Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CNL Healthcare Properties, Inc. | |
Entity Central Index Key | 0001496454 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-54685 | |
Entity Tax Identification Number | 27-2876363 | |
Entity Address, Address Line One | CNL Center at City Commons | |
Entity Address, Address Line Two | 450 South Orange Avenue | |
Entity Address, City or Town | Orlando | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32801 | |
City Area Code | 407 | |
Local Phone Number | 650-1000 | |
Entity Common Stock, Shares Outstanding | 173,960,540 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Filer Category | Non-accelerated Filer |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Real estate investment properties, net (including VIEs $31,129 and $42,612, respectively) | $ 1,320,475 | $ 1,338,856 |
Assets held for sale | 0 | 8,373 |
Cash (including VIEs $670 and $1,597, respectively) | 94,733 | 53,161 |
Restricted cash (including VIEs $88 and $59, respectively) | 4,195 | 4,520 |
Other assets (including VIEs $576 and $544, respectively) | 15,308 | 18,700 |
Deferred rent, lease incentives and intangibles, net | 14,427 | 12,970 |
Total assets | 1,449,138 | 1,436,580 |
Liabilities: | ||
Mortgages and other notes payable, net (including VIEs $21,176 and $28,855, respectively) | 62,121 | 89,400 |
Credit facilities | 545,759 | 499,728 |
Accounts payable and accrued liabilities (including VIEs $1,215 and $1,489, respectively) | 29,700 | 29,170 |
Other liabilities (including VIEs $222 and $299, respectively) | 7,586 | 6,115 |
Due to related parties | 1,389 | 1,406 |
Total liabilities | 646,555 | 625,819 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share, 200,000 shares authorized; none issued or outstanding | 0 | 0 |
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, 186,626 shares issued and 173,960 shares outstanding | 1,740 | 1,740 |
Capital in excess of par value | 1,516,926 | 1,516,926 |
Accumulated income | 106,487 | 101,861 |
Accumulated distributions | (824,853) | (811,493) |
Accumulated other comprehensive income | 1,712 | 10 |
Total stockholders' equity | 802,012 | 809,044 |
Noncontrolling interest | 571 | 1,717 |
Total equity | 802,583 | 810,761 |
Total liabilities and equity | $ 1,449,138 | $ 1,436,580 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Real estate investment properties | $ 1,320,475 | $ 1,338,856 |
Cash | 94,733 | 53,161 |
Restricted cash | 4,195 | 4,520 |
Other assets | 15,308 | 18,700 |
Mortgages and other notes payable, net | 62,121 | 89,400 |
Accounts payable and accrued liabilities | 29,700 | 29,170 |
Other liabilities | $ 7,586 | $ 6,115 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Excess shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Excess shares, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Excess shares, shares issued (in shares) | 0 | 0 |
Excess shares, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,120,000,000 | 1,120,000,000 |
Common stock, shares issued (in shares) | 186,626,000 | 186,626,000 |
Common stock, shares outstanding (in shares) | 173,960,000 | 173,960,000 |
Variable Interest Entity, Primary Beneficiary | ||
Real estate investment properties | $ 31,129 | $ 42,612 |
Cash | 670 | 1,597 |
Restricted cash | 88 | 59 |
Other assets | 576 | 544 |
Mortgages and other notes payable, net | 21,176 | 28,855 |
Accounts payable and accrued liabilities | 1,215 | 1,489 |
Other liabilities | $ 222 | $ 299 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Rental income and related revenues | $ 6,668 | $ 7,737 | $ 20,240 | $ 22,472 |
Resident fees and services | 74,824 | 66,446 | 220,888 | 197,123 |
Total revenues | 81,492 | 74,183 | 241,128 | 219,595 |
Operating expenses: | ||||
Property operating expenses | 57,297 | 49,475 | 169,148 | 144,674 |
General and administrative expenses | 2,730 | 2,229 | 7,802 | 6,747 |
Depreciation and amortization | 13,232 | 12,641 | 40,765 | 37,585 |
Total operating expenses | 80,435 | 71,150 | 239,337 | 210,583 |
Gain on sale of real estate | 6,282 | 0 | 6,282 | 0 |
Operating income | 7,339 | 3,033 | 8,073 | 9,012 |
Other income (expense): | ||||
Interest and other income | 70 | 25 | 4,064 | 415 |
Interest expense and loan cost amortization | (6,076) | (5,248) | (14,678) | (15,789) |
Gain on change of control of a joint venture | 0 | 0 | 8,376 | 0 |
Equity in earnings of unconsolidated entity | 0 | 176 | 0 | 413 |
Total other (expense) income | (6,006) | (5,047) | (2,238) | (14,961) |
Income (loss) before income taxes | 1,333 | (2,014) | 5,835 | (5,949) |
Income tax (expense) benefit | (71) | 1,502 | (221) | 3,861 |
Income (loss) from continuing operations | 1,262 | (512) | 5,614 | (2,088) |
Loss from discontinued operations | 0 | 0 | 0 | (10) |
Net income (loss) | 1,262 | (512) | 5,614 | (2,098) |
Less: Amounts attributable to noncontrolling interests | ||||
Net income (loss) from continuing operations | 940 | 21 | 988 | (12) |
Net income (loss) attributable to common stockholders | $ 322 | $ (533) | $ 4,626 | $ (2,086) |
Net income (loss) per share of common stock (basic and diluted) | ||||
Continuing operations, basic (in dollars per share) | $ 0 | $ 0 | $ 0.03 | $ (0.01) |
Continuing operations, diluted (in dollars per share) | 0 | 0 | 0.03 | (0.01) |
Discontinued operations, basic (in dollars per share) | 0 | 0 | 0 | 0 |
Discontinued operations, diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding, basic (in shares) | 173,960 | 173,960 | 173,960 | 173,960 |
Weighted average number of shares outstanding, diluted (in shares) | 173,960 | 173,960 | 173,960 | 173,960 |
Asset Management Fees | ||||
Operating expenses: | ||||
Cost of Goods and Services Sold | $ 3,496 | $ 3,575 | $ 10,598 | $ 12,158 |
Property Management Fees | ||||
Operating expenses: | ||||
Cost of Goods and Services Sold | $ 3,680 | $ 3,230 | $ 11,024 | $ 9,419 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 1,262 | $ (512) | $ 5,614 | $ (2,098) |
Other comprehensive income: | ||||
Unrealized (loss) gain on derivative financial instruments, net | (145) | 9 | 1,702 | 15 |
Unrealized gain on derivative financial instruments of equity method investments | 0 | 1 | 0 | 5 |
Total other comprehensive (loss) income | (145) | 10 | 1,702 | 20 |
Comprehensive income (loss) | 1,117 | (502) | 7,316 | (2,078) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 940 | 21 | 988 | (12) |
Comprehensive income (loss) attributable to common stockholders | $ 177 | $ (523) | $ 6,328 | $ (2,066) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (UNAUDITED) - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest | Total Stockholders' Equity | Common Stock | Capital in Excess of Par Value | Accumulated Income (Loss) | Accumulated Distributions | Accumulated Other Comprehensive (Loss) Income | Non- controlling Interest |
Beginning balance at Dec. 31, 2020 | $ 869,369 | $ 572 | $ 867,508 | $ 1,740 | $ 1,516,926 | $ 124,743 | $ (775,866) | $ (35) | $ 1,289 |
Beginning Balance (in shares) at Dec. 31, 2020 | 173,960,000 | ||||||||
Net income (loss) | (2,098) | 22 | (2,086) | (2,086) | (34) | ||||
Other comprehensive income | 20 | 20 | 20 | ||||||
