Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Sentio Healthcare Properties Inc | |
Entity Central Index Key | 1,378,774 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,502,617 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 27,189,000 | $ 35,564,000 |
Investments in real estate: | ||
Land | 47,196,000 | 42,266,000 |
Buildings and improvements, net | 391,367,000 | 306,788,000 |
Furniture, fixtures and vehicles, net | 12,690,000 | 8,987,000 |
Construction in progress | 7,858,000 | 0 |
Intangible lease assets, net | 7,495,000 | 11,028,000 |
Total Investment In Real Estate | 466,606,000 | 369,069,000 |
Real estate note receivable | 7,732,000 | 0 |
Deferred financing costs, net | 3,606,000 | 3,338,000 |
Investment in unconsolidated entities | 1,040,000 | 5,146,000 |
Tenant and other receivables, net | 5,665,000 | 4,037,000 |
Deferred costs and other assets | 7,889,000 | 5,554,000 |
Restricted cash | 6,432,000 | 5,161,000 |
Goodwill | 5,965,000 | 5,965,000 |
Total assets | 532,124,000 | 433,834,000 |
Liabilities: | ||
Notes payable, net | 336,139,000 | 276,476,000 |
Accounts payable and accrued liabilities | 22,954,000 | 10,178,000 |
Prepaid rent and security deposits | 5,497,000 | 3,029,000 |
Distributions payable | 1,449,000 | 1,446,000 |
Total liabilities | 366,039,000 | 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 September 30, 2015 and December 31, 2014, respectively. | 0 | 0 |
Common stock, $0.01 par value; 580,000,000 shares authorized; 11,495,215 and 11,472,765 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 115,000 | 115,000 |
Additional paid-in capital | 62,739,000 | 66,792,000 |
Accumulated deficit | (28,084,000) | (18,714,000) |
Total stockholders' equity | 34,770,000 | 48,193,000 |
Noncontrolling interests: | ||
Series B preferred OP units | 126,628,000 | 91,088,000 |
Other noncontrolling interest | 4,687,000 | 3,424,000 |
Total equity | 166,085,000 | 142,705,000 |
Total liabilities and equity | $ 532,124,000 | $ 433,834,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 | 11,495,215 | 11,472,765 |
Common stock, shares outstanding | 11,495,215 | 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 STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Revenues: | ||||||
Rental revenues | $ 21,053,000 | $ 12,699,000 | $ 58,450,000 | $ 35,901,000 | ||
Resident fees and services | 7,886,000 | 7,247,000 | 23,345,000 | 21,454,000 | ||
Tenant reimbursements and other income | 836,000 | 394,000 | 2,262,000 | 1,112,000 | ||
Total revenues | 29,775,000 | 20,340,000 | 84,057,000 | 58,467,000 | ||
Expenses: | ||||||
Property operating and maintenance | 19,595,000 | 12,570,000 | 54,431,000 | 37,100,000 | ||
General and administrative | 383,000 | 444,000 | 2,086,000 | 1,249,000 | ||
Asset management fees | 1,581,000 | 1,045,000 | 4,495,000 | 2,986,000 | ||
Real estate acquisition costs | 111,000 | 762,000 | 1,461,000 | 1,108,000 | ||
Depreciation and amortization | 5,459,000 | 2,785,000 | 15,434,000 | 8,896,000 | ||
Total expenses | 27,129,000 | 17,606,000 | 77,907,000 | 51,339,000 | ||
Income from operations | 2,646,000 | 2,734,000 | 6,150,000 | 7,128,000 | ||
Other expense: | ||||||
Interest expense, net | 3,571,000 | 2,535,000 | 10,258,000 | 7,138,000 | ||
Change in fair value of contingent consideration | 402,000 | 0 | 1,002,000 | 0 | ||
Equity in loss from unconsolidated entities | 86,000 | 50,000 | [1] | 259,000 | 249,000 | [1] |
Net (loss) income before income taxes | (1,413,000) | 149,000 | (5,369,000) | (259,000) | ||
Income tax benefit | (904,000) | (161,000) | (2,629,000) | (311,000) | ||
Net (loss) income | (509,000) | 310,000 | (2,740,000) | 52,000 | ||
Preferred return to Series B preferred OP units | 2,404,000 | 749,000 | 6,353,000 | 1,592,000 | ||
Net income attributable to other noncontrolling interests | 43,000 | 143,000 | 277,000 | 455,000 | ||
Net loss attributable to common stockholders | $ (2,956,000) | $ (582,000) | $ (9,370,000) | $ (1,995,000) | ||
Basic and diluted weighted average number of common shares | 11,493,442 | 11,463,082 | 11,483,534 | 12,397,422 | ||
Basic and diluted net loss per common share attributable to common stockholders | $ (0.26) | $ (0.05) | $ (0.82) | $ (0.16) | ||
[1] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that has developed Buffalo Crossings, a 108-unit, assisted living community. Buffalo Crossings was accounted for under the equity method of accounting beginning with the first quarter of 2014. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 9 months ended Sep. 30, 2015 - 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 | 261,000 | $ 0 | $ 0 | 261,000 | 0 | 261,000 | 0 |
Issuance of Common Stock (in shares) | 0 | 22,450 | |||||
Issuance of Series B preferred OP units, net | 36,514,000 | $ 0 | $ 0 | 0 | 0 | 0 | 36,514,000 |
Offering costs | (18,000) | 0 | 0 | (18,000) | 0 | (18,000) | 0 |
Noncontrolling Interest Contribution | 1,498,000 | 0 | 0 | 0 | 0 | 0 | 1,498,000 |
Distributions | (12,135,000) | 0 | 0 | (4,296,000) | 0 | (4,296,000) | (7,839,000) |
Net (loss) income | (2,740,000) | 0 | 0 | 0 | (9,370,000) | (9,370,000) | 6,630,000 |
BALANCE at Sep. 30, 2015 | $ 166,085,000 | $ 0 | $ 115,000 | $ 62,739,000 | $ (28,084,000) | $ 34,770,000 | $ 131,315,000 |
BALANCE (in shares) at Sep. 30, 2015 | 1,000 | 11,495,215 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash flows from operating activities: | |||
Net (loss) income | $ (2,740,000) | $ 52,000 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Amortization of deferred financing costs | 655,000 | 421,000 | |
Depreciation and amortization | 15,434,000 | 8,896,000 | |
Straight-line rent and above/below market lease amortization | (638,000) | (442,000) | |
Amortization of loan discount/premium | (45,000) | (47,000) | |
Change in fair value of contingent consideration | 1,002,000 | 0 | |
Equity in loss from unconsolidated entities | 259,000 | 249,000 | [1] |
Bad debt expense | 140,000 | 181,000 | |
Deferred tax benefit | (2,132,000) | (676,000) | |
Changes in operating assets and liabilities: | |||
Tenant and other receivables | (1,061,000) | (174,000) | |
Deferred costs and other assets | 321,000 | 132,000 | |
Restricted cash | (299,000) | 15,000 | |
Prepaid rent and tenant security deposits | 1,593,000 | 1,556,000 | |
Accounts payable and accrued expenses | 743,000 | (57,000) | |
Net cash provided by operating activities | 13,232,000 | 10,106,000 | |
Cash flows from investing activities: | |||
Real estate acquisitions | (69,311,000) | (48,177,000) | |
Additions to real estate | (2,314,000) | (978,000) | |
Construction in progress | (6,662,000) | 0 | |
Real estate note receivable | (7,732,000) | 0 | |
Purchase of an interest in an unconsolidated entity | 0 | (1,161,000) | |
Restricted cash | (211,000) | (287,000) | |
Acquisition deposits | (1,084,000) | (553,000) | |
Distributions from unconsolidated entities | 171,000 | 561,000 | |
Net cash used in investing activities | (87,143,000) | (50,595,000) | |
Cash flows from financing activities: | |||
Proceeds from issuance of Series B OP units, net | 36,650,000 | 26,604,000 | |
Redeemed shares | 0 | (10,599,000) | |
Proceeds from notes payable | 43,674,000 | 39,200,000 | |
Repayment of notes payable | (2,316,000) | (8,241,000) | |
Offering costs | (18,000) | (289,000) | |
Deferred financing costs | (556,000) | (853,000) | |
Distributions paid to Series B preferred OP units and other noncontrolling interests | (7,839,000) | (2,538,000) | |
Distributions paid to stockholders | (4,032,000) | (4,466,000) | |
Restricted cash | (27,000) | 0 | |
