 13,125,000 | $ | 26,752,000 | ||||||
Accumulated depreciation and amortization | - | -21,070,000 | -4,138,000 | -15,724,000 | ||||||||||
Net | $ | 42,266,000 | $ | 306,788,000 | $ | 8,987,000 | $ | 11,028,000 | ||||||
Depreciation expense associated with buildings and improvements, site improvements and furniture and fixtures for the three months ended March 31, 2015 and 2014 was approximately $3.0 million and $1.9 million, respectively. | ||||||||||||||
Amortization associated with intangible assets for the three months ended March 31, 2015 and 2014 was $1.5 million and $1.0 million, respectively. | ||||||||||||||
Estimated amortization for April 1, 2015 through December 31, 2015 and each of the subsequent years is as follows: | ||||||||||||||
Intangible Assets | ||||||||||||||
April 1, 2015 - December 31, 2015 | $ | 2,885,000 | ||||||||||||
2016 | 559,000 | |||||||||||||
2017 | 557,000 | |||||||||||||
2018 | 557,000 | |||||||||||||
2019 | 464,000 | |||||||||||||
2020 and thereafter | 4,533,000 | |||||||||||||
The estimated useful lives for intangible assets range from approximately one to 22 years. As of March 31, 2015, the weighted-average amortization period for intangible assets was 12 years. | ||||||||||||||
Investments_in_Unconsolidated_
Investments in Unconsolidated Entities | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||
Investments In Unconsolidated Entities | 6. Investments in Unconsolidated Entities | ||||||||||||
As of March 31, 2015, the Company owns interests 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 | $ | 144,000 | 71.90% | ||||||||
Buffalo Crossing | Assisted-Living Facility - Under Development | Jan-14 | 1,161,000 | 25.00% | |||||||||
The Parkway | Assisted-Living Facility - Under Development | Oct-14 | 3,679,000 | 65.00% | |||||||||
$ | 4,984,000 | ||||||||||||
-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, | ||||||||||||
2015 | 2014 (1)(2) | ||||||||||||
Cash and cash equivalents | $ | 170,000 | $ | 48,000 | |||||||||
Investments in real estate, net | 35,713,000 | 27,737,000 | |||||||||||
Other assets | 850,000 | 769,000 | |||||||||||
Total assets | $ | 36,733,000 | $ | 28,554,000 | |||||||||
Notes payable | $ | 25,779,000 | $ | 17,444,000 | |||||||||
Accounts payable and accrued liabilities | 2,138,000 | 1,676,000 | |||||||||||
Other liabilities | 74,000 | 68,000 | |||||||||||
Total stockholders’ equity | 8,742,000 | 9,366,000 | |||||||||||
Total liabilities and equity | $ | 36,733,000 | $ | 28,554,000 | |||||||||
Three Months Ended March 31, | |||||||||||||
2015 | 2014 (1)(2) | ||||||||||||
Total revenues | $ | 428,000 | $ | 397,000 | |||||||||
Net loss | -244,000 | -112,000 | |||||||||||
Company’s equity in loss from unconsolidated entities | -127,000 | -85,000 | |||||||||||
-1 | On January 28, 2014, through a wholly owned subsidiary, we acquired a 25% interest in a joint venture entity that is developing 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 | On October 2, 2014, through a wholly owned subsidiary, we acquired a 65% interest in a joint venture entity that is developing the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method of accounting beginning with the fourth quarter of 2014. | ||||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 7. Income Taxes |
For federal income tax purposes, we have elected to be taxed as a real estate investment trust (“REIT”), 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, which 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 $0.5 million benefit and a $0.2 million expense for federal and state income taxes in the three months ended March 31, 2015 and 2014, respectively, which have been recorded in general and administrative expenses. Net deferred tax assets related to the TRS entities totaled approximately $3.0 million at March 31, 2015 and $2.8 million at December 31, 2014, respectively, related primarily to book and tax basis differences for straight-line rent and accrued liabilities. Realization of these deferred tax assets is dependent in part upon generating sufficient taxable income in future periods. 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, 2015, 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, 2015 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Segment Reporting | 8. Segment Reporting | |||||||||||||
As of March 31, 2015, 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 senior living, 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 MOB 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 for the three months ended March 31, 2015 and 2014: | ||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||
Senior living | Triple- | Medical office | Consolidated | |||||||||||
properties | net leased | properties | ||||||||||||
properties | ||||||||||||||
Rental revenue | $ | 14,885,000 | $ | 2,329,000 | $ | 216,000 | $ | 17,430,000 | ||||||
Resident services and fee income | 7,665,000 | - | - | 7,665,000 | ||||||||||
Tenant reimbursements and other income | 134,000 | 318,000 | 77,000 | 529,000 | ||||||||||
22,684,000 | 2,647,000 | 293,000 | 25,624,000 | |||||||||||
Property operating and maintenance expenses | 16,118,000 | 284,000 | 81,000 | 16,483,000 | ||||||||||
Net operating income | $ | 6,566,000 | $ | 2,363,000 | $ | 212,000 | $ | 9,141,000 | ||||||
General and administrative | 186,000 | |||||||||||||
Asset management fees and expenses | 1,359,000 | |||||||||||||
Real estate acquisition costs | 582,000 | |||||||||||||
Depreciation and amortization | 4,455,000 | |||||||||||||
Interest expense, net | 3,167,000 | |||||||||||||
Equity in loss from unconsolidated entities | 127,000 | |||||||||||||
Net loss | $ | -735,000 | ||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||
Senior living | Triple- | Medical office | Consolidated | |||||||||||
properties | net leased | properties | ||||||||||||
properties | ||||||||||||||
Rental revenue | $ | 9,505,000 | $ | 1,309,000 | $ | 213,000 | $ | 11,027,000 | ||||||
Resident services and fee income | 7,267,000 | - | - | 7,267,000 | ||||||||||
Tenant reimbursements 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 | 394,000 | |||||||||||||
Asset management fees and expenses | 957,000 | |||||||||||||
Real estate acquisition 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 | ||||||||||||
The following table reconciles the segment activity to consolidated financial position as of March 31, 2015 and December 31, 2014. | ||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Assets | ||||||||||||||
Investment in real estate: | ||||||||||||||
Senior living operations | $ | 314,568,000 | $ | 278,880,000 | ||||||||||
Triple-net leased properties | 81,976,000 | 82,648,000 | ||||||||||||
Medical office building | 7,462,000 | 7,541,000 | ||||||||||||
Total reportable segments | $ | 404,006,000 | $ | 369,069,000 | ||||||||||
