Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 11, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 11,517,676 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 30,038,000 | $ 22,801,000 |
Investments in real estate: | ||
Land | 47,196,000 | 47,196,000 |
Buildings and improvements, net | 394,449,000 | 397,234,000 |
Furniture, fixtures and vehicles, net | 12,354,000 | 12,660,000 |
Construction in progress | 6,972,000 | 5,168,000 |
Intangible lease assets, net | 6,553,000 | 6,731,000 |
Total Investment In Real Estate | 467,524,000 | 468,989,000 |
Real estate note receivable | 21,097,000 | 15,427,000 |
Investment in unconsolidated entities | 764,000 | 880,000 |
Tenant and other receivables, net | 5,717,000 | 5,751,000 |
Deferred costs and other assets | 9,336,000 | 8,636,000 |
Restricted cash | 5,854,000 | 6,748,000 |
Goodwill | 5,965,000 | 5,965,000 |
Total assets | 546,295,000 | 535,197,000 |
Liabilities: | ||
Notes payable, net | 336,655,000 | 335,288,000 |
Accounts payable and accrued liabilities | 23,296,000 | 22,575,000 |
Prepaid rent and security deposits | 5,438,000 | 5,368,000 |
Distributions payable | 1,431,000 | 1,450,000 |
Total liabilities | 366,820,000 | 364,681,000 |
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, 2016 and December 31, 2015, respectively | 0 | 0 |
Common stock, $0.01 par value; 580,000,000 shares authorized; 11,510,146 and 11,502,617 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 115,000 | 115,000 |
Additional paid-in capital | 60,042,000 | 61,385,000 |
Accumulated deficit | (27,946,000) | (27,612,000) |
Total stockholders' equity | 32,211,000 | 33,888,000 |
Noncontrolling interests: | ||
Series B convertible preferred OP units | 142,872,000 | 132,164,000 |
Other noncontrolling interest | 4,392,000 | 4,464,000 |
Total equity | 179,475,000 | 170,516,000 |
Total liabilities and equity | $ 546,295,000 | $ 535,197,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 580,000,000 | 580,000,000 |
Common stock, shares issued | 11,510,146 | 11,502,617 |
Common stock, shares outstanding | 11,510,146 | 11,502,617 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Rental revenues | $ 22,457,000 | $ 17,430,000 |
Resident fees and services | 8,355,000 | 7,665,000 |
Tenant reimbursements and other income | 1,002,000 | 529,000 |
Total revenues | 31,814,000 | 25,624,000 |
Expenses: | ||
Property operating and maintenance | 20,486,000 | 16,483,000 |
General and administrative | 691,000 | 715,000 |
Asset management fees | 983,000 | 1,359,000 |
Real estate acquisition costs | 0 | 582,000 |
Depreciation and amortization | 3,793,000 | 4,455,000 |
Total expenses | 25,953,000 | 23,594,000 |
Income from operations | 5,861,000 | 2,030,000 |
Other (income) expense: | ||
Interest expense, net | 3,848,000 | 3,167,000 |
Change in fair value of contingent consideration | 177,000 | 0 |
Equity in loss from unconsolidated entities | 60,000 | 127,000 |
Net income (loss) before income taxes | 1,776,000 | (1,264,000) |
Income tax benefit | (602,000) | (529,000) |
Net income (loss) | 2,378,000 | (735,000) |
Preferred return to series B preferred OP units | 2,615,000 | 1,801,000 |
Net income attributable to other noncontrolling interests | 97,000 | 138,000 |
Net loss attributable to common stockholders | $ (334,000) | $ (2,674,000) |
Basic and diluted weighted average number of common shares | 11,508,316 | 11,478,707 |
Basic and diluted net loss per common share attributable to common stockholders | $ (0.03) | $ (0.23) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 3 months ended Mar. 31, 2016 - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
BALANCE at Dec. 31, 2015 | $ 170,516,000 | $ 0 | $ 115,000 | $ 61,385,000 | $ (27,612,000) | $ 33,888,000 | $ 136,628,000 |
BALANCE (in shares) at Dec. 31, 2015 | 1,000 | 11,502,617 | |||||
Issuance of Common Stock | 88,000 | $ 0 | $ 0 | 88,000 | 0 | 88,000 | 0 |
Issuance of Common Stock (in shares) | 0 | 7,529 | |||||
Issuance of Series B Preferred OP Units, net | 10,708,000 | $ 0 | $ 0 | 0 | 0 | 0 | 10,708,000 |
Distributions | (4,215,000) | 0 | 0 | (1,431,000) | 0 | (1,431,000) | (2,784,000) |
Net (loss) income | 2,378,000 | 0 | 0 | 0 | (334,000) | (334,000) | 2,712,000 |
BALANCE at Mar. 31, 2016 | $ 179,475,000 | $ 0 | $ 115,000 | $ 60,042,000 | $ (27,946,000) | $ 32,211,000 | $ 147,264,000 |
BALANCE (in shares) at Mar. 31, 2016 | 1,000 | 11,510,146 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ 2,378,000 | $ (735,000) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Amortization of deferred financing costs | 250,000 | 166,000 | |
Depreciation and amortization | 3,793,000 | 4,455,000 | |
Straight-line rent and above/below market lease amortization | (166,000) | (221,000) | |
Change in fair value of contingent consideration | 177,000 | 0 | |
Amortization of loan discount/premium | (14,000) | (15,000) | |
Equity in loss from unconsolidated entities | 116,000 | 127,000 | [1] |
Bad debt expense | 58,000 | 49,000 | |
Deferred tax benefit | (621,000) | (234,000) | |
Changes in operating assets and liabilities: | |||
Tenant and other receivables | 160,000 | (300,000) | |
Deferred costs and other assets | (79,000) | (203,000) | |
Restricted cash | 285,000 | (142,000) | |
Prepaid rent and tenant security deposits | 70,000 | 977,000 | |
Accounts payable and accrued expenses | 464,000 | (576,000) | |
Net cash provided by operating activities | 6,871,000 | 3,348,000 | |
Cash flows from investing activities: | |||
Real estate acquisitions | 0 | (31,335,000) | |
Additions to real estate | (462,000) | (387,000) | |