Net cash provided by financing activities | 65,536,000 | 38,818,000 | |
Net decrease in cash and cash equivalents | (8,375,000) | (1,671,000) | |
Cash and cash equivalents - beginning of year | 35,564,000 | 21,792,000 | |
Cash and cash equivalents - end of year | 27,189,000 | 20,121,000 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 9,391,000 | 6,714,000 | |
Cash paid for income taxes | 154,000 | 437,000 | |
Supplemental disclosure of non-cash financing and investing activities: | |||
Note payable assumed in connection with a real estate acquisition | 18,350,000 | 6,314,000 | |
Equity contribution by noncontrolling interest | 1,498,000 | 293,000 | |
Consolidation of a previously held investment in an unconsolidated entity | 3,493,000 | 0 | |
Distributions declared not paid | 1,363,000 | 1,354,000 | |
Distributions reinvested | 5,000 | 30,000 | |
Accrued preferred stock offering costs | 136,000 | 22,000 | |
Accrued additions to real estate | 91,000 | 183,000 | |
Accrued deferred acquisition costs | $ 0 | $ 319,000 | |
[1] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that has developed Buffalo Crossings, a 108-unit, assisted living community. Buffalo Crossings was accounted for under the equity method of accounting beginning with the first quarter of 2014. |
Organization
Organization | 9 Months Ended |
Sep. 30, 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 Sentio Healthcare Properties OP, LP, a Delaware limited partnership (the “Operating Partnership”), was formed on October 17, 2006 100 57.9 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Because we are the sole general partner and a limited partner of our operating partnership and have control over its management and major operating decisions, the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. 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. 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 and nine months ended September 30, 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. The Company records construction in progress at cost, including acquisition fees and closing costs incurred. The cost of the construction in progress includes direct and indirect costs of development, including interest and miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. Interest and loan costs attributable to funds used to finance construction in progress are capitalized as additional costs of development. Reclassifications have been made to the prior year’s combined condensed consolidated financial statements to conform to current year’s presentation. The Company had previously recorded income tax benefit as a component of general and administrative expenses. As of September 30, 2015, income tax benefit has been reclassified and is separately presented in the condensed consolidated statement of operations. The reclassification has no impact on net loss . Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company has determined that it will not early adopt this ASU and is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 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 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 $ 15.4 9.1 9.0 Armbrook Village On April 6, 2015, through wholly owned subsidiaries, we acquired a 95 30.0 3.6 33.6 Parkway In October 2014, we invested approximately $ 3.5 65 1.5 32.5 22.4 3.5 11.8 0.3 5.1 Golden In April 2015, we closed on a commitment to fund the development of a 120 bed, 112,500 18.5 5.4 2.1 3.3 1.8 The following summary provides the allocation of the acquired assets and liabilities as of the acquisition dates. We have accounted for the acquisitions of Sumter Grand, the Gables of Kentridge and Armbrook Village as business combinations under GAAP. Under business combination accounting, the assets and liabilities of the acquired property were recorded at its respective fair value as of the acquisition date and consolidated in our financial statements. Armbrook Gables of Sumter Village Kentridge Grand Land $ 957,000 $ 640,000 $ - Buildings and improvements 29,689,000 12,939,000 37,295,000 Furniture, fixtures and vehicles 1,401,000 870,000 1,580,000 Intangible assets 1,098,000 921,000 - Intangible liability (1) - - (516,000) Contingent liability (2) (3,145,000) - (6,859,000) Real estate acquisition $ 30,000,000 $ 15,370,000 $ 31,500,000 Acquisition expenses $ 487,000 $ 267,000 $ 429,000 (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 and is recorded in accounts payable and accrued liabilities. (2) This balance represents the Company’s fair value estimate of contingent liabilities the sellers of Armbrook Village and Sumter Grand are entitled to based on a net operating income threshold, and it is recorded in accounts payable and accrued liabilities. The contingent liabilities will expire if the thresholds are not achieved. The following unaudited pro forma information for the nine month periods ended September 30, 2015 and 2014 have been prepared to reflect the incremental effect of the Gables of Kentridge and Armbrook Village acquisitions as if such acquisitions had occurred on January 1, 2014. Sumter Grand opened in December 2014, therefore the Company has excluded this acquisition from the pro forma financial statements. Period ended Period ended September 30, 2015 September 30, 2014 Revenues $ 86,571,000 $ 64,931,000 Net loss $ (7,987,000) $ (2,896,000) Basic and diluted net loss per common share attributable to common stockholders $ (0.70) $ (0.23) The Company recorded revenues of $ 2.7 1.4 The Company recorded revenues of $ 2.1 0.8 The Company recorded revenues of $ 2.6 1.1 acquisition. |
Real Estate Note Receivable
Real Estate Note Receivable | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Real Estate Notes Receivable | 4. Real Estate Note Receivable On January 16, 2015, the Company, through an indirect wholly owned subsidiary, originated a development loan in the amount of $ 41.9 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 extension at the Company’s option 7.9 1 Upon funding of the Georgetown Loan, interest income on the loan receivable is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks. As of September 30, 2015, the borrower has made draws totaling $ 7.7 34.2 |
Investments in Real Estate
Investments in Real Estate | 9 Months Ended |
Sep. 30, 2015 | |
Investments In Real Estate [Abstract] | |
Investments in Real Estate | 5. Investments in Real Estate Furniture, Buildings Fixtures and and Construction Land Improvements Equipment in Progress Intangible Lease Assets Cost $ 47,196,000 $ 420,995,000 $ 18,262,000 $ 7,858,000 $ 28,712,000 Accumulated depreciation and amortization - (29,628,000) (5,572,000) - (21,217,000) Net $ 47,196,000 $ 391,367,000 $ 12,690,000 $ 7,858,000 $ 7,495,000 As of December 31, 2014, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: Furniture, Buildings Fixtures and and Construction Land Improvements Equipment in Progress Intangible Lease 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 September 30, 2015 and 2014 was approximately $ 3.6 2.1 10.0 5.9 Amortization associated with intangible assets for the three months ended September 30, 2015 and 2014 was $ 1.9 0.7 5.4 3.0 Intangible Assets October 1,2015 - December 31, 2015 $ 934,000 2016 554,000 2017 553,000 2018 528,000 2019 460,000 2020 and thereafter 4,466,000 The estimated useful lives for intangible assets range from approximately one to 22 15 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments In Unconsolidated Entities | 6. Investments in Unconsolidated Entities Entity (1) Property Type Acquired Investment (2) Ownership % Physicians Center MOB Medical Office Building April 2012 $ 68,000 71.9 % Buffalo Crossings Assisted-Living Facility January 2014 972,000 25.0 % $ 1,040,000 (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. September 30, December 31, 2015 (2) 2014 (1)(2) Cash and cash equivalents $ 473,000 $ 48,000 Investments in real estate, net 24,759,000 27,737,000 Other assets 761,000 769,000 Total assets $ 25,993,000 $ 28,554,000 Notes payable $ 22,483,000 $ 17,444,000 Accounts payable and accrued liabilities 53,000 1,676,000 Other liabilities 371,000 68,000 Total stockholders’ equity 3,086,000 9,366,000 Total liabilities and equity $ 25,993,000 $ 28,554,000 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 (1) 2015 2014 (1) Total revenues $ 803,000 $ 444,000 $ 1,791,000 $ 1,233,000 Net loss $ (306,000) $ (75,000) $ (729,000) $ (348,000) Company’s equity in loss from unconsolidated entities $ 86,000 $ 50,000 $ 259,000 $ 249,000 (1) O (2) As of December 31, 2014, the Company’s initial investment of $ 3.5 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 increase the provision for income taxes. The Master TRS recognized a $ 0.9 0.1 2.6 0.4 4.9 2.8 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | 8. Segment Reporting As of September 30, 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. Three Months Ended September 30,2015 Three Months Ended September 30 ,2014 Triple- Triple- Senior living net leased Medical office Senior living net leased Medical office operations properties building Consolidated operations properties building Consolidated Rental revenue $ 18,509,000 $ 2,328,000 $ 216,000 $ 21,053,000 $ 10,706,000 $ 1,780,000 $ 213,000 $ 12,699,000 Resident services and fee income 7,886,000 - - 7,886,000 7,247,000 - - 7,247,000 Tenant reimbursements and other income 457,000 301,000 78,000 836,000 112,000 201,000 81,000 394,000 26,852,000 2,629,000 294,000 29,775,000 18,065,000 1,981,000 294,000 20,340,000 Property operating and maintenance expenses 19,193,000 319,000 83,000 19,595,000 12,314,000 178,000 78,000 12,570,000 Net operating income $ 7,659,000 $ 2,310,000 $ 211,000 $ 10,180,000 $ 5,751,000 $ 1,803,000 $ 216,000 $ 7,770,000 General and administrative 383,000 444,000 Asset management fees and expenses 1,581,000 1,045,000 Real estate acquisition costs 111,000 762,000 Depreciation and amortization 5,459,000 2,785,000 Interest expense, net 3,571,000 2,535,000 Change in fair value of contingent consideration 402,000 - Equity in loss from unconsolidated entities 86,000 50,000 Income tax benefit (904,000) (161,000) Net (loss) income $ (509,000) $ 310,000 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Triple- Triple- Senior living net leased Medical office Senior living net leased Medical office operations properties building Consolidated operations properties building Consolidated Rental revenue $ 50,817,000 $ 6,986,000 $ 647,000 $ 58,450,000 $ 30,862,000 $ 4,399,000 $ 640,000 $ 35,901,000 Resident services and fee income 23,331,000 - 14,000 23,345,000 21,454,000 - - 21,454,000 Tenant reimbursements and other income 1,125,000 917,000 220,000 2,262,000 305,000 573,000 234,000 1,112,000 75,273,000 7,903,000 881,000 84,057,000 52,621,000 4,972,000 874,000 58,467,000 Property operating and maintenance expenses 53,265,000 921,000 245,000 54,431,000 36,257,000 617,000 226,000 37,100,000 Net operating income $ 22,008,000 $ 6,982,000 $ 636,000 $ 29,626,000 $ 16,364,000 $ 4,355,000 $ 648,000 $ 21,367,000 General and administrative 2,086,000 1,249,000 Asset management fees and expenses 4,495,000 2,986,000 Real estate acquisition costs 1,461,000 1,108,000 Depreciation and amortization 15,434,000 8,896,000 Interest expense, net 10,258,000 7,138,000 Change in fair value of contingent consideration 1,002,000 - Equity in loss from unconsolidated entities 259,000 249,000 Income tax benefit (2,629,000) (311,000) Net (loss) income $ (2,740,000) $ 52,000 September 30, 2015 December 31, 2014 Assets Investment in real estate: Senior living operations $ 373,151,000 $ 278,880,000 Triple-net leased properties 86,150,000 82,648,000 Medical office building 7,305,000 7,541,000 Total reportable segments $ 466,606,000 $ 369,069,000 Reconciliation to consolidated assets: Cash and cash equivalents 27,189,000 35,564,000 Real estate note receivable 7,732,000 - Deferred financing costs, net 3,606,000 3,338,000 Investment in unconsolidated entities 1,040,000 5,146,000 Tenant and other receivables, net 5,665,000 4,037,000 Deferred costs and other assets 7,889,000 5,554,000 Restricted cash 6,432,000 5,161,000 Goodwill 5,965,000 5,965,000 Total assets $ 532,124,000 $ 433,834,000 As of September 30, 2015 and December 31, 2014, goodwill had a balance of approximately $ 6.0 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements 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. In order to increase consistency and comparability in fair value measurements, the guidance 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. Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices in active markets for identical instruments. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument. Our balance sheets include the following financial instruments: cash and cash equivalents, real estate note receivable, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of notes payable and our contingent consideration 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. We generally determine or calculate the fair value of financial instruments using present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow. As of September 30, 2015, the estimated fair value of the contingent consideration related to the Sumter Grand, Gables of Hudson, and Armbrook acquisitions is $ 12.8 0.4 1.0 The fair value of the contingent consideration is based on significant inputs which are not observable to the market and as a result are classified in Level 3 of the fair value hierarchy. The fair value is derived by making assumptions on the timing of the lease up process based on actual performance as compared to internal underwriting models and applying a discount rate in the range of 9.0 10.0 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 $ 335.4 275.8 336.2 336.1 276.4 276.5 There were no transfers between Level 1 or 2 during the three and nine months ended September 30, 2015. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable [Abstract] | |
Notes Payable | 10. Notes Payable Notes payable were $ 336.2 336.1 276.4 276.5 2.45 6.43 4.00 176.4 52 4.79 159.8 48 3.13 156.4 57 4.89 120 43 3.15 On December 31, 2014, the Company entered into a secured loan agreement with KeyBank, in the aggregate amount of up to $ 53.2 28.9 19.2 500,000 30 On April 1, 2015, in connection with the acquisition of the Gables of Kentridge in Kent, Ohio, the Company assumed a note payable in the amount of approximately $ 9.1 9.0 4.41 35 On April 6, 2015, in connection with the acquisition of Armbrook Village in Westfield, Massachusetts, we entered into a loan agreement with M&T Bank, an unaffiliated lender, with an outstanding principal balance of approximately $ 21.0 May 1, 2020 28 6.00 On June 30, 2015, the Company consolidated a 65 17.3 3.90 20 12.8 The Company is 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 September 30, 2015, we were in compliance with all such covenants and requirements with the exception of covenants related to the $25.0 million loan from KeyBank secured by Woodbury Mews covenants related to the Live Oaks of Slidell property which is one of five properties that secures