Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CNL Healthcare Properties, Inc. | |
Entity Central Index Key | 1496454 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 141,164,264 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real estate assets: | ||
Real estate investment properties, net (including VIEs $173,192 and $174,449, respectively) | $1,712,979 | $1,657,500 |
Real estate under development, including land (including VIEs $66,013 and $47,153, respectively) | 66,013 | 47,153 |
Total real estate assets, net | 1,778,992 | 1,704,653 |
Intangibles, net (including VIEs $24,673 and $25,519, respectively) | 130,555 | 140,264 |
Cash (including VIEs $3,911 and $6,280, respectively) | 116,365 | 91,355 |
Other assets (including VIEs $1,974 and $511, respectively) | 22,150 | 19,738 |
Loan costs, net (including VIEs $2,243 and $2,300, respectively) | 13,096 | 14,012 |
Deferred rent and lease incentives (including VIEs $3,296 and $2,978, respectively) | 9,321 | 8,240 |
Restricted cash (including VIEs $2,594 and $5,304, respectively) | 7,779 | 10,753 |
Total assets | 2,078,258 | 1,989,015 |
Liabilities: | ||
Mortgages and other notes payable, net (including VIEs $146,298 and $137,754, respectively) | 837,847 | 853,561 |
Credit facilities | 175,000 | 206,403 |
Accounts payable and accrued expenses (including VIEs $11,725 and $10,487, respectively) | 33,431 | 29,443 |
Other liabilities (including VIEs $5,756 and $4,949, respectively) | 28,387 | 27,448 |
Total liabilities | 1,074,665 | 1,116,855 |
Commitments and contingencies (Note 14) | ||
Redeemable noncontrolling interest | 568 | 568 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share, 200,000 shares authorized; none issued or outstanding | ||
Excess shares, $0.01 par value per share, 300,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.01 par value per share, 1,120,000 shares authorized, 135,511 and 116,672 shares issued, and 134,892 and 116,256 shares outstanding, respectively | 1,349 | 1,163 |
Capital in excess of par value | 1,175,026 | 1,007,326 |
Accumulated loss | -101,091 | -83,091 |
Accumulated distributions | -62,590 | -49,342 |
Accumulated other comprehensive loss | -10,064 | -4,864 |
Total stockholders' equity | 1,002,630 | 871,192 |
Noncontrolling interest | 395 | 400 |
Total equity | 1,003,593 | 872,160 |
Total liabilities and equity | $2,078,258 | $1,989,015 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Per Share data, unless otherwise specified | ||
Real estate investment properties, net | $1,712,979 | $1,657,500 |
Real estate under development, including land | 66,013 | 47,153 |
Intangibles, net | 130,555 | 140,264 |
Cash | 116,365 | 91,355 |
Other assets | 22,150 | 19,738 |
Loan costs, net | 13,096 | 14,012 |
Deferred rent and lease incentives | 9,321 | 8,240 |
Restricted cash | 7,779 | 10,753 |
Mortgage and other notes payable, net | 837,847 | 853,561 |
Accounts payable and accrued expenses | 33,431 | 29,443 |
Other liabilities | 28,387 | 27,448 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Excess shares, par value | $0.01 | $0.01 |
Excess shares, shares authorized | 300,000 | 300,000 |
Excess shares, shares issued | 0 | 0 |
Excess shares, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,120,000 | 1,120,000 |
Common stock, shares issued | 135,511 | 116,672 |
Common stock, shares outstanding | 134,892 | 116,256 |
VIEs | ||
Real estate investment properties, net | 173,192 | 174,449 |
Real estate under development, including land | 66,013 | 47,153 |
Intangibles, net | 24,673 | 25,519 |
Cash | 3,911 | 6,280 |
Other assets | 1,974 | 511 |
Loan costs, net | 2,243 | 2,300 |
Deferred rent and lease incentives | 3,296 | 2,978 |
Restricted cash | 2,594 | 5,304 |
Mortgage and other notes payable, net | 146,298 | 137,754 |
Accounts payable and accrued expenses | 11,725 | 10,487 |
Other liabilities | $5,756 | $4,949 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Rental income from operating leases | $21,640 | $9,722 |
Resident fees and services | 40,032 | 21,956 |
Tenant reimbursement income | 3,361 | 1,451 |
Interest income on note receivable from related party | 146 | |
Total revenues | 65,033 | 33,275 |
Expenses: | ||
Property operating expenses | 32,312 | 16,420 |
General and administrative | 2,019 | 1,757 |
Acquisition fees and expenses | 2,330 | 7,205 |
Asset management fees | 4,210 | 1,770 |
Property management fees | 3,254 | 1,636 |
Impairment provision | 5,524 | |
Depreciation and amortization | 23,293 | 11,862 |
Total expenses | 72,942 | 40,650 |
Operating loss | -7,909 | -7,375 |
Other income (expense): | ||
Interest and other income | 60 | 8 |
Interest expense and loan cost amortization | -9,866 | -5,535 |
Equity in earnings (loss) of unconsolidated entities | -226 | 349 |
Total other expense | -10,032 | -5,178 |
Loss before income taxes | -17,941 | -12,553 |
Income tax (expense) benefit | -64 | 30 |
Net loss | -18,005 | -12,523 |
Less: Net loss attributable to noncontrolling interest | -5 | |
Net loss attributable to common stockholders | ($18,000) | ($12,523) |
Net loss per share of common stock (basic and diluted) | ($0.14) | ($0.19) |
Weighted average number of shares of common stock outstanding (basic and diluted) | 129,627 | 65,273 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net loss | ($18,000) | ($12,523) |
Other comprehensive loss: | ||
Unrealized loss on derivative financial instruments, net | -5,268 | -223 |
Reclassification of cash flow hedges upon derecognition | 74 | |
Unrealized loss on derivative financial instruments of equity method investments | -6 | -26 |
Total other comprehensive income loss | -5,200 | -249 |
Comprehensive loss | -23,200 | -12,772 |
Less: Comprehensive loss attributable to noncontrolling interest | 0 | 0 |
Comprehensive loss attributable to common stockholders | ($23,200) | ($12,772) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (USD $) | Total | Redeemable Noncontrolling Interests | Common Stock | Capital in Excess of Par Value | Accumulated Loss | Accumulated Distributions | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Non- controlling Interest |
In Thousands | |||||||||
Beginning Balance at Jan. 01, 2014 | $451,981 | $582 | $500,361 | ($30,580) | ($17,423) | ($959) | $451,981 | ||
Beginning Balance (in shares) at Jan. 01, 2014 | 58,218 | ||||||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 56,006 | ||||||||
Subscriptions received for common stock through public offering and reinvestment plan | 572,324 | 560 | 571,764 | 572,324 | |||||
Stock distributions | 24 | -24 | |||||||
Stock distributions, shares | 2,356 | ||||||||
Redemptions of common stock | -2,996 | -3 | -2,993 | -2,996 | |||||
Redemption of common stock, shares | -324 | ||||||||
Stock issuance and offering costs | -59,782 | -59,782 | -59,782 | ||||||
Net loss | -52,511 | -52,511 | -52,511 | ||||||
Other comprehensive loss | -3,905 | -3,905 | -3,905 | ||||||
Distribution to holder of promoted interest | -2,000 | -2,000 | -2,000 | ||||||
Cash distributions declared and paid or reinvested ($0.1059 per share) | -31,919 | -31,919 | -31,919 | ||||||
Contribution from noncontrolling interests | 968 | 568 | 400 | ||||||
Ending Balance at Dec. 31, 2014 | 872,160 | 568 | 1,163 | 1,007,326 | -83,091 | -49,342 | -4,864 | 871,192 | 400 |
Ending Balance (in shares) at Dec. 31, 2014 | 116,256 | 116,256 | |||||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 17,897 | ||||||||
Subscriptions received for common stock through public offering and reinvestment plan | 188,386 | 179 | 188,207 | 188,386 | |||||
Stock distributions | 9 | -9 | |||||||
Stock distributions, shares | 943 | ||||||||
Redemptions of common stock | -1,942 | -2 | -1,940 | -1,942 | |||||
Redemption of common stock, shares | -204 | ||||||||
Stock issuance and offering costs | -18,558 | -18,558 | -18,558 | ||||||
Net loss | -18,005 | -18,000 | -18,000 | -5 | |||||
Other comprehensive loss | -5,200 | -5,200 | -5,200 | ||||||
Cash distributions declared and paid or reinvested ($0.1059 per share) | -13,248 | -13,248 | -13,248 | ||||||
Ending Balance at Mar. 31, 2015 | $1,003,593 | $568 | $1,349 | $1,175,026 | ($101,091) | ($62,590) | ($10,064) | $1,002,630 | $395 |
Ending Balance (in shares) at Mar. 31, 2015 | 134,892 | 134,892 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Cash distributions, declared and paid per share | $0.11 | $0.41 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net cash flows provided by operating activities | $11,317 | $6,277 |
Investing activities: | ||
Acquisition of properties | -76,060 | -186,813 |
Development of properties | -17,567 | -12,157 |
Issuance of note receivable to related party | -1,567 | |
Changes in restricted cash | 2,974 | -452 |
Capital expenditures | -1,785 | -412 |
Payment of leasing costs | -418 | -283 |
Deposits on real estate | -750 | -2,000 |
Net cash used in investing activities | -93,606 | -203,684 |
Financing activities: | ||
Subscriptions received for common stock through public offering | 180,738 | 86,839 |
Payment of stock issuance and offering costs | -19,388 | -8,249 |
Distributions to stockholders, net of distribution reinvestments | -5,600 | -2,798 |
Distribution to holder of promoted interest | -2,000 | |
Redemptions of common stock | -872 | -145 |
Draws under revolving credit facility | 53,495 | |
Repayment on revolving credit facility | -31,403 | |
Proceeds from mortgage and other notes payable | 18,187 | 69,706 |
Principal payments on mortgage and other notes payable | -33,936 | -1,870 |
Lender deposits | -50 | |
Payment of loan costs | -427 | -1,104 |
Net cash flows provided by financing activities | 107,299 | 193,824 |
Net increase (decrease) in cash | 25,010 | -3,583 |
Cash at beginning of period | 91,355 | 44,209 |
Cash at end of period | 116,365 | 40,626 |
Amounts incurred but not paid (including amounts due to related parties): | ||
Stock issuance and offering costs | 826 | 1,923 |
Loan costs | 133 | 583 |
Accrued development costs | 9,181 | 3,149 |
Redemptions payable | 1,942 | 235 |
Contingent purchase price consideration | 2,570 | |
Unrealized loss on derivative financial instruments, net | $10,064 | $1,208 |
Organization
Organization | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization | 1 | Organization |
CNL Healthcare Properties, Inc. (“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. (“Advisor”) and its property manager is CNL Healthcare Manager Corp. (“Property Manager”), each of which is a Florida corporation and a wholly owned subsidiary of CNL Financial Group, LLC (“Sponsor”). The Sponsor is an affiliate of CNL Financial Group, Inc. (“CNL”) and CNL Securities Corp., the managing dealer of the Offerings and a wholly-owned subsidiary of CNL (“Managing Dealer”). 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 to provide certain property management services. | ||
The Company conducts substantially all of its operations either directly or indirectly through: (1) an operating partnership, CHP Partners, LP, in which the Company is the sole limited partner and its wholly-owned subsidiary, CHP GP, LLC, is the sole general partner; (2) a wholly-owned TRS, CHP TRS Holding, Inc.; (3) property owner subsidiaries and lender subsidiaries, which are single purpose entities; and (4) investments in joint ventures. | ||
On June 27, 2011, the Company commenced its initial public offering (“Initial Offering”), including shares being offered through its distribution reinvestment plan (“Reinvestment Plan”), pursuant to a registration statement on Form S-11 under the Securities Act of 1933 with the Securities Exchange Commission (“SEC”). In addition, the Company filed a follow-on registration statement on Form S-11 under the Securities Act of 1933 with the SEC in connection with the proposed offering of up to $1 billion in shares of common stock (“Follow-On Offering”), which was declared effective on February 2, 2015. Accordingly, the Company closed its Initial Offering and commenced its Follow-On Offering (collectively, the “Offerings”). The Company expects to sell shares of its common stock in the Follow-On Offering until the earlier of the date on which the maximum offering amount has been sold, or December 31, 2015; provided, however, that the Company will periodically evaluate the status of the Follow-On Offering, and its board of directors may decide to either extend the Follow-On Offering beyond December 31, 2015 or terminate the Follow-On Offering prior thereto. | ||
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 hospitals. 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 of maximizing revenues and property income regardless of the asset class or asset type. | ||
The Company is committed to investing the proceeds of its Offerings through strategic investment types aimed to maximize stockholder value by generating sustainable cash flow growth and increasing the value of its healthcare assets. The Company expects to primarily lease its senior housing properties to wholly-owned taxable REIT subsidiaries (“TRS”) entities and engage independent third-party managers under management agreements to operate the properties under REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures; however, the Company may also 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). Medical office, post-acute care and acute care properties will be leased on a triple-net, net or modified gross basis to third-party tenants. In addition, the Company expects most investments will be wholly-owned, although, it has and may continue to invest through partnerships with other entities where it is believed to be 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, 2015 | ||
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, 2015 may not be indicative of the results that may be expected for the year ending December 31, 2015. Amounts as of December 31, 2014 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, 2014. | ||
The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly owned subsidiaries or subsidiaries for which the Company has a controlling financial interest, including the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary. 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. Accordingly, actual results could differ from those estimates. | ||
Adopted Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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 has determined that the amendments will impact the Company’s determinations of which future property disposals, if any, qualify as discontinued operations and will require additional disclosure about discontinued operations for future property disposals, if any. | ||
Recent Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standard Concept (“ASC”) topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the amendments of ASU 2014-09; however, these amendments could potentially have a significant effect on the Company’s consolidated financial position, results of operations or cash flows. | ||
In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. | ||
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that loan costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The ASU is to be applied on retrospectively for each period presented. Upon adoption, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company has determined that it will not early adopt this ASU and that the amendments will materially impact the Company’s consolidated financial position but will not have a material impact on the Company’s consolidated results of operations or cash flows. |
Acquisitions
Acquisitions | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Acquisitions | 3 | Acquisitions | |||||||||||
Real Estate Investment Properties — During the three months ended March 31, 2015, the Company acquired the following three properties, which were comprised of two medical office buildings (“MOB”) and one senior housing community: | |||||||||||||
Name and Location | Structure | Date | Purchase Price | ||||||||||
Acquired | (in thousands) | ||||||||||||
Medical Office | |||||||||||||
Novi Orthopaedic Center | Modified Lease | 2/13/15 | $ | 30,500 | (1) | ||||||||
Novi, MI | |||||||||||||
Southeast Medical Office Properties | |||||||||||||
UT Cancer Institute | Modified Lease | 2/20/15 | 33,660 | ||||||||||
Knoxville, TN | |||||||||||||
Senior Housing | |||||||||||||
Fieldstone Memory Care (2) | Managed | 3/31/15 | 12,400 | (1) | |||||||||
Yakima, WA | |||||||||||||
$ | 76,560 | ||||||||||||
FOOTNOTES: | |||||||||||||
-1 | This represents a single property acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||||||||||
-2 | This property was purchased from a related party of the Company’s Sponsor; refer to Note 11. “Related Party Arrangements” for additional information. | ||||||||||||
During the three months ended March 31, 2014, the Company acquired the following ten properties, which were comprised of nine senior housing communities and one MOB: | |||||||||||||
Name and Location | Structure | Date | Purchase Price | ||||||||||
Acquired | (in thousands) | ||||||||||||
Medical Office | |||||||||||||
Chula Vista Medical Arts | Modified Lease | 1/21/14 | $ | 17,863 | (1) | ||||||||
Chula Vista, CA (“San Diego”) | |||||||||||||
Senior Housing | |||||||||||||
Pacific Northwest II Communities | |||||||||||||
Prestige Senior Living Auburn Meadows | Managed | 2/3/14 | 21,930 | ||||||||||
Auburn, WA (“Seattle”) | |||||||||||||
Prestige Senior Living Bridgewood | Managed | 2/3/14 | 22,096 | ||||||||||
Vancouver, WA (“Portland”) | |||||||||||||