Construction in progress | (1,804,000) | 0 | |
Real estate note receivable | (5,670,000) | 0 | |
Restricted cash | 609,000 | (80,000) | |
Acquisition deposits | 0 | (1,669,000) | |
Distributions from unconsolidated entities | 0 | 35,000 | |
Net cash used in investing activities | (7,327,000) | (33,436,000) | |
Cash flows from financing activities: | |||
Proceeds from issuance of series B preferred OP units, net | 10,708,000 | 15,589,000 | |
Proceeds from notes payable | 1,952,000 | 19,195,000 | |
Repayment of notes payable | (815,000) | (763,000) | |
Deferred financing costs | (6,000) | (596,000) | |
Distributions paid to series B preferred OP units and other noncontrolling interests | (2,784,000) | (3,056,000) | |
Distributions paid to stockholders | (1,362,000) | (1,355,000) | |
Restricted cash | 0 | (52,000) | |
Net cash provided by financing activities | 7,693,000 | 28,962,000 | |
Net increase (decrease) in cash and cash equivalents | 7,237,000 | (1,126,000) | |
Cash and cash equivalents - beginning of period | 22,801,000 | 35,564,000 | |
Cash and cash equivalents - end of period | 30,038,000 | 34,438,000 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 3,493,000 | 2,834,000 | |
Cash paid for income taxes | 35,000 | 12,000 | |
Supplemental disclosure of non-cash financing and investing activities: | |||
Distributions declared not paid | 1,431,000 | 1,415,000 | |
Distributions reinvested | 88,000 | 91,000 | |
Accrued preferred stock offering costs | 0 | 137,000 | |
Accrued deferred acquisition costs | 0 | 138,000 | |
Accrued additions to real estate | $ 80,000 | $ 147,000 | |
[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 and began operations in May 2015. Buffalo Crossings was accounted for under the equity method of accounting beginning with the first quarter of 2014. |
Organization
Organization | 3 Months Ended |
Mar. 31, 2016 | |
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”). 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 | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
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, 2015. 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. 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, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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 2015 Annual Report on Form 10-K, as filed with the SEC. 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 March 31, 2016, income tax benefit (expense) has been reclassified and is separately presented in the condensed consolidated statement of operations. The presentation of prior-period information has been retrospectively adjusted and the reclassification has no impact on net income (loss). On January 1, 2016 we adopted Accounting Standards Update (“ASU”) 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to the Company’s recognized notes payable be presented in the balance sheet as a direct deduction from the carrying amount of the notes payable, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The guidance requires retrospective adoption for all prior periods presented. As of March 31, 2016 and December 31, 2015, $ 3.1 3.4 Adopted accounting standard 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 Company concluded that the Operating Partnership now meets the criteria as a VIE under ASU 2015-02 and the ASU was adopted as of January 1, 2016. The Company's significant asset is its investment in the Operating Partnership, as described in Note 1, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of the Operating Partnership. Accordingly, there is no change in the presentation of the consolidated financial statements of the Company upon adoption of ASU 2015-02. Pending accounting standards In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)", which amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. This ASU retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The new guidance will be effective for the Company beginning on January 1, 2019 and earlier adoption is permitted. The Company is evaluating the impact of the adoption of the new guidance on its financial statements. In 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09 which is now effective for us beginning January 1, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. |
Real Estate Note Receivable
Real Estate Note Receivable | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Real Estate Notes Receivable | 3. 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 on January 15, 2020 with one 12-month option to extend at the Company’s option 7.9 1 Interest income on the loan receivable is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks. For the three months ended March 31, 2016, interest revenue from the real estate note receivable was $ 0.4 21.1 20.8 |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2016 | |
Investments In Real Estate [Abstract] | |
