Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | 5-May-14 |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Registrant Name | 'CNL Healthcare Properties, Inc. | ' |
Entity Central Index Key | '0001496454 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 70.5 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real estate assets: | ' | ' |
Real estate investment properties, net (including VIEs $70,198 and $72,053, respectively) | $1,019,044 | $848,791 |
Real estate under development, including land (including VIEs $26,387 and $16,210, respectively) | 26,927 | 17,409 |
Total real estate assets, net | 1,045,971 | 866,200 |
Intangibles, net (including VIEs $4,330 and $4,535, respectively) | 63,211 | 52,400 |
Cash (including VIEs $564 and $727, respectively) | 40,626 | 44,209 |
Investments in unconsolidated entities | 18,210 | 18,438 |
Loan costs, net (including VIEs $1,167 and $912, respectively) | 9,805 | 7,919 |
Deposits | 6,133 | 8,892 |
Note receivable from related party | 5,578 | 3,949 |
Other assets (including VIEs $399 and $21, respectively) | 5,151 | 6,445 |
Deferred rent (including VIEs $146 and $104, respectively) | 3,318 | 2,782 |
Restricted cash (including VIEs $257 and $257, respectively) | 3,201 | 2,839 |
Total assets | 1,201,204 | 1,014,073 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Mortgage and other notes payable (including VIEs $59,179 and $52,596, respectively) | 505,943 | 438,107 |
Revolving credit facility | 151,995 | 98,500 |
Other liabilities (including VIEs $1,173 and $939, respectively) | 11,558 | 7,243 |
Accounts payable and accrued expenses (including VIEs $215 and $309, respectively) | 10,539 | 7,887 |
Due to related parties (including VIEs $120 and $112, respectively) | 6,448 | 3,308 |
Accrued development costs (including VIEs $3,149 and $7,047, respectively) | 3,149 | 7,047 |
Total liabilities | 689,632 | 562,092 |
Commitments and contingencies (Note 15) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value per share, 200,000 shares authorized and unissued | ' | ' |
Excess shares, $0.01 par value per share, 300,000 shares authorized and unissued | ' | ' |
Common stock, $0.01 par value per share, 1,120,000 shares authorized; 67,685 and 58,308 shares issued and 67,566 and 58,218 shares outstanding as of March 31, 2014 and December 31, 2013, respectively | 676 | 582 |
Capital in excess of par value | 578,777 | 500,361 |
Accumulated loss | -43,103 | -30,580 |
Accumulated distributions | -23,570 | -17,423 |
Accumulated other comprehensive loss | -1,208 | -959 |
Total stockholders' equity | 511,572 | 451,981 |
Total liabilities and stockholders' equity | $1,201,204 | $1,014,073 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Real estate investment properties, net | $1,019,044 | $848,791 |
Real estate under development, including land | 26,927 | 17,409 |
Intangible assets, net | 63,211 | 52,400 |
Cash | 40,626 | 44,209 |
Loan costs, net | 9,805 | 7,919 |
Other assets | 5,151 | 6,445 |
Deferred rent | 3,318 | 2,782 |
Restricted cash | 3,201 | 2,839 |
Mortgage and other notes payable | 505,943 | 438,107 |
Other liabilities | 11,558 | 7,243 |
Accounts payable and accrued expenses | 10,539 | 7,887 |
Due to related parties | 6,448 | 3,308 |
Accrued development costs | 3,149 | 7,047 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares unissued | 200,000 | 200,000 |
Excess shares, par value | $0.01 | $0.01 |
Excess shares, shares authorized | 300,000 | 300,000 |
Excess shares, shares unissued | 300,000 | 300,000 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,120,000 | 1,120,000 |
Common stock, shares issued | 67,685 | 58,308 |
Common stock, shares outstanding | 67,566 | 58,218 |
VIEs | ' | ' |
Real estate investment properties, net | 70,198 | 72,053 |
Real estate under development, including land | 26,387 | 16,210 |
Intangible assets, net | 4,330 | 4,535 |
Cash | 564 | 727 |
Loan costs, net | 1,167 | 912 |
Other assets | 399 | 21 |
Deferred rent | 146 | 104 |
Restricted cash | 257 | 257 |
Mortgage and other notes payable | 59,179 | 52,596 |
Other liabilities | 1,173 | 939 |
Accounts payable and accrued expenses | 215 | 309 |
Due to related parties | 120 | 112 |
Accrued development costs | $3,149 | $7,047 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Rental income from operating leases | $9,722 | $3,484 |
Resident fees and services | 21,956 | 4,318 |
Tenant reimbursement income | 1,451 | ' |
Interest income on note receivable from related party | 146 | ' |
Total revenues | 33,275 | 7,802 |
Expenses: | ' | ' |
Property operating expenses | 16,420 | 3,217 |
General and administrative | 1,757 | 1,109 |
Acquisition fees and expenses | 7,205 | 578 |
Asset management fees | 1,770 | 989 |
Property management fees | 1,636 | 456 |
Depreciation and amortization | 11,862 | 2,319 |
Total expenses | 40,650 | 8,668 |
Operating loss | -7,375 | -866 |
Other income (expense): | ' | ' |
Interest and other income | 8 | 1 |
Interest expense and loan cost amortization | -5,535 | -3,235 |
Equity in earnings (loss) of unconsolidated entities | 349 | 278 |
Total other income (expense) | -5,178 | -2,956 |
Loss before income taxes | -12,553 | -3,822 |
Income tax benefit | 30 | 13 |
Net loss | ($12,523) | ($3,809) |
Net loss per share of common stock (basic and diluted) | ($0.20) | ($0.16) |
Weighted average number of shares of common stock outstanding (basic and diluted) | 62,429 | 23,760 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net loss | ($12,523) | ($3,809) |
Other comprehensive loss: | ' | ' |
Unrealized loss on derivative financial instrument | -223 | ' |
Unrealized gain on derivative financial instrument of equity method investment | -26 | -80 |
Total other comprehensive loss | -249 | -80 |
Comprehensive loss | ($12,772) | ($3,889) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Capital in Excess of Par Value | Accumulated Loss | Accumulated Distributions | Accumulated Other Comprehensive Loss |
In Thousands, except Share data | ||||||
Beginning Balance at Mar. 31, 2012 | $140,651 | $184 | $156,200 | ($12,480) | ($3,253) | ' |
Beginning Balance (in shares) at Mar. 31, 2012 | ' | 18,446,000 | ' | ' | ' | ' |
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | ' | 38,798,000 | ' | ' | ' | ' |
Subscriptions received for common stock through public offering and reinvestment plan | 387,363 | 388 | 386,975 | ' | ' | ' |
Stock distributions | ' | 11 | -11 | ' | ' | ' |
Stock distributions, shares | ' | 1,063,000 | ' | ' | ' | ' |
Redemptions of common stock | -827 | -1 | -826 | ' | ' | ' |
Redemption of common stock, shares | ' | -89,000 | ' | ' | ' | ' |
Stock issuance and offering costs | -41,977 | ' | -41,977 | ' | ' | ' |
Net loss | -18,100 | ' | ' | -18,100 | ' | ' |
Cash distributions, declared and paid or reinvested ($0.39996 per share in 2013 and $0.1014 per share in 2014) | -14,170 | ' | ' | ' | -14,170 | ' |
Other comprehensive loss | -959 | ' | ' | ' | ' | -959 |
Ending Balance at Mar. 31, 2013 | 451,981 | 582 | 500,361 | -30,580 | -17,423 | -959 |
Ending Balance (in shares) at Mar. 31, 2013 | ' | 58,218,000 | ' | ' | ' | ' |
Beginning Balance at Dec. 31, 2013 | 451,981 | ' | ' | ' | ' | ' |
Beginning Balance (in shares) at Dec. 31, 2013 | 58,218,000 | ' | ' | ' | ' | ' |
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | ' | 8,921,000 | ' | ' | ' | ' |
Subscriptions received for common stock through public offering and reinvestment plan | 90,188 | 89 | 90,099 | ' | ' | ' |
Stock distributions | ' | 5 | -5 | ' | ' | ' |
Stock distributions, shares | ' | 455,000 | ' | ' | ' | ' |
Redemptions of common stock | -258 | 0 | -258 | ' | ' | ' |
Redemption of common stock, shares | ' | -28,000 | ' | ' | ' | ' |
Stock issuance and offering costs | -9,420 | ' | -9,420 | ' | ' | ' |
Net loss | -12,523 | ' | ' | -12,523 | ' | ' |
Cash distributions, declared and paid or reinvested ($0.39996 per share in 2013 and $0.1014 per share in 2014) | -6,147 | ' | ' | ' | -6,147 | ' |
Distribution to holder of promoted interest | -2,000 | ' | -2,000 | ' | ' | ' |
Other comprehensive loss | -249 | ' | ' | ' | ' | -249 |
Ending Balance at Mar. 31, 2014 | $511,572 | $676 | $578,777 | ($43,103) | ($23,570) | ($1,208) |
Ending Balance (in shares) at Mar. 31, 2014 | 67,566,000 | 67,566,000 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash distributions, declared and paid per share | $0.10 | $0.40 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net cash flows provided by operating activities | $6,277 | $212 |
Investing activities: | ' | ' |
Acquisition of properties | -186,813 | ' |
Development of properties | -12,157 | -1,850 |
Issuance of note receivable from related party | -1,567 | ' |
Investment in unconsolidated entities | ' | -7,364 |
Changes in restricted cash | -452 | -35 |
Capital expenditures | -412 | -67 |
Payment of tenant improvements and leasing costs | -283 | ' |
Deposits on real estate | -2,000 | ' |
Net cash flows used in investing activities | -203,684 | -9,316 |
Financing activities: | ' | ' |
Subscriptions received for common stock through public offering | 86,839 | 72,831 |
Payment of stock issuance costs | -8,249 | -7,666 |
Distributions to stockholders, net of distribution reinvestments | -2,798 | -987 |
Distribution to holder of promoted interest | -2,000 | ' |
Redemptions of common stock | -145 | -219 |
Draws under line of credit | 53,495 | ' |
Proceeds from mortgage and other notes payable | 69,706 | 26,272 |
Principal payments on mortgage and other notes payable | -1,870 | -85,419 |
Lender deposits | -50 | -25 |
Payment of loan costs | -1,104 | -166 |
Net cash flows provided by financing activities | 193,824 | 4,621 |
Net decrease in cash | -3,583 | -4,483 |
Cash at beginning of period | 44,209 | 18,262 |
Cash at end of period | 40,626 | 13,779 |
Amounts incurred but not paid (including amounts due to related parties): | ' | ' |
Stock issuance and offering costs | 1,923 | 344 |
Loan costs | 583 | 121 |
Accrued development costs | 3,149 | 1,131 |
Unrealized loss on derivative financial instrument | $1,208 | $80 |
Organization
Organization | 3 Months Ended | |
Mar. 31, 2014 | ||
Organization | ' | |
1 | Organization | |
CNL Healthcare Properties, Inc. (the “Company”) is a Maryland corporation incorporated on June 8, 2010 that elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the year ended December 31, 2012. | ||
The Company is externally advised by CNL Healthcare Corp. (the “Advisor”) and its property manager is CNL Healthcare Manager Corp. (the “Property Manager”), each of which is a Florida corporation and a wholly owned affiliate of CNL Financial Group, LLC, the Company’s sponsor. CNL Financial Group, LLC is an affiliate of CNL Financial Group, Inc. (“CNL”). The Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company pursuant to an advisory agreement among the Company, the operating partnership and the Advisor. Substantially all of the Company’s acquisition, operating, administrative and certain property management services are provided by affiliates of the Advisor and the Property Manager. In addition, third-party sub-property managers have been engaged by the Company to provide certain property management services. | ||
On June 27, 2011, the Company commenced its initial public offering of up to $3.0 billion of common stock (the “Offering”), including shares being offered from its distribution reinvestment plan (the “Reinvestment Plan”), pursuant to a registration statement on Form S-11 under the Securities Act of 1933, as amended. The shares were initially being offered at $10 per share and effective December 11, 2013 are being offered at $10.14 per share, or $9.64 per share pursuant to the Reinvestment Plan. The Company plans to extend the Offering through the effective date of a subsequent registration statement. | ||
The Company’s investment focus is on acquiring a diversified portfolio of healthcare real estate or real estate-related assets, primarily in the United States, within the senior housing, medical office, post-acute care and acute care asset classes. The types of senior housing that the Company may acquire include active adult communities (age-restricted and age-targeted housing), independent and assisted living facilities, continuing care retirement communities, and memory care facilities. The types of medical offices that the Company may acquire include medical office buildings, specialty medical and diagnostic service facilities, surgery centers, outpatient rehabilitation facilities, and other facilities designed for clinical services. The types of post-acute care facilities that the Company may acquire include skilled nursing facilities, long-term acute care hospitals and inpatient rehabilitative facilities. The types of acute care facilities that the Company may acquire include general acute care hospitals and specialty surgical hospitals. The Company views, manages and evaluates its portfolio homogeneously as one collection of healthcare assets with a common goal to maximize revenues and property income regardless of the asset class or asset type. | ||
The Company primarily expects to lease its properties to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs including cost increases, for real estate taxes, utilities, insurance and ordinary repairs. However, the Company may also invest through other strategic investment types aimed to maximize stockholder value by generating sustainable cash flow growth and increasing the value of the Company’s healthcare assets, including leasing properties to wholly-owned taxable REIT subsidiaries (“TRS”) and engaging independent third-party managers under management agreements to operate the properties as permitted under applicable tax regulations. In addition, the Company expects most investments will be wholly owned, although, the Company has and may continue to invest through partnerships with other entities where we believe it is appropriate and beneficial. The Company has and may continue to invest in new property developments or properties which have not reached full stabilization. Finally, the Company also may invest in and originate mortgage, bridge or mezzanine loans or in entities that make investments similar to the foregoing investment types. The Company generally makes loans to the owners of properties to enable them to acquire land, buildings, or to develop property. In exchange, the owner generally grants the Company a first lien or collateralized interest in a participating mortgage collateralized by the property or by interests in the entity that owns the property. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2014 | ||
Summary of Significant Accounting Policies | ' | |
2 | Summary of Significant Accounting Policies | |
Basis of Presentation and Consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the three months ended March 31, 2014 may not be indicative of the results that may be expected for the year ending December 31, 2014. Amounts as of December 31, 2013 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | ||
The accompanying unaudited condensed consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation. | ||
In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements. | ||
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant assumptions are made in the allocation of purchase price, the analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted stock shares issued to the Advisor or Property Manager. Accordingly, actual results could differ from those estimates. | ||
Promoted Interest Distributions – The Company accounts for distributions to holders of promoted interests in a manner similar to non-controlling interests. The Company identifies the distributions to holders of promoted interests separately within the accompanying condensed consolidated statements of stockholders’ equity. During the three months ended March 31, 2014, the Company made distributions of approximately $2 million to a holder of promoted interest related to HarborChase of Villages Crossing, which has been recorded as a reduction to capital in excess of par value in the accompanying condensed consolidated statement of stockholders’ equity. | ||
Adopted Accounting Pronouncements — In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date.” This update clarified the guidance in subtopic 405 and requires entities to measure obligations resulting from joint and several liability arrangements for which total obligation is fixed at the reporting date. Entities are required to measure the obligation as the amount that the reporting entity agreed to pay on the basis of its arrangement among its co-obligors plus any additional amount the reporting entity expects to pay on behalf of its co-obligors. Additionally, the guidance requires entities to disclose the nature and amount of the obligations as well as other information about those obligations. Effective January 1, 2014, the Company adopted this ASU. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows. | ||
In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarified the guidance in subtopic 740 and requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward to the extent one is available. Effective January 1, 2014, the Company adopted this ASU. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows. | ||
Recent Accounting Pronouncements — In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This update changes the criteria for reporting discontinued operations where only disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, such as a major line of business or geographical area, should be presented as a discontinued operation. This ASU is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014 with early adoption permitted. The Company is currently evaluating the amendments of ASU 2014-08; however, these amendments are expected to impact the determination of whether any future property disposals qualify as discontinued operations, as well as requiring additional disclosures about any future discontinued operations. |
Acquisitions
Acquisitions | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Acquisitions | ' | ||||||||||
3 | Acquisitions | ||||||||||
Real Estate Investment Properties — During the three months ended March 31, 2014, the Company acquired the following 10 properties, which were comprised of nine senior housing communities and one medical office building (“MOB”): | |||||||||||
Name | Location | Structure | Date | Purchase | |||||||
Acquired | Price | ||||||||||
(in thousands) | |||||||||||
Medical Office | |||||||||||
Scripps Medical Office Building | Chula Vista, CA | Modified Lease | 1/21/14 | $ | 17,863 | (1) | |||||
Senior Housing | |||||||||||
Pacific Northwest II Communities | |||||||||||
Prestige Senior Living Auburn Meadows | Auburn, WA | Managed | 2/3/14 | 21,930 | |||||||
Prestige Senior Living Bridgewood | Vancouver, WA | Managed | 2/3/14 | 22,096 | |||||||
Prestige Senior Living Monticello Park | Longview, WA | Managed | 2/3/14 | 27,360 | |||||||
Prestige Senior Living Rosemont | Yelm, WA | Managed | 2/3/14 | 16,877 | |||||||
