Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 23, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | NorthStar Healthcare Income, Inc. | ||
Entity Central Index Key | 1503707 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 111,583,873 | ||
Amendment Flag | FALSE | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $0 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash | $267,672 | $45,537 |
Restricted cash | 8,706 | 1,883 |
Operating real estate, net | 259,409 | 53,969 |
Investments in unconsolidated ventures, net | 215,175 | 0 |
Real estate debt investments, net | 146,267 | 11,250 |
Receivables, net | 10,161 | 947 |
Deferred costs and other assets, net | 11,359 | 2,253 |
Total assets | 918,749 | 115,839 |
Liabilities | ||
Mortgage notes payable | 76,000 | 18,282 |
Due to related party | 755 | 1,141 |
Escrow deposits payable | 2,385 | 1,795 |
Distribution payable | 4,794 | 557 |
Accounts payable and accrued expenses | 2,830 | 569 |
Total liabilities | 86,764 | 22,344 |
Commitments and contingencies | ||
NorthStar Healthcare Income, Inc. Stockholders’ Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and 2013 | 0 | 0 |
Common stock, $0.01 par value, 400,000,000 shares authorized, 97,971,587 and 10,985,230 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 980 | 110 |
Additional paid-in capital | 875,205 | 97,055 |
Retained earnings (accumulated deficit) | -45,458 | -3,872 |
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 830,727 | 93,293 |
Non-controlling interests | 1,258 | 202 |
Total equity | 831,985 | 93,495 |
Total liabilities and equity | $918,749 | $115,839 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 97,971,587 | 10,985,230 |
Common stock, shares outstanding | 97,971,587 | 10,985,230 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues | ||
Resident fee income | $14,511 | $38 |
Rental income | 8,038 | 488 |
Interest income | 7,490 | 375 |
Total revenues | 30,039 | 901 |
Expenses | ||
Property operating expenses | 10,810 | 24 |
Interest expense | 2,981 | 98 |
Transaction costs | 3,405 | 1,570 |
Asset management and other fees - related party | 8,220 | 1,334 |
General and administrative expenses | 4,418 | 313 |
Depreciation and amortization | 4,291 | 132 |
Total expenses | 34,125 | 3,471 |
Other income (loss) | ||
Realized gain (loss) | -156 | 0 |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | -4,242 | -2,570 |
Equity in earnings (losses) of unconsolidated ventures | -12,127 | 0 |
Income tax benefit (expense) | 1,390 | 0 |
Net income (loss) | -14,979 | -2,570 |
Comprehensive (income) loss attributable to non-controlling interests | 34 | 10 |
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | ($14,945) | ($2,560) |
Net income (loss) per share of common stock, basic/diluted | ($0.38) | ($1.26) |
Weighted average number of shares of common stock outstanding, basic/diluted | 39,805 | 2,026 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | ($14,979) | ($2,570) |
Comprehensive income (loss) | -14,979 | -2,570 |
Comprehensive (income) loss attributable to non-controlling interests | 34 | 10 |
Comprehensive income (loss) attributable to NorthStar Healthcare Income, Inc. | ($14,945) | ($2,560) |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Total Company’s Stockholders’ Equity | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-controlling Interests |
In Thousands, except Share data, unless otherwise specified | ||||||
Beginning Balance at Dec. 31, 2012 | $202 | $200 | $0 | $200 | $0 | $2 |
Beginning Balance (in shares) at Dec. 31, 2012 | 22,000 | |||||
Increase (Decrease) in Stockholder's Equity | ||||||
Net proceeds from issuance of common stock (refer to Note7) (shares) | 10,905,000 | |||||
Net proceeds from issuance of common stock (refer to Note 7) | 96,596 | 96,596 | 110 | 96,486 | ||
Issuance and amortization of equity-based compensation (shares) | 23,000 | |||||
Issuance and amortization of equity-based compensation | 32 | 32 | 0 | 32 | ||
Non-controlling interest - contributions | 210 | 210 | ||||
Distributions declared | -1,312 | -1,312 | -1,312 | |||
Proceeds from distribution reinvestment plan (in shares) | 35,000 | |||||
Proceeds from distribution reinvestment plan | 337 | 337 | 0 | 337 | ||
Net income (loss) | -2,570 | -2,560 | -2,560 | -10 | ||
Ending Balance at Dec. 31, 2013 | 93,495 | 93,293 | 110 | 97,055 | -3,872 | 202 |
Ending Balance (in shares) at Dec. 31, 2013 | 10,985,230 | 10,985,000 | ||||
Increase (Decrease) in Stockholder's Equity | ||||||
Net proceeds from issuance of common stock (refer to Note7) (shares) | 85,691,000 | |||||
Net proceeds from issuance of common stock (refer to Note 7) | 766,729 | 766,729 | 857 | 765,872 | ||
Issuance and amortization of equity-based compensation (shares) | 8,000 | |||||
Issuance and amortization of equity-based compensation | 60 | 60 | 0 | 60 | ||
Non-controlling interest - contributions | 1,090 | 1,090 | ||||
Shares redeemed for cash (shares) | -14,000 | |||||
Shares redeemed for cash | -142 | -142 | 0 | -142 | ||
Distributions declared | -26,641 | -26,641 | -26,641 | |||
Proceeds from distribution reinvestment plan (in shares) | 1,302,000 | |||||
Proceeds from distribution reinvestment plan | 12,373 | 12,373 | 13 | 12,360 | ||
Net income (loss) | -14,979 | -14,945 | -14,945 | -34 | ||
Ending Balance at Dec. 31, 2014 | $831,985 | $830,727 | $980 | $875,205 | ($45,458) | $1,258 |
Ending Balance (in shares) at Dec. 31, 2014 | 97,971,587 | 97,972,000 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net income (loss) | ($14,979) | ($2,570) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity in (earnings) losses of unconsolidated ventures | 12,127 | 0 |
Depreciation and amortization | 4,291 | 132 |
Straight-line rental income | -1,149 | -53 |
Amortization of premium/accretion of discount on investments | 141 | 0 |
Amortization of deferred financing costs | 605 | 31 |
Amortization of equity-based compensation | 60 | 32 |
Income tax benefit | -1,415 | 0 |
Realized gain (loss) | 156 | 0 |
Distributions from unconsolidated ventures (refer to Note 4) | 199 | 0 |
Changes in assets and liabilities: | ||
Restricted cash | -2,108 | -180 |
Receivables, net | -980 | -64 |
Other assets | -154 | -67 |
Due to related party | -876 | 785 |
Escrow deposits payable | 570 | 1,044 |
Accounts payable and accrued expenses | 1,592 | 568 |
Net cash provided by (used in) operating activities | -1,920 | -342 |
Cash flows from investing activities: | ||
Acquisition of operating real estate investments | -207,974 | -46,287 |
Improvement of operating real estate investments | -1,524 | 0 |
Origination of real estate debt investments | -20,024 | 0 |
Acquisition of real estate debt investments | -120,521 | -11,250 |
Investment in unconsolidated ventures (refer to Note 4) | -225,380 | 0 |
Distributions from unconsolidated ventures (refer to Note 4) | 3,458 | 0 |
Change in restricted cash | -4,472 | -428 |
Other assets | -5,442 | -1,104 |
Net cash provided by (used in) investing activities | -581,879 | -59,069 |
Cash flows from financing activities: | ||
Borrowing from mortgage notes | 65,500 | 10,500 |
Repayment of mortgage notes | -7,782 | -31 |
Payment of deferred financing costs | -2,612 | -1,114 |
Change in restricted cash | -223 | -524 |
Net proceeds from issuance of common stock, related party | 759,492 | 94,052 |
Net proceeds from issuance of common stock, related party | 642 | 2,071 |
Shares redeemed for cash | -142 | 0 |
Distributions paid on common stock | -22,404 | -755 |
Proceeds from distribution reinvestment plan | 12,373 | 337 |
Contributions from non-controlling interests | 1,090 | 210 |
Net cash provided by (used in) financing activities | 805,934 | 104,746 |
Net increase (decrease) in cash | 222,135 | 45,335 |
Cash - beginning of period | 45,537 | |
Cash - end of period | 267,672 | 45,537 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,750 | 24 |
Cash paid for income taxes | 0 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued cost of capital (refer to Note 7) | 1,333 | 448 |
Subscriptions receivable, gross | 8,758 | 921 |
Escrow deposits related to investments | 46 | 729 |
Distribution payable | 4,794 | 557 |
Conversion of real estate debt investment to investment in unconsolidated venture | 5,387 | 0 |
Mortgage notes assumed | 0 | 7,813 |
Accrued capital expenditures | 228 | 0 |
Other liabilities | $191 | $0 |
Business_and_Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization |
NorthStar Healthcare Income, Inc. (the “Company”) was formed to acquire, originate and asset manage a diversified portfolio of equity, debt and securities investments in healthcare real estate, directly or through joint ventures, with a focus on the mid-acuity senior housing sector, predominantly in the United States, which the Company defines as assisted living (“ALF”), memory care (“MCF”), skilled nursing (“SNF”) and independent living (“ILF”) facilities that have an emphasis on private pay patients although many of these facilities may also rely on public pay patients. The Company may also invest in equity and debt investments in other healthcare property types, including medical office buildings (“MOB”), hospitals and rehabilitation facilities. The Company may also invest internationally. In addition, the Company may acquire healthcare-related securities. The Company was formed in October 2010 as a Maryland corporation and commenced operations in February 2013. The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986 commencing with the taxable year ended December 31, 2013. The Company conducts its operations so as to continue to qualify as a REIT for U.S. federal income tax purposes. | |
The Company’s equity investments are generally in the form of lease or management transactions whereby the Company purchases a property and enters into a long-term lease or management agreement with an operator responsible for contractual payments to the Company. The Company enters into structures permitted by the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), whereby it participates directly in the operational cash flow of a property. The Company’s debt investments generally consist of first mortgage loans, subordinate mortgages, mezzanine loans, preferred equity investments and participations in such investments. | |
The Company is externally managed and has no employees. Prior to June 30, 2014, the Company was managed by an affiliate of NorthStar Realty Finance Corp. (NYSE: NRF) (“NorthStar Realty”). Effective June 30, 2014, NorthStar Realty spun-off its asset management business into a separate publicly traded company, NorthStar Asset Management Group Inc. (NYSE: NSAM) (the “Sponsor”). The Sponsor and its affiliates provide asset management and other services to the Company, NorthStar Realty, other sponsored public non-traded companies and any other companies the Sponsor and its affiliates may manage in the future (collectively, the “NSAM Managed Companies”), both in the United States and internationally. Concurrent with the spin-off, affiliates of the Sponsor entered into a new advisory agreement with the Company and each of the other NSAM Managed Companies. Pursuant to the Company’s advisory agreement, NSAM J-NSHC Ltd, an affiliate of the Sponsor (the “Advisor”), agreed to manage the day-to-day operations of the Company on terms substantially similar to those set forth in the Company’s prior advisory agreement with NorthStar Healthcare Income Advisor, LLC (the “Prior Advisor”). References to the “Prior Advisor” herein refer to the services performed by and fees paid and accrued to the Prior Advisor during the period prior to June 30, 2014. The spin-off of NorthStar Realty’s asset management business had no impact on the Company’s operations. | |
Substantially all business is conducted through NorthStar Healthcare Income Operating Partnership, LP (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership. The limited partners of the Operating Partnership are NorthStar Healthcare Income Advisor, LLC and NorthStar Healthcare Income OP Holdings, LLC (the “Special Unit Holder”), each an affiliate of the Sponsor. An affiliate of the Sponsor invested $1,000 in the Operating Partnership in exchange for common units and the Special Unit Holder invested $1,000 in the Operating Partnership and has been issued a separate class of limited partnership units (the “Special Units”), which are collectively recorded as non-controlling interests on the consolidated balance sheets as of December 31, 2014 and 2013. As the Company accepts subscriptions for shares, it contributes substantially all of the net proceeds to the Operating Partnership as a capital contribution. As of December 31, 2014, the Company’s limited partnership interest in the Operating Partnership was 99.9%. | |
The Company’s charter authorizes the issuance of up to 400.0 million shares of common stock with a par value of $0.01 per share and up to 50.0 million shares of preferred stock with a par value of $0.01 per share. The board of directors of the Company is authorized to amend its charter, without the approval of the stockholders, to increase the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company has authority to issue. | |
The Company initially registered to offer up to 100.0 million shares pursuant to the primary offering (the “Initial Primary Offering”) and up to 10.5 million shares pursuant to the distribution reinvestment plan (the “Initial DRP”), which are herein collectively referred to as the Initial Offering. In December 2014, the board of directors of the Company authorized the reallocation of 8.6 million shares available under the Initial DRP to the Initial Primary Offering. On February 2, 2015, the Company successfully completed its Initial Offering by raising $1.1 billion. | |
On February 6, 2015, the Company’s registration statement on Form S-11 was declared effective by the Securities and Exchange Commission (the “SEC”) for a follow-on public offering (the “Follow-on Offering”) of up to $700.0 million which includes up to $500.0 million in shares pursuant to its follow-on primary offering (the “Follow-on Primary Offering”) and up to $200.0 million in shares pursuant to its follow-on distribution reinvestment plan (the “Follow-on DRP”). The Company reserves the right to reallocate shares of its common stock being offered between the Follow-on Primary Offering and the Follow-on DRP. The Company expects the Follow-on Offering to terminate on the earlier of two years following the effective date or once the maximum number of shares offered are sold. However, the board of directors may determine to terminate the Offering at any time. The Company began raising capital from the Follow-on Offering at the end of February 2015. | |
The Initial Primary Offering and the Follow-On Primary Offering are collectively referred to as the Primary Offering and the Initial DRP and the Follow-on DRP as the DRP. Additionally, the Primary Offering and the DRP are collectively referred to as the Offering. | |
The Company retained NorthStar Realty Securities, LLC (the “Dealer Manager”), formerly a subsidiary of NorthStar Realty that became a subsidiary of the Sponsor upon completion of the spin-off, to serve as the dealer manager for the Primary Offering. | |
On February 11, 2013, the Company commenced operations by satisfying the minimum offering requirement in its Initial Primary Offering as a result of NorthStar Realty purchasing 222,223 shares of common stock for $2.0 million. From inception through March 23, 2015, the Company raised total gross proceeds of $1.1 billion pursuant to the Offering. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||||
Basis of Accounting | |||||
The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company did not have operations for the year ended December 31, 2012 and, therefore, does not present consolidated statements of operations or consolidated statements of cash flows for the respective period. | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIE”), if any, where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. | |||||
Variable Interest Entities | |||||
A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. | |||||
A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. | |||||
The Company evaluates its investments and financings, including investments in unconsolidated ventures and securitization financing transactions, if any, to determine whether they are a VIE. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. As of December 31, 2014, the Company has not identified any VIEs related to its investments or financing. | |||||
Voting Interest Entities | |||||
A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. | |||||
The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. | |||||
Investments in Unconsolidated Ventures | |||||
Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method, at fair value or the cost method. | |||||
Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Equity method investments are recognized using a cost accumulation model in which the investment is recognized based on the cost to the investor, which includes acquisition fees. The Company expenses certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. | |||||
The Company may account for an investment in an unconsolidated entity at fair value by electing the fair value option. The Company may account for investments that do not qualify for equity method accounting or for which the fair value option was not elected using the cost method if the Company determines the investment in the unconsolidated entity is insignificant. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. | |||||
Non-controlling Interests | |||||
A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. | |||||
Estimates | |||||
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. | |||||
Reclassifications | |||||
Certain prior period amounts have been reclassified in the consolidated financial statements to conform to current period presentation. | |||||
Comprehensive Income (Loss) | |||||
The Company reports consolidated comprehensive income (loss) in separate statements following the consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and other comprehensive income (loss) (“OCI”). | |||||
Cash | |||||
The Company considers all highly-liquid investments with a remaining maturity date of three months or less to be cash. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses on cash. | |||||
Restricted Cash | |||||
Restricted cash consists of amounts related to operating real estate (escrows for taxes, insurance, capital expenditures, tenant/operator security deposits, payments required under certain lease agreements) and loan origination (escrow deposits). | |||||
Operating Real Estate | |||||
The Company follows the purchase method for an acquisition of operating real estate, where the purchase price is allocated to tangible assets such as land, building, furniture and fixtures, improvements and other identified intangibles. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their useful life. Ordinary repairs and maintenance are expensed as incurred. Operating real estate is carried at historical cost less accumulated depreciation. Operating real estate is depreciated using the straight-line method over the estimated useful life of the assets, summarized as follows: | |||||
Category: | Term: | ||||
Building | 40 years | ||||
Building improvements | Lesser of the useful life or remaining life of the building | ||||
Tenant improvements | Lesser of the useful life or remaining term of the lease | ||||
Furniture and fixtures | 7 to 10 years | ||||
Construction costs incurred in connection with the Company’s investments are capitalized and included in operating real estate, net on the consolidated balance sheets. Construction in progress is not depreciated until the development is substantially completed. Costs directly related to an acquisition deemed to be a business combination are expensed and included in transaction costs in the consolidated statements of operations. The Company evaluates whether a real estate acquisition constitutes a business and whether business combination accounting is appropriate. | |||||
The following table presents future minimum rental income under leases and excludes income generated through the structure permitted by RIDEA as of December 31, 2014 (dollars in thousands): | |||||
Years Ending December 31: | |||||
2015 | $ | 13,108 | |||
2016 | 13,736 | ||||
2017 | 14,474 | ||||
2018 | 14,549 | ||||
2019 | 14,913 | ||||
Thereafter | 134,800 | ||||
Total | $ | 205,580 | |||
Real Estate Debt Investments | |||||
Debt investments are generally intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan fees, premium, discount and unfunded commitments. Debt investments that are deemed to be impaired are carried at amortized cost less a loan loss reserve, if deemed appropriate, which approximates fair value. Debt investments where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value. | |||||
Real Estate Securities | |||||
The Company classifies its securities investments as available for sale on the acquisition date, which are carried at fair value. Unrealized gains (losses) are recorded as a component of accumulated OCI in the consolidated statements of equity. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities are recorded in unrealized gain (loss) on investments and other in the consolidated statements of operations. | |||||
Deferred Costs | |||||
Deferred costs include deferred financing costs and deferred lease costs. Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. These costs are amortized to interest expense over the term of the financing using either the effective interest method or straight-line method depending on the type of financing. Unamortized deferred financing costs are generally expensed when the associated borrowing is refinanced or repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period such financing transaction was terminated. Deferred lease costs consist of fees incurred to initiate and renew operating leases, which are amortized on a straight-line basis over the remaining lease term and is recorded to depreciation and amortization in the consolidated statements of operations. | |||||
Acquisition Fees and Expenses | |||||
