Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-54685 | |
Entity Registrant Name | CNL Healthcare Properties, Inc. | |
Entity Incorporation, State or Country Code | MD | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 173,960,540 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001496454 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Real estate investment properties, net (including VIEs $30,711 and $30,906, respectively) | $ 1,302,979 | $ 1,313,438 |
Cash (including VIEs $488 and $646, respectively) | 43,986 | 69,504 |
Restricted cash (including VIEs $11 and $9, respectively) | 3,192 | 4,070 |
Other assets (including VIEs $170 and $554, respectively) | 38,439 | 36,868 |
Deferred rent, lease incentives and intangibles, net | 12,466 | 13,423 |
Total assets | 1,401,062 | 1,437,303 |
Liabilities: | ||
Mortgages and other notes payable, net (including VIEs $21,015 and $21,142, respectively) | 37,230 | 61,773 |
Credit facilities | 546,442 | 546,100 |
Accounts payable and accrued liabilities (including VIEs $589 and $533, respectively) | 28,127 | 30,270 |
Other liabilities (including VIEs $202 and $91, respectively) | 8,200 | 7,469 |
Due to related parties | 1,444 | 1,397 |
Total liabilities | 621,443 | 647,009 |
Commitments and contingencies (Note 7) | ||
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 | 94,557 | 100,408 |
Accumulated distributions | (833,760) | (829,307) |
Accumulated other comprehensive income | (344) | (16) |
Total stockholders' equity | 779,119 | 789,751 |
Noncontrolling interest | 500 | 543 |
Total equity | 779,619 | 790,294 |
Total liabilities and equity | $ 1,401,062 | $ 1,437,303 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Real estate investment properties | $ 1,302,979 | $ 1,313,438 |
Cash | 43,986 | 69,504 |
Restricted cash | 3,192 | 4,070 |
Other assets | 38,439 | 36,868 |
Mortgages and other notes payable, net | 37,230 | 61,773 |
Accounts payable and accrued liabilities | 28,127 | 30,270 |
Other liabilities | $ 8,200 | $ 7,469 |
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 | $ 30,711 | $ 30,906 |
Cash | 488 | 646 |
Restricted cash | 11 | 9 |
Other assets | 170 | 554 |
Mortgages and other notes payable, net | 21,015 | 21,142 |
Accounts payable and accrued liabilities | 589 | 533 |
Other liabilities | $ 202 | $ 91 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Rental income and related revenues | $ 6,714 | $ 6,865 |
Resident fees and services | 76,945 | 71,732 |
Total revenues | 83,659 | 78,597 |
Operating expenses: | ||
Property operating expenses | 57,867 | 55,333 |
General and administrative expenses | 2,244 | 2,631 |
Depreciation and amortization | 13,410 | 13,642 |
Total operating expenses | 80,813 | 78,702 |
Operating income (loss) | 2,846 | (105) |
Other income (expense): | ||
Interest and other income | 1,066 | 5 |
Interest expense and loan cost amortization | (9,654) | (3,863) |
Gain on change of control of a joint venture | 0 | 8,376 |
Total other (expense) income | (8,588) | 4,518 |
(Loss) income before income taxes | (5,742) | 4,413 |
Income tax expense | (111) | (85) |
Net (loss) income | (5,853) | 4,328 |
Less: Amounts attributable to noncontrolling interests | (2) | 25 |
Net (loss) income attributable to common stockholders | $ (5,851) | $ 4,303 |
Net income (loss) per share of common stock (basic and diluted) | ||
Net (loss) income per share of common stock, basic (in dollars per share) | $ (0.03) | $ 0.02 |
Net (loss) income per share of common stock, diluted (in dollars per share) | $ (0.03) | $ 0.02 |
Weighted average number of shares outstanding, basic (in shares) | 173,960 | 173,960 |
Weighted average number of shares outstanding, diluted (in shares) | 173,960 | 173,960 |
Asset management fees | ||
Operating expenses: | ||
Cost of Goods and Services Sold | $ 3,476 | $ 3,579 |
Property management fees | ||
Operating expenses: | ||
Cost of Goods and Services Sold | $ 3,816 | $ 3,517 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (5,853) | $ 4,328 |
Other comprehensive (loss) income: | ||
Unrealized (loss) gain on derivative financial instruments, net | (328) | 876 |
Total other comprehensive (loss) income | (328) | 876 |
Comprehensive (loss) income | (6,181) | 5,204 |
Less: Comprehensive (loss) income attributable to noncontrolling interest | (2) | 25 |
Comprehensive (loss) income attributable to common stockholders | $ (6,179) | $ 5,179 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Common Stock | Capital in Excess of Par Value | Accumulated Income | Accumulated Distributions | Accumulated Other Comprehensive (Loss) Income | Non- controlling Interest |
