Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | NorthStar Healthcare Income, Inc. | |
Entity Central Index Key | 1,503,707 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 186,291,447 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | ||
Assets | |||
Cash and cash equivalents | $ 135,639 | $ 223,102 | |
Restricted cash | 26,583 | 28,790 | |
Operating real estate, net | 1,675,656 | 1,571,980 | |
Investments in unconsolidated ventures (refer to Note 4) | 345,895 | 360,534 | |
Real estate debt investments, net | 74,602 | 74,558 | |
Senior housing mortgage loans held in a securitization trust, at fair value | 553,077 | 553,707 | |
Receivables, net | 13,590 | 12,260 | |
Deferred costs and intangible assets, net | 96,952 | 116,404 | |
Other assets | 19,508 | 16,874 | |
Total assets | [1] | 2,941,502 | 2,958,209 |
Liabilities | |||
Mortgage and other notes payable, net | 1,278,579 | 1,200,982 | |
Senior housing mortgage obligations issued by a securitization trust, at fair value | 521,579 | 522,933 | |
Due to related party | 633 | 219 | |
Escrow deposits payable | 3,228 | 3,209 | |
Distribution payable | 10,356 | 10,579 | |
Accounts payable and accrued expenses | 26,833 | 25,105 | |
Other liabilities | 3,081 | 3,208 | |
Total liabilities | [1] | 1,844,289 | 1,766,235 |
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 June 30, 2017 and December 31, 2016 | 0 | 0 | |
Common stock, $0.01 par value, 400,000,000 shares authorized, 186,665,919 and 185,034,967 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 1,867 | 1,850 | |
Additional paid-in capital | 1,680,990 | 1,666,479 | |
Retained earnings (accumulated deficit) | (591,446) | (480,516) | |
Accumulated other comprehensive income (loss) | 392 | (1,188) | |
Total NorthStar Healthcare Income, Inc. stockholders’ equity | 1,091,803 | 1,186,625 | |
Non-controlling interests | 5,410 | 5,349 | |
Total equity | 1,097,213 | 1,191,974 | |
Total liabilities and equity | $ 2,941,502 | $ 2,958,209 | |
Primary Beneficiary | |||
NorthStar Healthcare Income, Inc. Stockholders’ Equity | |||
Ownership interest in operating partnership | 99.99% | ||
Northstar Healthcare Income Operating Partnership, LP | Primary Beneficiary | |||
NorthStar Healthcare Income, Inc. Stockholders’ Equity | |||
Ownership interest in operating partnership | 99.99% | ||
Assets of consolidated VIEs | $ 1,000,000 | ||
Liabilities of consolidated VIEs | $ (827,400) | ||
[1] | Represents the consolidated assets and liabilities of NorthStar Healthcare Income Operating Partnership, LP (the “Operating Partnership”). The Operating Partnership is a consolidated variable interest entity (“VIE”), of which the Company is the sole general partner and owns approximately 99.99%. As of June 30, 2017, the Operating Partnership includes $1.0 billion and $827.4 million of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 186,666,175 | 185,034,967 |
Common stock, shares outstanding (in shares) | 186,666,175 | 185,034,967 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property and other revenues | ||||
Resident fee income | $ 31,080 | $ 25,244 | $ 59,827 | $ 50,285 |
Rental income | 36,561 | 37,586 | 73,682 | 56,021 |
Other revenue | 953 | 194 | 1,530 | 469 |
Total property and other revenues | 68,594 | 63,024 | 135,039 | 106,775 |
Net interest income | ||||
Interest expense on mortgage obligations issued by a securitization trust | (4,866) | 0 | (9,743) | 0 |
Net interest income | 3,538 | 5,005 | 7,039 | 10,040 |
Expenses | ||||
Real estate properties - operating expenses | 38,234 | 34,982 | 75,545 | 58,379 |
Interest expense | 14,764 | 13,044 | 28,792 | 21,527 |
Other expenses related to securitization trust | 990 | 0 | 1,966 | 0 |
Transaction costs | 1,946 | 249 | 2,964 | 1,531 |
Asset management and other fees - related party | 8,437 | 8,452 | 19,417 | 28,080 |
General and administrative expenses | 2,848 | 8,722 | 5,351 | 16,558 |
Depreciation and amortization | 19,851 | 13,429 | 44,769 | 25,252 |
Total expenses | 87,070 | 78,878 | 178,804 | 151,327 |
Other income (loss) | ||||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 358 | 0 | 724 | 0 |
Realized gain (loss) on investments and other | 90 | 411 | 118 | 411 |
Gain (loss) on consolidation of unconsolidated venture | 0 | 0 | 0 | 6,408 |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (14,490) | (10,438) | (35,884) | (27,693) |
Equity in earnings (losses) of unconsolidated ventures | (7,055) | (17,432) | (12,677) | (31,469) |
Income tax benefit (expense) | (15) | (33) | (41) | (7,124) |
Net income (loss) | (21,560) | (27,903) | (48,602) | (66,286) |
Net (income) loss attributable to non-controlling interests | (33) | 34 | (70) | 119 |
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ (21,593) | $ (27,869) | $ (48,672) | $ (66,167) |
Net income (loss) per share of common stock, basic/diluted (in dollars per share) | $ (0.12) | $ (0.15) | $ (0.26) | $ (0.37) |
Weighted average number of shares of common stock outstanding, basic/diluted (in shares) | 186,392,469 | 181,717,986 | 186,023,359 | 180,934,241 |
Distributions declared per share of common stock (in dollars per share) | $ 0.17 | $ 0.17 | $ 0.34 | $ 0.34 |
Debt Investments | ||||
Net interest income | ||||
Interest income | $ 1,918 | $ 5,005 | $ 3,815 | $ 10,040 |
Mortgage Loans Held in Securitized Trust | ||||
Net interest income | ||||
Interest income | $ 6,486 | $ 0 | $ 12,967 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (21,560) | $ (27,903) | $ (48,602) | $ (66,286) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments related to investment in unconsolidated venture | 2,601 | 0 | 1,580 | 0 |
Total other comprehensive income (loss) | 2,601 | 0 | 1,580 | 0 |
Comprehensive income (loss) | (18,959) | (27,903) | (47,022) | (66,286) |
Comprehensive (income) loss attributable to non-controlling interests | (33) | 34 | (70) | 119 |
Comprehensive income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ (18,992) | $ (27,869) | $ (47,092) | $ (66,167) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Company’s Stockholders’ Equity | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests |
Beginning Balance (in shares) at Dec. 31, 2015 | 179,137,000 | ||||||
Beginning Balance at Dec. 31, 2015 | $ 1,405,500 | $ 1,400,144 | $ 1,791 | $ 1,614,452 | $ (216,099) | $ 0 | $ 5,356 |
Increase (Decrease) in Stockholder's Equity | |||||||
Net proceeds from issuance of common stock (in shares) | 81,000 | ||||||
Net proceeds from issuance of common stock | 296 | 296 | $ 1 | 295 | |||
Issuance and amortization of equity-based compensation (in shares) | 14,000 | ||||||
Issuance and amortization of equity-based compensation | 166 | 166 | 166 | ||||
Non-controlling interests - contributions | 291 | 291 | |||||
Non-controlling interests - distributions | (291) | (291) | |||||
Shares redeemed for cash (in shares) | (1,765,000) | ||||||
Shares redeemed for cash | (16,138) | (16,138) | $ (18) | (16,120) | |||
Distributions declared | (123,142) | (123,142) | (123,142) | ||||
Proceeds from distribution reinvestment plan (in shares) | 7,568,000 | ||||||
Proceeds from distribution reinvestment plan | 67,762 | 67,762 | $ 76 | 67,686 | |||
Other comprehensive income (loss) | (1,188) | (1,188) | (1,188) | ||||
Net income (loss) | $ (141,282) | (141,275) | (141,275) | (7) | |||
Ending Balance (in shares) at Dec. 31, 2016 | 185,034,967 | 185,035,000 | |||||
Ending Balance at Dec. 31, 2016 | $ 1,191,974 | 1,186,625 | $ 1,850 | 1,666,479 | (480,516) | (1,188) | 5,349 |
Increase (Decrease) in Stockholder's Equity | |||||||
Issuance and amortization of equity-based compensation (in shares) | 20,000 | ||||||
Issuance and amortization of equity-based compensation | 99 | 99 | 99 | ||||
Non-controlling interests - contributions | 67 | 67 | |||||
Non-controlling interests - distributions | (76) | (76) | |||||
Shares redeemed for cash (in shares) | (2,090,000) | ||||||
Shares redeemed for cash | (19,247) | (19,247) | $ (20) | (19,227) | |||
Distributions declared | (62,258) | (62,258) | (62,258) | ||||
Proceeds from distribution reinvestment plan (in shares) | 3,701,000 | ||||||
Proceeds from distribution reinvestment plan | 33,676 | 33,676 | $ 37 | 33,639 | |||
Other comprehensive income (loss) | 1,580 | 1,580 | 1,580 | ||||
Net income (loss) | $ (48,602) | (48,672) | (48,672) | 70 | |||
Ending Balance (in shares) at Jun. 30, 2017 | 186,666,175 | 186,666,000 | |||||
Ending Balance at Jun. 30, 2017 | $ 1,097,213 | $ 1,091,803 | $ 1,867 | $ 1,680,990 | $ (591,446) | $ 392 | $ 5,410 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (48,602) | $ (66,286) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity in (earnings) losses of unconsolidated ventures | 12,677 | 31,469 |
Depreciation and amortization | 44,769 | 25,252 |
Amortization of below market debt | 1,283 | 0 |
Straight-line rental income, net | (963) | (686) |
Amortization of premium/accretion of discount on investments | (44) | (10) |
Amortization of deferred financing costs | 796 | 923 |
Amortization of equity-based compensation | 99 | 68 |
Deferred income tax (benefit) expense, net | 0 | 7,026 |
Realized (gain) loss on investments and other | (118) | (411) |
(Gain) loss on consolidation of unconsolidated venture | 0 | (6,408) |
Unrealized (gain) loss on senior housing mortgage loans and debt held in securitization trust, net | (724) | 0 |
Allowance for uncollectible accounts | 651 | 0 |
Distributions of cumulative earnings from unconsolidated ventures | 179 | 0 |
Changes in assets and liabilities: | ||
Restricted cash | (377) | (1,787) |
Receivables | (902) | 778 |
Other assets | 281 | (1,018) |
Due to related party | 414 | (387) |
Escrow deposits payable | 19 | 563 |
Accounts payable and accrued expenses | 1,728 | (375) |
Other liabilities | (127) | (135) |
Net cash provided by (used in) operating activities | 11,039 | (11,424) |
Cash flows from investing activities: | ||
Acquisition of operating real estate investments, net | (114,827) | (139,618) |
Improvement of operating real estate investments | (9,330) | (14,137) |
Repayment on real estate debt investments | 0 | (60) |
Investment in unconsolidated ventures | (6,045) | (18,911) |
Distributions in excess of cumulative earnings from unconsolidated ventures | 9,408 | 10,393 |
Change in restricted cash | (599) | (2,402) |
Other assets | (2,913) | 798 |
Net cash provided by (used in) investing activities | (124,306) | (163,937) |
Cash flows from financing activities: | ||
Borrowing from mortgage notes | 72,466 | 0 |
Repayment of mortgage notes | (1,019) | (104) |
Payment of deferred financing costs | (765) | (3,371) |
Change in restricted cash | 3,183 | 356 |
Net proceeds from issuance of common stock | 0 | 405 |
Shares redeemed for cash | (19,247) | (5,238) |
Distributions paid on common stock | (62,481) | (60,646) |
Proceeds from distribution reinvestment plan | 33,676 | 33,746 |
Contributions from non-controlling interests | 67 | 149 |
Distributions to non-controlling interests | (76) | 0 |
Net cash provided by (used in) financing activities | 25,804 | (34,703) |
Net increase (decrease) in cash and cash equivalents | (87,463) | (210,064) |
Cash and cash equivalents- beginning of period | 223,102 | 354,229 |
Cash and cash equivalents- end of period | 135,639 | 144,165 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Escrow deposits related to real estate debt investments | 0 | 34 |
Accrued distribution payable | 10,356 | 10,086 |
Transfer of non-controlling interest in joint venture for controlling interest in consolidated real estate investment | 0 | 103,005 |
Assumption of mortgage notes payable upon acquisition of operating real estate | 0 | 648,211 |
Accrued capital expenditures | 0 | 361 |
Change in carrying value of securitization trust (VIE asset/liability) | 1,355 | 0 |
Debt financing provided by seller for investment acquisition | $ 3,500 | $ 0 |
Business and Organization
Business and Organization | 6 Months Ended |
Jun. 30, 2017 | |
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, which the Company defines as assisted living (“ALF”), memory care (“MCF”), skilled nursing (“SNF”), independent living (“ILF”) facilities and continuing care retirement communities (“CCRC”), which may have independent living, assisted living, skilled nursing and memory care available on one campus. The Company also invests in other healthcare property types, including medical office buildings (“MOB”), hospitals, rehabilitation facilities and ancillary healthcare services businesses. The Company’s investments are predominantly in the United States, but it also selectively makes international investments. 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, as amended (the “Internal Revenue Code”), 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 healthcare properties, which are either structured as net leases to healthcare operators or operated through management agreements with independent third-party operators, where applicable through the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures that permit the Company, through taxable REIT subsidiaries (“TRS”), to have direct exposure to resident fee income and incur related operating expenses. The Company’s debt investments may consist of first mortgage loans and mezzanine loans. The Company’s real estate securities investments may include commercial mortgage-backed securities (“CMBS”), and other securities backed primarily by loans secured by healthcare properties. Refer to Note 6, “Healthcare-Related Securities” and Note 13, “Segment Reporting” for further discussion. The Company is externally managed and has no employees. Prior to January 11, 2017, the Company was managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM) (“NSAM”). Effective January 10, 2017, NSAM completed its previously announced mergers with Colony Capital, Inc. (“Colony”), NorthStar Realty Finance Corp. (“NorthStar Realty”) and Colony NorthStar, Inc. (“Colony NorthStar”), a wholly-owned subsidiary of NSAM, which the Company refers to as the mergers, with Colony NorthStar surviving the mergers and succeeding NSAM as the Company’s sponsor (the “Sponsor”). As a result of the mergers, the Sponsor became an internally-managed equity REIT, with a diversified real estate and investment management platform and publicly-traded on the NYSE under the ticker symbol “CLNS.” CNI NSHC Advisors, LLC, as successor to NSAM J-NSHC Ltd (the “Advisor”), is now a subsidiary of Colony NorthStar. The Advisor manages the Company’s day-to-day operations pursuant to an advisory agreement. The mergers had no material impact on the Company’s operations. Colony NorthStar manages capital on behalf of its stockholders, as well as institutional and retail investors in private funds, non-traded and traded REITs and registered investment companies. Substantially all of the Company’s 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 (the “Prior Advisor”) and NorthStar Healthcare Income OP Holdings, LLC (the “Special Unit Holder”), each an affiliate of the Sponsor. The Prior Advisor 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 was issued a separate class of limited partnership units (the “Special Units”), which are collectively recorded as non-controlling interests on the accompanying consolidated balance sheets as of June 30, 2017 and December 31, 2016 . As the Company issued shares, it contributed substantially all of the proceeds from its continuous, public offerings to the Operating Partnership as a capital contribution. As of June 30, 2017 , the Company’s limited partnership interest in the Operating Partnership was 99.99% . 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 its primary offering to the public (the “Initial Primary Offering”) and up to 10.5 million shares pursuant to its distribution reinvestment plan (the “Initial DRP”), which are herein collectively referred to as the Initial Offering. The Initial Offering (including 8.6 million shares reallocated from the Initial DRP) was completed on February 2, 2015 by raising gross proceeds of $1.1 billion . All of the shares initially registered for the Initial Offering were issued. From February 6, 2015 to January 19, 2016, the Company conducted a follow-on public offering of up to $700.0 million in shares (the “Follow-on Offering”), which included up to $500.0 million in shares pursuant to its follow-on primary offering (the “Follow-on Primary Offering”) and $200.0 million in shares pursuant to its follow-on distribution reinvestment plan (the “Follow-on DRP”). The Company registered an additional 30.0 million shares to be offered pursuant to its DRP beyond the completion of the Follow-on Offering and continues to offer such shares. The Initial Primary Offering and the Follow-on Primary Offering are collectively referred to as the Primary Offering and the distribution reinvestment plan, including but not limited to, the Initial DRP and Follow-on DRP, are collectively referred to as the DRP. Additionally, the Primary Offering and the Initial DRP and Follow-on DRP are collectively referred to as the Offering. From inception through August 4, 2017 , the Company raised total gross proceeds of $1.9 billion , including $171.8 million in DRP proceeds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Quarterly Presentation The accompanying unaudited 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”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2017. 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 (“VIEs”) 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 to determine whether each investment or financing is 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 June 30, 2017 , the Company has identified certain consolidated and unconsolidated VIEs. Assets of each of the VIEs, other than the Operating Partnership, may only be used to settle obligations of the respective VIE. Creditors of each of the VIEs have no recourse to the general credit of the Company. The Company identified several VIEs which were originally consolidated under the voting interest model prior to changes in the consolidation rules under U.S. GAAP. Consolidated VIEs The most significant consolidated VIEs are the Operating Partnership, an Investing VIE (as discussed below) and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. The Operating Partnership consolidates certain properties that have non-controlling interests. Included in operating real estate, net on the Company’s consolidated balance sheet as of June 30, 2017 is $427.6 million related to such consolidated VIEs. Included in mortgage and other notes payable, net on the Company’s consolidated balance sheet as of June 30, 2017 is $291.6 million , collateralized by the real estate assets of the related consolidated VIEs. Investing VIEs The Company’s investment in a securitization financing entity (“Investing VIE”) consists of subordinate first-loss certificates in a securitization trust, generally referred to as Class B certificates, which represents interests in such VIE. Investing VIEs are structured as pass through entities that receive principal and interest payments from the underlying debt collateral assets and distribute those payments to the securitization trust’s certificate holders, including the Class B certificates. A securitization trust will name a directing certificate holder, who is generally afforded the unilateral right to terminate and appoint a replacement for the special servicer, and as such may qualify as the primary beneficiary of the trust. If it is determined that the Company is the primary beneficiary of an Investing VIE as a result of acquiring the subordinate first-loss certificates in a securitization trust, the Company would consolidate the assets, liabilities, income and expenses of the entire Investing VIE. The assets held by an Investing VIE are restricted and can only be used to fulfill its own obligations. The obligations of an Investing VIE have neither any recourse to the general credit of the Company as the consolidator of an Investing VIE, nor to any of the Company’s other consolidated entities. As of June 30, 2017 , the Company held Class B certificates in an Investing VIE for which the Company has determined it is the primary beneficiary because it has the power to direct the activities that most significantly impact the economic performance of the securitization trust. The Company’s Class B certificates, which represent the retained interest and related interest income are eliminated in consolidation. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation , the assets, liabilities (obligations to the certificate holders of the securitization trust, less the Company’s retained interest from the Class B certificates of the securitization), income and expense of the entire Investing VIE are presented in the consolidated financial statement of the Company. As a result, although the Company legally owns the Class B certificates only, U.S. GAAP requires the Company to present the assets, liabilities, income and expenses of the entire securitization trust on its consolidated financial statements. Regardless of the presentation, the Company’s consolidated financial statements of operations ultimately reflect the net income attributable to its retained interest in the Class B certificates. Refer to Note 6, “Healthcare-Related Securities” for further detail. The Company elected the fair value option for the initial recognition of the assets and liabilities of its consolidated Investing VIE. Interest income and interest expense associated with this VIE is recorded separately on the consolidated statements of operations. The Company separately presents the assets and liabilities of its consolidated Investing VIE as “Senior housing mortgage loans held in a securitization trust, at fair value” and “Senior housing mortgage obligations issued by a securitization trust, at fair value,” respectively, on its consolidated balance sheets. Refer to Note 12, “Fair Value” for further detail. The Company has adopted guidance issued by the FASB, allowing the Company to measure both the financial assets and liabilities of a qualifying collateralized financing entity (“CFE”), such as its Investing VIE, using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. As the liabilities of the Company’s Investing VIE are marketable securities with observable trade data, their fair value is more observable and will be referenced to determine the fair value for assets of its Investing VIE. Refer to section “Fair Value Option” below for further discussion. Unconsolidated VIEs As of June 30, 2017 , the Company identified unconsolidated VIEs related to its real estate equity investments with a carrying value of $345.9 million . The Company’s maximum exposure to loss as of June 30, 2017 would not exceed the carrying value of its investment in the VIEs and its investment in a mezzanine loan to a subsidiary of one of the VIEs. Based on management’s analysis, the Company determined that it is not the primary beneficiary. Accordingly, these VIEs are not consolidated in the Company’s financial statements as of June 30, 2017 . The Company did not provide financial support to its unconsolidated VIEs during the six months ended June 30, 2017 . As of June 30, 2017 , there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to its unconsolidated VIEs. 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 or through a simple majority vote. 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 A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method or the cost method, and for either method, the Company may elect the fair value option. The Company may account for an investment in an unconsolidated entity that does not qualify for equity method accounting using the cost method if the Company determines that it does not have significant influence. 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 records as an expense certain acquisition costs and fees associated with consolidated investments deemed to be business combinations and capitalizes these costs for investments deemed to be acquisitions of an asset, including an equity method investment. 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 a preferred return and allocation formula, 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. 