Prestige Senior Living West Hills | Corvallis, OR | Managed | 3/3/14 | 14,986 | |||||||
South Bay II Communities (2) | |||||||||||
Isle at Cedar Ridge | Cedar Park, TX | Managed | 2/28/14 | 21,000 | |||||||
HarborChase of Plainfield | Plainfield, IL | Managed | 3/28/14 | 26,500 | |||||||
Legacy Ranch Alzheimer’s Special Care Center | Midland, TX | Managed | 3/28/14 | 11,500 | |||||||
The Springs Alzheimer’s Special Care Center | San Angelo, TX | Managed | 3/28/14 | 10,500 | |||||||
$ | 190,612 | ||||||||||
FOOTNOTES: | |||||||||||
-1 | This acquisition is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||||||||
-2 | Subsequent to March 31, 2014, the Company acquired three additional South Bay II Communities totaling approximately $72.7 million; see Note 16, “Subsequent Events,” for additional information. The Company is also committed to acquiring a fourth South Bay II Community for approximately $45 million; see Note 15, “Commitments and Contingencies.” | ||||||||||
There were no consolidated properties acquired for the three months ended March 31, 2013. The following summarizes the purchase price allocation for the above properties, and the estimated fair values of the assets acquired and liabilities assumed (in thousands): | |||||||||||
March 31, 2014 | |||||||||||
Land and land improvements | $ | 18,446 | |||||||||
Buildings and building improvements | 154,607 | ||||||||||
Furniture, fixtures and equipment | 5,572 | ||||||||||
Intangibles (1) | 15,259 | ||||||||||
Other liabilities | (702 | ) | |||||||||
Net assets acquired | 193,182 | ||||||||||
Contingent purchase price consideration (2) | (2,570 | ) | |||||||||
Total purchase price consideration | $ | 190,612 | |||||||||
FOOTNOTES: | |||||||||||
-1 | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles was approximately 3.0 years. The acquired lease intangibles were comprised of approximately $15.2 million of in-place lease intangibles and approximately $0.02 million of other lease intangibles. | ||||||||||
-2 | Amount included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2014; refer to Note 9, “Contingent Purchase Price Information” for additional information. | ||||||||||
The following table presents the unaudited pro forma results of operations for the Company as if each of the properties (including the additional South Bay II Communities acquired through the date of this filing) were acquired as of January 1, 2013 and owned during the three months ended March 31, 2014 and 2013 (in thousands except per share data): | |||||||||||
Three months ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Revenues | $ | 40,372 | $ | 18,218 | |||||||
Net loss (1) | $ | (10,135 | ) | $ | (14,699 | ) | |||||
Income (loss) per share of common stock (basic and diluted) | $ | (0.15 | ) | $ | (0.49 | ) | |||||
Weighted average number of shares of common stock outstanding (basic and diluted)(2) | 67,251 | 29,747 | |||||||||
FOOTNOTES: | |||||||||||
-1 | The pro forma results for the three months ended March 31, 2014, were adjusted to exclude approximately $7.8 million of acquisition related expenses directly attributable to the acquisition of the twelve properties, of which approximately $6.4 million was included in the condensed consolidated statement of operations for the three months ended March 31, 2014, and approximately $1.4 million was incurred subsequently related to the additional South Bay II Communities. The pro forma results for the three months ended March 31, 2013 were adjusted to include these charges as if the properties had been acquired on January 1, 2013. | ||||||||||
-2 | As a result of the properties being treated as operational since January 1, 2013, the Company assumed approximately 6.0 million shares were issued as of January 1, 2013. Consequently the weighted average shares outstanding was adjusted to reflect this amount of shares being issued on January 1, 2013 instead of actual dates on which the shares were issued, and such shares were treated as outstanding as of the beginning of the period presented. | ||||||||||
The revenues and net losses (including deductions for acquisition fees and expenses and depreciation and amortization expense) attributable to the properties included in the Company’s condensed consolidated statements of operations were approximately $3.3 million and $(6.4) million, respectively, for the three months ended March 31, 2014. | |||||||||||
Real Estate Under Development — In February 2014, the Company acquired a tract of land in Tega Cay, South Carolina for $2.8 million (“Wellmore of Tega Cay”). In connection with the acquisition, the Company entered into a development agreement with a third party developer for the construction and development of a continuing care retirement community with a maximum development budget of approximately $35.6 million, including the allocated purchase price of the land. | |||||||||||
Under a promoted interest agreement with the developer, certain net operating income targets have been established which, upon meeting such targets, result in the developer being entitled to additional payments based on enumerated percentages of the assumed net proceeds of a deemed sale, subject to achievement of an established internal rate of return on the Company’s investment in the Wellmore of Tega Cay development. Refer to Note 7, “Variable Interest Entities,” for additional information. |
Real_Estate_Assets_net
Real Estate Assets, net | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Real Estate Assets, net | ' | ||||||||||
4 | Real Estate Assets, net | ||||||||||
The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of March 31, 2014 and December 31, 2013 are as follows (in thousands): | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Land and land improvements | $ | 77,641 | $ | 59,208 | |||||||
Building and building improvements | 936,789 | 783,260 | |||||||||
Tenant Improvements | 29 | — | |||||||||
Furniture, fixtures and equipment | 26,206 | 20,339 | |||||||||
Less: accumulated depreciation | (21,621 | ) | (14,016 | ) | |||||||
Real estate investment properties, net | 1,019,044 | 848,791 | |||||||||
Real estate under development, including land | 26,927 | 17,409 | |||||||||
Total real estate assets, net | $ | 1,045,971 | $ | 866,200 | |||||||
Depreciation expense on the Company’s real estate investment properties, net was approximately $7.6 million and $1.8 million for the three months ended March 31, 2014 and 2013, respectively. | |||||||||||
As of March 31, 2014, three of the Company’s senior housing communities have real estate under development with third-party developers as follows (in thousands): | |||||||||||
Property Name (and Location) | Developer | Real Estate | Remaining | ||||||||
Development | Development | ||||||||||
Costs Incurred (1) | Budget (2) | ||||||||||
Dogwood Forest of Acworth | Solomon Senior Living Holdings, LLC | $ | 17,681 | $ | 7,582 | ||||||
(Acworth, GA) | |||||||||||
Raider Ranch | South Bay Partners, Ltd | 3,230 | 9,009 | ||||||||
(Lubbock, TX) | |||||||||||
Wellmore of Tega Cay | Maxwell Group, Inc. | 6,016 | 29,935 | ||||||||
(Tega Cay, SC) | |||||||||||
Total | $ | 26,927 | $ | 46,526 | |||||||
FOOTNOTES: | |||||||||||
(1) | This amount represents land and total capitalized costs for GAAP purposes for the acquisition, development and construction of the senior housing community as of March 31, 2014. Amounts include investment services fees, asset management fees, interest expense and other costs capitalized during the development period. | ||||||||||
(2) | This amount includes preleasing and marketing costs which will not be capitalized once incurred. | ||||||||||
The development budgets of the senior housing developments include the cost of the land, construction costs, development fees, financing costs, start-up costs and initial operating deficits of the respective properties. An affiliate of the developer of the respective community coordinates and supervises the management and administration of the development and construction. Each developer is responsible for any cost overruns beyond the approved development budget for the applicable project. | |||||||||||
Under separate promoted interest agreements with each developer, once certain net operating income targets and total return targets have been met as set forth in the respective promote agreement, the developer will be entitled to an additional payment based on enumerated percentages of the assumed net proceeds of a deemed sale of the respective community, subject to achievement of a certain internal rate of return on the Company’s investment. |
Intangibles_net
Intangibles, net | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Intangibles, net | ' | ||||||||
5 | Intangibles, net | ||||||||
The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of March 31, 2014 and December 31, 2013 are as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
In-place lease intangibles | $ | 64,886 | $ | 49,642 | |||||
Above-market lease intangibles | 3,719 | 3,704 | |||||||
Below-market ground lease intangibles | 4,153 | 4,153 | |||||||
Less: accumulated amortization | (9,547 | ) | (5,099 | ) | |||||
Intangible assets, net | $ | 63,211 | $ | 52,400 | |||||
Below-market lease intangibles | $ | (3,689 | ) | $ | (2,987 | ) | |||
Above-market ground lease intangibles | (317 | ) | (317 | ) | |||||
Less: accumulated amortization | 300 | 168 | |||||||
Intangible liabilities, net | $ | (3,706 | ) | $ | (3,136 | ) | |||
Amortization expense on the Company’s intangible assets was approximately $4.5 million and $0.5 million for the three months ended March 31, 2014 and 2013, respectively, of which approximately $0.2 million and $0, respectively, was treated as a reduction of rental income from operating leases, approximately $0.03 million and $0, respectively, was treated as an increase of property operating expenses and approximately $4.2 million and $0.5 million, respectively, was included in depreciation and amortization. | |||||||||
Amortization expense on the Company’s intangible liabilities was approximately $0.1 million for the three months ended March 31, 2014, of which approximately $0.1 million was treated as an increase of rental income from operating leases and approximately two thousand dollars was treated as a reduction of property operating expenses. The Company did not have any intangible liabilities during the three months ended March 31, 2013. | |||||||||
The estimated future amortization on the Company’s intangibles for the remainder of 2014, each of the next four years and thereafter, in the aggregate, as of March 31, 2014 is as follows (in thousands): | |||||||||
Assets | Liabilities | ||||||||
2014 | $ | 15,530 | $ | (432 | ) | ||||
2015 | 18,811 | (520 | ) | ||||||
2016 | 9,737 | (481 | ) | ||||||
2017 | 3,534 | (445 | ) | ||||||
2018 | 3,033 | (376 | ) | ||||||
Thereafter | 12,566 | (1,452 | ) | ||||||
$ | 63,211 | $ | (3,706 | ) | |||||
As of March 31, 2014, the weighted average useful life of in-place leases was 3.1 years. |
Operating_Leases
Operating Leases | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Operating Leases | ' | ||||
6 | Operating Leases | ||||
As of March 31, 2014, the Company owned 34 properties that were leased to tenants on a triple-net, net or modified gross basis, and accounted for as operating leases, of which 19 are single-tenant properties that are 100% leased under operating leases and the remaining 15 are multi-tenant properties that are leased under operating leases. The Company’s leases had a weighted average remaining lease term of 7.5 years based on annualized base rents expiring between 2014 and 2030, subject to the tenants’ options to extend the lease periods ranging from two to ten years. | |||||
Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of property taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof maintenance expenses. Each tenant is expected to pay real estate taxes directly to taxing authorities. However, if the tenant does not pay, the Company will be liable. The total annualized property tax assessed on these properties is approximately $1.3 million. | |||||
Under the terms of the multi-tenant lease agreements that have third-party property managers, each tenant is responsible for the payment of their proportionate share of property taxes, general liability insurance, utilities, repairs and common area maintenance. These amounts are billed monthly and recorded as tenant reimbursement income in the accompanying consolidated statements of operations. | |||||
The following are future minimum lease payments to be received under non-cancellable operating leases for the remainder of 2014, each of the next four years and thereafter, as of March 31, 2014 (in thousands): | |||||
2014 | $ | 28,270 | |||
2015 | 36,397 | ||||
2016 | 34,786 | ||||
2017 | 33,862 | ||||
2018 | 33,283 | ||||
Thereafter | 129,577 | ||||
$ | 296,175 | ||||
The above future minimum lease payments to be received excludes tenant reimbursements, straight-line rent adjustments, amortization of above-market lease intangibles and base rent attributable to any renewal options exercised by the tenants in the future. |
Variable_Interest_Entities
Variable Interest Entities | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Variable Interest Entities | ' | ||||||||
7 | Variable Interest Entities | ||||||||
Consolidated VIEs – As of March 31, 2014, the Company has 10 wholly-owned subsidiaries, which are VIEs due to following factors and circumstances: | |||||||||
-1 | Three of these subsidiaries are single property entities, designed to own and lease their respective properties to single tenants, for which buy-out options are held by the respective tenants that are formula based. | ||||||||
-2 | Three of these subsidiaries are single property entities, designed to own and lease their respective properties to multiple tenants, which are subject to either a ground lease or an air rights lease that include buy-out and put options held by either the tenant or landlord under the applicable lease. | ||||||||
-3 | Four of these subsidiaries are entities with real estate under development or completed developments in which the third-party developers have an opportunity to earn promoted interest payments after certain net operating income targets and internal rate of return targets have been met. | ||||||||
The Company determined it is the primary beneficiary and holds a controlling financial interest in each of the aforementioned property and development entities due to its power to direct the activities that most significantly impact the economic performance of the entities, as well as its obligation to absorb the losses and its right to receive benefits from these entities that could potentially be significant to these entities. As such, the transactions and accounts of these VIEs are included in the accompanying condensed consolidated financial statements. | |||||||||
The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company as of March 31, 2014 and December 31, 2013 are as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Assets: | |||||||||
Real estate investment properties, net | $ | 70,198 | $ | 72,053 | |||||
Real estate under development, including land | $ | 26,387 | $ | 16,210 | |||||
Intangibles, net | $ | 4,330 | $ | 4,535 | |||||
Cash | $ | 564 | $ | 727 | |||||
Loan costs, net | $ | 1,167 | $ | 912 | |||||
Other | $ | 802 | $ | 382 | |||||
Liabilities: | |||||||||
Mortgages and other notes payable | $ | 59,179 | $ | 52,596 | |||||
Accounts payable and accrued expenses | $ | 215 | $ | 309 | |||||
Accrued development costs | $ | 3,149 | $ | 7,047 | |||||
Other liabilities | $ | 1,173 | $ | 939 | |||||
Due to related parties | $ | 120 | $ | 112 | |||||
The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to its net investment in these entities which totaled approximately $39.6 million as of March 31, 2014. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs. | |||||||||
Unconsolidated VIEs — The Company determined that the borrowing entity under its note receivable from a related party represents a VIE due to the transaction structure; refer to Note 11, “Related Party Arrangements” for additional information. |
Unconsolidated_Entities
Unconsolidated Entities | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Unconsolidated Entities | ' | ||||||||||||||||
8 | Unconsolidated Entities | ||||||||||||||||
The following presents financial information for each of the Company’s unconsolidated entities for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||||||||||
For the three months ended March 31, 2014 | |||||||||||||||||
Montecito | CHTSunIV (2) | Windsor | Total | ||||||||||||||
Manor (3) | |||||||||||||||||
Revenues | $ | 530 | $ | — | $ | 1,849 | $ | 2,379 | |||||||||
Operating income | $ | 179 | $ | — | $ | 312 | $ | 491 | |||||||||
Net income (loss) | $ | 78 | $ | — | $ | (95 | ) | $ | (17 | ) | |||||||
Loss allocable to other venture partners (1) | $ | 8 | $ | — | $ | (380 | ) | $ | (372 | ) | |||||||
Income allocable to the Company (1) | $ | 70 | $ | — | $ | 285 | $ | 355 | |||||||||
Amortization of capitalized acquisition costs | (2 | ) | — | (4 | ) | (6 | ) | ||||||||||
Equity in earnings of unconsolidated entities | $ | 68 | $ | — | $ | 281 | $ | 349 | |||||||||
Distributions declared to the Company | $ | 172 | $ | — | $ | 284 | $ | 456 | |||||||||
Distributions received by the Company | $ | 171 | $ | — | $ | 379 | $ | 550 | |||||||||
For the three months ended March 31, 2013 | |||||||||||||||||
Montecito (5) | CHTSunIV | Windsor | Total | ||||||||||||||
Manor (3) | |||||||||||||||||
Revenues | $ | 356 | $ | 11,924 | $ | 1,223 | $ | 13,503 | |||||||||
Operating income (loss) (4) | $ | (213 | ) | $ | 1,573 | $ | (80 | ) | $ | 1,280 | |||||||
Net loss | $ | (293 | ) | $ | (426 | ) | $ | (173 | ) | $ | (892 | ) | |||||
Loss allocable to other venture partners (1) | $ | (29 | ) | $ | (858 | ) | $ | (306 | ) | $ | (1,193 | ) | |||||
Income (loss) allocable to the Company (1) | $ | (264 | ) | $ | 432 | $ | 133 | $ | 301 | ||||||||
Amortization of capitalized acquisition costs | (2 | ) | (18 | ) | (3 | ) | (23 | ) | |||||||||
Equity in earnings (loss) of unconsolidated entities | $ | (266 | ) | $ | 414 | $ | 130 | $ | 278 | ||||||||
Distributions declared to the Company | $ | — | $ | 1,482 | $ | 175 | $ | 1,657 | |||||||||
Distributions received by the Company | $ | — | $ | 1,468 | $ | 49 | $ | 1,517 | |||||||||
FOOTNOTES: | |||||||||||||||||
-1 | Income (loss) is allocated between the Company and its joint venture partner using the HLBV method of accounting. | ||||||||||||||||
-2 | In July 2013, the Company completed the sale of its joint venture membership interest in CHTSunIV. | ||||||||||||||||
-3 | In April 2013, the joint venture acquired two additional senior housing communities. | ||||||||||||||||
-4 | Includes approximately $0.3 million of non-recurring acquisition expenses incurred by Montecito for the three months ended March 31, 2013. | ||||||||||||||||