Distributions to noncontrolling interests | (160) | (89) | (71) | ||||||
Cash distributions declared | (26,720) | (26,720) | (26,720) | ||||||
Reclassification of redeemable noncontrolling interest | (505) | 505 | |||||||
Ending Balance at Sep. 30, 2021 | 840,411 | 0 | 838,722 | $ 1,740 | 1,516,926 | 122,657 | (802,586) | (15) | 1,689 |
Ending Balance (in shares) at Sep. 30, 2021 | 173,960,000 | ||||||||
Beginning balance at Jun. 30, 2021 | 849,843 | 848,152 | $ 1,740 | 1,516,926 | 123,190 | (793,679) | (25) | 1,691 | |
Beginning Balance (in shares) at Jun. 30, 2021 | 173,960,000 | ||||||||
Net income (loss) | (512) | (533) | (533) | 21 | |||||
Other comprehensive income | 10 | 10 | 10 | ||||||
Distributions to noncontrolling interests | (23) | (23) | |||||||
Cash distributions declared | (8,907) | (8,907) | (8,907) | ||||||
Ending Balance at Sep. 30, 2021 | 840,411 | $ 0 | 838,722 | $ 1,740 | 1,516,926 | 122,657 | (802,586) | (15) | 1,689 |
Ending Balance (in shares) at Sep. 30, 2021 | 173,960,000 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 810,761 | 809,044 | $ 1,740 | 1,516,926 | 101,861 | (811,493) | 10 | 1,717 | |
Beginning Balance (in shares) at Dec. 31, 2021 | 173,960,000 | 173,960,000 | |||||||
Net income (loss) | $ 5,614 | 4,626 | 4,626 | 988 | |||||
Other comprehensive income | 1,702 | 1,702 | 1,702 | ||||||
Distributions to noncontrolling interests | (2,134) | (2,134) | |||||||
Cash distributions declared | (13,360) | (13,360) | (13,360) | ||||||
Ending Balance at Sep. 30, 2022 | $ 802,583 | 802,012 | $ 1,740 | 1,516,926 | 106,487 | (824,853) | 1,712 | 571 | |
Ending Balance (in shares) at Sep. 30, 2022 | 173,960,000 | 173,960,000 | |||||||
Beginning balance at Jun. 30, 2022 | $ 808,054 | 806,289 | $ 1,740 | 1,516,926 | 106,165 | (820,399) | 1,857 | 1,765 | |
Beginning Balance (in shares) at Jun. 30, 2022 | 173,960,000 | ||||||||
Net income (loss) | 1,262 | 322 | 322 | 940 | |||||
Other comprehensive income | (145) | (145) | (145) | ||||||
Distributions to noncontrolling interests | (2,134) | (2,134) | |||||||
Cash distributions declared | (4,454) | (4,454) | (4,454) | ||||||
Ending Balance at Sep. 30, 2022 | $ 802,583 | $ 802,012 | $ 1,740 | $ 1,516,926 | $ 106,487 | $ (824,853) | $ 1,712 | $ 571 | |
Ending Balance (in shares) at Sep. 30, 2022 | 173,960,000 | 173,960,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash distributions, declared per share | $ 0.0256 | $ 0.0512 | $ 0.0768 | $ 0.1536 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net cash flows provided by operating activities – continuing operations | $ 34,394 | $ 32,919 |
Net cash flows used in operating activities – discontinued operations | 0 | (7) |
Net cash flows provided by operating activities | 34,394 | 32,912 |
Investing activities: | ||
Acquisition of joint venture interest, net of cash acquired | (1,134) | 0 |
Net proceeds from sale of property | 36,655 | 0 |
Capital expenditures | (12,288) | (8,332) |
Other investing activities | 373 | 35 |
Net cash provided by (used in) investing activities – continuing operations | 23,606 | (8,297) |
Net cash provided by investing activities – discontinued operations | 0 | 7,402 |
Net cash provided by (used in) investing activities | 23,606 | (895) |
Financing activities: | ||
Distributions to stockholders | (13,360) | (26,720) |
Payment of loan costs | (324) | (2,242) |
Draws on line of credit | 45,000 | 0 |
Principal payments on mortgages and other notes payable | (45,935) | (8,439) |
Distributions to noncontrolling interests | (2,134) | (160) |
Other financing activities | 0 | 1 |
Net cash flows used in financing activities | (16,753) | (37,560) |
Net increase (decrease) in cash and restricted cash | 41,247 | (5,543) |
Cash and restricted cash at beginning of period, including assets held for sale | 57,681 | 66,011 |
Cash and restricted cash at end of period, including assets held for sale | 98,928 | 60,468 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Real estate investment properties | 29,384 | 0 |
Intangibles | 4,281 | 0 |
Mortgages and notes payable | (18,468) | 0 |
Net assets recognized upon the change in control of the Windsor Manor Joint Venture (Note 4) | $ 15,197 | $ 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization CNL Healthcare Properties, Inc. (the “Company”) is a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. The Company has been and intends to continue to be organized and operate in a manner that allows it to remain qualified as a REIT for U.S. federal income tax purposes. The Company conducts substantially all of its operations either directly or indirectly through: (1) an operating partnership, CHP Partners, LP (“Operating Partnership”), 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 taxable REIT subsidiary (“TRS”), CHP TRS Holding, Inc.; (3) property owner and lender subsidiaries, which are single purpose entities; and (4) investments in joint ventures. The Company is externally managed and advised by CNL Healthcare Corp. (“Advisor”), which is an affiliate of CNL Financial Group, LLC (“Sponsor”). The Sponsor is an affiliate of CNL Financial Group, Inc. (“CNL”). The Advisor is responsible for managing the Company’s day-to-day operations, serving as a consultant in connection with policy decisions to be made by the board of directors, and for identifying, recommending and executing on possible strategic alternatives and dispositions on the Company’s behalf pursuant to an advisory agreement among the Company, the Operating Partnership and the Advisor. Substantially all of the Company’s operating, administrative and certain property management services are provided by affiliates of the Advisor. In addition, certain property management services are provided by third-party property managers. In 2017, the Company began evaluating possible strategic alternatives to provide liquidity to the Company’s stockholders. As part of executing under possible strategic alternatives, the Company’s board of directors committed to a plan to sell 70 properties, including properties comprising its MOB/Healthcare portfolio. As of December 31, 2021, the Company had successfully completed the sale of 69 properties and in April 2022, completed the sale of the Hurst Specialty Hospital, the last property that the Company had committed to sell. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 U.S. (“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 nine months ended September 30, 2022 may not be indicative of the results that may be expected for the year ending December 31, 2022. Amounts as of December 31, 2021 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, 2021. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the account s of two v ariable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies (continued) Government Grant Income — On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law which provided, among other things, for the establishment of a Provider Relief Fund under the direction of the Department of Health and Human Services (“HHS”). Provider relief funds received under the CARES Act are deemed governmental grants provided that the recipient attests to and complies with certain terms and conditions. Grant income is recognized upon receipt of provider relief funds and when all the conditions of the grant have been met. During the nine months ended September 30, 2022 and 2021, the Company recorded approximatel y $3.9 million and $0.4 million , res pectively, as other income in the accompanying condensed consolidated statements of operations as all conditions of the grant had been met. Risks and Uncertainties — In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) as a pandemic around the globe. Since the onset of the pandemic, the Company has operated and continues to operate its communities through the disruptions and uncertainties of the pandemic, including disruptions from new variants of the virus. Although more normalized activities have resumed, at this time the Company cannot predict the full extent of the impacts of the COVID-19 pandemic on the Company and its operations, and the COVID-19 pandemic may continue to have a material and adverse impact on our financial condition, results of operations and cash flows. Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated 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 analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted common stock (“Restricted Stock”) shares issued to the Advisor. Accordingly, actual results could differ from those estimates. Assets Held For Sale, net and Discontinued Operations — The Company determines to classify a property as held for sale once management has the authority to approve and commits to a plan to sell the property, the property is available for immediate sale, there is an active program to locate a buyer, the sale of the property is probable and the transfer of the property is expected to occur within one year. Upon the determination to classify a property as held for sale, the Company ceases recording further depreciation and amortization relating to the associated assets and those assets are measured at the lower of its carrying amount or fair value less disposition costs and are presented separately in the consolidated balance sheets for all periods presented. In addition, the Company classifies assets held for sale as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. For any disposal(s) qualifying as discontinued operations, the Company allocates interest expense and loan cost amortization that directly relates to either: (1) expense on mortgages and other notes payable collateralized by properties classified as discontinued operations; or (2) expense on the Company’s Credit Facilities, which is allocated based on the value of the properties that are classified as discontinued operations since these properties are included in the Credit Facilities’ unencumbered pool of assets and the related indebtedness is required to be repaid upon sale of the properties. Reclassifications — Certain amounts in the prior years’ condensed consolidated balance sheet and condensed consolidated statement of cash flows have been reclassified to conform to the current year’s presentation. Recently Adopted Accounting Pronouncements — |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table presents disaggregated revenue related to the Company’s resident fees and services during the quarter and nine months ended September 30, 2022 and 2021: Quarter Ended September 30, Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2022 2021 2022 2021 2022 2021 Independent living 2,223 2,256 $ 18.7 $ 17.7 25.0 % 26.7 % Assisted living 3,041 2,947 37.3 32.1 49.9 48.3 Memory care 932 904 15.1 13.2 20.2 19.9 Other revenues — — 3.7 3.4 4.9 5.1 6,196 6,107 $ 74.8 $ 66.4 100.0 % 100.0 % Nine Months Ended September 30, Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2022 2021 2022 2021 2022 2021 Independent living 2,223 2,256 $ 55.1 $ 51.9 24.9 % 26.3 % Assisted living 3,041 2,947 109.5 95.5 49.7 48.5 Memory care 932 904 45.6 39.8 20.6 20.2 Other revenues — — 10.7 9.9 4.8 5.0 6,196 6,107 $ 220.9 $ 197.1 100.0 % 100.0 % |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition As of December 31, 2021, the Company held an interest in five properties through a 75% interest in an unconsolidated joint venture (the “Windsor Manor Joint Venture”), which was accounted for as an equity method investment. Effective January 1, 2022, the Company acquired the remaining 25% interest in the Windsor Manor Joint Venture from its joint venture partner for approximately $3.3 million. As a result, the Company obtained a 100% controlling interest in the Windsor Manor Joint Venture and consolidated the Windsor Manor Joint Venture. The acquisition was accounted for as an asset acquisition. As such, no goodwill was recognized in the acquisition. As the Company previously held an equity method investment in the Windsor Manor Joint Venture, the acquisition resulted in a gain on change of control of a joint venture of approximately $8.4 million, representing the difference between the fair market value and the carrying value of the equity method investment on the acquisition date. 4. Acquisition (continued) The following table summarizes the fair market value of the assets and liabilities recorded as part of the acquisition, adjusted on a relative fair value basis for the difference between the consideration transferred and the fair market value of the net assets acquired, of the Windsor Manor Joint Venture as of the acquisition date (in thousands): Equity method investment in unconsolidated joint venture $ 4,737 Consideration paid for additional 25% interest in joint venture 3,310 Total equity method investment and consideration paid $ 8,047 Cash $ 2,097 Restricted cash 79 Prepaid and other assets 64 Real estate assets 29,384 Intangibles (1) 4,281 Total assets acquired 35,905 Accounts payable and accrued expenses (953) Other liabilities (61) Mortgages and notes payable (18,468) Total liabilities assumed (19,482) Net assets acquired $ 16,423 _____________ FOOTNOTE: (1) Effective January 1, 2022, the weighted-average amortization period on the lease intangibles was approximately 1.3 years and was comprised of in-place lease intangibles. |
Real Estate Assets, net
Real Estate Assets, net | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Real Estate Assets, net | Real Estate Assets, net In July 2022, the Company entered into a purchase and sale agreement (the “Fieldstone Sale Agreement ” ) for the sale of its Fieldstone Memory Care and Fieldstone at Pear Orchard properties (the “Fieldstone Properties ” ) with an unrelated third party buyer. The Fieldstone at Pear Orchard property was indirectly owned through a consolidated joint venture. The Company completed the sale of the Fieldstone Properties in August 2022 and recorded a gain of approximately $6.3 million, of which approxima tely $5.4 million was attributable to common stockholders. Additionally, the Company paid a disposition fee of approximately $0.1 million to the Advisor for the sale of these properties. The sale of the Fieldstone Properties did not cause a strategic shift in the Company’s operations, and was not considered significant; therefore, these properties did not qualify as discontinued operations. The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of September 30, 2022 and December 31, 2021 are as follows, excluding the one asset held for sale (in thousands): September 30, December 31, Land and land improvements $ 136,229 $ 131,312 Building and building improvements 1,494,189 1,486,630 Furniture, fixtures and equipment 102,077 101,063 Less: accumulated depreciation (412,020) (380,149) Real estate investment properties, net $ 1,320,475 $ 1,338,856 |
