Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | CNL Healthcare Properties, Inc. | |
Entity Central Index Key | 1,496,454 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 158,519,635 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Real estate assets: | ||
Real estate investment properties, net (including VIEs $210,328 and $174,449, respectively) | $ 1,908,362 | $ 1,657,500 |
Real estate under development, including land (including VIEs $47,273 and $47,153, respectively) | 47,273 | 47,153 |
Total real estate assets, net | 1,955,635 | 1,704,653 |
Intangibles, net (including VIEs $25,676 and $25,519, respectively) | 143,912 | 140,264 |
Cash (including VIEs $1,723 and $6,280, respectively) | 121,626 | 91,355 |
Other assets (including VIEs $611 and $511, respectively) | 20,124 | 19,738 |
Deferred rent and lease incentives (including VIEs $5,964 and $2,978, respectively) | 13,775 | 8,240 |
Loan costs, net (including VIEs $2,052 and $2,300, respectively) | 12,650 | 14,012 |
Restricted cash (including VIEs $999 and $5,304, respectively) | 6,747 | 10,753 |
Total assets | 2,274,469 | 1,989,015 |
Liabilities: | ||
Mortgages and other notes payable, net (including VIEs $162,824 and $137,754, respectively) | 852,783 | 853,561 |
Credit facilities | 225,000 | 206,403 |
Accounts payable and accrued liabilities (including VIEs $9,594 and $10,268, respectively) | 31,003 | 26,444 |
Other liabilities (including VIEs $4,142 and $4,949, respectively) | 24,956 | 27,448 |
Due to related parties (including VIEs $131 and $219, respectively) | 3,106 | 2,999 |
Total liabilities | $ 1,136,848 | $ 1,116,855 |
Commitments and contingencies (Note 14) | ||
Redeemable noncontrolling interest | $ 568 | $ 568 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share, 200,000 shares authorized; none issued or outstanding | ||
Common stock, $0.01 par value per share, 1,120,000 shares authorized, 153,694 and 116,672 shares issued, and 152,880 and 116,256 shares outstanding, respectively | $ 1,529 | $ 1,163 |
Capital in excess of par value | 1,335,387 | 1,007,326 |
Accumulated loss | (114,500) | (83,091) |
Accumulated distributions | (77,485) | (49,342) |
Accumulated other comprehensive loss | (8,260) | (4,864) |
Total stockholders' equity | 1,136,671 | 871,192 |
Noncontrolling interest | 382 | 400 |
Total equity | 1,137,621 | 872,160 |
Total liabilities and equity | $ 2,274,469 | $ 1,989,015 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Real estate investment properties, net | $ 1,908,362 | $ 1,657,500 |
Real estate under development, including land | 47,273 | 47,153 |
Intangibles, net | 143,912 | 140,264 |
Cash | 121,626 | 91,355 |
Other assets | 20,124 | 19,738 |
Deferred rent and lease incentives | 13,775 | 8,240 |
Loan costs, net | 12,650 | 14,012 |
Restricted cash | 6,747 | 10,753 |
Mortgage and other notes payable, net | 852,783 | 853,561 |
Accounts payable and accrued liabilities | 31,003 | 26,444 |
Other liabilities | 24,956 | 27,448 |
Due to related parties | $ 3,106 | $ 2,999 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Excess shares, par value | $ 0.01 | $ 0.01 |
Excess shares, shares authorized | 300,000,000 | 300,000,000 |
Excess shares, shares issued | 0 | 0 |
Excess shares, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,120,000,000 | 1,120,000,000 |
Common stock, shares issued | 153,694,000 | 116,672,000 |
Common stock, shares outstanding | 152,880,000 | 116,256,000 |
VIEs | ||
Real estate investment properties, net | $ 210,328 | $ 174,449 |
Real estate under development, including land | 47,273 | 47,153 |
Intangibles, net | 25,676 | 25,519 |
Cash | 1,723 | 6,280 |
Other assets | 611 | 511 |
Deferred rent and lease incentives | 5,964 | 2,978 |
Loan costs, net | 2,052 | 2,300 |
Restricted cash | 999 | 5,304 |
Mortgage and other notes payable, net | 162,824 | 137,754 |
Accounts payable and accrued liabilities | 9,594 | 10,268 |
Other liabilities | 4,142 | 4,949 |
Due to related parties | $ 131 | $ 219 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Rental income from operating leases | $ 22,231 | $ 10,363 | $ 43,871 | $ 20,085 |
Resident fees and services | 41,725 | 30,518 | 81,757 | 52,474 |
Tenant reimbursement income | 3,520 | 1,379 | 6,881 | 2,830 |
Interest income on note receivable from related party | 204 | 350 | ||
Total revenues | 67,476 | 42,464 | 132,509 | 75,739 |
Operating expenses: | ||||
Property operating expenses | 32,852 | 22,567 | 65,165 | 38,987 |
General and administrative | 2,565 | 1,935 | 4,584 | 3,692 |
Acquisition fees and expenses | 4,536 | 4,792 | 6,866 | 11,997 |
Asset management fees | 4,131 | 1,049 | 8,341 | 2,819 |
Property management fees | 3,363 | 2,124 | 6,616 | 3,760 |
Contingent purchase price consideration adjustment | (321) | (1,321) | (321) | (1,321) |
Impairment provision | 4,661 | |||
Loss on lease terminations | 863 | |||
Depreciation and amortization | 24,000 | 14,699 | 47,293 | 26,561 |
Total operating expenses | 71,126 | 45,845 | 144,068 | 86,495 |
Operating loss | (3,650) | (3,381) | (11,559) | (10,756) |
Other income (expense): | ||||
Interest and other income | 50 | 12 | 110 | 20 |
Interest expense and loan cost amortization | (9,513) | (7,570) | (19,379) | (13,105) |
Equity in earnings (loss) of unconsolidated entities | (280) | (1,362) | (505) | (1,013) |
Total other expense | (9,743) | (8,920) | (19,774) | (14,098) |
Loss before income taxes | (13,393) | (12,301) | (31,333) | (24,854) |
Income tax (expense) benefit | (22) | (2) | (86) | 28 |
Net loss | (13,415) | (12,303) | (31,419) | (24,826) |
Less: Net loss attributable to noncontrolling interest | (5) | (10) | ||
Net loss attributable to common stockholders | $ (13,410) | $ (12,303) | $ (31,409) | $ (24,826) |
Net loss per share of common stock (basic and diluted) | $ (0.09) | $ (0.16) | $ (0.23) | $ (0.35) |
Weighted average number of shares of common stock outstanding (basic and diluted) | 145,065 | 76,234 | 137,921 | 71,354 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (13,410) | $ (12,303) | $ (31,409) | $ (24,826) |
Other comprehensive income (loss): | ||||
Unrealized income (loss) on derivative financial instruments, net | 1,642 | (723) | (3,624) | (946) |
Reclassification of cash flow hedges upon derecognition | 162 | 236 | ||
Unrealized loss on derivative financial instruments of equity method investments | (2) | (98) | (8) | (124) |
Total other comprehensive income (loss) | 1,802 | (821) | (3,396) | (1,070) |
Comprehensive loss | (11,608) | (13,124) | (34,805) | (25,896) |
Comprehensive loss attributable to common stockholders | $ (11,608) | $ (13,124) | $ (34,805) | $ (25,896) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests | Common Stock | Capital in Excess of Par Value | Accumulated Loss | Accumulated Distributions | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Non- controlling Interest |
Beginning Balance at Dec. 31, 2013 | $ 451,981 | $ 582 | $ 500,361 | $ (30,580) | $ (17,423) | $ (959) | $ 451,981 | ||
Beginning Balance (in shares) at Dec. 31, 2013 | 58,218 | ||||||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 56,006 | ||||||||
Subscriptions received for common stock through public offering and reinvestment plan | 572,324 | $ 560 | 571,764 | 572,324 | |||||
Stock distributions | $ 24 | (24) | |||||||
Stock distributions, shares | 2,356 | ||||||||
Redemptions of common stock | (2,996) | $ (3) | (2,993) | (2,996) | |||||
Redemption of common stock, shares | (324) | ||||||||
Stock issuance and offering costs | (59,782) | (59,782) | (59,782) | ||||||
Net loss | (52,511) | (52,511) | (52,511) | ||||||
Other comprehensive loss | (3,905) | (3,905) | (3,905) | ||||||
Distribution to holder of promoted interest | (2,000) | (2,000) | (2,000) | ||||||
Cash distributions declared and paid or reinvested ($0.4071 per share in 2014 and $0.2118 per share in 2015) | (31,919) | (31,919) | (31,919) | ||||||
Contribution from noncontrolling interests | 968 | $ 568 | $ 400 | ||||||
Ending Balance at Dec. 31, 2014 | $ 872,160 | 568 | $ 1,163 | 1,007,326 | (83,091) | (49,342) | (4,864) | 871,192 | 400 |
Ending Balance (in shares) at Dec. 31, 2014 | 116,672 | 116,256 | |||||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 35,019 | ||||||||
Subscriptions received for common stock through public offering and reinvestment plan | $ 368,864 | $ 350 | 368,514 | 368,864 | |||||
Stock distributions | $ 20 | (20) | |||||||
Stock distributions, shares | 2,003 | ||||||||
Redemptions of common stock | (3,805) | $ (4) | (3,801) | (3,805) | |||||
Redemption of common stock, shares | (400) | ||||||||
Stock issuance and offering costs | (36,632) | (36,632) | (36,632) | ||||||
Net loss | (31,419) | (31,409) | (31,409) | (10) | |||||
Other comprehensive loss | (3,396) | (3,396) | (3,396) | ||||||
Distribution to holder of noncontrolling interest | (8) | (8) | |||||||
Cash distributions declared and paid or reinvested ($0.4071 per share in 2014 and $0.2118 per share in 2015) | (28,143) | (28,143) | (28,143) | ||||||
Ending Balance at Jun. 30, 2015 | $ 1,137,621 | $ 568 | $ 1,529 | $ 1,335,387 | $ (114,500) | $ (77,485) | $ (8,260) | $ 1,136,671 | $ 382 |
Ending Balance (in shares) at Jun. 30, 2015 | 153,694 | 152,878 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Unaudited) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Statement Of Stockholders Equity [Abstract] | ||
Cash distributions, declared and paid per share | $ 0.2118 | $ 0.4071 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net cash flows provided by operating activities | $ 22,074 | $ 11,312 |
Investing activities: | ||
Acquisition of properties | (270,180) | (353,383) |
Development of properties | (33,772) | (22,111) |
Issuance of note receivable to related party | (1,964) | |
Changes in restricted cash | 4,005 | (2,820) |
Capital expenditures | (3,432) | (1,461) |
Payment of leasing costs | (1,370) | (310) |
Deposits on real estate | (4,125) | (6,266) |
Net cash used in investing activities | (308,874) | (388,315) |
Financing activities: | ||
Subscriptions received for common stock through public offering | 352,598 | 181,867 |
Payment of stock issuance and offering costs | (37,429) | (19,919) |
Distributions to stockholders, net of distribution reinvestments | (11,876) | (6,027) |
Distribution to holder of promoted interest | (2,000) | |
Contribution from redeemable noncontrolling interest | 568 | |
Distributions to holder of noncontrolling interest | (8) | |
Redemptions of common stock | (2,814) | (380) |
Draws under revolving credit facility | 50,000 | 112,115 |
Repayment on revolving credit facility | (31,403) | |
Proceeds from mortgage and other notes payable | 74,631 | 138,061 |
Principal payments on mortgage and other notes payable | (75,480) | (4,031) |
Lender deposits | (215) | |
Payment of loan costs | (1,148) | (2,472) |
Net cash flows provided by financing activities | 317,071 | 397,567 |
Net increase in cash | 30,271 | 20,564 |
Cash at beginning of period | 91,355 | 44,209 |
Cash at end of period | 121,626 | 64,773 |
Amounts incurred but not paid (including amounts due to related parties): | ||
Stock issuance and offering costs | 865 | 1,175 |
Accrued development costs | 8,598 | 3,060 |
Redemptions payable | 1,863 | 688 |
Contingent purchase price consideration | 8,500 | |
Unrealized loss on derivative financial instruments, net | 8,260 | 2,029 |
Liabilities assumed through acquisitions | $ 1,388 | |
Assumption of mortgage note payable on acquisition of property | $ 27,657 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization CNL Healthcare Properties, Inc. (“Company”) is a Maryland corporation incorporated on June 8, 2010 that elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the year ended December 31, 2012. The Company is externally advised by CNL Healthcare Corp. (“Advisor”) and its property manager is CNL Healthcare Manager Corp. (“Property Manager”), each of which is a Florida corporation and a wholly owned subsidiary of CNL Financial Group, LLC (“Sponsor”). The Sponsor is an affiliate of CNL Financial Group, Inc. (“CNL”) and CNL Securities Corp., the managing dealer of the Offerings and a wholly owned subsidiary of CNL (“Managing Dealer”). The Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company pursuant to an advisory agreement among the Company, the operating partnership and the Advisor. Substantially all of the Company’s acquisition, operating, administrative and certain property management services are provided by affiliates of the Advisor and the Property Manager. In addition, third-party sub-property managers have been engaged to provide certain property management services. The Company conducts substantially all of its operations either directly or indirectly through: (1) an operating partnership, CHP Partners, LP, in which the Company is the sole limited partner and its wholly owned subsidiary, CHP GP, LLC, is the sole general partner; (2) a wholly owned taxable REIT subsidiary (“TRS”), CHP TRS Holding, Inc.; (3) property owner subsidiaries and lender subsidiaries, which are single purpose entities; and (4) investments in joint ventures. On June 27, 2011, the Company commenced its initial public offering (“Initial Offering”), including shares being offered through its distribution reinvestment plan (“Reinvestment Plan”), pursuant to a registration statement on Form S-11 under the Securities Act of 1933 with the Securities and Exchange Commission (“SEC”). In addition, the Company filed a follow-on registration statement on Form S-11 under the Securities Act of 1933 with the SEC in connection with the proposed offering of up to $1 billion in shares of common stock (“Follow-On Offering”), which was declared effective on February 2, 2015. Accordingly, the Company closed its Initial Offering and commenced its Follow-On Offering (collectively, the “Offerings”). The Company expects to sell shares of its common stock in the Follow-On Offering until the earlier of the date on which the maximum offering amount has been sold, or September 30, 2015, the date on which the Follow-On Offering will close. The Company’s stock distribution will be discontinued upon the close of the Follow-On Offering. The Company’s investment focus is on acquiring a diversified portfolio of healthcare real estate or real estate-related assets, primarily in the United States, within the seniors housing, medical office, post-acute care and acute care asset classes. The types of seniors housing that the Company may acquire include active adult communities (age-restricted and age-targeted housing), independent and assisted living facilities, continuing care retirement communities, and Alzheimer’s / memory care facilities. The types of medical offices that the Company may acquire include medical office buildings, specialty medical and diagnostic service facilities, surgery centers, outpatient rehabilitation facilities, and other facilities designed for clinical services. The types of post-acute care facilities that the Company may acquire include skilled nursing facilities, long-term acute care hospitals and inpatient rehabilitative hospitals. The types of acute care facilities that the Company may acquire include general acute care hospitals and specialty surgical hospitals. The Company views, manages and evaluates its portfolio homogeneously as one collection of healthcare assets with a common goal of maximizing revenues and property income regardless of the asset class or asset type. The Company is committed to investing the proceeds of its Offerings through strategic investment types aimed to maximize stockholder value by generating sustainable cash flow growth and increasing the value of its healthcare assets. The Company expects to primarily lease its seniors housing properties to wholly owned TRS entities and engage independent third-party managers under management agreements to operate the properties under REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures; however, the Company may also lease its properties to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs (including cost increases, for real estate taxes, utilities, insurance and ordinary repairs). Medical office, post-acute care and acute care properties will be leased on a triple-net, net or modified gross basis to third-party tenants. In addition, the Company expects most investments will be wholly owned, although, it has and may continue to invest through partnerships with other entities where it is believed to be appropriate and beneficial. The Company has and may continue to invest in new property developments or properties which have not reached full stabilization. Finally, the Company also may invest in and originate mortgage, bridge or mezzanine loans or in entities that make investments similar to the foregoing investment types. The Company generally makes loans to the owners of properties to enable them to acquire land, buildings, or to develop property. In exchange, the owner generally grants the Company a first lien or collateralized interest in a participating mortgage collateralized by the property or by interests in the entity that owns the property. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the quarter and six months ended June 30, 2015 may not be indicative of the results that may be expected for the year ending December 31, 2015. Amounts as of December 31, 2014 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly owned subsidiaries or subsidiaries for which the Company has a controlling financial interest, including the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary. All material intercompany accounts and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant assumptions are made in the allocation of purchase price, the analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted stock shares issued. Accordingly, actual results could differ from those estimates. Adopted Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This update changes the criteria for reporting discontinued operations where only disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, such as a major line of business or geographical area, should be presented as a discontinued operation. This ASU is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014 with early adoption permitted. The Company has determined that the amendments will impact the Company’s determinations of which future property disposals, if any, qualify as discontinued operations and will require additional disclosure about discontinued operations for future property disposals, if any. Recent Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standard Concept (“ASC”) topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, expected to be deferred one year, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the amendments of ASU 2014-09; however, these amendments could potentially have a significant effect on the Company’s consolidated financial position, results of operations or cash flows. 2. Summary of Significant Accounting Policies (continued) In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company has determined that it will not early adopt this ASU and is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that loan costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The ASU is to be applied retrospectively for each period presented. Upon adoption, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company has determined that it will not early adopt this ASU and that the amendments will materially impact the Company’s consolidated financial position but will not have a material impact on the Company’s consolidated results of operations or cash flows. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Real Estate Investment Properties — During the six months ended June 30, 2015, the Company acquired the following 15 properties, which were comprised of one acute care hospital, 10 medical office buildings (“MOB”) and four seniors housing communities: Purchase Price Name and Location Structure Date Acquired (in thousands) Acute care Triangle Orthopaedic North Carolina Specialty Hospital Modified Lease 6/29/2015 $ 31,830 Durham, NC Medical Office Novi Orthopaedic Center Modified Lease 2/13/2015 30,500 (1) Novi, MI Southeast Medical Office Properties UT Cancer Institute Modified Lease 2/20/2015 33,660 Knoxville, TN Bend Memorial Clinic Medical Office Building Modified Lease 5/11/2015 34,612 (1) Bend, OR Stoneterra Medical Plaza Modified Lease 5/29/2015 15,050 (1) San Antonio, TX Triangle Orthopaedic Triangle Orthopaedic Durham Modified Lease 6/29/2015 21,275 Durham, NC Triangle Orthopaedic Oxford Modified Lease 6/29/2015 4,728 Oxford, NC Triangle Orthopaedic Chapel Hill Modified Lease 6/29/2015 3,257 Chapel Hill, NC Triangle Orthopaedic Roxboro Modified Lease 6/29/2015 2,067 Roxboro, NC Doctor's Park Doctor's Park Building B Modified Lease 6/30/2015 5,000 (1) Chula Vista, CA ("San Diego") Doctor's Park Building C Modified Lease 6/30/2015 10,000 (1) Chula Vista, CA ("San Diego") Seniors Housing Fieldstone Memory Care (2) Managed 3/31/2015 12,400 (1) Yakima, WA Primrose III Communities Primrose Retirement Community of Anderson Triple-net Lease 5/29/2015 21,086 Anderson, IN Primrose Retirement Community of Lancaster Triple-net Lease 5/29/2015 25,657 Lancaster, OH Primrose Retirement Community of Wausau Triple-net Lease 5/29/2015 20,307 Wausau, WI $ 271,429 FOOTNOTES: (1) (2) 3. Acquisitions (continued) During the six months ended June 30, 2014, the Company acquired the following 16 properties, which were comprised of one acute care hospital, two MOBs and 13 seniors housing communities: Purchase Price Name and Location Structure Date Acquired (in thousands) Acute Care Memorial Hermann Orthopedic & Spine Hospital ("MHOSH") Triple-net Lease 6/2/2014 $ 49,000 Bellaire, TX ("Houston") Medical Office Chula Vista Medical Arts Center - Plaza I Modified Lease 1/21/2014 17,863 (1) Chula Vista, CA ("San Diego") MHOSH Medical Office Building Modified Lease 6/2/2014 27,000 Bellaire, TX ("Houston") Seniors Housing Pacific Northwest II Communities Prestige Senior Living Auburn Meadows Managed 2/3/2014 21,930 Auburn, WA ("Seattle") Prestige Senior Living Bridgewood Managed 2/3/2014 22,096 Vancouver, WA ("Portland") Prestige Senior Living Monticello Park Managed 2/3/2014 27,360 Longview, WA Prestige Senior Living Rosemont Managed 2/3/2014 16,877 Yelm, WA Prestige Senior Living West Hills Managed 3/3/2014 14,986 Corvallis, OR South Bay II Communities Isle at Cedar Ridge Managed 2/28/2014 21,630 Cedar Park, TX ("Austin") HarborChase of Plainfield Managed 3/28/2014 26,500 Plainfield, IL Legacy Ranch Alzheimer’s Special Care Center Managed 3/28/2014 11,960 Midland, TX The Springs Alzheimer’s Special Care Center Managed 3/28/2014 10,920 San Angelo, TX Isle at Watercrest – Bryan Managed 4/21/2014 22,050 Bryan, TX Watercrest at Bryan Managed 4/21/2014 28,035 Bryan, TX Isle at Watercrest – Mansfield Managed 5/5/2014 25,000 (2) Mansfield, TX ("Dallas/Fort Worth") Watercrest at Mansfield Managed 6/30/2014 45,000 (2) Mansfield, TX ("Dallas/Fort Worth") $ 388,207 FOOTNOTES: (1) (2) 3. Acquisitions (continued) The following summarizes the purchase price allocation for the above properties, and the estimated fair values of the assets acquired and liabilities assumed (in thousands): June 30, 2015 2014 Land and land improvements $ 31,389 $ 32,280 Buildings and building improvements 207,065 313,838 Furniture, fixtures and equipment 1,878 10,014 Intangibles (1) 33,935 42,296 Other liabilities (1,450 ) (1,350 ) Liabilities assumed (1,388 ) ― Assumed mortgage note payable ― (27,657 ) Net assets acquired 271,429 369,421 Contingent purchase price consideration ― (12,395 ) Total purchase price consideration $ 271,429 $ 357,026 FOOTNOTE: (1) The revenues and net loss (including deductions for acquisition fees and expenses and depreciation and amortization expense) attributable to the acquired properties considered to be material were approximately $1.2 million and $2.5 million, respectively, and $1.5 million and $3.0 million, respectively, for the quarter and six months ended June 30, 2015; and approximately $12.1 million and $5.8 million, respectively, and $15.4 million and $12.0, respectively, for the quarter and six months ended June 30, 2014. In July 2015, the Company acquired five additional seniors housing communities in Georgia, Texas, and Florida totaling approximately $195.0 million (“Southeast Seniors Housing Portfolio”); refer to Note 15. “Subsequent Events” for additional information. 3. Acquisitions (continued) The following table presents the unaudited pro forma results of operations for the Company as if the 2015 acquisitions noted as material in Note 3. “Acquisitions” above (including the Southeast Seniors Housing Portfolio) were acquired as of January 1, 2014 and the unaudited pro forma results of operations for the Company assuming the 2014 acquisitions noted as material in Note 3. “Acquisitions” above were acquired as of January 1, 2013 (in thousands except per share data): (Unaudited) (Unaudited) Quarter Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues $ 77,433 $ 57,633 $ 153,321 $ 112,466 Net income (loss) (1) $ (12,398 ) $ (12,104 ) $ (31,215 ) $ (32,025 ) Loss per share of common stock (basic and diluted) $ (0.08 ) $ (0.14 ) $ (0.21 ) $ (0.39 ) Weighted average number of shares of common stock outstanding (basic and diluted) (2) 151,316 87,059 146,352 82,180 FOOTNOTES: (1) (2) |
Real Estate Assets, net
Real Estate Assets, net | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Assets, net | 4. Real Estate Assets, net The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of June 30, 2015 and December 31, 2014 are as follows (in thousands): June 30, December 31, 2015 2014 Land and land improvements $ 165,494 $ 128,662 Building and building improvements 1,778,801 1,545,614 Furniture, fixtures and equipment 45,058 36,319 Less: accumulated depreciation (80,991 ) (53,095 ) Real estate investment properties, net 1,908,362 1,657,500 Real estate under development, including land 47,273 47,153 Total real estate assets, net $ 1,955,635 $ 1,704,653 Depreciation expense on the Company’s real estate investment properties, net was approximately $14.3 million and $27.9 million for the quarter and six months ended June 30, 2015, respectively, and approximately $9.0 million and $16.6 million for the quarter and six months ended June 30, 2014, respectively. In June 2015, the Company completed the construction and development of a seniors housing community in Tega Cay, South Carolina (“Wellmore of Tega Cay”), which is a suburb of Charlotte, North Carolina. Wellmore of Tega Cay opened to residents beginning in July 2015 and was considered placed into service as of June 30, 2015. As such, the asset values related to Tega Cay are included in real estate investment properties, net in the accompanying condensed consolidated balance sheet as of June 30, 2015. As of June 30, 2015, three of the Company’s seniors housing communities have real estate under development with third-party developers as follows (in thousands): Property Name (and Location) Developer Real Estate Development Costs Incurred (1) Remaining Development Budget (2) HarborChase of Shorewood (Shorewood, WI) Harbor Shorewood Development, LLC $ 19,500 $ 8,129 Raider Ranch (Lubbock, TX) South Bay Partners, Ltd 11,781 5,959 Watercrest at Katy (Katy, TX) (3) South Bay Partners, Ltd 15,992 25,029 $ 47,273 $ 39,117 FOOTNOTES: (1) (2) (3) The development budgets of the seniors housing developments include the cost of the land, construction costs, development fees, financing costs, start-up costs and initial operating deficits of the respective properties. An affiliate of the developer of the respective community coordinates and supervises the management and administration of the development and construction. Each developer is responsible for any cost overruns beyond the approved development budget for the applicable project pursuant to a cost overrun guarantee. These developments were deemed to be VIEs; refer to Note 7. “Variable Interest Entities” for additional information. |
Intangibles, net
Intangibles, net | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles, net | 5. Intangibles, net The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of June 30, 2015 and December 31, 2014 are as follows (in thousands): June 30, December 31, 2015 2014 In-place lease intangibles $ 179,465 $ 148,880 Above-market lease intangibles 13,138 11,320 Below-market ground lease intangibles 11,846 10,314 Less: accumulated amortization (60,537 ) (30,250 ) Intangible assets, net $ 143,912 $ 140,264 Below-market lease intangibles $ (14,101 ) $ (13,243 ) Above-market ground lease intangibles (2,864 ) (2,273 ) Less: accumulated amortization 6,893 1,014 Intangible liabilities, net (1) $ (10,072 ) $ (14,502 ) FOOTNOTE: (1) Amortization on the Company’s intangible assets was approximately $10.3 million and $20.5 million for the quarter and six months ended June 30, 2015, of which approximately $0.5 million and $1.0 million, respectively, were treated as a reduction of rental income from operating leases, approximately $0.08 million and $0.1 million, respectively, were treated as an increase of property operating expenses and approximately $9.7 million and $19.4 million, respectively, were included in depreciation and amortization. Amortization on the Company’s intangible assets was approximately $5.9 million and $10.3 million for the quarter and six months ended June 30, 2014, of which approximately $0.2 million and $0.4 million, respectively, were treated as a reduction of rental income from operating leases, approximately $0.03 million and $0.1 million, respectively, were treated as an increase of property operating expenses and approximately $5.7 million and $9.8 million, respectively, were included in depreciation and amortization. Amortization on the Company’s intangible liabilities was approximately $0.3 million and $0.8 million for the quarter and six months ended June 30, 2015, of which approximately $0.3 million and $0.7 million, respectively, were treated as an increase of rental income from operating leases and approximately $0.02 million and $0.04 million, respectively, were treated as a reduction of property operating expenses. For the quarter and six months ended June 30, 2014, amortization on the Company’s intangible liabilities was approximately $0.2 million and $0.3 million, of which approximately $0.2 million and $0.3 million, respectively, were treated as an increase of rental income from operating leases and approximately two thousand and four thousand dollars, respectively, was treated as a reduction of property operating expenses. During the six months ended June 30, 2015, due to the uncertainty of a tenant’s ability to meet its future obligations under the leases at two of the Company’s specialty hospitals, the Company recorded an impairment provision of approximately $4.7 million related to the lease intangibles as it was determined that the carrying value of these assets would more than likely not be recoverable. In addition, the Company assessed the underlying real estate assets for impairment and concluded that no adjustment to the carrying value was necessary based on the Company’s expected holding period and the estimated undiscounted cash flows and estimated net sales proceeds that could be generated by the property. 5. Intangibles, net (continued) The estimated future amortization on the Company’s intangibles for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of June 30, 2015 is as follows (in thousands): In-place Lease Intangibles Above- market Leases Below- market Ground Leases Total Assets Below- market Leases Above- market Ground Leases Total Liabilities 2015 $ 18,915 1,021 152 $ 20,088 $ (632 ) (37 ) $ (669 ) 2016 28,319 1,737 304 30,360 (1,157 ) (73 ) (1,230 ) 2017 15,329 1,589 304 17,222 (1,030 ) (73 ) (1,103 ) 2018 12,430 1,417 304 14,151 (912 ) (73 ) (985 ) 2019 9,352 1,118 304 10,774 (748 ) (73 ) (821 ) Thereafter 37,042 4,108 10,167 51,317 (2,778 ) (2,486 ) (5,264 ) $ 121,387 10,990 11,535 $ 143,912 $ (7,257 ) (2,815 ) $ (10,072 ) Weighted average remaining useful life as of June 30, 2015 (in years): In-place Lease Intangibles Above-market Leases Below-market Ground Leases Below- market Leases Above-market Ground Leases 6.4 6.9 37.9 11.1 38.8 |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Operating Leases | 6. Operating Leases As of June 30, 2015, the Company owned 69 properties that were leased to tenants on a triple-net, net or modified gross basis, and accounted for as operating leases; of which, 35 are single-tenant properties that are 100% leased under operating leases and the remaining 34 are multi-tenant properties that are leased under operating leases. The Company’s leases had a weighted average remaining lease term of 7.8 years based on annualized base rents expiring between 2015 and 2038, subject to the tenants’ options to extend the lease periods ranging from two to 10 years. In addition, certain tenants hold options to extend their leases for multiple periods. Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of property taxes, general liability insurance, utilities, and repairs and maintenance, including structural and roof maintenance expenses. Each tenant is expected to pay real estate taxes directly to taxing authorities. However, if the tenant does not pay, the Company will be liable. The total annualized property tax assessed on these properties is approximately $2.4 million. Under the terms of the multi-tenant lease agreements that have third-party property managers, each tenant is responsible for the payment of their proportionate share of property taxes, general liability insurance, utilities, repairs and common area maintenance. These amounts are billed monthly and recorded as tenant reimbursement income in the accompanying condensed consolidated statements of operations. The following are future minimum lease payments to be received under non-cancellable operating leases for the remainder of 2015, each of the next four years and thereafter, as of June 30, 2015 (in thousands): 2015 $ 43,319 2016 83,864 2017 80,415 2018 76,328 2019 67,858 Thereafter 288,558 $ 640,342 The above future minimum lease payments to be received excludes tenant reimbursements, straight-line rent adjustments, amortization of above- and below-market lease intangibles and base rent attributable to any renewal options exercised by the tenants in the future. In addition, future minimum lease payments related to the two specialty hospitals discussed in Note 5. “Intangibles, net” have been excluded. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | 7. Variable Interest Entities Consolidated VIEs – As of June 30, 2015, the Company has 16 subsidiaries, which are VIEs due to the following factors and circumstances: (1) (2) (3) (4) (5) The Company determined it is the primary beneficiary and holds a controlling financial interest in each of the aforementioned property and development entities due to its power to direct the activities that most significantly impact the economic performance of the entities, as well as its obligation to absorb the losses and its right to receive benefits from these entities that could potentially be significant to these entities. As such, the transactions and accounts of these VIEs are included in the accompanying condensed consolidated financial statements. The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company as of June 30, 2015 and December 31, 2014 are as follows (in thousands): June 30, December 31, 2015 2014 Assets: Real estate investment properties, net $ 210,328 $ 174,449 Real estate under development, including land $ 47,273 $ 47,153 Intangibles, net $ 25,676 $ 25,519 Cash $ 1,723 $ 6,280 Other assets $ 611 $ 511 Deferred rent and lease incentives $ 5,964 $ 2,978 Loan costs, net $ 2,052 $ 2,300 Restricted cash $ 999 $ 5,304 Liabilities: Mortgages and other notes payable $ 162,824 $ 137,754 Accounts payable and accrued liabilities $ 996 $ 2,317 Accrued development costs $ 8,598 $ 7,951 Due to related parties $ 131 $ 219 Other liabilities $ 4,142 $ 4,949 The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to its net investment in these entities which totaled approximately $116.9 million as of June 30, 2015. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs. |
Ground and Air Rights Leases
Ground and Air Rights Leases | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Ground and Air Rights Leases | 8. Ground and Air Rights Leases During the six months ended June 30, 2015, in conjunction with the Novi Orthopaedic Center and UT Cancer Institute detailed in Note 3. “Acquisitions,” the Company acquired interests in two additional ground leases. The Novi Orthopaedic Center and UT Cancer Institute ground leases represent operating leases with scheduled payments over the life of the respective lease expiring in 2057 and 2076, respectively. Overall, under the terms of its ground and air rights lease agreements, the Company is responsible for the monthly rental payments. These amounts are billed monthly and recorded as property operating expenses in the accompanying condensed consolidated statements of operations. In some cases, the Company is able to pass this expense through to its tenants as tenant reimbursement income. For the quarter and six months ended June 30, 2015, the Company incurred approximately $0.7 million and $1.2 million, respectively, in ground and air rights lease expense, including any straight-line rent adjustments. For the quarter and six months ended June 30, 2014, the Company incurred approximately $0.1 million and $0.2 million, respectively, in ground and air rights lease expense, including any straight-line rent adjustments. The following is a schedule of future minimum lease payments to be paid under the ground and air rights leases for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of June 30, 2015 (in thousands): 2015 $ 752 2016 1,527 2017 1,563 2018 1,600 2019 1,625 Thereafter 112,663 $ 119,730 |
Contingent Purchase Price Consi