Reconciliation to consolidated assets: | ||||||||||||||
Cash and cash equivalents | 34,438,000 | 35,564,000 | ||||||||||||
Deferred financing costs, net | 3,807,000 | 3,338,000 | ||||||||||||
Investment in unconsolidated entities | 4,984,000 | 5,146,000 | ||||||||||||
Tenant and other receivables, net | 4,526,000 | 4,037,000 | ||||||||||||
Deferred costs and other assets | 7,645,000 | 5,554,000 | ||||||||||||
Restricted cash | 5,435,000 | 5,161,000 | ||||||||||||
Goodwill | 5,965,000 | 5,965,000 | ||||||||||||
Total assets | $ | 470,806,000 | $ | 433,834,000 | ||||||||||
As of March 31, 2015 and December 31, 2014, 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, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements |
The Financial Accounting Standards Board (the “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. | |
Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity’s assumptions about market participant assumptions used to value an asset or liability. | |
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. With the exception of notes payable discussed below, we consider the carrying values of our financial instruments 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 $294.3 million and $275.8 million, compared to the carrying values of $294.9 million ($294.9 million, including premium) and $276.4 million ($276.5 million, including premium) at March 31, 2015 and December 31, 2014, respectively. | |
There were no transfers between Level 1 or 2 during the three months ended March 31, 2015. | |
Notes_Payable
Notes Payable | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Notes Payable [Abstract] | |||||
Notes Payable | 10. Notes Payable | ||||
Notes payable were $294.9 million ($294.9 million, including premium) and $276.4 million ($276.5 million, including premium) as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, we had fixed and variable rate secured mortgage loans with effective interest rates ranging from 2.80% to 6.43% per annum and a weighted average effective interest rate of 4.08% per annum. As of March 31, 2015, notes payable consisted of $155.8 million of fixed rate debt, or approximately 53% of notes payable, at a weighted average interest rate of 4.89% per annum and $139.1 million of variable rate debt, or approximately 47% of notes payable, at a weighted average interest rate of 3.18% per annum. As of December 31, 2014, we had $156.4 million of fixed rate debt, or 57% of notes payable, at a weighted average interest rate of 4.89% per annum and $120.0 million of variable rate debt, or 43% of notes payable, at a weighted average interest rate of 3.15% per annum. | |||||
On December 31, 2014, the Company entered into a secured loan agreement with KeyBank, in the aggregate amount of up to $53.2 million in connection with the acquisitions of the Sumter Place and Sumter Grand properties in The Villages, Florida. As of December 31, 2014 a total of $28.9 million was drawn on the loan related to Sumter Place. On February 6, 2015, in connection with the acquisition of Sumter Grand, an additional $19.2 million was drawn on the loan. The loan has a term of three years at a floating interest rate of one month LIBOR plus 3.15% subject to increase in certain circumstances. Loan payments are interest only for the initial three year term. We have the right to make prepayments on the loan, in whole or in part, without prepayment penalty provided that the minimum repayment is in increments of at least $500,000. We have an extension option for a single one-year term in which the payments would include principal amortization based on a 30-year amortization period. | |||||
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, 2015, we were in compliance with all such covenants and requirements with the exception of Woodbury Mews. At March 31, 2015, the average Woodbury Mews occupancy was below the minimum loan requirement, violating a covenant of this loan. Our lender has waived compliance with this covenant for the quarter ended March 31, 2015. In the event that we are not in compliance with this covenant in future periods and are unable to obtain a consent or waiver, KeyBank may choose to pursue remedies under the loan which could include foreclosure of the Woodbury Mews property and enforcement of the our guarantee of up to 25% of the loan balance. We intend to extend the $25.0 million Woodbury Mews loan that matures in the third quarter of 2015. The terms of this loan provide for one remaining one-year extension option, requiring the payment of a 25 basis point fee. | |||||
Principal payments due on our notes payable for April 1, 2015 to December 31, 2015 and each of the subsequent years is as follows: | |||||
Year | Principal Amount | ||||
April 30, 2015 - December 31, 2015 | $ | 26,781,000 | |||
2016 | 2,786,000 | ||||
2017 | 98,718,000 | ||||
2018 | 27,127,000 | ||||
2019 | 59,142,000 | ||||
2020 and thereafter | 80,303,000 | ||||
$ | 294,857,000 | ||||
Add: premium | 36,000 | ||||
$ | 294,893,000 | ||||
Interest Expense and Deferred Financing Cost | |||||
For the three months ended March 31, 2015 and 2014, the Company incurred interest expense, including amortization of deferred financing costs of $3.2 million and $2.2 million, respectively. As of March 31, 2015 and December 31, 2014, the Company’s net deferred financing costs were approximately $3.8 million and $3.3 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, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Stockholders' Equity | 11. 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, of which 1,000 shares are designated as Senior Cumulative Preferred Stock, Series C (the “Series C Preferred Stock”). | ||||||||||||||
As of March 31, 2015 and December 31, 2014, 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 | ||||||||||||||
On February 10, 2013, we entered into a series of agreements, which have been amended at various points after February 10, 2013, with Sentinel RE Investment Holdings LP (the “Investor”), an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) for the purpose of obtaining up to a $158.7 million of equity funding to be used to finance future investment opportunities (such investment and the related agreements, as amended, are referred to herein collectively as the “KKR Equity Commitment”). Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of up to three years, up to $158.7 million in aggregate issuance amount of Series C Preferred Stock in the Company and Series B Preferred Units in the Operating Partnership. | ||||||||||||||
As of March 31, 2015 and December 31, 2014 we had issued 1,000 and 1,000 shares of Series C Preferred Stock and 1,101,560 and 946,560 Series B Preferred Units to the Investor for gross proceeds of $110.2 million and $94.8 million, respectively. The Series B Preferred Units outstanding are classified as non-controlling interests in the accompanying condensed consolidated balance sheets and are convertible into approximately 10,993,613 and 9,446,707 shares of the Company’s common stock, respectively. | ||||||||||||||