Beginning Balance (in shares) at Dec. 31, 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 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 4,328 | 4,303 | 4,303 | 25 | ||||
Other comprehensive loss | 876 | 876 | 876 | |||||
Cash distributions declared ($0.0256 per share) | (4,453) | (4,453) | (4,453) | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 173,960,000 | |||||||
Ending Balance at Mar. 31, 2022 | $ 811,512 | 809,770 | $ 1,740 | 1,516,926 | 106,164 | (815,946) | 886 | 1,742 |
Beginning Balance (in shares) at Dec. 31, 2022 | 173,960,000 | 173,960,000 | ||||||
Beginning Balance at Dec. 31, 2022 | $ 790,294 | 789,751 | $ 1,740 | 1,516,926 | 100,408 | (829,307) | (16) | 543 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (5,853) | (5,851) | (5,851) | (2) | ||||
Other comprehensive loss | (328) | (328) | (328) | |||||
Distributions to noncontrolling interests | (41) | (41) | ||||||
Cash distributions declared ($0.0256 per share) | $ (4,453) | (4,453) | (4,453) | |||||
Ending Balance (in shares) at Mar. 31, 2023 | 173,960,000 | 173,960,000 | ||||||
Ending Balance at Mar. 31, 2023 | $ 779,619 | $ 779,119 | $ 1,740 | $ 1,516,926 | $ 94,557 | $ (833,760) | $ (344) | $ 500 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash distributions declared (in dollars per share) | $ 0.0256 | $ 0.0256 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net cash flows provided by operating activities | $ 5,328 | $ 8,236 |
Investing activities: | ||
Acquisition of joint venture interest, net of cash acquired | 0 | (1,134) |
Capital expenditures | (2,028) | (3,579) |
Proceeds from maturity of short-term securities | 2,500 | 0 |
Net cash provided by (used in) investing activities | 472 | (4,713) |
Financing activities: | ||
Distributions to stockholders | (4,453) | (4,453) |
Purchase of interest rate cap | (3,128) | 0 |
Principal payments on mortgages and other notes payable | (24,552) | (642) |
Distributions to noncontrolling interests | (41) | 0 |
Other financing activities | (22) | 5 |
Net cash flows used in financing activities | (32,196) | (5,090) |
Net decrease in cash and restricted cash | (26,396) | (1,567) |
Cash and restricted cash at beginning of period | 73,574 | 57,681 |
Cash and restricted cash at end of period | 47,178 | 56,114 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Real estate investment properties | 0 | 29,384 |
Intangibles | 0 | 4,281 |
Mortgages and notes payable | 0 | (18,468) |
Net assets recognized upon the change in control of the Windsor Manor Joint Venture | $ 0 | $ 15,197 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2023 | |
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, which included medical office buildings, post-acute care facilities and acute care hospitals across the U.S., collectively (the “MOB/Healthcare Portfolio”), plus several skilled nursing facilities. The Company completed the sale of the last of the 70 properties in 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 may not be indicative of the results that may be expected for the year ending December 31, 2023. Amounts as of December 31, 2022 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, 2022. 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 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) Grant Income — In response to the coronavirus pandemic, the federal government and some states provided funds to providers of seniors housing communities. These funds were deemed federal/state governmental grants and provided that the recipients attest to and comply with certain terms and conditions. Grant income is recognized upon receipt of the funds and when all the conditions of the grant have been met. During the three months ended March 31, 2023, the Company recorded approximately $0.6 million as other income in the accompanying condensed consolidated statements of operations as all conditions of the grant had been met. There was no grant income recorded during the three months ended March 31, 2022. 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. Variable Interest Entities — As of March 31, 2023 and December 31, 2022, the Company had net assets in one and two subsidiaries, respectively, classified as VIEs. These s |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 and 2022: Three Months Ended March 31, Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2023 2022 2023 2022 2023 2022 Independent living 2,222 2,243 $ 19.6 $ 18.0 25.5 % 25.1 % Assisted living 3,039 3,096 38.4 35.5 49.9 49.5 Memory care 932 972 15.2 14.8 19.8 20.6 Other revenues — — 3.7 3.4 4.8 4.8 6,193 6,311 $ 76.9 $ 71.7 100.0 % 100.0 % |
Real Estate Assets, net