Asset Held For Sale and Discont
Asset Held For Sale and Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate Liabilities Associated with Assets Held for Development and Sale [Abstract] | |
Asset Held For Sale and Discontinued Operations | Asset Held For Sale and Discontinued OperationsIn March 2022, the Company received an unsolicited offer and entered into a purchase and sale agreement for the Hurst Specialty Hospital with an unrelated third party and classified this property as held for sale as of December 31, 2021 in the accompanying condensed consolidated balance sheet. Assets held for sale consisted of real estate held for sale, net as of December 31, 2021. The Company sold this property in April 2022, received net sales proceeds of $8.3 million and did not record a gain or loss on sale for financial reporting purposes. The sale of the Hurst Specialty Hospital did not cause a strategic shift in the Company's operations, and was not considered significant; therefore, this property did not qualify as discontinued operations. The Company did not have any properties for which it had classified the revenues and expenses as discontinued operations during the quarter and nine months ended September 30, 2022. During the nine months ended September 30, 2021, the Company classified the revenues and expenses related to the Company’s acute care property sold in January 2021 as discontinued operations in the accompanying condensed consolidated statements of operations. This property was identified for sale as part of the plan to sell the MOB/Healthcare portfolio and the Company determined that the sale of these properties represented a strategic shift in the Company’s operations. The Company recorded a loss from discontinued operations of approximately $10 thousand during the nine months ended September 30, 2021. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities As of September 30, 2022 and December 31, 2021, the Company had two subsidiaries classified as VIEs. These s ubsidiaries are joint ventures in which the equity interest consists of non-substantive protective voting rights. The Company determined it is the primary beneficiary and holds a controlling financial interest in each of these subsidiaries due to its power to direct the activities that most significantly impact the economic performance of the entities, as well as its obligation to absorb the losses and its right to receive benefits from these entities that could potentially be significant to these entities. As such, the transactions and accounts of these VIEs are included in the accompanying condensed consolidated financial statements. As described above in Note 5. “ Real Estate Assets, net, ” |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness The following table provides details of the Company's indebtedness as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, As of December 31, 2022 2021 Mortgages payable and other notes payable: Fixed rate debt (1) $ 44,287 $ 89,766 Variable rate debt (1)(2) 18,012 — Premium (3) 28 59 Loan costs, net (206) (425) Total mortgages and other notes payable, net 62,121 89,400 Credit facilities: Revolving Credit Facility (4)(5)(6) 133,000 88,000 Term Loan Facility (4)(6) 265,000 265,000 2021 Term Loan Facility (4)(6) 150,000 150,000 Loan costs, net related to Term Loan Facilities (2,241) (3,272) Total credit facilities, net 545,759 499,728 Total indebtedness, net $ 607,880 $ 589,128 8. Indebtedness (continued) _____________ FOOTNOTES: (1) As of September 30, 2022 and December 31, 2021, the Company’s mortgages and other notes payable are collateralized by seven properties, with total carrying value of approximately $93.3 million and $135.4 million, respectively. (2) In connection with the acquisition of the 25% interest in the Windsor Manor Joint Venture, the Company consolidated the net assets of the joint venture effective January 1, 2022, including the debt associated with the properties, at fair value. The debt collateralized by the five Windsor Manor properties pays interest at a rate of 2.50% plus 30-day LIBOR and matures in February 2024. The 30-day LIBOR was approxima tely 3.14% as of September 30, 2022. (3) Premium is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition dates. (4) As of September 30, 2022 and December 31, 2021, the Company had entered into interest rate caps with notional amounts of approximately $355.0 million. (5) As of September 30, 2022 and December 31, 2021, the Company had undrawn availability under the applicable revolving credit facility of approximately $117.0 million and $14.1 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. (6) Term SOFR (as defined in the Credit Facilities agreement) was approximately 3.14% a s of September 30, 2022. The 30-day LIBOR was approxima tely 0.10% as of December 31, 2021. In June 2022, the Company refinanced secured indebtedness of approximately $44.5 million, consisting of debt collateralized by five properties, in advance of its scheduled maturity of September 2022 using available borrowings under its Revolving Credit Facility. In September 2022, the Company amended the agreements under its Credit Facilities to transition its benchmark rate from LIBOR to SOFR effective September 2022. The Company had liquidity of approximately $211.7 million as of September 30, 2022 (consisting of cash on hand and undrawn availability under the Company's Credit Facilities). The Company has $0.4 million of scheduled payments coming due during the rest of 2022 and in May 2023, the $133 million outstanding under its Revolving Credit Facility will become due. The Revolving Credit Facility has a one-year extension option, which if exercised by the Company, will extend the maturity date to May 2024. The following is a schedule of future principal payments for the Company’s total indebtedness for the remainder of 2022, each of the next four years and thereafter, in the aggregate, as of September 30, 2022 (in thousands): 2022 $ 358 2023 157,054 2024 452,887 2025 — 2026 — Thereafter — $ 610,299 The following table provides the details of the fair market value and carrying value of the Company’s indebtedness as of September 30, 2022 and December 31, 2021 (in millions): September 30, 2022 December 31, 2021 Fair Value Carrying Value Fair Value Carrying Value Mortgages and other notes payable, net $ 61.0 $ 62.1 $ 90.4 $ 89.4 Credit facilities, net $ 548.0 $ 545.8 $ 503.0 $ 499.7 8. Indebtedness (continued) 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. Generally, the loan agreements for the Company’s mortgage loans contain customary financial covenants and ratios; including (but not limited to) the following: debt service coverage ratio, minimum occupancy levels, limitations on incurrence of additional indebtedness, etc. The loan agreements also contain customary events of default and remedies for the lenders. As of September 30, 2022, the Company was in compliance with all financial covenants related to its mortgage loans. |