Contingent Purchase Price Consideration | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Contingent Purchase Price Consideration | 9. Contingent Purchase Price Consideration Capital Health Communities In connection with the acquisition of the Capital Health Communities in 2012, the Company required that approximately $7.0 million of the purchase price be placed in an escrow account as the seller guaranteed the Company an annual return of at least $6.9 million, $7.0 million, and $7.1 million of net operating income on the acquired properties during 2013, 2014 and 2015, respectively (“Yield Guaranty”). As of June 30, 2015, the Company determined the fair value of the Yield Guaranty to be $1.8 million, which was recorded as other assets in the accompanying condensed consolidated balance sheet. The following table provides a roll-forward of the fair value of the contingent purchase price consideration related to the Yield Guaranty on the Capital Health Communities for the quarter and six months ended June 30, 2015 and 2014 (in thousands): Quarter ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Beginning balance $ 4,078 $ 2,188 $ 4,078 $ 4,488 Yield Guaranty payment received from seller (2,579 ) — (2,579 ) (2,300 ) Change in fair value 321 1,321 321 1,321 Ending balance $ 1,820 $ 3,509 $ 1,820 $ 3,509 South Bay II Communities In conjunction with the acquisition of the South Bay II Communities, the Company entered into an agreement with the sellers whereby the purchase price is adjusted in the event that certain net operating income targets are met. The additional consideration was determined within three months of the acquisition date and is equal to (a) the baseline net operating income divided by the baseline capitalization rates (as defined in the purchase and sale agreement) less (b) the purchase price paid at closing. The following table provides a roll-forward of the fair value of the estimated contingent purchase price consideration related to the South Bay II Communities for the quarter and six months ended June 30, 2015 and 2014 (in thousands): Quarter ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Beginning balance $ — $ (2,570 ) $ — $ — Contingent consideration in connection with acquisition — (9,825 ) — (12,395 ) Contingent consideration payment — 3,895 — 3,895 Ending balance $ — $ (8,500 ) $ — $ (8,500 ) Fair Value Measurements The fair value of the contingent purchase price consideration was based on a then-current income approach that is primarily determined based on the present value and probability of future cash flows using internal underwriting models. The income approach further includes estimates of risk-adjusted rate of return and capitalization rates for each property. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurements of the estimated fair value related to the Company’s contingent purchase price consideration are categorized as Level 3 on the three-level fair value hierarchy. |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Indebtedness | 10. Indebtedness The following table provides details of the Company’s indebtedness as of June 30, 2015 and December 31, 2014 (in thousands): June 30, December 31, 2015 2014 Mortgages payable and other notes payable: Fixed rate debt $ 390,928 $ 370,854 Variable rate debt (1) 462,000 482,922 Mortgages and other notes payable 852,928 853,776 Premium (discount), net (2) (145 ) (215 ) Total mortgages and other notes payable, net 852,783 853,561 Credit facilities: Term Loan Facility (1) 175,000 175,000 Revolving Credit Facility (3) 50,000 31,403 Total borrowings $ 1,077,783 $ 1,059,964 FOOTNOTES: (1) (2) (3) Maturities of indebtedness for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of June 30, 2015 are as follows (in thousands): 2015 $ 9,567 2016 38,039 2017 90,958 2018 299,562 2019 481,034 Thereafter 158,623 $ 1,077,783 As a result of the tenant default discussed in Note 5. “Intangibles, net,” the lender on the mortgage loan secured by the two specialty hospitals elected to accelerate the required debt service payments related to these properties from a 25-year to a 15-year amortization period given that the tenant does not currently meet the required lease coverage thresholds. The above maturities of indebtedness have been updated to reflect this re-amortization by the lender. 10. Indebtedness (continued) The Company financed previous acquisitions through additional mortgage loans and draws on existing construction loans. The following table provides details as of June 30, 2015 (in thousands): Interest Rate at June 30, Maturity June 30, Property and Loan Type 2015 (1) Payment Terms Date (2) 2015 Novi Orthopaedic Center; Mortgage Loan 3.61% per annum Monthly interest only payments through June 2018; principal and interest payments thereafter based on a 25-year amortization schedule 6/15/20 $ 19,825 ProMed Medical Building I; Mortgage Loan 3.64% per annum (3) Monthly principal and interest payments based upon a 30-year amortization schedule 1/15/22 7,140 Total fixed rate debt 26,965 Raider Ranch Development; Construction Loan 30-day LIBOR plus 3.50% at 0.5% LIBOR floor Monthly interest only payments through October 2017; principal and interest payments thereafter based on a 25-year amortization schedule 10/27/17 3,110 HarborChase of Shorewood; Construction Loan 30-day LIBOR plus 3%; 2% all in floor Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule 7/15/19 7,708 UT Cancer Institute; Mortgage Loan 30-day LIBOR plus 2.00% per annum Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule 12/22/19 21,840 Watercrest at Katy; Construction Loan 30-day LIBOR plus 2.75% per annum Monthly interest only payments through December 2017; principal and interest payments thereafter based on a 30-year amortization schedule 12/27/19 1,796 Total variable rate debt 34,454 Fixed and variable rate debt 61,419 Premium (discount), net ― Total debt $ 61,419 FOOTNOTES: (1) (2) (3) The fair market value and carrying value of the mortgage and other notes payable was approximately $870.6 million and $852.8 million, respectively, and both the fair market value and carrying value of the Credit Facilities was $225.0 million as of June 30, 2015. The fair market value and carrying value of the mortgage and other notes payable was approximately $868.5 million and $853.6 million, respectively, and both the fair market value and carrying value of the Credit Facilities was $206.4 million as of December 31, 2014. These fair market values are based on current rates and spreads the Company would expect to obtain for similar borrowings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy. The estimated fair value of accounts payable and accrued liabilities approximates the carrying value as of June 30, 2015 and December 31, 2014 because of the relatively short maturities of the obligations. 10. Indebtedness (continued) In March 2015, the Company repaid its $30.0 million outstanding mortgage loan on the Perennial Communities prior to its scheduled maturity. In connection therewith, the Company wrote-off approximately $0.2 million in unamortized loan costs as interest expense and loan cost amortization in the accompanying condensed consolidated statements of operations. In addition, the corresponding interest rate swap was terminated and approximately $0.1 million related to the derecognition of the cash flow hedge was reclassified from other comprehensive loss to interest expense and loan cost amortization in the accompanying condensed consolidated financial statements. In April 2015, the Company repaid its $34.5 million outstanding mortgage loan on the Medical Portfolio I Properties prior to its scheduled maturity. In connection therewith, the Company wrote-off approximately $0.2 million in unamortized loan costs as interest expense and loan cost amortization in the accompanying condensed consolidated statements of operations. In addition, the corresponding interest rate swap was terminated and approximately $0.2 million related to the derecognition of the cash flow hedge was reclassified from other comprehensive loss to interest expense and loan cost amortization in the accompanying condensed consolidated financial statements. In December 2014, the Company amended and restated the terms of its credit agreement with KeyBank, as administrative agent, by entering into a $230 million Revolving Credit Facility and a $175 million Term Loan Facility. Pursuant to the Amended Credit Agreement, the Company has the ability to increase the collective borrowings under the Credit Facilities to $700 million. Moreover, the Revolving Credit Facility has an initial term of 36 months plus two 12-month extension options; whereas, the Term Loan Facility has an initial term of 50 months plus one 12-month extension option. The Credit Facilities bear interest based on LIBOR and a spread that varies with the Company’s leverage ratio. In addition, the Company is required to make interest only payments until the respective maturity dates of the Credit Facilities as well as to pay fees ranging from 0.15% to 0.25% for unused commitments on the Revolving Credit Facility. The Credit Facilities contain affirmative, negative, and financial covenants which are customary for loans of this type, including (but not limited to): (i) maximum leverage, (ii) minimum fixed charge coverage ratio, (iii) minimum consolidated net worth, (iv) restrictions on payments of cash distributions except if required by REIT requirements, (v) maximum secured and unsecured indebtedness, and (vi) limitations on certain types of investments and with respect to the pool of properties supporting borrowings under the Credit Facilities, minimum debt service coverage ratio, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. The limitations on distributions includes a limitation on the extent of allowable distributions, which are not to exceed the greater of 95% of adjusted FFO (as defined per the Credit Facilities) and the minimum amount of distributions required to maintain the Company’s REIT status. All of the Company’s mortgage and construction loans contain customary financial covenants and ratios; including (but not limited to): debt service coverage ratio, minimum occupancy levels, limitations on incurrence of additional indebtedness, etc. As of June 30, 2015, the Company was in compliance with all financial covenants and ratios. |
Related Party Arrangements
Related Party Arrangements | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | 11. Related Party Arrangements In March 2013, the Company entered into the Advisor Expense Support Agreement, whereby commencing on April 1, 2013, the Advisor agreed to provide expense support to the Company through forgoing the payment of fees in cash and acceptance of restricted stock for services rendered and specified expenses incurred in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions declared for the applicable quarter, over (b) the Company’s aggregate modified funds from operations (as defined in the Advisor Expense Support Agreement). The Advisor expense support amount is determined for each calendar quarter of the Company, on a non-cumulative basis, each quarter-end date (“Determination Date”). In August 2013, the Company entered into the Property Manager Expense Support Agreement, whereby commencing on July 1, 2013, the Property Manager agreed to provide expense support to the Company through forgoing the payment of fees in cash and accepting restricted stock for services in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions declared for the applicable quarter, over (b) the Company’s aggregate modified funds from operations (as defined in the Property Manager Expense Support Agreement). The Property Manager expense support amount shall be determined, on a non-cumulative basis, after the calculation of the Advisor expense support amount pursuant to the Property Manager Expense Support Agreement on each Determination Date. The terms of both the Advisor Expense Support Agreement and the Property Manager Expense Support Agreement (‘the Expense Support Agreements”) automatically renews for consecutive one year periods, subject to the right of the Advisor or Property Manager to terminate their respective agreements upon 30 days’ written notice to the Company. In exchange for services rendered and in consideration of the expense support provided, the Company will issue, within 45 days following each Determination Date, a number of shares of restricted stock equal to the quotient of the expense support amount provided by the Advisor and Property Manager for the preceding quarter divided by the then-current public offering price per share of common stock, on the terms and conditions and subject to the restrictions set forth in the Expense Support Agreements. Any amounts settled, and for which restricted stock shares are issued, pursuant to the Expense Support Agreements will be permanently waived and the Company will have no obligation to pay such amounts to the Advisor or the Property Manager. The Restricted Stock is subordinated and forfeited to the extent that stockholders do not receive their original invested capital back with at least a 6% annualized return on investment upon ultimate liquidity of the Company. Since the vesting criteria is outside the control of the Advisor and Property Manager and involves both market conditions and counterparty performance conditions, the restricted stock shares will be treated as unissued for financial reporting purposes until the vesting criteria, as defined in the Expense Support Agreements, are met. The following fees were settled and paid in the form of Restricted Stock in connection with the Expense Support Agreements for the quarter and six months ended June 30, 2015 and 2014, and cumulatively as of June 30, 2015 (in thousands, except offering price): Quarter ended Six Months Ended As of June 30, June 30, June 30, 2015 2014 2015 2014 2015 Asset management fees (1) $ 868 $ 2,033 $ 1,413 $ 2,880 $ 7,681 Then-current offering price (2) $ 10.58 $ 10.14 $ 10.58 $ 10.14 $ 10.58 Restricted stock shares (3) 82 200 134 284 744 Cash distributions on Restricted Stock (4) $ 68 $ 14 $ 122 $ 19 $ 225 Stock distributions on Restricted Stock (5) 5 1 9 1 16 FOOTNOTES: (1) (2) (3) (4) (5) 11. Related Party Arrangements (continued) The Company maintains accounts totaling approximately $0.1 million as of both June 30, 2015 and December 31, 2014, at a bank in which the Company’s chairman serves as a director. In March 2015, the Company acquired Fieldstone Memory Care, a 40-unit memory care community located in Yakima, Washington for a purchase price of $12.4 million from a related party of the Company’s Sponsor. The board of directors, including all of the independent directors, concluded that substantial justification existed to consummate the Fieldstone Memory Care acquisition, and that the transaction and the purchase price are fair and reasonable. In determining whether to approve the Fieldstone Transaction, the board of directors reviewed and took into account, among other factors it deemed appropriate, the following information, facts and circumstances: an affiliate of CNL is the majority interest holder and managing member of the seller; the purchase price exceeds the seller’s acquisition and development costs; a March 2015 independent appraisal; and a prospective value upon reaching stabilization. In June 2013, the Company originated an acquisition, development and construction loan (“ADC Loan”) to C4 Development, LLC (“Crosland Southeast”), a related party by virtue of a family relationship between a principal of the borrower and the Company’s vice chairman who recused himself from review and approval of the investment, for the development of an MOB in Rutland, Virginia that will function as an out-patient emergency and imaging center and was leased to Hospital Corporation of America (“HCA”). As of December 31, 2014, the Company’s ADC Loan had been fully repaid. For the quarter and six months ended June 30, 2014, the Company recorded interest income of approximately $0.2 million and $0.4 million, respectively, which is included in interest income on note receivable from related party in the accompanying condensed consolidated statements of operations. The Company incurs operating expenses which, in general, relate to administration of the Company on an ongoing basis. Pursuant to the advisory agreement, the Advisor shall reimburse the Company the amount by which the total operating expenses paid or incurred by the Company exceed, in any four consecutive fiscal quarters (“Expense Year”) commencing with the Expense Year ending June 30, 2013, the greater of 2% of average invested assets or 25% of net income (as defined in the advisory agreement) (“Limitation”), unless a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors (“Expense Cap Test”). In performing the Expense Cap Test, the Company uses operating expenses on a GAAP basis after making adjustments for the benefit of expense support under the Expense Support Agreements. For the Expense Year ended June 30, 2015, the Company did not incur operating expenses in excess of the Limitation. 11. Related Party Arrangements (continued) The fees incurred by and reimbursable to the Managing Dealer in connection with the Company’s Offerings for the quarter and six months ended June 30, 2015 and 2014, and related amounts unpaid as of June 30, 2015 and December 31, 2014 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Selling commissions (2) $ 3,969 $ 3,143 $ 7,991 $ 5,596 $ 188 $ 388 Marketing support fees (2) 5,232 2,829 10,619 5,413 204 555 $ 9,201 $ 5,972 $ 18,610 $ 11,009 $ 392 $ 943 The expenses and fees incurred by and reimbursable to the Company’s related parties for the quarter and six months ended June 30, 2015 and 2014, and related amounts unpaid as of June 30, 2015 and December 31, 2014 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Reimbursable expenses: Offering costs (2) $ 984 $ 1,541 $ 1,866 $ 2,367 $ 473 $ 713 Operating expenses (3) 1,122 743 2,021 942 966 479 Acquisition fees and expenses 201 98 305 333 50 80 2,307 2,382 4,192 3,642 1,489 1,272 Investment services fees (4) 3,605 4,178 5,021 8,224 — — Financing coordination fees (5 ) — 220 — 220 — — Property management fees ( 6 ) 961 575 1,941 1,035 308 429 Asset management fees ( 7 ) 5,166 3,148 10,052 5,814 917 355 $ 12,039 $ 10,503 $ 21,206 $ 18,935 $ 2,714 $ 2,056 FOOTNOTES: (1) (2) (3) (4) (5) 11. Related Party Arrangements (continued) (6) (7) |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 12. Derivative Financial Instruments The following table summarizes the terms of the derivative financial instruments held by the Company or through its joint venture and the asset (liability) that has been recorded (in thousands): Initial Fair value asset (liability) as of Notional Amount Strike (1) Credit Spread (1) Trade date Forward date Maturity date June 30, 2015 December 31, 2014 $ 12,421 (2) 1.3 % 2.6 % 1/17/2013 1/15/2015 1/16/2018 $ (118 ) $ (71 ) $ 38,255 (2) 2.7 % 2.5 % 9/6/2013 8/17/2015 7/10/2018 $ (1,641 ) $ (1,228 ) $ 26,067 (2) 2.8 % 2.5 % 9/6/2013 8/17/2015 8/29/2018 $ (1,197 ) $ (906 ) $ 30,000 (2) 1.1 % 2.7 % 10/22/2013 8/5/2015 (4) $ — $ (82 ) $ 29,952 (2) 0.9 % 4.3 % 11/13/2013 5/11/2015 (4) $ — $ (74 ) $ 11,000 (3 ) 3.0 % ― % 6/27/2014 6/30/2014 6/30/2017 $ 2 $ 10 $ 48,415 (2) 2.4 % 2.9 % 8/15/2014 6/1/2016 6/2/2019 $ (695 ) $ (270 ) $ 84,251 (2) 2.3 % 2.4 % 9/12/2014 8/1/2015 7/15/2019 $ (2,284 ) $ (1,326 ) $ 7,129 (2) 1.2 % 2.3 % 11/12/2014 11/15/2014 10/15/2017 $ (56 ) $ (35 ) $ 175,000 (2) 1.6 % 2.0 % 12/23/2014 12/19/2014 2/19/2019 $ (1,710 ) $ (881 ) $ 138,698 (2) 1.7 % 2.0 % 1/9/2015 12/10/2015 12/22/2019 $ (562 ) $ — FOOTNOTES: (1) (2) (3) (4) Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative financial instruments and has determined that the credit valuation adjustments on the overall valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company determined that its derivative financial instruments valuation in its entirety is classified in Level 2 of the fair value hierarchy. Determining fair value requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values of such instruments which could, in turn, impact the Company’s or its joint venture’s results of operations. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Equity | 13. Equity Stockholders’ Equity: Public Offerings — The following table details the Company’s aggregate proceeds from its Offerings as of June 30, 2015 and December 31, 2014 (in millions): June 30, 2015 December 31, 2014 Subscriptions Reinvestment Plan Subscriptions Reinvestment Plan Proceeds Shares Proceeds Shares Proceeds Shares Proceeds Shares Initial Offering $ 1,271.4 125.1 $ 27.1 2.8 $ 1,114.2 110.2 $ 27.1 2.8 Follow-on Offering 195.4 18.5 16.2 1.6 — — — — $ 1,466.8 143.6 $ 43.3 4.4 $ 1,114.2 110.2 $ 27.1 2.8 Distributions — The following table details the Company’s historical share prices in its Offerings, including the prices pursuant to the Reinvestment Plan and the Company’s monthly cash and stock distributions per share: Period Offering Price per Share Reinvestment Plan Price per Share Monthly Cash Distributions (1) Monthly Stock Distributions December 11, 2013 through November 3, 2014 $ 10.14 $ 9.64 $ 0.0338 0.0025 November 4, 2014 through date of this filing $ 10.58 $ 10.06 $ 0.0353 0.0025 FOOTNOTE: (1) During the six months ended June 30, 2015 and 2014, the Company declared cash distributions of $28.1 million and $13.3 million, respectively, of which $11.9 million and $6.0 million, were paid in cash to stockholders and $16.2 million and $7.3 million, respectively, were reinvested pursuant to the Reinvestment Plan. In addition, for the six months ended June 30, 2015 and 2014, the Company declared and made stock distributions of approximately 2.0 million and 1.0 million shares of common stock, respectively. The tax composition of the Company’s distributions declared for the six months ended June 30, 2015 and 2014 were as follows: Six Months Ended June 30, Distribution Type 2015 2014 Taxable as ordinary income 34.5 % 25.4 % Return of capital 65.5 % 74.6 % Redemptions — During the six months ended June 30, 2015 and 2014, the Company received requests for the redemption of common stock of approximately 0.4 million and 0.1 million shares, respectively, all of which were approved for redemption at an average price of $9.51 and $9.13, respectively, and for a total of approximately $3.8 million and $0.9 million, respectively. 13. Equity (continued) Other comprehensive income (loss) — The following table reflects the effect of derivative financial instruments held by Company, or its equity method investments, and included in the condensed consolidated statements of comprehensive loss for the quarter and six months ended June 30, 2015 and 2014 (in thousands): Derivative Financial Instrument Gain (loss) recognized in other comprehensive loss on derivative financial instrument (Effective Portion) Location of gain (loss) reclassified into earnings (Effective Portion) Gain (loss) reclassified from AOCI into earnings (Effective Portion) Quarter Ended Quarter Ended June 30, June 30, 2015 2014 2015 2014 Interest rate swaps $ 1,642 $ (723 ) Interest expense and loan cost amortization $ 674 $ — Reclassification of interest rate swaps upon derecognition 162 — Interest expense and loan cost amortization (162 ) — Interest rate cap held by unconsolidated joint venture (2 ) (9 ) Not applicable — — Interest rate swap held by unconsolidated joint venture — (89 ) Not applicable — — Total $ 1,802 $ (821 ) $ 512 $ — Six Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Interest rate swaps $ (3,624 ) $ (946 ) Interest expense and loan cost amortization $ 1,333 $ — Reclassification of interest rate swaps upon derecognition 236 — Interest expense and loan cost amortization (236 ) — Interest rate cap held by unconsolidated joint venture (8 ) (9 ) Not applicable — — Interest rate swap held by unconsolidated joint venture — (115 ) Not applicable — — Total $ (3,396 ) $ (1,070 ) $ 1,097 $ — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies From time to time the Company may be exposed to litigation arising from operations of its business in the ordinary course of business. Management is not aware of any litigation that it believes will have a material adverse impact on the Company’s financial condition or results of operations. Refer to Note 4. “Real Estate Assets, net” for additional information on the remaining development budgets for the Company’s seniors housing developments. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Purchase of Southeast Seniors Housing Communities In July 2015, the Company acquired five additional seniors housing communities in Georgia, Texas, and Florida totaling approximately $195.0 million and comprised of the following properties: Purchase Price Name Location Structure Date Acquired (in thousands) Parc at Duluth Duluth, GA Triple-net Lease (1) 7/31/2015 $ 52,800 Parc at Piedmont Marietta, GA Triple-net Lease (1) 7/31/2015 50,800 The Pavilion at Great Hills Austin, TX Managed 7/31/2015 35,000 The Hampton at Meadows Place Meadows Place, TX Managed 7/31/2015 28,400 The Beacon at Gulf Breeze Gulf Breeze, FL Managed 7/31/2015 28,000 $ 195,000 FOOTNOTE: (1) The following summarizes the Company’s preliminary allocation of the purchase price for the above properties, and the estimated fair values of the assets acquired (in thousands): Land and land improvements $ 12,795 Buildings and building improvements 163,160 Furniture, fixtures and equipment 4,345 Intangibles (1) 14,700 Net assets acquired $ 195,000 FOOTNOTE: (1) In July 2015, the Company used approximately $165.0 million from its Revolving Credit Facility to fund a portion of this acquisition. Refer to Note 3. “Acquisitions” for the pro forma impact of these acquisitions on the Company’s results of operations for the quarter and six months ended June 30, 2015 and 2014. Equity transactions During the period from July 1, 2015 through August 3, 2015, the Company received additional subscription proceeds of approximately $59.7 million (5.7 million shares). The Company’s board of directors declared a monthly cash distribution of $0.0353 and a monthly stock distribution of 0.0025 shares on each outstanding share of common stock on July 1, 2015 and August 1, 2015. These distributions are to be paid and distributed by September 30, 2015. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the quarter and six months ended June 30, 2015 may not be indicative of the results that may be expected for the year ending December 31, 2015. Amounts as of December 31, 2014 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly owned subsidiaries or subsidiaries for which the Company has a controlling financial interest, including the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary. All material intercompany accounts and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant assumptions are made in the allocation of purchase price, the analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted stock shares issued. Accordingly, actual results could differ from those estimates. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements — In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This update changes the criteria for reporting discontinued operations where only disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, such as a major line of business or geographical area, should be presented as a discontinued operation. This ASU is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014 with early adoption permitted. The Company has determined that the amendments will impact the Company’s determinations of which future property disposals, if any, qualify as discontinued operations and will require additional disclosure about discontinued operations for future property disposals, if any. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standard Concept (“ASC”) topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, expected to be deferred one year, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the amendments of ASU 2014-09; however, these amendments could potentially have a significant effect on the Company’s consolidated financial position, results of operations or cash flows. 2. Summary of Significant Accounting Policies (continued) In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company has determined that it will not early adopt this ASU and is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that loan costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The ASU is to be applied retrospectively for each period presented. Upon adoption, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company has determined that it will not early adopt this ASU and that the amendments will materially impact the Company’s consolidated financial position but will not have a material impact on the Company’s consolidated results of operations or cash flows. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions of Properties | Real Estate Investment Properties — During the six months ended June 30, 2015, the Company acquired the following 15 properties, which were comprised of one acute care hospital, 10 medical office buildings (“MOB”) and four seniors housing communities: Purchase Price Name and Location Structure Date Acquired (in thousands) Acute care Triangle Orthopaedic North Carolina Specialty Hospital Modified Lease 6/29/2015 $ 31,830 Durham, NC Medical Office Novi Orthopaedic Center Modified Lease 2/13/2015 30,500 (1) Novi, MI Southeast Medical Office Properties UT Cancer Institute Modified Lease 2/20/2015 33,660 Knoxville, TN Bend Memorial Clinic Medical Office Building Modified Lease 5/11/2015 34,612 (1) Bend, OR Stoneterra Medical Plaza Modified Lease 5/29/2015 15,050 (1) San Antonio, TX Triangle Orthopaedic Triangle Orthopaedic Durham Modified Lease 6/29/2015 21,275 Durham, NC Triangle Orthopaedic Oxford Modified Lease 6/29/2015 4,728 Oxford, NC Triangle Orthopaedic Chapel Hill Modified Lease 6/29/2015 3,257 Chapel Hill, NC Triangle Orthopaedic Roxboro Modified Lease 6/29/2015 2,067 Roxboro, NC Doctor's Park Doctor's Park Building B Modified Lease 6/30/2015 5,000 (1) Chula Vista, CA ("San Diego") Doctor's Park Building C Modified Lease 6/30/2015 10,000 (1) Chula Vista, CA ("San Diego") Seniors Housing Fieldstone Memory Care (2) Managed 3/31/2015 12,400 (1) Yakima, WA Primrose III Communities Primrose Retirement Community of Anderson Triple-net Lease 5/29/2015 21,086 Anderson, IN Primrose Retirement Community of Lancaster Triple-net Lease 5/29/2015 25,657 Lancaster, OH Primrose Retirement Community of Wausau Triple-net Lease 5/29/2015 20,307 Wausau, WI $ 271,429 FOOTNOTES: (1) (2) During the six months ended June 30, 2014, the Company acquired the following 16 properties, which were comprised of one acute care hospital, two MOBs and 13 seniors housing communities: Purchase Price Name and Location Structure Date Acquired (in thousands) Acute Care Memorial Hermann Orthopedic & Spine Hospital ("MHOSH") Triple-net Lease 6/2/2014 $ 49,000 Bellaire, TX ("Houston") Medical Office Chula Vista Medical Arts Center - Plaza I Modified Lease 1/21/2014 17,863 (1) Chula Vista, CA ("San Diego") MHOSH Medical Office Building Modified Lease 6/2/2014 27,000 Bellaire, TX ("Houston") Seniors Housing Pacific Northwest II Communities Prestige Senior Living Auburn Meadows Managed 2/3/2014 21,930 Auburn, WA ("Seattle") Prestige Senior Living Bridgewood Managed 2/3/2014 22,096 Vancouver, WA ("Portland") Prestige Senior Living Monticello Park Managed 2/3/2014 27,360 Longview, WA Prestige Senior Living Rosemont Managed 2/3/2014 16,877 Yelm, WA Prestige Senior Living West Hills Managed 3/3/2014 14,986 Corvallis, OR South Bay II Communities Isle at Cedar Ridge Managed 2/28/2014 21,630 Cedar Park, TX ("Austin") HarborChase of Plainfield Managed 3/28/2014 26,500 Plainfield, IL Legacy Ranch Alzheimer’s Special Care Center Managed 3/28/2014 11,960 Midland, TX The Springs Alzheimer’s Special Care Center Managed 3/28/2014 10,920 San Angelo, TX Isle at Watercrest – Bryan Managed 4/21/2014 22,050 Bryan, TX Watercrest at Bryan Managed 4/21/2014 28,035 Bryan, TX Isle at Watercrest – Mansfield Managed 5/5/2014 25,000 (2) Mansfield, TX ("Dallas/Fort Worth") Watercrest at Mansfield Managed 6/30/2014 45,000 (2) Mansfield, TX ("Dallas/Fort Worth") $ 388,207 FOOTNOTES: (1) (2) |
Schedule of Purchase Price Allocation | The following summarizes the purchase price allocation for the above properties, and the estimated fair values of the assets acquired and liabilities assumed (in thousands): June 30, 2015 2014 Land and land improvements $ 31,389 $ 32,280 Buildings and building improvements 207,065 313,838 Furniture, fixtures and equipment 1,878 10,014 Intangibles (1) 33,935 42,296 Other liabilities (1,450 ) (1,350 ) Liabilities assumed (1,388 ) ― Assumed mortgage note payable ― (27,657 ) Net assets acquired 271,429 369,421 Contingent purchase price consideration ― (12,395 ) Total purchase price consideration $ 271,429 $ 357,026 FOOTNOTE: (1) |
Schedule of Unaudited Proforma Results of Operations | The following table presents the unaudited pro forma results of operations for the Company as if the 2015 acquisitions noted as material in Note 3. “Acquisitions” above (including the Southeast Seniors Housing Portfolio) were acquired as of January 1, 2014 and the unaudited pro forma results of operations for the Company assuming the 2014 acquisitions noted as material in Note 3. “Acquisitions” above were acquired as of January 1, 2013 (in thousands except per share data): (Unaudited) (Unaudited) Quarter Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues $ 77,433 $ 57,633 $ 153,321 $ 112,466 Net income (loss) (1) $ (12,398 ) $ (12,104 ) $ (31,215 ) $ (32,025 ) Loss per share of common stock (basic and diluted) $ (0.08 ) $ (0.14 ) $ (0.21 ) $ (0.39 ) Weighted average number of shares of common stock outstanding (basic and diluted) (2) 151,316 87,059 146,352 82,180 FOOTNOTES: (1) (2) |
Real Estate Assets, net (Tables
Real Estate Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate Properties [Line Items] | |
Schedule of Real Estate Investment Properties | The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of June 30, 2015 and December 31, 2014 are as follows (in thousands): June 30, December 31, 2015 2014 Land and land improvements $ 165,494 $ 128,662 Building and building improvements 1,778,801 1,545,614 Furniture, fixtures and equipment 45,058 36,319 Less: accumulated depreciation (80,991 ) (53,095 ) Real estate investment properties, net 1,908,362 1,657,500 Real estate under development, including land 47,273 47,153 Total real estate assets, net $ 1,955,635 $ 1,704,653 |
Under Development with Third-Party Developers | |
Real Estate Properties [Line Items] | |
Schedule of Real Estate Investment Properties | As of June 30, 2015, three of the Company’s seniors housing communities have real estate under development with third-party developers as follows (in thousands): Property Name (and Location) Developer Real Estate Development Costs Incurred (1) Remaining Development Budget (2) HarborChase of Shorewood (Shorewood, WI) Harbor Shorewood Development, LLC $ 19,500 $ 8,129 Raider Ranch (Lubbock, TX) South Bay Partners, Ltd 11,781 5,959 Watercrest at Katy (Katy, TX) (3) South Bay Partners, Ltd 15,992 25,029 $ 47,273 $ 39,117 FOOTNOTES: (1) (2) (3) |
Intangibles, net (Tables)
Intangibles, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Net Book Value of Intangibles | The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of June 30, 2015 and December 31, 2014 are as follows (in thousands): June 30, December 31, 2015 2014 In-place lease intangibles $ 179,465 $ 148,880 Above-market lease intangibles 13,138 11,320 Below-market ground lease intangibles 11,846 10,314 Less: accumulated amortization (60,537 ) (30,250 ) Intangible assets, net $ 143,912 $ 140,264 Below-market lease intangibles $ (14,101 ) $ (13,243 ) Above-market ground lease intangibles (2,864 ) (2,273 ) Less: accumulated amortization 6,893 1,014 Intangible liabilities, net (1) $ (10,072 ) $ (14,502 ) FOOTNOTE: (1) |
Schedule of Estimated Future Amortization and Weighted Average Remaining Useful Life | The estimated future amortization on the Company’s intangibles for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of June 30, 2015 is as follows (in thousands): In-place Lease Intangibles Above- market Leases Below- market Ground Leases Total Assets Below- market Leases Above- market Ground Leases Total Liabilities 2015 $ 18,915 1,021 152 $ 20,088 $ (632 ) (37 ) $ (669 ) 2016 28,319 1,737 304 30,360 (1,157 ) (73 ) (1,230 ) 2017 15,329 1,589 304 17,222 (1,030 ) (73 ) (1,103 ) 2018 12,430 1,417 304 14,151 (912 ) (73 ) (985 ) 2019 9,352 1,118 304 10,774 (748 ) (73 ) (821 ) Thereafter 37,042 4,108 10,167 51,317 (2,778 ) (2,486 ) (5,264 ) $ 121,387 10,990 11,535 $ 143,912 $ (7,257 ) (2,815 ) $ (10,072 ) Weighted average remaining useful life as of June 30, 2015 (in years): In-place Lease Intangibles Above-market Leases Below-market Ground Leases Below- market Leases Above-market Ground Leases 6.4 6.9 37.9 11.1 38.8 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments to be Received Under Non-Cancellable Operating Leases | The following are future minimum lease payments to be received under non-cancellable operating leases for the remainder of 2015, each of the next four years and thereafter, as of June 30, 2015 (in thousands): 2015 $ 43,319 2016 83,864 2017 80,415 2018 76,328 2019 67,858 Thereafter 288,558 $ 640,342 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Aggregate Carrying Amount and Major Classifications of Consolidated Assets | The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company as of June 30, 2015 and December 31, 2014 are as follows (in thousands): June 30, December 31, 2015 2014 Assets: Real estate investment properties, net $ 210,328 $ 174,449 Real estate under development, including land $ 47,273 $ 47,153 Intangibles, net $ 25,676 $ 25,519 Cash $ 1,723 $ 6,280 Other assets $ 611 $ 511 Deferred rent and lease incentives $ 5,964 $ 2,978 Loan costs, net $ 2,052 $ 2,300 Restricted cash $ 999 $ 5,304 Liabilities: Mortgages and other notes payable $ 162,824 $ 137,754 Accounts payable and accrued liabilities $ 996 $ 2,317 Accrued development costs $ 8,598 $ 7,951 Due to related parties $ 131 $ 219 Other liabilities $ 4,142 $ 4,949 |
Ground and Air Rights Leases (T
Ground and Air Rights Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Schedule of Future Minimum Lease Payments to be Received Under Non-Cancellable Operating Leases | The following are future minimum lease payments to be received under non-cancellable operating leases for the remainder of 2015, each of the next four years and thereafter, as of June 30, 2015 (in thousands): 2015 $ 43,319 2016 83,864 2017 80,415 2018 76,328 2019 67,858 Thereafter 288,558 $ 640,342 |
Ground and Air Rights Leases | |
Schedule of Future Minimum Lease Payments to be Received Under Non-Cancellable Operating Leases | The following is a schedule of future minimum lease payments to be paid under the ground and air rights leases for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of June 30, 2015 (in thousands): 2015 $ 752 2016 1,527 2017 1,563 2018 1,600 2019 1,625 Thereafter 112,663 $ 119,730 |
Contingent Purchase Price Con31
Contingent Purchase Price Consideration (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Capital Health Communities | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair Value of Contingent Purchase Price Consideration | The following table provides a roll-forward of the fair value of the contingent purchase price consideration related to the Yield Guaranty on the Capital Health Communities for the quarter and six months ended June 30, 2015 and 2014 (in thousands): Quarter ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Beginning balance $ 4,078 $ 2,188 $ 4,078 $ 4,488 Yield Guaranty payment received from seller (2,579 ) — (2,579 ) (2,300 ) Change in fair value 321 1,321 321 1,321 Ending balance $ 1,820 $ 3,509 $ 1,820 $ 3,509 |