The total of all acquisition fees and expenses for an investment, including acquisition fees to the Advisor, cannot exceed, in the aggregate, 6.0% of the contract purchase price of such investment unless such excess is approved by a majority of the directors, including independent directors. For the year ended December 31, 2014, total acquisition fees and expenses did not exceed the allowed limit for any investment. An acquisition fee paid to the Advisor related to the origination or acquisition of debt investments is included in debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. An acquisition fee incurred related to an equity investment will generally be expensed as incurred. An acquisition fee paid to the Advisor related to the acquisition of an equity or debt investment in an unconsolidated joint venture is included in investments in unconsolidated ventures on the consolidated balance sheets. The Company expenses certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. | |||||
Revenue Recognition | |||||
Operating Real Estate | |||||
Rental and escalation income from operating real estate is derived from leasing of space to various types of tenants and healthcare operators. The leases are for fixed terms of varying length and generally provide for annual rentals to be paid in monthly installments. Rental income from leases is recognized on a straight-line basis over the term of the respective leases. The excess of rent recognized over the amount contractually due pursuant to the underlying leases is included in receivables on the consolidated balance sheets. Escalation income represents revenue from tenant/operator leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes paid by the Company on behalf of the respective property, as applicable. This revenue is accrued in the same period as the expenses are incurred. | |||||
The Company also generates operating income from healthcare properties under a RIDEA structure. Revenue related to healthcare properties includes resident room and care charges and other resident charges. | |||||
Real Estate Debt Investments | |||||
Interest income is recognized on an accrual basis and any related premium, discount, origination costs and fees are amortized over the life of the investment using the effective interest method. The amortization is reflected as an adjustment to interest income in the consolidated statements of operations. The amortization of a premium or accretion of a discount is discontinued if such loan is reclassified to held for sale. | |||||
Real Estate Securities | |||||
Interest income is recognized using the effective interest method with any premium or discount amortized or accreted through earnings based on expected cash flow through the expected maturity date of the security. Changes to expected cash flow may result in a change to the yield which is then applied retrospectively for high-credit quality securities that cannot be prepaid or otherwise settled in such a way that the holder would not recover substantially all of the investment or prospectively for all other securities to recognize interest income. | |||||
Credit Losses and Impairment on Investments | |||||
Operating Real Estate | |||||
The Company’s real estate portfolio is reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value is considered impaired if the Company’s estimate of the aggregate expected future undiscounted cash flow generated by the property is less than the carrying value. In conducting this review, the Company considers U.S. macroeconomic factors, real estate and healthcare sector conditions and asset specific and other factors. To the extent an impairment has occurred, the loss is measured as the excess of the carrying value of the property over the estimated fair value and recorded in impairment on operating real estate in the consolidated statements of operations. | |||||
An allowance for a doubtful account for a tenant/operator/resident receivable is established based on a periodic review of aged receivables resulting from estimated losses due to the inability of tenant/operator/resident to make required rent and other payments contractually due. Additionally, the Company establishes, on a current basis, an allowance for future tenant/operator/resident credit losses on unbilled rent receivable based on an evaluation of the collectability of such amounts. | |||||
Real Estate Debt Investments | |||||
Loans are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loan loss reserves on a quarterly basis or more frequently as necessary. Significant judgment of the Company is required in this analysis. The Company considers the estimated net recoverable value of the loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each loan is maintained at a level that is determined to be adequate by management to absorb probable losses. | |||||
Income recognition is suspended for a loan at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged. As of December 31, 2014, the Company did not have any impaired real estate debt investments. | |||||
Real Estate Securities | |||||
Securities for which the fair value option is elected are not evaluated for other-than-temporary impairment (“OTTI”) as any change in fair value is recorded in the consolidated statements of operations. Realized losses on such securities are reclassified to realized gain (loss) on investments and other as losses occur. | |||||
Securities for which the fair value option is not elected are evaluated for OTTI quarterly. Impairment of a security is considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. When a security has been deemed to be other-than-temporarily impaired due to (i) or (ii), the security is written down to its fair value and an OTTI is recognized in the consolidated statements of operations. In the case of (iii), the security is written down to its fair value and the amount of OTTI is then bifurcated into: (a) the amount related to expected credit losses; and (b) the amount related to fair value adjustments in excess of expected credit losses. The portion of OTTI related to expected credit losses is recognized in the consolidated statements of operations. The remaining OTTI related to the valuation adjustment is recognized as a component of accumulated OCI in the consolidated statements of equity. The portion of OTTI recognized through earnings is accreted back to the amortized cost basis of the security through interest income, while amounts recognized through OCI are amortized over the life of the security with no impact on earnings. Real estate securities which are not high-credit quality are considered to have an OTTI if the security has an unrealized loss and there has been an adverse change in expected cash flow. The amount of OTTI is then bifurcated as discussed above. | |||||
Organization and Offering Costs | |||||
The Advisor, or its affiliates, is entitled to receive reimbursement for costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs do not exceed 15% of gross offering proceeds from the Primary Offering. The Advisor does not expect reimbursable organization and offering costs to exceed $22.5 million, or 1.5% of the total proceeds available to be raised from the Primary Offering. The Company records organization and offering costs each period based upon an allocation determined by the expectation of total organization and offering costs to be reimbursed. Organization costs are recorded as an expense in general and administrative expenses in the consolidated statements of operations and offering costs are recorded as a reduction to equity. | |||||
Equity-Based Compensation | |||||
The Company accounts for its equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the awards’ vesting period on a straight-line basis. Equity-based compensation is classified within general and administrative expense in the consolidated statements of operations. | |||||
Income Taxes | |||||
The Company elected to be taxed as a REIT and to comply with the related provisions of the Internal Revenue Code of 1986, as amended. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. To maintain its qualification as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. The Company may also be subject to certain state, local and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company believes that all of the criteria to maintain the Company’s REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods. | |||||
The Company maintains a taxable REIT subsidiary (“TRS”) which may be subject to U.S. federal, state and local income taxes and foreign taxes. In general, a TRS of the Company may perform non-customary services for tenants/operators/residents of the Company, hold assets that the Company cannot hold directly and may engage in any real estate or non-real estate-related business. A TRS is subject to regular corporate income tax. The Company has established a TRS in a jurisdiction for which no taxes are assessed on corporate earnings. However, the Company must include in earnings the income from the TRS even if it has received no cash distributions. | |||||
Current and deferred taxes are provided on the portion of earnings (losses) recognized by the Company with respect to its interest in the TRS. Deferred income tax assets and liabilities are calculated based on temporary differences between the Company’s U.S. GAAP consolidated financial statements and the federal and state income tax basis of assets and liabilities as of the consolidated balance sheet date. The Company evaluates the realizability of its deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognizes a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in provision for income tax benefit (expense) in the consolidated statements of operations. As of December 31, 2014, the Company recorded a $1.4 million deferred tax asset in deferred costs and other assets, net on the consolidated balance sheets due to the timing of contractual lease payments related to the Company’s healthcare RIDEA properties. The Company recorded $25,799 and an immaterial amount of current income tax expense for the years ended December 31, 2014 and 2013, respectively. | |||||
From time-to-time, the Company’s TRS may generate taxable income from intercompany transactions. The TRS entities generate taxable revenue from fees for services provided by the Company’s healthcare facilities. Certain entities may be consolidated in the Company’s financial statements. All income taxes are accrued by the TRS in the year in which the taxable revenue is received. These income taxes are not eliminated when the related revenue is eliminated in consolidation. | |||||
The TRS entities may be subject to tax laws that are complex and potentially subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws. Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. The Company reviews the tax balances of its TRS entities quarterly and as new information becomes available, the balances are adjusted as appropriate. | |||||
The Company has assessed its tax positions for all open tax years, which includes 2012 to 2014 and concluded there were no material uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as interest expense. The Company has not recognized any such amounts related to uncertain tax positions for the years ended December 31, 2014 and 2013. | |||||
Recent Accounting Pronouncements | |||||
In May 2014, the FASB issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. When it becomes effective on January 1, 2017, the accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial statements and related disclosures. | |||||
In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of the guidance on its consolidated financial position, results of operations and financial statement disclosures. |
Operating_Real_Estate
Operating Real Estate | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||
Real Estate [Abstract] | ||||||||||||||||||||||||||||||
Operating Real Estate | Operating Real Estate | |||||||||||||||||||||||||||||
The following table presents operating real estate, net as of December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||||||||||||||||
As of December 31, | ||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||
Land | $ | 20,035 | $ | 4,315 | ||||||||||||||||||||||||||
Buildings and improvements | 235,544 | 48,020 | ||||||||||||||||||||||||||||
Construction in progress | 1,320 | — | ||||||||||||||||||||||||||||
Furniture and fixtures | 6,927 | 1,765 | ||||||||||||||||||||||||||||
Subtotal | 263,826 | 54,100 | ||||||||||||||||||||||||||||
Less: Accumulated depreciation | (4,417 | ) | (131 | ) | ||||||||||||||||||||||||||
Operating real estate, net | $ | 259,409 | $ | 53,969 | ||||||||||||||||||||||||||
For the years ended December 31, 2014 and 2013, depreciation expense was $4.3 million and $0.1 million, respectively. | ||||||||||||||||||||||||||||||
The following table summarizes operating real estate acquisitions for the year ended December 31, 2014 (dollars in thousands): | ||||||||||||||||||||||||||||||
Acquisition Date | Type (1) | Portfolio | Amount (2) (3) | Properties | Units | Location | Financing | Equity (4) | Ownership Interest | Transaction Costs | ||||||||||||||||||||
Operating Real Estate - RIDEA | ||||||||||||||||||||||||||||||
Jan-14 | ALF | Watermark | $ | 34,532 | 1 | 183 | Denver, CO | $ | 21,500 | $ | 12,697 | 97 | % | $ | 388 | |||||||||||||||
Feb-14 | ILF | Watermark | 42,383 | 1 | 202 | Frisco, TX | 20,000 | 21,921 | 97 | % | 418 | |||||||||||||||||||
Total | 76,915 | 2 | 385 | 41,500 | 34,618 | 806 | ||||||||||||||||||||||||
Operating Real Estate - Net Lease | ||||||||||||||||||||||||||||||
Feb-14 | ALF | Peregrine | (5) | 12,500 | 1 | 100 | Cheektowaga, NY | 8,612 | 4,304 | 100 | % | 140 | ||||||||||||||||||
Sep-14 | ALF | Arbors | (6) | 125,130 | 4 | 570 | Long Island, NY | — | 126,226 | 100 | % | 1,612 | ||||||||||||||||||
Total | 137,630 | 5 | 670 | 8,612 | 130,530 | 1,752 | ||||||||||||||||||||||||
Grand Total | $ | 214,545 | 7 | 1055 | $ | 50,112 | $ | 165,148 | $ | 2,558 | ||||||||||||||||||||
_________________________________________________ | ||||||||||||||||||||||||||||||
-1 | Classification based on predominant services provided, but may include other services. | |||||||||||||||||||||||||||||
-2 | Includes net purchase price allocation related to net intangibles, deferred costs, other assets, if any, and adjusted for subsequent capital expenditures. | |||||||||||||||||||||||||||||
-3 | Excludes the Company’s interest in properties held through unconsolidated joint ventures of $215.2 million. | |||||||||||||||||||||||||||||
-4 | Represents the Company’s share of equity. | |||||||||||||||||||||||||||||
-5 | In December 2014, the property was financed (refer to note 6). | |||||||||||||||||||||||||||||
-6 | Each facility in the Arbors Portfolio is 100% leased to Arcadia Management, Inc. (“Arcadia”) pursuant to a 15-year, cross-default net lease, whereby the tenant, Arcadia, is responsible for substantially all of the operating expenses at each facility. From acquisition in September 2014 through December 31, 2014, the Company recognized $0.7 million of net income from Arbors Portfolio. | |||||||||||||||||||||||||||||
The following table presents unaudited consolidated pro forma results of operations based on the Company’s historical financial statements and adjusted for the individually significant acquisition during the year ended December 31, 2014 of the Arbors Portfolio, as if it occurred on January 1, 2013. The unaudited pro forma amounts were prepared for comparative purposes only and are not indicative of what actual consolidated results of operations of the Company would have been, nor are they indicative of the consolidated results of operations in the future and exclude transaction costs (dollars in thousands, expect per share): | ||||||||||||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||
Pro forma total revenues | $ | 37,360 | $ | 11,523 | ||||||||||||||||||||||||||
Pro forma net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | (9,825 | ) | 4,902 | |||||||||||||||||||||||||||
Pro forma net income (loss) per share of common stock, basic/diluted | $ | (0.25 | ) | $ | 2.42 | |||||||||||||||||||||||||
The Company estimated the fair value of the assets and liabilities for all real estate acquired at the date of acquisition. The following table presents the preliminary allocation of purchase price of the operating real estate assets acquired and liabilities assumed for acquisitions in 2014 that continue to be subject to refinement upon receipt of all information (dollars in thousands): | ||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||
Land | $ | 8,020 | ||||||||||||||||||||||||||||
Buildings and improvements | 113,830 | |||||||||||||||||||||||||||||
Other assets acquired (1) | 3,280 | |||||||||||||||||||||||||||||
Total assets acquired | $ | 125,130 | ||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||
Other liabilities assumed (2) | $ | 35 | ||||||||||||||||||||||||||||
Total liabilities | 35 | |||||||||||||||||||||||||||||
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 125,095 | |||||||||||||||||||||||||||||
Total equity | 125,095 | |||||||||||||||||||||||||||||
Total liabilities and equity | $ | 125,130 | ||||||||||||||||||||||||||||
____________________________________________________________ | ||||||||||||||||||||||||||||||
-1 | Primarily includes furniture and fixtures and accounts receivable. | |||||||||||||||||||||||||||||
-2 | Primarily includes deposits payable. | |||||||||||||||||||||||||||||
The following table presents the final allocation of the purchase price of the assets acquired and liabilities assumed or issued (including financing entered into contemporaneous with the acquisition) for acquisitions in 2013 and the first quarter of 2014 (dollars in thousands): | ||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||
Land | $ | 12,015 | ||||||||||||||||||||||||||||
Buildings and improvements | 128,193 | |||||||||||||||||||||||||||||
Other assets acquired (1) | 3,665 | |||||||||||||||||||||||||||||
Total assets acquired | $ | 143,873 | ||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||
Mortgage notes payable | $ | 59,813 | ||||||||||||||||||||||||||||
Other liabilities assumed (2) | 1,563 | |||||||||||||||||||||||||||||
Total liabilities | 61,376 | |||||||||||||||||||||||||||||
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 81,292 | |||||||||||||||||||||||||||||
Non-controlling interests | 1,205 | |||||||||||||||||||||||||||||
Total equity | 82,497 | |||||||||||||||||||||||||||||
Total liabilities and equity | $ | 143,873 | ||||||||||||||||||||||||||||
____________________________________________________________ | ||||||||||||||||||||||||||||||
-1 | Primarily includes deferred costs and escrowed amounts, as applicable. | |||||||||||||||||||||||||||||
-2 | Primarily includes prepaid rent and security deposits. |
Investments_in_Unconsolidated_
Investments in Unconsolidated Ventures | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||
Investments in Unconsolidated Ventures | Investments in Unconsolidated Ventures | ||||||||||
The following is a description of the Company’s investments in unconsolidated ventures, all of which are accounted for under the equity method. | |||||||||||
Eclipse Joint Venture | |||||||||||
In May 2014, the Company, through a general partnership with NorthStar Realty (refer to Note 7), entered into a joint venture with an affiliate of Formation Capital, LLC to acquire an interest in a $1.1 billion healthcare real estate portfolio comprised of over 8,500 units/beds across 44 ALFs and 36 SNFs, located primarily in Florida, Illinois, Oregon and Texas (“Eclipse”). The Company contributed $23.4 million for a 5.6% interest in the joint venture. As of December 31, 2014, the carrying value of the Company’s investment was $20.7 million, including $1.3 million of capitalized acquisition costs. From acquisition through December 31, 2014, the Company recognized $0.7 million of equity in losses, of which $0.8 million represented operating and other income, offset by $1.5 million related to transaction costs and depreciation and amortization expense. | |||||||||||
Envoy Joint Venture | |||||||||||
In June 2014, the Company made a subordinate interest investment of $5.0 million which was exchanged for an 11.4% interest in a joint venture, in the form of a general partnership, with affiliates of Formation Capital, LLC and Safanad Management Limited (“Envoy”) in September 2014. The joint venture owns a $145.0 million portfolio, subject to certain earn-out provisions, of 14 SNFs comprised of 1,658 beds and located in Virginia, Maryland and Pennsylvania. As of December 31, 2014, the carrying value of the Company’s investment was $5.4 million, including $0.4 million of capitalized acquisition costs. From acquisition through December 31, 2014, the Company recognized $0.2 million of equity in earnings, of which $0.4 million represented operating and other income, offset by $0.2 million related to transaction costs and depreciation and amortization expense. | |||||||||||
Griffin-American Joint Venture | |||||||||||
In December 2014, the Company, through a general partnership with NorthStar Realty (refer to Note 7), acquired an interest in Griffin-American Healthcare REIT II, Inc.’s (“Griffin-American”) healthcare real estate portfolio following completion of the merger of Griffin-American with and into a subsidiary of NorthStar Realty. In connection with the merger, the Company acquired a 14.3% interest in the joint venture for $187.2 million in cash, including a pro rata share of transaction costs. The Griffin-American joint venture portfolio includes 296 healthcare real estate properties located throughout the United States and in the United Kingdom, including 146 MOBs, 91 senior housing facilities, 45 SNFs and 14 hospitals. The portfolio includes 44 senior housing facilities in the United Kingdom, which represents 12% of the total portfolio. | |||||||||||
As of December 31, 2014, the carrying value of the Company’s investment was $189.1 million, including $13.3 million of capitalized acquisition costs. From acquisition through December 31, 2014, the Company recognized $11.6 million of equity in losses, of which $0.9 million represented operating and other income, offset by $12.5 million related to transaction costs and depreciation and amortization expense. | |||||||||||