the $38.035 million secured loan agreement 25 35 Year Principal Amount October 1, 2015 to December 31, 2015 $ 821,000 2016 27,340,000 2017 99,415,000 2018 28,334,000 2019 71,320,000 2020 and thereafter 108,972,000 $ 336,202,000 Less: discount (63,000) $ 336,139,000 Interest Expense and Deferred Financing Cost For the three months ended September 30, 2015 and 2014, the Company incurred interest expense, including amortization of deferred financing costs of $ 3.6 2.5 10.3 7.1 3.6 3.3 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Common Stock Our charter authorizes the issuance of 580,000,000 0.01 20,000,000 0.01 13.3 132.3 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 $ 158.7 158.7 As of September 30, 2015 and December 31, 2014 we had issued 1,000 1,000 1,586,000 946,560 94.8 15,830,938 9,446,707 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 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 6.0 10 2.4 7.8 At September 30, 2015, no securities remain issuable under the Purchase Agreement. Distributions Available to Common Stockholders Distributions Declared (1) Cash Flow from Period Cash Reinvested Total Operations First quarter 2014 $ 1,486,000 $ 69,000 $ 1,555,000 $ 3,652,000 Second quarter 2014 1,452,000 88,000 1,540,000 2,852,000 Third quarter 2014 1,354,000 91,000 1,445,000 3,602,000 $ 4,292,000 $ 248,000 $ 4,540,000 $ 10,106,000 First quarter 2015 $ 1,330,000 $ 85,000 $ 1,415,000 $ 3,348,000 Second quarter 2015 1,347,000 85,000 1,432,000 4,369,000 Third quarter 2015 1,363,000 86,000 1,449,000 5,515,000 $ 4,040,000 $ 256,000 $ 4,296,000 $ 13,232,000 (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 least 90 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 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 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 complete 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 | 9 Months Ended |
Sep. 30, 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 1,586,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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, 2014, and 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 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. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Asset Management Fees $ 1,581,000 $ 1,045,000 $ 4,495,000 $ 2,986,000 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 25 2 For the four fiscal quarters ended September 30, 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 15,830,938 57.9 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies We monitor our properties for the presence of hazardous or toxic substances. We are not currently aware of any environmental liability with respect to the properties that we believe would have a material effect on our financial condition, results of operations and cash flows. Further, we are not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. Our commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In the opinion of management, these matters are not expected to have a material impact on our condensed consolidated financial position, cash flows and results of operations. We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against the Company which if determined unfavorably to us would have a material adverse effect on our cash flows, financial condition or results of operations. Refer to Note 3 “Acquisitions” and Note 4 “Real Estate Note Receivable” for additional information on the remaining commitment to fund development projects and our real estate note receivable. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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. Because we are the sole general partner and a limited partner of our operating partnership and have control over its management and major operating decisions, the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. 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 and nine months ended September 30, 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. |
Construction in Progress | Construction in Progress The Company records construction in progress at cost, including acquisition fees and closing costs incurred. The cost of the construction in progress includes direct and indirect costs of development, including interest and miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. Interest and loan costs attributable to funds used to finance construction in progress are capitalized as additional costs of development. |
Reclassification | Reclassifications have been made to the prior year’s combined condensed consolidated financial statements to conform to current year’s presentation. The Company had previously recorded income tax benefit as a component of general and administrative expenses. As of September 30, 2015, income tax benefit has been reclassified and is separately presented in the condensed consolidated statement of operations. The reclassification has no impact on net loss . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company has determined that it will not early adopt this ASU and is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The details of the purchase price of the acquired properties are set forth below: Armbrook Gables of Sumter Village Kentridge Grand Land $ 957,000 $ 640,000 $ - Buildings and improvements 29,689,000 12,939,000 37,295,000 Furniture, fixtures and vehicles 1,401,000 870,000 1,580,000 Intangible assets 1,098,000 921,000 - Intangible liability (1) - - (516,000) Contingent liability (2) (3,145,000) - (6,859,000) Real estate acquisition $ 30,000,000 $ 15,370,000 $ 31,500,000 Acquisition expenses $ 487,000 $ 267,000 $ 429,000 (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 and is recorded in accounts payable and accrued liabilities. (2) This balance represents the Company’s fair value estimate of contingent liabilities the sellers of Armbrook Village and Sumter Grand are entitled to based on a net operating income threshold, and it is recorded in accounts payable and accrued liabilities. The contingent liabilities will expire if the thresholds are not achieved. |
Business Acquisition, Pro Forma Information | We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or are non-recurring in nature. Period ended Period ended September 30, 2015 September 30, 2014 Revenues $ 86,571,000 $ 64,931,000 Net loss $ (7,987,000) $ (2,896,000) Basic and diluted net loss per common share attributable to common stockholders $ (0.70) $ (0.23) |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: Furniture, Buildings Fixtures and and Construction Land Improvements Equipment in Progress Intangible Lease Assets Cost $ 47,196,000 $ 420,995,000 $ 18,262,000 $ 7,858,000 $ 28,712,000 Accumulated depreciation and amortization - (29,628,000) (5,572,000) - (21,217,000) Net $ 47,196,000 $ 391,367,000 $ 12,690,000 $ 7,858,000 $ 7,495,000 As of December 31, 2014, accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: Furniture, Buildings Fixtures and and Construction Land Improvements Equipment in Progress Intangible Lease 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 October 1, 2015 through December 31, 2015 and each of the subsequent years is as follows: Intangible Assets October 1,2015 - December 31, 2015 $ 934,000 2016 554,000 2017 553,000 2018 528,000 2019 460,000 2020 and thereafter 4,466,000 |
Investments in Unconsolidated24