Prestige Senior Living Monticello Park | Managed | 2/3/14 | 27,360 | ||||||||||
Longview, WA | |||||||||||||
Prestige Senior Living Rosemont | Managed | 2/3/14 | 16,877 | ||||||||||
Yelm, WA | |||||||||||||
Prestige Senior Living West Hills | Managed | 3/3/14 | 14,986 | ||||||||||
Corvallis, OR | |||||||||||||
South Bay II Communities | |||||||||||||
Isle at Cedar Ridge | Managed | 2/28/14 | 21,000 | (2) | |||||||||
Cedar Park, TX (“Austin”) | |||||||||||||
HarborChase of Plainfield | Managed | 3/28/14 | 26,500 | ||||||||||
Plainfield, IL | |||||||||||||
Legacy Ranch Alzheimer’s Special Care Center | Managed | 3/28/14 | 11,500 | (2) | |||||||||
Midland, TX | |||||||||||||
The Springs Alzheimer’s Special Care Center | Managed | 3/28/14 | 10,500 | (2) | |||||||||
San Angelo, TX | |||||||||||||
$ | 190,612 | ||||||||||||
FOOTNOTES: | |||||||||||||
-1 | This represents a single property acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||||||||||
-2 | This purchase price does not reflect subsequent contingent purchase price consideration paid related to the acquisition of these properties; refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for the final purchase price of these properties. | ||||||||||||
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, | |||||||||||||
2015 | 2014 | ||||||||||||
Land and land improvements | $ | 3,032 | $ | 18,446 | |||||||||
Buildings and building improvements | 63,825 | 154,607 | |||||||||||
Furniture, fixtures and equipment | 455 | 5,572 | |||||||||||
Intangibles (1) | 10,298 | 15,259 | |||||||||||
Other liabilities | (1,050 | ) | (702 | ) | |||||||||
Net assets acquired | 76,560 | 193,182 | |||||||||||
Contingent purchase price consideration | — | (2,570 | ) | ||||||||||
Total purchase price consideration | $ | 76,560 | $ | 190,612 | |||||||||
FOOTNOTE: | |||||||||||||
-1 | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the three months ended March 31, 2015 and 2014 was approximately 12.3 years and 3.0 years, respectively. The acquired lease intangibles during the three months ended March 31, 2015 were comprised of approximately $8.5 million and $1.8 million of in-place lease intangibles and other lease intangibles, respectively, and the acquired lease intangibles during the three months ended March 31, 2014 were comprised of approximately $15.2 million and $0.02 million of in-place lease intangibles and other lease intangibles, respectively. | ||||||||||||
The revenues and net loss (including deductions for acquisition fees and expenses and depreciation and amortization expense) attributable to the acquired properties included in the Company’s condensed consolidated statements of operations were approximately $0.3 million and $0.5 million, respectively, for the three months ended March 31, 2015; and approximately $3.3 million, respectively, and $6.4 million, respectively, for the three months ended March 31, 2014. | |||||||||||||
The following table presents the unaudited pro forma results of operations for the Company as if the properties were acquired as of January 1, 2014 and owned during the three months ended March 31, 2015 and 2014 (in thousands except per share data): | |||||||||||||
(Unaudited) | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Revenues | $ | 65,442 | $ | 37,077 | |||||||||
Net income (loss) (1) | $ | (17,465 | ) | $ | (9,656 | ) | |||||||
Loss per share of common stock (basic and diluted) | $ | (0.13 | ) | $ | (0.15 | ) | |||||||
Weighted average number of shares of common stock outstanding (basic and diluted) (2) | 129,627 | 65,273 | |||||||||||
FOOTNOTES: | |||||||||||||
-1 | The unaudited pro forma results for the three months ended March 31, 2015, were adjusted to exclude approximately $0.7 million of acquisition related expenses directly attributable to the properties acquired during the three months ended March 31, 2015. The unaudited pro forma results for the three months ended March 31, 2014 were adjusted to include these acquisition related expenses, as if the properties had been acquired on January 1, 2014. The unaudited pro forma results for the three months ended March 31, 2014 were adjusted to exclude approximately $6.4 million of acquisition related expenses directly attributable to the properties acquired during the three months ended March 31, 2014, as if the properties had been acquired as of January 1, 2013. | ||||||||||||
-2 | No additional shares were required to be issued as a result of the acquired properties. The weighted average shares outstanding was not adjusted as of January 1, 2014. |
Real_Estate_Assets_net
Real Estate Assets, net | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
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, 2015 and December 31, 2014 are as follows (in thousands): | |||||||||||
March 31, | December 31, | ||||||||||
2015 | 2014 | ||||||||||
Land and land improvements | $ | 131,713 | $ | 128,662 | |||||||
Building and building improvements | 1,609,713 | 1,545,614 | |||||||||
Furniture, fixtures and equipment | 38,265 | 36,319 | |||||||||
Less: accumulated depreciation | (66,712 | ) | (53,095 | ) | |||||||
Real estate investment properties, net | 1,712,979 | 1,657,500 | |||||||||
Real estate under development, including land | 66,013 | 47,153 | |||||||||
Total real estate assets, net | $ | 1,778,992 | $ | 1,704,653 | |||||||
Depreciation expense on the Company’s real estate investment properties, net was approximately $13.6 million and $7.6 million for the three months ended March 31, 2015 and 2014, respectively. | |||||||||||
As of March 31, 2015, four of the Company’s senior housing communities have real estate under development with third-party developers as follows (in thousands): | |||||||||||
Property Name | Developer | Real Estate | Remaining | ||||||||
(and Location) | Development | Development | |||||||||
Costs Incurred (1) | Budget (2) | ||||||||||
Wellmore of Tega Cay | Maxwell Group, Inc. | $ | 29,148 | $ | 10,959 | ||||||
(Tega Cay, SC) | |||||||||||
HarborChase of Shorewood | Harbor Shorewood | 15,095 | 11,979 | ||||||||
(Shorewood, WI) | Development, LLC | ||||||||||
Watercrest at Katy | South Bay Partners, Ltd | 12,730 | 27,692 | ||||||||
(Katy, TX) (3) | |||||||||||
Raider Ranch | South Bay Partners, Ltd | 9,040 | 8,524 | ||||||||
(Lubbock, TX) | |||||||||||
$ | 66,013 | $ | 59,154 | ||||||||
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, 2015. 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 be expensed as incurred. | ||||||||||
(3) | This property is owned through a joint venture in which the Company’s initial ownership interest is 95%. | ||||||||||
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 pursuant to a cost overrun guarantee. These developments were deemed to be VIEs; refer to Note 7. “Variable Interest Entities” for additional information. |
Intangibles_net
Intangibles, net | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Intangibles, net | 5 | Intangibles, net | |||||||||||||||||||||||||||
The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of March 31, 2015 and December 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
In-place lease intangibles | $ | 147,574 | $ | 148,880 | |||||||||||||||||||||||||
Above-market lease intangibles | 11,625 | 11,320 | |||||||||||||||||||||||||||
Below-market ground lease intangibles | 11,846 | 10,314 | |||||||||||||||||||||||||||
Less: accumulated amortization | (40,490 | ) | (30,250 | ) | |||||||||||||||||||||||||
Intangible assets, net | $ | 130,555 | $ | 140,264 | |||||||||||||||||||||||||
Below-market lease intangibles | $ | (8,594 | ) | $ | (13,243 | ) | |||||||||||||||||||||||
Above-market ground lease intangibles | (2,864 | ) | (2,273 | ) | |||||||||||||||||||||||||
Less: accumulated amortization | 1,446 | 1,014 | |||||||||||||||||||||||||||
Intangible liabilities, net (1) | $ | (10,012 | ) | $ | (14,502 | ) | |||||||||||||||||||||||
FOOTNOTE: | |||||||||||||||||||||||||||||
(1) | Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||||||||||
As of March 31, 2015, a tenant, who leases two of the Company’s specialty hospitals, was not current under its lease obligations with an outstanding rent receivable of approximately $0.3 million. Due to the uncertainty of the tenant’s ability to meet its future obligations under the leases, the Company recorded an impairment provision of approximately $5.5 million related to the lease intangibles and deferred rent assets as it was determined that the carrying value of these assets would more than likely not be recoverable. The Company also recorded an allowance to fully reserve the aforementioned rent receivable as of March 31, 2015. In addition, the Company assessed the underlying real estate assets for impairment and concluded that no adjustment to the carrying value was necessary as of March 31, 2015 based on the Company’s expected holding period and the estimated undiscounted cash flows and estimated net sales proceeds that could be generated by the property. | |||||||||||||||||||||||||||||
Amortization on the Company’s intangible assets was approximately $10.2 million for the three months ended March 31, 2015, of which approximately $0.5 million was treated as a reduction of rental income from operating leases, approximately $0.1 million was treated as an increase of property operating expenses and approximately $9.7 million was included in depreciation and amortization. Amortization on the Company’s intangible assets was approximately $4.5 million for the three months ended March 31, 2014, of which approximately $0.2 million was treated as a reduction of rental income from operating leases, approximately $0.03 million was treated as an increase of property operating expenses and approximately $4.2 million was included in depreciation and amortization. | |||||||||||||||||||||||||||||
Amortization on the Company’s intangible liabilities was approximately $0.4 million for the three months ended March 31, 2015, of which approximately $0.4 million was treated as an increase of rental income from operating leases and approximately $0.02 million dollars was treated as a reduction of property operating expenses. For the three months ended March 31, 2014, amortization on the Company’s intangible liabilities was approximately $0.1 million, 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 estimated future amortization on the Company’s intangibles for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of March 31, 2015 is as follows (in thousands): | |||||||||||||||||||||||||||||
In-place | Above- | Below- | Total | Below- | Above- | Total | |||||||||||||||||||||||
Lease | market | market | Assets | market | market | Liabilities | |||||||||||||||||||||||
Intangibles | Leases | Ground | Leases | Ground | |||||||||||||||||||||||||
Leases | Leases | ||||||||||||||||||||||||||||
2015 | $ | 27,251 | 1,400 | 228 | $ | 28,879 | $ | (935 | ) | (55 | ) | $ | (990 | ) | |||||||||||||||
2016 | 25,861 | 1,527 | 304 | 27,692 | (1,112 | ) | (73 | ) | (1,185 | ) | |||||||||||||||||||
2017 | 12,963 | 1,391 | 304 | 14,658 | (985 | ) | (73 | ) | (1,058 | ) | |||||||||||||||||||
2018 | 10,212 | 1,243 | 304 | 11,759 | (867 | ) | (73 | ) | (940 | ) | |||||||||||||||||||
2019 | 7,416 | 1,007 | 304 | 8,727 | (703 | ) | (73 | ) | (776 | ) | |||||||||||||||||||
Thereafter | 25,270 | 3,403 | 10,167 | 38,840 | (2,577 | ) | (2,486 | ) | (5,063 | ) | |||||||||||||||||||
$ | 108,973 | 9,971 | 11,611 | $ | 130,555 | $ | (7,179 | ) | (2,833 | ) | $ | (10,012 | ) | ||||||||||||||||
Weighted average remaining useful life as of March 31, 2015 (in years): | |||||||||||||||||||||||||||||
In-place | Above- | Below- | Below- | Above- | |||||||||||||||||||||||||
Lease | market | market | market | market | |||||||||||||||||||||||||
Intangibles | Leases | Ground | Leases | Ground | |||||||||||||||||||||||||
Leases | Leases | ||||||||||||||||||||||||||||
5.4 | 6 | 38.2 | 10.8 | 38.8 | |||||||||||||||||||||||||
Operating_Leases
Operating Leases | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Operating Leases | 6 | Operating Leases | |||
As of March 31, 2015, the Company owned 57 properties that were leased to tenants on a triple-net, net or modified gross basis, and accounted for as operating leases; of which, 24 are single-tenant properties that are 100% leased under operating leases and the remaining 33 are multi-tenant properties that are leased under operating leases. The Company’s leases had a weighted average remaining lease term of 6.6 years based on annualized base rents expiring between 2015 and 2033, subject to the tenants’ options to extend the lease periods ranging from two to ten years. In addition, certain tenants hold options to extend their leases for multiple periods. | |||||
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 $1.9 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 2015, each of the next four years and thereafter, as of March 31, 2015 (in thousands): | |||||
2015 | $ | 59,622 | |||
2016 | 75,451 | ||||
2017 | 71,805 | ||||
2018 | 67,852 | ||||
2019 | 58,901 | ||||
Thereafter | 215,715 | ||||
$ | 549,346 | ||||
The above future minimum lease payments to be received excludes tenant reimbursements, straight-line rent adjustments, amortization of above- and below-market lease intangibles and base rent attributable to any renewal options exercised by the tenants in the future. In addition, future minimum lease payments related to the two specialty hospitals have been excluded; refer to Note 5. “Intangibles, net” for additional information. |
Variable_Interest_Entities
Variable Interest Entities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Variable Interest Entities | 7 | Variable Interest Entities | |||||||
Consolidated VIEs – As of March 31, 2015, the Company has 16 wholly-owned subsidiaries, which are VIEs due to following factors and circumstances: | |||||||||
-1 | Five 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 | Four 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 | Five 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. | ||||||||
-4 | One of these subsidiaries is a joint venture with real estate under development in which the third-party developer has an opportunity to earn promoted interest payments after certain net operating income targets and internal rate of return targets have been met. | ||||||||
-5 | One of these subsidiaries is a joint venture with equity interest that consists of non-substantive voting rights. | ||||||||
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 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, 2015 and December 31, 2014 are as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Assets: | |||||||||
Real estate investment properties, net | $ | 173,192 | $ | 174,449 | |||||
Real estate under development, including land | $ | 66,013 | $ | 47,153 | |||||
Intangibles, net | $ | 24,673 | $ | 25,519 | |||||
Cash | $ | 3,911 | $ | 6,280 | |||||
Other assets | $ | 1,974 | $ | 511 | |||||
Loan costs, net | $ | 2,243 | $ | 2,300 | |||||
Deferred rent and lease incentives | $ | 3,296 | $ | 2,978 | |||||
Restricted cash | $ | 2,594 | $ | 5,304 | |||||
Liabilities: | |||||||||
Mortgages and other notes payable | $ | 146,298 | $ | 137,754 | |||||
Accounts payable and accrued expenses | $ | 2,435 | $ | 2,317 | |||||
Accrued development costs | $ | 9,181 | $ | 7,951 | |||||
Due to related parties | $ | 109 | $ | 219 | |||||
Other liabilities | $ | 5,756 | $ | 4,949 | |||||
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 $113.1 million as of March 31, 2015. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs. |
Ground_and_Air_Rights_Leases
Ground and Air Rights Leases | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Ground and Air Rights Leases | 8 | Ground and Air Rights Leases | |||
During the three months ended March 31, 2015, in conjunction with the Novi Orthopaedic Center and UT Cancer Institute detailed in Note 3. “Acquisitions,” the Company acquired interests in two additional ground leases. The Novi Orthopaedic Center and UT Cancer Institute ground leases represent operating leases with scheduled payments over the life of the respective lease expiring in 2096 and 2076, respectively. | |||||
Overall, under the terms of its ground and air rights lease agreements, the Company is responsible for the monthly rental payments. These amounts are billed monthly and recorded as property operating expenses in the accompanying consolidated statements of operations. In some cases, the Company is able to pass this expense through to its tenants as tenant reimbursement income. For the three months ended March 31, 2015 and 2014, the Company incurred approximately $0.6 million and $0.1 million, respectively, in ground and air rights lease expense, including any straight-line rent adjustments. | |||||
The following is a schedule of future minimum lease payments to be paid under the ground and air rights leases for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of March 31, 2015 (in thousands): | |||||
2015 | $ | 1,231 | |||
2016 | 1,665 | ||||
2017 | 1,706 | ||||
2018 | 1,752 | ||||
2019 | 1,777 | ||||
Thereafter | 120,533 | ||||
$ | 128,664 | ||||
Contingent_Purchase_Price_Cons
Contingent Purchase Price Consideration | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Contingent Purchase Price Consideration | 9 | Contingent Purchase Price Consideration | |||||||
Capital Health Communities | |||||||||
