Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
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 | 174,817,674 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Real estate assets: | |||
Real estate investment properties, net (including VIEs $138,534 and $103,691, respectively) | $ 2,453,778 | $ 2,451,538 | |
Real estate under development, including land (including VIEs $57,720 and $58,994, respectively) | 67,313 | 62,521 | |
Total real estate assets, net | 2,521,091 | 2,514,059 | |
Intangibles, net (including VIEs $3,461 and $4,015, respectively) | 146,218 | 172,452 | |
Cash (including VIEs $1,029 and $3,904, respectively) | 65,436 | 68,922 | |
Deferred rent and lease incentives (including VIEs $3,110 and $3,096, respectively) | 31,455 | 23,477 | |
Other assets (including VIEs $856 and $1,000, respectively) | 21,998 | 23,334 | |
Real estate held for sale | 18,257 | 18,638 | |
Restricted cash (including VIEs $647 and $974, respectively) | 12,060 | 10,287 | |
Total assets | 2,816,515 | 2,831,169 | |
Liabilities: | |||
Mortgages and other notes payable, net (including VIEs $103,191 and $85,093, respectively) | 920,826 | 831,825 | |
Credit facilities | 601,515 | 656,284 | |
Accounts payable and accrued liabilities (including VIEs $14,561 and $11,412, respectively) | 57,469 | 40,217 | |
Other liabilities (including VIEs $1,533 and $1,387, respectively) | 48,009 | 41,938 | |
Due to related parties (including VIEs $126 and $136, respectively) | [1] | 3,058 | 1,803 |
Total liabilities | 1,630,877 | 1,572,067 | |
Commitments and contingencies (Note 11) | |||
Redeemable noncontrolling interest | 528 | 551 | |
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, 178,017 and 175,824 shares issued, and 174,818 and 174,430 shares outstanding, respectively | 1,749 | 1,744 | |
Capital in excess of par value | 1,528,745 | 1,528,781 | |
Accumulated loss | (177,660) | (151,146) | |
Accumulated distributions | (149,535) | (112,543) | |
Accumulated other comprehensive loss | (19,638) | (9,747) | |
Total stockholders' equity | 1,183,661 | 1,257,089 | |
Noncontrolling interest | 1,449 | 1,462 | |
Total equity | 1,185,638 | 1,259,102 | |
Total liabilities and equity | $ 2,816,515 | $ 2,831,169 | |
[1] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Real estate investment properties, net | $ 2,453,778 | $ 2,451,538 | |
Real estate under development, including land | 67,313 | 62,521 | |
Intangibles, net | 146,218 | 172,452 | |
Cash | 65,436 | 68,922 | |
Deferred rent and lease incentives | 31,455 | 23,477 | |
Other assets | 21,998 | 23,334 | |
Restricted cash | 12,060 | 10,287 | |
Mortgages and other notes payable, net | 920,826 | 831,825 | |
Other liabilities | 48,009 | 41,938 | |
Accounts payable and accrued liabilities | 57,469 | 40,217 | |
Due to related parties | [1] | $ 3,058 | $ 1,803 |
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 | 178,017,000 | 175,824,000 | |
Common stock, shares outstanding | 174,818,000 | 174,430,000 | |
VIEs | |||
Real estate investment properties, net | $ 138,534 | $ 103,691 | |
Real estate under development, including land | 57,720 | 58,994 | |
Intangibles, net | 3,461 | 4,015 | |
Cash | 1,029 | 3,904 | |
Deferred rent and lease incentives | 3,110 | 3,096 | |
Other assets | 856 | 1,000 | |
Restricted cash | 647 | 974 | |
Mortgages and other notes payable, net | 103,191 | 85,093 | |
Other liabilities | 1,533 | 1,387 | |
Accounts payable and accrued liabilities | 14,561 | 11,412 | |
Due to related parties | $ 126 | $ 136 | |
[1] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Rental income from operating leases | $ 31,119 | $ 22,231 | $ 61,695 | $ 43,871 |
Resident fees and services | 57,979 | 41,725 | 115,323 | 81,757 |
Tenant reimbursement income | 4,943 | 3,520 | 9,983 | 6,881 |
Total revenues | 94,041 | 67,476 | 187,001 | 132,509 |
Operating expenses: | ||||
Property operating expenses | 46,438 | 32,852 | 92,474 | 65,165 |
General and administrative | 3,611 | 2,565 | 6,948 | 4,584 |
Acquisition fees and expenses | 46 | 4,536 | 151 | 6,866 |
Asset management fees | 5,713 | 4,131 | 12,366 | 8,341 |
Property management fees | 4,695 | 3,363 | 9,165 | 6,616 |
Contingent purchase price consideration adjustment | (750) | (321) | (750) | (321) |
Impairment provision | 4,661 | |||
Loss on lease terminations | 785 | 863 | ||
Depreciation and amortization | 31,574 | 24,000 | 64,139 | 47,293 |
Total operating expenses | 91,327 | 71,126 | 185,278 | 144,068 |
Operating income (loss) | 2,714 | (3,650) | 1,723 | (11,559) |
Other income (expense): | ||||
Interest and other income | 17 | 50 | 45 | 110 |
Interest expense and loan cost amortization | (14,799) | (9,513) | (28,037) | (19,379) |
Equity in earnings (loss) of unconsolidated entity | 34 | (280) | (86) | (505) |
Total other expense | (14,748) | (9,743) | (28,078) | (19,774) |
Loss before income taxes | (12,034) | (13,393) | (26,355) | (31,333) |
Income tax expense | (55) | (22) | (175) | (86) |
Net loss | (12,089) | (13,415) | (26,530) | (31,419) |
Less: Net loss attributable to noncontrolling interest | (17) | (5) | (16) | (10) |
Net loss attributable to common stockholders | $ (12,072) | $ (13,410) | $ (26,514) | $ (31,409) |
Net loss per share of common stock (basic and diluted) | $ (0.07) | $ (0.09) | $ (0.15) | $ (0.23) |
Weighted average number of shares of common stock outstanding (basic and diluted) | 175,489 | 146,257 | 175,085 | 139,113 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (12,089) | $ (13,415) | $ (26,530) | $ (31,419) |
Other comprehensive income (loss): | ||||
Unrealized income (loss) on derivative financial instruments, net | (1,966) | 1,642 | (9,914) | (3,624) |
Reclassification of cash flow hedges upon derecognition | 162 | 236 | ||
Reclassification of cash flow hedges due to ineffectiveness | 5 | 24 | ||
Unrealized loss on derivative financial instruments of equity method investments | (2) | (1) | (8) | |
Total other comprehensive income (loss) | (1,961) | 1,802 | (9,891) | (3,396) |
Comprehensive loss | (14,050) | (11,613) | (36,421) | (34,815) |
Less: Comprehensive loss attributable to noncontrolling interest | (17) | (5) | (16) | (10) |
Comprehensive loss attributable to common stockholders | $ (14,033) | $ (11,608) | $ (36,405) | $ (34,805) |
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 | Additional Paid-in Capital | Retained Earnings | Accumulated Distributions in Excess of Net Income | AOCI Attributable to Parent | Stockholders Equity | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2014 | $ 872,160 | $ 568 | $ 1,163 | $ 1,007,326 | $ (83,091) | $ (49,342) | $ (4,864) | $ 871,192 | $ 400 |
Beginning Balance (in shares) at Dec. 31, 2014 | 116,256 | ||||||||
Subscriptions received for common stock through reinvestment plan | 368,864 | $ 350 | 368,514 | 368,864 | |||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 35,019 | ||||||||
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 income (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 ($0.2116 per share) | (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 | 152,878 | ||||||||
Beginning Balance at Dec. 31, 2015 | $ 1,259,102 | 551 | $ 1,744 | 1,528,781 | (151,146) | (112,543) | (9,747) | 1,257,089 | 1,462 |
Beginning Balance (in shares) at Dec. 31, 2015 | 174,430 | 174,430 | |||||||
Subscriptions received for common stock through reinvestment plan | $ 21,383 | $ 22 | 21,361 | 21,383 | |||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 2,193 | ||||||||
Redemptions of common stock | (17,564) | $ (17) | (17,547) | (17,564) | |||||
Redemption of common stock, shares | (1,805) | ||||||||
Net income (loss) | (26,530) | (23) | (26,514) | (26,514) | 7 | ||||
Other comprehensive loss | (9,891) | (9,891) | (9,891) | ||||||
Distribution to holder of noncontrolling interest | (20) | (20) | |||||||
Distribution to holder of promoted interest | (3,850) | (3,850) | (3,850) | ||||||
Cash distributions declared and paid or reinvested ($0.2116 per share) | (36,992) | (36,992) | (36,992) | ||||||
Ending Balance at Jun. 30, 2016 | $ 1,185,638 | $ 528 | $ 1,749 | $ 1,528,745 | $ (177,660) | $ (149,535) | $ (19,638) | $ 1,183,661 | $ 1,449 |
Ending Balance (in shares) at Jun. 30, 2016 | 174,818 | 174,818 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Unaudited) (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Statement Of Stockholders Equity [Abstract] | ||
Cash distributions, declared and paid per share | $ 0.2116 | $ 0.2116 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||
Net cash flows provided by operating activities | $ 34,749 | $ 22,074 |
Investing activities: | ||
Acquisition of properties | (270,180) | |
Development of properties | (37,699) | (33,772) |
Capital expenditures | (5,425) | (3,432) |
Changes in restricted cash | (1,773) | 4,005 |
Payment of leasing costs | (1,444) | (1,370) |
Deposits on real estate | (500) | (4,125) |
Net cash used in investing activities | (46,841) | (308,874) |
Financing activities: | ||
Subscriptions received for common stock through public offering | 352,598 | |
Payment of stock issuance and offering costs | (32) | (37,429) |
Distributions to stockholders, net of distribution reinvestments | (15,609) | (11,876) |
Distribution to holder of promoted interest | (1,850) | |
Distributions to holder of noncontrolling interest | (20) | (8) |
Redemptions of common stock | (5,433) | (2,814) |
Draws under credit facilities | 35,113 | 50,000 |
Repayments on credit facilities | (90,250) | (31,403) |
Proceeds from mortgage and other notes payable | 98,561 | 74,631 |
Principal payments on mortgage and other notes payable | (9,749) | (75,480) |
Lender deposits | (65) | |
Purchase of interest rate cap | (587) | |
Payment of loan costs | (1,473) | (1,148) |
Net cash flows provided by financing activities | 8,606 | 317,071 |
Net increase (decrease) in cash | (3,486) | 30,271 |
Cash at beginning of period | 68,922 | 91,355 |
Cash at end of period | 65,436 | 121,626 |
Amounts incurred but not paid (including amounts due to related parties): | ||
Accrued development costs | 14,643 | 8,598 |
Redemptions payable | 14,870 | $ 1,863 |
Distribution to holder of promoted interest | $ 2,000 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization CNL Healthcare Properties, Inc. (“Company”) was incorporated on June 8, 2010 and 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 an affiliate of CNL Financial Group, LLC (“Sponsor”). The Sponsor is an affiliate of CNL Financial Group, Inc. (“CNL”) and CNL Securities Corp. (“Managing Dealer”), the managing dealer of the Company’s public offerings (“Offerings”). 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 September 30, 2015, the Company completed its Offerings pursuant to a registration statement on Form S-11 under the Securities Act of 1933 with the Securities and Exchange Commission (“SEC”). In October 2015, the Company deregistered the unsold shares of its common stock under its previous registration statement on Form S-11, except for 20,000,000 shares that the Company concurrently registered on Form S-3 under the Securities Exchange Act of 1933 with the SEC for the sale of additional shares of common stock through its distribution reinvestment plan (“Reinvestment Plan”). With the completion of the Offerings, the Company’s focus is on actively managing a diversified portfolio of healthcare real estate or real estate-related assets within the seniors housing, medical office, post-acute care and acute care asset classes. The types of seniors housing that the Company has acquired include independent and assisted living facilities, continuing care retirement communities, and Alzheimer’s / memory care facilities. The types of medical offices that the Company has acquired include medical office buildings (“MOB”), 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 has acquired include skilled nursing facilities and inpatient rehabilitative hospitals. The types of acute care facilities that the Company has acquired 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 has primarily leased its seniors housing properties to wholly owned TRS entities and engaged independent third-party managers under management agreements to operate the properties under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures; however, the Company has also leased 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 have been leased on a triple-net, net or modified gross basis to third-party tenants. In addition, most of the Company’s investments have been wholly owned, although, it has invested through partnerships with other entities where it is believed to be appropriate and beneficial. The Company has and continues to invest in existing property developments or properties that have not reached full stabilization. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 may not be indicative of the results that may be expected for the year ending December 31, 2016. Amounts as of December 31, 2015 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, 2015. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant assumptions are made in the allocation of purchase price, the analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted stock shares issued to the Advisor or Property Manager. Accordingly, actual results could differ from those estimates. Real Estate Held For Sale — The Company classifies the assets associated with any property as held for sale once management has the authority to approve and commits to a plan to sell the property, the property is available for immediate sale, there is an active program to locate a buyer, the sale of the property is probable and the transfer of the property is expected to occur within one year. Upon the determination to classify a property as held for sale, the Company ceases recording further depreciation and amortization relating to the associated assets and those assets are measured at the lower of its carrying amount or fair value less disposition costs and are presented separately in the consolidated balance sheets for all periods presented. In addition, the Company classifies real estate held for sale as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. 2. Summary of Significant Accounting Policies (continued) Adopted Accounting Pronouncements — In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the VIE 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 retrospectively adopted ASU 2015-02 on January 1, 2016; the adoption of which modified the Company’s identification and conclusions for certain entities from variable interest entities to voting interest entities and resulted in the removal of the required disclosures related to those entities, but did not have a material impact to the Company’s consolidated financial position, results of operations or cash flows as the Company’s consolidation determinations for all of its VIEs remained unchanged. In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): 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 FASB subsequently issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which clarifies that, given the absence of authoritative guidance in ASU 2015-03 regarding presentation and subsequent measurement of loan costs related to line-of-credit arrangements, the SEC Staff would not object to an entity deferring and presenting loan costs as an asset and subsequently amortizing the loan costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted ASU 2015-03 on January 1, 2016; the adoption of which impacted the Company’s presentation of its consolidated financial position but did not have a material impact on the Company’s consolidated results of operations or cash flows. Accordingly, the Company has retrospectively adjusted the presentation of loan costs for all periods presented. The following table provides additional details by financial statement line item of the adjusted presentation in the Company’s condensed consolidated balance sheet as of December 31, 2015 (in thousands): As Filed Adjusted December 31, December 31, 2015 Adjustments 2015 Other assets $ 21,302 $ 2,032 $ 23,334 Loan costs, net $ 14,358 $ (14,358) $ ― Mortgages and other notes payable, net $ 840,435 $ (8,610) $ 831,825 Credit facilities $ 660,000 $ (3,716) $ 656,284 In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. 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 Company adopted ASU 2015-16 on January 1, 2016; the adoption of which did not have a material impact to its consolidated financial position, results of operations or cash flows. 2. Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new ASC topic (Topic 606). The core principle of this ASU 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 ASU 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). The FASB subsequently issued ASU 2015-14 to defer the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption permitted. ASU 2014-09 can be adopted using one of two retrospective transition methods: (i) retrospectively to each prior reporting period presented or (ii) as a cumulative-effect adjustment as of the date of adoption. The Company has not yet selected a transition method and is currently evaluating the impact this ASU will have on the Company’s consolidated financial position, results of operations and cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): Accounting for Leases,” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The ASU requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU further modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The ASU will also require qualitative and quantitative disclosures designed to give financial statement users additional information on the amount, timing, and uncertainty of cash flows arising from leases. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The ASU is to be applied using a modified retrospective approach. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated financial position, results of operations and cash flows. |
Real Estate Assets, net
Real Estate Assets, net | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate Assets, net | 3. Real Estate Assets, net The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of June 30, 2016 and December 31, 2015 are as follows (in thousands): June 30, December 31, 2016 2015 Land and land improvements $ 232,558 $ 227,019 Building and building improvements 2,312,920 2,281,342 Furniture, fixtures and equipment 63,426 58,825 Less: accumulated depreciation (155,126) (115,648) Real estate investment properties, net 2,453,778 2,451,538 Real estate under development, including land 67,313 62,521 Total real estate assets, net $ 2,521,091 $ 2,514,059 Depreciation expense on the Company’s real estate investment properties, net was approximately $20.0 million and $39.9 million for the quarter and six months ended June 30, 2016, respectively, and approximately $14.3 million and $27.9 million for the quarter and six months ended June 30, 2015. During 2016, the Company completed the construction on the final phase of the Raider Ranch community in Lubbock, Texas and certain phases of the Watercrest at Katy community in Katy, Texas. As such, the asset values related to these completed developments are included in real estate investment properties, net in the accompanying condensed consolidated balance sheet as of June 30, 2016. Real Estate Held For Sale In June 2016, the Company committed to a plan to sell the Dogwood Forest of Acworth property and classified the associated real estate as held for sale as of June 30, 2016. The sale of the Dogwood Forest of Acworth Property would not cause a strategic shift in the Company nor was it considered individually significant; therefore, it does not qualify as discontinued operations under ASU 2014-08. As of June 30, 2016 and December 31, 2015, real estate held for sale consisted of the following (in thousands): June 30, December 31, 2016 2015 Land and land improvements $ 2,027 $ 2,027 Building and building improvements 15,994 15,994 Furniture, fixtures and equipment 1,785 1,776 Less: accumulated depreciation (1,549) (1,159) Total real estate held for sale $ 18,257 $ 18,638 3. Real Estate Assets, net (continued) As of June 30, 2016, 10 of the Company’s seniors housing communities and one post-acute care facility have real estate under development or expansion / conversion projects with third-party developers as follows (in thousands): Property Name (and Location) Developer Real Estate Development Costs Incurred (1) Remaining Development Budget (2) Development Properties Watercrest at Katy (Katy, TX) (3) South Bay Partners, Ltd $ 7,914 $ 7,695 Welbrook Senior Living Grand Junction (Grand Junction, CO) Embree Asset Group, Inc. 6,870 7,676 Waterstone (Greenville, SC) T&D Greenville, LLC 14,743 15,386 Wellmore of Lexington (Lexington, SC) Maxwell Group, Inc. 20,898 36,419 Dogwood Forest of Grayson (Grayson, GA) Solomon Development Services, LLC 8,114 20,559 Fieldstone at Pear Orchard (Yakima, WA) (4) Cascadia Development, LLC 6,697 9,377 Expansion / Conversion Projects Town Village (Oklahoma City, OK) South Bay Partners, Ltd 424 1,077 Tranquillity at Fredericktowne (Frederick, MD) Capital Health Partners 654 5,242 Brookridge Heights Assisted Living & Memory Care (Marquette, MI) Capital Health Partners 490 4,335 Isle at Watercrest Bryan (Bryan, TX) JEA Senior Living 239 163 Isle at Cedar Ridge (Cedar Park, TX) JEA Senior Living 270 132 $ 67,313 $ 108,061 _____________ FOOTNOTES: (1) This amount represents land and total capitalized costs for GAAP purposes for the acquisition, development and construction of the seniors housing community or post-acute care facility as of June 30, 2016. 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%. (4) This property is owned through a joint venture in which the Company’s initial ownership interest is 75%. The development budgets include the cost of the land, construction costs, development fees, financing costs, start-up costs and initial operating deficits of the respective properties. Generally, the Company has delegated to an affiliate of the developer of the respective community the management and administration of the development and construction. Each developer is generally responsible for any cost overruns beyond the approved development budget for the applicable project pursuant to a cost overrun guarantee. Some of these developments were deemed to be VIEs; refer to Note 5. “Variable Interest Entities” for additional information. |
Intangibles, net
Intangibles, net | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles, net | 4. Intangibles, net The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of June 30, 2016 and December 31, 2015 are as follows (in thousands): June 30, December 31, 2016 2015 In-place lease intangibles $ 220,199 $ 220,917 Above-market lease intangibles 13,858 13,960 Below-market ground lease intangibles 12,470 12,470 Less: accumulated amortization (100,309) (74,895) Intangible assets, net $ 146,218 $ 172,452 Below-market lease intangibles $ (12,060) $ (12,095) Above-market ground lease intangibles (3,488) (3,488) Less: accumulated amortization 3,431 2,581 Intangible liabilities, net (1) $ (12,117) $ (13,002) ____________ FOOTNOTE: (1) Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. Amortization on the Company’s intangible assets was approximately $12.2 million and $25.4 million for the quarter and six months ended June 30, 2016, of which approximately $0.5 million and $1.0 million, respectively, were treated as a reduction of rental income from operating leases, approximately $0.1 million and $0.2 million, respectively, were treated as an increase of property operating expenses and approximately $11.6 million and $24.2 million, respectively, were included in depreciation and amortization. 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 liabilities was approximately $0.4 million and $0.8 million for the quarter and six months ended June 30, 2016, of which approximately $0.4 million and $0.8 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, 2015, amortization on the Company’s intangible liabilities was approximately $0.3 million and $0.8 million, 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 were treated as a reduction of property operating expenses. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | 5. Variable Interest Entities 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, 2016 and December 31, 2015 are as follows (in thousands): June 30, December 31, 2016 2015 Assets: Real estate investment properties, net $ 138,534 $ 103,691 Real estate under development, including land $ 57,720 $ 58,994 Intangibles, net $ 3,461 $ 4,015 Cash $ 1,029 $ 3,904 Deferred rent and lease incentives $ 3,110 $ 3,096 Other assets $ 856 $ 1,000 Restricted cash $ 647 $ 974 Liabilities: Mortgages and other notes payable, net $ 103,191 $ 85,093 Accounts payable and accrued liabilities $ 1,215 $ 743 Accrued development costs $ 13,346 $ 10,669 Other liabilities $ 1,533 $ 1,387 Due to related parties $ 126 $ 136 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 $83.9 million as of June 30, 2016. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs. As of June 30, 2016, the Company has 12 subsidiaries which are VIEs due to the following factors and circumstances: · Three of these subsidiaries are single property entities, designed to own and lease their respective properties to multiple tenants, which are subject to either a ground lease or an air rights lease that include buy-out and put options held by either the tenant or landlord under the applicable lease. These buy-out and put options have the potential to cap either the Company’s expected returns or its obligation to absorb the losses of the properties. · Six of these subsidiaries are entities with real estate under development or completed developments in which there is insufficient equity at risk due to the development nature of each entity. · Two of these subsidiaries are joint ventures with real estate under development in which there is insufficient equity at risk due to the development nature of each joint venture. · One of these subsidiaries is a joint venture in which the Company’s co-venture partner has an equity interest that consists of non-substantive protective voting rights, but not any participating or kick-out rights. The Company determined it is the primary beneficiary and holds a controlling financial interest in each of the aforementioned property and development entities due to its power to direct the activities that most significantly impact the economic performance of the entities, as well as its obligation to absorb the losses and its right to receive benefits from these entities that could potentially be significant to these entities. As such, the transactions and accounts of these VIEs are included in the accompanying condensed consolidated financial statements. |