Summarized Financial Data | |||||||||||
The combined balance sheet and statement of operations for the unconsolidated ventures as of December 31, 2014 and from acquisition date through the year ended December 31, 2014 are as follows (dollars in thousands): | |||||||||||
December 31, 2014 | Year Ended | ||||||||||
December 31, 2014 | |||||||||||
Assets | |||||||||||
Operating real estate, net | $ | 4,827,678 | Total revenues | $ | 130,034 | ||||||
Other assets | 818,866 | ||||||||||
Total assets | $ | 5,646,544 | Property operating expenses | 62,949 | |||||||
Transaction costs | 81,065 | ||||||||||
Liabilities and equity | Interest expense | 40,701 | |||||||||
Mortgage notes payable | $ | 3,778,599 | Depreciation and amortization | 36,156 | |||||||
Other liabilities | 270,056 | Total expenses | 220,871 | ||||||||
Equity | 1,597,889 | ||||||||||
Total liabilities and equity | 5,646,544 | Net income (loss) | $ | (90,837 | ) | ||||||
Net investment in unconsolidated ventures | $ | 215,175 | Equity in earnings (losses) of unconsolidated ventures | $ | (12,127 | ) | |||||
The Company did not have any unconsolidated ventures for the year ended December 31, 2013. |
Real_Estate_Debt_Investments
Real Estate Debt Investments | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||
Mortgage Loans on Real Estate [Abstract] | |||||||||||||||||||||||
Real Estate Debt Investments | Real Estate Debt Investments | ||||||||||||||||||||||
The following table presents debt investments as of December 31, 2014 (dollars in thousands): | |||||||||||||||||||||||
Weighted Average | Floating | ||||||||||||||||||||||
Rate as | |||||||||||||||||||||||
% of | |||||||||||||||||||||||
Principal | |||||||||||||||||||||||
Asset Type: | Number | Principal | Carrying | Allocation by Investment Type (1) | Spread | Total Unleveraged | Amount | ||||||||||||||||
Amount | Value | over | Current | ||||||||||||||||||||
LIBOR (2) | Yield | ||||||||||||||||||||||
First mortgage loans (3) | 2 | $ | 25,887 | $ | 25,887 | 17.7 | % | 8.1 | % | 8.3 | % | 100 | % | ||||||||||
Mezzanine loans | 2 | 120,000 | 120,380 | 82.3 | % | 10.2 | % | 10.4 | % | 100 | % | ||||||||||||
Total/Weighted Average | 4 | $ | 145,887 | $ | 146,267 | 100 | % | 9.8 | % | 10 | % | 100 | % | ||||||||||
__________________________________________________________ | |||||||||||||||||||||||
-1 | Based on principal amount. | ||||||||||||||||||||||
-2 | Includes a fixed minimum London Interbank Offered Rate (“LIBOR”) rate, as applicable. | ||||||||||||||||||||||
-3 | As of December 31, 2014, all first mortgage loans were subject to a minimum LIBOR rate (“LIBOR floor”) with the weighted average of 0.6%. | ||||||||||||||||||||||
For the year ended December 31, 2014, the Company invested in three loans with a principal amount of $134.6 million. | |||||||||||||||||||||||
The following table presents debt investment as of December 31, 2013 (dollars in thousands): | |||||||||||||||||||||||
Weighted Average | Floating | ||||||||||||||||||||||
Rate as | |||||||||||||||||||||||
% of | |||||||||||||||||||||||
Principal | |||||||||||||||||||||||
Asset Type: | Number | Principal | Carrying | Spread | Total Unleveraged | Amount | |||||||||||||||||
Amount | Value | Over | Current | ||||||||||||||||||||
LIBOR (1) | Yield | ||||||||||||||||||||||
First mortgage loan | 1 | $ | 11,250 | $ | 11,250 | 8 | % | 8.1 | % | 100 | % | ||||||||||||
_____________________________________________ | |||||||||||||||||||||||
-1 | As of December 31, 2013, the first mortgage loan was subject to a LIBOR floor of 1.0%. | ||||||||||||||||||||||
The following table presents maturities of debt investments based on principal amount as of December 31, 2014 (dollars in thousands): | |||||||||||||||||||||||
Initial | Maturity | ||||||||||||||||||||||
Maturity | Including | ||||||||||||||||||||||
Extensions (1) | |||||||||||||||||||||||
Years Ending December 31: | |||||||||||||||||||||||
2015 | $ | — | $ | — | |||||||||||||||||||
2016 | 131,250 | — | |||||||||||||||||||||
2017 | 14,637 | — | |||||||||||||||||||||
2018 | — | 11,250 | |||||||||||||||||||||
2019 | — | 134,637 | |||||||||||||||||||||
Thereafter | — | — | |||||||||||||||||||||
Total | $ | 145,887 | $ | 145,887 | |||||||||||||||||||
____________________________________________________________ | |||||||||||||||||||||||
-1 | Assumes that all debt with extension options will qualify for extension at such maturity according to the conditions set forth in the governing documents. | ||||||||||||||||||||||
As of December 31, 2014, the weighted average maturity, including extensions, of debt investments was 4.4 years. | |||||||||||||||||||||||
Credit Quality Monitoring | |||||||||||||||||||||||
Debt investments are typically loans secured by direct senior priority liens on real estate properties or by interests in entities that directly own real estate properties, which serve as the primary source of cash for the payment of principal and interest. The Company evaluates its debt investments at least quarterly and differentiates the relative credit quality principally based on: (i) whether the borrower is currently paying contractual debt service in accordance with its contractual terms; and (ii) whether the Company believes the borrower will be able to perform under its contractual terms in the future, as well as the Company’s expectations as to the ultimate recovery of principal at maturity. The Company categorizes a debt investment for which it expects to receive full payment of contractual principal and interest payments as “performing.” The Company will categorize a weaker credit quality debt investment that is currently performing, but for which it believes future collection of all or some portion of principal and interest is in doubt, into a category called “performing with a loan loss reserve.” The Company will categorize a weaker credit quality debt investment that is not performing, which the Company defines as a loan in maturity default and/or past due at least 90 days on its contractual debt service payments, as a non-performing loan (“NPL”). The Company’s definition of an NPL may differ from that of other companies that track NPLs. | |||||||||||||||||||||||
As of December 31, 2014, all debt investments were performing in accordance with the contractual terms of their governing documents and were categorized as performing loans. For the year ended December 31, 2014, four debt investments each contributed more than 10% of interest income. |
Borrowings
Borrowings | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||
Borrowings | Borrowings | |||||||||||||||||||||
The following table presents borrowings as of December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||
Recourse vs. Non-Recourse | Final | Contractual | Principal | Carrying | Principal | Carrying | ||||||||||||||||
Maturity | Interest Rate (1) | Amount | Value | Amount | Value | |||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Athenaeum, NY (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | $ | 2,090 | $ | 2,090 | $ | — | $ | — | |||||||||||
Cheektowaga, NY (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | 8,612 | 8,612 | — | — | |||||||||||||||
Clinton, CT (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | 6,269 | 6,269 | 7,782 | 7,782 | |||||||||||||||
Denver, CO | Non-recourse | 21-Feb | LIBOR + 2.92% | 21,500 | 21,500 | — | — | |||||||||||||||
Frisco, TX | Non-recourse | 21-Mar | LIBOR + 3.04% | 20,000 | 20,000 | — | — | |||||||||||||||
Milford, OH | Non-recourse | 18-Dec | (3) | LIBOR + 3.35% | 10,500 | 10,500 | 10,500 | 10,500 | ||||||||||||||
Peachtree, GA (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | 7,029 | 7,029 | — | — | |||||||||||||||
Subtotal mortgage notes payable | 76,000 | 76,000 | 18,282 | 18,282 | ||||||||||||||||||
Credit facilities | ||||||||||||||||||||||
Term Loan Facility | Recourse | 17-Nov | (4) | Various (5) | — | — | — | — | ||||||||||||||
Grand Total | $ | 76,000 | $ | 76,000 | $ | 18,282 | $ | 18,282 | ||||||||||||||
_____________________________________________________ | ||||||||||||||||||||||
-1 | Represents one-month LIBOR for Denver, CO and Frisco, TX and three-month LIBOR for the others. | |||||||||||||||||||||
-2 | During the fourth quarter 2014, the Company entered into one additional mortgage note payable with an aggregate commitment of up to $30.0 million, subject to certain conditions, secured by four healthcare real estate properties. As of December 31, 2014, the Company drew down $24.0 million of this commitment, of which $7.6 million was used to repay an existing mortgage note payable. The repayment resulted in a $0.2 million loss on extinguishment of the mortgage note payable due to the write-off of deferred financing costs. | |||||||||||||||||||||
-3 | The initial maturity of Milford, OH is December 2016, with two one-year extensions available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents. | |||||||||||||||||||||
-4 | The initial maturity of Term Loan Facility is November 2016, with a one-year extension available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents. | |||||||||||||||||||||
-5 | The interest rate depends on the cumulative leverage of the Company and advance rate depend upon asset type and characteristics. | |||||||||||||||||||||
The following table presents scheduled principal on borrowings based on fully extended maturity as of December 31, 2014 (dollars in thousands): | ||||||||||||||||||||||
Years Ending December 31: | ||||||||||||||||||||||
2015 | $ | — | ||||||||||||||||||||
2016 | 232 | |||||||||||||||||||||
2017 | 2,174 | |||||||||||||||||||||
2018 | 12,050 | |||||||||||||||||||||
2019 | 24,140 | |||||||||||||||||||||
Thereafter | 37,404 | |||||||||||||||||||||
Total | $ | 76,000 | ||||||||||||||||||||
Term Loan Facility | ||||||||||||||||||||||
On November 13, 2013, the Company, through an Operating Partnership, entered into a credit facility agreement with a national financial institution (the “Term Loan Facility”), which initially provided up to $25.0 million and currently provides up to $100.0 million to finance real estate investments and first mortgage loans secured by healthcare real estate. | ||||||||||||||||||||||
The Term Loan Facility acts as a revolving credit facility that can be paid down as assets are repaid, refinanced or sold and re-drawn upon for new investments. The Company agreed to guaranty all obligations under the Term Loan Facility. The Term Loan Facility contains representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. More specifically, the borrowing subsidiary of the Company must maintain $5.0 million in unrestricted cash at all times during the term of the Term Loan Facility. | ||||||||||||||||||||||
In February 2014, the Company, through the Operating Partnership, amended the Term Loan Facility to increase the initial capacity to $100.0 million with up to $200.0 million of potential capacity. As of December 31, 2014, we had no borrowings outstanding under the Term Loan Facility. | ||||||||||||||||||||||
As of December 31, 2014, the Company was in compliance with all of its financial covenants. |
Related_Party_Arrangements
Related Party Arrangements | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||
Related Party Arrangements | Related Party Arrangements | ||||||||||||||||||
Advisor | |||||||||||||||||||
In connection with the completion of NorthStar Realty’s spin-off of its asset management business into the Sponsor, on June 30, 2014, the Company entered into a new advisory agreement with the Advisor, an affiliate of the Sponsor, on terms substantially similar to those set forth in the prior advisory agreement, and terminated the advisory agreement with the Prior Advisor. For periods prior to June 30, 2014, the information below regarding fees and reimbursements incurred and accrued but not yet paid relates to the Prior Advisor. | |||||||||||||||||||
Subject to certain restrictions and limitations, the Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying, originating, acquiring and asset managing investments on behalf of the Company. The Advisor may delegate certain of its obligations to affiliated entities, which may be organized under the laws of the United States or foreign jurisdictions. References to the Advisor include the Advisor and any such affiliated entities. For such services, to the extent permitted by law and regulations, the Advisor receives fees and reimbursements from the Company. Below is a description and table of the fees and reimbursements incurred to the Advisor. | |||||||||||||||||||
Fees to Advisor | |||||||||||||||||||
Asset Management Fee | |||||||||||||||||||
The Advisor, or its affiliates, receives a monthly asset management fee equal to one-twelfth of 1.0% of the sum of the amount funded or allocated for investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the proportionate share thereof in the case of an investment made through a joint venture). | |||||||||||||||||||
Acquisition Fee | |||||||||||||||||||
The Advisor, or its affiliates, also receives an acquisition fee equal to 1.0% of the amount funded or allocated by the Company to acquire or originate investments, including acquisition expenses and any financing attributable to such investments (or the proportionate share thereof in the case of an investment made through a joint venture) except with respect to real estate property and 2.25% of each real estate property acquired by the Company, including acquisition expenses and any financing attributable to an equity investment (or the proportionate share thereof in the case of an equity investment made through a joint venture). An acquisition fee paid to the Advisor related to the origination or acquisition of debt investments is included in debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. An acquisition fee incurred related to an equity investment will generally be expensed as incurred. An acquisition fee paid to the Advisor related to the acquisition of an equity or debt investment in an unconsolidated joint venture is included in investments in unconsolidated ventures on the consolidated balance sheets The Company expenses certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. | |||||||||||||||||||
Disposition Fee | |||||||||||||||||||
For substantial assistance in connection with the sale of investments and based on the services provided, the Advisor, or its affiliates, receives a disposition fee equal to 1.0% of the contract sales price of each debt investment sold and 2.0% of the contract sales price of each property sold. The Company does not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a debt investment unless there is a corresponding fee paid by the borrower, in which case the disposition fee is the lesser of: (i) 1.0% of the principal amount of the debt investment prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a debt investment, the Company will pay a disposition fee upon the sale of such property. A disposition fee from the sale of an investment is generally expensed and included in asset management and other fees - related party in the Company’s consolidated statements of operations. A disposition fee for a debt investment incurred in a transaction other than a sale is included in debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. | |||||||||||||||||||
Reimbursements to Advisor | |||||||||||||||||||
Operating Costs | |||||||||||||||||||
The Advisor, or its affiliates, is entitled to receive reimbursement for direct and indirect operating costs incurred by the Advisor in connection with administrative services provided to the Company. Indirect operating costs include the Company’s allocable share of costs incurred by the Advisor for personnel and other overhead such as rent, technology and utilities. However, there is no reimbursement for personnel costs related to executive officers and other personnel involved in activities for which the Advisor receives an acquisition fee or a disposition fee. The Company reimburses the Advisor quarterly for operating costs (including the asset management fee) based on a calculation for the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of its average invested assets; or (ii) 25.0% of its net income determined without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of this limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. The Company calculates the expense reimbursement quarterly based upon the trailing twelve-month period. | |||||||||||||||||||
Organization and Offering Costs | |||||||||||||||||||
The Advisor, or its affiliates, is entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor, or its affiliates, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs do not exceed 15% of gross proceeds from the Primary Offering. The Advisor does not expect reimbursable organization and offering costs, excluding selling commissions and dealer manager fees, to exceed $22.5 million, or 1.5% of the total proceeds available to be raised from the Primary Offering. The Company shall not reimburse the Advisor for any organization and offering costs that the Company’s independent directors determine are not fair and commercially reasonable to the Company. | |||||||||||||||||||
Dealer Manager | |||||||||||||||||||
Selling Commissions and Dealer Manager Fees | |||||||||||||||||||
Pursuant to a dealer manager agreement, the Company pays the Dealer Manager selling commissions of up to 7.0% of gross proceeds from the Primary Offering, all of which are reallowed to participating broker-dealers. In addition, the Company pays the Dealer Manager a dealer manager fee of up to 3.0% of gross proceeds from the Primary Offering, a portion of which is typically reallowed to participating broker-dealers and paid to certain employees of the Dealer Manager. No selling commissions or dealer manager fees are paid for sales pursuant to the DRP. | |||||||||||||||||||
Summary of Fees and Reimbursements | |||||||||||||||||||
The following table presents the fees and reimbursements incurred to the Advisor and the Dealer Manager for the years ended December 31, 2014 and 2013 and the amount due to related party as of December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||
Years Ended December 31, | Due to Related Party as of December 31, | ||||||||||||||||||
Type of Fee or Reimbursement | Financial Statement Location | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
Fees to Advisor | |||||||||||||||||||
Asset management | Asset management and other fees-related party | $ | 3,406 | $ | 101 | $ | 6 | $ | 38 | ||||||||||
Acquisition (1) | Real estate debt investments, net/Investments in unconsolidated ventures/ Asset management and other fees-related party | 21,215 | 1,346 | 245 | 564 | ||||||||||||||
Disposition (1) | Real estate debt investments, net | — | — | — | — | ||||||||||||||
Reimbursements to Advisor | |||||||||||||||||||
Operating costs (2) | General and administrative expenses | 3,795 | 189 | 12 | 164 | ||||||||||||||
Organization | General and administrative expenses | 281 | 82 | 2 | 19 | ||||||||||||||
Offering (3) | Cost of capital (4) | 4,489 | 1,549 | 490 | 356 | ||||||||||||||
Selling commissions / Dealer manager fees | Cost of capital (4) | 83,655 | 10,561 | — | — | ||||||||||||||
Total | $ | 755 | $ | 1,141 | |||||||||||||||
____________________________________ | |||||||||||||||||||
-1 | Acquisition/disposition fees incurred to the Advisor related to debt investments are generally offset by origination/exit fees paid to the Company by borrowers if such fees are required from the borrower. Acquisition fees related to equity investments are included in asset management and other fees - related party in the consolidated statements of operations. Acquisition fees related to investments in unconsolidated joint ventures are included in investments in unconsolidated ventures on the consolidated balance sheets. The Advisor may determine to defer fees or seek reimbursement. | ||||||||||||||||||
-2 | As of December 31, 2014, the Advisor and the Prior Advisor incurred unreimbursed operating costs on behalf of the Company and $8.9 million is still allocable. | ||||||||||||||||||
-3 | As of December 31, 2014, the Advisor incurred unreimbursed offering costs in connection with the Follow-on Offering on behalf of the Company and $0.6 million is still allocable. | ||||||||||||||||||
-4 | Cost of capital is included in net proceeds from issuance of common stock in the Company’s consolidated statements of equity. | ||||||||||||||||||
NorthStar Realty Purchase of Common Stock | |||||||||||||||||||
On April 10, 2014, the board of directors of the Company extended the term of the distribution support agreement (the “Distribution Support Agreement”) until August 7, 2015. Pursuant to the Distribution Support Agreement, NorthStar Realty committed to purchase up to an aggregate of $10.0 million in shares of the Company’s common stock at a price of $9.00 per share during the Initial Offering and at $9.18 per share during the Follow-on Offering, if cash distributions exceed modified funds from operations (as computed in accordance with the definition established by the Investment Program Association and adjusted for certain items) to provide additional funds to support distributions to stockholders. In February 2013, NorthStar Realty purchased 222,223 shares of the Company’s common stock for $2.0 million under the Distribution Support Agreement to satisfy the minimum offering requirement, which reduced the total commitment. As of December 31, 2014, including the purchase of shares to satisfy the minimum offering requirement, NorthStar Realty purchased 303,248 shares of the Company’s common stock for $2.7 million and $7.3 million remained outstanding under such commitment. For the years ended December 31, 2014 and 2013, NorthStar Realty purchased 69,857 and 233,391 shares of the Company’s common stock for $0.6 million and $2.1 million under such commitment, respectively. For the fourth quarter 2014, NorthStar Realty was not required to purchase shares in connection with the Distribution Support Agreement. | |||||||||||||||||||
Investments in Joint Ventures | |||||||||||||||||||
