Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CNL Healthcare Properties, Inc. | |
Entity Trading Symbol | CHP | |
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 | 173,991,512 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Statement Of Financial Position [Abstract] | |||
Real estate investment properties, net (including VIEs $207,283 and $209,212, respectively) | $ 2,465,250 | $ 2,483,358 | |
Intangibles, net (including VIEs $1,638 and $1,836, respectively) | 93,366 | 99,452 | |
Cash (including VIEs $1,276 and $2,203, respectively) | 67,382 | 64,522 | |
Deferred rent and lease incentives (including VIEs $7,216 and $6,330, respectively) | 44,738 | 42,790 | |
Other assets (including VIEs $841 and $1,025, respectively) | 35,800 | 35,687 | |
Assets held for sale, net (including VIEs $4,790 and $4,867, respectively) | 57,524 | 57,484 | |
Restricted cash (including VIEs $1,271 and $1,242, respectively) | 9,673 | 10,169 | |
Total assets | 2,773,733 | 2,793,462 | |
Liabilities: | |||
Mortgages and other notes payable, net (including VIEs $154,724 and $153,409, respectively) | 1,028,789 | 1,032,153 | |
Credit facilities | 645,304 | 630,066 | |
Accounts payable and accrued liabilities (including VIEs $3,728 and $4,469, respectively) | 47,434 | 46,702 | |
Other liabilities (including VIEs $1,168 and $1,243, respectively) | 26,863 | 27,940 | |
Due to related parties | [1] | 4,055 | 3,941 |
Total liabilities | 1,752,445 | 1,740,802 | |
Commitments and contingencies (Note 13) | |||
Redeemable noncontrolling interest | 427 | 425 | |
Stockholders' equity: | |||
Preferred stock, $0.01 par value per share, 200,000 shares authorized; none issued or outstanding | |||
Excess shares, $0.01 par value per share, 300,000 shares authorized; none issued or outstanding | |||
Common stock, $0.01 par value per share, 1,120,000 shares authorized, 185,566 and 184,493 shares issued, and 173,992 and 174,634 shares outstanding, respectively | 1,741 | 1,747 | |
Capital in excess of par value | 1,517,071 | 1,523,372 | |
Accumulated loss | (216,649) | (208,775) | |
Accumulated distributions | (284,607) | (264,283) | |
Accumulated other comprehensive income (loss) | 2,168 | (985) | |
Total stockholders' equity | 1,019,724 | 1,051,076 | |
Noncontrolling interest | 1,137 | 1,159 | |
Total equity | 1,021,288 | 1,052,660 | |
Total liabilities and equity | $ 2,773,733 | $ 2,793,462 | |
[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 | Mar. 31, 2018 | Dec. 31, 2017 |
Real estate investment properties, net | $ 2,465,250 | $ 2,483,358 |
Intangibles, net | 93,366 | 99,452 |
Cash | 67,382 | 64,522 |
Deferred rent and lease incentives | 44,738 | 42,790 |
Other assets | 35,800 | 35,687 |
Assets held for sale, net | 57,524 | 57,484 |
Restricted cash | 9,673 | 10,169 |
Mortgages and other notes payable, net | 1,028,789 | 1,032,153 |
Accounts payable and accrued liabilities | 47,434 | 46,702 |
Other liabilities | $ 26,863 | $ 27,940 |
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 | 185,566,000 | 184,493,000 |
Common stock, shares outstanding | 173,991,000 | 174,634,000 |
VIEs | ||
Real estate investment properties, net | $ 207,283 | $ 209,212 |
Intangibles, net | 1,638 | 1,836 |
Cash | 1,276 | 2,203 |
Deferred rent and lease incentives | 7,216 | 6,330 |
Other assets | 841 | 1,025 |
Assets held for sale, net | 4,790 | 4,867 |
Restricted cash | 1,271 | 1,242 |
Mortgages and other notes payable, net | 154,724 | 153,409 |
Accounts payable and accrued liabilities | 3,728 | 4,469 |
Other liabilities | $ 1,168 | $ 1,243 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Rental income and tenant reimbursements | $ 37,066 | $ 37,478 |
Resident fees and services | 67,519 | 58,220 |
Total revenues | 104,585 | 95,698 |
Operating expenses: | ||
Property operating expenses | 51,879 | 45,423 |
General and administrative | 3,474 | 3,472 |
Asset management fees | 7,597 | 7,272 |
Property management fees | 5,325 | 4,612 |
Depreciation and amortization | 25,576 | 27,456 |
Total operating expenses | 93,851 | 88,235 |
Operating income | 10,734 | 7,463 |
Other income (expense): | ||
Interest and other income | 148 | 66 |
Interest expense and loan cost amortization | (18,232) | (15,082) |
Equity in earnings of unconsolidated entity | 87 | 204 |
Total other expense | (17,997) | (14,812) |
Loss before income taxes | (7,263) | (7,349) |
Income tax expense | (635) | (115) |
Net loss | (7,898) | (7,464) |
Less: Net loss attributable to noncontrolling interest | (24) | (140) |
Net loss attributable to common stockholders | $ (7,874) | $ (7,324) |
Net loss per share of common stock (basic and diluted) | $ (0.05) | $ (0.04) |
Weighted average number of shares of common stock outstanding (basic and diluted) | 174,854 | 175,277 |
Distributions declared per share of common stock | $ 0.11639 | $ 0.10581 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (7,898) | $ (7,464) |
Other comprehensive income (loss): | ||
Unrealized gain on derivative financial instruments, net | 3,027 | 2,235 |
Reclassification of cash flow hedges due to ineffectiveness | (4) | |
Reclassification of cash flow hedges upon derecognition | 126 | |
Total other comprehensive income (loss) | 3,153 | 2,231 |
Comprehensive loss | (4,745) | (5,233) |
Less: Comprehensive loss attributable to noncontrolling interest | (24) | (140) |
Comprehensive loss attributable to common stockholders | $ (4,721) | $ (5,093) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (UNAUDITED) - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest | Common Stock | Capital in Excess of Par Value | Accumulated Loss | Accumulated Distributions | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | Non- controlling Interest |
Beginning Balance at Dec. 31, 2016 | $ 1,154,817 | $ 472 | $ 1,751 | $ 1,528,435 | $ (182,813) | $ (186,551) | $ (7,863) | $ 1,152,959 | $ 1,386 |
Beginning Balance (in shares) at Dec. 31, 2016 | 175,070,000 | ||||||||
Subscriptions received for common stock through reinvestment plan | $ 10,412 | $ 10 | 10,402 | 10,412 | |||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 1,000,000 | 1,037,000 | |||||||
Redemptions of common stock | $ (10,870) | $ (10) | (10,860) | (10,870) | |||||
Redemption of common stock, shares | (1,088,000) | ||||||||
Net loss | (7,464) | (30) | (7,324) | (7,324) | (110) | ||||
Other comprehensive income | 2,231 | 2,231 | 2,231 | ||||||
Distribution to holder of noncontrolling interest | (12) | (12) | |||||||
Cash distributions declared | (18,525) | (18,525) | (18,525) | ||||||
Ending Balance at Mar. 31, 2017 | 1,130,589 | 442 | $ 1,751 | 1,527,977 | (190,137) | (205,076) | (5,632) | 1,128,883 | 1,264 |
Ending Balance (in shares) at Mar. 31, 2017 | 175,019,000 | ||||||||
Beginning Balance at Dec. 31, 2017 | $ 1,052,660 | 425 | $ 1,747 | 1,523,372 | (208,775) | (264,283) | (985) | 1,051,076 | 1,159 |
Beginning Balance (in shares) at Dec. 31, 2017 | 174,634,000 | 174,634,000 | |||||||
Subscriptions received for common stock through reinvestment plan | $ 11,078 | $ 11 | 11,067 | 11,078 | |||||
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 1,100,000 | 1,073,000 | |||||||
Redemptions of common stock | $ (17,385) | $ (17) | (17,368) | (17,385) | |||||
Redemption of common stock, shares | (1,716,000) | ||||||||
Net loss | (7,898) | (2) | (7,874) | (7,874) | (22) | ||||
Other comprehensive income | 3,153 | 3,153 | 3,153 | ||||||
Cash distributions declared | (20,324) | (20,324) | (20,324) | ||||||
Contribution from noncontrolling interests | 4 | 4 | |||||||
Ending Balance at Mar. 31, 2018 | $ 1,021,288 | $ 427 | $ 1,741 | $ 1,517,071 | $ (216,649) | $ (284,607) | $ 2,168 | $ 1,019,724 | $ 1,137 |
Ending Balance (in shares) at Mar. 31, 2018 | 173,991,000 | 173,991,000 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Stockholders Equity [Abstract] | ||
Cash distributions, declared per share | $ 0.11639 | $ 0.10581 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net cash flows provided by operating activities | $ 17,787 | $ 18,667 |
Investing activities: | ||
Development of properties | (819) | (20,584) |
Capital expenditures | (1,969) | (2,369) |
Other investing activities | (955) | (294) |
Net cash used in investing activities | (3,743) | (23,247) |
Financing activities: | ||
Distributions to stockholders, net of distribution reinvestments | (9,246) | (8,113) |
Redemptions of common stock | (11,711) | (10,397) |
Draws under credit facilities | 15,000 | 10,000 |
Repayments on credit facilities | (24,863) | |
Proceeds from mortgages and other notes payable | 1,500 | 45,645 |
Principal payments on mortgages and other notes payable | (5,662) | (6,082) |
Contingent purchase price consideration payments | (2,529) | |
Other financing activities | (1,561) | (414) |
Net cash flows (used in) provided by financing activities | (11,680) | 3,247 |
Net increase (decrease) in cash and restricted cash | 2,364 | (1,333) |
Cash and restricted cash at beginning of period | 74,691 | 71,238 |
Cash and restricted cash at end of period | 77,055 | 69,905 |
Amounts incurred but not paid (including amounts due to related parties): | ||
Accrued development costs | 402 | 10,276 |