Real Estate Assets, net | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate Assets, net | Real Estate Assets, net The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of March 31, 2023 and December 31, 2022 are as follows (in thousands): March 31, December 31, Land and land improvements $ 136,682 $ 136,416 Building and building improvements 1,496,933 1,495,552 Furniture, fixtures and equipment 105,953 105,784 Less: accumulated depreciation (436,589) (424,314) Real estate investment properties, net $ 1,302,979 $ 1,313,438 |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness During the three months ended March 31, 2023, the Company paid approximately $24.6 million in principal payments, which included the repayment of a mortgage loan of approximately $22.8 million collateralized by one property in advance of its scheduled maturity of June 2023, the repayment of $1.4 million of unscheduled principal payments relating to a mortgage loan collateralized by five properties and $0.4 million of scheduled principal payments. During the three months ended March 31, 2023, the Company also exercised its one-year extension option for the $133.0 million outstanding under the Company’s Revolving Credit Facility, which extended the maturity date to May 2024. The Company has $0.9 million of scheduled principal payments coming due during the rest of 2023. During the three months ended March 31, 2023, the Company purchased a short-term interest rate cap for approximately $3.1 million, which has a notional value of $420.0 million and a strike price of 3.5%, to hedge the majority of its Credit Facilities. The interest rate cap matures in August 2023. The value of this cash flow hedge is included in other assets in the accompanying condensed consolidated balance sheets as of March 31, 2023. The following is a schedule of future principal payments for the Company’s total indebtedness for the remainder of 2023, each of the next four years and thereafter, in the aggregate, as of March 31, 2023 (in thousands): 2023 $ 909 2024 584,480 2025 — 2026 — 2027 — Thereafter — $ 585,389 The Company has approximately $548.0 million outstanding under its unsecured Credit Facilities as of the balance sheet date which mature in May 2024. As of the balance sheet date, the Company does not have sufficient cash on hand to satisfy these obligations. Based on management’s historical experience in the debt market, and initial indications from the market and discussions with existing and potential lenders, the Company believes it is probable it will be successful in refinancing the amounts outstanding under the Credit Facilities. The Company’s low leverage profile, along with current and anticipated cash flows, are expected to be sufficient to support a refinancing of the current outstanding indebtedness while maintaining reasonable debt service coverage ratios. There can be no assurance that the refinancing will occur or will occur on the terms currently contemplated. If sufficient refinancing cannot be arranged under an unsecured facility to satisfy the outstanding obligations due in May 2024, it may impact the Company’s ability to continue its operations. The Company believes it has other options to meet its obligation. These other options include, but are not limited to, refinancing with lending institutions as a secured loan facility, issuing mortgages collateralized by unencumbered properties in its portfolio and/or selling all or a portion of the 63 unencumbered properties and using net sales proceeds to satisfy the obligation. The following table provides the details of the fair market value and carrying value of the Company’s indebtedness as of March 31, 2023 and December 31, 2022 (in millions): March 31, 2023 December 31, 2022 Fair Value Carrying Value Fair Value Carrying Value Mortgages and other notes payable, net $ 36.4 $ 37.2 $ 60.8 $ 61.8 Credit facilities, net $ 548.0 $ 546.4 $ 548.0 $ 546.1 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 March 31, 2023, the Company was in compliance with all financial covenants related to its mortgage loans. 5. Indebtedness (continued) |
Related Party Arrangements