Contingent Purchase Price Consi
Contingent Purchase Price Consideration | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Contingent Purchase Price Consideration | 6. Contingent Purchase Price Consideration The following table provides a roll-forward of the fair value of the Company’s aggregate contingent purchase price consideration for the quarter and six months ended June 30, 2016 and 2015 (in thousands): Quarter Ended June 30, 2016 Property Beginning asset (liability) as of March 31, 2016 Contingent Consideration Payment Change in Fair Value Ending asset (liability) as of June 30, 2016 Superior Residences of Panama City $ (3,000) ― ― $ (3,000) The Shores of Lake Phalen (750) ― 750 ― Siena Pavilion VI (3,750) ― ― (3,750) Center One 940 (97) ― 843 $ (6,560) (97) 750 $ (5,907) Quarter Ended June 30, 2015 Property Beginning asset as of March 31, 2015 Contingent Consideration Payment Change in Fair Value Ending asset as of June 30, 2015 Capital Health Communities $ 4,078 (2,579) 321 $ 1,820 $ 4,078 (2,579) 321 $ 1,820 Six Months Ended June 30, 2016 Property Beginning asset (liability) as of December 31, 2015 Contingent Consideration Payment Change in Fair Value Ending asset (liability) as of June 30, 2016 Superior Residences of Panama City $ (3,000) ― ― $ (3,000) The Shores of Lake Phalen (750) ― 750 ― Siena Pavilion VI (3,750) ― ― (3,750) Center One 1,019 (176) ― 843 $ (6,481) (176) 750 $ (5,907) Six Months Ended June 30, 2015 Property Beginning asset as of December 31, 2014 Contingent Consideration Payment Change in Fair Value Ending asset as of June 30, 2015 Capital Health Communities $ 4,078 (2,579) 321 $ 1,820 $ 4,078 (2,579) 321 $ 1,820 The fair value of the contingent purchase price consideration is 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, capitalization rates for the respective property and/or lease-up assumptions. |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | 7. Indebtedness The following table provides details of the Company’s indebtedness as of June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Mortgages payable and other notes payable: Fixed rate debt $ 386,942 $ 391,639 Variable rate debt (1) 542,526 449,017 Mortgages and other notes payable (2) 929,468 840,656 Premium (discount), net (3) (144) (221) Loan costs, net (8,498) (8,610) Total mortgages and other notes payable, net 920,826 831,825 Credit facilities: Revolving Credit Facility (4) (5) 154,863 225,000 First Term Loan Facility (1) 175,000 175,000 Second Term Loan Facility (5) 275,000 260,000 Loan costs, net related to Term Loan Facilities (3,348) (3,716) Total credit facilities, net 601,515 656,284 Total borrowings, net $ 1,522,341 $ 1,488,109 _____________ FOOTNOTES: (1) As of June 30, 2016 and December 31, 2015, the Company had entered into interest rate swaps with notional amounts of approximately $525.6 million and $480.7 million, respectively, which settle on a monthly basis. In addition, as of December 31, 2015, the Company had entered into a forward-starting interest rate swap for a total notional amount of approximately $48.4 million, in order to hedge its exposure to variable rate debt in future periods. Refer to Note 9. “Derivative Financial Instruments” for additional information. (2) As of June 30, 2016 and December 31, 2015, the Company’s mortgages and other notes payable are collateralized by 74 and 65 properties, respectively, with total carrying value of approximately $1.7 billion and $1.4 billion, respectively. (3) Premium (discount), net is reflective of the Company recording mortgage notes payable assumed at fair value on the respective acquisition date. (4) As of June 30, 2016 and December 31, 2015, availability under the Revolving Credit Facility was approximately $58.2 million and $20.0 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. (5) As of June 30, 2016 and December 31, 2015, the Company had entered into interest rate caps with a notional amounts of approximately $410.0 million and $260.0 million, respectively. Refer to Note 9. “Derivative Financial Instruments” for additional information. 7. Indebtedness (continued) The fair market value and carrying value of the mortgage and other notes payable was approximately $934.5 million and $920.8 million, respectively, and the fair market value and carrying value of the credit facilities was approximately $604.9 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. 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 indebtedness, (vi) maximum secured recourse debt, (vii) minimum unsecured interest coverage and (viii) 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, minimum weighted average occupancy, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. The limitations on distributions include 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. As of June 30, 2016, the Company was in compliance with all financial covenants and ratios. |
Related Party Arrangements
Related Party Arrangements | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | 8. Related Party Arrangements In March 2013, the Company entered into the advisor expense support and restricted stock agreement (“Advisor Expense Support Agreement”), whereby the Advisor agreed to provide expense support to the Company through forgoing the payment of fees in cash and acceptance of forfeitable restricted common stock (“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) (as defined in the Property Manager Expense Support Agreement) In exchange for services rendered and in consideration of the expense support provided, the Company issued, within 45 days following each Original Determination Date, a number of shares of restricted stock equal to the quotient of the expense support amounts provided by the Advisor and Property Manager for the preceding quarter divided by either: (1) the then-current public offering price per share of common stock during the Offerings or (2) the Company’s then-current net asset value (“NAV”) per share of common stock subsequent to the Offerings, on the terms and conditions and subject to the restrictions set forth in the Advisor Expense Support Agreement and the Property Manager Expense Support Agreement (“Original Expense Support Agreements”). Any amounts settled, and for which restricted stock shares were issued, pursuant to the Original Expense Support Agreements have been permanently settled and the Company has no further 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 invested capital plus a 6% cumulative, noncompounded annual return upon the 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 are treated as unissued for financial reporting purposes until the vesting criteria are met. In March 2016, the Company’s board of directors approved amended and restated expense support agreements with both the Advisor and Property Manager (“Amended Expense Support Agreements”) that are effective January 1, 2016 and change the calculation and determination date of the respective affiliate’s expense support amounts from each calendar quarter, on a non-cumulative basis, to each calendar year on a cumulative year-to-date basis (“Amended Determination Date”). Under the terms of the Amended Expense Support Agreements, for each quarter within a calendar expense support year, the Company will record a proportional estimate of the cumulative year-to-date period based on an estimate of expense support amounts for the calendar expense support year. Moreover, in exchange for services rendered and in consideration of the expense support provided under the Amended Expense Support Agreements, the Company will issue, within 90 days following the Amended Determination Date, a number of shares of restricted stock equal to the quotient of the expense support amounts provided by the Advisor and Property Manager for the preceding calendar year divided by the Company’s then-current NAV per share of common stock. The terms of the Amended Expense Support Agreements automatically renew 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. 8. Related Party Arrangements (continued) The following fees are expected to be or were settled and paid in the form of Restricted Stock in connection with the Amended Expense Support Agreements for the quarter and six months ended June 30, 2016 and the Original Expense Support Agreements for the quarter and six months ended June 30, 2015, and cumulatively as of June 30, 2016 under both agreements (in thousands, except offering price): Quarter ended Six Months Ended As of June 30, June 30, June 30, 2016 2015 2016 2015 2016 Asset management fees (1) $ 1,325 $ 868 $ 1,700 $ 1,413 $ 12,347 Then-current offering price or NAV (2) $ 9.75 $ 10.58 $ 9.75 $ 10.58 $ 9.75 Restricted Stock shares (3) 136 82 174 134 1,216 Cash distributions on Restricted Stock (4) $ 112 $ 68 $ 202 $ 122 $ 586 Stock distributions on Restricted Stock (5) ― 5 ― 9 21 ______________ FOOTNOTES: (1) No other amounts have been settled in accordance with the Amended Expense Support Agreements for the quarter and six months ended June 30, 2016, the Original Expense Support Agreements for the quarter and six months ended June 30, 2015, or cumulatively as of June 30, 2016 under either of the agreements. (2) The number of restricted stock shares granted to the Advisor in lieu of payment in cash is determined by dividing the expense support amount for the respective determination date by the then-current public offering price as of the Original Determination Date or by the then-current NAV per share as of the Amended Determination Date. (3) As of June 30, 2016, Restricted Stock shares are comprised of approximately 1.04 million shares issued to the Advisor and approximately 0.2 million expected to be issued to the Advisor on the Amended Determination Date. 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, 2016 . (4) The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. (5) The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. The Company maintained accounts totaling approximately $0.1 million as of December 31, 2015, at a bank in which the Company’s chairman served as a director during the year ended December 31, 2015. 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 Amended Expense Support Agreements. For the Expense Year ended June 30, 2016, the Company did not incur operating expenses in excess of the Limitation. In March 2015, the Company acquired Fieldstone Memory Care for a purchase price of $12.4 million from a related party of the Company’s Sponsor. 8. 