Investments in Real Estate | 4. Investments in Real Estate Buildings Furniture, and Fixtures Construction Intangible Land Improvements and Vehicles in Progress Lease Assets Cost $ 47,196,000 $ 430,322,000 $ 18,910,000 $ 6,972,000 $ 28,736,000 Accumulated depreciation and amortization - (35,873,000) (6,556,000) - (22,183,000) Net $ 47,196,000 $ 394,449,000 $ 12,354,000 $ 6,972,000 $ 6,553,000 As of December 31, 2015, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: Buildings Furniture, and Fixtures Construction Intangible Land Improvements and Vehicles in Progress Lease Assets Cost $ 47,196,000 $ 429,945,000 $ 18,746,000 $ 5,168,000 $ 28,737,000 Accumulated depreciation and amortization - (32,711,000) (6,086,000) - (22,006,000) Net $ 47,196,000 $ 397,234,000 $ 12,660,000 $ 5,168,000 $ 6,731,000 Depreciation expense associated with buildings and improvements and furniture, fixtures and vehicles for the three months ended March 31, 2016 and 2015 was approximately $ 3.6 3.0 0.2 1.5 Intangible Assets April 1, 2016 - December 31, 2016 $ 419,000 2017 558,000 2018 558,000 2019 465,000 2020 465,000 2021 and thereafter 4,088,000 The estimated useful lives for intangible assets range from approximately one 21 16 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments In Unconsolidated Entities | 5. Investments in Unconsolidated Entities As of March 31, 2016, 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 $ - 71.9 % Buffalo Crossings Assisted-Living Facility January 2014 764,000 25.0 % $ 764,000 (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, 2016 December 31, 2015 Cash and cash equivalents $ 409,000 $ 279,000 Investments in real estate, net 23,548,000 24,712,000 Other assets 829,000 713,000 Total assets $ 24,786,000 $ 25,704,000 Notes payable, net $ 22,887,000 $ 22,679,000 Accounts payable and accrued liabilities 273,000 285,000 Other liabilities 223,000 49,000 Total stockholders’ equity 1,403,000 2,691,000 Total liabilities and equity $ 24,786,000 $ 25,704,000 Three Months Ended March 31, 2016 2015 (1) Total revenues $ 1,205,000 $ 428,000 Net loss (20,000) (244,000) Company’s equity in loss from unconsolidated entities (116,000) (127,000) (1) On January 28, 2014, through a wholly owned subsidiary, we acquired a 25 108 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 6. 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. The Company 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 $ 0.6 0.5 6.6 6.0 2.1 which if unused, begin to expire in 2035 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 7. Segment Reporting As of March 31, 2016, we operated in three reportable business segments for management and internal financial reporting purposes: senior living operations, triple-net leased properties, and medical office building (“MOB”) properties. These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. 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 properties 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, 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 March 31, 2016 Senior living Triple- net leased MOB operations properties properties Consolidated Rental revenue $ 19,923,000 $ 2,329,000 $ 205,000 $ 22,457,000 Resident services and fee income 8,355,000 - - 8,355,000 Tenant reimbursements and other income 720,000 205,000 77,000 1,002,000 28,998,000 2,534,000 282,000 31,814,000 Property operating and maintenance expenses 20,195,000 211,000 80,000 20,486,000 Net operating income $ 8,803,000 $ 2,323,000 $ 202,000 $ 11,328,000 General and administrative 691,000 Asset management fees 983,000 Depreciation and amortization 3,793,000 Interest expense, net 3,848,000 Change in fair value of contingent consideration 177,000 Equity in loss from unconsolidated entities 60,000 Income tax benefit (602,000) Net income 2,378,000 Preferred return to series B preferred OP units and other noncontrolling interests 2,712,000 Net loss attributable to common stockholders $ (334,000) Three Months Ended March 31, 2015 Senior living Triple- net leased MOB operations properties properties Consolidated 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 715,000 Asset management fees 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 Income tax benefit (529,000) Net loss (735,000) Preferred return to series B preferred OP units and other noncontrolling interests 1,939,000 Net loss attributable to common stockholders $ (2,674,000) March 31, 2016 December 31, 2015 Assets Investment in real estate: Senior living operations $ 392,739,000 $ 389,733,000 Triple-net leased properties 88,591,000 87,432,000 Medical office building properties 7,291,000 7,251,000 Total reportable segments $ 488,621,000 $ 484,416,000 Reconciliation to consolidated assets: Cash and cash equivalents 30,038,000 22,801,000 Investment in unconsolidated entities 764,000 880,000 Tenant and other receivables, net 5,717,000 5,751,000 Deferred costs and other assets 9,336,000 8,636,000 Restricted cash 5,854,000 6,748,000 Goodwill 5,965,000 5,965,000 Total assets $ 546,295,000 $ 535,197,000 As of March 31, 2016 and December 31, 2015, goodwill had a balance of approximately $ 6.0 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The FASB ASC 825-10, “Financial Instruments,” 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 Our balance sheets include the following financial instruments: cash and cash equivalents, real estate note receivable, tenant and other receivables, net, deferred costs and other assets, restricted cash, notes payable, net, accounts payable and accrued liabilities, prepaid rent and security deposits and distributions 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. As of March 31, 2016, the estimated fair value of the contingent consideration related to the Sumter Grand, Gables of Hudson and Armbrook Village acquisitions is $ 12.6 0.2 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 $ 338.9 337.9 339.9 336.7 338.7 335.3 There were no transfers between Level 1 or 2 during the three months ended March 31, 2016. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes Payable [Abstract] | |