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”). The only component of OCI for the Company is foreign currency translation adjustments related to its investment in an unconsolidated venture. Fair Value Option The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. The Company may elect to apply the fair value option for certain investments due to the nature of the instrument. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. The Company has elected the fair value option to account for the eligible financial assets and liabilities of its consolidated Investing VIEs in order to mitigate potential accounting mismatches between the carrying value of the instruments and the related assets and liabilities to be consolidated. The Company has adopted guidance issued by the FASB allowing the Company to measure both the financial assets and liabilities of a qualifying CFE it consolidates using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity date of three months or less to be cash equivalents. 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 and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. Restricted Cash Restricted cash consists of amounts related to loan origination (escrow deposits) and operating real estate (escrows for taxes, insurance, capital expenditures and payments required under certain lease agreements). Operating Real Estate The Company accounts for purchases of operating real estate that qualify as business combinations using the acquisition method, where the purchase price is allocated to tangible assets such as land, building, furniture and fixtures, improvements and other identified intangibles such as in place leases, goodwill and above or below market mortgages assumed, as applicable. 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 Land improvements 15 years 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. When the Company acquires a controlling interest in an existing unconsolidated joint venture, the Company records the consolidated investment at the updated purchase price, which is reflective of fair value. The difference between the carrying value of the Company’s investment in the existing unconsolidated joint venture on the acquisition date and the Company’s share of the fair value of the investment’s purchase price is recorded in gain (loss) on consolidation of unconsolidated venture in the Company’s consolidated statements of operations. Real Estate Debt Investments Real estate 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 reserve, if deemed appropriate, which would approximate 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 fair value. Healthcare-Related 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 has elected 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. As of June 30, 2017 , the Company held Class B certificates of a securitization trust, which represents the Company’s retained interest in the securitization trust, which the Company consolidates under U.S. GAAP. Refer to Note 6, “Healthcare-Related Securities” for further discussion. Deferred Costs and Intangible Assets Deferred Costs Deferred costs primarily 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 recorded against the carrying value of such financing and are amortized to interest expense over the term of the financing using the effective interest method. Unamortized deferred financing costs are expensed to realized gain (loss) on investments and other, when the associated borrowing is repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not occur. 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 are recorded to depreciation and amortization in the consolidated statements of operations. Identified Intangibles The Company records acquired identified intangibles, which includes intangible assets (such as the value of the above-market leases, in-place leases, goodwill and other intangibles) and intangible liabilities (such as the value of below market leases), based on estimated fair value. The value allocated to the identified intangibles are amortized over the remaining lease term. Above/below-market leases for which the Company is the lessor are amortized into rental income, below-market leases for which the Company is the lessee are amortized into real estate properties-operating expense and in-place leases are amortized into depreciation and amortization expense. Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination and is not amortized. The Company performs an annual impairment test for goodwill and evaluates the recoverability whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable. In making such assessment, qualitative factors are used to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, then an impairment charge is recorded. Identified intangible assets are recorded in deferred costs and intangible assets, net on the consolidated balance sheets. The following table presents a summary of deferred costs and intangible assets as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Deferred costs and intangible assets: In-place lease value, net $ 74,137 $ 93,554 Goodwill 22,112 22,112 Other intangible assets 380 380 Subtotal intangible assets 96,629 116,046 Deferred lease costs, net 323 358 Total $ 96,952 $ 116,404 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 Company’s directors, including a majority of its independent directors. For the six months ended June 30, 2017 , total acquisition fees and expenses did not exceed the allowed limit for any investment. 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. An acquisition fee paid to the Advisor related to the origination or acquisition of debt investments is included in real estate 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. The Company records as an expense 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. Other Assets The following table presents a summary of other assets as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Other assets: Investment deposits $ 12,593 $ 8,710 Remainder interest in condominium units (1) 3,704 4,554 Deferred tax assets 7 7 Prepaid expenses 1,734 2,114 Other 1,470 1,489 Total $ 19,508 $ 16,874 _______________________________________ (1) Represents future interests in property subject to life estates (“Remainder Interest”). Revenue Recognition Operating Real Estate Rental income includes rental and escalation income from operating real estate and is derived from leasing of space to various types of tenants and healthcare operators. Rental revenue recognition commences when the tenant takes legal possession of the leased space and the leased space is substantially ready for its intended use. The leases are for fixed terms of varying length and generally provide for rentals and expense reimbursements 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 rents recognized over amounts contractually due pursuant to the underlying leases are included in receivables, net on the consolidated balance sheets. The Company amortizes any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the lease. 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. This revenue is recognized in the same period as the expenses are incurred. The Company also generates operating income from operating healthcare properties. Revenue related to operating healthcare properties includes resident room and care charges and other resident service charges. Rent is charged and revenue is recognized when such services are provided, generally defined per the resident agreement as the date upon which a resident occupies a room or uses the services and is recorded in resident fee income in the consolidated statements of operations. In a situation in which a net lease(s) associated with a significant tenant has been, or is expected to be, terminated early, the Company evaluates the remaining useful life of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value and deferred leasing costs). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such amounts are included within rental and other income for above- and below-market lease intangibles and depreciation and amortization for the remaining lease related asset groups in the consolidated statements of operations. 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 investment is reclassified to held for sale. Healthcare-Related 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, together with 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. As of June 30, 2017 , the Company did not have any impaired operating real estate. 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. In June 2017, the Company completed the process of transitioning the operator for two of its properties. The Company previously recorded a full allowance on outstanding rent on the two properties and as of January 1, 2017, revenue was recognized on a cash basis until the end of the lease term on May 31, 2017. Real Estate Debt Investments Real estate debt investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect all principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of 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 investment 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 investment, a reserve is recorded with a corresponding charge to a credit provision. The reserve for each investment is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for an investment 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 investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired investment 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 investment becomes contractually current and performance is demonstrated to be resumed. Interest accrued and not collected will be reversed against interest income. An investment is written off when it is no longer realizable and/or legally discharged. As of June 30, 2017 , the Company did not have any impaired real estate debt investments. Investments in Unconsolidated Ventures The Company reviews its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value m |
Operating Real Estate
Operating Real Estate | 6 Months Ended |
Jun. 30, 2017 | |
Real Estate [Abstract] | |
Operating Real Estate | Operating Real Estate The following table presents operating real estate, net as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Land $ 245,454 $ 221,353 Land improvements 9,636 9,462 Buildings and improvements 1,426,107 1,329,118 Tenant improvements 8,332 5,172 Construction in progress 4,491 3,509 Furniture and fixtures 66,513 63,539 Subtotal 1,760,533 1,632,153 Less: Accumulated depreciation (84,877 ) (60,173 ) Operating real estate, net $ 1,675,656 $ 1,571,980 Real Estate Acquisitions Bonaventure In February 2017, the Company completed the acquisition of the Bonaventure portfolio, which is comprised of five ILF/ALFs totaling 453 units located in Oregon and Washington, for a purchase price of $98.9 million , excluding escrows and subject to customary prorations and adjustments. Oak Cottage of Santa Barbara (“Oak Cottage”) In February 2017, the Company completed the acquisition of a 40 unit MCF located in Santa Barbara, California, for a purchase price of $19.4 million , excluding escrows and subject to customary pro-rations and adjustments. The following table summarizes operating real estate acquisitions for the six months ended June 30, 2017 (dollars in thousands): Acquisition Date Type Portfolio Amount (1) Properties Units Location Financing Company ’ s Equity Ownership Interest Transaction Costs (2) February 2017 Operating Facility Bonaventure $ 99,438 5 453 Various locations $ 72,466 $ 28,459 100.0% $ 1,026 February 2017 Operating Facility Oak Cottage 19,427 1 40 Santa Barbara, CA 3,500 16,191 100.0% 233 Total $ 118,865 6 493 $ 75,966 $ 44,650 $ 1,259 _______________________________________ (1) Represents the purchase price, including deferred costs and other assets, and may be adjusted upon completion of the final purchase price allocation, which will not be later than one year from the date of acquisition. (2) Includes $0.2 million of transaction costs expensed during the year ended December 31, 2016 . The purchase price of the assets and liabilities acquired from the acquisition of the Bonaventure and Oak Cottage portfolios was preliminarily allocated 20.0% to land and 80.0% to buildings. From acquisition date through June 30, 2017 , the Company recorded aggregate revenue and net loss attributable to the Bonaventure portfolio of $5.2 million and $0.2 million , respectively, in its consolidated statements of operations. The net loss is primarily attributable to depreciation expense and transaction costs of $0.8 million and $1.0 million , respectively. From acquisition date through June 30, 2017 , the Company recorded aggregate revenue and net loss attributable to the Oak Cottage portfolio of $1.1 million and $0.2 million , respectively, in its consolidated statements of operations. The net loss is primarily attributable to transaction costs and depreciation expense of $0.2 million and $0.1 million , respectively. Winterfell In March 2016, the Company acquired NorthStar Realty’s 60.0% interest in a joint venture (the “Winterfell JV”) which owned 32 private pay ILFs (the “Winterfell portfolio”) for a purchase price of $ 537.8 million , excluding escrows and subject to customary proration and adjustments. The transaction was approved by the Company’s board of directors, including all of its independent directors, and was supported by an independent third-party appraisal for the Winterfell portfolio. The Company originally acquired a 40.0% equity interest in the Winterfell JV in May 2015. Accordingly, as of March 1, 2016, the Company held 100.0% of the equity and consolidated the Winterfell portfolio. Prior to March 1, 2016, the Company accounted for its equity investment in the Winterfell JV as an unconsolidated venture under the equity method. The Company finalized the purchase price allocation for the Winterfell portfolio as of March 31, 2017. |
Investments in Unconsolidated V
Investments in Unconsolidated Ventures | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Ventures | Investments in Unconsolidated Ventures All investments in unconsolidated ventures are accounted for under the equity method. The Company evaluates any individually significant investment in unconsolidated ventures to determine if summarized financial statement information is required for disclosure. As of June 30, 2017 , summarized financial statement information is not required for disclosure. The following tables present the Company’s investments in unconsolidated ventures as of June 30, 2017 and December 31, 2016 and activity for the three and six months ended June 30, 2017 and 2016 (dollars in thousands): Properties as of June 30, 2017 (1) Portfolio Partner (2) Acquisition Date Ownership Purchase Price (3) Equity Investment (4) Senior Housing Facilities MOB SNF Hospitals Total Eclipse Colony NorthStar/Formation Capital, LLC May-2014 5.6 % $ 1,048,000 $ 23,400 44 — 35 — 79 Envoy Formation Capital, LLC/Safanad Management Limited Sep-2014 11.4 % 145,000 5,000 — — 14 — 14 Griffin - American Colony NorthStar Dec-2014 14.3 % 3,238,547 200,600 90 108 41 14 253 Espresso Formation Capital, LLC/Safanad Management Limited Jul-2015 36.7 % 870,000 55,000 6 — 152 — 158 Trilogy Griffin-American Healthcare REIT III, Inc./Management Team of Trilogy Investors, LLC Dec-2015 29.0 % 1,162,613 225,800 8 — 67 — 75 Total $ 6,464,160 $ 509,800 148 108 309 14 579 _______________________________________ (1) Excludes properties held for sale as of June 30, 2017 . (2) During January 2017, NorthStar Realty completed its previously announced merger with Colony and NSAM, with Colony NorthStar surviving the mergers. (3) Purchase price represent the actual or implied gross purchase price for the joint venture on the acquisition date. Purchase price is not adjusted for subsequent acquisitions or dispositions of interest. (4) Represents initial and subsequent contributions to the underlying joint venture through June 30, 2017 . In January 2017, the Company funded an additional capital contribution of $5.3 million into the Trilogy joint venture. The additional funding related to certain business initiatives, including the acquisition of additional senior housing and skilled nursing facilities and repayment of certain outstanding obligations. Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 Carrying Value Depreciation, Amortization Expense & Transaction Costs Depreciation, Amortization Expense & Transaction Costs Portfolio Equity in Earnings (Losses) Cash Distributions Equity in Earnings (Losses) Cash Distributions June 30, 2017 (Unaudited) (1) December 31, 2016 (2) Eclipse $ (558 ) $ (441 ) $ 116 $ 170 $ (447 ) $ 494 $ 15,118 $ 15,932 Envoy (5 ) — — 133 179 — 6,391 6,398 Griffin - American (2,417 ) (3,579 ) 4,219 (3,337 ) (4,837 ) 2,719 136,214 144,629 Espresso (2,402 ) (1,261 ) 1,334 (1,899 ) (621 ) 1,541 23,395 29,353 Trilogy (1,673 ) (5,590 ) — (12,499 ) (16,075 ) — 164,777 164,222 Total $ (7,055 ) $ (10,871 ) $ 5,669 $ (17,432 ) $ (21,801 ) $ 4,754 $ 345,895 $ 360,534 _______________________________________ (1) Includes $1.3 million , $0.4 million , $13.4 million , $7.6 million and $9.8 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Envoy, Griffin-American, Espresso and Trilogy joint ventures, respectively. (2) Includes $1.3 million , $0.4 million , $13.4 million , $7.6 million and $9.3 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Envoy, Griffin-American, Espresso and Trilogy joint ventures, respectively. Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Depreciation, Amortization Expense & Transaction Costs Depreciation, Amortization Expense & Transaction Costs Portfolio Equity in Earnings (Losses) Cash Distributions Equity in Earnings (Losses) Cash Distributions Eclipse $ (410 ) $ (895 ) $ 404 $ 295 $ (897 ) $ 982 Envoy 172 — 179 (309 ) 178 — Griffin - American (4,534 ) (7,184 ) 5,697 (6,215 ) (9,578 ) 5,580 Winterfell (1) — — — 1,423 — 591 Espresso (2,649 ) (2,388 ) 3,307 (1,385 ) (1,753 ) 3,240 Trilogy (5,256 ) (10,690 ) — (25,278 ) (31,920 ) — Total $ (12,677 ) $ (21,157 ) $ 9,587 $ (31,469 ) $ (43,970 ) $ 10,393 _______________________________________ (1) In March 2016, the Company acquired NorthStar Realty’s 60.0% interest in the Winterfell JV. The transaction was approved by the Company’s board of directors, including all of its independent directors, and the purchase price was supported by an independent third-party appraisal for the Winterfell portfolio. The Company originally acquired a 40.0% equity interest in the Winterfell JV in May 2015. The Company accordingly now owns 100.0% of the equity in the Winterfell portfolio as of March 1, 2016 and consolidates the portfolio. Divestitures by Joint Ventures The Griffin-American joint venture sold 35 MOBs in December 2016 and one MOB in January 2017 for $782.5 million . The Company’s proportionate share of net proceeds generated from the sale after repayment of debt totaled $13.5 million , of which $0.5 million was received related to the sale in January 2017. The Company’s proportionate share of realized gains recognized from this sale was $1.2 million . |
Real Estate Debt Investments
Real Estate Debt Investments | 6 Months Ended |
Jun. 30, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
Real Estate Debt Investments | Real Estate Debt Investments The following table presents one debt investment as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Asset Type: Principal Carrying Carrying Fixed Rate Unlevered Current Yield Mezzanine loan (1) $ 75,000 $ 74,602 $ 74,558 10.0 % 10.3 % _______________________________________ (1) Loan has a maturity date of January 30, 2021 . Credit Quality Monitoring Certain debt investments are 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 June 30, 2017 , the Company’s debt investment was performing in accordance with the contractual terms of its governing documents, in all material respects, and was categorized as a performing loan. For the six months ended June 30, 2017 , the debt investment contributed more than 10.0% of the Company’s interest income. |
Healthcare-Related Securities
Healthcare-Related Securities | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Healthcare-Related Securities | Healthcare-Related Securities In October 2016, the Company purchased the Class B certificates in a $575.1 million securitization trust (Freddie Mac 2016-KS06 Mortgage Trust), which is secured by a pool of 41 mortgage loans related to senior housing facilities. The securitization trust issued $ 517.6 million of permanent, non-recourse, investment grade securitization bonds, or Class A certificates, which were purchased by unrelated third parties, and $57.5 million of subordinate Class B certificates which were purchased by the Company at a discount to par of $27.0 million , or 47.0% , and have a fixed coupon of 4.47% and produce a bond equivalent yield of 13.1% . The Company is the securitization trust’s directing certificate holder and has the ability to appoint and replace the special servicer on a majority of the mortgage loans. The remaining mortgage loans relate to properties in which the Company has an equity interest and therefore the Company is not the directing certificate holder. As such, U.S. GAAP requires the Company to consolidate the assets, liabilities, income and expenses of the securitization trust as an Investing VIE. Refer to Note 2, “Summary of Significant Accounting Policies” for further discussion on Investing VIEs . Other than the securities represented by the Company’s Class B certificates, the Company does not have any claim to the assets or exposure to the liabilities of the securitization trust. The original issuer, an unrelated third party, guarantees the interest and principal payments related to the investment grade securitization bonds in the securitization trust, therefore these obligations do not have any recourse to the general credit of the Company as the consolidator of the securitization trust. The Company’s maximum exposure to loss would not exceed the carrying value of its retained investment in the securitization trust, or the Class B certificates. The following table presents the assets and liabilities recorded on the consolidated balance sheets attributable to the securitization trust as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Assets Senior housing mortgage loans held in a securitization trust, at fair value $ 553,077 $ 553,707 Receivables 2,136 2,141 Total assets $ 555,213 $ 555,848 Liabilities Senior housing mortgage obligations issued by a securitization trust, at fair value $ 521,579 $ 522,933 Accounts payable and accrued expenses 1,929 1,934 Total liabilities $ 523,508 $ 524,867 As of June 30, 2017 , the senior housing mortgage loans and the related mortgage obligations held in the securitization trust had an unpaid principal balance of $572.5 million and $514.9 million , respectively. The Company elected the fair value option to measure the assets and liabilities of the securitization trust, which requires that changes in valuations of the securitization trust be reflected in the Company’s consolidated statements of operations. The difference between the carrying values of the senior housing mortgage loans held in the securitization trust and the carrying value of the securitized mortgage obligations was $31.5 million and $30.8 million as of June 30, 2017 and December 31, 2016 , respectively, and approximates the fair value of the Company’s underlying investment in Class B certificates of the securitization trust. Refer to Note 12, “Fair Value” for a description of the valuation techniques used to measure fair value of assets and liabilities of the Investing VIE. The following table presents the activity recorded for the three and six months ended June 30, 2017 related to the consolidated securitization trust on the consolidated statement of operations. The Company generated net income of $1.0 million and $2.0 million from its investment in Class B certificates for the three and six months ended June 30, 2017 , respectively. Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Statement of Operations Interest income on mortgage loans held in a securitized trust $ 6,486 $ 12,967 Interest expense on mortgage obligations issued by a securitization trust (4,866 ) (9,743 ) Net interest income 1,620 3,224 Other expenses related to securitization trust 990 1,966 Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net 358 724 Net income attributable to NorthStar Healthcare Income, Inc. common stockholders $ 988 $ 1,982 |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The following table presents the Company’s borrowings as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Recourse vs. Non-Recourse Final Maturity Contractual Interest Rate (1) Principal Amount (2) Carrying Value (2) Principal (2) Carrying (2) Mortgage notes payable, net Peregrine Portfolio (3) Various locations Non-recourse Dec-19 LIBOR + 3.50% $ 23,737 $ 23,351 $ 24,000 $ 23,528 Watermark Aqua Portfolio Denver, CO Non-recourse Feb-21 LIBOR + 2.92% 21,371 21,206 21,500 21,309 Frisco, TX Non-recourse Mar-21 LIBOR + 3.04% 19,917 19,770 20,000 19,830 Milford, OH Non-recourse Sep-26 LIBOR + 2.68% 18,760 18,179 18,760 18,142 Arbors Portfolio (4) Various locations Non-recourse Feb-25 3.99% 93,205 91,581 93,750 91,992 Watermark Fountains Portfolio (5) Various locations Non-recourse Jun-22 3.92% 410,000 406,024 410,000 405,564 Winterfell Portfolio (6) Various locations Non-recourse Jun-25 4.17% 648,211 623,235 648,211 620,617 Bonaventure Portfolio (7) Various locations Non-recourse Feb-27 4.66% 72,466 71,733 — — Subtotal mortgage notes payable, net 1,307,667 1,275,079 1,236,221 1,200,982 Other notes payable Oak Cottage Santa Barbara, CA Non-recourse Feb-22 6.00% 3,500 3,500 — — Total mortgage and other notes payable, net $ 1,311,167 $ 1,278,579 $ 1,236,221 $ 1,200,982 _______________________________________ (1) Floating rate borrowings are comprised of $60.0 million principal amount at one -month London Interbank Offered Rate (“LIBOR”) and $23.7 million principal amount at three -month LIBOR. (2) The difference between principal amount and carrying value of mortgage notes payable is attributable to deferred financing costs, net for all borrowings other than the Winterfell portfolio which is attributable to below market debt intangibles. (3) This mortgage note arrangement has a capacity of up to $30.0 million , subject to certain conditions, secured by four healthcare real estate properties. As of June 30, 2017 , the Company has funded approximately $7.1 million into a lender controlled reserve to comply with certain minimum financial coverage ratios, which will be released to the Company once certain conditions are satisfied. (4) Comprised of four individual mortgage notes payable secured by four healthcare real estate properties. (5) Comprised of $410.0 million principal amount of fixed rate borrowings, secured by 15 healthcare real estate properties. (6) Comprised of 32 individual mortgage notes payable secured by 32 healthcare real estate properties. (7) Comprised of five individual mortgage notes payable secured by five healthcare real estate properties. The following table presents scheduled principal payments on borrowings based on final maturity as of June 30, 2017 (dollars in thousands): July 1 to December 31, 2017 $ 1,469 Years Ending December 31: 2018 10,058 2019 44,250 2020 22,431 2021 61,460 Thereafter 1,171,499 Total $ 1,311,167 As of June 30, 2017 , the Company was in compliance with all of its financial covenants. |