In connection with the acquisition of the Capital Health Communities in 2012, the Company required that approximately $7.0 million of the purchase price be placed in an escrow account as the seller guaranteed the Company an annual return of at least $6.9 million, $7.0 million, and $7.1 million of net operating income on the acquired properties during 2013, 2014 and 2015, respectively (“Yield Guaranty”). As of March 31, 2015, the Company determined the fair value of the Yield Guaranty to be $4.1 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, 2015 and 2014 (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | 4,078 | $ | 4,488 | |||||
Yield Guaranty payment received from seller | — | (2,300 | ) | ||||||
Ending balance | $ | 4,078 | $ | 2,188 | |||||
South Bay II Communities | |||||||||
In conjunction with the acquisition of the South Bay II Communities, the Company entered into an agreement with the sellers whereby the purchase price is adjusted in the event that certain net operating income targets are met. The additional consideration was determined within three months of the acquisition date and is 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. The following table provides a roll-forward of the fair value of the estimated contingent purchase price consideration related to the South Bay II Communities for the three months ended March 31, 2015 and 2014 (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | — | $ | — | |||||
Contingent consideration in connection with acquisition | — | 2,570 | |||||||
Ending balance | $ | — | $ | 2,570 | |||||
Fair Value Measurements | |||||||||
The fair value of the contingent purchase price 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 are categorized as Level 3 on the three-level fair value hierarchy. |
Indebtedness
Indebtedness | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Indebtedness | 10 | Indebtedness | |||||||||||
The following table provides details of the Company’s indebtedness as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Mortgages payable and other notes payable: | |||||||||||||
Fixed rate debt | $ | 375,889 | $ | 370,854 | |||||||||
Variable rate debt (1) | 462,138 | 482,922 | |||||||||||
Mortgages and other notes payable | 838,027 | 853,776 | |||||||||||
Premium (discount), net (2) | (180 | ) | (215 | ) | |||||||||
Total mortgages and other notes payable, net | 837,847 | 853,561 | |||||||||||
Credit facilities: | |||||||||||||
Term Loan Facility (1) | 175,000 | 175,000 | |||||||||||
Revolving Credit Facility (3) | — | 31,403 | |||||||||||
Total borrowings | $ | 1,012,847 | $ | 1,059,964 | |||||||||
FOOTNOTES: | |||||||||||||
-1 | As of March 31, 2015 and December 31, 2014, the Company had entered into interest rate swaps with notional amounts of approximately $194.5 million and $182.1 million, respectively, which were settling on a monthly basis. In addition, as of March 31, 2015 and December 31, 2014, the Company had entered into forward-starting interest rate swaps for total notional amounts of approximately $365.7 million and $269.4 million, respectively, in order to hedge its exposure to variable rate debt in future periods. The remaining forward-starting interest rate swaps have a range of effective dates beginning in 2015 and continuing through the maturity date of the loan being hedged (ranging from 2016 through 2019). | ||||||||||||
-2 | Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition date. | ||||||||||||
-3 | As of March 31, 2015 and December 31, 2014, availability under the Revolving Credit Facility was approximately $54.1 million and $14.0 million, respectively, based on the value of the properties in the unencumbered collateral pool of assets supporting the loan. | ||||||||||||
Maturities of indebtedness for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of March 31, 2015 are as follows (in thousands): | |||||||||||||
2015 | $ | 13,566 | |||||||||||
2016 | 70,185 | ||||||||||||
2017 | 37,425 | ||||||||||||
2018 | 297,292 | ||||||||||||
2019 | 451,690 | ||||||||||||
Thereafter | 142,689 | ||||||||||||
$ | 1,012,847 | ||||||||||||
The Company financed previous acquisitions through additional mortgage loans and draws on existing construction loans. The following table provides details as of March 31, 2015 (in thousands): | |||||||||||||
Property and Loan Type | Interest Rate at | Payment Terms | Maturity | March 31, | |||||||||
March 31, | Date (2) | 2015 | |||||||||||
2015 (1) | |||||||||||||
ProMed Medical Building I; | 3.64% | Monthly principal and interest payments based upon a 30-year amortization schedule | 1/15/22 | $ | 7,184 | ||||||||
Mortgage Loan | per annum (3) | ||||||||||||
Total fixed rate debt | 7,184 | ||||||||||||
Raider Ranch Development; | 30-day | Monthly interest only payments through October 2017; principal and interest payments thereafter based on a 25-year amortization schedule | 10/27/17 | 786 | |||||||||
Construction Loan | LIBOR plus 3.50% at | ||||||||||||
0.5% LIBOR floor | |||||||||||||
HarborChase of Shorewood; | 30-day LIBOR | Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule | 7/15/19 | 2,463 | |||||||||
Construction Loan | plus 3%; | ||||||||||||
2% all in floor | |||||||||||||
Watercrest at Katy; | 30-day LIBOR | Monthly interest only payments through December 2017; principal and interest payments thereafter based on a 30-year amortization schedule | 12/27/19 | 1 | |||||||||
Construction Loan | plus 2.75% | ||||||||||||
per annum | |||||||||||||
Total variable rate debt | 3,250 | ||||||||||||
Fixed and variable rate debt | 10,434 | ||||||||||||
Premium (discount), net | — | ||||||||||||
Total debt | $ | 10,434 | |||||||||||
FOOTNOTES: | |||||||||||||
(1) | The 30-day LIBOR was approximately 0.18% as March 31, 2015. | ||||||||||||
(2) | Represents the initial maturity date (or, as applicable, the maturity date as extended). The maturity date may be extended beyond the date shown subject to certain lender conditions. | ||||||||||||
(3) | Beginning January 2020, the interest rate transitions to variable rate based on 30-day LIBOR plus 2.20% per annum. | ||||||||||||
In March 2015, the Company repaid its $30.0 million outstanding mortgage loan on the Perennial Communities prior to its scheduled maturity. In connection therewith, the Company wrote-off approximately $0.2 million in unamortized loan costs as interest expense and loan cost amortization in the accompanying condensed consolidated statements of operations. In addition, the corresponding interest rate swap was terminated and approximately $0.1 million related to the derecognition of the cash flow hedge was reclassified from other comprehensive loss to interest expense and loan cost amortization in the accompanying condensed consolidated financial statements. | |||||||||||||
In December 2014, the Company amended and restated the terms of its credit agreement with KeyBank, as administrative agent, by entering into a $230 million Revolving Credit Facility and a $175 million Term Loan Facility. Pursuant to the Amended Credit Agreement, the Company has the ability to increase the collective borrowings under the Credit Facilities to $700 million. Moreover, the Revolving Credit Facility has an initial term of 36 months plus two 12-month extension options; whereas, the Term Loan Facility has an initial term of 50 months plus one 12-month extension option. The Credit Facilities bear interest based on LIBOR and a spread that varies with the Company’s. In addition, the Company is required to make interest only payments until the respective maturity dates of the Credit Facilities as well as to pay fees ranging from 0.15% to 0.25% for unused commitments on the Revolving Credit Facility. | |||||||||||||
The Credit Facilities contain affirmative, negative, and financial covenants which are customary for loans of this type, including (but not limited to): (i) maximum leverage, (ii) minimum fixed charge coverage ratio, (iii) minimum consolidated net worth, (iv) restrictions on payments of cash distributions except if required by REIT requirements, (v) maximum secured and unsecured indebtedness, and (vi) limitations on certain types of investments and with respect to the pool of properties supporting borrowings under the Credit Facilities, minimum debt service coverage ratio, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. 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 Credit Facilities) and the minimum amount of distributions required to maintain the Company’s REIT status. | |||||||||||||
All of the Company’s mortgage and construction loans contain customary financial covenants and ratios; including (but not limited to): debt service coverage ratio, minimum occupancy levels, limitations on incurrence of additional indebtedness, etc. As of March 31, 2015, the Company was in compliance with all financial covenants and ratios. However, as a result of the tenant default discussed in Note 5. “Intangibles, net,” the Company is monitoring the potential impact to the required debt service payments on the mortgage loan secured by the two specialty hospitals as the related loan agreements contain a clause that, if certain lease coverage thresholds are not maintained by the tenant on a trailing six-month basis, could require the Company to re-amortize the mortgage loan from a 25-year to a 15-year amortization period and require the escrow of property taxes and insurance. As of March 31, 2015 and through the date of this filing, the Company is not able to determine with certainty if the tenant has met the required lease coverage thresholds as required under the mortgage loan. However, as a result of the tenant’s default of its obligations under the leases, the Company does not believe the tenant currently meets the required lease coverage thresholds or will be able to do so in the future. Therefore, the Company anticipates that its required debt service payments related to these properties could be accelerated as a result of any continued default by the tenant. | |||||||||||||
The fair market value and carrying value of the mortgage and other notes payable was approximately $864.5 million and $837.8 million, respectively, and both the fair market value and carrying value of the Credit Facilities was $175.0 million as of March 31, 2015. The fair market value and carrying value of the mortgage and other notes payable was approximately $868.5 million and $853.6 million, respectively, and both the fair market value and carrying value of the Credit Facilities was $206.4 million as of December 31, 2014. 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, 2015 and December 31, 2014 because of the relatively short maturities of the obligations. |
Related_Party_Arrangements
Related Party Arrangements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
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”) automatically renews for consecutive one year periods, subject to the right of the Advisor or Property Manager to terminate their respective agreements upon 30 days’ written notice to the Company. | |||||||||||||||||
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 settled, 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. 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. | |||||||||||||||||
The following fees were settled and paid in the form of Restricted Stock in connection with the Expense Support Agreements for the three months ended March 31, 2015 and 2014, and cumulatively as of March 31, 2015 (in thousands, except offering price): | |||||||||||||||||
Three Months | As of | ||||||||||||||||
Ended March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | |||||||||||||||
Asset management fees (1) | $ | 545 | $ | 848 | $ | 6,814 | |||||||||||
Then-current offering price (2) | $ | 10.58 | $ | 10.14 | $ | 10.58 | |||||||||||
Restricted stock shares (3) | 52 | 84 | 670 | ||||||||||||||
Cash distributions on Restricted Stock (4) | $ | 54 | $ | 5 | $ | 157 | |||||||||||
Stock distributions on Restricted Stock (5) | 4 | — | (6) | 11 | |||||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | No other amounts have been settled in accordance with the Expense Support Agreements for the three months ended March 31, 2015 and 2014, and cumulatively as of March 31, 2015. | ||||||||||||||||
(2) | The then-current offering prices are based on the Company’s net asset value (“NAV”) per share as of the Determination Date. | ||||||||||||||||
(3) | Restricted stock shares are comprised of approximately 0.05 million issuable to the Advisor as of March 31, 2015. No fair value was assigned to the restricted stock shares as the shares were valued at zero, which represents the lowest possible value estimated at vesting. In addition, the restricted stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met through March 31, 2015. | ||||||||||||||||
(4) | The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(5) | The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(6) | During the three months ended March 31, 2014, the Advisor received 358 shares in the form of stock distributions under the terms of the Advisor Expense Support Agreement. | ||||||||||||||||
The Company maintains accounts totaling approximately $0.1 million as of both March 31, 2015 and December 31, 2014, at a bank in which the Company’s chairman serves as a director. | |||||||||||||||||
In March 2015, the Company acquired Fieldstone Memory Care, a 40-unit memory care community located in Yakima, Washington for a purchase price of $12.4 million from a related party of the Company’s Sponsor. The board of directors, including all of the independent directors, concluded that substantial justification existed to consummate the Fieldstone Memory Care acquisition, and that the transaction and the purchase price are fair and reasonable. In determining whether to approve the Fieldstone Transaction, the board of directors reviewed and took into account, among other factors it deemed appropriate, the following information, facts and circumstances: an affiliate of CNL is the majority interest holder and managing member of the seller; that the purchase price exceeds the seller’s acquisition and development costs; a March 2015 independent appraisal; and a prospective value upon reaching stabilization. | |||||||||||||||||
In June 2013, the Company originated an acquisition, development and construction loan (“ADC Loan”) to C4 Development, LLC (“Crosland Southeast”), a related party by virtue of a family relationship between a principal of the borrower and the Company’s vice chairman who recused himself from review and approval of the investment, for the development of an MOB in Rutland, Virginia that will function as an out-patient emergency and imaging center and was leased to Hospital Corporation of America (“HCA”). As of December 31, 2014, the Company’s ADC Loan had been fully repaid. For the three months ended March 31, 2014, the Company recorded interest income of approximately $0.1 million, which is included in interest income on note receivable from related party in the accompanying condensed consolidated statements of operations. | |||||||||||||||||
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 (“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) (“Limitation”), unless a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors (“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, 2015, the Company did not incur operating expenses in excess of the Limitation. | |||||||||||||||||
The fees incurred by and reimbursable to the Managing Dealer in connection with the Company’s Offering for the three months ended March 31, 2015 and 2014, and related amounts unpaid as of March 31, 2015 and December 31, 2014 are as follows (in thousands): | |||||||||||||||||
Three Months Ended | Unpaid amounts as of (1) | ||||||||||||||||
March 31, | March 31, | December 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Selling commissions (2) | $ | 4,022 | $ | 2,453 | $ | 77 | $ | 388 | |||||||||
Marketing support fees (2) | 5,387 | 2,584 | 141 | 555 | |||||||||||||
$ | 9,409 | $ | 5,037 | $ | 218 | $ | 943 | ||||||||||
The expenses and fees incurred by and reimbursable to the Company’s related parties for the three months ended March 31, 2015 and 2014, and related amounts unpaid as of March 31, 2015 and December 31, 2014 are as follows (in thousands): | |||||||||||||||||
Three Months Ended | Unpaid amounts as of (1) | ||||||||||||||||
March 31, | March 31, | December 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Reimbursable expenses: | |||||||||||||||||
Offering costs (2) | $ | 882 | $ | 826 | $ | 608 | $ | 713 | |||||||||
Operating expenses (3) | 898 | 199 | 877 | 479 | |||||||||||||
Acquisition fees and expenses | 104 | 235 | 12 | 80 | |||||||||||||
1,884 | 1,260 | 1,497 | 1,272 | ||||||||||||||
Investment services fees (4) | 1,416 | 4,046 | — | — | |||||||||||||
Property management fees (5) | 980 | 460 | 514 | 429 | |||||||||||||
Asset management fees (6) | 4,886 | 2,666 | 1,116 | 355 | |||||||||||||
$ | 9,166 | $ | 8,432 | $ | 3,127 | $ | 2,056 | ||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | ||||||||||||||||
(2) | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. | ||||||||||||||||
(3) | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(4) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.4 million and $4.0 million, respectively. For the three months ended March 31, 2014, investment services fees of approximately $0.5 million were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. No investment services fees were capitalized for the three months ended March 31, 2015. Investment service fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(5) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.0 million and $0.5 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.3 million and $0.1 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. | ||||||||||||||||