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% (with respect to put exercises associated with real property acquisitions) and 6.0% (with respect to put exercises associated with construction loan originations) 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 blended return equal to a weighted average interest rate determined taking into account the Series B Preferred Units receiving a 6.0% return and the Series B Preferred Units receiving a 7.5% return per until in annual distributions commencing from February 10, 2013, and thereafter to the common units and Series B Preferred Units pro rata. For the three months ended March 31, 2015, the Company paid distributions on the Series B Preferred Units in the amount of $2.8 million. | ||||||||||||||
On January 16, 2015, pursuant to a put exercise (the “Georgetown Put Exercise”), we agreed to issue 419,120 Series B Preferred Units to the Investor and the Investor agreed to fund $41.9 million related to the Georgetown Loan (as described in Note 4) pursuant to a draw schedule, subject to the terms and conditions set forth in a letter agreement dated January 16, 2015 (the “January Letter Agreement”). The January Letter Agreement divided the issuance of the Series B Preferred Units related to the Georgetown Put Exercise into two issuances. The first issuance in the amount of 155,000 Series B Preferred Units (which are convertible into approximately 1,546,906 shares of the Company’s common stock at the currently effective conversion price) occurred on January 16, 2015. The second issuance was to occur upon the receipt by us of all necessary lender consents to a “change-of-control” transaction which is expected to occur in May 2015. | ||||||||||||||
On March 26, 2015, pursuant to a put exercise (the “March Put Exercise”) the Investor agreed to purchase 166,800 Series B Preferred Units for $16.7 million, subject to the terms and conditions set forth in a letter agreement dated March 26, 2015 (the “March Letter Agreement”). The March Letter Agreement divided the issuance of the Series B Preferred Units related to the March Put Exercise into two issuances. The first issuance was deemed to be 135,980 Series B Preferred Units previously issued on January 16, 2015 in connection with the Georgetown Put Exercise; in connection with the first issuance, the Investor funded $13.6 million to us. The second issuance was to occur upon the receipt by us of all necessary lender consents to a “change- of-control” transaction which is expected to occur in May 2015. Upon the issuance of the remaining 30,820 Series B Preferred Units related to the March Put Exercise the Investor was required to advance a purchase price of $3.1 million. Further, the first issuance related to the Georgetown Put Exercise was deemed to be 19,020 Series B Preferred Units and thus 400,100 Series B Preferred Units remain to be issued at the second issuance for the Georgetown Put Exercise. | ||||||||||||||
After giving effect to the Series C Preferred Stock and Series B Preferred Units issued or to be issued pursuant to the January Letter Agreement and March Letter Agreement at March 31, 2015, 53,780 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 lender consents to a “change-of-control” transaction and of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed investment opportunity. | ||||||||||||||
Distributions Available to Common Stockholders | ||||||||||||||
The following are the distributions declared during the three months ended March 31, 2015 and 2014: | ||||||||||||||
Distribution Declared (1) | Cash Flow from | |||||||||||||
Period | Cash | Reinvested | Total | Operations | ||||||||||
First quarter 2014 | $ | 1,486,000 | $ | 69,000 | $ | 1,555,000 | $ | 3,652,000 | ||||||
First quarter 2015 | 1,330,000 | 85,000 | 1,415,000 | 3,348,000 | ||||||||||
-1 | In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. | |||||||||||||
Commencing with the declaration of distributions for daily record dates occurring in the second quarter of 2013 and thereafter, our board of directors has declared distributions 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 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 that permitted our stockholders to sell their shares of common stock to us in limited circumstances subject to the terms and conditions of the program. Our board of directors could amend, suspend or terminate the program at any time with 30 days prior notice to stockholders and we had no obligation to repurchase our stockholders’ shares. | ||||||||||||||
Since May 29, 2011 our stock repurchase program has been suspended for all repurchases except repurchases due to death of a stockholder. On March 31, 2014, we informed stockholders of the suspension of the share repurchase program following the March 2014 redemption date. The Company redeemed all stock repurchase requests due to death received prior to March 31, 2014. No shares have been repurchased pursuant to the program following the 2014 suspension. | ||||||||||||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. 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, 2015 there were 1,101,560 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, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Related Party Transactions | 13. Related Party Transactions | |||||||
Advisory Relationship with the Advisor | ||||||||
We are party to an Advisory Agreement with the Advisor, which became effective on January 1, 2012 for a one-year term ending December 31, 2012. The Advisory Agreement was renewed for additional one-year terms commencing on January 1, 2013, January 1, 2014, and January 1, 2015, however, certain provisions of the Advisory Agreement have been amended as a result of the execution on February 10, 2013 of a Transition to Internal Management Agreement which was subsequently amended in April 2014 and February 2015 (as amended, the “Transition Agreement”) with the Advisor. | ||||||||
Pursuant to the provisions of the Advisory Agreement, the Advisor is responsible for managing, operating, directing and supervising the operation of our company and its assets. Generally, the Advisor is responsible for providing us with (i) property acquisition, disposition and financing services, (ii) asset management and operational services, including real estate services and financial and administrative services, (iii) stockholder services, and (iv) in the event we conduct a public offering of our securities, offering-related services. The Advisor is subject to the supervision and ultimate authority of our board of directors and has a fiduciary duty to us and our stockholders. | ||||||||