Related Party Arrangements
Related Party Arrangements | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements 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, acquiring, originating 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. In June 2017, the advisory agreement was renewed for an additional one -year term commencing on June 30, 2017, with terms identical to those in effect through June 30, 2017. Fees to Advisor Asset Management Fee The Advisor 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). Incentive Fee The Advisor is entitled to receive distributions equal to 15.0% of net cash flows of the Company, whether from continuing operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.75% cumulative, non-compounded annual pre-tax return on such invested capital. Acquisition Fee The Advisor also receives fees for providing structuring, diligence, underwriting advice and related services in connection with real estate acquisitions equal to 2.25% of each real estate property acquired by the Company, including acquisition costs and any financing attributable to an equity investment (or the proportionate share thereof in the case of an indirect equity investment made through a joint venture or other investment vehicle) and 1.0% of the amount funded or allocated by the Company to acquire or originate debt investments, including acquisition costs and any financing attributable to such investments (or the proportionate share thereof in the case of an indirect investment made through a joint venture or other investment vehicle). An acquisition fee incurred related to an equity investment is generally expensed as incurred. A fee paid to the Advisor in connection with the acquisition of an equity or debt investment in an unconsolidated joint venture is generally included in investments in unconsolidated ventures on the consolidated balance sheets when the Company does not elect the fair value option for an investment. However, when the Company elects the fair value option for an investment, the Company will expense the acquisition fee. A fee paid to the Advisor in connection with 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. Disposition Fee For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the Company’s independent directors, the Advisor may receive a disposition fee of 2.0% of the contract sales price of each property sold and 1.0% of the contract sales price of each debt investment 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 is entitled to receive reimbursement for direct and indirect operating costs incurred by the Advisor in connection with administrative services provided to the Company. The Advisor allocates, in good faith, indirect costs to the Company related to the Advisor’s and its affiliates’ employees, occupancy and other general and administrative costs and expenses in accordance with the terms of, and subject to the limitations contained in, the advisory agreement with the Advisor. The indirect costs include the Company’s allocable share of the Advisor’s compensation and benefit costs associated with dedicated or partially dedicated personnel who spend all or a portion of their time managing the Company’s affairs, based upon the percentage of time devoted by such personnel to the Company’s affairs. The indirect costs also include rental and occupancy, technology, office supplies, travel and entertainment and other general and administrative costs and expenses. However, there is no reimbursement for personnel costs related to executive officers (although there may be reimbursement for certain executive officers of the Advisor) and other personnel involved in activities for which the Advisor receives an acquisition fee or a disposition fee. The Advisor allocates these costs to the Company relative to its and its affiliates’ other managed companies in good faith and has reviewed the allocation with the Company’s board of directors, including its independent directors. The Advisor updates the board of directors on a quarterly basis of any material changes to the expense allocation and provides a detailed review to the board of directors, at least annually, and as otherwise requested by the board of directors. 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 was entitled to receive reimbursement for organization and offering costs paid on behalf of the Company in connection with the Offering. The Company was obligated to reimburse the Advisor, as applicable, for organization and offering costs to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs did not exceed 15.0% of gross proceeds from the Primary Offering. The Advisor did not expect reimbursable organization and offering costs, including costs incurred in connection with the Follow-on Offering but 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. Based on gross proceeds of $1.7 billion from the Primary Offering, the Company incurred reimbursable organizational and offering costs, excluding selling commissions and dealer manager fees, of 1.0% , which was less than the 1.5% expected. The Company’s independent directors did not determine that any of the organization and offering costs were unfair and commercially unreasonable. Dealer Manager Selling Commissions and Dealer Manager Fees Pursuant to a dealer manager agreement, the Company paid NorthStar Securities, LLC (the “Dealer Manager”) selling commissions of up to 7.0% of gross proceeds from the Primary Offering, all of which were reallowed to participating broker-dealers. In addition, the Company paid the Dealer Manager a dealer manager fee of up to 3.0% of gross proceeds from the Primary Offering, a portion of which was 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 tables present the fees and reimbursements incurred to the Advisor and the Dealer Manager for the six months ended June 30, 2017 and the amount due to related party as of June 30, 2017 and December 31, 2016 (dollars in thousands): Type of Fee or Reimbursement Due to Related Party as of December 31, 2016 Six Months Ended June 30, 2017 Due to Related Party as of June 30, 2017 (Unaudited) Financial Statement Location Incurred Paid Fees to Advisor Entities Asset management Asset management and other fees-related party $ 12 $ 16,653 $ (16,650 ) $ 15 Acquisition (1) Investments in unconsolidated ventures/Asset management and other fees-related party 66 3,239 (3,305 ) — Reimbursements to Advisor Entities Operating costs (2) General and administrative expenses 141 4,267 (3,790 ) 618 Total $ 219 $ 24,159 $ (23,745 ) $ 633 _______________________________________ (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 reimbursements. From inception through June 30, 2017 , the Advisor waived $0.3 million of acquisition fees related to healthcare-related securities. The Company did not incur any disposition fees during the six months ended June 30, 2017 , nor were any such fees outstanding as of December 31, 2016 . (2) As of June 30, 2017 , the Advisor does not have any unreimbursed operating costs which remain eligible to be allocated to the Company. Investments in Joint Ventures The below table indicates the Company’s investments for which Colony NorthStar is also an equity partner in the joint venture. Each investment was approved by the Company’s board of directors, including all of its independent directors. Refer to Note 4, “Investments in Unconsolidated Ventures” for further discussion of these investments (dollars in thousands): Portfolio Partner(s) Acquisition Date Ownership Purchase Price (1) Equity Investment (2) Eclipse Colony NorthStar/Formation Capital, LLC May-2014 5.6% $ 59,097 $ 23,400 Griffin-American Colony NorthStar Dec-2014 14.3% 463,436 200,600 _______________________________________ (1) Purchase price represents the Company’s proportionate share of the actual or implied gross purchase price for the joint venture on the acquisition date. Purchase price is not adjusted for subsequent acquisitions or dispositions of interest. (2) Represents initial and subsequent contributions to the underlying joint venture through June 30, 2017 . In connection with the acquisition of the Griffin-American portfolio by NorthStar Realty, now a subsidiary of Colony NorthStar, and the Company, the Sponsor acquired a 43.0% , as adjusted, ownership interest in American Healthcare Investors, LLC (“AHI”) and Mr. James F. Flaherty III, a strategic partner of the Sponsor, acquired a 12.3% ownership 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 asset management and related services, including property management, to the Advisor, NorthStar Realty and the Company. AHI currently provides such services to the Company with respect to its interest in the Griffin-American portfolio and the Winterfell portfolio. Consequently, AHI assists the Advisor in managing the Griffin-American and Winterfell portfolios and may assist with other healthcare assets owned by the Company in the future. In December 2015, the Company, through a joint venture with Griffin-American Healthcare REIT III, Inc. (“GAHR3”), a REIT sponsored and advised by AHI, acquired a 29.0% interest in the Trilogy portfolio, a $1.2 billion healthcare portfolio and contributed $201.7 million for its interest. The purchase was approved by the Company’s board of directors, including all of its independent directors. In June 2016, in accordance with the joint venture agreement, the Company funded an additional capital contribution of $18.8 million . Additionally, in January 2017, the Company funded a capital contribution of $5.3 million for a total contribution of $225.8 million . The additional funding related to certain business initiatives, including the acquisition of additional senior housing and skilled nursing facilities and repayment of certain outstanding obligations. Origination of Mezzanine Loan In July 2015, the Company originated a $75.0 million mezzanine loan to a subsidiary of Espresso, which bears interest at a fixed rate of 10.0% per year and matures in January 2021. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 , the Company’s independent directors were granted a total of 75,449 shares of restricted common stock for an aggregate $0.7 million , based on the share price on the date of each grant, including 19,779 shares granted in June 2017. The restricted stock granted prior to 2015 generally vests quarterly over four years and the restricted stock granted in and subsequent to 2015 generally vests quarterly over two 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 approximately $51,000 and $35,000 for the three months ended June 30, 2017 and 2016 , and $ 99,000 and $69,000 for the six months ended June 30, 2017 and 2016 , 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. Unvested shares totaled 29,544 and 18,995 as of June 30, 2017 and December 31, 2016 , respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The Company stopped accepting subscriptions for the Follow-on Offering on December 17, 2015 and all of the shares initially registered for the Follow-on Offering were issued on or before January 19, 2016. From inception through June 30, 2017 , the Company issued 173.4 million shares of common stock generating gross proceeds of $1.7 billion in the Primary Offering. Distribution Reinvestment Plan The Company adopted the 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. In December 2015, the Company registered an additional 30.0 million shares to be offered pursuant to the DRP and continues to offer such shares. The purchase price per share pursuant to the Initial DRP and the Follow-on DRP was $9.50 and $9.69 , respectively. In April 2016, the DRP was amended and restated to provide that, effective on ten days’ notice, the price per share purchased pursuant to the DRP will be equal to estimated value per share of the Company’s common stock, which was $ 8.63 as of December 31, 2016 . In December 2016, the Company’s board of directors, including all of its independent directors, upon the recommendation of its audit committee, approved and established an estimated value per share of our common stock of $ 9.10 as of June 30, 2016 , based upon the estimated value of the Company’s assets less the estimated value of its liabilities as of that date. The Company expects that the next estimated value per share will be based upon its assets and liabilities as of June 30, 2017 . Effective December 7, 2016, the purchase price pursuant to the DRP is $ 9.10 per share. No selling commissions or dealer manager fees are paid on shares issued pursuant to the DRP. 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 six months ended June 30, 2017 , the Company issued 3.7 million shares of common stock totaling $33.7 million of gross offering proceeds pursuant to the DRP. For the year ended December 31, 2016 , the Company issued 7.6 million shares of common stock totaling $67.8 million of gross offering proceeds pursuant to the DRP. From inception through June 30, 2017 , the Company issued 17.4 million shares of common stock, generating gross offering proceeds of $160.5 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 annualized distribution amount of $0.675 per share of the Company’s common stock. 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 six months ended June 30, 2017 (dollars in thousands): Distributions (1) Period Cash DRP Total 2017 January $ 4,887 $ 5,752 $ 10,639 February 4,401 5,197 9,598 March 4,940 5,720 10,660 April 4,805 5,535 10,340 May 4,944 5,721 10,665 June 4,808 5,548 10,356 Total $ 28,785 $ 33,473 $ 62,258 _______________________________________ (1) Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. 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 qualifying disability. 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 six months ended June 30, 2017 , the Company repurchased 2.1 million shares of common stock for $19.2 million at an average price of $9.21 per share. For the year ended December 31, 2016, the Company repurchased 1.8 million shares of common stock for $16.1 million at an average price of $9.15 per share pursuant to the Share Repurchase Program. The Company funds repurchase requests received during a quarter with proceeds set aside for that purpose which are not expected to exceed proceeds received from its DRP. As of June 30, 2017 , there were no unfulfilled repurchase requests. |
Non-controlling Interests
Non-controlling Interests | 6 Months Ended |
Jun. 30, 2017 | |
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 three and six months ended June 30, 2017 and 2016 was de minimis. Other Other non-controlling interests represent third-party equity interests in ventures that are consolidated with the Company’s financial statements. Net income attributable to the other non-controlling interests was approximately $33,000 and $70,000 for the three and six months ended June 30, 2017 . Net loss attributable to the other non-controlling interests was approximately $34,000 and $119,000 for the three and six months ended June 30, 2016 , respectively. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2017 | |
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. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following is a description of the valuation techniques used to measure fair value of assets and liabilities accounted for at fair value on a recurring basis and the general classification of these instruments pursuant to the fair value hierarchy. Healthcare-Related Securities Investing VIEs As discussed in Note 6, “Healthcare-Related Securities,” the Company has elected the fair value option for the financial assets and liabilities of the consolidated Investing VIE. The Investing VIE is “static,” that is no reinvestment is permitted and there is very limited active management of the underlying assets. The Company is required to determine whether the fair value of the financial assets or the fair value of the financial liabilities of the Investing VIE is more observable, but in either case, the methodology results in the fair value of the assets of the securitization trust being equal to the fair value of their liabilities. The Company has determined that the fair value of the liabilities of the securitization trust is more observable, since market prices for the liabilities are available from a third-party pricing service or are based on quoted prices provided by dealers who make markets in similar financial instruments. The financial assets of the securitization trust are not readily marketable and their fair value measurement requires information that may be limited in availability. In determining the fair value of the trusts’ financial liabilities, the dealers will consider contractual cash payments and yields expected by market participants. Dealers also incorporate common market pricing methods, including a spread measurement to the treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security. The Company’s senior housing collateralized mortgage obligations are classified as Level 2 fair values. In accordance with ASC 810, Consolidation , the assets of the securitization trust is an aggregate value derived from the fair value of the trust liabilities, the Company has determined that the valuation of the trust assets in their entirety including its retained interests from the securitization (eliminated in consolidation in accordance with U.S. GAAP) should be classified as Level 3 valuations. Fair Value Hierarchy Financial assets and liabilities recorded at fair value on a recurring basis are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table presents financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 by level within the fair value hierarchy (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial Assets Senior housing mortgage loans held in a securitization trust, at fair value $ — $ — $ 553,077 $ 553,077 $ — $ — $ 553,707 $ 553,707 Financial Liabilities Senior housing mortgage obligations issued by a securitization trust, at fair value $ — $ 521,579 $ — $ 521,579 $ — $ — $ 522,933 $ 522,933 As of June 30, 2017 , the Company had no financial assets and liabilities that were accounted for at fair value on a non-recurring basis. The following table presents the changes in fair value of financial assets which are measured at fair value on a recurring basis using Level 3 inputs to determine fair value for the six months ended June 30, 2017 and year ended December 31, 2016 (dollars in thousands): Six Months Ended June 30, 2017 (Unaudited) Year Ended December 31, 2016 Beginning balance $ 553,707 $ — Purchases/contributions — 580,418 Paydowns/distributions (2,022 ) (654 ) Unrealized gain (loss) 1,392 (26,057 ) Ending balance $ 553,077 $ 553,707 The following table presents the changes in fair value of financial liabilities which are measured at fair value on a recurring basis using Level 3 inputs to determine fair value for the six months ended June 30, 2017 and year ended December 31, 2016 (dollars in thousands): Six Months Ended June 30, 2017 (Unaudited) Year Ended December 31, 2016 Beginning balance $ 522,933 $ — Purchases/contributions — 549,942 Transfers to Level 2 (1) (522,933 ) — Paydowns/distributions — (654 ) Unrealized (gain) loss — (26,355 ) Ending balance $ — $ 522,933 _______________________________________ (1) Transfers to Level 2 from Level 3 represent a fair value measurement from a third-party pricing service or broker quotations that have become more observable during the period. Transfers are assumed to occur at the beginning of the year. For the six months ended June 30, 2017 , the key unobservable inputs used in the fair value analysis included a weighted average yield of 13.1% and a weighted average life of 9.1 years. For the year ended December 31, 2016 , the key unobservable inputs used in the fair value analysis included a weighted average yield of 13.1% and a weighted average life of 9.6 years. Significant increases (decreases) in any one of the inputs described above in isolation may result in a significantly different fair value for the financial assets using such Level 3 inputs. For the six months ended June 30, 2017 , the Company recorded an unrealized gain of $1.4 million for financial assets for which the fair value option was elected. For the six months ended June 30, 2017 , the Company recorded an unrealized loss of $0.7 million for financial liabilities for which the fair value option was elected. These amounts, when incurred, are recorded net as unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net, in the consolidated statements of operations. Fair Value Option The Company may elect to apply the fair value option of accounting for certain of its financial assets or liabilities due to the nature of the instrument at the time of the initial recognition of the investment. In the case of its healthcare-related securities, the Company elected the fair value option because management believes it is a more useful presentation for such investments. 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 June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Principal Amount Carrying Value Fair Principal Amount Carrying Value Fair Financial assets: (1) Real estate debt investments, net $ 75,000 $ 74,602 $ 75,000 $ 75,000 $ 74,558 $ 72,278 Financial liabilities: (1) Mortgage and other notes payable, net $ 1,311,167 $ 1,278,579 $ 1,273,021 $ 1,236,221 $ 1,200,982 $ 1,147,406 _______________________________________ (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, Net For CRE debt investments, fair values were determined 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; or based on discounted cash flow projections of principal and interest expected to be collected, which includes consideration of the financial standing of the borrower or sponsor as well as operating results of the underlying collateral. As of the reporting date, the Company believes that principal amount approximates fair value. These fair value measurements of CRE debt are generally based on unobservable inputs, and as such, are classified as Level 3 of the fair value hierarchy. Mortgage and Other Notes Payable, Net For mortgage and other 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 | 6 Months Ended |