Redemptions payable | $ 17,385 | 10,870 |
Distribution to holder of promoted interest | $ 2,000 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2018 | |
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 United States (“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”) and a wholly owned subsidiary of CNL. 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 CHP Partners, LP (“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 contributed the net proceeds from its Offerings to the Operating Partnership in exchange for partnership interests. 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 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”). In 2017, the Company began evaluating strategic alternatives to provide liquidity to its stockholders. The Company continues to evaluate strategic alternatives for an outcome in the best interests of its stockholders and will announce publicly once it has formed a special committee and engaged an investment banker. Until such time, the Company will continue to strategically manage and position its portfolio to drive performance and value during what is now the maturation phase of the Company’s lifecycle. 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 (“MOBs”), 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 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 | 3 Months Ended |
Mar. 31, 2018 | |
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 U.S. (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the three months ended March 31, 2018 may not be indicative of the results that may be expected for the year ending December 31, 2018. Amounts as of December 31, 2017 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, 2017 (“Annual Report”). 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 a VIE, the Company is required to identify entities for which control is achieved through means other than voting rights and to determine the primary beneficiary of its VIEs. The Company qualitatively assesses whether it is the primary beneficiary of a VIE and considers various factors including, but not limited to, the design of the entity, its organizational structure including decision-making ability and financial agreements, its ability and the rights of others to participate in policy making decisions, as well as its ability to replace the VIE manager and/or liquidate the entity. Reclassifications – Certain amounts in the prior year’s condensed consolidated balance sheet, statement of operations and statement of cash flows have been reclassified to conform to the current year’s presentation with no effect on the other previously reported 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. 2. Summary of Significant Accounting Policies (continued) Adopted Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standards Codification (“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. In addition, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)," which clarifies the scope of subtopic 610-20, that was issued as a part of ASU 2014-09, as it relates to in-substance nonfinancial assets and must be adopted concurrently with ASC 606. Both ASUs 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 adopted these ASUs using the modified retrospective approach as its transition method on January 1, 2018; the adoption of which did not have a material impact to its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which amended the hedge accounting model to better reflect an entity’s risk management activities. The ASU expands an entities ability to hedge nonfinancial and financial risk components as well as reduce the complexity related to fair value hedges of interest rate risk. The ASU further eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company early adopted this ASU prospectively on January 1, 2018; the adoption of which did not have a material impact on the Company’s consolidated results of operations or cash flows. Recent Accounting Pronouncements — 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 continues to execute on its implementation plan for ASC 842 and expects to adopt this ASU on January 1, 2019. The Company expects that adoption will impact the Company’s consolidated financial statements and related financial statement disclosures; specifically, (1) the Company’s consolidated financial position as it relates to the required presentation for arrangements such as ground and air rights leases in which the Company is the lessee, and (2) the allocation of consideration between lease and non-lease components for arrangements in which the Company is the lessor. However, the Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated results of operations or cash flows. In addition, while still in exposure draft, the FASB has proposed a practical expedient for lessors allowing them to elect to not separate lease and non-lease components in a contract for the purpose of revenue recognition and disclosure if certain criteria are met. If the proposed practical expedient is finalized, the Company plans to elect the practical expedient. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Resident fees and services are operating revenues relating to the Company’s managed seniors housing properties, which are operated under a RIDEA structures. Resident fees and services directly relate to the provision of monthly goods and services that are generally bundled together under a single resident agreement. The Company accounts for its resident agreements as a single performance obligation under ASC 606 given the Company’s overall promise to provide a series of stand-ready goods and services to its residents each month. Resident fees and services are recorded in the period in which the goods are provided and the services performed and generally consist of (1) monthly rent, which covers occupancy of the residents’ unit as well as basic services, such as utilities, meals and certain housekeeping services, and (2) service level charges, such as assisted living care, memory care and ancillary services. Resident agreements are generally short-term in nature, billed monthly in advance and cancelable by the residents with a 30-day notice. Resident agreements may require the payment of upfront fees prior to moving into the community with any non-refundable portion of such fees being recorded as deferred revenue and amortized over the estimated resident stay. The following table represents the disaggregated revenue for resident fees and services during the three months ended March 31, 2018 and 2017: Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2018 2017 2018 2017 2018 2017 Independent living 2,261 2,261 $ 17.5 12.7 25.9 % 21.8 % Assisted living 2,966 2,885 33.7 30.5 49.9 % 52.4 % Memory care 853 774 13.0 11.9 19.3 % 20.4 % Other revenues ― ― 3.3 3.1 4.9 % 5.3 % 6,080 5,920 $ 67.5 58.2 100.0 % 100.0 % |
Real Estate Assets, net
Real Estate Assets, net | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Real Estate Assets, net | 4. Real Estate Assets, net The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, December 31, 2018 2017 Land and land improvements $ 251,944 $ 251,806 Building and building improvements 2,414,101 2,412,687 Furniture, fixtures and equipment 83,019 82,759 Less: accumulated depreciation (283,814) (263,894) Total real estate assets, net $ 2,465,250 $ 2,483,358 Depreciation expense on the Company’s real estate investment properties, net was approximately $20.0 million and $19.5 million for the three months ended March 31, 2018 and 2017, respectively. |
Intangibles, net
Intangibles, net | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles, net | 5. Intangibles, net The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities as of March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, December 31, 2018 2017 In-place lease intangibles $ 223,269 $ 223,269 Above-market lease intangibles 13,860 13,860 Below-market ground lease intangibles 12,470 12,470 Less: accumulated amortization (156,233) (150,147) Intangible assets, net $ 93,366 $ 99,452 Below-market lease intangibles $ (11,972) $ (11,973) Above-market ground lease intangibles (3,407) (3,407) Less: accumulated amortization 5,969 5,629 Intangible liabilities, net (1) $ (9,410) $ (9,751) ____________ 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 $6.1 million for the three months ended March 31, 2018, of which approximately $0.4 million was treated as a reduction of rental income and tenant reimbursements, approximately $0.1 million was treated as an increase of property operating expenses and approximately $5.6 million was included in depreciation and amortization. Amortization on the Company’s intangible assets was approximately $8.5 million for the three months ended March 31, 2017, of which approximately $0.4 million was treated as a reduction of rental income and tenant reimbursements, approximately $0.1 million was treated as an increase of property operating expenses and approximately $8.0 million was included in depreciation and amortization. Amortization on the Company’s intangible liabilities was approximately $0.3 million for the three months ended March 31, 2018, of which approximately $0.3 million was treated as an increase of rental income and tenant reimbursements and approximately $0.02 million was treated as a reduction of property operating expenses. For the three months ended March 31, 2017, amortization on the Company’s intangible liabilities was approximately $0.4 million, of which approximately $0.4 million was treated as an increase of rental income and tenant reimbursements and approximately $0.02 million was treated as a reduction of property operating expenses. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | 6. 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 March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, December 31, 2018 2017 Assets: Real estate investment properties, net $ 207,283 $ 209,212 Intangibles, net $ 1,638 $ 1,836 Cash $ 1,276 $ 2,203 Deferred rent and lease incentives $ 7,216 $ 6,330 Other assets $ 841 $ 1,025 Assets held for sale, net $ 4,790 $ 4,867 Restricted cash $ 1,271 $ 1,242 Liabilities: Mortgages and other notes payable, net $ 154,724 $ 153,409 Accounts payable and accrued liabilities $ 2,950 $ 3,560 Accrued development costs $ 778 $ 909 Other liabilities $ 1,168 $ 1,243 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 $63.0 million as of March 31, 2018. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs. As of March 31, 2018 and December 31, 2017, the Company had 10 subsidiaries which are classified as VIEs due to the following factors and circumstances as of March 31, 2018: • 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. • Four of these subsidiaries are entities with completed real estate under development in which there is insufficient equity at risk due to the development nature of each entity. • Two of these subsidiaries are joint ventures with completed 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 with 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 | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Contingent Purchase Price Consideration | 7. Contingent Purchase Price Consideration During the three months ended March 31, 2018, the Company did not have any adjustments or cash flows related to contingent purchase price consideration as the Company had no remaining obligations as of December 31, 2017. The following table provides a roll-forward of the fair value of the Company’s aggregate contingent purchase price consideration for the three months ended March 31, 2017 (in thousands): Quarter Ended March 31, 2017 Property Beginning asset (liability) as of December 31, 2016 Contingent Consideration Payment (Receipt) Change in Fair Value Ending asset (liability) as of March 31, 2017 Superior Residences of Panama City $ (4,000) $ 2,000 $ ― $ (2,000) Siena Pavilion VI (645) 529 ― (116) Center One 1,079 (102) ― 977 $ (3,566) $ 2,427 $ ― $ (1,139) The fair value of the contingent purchase price consideration was based on a then-current income approach that is primarily determined based on the present value and probability of future cash flows using internal underwriting models. The income approach further includes estimates of risk-adjusted rate of return and capitalization rates for each property. |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Indebtedness | 8. Indebtedness The following table provides details of the Company’s indebtedness as of March 31, 2018 and December 31, 2017 (in thousands): March 31, December 31, 2018 2017 Mortgages payable and other notes payable: Fixed rate debt $ 407,014 $ 409,607 Variable rate debt (1) (2) 627,591 629,160 Mortgages and other notes payable (3) 1,034,605 1,038,767 Premium (discount), net (4) 94 102 Loan costs, net (5,910) (6,716) Total mortgages and other notes payable, net 1,028,789 1,032,153 Credit facilities: Revolving Credit Facility (1) (2) (5) 197,000 182,000 First Term Loan Facility (1) 175,000 175,000 Second Term Loan Facility (1) (2) 275,000 275,000 Loan costs, net related to Term Loan Facilities (1,696) (1,934) Total credit facilities, net 645,304 630,066 Total indebtedness, net $ 1,674,093 $ 1,662,219 _____________ FOOTNOTES: (1) As of March 31, 2018 and December 31, 2017, the Company had entered into interest rate swaps with notional amounts of approximately $492.5 million and $506.4 million, respectively, which were settling on a monthly basis. Refer to Note 10. “Derivative Financial Instruments” for additional information. 8. Indebtedness (continued) (2) As of March 31, 2018 and December 31, 2017, the Company had entered into interest rate caps with notional amounts of approximately $527.0 million and $527.0 million, respectively. In addition, as of March 31, 2018 the Company had entered into interest rate caps with forward effective dates with notional amounts of approximately $636.6 million in order to hedge the Company’s exposure to interest rate changes in future periods. Refer to Note 10. “Derivative Financial Instruments” for additional information. (3) As of March 31, 2018 and December 31, 2017, the Company’s mortgages and other notes payable are collateralized by 76 and 76 properties, respectively, with total carrying value of approximately $1.6 billion and $1.6 billion, respectively. (4) Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition dates. (5) As of March 31, 2018 and December 31, 2017, the Company had undrawn availability under the senior unsecured revolving line of credit (“Revolving Credit Facility”) of approximately $23.6 million and $28.4 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. The following table provides the details of the fair market value and carrying value of the Company’s indebtedness as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 December 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Mortgages and other notes payable, net $ 1,029.6 $ 1,028.8 $ 1,034.9 $ 1,032.2 Credit facilities $ 647.0 $ 645.3 $ 632.0 $ 630.1 These fair market values are based on current rates and spreads the Company would expect to obtain for similar borrowings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy. The estimated fair value of accounts payable and accrued liabilities approximates the carrying value as of March 31, 2018 and December 31, 2017 because of the relatively short maturities of the obligations. All of the Company’s mortgage and construction loans contain customary financial covenants and ratios; including (but not limited to) the following: debt service coverage ratio, minimum occupancy levels, limitations on incurrence of additional indebtedness, etc. The 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 March 31, 2018, the Company was in compliance with all financial covenants. |
Related Party Arrangements
Related Party Arrangements | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | 9. Related Party Arrangements During the three months ended March 31, 2018 and 2017, the Company paid approximately $0.2 million and $0.1 million, respectively, of cash distributions on restricted stock issued pursuant to the expense support agreements, which have been recognized as compensation expense and included in general and administrative expense in the accompanying condensed consolidated statements of operations. The expenses and fees incurred by and reimbursable to the Company’s related parties for the three months ended March 31, 2018 and 2017, and related amounts unpaid as of March 31, 2018 and December 31, 2017 are as follows (in thousands): Three Months Ended Unpaid amounts as of (1) March 31, March 31, December 31, 2018 2017 2018 2017 Reimbursable expenses: Operating expenses (2) $ 1,624 $ 1,302 $ 1,129 $ 1,042 Acquisition fees and expenses ― ― ― 2 1,624 1,302 1,129 1,044 Investment services fees (3) ― 40 ― ― Financing coordination fees (4) ― 280 ― ― Property management fees (5) 1,168 1,263 392 381 Asset management fees (6) 7,597 7,487 2,534 2,516 $ 10,389 $ 10,372 $ 4,055 $ 3,941 ____________ FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. (2) Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying condensed consolidated balance sheets. (3) No investment service fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.04 million in investment service fees related to the Company’s completed developments, of which approximately $0.04 million were capitalized an included in real estate assets, net in the accompanying condensed consolidated balance sheets. Investment services fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. (4) No financing coordination fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.3 million in financing coordination fees related to the Tega Cay Loan refinancing. (5) For the three months ended March 31, 2018, the Company incurred approximately $1.2 million in property management fees payable to the Property Manager. For the three months ended March 31, 2017, the Company incurred approximately $1.3 million in property and construction management fees payable to the Property Manager of which approximately $0.2 million in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. (6) For the three months ended March 31, 2018, the Company incurred approximately $7.6 million in asset management fees payable to the Advisor. For the three months ended March 31, 2017, the Company incurred approximately $7.5 million in asset management fees payable to the Advisor of which approximately $0.2 million was capitalized and included in real estate assets, net in the accompanying condensed consolidated balance sheets. No expense support was received for the three months ended March 31, 2018 and 2017. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10. Derivative Financial Instruments The following summarizes the terms of the Company’s derivative financial instruments and the corresponding asset (liability) as of March 31, 2018 and December 31, 2017 (in thousands): Fair value asset (liability) as of Notional Amount Strike (1) Credit Spread (1) Trade date Forward date Maturity date March 31, 2018 December 31, 2017 $ ― 1.3 % 2.6 % 1/17/2013 1/15/2015 1/16/2018 $ ― $ 1 $ 36,687 (2) 2.7 % 2.5 % 9/6/2013 8/17/2015 7/10/2018 $ (84) $ (213) $ 25,000 (2) 2.8 % 2.5 % 9/6/2013 8/17/2015 8/29/2018 $ (85) $ (182) $ 46,834 (2) 2.4 % 2.9 % 8/15/2014 6/1/2016 6/2/2019 $ 12 $ (280) $ 80,442 (2) 2.3 % 2.4 % 9/12/2014 8/1/2015 7/15/2019 $ 90 $ (424) $ 175,000 (2) 1.6 % 2.0 % 12/23/2014 12/19/2014 2/19/2019 $ 837 $ 464 $ 128,573 (2) 1.7 % 2.0 % 1/9/2015 12/10/2015 12/22/2019 $ 1,209 $ 516 $ 260,000 (3) 1.5 % ― % 11/19/2015 11/19/2015 11/30/2018 $ 956 $ 681 $ 150,000 (3) 1.5 % ― % 3/1/2016 3/1/2016 11/30/2018 $ 551 $ 393 $ 117,000 (3) 2.3 % ― % 8/29/2017 8/29/2017 9/1/2019 $ 266 $ 95 $ 410,000 (3) 3.0 % ― % 3/28/2018 11/30/2018 12/19/2019 $ 297 ― $ 175,000 (3) 3.0 % ― % 3/28/2018 2/19/2019 12/19/2019 $ 119 ― $ 51,575 (3) 3.0 % ― % 3/28/2018 7/10/2018 12/19/2019 $ 38 ― ____________ 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 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 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 | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | 11. Equity Stockholders’ Equity: Distribution Reinvestment Plan — For the three months ended March 31, 2018 and 2017, the Company received proceeds through its Reinvestment Plan of approximately $11.1 million (1.1 million shares) and $10.4 million (1.0 million shares), respectively. Distributions — The following table details the Company’s historical estimated NAV per share, including the prices pursuant to the Reinvestment Plan and the Company’s monthly cash distributions per share: NAV per Share Reinvestment Plan Price per Share Quarterly Cash Distributions Period February 14, 2017 through June 30, 2017 $ 10.04 $ 10.04 $ 0.10581 July 1, 2017 through February 12, 2018 $ 10.04 $ 10.04 $ 0.11639 February 13, 2018 through March 31, 2018 $ 10.32 $ 10.32 $ 0.11639 During the three months ended March 31, 2018 and 2017, the Company declared cash distributions of $20.3 million and $18.5 million, respectively, of which $9.2 million and $8.1 million, respectively, were paid in cash to stockholders and $11.1 million and $10.4 million, respectively, were reinvested pursuant to the Reinvestment Plan. Redemptions — During the three months ended March 31, 2018 and 2017, the Company received requests for the redemption of common stock of approximately $17.4 million and $10.9 million, respectively, all of which were approved for redemption at an average price of $10.13 and $9.99, respectively. Other comprehensive income (loss) — The following table reflects the effect of derivative financial instruments held by the Company and included in the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2018 and 2017 (in thousands): Derivative financial instruments Gain (loss) recognized in other comprehensive loss on derivative financial instruments Location of gain (loss) reclassified into earnings Gain (loss) reclassified from accumulated other comprehensive loss income (loss) into earnings Three Months Ended Three Months Ended March 31, March 31, 2018 2017 2018 2017 Interest rate swaps $ 1,967 $ 2,132 Interest expense and loan cost amortization $ (228) $ (1,509) Interest rate caps 1,060 103 Interest expense and loan cost amortization (418) (90) Reclassification of interest rate swaps upon derecognition 126 ― Interest expense and loan cost amortization (126) ― Reclassification of interest rate swaps due to ineffectiveness ― (4) Interest expense and loan cost amortization ― 4 Total $ 3,153 $ 2,231 $ (772) $ (1,595) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The accompanying condensed consolidated financial statements include an interim tax provision for the three months ended March 31, 2018 and 2017. The Company recorded a total provision for income taxes of approximately $0.6 million and $0.1 million for the three months ended March 31, 2018 and 2017, respectively. Of the approximate $0.6 million in income tax expense for three months ended March 31, 2018, approximately $0.1 million represents current income tax expense, and approximately $0.5 million represents a decrease to the Company’s net deferred tax assets which is primarily due to the utilization of a portion of the Company’s TRS’s federal and state net operating loss carry-forwards. All of the approximate $0.1 million of the Company’s total income tax expense for three months ended March 31, 2017 was classified as current income tax expense. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. 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 approximately $0.6 million remaining development budgets for the Company’s completed developments and expansions. As a result of the Company’s completed seniors housing developments continuing to move towards or achieving stabilization, the Company monitors the lease-up of these properties to determine whether the established performance metrics have been met as of each reporting period. The Company has six 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. For the remaining six promoted interest agreements, the established performance metrics were not met nor probable of being met as of March 31, 2018. Refer to Note 9. “Related Party Arrangements” for information on contingent restricted stock shares due to the Company’s Advisor and Property Manager in connection with the expense support agreements. |
Assets Held For Sale, net
Assets Held For Sale, net | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Assets Held For Sale, net | 14. Assets Held For Sale, net In August 2017, the Company committed to a plan to sell the Perennial Communities, which are comprised of six skilled nursing facilities located in Arkansas, and classified the associated assets as held for sale. Additionally, during the three months ended March 31, 2018, the Company executed a put option within its air rights lease to sell Physicians Regional Medical Center – Central Wing and classified the associated assets as held for sale as of March 31, 2018. The sale of these properties would not cause a strategic shift in the Company nor would it be considered individually significant; therefore, they do not qualify as discontinued operations. As of March 31, 2018 and December 31, 2017, assets held for sale consisted of the following (in thousands): March 31, December 31, 2018 2017 Real estate held for sale, net $ 51,804 $ 51,731 Intangibles, net 824 860 Deferred rent and lease incentives 4,970 4,972 Other liabilities (74) (79) Real estate held for sale, net $ 57,524 $ 57,484 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the U.S. (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the three months ended March 31, 2018 may not be indicative of the results that may be expected for the year ending December 31, 2018. Amounts as of December 31, 2017 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, 2017 (“Annual Report”). 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 a VIE, the Company is required to identify entities for which control is achieved through means other than voting rights and to determine the primary beneficiary of its VIEs. The Company qualitatively assesses whether it is the primary beneficiary of a VIE and considers various factors including, but not limited to, the design of the entity, its organizational structure including decision-making ability and financial agreements, its ability and the rights of others to participate in policy making decisions, as well as its ability to replace the VIE manager and/or liquidate the entity. |