The terms of the KKR Equity Commitment are more fully outlined in our Annual Report on Form 10-K for the year ended December 31, 2014. | ||||||||
The 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, 2014. | ||||||||
The fees payable to the Advisor under the advisory agreement for the three months ended March 31, 2015 and 2014 were as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Asset Management Fees | $ | 1,359,000 | $ | 957,000 | ||||
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, 2015, 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. | ||||||||
KKR Equity Commitment | ||||||||
Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of three years, up to $158.7 million in aggregate issuance amount of shares of newly issued Series C Preferred Stock and newly issued Series B Preferred Units to fund real estate acquisitions, a self-tender offer and the origination of a development loan. As a result of the transactions contemplated by the KKR Equity Commitment, the Investor currently beneficially owns an aggregate of 10,993,613 shares of common stock of the Company, which represents, in the aggregate, approximately, 48.9% of the outstanding shares of common stock as of March 31, 2015. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies |
We monitor our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, 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, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events |
Gables of Kentridge | |
On April 1, 2015, through wholly owned subsidiaries, we acquired real estate property (“Gables of Kentridge”) from Kentridge at Golden Pond, LTD and Great-Kent, LLC (collectively, the “Sellers”), neither of which are affiliated with us or our Advisor, for a purchase price of $15.37 million. Gables of Kentridge is located in Kent, Ohio and has a total of 92 beds in 91 units, which are dedicated to both assisted living and memory care. Prior to the completion of this transaction, Gables of Kentridge was operated by Gables Management Company, Inc. (“Gables Management”). We have retained Gables Management on a fee basis to operate Gables of Kentridge, which currently manages the Gables of Hudson property we acquired in 2014. | |
Armbrook Village | |
On April 6, 2015, through wholly owned subsidiaries, we acquired a 95% interest in a joint venture entity that owns Armbook Village for an initial purchase price of $30.0 million, with additional proceeds, of up to $3.6 million payable to the seller if certain net operating income thresholds are met, for a maximum purchase price of $33.6 million. Armbrook Village, which opened in April 2013, is a senior living community that consists of 46 independent living units, 51 assisted living units, and 21 memory care units located in Westfield, Massachusetts. 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, Armbrook Village was operated by SLR and owned by a local Westfield commercial developer, which is not affiliated with us. SLR currently manages Standish Village and Compass on the Bay. | |
Preferred Unit Issuances | |
On May 1, 2015, we issued 430,920 Series B Preferred Units remaining to be issued in connection with the Georgetown Put Exercise and the March Put Exercise, which are convertible into approximately 4,300,599 shares of the Company’s common stock at the currently effective conversion price. As a result, on May 1, 2015, the Investor funded $3.1 million to us. See Note 11 for additional information. | |
Sale of Preferred Units in our Operating Partnership | |
On May 1, 2015, in connection with our acquisition of Golden Ridge, we closed a put exercise pursuant to the KKR Equity Commitment. Pursuant to the put exercise the Investor purchased 53,780 Series B Preferred Units for an aggregate purchase price of $5.4 million, which are convertible into approximately 536,727 shares of the Company’s common stock at the currently effective conversion price. After giving effect to the put exercise, the Investor owns approximately 57.9% of the outstanding shares of common stock on an as-converted basis. As of May 1, 2015, no securities remain issuable pursuant to the KKR Equity Commitment. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 Securities and Exchange Commission (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, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. 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 2014 Annual Report on Form 10-K, as filed with the SEC. | |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Acquisition [Line Items] | |||||
Schedule of Business Acquisitions, by Acquisition | The details of the purchase price of the acquired property are set forth below: | ||||
Sumter Grand | |||||
Buildings and improvements | $ | 37,295,000 | |||
Furniture, fixtures and vehicles | 1,580,000 | ||||
Intangible liability (1) | -516,000 | ||||
Contingent liability (2) | -6,859,000 | ||||
Real estate acquisition | $ | 31,500,000 | |||
Acquisition expenses | $ | 423,000 | |||
-1 | This balance represents the Company’s fair value estimate of the above market ground lease associated with the land in the Sumter Grand acquisition. | ||||
-2 | This balance represents the Company’s fair value estimate of an earnout liability the seller of Sumter Grand is entitled to based on a net operating income threshold. The earnout provision will expire if not acheived 42 months after acquisition. | ||||
Investments_in_Real_Estate_Tab
Investments in Real Estate (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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, 2015, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | |||||||||||||
Land | Buildings and | Furniture, Fixtures | Intangible Lease | |||||||||||
Improvements | and Equipment | Assets | ||||||||||||
Cost | $ | 42,289,000 | $ | 365,325,000 | $ | 15,034,000 | $ | 26,763,000 | ||||||
Accumulated depreciation and amortization | - | -23,621,000 | -4,576,000 | -17,208,000 | ||||||||||
Net | $ | 42,289,000 | $ | 341,704,000 | $ | 10,458,000 | $ | 9,555,000 | ||||||
As of December 31, 2014, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: | ||||||||||||||
Land | Buildings and | Furniture, Fixtures | Intangible Lease | |||||||||||
Improvements | and Equipment | Assets | ||||||||||||
Cost | $ | 42,266,000 | $ | 327,858,000 | $ | 13,125,000 | $ | 26,752,000 | ||||||
Accumulated depreciation and amortization | - | -21,070,000 | -4,138,000 | -15,724,000 | ||||||||||
Net | $ | 42,266,000 | $ | 306,788,000 | $ | 8,987,000 | $ | 11,028,000 | ||||||
Estimated Amortization | Estimated amortization for April 1, 2015 through December 31, 2015 and each of the subsequent years is as follows: | |||||||||||||
Intangible Assets | ||||||||||||||
April 1, 2015 - December 31, 2015 | $ | 2,885,000 | ||||||||||||