Related Party Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements In May 2022, the Company extended its advisory agreement with the Advisor through June 2023. The Company paid approximately $0.03 million and $0.10 million during the quarter and nine months ended September 30, 2022, respectively, and approximately $0.07 million and $0.20 million during the quarter and nine months ended September 30, 2021, respectively, of cash distributions on Restricted Stock issued through March 2017 pursuant to the Advisor expense support agreement. These amounts have been recognized as compensation expense and included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The expenses and fees incurred by and reimbursable to the Company’s related parties, including amounts included in income from discontinued operations, for the quarter and nine months ended September 30, 2022 and 2021, and related amounts unpaid as of September 30, 2022 and December 31, 2021 are as follows (in thousands): Quarter Ended Nine Months Ended Unpaid amounts as of (1) September 30, September 30, September 30, 2022 December 31, 2021 2022 2021 2022 2021 Reimbursable expenses: Operating expenses (2) $ 835 $ 887 $ 2,390 $ 2,360 $ 230 $ 214 835 887 2,390 2,360 230 214 Investment services fee (3) — — 60 — — — Disposition fee (4) 127 — 195 — — — Financing coordination fees (5) — 1,500 — 1,500 — — Asset management fees (6) 3,496 3,575 10,598 12,165 1,159 1,192 $ 4,458 $ 5,962 $ 13,243 $ 16,025 $ 1,389 $ 1,406 9. Related Party Arrangements (continued) _______________ FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. (2) Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying condensed consolidated balance sheets. (3) For the nine months ended September 30, 2022, the Company incurred approximately $0.1 million in investment services fees, all of which was capitalized and included in real estate assets, net in the accompanying condensed consolidated balance sheets. For the quarter and nine months ended September 30, 2021, the Company did not incur any investment services fees. (4) Amounts are recorded as a reduction to gain on sale of real estate in the accompanying condensed consolidated statements of operations. Effective May 26, 2021, the disposition fee was reduced from 1.0% to 0.80% of the gross market capitalization of the Company upon the occurrence of a listing on a national securities exchange, or of the gross consideration paid to the Company or its stockholders upon the occurrence of any other liquidity event of the Company (including the sale of the Company or a portion thereof), or of the gross sales price upon the sale or transfer of one or more of its properties. (5) For the quarter and nine months ended September 30, 2021, the Company incurred financing coordination fees of approximately $1.5 million related to the 2021 Term Loan Facility, all of which were capitalized as loan costs and reflected in mortgages and other notes payable, net in the accompanying condensed consolidated balance sheets. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | Equity |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesFrom time to time, the Company may be a party to legal proceedings in the ordinary course of, or incidental to the normal course of, its business, including proceedings to enforce its contractual or statutory rights. While the Company cannot predict the outcome of these legal proceedings with certainty, based upon currently available information, the Company does not believe the final outcome of any pending or threatened legal proceeding will have a material adverse effect on its results of operations or financial condition. 12. Commitments and Contingencies (continued) As a result of the Company’s completed seniors housing developments continuing to move towards or achieving stabilization, the Company monitors the lease-up of these properties to determine whether the established performance metrics have been met as of each reporting period. As of September 30, 2022, the Company had one r emaining promoted interest agreement with third-party developers pursuant to which certain operating targets have been established that, upon meeting such targets, the developer will be entitled to additional payments based on enumerated percentages of the assumed net proceeds of a deemed sale, subject to achievement of an established internal rate of return on the Company’s investment in the development. The established performance metrics were not met or probable of being met as of September 30, 2022. The Company’s Advisor has approximately 1.3 million contingently issuable Restricted Stock shares for financial reporting purposes that were issued pursuant to the Advisor expense support agreement. Refer to Note 9. “Related Party Arrangements” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
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 U.S. (“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 nine months ended September 30, 2022 may not be indicative of the results that may be expected for the year ending December 31, 2022. Amounts as of December 31, 2021 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, 2021. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the account s of two v ariable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation. |
Government Grant Income | Government Grant Income — On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law which provided, among other things, for the establishment of a Provider Relief Fund under the direction of the Department of Health and Human Services (“HHS”). Provider relief funds received under the CARES Act are deemed governmental grants provided that the recipient attests to and complies with certain terms and conditions. Grant income is recognized upon receipt of provider relief funds and when all the conditions of the grant have been met. During the nine months ended September 30, 2022 and 2021, the Company recorded approximatel y $3.9 million and $0.4 million , res |
Risk and Uncertainties | Risks and Uncertainties — |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated 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 analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted common stock (“Restricted Stock”) shares issued to the Advisor. Accordingly, actual results could differ from those estimates. |