In May 2014, the Company, through a general partnership with NorthStar Realty, acquired a 5.6% interest in a $1.1 billion healthcare real estate portfolio and contributed $23.4 million of cash for its interest in the investment. The purchase was approved by the Company’s board of directors, including all of its independent directors. | |||||||||||||||||||
In December, 2014, the Company, through a general partnership with NorthStar Realty, acquired an interest in Griffin-American portfolio. The Company acquired an interest of 14.3% for $187.2 million in cash including the Company’s pro rata share of transaction costs. The purchase was approved by the Company’s board of directors, including all of its independent directors. | |||||||||||||||||||
In connection with the acquisition of the Griffin-American portfolio by NorthStar Realty and the Company, the Sponsor acquired an approximate 44% interest in American Healthcare Investors LLC (“AHI”) and Mr. James F. Flaherty III, a strategic partner of the Sponsor and the Company’s Vice Chairman, acquired a 9.3% interest in AHI. AHI is a healthcare-focused real estate investment management firm that co-sponsored and advised Griffin-American, until Griffin-American was acquired by the Company and NorthStar Realty. In connection with the Sponsor’s acquisition of an interest in AHI, AHI provides certain management and related services, including property management, to the Advisor, NorthStar Realty and the Company. Initially, AHI provides such services to the Company only with respect to its interest in the Griffin-American portfolio and, following completion of the Offering and full investment of the proceeds, AHI may provide such services to a larger subset or all of our assets. Consequently, AHI will assist the Advisor in managing the Griffin-American portfolio and other current and future healthcare assets owned by the Company and NorthStar Realty. |
EquityBased_Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation |
The Company adopted a long-term incentive plan, as amended (the “Plan”), which it may use to attract and retain qualified officers, directors, employees and consultants, as well as an independent directors compensation plan, which is a component of the Plan. Pursuant to the Plan, as of December 31, 2014 the Company’s independent directors were granted a total of 30,000 shares of restricted common stock for an aggregate $270,000. The Company awarded 5,000 shares of restricted common stock on February 11, 2013 and 2,500 shares of restricted common stock on November 7, 2013 and June 13, 2014, respectively, to each of the Company’s three independent directors. The shares will generally vest over four years. However, the stock will become fully vested on the earlier occurrence of: (i) the termination of the independent director’s service as a director due to his or her death or disability; or (ii) a change in control of the Company. | |
The Company recognized equity-based compensation expense of $59,859 and $32,367 for the years ended December 31, 2014 and 2013 respectively, related to the issuance of restricted stock to the independent directors, which was recorded in general and administrative expenses in the consolidated statements of operations. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Stockholders' Equity | Stockholders’ Equity | ||||||||||||
Common Stock from Primary Offering | |||||||||||||
For the year ended December 31, 2014, the Company issued 85.7 million shares of common stock generating gross proceeds of $854.9 million. For the year ended December 31, 2013, the Company issued 10.9 million shares of common stock generating gross proceeds of $108.7 million. From inception through December 31, 2014, the Company issued 96.6 million shares of common stock, generating gross proceeds of $963.6 million. | |||||||||||||
Distribution Reinvestment Plan | |||||||||||||
The Company adopted a DRP through which common stockholders may elect to reinvest an amount equal to the distributions declared on their shares in additional shares of the Company’s common stock in lieu of receiving cash distributions. The purchase price per share pursuant to the Initial DRP was $9.50. Once the Company establishes an estimated value per share, shares issued pursuant to the DRP will be priced at 95.0% of the estimated value per share of the Company’s common stock, as determined by the Advisor or another firm chosen for that purpose. Pursuant to amended FINRA Rule 2310 which was recently approved by the SEC and is expected to be effective in 2016, the Company expects to establish an estimated value per share the later of: (i) within 150 days following the second anniversary of breaking escrow in February 2013 and (ii) the effective date of the new Rule, but in no event later than 18 months after the completion of its offering stage. The offering stage will be considered complete when the Company is no longer publicly offering equity securities through the Offering. No selling commissions or dealer manager fees are paid on shares issued pursuant to the DRP. The Company will disclose the per share estimated value in a report under the Exchange Act of 1934, as amended, and in each annual report thereafter. The board of directors of the Company may amend, suspend or terminate the DRP for any reason upon ten-days’ notice to participants, except that the Company may not amend the DRP to eliminate a participant’s ability to withdraw from the DRP. For the year ended December 31, 2014, the Company issued 1.3 million shares of common stock totaling $12.4 million of gross offering proceeds pursuant to the DRP. For the year ended December 31, 2013, the Company issued 35,495 shares of common stock totaling $0.3 million of gross offering proceeds pursuant to the DRP. From inception through December 31, 2014, the Company issued 1.3 million shares of common stock, generating gross offering proceeds of $12.7 million pursuant to the DRP. | |||||||||||||
Distributions | |||||||||||||
Distributions to stockholders are declared quarterly by the board of directors of the Company and are paid monthly based on a daily amount of $0.00184932 per share, which is equivalent to an annual distribution rate of 6.75%. Distributions are generally paid to stockholders on the first business day of the month following the month for which the distribution has accrued. | |||||||||||||
The following table presents distributions declared for the years ended December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||
Distributions (1) | |||||||||||||
Period | Cash | DRP | Total | ||||||||||
2014 | |||||||||||||
First Quarter | $ | 1,169 | $ | 1,393 | $ | 2,562 | |||||||
Second Quarter | 2,070 | 2,504 | 4,574 | ||||||||||
Third Quarter | 3,360 | 4,201 | 7,561 | ||||||||||
Fourth Quarter | 5,298 | 6,646 | 11,944 | ||||||||||
Total | $ | 11,897 | $ | 14,744 | $ | 26,641 | |||||||
2013 | |||||||||||||
Second Quarter (2) | $ | 45 | $ | 2 | $ | 47 | |||||||
Third Quarter | 91 | 49 | 140 | ||||||||||
Fourth Quarter | 535 | 590 | 1,125 | ||||||||||
Total | $ | 671 | $ | 641 | $ | 1,312 | |||||||
_________________________________________________ | |||||||||||||
-1 | Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. For the year ended December 31, 2014, 100% of distributions paid represent a return of capital. | ||||||||||||
-2 | Distributions from April 5, 2013 (date of the first investment) through June 30, 2013. | ||||||||||||
Share Repurchase Program | |||||||||||||
The Company adopted a share repurchase program that may enable stockholders to sell their shares to the Company in limited circumstances (the “Share Repurchase Program”). The Company may not repurchase shares unless a stockholder has held shares for one year. However, the Company may repurchase shares held less than one year in connection with a stockholder’s death or disability, if the disability is deemed qualifying by the board of directors of the Company in its sole discretion and after receiving written notice from the stockholder or the stockholder’s estate. The Company is not obligated to repurchase shares under the Share Repurchase Program. The Company may amend, suspend or terminate the Share Repurchase Program at its discretion at any time, subject to certain notice requirements. For the year ended December 31, 2014, the Company repurchased 14,354 shares of common stock for a total of $0.1 million at an average price of $9.92 per share. For the year ended December 31, 2013, the Company did not repurchase any shares pursuant to the Share Repurchase Program. As of December 31, 2014, there were no unfulfilled repurchase requests. |
Noncontrolling_Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2014 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interests |
Operating Partnership | |
Non-controlling interests include the aggregate limited partnership interests in the Operating Partnership held by limited partners, other than the Company. Income (loss) attributable to the non-controlling interests is based on the limited partners’ ownership percentage of the Operating Partnership. Income (loss) allocated to the Operating Partnership non-controlling interests for the years ended December 31, 2014 and 2013 was an immaterial amount. | |
Other | |
Other non-controlling interests represent third-party equity interests in ventures that are consolidated with the Company’s financial statements. Net income (loss) attributable to the other non-controlling interests for the years ended December 31, 2014 and 2013 was an immaterial amount. |
Fair_Value
Fair Value | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||
Fair Value Measurement | ||||||||||||||||||||||||
The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | ||||||||||||||||||||||||
Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: | ||||||||||||||||||||||||
Level 1. | Quoted prices for identical assets or liabilities in an active market. | |||||||||||||||||||||||
Level 2. | Financial assets and liabilities whose values are based on the following: | |||||||||||||||||||||||
a) | Quoted prices for similar assets or liabilities in active markets. | |||||||||||||||||||||||
b) | Quoted prices for identical or similar assets or liabilities in non-active markets. | |||||||||||||||||||||||
c) | Pricing models whose inputs are observable for substantially the full term of the asset or liability. | |||||||||||||||||||||||
d) | Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. | |||||||||||||||||||||||
Level 3. | Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. | |||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||
U.S. GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value. | ||||||||||||||||||||||||
The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
Principal Amount | Carrying Value | Fair | Principal | Carrying | Fair | |||||||||||||||||||
Value | Amount | Value | Value | |||||||||||||||||||||
Financial assets: (1) | ||||||||||||||||||||||||
Real estate debt investments, net | $ | 145,887 | $ | 146,267 | $ | 153,001 | $ | 11,250 | $ | 11,250 | $ | 11,250 | ||||||||||||
Financial liabilities: (1) | ||||||||||||||||||||||||
Mortgage notes payable | $ | 76,000 | $ | 76,000 | $ | 75,293 | $ | 18,282 | $ | 18,282 | $ | 18,013 | ||||||||||||
_____________________________ | ||||||||||||||||||||||||
-1 | The fair value of other financial instruments not included in this table is estimated to approximate their carrying value. | |||||||||||||||||||||||
Disclosure about fair value of financial instruments is based on pertinent information available to management as of the reporting date. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein. | ||||||||||||||||||||||||
Real Estate Debt Investments | ||||||||||||||||||||||||
For debt investments, fair value was approximated by comparing the current yield to the estimated yield for newly originated loans with similar credit risk or the market yield at which a third party might expect to purchase such investment. Fair value was determined assuming fully-extended maturities regardless of structural or economic tests required to achieve such extended maturities. These fair value measurements of debt are generally based on unobservable inputs and, as such, are classified as Level 3 of the fair value hierarchy. | ||||||||||||||||||||||||
Mortgage Notes Payable | ||||||||||||||||||||||||
For mortgage notes payable, the Company primarily uses rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the end of the reporting period. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy. |
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting | Segment Reporting | ||||||||||||||||
The Company conducts its business through the following four segments, which are based on how management reviews and manages its business: | |||||||||||||||||
• | Real Estate Equity - Focused on equity investments, directly or through joint ventures, backed by properties in the mid-acuity senior housing sector, predominantly in the United States, which the Company defines as ALF, MCF, SNF and ILF that have an emphasis on private pay patients and may also include MOB, hospitals and rehabilitation facilities. Certain healthcare properties operate under the RIDEA structure generating resident income from short-term residential agreements and incur customary related operating expenses. | ||||||||||||||||
• | Real Estate Debt - Focused on originating, acquiring and asset managing healthcare-related debt investments and may include first mortgage loans, subordinate interests and mezzanine loans and participations in such loans, as well as preferred equity interests. | ||||||||||||||||
• | Healthcare-Related Securities - Focused on investing in and asset managing healthcare-related securities primarily consisting of commercial mortgage-backed securities and other securities backed primarily by loans secured by healthcare properties. | ||||||||||||||||
• | Corporate - The corporate segment includes corporate level asset management and other fees to related party and general and administrative expenses. | ||||||||||||||||
The Company primarily generates revenue from rental and resident fee income from real estate equity and interest income on the real estate debt investments. For the year ended December 31, 2014, gross revenues from two of the Company’s operators, Watermark Retirement Communities and Peregrine Health Management Company, were 48% and 10% of the Company’s total revenues, respectively. The Company’s income is also derived through the difference between net revenue and the cost at which the Company is able to finance its investments. The Company may also acquire investments which generate attractive returns without any leverage. The following tables present segment reporting for the years ended December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||
Statement of Operations: | |||||||||||||||||
Year ended December 31, 2014 | Real Estate Equity | Real Estate Debt | Corporate (1) | Total | |||||||||||||
Rental and resident fee income | $ | 22,549 | $ | — | $ | — | $ | 22,549 | |||||||||
Interest income | — | 7,490 | — | 7,490 | |||||||||||||
Property operating expenses | 10,810 | — | — | 10,810 | |||||||||||||
Asset management and other fees-related party | — | — | 8,220 | 8,220 | |||||||||||||
Other expenses | 9,159 | 36 | 5,900 | 15,095 | |||||||||||||
Other income (loss) | (156 | ) | — | — | (156 | ) | |||||||||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 2,424 | 7,454 | (14,120 | ) | (4,242 | ) | |||||||||||
Equity in earnings (losses) of unconsolidated ventures | (12,127 | ) | — | — | (12,127 | ) | |||||||||||
Income tax benefit (expense) | 1,390 | — | — | 1,390 | |||||||||||||
Net income (loss) | $ | (8,313 | ) | $ | 7,454 | $ | (14,120 | ) | $ | (14,979 | ) | ||||||
Statement of Operations: | |||||||||||||||||
Year ended December 31, 2013 | Real Estate Equity | Real Estate Debt | Corporate(1) | Total | |||||||||||||
Rental income | $ | 488 | $ | — | $ | — | $ | 488 | |||||||||
Interest income | — | 375 | — | 375 | |||||||||||||
Other revenue | 38 | — | — | 38 | |||||||||||||
Property operating expenses | 24 | — | — | 24 | |||||||||||||
Asset management and other fees-related party | — | — | 1,334 | 1,334 | |||||||||||||
Other expenses | 1,460 | 2 | 651 | 2,113 | |||||||||||||
Net income (loss) | $ | (958 | ) | $ | 373 | $ | (1,985 | ) | $ | (2,570 | ) | ||||||
_________________________________________________ | |||||||||||||||||
-1 | Includes unallocated asset management fee—related party and general and administrative expenses, if any. | ||||||||||||||||
The following table presents total assets by segment as of December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||
Balance Sheets: | |||||||||||||||||
Real Estate Equity | Real Estate | Corporate | Total | ||||||||||||||
Debt | |||||||||||||||||
December 31, 2014: | |||||||||||||||||
Investments in unconsolidated ventures | $ | 215,175 | $ | — | $ | — | $ | 215,175 | |||||||||
Total Assets | 489,711 | 147,419 | 281,618 | 918,748 | |||||||||||||
December 31, 2013: | |||||||||||||||||
Total Assets | $ | 57,521 | $ | 11,407 | $ | 46,911 | $ | 115,839 | |||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Status of Offering | |
On February 2, 2015, the Company completed its Initial Offering and issued 110.5 million shares of common stock resulting in gross proceeds of $1.1 billion. | |
On February 6, 2015, the registration statement for the Follow-on Offering was declared effective by the SEC and the Company began raising capital at the end of the month. For the period from February 6, 2015 through March 23, 2015, the Company issued 1.1 million shares of common stock representing gross proceeds of $10.7 million. | |
In connection with the effectiveness of the Follow-on Offering, on February 6, 2015, the Company entered into a new dealer manager agreement with the Dealer Manager, on substantially similar terms to those in effect for the Initial Offering. In addition, the Company amended and restated the Distribution Support Agreement extending the term of the agreement until February 6, 2017. | |
Distribution Reinvestment Plan | |
In January 2015, the Company reallocated 8.6 million shares from the Initial DRP to the Initial Primary Offering. For the period from inception through March 23, 2015, the Company issued 2.3 million shares pursuant to the DRP. | |
Distributions | |
On March 3, 2015, the board of directors of the Company approved a daily cash distribution of $0.00184932 per share of common stock for each of the three months ended June 30, 2015. Distributions are generally paid to stockholders on the first business day of the month following the month for which the distribution was accrued. | |
Share Repurchases | |
From January 1, 2015 through March 23, 2015, the Company repurchased 64,298 shares for a total of $0.6 million or a weighted average price of $9.88 per share under the Share Repurchase Program. | |
New Borrowings | |
On January 29, 2015, the Company obtained four mortgage notes to finance its operating real estate located in Long Island, New York. All closed on substantially similar terms and provide for an aggregate of $93.8 million of financing bearing interest at 3.99%. The mortgage notes payable are non-recourse and mature in January 2025. | |
New Investments | |
The Company, together with Formation Capital, LLC and Safanad Management Limited, agreed to acquire the U.S.-based operations of Extendicare International Inc., a $870.0 million portfolio consisting of 152 SNF and six ALF located across 12 states, with the largest concentrations in Indiana, Kentucky, Ohio, Michigan and Wisconsin. The Company may invest up to $165.0 million, including a $75.0 million mezzanine loan. | |
Term Loan Facility | |
On February 19, 2015, the Company amended the terms of its secured credit facility agreement, whereby its investments in unconsolidated joint ventures will be limited as a percentage of its consolidated total assets. |
Schedule_III_Real_Estate_and_A
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||||||||||||||||||||||
Column A | Column B | Column C Initial Cost | Column D Capitalized Subsequent to Acquisition | Column E Gross Amount Carried at Close of Period | Column F | Column G | Column H | ||||||||||||||||||||||||||||||||||
Location City, State | Encumbrances | Land | Building & Improvements | Land, Buildings & Improvements | Land | Building & Improvements | Total | Accumulated Depreciation | Total | Date Acquired | Life on Which Depreciation is Computed | ||||||||||||||||||||||||||||||
Operating Real Estate | |||||||||||||||||||||||||||||||||||||||||
Clinton, CT | $ | 6,269 | $ | 600 | $ | 9,900 | $ | — | $ | 600 | $ | 9,900 | $ | 10,500 | $ | 313 | $ | 10,187 | 13-Oct | 40 years | |||||||||||||||||||||
Leawood, KS | — | 900 | 7,100 | — | 900 | 7,100 | 8,000 | 231 | 7,769 | 13-Oct | 40 years | ||||||||||||||||||||||||||||||
Skaneateles, NY | 2,090 | 400 | 2,600 | — | 400 | 2,600 | 3,000 | 80 | 2,920 | 13-Oct | 40 years | ||||||||||||||||||||||||||||||
Spring Hill, KS | — | 430 | 6,570 | — | 430 | 6,570 | 7,000 | 208 | 6,792 | 13-Oct | 40 years | ||||||||||||||||||||||||||||||
Milford, OH | 10,500 | 1,160 | 14,440 | 379 | 1,160 | 14,819 | 15,979 | 468 | 15,511 | 13-Dec | 40 years | ||||||||||||||||||||||||||||||
Smyrna, GA | 7,029 | 825 | 9,175 | — | 825 | 9,175 | 10,000 | 250 | 9,750 | 13-Dec | 40 years | ||||||||||||||||||||||||||||||
Denver, CO | 21,500 | 4,300 | 27,200 | 618 | 4,300 | 27,818 | 32,118 | 707 | 31,411 | 14-Jan | 40 years | ||||||||||||||||||||||||||||||
Cheektowaga, NY | 8,612 | 300 | 12,200 | — | 300 | 12,200 | 12,500 | 277 | 12,223 | 14-Feb | 40 years | ||||||||||||||||||||||||||||||
Frisco, TX | 20,000 | 3,100 | 35,874 | 755 | 3,100 | 36,629 | 39,729 | 899 | 38,830 | 14-Feb | 40 years | ||||||||||||||||||||||||||||||
Bohemia, NY | — | 2,130 | 31,070 | — | 2,130 | 31,070 | 33,200 | 258 | 32,942 | 14-Sep | 40 years | ||||||||||||||||||||||||||||||
Hauppauge, NY | — | 2,320 | 19,180 | — | 2,320 | 19,180 | 21,500 | 164 | 21,336 | 14-Sep | 40 years | ||||||||||||||||||||||||||||||
Islandia, NY | — | 2,820 | 44,880 | — | 2,820 | 44,880 | 47,700 | 377 | 47,323 | 14-Sep | 40 years | ||||||||||||||||||||||||||||||
Westbury, NY | — | 750 | 21,850 | — | 750 | 21,850 | 22,600 | 185 | 22,415 | 14-Sep | 40 years | ||||||||||||||||||||||||||||||