Jun. 30, 2017 | |
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, with a focus on properties in the mid-acuity senior housing sector, which the Company defines as ALF, MCF, SNF, ILF and CCRC. The Company’s equity investments may also include MOB, hospitals, rehabilitation facilities and ancillary healthcare services businesses. The Company’s investments are predominantly in the United States, but it also selectively makes international investments. The Company’s healthcare properties generally operate under net leases or through management agreements with independent third-party operators. • 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, commercial mortgage obligations and other securities backed primarily by loans secured by healthcare properties. • Corporate - The corporate segment includes corporate level asset management and other fees - related party and general and administrative expenses. The Company primarily generates rental and resident fee income from real estate equity investments and net interest income on real estate debt and securities investments. As of June 30, 2017 , the Company’s healthcare-related securities represent its investment in the Class B certificates of the securitization trust which are eliminated in consolidation. For the six months ended June 30, 2017 , gross revenues from two of the Company’s operators, Watermark Retirement Communities and Holiday Retirement, were 45.2% and 40.3% , respectively, of total revenues. The following tables present segment reporting for the three and six months ended June 30, 2017 and 2016 (dollars in thousands): Three Months Ended June 30, 2017 Real Estate Equity Real Estate Debt Healthcare-Related Securities Corporate (1) Subtotal Investing VIE (2) Total Rental and resident fee income $ 67,641 $ — $ — $ — $ 67,641 $ — $ 67,641 Net interest income on debt and securities — 1,918 1,013 (3) (383 ) (3) 2,548 990 (3) 3,538 Other revenue 628 — — 325 953 — 953 Property operating expenses (38,234 ) — — — (38,234 ) — (38,234 ) Interest expense (14,764 ) — — — (14,764 ) — (14,764 ) Other expenses related to securitization trust — — — — — (990 ) (990 ) Transaction costs (1,946 ) — — — (1,946 ) — (1,946 ) Asset management and other fees - related party — — — (8,437 ) (8,437 ) — (8,437 ) General and administrative expenses (290 ) (18 ) — (2,540 ) (2,848 ) — (2,848 ) Depreciation and amortization (19,851 ) — — — (19,851 ) — (19,851 ) Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net — — (25 ) 383 358 — 358 Realized gain (loss) on investments and other 90 — — — 90 — 90 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) (6,726 ) 1,900 988 (10,652 ) (14,490 ) — (14,490 ) Equity in earnings (losses) of unconsolidated ventures (7,055 ) — — — (7,055 ) — (7,055 ) Income tax benefit (expense) (15 ) — — — (15 ) — (15 ) Net income (loss) $ (13,796 ) $ 1,900 $ 988 $ (10,652 ) $ (21,560 ) $ — $ (21,560 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. (2) Investing VIEs are not considered to be a segment that the Company conducts its business through, however U.S. GAAP requires the Company, as the primary beneficiary, to present the assets and liabilities of the securitization trust on its consolidated balance sheets and recognize the related interest income and interest expense, as net interest income on the consolidated statements of operations. Though U.S. GAAP requires this presentation, the Company views its investment in the securitization trust as a net investment in healthcare-related securities. (3) Represents income earned from the healthcare-related securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost. During the three months ended June 30, 2017 , $0.4 million was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. The corresponding interest expense is recorded in net interest income in the Investing VIE column. Three Months Ended June 30, 2016 Real Estate Equity Real Estate Debt Corporate (1) Total Rental and resident fee income $ 62,830 $ — $ — $ 62,830 Interest income — 5,005 — 5,005 Other revenue 194 — — 194 Property operating expenses (34,982 ) — — (34,982 ) Interest expense (13,044 ) — — (13,044 ) Transaction costs (249 ) — — (249 ) Asset management and other fees - related party — — (8,452 ) (8,452 ) General and administrative expenses (247 ) (25 ) (8,450 ) (8,722 ) Depreciation and amortization (13,429 ) — — (13,429 ) Realized gain (loss) on investments and other 411 — — 411 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,484 4,980 (16,902 ) (10,438 ) Equity in earnings (losses) of unconsolidated ventures (17,432 ) — — (17,432 ) Income tax benefit (expense) (33 ) — — (33 ) Net income (loss) $ (15,981 ) $ 4,980 $ (16,902 ) $ (27,903 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Six Months Ended June 30, 2017 Real Estate Equity Real Estate Debt Healthcare-Related Securities Corporate (1) Subtotal Investing VIE (2) Total Rental and resident fee income $ 133,509 $ — $ — $ — $ 133,509 $ — $ 133,509 Net interest income on debt and securities — 3,815 1,991 (3) (733 ) (3) 5,073 1,966 (3) 7,039 Other revenue 1,054 — — 476 1,530 — 1,530 Property operating expenses (75,545 ) — — — (75,545 ) — (75,545 ) Interest expense (28,792 ) — — — (28,792 ) — (28,792 ) Other expenses related to securitization trust — — — — — (1,966 ) (1,966 ) Transaction costs (2,964 ) — — — (2,964 ) — (2,964 ) Asset management and other fees - related party — — — (19,417 ) (19,417 ) — (19,417 ) General and administrative expenses (420 ) (27 ) — (4,904 ) (5,351 ) — (5,351 ) Depreciation and amortization (44,769 ) — — — (44,769 ) — (44,769 ) Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net — — (9 ) 733 724 — 724 Realized gain (loss) on investments and other 118 — — — 118 — 118 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) (17,809 ) 3,788 1,982 (23,845 ) (35,884 ) — (35,884 ) Equity in earnings (losses) of unconsolidated ventures (12,677 ) — — — (12,677 ) — (12,677 ) Income tax benefit (expense) (41 ) — — — (41 ) — (41 ) Net income (loss) $ (30,527 ) $ 3,788 $ 1,982 $ (23,845 ) $ (48,602 ) $ — $ (48,602 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. (2) Investing VIEs are not considered to be a segment through which the Company conducts business, however U.S. GAAP requires the Company, as the primary beneficiary, to present the assets and liabilities of the securitization trust on its consolidated balance sheets and recognize the related interest income and interest expense, as net interest income on the consolidated statements of operations. Though U.S. GAAP requires this presentation, the Company views its investment in the securitization trust as a net investment in healthcare-related securities. (3) Represents income earned from the healthcare-related securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost. During the six months ended June 30, 2017 , $0.7 million was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. The corresponding interest expense is recorded in net interest income in the Investing VIE column. Six Months Ended June 30, 2016 Real Estate Equity Real Estate Debt Corporate (1) Total Rental and resident fee income $ 106,306 $ — $ — $ 106,306 Net interest income on debt and securities — 10,040 — 10,040 Other revenue 469 — — 469 Property operating expenses (58,379 ) — — (58,379 ) Interest expense (21,527 ) — — (21,527 ) Other expenses related to securitization trust — — — Transaction costs (1,531 ) — — (1,531 ) Asset management and other fees - related party — — (28,080 ) (28,080 ) General and administrative expenses (505 ) (49 ) (16,004 ) (16,558 ) Depreciation and amortization (25,252 ) — — (25,252 ) Realized gain (loss) on investments and other 411 — — 411 Gain (loss) on consolidation of unconsolidated venture 6,408 — — 6,408 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 6,400 9,991 (44,084 ) (27,693 ) Equity in earnings (losses) of unconsolidated ventures (31,469 ) — — (31,469 ) Income tax benefit (expense) (7,124 ) — — (7,124 ) Net income (loss) $ (32,193 ) $ 9,991 $ (44,084 ) $ (66,286 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. The following table presents total assets by segment as of June 30, 2017 and December 31, 2016 (dollars in thousands): Total Assets: Real Estate Equity (1) Real Estate Debt Healthcare-Related Securities Corporate (2) Subtotal Investing VIEs (3) Total June 30, 2017 (Unaudited) $ 2,195,005 $ 75,227 $ 31,705 $ 84,352 $ 2,386,289 $ 555,213 $ 2,941,502 December 31, 2016 2,118,877 75,204 30,981 177,299 2,402,361 555,848 2,958,209 _______________________________________ (1) Includes investments in unconsolidated joint ventures totaling $345.9 million and $360.5 million as of June 30, 2017 and December 31, 2016 , respectively. (2) Primarily includes unrestricted cash and cash equivalent balances and the elimination of healthcare-related securities in consolidation. (3) Investing VIEs are not considered to be a segment through which the Company conducts business, however U.S. GAAP requires the Company, as the primary beneficiary, to present the assets and liabilities of the securitization trust on its consolidated balance sheets and recognize the related interest income and interest expense, as net interest income on the consolidated statements of operations. Though U.S. GAAP requires this presentation, the Company’s management and chief decision makers view the Company’s investment in the securitization trust as a net investment in healthcare-related securities. As such, the Company has presented the statements of operations and balance sheets within this note in a manner consistent with the views of the Company’s management and chief decision makers. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distribution Reinvestment Plan For the period from July 1, 2017 through August 4, 2017 , the Company issued 1.2 million shares pursuant to the DRP, representing gross proceeds of $11.2 million . Share Repurchases From July 1, 2017 through August 4, 2017 , the Company repurchased 1.6 million shares for a total of $14.9 million or a weighted average price of $9.23 per share under the Share Repurchase Program that enables stockholders to sell their shares to the Company in certain circumstances, including death or a qualifying disability. The Company funds repurchase requests received during a quarter with proceeds set aside for that purpose, which are not expected to exceed proceeds received from its DRP. Investment Activity Rochester In August 2017, through a joint venture with an affiliate of Watermark Retirement Communities (“Watermark”), the Company completed its acquisition of the Rochester portfolio for a purchase price of $204.0 million , excluding escrows and subject to customary prorations and adjustments. The portfolio is comprised of nine ILF/ALFs totaling 1,307 units located in New York, as well as two land parcels. The Company funded the acquisition with approximately $88.0 million , inclusive of escrows and fees. The acquisition was financed with seven ten -year floating rate mortgage notes payable with total principal balance of $101.2 million through Fannie Mae, and the assumption of a mortgage through a national lender totaling $21.7 million . The joint venture will be owned 97.0% by a subsidiary of the Company and 3.0% by Watermark. In addition, as part of the Rochester portfolio, the Company committed to subsequently acquire a 45 unit ILF for $12.4 million , which is currently under construction. The Company expects the acquisition to be 100.0% seller financed at a rate of 6.0% with completion estimated in October 2017. Winterfell Operator Transition In July 2017, the Company commenced the transition of operations of the Winterfell portfolio, from the current manager, Holiday AL Management Sub, LLC, an affiliate of Holiday Retirement, to a new manager, Solstice Senior Living LLC, (“Solstice”). Solstice is a newly formed joint venture between affiliates of Integral Senior Living, LLC, a leading management company of ILF, ALF and MCF founded in 2000, which will own 80.0% , and the Company, which will own 20.0% . The Company expects the transition to be complete on or around November 1, 2017. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Quarterly Presentation | The accompanying unaudited 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”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2017. |
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 (“VIEs”) 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 to determine whether each investment or financing is 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 June 30, 2017 , the Company has identified certain consolidated and unconsolidated VIEs. Assets of each of the VIEs, other than the Operating Partnership, may only be used to settle obligations of the respective VIE. Creditors of each of the VIEs have no recourse to the general credit of the Company. The Company identified several VIEs which were originally consolidated under the voting interest model prior to changes in the consolidation rules under U.S. GAAP. Consolidated VIEs The most significant consolidated VIEs are the Operating Partnership, an Investing VIE (as discussed below) and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. The Operating Partnership consolidates certain properties that have non-controlling interests. Included in operating real estate, net on the Company’s consolidated balance sheet as of June 30, 2017 is $427.6 million related to such consolidated VIEs. Included in mortgage and other notes payable, net on the Company’s consolidated balance sheet as of June 30, 2017 is $291.6 million , collateralized by the real estate assets of the related consolidated VIEs. Investing VIEs The Company’s investment in a securitization financing entity (“Investing VIE”) consists of subordinate first-loss certificates in a securitization trust, generally referred to as Class B certificates, which represents interests in such VIE. Investing VIEs are structured as pass through entities that receive principal and interest payments from the underlying debt collateral assets and distribute those payments to the securitization trust’s certificate holders, including the Class B certificates. A securitization trust will name a directing certificate holder, who is generally afforded the unilateral right to terminate and appoint a replacement for the special servicer, and as such may qualify as the primary beneficiary of the trust. If it is determined that the Company is the primary beneficiary of an Investing VIE as a result of acquiring the subordinate first-loss certificates in a securitization trust, the Company would consolidate the assets, liabilities, income and expenses of the entire Investing VIE. The assets held by an Investing VIE are restricted and can only be used to fulfill its own obligations. The obligations of an Investing VIE have neither any recourse to the general credit of the Company as the consolidator of an Investing VIE, nor to any of the Company’s other consolidated entities. As of June 30, 2017 , the Company held Class B certificates in an Investing VIE for which the Company has determined it is the primary beneficiary because it has the power to direct the activities that most significantly impact the economic performance of the securitization trust. The Company’s Class B certificates, which represent the retained interest and related interest income are eliminated in consolidation. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation , the assets, liabilities (obligations to the certificate holders of the securitization trust, less the Company’s retained interest from the Class B certificates of the securitization), income and expense of the entire Investing VIE are presented in the consolidated financial statement of the Company. As a result, although the Company legally owns the Class B certificates only, U.S. GAAP requires the Company to present the assets, liabilities, income and expenses of the entire securitization trust on its consolidated financial statements. Regardless of the presentation, the Company’s consolidated financial statements of operations ultimately reflect the net income attributable to its retained interest in the Class B certificates. Refer to Note 6, “Healthcare-Related Securities” for further detail. The Company elected the fair value option for the initial recognition of the assets and liabilities of its consolidated Investing VIE. Interest income and interest expense associated with this VIE is recorded separately on the consolidated statements of operations. The Company separately presents the assets and liabilities of its consolidated Investing VIE as “Senior housing mortgage loans held in a securitization trust, at fair value” and “Senior housing mortgage obligations issued by a securitization trust, at fair value,” respectively, on its consolidated balance sheets. Refer to Note 12, “Fair Value” for further detail. The Company has adopted guidance issued by the FASB, allowing the Company to measure both the financial assets and liabilities of a qualifying collateralized financing entity (“CFE”), such as its Investing VIE, using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. As the liabilities of the Company’s Investing VIE are marketable securities with observable trade data, their fair value is more observable and will be referenced to determine the fair value for assets of its Investing VIE. Refer to section “Fair Value Option” below for further discussion. Unconsolidated VIEs As of June 30, 2017 , the Company identified unconsolidated VIEs related to its real estate equity investments with a carrying value of $345.9 million . The Company’s maximum exposure to loss as of June 30, 2017 would not exceed the carrying value of its investment in the VIEs and its investment in a mezzanine loan to a subsidiary of one of the VIEs. Based on management’s analysis, the Company determined that it is not the primary beneficiary. Accordingly, these VIEs are not consolidated in the Company’s financial statements as of June 30, 2017 . The Company did not provide financial support to its unconsolidated VIEs during the six months ended June 30, 2017 . As of June 30, 2017 , there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to its unconsolidated VIEs. |
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 or through a simple majority vote. 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 | A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method or the cost method, and for either method, the Company may elect the fair value option. The Company may account for an investment in an unconsolidated entity that does not qualify for equity method accounting using the cost method if the Company determines that it does not have significant influence. 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 records as an expense certain acquisition costs and fees associated with consolidated investments deemed to be business combinations and capitalizes these costs for investments deemed to be acquisitions of an asset, including an equity method investment. 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 a preferred return and allocation formula, 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. |
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”). The only component of OCI for the Company is foreign currency translation adjustments related to its investment in an unconsolidated venture. |
Fair Value Option | The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. The Company may elect to apply the fair value option for certain investments due to the nature of the instrument. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. The Company has elected the fair value option to account for the eligible financial assets and liabilities of its consolidated Investing VIEs in order to mitigate potential accounting mismatches between the carrying value of the instruments and the related assets and liabilities to be consolidated. The Company has adopted guidance issued by the FASB allowing the Company to measure both the financial assets and liabilities of a qualifying CFE it consolidates using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. |
Cash and Cash Equivalents | The Company considers all highly-liquid investments with an original maturity date of three months or less to be cash equivalents. 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 and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. |
Restricted Cash | Restricted cash consists of amounts related to loan origination (escrow deposits) and operating real estate (escrows for taxes, insurance, capital expenditures and payments required under certain lease agreements). |
Operating Real Estate | The Company accounts for purchases of operating real estate that qualify as business combinations using the acquisition method, where the purchase price is allocated to tangible assets such as land, building, furniture and fixtures, improvements and other identified intangibles such as in place leases, goodwill and above or below market mortgages assumed, as applicable. 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 Land improvements 15 years 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. When the Company acquires a controlling interest in an existing unconsolidated joint venture, the Company records the consolidated investment at the updated purchase price, which is reflective of fair value. The difference between the carrying value of the Company’s investment in the existing unconsolidated joint venture on the acquisition date and the Company’s share of the fair value of the investment’s purchase price is recorded in gain (loss) on consolidation of unconsolidated venture in the Company’s consolidated statements of operations. |
Real Estate Debt Investments | Real estate 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 reserve, if deemed appropriate, which would approximate 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 fair value. |
Healthcare-Related 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 has elected 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. As of June 30, 2017 , the Company held Class B certificates of a securitization trust, which represents the Company’s retained interest in the securitization trust, which the Company consolidates under U.S. GAAP. Refer to Note 6, “Healthcare-Related Securities” for further discussion. |
Deferred Costs | Deferred costs primarily 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 recorded against the carrying value of such financing and are amortized to interest expense over the term of the financing using the effective interest method. Unamortized deferred financing costs are expensed to realized gain (loss) on investments and other, when the associated borrowing is repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not occur. 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 are recorded to depreciation and amortization in the consolidated statements of operations. |