Investments in Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Accounting | As of September 30, 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 April 2012 $ 68,000 71.9 % Buffalo Crossings Assisted-Living Facility January 2014 972,000 25.0 % $ 1,040,000 (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: September 30, December 31, 2015 (2) 2014 (1)(2) Cash and cash equivalents $ 473,000 $ 48,000 Investments in real estate, net 24,759,000 27,737,000 Other assets 761,000 769,000 Total assets $ 25,993,000 $ 28,554,000 Notes payable $ 22,483,000 $ 17,444,000 Accounts payable and accrued liabilities 53,000 1,676,000 Other liabilities 371,000 68,000 Total stockholders’ equity 3,086,000 9,366,000 Total liabilities and equity $ 25,993,000 $ 28,554,000 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 (1) 2015 2014 (1) Total revenues $ 803,000 $ 444,000 $ 1,791,000 $ 1,233,000 Net loss $ (306,000) $ (75,000) $ (729,000) $ (348,000) Company’s equity in loss from unconsolidated entities $ 86,000 $ 50,000 $ 259,000 $ 249,000 (1) O (2) As of December 31, 2014, the Company’s initial investment of $ 3.5 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 and 2014: Three Months Ended September 30,2015 Three Months Ended September 30 ,2014 Triple- Triple- Senior living net leased Medical office Senior living net leased Medical office operations properties building Consolidated operations properties building Consolidated Rental revenue $ 18,509,000 $ 2,328,000 $ 216,000 $ 21,053,000 $ 10,706,000 $ 1,780,000 $ 213,000 $ 12,699,000 Resident services and fee income 7,886,000 - - 7,886,000 7,247,000 - - 7,247,000 Tenant reimbursements and other income 457,000 301,000 78,000 836,000 112,000 201,000 81,000 394,000 26,852,000 2,629,000 294,000 29,775,000 18,065,000 1,981,000 294,000 20,340,000 Property operating and maintenance expenses 19,193,000 319,000 83,000 19,595,000 12,314,000 178,000 78,000 12,570,000 Net operating income $ 7,659,000 $ 2,310,000 $ 211,000 $ 10,180,000 $ 5,751,000 $ 1,803,000 $ 216,000 $ 7,770,000 General and administrative 383,000 444,000 Asset management fees and expenses 1,581,000 1,045,000 Real estate acquisition costs 111,000 762,000 Depreciation and amortization 5,459,000 2,785,000 Interest expense, net 3,571,000 2,535,000 Change in fair value of contingent consideration 402,000 - Equity in loss from unconsolidated entities 86,000 50,000 Income tax benefit (904,000) (161,000) Net (loss) income $ (509,000) $ 310,000 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Triple- Triple- Senior living net leased Medical office Senior living net leased Medical office operations properties building Consolidated operations properties building Consolidated Rental revenue $ 50,817,000 $ 6,986,000 $ 647,000 $ 58,450,000 $ 30,862,000 $ 4,399,000 $ 640,000 $ 35,901,000 Resident services and fee income 23,331,000 - 14,000 23,345,000 21,454,000 - - 21,454,000 Tenant reimbursements and other income 1,125,000 917,000 220,000 2,262,000 305,000 573,000 234,000 1,112,000 75,273,000 7,903,000 881,000 84,057,000 52,621,000 4,972,000 874,000 58,467,000 Property operating and maintenance expenses 53,265,000 921,000 245,000 54,431,000 36,257,000 617,000 226,000 37,100,000 Net operating income $ 22,008,000 $ 6,982,000 $ 636,000 $ 29,626,000 $ 16,364,000 $ 4,355,000 $ 648,000 $ 21,367,000 General and administrative 2,086,000 1,249,000 Asset management fees and expenses 4,495,000 2,986,000 Real estate acquisition costs 1,461,000 1,108,000 Depreciation and amortization 15,434,000 8,896,000 Interest expense, net 10,258,000 7,138,000 Change in fair value of contingent consideration 1,002,000 - Equity in loss from unconsolidated entities 259,000 249,000 Income tax benefit (2,629,000) (311,000) Net (loss) income $ (2,740,000) $ 52,000 |
Reconciliation of segment activity to consolidated financial position | The following table reconciles the segment activity to consolidated financial position as of September 30, 2015 and December 31, 2014. September 30, 2015 December 31, 2014 Assets Investment in real estate: Senior living operations $ 373,151,000 $ 278,880,000 Triple-net leased properties 86,150,000 82,648,000 Medical office building 7,305,000 7,541,000 Total reportable segments $ 466,606,000 $ 369,069,000 Reconciliation to consolidated assets: Cash and cash equivalents 27,189,000 35,564,000 Real estate note receivable 7,732,000 - Deferred financing costs, net 3,606,000 3,338,000 Investment in unconsolidated entities 1,040,000 5,146,000 Tenant and other receivables, net 5,665,000 4,037,000 Deferred costs and other assets 7,889,000 5,554,000 Restricted cash 6,432,000 5,161,000 Goodwill 5,965,000 5,965,000 Total assets $ 532,124,000 $ 433,834,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable [Abstract] | |
Principal payments due on notes payable | Principal payments due on our notes payable for October 1, 2015 to December 31, 2015 and each of the subsequent years is as follows: Year Principal Amount October 1, 2015 to December 31, 2015 $ 821,000 2016 27,340,000 2017 99,415,000 2018 28,334,000 2019 71,320,000 2020 and thereafter 108,972,000 $ 336,202,000 Less: discount (63,000) $ 336,139,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Summary of distributions declared | The following are the distributions declared during the nine months ended September 30, 2015 and 2014: Distributions Declared (1) Cash Flow from Period Cash Reinvested Total Operations First quarter 2014 $ 1,486,000 $ 69,000 $ 1,555,000 $ 3,652,000 Second quarter 2014 1,452,000 88,000 1,540,000 2,852,000 Third quarter 2014 1,354,000 91,000 1,445,000 3,602,000 $ 4,292,000 $ 248,000 $ 4,540,000 $ 10,106,000 First quarter 2015 $ 1,330,000 $ 85,000 $ 1,415,000 $ 3,348,000 Second quarter 2015 1,347,000 85,000 1,432,000 4,369,000 Third quarter 2015 1,363,000 86,000 1,449,000 5,515,000 $ 4,040,000 $ 256,000 $ 4,296,000 $ 13,232,000 (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 least 90 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The fees and expense reimbursements payable to the Advisor under the advisory agreement for the three and nine months ended September 30, 2015 and September 30, 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Asset Management Fees $ 1,581,000 $ 1,045,000 $ 4,495,000 $ 2,986,000 |
Organization (Details Textual)
Organization (Details Textual) | 9 Months Ended |
Sep. 30, 2015 | |
Organization [Line Items] | |
Percentage of interest owned | 57.90% |
Sentio Investments, LLC [Member] | |
Organization [Line Items] | |
Formation date | December 20, 2011 |
Sentio Healthcare Properties OP, LP [Member] | |
Organization [Line Items] | |
Formation date | October 17, 2006 |
Operating Partnership and the HC Operating Partnership, LP [Member] | |
Organization [Line Items] | |
Percentage of interest owned | 100.00% |
Acquisitions (Details)
Acquisitions (Details) | Sep. 30, 2015USD ($) | |
Armbrook Village [Member] | ||
Business Acquisition [Line Items] | ||
Land | $ 957,000 | |
Buildings and improvements | 29,689,000 | |
Furniture, fixtures and vehicles | 1,401,000 | |
Intangible assets | 1,098,000 | |
Intangible liability | 0 | [1] |
Contingent Liability | (3,145,000) | [2] |
Real estate acquisition | 30,000,000 | |
Acquisition expenses | 487,000 | |
Gables of Kentridge [Member] | ||
Business Acquisition [Line Items] | ||
Land | 640,000 | |
Buildings and improvements | 12,939,000 | |
Furniture, fixtures and vehicles | 870,000 | |
Intangible assets | 921,000 | |
Intangible liability | 0 | [1] |
Contingent Liability | 0 | [2] |
Real estate acquisition | 15,370,000 | |
Acquisition expenses | 267,000 | |
Sumter Grand [Member] | ||
Business Acquisition [Line Items] | ||
Land | 0 | |
Buildings and improvements | 37,295,000 | |