South Bay II Communities | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair Value of Contingent Purchase Price Consideration | The following table provides a roll-forward of the fair value of the estimated contingent purchase price consideration related to the South Bay II Communities for the quarter and six months ended June 30, 2015 and 2014 (in thousands): Quarter ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Beginning balance $ — $ (2,570 ) $ — $ — Contingent consideration in connection with acquisition — (9,825 ) — (12,395 ) Contingent consideration payment — 3,895 — 3,895 Ending balance $ — $ (8,500 ) $ — $ (8,500 ) |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Details of Indebtedness | The following table provides details of the Company’s indebtedness as of June 30, 2015 and December 31, 2014 (in thousands): June 30, December 31, 2015 2014 Mortgages payable and other notes payable: Fixed rate debt $ 390,928 $ 370,854 Variable rate debt (1) 462,000 482,922 Mortgages and other notes payable 852,928 853,776 Premium (discount), net (2) (145 ) (215 ) Total mortgages and other notes payable, net 852,783 853,561 Credit facilities: Term Loan Facility (1) 175,000 175,000 Revolving Credit Facility (3) 50,000 31,403 Total borrowings $ 1,077,783 $ 1,059,964 FOOTNOTES: (1) (2) (3) |
Schedule of Maturities of Indebtedness | Maturities of indebtedness for the remainder of 2015, each of the next four years and thereafter, in the aggregate, as of June 30, 2015 are as follows (in thousands): 2015 $ 9,567 2016 38,039 2017 90,958 2018 299,562 2019 481,034 Thereafter 158,623 $ 1,077,783 |
Schedule of Indebtedness | The following table provides details as of June 30, 2015 (in thousands): Interest Rate at June 30, Maturity June 30, Property and Loan Type 2015 (1) Payment Terms Date (2) 2015 Novi Orthopaedic Center; Mortgage Loan 3.61% per annum Monthly interest only payments through June 2018; principal and interest payments thereafter based on a 25-year amortization schedule 6/15/20 $ 19,825 ProMed Medical Building I; Mortgage Loan 3.64% per annum (3) Monthly principal and interest payments based upon a 30-year amortization schedule 1/15/22 7,140 Total fixed rate debt 26,965 Raider Ranch Development; Construction Loan 30-day LIBOR plus 3.50% at 0.5% LIBOR floor Monthly interest only payments through October 2017; principal and interest payments thereafter based on a 25-year amortization schedule 10/27/17 3,110 HarborChase of Shorewood; Construction Loan 30-day LIBOR plus 3%; 2% all in floor Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule 7/15/19 7,708 UT Cancer Institute; Mortgage Loan 30-day LIBOR plus 2.00% per annum Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule 12/22/19 21,840 Watercrest at Katy; Construction Loan 30-day LIBOR plus 2.75% per annum Monthly interest only payments through December 2017; principal and interest payments thereafter based on a 30-year amortization schedule 12/27/19 1,796 Total variable rate debt 34,454 Fixed and variable rate debt 61,419 Premium (discount), net ― Total debt $ 61,419 FOOTNOTES: (1) (2) (3) |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The expenses and fees incurred by and reimbursable to the Company’s related parties for the quarter and six months ended June 30, 2015 and 2014, and related amounts unpaid as of June 30, 2015 and December 31, 2014 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Reimbursable expenses: Offering costs (2) $ 984 $ 1,541 $ 1,866 $ 2,367 $ 473 $ 713 Operating expenses (3) 1,122 743 2,021 942 966 479 Acquisition fees and expenses 201 98 305 333 50 80 2,307 2,382 4,192 3,642 1,489 1,272 Investment services fees (4) 3,605 4,178 5,021 8,224 — — Financing coordination fees (5 ) — 220 — 220 — — Property management fees ( 6 ) 961 575 1,941 1,035 308 429 Asset management fees ( 7 ) 5,166 3,148 10,052 5,814 917 355 $ 12,039 $ 10,503 $ 21,206 $ 18,935 $ 2,714 $ 2,056 FOOTNOTES: (1) (2) (3) (4) (5) 11. Related Party Arrangements (continued) (6) (7) |
Expense Support Agreements | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The following fees were settled and paid in the form of Restricted Stock in connection with the Expense Support Agreements for the quarter and six months ended June 30, 2015 and 2014, and cumulatively as of June 30, 2015 (in thousands, except offering price): Quarter ended Six Months Ended As of June 30, June 30, June 30, 2015 2014 2015 2014 2015 Asset management fees (1) $ 868 $ 2,033 $ 1,413 $ 2,880 $ 7,681 Then-current offering price (2) $ 10.58 $ 10.14 $ 10.58 $ 10.14 $ 10.58 Restricted stock shares (3) 82 200 134 284 744 Cash distributions on Restricted Stock (4) $ 68 $ 14 $ 122 $ 19 $ 225 Stock distributions on Restricted Stock (5) 5 1 9 1 16 FOOTNOTES: (1) (2) (3) (4) (5) |
Public Offering | Advisor | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The fees incurred by and reimbursable to the Managing Dealer in connection with the Company’s Offerings for the quarter and six months ended June 30, 2015 and 2014, and related amounts unpaid as of June 30, 2015 and December 31, 2014 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Selling commissions (2) $ 3,969 $ 3,143 $ 7,991 $ 5,596 $ 188 $ 388 Marketing support fees (2) 5,232 2,829 10,619 5,413 204 555 $ 9,201 $ 5,972 $ 18,610 $ 11,009 $ 392 $ 943 |
Derivative Financial Instrume34
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Gross and Net Amounts of Derivative Financial Instruments Presented in Condensed Consolidated Balance Sheet | The following table summarizes the terms of the derivative financial instruments held by the Company or through its joint venture and the asset (liability) that has been recorded (in thousands): Initial Fair value asset (liability) as of Notional Amount Strike (1) Credit Spread (1) Trade date Forward date Maturity date June 30, 2015 December 31, 2014 $ 12,421 (2) 1.3 % 2.6 % 1/17/2013 1/15/2015 1/16/2018 $ (118 ) $ (71 ) $ 38,255 (2) 2.7 % 2.5 % 9/6/2013 8/17/2015 7/10/2018 $ (1,641 ) $ (1,228 ) $ 26,067 (2) 2.8 % 2.5 % 9/6/2013 8/17/2015 8/29/2018 $ (1,197 ) $ (906 ) $ 30,000 (2) 1.1 % 2.7 % 10/22/2013 8/5/2015 (4) $ — $ (82 ) $ 29,952 (2) 0.9 % 4.3 % 11/13/2013 5/11/2015 (4) $ — $ (74 ) $ 11,000 (3 ) 3.0 % ― % 6/27/2014 6/30/2014 6/30/2017 $ 2 $ 10 $ 48,415 (2) 2.4 % 2.9 % 8/15/2014 6/1/2016 6/2/2019 $ (695 ) $ (270 ) $ 84,251 (2) 2.3 % 2.4 % 9/12/2014 8/1/2015 7/15/2019 $ (2,284 ) $ (1,326 ) $ 7,129 (2) 1.2 % 2.3 % 11/12/2014 11/15/2014 10/15/2017 $ (56 ) $ (35 ) $ 175,000 (2) 1.6 % 2.0 % 12/23/2014 12/19/2014 2/19/2019 $ (1,710 ) $ (881 ) $ 138,698 (2) 1.7 % 2.0 % 1/9/2015 12/10/2015 12/22/2019 $ (562 ) $ — FOOTNOTES: (1) (2) (3) (4) |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Summary of Aggregate Proceeds from Offerings | The following table details the Company’s aggregate proceeds from its Offerings as of June 30, 2015 and December 31, 2014 (in millions): June 30, 2015 December 31, 2014 Subscriptions Reinvestment Plan Subscriptions Reinvestment Plan Proceeds Shares Proceeds Shares Proceeds Shares Proceeds Shares Initial Offering $ 1,271.4 125.1 $ 27.1 2.8 $ 1,114.2 110.2 $ 27.1 2.8 Follow-on Offering 195.4 18.5 16.2 1.6 — — — — $ 1,466.8 143.6 $ 43.3 4.4 $ 1,114.2 110.2 $ 27.1 2.8 |
Historical Offering Share Prices, Including the Prices Pursuant To the Reinvestment Plan and the Company's Monthly Distributions per Share | The following table details the Company’s historical share prices in its Offerings, including the prices pursuant to the Reinvestment Plan and the Company’s monthly cash and stock distributions per share: Period Offering Price per Share Reinvestment Plan Price per Share Monthly Cash Distributions (1) Monthly Stock Distributions December 11, 2013 through November 3, 2014 $ 10.14 $ 9.64 $ 0.0338 0.0025 November 4, 2014 through date of this filing $ 10.58 $ 10.06 $ 0.0353 0.0025 FOOTNOTE: (1) During the six months ended June 30, 2015 and 2014, the Company declared cash distributions of $28.1 million and $13.3 million, respectively, of which $11.9 million and $6.0 million, were paid in cash to stockholders and $16.2 million and $7.3 million, respectively, were reinvested pursuant to the Reinvestment Plan. In addition, for the six months ended June 30, 2015 and 2014, the Company declared and made stock distributions of approximately 2.0 million and 1.0 million shares of common stock, respectively. |
Tax Composition of Company's Distributions Declared | The tax composition of the Company’s distributions declared for the six months ended June 30, 2015 and 2014 were as follows: Six Months Ended June 30, Distribution Type 2015 2014 Taxable as ordinary income 34.5 % 25.4 % Return of capital 65.5 % 74.6 % |
Effect of Derivative Financial Instruments | The following table reflects the effect of derivative financial instruments held by Company, or its equity method investments, and included in the condensed consolidated statements of comprehensive loss for the quarter and six months ended June 30, 2015 and 2014 (in thousands): Derivative Financial Instrument Gain (loss) recognized in other comprehensive loss on derivative financial instrument (Effective Portion) Location of gain (loss) reclassified into earnings (Effective Portion) Gain (loss) reclassified from AOCI into earnings (Effective Portion) Quarter Ended Quarter Ended June 30, June 30, 2015 2014 2015 2014 Interest rate swaps $ 1,642 $ (723 ) Interest expense and loan cost amortization $ 674 $ — Reclassification of interest rate swaps upon derecognition 162 — Interest expense and loan cost amortization (162 ) — Interest rate cap held by unconsolidated joint venture (2 ) (9 ) Not applicable — — Interest rate swap held by unconsolidated joint venture — (89 ) Not applicable — — Total $ 1,802 $ (821 ) $ 512 $ — Six Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Interest rate swaps $ (3,624 ) $ (946 ) Interest expense and loan cost amortization $ 1,333 $ — Reclassification of interest rate swaps upon derecognition 236 — Interest expense and loan cost amortization (236 ) — Interest rate cap held by unconsolidated joint venture (8 ) (9 ) Not applicable — — Interest rate swap held by unconsolidated joint venture — (115 ) Not applicable — — Total $ (3,396 ) $ (1,070 ) $ 1,097 $ — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Event [Line Items] | |
Acquisitions of Properties | Real Estate Investment Properties — During the six months ended June 30, 2015, the Company acquired the following 15 properties, which were comprised of one acute care hospital, 10 medical office buildings (“MOB”) and four seniors housing communities: Purchase Price Name and Location Structure Date Acquired (in thousands) Acute care Triangle Orthopaedic North Carolina Specialty Hospital Modified Lease 6/29/2015 $ 31,830 Durham, NC Medical Office Novi Orthopaedic Center Modified Lease 2/13/2015 30,500 (1) Novi, MI Southeast Medical Office Properties UT Cancer Institute Modified Lease 2/20/2015 33,660 Knoxville, TN Bend Memorial Clinic Medical Office Building Modified Lease 5/11/2015 34,612 (1) Bend, OR Stoneterra Medical Plaza Modified Lease 5/29/2015 15,050 (1) San Antonio, TX Triangle Orthopaedic Triangle Orthopaedic Durham Modified Lease 6/29/2015 21,275 Durham, NC Triangle Orthopaedic Oxford Modified Lease 6/29/2015 4,728 Oxford, NC Triangle Orthopaedic Chapel Hill Modified Lease 6/29/2015 3,257 Chapel Hill, NC Triangle Orthopaedic Roxboro Modified Lease 6/29/2015 2,067 Roxboro, NC Doctor's Park Doctor's Park Building B Modified Lease 6/30/2015 5,000 (1) Chula Vista, CA ("San Diego") Doctor's Park Building C Modified Lease 6/30/2015 10,000 (1) Chula Vista, CA ("San Diego") Seniors Housing Fieldstone Memory Care (2) Managed 3/31/2015 12,400 (1) Yakima, WA Primrose III Communities Primrose Retirement Community of Anderson Triple-net Lease 5/29/2015 21,086 Anderson, IN Primrose Retirement Community of Lancaster Triple-net Lease 5/29/2015 25,657 Lancaster, OH Primrose Retirement Community of Wausau Triple-net Lease 5/29/2015 20,307 Wausau, WI $ 271,429 FOOTNOTES: (1) (2) During the six months ended June 30, 2014, the Company acquired the following 16 properties, which were comprised of one acute care hospital, two MOBs and 13 seniors housing communities: Purchase Price Name and Location Structure Date Acquired (in thousands) Acute Care Memorial Hermann Orthopedic & Spine Hospital ("MHOSH") Triple-net Lease 6/2/2014 $ 49,000 Bellaire, TX ("Houston") Medical Office Chula Vista Medical Arts Center - Plaza I Modified Lease 1/21/2014 17,863 (1) Chula Vista, CA ("San Diego") MHOSH Medical Office Building Modified Lease 6/2/2014 27,000 Bellaire, TX ("Houston") Seniors Housing Pacific Northwest II Communities Prestige Senior Living Auburn Meadows Managed 2/3/2014 21,930 Auburn, WA ("Seattle") Prestige Senior Living Bridgewood Managed 2/3/2014 22,096 Vancouver, WA ("Portland") Prestige Senior Living Monticello Park Managed 2/3/2014 27,360 Longview, WA Prestige Senior Living Rosemont Managed 2/3/2014 16,877 Yelm, WA Prestige Senior Living West Hills Managed 3/3/2014 14,986 Corvallis, OR South Bay II Communities Isle at Cedar Ridge Managed 2/28/2014 21,630 Cedar Park, TX ("Austin") HarborChase of Plainfield Managed 3/28/2014 26,500 Plainfield, IL Legacy Ranch Alzheimer’s Special Care Center Managed 3/28/2014 11,960 Midland, TX The Springs Alzheimer’s Special Care Center Managed 3/28/2014 10,920 San Angelo, TX Isle at Watercrest – Bryan Managed 4/21/2014 22,050 Bryan, TX Watercrest at Bryan Managed 4/21/2014 28,035 Bryan, TX Isle at Watercrest – Mansfield Managed 5/5/2014 25,000 (2) Mansfield, TX ("Dallas/Fort Worth") Watercrest at Mansfield Managed 6/30/2014 45,000 (2) Mansfield, TX ("Dallas/Fort Worth") $ 388,207 FOOTNOTES: (1) (2) |
Schedule of Purchase Price Allocation | The following summarizes the purchase price allocation for the above properties, and the estimated fair values of the assets acquired and liabilities assumed (in thousands): June 30, 2015 2014 Land and land improvements $ 31,389 $ 32,280 Buildings and building improvements 207,065 313,838 Furniture, fixtures and equipment 1,878 10,014 Intangibles (1) 33,935 42,296 Other liabilities (1,450 ) (1,350 ) Liabilities assumed (1,388 ) ― Assumed mortgage note payable ― (27,657 ) Net assets acquired 271,429 369,421 Contingent purchase price consideration ― (12,395 ) Total purchase price consideration $ 271,429 $ 357,026 FOOTNOTE: (1) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Acquisitions of Properties | In July 2015, the Company acquired five additional seniors housing communities in Georgia, Texas, and Florida totaling approximately $195.0 million and comprised of the following properties: Purchase Price Name Location Structure Date Acquired (in thousands) Parc at Duluth Duluth, GA Triple-net Lease (1) 7/31/2015 $ 52,800 Parc at Piedmont Marietta, GA Triple-net Lease (1) 7/31/2015 50,800 The Pavilion at Great Hills Austin, TX Managed 7/31/2015 35,000 The Hampton at Meadows Place Meadows Place, TX Managed 7/31/2015 28,400 The Beacon at Gulf Breeze Gulf Breeze, FL Managed 7/31/2015 28,000 $ 195,000 FOOTNOTE: (1) |
Schedule of Purchase Price Allocation | The following summarizes the Company’s preliminary allocation of the purchase price for the above properties, and the estimated fair values of the assets acquired (in thousands): Land and land improvements $ 12,795 Buildings and building improvements 163,160 Furniture, fixtures and equipment 4,345 Intangibles (1) 14,700 Net assets acquired $ 195,000 FOOTNOTE: (1) |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
CNL properties Trust, Inc. organized date | Jun. 8, 2010 | |
Offering value of common stock | $ 368,864,000 | $ 572,324,000 |
Follow-On Offering | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Maximum expected date to sell shares of common stock | Sep. 30, 2015 | |
Follow-On Offering | Maximum | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Offering value of common stock | $ 1,000,000,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015USD ($)Property | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Property | Jun. 30, 2014USD ($)Property | |
Business Acquisition [Line Items] | |||||
Number of properties acquired | 15 | 16 | |||
Revenues attributable to properties | $ | $ 1.2 | $ 12.1 | $ 1.5 | $ 15.4 | |
Net income (loss) attributable to properties | $ | $ 2.5 | $ 5.8 | $ 3 | $ 12 | |
Acute Care Hospital | |||||
Business Acquisition [Line Items] | |||||
Number of properties acquired | 1 | 1 | |||
Medical Office | |||||
Business Acquisition [Line Items] | |||||
Number of properties acquired | 10 | 2 | |||
Senior Housing | |||||
Business Acquisition [Line Items] | |||||
Number of properties acquired | 4 | 13 | |||
Senior Housing | Subsequent Event | |||||
Business Acquisition [Line Items] | |||||
Number of properties acquired | 5 | ||||
Total purchase price | $ | $ 195 |
Acquisitions of Properties (Det
Acquisitions of Properties (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Business Acquisition [Line Items] | |||
Purchase Price | $ 271,429 | $ 388,207 | |
North Carolina Specialty Hospital | |||
Business Acquisition [Line Items] | |||
Location | Durham, NC | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 29, 2015 | ||
Purchase Price | $ 31,830 | ||
Novi Orthopaedic Center | |||
Business Acquisition [Line Items] | |||
Location | Novi, MI | ||
Structure | Modified Lease | ||
Date Acquired | Feb. 13, 2015 | ||
Purchase Price | [1] | $ 30,500 | |
UT Cancer Institute | |||
Business Acquisition [Line Items] | |||
Location | Knoxville, TN | ||
Structure | Modified Lease | ||
Date Acquired | Feb. 20, 2015 | ||
Purchase Price | $ 33,660 | ||
Bend Memorial Clinic Medical Office Building | |||
Business Acquisition [Line Items] | |||
Location | Bend, OR | ||
Structure | Modified Lease | ||
Date Acquired | May 11, 2015 | ||
Purchase Price | [1] | $ 34,612 | |
Stoneterra Medical Plaza | |||
Business Acquisition [Line Items] | |||
Location | San Antonio, TX | ||
Structure | Modified Lease | ||
Date Acquired | May 29, 2015 | ||
Purchase Price | [1] | $ 15,050 | |
Triangle Orthopaedic Durham | |||
Business Acquisition [Line Items] | |||
Location | Durham, NC | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 29, 2015 | ||
Purchase Price | $ 21,275 | ||
Triangle Orthopaedic Oxford | |||
Business Acquisition [Line Items] | |||
Location | Oxford, NC | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 29, 2015 | ||
Purchase Price | $ 4,728 | ||
Triangle Orthopaedic Chapel Hill | |||
Business Acquisition [Line Items] | |||
Location | Chapel Hill, NC | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 29, 2015 | ||
Purchase Price | $ 3,257 | ||
Triangle Orthopaedic Roxboro | |||
Business Acquisition [Line Items] | |||
Location | Roxboro, NC | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 29, 2015 | ||
Purchase Price | $ 2,067 | ||
Doctor's Park Building B | |||
Business Acquisition [Line Items] | |||
Location | Chula Vista, CA ("San Diego") | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 30, 2015 | ||
Purchase Price | [1] | $ 5,000 | |
Doctor's Park Building C | |||
Business Acquisition [Line Items] | |||
Location | Chula Vista, CA ("San Diego") | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 30, 2015 | ||
Purchase Price | [1] | $ 10,000 | |
Fieldstone Memory Care | |||
Business Acquisition [Line Items] | |||
Location | [2] | Yakima, WA | |
Structure | [2] | Managed | |
Date Acquired | [2] | Mar. 31, 2015 | |
Purchase Price | [1],[2] | $ 12,400 | |
Primrose Retirement Community of Anderson | |||
Business Acquisition [Line Items] | |||
Location | Anderson, IN | ||
Structure | Triple-net Lease | ||
Date Acquired | May 29, 2015 | ||
Purchase Price | $ 21,086 | ||
Primrose Retirement Community of Lancaster | |||
Business Acquisition [Line Items] | |||
Location | Lancaster, OH | ||
Structure | Triple-net Lease | ||