-5 | Represents operating results from the date of acquisition through the end of the periods presented. |
Contingent_Purchase_Price_Cons
Contingent Purchase Price Consideration | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Contingent Purchase Price Consideration | ' | ||||||||
9 | Contingent Purchase Price Consideration | ||||||||
Capital Health Communities | |||||||||
As of March 31, 2014, the Company determined the fair value of the Yield Guaranty to be $2.2 million, which was recorded as other assets in the accompanying condensed consolidated balance sheet. The following table provides a roll-forward of the fair value of the contingent purchase price consideration related to the Yield Guaranty on the Capital Health Communities for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 4,488 | $ | 2,664 | |||||
Contingent consideration in connection with acquisition | — | — | |||||||
Yield Guaranty payment received from seller (1) | (2,300 | ) | — | ||||||
Change in fair value | — | — | |||||||
Ending balance | $ | 2,188 | $ | 2,664 | |||||
FOOTNOTES: | |||||||||
(1) | The Company expects to receive an additional $0.3 million in payment on the Yield Guaranty during the second quarter of 2014. Pursuant to the related escrow agreement, the total $2.6 million of Yield Guaranty payments received from seller will be paid to the related lender as a principal reduction on the mortgage loan related to the Capital Health Communities. | ||||||||
South Bay II Communities | |||||||||
In conjunction with the acquisition of the South Bay II Communities, the Company entered into an agreement with the seller whereby the purchase price is adjusted in the event that certain net operating income targets are met. The additional consideration will be determined within three months of the acquisition date and be equal to (a) the baseline net operating income divided by the baseline capitalization rates (as defined in the purchase and sale agreement) less (b) the purchase price paid at closing. As of the acquisition date and March 31, 2014, approximately $2.6 million of the purchase price was allocated to this contingent purchase consideration and is recorded as other liabilities in the accompanying consolidated balance sheet. | |||||||||
Fair Value Measurements | |||||||||
The fair value of the contingent purchase consideration was based on a then-current income approach that is primarily determined based on the present value and probability of future cash flows using internal underwriting models. The income approach further includes estimates of risk-adjusted rate of return and capitalization rates for each property. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurements of the estimated fair value related to the Company’s contingent purchase price consideration is categorized as Level 3 on the three-level fair value hierarchy. |
Indebtedness
Indebtedness | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Indebtedness | ' | ||||||||
10 | Indebtedness | ||||||||
In February 2014, through its limited partnership, the Company modified the terms of its Revolving Credit Facility and exercised its option to increase the aggregate maximum principal amount available for borrowing from $120 million to $240 million. In April, the Company increased the aggregate maximum principal amount available to $275 million; see Note 16, “Subsequent Events,” for additional information. | |||||||||
The following table provides details of the Company’s indebtedness as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Mortgages payable and other notes payable: | |||||||||
Fixed rate debt | $ | 352,268 | $ | 290,817 | |||||
Variable rate debt (1) | 153,675 | 147,290 | |||||||
Total mortgages and other notes payable | 505,943 | 438,107 | |||||||
Revolving Credit Facility | 151,995 | 98,500 | |||||||
Total borrowings | $ | 657,938 | $ | 536,607 | |||||
FOOTNOTE: | |||||||||
-1 | As of March 31, 2014 and December 31, 2013, approximately $124.3 million has been swapped to fixed rates with notional amounts that begin to settle in 2015 and continue through the maturity date of the respective loan (ranging from 2016 through 2018). | ||||||||
The Company financed a portion of the acquisition described in Note 3, “Acquisitions,” through additional borrowings on the Pacific Northwest Loan, which provided for a five-year secured loan with an aggregate principal amount of approximately $63.1 million. Similarly, the Company had approximately $53.5 million of additional borrowings on its Revolving Credit Facility during the three months ended March 31, 2014 that were used to finance acquisitions. As of March 31, 2014, the Revolving Credit Facility is collateralized by thirteen properties with an aggregate net book carrying value of approximately $260.7 million. | |||||||||
The Company’s Revolving Credit Facility contains affirmative, negative, and financial covenants which are customary for loans of this type, including without limitation: (i) limitations on incurrence of additional indebtedness; (ii) restrictions on payments of cash distributions except if required by REIT requirements; (iii) minimum occupancy levels for collateralized properties; (iv) minimum loan-to-value and debt service coverage ratios with respect to collateralized properties; (v) maximum leverage, secured recourse debt, and unimproved land/development property ratios; (vi) minimum fixed charge coverage ratio and minimum consolidated net worth, unencumbered liquidity, and equity raise requirements; (vii) limitations on certain types of investments and additional indebtedness; and (viii) minimum liquidity. The limitations on distributions includes a limitation on the extent of allowable distributions, which are not to exceed the greater of 95% of adjusted FFO (as defined per the loan agreement) and the minimum amount of distributions required to maintain the Company’s REIT status. As of March 31, 2014, the Company was in compliance with all affirmative, negative and financial covenants. | |||||||||
All of the Company’s mortgage and construction loans contain customary financial covenants and ratios; including (but not limited to) the following: debt service coverage ratio, minimum occupancy levels, limitations on incurrence of additional indebtedness, etc. As of March 31, 2014, the Company was in compliance with all financial covenants and ratios. | |||||||||
Maturities of indebtedness for the remainder of 2014 and each of the next four years and thereafter, in the aggregate, as of March 31, 2014 are as follows (in thousands): | |||||||||
2014 | $ | 6,767 | |||||||
2015 | 11,635 | ||||||||
2016 | 226,702 | ||||||||
2017 | 26,918 | ||||||||
2018 | 269,346 | ||||||||
Thereafter | 116,570 | ||||||||
$ | 657,938 | ||||||||
The fair market value and carrying value of the mortgage and other notes payable was approximately $508.1 million and $505.9 million, respectively, and both the fair market value and carrying value of the Revolving Credit Facility were $152.0 million as of March 31, 2014. The fair market value and carrying value of the mortgage and other notes payable was approximately $431.4 million and $438.1 million, respectively, and both the fair market value and carrying value of the Revolving Credit Facility were $98.5 million as of December 31, 2013. These fair market values are based on current rates and spreads the Company would expect to obtain for similar borrowings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as level 3 on the three-level valuation hierarchy. The estimated fair value of accounts payable and accrued expenses approximates the carrying value as of March 31, 2014 and December 31, 2013 because of the relatively short maturities of the obligations. |
Related_Party_Arrangements
Related Party Arrangements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Related Party Arrangements | ' | ||||||||||||||||
11 | Related Party Arrangements | ||||||||||||||||
In March 2013, the Company entered into the Advisor Expense Support Agreement, whereby commencing on April 1, 2013, the Advisor has agreed to provide expense support to the Company through forgoing the payment of fees in cash and acceptance of restricted stock for services rendered and specified expenses incurred in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions declared for the applicable quarter, over (b) the Company’s aggregate modified funds from operations (as defined in the Advisor Expense Support Agreement). The Advisor expense support amount is determined for each calendar quarter of the Company, on a non-cumulative basis, each quarter-end date (“Determination Date”). In August 2013, the Company entered into the Property Manager Expense Support Agreement, whereby commencing on July 1, 2013, the Property Manager agreed to provide expense support to the Company through forgoing the payment of fees in cash and accepting restricted stock for services in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions declared for the applicable quarter, over (b) the Company’s aggregate modified funds from operations (as defined in the Property Manager Expense Support Agreement). The Property Manager expense support amount shall be determined, on a non-cumulative basis, after the calculation of the Advisor expense support amount pursuant to the Property Manager Expense Support Agreement on each Determination Date. The terms of both the Advisor Expense Support Agreement and the Property Manager Expense Support Agreement (‘the Expense Support Agreements”) run through December 31, 2014, subject to the right of the Advisor or Property Manager to terminate their respective agreements upon 30 days’ written notice to the Company. No expense support agreements existed during the three months ended March 31, 2013. Since the vesting criteria is outside the control of the Advisor and Property Manager and involves both market conditions and counterparty performance conditions, the restricted stock shares will be treated as unissued for financial reporting purposes until the vesting criteria, as defined in the Expense Support Agreements, are met. | |||||||||||||||||
In exchange for services rendered and in consideration of the expense support provided, the Company will issue, within 45 days following each Determination Date, a number of shares of restricted stock equal to the quotient of the expense support amount provided by to the Advisor and Property Manager for the preceding quarter divided by the then-current public offering price per share of common stock, on the terms and conditions and subject to the restrictions set forth in the respective expense support agreements (“Expense Support Agreements”). Any amounts foregone, and for which restricted stock shares are issued, pursuant to the Expense Support Agreements will be permanently waived and the Company will have no obligation to pay such amounts to the Advisor or the Property Manager. The Restricted Stock is subordinated and forfeited to the extent that stockholders do not receive their original invested capital back with at least a 6% annualized return of investment upon ultimate liquidity of the company. | |||||||||||||||||
For the three months ended March 31, 2014, approximately $0.8 million in asset management fees were forgone in accordance with the terms of the Expense Support Agreements. In accordance therewith, the Company determined that approximately 0.08 million shares of restricted stock related to the three months ended March 31, 2014 were issuable to the Advisor (calculated as the $0.8 million in asset management fees divided by the $10.14 offering price per share of common stock). Since the vesting conditions were not met during the three months ended March 31, 2014, no fair value was assigned to the restricted stock shares accepted by the Advisor in exchange for providing asset management fees as the shares were valued at zero, which represents the lowest possible value estimated at vesting. As a result, for accounting purposes, asset management fees were reduced by $0.8 million as a result of the expense support provided under the Advisor Expense Support Agreement. As of March 31, 2014, the Company had issued 0.05 million shares and had issuable an additional 0.09 million shares of restricted stock to the Advisor for Advisor Expense Support received from April 1, 2013 through December 31, 2013. As of March 31, 2014, the 0.05 million shares, that had been previously issued, were treated as unissued for financial reporting purposes because the vesting criteria had not been met through March 31, 2014. | |||||||||||||||||
As of March 31, 2014, the Advisor had foregone a total of approximately $2.2 million in asset management fees under the terms of the Advisor expense support agreement and the Company had issued approximately 0.05 million restricted stock shares to the Advisor related to three months ended June 30, 2013 and had as issuable approximately 0.09 million and 0.08 million of additional shares of restricted stock related to three months ended December 31, 2013 and March 31, 2014, respectively, which will be issued during the second quarter of 2014. | |||||||||||||||||
For the three months ended March 31, 2014, the Advisor had received approximately $4,900 and 358 shares in the form of cash and stock distributions, respectively, related to previously issued restricted shares. These distributions have been recognized as compensation expense and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | |||||||||||||||||
No property management fees or specified expenses were forgone for the three months ended March 31, 2014. As of March 31, 2014, no shares of restricted stock had been issued to the Property Manager nor was the Property Manager entitled to any dividends during the three months ended March 31, 2014. | |||||||||||||||||
For the three months ended March 31, 2014 and 2013, the Company incurred the following fees in connection with its Offering (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Selling commissions (1) | $ | 2,453 | $ | 1,696 | |||||||||||||
Marketing support fees (1) | 2,584 | 2,171 | |||||||||||||||
$ | 5,037 | $ | 3,867 | ||||||||||||||
For the three months ended March 31, 2014 and 2013, the Company incurred the following fees and reimbursable expenses as follows (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Reimbursable expense: | |||||||||||||||||
Offering costs (1) | $ | 826 | $ | 203 | |||||||||||||
Operating expenses (2) | 199 | 609 | |||||||||||||||
Acquisition fees and expenses | 235 | — | |||||||||||||||
1,260 | 812 | ||||||||||||||||
Investment services fees (3) | 4,046 | — | |||||||||||||||
Property management fees (4) | 460 | 308 | |||||||||||||||
Asset management fees (5) | 2,666 | 1,001 | |||||||||||||||
$ | 8,432 | $ | 2,121 | ||||||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity. | ||||||||||||||||
(2) | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(3) | For the three months ended March 31, 2014, the Company incurred approximately $4.0 million in investment services fees of which approximately $0.5 million was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred approximately $0.4 million in investment service fees, which was capitalized and included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheet. Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(4) | For the three months ended March 31, 2014 and 2013, the Company incurred approximately $0.5 million and $0.3 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.1 million and $0.07 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. | ||||||||||||||||
(5) | For the three months ended March 31, 2014, the Company incurred approximately $2.7 million in asset management fees and specified expenses, of which approximately $0.8 million in asset management fees were forgone in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million that have been capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred $1.0 million in asset management fees of which approximately $0.01 million in asset management fees was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. No amounts for the three months ended March 31, 2013 were forgone in accordance with the terms of the Expense Support Agreements. | ||||||||||||||||
As of March 31, 2014 and December 31, 2013, amounts due to related parties for fees and reimbursable costs and expenses described above were as follows (in thousands): | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Due to managing dealer: | |||||||||||||||||
Selling commissions | $ | 323 | $ | 71 | |||||||||||||
Marketing support fees | 282 | 70 | |||||||||||||||
605 | 141 | ||||||||||||||||
Due to property manager: | |||||||||||||||||
Property management fees | 426 | 322 | |||||||||||||||
426 | 322 | ||||||||||||||||
Due to the Advisor and its affiliates: | |||||||||||||||||
Reimbursable offering costs | 1,318 | 612 | |||||||||||||||
Reimbursable operating expenses | 1,185 | 1,053 | |||||||||||||||
Investment Services Fees | 897 | — | |||||||||||||||
Asset management fees | 1,819 | 894 | |||||||||||||||
Interest reserve account and other advances | 198 | 286 | |||||||||||||||
5,417 | 2,845 | ||||||||||||||||
$ | 6,448 | $ | 3,308 | ||||||||||||||
The Company incurs operating expenses which, in general, relate to administration of the Company on an ongoing basis. Pursuant to the advisory agreement, the Advisor shall reimburse the Company the amount by which the total operating expenses paid or incurred by the Company exceed, in any four consecutive fiscal quarters (an “Expense Year”) commencing with the Expense Year ending June 30, 2013, the greater of 2% of average invested assets or 25% of net income (as defined in the advisory agreement) (the “Limitation”), unless a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors (the “Expense Cap Test”). In performing the Expense Cap Test, the Company uses operating expenses on a GAAP basis after making adjustments for the benefit of expense support under the Expense Support Agreements. For the Expense Year ended March 31, 2014, the Company did not incur operating expenses in excess of the Limitation. | |||||||||||||||||
Organizational and offering costs become a liability to the Company only to the extent selling commissions, the marketing support fees and other organizational and offering costs do not exceed 15% of the gross proceeds of the Offering as described in Note 14. “Stockholders’ Equity.” As of March 31, 2014, there were no organizational and offering costs in excess of the 15% limitation that have been billed to the Company. | |||||||||||||||||
The Company maintains accounts at a bank in which the Company’s chairman serves as a director. The Company had additional deposits at that bank totaling approximately $0.2 million and $0.4 million as of March 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||
As of March 31, 2014, the Company has funded approximately $5.3 million of the total $6.2 million acquisition, development and construction loan (“ADC Loan”) to C4 Development, LLC (“Crosland Southeast”), a related party, for the development of an MOB in Rutland, Virginia. | |||||||||||||||||