(6) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $4.9 million and $2.7 million, respectively, in asset management fees payable to the Advisor of which approximately $0.5 million and $0.8 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Derivative Financial Instruments | 12 | Derivative Financial Instruments | |||||||||||||||||||||||||||
The following table summarizes the terms of the derivative financial instruments held by the Company or through its joint venture and the asset (liability) that has been recorded (in thousands): | |||||||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||||||
asset (liability) as of | |||||||||||||||||||||||||||||
Initial Notional Amount | Strike (1) | Credit | Trade | Forward | Maturity | March 31, | December 31, | ||||||||||||||||||||||
Spread (1) | date | date | date | 2015 | 2014 | ||||||||||||||||||||||||
$12,421(2) | 1.3 | % | 2.6 | % | 1/17/13 | 1/15/15 | 1/16/18 | $ | (142 | ) | $ | (71 | ) | ||||||||||||||||
$38,255(2) | 2.7 | % | 2.5 | % | 9/6/13 | 8/17/15 | 7/10/18 | $ | (1,626 | ) | $ | (1,228 | ) | ||||||||||||||||
$26,067(2) | 2.8 | % | 2.5 | % | 9/6/13 | 8/17/15 | 8/29/18 | $ | (1,193 | ) | $ | (906 | ) | ||||||||||||||||
$30,000(2) | 1.1 | % | 2.7 | % | 10/22/13 | 8/5/15 | 8/19/16 | $ | (162 | ) | $ | (82 | ) | ||||||||||||||||
$29,952(2) | 0.9 | % | 4.3 | % | 11/13/13 | 5/11/15 | 5/31/16 | $ | — | $ | (74 | ) | |||||||||||||||||
$11,000(3) | 3 | % | — | % | 6/27/14 | 6/30/14 | 6/30/17 | $ | 4 | $ | 10 | ||||||||||||||||||
$48,415(2) | 2.4 | % | 2.9 | % | 8/15/14 | 6/1/16 | 6/2/19 | $ | (795 | ) | $ | (270 | ) | ||||||||||||||||
$84,251(2) | 2.3 | % | 2.4 | % | 9/12/14 | 8/1/15 | 7/15/19 | $ | (2,431 | ) | $ | (1,326 | ) | ||||||||||||||||
$7,129(2) | 1.2 | % | 2.3 | % | 11/12/14 | 11/15/14 | 10/15/17 | $ | (67 | ) | $ | (35 | ) | ||||||||||||||||
$175,000(2) | 1.6 | % | 2 | % | 12/23/14 | 12/19/14 | 2/19/19 | $ | (2,552 | ) | $ | (881 | ) | ||||||||||||||||
$138,698(2) | 1.7 | % | 2 | % | 1/9/15 | 12/10/15 | 12/22/19 | $ | (1,099 | ) | $ | — | |||||||||||||||||
FOOTNOTES: | |||||||||||||||||||||||||||||
(1) | The all-in rates are equal to the sum of the Strike and Credit Spread detailed above. | ||||||||||||||||||||||||||||
(2) | Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying consolidated balance sheets. | ||||||||||||||||||||||||||||
(3) | Amounts related to the interest rate cap held by the Windsor Manor 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 consolidated balance sheets. | ||||||||||||||||||||||||||||
Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative financial instruments and has determined that the credit valuation adjustments on the overall valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company determined that its derivative financial instruments valuation in its entirety is classified in Level 2 of 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 which could, in turn, impact the Company’s or its joint venture’s results of operations. |
Equity
Equity | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Equity | 13 | Equity | |||||||||||||||||||||||||||||||
Stockholders’ Equity: | |||||||||||||||||||||||||||||||||
Public Offering — The following table details the Company’s aggregate proceeds from its Offerings as of March 31, 2015 and December 31, 2014 (in millions): | |||||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||||||
Subscriptions | Reinvestment Plan | Subscriptions | Reinvestment Plan | ||||||||||||||||||||||||||||||
Proceeds | Shares | Proceeds | Shares | Proceeds | Shares | Proceeds | Shares | ||||||||||||||||||||||||||
Initial Offering | $ | 1,271.40 | 125.1 | $ | 27.1 | 125.1 | $ | 1,114.20 | 110.2 | $ | 27.1 | 2.8 | |||||||||||||||||||||
Follow-on Offering | 23.5 | 2.2 | 7.6 | 0.8 | — | — | — | — | |||||||||||||||||||||||||
$ | 1,294.90 | 127.3 | $ | 34.7 | 125.9 | $ | 1,114.20 | 110.2 | $ | 27.1 | 2.8 | ||||||||||||||||||||||
Distributions — The following table details the Company’s historical share prices in its Offerings, including the prices pursuant to the Reinvestment Plan and the Company’s monthly cash and stock distributions per share: | |||||||||||||||||||||||||||||||||
Period | Offering Price | Reinvestment | Monthly | Monthly | |||||||||||||||||||||||||||||
per Share | Plan Price | Cash | Stock | ||||||||||||||||||||||||||||||
per Share | Distributions (1) | Distributions | |||||||||||||||||||||||||||||||
December 11, 2013 through November 3, 2014 | $ | 10.14 | $ | 9.64 | $ | 0.0338 | 0.0025 | ||||||||||||||||||||||||||
November 4, 2014 through date of this filing | $ | 10.58 | $ | 10.06 | $ | 0.0353 | 0.0025 | ||||||||||||||||||||||||||
FOOTNOTE: | |||||||||||||||||||||||||||||||||
(1) | Monthly cash distributions were effective and payable to all common stockholders of record as of the close of business on the first business day in the month subsequent to the announcement of the Company’s NAV (i.e. December 1, 2014 for the current Offering price). | ||||||||||||||||||||||||||||||||
During the three months ended March 31, 2015 and 2014, the Company declared cash distributions of $13.2 million and $6.1 million, respectively, of which $5.6 million and $2.8 million, were paid in cash to stockholders and $7.6 million and $3.3 million, respectively, were reinvested pursuant to the Reinvestment Plan. In addition, for the three months ended March 31, 2015 and 2014, the Company declared and made stock distributions of approximately 0.9 million and 0.5 million shares of common stock, respectively. | |||||||||||||||||||||||||||||||||
The tax composition of the Company’s distributions declared for the three months ended March 31, 2015 and 2014 were as follows: | |||||||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||||||
Distribution Type | 2015 | 2014 | |||||||||||||||||||||||||||||||
Taxable as ordinary income | 48.9 | % | 20 | % | |||||||||||||||||||||||||||||
Return of capital | 51.1 | % | 80 | % | |||||||||||||||||||||||||||||
Redemptions — During the three months ended March 31, 2015 and 2014, the Company received requests for the redemption of common stock of approximately 0.2 million and 0.03 million shares, respectively, all of which were approved for redemption at an average price of $9.51 and $9.13, respectively, and for a total of approximately $1.9 million and $0.3 million, respectively. | |||||||||||||||||||||||||||||||||
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, 2015 and 2014 (in thousands): | |||||||||||||||||||||||||||||||||
Derivative Financial | Loss recognized in other | Location of loss | Loss reclassified from | ||||||||||||||||||||||||||||||
Instrument | comprehensive loss | reclassified into | AOCI into earnings | ||||||||||||||||||||||||||||||
on derivative financial | earnings | (Effective Portion) | |||||||||||||||||||||||||||||||
instrument | (Effective Portion) | ||||||||||||||||||||||||||||||||
(Effective Portion) | |||||||||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||||||||||||||||||
Interest rate swaps | $ | (5,268 | ) | $ | (223 | ) | Interest expense and | $ | (659 | ) | $ | — | |||||||||||||||||||||
loan cost amortization | |||||||||||||||||||||||||||||||||
Reclassification of interest rate | 74 | — | Interest expense and loan cost amortization | (74 | ) | — | |||||||||||||||||||||||||||
swaps upon derecognition | |||||||||||||||||||||||||||||||||
Interest rate cap held by | (6 | ) | — | Not applicable | — | — | |||||||||||||||||||||||||||
unconsolidated joint venture | |||||||||||||||||||||||||||||||||
Interest rate swap held by | — | (26 | ) | Not applicable | — | — | |||||||||||||||||||||||||||
unconsolidated joint venture | |||||||||||||||||||||||||||||||||
Total | $ | (5,200 | ) | $ | (249 | ) | $ | (733 | ) | $ | — | ||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies | 14 | 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. | ||
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, 2015 | ||
Subsequent Events | 15 | Subsequent Events |
Equity transactions | ||
During the period from April 1, 2015 through May 4, 2015, the Company received additional subscription proceeds of approximately $66.3 million (6.3 million shares). | ||
The Company’s board of directors declared a monthly cash distribution of $0.0353 and a monthly stock distribution of 0.0025 shares on each outstanding share of common stock on April 1, 2015 and May 1, 2015. These distributions are to be paid and distributed by June 30, 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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, 2015 may not be indicative of the results that may be expected for the year ending December 31, 2015. Amounts as of December 31, 2014 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, 2014. |
The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly owned subsidiaries or subsidiaries for which the Company has a controlling financial interest, including the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary. 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. Accordingly, actual results could differ from those estimates. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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 has determined that the amendments will impact the Company’s determinations of which future property disposals, if any, qualify as discontinued operations and will require additional disclosure about discontinued operations for future property disposals, if any. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standard Concept (“ASC”) topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the amendments of ASU 2014-09; however, these amendments could potentially have a significant effect on the Company’s consolidated financial position, results of operations or cash flows. |
In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. | |
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that loan costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The ASU is to be applied on retrospectively for each period presented. Upon adoption, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company has determined that it will not early adopt this ASU and that the amendments will materially impact the Company’s consolidated financial position but will not have a material impact on the Company’s consolidated results of operations or cash flows. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Acquisitions of Properties | Real Estate Investment Properties — During the three months ended March 31, 2015, the Company acquired the following three properties, which were comprised of two medical office buildings (“MOB”) and one senior housing community: | ||||||||||||
Name and Location | Structure | Date | Purchase Price | ||||||||||
Acquired | (in thousands) | ||||||||||||
Medical Office | |||||||||||||
Novi Orthopaedic Center | Modified Lease | 2/13/15 | $ | 30,500 | (1) | ||||||||
Novi, MI | |||||||||||||
Southeast Medical Office Properties | |||||||||||||
UT Cancer Institute | Modified Lease | 2/20/15 | 33,660 | ||||||||||
Knoxville, TN | |||||||||||||
Senior Housing | |||||||||||||
Fieldstone Memory Care (2) | Managed | 3/31/15 | 12,400 | (1) | |||||||||
Yakima, WA | |||||||||||||
$ | 76,560 | ||||||||||||
FOOTNOTES: | |||||||||||||
-1 | This represents a single property acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||||||||||
-2 | This property was purchased from a related party of the Company’s Sponsor; refer to Note 11. “Related Party Arrangements” for additional information. | ||||||||||||
During the three months ended March 31, 2014, the Company acquired the following ten properties, which were comprised of nine senior housing communities and one MOB: | |||||||||||||
Name and Location | Structure | Date | Purchase Price | ||||||||||
Acquired | (in thousands) | ||||||||||||
Medical Office | |||||||||||||
Chula Vista Medical Arts | Modified Lease | 1/21/14 | $ | 17,863 | (1) | ||||||||
Chula Vista, CA (“San Diego”) | |||||||||||||
Senior Housing | |||||||||||||
Pacific Northwest II Communities | |||||||||||||
Prestige Senior Living Auburn Meadows | Managed | 2/3/14 | 21,930 | ||||||||||
Auburn, WA (“Seattle”) | |||||||||||||
Prestige Senior Living Bridgewood | Managed | 2/3/14 | 22,096 | ||||||||||
Vancouver, WA (“Portland”) | |||||||||||||
Prestige Senior Living Monticello Park | Managed | 2/3/14 | 27,360 | ||||||||||
Longview, WA | |||||||||||||
Prestige Senior Living Rosemont | Managed | 2/3/14 | 16,877 | ||||||||||
Yelm, WA | |||||||||||||
Prestige Senior Living West Hills | Managed | 3/3/14 | 14,986 | ||||||||||
Corvallis, OR | |||||||||||||
South Bay II Communities | |||||||||||||
Isle at Cedar Ridge | Managed | 2/28/14 | 21,000 | (2) | |||||||||
Cedar Park, TX (“Austin”) | |||||||||||||
HarborChase of Plainfield | Managed | 3/28/14 | 26,500 | ||||||||||
Plainfield, IL | |||||||||||||
Legacy Ranch Alzheimer’s Special Care Center | Managed | 3/28/14 | 11,500 | (2) | |||||||||
Midland, TX | |||||||||||||
The Springs Alzheimer’s Special Care Center | Managed | 3/28/14 | 10,500 | (2) | |||||||||
San Angelo, TX | |||||||||||||
$ | 190,612 | ||||||||||||
FOOTNOTES: | |||||||||||||
-1 | This represents a single property acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||||||||||
-2 | This purchase price does not reflect subsequent contingent purchase price consideration paid related to the acquisition of these properties; refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for the final purchase price of these properties. | ||||||||||||
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, | |||||||||||||
2015 | 2014 | ||||||||||||
Land and land improvements | $ | 3,032 | $ | 18,446 | |||||||||
Buildings and building improvements | 63,825 | 154,607 | |||||||||||
Furniture, fixtures and equipment | 455 | 5,572 | |||||||||||
Intangibles (1) | 10,298 | 15,259 | |||||||||||
Other liabilities | (1,050 | ) | (702 | ) | |||||||||
Net assets acquired | 76,560 | 193,182 | |||||||||||
Contingent purchase price consideration | — | (2,570 | ) | ||||||||||
Total purchase price consideration | $ | 76,560 | $ | 190,612 | |||||||||
FOOTNOTE: | |||||||||||||
-1 | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the three months ended March 31, 2015 and 2014 was approximately 12.3 years and 3.0 years, respectively. The acquired lease intangibles during the three months ended March 31, 2015 were comprised of approximately $8.5 million and $1.8 million of in-place lease intangibles and other lease intangibles, respectively, and the acquired lease intangibles during the three months ended March 31, 2014 were comprised of approximately $15.2 million and $0.02 million of in-place lease intangibles and other lease intangibles, respectively. | ||||||||||||
Schedule of Unaudited Proforma Results of Operations | The following table presents the unaudited pro forma results of operations for the Company as if the properties were acquired as of January 1, 2014 and owned during the three months ended March 31, 2015 and 2014 (in thousands except per share data): | ||||||||||||
(Unaudited) | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Revenues | $ | 65,442 | $ | 37,077 | |||||||||
Net income (loss) (1) | $ | (17,465 | ) | $ | (9,656 | ) | |||||||
Loss per share of common stock (basic and diluted) | $ | (0.13 | ) | $ | (0.15 | ) | |||||||
Weighted average number of shares of common stock outstanding (basic and diluted) (2) | 129,627 | 65,273 | |||||||||||
FOOTNOTES: | |||||||||||||
-1 | The unaudited pro forma results for the three months ended March 31, 2015, were adjusted to exclude approximately $0.7 million of acquisition related expenses directly attributable to the properties acquired during the three months ended March 31, 2015. The unaudited pro forma results for the three months ended March 31, 2014 were adjusted to include these acquisition related expenses, as if the properties had been acquired on January 1, 2014. The unaudited pro forma results for the three months ended March 31, 2014 were adjusted to exclude approximately $6.4 million of acquisition related expenses directly attributable to the properties acquired during the three months ended March 31, 2014, as if the properties had been acquired as of January 1, 2013. | ||||||||||||
-2 | No additional shares were required to be issued as a result of the acquired properties. The weighted average shares outstanding was not adjusted as of January 1, 2014. |
Real_Estate_Assets_net_Tables
Real Estate Assets, net (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Schedule of Real Estate Investment Properties | The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of March 31, 2015 and December 31, 2014 are as follows (in thousands): | ||||||||||
March 31, | December 31, | ||||||||||
2015 | 2014 | ||||||||||
Land and land improvements | $ | 131,713 | $ | 128,662 | |||||||
Building and building improvements | 1,609,713 | 1,545,614 | |||||||||
Furniture, fixtures and equipment | 38,265 | 36,319 | |||||||||
Less: accumulated depreciation | (66,712 | ) | (53,095 | ) | |||||||
Real estate investment properties, net | 1,712,979 | 1,657,500 | |||||||||
Real estate under development, including land | 66,013 | 47,153 | |||||||||
Total real estate assets, net | $ | 1,778,992 | $ | 1,704,653 | |||||||