2016 | 559,000 | |||||||||||||
2017 | 557,000 | |||||||||||||
2018 | 557,000 | |||||||||||||
2019 | 464,000 | |||||||||||||
2020 and thereafter | 4,533,000 | |||||||||||||
Investments_in_Unconsolidated_1
Investments in Unconsolidated Entities (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||
Schedule of Equity Method Accounting | As of March 31, 2015, the Company owns interests 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 | $ | 144,000 | 71.90% | ||||||||
Buffalo Crossing | Assisted-Living Facility - Under Development | Jan-14 | 1,161,000 | 25.00% | |||||||||
The Parkway | Assisted-Living Facility - Under Development | Oct-14 | 3,679,000 | 65.00% | |||||||||
$ | 4,984,000 | ||||||||||||
-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, | ||||||||||||
2015 | 2014 (1)(2) | ||||||||||||
Cash and cash equivalents | $ | 170,000 | $ | 48,000 | |||||||||
Investments in real estate, net | 35,713,000 | 27,737,000 | |||||||||||
Other assets | 850,000 | 769,000 | |||||||||||
Total assets | $ | 36,733,000 | $ | 28,554,000 | |||||||||
Notes payable | $ | 25,779,000 | $ | 17,444,000 | |||||||||
Accounts payable and accrued liabilities | 2,138,000 | 1,676,000 | |||||||||||
Other liabilities | 74,000 | 68,000 | |||||||||||
Total stockholders’ equity | 8,742,000 | 9,366,000 | |||||||||||
Total liabilities and equity | $ | 36,733,000 | $ | 28,554,000 | |||||||||
Three Months Ended March 31, | |||||||||||||
2015 | 2014 (1)(2) | ||||||||||||
Total revenues | $ | 428,000 | $ | 397,000 | |||||||||
Net loss | -244,000 | -112,000 | |||||||||||
Company’s equity in loss from unconsolidated entities | -127,000 | -85,000 | |||||||||||
-1 | On January 28, 2014, through a wholly owned subsidiary, we acquired a 25% interest in a joint venture entity that is developing 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 | On October 2, 2014, through a wholly owned subsidiary, we acquired a 65% interest in a joint venture entity that is developing the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method of accounting beginning with the fourth quarter of 2014. | ||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||
Reconciliation of segment activity to consolidated net income (loss) | The following tables reconcile the segment activity to consolidated net loss for the three months ended March 31, 2015 and 2014: | |||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||
Senior living | Triple- | Medical office | Consolidated | |||||||||||
properties | net leased | properties | ||||||||||||
properties | ||||||||||||||
Rental revenue | $ | 14,885,000 | $ | 2,329,000 | $ | 216,000 | $ | 17,430,000 | ||||||
Resident services and fee income | 7,665,000 | - | - | 7,665,000 | ||||||||||
Tenant reimbursements and other income | 134,000 | 318,000 | 77,000 | 529,000 | ||||||||||
22,684,000 | 2,647,000 | 293,000 | 25,624,000 | |||||||||||
Property operating and maintenance expenses | 16,118,000 | 284,000 | 81,000 | 16,483,000 | ||||||||||
Net operating income | $ | 6,566,000 | $ | 2,363,000 | $ | 212,000 | $ | 9,141,000 | ||||||
General and administrative | 186,000 | |||||||||||||
Asset management fees and expenses | 1,359,000 | |||||||||||||
Real estate acquisition costs | 582,000 | |||||||||||||
Depreciation and amortization | 4,455,000 | |||||||||||||
Interest expense, net | 3,167,000 | |||||||||||||
Equity in loss from unconsolidated entities | 127,000 | |||||||||||||
Net loss | $ | -735,000 | ||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||
Senior living | Triple- | Medical office | Consolidated | |||||||||||
properties | net leased | properties | ||||||||||||
properties | ||||||||||||||
Rental revenue | $ | 9,505,000 | $ | 1,309,000 | $ | 213,000 | $ | 11,027,000 | ||||||
Resident services and fee income | 7,267,000 | - | - | 7,267,000 | ||||||||||
Tenant reimbursements 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 | 394,000 | |||||||||||||
Asset management fees and expenses | 957,000 | |||||||||||||
Real estate acquisition 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 | ||||||||||||
Reconciliation of segment activity to consolidated financial position | The following table reconciles the segment activity to consolidated financial position as of March 31, 2015 and December 31, 2014. | |||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Assets | ||||||||||||||
Investment in real estate: | ||||||||||||||
Senior living operations | $ | 314,568,000 | $ | 278,880,000 | ||||||||||
Triple-net leased properties | 81,976,000 | 82,648,000 | ||||||||||||
Medical office building | 7,462,000 | 7,541,000 | ||||||||||||
Total reportable segments | $ | 404,006,000 | $ | 369,069,000 | ||||||||||
Reconciliation to consolidated assets: | ||||||||||||||
Cash and cash equivalents | 34,438,000 | 35,564,000 | ||||||||||||
Deferred financing costs, net | 3,807,000 | 3,338,000 | ||||||||||||
Investment in unconsolidated entities | 4,984,000 | 5,146,000 | ||||||||||||
Tenant and other receivables, net | 4,526,000 | 4,037,000 | ||||||||||||
Deferred costs and other assets | 7,645,000 | 5,554,000 | ||||||||||||
Restricted cash | 5,435,000 | 5,161,000 | ||||||||||||
Goodwill | 5,965,000 | 5,965,000 | ||||||||||||
Total assets | $ | 470,806,000 | $ | 433,834,000 | ||||||||||
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Notes Payable [Abstract] | |||||
Principal payments due on notes payable | |||||
Principal payments due on our notes payable for April 1, 2015 to December 31, 2015 and each of the subsequent years is as follows: | |||||
Year | Principal Amount | ||||
April 30, 2015 - December 31, 2015 | $ | 26,781,000 | |||
2016 | 2,786,000 | ||||
2017 | 98,718,000 | ||||
2018 | 27,127,000 | ||||
2019 | 59,142,000 | ||||
2020 and thereafter | 80,303,000 | ||||
$ | 294,857,000 | ||||
Add: premium | 36,000 | ||||
$ | 294,893,000 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity [Abstract] | ||||||||||||||
Summary of distributions declared | The following are the distributions declared during the three months ended March 31, 2015 and 2014: | |||||||||||||
Distribution Declared (1) | Cash Flow from | |||||||||||||
Period | Cash | Reinvested | Total | Operations | ||||||||||
First quarter 2014 | $ | 1,486,000 | $ | 69,000 | $ | 1,555,000 | $ | 3,652,000 | ||||||
First quarter 2015 | 1,330,000 | 85,000 | 1,415,000 | 3,348,000 | ||||||||||
-1 | In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. | |||||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Schedule of Related Party Transactions | The fees payable to the Advisor under the advisory agreement for the three months ended March 31, 2015 and 2014 were as follows: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Asset Management Fees | $ | 1,359,000 | $ | 957,000 | ||||
Organization_Details_Textual
Organization (Details Textual) | 3 Months Ended |
Mar. 31, 2015 | |