Based on review and assessment of the transaction structure, the Company has determined that it holds a variable interest in Crosland Southeast through the ADC Loan; however, the Company further concluded that it is not the primary beneficiary of the HCA Rutland development as the Company does not have the power to direct the activities that most significantly impact economic performance of either Crosland Southeast or the HCA Rutland development. The Company’s maximum exposure to loss as a result of its involvement with this VIE is limited to the amounts funded under the ADC Loan, which totaled approximately $5.6 million as of March 31, 2014. The Company’s exposure is limited as a result of the Company’s collateralized interest in the HCA Rutland development. | |||||||||||||||||
The approximate $5.3 million of funding on the ADC Loan has been recorded as a note receivable from related party in the accompanying condensed consolidated balance sheets and is comprised of the following (in thousands): | |||||||||||||||||
Borrower (Description of Collateral Property) | Origination | Maturity | Interest | Loan Principal Balance as of | |||||||||||||
Date | Date (1) | Rate (2) | March 31, | December 31, | |||||||||||||
2014 | 2013 | ||||||||||||||||
Crosland Southeast (land development) | 6/27/13 | 6/27/14 | 16 | % | $ | 5,333 | $ | 3,741 | |||||||||
Loan origination costs, net | 20 | 84 | |||||||||||||||
Accrued interest (3) | 225 | 124 | |||||||||||||||
Total note receivable from related party | $ | 5,578 | $ | 3,949 | |||||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | The initial term of the ADC Loan is one year with an extension option of up to six months. | ||||||||||||||||
(2) | The interest rate is comprised of an 8% component that is paid monthly and an 8% component that is paid upon maturity of the ADC Loan. | ||||||||||||||||
(3) | Approximately $0.03 million of accrued interest represents monthly interest payments and approximately $0.2 million represents amounts that are due at maturity. Accrued interest is included in interest income on note receivable from related party in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
The fair value and carrying value of the Company’s note receivable from related party was approximately $5.3 million as of March 31, 2014 based on then-current rates and spreads that a market participant would expect to obtain for similar financings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair value related to the Company’s note receivable from related party is categorized as level 3 on the three-level fair value hierarchy. | |||||||||||||||||
The following is a schedule of future principal maturities for the note receivable from related party for the remainder of 2014, each of the next four years and thereafter, in the aggregate, as of March 31, 2014 (in thousands): | |||||||||||||||||
2014 | $ | 5,578 | |||||||||||||||
2015 | — | ||||||||||||||||
2016 | — | ||||||||||||||||
2017 | — | ||||||||||||||||
2018 | — | ||||||||||||||||
Thereafter | — | ||||||||||||||||
Total | $ | 5,578 | |||||||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||
Derivative Financial Instruments | ' | ||||||||||||||||||||||||||
12 | Derivative Financial Instruments | ||||||||||||||||||||||||||
The following table summarizes the terms of the forward interest rate swaps held by the Company or through its joint ventures and the asset (liability) that has been recorded (in thousands): | |||||||||||||||||||||||||||
Fair value asset (liability) as of | |||||||||||||||||||||||||||
Notional | Strike (1) | Credit | Trade | Maturity | March 31, | December 31, | |||||||||||||||||||||
amount | Spread (1) | date | date | 2014 | 2013 | ||||||||||||||||||||||
$ | 12,421 | (2) | 1.3 | % | 2.6 | % | 1/17/13 | 1/15/18 | $ | 57 | $ | 83 | |||||||||||||||
$ | 38,255 | (3) | 2.7 | % | 2.5 | % | 9/6/13 | 7/10/18 | $ | (706 | ) | $ | (590 | ) | |||||||||||||
$ | 26,067 | (3) | 2.8 | % | 2.5 | % | 9/6/13 | 8/29/18 | $ | (525 | ) | $ | (435 | ) | |||||||||||||
$ | 30,000 | (3) | 0.9 | % | 2.7 | % | 10/22/13 | 8/19/16 | $ | (20 | ) | $ | (10 | ) | |||||||||||||
$ | 29,952 | (3) | 1.1 | % | 4.3 | % | 11/13/13 | 5/31/16 | $ | (15 | ) | $ | (8 | ) | |||||||||||||
The following table summarizes the gross and net amounts of the Company’s forward interest rate swaps as presented in the accompanying condensed consolidated balance sheets (in thousands): | |||||||||||||||||||||||||||
Gross and net amounts of asset (liability) | Gross amounts in the | ||||||||||||||||||||||||||
presented in the accompanying | accompanying condensed consolidated | ||||||||||||||||||||||||||
condensed consolidated balance sheet | balance sheet as of March 31, 2014 | ||||||||||||||||||||||||||
as of March 31, 2014 | |||||||||||||||||||||||||||
Notional | Gross | Offset | Net | Financial | Cash | Net | |||||||||||||||||||||
amount | amount | amount | amount | Instruments | Collateral | Amount | |||||||||||||||||||||
$ | 12,421 | (2) | $ | 57 | $ | — | $ | 57 | $ | 57 | $ | — | $ | 57 | |||||||||||||
$ | 38,255 | (3) | $ | (706 | ) | $ | — | $ | (706 | ) | $ | (706 | ) | $ | — | $ | (706 | ) | |||||||||
$ | 26,067 | (3) | $ | (525 | ) | $ | — | $ | (525 | ) | $ | (525 | ) | $ | — | $ | (525 | ) | |||||||||
$ | 30,000 | (3) | $ | (20 | ) | $ | — | $ | (20 | ) | $ | (20 | ) | $ | — | $ | (20 | ) | |||||||||
$ | 29,952 | (3) | $ | (15 | ) | $ | — | $ | (15 | ) | $ | (15 | ) | $ | — | $ | (15 | ) | |||||||||
Gross and net amounts of asset (liability) | Gross amounts in the | ||||||||||||||||||||||||||
presented in the accompanying | accompanying condensed consolidated | ||||||||||||||||||||||||||
condensed consolidated balance sheet | balance sheet as of December 31, 2013 | ||||||||||||||||||||||||||
as of December 31, 2013 | |||||||||||||||||||||||||||
Notional | Gross | Offset | Net | Financial | Cash | Net | |||||||||||||||||||||
amount | amount | amount | amount | Instruments | Collateral | Amount | |||||||||||||||||||||
$ | 12,421 | (2) | $ | 83 | $ | — | $ | 83 | $ | 83 | $ | — | $ | 83 | |||||||||||||
$ | 38,255 | (3) | $ | (590 | ) | $ | — | $ | (590 | ) | $ | (590 | ) | $ | — | $ | (590 | ) | |||||||||
$ | 26,067 | (3) | $ | (435 | ) | $ | — | $ | (435 | ) | $ | (435 | ) | $ | — | $ | (435 | ) | |||||||||
$ | 30,000 | (3) | $ | (10 | ) | $ | — | $ | (10 | ) | $ | (10 | ) | $ | — | $ | (10 | ) | |||||||||
$ | 29,952 | (3) | $ | (8 | ) | $ | — | $ | (8 | ) | $ | (8 | ) | $ | — | $ | (8 | ) | |||||||||
FOOTNOTES: | |||||||||||||||||||||||||||
(1) | The all-in rates for each swap are equal to the sum of the Strike and Credit Spread detailed above. | ||||||||||||||||||||||||||
(2) | Amounts related to the swap held by the Montecito Joint Venture for which the proportionate amounts of fair value relative to the Company’s ownership percentage are included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||||||||
(3) | Amounts are included in other liabilities in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||||||||
The forward interest rate swaps are valued primarily based on inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, volatilities, and credit risks), and are classified as Level 2 in the fair value hierarchy. Determining fair value requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values of such instruments could, in turn, impact the Company’s or its joint venture’s results of operations. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||
13 | Stockholders’ Equity | ||||||||||||||||||
Public Offering — As of March 31, 2014 and December 31, 2013, the Company had received aggregate offering proceeds of approximately $659.1 million (65.9 million shares) and $568.9 million (57.0 million shares), respectively, including approximately $12.7 million (1.3 million shares) and $9.4 million (1.0 million shares), respectively, received through its Reinvestment Plan. | |||||||||||||||||||
Distributions — During the three months ended March 31, 2014 and 2013, the Company declared cash distributions of approximately $6.1 million and $2.1 million, respectively. In addition, the Company declared and made stock distributions of 454,950 and 157,449 shares of common stock for the three months ended March 31, 2014 and 2013, respectively, which are reflected for the purposes of earnings per share as being outstanding since the beginning of the earliest period presented. | |||||||||||||||||||
For the three months ended March 31, 2014, 20% of distributions were considered taxable for federal income tax purposes and 80% were considered a return of capital. For the three months ended March 31, 2013, 100% of distributions were considered a return of capital. No amounts distributed to stockholders for the three months ended March 31, 2014 and 2013 were required to be or have been treated by the Company as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in the Company’s advisory agreement. The distribution of new common shares to recipients is non-taxable. | |||||||||||||||||||
Refer to Note 11, “Related Party Arrangements,” for information on distributions paid to the Advisor in connection with restricted stock shares received under the Advisor Expense Support Agreement. | |||||||||||||||||||
Redemptions — During the three months ended March 31, 2014, the Company received requests for the redemption of an aggregate of 28,343 shares of common stock, all of which were approved for redemption at an average price of $9.13 and for a total of approximately $0.3 million, of which $0.2 million was paid in April 2014. Similarly, during the three months ended March 31, 2013, the Company received requests for the redemption of an aggregate of 23,565 shares of common stock, all of which were approved for redemption at an average price of $9.30 per share for a total of approximately $0.2 million. | |||||||||||||||||||
Other comprehensive loss — The following table reflects the effect of derivative financial instruments held by Company, or its equity method investments, and included in the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||||||||||||
Derivative Financial Instrument | Gain (loss) recognized in | Location of gain | Gain (loss) reclassified | ||||||||||||||||
other comprehensive loss on | (loss) reclassified | from | |||||||||||||||||
derivative financial instrument | into earnings | AOCI into earnings | |||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | |||||||||||||||||
Three Months ended | Three Months ended | ||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Interest rate swaps | $ | (223 | ) | $ | — | Not applicable | $ | — | $ | — | |||||||||
Interest rate swaps held by unconsolidated joint ventures | (26 | ) | (80 | ) | Not applicable | — | — | ||||||||||||
Total | $ | (249 | ) | $ | (80 | ) | $ | — | $ | — | |||||||||
Income_Taxes
Income Taxes | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
14 | Income Taxes | ||||||||||||||||
The components of the income tax benefit (expense) for the three months ended March 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Current: | |||||||||||||||||
Federal | $ | — | $ | — | |||||||||||||
State | 30 | — | |||||||||||||||
Total current benefit | 30 | — | |||||||||||||||
Deferred: | |||||||||||||||||
Federal | — | 13 | |||||||||||||||
State | — | — | |||||||||||||||
Total deferred benefit | — | 13 | |||||||||||||||
Income tax benefit | $ | 30 | $ | 13 | |||||||||||||
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of March 31, 2014 are as follows: | |||||||||||||||||
Carryforwards of net operating loss | $ | 806 | |||||||||||||||
Prepaid rent | 431 | ||||||||||||||||
Valuation allowance | (1,237 | ) | |||||||||||||||
Net deferred tax assets | $ | — | |||||||||||||||
A reconciliation of the income tax benefit (expense) computed at the statutory federal tax rate on income before income taxes is as follows (in thousands): | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Tax expense computed at federal statutory rate | $ | (4,394 | ) | (35.00 | %) | $ | (1,338 | ) | (35.00 | %) | |||||||
Benefit of REIT election | 4,394 | 35 | % | 1,351 | 35.35 | % | |||||||||||
State income tax benefit | 30 | 0.24 | % | — | 0 | % | |||||||||||
Income tax benefit | $ | 30 | 0.24 | % | $ | 13 | 0.35 | % | |||||||||
The tax years 2010 through 2013 remain subject to examination by taxing authorities throughout the United States. The Company analyzed its material tax positions and determined that it has not taken any uncertain tax positions. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments and Contingencies | ' | |
15 | Commitments and Contingencies | |
From time to time the Company may be exposed to litigation arising from operations of its business in the ordinary course of business. Management is not aware of any litigation that it believes will have a material adverse impact on the Company’s financial condition or results of operations. | ||
In October 2013, the Company entered into a purchase agreement to acquire a total of seven senior housing communities located in Texas and Illinois (collectively, the “South Bay II Communities”) for a total purchase price of approximately $187.2 million (subject to additional consideration as discussed in Note 9, “Contingent Purchase Price Consideration”). As of March 31, 2014, four of the properties had been acquired and total deposits of approximately $3.7 million had been funded as commitments to purchase the remaining four senior housing communities, which as of the date of this filing are non-refundable. The purchase price for the four remaining properties includes contingent purchase price consideration similar to the amounts discussed in Note 9, “Contingent Purchase Price Consideration.” There can be no assurance that any or all contingencies will be satisfied and that the transactions will ultimately be completed, which in either event the deposit would be applied toward the purchase price or forfeited. | ||
Refer to Note 4, “Real Estate Assets, net,” for additional information on the remaining development budgets for the Company’s senior housing developments. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Subsequent Events | ' | ||||||||||
16 | Subsequent Events | ||||||||||
Purchase of South Bay II Communities | |||||||||||
Subsequent to March 31, 2014, the Company acquired an additional three senior housing communities in Texas totaling approximately $72.7 million, which are comprised of the following properties: | |||||||||||
Name | Location | Structure | Date | Purchase | |||||||
Acquired | Price | ||||||||||
(in thousands) | |||||||||||
Isle at Watercrest – Bryan | Bryan, TX | Managed | 4/21/14 | $ | 21,000 | ||||||
Watercrest at Bryan | Bryan, TX | Managed | 4/21/14 | 26,700 | |||||||
Watercrest at Mansfield | Mansfield, TX | Managed | 5/5/14 | 25,000 | |||||||
$ | 72,700 | ||||||||||
The following summarizes the Company’s preliminary allocation of the purchase price for the above properties, and the estimated fair values of the assets acquired (in thousands): | |||||||||||
Land and land improvements | $ | 4,130 | |||||||||
Buildings and building improvements | 60,828 | ||||||||||
Furniture, fixtures and equipment | 2,816 | ||||||||||
In-place lease intangibles (1) | 6,261 | ||||||||||
Net assets acquired | 74,035 | ||||||||||
Contingent purchase price consideration | (1,335 | ) | |||||||||
Total purchase price consideration | $ | 72,700 | |||||||||
FOOTNOTES: | |||||||||||
(1) | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles is estimated at approximately 2.5 years. | ||||||||||
Refer to Note 3, “Acquisitions,” for the pro forma impact of these acquisitions on the Company’s results of operations for three months ended March 31, 2014 and 2013. | |||||||||||
Equity transactions | |||||||||||
The Company’s board of directors declared a monthly cash distribution of $0.0338 and a monthly stock distribution of 0.0025 shares on each outstanding share of common stock on April 1, 2014 and May 1, 2014. These distributions are to be paid and distributed by June 30, 2014. | |||||||||||
During the period April 1, 2014 through May 5, 2014, the Company received additional subscription proceeds of approximately $30.1 million (3.0 million shares). | |||||||||||
Debt transactions | |||||||||||
In April 2014, through its limited partnership, the Company modified the terms of its Revolving Credit Facility and exercised its option to increase the aggregate maximum principal amount available for borrowing from $240 million to $275 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation and Consolidation | ' |
Basis of Presentation and Consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the three months ended March 31, 2014 may not be indicative of the results that may be expected for the year ending December 31, 2014. Amounts as of December 31, 2013 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
The accompanying unaudited condensed consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation. | |
In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements. | |
Use of Estimates | ' |
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant assumptions are made in the allocation of purchase price, the analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted stock shares issued to the Advisor or Property Manager. Accordingly, actual results could differ from those estimates. | |
Promoted Interest Distributions | ' |
Promoted Interest Distributions – The Company accounts for distributions to holders of promoted interests in a manner similar to non-controlling interests. The Company identifies the distributions to holders of promoted interests separately within the accompanying condensed consolidated statements of stockholders’ equity. During the three months ended March 31, 2014, the Company made distributions of approximately $2 million to a holder of promoted interest related to HarborChase of Villages Crossing, which has been recorded as a reduction to capital in excess of par value in the accompanying condensed consolidated statement of stockholders’ equity. | |
Adopted Accounting Pronouncements | ' |
Adopted Accounting Pronouncements — In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date.” This update clarified the guidance in subtopic 405 and requires entities to measure obligations resulting from joint and several liability arrangements for which total obligation is fixed at the reporting date. Entities are required to measure the obligation as the amount that the reporting entity agreed to pay on the basis of its arrangement among its co-obligors plus any additional amount the reporting entity expects to pay on behalf of its co-obligors. Additionally, the guidance requires entities to disclose the nature and amount of the obligations as well as other information about those obligations. Effective January 1, 2014, the Company adopted this ASU. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows. | |