Assets Held For Sale, net and Discontinued Operations | Assets Held For Sale, net and Discontinued Operations — The Company determines to classify a property as held for sale once management has the authority to approve and commits to a plan to sell the property, the property is available for immediate sale, there is an active program to locate a buyer, the sale of the property is probable and the transfer of the property is expected to occur within one year. Upon the determination to classify a property as held for sale, the Company ceases recording further depreciation and amortization relating to the associated assets and those assets are measured at the lower of its carrying amount or fair value less disposition costs and are presented separately in the consolidated balance sheets for all periods presented. In addition, the Company classifies assets held for sale as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. For any disposal(s) qualifying as discontinued operations, the Company allocates interest expense and loan cost amortization that directly relates to either: (1) expense on mortgages and other notes payable collateralized by properties classified as discontinued operations; or (2) expense on the Company’s Credit Facilities, which is allocated based on the value of the properties that are classified as discontinued operations since these properties are included in the Credit Facilities’ unencumbered pool of assets and the related indebtedness is required to be repaid upon sale of the properties. |
Reclassifications | Reclassifications — Certain amounts in the prior years’ condensed consolidated balance sheet and condensed consolidated statement of cash flows have been reclassified to conform to the current year’s presentation. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements — |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents disaggregated revenue related to the Company’s resident fees and services during the quarter and nine months ended September 30, 2022 and 2021: Quarter Ended September 30, Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2022 2021 2022 2021 2022 2021 Independent living 2,223 2,256 $ 18.7 $ 17.7 25.0 % 26.7 % Assisted living 3,041 2,947 37.3 32.1 49.9 48.3 Memory care 932 904 15.1 13.2 20.2 19.9 Other revenues — — 3.7 3.4 4.9 5.1 6,196 6,107 $ 74.8 $ 66.4 100.0 % 100.0 % Nine Months Ended September 30, Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2022 2021 2022 2021 2022 2021 Independent living 2,223 2,256 $ 55.1 $ 51.9 24.9 % 26.3 % Assisted living 3,041 2,947 109.5 95.5 49.7 48.5 Memory care 932 904 45.6 39.8 20.6 20.2 Other revenues — — 10.7 9.9 4.8 5.0 6,196 6,107 $ 220.9 $ 197.1 100.0 % 100.0 % |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of the Fair Value of the Assets Acquired and Liabilities Assumed | The following table summarizes the fair market value of the assets and liabilities recorded as part of the acquisition, adjusted on a relative fair value basis for the difference between the consideration transferred and the fair market value of the net assets acquired, of the Windsor Manor Joint Venture as of the acquisition date (in thousands): Equity method investment in unconsolidated joint venture $ 4,737 Consideration paid for additional 25% interest in joint venture 3,310 Total equity method investment and consideration paid $ 8,047 Cash $ 2,097 Restricted cash 79 Prepaid and other assets 64 Real estate assets 29,384 Intangibles (1) 4,281 Total assets acquired 35,905 Accounts payable and accrued expenses (953) Other liabilities (61) Mortgages and notes payable (18,468) Total liabilities assumed (19,482) Net assets acquired $ 16,423 _____________ FOOTNOTE: (1) Effective January 1, 2022, the weighted-average amortization period on the lease intangibles was approximately 1.3 years and was comprised of in-place lease intangibles. |
Real Estate Assets, net (Tables
Real Estate Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Schedule of Real Estate Investment Properties Excluding Assets Held For Sale | The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of September 30, 2022 and December 31, 2021 are as follows, excluding the one asset held for sale (in thousands): September 30, December 31, Land and land improvements $ 136,229 $ 131,312 Building and building improvements 1,494,189 1,486,630 Furniture, fixtures and equipment 102,077 101,063 Less: accumulated depreciation (412,020) (380,149) Real estate investment properties, net $ 1,320,475 $ 1,338,856 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Details of Indebtedness, Excluding Indebtedness Associated with Assets Held for Sale | The following table provides details of the Company's indebtedness as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, As of December 31, 2022 2021 Mortgages payable and other notes payable: Fixed rate debt (1) $ 44,287 $ 89,766 Variable rate debt (1)(2) 18,012 — Premium (3) 28 59 Loan costs, net (206) (425) Total mortgages and other notes payable, net 62,121 89,400 Credit facilities: Revolving Credit Facility (4)(5)(6) 133,000 88,000 Term Loan Facility (4)(6) 265,000 265,000 2021 Term Loan Facility (4)(6) 150,000 150,000 Loan costs, net related to Term Loan Facilities (2,241) (3,272) Total credit facilities, net 545,759 499,728 Total indebtedness, net $ 607,880 $ 589,128 8. Indebtedness (continued) _____________ FOOTNOTES: (1) As of September 30, 2022 and December 31, 2021, the Company’s mortgages and other notes payable are collateralized by seven properties, with total carrying value of approximately $93.3 million and $135.4 million, respectively. (2) In connection with the acquisition of the 25% interest in the Windsor Manor Joint Venture, the Company consolidated the net assets of the joint venture effective January 1, 2022, including the debt associated with the properties, at fair value. The debt collateralized by the five Windsor Manor properties pays interest at a rate of 2.50% plus 30-day LIBOR and matures in February 2024. The 30-day LIBOR was approxima tely 3.14% as of September 30, 2022. (3) Premium is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition dates. (4) As of September 30, 2022 and December 31, 2021, the Company had entered into interest rate caps with notional amounts of approximately $355.0 million. (5) As of September 30, 2022 and December 31, 2021, the Company had undrawn availability under the applicable revolving credit facility of approximately $117.0 million and $14.1 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. (6) Term SOFR (as defined in the Credit Facilities agreement) was approximately 3.14% a s of September 30, 2022. The 30-day LIBOR was approxima tely |
Schedule of Maturities of Indebtedness | The following is a schedule of future principal payments for the Company’s total indebtedness for the remainder of 2022, each of the next four years and thereafter, in the aggregate, as of September 30, 2022 (in thousands): 2022 $ 358 2023 157,054 2024 452,887 2025 — 2026 — Thereafter — $ 610,299 |