Furniture, fixtures and vehicles | 1,580,000 | |
Intangible assets | 0 | |
Intangible liability | (516,000) | [1] |
Contingent Liability | (6,859,000) | [2] |
Real estate acquisition | 31,500,000 | |
Acquisition expenses | $ 429,000 | |
[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 and is recorded in accounts payable and accrued liabilities. | |
[2] | This balance represents the Company’s fair value estimate of contingent liabilities the sellers of Armbrook Village and Sumter Grand are entitled to based on a net operating income threshold, and it is recorded in accounts payable and accrued liabilities. The contingent liabilities will expire if the thresholds are not achieved. |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||
Revenues | $ 86,571,000 | $ 64,931,000 |
Net loss | $ (7,987,000) | $ (2,896,000) |
Basic and diluted net loss per common share attributable to common stockholders | $ (0.70) | $ (0.23) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) | Apr. 06, 2015USD ($) | Apr. 02, 2015USD ($) | Feb. 06, 2015USD ($) | Oct. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2015 | Apr. 30, 2015USD ($)ft² | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 69,311,000 | $ 48,177,000 | ||||||||
Revenues | 86,571,000 | 64,931,000 | ||||||||
Net loss | (7,987,000) | $ (2,896,000) | ||||||||
Equity Method Investment, Aggregate Cost | 1,040,000 | $ 5,146,000 | ||||||||
Sumter Grand [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 31,500,000 | |||||||||
Revenues | 2,700,000 | |||||||||
Net loss | 1,400,000 | |||||||||
Gables of Kentridge [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 15,400,000 | |||||||||
Revenues | 2,100,000 | |||||||||
Net loss | 800,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 9,100,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt Net of Discount | $ 9,000,000 | |||||||||
Armbrook Village [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 30,000,000 | |||||||||
Revenues | 2,600,000 | |||||||||
Net loss | 1,100,000 | |||||||||
Additional proceeds payable if certain net operating income thresholds met | $ 3,600,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 95.00% | |||||||||
Armbrook Village [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 33,600,000 | |||||||||
The Parkway [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 3,500,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 65.00% | 65.00% | ||||||||
Construction in Progress, Gross | 5,100,000 | |||||||||
Furniture and Fixtures, Gross | $ 300,000 | |||||||||
Buildings and Improvements, Gross | $ 11,800,000 | |||||||||
O’Reilly Development Company [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 1,500,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 32.50% | |||||||||
Project Cost | $ 22,400,000 | |||||||||
Equity Method Investment, Aggregate Cost | $ 3,500,000 | |||||||||
Golden [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity Method Investment, Aggregate Cost | 5,400,000 | |||||||||
Construction in Progress, Gross | 3,300,000 | |||||||||
Area of Land | ft² | 112,500 | |||||||||
Contractual Obligation, Total | 1,800,000 | $ 18,500,000 | ||||||||
Payments to Acquire Land | $ 2,100,000 |
Real Estate Note Receivable (De
Real Estate Note Receivable (Details Textual) - Georgetown Loan [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Jan. 16, 2015 | |
Debt Instrument, Face Amount | $ 41.9 | |
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 extension at the Companys option | |
Repayments of Secured Debt | $ 7.7 | |
Secured Debt | $ 34.2 |
Investments in Real Estate (Det
Investments in Real Estate (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Total Investment In Real Estate | $ 466,606,000 | $ 369,069,000 |
Land [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 47,196,000 | 42,266,000 |
Accumulated depreciation and amortization | 0 | 0 |
Total Investment In Real Estate | 47,196,000 | 42,266,000 |
Buildings and Improvements [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 420,995,000 | 327,858,000 |
Accumulated depreciation and amortization | (29,628,000) | (21,070,000) |
Total Investment In Real Estate | 391,367,000 | 306,788,000 |
Furniture, Fixtures and Equipment [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 18,262,000 | 13,125,000 |
Accumulated depreciation and amortization | (5,572,000) | (4,138,000) |
Total Investment In Real Estate | 12,690,000 | 8,987,000 |
Construction in Progress [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 7,858,000 | 0 |
Accumulated depreciation and amortization | 0 | 0 |
Total Investment In Real Estate | 7,858,000 | 0 |
Intangible lease assets [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 28,712,000 | 26,752,000 |
Accumulated depreciation and amortization | (21,217,000) | (15,724,000) |
Total Investment In Real Estate | $ 7,495,000 | $ 11,028,000 |
Investments in Real Estate (D35
Investments in Real Estate (Details 1) | Sep. 30, 2015USD ($) |
Estimated amortization | |
October 1,2015 - December 31, 2015 | $ 934,000 |
2,016 | 554,000 |
2,017 | 553,000 |
2,018 | 528,000 |
2,019 | 460,000 |
2020 and thereafter | $ 4,466,000 |
Investments in Real Estate (D36
Investments in Real Estate (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Real Estate Accumulated Depreciation, Depreciation Expense | $ 3.6 | $ 2.1 | $ 10 | $ 5.9 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |||
Amortization associated with the intangible assets | $ 1.9 | $ 0.7 | $ 5.4 | $ 3 |
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 Unconsolidated37
Investments in Unconsolidated Entities (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($) | [2] | |
Investment | $ 1,040,000 | [1] |
Physicians Center MOB [Member] | Medical Office Building [Member] | ||
Acquired | Apr. 30, 2012 | |
Investment | $ 68,000 | [1] |
Ownership | 71.90% | |
Buffalo Crossing [Member] | Assisted-Living Facility - Under Development [Member] | ||
Acquired | Jan. 31, 2014 | |
Investment | $ 972,000 | [1] |
Ownership | 25.00% | |
[1] | Represents the carrying value of the Company’s investment in the unconsolidated entities. | |
[2] | These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact the entity’s performance. |
Investments in Unconsolidated38
Investments in Unconsolidated Entities (Details 1) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | [2] | |
Equity Method Investment, Summarized Financial Information, Assets | [1] | $ 25,993,000 | $ 28,554,000 | |
Equity Method Investment Summarized Financial Information, Equity | [1] | 3,086,000 | 9,366,000 | |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity | [1] | 25,993,000 | 28,554,000 | |
Cash and Cash Equivalents [Member] | ||||
Equity Method Investment, Summarized Financial Information, Assets | [1] | 473,000 | 48,000 | |
Investments In Real Estate Net [Member] | ||||
Equity Method Investment, Summarized Financial Information, Assets | [1] | 24,759,000 | 27,737,000 | |
Other Assets [Member] | ||||
Equity Method Investment, Summarized Financial Information, Assets | [1] | 761,000 | 769,000 | |
Notes Payable [Member] | ||||
Equity Method Investment, Summarized Financial Information, Liabilities | [1] | 22,483,000 | 17,444,000 | |
Accounts Payable and Accrued Liabilities [Member] | ||||
Equity Method Investment, Summarized Financial Information, Liabilities | [1] | 53,000 | 1,676,000 | |
Other Liabilities [Member] | ||||
Equity Method Investment, Summarized Financial Information, Liabilities | [1] | $ 371,000 | $ 68,000 | |