Related Party Arrangements | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements The Company paid approximately $0.03 million during each of the three months ended March 31, 2023 and 2022, 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 for the three months ended March 31, 2023 and 2022, and related amounts unpaid as of March 31, 2023 and December 31, 2022 are as follows (in thousands): Three Months Ended Unpaid amounts as of (1) March 31, March 31, 2023 December 31, 2022 2023 2022 Reimbursable expenses: Operating expenses (2) $ 722 $ 807 $ 285 $ 238 722 807 285 238 Investment services fee (3) — 60 — — Asset management fees 3,476 3,579 1,159 1,159 $ 4,198 $ 4,446 $ 1,444 $ 1,397 ______________________________ 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From 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. 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 March 31, 2023, the Company ha d one remaining 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 March 31, 2023. 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 6. “Related Party Arrangements” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 may not be indicative of the results that may be expected for the year ending December 31, 2023. Amounts as of December 31, 2022 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, 2022. 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 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. |
Grant Income | Grant Income — In response to the coronavirus pandemic, the federal government and some states provided funds to providers of seniors housing communities. These funds were deemed federal/state governmental grants and provided that the recipients attest to and comply with certain terms and conditions. Grant income is recognized upon receipt of the funds and when all the conditions of the grant have been met. During the three months ended March 31, 2023, the Company recorded approximately $0.6 million as other income in the accompanying condensed consolidated statements of operations as all conditions of the grant had been met. There was no grant income recorded during the three months ended March 31, 2022. |
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. |
Variable Interests | Variable Interest Entities — As of March 31, 2023 and December 31, 2022, the Company had net assets in one and two subsidiaries, respectively, classified as VIEs. These s |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 and 2022: Three Months Ended March 31, Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2023 2022 2023 2022 2023 2022 Independent living 2,222 2,243 $ 19.6 $ 18.0 25.5 % 25.1 % Assisted living 3,039 3,096 38.4 35.5 49.9 49.5 Memory care 932 972 15.2 14.8 19.8 20.6 Other revenues — — 3.7 3.4 4.8 4.8 6,193 6,311 $ 76.9 $ 71.7 100.0 % 100.0 % |
Real Estate Assets, net (Tables
Real Estate Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022 are as follows (in thousands): March 31, December 31, Land and land improvements $ 136,682 $ 136,416 Building and building improvements 1,496,933 1,495,552 Furniture, fixtures and equipment 105,953 105,784 Less: accumulated depreciation (436,589) (424,314) Real estate investment properties, net $ 1,302,979 $ 1,313,438 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Indebtedness | The following is a schedule of future principal payments for the Company’s total indebtedness for the remainder of 2023, each of the next four years and thereafter, in the aggregate, as of March 31, 2023 (in thousands): 2023 $ 909 2024 584,480 2025 — 2026 — 2027 — Thereafter — $ 585,389 |
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 March 31, 2023 and December 31, 2022 (in millions): March 31, 2023 December 31, 2022 Fair Value Carrying Value Fair Value Carrying Value Mortgages and other notes payable, net $ 36.4 $ 37.2 $ 60.8 $ 61.8 Credit facilities, net $ 548.0 $ 546.4 $ 548.0 $ 546.1 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 for the three months ended March 31, 2023 and 2022, and related amounts unpaid as of March 31, 2023 and December 31, 2022 are as follows (in thousands): Three Months Ended Unpaid amounts as of (1) March 31, March 31, 2023 December 31, 2022 2023 2022 Reimbursable expenses: Operating expenses (2) $ 722 $ 807 $ 285 $ 238 722 807 285 238 Investment services fee (3) — 60 — — Asset management fees 3,476 3,579 1,159 1,159 $ 4,198 $ 4,446 $ 1,444 $ 1,397 ______________________________ 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. |
Organization (Details)
Organization (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 State Agreement Property | Dec. 31, 2022 Property | Dec. 31, 2017 Property | |
MOB/Healthcare Portfolio | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Number of properties | 70 | ||
Number of properties sold | 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 (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) Subsidiary | Mar. 31, 2022 USD ($) | Dec. 31, 2022 Subsidiary | |
Summary Of Significant Accounting Policies [Line Items] | |||
Maximum exposure to loss VIEs limits | $ 9.1 | ||
Provider Relief Fund | COVID19 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Grant income received | $ 0.6 | $ 0 | |