Reclassifications | Reclassifications – Certain amounts in the prior year’s condensed consolidated balance sheet, statement of operations and statement of cash flows have been reclassified to conform to the current year’s presentation with no effect on the other previously reported 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. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standards Codification (“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. In addition, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)," which clarifies the scope of subtopic 610-20, that was issued as a part of ASU 2014-09, as it relates to in-substance nonfinancial assets and must be adopted concurrently with ASC 606. Both ASUs 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 adopted these ASUs using the modified retrospective approach as its transition method on January 1, 2018; the adoption of which did not have a material impact to its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which amended the hedge accounting model to better reflect an entity’s risk management activities. The ASU expands an entities ability to hedge nonfinancial and financial risk components as well as reduce the complexity related to fair value hedges of interest rate risk. The ASU further eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company early adopted this ASU prospectively on January 1, 2018; the adoption of which did not have a material impact on the Company’s consolidated results of operations or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — 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 continues to execute on its implementation plan for ASC 842 and expects to adopt this ASU on January 1, 2019. The Company expects that adoption will impact the Company’s consolidated financial statements and related financial statement disclosures; specifically, (1) the Company’s consolidated financial position as it relates to the required presentation for arrangements such as ground and air rights leases in which the Company is the lessee, and (2) the allocation of consideration between lease and non-lease components for arrangements in which the Company is the lessor. However, the Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated results of operations or cash flows. In addition, while still in exposure draft, the FASB has proposed a practical expedient for lessors allowing them to elect to not separate lease and non-lease components in a contract for the purpose of revenue recognition and disclosure if certain criteria are met. If the proposed practical expedient is finalized, the Company plans to elect the practical expedient. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table represents the disaggregated revenue for resident fees and services during the three months ended March 31, 2018 and 2017: Number of Units Revenues (in millions) Percentage of Revenues Resident fees and services: 2018 2017 2018 2017 2018 2017 Independent living 2,261 2,261 $ 17.5 12.7 25.9 % 21.8 % Assisted living 2,966 2,885 33.7 30.5 49.9 % 52.4 % Memory care 853 774 13.0 11.9 19.3 % 20.4 % Other revenues ― ― 3.3 3.1 4.9 % 5.3 % 6,080 5,920 $ 67.5 58.2 100.0 % 100.0 % |
Real Estate Assets, net (Tables
Real Estate Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Schedule of Real Estate Investment Properties | The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, December 31, 2018 2017 Land and land improvements $ 251,944 $ 251,806 Building and building improvements 2,414,101 2,412,687 Furniture, fixtures and equipment 83,019 82,759 Less: accumulated depreciation (283,814) (263,894) Total real estate assets, net $ 2,465,250 $ 2,483,358 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, December 31, 2018 2017 In-place lease intangibles $ 223,269 $ 223,269 Above-market lease intangibles 13,860 13,860 Below-market ground lease intangibles 12,470 12,470 Less: accumulated amortization (156,233) (150,147) Intangible assets, net $ 93,366 $ 99,452 Below-market lease intangibles $ (11,972) $ (11,973) Above-market ground lease intangibles (3,407) (3,407) Less: accumulated amortization 5,969 5,629 Intangible liabilities, net (1) $ (9,410) $ (9,751) ____________ 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) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 are as follows (in thousands): March 31, December 31, 2018 2017 Assets: Real estate investment properties, net $ 207,283 $ 209,212 Intangibles, net $ 1,638 $ 1,836 Cash $ 1,276 $ 2,203 Deferred rent and lease incentives $ 7,216 $ 6,330 Other assets $ 841 $ 1,025 Assets held for sale, net $ 4,790 $ 4,867 Restricted cash $ 1,271 $ 1,242 Liabilities: Mortgages and other notes payable, net $ 154,724 $ 153,409 Accounts payable and accrued liabilities $ 2,950 $ 3,560 Accrued development costs $ 778 $ 909 Other liabilities $ 1,168 $ 1,243 |
Contingent Purchase Price Con28
Contingent Purchase Price Consideration (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 three months ended March 31, 2017 (in thousands): Quarter Ended March 31, 2017 Property Beginning asset (liability) as of December 31, 2016 Contingent Consideration Payment (Receipt) Change in Fair Value Ending asset (liability) as of March 31, 2017 Superior Residences of Panama City $ (4,000) $ 2,000 $ ― $ (2,000) Siena Pavilion VI (645) 529 ― (116) Center One 1,079 (102) ― 977 $ (3,566) $ 2,427 $ ― $ (1,139) |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Details of Indebtedness | The following table provides details of the Company’s indebtedness as of March 31, 2018 and December 31, 2017 (in thousands): March 31, December 31, 2018 2017 Mortgages payable and other notes payable: Fixed rate debt $ 407,014 $ 409,607 Variable rate debt (1) (2) 627,591 629,160 Mortgages and other notes payable (3) 1,034,605 1,038,767 Premium (discount), net (4) 94 102 Loan costs, net (5,910) (6,716) Total mortgages and other notes payable, net 1,028,789 1,032,153 Credit facilities: Revolving Credit Facility (1) (2) (5) 197,000 182,000 First Term Loan Facility (1) 175,000 175,000 Second Term Loan Facility (1) (2) 275,000 275,000 Loan costs, net related to Term Loan Facilities (1,696) (1,934) Total credit facilities, net 645,304 630,066 Total indebtedness, net $ 1,674,093 $ 1,662,219 _____________ FOOTNOTES: (1) As of March 31, 2018 and December 31, 2017, the Company had entered into interest rate swaps with notional amounts of approximately $492.5 million and $506.4 million, respectively, which were settling on a monthly basis. Refer to Note 10. “Derivative Financial Instruments” for additional information. 8. Indebtedness (continued) (2) As of March 31, 2018 and December 31, 2017, the Company had entered into interest rate caps with notional amounts of approximately $527.0 million and $527.0 million, respectively. In addition, as of March 31, 2018 the Company had entered into interest rate caps with forward effective dates with notional amounts of approximately $636.6 million in order to hedge the Company’s exposure to interest rate changes in future periods. Refer to Note 10. “Derivative Financial Instruments” for additional information. (3) As of March 31, 2018 and December 31, 2017, the Company’s mortgages and other notes payable are collateralized by 76 and 76 properties, respectively, with total carrying value of approximately $1.6 billion and $1.6 billion, respectively. (4) Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition dates. (5) As of March 31, 2018 and December 31, 2017, the Company had undrawn availability under the senior unsecured revolving line of credit (“Revolving Credit Facility”) of approximately $23.6 million and $28.4 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. |
Schedule of Fair Market Value and Carrying Value of Indebtedness | The following table provides the details of the fair market value and carrying value of the Company’s indebtedness as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 December 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Mortgages and other notes payable, net $ 1,029.6 $ 1,028.8 $ 1,034.9 $ 1,032.2 Credit facilities $ 647.0 $ 645.3 $ 632.0 $ 630.1 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Arrangement, Fees and Expenses Incurred By, Reimbursable, Settled and Paid | The expenses and fees incurred by and reimbursable to the Company’s related parties for the three months ended March 31, 2018 and 2017, and related amounts unpaid as of March 31, 2018 and December 31, 2017 are as follows (in thousands): Three Months Ended Unpaid amounts as of (1) March 31, March 31, December 31, 2018 2017 2018 2017 Reimbursable expenses: Operating expenses (2) $ 1,624 $ 1,302 $ 1,129 $ 1,042 Acquisition fees and expenses ― ― ― 2 1,624 1,302 1,129 1,044 Investment services fees (3) ― 40 ― ― Financing coordination fees (4) ― 280 ― ― Property management fees (5) 1,168 1,263 392 381 Asset management fees (6) 7,597 7,487 2,534 2,516 $ 10,389 $ 10,372 $ 4,055 $ 3,941 ____________ FOOTNOTES: (1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. (2) Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying condensed consolidated balance sheets. (3) No investment service fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.04 million in investment service fees related to the Company’s completed developments, of which approximately $0.04 million were capitalized an included in real estate assets, net in the accompanying condensed consolidated balance sheets. Investment services fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. (4) No financing coordination fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.3 million in financing coordination fees related to the Tega Cay Loan refinancing. (5) For the three months ended March 31, 2018, the Company incurred approximately $1.2 million in property management fees payable to the Property Manager. For the three months ended March 31, 2017, the Company incurred approximately $1.3 million in property and construction management fees payable to the Property Manager of which approximately $0.2 million in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. (6) For the three months ended March 31, 2018, the Company incurred approximately $7.6 million in asset management fees payable to the Advisor. For the three months ended March 31, 2017, the Company incurred approximately $7.5 million in asset management fees payable to the Advisor of which approximately $0.2 million was capitalized and included in real estate assets, net in the accompanying condensed consolidated balance sheets. No expense support was received for the three months ended March 31, 2018 and 2017. |