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, 2016 and 2015, and related amounts unpaid as of June 30, 2016 and December 31, 2015 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2016 2015 2016 2015 2016 2015 Selling commissions (2) $ ― $ 3,969 $ ― $ 7,991 $ ― $ ― Marketing support fees (2) ― 5,232 ― 10,619 ― ― $ ― $ 9,201 $ ― $ 18,610 $ ― $ ― The expenses and fees incurred by and reimbursable to the Company’s related parties for the quarter and six months ended June 30, 2016 and 2015, and related amounts unpaid as of June 30, 2016 and December 31, 2015 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2016 2015 2016 2015 2016 2015 Reimbursable expenses: Offering costs (2) $ ― $ 984 $ ― $ 1,866 $ ― $ 32 Operating expenses (3) 1,268 1,122 2,498 2,021 1,572 935 Acquisition fees and expenses 36 201 65 305 26 12 1,304 2,307 2,563 4,192 1,598 979 Investment services fees (4) ― 3,605 ― 5,021 ― 182 Property management fees (5) 1,116 961 2,315 1,941 748 418 Asset management fees (6) 7,231 5,166 14,429 10,052 712 224 $ 9,651 $ 12,039 $ 19,307 $ 21,206 $ 3,058 $ 1,803 8. Related Party Arrangements (continued) ________________ FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. (2) Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. (3) Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. (4) Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. (5) For the quarter and six months ended June 30, 2016, the Company incurred approximately $1.1 million and $2.3 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.1 million and $0.3 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. 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. (6) For the quarter and six months ended June 30, 2016, the Company incurred approximately $7.2 million and $14.4 million, respectively, in asset management fees payable to the Advisor of which approximately $0.1 million and $0.4 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. In addition, the Company recognized a reduction in asset management fees of approximately $1.3 million and $1.7 million, respectively, as an estimate of the annual expense support amount expected to be settled in accordance with the terms of the Amended Expense Support Agreements. 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. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 9. Derivative Financial Instruments The following summarizes the terms of the Company’s, or its equity method investments’, derivative financial instruments and the corresponding asset (liability) as of June 30, 2016 and December 31, 2015 (in thousands): Notional Amount Fair value asset (liability) as of Strike (1) Credit Spread (1) Trade date Forward date Maturity date June 30, 2016 December 31, 2015 $ 12,150 (2) 1.3 % 2.6 % 1/17/2013 1/15/2015 1/16/2018 $ (149) $ (85) $ 37,749 (2) 2.7 % 2.5 % 9/6/2013 8/17/2015 7/10/2018 $ (1,585) $ (1,472) $ 25,723 (2) 2.8 % 2.5 % 9/6/2013 8/17/2015 8/29/2018 $ (1,187) $ (1,086) $ 10,549 (3) 3.0 % ― % 6/27/2014 6/30/2014 6/30/2017 $ ― $ 1 $ 48,415 (2) 2.4 % 2.9 % 8/15/2014 6/1/2016 6/2/2019 $ (2,023) $ (1,066) $ 83,096 (2) 2.3 % 2.4 % 9/12/2014 8/1/2015 7/15/2019 $ (3,459) $ (2,283) $ 6,937 (2) 1.2 % 2.3 % 11/12/2014 11/15/2014 10/15/2017 $ (63) $ (37) $ 175,000 (2) 1.6 % 2.0 % 12/23/2014 12/19/2014 2/19/2019 $ (4,292) $ (1,694) $ 136,490 (2) 1.7 % 2.0 % 1/9/2015 12/10/2015 12/22/2019 $ (4,524) $ (1,795) $ 260,000 (3) 1.5 % ― % 11/19/2015 11/19/2015 11/30/2018 $ 266 $ 1,988 $ 150,000 (3) 1.5 % ― % 3/1/2016 3/1/2016 11/30/2018 $ 155 $ ― _______________ FOOTNOTES: (1) The all-in rates are equal to the sum of the Strike and Credit Spread detailed above. (2) Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying condensed consolidated balance sheets. (3) Amounts related to the interest rate caps held by the Company, or its equity method investments, which are recorded at fair value and included in other assets in the accompanying condensed consolidated balance sheets. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative financial instruments and has determined that the credit valuation adjustments on the overall valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company determined that its derivative financial instruments valuation in its entirety is classified in Level 2 of the fair value hierarchy. Determining fair value requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values of such instruments which could, in turn, impact the Company’s or its joint venture’s results of operations. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Equity | 10. Equity Stockholders’ Equity: Distribution Reinvestment Plan — For the six months ended June 30, 2016 and 2015, the Company received proceeds through its Reinvestment Plan of approximately $21.4 million (2.2 million shares) and $16.2 million (1.6 million shares), respectively. 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: Price per Share Reinvestment Plan Price per Share Monthly Cash Distributions Monthly Stock Distributions Period January 1, 2015 through February 11, 2016 $ 10.58 $ 10.06 $ 0.0353 (2) February 12, 2016 through June 30, 2016 (1) $ 9.75 $ 9.75 $ 0.0353 ― FOOTNOTES: (1) The Company’s board of directors adopted an estimated NAV of $9.75 as of December 31, 2015, which upon adoption represents the Reinvestment Plan price per share. (2) The Company closed its Offerings on September 30, 2015 and discontinued its stock distributions concurrently. The monthly stock distributions were 0.0025 through September 30, 2015. During the six months ended June 30, 2016 and 2015, the Company declared cash distributions of $37.0 million and $28.1 million, respectively, of which $15.6 million and $11.9 million, respectively, were paid in cash to stockholders and $21.4 million and $16.2 million, respectively, were reinvested pursuant to the Reinvestment Plan. In addition, the Company declared and made stock distributions of approximately 2.0 million shares of common stock during the six months ended June 30, 2015. The Company closed its Offerings on September 30, 2015 and discontinued its stock distributions concurrently. Redemptions — During the six months ended June 30, 2016 and 2015, the Company received requests for the redemption of common stock of approximately 1.8 million and 0.4 million shares, respectively, all of which were approved for redemption at an average price of $9.73 and $9.51, respectively, and for a total of approximately $17.6 million and $3.8 million, respectively. Promoted Interest — During the six months ended June 30, 2016, the Company recorded, as a reduction to capital in excess of par value, approximately $3.9 million related to the promoted interest held by the third-party developer of Dogwood Forest of Acworth, as the property reached stabilization and it became probable that the promoted interest thresholds will be met. In April 2016, the third-party developer exercised its promoted interest election. 10. Equity (continued) Other comprehensive income (loss) — The following table reflects the effect of derivative financial instruments held by the 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, 2016 and 2015 (in thousands): Derivative financial instruments Gain (loss) recognized in other comprehensive loss on derivative financial instruments Location of gain (loss) reclassified into earnings Loss reclassified from accumulated other comprehensive loss into earnings Quarter Ended Quarter Ended June 30, June 30, 2016 2015 2016 2015 Interest rate swaps $ (1,271) $ 1,642 Interest expense and loan cost amortization $ (2,361) $ (674) Interest rate caps (695) ― Not applicable ― ― Reclassification of interest rate swaps upon derecognition ― 162 Interest expense and loan cost amortization ― (162) Reclassification of interest rate swaps due to ineffectiveness 5 ― Interest expense and loan cost amortization (5) ― Interest rate cap held by unconsolidated joint venture ― (2) Not applicable ― ― Total $ (1,961) $ 1,802 $ (2,366) $ (836) Six Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Interest rate swaps $ (7,763) $ (3,624) Interest expense and loan cost amortization $ (3,658) $ (1,333) Interest rate caps (2,151) ― Not applicable ― ― Reclassification of interest rate swaps upon derecognition ― 236 Interest expense and loan cost amortization ― (236) Reclassification of interest rate swaps due to ineffectiveness 24 ― Interest expense and loan cost amortization (24) ― Interest rate cap held by unconsolidated joint venture (1) (8) Not applicable ― ― Total $ (9,891) $ (3,396) $ (3,682) $ (1,569) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies From time to time, the Company may be a party to legal proceedings in the ordinary course of, or incidental to the normal course of, its business, including proceedings to enforce its contractual or statutory rights. While the Company cannot predict the outcome of these legal proceedings with certainty, based upon currently available information, the Company does not believe the final outcome of any pending or threatened legal proceeding will have a material adverse effect on its results of operations or financial condition. The Company has eight remaining promoted interest agreements with third-party developers pursuant to which certain operating targets have been established that, upon meeting such targets, result in the developer being entitled to additional payments based on enumerated percentages of the assumed net proceeds of a deemed sale, subject to achievement of an established internal rate of return on the Company’s investment in the development. Refer to Note 3. “Real Estate Assets, net” for additional information on the remaining development budgets for the Company’s real estate under development. Refer to Note 6. “Contingent Purchase Price Consideration” for information on potential contingent purchase price considerations related to property acquisitions. Refer to Note 8. “Related Party Arrangements” for information on contingent restricted stock shares due to the Company’s Advisor and Property Manager in connection with the Amended Expense Support Agreements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 may not be indicative of the results that may be expected for the year ending December 31, 2016. Amounts as of December 31, 2015 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, 2015. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant assumptions are made in the allocation of purchase price, the analysis of real estate impairments, the valuation of contingent assets and liabilities, and the valuation of restricted stock shares issued to the Advisor or Property Manager. Accordingly, actual results could differ from those estimates. |
Real Estate Held for Sale | Real Estate Held For Sale — The Company classifies the assets associated with any property as held for sale once management has the authority to approve and commits to a plan to sell the property, the property is available for immediate sale, there is an active program to locate a buyer, the sale of the property is probable and the transfer of the property is expected to occur within one year. Upon the determination to classify a property as held for sale, the Company ceases recording further depreciation and amortization relating to the associated assets and those assets are measured at the lower of its carrying amount or fair value less disposition costs and are presented separately in the consolidated balance sheets for all periods presented. In addition, the Company classifies real estate held for sale as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements — In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-02, “Amendments to the Consolidation Analysis,” which requires amendments to both the VIE 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 retrospectively adopted ASU 2015-02 on January 1, 2016; the adoption of which modified the Company’s identification and conclusions for certain entities from variable interest entities to voting interest entities and resulted in the removal of the required disclosures related to those entities, but did not have a material impact to the Company’s consolidated financial position, results of operations or cash flows as the Company’s consolidation determinations for all of its VIEs remained unchanged. In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): 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 FASB subsequently issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which clarifies that, given the absence of authoritative guidance in ASU 2015-03 regarding presentation and subsequent measurement of loan costs related to line-of-credit arrangements, the SEC Staff would not object to an entity deferring and presenting loan costs as an asset and subsequently amortizing the loan costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted ASU 2015-03 on January 1, 2016; the adoption of which impacted the Company’s presentation of its consolidated financial position but did not have a material impact on the Company’s consolidated results of operations or cash flows. Accordingly, the Company has retrospectively adjusted the presentation of loan costs for all periods presented. The following table provides additional details by financial statement line item of the adjusted presentation in the Company’s condensed consolidated balance sheet as of December 31, 2015 (in thousands): As Filed Adjusted December 31, December 31, 2015 Adjustments 2015 Other assets $ 21,302 $ 2,032 $ 23,334 Loan costs, net $ 14,358 $ (14,358) $ ― Mortgages and other notes payable, net $ 840,435 $ (8,610) $ 831,825 Credit facilities $ 660,000 $ (3,716) $ 656,284 In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. 