VIEs | Joint Ventures Real Estate Under Development Entities | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of subsidiaries | Subsidiary | 1 | 2 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) Facility | Mar. 31, 2022 USD ($) Facility | |
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 6,193 | 6,311 |
Revenues | $ | $ 76,945 | $ 71,732 |
Percentage of Revenues | 100% | 100% |
Independent living | ||
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 2,222 | 2,243 |
Revenues | $ | $ 19,600 | $ 18,000 |
Percentage of Revenues | 25.50% | 25.10% |
Assisted living | ||
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 3,039 | 3,096 |
Revenues | $ | $ 38,400 | $ 35,500 |
Percentage of Revenues | 49.90% | 49.50% |
Memory care | ||
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 932 | 972 |
Revenues | $ | $ 15,200 | $ 14,800 |
Percentage of Revenues | 19.80% | 20.60% |
Other revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 0 | 0 |
Revenues | $ | $ 3,700 | $ 3,400 |
Percentage of Revenues | 4.80% | 4.80% |
Real Estate Assets, Net - Sched
Real Estate Assets, Net - Schedule of Real Estate Investment Properties Excluding Assets Held For Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate [Abstract] | ||
Land and land improvements | $ 136,682 | $ 136,416 |
Building and building improvements | 1,496,933 | 1,495,552 |
Furniture, fixtures and equipment | 105,953 | 105,784 |
Less: accumulated depreciation | (436,589) | (424,314) |
Real estate investment properties, net | $ 1,302,979 | $ 1,313,438 |
Real Estate Assets, Net - Narra
Real Estate Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Real Estate [Abstract] | ||
Depreciation expense | $ 12.6 | $ 12.8 |
Indebtedness - Narrative (Detai
Indebtedness - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) Property | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |||
Repayments of debt | $ 24,600 | ||
Number of properties held as collateral | Property | 1 | ||
Long term line of credit, extension option | 1 year | ||
Credit facilities | $ 546,442 | $ 546,100 | |
Scheduled payments due | 909 | ||
Purchase of interest rate cap | 3,128 | $ 0 | |
Notional amounts of derivative contract | $ 420,000 | ||
Strike rate (as a percent) | 3.50% | ||
Number of unencumbered properties | Property | 63 | ||
Maximum allowable distributions as a percentage of adjusted FFO | 95% | ||
Unscheduled Principal Payments | |||
Line of Credit Facility [Line Items] | |||
Number of properties held as collateral | Property | 5 | ||
Scheduled Principal Payments | |||
Line of Credit Facility [Line Items] | |||
Repayments of debt | $ 400 | ||
Mortgage Loan | |||
Line of Credit Facility [Line Items] | |||
Repayments of debt | 22,800 | ||
Mortgage Loan | Unscheduled Principal Payments | |||
Line of Credit Facility [Line Items] | |||
Repayments of debt | 1,400 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facilities | 133,000 | ||
Credit facilities | |||
Line of Credit Facility [Line Items] | |||
Debt outstanding under credit facilities | $ 548,000 | $ 548,000 |
Indebtedness - Schedule of Matu
Indebtedness - Schedule of Maturities of Indebtedness (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 909 |
2024 | 584,480 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total | $ 585,389 |
Indebtedness - Schedule of Fair
Indebtedness - Schedule of Fair Market Value and Carrying Value of Indebtedness (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 585,389 | |
Mortgages and other notes payable, net | ||
Debt Instrument [Line Items] | ||
Fair Value | 36,400 | $ 60,800 |
Carrying Value | 37,200 | 61,800 |
Credit facilities | ||
Debt Instrument [Line Items] | ||
Fair Value | 548,000 | 548,000 |
Carrying Value | $ 546,400 | $ 546,100 |
Related Party Arrangements - Na
Related Party Arrangements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Cash distributions on restricted stock | $ 4,453 | $ 4,453 |
Expense Support Agreements | Restricted Stock | ||
Related Party Transaction [Line Items] | ||
Cash distributions on restricted stock | $ 30 |
Related Party Arrangements - Sc
Related Party Arrangements - Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Operating expenses | $ 722 | $ 807 | |
Total reimbursable expenses | 722 | 807 | |
Investment services fee | 0 | 60 | |
Asset management fees | 3,476 | 3,579 | |
Total reimbursable expenses, net | 4,198 | 4,446 | |
Operating expenses, unpaid | 285 | $ 238 | |
Total reimbursable expenses, unpaid | 285 | 238 | |
Investment services fees, unpaid | 0 | 0 | |
Asset management fees, unpaid | 1,159 | 1,159 | |
Total related amount, unpaid | 1,444 | $ 1,397 | |
Investment services fees | $ 0 | $ 100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2023 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 |