Organization [Line Items] | |
Percentage of interest owned | 48.90% |
Sentio Investments, LLC [Member] | |
Organization [Line Items] | |
Formation date | 20-Dec-11 |
Sentio Healthcare Properties OP, LP [Member] | |
Organization [Line Items] | |
Formation date | 17-Oct-06 |
Operating Partnership and the HC Operating Partnership, LP [Member] | |
Organization [Line Items] | |
Percentage of interest owned | 100.00% |
Acquisitions_Details
Acquisitions (Details) (Sumter Place [Member], USD $) | Mar. 31, 2015 | |
Sumter Place [Member] | ||
Business Acquisition [Line Items] | ||
Buildings and improvements | $37,295,000 | |
Furniture, fixtures and vehicles | 1,580,000 | |
Intangible liability | -516,000 | [1] |
Contingent Liability | -6,859,000 | [2] |
Real estate acquisition | 31,500,000 | |
Acquisition expenses | $423,000 | |
[1] | This balance represents the Companybs fair value estimate of the above market ground lease associated with the land in the Sumter Grand acquisition. | |
[2] | This balance represents the Companybs fair value estimate of an earnout liability the seller of Sumter Grand is entitled to based on a net operating income threshold. The earnout provision will expire if not acheived 42 months after acquisition. |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 06, 2015 | |
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $31,335,000 | $0 | |
Sumter Grand [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | 31,500,000 | ||
Revenues | 500,000 | ||
Net loss | $600,000 |
Loan_Receivable_Details_Textua
Loan Receivable (Details Textual) (Georgetown Loan [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Jan. 16, 2015 |
Georgetown Loan [Member] | ||
Debt Instrument, Face Amount | $41.90 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.90% | |
Loan Origination Fee Percent | 1.00% | |
Debt Instrument, Maturity Date, Description | on January 15, 2020 with one 12-month option to extend at the Company’s option |
Investments_in_Real_Estate_Det
Investments in Real Estate (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Total Investment In Real Estate | $404,006,000 | $369,069,000 |
Land [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 42,289,000 | 42,266,000 |
Accumulated depreciation and amortization | 0 | 0 |
Total Investment In Real Estate | 42,289,000 | 42,266,000 |
Buildings and Improvements [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 365,325,000 | 327,858,000 |
Accumulated depreciation and amortization | -23,621,000 | -21,070,000 |
Total Investment In Real Estate | 341,704,000 | 306,788,000 |
Furniture, Fixtures and Equipment [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 15,034,000 | 13,125,000 |
Accumulated depreciation and amortization | -4,576,000 | -4,138,000 |
Total Investment In Real Estate | 10,458,000 | 8,987,000 |
Intangible lease assets [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 26,763,000 | 26,752,000 |
Accumulated depreciation and amortization | -17,208,000 | -15,724,000 |
Total Investment In Real Estate | $9,555,000 | $11,028,000 |
Investments_in_Real_Estate_Det1
Investments in Real Estate (Details 1) (USD $) | Mar. 31, 2015 |
Estimated amortization | |
April 1, 2015 - December 31, 2015 | $2,885,000 |
2016 | 559,000 |
2017 | 557,000 |
2018 | 557,000 |
2019 | 464,000 |
2020 and thereafter | $4,533,000 |
Investments_in_Real_Estate_Det2
Investments in Real Estate (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Real Estate Accumulated Depreciation, Depreciation Expense | $3 | $1.90 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 12 years | |
Amortization associated with the intangible assets | $1.50 | $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 | 22 years |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Entities (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Investment | $4,984,000 | [1],[2] |
Physicians Center MOB [Member] | Medical Office Building [Member] | ||
Acquired | 30-Apr-12 | [1] |
Investment | 144,000 | [1],[2] |
Ownership | 71.90% | [1] |
Buffalo Crossing [Member] | Assisted-Living Facility - Under Development [Member] | ||
Acquired | 31-Jan-14 | [1] |
Investment | 1,161,000 | [1],[2] |
Ownership | 25.00% | [1] |
The Parkway [Member] | Assisted-Living Facility - Under Development [Member] | ||
Acquired | 31-Oct-14 | [1] |
Investment | $3,679,000 | [1],[2] |
Ownership | 65.00% | [1] |
[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 entitybs performance. | |
[2] | Represents the carrying value of the Companybs investment in the unconsolidated entities. |
Investments_in_Unconsolidated_3
Investments in Unconsolidated Entities (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | |
Equity Method Investment, Summarized Financial Information, Assets | $36,733,000 | $28,554,000 | [1],[2] |
Equity Method Investment Summarized Financial Information, Equity | 8,742,000 | 9,366,000 | [1],[2] |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity | 36,733,000 | 28,554,000 | [1],[2] |
Cash and Cash Equivalents [Member] | |||
Equity Method Investment, Summarized Financial Information, Assets | 170,000 | 48,000 | [1],[2] |
Investments In Real Estate Net [Member] | |||
Equity Method Investment, Summarized Financial Information, Assets | 35,713,000 | 27,737,000 | [1],[2] |
Other Assets [Member] | |||
Equity Method Investment, Summarized Financial Information, Assets | 850,000 | 769,000 | [1],[2] |
Notes Payable [Member] | |||
Equity Method Investment, Summarized Financial Information, Liabilities | 25,779,000 | 17,444,000 | [1],[2] |
Accounts Payable and Accrued Liabilities [Member] | |||
Equity Method Investment, Summarized Financial Information, Liabilities | 2,138,000 | 1,676,000 | [1],[2] |
Other Liabilities [Member] | |||
Equity Method Investment, Summarized Financial Information, Liabilities | $74,000 | $68,000 | [1],[2] |
[1] | On January 28, 2014, through a wholly owned subsidiary, we acquired a 25% interest in a joint venture entity that is developing 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] | On October 2, 2014, through a wholly owned subsidiary, we acquired a 65% interest in a joint venture entity that is developing the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method of accounting beginning with the fourth quarter of 2014. |
Investments_in_Unconsolidated_4
Investments in Unconsolidated Entities (Details 2) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Total revenues | $428,000 | $397,000 | [1],[2] |
Net loss | -244,000 | -112,000 | [1],[2] |
Companybs equity in loss from unconsolidated entities | ($127,000) | ($85,000) | [1],[2] |