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 Company adopted ASU 2015-16 on January 1, 2016; the adoption of which did not have a material impact to its consolidated financial position, results of operations or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new ASC topic (Topic 606). The core principle of this ASU 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 ASU 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). The FASB subsequently issued ASU 2015-14 to defer the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption permitted. ASU 2014-09 can be adopted using one of two retrospective transition methods: (i) retrospectively to each prior reporting period presented or (ii) as a cumulative-effect adjustment as of the date of adoption. The Company has not yet selected a transition method and is currently evaluating the impact this ASU will have on the Company’s consolidated financial position, results of operations and cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): Accounting for Leases,” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The ASU requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU further modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The ASU will also require qualitative and quantitative disclosures designed to give financial statement users additional information on the amount, timing, and uncertainty of cash flows arising from leases. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The ASU is to be applied using a modified retrospective approach. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated financial position, results of operations and cash flows. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Adjusted Condensed Consolidated Balance Sheet | The following table provides additional details by financial statement line item of the adjusted presentation in the Company’s condensed consolidated balance sheet as of December 31, 2015 (in thousands): As Filed Adjusted December 31, December 31, 2015 Adjustments 2015 Other assets $ 21,302 $ 2,032 $ 23,334 Loan costs, net $ 14,358 $ (14,358) $ ― Mortgages and other notes payable, net $ 840,435 $ (8,610) $ 831,825 Credit facilities $ 660,000 $ (3,716) $ 656,284 |
Real Estate Assets, net (Tables
Real Estate Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 and December 31, 2015 are as follows (in thousands): June 30, December 31, 2016 2015 Land and land improvements $ 232,558 $ 227,019 Building and building improvements 2,312,920 2,281,342 Furniture, fixtures and equipment 63,426 58,825 Less: accumulated depreciation (155,126) (115,648) Real estate investment properties, net 2,453,778 2,451,538 Real estate under development, including land 67,313 62,521 Total real estate assets, net $ 2,521,091 $ 2,514,059 |
Schedule of Real Estate Held for Sale | As of June 30, 2016 and December 31, 2015, real estate held for sale consisted of the following (in thousands): June 30, December 31, 2016 2015 Land and land improvements $ 2,027 $ 2,027 Building and building improvements 15,994 15,994 Furniture, fixtures and equipment 1,785 1,776 Less: accumulated depreciation (1,549) (1,159) Total real estate held for sale $ 18,257 $ 18,638 |
Under Development with Third-Party Developers | |
Real Estate Properties [Line Items] | |
Schedule of Real Estate Investment Properties | As of June 30, 2016, 10 of the Company’s seniors housing communities and one post-acute care facility have real estate under development or expansion / conversion projects with third-party developers as follows (in thousands): Property Name (and Location) Developer Real Estate Development Costs Incurred (1) Remaining Development Budget (2) Development Properties Watercrest at Katy (Katy, TX) (3) South Bay Partners, Ltd $ 7,914 $ 7,695 Welbrook Senior Living Grand Junction (Grand Junction, CO) Embree Asset Group, Inc. 6,870 7,676 Waterstone (Greenville, SC) T&D Greenville, LLC 14,743 15,386 Wellmore of Lexington (Lexington, SC) Maxwell Group, Inc. 20,898 36,419 Dogwood Forest of Grayson (Grayson, GA) Solomon Development Services, LLC 8,114 20,559 Fieldstone at Pear Orchard (Yakima, WA) (4) Cascadia Development, LLC 6,697 9,377 Expansion / Conversion Projects Town Village (Oklahoma City, OK) South Bay Partners, Ltd 424 1,077 Tranquillity at Fredericktowne (Frederick, MD) Capital Health Partners 654 5,242 Brookridge Heights Assisted Living & Memory Care (Marquette, MI) Capital Health Partners 490 4,335 Isle at Watercrest Bryan (Bryan, TX) JEA Senior Living 239 163 Isle at Cedar Ridge (Cedar Park, TX) JEA Senior Living 270 132 $ 67,313 $ 108,061 _____________ FOOTNOTES: (1) This amount represents land and total capitalized costs for GAAP purposes for the acquisition, development and construction of the seniors housing community or post-acute care facility as of June 30, 2016. 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%. (4) This property is owned through a joint venture in which the Company’s initial ownership interest is 75%. The development budgets include the cost of the land, construction costs, development fees, financing costs, start-up costs and initial operating deficits of the respective properties. Generally, the Company has delegated to an affiliate of the developer of the respective community the management and administration of the development and construction. Each developer is generally responsible for any cost overruns beyond the approved development budget for the applicable project pursuant to a cost overrun guarantee. Some of these developments were deemed to be VIEs; refer to Note 5. “Variable Interest Entities” for additional information. |
Intangibles, net (Tables)
Intangibles, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 and December 31, 2015 are as follows (in thousands): June 30, December 31, 2016 2015 In-place lease intangibles $ 220,199 $ 220,917 Above-market lease intangibles 13,858 13,960 Below-market ground lease intangibles 12,470 12,470 Less: accumulated amortization (100,309) (74,895) Intangible assets, net $ 146,218 $ 172,452 Below-market lease intangibles $ (12,060) $ (12,095) Above-market ground lease intangibles (3,488) (3,488) Less: accumulated amortization 3,431 2,581 Intangible liabilities, net (1) $ (12,117) $ (13,002) ____________ FOOTNOTE: (1) Intangible liabilities, net are included in other liabilities in the accompanying condensed consolidated balance sheets. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 and December 31, 2015 are as follows (in thousands): June 30, December 31, 2016 2015 Assets: Real estate investment properties, net $ 138,534 $ 103,691 Real estate under development, including land $ 57,720 $ 58,994 Intangibles, net $ 3,461 $ 4,015 Cash $ 1,029 $ 3,904 Deferred rent and lease incentives $ 3,110 $ 3,096 Other assets $ 856 $ 1,000 Restricted cash $ 647 $ 974 Liabilities: Mortgages and other notes payable, net $ 103,191 $ 85,093 Accounts payable and accrued liabilities $ 1,215 $ 743 Accrued development costs $ 13,346 $ 10,669 Other liabilities $ 1,533 $ 1,387 Due to related parties $ 126 $ 136 |
Contingent Purchase Price Con25
Contingent Purchase Price Consideration (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Contingent Purchase Price Consideration | The following table provides a roll-forward of the fair value of the Company’s aggregate contingent purchase price consideration for the quarter and six months ended June 30, 2016 and 2015 (in thousands): Quarter Ended June 30, 2016 Property Beginning asset (liability) as of March 31, 2016 Contingent Consideration Payment Change in Fair Value Ending asset (liability) as of June 30, 2016 Superior Residences of Panama City $ (3,000) ― ― $ (3,000) The Shores of Lake Phalen (750) ― 750 ― Siena Pavilion VI (3,750) ― ― (3,750) Center One 940 (97) ― 843 $ (6,560) (97) 750 $ (5,907) Quarter Ended June 30, 2015 Property Beginning asset as of March 31, 2015 Contingent Consideration Payment Change in Fair Value Ending asset as of June 30, 2015 Capital Health Communities $ 4,078 (2,579) 321 $ 1,820 $ 4,078 (2,579) 321 $ 1,820 Six Months Ended June 30, 2016 Property Beginning asset (liability) as of December 31, 2015 Contingent Consideration Payment Change in Fair Value Ending asset (liability) as of June 30, 2016 Superior Residences of Panama City $ (3,000) ― ― $ (3,000) The Shores of Lake Phalen (750) ― 750 ― Siena Pavilion VI (3,750) ― ― (3,750) Center One 1,019 (176) ― 843 $ (6,481) (176) 750 $ (5,907) Six Months Ended June 30, 2015 Property Beginning asset as of December 31, 2014 Contingent Consideration Payment Change in Fair Value Ending asset as of June 30, 2015 Capital Health Communities $ 4,078 (2,579) 321 $ 1,820 $ 4,078 (2,579) 321 $ 1,820 |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Details of Indebtedness | The following table provides details of the Company’s indebtedness as of June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Mortgages payable and other notes payable: Fixed rate debt $ 386,942 $ 391,639 Variable rate debt (1) 542,526 449,017 Mortgages and other notes payable (2) 929,468 840,656 Premium (discount), net (3) (144) (221) Loan costs, net (8,498) (8,610) Total mortgages and other notes payable, net 920,826 831,825 Credit facilities: Revolving Credit Facility (4) (5) 154,863 225,000 First Term Loan Facility (1) 175,000 175,000 Second Term Loan Facility (5) 275,000 260,000 Loan costs, net related to Term Loan Facilities (3,348) (3,716) Total credit facilities, net 601,515 656,284 Total borrowings, net $ 1,522,341 $ 1,488,109 _____________ FOOTNOTES: (1) As of June 30, 2016 and December 31, 2015, the Company had entered into interest rate swaps with notional amounts of approximately $525.6 million and $480.7 million, respectively, which settle on a monthly basis. In addition, as of December 31, 2015, the Company had entered into a forward-starting interest rate swap for a total notional amount of approximately $48.4 million, in order to hedge its exposure to variable rate debt in future periods. Refer to Note 9. “Derivative Financial Instruments” for additional information. (2) As of June 30, 2016 and December 31, 2015, the Company’s mortgages and other notes payable are collateralized by 74 and 65 properties, respectively, with total carrying value of approximately $1.7 billion and $1.4 billion, respectively. (3) Premium (discount), net is reflective of the Company recording mortgage notes payable assumed at fair value on the respective acquisition date. (4) As of June 30, 2016 and December 31, 2015, availability under the Revolving Credit Facility was approximately $58.2 million and $20.0 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. (5) As of June 30, 2016 and December 31, 2015, the Company had entered into interest rate caps with a notional amounts of approximately $410.0 million and $260.0 million, respectively. Refer to Note 9. “Derivative Financial Instruments” for additional information. |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 and 2015, and related amounts unpaid as of June 30, 2016 and December 31, 2015 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2016 2015 2016 2015 2016 2015 Reimbursable expenses: Offering costs (2) $ ― $ 984 $ ― $ 1,866 $ ― $ 32 Operating expenses (3) 1,268 1,122 2,498 2,021 1,572 935 Acquisition fees and expenses 36 201 65 305 26 12 1,304 2,307 2,563 4,192 1,598 979 Investment services fees (4) ― 3,605 ― 5,021 ― 182 Property management fees (5) 1,116 961 2,315 1,941 748 418 Asset management fees (6) 7,231 5,166 14,429 10,052 712 224 $ 9,651 $ 12,039 $ 19,307 $ 21,206 $ 3,058 $ 1,803 8. Related Party Arrangements (continued) ________________ FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. (2) Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. (3) Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. (4) Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. (5) For the quarter and six months ended June 30, 2016, the Company incurred approximately $1.1 million and $2.3 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.1 million and $0.3 million, respectively, in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. 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. |