Under Development with Third-Party Developers | |||||||||||
Schedule of Real Estate Investment Properties | As of March 31, 2015, four of the Company’s senior housing communities have real estate under development with third-party developers as follows (in thousands): | ||||||||||
Property Name | Developer | Real Estate | Remaining | ||||||||
(and Location) | Development | Development | |||||||||
Costs Incurred (1) | Budget (2) | ||||||||||
Wellmore of Tega Cay | Maxwell Group, Inc. | $ | 29,148 | $ | 10,959 | ||||||
(Tega Cay, SC) | |||||||||||
HarborChase of Shorewood | Harbor Shorewood | 15,095 | 11,979 | ||||||||
(Shorewood, WI) | Development, LLC | ||||||||||
Watercrest at Katy | South Bay Partners, Ltd | 12,730 | 27,692 | ||||||||
(Katy, TX) (3) | |||||||||||
Raider Ranch | South Bay Partners, Ltd | 9,040 | 8,524 | ||||||||
(Lubbock, TX) | |||||||||||
$ | 66,013 | $ | 59,154 | ||||||||
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, 2015. 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 be expensed as incurred. | ||||||||||
(3) | This property is owned through a joint venture in which the Company’s initial ownership interest is 95%. |
Intangibles_net_Tables
Intangibles, net (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
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, 2015 and December 31, 2014 are as follows (in thousands): | ||||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||
In-place lease intangibles | $ | 147,574 | $ | 148,880 | |||||||||||||||||||||||||
Above-market lease intangibles | 11,625 | 11,320 | |||||||||||||||||||||||||||
Below-market ground lease intangibles | 11,846 | 10,314 | |||||||||||||||||||||||||||
Less: accumulated amortization | (40,490 | ) | (30,250 | ) | |||||||||||||||||||||||||
Intangible assets, net | $ | 130,555 | $ | 140,264 | |||||||||||||||||||||||||
Below-market lease intangibles | $ | (8,594 | ) | $ | (13,243 | ) | |||||||||||||||||||||||
Above-market ground lease intangibles | (2,864 | ) | (2,273 | ) | |||||||||||||||||||||||||
Less: accumulated amortization | 1,446 | 1,014 | |||||||||||||||||||||||||||
Intangible liabilities, net (1) | $ | (10,012 | ) | $ | (14,502 | ) | |||||||||||||||||||||||
FOOTNOTE: | |||||||||||||||||||||||||||||
(1) | Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||||||||||
Schedule of Estimated Future Amortization and Weighted Average Remaining Useful Life | The estimated future amortization on the Company’s intangibles for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of March 31, 2015 is as follows (in thousands): | ||||||||||||||||||||||||||||
In-place | Above- | Below- | Total | Below- | Above- | Total | |||||||||||||||||||||||
Lease | market | market | Assets | market | market | Liabilities | |||||||||||||||||||||||
Intangibles | Leases | Ground | Leases | Ground | |||||||||||||||||||||||||
Leases | Leases | ||||||||||||||||||||||||||||
2015 | $ | 27,251 | 1,400 | 228 | $ | 28,879 | $ | (935 | ) | (55 | ) | $ | (990 | ) | |||||||||||||||
2016 | 25,861 | 1,527 | 304 | 27,692 | (1,112 | ) | (73 | ) | (1,185 | ) | |||||||||||||||||||
2017 | 12,963 | 1,391 | 304 | 14,658 | (985 | ) | (73 | ) | (1,058 | ) | |||||||||||||||||||
2018 | 10,212 | 1,243 | 304 | 11,759 | (867 | ) | (73 | ) | (940 | ) | |||||||||||||||||||
2019 | 7,416 | 1,007 | 304 | 8,727 | (703 | ) | (73 | ) | (776 | ) | |||||||||||||||||||
Thereafter | 25,270 | 3,403 | 10,167 | 38,840 | (2,577 | ) | (2,486 | ) | (5,063 | ) | |||||||||||||||||||
$ | 108,973 | 9,971 | 11,611 | $ | 130,555 | $ | (7,179 | ) | (2,833 | ) | $ | (10,012 | ) | ||||||||||||||||
Weighted average remaining useful life as of March 31, 2015 (in years): | |||||||||||||||||||||||||||||
In-place | Above- | Below- | Below- | Above- | |||||||||||||||||||||||||
Lease | market | market | market | market | |||||||||||||||||||||||||
Intangibles | Leases | Ground | Leases | Ground | |||||||||||||||||||||||||
Leases | Leases | ||||||||||||||||||||||||||||
5.4 | 6 | 38.2 | 10.8 | 38.8 | |||||||||||||||||||||||||
Ground_and_Air_Rights_Leases_T
Ground and Air Rights Leases (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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 2015, each of the next four years and thereafter, as of March 31, 2015 (in thousands): | ||||
2015 | $ | 59,622 | |||
2016 | 75,451 | ||||
2017 | 71,805 | ||||
2018 | 67,852 | ||||
2019 | 58,901 | ||||
Thereafter | 215,715 | ||||
$ | 549,346 | ||||
Ground and Air Rights Leases | |||||
Schedule of Future Minimum Lease Payments | The following is a schedule of future minimum lease payments to be paid under the ground and air rights leases for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of March 31, 2015 (in thousands): | ||||
2015 | $ | 1,231 | |||
2016 | 1,665 | ||||
2017 | 1,706 | ||||
2018 | 1,752 | ||||
2019 | 1,777 | ||||
Thereafter | 120,533 | ||||
$ | 128,664 | ||||
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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, 2015 and December 31, 2014 are as follows (in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Assets: | |||||||||
Real estate investment properties, net | $ | 173,192 | $ | 174,449 | |||||
Real estate under development, including land | $ | 66,013 | $ | 47,153 | |||||
Intangibles, net | $ | 24,673 | $ | 25,519 | |||||
Cash | $ | 3,911 | $ | 6,280 | |||||
Other assets | $ | 1,974 | $ | 511 | |||||
Loan costs, net | $ | 2,243 | $ | 2,300 | |||||
Deferred rent and lease incentives | $ | 3,296 | $ | 2,978 | |||||
Restricted cash | $ | 2,594 | $ | 5,304 | |||||
Liabilities: | |||||||||
Mortgages and other notes payable | $ | 146,298 | $ | 137,754 | |||||
Accounts payable and accrued expenses | $ | 2,435 | $ | 2,317 | |||||
Accrued development costs | $ | 9,181 | $ | 7,951 | |||||
Due to related parties | $ | 109 | $ | 219 | |||||
Other liabilities | $ | 5,756 | $ | 4,949 | |||||
Contingent_Purchase_Price_Cons1
Contingent Purchase Price Consideration (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Capital Health Communities | |||||||||
Fair Value of Contingent Purchase Price Consideration | 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, 2015 and 2014 (in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | 4,078 | $ | 4,488 | |||||
Yield Guaranty payment received from seller | — | (2,300 | ) | ||||||
Ending balance | $ | 4,078 | $ | 2,188 | |||||
South Bay II Communities | |||||||||
Fair Value of Contingent Purchase Price Consideration | The following table provides a roll-forward of the fair value of the estimated contingent purchase price consideration related to the South Bay II Communities for the three months ended March 31, 2015 and 2014 (in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | — | $ | — | |||||
Contingent consideration in connection with acquisition | — | 2,570 | |||||||
Ending balance | $ | — | $ | 2,570 | |||||
Indebtedness_Tables
Indebtedness (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Details of Indebtedness | The following table provides details of the Company’s indebtedness as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||
March 31, | December 31, | ||||||||||||
2015 | 2014 | ||||||||||||
Mortgages payable and other notes payable: | |||||||||||||
Fixed rate debt | $ | 375,889 | $ | 370,854 | |||||||||
Variable rate debt (1) | 462,138 | 482,922 | |||||||||||
Mortgages and other notes payable | 838,027 | 853,776 | |||||||||||
Premium (discount), net (2) | (180 | ) | (215 | ) | |||||||||
Total mortgages and other notes payable, net | 837,847 | 853,561 | |||||||||||
Credit facilities: | |||||||||||||
Term Loan Facility (1) | 175,000 | 175,000 | |||||||||||
Revolving Credit Facility (3) | — | 31,403 | |||||||||||
Total borrowings | $ | 1,012,847 | $ | 1,059,964 | |||||||||
FOOTNOTES: | |||||||||||||
-1 | As of March 31, 2015 and December 31, 2014, the Company had entered into interest rate swaps with notional amounts of approximately $194.5 million and $182.1 million, respectively, which were settling on a monthly basis. In addition, as of March 31, 2015 and December 31, 2014, the Company had entered into forward-starting interest rate swaps for total notional amounts of approximately $365.7 million and $269.4 million, respectively, in order to hedge its exposure to variable rate debt in future periods. The remaining forward-starting interest rate swaps have a range of effective dates beginning in 2015 and continuing through the maturity date of the loan being hedged (ranging from 2016 through 2019). | ||||||||||||
-2 | Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition date. | ||||||||||||
-3 | As of March 31, 2015 and December 31, 2014, availability under the Revolving Credit Facility was approximately $54.1 million and $14.0 million, respectively, based on the value of the properties in the unencumbered collateral pool of assets supporting the loan. | ||||||||||||
Schedule of Maturities of Indebtedness | Maturities of indebtedness for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of March 31, 2015 are as follows (in thousands): | ||||||||||||
2015 | $ | 13,566 | |||||||||||
2016 | 70,185 | ||||||||||||
2017 | 37,425 | ||||||||||||
2018 | 297,292 | ||||||||||||
2019 | 451,690 | ||||||||||||
Thereafter | 142,689 | ||||||||||||
$ | 1,012,847 | ||||||||||||
Schedule of Indebtedness | The following table provides details as of March 31, 2015 (in thousands): | ||||||||||||
Property and Loan Type | Interest Rate at | Payment Terms | Maturity | March 31, | |||||||||
March 31, | Date (2) | 2015 | |||||||||||
2015 (1) | |||||||||||||
ProMed Medical Building I; | 3.64% | Monthly principal and interest payments based upon a 30-year amortization schedule | 1/15/22 | $ | 7,184 | ||||||||
Mortgage Loan | per annum (3) | ||||||||||||
Total fixed rate debt | 7,184 | ||||||||||||
Raider Ranch Development; | 30-day | Monthly interest only payments through October 2017; principal and interest payments thereafter based on a 25-year amortization schedule | 10/27/17 | 786 | |||||||||
Construction Loan | LIBOR plus 3.50% at | ||||||||||||
0.5% LIBOR floor | |||||||||||||
HarborChase of Shorewood; | 30-day LIBOR | Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule | 7/15/19 | 2,463 | |||||||||
Construction Loan | plus 3%; | ||||||||||||
2% all in floor | |||||||||||||
Watercrest at Katy; | 30-day LIBOR | Monthly interest only payments through December 2017; principal and interest payments thereafter based on a 30-year amortization schedule | 12/27/19 | 1 | |||||||||
Construction Loan | plus 2.75% | ||||||||||||
per annum | |||||||||||||
Total variable rate debt | 3,250 | ||||||||||||
Fixed and variable rate debt | 10,434 | ||||||||||||
Premium (discount), net | — | ||||||||||||
Total debt | $ | 10,434 | |||||||||||
FOOTNOTES: | |||||||||||||
(1) | The 30-day LIBOR was approximately 0.18% as March 31, 2015. | ||||||||||||
(2) | Represents the initial maturity date (or, as applicable, the maturity date as extended). The maturity date may be extended beyond the date shown subject to certain lender conditions. | ||||||||||||
(3) | Beginning January 2020, the interest rate transitions to variable rate based on 30-day LIBOR plus 2.20% per annum. |
Related_Party_Arrangements_Tab
Related Party Arrangements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Related Parties | |||||||||||||||||
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The expenses and fees incurred by and reimbursable to the Company’s related parties for the three months ended March 31, 2015 and 2014, and related amounts unpaid as of March 31, 2015 and December 31, 2014 are as follows (in thousands): | ||||||||||||||||
Three Months Ended | Unpaid amounts as of (1) | ||||||||||||||||
March 31, | March 31, | December 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Reimbursable expenses: | |||||||||||||||||
Offering costs (2) | $ | 882 | $ | 826 | $ | 608 | $ | 713 | |||||||||
Operating expenses (3) | 898 | 199 | 877 | 479 | |||||||||||||
Acquisition fees and expenses | 104 | 235 | 12 | 80 | |||||||||||||
1,884 | 1,260 | 1,497 | 1,272 | ||||||||||||||
Investment services fees (4) | 1,416 | 4,046 | — | — | |||||||||||||
Property management fees (5) | 980 | 460 | 514 | 429 | |||||||||||||
Asset management fees (6) | 4,886 | 2,666 | 1,116 | 355 | |||||||||||||
$ | 9,166 | $ | 8,432 | $ | 3,127 | $ | 2,056 | ||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | ||||||||||||||||
(2) | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. | ||||||||||||||||
(3) | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(4) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.4 million and $4.0 million, respectively. For the three months ended March 31, 2014, investment services fees of approximately $0.5 million were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. No investment services fees were capitalized for the three months ended March 31, 2015. Investment service fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(5) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.0 million and $0.5 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.3 million and $0.1 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. | ||||||||||||||||
(6) | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $4.9 million and $2.7 million, respectively, in asset management fees payable to the Advisor of which approximately $0.5 million and $0.8 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. | ||||||||||||||||
Expense Support Agreements | |||||||||||||||||
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The following fees were settled and paid in the form of Restricted Stock in connection with the Expense Support Agreements for the three months ended March 31, 2015 and 2014, and cumulatively as of March 31, 2015 (in thousands, except offering price): | ||||||||||||||||
Three Months | As of | ||||||||||||||||
Ended March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | |||||||||||||||
Asset management fees (1) | $ | 545 | $ | 848 | $ | 6,814 | |||||||||||
Then-current offering price (2) | $ | 10.58 | $ | 10.14 | $ | 10.58 | |||||||||||
Restricted stock shares (3) | 52 | 84 | 670 | ||||||||||||||
Cash distributions on Restricted Stock (4) | $ | 54 | $ | 5 | $ | 157 | |||||||||||
Stock distributions on Restricted Stock (5) | 4 | — | (6) | 11 | |||||||||||||
FOOTNOTES: | |||||||||||||||||
(1) | No other amounts have been settled in accordance with the Expense Support Agreements for the three months ended March 31, 2015 and 2014, and cumulatively as of March 31, 2015. | ||||||||||||||||
(2) | The then-current offering prices are based on the Company’s net asset value (“NAV”) per share as of the Determination Date. | ||||||||||||||||
(3) | Restricted stock shares are comprised of approximately 0.05 million issuable to the Advisor as of March 31, 2015. No fair value was assigned to the restricted stock shares as the shares were valued at zero, which represents the lowest possible value estimated at vesting. In addition, the restricted stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met through March 31, 2015. | ||||||||||||||||
(4) | The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(5) | The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
(6) | During the three months ended March 31, 2014, the Advisor received 358 shares in the form of stock distributions under the terms of the Advisor Expense Support Agreement. | ||||||||||||||||
Public Offering | Advisor | |||||||||||||||||
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The fees incurred by and reimbursable to the Managing Dealer in connection with the Company’s Offering for the three months ended March 31, 2015 and 2014, and related amounts unpaid as of March 31, 2015 and December 31, 2014 are as follows (in thousands): | ||||||||||||||||
Three Months Ended | Unpaid amounts as of (1) | ||||||||||||||||
March 31, | March 31, | December 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Selling commissions (2) | $ | 4,022 | $ | 2,453 | $ | 77 | $ | 388 | |||||||||
Marketing support fees (2) | 5,387 | 2,584 | 141 | 555 | |||||||||||||
$ | 9,409 | $ | 5,037 | $ | 218 | $ | 943 | ||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Summary of Gross and Net Amounts of Derivative Financial Instruments Presented in Condensed Consolidated Balance Sheet | The following table summarizes the terms of the derivative financial instruments held by the Company or through its joint venture and the asset (liability) that has been recorded (in thousands): | ||||||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||||||
asset (liability) as of | |||||||||||||||||||||||||||||
Initial Notional Amount | Strike (1) | Credit | Trade | Forward | Maturity | March 31, | December 31, | ||||||||||||||||||||||
Spread (1) | date | date | date | 2015 | 2014 | ||||||||||||||||||||||||
$12,421(2) | 1.3 | % | 2.6 | % | 1/17/13 | 1/15/15 | 1/16/18 | $ | (142 | ) | $ | (71 | ) | ||||||||||||||||
$38,255(2) | 2.7 | % | 2.5 | % | 9/6/13 | 8/17/15 | 7/10/18 | $ | (1,626 | ) | $ | (1,228 | ) | ||||||||||||||||
$26,067(2) | 2.8 | % | 2.5 | % | 9/6/13 | 8/17/15 | 8/29/18 | $ | (1,193 | ) | $ | (906 | ) | ||||||||||||||||
$30,000(2) | 1.1 | % | 2.7 | % | 10/22/13 | 8/5/15 | 8/19/16 | $ | (162 | ) | $ | (82 | ) | ||||||||||||||||
$29,952(2) | 0.9 | % | 4.3 | % | 11/13/13 | 5/11/15 | 5/31/16 | $ | — | $ | (74 | ) | |||||||||||||||||
$11,000(3) | 3 | % | — | % | 6/27/14 | 6/30/14 | 6/30/17 | $ | 4 | $ | 10 | ||||||||||||||||||
$48,415(2) | 2.4 | % | 2.9 | % | 8/15/14 | 6/1/16 | 6/2/19 | $ | (795 | ) | $ | (270 | ) | ||||||||||||||||