[1] | On January 28, 2014, through a wholly owned subsidiary, we acquired a 25% interest in a joint venture entity that is developing 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] | On October 2, 2014, through a wholly owned subsidiary, we acquired a 65% interest in a joint venture entity that is developing the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method of accounting beginning with the fourth quarter of 2014. |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Deferred State and Local Income Tax Expense (Benefit) | $0.50 | $0.20 | |
Deferred Tax Assets, Net | $3 | $2.80 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Reconciliation of segment activity to consolidated net income | |||
Rental revenue | $17,430,000 | $11,027,000 | |
Resident services and fee income | 7,665,000 | 7,267,000 | |
Tenant reimbursements and other income | 529,000 | 340,000 | |
Total revenues | 25,624,000 | 18,634,000 | |
Property operating and maintenance expenses | 16,483,000 | 12,126,000 | |
Net operating income | 9,141,000 | 6,508,000 | |
General and administrative | 186,000 | 394,000 | |
Asset management fees and expenses | 1,359,000 | 957,000 | |
Real estate acquisition costs | 582,000 | 34,000 | |
Depreciation and amortization | 4,455,000 | 2,920,000 | |
Interest expense, net | 3,167,000 | 2,209,000 | |
Equity in loss from unconsolidated entities | 127,000 | 85,000 | [1],[2] |
Net loss | -735,000 | -91,000 | |
Senior living properties [Member] | |||
Reconciliation of segment activity to consolidated net income | |||
Rental revenue | 14,885,000 | 9,505,000 | |
Resident services and fee income | 7,665,000 | 7,267,000 | |
Tenant reimbursements and other income | 134,000 | 100,000 | |
Total revenues | 22,684,000 | 16,872,000 | |
Property operating and maintenance expenses | 16,118,000 | 11,829,000 | |
Net operating income | 6,566,000 | 5,043,000 | |
Triple-net leased properties [Member] | |||
Reconciliation of segment activity to consolidated net income | |||
Rental revenue | 2,329,000 | 1,309,000 | |
Resident services and fee income | 0 | 0 | |
Tenant reimbursements and other income | 318,000 | 164,000 | |
Total revenues | 2,647,000 | 1,473,000 | |
Property operating and maintenance expenses | 284,000 | 219,000 | |
Net operating income | 2,363,000 | 1,254,000 | |
Medical office properties [Member] | |||
Reconciliation of segment activity to consolidated net income | |||
Rental revenue | 216,000 | 213,000 | |
Resident services and fee income | 0 | 0 | |
Tenant reimbursements and other income | 77,000 | 76,000 | |
Total revenues | 293,000 | 289,000 | |
Property operating and maintenance expenses | 81,000 | 78,000 | |
Net operating income | $212,000 | $211,000 | |
[1] | On January 28, 2014, through a wholly owned subsidiary, we acquired a 25% interest in a joint venture entity that is developing 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] | On October 2, 2014, through a wholly owned subsidiary, we acquired a 65% interest in a joint venture entity that is developing the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method of accounting beginning with the fourth quarter of 2014. |
Segment_Reporting_Details_1
Segment Reporting (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Investments in real estate: | ||||
Total reportable segments | $404,006,000 | $369,069,000 | ||
Reconciliation to consolidated assets: | ||||
Cash and cash equivalents | 34,438,000 | 35,564,000 | 20,724,000 | 21,792,000 |
Deferred financing costs, net | 3,807,000 | 3,338,000 | ||
Investment in unconsolidated entities | 4,984,000 | 5,146,000 | ||
Tenant and other receivables, net | 4,526,000 | 4,037,000 | ||
Deferred costs and other assets | 7,645,000 | 5,554,000 | ||
Restricted cash | 5,435,000 | 5,161,000 | ||
Goodwill | 5,965,000 | 5,965,000 | ||
Total assets | 470,806,000 | 433,834,000 | ||
Senior living operations [Member] | ||||
Investments in real estate: | ||||
Total reportable segments | 314,568,000 | 278,880,000 | ||
Reconciliation to consolidated assets: | ||||
Goodwill | 6,000,000 | 6,000,000 | ||
Triple-net leased properties [Member] | ||||
Investments in real estate: | ||||
Total reportable segments | 81,976,000 | 82,648,000 | ||
Medical office building [Member] | ||||
Investments in real estate: | ||||
Total reportable segments | $7,462,000 | $7,541,000 |
Segment_Reporting_Details_Text
Segment Reporting (Details Textual) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Goodwill | $5,965,000 | $5,965,000 |
Senior living operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill | $6,000,000 | $6,000,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details Textual) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Notes payable, net | $294.90 | $276.50 |
Carrying Value Of Notes Payable | 294.9 | 276.4 |
Fair Value, Inputs, Level 2 [Member] | ||
Notes Payable, Fair Value Disclosure | $294.30 | $275.80 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Principal payments due on notes payable | ||
Principal amount | $294,857,000 | |
Add: premium | 36,000 | |
Notes payable | 294,893,000 | 276,476,000 |
2016 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 2,786,000 | |
2017 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 98,718,000 | |
2018 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 27,127,000 | |
2019 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 59,142,000 | |
2020 and thereafter [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 80,303,000 | |
April 30, 2015 - December 31, 2015 | ||
Principal payments due on notes payable | ||
Principal amount | $26,781,000 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 06, 2015 | Dec. 31, 2014 | |
Notes Payable (Additional Textual) [Abstract] | ||||
Notes payable | $294,893,000 | 276,476,000 | ||
Notes Payable, including premium | 294,900,000 | 276,500,000 | ||
Fixed rate debt | 155,800,000 | 156,400,000 | ||
Fixed rate debt, notes payable | 53.00% | 57.00% | ||
Variable rate debt | 139,100,000 | 120,000,000 | ||
Variable rate debt, notes payable | 47.00% | 43.00% | ||
Fixed and variable rate secured mortgage loans with average effective interest rate | 4.08% | |||
Fixed rate debt, weighted average interest rate | 4.89% | 4.89% | ||
Variable rate debt, weighted average interest rate | 3.18% | 3.15% | ||
Deferred Finance Costs, Net | 3,807,000 | 3,338,000 | ||
Interest Expense Deferred Financing Cost | 3,200,000 | 2,200,000 | ||
Guaranteed Loan Balance Percentage | 25.00% | |||
Debt Instrument, Maturity Date | 30-Sep-15 | |||
Debt Instrument, Fee | 25 basis point fee. | |||
KeyBank secured loan [Member] | ||||
Notes Payable (Additional Textual) [Abstract] | ||||
Debt Instrument, Face Amount | 53,200,000 | |||
Woodbury Mews loan [Member] | ||||
Notes Payable (Additional Textual) [Abstract] | ||||
Debt Instrument, Face Amount | 25,000,000 | |||
KeyBank National Association, Inc [Member] | ||||
Notes Payable (Additional Textual) [Abstract] | ||||
Debt Instrument, Interest Rate Terms | one month LIBOR plus 3.15% | |||
Increase In minimum Repayments | 500,000 | |||
Key Bank [Member] | ||||