Date Acquired | May 29, 2015 | ||
Purchase Price | $ 25,657 | ||
Primrose Retirement Community of Wausau | |||
Business Acquisition [Line Items] | |||
Location | Wausau, WI | ||
Structure | Triple-net Lease | ||
Date Acquired | May 29, 2015 | ||
Purchase Price | $ 20,307 | ||
Memorial Hermann Orthopedic & Spine Hospital | |||
Business Acquisition [Line Items] | |||
Location | Bellaire, TX ("Houston") | ||
Structure | Triple-net Lease | ||
Date Acquired | Jun. 2, 2014 | ||
Purchase Price | $ 49,000 | ||
Chula Vista Medical Arts Center - Plaza I | |||
Business Acquisition [Line Items] | |||
Location | Chula Vista, CA ("San Diego") | ||
Structure | Modified Lease | ||
Date Acquired | Jan. 21, 2014 | ||
Purchase Price | [3] | $ 17,863 | |
Memorial Hermann Orthopedic & Spine Hospital Medical Office Building | |||
Business Acquisition [Line Items] | |||
Location | Bellaire, TX ("Houston") | ||
Structure | Modified Lease | ||
Date Acquired | Jun. 2, 2014 | ||
Purchase Price | $ 27,000 | ||
Prestige Senior Living Auburn Meadows | |||
Business Acquisition [Line Items] | |||
Location | Auburn, WA ("Seattle") | ||
Structure | Managed | ||
Date Acquired | Feb. 3, 2014 | ||
Purchase Price | $ 21,930 | ||
Prestige Senior Living Bridgewood | |||
Business Acquisition [Line Items] | |||
Location | Vancouver, WA ("Portland") | ||
Structure | Managed | ||
Date Acquired | Feb. 3, 2014 | ||
Purchase Price | $ 22,096 | ||
Prestige Senior Living Monticello Park | |||
Business Acquisition [Line Items] | |||
Location | Longview, WA | ||
Structure | Managed | ||
Date Acquired | Feb. 3, 2014 | ||
Purchase Price | $ 27,360 | ||
Prestige Senior Living Rosemont | |||
Business Acquisition [Line Items] | |||
Location | Yelm, WA | ||
Structure | Managed | ||
Date Acquired | Feb. 3, 2014 | ||
Purchase Price | $ 16,877 | ||
Prestige Senior Living West Hills | |||
Business Acquisition [Line Items] | |||
Location | Corvallis, OR | ||
Structure | Managed | ||
Date Acquired | Mar. 3, 2014 | ||
Purchase Price | $ 14,986 | ||
Isle at Cedar Ridge | |||
Business Acquisition [Line Items] | |||
Location | Cedar Park, TX ("Austin") | ||
Structure | Managed | ||
Date Acquired | Feb. 28, 2014 | ||
Purchase Price | $ 21,630 | ||
HarborChase of Plainfield | |||
Business Acquisition [Line Items] | |||
Location | Plainfield, IL | ||
Structure | Managed | ||
Date Acquired | Mar. 28, 2014 | ||
Purchase Price | $ 26,500 | ||
Legacy Ranch Alzheimer’s Special Care Center | |||
Business Acquisition [Line Items] | |||
Location | Midland, TX | ||
Structure | Managed | ||
Date Acquired | Mar. 28, 2014 | ||
Purchase Price | $ 11,960 | ||
The Springs Alzheimer’s Special Care Center | |||
Business Acquisition [Line Items] | |||
Location | San Angelo, TX | ||
Structure | Managed | ||
Date Acquired | Mar. 28, 2014 | ||
Purchase Price | $ 10,920 | ||
Isle at Watercrest – Bryan | |||
Business Acquisition [Line Items] | |||
Location | Bryan, TX | ||
Structure | Managed | ||
Date Acquired | Apr. 21, 2014 | ||
Purchase Price | $ 22,050 | ||
Watercrest at Bryan | |||
Business Acquisition [Line Items] | |||
Location | Bryan, TX | ||
Structure | Managed | ||
Date Acquired | Apr. 21, 2014 | ||
Purchase Price | $ 28,035 | ||
Isle at Watercrest – Mansfield | |||
Business Acquisition [Line Items] | |||
Location | Mansfield, TX ("Dallas/Fort Worth") | ||
Structure | Managed | ||
Date Acquired | May 5, 2014 | ||
Purchase Price | [4] | $ 25,000 | |
Watercrest at Mansfield | |||
Business Acquisition [Line Items] | |||
Location | Mansfield, TX ("Dallas/Fort Worth") | ||
Structure | Managed | ||
Date Acquired | Jun. 30, 2014 | ||
Purchase Price | [4] | $ 45,000 | |
[1] | This represents a single property or portfolio acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property or portfolio. | ||
[2] | This property was purchased from a related party of the Company’s Sponsor; refer to Note 11. “Related Party Arrangements” for additional information. | ||
[3] | This represents a single property acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property. | ||
[4] | This purchase price does not reflect subsequent contingent purchase price consideration paid related to the acquisition of these properties; refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for the final purchase price of these properties. |
Schedule of Purchase Price Allo
Schedule of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | |||
Land and land improvements | $ 31,389 | $ 32,280 | |
Buildings and building improvements | 207,065 | 313,838 | |
Furniture, fixtures and equipment | 1,878 | 10,014 | |
Intangibles | [1] | 33,935 | 42,296 |
Other liabilities | (1,450) | (1,350) | |
Liabilities assumed | (1,388) | ||
Assumed mortgage note payable | (27,657) | ||
Net assets acquired | 271,429 | 369,421 | |
Total purchase price consideration | $ 271,429 | 357,026 | |
Contingent Purchase Consideration | |||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | |||
Contingent purchase price consideration | $ (12,395) | ||
[1] | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the six months ended June 30, 2015 and 2014 was approximately 10.9 years and 4.0 years, respectively. The acquired lease intangibles during the six months ended June 30, 2015 were comprised of approximately $30.6 million and $3.3 million of in-place lease intangibles and other lease intangibles, respectively, and the acquired lease intangibles during the six months ended June 30, 2014 were comprised of approximately $38.1 million and $4.2 million of in-place lease intangibles and other lease intangibles, respectively. |
Schedule of Purchase Price Al41
Schedule of Purchase Price Allocation (Parenthetical) (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Business Combinations [Abstract] | ||
Weighted-average amortization period on the acquired lease intangibles | 10 years 10 months 24 days | 4 years |
Acquired lease intangibles | $ 30.6 | $ 38.1 |
Acquired other lease intangibles | $ 3.3 | $ 4.2 |
Schedule of Unaudited Proforma
Schedule of Unaudited Proforma Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Business Combinations [Abstract] | |||||
Revenues | $ 77,433 | $ 57,633 | $ 153,321 | $ 112,466 | |
Net income (loss) | [1] | $ (12,398) | $ (12,104) | $ (31,215) | $ (32,025) |
Loss per share of common stock (basic and diluted) | $ (0.08) | $ (0.14) | $ (0.21) | $ (0.39) | |
Weighted average number of shares of common stock outstanding (basic and diluted) | [2] | 151,316 | 87,059 | 146,352 | 82,180 |
[1] | The unaudited pro forma results for the quarter and six months ended June 30, 2015, were adjusted to exclude approximately $3.0 million and $3.7 million, respectively, of acquisition related expenses directly attributable to the properties acquired during the quarter and six months ended June 30, 2015. The unaudited pro forma results for the quarter and six months ended June 30, 2014 were adjusted to include approximately $3.0 million and $7.6 million, respectively, of acquisition related expenses, as if the properties (including Southeast Seniors Housing Portfolio) had been acquired on January 1, 2014. The unaudited pro forma results for the quarter and six months ended June 30, 2014 were adjusted to exclude approximately $4.3 million and $10.7 million, respectively, of acquisition related expenses directly attributable to the properties acquired during the quarter and six months ended June 30, 2014, as if the properties had been acquired on January 1, 2013. | ||||
[2] | As a result of the acquired properties being treated as operational since January 1, 2014, the Company assumed approximately 10.3 million shares were issued as of January 1, 2014. Consequently the weighted average shares outstanding was adjusted to reflect this amount of shares being issued on January 1, 2014 instead of actual dates on which the shares were issued, and such shares were treated as outstanding as of the beginning of the period presented. |
Schedule of Unaudited Proform43
Schedule of Unaudited Proforma Results of Operations (Parenthetical) (Detail) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Acquisition fees and expenses | $ 4,536 | $ 4,792 | $ 6,866 | $ 11,997 | |
Shares issued to fund acquisition | 10.3 | ||||
Proforma results adjusted to exclude | Acquisition-related Costs | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Acquisition fees and expenses | $ 3,000 | 4,300 | $ 3,700 | 10,700 | |
Proforma results adjusted to include | Acquisition-related Costs | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Acquisition fees and expenses | $ 3,000 | $ 7,600 |
Schedule of Real Estate Investm
Schedule of Real Estate Investment Properties (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Real Estate [Abstract] | ||
Land and land improvements | $ 165,494 | $ 128,662 |
Building and building improvements | 1,778,801 | 1,545,614 |
Furniture, fixtures and equipment | 45,058 | 36,319 |
Less: accumulated depreciation | (80,991) | (53,095) |
Real estate investment properties, net | 1,908,362 | 1,657,500 |
Real estate under development, including land | 47,273 | 47,153 |
Total real estate assets, net | $ 1,955,635 | $ 1,704,653 |
Real Estate Assets Net - Additi
Real Estate Assets Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Real Estate Investment Properties | ||||
Real Estate Properties [Line Items] | ||||
Depreciation expense | $ 14.3 | $ 9 | $ 27.9 | $ 16.6 |
Real Estates under Development
Real Estates under Development with Third-Party Developers (Detail) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | |
Real Estate Properties [Line Items] | ||
Real Estate Development Costs Incurred | [1] | $ 47,273 |
Remaining Development Budget | [2] | $ 39,117 |
HarborChase Of Shorewood (Shorewood, WI) | ||
Real Estate Properties [Line Items] | ||
Developer | Harbor Shorewood Development, LLC | |
Real Estate Development Costs Incurred | [1] | $ 19,500 |
Remaining Development Budget | [2] | $ 8,129 |
Raider Ranch (Lubbock, TX) | ||
Real Estate Properties [Line Items] | ||
Developer | South Bay Partners, Ltd | |
Real Estate Development Costs Incurred | [1] | $ 11,781 |
Remaining Development Budget | [2] | $ 5,959 |
Watercrest at Katy (Katy, TX) | ||
Real Estate Properties [Line Items] | ||
Developer | [3] | South Bay Partners, Ltd |
Real Estate Development Costs Incurred | [1],[3] | $ 15,992 |
Remaining Development Budget | [2],[3] | $ 25,029 |
[1] | This amount represents land and total capitalized costs for GAAP purposes for the acquisition, development and construction of the seniors housing community as of June 30, 2015. Amounts include investment services fees, asset management fees, interest expense and other costs capitalized during the development period. | |
[2] | This amount includes preleasing and marketing costs which will be expensed as incurred. | |
[3] | This property is owned through a joint venture in which the Company’s initial ownership interest is 95%. |
Real Estates under Developmen47
Real Estates under Development with Third-Party Developers (Parenthetical) (Detail) | Jun. 30, 2015 |
Watercrest at Katy (Katy, TX) | |
Real Estate Properties [Line Items] | |
Percentage of ownership interest | 95.00% |
Schedule of Net Book Value of I
Schedule of Net Book Value of Intangibles (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Less: accumulated amortization, assets | $ (60,537) | $ (30,250) | |
Intangible assets, net | 143,912 | 140,264 | |
Less: accumulated amortization, liabilities | 6,893 | 1,014 | |
Intangible liabilities, net | [1] | (10,072) | (14,502) |
In place lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 179,465 | 148,880 | |
Above-market lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 13,138 | 11,320 | |
Gross carrying amount, liabilities | (2,864) | (2,273) | |
Below-market ground lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 11,846 | 10,314 | |
Gross carrying amount, liabilities | $ (14,101) | $ (13,243) | |
[1] | Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Intangibles net - Additional In
Intangibles net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | $ 10,300 | $ 5,900 | $ 20,500 | $ 10,300 |
Amortization expense on intangible liabilities | 300 | 200 | 800 | 300 |
Impairment provision of intangible assets | 4,700 | |||
Lease Rental Income | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | 500 | 200 | 1,000 | 400 |
Amortization expense on intangible liabilities | 300 | 200 | 700 | 300 |
Property Operating Expenses | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | 80 | 30 | 100 | 100 |
Depreciation And Amortization | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | 9,700 | 5,700 | 19,400 | 9,800 |
Operating expenses | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible liabilities | $ 20 | $ 2 | $ 40 | $ 4 |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization and Weighted Average Remaining Useful Life (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Intangible assets, net | $ 143,912 | $ 140,264 | |
Intangible liabilities, net | [1] | (10,072) | $ (14,502) |
Finite-Lived Intangible Assets | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
2,015 | 20,088 | ||
2,016 | 30,360 | ||
2,017 | 17,222 | ||
2,018 | 14,151 | ||
2,019 | 10,774 | ||
Thereafter | 51,317 | ||
Intangible assets, net | 143,912 | ||
Intangible Liabilities | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
2,015 | (669) | ||
2,016 | (1,230) | ||
2,017 | (1,103) | ||
2,018 | (985) | ||
2,019 | (821) | ||
Thereafter | (5,264) | ||
Intangible liabilities, net | $ (10,072) | ||
In place lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Weighted average useful life, assets | 6 years 4 months 24 days | ||
In place lease intangibles | Finite-Lived Intangible Assets | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
2,015 | $ 18,915 | ||
2,016 | 28,319 | ||
2,017 | 15,329 | ||
2,018 | 12,430 | ||
2,019 | 9,352 | ||
Thereafter | 37,042 | ||
Intangible assets, net | $ 121,387 | ||
Above-market lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Weighted average useful life, assets | 6 years 10 months 24 days | ||
Weighted average useful life, liabilities | 38 years 9 months 18 days | ||
Above-market lease intangibles | Finite-Lived Intangible Assets | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
2,015 | $ 1,021 | ||
2,016 | 1,737 | ||
2,017 | 1,589 | ||
2,018 | 1,417 | ||
2,019 | 1,118 | ||
Thereafter | 4,108 | ||
Intangible assets, net | 10,990 | ||
Above-market lease intangibles | Intangible Liabilities | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
2,015 | (37) | ||
2,016 | (73) | ||
2,017 | (73) | ||
2,018 | (73) | ||
2,019 | (73) | ||
Thereafter | (2,486) | ||
Intangible liabilities, net | $ (2,815) | ||
Below-market ground lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Weighted average useful life, assets | 37 years 10 months 24 days | ||
Weighted average useful life, liabilities | 11 years 1 month 6 days | ||
Below-market ground lease intangibles | Finite-Lived Intangible Assets | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
2,015 | $ 152 | ||
2,016 | 304 | ||
2,017 | 304 | ||
2,018 | 304 | ||
2,019 | 304 | ||
Thereafter | 10,167 | ||
Intangible assets, net | 11,535 | ||
Below-market ground lease intangibles | Intangible Liabilities | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
2,015 | (632) | ||
2,016 | (1,157) | ||
2,017 | (1,030) | ||
2,018 | (912) | ||
2,019 | (748) | ||
Thereafter | (2,778) | ||
Intangible liabilities, net | $ (7,257) | ||
[1] | Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Operating Leases - Additional I
Operating Leases - Additional Information (Detail) - Jun. 30, 2015 $ in Millions | USD ($)Property |
Operating Leased Assets [Line Items] | |
Weighted average remaining lease term | 7 years 9 months 18 days |
Minimum | |
Operating Leased Assets [Line Items] | |
Lease, expiration year | 2,015 |
Extended lease period | 2 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Lease, expiration year | 2,038 |
Extended lease period | 10 years |
Triple-net lease agreements | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 69 |
Total annualized property tax | $ | $ 2.4 |
Single Tenant Properties | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 35 |
Real estate investment properties, percentage leased under operating leases | 100.00% |
Multi Tenant Properties | |
Operating Leased Assets [Line Items] | |
Number of properties owned | 34 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments to be Received Under Non-Cancellable Operating Leases (Detail) - Non-cancellable operating leases $ in Thousands | Jun. 30, 2015USD ($) |
Operating Leased Assets [Line Items] | |
2,015 | $ 43,319 |
2,016 | 83,864 |
2,017 | 80,415 |
2,018 | 76,328 |
2,019 | 67,858 |
Thereafter | 288,558 |
Total | $ 640,342 |
Aggregate Carrying Amount and M
Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Variable Interest Entity [Line Items] | ||||
Real estate investment properties, net | $ 1,908,362 | $ 1,657,500 | ||
Real estate under development, including land | 47,273 | 47,153 | ||
Intangibles, net | 143,912 | 140,264 | ||
Cash | 121,626 | 91,355 | $ 64,773 | $ 44,209 |
Other assets | 20,124 | 19,738 | ||
Deferred rent and lease incentives | 13,775 | 8,240 | ||
Loan costs, net | 12,650 | 14,012 | ||
Restricted cash | 6,747 | 10,753 | ||
Mortgages and other notes payable | 852,783 | 853,561 | ||
Due to related parties | 3,106 | 2,999 | ||
Other liabilities | 24,956 | 27,448 | ||
VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Real estate investment properties, net | 210,328 | 174,449 | ||
Real estate under development, including land | 47,273 | 47,153 | ||
Intangibles, net | 25,676 | 25,519 | ||
Cash | 1,723 | 6,280 | ||
Other assets | 611 | 511 | ||
Deferred rent and lease incentives | 5,964 | 2,978 | ||
Loan costs, net | 2,052 | 2,300 | ||
Restricted cash | 999 | 5,304 | ||
Mortgages and other notes payable | 162,824 | 137,754 | ||
Accounts payable and accrued liabilities | 996 | 2,317 | ||
Accrued development costs | 8,598 | 7,951 | ||
Due to related parties | 131 | 219 | ||
Other liabilities | $ 4,142 | $ 4,949 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) - Additional Information (Detail) $ in Millions | Jun. 30, 2015USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Maximum exposure to loss VIEs limits | $ 116.9 |
Ground and Air Rights Leases -
Ground and Air Rights Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Ground and Air Rights Leases | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease rental expense | $ 0.7 | $ 0.1 | $ 1.2 | $ 0.2 |
Schedule of Future Minimum Le56
Schedule of Future Minimum Lease Payments Under Ground and Air Rights Leases (Detail) - Ground and Air Rights Leases $ in Thousands | Jun. 30, 2015USD ($) |
Long-term Purchase Commitment [Line Items] | |
2,015 | $ 752 |
2,016 | 1,527 |
2,017 | 1,563 |
2,018 | 1,600 |
2,019 | 1,625 |
Thereafter | 112,663 |
Total | $ 119,730 |
Contingent Purchase Price Con57
Contingent Purchase Price Consideration - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2012 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent purchase consideration | $ 8,500 | ||||
Operating income | $ (3,650) | $ (3,381) | $ (11,559) | $ (10,756) | |
Capital Health Communities | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Contingent purchase consideration | $ 7,000 | ||||
Fair value of Contingent consideration | $ 1,800 | $ 1,800 | |||
Capital Health Communities | 2013 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Operating income | 6,900 | ||||
Capital Health Communities | 2014 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Operating income | 7,000 | ||||