$84,251(2) | 2.3 | % | 2.4 | % | 9/12/14 | 8/1/15 | 7/15/19 | $ | (2,431 | ) | $ | (1,326 | ) | ||||||||||||||||
$7,129(2) | 1.2 | % | 2.3 | % | 11/12/14 | 11/15/14 | 10/15/17 | $ | (67 | ) | $ | (35 | ) | ||||||||||||||||
$175,000(2) | 1.6 | % | 2 | % | 12/23/14 | 12/19/14 | 2/19/19 | $ | (2,552 | ) | $ | (881 | ) | ||||||||||||||||
$138,698(2) | 1.7 | % | 2 | % | 1/9/15 | 12/10/15 | 12/22/19 | $ | (1,099 | ) | $ | — | |||||||||||||||||
FOOTNOTES: | |||||||||||||||||||||||||||||
(1) | The all-in rates are equal to the sum of the Strike and Credit Spread detailed above. | ||||||||||||||||||||||||||||
(2) | Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying consolidated balance sheets. | ||||||||||||||||||||||||||||
(3) | Amounts related to the interest rate cap held by the Windsor Manor 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 consolidated balance sheets. |
Equity_Tables
Equity (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Summary of Aggregate Proceeds from Offerings | The following table details the Company’s aggregate proceeds from its Offerings as of March 31, 2015 and December 31, 2014 (in millions): | ||||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||||||
Subscriptions | Reinvestment Plan | Subscriptions | Reinvestment Plan | ||||||||||||||||||||||||||||||
Proceeds | Shares | Proceeds | Shares | Proceeds | Shares | Proceeds | Shares | ||||||||||||||||||||||||||
Initial Offering | $ | 1,271.40 | 125.1 | $ | 27.1 | 125.1 | $ | 1,114.20 | 110.2 | $ | 27.1 | 2.8 | |||||||||||||||||||||
Follow-on Offering | 23.5 | 2.2 | 7.6 | 0.8 | — | — | — | — | |||||||||||||||||||||||||
$ | 1,294.90 | 127.3 | $ | 34.7 | 125.9 | $ | 1,114.20 | 110.2 | $ | 27.1 | 2.8 | ||||||||||||||||||||||
Historical Offering Share Prices, Including the Prices Pursuant To the Reinvestment Plan and the Company's Monthly Distributions per Share | The following table details the Company’s historical share prices in its Offerings, including the prices pursuant to the Reinvestment Plan and the Company’s monthly cash and stock distributions per share: | ||||||||||||||||||||||||||||||||
Period | Offering Price | Reinvestment | Monthly | Monthly | |||||||||||||||||||||||||||||
per Share | Plan Price | Cash | Stock | ||||||||||||||||||||||||||||||
per Share | Distributions (1) | Distributions | |||||||||||||||||||||||||||||||
December 11, 2013 through November 3, 2014 | $ | 10.14 | $ | 9.64 | $ | 0.0338 | 0.0025 | ||||||||||||||||||||||||||
November 4, 2014 through date of this filing | $ | 10.58 | $ | 10.06 | $ | 0.0353 | 0.0025 | ||||||||||||||||||||||||||
FOOTNOTE: | |||||||||||||||||||||||||||||||||
(1) | Monthly cash distributions were effective and payable to all common stockholders of record as of the close of business on the first business day in the month subsequent to the announcement of the Company’s NAV (i.e. December 1, 2014 for the current Offering price). | ||||||||||||||||||||||||||||||||
Tax Composition of Company's Distributions Declared | The tax composition of the Company’s distributions declared for the three months ended March 31, 2015 and 2014 were as follows: | ||||||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||||||
Distribution Type | 2015 | 2014 | |||||||||||||||||||||||||||||||
Taxable as ordinary income | 48.9 | % | 20 | % | |||||||||||||||||||||||||||||
Return of capital | 51.1 | % | 80 | % | |||||||||||||||||||||||||||||
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, 2015 and 2014 (in thousands): | ||||||||||||||||||||||||||||||||
Derivative Financial | Loss recognized in other | Location of loss | Loss reclassified from | ||||||||||||||||||||||||||||||
Instrument | comprehensive loss | reclassified into | AOCI into earnings | ||||||||||||||||||||||||||||||
on derivative financial | earnings | (Effective Portion) | |||||||||||||||||||||||||||||||
instrument | (Effective Portion) | ||||||||||||||||||||||||||||||||
(Effective Portion) | |||||||||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||||||||||||||||||
Interest rate swaps | $ | (5,268 | ) | $ | (223 | ) | Interest expense and | $ | (659 | ) | $ | — | |||||||||||||||||||||
loan cost amortization | |||||||||||||||||||||||||||||||||
Reclassification of interest rate | 74 | — | Interest expense and loan cost amortization | (74 | ) | — | |||||||||||||||||||||||||||
swaps upon derecognition | |||||||||||||||||||||||||||||||||
Interest rate cap held by | (6 | ) | — | Not applicable | — | — | |||||||||||||||||||||||||||
unconsolidated joint venture | |||||||||||||||||||||||||||||||||
Interest rate swap held by | — | (26 | ) | Not applicable | — | — | |||||||||||||||||||||||||||
unconsolidated joint venture | |||||||||||||||||||||||||||||||||
Total | $ | (5,200 | ) | $ | (249 | ) | $ | (733 | ) | $ | — | ||||||||||||||||||||||
Organization_Additional_Inform
Organization - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CNL properties Trust, Inc. organized date | 8-Jun-10 |
Follow-On Offering | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Maximum expected date to sell shares of common stock | 31-Dec-15 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property | Property | |
Business Acquisition [Line Items] | ||
Number of properties acquired | 3 | 10 |
Revenues attributable to properties | $0.30 | $3.30 |
Net income (loss) attributable to properties | $0.50 | $6.40 |
Senior Housing | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | 1 | 9 |
Medical Office | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | 2 | 1 |
Acquisitions_of_Properties_Det
Acquisitions of Properties (Detail) (USD $) | 3 Months Ended | 1 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | ||
Business Acquisition [Line Items] | |||||
Purchase Price | $76,560 | $190,612 | |||
Prestige Senior Living Auburn Meadows | |||||
Business Acquisition [Line Items] | |||||
Location | Auburn, WA ("Seattle") | ||||
Structure | Managed | ||||
Date Acquired | 3-Feb-14 | ||||
Purchase Price | 21,930 | ||||
Prestige Senior Living Bridgewood | |||||
Business Acquisition [Line Items] | |||||
Location | Vancouver, WA ("Portland") | ||||
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 ("Austin") | ||||
Structure | Managed | ||||
Date Acquired | 28-Feb-14 | ||||
Purchase Price | 21,000 | [1] | |||
HarborChase of Plainfield | |||||
Business Acquisition [Line Items] | |||||
Location | Plainfield, IL | ||||
Structure | Managed | ||||
Date Acquired | 28-Mar-14 | ||||
Purchase Price | 26,500 | ||||
Legacy Ranch Alzheimer's Special Care Center | |||||
Business Acquisition [Line Items] | |||||
Location | Midland, TX | ||||
Structure | Managed | ||||
Date Acquired | 28-Mar-14 | ||||
Purchase Price | 11,500 | [1] | |||
The Springs Alzheimer's Special Care Center | |||||
Business Acquisition [Line Items] | |||||
Location | San Angelo, TX | ||||
Structure | Managed | ||||
Date Acquired | 28-Mar-14 | ||||
Purchase Price | 10,500 | [1] | |||
Novi Orthopedic Center | |||||
Business Acquisition [Line Items] | |||||
Location | Novi, MI | ||||
Structure | Modified Lease | ||||
Date Acquired | 13-Feb-15 | ||||
Purchase Price | 30,500 | [2] | |||
UT Cancer Institute | |||||
Business Acquisition [Line Items] | |||||
Location | Knoxville, TN | ||||
Structure | Modified Lease | ||||
Date Acquired | 20-Feb-15 | ||||
Purchase Price | 33,660 | ||||
Fieldstone Memory Care | |||||
Business Acquisition [Line Items] | |||||
Location | Yakima, WA | [3] | |||
Structure | Managed | [3] | |||
Date Acquired | 31-Mar-15 | [3] | |||
Purchase Price | 12,400 | [2],[3] | 12,400 | ||
Chula Vista Medical Arts | |||||
Business Acquisition [Line Items] | |||||
Location | Chula Vista, CA ("San Diego") | ||||
Structure | Modified Lease | ||||
Date Acquired | 21-Jan-14 | ||||
Purchase Price | $17,863 | [2] | |||
[1] | This purchase price does not reflect subsequent contingent purchase price consideration paid related to the acquisition of these properties; refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2014 for the final purchase price of these properties. | ||||
[2] | This represents a single property acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||
[3] | This property was purchased from a related party of the Company's Sponsor; refer to Note 11. "Related Party Arrangements" for additional information. |
Schedule_of_Purchase_Price_All
Schedule of Purchase Price Allocation (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 | ||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||||
Land and land improvements | $18,446 | $3,032 | ||
Buildings and building improvements | 154,607 | 63,825 | ||
Furniture, fixtures and equipment | 5,572 | 455 | ||
Intangibles | 15,259 | [1] | 10,298 | [1] |
Other liabilities | -702 | -1,050 | ||
Net assets acquired | 193,182 | 76,560 | ||
Contingent purchase price consideration | -2,570 | |||
Total purchase price consideration | 190,612 | 76,560 | ||
Contingent Purchase Consideration | ||||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||||
Contingent purchase price consideration | ($2,570) | |||
[1] | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the three months ended March 31, 2015 and 2014 was approximately 12.3 years and 3.0 years, respectively. The acquired lease intangibles during the three months ended March 31, 2015 were comprised of approximately $8.5 million and $1.8 million of in-place lease intangibles and other lease intangibles, respectively, and the acquired lease intangibles during the three months ended March 31, 2014 were comprised of approximately $15.2 million and $0.02 million of in-place lease intangibles and other lease intangibles, respectively |
Schedule_of_Purchase_Price_All1
Schedule of Purchase Price Allocation (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||
Weighted-average amortization period on the acquired lease intangibles | 12 years 3 months 18 days | 3 years |
Acquired lease intangibles | $8.50 | $15.20 |
Acquired other lease intangibles | $1.80 | $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, 2015 | Mar. 31, 2014 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues | $65,442 | $37,077 | ||
Net income (loss) | ($17,465) | [1] | ($9,656) | [1] |
Loss per share of common stock (basic and diluted) | ($0.13) | ($0.15) | ||
Weighted average number of shares of common stock outstanding (basic and diluted) | 129,627 | [2] | 65,273 | [2] |
[1] | The unaudited pro forma results for the three months ended March 31, 2015, were adjusted to exclude approximately $0.7 million of acquisition related expenses directly attributable to the properties acquired during the three months ended March 31, 2015. The unaudited pro forma results for the three months ended March 31, 2014 were adjusted to include these acquisition related expenses, as if the properties had been acquired on January 1, 2014. The unaudited pro forma results for the three months ended March 31, 2014 were adjusted to exclude approximately $6.4 million of acquisition related expenses directly attributable to the properties acquired during the three months ended March 31, 2014, as if the properties had been acquired as of January 1, 2013. | |||
[2] | No additional shares were required to be issued as a result of the acquired properties. The weighted average shares outstanding was not adjusted as of January 1, 2014. |
Schedule_of_Unaudited_Proforma1
Schedule of Unaudited Proforma Results of Operations (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Acquisition fees and expenses | $2,330 | $7,205 |
Acquisition-related Costs | Proforma results adjusted to exclude | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Acquisition fees and expenses | $700 | $6,400 |
Schedule_of_Real_Estate_Invest
Schedule of Real Estate Investment Properties (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real Estate Properties [Line Items] | ||
Land and land improvements | $131,713 | $128,662 |
Building and building improvements | 1,609,713 | 1,545,614 |
Furniture, fixtures and equipment | 38,265 | 36,319 |
Less: accumulated depreciation | -66,712 | -53,095 |
Real estate investment properties, net | 1,712,979 | 1,657,500 |
Real estate under development, including land | 66,013 | 47,153 |
Total real estate assets, net | $1,778,992 | $1,704,653 |
Real_Estate_Assets_Net_Additio
Real Estate Assets Net - Additional Information (Detail) (Real Estate Investment Properties, USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Real Estate Investment Properties | ||
Real Estate Properties [Line Items] | ||
Depreciation expense | $13.60 | $7.60 |
Real_Estates_under_Development
Real Estates under Development with Third-Party Developers (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | |
Real Estate Properties [Line Items] | ||
Real Estate Development Costs Incurred | $66,013 | [1] |
Remaining Development Budget | 59,154 | [2] |
Wellmore of Tega Cay (Tega Cay, SC) | ||
Real Estate Properties [Line Items] | ||
Developer | Maxwell Group, Inc. | |
Real Estate Development Costs Incurred | 29,148 | [1] |
Remaining Development Budget | 10,959 | [2] |
HarborChase Of Shorewood (Shorewood, WI) | ||
Real Estate Properties [Line Items] | ||
Developer | Harbor Shorewood Development, LLC | |
Real Estate Development Costs Incurred | 15,095 | [1] |
Remaining Development Budget | 11,979 | [2] |
Watercrest at Katy (Katy, TX) | ||
Real Estate Properties [Line Items] | ||
Developer | South Bay Partners, Ltd | [3] |
Real Estate Development Costs Incurred | 12,730 | [1],[3] |
Remaining Development Budget | 27,692 | [2],[3] |
Raider Ranch (Lubbock, TX) | ||
Real Estate Properties [Line Items] | ||
Developer | South Bay Partners, Ltd | |
Real Estate Development Costs Incurred | 9,040 | [1] |
Remaining Development Budget | $8,524 | [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, 2015. 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 be expensed as incurred. | |
[3] | This property is owned through a joint venture in which the Company's initial ownership interest is 95%. |
Real_Estates_under_Development1
Real Estates under Development with Third-Party Developers (Parenthetical) (Detail) (Watercrest at Katy (Katy, TX)) | Mar. 31, 2015 |
Watercrest at Katy (Katy, TX) | |
Real Estate Properties [Line Items] | |
Percentage of ownership interest | 95.00% |
Schedule_of_Net_Book_Value_of_
Schedule of Net Book Value of Intangibles (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Less: accumulated amortization, assets | ($40,490) | ($30,250) | ||
Intangible assets, net | 130,555 | 140,264 | ||
Less: accumulated amortization, liabilities | 1,446 | 1,014 | ||
Intangible liabilities, net | -10,012 | [1] | -14,502 | [1] |
In place lease intangibles | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Gross carrying amount, assets | 147,574 | 148,880 | ||
Above-market lease intangibles | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Gross carrying amount, assets | 11,625 | 11,320 | ||
Gross carrying amount, liabilities | -2,864 | -2,273 | ||
Below-market ground lease intangibles | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Gross carrying amount, assets | 11,846 | 10,314 | ||
Gross carrying amount, liabilities | ($8,594) | ($13,243) | ||
[1] | Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Intangibles_net_Additional_Inf
Intangibles net - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Outstanding rent receivable | $300,000 | |
Impairment provision of intangible assets | 5,500,000 | |
Amortization expense on intangible assets | 10,200,000 | 4,500,000 |
Amortization expense on intangible liabilities | 400,000 | 100,000 |
Lease Rental Income | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible assets | 500,000 | 200,000 |
Amortization expense on intangible liabilities | 400,000 | 100,000 |
Property Operating Expenses | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible assets | 100,000 | 30,000 |
Depreciation And Amortization | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible assets | 9,700,000 | 4,200,000 |
Operating expenses | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible liabilities | $20,000 | $2,000 |
Schedule_of_Estimated_Future_A
Schedule of Estimated Future Amortization and Weighted Average Remaining Useful Life (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Intangible assets, net | 130,555 | $140,264 | ||
Intangible liabilities, net | -10,012 | [1] | -14,502 | [1] |
Finite-Lived Intangible Assets | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
2015 | 28,879 | |||
2016 | 27,692 | |||
2017 | 14,658 | |||
2018 | 11,759 | |||
2019 | 8,727 | |||
Thereafter | 38,840 | |||
Intangible assets, net | 130,555 | |||
Intangible Liabilities | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
2015 | -990 | |||
2016 | -1,185 | |||
2017 | -1,058 | |||
2018 | -940 | |||
2019 | -776 | |||
Thereafter | -5,063 | |||
Intangible liabilities, net | -10,012 | |||
In place lease intangibles | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Weighted average useful life, assets | 5 years 4 months 24 days | |||
In place lease intangibles | Finite-Lived Intangible Assets | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
2015 | 27,251 | |||
2016 | 25,861 | |||
2017 | 12,963 | |||
2018 | 10,212 | |||
2019 | 7,416 | |||
Thereafter | 25,270 | |||
Intangible assets, net | 108,973 | |||
Above-market lease intangibles | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Weighted average useful life, assets | 6 years | |||
Weighted average useful life, liabilities | 38 years 9 months 18 days | |||