Identified Intangibles | The Company records acquired identified intangibles, which includes intangible assets (such as the value of the above-market leases, in-place leases, goodwill and other intangibles) and intangible liabilities (such as the value of below market leases), based on estimated fair value. The value allocated to the identified intangibles are amortized over the remaining lease term. Above/below-market leases for which the Company is the lessor are amortized into rental income, below-market leases for which the Company is the lessee are amortized into real estate properties-operating expense and in-place leases are amortized into depreciation and amortization expense. Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination and is not amortized. The Company performs an annual impairment test for goodwill and evaluates the recoverability whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable. In making such assessment, qualitative factors are used to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, then an impairment charge is recorded. Identified intangible assets are recorded in deferred costs and intangible assets, net on the consolidated balance sheets. |
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 Company’s directors, including a majority of its independent directors. For the six months ended June 30, 2017 , total acquisition fees and expenses did not exceed the allowed limit for any investment. 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. An acquisition fee paid to the Advisor related to the origination or acquisition of debt investments is included in real estate 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. The Company records as an expense 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 income includes rental and escalation income from operating real estate and is derived from leasing of space to various types of tenants and healthcare operators. Rental revenue recognition commences when the tenant takes legal possession of the leased space and the leased space is substantially ready for its intended use. The leases are for fixed terms of varying length and generally provide for rentals and expense reimbursements 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 rents recognized over amounts contractually due pursuant to the underlying leases are included in receivables, net on the consolidated balance sheets. The Company amortizes any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the lease. 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. This revenue is recognized in the same period as the expenses are incurred. The Company also generates operating income from operating healthcare properties. Revenue related to operating healthcare properties includes resident room and care charges and other resident service charges. Rent is charged and revenue is recognized when such services are provided, generally defined per the resident agreement as the date upon which a resident occupies a room or uses the services and is recorded in resident fee income in the consolidated statements of operations. In a situation in which a net lease(s) associated with a significant tenant has been, or is expected to be, terminated early, the Company evaluates the remaining useful life of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value and deferred leasing costs). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such amounts are included within rental and other income for above- and below-market lease intangibles and depreciation and amortization for the remaining lease related asset groups in the consolidated statements of operations. 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 investment is reclassified to held for sale. Healthcare-Related 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, together with 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. As of June 30, 2017 , the Company did not have any impaired operating real estate. 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. In June 2017, the Company completed the process of transitioning the operator for two of its properties. The Company previously recorded a full allowance on outstanding rent on the two properties and as of January 1, 2017, revenue was recognized on a cash basis until the end of the lease term on May 31, 2017. Real Estate Debt Investments Real estate debt investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect all principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of 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 investment 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 investment, a reserve is recorded with a corresponding charge to a credit provision. The reserve for each investment is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for an investment 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 investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired investment 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 investment becomes contractually current and performance is demonstrated to be resumed. Interest accrued and not collected will be reversed against interest income. An investment is written off when it is no longer realizable and/or legally discharged. As of June 30, 2017 , the Company did not have any impaired real estate debt investments. Investments in Unconsolidated Ventures The Company reviews its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company considers global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred and is considered to be other than temporary, the loss is measured as the excess of the carrying value of the investment over the estimated fair value and recorded in equity in earnings (losses) of unconsolidated ventures in the consolidated statements of operations. Healthcare-Related 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 as losses occur. Securities for which the fair value option is not elected are evaluated for OTTI quarterly. |
Foreign Currency | Assets and liabilities denominated in a foreign currency for which the functional currency is a foreign currency are translated using the currency exchange rate in effect at the end of the period presented and the results of operations for such entities are translated into U.S. dollars using the average currency exchange rate in effect during the period. The resulting foreign currency translation adjustment is recorded as a component of accumulated OCI in the consolidated statements of equity. Assets and liabilities denominated in a foreign currency for which the functional currency is the U.S. dollar are remeasured using the currency exchange rate in effect at the end of the period presented and the results of operations for such entities are remeasured into U.S. dollars using the average currency exchange rate in effect during the period. The resulting foreign currency remeasurement adjustment is recorded in unrealized gain (loss) on investments and other in the consolidated statements of operations. |
Equity-Based Compensation | The Company accounts for 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 beginning in its taxable year ended December 31, 2013. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders 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 90.0% of its REIT taxable income to its stockholders and meet certain other requirements. 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. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax and potential interest and penalties, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as a component of income tax expense, where applicable. 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. The Company made a joint election to treat certain subsidiaries as TRSs which may be subject to U.S. federal, state and local income 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. Certain subsidiaries of the Company are subject to taxation by federal, state and foreign authorities for the periods presented. Income taxes are accounted for by the asset/liability approach in accordance with U.S. GAAP. Deferred taxes, if any, represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. Such amounts arise from differences between the financial reporting and tax bases of assets and liabilities and are adjusted for changes in tax laws and tax rates in the period which such changes are enacted. A provision for income tax represents the total of income taxes paid or payable for the current period, plus the change in deferred taxes. 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. |
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. The accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. In July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The effective date of the new revenue standard for the Company will be January 1, 2018. The Company has commenced the process of adopting the new revenue standard, including forming a project team and compiling an inventory of the sources of revenue the Company expects will be impacted by the adoption of this standard. The new revenue standard specifically excludes revenue streams for which specific guidance is stipulated in other sections of the codification, therefore it will not impact rental income and interest income generated on financial instruments such as real estate debt investment and securities. The Company generates non-lease revenues, such certain resident fees in its RIDEA structures (a portion of which are not generated through leasing arrangements) and lease-related executory cost payments (payments for maintenance activities, including common area maintenance, such as cleaning services) which are considered non-lease components and subject to the new standard on revenue recognition. The Company expects to apply the revenue recognition guidance related to its common area maintenance components within leases on January 1, 2019, upon its adoption of the lease accounting update. The Company expects that the impact will be to the timing of revenue recognition and not the total revenue recognized. The Company expects that the recognition of income for its non-lease revenues in its RIDEA structures will be consistent with the current accounting model because currently the revenues associated with these services are generally recognized on a monthly basis, the period in which the related services are performed. The Company expects that the timing of other revenue recognition associated with non-lease service components that are charged outside of the resident fees may be affected by the new standards. As it relates to gains on sale of real estate, revenue recognition under the new revenue standard is largely based on the transfer of control versus continuing involvement under current guidance. Therefore, the Company expects that the new guidance will result in more transactions qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. The Company is in the process of evaluating the significance of the impact on the changes on its disclosures, the recognition pattern of its revenue and is still completing its assessment of the overall impact of adopting this update. In January 2016, the FASB issued an accounting update that addressed certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair value be measured at fair value with changes in fair value recognized in results of operations. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not have any equity investments with readily determinable fair value recorded as available-for-sale. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting update that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Additionally, the new update will require that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. The new guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest (or degree of influence) in an investee triggers equity method accounting. The update requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The update should be applied prospectively upon their effective date to increases in the level of ownership interests or degree of influence that results in the adoption of the equity method. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The Company adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In March 2016, the FASB issued guidance which amends several aspects of the accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the new guidance prospectively on January 1, 2017 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued guidance that changes the impairment model for certain financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the incurred loss approach. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures (e.g., loan commitments). The new guidance is effective for reporting periods beginning after December 15, 2019 and will be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued guidance that makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In November 2016, the FASB issued guidance which requires entities to show the changes in the total of cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for reporting periods beginning after December 15, 2017 and will be applied retrospectively to all periods presented. The Company does not believe that this guidance will have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued an accounting update to amend the guidance for determining whether a transaction involves the purchase or disposal of a business or an asset. The amendments clarify that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group of similar identifiable assets, the set and activities is not a business. The guidance is effective for fiscal years, and interim periods within those years, beginning December 15, 2017. The amendments in this update will be applied on a prospective basis. The Company expects that most acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets). A significant difference between the accounting for an asset acquisition and a business combination is that transaction costs are capitalized for an asset acquisition, rather than expensed for a business combination. In January 2017, the FASB issued guidance which removes Step 2 from the goodwill impairment test. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently assessing the potential effect the adoption of this guidance will have on its consolidated financial statements and related disclosures. In February 2017, the FASB issued an accounting update which clarifies the scope and application of recently established guidance on recognition of gains and losses from derecognition of non-financial assets, and defines in-substance non-financial assets. In addition, the guidance clarifies the accounting for partial sales of non-financial assets to be more consistent with the accounting for sale of a business. Specifically, in a partial sale to a non-customer, when a non-controlling interest is received or retained, the latter is considered a non-cash consideration and measured at fair value, which would result in full gain or loss recognized upon sale. This guidance has the same effective date as the new revenue guidance, which is January 1, 2018, with early adoption permitted beginning January 1, 2017. Both the revenue guidance and this update must be adopted concurrently. While the transition method is similar to the new revenue guidance, either full retrospective or modified retrospective, the transition approach need not be aligned between both updates. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Operating Real Estate Estimated Useful Life | 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 Land improvements 15 years Tenant improvements Lesser of the useful life or remaining term of the lease Furniture and fixtures 7 to 10 years |
Summary of Deferred Costs and Intangible Assets | The following table presents a summary of deferred costs and intangible assets as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Deferred costs and intangible assets: In-place lease value, net $ 74,137 $ 93,554 Goodwill 22,112 22,112 Other intangible assets 380 380 Subtotal intangible assets 96,629 116,046 Deferred lease costs, net 323 358 Total $ 96,952 $ 116,404 |
Schedule of Other Assets | The following table presents a summary of other assets as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Other assets: Investment deposits $ 12,593 $ 8,710 Remainder interest in condominium units (1) 3,704 4,554 Deferred tax assets 7 7 Prepaid expenses 1,734 2,114 Other 1,470 1,489 Total $ 19,508 $ 16,874 _______________________________________ (1) Represents future interests in property subject to life estates (“Remainder Interest”). |
Operating Real Estate (Tables)
Operating Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Real Estate [Abstract] | |
Schedule of Operating Real Estate | The following table presents operating real estate, net as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Land $ 245,454 $ 221,353 Land improvements 9,636 9,462 Buildings and improvements 1,426,107 1,329,118 Tenant improvements 8,332 5,172 Construction in progress 4,491 3,509 Furniture and fixtures 66,513 63,539 Subtotal 1,760,533 1,632,153 Less: Accumulated depreciation (84,877 ) (60,173 ) Operating real estate, net $ 1,675,656 $ 1,571,980 |
Schedule of Operating Real Estate Acquisitions | The following table summarizes operating real estate acquisitions for the six months ended June 30, 2017 (dollars in thousands): Acquisition Date Type Portfolio Amount (1) Properties Units Location Financing Company ’ s Equity Ownership Interest Transaction Costs (2) February 2017 Operating Facility Bonaventure $ 99,438 5 453 Various locations $ 72,466 $ 28,459 100.0% $ 1,026 February 2017 Operating Facility Oak Cottage 19,427 1 40 Santa Barbara, CA 3,500 16,191 100.0% 233 Total $ 118,865 6 493 $ 75,966 $ 44,650 $ 1,259 _______________________________________ (1) Represents the purchase price, including deferred costs and other assets, and may be adjusted upon completion of the final purchase price allocation, which will not be later than one year from the date of acquisition. (2) Includes $0.2 million of transaction costs expensed during the year ended December 31, 2016 . |
Investments in Unconsolidated25
Investments in Unconsolidated Ventures (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables present the Company’s investments in unconsolidated ventures as of June 30, 2017 and December 31, 2016 and activity for the three and six months ended June 30, 2017 and 2016 (dollars in thousands): Properties as of June 30, 2017 (1) Portfolio Partner (2) Acquisition Date Ownership Purchase Price (3) Equity Investment (4) Senior Housing Facilities MOB SNF Hospitals Total Eclipse Colony NorthStar/Formation Capital, LLC May-2014 5.6 % $ 1,048,000 $ 23,400 44 — 35 — 79 Envoy Formation Capital, LLC/Safanad Management Limited Sep-2014 11.4 % 145,000 5,000 — — 14 — 14 Griffin - American Colony NorthStar Dec-2014 14.3 % 3,238,547 200,600 90 108 41 14 253 Espresso Formation Capital, LLC/Safanad Management Limited Jul-2015 36.7 % 870,000 55,000 6 — 152 — 158 Trilogy Griffin-American Healthcare REIT III, Inc./Management Team of Trilogy Investors, LLC Dec-2015 29.0 % 1,162,613 225,800 8 — 67 — 75 Total $ 6,464,160 $ 509,800 148 108 309 14 579 _______________________________________ (1) Excludes properties held for sale as of June 30, 2017 . (2) During January 2017, NorthStar Realty completed its previously announced merger with Colony and NSAM, with Colony NorthStar surviving the mergers. (3) Purchase price represent the actual or implied gross purchase price for the joint venture on the acquisition date. Purchase price is not adjusted for subsequent acquisitions or dispositions of interest. (4) Represents initial and subsequent contributions to the underlying joint venture through June 30, 2017 . In January 2017, the Company funded an additional capital contribution of $5.3 million into the Trilogy joint venture. The additional funding related to certain business initiatives, including the acquisition of additional senior housing and skilled nursing facilities and repayment of certain outstanding obligations. Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 Carrying Value Depreciation, Amortization Expense & Transaction Costs Depreciation, Amortization Expense & Transaction Costs Portfolio Equity in Earnings (Losses) Cash Distributions Equity in Earnings (Losses) Cash Distributions June 30, 2017 (Unaudited) (1) December 31, 2016 (2) Eclipse $ (558 ) $ (441 ) $ 116 $ 170 $ (447 ) $ 494 $ 15,118 $ 15,932 Envoy (5 ) — — 133 179 — 6,391 6,398 Griffin - American (2,417 ) (3,579 ) 4,219 (3,337 ) (4,837 ) 2,719 136,214 144,629 Espresso (2,402 ) (1,261 ) 1,334 (1,899 ) (621 ) 1,541 23,395 29,353 Trilogy (1,673 ) (5,590 ) — (12,499 ) (16,075 ) — 164,777 164,222 Total $ (7,055 ) $ (10,871 ) $ 5,669 $ (17,432 ) $ (21,801 ) $ 4,754 $ 345,895 $ 360,534 _______________________________________ (1) Includes $1.3 million , $0.4 million , $13.4 million , $7.6 million and $9.8 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Envoy, Griffin-American, Espresso and Trilogy joint ventures, respectively. (2) Includes $1.3 million , $0.4 million , $13.4 million , $7.6 million and $9.3 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Envoy, Griffin-American, Espresso and Trilogy joint ventures, respectively. Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Depreciation, Amortization Expense & Transaction Costs Depreciation, Amortization Expense & Transaction Costs Portfolio Equity in Earnings (Losses) Cash Distributions Equity in Earnings (Losses) Cash Distributions Eclipse $ (410 ) $ (895 ) $ 404 $ 295 $ (897 ) $ 982 Envoy 172 — 179 (309 ) 178 — Griffin - American (4,534 ) (7,184 ) 5,697 (6,215 ) (9,578 ) 5,580 Winterfell (1) — — — 1,423 — 591 Espresso (2,649 ) (2,388 ) 3,307 (1,385 ) (1,753 ) 3,240 Trilogy (5,256 ) (10,690 ) — (25,278 ) (31,920 ) — Total $ (12,677 ) $ (21,157 ) $ 9,587 $ (31,469 ) $ (43,970 ) $ 10,393 _______________________________________ (1) In March 2016, the Company acquired NorthStar Realty’s 60.0% interest in the Winterfell JV. The transaction was approved by the Company’s board of directors, including all of its independent directors, and the purchase price was supported by an independent third-party appraisal for the Winterfell portfolio. The Company originally acquired a 40.0% equity interest in the Winterfell JV in May 2015. The Company accordingly now owns 100.0% of the equity in the Winterfell portfolio as of March 1, 2016 and consolidates the portfolio. The below table indicates the Company’s investments for which Colony NorthStar is also an equity partner in the joint venture. Each investment was approved by the Company’s board of directors, including all of its independent directors. Refer to Note 4, “Investments in Unconsolidated Ventures” for further discussion of these investments (dollars in thousands): Portfolio Partner(s) Acquisition Date Ownership Purchase Price (1) Equity Investment (2) Eclipse Colony NorthStar/Formation Capital, LLC May-2014 5.6% $ 59,097 $ 23,400 Griffin-American Colony NorthStar Dec-2014 14.3% 463,436 200,600 _______________________________________ (1) Purchase price represents the Company’s proportionate share of the actual or implied gross purchase price for the joint venture on the acquisition date. Purchase price is not adjusted for subsequent acquisitions or dispositions of interest. (2) Represents initial and subsequent contributions to the underlying joint venture through June 30, 2017 . |
Real Estate Debt Investments (T
Real Estate Debt Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
Schedule of the Company's Real Estate Debt Investments | The following table presents one debt investment as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Asset Type: Principal Carrying Carrying Fixed Rate Unlevered Current Yield Mezzanine loan (1) $ 75,000 $ 74,602 $ 74,558 10.0 % 10.3 % _______________________________________ (1) Loan has a maturity date of January 30, 2021 . |
Healthcare-Related Securities (