Capital Health Communities | 2015 | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Operating income | $ 7,100 |
Fair Value of Contingent Purcha
Fair Value of Contingent Purchase Price Consideration (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2012 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Contingent consideration in connection with acquisition | $ (8,500) | ||||
Capital Health Communities | |||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Contingent consideration in connection with acquisition | $ (7,000) | ||||
Ending balance | $ 1,800 | $ 1,800 | |||
Business Acquisition Contingent Consideration | Capital Health Communities | |||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance | 4,078 | $ 2,188 | 4,078 | 4,488 | |
Yield Guaranty payment received from seller | (2,579) | (2,579) | (2,300) | ||
Change in fair value | 321 | 1,321 | 321 | 1,321 | |
Ending balance | $ 1,820 | 3,509 | $ 1,820 | 3,509 | |
Business Acquisition Contingent Consideration | South Bay II Communities | |||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance | (2,570) | ||||
Contingent consideration in connection with acquisition | (9,825) | (12,395) | |||
Contingent consideration payment | 3,895 | 3,895 | |||
Ending balance | $ (8,500) | $ (8,500) |
Details of Indebtedness (Detail
Details of Indebtedness (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | $ 852,928 | $ 853,776 | |
Premium (discount), net | [1] | (145) | (215) |
Total mortgages and other notes payable, net | 852,783 | 853,561 | |
Credit Facility | 225,000 | 206,403 | |
Total borrowings | 1,077,783 | 1,059,964 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Credit Facility | [2] | 175,000 | 175,000 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit Facility | [3] | 50,000 | 31,403 |
Fixed rate debt | |||
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | 390,928 | 370,854 | |
Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | [2] | $ 462,000 | $ 482,922 |
[1] | Premium (discount), net is reflective of the Company recording mortgage notes payable assumed at fair value on the respective acquisition date. | ||
[2] | As of June 30, 2015 and December 31, 2014, the Company had entered into interest rate swaps with notional amounts of approximately $194.4 million and $182.1 million, respectively, which were settling on a monthly basis. In addition, as of June 30, 2015 and December 31, 2014, the Company had entered into forward-starting interest rate swaps for total notional amounts of approximately $335.7 million and $269.4 million, respectively, in order to hedge its exposure to variable rate debt in future periods. The remaining forward-starting interest rate swaps have a range of effective dates beginning in 2015 and continuing through the maturity date of the loan being hedged (ranging from 2016 through 2019) | ||
[3] | As of June 30, 2015 and December 31, 2014, availability under the Revolving Credit Facility was approximately $160.3 million and $14.0 million, respectively, based on the value of the properties in the unencumbered collateral pool of assets supporting the loan. |
Details of Indebtedness (Parent
Details of Indebtedness (Parenthetical) (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Notional amount of derivative contract | [1] | $ 138,698 | |
Debt settlement start year | 2,015 | ||
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Debt maturity range start year | 2,016 | ||
Debt maturity range end year | 2,019 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Current borrowing capacity | $ 160,300 | $ 14,000 | |
Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Notional amount of derivative contract | 194,400 | 182,100 | |
Forward Contracts | |||
Debt Instrument [Line Items] | |||
Notional amount of derivative contract | $ 335,700 | $ 269,400 | |
[1] | Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying condensed consolidated balance sheets. |
Schedule of Maturities of Indeb
Schedule of Maturities of Indebtedness (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Net Balance | ||
2,015 | $ 9,567 | |
2,016 | 38,039 | |
2,017 | 90,958 | |
2,018 | 299,562 | |
2,019 | 481,034 | |
Thereafter | 158,623 | |
Total borrowings | $ 1,077,783 | $ 1,059,964 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | ||
Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($)Extension | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Line of credit facility extension period | 12 months | |||
After Modification | ||||
Debt Instrument [Line Items] | ||||
Aggregate maximum principal amount available for borrowing | $ 700,000,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Fair value of notes payable | 206,400,000 | $ 225,000,000 | ||
Carrying value of notes payable | 206,400,000 | $ 225,000,000 | ||
Aggregate maximum principal amount available for borrowing | $ 230,000,000 | |||
Term of credit facility | 36 months | |||
Number of extension options available | Extension | 2 | |||
Line of credit facility extension period | 12 months | |||
Fees paid range on unused commitments, lower range, percentage | 0.15% | |||
Fees paid range on unused commitments, upper range, percentage | 0.25% | |||
Description of covenants | The Credit Facilities contain affirmative, negative, and financial covenants which are customary for loans of this type, including (but not limited to): (i) maximum leverage, (ii) minimum fixed charge coverage ratio, (iii) minimum consolidated net worth, (iv) restrictions on payments of cash distributions except if required by REIT requirements, (v) maximum secured and unsecured indebtedness, and (vi) limitations on certain types of investments and with respect to the pool of properties supporting borrowings under the Credit Facilities, minimum debt service coverage ratio, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. The limitations on distributions includes a limitation on the extent of allowable distributions, which are not to exceed the greater of 95% of adjusted FFO (as defined per the Credit Facilities) and the minimum amount of distributions required to maintain the Company’s REIT status. | |||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate maximum principal amount available for borrowing | $ 175,000,000 | |||
Term of credit facility | 50 months | |||
Number of extension options available | Extension | 1 | |||
Mortgage Loans | Perennial Communities | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of outstanding debt | $ 30,000,000 | |||
Write off of unamortized loan cost | 200,000 | |||
Reclassified amount in connection with the derecognition of the cash flow hedge | $ 100,000 | |||
Mortgage Loans | Medical Portfolio I Properties | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of outstanding debt | $ 34,500,000 | |||
Write off of unamortized loan cost | 200,000 | |||
Reclassified amount in connection with the derecognition of the cash flow hedge | $ 200,000 | |||
Mortgage Note Payable | ||||
Debt Instrument [Line Items] | ||||
Fair value of notes payable | $ 868,500,000 | $ 870,600,000 | ||
Other notes | ||||
Debt Instrument [Line Items] | ||||
Carrying value of notes payable | $ 853,600,000 | $ 852,800,000 | ||
Scenario Original Contractual Terms | Mortgage Loans | ||||
Debt Instrument [Line Items] | ||||
Mortgage loan amortizable period | 25 years | |||
Scenario Impact | Mortgage Loans | ||||
Debt Instrument [Line Items] | ||||
Mortgage loan amortizable period | 15 years |
Schedule of Indebtedness (Detai
Schedule of Indebtedness (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Premium (discount), net | [1] | $ (145) | $ (215) |
Total borrowings | 1,077,783 | $ 1,059,964 | |
Construction Loan | Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | 34,454 | ||
Mortgage Loans | Fixed And Variable Interest Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | 26,965 | ||
Mortgage and Construction Loans | |||
Debt Instrument [Line Items] | |||
Total debt | 61,419 | ||
Total borrowings | $ 61,419 | ||
Novi Orthopaedic Center | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Interest on Loan accrues - Fixed rate | [2] | 3.61% | |
Payment Terms | Monthly interest only payments through June 2018; principal and interest payments thereafter based on a 25-year amortization schedule | ||
Principal and interest payments amortizable period | 25 years | ||
Interest payments ending date | 2018-06 | ||
Maturity Date | [3] | Jun. 15, 2020 | |
Novi Orthopaedic Center | Mortgage Loans | Fixed And Variable Interest Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | $ 19,825 | ||
ProMed Medical Building I | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Interest on Loan accrues - Fixed rate | [2],[4] | 3.64% | |
Payment Terms | Monthly principal and interest payments based upon a 30-year amortization schedule | ||
Principal and interest payments amortizable period | 30 years | ||
Maturity Date | [3] | Jan. 5, 2022 | |
ProMed Medical Building I | Mortgage Loans | Fixed And Variable Interest Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | $ 7,140 | ||
Raider Ranch Development | Construction Loan | |||
Debt Instrument [Line Items] | |||
Payment Terms | Monthly interest only payments through October 2017; principal and interest payments thereafter based on a 25-year amortization schedule | ||
Principal and interest payments amortizable period | 25 years | ||
Interest payments ending date | 2017-10 | ||
Maturity Date | [3] | Jul. 15, 2017 | |
Interest accrues on loan in addition to LIBOR | [2] | 3.50% | |
Floor rate | 0.50% | ||
Raider Ranch Development | Construction Loan | Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | $ 3,110 | ||
HarborChase Of Shorewood (Shorewood, WI) | Construction Loan | |||
Debt Instrument [Line Items] | |||
Payment Terms | Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule | ||
Principal and interest payments amortizable period | 25 years | ||
Interest payments ending date | 2017-07 | ||
Maturity Date | [3] | Jul. 15, 2019 | |
Interest accrues on loan in addition to LIBOR | [2] | 3.00% | |
Floor rate | 2.00% | ||
HarborChase Of Shorewood (Shorewood, WI) | Construction Loan | Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | $ 7,708 | ||
UT Cancer Institute | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Payment Terms | Monthly interest only payments through July 2017; principal and interest payments thereafter based on a 25-year amortization schedule | ||
Principal and interest payments amortizable period | 25 years | ||
Interest payments ending date | 2017-07 | ||
Maturity Date | [3] | Dec. 22, 2019 | |
UT Cancer Institute | Mortgage Loans | |||
Debt Instrument [Line Items] | |||
Interest accrues on loan in addition to LIBOR | [2] | 2.00% | |
UT Cancer Institute | Mortgage Loans | Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | $ 21,840 | ||
Watercrest at Katy (Katy, TX) | Construction Loan | |||
Debt Instrument [Line Items] | |||
Payment Terms | Monthly interest only payments through December 2017; principal and interest payments thereafter based on a 30-year amortization schedule | ||
Principal and interest payments amortizable period | 30 years | ||
Interest payments ending date | 2017-12 | ||
Maturity Date | [3] | Dec. 27, 2019 | |
Interest accrues on loan in addition to LIBOR | [2] | 2.75% | |
Watercrest at Katy (Katy, TX) | Construction Loan | Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Total debt | $ 1,796 | ||
[1] | Premium (discount), net is reflective of the Company recording mortgage notes payable assumed at fair value on the respective acquisition date. | ||
[2] | The 30-day LIBOR was approximately 0.19% as June 30, 2015. | ||
[3] | Represents the initial maturity date (or, as applicable, the maturity date as extended). The maturity date may be extended beyond the date shown subject to certain lender conditions. | ||
[4] | Beginning January 2020, the interest rate transitions to variable rate based on 30-day LIBOR plus 2.20% per annum. |
Schedule of Indebtedness (Paren
Schedule of Indebtedness (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2015 | |
30-day LIBOR | |
Debt Instrument [Line Items] | |
Interest accrues on loan in addition to LIBOR | 0.19% |
Mortgage Loans | Beginning 1/16/2020 | |
Debt Instrument [Line Items] | |
Interest accrues on loan in addition to LIBOR | 2.20% |
Related Party Arrangements - Ad
Related Party Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||
Related Party Transaction [Line Items] | ||||||
Annualized return of investment | 6.00% | |||||
Bank deposits | $ 100 | $ 100 | ||||
Purchase Price | 271,429 | $ 388,207 | ||||
Interest income on note receivable from related party | $ 204 | $ 350 | ||||
Fieldstone Memory Care | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase Price | [1],[2] | $ 12,400 | ||||
Sponsor | Fieldstone Memory Care | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase Price | $ 12,400 | |||||
CNL Healthcare Corp. | ||||||
Related Party Transaction [Line Items] | ||||||
Operating expenses reimbursement as percentage average invested assets | 2.00% | |||||
Operating expenses reimbursement as percentage of net income | 25.00% | |||||
[1] | This property was purchased from a related party of the Company’s Sponsor; refer to Note 11. “Related Party Arrangements” for additional information. | |||||
[2] | This represents a single property or portfolio acquisition that is not considered material to the Company and as such no pro forma financial information has been included related to this property or portfolio. |
Related Party Arrangement, Fees
Related Party Arrangement, Fees and Expenses Incurred (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Nov. 03, 2014 | Dec. 31, 2014 | ||
Related Party Transaction [Line Items] | |||||||
Asset management fees | $ 4,131 | $ 1,049 | $ 8,341 | $ 2,819 | |||
Cash distributions on Restricted Stock | $ 11,876 | $ 6,027 | |||||
Stock distributions on Restricted Stock | 2,000,000 | 1,000,000 | |||||
Asset management fees | [1],[2] | 917 | $ 917 | $ 355 | |||
Then-current offering price | $ 10.14 | ||||||
Stock distributions | |||||||
Related Party Transaction [Line Items] | |||||||
Stock distributions on Restricted Stock | 0.0025 | ||||||
Expense Support Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Asset management fees | [3] | $ 868 | $ 2,033 | $ 1,413 | $ 2,880 | ||
Then-current offering price | [4] | $ 10.58 | $ 10.14 | $ 10.58 | $ 10.14 | ||
Asset management fees | [3] | $ 7,681 | $ 7,681 | ||||
Then-current offering price | [4] | $ 10.58 | $ 10.58 | ||||
Expense Support Agreements | Restricted Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Restricted stock shares | [5] | 82,000 | 200,000 | 134,000 | 284,000 | ||
Cash distributions on Restricted Stock | [6] | $ 68 | $ 14 | $ 122 | $ 19 | ||
Stock distributions on Restricted Stock | [7] | 5,000 | 1,000 | 9,000 | 1,000 | ||
Restricted stock shares | [5] | 744,000 | 744,000 | ||||
Expense Support Agreements | Restricted Stock | Cash distributions | |||||||
Related Party Transaction [Line Items] | |||||||
Distributions on Restricted Stock | [6] | $ 225 | $ 225 | ||||
Expense Support Agreements | Restricted Stock | Stock distributions | |||||||
Related Party Transaction [Line Items] | |||||||
Distributions on Restricted Stock | [7] | $ 16 | $ 16 | ||||
[1] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | ||||||
[2] | For the quarter and six months ended June 30, 2015, the Company incurred approximately $5.2 million and $10.1 million, respectively, in asset management fees payable to the Advisor of which approximately $0.9 million and $1.4 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.2 million and $0.3 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. For the quarter and six months ended June 30, 2014, the Company incurred approximately $3.1 million and $5.8 million, respectively, in asset management fees payable to the Advisor of which approximately $2.0 million and $2.9 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.07 million and $0.1 million, respectively, was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. | ||||||
[3] | No other amounts have been settled in accordance with the Expense Support Agreements for the quarter and six months ended June 30, 2015 and 2014, and cumulatively as of June 30, 2015. | ||||||
[4] | The then-current offering prices are based on the Company’s net asset value (“NAV”) per share as of the Determination Date. | ||||||
[5] | Restricted stock shares are comprised of approximately 0.08 million issuable to the Advisor as of June 30, 2015. No fair value was assigned to the restricted stock shares as the shares were valued at zero, which represents the lowest possible value estimated at vesting. In addition, the restricted stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met through June 30, 2015. | ||||||
[6] | The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. | ||||||
[7] | The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. |
Related Party Arrangement, Fe67
Related Party Arrangement, Fees and Expenses Incurred (Parenthetical) (Detail) - 6 months ended Jun. 30, 2015 - CNL Healthcare Corp. - Restricted Stock - USD ($) shares in Thousands | Total |
Related Party Transaction [Line Items] | |
Shares issued to Advisor | 80 |
Restricted stock fair value | $ 0 |
Fees in Connection with Offerin
Fees in Connection with Offering (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||||||
Selling commissions | [1] | $ 3,969 | $ 3,143 | $ 7,991 | $ 5,596 | |
Marketing support fees | [1] | 5,232 | 2,829 | 10,619 | 5,413 | |
Total offering expenses | 9,201 | $ 5,972 | 18,610 | $ 11,009 | ||
Selling commissions, Unpaid | [1],[2] | 188 | 188 | $ 388 | ||
Marketing support fees, Unpaid | [1],[2] | 204 | 204 | 555 | ||
Total offering expenses unpaid | [2] | $ 392 | $ 392 | $ 943 | ||
[1] | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. | |||||
[2] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. |
Schedule of Fees, Reimbursable
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||||
Related Party Transaction [Line Items] | ||||||||
Offering costs | [1] | $ 984,000 | $ 1,541,000 | $ 1,866,000 | $ 2,367,000 | |||
Operating expenses | [2] | 1,122,000 | 743,000 | 2,021,000 | 942,000 | |||
Acquisition fees and expenses | 4,536,000 | 4,792,000 | 6,866,000 | 11,997,000 | ||||
Total reimbursable expenses | 2,307,000 | 2,382,000 | 4,192,000 | 3,642,000 | ||||
Investment services fees | [3] | 3,605,000 | 4,178,000 | 5,021,000 | 8,224,000 | |||
Financing coordination fees | 0 | 220,000 | [4] | 0 | 220,000 | [4] | ||
Property management fees | 3,363,000 | 2,124,000 | 6,616,000 | 3,760,000 | ||||
Asset management fees | 4,131,000 | 1,049,000 | 8,341,000 | 2,819,000 | ||||
Total reimbursable expenses, net | 12,039,000 | 10,503,000 | 21,206,000 | 18,935,000 | ||||
Offering costs, unpaid | [1],[5] | 473,000 | 473,000 | $ 713,000 | ||||
Operating expenses, unpaid | [2],[5] | 966,000 | 966,000 | 479,000 | ||||
Acquisition fees and expenses, unpaid | [5] | 50,000 | 50,000 | 80,000 | ||||
Total reimbursable expenses due | [5] | 1,489,000 | 1,489,000 | 1,272,000 | ||||
Property management fees, unpaid | [5],[6] | 308,000 | 308,000 | 429,000 | ||||
Asset management fees, unpaid | [5],[7] | 917,000 | 917,000 | 355,000 | ||||
Total related amount unpaid | [5] | 2,714,000 | 2,714,000 | $ 2,056,000 | ||||
Property Manager | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition fees and expenses | 201,000 | 98,000 | 305,000 | 333,000 | ||||
Reimbursable expenses | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property management fees | [6] | 961,000 | 575,000 | 1,941,000 | 1,035,000 | |||