In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarified the guidance in subtopic 740 and requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward to the extent one is available. Effective January 1, 2014, the Company adopted this ASU. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements — In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This update changes the criteria for reporting discontinued operations where only disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, such as a major line of business or geographical area, should be presented as a discontinued operation. This ASU is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014 with early adoption permitted. The Company is currently evaluating the amendments of ASU 2014-08; however, these amendments are expected to impact the determination of whether any future property disposals qualify as discontinued operations, as well as requiring additional disclosures about any future discontinued operations. |
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Acquisitions of Properties | ' | ||||||||||
Real Estate Investment Properties — During the three months ended March 31, 2014, the Company acquired the following 10 properties, which were comprised of nine senior housing communities and one medical office building (“MOB”): | |||||||||||
Name | Location | Structure | Date | Purchase | |||||||
Acquired | Price | ||||||||||
(in thousands) | |||||||||||
Medical Office | |||||||||||
Scripps Medical Office Building | Chula Vista, CA | Modified Lease | 1/21/14 | $ | 17,863 | (1) | |||||
Senior Housing | |||||||||||
Pacific Northwest II Communities | |||||||||||
Prestige Senior Living Auburn Meadows | Auburn, WA | Managed | 2/3/14 | 21,930 | |||||||
Prestige Senior Living Bridgewood | Vancouver, WA | Managed | 2/3/14 | 22,096 | |||||||
Prestige Senior Living Monticello Park | Longview, WA | Managed | 2/3/14 | 27,360 | |||||||
Prestige Senior Living Rosemont | Yelm, WA | Managed | 2/3/14 | 16,877 | |||||||
Prestige Senior Living West Hills | Corvallis, OR | Managed | 3/3/14 | 14,986 | |||||||
South Bay II Communities (2) | |||||||||||
Isle at Cedar Ridge | Cedar Park, TX | Managed | 2/28/14 | 21,000 | |||||||
HarborChase of Plainfield | Plainfield, IL | Managed | 3/28/14 | 26,500 | |||||||
Legacy Ranch Alzheimer’s Special Care Center | Midland, TX | Managed | 3/28/14 | 11,500 | |||||||
The Springs Alzheimer’s Special Care Center | San Angelo, TX | Managed | 3/28/14 | 10,500 | |||||||
$ | 190,612 | ||||||||||
FOOTNOTES: | |||||||||||
-1 | This acquisition is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||||||||
-2 | Subsequent to March 31, 2014, the Company acquired three additional South Bay II Communities totaling approximately $72.7 million; see Note 16, “Subsequent Events,” for additional information. The Company is also committed to acquiring a fourth South Bay II Community for approximately $45 million; see Note 15, “Commitments and Contingencies.” | ||||||||||
Schedule of Purchase Price Allocation | ' | ||||||||||
The following summarizes the purchase price allocation for the above properties, and the estimated fair values of the assets acquired and liabilities assumed (in thousands): | |||||||||||
March 31, 2014 | |||||||||||
Land and land improvements | $ | 18,446 | |||||||||
Buildings and building improvements | 154,607 | ||||||||||
Furniture, fixtures and equipment | 5,572 | ||||||||||
Intangibles (1) | 15,259 | ||||||||||
Other liabilities | (702 | ) | |||||||||
Net assets acquired | 193,182 | ||||||||||
Contingent purchase price consideration (2) | (2,570 | ) | |||||||||
Total purchase price consideration | $ | 190,612 | |||||||||
FOOTNOTES: | |||||||||||
-1 | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles was approximately 3.0 years. The acquired lease intangibles were comprised of approximately $15.2 million of in-place lease intangibles and approximately $0.02 million of other lease intangibles. | ||||||||||
-2 | Amount included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2014; refer to Note 9, “Contingent Purchase Price Information” for additional information. | ||||||||||
TEXAS | ' | ||||||||||
Acquisitions of Properties | ' | ||||||||||
Subsequent to March 31, 2014, the Company acquired an additional three senior housing communities in Texas totaling approximately $72.7 million, which are comprised of the following properties: | |||||||||||
Name | Location | Structure | Date | Purchase | |||||||
Acquired | Price | ||||||||||
(in thousands) | |||||||||||
Isle at Watercrest – Bryan | Bryan, TX | Managed | 4/21/14 | $ | 21,000 | ||||||
Watercrest at Bryan | Bryan, TX | Managed | 4/21/14 | 26,700 | |||||||
Watercrest at Mansfield | Mansfield, TX | Managed | 5/5/14 | 25,000 | |||||||
$ | 72,700 | ||||||||||
Schedule of Purchase Price Allocation | ' | ||||||||||
The following summarizes the Company’s preliminary allocation of the purchase price for the above properties, and the estimated fair values of the assets acquired (in thousands): | |||||||||||
Land and land improvements | $ | 4,130 | |||||||||
Buildings and building improvements | 60,828 | ||||||||||
Furniture, fixtures and equipment | 2,816 | ||||||||||
In-place lease intangibles (1) | 6,261 | ||||||||||
Net assets acquired | 74,035 | ||||||||||
Contingent purchase price consideration | (1,335 | ) | |||||||||
Total purchase price consideration | $ | 72,700 | |||||||||
FOOTNOTES: | |||||||||||
(1) | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles is estimated at approximately 2.5 years. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Schedule of Unaudited Proforma Results of Operations | ' | ||||||||
The following table presents the unaudited pro forma results of operations for the Company as if each of the properties (including the additional South Bay II Communities acquired through the date of this filing) were acquired as of January 1, 2013 and owned during the three months ended March 31, 2014 and 2013 (in thousands except per share data): | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 40,372 | $ | 18,218 | |||||
Net loss (1) | $ | (10,135 | ) | $ | (14,699 | ) | |||
Income (loss) per share of common stock (basic and diluted) | $ | (0.15 | ) | $ | (0.49 | ) | |||
Weighted average number of shares of common stock outstanding (basic and diluted)(2) | 67,251 | 29,747 | |||||||
FOOTNOTES: | |||||||||
-1 | The pro forma results for the three months ended March 31, 2014, were adjusted to exclude approximately $7.8 million of acquisition related expenses directly attributable to the acquisition of the twelve properties, of which approximately $6.4 million was included in the condensed consolidated statement of operations for the three months ended March 31, 2014, and approximately $1.4 million was incurred subsequently related to the additional South Bay II Communities. The pro forma results for the three months ended March 31, 2013 were adjusted to include these charges as if the properties had been acquired on January 1, 2013. | ||||||||
-2 | As a result of the properties being treated as operational since January 1, 2013, the Company assumed approximately 6.0 million shares were issued as of January 1, 2013. Consequently the weighted average shares outstanding was adjusted to reflect this amount of shares being issued on January 1, 2013 instead of actual dates on which the shares were issued, and such shares were treated as outstanding as of the beginning of the period presented. |
Real_Estate_Assets_net_Tables
Real Estate Assets, net (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Schedule of Real Estate Investment Properties | ' | ||||||||||
The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of March 31, 2014 and December 31, 2013 are as follows (in thousands): | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Land and land improvements | $ | 77,641 | $ | 59,208 | |||||||
Building and building improvements | 936,789 | 783,260 | |||||||||
Tenant Improvements | 29 | — | |||||||||
Furniture, fixtures and equipment | 26,206 | 20,339 | |||||||||
Less: accumulated depreciation | (21,621 | ) | (14,016 | ) | |||||||
Real estate investment properties, net | 1,019,044 | 848,791 | |||||||||
Real estate under development, including land | 26,927 | 17,409 | |||||||||
Total real estate assets, net | $ | 1,045,971 | $ | 866,200 | |||||||
Under Development with Third-Party Developers | ' | ||||||||||
Schedule of Real Estate Investment Properties | ' | ||||||||||
As of March 31, 2014, three of the Company’s senior housing communities have real estate under development with third-party developers as follows (in thousands): | |||||||||||
Property Name (and Location) | Developer | Real Estate | Remaining | ||||||||
Development | Development | ||||||||||
Costs Incurred (1) | Budget (2) | ||||||||||
Dogwood Forest of Acworth | Solomon Senior Living Holdings, LLC | $ | 17,681 | $ | 7,582 | ||||||
(Acworth, GA) | |||||||||||
Raider Ranch | South Bay Partners, Ltd | 3,230 | 9,009 | ||||||||
(Lubbock, TX) | |||||||||||
Wellmore of Tega Cay | Maxwell Group, Inc. | 6,016 | 29,935 | ||||||||
(Tega Cay, SC) | |||||||||||
Total | $ | 26,927 | $ | 46,526 | |||||||
FOOTNOTES: | |||||||||||
(1) | This amount represents land and total capitalized costs for GAAP purposes for the acquisition, development and construction of the senior housing community as of March 31, 2014. Amounts include investment services fees, asset management fees, interest expense and other costs capitalized during the development period. | ||||||||||
(2) | This amount includes preleasing and marketing costs which will not be capitalized once incurred. |
Intangibles_net_Tables
Intangibles, net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Schedule of Net Book Value of Intangibles | ' | ||||||||
The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of March 31, 2014 and December 31, 2013 are as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
In-place lease intangibles | $ | 64,886 | $ | 49,642 | |||||
Above-market lease intangibles | 3,719 | 3,704 | |||||||
Below-market ground lease intangibles | 4,153 | 4,153 | |||||||
Less: accumulated amortization | (9,547 | ) | (5,099 | ) | |||||
Intangible assets, net | $ | 63,211 | $ | 52,400 | |||||
Below-market lease intangibles | $ | (3,689 | ) | $ | (2,987 | ) | |||
Above-market ground lease intangibles | (317 | ) | (317 | ) | |||||
Less: accumulated amortization | 300 | 168 | |||||||
Intangible liabilities, net | $ | (3,706 | ) | $ | (3,136 | ) | |||
Schedule of Estimated Future Amortization | ' | ||||||||
The estimated future amortization on the Company’s intangibles for the remainder of 2014, each of the next four years and thereafter, in the aggregate, as of March 31, 2014 is as follows (in thousands): | |||||||||
Assets | Liabilities | ||||||||
2014 | $ | 15,530 | $ | (432 | ) | ||||
2015 | 18,811 | (520 | ) | ||||||
2016 | 9,737 | (481 | ) | ||||||
2017 | 3,534 | (445 | ) | ||||||
2018 | 3,033 | (376 | ) | ||||||
Thereafter | 12,566 | (1,452 | ) | ||||||
$ | 63,211 | $ | (3,706 | ) | |||||
Operating_Leases_Tables
Operating Leases (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Schedule of Future Minimum Lease Payments | ' | ||||
The following are future minimum lease payments to be received under non-cancellable operating leases for the remainder of 2014, each of the next four years and thereafter, as of March 31, 2014 (in thousands): | |||||
2014 | $ | 28,270 | |||
2015 | 36,397 | ||||
2016 | 34,786 | ||||
2017 | 33,862 | ||||
2018 | 33,283 | ||||
Thereafter | 129,577 | ||||
$ | 296,175 | ||||
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Aggregate Carrying Amount and Major Classifications of Consolidated Assets | ' | ||||||||
The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company as of March 31, 2014 and December 31, 2013 are as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Assets: | |||||||||
Real estate investment properties, net | $ | 70,198 | $ | 72,053 | |||||
Real estate under development, including land | $ | 26,387 | $ | 16,210 | |||||
Intangibles, net | $ | 4,330 | $ | 4,535 | |||||
Cash | $ | 564 | $ | 727 | |||||
Loan costs, net | $ | 1,167 | $ | 912 | |||||
Other | $ | 802 | $ | 382 | |||||
Liabilities: | |||||||||
Mortgages and other notes payable | $ | 59,179 | $ | 52,596 | |||||
Accounts payable and accrued expenses | $ | 215 | $ | 309 | |||||
Accrued development costs | $ | 3,149 | $ | 7,047 | |||||
Other liabilities | $ | 1,173 | $ | 939 | |||||
Due to related parties | $ | 120 | $ | 112 | |||||
Unconsolidated_Entities_Tables
Unconsolidated Entities (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Summarized Operating Data of Unconsolidated Entities | ' | ||||||||||||||||
The following presents financial information for each of the Company’s unconsolidated entities for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||||||||||
For the three months ended March 31, 2014 | |||||||||||||||||
Montecito | CHTSunIV (2) | Windsor | Total | ||||||||||||||
Manor (3) | |||||||||||||||||
Revenues | $ | 530 | $ | — | $ | 1,849 | $ | 2,379 | |||||||||
Operating income | $ | 179 | $ | — | $ | 312 | $ | 491 | |||||||||
Net income (loss) | $ | 78 | $ | — | $ | (95 | ) | $ | (17 | ) | |||||||
Loss allocable to other venture partners (1) | $ | 8 | $ | — | $ | (380 | ) | $ | (372 | ) | |||||||
Income allocable to the Company (1) | $ | 70 | $ | — | $ | 285 | $ | 355 | |||||||||
Amortization of capitalized acquisition costs | (2 | ) | — | (4 | ) | (6 | ) | ||||||||||
Equity in earnings of unconsolidated entities | $ | 68 | $ | — | $ | 281 | $ | 349 | |||||||||
Distributions declared to the Company | $ | 172 | $ | — | $ | 284 | $ | 456 | |||||||||
Distributions received by the Company | $ | 171 | $ | — | $ | 379 | $ | 550 | |||||||||
For the three months ended March 31, 2013 | |||||||||||||||||
Montecito (5) | CHTSunIV | Windsor | Total | ||||||||||||||
Manor (3) | |||||||||||||||||
Revenues | $ | 356 | $ | 11,924 | $ | 1,223 | $ | 13,503 | |||||||||
Operating income (loss) (4) | $ | (213 | ) | $ | 1,573 | $ | (80 | ) | $ | 1,280 | |||||||
Net loss | $ | (293 | ) | $ | (426 | ) | $ | (173 | ) | $ | (892 | ) | |||||
Loss allocable to other venture partners (1) | $ | (29 | ) | $ | (858 | ) | $ | (306 | ) | $ | (1,193 | ) | |||||
Income (loss) allocable to the Company (1) | $ | (264 | ) | $ | 432 | $ | 133 | $ | 301 | ||||||||
Amortization of capitalized acquisition costs | (2 | ) | (18 | ) | (3 | ) | (23 | ) | |||||||||
Equity in earnings (loss) of unconsolidated entities | $ | (266 | ) | $ | 414 | $ | 130 | $ | 278 | ||||||||
Distributions declared to the Company | $ | — | $ | 1,482 | $ | 175 | $ | 1,657 | |||||||||
Distributions received by the Company | $ | — | $ | 1,468 | $ | 49 | $ | 1,517 | |||||||||
FOOTNOTES: | |||||||||||||||||
-1 | Income (loss) is allocated between the Company and its joint venture partner using the HLBV method of accounting. | ||||||||||||||||
-2 | In July 2013, the Company completed the sale of its joint venture membership interest in CHTSunIV. | ||||||||||||||||
-3 | In April 2013, the joint venture acquired two additional senior housing communities. | ||||||||||||||||
-4 | Includes approximately $0.3 million of non-recurring acquisition expenses incurred by Montecito for the three months ended March 31, 2013. | ||||||||||||||||
-5 | Represents operating results from the date of acquisition through the end of the periods presented. |
Contingent_Purchase_Price_Cons1
Contingent Purchase Price Consideration (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Fair Value of Contingent Purchase Price Consideration Related to Yield Guaranty on Capital Health Communities | ' | ||||||||
The following table provides a roll-forward of the fair value of the contingent purchase price consideration related to the Yield Guaranty on the Capital Health Communities for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 4,488 | $ | 2,664 | |||||
Contingent consideration in connection with acquisition | — | — | |||||||
Yield Guaranty payment received from seller (1) | (2,300 | ) | — | ||||||
Change in fair value | — | — | |||||||
Ending balance | $ | 2,188 | $ | 2,664 | |||||
FOOTNOTES: | |||||||||
(1) | The Company expects to receive an additional $0.3 million in payment on the Yield Guaranty during the second quarter of 2014. Pursuant to the related escrow agreement, the total $2.6 million of Yield Guaranty payments received from seller will be paid to the related lender as a principal reduction on the mortgage loan related to the Capital Health Communities. |
Indebtedness_Tables
Indebtedness (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Details of Indebtedness | ' | ||||||||
The following table provides details of the Company’s indebtedness as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Mortgages payable and other notes payable: | |||||||||
Fixed rate debt | $ | 352,268 | $ | 290,817 | |||||
Variable rate debt (1) | 153,675 | 147,290 | |||||||
Total mortgages and other notes payable | 505,943 | 438,107 | |||||||
Revolving Credit Facility | 151,995 | 98,500 | |||||||
Total borrowings | $ | 657,938 | $ | 536,607 | |||||
FOOTNOTE: | |||||||||
-1 | As of March 31, 2014 and December 31, 2013, approximately $124.3 million has been swapped to fixed rates with notional amounts that begin to settle in 2015 and continue through the maturity date of the respective loan (ranging from 2016 through 2018). | ||||||||
Schedule of Future Principal Payments and Maturity | ' | ||||||||
Maturities of indebtedness for the remainder of 2014 and each of the next four years and thereafter, in the aggregate, as of March 31, 2014 are as follows (in thousands): | |||||||||
2014 | $ | 6,767 | |||||||
2015 | 11,635 | ||||||||
2016 | 226,702 | ||||||||
2017 | 26,918 | ||||||||
2018 | 269,346 | ||||||||
Thereafter | 116,570 | ||||||||
$ | 657,938 | ||||||||
Related_Party_Arrangements_Tab
Related Party Arrangements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Related Party Arrangement, Fees and Expenses Incurred | ' | ||||||||||||||||
For the three months ended March 31, 2014 and 2013, the Company incurred the following fees and reimbursable expenses as follows (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Reimbursable expense: | |||||||||||||||||
Offering costs (1) | $ | 826 | $ | 203 | |||||||||||||
Operating expenses (2) | 199 | 609 | |||||||||||||||
Acquisition fees and expenses | 235 | — | |||||||||||||||
1,260 | 812 | ||||||||||||||||
Investment services fees (3) | 4,046 | — | |||||||||||||||
Property management fees (4) | 460 | 308 | |||||||||||||||
Asset management fees (5) | 2,666 | 1,001 | |||||||||||||||
$ | 8,432 | $ | 2,121 | ||||||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity. | ||||||||||||||||
(2) | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(3) | For the three months ended March 31, 2014, the Company incurred approximately $4.0 million in investment services fees of which approximately $0.5 million was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred approximately $0.4 million in investment service fees, which was capitalized and included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheet. Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(4) | For the three months ended March 31, 2014 and 2013, the Company incurred approximately $0.5 million and $0.3 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.1 million and $0.07 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. | ||||||||||||||||