Derivative Financial Instrume31
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 derivative financial instruments and the corresponding asset (liability) as of March 31, 2018 and December 31, 2017 (in thousands): Fair value asset (liability) as of Notional Amount Strike (1) Credit Spread (1) Trade date Forward date Maturity date March 31, 2018 December 31, 2017 $ ― 1.3 % 2.6 % 1/17/2013 1/15/2015 1/16/2018 $ ― $ 1 $ 36,687 (2) 2.7 % 2.5 % 9/6/2013 8/17/2015 7/10/2018 $ (84) $ (213) $ 25,000 (2) 2.8 % 2.5 % 9/6/2013 8/17/2015 8/29/2018 $ (85) $ (182) $ 46,834 (2) 2.4 % 2.9 % 8/15/2014 6/1/2016 6/2/2019 $ 12 $ (280) $ 80,442 (2) 2.3 % 2.4 % 9/12/2014 8/1/2015 7/15/2019 $ 90 $ (424) $ 175,000 (2) 1.6 % 2.0 % 12/23/2014 12/19/2014 2/19/2019 $ 837 $ 464 $ 128,573 (2) 1.7 % 2.0 % 1/9/2015 12/10/2015 12/22/2019 $ 1,209 $ 516 $ 260,000 (3) 1.5 % ― % 11/19/2015 11/19/2015 11/30/2018 $ 956 $ 681 $ 150,000 (3) 1.5 % ― % 3/1/2016 3/1/2016 11/30/2018 $ 551 $ 393 $ 117,000 (3) 2.3 % ― % 8/29/2017 8/29/2017 9/1/2019 $ 266 $ 95 $ 410,000 (3) 3.0 % ― % 3/28/2018 11/30/2018 12/19/2019 $ 297 ― $ 175,000 (3) 3.0 % ― % 3/28/2018 2/19/2019 12/19/2019 $ 119 ― $ 51,575 (3) 3.0 % ― % 3/28/2018 7/10/2018 12/19/2019 $ 38 ― ____________ 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 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 which are recorded at fair value and included in other assets in the accompanying condensed consolidated balance sheets. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Historical Estimated NAV Per Share, Including the Prices Pursuant to the Reinvestment Plan and the Company's Monthly Cash Distributions per Share | Distributions — The following table details the Company’s historical estimated NAV per share, including the prices pursuant to the Reinvestment Plan and the Company’s monthly cash distributions per share: NAV per Share Reinvestment Plan Price per Share Quarterly Cash Distributions Period February 14, 2017 through June 30, 2017 $ 10.04 $ 10.04 $ 0.10581 July 1, 2017 through February 12, 2018 $ 10.04 $ 10.04 $ 0.11639 February 13, 2018 through March 31, 2018 $ 10.32 $ 10.32 $ 0.11639 |
Effect of Derivative Financial Instruments | Other comprehensive income (loss) — The following table reflects the effect of derivative financial instruments held by the Company and included in the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2018 and 2017 (in thousands): Derivative financial instruments Gain (loss) recognized in other comprehensive loss on derivative financial instruments Location of gain (loss) reclassified into earnings Gain (loss) reclassified from accumulated other comprehensive loss income (loss) into earnings Three Months Ended Three Months Ended March 31, March 31, 2018 2017 2018 2017 Interest rate swaps $ 1,967 $ 2,132 Interest expense and loan cost amortization $ (228) $ (1,509) Interest rate caps 1,060 103 Interest expense and loan cost amortization (418) (90) Reclassification of interest rate swaps upon derecognition 126 ― Interest expense and loan cost amortization (126) ― Reclassification of interest rate swaps due to ineffectiveness ― (4) Interest expense and loan cost amortization ― 4 Total $ 3,153 $ 2,231 $ (772) $ (1,595) |
Assets Held For Sale, net (Tabl
Assets Held For Sale, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Assets Held for Sale, Net | As of March 31, 2018 and December 31, 2017, assets held for sale consisted of the following (in thousands): March 31, December 31, 2018 2017 Real estate held for sale, net $ 51,804 $ 51,731 Intangibles, net 824 860 Deferred rent and lease incentives 4,970 4,972 Other liabilities (74) (79) Real estate held for sale, net $ 57,524 $ 57,484 |
Organization - Additional Infor
Organization - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | 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 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)Facility | Mar. 31, 2017USD ($)Facility | |
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 6,080 | 5,920 |
Revenues | $ 67.5 | $ 58.2 |
Percentage of Revenues | 100.00% | 100.00% |
Independent Living | ||
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 2,261 | 2,261 |
Revenues | $ 17.5 | $ 12.7 |
Percentage of Revenues | 25.90% | 21.80% |
Assisted Living | ||
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 2,966 | 2,885 |
Revenues | $ 33.7 | $ 30.5 |
Percentage of Revenues | 49.90% | 52.40% |
Memory Care | ||
Disaggregation Of Revenue [Line Items] | ||
Number of Units | Facility | 853 | 774 |
Revenues | $ 13 | $ 11.9 |
Percentage of Revenues | 19.30% | 20.40% |
Other Revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 3.3 | $ 3.1 |
Percentage of Revenues | 4.90% | 5.30% |
Schedule of Real Estate Investm
Schedule of Real Estate Investment Properties (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Real Estate [Abstract] | ||
Land and land improvements | $ 251,944 | $ 251,806 |
Building and building improvements | 2,414,101 | 2,412,687 |
Furniture, fixtures and equipment | 83,019 | 82,759 |
Less: accumulated depreciation | 283,814 | 263,894 |
Total real estate assets, net | $ 2,465,250 | $ 2,483,358 |
Real Estate Assets, Net - Addit
Real Estate Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Real Estate Investment Properties | ||
Real Estate Properties [Line Items] | ||
Depreciation expense | $ 20 | $ 19.5 |
Schedule of Net Book Value of I
Schedule of Net Book Value of Intangibles (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Less: accumulated amortization | $ (156,233) | $ (150,147) | |
Intangible assets, net | 93,366 | 99,452 | |
Less: accumulated amortization | 5,969 | 5,629 | |
In-place lease intangibles | |||
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 223,269 | 223,269 | |
Above-market lease intangibles | |||
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Gross carrying amount, assets | 13,860 | 13,860 | |
Gross carrying amount, liabilities | (3,407) | (3,407) | |
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 | (11,972) | (11,973) | |
Other liabilities | |||
Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Intangible liabilities, net | [1] | $ (9,410) | $ (9,751) |
[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 | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible assets | $ 6,100 | $ 8,500 |
Amortization expense on intangible liabilities | 300 | 400 |
Rental Income from Operating Leases | ||
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible assets | 400 | 400 |
Amortization expense on intangible liabilities | 300 | 400 |
Property Operating Expenses | ||
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible assets | 100 | 100 |
Amortization expense on intangible liabilities | 20 | 20 |
Depreciation And Amortization | ||
Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Amortization expense on intangible assets | $ 5,600 | $ 8,000 |
Aggregate Carrying Amount and M
Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||
Real estate investment properties, net | $ 2,465,250 | $ 2,483,358 |
Intangibles, net | 93,366 | 99,452 |
Cash | 67,382 | 64,522 |
Deferred rent and lease incentives | 44,738 | 42,790 |
Other assets | 35,800 | 35,687 |
Assets held for sale, net | 57,524 | 57,484 |
Restricted cash | 9,673 | 10,169 |
Mortgages and other notes payable, net | 1,028,789 | 1,032,153 |
Other liabilities | 26,863 | 27,940 |
VIEs | ||
Variable Interest Entity [Line Items] | ||
Real estate investment properties, net | 207,283 | 209,212 |
Intangibles, net | 1,638 | 1,836 |
Cash | 1,276 | 2,203 |
Deferred rent and lease incentives | 7,216 | 6,330 |
Other assets | 841 | 1,025 |
Assets held for sale, net | 4,790 | 4,867 |
Restricted cash | 1,271 | 1,242 |
Mortgages and other notes payable, net | 154,724 | 153,409 |
Accounts payable and accrued liabilities | 2,950 | 3,560 |
Accrued development costs | 778 | 909 |
Other liabilities | $ 1,168 | $ 1,243 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Maximum exposure to loss VIEs limits | $ 63 |
Variable interest entity, description | As of March 31, 2018 and December 31, 2017, the Company had 10 subsidiaries which are classified as VIEs due to the following factors and circumstances as of March 31, 2018: 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. Four of these subsidiaries are entities with completed real estate under development in which there is insufficient equity at risk due to the development nature of each entity. Two of these subsidiaries are joint ventures with completed 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 with equity interest that consists of non-substantive protective voting rights, but not any participating or kick-out rights. |