Asset management fees | [7] | $ 5,166,000 | $ 3,148,000 | $ 10,052,000 | $ 5,814,000 | |||
[1] | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. | |||||||
[2] | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. | |||||||
[3] | For the quarter and six months ended June 30, 2015, the Company incurred approximately $3.6 million and $5.0 million, respectively, in investment service fees. No investment services fees were capitalized for the quarter and six months ended June 30, 2015. For the quarter and six months ended June 30, 2014, Company incurred approximately $4.2 million and $8.2 million, respectively, in investment service fees, of which approximately $0.8 million and $1.3 million, respectively, were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. Investment services fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | |||||||
[4] | There were no financing coordination fees for the quarter and six months ended June 30, 2015. For the quarter and six months ended June 30, 2014, the Company incurred approximately $0.2 million and $0.2 million, respectively, in financing coordination fees of which $0.2 million and $0.2 million, respectively, have been capitalized and included in its investment in the Windsor Manor Joint Venture. | |||||||
[5] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | |||||||
[6] | For the quarter and six months ended June 30, 2015, the Company incurred approximately $1.0 million and $1.9 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.2 million and $0.5 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. For the quarter and six months ended June 30, 2014, the Company incurred approximately $0.6 million and $1.0 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.09 million and $0.1 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. | |||||||
[7] | For the quarter and six months ended June 30, 2015, the Company incurred approximately $5.2 million and $10.1 million, respectively, in asset management fees payable to the Advisor of which approximately $0.9 million and $1.4 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.2 million and $0.3 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. For the quarter and six months ended June 30, 2014, the Company incurred approximately $3.1 million and $5.8 million, respectively, in asset management fees payable to the Advisor of which approximately $2.0 million and $2.9 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.07 million and $0.1 million, respectively, was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. |
Schedule of Fees, Reimbursabl70
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||||
Related Party Transaction [Line Items] | |||||||
Investment services fees | [1] | $ 3,605,000 | $ 4,178,000 | $ 5,021,000 | $ 8,224,000 | ||
Financing coordination fees | 0 | 220,000 | [2] | 0 | 220,000 | [2] | |
Financing coordination fees capitalized | 200,000 | 200,000 | |||||
Asset management fees | 4,131,000 | 1,049,000 | 8,341,000 | 2,819,000 | |||
Expense under Support Agreement | 900,000 | 2,000,000 | 1,400,000 | 2,900,000 | |||
Reimbursable expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Property and construction management fees payable | 1,000,000 | 600,000 | 1,900,000 | 1,000,000 | |||
Asset management fees | [3] | 5,166,000 | 3,148,000 | 10,052,000 | 5,814,000 | ||
Investment Services Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Investment services fees | 3,600,000 | 4,200,000 | 5,000,000 | 8,200,000 | |||
Financing coordination fees capitalized as part of investment | |||||||
Related Party Transaction [Line Items] | |||||||
Investment service fees capitalized | 0 | 800,000 | 0 | 1,300,000 | |||
Construction management fees capitalized | 200,000 | 90,000 | 500,000 | 100,000 | |||
Asset management fees capitalized | $ 200,000 | $ 70,000 | $ 300,000 | $ 100,000 | |||
[1] | For the quarter and six months ended June 30, 2015, the Company incurred approximately $3.6 million and $5.0 million, respectively, in investment service fees. No investment services fees were capitalized for the quarter and six months ended June 30, 2015. For the quarter and six months ended June 30, 2014, Company incurred approximately $4.2 million and $8.2 million, respectively, in investment service fees, of which approximately $0.8 million and $1.3 million, respectively, were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. Investment services fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | ||||||
[2] | There were no financing coordination fees for the quarter and six months ended June 30, 2015. For the quarter and six months ended June 30, 2014, the Company incurred approximately $0.2 million and $0.2 million, respectively, in financing coordination fees of which $0.2 million and $0.2 million, respectively, have been capitalized and included in its investment in the Windsor Manor Joint Venture. | ||||||
[3] | For the quarter and six months ended June 30, 2015, the Company incurred approximately $5.2 million and $10.1 million, respectively, in asset management fees payable to the Advisor of which approximately $0.9 million and $1.4 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.2 million and $0.3 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. For the quarter and six months ended June 30, 2014, the Company incurred approximately $3.1 million and $5.8 million, respectively, in asset management fees payable to the Advisor of which approximately $2.0 million and $2.9 million, respectively, was settled in accordance with the terms of the Advisor Expense Support Agreement and approximately $0.07 million and $0.1 million, respectively, was capitalized for each period and included in real estate under development in the accompanying condensed consolidated balance sheets. |
Amounts Related to Derivative F
Amounts Related to Derivative Financial Instruments Included in Unconsolidated Entities in Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 138,698 | |
Strike | [2] | 1.70% | |
Credit Spread | [2] | 2.00% | |
Trade date | Jan. 9, 2015 | ||
Forward date | Dec. 10, 2015 | ||
Maturity date | Dec. 22, 2019 | ||
Fair value asset (liability) | $ (562) | ||
Derivative Financial Instruments One | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 12,421 | |
Strike | [2] | 1.30% | |
Credit Spread | [2] | 2.60% | |
Trade date | Jan. 17, 2013 | ||
Forward date | Jan. 15, 2015 | ||
Maturity date | Jan. 16, 2018 | ||
Fair value asset (liability) | $ (118) | $ (71) | |
Derivative Financial Instruments Two | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 38,255 | |
Strike | [2] | 2.70% | |
Credit Spread | [2] | 2.50% | |
Trade date | Sep. 6, 2013 | ||
Forward date | Aug. 17, 2015 | ||
Maturity date | Jul. 10, 2018 | ||
Fair value asset (liability) | $ (1,641) | (1,228) | |
Derivative Financial Instruments Three | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 26,067 | |
Strike | [2] | 2.80% | |
Credit Spread | [2] | 2.50% | |
Trade date | Sep. 6, 2013 | ||
Forward date | Aug. 17, 2015 | ||
Maturity date | Aug. 29, 2018 | ||
Fair value asset (liability) | $ (1,197) | (906) | |
Derivative Financial Instruments Four | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 30,000 | |
Strike | [2] | 1.10% | |
Credit Spread | [2] | 2.70% | |
Trade date | Oct. 22, 2013 | ||
Forward date | Aug. 5, 2015 | ||
Fair value asset (liability) | (82) | ||
Derivative Financial Instruments Five | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 29,952 | |
Strike | [2] | 0.90% | |
Credit Spread | [2] | 4.30% | |
Trade date | Nov. 13, 2013 | ||
Forward date | May 11, 2015 | ||
Fair value asset (liability) | (74) | ||
Derivative Financial Instruments Six | |||
Derivative [Line Items] | |||
Initial Notional Amount | [3] | $ 11,000 | |
Strike | [2] | 3.00% | |
Trade date | Jun. 27, 2014 | ||
Forward date | Jun. 30, 2014 | ||
Maturity date | Jun. 30, 2017 | ||
Fair value asset (liability) | $ 2 | 10 | |
Derivative Financial Instruments Seven | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 48,415 | |
Strike | [2] | 2.40% | |
Credit Spread | [2] | 2.90% | |
Trade date | Aug. 15, 2014 | ||
Forward date | Jun. 1, 2016 | ||
Maturity date | Jun. 2, 2019 | ||
Fair value asset (liability) | $ (695) | (270) | |
Derivative Financial Instruments Eight | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 84,251 | |
Strike | [2] | 2.30% | |
Credit Spread | [2] | 2.40% | |
Trade date | Sep. 12, 2014 | ||
Forward date | Aug. 1, 2015 | ||
Maturity date | Jul. 15, 2019 | ||
Fair value asset (liability) | $ (2,284) | (1,326) | |
Derivative Financial Instruments Nine | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 7,129 | |
Strike | [2] | 1.20% | |
Credit Spread | [2] | 2.30% | |
Trade date | Nov. 12, 2014 | ||
Forward date | Nov. 15, 2014 | ||
Maturity date | Oct. 15, 2017 | ||
Fair value asset (liability) | $ (56) | (35) | |
Derivative Financial Instruments Ten | |||
Derivative [Line Items] | |||
Initial Notional Amount | [1] | $ 175,000 | |
Strike | [2] | 1.60% | |
Credit Spread | [2] | 2.00% | |
Trade date | Dec. 23, 2014 | ||
Forward date | Dec. 19, 2014 | ||
Maturity date | Feb. 19, 2019 | ||
Fair value asset (liability) | $ (1,710) | $ (881) | |
[1] | Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying condensed consolidated balance sheets. | ||
[2] | The all-in rates are equal to the sum of the Strike and Credit Spread detailed above. | ||
[3] | Amounts related to the interest rate cap held by the Windsor Manor Joint Venture for which the proportionate amounts of fair value relative to the Company’s ownership percentage are included in investments in unconsolidated entities in the accompanying condensed consolidated balance sheets. |
Aggregate Proceeds from Offerin
Aggregate Proceeds from Offerings (Detail) - USD ($) shares in Millions, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Subscription | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $ 1,466.8 | $ 1,114.2 |
Shares issued | 143.6 | 110.2 |
Subscription | IPO | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $ 1,271.4 | $ 1,114.2 |
Shares issued | 125.1 | 110.2 |
Subscription | Follow-On Offering | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $ 195.4 | |
Shares issued | 18.5 | |
Reinvestment Plan | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $ 43.3 | $ 27.1 |
Shares issued | 4.4 | 2.8 |
Reinvestment Plan | IPO | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $ 27.1 | $ 27.1 |
Shares issued | 2.8 | 2.8 |
Reinvestment Plan | Follow-On Offering | ||
Dividends Payable [Line Items] | ||
Aggregate offering proceeds received from public offering | $ 16.2 | |
Shares issued | 1.6 |
Historical Share Prices in Its
Historical Share Prices in Its Offerings, Including the Prices Pursuant To the Reinvestment Plan and the Company's Monthly Cash and Stock Distributions per Share (Detail) - $ / shares | Aug. 02, 2015 | Jul. 02, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Aug. 12, 2015 | Nov. 03, 2014 | Aug. 01, 2015 | Jul. 01, 2015 | |
Dividends Payable [Line Items] | |||||||||
Offering Price per Share | $ 10.14 | ||||||||
Monthly Stock Distributions | 2,000,000 | 1,000,000 | |||||||
Reinvestment Plan | |||||||||
Dividends Payable [Line Items] | |||||||||
Offering Price per Share | 9.64 | ||||||||
Subsequent Event | |||||||||
Dividends Payable [Line Items] | |||||||||
Offering Price per Share | $ 10.58 | ||||||||
Monthly Cash Distributions | $ 0.0353 | $ 0.0353 | |||||||
Monthly Stock Distributions | 0.0025 | 0.0025 | |||||||
Subsequent Event | Reinvestment Plan | |||||||||
Dividends Payable [Line Items] | |||||||||
Offering Price per Share | 10.06 | ||||||||
Cash distributions | |||||||||
Dividends Payable [Line Items] | |||||||||
Monthly Cash Distributions | [1] | $ 0.0338 | |||||||
Cash distributions | Subsequent Event | |||||||||
Dividends Payable [Line Items] | |||||||||
Monthly Cash Distributions | [1] | $ 0.0353 | |||||||
Stock distributions | |||||||||
Dividends Payable [Line Items] | |||||||||
Monthly Stock Distributions | 0.0025 | ||||||||
Stock distributions | Subsequent Event | |||||||||
Dividends Payable [Line Items] | |||||||||
Monthly Stock Distributions | 0.0025 | ||||||||
[1] | Monthly cash distributions were effective and payable to all common stockholders of record as of the close of business on the first business day in the month subsequent to the announcement of the Company’s NAV (i.e. December 1, 2014 for the current Offering price). |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Equity [Line Items] | |||
Cash distribution declared | $ 28,143 | $ 13,300 | $ 31,919 |
Cash paid to stockholders | $ 11,900 | $ 6,000 | |
Stock distributions, shares | 2 | 1 | |
Redemptions of common stock | $ 3,805 | $ 2,996 | |
Common Stock Redemption | |||
Equity [Line Items] | |||
Redemption of common stock, shares | 0.4 | 0.1 | |
Redemption of common stock, per share | $ 9.51 | $ 9.13 | |
Redemptions of common stock | $ 3,800 | $ 900 | |
Reinvestment Plan | |||
Equity [Line Items] | |||
Cash distribution declared | $ 16,200 | $ 7,300 |
Tax Composition of Company's Di
Tax Composition of Company's Distributions Declared (Detail) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Distribution of Profits [Line Items] | ||
Return of capital | 65.50% | 74.60% |
Ordinary Income | ||
Distribution of Profits [Line Items] | ||
Taxable as ordinary income | 34.50% | 25.40% |
Effect of Derivative Financial
Effect of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain(loss) recognized in other comprehensive loss, effective portion | $ 1,802 | $ (821) | $ (3,396) | $ (1,070) |
Gain (loss) reclassified from AOCI into earnings (Effective Portion) | 512 | 1,097 | ||
Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain(loss) recognized in other comprehensive loss, effective portion | 1,642 | (723) | (3,624) | (946) |
Gain (loss) reclassified from AOCI into earnings (Effective Portion) | 674 | 1,333 | ||
Interest Rate Swap 2 | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain(loss) recognized in other comprehensive loss, effective portion | 162 | 236 | ||
Gain (loss) reclassified from AOCI into earnings (Effective Portion) | (162) | (236) | ||
Interest Rate Cap Held by Unconsolidated Joint Venture | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain(loss) recognized in other comprehensive loss, effective portion | $ (2) | (9) | $ (8) | (9) |
Interest Rate Swap Held by Unconsolidated Joint Venture | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain(loss) recognized in other comprehensive loss, effective portion | $ (89) | $ (115) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 02, 2015shares | Jul. 31, 2015USD ($)Property | Jul. 02, 2015shares | Aug. 03, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | Aug. 01, 2015$ / shares | Jul. 01, 2015$ / shares |
Subsequent Event [Line Items] | ||||||||
Purchase Price | $ 271,429 | $ 388,207 | ||||||
Stock distributions, shares | shares | 2,000,000 | 1,000,000 | ||||||
Cash Distribution | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash and stock distribution to be paid and distributed, date | Sep. 30, 2015 | |||||||
Stock Distribution | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash and stock distribution to be paid and distributed, date | Sep. 30, 2015 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase Price | $ 195,000 | |||||||
Additional subscription received | $ 59,700 | |||||||
Additional subscription proceeds received, shares | shares | 5,700,000 | |||||||
Monthly cash distribution, per share | $ / shares | $ 0.0353 | $ 0.0353 | ||||||
Stock distributions, shares | shares | 0.0025 | 0.0025 | ||||||
Subsequent Event | Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase Price | $ 165,000 | |||||||
Subsequent Event | Southeast Seniors Housing Portfolio | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of senior housing communities acquired | Property | 5 | |||||||
Purchase Price | $ 195,000 |
Acquisition of Senior Housing C
Acquisition of Senior Housing Communities in Georgia, Texas and Florida (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Subsequent Event [Line Items] | ||||
Purchase Price | $ 271,429 | $ 388,207 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Purchase Price | $ 195,000 | |||
Subsequent Event | Parc at Duluth | ||||
Subsequent Event [Line Items] | ||||
Location | Duluth, GA | |||
Structure | [1] | Triple-net Lease | ||
Date Acquired | Jul. 31, 2015 | |||
Purchase Price | $ 52,800 | |||
Subsequent Event | Parc at Piedmont | ||||
Subsequent Event [Line Items] | ||||
Location | Marietta, GA | |||
Structure | [1] | Triple-net Lease | ||
Date Acquired | Jul. 31, 2015 | |||
Purchase Price | $ 50,800 | |||
Subsequent Event | The Pavilion at Great Hills | ||||
Subsequent Event [Line Items] | ||||
Location | Austin, TX | |||
Structure | Managed | |||
Date Acquired | Jul. 31, 2015 | |||
Purchase Price | $ 35,000 | |||
Subsequent Event | The Hampton at Meadows Place | ||||
Subsequent Event [Line Items] | ||||
Location | Meadows Place, TX | |||
Structure | Managed | |||
Date Acquired | Jul. 31, 2015 | |||
Purchase Price | $ 28,400 | |||
Subsequent Event | The Beacon at Gulf Breeze | ||||
Subsequent Event [Line Items] | ||||
Location | Gulf Breeze, FL | |||
Structure | Managed | |||
Date Acquired | Jul. 31, 2015 | |||
Purchase Price | $ 28,000 | |||
[1] | At the acquisition date, these properties were structured under an interim lease arrangement with a third-party operator. Upon completion of certain post-closing conditions, the structure will be converted to a property management agreement with the third-party operator under RIDEA. |
Preliminary Allocation of Purch
Preliminary Allocation of Purchase Price for Properties and Estimated Fair Values of Assets Acquired (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||||
Land and land improvements | $ 31,389 | $ 32,280 | ||
Buildings and building improvements | 207,065 | 313,838 | ||
Furniture, fixtures and equipment | 1,878 | 10,014 | ||
Intangibles | [1] | 33,935 | 42,296 | |
Net assets acquired | $ 271,429 | $ 369,421 | ||
Subsequent Event | ||||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ||||
Land and land improvements | $ 12,795 | |||
Buildings and building improvements | 163,160 | |||
Furniture, fixtures and equipment | 4,345 | |||
Intangibles | [2] | 14,700 | ||
Net assets acquired | $ 195,000 | |||
[1] | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles for the six months ended June 30, 2015 and 2014 was approximately 10.9 years and 4.0 years, respectively. The acquired lease intangibles during the six months ended June 30, 2015 were comprised of approximately $30.6 million and $3.3 million of in-place lease intangibles and other lease intangibles, respectively, and the acquired lease intangibles during the six months ended June 30, 2014 were comprised of approximately $38.1 million and $4.2 million of in-place lease intangibles and other lease intangibles, respectively. | |||
[2] | At the acquisition date, the weighted-average amortization period on the acquired lease intangibles is estimated at approximately 2.5 years. |
Preliminary Allocation of Pur80
Preliminary Allocation of Purchase Price for Properties and Estimated Fair Values of Assets Acquired (Parenthetical) (Detail) | Jul. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | |||
Weighted-average amortization period on the acquired lease intangibles | 10 years 10 months 24 days | 4 years | |
Subsequent Event | |||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | |||
Weighted-average amortization period on the acquired lease intangibles | 2 years 6 months |