Healthcare-Related Securities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Financial Information of Variable Interest Entities | The following table presents the activity recorded for the three and six months ended June 30, 2017 related to the consolidated securitization trust on the consolidated statement of operations. The Company generated net income of $1.0 million and $2.0 million from its investment in Class B certificates for the three and six months ended June 30, 2017 , respectively. Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Statement of Operations Interest income on mortgage loans held in a securitized trust $ 6,486 $ 12,967 Interest expense on mortgage obligations issued by a securitization trust (4,866 ) (9,743 ) Net interest income 1,620 3,224 Other expenses related to securitization trust 990 1,966 Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net 358 724 Net income attributable to NorthStar Healthcare Income, Inc. common stockholders $ 988 $ 1,982 The following table presents the assets and liabilities recorded on the consolidated balance sheets attributable to the securitization trust as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Assets Senior housing mortgage loans held in a securitization trust, at fair value $ 553,077 $ 553,707 Receivables 2,136 2,141 Total assets $ 555,213 $ 555,848 Liabilities Senior housing mortgage obligations issued by a securitization trust, at fair value $ 521,579 $ 522,933 Accounts payable and accrued expenses 1,929 1,934 Total liabilities $ 523,508 $ 524,867 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of borrowings | The following table presents the Company’s borrowings as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Recourse vs. Non-Recourse Final Maturity Contractual Interest Rate (1) Principal Amount (2) Carrying Value (2) Principal (2) Carrying (2) Mortgage notes payable, net Peregrine Portfolio (3) Various locations Non-recourse Dec-19 LIBOR + 3.50% $ 23,737 $ 23,351 $ 24,000 $ 23,528 Watermark Aqua Portfolio Denver, CO Non-recourse Feb-21 LIBOR + 2.92% 21,371 21,206 21,500 21,309 Frisco, TX Non-recourse Mar-21 LIBOR + 3.04% 19,917 19,770 20,000 19,830 Milford, OH Non-recourse Sep-26 LIBOR + 2.68% 18,760 18,179 18,760 18,142 Arbors Portfolio (4) Various locations Non-recourse Feb-25 3.99% 93,205 91,581 93,750 91,992 Watermark Fountains Portfolio (5) Various locations Non-recourse Jun-22 3.92% 410,000 406,024 410,000 405,564 Winterfell Portfolio (6) Various locations Non-recourse Jun-25 4.17% 648,211 623,235 648,211 620,617 Bonaventure Portfolio (7) Various locations Non-recourse Feb-27 4.66% 72,466 71,733 — — Subtotal mortgage notes payable, net 1,307,667 1,275,079 1,236,221 1,200,982 Other notes payable Oak Cottage Santa Barbara, CA Non-recourse Feb-22 6.00% 3,500 3,500 — — Total mortgage and other notes payable, net $ 1,311,167 $ 1,278,579 $ 1,236,221 $ 1,200,982 _______________________________________ (1) Floating rate borrowings are comprised of $60.0 million principal amount at one -month London Interbank Offered Rate (“LIBOR”) and $23.7 million principal amount at three -month LIBOR. (2) The difference between principal amount and carrying value of mortgage notes payable is attributable to deferred financing costs, net for all borrowings other than the Winterfell portfolio which is attributable to below market debt intangibles. (3) This mortgage note arrangement has a capacity of up to $30.0 million , subject to certain conditions, secured by four healthcare real estate properties. As of June 30, 2017 , the Company has funded approximately $7.1 million into a lender controlled reserve to comply with certain minimum financial coverage ratios, which will be released to the Company once certain conditions are satisfied. (4) Comprised of four individual mortgage notes payable secured by four healthcare real estate properties. (5) Comprised of $410.0 million principal amount of fixed rate borrowings, secured by 15 healthcare real estate properties. (6) Comprised of 32 individual mortgage notes payable secured by 32 healthcare real estate properties. (7) Comprised of five individual mortgage notes payable secured by five healthcare real estate properties. |
Schedule of principal on borrowings based on final maturity | The following table presents scheduled principal payments on borrowings based on final maturity as of June 30, 2017 (dollars in thousands): July 1 to December 31, 2017 $ 1,469 Years Ending December 31: 2018 10,058 2019 44,250 2020 22,431 2021 61,460 Thereafter 1,171,499 Total $ 1,311,167 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of the Fees and Reimbursements Incurred to the Advisor and Dealer Manager | The following tables present the fees and reimbursements incurred to the Advisor and the Dealer Manager for the six months ended June 30, 2017 and the amount due to related party as of June 30, 2017 and December 31, 2016 (dollars in thousands): Type of Fee or Reimbursement Due to Related Party as of December 31, 2016 Six Months Ended June 30, 2017 Due to Related Party as of June 30, 2017 (Unaudited) Financial Statement Location Incurred Paid Fees to Advisor Entities Asset management Asset management and other fees-related party $ 12 $ 16,653 $ (16,650 ) $ 15 Acquisition (1) Investments in unconsolidated ventures/Asset management and other fees-related party 66 3,239 (3,305 ) — Reimbursements to Advisor Entities Operating costs (2) General and administrative expenses 141 4,267 (3,790 ) 618 Total $ 219 $ 24,159 $ (23,745 ) $ 633 _______________________________________ (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 reimbursements. From inception through June 30, 2017 , the Advisor waived $0.3 million of acquisition fees related to healthcare-related securities. The Company did not incur any disposition fees during the six months ended June 30, 2017 , nor were any such fees outstanding as of December 31, 2016 . (2) As of June 30, 2017 , the Advisor does not have any unreimbursed operating costs which remain eligible to be allocated to the Company. |
Schedule of Joint Ventures | The following tables present the Company’s investments in unconsolidated ventures as of June 30, 2017 and December 31, 2016 and activity for the three and six months ended June 30, 2017 and 2016 (dollars in thousands): Properties as of June 30, 2017 (1) Portfolio Partner (2) Acquisition Date Ownership Purchase Price (3) Equity Investment (4) Senior Housing Facilities MOB SNF Hospitals Total Eclipse Colony NorthStar/Formation Capital, LLC May-2014 5.6 % $ 1,048,000 $ 23,400 44 — 35 — 79 Envoy Formation Capital, LLC/Safanad Management Limited Sep-2014 11.4 % 145,000 5,000 — — 14 — 14 Griffin - American Colony NorthStar Dec-2014 14.3 % 3,238,547 200,600 90 108 41 14 253 Espresso Formation Capital, LLC/Safanad Management Limited Jul-2015 36.7 % 870,000 55,000 6 — 152 — 158 Trilogy Griffin-American Healthcare REIT III, Inc./Management Team of Trilogy Investors, LLC Dec-2015 29.0 % 1,162,613 225,800 8 — 67 — 75 Total $ 6,464,160 $ 509,800 148 108 309 14 579 _______________________________________ (1) Excludes properties held for sale as of June 30, 2017 . (2) During January 2017, NorthStar Realty completed its previously announced merger with Colony and NSAM, with Colony NorthStar surviving the mergers. (3) Purchase price represent the actual or implied gross purchase price for the joint venture on the acquisition date. Purchase price is not adjusted for subsequent acquisitions or dispositions of interest. (4) Represents initial and subsequent contributions to the underlying joint venture through June 30, 2017 . In January 2017, the Company funded an additional capital contribution of $5.3 million into the Trilogy joint venture. The additional funding related to certain business initiatives, including the acquisition of additional senior housing and skilled nursing facilities and repayment of certain outstanding obligations. Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 Carrying Value Depreciation, Amortization Expense & Transaction Costs Depreciation, Amortization Expense & Transaction Costs Portfolio Equity in Earnings (Losses) Cash Distributions Equity in Earnings (Losses) Cash Distributions June 30, 2017 (Unaudited) (1) December 31, 2016 (2) Eclipse $ (558 ) $ (441 ) $ 116 $ 170 $ (447 ) $ 494 $ 15,118 $ 15,932 Envoy (5 ) — — 133 179 — 6,391 6,398 Griffin - American (2,417 ) (3,579 ) 4,219 (3,337 ) (4,837 ) 2,719 136,214 144,629 Espresso (2,402 ) (1,261 ) 1,334 (1,899 ) (621 ) 1,541 23,395 29,353 Trilogy (1,673 ) (5,590 ) — (12,499 ) (16,075 ) — 164,777 164,222 Total $ (7,055 ) $ (10,871 ) $ 5,669 $ (17,432 ) $ (21,801 ) $ 4,754 $ 345,895 $ 360,534 _______________________________________ (1) Includes $1.3 million , $0.4 million , $13.4 million , $7.6 million and $9.8 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Envoy, Griffin-American, Espresso and Trilogy joint ventures, respectively. (2) Includes $1.3 million , $0.4 million , $13.4 million , $7.6 million and $9.3 million of capitalized acquisition costs for the Company’s investments in the Eclipse, Envoy, Griffin-American, Espresso and Trilogy joint ventures, respectively. Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Depreciation, Amortization Expense & Transaction Costs Depreciation, Amortization Expense & Transaction Costs Portfolio Equity in Earnings (Losses) Cash Distributions Equity in Earnings (Losses) Cash Distributions Eclipse $ (410 ) $ (895 ) $ 404 $ 295 $ (897 ) $ 982 Envoy 172 — 179 (309 ) 178 — Griffin - American (4,534 ) (7,184 ) 5,697 (6,215 ) (9,578 ) 5,580 Winterfell (1) — — — 1,423 — 591 Espresso (2,649 ) (2,388 ) 3,307 (1,385 ) (1,753 ) 3,240 Trilogy (5,256 ) (10,690 ) — (25,278 ) (31,920 ) — Total $ (12,677 ) $ (21,157 ) $ 9,587 $ (31,469 ) $ (43,970 ) $ 10,393 _______________________________________ (1) In March 2016, the Company acquired NorthStar Realty’s 60.0% interest in the Winterfell JV. The transaction was approved by the Company’s board of directors, including all of its independent directors, and the purchase price was supported by an independent third-party appraisal for the Winterfell portfolio. The Company originally acquired a 40.0% equity interest in the Winterfell JV in May 2015. The Company accordingly now owns 100.0% of the equity in the Winterfell portfolio as of March 1, 2016 and consolidates the portfolio. The below table indicates the Company’s investments for which Colony NorthStar is also an equity partner in the joint venture. Each investment was approved by the Company’s board of directors, including all of its independent directors. Refer to Note 4, “Investments in Unconsolidated Ventures” for further discussion of these investments (dollars in thousands): Portfolio Partner(s) Acquisition Date Ownership Purchase Price (1) Equity Investment (2) Eclipse Colony NorthStar/Formation Capital, LLC May-2014 5.6% $ 59,097 $ 23,400 Griffin-American Colony NorthStar Dec-2014 14.3% 463,436 200,600 _______________________________________ (1) Purchase price represents the Company’s proportionate share of the actual or implied gross purchase price for the joint venture on the acquisition date. Purchase price is not adjusted for subsequent acquisitions or dispositions of interest. (2) Represents initial and subsequent contributions to the underlying joint venture through June 30, 2017 . |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Dividends Declared | The following table presents distributions declared for the six months ended June 30, 2017 (dollars in thousands): Distributions (1) Period Cash DRP Total 2017 January $ 4,887 $ 5,752 $ 10,639 February 4,401 5,197 9,598 March 4,940 5,720 10,660 April 4,805 5,535 10,340 May 4,944 5,721 10,665 June 4,808 5,548 10,356 Total $ 28,785 $ 33,473 $ 62,258 _______________________________________ (1) Represents distributions declared for the period, even though such distributions are actually paid to stockholders the month following such period. |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following table presents financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 by level within the fair value hierarchy (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial Assets Senior housing mortgage loans held in a securitization trust, at fair value $ — $ — $ 553,077 $ 553,077 $ — $ — $ 553,707 $ 553,707 Financial Liabilities Senior housing mortgage obligations issued by a securitization trust, at fair value $ — $ 521,579 $ — $ 521,579 $ — $ — $ 522,933 $ 522,933 |
Change in assets measured at fair value on a recurring basis using level 3 inputs | The following table presents the changes in fair value of financial assets which are measured at fair value on a recurring basis using Level 3 inputs to determine fair value for the six months ended June 30, 2017 and year ended December 31, 2016 (dollars in thousands): Six Months Ended June 30, 2017 (Unaudited) Year Ended December 31, 2016 Beginning balance $ 553,707 $ — Purchases/contributions — 580,418 Paydowns/distributions (2,022 ) (654 ) Unrealized gain (loss) 1,392 (26,057 ) Ending balance $ 553,077 $ 553,707 |
Change in liabilities measured at fair value on a recurring basis using level 3 inputs | The following table presents the changes in fair value of financial liabilities which are measured at fair value on a recurring basis using Level 3 inputs to determine fair value for the six months ended June 30, 2017 and year ended December 31, 2016 (dollars in thousands): Six Months Ended June 30, 2017 (Unaudited) Year Ended December 31, 2016 Beginning balance $ 522,933 $ — Purchases/contributions — 549,942 Transfers to Level 2 (1) (522,933 ) — Paydowns/distributions — (654 ) Unrealized (gain) loss — (26,355 ) Ending balance $ — $ 522,933 |
Schedule of the principal amount, carrying value and fair value of certain financial assets and liabilities | . The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of June 30, 2017 and December 31, 2016 (dollars in thousands): June 30, 2017 (Unaudited) December 31, 2016 Principal Amount Carrying Value Fair Principal Amount Carrying Value Fair Financial assets: (1) Real estate debt investments, net $ 75,000 $ 74,602 $ 75,000 $ 75,000 $ 74,558 $ 72,278 Financial liabilities: (1) Mortgage and other notes payable, net $ 1,311,167 $ 1,278,579 $ 1,273,021 $ 1,236,221 $ 1,200,982 $ 1,147,406 _______________________________________ (1) The fair value of other financial instruments not included in this table is estimated to approximate their carrying valu |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting | The following tables present segment reporting for the three and six months ended June 30, 2017 and 2016 (dollars in thousands): Three Months Ended June 30, 2017 Real Estate Equity Real Estate Debt Healthcare-Related Securities Corporate (1) Subtotal Investing VIE (2) Total Rental and resident fee income $ 67,641 $ — $ — $ — $ 67,641 $ — $ 67,641 Net interest income on debt and securities — 1,918 1,013 (3) (383 ) (3) 2,548 990 (3) 3,538 Other revenue 628 — — 325 953 — 953 Property operating expenses (38,234 ) — — — (38,234 ) — (38,234 ) Interest expense (14,764 ) — — — (14,764 ) — (14,764 ) Other expenses related to securitization trust — — — — — (990 ) (990 ) Transaction costs (1,946 ) — — — (1,946 ) — (1,946 ) Asset management and other fees - related party — — — (8,437 ) (8,437 ) — (8,437 ) General and administrative expenses (290 ) (18 ) — (2,540 ) (2,848 ) — (2,848 ) Depreciation and amortization (19,851 ) — — — (19,851 ) — (19,851 ) Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net — — (25 ) 383 358 — 358 Realized gain (loss) on investments and other 90 — — — 90 — 90 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) (6,726 ) 1,900 988 (10,652 ) (14,490 ) — (14,490 ) Equity in earnings (losses) of unconsolidated ventures (7,055 ) — — — (7,055 ) — (7,055 ) Income tax benefit (expense) (15 ) — — — (15 ) — (15 ) Net income (loss) $ (13,796 ) $ 1,900 $ 988 $ (10,652 ) $ (21,560 ) $ — $ (21,560 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. (2) Investing VIEs are not considered to be a segment that the Company conducts its business through, however U.S. GAAP requires the Company, as the primary beneficiary, to present the assets and liabilities of the securitization trust on its consolidated balance sheets and recognize the related interest income and interest expense, as net interest income on the consolidated statements of operations. Though U.S. GAAP requires this presentation, the Company views its investment in the securitization trust as a net investment in healthcare-related securities. (3) Represents income earned from the healthcare-related securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost. During the three months ended June 30, 2017 , $0.4 million was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. The corresponding interest expense is recorded in net interest income in the Investing VIE column. Three Months Ended June 30, 2016 Real Estate Equity Real Estate Debt Corporate (1) Total Rental and resident fee income $ 62,830 $ — $ — $ 62,830 Interest income — 5,005 — 5,005 Other revenue 194 — — 194 Property operating expenses (34,982 ) — — (34,982 ) Interest expense (13,044 ) — — (13,044 ) Transaction costs (249 ) — — (249 ) Asset management and other fees - related party — — (8,452 ) (8,452 ) General and administrative expenses (247 ) (25 ) (8,450 ) (8,722 ) Depreciation and amortization (13,429 ) — — (13,429 ) Realized gain (loss) on investments and other 411 — — 411 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 1,484 4,980 (16,902 ) (10,438 ) Equity in earnings (losses) of unconsolidated ventures (17,432 ) — — (17,432 ) Income tax benefit (expense) (33 ) — — (33 ) Net income (loss) $ (15,981 ) $ 4,980 $ (16,902 ) $ (27,903 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. Six Months Ended June 30, 2017 Real Estate Equity Real Estate Debt Healthcare-Related Securities Corporate (1) Subtotal Investing VIE (2) Total Rental and resident fee income $ 133,509 $ — $ — $ — $ 133,509 $ — $ 133,509 Net interest income on debt and securities — 3,815 1,991 (3) (733 ) (3) 5,073 1,966 (3) 7,039 Other revenue 1,054 — — 476 1,530 — 1,530 Property operating expenses (75,545 ) — — — (75,545 ) — (75,545 ) Interest expense (28,792 ) — — — (28,792 ) — (28,792 ) Other expenses related to securitization trust — — — — — (1,966 ) (1,966 ) Transaction costs (2,964 ) — — — (2,964 ) — (2,964 ) Asset management and other fees - related party — — — (19,417 ) (19,417 ) — (19,417 ) General and administrative expenses (420 ) (27 ) — (4,904 ) (5,351 ) — (5,351 ) Depreciation and amortization (44,769 ) — — — (44,769 ) — (44,769 ) Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net — — (9 ) 733 724 — 724 Realized gain (loss) on investments and other 118 — — — 118 — 118 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) (17,809 ) 3,788 1,982 (23,845 ) (35,884 ) — (35,884 ) Equity in earnings (losses) of unconsolidated ventures (12,677 ) — — — (12,677 ) — (12,677 ) Income tax benefit (expense) (41 ) — — — (41 ) — (41 ) Net income (loss) $ (30,527 ) $ 3,788 $ 1,982 $ (23,845 ) $ (48,602 ) $ — $ (48,602 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. (2) Investing VIEs are not considered to be a segment through which the Company conducts business, however U.S. GAAP requires the Company, as the primary beneficiary, to present the assets and liabilities of the securitization trust on its consolidated balance sheets and recognize the related interest income and interest expense, as net interest income on the consolidated statements of operations. Though U.S. GAAP requires this presentation, the Company views its investment in the securitization trust as a net investment in healthcare-related securities. (3) Represents income earned from the healthcare-related securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost. During the six months ended June 30, 2017 , $0.7 million was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. The corresponding interest expense is recorded in net interest income in the Investing VIE column. Six Months Ended June 30, 2016 Real Estate Equity Real Estate Debt Corporate (1) Total Rental and resident fee income $ 106,306 $ — $ — $ 106,306 Net interest income on debt and securities — 10,040 — 10,040 Other revenue 469 — — 469 Property operating expenses (58,379 ) — — (58,379 ) Interest expense (21,527 ) — — (21,527 ) Other expenses related to securitization trust — — — Transaction costs (1,531 ) — — (1,531 ) Asset management and other fees - related party — — (28,080 ) (28,080 ) General and administrative expenses (505 ) (49 ) (16,004 ) (16,558 ) Depreciation and amortization (25,252 ) — — (25,252 ) Realized gain (loss) on investments and other 411 — — 411 Gain (loss) on consolidation of unconsolidated venture 6,408 — — 6,408 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 6,400 9,991 (44,084 ) (27,693 ) Equity in earnings (losses) of unconsolidated ventures (31,469 ) — — (31,469 ) Income tax benefit (expense) (7,124 ) — — (7,124 ) Net income (loss) $ (32,193 ) $ 9,991 $ (44,084 ) $ (66,286 ) _______________________________________ (1) Includes unallocated asset management fee-related party and general and administrative expenses. |
Summary of Assets by Segment | The following table presents total assets by segment as of June 30, 2017 and December 31, 2016 (dollars in thousands): Total Assets: Real Estate Equity (1) Real Estate Debt Healthcare-Related Securities Corporate (2) Subtotal Investing VIEs (3) Total June 30, 2017 (Unaudited) $ 2,195,005 $ 75,227 $ 31,705 $ 84,352 $ 2,386,289 $ 555,213 $ 2,941,502 December 31, 2016 2,118,877 75,204 30,981 177,299 2,402,361 555,848 2,958,209 _______________________________________ (1) Includes investments in unconsolidated joint ventures totaling $345.9 million and $360.5 million as of June 30, 2017 and December 31, 2016 , respectively. (2) Primarily includes unrestricted cash and cash equivalent balances and the elimination of healthcare-related securities in consolidation. (3) Investing VIEs are not considered to be a segment through which the Company conducts business, however U.S. GAAP requires the Company, as the primary beneficiary, to present the assets and liabilities of the securitization trust on its consolidated balance sheets and recognize the related interest income and interest expense, as net interest income on the consolidated statements of operations. Though U.S. GAAP requires this presentation, the Company’s management and chief decision makers view the Company’s investment in the securitization trust as a net investment in healthcare-related securities. As such, the Company has presented the statements of operations and balance sheets within this note in a manner consistent with the views of the Company’s management and chief decision makers. |
Business and Organization (Deta
Business and Organization (Details) | Feb. 02, 2015USD ($)shares | Jun. 30, 2017USD ($)employee$ / sharesshares | Jan. 19, 2016USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Aug. 04, 2017USD ($) | Aug. 07, 2012shares |
Class of Stock [Line Items] | ||||||
Number of employees | employee | 0 | |||||
Common stock authorized (in shares) | shares | 400,000,000 | 400,000,000 | ||||
Par value of common stock authorized (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred stock authorized (in shares) | shares | 50,000,000 | 50,000,000 | ||||
Par value of preferred stock authorized (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Proceeds from initial offering | $ 1,100,000,000 | |||||
Follow-on public offering | $ 700,000,000 | |||||
Net proceeds from issuance of common stock | $ 296,000 | |||||
Subsequent event | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from issuance of common stock | $ 1,900,000,000 | |||||
Initial Primary Offering | ||||||
Class of Stock [Line Items] | ||||||
Shares available (in shares) | shares | 100,000,000 | |||||
Dividend Reinvestment Plan | ||||||
Class of Stock [Line Items] | ||||||
Shares available (in shares) | shares | 8,600,000 | 30,000,000 | 10,500,000 | |||
Follow-on public offering | $ 200,000,000 | |||||
Dividend Reinvestment Plan | Subsequent event | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from issuance of common stock | $ 171,800,000 | |||||
Follow-on Primary Offering | ||||||
Class of Stock [Line Items] | ||||||
Follow-on public offering | $ 500,000,000 | |||||
Primary Beneficiary | ||||||
Class of Stock [Line Items] | ||||||
Limited partnership interest in operating partnership | 99.99% | |||||
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 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)lease | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Variable Interest Entities | |||||