Expense Support Agreements | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The following fees are expected to be or were settled and paid in the form of Restricted Stock in connection with the Amended Expense Support Agreements for the quarter and six months ended June 30, 2016 and the Original Expense Support Agreements for the quarter and six months ended June 30, 2015, and cumulatively as of June 30, 2016 under both agreements (in thousands, except offering price): Quarter ended Six Months Ended As of June 30, June 30, June 30, 2016 2015 2016 2015 2016 Asset management fees (1) $ 1,325 $ 868 $ 1,700 $ 1,413 $ 12,347 Then-current offering price or NAV (2) $ 9.75 $ 10.58 $ 9.75 $ 10.58 $ 9.75 Restricted Stock shares (3) 136 82 174 134 1,216 Cash distributions on Restricted Stock (4) $ 112 $ 68 $ 202 $ 122 $ 586 Stock distributions on Restricted Stock (5) ― 5 ― 9 21 ______________ FOOTNOTES: (1) No other amounts have been settled in accordance with the Amended Expense Support Agreements for the quarter and six months ended June 30, 2016, the Original Expense Support Agreements for the quarter and six months ended June 30, 2015, or cumulatively as of June 30, 2016 under either of the agreements. (2) The number of restricted stock shares granted to the Advisor in lieu of payment in cash is determined by dividing the expense support amount for the respective determination date by the then-current public offering price as of the Original Determination Date or by the then-current NAV per share as of the Amended Determination Date. (3) As of June 30, 2016, Restricted Stock shares are comprised of approximately 1.04 million shares issued to the Advisor and approximately 0.2 million expected to be issued to the Advisor on the Amended Determination Date. 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, 2016 . (4) The cash distributions have been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. (5) The par value of the stock distributions has been recognized as compensation expense as issued and included in general and administrative expense in the accompanying condensed consolidated statements of operations. |
Public Offering | Managing Dealer | |
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, 2016 and 2015, and related amounts unpaid as of June 30, 2016 and December 31, 2015 are as follows (in thousands): Quarter ended Six Months Ended Unpaid amounts as of (1) June 30, June 30, June 30, December 31, 2016 2015 2016 2015 2016 2015 Selling commissions (2) $ ― $ 3,969 $ ― $ 7,991 $ ― $ ― Marketing support fees (2) ― 5,232 ― 10,619 ― ― $ ― $ 9,201 $ ― $ 18,610 $ ― $ ― |
Derivative Financial Instrume28
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 summarizes the terms of the Company’s, or its equity method investments’, derivative financial instruments and the corresponding asset (liability) as of June 30, 2016 and December 31, 2015 (in thousands): Notional Amount Fair value asset (liability) as of Strike (1) Credit Spread (1) Trade date Forward date Maturity date June 30, 2016 December 31, 2015 $ 12,150 (2) 1.3 % 2.6 % 1/17/2013 1/15/2015 1/16/2018 $ (149) $ (85) $ 37,749 (2) 2.7 % 2.5 % 9/6/2013 8/17/2015 7/10/2018 $ (1,585) $ (1,472) $ 25,723 (2) 2.8 % 2.5 % 9/6/2013 8/17/2015 8/29/2018 $ (1,187) $ (1,086) $ 10,549 (3) 3.0 % ― % 6/27/2014 6/30/2014 6/30/2017 $ ― $ 1 $ 48,415 (2) 2.4 % 2.9 % 8/15/2014 6/1/2016 6/2/2019 $ (2,023) $ (1,066) $ 83,096 (2) 2.3 % 2.4 % 9/12/2014 8/1/2015 7/15/2019 $ (3,459) $ (2,283) $ 6,937 (2) 1.2 % 2.3 % 11/12/2014 11/15/2014 10/15/2017 $ (63) $ (37) $ 175,000 (2) 1.6 % 2.0 % 12/23/2014 12/19/2014 2/19/2019 $ (4,292) $ (1,694) $ 136,490 (2) 1.7 % 2.0 % 1/9/2015 12/10/2015 12/22/2019 $ (4,524) $ (1,795) $ 260,000 (3) 1.5 % ― % 11/19/2015 11/19/2015 11/30/2018 $ 266 $ 1,988 $ 150,000 (3) 1.5 % ― % 3/1/2016 3/1/2016 11/30/2018 $ 155 $ ― _______________ FOOTNOTES: (1) The all-in rates are equal to the sum of the Strike and Credit Spread detailed above. (2) Amounts related to interest rate swaps held by the Company, or its equity method investments, which are recorded at fair value and included in either other assets or other liabilities in the accompanying condensed consolidated balance sheets. (3) Amounts related to the interest rate caps held by the Company, or its equity method investments, which are recorded at fair value and included in other assets in the accompanying condensed consolidated balance sheets. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
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: Price per Share Reinvestment Plan Price per Share Monthly Cash Distributions Monthly Stock Distributions Period January 1, 2015 through February 11, 2016 $ 10.58 $ 10.06 $ 0.0353 (2) February 12, 2016 through June 30, 2016 (1) $ 9.75 $ 9.75 $ 0.0353 ― FOOTNOTES: (1) The Company’s board of directors adopted an estimated NAV of $9.75 as of December 31, 2015, which upon adoption represents the Reinvestment Plan price per share. (2) The Company closed its Offerings on September 30, 2015 and discontinued its stock distributions concurrently. The monthly stock distributions were 0.0025 through September 30, 2015. |
Effect of Derivative Financial Instruments | The following table reflects the effect of derivative financial instruments held by the 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, 2016 and 2015 (in thousands): Derivative financial instruments Gain (loss) recognized in other comprehensive loss on derivative financial instruments Location of gain (loss) reclassified into earnings Loss reclassified from accumulated other comprehensive loss into earnings Quarter Ended Quarter Ended June 30, June 30, 2016 2015 2016 2015 Interest rate swaps $ (1,271) $ 1,642 Interest expense and loan cost amortization $ (2,361) $ (674) Interest rate caps (695) ― Not applicable ― ― Reclassification of interest rate swaps upon derecognition ― 162 Interest expense and loan cost amortization ― (162) Reclassification of interest rate swaps due to ineffectiveness 5 ― Interest expense and loan cost amortization (5) ― Interest rate cap held by unconsolidated joint venture ― (2) Not applicable ― ― Total $ (1,961) $ 1,802 $ (2,366) $ (836) Six Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Interest rate swaps $ (7,763) $ (3,624) Interest expense and loan cost amortization $ (3,658) $ (1,333) Interest rate caps (2,151) ― Not applicable ― ― Reclassification of interest rate swaps upon derecognition ― 236 Interest expense and loan cost amortization ― (236) Reclassification of interest rate swaps due to ineffectiveness 24 ― Interest expense and loan cost amortization (24) ― Interest rate cap held by unconsolidated joint venture (1) (8) Not applicable ― ― Total $ (9,891) $ (3,396) $ (3,682) $ (1,569) |
Organization - Additional Infor
Organization - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2016 | Oct. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Entity incorporation, date of incorporation | Jun. 8, 2010 | |
Sale of additional share of common stock | 20,000,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Adjusted Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Other assets | $ 21,998 | $ 23,334 |
Mortgages and other notes payable, net | 920,826 | 831,825 |
Credit facilities | $ 601,515 | 656,284 |
Previously Reported | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Other assets | 21,302 | |
Loan costs, net | 14,358 | |
Mortgages and other notes payable, net | 840,435 | |
Credit facilities | 660,000 | |
Adjustments | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Other assets | 2,032 | |
Loan costs, net | (14,358) | |
Mortgages and other notes payable, net | (8,610) | |
Credit facilities | $ (3,716) |
Schedule of Real Estate Investm
Schedule of Real Estate Investment Properties (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Real Estate [Abstract] | ||
Land and land improvements | $ 232,558 | $ 227,019 |
Building and building improvements | 2,312,920 | 2,281,342 |
Furniture, fixtures and equipment | 63,426 | 58,825 |
Less: accumulated depreciation | (155,126) | (115,648) |
Real estate investment properties, net | 2,453,778 | 2,451,538 |
Real estate under development, including land | 67,313 | 62,521 |
Total real estate assets, net | $ 2,521,091 | $ 2,514,059 |
Real Estate Assets, Net - Addit
Real Estate Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Real Estate Investment Properties | ||||
Real Estate Properties [Line Items] | ||||
Depreciation expense | $ 20 | $ 14.3 | $ 39.9 | $ 27.9 |
Schedule of Real Estate Held fo
Schedule of Real Estate Held for Sale (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Real Estate Properties [Line Items] | ||
Total real estate held for sale | $ 18,257 | $ 18,638 |
Less: accumulated depreciation | (1,549) | (1,159) |
Land and land improvements | ||
Real Estate Properties [Line Items] | ||
Total real estate held for sale | 2,027 | 2,027 |
Building and building improvements | ||
Real Estate Properties [Line Items] | ||
Total real estate held for sale | 15,994 | 15,994 |
Furniture, fixtures and equipment | ||
Real Estate Properties [Line Items] | ||
Total real estate held for sale | $ 1,785 | $ 1,776 |
Real Estate under Development w
Real Estate under Development with Third-Party Developers (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | ||
Real Estate Properties [Line Items] | ||
Real Estate Development Costs Incurred | $ 67,313 | [1] |
Remaining Development Budget | $ 108,061 | [2] |
Watercrest at Katy (Katy, TX) | ||
Real Estate Properties [Line Items] | ||
Developer | South Bay Partners, Ltd | [3] |
Real Estate Development Costs Incurred | $ 7,914 | [1],[3] |
Remaining Development Budget | $ 7,695 | [2],[3] |
Welbrook Senior Living Grand Junction (Grand Junction, CO) | ||
Real Estate Properties [Line Items] | ||
Developer | Embree Asset Group, Inc. | |
Real Estate Development Costs Incurred | $ 6,870 | [1] |
Remaining Development Budget | $ 7,676 | [2] |
Waterstone at Greenville (Greenville, SC) | ||
Real Estate Properties [Line Items] | ||
Developer | T&D Greenville, LLC | |
Real Estate Development Costs Incurred | $ 14,743 | [1] |
Remaining Development Budget | $ 15,386 | [2] |
Wellmore of Lexington (Lexington, SC) | ||
Real Estate Properties [Line Items] | ||
Developer | Maxwell Group, Inc. | |
Real Estate Development Costs Incurred | $ 20,898 | [1] |
Remaining Development Budget | $ 36,419 | [2] |
Dogwood Forest of Grayson (Grayson, GA) | ||
Real Estate Properties [Line Items] | ||
Developer | Solomon Development Services, LLC | |
Real Estate Development Costs Incurred | $ 8,114 | [1] |
Remaining Development Budget | $ 20,559 | [2] |
Fieldstone at Pear Orchard (Yakima, WA) | ||
Real Estate Properties [Line Items] | ||
Developer | Cascadia Development, LLC | [4] |
Real Estate Development Costs Incurred | $ 6,697 | [1],[4] |
Remaining Development Budget | $ 9,377 | [2],[4] |
Town Village (Oklahoma City, OK) | ||
Real Estate Properties [Line Items] | ||
Developer | South Bay Partners, Ltd | |
Real Estate Development Costs Incurred | $ 424 | [1] |
Remaining Development Budget | $ 1,077 | [2] |
Tranquillity at Fredericktowne (Frederick, MD) | ||
Real Estate Properties [Line Items] | ||
Developer | Capital Health Partners | |
Real Estate Development Costs Incurred | $ 654 | [1] |
Remaining Development Budget | $ 5,242 | [2] |
Brookridge Heights Assisted Living & Memory Care (Marquette, MI) | ||
Real Estate Properties [Line Items] | ||
Developer | Capital Health Partners | |
Real Estate Development Costs Incurred | $ 490 | [1] |
Remaining Development Budget | $ 4,335 | [2] |
Isle at Watercrest Bryan (Bryan,TX) | ||
Real Estate Properties [Line Items] | ||
Developer | JEA Senior Living | |
Real Estate Development Costs Incurred | $ 239 | [1] |
Remaining Development Budget | $ 163 | [2] |
Isle at Cedar Ridge (Cedar Park, TX) | ||
Real Estate Properties [Line Items] | ||
Developer | JEA Senior Living | |
Real Estate Development Costs Incurred | $ 270 | [1] |
Remaining Development Budget | $ 132 | [2] |
[1] | This amount represents land and total capitalized costs for GAAP purposes for the acquisition, development and construction of the seniors housing community or post-acute care facility as of June 30, 2016. 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%. | |
[4] | This property is owned through a joint venture in which the Company’s initial ownership interest is 75%. |
Real Estate under Development36
Real Estate under Development with Third-Party Developers (Parenthetical) (Detail) - Corporate Joint Venture | Jun. 30, 2016 |
Watercrest at Katy (Katy, TX) | |
Real Estate Properties [Line Items] | |
Percentage of ownership interest | 95.00% |
Fieldstone at Pear Orchard (Yakima, Washington) | |
Real Estate Properties [Line Items] | |
Percentage of ownership interest | 75.00% |
Schedule of Net Book Value of I
Schedule of Net Book Value of Intangibles (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Less: accumulated amortization, assets | $ (100,309) | $ (74,895) | |
Intangible assets, net | 146,218 | 172,452 | |