Contingent Purchase Price Con42
Contingent Purchase Price Consideration - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | |||
Contingent purchase price consideration | $ 0 | $ 1,139,000 | $ 3,566,000 |
Fair Value of Contingent Purcha
Fair Value of Contingent Purchase Price Consideration (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ (3,566) |
Contingent Consideration Payment (Receipt) | 2,427 |
Ending balance | (1,139) |
Superior Residences of Panama City | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | (4,000) |
Contingent Consideration Payment (Receipt) | 2,000 |
Ending balance | (2,000) |
Siena Pavilion VI | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | (645) |
Contingent Consideration Payment (Receipt) | 529 |
Ending balance | (116) |
Center One | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 1,079 |
Contingent Consideration Payment (Receipt) | (102) |
Ending balance | $ 977 |
Details of Indebtedness (Detail
Details of Indebtedness (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Premium (discount), net | [1] | $ 94 | $ 102 |
Loan costs, net | (5,910) | (6,716) | |
Total mortgages and other notes payable, net | 1,028,789 | 1,032,153 | |
Credit facilities | 645,304 | 630,066 | |
Total indebtedness, net | 1,674,093 | 1,662,219 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facilities | [2],[3],[4] | 197,000 | 182,000 |
First Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Credit facilities | [4] | 175,000 | 175,000 |
Second Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Credit facilities | [3],[4] | 275,000 | 275,000 |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Loan costs, net | (1,696) | (1,934) | |
Mortgages payable and other notes payable | |||
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | [5] | 1,034,605 | 1,038,767 |
Fixed rate debt | |||
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | 407,014 | 409,607 | |
Variable Rate Debt | |||
Debt Instrument [Line Items] | |||
Mortgages payable and other notes payable | [3],[4] | $ 627,591 | $ 629,160 |
[1] | Premium (discount), net is reflective of the Company recording mortgage note payables assumed at fair value on the respective acquisition dates | ||
[2] | (5)As of March 31, 2018 and December 31, 2017, the Company had undrawn availability under the senior unsecured revolving line of credit (“Revolving Credit Facility”) of approximately $23.6 million and $28.4 million, respectively, based on the value of the properties in the unencumbered pool of assets supporting the loan. | ||
[3] | As of March 31, 2018 and December 31, 2017, the Company had entered into interest rate caps with notional amounts of approximately $527.0 million and $527.0 million, respectively. In addition, as of March 31, 2018 the Company had entered into interest rate caps with forward effective dates with notional amounts of approximately $636.6 million in order to hedge the Company’s exposure to interest rate changes in future periods. Refer to Note 10. “Derivative Financial Instruments” for additional information. | ||
[4] | As of March 31, 2018 and December 31, 2017, the Company had entered into interest rate swaps with notional amounts of approximately $492.5 million and $506.4 million, respectively, which were settling on a monthly basis. Refer to Note 10. “Derivative Financial Instruments” for additional information. | ||
[5] | As of March 31, 2018 and December 31, 2017, the Company’s mortgages and other notes payable are collateralized by 76 and 76 properties, respectively, with total carrying value of approximately $1.6 billion and $1.6 billion, respectively. |
Details of Indebtedness (Parent
Details of Indebtedness (Parenthetical) (Detail) $ in Millions | Mar. 31, 2018USD ($)Property | Dec. 31, 2017USD ($)Property |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Current borrowing capacity | $ 23.6 | $ 28.4 |
Secured Mortgages and Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Number of collateralized properties owned | Property | 76 | 76 |
Mortgages and other notes payable carrying value of collateral | $ 1,600 | $ 1,600 |
Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Notional amounts of derivative contract | 492.5 | 506.4 |
Interest Rate Cap | ||
Debt Instrument [Line Items] | ||
Notional amounts of derivative contract | 527 | $ 527 |
Derivative additional notional amount | $ 636.6 |
Schedule of Fair Market Value a
Schedule of Fair Market Value and Carrying Value of Indebtedness (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Mortgages and other notes payable, net | ||
Debt Instrument [Line Items] | ||
Fair Value | $ 1,029.6 | $ 1,034.9 |
Carrying Value | 1,028.8 | 1,032.2 |
Credit facilities | ||
Debt Instrument [Line Items] | ||
Fair Value | 647 | 632 |
Carrying Value | $ 645.3 | $ 630.1 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
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. |
Maximum allowable distributions as a percentage of adjusted FFO | 95.00% |
Related Party Arrangements - Ad
Related Party Arrangements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Cash distributions on restricted stock | $ 0.2 | $ 0.1 |
Schedule of Fees, Reimbursable
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |||
Related Party Transactions [Abstract] | |||||
Operating expenses | [1] | $ 1,624 | $ 1,302 | ||
Total reimbursable expenses | 1,624 | 1,302 | |||
Investment services fees | 0 | 40 | [2] | ||
Financing coordination fees | 0 | 280 | [3] | ||
Property management fees | [4] | 1,168 | 1,263 | ||
Asset management fees | [5] | 7,597 | 7,487 | ||
Total reimbursable expenses, net | 10,389 | $ 10,372 | |||
Operating expenses, unpaid | [1],[6] | 1,129 | $ 1,042 | ||
Acquisition fees and expenses, unpaid | [6] | 2 | |||
Total reimbursable expenses due | [6] | 1,129 | 1,044 | ||
Property management fees, unpaid | [4],[6] | 392 | 381 | ||
Asset management fees, unpaid | [5],[6] | 2,534 | 2,516 | ||
Total related amount unpaid | [6] | $ 4,055 | $ 3,941 | ||
[1] | Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying condensed consolidated balance sheets. | ||||
[2] | No investment service fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.04 million in investment service fees related to the Company’s completed developments, of which approximately $0.04 million were capitalized an included in real estate assets, net in the accompanying condensed consolidated balance sheets. Investment services fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | ||||
[3] | No financing coordination fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.3 million in financing coordination fees related to the Tega Cay Loan refinancing. | ||||
[4] | For the three months ended March 31, 2018, the Company incurred approximately $1.2 million in property management fees payable to the Property Manager. For the three months ended March 31, 2017, the Company incurred approximately $1.3 million in property and construction management fees payable to the Property Manager of which approximately $0.2 million in construction management fees were capitalized and included in real estate under development in the accompanying condensed consolidated balance sheets. | ||||
[5] | For the three months ended March 31, 2018, the Company incurred approximately $7.6 million in asset management fees payable to the Advisor. For the three months ended March 31, 2017, the Company incurred approximately $7.5 million in asset management fees payable to the Advisor of which approximately $0.2 million was capitalized and included in real estate assets, net in the accompanying condensed consolidated balance sheets. No expense support was received for the three months ended March 31, 2018 and 2017. | ||||
[6] | Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets. |
Schedule of Fees, Reimbursabl50
Schedule of Fees, Reimbursable Expenses and Related Amounts Unpaid to Related Parties (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | |||
Related Party Transactions [Abstract] | ||||
Investment services fees | $ 0 | $ 40 | [1] | |
Investment service fees capitalized | 40 | |||
Financing coordination fees | 0 | 280 | [2] | |
Property and construction management fees payable | 1,200 | 1,300 | ||
Construction management fees capitalized | 200 | |||
Asset management fees | [3] | 7,597 | 7,487 | |
Asset management fees capitalized | 200 | |||
Expense under Support Agreement | $ 0 | $ 0 | ||
[1] | No investment service fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.04 million in investment service fees related to the Company’s completed developments, of which approximately $0.04 million were capitalized an included in real estate assets, net in the accompanying condensed consolidated balance sheets. Investment services fees, that are not capitalized, are recorded as acquisition fees and expenses in the accompanying condensed consolidated statements of operations. | |||