Notes Payable | 9. Notes Payable Notes payable were $ 339.9 336.7 338.7 335.3 2.70 6.43 4.11 180.2 53 4.76 159.6 47 3.38 179.0 53 4.78 159.7 47 3.17 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, 2016, we were in compliance with all such covenants and requirements, with two exceptions. The $ 24.4 due in October 2016 53.2 due in December 2017 25 We are in negotiation with the lender to restructure the Woodbury Mews Loan so as to address the on-going covenant defaults and extend the term of the loan. Although we have been successful in negotiating debt restructuring with lenders in the past, we cannot assure that we will be able to successfully restructure the Woodbury Mews Loan or that, if the loan is restructured, we will be able to meet the financial covenants of a restructured loan. Any non-compliance with financial covenants under the existing or restructured loan that is not waived by the lender would constitute an event of default. If we were not able to secure a waiver of such covenant violations, the lender could, in its discretion, declare the loan to be immediately due and payable, take possession of the properties securing the loan, enforce the Company’s loan guarantees of the loan balance, or exercise other remedies available to it under law. If the lender were to declare the loan to be immediately due and payable, we would expect to refinance the loan in satisfaction of the debt. Any such refinancing may be on terms and conditions less favorable than the terms currently available under the loan. Year Principal Amount April 1, 2016 - December 31, 2016 $ 26,510,000 2017 99,356,000 2018 28,225,000 2019 74,892,000 2020 32,200,000 2021 and thereafter 78,672,000 $ 339,855,000 Less: Deferred financing costs 3,108,000 Less: Discount 92,000 $ 336,655,000 Interest Expense and Deferred Financing Cost For the three months ended March 31, 2016 and 2015, the Company incurred interest expense, including amortization of deferred financing costs of $ 3.8 3.2 3.1 3.4 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Common Stock Our charter authorizes the issuance of 580,000,000 0.01 20,000,000 0.01 1,000 13.3 13.3 133.3 132.3 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 equity funding to finance 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 could 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 As of March 31, 2016 and December 31, 2015 we had issued 1,000 1,586,000 158.7 10.7 9.9 15,830,938 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 2.6 2.8 Distributions Available to Common Stockholders Distribution Declared (1) (2) Cash Flow from Period Cash Reinvested Total Operations First quarter 2015 $ 1,330,000 $ 85,000 $ 1,415,000 $ 3,348,000 First quarter 2016 1,342,000 89,000 1,431,000 6,871,000 (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 (2) This table represents distributions declared and paid to common stockholders for each respective period. These amounts do not include distribution payments to the Series B Preferred Unit holders for the three months ended March 31, 2016 and 2015. 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 on our common stock in amounts per share that, if declared and paid each day for a 365-day period, would equate to an annualized rate of $ .50 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. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. 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 | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Advisory Relationship with the Advisor We have been party to an Advisory Agreement with the Advisor since January 1, 2012. The Advisory Agreement has been renewed since 2012 for additional one-year terms commencing on January 1, 2013, January 1, 2014, January 1, 2015, and January 1, 2016, 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 acquisitions, 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 described in our Annual Report on Form 10-K for the year ended December 31, 2015. Three Months Ended March 31, 2016 2015 Asset Management Fees $ 983,000 $ 1,359,000 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 For the four fiscal quarters ended March 31, 2016, 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 could 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 As of March 31, 2016, pursuant to the terms of the KKR Equity Commitment, the Investor had purchased 1,000 1,586,000 158.7 The terms of the KKR Equity Commitment are more fully described in our Annual Report on Form 10-K for the year ended December 31, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 13 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. Refer to Note 3 “Real Estate Note Receivable” for additional information on the remaining commitment to fund our real estate note receivable. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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 2015 Annual Report on Form 10-K, as filed with the SEC. |
Reclassification | Reclassifications 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 March 31, 2016, income tax benefit (expense) has been reclassified and is separately presented in the condensed consolidated statement of operations. The presentation of prior-period information has been retrospectively adjusted and the reclassification has no impact on net income (loss). On January 1, 2016 we adopted Accounting Standards Update (“ASU”) 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to the Company’s recognized notes payable be presented in the balance sheet as a direct deduction from the carrying amount of the notes payable, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The guidance requires retrospective adoption for all prior periods presented. As of March 31, 2016 and December 31, 2015, $ 3.1 3.4 