[1] | As of December 31, 2014, the Company’s initial investment of $3.5 million in The Parkway was accounted for as an equity method investment. As of June 30, 2015, the Company began consolidating The Parkway and as a result, it is no longer accounted for under the equity method of accounting. See Note 3. | |||
[2] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that has developed Buffalo Crossings, a 108-unit, assisted living community. Buffalo Crossings was accounted for under the equity method of accounting beginning with the first quarter of 2014. |
Investments in Unconsolidated39
Investments in Unconsolidated Entities (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | [1] | Sep. 30, 2015 | Sep. 30, 2014 | [1] | |
Total revenues | $ 803,000 | $ 444,000 | $ 1,791,000 | $ 1,233,000 | ||
Net loss | (306,000) | (75,000) | (729,000) | (348,000) | ||
Company’s equity in loss from unconsolidated entities | $ (86,000) | $ (50,000) | $ (259,000) | $ (249,000) | ||
[1] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that has developed Buffalo Crossings, a 108-unit, assisted living community. Buffalo Crossings was accounted for under the equity method of accounting beginning with the first quarter of 2014. |
Investments in Unconsolidated40
Investments in Unconsolidated Entities (Details Textual) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Jan. 28, 2014 | |
Equity Method Investments | [1],[2] | $ 1,040,000 | ||
The Parkway [Member] | ||||
Equity Method Investments | $ 3,500,000 | |||
Buffalo Crossings [Member] | ||||
Equity Method Investment, Ownership Percentage | 25.00% | |||
[1] | Represents the carrying value of the Company’s investment in the unconsolidated entities. | |||
[2] | These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact the entity’s performance. |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Deferred State and Local Income Tax Expense (Benefit) | $ 0.9 | $ 0.1 | $ 2.6 | $ 0.4 | |
Deferred Tax Assets, Net | $ 4.9 | $ 4.9 | $ 2.8 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Reconciliation of segment activity to consolidated net income | ||||||
Rental revenue | $ 21,053,000 | $ 12,699,000 | $ 58,450,000 | $ 35,901,000 | ||
Resident services and fee income | 7,886,000 | 7,247,000 | 23,345,000 | 21,454,000 | ||
Tenant reimbursements and other income | 836,000 | 394,000 | 2,262,000 | 1,112,000 | ||
Total revenues | 29,775,000 | 20,340,000 | 84,057,000 | 58,467,000 | ||
Property operating and maintenance expenses | 19,595,000 | 12,570,000 | 54,431,000 | 37,100,000 | ||
Net operating income | 10,180,000 | 7,770,000 | 29,626,000 | 21,367,000 | ||
General and administrative | 383,000 | 444,000 | 2,086,000 | 1,249,000 | ||
Asset management fees and expenses | 1,581,000 | 1,045,000 | 4,495,000 | 2,986,000 | ||
Real estate acquisition costs | 111,000 | 762,000 | 1,461,000 | 1,108,000 | ||
Depreciation and amortization | 5,459,000 | 2,785,000 | 15,434,000 | 8,896,000 | ||
Interest expense, net | 3,571,000 | 2,535,000 | 10,258,000 | 7,138,000 | ||
Change in fair value of contingent consideration | 402,000 | 0 | 1,002,000 | 0 | ||
Equity in loss from unconsolidated entities | 86,000 | 50,000 | [1] | 259,000 | 249,000 | [1] |
Income tax benefit | (904,000) | (161,000) | (2,629,000) | (311,000) | ||
Net (loss) income | (509,000) | 310,000 | (2,740,000) | 52,000 | ||
Senior living properties [Member] | ||||||
Reconciliation of segment activity to consolidated net income | ||||||
Rental revenue | 18,509,000 | 10,706,000 | 50,817,000 | 30,862,000 | ||
Resident services and fee income | 7,886,000 | 7,247,000 | 23,331,000 | 21,454,000 | ||
Tenant reimbursements and other income | 457,000 | 112,000 | 1,125,000 | 305,000 | ||
Total revenues | 26,852,000 | 18,065,000 | 75,273,000 | 52,621,000 | ||
Property operating and maintenance expenses | 19,193,000 | 12,314,000 | 53,265,000 | 36,257,000 | ||
Net operating income | 7,659,000 | 5,751,000 | 22,008,000 | 16,364,000 | ||
Triple-net leased properties [Member] | ||||||
Reconciliation of segment activity to consolidated net income | ||||||
Rental revenue | 2,328,000 | 1,780,000 | 6,986,000 | 4,399,000 | ||
Resident services and fee income | 0 | 0 | 0 | 0 | ||
Tenant reimbursements and other income | 301,000 | 201,000 | 917,000 | 573,000 | ||
Total revenues | 2,629,000 | 1,981,000 | 7,903,000 | 4,972,000 | ||
Property operating and maintenance expenses | 319,000 | 178,000 | 921,000 | 617,000 | ||
Net operating income | 2,310,000 | 1,803,000 | 6,982,000 | 4,355,000 | ||
Medical office properties [Member] | ||||||
Reconciliation of segment activity to consolidated net income | ||||||
Rental revenue | 216,000 | 213,000 | 647,000 | 640,000 | ||
Resident services and fee income | 0 | 0 | 14,000 | 0 | ||
Tenant reimbursements and other income | 78,000 | 81,000 | 220,000 | 234,000 | ||
Total revenues | 294,000 | 294,000 | 881,000 | 874,000 | ||
Property operating and maintenance expenses | 83,000 | 78,000 | 245,000 | 226,000 | ||
Net operating income | $ 211,000 | $ 216,000 | $ 636,000 | $ 648,000 | ||
[1] | On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that has developed Buffalo Crossings, a 108-unit, assisted living community. Buffalo Crossings was accounted for under the equity method of accounting beginning with the first quarter of 2014. |
Segment Reporting (Details 1)
Segment Reporting (Details 1) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Investment in real estate: | ||||
Total reportable segments | $ 466,606,000 | $ 369,069,000 | ||
Reconciliation to consolidated assets: | ||||
Cash and cash equivalents | 27,189,000 | 35,564,000 | $ 20,121,000 | $ 21,792,000 |
Real estate note receivable | 7,732,000 | 0 | ||
Deferred financing costs, net | 3,606,000 | 3,338,000 | ||
Investment in unconsolidated entities | 1,040,000 | 5,146,000 | ||
Tenant and other receivables, net | 5,665,000 | 4,037,000 | ||
Deferred costs and other assets | 7,889,000 | 5,554,000 | ||
Restricted cash | 6,432,000 | 5,161,000 | ||
Goodwill | 5,965,000 | 5,965,000 | ||
Total assets | 532,124,000 | 433,834,000 | ||
Senior living operations [Member] | ||||
Investment in real estate: | ||||
Total reportable segments | 373,151,000 | 278,880,000 | ||
Reconciliation to consolidated assets: | ||||
Goodwill | 6,000,000 | 6,000,000 | ||
Triple-net leased properties [Member] | ||||
Investment in real estate: | ||||
Total reportable segments | 86,150,000 | 82,648,000 | ||
Medical office building [Member] | ||||
Investment in real estate: | ||||
Total reportable segments | $ 7,305,000 | $ 7,541,000 |
Segment Reporting (Details Text
Segment Reporting (Details Textual) - USD ($) | Sep. 30, 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 ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Notes Payable carrying Value | $ 336,139,000 | $ 336,139,000 | $ 276,476,000 |
Notes Payable net of discount and prmium | 336,202,000 | 336,202,000 | 276,500,000 |
Sumter Grand [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 12,800,000 | 12,800,000 | |
Liabilities, Fair Value Adjustment | 400,000 | $ 1,000,000 | |
Sumter Grand [Member] | Minimum [Member] | |||
Change In Fair Value of Liabilities Discount Rate Percentage | 9.00% | ||
Sumter Grand [Member] | Maximum [Member] | |||
Change In Fair Value of Liabilities Discount Rate Percentage | 10.00% | ||
Fair Value, Inputs, Level 2 [Member] | |||
Notes Payable, Fair Value Disclosure | $ 335,400,000 | $ 335,400,000 | $ 275,800,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Principal payments due on notes payable | ||
Principal amount | $ 336,202,000 | $ 276,500,000 |
Less: discount | (63,000) | |
Notes payable | 336,139,000 | $ 276,476,000 |