(5) | For the three months ended March 31, 2014, the Company incurred approximately $2.7 million in asset management fees and specified expenses, of which approximately $0.8 million in asset management fees were forgone in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million that have been capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred $1.0 million in asset management fees of which approximately $0.01 million in asset management fees was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. No amounts for the three months ended March 31, 2013 were forgone in accordance with the terms of the Expense Support Agreements. | ||||||||||||||||
Funding on ADC Loan as Note Receivable from Related Parties | ' | ||||||||||||||||
The approximate $5.3 million of funding on the ADC Loan has been recorded as a note receivable from related party in the accompanying condensed consolidated balance sheets and is comprised of the following (in thousands): | |||||||||||||||||
Borrower (Description of Collateral Property) | Origination | Maturity | Interest | Loan Principal Balance as of | |||||||||||||
Date | Date (1) | Rate (2) | March 31, | December 31, | |||||||||||||
2014 | 2013 | ||||||||||||||||
Crosland Southeast (land development) | 6/27/13 | 6/27/14 | 16 | % | $ | 5,333 | $ | 3,741 | |||||||||
Loan origination costs, net | 20 | 84 | |||||||||||||||
Accrued interest (3) | 225 | 124 | |||||||||||||||
Total note receivable from related party | $ | 5,578 | $ | 3,949 | |||||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | The initial term of the ADC Loan is one year with an extension option of up to six months. | ||||||||||||||||
(2) | The interest rate is comprised of an 8% component that is paid monthly and an 8% component that is paid upon maturity of the ADC Loan. | ||||||||||||||||
(3) | Approximately $0.03 million of accrued interest represents monthly interest payments and approximately $0.2 million represents amounts that are due at maturity. Accrued interest is included in interest income on note receivable from related party in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
Schedule of Future Principal Maturities | ' | ||||||||||||||||
The following is a schedule of future principal maturities for the note receivable from related party for the remainder of 2014, each of the next four years and thereafter, in the aggregate, as of March 31, 2014 (in thousands): | |||||||||||||||||
2014 | $ | 5,578 | |||||||||||||||
2015 | — | ||||||||||||||||
2016 | — | ||||||||||||||||
2017 | — | ||||||||||||||||
2018 | — | ||||||||||||||||
Thereafter | — | ||||||||||||||||
Total | $ | 5,578 | |||||||||||||||
Public Offering | ' | ||||||||||||||||
Related Party Arrangement, Fees and Expenses Incurred | ' | ||||||||||||||||
For the three months ended March 31, 2014 and 2013, the Company incurred the following fees in connection with its Offering (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Selling commissions (1) | $ | 2,453 | $ | 1,696 | |||||||||||||
Marketing support fees (1) | 2,584 | 2,171 | |||||||||||||||
$ | 5,037 | $ | 3,867 | ||||||||||||||
Property Manager | ' | ||||||||||||||||
Related Party Arrangement, Fees and Expenses Incurred | ' | ||||||||||||||||
As of March 31, 2014 and December 31, 2013, amounts due to related parties for fees and reimbursable costs and expenses described above were as follows (in thousands): | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Due to managing dealer: | |||||||||||||||||
Selling commissions | $ | 323 | $ | 71 | |||||||||||||
Marketing support fees | 282 | 70 | |||||||||||||||
605 | 141 | ||||||||||||||||
Due to property manager: | |||||||||||||||||
Property management fees | 426 | 322 | |||||||||||||||
426 | 322 | ||||||||||||||||
Due to the Advisor and its affiliates: | |||||||||||||||||
Reimbursable offering costs | 1,318 | 612 | |||||||||||||||
Reimbursable operating expenses | 1,185 | 1,053 | |||||||||||||||
Investment Services Fees | 897 | — | |||||||||||||||
Asset management fees | 1,819 | 894 | |||||||||||||||
Interest reserve account and other advances | 198 | 286 | |||||||||||||||
5,417 | 2,845 | ||||||||||||||||
$ | 6,448 | $ | 3,308 | ||||||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||
Summary of Gross and Net Amounts of Interest Rate Swap Derivatives Presented in Condensed Consolidated Balance Sheet | ' | ||||||||||||||||||||||||||
The following table summarizes the terms of the forward interest rate swaps held by the Company or through its joint ventures and the asset (liability) that has been recorded (in thousands): | |||||||||||||||||||||||||||
Fair value asset (liability) as of | |||||||||||||||||||||||||||
Notional | Strike (1) | Credit | Trade | Maturity | March 31, | December 31, | |||||||||||||||||||||
amount | Spread (1) | date | date | 2014 | 2013 | ||||||||||||||||||||||
$ | 12,421 | (2) | 1.3 | % | 2.6 | % | 1/17/13 | 1/15/18 | $ | 57 | $ | 83 | |||||||||||||||
$ | 38,255 | (3) | 2.7 | % | 2.5 | % | 9/6/13 | 7/10/18 | $ | (706 | ) | $ | (590 | ) | |||||||||||||
$ | 26,067 | (3) | 2.8 | % | 2.5 | % | 9/6/13 | 8/29/18 | $ | (525 | ) | $ | (435 | ) | |||||||||||||
$ | 30,000 | (3) | 0.9 | % | 2.7 | % | 10/22/13 | 8/19/16 | $ | (20 | ) | $ | (10 | ) | |||||||||||||
$ | 29,952 | (3) | 1.1 | % | 4.3 | % | 11/13/13 | 5/31/16 | $ | (15 | ) | $ | (8 | ) | |||||||||||||
Interest Rate Swap and Proportion of Fair Value Relative to Company's Ownership Percentage | ' | ||||||||||||||||||||||||||
The following table summarizes the gross and net amounts of the Company’s forward interest rate swaps as presented in the accompanying condensed consolidated balance sheets (in thousands): | |||||||||||||||||||||||||||
Gross and net amounts of asset (liability) | Gross amounts in the | ||||||||||||||||||||||||||
presented in the accompanying | accompanying condensed consolidated | ||||||||||||||||||||||||||
condensed consolidated balance sheet | balance sheet as of March 31, 2014 | ||||||||||||||||||||||||||
as of March 31, 2014 | |||||||||||||||||||||||||||
Notional | Gross | Offset | Net | Financial | Cash | Net | |||||||||||||||||||||
amount | amount | amount | amount | Instruments | Collateral | Amount | |||||||||||||||||||||
$ | 12,421 | (2) | $ | 57 | $ | — | $ | 57 | $ | 57 | $ | — | $ | 57 | |||||||||||||
$ | 38,255 | (3) | $ | (706 | ) | $ | — | $ | (706 | ) | $ | (706 | ) | $ | — | $ | (706 | ) | |||||||||
$ | 26,067 | (3) | $ | (525 | ) | $ | — | $ | (525 | ) | $ | (525 | ) | $ | — | $ | (525 | ) | |||||||||
$ | 30,000 | (3) | $ | (20 | ) | $ | — | $ | (20 | ) | $ | (20 | ) | $ | — | $ | (20 | ) | |||||||||
$ | 29,952 | (3) | $ | (15 | ) | $ | — | $ | (15 | ) | $ | (15 | ) | $ | — | $ | (15 | ) | |||||||||
Gross and net amounts of asset (liability) | Gross amounts in the | ||||||||||||||||||||||||||
presented in the accompanying | accompanying condensed consolidated | ||||||||||||||||||||||||||
condensed consolidated balance sheet | balance sheet as of December 31, 2013 | ||||||||||||||||||||||||||
as of December 31, 2013 | |||||||||||||||||||||||||||
Notional | Gross | Offset | Net | Financial | Cash | Net | |||||||||||||||||||||
amount | amount | amount | amount | Instruments | Collateral | Amount | |||||||||||||||||||||
$ | 12,421 | (2) | $ | 83 | $ | — | $ | 83 | $ | 83 | $ | — | $ | 83 | |||||||||||||
$ | 38,255 | (3) | $ | (590 | ) | $ | — | $ | (590 | ) | $ | (590 | ) | $ | — | $ | (590 | ) | |||||||||
$ | 26,067 | (3) | $ | (435 | ) | $ | — | $ | (435 | ) | $ | (435 | ) | $ | — | $ | (435 | ) | |||||||||
$ | 30,000 | (3) | $ | (10 | ) | $ | — | $ | (10 | ) | $ | (10 | ) | $ | — | $ | (10 | ) | |||||||||
$ | 29,952 | (3) | $ | (8 | ) | $ | — | $ | (8 | ) | $ | (8 | ) | $ | — | $ | (8 | ) | |||||||||
FOOTNOTES: | |||||||||||||||||||||||||||
(1) | The all-in rates for each swap are equal to the sum of the Strike and Credit Spread detailed above. | ||||||||||||||||||||||||||
(2) | Amounts related to the swap held by the Montecito Joint Venture for which the proportionate amounts of fair value relative to the Company’s ownership percentage are included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||||||||
(3) | Amounts are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Effect of Derivative Financial Instruments | ' | ||||||||||||||||||
The following table reflects the effect of derivative financial instruments held by Company, or its equity method investments, and included in the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||||||||||||
Derivative Financial Instrument | Gain (loss) recognized in | Location of gain | Gain (loss) reclassified | ||||||||||||||||
other comprehensive loss on | (loss) reclassified | from | |||||||||||||||||
derivative financial instrument | into earnings | AOCI into earnings | |||||||||||||||||
(Effective Portion) | (Effective Portion) | (Effective Portion) | |||||||||||||||||
Three Months ended | Three Months ended | ||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Interest rate swaps | $ | (223 | ) | $ | — | Not applicable | $ | — | $ | — | |||||||||
Interest rate swaps held by unconsolidated joint ventures | (26 | ) | (80 | ) | Not applicable | — | — | ||||||||||||
Total | $ | (249 | ) | $ | (80 | ) | $ | — | $ | — | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Components of Income Tax Benefit (Expense) | ' | ||||||||||||||||
The components of the income tax benefit (expense) for the three months ended March 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Current: | |||||||||||||||||
Federal | $ | — | $ | — | |||||||||||||
State | 30 | — | |||||||||||||||
Total current benefit | 30 | — | |||||||||||||||
Deferred: | |||||||||||||||||
Federal | — | 13 | |||||||||||||||
State | — | — | |||||||||||||||
Total deferred benefit | — | 13 | |||||||||||||||
Income tax benefit | $ | 30 | $ | 13 | |||||||||||||
Significant Components of Deferred Tax Assets | ' | ||||||||||||||||
Significant components of the Company’s deferred tax assets as of March 31, 2014 are as follows: | |||||||||||||||||
Carryforwards of net operating loss | $ | 806 | |||||||||||||||
Prepaid rent | 431 | ||||||||||||||||
Valuation allowance | (1,237 | ) | |||||||||||||||
Net deferred tax assets | $ | — | |||||||||||||||
Reconciliation of Income Tax Benefit (Expense) | ' | ||||||||||||||||
A reconciliation of the income tax benefit (expense) computed at the statutory federal tax rate on income before income taxes is as follows (in thousands): | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Tax expense computed at federal statutory rate | $ | (4,394 | ) | (35.00 | %) | $ | (1,338 | ) | (35.00 | %) | |||||||
Benefit of REIT election | 4,394 | 35 | % | 1,351 | 35.35 | % | |||||||||||
State income tax benefit | 30 | 0.24 | % | — | 0 | % | |||||||||||
Income tax benefit | $ | 30 | 0.24 | % | $ | 13 | 0.35 | % | |||||||||
Organization_Additional_Inform
Organization - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Jun. 27, 2011 | Jun. 27, 2011 |
IPO | |||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' | ' | ' | ' |
CNL properties Trust, Inc. organized date | 8-Jun-10 | ' | ' | ' | ' |
Subscriptions received for common stock | $90,188 | $387,363 | ' | ' | $3,000,000 |
Face amount or stated value of common stock per share | $0.01 | ' | $0.01 | $10 | ' |
Common stock offering price per share | ' | ' | ' | $10.14 | ' |
Offering price for reinvestment plan | ' | ' | ' | $9.64 | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
Property | Property | ||
Business Acquisition [Line Items] | ' | ' | ' |
Number of properties acquired | ' | 10 | 0 |
Revenues attributable to properties | ' | $3.30 | ' |
Net income (loss) attributable to properties | ' | -6.4 | ' |
Purchase price of land | 2.8 | ' | ' |
Maximum development budget | $35.60 | ' | ' |
Senior Housing | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Number of properties acquired | ' | 9 | ' |
Medical Office | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Number of properties acquired | ' | 1 | ' |
Acquisitions_of_Properties_Det
Acquisitions of Properties (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
Business Acquisition [Line Items] | ' | |
Purchase Price | $190,612 | |
Scripps Medical Office Building | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Chula Vista, CA | |
Structure | 'Modified Lease | |
Date Acquired | 21-Jan-14 | |
Purchase Price | 17,863 | [1] |
Prestige Senior Living Auburn Meadows | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Auburn, WA | |
Structure | 'Managed | |
Date Acquired | 3-Feb-14 | |
Purchase Price | 21,930 | |
Prestige Senior Living Bridgewood | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Vancouver, WA | |
Structure | 'Managed | |
Date Acquired | 3-Feb-14 | |
Purchase Price | 22,096 | |
Prestige Senior Living Monticello Park | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Longview, WA | |
Structure | 'Managed | |
Date Acquired | 3-Feb-14 | |
Purchase Price | 27,360 | |
Prestige Senior Living Rosemont | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Yelm, WA | |
Structure | 'Managed | |
Date Acquired | 3-Feb-14 | |
Purchase Price | 16,877 | |
Prestige Senior Living West Hills | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Corvallis, OR | |
Structure | 'Managed | |
Date Acquired | 3-Mar-14 | |
Purchase Price | 14,986 | |
Isle at Cedar Ridge | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Cedar Park, TX | [2] |
Structure | 'Managed | [2] |
Date Acquired | 28-Feb-14 | [2] |
Purchase Price | 21,000 | [2] |
HarborChase of Plainfield | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Plainfield, IL | [2] |
Structure | 'Managed | [2] |
Date Acquired | 28-Mar-14 | [2] |
Purchase Price | 26,500 | [2] |
Legacy Ranch Alzheimer's Special Care Center | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'Midland, TX | [2] |
Structure | 'Managed | [2] |
Date Acquired | 28-Mar-14 | [2] |
Purchase Price | 11,500 | [2] |
The Springs Alzheimer's Special Care Center | ' | |
Business Acquisition [Line Items] | ' | |
Location | 'San Angelo, TX | [2] |
Structure | 'Managed | [2] |
Date Acquired | 28-Mar-14 | [2] |
Purchase Price | $10,500 | [2] |
[1] | This acquisition is not considered material to the Company and as such no pro forma financial information has been included related to this property. | |
[2] | Subsequent to March 31, 2014, the Company acquired three additional South Bay II Communities totaling approximately $72.7 million; see Note 16, "Subsequent Events," for additional information. The Company is also committed to acquiring a fourth South Bay II Community for approximately $45 million; see Note 15, "Commitments and Contingencies." |
Acquisitions_of_Properties_Par
Acquisitions of Properties (Parenthetical) (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | 12-May-14 | 12-May-14 |
Subsequent Event | Subsequent Event | ||
South Bay II Communities | |||
Business Acquisition [Line Items] | ' | ' | ' |
Purchase Price | $190,612 | $72,700 | $45,000 |
Schedule_of_Purchase_Price_All
Schedule of Purchase Price Allocation (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ' | |
Land and land improvements | $18,446 | |
Buildings and building improvements | 154,607 | |
Furniture, fixtures and equipment | 5,572 | |
Intangibles | 15,259 | [1] |
Other liabilities | -702 | |
Net assets acquired | 193,182 | |
Contingent purchase price consideration | -2,570 | [2] |
Total purchase price consideration | $190,612 | |
[1] | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles was approximately 3.0 years. The acquired lease intangibles were comprised of approximately $15.2 million of in-place lease intangibles and approximately $0.02 million of other lease intangibles. | |
[2] | Amount included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2014; refer to Note 9, "Contingent Purchase Price Information" for additional information. |
Schedule_of_Purchase_Price_All1
Schedule of Purchase Price Allocation (Parenthetical) (Detail) (USD $) | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | 12-May-14 | Mar. 31, 2014 |
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ' | ' |
Weighted-average amortization period on the acquired lease intangibles | '2 years 6 months | '3 years |
Acquired lease intangibles | ' | $15.20 |
Acquired other lease intangibles | ' | $0.02 |
Schedule_of_Unaudited_Proforma
Schedule of Unaudited Proforma Results of Operations (Detail) (USD $) | 3 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ||
Revenues | $40,372 | $18,218 | ||
Net loss | ($10,135) | [1] | ($14,699) | [1] |
Income (loss) per share of common stock (basic and diluted) | ($0.15) | ($0.49) | ||
Weighted average number of shares of common stock outstanding (basic and diluted) | 67,251 | [2] | 29,747 | [2] |
[1] | The pro forma results for the three months ended March 31, 2014, were adjusted to exclude approximately $7.8 million of acquisition related expenses directly attributable to the acquisition of the twelve properties, of which approximately $6.4 million was included in the condensed consolidated statement of operations for the three months ended March 31, 2014, and approximately $1.4 million was incurred subsequently related to the additional South Bay II Communities. The pro forma results for the three months ended March 31, 2013 were adjusted to include these charges as if the properties had been acquired on January 1, 2013. | |||
[2] | As a result of the properties being treated as operational since January 1, 2013, the Company assumed approximately 6.0 million shares were issued as of January 1, 2013. Consequently the weighted average shares outstanding was adjusted to reflect this amount of shares being issued on January 1, 2013 instead of actual dates on which the shares were issued, and such shares were treated as outstanding as of the beginning of the period presented. |
Schedule_of_Unaudited_Proforma1
Schedule of Unaudited Proforma Results of Operations (Parenthetical) (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
In Thousands, except Share data in Millions, unless otherwise specified | Jan. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 12-May-14 | Mar. 31, 2014 |
Operating expenses | Subsequent Event | Acquisition-related Costs | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ' | ' |
Acquisition fees and expenses | ' | $7,205 | $578 | $6,400 | $1,400 | $7,800 |
Shares issued to fund acquisition | 6 | ' | ' | ' | ' | ' |
Schedule_of_Real_Estate_Invest
Schedule of Real Estate Investment Properties (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real Estate Properties [Line Items] | ' | ' |
Land and land improvements | $77,641 | $59,208 |
Building and building improvements | 936,789 | 783,260 |
Tenant Improvements | 29 | ' |
Furniture, fixtures and equipment | 26,206 | 20,339 |