Above-market lease intangibles | Finite-Lived Intangible Assets | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
2015 | 1,400 | |||
2016 | 1,527 | |||
2017 | 1,391 | |||
2018 | 1,243 | |||
2019 | 1,007 | |||
Thereafter | 3,403 | |||
Intangible assets, net | 9,971 | |||
Above-market lease intangibles | Intangible Liabilities | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
2015 | -55 | |||
2016 | -73 | |||
2017 | -73 | |||
2018 | -73 | |||
2019 | -73 | |||
Thereafter | -2,486 | |||
Intangible liabilities, net | -2,833 | |||
Below-market ground lease intangibles | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Weighted average useful life, assets | 38 years 2 months 12 days | |||
Weighted average useful life, liabilities | 10 years 9 months 18 days | |||
Below-market ground lease intangibles | Finite-Lived Intangible Assets | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
2015 | 228 | |||
2016 | 304 | |||
2017 | 304 | |||
2018 | 304 | |||
2019 | 304 | |||
Thereafter | 10,167 | |||
Intangible assets, net | 11,611 | |||
Below-market ground lease intangibles | Intangible Liabilities | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
2015 | -935 | |||
2016 | -1,112 | |||
2017 | -985 | |||
2018 | -867 | |||
2019 | -703 | |||
Thereafter | -2,577 | |||
Intangible liabilities, net | -7,179 | |||
[1] | Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Operating_Leases_Additional_In
Operating Leases - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Operating Leased Assets [Line Items] | |
Weighted average remaining lease term | 6 years 7 months 6 days |
Minimum | |
Operating Leased Assets [Line Items] | |
Lease, expiration year | 2015 |
Extended lease period | 2 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Lease, expiration year | 2033 |
Extended lease period | 10 years |
Triple-net lease agreements | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 57 |
Total annualized property tax | 1.9 |
Single Tenant Properties | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 24 |
Real estate investment properties, percentage leased under operating leases | 100.00% |
Multi Tenant Properties | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 33 |
Schedule_of_Future_Minimum_Lea
Schedule of Future Minimum Lease Payments (Detail) (Non-cancellable operating leases, USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Non-cancellable operating leases | |
Long-term Purchase Commitment [Line Items] | |
2015 | $59,622 |
2016 | 75,451 |
2017 | 71,805 |
2018 | 67,852 |
2019 | 58,901 |
Thereafter | 215,715 |
Total | $549,346 |
Aggregate_Carrying_Amount_and_
Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Jan. 01, 2014 |
In Thousands, unless otherwise specified | ||||
Variable Interest Entity [Line Items] | ||||
Real estate investment properties, net | $1,712,979 | $1,657,500 | ||
Real estate under development, including land | 66,013 | 47,153 | ||
Intangible assets, net | 130,555 | 140,264 | ||
Cash | 116,365 | 91,355 | 40,626 | 44,209 |
Other assets | 22,150 | 19,738 | ||
Loan costs, net | 13,096 | 14,012 | ||
Deferred rent and lease incentives | 9,321 | 8,240 | ||
Restricted cash | 7,779 | 10,753 | ||
Mortgages and other notes payable | 837,847 | 853,561 | ||
Other liabilities | 28,387 | 27,448 | ||
VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Real estate investment properties, net | 173,192 | 174,449 | ||
Real estate under development, including land | 66,013 | 47,153 | ||
Intangible assets, net | 24,673 | 25,519 | ||
Cash | 3,911 | 6,280 | ||
Other assets | 1,974 | 511 | ||
Loan costs, net | 2,243 | 2,300 | ||
Deferred rent and lease incentives | 3,296 | 2,978 | ||
Restricted cash | 2,594 | 5,304 | ||
Mortgages and other notes payable | 146,298 | 137,754 | ||
Accounts payable and accrued expenses | 2,435 | 2,317 | ||
Accrued development costs | 9,181 | 7,951 | ||
Due to related parties | 109 | 219 | ||
Other liabilities | $5,756 | $4,949 |
Variable_Interest_Entities_VIE
Variable Interest Entities (VIEs) - Additional Information (Detail) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Variable Interest Entity [Line Items] | |
Maximum exposure to loss VIEs limits | $113.10 |
Ground_and_Air_Rights_Leases_A
Ground and Air Rights Leases - Additional Information (Detail) (Ground and Air Rights Leases, USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Ground and Air Rights Leases | ||
Operating Leased Assets [Line Items] | ||
Operating lease rental expense | $0.60 | $0.10 |
Schedule_of_Future_Minimum_Lea1
Schedule of Future Minimum Lease Payments Under Ground and Air Rights Leases (Detail) (Ground and Air Rights Leases, USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Ground and Air Rights Leases | |
Long-term Purchase Commitment [Line Items] | |
2015 | $1,231 |
2016 | 1,665 |
2017 | 1,706 |
2018 | 1,752 |
2019 | 1,777 |
Thereafter | 120,533 |
Total | $128,664 |
Contingent_Purchase_Price_Cons2
Contingent Purchase Price Consideration - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2012 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent purchase consideration | $2,570 | ||
Operating income (loss) | -7,909 | -7,375 | |
Capital Health Communities | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent purchase consideration | 7,000 | ||
Fair value of Contingent consideration | 4,100 | ||
Capital Health Communities | 2013 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Operating income (loss) | 6,900 | ||
Capital Health Communities | 2014 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Operating income (loss) | 7,000 | ||
Capital Health Communities | 2015 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Operating income (loss) | $7,100 |
Fair_Value_of_Contingent_Purch
Fair Value of Contingent Purchase Price Consideration (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration in connection with acquisition | $2,570 | |||
Capital Health Communities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 4,100 | |||
Contingent consideration in connection with acquisition | 7,000 | |||
Ending balance | 4,100 | |||
Business Acquisition Contingent Consideration | Capital Health Communities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 4,488 | 4,078 | 4,078 | |
Yield Guaranty payment received from seller | -2,300 | |||
Ending balance | 2,188 | 4,078 | 4,078 | |
Business Acquisition Contingent Consideration | South Bay II Communities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration in connection with acquisition | 2,570 | |||
Ending balance | $2,570 |
Details_of_Indebtedness_Detail
Details of Indebtedness (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Indebtedness [Line Items] | ||||
Mortgages payable and other notes payable | $838,027 | $853,776 | ||
Premium (discount), net | -180 | [1] | -215 | [1] |
Total mortgages and other notes payable, net | 837,847 | 853,561 | ||
Credit Facility | 175,000 | 206,403 | ||
Total borrowings | 1,012,847 | 1,059,964 | ||
Term Loan Facility | ||||
Indebtedness [Line Items] | ||||
Credit Facility | 175,000 | [2] | 175,000 | [2] |
Revolving Credit Facility | ||||
Indebtedness [Line Items] | ||||
Credit Facility | 31,403 | [3] | ||
Fixed rate debt | ||||
Indebtedness [Line Items] | ||||
Mortgages payable and other notes payable | 375,889 | 370,854 | ||
Variable Rate Debt | ||||
Indebtedness [Line Items] | ||||
Mortgages payable and other notes payable | $462,138 | [2] | $482,922 | [2] |
[1] | Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition date. | |||
[2] | As of March 31, 2015 and December 31, 2014, the Company had entered into interest rate swaps with notional amounts of approximately $194.5 million and $182.1 million, respectively, which were settling on a monthly basis. In addition, as of March 31, 2015 and December 31, 2014, the Company had entered into forward-starting interest rate swaps for total notional amounts of approximately $365.7 million and $269.4 million, respectively, in order to hedge its exposure to variable rate debt in future periods. The remaining forward-starting interest rate swaps have a range of effective dates beginning in 2015 and continuing through the maturity date of the loan being hedged (ranging from 2016 through 2019). | |||
[3] | As of March 31, 2015 and December 31, 2014, availability under the Revolving Credit Facility was approximately $54.1 million and $14.0 million, respectively, based on the value of the properties in the unencumbered collateral pool of assets supporting the loan. |
Details_of_Indebtedness_Parent
Details of Indebtedness (Parenthetical) (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | ||
Indebtedness [Line Items] | |||
Notional amount of derivative contract | $138,698,000 | [1] | |
Debt settlement start year | 2015 | ||
Debt maturity range start year | 2016 | ||
Debt maturity range end year | 2019 | ||
Interest Rate Swap | |||
Indebtedness [Line Items] | |||
Notional amount of derivative contract | 194,500,000 | 182,100,000 | |
Forward Contracts | |||
Indebtedness [Line Items] | |||
Notional amount of derivative contract | 365,700,000 | 269,400,000 | |
Revolving Credit Facility | |||
Indebtedness [Line Items] | |||
Debt Instrument, Current borrowing capacity | $54,100,000 | $14,000,000 | |
[1] | Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying consolidated balance sheets. |
Schedule_of_Maturities_of_Inde
Schedule of Maturities of Indebtedness (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Net Balance | ||
2015 | $13,566 | |
2016 | 70,185 | |
2017 | 37,425 | |
2018 | 297,292 | |
2019 | 451,690 | |
Thereafter | 142,689 | |
Total borrowings | $1,012,847 | $1,059,964 |
Schedule_of_Indebtedness_Detai
Schedule of Indebtedness (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
premium,(Discount) net | ($180) | [1] | ($215) | [1] |
Total borrowings | 1,012,847 | 1,059,964 | ||
Mortgage and Construction Loans | ||||
Debt Instrument [Line Items] | ||||
Total debt | 10,434 | |||
premium,(Discount) net | 0 | |||
Total borrowings | 10,434 | |||
Variable Rate Debt | Construction Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | 3,250 | |||
ProMed Medical Building I | Mortgage Loans | ||||
Debt Instrument [Line Items] | ||||
Interest on Loan accrues - Fixed rate | 3.64% | [2],[3] | ||
Payment Terms | Monthly principal and interest payments based upon a 30-year amortization schedule | |||
Principal and interest payments amortizable period | 30 years | |||
Maturity Date | 15-Jan-22 | [4] | ||
Total debt | 7,184 | |||
ProMed Medical Building I | Fixed And Variable Interest Rate Debt | Mortgage Loans | ||||
Debt Instrument [Line Items] | ||||
Total debt | 7,184 | |||
Raider Ranch Development | Construction Loan | ||||
Debt Instrument [Line Items] | ||||
Interest accrues on loan in addition to LIBOR | 3.50% | [2] | ||
Floor rate | 0.50% | [2] | ||
Payment Terms | Monthly interest only payments through October 2017; principal and interest payments thereafter based on a 25-year amortization schedule | |||
Principal and interest payments amortizable period | 25 years | |||
Interest payments ending date | 2017-10 | |||
Maturity Date | 27-Oct-17 | [4] | ||
Raider Ranch Development | Variable Rate Debt | Construction Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | 786 | |||
HarborChase Of Shorewood (Shorewood, WI) | Construction Loan | ||||
Debt Instrument [Line Items] | ||||
Interest accrues on loan in addition to LIBOR | 3.00% | [2] | ||
Floor rate | 2.00% | [2] | ||
Payment Terms | Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule | |||
Principal and interest payments amortizable period | 25 years | |||
Interest payments ending date | 2017-07 | |||
Maturity Date | 15-Jul-19 | [4] | ||
HarborChase Of Shorewood (Shorewood, WI) | Variable Rate Debt | Construction Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | 2,463 | |||
Watercrest at Katy (Katy, TX) | Construction Loan | ||||
Debt Instrument [Line Items] | ||||
Interest accrues on loan in addition to LIBOR | 2.75% | [2] | ||
Payment Terms | Monthly interest only payments through December 2017; principal and interest payments thereafter based on a 30-year amortization schedule | |||
Principal and interest payments amortizable period | 30 years | |||
Interest payments ending date | 2017-12 | |||
Maturity Date | 27-Dec-19 | [4] | ||
Watercrest at Katy (Katy, TX) | Variable Rate Debt | Construction Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt | $1 | |||
[1] | Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition date. | |||
[2] | The 30-day LIBOR was approximately 0.18% as March 31, 2015. | |||
[3] | Beginning January 2020, the interest rate transitions to variable rate based on 30-day LIBOR plus 2.20% per annum. | |||
[4] | Represents the initial maturity date (or, as applicable, the maturity date as extended). The maturity date may be extended beyond the date shown subject to certain lender conditions. |
Schedule_of_Indebtedness_Paren
Schedule of Indebtedness (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
30-day LIBOR | |
Debt Instrument [Line Items] | |
Interest accrues on loan in addition to LIBOR | 0.18% |
Mortgage Loans | Beginning 1/16/2020 | |
Debt Instrument [Line Items] | |
Interest accrues on loan in addition to LIBOR | 2.20% |
Indebtedness_Additional_Inform
Indebtedness - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Extension | |||
Mortgage Note Payable | |||
Debt Instrument [Line Items] | |||
Fair value of notes payable | $864.50 | 864.5 | $868.50 |
Other notes | |||
Debt Instrument [Line Items] | |||
Carrying value of notes payable | 837.8 | 837.8 | 853.6 |
Mortgage Loans | Perennial Communities | |||
Debt Instrument [Line Items] | |||
Extinguishment of outstanding debt | 30 | ||
Write off of unamortized loan cost | 0.2 | ||
Reclassified amount in connection with the derecognition of the cash flow hedge | 0.1 | ||
Mortgage Loans | Scenario Original Contractual Terms | |||
Debt Instrument [Line Items] | |||
Mortgage loan amortizable period | 25 years | ||
Mortgage Loans | Scenario Impact | |||
Debt Instrument [Line Items] | |||
Mortgage loan amortizable period | 15 years | ||
After Modification | |||
Debt Instrument [Line Items] | |||
Aggregate maximum principal amount available for borrowing | 700 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Aggregate maximum principal amount available for borrowing | 230 | ||
Term of credit facility | 36 months | ||
Number of extension options available | 2 | ||
Revolving line of credit extension period | 12 months | ||
Fees paid range on unused commitments, lower range, percentage | 0.15% | ||
Fees paid range on unused commitments, upper range, percentage | 0.25% | ||
Description of covenants | The Credit Facilities contain affirmative, negative, and financial covenants which are customary for loans of this type, including (but not limited to): (i) maximum leverage, (ii) minimum fixed charge coverage ratio, (iii) minimum consolidated net worth, (iv) restrictions on payments of cash distributions except if required by REIT requirements, (v) maximum secured and unsecured indebtedness, and (vi) limitations on certain types of investments and with respect to the pool of properties supporting borrowings under the Credit Facilities, minimum debt service coverage ratio, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. 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 Credit Facilities) and the minimum amount of distributions required to maintain the Companybs REIT status. | ||
Fair value of notes payable | 175 | 175 | 206.4 |
Carrying value of notes payable | 175 | 175 | 206.4 |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Aggregate maximum principal amount available for borrowing | $175 | ||
Term of credit facility | 50 months | ||
Number of extension options available | 1 | ||
Revolving line of credit extension period | 12 months |
Related_Party_Arrangements_Add
Related Party Arrangements - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | ||
Related Party Transaction [Line Items] | |||||
Annualized return of investment | 6.00% | ||||
Bank deposits | $100,000 | $100,000 | $100,000 | ||
Purchase Price | 76,560,000 | 190,612,000 | |||
Interest income on note receivable from related party | 146,000 | ||||
Operating expenses reimbursement as percentage average invested assets | 2.00% | ||||
Operating expenses reimbursement as percentage of net income | 25.00% | ||||
Fieldstone Memory Care | |||||
Related Party Transaction [Line Items] | |||||
Purchase Price | $12,400,000 | [1],[2] | $12,400,000 | ||
[1] | This represents a single property acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||||
[2] | This property was purchased from a related party of the Company's Sponsor; refer to Note 11. "Related Party Arrangements" for additional information. |
Related_Party_Arrangement_Fees
Related Party Arrangement, Fees and Expenses Incurred (Detail) (USD $) | 3 Months Ended | 11 Months Ended | 0 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Nov. 03, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | ||||
Related Party Transaction [Line Items] | |||||||||
Asset management fees | $1,116 | [1],[2] | $1,116 | [1],[2] | $355 | [1],[2] | |||
Asset management fees | 4,210 | 1,770 | |||||||
Cash distributions on Restricted Stock | 5,600 | 2,798 | |||||||
Stock distributions on Restricted Stock | 900,000 | 500,000 | |||||||
Stock distributions | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock distributions on Restricted Stock | 0.0025 | ||||||||
Restricted Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted stock shares | 50,000 | ||||||||