VIE carrying value | $ 345,900 | $ 345,900 | $ 345,900 | ||
Identified Intangibles | |||||
Acquisition fee and expense cap | 6.00% | 6.00% | 6.00% | ||
Operating Real Estate | |||||
Number of leases amended | lease | 2 | ||||
Credit Losses and Impairment on Investments | |||||
Period past due for suspension of income recognition | 90 days | ||||
Income Taxes | |||||
Income tax expense | $ 15 | $ 33 | $ 41 | $ 7,124 | |
Maximum | |||||
Income Taxes | |||||
Income tax expense | $ 100 | ||||
Variable Interest Entity, Primary Beneficiary | Operating Real Estate | |||||
Variable Interest Entities | |||||
Assets of consolidated VIEs | $ 427,600 | 427,600 | 427,600 | ||
Variable Interest Entity, Primary Beneficiary | Mortgage Notes Payable | |||||
Variable Interest Entities | |||||
Liabilities of consolidated VIEs | $ 291,600 | $ 291,600 | $ 291,600 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 40 years |
Land improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 15 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 10 years |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Deferred Costs and Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred costs and intangible assets: | ||
In-place lease value, net | $ 74,137 | $ 93,554 |
Goodwill | 22,112 | 22,112 |
Other intangible assets | 380 | 380 |
Subtotal intangible assets | 96,629 | 116,046 |
Deferred lease costs, net | 323 | 358 |
Total | $ 96,952 | $ 116,404 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Other Assets and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Other assets: | ||
Investment deposits | $ 12,593 | $ 8,710 |
Remainder interest in condominium units | 3,704 | 4,554 |
Deferred tax assets | 7 | 7 |
Prepaid expenses | 1,734 | 2,114 |
Other | 1,470 | 1,489 |
Total | $ 19,508 | $ 16,874 |
Operating Real Estate - Identif
Operating Real Estate - Identifiable Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Real Estate [Abstract] | ||
Land | $ 245,454 | $ 221,353 |
Land improvements | 9,636 | 9,462 |
Buildings and improvements | 1,426,107 | 1,329,118 |
Tenant improvements | 8,332 | 5,172 |
Construction in progress | 4,491 | 3,509 |
Furniture and fixtures | 66,513 | 63,539 |
Subtotal | 1,760,533 | 1,632,153 |
Less: Accumulated depreciation | (84,877) | (60,173) |
Operating real estate, net | $ 1,675,656 | $ 1,571,980 |
Operating Real Estate - Narrati
Operating Real Estate - Narrative (Details) $ in Millions | 1 Months Ended | 5 Months Ended | |||
Feb. 28, 2017USD ($)propertyunit | Mar. 31, 2016USD ($)facility | Jun. 30, 2017USD ($)propertyunit | Mar. 01, 2016 | May 31, 2015 | |
Business Acquisition [Line Items] | |||||
Number of properties acquired | property | 6 | ||||
Number of units acquired | unit | 493 | ||||
Bonaventure | |||||
Business Acquisition [Line Items] | |||||
Number of properties acquired | property | 5 | 5 | |||
Number of units acquired | unit | 453 | 453 | |||
Purchase price | $ 98.9 | ||||
Aggregate revenue attributable to acquisitions | $ 5.2 | ||||
Net loss attributable to acquisitions | 0.2 | ||||
Depreciation expense attributable to acquisitions | 0.8 | ||||
Transaction costs attributable to acquisitions | $ 1 | ||||
Ownership Interest | 100.00% | ||||
Oak Cottage | |||||
Business Acquisition [Line Items] | |||||
Number of properties acquired | property | 1 | ||||
Number of units acquired | unit | 40 | 40 | |||
Purchase price | $ 19.4 | ||||
Aggregate revenue attributable to acquisitions | $ 1.1 | ||||
Net loss attributable to acquisitions | 0.2 | ||||
Depreciation expense attributable to acquisitions | 0.1 | ||||
Transaction costs attributable to acquisitions | $ 0.2 | ||||
Ownership Interest | 100.00% | ||||
Bonaventure and Oak Cottage portfolios | |||||
Business Acquisition [Line Items] | |||||
Percentage of purchase price allocated to land | 20.00% | ||||
Percentage of purchase price allocated to building | 80.00% | ||||
Winterfell | |||||
Business Acquisition [Line Items] | |||||
Number of properties acquired | facility | 32 | ||||
Purchase price | $ 537.8 | ||||
Ownership interest acquired | 60.00% | ||||
Ownership interest originally acquired | 40.00% | ||||
Ownership Interest | 100.00% |
Operating Real Estate - Real Es
Operating Real Estate - Real Estate Acquisitions (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017USD ($)propertyunit | Feb. 28, 2017propertyunit | Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |||
Amount | $ 118,865 | ||
Properties | property | 6 | ||
Units | unit | 493 | ||
Financing | $ 75,966 | ||
Company’s Equity | 44,650 | ||
Transaction Costs | 1,259 | $ 200 | |
Bonaventure | |||
Business Acquisition [Line Items] | |||
Amount | $ 99,438 | ||
Properties | property | 5 | 5 | |
Units | unit | 453 | 453 | |
Financing | $ 72,466 | ||
Company’s Equity | $ 28,459 | ||
Ownership Interest | 100.00% | ||
Transaction Costs | $ 1,026 | ||
Oak Cottage | |||
Business Acquisition [Line Items] | |||
Amount | $ 19,427 | ||
Properties | property | 1 | ||
Units | unit | 40 | 40 | |
Financing | $ 3,500 | ||
Company’s Equity | $ 16,191 | ||
Ownership Interest | 100.00% | ||
Transaction Costs | $ 233 |
Investments in Unconsolidated41
Investments in Unconsolidated Ventures - Summary of Unconsolidated Ventures (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 14 Months Ended | |||||||||||
Jan. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2017USD ($)facility | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)facility | Jun. 30, 2016USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016 | Jul. 31, 2015USD ($) | May 31, 2015 | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | May 31, 2014USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Purchase Price | $ 6,464,160 | $ 6,464,160 | |||||||||||||
Equity Investment | $ 509,800 | $ 509,800 | |||||||||||||
Properties as of June 30, 2017 | facility | 579 | 579 | |||||||||||||
Equity in Earnings (Losses) | $ (7,055) | $ (17,432) | $ (12,677) | $ (31,469) | |||||||||||
Depreciation, Amortization Expense & Transaction Costs | (10,871) | (21,801) | (21,157) | (43,970) | |||||||||||
Cash Distributions | 5,669 | 4,754 | 9,587 | 10,393 | |||||||||||
Carrying Value | $ 345,895 | 345,895 | $ 360,534 | ||||||||||||
Payments to acquire interest in joint venture | $ 6,045 | 18,911 | |||||||||||||
Senior Housing Facilities | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 148 | 148 | |||||||||||||
MOB | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 108 | 108 | |||||||||||||
SNF | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 309 | 309 | |||||||||||||
Hospitals | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 14 | 14 | |||||||||||||
Eclipse | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Ownership | 5.60% | 5.60% | |||||||||||||
Purchase Price | $ 1,048,000 | ||||||||||||||
Equity Investment | $ 23,400 | $ 23,400 | |||||||||||||
Properties as of June 30, 2017 | facility | 79 | 79 | |||||||||||||
Equity in Earnings (Losses) | $ (558) | 170 | $ (410) | 295 | |||||||||||
Depreciation, Amortization Expense & Transaction Costs | (441) | (447) | (895) | (897) | |||||||||||
Cash Distributions | 116 | 494 | 404 | 982 | |||||||||||
Carrying Value | 15,118 | 15,118 | 15,932 | ||||||||||||
Capitalized acquisition costs | $ 1,300 | $ 1,300 | 1,300 | ||||||||||||
Eclipse | Senior Housing Facilities | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 44 | 44 | |||||||||||||
Eclipse | MOB | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Eclipse | SNF | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 35 | 35 | |||||||||||||
Eclipse | Hospitals | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Envoy | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Ownership | 11.40% | 11.40% | |||||||||||||
Purchase Price | $ 145,000 | ||||||||||||||
Equity Investment | $ 5,000 | $ 5,000 | |||||||||||||
Properties as of June 30, 2017 | facility | 14 | 14 | |||||||||||||
Equity in Earnings (Losses) | $ (5) | 133 | $ 172 | (309) | |||||||||||
Depreciation, Amortization Expense & Transaction Costs | 0 | 179 | 0 | 178 | |||||||||||
Cash Distributions | 0 | 0 | 179 | 0 | |||||||||||
Carrying Value | 6,391 | 6,391 | 6,398 | ||||||||||||
Capitalized acquisition costs | $ 400 | $ 400 | 400 | ||||||||||||
Envoy | Senior Housing Facilities | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Envoy | MOB | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Envoy | SNF | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 14 | 14 | |||||||||||||
Envoy | Hospitals | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Griffin - American | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Ownership | 14.30% | 14.30% | |||||||||||||
Purchase Price | $ 3,238,547 | ||||||||||||||
Equity Investment | $ 200,600 | $ 200,600 | |||||||||||||
Properties as of June 30, 2017 | facility | 253 | 253 | |||||||||||||
Equity in Earnings (Losses) | $ (2,417) | (3,337) | $ (4,534) | (6,215) | |||||||||||
Depreciation, Amortization Expense & Transaction Costs | (3,579) | (4,837) | (7,184) | (9,578) | |||||||||||
Cash Distributions | 4,219 | 2,719 | 5,697 | 5,580 | |||||||||||
Carrying Value | 136,214 | 136,214 | 144,629 | ||||||||||||
Capitalized acquisition costs | $ 13,400 | $ 13,400 | 13,400 | ||||||||||||
Griffin - American | Senior Housing Facilities | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 90 | 90 | |||||||||||||
Griffin - American | MOB | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 108 | 108 | |||||||||||||
Griffin - American | SNF | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 41 | 41 | |||||||||||||
Griffin - American | Hospitals | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 14 | 14 | |||||||||||||
Winterfell | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity in Earnings (Losses) | $ 0 | 1,423 | |||||||||||||
Depreciation, Amortization Expense & Transaction Costs | 0 | 0 | |||||||||||||
Cash Distributions | $ 0 | 591 | |||||||||||||
Ownership interest acquired | 60.00% | 40.00% | |||||||||||||
Ownership interest | 100.00% | ||||||||||||||
Espresso | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Ownership | 36.70% | 36.70% | |||||||||||||
Purchase Price | $ 870,000 | ||||||||||||||
Equity Investment | $ 55,000 | $ 55,000 | |||||||||||||
Properties as of June 30, 2017 | facility | 158 | 158 | |||||||||||||
Equity in Earnings (Losses) | $ (2,402) | (1,899) | $ (2,649) | (1,385) | |||||||||||
Depreciation, Amortization Expense & Transaction Costs | (1,261) | (621) | (2,388) | (1,753) | |||||||||||
Cash Distributions | 1,334 | 1,541 | 3,307 | 3,240 | |||||||||||
Carrying Value | 23,395 | 23,395 | 29,353 | ||||||||||||
Capitalized acquisition costs | $ 7,600 | $ 7,600 | 7,600 | ||||||||||||
Espresso | Senior Housing Facilities | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 6 | 6 | |||||||||||||
Espresso | MOB | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Espresso | SNF | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 152 | 152 | |||||||||||||
Espresso | Hospitals | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Trilogy | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Ownership | 29.00% | 29.00% | 29.00% | ||||||||||||
Purchase Price | $ 1,162,613 | ||||||||||||||
Equity Investment | $ 225,800 | $ 225,800 | |||||||||||||
Properties as of June 30, 2017 | facility | 75 | 75 | |||||||||||||
Equity in Earnings (Losses) | $ (1,673) | (12,499) | $ (5,256) | (25,278) | |||||||||||
Depreciation, Amortization Expense & Transaction Costs | (5,590) | (16,075) | (10,690) | (31,920) | |||||||||||
Cash Distributions | 0 | $ 0 | 0 | $ 0 | |||||||||||
Carrying Value | 164,777 | 164,777 | 164,222 | ||||||||||||
Capitalized acquisition costs | $ 9,800 | $ 9,800 | $ 9,300 | ||||||||||||
Payments to acquire interest in joint venture | $ 5,300 | $ 18,800 | $ 201,700 | $ 225,800 | |||||||||||
Trilogy | Senior Housing Facilities | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 8 | 8 | |||||||||||||
Trilogy | MOB | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 | |||||||||||||
Trilogy | SNF | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 67 | 67 | |||||||||||||
Trilogy | Hospitals | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Properties as of June 30, 2017 | facility | 0 | 0 |
Investments in Unconsolidated42
Investments in Unconsolidated Ventures - Narrative (Details) - Griffin-American Medical Office Buildings - Disposal Group, Not Discontinued Operations $ in Millions | 1 Months Ended | 2 Months Ended | |
Jan. 31, 2017USD ($)facility | Dec. 31, 2016facility | Jan. 31, 2017USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Net proceeds from divestiture of business | $ 0.5 | $ 13.5 | |
Realized gain (loss) on sale | 1.2 | ||
Griffin - American | |||
Schedule of Equity Method Investments [Line Items] | |||
Disposition of business, consideration | $ 782.5 | $ 782.5 | |
Griffin - American | MOB | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of facilities sold | facility | 1 | 35 |
Real Estate Debt Investments -
Real Estate Debt Investments - Schedule of the company's real estate debt investment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Mortgage Loans on Real Estate [Line Items] | ||
Carrying Value | $ 74,602 | $ 74,558 |
Mezzanine loans | ||
Mortgage Loans on Real Estate [Line Items] | ||
Principal Amount | 75,000 | |
Carrying Value | $ 74,602 | $ 74,558 |
Mezzanine loans | Weighted Average | ||
Mortgage Loans on Real Estate [Line Items] | ||
Fixed Rate | 10.00% | |
Unlevered Current Yield | 10.30% |
Real Estate Debt Investments 44
Real Estate Debt Investments - Narrative (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
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 (more than) | 10.00% |
Healthcare-Related Securities -
Healthcare-Related Securities - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2016USD ($)loan | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||||||
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ (21,593) | $ (27,869) | $ (48,672) | $ (66,167) | ||
Freddie Mac 2016-KS06 Mortgage Trust | ||||||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||||||
Unpaid principal amount on senior housing mortgage loans held in securitization trust | 572,500 | 572,500 | ||||
Unpaid principal on mortgage obligations held in securitization trust | 514,900 | 514,900 | ||||
Maximum exposure to loss | 31,500 | 31,500 | $ 30,800 | |||
Freddie Mac 2016-KS06 Mortgage Trust | Variable Interest Entity, Primary Beneficiary | ||||||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||||||
Securitization trust | $ 575,100 | |||||
Count | loan | 41 | |||||
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ 988 | $ 1,982 | ||||
Freddie Mac 2016-KS06 Mortgage Trust | Securitization Bonds | Variable Interest Entity, Primary Beneficiary | ||||||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||||||
Securitization trust | $ 517,600 | |||||
Freddie Mac 2016-KS06 Mortgage Trust | Class B Certificates | Variable Interest Entity, Primary Beneficiary | ||||||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||||||
Par value | 57,500 | |||||
Discount | $ 27,000 | |||||
Discount, percent | 47.00% | |||||
Fixed interest rate | 4.47% | |||||
Yield | 13.10% |
Healthcare-Related Securities46
Healthcare-Related Securities - Assets and Liabilities Recorded on the Balance Sheet Related to Securitized Trust Consolidated as a VIE (Details) - Freddie Mac 2016-KS06 Mortgage Trust - Primary Beneficiary - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Senior housing mortgage loans held in a securitization trust, at fair value | ||
Assets | ||
Assets | $ 553,077 | $ 553,707 |
Receivables | ||
Assets | ||
Assets | 2,136 | 2,141 |
Total assets | ||
Assets | ||
Assets | 555,213 | 555,848 |
Senior housing mortgage obligations issued by a securitization trust, at fair value | ||
Liabilities | ||
Liabilities | 521,579 | 522,933 |
Accounts payable and accrued expenses | ||
Liabilities | ||
Liabilities | 1,929 | 1,934 |
Total liabilities | ||
Liabilities | ||
Liabilities | $ 523,508 | $ 524,867 |
Healthcare-Related Securities47
Healthcare-Related Securities - Activity Reported on the Statement of Operations Related to the Securitization Investing VIE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Variable Interest Entity [Line Items] | ||||
Interest expense on mortgage obligations issued by a securitization trust | $ (4,866) | $ 0 | $ (9,743) | $ 0 |
Net interest income | 3,538 | 5,005 | 7,039 | 10,040 |
Other expenses related to securitization trust | (990) | 0 | (1,966) | 0 |
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 358 | 0 | 724 | 0 |
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | (21,593) | $ (27,869) | (48,672) | $ (66,167) |
Freddie Mac 2016-KS06 Mortgage Trust | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Interest income on mortgage loans held in a securitized trust | 6,486 | 12,967 | ||
Interest expense on mortgage obligations issued by a securitization trust | (4,866) | (9,743) | ||
Net interest income | 1,620 | 3,224 | ||
Other expenses related to securitization trust | 990 | 1,966 | ||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 358 | 724 | ||
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ 988 | $ 1,982 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)propertydebt_instrument | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Carrying Value | $ 1,311,167 | |
Watermark Fountains Portfolio | ||
Debt Instrument [Line Items] | ||
Number of healthcare real estate properties | property | 15 | |
Winterfell Portfolio | ||
Debt Instrument [Line Items] | ||
Number of healthcare real estate properties | property | 32 | |
Mortgage notes payable, net | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 1,311,167 | $ 1,236,221 |
Carrying Value | $ 1,278,579 | 1,200,982 |
Mortgage notes payable, net | Arbors Portfolio | ||
Debt Instrument [Line Items] | ||
Number of debt instruments | debt_instrument | 4 | |
Number of healthcare real estate properties | property | 4 | |
Mortgage notes payable, net | Winterfell Portfolio | ||
Debt Instrument [Line Items] | ||
Number of debt instruments | debt_instrument | 32 | |
Mortgage notes payable, net | Bonaventure | ||
Debt Instrument [Line Items] | ||
Number of debt instruments | debt_instrument | 5 | |
Number of healthcare real estate properties | property | 5 | |
Mortgage notes payable, net | Non-Recourse | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 1,307,667 | 1,236,221 |
Carrying Value | 1,275,079 | 1,200,982 |
Mortgage notes payable, net | Non-Recourse | Peregrine Portfolio | ||
Debt Instrument [Line Items] | ||
Principal Amount | 23,737 | 24,000 |
Carrying Value | $ 23,351 | 23,528 |
Number of properties securing debt | property | 4 | |
Lender controlled reverse | $ 7,100 | |
Mortgage notes payable, net | Non-Recourse | Peregrine Portfolio | Maximum | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 30,000 | |
Mortgage notes payable, net | Non-Recourse | Peregrine Portfolio | LIBOR | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 3.50% | |
Mortgage notes payable, net | Non-Recourse | Arbors Portfolio | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 3.99% | |
Principal Amount | $ 93,205 | 93,750 |
Carrying Value | $ 91,581 | 91,992 |
Mortgage notes payable, net | Non-Recourse | Watermark Fountains Portfolio | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 3.92% | |
Principal Amount | $ 410,000 | 410,000 |
Carrying Value | $ 406,024 | 405,564 |
Mortgage notes payable, net | Non-Recourse | Winterfell Portfolio | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 4.17% | |
Principal Amount | $ 648,211 | 648,211 |
Carrying Value | $ 623,235 | 620,617 |
Mortgage notes payable, net | Non-Recourse | Bonaventure | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 4.66% | |
Principal Amount | $ 72,466 | 0 |
Carrying Value | 71,733 | 0 |
Mortgage notes payable, net | Denver, CO Non-recourse | Denver, CO | ||
Debt Instrument [Line Items] | ||
Principal Amount | 21,371 | 21,500 |
Carrying Value | $ 21,206 | 21,309 |
Mortgage notes payable, net | Denver, CO Non-recourse | Denver, CO | LIBOR | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 2.92% | |
Mortgage notes payable, net | Frisco, TX Non-recourse | Frisco, TX | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 19,917 | 20,000 |
Carrying Value | $ 19,770 | 19,830 |
Mortgage notes payable, net | Frisco, TX Non-recourse | Frisco, TX | LIBOR | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 3.04% | |
Mortgage notes payable, net | Milford, OH Non-recourse | Milford, OH | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 18,760 | 18,760 |
Carrying Value | $ 18,179 | 18,142 |
Mortgage notes payable, net | Milford, OH Non-recourse | Milford, OH | LIBOR | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 2.68% | |
Mortgage notes payable, net | One-Month LIBOR | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 60,000 | |
Mortgage notes payable, net | Three-Month LIBOR | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 23,700 | |
Other notes payable | Non-Recourse | Oak Cottage | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 6.00% | |
Principal Amount | $ 3,500 | 0 |
Carrying Value | $ 3,500 | $ 0 |
Borrowings - Maturity Schedule
Borrowings - Maturity Schedule (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
July 1 to December 31, 2017 | $ 1,469 |
2,018 | 10,058 |
2,019 | 44,250 |
2,020 | 22,431 |
2,021 | 61,460 |
Thereafter | 1,171,499 |
Total | $ 1,311,167 |
Related Party Arrangements - Ad
Related Party Arrangements - Advisor (Details) | 1 Months Ended |
Jun. 30, 2016 | |
Advisor | |
Related Party Transaction [Line Items] | |
Term of renewal (in years) | 1 year |
Related Party Arrangements - Fe
Related Party Arrangements - Fees to Advisor (Narrative) (Details) - Advisor | 6 Months Ended |
Jun. 30, 2017 | |
Asset Management Fees | |
Related Party Transaction [Line Items] | |
Monthly asset management fees as a percentage of investment amount | 0.08333% |
Asset acquisition fee as a percentage of principal amount funded to originate debt, including acquisition expenses and any financing attributable to the investment | 1.00% |
Incentive Fee | |
Related Party Transaction [Line Items] | |
Incentive fee distributions, percent of net cash flows | 15.00% |
Incentive fee distributions, minimum non-compounded annual pre-tax return on invested capital | 6.75% |
Asset Acquisition Fee | |
Related Party Transaction [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 | 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 | 2.25% |
Asset Disposition Fee | |
Related Party Transaction [Line Items] | |
Asset disposition fee as a percentage of contract sales price of property sold | 2.00% |
Asset disposition fee as a percentage of contract sales price of debt investment sold | 1.00% |
Asset disposition fee as a percentage of the debt investment prior to such transaction | 1.00% |
Related Party Arrangements - Re
Related Party Arrangements - Reimbursements to Advisor (Narrative) (Details) - Advisor | 6 Months Ended |
Jun. 30, 2017USD ($)quarter | |
Operating Costs | |
Related Party Transaction [Line Items] | |
Reimbursement of personnel costs related to executive officers and other personnel involved in activities for which the Advisor receives an acquisition fee or disposition fee | $ 0 |
Number of preceding fiscal quarters | quarter | 4 |
Reimbursement expense period | 12 months |
Operating Costs | Maximum | |
Related Party Transaction [Line Items] | |
Percentage of average invested assets reimbursable as operating costs | 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 | 25.00% |
Organization and Offering Costs | |
Related Party Transaction [Line Items] | |
Gross proceeds from primary offering | $ 1,700,000,000 |
Reimbursable organization and offering costs, excluding selling commissions and dealer manager fee, as a percentage of total proceeds | 1.00% |
Organization and Offering Costs | Maximum | |
Related Party Transaction [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 | 1.50% |
Related Party Arrangements - De
Related Party Arrangements - Dealer Manager (Narrative) (Details) - Maximum - Dealer Manager - Selling Commissions Or Dealer Manager Fees | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Selling commissions as a percentage of gross offering proceeds from the primary offering | 7.00% |