Notes Payable (Additional Textual) [Abstract] | ||||
Loan Amortization Period | 30 years | |||
Sumter Place [Member] | KeyBank secured loan [Member] | ||||
Notes Payable (Additional Textual) [Abstract] | ||||
Secured Debt | 28,900,000 | |||
Sumter Grand [Member] | KeyBank secured loan [Member] | ||||
Notes Payable (Additional Textual) [Abstract] | ||||
Secured Debt | $19,200,000 | |||
Maximum [Member] | ||||
Notes Payable (Additional Textual) [Abstract] | ||||
Fixed rate debt, notes payable | 6.43% | |||
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, 2015 | Mar. 31, 2014 | |||
Summary of distributions declared | ||||
Distributions Declared, Cash | $1,330,000 | $1,486,000 | ||
Cash Flow From Operations | 3,348,000 | 3,652,000 | ||
Common Stock [Member] | ||||
Summary of distributions declared | ||||
Distributions Declared, Cash | 1,330,000 | 1,486,000 | ||
Distributions Declared, Reinvested | 85,000 | [1] | 69,000 | [1] |
Distributions Declared, Total | $1,415,000 | $1,555,000 | ||
[1] | In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90% of our net ordinary taxable income. |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Jan. 16, 2015 | 1-May-15 | Jun. 30, 2013 | Feb. 10, 2013 | |
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 | |||||
Preferred stock, par value | $0.01 | |||||
Proceeds from issuance of common stock | $132,300,000 | |||||
Annualized rate | $0.50 | |||||
Percentage of annualized rate | 5.00% | |||||
Annualized rate per share | $10 | |||||
Common Stock Reinvested | 13,300,000 | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 110,200,000 | 94,800,000 | ||||
Net Ordinary Taxable Income | 90.00% | |||||
Number Of Days Prior Notice To Stock holders Regarding Changes In Program | 30 days | |||||
Stock Issued During Period, Value, New Issues | 91,000 | |||||
Series B Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Percentage of annualized rate | 7.50% | |||||
Preferred Stock, Shares Issued | 1,101,560 | 946,560 | ||||
Preferred Stock Convertible Number Of Equity Instruments | 10,993,613 | 9,446,707 | ||||
Preferred Units Issuable Equity Commitment | 53,780 | |||||
Construction Loan Originations Percentage | 6.00% | |||||
Preferred Stock Liquidation Preference Percentage | 10.00% | |||||
Preferred Units, Cumulative Cash Distributions | 2,800,000 | |||||
Series B Preferred Stock [Member] | First Issuance [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Shares, New Issues | 135,980 | |||||
Stock Issued During Period, Value, New Issues | 13,600,000 | |||||
Series B Preferred Stock [Member] | Second Issuance [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Value, New Issues | 3,100,000 | |||||
Series B Preferred Stock [Member] | March Letter [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Shares, New Issues | 166,800 | |||||
Stock Issued During Period, Value, New Issues | 16,700,000 | |||||
Series B Preferred Stock [Member] | Georgetown Loan [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Shares, New Issues | 419,120 | |||||
Debt Instrument, Face Amount | 41,900,000 | |||||
Series B Preferred Stock [Member] | Georgetown Loan [Member] | First Issuance [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Shares, New Issues | 19,020 | |||||
Series B Preferred Stock [Member] | Georgetown Loan [Member] | Second Issuance [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Shares, New Issues | 400,100 | |||||
Series B Preferred Stock [Member] | Georgetown Loan [Member] | January Letter [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Shares, New Issues | 155,000 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,546,906 | |||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | Georgetown Loan [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Stock Issued During Period, Shares, New Issues | 430,920 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 4,300,599 | |||||
Series C Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||
Preferred stock, par value | $0.01 | $0.01 | ||||
Percentage of annualized rate | 3.00% | |||||
Preferred Stock, Shares Issued | 1,000 | 1,000 | ||||
Series C And Series B Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) [Abstract] | ||||||
Equity Interests Issued Or Issuable Amount | $158,700,000 |
Earnings_Per_Share_Details_Tex
Earnings Per Share (Details Textual) (Series B Preferred Stock [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
Series B Preferred Stock [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,101,560 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Asset management fees | $1,359,000 | $957,000 |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Feb. 10, 2013 |
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% | |
Series C And Series B Preferred Stock [Member] | ||
Related Party Transactions (Additional Textual) [Abstract] | ||
Equity Interests Issued Or Issuable Amount | $158.70 | |
KKR Equity Commitment [Member] | Common Stock [Member] | ||
Related Party Transactions (Additional Textual) [Abstract] | ||
Investment Owned, Balance, Shares | 10,993,613 | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 48.90% | |
KKR Equity Commitment [Member] | Series C And Series B Preferred Stock [Member] | ||
Related Party Transactions (Additional Textual) [Abstract] | ||
Equity Interests Issued Or Issuable Amount | 158.7 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Jan. 16, 2015 | Apr. 02, 2015 | Apr. 06, 2015 | 1-May-15 | |
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Value, New Issues | $91,000 | ||||
Series B Preferred Stock [Member] | Georgetown Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 419,120 | ||||
Subsequent Event [Member] | Gables of Kentridge [Member] | |||||
Subsequent Event [Line Items] | |||||
Business Combination, Consideration Transferred | 15,370,000 | ||||
Subsequent Event [Member] | Armbrook Village [Member] | |||||
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 95.00% | ||||
Business Combination, Consideration Transferred | 30,000,000 | ||||
Business Combination Additional Payment | 3,600,000 | ||||
Subsequent Event [Member] | Armbrook Village [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Business Combination, Consideration Transferred | 33,600,000 | ||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Golden Ridge [Member] | |||||
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 57.90% | ||||
Stock Issued During Period, Shares, New Issues | 53,780 | ||||
Stock Issued During Period, Value, New Issues | 5,400,000 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 536,727 | ||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Georgetown Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 430,920 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 4,300,599 | ||||
Proceeds from Issuance of Convertible Preferred Stock | $3,100,000 |