Expense Support Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Asset management fees | 6,814 | [3] | 6,814 | [3] | |||||
Then-current offering price | $10.58 | [4] | $10.14 | [4] | $10.58 | [4] | |||
Asset management fees | 545 | [3] | 848 | [3] | 6,814 | [3] | |||
Then-current offering price | $10.58 | $10.58 | |||||||
Expense Support Agreements | Restricted Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted stock shares | 670,000 | [5] | 670,000 | [5] | |||||
Restricted stock shares | 52,000 | [5] | 84,000 | [5] | 670,000 | [5] | |||
Cash distributions on Restricted Stock | 54 | [6] | 5 | [6] | 157 | [6] | |||
Stock distributions on Restricted Stock | 4,000 | [7] | [7],[8] | 11,000 | [7] | ||||
Expense Support Agreements | Restricted Stock | Cash distributions | |||||||||
Related Party Transaction [Line Items] | |||||||||
Distributions on Restricted Stock | 157 | [6] | 157 | [6] | |||||
Expense Support Agreements | Restricted Stock | Stock distributions | |||||||||
Related Party Transaction [Line Items] | |||||||||
Distributions on Restricted Stock | $11 | [7] | $11 | [7] | |||||
[1] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | ||||||||
[2] | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $4.9 million and $2.7 million, respectively, in asset management fees payable to the Advisor of which approximately $0.5 million and $0.8 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. | ||||||||
[3] | No other amounts have been settled in accordance with the Expense Support Agreements for the three months ended March 31, 2015 and 2014, and cumulatively as of March 31, 2015. | ||||||||
[4] | The then-current offering prices are based on the Company's net asset value ("NAV") per share as of the Determination Date. | ||||||||
[5] | Restricted stock shares are comprised of approximately 0.05 million issuable to the Advisor as of March 31, 2015. No fair value was assigned to the restricted stock shares as the shares were valued at zero, which represents the lowest possible value estimated at vesting. In addition, the restricted stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met through March 31, 2015. | ||||||||
[6] | The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | ||||||||
[7] | The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | ||||||||
[8] | During the three months ended March 31, 2014, the Advisor received 358 shares in the form of stock distributions under the terms of the Advisor Expense Support Agreement. |
Related_Party_Arrangement_Fees1
Related Party Arrangement, Fees and Expenses Incurred (Parenthetical) (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Stock distribution, shares | 900,000 | 500,000 |
Advisor | ||
Related Party Transaction [Line Items] | ||
Stock distribution, shares | 358 | |
Restricted Stock | ||
Related Party Transaction [Line Items] | ||
Shares issued to Advisor | 50,000 |
Fees_in_Connection_with_Offeri
Fees in Connection with Offering (Detail) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |||
Related Party Transaction [Line Items] | ||||||
Selling commissions | $4,022 | [1] | $2,453 | [1] | ||
Marketing support fees | 5,387 | [1] | 2,584 | [1] | ||
Total offering expenses | 9,409 | 5,037 | ||||
Selling commissions | 77 | [2] | 388 | [2] | ||
Marketing support fees | 141 | [2] | 555 | [2] | ||
Total offering expenses unpaid | $218 | [2] | $943 | [2] | ||
[1] | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders' equity and redeemable noncontrolling interest. | |||||
[2] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. |
Schedule_of_Fees_Reimbursable_
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Detail) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |||
Related Party Transaction [Line Items] | ||||||
Offering costs | $882 | [1] | $826 | [1] | ||
Operating expenses | 898 | [2] | 199 | [2] | ||
Acquisition fees and expenses | 2,330 | 7,205 | ||||
Total reimbursable expenses | 1,884 | 1,260 | ||||
Investment services fees | 1,416 | [3] | 4,046 | [3] | ||
Property management fees | 3,254 | 1,636 | ||||
Asset management fees | 4,210 | 1,770 | ||||
Total reimbursable expenses, net | 9,166 | 8,432 | ||||
Offering costs | 608 | [1],[4] | 713 | [1],[4] | ||
Operating expenses | 877 | [2],[4] | 479 | [2],[4] | ||
Acquisition fees and expenses | 12 | [4] | 80 | [4] | ||
Total reimbursable expenses due | 1,497 | [4] | 1,272 | [4] | ||
Investment services fees | 0 | [3],[4] | 0 | [3],[4] | ||
Property management fees | 514 | [4],[5] | 429 | [4],[5] | ||
Asset management fees | 1,116 | [4],[6] | 355 | [4],[6] | ||
Total related amount unpaid | 3,127 | [4] | 2,056 | [4] | ||
Property Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Acquisition fees and expenses | 104 | 235 | ||||
Reimbursable expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Property management fees | 980 | [5] | 460 | [5] | ||
Asset management fees | $4,886 | [6] | $2,666 | [6] | ||
[1] | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders' equity and redeemable noncontrolling interest. | |||||
[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, 2015 and 2014, the Company incurred approximately $1.4 million and $4.0 million, respectively. For the three months ended March 31, 2014, investment services fees of approximately $0.5 million were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. No investment services fees were capitalized for the three months ended March 31, 2015. Investment service fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | |||||
[4] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | |||||
[5] | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.0 million and $0.5 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.3 million and $0.1 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. | |||||
[6] | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $4.9 million and $2.7 million, respectively, in asset management fees payable to the Advisor of which approximately $0.5 million and $0.8 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. |
Schedule_of_Fees_Reimbursable_1
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Parenthetical) (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Related Party Transaction [Line Items] | ||||
Investment services fees | $1,416,000 | [1] | $4,046,000 | [1] |
Asset management fees | 4,210,000 | 1,770,000 | ||
Expense under Support Agreement | 500,000 | 800,000 | ||
Reimbursable expenses | ||||
Related Party Transaction [Line Items] | ||||
Property management fees capitalized | 1,000,000 | 500,000 | ||
Asset management fees | 4,886,000 | [2] | 2,666,000 | [2] |
Investment Services Fees | ||||
Related Party Transaction [Line Items] | ||||
Investment services fees | 1,400,000 | 4,000,000 | ||
Financing coordination fees capitalized as part of investment | ||||
Related Party Transaction [Line Items] | ||||
Investment service fees capitalized | 0 | 500,000 | ||
Construction management fees capitalized | 300,000 | 100,000 | ||
Asset management fees capitalized | $100,000 | $100,000 | ||
[1] | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $1.4 million and $4.0 million, respectively. For the three months ended March 31, 2014, investment services fees of approximately $0.5 million were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. No investment services fees were capitalized for the three months ended March 31, 2015. Investment service fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | |||
[2] | For the three months ended March 31, 2015 and 2014, the Company incurred approximately $4.9 million and $2.7 million, respectively, in asset management fees payable to the Advisor of which approximately $0.5 million and $0.8 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.1 million was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. |
Amounts_Related_to_Derivative_
Amounts Related to Derivative Financial Instruments Included in Unconsolidated Entities in Condensed Consolidated Balance Sheet (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | $138,698 | [1] | ||
Strike | 1.70% | [1],[2] | ||
Credit Spread | 2.00% | [1],[2] | ||
Trade date | 9-Jan-15 | [1] | ||
Forward date | 10-Dec-15 | [1] | ||
Maturity date | 22-Dec-19 | [1] | ||
Fair value asset (liability) | -1,099 | [1] | ||
Derivative Financial Instruments One | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 12,421 | [1] | ||
Strike | 1.30% | [1],[2] | ||
Credit Spread | 2.60% | [1],[2] | ||
Trade date | 17-Jan-13 | [1] | ||
Forward date | 15-Jan-15 | [1] | ||
Maturity date | 16-Jan-18 | [1] | ||
Fair value asset (liability) | -142 | [1] | -71 | [1] |
Derivative Financial Instruments Two | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 38,255 | [1] | ||
Strike | 2.70% | [1],[2] | ||
Credit Spread | 2.50% | [1],[2] | ||
Trade date | 6-Sep-13 | [1] | ||
Forward date | 17-Aug-15 | [1] | ||
Maturity date | 10-Jul-18 | [1] | ||
Fair value asset (liability) | -1,626 | [1] | -1,228 | [1] |
Derivative Financial Instruments Three | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 26,067 | [1] | ||
Strike | 2.80% | [1],[2] | ||
Credit Spread | 2.50% | [1],[2] | ||
Trade date | 6-Sep-13 | [1] | ||
Forward date | 17-Aug-15 | [1] | ||
Maturity date | 29-Aug-18 | [1] | ||
Fair value asset (liability) | -1,193 | [1] | -906 | [1] |
Derivative Financial Instruments Four | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 30,000 | [1] | ||
Strike | 1.10% | [1],[2] | ||
Credit Spread | 2.70% | [1],[2] | ||
Trade date | 22-Oct-13 | [1] | ||
Forward date | 5-Aug-15 | [1] | ||
Maturity date | 19-Aug-16 | [1] | ||
Fair value asset (liability) | -162 | [1] | -82 | [1] |
Derivative Financial Instruments Five | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 29,952 | [1] | ||
Strike | 0.90% | [1],[2] | ||
Credit Spread | 4.30% | [1],[2] | ||
Trade date | 13-Nov-13 | [1] | ||
Forward date | 11-May-15 | [1] | ||
Maturity date | 31-May-16 | [1] | ||
Fair value asset (liability) | -74 | [1] | ||
Derivative Financial Instruments Six | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 11,000 | [3] | ||
Strike | 3.00% | [2],[3] | ||
Trade date | 27-Jun-14 | [3] | ||
Forward date | 30-Jun-14 | [3] | ||
Maturity date | 30-Jun-17 | [3] | ||
Fair value asset (liability) | 4 | [3] | 10 | [3] |
Derivative Financial Instruments Seven | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 48,415 | [1] | ||
Strike | 2.40% | [1],[2] | ||
Credit Spread | 2.90% | [1],[2] | ||
Trade date | 15-Aug-14 | [1] | ||
Forward date | 1-Jun-16 | [1] | ||
Maturity date | 2-Jun-19 | [1] | ||
Fair value asset (liability) | -795 | [1] | -270 | [1] |
Derivative Financial Instruments Eight | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 84,251 | [1] | ||
Strike | 2.30% | [1],[2] | ||
Credit Spread | 2.40% | [1],[2] | ||
Trade date | 12-Sep-14 | [1] | ||
Forward date | 1-Aug-15 | [1] | ||
Maturity date | 15-Jul-19 | [1] | ||
Fair value asset (liability) | -2,431 | [1] | -1,326 | [1] |
Derivative Financial Instruments Nine | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 7,129 | [1] | ||
Strike | 1.20% | [1],[2] | ||
Credit Spread | 2.30% | [1],[2] | ||
Trade date | 12-Nov-14 | [1] | ||
Forward date | 15-Nov-14 | [1] | ||
Maturity date | 15-Oct-17 | [1] | ||
Fair value asset (liability) | -67 | [1] | -35 | [1] |
Derivative Financial Instruments Ten | ||||
Derivative [Line Items] | ||||
Initial Notional amount of derivative contract | 175,000 | [1] | ||
Strike | 1.60% | [1],[2] | ||
Credit Spread | 2.00% | [1],[2] | ||
Trade date | 23-Dec-14 | [1] | ||
Forward date | 19-Dec-14 | [1] | ||
Maturity date | 19-Feb-19 | [1] | ||
Fair value asset (liability) | ($2,552) | [1] | ($881) | [1] |
[1] | Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying consolidated balance sheets. | |||
[2] | The all-in rates are equal to the sum of the Strike and Credit Spread detailed above. | |||
[3] | Amounts related to the interest rate cap held by the Windsor Manor 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 consolidated balance sheets. |
Aggregate_Proceeds_from_Offeri
Aggregate Proceeds from Offerings (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Subscription | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $1,294.90 | $1,114.20 |
Shares issued | 127.3 | 110.2 |
Subscription | IPO | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | 1,271.40 | 1,114.20 |
Shares issued | 125.1 | 110.2 |
Subscription | Follow-On Offering | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | 23.5 | |
Shares issued | 2.2 | |
Reinvestment Plan | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | 34.7 | 27.1 |
Shares issued | 125.9 | 2.8 |
Reinvestment Plan | IPO | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | 27.1 | 27.1 |
Shares issued | 125.1 | 2.8 |
Reinvestment Plan | Follow-On Offering | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $7.60 | |
Shares issued | 0.8 |
Historical_Share_Prices_in_Its
Historical Share Prices in Its Offerings, Including the Prices Pursuant To the Reinvestment Plan and the Company's Monthly Cash and Stock Distributions per Share (Detail) (USD $) | 3 Months Ended | 11 Months Ended | 0 Months Ended | 6 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Nov. 03, 2014 | 1-May-15 | Apr. 01, 2015 | 12-May-15 | |||
Dividends Payable [Line Items] | ||||||||
Offering Price per Share | 10.14 | |||||||
Monthly Stock Distributions | 900,000 | 500,000 | ||||||
Cash distributions | ||||||||
Dividends Payable [Line Items] | ||||||||
Monthly Cash Distributions | 0.0338 | [1] | ||||||
Stock distributions | ||||||||
Dividends Payable [Line Items] | ||||||||
Monthly Stock Distributions | 0.0025 | |||||||
Subsequent Event | ||||||||
Dividends Payable [Line Items] | ||||||||
Offering Price per Share | 10.58 | |||||||
Monthly Cash Distributions | $0.04 | $0.04 | ||||||
Monthly Stock Distributions | 0.0025 | 0.0025 | ||||||
Subsequent Event | Cash distributions | ||||||||
Dividends Payable [Line Items] | ||||||||
Monthly Cash Distributions | 0.0353 | [1] | ||||||
Subsequent Event | Stock distributions | ||||||||
Dividends Payable [Line Items] | ||||||||
Monthly Stock Distributions | 0.0025 | |||||||
Reinvestment Plan | ||||||||
Dividends Payable [Line Items] | ||||||||
Offering Price per Share | 9.64 | |||||||
Reinvestment Plan | Subsequent Event | ||||||||
Dividends Payable [Line Items] | ||||||||
Offering Price per Share | 10.06 | |||||||
[1] | Monthly cash distributions were effective and payable to all common stockholders of record as of the close of business on the first business day in the month subsequent to the announcement of the Company's NAV (i.e. December 1, 2014 for the current Offering price). |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Equity [Line Items] | |||
Cash distribution declared | $13,248,000 | $6,100,000 | $31,919,000 |
Cash paid to stockholders | 5,600,000 | 2,800,000 | |
Stock distributions, shares | 900,000 | 500,000 | |
Redemptions of common stock | 1,942,000 | 2,996,000 | |
Common Stock Redemption | |||
Equity [Line Items] | |||
Redemption of common stock, shares | 200,000 | 30,000 | |
Redemption of common stock, per share | $9.51 | $9.13 | |
Redemptions of common stock | 1,900,000 | 300,000 | |
Reinvestment Plan | |||
Equity [Line Items] | |||
Cash distribution declared | $7,600,000 | $3,300,000 |
Tax_Composition_of_Companys_Di
Tax Composition of Company's Distributions Declared (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Distribution of Profits [Line Items] | ||
Return of capital | 51.10% | 80.00% |
Ordinary Income | ||
Distribution of Profits [Line Items] | ||
Taxable as ordinary income | 48.90% | 20.00% |
Effect_of_Derivative_Financial
Effect of Derivative Financial Instruments (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss reclassified from AOCI into earnings (Effective Portion) | ($733) | |
Derivative instruments, Loss recognized in other comprehensive loss, effective portion | -5,200 | -249 |
Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss reclassified from AOCI into earnings (Effective Portion) | -659 | |
Derivative instruments, Loss recognized in other comprehensive loss, effective portion | -5,268 | -223 |
Interest Rate Swap 2 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss reclassified from AOCI into earnings (Effective Portion) | -74 | |
Derivative instruments, Loss recognized in other comprehensive loss, effective portion | 74 | |
Interest Rate Cap Held by Unconsolidated Joint Venture | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative instruments, Loss recognized in other comprehensive loss, effective portion | -6 | |
Interest Rate Swap Held by Unconsolidated Joint Venture | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative instruments, Loss recognized in other comprehensive loss, effective portion | ($26) |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | 1-May-15 | Apr. 01, 2015 | 4-May-15 |
Subsequent Event [Line Items] | |||||
Stock distribution, shares | 900,000 | 500,000 | |||
Cash Distribution | |||||
Subsequent Event [Line Items] | |||||
Cash and stock distribution to be paid and distributed, date | 30-Jun-15 | ||||
Stock Distribution | |||||
Subsequent Event [Line Items] | |||||
Cash and stock distribution to be paid and distributed, date | 30-Jun-15 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Additional subscription received | $66.30 | ||||
Additional subscription proceeds received, shares | 6,300,000 | ||||
Monthly cash distribution, per share | $0.04 | $0.04 | |||
Stock distribution, shares | 0.0025 | 0.0025 |