Less: accumulated depreciation | -21,621 | -14,016 |
Real estate investment properties, net | 1,019,044 | 848,791 |
Real estate under development, including land | 26,927 | 17,409 |
Total real estate assets, net | $1,045,971 | $866,200 |
Real_Estate_Asset_Net_Addition
Real Estate Asset Net - Additional Information (Detail) (Real Estate Investment Properties, USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Real Estate Investment Properties | ' | ' |
Real Estate Properties [Line Items] | ' | ' |
Depreciation expense | $7.60 | $1.80 |
Real_Estates_under_Development
Real Estates under Development with Third-Party Developers (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
Real Estate Properties [Line Items] | ' | |
Real Estate Development Costs Incurred | $26,927 | [1] |
Remaining Development Budget | 46,526 | [2] |
Dogwood Forest of Acworth (Acworth, GA) | ' | |
Real Estate Properties [Line Items] | ' | |
Developer | 'Solomon Senior Living Holdings, LLC | |
Real Estate Development Costs Incurred | 17,681 | [1] |
Remaining Development Budget | 7,582 | [2] |
Raider Ranch (Lubbock, TX) | ' | |
Real Estate Properties [Line Items] | ' | |
Developer | 'South Bay Partners, Ltd | |
Real Estate Development Costs Incurred | 3,230 | [1] |
Remaining Development Budget | 9,009 | [2] |
Wellmore of Tega Cay (Tega Cay, SC) | ' | |
Real Estate Properties [Line Items] | ' | |
Developer | 'Maxwell Group, Inc. | |
Real Estate Development Costs Incurred | 6,016 | [1] |
Remaining Development Budget | $29,935 | [2] |
[1] | This amount represents land and total capitalized costs for GAAP purposes for the acquisition, development and construction of the senior housing community as of March 31, 2014. Amounts include investment services fees, asset management fees, interest expense and other costs capitalized during the development period. | |
[2] | This amount includes preleasing and marketing costs which will not be capitalized once incurred. |
Schedule_of_Net_Book_Value_of_
Schedule of Net Book Value of Intangibles (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Less: accumulated amortization, assets | ($9,547) | ($5,099) | ' |
Intangible assets, net | 63,211 | 52,400 | ' |
Less: accumulated amortization, liabilities | 300 | 168 | ' |
Intangible liabilities, net | -3,706 | -3,136 | 0 |
In place lease intangibles | ' | ' | ' |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Gross carrying amount, assets | 64,886 | 49,642 | ' |
Above-market lease intangibles | ' | ' | ' |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Gross carrying amount, assets | 3,719 | 3,704 | ' |
Gross carrying amount, liabilities | -317 | -317 | ' |
Below-market ground lease intangibles | ' | ' | ' |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Gross carrying amount, assets | 4,153 | 4,153 | ' |
Gross carrying amount, liabilities | ($3,689) | ($2,987) | ' |
Intangibles_Additional_Informa
Intangibles - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Amortization expense on intangible assets | $4,500,000 | $500,000 | ' |
Amortization expense on intangible liabilities | 100,000 | ' | ' |
Intangible liabilities | 3,706,000 | 0 | 3,136,000 |
Weighted average useful life of in-place leases | '3 years 1 month 6 days | ' | ' |
Lease Rental Income | ' | ' | ' |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Amortization expense on intangible assets | 200,000 | 0 | ' |
Amortization expense on intangible liabilities | 100,000 | ' | ' |
Property Operating Expenses | ' | ' | ' |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Amortization expense on intangible assets | 30,000 | 0 | ' |
Depreciation And Amortization | ' | ' | ' |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Amortization expense on intangible assets | 4,200,000 | 500,000 | ' |
Operating expenses | ' | ' | ' |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
Amortization expense on intangible liabilities | $2,000 | ' | ' |
Schedule_of_Estimated_Future_A
Schedule of Estimated Future Amortization (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ' | ' | ' |
2014 | $15,530 | ' | ' |
2015 | 18,811 | ' | ' |
2016 | 9,737 | ' | ' |
2017 | 3,534 | ' | ' |
2018 | 3,033 | ' | ' |
Thereafter | 12,566 | ' | ' |
Intangible assets, net | 63,211 | 52,400 | ' |
2014 | -432 | ' | ' |
2015 | -520 | ' | ' |
2016 | -481 | ' | ' |
2017 | -445 | ' | ' |
2018 | -376 | ' | ' |
Thereafter | -1,452 | ' | ' |
Intangible liabilities | ($3,706) | ($3,136) | $0 |
Operating_Leases_Additional_In
Operating Leases - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Operating Leased Assets [Line Items] | ' |
Weighted average remaining lease term | '7 years 6 months |
Minimum | ' |
Operating Leased Assets [Line Items] | ' |
Lease, expiration year | '2014 |
Extended lease period | '2 years |
Maximum | ' |
Operating Leased Assets [Line Items] | ' |
Lease, expiration year | '2030 |
Extended lease period | '10 years |
Triple-net lease agreements | ' |
Operating Leased Assets [Line Items] | ' |
Number of properties owned | 34 |
Total annualized property tax | 1.3 |
Single Tenant Properties | ' |
Operating Leased Assets [Line Items] | ' |
Number of properties owned | 19 |
Real estate investment properties, percentage leased under operating leases | 100.00% |
Multi Tenant Properties | ' |
Operating Leased Assets [Line Items] | ' |
Number of properties owned | 15 |
Schedule_of_Future_Minimum_Lea
Schedule of Future Minimum Lease Payments (Detail) (Non-cancelable operating leases, USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Non-cancelable operating leases | ' |
Long-term Purchase Commitment [Line Items] | ' |
2014 | $28,270 |
2015 | 36,397 |
2016 | 34,786 |
2017 | 33,862 |
2018 | 33,283 |
Thereafter | 129,577 |
Total | $296,175 |
Aggregate_Carrying_Amount_and_
Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Variable Interest Entity [Line Items] | ' | ' | ' | ' |
Real estate investment properties, net | $1,019,044 | $848,791 | ' | ' |
Real estate under development, including land | 26,927 | 17,409 | ' | ' |
Intangible assets, net | 63,211 | 52,400 | ' | ' |
Cash | 40,626 | 44,209 | 13,779 | 18,262 |
Loan costs, net | 9,805 | 7,919 | ' | ' |
Mortgage and other notes payable | 505,943 | 438,107 | ' | ' |
Accounts payable and accrued expenses | 10,539 | 7,887 | ' | ' |
Accrued development costs | 3,149 | 7,047 | ' | ' |
Other liabilities | 11,558 | 7,243 | ' | ' |
Due to related parties | 6,448 | 3,308 | ' | ' |
VIEs | ' | ' | ' | ' |
Variable Interest Entity [Line Items] | ' | ' | ' | ' |
Real estate investment properties, net | 70,198 | 72,053 | ' | ' |
Real estate under development, including land | 26,387 | 16,210 | ' | ' |
Intangible assets, net | 4,330 | 4,535 | ' | ' |
Cash | 564 | 727 | ' | ' |
Loan costs, net | 1,167 | 912 | ' | ' |
Other | 802 | 382 | ' | ' |
Mortgage and other notes payable | 59,179 | 52,596 | ' | ' |
Accounts payable and accrued expenses | 215 | 309 | ' | ' |
Accrued development costs | 3,149 | 7,047 | ' | ' |
Other liabilities | 1,173 | 939 | ' | ' |
Due to related parties | $120 | $112 | ' | ' |
Variable_Interest_Entities_VIE
Variable Interest Entities (VIEs) - Additional Information (Detail) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Variable Interest Entity [Line Items] | ' |
Maximum exposure to loss VIEs limits | $39.60 |
Summarized_Operating_Data_of_U
Summarized Operating Data of Unconsolidated Entities Income Statement (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Revenues | $2,379 | $13,503 | ||
Operating income (loss) | 491 | 1,280 | [1] | |
Net income (loss) | -17 | -892 | ||
Income (loss) allocable to other venture partners | -372 | [2] | -1,193 | [2] |
Income (loss) allocable to the Company | 355 | [2] | 301 | [2] |
Amortization of capitalized acquisition costs | -6 | -23 | ||
Equity (loss) in earnings of unconsolidated entities | 349 | 278 | ||
Distributions declared to the Company | 456 | 1,657 | ||
Distributions received by the Company | 550 | 1,517 | ||
Montecito Joint Venture | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Revenues | 530 | 356 | [3] | |
Operating income (loss) | 179 | -213 | [1],[3] | |
Net income (loss) | 78 | -293 | [3] | |
Income (loss) allocable to other venture partners | 8 | [2] | -29 | [2],[3] |
Income (loss) allocable to the Company | 70 | [2] | -264 | [2],[3] |
Amortization of capitalized acquisition costs | -2 | -2 | [3] | |
Equity (loss) in earnings of unconsolidated entities | 68 | -266 | [3] | |
Distributions declared to the Company | 172 | ' | ||
Distributions received by the Company | 171 | ' | ||
CHTSunIV | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Revenues | ' | 11,924 | ||
Operating income (loss) | ' | 1,573 | [1] | |
Net income (loss) | ' | -426 | ||
Income (loss) allocable to other venture partners | ' | -858 | [2] | |
Income (loss) allocable to the Company | ' | 432 | [2] | |
Amortization of capitalized acquisition costs | ' | -18 | ||
Equity (loss) in earnings of unconsolidated entities | ' | 414 | ||
Distributions declared to the Company | ' | 1,482 | ||
Distributions received by the Company | ' | 1,468 | ||
Windsor Manor | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Revenues | 1,849 | [4] | 1,223 | [4] |
Operating income (loss) | 312 | [4] | -80 | [1],[4] |
Net income (loss) | -95 | [4] | -173 | [4] |
Income (loss) allocable to other venture partners | -380 | [2],[4] | -306 | [2],[4] |
Income (loss) allocable to the Company | 285 | [2],[4] | 133 | [2],[4] |
Amortization of capitalized acquisition costs | -4 | [4] | -3 | [4] |
Equity (loss) in earnings of unconsolidated entities | 281 | [4] | 130 | [4] |
Distributions declared to the Company | 284 | [4] | 175 | [4] |
Distributions received by the Company | $379 | [4] | $49 | [4] |
[1] | Includes approximately $0.3 million of non-recurring acquisition expenses incurred by Montecito for the three months ended March 31, 2013. | |||
[2] | Income (loss) is allocated between the Company and its joint venture partner using the HLBV method of accounting. | |||
[3] | Represents operating results from the date of acquisition through the end of the periods presented. | |||
[4] | In April 2013, the joint venture acquired two additional senior housing communities. |
Summarized_Operating_Data_of_U1
Summarized Operating Data of Unconsolidated Entities Income Statement (Parenthetical) (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Apr. 30, 2013 |
Montecito Joint Venture | Windsor Manor | |||
Community | ||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' |
Number of senior housing communities acquired | ' | ' | ' | 2 |
Acquisition fees and expenses | $7,205 | $578 | $300 | ' |
Contingent_Purchase_Price_Cons2
Contingent Purchase Price Consideration - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | ||
Business Acquisition, Contingent Consideration [Line Items] | ' | |
Fair value of Contingent consideration | $2,200,000 | |
Contingent purchase price consideration | $2,570,000 | [1] |
[1] | Amount included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2014; refer to Note 9, "Contingent Purchase Price Information" for additional information. |
Fair_Value_of_Contingent_Purch
Fair Value of Contingent Purchase Price Consideration Related to Yield Guaranty on Capital Health Communities (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | |
Contingent consideration in connection with acquisition | $2,570 | [1] | ' |
Ending balance | 2,200 | ' | |
Business Acquisition Contingent Consideration | ' | ' | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | |
Beginning balance | 4,488 | 2,664 | |
Contingent consideration in connection with acquisition | ' | ' | |
Yield Guaranty payment received from seller | -2,300 | [2] | ' |
Change in fair value | ' | ' | |
Ending balance | $2,188 | $2,664 | |
[1] | Amount included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2014; refer to Note 9, "Contingent Purchase Price Information" for additional information. | ||
[2] | The Company expects to receive an additional $0.3 million in payment on the Yield Guaranty during the second quarter of 2014. Pursuant to the related escrow agreement, the total $2.6 million of Yield Guaranty payments received from seller will be paid to the related lender as a principal reduction on the mortgage loan related to the Capital Health Communities. |
Fair_Value_of_Contingent_Purch1
Fair Value of Contingent Purchase Price Consideration Related to Yield Guaranty on Capital Health Communities (Parenthetical) (Detail) (Business Acquisition Contingent Consideration, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Business Acquisition Contingent Consideration | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Yield Guaranty payment receivable during the second quarter of 2014 | $0.30 |
Principal reduction on mortgage loan | $2.60 |
Indebtedness_Additional_Inform
Indebtedness - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
In Millions, unless otherwise specified | Before Modification | After Modification | Subsequent Event | Revolving Credit Facility | Revolving Credit Facility | Mortgage Note Payable | Mortgage Note Payable | Other notes | Other notes | Secured loan | |
Property | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate maximum principal amount available for borrowing | $240 | $120 | $240 | $275 | ' | ' | ' | ' | ' | ' | ' |
Term of Secured loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years |
Principal amount of secured loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 63.1 |
Additional borrowing on revolving credit | ' | ' | ' | ' | 53.5 | ' | ' | ' | ' | ' | ' |
Number of Properties Collateralized | ' | ' | ' | ' | 13 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Collateral Amount | ' | ' | ' | ' | 260.7 | ' | ' | ' | ' | ' | ' |
Description of covenants | ' | ' | ' | ' | 'The Companybs Revolving Credit Facility contains affirmative, negative, and financial covenants which are customary for loans of this type, including without limitation: (i) limitations on incurrence of additional indebtedness; (ii) restrictions on payments of cash distributions except if required by REIT requirements; (iii) minimum occupancy levels for collateralized properties; (iv) minimum loan-to-value and debt service coverage ratios with respect to collateralized properties; (v) maximum leverage, secured recourse debt, and unimproved land/development property ratios; (vi) minimum fixed charge coverage ratio and minimum consolidated net worth, unencumbered liquidity, and equity raise requirements; (vii) limitations on certain types of investments and additional indebtedness; and (viii) minimum liquidity. The limitations on distributions includes a limitation on the extent of allowable distributions, which are not to exceed the greater of 95% of adjusted FFO (as defined per the loan agreement) and the minimum amount of distributions required to maintain the Companybs REIT status. | ' | ' | ' | ' | ' | ' |
Fair value of notes payable | ' | ' | ' | ' | 152 | 98.5 | 508.1 | 431.4 | ' | ' | ' |
Carrying value of notes payable | ' | ' | ' | ' | $152 | $98.50 | ' | ' | $505.90 | $438.10 | ' |
Details_of_Indebtedness_Detail
Details of Indebtedness (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Indebtedness [Line Items] | ' | ' | ||
Mortgages payable and other notes payable | $505,943 | $438,107 | ||
Revolving credit facility | 151,995 | 98,500 | ||
Total borrowings | 657,938 | 536,607 | ||
Fixed rate debt | ' | ' | ||
Indebtedness [Line Items] | ' | ' | ||
Mortgages payable and other notes payable | 352,268 | 290,817 | ||
Variable Rate Debt | ' | ' | ||
Indebtedness [Line Items] | ' | ' | ||
Mortgages payable and other notes payable | $153,675 | [1] | $147,290 | [1] |
[1] | As of March 31, 2014 and December 31, 2013, approximately $124.3 million has been swapped to fixed rates with notional amounts that begin to settle in 2015 and continue through the maturity date of the respective loan (ranging from 2016 through 2018). |
Details_of_Indebtedness_Parent
Details of Indebtedness (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Indebtedness [Line Items] | ' | ' |
Debts swapped to fixed rates with notional amounts | $124.30 | $124.30 |
Debt settlement start year | '2015 | ' |
Debt maturity range start year | '2016 | ' |
Debt maturity range end year | '2018 | ' |
Schedule_of_Future_Principal_P
Schedule of Future Principal Payments and Maturity (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | ' |
2014 | $6,767 |
2015 | 11,635 |
2016 | 226,702 |
2017 | 26,918 |
2018 | 269,346 |
Thereafter | 116,570 |
Future principal payments and maturity | $657,938 |
Related_Party_Arrangements_Add
Related Party Arrangements - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Fair Value | Deferred Amount | Restricted Stock | Restricted Stock | Restricted Stock | ADC Loan | Maximum | ||||
Advisor | ||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annualized return of investment | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset management fees | $1,770,000 | ' | $989,000 | ' | $800,000 | ' | ' | ' | ' | ' |
Shares issuable to Advisor | ' | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' |
Offering price per share of common stock | ' | ' | ' | ' | ' | $10.14 | ' | ' | ' | ' |
Lowest possible value at vesting | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Shares issued to Advisor | ' | ' | ' | ' | ' | 50,000 | 90,000 | ' | ' | ' |
Expense under Support Agreement | 800,000 | ' | 0 | ' | 2,200,000 | ' | ' | ' | ' | ' |
Shares Based Payments to Non-Employees | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' |
Additional restricted stock issued | 80,000 | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends received by advisor in cash | 2,798,000 | ' | 987,000 | ' | ' | ' | ' | 4,900 | ' | ' |
Stock distribution, shares | 454,950 | ' | 157,449 | ' | ' | ' | ' | 358 | ' | ' |
Operating expenses reimbursement as percentage average invested assets | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses reimbursement as percentage of net income | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Organizational and other offering costs | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Organizational and other offering costs incurred by advisor become liability if percentage exceeds gross proceeds of offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% |
Bank Deposits | 200,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Construction loan commitments | 5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total construction loan | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum exposure to loss VIEs limits | 39,600,000 | ' | ' | ' | ' | ' | ' | ' | 5,600,000 | ' |
Note receivable from related party | $5,578,000 | $3,949,000 | ' | $5,300,000 | ' | ' | ' | ' | $5,300,000 | ' |
Fees_in_Connection_with_Offeri
Fees in Connection with Offering (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Selling commissions | $2,453 | $1,696 |
Marketing support fees | 2,584 | 2,171 |
Total offering expenses | $5,037 | $3,867 |
Schedule_of_Fees_and_Reimbursa