Less: accumulated amortization, liabilities | 3,431 | 2,581 | |
In-place lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 220,199 | 220,917 | |
Above-market lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 13,858 | 13,960 | |
Gross carrying amount, liabilities | (3,488) | (3,488) | |
Below-market ground lease intangibles | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 12,470 | 12,470 | |
Gross carrying amount, liabilities | (12,060) | (12,095) | |
Other liabilities | |||
Finite-Lived Intangible Assets And Liabilities [Line Items] | |||
Intangible liabilities, net | [1] | $ (12,117) | $ (13,002) |
[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, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | $ 12,200 | $ 10,300 | $ 25,400 | $ 20,500 |
Amortization expense on intangible liabilities | 400 | 300 | 800 | 800 |
Rental Income from Operating Leases | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | 500 | 500 | 1,000 | 1,000 |
Amortization expense on intangible liabilities | 400 | 300 | 800 | 700 |
Property Operating Expenses | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | 100 | 80 | 200 | 100 |
Amortization expense on intangible liabilities | 20 | 20 | 40 | 40 |
Depreciation And Amortization | ||||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||||
Amortization expense on intangible assets | $ 11,600 | $ 9,700 | $ 24,200 | $ 19,400 |
Aggregate Carrying Amount and M
Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | |||||
Real estate investment properties, net | $ 2,453,778 | $ 2,451,538 | |||
Real estate under development, including land | 67,313 | 62,521 | |||
Intangibles, net | 146,218 | 172,452 | |||
Cash | 65,436 | 68,922 | $ 121,626 | $ 91,355 | |
Deferred rent and lease incentives | 31,455 | 23,477 | |||
Other assets | 21,998 | 23,334 | |||
Restricted cash | 12,060 | 10,287 | |||
Mortgages and other notes payable, net | 920,826 | 831,825 | |||
Other liabilities | 48,009 | 41,938 | |||
Due to related parties | [1] | 3,058 | 1,803 | ||
VIEs | |||||
Variable Interest Entity [Line Items] | |||||
Real estate investment properties, net | 138,534 | 103,691 | |||
Real estate under development, including land | 57,720 | 58,994 | |||
Intangibles, net | 3,461 | 4,015 | |||
Cash | 1,029 | 3,904 | |||
Deferred rent and lease incentives | 3,110 | 3,096 | |||
Other assets | 856 | 1,000 | |||
Restricted cash | 647 | 974 | |||
Mortgages and other notes payable, net | 103,191 | 85,093 | |||
Accounts payable and accrued liabilities | 1,215 | 743 | |||
Accrued development costs | 13,346 | 10,669 | |||
Other liabilities | 1,533 | 1,387 | |||
Due to related parties | $ 126 | $ 136 | |||
[1] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Maximum exposure to loss VIEs limits | $ 83.9 |
Variable interest entity, description | As of June 30, 2016, the Company has 12 subsidiaries which are VIEs due to the following factors and circumstances: Three of these subsidiaries are single property entities, designed to own and lease their respective properties to multiple tenants, which are subject to either a ground lease or an air rights lease that include buy-out and put options held by either the tenant or landlord under the applicable lease. These buy-out and put options have the potential to cap either the Company’s expected returns or its obligation to absorb the losses of the properties. Six of these subsidiaries are entities with real estate under development or completed developments in which there is insufficient equity at risk due to the development nature of each entity. Two of these subsidiaries are joint ventures with real estate under development in which there is insufficient equity at risk due to the development nature of each joint venture. One of these subsidiaries is a joint venture in which the Company’s co-venture partner has an equity interest that consists of non-substantive protective voting rights, but not any participating or kick-out rights. |
Fair Value of Contingent Purcha
Fair Value of Contingent Purchase Price Consideration (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ (6,560) | $ (6,481) | ||
Contingent consideration payment | (97) | (176) | ||
Change in fair value | 750 | 750 | ||
Ending balance | (5,907) | (5,907) | ||
Beginning balance | $ 4,078 | $ 4,078 | ||
Contingent consideration payment | (2,579) | (2,579) | ||
Change in fair value | 321 | 321 | ||
Ending balance | 1,820 | 1,820 | ||
Superior Residences of Panama City | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | (3,000) | (3,000) | ||
Ending balance | (3,000) | (3,000) | ||
The Shores of Lake Phalen | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | (750) | (750) | ||
Change in fair value | 750 | 750 | ||
Siena Pavilion VI | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | (3,750) | (3,750) | ||
Ending balance | (3,750) | (3,750) | ||
Center One | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 940 | 1,019 | ||
Contingent consideration payment | (97) | (176) | ||
Ending balance | $ 843 | $ 843 | ||
Capital Health Communities | ||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 4,078 | 4,078 | ||
Contingent consideration payment | (2,579) | (2,579) | ||
Change in fair value | 321 | 321 | ||
Ending balance | $ 1,820 | $ 1,820 |
Details of Indebtedness (Detail
Details of Indebtedness (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | [1] | $ 929,468 | $ 840,656 |
Premium (discount), net | [2] | (144) | (221) |
Loan costs, net | (8,498) | (8,610) | |
Total mortgages and other notes payable, net | 920,826 | 831,825 | |
Credit facilities | 601,515 | 656,284 | |
Total borrowings, net | 1,522,341 | 1,488,109 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facilities | [3],[4] | 154,863 | 225,000 |
First Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Credit facilities | [5] | 175,000 | 175,000 |
Second Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Credit facilities | [4] | 275,000 | 260,000 |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Loan costs, net | (3,348) | (3,716) | |
Fixed rate debt | |||
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | 386,942 | 391,639 | |
Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | [5] | $ 542,526 | $ 449,017 |
[1] | As of June 30, 2016 and December 31, 2015, the Company’s mortgages and other notes payable are collateralized by 74 and 65 properties, respectively, with total carrying value of approximately $1.7 billion and $1.4 billion, respectively. | ||
[2] | Premium (discount), net is reflective of the Company recording mortgage notes payable assumed at fair value on the respective acquisition date. | ||
[3] | As of June 30, 2016 and December 31, 2015, availability under the Revolving Credit Facility was approximately $58.2 million and $20.0 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. | ||
[4] | As of June 30, 2016 and December 31, 2015, the Company had entered into interest rate caps with a notional amounts of approximately $410.0 million and $260.0 million, respectively. Refer to Note 9. “Derivative Financial Instruments” for additional information. | ||
[5] | As of June 30, 2016 and December 31, 2015, the Company had entered into interest rate swaps with notional amounts of approximately $525.6 million and $480.7 million, respectively, which settle on a monthly basis. In addition, as of December 31, 2015, the Company had entered into a forward-starting interest rate swap for a total notional amount of approximately $48.4 million, in order to hedge its exposure to variable rate debt in future periods. Refer to Note 9. “Derivative Financial Instruments” for additional information. |
Details of Indebtedness (Parent
Details of Indebtedness (Parenthetical) (Detail) $ in Millions | Jun. 30, 2016USD ($)Property | Dec. 31, 2015USD ($)Property |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Current borrowing capacity | $ 58.2 | $ 20 |
Secured Mortgages and Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Number of collateralized properties owned | Property | 74 | 65 |
Mortgages and other notes payable carrying value of collateral | $ 1,700 | $ 1,400 |
Forward Contracts | ||
Debt Instrument [Line Items] | ||
Notional amount of derivative contract | 48.4 | |
Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Notional amount of derivative contract | 525.6 | 480.7 |
Interest Rate Cap | ||
Debt Instrument [Line Items] | ||
Notional amount of derivative contract | $ 410 | $ 260 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Mortgage Loans | ||
Debt Instrument [Line Items] | ||
Fair value of notes payable | $ 934.5 | $ 844.6 |
Other notes | ||
Debt Instrument [Line Items] | ||
Carrying value of notes payable | 920.8 | 831.8 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Fair value of notes payable | 604.9 | 660 |
Carrying value of notes payable | $ 601.5 | $ 656.3 |
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 indebtedness, (vi) maximum secured recourse debt, (vii) minimum unsecured interest coverage and (viii) 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, minimum weighted average occupancy, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. The limitations on distributions include 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. |
Related Party Arrangements - Ad
Related Party Arrangements - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Bank deposits | $ 0.1 | ||
Operating expenses reimbursement as percentage average invested assets | 2.00% | ||
Operating expenses reimbursement percentage of net income | 25.00% | ||
Fieldstone Memory Care | |||
Related Party Transaction [Line Items] | |||
Purchase price | $ 12.4 | ||
Advisor And Property Manager | |||
Related Party Transaction [Line Items] | |||
Annualized return of investment | 6.00% |
Related Party Arrangement, Fees
Related Party Arrangement, Fees and Expenses Incurred (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 13 Months Ended | ||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Feb. 11, 2016 | [2] | Dec. 31, 2015 | |||
Related Party Transaction [Line Items] | |||||||||||
Asset management fees | $ 5,713 | $ 4,131 | $ 12,366 | $ 8,341 | |||||||
Cash distributions on Restricted Stock | 15,609 | 11,876 | |||||||||
Stock distributions, shares | 0 | [1] | 0.0025 | 0 | |||||||
Then-current offering price or NAV | $ 9.75 | ||||||||||
Expense Support Agreements | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Asset management fees | [3] | $ 1,325 | $ 868 | $ 1,700 | $ 1,413 | ||||||
Then-current offering price or NAV | [4] | $ 9.75 | $ 10.58 | $ 9.75 | $ 9.75 | $ 10.58 | |||||
Restricted Stock shares | [5] | 136,000 | 82,000 | 174,000 | 134,000 | ||||||
Asset management fees | [3] | $ 12,347 | $ 12,347 | $ 12,347 | |||||||
Then-current offering price or NAV | [4] | $ 9.75 | $ 9.75 | $ 9.75 | |||||||
Expense Support Agreements | Restricted Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash distributions on Restricted Stock | [6] | $ 112 | $ 68 | $ 202 | $ 122 | ||||||
Stock distributions, shares | [7] | 5,000 | 9,000 | ||||||||
Restricted Stock shares | [5] | 1,216,000 | 1,216,000 | 1,216,000 | |||||||
Cash distributions on Restricted Stock | [6] | $ 586 | $ 586 | $ 586 | |||||||
Stock distributions on Restricted Stock | [7] | 21,000 | 21,000 | 21,000 | |||||||
[1] | The Company’s board of directors adopted an estimated NAV of $9.75 as of December 31, 2015, which upon adoption represents the Reinvestment Plan price per share. | ||||||||||
[2] | The Company closed its Offerings on September 30, 2015 and discontinued its stock distributions concurrently. The monthly stock distributions were 0.0025 through September 30, 2015. | ||||||||||
[3] | No other amounts have been settled in accordance with the Amended Expense Support Agreements for the quarter and six months ended June 30, 2016, the Original Expense Support Agreements for the quarter and six months ended June 30, 2015, or cumulatively as of June 30, 2016 under either of the agreements. | ||||||||||
[4] | The number of restricted stock shares granted to the Advisor in lieu of payment in cash is determined by dividing the expense support amount for the respective determination date by the then-current public offering price as of the Original Determination Date or by the then-current NAV per share as of the Amended Determination Date. | ||||||||||
[5] | As of June 30, 2016, Restricted Stock shares are comprised of approximately 1.04 million shares issued to the Advisor and approximately 0.2 million expected to be issued to the Advisor on the Amended Determination Date. 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, 2016. | ||||||||||
[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, Fe47