October 1, 2015 to December 31, 2015 | ||
Principal payments due on notes payable | ||
Principal amount | 821,000 | |
2016 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 27,340,000 | |
2017 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 99,415,000 | |
2018 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 28,334,000 | |
2019 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 71,320,000 | |
2020 and thereafter [Member] | ||
Principal payments due on notes payable | ||
Principal amount | $ 108,972,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Apr. 06, 2015 | Apr. 02, 2015 | Feb. 06, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Oct. 31, 2014 |
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Notes payable | $ 336,139,000 | $ 336,139,000 | $ 276,476,000 | |||||||
Fixed rate debt | $ 176,400,000 | $ 176,400,000 | $ 156,400,000 | |||||||
Fixed rate debt, notes payable | 52.00% | 52.00% | 57.00% | |||||||
Variable rate debt | $ 159,800,000 | $ 159,800,000 | $ 120,000,000 | |||||||
Variable rate debt, notes payable | 48.00% | 48.00% | 43.00% | |||||||
Fixed and variable rate secured mortgage loans with average effective interest rate | 4.00% | 4.00% | ||||||||
Fixed rate debt, weighted average interest rate | 4.79% | 4.79% | 4.89% | |||||||
Variable rate debt, weighted average interest rate | 3.13% | 3.13% | 3.15% | |||||||
Deferred Finance Costs, Net | $ 3,606,000 | $ 3,606,000 | $ 3,338,000 | |||||||
Interest Expense Deferred Financing Cost | $ 3,600,000 | $ 2,500,000 | 10,300,000 | $ 7,100,000 | ||||||
Guaranteed Loan Balance Percentage | 25.00% | |||||||||
Long-term Debt, Gross | $ 336,202,000 | $ 336,202,000 | 276,500,000 | |||||||
KeyBank secured loan [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Guaranteed Loan Balance Percentage | 35.00% | |||||||||
Debt Instrument, Face Amount | 53,200,000 | |||||||||
Woodbury Mews loan [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Debt Instrument, Covenant Compliance | covenants related to the $25.0 million loan from KeyBank secured by Woodbury Mews | |||||||||
Live Oaks of Slidell Property [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Debt Instrument, Covenant Compliance | covenants related to the Live Oaks of Slidell property which is one of five properties that secures the $38.035 million secured loan agreement | |||||||||
Gables of Kentridge [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Notes payable | $ 9,000,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 9,100,000 | |||||||||
Debt Instrument, Term | 35 years | |||||||||
Debt Instrument Interest Rate Fixed Rate | 4.41% | |||||||||
The Parkway [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 65.00% | 65.00% | ||||||||
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 | |||||||||
M&T Bank [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Debt Instrument Interest Rate Fixed Rate | 6.00% | |||||||||
Debt Instrument, Interest Rate Terms | one month LIBOR plus 2.20% | |||||||||
Loan Amortization Period | 28 years | |||||||||
Debt Instrument, Face Amount | $ 21,000,000 | |||||||||
Debt Instrument, Maturity Date | May 1, 2020 | |||||||||
Springfield First Community Bank [Member] | The Parkway [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Debt Instrument Interest Rate Fixed Rate | 3.90% | |||||||||
Secured Debt | $ 12,800,000 | $ 12,800,000 | ||||||||
Loan Amortization Period | 20 years | |||||||||
Maximum [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Fixed rate debt, notes payable | 6.43% | 6.43% | ||||||||
Maximum [Member] | Springfield First Community Bank [Member] | The Parkway [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Debt Instrument, Face Amount | $ 17,300,000 | |||||||||
Minimum [Member] | ||||||||||
Notes Payable (Additional Textual) [Abstract] | ||||||||||
Fixed rate debt, notes payable | 2.45% | 2.45% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Summary of distributions declared | |||||||||
Distributions Declared, Cash | $ 1,363,000 | $ 1,354,000 | |||||||
Cash Flow From Operations | $ 5,515,000 | $ 4,369,000 | $ 3,348,000 | $ 3,602,000 | $ 2,852,000 | $ 3,652,000 | 13,232,000 | 10,106,000 | |
Common Stock [Member] | |||||||||
Summary of distributions declared | |||||||||
Distributions Declared, Cash | [1] | 1,363,000 | 1,347,000 | 1,330,000 | 1,354,000 | 1,452,000 | 1,486,000 | 4,040,000 | 4,292,000 |
Distributions Declared, Reinvested | [1] | 86,000 | 85,000 | 85,000 | 91,000 | 88,000 | 69,000 | 256,000 | 248,000 |
Distributions Declared, Total | [1] | $ 1,449,000 | $ 1,432,000 | $ 1,415,000 | $ 1,445,000 | $ 1,540,000 | $ 1,555,000 | $ 4,296,000 | $ 4,540,000 |
[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 least 90% of our net ordinary taxable income. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2013 | Feb. 10, 2013 | |
Stockholders' Equity (Textual) [Abstract] | |||||
Common stock, shares authorized | 580,000,000 | 580,000,000 | 580,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Proceeds from issuance of common stock | $ 132.3 | ||||
Annualized rate | $ 0.50 | ||||
Percentage of annualized rate | 5.00% | ||||
Common Stock Reinvested | 13,300,000 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 158.7 | $ 94.8 | |||
Net Ordinary Taxable Income | 90.00% | ||||
Number Of Days Prior Notice To Stock holders Regarding Changes In Program | 30 days | ||||
Sale of Stock, Price Per Share | $ 10 | ||||
Series B [Member] | |||||
Stockholders' Equity (Textual) [Abstract] | |||||
Dividends, Preferred Stock, Cash | $ 2.4 | $ 7.8 | |||
Series B Preferred Stock [Member] | |||||
Stockholders' Equity (Textual) [Abstract] | |||||
Percentage of annualized rate | 7.50% | 7.50% | |||
Preferred Stock, Shares Issued | 1,586,000 | 1,586,000 | 946,560 | ||
Preferred Stock Convertible Number Of Equity Instruments | 15,830,938 | 9,446,707 | |||
Construction Loan Originations Percentage | 6.00% | 6.00% | |||
Preferred Stock Liquidation Preference Percentage | 10.00% | 10.00% | |||
Series C Preferred Stock [Member] | |||||
Stockholders' Equity (Textual) [Abstract] | |||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Percentage of annualized rate | 3.00% | 3.00% | |||
Preferred Stock, Shares Issued | 1,000 | 1,000 | 1,000 | ||
Series C And Series B Preferred Stock [Member] | |||||
Stockholders' Equity (Textual) [Abstract] | |||||
Equity Interests Issued Or Issuable Amount | $ 158.7 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | 9 Months Ended |
Sep. 30, 2015shares | |
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 | 1,586,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Asset management fees | $ 1,581,000 | $ 1,045,000 | $ 4,495,000 | $ 2,986,000 |
Related Party Transactions (D52
Related Party Transactions (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Feb. 10, 2013 | |
Related Party Transactions (Additional Textual) [Abstract] | ||
Percentage of average invested assets | 2.00% | |
Percentage of net income | 25.00% | |
Percentage Of Management Fee Exceeded Then Invested Assets | 2.00% | |
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. | |
Series C And Series B Preferred Stock [Member] | ||
Related Party Transactions (Additional Textual) [Abstract] | ||
Equity Interests Issued Or Issuable Amount | $ 158.7 | |
KKR Equity Commitment [Member] | Common Stock [Member] | ||
Related Party Transactions (Additional Textual) [Abstract] | ||
Investment Owned, Balance, Shares | 15,830,938 | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 57.90% | |
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 |