Schedule of Fees and Reimbursable Expenses (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Related Party Transaction [Line Items] | ' | ' | ||
Offering costs | $826 | [1] | $203 | [1] |
Operating expenses | 199 | [2] | 609 | [2] |
Acquisition fees and expenses | 7,205 | 578 | ||
Total reimbursable expenses | 1,260 | 812 | ||
Investment services fees | 4,046 | [3] | 400 | |
Property management fees | 1,636 | 456 | ||
Asset management fees | 1,770 | 989 | ||
Total reimbursable expenses, net | 8,432 | 2,121 | ||
Property Manager | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ||
Acquisition fees and expenses | 235 | ' | ||
Reimbursable expenses | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ||
Property management fees | 460 | [4] | 308 | [4] |
Asset management fees | $2,666 | [5] | $1,001 | [5] |
[1] | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders' equity. | |||
[2] | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. | |||
[3] | For the three months ended March 31, 2014, the Company incurred approximately $4.0 million in investment services fees of which approximately $0.5 million was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred approximately $0.4 million in investment service fees, which was capitalized and included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheet. Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | |||
[4] | For the three months ended March 31, 2014 and 2013, the Company incurred approximately $0.5 million and $0.3 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.1 million and $0.07 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. | |||
[5] | For the three months ended March 31, 2014, the Company incurred approximately $2.7 million in asset management fees and specified expenses, of which approximately $0.8 million in asset management fees were forgone in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million that have been capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred $1.0 million in asset management fees of which approximately $0.01 million in asset management fees was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. No amounts for the three months ended March 31, 2013 were forgone in accordance with the terms of the Expense Support Agreements. |
Schedule_of_Fees_and_Reimbursa1
Schedule of Fees and Reimbursable Expenses (Parenthetical) (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Related Party Transaction [Line Items] | ' | ' | ||
Investment services fees | $4,046,000 | [1] | $400,000 | |
Asset management fees | 1,770,000 | 989,000 | ||
Expense under Support Agreement | 800,000 | 0 | ||
Reimbursable expenses | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ||
Property management fees capitalized | 500,000 | 300,000 | ||
Asset management fees | 2,666,000 | [2] | 1,001,000 | [2] |
Investment service fees capitalized as part of investment | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ||
Investment service fees capitalized | 500,000 | 400,000 | ||
Construction management fees capitalized | 100,000 | 70,000 | ||
Expense under Support Agreement | 100,000 | ' | ||
Asset management fees capitalized | ' | $10,000 | ||
[1] | For the three months ended March 31, 2014, the Company incurred approximately $4.0 million in investment services fees of which approximately $0.5 million was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred approximately $0.4 million in investment service fees, which was capitalized and included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheet. Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | |||
[2] | For the three months ended March 31, 2014, the Company incurred approximately $2.7 million in asset management fees and specified expenses, of which approximately $0.8 million in asset management fees were forgone in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million that have been capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. For the three months ended March 31, 2013, the Company incurred $1.0 million in asset management fees of which approximately $0.01 million in asset management fees was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. No amounts for the three months ended March 31, 2013 were forgone in accordance with the terms of the Expense Support Agreements. |
Schedule_of_Amounts_Due_to_Rel
Schedule of Amounts Due to Related Parties (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ' | ' |
Selling commissions | $323 | $71 |
Marketing support fees | 282 | 70 |
Due To Related Party Fees And Commissions, Total | 605 | 141 |
Reimbursable offering costs | 1,318 | 612 |
Reimbursable operating expenses | 1,185 | 1,053 |
Investment Services Fees | 897 | ' |
Asset management fees | 1,819 | 894 |
Interest reserve account and other advances | 198 | 286 |
Due To Related Party Reimbursable Costs Current And Noncurrent, Total | 5,417 | 2,845 |
Due to related parties | 6,448 | 3,308 |
Property Manager | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Property management fees | 426 | 322 |
Property management fees | $426 | $322 |
Funding_on_ADC_Loan_as_Note_Re
Funding on ADC Loan as Note Receivable from Related Parties (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | ||
Related Party Transaction [Line Items] | ' | ' | ||
Note receivable from related party | $5,578 | $3,949 | ||
Loan origination costs, net | 20 | 84 | ||
Accrued interest | 225 | [1] | 124 | [1] |
Crosland Southeast (land development) | ' | ' | ||
Related Party Transaction [Line Items] | ' | ' | ||
Origination Date | 27-Jun-13 | ' | ||
Maturity Date | 27-Jun-14 | [2] | ' | |
Interest Rate | 16.00% | [3] | ' | |
Note receivable from related party | $5,333 | $3,741 | ||
[1] | Approximately $0.03 million of accrued interest represents monthly interest payments and approximately $0.2 million represents amounts that are due at maturity. Accrued interest is included in interest income on note receivable from related party in the accompanying condensed consolidated statements of operations. | |||
[2] | The initial term of the ADC Loan is one year with an extension option of up to six months. | |||
[3] | The interest rate is comprised of an 8% component that is paid monthly and an 8% component that is paid upon maturity of the ADC Loan. |
Funding_on_ADC_Loan_as_Note_Re1
Funding on ADC Loan as Note Receivable from Related Parties (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Related Party Transaction [Line Items] | ' |
Accrued interest | $0.03 |
Interest payment due at maturity period | $0.20 |
Paid Monthly | ' |
Related Party Transaction [Line Items] | ' |
Interest Rate | 8.00% |
Paid upon Maturity | ' |
Related Party Transaction [Line Items] | ' |
Interest Rate | 8.00% |
Schedule_of_Future_Principal_M
Schedule of Future Principal Maturities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | ' | ' |
2014 | $5,578 | ' |
2015 | ' | ' |
2016 | ' | ' |
2017 | ' | ' |
2018 | ' | ' |
Thereafter | ' | ' |
Total | $5,578 | $3,949 |
Amounts_Related_to_Interest_Ra
Amounts Related to Interest Rate Swap Included in Unconsolidated Entities in Condensed Consolidated Balance Sheet (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | ||
Interest Rate Swap Agreement One | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | $12,421 | [1] | $12,421 | [1] |
Strike | 1.30% | [1],[2] | ' | |
Credit Spread | 2.60% | [1],[2] | ' | |
Trade date | 17-Jan-13 | [1] | ' | |
Maturity date | 15-Jan-18 | [1] | ' | |
Fair value asset (liability) | 57 | [1] | 83 | [1] |
Interest Rate Swap Agreement Two | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 38,255 | [3] | 38,255 | [3] |
Strike | 2.70% | [2],[3] | ' | |
Credit Spread | 2.50% | [2],[3] | ' | |
Trade date | 6-Sep-13 | [3] | ' | |
Maturity date | 10-Jul-18 | [3] | ' | |
Fair value asset (liability) | -706 | [3] | -590 | [3] |
Interest Rate Swap Agreement Three | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 26,067 | [3] | 26,067 | [3] |
Strike | 2.80% | [2],[3] | ' | |
Credit Spread | 2.50% | [2],[3] | ' | |
Trade date | 6-Sep-13 | [3] | ' | |
Maturity date | 29-Aug-18 | [3] | ' | |
Fair value asset (liability) | -525 | [3] | -435 | [3] |
Interest Rate Swap Agreement Four | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 30,000 | [3] | 30,000 | [3] |
Strike | 0.90% | [2],[3] | ' | |
Credit Spread | 2.70% | [2],[3] | ' | |
Trade date | 22-Oct-13 | [3] | ' | |
Maturity date | 19-Aug-16 | [3] | ' | |
Fair value asset (liability) | -20 | [3] | -10 | [3] |
Interest Rate Swap Agreement Five | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 29,952 | [3] | 29,952 | [3] |
Strike | 1.10% | [2],[3] | ' | |
Credit Spread | 4.30% | [2],[3] | ' | |
Trade date | 13-Nov-13 | [3] | ' | |
Maturity date | 31-May-16 | [3] | ' | |
Fair value asset (liability) | ($15) | [3] | ($8) | [3] |
[1] | Amounts related to the swap held by the Montecito Joint Venture for which the proportionate amounts of fair value relative to the Company's ownership percentage are included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheets. | |||
[2] | The all-in rates for each swap are equal to the sum of the Strike and Credit Spread detailed above. | |||
[3] | Amounts are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Summary_of_Gross_and_Net_Amoun
Summary of Gross and Net Amounts of Interest Rate Swap Presented in Condensed Consolidated Balance Sheet (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Interest Rate Swap Agreement One | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | $12,421 | [1] | $12,421 | [1] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | 57 | [1] | 83 | [1] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Offset amount | ' | [1] | ' | [1] |
Fair value asset (liability) | 57 | [1] | 83 | [1] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | 57 | [1] | 83 | [1] |
Gross Amounts in Accompanying Condensed Consolidated Balance Sheet, Cash Collateral | ' | [1] | ' | [1] |
Fair value asset (liability) | 57 | [1] | 83 | [1] |
Interest Rate Swap Agreement Two | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 38,255 | [2] | 38,255 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -706 | [2] | -590 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Offset amount | ' | [2] | ' | [2] |
Fair value asset (liability) | -706 | [2] | -590 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -706 | [2] | -590 | [2] |
Gross Amounts in Accompanying Condensed Consolidated Balance Sheet, Cash Collateral | ' | [2] | ' | [2] |
Fair value asset (liability) | -706 | [2] | -590 | [2] |
Interest Rate Swap Agreement Three | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 26,067 | [2] | 26,067 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -525 | [2] | -435 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Offset amount | ' | [2] | ' | [2] |
Fair value asset (liability) | -525 | [2] | -435 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -525 | [2] | -435 | [2] |
Gross Amounts in Accompanying Condensed Consolidated Balance Sheet, Cash Collateral | ' | [2] | ' | [2] |
Fair value asset (liability) | -525 | [2] | -435 | [2] |
Interest Rate Swap Agreement Four | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 30,000 | [2] | 30,000 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -20 | [2] | -10 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Offset amount | ' | [2] | ' | [2] |
Fair value asset (liability) | -20 | [2] | -10 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -20 | [2] | -10 | [2] |
Gross Amounts in Accompanying Condensed Consolidated Balance Sheet, Cash Collateral | ' | [2] | ' | [2] |
Fair value asset (liability) | -20 | [2] | -10 | [2] |
Interest Rate Swap Agreement Five | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Notional amount of derivative contract | 29,952 | [2] | 29,952 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -15 | [2] | -8 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Offset amount | ' | [2] | ' | [2] |
Fair value asset (liability) | -15 | [2] | -8 | [2] |
Amounts of asset (liability) presented in the accompanying condensed consolidated balance sheet, Gross amount | -15 | [2] | -8 | [2] |
Gross Amounts in Accompanying Condensed Consolidated Balance Sheet, Cash Collateral | ' | [2] | ' | [2] |
Fair value asset (liability) | ($15) | [2] | ($8) | [2] |
[1] | Amounts related to the swap held by the Montecito Joint Venture for which the proportionate amounts of fair value relative to the Company's ownership percentage are included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheets. | |||
[2] | Amounts are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | 1-May-14 | Apr. 01, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Common Stock Redemption | Common Stock Redemption | Subsequent Event | Subsequent Event | Subsequent Event | Reinvestment Plan | Reinvestment Plan | |||||
Common Stock Redemption | |||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate offering proceeds received from public offering | $659,100,000 | ' | ' | $568,900,000 | ' | ' | ' | ' | ' | $12,700,000 | $9,400,000 |
Remaining common stock available for sale and under Reinvestment plan | 65,900,000 | ' | ' | 57,000,000 | ' | ' | ' | ' | ' | 1,300,000 | 1,000,000 |
Cash distribution declared | 6,147,000 | 2,100,000 | 14,170,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock distributions, shares | 454,950 | 157,449 | ' | ' | ' | ' | 0.0025 | 0.0025 | ' | ' | ' |
Percentage of cash distribution considered taxable | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash distribution considered as return of capital | 80.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts distributed to stockholders | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption of common stock, shares | ' | ' | ' | ' | 28,343 | 23,565 | ' | ' | ' | ' | ' |
Redemption of common stock, per share | ' | ' | ' | ' | $9.13 | $9.30 | ' | ' | ' | ' | ' |
Redemptions of common stock | 258,000 | ' | 827,000 | ' | 300,000 | 200,000 | ' | ' | ' | ' | ' |
Redemption of shares paid | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' |
Effect_of_Derivative_Financial
Effect of Derivative Financial Instruments (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Gain (loss) reclassified from AOCI into earnings (Effective Portion) | ' | ' |
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion | -249 | -80 |
Interest Rate Swap | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Gain (loss) reclassified from AOCI into earnings (Effective Portion) | ' | ' |
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion | -223 | ' |
Interest Rate Swaps Held by Unconsolidated Joint Ventures | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Gain (loss) reclassified from AOCI into earnings (Effective Portion) | ' | ' |
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion | ($26) | ($80) |
Components_of_Income_Tax_Benef
Components of Income Tax Benefit (Expense) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Current: | ' | ' |
Federal | ' | ' |
State | 30 | ' |
Total current benefit | 30 | ' |
Deferred: | ' | ' |
Federal | ' | 13 |
State | ' | ' |
Total deferred benefit | ' | 13 |
Income tax benefit | $30 | $13 |
Significant_Components_of_Defe
Significant Components of Deferred Tax Assets (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ' |
Carryforwards of net operating loss | $806 |
Prepaid rent | 431 |
Valuation allowance | -1,237 |
Net deferred tax assets | ' |
Reconciliation_of_Income_Tax_B
Reconciliation of Income Tax Benefit (Expense) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Reconciliation Of Income Taxes [Line Items] | ' | ' |
Tax expense computed at federal statutory rate | ($4,394) | ($1,338) |
Benefit of REIT election | 4,394 | 1,351 |
State income tax benefit | 30 | ' |
Income tax benefit | $30 | $13 |
Tax expense computed at federal statutory rate | -35.00% | -35.00% |
Benefit of REIT election | 35.00% | 35.35% |
State income tax benefit | 0.24% | 0.00% |
Income tax benefit | 0.24% | 0.35% |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (Senior Housing, USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Oct. 31, 2013 | Mar. 31, 2014 |
Community | Community | |
Senior Housing | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Number of senior housing communities acquired | 7 | 4 |
Business acquisition total acquisition price | $187.20 | ' |
Total deposits funded as commitments to purchase | ' | $3.70 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | 12-May-14 | 1-May-14 | 5-May-14 | Apr. 01, 2014 | Apr. 30, 2014 | |
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||
Community | |||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase Price | $190,612,000 | ' | $72,700,000 | ' | ' | ' | ' |
Number of senior housing communities acquired | ' | ' | 3 | ' | ' | ' | ' |
Monthly cash distribution, per share | ' | ' | ' | $0.03 | ' | $0.03 | ' |
Stock distribution, shares | 454,950 | 157,449 | ' | 0.0025 | ' | 0.0025 | ' |
Cash and stock distribution to be paid and distributed, date | 30-Jun-14 | ' | ' | ' | ' | ' | ' |
Additional subscription received | ' | ' | ' | ' | 30,100,000 | ' | ' |
Additional subscription proceeds received, shares | ' | ' | ' | ' | 3,000,000 | ' | ' |
Aggregate maximum principal amount available for borrowing | $240,000,000 | ' | ' | ' | ' | ' | $275,000,000 |
Acquired_Properties_in_Texas_D
Acquired Properties in Texas (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | 12-May-14 | 12-May-14 | 12-May-14 | 12-May-14 |
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||
Isle at Watercrest - Bryan | Watercrest at Bryan | Watercrest at Mansfield | |||
Location | ' | ' | 'Bryan, TX | 'Bryan, TX | 'Mansfield, TX |
Structure | ' | ' | 'Managed | 'Managed | 'Managed |
Date Acquired | ' | ' | 21-Apr-14 | 21-Apr-14 | 5-May-14 |
Purchase Price | $190,612 | $72,700 | $21,000 | $26,700 | $25,000 |
Preliminary_Allocation_of_Purc
Preliminary Allocation of Purchase Price for Acquired Properties (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | 12-May-14 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ' | ' | ||
Land and land improvements | $18,446 | $4,130 | ||
Buildings and building improvements | 154,607 | 60,828 | ||
Furniture, fixtures and equipment | 5,572 | 2,816 | ||
In-place lease intangibles | ' | 6,261 | [1] | |
Net assets acquired | 193,182 | 74,035 | ||
Contingent purchase price consideration | -2,570 | [2] | -1,335 | |
Total purchase price consideration | $190,612 | $72,700 | ||
[1] | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles is estimated at approximately 2.5 years. | |||
[2] | Amount included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2014; refer to Note 9, "Contingent Purchase Price Information" for additional information. |
Preliminary_Allocation_of_Purc1
Preliminary Allocation of Purchase Price for Acquired Properties (Parenthetical) (Detail) | 0 Months Ended | 3 Months Ended |
12-May-14 | Mar. 31, 2014 | |
Subsequent Event [Line Items] | ' | ' |
Weighted-average amortization period on the acquired lease intangibles | '2 years 6 months | '3 years |