Schedule of Fair Market Value and Carrying Value of Indebtedness | The following table provides the details of the fair market value and carrying value of the Company’s indebtedness as of September 30, 2022 and December 31, 2021 (in millions): September 30, 2022 December 31, 2021 Fair Value Carrying Value Fair Value Carrying Value Mortgages and other notes payable, net $ 61.0 $ 62.1 $ 90.4 $ 89.4 Credit facilities, net $ 548.0 $ 545.8 $ 503.0 $ 499.7 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties | The expenses and fees incurred by and reimbursable to the Company’s related parties, including amounts included in income from discontinued operations, for the quarter and nine months ended September 30, 2022 and 2021, and related amounts unpaid as of September 30, 2022 and December 31, 2021 are as follows (in thousands): Quarter Ended Nine Months Ended Unpaid amounts as of (1) September 30, September 30, September 30, 2022 December 31, 2021 2022 2021 2022 2021 Reimbursable expenses: Operating expenses (2) $ 835 $ 887 $ 2,390 $ 2,360 $ 230 $ 214 835 887 2,390 2,360 230 214 Investment services fee (3) — — 60 — — — Disposition fee (4) 127 — 195 — — — Financing coordination fees (5) — 1,500 — 1,500 — — Asset management fees (6) 3,496 3,575 10,598 12,165 1,159 1,192 $ 4,458 $ 5,962 $ 13,243 $ 16,025 $ 1,389 $ 1,406 9. Related Party Arrangements (continued) _______________ FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. (2) Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying condensed consolidated balance sheets. (3) For the nine months ended September 30, 2022, the Company incurred approximately $0.1 million in investment services fees, all of which was capitalized and included in real estate assets, net in the accompanying condensed consolidated balance sheets. For the quarter and nine months ended September 30, 2021, the Company did not incur any investment services fees. (4) Amounts are recorded as a reduction to gain on sale of real estate in the accompanying condensed consolidated statements of operations. Effective May 26, 2021, the disposition fee was reduced from 1.0% to 0.80% of the gross market capitalization of the Company upon the occurrence of a listing on a national securities exchange, or of the gross consideration paid to the Company or its stockholders upon the occurrence of any other liquidity event of the Company (including the sale of the Company or a portion thereof), or of the gross sales price upon the sale or transfer of one or more of its properties. (5) For the quarter and nine months ended September 30, 2021, the Company incurred financing coordination fees of approximately $1.5 million related to the 2021 Term Loan Facility, all of which were capitalized as loan costs and reflected in mortgages and other notes payable, net in the accompanying condensed consolidated balance sheets. |
Organization - Additional Infor
Organization - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2018 Property | Sep. 30, 2022 Property Agreement State | Dec. 31, 2021 Properties | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Number of properties sold | Properties | 69 | ||
MOB/Healthcare Portfolio | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Number of properties | 70 | ||
Investment Portfolio | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Number of properties | 70 | ||
Number of states | State | 26 | ||
Number of seniors housing properties | 69 | ||
Investment Portfolio | Vacant Land Parcel | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Number of properties | Agreement | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 USD ($) Subsidiary | Sep. 30, 2021 USD ($) | |
Provider Relief Fund | COVID19 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Grant Income Received From P R F H S | $ | $ 3.9 | $ 0.4 |
VIEs | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of subsidiaries | Subsidiary | 2 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) Facility | Sep. 30, 2021 USD ($) Facility | Sep. 30, 2022 USD ($) Facility | Sep. 30, 2021 USD ($) Facility | |
Disaggregation Of Revenue [Line Items] | ||||
Number of Units | Facility | 6,196 | 6,107 | 6,196 | 6,107 |
Resident fees and services | $ | $ 74,824 | $ 66,446 | $ 220,888 | $ 197,123 |
Percentage of revenues | 100% | 100% | 100% | 100% |
Independent Living | ||||
Disaggregation Of Revenue [Line Items] | ||||
Number of Units | Facility | 2,223 | 2,256 | 2,223 | 2,256 |
Resident fees and services | $ | $ 18,700 | $ 17,700 | $ 55,100 | $ 51,900 |
Percentage of revenues | 25% | 26.70% | 24.90% | 26.30% |
Assisted Living | ||||
Disaggregation Of Revenue [Line Items] | ||||
Number of Units | Facility | 3,041 | 2,947 | 3,041 | 2,947 |
Resident fees and services | $ | $ 37,300 | $ 32,100 | $ 109,500 | $ 95,500 |
Percentage of revenues | 49.90% | 48.30% | 49.70% | 48.50% |
Memory Care | ||||
Disaggregation Of Revenue [Line Items] | ||||
Number of Units | Facility | 932 | 904 | 932 | 904 |
Resident fees and services | $ | $ 15,100 | $ 13,200 | $ 45,600 | $ 39,800 |
Percentage of revenues | 20.20% | 19.90% | 20.60% | 20.20% |
Other Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Number of Units | Facility | 0 | 0 | 0 | 0 |
Resident fees and services | $ | $ 3,700 | $ 3,400 | $ 10,700 | $ 9,900 |
Percentage of revenues | 4.90% | 5.10% | 4.80% | 5% |
Acquisition (Additional Informa
Acquisition (Additional Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Windsor Manor Joint Venture | |||
Business Acquisition [Line Items] | |||
Percentage of controlling interest | 100% | ||
Windsor Manor Joint Venture | |||
Business Acquisition [Line Items] | |||
Percentage interest in an unconsolidated joint venture | 25% | 75% | |
Cost of acquisition | $ 3,300 | ||
Goodwill | $ 0 | ||
Gain on change of control of interests | $ 8,400 |
Acquisition - Schedule of the F
Acquisition - Schedule of the Fair Value of the Assets Acquired and Liabilities Assumed (Details) - Windsor Manor Joint Venture $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Equity method investment in unconsolidated joint venture | $ 4,737 |
Consideration paid for additional 25% interest in joint venture | 3,310 |
Total equity method investment and consideration paid | 8,047 |
Cash | 2,097 |
Restricted cash | 79 |
Prepaid and other assets | 64 |
Real estate assets | 29,384 |
Intangibles | 4,281 |
Total assets acquired | 35,905 |
Accounts payable and accrued expenses | (953) |
Other liabilities | (61) |
Mortgages and notes payable | (18,468) |
Total liabilities assumed | (19,482) |
Net assets acquired | $ 16,423 |
Acquisition - Schedule of the_2
Acquisition - Schedule of the Fair Value of the Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - Windsor Manor Joint Venture | 9 Months Ended | ||
Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Percentage interest in an unconsolidated joint venture | 25% | 75% | |
The weighted-average amortization period on the lease intangibles | 1 year 3 months 18 days |
Real Estate Assets, Net - Sched
Real Estate Assets, Net - Schedule of Real Estate Investment Properties Excluding Assets Held For Sale (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Real Estate [Abstract] | ||
Land and land improvements | $ 136,229 | $ 131,312 |
Building and building improvements | 1,494,189 | 1,486,630 |
Furniture, fixtures and equipment | 102,077 | 101,063 |
Less: accumulated depreciation | (412,020) | (380,149) |
Real estate investment properties, net | $ 1,320,475 | $ 1,338,856 |
Real Estate Assets, Net - Addit
Real Estate Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Real Estate [Line Items] | |||||