Total | $ | 76,000 | $ | 20,035 | $ | 242,039 | $ | 1,752 | $ | 20,035 | $ | 243,791 | $ | 263,826 | $ | 4,417 | $ | 259,409 | |||||||||||||||||||||||
The following table presents changes in the Company’s operating real estate portfolio for the years ended December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||||||||||
Beginning balance | $ | 54,100 | $ | — | |||||||||||||||||||||||||||||||||||||
Property acquisitions | 207,974 | 54,100 | |||||||||||||||||||||||||||||||||||||||
Improvements | 1,752 | — | |||||||||||||||||||||||||||||||||||||||
Ending balance | $ | 263,826 | $ | 54,100 | |||||||||||||||||||||||||||||||||||||
The following table presents changes in accumulated depreciation for the years ended December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||||||||||||||||||||||
As of December 31, | |||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||||||||||
Beginning balance | $ | 131 | $ | — | |||||||||||||||||||||||||||||||||||||
Depreciation expense | 4,286 | 131 | |||||||||||||||||||||||||||||||||||||||
Ending balance | $ | 4,417 | $ | 131 | |||||||||||||||||||||||||||||||||||||
Schedule_IV_Mortgage_Loans_on_
Schedule IV - Mortgage Loans on Real Estate Schedule IV - Mortgage Loans on Real Estate (Notes) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Mortgage Loans on Real Estate [Abstract] | |||||||||||||||||||||||||||||
Schedule IV - Mortgage Loans on Real Estate | SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE | ||||||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||||||||||
Asset Type: | Location / Description | Number | Interest Rate | Maturity Date (2) | Periodic Payment Terms (3) | Prior Liens (4) | Principal Amount | Carrying Value | Principal Amount of Loans Subject to Delinquent Principal or Interest | ||||||||||||||||||||
Floating (1) | Fixed | ||||||||||||||||||||||||||||
First mortgage loans: | |||||||||||||||||||||||||||||
Cedar Creek | California/SNF | 1 | 8.00% | — | % | 16-Mar | I/O | $ | — | $ | 11,250 | $ | 11,250 | $ | — | ||||||||||||||
Dallastown/Newark | Pennsylvania / Delaware / SNF / ALF | 1 | 8.30% | — | % | 17-Jan | I/O | — | 14,637 | 14,637 | — | ||||||||||||||||||
Total/Weighted average | 2 | 8.10% | — | % | — | 25,887 | 25,887 | — | |||||||||||||||||||||
Mezzanine loans: | |||||||||||||||||||||||||||||
Sava | Various / SNF | 1 | 10.30% | — | % | 16-Jun | I/O | 865,000 | 75,000 | 75,391 | — | ||||||||||||||||||
Sava 2 | Various / SNF / ALF | 1 | 10.00% | — | % | 16-Oct | I/O | 60,000 | 45,000 | 44,989 | — | ||||||||||||||||||
Total/Weighted average | 2 | 10.20% | — | % | 925,000 | 120,000 | 120,380 | — | |||||||||||||||||||||
Total | 4 | 9.80% | — | % | $ | 925,000 | $ | 145,887 | $ | 146,267 | $ | — | |||||||||||||||||
_______________________________________ | |||||||||||||||||||||||||||||
-1 | Represents spread over one-month LIBOR except first mortgage loans that are subject to and include LIBOR floors ranging from 0.25% to 1.00%. | ||||||||||||||||||||||||||||
-2 | Reflects the initial maturity date of the investment and does not consider any options to extend beyond such date. | ||||||||||||||||||||||||||||
-3 | Interest Only, or I/O; principal amount due in full at maturity. | ||||||||||||||||||||||||||||
-4 | Represents only third-party liens. | ||||||||||||||||||||||||||||
Reconciliation of Carrying Value of Real Estate Debt (dollars in thousands): | |||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Beginning balance | $ | 11,250 | $ | — | |||||||||||||||||||||||||
Additions: | |||||||||||||||||||||||||||||
Principal amount of new loans and additional funding on existing loans | 134,637 | 11,250 | |||||||||||||||||||||||||||
Acquisition cost (fees) on new loans | 1,513 | 113 | |||||||||||||||||||||||||||
Origination fees received on new loans | (992 | ) | (113 | ) | |||||||||||||||||||||||||
Deductions: | |||||||||||||||||||||||||||||
Amortization of acquisition costs, fees, premiums and discounts | (141 | ) | — | ||||||||||||||||||||||||||
Ending balance | $ | 146,267 | $ | 11,250 | |||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of Accounting | Basis of Accounting | ||
The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company did not have operations for the year ended December 31, 2012 and, therefore, does not present consolidated statements of operations or consolidated statements of cash flows for the respective period. | |||
Principles of Consolidation | Principles of Consolidation | ||
The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIE”), if any, where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. | |||
Variable Interest Entities | Variable Interest Entities | ||
A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. | |||
A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. | |||
The Company evaluates its investments and financings, including investments in unconsolidated ventures and securitization financing transactions, if any, to determine whether they are a VIE. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. As of December 31, 2014, the Company has not identified any VIEs related to its investments or financing. | |||
Voting Interest Entities | Voting Interest Entities | ||
A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. | |||
The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. | |||
Investments in Unconsolidated Ventures | Investments in Unconsolidated Ventures | ||
Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method, at fair value or the cost method. | |||
Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Equity method investments are recognized using a cost accumulation model in which the investment is recognized based on the cost to the investor, which includes acquisition fees. The Company expenses certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. | |||
The Company may account for an investment in an unconsolidated entity at fair value by electing the fair value option. The Company may account for investments that do not qualify for equity method accounting or for which the fair value option was not elected using the cost method if the Company determines the investment in the unconsolidated entity is insignificant. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. | |||
Non-controlling Interests | Non-controlling Interests | ||
A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. | |||
Estimates | Estimates | ||
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. | |||
Reclassifications | Reclassifications | ||
Certain prior period amounts have been reclassified in the consolidated financial statements to conform to current period presentation. | |||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||
The Company reports consolidated comprehensive income (loss) in separate statements following the consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and other comprehensive income (loss) (“OCI”). | |||
Operating Real Estate | Operating Real Estate | ||
The Company follows the purchase method for an acquisition of operating real estate, where the purchase price is allocated to tangible assets such as land, building, furniture and fixtures, improvements and other identified intangibles. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their useful life. Ordinary repairs and maintenance are expensed as incurred. Operating real estate is carried at historical cost less accumulated depreciation. Operating real estate is depreciated using the straight-line method over the estimated useful life of the assets, summarized as follows: | |||
Category: | Term: | ||
Building | 40 years | ||
Building improvements | Lesser of the useful life or remaining life of the building | ||
Tenant improvements | Lesser of the useful life or remaining term of the lease | ||
Furniture and fixtures | 7 to 10 years | ||
Construction costs incurred in connection with the Company’s investments are capitalized and included in operating real estate, net on the consolidated balance sheets. Construction in progress is not depreciated until the development is substantially completed. Costs directly related to an acquisition deemed to be a business combination are expensed and included in transaction costs in the consolidated statements of operations. The Company evaluates whether a real estate acquisition constitutes a business and whether business combination accounting is appropriate. | |||
Real Estate Debt Investments | Real Estate Debt Investments | ||
Debt investments are generally intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan fees, premium, discount and unfunded commitments. Debt investments that are deemed to be impaired are carried at amortized cost less a loan loss reserve, if deemed appropriate, which approximates fair value. Debt investments where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value. | |||
Real Estate Securities | Real Estate Securities | ||
The Company classifies its securities investments as available for sale on the acquisition date, which are carried at fair value. Unrealized gains (losses) are recorded as a component of accumulated OCI in the consolidated statements of equity. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities are recorded in unrealized gain (loss) on investments and other in the consolidated statements of operations. | |||
Acquisition Fees and Expenses | Acquisition Fees and Expenses | ||
The total of all acquisition fees and expenses for an investment, including acquisition fees to the Advisor, cannot exceed, in the aggregate, 6.0% of the contract purchase price of such investment unless such excess is approved by a majority of the directors, including independent directors. For the year ended December 31, 2014, total acquisition fees and expenses did not exceed the allowed limit for any investment. An acquisition fee paid to the Advisor related to the origination or acquisition of debt investments is included in debt investments, net on the consolidated balance sheets and is amortized to interest income over the life of the investment using the effective interest method. An acquisition fee incurred related to an equity investment will generally be expensed as incurred. An acquisition fee paid to the Advisor related to the acquisition of an equity or debt investment in an unconsolidated joint venture is included in investments in unconsolidated ventures on the consolidated balance sheets. The Company expenses certain acquisition costs and fees associated with transactions deemed to be business combinations in which it consolidates the asset and capitalizes these costs for transactions deemed to be acquisitions of an asset, including an equity investment. | |||
Revenue Recognition | Revenue Recognition | ||
Operating Real Estate | |||
Rental and escalation income from operating real estate is derived from leasing of space to various types of tenants and healthcare operators. The leases are for fixed terms of varying length and generally provide for annual rentals to be paid in monthly installments. Rental income from leases is recognized on a straight-line basis over the term of the respective leases. The excess of rent recognized over the amount contractually due pursuant to the underlying leases is included in receivables on the consolidated balance sheets. Escalation income represents revenue from tenant/operator leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes paid by the Company on behalf of the respective property, as applicable. This revenue is accrued in the same period as the expenses are incurred. | |||
The Company also generates operating income from healthcare properties under a RIDEA structure. Revenue related to healthcare properties includes resident room and care charges and other resident charges. | |||
Real Estate Debt Investments | |||
Interest income is recognized on an accrual basis and any related premium, discount, origination costs and fees are amortized over the life of the investment using the effective interest method. The amortization is reflected as an adjustment to interest income in the consolidated statements of operations. The amortization of a premium or accretion of a discount is discontinued if such loan is reclassified to held for sale. | |||
Real Estate Securities | |||
Interest income is recognized using the effective interest method with any premium or discount amortized or accreted through earnings based on expected cash flow through the expected maturity date of the security. Changes to expected cash flow may result in a change to the yield which is then applied retrospectively for high-credit quality securities that cannot be prepaid or otherwise settled in such a way that the holder would not recover substantially all of the investment or prospectively for all other securities to recognize interest income. | |||
Credit Losses and Impairment on Investments | Credit Losses and Impairment on Investments | ||
Operating Real Estate | |||
The Company’s real estate portfolio is reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value is considered impaired if the Company’s estimate of the aggregate expected future undiscounted cash flow generated by the property is less than the carrying value. In conducting this review, the Company considers U.S. macroeconomic factors, real estate and healthcare sector conditions and asset specific and other factors. To the extent an impairment has occurred, the loss is measured as the excess of the carrying value of the property over the estimated fair value and recorded in impairment on operating real estate in the consolidated statements of operations. | |||
An allowance for a doubtful account for a tenant/operator/resident receivable is established based on a periodic review of aged receivables resulting from estimated losses due to the inability of tenant/operator/resident to make required rent and other payments contractually due. Additionally, the Company establishes, on a current basis, an allowance for future tenant/operator/resident credit losses on unbilled rent receivable based on an evaluation of the collectability of such amounts. | |||
Real Estate Debt Investments | |||
Loans are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loan loss reserves on a quarterly basis or more frequently as necessary. Significant judgment of the Company is required in this analysis. The Company considers the estimated net recoverable value of the loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each loan is maintained at a level that is determined to be adequate by management to absorb probable losses. | |||
Income recognition is suspended for a loan at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged. As of December 31, 2014, the Company did not have any impaired real estate debt investments. | |||
Real Estate Securities | |||
Securities for which the fair value option is elected are not evaluated for other-than-temporary impairment (“OTTI”) as any change in fair value is recorded in the consolidated statements of operations. Realized losses on such securities are reclassified to realized gain (loss) on investments and other as losses occur. | |||
Securities for which the fair value option is not elected are evaluated for OTTI quarterly. Impairment of a security is considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. When a security has been deemed to be other-than-temporarily impaired due to (i) or (ii), the security is written down to its fair value and an OTTI is recognized in the consolidated statements of operations. In the case of (iii), the security is written down to its fair value and the amount of OTTI is then bifurcated into: (a) the amount related to expected credit losses; and (b) the amount related to fair value adjustments in excess of expected credit losses. The portion of OTTI related to expected credit losses is recognized in the consolidated statements of operations. The remaining OTTI related to the valuation adjustment is recognized as a component of accumulated OCI in the consolidated statements of equity. The portion of OTTI recognized through earnings is accreted back to the amortized cost basis of the security through interest income, while amounts recognized through OCI are amortized over the life of the security with no impact on earnings. Real estate securities which are not high-credit quality are considered to have an OTTI if the security has an unrealized loss and there has been an adverse change in expected cash flow. The amount of OTTI is then bifurcated as discussed above. | |||
Organization and Offering Costs | Organization and Offering Costs | ||
The Advisor, or its affiliates, is entitled to receive reimbursement for costs paid on behalf of the Company in connection with the Offering. The Company is obligated to reimburse the Advisor for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs do not exceed 15% of gross offering proceeds from the Primary Offering. The Advisor does not expect reimbursable organization and offering costs to exceed $22.5 million, or 1.5% of the total proceeds available to be raised from the Primary Offering. The Company records organization and offering costs each period based upon an allocation determined by the expectation of total organization and offering costs to be reimbursed. Organization costs are recorded as an expense in general and administrative expenses in the consolidated statements of operations and offering costs are recorded as a reduction to equity. | |||
Equity-Based Compensation | Equity-Based Compensation | ||
The Company accounts for its equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than time of service, are amortized to compensation expense over the awards’ vesting period on a straight-line basis. Equity-based compensation is classified within general and administrative expense in the consolidated statements of operations. | |||
Income Taxes | Income Taxes | ||
The Company elected to be taxed as a REIT and to comply with the related provisions of the Internal Revenue Code of 1986, as amended. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. To maintain its qualification as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. The Company may also be subject to certain state, local and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company believes that all of the criteria to maintain the Company’s REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods. | |||
The Company maintains a taxable REIT subsidiary (“TRS”) which may be subject to U.S. federal, state and local income taxes and foreign taxes. In general, a TRS of the Company may perform non-customary services for tenants/operators/residents of the Company, hold assets that the Company cannot hold directly and may engage in any real estate or non-real estate-related business. A TRS is subject to regular corporate income tax. The Company has established a TRS in a jurisdiction for which no taxes are assessed on corporate earnings. However, the Company must include in earnings the income from the TRS even if it has received no cash distributions. | |||
Current and deferred taxes are provided on the portion of earnings (losses) recognized by the Company with respect to its interest in the TRS. Deferred income tax assets and liabilities are calculated based on temporary differences between the Company’s U.S. GAAP consolidated financial statements and the federal and state income tax basis of assets and liabilities as of the consolidated balance sheet date. The Company evaluates the realizability of its deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognizes a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in provision for income tax benefit (expense) in the consolidated statements of operations. As of December 31, 2014, the Company recorded a $1.4 million deferred tax asset in deferred costs and other assets, net on the consolidated balance sheets due to the timing of contractual lease payments related to the Company’s healthcare RIDEA properties. The Company recorded $25,799 and an immaterial amount of current income tax expense for the years ended December 31, 2014 and 2013, respectively. | |||
From time-to-time, the Company’s TRS may generate taxable income from intercompany transactions. The TRS entities generate taxable revenue from fees for services provided by the Company’s healthcare facilities. Certain entities may be consolidated in the Company’s financial statements. All income taxes are accrued by the TRS in the year in which the taxable revenue is received. These income taxes are not eliminated when the related revenue is eliminated in consolidation. | |||
The TRS entities may be subject to tax laws that are complex and potentially subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws. Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. The Company reviews the tax balances of its TRS entities quarterly and as new information becomes available, the balances are adjusted as appropriate. | |||
The Company has assessed its tax positions for all open tax years, which includes 2012 to 2014 and concluded there were no material uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as interest expense. The Company has not recognized any such amounts related to uncertain tax positions for the years ended December 31, 2014 and 2013. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
In May 2014, the FASB issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. When it becomes effective on January 1, 2017, the accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial statements and related disclosures. | |||
In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of the guidance on its consolidated financial position, results of operations and financial statement disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Schedule of Operating Real Estate Useful Lives | Operating real estate is depreciated using the straight-line method over the estimated useful life of the assets, summarized as follows: | ||||
Category: | Term: | ||||
Building | 40 years | ||||
Building improvements | Lesser of the useful life or remaining life of the building | ||||
Tenant improvements | Lesser of the useful life or remaining term of the lease | ||||
Furniture and fixtures | 7 to 10 years | ||||