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted accounting standard 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 Company concluded that the Operating Partnership now meets the criteria as a VIE under ASU 2015-02 and the ASU was adopted as of January 1, 2016. The Company's significant asset is its investment in the Operating Partnership, as described in Note 1, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of the Operating Partnership. Accordingly, there is no change in the presentation of the consolidated financial statements of the Company upon adoption of ASU 2015-02. Pending accounting standards In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)", which amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. This ASU retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The new guidance will be effective for the Company beginning on January 1, 2019 and earlier adoption is permitted. The Company is evaluating the impact of the adoption of the new guidance on its financial statements. In 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09 which is now effective for us beginning January 1, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: Buildings Furniture, and Fixtures Construction Intangible Land Improvements and Vehicles in Progress Lease Assets Cost $ 47,196,000 $ 430,322,000 $ 18,910,000 $ 6,972,000 $ 28,736,000 Accumulated depreciation and amortization - (35,873,000) (6,556,000) - (22,183,000) Net $ 47,196,000 $ 394,449,000 $ 12,354,000 $ 6,972,000 $ 6,553,000 As of December 31, 2015, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows: Buildings Furniture, and Fixtures Construction Intangible Land Improvements and Vehicles in Progress Lease Assets Cost $ 47,196,000 $ 429,945,000 $ 18,746,000 $ 5,168,000 $ 28,737,000 Accumulated depreciation and amortization - (32,711,000) (6,086,000) - (22,006,000) Net $ 47,196,000 $ 397,234,000 $ 12,660,000 $ 5,168,000 $ 6,731,000 |
Estimated Amortization | Estimated amortization for April 1, 2016 through December 31, 2016 and each of the subsequent years is as follows: Intangible Assets April 1, 2016 - December 31, 2016 $ 419,000 2017 558,000 2018 558,000 2019 465,000 2020 465,000 2021 and thereafter 4,088,000 |
Investments in Unconsolidated22
Investments in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Accounting | As of March 31, 2016, 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 $ - 71.9 % Buffalo Crossings Assisted-Living Facility January 2014 764,000 25.0 % $ 764,000 (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, 2016 December 31, 2015 Cash and cash equivalents $ 409,000 $ 279,000 Investments in real estate, net 23,548,000 24,712,000 Other assets 829,000 713,000 Total assets $ 24,786,000 $ 25,704,000 Notes payable, net $ 22,887,000 $ 22,679,000 Accounts payable and accrued liabilities 273,000 285,000 Other liabilities 223,000 49,000 Total stockholders’ equity 1,403,000 2,691,000 Total liabilities and equity $ 24,786,000 $ 25,704,000 Three Months Ended March 31, 2016 2015 (1) Total revenues $ 1,205,000 $ 428,000 Net loss (20,000) (244,000) Company’s equity in loss from unconsolidated entities (116,000) (127,000) (1) On January 28, 2014, through a wholly owned subsidiary, we acquired a 25 108 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of segment activity to consolidated net income (loss) | The following tables reconcile the segment activity to consolidated net income (loss) for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 Senior living Triple- net leased MOB operations properties properties Consolidated Rental revenue $ 19,923,000 $ 2,329,000 $ 205,000 $ 22,457,000 Resident services and fee income 8,355,000 - - 8,355,000 Tenant reimbursements and other income 720,000 205,000 77,000 1,002,000 28,998,000 2,534,000 282,000 31,814,000 Property operating and maintenance expenses 20,195,000 211,000 80,000 20,486,000 Net operating income $ 8,803,000 $ 2,323,000 $ 202,000 $ 11,328,000 General and administrative 691,000 Asset management fees 983,000 Depreciation and amortization 3,793,000 Interest expense, net 3,848,000 Change in fair value of contingent consideration 177,000 Equity in loss from unconsolidated entities 60,000 Income tax benefit (602,000) Net income 2,378,000 Preferred return to series B preferred OP units and other noncontrolling interests 2,712,000 Net loss attributable to common stockholders $ (334,000) Three Months Ended March 31, 2015 Senior living Triple- net leased MOB operations properties properties Consolidated 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 715,000 Asset management fees 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 Income tax benefit (529,000) Net loss (735,000) Preferred return to series B preferred OP units and other noncontrolling interests 1,939,000 Net loss attributable to common stockholders $ (2,674,000) |
Reconciliation of segment activity to consolidated financial position | The following table reconciles the segment activity to consolidated financial position as of March 31, 2016 and December 31, 2015. March 31, 2016 December 31, 2015 Assets Investment in real estate: Senior living operations $ 392,739,000 $ 389,733,000 Triple-net leased properties 88,591,000 87,432,000 Medical office building properties 7,291,000 7,251,000 Total reportable segments $ 488,621,000 $ 484,416,000 Reconciliation to consolidated assets: Cash and cash equivalents 30,038,000 22,801,000 Investment in unconsolidated entities 764,000 880,000 Tenant and other receivables, net 5,717,000 5,751,000 Deferred costs and other assets 9,336,000 8,636,000 Restricted cash 5,854,000 6,748,000 Goodwill 5,965,000 5,965,000 Total assets $ 546,295,000 $ 535,197,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Payable [Abstract] | |