Depreciation expense | $ 12,400 | $ 12,500 | $ 38,200 | $ 37,300 | |
Fieldstone Sale | |||||
Real Estate [Line Items] | |||||
Gain on sale of property | $ 6,300 | ||||
Gain (loss) on sale of properties, attributable to stakeholders | 5,400 | ||||
Disposition expense | $ 100 |
Asset Held For Sale and Disco_2
Asset Held For Sale and Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Apr. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Net sales proceeds | $ 8,300 | |
Loss From Discontinued Operations | $ 10 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) Subsidiary | Sep. 30, 2021 USD ($) | Dec. 31, 2021 Subsidiary | |
Variable Interest Entity [Line Items] | ||||
Net proceeds from sale of property | $ 36,655 | $ 0 | ||
Sale proceeds to noncontrolling interests | 2,134 | $ 160 | ||
Maximum exposure to loss VIEs limits | $ 9,300 | |||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Number of subsidiaries | Subsidiary | 2 | |||
Variable Interest Entity, Primary Beneficiary | Joint Ventures Real Estate Under Development Entities | ||||
Variable Interest Entity [Line Items] | ||||
Number of subsidiaries | Subsidiary | 2 | 2 | ||
Net proceeds from sale of property | $ 16,000 | |||
Sale proceeds to noncontrolling interests | $ 2,000 |
Indebtedness - Details of Indeb
Indebtedness - Details of Indebtedness, Excluding Indebtedness Associated with Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Premium | $ 28 | $ 59 |
Total mortgages and other notes payable, net | 62,121 | 89,400 |
Credit facilities | 545,759 | 499,728 |
Total credit facilities, net | 545,759 | 499,728 |
Notes And Loans Payable Net | 607,880 | 589,128 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facilities | 133,000 | 88,000 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Loan costs, net | (2,241) | (3,272) |
Credit facilities | 265,000 | 265,000 |
2021 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Credit facilities | 150,000 | 150,000 |
Mortgages Payable And Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Loan costs, net | (206) | (425) |
Fixed Interest Rate | ||
Debt Instrument [Line Items] | ||
Mortgages payable and other notes payable | 44,287 | 89,766 |
Variable Rate Debt | ||
Debt Instrument [Line Items] | ||
Mortgages payable and other notes payable | $ 18,012 | $ 0 |
Indebtedness - Details of Ind_2
Indebtedness - Details of Indebtedness, Excluding Indebtedness Associated with Assets Held for Sale (Parenthetical) (Detail) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) Properties | Dec. 31, 2021 USD ($) Properties | |
Debt Instrument [Line Items] | ||
Debt instrument interest rate during period | 2.50% | |
Notional amounts of derivative contract | $ 355 | $ 355 |
Windsor Manor Joint Venture Ownership Interest | ||
Debt Instrument [Line Items] | ||
Number of collateralized properties owned | Properties | 5 | |
Interest paid | 25% | |
LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate during period | 3.14% | 0.10% |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate during period | 3.14% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, current borrowing capacity | $ 117 | $ 14.1 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Number of collateralized properties owned | Properties | 7 | 7 |
Mortgages and other notes payable carrying value of collateral | $ 93.3 | $ 135.4 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||
Refinanced secured indebtedness | $ 44,500 | ||
Liquidity | $ 211,700 | ||
Credit facilities | $ 545,759 | $ 499,728 | |
Maximum allowable distributions as a percentage of adjusted FFO | 95% | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facilities | $ 133,000 | $ 88,000 | |
Long term line of credit, extension option | 1 year |
Indebtedness - Schedule of Matu
Indebtedness - Schedule of Maturities of Indebtedness (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 358 |
2023 | 157,054 |
2024 | 452,887 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Long-term Debt, Total | $ 610,299 |
Indebtedness - Schedule of Fair
Indebtedness - Schedule of Fair Market Value and Carrying Value of Indebtedness (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 610,299 | |
Mortgages and other notes payable, net | ||
Debt Instrument [Line Items] | ||
Fair Value | 61,000 | $ 90,400 |
Carrying Value | 62,100 | 89,400 |
Credit facilities | ||
Debt Instrument [Line Items] | ||
Fair Value | 548,000 | 503,000 |
Carrying Value | $ 545,800 | $ 499,700 |
Related Party Arrangements - Ad
Related Party Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Cash distributions on restricted stock | $ 13,360 | $ 26,720 | ||
Expense Support Agreements | Restricted Stock | ||||
Related Party Transaction [Line Items] | ||||
Cash distributions on restricted stock | $ 30 | $ 70 | $ 100 | $ 200 |
Related Party Arrangements - Sc
Related Party Arrangements - Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |||||
Operating expenses | $ 835 | $ 887 | $ 2,390 | $ 2,360 | |
Total reimbursable expenses | 835 | 887 | 2,390 | 2,360 | |
Investment services fee | 0 | 0 | 60 | 0 | |
Disposition fee | 127 | 0 | 195 | 0 | |
Financing coordination fees | 0 | 1,500 | 0 | 1,500 | |
Asset management fees | 3,496 | 3,575 | 10,598 | 12,165 | |
Total reimbursable expenses, net | 4,458 | $ 5,962 | 13,243 | $ 16,025 | |
Operating expenses, unpaid | 230 | 230 | $ 214 | ||
Total reimbursable expenses | 230 | 230 | 214 | ||
Investment services fees unpaid | 0 | 0 | 0 | ||
Disposition fees, unpaid | 0 | 0 | 0 | ||
Financing coordination fees, unpaid | 0 | 0 | 0 | ||
Asset management fees, unpaid | 1,159 | 1,159 | 1,192 | ||
Total related amount unpaid | $ 1,389 | $ 1,389 | $ 1,406 |
Related Party Arrangements - _2
Related Party Arrangements - Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 26, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Investment services fees | $ 0 | $ 100 | $ 0 | ||
Financing coordination fees | $ 0 | $ (1,500) | $ 0 | $ (1,500) | |
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of disposition fee | 1% | ||||
Percentage of asset management fee | 1% | ||||
Minimum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of disposition fee | 0.80% | ||||
Percentage of asset management fee | 0.80% |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Equity [Abstract] | |||||
Distribution per share | $ 0.0256 | ||||
Cash distribution declared | $ 4,454 | $ 8,907 | $ 13,360 | $ 26,720 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (expense) benefit | $ (71) | $ 1,502 | $ (221) | $ 3,861 |
Income tax expense, change in deferred tax asset | 1,600 | 4,300 | ||
Current income tax expense | $ (100) | $ (100) | $ (200) | $ (400) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) shares in Millions | 9 Months Ended |
Sep. 30, 2022 Agreement shares | |
Commitments And Contingencies [Line Items] | |
Number of promoted interest agreements | 1 |
Number of promoted interest agreements met established performance metrics | 0 |
Advisor Expense Support Agreement | Restricted Stock | |
Commitments And Contingencies [Line Items] | |
Contingently issuable restricted stock shares | shares | 1.3 |