Related Party Arrangement, Fees and Expenses Incurred (Parenthetical) (Detail) shares in Thousands | 6 Months Ended |
Jun. 30, 2016shares | |
Related Party Transactions [Abstract] | |
Shares issued to Advisor | 1,040 |
Shares issuable to Advisor | 200 |
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, 2015 | ||
Related Party Transactions [Abstract] | |||
Selling commissions | [1] | $ 3,969 | $ 7,991 |
Marketing support fees | [1] | 5,232 | 10,619 |
Total offering expenses | $ 9,201 | $ 18,610 | |
[1] | Amounts are recorded as stock issuance and offering costs in the accompanying condensed consolidated statements of stockholders’ equity and redeemable noncontrolling interest. |
Schedule of Fees, Reimbursable
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | ||||||
Offering costs | [1] | $ 984 | $ 1,866 | |||
Operating expenses | [2] | $ 1,268 | 1,122 | $ 2,498 | 2,021 | |
Acquisition fees and expenses | 46 | 4,536 | 151 | 6,866 | ||
Total reimbursable expenses | 1,304 | 2,307 | 2,563 | 4,192 | ||
Investment services fees | [3] | 3,605 | 5,021 | |||
Property management fees | 4,695 | 3,363 | 9,165 | 6,616 | ||
Asset management fees | 5,713 | 4,131 | 12,366 | 8,341 | ||
Total reimbursable expenses, net | 9,651 | 12,039 | 19,307 | 21,206 | ||
Offering costs, unpaid | [1],[4] | $ 32 | ||||
Operating expenses, unpaid | [2],[4] | 1,572 | 1,572 | 935 | ||
Acquisition fees and expenses, unpaid | [4] | 26 | 26 | 12 | ||
Total reimbursable expenses due | [4] | 1,598 | 1,598 | 979 | ||
Investment services fees, unpaid | [3],[4] | 182 | ||||
Property management fees, unpaid | [4],[5] | 748 | 748 | 418 | ||
Asset management fees, unpaid | [4],[6] | 712 | 712 | 224 | ||
Total related amount unpaid | [4] | 3,058 | 3,058 | $ 1,803 | ||
Reimbursable expense | ||||||
Related Party Transaction [Line Items] | ||||||
Property management fees | [5] | 1,116 | 961 | 2,315 | 1,941 | |
Asset management fees | [6] | 7,231 | 5,166 | 14,429 | 10,052 | |
Property Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Acquisition fees and expenses | $ 36 | $ 201 | $ 65 | $ 305 | ||
[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] | Investment service fees are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | |||||
[4] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. | |||||
[5] | For the quarter and six months ended June 30, 2016, the Company incurred approximately $1.1 million and $2.3 million, respectively, in property and construction management fees payable to the Property Manager of which approximately $0.1 million and $0.3 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, 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. | |||||
[6] | For the quarter and six months ended June 30, 2016, the Company incurred approximately $7.2 million and $14.4 million, respectively, in asset management fees payable to the Advisor of which approximately $0.1 million and $0.4 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. In addition, the Company recognized a reduction in asset management fees of approximately $1.3 million and $1.7 million, respectively, as an estimate of the annual expense support amount expected to be settled in accordance with the terms of the Amended Expense Support Agreements. 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 $0.3 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. |
Schedule of Fees, Reimbursabl50
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Related Party Transaction [Line Items] | |||||
Construction management fees capitalized | $ 100 | $ 200 | $ 300 | $ 500 | |
Asset management fees | 5,713 | 4,131 | 12,366 | 8,341 | |
Asset management fees capitalized | 100 | 900 | 400 | 1,400 | |
Expense under Support Agreement | 1,300 | 200 | 1,700 | 300 | |
Reimbursable expense | |||||
Related Party Transaction [Line Items] | |||||
Property and construction management fees payable | 1,100 | 1,000 | 2,300 | 1,900 | |
Asset management fees | [1] | $ 7,231 | $ 5,166 | $ 14,429 | $ 10,052 |
[1] | For the quarter and six months ended June 30, 2016, the Company incurred approximately $7.2 million and $14.4 million, respectively, in asset management fees payable to the Advisor of which approximately $0.1 million and $0.4 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheet. In addition, the Company recognized a reduction in asset management fees of approximately $1.3 million and $1.7 million, respectively, as an estimate of the annual expense support amount expected to be settled in accordance with the terms of the Amended Expense Support Agreements. 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 $0.3 million, respectively, was capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. |
Amounts Related to Derivative F
Amounts Related to Derivative Financial Instruments Included in Unconsolidated Entities in Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | ||
Derivative Financial Instruments One | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [1] | $ 12,150 | |
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) | $ (149) | $ (85) | |
Derivative Financial Instruments Two | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [1] | $ 37,749 | |
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) | $ (1,585) | (1,472) | |
Derivative Financial Instruments Three | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [1] | $ 25,723 | |
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) | $ (1,187) | (1,086) | |
Derivative Financial Instruments Four | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [3] | $ 10,549 | |
Strike | [2] | 3.00% | |
Trade date | Jun. 27, 2014 | ||
Forward date | Jun. 30, 2014 | ||
Maturity date | Jun. 30, 2017 | ||
Fair value asset (liability) | 1 | ||
Derivative Financial Instruments Five | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [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) | $ (2,023) | (1,066) | |
Derivative Financial Instruments Six | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [1] | $ 83,096 | |
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) | $ (3,459) | (2,283) | |
Derivative Financial Instruments Seven | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [1] | $ 6,937 | |
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) | $ (63) | (37) | |
Derivative Financial Instruments Eight | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [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) | $ (4,292) | (1,694) | |
Derivative Financial Instruments Nine | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [1] | $ 136,490 | |
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) | $ (4,524) | (1,795) | |
Derivative Financial Instruments Ten | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [3] | $ 260,000 | |
Strike | [2] | 1.50% | |
Trade date | Nov. 19, 2015 | ||
Forward date | Nov. 19, 2015 | ||
Maturity date | Nov. 30, 2018 | ||
Fair value asset (liability) | $ 266 | $ 1,988 | |
Derivative Financial Instruments Eleven | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | [3] | $ 150,000 | |
Strike | [2] | 1.50% | |
Trade date | Mar. 1, 2016 | ||
Forward date | Mar. 1, 2016 | ||
Maturity date | Nov. 30, 2018 | ||
Fair value asset (liability) | $ 155 | ||
[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 caps held by the Company, or its equity method investments, which are recorded at fair value and included in other assets in the accompanying condensed consolidated balance sheets. |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 6 Months Ended | 9 Months Ended | 13 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Feb. 11, 2016 | [2] | ||
Class Of Stock [Line Items] | |||||||
Aggregate proceeds received from offering | $ 21,383 | $ 368,864 | |||||
Cash distribution declared | 36,992 | 28,143 | |||||
Cash paid to stockholders | $ 15,600 | $ 11,900 | |||||
Stock distributions, shares | 0 | [1] | 0.0025 | 0 | |||
Redemption of common stock, per share | $ 9.73 | $ 9.73 | $ 9.51 | ||||
Redemptions of common stock | $ 17,564 | $ 3,805 | |||||
Distributions to promoted interest holders | 3,850 | ||||||
Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate proceeds received from offering | $ 22 | $ 350 | |||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 2,193,000 | 35,019,000 | |||||
Stock distributions, shares | 2,003,000 | ||||||
Redemption of common stock, shares | 1,805,000 | 400,000 | |||||
Redemptions of common stock | $ 17 | $ 4 | |||||
Offerings | |||||||
Class Of Stock [Line Items] | |||||||
Maximum expected date to sell shares of common stock | Sep. 30, 2015 | ||||||
Reinvestment Plan | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate proceeds received from offering | $ 21,400 | $ 16,200 | |||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 2,200,000 | 1,600,000 | |||||
Cash distribution declared | $ 21,400 | $ 16,200 | |||||
[1] | The Company’s board of directors adopted an estimated NAV of $9.75 as of December 31, 2015, which upon adoption represents the Reinvestment Plan price per share. | ||||||
[2] | The Company closed its Offerings on September 30, 2015 and discontinued its stock distributions concurrently. The monthly stock distributions were 0.0025 through September 30, 2015. |
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 | 5 Months Ended | 9 Months Ended | 13 Months Ended | |||
Jun. 30, 2016 | [1] | Sep. 30, 2015 | Feb. 11, 2016 | Dec. 31, 2015 | ||
Dividends Payable [Line Items] | ||||||
Price per Share | $ 9.75 | $ 10.58 | ||||
Reinvestment Plan Price per Share | $ 9.75 | |||||
Monthly Cash Distributions | $ 0.0353 | $ 0.0353 | ||||
Monthly Stock Distributions | 0 | 0.0025 | 0 | [2] | ||
Reinvestment Plan | ||||||
Dividends Payable [Line Items] | ||||||
Reinvestment Plan Price per Share | $ 9.75 | $ 10.06 | ||||
[1] | The Company’s board of directors adopted an estimated NAV of $9.75 as of December 31, 2015, which upon adoption represents the Reinvestment Plan price per share. | |||||
[2] | The Company closed its Offerings on September 30, 2015 and discontinued its stock distributions concurrently. The monthly stock distributions were 0.0025 through September 30, 2015. |
Historical Share Prices in It54
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 (Parenthetical) (Detail) - $ / shares | 5 Months Ended | 9 Months Ended | 13 Months Ended | |||
Jun. 30, 2016 | [1] | Sep. 30, 2015 | Feb. 11, 2016 | [2] | Dec. 31, 2015 | |
Equity [Abstract] | ||||||
Then-current offering price or NAV | $ 9.75 | |||||
Stock distributions, shares | 0 | 0.0025 | 0 | |||
[1] | The Company’s board of directors adopted an estimated NAV of $9.75 as of December 31, 2015, which upon adoption represents the Reinvestment Plan price per share. | |||||
[2] | The Company closed its Offerings on September 30, 2015 and discontinued its stock distributions concurrently. The monthly stock distributions were 0.0025 through September 30, 2015. |
Effect of Derivative Financial
Effect of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | $ (1,961) | $ 1,802 | $ (9,891) | $ (3,396) |
Interest Expense and Loan Cost Amortization | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss reclassified from accumulated other comprehensive loss into earnings | (2,366) | (836) | (3,682) | (1,569) |
Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | (1,271) | 1,642 | (7,763) | (3,624) |
Interest Rate Swap | Interest Expense and Loan Cost Amortization | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss reclassified from accumulated other comprehensive loss into earnings | (2,361) | (674) | (3,658) | (1,333) |
Interest Rate Cap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | (695) | (2,151) | ||
Interest Rate Cap | Unconsolidated Joint Venture | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | (2) | (1) | (8) | |
Reclassification of Interest Rate Swaps Upon Derecognition | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | 162 | 236 | ||
Reclassification of Interest Rate Swaps Upon Derecognition | Interest Expense and Loan Cost Amortization | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss reclassified from accumulated other comprehensive loss into earnings | $ (162) | $ (236) | ||
Reclassification of Interest Rate Swaps Due to Ineffectiveness | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | 5 | 24 | ||
Reclassification of Interest Rate Swaps Due to Ineffectiveness | Interest Expense and Loan Cost Amortization | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss reclassified from accumulated other comprehensive loss into earnings | $ (5) | $ (24) |
Commitments and Contingencies (
Commitments and Contingencies (Detail) | 6 Months Ended |
Jun. 30, 2016Agreement | |
Commitments And Contingencies Disclosure [Abstract] | |
Number of remaining promoted interest agreements | 8 |