Principal payments due on notes payable | Principal payments due on our notes payable for April 1, 2016 to December 31, 2016 and each of the subsequent years is as follows: Year Principal Amount April 1, 2016 - December 31, 2016 $ 26,510,000 2017 99,356,000 2018 28,225,000 2019 74,892,000 2020 32,200,000 2021 and thereafter 78,672,000 $ 339,855,000 Less: Deferred financing costs 3,108,000 Less: Discount 92,000 $ 336,655,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Summary of distributions declared | Distribution Declared (1) (2) Cash Flow from Period Cash Reinvested Total Operations First quarter 2015 $ 1,330,000 $ 85,000 $ 1,415,000 $ 3,348,000 First quarter 2016 1,342,000 89,000 1,431,000 6,871,000 (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 (2) This table represents distributions declared and paid to common stockholders for each respective period. These amounts do not include distribution payments to the Series B Preferred Unit holders for the three months ended March 31, 2016 and 2015. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and 2015 were as follows: Three Months Ended March 31, 2016 2015 Asset Management Fees $ 983,000 $ 1,359,000 |
Organization (Details Textual)
Organization (Details Textual) | 3 Months Ended |
Mar. 31, 2016 | |
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% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Accounting Standards Update 2015-03 [Member] | Reclassification From Deferred Financing Costs to Related Party Notes Payable [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 3.1 | $ 3.4 |
Real Estate Note Receivable (De
Real Estate Note Receivable (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Jan. 16, 2015 | |
Debt Instrument, Maturity Date, Description | on January 15, 2020 with one 12-month option to extend at the Companys option | |
Interest Income, Other | $ 0.4 | |
Georgetown Loan [Member] | ||
Debt Instrument, Face Amount | $ 41.9 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.90% | |
Loan Origination Fee Percent | 1.00% | |
Secured Debt | $ 20.8 | |
Loans Receivable | $ 21.1 |
Investments in Real Estate (Det
Investments in Real Estate (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Net | $ 467,524,000 | $ 468,989,000 |
Land [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 47,196,000 | 47,196,000 |
Accumulated depreciation and amortization | 0 | 0 |
Net | 47,196,000 | 47,196,000 |
Buildings and Improvements [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 430,322,000 | 429,945,000 |
Accumulated depreciation and amortization | (35,873,000) | (32,711,000) |
Net | 394,449,000 | 397,234,000 |
Furniture, Fixtures and Vehicles [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 18,910,000 | 18,746,000 |
Accumulated depreciation and amortization | (6,556,000) | (6,086,000) |
Net | 12,354,000 | 12,660,000 |
Construction in Progress [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 6,972,000 | 5,168,000 |
Accumulated depreciation and amortization | 0 | 0 |
Net | 6,972,000 | 5,168,000 |
Intangible Lease Assets [Member] | ||
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles | ||
Cost | 28,736,000 | 28,737,000 |
Accumulated depreciation and amortization | (22,183,000) | (22,006,000) |
Net | $ 6,553,000 | $ 6,731,000 |
Investments in Real Estate (D31
Investments in Real Estate (Details 1) | Mar. 31, 2016USD ($) |
Estimated amortization | |
April 1, 2016 - December 31, 2016 | $ 419,000 |
2,017 | 558,000 |
2,018 | 558,000 |
2,019 | 465,000 |
2,020 | 465,000 |
2021 and thereafter | $ 4,088,000 |
Investments in Real Estate (D32
Investments in Real Estate (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Real Estate Accumulated Depreciation, Depreciation Expense | $ 3.6 | $ 3 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 16 years | |
Amortization associated with the intangible assets | $ 0.2 | $ 1.5 |
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 | 21 years |
Investments in Unconsolidated33
Investments in Unconsolidated Entities (Details) | 3 Months Ended | |
Mar. 31, 2016USD ($) | [2] | |
Investment | $ 764,000 | [1] |
Physicians Center MOB [Member] | Medical Office Building [Member] | ||
Acquired | Apr. 30, 2012 | |
Investment | $ 0 | [1] |
Ownership | 71.90% | |
Buffalo Crossing [Member] | Assisted-Living Facility - Under Development [Member] | ||
Acquired | Jan. 31, 2014 | |
Investment | $ 764,000 | [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 Unconsolidated34
Investments in Unconsolidated Entities (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Equity Method Investment, Summarized Financial Information, Assets | $ 24,786,000 | $ 25,704,000 |
Equity Method Investment Summarized Financial Information, Equity | 1,403,000 | 2,691,000 |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity | 24,786,000 | 25,704,000 |
Cash and Cash Equivalents [Member] | ||
Equity Method Investment, Summarized Financial Information, Assets | 409,000 | 279,000 |
Investments In Real Estate Net [Member] | ||
Equity Method Investment, Summarized Financial Information, Assets | 23,548,000 | 24,712,000 |
Other Assets [Member] | ||
Equity Method Investment, Summarized Financial Information, Assets | 829,000 | 713,000 |
Notes Payable [Member] | ||
Equity Method Investment, Summarized Financial Information, Liabilities | 22,887,000 | 22,679,000 |
Accounts Payable and Accrued Liabilities [Member] | ||