Schedule of Future Minimum Rental Income under Leases | The following table presents future minimum rental income under leases and excludes income generated through the structure permitted by RIDEA as of December 31, 2014 (dollars in thousands): | ||||
Years Ending December 31: | |||||
2015 | $ | 13,108 | |||
2016 | 13,736 | ||||
2017 | 14,474 | ||||
2018 | 14,549 | ||||
2019 | 14,913 | ||||
Thereafter | 134,800 | ||||
Total | $ | 205,580 | |||
Operating_Real_Estate_Tables
Operating Real Estate (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||
Real Estate [Abstract] | ||||||||||||||||||||||||||||||
Schedule of Real Estate Investments | The following table presents operating real estate, net as of December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||||||||||
As of December 31, | ||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||
Land | $ | 20,035 | $ | 4,315 | ||||||||||||||||||||||||||
Buildings and improvements | 235,544 | 48,020 | ||||||||||||||||||||||||||||
Construction in progress | 1,320 | — | ||||||||||||||||||||||||||||
Furniture and fixtures | 6,927 | 1,765 | ||||||||||||||||||||||||||||
Subtotal | 263,826 | 54,100 | ||||||||||||||||||||||||||||
Less: Accumulated depreciation | (4,417 | ) | (131 | ) | ||||||||||||||||||||||||||
Operating real estate, net | $ | 259,409 | $ | 53,969 | ||||||||||||||||||||||||||
Schedule of Real Estate Properties | The following table summarizes operating real estate acquisitions for the year ended December 31, 2014 (dollars in thousands): | |||||||||||||||||||||||||||||
Acquisition Date | Type (1) | Portfolio | Amount (2) (3) | Properties | Units | Location | Financing | Equity (4) | Ownership Interest | Transaction Costs | ||||||||||||||||||||
Operating Real Estate - RIDEA | ||||||||||||||||||||||||||||||
Jan-14 | ALF | Watermark | $ | 34,532 | 1 | 183 | Denver, CO | $ | 21,500 | $ | 12,697 | 97 | % | $ | 388 | |||||||||||||||
Feb-14 | ILF | Watermark | 42,383 | 1 | 202 | Frisco, TX | 20,000 | 21,921 | 97 | % | 418 | |||||||||||||||||||
Total | 76,915 | 2 | 385 | 41,500 | 34,618 | 806 | ||||||||||||||||||||||||
Operating Real Estate - Net Lease | ||||||||||||||||||||||||||||||
Feb-14 | ALF | Peregrine | (5) | 12,500 | 1 | 100 | Cheektowaga, NY | 8,612 | 4,304 | 100 | % | 140 | ||||||||||||||||||
Sep-14 | ALF | Arbors | (6) | 125,130 | 4 | 570 | Long Island, NY | — | 126,226 | 100 | % | 1,612 | ||||||||||||||||||
Total | 137,630 | 5 | 670 | 8,612 | 130,530 | 1,752 | ||||||||||||||||||||||||
Grand Total | $ | 214,545 | 7 | 1055 | $ | 50,112 | $ | 165,148 | $ | 2,558 | ||||||||||||||||||||
_________________________________________________ | ||||||||||||||||||||||||||||||
-1 | Classification based on predominant services provided, but may include other services. | |||||||||||||||||||||||||||||
-2 | Includes net purchase price allocation related to net intangibles, deferred costs, other assets, if any, and adjusted for subsequent capital expenditures. | |||||||||||||||||||||||||||||
-3 | Excludes the Company’s interest in properties held through unconsolidated joint ventures of $215.2 million. | |||||||||||||||||||||||||||||
-4 | Represents the Company’s share of equity. | |||||||||||||||||||||||||||||
-5 | In December 2014, the property was financed (refer to note 6). | |||||||||||||||||||||||||||||
-6 | Each facility in the Arbors Portfolio is 100% leased to Arcadia Management, Inc. (“Arcadia”) pursuant to a 15-year, cross-default net lease, whereby the tenant, Arcadia, is responsible for substantially all of the operating expenses at each facility. From acquisition in September 2014 through December 31, 2014, the Company recognized $0.7 million of net income from Arbors Portfolio. | |||||||||||||||||||||||||||||
Business Acquisition Pro Forma Information | The unaudited pro forma amounts were prepared for comparative purposes only and are not indicative of what actual consolidated results of operations of the Company would have been, nor are they indicative of the consolidated results of operations in the future and exclude transaction costs (dollars in thousands, expect per share): | |||||||||||||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||
Pro forma total revenues | $ | 37,360 | $ | 11,523 | ||||||||||||||||||||||||||
Pro forma net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | (9,825 | ) | 4,902 | |||||||||||||||||||||||||||
Pro forma net income (loss) per share of common stock, basic/diluted | $ | (0.25 | ) | $ | 2.42 | |||||||||||||||||||||||||
Schedule of Business Acquisitions | The following table presents the preliminary allocation of purchase price of the operating real estate assets acquired and liabilities assumed for acquisitions in 2014 that continue to be subject to refinement upon receipt of all information (dollars in thousands): | |||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||
Land | $ | 8,020 | ||||||||||||||||||||||||||||
Buildings and improvements | 113,830 | |||||||||||||||||||||||||||||
Other assets acquired (1) | 3,280 | |||||||||||||||||||||||||||||
Total assets acquired | $ | 125,130 | ||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||
Other liabilities assumed (2) | $ | 35 | ||||||||||||||||||||||||||||
Total liabilities | 35 | |||||||||||||||||||||||||||||
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 125,095 | |||||||||||||||||||||||||||||
Total equity | 125,095 | |||||||||||||||||||||||||||||
Total liabilities and equity | $ | 125,130 | ||||||||||||||||||||||||||||
____________________________________________________________ | ||||||||||||||||||||||||||||||
-1 | Primarily includes furniture and fixtures and accounts receivable. | |||||||||||||||||||||||||||||
-2 | Primarily includes deposits payable. | |||||||||||||||||||||||||||||
The following table presents the final allocation of the purchase price of the assets acquired and liabilities assumed or issued (including financing entered into contemporaneous with the acquisition) for acquisitions in 2013 and the first quarter of 2014 (dollars in thousands): | ||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||
Land | $ | 12,015 | ||||||||||||||||||||||||||||
Buildings and improvements | 128,193 | |||||||||||||||||||||||||||||
Other assets acquired (1) | 3,665 | |||||||||||||||||||||||||||||
Total assets acquired | $ | 143,873 | ||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||
Mortgage notes payable | $ | 59,813 | ||||||||||||||||||||||||||||
Other liabilities assumed (2) | 1,563 | |||||||||||||||||||||||||||||
Total liabilities | 61,376 | |||||||||||||||||||||||||||||
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 81,292 | |||||||||||||||||||||||||||||
Non-controlling interests | 1,205 | |||||||||||||||||||||||||||||
Total equity | 82,497 | |||||||||||||||||||||||||||||
Total liabilities and equity | $ | 143,873 | ||||||||||||||||||||||||||||
____________________________________________________________ | ||||||||||||||||||||||||||||||
-1 | Primarily includes deferred costs and escrowed amounts, as applicable. | |||||||||||||||||||||||||||||
-2 | Primarily includes prepaid rent and security deposits. |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Ventures (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||
Equity Method Investments | The combined balance sheet and statement of operations for the unconsolidated ventures as of December 31, 2014 and from acquisition date through the year ended December 31, 2014 are as follows (dollars in thousands): | ||||||||||
December 31, 2014 | Year Ended | ||||||||||
December 31, 2014 | |||||||||||
Assets | |||||||||||
Operating real estate, net | $ | 4,827,678 | Total revenues | $ | 130,034 | ||||||
Other assets | 818,866 | ||||||||||
Total assets | $ | 5,646,544 | Property operating expenses | 62,949 | |||||||
Transaction costs | 81,065 | ||||||||||
Liabilities and equity | Interest expense | 40,701 | |||||||||
Mortgage notes payable | $ | 3,778,599 | Depreciation and amortization | 36,156 | |||||||
Other liabilities | 270,056 | Total expenses | 220,871 | ||||||||
Equity | 1,597,889 | ||||||||||
Total liabilities and equity | 5,646,544 | Net income (loss) | $ | (90,837 | ) | ||||||
Net investment in unconsolidated ventures | $ | 215,175 | Equity in earnings (losses) of unconsolidated ventures | $ | (12,127 | ) | |||||
Real_Estate_Debt_Investments_T
Real Estate Debt Investments (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||
Mortgage Loans on Real Estate [Abstract] | |||||||||||||||||||||||
Schedule of the company's real estate debt investment | The following table presents debt investments as of December 31, 2014 (dollars in thousands): | ||||||||||||||||||||||
Weighted Average | Floating | ||||||||||||||||||||||
Rate as | |||||||||||||||||||||||
% of | |||||||||||||||||||||||
Principal | |||||||||||||||||||||||
Asset Type: | Number | Principal | Carrying | Allocation by Investment Type (1) | Spread | Total Unleveraged | Amount | ||||||||||||||||
Amount | Value | over | Current | ||||||||||||||||||||
LIBOR (2) | Yield | ||||||||||||||||||||||
First mortgage loans (3) | 2 | $ | 25,887 | $ | 25,887 | 17.7 | % | 8.1 | % | 8.3 | % | 100 | % | ||||||||||
Mezzanine loans | 2 | 120,000 | 120,380 | 82.3 | % | 10.2 | % | 10.4 | % | 100 | % | ||||||||||||
Total/Weighted Average | 4 | $ | 145,887 | $ | 146,267 | 100 | % | 9.8 | % | 10 | % | 100 | % | ||||||||||
__________________________________________________________ | |||||||||||||||||||||||
-1 | Based on principal amount. | ||||||||||||||||||||||
-2 | Includes a fixed minimum London Interbank Offered Rate (“LIBOR”) rate, as applicable. | ||||||||||||||||||||||
-3 | As of December 31, 2014, all first mortgage loans were subject to a minimum LIBOR rate (“LIBOR floor”) with the weighted average of 0.6%. | ||||||||||||||||||||||
For the year ended December 31, 2014, the Company invested in three loans with a principal amount of $134.6 million. | |||||||||||||||||||||||
The following table presents debt investment as of December 31, 2013 (dollars in thousands): | |||||||||||||||||||||||
Weighted Average | Floating | ||||||||||||||||||||||
Rate as | |||||||||||||||||||||||
% of | |||||||||||||||||||||||
Principal | |||||||||||||||||||||||
Asset Type: | Number | Principal | Carrying | Spread | Total Unleveraged | Amount | |||||||||||||||||
Amount | Value | Over | Current | ||||||||||||||||||||
LIBOR (1) | Yield | ||||||||||||||||||||||
First mortgage loan | 1 | $ | 11,250 | $ | 11,250 | 8 | % | 8.1 | % | 100 | % | ||||||||||||
_____________________________________________ | |||||||||||||||||||||||
-1 | As of December 31, 2013, the first mortgage loan was subject to a LIBOR floor of 1.0%. | ||||||||||||||||||||||
Schedule of mortgage loans on real estate with initial and extended maturity | The following table presents maturities of debt investments based on principal amount as of December 31, 2014 (dollars in thousands): | ||||||||||||||||||||||
Initial | Maturity | ||||||||||||||||||||||
Maturity | Including | ||||||||||||||||||||||
Extensions (1) | |||||||||||||||||||||||
Years Ending December 31: | |||||||||||||||||||||||
2015 | $ | — | $ | — | |||||||||||||||||||
2016 | 131,250 | — | |||||||||||||||||||||
2017 | 14,637 | — | |||||||||||||||||||||
2018 | — | 11,250 | |||||||||||||||||||||
2019 | — | 134,637 | |||||||||||||||||||||
Thereafter | — | — | |||||||||||||||||||||
Total | $ | 145,887 | $ | 145,887 | |||||||||||||||||||
____________________________________________________________ | |||||||||||||||||||||||
-1 | Assumes that all debt with extension options will qualify for extension at such maturity according to the conditions set forth in the governing documents. |
Borrowings_Tables
Borrowings (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||
Summary of borrowings | The following table presents borrowings as of December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||
Recourse vs. Non-Recourse | Final | Contractual | Principal | Carrying | Principal | Carrying | ||||||||||||||||
Maturity | Interest Rate (1) | Amount | Value | Amount | Value | |||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Athenaeum, NY (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | $ | 2,090 | $ | 2,090 | $ | — | $ | — | |||||||||||
Cheektowaga, NY (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | 8,612 | 8,612 | — | — | |||||||||||||||
Clinton, CT (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | 6,269 | 6,269 | 7,782 | 7,782 | |||||||||||||||
Denver, CO | Non-recourse | 21-Feb | LIBOR + 2.92% | 21,500 | 21,500 | — | — | |||||||||||||||
Frisco, TX | Non-recourse | 21-Mar | LIBOR + 3.04% | 20,000 | 20,000 | — | — | |||||||||||||||
Milford, OH | Non-recourse | 18-Dec | (3) | LIBOR + 3.35% | 10,500 | 10,500 | 10,500 | 10,500 | ||||||||||||||
Peachtree, GA (2) | Non-recourse | 19-Dec | LIBOR + 3.5% | 7,029 | 7,029 | — | — | |||||||||||||||
Subtotal mortgage notes payable | 76,000 | 76,000 | 18,282 | 18,282 | ||||||||||||||||||
Credit facilities | ||||||||||||||||||||||
Term Loan Facility | Recourse | 17-Nov | (4) | Various (5) | — | — | — | — | ||||||||||||||
Grand Total | $ | 76,000 | $ | 76,000 | $ | 18,282 | $ | 18,282 | ||||||||||||||
_____________________________________________________ | ||||||||||||||||||||||
-1 | Represents one-month LIBOR for Denver, CO and Frisco, TX and three-month LIBOR for the others. | |||||||||||||||||||||
-2 | During the fourth quarter 2014, the Company entered into one additional mortgage note payable with an aggregate commitment of up to $30.0 million, subject to certain conditions, secured by four healthcare real estate properties. As of December 31, 2014, the Company drew down $24.0 million of this commitment, of which $7.6 million was used to repay an existing mortgage note payable. The repayment resulted in a $0.2 million loss on extinguishment of the mortgage note payable due to the write-off of deferred financing costs. | |||||||||||||||||||||
-3 | The initial maturity of Milford, OH is December 2016, with two one-year extensions available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents. | |||||||||||||||||||||
-4 | The initial maturity of Term Loan Facility is November 2016, with a one-year extension available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents. | |||||||||||||||||||||
-5 | The interest rate depends on the cumulative leverage of the Company and advance rate depend upon asset type and characteristics. | |||||||||||||||||||||
Schedule of principal on borrowings based on final maturity | The following table presents scheduled principal on borrowings based on fully extended maturity as of December 31, 2014 (dollars in thousands): | |||||||||||||||||||||
Years Ending December 31: | ||||||||||||||||||||||
2015 | $ | — | ||||||||||||||||||||
2016 | 232 | |||||||||||||||||||||
2017 | 2,174 | |||||||||||||||||||||
2018 | 12,050 | |||||||||||||||||||||
2019 | 24,140 | |||||||||||||||||||||
Thereafter | 37,404 | |||||||||||||||||||||
Total | $ | 76,000 | ||||||||||||||||||||
Related_Party_Arrangements_Tab
Related Party Arrangements (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||
Schedule of the fees and reimbursements incurred to the advisor and due to related party | The following table presents the fees and reimbursements incurred to the Advisor and the Dealer Manager for the years ended December 31, 2014 and 2013 and the amount due to related party as of December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||||
Years Ended December 31, | Due to Related Party as of December 31, | ||||||||||||||||||
Type of Fee or Reimbursement | Financial Statement Location | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
Fees to Advisor | |||||||||||||||||||
Asset management | Asset management and other fees-related party | $ | 3,406 | $ | 101 | $ | 6 | $ | 38 | ||||||||||
Acquisition (1) | Real estate debt investments, net/Investments in unconsolidated ventures/ Asset management and other fees-related party | 21,215 | 1,346 | 245 | 564 | ||||||||||||||
Disposition (1) | Real estate debt investments, net | — | — | — | — | ||||||||||||||
Reimbursements to Advisor | |||||||||||||||||||
Operating costs (2) | General and administrative expenses | 3,795 | 189 | 12 | 164 | ||||||||||||||
Organization | General and administrative expenses | 281 | 82 | 2 | 19 | ||||||||||||||
Offering (3) | Cost of capital (4) | 4,489 | 1,549 | 490 | 356 | ||||||||||||||
Selling commissions / Dealer manager fees | Cost of capital (4) | 83,655 | 10,561 | — | — | ||||||||||||||
Total | $ | 755 | $ | 1,141 | |||||||||||||||
____________________________________ | |||||||||||||||||||
-1 | Acquisition/disposition fees incurred to the Advisor related to debt investments are generally offset by origination/exit fees paid to the Company by borrowers if such fees are required from the borrower. Acquisition fees related to equity investments are included in asset management and other fees - related party in the consolidated statements of operations. Acquisition fees related to investments in unconsolidated joint ventures are included in investments in unconsolidated ventures on the consolidated balance sheets. The Advisor may determine to defer fees or seek reimbursement. | ||||||||||||||||||
-2 | As of December 31, 2014, the Advisor and the Prior Advisor incurred unreimbursed operating costs on behalf of the Company and $8.9 million is still allocable. | ||||||||||||||||||
-3 | As of December 31, 2014, the Advisor incurred unreimbursed offering costs in connection with the Follow-on Offering on behalf of the Company and $0.6 million is still allocable. | ||||||||||||||||||
-4 | Cost of capital is included in net proceeds from issuance of common stock in the Company’s consolidated statements of equity. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Dividends Declared | The following table presents distributions declared for the years ended December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||
Distributions (1) | |||||||||||||
Period | Cash | DRP | Total | ||||||||||
2014 | |||||||||||||
First Quarter | $ | 1,169 | $ | 1,393 | $ | 2,562 | |||||||
Second Quarter | 2,070 | 2,504 | 4,574 | ||||||||||
Third Quarter | 3,360 | 4,201 | 7,561 | ||||||||||
Fourth Quarter | 5,298 | 6,646 | 11,944 | ||||||||||
Total | $ | 11,897 | $ | 14,744 | $ | 26,641 | |||||||
2013 | |||||||||||||
Second Quarter (2) | $ | 45 | $ | 2 | $ | 47 | |||||||
Third Quarter | 91 | 49 | 140 | ||||||||||
Fourth Quarter | 535 | 590 | 1,125 | ||||||||||
Total | $ | 671 | $ | 641 | $ | 1,312 | |||||||
_________________________________________________ | |||||||||||||
-1 | Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. For the year ended December 31, 2014, 100% of distributions paid represent a return of capital. | ||||||||||||
-2 | Distributions from April 5, 2013 (date of the first investment) through June 30, 2013. |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Schedule of the principal amount, carrying value and fair value of certain financial assets | The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
Principal Amount | Carrying Value | Fair | Principal | Carrying | Fair | |||||||||||||||||||
Value | Amount | Value | Value | |||||||||||||||||||||
Financial assets: (1) | ||||||||||||||||||||||||
Real estate debt investments, net | $ | 145,887 | $ | 146,267 | $ | 153,001 | $ | 11,250 | $ | 11,250 | $ | 11,250 | ||||||||||||
Financial liabilities: (1) | ||||||||||||||||||||||||
Mortgage notes payable | $ | 76,000 | $ | 76,000 | $ | 75,293 | $ | 18,282 | $ | 18,282 | $ | 18,013 | ||||||||||||
_____________________________ | ||||||||||||||||||||||||
-1 | The fair value of other financial instruments not included in this table is estimated to approximate their carrying value. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting | The following tables present segment reporting for the years ended December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||
Statement of Operations: | |||||||||||||||||
Year ended December 31, 2014 | Real Estate Equity | Real Estate Debt | Corporate (1) | Total | |||||||||||||
Rental and resident fee income | $ | 22,549 | $ | — | $ | — | $ | 22,549 | |||||||||
Interest income | — | 7,490 | — | 7,490 | |||||||||||||
Property operating expenses | 10,810 | — | — | 10,810 | |||||||||||||
Asset management and other fees-related party | — | — | 8,220 | 8,220 | |||||||||||||
Other expenses | 9,159 | 36 | 5,900 | 15,095 | |||||||||||||
Other income (loss) | (156 | ) | — | — | (156 | ) | |||||||||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 2,424 | 7,454 | (14,120 | ) | (4,242 | ) | |||||||||||
Equity in earnings (losses) of unconsolidated ventures | (12,127 | ) | — | — | (12,127 | ) | |||||||||||
Income tax benefit (expense) | 1,390 | — | — | 1,390 | |||||||||||||
Net income (loss) | $ | (8,313 | ) | $ | 7,454 | $ | (14,120 | ) | $ | (14,979 | ) | ||||||
Statement of Operations: | |||||||||||||||||
Year ended December 31, 2013 | Real Estate Equity | Real Estate Debt | Corporate(1) | Total | |||||||||||||
Rental income | $ | 488 | $ | — | $ | — | $ | 488 | |||||||||
Interest income | — | 375 | — | 375 | |||||||||||||
Other revenue | 38 | — | — | 38 | |||||||||||||
Property operating expenses | 24 | — | — | 24 | |||||||||||||
Asset management and other fees-related party | — | — | 1,334 | 1,334 | |||||||||||||
Other expenses | 1,460 | 2 | 651 | 2,113 | |||||||||||||
Net income (loss) | $ | (958 | ) | $ | 373 | $ | (1,985 | ) | $ | (2,570 | ) | ||||||
_________________________________________________ | |||||||||||||||||
-1 | Includes unallocated asset management fee—related party and general and administrative expenses, if any. | ||||||||||||||||
Assets by Segment | The following table presents total assets by segment as of December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||
Balance Sheets: | |||||||||||||||||
Real Estate Equity | Real Estate | Corporate | Total | ||||||||||||||
Debt | |||||||||||||||||
December 31, 2014: | |||||||||||||||||
Investments in unconsolidated ventures | $ | 215,175 | $ | — | $ | — | $ | 215,175 | |||||||||
Total Assets | 489,711 | 147,419 | 281,618 | 918,748 | |||||||||||||
December 31, 2013: | |||||||||||||||||
Total Assets | $ | 57,521 | $ | 11,407 | $ | 46,911 | $ | 115,839 | |||||||||
Business_and_Organization_Deta
Business and Organization (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 24 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 06, 2015 | Feb. 02, 2015 | Mar. 23, 2015 | Mar. 23, 2015 | Feb. 11, 2013 | Aug. 07, 2012 | Jan. 31, 2015 | |