Dealer manager fee as a percentage of gross offering proceeds from the primary offering | 3.00% |
Selling commissions or dealer manager fees paid for sales pursuant to distribution reinvestment plan | $ 0 |
Related Party Arrangements - Sc
Related Party Arrangements - Schedule of Fees and Reimbursements (Details) - USD ($) $ in Thousands | 6 Months Ended | 81 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Related Party Transaction, Due to Related Parties [Roll Forward] | ||
Due to related party, beginning balance | $ 219 | |
Incurred | 24,159 | |
Paid | (23,745) | |
Due to related party, ending balance | 633 | $ 633 |
Advisor | Asset management | Asset management and other fees-related party | ||
Related Party Transaction, Due to Related Parties [Roll Forward] | ||
Due to related party, beginning balance | 12 | |
Incurred | 16,653 | |
Paid | (16,650) | |
Due to related party, ending balance | 15 | 15 |
Advisor | Acquisition | Investments in unconsolidated ventures/Asset management and other fees-related party | ||
Related Party Transaction, Due to Related Parties [Roll Forward] | ||
Due to related party, beginning balance | 66 | |
Incurred | 3,239 | |
Paid | (3,305) | |
Due to related party, ending balance | 0 | 0 |
Advisor | Operating costs | General and administrative expenses | ||
Related Party Transaction, Due to Related Parties [Roll Forward] | ||
Due to related party, beginning balance | 141 | |
Incurred | 4,267 | |
Paid | (3,790) | |
Due to related party, ending balance | $ 618 | 618 |
Advisor | Acquisition Fee Expense Waived | Investments in unconsolidated ventures/Asset management and other fees-related party | ||
Related Party Transaction, Due to Related Parties [Roll Forward] | ||
Incurred unreimbursed offering costs | $ 300 |
Related Party Arrangements - In
Related Party Arrangements - Investments in Joint Ventures (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 14 Months Ended | |||||
Jan. 31, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Investment portfolio | $ 1,675,656 | $ 1,571,980 | ||||||
Payments to acquire interest in joint venture | $ 6,045 | $ 18,911 | ||||||
American Healthcare Investors, LLC | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership interest (as a percentage) | 43.00% | |||||||
American Healthcare Investors, LLC | Mr. James F. Flaherty III | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership interest (as a percentage) | 12.30% | |||||||
The Trilogy Portfolio | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership interest (as a percentage) | 29.00% | 29.00% | ||||||
Investment portfolio | $ 1,200,000 | |||||||
Payments to acquire interest in joint venture | $ 5,300 | $ 18,800 | $ 201,700 | $ 225,800 |
Related Party Arrangements - 56
Related Party Arrangements - Schedule of Joint Ventures (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2014 | May 31, 2014 |
Related Party Transaction [Line Items] | |||
Equity Investment | $ 509,800 | ||
Eclipse | |||
Related Party Transaction [Line Items] | |||
Ownership interest (as a percentage) | 5.60% | ||
Equity Investment | $ 23,400 | ||
Griffin - American | |||
Related Party Transaction [Line Items] | |||
Ownership interest (as a percentage) | 14.30% | ||
Equity Investment | $ 200,600 | ||
Colony NorthStar, Inc. | Eclipse | |||
Related Party Transaction [Line Items] | |||
Ownership interest (as a percentage) | 5.60% | ||
Equity Investment | $ 23,400 | $ 59,097 | |
Colony NorthStar, Inc. | Griffin - American | |||
Related Party Transaction [Line Items] | |||
Ownership interest (as a percentage) | 14.30% | ||
Equity Investment | $ 200,600 | $ 463,436 |
Related Party Arrangements - Or
Related Party Arrangements - Origination of Mezzanine Loan (Narrative) (Details) - USD ($) | 1 Months Ended | |
Jul. 31, 2015 | Jun. 30, 2017 | |
Related Party Transaction [Line Items] | ||
VIE carrying value | $ 345,900,000 | |
Mezzanine loans | ||
Related Party Transaction [Line Items] | ||
VIE carrying value | $ 75,000,000 | |
Mezzanine loans | Espresso | ||
Related Party Transaction [Line Items] | ||
Fixed rate | 10.00% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2014 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Equity-based compensation | |||||||
Number of shares granted to independent directors (in shares) | 19,779 | ||||||
Equity-based compensation expense | $ 51 | $ 35 | $ 99 | $ 69 | |||
Restricted stock | |||||||
Equity-based compensation | |||||||
Restricted common shares grant vesting period | 4 years | 2 years | |||||
Unvested shares (in shares) | 29,544 | 29,544 | 29,544 | 18,995 | |||
Independent Directors | Restricted stock | |||||||
Equity-based compensation | |||||||
Number of shares granted to independent directors (in shares) | 75,449 | ||||||
Aggregate value for restricted common shares granted to independent directors | $ 700 | $ 700 | $ 700 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | 81 Months Ended |
Dec. 31, 2016 | Jun. 30, 2017 | |
Class of Stock [Line Items] | ||
Value of common stock issued | $ 296 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares issued (in shares) | 173.4 | |
Value of common stock issued | $ 1,700,000 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distribution Reinvestment Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | 81 Months Ended | ||||
Apr. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Dec. 07, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | |
Class of Stock [Line Items] | ||||||||
Share price (in dollars per share) | $ 9.10 | |||||||
Value of common stock issued | $ 296 | |||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 173,400,000 | |||||||
Value of common stock issued | $ 1,700,000 | |||||||
Dividend Reinvestment Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Shares available (in shares) | 30,000,000 | |||||||
Share price (in dollars per share) | $ 8.63 | |||||||
Notice period served by board of directors to amend or terminate DRP | 10 days | 10 days | ||||||
Share repurchase price (in dollars per share) | $ 9.10 | |||||||
Dividend Reinvestment Plan | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 3,700,000 | 7,600,000 | 17,400,000 | |||||
Value of common stock issued | $ 33,700 | $ 67,800 | $ 160,500 | |||||
Dividend Reinvestment Plan | Initial Distribution Support Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Share price (in dollars per share) | $ 9.50 | |||||||
Dividend Reinvestment Plan | Follow-on Distribution Reinvestment Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Share price (in dollars per share) | $ 9.69 |
Stockholders' Equity - Distri61
Stockholders' Equity - Distributions (Details) | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Equity [Abstract] | |
Daily amount of distribution accrued per share (in dollars per share) | $ 0.00184932 |
Annualized distribution (in dollars per share) | $ 0.675 |
Stockholder's Equity - Dividend
Stockholder's Equity - Dividends Declared (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Distributions | ||||||||
Cash | $ 4,808 | $ 4,944 | $ 4,805 | $ 4,940 | $ 4,401 | $ 4,887 | $ 28,785 | |
DRP | 5,548 | 5,721 | 5,535 | 5,720 | 5,197 | 5,752 | 33,473 | |
Total | $ 10,356 | $ 10,665 | $ 10,340 | $ 10,660 | $ 9,598 | $ 10,639 | $ 62,258 | $ 123,142 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Holding period of shares required for repurchase | 1 year | |
Shares repurchased during period (in shares) | 2.1 | 1.8 |
Value of shares repurchased during period | $ 19,200,000 | $ 16,100,000 |
Average price per share (in dollars per share) | $ 9.21 | $ 9.15 |
Unfulfilled repurchase requests | $ 0 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | ||||
Net (income) loss attributable to non-controlling interests | $ (33) | $ 34 | $ (70) | $ 119 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Financial Assets | ||
Senior housing mortgage loans held in a securitization trust, at fair value | $ 553,077 | $ 553,707 |
Financial Liabilities | ||
Senior housing mortgage obligations issued by a securitization trust, at fair value | 521,579 | 522,933 |
Fair Value, Measurements, Recurring | ||
Financial Assets | ||
Senior housing mortgage loans held in a securitization trust, at fair value | 553,077 | 553,707 |
Financial Liabilities | ||
Senior housing mortgage obligations issued by a securitization trust, at fair value | 521,579 | 522,933 |
Fair Value, Measurements, Recurring | Level 1 | ||
Financial Assets | ||
Senior housing mortgage loans held in a securitization trust, at fair value | 0 | 0 |
Financial Liabilities | ||
Senior housing mortgage obligations issued by a securitization trust, at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Financial Assets | ||
Senior housing mortgage loans held in a securitization trust, at fair value | 0 | |
Financial Liabilities | ||
Senior housing mortgage obligations issued by a securitization trust, at fair value | 521,579 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Financial Assets | ||
Senior housing mortgage loans held in a securitization trust, at fair value | $ 553,077 | 553,707 |
Financial Liabilities | ||
Senior housing mortgage obligations issued by a securitization trust, at fair value | $ 522,933 |
Fair Value Fair Value - Narrati
Fair Value Fair Value - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Assets accounted for at fair value on a non-recurring basis | $ 0 | $ 0 | |||
Liabilities accounted for at fair value on a non-recurring basis | 0 | $ 0 | |||
Weighted average yield (as a percentage) | 13.10% | 13.10% | |||
Weighted average life (in years) | 9 years 1 month | 9 years 7 months | |||
Unrealized (gain) loss on financial assets and liabilities | $ 358,000 | $ 0 | $ 724,000 | $ 0 | |
Financial Assets [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Unrealized (gain) loss on financial assets and liabilities | 1,400,000 | ||||
Financial Liabilities [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Unrealized (gain) loss on financial assets and liabilities | $ (700,000) |
Fair Value - Change in Assets M
Fair Value - Change in Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 553,707 | $ 0 |
Purchases/contributions | 0 | 580,418 |
Paydowns/distributions | (2,022) | (654) |
Unrealized gain (loss) | 1,392 | (26,057) |
Ending balance | $ 553,077 | $ 553,707 |
Fair Value - Change in Liabilit
Fair Value - Change in Liabilities Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 522,933 | $ 0 |
Purchases/contributions | 0 | 549,942 |
Transfers to Level 2 | (522,933) | 0 |
Paydowns/distributions | 0 | 654 |
Unrealized (gain) loss | 0 | (26,355) |
Ending balance | $ 0 | $ 522,933 |
Fair Value - Schedule of the Pr
Fair Value - Schedule of the Principal Amount, Carrying Value and Fair Value of Certain Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Assets | |||
Carrying Value | $ 74,602 | $ 74,558 | |
Fair Value | 553,077 | 553,707 | $ 0 |
Financial Liabilities | |||
Carrying Value | 1,278,579 | 1,200,982 | |
Real estate debt investments, net | |||
Financial Assets | |||
Principal Amount | 75,000 | 75,000 | |
Carrying Value | 74,602 | 74,558 | |
Fair Value | 75,000 | 72,278 | |
Mortgage and other notes payable, net | |||
Financial Liabilities | |||
Principal Amount | 1,311,167 | 1,236,221 | |
Carrying Value | 1,278,579 | 1,200,982 | |
Fair Value | $ 1,273,021 | $ 1,147,406 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2017segment | |
Segment Reporting Information [Line Items] | |
Number of segments | 4 |
Revenues | Watermark and Holiday Retirement Communities | |
Segment Reporting Information [Line Items] | |
Number of operators | 2 |
Revenues | Watermark Retirement Communities | |
Segment Reporting Information [Line Items] | |
Percentage of total revenues | 45.20% |
Revenues | Holiday Retirement Communities | |
Segment Reporting Information [Line Items] | |
Percentage of total revenues | 40.30% |
Segment Reporting - Segment Sta
Segment Reporting - Segment Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Rental and resident fee income | $ 67,641 | $ 62,830 | $ 133,509 | $ 106,306 | |
Net interest income on debt and securities | 3,538 | 5,005 | 7,039 | 10,040 | |
Other revenue | 953 | 194 | 1,530 | 469 | |
Property operating expenses | (38,234) | (34,982) | (75,545) | (58,379) | |
Interest expense | (14,764) | (13,044) | (28,792) | (21,527) | |
Other expenses related to securitization trust | (990) | 0 | (1,966) | 0 | |
Transaction costs | (1,946) | (249) | (2,964) | (1,531) | |
Asset management and other fees - related party | (8,437) | (8,452) | (19,417) | (28,080) | |
General and administrative expenses | (2,848) | (8,722) | (5,351) | (16,558) | |
Depreciation and amortization | (19,851) | (13,429) | (44,769) | (25,252) | |
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 358 | 0 | 724 | 0 | |
Realized gain (loss) on investments and other | 90 | 411 | 118 | 411 | |
Gain (loss) on consolidation of unconsolidated venture | 0 | 0 | 0 | 6,408 | |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (14,490) | (10,438) | (35,884) | (27,693) | |
Equity in earnings (losses) of unconsolidated ventures | (7,055) | (17,432) | (12,677) | (31,469) | |
Income tax benefit (expense) | (15) | (33) | (41) | (7,124) | |
Net income (loss) | (21,560) | (27,903) | (48,602) | (66,286) | $ (141,282) |
Discount accretion income | 44 | 10 | |||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Rental and resident fee income | 67,641 | 133,509 | |||
Net interest income on debt and securities | 2,548 | 5,073 | |||
Other revenue | 953 | 1,530 | |||
Property operating expenses | (38,234) | (75,545) | |||
Interest expense | (14,764) | (28,792) | |||
Other expenses related to securitization trust | 0 | 0 | 0 | ||
Transaction costs | (1,946) | (2,964) | |||
Asset management and other fees - related party | (8,437) | (19,417) | |||
General and administrative expenses | (2,848) | (5,351) | |||
Depreciation and amortization | (19,851) | (44,769) | |||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 358 | 724 | |||
Realized gain (loss) on investments and other | 90 | 118 | |||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (14,490) | (35,884) | |||
Equity in earnings (losses) of unconsolidated ventures | (7,055) | (12,677) | |||
Income tax benefit (expense) | (15) | (41) | |||
Net income (loss) | (21,560) | (48,602) | |||
Operating Segments | Real Estate Equity | |||||
Segment Reporting Information [Line Items] | |||||
Rental and resident fee income | 67,641 | 62,830 | 133,509 | 106,306 | |
Net interest income on debt and securities | 0 | 0 | 0 | 0 | |
Other revenue | 628 | 194 | 1,054 | 469 | |
Property operating expenses | (38,234) | (34,982) | (75,545) | (58,379) | |
Interest expense | (14,764) | (13,044) | (28,792) | (21,527) | |
Other expenses related to securitization trust | 0 | 0 | |||
Transaction costs | (1,946) | (249) | (2,964) | (1,531) | |
Asset management and other fees - related party | 0 | 0 | 0 | 0 | |
General and administrative expenses | (290) | (247) | (420) | (505) | |
Depreciation and amortization | (19,851) | (13,429) | (44,769) | (25,252) | |
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | 0 | |||
Realized gain (loss) on investments and other | 90 | 411 | 118 | 411 | |
Gain (loss) on consolidation of unconsolidated venture | 6,408 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (6,726) | 1,484 | (17,809) | 6,400 | |
Equity in earnings (losses) of unconsolidated ventures | (7,055) | (17,432) | (12,677) | (31,469) | |
Income tax benefit (expense) | (15) | (33) | (41) | (7,124) | |
Net income (loss) | (13,796) | (15,981) | (30,527) | (32,193) | |
Operating Segments | Real Estate Debt | |||||
Segment Reporting Information [Line Items] | |||||
Rental and resident fee income | 0 | 0 | 0 | 0 | |
Net interest income on debt and securities | 1,918 | 5,005 | 3,815 | 10,040 | |
Other revenue | 0 | 0 | 0 | 0 | |
Property operating expenses | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Other expenses related to securitization trust | 0 | 0 | |||
Transaction costs | 0 | 0 | 0 | 0 | |
Asset management and other fees - related party | 0 | 0 | 0 | 0 | |
General and administrative expenses | (18) | (25) | (27) | (49) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | 0 | |||
Realized gain (loss) on investments and other | 0 | 0 | 0 | 0 | |
Gain (loss) on consolidation of unconsolidated venture | 0 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 1,900 | 4,980 | 3,788 | 9,991 | |
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | |
Income tax benefit (expense) | 0 | 0 | 0 | 0 | |
Net income (loss) | 1,900 | 4,980 | 3,788 | 9,991 | |
Operating Segments | Healthcare-Related Securities | |||||
Segment Reporting Information [Line Items] | |||||
Rental and resident fee income | 0 | 0 | |||
Net interest income on debt and securities | 1,013 | 1,991 | |||
Other revenue | 0 | 0 | |||
Property operating expenses | 0 | 0 | |||
Interest expense | 0 | 0 | |||
Other expenses related to securitization trust | 0 | 0 | |||
Transaction costs | 0 | 0 | |||
Asset management and other fees - related party | 0 | 0 | |||
General and administrative expenses | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | |||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | (25) | (9) | |||
Realized gain (loss) on investments and other | 0 | 0 | |||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 988 | 1,982 | |||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Net income (loss) | 988 | 1,982 | |||
Operating Segments | Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Rental and resident fee income | 0 | 0 | 0 | 0 | |
Net interest income on debt and securities | (383) | 0 | (733) | 0 | |
Other revenue | 325 | 0 | 476 | 0 | |
Property operating expenses | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Other expenses related to securitization trust | 0 | 0 | |||
Transaction costs | 0 | 0 | 0 | 0 | |
Asset management and other fees - related party | (8,437) | (8,452) | (19,417) | (28,080) | |
General and administrative expenses | (2,540) | (8,450) | (4,904) | (16,004) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 383 | 733 | |||
Realized gain (loss) on investments and other | 0 | 0 | 0 | 0 | |
Gain (loss) on consolidation of unconsolidated venture | 0 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (10,652) | (16,902) | (23,845) | (44,084) | |
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | |
Income tax benefit (expense) | 0 | 0 | 0 | 0 | |
Net income (loss) | (10,652) | $ (16,902) | (23,845) | $ (44,084) | |
Investing VIE | |||||
Segment Reporting Information [Line Items] | |||||
Rental and resident fee income | 0 | 0 | |||
Net interest income on debt and securities | 990 | 1,966 | |||
Other revenue | 0 | 0 | |||
Property operating expenses | 0 | 0 | |||
Interest expense | 0 | 0 | |||
Other expenses related to securitization trust | (990) | (1,966) | |||
Transaction costs | 0 | 0 | |||
Asset management and other fees - related party | 0 | 0 | |||
General and administrative expenses | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | |||
Unrealized gain (loss) on senior housing mortgage loans and debt held in securitization trust, net | 0 | 0 | |||
Realized gain (loss) on investments and other | 0 | 0 | |||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 0 | 0 | |||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Net income (loss) | 0 | 0 | |||
Discount accretion income | $ 400 | $ 700 |
Segment Reporting - Summary of
Segment Reporting - Summary of Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 2,941,502 | $ 2,958,209 |
Investments in unconsolidated ventures | 345,895 | 360,534 | |
Real Estate Debt | |||
Segment Reporting Information [Line Items] | |||
Assets | 2,941,502 | 2,958,209 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 2,386,289 | 2,402,361 | |
Operating Segments | Real Estate Equity | |||
Segment Reporting Information [Line Items] | |||
Assets | 2,195,005 | 2,118,877 | |
Investments in unconsolidated ventures | 345,900 | 360,500 | |
Operating Segments | Real Estate Debt | |||
Segment Reporting Information [Line Items] | |||
Assets | 75,227 | 75,204 | |
Operating Segments | Healthcare-Related Securities | |||
Segment Reporting Information [Line Items] | |||
Assets | 31,705 | 30,981 | |
Operating Segments | Corporate | |||
Segment Reporting Information [Line Items] | |||
Assets | 84,352 | 177,299 | |
Investing VIE | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 555,213 | $ 555,848 | |
[1] | Represents the consolidated assets and liabilities of NorthStar Healthcare Income Operating Partnership, LP (the “Operating Partnership”). The Operating Partnership is a consolidated variable interest entity (“VIE”), of which the Company is the sole general partner and owns approximately 99.99%. As of June 30, 2017, the Operating Partnership includes $1.0 billion and $827.4 million of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. Refer to Note 2, “Summary of Significant Accounting Policies.” |
Subsequent Events - Distributio
Subsequent Events - Distribution Reinvestment Plan (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Aug. 04, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | |||
Proceeds from distribution reinvestment plan | $ 33,676 | $ 67,762 | |
Subsequent event | |||
Subsequent Event [Line Items] | |||
Number of shares issued (in shares) | 1.2 | ||
Proceeds from distribution reinvestment plan | $ 11,200 |
Subsequent Events - Distribut74
Subsequent Events - Distributions (Details) | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Subsequent Event [Line Items] | |
Daily amount of distribution accrued per share (in dollars per share) | $ 0.00184932 |
Subsequent Events - Share Repur
Subsequent Events - Share Repurchases (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Aug. 04, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | |||
Shares repurchased during period (in shares) | 2.1 | 1.8 | |
Value of shares repurchased during period | $ 19.2 | $ 16.1 | |
Weighted average price of shares repurchased (in dollars per share) | $ 9.21 | $ 9.15 | |
Subsequent event | |||
Subsequent Event [Line Items] | |||
Shares repurchased during period (in shares) | 1.6 | ||
Value of shares repurchased during period | $ 14.9 | ||
Weighted average price of shares repurchased (in dollars per share) | $ 9.23 |
Subsequent Events - Rochester (
Subsequent Events - Rochester (Details) $ in Millions | 1 Months Ended | ||
Aug. 31, 2017USD ($)propertyunitdebt_instrumentland_parcel | Oct. 31, 2017 | Jun. 30, 2017propertyunit | |
Subsequent Event [Line Items] | |||
Number of properties acquired | property | 6 | ||
Number of units acquired | unit | 493 | ||
Subsequent event | |||
Subsequent Event [Line Items] | |||
Ownership interest (as a percentage) | 97.00% | ||
Mortgage Notes Payable | Subsequent event | |||
Subsequent Event [Line Items] | |||
Total principal balance | $ 101.2 | ||
Rochester Portfolio | Subsequent event | |||
Subsequent Event [Line Items] | |||
Number of properties acquired | property | 9 | ||
Number of units acquired | unit | 1,307 | ||
Number of land parcels acquired | land_parcel | 2 | ||
Purchase price | $ 204 | ||
Payment to acquire, inclusive of escrow and fees | $ 88 | ||
Number of debt instruments | debt_instrument | 7 | ||
Debt term (in years) | 10 years | ||
Liabilities assumed in acquisition | $ 21.7 | ||
Watermark Retirement Communities | Watermark Retirement Communities | Subsequent event | |||
Subsequent Event [Line Items] | |||
Ownership interest (as a percentage) | 3.00% | ||
Scenario, Forecast | Rochester Portfolio | |||
Subsequent Event [Line Items] | |||
Number of units acquired | unit | 45 | ||
Purchase price | $ 12.4 | ||
Portion of acquisition financed by seller (as a percentage) | 100.00% | ||
Seller financed rate | 6.00% |
Subsequent Events - Winterfell
Subsequent Events - Winterfell Operation Transition (Details) - Subsequent event | Aug. 31, 2017 | Jul. 31, 2017 |
Subsequent Event [Line Items] | ||
Ownership interest, equity method investment (as a percentage) | 97.00% | |
Winterfell Portfolio | ||
Subsequent Event [Line Items] | ||
Ownership interest, equity method investment (as a percentage) | 20.00% | |
Winterfell Portfolio | Solstice Senior Living LLC | ||
Subsequent Event [Line Items] | ||
Ownership interest (as a percentage) | 80.00% |