Equity Method Investment, Summarized Financial Information, Liabilities | 273,000 | 285,000 |
Other Liabilities [Member] | ||
Equity Method Investment, Summarized Financial Information, Liabilities | $ 223,000 | $ 49,000 |
Investments in Unconsolidated35
Investments in Unconsolidated Entities (Details 2) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | [1] | |
Total revenues | $ 1,205,000 | $ 428,000 | |
Net loss | (20,000) | (244,000) | |
Company’s equity in loss from unconsolidated entities | $ (116,000) | $ (127,000) | |
[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 and began operations in May 2015. Buffalo Crossings was accounted for under the equity method of accounting beginning with the first quarter of 2014. |
Investments in Unconsolidated36
Investments in Unconsolidated Entities (Details Textual) - Buffalo Crossings [Member] | Jan. 28, 2014 |
Equity Method Investment, Ownership Percentage | 25.00% |
Number of units | 108 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Deferred State and Local Income Tax Expense (Benefit) | $ 0.6 | $ 0.5 | |
Deferred Tax Assets, Net | $ 6.6 | $ 6 | |
Federal Statutory Authority [Member] | |||
Operating Loss Carryforwards Expiration, Description | which if unused, begin to expire in 2035 | ||
Operating Loss Carryforwards | $ 2.1 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of segment activity to consolidated net income | ||
Rental revenue | $ 22,457,000 | $ 17,430,000 |
Resident services and fee income | 8,355,000 | 7,665,000 |
Tenant reimbursements and other income | 1,002,000 | 529,000 |
Total revenues | 31,814,000 | 25,624,000 |
Property operating and maintenance expenses | 20,486,000 | 16,483,000 |
Net operating income | 11,328,000 | 9,141,000 |
General and administrative | 691,000 | 715,000 |
Asset management fees | 983,000 | 1,359,000 |
Real estate acquisition costs | 0 | 582,000 |
Depreciation and amortization | 3,793,000 | 4,455,000 |
Interest expense, net | 3,848,000 | 3,167,000 |
Change in fair value of contingent consideration | 177,000 | 0 |
Equity in loss from unconsolidated entities | 60,000 | 127,000 |
Income tax benefit | (602,000) | (529,000) |
Net income | 2,378,000 | (735,000) |
Preferred return to series B preferred OP units and other noncontrolling interests | 2,712,000 | 1,939,000 |
Net loss attributable to common stockholders | (334,000) | (2,674,000) |
Senior living operations [Member] | ||
Reconciliation of segment activity to consolidated net income | ||
Rental revenue | 19,923,000 | 14,885,000 |
Resident services and fee income | 8,355,000 | 7,665,000 |
Tenant reimbursements and other income | 720,000 | 134,000 |
Total revenues | 28,998,000 | 22,684,000 |
Property operating and maintenance expenses | 20,195,000 | 16,118,000 |
Net operating income | 8,803,000 | 6,566,000 |
Triple-net leased properties [Member] | ||
Reconciliation of segment activity to consolidated net income | ||
Rental revenue | 2,329,000 | 2,329,000 |
Resident services and fee income | 0 | 0 |
Tenant reimbursements and other income | 205,000 | 318,000 |
Total revenues | 2,534,000 | 2,647,000 |
Property operating and maintenance expenses | 211,000 | 284,000 |
Net operating income | 2,323,000 | 2,363,000 |
MOB [Member] | ||
Reconciliation of segment activity to consolidated net income | ||
Rental revenue | 205,000 | 216,000 |
Resident services and fee income | 0 | 0 |
Tenant reimbursements and other income | 77,000 | 77,000 |
Total revenues | 282,000 | 293,000 |
Property operating and maintenance expenses | 80,000 | 81,000 |
Net operating income | $ 202,000 | $ 212,000 |
Segment Reporting (Details 1)
Segment Reporting (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Investment in real estate: | ||||
Total reportable segments | $ 488,621,000 | $ 484,416,000 | ||
Reconciliation to consolidated assets: | ||||
Cash and cash equivalents | 30,038,000 | 22,801,000 | $ 34,438,000 | $ 35,564,000 |
Investment in unconsolidated entities | 764,000 | 880,000 | ||
Tenant and other receivables, net | 5,717,000 | 5,751,000 | ||
Deferred costs and other assets | 9,336,000 | 8,636,000 | ||
Restricted cash | 5,854,000 | 6,748,000 | ||
Goodwill | 5,965,000 | 5,965,000 | ||
Total assets | 546,295,000 | 535,197,000 | ||
Senior living operations [Member] | ||||
Investment in real estate: | ||||
Total reportable segments | 392,739,000 | 389,733,000 | ||
Reconciliation to consolidated assets: | ||||
Goodwill | 6,000,000 | 6,000,000 | ||
Triple-net leased properties [Member] | ||||
Investment in real estate: | ||||
Total reportable segments | 88,591,000 | 87,432,000 | ||
MOB [Member] | ||||
Investment in real estate: | ||||
Total reportable segments | $ 7,291,000 | $ 7,251,000 |
Segment Reporting (Details Text
Segment Reporting (Details Textual) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
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 | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes Payable carrying Value | $ 339,855,000 | $ 338,700,000 |
Notes Payable net of discount and prmium | 336,655,000 | 335,288,000 |
Sumter Grand [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 12,600,000 | |
Liabilities, Fair Value Adjustment | $ 200,000 | |
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 | $ 338,900,000 | $ 337,900,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Principal payments due on notes payable | ||
Principal amount | $ 339,855,000 | $ 338,700,000 |
Less: Deferred financing costs | 3,108,000 | 3,400,000 |
Less: discount | 92,000 | |
Notes payable | 336,655,000 | $ 335,288,000 |
April 1, 2016 - December 31, 2016 | ||
Principal payments due on notes payable | ||