Class of Stock [Line Items] | |||||||||
Limited partnership interest in operating partnership (percent) | 99.90% | ||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||
Common stock, par value | $0.01 | $0.01 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value | $0.01 | $0.01 | |||||||
Value of common stock issued | $766,729,000 | $96,596,000 | |||||||
Subsequent event | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from initial public offering | 1,100,000,000 | ||||||||
Follow-on Public Offering | 700,000,000 | ||||||||
Number of shares issued | 110,500,000 | 1,100,000 | |||||||
Value of common stock issued | 1,100,000,000 | ||||||||
Third Party Equity Proceeds | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares filed in a registration statement with SEC, for issuance pursuant to offering | 8,600,000 | 100,000,000 | |||||||
Third Party Equity Proceeds | Subsequent event | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares filed in a registration statement with SEC, for issuance pursuant to offering | 8,600,000 | ||||||||
Number of shares issued | 2,300,000 | ||||||||
Dividend Reinvestment Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares filed in a registration statement with SEC, for issuance pursuant to offering | 10,526,315 | ||||||||
Dividend Reinvestment Plan | Subsequent event | |||||||||
Class of Stock [Line Items] | |||||||||
Follow-on Public Offering | 200,000,000 | ||||||||
Follow-on Primary Offering | Subsequent event | |||||||||
Class of Stock [Line Items] | |||||||||
Follow-on Public Offering | 500,000,000 | ||||||||
Advisor | |||||||||
Class of Stock [Line Items] | |||||||||
Non-controlling interest investment in operating partnership | 1,000 | 1,000 | |||||||
Special Unit Holder | |||||||||
Class of Stock [Line Items] | |||||||||
Non-controlling interest investment in operating partnership | 1,000 | 1,000 | |||||||
Sponsor | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | 222,223 | ||||||||
Value of common stock issued | $2,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Future Minimum Rental Income under Lease (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Accounting Policies [Abstract] | |
2015 | $13,108 |
2016 | 13,736 |
2017 | 14,474 |
2018 | 14,549 |
2019 | 14,913 |
Thereafter | 134,800 |
Total | $205,580 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |
Acquisition fee and expense cap (percent) | 6.00% |
Credit Losses and Impairment on Investments | |
Period past due for suspension of income recognition | 90 days |
Income Tax Disclosure [Abstract] | |
Deferred tax asset | $1,400,000 |
Current income tax expense | 25,799 |
Organization and Offering Costs | Maximum | Advisor | |
Organization and Offering Costs | |
Percentage of gross offering proceeds from primary offering, reimbursable as organization and offering costs | 15.00% |
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee | $22,500,000 |
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee, as a percentage of total proceeds available to be raised from the primary offering | 1.50% |
Operating_Real_Estate_Schedule
Operating Real Estate - Schedule of Real Estate Investments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real Estate [Abstract] | ||
Land | $20,035 | $4,315 |
Buildings and improvements | 235,544 | 48,020 |
Construction in progress | 1,320 | 0 |
Furniture and fixtures | 6,927 | 1,765 |
Subtotal | 263,826 | 54,100 |
Less: Accumulated depreciation | -4,417 | -131 |
Operating real estate, net | $259,409 | $53,969 |
Operating_Real_Estate_Details
Operating Real Estate (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
property | ||
unit | ||
Business Acquisition [Line Items] | ||
Amount | $214,545,000 | |
Properties | 7 | |
Units | 1,055 | |
Financing | 50,112,000 | |
Equity | 165,148,000 | |
Transaction Costs | 2,558,000 | |
Interest in unconsolidated joint ventures | 215,175,000 | 0 |
Equity in earnings (losses) of unconsolidated ventures | -12,127,000 | 0 |
RIDEA | ||
Business Acquisition [Line Items] | ||
Amount | 76,915,000 | |
Properties | 2 | |
Units | 385 | |
Financing | 41,500,000 | |
Equity | 34,618,000 | |
Transaction Costs | 806,000 | |
Watermark | Denver, CO | ||
Business Acquisition [Line Items] | ||
Amount | 34,532,000 | |
Properties | 1 | |
Units | 183 | |
Financing | 21,500,000 | |
Equity | 12,697,000 | |
Ownership Interest | 97.00% | |
Transaction Costs | 388,000 | |
Watermark | Frisco, TX | ||
Business Acquisition [Line Items] | ||
Amount | 42,383,000 | |
Properties | 1 | |
Units | 202 | |
Financing | 20,000,000 | |
Equity | 21,921,000 | |
Ownership Interest | 97.00% | |
Transaction Costs | 418,000 | |
Net Lease | ||
Business Acquisition [Line Items] | ||
Amount | 137,630,000 | |
Properties | 5 | |
Units | 670 | |
Financing | 8,612,000 | |
Equity | 130,530,000 | |
Transaction Costs | 1,752,000 | |
Peregrine | Cheektowaga, NY | ||
Business Acquisition [Line Items] | ||
Amount | 12,500,000 | |
Properties | 1 | |
Units | 100 | |
Financing | 8,612,000 | |
Equity | 4,304,000 | |
Ownership Interest | 100.00% | |
Transaction Costs | 140,000 | |
Arbors | ||
Business Acquisition [Line Items] | ||
Leased percentage | 100.00% | |
Cross-defaulted net lease term | 15 years | |
Arbors | Long Island, NY | ||
Business Acquisition [Line Items] | ||
Amount | 125,130,000 | |
Properties | 4 | |
Units | 570 | |
Financing | 0 | |
Equity | 126,226,000 | |
Ownership Interest | 100.00% | |
Transaction Costs | 1,612,000 | |
Equity in earnings (losses) of unconsolidated ventures | $700,000 |
Operating_Real_EstatePro_Forma
Operating Real Estate-Pro Forma Revenues (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Real Estate [Abstract] | ||
Pro forma total revenues | $37,360 | $11,523 |
Pro forma net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | ($9,825) | $4,902 |
Pro forma net income (loss) per share of common stock, basic/diluted | ($0.25) | $2.42 |
Operating_Real_EstateIdentifia
Operating Real Estate-Identifiable Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Land | $8,020 | $12,015 |
Buildings and improvements | 113,830 | 128,193 |
Other assets acquired | 3,280 | 3,665 |
Total assets acquired | 125,130 | 143,873 |
Liabilities: | ||
Mortgage notes payable | 59,813 | |
Other liabilities assumed | 35 | 1,563 |
Total liabilities | 35 | 61,376 |
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 125,095 | 81,292 |
Non-controlling interests | 1,205 | |
Total equity | 125,095 | 82,497 |
Total liabilities and equity | $125,130 | $143,873 |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Ventures - Narrative (Details) (USD $) | 12 Months Ended | 1 Months Ended | 8 Months Ended | 1 Months Ended | 7 Months Ended | 13 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 30-May-14 | 31-May-14 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | |
bed | bed | facility | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire interest in joint venture | $165,000,000 | ||||||||
Interest in unconsolidated joint ventures | 215,175,000 | 0 | 215,175,000 | 215,175,000 | 215,175,000 | ||||
Equity in earnings (losses) of unconsolidated ventures | -12,127,000 | 0 | |||||||
Eclipse Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Healthcare real estate portfolio | 1,100,000,000 | ||||||||
Number of beds in real estate properties acquired | 8,500 | ||||||||
Payments to acquire interest in joint venture | 23,400,000 | 23,400,000 | |||||||
Ownership interest | 5.60% | ||||||||
Interest in unconsolidated joint ventures | 20,700,000 | 20,700,000 | 20,700,000 | 20,700,000 | |||||
Capitalized acquisition costs | 1,300,000 | ||||||||
Equity in earnings (losses) of unconsolidated ventures | -700,000 | ||||||||
Equity in operating income (loss) | 800,000 | ||||||||
Transaction costs and depreciation expense | 1,500,000 | ||||||||
Eclipse Joint Venture | Senior Housing Facilities | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 44 | ||||||||
Eclipse Joint Venture | Skilled Nursing Facilities | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 36 | ||||||||
Envoy Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Healthcare real estate portfolio | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | |||||
Number of beds in real estate properties acquired | 1,658 | ||||||||
Payments to acquire interest in joint venture | 5,000,000 | ||||||||
Ownership interest | 11.40% | ||||||||
Interest in unconsolidated joint ventures | 5,400,000 | 5,400,000 | 5,400,000 | 5,400,000 | |||||
Capitalized acquisition costs | 400,000 | ||||||||
Equity in earnings (losses) of unconsolidated ventures | 200,000 | ||||||||
Equity in operating income (loss) | 400,000 | ||||||||
Transaction costs and depreciation expense | 200,000 | ||||||||
Envoy Joint Venture | Skilled Nursing Facilities | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 14 | ||||||||
Griffin-American Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 296 | ||||||||
Payments to acquire interest in joint venture | 187,200,000 | ||||||||
Ownership interest | 14.30% | 14.30% | 14.30% | 14.30% | |||||
Interest in unconsolidated joint ventures | 189,100,000 | 189,100,000 | 189,100,000 | 189,100,000 | |||||
Capitalized acquisition costs | 13,300,000 | ||||||||
Equity in earnings (losses) of unconsolidated ventures | -11,600,000 | ||||||||
Equity in operating income (loss) | 900,000 | ||||||||
Transaction costs and depreciation expense | $12,500,000 | ||||||||
Griffin-American Joint Venture | UNITED KINGDOM | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 44 | ||||||||
Percent of portfolio | 12.00% | 12.00% | 12.00% | 12.00% | |||||
Griffin-American Joint Venture | Senior Housing Facilities | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 91 | ||||||||
Griffin-American Joint Venture | Skilled Nursing Facilities | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 45 | ||||||||
Griffin-American Joint Venture | MOB's | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 146 | ||||||||
Griffin-American Joint Venture | Hospitals | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of facilities acquired | 14 |
Investments_in_Unconsolidated_3
Investments in Unconsolidated Ventures - Equity Investments (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Operating real estate, net | $4,827,678 | |
Other assets | 818,866 | |
Total assets | 5,646,544 | |
Liabilities and equity | ||
Mortgage notes payable | 3,778,599 | |
Other liabilities | 270,056 | |
Equity | 1,597,889 | |
Total liabilities and equity | 5,646,544 | |
Investments in unconsolidated ventures, net | 215,175 | 0 |
Total revenues | 130,034 | |
Property operating expenses | 62,949 | |
Transaction costs | 81,065 | |
Interest expense | 40,701 | |
Depreciation and amortization | 36,156 | |
Total expenses | 220,871 | |
Net income (loss) | -90,837 | |
Equity in earnings (losses) of unconsolidated ventures | ($12,127) | $0 |
Real_Estate_Debt_Investments_S
Real Estate Debt Investments - Schedule of the company's real estate debt investment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
loan | loan | |
Mortgage Loans on Real Estate [Line Items] | ||
Number | 4 | |
Principal Amount | $145,887 | |
Carrying Value | 146,267 | 11,250 |
First mortgage loans | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 2 | 1 |
Principal Amount | 25,887 | 11,250 |
Carrying Value | 25,887 | 11,250 |
Allocation by Investment Type | 17.70% | |
Total Unleveraged Current Yield | 8.30% | 8.10% |
Floating Rate as % of Principal Amount | 100.00% | 100.00% |
First mortgage loans | LIBOR | ||
Mortgage Loans on Real Estate [Line Items] | ||
Spread Over LIBOR | 8.10% | 8.00% |
Variable rate basis floor | 0.60% | 1.00% |
Mezzanine loans | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 2 | |
Principal Amount | 120,000 | |
Carrying Value | 120,380 | |
Allocation by Investment Type | 82.30% | |
Total Unleveraged Current Yield | 10.40% | |
Floating Rate as % of Principal Amount | 100.00% | |
Mezzanine loans | LIBOR | ||
Mortgage Loans on Real Estate [Line Items] | ||
Spread Over LIBOR | 10.20% | |
Total/Weighted Average | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 4 | |
Principal Amount | 145,887 | 11,250 |
Carrying Value | $146,267 | $11,250 |
Allocation by Investment Type | 100.00% | |
Total Unleveraged Current Yield | 10.00% | |
Floating Rate as % of Principal Amount | 100.00% | |
Total/Weighted Average | LIBOR | ||
Mortgage Loans on Real Estate [Line Items] | ||
Spread Over LIBOR | 9.80% |
Real_Estate_Debt_Investments_S1
Real Estate Debt Investments - Schedule of mortgage loans on real estate with initial and extended maturity (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Mortgage Loans on Real Estate [Line Items] | |
Total | $145,887 |
Initial Maturity | |
Mortgage Loans on Real Estate [Line Items] | |
2015 | 0 |
2016 | 131,250 |
2017 | 14,637 |
2018 | 0 |
2019 | 0 |
Thereafter | 0 |
Total | 145,887 |
Maturity Including Extensions | |
Mortgage Loans on Real Estate [Line Items] | |
2015 | 0 |
2016 | 0 |
2017 | 0 |
2018 | 11,250 |
2019 | 134,637 |
Thereafter | 0 |
Total | $145,887 |
Real_Estate_Debt_Investments_N
Real Estate Debt Investments - Narrative (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
loan | |
Mortgage Loans on Real Estate [Abstract] | |
Loans originated during period | 3 |
Principal amount | $134.60 |
Weighted average period of contractual maturity, including extensions | 4 years 4 months 24 days |
Number of days past contractual debt service payments loan categorized as a weaker credit quality debt investment | 90 days |
Percent of interest income contributed by investment | 10.00% |
Borrowings_Schedule_of_Borrowi
Borrowings - Schedule of Borrowings (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | ||
property | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | $76,000,000 | $18,282,000 | $76,000,000 | |
Carrying Value | 76,000,000 | 18,282,000 | 76,000,000 | |
Proceeds from notes payable | 65,500,000 | 10,500,000 | ||
Repayments of mortgage notes | 7,782,000 | 31,000 | ||
Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 76,000,000 | 18,282,000 | 76,000,000 | |
Carrying Value | 76,000,000 | 18,282,000 | 76,000,000 | |
Number of properties securing debt | 4 | |||
Proceeds from notes payable | 24,000,000 | |||
Repayments of mortgage notes | 7,600,000 | |||
Losses on extinguishment of debt | 200,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 0 | 0 | 0 | |
Carrying Value | 0 | 0 | 0 | |
Duration of extension for credit facility | 1 year | |||
Maximum | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 30,000,000 | 30,000,000 | ||
Athenaeum, NY | Athenaeum, NY Non-recourse | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 3.50% | [1],[2] | ||
Principal Amount | 2,090,000 | 0 | 2,090,000 | |
Carrying Value | 2,090,000 | 0 | 2,090,000 | |
Cheektowaga, NY | Cheektowaga, NY Non-recourse | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 3.50% | [1],[2] | ||
Principal Amount | 8,612,000 | 0 | 8,612,000 | |
Carrying Value | 8,612,000 | 0 | 8,612,000 | |
Clinton, CT | Clinton, CT Non-recourse | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 3.50% | [1],[2] | ||
Principal Amount | 6,269,000 | 7,782,000 | 6,269,000 | |
Carrying Value | 6,269,000 | 7,782,000 | 6,269,000 | |
Denver, CO | Denver, CO Non-recourse | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 2.92% | [1] | ||
Principal Amount | 21,500,000 | 0 | 21,500,000 | |
Carrying Value | 21,500,000 | 0 | 21,500,000 | |
Frisco, TX | Frisco, TX Non-recourse | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 2.92% | [1] | ||
Principal Amount | 20,000,000 | 0 | 20,000,000 | |
Carrying Value | 20,000,000 | 0 | 20,000,000 | |
Milford, OH | Milford, OH Non-recourse | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 3.04% | [1] | ||
Principal Amount | 10,500,000 | 10,500,000 | 10,500,000 | |
Carrying Value | 10,500,000 | 10,500,000 | 10,500,000 | |
Number of one year extensions | 2 | 2 | ||
Duration of extension for mortgage loans | 1 year | |||
Peachtree, GA | Peachtree, GA Non-recourse | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 3.50% | [1],[2] | ||
Principal Amount | 7,029,000 | 0 | 7,029,000 | |
Carrying Value | $7,029,000 | $0 | $7,029,000 | |
[1] | Represents one-month LIBOR for Denver, CO and Frisco, TX and three-month LIBOR for the others. | |||
[2] | During the fourth quarter 2014, the Company entered into one additional mortgage note payable with an aggregate commitment of up to $30.0 million, subject to certain conditions, secured by four healthcare real estate properties. As of December 31, 2014, the Company drew down $24.0 million of this commitment, of which $7.6 million was used to repay an existing mortgage note payable. The repayment resulted in a $0.2 million loss on extinguishment of the mortgage note payable due to the write-off of deferred financing costs. |
Borrowings_Maturity_Schedule_D
Borrowings - Maturity Schedule (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $0 |
2016 | 232 |
2017 | 2,174 |
2018 | 12,050 |
2019 | 24,140 |
Thereafter | 37,404 |
Total | $76,000 |
Borrowings_Narrative_Details
Borrowings - Narrative (Details) (USD $) | Dec. 31, 2014 | Feb. 28, 2014 | Nov. 13, 2013 |
Debt Instrument [Line Items] | |||
Borrowing capacity | $100,000,000 | $100,000,000 | $25,000,000 |
Maximum borrowing capacity | 200,000,000 | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Unrestricted cash balance restriction | $5,000,000 |
Related_part_Arrangements_Fees
Related part Arrangements - Fees to Advisor (Details) (Advisor) | 12 Months Ended |
Dec. 31, 2014 | |
Asset Management Fees | |
Related Party Transactions [Line Items] | |
Monthly asset management fee as a percentage of principal amount of debt originated (percent) | 0.08% |
Asset Acquisition Fee | |
Related Party Transactions [Line Items] | |
Asset acquisition fee as a percentage of principal amount funded to originate debt, including acquisition expenses and any financing attributable to the investment (percent) | 1.00% |
Asset acquisition fee as a percentage of each real estate property acquired by the company, including acquisition expenses and any financing attributable to the investment (percent) | 2.25% |
Asset Disposition Fee | |
Related Party Transactions [Line Items] | |
Asset disposition fee as a percentage of contract sales price of debt investment sold (percent) | 1.00% |
Asset disposition fee as a percentage of contract sales price of property sold (percent) | 2.00% |
Asset disposition fee as a percentage of the principal amount of the loan or debt-related investment prior to the specified transaction (percent) | 1.00% |
Related_Party_Arrangements_Rei
Related Party Arrangements - Reimbursements to Advisor (Details) (Advisor, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Quarter | |
Operating Costs | |
Related Party Transactions [Line Items] | |
Reimbursement of personnel costs related to executive officers and other personnel involved in activities for which the Advisor receives an acquisition fee, asset management fee or disposition fee | $0 |
Number of preceding fiscal quarters (quarter) | 4 |
Reimbursement expense period | 12 months |
Maximum | Operating Costs | |
Related Party Transactions [Line Items] | |
Percentage of average invested assets reimbursable as operating costs (percent) | 2.00% |
Percentage of net income, without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of the company's assets, considered for reimbursement of operating costs (percent) | 25.00% |
Maximum | Organization and Offering Costs | |
Related Party Transactions [Line Items] | |
Percentage of gross offering proceeds from primary offering, reimbursable as organization and offering costs | 15.00% |
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee | $22,500,000 |
Expected reimbursable organization and offering costs, excluding selling commissions and dealer manager fee, as a percentage of total proceeds available to be raised from the primary offering | 1.50% |
Related_Party_Arrangements_Dea
Related Party Arrangements - Dealer Manager (Details) (Maximum, Dealer Manager, Selling Commissions Or Dealer Manager Fees [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Maximum | Dealer Manager | Selling Commissions Or Dealer Manager Fees [Member] | |
Related Party Transactions [Line Items] | |
Selling commissions as a percentage of gross offering proceeds from the primary offering (percent) | 7.00% |
Dealer manager fee as a percentage of gross offering proceeds from the primary offering (percent) | 3.00% |
Selling Commissions Or Dealer Manager Fees Paid For Sales Pursuant To Distribution Reinvestment Plan | $0 |
Related_Party_Arrangements_Sch
Related Party Arrangements - Schedule of Fees and Reimbursements (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Line Items] | ||
Due to related party | $755,000 | $1,141,000 |
Advisor | ||
Related Party Transactions [Line Items] | ||
Allocable unreimbursed operating costs | 8,900,000 | |
Allocable unreimbursed organization and offering costs | 600,000 | |
Advisor | Fees to Advisor - Asset Management | Advisory fees-related party | ||
Related Party Transactions [Line Items] | ||
Fees incurred to the Advisor and Dealer Manager | 3,406,000 | 101,000 |
Due to related party | 6,000 | 38,000 |
Advisor | Fees to Advisor - Asset Acquisition | Real estate debt investments, net | ||
Related Party Transactions [Line Items] | ||
Fees incurred to the Advisor and Dealer Manager | 21,215,000 | 1,346,000 |
Due to related party | 245,000 | 564,000 |
Advisor | Fees to Advisor - Asset Disposition | Real estate debt investments, net | ||
Related Party Transactions [Line Items] | ||
Fees incurred to the Advisor and Dealer Manager | 0 | 0 |
Due to related party | 0 | 0 |
Advisor | Operating Costs | General and administrative expenses | ||
Related Party Transactions [Line Items] | ||
Fees incurred to the Advisor and Dealer Manager | 3,795,000 | 189,000 |
Due to related party | 12,000 | 164,000 |
Advisor | Organization and offering costs - Organization | General and administrative expenses | ||
Related Party Transactions [Line Items] | ||
Fees incurred to the Advisor and Dealer Manager | 281,000 | 82,000 |
Due to related party | 2,000 | 19,000 |
Advisor | Organization and offering costs - Offering | Cost of capital | ||
Related Party Transactions [Line Items] | ||