[2] | No financing coordination fees were incurred for the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company incurred approximately $0.3 million in financing coordination fees related to the Tega Cay Loan refinancing. | |||
[3] | For the three months ended March 31, 2018, the Company incurred approximately $7.6 million in asset management fees payable to the Advisor. For the three months ended March 31, 2017, the Company incurred approximately $7.5 million in asset management fees payable to the Advisor of which approximately $0.2 million was capitalized and included in real estate assets, net in the accompanying condensed consolidated balance sheets. No expense support was received for the three months ended March 31, 2018 and 2017. |
Amounts Related to Derivative F
Amounts Related to Derivative Financial Instruments Included in Unconsolidated Entities in Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | ||
Derivative Financial Instruments One | |||
Derivative [Line Items] | |||
Strike | [1] | 1.30% | |
Credit Spread | [1] | 2.60% | |
Trade date | Jan. 17, 2013 | ||
Forward date | Jan. 15, 2015 | ||
Maturity date | Jan. 16, 2018 | ||
Fair value asset (liability) | $ 1 | ||
Derivative Financial Instruments Two | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 36,687 | ||
Strike | [1] | 2.70% | |
Credit Spread | [1] | 2.50% | |
Trade date | Sep. 6, 2013 | ||
Forward date | Aug. 17, 2015 | ||
Maturity date | Jul. 10, 2018 | ||
Fair value asset (liability) | $ (84) | (213) | |
Derivative Financial Instruments Three | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 25,000 | ||
Strike | [1] | 2.80% | |
Credit Spread | [1] | 2.50% | |
Trade date | Sep. 6, 2013 | ||
Forward date | Aug. 17, 2015 | ||
Maturity date | Aug. 29, 2018 | ||
Fair value asset (liability) | $ (85) | (182) | |
Derivative Financial Instruments Four | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 46,834 | ||
Strike | [1] | 2.40% | |
Credit Spread | [1] | 2.90% | |
Trade date | Aug. 15, 2014 | ||
Forward date | Jun. 1, 2016 | ||
Maturity date | Jun. 2, 2019 | ||
Fair value asset (liability) | $ 12 | (280) | |
Derivative Financial Instruments Five | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 80,442 | ||
Strike | [1] | 2.30% | |
Credit Spread | [1] | 2.40% | |
Trade date | Sep. 12, 2014 | ||
Forward date | Aug. 1, 2015 | ||
Maturity date | Jul. 15, 2019 | ||
Fair value asset (liability) | $ 90 | (424) | |
Derivative Financial Instruments Six | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 175,000 | ||
Strike | [1] | 1.60% | |
Credit Spread | [1] | 2.00% | |
Trade date | Dec. 23, 2014 | ||
Forward date | Dec. 19, 2014 | ||
Maturity date | Feb. 19, 2019 | ||
Fair value asset (liability) | $ 837 | 464 | |
Derivative Financial Instruments Seven | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 128,573 | ||
Strike | [1] | 1.70% | |
Credit Spread | [1] | 2.00% | |
Trade date | Jan. 9, 2015 | ||
Forward date | Dec. 10, 2015 | ||
Maturity date | Dec. 22, 2019 | ||
Fair value asset (liability) | $ 1,209 | 516 | |
Derivative Financial Instruments Eight | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 260,000 | ||
Strike | [1] | 1.50% | |
Trade date | Nov. 19, 2015 | ||
Forward date | Nov. 19, 2015 | ||
Maturity date | Nov. 30, 2018 | ||
Fair value asset (liability) | $ 956 | 681 | |
Derivative Financial Instruments Nine | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 150,000 | ||
Strike | [1] | 1.50% | |
Trade date | Mar. 1, 2016 | ||
Forward date | Mar. 1, 2016 | ||
Maturity date | Nov. 30, 2018 | ||
Fair value asset (liability) | $ 551 | 393 | |
Derivative Financial Instruments Ten | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 117,000 | ||
Strike | [1] | 2.30% | |
Trade date | Aug. 29, 2017 | ||
Forward date | Aug. 29, 2017 | ||
Maturity date | Sep. 1, 2019 | ||
Fair value asset (liability) | $ 266 | $ 95 | |
Derivative Financial Instruments Eleven | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 410,000 | ||
Strike | [1] | 3.00% | |
Trade date | Mar. 28, 2018 | ||
Forward date | Nov. 30, 2018 | ||
Maturity date | Dec. 19, 2019 | ||
Fair value asset (liability) | $ 297 | ||
Derivative Financial Instruments Twelve | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 175,000 | ||
Strike | [1] | 3.00% | |
Trade date | Mar. 28, 2018 | ||
Forward date | Feb. 19, 2019 | ||
Maturity date | Dec. 19, 2019 | ||
Fair value asset (liability) | $ 119 | ||
Derivative Financial Instruments Thirteen | |||
Derivative [Line Items] | |||
Notional amount of derivative contract | $ 51,575 | ||
Strike | [1] | 3.00% | |
Trade date | Mar. 28, 2018 | ||
Forward date | Jul. 10, 2018 | ||
Maturity date | Dec. 19, 2019 | ||
Fair value asset (liability) | $ 38 | ||
[1] | The all-in rates are equal to the sum of the Strike and Credit Spread detailed above. |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Class Of Stock [Line Items] | ||
Aggregate proceeds received from offering | $ 11,078 | $ 10,412 |
Subscriptions received for common stock through public offering and reinvestment plan (in shares) | 1.1 | 1 |
Cash distribution declared | $ 20,324 | $ 18,525 |
Cash paid to stockholders | 9,246 | 8,113 |
Redemptions of common stock | $ 17,385 | $ 10,870 |
Redemption of common stock, per share | $ 10.13 | $ 9.99 |
Reinvestment Plan | ||
Class Of Stock [Line Items] | ||
Cash distribution declared | $ 11,100 | $ 10,400 |
Historical Estimated NAV Per Sh
Historical Estimated NAV Per Share, Including the Prices Pursuant to the Reinvestment Plan and the Company's Monthly Cash Distributions per Share (Detail) - $ / shares | Mar. 31, 2018 | Feb. 12, 2018 | Jun. 30, 2017 |
Dividends Payable [Line Items] | |||
NAV per Share | $ 10.32 | $ 10.04 | $ 10.04 |
Quarterly Cash Distributions | 0.11639 | 0.11639 | 0.10581 |
Reinvestment Plan | |||
Dividends Payable [Line Items] | |||
Reinvestment Plan Price per Share | $ 10.32 | $ 10.04 | $ 10.04 |
Effect of Derivative Financial
Effect of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Instruments Gain Loss [Line Items] | ||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | $ 3,153 | $ 2,231 |
Interest Expense and Loan Cost Amortization | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain (loss) reclassified from accumulated other comprehensive loss income (loss) into earnings | (772) | (1,595) |
Interest Rate Swap | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | 1,967 | 2,132 |
Interest Rate Swap | Interest Expense and Loan Cost Amortization | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain (loss) reclassified from accumulated other comprehensive loss income (loss) into earnings | (228) | (1,509) |
Interest Rate Cap | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | 1,060 | 103 |
Interest Rate Cap | Interest Expense and Loan Cost Amortization | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain (loss) reclassified from accumulated other comprehensive loss income (loss) into earnings | (418) | (90) |
Reclassification of Interest Rate Swaps Upon Derecognition | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | 126 | |
Reclassification of Interest Rate Swaps Upon Derecognition | Interest Expense and Loan Cost Amortization | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain (loss) reclassified from accumulated other comprehensive loss income (loss) into earnings | $ (126) | |
Reclassification of Interest Rate Swaps Due to Ineffectiveness | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative instruments, Gain (loss) recognized in other comprehensive loss | (4) | |
Reclassification of Interest Rate Swaps Due to Ineffectiveness | Interest Expense and Loan Cost Amortization | ||
Derivative Instruments Gain Loss [Line Items] | ||
Gain (loss) reclassified from accumulated other comprehensive loss income (loss) into earnings | $ 4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 635 | $ 115 |
Current income tax expense | 100 | $ 100 |
Income tax expense, a decrease in deferred tax asset | $ 500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining Development Budget | $ 0.6 |
Assets Held for Sale, Net - Add
Assets Held for Sale, Net - Additional Information (Detail) | 1 Months Ended |
Aug. 31, 2017Facility | |
Arkansas | |
Long Lived Assets Held For Sale [Line Items] | |
Number of skilled nursing facilities | 6 |
Assets Held for Sale, Net - Sch
Assets Held for Sale, Net - Schedule of Assets Held for Sale (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Long Lived Assets Held For Sale [Line Items] | ||
Deferred rent and lease incentives (including VIEs $7,216 and $6,330, respectively) | $ 44,738 | $ 42,790 |
Other liabilities | (26,863) | (27,940) |
Real estate held for sale, net | 57,524 | 57,484 |
Perennial Communities and Physicians Regional Medical Center - Central Wing | ||
Long Lived Assets Held For Sale [Line Items] | ||
Real estate held for sale, net | 51,804 | 51,731 |
Intangibles, net | 824 | 860 |
Deferred rent and lease incentives (including VIEs $7,216 and $6,330, respectively) | 4,970 | 4,972 |
Other liabilities | (74) | (79) |
Real estate held for sale, net | $ 57,524 | $ 57,484 |