Principal amount | 26,510,000 | |
2017 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 99,356,000 | |
2018 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 28,225,000 | |
2019 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 74,892,000 | |
2020 [Member] | ||
Principal payments due on notes payable | ||
Principal amount | 32,200,000 | |
2021 and thereafter [Member] | ||
Principal payments due on notes payable | ||
Principal amount | $ 78,672,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Notes Payable (Additional Textual) [Abstract] | |||
Notes payable | $ 336,655,000 | $ 335,288,000 | |
Notes Payable, including premium | 335,300,000 | ||
Fixed rate debt | $ 180,200,000 | $ 179,000,000 | |
Fixed rate debt, notes payable | 53.00% | 53.00% | |
Variable rate debt | $ 159,600,000 | $ 159,700,000 | |
Variable rate debt, notes payable | 47.00% | 47.00% | |
Fixed and variable rate secured mortgage loans with average effective interest rate | 4.11% | 3.17% | |
Fixed rate debt, weighted average interest rate | 4.76% | 4.78% | |
Variable rate debt, weighted average interest rate | 3.38% | ||
Deferred Finance Costs, Net | $ 3,108,000 | $ 3,400,000 | |
Interest Expense Deferred Financing Cost | 3,800,000 | $ 3,200,000 | |
Debt Instrument, Unamortized Discount | $ 92,000 | ||
Debt Instrument, Maturity Date, Description | on January 15, 2020 with one 12-month option to extend at the Companys option | ||
KeyBank secured loan [Member] | |||
Notes Payable (Additional Textual) [Abstract] | |||
Debt Instrument, Face Amount | $ 24,400,000 | ||
Debt Instrument, Maturity Date, Description | due in October 2016 | ||
Woodbury Mews loan [Member] | |||
Notes Payable (Additional Textual) [Abstract] | |||
Percentage Of Guarantees Of Repayment Of Outstanding Loan Balance | 25.00% | ||
Sumter Loan [Member] | |||
Notes Payable (Additional Textual) [Abstract] | |||
Debt Instrument, Face Amount | $ 53,200,000 | ||
Debt Instrument, Maturity Date, Description | due in December 2017 | ||
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 | 2.70% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Summary of distributions declared | |||
Distributions Declared, Cash | $ 1,431,000 | $ 1,415,000 | |
Cash Flow From Operations | 6,871,000 | 3,348,000 | |
Common Stock [Member] | |||
Summary of distributions declared | |||
Distributions Declared, Cash | [1],[2] | 1,342,000 | 1,330,000 |
Distributions Declared, Reinvested | [1],[2] | 89,000 | 85,000 |
Distributions Declared, Total | [1],[2] | $ 1,431,000 | $ 1,415,000 |
[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. | ||
[2] | This table represents distributions declared and paid to common stockholders for each respective period. These amounts do not include distribution payments to the Series B Preferred Unit holders for the three months ended March 31, 2016 and 2015. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Jun. 30, 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 | |||
Annualized rate | $ 0.50 | |||
Percentage of annualized rate | 5.00% | |||
Common Stock Reinvested | 13,300,000 | 13,300,000 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 158.7 | |||
Gross Proceeds From Common Stock | $ 133.3 | $ 132.3 | ||
Net Ordinary Taxable Income | 90.00% | |||
Sale of Stock, Price Per Share | $ 10 | |||
Invetments in Joint Venture Equity Commitment, Unfunded Amount | $ 9.9 | |||
Series B [Member] | ||||
Stockholders' Equity (Textual) [Abstract] | ||||
Dividends, Preferred Stock, Cash | $ 2.6 | $ 2.8 | ||
Series B Preferred Stock [Member] | ||||
Stockholders' Equity (Textual) [Abstract] | ||||
Percentage of annualized rate | 7.50% | |||
Preferred Stock, Shares Issued | 1,586,000 | |||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 158.7 | |||
Preferred Stock Convertible Number Of Equity Instruments | 15,830,938 | |||
Construction Loan Originations Percentage | 6.00% | |||
Preferred Stock Liquidation Preference Percentage | 10.00% | |||
Series B Preferred Stock [Member] | KKR Equity Commitment [Member] | ||||
Stockholders' Equity (Textual) [Abstract] | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 10.7 | |||
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 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | 3 Months Ended |
Mar. 31, 2016shares | |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Asset management fees | $ 983,000 | $ 1,359,000 |
Related Party Transactions (D48
Related Party Transactions (Details Textual) | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
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% |
Stock Issued During Period, Value, New Issues | $ | $ 88,000 |
Common Stock [Member] | |
Related Party Transactions (Additional Textual) [Abstract] | |
Stock Issued During Period, Value, New Issues | $ | $ 0 |
Stock Issued During Period, Shares, New Issues | shares | 7,529 |
KKR Equity Commitment [Member] | Common Stock [Member] | |
Related Party Transactions (Additional Textual) [Abstract] | |
Investment Owned, Balance, Shares | 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] | |
Stock Issued During Period, Value, New Issues | $ | $ 158,700,000 |
Equity Interests Issued Or Issuable Amount | $ | $ 158,700,000 |
KKR Equity Commitment [Member] | Series C Preferred Stock [Member] | |
Related Party Transactions (Additional Textual) [Abstract] | |
Stock Issued During Period, Shares, New Issues | shares | 1,000 |
KKR Equity Commitment [Member] | Series B Preferred Stock [Member] | |
Related Party Transactions (Additional Textual) [Abstract] | |
Stock Issued During Period, Shares, New Issues | shares | 1,586,000 |