Fees incurred to the Advisor and Dealer Manager | 4,489,000 | 1,549,000 |
Due to related party | 490,000 | 356,000 |
Dealer Manager | Selling commissions / Dealer manager fees | Cost of capital | ||
Related Party Transactions [Line Items] | ||
Fees incurred to the Advisor and Dealer Manager | 83,655,000 | 10,561,000 |
Due to related party | $0 | $0 |
Related_Party_Arrangements_Nor
Related Party Arrangements - NorthStar Realty Purchase Common Stock (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Apr. 10, 2014 | Feb. 28, 2013 | |
Related Party Transactions [Line Items] | |||||
Value of common stock issued | $766,729,000 | $96,596,000 | |||
Number of common shares outstanding under such commitment | 97,971,587 | 10,985,230 | 97,971,587 | ||
NorthStar Realty | Distribution Support Agreement | |||||
Related Party Transactions [Line Items] | |||||
Number of shares issued | 69,857 | 233,391 | 303,248 | ||
Value of common stock issued | 600,000 | 2,100,000 | 2,700,000 | ||
Common stock outstanding under such commitment | 7,300,000 | 7,300,000 | |||
NorthStar Realty | Distribution Support Agreement | Sponsor | |||||
Related Party Transactions [Line Items] | |||||
Common stock purchase price per share (in dollars per shares) | $9 | ||||
Common stock Follow-on Offering price per share | $9.18 | ||||
Number of shares issued | 222,223 | ||||
Value of common stock issued | 2,000,000 | ||||
NorthStar Realty | Distribution Support Agreement | Maximum | Sponsor | |||||
Related Party Transactions [Line Items] | |||||
Aggregate value committed to purchase | $10,000,000 |
Related_Party_Arrangements_Inv
Related Party Arrangements - Investments in Joint Ventures (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | 30-May-14 | 31-May-14 | Dec. 31, 2014 |
Related Party Transactions [Line Items] | ||||
Payments to acquire interest in joint venture | $165 | |||
Eclipse Joint Venture | ||||
Related Party Transactions [Line Items] | ||||
Ownership interest | 5.60% | |||
Healthcare real estate portfolio | 1,100 | |||
Payments to acquire interest in joint venture | 23.4 | 23.4 | ||
Griffin-American Joint Venture | ||||
Related Party Transactions [Line Items] | ||||
Ownership interest | 14.30% | 14.30% | ||
Payments to acquire interest in joint venture | $187.20 | |||
Griffin-American Joint Venture | Sponsor Company | ||||
Related Party Transactions [Line Items] | ||||
Ownership interest | 44.00% | 44.00% | ||
Griffin-American Joint Venture | Mr. James F. Flaherty III | ||||
Related Party Transactions [Line Items] | ||||
Ownership interest | 9.30% | 9.30% |
EquityBased_Compensation_Detai
Equity-Based Compensation (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 13, 2014 | Nov. 07, 2013 | Feb. 11, 2013 | |
Equity-based compensation | |||||
Equity-based compensation expense | $59,859 | $32,367 | |||
Restricted stock | |||||
Equity-based compensation | |||||
Number of shares granted to independent directors | 30,000 | 2,500 | 2,500 | 5,000 | |
Aggregate value for common shares granted to independent directors | $270,000 | ||||
Number of independent directors | 3 | ||||
Restricted stock grant vesting period | 4 years |
Stockholders_Equity_Common_Sto
Stockholders' Equity - Common Stock from Primary Offering (Details) (USD $) | 12 Months Ended | 24 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Value of common stock issued | $766,729 | $96,596 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Number of shares issued | 85,700,000 | 10,900,000 | 96,600,000 |
Value of common stock issued | $854,900 | $108,700 | $963,600 |
Stockholders_Equity_Distributi
Stockholders' Equity - Distribution Reinvestment Plan (Details) (USD $) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Value of common stock issued | $766,729,000 | $96,596,000 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Number of shares issued | 85,700,000 | 10,900,000 | 96,600,000 |
Value of common stock issued | 854,900,000 | 108,700,000 | 963,600,000 |
Distribution Support Agreement | |||
Class of Stock [Line Items] | |||
Share Price (usd per share) | $9.50 | $9.50 | |
Percentage of estimated value per share of common stock (percent) | 95.00% | ||
Period Within Which Estimated Value Per Share Is Expected To Be Established.1 | 150 days | ||
Period within which the company expects to establish an estimated value per share | 18 months | ||
Selling Commissions Or Dealer Manager Fees Paid For Sales Pursuant To Distribution Reinvestment Plan | 0 | ||
Notice period served by board of directors to amend or terminate DRP | 10 days | ||
Distribution Support Agreement | Common Stock | |||
Class of Stock [Line Items] | |||
Number of shares issued | 1,300,000 | 35,495 | 1,300,000 |
Value of common stock issued | $12,400,000 | $300,000 | $12,700,000 |
Stockholders_Equity_Distributi1
Stockholders' Equity - Distributions (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Daily amount of distribution accrued per share (in dollars per share) | $0.00 |
Annual distribution rate | 6.75% |
Stockholders_Equity_Dividends_
Stockholder's Equity - Dividends Declared (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Distributions | |||||||||
Cash | $5,298 | $3,360 | $2,070 | $1,169 | $535 | $91 | $45 | $11,897 | $671 |
DRP | 6,646 | 4,201 | 2,504 | 1,393 | 590 | 49 | 2 | 14,744 | 641 |
Total | $11,944 | $7,561 | $4,574 | $2,562 | $1,125 | $140 | $47 | $26,641 | $1,312 |
Return of capital percent of distributions | 100.00% |
Stockholders_Equity_Share_Repu
Stockholders' Equity - Share Repurchase Program (Details) (USD $) | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 |
Class of Stock [Line Items] | |
Holding period of shares required for repurchase | 1 year |
Common Stock | |
Class of Stock [Line Items] | |
Shares repurchased during period (shares) | 14,354 |
Shares repurchased during period | 0.1 |
Average price per share | 9.92 |
Fair_Value_Details
Fair Value (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Financial assets and liabilities: | ||
Principal Amount | $145,887,000 | |
Carrying Value | 146,267,000 | 11,250,000 |
Principal Amount | 76,000,000 | 18,282,000 |
Carrying Value | 76,000,000 | 18,282,000 |
Mortgage notes payable | ||
Financial assets and liabilities: | ||
Principal Amount | 76,000,000 | 18,282,000 |
Carrying Value | 76,000,000 | 18,282,000 |
Fair Value | 75,293,000 | 18,013,000 |
Real estate debt investments, net | ||
Financial assets and liabilities: | ||
Principal Amount | 145,887,000 | 11,250,000 |
Carrying Value | 146,267,000 | 11,250,000 |
Fair Value | $153,001,000 | $11,250,000 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
segment | ||
Segment Reporting Information [Line Items] | ||
Number of segments | 4 | |
Interest income | $7,490,000 | $375,000 |
Asset management and other fees - related party | 8,220,000 | 1,334,000 |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | -4,242,000 | -2,570,000 |
Equity in earnings (losses) of unconsolidated ventures | -12,127,000 | 0 |
Income tax benefit (expense) | 1,390,000 | 0 |
Net income (loss) | -14,979,000 | -2,570,000 |
Investments in unconsolidated ventures, net | 215,175,000 | 0 |
Total assets | 918,749,000 | 115,839,000 |
Segments | ||
Segment Reporting Information [Line Items] | ||
Rental and resident fee income | 22,549,000 | 488,000 |
Interest income | 7,490,000 | 375,000 |
Other revenue | 38,000 | |
Property operating expenses | 10,810,000 | 24,000 |
Asset management and other fees - related party | 8,220,000 | 1,334,000 |
Other expenses | 15,095,000 | 2,113,000 |
Other income (loss) | -156,000 | |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | -4,242,000 | |
Equity in earnings (losses) of unconsolidated ventures | -12,127,000 | |
Income tax benefit (expense) | 1,390,000 | |
Net income (loss) | -14,979,000 | -2,570,000 |
Investments in unconsolidated ventures, net | 215,175,000 | |
Total assets | 918,748,000 | 115,839,000 |
Real Estate Equity | ||
Segment Reporting Information [Line Items] | ||
Rental and resident fee income | 22,549,000 | 488,000 |
Interest income | 0 | 0 |
Other revenue | 38,000 | |
Property operating expenses | 10,810,000 | 24,000 |
Asset management and other fees - related party | 0 | 0 |
Other expenses | 9,159,000 | 1,460,000 |
Other income (loss) | -156,000 | |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 2,424,000 | |
Equity in earnings (losses) of unconsolidated ventures | -12,127,000 | |
Income tax benefit (expense) | 1,390,000 | |
Net income (loss) | -8,313,000 | -958,000 |
Investments in unconsolidated ventures, net | 215,175,000 | |
Total assets | 489,711,000 | 57,521,000 |
Real Estate Debt | ||
Segment Reporting Information [Line Items] | ||
Rental and resident fee income | 0 | 0 |
Interest income | 7,490,000 | 375,000 |
Other revenue | 0 | |
Property operating expenses | 0 | 0 |
Asset management and other fees - related party | 0 | 0 |
Other expenses | 36,000 | 2,000 |
Other income (loss) | 0 | |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 7,454,000 | |
Equity in earnings (losses) of unconsolidated ventures | 0 | |
Income tax benefit (expense) | 0 | |
Net income (loss) | 7,454,000 | 373,000 |
Investments in unconsolidated ventures, net | 0 | |
Total assets | 147,419,000 | 11,407,000 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Rental and resident fee income | 0 | 0 |
Interest income | 0 | 0 |
Other revenue | 0 | |
Property operating expenses | 0 | 0 |
Asset management and other fees - related party | 8,220,000 | 1,334,000 |
Other expenses | 5,900,000 | 651,000 |
Other income (loss) | 0 | |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | -14,120,000 | |
Equity in earnings (losses) of unconsolidated ventures | 0 | |
Income tax benefit (expense) | 0 | |
Net income (loss) | -14,120,000 | -1,985,000 |
Investments in unconsolidated ventures, net | 0 | |
Total assets | $281,618,000 | $46,911,000 |
Subsequent_Events_Status_of_Of
Subsequent Events - Status of Offering (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 02, 2015 | Mar. 23, 2015 | |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock | $759,492,000 | $94,052,000 | ||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 110,500,000 | 1,100,000 | ||
Proceeds from initial public offering | 1,100,000,000 | |||
Proceeds from issuance of common stock | $10,700,000 |
Subsequent_Events_Distribution
Subsequent Events - Distribution Reinvestment Plan (Details) | 0 Months Ended | 1 Months Ended | 24 Months Ended | |||
Feb. 02, 2015 | Mar. 23, 2015 | Mar. 23, 2015 | Dec. 31, 2014 | Aug. 07, 2012 | Jan. 31, 2015 | |
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 110,500,000 | 1,100,000 | ||||
Third Party Equity Proceeds | ||||||
Subsequent Event [Line Items] | ||||||
Number of reallocated shares from Initial DRP to Initial Primary Offering | 8,600,000 | 100,000,000 | ||||
Third Party Equity Proceeds | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Number of reallocated shares from Initial DRP to Initial Primary Offering | 8,600,000 | |||||
Number of shares issued | 2,300,000 |
Subsequent_Events_Distribution1
Subsequent Events - Distributions (Details) (USD $) | 12 Months Ended | 0 Months Ended |
Dec. 31, 2014 | Mar. 03, 2015 | |
Subsequent Event [Line Items] | ||
Daily amount of distribution accrued per share (in dollars per share) | $0.00 | |
Subsequent event | ||
Subsequent Event [Line Items] | ||
Daily amount of distribution accrued per share (in dollars per share) | $0.00 |
Subsequent_Events_Share_Repurc
Subsequent Events - Share Repurchases (Details) (Subsequent event, USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 23, 2015 |
Subsequent event | |
Subsequent Event [Line Items] | |
Shares repurchased during period (shares) | 64,298 |
Shares repurchased during period | $0.60 |
Weighted average price of shares repurchased | $9.88 |
Subsequent_Events_New_Borrowin
Subsequent Events - New Borrowings (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 29, 2015 |
note | |||
Subsequent Event [Line Items] | |||
Principal Amount | $76,000,000 | $18,282,000 | |
Mortgage notes payable | |||
Subsequent Event [Line Items] | |||
Principal Amount | 76,000,000 | 18,282,000 | |
Mortgage notes payable | Subsequent event | |||
Subsequent Event [Line Items] | |||
Number of notes | 4 | ||
Principal Amount | $93,800,000 | ||
Stated rate | 3.99% |
Subsequent_Events_New_Investme
Subsequent Events - New Investments (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Subsequent Event [Line Items] | |
Payments to acquire interest in joint venture | $165 |
Extendicare International Inc. | |
Subsequent Event [Line Items] | |
Investment portfolio | 870 |
Number of states with SNFs and ALFs | 12 |
Extendicare International Inc. | Mezzanine Loan Facility | |
Subsequent Event [Line Items] | |
Debt issued to acquiree | $75 |
Skilled Nursing Facilities | Extendicare International Inc. | |
Subsequent Event [Line Items] | |
Number of facilities acquired | 152 |
Assisted Living Facilities | Extendicare International Inc. | |
Subsequent Event [Line Items] | |
Number of facilities acquired | 6 |
Schedule_III_Real_Estate_and_A1
Schedule III - Real Estate and Accumulated Depreciation Schedule of Real Estate Properties (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $76,000,000 | ||
Land | 20,035,000 | ||
Building & Improvements | 242,039,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 1,752,000 | ||
Land | 20,035,000 | ||
Building & Improvements | 243,791,000 | ||
Total | 263,826,000 | 54,100,000 | 0 |
Accumulated Depreciation | 4,417,000 | 131,000 | 0 |
Total | 259,409,000 | ||
Clinton, CT | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 6,269,000 | ||
Land | 600,000 | ||
Building & Improvements | 9,900,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 600,000 | ||
Building & Improvements | 9,900,000 | ||
Total | 10,500,000 | ||
Accumulated Depreciation | 313,000 | ||
Total | 10,187,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Leawood, KS | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 900,000 | ||
Building & Improvements | 7,100,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 900,000 | ||
Building & Improvements | 7,100,000 | ||
Total | 8,000,000 | ||
Accumulated Depreciation | 231,000 | ||
Total | 7,769,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Skaneateles, NY | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 2,090,000 | ||
Land | 400,000 | ||
Building & Improvements | 2,600,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 400,000 | ||
Building & Improvements | 2,600,000 | ||
Total | 3,000,000 | ||
Accumulated Depreciation | 80,000 | ||
Total | 2,920,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Spring Hill, KS | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 430,000 | ||
Building & Improvements | 6,570,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 430,000 | ||
Building & Improvements | 6,570,000 | ||
Total | 7,000,000 | ||
Accumulated Depreciation | 208,000 | ||
Total | 6,792,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Milford, OH | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 10,500,000 | ||
Land | 1,160,000 | ||
Building & Improvements | 14,440,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 379,000 | ||
Land | 1,160,000 | ||
Building & Improvements | 14,819,000 | ||
Total | 15,979,000 | ||
Accumulated Depreciation | 468,000 | ||
Total | 15,511,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Smyrna, GA | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 7,029,000 | ||
Land | 825,000 | ||
Building & Improvements | 9,175,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 825,000 | ||
Building & Improvements | 9,175,000 | ||
Total | 10,000,000 | ||
Accumulated Depreciation | 250,000 | ||
Total | 9,750,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Denver, CO | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 21,500,000 | ||
Land | 4,300,000 | ||
Building & Improvements | 27,200,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 618,000 | ||
Land | 4,300,000 | ||
Building & Improvements | 27,818,000 | ||
Total | 32,118,000 | ||
Accumulated Depreciation | 707,000 | ||
Total | 31,411,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Cheektowaga, NY | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 8,612,000 | ||
Land | 300,000 | ||
Building & Improvements | 12,200,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 300,000 | ||
Building & Improvements | 12,200,000 | ||
Total | 12,500,000 | ||
Accumulated Depreciation | 277,000 | ||
Total | 12,223,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Frisco, TX | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 20,000,000 | ||
Land | 3,100,000 | ||
Building & Improvements | 35,874,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 755,000 | ||
Land | 3,100,000 | ||
Building & Improvements | 36,629,000 | ||
Total | 39,729,000 | ||
Accumulated Depreciation | 899,000 | ||
Total | 38,830,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Bohemia, NY | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,130,000 | ||
Building & Improvements | 31,070,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 2,130,000 | ||
Building & Improvements | 31,070,000 | ||
Total | 33,200,000 | ||
Accumulated Depreciation | 258,000 | ||
Total | 32,942,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Hauppauge, NY | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,320,000 | ||
Building & Improvements | 19,180,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 2,320,000 | ||
Building & Improvements | 19,180,000 | ||
Total | 21,500,000 | ||
Accumulated Depreciation | 164,000 | ||
Total | 21,336,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Islandia, NY | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 2,820,000 | ||
Building & Improvements | 44,880,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 2,820,000 | ||
Building & Improvements | 44,880,000 | ||
Total | 47,700,000 | ||
Accumulated Depreciation | 377,000 | ||
Total | 47,323,000 | ||
Life on Which Depreciation is Computed | 40 years | ||
Westbury, NY | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Land | 750,000 | ||
Building & Improvements | 21,850,000 | ||
Costs Capitalized Subsequent to Acquisition, Land, Buildings & Improvements | 0 | ||
Land | 750,000 | ||
Building & Improvements | 21,850,000 | ||
Total | 22,600,000 | ||
Accumulated Depreciation | 185,000 | ||
Total | $22,415,000 | ||
Life on Which Depreciation is Computed | 40 years |
Schedule_III_Real_Estate_and_A2
Schedule III - Real Estate and Accumulated Depreciation Schedule of Real Estate and Accumulated Depreciation Rollforward (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward] | ||
Beginning balance | $54,100,000 | $0 |
Property acquisitions | 207,974,000 | 54,100,000 |
Improvements | 1,752,000 | 0 |
Ending balance | 263,826,000 | 54,100,000 |
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||
Beginning balance | 131,000 | 0 |
Depreciation expense | 4,286,000 | 131,173 |
Ending balance | $4,417,000 | $131,000 |
Schedule_IV_Mortgage_Loans_on_1
Schedule IV - Mortgage Loans on Real Estate Schedule of Loans (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | |
loan | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 4 | |
Floating Interest Rate | 9.80% | [1] |
Fixed Interest Rate | 0.00% | |
Prior Liens | $925,000 | [2] |
Principal Amount | 145,887 | |
Carrying Value | 146,267 | |
Principal Amount of Loans Subject to Delinquent Principal or Interest | 0 | |
Minimum | ||
Mortgage Loans on Real Estate [Line Items] | ||
Loans Receivable LIBOR Floor | 0.25% | |
Maximum | ||
Mortgage Loans on Real Estate [Line Items] | ||
Loans Receivable LIBOR Floor | 1.00% | |
First mortgage loan | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 2 | |
Floating Interest Rate | 8.10% | [1] |
Fixed Interest Rate | 0.00% | |
Prior Liens | 0 | [2] |
Principal Amount | 25,887 | |
Carrying Value | 25,887 | |
Principal Amount of Loans Subject to Delinquent Principal or Interest | 0 | |
First mortgage loan | Cedar Creek [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 1 | |
Floating Interest Rate | 8.00% | [1] |
Fixed Interest Rate | 0.00% | |
Prior Liens | 0 | [2] |
Principal Amount | 11,250 | |
Carrying Value | 11,250 | |
Principal Amount of Loans Subject to Delinquent Principal or Interest | 0 | |
First mortgage loan | Dallastown/Newark [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 1 | |
Floating Interest Rate | 8.30% | [1] |
Fixed Interest Rate | 0.00% | |
Prior Liens | 0 | [2] |
Principal Amount | 14,637 | |
Carrying Value | 14,637 | |
Principal Amount of Loans Subject to Delinquent Principal or Interest | 0 | |
Mezzanine loans | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 2 | |
Floating Interest Rate | 10.20% | [1] |
Fixed Interest Rate | 0.00% | |
Prior Liens | 925,000 | [2] |
Principal Amount | 120,000 | |
Carrying Value | 120,380 | |
Principal Amount of Loans Subject to Delinquent Principal or Interest | 0 | |
Mezzanine loans | Sava [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 1 | |
Floating Interest Rate | 10.30% | [1] |
Fixed Interest Rate | 0.00% | |
Prior Liens | 865,000 | [2] |
Principal Amount | 75,000 | |
Carrying Value | 75,391 | |
Principal Amount of Loans Subject to Delinquent Principal or Interest | 0 | |
Mezzanine loans | Sava 2 [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number | 1 | |
Floating Interest Rate | 10.00% | [1] |
Fixed Interest Rate | 0.00% | |
Prior Liens | 60,000 | [2] |
Principal Amount | 45,000 | |
Carrying Value | 44,989 | |
Principal Amount of Loans Subject to Delinquent Principal or Interest | $0 | |
[1] | Represents spread over one-month LIBOR except first mortgage loans that are subject to and include LIBOR floors ranging from 0.25% to 1.00%. | |
[2] | Represents only third-party liens. |
Schedule_IV_Mortgage_Loans_on_2
Schedule IV - Mortgage Loans on Real Estate Real Estate Rollforward (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Movement in Mortgage Loans on Real Estate [Roll Forward] | ||
Beginning balance | $11,250 | $0 |
Principal amount of new loans and additional funding on existing loans | 134,637 | 11,250 |
Acquisition cost (fees) on new loans | 1,513 | 113 |
Origination fees received on new loans | -992 | -113 |
Amortization of acquisition costs, fees, premiums and discounts | -141 | 0 |
Ending balance | $146,267 | $11,250 |